NOVOFABRIC TERMS & CONDITIONSThese General Terms & Conditions (the “Terms”) govern access to and use of the NOVOFABRIC website and digital platform (the “Platform”). The Platform is operated as a business-to-business digital environment and is intended exclusively for professional users.

 

These Terms also apply, where relevant, to Users who access the Platform without registering. Transaction-specific conditions are governed by the applicable Purchase Terms & Conditions.By accessing, browsing, registering or otherwise using the Platform, the user acknowledges that they have read, understood and fully accept these Terms, which constitute a legally binding agreement between the user and NOVOFABRIC.

 

If the user does not agree with these Terms in their entirety, they must refrain from accessing or using the Platform.For Orders, Users must expressly accept the applicable Purchase Terms & Conditions at checkout (e.g., by ticking a checkbox).NOVOFABRIC may amend, update or replace these Terms at any time. Material changes will be communicated through the Platform or by email where feasible.

 

The version published on the Platform at the time of access or use shall apply, provided that amendments shall not affect Orders already confirmed, unless required by law or for security/compliance reasons.

 

1. About

 

NOVOFABRIC For the purposes of these Terms, “NOVOFABRIC” refers to the Platform operator identified below. NOVOFABRIC operates in Spain and provides the Platform exclusively to professional users. Legal notice (LSSI-CE): The Platform is operated by [FULL LEGAL NAME / COMPANY NAME], [NIF/CIF], with address at [ADDRESS], email: [EMAIL], phone: [PHONE].

 

Where NOVOFABRIC is operated pending incorporation, the person/entity indicated above acts as operator and responsible party until full incorporation details are published NOVOFABRIC may assign or transfer its rights and obligations under these Terms to an affiliate or successor entity, provided that such transfer does not materially reduce Users’ rights and Users are notified through the Platform or by email.

 

2. Purpose and Nature of the Platform

 

NOVOFABRIC is a controlled-access business-to-business digital platform designed for professionals operating within the textile industry. The Platform enables users to access product listings and to engage in professional transactions involving fabrics and related textile goods (the “Products”).NOVOFABRIC provides the commercial, payment and operational framework through which such transactions are structured, confirmed and executed. For commercial, operational and risk-management purposes, NOVOFABRIC may act as principal (merchant) in certain transactions, purchasing Products from suppliers and reselling them to buyers, as further detailed in the applicable Purchase Terms & Conditions.

 

The contractual structure applicable to each transaction (including whether NOVOFABRIC acts as principal or intermediary) shall be defined in the applicable Purchase Terms & Conditions and the relevant Order confirmation.The Platform does not provide consumer-facing services and may not be used for personal or domestic purposes. Accordingly, consumer protection rules (including statutory withdrawal rights for consumers) do not apply.

 

3. Eligibility

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Legal Capacity and Professional use Access to and use of the Platform is strictly limited to business users, including companies and self-employed professionals, acting exclusively within the scope of their professional or commercial activity.

 

By using the Platform, the user represents and warrants that it has full legal capacity, is duly authorised to bind the entity on whose behalf it acts, and that all actions performed through the Platform are carried out in a professional, non-consumer capacity. Users undertake to provide and keep updated any tax/VAT identification information required for invoicing and compliance purposes.NOVOFABRIC reserves the right to request evidence of professional status or authority and to restrict or terminate access where such evidence is not satisfactorily provided.

 

NOVOFABRIC may suspend access or transaction capabilities until verification is completed to its reasonable satisfaction.

 

4. Account Registration

 

Accuracy of Information and SecurityAccess to certain features of the Platform may require the creation of a user account. Users undertake to provide information that is accurate, complete and up to date. Users shall immediately notify NOVOFABRIC of any unauthorized access or suspected breach affecting their account.Users are responsible for maintaining the confidentiality and security of their access credentials and for all activities carried out through their accounts.

 

NOVOFABRIC shall not be liable for losses arising from the User’s negligent failure to safeguard access credentials or to keep account information accurate and up to date.

 

5. Acceptable 

 

Users undertake to use the Platform in a lawful, professional and diligent manner and not to engage in fraudulent, abusive or unlawful conduct.

 

Without limitation, Users shall not:

 

(i) use the Platform to upload or transmit unlawful, infringing, harmful or fraudulent content;

 

(ii) interfere with the Platform’s security features, introduce malware, or attempt unauthorised access;

 

(iii) scrape, crawl or harvest data from the Platform by automated means without NOVOFABRIC’s prior written consent;

 

(iv) reverse engineer, decompile or attempt to derive the source code of the Platform;

 

(v) impersonate any person or entity or misrepresent affiliation.

 

NOVOFABRIC may suspend or terminate access where it reasonably considers that a user has breached these Terms or poses a legal, regulatory or reputational risk. NOVOFABRIC may also suspend transactions where required for legal or regulatory compliance (including sanctions, fraud prevention or verification processes).

 

6. Intellectual Property

 

According to the rights and  all elements of the Platform, including software, databases, text, images, trademarks and logos, are owned by or licensed to NOVOFABRIC and are protected by applicable intellectual property laws.

 

No intellectual property rights are transferred to users under these Terms. NOVOFABRIC grants the User a limited, non-exclusive, non-transferable right to access and use the Platform solely for its internal business purposes in accordance with these Terms.

 

7. Third-Party Services and Logistics Providers

 

The Platform may integrate or coordinate services provided by independent third parties, including payment processors and third-party logistics providers (“3PLs”). Use of third-party services may be subject to the relevant third party’s terms and policies.NOVOFABRIC does not control such third parties and shall not be responsible for their acts or omissions, except where liability is imposed by mandatory law.8. Availability and ModificationsThe Platform is provided on an “as is” and “as available” basis.

 

NOVOFABRIC does not guarantee uninterrupted or error-free availability. NOVOFABRIC may modify, suspend or discontinue any part of the Platform at any time for technical, operational or commercial reasons.

 

9. Limitation of Liability

 

To the maximum extent permitted by applicable law, NOVOFABRIC shall not be liable for any indirect, incidental or consequential damages, including loss of profits, loss of data or business interruption. NOVOFABRIC’s aggregate liability arising out of or in connection with these Terms shall not exceed the amounts paid by the User to NOVOFABRIC in the twelve (12) months preceding the event giving rise to liability, except in cases of wilful misconduct or gross negligence.

 

Nothing in these Terms shall exclude or limit liability for wilful misconduct or gross negligence, or any liability that cannot be excluded under mandatory law.

 

10. Personal Data

 

Personal data is processed in accordance with NOVOFABRIC’s Privacy Policy, which forms an integral part of these Terms. NOVOFABRIC acts as data controller for account-related personal data and may use processors in accordance with the Priva cy Policy.

 

11. Termination

 

NOVOFABRIC may restrict, suspend or terminate access to the Platform with immediate effect in the event of material breach of these Terms, legal obligation, fraud risk, verification failure, or protection of NOVOFABRIC’s legitimate interests.Termination shall not affect rights or obligations accrued prior to termination. Provisions intended by their nature to survive termination (including intellectual property, limitation of liability, and governing law and jurisdiction) shall remain in effect.

 

12. Governing Law and Jurisdiction

 

These Terms are governed by Spanish law. Any dispute arising out of or in connection with these Terms or the use of the Platform shall be subject to the exclusive jurisdiction of the courts of Madrid, Spain.

The parties expressly waive any other jurisdiction that may correspond to them, unless mandatory law provides otherwise.

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