Article 1: Applicability
1.1 These general terms and conditions of purchase apply to every request for a quotation issued by Interseafish BV and every agreement (in whatever form) between Interseafish BV and a seller (a ‘seller’ is any natural person or legal entity or any collaborative venture with which Interseafish BV wishes to conclude or has concluded an agreement). These general terms and conditions will also apply to any follow-up and ancillary agreements.
1.2. The agreement comes into force once the seller has received the acceptance of the seller’s offer, whereby the seller agrees to the statement of applicability of these general terms and conditions of purchase and if necessary renounces any statement of applicability in its own terms and conditions of sale.
1.3. The applicability of the seller’s general terms and conditions is expressly rejected and excluded.

Article 2: Quotations
2.1. Prices are based on delivery to the agreed location in the manner specified in the quotation or agreed further with the seller. All prices are exclusive of Dutch VAT.
2.2. Agreements are only binding on Interseafish BV once they have been confirmed in writing or electronically, including in the case of agreements concluded by intermediaries or representatives with third parties on behalf of Interseafish BV.

Article 3: Amendments
3.1. Interseafish BV reserves the right to amend these general terms and conditions of purchase. In the event of a long-term commercial relationship in which the general terms and conditions are not sent as standard every time (although they still apply), the seller will be notified by e-mail or letter of any such amendment at least thirty days before the amendment comes into force.
3.2. Deviations from these terms and conditions of purchase only apply if expressly agreed by Interseafish BV and the seller in writing or electronically.
3.3. Any change and/or partial cancellation or full cancellation of an order or assignment or agreement by or at the request of the seller is only possible with prior written permission from Interseafish BV; in the event of a change and/or partial cancellation at the request of the seller, Interseafish BV is entitled pass on the associated (additional) costs to the seller.
3.4. In the case of sellers who use another currency than the euro, the price is determined by the exchange rate on the quotation date.
3.5. The absence of agreement on a change to the sales price constitutes a dispute that is subject to Article 17 of these general terms and conditions of purchase.

Article 4: Quality and description
4.1. The seller gives Interseafish BV an undertaking to deliver goods to it that meet the description, quality and quantity specified in the quotation (or any later amended version).
4.2. The seller must make sure that any consumables it delivers comply with the European and/or Dutch statutory quality requirements as applicable when the agreement was concluded.

Article 5: Packaging
5.1. The seller gives Interseafish BV an undertaking that it will pack the goods properly (unless the nature of the goods precludes this) and secure them in such a way that they will reach their destination in a good state under normal transport conditions. The seller is responsible for arranging the usual transport insurance.

Article 6: Delivery and delivery period
6.1. The delivery takes place at the delivery location agreed with Interseafish BV, taken to mean the place where the goods are delivered by or on behalf of the seller.
6.2. The seller is in default in the event of any delivery exceeding the agreed delivery period.
6.3. If Interseafish BV exceeds the agreed delivery period, this does not give any right to compensation for losses unless this was agreed either in writing or electronically.
6.4. The costs of transport to the agreed delivery location will be borne by the seller.
6.5. The seller is never entitled to fulfil the agreement or order as partial deliveries.

Article 7: Storage
7.1. If Interseafish BV is not able to receive the goods at the agreed time for whatever reason and these goods are ready for shipment, the seller will store the goods securely at the request of Interseafish BV, if the seller’s storage options so allow, and will take all reasonable measures to prevent any deterioration in quality until the goods have been delivered to Interseafish BV.
7.2. Interseafish BV is obliged to compensate the seller for the storage costs against the standard rate in the sector from the time that the goods were ready for shipment, or from the delivery date agreed in the sale agreement if this is later.

Article 8: Use of third parties
8.1. The seller is authorised to use third parties, if given express permission from Interseafish BV to do so, for carrying out the agreement. The associated costs will be passed on to Interseafish BV in accordance with price specifications provided to Interseafish BV beforehand.
8.2. The seller is always responsible for the manner in which the third parties engaged by the seller carry out their work and is liable for any shortcomings on the part of these third parties.

