GENERAL TERMS AND CONDITIONS OF TOPSHADE
Version 2.1 – September 2026
Trade name: TopShade
Legal entity: HOGP V.O.F.
Chamber of Commerce (KvK): 60025069
VAT number: NL853736054B01
EORI number: NL853736054
REX number: NLREX3783
Visiting address / Warehouse
Jan van de Laarweg 6
2678 LH De Lier
The Netherlands
Postal address
Vlier 1
3171 PT Poortugaal
The Netherlands
Email: info@topshade.eu
Telephone: +31 (0)6 3724 3716 / +31 (0)6 2059 9579
Article 1 – Definitions
In these General Terms and Conditions, the following terms shall have the meanings set out below:
1.1 TopShade:
HOGP V.O.F., trading under the name TopShade.
1.2 Customer:
Any natural person or legal entity that places an order with TopShade, enters into an agreement with TopShade, or to whom TopShade provides an offer or quotation.
1.3 Consumer:
A natural person who is not acting in the course of a profession, business or commercial activity.
1.4 Business Customer:
Any Customer acting in the course of a profession, business, company or other professional activity.
1.5 Agreement:
Any agreement between TopShade and the Customer relating to the sale, supply, installation, repair, servicing or other provision of services in connection with TopShade products.
1.6 Product:
Any product supplied by TopShade, including but not limited to external and internal shading systems, screens, roof-window screens, skylight shading systems, rooflight shading systems, roof-access hatch shading systems, cassette systems, fabrics, motors, controls and associated components.
1.7 Bespoke Product:
A product manufactured, assembled or modified in accordance with the Customer's specifications, including dimensions, colour, fabric type, operation, motorisation, cassette, fixing method and installation method.
1.8 Installation:
Any installation, fitting, adjustment, connection and/or commissioning work carried out by or on behalf of TopShade.
1.9 In Writing:
By letter, email or any other electronic means by which the contents can be stored and subsequently accessed.
Article 2 – Applicability
2.1 These General Terms and Conditions apply to all offers, quotations, agreements, sales, deliveries, installation work, repairs, servicing and other services provided by TopShade.
2.2 These Terms and Conditions form part of every Agreement between TopShade and the Customer, unless expressly agreed otherwise in writing.
2.3 The Customer's general or other terms and conditions shall not apply unless TopShade has expressly accepted them in writing in advance.
2.4 Where the Customer is a Consumer, mandatory statutory provisions shall prevail over any provision of these General Terms and Conditions.
2.5 If any provision of these General Terms and Conditions is void, voidable or otherwise unenforceable, the remaining provisions shall remain in full force and effect. The parties shall replace the relevant provision with a legally valid provision that reflects the intention of the original provision as closely as reasonably possible.
Article 3 – Quotations and Offers
3.1 All offers and quotations issued by TopShade are non-binding unless an explicit validity period is stated.
3.2 A quotation is based on the information, drawings, photographs, measurements, specifications and other details supplied by the Customer to TopShade.
3.3 Obvious errors, mistakes, typographical errors or calculation errors in a quotation or price indication shall not bind TopShade.
3.4 An Agreement shall be concluded when:
a. the Customer has accepted the quotation or offer in writing and TopShade has confirmed the order in writing; or
b. TopShade, with the Customer's consent, has commenced performance of the order.
3.5 The Agreement shall comprise only those items expressly stated in the quotation, order confirmation or other written agreement.
3.6 Work or facilities not expressly included, including crane work, lifting work, access platforms, scaffolding, glass suction equipment, additional transport, parking costs, permits, electrical work or building work, are excluded unless otherwise agreed in writing.
Article 4 – Bespoke Products and Product Specifications
4.1 A significant proportion of the products supplied by TopShade are manufactured specifically to order.
4.2 The Customer is responsible for the accuracy of measurements, drawings, photographs, specifications and other information supplied by the Customer, unless TopShade has independently checked or established the relevant measurements or information.
4.3 Where TopShade carries out the measurements, the Customer remains responsible for any changes to the situation after the measurements have been taken.
