Terms and Conditions
It’s great that you’re reading this document. Naturally, you’ll want to know the terms and conditions under which you do business with Nou. On this page, you will find the most up-to-date version of Nou’s General Terms and Conditions. Nou offers a range of smart software, productive printers, scanners, and plotters, as well as solutions for document processes. With a robust portfolio of products, software, and services, we support faster, smarter, and more secure ways of working—thereby fostering your organization's growth.
Algemene Voorwaarden - Conditions Générales - Allgemeine Geschäftsbedingungen
These general terms and conditions, filed with the Chamber of Commerce, are clearly organized into the following two chapters:
Chapter I: General Provisions
Chapter II: Supplementary Provisions for Service and Rental Agreements
Our company details
Nou B.V.
Lange Amerikaweg 102
7332BR
CoC-number: 05074640
VAT-number: NL812819482B01
+3155-4561234
administratie@nou.nl
nou.nl
Chapter I: general provisions
Article 1. Definitions
1.1. Legal language is generally complex. To avoid any confusion regarding the meaning of a word, the definitions below explain what is meant by the terms written with a capital letter in this document.
Article: An article of these Terms and Conditions.
Print: A print is a copy, printout, scan or plot.
DCC: The Dutch Civil Code.
Consumables: Consumable items specifically intended for use in printing equipment, such as toners, drums, fixing units and comparable parts that are consumed or must be replaced during normal use of the equipment.
Service: The work performed by Nou for you and/or offered to you under an Agreement and/or these Terms and Conditions, as well as the Delivery and application of Products and/or other services.
Direct Damage: ‘Direct Damage’ refers only to:
a. direct physical damage to equipment (such as damage to, or the failure or improper functioning of, such equipment) and physical damage to other property of employees of your organisation and/or third parties;
b. reasonable and demonstrable costs of necessary modifications or adjustments to equipment in order to limit or repair the direct damage; and
c. reasonable costs that you reasonably incur to prevent or limit damage, insofar as you can demonstrate that these costs have led to a reduction in direct damage within the meaning of these Terms and Conditions.
Lease Agreement: The Agreement under which you and Nou agree that Nou will make a Product available to you for use in return for a periodic Fee (the lease), and in which all related arrangements are set out.
Indirect Damage: Any damage other than Direct Damage. This includes, in any event: consequential damage, loss of profit, lost savings, loss resulting from business interruption, loss resulting from data loss, environmental damage and non-material damage (such as reputational damage).
You: This refers to you, i.e. the contracting party that has entered into, or intends to enter into, an Agreement with Nou.
Office Hours: The hours during which Nou can be reached, being each Working Day from 08:30 to 17:00 (Dutch time).
Delivery: The moment Nou actually completes a Service or the moment Nou makes a Product available to you, regardless of whether you actually receive or start using the Product at that moment.
Nou: This is us, Nou B.V.
Agreement: Any consensus between you and Nou that is recorded in writing, including any amendment or supplement thereto, and all (legal) acts in preparation for and/or execution thereof, including these Terms and Conditions and any Specifications (both of which form an integral part of the Agreement).
Party: A party to the Agreement and/or these Terms and Conditions, namely: you or Nou.
Products: All goods that Nou offers, sells, delivers and/or applies to or for you, such as (peripheral) equipment, hardware, software, toners and spare parts.
Zero Volume Agreement: An agreement that does not specify any fixed volume commitments regarding the number of Prints to be made or the number of Counter Ticks.
Response time: The average response time is 8 Office Hours, unless otherwise agreed in writing.
Service Level: The quality standards you may expect from the Services that have been agreed in writing.
Service Agreement: The Agreement under which you and Nou agree that Nou will provide Service for one or more Products in return for payment of a Fee, and in which all related arrangements are set out.
Software: All third-party software to which you gain access via Nou or which is made available to you via Nou, as agreed in the Agreement.
Specifications: Separate annexes attached to the Agreement describing the Services and/or Products to be delivered by Nou and/or the Service Levels.
Counter Tick: A black-and-white or colour Print. A Counter Tick is generated by a Print and/or by the use of Software that generates a Counter Tick.
Fees: All fees payable by you to Nou under the Agreement.
Consumables: All materials used in the performance of the Agreement and/or the use of the Products, such as staples, toners, starters and cartridges.
Terms and Conditions: These General Terms and Conditions.
Working Days: A Working Day is a day that is not:
a. a Saturday, Sunday or public holiday in the Netherlands; or
b. a scheduled day off applicable to Nou.
Working Environment: The technical infrastructure of your organisation, including information technology, telecommunications and other relevant systems (including internet and telecom connections), which is linked to the Products and/or Services supplied by Nou.
1.2. Wherever the term ‘in writing’ is used in these Terms and Conditions, it shall be understood to mean in writing, by email or via the Nou website.
1.3. In these Terms and Conditions, words in the singular also include the plural, and vice versa, insofar as the context requires.
1.4. Words such as “including”, “such as” or “among other things” are used in these Terms and Conditions to provide examples and to indicate that the list to which they refer is not exhaustive.
