Terms and conditions

1. Definitions
1.1 In these general terms and conditions (“Terms”), the following definitions shall apply:
Novel Grey: Is a trademark off the private company under Dutch law Deurloo-Van Rooijen VOF
(CofC 69522200)., having its registered offices in Utrecht, the Netherlands;
Client: all natural or legal persons with whom Novel Grey enters into an Agreement or with whom
Novel Grey is negotiating about the conclusion of an Agreement;
Agreement: any and every agreement entered into between Novel Grey and a Client, any amendment
thereto and any actions or legal transactions connected with the execution of that Agreement and,
seen in retrospect, any and all actions and legal transactions necessary for entering into that
Agreement;
Products: any and all goods which are the subject of an Agreement;
Order: any order issued by a Client to Novel Grey in any form whatsoever.

2. Applicability
2.1 The present Terms shall comprise a part of all Agreements and shall be applicable to all Novel
Grey’s and Client’s actions and legal transactions. Unless the nature or specific contents of any
stipulation in the present Terms should oppose this, the provisions of the Terms shall also be
applicable to Agreements under the terms of which Novel Grey does not act in its capacity of seller.
2.2 Applicability of any general terms and conditions applied by Client is explicitly dismissed by Novel
Grey.
2.3 In so far as the nature of provided services allows, these Terms apply to all services provided by
Novel Grey to the Client.

3. Quotations, Agreements, Product descriptions, services and definitions3.1 A quotation or (price) offer shall not be binding on Novel Grey and shall qualify only as an
invitation to the Client to place an Order.
3.2 An Agreement shall only be concluded to the extent Novel Grey accepts an Order from the Client
in writing or if Novel Grey executes an Order. If at the request of Client Novel Grey carries out any
work for Client before an Agreement is concluded, then Client shall remunerate Novel Grey therefore
following Novel Grey’s customary rates.
3.3 After acceptance of an Order, Novel Grey shall at all times be entitled to cancel such Order
without stating its reasons after acceptance of such Order, in which case Novel Grey shall not be
obliged to refund any more than advance payments already made by Client, if any.
3.4 Novel Grey shall observe due care in informing the Client of the figures, measurements, weights,
features other information applicable to the Products, but cannot warrant that these shall be free of
deviations. Any specifications or samples demonstrated or made available shall be no more than
indications of the Products concerned. If the Client should be able to demonstrate that the Products
supplied by Novel Grey deviate from the information provided by Novel Grey or from the samples or
specifications in such a way that the Client can no longer be obliged to comply with the order
concerned, the Client shall have the right to dissolve the Agreement, to the extent however that such
dissolution should be necessary for reason and without Novel Grey being liable for damages.

4. Amendments
4.1 Notwithstanding Article 2, amendments of any provision in any Agreement or in the Terms may
only be agreed by written consent of both parties.4.2 If an amendment or adjustment as referred to in the previous article is agreed upon, such
amendment or adjustment shall only apply to the Agreement concerned, unless expressly stated
otherwise.

5. Prices
5.1 All Novel Grey’s prices are in EUR unless expressly stated otherwise. Insofar as prices are stated
in other currency than EUR, then such statement of price is deemed to be based on the EUR
equivalent of such price at the date that the price statement was made. Prices are exclusive of value-
added tax or any other sales tax. Costs of packing and despatch, import and export duties and taxes
and any other surcharges, levies or taxes imposed or charged in respect of the Products and the
transportation thereof shall be for the Client’s account.
5.2 Any change of factors having an impact on the prices of Novel Grey, including but not limited to
rates of third parties, currency exchange rates, insurance rates, import and export duties and any
other charges payable upon importation or exportation, freight charges and other charges, levies or
taxes, may be charged on to Client by Novel Grey.

