Terms and conditions

GENERAL TERMS AND CONDITIONS
of Novel Grey
Version: 2025
Company: Novel Grey (a trade name of Deurloo – Van Rooijen VOF)
Registered in: The Netherlands

1. Definitions and applicability
1.1 In these general terms and conditions (the “Terms”), the following terms have the meanings set out below:
• “Novel Grey”: Novel Grey, a trade name of Deurloo – Van Rooijen VOF, or any legal entity affiliated with it that uses these Terms.
• “Client”: any natural or legal person to whom Novel Grey addresses an offer, or with whom Novel Grey enters into an Agreement.
• “Consumer”: a Client who is a natural person and who is not acting in the course of a business or profession.
• “Agreement”: any contract between Novel Grey and the Client, including but not limited to contracts for the sale and delivery of Products and contracts for design or consultancy services.
• “Products”: all goods that Novel Grey supplies to the Client, including but not limited to handmade concrete tiles, collections and bespoke (custom-made) tiles.
• “Bespoke Tiles”: tiles that are designed and/or manufactured specifically for the Client according to the Client’s wishes and instructions.
• “Order”: any order or instruction from the Client to Novel Grey, whether or not based on a quotation.
1.2 These Terms apply to all offers, quotations and Agreements between Novel Grey and the Client, and to all deliveries of Products and related services by Novel Grey, unless expressly agreed otherwise in writing.
1.3 The applicability of any general or standard terms used by the Client is expressly rejected, unless Novel Grey has accepted such terms explicitly and in writing. Any such acceptance is limited to the specific Agreement for which it is given.
1.4 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by a valid provision that comes as close as possible to the intention of the original provision.
1.5 If the Client is a Consumer, these Terms apply only to the extent that they do not conflict with mandatory consumer protection laws. In case of conflict, the relevant mandatory consumer protection rules shall prevail.
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2. Offers, quotations and formation of the Agreement
2.1 All offers and quotations made by Novel Grey are non-binding and subject to change, unless they contain a specific acceptance period.
2.2 A quotation is based on the information provided by the Client. The Client warrants that such information is complete and accurate.
2.3 Unless otherwise stated, quotations are valid for 30 days from the date of issue. After expiry of this period, Novel Grey is no longer bound by the quotation.
2.4 An Agreement is concluded when:a. the Client has explicitly accepted a quotation from Novel Grey in writing or electronically and Novel Grey has confirmed this acceptance in writing or electronically; orb. Novel Grey has commenced performance of the Order at the request of the Client.
2.5 If the Client’s acceptance deviates from Novel Grey’s quotation, even on minor points, this shall be deemed a new offer by the Client. In that case, the Agreement is only concluded if and when Novel Grey confirms the Client’s offer in writing.
2.6 Novel Grey is entitled to refuse an Order or to attach conditions to its performance, for example if the Order is technically or practically not feasible, if the Client has a poor payment record or if the Order does not fit Novel Grey’s portfolio.
2.7 If Novel Grey carries out work or incurs costs at the Client’s request before an Agreement is formally concluded (for example: design sketches, samples, calculations, site visits), Novel Grey is entitled to invoice such work at its then applicable hourly rates and cost prices, regardless of whether an Agreement is ultimately concluded.

3. Prices, price adjustments and taxes
3.1 Unless expressly stated otherwise, all prices quoted by Novel Grey are in euros (EUR), net, and:
• exclusive of value-added tax (VAT);
• exclusive of import duties, levies, or other government-imposed charges;
• exclusive of transport, packaging, insurance and installation costs.
3.2 Novel Grey is entitled to adjust agreed prices if and insofar as cost-determining factors (such as raw materials, energy, labour, transport, exchange rates, taxes and duties) increase after the conclusion of the Agreement but before delivery. Novel Grey will notify the Client of any such adjustment as soon as reasonably possible.
3.3 If a price increase exceeds 10% of the originally agreed price, the Client who is a Consumer is entitled to terminate the Agreement in writing within 14 days after being informed of the price increase, unless the price increase is the result of statutory measures.
3.4 All quotes are based on the assumption that the Products can be delivered and, if applicable, installed under normal conditions and during normal working hours. Additional work, special site conditions or delays caused by the Client may be charged separately.