4.4 If, following the measurement survey, the actual situation differs from the situation on which TopShade reasonably relied when preparing the quotation or accepting the order, TopShade shall be entitled to charge the Customer for the resulting additional work and costs.
4.5 Minor variations in dimensions, colour, texture, fabric, material or finish that are inherent to the manufacturing process or material used shall not constitute a defect where they fall within reasonable manufacturing tolerances.
4.6 Products containing textiles, fabrics or other natural or technically composite materials may exhibit variations in colour, texture and surface appearance.
4.7 Images, colour samples, photographs and digital representations are for indicative purposes only. A minor variation from such representations shall not automatically constitute a failure to perform the Agreement.
Article 5 – Changes Requested by the Customer
5.1 Changes to an order after the Agreement has been concluded are only possible if TopShade accepts such changes in writing.
5.2 If a change results in additional costs or delays, these costs shall be borne by the Customer.
5.3 Once production of a Bespoke Product has commenced, a change may be technically impossible or may only be carried out at additional cost.
5.4 TopShade shall not be obliged to accept changes that are technically impossible or that would unreasonably disrupt production.
Article 6 – Prices
6.1 Prices are stated in the quotation and, unless otherwise specified, are exclusive of VAT.
6.2 Costs for transport, installation, travel time, parking, tolls, permits, crane work, lifting work, access platforms, scaffolding, glass suction equipment and other equipment are only included where expressly stated in the quotation.
6.3 If, after the Agreement has been concluded, it becomes apparent that additional work is necessary which could not reasonably have been foreseen, such work shall be regarded as additional work.
6.4 Where reasonably possible, TopShade shall inform the Customer of additional work in advance.
6.5 If immediate action is necessary to prevent damage, danger or significant delay, TopShade may carry out the necessary work without prior approval, after which the costs shall be specified.
Article 7 – Deposit and Payment
7.1 TopShade may require a deposit for Bespoke Products.
7.2 If a 50% deposit has been agreed in the quotation, production shall only commence once the deposit has been received in full and all information required for production has been approved.
7.3 The remaining balance must be paid within the payment period stated on the quotation or invoice.
7.4 If the Customer fails to make payment on time, TopShade shall be entitled to suspend performance of the Agreement until the outstanding payment has been received.
7.5 If production or delivery is delayed due to late payment by the Customer, the original delivery period shall automatically be extended by the period of the delay and the reasonably required rescheduling period.
7.6 In the case of Business Customers, TopShade shall be entitled to charge statutory commercial interest and extrajudicial collection costs in the event of late payment, insofar as legally permitted.
7.7 For Consumers, interest and costs shall only be charged to the extent and after the point at which this is permitted by law.
7.8 Payments made by the Customer shall first be allocated to outstanding costs and interest and subsequently to the oldest outstanding invoice, unless TopShade confirms otherwise in writing.
Article 8 – Delivery Period
8.1 Delivery periods stated by TopShade are indicative unless a final and binding delivery deadline has expressly been agreed in writing.
8.2 The delivery period shall not commence until:
a. the Agreement has been definitively confirmed;
b. all necessary information has been received;
c. any drawings or specifications have been approved; and
d. the agreed deposit has been received.
8.3 If a delay occurs due to circumstances not attributable to TopShade, the delivery period shall be extended accordingly.
8.4 Such circumstances may include, among other things, production problems at suppliers, material shortages, transport problems, customs procedures, strikes, government measures, extreme weather conditions and other circumstances beyond TopShade's reasonable control.
8.5 Exceeding an indicative delivery period shall not automatically entitle the Customer to compensation or termination of the Agreement.
8.6 If delivery is significantly delayed, TopShade shall inform the Customer as soon as reasonably possible and, where reasonably possible, provide an updated schedule.
Article 9 – Delivery and Transport
9.1 The agreed method and place of delivery shall be stated in the quotation or order confirmation.
9.2 Unless otherwise agreed in writing, delivery shall be made to the agreed unloading location and shall not automatically include delivery to an upper floor, roof or other difficult-to-access location.
