Article 1: Applicability
1.1. These general terms and conditions of sale apply to every offer and quotation by Interseafish BV and every agreement (in whatever form) between Interseafish BV and a counterparty party (the ‘counterparty’ 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 Interseafish BV has received the acceptance of its offer; the acceptance must show that the counterparty agrees to the statement of applicability of these general terms and conditions of sale and if necessary renounces any statement of applicability in its own terms and conditions of purchase.
1.3. If the acceptance contains reservations or amendment regarding the quotation, the agreement will notwithstanding the provisions in the previous paragraph only come into force once Interseafish BV has informed the counterparty that it consents to these deviations from the quotation.
1.4. The applicability of the general terms and conditions of the counterparty is expressly rejected and excluded.

Article 2: Quotations
2.1. All quotations, price specifications and similar are entirely without obligation, unless agreed otherwise, as are messages concerning delivery times, for which only rough guides can be given based on normal conditions.
2.2. All quotations are valid subject to final confirmation.
2.3. The counterparty can never derive the right to refuse the goods from the provision in Article 2 paragraph 1, nor can it derive the right to suspend its obligation to pay, nor is the counterparty entitled to terminate the agreement.
2.4. Interseafish BV applies the prices specified in the quotation for the counterparty. The counterparty cannot derive any rights from the prices specified in quotations for other parties.
2.5. Prices are based on delivery to the agreed location in the manner specified in the quotation or agreed further with the counterparty. All prices are exclusive of Dutch VAT.
2.6. 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 sale. 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 counterparty 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 sale only apply if expressly agreed by Interseafish BV and the counterparty 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 counterparty is only possible with prior written permission from Interseafish BV and on the condition that any goods already delivered by Interseafish BV that are not being returned (or cannot or must not be returned) are compensated/paid for in full by the counterparty. In the event of a change and/or partial cancellation at the request of the counterparty, Interseafish BV is entitled pass on the associated (additional) costs to the counterparty and to determine a new delivery period.
3.4. Interseafish BV is entitled to pass on changes in purchase prices, wages, rents, exchange rates and other relevant costs.
3.5. In the case of counterparties who use another currency than the euro, the price is determined by the exchange rate on the quotation date.
3.6. If Interseafish BV and the counterparty make annual agreements, the ensuing benefits (such as bonuses, discounts, etc.) do not accrue to the counterparty if the agreement between the parties is terminated early, before the end of the contract year.
3.7. 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 sale. 

Article 4: Quality and description
4.1. Interseafish BV gives the counterparty an undertaking to deliver the goods to it that meet the description, quality and quantity as specified in the quotation (or any later amended version).
4.2. The consumables delivered by Interseafish BV are only deemed to be unsound as defined in law if the counterparty demonstrates that the consumables do not comply with the European and/or Dutch statutory quality requirements as applicable when the agreement was concluded. The counterparty is responsible at all times for reporting and checking the applicable legislation in its own country or the country to which the goods are delivered.

Article 5: Packaging
5.1. Interseafish BV gives the counterparty 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. Interseafish BV is responsible for arranging the usual transport insurance if the transportation is at the risk of Interseafish BV.
5.2. If Interseafish BV has provided pallets, skids, packing cases, crates, containers, etc. for the packaging and transport, or has arranged for a third party to do so, whether or not after payment of a deposit or guarantee, the counterparty is obliged (unless single-use packaging is involved) to return the skids etc. to the address specified by Interseafish BV. In the event of failure to do so, the counterparty is liable for compensation to Interseafish BV for losses unless agreed otherwise.
5.3. The counterparty is required to take due care of the articles delivered by Interseafish BV and the materials it provides. In the event of failure to do so, the counterparty is liable for compensation to Interseafish BV for losses unless agreed otherwise.

