Legal

General Terms of Sale

This is an English translation provided for convenience. In case of any discrepancy, the French version (Conditions générales de vente) prevails.

1. General provisions

1.1. These general terms apply to all business relationships and all contracts concluded by NOVATRADE srl, established at Chaussée de Louvain 239, 1410 Waterloo, Belgium, company number (BCE) 0782.415.262, and to all offers and deliveries, expressly excluding any other terms, including any terms of the customer.

1.2. Acceptance of these general terms is the decisive condition for concluding a contract with NOVATRADE. Any derogation is valid only if it is made in writing and signed by NOVATRADE.

1.3. The customer acknowledges having read and accepted these general terms.

1.4. The fact that NOVATRADE does not invoke one or more provisions of these general terms does not mean that NOVATRADE waives that provision or any other provision of these general terms.

2. Offers, orders, changes and cancellation

Offers and orders

2.1. Offers are valid only if made in writing and remain valid for one week from the date of the offer. Prices given by telephone are purely indicative.

2.2. Orders must always be confirmed in writing, even after a prior telephone conversation.

2.3. For orders placed against an offer, the offer number must be stated on the purchase order, and the offer, signed for approval, must be attached to the order.

2.4. Orders are binding on NOVATRADE only once NOVATRADE has confirmed them in writing.

2.5. Orders must be clear and always state the references as shown in the most recent price list, with the colour name and code and the item name and code. For non-standard items such as a profile, an adapter ring or made-to-measure items, the buyer must add a sketch for clarity. When ordering bases, the buyer must state the number of holes required and show their position on an additional sketch.

Changing or cancelling an order

2.6. Any cancellation or change of an order must be made in writing and accepted in writing by NOVATRADE.

2.7. If an order for goods is cancelled, the buyer owes a fixed compensation of 35% of the order amount for costs and loss of profit. Orders for recessed spots and made-to-measure items (compositions, adapter rings, special profiles, etc.) cannot be cancelled, taken back or credited.

2.8. Any change, adaptation or improvement of an order for standard products is charged an administrative fee of 15% of the net amount, with a minimum of €25 excluding VAT.

3. Prices and confidentiality

3.1. All prices given in an offer, the catalogue or the price list are gross prices, that is excluding taxes, duties and levies (Recupel), unless stated otherwise.

3.2. The take-back obligation for lighting equipment has applied in Belgium since 1 July 2004. Prices in the price list are subject to the Recupel contribution in force on the date the order is placed.

3.3. The price list in the catalogue replaces all previous prices and terms and is valid from the day of its publication, unless stated otherwise. NOVATRADE is not liable for any printing errors in this price list.

3.4. NOVATRADE reserves the right to change the prices, drawings and technical data of any product in the catalogue or price list at any time and without notice, following changes in its suppliers' offers, raw material prices, energy costs, wage and labour costs, transport costs or exchange rates. Such changes give no right to compensation.

3.5. The buyer shall not announce or disclose the discounts received from NOVATRADE, either publicly or to third parties. In case of breach of this confidentiality obligation, the buyer shall pay NOVATRADE a fixed compensation of €500 per communication and per product mentioned in it, without prejudice to NOVATRADE's right to claim higher compensation for greater damage.

4. Delivery and completion times

4.1. Delivery and completion times are given for information only. Late delivery or completion cannot lead to cancellation of the order, refusal of the goods or any compensation.

4.2. NOVATRADE reserves the right to make partial deliveries depending on the quantities available.

4.3. Returns are only allowed on written request within one month of delivery, and only with NOVATRADE's explicit written consent. This is possible only for goods in their original packaging, undamaged and not assembled. Made-to-measure work is never taken back.

5. Transport, storage and delivery

5.1. Goods are shipped EX WORKS at the buyer's risk and expense, whatever the means of shipment.

5.2. Unless stated otherwise, the buyer pays the loading, customs, shipping and insurance costs of the shipment. For goods within our carrier's standard dimensions, a standard rate per parcel is charged. For parcels outside standard dimensions (for example longer than 1.60 m), a surcharge is charged according to weight, dimensions and destination.

5.3. Goods awaiting delivery or collection are stored at the buyer's risk and expense. Neither NOVATRADE nor its staff can be held liable for the means of transport, even if they helped with loading. From receipt of the goods, the buyer bears full responsibility for their loss, destruction or disappearance.

5.4. If the buyer does not collect the goods, or if delivery cannot take place for reasons attributable to the buyer, NOVATRADE reserves the right, after 15 days, to consider the contract terminated without prior notice. A fixed compensation of 35% is then due.

6. Installation

6.1. Fittings are delivered without lamps. Installation, connection and testing of lighting fittings must always be carried out by a qualified electrician, in accordance with local regulations and the official instructions in force. The installer is responsible for the compliance of the ballasts used with the applicable CE standard. Installation costs are never borne by NOVATRADE. Repair costs resulting from faulty installation, installation that does not follow the specified installation instructions, or incorrect use cannot be recovered from NOVATRADE.

6.2. Technical data stated on products delivered after the publication date of the catalogue take precedence over the technical data in the catalogue. NOVATRADE publishes on its website and B2B portal a list of errata and the latest available information on technical and mechanical changes to the products it sells.

