Terms and Conditions

NOVAEUROPE GENERAL TERMS AND CONDITIONS (01-01-2021)

Article 1 Applicability

These terms and conditions apply to every offer, quotation and agreement between NovaEurope, hereinafter referred to as "NovaEurope", and the client of NovaEurope, hereinafter referred to as "Client". Deviation from these terms and conditions can only be agreed in writing
The present terms and conditions also apply to agreements with NovaEurope, for the execution of which third parties must be involved by NovaEurope.
The applicability of any purchase or other terms and conditions of the Client is expressly rejected, unless expressly confirmed in writing by mutual agreement.
If one or more provisions in these general terms and conditions are at any time wholly or partially invalid or should be annulled, the other provisions of these general terms and conditions will remain fully applicable. NovaEurope and the Client will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and intent of the original provisions.
If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must be made 'in the spirit' of these provisions.
If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
If NovaEurope does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that NovaEurope would in any way lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.

article 2 Quotations and offers

All quotations and offers from NovaEurope are without obligation, unless a term for acceptance has been set in the quotation. If no acceptance period has been set, no rights can be derived in any way from the quotation or offer if the product to which the quotation or offer relates is no longer available in the meantime.
NovaEurope cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
The prices stated in a quotation or offer are exclusive of VAT and any other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless indicated otherwise.
If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, NovaEurope is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless recorded in writing and signed for agreement by both parties.
A composite quotation does not oblige NovaEurope to perform part of the assignment for a corresponding part of the quoted price.
Offers and/or quotations do not automatically apply to future orders.

Article 3 Contract duration; execution terms, transfer of risk, execution and amendment of the agreement; price increase

The agreement between NovaEurope and the Client is entered into for a definite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
If a term has been agreed or specified for the performance of certain activities or for the delivery of certain items, this is never a strict deadline. If a term is exceeded, the Client must therefore give NovaEurope written notice of default. NovaEurope must be offered a reasonable term to still implement the agreement.
NovaEurope will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the state of the art and/or technology known at that time.
If NovaEurope – or third parties engaged by NovaEurope – carries out work in the context of the assignment at the Client's location or a location designated by the Client, the Client will provide the facilities reasonably desired by those employees free of charge.
The client is obliged to take delivery of the goods at the moment that they are made available to him in accordance with the agreement. If the Client refuses to take delivery, NovaEurope is entitled to store any items at the expense and risk of the Client. The risk of loss, damage or depreciation is transferred to the Client from the moment when goods are made available to the Client in accordance with the agreement.
NovaEurope has the right to have certain activities performed by third parties. The applicability of article 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
NovaEurope is entitled to execute the agreement in different phases and to invoice each part performed separately.
If an agreement is executed in phases, NovaEurope can suspend the execution of those parts that belong to a following phase, until the Client has approved the results of the preceding phase in writing. In the event that the preceding phase has also been invoiced separately to the Client, NovaEurope can also postpone the execution of the next phase until payment of the invoice(s) concerned has taken place.
The Client shall ensure that all data and/or materials, which NovaEurope indicates are necessary or which the Client should reasonably understand to be necessary for the execution of the agreement, are provided to NovaEurope in a timely manner. If the data and/or materials required for the execution of the agreement have not been provided to NovaEurope in time, NovaEurope has the right to suspend the execution of the agreement and/or pay the additional costs resulting from the delay to the Client in accordance with the then usual rates. to charge. The execution period will not commence until after the Client has made the data and/or materials available to NovaEurope. NovaEurope is not liable for damage, of whatever nature, because NovaEurope has acted on the basis of incorrect and/or incomplete data or incorrect and/or incomplete materials provided by the Client.
The confirmation of receipt of material by third parties does not constitute an acknowledgment that NovaEurope has received sufficient material or the quantities stated on the transport documents. NovaEurope is not obliged to check the materials received from the client for numbers and/or suitability prior to processing.
If during the execution of the agreement it appears that it is necessary for a proper execution to change or supplement it, the parties will proceed to adjust the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc., is changed and the agreement is changed in qualitative and/or quantitative terms as a result, this may have consequences for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. NovaEurope will provide a price quote in advance as much as possible. By amending the agreement, the originally stated term of execution may be changed. The client accepts the possibility of amending the agreement, including the change in price and term of execution.
If the agreement is amended, including a supplement, NovaEurope is entitled to implement it only after approval has been given by the person authorized within NovaEurope and the Client has agreed to the price and other conditions stated for the implementation, including the time to be determined at which time it will be implemented. Not or not immediately executing the amended agreement does not constitute a breach of contract on the part of NovaEurope and is no ground for the Client to terminate or cancel the agreement.
Without being in default, NovaEurope can refuse a request to amend the agreement if this could have qualitative and/or quantitative consequences, for example for the work to be performed or goods to be delivered in that context.
If the Client should fail to properly comply with what it is obliged to towards NovaEurope, the Client is liable for all damage on the part of NovaEurope as a result, directly or indirectly.
If NovaEurope agrees a fixed fee or fixed price with the Client, NovaEurope is nevertheless entitled at all times to increase this price without the Client being entitled in that case to dissolve the agreement for that reason, if the increase in the price results from an obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that could not reasonably have been foreseen when the agreement was entered into.
If the price increase, other than as a result of an amendment to the agreement, amounts to more than 10% and takes place within three months after the conclusion of the agreement, the Client is only entitled to dissolve the agreement by means of a written statement, if it can rely on title 5, section 3 of Book 6 of the Dutch Civil Code, unless NovaEurope is then still prepared to perform the agreement on the basis of what was originally agreed, or if the price increase results from an obligation resting on NovaEurope under the law, or if it has been stipulated that the execution will take place more than three months after the agreement has been concluded, or upon delivery of a good, if it has been stipulated that delivery will take place more than three months after the purchase.

