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General Terms and Conditions

Last Updated: January 13, 2023

Definitions

  1. NOVECTRA: NOVECTRA B.V., the private limited liability company, established in Terneuzen under KvK no. 80965407.
  2. Client: the party with whom NOVECTRA has entered into an agreement.
  3. Parties: NOVECTRA and the client jointly.
  4. Consumer: a client who is also an individual and who acts as a private person.

 Applicability of General Terms and Conditions

  1. These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of NOVECTRA.
  2. The parties may only deviate from these terms and conditions if they have expressly agreed to do so in writing.
  3. The parties expressly exclude the applicability of any supplementary and/or deviating general terms and conditions of the client or of third parties.

Offers and quotations

  1. Offers and quotations from NOVECTRA are non-binding, unless expressly stated otherwise therein.
  2. An offer or quotation is valid for a maximum of 1, 2 or 4 weeks, unless a different acceptance period is stated in the offer or quotation. For quotations and offers for PV systems, a price guarantee period of 1 week applies.
  3. If the client does not accept an offer or quotation within the applicable period, the offer or quotation shall lapse.
  4. Offers and quotations do not apply to repeat orders, unless the parties have expressly agreed to this in writing.

Acceptance 

  1. Upon acceptance of a non-binding quotation or offer, NOVECTRA reserves the right to withdraw the quotation or offer within 3 days of receipt of the acceptance, without the client being entitled to derive any rights therefrom.
  2. Oral acceptance by the client shall only bind NOVECTRA after the client has confirmed it in writing (or electronically).

Prices

  1. All prices applied by NOVECTRA are in euros, include VAT and exclude any other costs such as administration fees, levies and travel, shipping or transport costs, unless expressly stated or agreed otherwise.
  2. All prices applied by NOVECTRA for its services and products, on its website or otherwise made known, may be changed by NOVECTRA at any time.
  3. For services provided by NOVECTRA, the parties agree on a total amount as an indicative price, unless the parties have expressly agreed in writing on a fixed price from which no deviation is permitted.
  4. NOVECTRA is entitled to deviate by up to 10% from the indicative price.
  5. If the indicative price exceeds 10%, NOVECTRA shall inform the client in good time of the reasons why a higher price is justified.
  6. If the indicative price exceeds 10%, the client has the right to cancel the part of the assignment that exceeds the indicative price increased by 10%.
  7. NOVECTRA has the right to adjust prices annually.
  8. Prior to their entry into force, NOVECTRA shall notify the client of any price adjustments.
  9. The consumer has the right to terminate the agreement with NOVECTRA if he does not agree with the price increase.

Payments and payment terms

  1. When entering into the agreement, NOVECTRA may require a down payment of up to 50% of the agreed amount.
  2. The client must pay invoices to NOVECTRA within 14 days  of the invoice date, unless the parties have made other arrangements or a different payment term is stated on the invoice.
  3. Payment terms shall be regarded as strict payment deadlines. This means that if the client has not paid the agreed amount by the last day of the payment term, he shall be in default and breach of contract by operation of law, without NOVECTRA being required to send a reminder or issue a notice of default.
  4. NOVECTRA reserves the right to make delivery conditional upon immediate payment or to require security for the total amount of the services or products.

Consequences of late payment

  1. If the client fails to pay within the agreed term, NOVECTRA is entitled to charge statutory interest of 2% per month for non-commercial transactions and  statutory interest of 8% per month for commercial transactions from the day the client is in default, whereby any part of a month shall count as a full month.
  2. When the client is in default, he shall furthermore owe extrajudicial collection costs and any compensation to NOVECTRA.
  3. Collection costs shall be calculated in accordance with the Besluit vergoeding voor buitengerechtelijke incassokosten.
  4. If the client fails to pay on time, NOVECTRA may suspend its obligations until the client has fulfilled his payment obligation.
  5. In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the client, NOVECTRA’s claims against the client shall become immediately due and payable.
  6. If the client refuses to cooperate in the performance of the agreement by NOVECTRA, he shall nevertheless remain obliged to pay the agreed price to NOVECTRA.

Right of reclamation

  1. As soon as the client is in default, NOVECTRA is entitled to invoke the right of reclamation with respect to the unpaid products delivered to the client.
  2. NOVECTRA invokes the right of reclamation by means of a written or electronic notification.
  3. Once the client has been notified of the invoked right of reclamation, the client must immediately return the products to which this right relates to NOVECTRA, unless the parties make other arrangements.
  4. The costs of collecting or returning the products shall be borne by the client.

Right of suspension

Unless the client is a consumer, the client waives the right to suspend the performance of any obligation arising from this agreement.