6. Payment
6.1 The Client shall pay all amounts due to Novel Grey within 14 days of the invoice date.
6.2 After approval of the quotation, the Client will pay the prepayment invoice, only after which Novel
Grey will start the work. Novel Grey will not start without advance payment as agreed on the
quotation.
6.3 All payments shall be made by the Client into a bank account to be designated by Novel Grey
without any discount, deduction, suspension or setoff.
6.4 If at any given moment Novel Grey has doubts about the credit-worthiness of the Client, Novel
Grey is entitled, before (continuing the) performance of an Agreement, to demand from Client that
advance payment of the payable amount is made or that the Client furnishes proper security. Without
prejudice to the previous sentence, Novel Grey is always entitled to suspend the performance of an
Agreement or Order in case of one or more outstanding invoices is more than 30 days overdue.
6.5 The mere expiration of a payment term puts the Client into default. In that case, all claims by
Novel Grey against Client, regardless of their grounds or nature, shall be immediately payable.
6.6 Without any further default notice, the Client owes interest on all amounts which have not been
paid by the last day of the payment term to be calculated as from that date at a rate equivalent to the
statutory commercial interest rate in accordance with article 6:119a Dutch Civil Code. Reminders or
overviews of outstanding invoices expressed in principals which have been sent to Client in the
meantime, shall under no circumstances imply any forfeiture of rights regarding interest charge for
late payment or expenses.
6.7 If even after the lapse of a payment term further stated by registered mail, fax or e-mail, the Client
has not paid the payable amount and interest, the Client is bound to compensate Novel Grey for all
expenses in and out of court. Expenses out of court may at all times be fixed by Novel Grey at 15% of
the invoice amount with a minimum of 250 euro exclusive of VAT, without prejudice to the right of
Novel Grey to claim the real expenses instead.
6.8 Invoices sent by Novel Grey shall not be binding in the sense that, if by mistake invoices mention
incorrect amounts, Novel Grey shall be entitled to forward correction invoices.6.9 Regardless of any statement expressing otherwise, payments by Client are deemed to have been
settled on debts in the following order: interest, (extra-judicial) collection charges, and principals
payable (the older ones before newer ones).

7. Delivery period
7.1 The delivery period indicated by Novel Grey shall be based on the circumstances applicable to
Novel Grey at the time the Agreement is entered into and, to the extent dependent on performance by
third parties, on the information that those third parties provided to Novel Grey.
7.2 The delivery period shall commence on the date of Novel Grey’s written Order confirmation. If, in
order to execute the Order, Novel Grey requires information from the Client, the delivery period shall
commence on the date on which Novel Grey disposes of all the necessary information or resources,
but not earlier than the date of the written Order confirmation.
7.3 The Client shall not be entitled to claim any compensation in the event of an overdue delivery
period. Neither shall the Client be entitled to dissolve the Agreement in such an event, unless the
Client proves that it cannot in reason be required to comply with the relevant part of the Agreement. In
such case, the Client shall be entitled to dissolve the Agreement, provided it has informed Novel Grey
thereof in writing and without prejudice to Novel Grey’s right to supply the Products concerned and to
require payment thereof within three weeks of the receipt of such notification.
7.4 Novel Grey shall at all times be entitled to deliver in part-consignments.

8. Delivery and risk
8.1 If and to the extent that parties have not explicitly agreed in writing on the (costs of) delivery of the
Products and the transfer of risk, the delivery shall be made at Novel Grey’s premises, and the risk of
the Products and the packing thereof shall in all cases be transferred to the Client at the moment the
Products are ready for dispatch, while the dispatch shall be effected for the Client’s account and risk.
8.2 If the Client should fail to collect the Products it has ordered or should fail to do so promptly, it
shall be in default without requiring a written notice of default. In such event Novel Grey shall be
entitled to store the Products for the Client’s account and risk and to sell these to a third party. The
Client shall remain liable for the purchase price plus the interest and costs (by way of compensation)
after the deduction of the net proceeds of such sale to a third party, if any.

9. Products and services of third parties
9.1 At all times Novel Grey shall be entitled to engage third parties to fulfil (parts of) an Agreement. If
Novel Grey calls in third parties, the terms and conditions that apply to the agreement between such
third parties and Novel Grey apply to the Agreement notwithstanding the rights and obligations of
Novel Grey and the Client arising from the Agreement, to the extent that in the event that these rights
and obligations deviate, the terms and conditions that bind Novel Grey to any third party shall prevail.
The terms and conditions that bind Novel Grey towards third parties in cases as described above will
be provided by Novel Grey to the Client free of charge at the Client’s first request.

10. Retention of title
10.1 Irrespective of the actual delivery date, the title to the Products shall not be transferred to the
Client until it has paid Novel Grey the sum outstanding in respect of the Products in full, including the
purchase price, any surcharges, interest, taxes and costs payable pursuant to the Terms or an
Agreement and any services rendered or to be rendered in respect of the Products.
10.2 The Client shall not be authorized to rent, let or make the Products available in use to thirdparties, to pledge them or to otherwise encumber them in favour of third parties until Novel Grey has
transferred the title of those Products to the Client.
10.3 If and as long as the title to the Products has not yet been transferred to the Client, the Client
shall inform Novel Grey forthwith in writing in the event that the Products are seized, attached,
garnished or if any other claim should be made with regard to the Products.
10.4 In the event of attachment, seizure, garnishment, bankruptcy, involuntary liquidation or a
(provisional) moratorium of payments, the Client shall immediately inform the administrator or
liquidator, the bailiff or the process-server serving the seizure, garnishment or attachment, of Novel
Grey’s rights of title.11. Inspection and complaints

