General Conditions

Novigis bv
BTW: BE0797.631.790
Herderstraat 6+
9240 Zele
Tel. : +32 (0) 52 280 913
Email : info@novigis.eu


1.1. Application: Only the present general conditions apply in the contracts concluded between Novigis srl, having its registered office at 9240 Zele, Herderstraat 6, registered with the Banque Carrefour des Entreprises under the number RPM Ghent, Dendermonde division 0797.631.790 ("Novigis ”) and a buyer (“Buyer”). By placing an order, the Buyer acknowledges having been able to read and accept these general conditions. Any derogation, even if it is mentioned on the Buyer's order form, is only applicable with the written agreement of Novigis. Even in this case, the current conditions remain applicable for all the points which have not been the subject of an express renunciation. Novigis reserves the right to modify these general conditions at any time, the new version of the general conditions being applicable to orders placed after this modification.

1.2. Applicable law and competent court: Only Belgian law (excluding the United Nations Convention of 11 April 1980 on contracts for the international sale of goods and the Convention of 14 June 1974 on the limitation period in the international sale of goods) is applicable to all contracts entered into by Novigis. For any dispute, only the courts of Ghent (division of Dendermonde) or Ghent (division of Ghent) are competent, at the discretion of Novigis.

1.3 Severability: If one (in whole or in part) or more provisions of these terms and conditions should be invalid or unenforceable, this shall not affect the validity or enforceability of the other provisions or of the part of the provision concerned which is not not void or unenforceable. In such event, Novigis and Buyer will negotiate in good faith to replace the conflicting or unenforceable provision with a legally valid and enforceable provision that approximates as closely as possible the object and purpose of the original provision.

PRICES, QUOTES AND ORDERS

2.1. Price: The prices indicated are net, excluding VAT. All taxes, duties and fees, and in particular those mentioned below, are the responsibility of the Buyer.

2.2. Price revision: Novigis reserves the right to revise the agreed prices even after the date of the order. Novigis may carry out this revision, based on an increase in parameters that represent a real cost in the price (such as, but not limited to, the price of raw materials, energy, materials, labor costs, etc.) Such a price revision may amount to up to 80% of the total price, and this for the parts of the price represented by the increase in the actual costs.

2.3. Quotations: Prices are only binding upon written confirmation from Novigis. The validity of quotations is limited to 30 days, unless otherwise specified. Price quotations are based on the copper price and tariffs in effect at that time. Novigis reserves the right to correct prices in the event of material, calculation or printing errors.

2.4. Orders: The Buyer is irrevocably bound by his order, but Novigis only guarantees it after written confirmation. Novigis reserves the right at any time to refuse the order without any compensation or recourse for the Buyer if it has legitimate reasons to do so (such as but not limited to: (i) abnormally large orders, which includes quantities that do not correspond to the normal purchasing behavior of companies, (ii) problems related to previous orders, (iii) problems specific to suppliers which make it difficult to fulfill the order or which are no longer economically advantageous) . If the Buyer cancels an order, he is obliged to pay a cancellation fee amounting to twenty (20) percent of the price, unless Novigis suffers damage greater than this amount as a result of the cancellation of the command. In the event of cable cuts, the quantities delivered may deviate by ± 5% from the quantities ordered, without this giving rise to a dispute on the part of the Buyer. The quantities invoiced are those actually delivered.

DELIVERIES

3.1. Delivery time: Delivery times are given as an indication and do not bind the seller. Delays do not entitle you to compensation or cancellation of the order. Upon expiry of the indicative delivery time, the Purchaser may give notice to Novigis to deliver the goods within a period equal to the initial indicative delivery time. If Novigis
still fails to deliver, the order may be canceled without any compensation being due. However, this formal notice is without effect if the expiry of the indicative period is the result of an act or omission by the Buyer or a third party (such as a Novigis supplier).

3.2. Shipping costs: Unless otherwise agreed, deliveries are made Ex Works (Ex Works) (Incoterms 2020 as established by the ICC). It is the Buyer's responsibility to ensure that the place of delivery is in good condition and suitable as the place of delivery. If a manager of
 
the Buyer is not present at the agreed delivery address and/or time, or if delivery is impossible, Novigis has the right to charge the Buyer the cost of delivery and storage of these goods, without prejudice to the right of Novigis to claim higher compensation if the actual damage suffered is greater and without prejudice to article 3.5 of these general conditions. Novigis and Buyer may deviate from the previous arrangement and agree that Novigis will arrange transport to Buyer's premises. In this case, transport costs will be invoiced with a minimum of 25 (twenty-five) euros for each order whose value is less than 350 (three hundredfifty) euros, unless Novigis and the Purchaser waive this amount.

