Terms & Conditions
T-Ros Roofs B.V.
Registered address: Langlaar 15, 5629 CS Eindhoven, The Netherlands
KvK: 97218669
VAT: NL867955892B01
Version: 01-2026
Effective date: 1 January 2026
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Article 1 – Applicability, Parties, and Hierarchy
1.1 These General Terms and Conditions (“Terms and Conditions”) apply to all quotations, offers, agreements, instructions, assignments, Works, deliveries, and other legal relationships of T-Ros Roofs B.V. (“Contractor”).
1.2 The contracting party of the Contractor shall be referred to as the “Client”.
1.3 These Terms and Conditions apply to the exclusion of any general terms and conditions used by the Client or third parties, which are expressly rejected unless explicitly accepted in writing by the Contractor.
1.4 If the agreement consists of multiple documents, the following order of precedence applies in case of conflict, unless expressly agreed otherwise in writing:
1. these Terms and Conditions;
2. the signed master agreement (if any);
3. project-specific annexes and signed addenda;
4. the quotation/order confirmation;
5. other communications.
1.5 If any provision of these Terms and Conditions is held invalid or unenforceable, the remaining provisions remain in full force. The parties shall be deemed to have agreed a replacement provision that most closely reflects the intent and economic effect of the invalid provision.
1.6 If the Contractor does not invoke any provision in a given situation, this shall not be construed as a waiver of that provision or of any other provision.
1.7 If these Terms and Conditions are translated, the English version prevails unless explicitly agreed otherwise in writing.
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Article 2 – Definitions and “Written”
2.1 Works: all roofing, waterproofing, renovation, repair, maintenance, inspection, and related construction activities performed by or on behalf of the Contractor.
2.2 Project: the total scope of Works agreed between the parties.
2.3 Completion: the moment the Works are delivered, completed, or made available to the Client, regardless of whether the Client makes use thereof.
2.4 Additional Work: all work, deliveries, measures, or services not included in the original agreed scope, whether requested by the Client or necessary for proper execution, safety, damage prevention, compliance, or continuity.
2.5 Third Parties: any persons or entities other than the Contractor performing work on or in relation to the Project, including Client-appointed contractors, installers, or subcontractors.
2.6 Working Day: a calendar day excluding generally recognised rest/holiday days in the Netherlands. A day may be considered non-workable if work is materially prevented by circumstances outside the Contractor’s control.
2.7 Written: communication by letter, e-mail, or other electronic means that can reasonably be regarded as equivalent given prevailing commercial practice and technology.
2.8 Maintenance Period: the period after deemed acceptance/Completion and before the warranty term begins, during which delivery defects and reported defects for which the Contractor is liable are remedied under the conditions set out in these Terms and Conditions.
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Article 3 – Quotations, Offers, and Contract Formation
3.1 All quotations and offers are non-binding unless expressly stated otherwise and are valid for thirty (30) calendar days from the date of issue.
3.2 Quotations are based on information, drawings, measurements, calculations, specifications, and other data provided by the Client. The Contractor may rely on the accuracy and completeness thereof.
3.3 The quotation shall describe the Works sufficiently to allow the Client to assess it. Unless explicitly agreed, the Contractor is not required to provide detailed engineering or calculation data beyond what is customary for the type of Works.
3.4 Obvious clerical errors, calculation mistakes, or typographical errors in quotations or communications shall not bind the Contractor.
3.5 Images, drawings, measurements, weights, capacities, technical data, and other specifications are indicative only. Minor deviations customary in the industry are permitted and do not constitute non-conformity, grounds for termination, or entitlement to damages.
3.6 Stated delivery times, execution periods, dates, or estimated hours are indicative only and do not constitute a strict deadline unless explicitly agreed in writing as a fixed date.
3.7 The agreement is concluded upon the earliest of:
• written acceptance by the Client;
• written confirmation by the Contractor; or
• commencement of the Works by the Contractor.
3.8 In urgent situations where immediate measures are required to prevent or limit damage, the Contractor may commence Works without prior written confirmation. In such case, the invoice and/or work report shall be deemed to reflect the assignment unless the Client objects in writing without undue delay.