11.1 The Client shall be obliged to carefully inspect the Products immediately upon arrival at their
destination or to have these examined upon receipt by the Client itself or any third party acting at its
instructions, whichever is earlier. Novel Grey must be informed in writing of any complaints in respect
of defects to the Products or any discrepancies in quantity, weight or quality between the Products
supplied and the specification thereof in the relevant order confirmation or invoice no later than within
5 days after the receipt of the Products. The Client must notify Novel Grey of defects that could not in
reason have been discovered within the abovementioned period in writing immediately after
discovery, but in any case no later than within 30 days of the receipt of the Products. Should the
Client fail to inform Novel Grey within the abovementioned term, its rights to exercise any of its rights
with regard to such irregularity or defect have lapsed, notwithstanding the applicability of a possible
shorter period applied by a carrier or other third party further to article 9.1 above.
11.2 The Client shall be obliged to immediately cease the use of the Products concerned after
discovering any irregularity or defect, under penalty of lapse of the right to exercise any of its rights
with regard to such irregularity or defect. The Client shall provide any cooperation Novel Grey may
require in order to investigate the complaint.
11.3 The Client shall not be entitled to return Products to Novel Grey before Novel Grey has agreed in
writing to such return. The costs of the return consignment shall be for the Client’s account, and the
Products shall remain at risk of the Client after receipt by Novel Grey of such Products.

12. Other obligations and responsibility of the Client
12.1 The Client shall at all times make any and all information necessary for the execution of Novel
Grey’s activities available timely and shall warrant the accuracy and comprehensiveness thereof.
12.2 The Client shall not be entitled to remove or make invisible any trademarks or identifying marks
on the Products, any documents accompanying and/or regarding the Products.

13. Force majeure
13.1 If Novel Grey is unable to fulfil any of its obligations towards Client due to force majeure, these
obligations shall be suspended during the force majeure situation.
13.2 If a force majeure situation has lasted for 1 month, both parties have the right to dissolve the
Agreement in writing entirely or in part. In the event of force majeure of Novel Grey, Client is not
entitled to any compensation or damages, not even if Novel Grey would enjoy any benefit as a result
of such force majeure.
13.3 Force majeure on the part of Novel Grey is to be understood as a case of overmacht asmentioned in article 6:75 Dutch Civil Code, and furthermore any circumstance beyond the control of
Novel Grey hindering the fulfilment of its obligations towards Client entirely or in part or because of
which Novel Grey cannot be expected in all fairness to fulfil its obligations, regardless whether such
circumstance could have been foreseen at the time when the Agreement was concluded. Such
circumstances include but are not limited to fires, acts of terrorism, strikes and lockouts, stagnation or
other production problems suffered by Novel Grey or its suppliers, or problems in the transportation
provided by Novel Grey or any third parties, any government measures, as well as the inability to
obtain any permit or licence from any governmental body.
13.4 Parties shall notify each other as soon as possible of any (possible) force majeure situation.

14. Novel Grey’s Products
14.1 Novel Grey warrants only those features, qualities of its Products that are explicitly agreed in
writing.
14.2 If Novel Grey should deliver Products to the Client which Novel Grey has obtained from its own
suppliers, Novel Grey shall at no time be obliged to honour a warranty or liability in respect of the
Client which is more far-reaching than that which Novel Grey can claim from its own supplier.
14.3 If, in Novel Grey’s opinion, the Client has been able to prove that any Products supplied by Novel
Grey to the Client do not function properly, Novel Grey may choose, at its sole discretion, between:
re-supplying the Products upon the return of the Products;
modifying the Products properly;
to grant the Client a discount on the purchase price to be agreed by mutual consent.
Novel Grey shall be fully discharged of its warranty obligations by complying with one of the options
described above, and it shall not be held to pay any further compensation or damages.
14.4 The Products shall remain completely for the Client’s risk even if Novel Grey should carry out
any repairs to the Products.

