The conditions of sale
These general conditions apply to all our offers and sales agreements unless otherwise agreed in writing.
Deviations from these terms and conditions, or supplements to them, can only be agreed in writing by our management or sales manager and only apply to the agreement in question.
General conditions, under whatever name, of the buyer are hereby expressly rejected as not applicable.
2 OFFER PRICES
Our offers are, orally or in writing, at all times without obligation, unless explicitly stated otherwise in writing.
Prices quoted in foreign currencies are based on the exchange rates in force at the time of issue. If the currency concerned is devalued before invoicing has taken place, we are entitled to increase the purchase price by the devaluation percentage.
All quotations are exclusive of VAT.
3 ESTABLISHMENT OF AGREEMENTS
Purchase agreements for which the delivery is limited to € 22,500 may be concluded verbally, by telephone or in writing. In that case, the actual performance of the contract shall serve as proof of its conclusion and content.
Purchase agreements whose value exceeds € 22,500 may only be concluded if the management writes or faxes/telexes the following documents
confirmed. The purchase agreement in question is deemed to have been concluded if the buyer does not respond to the confirmation within 48 working hours.
All purchase agreements are entered into subject to the condition that they are within the buyer's credit limit set by us internally. If desired, the buyer will receive our written confirmation within a reasonable period given the scope of the agreement.
4 DELIVERY PERIOD
In the event that the delivery date is given free domicile/ex stock, only the delivery week indicated shall be normative, unless a more exact delivery date has been expressly agreed in writing.
In case of delivery free house/arrival boat, the delivery date given by us is not binding. The delivery date is given as an indication only.
In case of delivery CFR or FCA (lncoterms) the delivery month stated by us is not binding. The delivery month is given as an indication only.
For deliveries from other continents, we are not liable for late delivery. The buyer must always take delays into account with such deliveries.
Impossibility of delivery or exceeding the delivery period, regardless of the origin of the goods, does not oblige us to any compensation.
Exceeding the delivery period shall not entitle the buyer - even in the case of a cover purchase - to cancel the purchase or to fail to fulfil his payment obligations.
Delivery of the goods takes place CFR (inco-terms, cost and freight) for sea transport and inland waterways transport, shipped from an agreed Dutch port, or FCA (inco-terms, freight free until carrier) for road transport at an agreed location in the Netherlands, unless this is explicitly deviated from in the order confirmation.
In the case of sales on CFR or FCA conditions, the purchaser is obliged to take out transport insurance for the goods within 24 hours of the purchase being made, also at our expense, and to show us the insurance policy and the payment of the premium due in good time before delivery.
Delivery from the cold store only takes place during the opening hours of the cold store. Our cold store located at the Punterweg 45 in Maastricht is open for the collection of orders from:
08:00 - 12:30 from 1 August to 1 January and from
08.30 a.m. - 12.00 p.m. on other Mondays
In the case of delivery free domicile, the transport risk is borne by the buyer.
In the case of delivery free house/arrival boat, the buyer must decide within half an hour on working days between 08.00 and 17.00 to accept the goods. For unloading the goods, the buyer has 2 hours at his disposal, unless otherwise agreed.
The costs of waiting times as a result of exceeding the above time limit shall be borne by the buyer.
In the event that the agreement stipulates dates on which the buyer will call for the goods, the buyer will owe storage costs of € 0.02 per kilo (price level 2005) for each 28-day period commenced, ipso jure and without notice of default, if any scheduled call date is exceeded. This amount shall be invoiced and due as soon as a (new) period of 28 days has commenced. In that case the goods that should have been taken delivery of shall also be invoiced, whereby the date on which delivery was scheduled shall be regarded as the delivery date for the purposes of article 7 of these conditions.
The buyer is obliged to inspect the goods within 48 hours after arrival for defects, in the broadest sense of the word (including taking samples).
Complaints about quantities and weights, insofar as they are recognisable, will no longer be accepted after they have been signed for receipt of the delivery.
In case of CFR or FCA delivery by container, seller shall not be liable for any compensation in case of deviation in weight and quantities of the goods up to -/-2%.
Complaints concerning defects, in particular deviations in quality, insofar as they are recognisable, must be notified to us in writing within 2 working days of receipt, with the exception of fresh products.
Non-identifiable defects, in particular deviations in quality, weight or quantity, must be reported to us within 6 hours after the time at which the defects could reasonably have been discovered and must subsequently be confirmed in writing to us within 8 hours.
For fresh products, recognisable defects must be established immediately upon receipt. However, complaints regarding fresh products will no longer be accepted after signing for receipt of the delivery in question.