Article 2. General
2.1. These Terms and Conditions apply to all obligations between you and Nou, including all Agreements. If any provision in these Terms and Conditions conflicts with a written arrangement between you and Nou (for example in an Agreement), that specific arrangement will prevail.
2.2. If any inconsistencies have inadvertently arisen between the texts of Chapter I and Chapter II, the provisions of Chapter II will prevail over Chapter I.
2.3. Nou may amend these Terms and Conditions. If we do so, we will let you know in writing in good time. If you do not agree with the amendment(s), you must notify us in writing within 7 days of receiving the notification of the amendment. If we do not hear from you within that period, we may assume that you agree to the amendment. From that moment, the amended Terms and Conditions shall apply to the Agreement.
2.4. If any provision of these Terms and Conditions (or any part thereof) is or becomes invalid, unenforceable, void or voidable, the remaining provisions shall remain in full force and effect. In such a case, Nou will replace the affected provision (or the relevant part) with a valid provision that best reflects the intention of the affected provision.
2.5. If these General Terms and Conditions are translated into a language other than Dutch, the Dutch version shall prevail. The terms in the translated version should therefore be read and interpreted in accordance with their meaning in Dutch.
Article 3. Formation and Content of Agreements
3.1. If Nou sends you a proposal, offer, quotation or (price) estimate, this constitutes an invitation for you to place an order or assignment with us. The Agreement is only concluded once you place an order or give an assignment and Nou has confirmed this to you in writing.
3.2. The Agreement, quotation and/or order or assignment confirmation between you and Nou describes which Products and/or Services Nou will provide to you. In principle, anything not included there is not covered by the arrangement. Additional or deviating Products, Services or other work will only be provided if agreed in writing. If that is the case, you will owe Nou the associated costs as additional work, on top of the previously agreed price.
3.3. If either Party wishes to amend the Agreement, that Party must send a written request to the other Party explaining the desired amendment. If we reach an agreement on the amendment to the Agreement, we will set this out in writing in an addendum. This addendum will be added to the existing Agreement and will form part of it.
If you request an amendment, Nou may charge you for the additional (administrative) work required to implement the amendment in its administration and systems. Nou may also charge you the costs of investigation, preparation and other work related to an amendment requested by you. These costs will be calculated on the basis of Nou’s then-applicable rates and prices.
3.4. Once an Agreement has been concluded, you may not unilaterally cancel it, even if performance has not yet started. Cancellation is only possible if you and Nou have agreed the cancellation conditions in writing and you have fully complied with those conditions.
Article 4. Delivery of Product and Risk
4.1. If you and Nou have not agreed anything regarding Delivery of the Product, Delivery will take place under the delivery condition Ex Works (EXW), as defined in Incoterms® 2020, at Nou’s warehouse. From the moment of Delivery, you bear all risks of damage to or loss of the Product.
4.2. If you and Nou agree that the Product will be shipped – at your own expense and risk – by Nou itself or via a carrier to an address specified by you, a surcharge will apply for transport, shipping and/or postage costs and any export/import duties, customs clearance costs and/or taxes. In that case, the costs of packaging the Product will be borne by Nou. However, Nou does not accept returns of the packaging. In all other respects, the delivery condition Ex Works (EXW) under Incoterms® 2020 remains fully applicable.
4.3. Unless you and Nou have agreed otherwise, you must collect or receive the Product within the following timeframes:
a. for Delivery at Nou’s warehouse: within 5 Working Days after the collection notice has been sent to you;
b. for Delivery at an address specified by you: immediately upon delivery at the agreed date
4.4. If you do not (timely) accept the Product within the periods referred to in Article 4.3, you will be in default without notice of default being required. In that case, we may store the Product at your expense and risk, or sell it to a third party. If you decide to purchase the Product, at a later time, you will owe the purchase price – as compensation for the loss incurred – increased by statutory commercial interest and costs including transport, storage and insurance. If the Product has meanwhile been sold to a third party, you will still owe the compensation, reduced by the net proceeds of the sale.
Article 5. Performance of the Agreement
5.1. We consider it important to emphasise that Nou can only fulfil its obligations towards you if cooperation is timely and adequate. This requires mutual commitment, something you fully acknowledge. To ensure that Nou can perform the Agreement properly and within the specified timeframes, you are obliged to provide all reasonably requested cooperation. In this context, you are responsible for and guarantee that:
a. the data, information, materials, documentation and/or specifications (in any form) provided by or on behalf of you are correct, complete and reliable;
b. all information required by Nou to fulfil its obligations in a timely and efficient manner is made available to Nou;
c. those who conclude Agreements with Nou on your behalf are fully authorised to do so, and that you comply with the resulting obligations;
d. you hold all permits, consents, approvals, licences and other authorisations required to enter into and perform the Agreement;
e. you and your employees properly and promptly follow all instructions, directions and requirements issued by Nou in the context of the Agreement;
f. you use the Products in a competent manner, in accordance with the manual and instructions, and solely for their intended purpose and configuration;
g. you handle the Products with care and protect them from damage, in particular from moisture, dust and climatic influences;
h. you take all reasonable precautions to protect your Working Environment and the Products, so that the possibility of disruption to business activities (as a result of malfunctions, delays, shutdowns or other defects in your Working Environment and/or the Products) is minimised;
i. your Working Environment complies with all relevant laws, regulations and mandatory industry standards;
j. you implement and use adequate recovery and contingency plans, including maintaining full backups of all your files, data and/or programmes; and
k. you implement and use effective data protection measures, access controls, firewalls and anti-virus scans within your organisation, your Working Environment and the Products.
