Terms and Conditions

General Terms and Conditions of Mooijer-Volendam B.V., with registered office at Dwarskuul 2, 1131 PS Volendam.

On this page

• Article 1: General
• Article 2: Offers
• Article 3: Contract
• Article 4: Prices
• Article 5: Raw materials
• Article 6: Delivery and delivery time
• Article 7: Transport/risk
• Article 8: Non-attributable failure to perform
• Article 9: Liability
• Article 10: Complaints and returns
• Article 11: Retention of title
• Article 12: Payment
• Article 13: Interest and costs
• Article 14: Governing law
• Article 15: Disputes

Article 1: General

1. All our quotations, contracts and their performance are governed exclusively by these terms and conditions. Any deviations must be expressly agreed with us in writing.
2. In these terms and conditions, ‘the other party’ means any natural or legal person who has entered into, or wishes to enter into, a contract with our company, as well as their representative(s), authorised representative(s), successors in title and heirs.
3. The applicability of any general terms and conditions used by the other party is expressly excluded.

Article 2: Offers

1. All offers made remain valid for a period to be specified by us. In the absence of such a period, our offers are non-binding.
2. The sending of offers and/or brochures, price lists and the like does not oblige us to deliver or to accept the order.
3. We reserve the right to refuse orders without giving reasons, or to deliver them on a cash-on-delivery basis.

Article 3: Contract

1. Subject to the provisions set out below, a contract shall only be concluded once we have accepted or confirmed an order in writing. The order confirmation shall be deemed to accurately and fully reflect the terms of the contract.
2. Any additional agreements or amendments made at a later date, as well as (verbal) agreements and/or undertakings made by our staff or on our behalf by our sales staff, agents, representatives or other intermediaries, shall only be binding on us if we have confirmed them in writing.
3. For work for which, by its nature and scope, no quotation or order confirmation is sent, the invoice and/or delivery note shall also be regarded as an order confirmation, which shall likewise be deemed to accurately and fully reflect the agreement.
4. Any agreement is entered into by us subject to the condition precedent that the other party – at our sole discretion – is found to be sufficiently creditworthy to fulfill the financial obligations under the agreement.
5. We are entitled, upon or after the conclusion of the agreement, and before performing (further) under it, to require the other party to provide security to ensure that both payment obligations and other obligations will be met.
6. We are authorised – should we deem it necessary or desirable – to engage third parties to ensure the proper performance of the agreement, the costs of which shall be passed on to the other party in accordance with the quotations provided. The other party is entitled, upon payment for goods already delivered or services already rendered, to terminate the contract on those grounds if it can cite valid reasons for doing so.

Article 4: Prices

1. Unless otherwise stated, all quotations are subject to price changes.
2. Unless otherwise stated, our prices are:
   • based on the levels of purchase prices, wages, labour costs, social security and government levies, freight charges, insurance premiums and other costs applicable at the time of the quotation or order;
   • based on delivery ex works, warehouse or other storage facility:
   • exclusive of VAT, import duties, other taxes, levies and charges;
   • exclusive of the costs of loading and unloading, transport and insurance;
   • quoted in Dutch currency; any exchange rate fluctuations will be passed on.
3. In the event of a reasonably unforeseeable increase in one or more of the cost factors, we are entitled to increase the order price accordingly, subject to any applicable statutory provisions in this regard; provided, however, that any future price increases already known must be stated in the order confirmation.

Article 5: Raw materials

All sales are subject to the resolutive condition that we will be able to purchase, at normal prices and in sufficient quantities, the raw materials required for the manufacture of the fish, semi-preserved fish and other preserved products sold.

Should the resolutive condition be fulfilled, we are obliged to notify the other party of this immediately, either in writing and/or verbally.

Article 6: Delivery and delivery time

1. Unless otherwise agreed, delivery shall be made to the other party’s home or business premises. The time of delivery shall be deemed to be the moment at which the goods leave our premises or warehouse. Delivery carriage paid shall only apply if and to the extent that this is specified by us, either on the invoice or otherwise.
2. The other party is obliged to inspect the goods delivered and/or the packaging immediately upon delivery for any shortages or damage, or to carry out this inspection following notification from us that the goods are at the other party’s disposal.
3. Any shortages or damage to the goods delivered and/or the packaging that are present at the time of delivery must be noted by the other party (or have them noted) on the delivery note, the invoice and/or the transport documents; failing which, the other party shall be deemed to have approved the goods delivered. In such cases, complaints in this regard will no longer be considered.
4. We are entitled to make partial deliveries, which we may invoice separately: the other party is then obliged to pay in accordance with the provisions of Article 12 of these terms and conditions.
5. The delivery time stated is always approximate, unless expressly agreed otherwise in writing.
6. We are obliged to adhere to the delivery time as far as possible, but shall only be liable for any delay once we have been granted a reasonable period of time to remedy the situation and have been given written notice of default.
7. In the event of a situation as referred to in the previous paragraph, our liability shall be limited to the amount of the invoice.
8. If the goods have not been taken delivery of by the other party after the expiry of the delivery period, they shall be stored at the other party’s disposal, at their expense and risk.

Article 7: Transport/risk

1. The method of transport, dispatch, packaging, etc. shall, unless the other party has provided us with further instructions, be determined by us in accordance with good commercial practice, without us bearing any liability in this regard. Any specific requests from the other party regarding transport or dispatch shall only be carried out if the other party has declared that it will bear the additional costs thereof.
2. The dispatch of goods shall always be at the other party’s expense and risk, even where carriage paid delivery has been agreed, and this shall apply even if the carrier requires that consignment notes, delivery addresses and the like include a clause stating that all transport damage is at the sender’s expense and risk.

