Terms and Conditions

General terms and conditions of NovaCustom B.V.

General Terms and Conditions of NovaCustom B.V., established in Sint Isidorushoeve (Haaksbergen), registered at the Dutch Chamber of Commerce under number 70810958.

Version valid from 23rd of June, 2020

Definitions

In these General Terms and Conditions, the following terms are used in the following meaning, unless explicitly stated otherwise.

General Conditions : The general conditions as mentioned below.

NovaCustom : NovaCustom B.V., registered at the Chamber of Commerce under number 70810958

Company : The Other Party acting in the course of a business or profession.

Consumer : The Other Party not acting in the course of a business or profession.

Distance purchase: The agreement between the other party and NovaCustom, whereby in the context of a system for distance selling organized by NovaCustom, until the conclusion of the agreement, only one or more techniques for distance communication, such as a website, telephone or other means of communication.

Agreement : Any agreement concluded between NovaCustom and the Other Party.

Product : All matters that are the subject of the agreement concluded between the Other Party and NovaCustom.

Voucher :
A voucher that meets the security features, of which the counterparty obtains the product without payment or at a discount upon delivery.

Other party : The person who has accepted these general terms and conditions and who has purchased the product. The Other Party is understood to mean both Consumers and Companies.

Scope

These General Terms and Conditions apply to every offer, quotation and Agreement concluded between NovaCustom and the Other Party, unless parties have explicitly deviated from these General Terms and Conditions in writing.

These General Terms and Conditions also apply to agreements with NovaCustom, for the implementation in which third parties must be involved.

The applicability of any purchasing or other General Terms and Conditions of the Other Party is expressly rejected.

If it is found that one or more provisions in these General Terms and Conditions are void or voidable, then the General Terms and Conditions will remain in effect for everything else. In the event of this situation, NovaCustom and the Other Party will consult with the aim of agreeing new provisions to replace the void or voided provisions.

Deviations from the Agreement and General Terms and Conditions are only valid if they have been expressly agreed in writing with NovaCustom.

If NovaCustom does not always require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that NovaCustom would lose the right to demand strict compliance with the provisions of these conditions in other cases.

Offers and / or quotations

Offers and / or quotations are made in writing and / or electronically, unless urgent circumstances make this impossible.

All NovaCustom offers and / or quotations are valid for a period of three months, unless a different period is included in the offer and / or quotation. The offer and / or quotation expires when this period has expired.

NovaCustom cannot be held to its offers and / or quotations if the Counterparty should have understood, in terms of reasonableness and fairness and generally accepted views in society, that the offer and / or offer or part thereof is an obvious mistake or contains an error.

If the acceptance, whether or not on minor points, deviates from the offer included in the offer and / or quotation, NovaCustom is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless NovaCustom indicates otherwise.

A composite quotation does not oblige NovaCustom to deliver part of the goods included in the offer and / or quotation at a corresponding part of the stated price.

Offers and / or quotations do not automatically apply to future orders or repeat orders.

Conclusion of the agreement

The Agreement is concluded through timely acceptance by the Other Party of NovaCustom’s offer and / or quotation.

Duration of the agreement

The Agreement is entered into for an indefinite period of time, unless the nature of the Agreement dictates otherwise or if the parties have expressly agreed otherwise in writing.

Change agreement

If during the execution of the Agreement it appears that for a proper execution it is necessary to change or supplement the Agreement, NovaCustom will inform the Other Party as soon as possible. The parties will then proceed to amend the Agreement in time and in mutual consultation.

If the parties agree that the Agreement will be amended or supplemented, the time of completion of the performance may be affected. NovaCustom will inform the Other Party of this as soon as possible.

If the amendment or supplement to the Agreement will have financial, quantitative and / or qualitative consequences, NovaCustom will inform the Other Party in advance.

If a fixed price has been agreed, NovaCustom will indicate to what extent the change or addition to the Agreement affects the price. NovaCustom will try, as far as possible, to make a quotation in advance.

NovaCustom will not be able to charge additional costs if the change or addition is the result of circumstances that can be attributed to NovaCustom.

Changes in the originally concluded Agreement between the Other Party and NovaCustom are only valid from the moment that these changes have been accepted in writing by both parties through an additional or amended Agreement.

