ARTICLE 1 – SCOPE OF APPLICATION

1.1. These general terms and conditions (and any future amendments communicated to the Client) (the “General Terms and Conditions”) together with the specific terms and conditions mentioned in the initial offer and, where applicable, in the supplementary offer, constitute the contractual framework agreed upon between ISOLEXPERTISE, registered under company number 0800.383.226, trading as ISOLEAZ (hereinafter referred to as “the Agreement”), and the Client (the “Agreement”). The Agreement takes precedence over the Client’s contractual terms and conditions (including any specifications), and the Client therefore undertakes not to rely on them, even if they have been communicated to ISOLEAZ.

1.2. The General Conditions apply to all services and deliveries offered, provided or carried out by ISOLEAZ, including those which may be added during the execution of the Agreement, their consequences and consequences.

ARTICLE 2 – FORMATION OF THE AGREEMENT AND CONTRACTUAL SCOPE

2.1. In order to enable ISOLEAZ to submit a precise and complete offer, it is up to the Client to communicate, in writing, all the relevant or simply useful elements regarding their wishes and needs as well as the constraints specific to the envisaged site (difficulty of access, dilapidation, presence of pipes, electrical lines, distribution boxes, existence of slides in each of the walls, etc.) and to respond with sincerity, completeness and precision to the questions asked. Following the visit carried out by its sales representative and on the basis of the information and information communicated by the Customer, ISOLEAZ will send him an offer which is only valid for the products and services specifically
mentioned and for the duration specified therein and subject to adaptation by its site manager during the inspection visit.

mentioned and for the period specified therein and subject to adaptation by its site manager during the control visit.

The quantities of products or services mentioned in the accepted offer are presumed quantities established by ISOLEAZ on the basis of information reasonably in its possession or communicated in writing by the Customer. The prices mentioned in the offer must be increased by the taxes and charges provided for by the applicable regulations and under the conditions provided therein. When the Customer intends to benefit from a special regime, it is up to him to complete all the necessary steps, including with regard to ISOLEAZ. Only measurements (including the surfaces to be treated) carried out by ISOLEAZ are valid and can only be revised by ISOLEAZ. These measurements, carried out prior to submission of the offer, may be revised by ISOLEAZ during the inspection visit by the site manager or even at the end of the site. The measures taken by ISOLEAZ take precedence over those communicated by the Customer, even if they are accompanied by plans, it being understood in particular that the bays and windows are, without the express written agreement of ISOLEAZ, not deducted from the surfaces to be treated.

To be validly accepted, it is up to the Customer to return the completed and signed offer within the validity period and to pay the deposit mentioned therein. ISOLEAZ may refuse acceptance of its offer by the Customer when, in particular, the acceptance was sent outside the validity period; is incomplete; includes additions or deletions or that the Customer has not paid the deposit within the deadline provided for this purpose.

Once the initial offer has been accepted in accordance with the agreed terms and conditions (including payment of the deposit), ISOLEAZ and the Client will schedule a site visit by a project manager to ensure that the site layout does not require any adjustments to the contractual scope. If such adjustments are necessary, ISOLEAZ will issue a supplementary offer, which the Client may accept or reject.

In this latter case, ISOLEAZ and the Client agree to terminate their contractual relationship without compensation, it being understood that the deposit paid by the Client will be returned to him.

2.2. The initial offer and, where applicable, the supplementary offer accepted by the Client in the agreed forms and deadlines and subject to the General Conditions define the contractual scope between ISOLEAZ and the Client.

2.3. If the project involves cavity wall insulation, the Client acknowledges having been informed that this technique necessarily requires the presence of a sufficient cavity space, which must be verified by testing each of the walls concerned. If the Client has refused or not requested that ISOLEAZ conduct a comprehensive testing during its assessment visit, the Client necessarily accepts the risk that the project may not be carried out if, upon commencement, it is discovered that one or more walls do not meet the required specifications. In this context, and knowing that ISOLEAZ reserved a slot in its schedule which could have been allocated to another client and mobilized staff, subcontractors and equipment when the execution of the project proves impossible and that this risk was taken and assumed by the Client, the latter will owe ISOLEAZ a fixed compensation of €1,200.00 excluding VAT (one thousand two hundred euros).

