Terms & Conditions

General Terms and Conditions of Sale of NOVASi BV

1. Application

1.1 The General Terms and Conditions shall apply to all offers, quotations and advice from NOVASi, to the Agreement and to all other legal acts between NOVASi and the Buyer, unless parties expressly agreed otherwise in writing.

1.2 The Buyer’s General Terms and Conditions, whatsoever referred to, shall not apply.

2. Offers and order confirmations

2.1 All (price) quotations and offers from NOVASi shall always be without obligation and can be revoked or amended by NOVASi at all times.

2.2 NOVASi is only committed by approved written order confirmations.

2.3 Samples are only sent for informative purposes.

2.4 An order may only be cancelled or substantially changed in writing and a cancellation or change is only valid after express written acceptance by NOVASi. In that case the buyer shall pay lump-sum damages amounting to 20% of the amount of the sale or the cancelled part of the agreement, depending on the case and on the understanding that NOVASi reserves the right to claim the damage actually suffered.

3. Prices

3.1 Unless expressly agreed otherwise, prices are mentioned excluding VAT and based on the price-defining elements which are known at that moment.

3.2 NOVASi reserves the right to adjust the prices of goods not yet delivered and/or not yet paid to any changes in the price defining elements, such as (non-exhaustive) prices of raw materials, rates of exchange, government levies, etc.

3.3 Customs duties or value added taxes, current or future, shall be paid by the Buyer. Any change in these taxes or customs fees in the period between the confirmation of the order and the date of the invoice are entirely borne by the Buyer.

3.4 NOVASi shall be entitled to charge the Buyer separately for costs associated with the delivery, installation, repair, replacement and dismantling of goods.

3.5 In the event of a price increase, Buyer is entitled to withdraw from the contract by giving notice to NOVASi within 14 days after notification of the price increase.

3.6 Unless expressly agreed otherwise in writing, the Buyer shall be charged the prices included in the latest offer/quotation issued at the moment the Agreement came into effect.

3.7 Unless expressly agreed otherwise in writing, the prices shall be ex warehouse.

4. Advice

4.1 Any advice rendered by NOVASi is given to the best of their knowledge. Any advice and information with respect to suitability and application of the goods shall not relieve Buyer from undertaking their own investigations and tests.

5. Terms of delivery

5.1 Unless expressly agreed otherwise, the terms of delivery are only indicative; failure to comply with these terms shall not terminate the agreement at the expense of NOVASi, nor shall it entitle the buyer to claim damages of any nature whatsoever.

5.2 The agreed or quoted delivery times shall never be a final deadline, unless expressly agreed otherwise. If the delivery time is exceeded this shall therefore not constitute a default on the part of NOVASi and can thus not lead to an obligation to pay damages on the part of NOVASi. The Agreement cannot be dissolved on account of the delivery time being exceeded, unless NOVASi fails to deliver – after the expiry of the delivery period – within a reasonable time period, as notified by the Buyer in writing. A reasonable time period within the meaning of the previous sentence shall be at least one (1) month.

5.3 NOVASi is entitled, even after conclusion of the contract, to update the estimated delivery date in accordance with the applicable supply situation. If the estimated delivery date cannot be determined upon receipt of Buyer’s order, NOVASi may accept the order without an estimated delivery date.

5.4 The Buyer is obliged to take delivery.

5.5 Delivery may be suspended in case of force majeure.

6. Transport and Transfer of Risks

6.1 Unless expressly agreed otherwise in writing, goods shall be delivered by NOVASi “ex works”, as set out in the Incoterms 2020 or at any rate the most recent version of the Incoterms at the time of signing the Agreement.

6.2 If the Buyer fails to take delivery of goods that have been presented for delivery in accordance with the Agreement (or if the Buyer fails to do so on time), for whatever reason, all costs incurred in vain by NOVASi, in connection with the presentation for delivery of the goods, plus (if any) additional costs of carriage, safekeeping and storage, shall be borne by the Buyer. Transfer of risk shall also take place when NOVASi presents the goods for delivery in accordance with the Agreement, even if the Buyer does not take delivery of the goods, for whatever reason.

