GTCs at Novu Office AG

 

Part A: General provisions

1. subject matter of the contract

• These General Terms and Conditions (GTC) form the framework for the contractual relationship between Novu Office AG (hereinafter referred to as "Novu Office") and its customers. They apply exclusively to entrepreneurs who act as natural or legal persons or partnerships with legal capacity in the exercise of their commercial or independent professional activity. Novu Office does not offer its services to consumers. In the case of legal transactions with natural persons, Novu Office assumes that the contract has been concluded for commercial purposes. [Alternatively or cumulatively:] The customer is obliged to inform Novu Office if the contract is not concluded for commercial purposes. The contract shall be signed by an authorized person acting on behalf of the respective company in order to ensure legal binding.
• Novu Office specializes in the rental and sale of office equipment, electronic goods and other items ("rental items"). The goods are provided to the customer for use in return for payment, sold after rental or offered directly. These General Terms and Conditions (GTC) apply to all three types of transactions.
• The provisions of an individually agreed contract between the parties shall take precedence over these GTC. However, these GTC shall apply in addition.
• Novu Office is authorized to use third parties to carry out its contractual obligations.

2. offer process and conclusion of contract

• Offers from Novu Office are always non-binding and subject to change. Any calculations, drawings and other documents provided as part of the offer are for the sole purpose of providing information to the customer and do not contain any guarantees or assumption of a quality guarantee with regard to the products or services described. Certain characteristics of the goods shall only be deemed to be guaranteed by us if we have expressly confirmed this in writing.
• The contract only becomes effective and legally valid when the offer is signed by an authorized representative.

• We reserve the full right of ownership and exploitation of the documents provided in accordance with copyright law. These documents may only be passed on to third parties with our prior written consent.

• If the order is not placed with us, these documents must be returned to us immediately at our request.
• Deviating terms and conditions of the customer shall only apply if the provider expressly agrees to them in writing.

3. prices and terms of payment

• The rent and possible additional costs to be paid by the customer are based on the written signed rental agreement between Novu Office and the customer, which is based on Novu Office's offer.
• If a delivery is made during the current month, the rent for the first month is calculated pro rata for the days on which the furniture is available to the customer.

• The prices quoted are net prices and do not include the statutory VAT of currently 8.1%, which is shown separately.

• In addition to the prices stated, logistics costs will be charged separately. These are made up of the actual costs incurred and generally amount to 5-10% of the list price per delivery or collection, although this may be higher or lower depending on the delivery location and product selection.
• The costs for delivery and service are due with the first installment.
• Unless otherwise specified, all invoices are payable within twenty (20) days of the invoice date or delivery of the goods, whichever occurs later. Should the customer be in default of payment, Novu Office reserves the right to charge a fee of CHF 40 for each reminder as well as default interest in accordance with the statutory provisions.

• The prices listed are valid until the date specified by Novu Office. Prices may be adjusted after this date due to changes in the prices charged by manufacturers and other service providers.
• Please note that all prices are quoted excluding VAT and shipping costs, unless otherwise stated. Errors and omissions excepted.

4. delivery and installation

• Goods are delivered in accordance with the production cycles and availability specified by the manufacturer. The usual delivery time for new furniture is eight to ten weeks. Compliance with the delivery period is dependent on correct and punctual delivery by our own suppliers. Should delays occur, the customer will be informed immediately. Upon conclusion of the contract, the customer expressly waives the right to assert claims for damages against Novu Office due to delayed delivery.
• Novu Office undertakes to deliver the ordered items on the agreed date and to install them at the agreed location. The customer must ensure that the delivery is received at the agreed time and that the installation is made possible.

• Furthermore, the customer is obliged to support Novu Office to a reasonable extent in the execution of its contractual obligations and to create the conditions for proper order processing. This includes in particular the provision of necessary information, ensuring access and appropriate working conditions for the installation of the rental items.
• If the customer fails to meet these requirements, Novu Office reserves the right to store the items at the customer's expense and to charge the customer for the cost of the failed delivery or installation. However, this provision does not apply if the client is not responsible for the failure. Repeated breaches of these obligations entitle Novu Office to terminate the contract. In the event of termination due to repeated breach of duty by the customer or for other important reasons, Novu Office will invoice the customer for the costs incurred up to that point, including rental costs and possible logistics costs.

5. condition, handling and relocation of the rented items

• The furniture provided will be delivered in perfect condition. Any manipulation or modification of the furniture is strictly prohibited without the express written permission of Novu Office.
• Novu Office must be informed immediately by telephone or in writing if any defects are found in the rented items. Novu Office will immediately take measures to rectify the defect or replace the rental item concerned. If it is not possible to rectify the defect or no replacement is available, the rental amount for the rental item concerned will be reduced accordingly. Any further claim for damages on the part of the customer is excluded.

• The tenant is responsible for normal cleaning and maintenance during the rental period.