3.9 The Contractor may refuse assignments without stating reasons.
3.10 Offers do not automatically apply to follow-up assignments, repeat Works, or Additional Work.
3.11 General information and advice from the Contractor are non-binding unless explicitly agreed otherwise in writing.
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Article 4 – Scope of Works, Changes, Additional Work, and Suspension by Client
4.1 The Contractor shall perform the Works in accordance with the agreed scope, specifications, and any accepted drawings or descriptions.
4.2 Any change, addition, omission, or adjustment requested by the Client constitutes Additional Work and may result in adjustments to price, planning, execution time, and Completion.
4.3 Additional Work shall, where reasonably possible, be confirmed in writing before execution. However, written confirmation is not required where immediate action is necessary to prevent damage, ensure safety, maintain continuity, or comply with legal/technical requirements.
4.4 If the Client suspends or delays the Works in whole or in part, all measures required as a result (including but not limited to protection, demobilisation/remobilisation, standby time, re-planning, and re-inspection) shall constitute Additional Work and shall be charged to the Client.
4.5 If, during execution, unforeseen circumstances arise that materially affect the feasibility, safety, or method of execution, the Contractor is entitled to propose changes to the Works or method. The Client shall cooperate in reaching a workable solution. If the Client refuses a workable solution, the Contractor may suspend the Works and invoice costs incurred.
4.6 If execution becomes impossible due to circumstances not attributable to the Contractor (including destruction of the work object or loss of access), the Contractor is entitled to payment for Works performed and costs incurred, including reserved capacity where reasonable.
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Article 5 – Materials (Client-Supplied by Default)
5.1 Unless expressly agreed otherwise in writing, all materials required for the execution and completion of the Works shall be supplied by the Client.
5.2 The Client warrants that all materials supplied:
• are suitable and fit for their intended purpose;
• comply with applicable laws, regulations, and technical standards;
• are delivered in sufficient quantity and in a timely manner to allow uninterrupted execution.
5.3 The Contractor shall not be liable for defects, delays, damages, or additional costs resulting from Client-supplied materials, including incorrect specification, incompatibility, non-compliance, or late delivery.
5.4 If Client-supplied materials are missing, insufficient, defective, or unsuitable, the Contractor may suspend the Works or procure and supply the required materials itself to ensure proper completion.
5.5 Any materials supplied by the Contractor under this Article, and all additional labour and costs related thereto (including transport, handling, storage, and installation), constitute Additional Work and shall be invoiced proportionally.
5.6 Supplying materials by the Contractor does not transfer responsibility for Client-supplied materials to the Contractor and does not imply acceptance of liability for Client-supplied materials.
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Article 6 – Subcontracting and Third Parties
6.1 The Contractor is entitled to engage third parties and/or self-employed persons for the execution of the Works.
6.2 The Contractor shall coordinate the Works unless agreed otherwise in writing.
6.3 The Client shall ensure that any Third Parties engaged by the Client perform their work and deliveries in such a way that the Contractor is not hindered and suffers no delay.
6.4 The Client shall not, and shall not permit Third Parties to, perform works, alterations, penetrations, attachments, or installations on or affecting the roof, waterproofing system, or related structures during execution without the Contractor’s prior written approval.
6.5 After Completion, no Third Party may perform work on or make alterations to the roof or related structures without prior written consent of the Contractor. Any breach of this clause shall have consequences under the warranty and liability provisions (including voiding of warranties).
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Article 7 – Execution Standards, Instructions, and Continuity
7.1 The Contractor shall execute the Works with due care, professional craftsmanship, and in accordance with the state of the art reasonably applicable at the time of contracting.
7.2 Works shall be executed under normal conditions and during regular working hours unless agreed otherwise. Where Works are requested outside regular working hours or urgently to prevent damage, the Contractor may charge surcharges and related costs.
7.3 The Contractor shall comply with applicable legal requirements and safety regulations relevant to the execution of the Works.
7.4 The Contractor is not required to follow Client instructions if doing so would change the content or scope of the Works, compromise safety, violate legal requirements, or create technical inadequacy. The Contractor shall inform the Client of such concerns where reasonably possible.
