Terms and Conditions

General Terms and Conditions of entrepreneurs in the office supplies trade, affiliated with the association with full legal capacity "Novaka Organisatie Kantoorvakhandel," established in Amsterdam. These terms and conditions have been filed with the Registry of the District Court in Amsterdam under number 38/2017 and with the Chamber of Commerce in Amsterdam under number 40532827.

I. GENERAL

1. General
1.1. These General Terms and Conditions apply to all offers and all Agreements relating to the sale and delivery of Products by the Supplier.
1.2. These General Terms and Conditions may only be deviated from in Writing.
1.3. Any provisions agreed that deviate from these General Terms and Conditions do not entitle the Customer to apply those provisions to other Agreements.
1.4. These General Terms and Conditions consist of three chapters. The provisions of Chapter I apply to all legal relationships between the Supplier and the Customer. The provisions of Chapter II apply in addition to all legal relationships between the Supplier and the Consumer. The provisions of Chapter III apply in addition to all legal relationships between the Supplier and the Company.
1.5. If, on the grounds of nullity, reasonableness and fairness or the unreasonably onerous nature of any provision in these General Terms and Conditions, that provision cannot be invoked, the other provisions in these General Terms and Conditions will remain in full force and effect and the invalid provision will be replaced by a provision that most closely approximates the intention of the parties.

2. Definitions
2.1. General Terms and Conditions: these general terms and conditions.
2.2. Consumer: a natural person who is not acting in the course of a profession or business.
2.3. Intellectual Property: all intellectual property rights and related rights, such as copyrights, trademark rights, patent rights, design rights, trade name rights, database rights, and neighboring rights.
2.4. Customer: the Consumer or Company that enters into or wishes to enter into an Agreement with the Supplier.
2.5. Supplier: a company affiliated with Novaka, as well as companies that have received permission from Novaka to use these General Terms and Conditions.
2.6. Novaka: the association with full legal capacity "Novaka Organisatie Kantoorvakhandel," established in Amsterdam and registered with the Chamber of Commerce under number 4053827.
2.7. Company: legal entity or natural person, not being a Consumer.
2.8. Agreement: agreement for the delivery of the Products by the Supplier to the Customer.
2.9. Products: the products and services offered by the Supplier.
2.10. Personal Data: personal data as defined in the Personal Data Protection Act.
2.11. In Writing: in writing, by email, or by fax.
2.12. Website: the website(s) operated by the Supplier.

3. Offers/conclusion of agreement
3.1. Every offer made by the Supplier is without obligation and should be regarded as a whole, unless expressly deviated from in Writing.
3.2. If the Customer places an order, the Agreement is only concluded when the Supplier accepts it in Writing or commences with its execution.
3.3. Samples or models shown or provided in catalogs or on the Website, whether or not, are for illustrative purposes only and do not constitute a guarantee that the goods to be delivered will correspond to them. If, in the case of an Agreement with a Consumer, the goods to be delivered do not correspond to the samples shown or provided, the Consumer has the right to terminate the Agreement.
3.4. The Supplier is not obliged to deliver Products once they have been delivered if these Products have been removed from the Supplier's production or sales program.
3.5. Unless proven otherwise, the Supplier's administrative data is decisive and binding for the content of the agreement and this data serves as proof of the agreement.
3.6. The Customer guarantees that the information provided by him in the request or order to the Supplier is correct and complete.
3.7. The Supplier has the right at all times to verify an order in advance or to refuse it without giving reasons, which the Customer will be notified of by the Supplier as soon as possible.
3.8. Articles 6:227b(1) and 6:227c of the Dutch Civil Code do not apply to Agreements with Businesses concluded via the Website.

4. Prices
4.1. All prices for Agreements with Businesses are exclusive of sales tax (VAT) and any other government levies imposed at the time of concluding the Agreement, unless expressly stated otherwise.
4.2. All prices for Agreements with Consumers include sales tax (VAT) and any other government levies imposed at the time of concluding the Agreement, unless expressly stated otherwise.
4.3. All prices and rates of the Supplier are subject to programming and typing errors.
4.4. In the case of agreements with Companies, assembly or installation work and facilities, as well as any delivery costs, are at the expense of the Customer and will be charged separately at the usual rates. In the case of Agreements with Consumers, such costs are only at the expense of the Customer if they have been expressly agreed in advance and the prices have been expressly specified in advance.
4.5. Changes in purchase prices, labor and material costs, social and government charges, freight costs, insurance premiums, and other costs relating to the agreed performance entitle the Supplier to change the price. If the Supplier changes the price within three months of the conclusion of the agreement, the Customer has the right to terminate the agreement on that basis.