9.3 Lifting or transporting Products to a roof, upper floor or other difficult-to-access location is not included in the delivery unless expressly agreed.
9.4 Crane work, lifting equipment, glass suction equipment, access platforms, scaffolding, lifts and similar facilities are only included where expressly stated in the quotation.
9.5 Where the Customer is responsible for arranging a crane, lifting equipment, access platform, scaffolding or other facility, such facility must be available at the agreed time and be suitable and safe for the intended work.
9.6 If the agreed facility is unavailable, unsuitable or unsafe, TopShade may postpone the work.
9.7 Additional costs resulting from such a delay, including waiting time, additional transport, additional travel time or rescheduling of installation, may be charged to the Customer insofar as legally permitted.
Article 10 – Installation
10.1 Installation work shall only be carried out where it is expressly included in the Agreement.
10.2 The Customer shall ensure that the installation location is accessible, safe and free from obstacles at the agreed time.
10.3 The Customer shall obtain any necessary permission from the owner, landlord, owners' association, contractor, building manager or other relevant parties, unless otherwise agreed in writing.
10.4 The Customer shall provide access to the building and installation location during the agreed working hours.
10.5 TopShade may postpone installation if weather conditions, wind, rain, temperature, safety, accessibility or other circumstances do not permit the work to be carried out safely.
10.6 If, during installation, it becomes apparent that the substrate, structure, glazing, fixing points, electrical installation or other circumstances are unsuitable for the agreed installation method, TopShade may suspend the work.
10.7 Additional work required as a result of circumstances that could not reasonably have been identified in advance shall be regarded as additional work.
10.8 TopShade shall not be responsible for existing defects or deficiencies in the substrate, glazing, roof structure or other existing components unless the damage is demonstrably caused by a failure attributable to TopShade.
Article 11 – Glass, Glazing and Existing Structures
11.1 TopShade supplies and installs Products that may be installed on or around glass, roof windows, rooflights, skylights and roof access hatches, among other applications.
11.2 Existing glazing and building structures may contain existing stresses, ageing, material weaknesses or other characteristics that are not always visible in advance.
11.3 Temperature differences, solar exposure, structural stresses, existing damage and properties of the glazing may, under certain circumstances, result in thermal breakage or other damage.
11.4 TopShade shall carry out installation in accordance with the agreed installation method and with reasonable care.
11.5 TopShade shall not be liable for damage that is solely caused by existing defects, material properties, structural conditions or other causes not attributable to TopShade.
11.6 This provision shall not exclude liability where the damage is demonstrably caused by an error or failure attributable to TopShade.
Article 12 – Electrical Connections and Controls
12.1 Electrical connections shall only be carried out where expressly included in the Agreement.
12.2 Where the Customer or a third party carries out the electrical connection, the Customer shall be responsible for the suitability and correct execution of that connection.
12.3 TopShade shall not be responsible for faults caused solely by the existing electrical installation, network connection, internet connection or third-party equipment.
12.4 Where a Product is connected to a smart-home system or external control system, its operation may depend on equipment, software, internet connections or services provided by third parties.
12.5 TopShade shall not be liable for changes to, interruptions of or termination of external services on which the operation of a connected system depends, insofar as these circumstances are not attributable to TopShade.
Article 13 – Completion
13.1 Following installation, the Product shall be checked for correct operation, insofar as this is reasonably possible under the circumstances.
13.2 Visible defects or deficiencies must be reported to TopShade as soon as reasonably possible.
13.3 Putting the Product into use does not mean that the Customer waives any statutory rights relating to defects that were not reasonably visible or detectable upon completion.
Article 14 – Complaints
14.1 Complaints must be reported to TopShade in writing as soon as reasonably possible after discovery.
14.2 A complaint shall, insofar as reasonably possible, include:
a. the order or invoice number;
b. a description of the problem;
c. photographs of the problem; and
d. information concerning the use of the Product and the circumstances in which the problem arose.