Article 6: Delivery and delivery period
6.1. The delivery takes place at the delivery location agreed with the counterparty, taken to mean the place where the goods are delivered by or on behalf of Interseafish BV.
6.2. When determining the delivery period, Interseafish BV assumes that it will be able to carry out the order under the circumstances known to it at that point.
6.3. Interseafish BV will not be deemed immediately in default in the event of any delivery exceeding the agreed delivery period. Interseafish BV will only be in default if a further, reasonable deadline is set and it fails to deliver within that further deadline for reasons attributable to it.
6.4. If Interseafish BV exceeds the agreed delivery period, this does not give any right to compensation for losses unless this was agreed in writing or electronically.
6.5. The costs of transport to the agreed delivery location are borne by Interseafish BV if this has been agreed, with the exception of any costs for release at the border.
6.6. After the goods have been made available, the counterparty party must collect them without delay unless agreed otherwise.
6.7. The risk transfers to the counterparty even in the event of failure to collect the goods.
6.8. If the goods are not collected by the counterparty within the delivery period or delivery deadline, Interseafish BV is entitled to invoice the counterparty for the goods in question; furthermore, Interseafish BV is entitled to store or arrange the storage of these goods as it sees fit but entirely for the account and risk of the counterparty. In the event of non-collection by the counterparty within the applicable period, Interseafish BV will be able to demand fulfilment by the counterparty or to terminate the agreement, as it wishes, without prejudice to the right of Interseafish BV to claim compensation for losses in both cases.
6.9. The counterparty gives Interseafish BV permission, should the situation arise, to carry out the agreement or order in instalments and to invoice the counterparty separately for each partial delivery in question.

Article 7: Storage
7.1. If the counterparty is not able to receive the goods at the agreed time for whatever reason and these goods are ready for shipment, Interseafish BV will store the goods securely at the request of the counterparty, if Interseafish BV’s storage options so allow, and it will take all reasonable measures to prevent any deterioration in quality until the goods have been delivered to the counterparty.
7.2. The counterparty is obliged to compensate Interseafish BV for the storage costs against the standard rate at Interseafish BV or (in the event that no such rate exists) 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. Interseafish BV is authorised to use third parties for the carrying out the agreement. The associated costs will be passed on to the counterparty in accordance with the price specifications provided.
8.2. Interseafish BV does not bear any responsibility for the manner in which third parties engaged by it perform their work and is not liable for any shortcomings of these third parties, except in the case of intent, gross negligence or deliberate recklessness on the part of Interseafish BV. 

Article 9: Transfer of ownership and risk
9.1. Without prejudice to the provisions concerning the risk and transfer of risk, all goods delivered by or on behalf of Interseafish BV remain the property of Interseafish BV until full payment has been made to Interseafish BV of all that is owed by the counterparty on whatever grounds.
9.2. In the event of non-payment of any amount due and payable by the counterparty to Interseafish BV and furthermore in the event of the agreement being terminated, Interseafish BV will be entitled to demand the return as its own property of the goods that are subject to retention of ownership and to take the associated measures or arrange for such measures to be taken, offsetting any amounts that have already been paid for those goods, without prejudice to the right of Interseafish BV to claim compensation for any loss or damages sustained.
9.3. The counterparty is obliged to keep goods that are still the property of Interseafish BV clearly separate from other items and to store them properly, with proper insurance for the risk of damage or loss due to fire, explosion or theft.
9.4. The counterparty does not have the right of disposition over goods where ownership still resides with Interseafish BV other than in a manner appropriate for normal business operations; this does not include the use of those goods for providing collateral.
9.5. The counterparty is obliged to cooperate fully with the implementation of the reservation of ownership by Interseafish BV in the circumstances specified in the previous paragraphs, under penalty of an immediately due and payable fine of €500 per day. All costs of recovery are for the account of the counterparty.
9.6. If third parties impound goods delivered by Interseafish BV that are subject to a reservation of ownership, the counterparty must immediately notify Interseafish BV of this.
9.7. If Interseafish BV has reasonable doubts about the counterparty’s ability to pay, Interseafish BV is authorised to postpone delivery of the goods pursuant to Article 6 until the counterparty has provided collateral for the payment. The counterparty is liable for the losses sustained by Interseafish BV due to the delayed delivery.
9.8. If Interseafish BV delays shipment at the request of the counterparty in accordance with the provisions in Article 7, Interseafish BV will retain ownership of the goods until they have been transported and delivered to the counterparty at the location or locations referred to in Article 6, paragraph 1.

Article 10: Force majeure
10.1. The delivery period referred to in Article 6 will be extended by the period during which Interseafish BV is prevented from fulfilling its obligations due to force majeure.
10.2. Force majeure on the part of Interseafish BV is deemed to apply if, after the sale agreement has been concluded, Interseafish BV is prevented from fulfilling its obligations under this agreement or making preparations for this due to a poor catch, 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 Interseafish BV’s company or that of third parties from which Interseafish BV 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 Interseafish BV cannot be held responsible or that do not constitute risks to be borne by Interseafish BV.
10.3. If the delivery is delayed by more than two months due to force majeure, both Interseafish BV and the counterparty are entitled to deem the agreement to have been cancelled. In that case, Interseafish BV is entitled to compensation for any costs it has incurred.
10.4. If the force majeure occurs after part of the agreement has already been performed and if the remaining delivery is delayed by more than two months, the counterparty is authorised to either retain that part of the goods that has already been delivered and to pay the sum owed for this, or to deem the agreement as having been cancelled, including that part that has already been carried out , under the obligation to return the goods to Interseafish BV that have already been delivered to the counterparty, at the expense and risk of the counterparty, if counterparty can demonstrate that the goods that have already been delivered can no longer be used effectively by the counterparty due to the fact that the remaining goods have not been delivered.