3.3. Risk: The risk is transferred to the Buyer as soon as the goods leave the premises of Novigis.

3.4. Contribution to road tax: a contribution of EUR 1.25 is charged for each delivery.

3.5. Invoicing: Unless otherwise agreed, invoicing will take place on the date the equipment is made available. The storage of the goods is done at the risk and expense of the Buyer from the date of availability of the equipment. If the Buyer does not collect or take delivery of the goods within 10 working days of their availability, Novigis may cancel the order without any compensation. In this case, the Buyer is always responsible for transport and storage/warehousing costs. In addition, the Buyer's failure to collect or take delivery of the goods within 10 working days constitutes an implied cancellation of the order by the Buyer, as a result of which compensation in accordance with article 2.4 of these general conditions is due to Novigis. There can never be a cancellation in the case of goods ordered especially for the Buyer. In this case, the total price will be charged.

RETURN - The goods sold will not be taken back or exchanged. However, it is possible to deviate from this rule subject to prior written agreement. In this case, a reduction will be applied for administrative costs with a minimum of 85 EUR. Returns are at the buyer's risk and expense.

ENVIRONMENTAL CONTRIBUTION - An environmental contribution will be levied on the goods concerned and according to the tariffs in force at that time from RECUPEL, PV CYCLE BELGIUM and any other approved body. No discount can be granted on these contributions paid by Novigis.

COMPLAINTS AND WARRANTY

6.1. Complaints: The Buyer must check the nature, quantity and good condition of the goods on delivery. All claims relating to conformity and/or defects
 
of the goods or of the invoice must be notified in writing by the Buyer, under penalty of cancellation, within five (5) days following the date of delivery of the goods or the date of the invoice, respectively, but within all cases before their treatment or
their (re)sale. This notification must include photos that provide unmistakable proof of apparent defects and/or non-compliance. In addition, the Buyer must (thereafter) lodge all (legal) claims due to visible defects and/or non-conformity or the invoice, under penalty of expiration, within one (1) months after delivery or invoice date, respectively. The use, processing or (re)sale of the goods deprives the Buyer of the right to lodge a complaint due to visible defects and/or non-conformity. If the Buyer does not (in due time) report the visible defects and/or non-conformity or does not protest against the invoice in time, he is deemed to have accepted the goods/invoices. The Purchaser must notify Novigis in writing of all complaints for latent defects, on pain of forfeiture, within two (2) weeks of their discovery. This notification must include a detailed description of the hidden defects. In addition, the Buyer must (then) assert all (legal) rights due to hidden defects, under penalty of forfeiture, within one (1) year after delivery. Any complaint, of whatever nature, does not suspend the payment obligations and does not authorize the Buyer to refuse delivery of goods which are not the subject of the complaint. Novigis expressly reserves the right to suspend its obligations under this article until full payment by the Purchaser of the amounts due, for whatever reason.

6.2. Warranty: The product warranty is limited to the manufacturer's warranty and its duration begins upon delivery of the goods. The Buyer will only be able to assert a claim for compensation if he has proof of purchase of the goods and if the guarantee provided by the manufacturer to Novigis for these goods is still in force. Novigis cannot under any circumstances be held liable for defects resulting from a case of force majeure, error or negligence on the part of the Buyer or the person for whom the Buyer is responsible and/or normal wear or misuse.

6.3. The opinions and studies remain for information purposes, without any commitment or liability on the part of Novigis.

6.4. Economic sanctions – The Buyer must, at the first request of Novigis, provide as soon as possible all the information concerning the end customer, the end destination and the end use of the goods delivered by Novigis. The Buyer shall also inform Novigis of any existing export restrictions in order to allow the authorities or Novigis to carry out the necessary export checks. Novigis has the right to suspend all its obligations if national or international regulations or other mandatory restrictions on national or international trade, import or export, customs obligations, embargoes or other sanctions oppose or conflict with the validity or performance of its contractual obligations. The Purchaser undertakes, in the event of transfer to a third party or sale to a third party of the goods supplied by Novigis, to respect or ensure respect for national or international regulations relating to the control of imports and exports.
 
The Purchaser shall indemnify Novigis against any claim, proceeding, claim, fine, loss or expense resulting from the non-performance and/or violation by the Purchaser of the obligations described in this article. Buyer agrees to indemnify Novigis for any violation of the foregoing.

LIABILITY – Except in cases of fraud or fraud, Novigis shall in no event be liable and shall not be required to indemnify the Buyer for any form of immaterial, indirect or consequential damage, including, but not limited to, loss of profit, loss of turnover, loss of income, loss of production or stoppage of production, administrative or personnel costs, increase in general expenses, loss of profit, loss customer base or any third party claims (including Buyer's customers). The total liability of Novigis per claim is, except in the case of fraud or
fraud, limited to the amount of the invoice of the order concerned, or at least to the part of the order to which the liability relates. The Buyer bears exclusively and alone all the risks related to the use of the goods. The Purchaser acknowledges that these limitations of liability also apply in the event of gross negligence on the part of Novigis.

