Of the public limited company Neerlandia-Urk B.V. Having its statutory seat in Urk Hereafter referred to as “Neerlandia-Urk”


    Article 1.1

    Upon registration of these General Terms with the registry of the district court’s office in Zwolle, all preceding terms and provisions of Neerlandia-Urk shall be rendered null and void.

    Article 1.2

    The term “Client” refers to any party that places an order with, intends to purchase goods from, or enters into any form of agreement with Neerlandia-Urk.


    Article 2.1

    These terms govern all offers, whether verbal or written, all contracts and orders, and all work or deliveries undertaken by Neerlandia-Urk, unless explicitly agreed otherwise.

    Article 2.2

    The application of any terms or conditions set forth by the client is expressly excluded. Specifically, a mere reference by the client to their own terms and conditions, or a standard clause asserting the exclusivity of such terms, does not suffice.

    Article 2.3

    Should deviations from these Terms be agreed upon for specific matters, these General Terms shall continue to apply to all other matters. Such deviations are not valid for subsequent orders unless reaffirmed in writing.


    Article 3.1

    All offers made by Neerlandia-Urk are non-binding unless explicitly stated otherwise, serving only as an invitation to place an order. Neerlandia-Urk is not bound by an offer until it has confirmed the order in writing. Offers are valid for a period of five days only.

    Article 3.2

    Quoted prices apply exclusively to the quantities specified within the offer.

    Article 3.3

    For all goods offered, regular and/or usual tolerances apply, as detailed in catalogues and brochures. Such deviations do not absolve the client from their contractual obligations.

    Article 3.4

    In the case of composite quotes, there is no obligation to provide partial deliveries at a proportionate price of the total quoted price.

    Article 3.5

    Should an offer not be accepted, Neerlandia-Urk reserves the right to charge the client, wholly or partly, for the costs incurred in making the offer.


    Article 4.1

    An order or commission is binding upon the client. Neerlandia-Urk is committed only upon sending the order confirmation. If the client does not express objections within two days following the dispatch of the order confirmation, it is considered accurate and comprehensive.

    Article 4.2

    All prices quoted by Neerlandia-Urk are exclusive of VAT and/or other applicable taxes, duties, or levies unless explicitly stated otherwise in the order confirmation.


    Article 5.1

    The client must notify Neerlandia-Urk in a timely and written manner of any desired changes in execution after placing the order. If communicated verbally or by telephone, the risk of executing the alteration lies with the client, unless such alterations are confirmed in writing by Neerlandia-Urk.

    Article 5.2

    Any changes to the original order, communicated in writing or verbally by or on behalf of the client, resulting in higher costs than initially estimated, will be charged to the client additionally.

    Article 5.3

    Should the client modify or cancel the order, in whole or in part, and such modification or cancellation is accepted in writing by Neerlandia-Urk, the client is obligated to compensate for all reasonably incurred costs related to the execution of the order (including costs for preparation, storage, and commission). Upon request, the client shall also compensate for lost profits and any other damages resulting from the cancellation.


    Article 6.1

    Neerlandia-Urk reserves the right to adjust quoted prices without prior notice, even after sending the order confirmation, to reflect any increases in labor costs, social security charges, other employment terms, rates, duties, taxes, or changes in exchange rates affecting the cost. Should the increase exceed 5% of the initially quoted price, the client is entitled to cancel the agreement, provided they pay for the portion of the order already executed.


    Article 7.1

    Neerlandia-Urk commits to executing orders to the best of its knowledge and ability, without assuming liability for failing to achieve the client’s intended outcomes.

    Article 7.2

    Neerlandia-Urk reserves the right to deliver up to 10% more or less than the ordered quantity.

    Article 7.3

    Without prior consultation with the client, Neerlandia-Urk may subcontract the order or parts thereof to third parties if deemed beneficial for efficient order execution.

    Article 7.4

    Each partial delivery, including deliveries of parts of a composite order, may be invoiced separately, treating each as an independent transaction. Payment must comply with the terms set forth in Chapter 13.