Execution of the agreement

NovaCustom has the right to have the Agreement executed by third parties.

NovaCustom has the right to execute the Agreement in phases.

If the Agreement is executed in phases, NovaCustom has the right to invoice each executed part separately and to demand payment for this.

If the Agreement is executed in phases, NovaCustom has the right to suspend the implementation of those parts that belong to the next phase or phases until the Other Party has approved the results of the preceding phase in writing.

If and as long as this invoice is not paid by the Other Party, NovaCustom is not obliged to perform the next phase and has the right to suspend the Agreement.

The Other Party will timely provide NovaCustom with all information or instructions that are necessary for the execution of the Agreement or which the Other Party should reasonably understand to be necessary for the execution of the Agreement.

If the previous information and instructions are not provided or are not provided in time, NovaCustom has the right to suspend the execution of the Agreement. The additional costs incurred by the delay are for the account of the Other Party.

Prices

Prices are expressed in euros, including VAT and other government levies, unless stated otherwise.

The prices do not include travel, accommodation, packaging, delivery or shipping costs and administration costs, unless stated otherwise.

A surcharge will be charged for shipments abroad.

Of all additional costs, NovaCustom will notify the Other Party in good time before the conclusion of the Agreement or provide information on the basis of which these costs can be calculated by the Other Party.

Price change

If NovaCustom agrees a fixed price with the Other Party when concluding the Agreement, NovaCustom is entitled to increase the price, even if the price was not originally given with reservation.

If NovaCustom intends to change the price, it will inform the Other Party as soon as possible.

If a price increase takes place within three months after the conclusion of the Agreement, the Other Party can terminate the Agreement by means of a written statement, unless:

  • the price increase arises from a power or an obligation on NovaCustom under the law;

  • the price increase is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when entering into the Agreement;

  • NovaCustom is still prepared to execute the Agreement on the basis of the originally agreed upon;

  • it is stipulated that the delivery will take place more than three months after the purchase.

The Other Party is entitled to dissolve the Agreement if the price is increased more than three months after the conclusion of the Agreement, unless it has been stipulated in the Agreement that delivery will take place more than three months after the purchase.

Buy remotely

This provision only applies to the Other Party in the capacity of Consumer.

In the case of distance selling, delivery must take place within thirty calendar days.

In case of Distance Purchasing, NovaCustom has the right to oblige the Other Party to pay up to 50 percent of the price in advance.

In the event of Distance Purchase, the Other Party has the right to withdraw the Agreement for fourteen calendar days after receipt of NovaCustom, without giving reasons.

In the event of a distance purchase, the Other Party has the right to withdraw from the Agreement after thirty calendar days if NovaCustom has not delivered the product within 30 calendar days, unless the parties have agreed on a different delivery term.

If NovaCustom has not complied with its obligation to provide information or has not provided information in the correct form, the Other Party has the right to dissolve the Agreement for one year after receipt of the goods delivered by NovaCustom, without giving reasons. If NovaCustom still complies with the obligation to provide information in one year, the period of fourteen calendar days will commence the day after it has complied with that obligation.

The Other Party can revoke the Agreement via the standard withdrawal form placed by NovaCustom or in a manner chosen by the Other Party.

If the Other Party returns the delivered goods, the Other Party must return the goods in proper packaging, with all accessories supplied and in original condition. The shipping costs of the return are at the risk and expense of the Other Party.

If the Other Party has made use of its right of withdrawal, the Other Party is obliged to return the goods within fourteen calendar days because the Other Party has notified NovaCustom that it is revoking the agreement.

If the Other Party has made use of its right of withdrawal, NovaCustom will refund the full amount paid, including the paid shipping costs, no later than fourteen calendar days after the termination of the Agreement.

If the goods are not available, NovaCustom will notify the Other Party as soon as possible and NovaCustom will refund the amount paid within fourteen calendar days at the latest. If NovaCustom and the Other Party agree that a good of similar quality and price may be delivered, then the shipping costs for returning will be borne by NovaCustom. The foregoing applies only if the Other Party makes use of its right of dissolution during the reflection period.

