General terms and conditions

Definitions

1. Noeloe: Noeloe, established in Den Bosch under Chamber of Commerce number 82565597.
2. Customer: the person with whom Noeloe has entered into an agreement.
3. Parties: Noeloe and customer together.
4. Consumer: a customer who is also an individual and who acts as a private person.

Applicability of general terms and conditions

  1. These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of Noeloe.

  2. Parties may only deviate from these terms and conditions if they have expressly agreed to this in writing.

  3. The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the customer or third parties.

Prices

  1. All prices used by Noeloe are in euros, are inclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or otherwise agreed.

  2. Noeloe may change all prices that Noeloe uses for its products or services, on its website or otherwise made known, at any time.

  3. Increases in the cost prices of products or parts thereof, which Noeloe could not foresee at the time of making the offer or concluding the agreement, may give rise to price increases.

  4. The consumer has the right to terminate an agreement as a result of a price increase as referred to in paragraph 3, unless the increase is the result of a statutory regulation.

Monsters and models

If the customer has received a sample or model of a product, he cannot derive any rights from it other than that it is an indication of the nature of the product, unless the parties have expressly agreed that the products to be delivered correspond to the sample or model.

Consequences of not paying on time

  1. If the customer does not pay within the agreed term, Noeloe is entitled to charge the statutory interest of 2% per month for non-commercial transactions from the day the customer is in default, whereby a part of a month is counted as a whole month.

  2. If the customer is in default, he will also owe Noeloe extrajudicial collection costs and any damages.

  3. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.

  4. If the customer does not pay on time, Noeloe may suspend its obligations until the customer has fulfilled his

    has fulfilled its payment obligation.

  5. In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the customer, the claims

    from Noeloe to the customer immediately due and payable.

  6. If the customer refuses to cooperate with the execution of the agreement by Noeloe, he is still liable

    obliged to pay the agreed price to Noeloe.

Right of complaint

  1. As soon as the customer is in default, Noeloe is entitled to invoke the right of complaint with regard to the unpaid products delivered to the customer.

  2. Noeloe invokes the right of complaint by means of a written or electronic communication.

  3. Once the customer has been informed of the invoked right of complaint, the customer must return the products to which this applies.

    to which the right relates, must be returned to Noeloe immediately, unless the parties make other arrangements.

  4. The costs of retrieving or returning the products will be borne by the customer.

Right of withdrawal

  1. A consumer can cancel an online purchase during a reflection period of 14 days without giving any reason, provided that:

    -the product has not been used
    -it is not a product that has been tailor-made or adapted specifically for the consumer
    -it is not a product that cannot be returned for hygienic reasons

    -the consumer has not waived his right of withdrawal

  2. The 14-day reflection period referred to in paragraph 1 commences:
    on the day after the consumer placed the order.

  3. The consumer can make his/her appeal to the right of withdrawal known via noeloe_@outlook.com, if desired using the withdrawal form that can be downloaded from the Noeloe website, http://noeloe.nl/.

  4. The consumer is obliged to return the product to Noeloe within 14 days after notification of his right of withdrawal, otherwise his right of withdrawal will lapse.

Reimbursement of delivery costs

  1. If the consumer has made timely use of his right of withdrawal and as a result has returned the entire order to Noeloe on time, Noeloe will refund any shipping costs paid by the consumer within 14 days of receipt of the order that has been returned on time and in full.

  2. Delivery costs will only be borne by Noeloe if the entire order is returned.

Return shipping costs reimbursement

If the consumer exercises his right of withdrawal and returns the entire order on time, the costs for returning the entire order will be borne by the consumer.

Right of suspension

Unless the Customer is a consumer, the Customer waives the right to suspend the performance of any obligation arising from this Agreement.

Right of retention

  1. Noeloe may invoke its right of retention and in that case retain the customer's products until the customer has paid all outstanding invoices to Noeloe, unless the customer has provided sufficient security for those costs.

  2. The right of retention also applies on the basis of previous agreements from which the customer still owes payments to Noeloe.

  3. Noeloe is never liable for any damage that the customer may suffer as a result of exercising his right of retention.

Settlement

Unless the customer is a consumer, the customer waives his right to offset a debt to Noeloe against a claim on Noeloe.

Retention of title

  1. Noeloe remains the owner of all delivered products until the customer has fully complied with all its payment obligations towards Noeloe under any agreement concluded with Noeloe, including claims relating to failure to comply.

  2. Until then, Noeloe can invoke his right of retention of title and take back the items.

  3. Before ownership has passed to the customer, the customer may not pledge, sell, alienate or otherwise encumber the products.

  4. If Noeloe invokes its right of retention of title, the agreement will be deemed to have been terminated and Noeloe will be entitled to claim damages, lost profits and interest.

Delivery

  1. From the moment you place an order, Noeloe strives to have your order delivered to the address you specified as soon as possible. The production time is 5-7 working days. Keep e

  2. Delivery of products ordered online will take place at the address specified by the customer.

  3. If the agreed amounts are not paid or not paid on time, Noeloe has the right to suspend its obligations until the agreed portion has been paid.

  4. In the event of late payment, the creditor is in default, with the result that the customer cannot object to late delivery to Noeloe.

Delivery time

  1. The delivery times stated by Noeloe are indicative and do not entitle the customer to cancellation or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.

  2. The delivery time commences at the moment that the customer has fully completed the (electronic) ordering process and has received an (electronic confirmation) from Noeloe.

  3. Exceeding the specified delivery time does not entitle the customer to compensation or the right to terminate the agreement, unless Noeloe cannot deliver within 14 days after written notice to do so or the parties have agreed otherwise.

