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NATURAL ORIGINS

GENERAL TERMS AND CONDITIONS FOR ONLINE SALES TO PROFESSIONALS

Applicable FROM 1st January 2018


These general terms and conditions govern online sales between NATURAL ORIGINS and its professional customers. Any order therefore implies that the customer fully accepts these general terms and conditions of sale and waives the right to rely on any other terms and conditions, particularly of purchase.

No online sale may take place to a non-professional or to a consumer.

1- Creation of an account:

Any professional purchaser who has not yet created a customer account with NATURAL ORIGINS must create an account online according to the procedure described and providing the required information. He or she will then receive their login details (username and temporary password, etc.).

2 - Products & Prices:

2.1 - Products: The Products available online are taken from NATURAL ORIGINS' General Catalogue in effect, as available on the website on the order date and subject to stock shortages.

2.2 - Prices: The prices of NATURAL ORIGINS products are those displayed on the website on the order date, excluding special orders or special packaging indicated on the website, which are subject to a quotation from the sales department. NATURAL ORIGINS Prices and Tariffs are always displayed excl. VAT & P&P. Any new mandatory taxes and contributions (such as an environmental tax, or other tax) in force on the invoice date and applicable to the products sold will be added to the prices and tariffs of the NATURAL ORIGINS products shown excl. VAT, and will be borne by the Customer, save where the law provides otherwise.

3 - Orders:

Online orders are only firm and final once accepted by the NATURAL ORIGINS sales department.

Order must only contain multiples of delivery units where the products are not available in single units, and the entire order must be deliverable in a single delivery to a single location.

NATURAL ORIGINS reserves the right to refuse or reduce any abnormal order with regard to quantities or delivery lead times.

4 - Delivery and Shipping:

4.1 Delivery: Delivery is always deemed to take place in our warehouses. Delivery and the transfer of risks therefore takes place with the handing over of the goods to the carrier in our warehouses, regardless of whether said carrier is selected and shipping arranged by the customer or by NATURAL ORIGINS acting on the customer's orders and on the latter's behalf. Shipping costs are always borne by the customer and the goods are therefore transported at the customer's risk. In any event, the customer is responsible for verifying the condition of the goods delivered upon delivery and their conformity with those ordered.

4.2 Delivery disputes: In the event of loss or damage, the customer must indicate his or her reservations clearly, precisely and in full on the shipping document, and also confirm his or her reservations to the carrier by letter sent recorded delivery within three (3) days from receipt of the goods (Article L. 133-3 of the French Commercial Code). NATURAL ORIGINS accepts no liability for shipping.

Any claim whatsoever regarding the delivered goods must be addressed to NATURAL ORIGINS within eight (8) days, accompanied by the delivery slip, in order to be valid and admissible.

Any claim addressed to NATURAL ORIGINS after such time will be null and void and the goods will be indisputably deemed to conform to the order.

4.3 - Delivery lead times: Delivery lead times are given on an indicative basis only (X business days).

Delays may under no circumstances justify any claim for damages or cancellation of the order by the customer.

NATURAL ORIGINS may under no circumstances be held liable and its obligations will be automatically suspended without formality should events or circumstances arise subsequent to the closing of the sale preventing NATURAL ORIGINS from fulfilling it under normal conditions, even if said events or circumstances do not qualify as force majeure or exceptional circumstances. The foregoing will apply in the event of a fire, any form of work stoppage, lock-out, flood, war, requisition, freezing, lack of raw materials, accident involving machinery, etc.

4.4 - Missing products - delivery delays: No penalty or compensation of any kind whatsoever may be claimed from NATURAL ORIGINS by the Customer or deducted from amounts owed to NATURAL ORIGINS in the event of a stock shortage or postponed delivery.

In the event of a partial shortage of products contained in an order, the order will be shipped to the customer regardless, with no management of backorders.

Pursuant to Article L. 442-6-I-8 of the French Commercial Code, no returns or refusals of goods, nor any penalties to be deducted from sums owed, will be accepted until NATURAL ORIGINS has been able to analyse the facts presented by the Customer and the liability of the parties involved.