The provisions of this article do not apply if the Agreement relates to:

  • products whose price is subject to fluctuations in the financial market on which NovaCustom has no influence and which occur within the withdrawal period;

  • sealed products of which the Other Party has broken the seal;

  • products that are already delivered within the reflection period with the consent of the Other Party;

  • products that cannot be returned due to their nature;

  • products of a personal nature;

  • products made to measure.

Delivery

Delivery to the Other Party in the capacity of Consumer takes place because the item is placed in power of the Other Party. After delivery, the risk of the matter is transferred to the Other Party.

Delivery to the Other Party in the capacity of Company takes place because the item is made available to the Other Party. After delivery, the risk of the matter is transferred to the Other Party.

Delivery takes place at NovaCustom’s location or at the address specified by the Other Party, unless agreed otherwise.

The Other Party is obliged to take delivery of the purchased items at the time when they are available to him or are made available to him.

If at the place of delivery the Other Party refuses to accept the item or is negligent in providing information or instructions that are necessary for the delivery, the goods intended for delivery will be stored at the Other Party’s risk and expense. In that case, the Other Party will owe all additional costs.

Delivery times

Delivery will take place within a period specified by NovaCustom.

If a term has been agreed or specified for the delivery of the item, this term is only indicative and can never be regarded as a strict deadline.

If NovaCustom needs information or instructions from the Other Party that are necessary for the delivery, the delivery time starts after the Other Party has provided them to NovaCustom.

If the delivery term is exceeded, the Other Party must give NovaCustom a written notice of default, whereby NovaCustom will still be offered a reasonable term to deliver the item.

A notice of default is not necessary if the delivery has become permanently impossible or it has otherwise become apparent that NovaCustom will not fulfill its obligations under the Agreement. If NovaCustom does not deliver within this period, the Other Party has the right to dissolve the Agreement without judicial intervention and / or to demand compensation.

Risk transition for consumers

This provision only applies to the Other Party in the capacity of consumer.

The goods that are the subject of the Agreement are for the account and risk of NovaCustom up to the time of bringing the goods into power of the Other Party.

The risk of loss, damage or depreciation of items that are the subject of the Agreement transfers to the Other Party at the moment when items are brought under the power of the Other Party in the capacity of Consumer or a third party to be designated by the Other Party.

Risk transition companies

This provision only applies to the Other Party in the capacity of Company.

The goods that are the subject of the Agreement are at the time of making the goods available to the Other Party at the expense and risk of NovaCustom.

The risk of loss, damage or depreciation of items that are the subject of the Agreement passes to the Other Party when items are available to the Other Party or a third party to be designated by the Other Party.

Payment

Payment is made by transfer to a bank account designated by NovaCustom or in cash at the time of purchase or delivery, unless otherwise agreed. Transfer is made by invoice or bank transfer.

Payment is made in advance.

NovaCustom and the Other Party can agree that payment is made in installments. If payment in installments has been agreed, the Other Party must pay in accordance with the installments and percentages as laid down in the Agreement.

The Other Party is not authorized to deduct any amount due from a counterclaim it has made.

Objections to the amount of the invoice do not suspend the payment obligation.

After the expiry of 14 days after the invoice date, the Other Party will be in default by operation of law, without notice of default. The Other Party owes interest of 2% per month on the amount due from the moment of default, unless the statutory interest is higher.

In the event of bankruptcy, moratorium or receivership, the claims of NovaCustom and the obligations of the Other Party towards NovaCustom are immediately due and payable.

Collection costs

If the Other Party is in default or omission in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the Other Party. In any case, the Other Party owes collection costs.

With regard to the extrajudicial (collection) costs, NovaCustom is, insofar as the Other Party acts in the capacity of Company, in derogation from Article 6:96 paragraph 5 of the Dutch Civil Code and the Decree on compensation for extrajudicial collection costs, 15 % of the total outstanding principal with a minimum of € 90 for every invoice that is not fully or partially paid.

With regard to the extrajudicial (collection) costs, NovaCustom, insofar as the Other Party acts in the capacity of Consumer, is entitled to the statutory maximum permitted compensation as provided in the Reimbursement of extrajudicial (collection) costs Decree.

Insofar as the Counterparty acts in the capacity of Consumer, NovaCustom is only entitled to compensation of the extrajudicial (collection) costs, after NovaCustom has sent the Counterparty a reminder to pay the outstanding invoice or invoices within fourteen days after the commencement of the default. .