Right of retention 

  1. NOVECTRA may invoke its right of retention and in that case retain the client’s products until the client has paid all outstanding invoices owed to NOVECTRA, unless the client has provided sufficient security for those costs.
  2. The right of retention also applies on the basis of previous agreements from which the client still owes payments to NOVECTRA.
  3. NOVECTRA shall never be liable for any damage the client may suffer as a result of exercising its right of retention.

Set-off

Unless the client is a consumer, the client waives the right to set off a debt owed to NOVECTRA against a claim on NOVECTRA.

Retention of title

  1. NOVECTRA shall remain the owner of all delivered products until the client has fully fulfilled all payment obligations owed to NOVECTRA under any agreement entered into with NOVECTRA, including claims relating to failure to perform.
  2. Until that time, NOVECTRA may invoke its retention of title and repossess the goods.
  3. Before ownership has passed to the client, the client may not pledge, sell, alienate or otherwise encumber the products.
  4. If NOVECTRA invokes its retention of title, the agreement shall be deemed dissolved and NOVECTRA shall have the right to claim compensation, lost profit and interest.

Delivery

  1. Delivery shall take place while stocks last.
  2. Delivery shall take place at NOVECTRA, unless the parties have agreed otherwise.
  3. Delivery of products ordered online shall take place at the address specified by the client.
  4. If the agreed amounts are not paid or not paid on time, NOVECTRA has the right to suspend its obligations until the agreed portion has been paid.
  5. In the event of late payment, there is creditor default, with the result that the client cannot invoke late delivery against NOVECTRA.

Delivery time

  1. The delivery times stated by NOVECTRA are indicative and do not entitle the client to dissolution or compensation upon exceeding them, unless the parties have expressly agreed otherwise in writing.
  2. The delivery time commences after the quotation signed for approval by the client has been confirmed to the client by NOVECTRA in writing or electronically.
  3. Exceeding the stated delivery time does not entitle the client to compensation nor to dissolve the agreement, unless NOVECTRA cannot deliver within 14 days after having been given written notice to do so or the parties have agreed otherwise.

Actual delivery

The client must ensure that the actual delivery of the products ordered by him can take place on time.

Transport costs

Transport costs shall be borne by the client, unless the parties have agreed otherwise.

Packaging and shipping

  1. If the packaging of a delivered product is opened or damaged, the client must, before accepting the product, have the carrier or delivery person note this, failing which NOVECTRA cannot be held liable for any damage.
  2. If the client arranges transport of a product himself, he must report any visible damage to products or packaging to NOVECTRA prior to transport, failing which NOVECTRA cannot be held liable for any damage.

Insurance

  1. The client undertakes to adequately insure and keep insured the following items against, inter alia, fire, explosion and water damage as well as theft:
    • delivered goods necessary for the performance of the underlying agreement
    • goods of NOVECTRA present at the client’s premises
    • goods delivered subject to retention of title
  2. The client shall provide the policy of these insurances for inspection upon first request by NOVECTRA.
  3. Unless the parties have expressly agreed otherwise, the client is obliged to take out a CAR insurance at his own expense and the client cannot claim compensation for any damage that would otherwise be covered by this insurance.

Storage

  1. If the client takes delivery of ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the client.
  2. Any additional costs resulting from early or late acceptance of products shall be entirely borne by the client.

Assembly/Installation

Although NOVECTRA endeavours to perform all assembly and/or installation work as well as possible, it accepts no responsibility therefor except in the case of intent or gross negligence.

Warranty

  1. When the parties have entered into an agreement of a service nature, this contains for NOVECTRA only an  obligation of best efforts and therefore no obligation to achieve a specific result.
  2. The warranty relating to products applies exclusively to defects caused by faulty manufacture, construction or material.
  3. The warranty does not apply in the case of normal wear and tear and damage resulting from accidents, modifications made to the product, negligence or improper use by the client, as well as when the cause of the defect cannot be clearly established.
  4. The risk of loss, damage or theft of the products that are the subject of an agreement between the parties passes to the client at the moment they are delivered legally and/or actually, or at least come into the client’s possession or that of a third party who receives the product on behalf of the client.

Performance of the agreement

  1. NOVECTRA performs the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. NOVECTRA has the right to have the agreed services performed (in part) by third parties.
  3. Performance of the agreement takes place in mutual consultation and after written approval and payment of any agreed advance by the client.
  4. It is the client’s responsibility to ensure that NOVECTRA can commence performance of the agreement on time.
  5. If the client has not ensured that NOVECTRA can commence performance of the agreement on time, the resulting additional costs and/or additional hours shall be borne by the client.