In any event, the Client acknowledges and accepts that he is solely responsible for the condition of his walls, their waterproofing and that they have been built and maintained in accordance with the rules of the art, especially in terms of evacuations, ventilation, tubing, air vents and any other element passing through the walls (e.g. shutter boxes) and their waterproofing. Consequently, ISOLEAZ cannot be held responsible if balls or other insulation elements flow or leak (e.g. due to a chimney which is not correctly cased or a non-watertight ventilation system) and the resulting effects on the performance (including energy) of the technique used and its durability.

ARTICLE 3 – CHARACTERIZATION OF CONTRACTUAL RELATIONS

ISOLEAZ and the Client acknowledge that the contractual relationship between them must be classified as a business contract within the meaning of the former Belgian Civil Code.

ARTICLE 4 – FUNDING, BONUSES, AID, GRANTS, SUBSIDIES, BENEFITS AND INCENTIVES

4.1. It is up to the Client to verify, before accepting the offer, the conditions relating to possible financing, bonuses, aid, subsidies, advantages or incentives of both private and public origin from which he could benefit on the occasion or because of the project entrusted to ISOLEAZ.

4.2. The Customer is solely responsible for compliance with the conditions allowing him to benefit from such measures, it being understood that the information communicated to him by ISOLEAZ on this or that measure is purely informative. In any event, the failure to obtain, total or partial, financing or assistance cannot be used or invoked by the Client to cancel or call into question the Agreement.

ARTICLE 5 – EXECUTION OF THE CONSTRUCTION SITE AND ADAPTATION OF CONDITIONS

5.1. The project completion deadlines are provided for informational purposes only. ISOLEAZ will make every effort to meet them. However, the Client acknowledges and accepts that completion deadlines are subject to circumstances beyond ISOLEAZ’s control or which it cannot reasonably control (weather conditions, availability of products or service providers (including subcontractors), strikes, etc.) and that a schedule adjustment may occur without this giving rise to any right to compensation or a reduction in the agreed financial terms unless the Client demonstrates that the delay in completion is manifestly unreasonable and results from intentional or gross negligence personally attributable to ISOLEAZ.

5.2. The Client undertakes to take all necessary or simply useful measures to allow ISOLEAZ and its agents to install and carry out the work smoothly. Thus, and without this list being exhaustive, the Client undertakes to reserve the necessary spaces at its own expense, to provide water and electricity at its own expense, to secure the site, to refrain from moving around the site or obstructing the work, not to store dangerous or valuable objects, to comply with safety instructions, and to answer diligently and accurately all questions asked in connection with the execution of the work. In the event that other companies are working on the site or in the surrounding area at the Client’s request, it is the Client’s responsibility to coordinate their work and to take all necessary measures to ensure the safety of the site, people, and property.

5.3. ISOLEAZ s’engage à exécuter ou faire exécuter le chantier conformément aux règles de l’art. Toutes les obligations souscrites par ISOLEAZ sont des obligations de moyens.

5.4. The Client acknowledges and accepts that the availability of products specifically listed or referring to a given brand in the offer is contingent upon the suppliers’ ability to deliver them to ISOLEAZ in a timely manner and under conditions acceptable to ISOLEAZ. Should a product specifically identified in the offer be unavailable or available under conditions that, if accepted, would negatively impact the economic balance of the Agreement for ISOLEAZ, the Client acknowledges and accepts that ISOLEAZ may source the product from another company, it being understood that ISOLEAZ is responsible for ensuring that the characteristics of the substitute product are comparable to those of the originally intended product, and that this shall not entitle the Client to request a price reduction.

5.5. Should the execution of the project involve unforeseen additional products or services (e.g., a damaged wall or one with an uneven or irregular surface, the condition of which is discovered after the cladding is removed, and which consequently entails additional work), these will be invoiced to the Client after notification and acceptance (which may be tacit or inferred from electronic exchanges with ISOLEAZ). ISOLEAZ reserves the right to make any increase in the scope of the contract conditional upon payment of a further deposit. In any event, the accepted offer does not cover the costs that the Client may incur to address the age or defects of their building, the non-conformity of all or part of their installations, or, more generally, any problems that have not been reported to ISOLEAZ and for which ISOLEAZ has not made a clear and written commitment in the accepted offer.