7.5 The Contractor shall, after commencement, continue the Works as continuously as reasonably possible, taking into account weather, availability of Client-supplied materials, site conditions, Third Parties, and other circumstances outside the Contractor’s control.
7.6 Temporary measures taken to protect the Works or building (e.g., temporary waterproofing) shall be removed when no longer necessary. Damage directly caused by the removal of such temporary measures shall be remedied by the Contractor within reason.
7.7 The Contractor may, unless expressly prohibited in writing by the Client, place reasonable signage or identify itself at the site for the duration of the Works.
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Article 8 – Site Conditions, Access, Safety, and Client Obligations
8.1 The Client shall ensure, at its own cost, that all information, permits, approvals, and documents reasonably required for execution are available in time, including but not limited to drawings, technical data, utility locations (cables/pipes), structural information, and access conditions.
8.2 The Client shall provide the Contractor (and any subcontractors) access to the site at the agreed times and shall ensure that the site is accessible, safe, and suitable for execution.
8.3 The Client warrants that the site complies with applicable safety and working conditions requirements. The Contractor may suspend Works if the site is unsafe or non-compliant, without prejudice to its right to invoice resulting costs.
8.4 The Client shall ensure that Third Parties engaged by the Client do not hinder the Contractor and that their activities do not compromise execution quality, safety, waterproofing integrity, or warranties.
8.5 The Client must inform the Contractor in advance, and in any event before commencement, of the presence or suspected presence of asbestos, hazardous substances, contamination, or other health/safety risks. Any related delays, safety measures, investigations, or required specialist services shall be charged as Additional Work unless otherwise agreed.
8.6 The Client shall ensure sufficient facilities for:
• delivery access and unloading near the delivery vehicle where possible;
• storage and protection of materials and tools as needed;
• removal and collection of waste;
• supply (free of charge) of electricity, water, and other utilities reasonably required for execution.
8.7 Tools, equipment, and materials stored under the Client’s control or at a location designated by the Client shall be stored securely. Theft, loss, or damage in such circumstances is at the Client’s risk.
8.8 The Client shall ensure the surroundings are reasonably protected against nuisance and damage and shall provide a clear, safe access route. Where the Client is responsible for clearing obstructions or cleaning access routes and fails to do so, resulting costs and delays shall be at the Client’s expense.
8.9 The Contractor is entitled to suspend execution until the Client has fulfilled obligations under this Article. Costs and delays arising from non-fulfilment are borne by the Client.
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Article 9 – Execution Time, Non-Workable Days, and Delays
9.1 If a completion period is expressed in working days, non-workable days shall not count toward that period where work is materially prevented by circumstances outside the Contractor’s control (including but not limited to extreme weather, unsafe conditions, lack of materials, or access restrictions).
9.2 The Contractor shall notify the Client as soon as reasonably possible if unforeseen circumstances prevent execution or require interruption. If the Contractor cannot reach the Client and immediate action is required to prevent damage, the Contractor may take reasonable measures; related reasonable costs shall be chargeable.
9.3 The Contractor is entitled to an extension of execution time and/or a revised schedule if delays occur due to:
• force majeure;
• Client non-performance of obligations;
• Third Party interference;
• Additional Work;
• missing/insufficient/defective Client-supplied materials;
• site conditions differing from what could reasonably be expected at the time of quotation.
9.4 No fixed delay penalties apply unless expressly agreed in writing.
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Article 10 – Completion, Deemed Acceptance, Maintenance Period, Risk
10.1 Completion occurs when the Contractor notifies the Client that the Works are completed or when the Works are made available to the Client.
10.2 The Client shall inspect the Works promptly upon Completion.
10.3 The Works shall be deemed accepted (“deemed acceptance”) if:
• the Client does not reject the Works in writing and with reasons within three (3) working days after notification of Completion; or
• the Client takes the Works (or part thereof) into use, in which case that part is deemed accepted, unless acceptance by use is clearly not justified.