14.3 TopShade shall be given a reasonable opportunity to investigate the complaint.
14.4 If a complaint is found to be justified, TopShade shall provide an appropriate remedy within a reasonable period, such as repair, replacement or another remedy required by law.
14.5 If, following investigation, a complaint is found to be unfounded and TopShade has informed the Customer in advance that investigation costs may be charged, TopShade may charge reasonable investigation and call-out costs.
Article 15 – Warranty and Statutory Rights
15.1 Warranty
In addition to the statutory rights of consumers, TopShade provides a supplementary commercial warranty for products supplied by TopShade and, where applicable, installation work carried out by TopShade. This commercial warranty applies exclusively subject to the provisions of these General Terms and Conditions and any additional written warranty conditions issued by TopShade.
15.2 Warranty on Products
Products supplied by TopShade are covered by a commercial warranty of 2 years from the date of delivery, unless otherwise agreed in writing.
15.3 Warranty on Installation
Installation work carried out by TopShade is covered by a commercial warranty of 2 years from the date of completion, unless otherwise agreed in writing.
The installation warranty applies exclusively to the work carried out by TopShade.
15.4 Warranty on Motors and Control Components
Motors are covered by a commercial warranty of 2 years, unless otherwise stated in the quotation or agreed in writing.
Wall switches, remote controls and comparable electronic or mechanical control components are covered by a commercial warranty of 6 months, unless otherwise agreed in writing.
15.5 Manufacturer's and Supplier's Warranty
If a manufacturer or supplier provides a separate manufacturer's or supplier's warranty, additional or different terms and conditions may apply. Where possible, TopShade may assist the customer in handling such a warranty claim on the customer's behalf.
A manufacturer's or supplier's warranty is separate from TopShade's commercial warranty and does not limit the statutory rights of consumers.
15.6 Statutory Rights of Consumers
TopShade's commercial warranty is an additional warranty and does not limit the statutory rights of consumers.
The statutory rights of consumers are not limited to a fixed period of two years. Even after the expiry of the commercial warranty, a consumer may, depending on the circumstances and the nature, price, quality and expected lifespan of the product, have statutory rights if the product does not meet the expectations that the consumer could reasonably have had.
15.7 Warranty for Business Customers (B2B)
For business customers (B2B), only the commercial warranty set out in these General Terms and Conditions, the quotation or a separate written agreement applies.
Where TopShade supplies products through a business customer, reseller, installer, contractor or other professional party, TopShade's commercial warranty applies exclusively subject to the warranty conditions provided by TopShade.
Any obligations that a business customer assumes towards its own customer which go beyond the commercial warranty provided by TopShade shall not be borne by TopShade, unless TopShade has expressly accepted such obligations in writing in advance.
15.8 Scope of the Warranty
If a defect is demonstrably covered by the commercial warranty, TopShade shall, within reasonable limits and at its discretion, determine whether the relevant product or component will be repaired, replaced or otherwise appropriately remedied.
The commercial warranty applies exclusively to the defective product, component or installation work carried out by TopShade, unless otherwise agreed in writing.
15.9 Additional Costs for B2B Customers
For business customers, unless otherwise agreed in writing, the commercial warranty covers only the repair or replacement of the defective product or component.
The warranty does not automatically include costs associated with accessing, dismantling, removing, transporting, replacing or reinstalling the product or component.
Such costs include, but are not limited to:
a. labour and installation costs;
b. call-out and travel costs;
c. travel time and accommodation costs;
d. transport and shipping costs, except for the shipment of a replacement component arranged by TopShade;
e. costs for cranes, lifting equipment and hoisting equipment;
f. costs for access platforms, scaffolding and other temporary facilities;
g. costs for glass suction lifters, vacuum lifting equipment and other specialist equipment;
h. costs associated with making the product accessible;
i. costs charged by third parties engaged by the customer;
j. dismantling and reinstallation costs;
k. costs for repairing roof, façade, glazing, structural or finishing work required in connection with the repair or replacement.
