Terms and Conditions

General Terms and Conditions Webshop

Article 1 Definitions:

  1. Eureleaf B.V., located at Parkweg 115 in Enschede, Chamber of Commerce number 90986768, is referred to as the seller in these general terms and conditions.
  2. The seller's other party is referred to as the buyer in these general terms and conditions.
  3. The parties are seller and buyer together.
  4. The agreement means the purchase agreement between the parties.

Article 2: Applicability of general terms and conditions

  1. These conditions apply to all quotations, offers, agreements and delivery of services or goods by or on behalf of the seller.
  2. All offers, order confirmations and deliveries made by Eureleaf B.V. (hereinafter: “Eureleaf”) products offered for sale, these general terms and conditions of sale apply. The applicability of any other conditions (such as the customer's general purchasing conditions) is expressly excluded. Deviating terms and conditions and any general purchasing conditions of the customer only apply to the extent that these deviating terms or purchasing conditions have been expressly accepted in writing by Eureleaf, and only for the agreement for which they have been accepted. Any other general terms and conditions are expressly excluded by Eureleaf.
  3. Accepting an offer and/or placing an order means that the customer accepts the applicability of these general terms and conditions of sale.
  4. Orders and changes thereto are only binding for Eureleaf if they have been accepted and confirmed in writing by Eureleaf. Eureleaf reserves the right to refuse the execution of an order without giving reasons. Eureleaf cannot be held liable for any direct or indirect damage resulting from such a refusal.
  5. Deviation from these conditions is only possible if this has been expressly agreed in writing by the parties.

Article 3: Payment and prices

  1. The prices quoted by Eureleaf are exclusive of VAT. The prices are on an FCA Enschede basis and exclude handling and shipping costs and exclude any taxes or other levies imposed by the Dutch government and/or the customer's government, such as taxes or import duties, unless stated otherwise in writing.
  2. Payment takes place before delivery of the products, unless expressly agreed otherwise in writing by Eureleaf for a specific order.
  3. If no payment has been made by the customer on the payment date stated on the invoice, the customer is automatically in default and Eureleaf has the right to charge a delay penalty of 5% of the outstanding amount, plus the statutory interest on any day that this late payment continues. All legal costs for collecting the outstanding amount will be borne by the customer.
  4. If the customer is in default of any payment, Eureleaf also has the right to suspend the execution of that agreement and related agreements. The customer is not entitled to settlement of amounts owed by Eureleaf.
  5. In the event of liquidation, bankruptcy, seizure or suspension of payment of the buyer, the seller's claims on the buyer are immediately due and payable.
  6. If the buyer refuses to cooperate with the execution of the order by the seller, he is still obliged to pay the agreed price to the seller.
  7. If the cost price or the prices at which Eureleaf purchases parts, materials, products and/or services from third parties change between the day on which the agreement with the customer is entered into and the day of delivery, Eureleaf has the right ( at your option) to increase the price accordingly or cancel the order. Eureleaf cannot be held liable for damage resulting directly or indirectly from such a change and/or cancellation. In the event of such a price increase, the customer has the right to cancel the order free of charge within ten (10) days after Eureleaf has announced the price increase.
  8. Disputes between the customer and Eureleaf regarding quality, delivery or any other complaint submitted by the customer do not give the customer the right to suspend payment.

Article 4: Offers, quotations and price

  1. All offers from Eureleaf and the prices and conditions stated therein are always offers without obligation. Eureleaf expressly reserves the right to withdraw the offer or change the prices at any time, especially if it is obliged to do so on the basis of legal provisions or on the basis of price increases by its suppliers.
  2. Delivery times in quotations are indicative and do not entitle the buyer to termination or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.
  3. Offers and quotations do not automatically apply to repeat orders. The parties must agree to this explicitly and in writing.
  4. The prices quoted by Eureleaf are exclusive of VAT. The prices are on an FCA Enschede basis and exclude handling and shipping costs and exclude any taxes or other levies imposed by the Dutch government and/or the customer's government, such as taxes or import duties, unless stated otherwise in writing.
  5. Images, drawings, specifications of dimensions and weights that form the basis of the offer or order confirmation generally only apply as approximate values, insofar as they are not designated as exclusively binding.
  6. All offers from Eureleaf are subject to possible errors, including typographical and clerical errors.
  7. An agreement between the customer and Eureleaf is concluded subject to acceptance of the customer's order by Eureleaf. Eureleaf has the right to refuse orders and/or attach certain conditions to delivery. If an order is not accepted, Eureleaf will use reasonable efforts to notify the customer within five (5) working days of receipt of the order and Eureleaf will promptly refund any monies paid. Eureleaf reserves the right to refuse orders even after five (5) working days after receipt of the order.

Article 5: Right of withdrawal

  1. The buyer is entitled to terminate the agreement within 14 days after receipt of the order without giving reasons (right of withdrawal). The period starts from the moment the (entire) order is received by the buyer.
  2. The buyer can use a withdrawal form from the seller. The seller is obliged to make this available to the buyer immediately after the buyer's request.
  3. During the reflection period, the buyer will handle the product and packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product. If he exercises his right of withdrawal, he will return the unused and undamaged product with all accessories supplied and if reasonably possible in the original shipping packaging to the seller, in accordance with the reasonable and clear instructions provided by the entrepreneur.
  4. The buyer bears the delivery costs for returning the order.