When additional work is attributable to the Client or when its behavior leads to an extension of the execution time or an immobilization of ISOLEAZ’s scaffolding, the parties agree that ISOLEAZ is authorized to charge it additional costs up to an hourly rate per man of 50 euros excluding VAT and scaffolding rental costs up to 10 euros excluding VAT per square meter per day, it being understood that these costs do not cover additional materials or any damages that may be claimed by ISOLEAZ.

5.6. The Client acknowledges having been informed that the cost of purchasing the equipment and materials necessary for the execution of the project is dependent on factors beyond ISOLEAZ’s control. Consequently, the Client accepts that ISOLEAZ may adjust the financial terms initially agreed upon to reflect the increase incurred, it being understood that this adjustment may not result in an increase in ISOLEAZ’s profit margin and that the supporting documents will be made available to the Client so that they can verify its accuracy.

5.7. The Client is prohibited, firstly, from using or allowing any third party to use all or part of ISOLEAZ’s equipment, including scaffolding, and secondly, from making any modifications to it whatsoever. The Client has been specifically informed that ISOLEAZ personnel and its subcontractors are not authorized to grant the Client or any third party permission to use or modify its equipment. Consequently, any use or modification not authorized by a written document signed beforehand by ISOLEAZ’s governing body (this formality being considered essential) cannot, under any circumstances, be interpreted as authorization.

In the event that, despite the foregoing, the Client or a third party (e.g., a family member, another tradesperson, etc.) uses or modifies ISOLEAZ equipment, the Client shall be liable for all resulting damages, to the complete exclusion of ISOLEAZ, its staff, and its subcontractors, including damages to persons and property, as well as any consequences this may have on the execution of the project (delays, etc.). The Client undertakes to inform all persons required to be present on the worksite that it is strictly forbidden to use or modify ISOLEAZ equipment and to take all necessary or simply useful measures to prevent any such use or modification and the associated risks.

ARTICLE 6 – HANDLING OF COMPLAINTS AND ACCEPTANCE OF THE SITE

6.1. When, either during the execution of the work or upon acceptance of the completed project, the Client raises substantiated and objective grievances, ISOLEAZ undertakes to examine them and, if necessary, to propose a solution to the Client to remedy them within a reasonable timeframe, it being understood that the Parties agree to always prioritize specific performance. As a rule, the various grievances established and acknowledged by ISOLEAZ will be addressed before or concurrently with the acceptance of the completed project and the issuance of the final invoice.

6.2. The Client agrees to participate in the site handover and acceptance on the date specified by ISOLEAZ and to submit all comments in writing, clearly and with supporting documentation, at that time. The purpose of the handover is to confirm the completion of the work and verify its conformity to the agreed contractual scope, and it constitutes acceptance, including of any apparent defects or flaws that have not been the subject of specific and substantiated written comments from the Client.

If the Client does not attend the site handover and does not submit their grievances, clearly and specifically, by registered letter with acknowledgment of receipt within 15 calendar days of the scheduled handover date, they are deemed to have accepted and agreed to the work. In any event, the site handover or payment of sums due to ISOLEAZ cannot be delayed by or made contingent upon a certification or audit requested by the Client.

ARTICLE 7 – PAYMENT

7.1. All payment requests from ISOLEAZ must be honored by the Client within the period specified in the document formalizing the request. Should the Client fail to pay all or part of the sums due to ISOLEAZ within the allotted time, ISOLEAZ may suspend, in whole or in part, the performance of its obligations, it being understood that the Client is solely responsible for the resulting consequences, particularly regarding difficulties in maintaining the announced completion deadline, especially in light of other planned projects.

7.2. By sending a formal notice to ISOLEAZ by registered mail with return receipt requested, the Client is authorized to suspend payment of the final invoice proportionally if they can demonstrate that the grievances acknowledged by ISOLEAZ have not yet been addressed. Insofar as the parties have agreed to address any grievances at the end of the project, the Client is prohibited from suspending payment of invoices relating to other phases of the project.

7.3. The party to whom a sum obligation has been paid which has not been paid within the allotted time may claim from the other party payment, in addition to the principal amount, of interest calculated at an annual rate of 8.5% as well as a penalty clause equivalent to 15% of the unpaid amount with a minimum of €150.00.