15.10 No Automatic Obligation to Carry Out Work on Site
The supply of a replacement product or component does not automatically create an obligation for TopShade to dismantle, replace or install the product or component on site.
If TopShade carries out such work at the customer's request, these activities may be charged separately, unless otherwise agreed in writing.
15.11 Accessibility and Site Conditions
The customer is responsible for ensuring that the product and the site are made available in a timely, safe and sufficiently accessible manner.
If special equipment, facilities or third-party services are required for inspection, repair, dismantling, replacement or installation, the associated costs shall be borne by the customer, unless otherwise agreed in writing.
15.12 Exclusions from the Commercial Warranty
The commercial warranty does not apply to defects or damage resulting from:
a. normal wear and tear;
b. incorrect, improper or inappropriate use;
c. use other than for the purpose for which the product was designed;
d. insufficient, incorrect or omitted maintenance;
e. installation, dismantling, relocation or modification carried out by the customer or third parties;
f. modifications, repairs or other work carried out by the customer or third parties without the prior written approval of TopShade;
g. damage caused by third parties;
h. external influences for which TopShade cannot reasonably be held responsible;
i. storms, extreme weather conditions or other circumstances that cannot reasonably be attributed to TopShade;
j. structural or building modifications made after installation;
k. alterations, subsidence, movement or defects in the substrate, supporting structure, glazing or existing building structure;
l. thermal or mechanical stresses in existing glazing, frames or structures;
m. damage caused by animals, vandalism or other external factors;
n. failure to follow installation, operating or maintenance instructions provided by TopShade.
These exclusions do not affect the statutory rights of consumers.
15.13 Inspection and Assessment of Warranty Claims
TopShade is entitled to inspect and assess a reported defect before determining whether the defect is covered by the commercial warranty.
If it is established that the reported defect is not covered by the commercial warranty, TopShade may charge the customer for inspection costs, call-out costs, travel time, labour, components and other services, provided that such costs have been communicated in advance or reasonably arise from the circumstances.
15.14 Warranty Claims
A claim under the commercial warranty must be reported to TopShade in writing as soon as reasonably possible after the defect has been discovered. The customer shall provide sufficient information to enable TopShade to assess the defect, including, where possible, photographs, videos, product details and a description of the problem.
15.15 Transfer of the Commercial Warranty
TopShade's supplementary commercial warranty is linked to the relevant product and applies to the original purchaser, unless otherwise agreed in writing.
Transfer of the commercial warranty to a subsequent owner is only possible if TopShade has confirmed this in writing in advance.
This provision does not affect the statutory rights of consumers.
15.16 No Limitation of Statutory Rights
None of the provisions of this article are intended to limit or exclude the statutory rights of consumers.
Article 16 – Exclusions from the Commercial Warranty
The commercial warranty does not apply to defects or damage resulting from:
a. normal wear and tear;
b. incorrect or improper use;
c. use other than that for which the Product was designed;
d. insufficient or incorrect maintenance;
e. installation or removal carried out by the Customer;
f. modifications or repairs carried out by the Customer or third parties;
g. damage caused by third parties;
h. external influences;
i. storms, extreme weather conditions or other force majeure events;
j. structural or building modifications after installation;
k. changes to the substrate or structure;
l. stresses or defects in existing glazing or structures;
m. damage caused by animals, vandalism or other external factors;
n. failure to follow operating or maintenance instructions provided by TopShade.
The statutory rights of Consumers shall not be restricted by these exclusions.
Article 17 – Fabrics and Material-Related Characteristics
17.1 Sun-shading fabrics are technical textile products. Depending on the material, tension, temperature, installation method and use, visual characteristics may occur that do not necessarily constitute a technical defect.
17.2 Examples may include:
- minor creases;
- fold lines;
- differences in gloss;
- chalk marks;
- waffle or structural effects;
- minor colour variations;
- minor deviations around seams and hems.
17.3 Such characteristics shall not constitute a defect where they are inherent to the material used, fall within normal tolerances and do not materially affect the functioning of the Product.
