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ARTICLE 1. | DEFINITIONS
In these general terms and conditions, the following terms are used in the following meaning, insofar as the nature or purport of the stipulations does not dictate otherwise. 1. Toering: Toering Ship Supply, the user of these general terms and conditions, established in Harlingen, registered in the trade register under Chamber of Commerce number 60592893. 2. Other party: any natural or legal person, at least acting in the exercise of a profession or business, with whom Toering has concluded or intends to conclude an agreement. 3. Agreement: any agreement concluded between the other party and Toering with which Toering has committed itself towards the other party to the sale and delivery of products at a price further agreed between the parties. 4. Products: all items to be delivered to the other party by or on behalf of Toering within the framework of the agreement. 5. Written: to store both traditional written communication and digital communication on a durable data carrier, such as e-mail communication.
ARTICLE 2. | GENERAL PROVISIONS
1. These general terms and conditions apply to every offer from Toering and every agreement that has been concluded. 2. The applicability of the purchase or other conditions of the other party is expressly rejected. 3. The provisions of these general terms and conditions can only be deviated from in writing. If and insofar as what the parties have expressly agreed in writing deviates from the provisions of these general terms and conditions, what the parties have expressly agreed in writing will apply. 4. Annulment or nullity of one or more of the present provisions does not affect the validity of the other provisions. In such a case, the parties are obliged to enter into mutual consultation in order to make an alternative arrangement with regard to the affected clause. In doing so, the purpose and intent of the original provision will be taken into account as much as possible.
ARTICLE 3. | OFFER AND ESTABLISHMENT OF THE AGREEMENT
1. Any offer from Toering is without obligation. Quotations are provided subject to price changes. Prices quoted for fruit and vegetables are based on weekly prices. Prices of other products are valid for 14 days after the quotation date. 2. The other party cannot derive any rights from an offer from Toering that contains an obvious error or mistake. 3. The other party cannot derive any rights from an offer from Toering that is based on incorrect or incomplete information provided by the other party. 4. Every agreement is concluded by offer and acceptance. If the other party's acceptance deviates from Toering's offer, the agreement will not be concluded in accordance with this deviating acceptance, unless Toering indicates otherwise. 5. If the other party concludes the agreement on behalf of another natural or legal person, it declares that it is authorized to do so by entering into the agreement. In addition to this (legal) person, the other party is jointly and severally liable for the fulfillment of the obligations under that agreement.
ARTICLE 4. | TERMS
Toering makes every effort to comply with the delivery terms agreed between the parties. These terms can only be regarded as strict deadlines if it expressly follows from the agreement that delivery on a specific day and/or at a specific time is essential for the other party. In all other respects, Toering's default does not occur until the other party has given Toering notice of default in writing, stating a reasonable term for compliance and Toering is still in default after the expiry of the latter term.
ARTICLE 5. | CANCELLATION
The other party is entitled to cancel the agreement free of charge up to 24 hours before the agreed time of delivery, unless it concerns products that have been ordered from suppliers for the execution of the agreement. Cancellation must be made by e-mail.
ARTICLE 6. | DELIVERY
1. Unless expressly agreed otherwise, the delivery of ordered products takes place by delivery to the port of destination specified by the other party.
2. The method of packaging and delivery of the products is determined by or on behalf of Toering.
3. The risk of loss and damage to the products transfers to the other party at the moment that the products have been received by or on behalf of the other party, or at least, in the case of delivery, have been delivered at the place of destination.
4. If the agreed delivery period is exceeded, the other party is never entitled to refuse to accept the products to be delivered and/or to pay the agreed price, unless there is a strict deadline in accordance with article 4.
5. In the event that the other party refuses to take delivery of the ordered products or is otherwise negligent in receiving the products, the other party will, at Toering's first request, inform you of the period within which the other party will still fulfill its obligations in this regard. This term will never be longer than one month after the day of the request as referred to in the previous sentence. Toering is authorized to dissolve the agreement if the other party, after the expiry of the term referred to in the previous sentence, has still failed to take delivery of the products, without prejudice to the other party's obligation to pay the agreed price and costs as referred to in the following paragraph and without prejudice to the provisions of Article 9.
6. If Toering incurs reasonable costs when applying paragraph 5 which would not exist if the other party had properly fulfilled the obligations referred to therein, these costs will be borne by the other party.
ARTICLE 7. | RESEARCH AND ADVERTISING
1. At the time of delivery of the products, the other party must immediately investigate whether the nature and quantity thereof correspond to the agreement. If, according to the other party, the nature and/or quantity of the products does not comply with the agreement, it must immediately notify Toering thereof at the time of delivery. The other party declares by signing the packing slip that the delivered goods comply with the agreement.
2. In the event of defects that are not visible to the other party at the time of delivery, the other party must notify them in writing within eight days after it became aware of the existence of the defect, or at least could reasonably have become aware of this. to Toering.
3. If the other party does not submit a complaint in time, no obligation whatsoever arises for Toering from such a complaint from the other party.
4. Even if the other party makes a timely complaint, its obligation to pay the agreed price on time will continue to exist.
5. Returns will not be accepted by Toering until after its prior written consent. Unless expressly agreed otherwise, the costs of returning the products will be borne by the other party.
ARTICLE 8. | FORCE MAJEUR
1. Toering is not obliged to fulfill any obligation under the agreement if and insofar as he is prevented from doing so by a circumstance that cannot be attributed to him by virtue of the law, a legal act or generally accepted standards. Force majeure also includes the circumstance that Toering is unable to deliver the products (on time) due to the actions of its suppliers or the designated carrier.