Actual delivery

The customer must ensure that the actual delivery of the products ordered by him can take place on time.

Shipping costs

Transportation costs are borne by the customer, unless the parties have agreed otherwise.

Packaging and shipping

  1. If the packaging of a delivered product is opened or damaged, the customer must have a note made of this by the carrier or delivery person before receiving the product, failing which Noeloe cannot be held liable for any damage.

  2. If the customer arranges for the transport of a product himself, he must report any visible damage to products or packaging to Noeloe prior to transport, failing which Noeloe cannot be held liable for any damage.

Storage

  1. If the customer receives ordered products later than the agreed delivery date, the risk of any loss of quality is entirely for the customer.

  2. Any additional costs resulting from premature or late collection of products will be borne entirely by the customer.

Disclaimer

The customer indemnifies Noeloe against all claims from third parties relating to the products and/or services supplied by Noeloe.

Complaints

  1. The customer must examine a product or service delivered by Noeloe as soon as possible for any deficiencies.

  2. If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must inform Noeloe of this as soon as possible, but in any case within 1 month after discovering the shortcomings.

  3. Consumers must inform Noeloe of any deficiencies within 2 months of discovering them.

  4. The customer must provide as detailed a description as possible of the deficiency, so that Noeloe is able to respond adequately.

  5. The customer must demonstrate that the complaint relates to an agreement between the parties.

  6. If a complaint relates to ongoing work, this may in any case not lead to Noeloe

    may be required to perform work other than that agreed upon.

Notice of default

1. The customer must notify Noeloe of any notice of default in writing.
2. It is the customer's responsibility to ensure that a notice of default actually reaches Noeloe (on time).

Customer's joint and several liability

If Noeloe enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts they owe to Noeloe under that agreement.

Liability Noeloe

  1. Noeloe is only liable for any damage suffered by the customer if and to the extent that such damage is caused by intent or deliberate recklessness.

  2. If Noeloe is liable for any damage, it is only liable for direct damage resulting from or related to the performance of an agreement.

  3. Noeloe is never liable for indirect damage, such as consequential damage, lost profits, missed savings or damage to third parties.

  4. If Noeloe is liable, this liability is limited to the amount paid out by a concluded (professional) liability insurance and in the absence of (full) payment of the amount of damages by an insurance company, the liability is limited to the (part of the) invoice amount to which the liability relates.

  5. All images, photos, colours, drawings, descriptions on the website or in a catalogue are only indicative and are only approximate and cannot give rise to compensation and/or (partial) termination of the agreement and/or suspension of any obligation.

Expiry date

Any right of the customer to compensation from Noeloe shall in any case expire 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of article 6:89 of the Civil Code.

Right of withdrawal

  1. The customer has the right to terminate the agreement if Noeloe is culpably in breach of its obligations, unless this breach, given its special nature or minor significance, does not justify termination.

  2. If Noeloe's compliance with the obligations is permanently or temporarily impossible, dissolution can only take place after Noeloe is in default.

  3. Noeloe has the right to terminate the agreement with the customer if the customer does not fully or timely fulfil his obligations under the agreement, or if Noeloe has become aware of circumstances that give him good reason to fear that the customer will not be able to properly fulfil his obligations.

Force majeur

  1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Noeloe to fulfil any obligation towards the customer cannot be attributed to Noeloe in a situation beyond the control of Noeloe, which prevents the fulfilment of its obligations towards the customer in whole or in part or which makes it unreasonable to expect Noeloe to fulfil its obligations.

  2. The force majeure situation referred to in paragraph 1 also includes - but is not limited to: state of emergency (such as civil war, uprising, riots, natural disasters, etc.); default and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.

  3. If a force majeure situation occurs as a result of which Noeloe cannot fulfil one or more obligations to the customer, those obligations will be suspended until Noeloe can fulfil them again.

  4. From the moment that a force majeure situation has lasted for at least 30 calendar days, either party may terminate the agreement in writing in whole or in part.

  5. In the event of force majeure, Noeloe is not liable for any (damage) compensation, even if it enjoys any benefit as a result of the force majeure situation.

Amendment of the agreement

If, after the conclusion of the agreement, it appears necessary to change or supplement its content for its execution, the parties shall adjust the agreement accordingly in a timely manner and in mutual consultation.

Changes to general terms and conditions

  1. Noeloe is entitled to change or supplement these general terms and conditions.

  2. Minor changes may be made at any time.

  3. Noeloe will discuss major substantive changes with the customer in advance as much as possible.

  4. Consumers are entitled to terminate the agreement in the event of a material change to the general terms and conditions .

Transfer of rights

  1. Customer rights under an agreement between the parties may not be transferred to third parties without the prior written consent of Noeloe.

  2. This provision applies as a clause with property law effect as referred to in Article 3:83, paragraph 2, of the Dutch Civil Code.

Consequences of nullity or voidability

  1. If one or more provisions of these general terms and conditions prove to be null and void or voidable, this will not affect the other provisions of these terms and conditions.

  2. A provision that is void or voidable will in that case be replaced by a provision that comes closest to what Noeloe had in mind when drawing up the conditions on that point.

Applicable law and competent court

1. Dutch law applies exclusively to any agreement between the parties.
2. The Dutch court in the district where Noeloe is established / practices / has an office is exclusively

2. The Dutch court in the district where Noeloe is established / practices / has an office has exclusive jurisdiction to hear any disputes between the parties, unless the law prescribes otherwise.

Created on April 23, 2021.