Any reasonable legal costs and execution costs incurred are also for the account of the Other Party.

Voucher

A Voucher can only be outsourced at NovaCustom.

The Other Party must keep a Voucher carefully. No compensation will be paid in case of theft or loss.

A voucher is only valid during the period of validity. The validity period is stated on the Voucher.

Vouchers cannot be returned or exchanged for cash.

In case of Distance Purchase, vouchers can be returned within fourteen days. After this period, vouchers cannot be returned or exchanged for cash.

Retention of title

All goods delivered by NovaCustom under the Agreement remain the property of NovaCustom until the Other Party has properly fulfilled and fully paid what it owes under the Agreement.

The amount due also includes: the reimbursement of all costs and interest, including earlier and later deliveries and services rendered, as well as damages claims for failure to perform.

As long as the ownership of the delivered goods has not passed to the Other Party, it may not resell, pledge or encumber in any other way what falls under the retention of title, except within the normal course of its business.

Suspension

If the Other Party does not, not fully or timely fulfill an obligation under the Agreement, NovaCustom has the right to suspend the fulfillment of the corresponding obligation. In the event of partial or improper fulfillment, suspension is only permitted insofar as the shortcoming justifies this.

Furthermore, NovaCustom is authorized to suspend the fulfillment of the obligations if:

  • after the conclusion of the Agreement NovaCustom has come to knowledge of circumstances that give good reason to fear that the Other Party will not fulfill its obligations;

  • at the conclusion of the Agreement, the Other Party has been requested to provide security for the fulfillment of its obligations under the Agreement and this security is not provided or is insufficient;

  • circumstances arise which are of such a nature that fulfillment of the Agreement is impossible or that unaltered maintenance of the Agreement cannot reasonably be required of NovaCustom.

NovaCustom reserves the right to claim damages.

Dissolution

If the Other Party does not, not fully, not timely or properly fulfill an obligation under the Agreement, NovaCustom is entitled to dissolve the Agreement with immediate effect, unless the shortcoming does not justify termination due to its minor significance.

Furthermore, NovaCustom is authorized to dissolve the Agreement with immediate effect if:

  • after the conclusion of the Agreement NovaCustom has come to knowledge of circumstances that give good reason to fear that the Other Party will not fulfill its obligations;

  • at the conclusion of the Agreement, the Other Party has been requested to provide security for the fulfillment of its obligations under the Agreement and this security is not provided or is insufficient;

  • due to the delay on the part of the Other Party, NovaCustom can no longer be required to fulfill the Agreement under the originally agreed conditions;

  • circumstances arise which are of such a nature that fulfillment of the agreement is impossible or that unaltered maintenance of the agreement cannot reasonably be expected of NovaCustom;

  • the Other Party is declared bankrupt, applies for a moratorium, requests application of the debt rescheduling for natural persons, is confronted with a seizure of all or part of its property;

  • the Other Party is placed under guardianship;

  • the Other Party dies.

Dissolution takes place by means of written notification without judicial intervention.

If the Agreement is dissolved, NovaCustom’s claims against the Other Party are immediately due and payable.

If NovaCustom dissolves the agreement on the basis of the previous grounds, NovaCustom is not liable for any costs or compensation.

If the dissolution is attributable to the Other Party, the Other Party is liable for the damage suffered by NovaCustom.

Force of the majority

A shortcoming cannot be attributed to NovaCustom or the Other Party, as the shortcoming is not due to its fault, nor is it for the account of law, legal act or prevailing views. In this case, the parties are also not obliged to fulfill the obligations arising from the Agreement.

In these General Terms and Conditions, force majeure means, in addition to what is understood in that area in law and case law, all external causes, foreseen or unforeseen, over which NovaCustom can have no influence and as a result of which NovaCustom is unable to fulfill its obligations. .

Circumstances leading to force majeure include: exclusion, fire, water damage, natural disasters or other external calamities, mobilization, war, traffic barriers, blockades, import or export barriers or other government measures, stagnation or delay in the supply of raw materials or machine parts, as well as any circumstance that hinders normal business operations, as a result of which NovaCustom may not reasonably be expected to fulfill the Agreement from the Other Party.

