Terms & Conditions


1. Definitions

“the Buyer” means the person(s), firm or company to whom the Company sells the Goods;

"the Company" means Natural Products Limited (company number 02722414);

“the Conditions” means the standard terms and conditions of sale set out in this document, plus any special terms agreed in writing by the Company and the Buyer, which will govern the Contract to the exclusion of any other terms and conditions;

"the Contract" means any contract formed in accordance with the Conditions between the parties for the sale and purchase of the Goods;

"the Designs" has the meaning given to it in condition 13;

“the Goods” means all items which the Buyer buys or has agreed to buy from the Company in accordance with these Conditions;

“Force Majeure” means circumstances beyond the reasonable control of the Company including, but not limited to; acts of God, explosion, flood, tempest, fire or accident; strikes or labour disputes; war, sabotage, insurrection, civil disturbance or requisition; import or export regulations or embargos; difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery;

"the Order" means the Buyer's order for the Goods placed with the Company;

"Pro-forma" means payment in advance of despatch of the Goods;

"the SGA" means the Sale of Goods Act 1979 as amended from time to time.

 

2. Basis of Contract

2.1 The Company shall sell, and the Buyer shall purchase, the Goods in accordance with any Order which is accepted in writing by the Company, subject to these Conditions.

2.2 Where the Buyer is ordering for delivery in the United Kingdom, clauses 1 to 17 of these Conditions will apply. Where an order is for delivery outside of the United Kingdom, clauses 1 to 17 will apply subject, as relevant, to the variations in clause 18.

2.3 Before placing an initial order a Buyer must complete a New Customer and Credit Application Form. The information provided will be used by the Company for the sole purpose of setting up a customer account and, if a credit limit is requested, assessing the status and credit worthiness of the Buyer.

 

3. Prices and Order Size

3.1 All prices quoted for Goods are exclusive of VAT and any other applicable duties, levies and/or taxes, and of additional costs including; transport, packaging and insurance.

3.2 The minimum net order value for Goods is: (i) £300 in respect of the Buyer's first Order within a twelve month period; and (ii) £100 in respect of the Buyer's second, and any subsequent Orders, within a twelve month period.


4. Payment Terms

4.1 Unless otherwise agreed in writing the standard payment terms are strictly 30 days from invoice date, by which time the Buyer must make payment in full and cleared funds, in the currency stated in the Contract, to the bank account nominated by the Company.

4.2 The Company, at its sole discretion, may set up credit facilities for the Buyer (see 2.3). If such facilities are not in place payment must be on a Pro-forma basis.

4.3 Prompt payment shall be of the essence. If the Buyer fails to pay the Company any sum due pursuant to the Contract, by the due date for payment, the company reserves the right to: (i) claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; (ii) withdraw any credit facilities in place and insist on Pro-forma payment; (iii) refuse to supply any further Goods; (iv) cancel any existing Orders without incurring any liability to the Buyer; and (v) recover the Goods pursuant to condition 7.


5. Delivery

5.1 Unless otherwise agreed in writing, the Company will deliver the Goods to the address provided by the Buyer.

5.2 Signature of a delivery note by an agent, employee, nominee or representative of the Buyer, or independent carrier, shall be conclusive proof of physical receipt of the Goods.

5.3 The Buyer shall be deemed to have accepted the Goods within 7 days of delivery, unless one of the processes outlined in condition 6 or 8 have been followed.

5.4 The quantity of Goods recorded by the Company on despatch is conclusive evidence of the quantity received, unless the Buyer provides conclusive evidence to the contrary.

5.5 If the Buyer fails to take delivery of the Goods, the Company reserves the right to: (i) charge additional costs including storage, transport and insurance; and (ii) sell the goods elsewhere.

5.6 For any order of Goods with a net value under £300 a minimum delivery charge of £10 will be applied, for orders with a net value over £300 delivery will be free of charge.

5.7 The Company shall be entitled to deliver the Goods by separate instalments. In such instances each delivery shall constitute a separate contract.


6. Cancellation and Returns

6.1 Where the Buyer wishes to return Goods: (i) the Buyer must notify the Company within 7 working days of delivery; (ii) subject to written acceptance by the Company, the Buyer must return the Goods to the Company within 14 days of delivery at the Buyer’s cost, expense and risk; and (iii) subject to the Goods being returned unused and in re-saleable condition, the Company will credit the Buyer, a handling fee may apply.

6.2 Where the Customer fails to comply with 6.1 returned Goods will not be accepted.

6.3 All sales are final and not on a sale or return basis.


7. Risk and Property

7.1 The risk of the Goods will pass from the Company to the Buyer upon delivery (see 5.2).

7.2 Full legal and beneficial ownership of the Goods shall remain with the Company until full payment is received from the Buyer (see 4.1)

7.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall: (i) hold the goods on a fiduciary basis as the Company's Bailee; (ii) maintain the Goods in a satisfactory condition and; iii) keep the Goods insured at full price and against all risks.

7.4 Until ownership of the Goods has passed to the Buyer, the Company shall, at its discretion, be entitled to: (i) require immediate redelivery of the Goods; (ii) irrevocable licence to enter any premises where the Goods are stored in order to inspect or recover the Goods, (iii) nominate any person to have access to all accounts, papers and documents of the Buyer relating to dealings with the Company and the Goods, and; (iv) re-sell the Goods.

7.5 Condition 7 gives the Buyer no right to return, refuse or delay payment for the Goods.


8. Notification of Claims

8.1 Any claims must be notified in writing by the Buyer to the Company within 7 days of delivery of the Goods (see 5.3). 

8.2 The Buyer is responsible for storing the Goods whilst a claim is processed and must maintain them in the condition they were received. Subject to written acceptance of the claim, the Company will collect the Goods at their expense and credit the Buyer.