We are not liable for any unidentifiable defects of fresh products, unless the buyer proves that we were aware of them.
The submission of a claim does not release the buyer from his payment obligations in accordance with article 7 of these conditions, unless the claim has been accepted by us in writing.
In case of an accepted complaint we can, at our discretion, either take back the goods against reimbursement of the purchase price or replace the goods. However, the buyer is not entitled to any compensation.
Goods can only be returned by the buyer after the management or sales manager has agreed to this in writing. All returns shall take place at the expense and risk of the buyer.
The first delivery to a customer always takes place cash on delivery. In case of C.O.D. payment has only taken place if the relevant delivery person has signed the invoice and the receipt and provided his/her full name in block letters.
In all other cases, payment shall be made within 14 days of the delivery date, even if the purchaser has not received the invoice.
The purchaser, even if he has issued cheques, shall only have paid when the
The invoice amount is credited to our bank account. If the credit date is later than
If the customer exceeds the agreed term of payment, the claim shall be immediately due and payable without notice of default being required. In that case the interest mentioned below shall also become due and payable.
The costs incurred by us in the collection of any amount owed to us, including the extrajudicial costs and the cost of litigation and all other costs of legal assistance, even if these costs are not awarded by the court, shall be borne by the Purchaser, unless we are ordered to pay the costs by the court as the losing party.
The amount of the extrajudicial collection costs is hereby fixed at 15% of the principal sum and interest, or so much higher as these costs actually appear to be. These costs are owed by the mere intervention on our part of a bailiff or lawyer.
The interest due by the buyer in case of late payment amounts to 1% of the invoice amount for each month or part of a month by which the due date is exceeded. The interest paid will be added to the principal sum after one year.
The purchaser is never entitled to a payment discount, nor is he entitled to deduct amounts from the invoice amount payable for whatever reason, or to suspend any payment for whatever reason. Only our credit notes may be offset at any time.
In case of non-payment of any amount due, of application for suspension of payment, of bankruptcy or liquidation of the Buyer's business, of attachment of the Buyer's goods, we have the right to dissolve the agreement, or the not yet executed part of it, and to take back the goods not yet paid for, without prejudice to the right to compensation of possible lost profit and/or suffered damage, direct or indirect. In these cases, any claim we may have against the buyer will be immediately due and payable.
We are always authorised to require the Buyer to provide a bank guarantee or a comparable security for the purchase price or a part thereof.
8 RETENTION OF TITLE
All goods delivered shall remain our property until the purchaser has fully met his payment obligations to us in respect of any delivery or activity, including damages, interest and costs.
The Buyer undertakes at all times to maintain the identification of the goods and, in the event of their loss or absence, to clearly mark them so that there can be no doubt as to the origin of the goods, the party to which they were delivered and the content of the delivery.
The Buyer is not entitled to sell, transfer ownership and/or otherwise make the goods available and/or encumber them to third parties before the time of transfer of ownership stated in Article 8.1.
Where appropriate, we are entitled to unhindered access to the premises where the goods are located and the buyer will provide us with all the assistance we require to enable us to repossess those goods.
The Purchaser hereby establishes a pledge for our benefit in respect of all claims which he may acquire or may have acquired in connection with the sale of the goods delivered to third parties or in respect of payments on account of insurance in relation to those goods, and undertakes vis-à-vis us to do on our first request everything that is useful or desirable for the establishment and exercise of our pledge, including the drawing up of a deed and the registration thereof, as well as the communication to the third party.
With regard to deliveries to Germany the parties explicitly agree that the consequences of the law of property with regard to the retention of title of the goods destined for export to Germany shall be governed by German law and that the following provision of article 8.7 shall replace articles 8.1 through 8.4
8.7 Right of ownership
1 Die Ware bleibt bis zur Erfüllung aller Forderungen, die uns aus jedem Rechts-grund gegen Käufer zustehen, unseres Ei-gentum.
2 Verarbeitung oder Umbildung erfolgen stets für uns, jedoch ohne Verpflichtung für uns. Entsteht durch Verarbeitung oder Umbildung der Ware Miteigentum für uns und Käufer, so wird bereits jetzt verein-bart, dass das Miteigentum des Käufers an der einheitlichen Sache wertanteilsmäßig (Rechnungswert) auf uns übergeht. Käufer verwahrt das Eigentum für uns unentgelt-lich. Die Ware, an der uns Eigentum zus-teht, wird als Vorbehaltsware bezeichnet.
3 Käufer ist berechtigt, die Vorbehaltsware im ordnungsgemäßen Geschäftsverkehr zu verarbeiten und zu veräußern, solange er nicht in Zahlungsverzug ist.
