WHOLESALE LEGAL TERMS

NATAN’s (“NATAN” “we” “us”) wholesale services are made available to you in accordance with the following General Sales Terms and Conditions. Please read these carefully before placing any orders at our company. We recommend you to keep a copy of our General Sales Terms and Conditions for future reference.

NATAN is the trading name of NATAN S.A., with registered office in Belgium, Avenue Louise 158, 1050 Brussels, VAT number BE 0425.123.779.

In particular, we wish to draw attention to our policy regarding the terms of purchase within the General Sales Terms and Conditions.

We may modify the General Sales Terms and Conditions from time to time. You will be notified of any changes immediately. If you do not agree to any changes, then you must immediately stop using our services. Any changes made after you have placed an order will not affect that order unless we are required to make changes by law.

Scope of applicability

(Art. 1) Eligibility to purchase

Except in the case of obtaining a written agreement from us, our sales are exclusively governed by these terms and conditions. In any case, the abstention of our company to require the application of some of these conditions cannot render unenforceable or exclude the right of NATAN S.A. (hereinafter NATAN) to require their application. Any order or purchase involves the automatic acceptance of our Terms and waiver by the buyer on his/her own terms. The worker, the employee or the spouse of the purchaser represents and is supposed to have the necessary powers to commit to the seller.

Transport and delivery

(Art. 2) Incoterms

In general terms, the goods of initial orders are delivered free domicile. This condition is not applicable for Switzerland or any non EU countries. NATAN has an inhouse delivery service and uses the service of its usual carrier unless otherwise requested by the buyer. For any claim related to the transportation of initial orders, the buyer shall address NATAN directly. Exemptions like insurance, customized delivery boxes etc. shall be borne by the buyer. For all returns and swaps, NATAN uses an external service and is not liable in case of damages or loss due to the carrier. For any claim related to transportation in this specific case, the buyer shall address the carrier directly. 

In all cases, as soon as our company has informed the buyer of the disposition of the goods, the buyer must accept the delivery within a reasonable time frame. This is justified by the nature of the items sold and the overriding requirements of the organization and storage of NATAN. In case of non-compliance with this obligation, NATAN reserves to pursue the resolution of the contract or the right to put the goods back in stock without prior notice. Failure on payment terms by the buyer shall entitle NATAN to make the goods available to other customers or, in the event of recurrent failure on payment terms, to withdraw from the contract. 

The expected delivery times are communicated to the buyer when the goods depart from the NATAN warehouse. NATAN reserves the right to make partial deliveries which are constitutive of partial sales. Exceeding the delivery times may not lead to compensation or interest, depending on the agreed delivery window. All cancellations by the buyer must be notified to NATAN in letter or via registered mail within eight working days after the placement of the order. This delay is required because of the nature of the items sold and strict constraints of preparation, manufacturing and commissioning production of clothing items. Similarly, notwithstanding articles 5, 7 and 9, it is recognized that NATAN has the right to cancel the contract within 30 days of the order. It is stipulated and agreed here that the contract will be adequately formed when placing the order; its sole purpose is to confirm to the customer the characteristics of the goods that he/she will receive. A confirmation of the successful delivery of the goods is sent to the customer; it is expressly agreed that this document is of a contractual nature.

Liability

(Art. 4) Limits to the liability of NATAN 

Notwithstanding article 2 paragraph 1, the risks are borne by the buyer, from the moment the goods have left our premises. We will not incur any ownership of liability to the tardiness, damage or absentee. 

The goods are supposed to be accredited in our premises as they become available to the buyer when the buyer proceeds to the removal. No claim regarding the delivered goods will be accepted if the reservations have not been expressly made on the transport document. Notwithstanding this provision, the goods are deemed approved within 48 hours of delivery. Failure to inform otherwise by the buyer during this period is regarded as a general acceptance of the terms and therefore renders ineffective any subsequent claim. 