• If the rented items are damaged, altered or lost during the rental period, the tenant is liable for compensation. This does not apply to damage in the form of normal signs of use. For the purpose of this provision, normal signs of use are defined as slight visual or functional changes to the rented item that result from everyday use, wear and tear, ageing or use under normal conditions and in accordance with the contract and that do not impair the functionality of the rented item and only slightly impair its appearance. Examples of normal signs of use may include minor signs of wear and tear on furniture surfaces, minor discoloration or small and superficial scratches.
• Signs of wear and tear are considered unusual if they are due to improper handling of the rented property, use not in accordance with the contract, intentional damage or an accident. An accident is any sudden, unintentional, damaging effect of an unusual external factor on the rented property. In such cases, Novu Office has a claim against the renter either for reimbursement of the repair costs or compensation for the value. The compensation is calculated on the basis of the list price of the rental item concerned less the rental fees already paid. Damage that is not considered to be extraordinary signs of use are in particular
  • (Ab)tears, cuts and cracks, e.g. in textiles, plastic or glass
  • Deformations of any kind, e.g. dents in metal, compression of wooden and plastic parts, deformation due to heat
  • Any form of breakage (e.g. table corners, chair backs)
  • Changes and damage due to moisture, e.g. mold, deformation, discoloration
  • Burn marks/holes
  • Clearly visible (discoloration)
  • Replacement or missing parts
  • Paint damage, e.g. caused by knocks
  • Strong odor, e.g. due to fire/smoke
  • Damage caused by the use of indoor furniture outside enclosed spaces, e.g. due to moisture or contact with dirt
  • Change in materials, e.g. through contact with acids or other substances
  • Damage to electronics, e.g. due to liquids, dropping or incorrect use

• The rented items may not be passed on to third parties without the prior written consent of Novu Office.

• The rented items are to be used exclusively at the address specified in the rental agreement. Novu Office must be informed immediately in writing of any changes to the location of the rental items, such as a move. If the rented items are used by the customer outside the agreed location, the customer is fully liable for any type of damage or reduction in value of the rented items, in particular also for coincidence and force majeure events.

6. withdrawal procedure

• The customer undertakes to ensure that Novu Office can dismantle and collect the goods on the agreed return date during normal business hours.
• The customer is obliged to support Novu Office in the execution of its contractual obligations to a reasonable extent and to create the necessary conditions for proper order processing. This obligation to provide support also exists in the event of extraordinary termination of the contract by Novu Office. In such cases, the customer is obliged to take the necessary measures to ensure the proper handling of the termination, including the return of the rental items. If the customer refuses to provide the necessary support or if this support is inadequate, Novu Office is entitled to take immediate substitute action at the customer's expense in order to carry out the return procedure.

7. assignment of claims

• Novu Office reserves the right to sell outstanding claims against the customer to third parties. The customer hereby agrees to such a right of assignment. An assignment of the customer's claims to third parties is only permitted with the prior written consent of Novu Office.

8. liability of Novu Office

• Novu Office is liable for damages caused by intent or gross negligence, including intent or gross negligence on the part of its representatives or vicarious agents.
• Novu Office is not liable for slightly negligent and moderately negligent damages.

• Insofar as the liability of Novu Office is excluded or limited, this also applies to the personal liability of its employees, workers, staff, representatives and vicarious agents.

• The customer's claim to a rent reduction due to a defect shall lapse six months after delivery of the goods.

9. termination of the contract

• Both contracting parties have the right to terminate the contract within one month of the expiry of the minimum contract term, in each case at the end of the following month. Ordinary termination is excluded during the minimum contract term. Novu Office has the right to terminate the contract extraordinarily for good cause without notice. In particular, the following are recognized as important reasons:
  • A significant deterioration in the tenant's financial situation,
  • Direct debits that cannot be honored or late payment of more than one monthly installment,
  • Enforcement measures directed against the tenant,
  • Improper and unlawful use of the rented property.
• Effective termination of the contract must be in writing. The date of receipt of the notice of termination by the recipient is decisive for the date of termination.
• Upon receipt of a termination notice, Novu Office will contact the customer to coordinate the return of the rented furnishings. The customer is obligated to cooperate in scheduling the appointment and must respond to Novu Office's contact attempts within 10 calendar days at the latest. The return date is to be determined jointly and must generally take place no later than the end of the notice period, unless the parties agree otherwise.
• If the customer fails to fulfill their duty to cooperate or prevents the scheduling of an appointment or the return of the rental furniture, the contract end date will be postponed accordingly. The rental agreement remains in effect until the successful return of the rental furniture, and the agreed-upon rental fees continue to be owed until that time.

• In the event of termination of the contract by the client before the end of the agreed minimum contract term, Novu Office reserves the right to claim damages in the amount of all outstanding monthly installments up to the end of the original contract term.