4. Payment and prepayment
4.1 Unless otherwise agreed in writing, invoices from Novel Grey are payable within 14 days from the invoice date, without deduction, discount or set-off.
4.2 Novel Grey may require full or partial prepayment before commencing work or production. Novel Grey is not obliged to start work, produce or deliver Products until the requested prepayment has been received in full.
4.3 If the Client fails to pay any amount due within the agreed period, the Client shall be in default by operation of law and the statutory commercial interest (as referred to in Article 6:119a Dutch Civil Code) shall be due on the outstanding amount from the due date until the date of full payment. In case of a Consumer, the statutory interest (6:119 Dutch Civil Code) shall apply.
4.4 In addition to the interest referred to in clause 4.3, the Client shall be liable for all reasonable collection costs (both judicial and extrajudicial) incurred by Novel Grey in connection with the Client’s default. For business Clients, extrajudicial collection costs shall be deemed to be at least 15% of the outstanding amount, with a minimum of EUR 250, without prejudice to Novel Grey’s right to claim higher actual costs. For Consumers, collection costs shall be calculated in accordance with the applicable statutory rules for consumer debt collection.
4.5 In the event of default of payment by the Client, all claims that Novel Grey has against the Client become immediately due and payable, and Novel Grey is entitled to suspend further deliveries or performance or to dissolve the Agreement, without prejudice to any other rights it may have.4.6 The Client shall not be entitled to suspend payment or to set off any claim against Novel Grey, unless the Client is a Consumer and has a statutory right to suspend payment or set-off.

5. Delivery, ex works and transfer of risk
5.1 Unless expressly agreed otherwise in writing, delivery of Products takes place ex works (EXW – ex workshop) from Novel Grey’s premises in the Netherlands (Incoterms® 2020).
5.2 Novel Grey fulfils its delivery obligation by making the Products available to the Client or to a carrier designated by the Client at Novel Grey’s premises at the agreed time. From that moment, the Products are at the Client’s risk.
5.3 If the Client does not take delivery of the Products at the agreed time, Novel Grey is entitled to store the Products at the Client’s expense and risk. Any additional costs (including storage, handling, insurance and additional transport) shall be borne by the Client.
5.4 If Novel Grey, at the Client’s request, arranges transport and engages a third-party carrier, this is done solely as a service to the Client. Transport then takes place at the Client’s risk, even if transport costs are (pre)paid by Novel Grey and subsequently charged on to the Client. Novel Grey is not liable for loss of or damage to the Products during transport by third parties, except in case of intent or wilful recklessness on the part of Novel Grey.
5.5 Delivery times indicated by Novel Grey are approximate and do not constitute strict deadlines, unless expressly agreed otherwise in writing. Exceeding a delivery time does not entitle the Client to compensation or to dissolve the Agreement, unless Novel Grey fails to deliver within a reasonable period after being given a written notice of default and a reasonable cure period.

6. Retention of title
6.1 All Products delivered by Novel Grey remain the property of Novel Grey until the Client has fully paid all amounts due under the Agreement and any related agreements, including interest and costs.
6.2 As long as the Products are subject to retention of title, the Client shall:
a. handle the Products with due care;
b. store the Products in such a way that they can be clearly identified as being the property of Novel Grey;
c. not pledge the Products nor grant any rights in them to third parties.
6.3 If the Client fails to fulfil any of its payment obligations towards Novel Grey or if Novel Grey has reasonable grounds to fear that the Client will not do so, Novel Grey is entitled to take back the Products subject to retention of title. The Client hereby irrevocably authorises Novel Grey to enter any premises where the Products are located in order to recover them.
6.4 After repossession of the Products, Novel Grey will credit the Client, after deduction of all costs of repossession and any additional damage, an amount equal to the net realisable value of the Products at the time of repossession.

