Terms and conditions

In these General Terms and Conditions, the following terms are defined as follows:
1. NovaTecto: NovaTecto BV, established at Zwembadweg 20, 5611 KS Eindhoven, the Netherlands, acting either as a reseller/distributor or as a commercial agent/intermediary.
2. Buyer: Any natural person or legal entity that concludes an Agreement with NovaTecto or receives an offer from NovaTecto.
3. Principal: The third party (usually an overseas manufacturer or supplier) for whom NovaTecto may act as an agent or from whom NovaTecto purchases goods for resale.
4. Agreement: The agreement between NovaTecto and the Buyer regarding the sale, delivery, or mediation of Products.
5. Products: Technical goods, equipment, components, software, and related innovative products offered, imported, sold, or mediated by NovaTecto.
6. In writing: By letter, email, or any other electronic means recognized by law.

1. These General Terms and Conditions apply to all offers, quotations, orders, and agreements between NovaTecto and the Buyer.
2. Capacity: NovaTecto may act in two capacities under these conditions: a. As Distributor/Reseller: NovaTecto sells Products in its own name and for its own account. b. As Agent: NovaTecto acts as an intermediary for a Principal. In this case, the sale agreement is effectively concluded between the Principal and the Buyer, with NovaTecto facilitating the transaction. The specific capacity in which NovaTecto acts will be evident from the quotation, order confirmation, or the nature of the transaction.
3. The applicability of any general terms and conditions of the Buyer is explicitly rejected unless agreed otherwise in writing.
4. If any provision of these Terms and Conditions is found to be null and void or is annulled, the remaining provisions shall remain in full force and effect.
5. NovaTecto reserves the right to amend these Terms and Conditions. The amended terms will apply to new Agreements specifically.

1. All offers and quotations by NovaTecto are non-binding and valid for a period of 30 days, unless stated otherwise. NovaTecto may revoke a non-binding offer even after acceptance, provided this is done immediately.
2. An Agreement is formed only when NovaTecto confirms the order in writing or explicitly commences execution of the order.
3. Samples, models, descriptions, and technical specifications provided in catalogues or on the website are indicative and not binding, as products from overseas manufacturers may be subject to minor technical modifications.

1. Unless explicitly stated otherwise, all prices are in Euros (€) and are inclusive of standard packaging, but exclusive of VAT (BTW), shipping, transport costs, insurance duties, and levies imposed by the government.
2. NovaTecto reserves the right to adjust prices if cost-determining factors (such as exchange rates, raw material prices, import duties, or freight charges) increase between the date of the offer and the date of delivery.
3. For deliveries outside the Netherlands, the Buyer acts as the importer of record and is responsible for any local taxes or duties unless DDP (Delivered Duty Paid) terms are explicitly agreed upon.

1. Payment must be made within 14 days of the invoice date, in the currency invoiced, unless otherwise quoted.
2. If the Buyer fails to pay within the agreed period, they are legally in default without further notice of default being required. From that moment, the Buyer owes statutory commercial interest on the outstanding amount.
3. All extrajudicial collection costs incurred by NovaTecto to collect the claim shall be borne by the Buyer. These costs are set at a minimum of 15% of the outstanding amount, with a minimum of €40.00.
4. NovaTecto is entitled to require advance payment or security for payment from the Buyer before proceeding with delivery, particularly for custom orders or high-value imports.

1. Delivery times stated by NovaTecto are indicative and shall never be regarded as strict deadlines (fatale termijnen), unless expressly agreed otherwise in writing.
2. Delivery Terms: The specific delivery terms (Incoterms 2020) applicable to the Agreement are specified in the quotation or order confirmation issued by NovaTecto. If no specific delivery term is mentioned in the quotation, delivery shall be deemed to be Ex Works (EXW) from the location designated by NovaTecto.
3. The risk of loss or damage to the Products transfers to the Buyer in accordance with the agreed Incoterm. If no Incoterm is agreed, risk transfers at the moment the Products are made available to the Buyer or leave the warehouse.
4. NovaTecto is permitted to deliver sold Products in parts (partial deliveries) and to invoice these parts separately.