Article 6: Changes to the agreement

  1. If during the execution of the agreement it appears that it is necessary to change or supplement the work to be carried out for the proper execution of the assignment, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
  2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. The seller will inform the buyer of this as soon as possible.
  3. If the change or addition to the agreement has financial and/or qualitative consequences, the seller will inform the buyer of this in writing in advance.
  4. If the parties have agreed on a fixed price, the seller will indicate to what extent the change or addition to the agreement will result in this price being exceeded.
  5. Notwithstanding the provisions of the third paragraph of this article, the seller cannot charge additional costs if the change or addition is the result of circumstances that can be attributed to him.

Article 7: Delivery and transfer of risk

  1. As soon as the purchased item has been received by the buyer, the risk passes from the seller to the buyer.

Article 8: Research, complaints

  1. The buyer is obliged to inspect the delivered goods at the time of delivery, but in any case within as short a period as possible. The buyer must investigate whether the quality and quantity of the delivered goods correspond with what the parties have agreed, or at least that the quality and quantity meet the requirements that apply in normal (trade) traffic.
  2. Complaints regarding damage, shortages or loss of delivered goods must be submitted by the buyer to the seller in writing within 24 hours after the day of delivery of the goods.
  3. If the complaint is justified within the set period, the seller has the right to either repair or redeliver, or to refrain from delivery and send the buyer a credit note for that part of the purchase price.
  4. Minor and/or industry standard deviations and differences in quality, quantity, size or finish cannot be held against the seller.
  5. Complaints regarding a specific product do not affect other products or parts belonging to the same agreement.
  6. No complaints will be accepted after the goods have been processed by the buyer.

Article 9: Samples and models

  1. If a sample or model has been shown or provided to the buyer, it is presumed to have been provided only as an indication without the item to be delivered having to correspond to it. This is different if the parties have expressly agreed that the item to be delivered will correspond to this.
  2. In agreements regarding immovable property, mention of the surface area or other dimensions and indications is also presumed to be intended only as an indication, without the property to be delivered having to correspond to this.

Article 10: Delivery

  1. Delivery takes place FCA Enschede (Incoterm 2020), unless otherwise agreed for a specific order. Any delivery times communicated by Eureleaf are indicative only. Exceeding the delivery period by Eureleaf does not entitle the customer to any compensation, nor the right to cancel the customer's order or terminate the agreement, unless the delivery period has demonstrably been exceeded to that extent. that the customer cannot reasonably be expected to comply with the agreement. In that case, the customer has the right to cancel the order and/or terminate the agreement by means of a written notice. Any such cancellation or termination is conditioned on Customer returning to Eureleaf all Products already delivered to Customer at Customer's expense.
  2. The buyer is obliged to purchase the goods at the time that the seller delivers them to him or has them delivered to him, or at the time when these goods are made available to him in accordance with the agreement.
  3. If the buyer refuses to accept delivery or is negligent in providing information or instructions necessary for delivery, the seller is entitled to store the item at the buyer's expense and risk.
  4. If the goods are delivered, the seller is entitled to charge any delivery costs.
  5. If the seller needs information from the buyer for the execution of the agreement, the delivery time starts after the buyer has made this information available to the seller.
  6. A delivery period specified by the seller is indicative. This is never a fatal term. If the term is exceeded, the buyer must give the seller written notice of default.
  7. The seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or partial delivery has no independent value. If delivery is made in parts, the seller is entitled to invoice these parts separately.
  8. Written confirmation from Eurelaf is required for cancellation of orders. In the event of cancellation, Eurelaf has the right to claim reimbursement for the costs it has had to incur in connection with the order, such as but not limited to shipping costs if the order has already been shipped but has not yet been collected or the purchase of raw materials or parts that cannot be collected. be used for other customers. Such costs will be charged to the customer or deducted from any amount paid by the customer.
  9. The ordered products will be delivered to the address specified by the customer when ordering. If the customer wishes to change the delivery address before the time of shipment, the customer must inform Eureleaf of such a new address in writing. An address change may incur administration costs and/or higher administration costs and shipping costs.