8.3 Where the Buyer fails to comply with clauses 8.1 to 8.2 claims will not be accepted.


9. Warranty and Limitation of Liability

9.1 The Company warrants that at time of delivery the Goods will be: (i) of satisfactory quality within the meaning of the SGA; and (ii) correspond to their specification.

9.2 The Company shall not be liable for a breach of 9.1 unless clause 8.2 is followed.

9.3 To the fullest extent permitted by law the Company’s total liability shall be limited to the price of the Goods that are the subject of the Buyer’s claim.


10. Force majeure

10.1 The Company reserves the right to cancel, suspend, or delay an Order, or to increase the price of the Goods, without being liable to the Buyer in any way, if the supply of the Goods is prevented, delayed or made more costly by an event of Force Majeure.


11. Indemnity

11.1 The Buyer shall indemnify and keep the Company indemnified against all claims, demands, costs and expenses however arising in connection with any liability attributable to the compliance by the Company with the instructions given by the Buyer.


12. Intellectual Property

12.1 Where the Goods include copyright, design right and all other intellectual property rights (the "Designs") which are proprietary to the Company, such Designs shall remain the property of the Company. The Buyer agrees that the Designs may not be reproduced or used in any way except with the prior written consent of the Company.


13. Confidentiality and Data Protection

13.1 Except as required by law, or by any relevant regulatory or government authority, each party shall treat all information relating to the Contract as strictly confidential.

13.2 Each party, to the extent that it processes any personal information, shall comply with its obligations under the Data Protection Act 1998.


14. Termination

14.1 The Company shall be entitled to terminate the Contract immediately by written notice and/or stop any Goods in transit and/or suspend any further deliveries under the Contract without liability to the Buyer, if the Buyer: (i) suffers or is threatened with insolvency, or any analogous proceedings; (ii) fails to observe or perform any of its obligations under the Contract; (iii) ceases to trade; or (iv) the Company reasonably believes that any of the events mentioned above is about to occur, and notifies the Buyer accordingly.

14.2 In respect of any Goods that have been delivered but not paid for at time of termination the price shall become immediately due and payable.


15. Governing Law and Jurisdiction

15.1 The Contract and any dispute or claim (whether contractual or non-contractual) arising out of, or in connection with, it, shall be governed by and construed in accordance with the laws of England and the parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any associated dispute or claim.


16. Online Policy

16.1 Where the Buyer sells the Goods in a physical retail location, they may also sell the Goods online via any website(s) which they wholly own.

16.2 Where the Buyer intends to sell the Goods only online, they must inform the Company of all websites through, and countries within, which they intend to sell the Goods.

16.3 Sale of Goods on third party websites must be approved in writing by the Company.

16.4 The Company name (in part or full), or any related brands, cannot be used by the Buyer within the domain name of a website associated with selling the Goods.

16.5 The Buyer must obtain written consent from the Company to use images of the Goods.

16.6 The Company reserves the right to; (i) refuse permission for the Buyer to sell through certain third party websites (ii) terminate the Contract, and/or refuse future orders, for any Buyer selling Goods online that has not adhered to clauses 16.1 to 16.5.


17. General

17.1 Assignment. The Buyer shall not assign or transfer the Contract to any person whatever, without the written consent of the Company. The Company may assign, transfer, mortgage, charge, subcontract or deal with the Contract or any part of it to any person whatever.

17.2 Severance. If any provision of the Conditions is held by any competent authority to be invalid, void, unreasonable or unenforceable in whole or in part, it shall be deemed severable and the remaining provisions of the Conditions shall continue to apply.

17.3 Waiver. No single or partial exercise, failure or delay in exercising any right by either party shall constitute a waiver, or impair or preclude any further exercise, of that or any right, arising under the Contract. Any waiver by the Company of any breach of, or any default under, the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default.

17.4 Rights of third parties. Unless expressly provided in the Contract, no term of the Contract shall be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 in any way by any person that is not a party to it.

17.5 Entire Agreement. The Contract constitutes the whole agreement and understanding of the parties and supersedes any previous agreement or understanding (whether verbal or written).


18. Buyers outside the United Kingdom

18.1 Orders from USA or Canada - payable in USD

18.1a The minimum net order value for Goods is: (i) $300 in respect of the Buyer's first Order within a twelve month period; and (ii) $250 in respect of the Buyer's second, and any subsequent Orders, within a twelve month period.

18.1b For any order of Goods with a net value under $500 a minimum delivery charge of $20 will be applied, for orders with a net value over $500 delivery will be free of charge.

18.1c The Contract will be between the Buyer and NPW USA Inc. at 1101 St. Gregory St., Suite 200, Cincinnati, OH 45202 and all references to "the Company" in these terms and conditions shall be construed accordingly.

18.2 Orders from Rest of the World (not UK, USA or Canada) - payable by the Buyer in the currency invoiced by the Company

18.1a The minimum net order value for Goods in USD is as per 18.1a, and for GBP is as per 3.2, and for Euros is: (i) €300 in respect of the Buyer's first Order within a twelve month period; and (ii) €150 in respect of the Buyer's second, and any subsequent Orders, within a twelve month period.

18.1b The delivery charge will be calculated based on the weight and destination of goods ordered and quoted to the Customer.

18.2 For the purposes of clause 5, the Buyer's delivery instructions must include all requisite customs and courier details for import clearance purposes.

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