Article 9: Transfer of ownership and risk
9.1. Without prejudice to the provisions concerning the risk and transfer of risk, the seller retains ownership of all goods delivered by or on behalf of the seller to Interseafish BV until these goods have been paid for.
9.2. Interseafish BV is obliged to keep the goods that are still owned by the seller separate from other items and also to store them properly.
9.3. Interseafish BV has the power of disposal over goods where ownership still resides with the seller in a manner appropriate for its normal business operations.
9.4. If third parties impound goods delivered by the seller that are subject to reservation of ownership, Interseafish BV will immediately notify the seller of this.

Article 10: Force majeure
10.1. The delivery period referred to in Article 6 will be extended by the period during which the seller is prevented from fulfilling its obligations due to force majeure.
10.2. Force majeure on the part of the seller is deemed to apply if (after the sale agreement has been concluded) the seller is prevented from fulfilling its obligations under this agreement or making preparations to do so due to war, the threat of war, civil war, terrorism, riots, wilful damage, fire, water damage, floods, strikes, factory sit-ins, lockouts, obstacles to purchasing and export, government measures, machinery failure or disruptions to the power supply, whether in the seller’s company or that of third parties from which the seller needs to obtain some or all of the required raw materials and other materials, or during storage or transport, whether or not in-house, and furthermore due to all other causes for which the seller cannot be held responsible or that do not constitute risks to be borne by the seller.
10.3. If the delivery is delayed by more than one month due to force majeure, both the seller and Interseafish BV are entitled to deem the agreement to have been cancelled. In that case, the seller is not entitled to compensation by Interseafish BV for any costs it has incurred.
10.4. If the force majeure occurs after part of the agreement has already been effected and if the remaining delivery is delayed by more than one month, Interseafish BV is authorised either to retain that part of the goods that has already been delivered and to pay the sum owed for this, or to deem the agreement to have been cancelled, including that part that has already been effected, under the obligation to return goods to the seller that have already been delivered to Interseafish BV.

Article 11: Liability
11.1. Except for its responsibilities specified elsewhere in these terms and conditions, Interseafish BV will never be liable for any direct or indirect losses resulting from business interruptions, delays, disruptions or any other trading losses or loss of profits for whatever reason or of whatever nature.
11.2. Furthermore, Interseafish BV is in particular never liable for any direct or indirect losses caused by damage by staff in its employment, whether directly or indirectly, to any goods and persons whatsoever.
11.3. The above applies mutatis mutandis to goods that are entrusted by or on behalf of the seller to Interseafish BV for storage, usage and processing.
11.4. Interseafish BV is never obliged to pay any further compensation for losses beyond the amount paid out by the insurance policy that Interseafish BV has concluded for this purpose (plus any applicable excess), except in the case of intent or gross negligence and insofar as this is not in violation of mandatory law.
11.5. The seller indemnifies Interseafish BV against all claims by third parties due to product liability as a result of a deficiency in a product that has been delivered by the seller to Interseafish BV and/or has been delivered by Interseafish BV to a third party that consisted in whole or in part of products or services provided by or to Interseafish BV.

Article 12: Reselling
12.1. Interseafish BV is authorised at all times to add its own trademark to the packaging of the goods. 

Article 13: Complaints
13.1. Complaints of whatever nature concerning deep-frozen products or other products will be sent with supporting arguments/specification by Interseafish BV to the seller by e-mail within seven days of the delivery.
13.2. Complaints about an invoice are only valid if they are sent by e-mail with supporting arguments or a specification within fourteen days of the receipt of the invoice.
13.3. The submission of a complaint releases Interseafish BV in relevant cases from its payment obligation with respect to the seller and Interseafish BV is authorised to invoke the suspension and/or offsetting of payments.

Article 14: Price and payment
14.1. In addition to the price of the goods, the sales price covers the costs of packaging, transport and delivery to the location as agreed in Article 6.
14.2. The sales price is always specified in the Dutch currency and must be paid in the Dutch currency unless agreed otherwise.
14.3. Unless agreed otherwise in writing, payment must be made within the payment period specified in the invoice or quotation, by means of a bank transfer, prepayment or letter of credit. If no specific payment period has been agreed, a payment period of 30 days applies.
14.4. The value date showing when the payment was received in the bank statements of Interseafish BV is deemed to be the date on which the payment took place.