Claims and Defaults 

(Art. 5) Claims

Any claim whatsoever must be sent by registered mail within eight days of occurrence of the reason for the claim (e.g. adaptation of the prices following the increases referred to in Article 6, quantity and conformity of the goods delivered, compliance of the invoice...). Any claim of the main hidden defects must be notified to NATAN in letter by registered mail within eight days after the discovery of the defect and, at the latest, within one month of delivery. These deadlines are essential. All costs for transportation and storage of goods resulting from a refusal of acceptance of the goods by the buyer or a fault or negligence from the purchaser, shall be borne by the buyer. No returns, even after a claim in due form within the time limit, will be accepted without the written consent of NATAN. All returns accepted in writing shall be effected franco warehouse. Potential freight charges for returned articles, if the claim is accepted, are covered by NATAN.  In case of an agreed return, NATAN reserves the right to replace the goods by conforming goods or to establish a credit note.

Pricing Policy

(Art. 6) Currency

The stated and communicated prices are in Euro and exclude VAT at the applicable rate unless you have chosen another country where VAT is not applicable.

(Art. 6.1) Clarification pricing policy

Orders are in Euro and exclude VAT, however invoices are VAT inclusive for EU countries and VAT exclusive for Switzerland and other non-EU countries.
Wholesale prices indicated on linesheets and tags are both VAT exclusive, while retail prices are VAT inclusive. 

(Art. 7) Pricing policy towards end customer (B2C) 

NATAN follows prices and margins predetermined by law. These prices and margins are communicated during the buying season;
February (winter collection buying season) and August (summer collection buying season). Prices and margins can be found in (1) our catalog, (2) the purchase order and (3) the linesheets. 

There is no maximum limit on the sales percentage that may be given on the pieces of NATAN. Nevertheless, Wholesale clients need to respect the sales period applicable in their country by law. otherwise, the prices and margins mentioned in the (1) our catalog, (2) the order and (3) the linesheets are in order.

(Art. 8) Payment

Except otherwise agreed, all invoices are payable at our company headquarters, in full and without reduction. In case of rising commodity prices and/or wages and/or transportation costs after the order, NATAN reserves the right to adjust prices in line with any increases. When the buyer has been allowed to pay the price of the goods in partial payments, failure to comply with the payment plan deadlines entails the immediate payment of the outstanding balance and reserving the full right of cancellation by NATAN, without a formal notice. Payments are always subject to the settlement of the oldest debt and in order of any late interest, compensation and eventual costs. Notwithstanding the preceding arrangement, it is expressly agreed that if the credit insurance company refuses to guarantee the buyer, if the amount of the guarantee is insufficient, if the financial state of the purchaser is deemed uncertain (e.g. late payments, seizure, contested transaction, bankruptcy summon, liquidation, concordat request, etc...) or in the event of credit deterioration of the buyer, NATAN reserves the right, by sending a registered letter to the post office, not to deliver the goods, to deliver the goods to the buyer for the counter reimbursement to the transporter, or to request a counter reimbursement directly to the seller if the buyer takes possession of the goods him/herself at the company, or not to execute other guarantees proposed in the contract in the registered letter. The buyer agrees from present and irrevocably to accept any collateral (endorsement of bills, bonds, etc...) that would be imposed by the factoring company as a condition of the intervention: any guarantees requested by the factoring company are part of contractual payment terms in the manner, in such that the buyer is not entitled to refuse these guarantees, to object to the payment or execution of the contract on the grounds that the guarantees requested by the factoring company would not have been contractually stipulated.

In the case of a new buyer, unless otherwise agreed, the buyer shall be required to pay a fixed contractual deposit equivalent to 30% of the total amount of the order for the first season of purchase.

In the event that the buyer does not agree to comply with this request, NATAN reserves the right not to proceed with the order placed by the buyer.