Article 18 – Cancellation by Business Customers
18.1 A Business Customer may only cancel an order after conclusion of the Agreement if TopShade agrees to such cancellation in writing.
18.2 In the event of cancellation of a Bespoke Product order, TopShade may charge costs already incurred and reasonably irrecoverable.
18.3 Such costs may include:
a. materials already ordered;
b. production costs;
c. components manufactured specifically for the Customer;
d. transport costs;
e. engineering and drawing costs;
f. work already carried out;
g. installation and scheduling costs already incurred.
18.4 If TopShade agrees to the cancellation, the financial consequences shall be recorded in writing in advance.
Article 19 – Consumers and Right of Withdrawal
19.1 Where a Consumer enters into an Agreement at a distance or away from the business premises, the Consumer shall in principle have a statutory withdrawal period of 14 days, unless a statutory exception applies.
19.2 For Bespoke Products, the statutory right of withdrawal may be excluded where the Product has been manufactured according to the Consumer's specifications or is clearly intended for a specific person, provided the statutory requirements for this exception are met.
19.3 TopShade shall clearly inform the Consumer before conclusion of the Agreement where such a statutory exception applies.
19.4 If a Consumer expressly requests that a service commence before the withdrawal period has expired, the Consumer may, subject to the statutory conditions, be required to pay for services already performed if the Consumer subsequently exercises the right of withdrawal.
19.5 TopShade shall provide Consumers with the information and documents required under applicable consumer protection legislation.
Article 20 – Installation at the Consumer's Request During the Withdrawal Period
20.1 If a Consumer requests that installation or other services commence before the statutory withdrawal period has expired, TopShade shall inform the Consumer accordingly in advance.
20.2 If the Consumer exercises the right of withdrawal after performance has commenced at the Consumer's express request, payment for services already performed shall be determined in accordance with applicable statutory provisions.
Article 21 – Retention of Title
21.1 In the case of Business Customers, Products supplied shall remain the property of TopShade until all amounts owed by the Customer to TopShade under the Agreement have been paid in full, insofar as legally permitted.
21.2 Until ownership has transferred, the Customer shall not be entitled to sell, pledge or otherwise transfer the Products to third parties, except to the extent permitted by law for Business Customers.
21.3 Retention of title shall not apply in any manner contrary to mandatory consumer protection provisions.
Article 22 – Suspension and Termination
22.1 If the Customer fails to fulfil its obligations fully or on time, TopShade shall, insofar as legally permitted, be entitled to suspend its own obligations.
22.2 In the case of a Business Customer, TopShade may terminate the Agreement in whole or in part if the Customer, even after being granted a reasonable period, materially fails to fulfil its obligations.
22.3 In the case of Consumers, suspension and termination shall only be applied to the extent permitted by law.
Article 23 – Force Majeure
23.1 TopShade shall not be liable for delay or failure to perform its obligations where this is the result of force majeure.
23.2 Force majeure shall include, among other things:
- war or threat of war;
- government measures;
- strikes;
- transport problems;
- customs problems;
- fire;
- extreme weather conditions;
- flooding;
- supplier disruptions;
- material shortages;
- production problems;
- power or internet outages;
- cyber incidents;
- pandemics;
- other circumstances beyond TopShade's reasonable control.
23.3 If a force majeure situation continues for an extended period, TopShade and the Customer shall consult with each other regarding continuation or termination of the Agreement.
Article 24 – Liability and Limitation of Liability
24.1 Attributable Failure to Perform
TopShade shall only be liable for direct damage that is the direct result of a failure attributable to TopShade in the performance of its contractual obligations, insofar as such liability cannot legally be excluded or limited.
24.2 Direct Damage
Direct damage shall be understood exclusively as the reasonable costs directly necessary to remedy the failure by TopShade or to mitigate its consequences, insofar as such costs can reasonably be attributed to TopShade.