7. Characteristics of handmade concrete tiles
7.1 The Client acknowledges that Novel Grey’s tiles are handmade concrete products and that each tile is unique. Natural and production-related variations are inherent to the material and the artisanal manufacturing process.
7.2 Such variations include, but are not limited to: slight colour and shade differences, marbling, small air bubbles or pores, minor surface irregularities, small hairline cracks, variations in texture, and minor differences in size, thickness and edges between tiles and between batches.
7.3 The Client acknowledges that such variations and characteristics do not constitute defects and do not entitle the Client to reject the Products, claim repair or replacement, a price reduction or any form of damages.
7.4 Samples, mock-ups, images, catalogues, online images and product descriptions are provided for illustration only and serve to give an impression of the general look and feel of Novel Grey’s tiles. They do not guarantee an identical appearance or an exact match between the sample and the delivered Products.
7.5 Over time, concrete tiles may develop a patina and show signs of use, discolouration or staining (for example due to water, cleaning agents, grease, dirt, or other external influences), even if the tiles have been sealed or otherwise treated. Such ageing and patina formation are normal material properties and do not constitute defects.

8. Bespoke designs and custom-made tiles
8.1 Novel Grey offers bespoke services whereby tiles are designed and manufactured specifically for the Client, based on the Client’s wishes and in consultation with the Client (the “Bespoke Tiles”).
8.2 Unless expressly agreed otherwise in writing, all intellectual property rights in and to the design of Bespoke Tiles – including but not limited to drawings, digital designs, patterns, layouts, moulds, colourways, prototypes and samples – shall remain the exclusive property of Novel Grey.
8.3 The Client acquires only a non-exclusive, non-transferable right to use the Bespoke Tiles in the specific project and location for which they have been purchased. The Client does not acquire any right to reproduce, copy, adapt or commercially exploit the Bespoke Tiles or underlying designs.
8.4 Unless agreed otherwise in writing, Novel Grey remains free to further develop, adapt or reuse design elements created in the context of a bespoke project in its collections or for other clients, provided that no confidential information of the Client is disclosed.
8.5 Once the Client has approved the design, colours, format(s) and other specifications of the Bespoke Tiles – including but not limited to approval of drawings, renders, samples or mock-ups – the Order becomes final and binding. From that moment:
a. the Client can no longer cancel the Order; and
b. the Client has no right to withdraw from the Agreement, and no right to return, exchange or refuse the Bespoke Tiles, except where mandatory consumer law expressly provides otherwise.
8.6 For the avoidance of doubt, Bespoke Tiles qualify as “goods made to the consumer’s specifications or clearly personalised” within the meaning of applicable EU consumer protection rules. As a result, any statutory right of withdrawal that might otherwise apply to distance contracts with Consumers does not apply to Bespoke Tiles, to the extent permitted by law.
8.7 Novel Grey may charge separate fees for design work, samples, mock-ups, moulds, test batches and similar preparatory work. These fees are non-refundable, regardless of whether the Client ultimately proceeds with a full production Order, unless agreed otherwise in writing.

9. Intellectual property and collections
9.1 All intellectual property rights, including but not limited to copyrights, design rights, database rights, trademarks and trade names in and to Novel Grey’s collections, tile designs, patterns, layouts, images, catalogues, website content and any related materials, shall remain the exclusive property of Novel Grey or its licensors.
9.2 Unless expressly agreed otherwise in writing, the Client only acquires a non-exclusive, non-transferable right to use the Products in the specific project or location for which they have been purchased. The Client does not acquire any right to reproduce, copy, adapt, reverse-engineer or commercially exploit Novel Grey’s designs, patterns or collections.
9.3 The Client shall not create or have created any products that are confusingly similar to Novel Grey’s collections or designs, nor use Novel Grey’s product names, collection names, trademarks or logos without Novel Grey’s prior written consent.
9.4 Novel Grey is entitled to use images of the Products and of completed projects (where reasonably possible and with due regard to the Client’s privacy and confidentiality) for its own portfolio, website, social media and marketing purposes, unless the Client has expressly objected to this in writing and such objection is reasonable.