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 to goods delivered to or by it by relevant 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 counterparty 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 counterparty 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 counterparty to a third party, where the product consisted in whole or in part of products or services provided by or to Interseafish BV.

Article 12: Reselling
12.1. The counterparty is authorised to add its own trademark to the packaging of the goods but is not permitted to do so in a way that renders the trademark of factory marking of Interseafish BV or its affiliates illegible or invisible.

Article 13: Complaints
13.1. Complaints of whatever nature concerning deep-frozen products or other products must be sent with supporting arguments/specification by the counterparty to Interseafish BV by e-mail within 48 hours of the delivery.
13.2. In the absence of any complaint within the term that applies for the product in question, the counterparty will be deemed to have accepted it.
13.3. Interseafish BV must always be given the opportunity to investigate any complaints.
13.4. Complaints about an invoice are only valid if they are sent by e-mail with supporting arguments or a specification within seven days of the receipt of the invoice.
13.5. The submission of a complaint never releases the counterparty from any payment obligations with respect to Interseafish BV. The counterparty is never authorised to offset payments as referred to Article 14.6.
13.6. Returns of the goods delivered or any part thereof for any reason whatsoever can only be done with express written permission and shipping instructions obtained in writing beforehand from Interseafish BV.
13.7. Should the counterparty already have commenced processing the products as defined in paragraphs 2 and 3, all rights to make claims or complaints will lapse.

Article 14: Price and payment
14.1. The sales price never 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.
14.5. Every payment made by the counterparty will in the first instance be used to settle the interest it owes and the costs of collection and administrative costs owed to Interseafish BV and then for settling the outstanding claims in age order, i.e. beginning with the oldest outstanding claim.
14.6. Offsetting and deferment of payments by the counterparty are expressly excluded. Invoices from Interseafish BV must be paid by the counterparty on time without appeal and without deferments and/or offsetting.
14.7. In the case of non-payment or late payment or termination of the agreement, all claims that Interseafish BV has against the counterparty will fall due immediately. Interseafish BV is then entitled to suspend the fulfilment of all its obligations pursuant to agreements that may exist between the parties and to retract any agreements about discounts.
14.8. Interseafish BV can demand satisfactory assurances (as Interseafish BV sees fit) for the payment or can required advance payment in part or in full. If the assurances or advance payments are not received by Interseafish BV within the reasonable term that it has specified, Interseafish BV is then entitled to suspend the fulfilment of all its obligations pursuant to agreements that may exist between the parties and (after issuing a reminder) to dissolve the agreement in question in its entirety or in part, notwithstanding its rights to compensation for damages.
14.9. If the counterparty still owes any payments, Interseafish BV is entitled to offset these open claims against for example any discount yet due to be paid to the counterparty or due to be paid later.

Article 15: Default and its consequences
15.1. The counterparty will be in default merely through the expiry of the period within which a payment or fulfilment of another obligation should have taken place, without any further reminder, demand or notice of default being required.
15.2. If the counterparty fails to make a payment that is due to Interseafish BV on time, the counterparty 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 counterparty. The extrajudicial costs of collection are set at 15% of the amount owed by the counterparty including the associated interest, without prejudice to the right of Interseafish BV to claim compensation from the counterparty 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 counterparty, 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, to make use of the rights pursuant to retention of ownership, 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 the counterparty with immediate effect if:

1. the counterparty 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 counterparty’s assets;
2. the counterparty is a natural person and the counterparty 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 counterparty are placed under administration;
3. the counterparty is a legal entity and the liquidation of the counterparty has started or if an action for the dissolution of the counterparty has been instituted or if there has been a resolution for the dissolution of the counterparty.

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

Article 17: Applicable law and settlement of disputes
17.1. Dutch law and the Vienna Sales Convention apply to all quotations, agreements, deliveries and services issued, concluded, made or performed by or on behalf of Interseafish BV.
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 sale 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 sale 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 sale.

18.2. If any provision in these terms and conditions of sale 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 sale 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. At your request, we will send you the original Dutch text (Algemene verkoopvoorwaarden) of our General Terms and Conditions of Sale.

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