1. Applicability of these terms
These terms apply to every offer and every agreement between us and a buyer, to which we have declared these terms applicable, insofar as neither party expressly deviates from these terms. Seafood Connection B.V. is a commercial enterprise specialized in import, export and distribution of deepfrozen fish products.
We are only bound by the offers when the acceptance thereof by the buyer is confirmed in writing within 7 days. The prices stated in the offer are exclusive of VAT, unless indicated otherwise.
- Unless agreed otherwise, delivery will be carried out by way of actual transfer of the items. When one of the Incoterms has been agreed upon as a term of delivery, the Incoterms in question will be applicable the moment the agreement is made.
- The other party is obliged to accept the products at the moment these are delivered to him, or the moment these are made available to him in line with the agreement. In case the other party refuses delivery or is negligent in supplying information or instructions necessary for the delivery, the items will be stored at the expense of the other party. The other party will in that case owe all additional expenses, which will in any case include storage fees.
4. Delivery time
An agreed delivery time is not a deadline, unless otherwise expressly agreed. In case of late delivery the buyer has to hold us liable for this in writing.
5. Partial delivery
We have the right to deliver the sold items in parts. This does not apply when a partial delivery has no independent value. In case items are delivered in parts, we have the right to invoice each part separately.
6. Termination of the agreement
- Our receivables will be due immediately in the following cases;
- when it comes to our attention after entering into the agreement that there are circumstances that give us good grounds to fear that the buyer is not able to fulfil his obligations.
- when we have asked the buyer upon entering into the agreement to guarantee fulfilment and this guarantee is either not forthcoming or insufficient. In stated cases we have the right to suspend further execution of the agreement, or proceed to termination of the agreement, both without prejudice to our right to claim dan.
- In case circumstances occur with respect to persons and/or material that we make use of in the execution of the agreement, which are of such a nature that the delivery becomes impossible, or problematic and/or unreasonably expensive, that result in compliance with the agreement in all reasonableness no longer being demanded, we have the right to terminate the agreement.
- In case of bankruptcy, suspension of payment, death, liquidation of the company or the buyer being in receivership, the possibility exists to terminate the agreement by way of a single notice.
7. Ownership restriction
The items supplied remain our property until the buyer has fulfilled all following obligations arising from all agreements entered into with us;
- the exchange(s) with regard to delivered or deliverable item/items itself,
- the exchange(s) with regard to service provided or to be provided by us under the purchase agreement,
- possible claims due to non-fulfilment of the buyer of (a) purchase agreement(s)
- the buyer does not have the right to pawn items in their entirety or partially to third parties or to transfer ownership beyond normal professional practice until complete payment has been made.
8. Express avoidance clause
Should payment not ensue on the due date, we may consider the sale as null and void by operation of law and without having to issue a demand. The goods will remain the property of the seller until the full price has been paid. All risks shall be borne by the buyer. The paid advances shall continue to be in the possession of the seller as payment for possible losses when reselling.
9. Extended ownership restriction
- We reserve for ourselves the right of ownership of the goods supplied until payment in full of all claims due to us from the business relationship, and to claims still to arise, on the basis of any legal grounds whatever.
- The buyer is entitled to process our products or to combine them with other products within the context of the proper operation of their business. By way of security for our claims as stated in 1. above, we acquire co-ownership of the items resulting from processing or combination, with the buyer ceding this co-ownership to ourselves at this present juncture. The buyer will hold the items under our co-ownership in safekeeping, free of charge. The level of our co-ownership is determined by the ratio of the value of our product to that of the items resulting from the processing or combination undertaken.
- We irrevocably grant our buyer the right of resale in the course of their normal business. This right shall expire in the event of any default on payments due. At this juncture, the buyer cedes to ourselves all claims and secondary rights arising to them from resale. The ceded claims shall serve to secure all claims arising in accordance with I. above. The buyer is entitled to collect all ceded claims, as long as we have not rescinded this authorisation. The authorisation to collect claims shall also expire, without requiring to be expressly rescinded, if the buyer should default on payments due. At our request, the buyer must notify us, without delay and in writing, of the party to which they have sold on the goods, and of the claims arising from this sale, and at their own cost issue us with publically authenticated deeds on the cession of the claims.