10. Inspection, complaints and returns
10.1 The Client shall inspect the Products immediately upon delivery for visible defects, shortages and damage, and shall verify whether the Products conform to the Agreement in terms of quantities, type and dimensions.
10.2 Any complaints about visible defects, shortages or non-conformity that could reasonably be detected upon delivery must be notified to Novel Grey in writing, with a proper description and supporting photographs, within five (5) days of delivery. Failing this, the Products shall be deemed to have been delivered in accordance with the Agreement.
10.3 Complaints about hidden defects that could not reasonably be detected upon delivery must be notified to Novel Grey in writing, with a proper description and supporting photographs, within five (5) days after the Client discovered or ought reasonably to have discovered the defect, and in any event no later than thirty (30) days after delivery.
10.4 Complaints based solely on the variations and characteristics described in Article 7 (Characteristics of handmade concrete tiles) and the ageing and patina described therein are not valid and will not be accepted by Novel Grey.
10.5 The Client shall cease using, processing or installing the Products as soon as a defect is or should be discovered and shall give Novel Grey the opportunity to investigate the complaint on site or at Novel Grey’s premises. Continued use, processing or installation may result in the complaint being rejected.
10.6 Products may only be returned to Novel Grey with Novel Grey’s prior written consent and in accordance with Novel Grey’s instructions. Unless otherwise agreed in writing, returns are at the Client’s expense and risk.
10.7 Under no circumstances will Novel Grey accept returns of Bespoke Tiles as referred to in Article 8, except where required by mandatory consumer law.
10.8 The Client’s rights of complaint lapse if
:a. the notification is not made within the periods referred to in this Article;
b. the Products have been installed, processed or altered after the defect was or should have been discovered; or
c. the Products have been used in a manner that is improper or contrary to Novel Grey’s instructions or normal usage.

11. Warranty
11.1 Novel Grey warrants that, at the time of delivery, the Products substantially conform to the specifications agreed in the Agreement and are free from material and manufacturing defects, subject to the variations described in Article 7.
11.2 Unless expressly agreed otherwise in writing, the warranty period is one (1) year from the date of delivery of the Products.
11.3 The warranty does not apply to defects or damage resulting from:
a. improper, unskilled or abnormal use of the Products;
b. use of the Products in conditions that are unsuitable (e.g. wrong substrate, incorrect adhesive or grout, incorrect use outdoors/indoors contrary to recommendations);
c. improper or insufficient maintenance;
d. failure to follow Novel Grey’s installation or maintenance instructions;
e. modifications or repairs made by the Client or third parties without Novel Grey’s prior written approval;
f. normal wear and tear, ageing, patina formation and the concrete characteristics described in Article 7.
11.4 If the Client makes a justified claim under this warranty within the applicable warranty period, Novel Grey shall, at its sole discretion:
a. repair the defect; or
b. supply replacement Products; or
c. credit the Client a proportionate part of the price paid for the defective Products.
11.5 Replacement or repair under this warranty does not extend or renew the original warranty period.
11.6 Any further warranty is excluded, unless explicitly agreed otherwise in writing.

12. Liability and limitation of claims
12.1 Novel Grey’s liability is limited as set out in this Article and in Article 7, 8 and 11.
12.2 Novel Grey is only liable for direct damage that is the direct and immediate result of an attributable failure (breach) by Novel Grey in the performance of the Agreement, or of its unlawful act.
12.3 Novel Grey is not liable for:
a. any damage caused by variations and characteristics of handmade concrete tiles as described in Article 7;
b. any damage arising from improper, unskilled or abnormal use of the Products, or use contrary to instructions or normal purpose;
c. damage arising from installation, fitting or assembly by the Client or third parties, including incorrect or inadequate substrates, adhesives, grouts or construction details;
d. indirect or consequential damage, including but not limited to loss of profit, loss of turnover, loss of data, business interruption, loss of goodwill and damage resulting from third-party claims against the Client.
12.4 To the extent permitted by law, Novel Grey’s total aggregate liability under any Agreement, whether based on contract, tort or otherwise, shall be limited:
a. in the first instance, to the amount actually paid out under its liability insurance in the matter concerned; and
b. if for any reason no insurance payment is made, to the total fees (excluding VAT) invoiced by Novel Grey to the Client under the Agreement in the twelve (12) months preceding the event giving rise to the liability, with an absolute maximum of EUR 10,000.
12.5 The limitations and exclusions of liability in these Terms do not apply to damage resulting from intent or wilful recklessness on the part of Novel Grey or its managing directors, nor to any liability that cannot be excluded or limited under mandatory consumer law.
2.6 Any claim of the Client against Novel Grey shall lapse if the Client has not commenced legal proceedings within one (1) year after the Client became aware or should reasonably have become aware of the facts on which the claim is based.