Information to be provided by the client 

  1. The client shall make available to NOVECTRA in a timely manner and in the desired form and manner all information, data and documents relevant to the proper performance of the agreement.
  2. The client guarantees the accuracy, completeness and reliability of the information, data and documents made available, even if they originate from third parties, insofar as the nature of the agreement does not dictate otherwise.
  3. If and insofar as the client so requests, NOVECTRA shall return the relevant documents.
  4. If the client fails to make available, or fails to make available in a timely or proper manner, the information, data or documents reasonably required by NOVECTRA and performance of the agreement is delayed as a result, the resulting additional costs and additional hours shall be borne by the client.

Duration of the agreement concerning a service

  1. The agreement between NOVECTRA and the client concerning a service or services is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
  2. If an agreement has been entered into for a fixed term, it shall be tacitly converted into an agreement for an indefinite period after expiry of the term, unless one of the parties terminates the agreement subject to a notice period of 3 months, or a consumer terminates the agreement subject to a notice period of 1 month, whereby the agreement ends by operation of law.
  3. If during the term of the agreement the parties have agreed on a deadline for the completion of certain work, this shall never be a strict deadline. In the event of exceeding this deadline, the client must issue a written notice of default to NOVECTRA.

Termination of service agreement for an indefinite period

  1. The client may terminate an agreement for a service entered into for an indefinite period at any time subject to a notice period of 3 months.
  2. A consumer has the right to terminate an agreement for a service for an indefinite period subject to a notice period of 1 month.

Intellectual property

  1. NOVECTRA retains all intellectual property rights (including copyright, patent rights, trademark rights, design and model rights, etc.) to all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, mock-ups, etc., unless the parties have agreed otherwise in writing.
  2. The client may not copy, show to third parties and/or make available or otherwise use the aforementioned intellectual property rights without prior written consent from NOVECTRA.

Confidentiality

  1. The client shall keep confidential all information (in whatever form) received from NOVECTRA.
  2. The same applies to all other information concerning NOVECTRA of which the client knows or may reasonably assume that it is secret or confidential, or of which he may expect that its disclosure could harm NOVECTRA.
  3. The client shall take all necessary measures to ensure that he also keeps confidential the information referred to in paragraphs 1 and 2.
  4. The confidentiality obligation described in this article does not apply to information:
    • that was already public before the client learned of this information or that later became public without this being the result of a breach of the client’s confidentiality obligation
    • that is disclosed by the client on the basis of a legal obligation
  5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its termination.

Penalty clause

  1. If the other party breaches the article of these general terms and conditions on confidentiality or intellectual property, it shall forfeit an immediately due and payable penalty for each breach for the benefit of the trade name.
  • if the other party is a consumer, this penalty amounts to € 1.000
  • if the other party is a legal entity, this penalty amounts to € 5.000
  1. Furthermore, the other party shall forfeit an amount equal to 5% of the amount referred to in paragraph 1 for each day that the breach continues.
  2. No prior notice of default or legal proceedings are required for the forfeiture of this penalty. Nor does any form of damage need to be present.
  3. The forfeiture of the penalty referred to in the first paragraph of this article does not prejudice the other rights of NOVECTRA, including its right to claim compensation in addition to the penalty.

Indemnification

The client shall indemnify NOVECTRA against all claims by third parties relating to the products and/or services supplied by NOVECTRA.

Complaints

  1. The client must examine a product delivered or service rendered by NOVECTRA as soon as possible for any defects.
  2. If a delivered product or rendered service does not conform to what the client could reasonably expect from the agreement, the client must notify NOVECTRA thereof as soon as possible, but in any event within 1 month of discovering the defects.
  3. Consumers must notify NOVECTRA thereof no later than 2 months after discovering the defects.
  4. The client shall provide as detailed a description as possible of the defect, so that NOVECTRA is able to respond adequately.
  5. The client must demonstrate that the complaint relates to an agreement between the parties.
  6. If a complaint relates to ongoing work, this shall in no event mean that NOVECTRA can be required to perform work other than that agreed.

Notice of default

  1. The client must communicate notices of default to NOVECTRA in writing.
  2. It is the client’s responsibility to ensure that a notice of default actually reaches NOVECTRA (in time).

Joint and several liability of the client

If NOVECTRA enters into an agreement with multiple clients, each of them shall be jointly and severally liable for the full amounts owed to NOVECTRA under that agreement.

Liability of NOVECTRA

  1. NOVECTRA shall be liable for any damage suffered by the client only if and insofar as that damage is caused by intent or wilful recklessness.
  2. If NOVECTRA is liable for any damage, it shall only be liable for direct damage arising from or relating to the performance of an agreement.
  3. NOVECTRA shall never be liable for indirect damage, such as consequential damage, lost profit, missed savings or damage to third parties.
  4. If NOVECTRA is liable, its liability is limited to the amount paid out under a professional liability insurance policy and, in the absence of (full) payment by an insurance company of the damage amount, liability is limited to the (portion of the) invoice amount to which the liability relates.
  5. All images, photos, colours, drawings and descriptions on the website or in a catalogue are merely indicative and approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Limitation period

Any right of the client to compensation from NOVECTRA shall in any event expire 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Burgerlijk Wetboek.

