Terms and Conditions of Sale – NovaSolo (B2B Only)

Terms and Conditions of Sale – NovaSolo (B2B Only)

These Terms and Conditions apply to all offers, orders, deliveries, backorders, dropshipments, and agreements relating to products supplied by NovaSolo (“NovaSolo”), unless expressly agreed otherwise in writing.

1. B2B Scope and Acceptance

1.1. B2B only. NovaSolo sells exclusively to professional customers acting in the course of their business (B2B).
1.2. By placing an order (via Shopify/webshop, email, EDI, or any channel), the Customer confirms it is a business customer and accepts these Terms and Conditions.
1.3. The Customer must provide correct company details and a valid VAT number. NovaSolo may suspend or cancel orders if details are incomplete or invalid.
1.4. Any deviation from these Terms is valid only if confirmed in writing by NovaSolo.
1.5. Updated Terms apply to new orders only.

2. Offers, Product Information and Prices

2.1. Quotations, catalogues, website listings, and price lists are non-binding unless explicitly stated otherwise.
2.2. Prices are in EUR and exclude VAT and any ancillary costs (transport, dropship fees, services) unless agreed in writing.
2.3. Obvious pricing/typing errors do not bind NovaSolo.
2.4. Product images are indicative; colours may vary due to lighting and screen settings.
2.5. Measurements are subject to reasonable tolerances. Wood/natural material characteristics (grain, colour variation, minor knots, texture) are inherent and not defects.
2.6. NovaSolo may adjust prices due to changes in raw materials, (sea) freight, port/terminal costs, insurance, labour costs, or exchange rates.

3. Orders, Confirmation, Changes and Cancellation

3.1. An order is binding only after written/electronic confirmation by NovaSolo.
3.2. NovaSolo may refuse or cancel orders due to stock discrepancies, credit risk, payment issues, or force majeure.
3.3. Changes to confirmed orders require written approval and are only possible if production and/or shipment has not started.
3.4. No cancellation for custom-made, made-to-order, specially ordered, modified, discounted/clearance, or backorder items.

4. Delivery, Transfer of Risk and Services Scope

4.1. Delivery times are indicative and never binding. Stated lead times do not constitute a contractual deadline.
4.2. Delays do not entitle the Customer to cancellation, price reduction, compensation, or damages.
4.3. Unless agreed otherwise in writing, delivery is ground floor only. No indoor delivery, unpacking, stacking, assembly, or placement is included.
4.4. NovaSolo may execute partial deliveries and invoice accordingly.
4.5. Risk transfers to the Customer upon delivery (or upon handover to the carrier where applicable).

4A. In-stock lead time (EU warehouse)

4A.1. For in-stock items, the estimated delivery lead time is generally 1–2 weeks (indicative; may be shorter or longer).

4B. Backorders (Indonesia / Sea Freight)

4B.1. Backorders are supplied subject to production and logistics planning. Indicative lead time is generally 14–18 weeks, but may be shorter or longer due to production scheduling, container availability, sailing schedule changes, port congestion, inspections, customs holds, or last-mile capacity.
4B.2. NovaSolo is not liable for any damages, project delay costs, loss of profit, or other consequences arising from delayed backorder deliveries.

4C. Dropshipping

4C.1. All dropship deliveries are shipped exclusively on pallets.
4C.2. Dropship deliveries are ground floor only.

5. Failed Delivery / Misdelivery – All Costs for the Customer

5.1. If delivery cannot be completed due to reasons attributable to the Customer (including incorrect address, absence/refusal, lack of access/unloading possibility, missing contact details, unsafe unloading situation, or site constraints), delivery is deemed a failed delivery.
5.2. All costs resulting from failed delivery are borne exclusively by the Customer, including re-delivery, additional transport, return transport, handling, carrier waiting time, demurrage/detention passed through by the carrier, pallet-related costs (if applicable), and storage charges.
5.3. NovaSolo may suspend re-delivery until all additional costs have been paid in full.

6. Inspection, Acceptance and Claims (General + Dropship Rule)

6.1. The Customer must inspect goods immediately upon delivery.
6.2. Visible defects or transport damage must be reported in writing within 48 hours after delivery, including photographic evidence (packaging + product + labels).
6.3. Hidden defects must be reported in writing within seven (7) days after discovery.
6.4. No complaints will be accepted after use, processing, installation, or resale.

