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Naturalite Benelux BV
Filed with the Chamber of Commerce

Article 1. Relevance
1.1 The provisions of these conditions apply to all our offers, quotations and, whether or not on distance agreed transactions. The applicability of any purchase or other conditions of the client is explicitly rejected.
Deviations from these conditions are only binding when they  have been confirmed in writing.
1.2 If, for whatever reason (s) therefore, one or more of the conditions listed in this provision (s) wholly or partially void or voidable, the remaining provisions will remain in full force.

Article 2. Conclusion of the agreement.
2.1 All offers and other statements by the supplier are not binding. Past Discounts be deemed to be revoked after the release of a new offer.
2.2 The supplier has the right to be bound to a contract subject to the received by the client signed copy of the quotation and / or order confirmation. When placing an electronic order by the client, the supplier has the right to its bound by an agreement conditional on its digital confirmation of that order.
2.3 For supplies, works and / or more work orders for which given their nature and limited size, no quotation or order confirmation is sent, the invoice will also serve as confirmation considered. In that case the invoice is considered the content of the agreement correctly and completely represent.
2.4 Samples, descriptions, images and publications are considered as an indication of the quality of the goods to be supplied to indicate. The delivered goods may however above samples etc. Deviation. Any deviations not give the customer the right receive or pay to refuse the goods, unless the deviation is so large that the client can not reasonably be expected to accept.
2.5 If an agreement has been concluded between a supplier and two or more clients these clients are jointly and severally liable for the obligations arising from the contract obligations.

Article 3. Conclusion of the agreement electronically.
3.1 The aforementioned provisions apply specifically if the client agreement brings electronically. The remaining provisions of these terms remain unaffected.
3.2 The supplier shall not be held prior to the conclusion of a contract by electronic means to the client to provide information on:
- The manner in which the contract will be concluded and in particular what actions are required are;
- Whether or not filing the agreement and how any archive for the client will be accessible;
- How the client to identify and correct input errors;
- The language in which the contract can be concluded;
- The conduct to which the provider is subject and the way they conduct the client can be consulted;
3.3 The supplier is not required to send a written receipt or order confirmation to the principal of an agreement concluded by electronic means. Without prejudice to Article 2.2 the agreement comes into effect after the electronic placing an order by the client.

Article 4. Delivery.
4.1 For orders up to £ 250, - net for shipment to an address in the U.K, an amount of £ 5 - freight charge. Orders above £ 250, - net for shipment to an address within the U.K are delivered free.
4.2 All delivery dates quoted by the supplier will, wherever possible, be observed, but these terms are not fatal. Exceeding delivery time shall, for any reason whatsoever, the supplier is not obliged to damages. The supplier is certainly never tied to delivery times, which no longer met may be due to non-attributable deficiencies referred to in Article 12 of these Conditions.
4.3 The supplier is entitled to deliver in parts. Deliveries to the supplier separately invoiced and the supplier has the right to demand payment before further supplies perform. Once delivered goods, even if they are not assembled and / or invoiced, are from the time they are unloaded from the means of transport at the place designated for full risk of the client, including the risk of loss, destruction or deterioration due to a fire, water damage, theft, vandalism, etc.
4.4 Returns without prior consultation and acceptance by us will be refused. Return to participate goods must be in original packaging and undamaged condition. Returns must be free be provided, unless otherwise discussed and risk of the client. Deduction of 15% of the net amount credited goods. Specially treated or manufactured materials or non-standard materials can not be returned.

Article 5. Prices.
5.1 The supplier will invoice based on the time of the provision of the contract in force rates, as determined by the supplier.
5.2 Unless otherwise expressly agreed otherwise, all prices always include VAT.
5.3 Should price increases may arise, for example in respect of commodities, exchange rates, materials, wages and / or governmental charges, then the supplier has the right to these price increases to the client to pass, so with the understanding that the client is authorized the agreement to cancel, when such increase (s) together account for more than 10% of the original order amount amount. If the client uses this possibility, Article 13 paragraph 1 of these conditions outside application.
5.4 Our prices are unit prices, excluding VAT and expressed in Pounds. Our prices include packaging, however pallets at an amount of £ 15, - per piece ex. VAT charged and after receive free return fully credited.

Article 6. Payment.
6.1 All payments must be made within 14 calendar days of the invoice date, without any deduction or off on any account whatsoever including settlement included with invoices from third parties. Debts is not allowed.
6.2 The supplier reserves the right at any time prior to payment, cash payment at pickup or delivery cash on demand.
6.3 All payments made by the client firstly serve to settle any interest and costs and then to pay the outstanding invoices, starting with the oldest invoice.
6.4 Event of late payment the client is legally in default and the supplier interest charge of 1% per month or part thereof from the date on which the invoice should have been paid. If the statutory commercial interest ad.art. 6:119 is higher, the client shall be payable to pay these higher interest
6.5 From the date that the client is in default, the supplier justice its claim (s) without notice to a collection agency to hand. The client is obliged to payment of extrajudicial collection costs of 15% of the total amount with a minimum from £ 250.00 per collection file and to pay all court costs.