Article 4 Suspension, dissolution and early termination of the agreement

NovaEurope is authorized to suspend the fulfillment of the obligations or to dissolve the agreement, if the Client does not fulfill the obligations arising from the agreement – or not fully or not on time – or if NovaEurope becomes aware of circumstances after the agreement has been concluded. , give good reason to fear that the Client will not fulfill its obligations, or if the Client was requested at the time of concluding the agreement to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient, or if the delay on the part of the Client can no longer be expected of NovaEurope to fulfill the agreement under the originally agreed conditions.
Furthermore, NovaEurope is authorized to dissolve the agreement if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or can no longer be expected from NovaEurope according to standards of reasonableness and fairness, or if other circumstances arise that require this. nature that unaltered maintenance of the agreement cannot reasonably be expected of NovaEurope. If the dissolution is attributable to the Client, NovaEurope is entitled to compensation for the damage, including the costs, incurred directly and indirectly as a result.
If the agreement is dissolved, NovaEurope's claims against the Client are immediately due and payable. If NovaEurope suspends the fulfillment of its obligations, it will retain its claims under the law and this agreement.
If NovaEurope proceeds to suspension or dissolution, it is in no way obliged to compensate damage and costs, which have arisen in any way. NovaEurope always reserves the right to claim full compensation.
If one of the parties fails to fulfill his/her obligations arising from the agreement and this non-compliance justifies dissolution, the other party is entitled to dissolve the agreement immediately and with immediate effect without any obligation on his/her part to pay any compensation or indemnification, while the party that has breached its obligations is obliged to pay compensation or indemnification for breach of contract.
In that case, the provisional results of the work performed up to that point will be made available to the Client subject to payment.
If the agreement is terminated prematurely by NovaEurope, NovaEurope will arrange for the transfer of work still to be performed to third parties in consultation with the Client. This unless the termination is attributable to the Client. If the transfer of the work entails extra costs for NovaEurope, these will be charged to the Client. The Client is obliged to pay these costs within the aforementioned term, unless NovaEurope indicates otherwise.
In the event of liquidation, of (application for) suspension of payments or bankruptcy, of attachment - if and insofar as the attachment is not lifted within three months - at the expense of one of the parties, of debt restructuring or any other circumstance whereby one of the parties cannot can longer freely dispose of his/her assets, the other party is free to terminate the agreement with immediate effect without any obligation on his/her part to pay any compensation or indemnification, while the amounts owed to the parties and are fully payable.
If the Client cancels an order placed in whole or in part, the goods ordered or prepared for it, plus any supply, removal and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Client. If a trial period or term has been agreed with the Client, the Client is only obliged to pay the relevant period or term; this agreement must be stated explicitly on the agreement or the order form.