(Art. 9) Payment default

Failure to complete the payment of an invoice by the due date, shall entitle NATAN to compensation, increased full right and without formal notice of forfeited damages of 12% with a minimum of 65 euros, in addition to conventional late payment interest of 1% per month without division. Thus, the buyer shall not offset amounts owed to NATAN by sums which he/she believes to be and in any way whatsoever owed to NATAN. 

(Art. 10) Ownership of goods

Our company retains full ownership of goods until full payment or integral payment, including taxes and extra costs. The purchaser agrees to return the reserved goods to NATAN at NATAN’s first request. In case of non-payment of the cost along with all extra fees, in the event of late payment of which NATAN is aware, in the case of seizure of exchange by the buyer, request of concordat, bankrupt citation, publication of a contested bill, liquidation, deterioration buyer credit or when its financial health is deemed uncertain, as long as the full payment has not been made, our company reserves the right to assert its rights without formal termination of the contract, cancellation and/or suspension of all orders, regardless of all rights to compensation. If, in one of the cases referred to in Article 8, NATAN pursues the termination of the contract or, more generally, in the event of the termination of the contract with the buyer's wrongdoing for any reason whatsoever, he/she will be subjected to pay NATAN a lump sum of 30% of the total amount of the order, except in case NATAN pursues its right to a full compensation for the damage. The buyer undertakes to notify us immediately, under the consideration of compensation and interest, any seizure that would be done by a third party. He is committed to have NATAN repossess the goods without notification, to allow the transporter to enter its premises and to bear all the costs of the removal of goods. The name of the third-party purchaser shall be communicated to the seller upon request.

(Art. 11) Termination of contract

In case of termination of the contract with the buyer's wrongdoing or if one of the assumptions referred in Article 8 occurs, our company reserves the right to resolve all executory contracts, by sending a registered letter which operates as the resolution of full right, or to demand the execution of open contracts, the accountable payment of the goods to be delivered and/or payment of a fixed deposit. In the event of termination of the contract with the buyer's wrongdoing, a 30% flat-rate compensation of the total sales price will be due to our company. This does not preclude our company requiring a higher compensation if it proves that the damage suffered exceeds 30%. 

(Art. 12) Applicable law to arbitration

All disputes relating to the contract are exclusively governed by Belgian law. In case of litigation, the courts of the judicial district of Brussels and, where appropriate, the magistrate of the township of Brussels have sole jurisdiction, reserving our right to submit the dispute to any other court having territorial jurisdiction. Provision applicable to foreign buyers in addition to NATAN’s general terms and conditions of sale, the fore-mentioned and the purchaser who is established outside the territory of Belgium have explicitly agreed to submit any disputes arising from the interpretation or execution of the contract to Belgian law and the exclusive jurisdiction of the courts of the judicial district of Brussels (Belgium), except our right to submit the dispute to any other court having territorial jurisdiction. The parties will agree that the Brussels Convention of the 27th of September 1968 and/or the Lugano Convention of the 16th of September 1988 are applicable. This provision is mentioned in writing in the article 17 of the Conventions. If the Regulation No 44/2001 of the European Union Council is applied, the general conditions of article 11 constitute the agreement referred to in the article 23 of the Regulations.

GENERAL DATA PROTECTION REGULATION

Article 13 GDPR

1. NATAN and the customer acknowledge that the Belgian law of the 8th of December 1992 (hereinafter: "Privacy Act") and, from the 25th of May 2018, the Regulation (EU) 2016/679 (hereinafter "the Privacy Law") shall apply to the processing of personal data within the framework of the Agreement. "GDPR") that will replace the Privacy Act.
2. The customer is the controller in the sense of the aforementioned privacy legislation and is therefore the person who determines the purpose of and the means for the processing of personal data. NATAN is only a processor in the sense of the aforementioned privacy legislation and processes the personal data solely for the benefit of or on behalf of the customer.
3. The customer, as the controller, and NATAN, as processor, declare to comply with the privacy regulations (including the Privacy Act and / or the GDPR). The customer fully indemnifies NATAN in principal, interest and (legal or legal) costs for all third-party claims in this respect.