5.2. The Party will perform the Agreement with reasonable skill and care. For Nou, this constitutes a best-efforts obligation. Consequently, all dates, deadlines or times stated by Nou are indicative. They are provided to the best of Nou’s knowledge and will be observed as far as reasonably possible. Exceeding these does not constitute a breach by Nou and unfortunately does not entitle you to compensation or to terminate the Agreement.
5.3. Nou is entitled to have (part of) its work under the Agreement carried out by third parties.
5.4. If Nou requires information or tools from you in order to meet the delivery deadline, the delivery period will only commence on the day on which all required information or tools are in Nou’s possession.
5.5. Nou may, at its own discretion, perform an Agreement in parts and request payment for each part. In the case of partial deliveries, these are deemed to be based on separate Agreements, to which these Terms and Conditions apply.
5.6. You shall use only Consumables with the Products that meet the specifications provided by or on behalf of Nou.
5.7. If Products are connected to equipment not supplied by Nou (such as computer systems), you are responsible for testing the functioning of the combination of Products and such third-party equipment. If we have agreed that Nou will conduct the test, the relevant equipment and test procedure must be made available to Nou.
5.8. You warrant that the Products will not be used for purposes that violate any statutory provision. You fully indemnify Nou, as well as any third parties whose services Nou uses, against all claims from third parties arising from such use.
5.9. You may only make changes, adjustments, additions, improvements or other modifications to the Products or to the system in which the Products operate – or have such modifications made by third parties – if you have obtained Nou’s prior written consent. If you wish to implement a system update or other modification that may affect the performance of the Products and/or Services supplied by Nou, you must notify Nou thereof in writing at least 14 days in advance.
Article 6. Fees, Invoicing and Payment
6.1. You owe Nou a Fee for the Service and/or the Product. The Fee stated by Nou is expressed in euros and excludes VAT. If this is different, we will always state so.
6.2. Your payment obligation towards Nou arises as soon as an Agreement is concluded. When placing an order in our webshop, you must pay the relevant Fee immediately before or at the time the Agreement is concluded if your organisation is not yet a customer. In all other cases, payment is made on account. You must then pay the Fee charged within 14 days of the invoice date, in the manner specified by Nou.
6.3. For payments on account, Nou uses direct debit as standard. If you choose not to provide a direct debit authorisation, which is of course also possible, we will charge you an administrative fee of €25 per invoice (excl. VAT).
6.4. Of course, it can happen that an invoice is overlooked – we understand that. Therefore, we will send you a reminder. However, from that moment onwards, you will be in default by operation of law. This means that from the first day following the agreed payment term, you owe Nou statutory commercial interest.
6.5. If you still have not paid after the payment reminder, or if you fail to comply with any other obligation under the Agreement, whether in full, on time or correctly, Nou is entitled to collect the amount you owe at that moment. In such a case, you owe Nou extrajudicial collection costs amounting to 15% of the outstanding claim, with a minimum of €250, unless Nou demonstrates that the actual costs incurred are higher, in which case you must pay those actual costs.
6.6. If Nou at any time reasonably doubts your creditworthiness, it may suspend its performance and require you to make (partial) advance payment. Nou may also require you to provide adequate security for all amounts it is or will be entitled to claim from you under the Agreement. Nou will determine which form of security it accepts. This applies regardless of whether the claims in question are already due and payable.
Article 7. Retention of Title
7.1. Ownership of the Products will not pass to you, despite actual delivery, until you have fulfilled all obligations you owe to Nou at that time.
7.2. As long as Nou remains the owner of the Products, you may only use the Products. This means you may not rent them out, lend them or make them available to third parties. This also means you are not permitted to transfer, pledge or encumber them in any way. The Products must be stored carefully and as recognisable property of Nou, so that mixing and/or accession is avoided as much as possible.
7.3. As long as Nou retains ownership of the Products, you are obliged to keep the Products adequately insured against at least fire, explosion, water and theft damage. At Nou’s request, you must demonstrate that such insurance exists and that the premiums have been paid.
7.4. As long as Nou remains the owner of the Products, you must notify Nou preferably immediately, but in any event within 24 hours, in writing if (i) a third party intends to assert rights or take measures in respect of the Products (such as attachment), or (ii) you are subject to (provisional) suspension of payments or bankruptcy. In the event of (provisional) suspension of payments or bankruptcy, you must immediately inform the administrator or trustee that the Products are owned by Nou and demonstrate this upon request. You must also take all necessary steps to ensure that any attachment on Products owned by Nou is lifted as soon as possible. Upon Nou’s first request, you must always inform them of the location of the Products.