6.3 Unless agreed otherwise in writing, the costs and risks with respect to carriage, including storage, loading, unloading and transport are exclusively borne by the buyer.

6.4 The CMR convention is applicable to each and every transport carried out by NOVASi.

7. Invoicing and payments

7.1 Unless expressly agreed otherwise in writing, all NOVASi invoices must be settled immediately upon purchase, without any discount or setoff.

7.2 In case of partial deliveries, NOVASi may issue partial invoices

7.3 Unless otherwise agreed in writing, payment shall be made in euro (€) by bank transfer into an account to be nominated by NOVASi. Additional charges incurred by NOVASi as a result of payment by the Buyer in a currency other than euro shall be borne by the Buyer.

7.4 If the Buyer disputes the accuracy of an invoice from NOVASi, the Buyer must notify NOVASi by registered letter and email, stating the reason, within eight (8) days of invoice date, which shall be considered the due date.

7.5 In the event of the non-payment of the invoice issued by NOVASi by due date, a late payment interest of 1% per month shall be payable by operation of law and without further notice of default, together with lump-sum damages amounting to 15% of the principal amount.

8. Retention of property

8.1 The goods that are the object of the agreement remain the property of NOVASi, regardless of the transfer of the risk, until the day of the full payment of the price, including costs and interest.

8.2 In case of the cancellation of the sales agreement, the advances already paid remain acquired by NOVASi, without prejudice to NOVASi’s right to claim additional damages.

8.3 In the event of late payment by the Buyer, NOVASi shall be entitled to take back the goods that belong to NOVASi, without any authorisation needed and wherever these may be, at the Buyer’s expense. The Buyer shall be obliged to fully cooperate.

9. Rescission

9.1 Should the buyer fail to comply with one of his obligations, NOVASi is entitled to unilaterally terminate the agreement at the buyer’s expense by means of a registered letter or formal email.

9.2 In case of termination of the agreement at the buyer’s expense, in addition to the advances paid, the buyer shall pay lump-sum damages amounting to 20% of the amount of the sale or the terminated part of the sale, with a minimum of 300,00 EUR, without prejudice to NOVASi’s right to claim additional damages based on the damage actually suffered.

10. Force majeure

10.1 Are to be taken into account as force majeure when occurring after conclusion the agreement and impeding the execution of the agreement: labour conflicts and any circumstances such as but not limited to fire, flood, riots, scarcity of raw materials, scarcity of energy, machine breakdown, exceptional weather circumstances, epidemics, etc., even if these circumstances occur at the suppliers or subcontractors of NOVASi.

11. Intellectual property

11.1 All intellectual property rights in respect of the delivered goods and services provided shall rest with NOVASi. The Buyer shall not be permitted, without the prior written consent of NOVASi, to reproduce, communicate to the public or imitate the goods, in whole or in part.

11.2 The Buyer may only sell the goods from NOVASi under the figurative mark, trademark, trade name and specifications under which the goods were delivered. The Buyer shall not be entitled to amend the properties of the goods that it has bought from NOVASi, which shall include inter alia labelling, overprinting and instructions.

11.3 If the Buyer fails to comply with the provisions of Clauses 11.1 and 11.2 The Buyer shall owe to NOVASi – without further notice of default from NOVASi – an immediately payable penalty of EUR 5,000 per breach. The foregoing shall not affect any other right of NOVASi to full compensation for the loss or damage that NOVASi suffers as a result of the Buyer’s breach.

11.4 The Agreement shall not include any transfer or licensing of any intellectual property rights in connection with goods delivered to the Buyer, or services provided to the Buyer, and the accompanying documents.