24.3 Exclusion of Indirect and Consequential Damage for B2B Customers
For business customers (B2B), TopShade shall, to the extent permitted by law, not be liable for indirect or consequential damage.
This includes, but is not limited to:
a. business interruption or disruption of business operations;
b. loss of turnover or profit;
c. production losses;
d. loss of anticipated savings;
e. loss of orders or customers;
f. reputational damage;
g. damage resulting from delays;
h. costs of replacement facilities or temporary solutions;
i. other business-related consequential damage.
24.4 Limitation of Liability
If, notwithstanding the provisions of this article, TopShade is liable for damage, TopShade's total liability per event or series of related events shall be limited to the amount paid to TopShade for the relevant product or service, subject to an absolute maximum of €10,000 per event or series of related events.
If and to the extent that TopShade's liability insurance pays a higher amount in the relevant case, liability shall be limited to the amount actually paid by the insurer.
Any excess payable by TopShade under its insurance policy shall not be added to the insured amount and shall not be separately reimbursable.
24.5 Work Carried Out by the Customer or Third Parties
TopShade shall not be liable for damage arising from work carried out by the customer or by third parties engaged by the customer, including installation, dismantling, transportation, lifting operations, crane work, scaffolding, glazing work or work on the building structure, unless the damage is the result of a failure attributable to TopShade.
24.6 Customer's Responsibility
The customer is responsible for the correct application, processing, installation, operation and maintenance of the supplied product, insofar as such activities are not carried out by TopShade.
The customer is also responsible for providing accurate and complete information regarding the circumstances in which the product will be used.
TopShade shall not be liable for damage resulting from:
a. incorrect installation;
b. incorrect or improper use;
c. insufficient or incorrect maintenance;
d. modifications to the product;
e. work carried out by the customer or third parties;
f. failure to follow TopShade's installation, operating or maintenance instructions.
This does not apply insofar as the damage is the result of a failure attributable to TopShade.
24.7 Third Parties Engaged by TopShade
If TopShade engages third parties in the performance of the agreement, TopShade shall remain responsible for the performance of its own contractual obligations to the extent required by law.
To the extent permitted by law, TopShade shall not be liable for damage that is exclusively the result of a failure or act of a third party for which TopShade is not responsible.
24.8 Force Majeure
TopShade shall not be liable for damage arising from circumstances that cannot reasonably be attributed to TopShade and whose consequences could reasonably not have been prevented or limited.
Force majeure includes, but is not limited to, disruptions or failures involving suppliers, manufacturers, transport companies or other third parties, shortages of materials, production problems, strikes, government measures, extreme weather conditions and other circumstances beyond TopShade's reasonable control that reasonably prevent the performance of the agreement.
24.9 Limitation Period
Any claim for damages against TopShade shall lapse if the customer has not notified TopShade of such claim in writing within twelve months after becoming aware, or reasonably having been able to become aware, of the damage and the party responsible for it, insofar as such a limitation period is legally permitted.
24.10 Mandatory Law and Consumers
The limitations and exclusions contained in this article shall apply only to the extent permitted by law.
The limitations of liability shall not apply insofar as the damage is caused by wilful misconduct or deliberate recklessness on the part of TopShade or its management, or where the application of such a limitation is prohibited by mandatory law.
The statutory consumer protection rules apply to consumers. None of the provisions of this article are intended to limit or exclude the statutory rights of consumers.
24.11 Severability
If any provision of this article is found to be wholly or partially invalid or unenforceable, the remaining provisions shall remain in full force and effect.
The relevant provision shall, insofar as legally possible, be replaced by a valid and enforceable provision that most closely reflects the purpose and intent of the original provision.
Article 25 – Customer's Responsibilities
The Customer is responsible for:
a. providing accurate and complete information in a timely manner;
b. obtaining the necessary permissions;
c. making the installation location available and accessible;
d. making agreed facilities available on time;
e. reporting known defects in glazing, roofing, structures or other components;
f. following operating and maintenance instructions;
g. ensuring that the site is safely accessible where the Customer is responsible for the site.
