Purchase Terms & Conditions
These Purchase Terms & Conditions (the “Purchase Terms”) govern any order, purchase or commercial transaction carried out through the NOVOFABRIC platform (the “Platform”). These Purchase Terms apply whenever a buyer places an order for products through the Platform and form a legally binding agreement between the buyer and NOVOFABRIC in relation to such transaction. These Purchase Terms apply exclusively to B2B transactions. By placing an Order, the Buyer confirms it acts in the course of its professional or commercial activity.
In the event of any conflict or inconsistency between the General Terms & Conditions governing use of the Platform and these Purchase Terms, these Purchase Terms shall prevail with respect to all matters relating to orders, purchases, payments, delivery, disputes and transactions.
1. Scope and Definitions
For the purposes of these Purchase Terms, a “Buyer” refers to the business user purchasing products through the Platform, acting exclusively within its professional activity. A “Seller” refers to the supplier making products available through or in connection with the Platform. An “Order” refers to a purchase request submitted by a Buyer for specific products under defined commercial terms.
“Order Confirmation” means NOVOFABRIC’s written confirmation of an Order (via the Platform and/or email), which may include delivery terms, Incoterms® 2020 (if applicable), Acceptance Window, price, and any specific conditions.
“Non-conformity” means a material deviation from the specifications expressly confirmed in the Order Confirmation (e.g., composition, width, weight, colour/shade within agreed tolerance, quantity/metrage, or material defects), excluding industry-standard tolerances unless otherwise agreed in writing.
“Shipped” means handed over to the carrier, as evidenced by transport documentation (e.g., CMR/AWB or equivalent).
“Title” means legal ownership of the Products. Title to the Products shall pass from NOVOFABRIC to the Buyer only upon full payment of the relevant Order, unless otherwise expressly stated in the Order Confirmation.
Any deposits, advance payments or staged payments shall be as expressly stated in the applicable Order Confirmation and shall be binding for that transaction.
The “Acceptance Window” refers to the period following confirmed delivery during which the Buyer may inspect the products and notify any alleged non-conformity, as specified in the Order confirmation. A “3PL” refers to any third-party logistics provider engaged to transport, store, handle or deliver products in connection with an Order.
2. NOVOFABRIC’s Role in the Transaction
For confirmed transactions, NOVOFABRIC acts as principal (merchant) and contractual seller of the Products to the Buyer. This means that NOVOFABRIC may purchase the products from the Seller and subsequently resell them to the Buyer as part of a single integrated transaction facilitated through the Platform.
In such cases, NOVOFABRIC shall be the contracting party vis-à-vis the Buyer, and the invoice issued to the Buyer may be issued by NOVOFABRIC without disclosure of the Seller’s identity or details. NOVOFABRIC may disclose Seller details where required by law, tax, customs or regulatory authorities, or where strictly necessary for dispute resolution.
NOVOFABRIC’s specific role in each transaction shall be reflected in the Order confirmation, invoice and/or other transaction documentation.
3. Product Information and Availability
All product descriptions, specifications, technical details and images made available through the Platform are provided for informational purposes only and may reflect industry-standard tolerances and variations. Only the specifications expressly confirmed in the Order Confirmation shall be binding for the relevant transaction.
As contractual seller, NOVOFABRIC is responsible vis-à-vis the Buyer for conformity of the Products with the specifications expressly confirmed in the Order Confirmation. NOVOFABRIC may exercise recourse against the original Seller under separate supply arrangements, without prejudice to the Buyer’s rights against NOVOFABRIC.
Product availability is not guaranteed until an Order has been expressly accepted by NOVOFABRIC. NOVOFABRIC reserves the right to modify, substitute or withdraw products from the Platform at any time prior to Order confirmation without incurring liability.
