GENERAL TERMS & CONDITIONS
General sales and delivery terms
On all agreements between you and Internova Professional Lighting B.V. our general sales and delivery terms are applicable, they can be found here.
Deposited at the Chamber of Commerce and Industry for Western Noord-Brabant in Breda.
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF
INTERNOVA PROFESSIONAL LIGHTING BV
Chamber of Commerce no.: Breda, 20079768
Applicability of these terms
1. These terms and conditions apply to all offers made by Internova Professional Lighting BV, hereinafter referred to as: IPL, and to all agreements concluded by IPL with customers or clients, hereinafter referred to as: the other party. Deviating stipulations only bind IPL after written agreement by IPL and only for the agreement to which the agreement relates.
2. Reference by the other party to its own terms and conditions is not accepted by IPL and are expressly rejected by IPL.
1. All quotations are always without obligation, unless they contain a term for acceptance. If a non-binding offer is accepted, IPL has the right to revoke that offer within two working days of receipt of the acceptance.
2. If no offer has been made by IPL, an agreement is only concluded when IPL confirms it in writing or has started the execution within 8 days after IPL has received the order.
3. Images, drawings, weight indication, technical specifications and other data, included in prospectuses, catalogues, circulars, advertisements and price lists, notified by IPL to the other party with or after the offer or order confirmation, have the nature of an approximate indication. Information derived from this is only binding if expressly agreed.
4. All rights to offers, calculations, models, artistic and technical designs, descriptions (technical and other), drawings, sketches, diagrams and the like created by or via IPL are vested in IPL.
5. Offers, images, drawings, calculations, schemes, designs and other documents created or published by or via IPL remain the inalienable property of IPL and may not be made available to third parties in any form for inspection or be made available without permission from IPL.
6. If the other party expressly requests this, the quotation may be accompanied by calculations, drawings, descriptions, designs, calculations, models, etc., all this in the broadest sense. In that case, the associated costs will be charged to the other party. Reimbursement of the costs mentioned does not mean the transfer of rights as referred to above in paragraph 4 of this article.
7. Documents as referred to in paragraph 4 of this article must be returned complete and undamaged at IPL's first request; if the order is not provided to IPL by the other party, they must be returned to IPL immediately.
1. Prices quoted by IPL are based on factory prices, foreign currency exchange rates, import duties and equivalent levies, insurance rates, wages, freight, taxes and other such factors applicable at the time of the statement. If one or more of the aforementioned price-determining factors change after the date of the offer, IPL is entitled to change the agreed price accordingly.
2. Unless expressly stated otherwise, the prices quoted are per item and exclusive of VAT. All prices are ex-warehouse and exclusive of freight, handling costs and other applicable surcharges, unless expressly agreed otherwise.
3. The costs prescribed by the government for producer responsibility in the context of a waste management contribution are passed on by IPL to the other party.
1. Each agreement is subject to the suspensive conditions that the information to be obtained shows the creditworthiness of the other party. IPL is at all times entitled to demand security from the other party for timely and full payment of its payment and other obligations. IPL is also at all times entitled to deliver only against cash payment, advance payment or cash on delivery.
2. Unless expressly agreed otherwise and without prejudice to the provisions of paragraph 1 of this article, the other party is obliged to pay the invoice from IPL within 14 days of the invoice date in a manner to be indicated by IPL in the currency in which the invoice was issued.
3. Negligence on the part of the other party regarding the purchase of goods and/or not giving the IPL the opportunity to perform the agreed work does not affect the other party's payment obligation.
4. If partial deliveries are made, IPL is not obliged to make further deliveries before invoices relating to earlier partial deliveries have been paid, without prejudice to the provisions of the other paragraphs of this article.
5. If the other party has not fulfilled its payment obligations on the due date, it is in default without notice of default being required. In that case, the other party is liable for all damage suffered and to be suffered by IPL.
6. In the absence of timely payment, the other party will owe interest equal to the statutory interest, plus 3% on the unpaid part of the principal amount, without a reminder or notice of default.
7. Costs of collection, both judicial and extrajudicial, are for the account of the other party. The extrajudicial collection costs are set at the collection rate as laid down in the calculation schedule for lawyers' bills.
1. Agreed delivery times can never be regarded as deadlines, unless expressly agreed otherwise. In the event of late delivery, the other party must give IPL written notice of default and IPL must be given a reasonable period to still fulfill its obligations.