Article 8: Non-attributable failure to perform

1. A non-attributable failure to perform is defined as: a failure that is not attributable to our fault and which, whether by law, legal act or in accordance with generally accepted commercial practice, should not be borne by us. Causes of non-attributable failures include, amongst others, industrial action, excessive sickness absence amongst our staff, transport difficulties, extreme weather conditions, fire, government measures – including, in any event, import and export bans, quotas – and operational disruptions at our premises or those of our suppliers, as well as breach of contract by our suppliers as a result of which we are unable (or no longer able) to fulfil our obligations towards the other party.
2. If, in our opinion, the cause of the non-attributable breach is of a temporary nature, we shall be entitled to suspend performance of the contract until such time as the circumstance giving rise to the breach no longer exists.
3. If the situation giving rise to the non-attributable failure to perform is of a permanent nature, the parties may reach an agreement regarding the termination of the contract and the associated consequences.
4. We are entitled to claim payment for the services rendered in the performance of the agreement in question, prior to the emergence of a situation as referred to in this article.
5. We are also entitled to invoke a non-attributable failure to perform if the circumstance giving rise to the failure to perform occurs after our services should have been delivered.

Article 9: Liability

1. Subject to our liability under mandatory statutory provisions and generally applicable principles of reasonableness and fairness, we shall not be obliged to pay any compensation for damage of any kind whatsoever, whether direct or indirect, including business interruption to movable or immovable property or to persons, whether belonging to the other party or to third parties.
2. Subject to the cover provided by our liability insurers, our liability shall at all times be limited to the net invoice value of the goods supplied.

Article 10: Complaints and returns

1. We will only consider any complaints if they are submitted to us – directly – within 24 hours of delivery of the items in question, with a detailed description of the nature and grounds of the complaints.
2. Complaints regarding invoices must also be submitted in writing within 8 days of the invoices’ date of dispatch.
3. Once this period has expired, the other party shall be deemed to have approved the goods delivered or the invoice, as the case may be. In such cases, we will no longer consider any complaints.
4. The other party is obliged to store the goods, insofar as they are semi-preserved products or goods that are perishable without refrigeration, in a refrigerated environment after delivery; failing which, we will not accept any returns.
5. If we deem the complaint to be justified, we are obliged solely to replace the defective products, without the other party being entitled to claim any further compensation whatsoever.
6. Returns of the goods delivered may only be made with our prior written consent.

Article 11: Retention of title

1. Goods delivered shall remain our property until full payment has been made of the amount owed to us by the other party in respect of those goods.
2. In the event of non-payment of any amount due, suspension of payments, an application for a moratorium on payments, bankruptcy, placement under guardianship, death or liquidation of the other party’s business, we shall be entitled, without notice of default and without judicial intervention, to cancel the order or that part of it which has yet to be delivered, and to reclaim any goods already delivered, but not paid for, or not paid for in full, as our property, set off against any sums already paid, without prejudice to our rights to claim compensation for any loss or damage. In such cases, any claim we have against the other party shall become due and payable immediately in full.
3. The goods may be resold or used by the other party in the course of its normal business operations, but may not be given as pledge nor serve as security for a claim by a third party.

Article 12: Payment

1. Unless otherwise agreed, payment must be made net cash on delivery, without any discount, or by deposit or bank transfer to a bank or giro account designated by us, within 14 days of the invoice date. For deliveries, the invoice amounts may be increased by a general credit restriction surcharge of at least 2 per cent, which may be deducted if payment reaches us within 14 days of the invoice date. The value date stated on our bank or giro statements is decisive and is therefore deemed to be the date of payment.
2. Any payment made by the other party shall first be applied towards the interest owed by them, as well as any collection costs and/or administrative costs incurred by us, and shall thereafter be deducted from the oldest outstanding claim.
3. In cases where the other party:
   1. is declared bankrupt, proceeds to surrender its assets, lodges an application for a moratorium on payments, or has all or part of its property seized;
   2. dies or is placed under guardianship;
   3. fails to fulfil any obligation incumbent upon it by virtue of the law or these terms and conditions;
   4. fails to pay an invoice amount or part thereof within the specified period;
   5. proceeds to cease or transfer its business or a significant part thereof, including the contribution of its company to a company to be established or an existing company, or proceeds to change the objective of its business,

we shall be entitled, upon the mere occurrence of any of the aforementioned circumstances, either to regard the agreement as terminated without any judicial intervention being required, or to claim immediately and in full any amount owed by the other party on the basis of the deliveries made by us, without any warning or notice of default being necessary, all without prejudice to our right to compensation for costs, damages and interest.

Article 13: Interest and costs

1. If payment has not been made within the period specified in the previous article, the other party shall be in default by operation of law and shall owe interest at a rate of 1 1⁄2 per cent per (part of a) month on the outstanding amount, with effect from the invoice date.
2. All judicial and extrajudicial costs incurred shall be borne by the other party. The extrajudicial debt collection costs shall amount to at least 15 per cent of the sum owed by the other party, including the aforementioned interest.

Article 14: Governing law

All our quotations, contracts and their performance are governed exclusively by Dutch law.

Article 15: Disputes

1. All disputes, including those which are regarded as such by only one party, arising out of or in connection with the contract to which these terms and conditions apply, or the terms and conditions themselves and their interpretation or performance, whether of a factual or legal nature, shall be settled by the competent civil court within our area of operation, in so far as the statutory provisions permit this.
2. The provisions of the preceding paragraph do not affect our right to bring the dispute before the civil court with jurisdiction in accordance with the normal rules of jurisdiction, or to have it settled by arbitration or binding opinion.