7.5. To protect its rights in respect of Products it owns, Nou may take any measures it reasonably deems necessary. This may include reclaiming and collecting the Products from you. You hereby irrevocably authorise Nou to enter your business and storage premises for this purpose. The reasonable costs of such measures (including transport, dismantling, storage and legal costs) are payable by you upon Nou’s first request, unless the reason for such measures is solely attributable to Nou. If Nou reclaims Products that you have already paid for (in whole or in part), Nou will refund the amount you paid, minus the aforementioned costs.
Article 8. Warranties
8.1. You may expect that the Services and/or Products supplied by Nou will be delivered in accordance with what you and Nou have agreed. With regard to Products, Nou warrants that each Product has the technical specifications described in the Agreement and complies with applicable Dutch laws and regulations.
8.2. If, for any reason, no Specifications are included in the Agreement, Nou warrants that:
a. the delivered Products, when used correctly, will to a significant extent have the functionality described in the technical specifications of the relevant manufacturer; and
b. the delivered Services will be performed with reasonable skill.
8.3. For transactional purchases made through our webshop, a warranty period of 6 months applies to the Products delivered by Nou. If the Products are supplied by third parties, Nou only provides you with the warranty to which it is itself entitled vis-à-vis that third party.
8.4. For repairs and separately supplied parts, Nou provides a warranty period of 30 days. This period starts on the date of repair or, in the case of parts, on the date of Delivery of the relevant parts.
8.5. If the Services delivered by Nou do not, to a significant extent, meet the Service Levels set out in the Specifications, Nou will take all reasonable measures to remedy such shortcomings for the future. Nou will do this as soon as possible and without charging you any additional costs.
8.6. You cannot invoke any warranty in any of the following situations:
a. if the applicable warranty period, as set out in, inter alia, Article 8.3 and Article 8.4, has expired;
b. if the Product is used for purposes other than those for which it is intended or suitable, if it is used improperly or excessively, or if (Consumable) materials are used that do not meet the Specifications;
c. if the Product has been moved, relocated or reinstalled without Nou’s prior written consent;
d. if the defect was caused by external factors acting on the Product (such as failures in telephone or network connections, interface problems, power outages or similar external circumstances);
e. if the defect is (partly) the result of improper use, maintenance, transport or (re)installation, or any other negligent conduct attributable to you, or of modifications or repair work carried out by you or by third parties without Nou’s prior written consent;
f. if the Product does not (or no longer) bear a factory-applied serial number; and
g. if you are unable to provide a valid invoice stating the type and serial number of the Product; and
h. if you have failed to fulfil any obligation under the Agreement and/or these Terms and Conditions, or have failed to do so in a timely, complete or correct manner.
8.7. The following are excluded from the warranty: Consumables, glass plates, cords and connection cables, as well as work that forms part of daily maintenance as described in the operating instructions. Nou may carry out such (maintenance) work at your request at the rates and prices applicable at that time.
8.8. You are fully responsible for selecting the Products and/or Services and for their suitability for your business. Nou is not liable if the Specifications do not match the (technical) requirements of your organisation.
8.9. Nou does not warrant that a Product (whether or not installed in your Working Environment) or the provision of Services will always be uninterrupted, error-free or free from viruses. Nor does Nou warrant that defects or interruptions in your Working Environment will be detected or remedied. In addition, Nou bears no responsibility for the functioning of the Products in the hardware and/or Software combinations within your organisation.
Article 9. Inspection and Complaints, Claims and Returns
9.1. Immediately after Delivery, you must carefully inspect the Products. If you have a complaint or discover a defect that is directly visible, you must notify Nou in writing as soon as possible, but no later than 5 Working Days after Delivery. We strongly advise you to do so in time, as you agree that your rights relating to such complaint or defect lapse after this period.
9.2. If the defect is one that you could not reasonably have discovered within the period referred to in Article 9.1, you must notify Nou in writing as soon as possible after discovery, but in any event no later than 3 months after Delivery. Again, your rights lapse if you fail to report the defect within this period.
9.3. As you will have read above, Articles 9.1 and 9.2 contain specific deadlines within which you must submit a complaint to Nou. These provisions deviate from Articles 6:89 and 7:23 of the Dutch Civil Code. Those statutory provisions therefore do not apply between you and Nou. You hereby acknowledge and accept this.
9.4. If you have a complaint about Products or identify a defect, you must inform Nou as fully and clearly as possible about the nature and extent of the shortcoming. You must in any event state the invoice number of the relevant order or assignment and attach dated photographs showing the shortcoming.
9.5. If you return Products to Nou due to an alleged defect, you must ensure that the return shipment is preceded or accompanied by the information referred to in Article 9.4. If you fail to do so, Nou may refuse the return shipment or store the returned Products at your expense and risk until you collect them again, without Nou acknowledging the alleged defect or accepting liability.
