Novatrade srl

General Terms of Sale

Novatrade srl, Chaussée de Louvain 239, 1410 Waterloo, Belgium. Company number (BCE): 0782.415.262. VAT: BE0782.415.262.

Version of 26 October 2026

This is an English translation provided for convenience. If it differs from the French version (Conditions générales de vente), the French version prevails.

Article 1: Scope and enforceability

1.1 These general terms of sale (the “Terms”) apply to all offers, orders, sales and supplies by Novatrade srl (the “Seller”) to customers acting in the course of their business (the “Customer”). They do not apply to sales to consumers, which are governed by separate terms.

1.2 The Seller provides the Terms to the Customer with each offer and each order confirmation, or tells the Customer where they can be viewed and downloaded. Every order implies the Customer’s acceptance of the Terms.

1.3 The Customer’s general terms of purchase do not apply unless the Seller expressly accepts them in writing. Any departure from the Terms must be agreed in writing.

1.4 If the French version of the Terms and a translation differ, the French version prevails.

Article 2: Offers, orders and prices

2.1 The Seller’s catalogues, price lists and sales documents are given for information only. A written offer from the Seller stating a period of validity binds the Seller for that period. The contract is formed when the Seller confirms the order in writing.

2.2 Prices are exclusive of VAT, customs duties, taxes and levies, and of transport, special packaging and insurance costs, which are borne by the Customer.

2.3 Confirmed prices are firm. However, where delivery takes place more than three (3) months after the order confirmation, or for orders with staggered deliveries, the Seller may adjust the price of products not yet delivered if the cost of raw materials (in particular brass and copper), transport, currencies or taxes rises for reasons beyond its control. The Seller gives written notice of the adjustment and provides supporting evidence on request.

2.4 If the adjustment exceeds five per cent (5%) of the confirmed price, the Customer may cancel the products concerned in writing within eight (8) working days of the notice, without compensation. This option does not apply to made-to-measure products whose manufacture has begun, which the Customer pays for up to the costs incurred.

Article 3: Delivery, transport and transfer of risk

3.1 Unless otherwise agreed in writing, sales are Ex Works (EXW, Incoterms® 2020) from the Seller’s warehouses. Freight, special packaging, insurance and transport costs are borne by the Customer.

3.2 At the Customer’s request, the Seller may arrange transport on the Customer’s behalf and at the Customer’s expense. The Seller then acts as the Customer’s agent, and risk passes to the Customer no later than when the goods are handed over to the carrier.

3.3 Under EXW, the risk of loss, theft, damage or destruction of the goods passes to the Customer as soon as the goods are made available at the Seller’s premises.

3.4 Delivery times are indicative. A delay gives no right to cancellation or compensation unless it exceeds thirty (30) calendar days after the announced date. In that case, the Customer may, after a written notice of default that has remained without effect for eight (8) days, terminate the order for the products not delivered, without compensation payable by the Seller. The Customer may not claim damages for delay, except in the event of fraud or gross negligence by the Seller.

3.5 The Seller may make partial deliveries, which the Customer pays for separately.

Article 4: Retention of title

4.1 The goods remain the property of the Seller until the price has been paid in full, including principal, interest, compensation and costs. The parties expressly agree to this retention of title before delivery.

4.2 Until title has passed, the Customer keeps the goods in an identifiable manner, insures them against fire, theft and water damage, immediately informs the Seller of any seizure or insolvency proceedings, and informs third parties of the Seller’s rights. The Customer may not pledge or charge the goods, nor transform them without the Seller’s written consent.

4.3 The Customer may resell the goods in the normal course of business. The Customer hereby assigns to the Seller, up to the amounts owed to the Seller, its claims against its own buyers, and discloses their identity to the Seller on request.

4.4 If a payment default remains unremedied eight (8) days after a notice of default, the Seller may require the return of the unpaid goods at the Customer’s expense. The Customer grants access to its premises for this purpose during normal business hours. If the goods are not returned voluntarily, the Seller will seek a court order. The Seller may also rescind the sale.

4.5 The Seller may retain any of the Customer’s goods in its possession until the related amounts have been paid in full, to the extent permitted by law.

Article 5: Cancellation, refusal of delivery and liquidated damages

5.1 A confirmed order binds the Customer. Any cancellation requires the Seller’s prior written consent.

5.2 If the Customer refuses or delays taking delivery of goods made available to it, the Seller gives the Customer formal notice to take delivery within fifteen (15) days. Failing this, the Seller may terminate the contract for the Customer’s breach by written notice. Reasonable storage costs incurred from the date the goods were made available remain payable by the Customer.