6A. Dropshipping – CMR / 24h Requirement

6A.1. For dropship deliveries, visible damage must be clearly stated on the CMR/delivery note at the time of delivery, or alternatively reported in writing to NovaSolo within 24 hours after receipt, supported by clear photos.
6A.2. Failure to comply results in loss of any right to claim for transport damage.

7. Returns (RMA)

7.1. Returns are accepted only with prior written approval and an RMA reference from NovaSolo.
7.2. Non-returnable: custom-made, modified, discounted/clearance, and backorder items, and items not in original condition/packaging.
7.3. Approved returns must be unused, in original condition, and in original packaging.
7.4. Return transport costs are borne by the Customer unless agreed otherwise in writing.
7.5. NovaSolo may apply a handling/restocking fee for non-defective returns.

8. Warranty (B2B)

8.1. NovaSolo provides warranty against manufacturing defects in accordance with applicable mandatory B2B provisions.
8.2. Warranty excludes normal wear and tear, improper use, incorrect installation, insufficient maintenance, misuse, and external damage.
8.3. Natural material characteristics are not defects.

9. Payment, Late Payment and No Set-Off

9.1. Invoices are payable according to the term stated on the invoice/order confirmation.
9.2. In case of late payment, statutory interest and collection costs are due automatically and without prior notice. NovaSolo may suspend deliveries/backorders/dropshipments.
9.3. The Customer may not set off, withhold, or deduct any amounts (no set-off / no withholding), except where mandatory law requires otherwise. Claims do not suspend payment obligations.

9A. Existing customers – 4% cash or net 30, fixed for 12 months

9A.1. Existing customers may be granted one option as confirmed by NovaSolo:
(a) 4% discount for payment in advance, or
(b) net thirty (30) days from invoice date without discount.
9A.2. The selected option remains fixed for twelve (12) months from NovaSolo’s confirmation. Switching during the term requires NovaSolo’s written approval.
9A.3. The 4% discount applies only if full payment is received before shipment; it is not cumulative with other discounts/credits and typically applies to the net goods value excluding VAT and ancillary costs (transport/dropship/services).
9A.4. NovaSolo may withdraw/amend payment terms during the 12-month term in case of late payment, exceeded credit limits, or justified credit risk; in such case NovaSolo may require payment in advance.

10. Dropship Rate Difference Credit

10.1. If a dropship order is invoiced at a higher rate and a lower applicable dropship rate applies, the Customer receives a credit for the difference.
10.2. Credits are applied automatically on the Customer’s next order. Cash refunds are excluded.

11. Retention of Title

11.1. All delivered goods remain the exclusive property of NovaSolo until full payment of all outstanding amounts has been received.

12. Limitation of Liability

12.1. NovaSolo is not liable for indirect damage, consequential damage, loss of profit, project delay costs, loss of business, or third-party claims.
12.2. NovaSolo’s total liability is limited to the invoice value of the goods concerned.

13. Force Majeure (Sea Freight / Port / Customs Included)

13.1. Force majeure includes (non-exhaustive): production delays, supplier issues, container shortages, schedule rollovers, port congestion, strikes, inspections, customs holds, transport disruptions, governmental measures, war, embargoes, and extreme weather.
13.2. In force majeure, NovaSolo may suspend or terminate (in whole or in part) without obligation to pay compensation.

14. Marketplaces, Brand Positioning and RRP

14.1. Selling NovaSolo products via marketplaces and third-party platforms is permitted.
14.2. NovaSolo strongly recommends using the RRP to maintain consistent market positioning and prevent unfair competition.
14.3. Any deviation remains the Customer’s commercial responsibility, subject to applicable competition and consumer protection law.
14.4. The Customer must not present products in a misleading manner (incorrect specs, false availability, or misrepresentation).

15. Intellectual Property and Content Use

15.1. NovaSolo retains all IP rights in brand assets, photography, texts, and technical content.
15.2. The Customer may use NovaSolo-provided content solely for marketing/resale of NovaSolo products and must stop use upon written request.

16. Data Protection (GDPR)

16.1. Personal data (including end-customer delivery data for dropshipping) is processed in accordance with NovaSolo’s Privacy Policy. The Customer confirms it has a lawful basis to share such data with NovaSolo.

17. Applicable Law and Jurisdiction

17.1. All agreements are governed exclusively by Belgian law.
17.2. Disputes fall under the exclusive jurisdiction of the courts of the judicial district in which NovaSolo has its registered office.