NovaCustom also has the right to invoke force majeure if the circumstance that prevents (further) compliance with the Agreement occurs after NovaCustom should have fulfilled its obligation.

In case of force majeure, the parties are not obliged to continue the Agreement, nor are they obliged to pay any compensation.

Both NovaCustom and the Other Party can suspend all or part of the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, both parties are entitled to dissolve the Agreement with immediate effect, by means of written notification, without judicial intervention, without the parties being able to claim any compensation.

If the situation of force majeure is temporary, NovaCustom reserves the right to suspend the agreed performance for the duration of the force majeure situation. In the event of permanent force majeure, both parties are entitled to dissolve the Agreement out of court.

If NovaCustom has partially fulfilled or will be able to fulfill its obligations under the Agreement at the time of the occurrence of force majeure, and independent value is attributed to the part fulfilled or to be fulfilled, NovaCustom is entitled to separate the part already fulfilled or to be fulfilled. to invoice. The Other Party is obliged to pay this invoice as if it were a separate Agreement.

Guarantees

NovaCustom guarantees that the delivered goods meet the agreement. NovaCustom also guarantees that the delivered goods meet the usual requirements and standards that can reasonably be set for them and that the goods have properties that, taking all circumstances into account, are necessary for normal use.

The warranty period is three years, unless otherwise agreed.

The warranty indicated in these General Terms and Conditions applies to use within and outside the Netherlands.

If the delivered item has been produced by a third party, the guarantee provided by this third party applies, unless stated otherwise.

If the delivered Product does not meet the warranty, NovaCustom will, after mentioning it, replace or repair the Product free of charge within a reasonable period of receipt.

When the warranty period has expired, all costs for repair or replacement, including administration, shipping and call-out costs, are for the account of the Other Party, unless agreed otherwise.

Any form of warranty lapses if a defect has arisen as a result of improper use or lack of care, or if it is the result of changes that the Other Party or third parties have made to the delivered goods. Nor does NovaCustom guarantee any damage that may arise as a result of these defects.

The warranty also lapses if the defect is caused by or is the result of circumstances that NovaCustom cannot influence. These conditions include weather conditions.

Research and advertising

The Other Party is obliged to
examine the delivered goods at the time of delivery, but in any case within 7 days after delivery . In doing so, the Other Party must examine whether the quality and quantity of the delivered goods correspond with what has been agreed, or at least meet the requirements that apply to them in normal trade.

Visible defects and shortages must be reported in writing to NovaCustom within 7 days after delivery of the Product. The defective Product must be returned together with the proof of purchase, unless this is impossible or unreasonably onerous.

Invisible defects and shortcomings must be reported to NovaCustom within 3 days of their discovery. The defective Product must be returned together with the proof of purchase, unless this is impossible or unreasonably onerous.

For the Other Party in the capacity of Consumer, a period of two months always applies when discovering visible and invisible defects, as referred to in Section 7:23 of the Dutch Civil Code.

The right to (partial) refund of the price, repair or replacement of the Product or compensation will lapse if defects are not reported within the stipulated period, unless a longer period arises from the nature of the Product or from circumstances of the case.

The payment obligation will not be suspended if the Other Party informs NovaCustom of the defective matter within the set term.

If a complaint is lodged in time, the Other Party remains obliged to purchase
and pay for the items purchased, unless no independent
value can be attributed to them.

Liability

NovaCustom is only liable for direct damage caused by deliberate recklessness or intent on the part of NovaCustom. Direct damage should only be understood to mean:

  • material damage to the property of the Other Party;

  • reasonable costs incurred by the Other Party to determine liability and (the extent of the direct) damage;

  • reasonable costs, which the Other Party has reasonably made, and could and should reasonably incur, to prevent or limit the damage, insofar as the Other Party demonstrates that these costs have led to a limitation of the direct damage;

  • reasonable costs that the Other Party has reasonably incurred to obtain payment out of court, as referred to in Section 6:96 (2) (c) of the Dutch Civil Code.

NovaCustom is never liable for indirect damage, including in any case consequential damage, loss of profit, missed savings, business interruption or immaterial damage of the Other Party. In the case of consumer purchase, this limitation does not extend beyond that which is permitted under Section 7:24 (2) of the Dutch Civil Code.