4 Verpfändungen oder Sicherungsübereigungen sind unzulässig, sofern wir dem nicht ausdrücklich und schriftlich zuges-timmt hat.
5 Die aus dem Weiterverkauf oder einem sonstigen Rechtsgrund (Versicherung, unerlaubte Handlung etc.) bezüglich der Vorbehaltsware entstehenden Forderungen tritt Käufer bereits jetzt sicherungshalber im vollen Umfang an uns ab, weil wir die Abtretung annehmen. Wir ermächtigen Käufer jedoch widerruflich, die an uns ab-getretenen Forderungen für deren Rech-nung im eigenen Namen einzuziehen. Auf unsere Aufforderung hin wird Käufer die Abtretung offenlegen und jedem die erfor-derlichen Auskünfte und Unterlagen ge-ben. Weigert sich Käufer dazu, sind wir berechtigt, dies selbst zu tun und die For-derung auf Kosten des Käufers selbst ein-zuziehen.
6 Bei Zugriffen Dritter auf die Vorbehalts-ware wird Käufer auf unseres Eigentum hinweisen und diese unverzüglich ben-achrichtigen. Soweit Käufer dem nicht nachkommt, hat er sämtliche dadurch ent-stehenden Kosten und Schäden an uns zu ersetzen.
7 Bei vertragswidrigem Verhalten des Käu-fers, insbesondere Zahlungsverzug, sind wir berechtigt, die Vorbehaltsware auf Kosten des Käufers zurückzunehmen oder ggf. Abtretung der Herausgabeansprüche des Käufers gegen Dritte zu verlangen.
8 In der Zurücknahme sowie in der Pfän-dung der Vorbehaltsware durch uns liegt kein Rücktritt vom Vertrag.
9 Übersteigt der Wert der Vorbehaltsware oder der abgetretenen Forderungen die Forderungen von gegen Käufer um mehr als 15%, so haben wir die Wa-re/Forderungen um den übersteigenden Wertanteil auf Verlangen des Käufers frei-zugeben.
9 FORCE MAJEURE
If a case of force majeure of a permanent nature occurs, we are entitled to terminate the agreement with immediate effect without any obligation to pay compensation.
If a case of force majeure of a temporary nature occurs, we are entitled without any obligation to compensation either to suspend the performance of the agreement or to terminate the agreement with immediate effect.
Force majeure of a temporary or permanent nature is understood to mean all circumstances that prevent the performance of the agreement, even if these circumstances were foreseeable at the time the agreement was entered into, such as fire, war, threat of war, state of siege, mobilisation, hostilities, lockout, lack of labour force, transport difficulties, export, import or transit bans, non-delivery or late delivery by our suppliers, stagnation in ports or during transport, strikes and all other circumstances which the seller could not reasonably prevent.
The Seller accepts no liability whatsoever for any direct and/or indirect loss resulting from, for example, business interruption, delay or disruption, or for any other trading loss for whatever reason or nature.
The seller is only liable to the buyer for damage if the buyer proves that the damage was caused by intent or gross negligence on the part of the seller.
The purchaser is obliged to indemnify us and hold us harmless against all claims by third parties for compensation for damage for which we are liable.
in these conditions in the relationship to the buyer is excluded, including product liability.
11 PRODUCT LIABILITY
This provision regarding product liability shall apply exclusively insofar as the goods supplied by us are to be regarded as products within the meaning of the statutory product liability regulations.
Insofar as the products delivered by us originate from hunting, directly related consequences do not constitute a defect within the meaning of the statutory product liability regulations, regardless of whether or not the products have been processed.
The buyer is obliged to inform his successor, including the consumer, of the possible consequences of the hunt as referred to above.
The seller is only liable for personal damage suffered by the buyer or third parties as a result of a defect in the product if it is shown that the damage was caused by intent and/or gross negligence on the part of the buyer or a person for whom he is responsible.
The Seller is not liable for damage to other items if the products are in the Buyer's possession. Nor shall the Seller be liable for damage to products produced by the Buyer with or using the delivered products. Nor shall the Seller be liable for any other direct or indirect damage resulting from any defect in the product supplied.
12 DISPUTE RESOLUTION, APPLICABLE LAW AND FORUM
All disputes arising from or as a result of the tenders and/or offers made by us and/or agreements entered into with us, will in the first instance be exclusively decided by the Rechtbank Limburg.
The provisions of the previous paragraph of this article apply exclusively to us; we are therefore at all times entitled to apply to the competent court.
All our agreements are exclusively governed by Dutch law, while the applicability of the Vienna Convention on the International Sale of Goods (CISG) is expressly excluded.