4. Pricing, Fees, Taxes and Duties
Prices, applicable currency and any platform fees, commissions or commercial margins applicable to an Order are displayed during the checkout process or set out in the Order confirmation. Unless explicitly stated otherwise in writing, all prices exclude customs duties, import or export taxes, value-added tax (VAT), excise duties and any other governmental charges.
Unless otherwise stated in the Order Confirmation, prices do not include transport, insurance or handling costs.
The Buyer shall be solely responsible for the payment of such duties and taxes and for providing any information, documentation or identification required by customs authorities, carriers or logistics providers.
NOVOFABRIC reserves the right to correct any obvious pricing errors and to cancel or adjust an Order affected by such errors, even after an Order has been placed, provided that the Buyer is promptly informed.
5. Order Acceptance and Formation
An Order shall only become binding once NOVOFABRIC has issued an explicit acceptance or confirmation through the Platform or in writing. NOVOFABRIC reserves the right to refuse or cancel Orders prior to confirmation for reasons including stock unavailability, pricing errors, fraud prevention, compliance requirements or operational constraints.
No contractual obligation shall arise until such acceptance has been issued.
6. Payments and Release of Funds
The Buyer shall pay the full purchase amount to NOVOFABRIC in accordance with the payment terms agreed for the specific transaction.
NOVOFABRIC shall hold the funds and release payment to the Seller following confirmed delivery of the products and the absence of unresolved disputes, or following resolution of any dispute. Payments are processed through authorised payment service providers. NOVOFABRIC does not provide regulated payment services.
Amounts collected by NOVOFABRIC on behalf of Sellers do not constitute NOVOFABRIC revenue, except for any commission or service fee expressly agreed.
7. Logistics, Delivery and 3PL Providers
NOVOFABRIC coordinates logistics through third-party logistics providers. Delivery dates and transit times are estimates only.
The Buyer is responsible for ensuring that delivery details are accurate and complete.
8. Inspection and Acceptance of Products
The Buyer shall inspect the products immediately upon delivery. If the Buyer considers that the products are non-conforming, the Buyer must notify NOVOFABRIC in writing within the applicable Acceptance Window.
Any non-conformity claim must include sufficient documentary evidence (including photographs, roll/lot identification and delivery documentation). Where damage is apparent upon delivery, the Buyer must record a written reservation on the carrier’s delivery note.
If the Buyer fails to notify NOVOFABRIC within the Acceptance Window, the products shall be deemed accepted.
9. Disputes and Resolution
Where a non-conformity is reported, NOVOFABRIC may open a dispute and shall control the dispute resolution process.
NOVOFABRIC may request information from the Buyer, the Seller and any involved third-party logistics provider. Dispute resolution outcomes may be influenced by applicable 3PL terms and conditions.
Products subject to dispute must not be used, cut, transformed or resold until resolution. NOVOFABRIC may arrange inspection by an independent expert. Possible outcomes include replacement, price reduction, partial refund or rejection of the claim based on the evidence.
10. Returns and Refunds
Unless expressly agreed otherwise in writing, Products are non-returnable. This does not affect the Buyer’s right to raise a valid non-conformity claim within the Acceptance Window in accordance with Section 8.
11. Prohibited Products and Legal Compliance
The Platform may not be used for unlawful products. Users must comply with applicable laws.
12. Limitation of Liability
NOVOFABRIC’s aggregate liability is limited to the amounts actually paid by the Buyer to NOVOFABRIC for the relevant Order. Nothing herein excludes liability for wilful misconduct or gross negligence or any liability that cannot be excluded under mandatory law.
13. Force Majeure
NOVOFABRIC shall not be responsible for delays due to events beyond its reasonable control.
If a force majeure event continues for more than thirty (30) days, either party may terminate the affected Order without liability, subject to payment for Products already delivered and non-recoverable costs incurred.
14. Governing Law and Jurisdiction
These Purchase Terms are governed by Spanish law. Courts of Madrid have exclusive jurisdiction.
The parties expressly waive any other jurisdiction that may correspond to them, unless mandatory law provides otherwise.