9.6. After discovering a complaint or defect, you must stop installation and/or further use of the relevant Products as soon as possible. You must follow Nou’s instructions and provide all necessary cooperation to ensure that the complaint is handled correctly and within a reasonable period, so that (further) damage is prevented as far as possible. Products may only be returned if Nou has given prior consent. In that case, the reasonable return costs will be borne by Nou, provided that you have complained in time, correctly and in accordance with this Article 9.
9.7. You have the right to return non-defective Products to Nou within 30 days of their Delivery. This is subject to the following conditions:
a. these Products may only be returned by you to Nou (i) after Nou’s prior written consent, (ii) stating the reason for return, and (iii) in accordance with the return instructions provided by Nou.
b. these Products must be unused, in new condition, free from labels, stickers or other markings applied by you, and packaged in the undamaged original packaging.
c. the costs of unjustified returns – for example, if you have placed an incorrect (online) order – are entirely at your expense. In such cases, a fixed fee applies of €50 per pallet return and €25 per other return shipment.
9.8. If, for any reason, you fail to comply with the provisions of this Article 9, you cannot hold Nou liable for the defect in question, you will not be refunded the Fee paid, and you must take back and retain the Products.
9.9. If the Products and/or Services delivered by Nou do not comply with what you and Nou have agreed, and you have sufficiently demonstrated this and submitted a complaint to Nou in time, correctly and in accordance with this Article 9, Nou will, within a reasonable period and without charging you for this, take one or more of the following measures at its own discretion:
a. replace the defective Product;
b. ensure repair of the defective Product;
c. provide you with the parts required for repair, unless the repair costs are not reasonably proportionate to replacement with a new Product;
d. insofar as the defect relates to Services: perform the Services in question again, properly and with due care, so that the Agreement is nevertheless fulfilled; or
e. refund (in whole or in part) the Fee you paid for the relevant Product or Services.
9.10. Warranty and repair work on Products will be carried out at the following location:
a. on site, for all items weighing 30 kg or more; or
b. at Nou’s repair shop or at a third party designated by Nou, for all items weighing up to 30 kg.
In the case referred to under (b), you are responsible, at your own expense and risk, that the relevant Products are shipped to the address specified by Nou.
9.11. Once Nou has carried out one of the measures referred to in Article 9.9, it has fully complied with its obligations in respect of the relevant defect and is not required to provide any further (damage) compensation. This is without prejudice to any other limitations of liability set out in these Terms and Conditions.
Article 10. Liability
10.1. This article sets out Nou’s maximum liability for any loss or damage you may suffer. This applies regardless of the basis of the claim for damages. Nou’s total liability is limited to the amount paid out under Nou’s general liability insurance in the relevant case, plus the applicable deductible.
10.2. If, for any reason, the insurance does not provide cover for any amount, Nou’s liability is limited to a maximum of the Fee (excluding VAT) agreed for the relevant Agreement.
10.3. Nou’s liability is limited to Direct Damage. Nou’s liability for Indirect Damage is therefore excluded. Damage resulting from force majeure, as referred to in Article 13, is also excluded.
10.4. In the event of damage to the Products, Nou shall only be liable in accordance with the provisions of Article 8 and Article 9.
10.5. Nou is not liable for any decisions you make based on advice provided by Nou, nor for the consequences thereof. You remain fully responsible at all times for the decisions you make in that regard.
10.6. To the extent that you could hold Nou liable under the foregoing, a condition for such liability is that you notify Nou in writing as soon as possible of what you believe is going wrong (notice of default). You must give Nou a reasonable period to remedy the alleged shortcoming. In your notice of default, you must describe as clearly and specifically as possible what you believe is incorrect, so that Nou understands the issue and the steps required.
10.7. Another condition for your right to compensation is that you report the loss to Nou in writing as soon as possible, but in any event within 30 days after it has arisen. A claim for damages lapses if you do not initiate legal proceedings before the competent court within 1 year after the damage was discovered or reasonably could have been discovered.
10.8. You must ensure that you do not cause delays resulting from your failure to comply with your obligations under the Agreement. You are liable to Nou for such delays. This includes, for example, the situations referred to in Article 14.
10.9. You also indemnify Nou against all claims from third parties. These are claims from third parties against Nou that are directly or indirectly related to (the use of) the Products and/or an Agreement. You must compensate Nou for all loss or damage suffered by Nou as a result of such third-party claims.
10.10. Conversely, Nou indemnifies you against all claims from third parties relating to product liability arising from a defect in a product or system supplied by you to a third party, which consisted in part of Products supplied by Nou. This indemnity applies only if you demonstrate that the damage was caused by those Products.
10.11. The limitations of liability set out in these Terms and Conditions do not apply insofar as the loss results from wilful misconduct or gross negligence on the part of Nou.
