General Terms and Conditions of Sale and Delivery

General

1.1. Explanation

All quotations, order confirmations, orders, invoices, and other documents issued by MIGLIO BV, as well as agreements entered into with MIGLIO BV, are subject to these general terms and conditions of sale and delivery. The most recent version of these terms and conditions is always available on the website: www.miglio.eu.

The customer is deemed to accept these terms and conditions of sale and delivery by the mere act of placing an order. Any general terms and conditions of the customer, under any title, that deviate from these terms and conditions of MIGLIO BV shall not apply and cannot be invoked, unless they have been expressly and in writing accepted by MIGLIO BV prior to entering into any agreement.

 

Matters not covered by these terms and conditions shall be governed by the generally applicable rules of Belgian law.

 

1.2. Purchases

Only recognized professional customers who have completed training provided or approved by MIGLIO BV may make purchases directly or through our webshop.

 

1.3 Webshop

Access to the webshop may be limited, denied, or revoked by MIGLIO BV at any time in case of the creation of a false account, use for purposes other than intended, or in an unlawful, illegal, fraudulent, or harmful manner, without MIGLIO BV incurring any liability under these terms and conditions.

 

MIGLIO BV does not guarantee uninterrupted or error-free operation of its webshop. The customer understands and accepts that maintenance of the webshop and/or the underlying IT infrastructure may cause temporary unavailability of the webshop.


Offer

2.1. Validity

Any offer made by MIGLIO BV is non-binding unless explicitly stated otherwise. If an offer is subject to a limited validity period or specific conditions, this shall be explicitly mentioned in the offer.

 

2.2. Product Description

The description of the offered products and/or services is prepared with the utmost care. MIGLIO BV endeavors to provide sufficient detail to allow the customer to make an informed assessment of the offer. Obvious errors, typographical mistakes, or material errors in quotations, order confirmations, documentation, or other commercial communications shall not bind MIGLIO BV.

 

Each offer contains sufficient information to make clear to the customer the rights and obligations associated with the acceptance of the offer. This information includes, but is not limited to:

 

·       the stated price, excluding taxes (unless otherwise specified);

·       any delivery or transport costs;

·       whether or not a right of withdrawal applies (if applicable);

·       the method of payment, delivery, or execution of the agreement.

 

Prices

3.1. Pricing

Unless explicitly stated otherwise, all prices quoted are exclusive of VAT, other duties or taxes of any kind, and exclusive of any shipping, packaging, or administrative costs.

 

Products are invoiced based on the prices and applicable exchange rates as stated in the order issued by MIGLIO BV and accepted by the customer.

 

Obvious calculation or typographical errors in pricing may be corrected by MIGLIO BV at any time, without liability. In case of a manifest error, MIGLIO BV reserves the right to reject or revise the order. The customer shall be informed and given the opportunity to confirm the order at the corrected price or cancel it free of charge.

 

3.2. Price Changes

MIGLIO BV reserves the right to adjust its prices at any time, for example in the event of changes in raw material costs, production costs, transport costs, government levies, or significant fluctuations in exchange rates. Such adjustments shall apply to all future orders and offers not yet confirmed in writing by MIGLIO BV.

 

Conformity and Warranty

4.1. Conformity

MIGLIO BV guarantees that the delivered products and/or services comply with the agreement, the legal requirements in force at the time of delivery, and the specifications stated in the offer. Deviations within normal manufacturing or finishing tolerances do not entitle the customer to reject the products or claim damages.

4.2. Warranty Conditions

The warranty is valid from the invoice date and applies exclusively:

·    to devices correctly installed according to applicable standards, the instructions in the manual, and the rules of good practice;

·       if the device is used solely for its intended purpose and within the product specifications;

·       to the first owner of the device;

·       if the device is fully accessible for diagnosis and repair.

 

MIGLIO BV provides only the statutory manufacturer’s warranty as applicable under Belgian law, even in case of sale to residents of other EU Member States or non-EU countries, unless an additional warranty has been expressly agreed upon in writing.

 

4.3. Warranty Duration and Scope

The specific warranty conditions for each product are stated in a separate annex for the respective product and are also available on the website: www.miglio.eu. Repair or replacement under warranty does not extend the original warranty period.