2. During the period of force majeure, the obligations of the parties under the agreement are suspended.
3. If the fulfillment of the agreement becomes permanently impossible due to force majeure, the parties are entitled to dissolve the agreement with immediate effect.
4. If Toering has already partially fulfilled his obligations at the commencement of the force majeure situation or can only partially fulfill his obligations, he is entitled to separately invoice the already performed part or the executable part of the agreement as if there were a independent agreement.
5. Damage as a result of force majeure, other than restitution and remission of the agreed price for that part of the agreement that is affected by force majeure, is never eligible for compensation.
ARTICLE 9. | SUSPENSION AND DISSOLUTION
1. Toering is authorized, if the circumstances justify it, to suspend the execution of the agreement or to dissolve the agreement in whole or in part with immediate effect, if and insofar as the other party does not fulfill its obligations under the agreement, not on time or not in full. or circumstances that have come to the attention of Toering after the conclusion of the agreement give good grounds to fear that the other party will not fulfill its obligations.
2. If the other party is in a state of bankruptcy, if its goods have been seized or otherwise cannot freely dispose of its assets, Toering is entitled to dissolve the agreement with immediate effect, unless the other party has already provided adequate security for the payment. .
3. Toering is furthermore entitled to dissolve the agreement if and insofar as circumstances arise which are of such a nature that fulfillment of the agreement is impossible or unaltered maintenance thereof cannot reasonably be expected of him.
4. The other party shall never claim any form of compensation in connection with the right of suspension and termination exercised by Toering on the basis of this article.
5. Insofar as this can be attributed to it, the other party is obliged to compensate the damage suffered by Toering as a result of the suspension or dissolution of the agreement.
6. If Toering dissolves the agreement on the basis of this article, all claims against the other party are immediately due and payable.
ARTICLE 10. | PRICES AND PAYMENTS
1. Unless expressly stated otherwise, the prices quoted by Toering are exclusive of VAT. In the case of deliveries on Sundays and public holidays, the stated product prices are exclusive of transport costs.
2. Toering is always entitled to demand advance payment of the amount owed by the other party. In that case, Toering is not obliged to implement the agreement until the advance payment has been received by Toering.
3. Without prejudice to the provisions of the previous paragraph, payments must be made by bank transfer, within 30 days of the invoice date, in the manner prescribed by Toering, unless cash payment has been expressly agreed, in which case payment must be made at the latest upon delivery of the products. .
4. If the other party does not fulfill its payment obligation in time, the other party's default will take effect by operation of law without any further notice of default being required. From the day on which the default occurs, the other party owes an interest of 1% per month on the outstanding amount, whereby part of a month is regarded as a full month.
5. All reasonable costs, such as judicial, extrajudicial and execution costs, incurred to obtain amounts owed by the other party, are for its account.
ARTICLE 11. | LIABILITY
1. Toering guarantees that the products comply with the agreement at the time of delivery. Any further form of warranty is excluded, except insofar as a factory warranty applies, which is transferred to the other party.
2. Toering shall never be liable for damage caused by relying on incorrect or incomplete information provided by or on behalf of the other party.
3. Toering has the right at all times to repair the damage suffered by the other party for which Toering is liable. The other party must give Toering the opportunity to do so, failing which any liability of Toering in this regard will lapse.
4. Toering is never liable for consequential damage, including loss of profit, loss suffered and damage as a result of business interruption.
5. If, on the basis of the circumstances of the case, a more far-reaching liability of Toering should exist, that liability is limited to a maximum of the invoice value of the agreement, or at least to that part of the agreement to which Toering's liability relates, on the understanding that that Toering's liability will never exceed the amount that is actually paid out in respect of the relevant case under Toering's liability insurance, plus any deductible of Toering that is applicable pursuant to that insurance.
6. The limitation period for all legal claims and defenses against Toering is one year.
7. Except in the case of willful intent or willful recklessness on the part of Toering, the other party will indemnify Toering against all claims from third parties, for whatever reason, with regard to compensation for damage, costs or interest, in connection with the execution of the agreement by Toering.
ARTICLE 12. | RETENTION OF TITLE
1. All products delivered by Toering remain its property until the other party has properly fulfilled all obligations under the agreement.
2. The other party is prohibited from alienating, pledging or in any other way encumbering the products on which the retention of title is based, except insofar as it must be deemed permissible in the context of its normal business operations.
3. If third parties seize the products subject to retention of title, or wish to establish or enforce rights thereon, the other party is obliged to inform Toering of this as soon as possible.
4. The other party gives unconditional permission to Toering or third parties designated by Toering to enter all those places where the products subject to retention of title are located. In the event of default on the part of the other party, Toering is entitled to take back the products referred to here. All reasonable costs associated with this will be borne by the other party.
5. If the other party has fulfilled its obligations after the products sold by Toering have been delivered to it, the retention of title with regard to these products will be revived if the other party does not fulfill its obligations under a later agreement.
ARTICLE 13. | FINAL PROVISIONS
1. Dutch law applies exclusively to every agreement and all legal relationships arising from it between the parties.
2. The parties will not appeal to the court until they have made the best possible effort to settle the dispute in mutual consultation.
3. Only the competent court within the district of Toering's place of business is designated to hear legal disputes.