10.4 Rejection must be written and reasoned and must specify the defects that justify rejection. Minor defects that do not prevent normal use are not grounds for rejection.
10.5 A Maintenance Period of one (1) month applies following deemed acceptance/Completion, unless a longer period is agreed in writing. During the Maintenance Period, the Contractor shall remedy:
• defects recorded at Completion for which it is responsible; and
• defects reported by the Client during the Maintenance Period for which the Contractor is liable, as soon as reasonably possible.
10.6 After deemed acceptance, the Works are at the Client’s risk. The Contractor is not liable for defects that the Client should reasonably have discovered at Completion, except in the event of wilful misconduct or gross negligence.
10.7 The Contractor may execute and invoice the Works in parts. Each partial delivery/partial performance may be invoiced separately.
10.8 After Completion, the Client shall maintain and use the Works properly and responsibly, including keeping the roof and drainage systems clear and performing normal maintenance.
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Article 11 – Warranty
11.1 The Contractor provides a five (5) year warranty on waterproofing workmanship, starting after the Maintenance Period ends, unless otherwise agreed in writing.
11.2 The warranty applies only to workmanship performed by the Contractor and only to the waterproofing components installed by the Contractor.
11.3 The warranty does not apply to:
• Client-supplied materials (unless expressly warranted in writing);
• manufacturer defects (these fall under the relevant manufacturer’s terms);
• normal wear and tear;
• damage caused by misuse, neglect, lack of maintenance, or external causes;
• damage caused by extreme conditions or events beyond reasonable control.
11.4 The warranty is immediately void if:
• the Client or any Third Party performs repairs, alterations, penetrations, attachments, installations, or any other work affecting the roof or waterproofing system after Completion, unless with prior written consent and under supervision of the Contractor;
• the Works are used or maintained contrary to normal use or maintenance requirements;
• defects arise from Client-supplied materials or Client instructions.
11.5 The Client may only invoke the warranty if all payment obligations relating to the Project have been fully complied with.
11.6 In the event of a valid warranty claim, the Contractor shall, at its discretion, repair the defect or re-perform the relevant part of the Works at no cost. Consequential damage is governed by the liability provisions.
11.7 The Client must notify the Contractor in writing within a reasonable time after discovering a defect and must provide access for inspection and repair. The Client shall not perform or commission repairs prior to allowing the Contractor to inspect, unless immediate action is strictly necessary to prevent imminent damage; in such case the Client must inform the Contractor without undue delay and keep evidence of the situation.
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Article 12 – Prices, Price Changes, and Cost Components
12.1 Unless agreed otherwise, prices are based on:
• the information available at the time of quotation;
• timely performance of Client obligations (including materials and access);
• normal execution conditions;
• cost levels applicable at the time of contracting.
12.2 Prices are exclusive of VAT and other levies unless stated otherwise.
12.3 Unless included in the quotation, the Contractor may charge additional costs such as travel, mobilisation, parking, transport, loading/unloading, protective measures, disposal handling, and similar execution-related costs.
12.4 If, after conclusion and before or during execution, cost-increasing circumstances arise beyond the Contractor’s control (including increases in supplier prices, wages, transport, taxes, exchange rates, legal obligations, or third-party costs), the Contractor may increase the agreed price accordingly and charge such increase to the Client.
12.5 If execution requires working outside regular hours or urgent measures to prevent damage or risk, the Contractor may apply a surcharge.
12.6 If, during execution, extra costs are required or increased risks arise which the Contractor could not reasonably have foreseen at contracting, such costs shall be borne by the Client and invoiced as Additional Work.
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Article 13 – Payment Terms, Reminder Process, Default, and Collection
13.1 Invoices are payable within seven (7) days from the invoice date.
13.2 If payment is not received within seven (7) days, the Contractor shall issue one (1) written payment reminder granting an additional payment period of seven (7) days from the date of the reminder.
13.3 If payment is not received within that additional seven (7) days, the Client is in default by operation of law and the Contractor is entitled, without further notice, to:
• charge statutory commercial interest from the date of default;
• charge extrajudicial collection costs and any additional recovery costs;
• suspend performance under the agreement; and/or
• terminate the agreement in accordance with these Terms and Conditions.