If the Customer fails to fulfil these responsibilities, any resulting costs, delays and additional work may be charged to the Customer insofar as legally permitted.
Article 26 – Maintenance
26.1 The Customer shall maintain the supplied Products in accordance with the maintenance and operating instructions provided by TopShade.
26.2 Defects demonstrably caused by insufficient or incorrect maintenance may be excluded from the commercial warranty.
26.3 At the Customer's request, TopShade may carry out maintenance, repair or servicing at the applicable rates.
Article 27 – Intellectual Property
27.1 All drawings, designs, calculations, technical documents, photographs, measurements and other documents produced by TopShade shall remain the property of TopShade unless otherwise agreed in writing.
27.2 Such documents may not be copied, distributed or used for third parties without TopShade's prior written consent.
27.3 This Article does not prevent the use of documents insofar as such use is necessary for the performance of the Agreement.
Article 28 – Photographs and Project Documentation
28.1 TopShade may take photographs of Products supplied or installed by it for the purposes of technical documentation, warranty, servicing and administration.
28.2 The use for marketing purposes of identifiable photographs of individuals or photographs containing personal data shall only take place where there is a valid legal basis for such use.
28.3 If the Customer objects to the use of photographs of the completed project for marketing purposes, the Customer may notify TopShade of this in writing.
Article 29 – Privacy
TopShade processes personal data in accordance with applicable privacy legislation and TopShade's privacy policy as published on the TopShade website.
Article 30 – Complaints and Disputes
30.1 The parties shall first endeavour to resolve any complaint or dispute amicably through mutual consultation.
30.2 A Consumer retains the right to submit a dispute to a court having jurisdiction under applicable law.
30.3 For Business Customers, the competent court in the Netherlands shall have jurisdiction unless mandatory law designates another court.
Article 31 – Governing Law
31.1 Agreements between TopShade and the Customer shall be governed by Dutch law.
31.2 Where the Customer is a Consumer residing outside the Netherlands, the choice of Dutch law shall not affect the protection afforded to the Consumer under mandatory provisions of the law of the Consumer's country of residence.
31.3 International business agreements shall be governed by Dutch law unless otherwise agreed in writing.
Article 32 – Provision of These General Terms and Conditions
32.1 TopShade shall make these General Terms and Conditions available to the Customer before or at the latest upon conclusion of the Agreement.
32.2 For Agreements concluded by email or electronically, the General Terms and Conditions should preferably be attached as a PDF to the quotation or order confirmation.
32.3 The Customer must be able to store the General Terms and Conditions and access them again at a later date.
32.4 Merely referring to the General Terms and Conditions on the website is not intended to replace the obligation to make the General Terms and Conditions available in the manner required by law.
32.5 The most recent version of the General Terms and Conditions is published at:
Article 33 – Amendments to These General Terms and Conditions
33.1 TopShade may amend these General Terms and Conditions for future Agreements.
33.2 An amendment shall not affect Agreements already concluded unless the amendment is legally permitted and has been communicated to the Customer in the manner required by law.
33.3 In relation to Consumers, statutory restrictions concerning amendments to General Terms and Conditions during an ongoing Agreement shall apply.
Article 34 – Final Provision
34.1 If one or more provisions of these General Terms and Conditions are found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
34.2 The parties shall replace the relevant provision with a legally valid provision that most closely reflects the intention of the original provision.
34.3 These General Terms and Conditions have been adopted by HOGP V.O.F., trading under the name TopShade.
Version: 2.1
Date: September 2026
COMPANY DETAILS
TopShade – trading name of HOGP V.O.F.
Chamber of Commerce (KvK): 60025069
VAT number: NL853736054B01
EORI number: NL853736054
REX number: NLREX3783
Visiting address / Warehouse
Jan van de Laarweg 6
2678 LH De Lier
The Netherlands
Postal address
Vlier 1
3171 PT Poortugaal
The Netherlands
Email: info@topshade.eu
Telephone: +31 (0)6 3724 3716
Telephone: +31 (0)6 2059 9579