5. Delivery
5.1. Delivery shall take place ex warehouse/Supplier, unless expressly agreed otherwise.
5.2. All (delivery) times stated by the Supplier are approximate and are determined on the basis of the information and circumstances known to the Supplier at the time of entering into the agreement. The agreed delivery time shall never be considered a strict deadline, unless expressly agreed otherwise. In the event of late delivery, the Customer shall give the Supplier written notice of default and allow him a reasonable period of time to still fulfill his obligations.
5.3. In the absence of an agreement to the contrary, a delivery period of 30 days applies to Agreements concluded with Consumers. Exceeding this delivery period entitles the Customer (Consumer) to terminate the Agreement. In that case, the Supplier is not liable for damages.
5.4. The Supplier is entitled to deliver sold goods in parts. This does not apply if a partial delivery has no independent value. If the goods are delivered in parts, the Supplier is entitled to invoice each part separately to Companies.

6. Defects, complaint periods, and warranty
6.1. The Customer must inspect the delivered Products upon delivery. In doing so, the Customer must check whether the delivery complies with the Agreement, namely:
a. whether the correct items have been delivered;
b. whether the delivered items correspond to the agreed quantity and number;
c. whether the delivered items meet the requirements that may be set for normal use and/or commercial purposes.
6.2. The Customer who is a Consumer must report defects to the Supplier in writing, stating the reasons and the invoice details, within a reasonable time after discovery or after the defect could reasonably have been discovered, but no later than within one year. The previous sentence applies mutatis mutandis to the Customer who is an Enterprise, on the understanding that the relevant period is 30 days.
6.3. Customers who are Companies must report complaints about invoices to the Supplier in Writing within 30 days of the invoice date.
6.4. If the Customer does not report defects or complaints within the aforementioned periods, their complaint will not be processed and their rights will lapse.
6.5. In the case of Agreements with Companies, all claims and defenses based on facts that would justify the assertion that the delivered goods do not comply with the agreement will lapse one year after delivery.
6.6. In the case of Agreements with Consumers, all claims and defenses based on facts that would justify the assertion that the delivered goods do not comply with the agreement shall lapse two years after the defect has been reported to the Supplier in accordance with the previous paragraphs.
6.7. Any claim by the Customer in respect of delivered Products shall also lapse if:
a. the Products can no longer be identified as originating from the Supplier;
b. the defects are (partly) the result of normal wear and tear, improper and/or incorrect handling, use and/or storage or maintenance of the Products;
c. the Customer has not immediately given the Supplier the opportunity to investigate the complaints and fulfill its obligations;
d. the Customer has not, not in a timely manner, or not properly fulfilled any obligation incumbent upon it.
6.8. If it has been demonstrated that the Products do not comply with the Agreement, the Supplier has the choice of either repairing the Products in question against their return, replacing them with new Products, or refunding the invoice value thereof. These General Terms and Conditions apply in full to this new delivery.

7. Payment and invoicing
7.1. Unless otherwise agreed, invoices from the Supplier must be paid within 30 days of the delivery date. When ordering via the Website, unless otherwise agreed, this payment shall be made by means of an online payment order in the manner offered on the Website at the time of payment. When ordering other than via the Website, unless otherwise agreed, this payment shall be made by means of a bank transfer.
7.2. If the Customer fails to pay on time, they will be in default by operation of law. In that case, the Supplier may take collection measures. All judicial and extrajudicial costs will then be borne by the Customer.

8. Liability
8.1. Except in cases of intent and gross negligence, the Supplier shall not be liable in any way for damage resulting from the Products it has delivered and/or any shortcoming in the performance of the Agreement or the breach of any other obligations towards the Customer. Furthermore, except in the case of intent and gross negligence, the Supplier shall not be liable in any way for damage resulting from the inaccuracy and/or incompleteness and/or unlawfulness of the content of the Website or any other (advertising) communication by the Supplier, the (incorrect) use of the Website or other communications from the Supplier (such as order forms) by the Customer, and the provision of incorrect information by the Customer.
8.2. Damage, as referred to in paragraph 1 of this article, which in the opinion of the Customer is due to the intent or gross negligence of the Supplier, must be reported to the Supplier in Writing as soon as possible, but in any case within thirty (30) days after it has arisen. Damage that is not reported to the Supplier within that period will not be eligible for compensation, unless the Customer can demonstrate that it was not reasonably possible to report the damage earlier.
8.3. If, despite the provisions of Article 8.1, the Supplier is nevertheless liable at any time, this liability shall be limited to a maximum of the invoice amount charged by the Supplier.
8.4. Any claim for payment of a stipulated penalty or compensation for damage shall lapse one year after the event that made the penalty payable or caused the damage, unless legal proceedings to recover it have been commenced within that period.
8.5. The Customer who is an Enterprise indemnifies the Supplier against all damage that the Supplier may suffer as a result of claims from third parties related to the goods delivered by the Supplier.