13.4 Payments shall be made in full, in one amount, without any right of suspension, deduction, or set-off, unless explicitly agreed in writing by the Contractor.
13.5 Any objections to the content of an invoice must be submitted in writing within the payment period. If not, the invoice shall be deemed correct.
13.6 The Contractor may require an advance payment or other security for payment. If the Client fails to provide this in time, the Contractor may postpone commencement and charge resulting costs and delays to the Client.
13.7 Payments received shall first be applied to costs, then interest, then principal, in order of the oldest outstanding amounts.
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Article 14 – Non-Payment, Suspension, Termination in Unfinished State, and Acceleration
14.1 If the Client fails to fulfil any obligation (including payment), the Contractor may suspend the Works until full compliance, provided the Contractor has warned the Client in writing of the consequences where reasonably possible.
14.2 If suspension or delay attributable to the Client lasts more than seven (7) days, the Contractor may invoice proportionally for Works performed and costs incurred, including reserved capacity where reasonable.
14.3 If suspension or delay attributable to the Client lasts more than fourteen (14) days, the Contractor may terminate the Project in an unfinished state. The Client shall then owe:
• the value of Works performed;
• costs incurred, including demobilisation, reserved capacity, and reasonable overheads;
• less any costs demonstrably saved.
14.4 In the event of insolvency, bankruptcy, suspension of payments, restructuring, attachment, cessation of business, or materially reduced creditworthiness of the Client, all claims of the Contractor become immediately due and payable, and the Contractor may suspend or terminate without further notice.
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Article 15 – Conditional Retention of Title (Exceptional Contractor-Supplied Materials Only)
15.1 This Article applies only if and insofar as the Contractor supplies and delivers materials or goods to the Client (as an exception to the Client-supplies-materials rule).
15.2 Ownership of such delivered goods remains with the Contractor until the Client has fully paid all amounts due relating to:
• the delivered goods;
• associated Works and installation;
• related costs (including transport/handling);
• interest, collection costs, and damages.
15.3 The Client shall store such goods carefully and as recognisable property of the Contractor and shall insure them adequately against fire, theft, and damage upon first request.
15.4 The Client may not pledge, encumber, resell, or dispose of such goods outside normal use/destination before full payment.
15.5 If the Client is in default or the Contractor reasonably fears default, the Contractor may reclaim such goods. The Client grants the Contractor permission to access the location where the goods are situated to inspect, reclaim, and, if attached, reasonably dismantle them.
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Article 16 – Force Majeure and Weather Conditions
16.1 The Contractor is not liable for failure or delay due to circumstances beyond its reasonable control.
16.2 Force majeure includes (non-exhaustively) extreme weather, governmental measures, supply disruptions, strikes, epidemics, power/water outages, transport restrictions, sabotage, and non-attributable failures of suppliers or subcontractors.
16.3 During force majeure, the Contractor’s obligations are suspended. If force majeure lasts longer than two (2) months, either party may terminate the agreement without liability for damages, subject to settlement of Works performed and costs incurred.
16.4 If the Contractor has partially performed, it may invoice and the Client must pay for the performed part as if it were a separate agreement.
16.5 If, in the Contractor’s reasonable judgment, weather or terrain conditions make execution unsafe or technically improper, the Contractor may interrupt the Works and extend the schedule accordingly without liability.
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Article 17 – Client Responsibility and Allocation of Risks
17.1 The Client is responsible for the accuracy and completeness of information provided by or on behalf of the Client.
17.2 Differences between the actual condition of buildings/structures/terrain and what the Contractor could reasonably expect at the time of quotation entitle the Contractor to compensation for resulting costs and time.
17.3 If contamination, hazardous substances, or pollution are discovered at or in relation to the site, the Client bears responsibility for related consequences and costs, unless explicitly agreed otherwise.
17.4 The Client is responsible for Client-prescribed constructions, methods, instructions, and Third Parties prescribed by the Client. Failures of such parties are at the Client’s risk.