15. Liability
15.1 Any liability of Novel Grey shall at all times be limited to the sum insured that shall be paid in
such case under the liability insurance policies taken out by Novel Grey. These insurance policies
have limited cover, inter alia with respect to the amount of the damages and the number of insured
events per year. Upon request thereto, access may be obtained to the insurance cover note. Should
no payment be made by virtue of aforementioned insurance policies, regardless of the grounds, the
liability of Novel Grey shall be limited to the fee that was invoiced by Novel Grey and paid by Client in
connection with the delivery at hand during a twelve month period directly preceding the date on
which the event leading to liability occurred, up to a maximum liability of € 10,000 (ten thousand
Euro).
15.2 In the event that Novel Grey involves third parties, Novel Grey shall not accept any liability
whatsoever for failure to perform on the part of such third party except for failure to perform on the
part of Novel Grey itself – to which article 16.1 applies. If the Client brings legal action directly against
a third party, the Client shall indemnify Novel Grey against any claims by such third party in
connection with such claim as well as against all expenses to be incurred by Novel Grey.
15.3 All rights of legal action and other powers of the Client towards Novel Grey in connection with the
Products delivered by Novel Grey shall lapse upon expiry of a one year term after the date on which
the Client has become aware of - or could in all fairness have been aware of - the existence of such
rights and powers.

16. Termination16.1 If Client fails to fulfil any of its obligations arising from the Agreement properly or in time, Client
shall be in default and Novel Grey shall be entitled without any default notice:
to suspend the fulfilment of the Agreement until payment has been adequately guaranteed; and/or
to dissolve the Agreement with Client entirely or in part;
all this without prejudice to Novel Grey other rights under any Agreement whatsoever and without
Novel Grey being held to any damages.
16.2 If Novel Grey exercises its right of dissolution as mentioned in article 17.1, Novel Grey is
authorized to set off any amount which may possibly be refunded to Client with a remuneration for
activities already carried out as well as with a compensation for loss of profit.
16.3 In the event of bankruptcy, (provisional) suspension of payment, liquidation or attachment of one
or more assets of Client or if Client is aware that any of these situations may occur, Client must notify
Novel Grey thereof as soon as possible.
16.4 In case of a situation as referred to in article 17.3, all Agreements with Client shall be dissolved
by operation of law, unless Novel Grey notifies Client that it wishes (part of) the Agreement concerned
to be fulfilled, in which case Novel Grey is entitled without any default notice:
to suspend fulfilment of the Agreement(s) concerned until payment has been adequately guaranteed;
and/or
to suspend all its payment obligations, if any, towards Client;
all this without prejudice to Novel Grey’s other rights under any Agreement whatsoever and without
Novel Grey being held to any damages.
16.5 In the event of a situation as referred to in article 16.3, all Novel Grey’s claims against Client
shall be immediately payable in full.

17. Transfer of rights and obligations
Novel Grey is allowed to transfer to third parties the rights and obligations described in any
Agreement with Client. If obligations of Novel Grey are transferred, Novel Grey must inform Client
aforehand and Client shall be entitled to terminate the Agreement by the date on which the transfer
shall take place. In such case, Novel Grey shall not be liable for any damages. Client cannot transfer
to third parties any rights or obligations from any Agreement unless after consent thereto by Novel
Grey.

18. Comprehensive Agreement
An Agreement, including these Terms, is a comprehensive representation of the rights and obligations
of parties and shall replace all prior written and verbal arrangements, statements, expressions or acts
by parties.

19. Privacy
We care about the privacy of our Users. Our Privacy Policy (hier de link naar de privacy policy
plaatsen) outlines how we use and safeguard your information. By using the product and Service,
you are consenting to have your personal data collected, used, transferred to and processed in the
Netherlands and other countries as long as the level of privacy protection is similar to that of The
Netherlands.

20. Conversion
If and insofar as any provision of these terms cannot be invoked due to any imperative rule of law, the
unfair character of these Terms or grounds of reasonableness and fairness, the provision concerned,as far as contents and essence are concerned, shall in all events have a corresponding meaning to
such an extent that the provision concerned may indeed be rightfully invoked.

21. Applicable law, competent court
21.1 The law of the Netherlands shall be applicable to the present Terms and to all other Agreements.
The applicability of the Uniform Law on the International Sale of Movable Property, the Uniform Law
on the Formation of International Contracts for the Sale of Goods as well as the Vienna Convention
on the Sale of goods is excluded.
21.2 Any disputes arising from the Agreement or these Terms shall be brought excusively before the
competent court in Amsterdam.

22. Amendment of terms
These terms may be amended on the part of Novel Grey by mere notification to Client. In the absence
of any protest within 30 days after notification the amended Terms shall apply to all new Agreements
as of the day of notification as well as to all current Agreements if and insofar as these are carried out
after the day of notification.