    Article 7.5

    All agreements regarding fishery products are contingent upon catch availability. Should catches fall short in quantity or quality, Neerlandia-Urk reserves the right to adjust the sold quantities accordingly, without obligation to provide substitute products.

    Article 7.6

    Expedited orders may incur additional charges for extra manpower, overtime, and other associated costs, to be borne by the client.


    Article 8.1

    Force majeure encompasses any unforeseeable circumstance or event beyond Neerlandia-Urk’s control that impedes the fulfillment of its obligations, making the execution of the agreement unreasonably burdensome.

    Article 8.2

    In the event of force majeure, Neerlandia-Urk is exempt from fulfilling its delivery obligations or executing orders, without entitling the client to compensation for any incurred expenses, damages, or interests.

    Article 8.3

    Upon occurrence of force majeure, Neerlandia-Urk will promptly notify the client. Following such notification, the client may cancel the order in writing within eight days, subject to payment for any part of the order already completed.

    Article 8.4

    Additional costs resulting from force majeure, including transportation, storage, demurrage, and insurance, will be charged to the client.


    Article 9.1

    Delivery times are approximate and non-binding. The delivery period starts once the order confirmation is sent and all relevant information is received by Neerlandia-Urk, at its sole discretion.

    Article 9.2

    Delays in delivery do not absolve the client from their contractual obligations nor entitle them to dissolve the agreement or seek damages, unless specifically acknowledged in writing by Neerlandia-Urk.

    Article 9.3

    Should the delivery delay be so significant that adherence to the agreement is unreasonable for the client, they may cancel the order, provided this is communicated in writing to Neerlandia-Urk, which reserves the right to complete the delivery within four weeks after receiving such notification.

    Article 9.4

    Upon necessity or at the client’s explicit request, goods may be delivered in crates or on pallets, which remain the property of Neerlandia-Urk. A deposit for these containers may be charged to the client.

    Article 9.5

    If the packaging materials are returned in good condition within a reasonable timeframe, the deposit will be refunded or not charged to the client.

    Article 9.6

    Neerlandia-Urk reserves the right to suspend or cancel the order immediately, without the need for formal notice or judicial intervention, retaining the right to damages, under the following conditions:

    • The client fails to fulfill any obligations under the agreement or these General Terms.
    • The client does not make due payments to Neerlandia-Urk.
    • There is reasonable doubt regarding the client’s ability to meet financial obligations.
    • The client undergoes significant business changes, including cessation, merger, or major shift in business focus.
    • The client’s property is seized, or there is a transfer of business ownership.

    In such cases, the amount owed to Neerlandia-Urk becomes immediately due.


    Article 10.1

    Neerlandia-Urk does not accept return shipments unless prior written consent has been obtained.

    Article 10.2

    Acceptance of returned goods at Neerlandia-Urk’s warehouse or by its personnel does not constitute an agreement to the return, as specified in the previous article.

    Article 10.3

    Incorrectly returned goods remain at the client’s risk, with any associated transport or storage costs charged to the client. This also applies to accepted returns due to client complaints, where no defects are found.


    Article 11.1

    The client is required to inspect the quantity, weight, and/or packaging of delivered goods immediately upon receipt. Failure to raise immediate objections renders the delivery details, as stated on the bill of lading or delivery voucher, accepted as correct.

    Article 11.2

    The client has the right to inspect all products for weight, quantity, and quality. Unless a significant issue is identified, inspection costs are borne by the client.

    Article 11.3

    Neerlandia-Urk does not extend any warranties or liabilities provided by its suppliers or subcontractors for delivered products.

    Article 11.4

    Complaints regarding fresh fish or fresh fish products must be made within 24 hours of delivery, either by fax or phone, with phone complaints requiring written confirmation.

    Article 11.5

    Complaints about other products must be lodged within 48 hours of delivery, following the same procedure as for fresh fish products.