13. Force majeure
13.1 Novel Grey shall not be liable for any failure to perform its obligations if such failure is due to force majeure, meaning any circumstance beyond its reasonable control, including but not limited to: war, riots, terrorist acts, sabotage, fire, flooding, natural disasters, epidemics or pandemics, government measures, strikes or lock-outs, failures of power supply or telecommunications, and shortages or failures of suppliers or carriers.
13.2 In the event of force majeure, Novel Grey’s obligations shall be suspended for the duration of the force majeure event. If the force majeure situation continues for more than sixty (60) days, either party may dissolve the Agreement in writing, without any obligation to pay damages.
13.3 If Novel Grey has already partially fulfilled its obligations at the time the force majeure occurs, or can only partially fulfil its obligations, Novel Grey is entitled to invoice the part already delivered or the deliverable part separately, and the Client is obliged to pay this invoice as if it concerned a separate Agreement.

14. Use of third parties
14.1 Novel Grey is entitled to engage third parties for the performance of the Agreement. Novel Grey shall exercise due care in selecting such third parties.
14.2 Novel Grey is not liable for any acts or omissions of third parties engaged by it, if and to the extent such third parties accept direct responsibility towards the Client under their own terms and conditions.
14.3 The Client accepts that the terms and limitations of liability of such third parties may also apply in the relationship between the Client and Novel Grey, insofar as these terms are intended to protect third parties.

15. Termination and suspension
15.1 Novel Grey may suspend performance of the Agreement or dissolve the Agreement with immediate effect, in whole or in part, by written notice to the Client, if:
a. the Client fails to fulfil one or more of its obligations under the Agreement and, after being given a written notice of default, does not remedy the failure within the set period;
b. the Client is declared bankrupt, applies for a suspension of payments or enters into a debt restructuring scheme, or if there is reasonable ground to believe that the Client is insolvent;
c. the Client’s assets are seized in whole or in part;
d. the Client ceases its business activities or transfers them to a third party.
15.2 In the event of dissolution under this Article, all amounts owed by the Client to Novel Grey become immediately due and payable, and the Client shall not be entitled to any compensation.
15.3 Rights and obligations which by their nature are intended to survive termination or dissolution (such as but not limited to Articles 7–12 and 17) shall remain in force after termination or dissolution.

16. Data protection and confidentiality
16.1 Novel Grey processes personal data in accordance with applicable data protection legislation, including the General Data Protection Regulation (GDPR). Further details are set out in Novel Grey’s privacy statement, available on its website.
16.2 Both parties shall keep confidential all information of a confidential nature obtained from the other party in the context of the Agreement and shall only use such information for the purposes for which it was provided.

17. Amendments to these Terms
17.1 Novel Grey is entitled to amend or supplement these Terms from time to time. The amended Terms shall apply to new Agreements from the date of publication.
17.2 For ongoing Agreements, amended Terms shall apply only after they have been notified to the Client and the Client has not objected in writing within thirty (30) days. In case of objection, the original Terms shall continue to apply to that Agreement, unless Novel Grey has the right to terminate the Agreement and chooses to do so.

18. Applicable law and jurisdiction
18.1 These Terms and all Agreements between Novel Grey and the Client are governed exclusively by the laws of the Netherlands.
18.2 The parties shall first attempt to resolve any dispute amicably through negotiations.
18.3 Unless mandatory law provides otherwise (for example in relation to Consumers), any disputes arising out of or in connection with these Terms or any Agreement shall be submitted to the competent court in the district in which Novel Grey has its registered office.
18.4 The United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna Sales Convention) does not apply.