NATURAL ORIGINS will, in this respect, have at least one month and at most two months from receipt of the written claim in which to accept or challenge the claim.

5 - Returns:

No return will be accepted without the Sales Department's prior, formal agreement and the preparation of a return slip.

6 - Order cancellations:

No order received by NATURAL ORIGINS and already prepared may be cancelled without NATURAL ORIGINS’ formal agreement. If, however, NATURAL ORIGINS agrees to a cancellation, on an exceptional basis, the shipping costs generated by any return will be borne by the customer.

7 - Payment terms:

All first orders by new customers are payable online by credit card via the secure link provided by our banking partner.

Any new order by a Customer with an account will give rise to an invoice payable, at the customer's discretion, online by credit card or at our registered office in Lozanne (69) by cheque, accepted bill of exchange or bank transfer on the agreed payment date, which may under no circumstances exceed 60 days from the invoice date. No discount for payment prior to the agreed payment date will be granted.

Late payment: The customer may not delay payment under any pretext whatsoever and even in the event of a dispute. In the event of late payment, the sums owed will incur interest automatically and without formality from the first day of late payment until payment has been made in full, calculated on the basis of an annual rate of four times the legal interest rate and at least 5%.

The fixed charge of €40 for collection costs provided by Article D441-5 of the French Commercial Code will also be owed to NATURAL ORIGINS, which also reserves the right, upon the presentation of supporting documents, to claim reimbursement for any actual collection costs incurred exceeding this amount. Any late payment will suspend the performance of the contract in question, in which case NATURAL ORIGINS may in no way be held responsible for the resulting delay in the performance of the contract.

Any sum unpaid by its due date may, furthermore, lead to the following, at NATURAL ORIGINS' request:

- the immediate payment of all sums invoiced but not yet due plus, in general, any other outstanding amounts owed,

- the withdrawal of any advantages that may previously have been granted,

- the right to take back goods already delivered by not paid for,

- the right to terminate or suspend, automatically and without formality, any other business or contracts in progress between the Parties.

If business relations resume, NATURAL ORIGINS may demand payment up front.

Offsetting: any right for the customer to unilaterally offset sums claimed from NATURAL ORIGINS is excluded.

8 - Retention of title:

NATURAL ORIGINS retains title to the goods delivered until full and final payment of the price by the customer. Payment means the effective collection of the principal amount, costs and ancillary charges; payments drafts, whether sight or time, do not in themselves constitute payment.

During the retention of title period, the goods must be stored in suitable conditions and insured by the customer against all risks.

NATURAL ORIGINS may trigger this retention of title clause five (5) calendar days after sending the customer formal notice to pay by recorded delivery letter, remaining fully or partly without effect. The goods must then be returned forthwith at the customer's expense and risk.

Such taking back of the goods in no way releases the customer from his or her obligation to pay the price. NATURAL ORIGINS is therefore entitled to proceed with the fulfilment of the sale, even after having taken back possession of the goods, unless NATURAL ORIGINS prefers to cancel the sale. In this case, any instalments already paid will be retained by NATURAL ORIGINS by way of compensation, without prejudice to any other damages it may claim.

9 - Liability:

Limitations and Exclusions: Our liability is strictly limited to the replacement of products whose defective nature is duly proven, save in the case of force majeure, misuse, negligence or poor storage of the goods.

The precautions/instructions/limitations regarding use of the goods are displayed on or inside the product packaging.

The user is responsible for ensuring that his or her intended use of the products complies with the information regarding the conditions and recommendations for their use.

10 - Jurisdiction:

The courts of Lyon (69) will have exclusive jurisdiction to decide any disputes arising in connection with the performance or interpretation of these General Terms and Conditions of Sale.

11 - Data collected:

NATURAL ORIGINS endeavours to limit the collection of personal data to those necessary in order to conduct business with the customer. Such data are stored in a standard, secure manner solely for the purposes of this business relationship. Any account remaining inactive for two years following an order is deleted. Customers have the right to rectify information concerning them, which may be exercised by writing to NATURAL ORIGINS, ZAC des Prés Secs, 471 rue Louis Arnal, 69380 Lozanne, France or by emailing the company at contact@mynaturalorigins.com