 

If a defect occurs within six months of delivery and warranty conditions are met, travel and labor costs of MIGLIO BV are also covered. After this period, these costs may be charged according to our support rates, available on request via support@miglio.eu.

 

In the event of a repair or replacement, MIGLIO BV shall provide a new product or component of the same type or repair the defective component. If the original product or component is no longer available (e.g., end-of-life), MIGLIO BV may provide a functionally equivalent alternative.

 

If MIGLIO BV, at its discretion and due to circumstances such as the absence of an equivalent replacement, decides to provide compensation instead of repair or replacement, such compensation shall in any case be limited to the value of the defective product. The customer accepts this limit as reasonable, considering the nature, scope, and foreseeability of potential damages.

 

MIGLIO BV is not liable for installation costs, dismantling, reinstallation, or any other direct or indirect costs or damages arising from or related to the repair or replacement. For such costs, MIGLIO BV cannot be held liable in any manner.

 

4.4. Exclusions

The warranty does not apply to devices or components:

·       without a nameplate, serial number, or with altered identification;

·       repaired or modified by third parties without written permission from Miglio BV;

·    damaged due to incorrect installation (e.g., connection to an unsuitable electrical or hydraulic system, incorrect voltage or pressure);

·       used with unsuitable fittings or water treatments;

·  used in aggressive environments (such as rooms with ammonia, chlorine, corrosive substances, steam, industrial water, or water with excessive oxygen or chemical additives).

 

All products are covered under warranty only if the system water complies with VDI 2035-2. Products intended solely for indoor use are not covered under warranty if installed in high-risk environments for corrosion or condensation, such as above or next to a bath or shower, in a shower cabin, sauna, or swimming pool area.

4.5. Exclusion due to Misuse

MIGLIO BV disclaims any liability for defects caused by:

·       incorrect or improper use;

·       inadequate or negligent maintenance;

·       impact, fall, or transport damage;

·       installation that does not allow easy access to the device for diagnosis or repair.

 

4.6. Interventions Outside Warranty

For any intervention outside the warranty, travel and labor costs are charged according to the MIGLIO BV support rates, available on request via support@miglio.eu.

 

Any intervention not covered by the warranty must be paid in cash or immediately upon invoicing, unless otherwise agreed in writing.

 

4.7. Disputes and Applicable Law

All agreements with MIGLIO BV are governed exclusively by Belgian law, regardless of the nationality or domicile of the customer. In case of disputes, only the courts of the judicial district where MIGLIO BV is located shall have jurisdiction.

 

Orders

5.1. Confirmation

Any person placing an order on behalf of the customer is deemed authorized to bind the customer. It is therefore important that the customer monitors who places orders on its behalf and takes the necessary internal technical and organizational measures to ensure that only authorized persons may place orders.

 

An order is considered accepted only after MIGLIO BV has confirmed it in writing via letter or email. Only this confirmation determines the content of the agreement between the parties.

 

The customer expressly acknowledges that, prior to placing the order, it has been fully and adequately informed about the characteristics and specifications of the products, including financial, commercial, operational, and legal aspects inherent to the offer.

 

The customer must report any inaccuracies in writing within 24 hours of receipt. Failure to respond in time will result in the order content being deemed correct and binding. This also applies to the tacit acceptance of these general terms and conditions of sale and delivery. If corrections are agreed upon, MIGLIO BV will issue an updated confirmation, which forms the definitive agreement between the parties.

 

An order accepted by MIGLIO BV cannot be canceled by the customer without prior and explicit written consent.

 

Additionally, MIGLIO BV reserves the right to refuse or cancel an order in the event of stock depletion, production discontinuation (end-of-life), changes in legal regulations, delivery problems with suppliers, or any other circumstances beyond its reasonable control. The customer will be informed as soon as possible in such cases.

 

Agreements are personal and may only be transferred to third parties with the written consent of both parties.

 

5.2. Modification or Cancellation

In case of modification or cancellation of a product order by the customer, resulting costs shall be fully charged. These costs range from 10% to 100% of the value of the ordered goods, depending on the stage of production and preparation at the time of cancellation.