17.5 The Client is liable for damage or delay suffered by the Contractor resulting from Client actions or Third Party activities commissioned by the Client.
17.6 The consequences of newly applicable mandatory legal requirements taking effect after the quotation date, to the extent not reasonably foreseeable by the Contractor, shall be borne by the Client.
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Article 18 – Contractor Liability
18.1 The Contractor is only liable for direct damage that is the immediate result of proven gross negligence or wilful misconduct of the Contractor.
18.2 The Contractor is never liable for indirect or consequential damages, including but not limited to loss of profit, business interruption, delay/stagnation damages, loss of production, reputational damage, or claims by third parties against the Client.
18.3 The Client shall take all reasonable measures to prevent or limit damage.
18.4 If the Contractor is liable, liability is limited to the invoiced amount (excluding VAT) relating to the part of the Works giving rise to liability, unless the damage results from wilful misconduct or deliberate recklessness.
18.5 If and to the extent the limitation in Article 18.4 cannot be upheld, liability is in any event limited to the amount paid out by the Contractor’s insurer in the relevant case, plus any applicable deductible.
18.6 Before asserting a claim for damages, the Client must give the Contractor the opportunity to inspect and, where reasonable, remedy defects within a reasonable time, unless repair is clearly disproportionate to the Client’s interest.
18.7 Any claim against the Contractor lapses if not reported in writing within a reasonable time after discovery. The Contractor may reject late claims.
18.8 The Contractor is not liable for loss of third-party warranties (including manufacturer warranties) that lapse due to the Works or due to Third Party interference.
18.9 Effects of natural material movement (including expansion/shrinkage) do not constitute a defect attributable to the Contractor. Any remedial Works related thereto may be treated as Additional Work unless explicitly covered under warranty.
18.10 If the Contractor is held liable by a third party for damage for which the Contractor is not liable to the Client under these Terms and Conditions, the Client shall indemnify the Contractor, and the Contractor shall have a right of recourse against the Client for paid amounts, interest, and costs.
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Article 19 – Complaints and Service Requests
19.1 If the Client has a complaint about the Works, service, or goods, the Client shall report this as soon as possible and in any event within two (2) weeks after the issue arises or could reasonably have been discovered.
19.2 Complaints must be submitted in writing, reasoned, and supported with sufficient detail to enable assessment.
19.3 The Contractor shall respond substantively within five (5) working days where reasonably possible.
19.4 The parties shall attempt to resolve complaints amicably. Complaints do not suspend the Client’s payment obligations unless explicitly agreed in writing.
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Article 20 – Intellectual Property
20.1 All drawings, designs, descriptions, calculations, work methods, and other documents produced by or on behalf of the Contractor remain the Contractor’s property unless agreed otherwise.
20.2 The Client may not copy, disclose, or provide such materials to Third Parties without the Contractor’s prior written consent.
20.3 If no assignment is awarded, the Client shall return such documents upon request within fourteen (14) days, unless agreed otherwise.
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Article 21 – Assignment, Joint and Several Liability
21.1 The Client may not assign or transfer rights or obligations under the agreement to a third party without the Contractor’s prior written consent.
21.2 If the Client consists of multiple parties, each party is jointly and severally liable for all obligations toward the Contractor.
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Article 22 – Governing Law, Jurisdiction, and Arbitration Option
22.1 These Terms and Conditions and all agreements to which they apply are governed by the laws of The Netherlands.
22.2 Any dispute shall be submitted exclusively to the competent court in the district of the Contractor’s registered office, unless the Contractor elects to submit the dispute to another competent court.
22.3 The Contractor may, at its discretion, submit disputes to the Raad van Arbitrage voor de Bouw (Arbitration Board for the Construction Industry) where legally permissible.
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Article 23 – Amendment of Terms and Conditions (Future Contracts Only)
23.1 The Contractor is entitled to amend or supplement these Terms and Conditions.
23.2 Amendments apply only to future quotations and agreements concluded after the effective date of the amended version, unless the Client expressly accepts the amended version in writing for an existing agreement.
23.3 The applicable version is the version provided to the Client with the quotation/contract or otherwise made available before the agreement is concluded.