2. IPL is permitted to deliver sold goods in parts, without prejudice to the provisions of paragraph 1 of this article. If goods are delivered in parts, IPL is authorized to invoice each part separately.
3. If the other party remains in default to purchase after a summons, IPL can decide to deliver at a time to be determined by IPL, or the agreement or the unexecuted part of the agreement, without judicial intervention and without notice of default being required, declare dissolved without prejudice to IPL's right to compensation.
Non-attributable shortcomings (force majeure)
1. Force majeure shall be any circumstance beyond the control of IPL, which prevents the normal execution of the agreement. Such circumstances giving rise to force majeure shall in any case include failure to deliver from the suppliers of IPL for whatever reason, strikes, lockouts, disruption of energy supplies, traffic disruptions, machine breakdown, government measures, as well as the consequences thereof, loss or damage during transportation etc.
2. In the event of impediment to the execution of the agreement as a result of force majeure on the part of IPL, IPL is entitled, without judicial intervention, either to suspend the execution of the agreement for a maximum of six months, or to dissolve the agreement in whole or in part, without that IPL would be obliged to pay any compensation. During the suspension, IPL is authorized and at the end thereof, IPL is obliged to opt for implementation or for full or partial dissolution of the agreement.
1. The other party bears the risk of the goods ordered by it from the moment they have left the warehouse of IPL or – upon delivery or supply from warehouses of third parties – of these third parties. In addition, the goods are also loaded and unloaded at the risk of the other party.
1. Full or partial dissolution of the agreement takes place by means of a written statement from the person entitled to do so. Before the other party sends a written notice of dissolution to IPL, the other party will at all times first give IPL written notice of default and allow it a reasonable period to still fulfill its obligations or to remedy shortcomings, which shortcomings the other party must accurately, report in writing.
2. The other party has no right to dissolve the agreement in whole or in part or to suspend its obligations if it itself is already in default with the fulfillment of its obligations.
3. If IPL agrees to dissolution, without there being any default on its part, it is always entitled to compensation for all financial loss, such as costs and lost profit. This financial loss is set at at least 30% of the price (excluding VAT) that the other party should have paid to IPL during the execution of the agreement.
4. In the event of partial dissolution, the other party cannot claim cancellation of performances already performed by IPL and IPL is fully entitled to payment of the performances already performed by it.
Retention of title and right of retention
1. IPL reserves the ownership of the goods delivered or to be delivered by it, as long as the receivables regarding goods delivered or to be delivered by IPL to the other party pursuant to an agreement or pursuant to such an agreement performed or to be delivered for the benefit of the other party activities performed, as well as receivables due to failure to comply with such agreement, have not been paid to IPL by the other party.
2. If the other party does not fulfill any obligation under the agreement with regard to goods sold or work to be performed towards IPL, IPL is entitled to take back the goods, both the originally delivered and the newly formed goods, without notice of default being required. The other party authorizes IPL to enter the place where these items are located.
3. As soon as the other party has fulfilled all its payment obligations under this and similar agreements, IPL grants the other party the ownership of the delivered goods subject to IPL's pledge, for the benefit of other claims that IPL has against the other party. At the first request of IPL, the other party will cooperate with actions that are desired in that context.
Resale and Tracking
1. As long as the delivered goods have not yet been paid in full, the other party is not authorized to resell, deliver or pledge the goods or transfer them to another party under whatever title, whether in use or not. or make it available.
2. Nor is the other party authorized to place delivered goods, as long as they have not yet been paid in full, in such a way that they lose their legal independence.
Penalty clause and control
1. The other party that acts contrary to the provisions of Article 10 forfeits a fine in favor of IPL for every act that falls under one of the prohibitions stated there. The fine is equal to twice the invoice amount, but at least EUR 5,000 per transaction.
2. IPL is authorized to have an independent accountant audit the books of the other party, to be able to monitor compliance with the provisions of Article 10.
1. IPL grants no liability whatsoever regarding delivered goods or parts thereof, other than the liability which IPL regarding the relevant good and/or the relevant part is granted by the supplier of that good or that part.
2. IPL guarantees the soundness of the work delivered by it.
3. The guarantee of IPL lapses if a defect in the item or part thereof is the result of improper or injudicious use, maintenance or other negligence on the part of the other party or if work has been performed on the item or changes have been made to the item by anyone other than IPL without its permission or instruction.
4. The costs of detecting and repairing defects not covered by IPL's warranty under this provision shall be charged to the other party at the applicable rates.