Article 15: Default and its consequences
15.1. The seller will be in default merely through the expiry of the period within which a payment or repayment or fulfilment of another obligation should have taken place, without any further reminder, demand or notice of default being required.
15.2. If the seller fails to make a payment or repayment that is due to Interseafish BV on time, the seller will automatically be liable with respect to Interseafish BV for the statutory commercial interest in accordance with Dutch law and with effect from the day on which the payment period expired.
15.3. All judicial and extrajudicial costs incurred, including costs incurred by Interseafish BV for legal assistance and legal advice, are for the account of the seller. The extrajudicial costs of collection are set at 15% of the amount owed by the seller including the associated interest, without prejudice to the right of Interseafish BV to claim compensation from the seller for the actual costs of collection if these costs should exceed the aforementioned 15%.

Article 16: End of the agreement
16.1. In the event of default by the seller, Interseafish BV will be entitled to cancel or terminate the agreement without recourse to the courts, without prejudice to the right of Interseafish BV to claim compensation for losses and to take other measures or legal action, and without prejudice to the right of Interseafish BV to demand fulfilment (with or without compensation for losses) instead of cancellation of the agreement.
16.2. Interseafish BV will be able to cancel the agreement with immediate effect if:

1. the seller is declared to be in a state of liquidation, assigns its assets, submits a request for suspension of payments, is granted a provisional or definitive suspension of payments, or if attachments have been made of all or part of the seller’s assets;
2. the seller is a natural person and the seller dies, is placed in receivership, is declared to be subject to the Natural Persons Debt Rescheduling Act or an equivalent law in another country, or if goods belonging to the seller are placed under administration;
3. the seller is a legal entity and the liquidation of the seller has started or if an action for the dissolution of the seller has been instituted or if there has been a resolution for the dissolution of the seller.

16.3. If an agreement is cancelled or terminated as a consequence of the provisions in this article, the seller’s obligations with respect to Interseafish BV as at the date of the cancellation or termination will remain in force in full and the seller will owe any associated interest and costs in accordance with the provisions in these terms and conditions, notwithstanding the right of Interseafish BV to demand compensation for losses and any other rights accruing to Interseafish BV.           

Article 17: Applicable law and settlement of disputes
17.1. Dutch law applies to all requests for quotations, agreements, deliveries and services issued, concluded, made or performed by or on behalf of Interseafish BV, with the explicit exclusion of the applicability of the Vienna Sales Convention or its successor.
17.2. All disputes, including those that are only considered to be such by one of the parties, that result from or are related to an agreement that is subject to these terms and conditions of purchase or its implementation and that cannot be resolved amicably will be settled by the competent court with territorial jurisdiction in the District Court of Zeeland-West-Brabant in Middelburg (NL) as the court of first instance, with the proviso that if a certain court has been assigned as the mandatory competent court, the dispute will be settled in that court as the assigned court of first instance.

Article 18: Validity of the terms and conditions
18.1. If any provision in these terms and conditions of purchase should be invalid and/or not enforceable in full or in part, this will have no effect whatsoever on the validity of all the remaining provisions of these terms and conditions of purchase.
18.2. If any provision in these terms and conditions of purchase should be invalid but would be valid if it had a more restrictive scope or purpose, this provision will automatically apply with the most extensive scope or purpose possible within the more restrictive scope or purpose that is valid.
18.3. If these general terms and conditions of purchase are drawn up as texts in both Dutch and another language, the Dutch text is binding in the event of any discrepancies between the texts.
18.4. On request, we will send you the original Dutch text (Algemene inkoopvoorwaarden) of our General Terms and Conditions of Purchase.

English and Dutch versions of these general terms and conditions of purchase have been filed with the Chamber of Commerce for the Southwest Netherlands under Chamber of Commerce number 22023304.