7. Retention of title

Delivered goods remain the property of NOVATRADE until full payment of the purchase price and of all other claims for all deliveries under current and future contracts. Retention of title also applies when the goods have been installed or processed. If the goods are processed, sold to third parties or sold on credit, the related claim becomes the property of NOVATRADE until full payment as set out above.

During this period, the buyer bears the duties and responsibility for storing the delivered products and therefore undertakes to keep them and insure them against any damage, destruction, theft, fire, loss, etc.

8. Complaints and warranty

Complaints

8.1. The buyer must check the contents of the delivery and the delivery note on receipt.

8.2. The number of parcels must always be checked immediately on delivery. Complaints about the goods delivered and their quantities must be noted on the carrier's delivery note and sent to NOVATRADE by email immediately and in any case within 24 hours of delivery, with digital photos.

8.3. Complaints about hidden defects must be notified by post or email within eight days of their discovery. The postmark or a non-automated email confirmation from NOVATRADE determines whether a complaint was made in time. All complaints must be accompanied by digital photos sent to NOVATRADE by email. Complaints resulting from faulty installation, installation that does not follow our installation instructions, or misuse cannot be made to NOVATRADE.

8.4. Complaints do not suspend the obligation to pay.

Warranty

8.5. NOVATRADE guarantees that the goods delivered have been correctly produced, its liability being limited to replacing or repairing, at no cost to the buyer, the goods or spare parts that NOVATRADE acknowledges were incorrectly produced, to the exclusion of any other compensation. This warranty applies only if the goods were installed by a qualified electrician, the buyer has met all its obligations towards NOVATRADE, and the buyer informed NOVATRADE of the nature of the defect within 8 days of its appearance and provided any other relevant information.

8.6. The warranty in article 8.5 is valid for 2 years from the date of purchase. Under this warranty, NOVATRADE is not liable if a defect results from wear of parts, intentional damage or negligence by the buyer, damage caused by incorrect use by the operator, failure of the buyer or installer to follow the instructions in the technical documentation supplied, or material changes made without NOVATRADE's authorisation.

8.7. This warranty is limited to replacing or repairing what is defective, excluding travel costs or allowances, fitting at the customer's premises, consequences for third parties and any other form of indirect damage to the customer or third parties.

9. Payment

9.1. Unless otherwise agreed in writing, NOVATRADE invoices are payable within 30 calendar days from the day after the invoice date, without discount, except for payment in advance.

9.2. Any NOVATRADE invoice that is due and unpaid automatically bears, without prior notice, late-payment interest at the rate set by article 5 of the Belgian law of 2 August 2002 on combating late payment in commercial transactions.

9.3. In addition, from the day after the due date of NOVATRADE invoices, a further compensation for out-of-court collection costs, set ex aequo et bono at ten percent of the total invoice amount with a minimum of forty (40) euros, is automatically due without prior notice. If legal collection proceedings are needed, all related collection costs are also borne by the customer.

9.4. Failure to pay any invoice on its due date makes all invoices already issued and sent to the customer immediately payable, even if not yet due, and automatically ends any payment facility or discount.

9.5. If the customer has suspended payments, is bankrupt or in liquidation, has applied for judicial reorganisation or is in a similar situation following a comparable procedure, NOVATRADE reserves the right to terminate the contract unilaterally.

9.6. Unless expressly stated otherwise, all amounts are deemed to exclude VAT. Any increase in the VAT rate between the offer and invoicing is borne by the customer.

10. Non-performance, suspension and termination

10.1. If the customer fails to meet its contractual obligations, NOVATRADE may unilaterally, without the customer being entitled to any compensation, either suspend its obligations or terminate the contract without prior court authorisation, in each case after a prior written notice to which the customer has not responded, or not validly responded, within eight calendar days.

10.2. If the contract is terminated by or on behalf of the customer, the customer owes NOVATRADE a fixed compensation of fifteen percent of the contract value, without prejudice to NOVATRADE's right to prove and recover any greater damage actually suffered.

11. Liability

11.1. NOVATRADE cannot be held liable for damage resulting from contractual non-performance or unlawful acts, except in case of intent, fraud, deceit or gross negligence in the performance of an essential contractual obligation.

11.2. NOVATRADE's total liability for principal, interest and costs is always limited to the price of the order, assignment or contract. NOVATRADE cannot be held liable for indirect damage, including loss of revenue, profit or customers.

12. Force majeure

Cases of force majeure that make performance of the contract temporarily or permanently impossible automatically suspend or extinguish NOVATRADE's obligations under the contract and release NOVATRADE from any liability or payment of compensation for any resulting damage.

Force majeure on NOVATRADE's side includes: wars and similar situations, decisions of public authorities, pandemics, epidemics, strikes, floods, fires, raw material shortages, supply problems at suppliers, transport interruptions, and any event beyond NOVATRADE's reasonable control that makes performance of the contract impossible. This list is not exhaustive.

13. Invalidity

If one or more terms, or part of them, are void, unenforceable or invalid, or in case of an express derogation from these terms, the validity and enforceability of the other terms are not affected. Void, unenforceable or invalid provisions shall, as far as possible, be replaced by valid and enforceable provisions that come as close as possible to the intent of the provisions replaced.

14. Governing law and jurisdiction

14.1. Contracts with NOVATRADE are governed exclusively by Belgian law, excluding international treaties.

14.2. In case of dispute, only the courts of the judicial district of Walloon Brabant have jurisdiction.