Article 5 Force majeure

NovaEurope is not obliged to fulfill any obligation towards the Client if it is hindered by the consequences of a circumstance that is not due to fault and that is not for its account by law, a legal act or generally accepted standards. Force majeure in these general terms and conditions is understood to mean, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, over which NovaEurope can exercise no influence, but as a result of which NovaEurope is unable to fulfill its obligations. , including possible rejections by transport companies with regard to advertising in and/or on its vehicles. Strikes in the company of NovaEurope or of third parties are also included. NovaEurope also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after NovaEurope should have fulfilled its obligation.
The parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the other party. Insofar as NovaEurope has (partially) fulfilled its obligations under the agreement at the time of the occurrence of force majeure, or will be able to fulfill them, and the part fulfilled or to be performed has independent value, NovaEurope is entitled to fulfill or fulfill the obligations already fulfilled. will be invoiced separately. The client is obliged to pay this invoice as if it were a separate agreement.

Article 6 Payment and collection costs

Payment must always be made within 15 days of the invoice date, in a manner to be indicated by NovaEurope in the currency in which the invoice is made, unless the parties have agreed otherwise in writing. NovaEurope is entitled to invoice periodically.
If the Client fails to pay an invoice on time, the Client is legally in default. The Client will then owe an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the (still) due amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount owed, including the interest claims that have arisen in the meantime.
In the event of liquidation, (application for) suspension of payments or bankruptcy, attachment or any other circumstance as a result of which the Client can no longer freely dispose of its assets, NovaEurope is entitled to cancel the agreement with immediate effect or to cancel the order or cancel the agreement, without NovaEurope in that case being obliged to pay any compensation to the Client, and NovaEurope's claims against the Client are then immediately due and payable.
NovaEurope has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. NovaEurope can, without being in default as a result, refuse an offer of payment if the Client designates a different order for the allocation of the payment. NovaEurope can refuse full repayment of the principal if the outstanding and current interest and collection costs are not also paid.
The client is never entitled to set off the amount owed by him to NovaEurope. Objections to the amount of an invoice do not suspend the payment obligation. The client who cannot invoke Title 5, Section 3, Book 6 of the Dutch Civil Code is also not entitled to suspend payment of an invoice for any other reason.
If the Client is in default or in default in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice. However, if NovaEurope has incurred higher costs for collection that were reasonably necessary, the costs actually incurred will be eligible for reimbursement. Any judicial and enforcement costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs owed.

Article 7 Retention of title

All goods delivered by NovaEurope in the context of the agreement remain the property of NovaEurope until the Client has properly fulfilled all obligations arising from the agreement(s) concluded with NovaEurope.
If any item accrues to NovaEurope pursuant to paragraph 1, the Client may only dispose of it in the context of its normal business operations.
Goods delivered by NovaEurope that fall under the retention of title pursuant to paragraph 1. may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or in any other way encumber the items subject to retention of title.
The Client must always do everything that can reasonably be expected of it to safeguard NovaEurope's property rights. If third parties seize the goods delivered subject to retention of title or wish to establish or enforce rights thereon, the Client is obliged to inform NovaEurope immediately. Furthermore, the Client undertakes to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection to NovaEurope on first request. NovaEurope is entitled to these tokens if the insurance is paid out. Insofar as necessary, the Client undertakes in advance towards NovaEurope to cooperate with everything that may (prove) be necessary or desirable in that context.
In the event that NovaEurope wishes to exercise its property rights referred to in this article, the Client gives in advance unconditional and irrevocable permission to NovaEurope and to third parties to be designated by NovaEurope to enter all those places where NovaEurope's properties are located and to return those items. to take.