Indemnification against claims by third parties
1. If execution of an agreement takes place using drawings, data or advice supplied by the other party to IPL and if this violates intellectual property rights (including copyrights, patent rights, trademark rights, design rights and/or other rights) of third parties, the other party is required to indemnify IPL against any claims it may have against IPL as a result.
2. If a third party objects to the manufacture and/or delivery on the grounds of any alleged right as referred to in Article 13.1, IPL shall be entitled on that ground to immediately cease manufacture and/or delivery and to demand reimbursement of the costs incurred, without prejudice to any further claims of IPL for compensation against the other party
1. As soon as the goods have been received by the other party, the other party shall determine whether the goods are in order in every respect and/or whether they comply with the order placed.
2. Any complaints concerning the delivery of goods, the performance of work/repairs or the amount of the invoice shall be submitted in writing to IPL within a reasonable period after receipt of the goods, or the performance of work/repairs, or receipt of the invoices, respectively, accurately stating the facts to which the complaint relates.
3. Reasonable time means within 14 days after receipt of the goods or after performance of the work/repairs or after receipt of the invoices.
4. The right of complaint lapses if the other party has not submitted a complaint within the above-mentioned period and/or if the other party has not given IPL an opportunity to repair the defects.
5. Complaints, including complaints regarding the guarantee obligations, shall never entitle the other party to suspend fulfilment of its obligations towards IPL.
1. IPL shall only be liable for direct damage sustained by the other party, which damage is the direct and exclusive consequence of IPL's fault, with the proviso that only damage against which IPL is insured shall be eligible for compensation.
2. IPL shall not be liable for any indirect damage (including business and/or stagnation damage) due to any cause whatsoever.
3. If, notwithstanding the exclusion of liability contained in paragraph 2 of this article, IPL incurs any liability for indirect damage, such liability shall in any event be limited to a maximum of the net invoice amount for the goods supplied or work performed by IPL. Net invoice amount means exclusively the net invoice amount of the goods supplied by IPL or of the work performed by IPL in respect of which IPL is liable to pay damages.
4. If and to the extent that a continuing performance contract has been concluded between the parties, IPL's liability, for any reason whatsoever, shall in any event be limited to the price (excluding VAT) stipulated in the relevant contract for the services provided by IPL during the three-month period preceding IPL's default.
5. IPL shall not be liable for any damage caused by auxiliary persons, including as a result of their willful misconduct or gross negligence.
1. All concluded contracts with IPL and any subsequent contracts for the purpose of executing such contracts shall be governed exclusively by Dutch law.
2. All disputes arising from the metioned agreements shall be adjudicated exclusively by the competent court in Breda without prejudice to the jurisdiction of any other court in respect of provisional, precautionary or executory measures - unless within 1 month after IPL has invoked this provision in writing, the other party opts for adjudication by another court that is competent by law.
These Terms and Conditions shall take effect from 24.06.21, and have been filed with the Chamber of Commerce and Factories for Western North Brabant in Breda. From that date they replace all previous conditions.
INTERNOVA Professional Lighting BV
4838 GZ BREDA
Shipping costs (all amounts excluding VAT)
The Netherlands & Belgium
- Free home deliveries from € 250 per order;
- Shipping costs € 10 for an order value under € 250;
- A length surcharge applies (also above the carriage paid house amount) of € 30 when shipping lengths longer than 2 meters.
- Free home deliveries from € 500 per order (only boxes).
- Shipping costs € 20 for an order value under € 500.
- A length surcharge applies for >2m (also above the carriage paid house amount), price upon request.
For deliveries to other European countries, shipping costs are on request.
Delivery of the goods
All shipments are shipped with UPS by default. You will receive an email from UPS the day before delivery with a tracking number and a link so that you can track the shipment online on the day of delivery. Important: You must provide a delivery address where someone is always present during the day. UPS offers 2x as standard. This means that if you are not present the first day, UPS will come back the next day. If you are not present again, you can pick up the package within 7 days at the nearest UPS servicepoint (bring your ID). The package will be returned to us after 7 days. Return costs will be charged by UPS for this. Internova reserves the right to charge you for these return costs.
Invoices are sent by e-mail to the provided address.
Prices and waste management fee
All prices communicated by us are EXCLUDING VAT.
For customers within the EU, the VAT is shifted (0 rate); however, a valid VAT number must be provided.
Our returns policy can be found here.