Article 11. Account
11.1. When you create an account with us, you must enter an email address and delivery address. If this information matches the details we hold for your organisation in our administration, an email will automatically be sent to the portal administrator known to Nou for your organisation. This is for approval of linking the account to the organisation and to ensure that only an authorised representative can place an order on behalf of your organisation. If no portal administrator is known to Nou, an email will be sent to Nou for approval. The person creating an account will not be notified of this approval process. By creating an account and/or placing an order, you agree to this procedure.
Article 12. Software
12.1. Nou does not supply its own Software but facilitates your access to third-party Software made available via an online platform (SaaS). Nou may assist you with installation and use, insofar as necessary for the performance of the Agreement and provided you comply with these Terms and Conditions.
12.2. The licence and usage terms (and any processing or other conditions) of the software supplier apply directly between you and that supplier. You are responsible for reviewing and complying with those terms and conditions. Nou is not a party to those terms and conditions and does not grant you any rights beyond those set out therein and in the Agreement.
12.3. Upgrades, updates and new versions of the Software are determined and rolled out by or on behalf of the software supplier. Nou is not obliged to offer or continue to support specific versions or functionalities. It is your responsibility to assess whether changes to the Software are compatible with your (technical) environment. Where reasonably practicable, Nou will assist you with this, based on the rates applicable at the time.
Article 13. Force Majeure
13.1. Nou is not obliged to perform its obligations under the Agreement if it is prevented from doing so by a circumstance that is not attributable to its fault and that does not fall under its responsibility pursuant to law, legal act or generally accepted practice – in other words, if there is force majeure within the meaning of Article 6:75 of the Dutch Civil Code.
13.2. In the event of force majeure, Nou will make every reasonable effort to work with you to find an appropriate (temporary) solution. However, Nou is not obliged to do so.
13.3. In the event of force majeure, you cannot claim any (damage) compensation, even if Nou benefits in any way as a result of the force majeure.
13.4. During the period of force majeure, Nou may suspend its obligations under the Agreement. If the force majeure situation lasts longer than three months, both you and Nou are entitled to terminate the Agreement in writing in respect of the part not yet performed, without either Party being liable to pay compensation to the other.
13.5. If, at the time the force majeure occurs, Nou has already partially fulfilled its obligations under the Agreement, or is still able to fulfil them partially, it may invoice the part already fulfilled or still to be fulfilled separately. You are then obliged to pay this invoice as if it were a separate Agreement.
13.6. If you are affected by force majeure that prevents you from fulfilling one or more obligations under the Agreement, you must notify Nou in writing as soon as possible, but in any event within 2 Working Days after becoming aware of this. If your force majeure situation lasts longer than 10 Working Days, Nou may terminate the Agreement in whole or in part by giving written notice. Such termination does not release you from the obligation to pay amounts that became due before the force majeure situation arose or that relate to Products and/or Services already delivered.
13.7. Because the law does not precisely define what constitutes force majeure, you and Nou hereby agree on what is meant by this term. Force majeure within the meaning of the Agreement and these Terms and Conditions includes, in any event, the following situations: defects in goods, equipment, programmes or materials of third parties used by Nou; failures of third parties (including suppliers) engaged by Nou; fire, water damage or other damage in buildings or locations of Nou or its suppliers; government measures or restrictions; outbreak of an epidemic or pandemic; strikes or other labour disputes; war, riots or terrorism; power outages; internet or network failures or other disruptions in telecom or data connections; hacking, ransomware, DDoS attacks or other forms of cybercrime.
Article 14. Termination
14.1. Nou may terminate any Agreement with you, in whole or in part, with immediate effect by means of a written notice, without owing you compensation and without requiring prior notice of default, if any of the following situations occurs:
a. you apply for bankruptcy or are declared bankrupt;
b. you apply for or are granted a provisional or definitive debt moratorium;
c. you cease or liquidate your business;
d. you offer your creditors a compulsory settlement or other agreement;
e. a substantial part of your assets is seized and such seizure is not lifted within 14 days.
14.2. If the Agreement is terminated by Nou pursuant to Article 14.1, you owe Nou an immediately payable (damage) compensation equal to all existing claims at that time (including all outstanding Fees and all future Fees for the remaining term of the Agreement), plus all costs incurred by Nou in that context.
14.3. You must notify Nou in writing immediately as soon as a circumstance as referred to in Article 14.1 arises or is likely to arise, and you must take appropriate measures to protect Nou’s interests while awaiting instructions. You are obliged to take all measures necessary to enable Nou to exercise its rights.
14.4. If you fail to comply (in a timely manner) with the obligation set out in Article 14.3 and Nou is consequently unable to exercise its rights (in full), you will automatically incur an immediately payable penalty of 10% of the total amount you owe Nou at that time under the Agreement, for each calendar day (where part of a day counts as a full day) that Nou is prevented from exercising its rights.
14.5. In the event of termination by Nou, on any ground whatsoever, there is no obligation to undo performances already rendered.
14.6. The provisions of this Article 14 shall not affect Nou’s other rights under the law and/or the Agreement.
Article 15. Transfer of Rights and Obligations
15.1. Nou is at all times entitled to transfer its rights and/or obligations under the Agreement to third parties, including by contract assignment or transfer of the entire legal relationship. You hereby grant your prior consent for this.