9. Force majeure
9.1. Force majeure is understood to mean circumstances that prevent the fulfillment of the agreement and that cannot be attributed to the Supplier. This includes, if and insofar as these circumstances make fulfillment impossible or unreasonably difficult: strikes at the Supplier's suppliers, strikes at the Supplier's company, a general lack of goods or services necessary for the agreed performance, unforeseeable stagnation at suppliers or other third parties on which the Supplier depends, general transport problems, fire, government measures, including import and export bans.
9.2. If the force majeure lasts longer than three months, both parties are entitled to terminate the agreement. In that case, the Supplier is not obliged to pay any compensation.

10. Intellectual property
10.1. All intellectual property rights relating to the Supplier's (advertising) communications, including the Website, are vested in the Supplier.
10.2. The Customer and (other) users of the Website acknowledge these rights and guarantee that they will refrain from any infringement thereof, including making copies
of the Website other than technical copies required for the use of the Website (loading and displaying).
10.3. The Website contains hyperlinks to other websites maintained by third parties. The Supplier has no influence whatsoever on the information provided on these websites and accepts no liability for damage resulting in any way from the use of these websites.
10.4. The Supplier is not responsible for photos, descriptions, and other informational material on the Website and in its other (advertising) communications that have been published by third parties.
10.5. The Supplier will make every effort to ensure that the goods it supplies do not infringe any intellectual property rights of third parties, but cannot guarantee this. If it is established in court that any goods supplied by the Supplier infringe any intellectual property rights of a third party, the Supplier shall, at its sole discretion, replace the item in question with an item that does not infringe the aforementioned rights, or acquire a right of use for it, or take back the item in question against repayment of the purchase price, less the usual depreciation. The Customer shall not be entitled to invoke this provision if it has not notified the Supplier in writing of this fact within a reasonable period of time after becoming aware of it.

11. Privacy/processing of Personal Data
11.1. The Supplier processes Personal Data of (natural persons employed by) the Customer for the following purposes:
a. the conclusion and execution of the agreement;
b. being able to contact the Customer;
c. the performance of market research, sales activities, and direct marketing by the Supplier for the benefit of the Supplier's Products and its affiliated companies;
d. other purposes communicated by the Supplier to the Customer, for example by means of a privacy statement on the Website.
11.2. The Supplier will take appropriate technical and organizational measures to protect the Personal Data against loss or any form of unlawful processing.

12. Applicable law/competent court
12.1. All legal relationships between the Supplier and the Customer are governed by Dutch law. The Vienna Sales Convention 1980 (CISG) expressly does not apply.
12.2. Disputes between the Supplier and the Customer shall be submitted exclusively to the competent court of the place of business of the Supplier, unless the Supplier, as the claimant or applicant, opts for the competent court of the place of residence or business of the Customer.

II. AGREEMENTS WITH CONSUMERS

13. Transport / risk
13.1. If the item sold is delivered to the Consumer by the Supplier or a carrier designated by the Supplier, the item is only at the Consumer's risk from the moment of delivery.

14. Termination of Agreements concluded via the Website
14.1. For Agreements concluded via the Website, the Customer has the right to terminate the underlying Agreement with
within fourteen (14) calendar days of receiving the Products Supplier, without stating reasons, unless the right of termination does not apply to the Products in question (in which case this will be stated).
14.2. If the Customer wishes to terminate the Agreement pursuant to the previous paragraph, the Customer must notify the Supplier in Writing. The Customer must return the Products to a return address specified by the Supplier. This must be done in the original packaging, or in packaging that is as undamaged as possible. Products whose seal has been broken will not be taken back. Breaking the seal means that the Customer wishes to keep the Products. The Customer must bear the costs and risk of shipping.
14.3. If the Customer has already made payments at the time the Customer terminates the Agreement with the Supplier pursuant to this article, the Supplier will refund these payments to the Customer within fourteen (14) days of receiving the notice of termination referred to in the previous paragraph. The Supplier reserves the right to refuse returned Product(s) or to credit only part of the amount already paid if (it is suspected that) the Products have already been used (other than for orientation purposes) or have been damaged through the fault of the Customer.
14.4. If Products are returned which, in the opinion of the Supplier, have been damaged due to an act or omission on the part of the Customer or are otherwise at the risk of the Customer, the Supplier will notify the Customer of this in Writing. The Supplier has the right to deduct the depreciation of the Products as a result of this damage from the amount to be refunded to the Customer.