Right of dissolution

  1. The client has the right to dissolve the agreement when NOVECTRA is attributably in breach of its obligations, unless this breach, given its special nature or minor significance, does not justify dissolution.
  2. If performance of the obligations by NOVECTRA is permanently or temporarily impossible, dissolution can only take place after NOVECTRA is in default.
  3. NOVECTRA has the right to dissolve the agreement with the client if the client fails to fulfil its obligations under the agreement fully or on time, or if NOVECTRA has become aware of circumstances that give it good reason to fear that the client will not be able to properly fulfil its obligations.

Force majeure

  1. In addition to the provisions of Article 6:75 Burgerlijk Wetboek, a failure by NOVECTRA to perform any obligation towards the client shall not be attributable to NOVECTRA in a situation independent of NOVECTRA’s will that prevents or partially prevents performance of its obligations towards the client or makes it unreasonable to require performance from NOVECTRA.
  2. The following shall also – but not exclusively – be regarded as force majeure situations referred to in paragraph 1: state of emergency (such as civil war, uprising, riots, natural disasters, etc.); non-performance and force majeure of suppliers, carriers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, adverse weather conditions and work stoppages.
  3. If a force majeure situation arises whereby NOVECTRA cannot fulfil one or more obligations towards the client, those obligations shall be suspended until NOVECTRA can fulfil them again.
  4. From the moment a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in whole or in part in writing.
  5. In a force majeure situation, NOVECTRA owes no (damage) compensation whatsoever, even if it derives any benefit as a result of the force majeure situation.

PV (solar panel) installations

  1. The roof surface must be easily accessible to NOVECTRA and free of obstructions. The client must remove any obstructions before commencement of the assignment;
  2. Roof access may extend to a maximum of 6 metres above ground level;
  3. Installation of PV systems excludes any concrete drilling unless expressly stated otherwise in the quotation or assignment;
  4. During installation of PV systems, breakage damage to roof tiles may occur. NOVECTRA can never be held liable if breakage damage to roof tiles or other items occurs. The client must ensure sufficient spare roof tiles before installation of the PV system;
  5. The quality of the client’s internet/WiFi connection falls outside the scope and warranty conditions of NOVECTRA. Unless a monitoring contract has been taken out or otherwise stated in the quotation or assignment;
  6. Price quotations are at all times subject to interim price changes, typographical errors and/or other unexpected provisions;
  7. Due to current market conditions, the watt-peak units per PV panel may differ upon actual delivery compared to the specification in the agreed assignment, in connection with timely deliveries. A maximum deviation of 25Wp per PV panel may occur;
  8. NOVECTRA is authorised to change the versions of the inverter type offered in the quotation at the time of assignment. In this case, the inverter will be of the same manufacturer, with a possibly different version of the relevant type, depending on availability from its suppliers.

Amendment of the agreement 

  1. If after conclusion of the agreement it proves necessary for its performance to amend or supplement its content, the parties shall amend the agreement accordingly in a timely manner and in mutual consultation.
  2. The preceding paragraph does not apply to products purchased in a physical store.

Amendment of general terms and conditions

  1. NOVECTRA is entitled to amend or supplement these general terms and conditions.
  2. Amendments of minor importance may be implemented at any time.
  3. NOVECTRA shall discuss major substantive amendments with the client in advance as far as possible.
  4. Consumers are entitled to terminate the agreement in the event of a material amendment to the general terms and conditions.

Transfer of rights

  1. Rights of the client arising from an agreement between the parties may not be transferred to third parties without the prior written consent of NOVECTRA.
  2. This provision applies as a clause with proprietary effect as referred to in Article 3:83, second paragraph, Burgerlijk Wetboek.

Consequences of nullity or voidability

  1. If one or more provisions of these general terms and conditions prove to be null and void or voidable, this shall not affect the remaining provisions of these terms and conditions.
  2. A provision that is null and void or voidable shall in that case be replaced by a provision that comes closest to what NOVECTRA had in mind when drafting the terms and conditions on that point.

Applicable law and competent court

  1. Dutch law shall exclusively apply to every agreement between the parties.
  2. The Dutch court in the district where NOVECTRA is established / conducts its practice / has its office shall have exclusive jurisdiction to hear any disputes between the parties, unless mandatory law provides otherwise.

Established on 1 January 2021.