Article 16. Communications
16.1. All communications relating to the Agreement must be made by the Parties in writing.
16.2. If you send Nou a demand for performance or a notice of default, you must do so by registered letter. You must clearly state what you require from Nou and within what timeframe you believe Nou must comply.
16.3. If you invoke termination of the Agreement, this must also be done by registered letter to Nou. You must clearly state the grounds for the termination.
Article 17. Applicable Law and Competent Court
17.1. All legal relationships between Nou and you (including the Agreement) are governed exclusively by Dutch law, even if you are based abroad. Where applicable, the Vienna Sales Convention is excluded
17.2. A dispute exists if either of us states that it does. We will do everything possible to prevent a dispute from arising. If a dispute nevertheless occurs, we – and we expect the same from you – will make every effort to resolve it amicably out of court. If this is not successful, we may still bring the matter before the court. In that case, the court in the district of Nou’s principal place of business has jurisdiction. Nou reserves the right to bring claims against you, whether simultaneously or not, before any other court that is competent under the law.
Chapter II: Additional Provisions for Service and Lease Agreements
In addition to our General Provisions (Chapter I), these Additional Provisions of Chapter II also apply whenever you and Nou enter into a Service Agreement or a Lease Agreement. Below you will find the specific provisions that apply in this context.
Article 18. General
18.1. For Lease Agreements, the leased Products are always covered by a Service Agreement. If you wish to enter into a Lease Agreement with Nou, you must therefore simultaneously enter into a Service Agreement for the Products to be leased.
18.2. For Service Agreements, Nou applies the principle that when multiple similar Products are present at your premises, these will be included together under a single Service Agreement. If you wish to enter into a Service Agreement with Nou and Nou determines that this situation applies, Nou may require that all such Products be included in the Service Agreement.
Article 19. Term of Service and Lease Agreements
19.1. For Service and Lease Agreements, we jointly agree on a period during which the service will be provided and/or the lease will run. If no period has been agreed, you may assume a term of 60 months.
19.2. If you and Nou have agreed on a combination of a Service Agreement and a Lease Agreement, the term of the Service Agreement relating to the leased Products will be the same as the term of the Lease Agreement.
19.3. Service Agreements and Lease Agreements are tacitly renewed for successive periods of 24 months after the agreed term has expired, unless:
a. either Party notifies the other in writing, no later than 6 months before the end of the current period, that it does not wish to renew the relevant Service Agreement and/or Lease Agreement; or
b. the maximum period has been reached for which Nou has indicated it is willing to provide Service for the relevant Product or to lease the relevant Product to you.
19.4. If the usage rights of Software have ended, the Service Agreement will also end insofar as it relates to that Software.
19.5. No later than the day on which the Lease Agreement ends, you must make the Products available to Nou again. You must return the Products in their original, good and clean condition, subject to normal wear and tear.
19.6. You grant Nou and any third parties engaged by Nou permission to enter your buildings and premises so that the Products can be retrieved. Any costs associated with the return (such as administrative, dismantling and transport costs) will be at your expense.
19.7. If you fail to comply (on time) with the provisions of this Article 19, you will be in default by operation of law at the end of the Lease Agreement, without requiring notice of default. You will then incur an immediately payable penalty of €500 per day for each day you fail to make the Products available or allow them to be collected. This does not affect Nou’s right to recover (additional) damages from you.
19.8. In the event of early termination of a Zero Volume Service Agreement, Nou is entitled to use the average volume of Counter Ticks over the preceding 12 months as the basis for calculating the Fee for the remaining months of the term.
Article 20. Performance of the Service
20.1. Service on the Products is carried out at the installation address, in Nou’s repair shop, or at a third party designated by Nou (see also Article 9.10). During Service Work at the installation address, you must ensure that someone from your organisation is always present.
20.2. Service Work is in principle carried out during Office Hours. If necessary, such work may be continued for a maximum of 1 hour outside Office Hours, provided you grant Nou the required access. If the Service Work is still not completed by then, the additional time required will be charged to you separately at the applicable rates and prices.
20.3. You must report malfunctions in the Products to Nou’s service department in writing as soon as possible after they occur. In your report, you must describe the observed symptoms as clearly as possible and state at least the type and serial number of the relevant Product.
20.4. In the event of a malfunction where the Product no longer functions, Nou aims to ensure that in 95% of malfunction reports, measured over a period of 6 months, a service technician is present at the installation address within the agreed Response Time.
20.5. All (parts of) Products that are replaced by Nou during the performance of the Service become the property of Nou.
Article 21. Service Fee
21.1. Nou provides the Service in return for the Fee agreed between you and Nou. If no specific Fee has been agreed, the Fee will be calculated on the basis of the rates and prices applicable at Nou at the time the Service is provided. Nou invoices the Fee periodically and for advance payments.
21.2. If the maximum period for which Nou has indicated it is willing to provide Service for a particular Product has been reached and you indicate that you wish to continue the Service Agreement, Nou may adjust the Fee for the service based on the rates and conditions applicable at that time.