III. Agreements with Companies

15. Delivery, transport, and risk
15.1. The Product is at the Customer's risk from the moment of delivery, even if ownership has not yet been transferred to the Customer.
15.2. The Customer is obliged to take delivery of the purchased goods at the moment they are made available to him or at the moment they are delivered to him. If the Customer refuses to take delivery or is negligent in providing information or instructions necessary for delivery, the goods will be stored for a maximum of 4 weeks at the Customer's expense and risk. In that case, the Customer will owe all additional costs, including storage costs.
15.3. Insofar as shipment and transport of the Products between the Supplier and the Customer has been agreed, this will be at the expense and risk of the Customer, even if ownership has not yet been transferred to the Customer.

16. Retention of title
16.1. All Products delivered by the Supplier remain the property of the Supplier or its suppliers until the amount owed by the Customer to the Supplier under the Agreement has been paid, including any interest and/or collection costs owed.
16.2. The Customer shall not process or dispose of the goods delivered by the Supplier other than in the normal course of its business. If the Customer creates a new item (in part) from goods delivered by the Supplier, the Customer shall only create that item for the Supplier until the Customer has paid all amounts due under the Agreement. In that case, the Supplier shall retain all rights as owner of the goods formed until the Customer has paid in full.
16.3. If the Customer is in default of payment of what it owes to the Supplier under the Agreement, the Supplier shall be entitled to take back all goods already delivered to the Customer.
The Customer irrevocably authorizes the Supplier to return all those goods on the Customer's behalf and grants the Supplier and its designated representatives permission to enter its business premises, warehouses, and factories to do so. The Customer irrevocably authorizes the Supplier to return all such items at the Customer's expense and grants the Supplier and its designated representatives permission to enter its business premises, warehouses, factory halls, etc. for that purpose.
16.4. The Customer is not permitted to pledge the items or establish any other right over them.

17. Payment and security
17.1. Payment must be made in the agreed currency without set-off, discount, or suspension for any reason whatsoever.
17.2. If the Customer is in default, it will owe interest at a rate of 1.5% per (part of a) month.
17.3. In the event of late payment, liquidation, bankruptcy, or suspension of payments by the Customer, all payment obligations of the Customer shall become immediately due and payable, regardless of whether the Supplier has already invoiced for this or pre-financing has taken place, and the Supplier is entitled to suspend the further execution of the agreement or to proceed with the dissolution of the agreement, all this without prejudice to the Supplier's right to claim compensation.
17.4. The Supplier is always entitled to set off what it has to claim from the Customer, whether or not due and payable or subject to conditions, against any counterclaim of the Customer against the Supplier, whether or not due and payable. If the Supplier's claim against the Customer is not yet due and payable, the Supplier will not exercise its right of set-off unless the Customer's counterclaim is seized or otherwise recovered, a limited real right is established on it, or the Customer transfers its counterclaim under a special title. The Supplier shall, if possible, notify the Customer in advance of the use of its right of set-off.
17.5. The Customer is obliged, at the Supplier's first request, to immediately provide sufficient security in the form desired by the Supplier and, if necessary, to supplement this security for the fulfillment of all its obligations. As long as the Customer has not complied with this, the Supplier is entitled to suspend its obligations.
17.6. If the Customer has not complied with a request as referred to in the previous paragraph within 14 days of a reminder to that effect, all its obligations will become immediately due and payable.

18. Termination of agreement
18.1. If the Customer fails to fulfill any obligation under an agreement with the Supplier, or fails to do so in a timely or proper manner, and has been given written notice of default by the Supplier, as well as in the event of bankruptcy, suspension of payments or receivership of the Customer or cessation or liquidation of its business, the Supplier shall be entitled to terminate the agreement without judicial intervention and without any obligation to pay compensation and without prejudice to its other rights. In such cases, all claims that the Supplier may have against the Customer shall become immediately due and payable in full.

If the proper fulfillment by the Supplier of its obligations under an agreement with the customer is wholly or partially, either temporarily or permanently, impossible as a result of one or more circumstances that are not attributable to the Supplier, including circumstances referred to in Article 9, the Supplier is entitled to terminate the agreement.