NovaCustom is not liable for damage of any kind, because NovaCustom has assumed incorrect and / or incomplete information provided by the Other Party, unless NovaCustom should have been aware of this inaccuracy or incompleteness.

The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of NovaCustom or its senior subordinates.

NovaCustom is not liable for mutilation, destruction, theft or loss of data or documents.

If NovaCustom is liable for any damage, then NovaCustom’s liability is limited to the amount up to a maximum of the amount stated in the invoice or to the amount to which the insurance affiliated with NovaCustom entitles, plus the deductible that NovaCustom in accordance with the insurance.

The Other Party must report the damage for which NovaCustom can be held liable to NovaCustom as soon as possible, but in any case within ten days after the damage has arisen, under penalty of forfeiture of any right to compensation for this damage.

Any liability claim against NovaCustom lapses within one year after the Other Party becomes aware of the damaging fact or could reasonably have been aware of it.

Indemnity

The Other Party indemnifies NovaCustom against any claims from third parties that suffer damage in connection with the performance of the Agreement and which is attributable to the Other Party.

If NovaCustom should be held liable by third parties, the Other Party is obliged to assist NovaCustom both in and out of court. All costs and damage on the part of NovaCustom and third parties are further for the account and risk of the Other Party.

Limitation period

Contrary to the statutory limitation periods, all claims against NovaCustom and the third parties engaged by NovaCustom (if any) are subject to a limitation period of one year.

The foregoing does not apply to claims that are based on the non-compliance of the delivered item with the Agreement. In this case, the claims expire two years after the Counterparty has informed NovaCustom about the defect of the delivered item.

Intellectual ownership

NovaCustom reserves the rights and powers vested in it under the Copyright Act and other intellectual laws and regulations.

NovaCustom reserves the right to use any knowledge gained through the execution of the work for other purposes, insofar as no confidential information is disclosed to third parties.

Privacy and cookies

NovaCustom will keep the data and information that the Other Party provides to NovaCustom carefully and confidentially.

NovaCustom acts in accordance with the GDPR which is effective from May 25, 2018. NovaCustom will keep a register of processing activities under the GDPR.

The Other Party has the right of inspection, the right to correction and the right to have the personal data transferred removed.

When visiting the website, NovaCustom can collect information from the Other Party about the use of the website by means of cookies.

The information that NovaCustom collects through cookies can be used for functional and analytical purposes.

NovaCustom may only use the Other Party’s personal data in the context of the fulfillment of its delivery obligation or the handling of a complaint.

NovaCustom is not permitted to lend, rent, sell or in any way disclose the Other Party’s personal data.

NovaCustom may only use the Other Party’s personal data for necessary specific purposes.

NovaCustom will not store the personal data longer than necessary.

The Other Party is entitled to file a complaint with the Dutch Data Protection Authority regarding his / her personal data. The Dutch Data Protection Authority is obliged to handle this complaint.

The Other Party agrees that NovaCustom approaches the Other Party for statistical research or customer satisfaction research. If the Other Party does not want to be approached for an investigation, the Other Party can make this known.

Newsletter

The Other Party can register for the newsletter.

The newsletter keeps the Counterparty informed of the latest news and the most recent developments.

The Other Party receives the newsletter by post and by email.

The Other Party can unsubscribe from the newsletter at any time in writing or via the hyperlink. The Other Party will then no longer receive messages.

Change of general terms and conditions

NovaCustom has the right to unilaterally change these terms and conditions.

Changes will also apply to agreements already concluded.

NovaCustom will notify the Other Party of the changes by e-mail.

The changes to the general terms and conditions will take effect after 30 days after the Other Party has been notified of the changes.

If the Other Party does not agree with the announced changes, the Other Party has the right to dissolve the agreement.

Applicable law and disputes

Dutch law is exclusively applicable to all legal relationships to which NovaCustom is a party. This also applies if an obligation is performed in whole or in part abroad or if the Other Party is domiciled abroad.

The applicability of the Vienna Sales Convention is excluded.

Takes place

These General Terms and Conditions have been filed with the Chamber of Commerce under number 70810958.