10. changes to the GTC and data protection provisions

• Novu Office reserves the right to amend these GTC at any time. The amended GTC will be sent to the customer by e-mail to a contact person, whereupon the customer will be given a period of one month from delivery to raise any objections. If the customer does not object to the amended GTC within the deadline, the amended GTC shall be deemed to have been accepted.
• In the event of an objection to the amended GTC, Novu Office has the right to terminate the contract.

11. place of jurisdiction

• These GTC are subject to Swiss law.
• Unless otherwise agreed in the GTC, the provisions of the Swiss Code of Obligations (Art. 253 et seq. CO) shall apply.

• The place of jurisdiction for all disputes arising from or in connection with these GTC is the registered office of Novu Office.

Part B: Subscription model

Rental period and payment modalities

• The rental agreement under the subscription model is concluded for an indefinite period. Novu Office and the lessee shall reach an individual agreement on the duration of the minimum contract term. If no such agreement has been made, a term of four years applies (minimum contract term).
• At the end of the minimum contract term, the contract is automatically extended by one month. Cancellations are possible at the end of each quarter (March 31, June 30, September 30, December 31) with a notice period of one month.

• In the event of termination of the contract by the client before the end of the agreed minimum contract term, Novu Office reserves the right to claim damages in the amount of all outstanding monthly installments up to the end of the original contract term.

Retention of title, change/return of furniture and extensions

• The customer does not acquire ownership of the rented items through the rental agreement. A right to acquire the rented items is generally excluded.
• At the end of one year, the customer has the right to request The customer is entitled to replace individual or all rental items with new rental items at the end of the first year, whereby the customer shall bear any logistics costs arising from an exchange. Changes are only possible at the end of each quarter.
• The minimum period of use per product is one year, i.e. a product can be exchanged or returned after one year at the earliest. An exchange must have functional reasons, i.e. a product exchange based on e.g. changed color preferences is not possible. to replace individual or all rental items with new rental items on an annual basis, whereby the customer shall bear any logistics costs arising from an exchange.
• The return of rental items is generally possible and the monthly installment will be adjusted in the event of a return up to a minimum amount of 80% of the initial monthly installment. This means that 80% of the initial monthly installment is the minimum monthly fee for the period of four years that customers undertake to pay. This minimum fee is also decisive for claims for damages in the event of early termination.
• The addition of further rental items is possible at any time, but the client has no fundamental right to an extension. In the event of an extension, Novu Office reserves the right to adjust the prices to the current circumstances.
  In addition, the following rule applies: If the monthly installment of the extension
• 50% of the original monthly installment, or
• the value of the goods (based on the list price) of the extension exceeds the value of CHF 100,000,

this is regarded as the conclusion of a new contract, which in turn requires a minimum term of four years, starting from the delivery date of the rental items of the extension.

Part C: Rental model

1. rental period and payment modalities

• The minimum contract term in the rental model is one year. If the contract is not terminated, it is automatically extended by a further quarter.
• When the rental agreement is concluded, the rent for the first contractual year must be paid in advance. After the end of the first contract year, the rent must be paid quarterly in advance.

2. options after expiry of the minimum contract term and purchase of rental items

• At the end of the minimum contract term of one year, the Lessee has the option of a) returning the rental items to Novu Office, b) extending the rental contract or c) purchasing the rental items, provided this has been expressly agreed between Novu Office and the Lessee.
• When purchasing the rental items under the rental model, rental fees already paid up to 90% are credited against the purchase price. The purchase price must be paid within 20 days of conclusion of the contract.

Part D: Purchase agreement

1. reservation of title

• Novu Office retains title to the goods sold until all claims arising from an ongoing business relationship have been settled in full.
• In the event of breach of contract by the customer, such as in particular default of payment, incorrect information on creditworthiness or the initiation of insolvency proceedings, Novu Office is entitled, after setting a reasonable deadline, to withdraw from the contract and to demand the return of the goods, provided that the consideration has not yet or only partially been provided by the customer.

2. payment modalities

• The customer shall pay the full purchase price within 14 days of receipt of the purchased goods or the invoice.
• If the payment deadline is exceeded, the customer shall be in default.

3. transfer of risk

• The risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon handover or, in the case of shipment, upon delivery to the commissioned transport service provider.
• If the customer refuses or delays acceptance, this shall be deemed equivalent to handover.

4. defects in the goods sold

• The warranty is excluded for defects in used goods. In the case of defects in new goods, the customer's statutory warranty rights shall apply.
• In the event of defects in the goods sold, Novu Office has the right to choose between repair or replacement. The customer is entitled to further warranty rights under the statutory conditions.

• Obvious defects in the delivered goods must be reported by the customer within two weeks of receipt of the goods. Failure to comply with this deadline shall exclude the assertion of warranty claims. An effective complaint must be made in writing. The date of receipt of the complaint by Novu Office is decisive for the time of the complaint.

  Zurich, January 2023