ARTICLE 8 – WARRANTY AND LIABILITIES

8.1. The qualities and performance advertised by the manufacturers and suppliers of materials (including composites) are not guaranteed by ISOLEAZ, which only undertakes to install them in accordance with best practices. Consequently, the Client acknowledges that ISOLEAZ cannot be held liable if the advertised or expected performance or savings are not achieved unless the Client demonstrates that this results from intentional or gross negligence personally attributable to ISOLEAZ.

8.2. In the event that the Client demonstrates the existence of intentional or gross negligence personally attributable to ISOLEAZ, the latter is only liable for the direct and foreseeable damage resulting therefrom, excluding indirect damages such as lost profits or anticipated savings.

8.3. Without prejudice to the time limit relating to the ten-year guarantee where it applies, any action for liability, contractual or extra-contractual, against ISOLEAZ is time-barred within two years from the occurrence of the harmful event.

8.4 The Customer is solely responsible for the maintenance of the work carried out by ISOLEAZ and compliance with the requirements given by suppliers and manufacturers in order to ensure over time the performance and aesthetics of the products placed by ISOLEAZ.

8.5. ISOLEAZ cannot be held liable for damages and consequences related to problems or defects (including construction defects) affecting the Client’s movable and immovable property, for the specific treatment of which ISOLEAZ has not intervened or been bound by a clear and written commitment. Thus, by way of illustration, ISOLEAZ cannot be held liable for rising damp originating, for example, from a design or construction defect or related to the condition of the ground.

ARTICLE 9 – UNFORESEEN CIRCUMSTANCES AND FORCE MAJEURE

9.1. If, due to circumstances beyond the control of ISOEAZ, the performance of its obligations cannot be continued or is simply made more onerous or difficult, the parties undertake to negotiate in good faith and loyally an adaptation of the contractual conditions within a reasonable period of time with a view to restoring the balance. In the absence of agreement within a reasonable period of time, ISOLEAZ may terminate the contractual relations without compensation.

9.2. ISOLEAZ shall not be held liable, whether contractually or extra-contractually, for any temporary or permanent failure to perform its obligations when such failure results from a case of force majeure or fortuitous event. The following events, in particular, shall be considered as cases of force majeure or fortuitous events: 1) fires, 2) severe weather and floods, 3) an act or decision of a third party (e.g., a service provider, supplier, or public authority) when such decision affects the proper performance of ISOLEAZ’s obligations, and 4) an inability to obtain materials within reasonable timeframes or under economically viable conditions, particularly due to market disruptions or geopolitical tensions.

ARTICLE 10 – FINAL CLAUSES

10.1. If one or more contractual clauses are declared null and void or unenforceable, such nullity or unenforceability shall not affect the validity or enforceability of the other clauses. If a contractual clause is declared null and void for any reason whatsoever, the parties undertake to immediately negotiate a new clause that, as far as possible, achieves the effects, particularly economic ones, initially sought by them. In the absence of an express agreement, the parties declare and acknowledge that their intention is, in any event, to limit the nullity of the clause in question to the part that is contrary to public policy or a mandatory provision.

10.2. The fact that ISOLEAZ fails, at any given time, to demand the strict application of the provisions governing the contractual relationship with the Client, cannot be considered as a waiver of its rights and will not prevent it from demanding their strict observance.

10.3. Article 1794 of the Old Civil Code is not applicable to contractual relations established between the parties.

10.4. The Client authorizes ISOLEAZ to use information about the completed project (plans, photographs, etc.) for referencing and marketing purposes, provided that the information made public does not allow, without the Client’s express consent, the Client to be identified or their address to be precisely determined. ISOLEAZ processes the Client’s personal data in accordance with applicable regulations and the privacy policy available on its website, which has been provided to the Client, who acknowledges having read it.

10.5. In the event of a dispute, the parties will endeavor to find an amicable solution. Failing an amicable resolution, the dispute will be brought before the courts of the judicial district in which ISOLEAZ’s registered office is located, or before the courts of the judicial district in which the Client’s domicile or the Client’s property for which ISOLEAZ provided services is located. The relationship between the parties is governed exclusively by Belgian law.