12. Guarantees and complaints

12.1 The buyer is obliged to check the goods upon receipt. Any complaint with respect to the lack of conformity to the specifications, visible defects or shortage ascertained upon receipt shall, on sanction of nullity, be confirmed to NOVASi by registered letter and formal email immediately upon delivery.

12.2 NOVASi shall not be liable for:

a) Visible defects, if the merchandise has already been used, processed or treated.

b) Visible or invisible defects in the event of failure to respect the manual and/or in case the goods were not handled properly

12.3 NOVASi’s liability is in any case limited to the repair of direct damage, with a maximum amount not exceeding the price (VAT not included) of the goods involved. NOVASi is certainly not responsible for any indirect damage, of any nature whatsoever.

12.4 Any claim against NOVASi shall be time barred by the passing of one year after the receipt of the goods.

13. Indemnity

13.1 The buyer shall indemnify NOVASi against any claim brought by third parties with respect to the products delivered by NOVASi to the buyer and processed by the buyer.

13.2 The buyer shall comply with the relevant rules and regulations and indemnify NOVASi against any claim brought by third parties or public authorities arising from the buyer’s failure to comply.

14. Liability

14.1 NOVASi’s liability is limited to the delivery of the ordered products compliant with the specifications of that specific product. NOVASi is therefore not liable for: (i.) any unsuitability of the product for a different purpose than for which the product is intended, (ii.) the application and/or use of the product by the buyer, (iii.) the effectiveness of the product.

14.2 Except in case of wilful misconduct or gross negligence, NOVASi cannot be held liable for compensation of material, immaterial, indirect or consequential damage, including (but not limited to) loss of profit, loss of earnings, loss of revenue, production limitations, administrative- or personnel costs, an increase of general costs, loss of clients or claims from third parties.

14.3 Except in case of wilful misconduct or gross negligence, the contractual and extra contractual (in tort) liability of NOVASi towards the buyer will always be limited to the amount covered by the liability insurance of NOVASi.

14.4 NOVASi is not liable to Buyer in case of impossibility or delay in the performance of its supply obligations if the impossibility or the delay is due to orderly compliance of regulatory and legal obligations in connection with the European Chemicals Regulation REACH being triggered by Buyer.

15. Security

15.1 If there are reasonable doubts as to Buyer’s ability to pay, especially if Buyer is in default of payment, NOVASi may, subject to further claims, revoke agreed credit periods and make further deliveries dependent on the provision of sufficient security.

16. Data Processing

16.1 All data provided by the buyer will be entered into the therefore designated files of NOVASi.

16.2 This data will be used in the context of the contractual relationship between the buyer and NOVASi. In the context of this contractual relationship the data of the buyer will be exclusively processed by NOVASi and their appointed data processors, with whom the necessary contractual arrangements have been made.

16.3 Data which is no longer necessary or useful will be deleted.

16.4 The buyer can always request access, correction, deletion, or transfer of his data and oppose the use of his data for direct marketing purposes. This request is free of cost, except if such a request has already been made within a period of six months or a request of additional copies already has been made, in which case NOVASi has the right to charge a reasonable compensation based on the administrative cost of the new request.

17. Salvatorian Clause

17.1 In case a (part of) clause of these conditions is invalid, void or infringes on compulsory law, this clause will, insofar it is invalid or void, have no impact on the validity of the other clauses of these conditions and shall be merely considered as to no longer be a part of these conditions.

17.2 Consequently, parties commit themselves to replace the invalid or void clause by a valid clause which most closely resembles the meaning and goal of the valid or void clause.

18. Jurisdiction/Applicable Law

18.1 The legal relationship between NOVASi and the Buyer is governed exclusively by Belgian law, excluding its conflicts of law rules and excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG).

18.2 In case of any dispute, only the courts of the registered office of NOVASi are competent.

19. Contract Language

19.1 The English/Dutch/French text of the General Terms and Conditions shall constitute the sole authentic text. In the event of a discrepancy between the original text and a translation into a foreign language, the original text shall prevail.