Article 7. Suspension / termination / lien.
7.1 The supplier shall at all times be entitled to request the client sufficient collateral for the fulfillment of its payment and performance of the contract or any part thereof to suspend until the requisite security.
7.2 The supplier is entitled to further implementation of the agreement to suspend, if the client the payment terms or otherwise fails to comply with its obligations.
7.3 The supplier is entitled to between her and the principal existing agreements, including insofar as these have not yet been performed, without the intervention of the court to rescind if the Client is in default as a result of late or improper performance of its obligations and in case of (threatening) insolvency including whether and statutory debt moratorium, bankruptcy, when the shutdown or the liquidation of his company / practice or if the supplier is informed about serious arrears of client from other suppliers.
7.4 The effects of suspension and / or termination, including the resulting damage expense and risk of the client.
7.5 Suspension and / or termination to the payment of the principal of already delivered goods or works already carried unaffected. In such a situation, the claim of the supplier on what has already been delivered or has completed due immediately.
7.6 The supplier is entitled to all the property owned by the client, but on what way (yet) within the power of the supplier located within it until the client to all his or her obligations under any heading whatsoever against the supplier has met.

Article 8. Retention.
8.1 All the principal goods supplied remain the property of the supplier until all amounts supplier of the principal claim has been met.
8.2 In case the client a payment, not timely or not fully comply, he grants to the Supplier an irrevocable power of attorney to the delivered goods for hire the client to retrieve or do recall the place where they are located.
8.3 The customer is not permitted to pledge the goods, the property as security to transfer, or other matter such property rights.

Article 9. Temporary replacement equipment / components.
If the supplier, for example, because of a repair to be carried out or completion of an order, at the Client is responsible for the temporary replacement of equipment and / or parts, the supplier therefore entitled to the principal cost to charge, such as call cost and labor ( both for the delivery / installation and Retrieval / disassembly) and a user.
9.2 Replacement equipment and / or parts shall remain the property of the supplier and the client's first request of the supplier be returned or available for repossession be made as soon as the reason for the replacement was canceled.
9.3 To repair equipment and / or components, the reason for replacement of such equipment and / or components lapse if the client is a repair proposal of the supplier (whether or not originating of or done by the manufacturer) and received within a reasonable time has been accepted. If the client repair the proposal is accepted, is the reason for replacement lapse, once implementation is given to the proposal and to repair repairing equipment and / or parts on first request of the supplier at the latest within eight days to return or repossession available.
9.4 The client will be a good steward for the preservation and conservation of him by the supplier made available substitute equipment and / or provide replacement parts. If in the discretion of the supplier or the customer that provision is not duly fulfilled, the Supplier shall be entitled to all costs to restore the (return come) Replacement equipment and / or components to the client account.
9.5 If the client does not respond to a request from the supplier as specified in Article 9.2 or Article 9.3, or acts contrary to the provisions of Article 9.4 and the supplier then indicates to seeing the recovery of the replacement equipment and / or replacement parts, the principal is considered the replacement equipment and / or replacement parts from the supplier bought and receive have taken. In that case the client to the supplier purchase price at the rate of at least 80% of the then current list price of the appropriate equipment and / or parts. On a thus concluded agreement, the provisions of these conditions apply, including Article 5 (on prices) and Article 6
(On payment) and Article 8 (reservation of title).

Article 10. Advertising and warranty.
The client is obliged delivered immediately upon receipt to check for any deficiencies and / or defects. These deficiencies and / or defects, the client on the delivery and / or transport documents etc. (have) state or within 72 hours after receipt of the delivered promptly in writing to the supplier to make known, failing which the Client deemed all that has been delivered in good condition to have received.
10.2 Non-visible shortcomings or defects within 8 days after the client has the defect discovered or reasonably should have discovered, in writing to the supplier known to be made under penalty of forfeiture of any claim in respect, unless the term given the nature of the advertising reason to extend.
10.3 The warranty / advertising void if the specified user is not or not properly are followed, the goods are improperly handled or used or the use of the goods not in accordance with the regulations or instructions for use
10.4 Furthermore, there is no warranty if the defects are the result of normal wear, when to the delivered work performed by third parties or the goods within the warranty (on) sold or otherwise transferred to third party (ies).
10.5 The goods delivered by the supplier are never subjected to a further guarantee than guarantee that the supplier itself has obtained from those he has the goods concerned.
10.6 Under Article 7.2 of these conditions, the supplier shall be entitled to suspend the performance of his guarantee obligations to suspend until the client himself his obligations to the supplier fulfilled.