5.3 If the Customer cancels without the Seller’s consent, or if the contract is terminated for the Customer’s breach, the Customer owes the Seller liquidated damages, calculated on the order amount excluding VAT, of:

• twenty-five per cent (25%) for standard catalogue products;
• fifty per cent (50%) for products made to measure, customised or specially prepared.

5.4 These liquidated damages compensate all loss resulting from the cancellation or termination, except the storage costs referred to in article 5.2. The parties acknowledge that they are a reasonable estimate of the Seller’s loss.

Article 6: Payment

6.1 Unless otherwise stated on the order confirmation or the invoice, invoices are payable in cash, without discount, to the bank account indicated by the Seller.

6.2 The Customer must dispute any invoice in writing within eight (8) days of receipt. The Customer may not withhold or unilaterally set off any amount due, except with the Seller’s written consent.

6.3 Any amount unpaid on the due date automatically bears, without notice of default:

1. late-payment interest of twelve per cent (12%) per year, or the statutory interest rate for commercial transactions if higher; interest due for at least a full year itself bears interest;
2. fixed compensation of twelve per cent (12%) of the unpaid amount, with a minimum of €125, for recovery costs.

6.4 Failure to pay an invoice on its due date makes all other invoices immediately payable, even if not yet due. The Seller may then suspend current deliveries until full payment.

6.5 The Seller may make any delivery conditional on advance payment or security where the Customer’s creditworthiness appears to be at risk.

Article 7: Inspection on receipt, warranty and limitation period

7.1 The Customer checks the condition and conformity of the goods on receipt. Visible damage and missing items are recorded on the transport document at the time of receipt, then confirmed to the Seller in writing (email with acknowledgement of receipt or registered letter) within five (5) working days. The Customer keeps the products and packaging so that any inspection can be carried out.

7.2 Unless the Seller expressly grants a commercial warranty in writing, the products are covered by the statutory warranty against hidden defects. The Customer notifies the defect in writing promptly after discovering it, and no later than ten (10) working days, describing the defect and, where possible, attaching photographs and the invoice reference. The Customer must prove the defect and that the products were used and installed under normal conditions.

7.3 The following do not constitute a defect:

• the patina and natural ageing of brass (oxidation, change of colour depending on exposure, sea air or climate), which are part of the qualities of the material;
• normal wear of lamps, gaskets and similar wearing parts;
• damage caused by non-compliant installation or connection, or by installation or connection not carried out by a qualified professional;
• damage caused by use not in accordance with the instructions, insufficient maintenance or modification of the product by the Customer or a third party.

7.4 Any action by the Customer against the Seller based on a defect or non-conformity of the goods is time-barred two (2) years after delivery or, for a defect covered by the commercial warranty in article 8 and notified during its term, one (1) year after that notification, except in the event of fraud by the Seller.

Article 8: Commercial warranty

8.1 In addition to the statutory warranty referred to in article 7, the Seller grants the Customer a commercial warranty against defects in materials and workmanship of Novatrade Lighting fixtures, for the following periods:

• five (5) years, LED source included: Zapa Native (Base, Spike, Rod, Yoke), Zapa Focus, Zapa Shoot, Zapa Ground, Zapa Ground 1, Zapa Ground 2, Zapa Ground 3, Zapa Fungo, Step In Wall, Recessed Wall One, On Wall One, Cube Out, Wall Down, Wall Up Down, Vespera, Glow Reed and Glow Allium;
• three (3) years, LED source included: Wall Washer;
• two (2) years: other fixtures and accessories, except the drivers referred to in article 8.2.

8.2 Drivers, transformers and power supplies are excluded from the commercial warranty. They are covered only by the statutory warranty referred to in article 7. The commercial warranty on a fixture does not apply where it is powered by a driver not supplied or not approved in writing by the Seller.

8.3 The warranty runs from the date of the Seller’s invoice. Repair or replacement of a product or part does not extend the warranty period and does not start a new warranty.

8.4 The warranty covers failure or malfunction of a product caused by a defect in materials or workmanship. In addition to the cases referred to in article 7.3, it does not cover:

• the gradual decrease in luminous flux and change in colour temperature over the life of the LEDs, within the limits inherent in this technology, nor slight differences in colour or flux between products from different batches;
• damage caused by overvoltage, lightning or an abnormal power supply;
• damage caused by impact, by immersion or exposure beyond the product’s protection rating, by an unsuitable cleaning product or by an unusual chemical or corrosive environment;
• samples, prototypes and products made to measure at the Customer’s request, unless otherwise stated on the order confirmation.