    Article 11.6

    A delivery is deemed approved if:

    • The client has accepted or approved the goods.
    • The client has not inspected the goods within 48 hours of delivery.
    • The client has begun using the goods prior to inspection.

    Following approval, Neerlandia-Urk assumes no liability beyond the provisions of Article 11.

    Article 11.7

    Defects not reasonably detectable within the specified periods must be reported to Neerlandia-Urk immediately upon discovery, no later than fourteen days after receipt.

    Article 11.8

    Upon identifying a defect, the client must cease processing or using the affected goods immediately.

    Article 11.9

    The client must cooperate fully with Neerlandia-Urk’s investigation into the complaint, including allowing on-site inspections of quality and/or quantity.

    Article 11.10

    If Neerlandia-Urk acknowledges a defect, it may choose to either redeliver at no charge or offer a price reduction, to be mutually agreed upon.

    Article 11.11

    A complaint regarding specific goods does not suspend the client’s payment obligations for these or other goods.

    Article 11.12

    Partial defects do not justify rejection of the entire delivery.

    Article 11.13

    Neerlandia-Urk is not liable for errors in offers, order confirmations, or prospectuses, nor for the consequences thereof. In case of interpretative discrepancies, Neerlandia-Urk’s interpretation prevails.


    Article 12.1

    Except in cases of intentional misconduct or gross negligence, proven by the client, Neerlandia-Urk’s liability for any damages, regardless of cause, is limited to the value of the work or deliveries performed, excluding trading or consequential losses.

    Article 12.2

    Agreements made by Neerlandia-Urk’s personnel are not binding unless confirmed in writing.

    Article 12.3

    Neerlandia-Urk disclaims responsibility for defects caused by the client or third parties, or due to external factors.

    Article 12.4

    While Neerlandia-Urk offers advice in good faith and to the best of its knowledge, it assumes no liability for any direct or indirect losses resulting from such advice.


    Article 13.1

    Payments must be made according to the conditions and timeframe specified on the invoice, in cash and without deductions, in legally valid Dutch currency.

    Article 13.2

    In cases where an order is placed on behalf of multiple entities, each is severally liable for fulfilling the obligations arising from the agreement.

    Article 13.3

    The client is not entitled to offset any claims against amounts owed to Neerlandia-Urk.

    Article 13.4

    Should payments not be received within fourteen days of the invoice date, the client accrues interest at 1% per month or part thereof, starting from the due date. After a year, interest on accrued interest is also due. If the statutory interest rate exceeds this rate, it will be applied.

    Article 13.5

    Immediate payment may be required if Neerlandia-Urk deems it necessary, regardless of any agreed payment terms.

    Article 13.6

    The client bears all costs, judicial and extrajudicial, incurred by Neerlandia-Urk in enforcing its rights. Extrajudicial costs are calculated based on the Voorwerk II Report of the Netherlands Association for the Judiciary, with Neerlandia-Urk reserving the right to claim actual costs if higher.


    Article 14.1

    Ownership of delivered goods does not transfer to the client until all payments due to Neerlandia-Urk are settled in full.

    Article 14.2

    The client may sell the delivered goods within the normal course of business until Neerlandia-Urk requests, at which point the client must assign any claims against buyers from such sales to Neerlandia-Urk. This constitutes an irrevocable authority for Neerlandia-Urk to collect these claims if necessary.

    Article 14.3

    Delivered goods may not be pledged or used as security.

    Article 14.4

    Neerlandia-Urk has the right to retrieve or order the retrieval of delivered goods from the client or his agents if the client fails to meet his obligations. Non-compliance incurs a daily fine of €2500, with Neerlandia-Urk also claiming damages for non-cooperation, including trading and consequential losses.


    Article 15.1

    Dutch law exclusively governs all agreements and transactions with Neerlandia-Urk.

    Article 15.2

    All disputes, regardless of nature, fall under the jurisdiction of the Dutch courts, excluding other arbitration, advisory, and judicial bodies

    Version 1.0 – Effective Date: February 19, 2024