Article 11: Force majeure

  1. If the seller cannot fulfill his obligations under the agreement or cannot fulfill them on time or properly due to force majeure, he is not liable for damage suffered by the buyer.
  2. In the event of force majeure, Eureleaf has the right, without prejudice to its other rights, to suspend the execution of the customer's order and/or to terminate the agreement extrajudicially by notifying the customer of such suspension. . and/or written termination, without Eureleaf being obliged to pay any compensation to the customer.
  3. Force majeure means in any case any circumstance that the seller could not take into account at the time of entering into the agreement and as a result of which normal performance of the agreement cannot reasonably be expected by the buyer, such as illness, war or danger of war, civil war and riot, molestation, sabotage, terrorism, energy failure, flood, earthquake, fire, company occupation, strike, worker exclusion, changed government measures, transport difficulties, and other disruptions in the seller's business.
  4. Furthermore, the parties understand force majeure to be the circumstance that supply companies on which the seller depends on the performance of the agreement do not meet the contractual obligations towards the seller, unless the seller is attributable to this.
  5. If a situation as referred to above occurs as a result of which the seller cannot fulfill its obligations towards the buyer, those obligations will be suspended as long as the seller cannot fulfill its obligations. If the situation referred to in the previous sentence has lasted 90 calendar days, the parties have the right to terminate the agreement in writing in whole or in part.
  6. If the force majeure continues for longer than six months, the buyer has the right to terminate the agreement with immediate effect. Dissolution is only possible by registered letter.

Article 12: Transfer of rights

  1. A party's rights under this agreement may not be transferred without the prior written consent of the other party. This provision applies as a clause with property law effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.

Article 13: Retention of title and right of retention

  1. The goods present at the seller's premises and the delivered goods and parts remain the property of the seller until the buyer has paid the entire agreed price. Until then, the seller can invoke his retention of title and take back the goods
  2. If the agreed amounts to be paid in advance are not paid or are not paid on time, the seller has the right to suspend the work until the agreed part has been paid. There is then a case of creditor default. In that case, late delivery cannot be invoked against the seller.
  3. The seller is not authorized to pledge or encumber in any other way the items falling under his retention of title.
  4. The seller undertakes to insure the goods delivered to the buyer under retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy available for inspection upon first request.
  5. If goods have not yet been delivered, but the agreed advance payment or price has not been paid as agreed, the seller has the right of retention. The item will then not be delivered until the buyer has paid in full and as agreed.
  6. In the event of liquidation, insolvency or suspension of payment of the buyer, the buyer's obligations are immediately due and payable.

Article 14: Liability

  1. Any liability for damage arising from or related to the performance of an agreement is always limited to the amount paid out in the relevant case by the liability insurance(s) taken out. This amount is increased by the amount of the deductible according to the relevant policy.
  2. Notwithstanding any other terms in this agreement, Eureleaf's liability under this agreement on any grounds whatsoever is limited to the sales price paid for the goods in question, and Eureleaf will not be liable for any indirect or consequential loss or damage, including but not limited to loss of profits , revenue, business, production, opportunities, fines or arising from third party claims.
  3. The seller's liability for damage resulting from intent or deliberate recklessness on the part of the seller or his managerial subordinates is not excluded.

Article 15: Duty to Complaint

  1. The buyer is obliged to immediately report complaints about the work performed to the seller. The complaint contains a description of the shortcoming that is as detailed as possible, so that the seller is able to respond adequately.
  2. If a complaint is justified, the seller is obliged to repair the goods and, if necessary, replace it.

Article 16: Guarantees

  1. If guarantees are included in the agreement, the following applies. The seller guarantees that the item sold complies with the agreement, that it will function without defects and that it is suitable for the use that the buyer intends to make of it. This warranty applies for a period of two calendar years after receipt of the sold item by the buyer.
  2. The intended guarantee serves to create a risk distribution between the seller and the buyer in such a way that the consequences of a breach of a guarantee are always fully borne by the seller and that the seller can never rely on a breach of a guarantee. Article 6:75 of the Dutch Civil Code. The provisions of the previous sentence also apply if the infringement was known to the buyer or could have been known through conducting an investigation.
  3. The aforementioned warranty does not apply if the defect arose as a result of improper or improper use or if - without permission - the buyer or third parties have made or attempted to make changes or used the purchased item for purposes for which it was not intended. .
  4. If the warranty provided by the seller relates to an item produced by a third party, the warranty is limited to the warranty provided by the manufacturer.

Article 17: General provisions

  1. The customer will maintain confidentiality with regard to all information, specifications, company information and know-how concerning and provided by Eureleaf. At the request of Eureleaf, the customer will return this to Eureleaf within fourteen (14) days, carriage paid and in good condition.
  2. Regardless of the existence of legal protection rights, all ideas, inventions, designs and samples, works protected by copyright, patents, design rights, trademarks, copyrights and trade secrets, and all know-how or other intellectual property relating to goods manufactured or generated by Eureleaf during the execution of an order, and all techniques used by Eureleaf to manufacture and design the products, prior to or during the processing of an order, will always remain the sole intellectual property of Eureleaf.
  3. If one or more provisions of these terms and conditions or any other agreement with Eureleaf conflict with applicable legal provisions, the provision in question will be null and void and will be replaced by a legally permissible and comparable provision to be formulated by Eureleaf. The other provisions of these general terms and conditions remain fully applicable.

Article 18: Applicable law and competent court

  1. Dutch law applies exclusively to every agreement between the parties.
  2. The Dutch court in the district where Eureleaf B.V. has its established practice/office has exclusive jurisdiction to hear any disputes between parties, unless the law prescribes otherwise.
  3. The applicability of the Vienna Sales Convention is excluded.
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