 

WHOLESALE COMMERCIAL CONDITIONS

(Art. 1.1) Initial orders

Placing an initial order or purchase can be done until the last day of the selling season at NATAN. For the Winter collection, this means until March 15th and for the Summer edition, until September 15th. Orders are final and considered as accepted two weeks after the last client confirmation. 

The client’s order can be subject to changes based on the cancellation or modification of certain pieces from our production. In case of any change, we take the responsibility of informing the customer, offering alternatives (in terms of colors, fabric, etc.). Alternatives can be at a higher, equal or lower price. The client needs to cancel or confirm this modification in his/her order. If we do not hear anything from the customer, we reserve the right to consider the change of order as approved.

We also reserve the right to cancel any piece as long as our producers have not confirmed production or delivery. 

(Art. 1.2) Available stock

For reorders and swaps, the only pieces available are in our Stock NATAN Arsenal (Witte Patersstraat / Rue des Pères Blancs 12, 1040, Etterbeek, Brussels). The available pieces are those illustrated on the updated stock list or on our wholesale platform LNB (“Le New Black”). We do not allow stock transfers from our NATAN boutiques unless it is previously discussed and agreed with a member of the NATAN Logistics Department. Note that we will accept an exception of maximum of one piece per season on this rule.

(Art. 1.2.1) Reorders

Reorders run until the end of the season; until November 30th for the winter collection  and until May 31st for the summer collection.

A reorder is only officially confirmed after the approval of a member of the NATAN logistics team. Note that as of now, additional orders are supplied from our central stock available at NATAN Arsenal, and no longer allowed to be taken out of our NATAN flagship stores or e-shop. 

To get an update of what is available, (1) request the stocklist or (2) consult LNB (Le New Black). 

(Art. 1.2.2) Swaps

By swaps of pieces, we refer to exchanging pieces for other ones. This can be done by e-mail or by making an appointment at NATAN Arsenal. The condition for a swap requires a minimum of 20% extra on the total value of the returned goods; e.g. the customer exchanging pieces for a value of 100 Euro has to select items for a total amount of minimum 120 Euro.

The swap procedure works in franco warehouse, both for the client as for NATAN. The delivery costs for the swap are covered by the client, for the return of the goods to the warehouse, and by NATAN, for the delivery of the extra selected items.

(Art. 1.2.2.1) Deadlines for swaps

The swaps for the winter collection start on October 15th, until November 20th. The swaps for the summer collection start on April 15th, until May 20th. NATAN will not accept any swaps after the above-mentioned dates.

(Art. 1.2.3) Required confirmation 

Each reorder and/or swap requires a confirmation from a member of the NATAN Logistics Department. The procedure will not be guaranteed before receiving a final confirmation from NATAN. 

Return policy

(Art. 3) Returns

Items must be returned to NATAN in perfect condition, with all NATAN tags and brand labels still attached. We reserve the right not to accept any return if the product shows signs of wear or if it has been altered from its original condition in any way. As an alternative, we may reduce the amount of any applicable refund or exchange accordingly. Returns that do not meet our policy, will be communicated to the client. NATAN retains the right to decide on a specific sanction if the defects in returned items are recurrent. 

If the item you wish to return meets the criteria, you may pursue the returning procedure, by sending your return to the following address*:

NATAN SA, Natan Arsenal, Rue des Pères Blancs 12, 1040, Brussels, Belgium
*accessible from Monday to Thursday from 9.30 am to 5.30 pm and on Friday from 9.30 am to 5 pm

(Art. 3.1) Returns due to defects

Defects must be communicated within 48 hours after the reception of the goods, with visuals, to the logistics team. The communication must state the exact number of items and the expected date of arrival at Natan Arsenal. Goods may only be returned to Natan Arsenal, Rue des Pères Blancs 12, 1040 Brussels after receiving written approval from the logistics team.