- The buyer is not entitled to proceed to any other dispositions in respect of the items covered by our right of retention or co-ownership. The buyer must notify us immediately of any pledging or other compromising of rights to the items belonging solely or partly to ourselves.
- We are at any time entitled to demand the issue of the goods belonging to us if the Buyer should fall into arrears with any payment due, or if the situation of their assets should significantly deteriorate. If we should exercise this right, then - without prejudice to any other essential legal conditions - we shall be withdrawing from the contract only when we expressly so declare.
- If the value of the securities in place for ourselves should in total exceed the value of our claims by more than 20%, then at the request of the buyer we shall release securities of our choice to this extent.
10. Defaults; complaint periods
- The buyer is to check the purchased items, or have them checked, upon delivery - or as soon as possible thereafter. In this check the other party has to ascertain if the consignment is in accordance with the agreement, namely;
- if the right items have been delivered;
- if the quantity (for example the number or amounts) of the delivered items is in accordance with that which was agreed upon;
- if the delivered items meet the agreed quality requirements or - in case these were not agreed on - the requirements that may be made for normal use and/or business purposes.
- When liabilities or faults are observed, then the buyer has to report this within 48 hours and subsequently confirm this in writing to us within 7 days.
- Also when the other party makes a claim on time, his obligation to pay and acceptance of placed orders remains valid. Items may only be returned to us after prior written consent.
- Payment has to be made within the set term of payment. After the set term of payment expires the buyer is deemed to be in default: from the moment the buyer is deemed to be in default he will owe a legal interest of +12% over the payable amount.
- In case of liquidation, bankruptcy or suspension of payment of the buyer the obligations of the buyer will be due immediately.
- Payment has to be made without discount or deduction.
- Payment made by the other party always serves to settle in the first place all outstanding interest and costs, and in the second place the receivable invoices that have been outstanding the longest, even though the other party states that the payment relates to a later invoice.
12. Collection fees
- If the buyer is declared liable or in default in the fulfilment of one or more of his obligations, then all reasonable expenses for the receipt of payment will be charged to the buyer. The buyer will in any case owe 15% of the invoice amount. In case we demonstrate that more expenses were made, which were necessary in all reasonableness, these will also be eligible for reimbursement.
- The buyer will owe all legal expenses made by the seller in all cases, unless these are unreasonably high. This only applies in case the seller and the buyer go to court over an agreement to which these general terms and conditions apply, and the judicial decision that is not open to appeal determines that the buyer is completely or for the most part deemed to be in the wrong.
We can only be held liable by the buyer under the following circumstances;
- We are liable if damage has been caused deliberately or due to gross negligence by us.
- Our liability including liability for applicable additional services is limited to 10% of the amount of the offer and/or invoice with a maximum of at €5000.
14. Force majeure
- Force majeure is understood to mean circumstances that impede the fulfilling of the commitment, and that we cannot be held responsible for. This will (in case and insofar as these circumstances make fulfilment impossible or form an unreasonable hindrance) also include: strikes in companies other than our own, a general lack of necessary raw materials and other items or services that are necessary for the realisation of the agreed performance; unforeseeable stagnation in suppliers or other third parties that we depend upon and general shipping problems.
- We have the right to refer to force majeure when the circumstances that impede (further) fulfilment take place after the time we were supposed to fulfil our commitment.
- During force majeure our delivery and other obligations will be suspended. In case the time it takes us to fulfil our obligation is longer than forty-five days due to force majeure, both parties have the right to terminate the agreement, without there being an obligation to compensate damages in that case.
- When we have already partially fulfilled our obligation upon the commencement of the force majeure, or will only be able to partially fulfil our obligation, we have the right to invoice the already delivered part and/or deliverable part separately and the other party is then obliged to pay this invoice as if it were a separate contract. However, this does not apply when the already delivered part and/or deliverable part does not have an independent value.
15. Settlement of disputes
Contrary to legislation regarding the jurisdiction of the civil court, any dispute between buyer and seller, in case this falls within the jurisdiction of the court, will be settled by the court in Zwolle. We however maintain the right to file a lawsuit against the buyer before a court that is authorized according to the law or the applicable international treaty.
16. Applicable law
Dutch law applies to any and every agreement between us and the buyer.