Orders for custom-made products or products in a non-standard color are final and cannot be canceled or modified after confirmation.

 

Pickup and Delivery

6.1. Careful Execution

MIGLIO BV exercises the utmost care in accepting, processing, and executing product orders.

6.2. Pickup

On-site pickup is the standard delivery method. Unless expressly agreed otherwise in writing, the goods must be collected by the customer from the MIGLIO BV warehouse.

Risk related to the products (including loss, theft, fire, and destruction or damage) passes to the customer upon pickup.

6.3. Delivery

If the customer prefers MIGLIO BV to arrange delivery, this will be carried out via an external transport partner. In this case, the delivery address provided in writing by the customer shall be deemed the place of delivery.

 

Goods are visually inspected by MIGLIO BV before dispatch and handed over to the transport partner in good condition. MIGLIO BV cannot be held liable for damage occurring during transport. The carrier assumes the risk from the point of departure from MIGLIO BV.

 

Visible transport damage must be noted immediately on the delivery note and reported in writing to MIGLIO BV (by email or letter) within 24 hours of delivery. Failure to do so voids any right to complaint or compensation. See also Article 9.2 (Complaints about visible defects).

 

6.4. Indicative Delivery Times

All stated delivery times and stock quantities are purely indicative. Delays in delivery, execution, or deviations in stock quantities shall not give rise to any penalty, compensation, cancellation, or termination of the order or agreement, nor to refusal to accept the goods. A delay or stock shortage shall never constitute a contractual default.

6.5. Force Majeure

MIGLIO BV is not liable for non-performance of delivery obligations due to force majeure or circumstances beyond its reasonable control. Force majeure includes (but is not limited to) war, strikes, lockouts, extreme weather, epidemics and pandemics, natural disasters, government measures, disruptions in the supply of raw materials, energy or transport, machinery breakdown, or other production issues.

 

In such cases, MIGLIO BV reserves the right to:

 

·       postpone delivery without any compensation being due; or

·       wholly or partially terminate the agreement without judicial intervention or notice of default.

 

6.6. Deferred Delivery or Call-off

If the customer defers delivery or places a “call-off” order, MIGLIO BV reserves the right, after a period of three (3) months, to:

·       demand immediate acceptance and payment for the goods at the price valid at the time of delivery;

or

·       cancel the agreement without prior notice.

In both cases, MIGLIO BV may claim additional compensation and/or interest from the customer.

 

Payment Terms

7.1. Standard Payment Method

For all orders, in particular the first order, a prepayment of 100% of the invoice amount is required and prior to delivery or pickup of the goods.

·       50% deposit upon ordering the relevant call-off or partial delivery;

·       50% remaining balance prior to pickup or delivery of the goods.

 

7.2. Credit Facility

If the customer requests payment on credit, this will be handled via a recognized third-party credit provider, subject to a positive credit assessment. Upon positive evaluation, a maximum payment term of 30 days from the invoice date applies.

 

MIGLIO BV is not a credit provider and bears no responsibility or obligation regarding the granting, refusal, or conditions of credit provided by third parties.

 

If the credit assessment is negative, MIGLIO BV may, at its discretion and without obligation, allow delivery under the following payment terms:

 

·       70% deposit upon ordering the relevant call-off or partial delivery;

·       30% remaining balance within 30 days from the invoice date.

 

Invoice Terms

8.1. Notification Duty

Invoices are sent exclusively electronically (via email). The customer is obliged to immediately notify MIGLIO BV in writing of any inaccuracies in the provided or stated payment details.

8.2. Payment Term and Method

Invoices are payable in cash no later than the due date, either at the registered office of MIGLIO BV or to one of the bank accounts stated on the invoice, without any deduction for discounts unless explicitly stated otherwise on the invoice.

8.3. Consequences of Late Payment

For each unpaid invoice, the outstanding amount shall automatically increase, without prior notice, by a fixed non-reducible compensation equal to 10% of the amount due, with a minimum of €500, plus default interest at the statutory rate as established in the Belgian Law of 2 August 2002 on late payment in commercial transactions, unless actual collection costs — including legal fees — are higher.