Article 11. Defeciencies or liability.
In the event of culpable shortcomings of the supplier in the performance of the contract will the client the supplier the opportunity, within a reasonable period agreed performance still to be performed. In that case, the supplier agreed performance still carried the supplier never to additional compensation of any kind held.
11.2 If the client can not reasonably be expected to fulfill the supplier yet the opportunity to establish or supplier definitively fails, the liability of the supplier for possibly suffered by the client and demonstrable damage is limited to the amount if the liability of the supplier in the case concerned paid. If the insurer in any case not to pay out, the damage by insurance covered or supplier is not insured, the liability is limited to a maximum of 50% of the
the supplier for the relevant supply and / or the relevant service to the client billed amount excluding VAT.
11.3 Liability of the supplier for indirect or consequential damage, loss or damage due to lost revenue, lost profit, delay damages and suchlike, is at all times fully excluded.
11.4 The client shall be solely the risk of selection, compatibility, use and all not combined application in his company of equipment, software, websites databases and all related products and materials. Upon delivery of a digital system, the supplier shall never be responsible or liable for the transfer of data to the by the supplier system nor for any communication between the system and existing or still to purchase systems. Also the liability which is caused by the loss of digitally stored data, and through or in connection with or imperfections in the network, the data system, data storage, backup, data capacity, delays in the network of the client, inadequate systems and such completely excluded.
11.5 Condition for the existence of any right under the provisions of this article is always that the client according to his failure attributable to the supplier and the resulting resulting damage as soon as reasonably practicable, notify the Supplier has reported.
11.6 The supplier is not liable for damages and / or claims of third parties, for any reason whatsoever, resulting from not traceable by the supplier to the customer goods where the client has not adequately provide for the traceability of goods in its own company or to its own customers. This also applies if the goods supplied by the client or its customers are improperly used, or not used for the purpose for which they are intended (Intended use). The Client indemnifies the Supplier against all claims of third parties referred to in this article.
11.7 On the liability limits in this Article, the supplier may not invoke when the side of the supplier there is intent or deliberate recklessness.

Article 12. None shortcomings c.q. majeure.
In case of impediment to the implementation of this Agreement by force majeure, the Supplier shall be entitled without judicial intervention, the execution of this agreement for six months or a whole to suspend part, or this Agreement in whole or in part.
12.2 Force majeure shall mean all circumstances and all external causes, foreseen or unforeseen, on which the supplier reasonable control, including but not limited to war, threat of war, mobilization, riots, (work) strikes or lockouts, fire, flood, disease and / or accident of its staff, business interruptions and reduced production, a shortage of raw materials or packaging materials, transportation delays, judicial intervention, import restrictions or other government restrictive measures, and any other circumstance which prevented not only depends the control of the supplier, such as non-delivery or late delivery of goods and services on the part of the supplier third parties.
12.3 If the impediment lasts six months or longer, this Agreement shall automatically be terminated. If this agreement is a non-attributable shortcoming on the supplier, or by the automatic dissolution of the supplier is not liable for any compensation on any grounds whatsoever as well.

Article 13. Cancellation or delay delivery.
If a contract is canceled by the client or despite explicit summation to performance of the contract by the client is not fulfilled and as a result the agreement is terminated by the supplier, the supplier is entitled to the client
damages, representing at least 25% of the order value of the supply, including VAT amounts.
13.2 To postpone a delivery at the client's request or as a result of the client attributable cause the supplier is entitled to the contract giver a prepayment of 50% of the order value of the supply and interest payment of the remaining amount to be recovered from the date on which the delivery according to the contract should have been.

Article 14. Disputes and applicable law.
All transactions and disputes between the parties is governed exclusively by U.K law.
14.2  If it proves impossible a dispute as referred to solve using mediation, the dispute shall be settled by the competent court in the U.K
14.3 Mediation suspend the payment (s) of the client (s) on.
14.4 The court in the U.K (contrary to the legal rules governing the jurisdiction of the civil courts) have jurisdiction to hear all disputes arising from offers of the supplier and agreements between the supplier and the customer, whatever name and in the broadest sense.
14.5 Parties are entitled at any time to the court a provisionally enforceable to ask for the court to request permission to grant to lay the arrests and to civil court to ask about procedures, arising from these herds, to judge.

Article 15. Distance purchase
The buyer has 14 days statutory cooling after receipt of the goods at remote buying. Within this period should you give us written notice stating that the order does not decrease. The costs of returning to the purchaser, you are responsible for the return for any damage or loss. If within 14 days has passed that you buy loose and we have received your order damaged, we will within 14 days your payment returned.  The return policy does not apply to business purchases.

 June 1, 2011

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