Article 8 Warranties, research and complaints, limitation period

The goods to be delivered by NovaEurope meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended under normal use in the Netherlands. The warranty referred to in this article applies to items intended for use within the Netherlands. In the event of use outside the Netherlands, the Client must verify whether its use is suitable for use there and whether it meets the conditions set for it. In that case NovaEurope can set other guarantees – and other – conditions with regard to the goods to be delivered or work to be performed.
The warranty referred to in paragraph 1 of this article applies for a period of one year after delivery, unless the nature of the delivery dictates otherwise or the parties have agreed otherwise. If the warranty provided by NovaEurope concerns an item that was produced by a third party, the warranty is limited to that provided by the producer of that item, unless stated otherwise. After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client.
Any form of warranty will lapse if a defect has arisen as a result of - or arises from - injudicious or improper use thereof, incorrect storage or maintenance thereof by the Client and/or by third parties when, without the written permission of NovaEurope, the Client or third parties have made changes or attempted to make changes to the item, other items have been attached to it that should not be attached thereto, or if they have been processed or processed in a manner other than the prescribed one. The Client is also not entitled to a warranty if the defect is caused by or is the result of circumstances beyond NovaEurope's control, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) et cetera.
The Client is obliged to inspect the delivered goods (or have them examined), immediately at the moment that the goods are made available to him or the relevant work has been carried out. In doing so, the Client should investigate whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed in this regard. Any visible defects must be reported to NovaEurope in writing within seven days of delivery. Any non-visible defects must be reported to NovaEurope in writing immediately, but in any case no later than fourteen days after discovery. The report must contain as detailed a description as possible of the defect, so that NovaEurope is able to respond adequately. The client must give NovaEurope the opportunity to investigate a complaint or have it investigated.
If the Client makes a timely complaint, this does not suspend its payment obligation. In that case, the client also remains obliged to purchase and pay for the otherwise ordered goods.
If a defect is reported later, the Client is no longer entitled to repair, replacement or compensation.
If it is established that a good is defective and a complaint has been made in good time, NovaEurope will return the defective good within a reasonable term after receipt thereof, or, if return is not reasonably possible, written notification of the defect by the Client, at the option of NovaEurope, replace or arrange for its repair, or pay replacement compensation for it to the Client. In the event of replacement, the Client is obliged to return the replaced item to NovaEurope and to transfer ownership thereof to NovaEurope, unless NovaEurope indicates otherwise.
If it is established that a complaint is unfounded, the costs incurred by NovaEurope, including the investigation costs, will be borne in full by the Client.
Contrary to the statutory limitation periods, the limitation period for all claims and defenses against NovaEurope and the third parties involved by NovaEurope in the execution of an agreement is one year.

Article 9 Liability

If NovaEurope should be liable, this liability is expressly limited to what is regulated in this provision. NovaEurope is never liable for consequential damage, indirect damage and/or immaterial damage, including but not limited to trading loss, loss of profit, damage as a result of personal accidents, damage resulting from claims by third parties.
NovaEurope is not liable for damage, of whatever nature, caused by NovaEurope relying on incorrect and/or incomplete information or incorrect and/or incomplete materials provided by – or on behalf of – the Client.
If NovaEurope should be liable for any damage, NovaEurope's liability is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.
NovaEurope's liability is in any case always limited to the amount paid out by its insurer, where appropriate.
NovaEurope is only liable for direct damage.
Direct damage is exclusively understood to mean the reasonable costs to determine the cause and the extent of the damage, insofar as that determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to fulfill the defective performance of NovaEurope to the agreement. to be answered, insofar as these can be attributed to NovaEurope and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. NovaEurope is never liable for indirect damage, including consequential damage, lost profit, lost savings, claims by third parties against the Client and damage due to business interruption.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of executive subordinates or the board of NovaEurope.

Article 10 Transfer of risk

The risk of loss, damage or decrease in value transfers to the Client at the moment when goods are transferred to the Client or are brought under the control of the Client.

Article 11 Indemnification

The client indemnifies NovaEurope against all possible claims and/or damage from third parties who suffer damage in connection with the execution of the agreement, unless the damage is the result of intent/gross negligence on the part of NovaEurope. If NovaEurope should be held liable for this by third parties, the Client is obliged to assist NovaEurope both in and out of court and to immediately do everything that may be expected of him in that case. If the Client fails to take adequate measures, NovaEurope is entitled to do so itself without notice of default. All costs and damage on the part of NovaEurope and third parties arising as a result will be entirely at the expense and risk of the Client.

Article 12 Intellectual, industrial property and copyrights

NovaEurope reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual and industrial laws and regulations. NovaEurope has the right to use the knowledge gained by the execution of an agreement for other purposes, insofar as no strictly confidential information is disclosed to third parties.

Article 13 Applicable law and disputes

Dutch law applies exclusively to all legal relationships to which NovaEurope is a party, even if an agreement is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the “Vienna Sales Convention” is excluded.
Disputes arising from or related to the agreement will only be submitted for settlement to the competent court in The Hague, unless NovaEurope prefers a court in another district as the claimant.
The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.

Article 14 Location and change of conditions

These terms and conditions are published on the NovaEurope website (www.NovaEurope.com).
The most recently filed version or the version that applied at the time of the establishment of the legal relationship with NovaEurope is always applicable.
The Dutch text of the general terms and conditions is always decisive for the explanation thereof.

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