8.4. Suspension and Termination

In case of full or partial non-payment, or failure to comply with any other contractual obligation, MIGLIO BV reserves the right to:

·       immediately claim all outstanding invoices;

·       suspend the execution of ongoing agreements;

·       or terminate the agreement(s) by operation of law, without judicial intervention, by simply sending a registered letter, without any compensation due to the customer.

 

This is without prejudice to MIGLIO BV’s right to full compensation.

8.5. No Set-off

No complaint or dispute, of any kind, even if considered or deemed valid by MIGLIO BV, releases the customer from the obligation to pay invoices on time.

 

Complaints Procedure

9.1. Invoice Complaints

Complaints regarding an invoice must be submitted in writing to MIGLIO BV no later than seven (8) calendar days after the invoice or delivery date.

9.2. Complaints About Visible Defects

Upon acceptance of delivery, products are deemed delivered in conformity, and MIGLIO BV cannot be held liable for visible defects. See also Article 6.3 (Delivery).

 

9.3. Complaints About Hidden Defects

Complaints regarding hidden defects must be submitted immediately, and at the latest within a reasonable period after the alleged defect was discovered or could reasonably have been discovered, and in any case before any use, modification, or repair occurs, in writing to MIGLIO BV.

9.4. Requirements for Complaint Notification

Each complaint must include at least the following:

·       invoice number and date;

·       a clear description of the complaint;

·       if possible, photographic evidence of the damage or deviation.

 

Failure to timely and correctly notify in accordance with the above provisions will result in the delivery being deemed fully compliant and accepted.

9.5 Limitation Period for Legal Claims for Defects

A legal claim due to a defect that may justify annulment of the sale or non-conformity must be filed no later than two (2) months after the defect is identified, under penalty of forfeiture of any right to complaint, compensation, or legal intervention.

9.6 Consequential Damages

To the extent permitted by law, MIGLIO BV is not liable for any damage, contractual or non-contractual, caused by:

·      damage or defects resulting from wear and tear, negligent and/or improper use, or actions of third parties;

·   consequential or indirect damages such as fire, lack of heating, or other inconveniences in the property where the products were installed;

·     damages not attributable to MIGLIO BV, such as force majeure or third-party interventions (e.g., a non-authorized customer).

To the extent that MIGLIO BV’s insurer provides coverage, and provided that the insurer actually grants coverage and pays out, liability shall be limited to the amount paid by the insurer, plus any deductible retained, without MIGLIO BV being liable for any other (uninsured and/or unpaid) damages.

 

Returns

10.1. No Return for Correct Delivery

Orders executed correctly are not accepted for return by MIGLIO BV.

10.2. Return After Approval

Returns are only permitted after prior consultation and explicit written approval from MIGLIO BV. The request must always include the invoice number and date.

10.3. Conditions for Credit

Credit will only be granted if all the following conditions are met:

·       the products and all accessories are undamaged;

·       they are in the original packaging;

·       and they are fully suitable for resale.

10.4. Return Costs

All costs associated with returns, including transport, handling, and administrative costs, are fully borne by the customer unless explicitly agreed otherwise in writing.

 

Retention of Title

Delivered goods remain the full property of MIGLIO BV until the customer:

·       has paid the full purchase price;

·       and all other outstanding amounts, of any kind, arising from the agreement or previous transactions, have been fully paid.

 

Until ownership transfers to the customer, they are not entitled to:

·       dispose of or sell the goods, except in the normal course of business;

·       pledge or otherwise encumber the goods with any security right, guarantee, or lien.

 

If the customer fails to pay on time, MIGLIO BV is entitled to repossess the delivered goods without prior notice, regardless of their location. The customer undertakes to fully cooperate.

Until ownership transfer, the customer bears full responsibility for the preservation, protection, and risk of the delivered goods. The goods must be adequately protected, insured, and clearly identified as property of MIGLIO BV.

In case of seizure, bankruptcy, or any third-party intervention affecting MIGLIO BV’s ownership rights, the customer must:

·       immediately notify MIGLIO BV in writing;

·       and take all necessary measures to safeguard MIGLIO BV’s rights.