21.3. The following costs will be charged to you separately, at the rates and prices applicable at Nou at the time of performance:
a. work carried out on the basis of instructions given by or on behalf of you that do not fall under the Service;
b. work resulting from circumstances arising from your failure to comply with the Agreement and/or these Terms and Conditions;
c. work carried out outside Office Hours at your request;
d. service requests which, in hindsight, were made by you without sufficient grounds;
e. delays, for example if a service technician is unable to start or continue their work for a reason attributable to you;
f. Consumables, insofar as (i) the Agreement provides that Nou supplies Consumables to you, and (ii) your consumption exceeds the agreed maximum monthly consumption;
g. additional costs if the installation address is not located on the Dutch mainland, such as extra travel time and transport-related costs.
21.4. The Fee stated by Nou for the Service applies for a period of 12 months. Nou determines the Fee in advance for each subsequent 12‑month period and informs you of this at least 2 months before the intended effective date of the new Fee. If this adjustment results in an increase of the monthly Fee by more than 15% compared to the previously applicable monthly Fee, you may terminate the Service Agreement in writing with effect from the intended effective date of that increase. In calculating this percentage, the following are disregarded:
a. costs charged to you pursuant to Article 3 or Article 21.3; and
b. increases in the Fee for Service beyond the maximum period for which Nou has indicated it is willing to provide the Service.
21.5. In the event of a transfer of a Service Agreement relating to Products purchased by you to a third party, whether or not after expiry of the term, Nou is entitled to charge you separately for the costs of Consumables at the rates and prices applicable at that time.
Article 22. Counter Readings
22.1. The Fee for the Service may also be based on counter readings. If the Fee is based on Counter Ticks, the following agreements apply:
a. The calculation of the Fee is initially based on counters in or on the Products that register Counter Ticks. Nou may automatically read the counter readings remotely. However, this does require a secure connection between your Work Environment and Nou’s servers. You are responsible for ensuring that this connection is established and maintained;
b. If automatic reading is not possible, you must enter the counter readings on the last working day of each (Service) period via the website provided by Nou for this purpose, or submit them in another manner specified by Nou (such as by email);
c. If remote automatic reading is not possible and you have not (timely) provided the counter readings to Nou, Nou may estimate the number of Counter Ticks and calculate the Fee based on that estimate.
22.2. If a counter of a Product becomes defective, you must report this to Nou as soon as possible, but in any event within 8 Office Hours after discovering the defect. Nou, or a third party engaged by Nou, will repair the defect within the agreed Service Levels. For reports of defective counters outside the aforementioned period, Nou will make an estimate as provided in Article 22.1.
Article 23. Lease Fee
23.1. The Fee payable by you consists of a fixed and a variable component. The fixed part covers the lease of the equipment and a pre-agreed basic number of prints. For prints exceeding this basic quantity, you will be charged an additional (variable) Fee.
23.2. The Fees for the lease always apply for a period of 12 months. Nou determines the Fees in advance for each subsequent 12‑month period and informs you of this at least 2 months before the intended effective date. If this adjustment results in an increase of the monthly Fee by more than 15% compared to the previously applicable monthly Fee, you may terminate the Lease Agreement in writing with effect from the intended effective date.
23.3. The fixed component of the Fee is payable quarterly (every 3 months) in advance.
23.4. The variable component of the Fee is payable in arrears for the period agreed in writing between you and Nou. The variable Fee is in principle invoiced to you separately on a monthly basis. If fewer prints are made in a given period than the agreed basic number of prints, no settlement or refund will take place.
23.5. If the calculation of the number of prints you have made is based on counters in or on the Products, the provisions of Article 22 shall apply accordingly.
23.6. Nou may require you to pay a deposit. No interest is paid on this deposit. At the end of the Lease Agreement, the deposit will be set off against any outstanding claims Nou has against you at that time.
Article 24. Ownership and Risk in Lease Agreements
24.1. During the term of the Lease Agreement, the Products remain the property of Nou at all times. If you or a third party installs or adds components in or to the Products, those components also become the property of Nou. You cannot claim any compensation from Nou in this respect.
24.2. Throughout the term of the Lease Agreement, you must ensure that the Products are properly and adequately insured, at the very least against risks such as loss, theft, damage, fire and water damage.
24.3. If any of the following situations arise, you must immediately notify Nou by telephone:
a. the Products have gone missing;
b. the Products (may) have been stolen;
c. the Products have been destroyed; and/or
d. the Products have been damaged or have caused damage to third parties.
24.4. After this telephone contact, you must confirm the report in writing as soon as possible (for example by email or registered letter), providing as complete a description as possible of the incident and the resulting damage.
24.5. In the event of (suspected) theft of the Products, you must immediately file a police report. A copy of the police report must be sent to Nou.
24.6. Loss, theft or damage to the Products does not entitle you to amend, terminate or dissolve the Lease Agreement. In that case, all obligations towards Nou under the Lease Agreement, including your payment obligations, remain in full force and effect.