REELS AND SPECIAL PACKAGING, CUTTING COSTS - All reels or special packaging (such as pallets, containers, etc.) remain the property of Novigis and are made available to the Buyer free of charge for a period of 6 months from the day of delivery. If this period has elapsed without the reel or packaging being returned, they will be invoiced to the Buyer. If reels or special packaging are returned to Novigis within 12 months of invoicing, a credit note will be issued. Reels and special packaging will be returned at the expense and risk of the Buyer. If the cable needs to be cut, a cutting fee will be charged.

INVOICING - Novigis reserves the right to send its invoices and statements electronically to the Buyer

PAYMENTS

10.1. 1.Terms of payment: All invoices are payable in cash, unless otherwise agreed. The invoice will not be considered paid until the funds are credited to Novigis' bank account. Exceeding a payment deadline may result in the payment of all of the Purchaser's invoices (whether due or not). Even if a payment period is granted to a Buyer under a special written agreement, the non-payment of a single invoice when due will make all unpaid invoices due automatically and without prior notice. In the event of non-payment, Novigis reserves the right to cease further deliveries, services and services and to consider the contract as terminated automatically and without prior notice for all or the part not yet performed. If Novigis withdraws from the contract with regard to the Purchaser due to late payment, the Purchaser shall always be bound by operation of law and without prior notice to pay liquidated damages amounting to fifteen ( 15%) of the order price, without prejudice to Novigis' right to claim damages higher costs if the damage actually suffered is higher.
 
10.2. Interest: In the event of non-payment of the invoice within the time limit, interest is automatically due and without prior notice (cf. the law of August 2, 2002 relating to late payment in commercial transactions) from from the due date of the invoice until the date of receipt of payment.

10.3. Compensation: In the event of non-payment on the due date, an amount equal to 15% of the price, with a minimum of 75 EUR as contractual lump-sum compensation, for extrajudicial costs, will be payable automatically and without formal notice. beforehand, in addition to interest, without prejudice to the right of Novigis to claim the damage actually suffered.

10.4. 4.Security: If at any time Novigis has doubts about the Buyer's solvency, including through acts of (judicial) execution of the Buyer, in the event of non-payment or payment late payment of one or more invoices, in the event of receivership and/or
any other demonstrable event which (may) affect Novigis' confidence in the proper execution of the commitments made by the Purchaser, Novigis expressly reserves the right to suspend deliveries, to require from the Purchaser prior payment for deliveries to make and/or request (other) securities or guarantees, even if the goods have already been dispatched in whole or in part. If the Buyer refuses to make a prepayment and/or to provide other guarantees requested by Novigis, Novigis has the right, without prior notice, to terminate the contract with the Buyer without judicial intervention and without being liable of an indemnity.

If Novigis terminates the contract with the Buyer following the Buyer's refusal to make an advance payment and/or to provide another guarantee, the Buyer will always be obliged, by operation of law and without prior notice, to pay Liquidated damages amounting to fifteen (15%) of the price of the order, without prejudice to Novigis' right to claim higher damages if the damage actually suffered is greater.

OWNERSHIP - The goods remain the property of Novigis until full payment has been received. As long as the payment has not been made in full, the Customer cannot resell them or assign them to the title of guarantee. Any act carried out in spite of this article is not opposable to Novigis. If, notwithstanding this article, the Buyer nevertheless resells the goods to a third party and Novigis cannot resell them, the retention of title passes to the resale price of the goods.

COMPENSATION - Any compensation by the Buyer is expressly excluded. Novigis is entitled to offset all claims of the Buyer against unpaid debts on its behalf, of whatever nature and regardless of whether these debts are certain, due or fixed. This provision and this possibility are also valid and applicable in the event of insolvency, dissolution, judicial reorganization or bankruptcy on the part of the Buyer.
 
INTELLECTUAL PROPERTY - All intellectual property rights concerning, among other things, graphic elements, brands, designs, models, logos are the exclusive property of the manufacturers or of Novigis. They are not transferred and may not be used, exploited, displayed, reproduced or adapted by the Buyer or any other third party.

FORCE MAJEURE / HARDSHIP - In the event of force majeure/unforeseeability, Novigis is automatically released and is not required to fulfill its obligations towards the Buyer. Force majeure/unforeseeability are events (foreseeable or unforeseeable), beyond the control of Novigis, which involve a (temporary) inability to perform the contract in whole or in part (in due time) within the limits of the economic profitability or which unreasonably complicates the performance of the contract and creates an apparent imbalance in the contractual relationship between Novigis and the Buyer, such as, but not limited to, war, riot, general mobilization, partial or general strike , accidents at work, fire, climatic conditions, broken machinery, bankruptcy or default and delay in delivery of suppliers and subcontractors, restriction of energy supply, shortage or increase in the price of necessary raw materials, epidemic (including resulting government measures), etc. In the event of force majeure/unforeseeability, the parties agree to make all reasonable efforts to mitigate the effects of this situation. In the event that this situation lasts more than three (3) months, the two parties may terminate the contract with immediate effect, without being liable for any compensation.