1. In capacity as Reseller: All goods delivered by NovaTecto remain the property of NovaTecto until the Buyer has fulfilled all obligations under all Agreements concluded with NovaTecto, including payment of the purchase price, strictly applicable surcharges, interest, and costs.
2. In capacity as Agent: If NovaTecto acts as an agent, the retention of title provisions of the Principal (Manufacturer) shall apply where relevant, or NovaTecto reserves rights on behalf of the Principal until payment is secured.
3. The Buyer is not authorized to pledge or otherwise encumber goods subject to retention of title.
4. If third parties seize goods delivered subject to retention of title or wish to establish or assert rights to them, the Buyer is obliged to notify NovaTecto immediately.

1. The Buyer must inspect the Products immediately upon delivery. The Buyer must verify whether the quality and quantity correspond to what has been agreed.
2. Visible defects or shortages must be reported to NovaTecto in writing within 5 working days of delivery. Non-visible defects must be reported within 5 working days of discovery, but no later than the warranty period defined in Article 9.
3. If a complaint is made on time, the Buyer remains obliged to accept and pay for the purchased goods. Returning goods is only permitted with prior written consent from NovaTecto.

1. NovaTecto warrants that the Products meet the usual requirements and standards that can reasonably be set for them at the time of delivery.
2. Since NovaTecto acts as a technical trading company for overseas products, the warranty on delivered Products is strictly limited to the manufacturer’s warranty provided by the supplier/Principal.
3. The warranty is void if a defect arises as a result of:

• Improper or inappropriate use.
• Incorrect storage or maintenance by the Buyer.
• Modifications or repairs carried out by the Buyer or third parties without NovaTecto’s consent.
• Normal wear and tear.

1. General: NovaTecto is only liable for direct damages resulting from an attributable failure to strictly fulfill the Agreement.
2. Limitation as Agent: Where NovaTecto acts as an Agent, it accepts no liability for the failure of the Principal to deliver, or for defects in the Products themselves. In these cases, NovaTecto’s liability is limited strictly to the performance of its duties as an intermediary/agent.
3. Exclusions: Liability for indirect damages, including consequential loss, lost profits, lost savings, and damage due to business interruption, is explicitly excluded.
4. Cap: NovaTecto’s total liability is limited to the amount paid out by its liability insurance in the relevant case. If no payment is made by the insurance, liability is limited to the invoice value of the specific order (or that part of the order) to which the liability relates.
5. NovaTecto is not liable for damages caused by the use of Products that do not comply with local regulations in the destination country if the Buyer failed to inform NovaTecto of specific local requirements prior to the purchase.

1. NovaTecto is not obliged to fulfill any obligation towards the Buyer if explicitly hindered from doing so due to a circumstance that is not due to fault, and for which it cannot be held accountable under the law, a legal act, or generally accepted views.
2. Force majeure includes, but is not limited to: strikes, transport difficulties, fire, government measures, delayed supply by suppliers or manufacturers abroad, and pandemics.
3. NovaTecto has the right to suspend its obligations during the period of force majeure. If this period lasts longer than 60 days, either party is entitled to dissolve the Agreement without obligation to pay compensation.

1. All intellectual property rights regarding the Products, documentation, and technical data provided by NovaTecto remain vested in NovaTecto or its suppliers/Principals.
2. The Buyer is strictly prohibited from removing or altering any indications regarding copyrights, trademarks, or trade names from the Products.

1. All legal relationships to which NovaTecto is a party are governed exclusively by Dutch law.
2. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
3. Disputes will strictly be settled by the competent court in the district of Oost-Brabant, location ‘s-Hertogenbosch, unless mandatory law prescribes otherwise.