 

Intellectual Property and Trademark Rights

All intellectual property rights related to products, designs, manuals, software, commercial documents, brand names, logos, slogans, images, and other materials originating from MIGLIO BV remain the exclusive property of MIGLIO BV, unless expressly agreed otherwise in writing.

 

The customer is only entitled to use this intellectual property within the scope of the active collaboration with MIGLIO BV, and solely for promotional, commercial, or support purposes related to MIGLIO BV products for which they are authorized. Any other use requires prior written consent.

 

Any copying, adaptation, translation, modification, use, or alteration of MIGLIO BV documentation, in whole or in part, by any means, is strictly prohibited unless explicitly authorized in writing in advance.

 

If the parties use social media platforms or networks (including but not limited to LinkedIn, Facebook, Threads, X, etc.), they commit to remove or update all business mentions, profiles, or other communications within three (3) calendar days after they no longer distribute or offer MIGLIO BV products, so that no active collaboration appears.

 

After discontinuing distribution or commercial cooperation, the use of the logo, brand name, or other intellectual property of MIGLIO BV is no longer permitted, unless expressly authorized in writing.

 

After-Sales Service and Support

13.1. Customer Responsibility

The customer is responsible for first-line intervention in case of complaints and undertakes to actively maintain product knowledge, technical support, after-sales service, promotion, and sales activities. Given the nature of the products, effective and customer-oriented service is essential to ensure a positive end-customer experience.

13.2. Customer Response Time

In the event of a complaint from the end-customer, the customer undertakes to respond or intervene on-site within three (3) working days from the notification.

 

If the customer fails to respond, MIGLIO BV reserves the right to act directly, after first attempting to contact the customer. If no timely or adequate response is provided, MIGLIO BV may:

 

·       contact the end-customer directly;

·       and/or handle the complaint through a third party acting on behalf of the customer.

 

All associated costs, including administration, transport, and personnel costs, will be fully invoiced to the customer.

13.3. Support Requests

All support requests to MIGLIO BV must be submitted via support@miglio.eu. The customer must provide sufficient information, including at least:

 

·       invoice number and date;

·       a clear description of the issue (including any error codes);

·       and, if possible, photographic evidence.

 

Requests via other channels will not be accepted or processed.

For any support outside warranty coverage, all associated costs, including administration, transport, and personnel costs, will be charged according to the current service rates of MIGLIO BV. Rates are available on request via support@miglio.eu.

 

Any support outside warranty must be paid in cash or immediately after invoicing unless otherwise agreed in writing. See also Article 4 (Conformity and Warranty).

 

Product Changes

MIGLIO BV reserves the right to make technical modifications (small-scale) to its products at any time, even after order placement, provided these do not materially affect the functionality or performance of the product. Such adjustments are considered improvements and may be implemented without prior notice in the interest of the customer.

 

Even when selling based on a model, drawing, or documentation, MIGLIO BV is not obliged to deliver an exact copy, as long as the delivered product substantially conforms to the agreed purpose and specifications.

 

Warranty

The warranty provided by MIGLIO BV varies by product. Applicable warranty periods and conditions are included in the technical documentation or separate appendices for the respective product and are also available on the website: www.miglio.eu. See also Article 4.3 (Warranty Duration and Scope).

If the customer resells the goods, they undertake to fully make MIGLIO BV’s general and specific product warranty conditions enforceable for their own customers.

 

In any case, the customer agrees to fully indemnify MIGLIO BV against any claims from their clients that exceed the claims the customer could make themselves under the warranty conditions toward MIGLIO BV.

 

Disputes

All agreements concluded with MIGLIO BV are governed exclusively by Belgian law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). In case of disputes, only the courts of the judicial district where MIGLIO BV is established have jurisdiction. 

However, MIGLIO BV reserves the right to summon its debtors to the courts of their residence, registered office, or the location in Belgium or abroad where their main establishment is situated.

 

Deviations from the General Terms ans Conditions

Any deviations from these general terms and conditions are valid only if expressly agreed in writing with MIGLIO BV. Such deviations apply exclusively to the agreement for which they were granted and can never be considered as precedent or an acquired right for future transactions.