Legal

General Sales Terms and Conditions for Business Customers (B2B)

NOIDS B.V. · KvK 75279606 · VAT NL860220680B01 · Last updated 7 July 2026 · Governed by Dutch law

These terms apply to all sales made by NOIDS B.V. ("NOIDS") to business customers, including through business.noids.co. They are intended for approved resellers, distributors and trade partners, not consumers; statutory consumer rights (including the 14-day right of withdrawal) do not apply. Where a signed Sales Agreement or an issued pricelist exists, its terms prevail over these website terms in the event of any conflict.

1. Scope

These terms apply to all sales unless otherwise specified in a separate Sales Agreement. Any conflicting terms in a purchase order issued by the Buyer are overridden by these terms. Changes to these terms are valid only when agreed in writing by an officer of NOIDS.

2. Orders

Orders are placed in writing (including via the website) and are effective only once confirmed by NOIDS. A delivery-date window is arranged on confirmation. The Sales Agreement may be terminated if the Buyer does not purchase NOIDS products for an extended period (more than six months).

3. Prices, taxes and quotations

Prices follow the Buyer's assigned pricelist, are exclusive of VAT and shipping, and are subject to change without notice. For valid intra-EU VAT-registered buyers, the reverse-charge mechanism applies where legally available. Taxes, duties and shipping are payable by the Buyer.

4. Payment

Payment terms are Cash Before Delivery (C.B.D.) by default, unless other terms are agreed in writing for the account. Unpaid balances accrue statutory commercial interest, and reasonable extrajudicial collection costs and legal expenses are borne by the Buyer. The Buyer may not suspend payment or set off amounts without NOIDS's written consent.

5. Delivery

NOIDS may select the delivery service and quotes the delivery price in advance. Products may be delivered in one or more consignments, with additional shipping and packaging costs borne by the requesting party. NOIDS is not liable for loss arising from delivery delays. Delivery typically occurs within two weeks where stock is available, or within an agreed delivery window.

6. Non-conforming delivery and risk of loss

The Buyer must report visible defects, quantity shortages or incorrect shipments within seven (7) days of receipt. Risk of loss and title to the Goods transfer to the Buyer when the Goods are placed with a transport agent.

7. Order cancellation

Orders cannot be cancelled or modified without NOIDS's prior written consent. NOIDS may cancel unfulfilled orders if the Buyer becomes insolvent or is unable to meet its financial obligations.

8. Limited warranty

Products are warranted to be free from manufacturing defects and to conform to specifications for 24 months from purchase, in line with EU Directive 2019/771. NOIDS may, at its option, repair, replace or issue credit for non-conforming products within the warranty period. The warranty is exclusive and NOIDS has the final determination on defects. Warranty handling follows the Warranty and B2B Returns and Refunds policies, which form part of these terms. The warranty does not cover misuse, accidental damage, normal wear or unauthorised modification.

9. Limited liability

Neither party is liable for incidental or consequential damages. NOIDS's liability is limited to the contractual value of the products concerned. Nothing excludes liability that cannot be excluded under mandatory Dutch law.

10. Resale policy

The Buyer shall not sell, resell or trans-ship NOIDS products to unauthorised retail outlets. Selling NOIDS products on online marketplaces, such as Amazon, without NOIDS's written consent may result in discontinuation of the parties' agreement.

11. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control. During such events, obligations are suspended.

12. Confidential information

Both parties shall protect the confidential information of the other and use it only to perform the Agreement.

13. Intellectual property

NOIDS's brand, products, designs and content are its intellectual property. No third-party trademarks may be applied to NOIDS products. The Buyer may use NOIDS materials only as authorised for resale.

14. Data protection

NOIDS processes personal data in accordance with its Privacy Policy and the GDPR (AVG).

15. Waiver and applicable law

Failure to enforce a right does not waive it. These terms are governed by Dutch law. Disputes may be settled amicably or submitted to the competent Dutch court, including the Netherlands Commercial Court (NCC).

16. Final provision

The Sales Agreement, together with the applicable pricelist and these terms, is the final expression of the agreement between NOIDS and the Buyer regarding NOIDS products.

Contact

NOIDS B.V., Hoofdstraat 142, Schijndel, the Netherlands · sales@noids.co