8.5 The Customer notifies the defect in writing in the form and within the time limits of article 7.2, stating the invoice reference and date, the product reference, a description of the defect and the installation conditions, and attaching photographs. At the Seller’s request, the Customer returns the complete fixture, with its light source and driver, in suitable packaging. Outbound transport is at the Customer’s expense. The Seller pays for returning the repaired or replaced product when the warranty applies. When the defect is not covered, inspection and transport costs remain payable by the Customer.

8.6 When the warranty applies, the Seller chooses the remedy in accordance with article 9.1. The costs of dismantling, removal, reinstallation, access (aerial platform, scaffolding) and labour remain payable by the Customer.

8.7 The warranty benefits the Customer. Where the Customer has resold the product, the Customer may invoke it on behalf of its buyer, under the conditions of this article. It does not affect the Customer’s statutory rights.

Article 9: Remedies and limitation of liability

9.1 Where a defect or non-conformity is established and notified in the form and within the time limits of articles 7 and 8, the Seller chooses to repair the product, replace the defective part or product, or refund the price invoiced for the product concerned.

9.2 The Seller is not liable for indirect or consequential loss, such as loss of profit, loss of earnings, business interruption, commercial loss, dismantling and reassembly costs, subcontracting costs and site delay penalties suffered by the Customer or by third parties.

9.3 The Seller’s total liability for an order, on whatever basis, is limited to the amount excluding VAT paid by the Customer for that order.

9.4 Articles 9.2 and 9.3 do not apply in the event of fraud or gross negligence by the Seller, death or personal injury, product liability, or any liability that cannot be limited by law.

Article 10: Returns

10.1 The Seller is not obliged to take back products ordered by mistake or for the Customer’s convenience. Any return requires the Seller’s prior written consent. Made-to-measure or customised products are never taken back.

10.2 Products returned with the Seller’s consent must be new, in their original intact packaging, carriage paid, at the Customer’s expense and risk. The Seller issues a credit note for the invoiced value, less a flat-rate deduction of thirty per cent (30%) for handling and repackaging costs.

Article 11: International sanctions and re-export ban

11.1 The Customer complies with applicable international regulations and sanctions. The Customer undertakes not to sell, export or re-export the Seller’s goods, directly or indirectly, to the Russian Federation, Belarus or any other country or person subject to an applicable embargo or sanctions.

11.2 The Customer takes reasonable steps to ensure that its own buyers comply with this ban, and informs the Seller without delay of any breach of which it becomes aware.

11.3 Any breach is a material breach of contract: the Seller may terminate the business relationship immediately and suspend deliveries. The Customer owes liquidated damages equal to twenty-five per cent (25%) of the price of the goods concerned, with a minimum of €2,500 per breach, and indemnifies the Seller against any fine, penalty or third-party claim resulting from the breach.

Article 12: Force majeure

12.1 Neither party is liable for failure to perform an obligation, other than the obligation to pay, caused by force majeure within the meaning of the Belgian Civil Code. This includes in particular, where they are beyond the control of the party concerned and it could not reasonably foresee or overcome them: war, natural disasters, fire, flood, epidemics, general strikes, general shortages of raw materials or energy, transport blockades, decisions of public authorities, and the failure of a supplier or subcontractor itself caused by such an event.

12.2 The affected party informs the other without delay and limits the consequences of the event as far as it can. Performance is suspended for the duration of the event. If it lasts more than ninety (90) days, either party may terminate the unperformed part of the order in writing, without compensation.

Article 13: Governing law and jurisdiction

13.1 The Terms and the contracts concluded by the Seller are governed by Belgian law, excluding conflict-of-law rules and the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (Vienna Convention).

13.2 Any dispute falls within the exclusive jurisdiction of the enterprise court of the judicial district of Walloon Brabant, without prejudice to the Seller’s right to bring proceedings before the court of the Customer’s registered office or domicile.

Article 14: Severability

14.1 If a clause of the Terms is void, unenforceable or reduced by a court, the other clauses remain applicable. The parties replace the clause concerned with a valid clause whose economic effect is as close as possible.

Article 15: Personal data

15.1 The Seller processes the personal contact data of the Customer and its representatives to manage orders, invoicing and the business relationship, in accordance with Regulation (EU) 2016/679 (GDPR). Each data subject may exercise their rights by writing to the Seller at info@novatrade.be.