GENERAL DELIVERY AND PAYMENT TERMS AND CONDITIONS
General Terms and Conditions of De Jong Marinelife B.V., having its registered office in Spijk
(municipality of Lingewaal) at the Spijksesteeg 2a, (postcode: 4212 KG).
Version valid from 1 November 2012
ARTICLE 1. GENERAL
1. For the purpose of these General Terms and Conditions De Jong Marinelife B.V. is
understood as: De Jong Marinelife.
2. These General Terms and Conditions are part of any and all offers and/or proposals of
and agreements with De Jong Marinelife to the extent that they do not expressly
deviate from the same in writing.
3. These General Terms and Conditions are also applicable if De Jong Marinelife must
rely on third parties for the implementation of agreements.
4. Unless stipulated otherwise in writing, the general or specific terms and conditions or
stipulations of third parties are not accepted by De Jong Marinelife.
5. If these General Terms and Conditions and an agreement would contain mutually
conflicting provisions then the agreement shall prevail.
6. If a part of these General Terms and Conditions is invalid or nullified then the remaining
provisions of these General Terms and Conditions shall remain in full force and effect
and the parties shall be held to make an effort to establish an alternative provision in
joint consultation that is valid and best approaches the original intention of the parties.
ARTICLE 2. OFFERS, PROPOSALS, AND CONCLUSION OF AGREEMENTS
1. Any and all offers and/or proposals are subject to contract, unless expressly indicated
otherwise by De Jong Marinelife.
2. Agreements regarding the delivery of goods and/or the supply of services shall only
have binding effect on De Jong Marinelife after written confirmation. Actual
implementation by De Jong Marinelife or an invoice sent by De Jong Marinelife is put
on par with a written confirmation of the offer.
3. If the correctness of the content of the said written confirmation is not disputed in
writing within 8 days then De Jong Marinelife and the buyer shall be bound by the
4. Offers and/or proposals of De Jong Marinelife are not also automatically applicable to
5. De Jong Marinelife cannot be bound by its offers and proposals if the buyer should
have understood that the offer and/or proposal, or a part thereof, contains an
apparent error or slip of the pen.
6. Images, pricelists, folders and the like made available by De Jong Marinelife remain
the property of De Jong Marinelife and cannot be copied or made available to third
parties without its consent. They lack any legal effect vis-à-vis third parties and cannot
be relied on by the said third parties vis-à-vis De Jong Marinelife and must on demand
of De Jong Marinelife immediately be returned to the same.
7. Additions, changes and/or further arrangements are only valid if they were stipulated
ARTICLE 3. PRICES / PRICE INCREASE
1. Any and all prices are, unless indicated otherwise, expressed in euros, excluding
turnover tax (VAT).
2. De Jong Marinelife guarantees that price increases shall not take place after the
conclusion of the agreement, unless the price increase is the result or statutory rules
3. If the price increase is not the result of statutory rules and/or provisions then the buyer
is entitled to terminate the agreement remotely effective from the day that the price
increase takes effect.
ARTICLE 4. DELIVERY OF PRODUCTS
1. Each and every delivery of sold products is deemed to take place at the location where
the company of De Jong Marinelife is established. Delivery takes place, at the
discretion of the buyer, through:
A) a transfer of the sold products from De Jong Marinelife to the buyer at the company of
De Jong Marinelife;
B) shipment of the sold products by De Jong Marinelife;
C) communication by De Jong Marinelife to the buyer of the readiness of the sold
products at the company of De Jong Marinelife or at a different location to be
designated by De Jong Marinelife.
2. The special delivery terms and conditions of article 5 are applicable to living animals. If
the provisions set forth in article 5 are at odds with other paragraphs of article 4 then
the said special delivery terms and conditions are applicable.
3. If products are deliverable from stock then they are shipped immediately after the
order has been placed, except in case of living animals. De Jong Marinelife may charge
shipping costs for the shipment of ordered products. The delivery of ordered goods
takes place at the postal address known to De Jong Marinelife , not being of a
temporary nature, and is presented to the natural person present at the delivery
4. The buyer must sign for receipt of the products. This is only different when the buyer
has grounds for rejection as permitted by law.
5. If the buyer rejects to take receipt or fails to provide information or instructions
required for the delivery then the goods shall be stored at the risk and expense of the
6. The obligation to deliver of De Jong Marinelife shall, barring evidence to the contrary,
be met as soon as the goods delivered by De Jong Marinelife were offered to the
buyer once. In case of home delivery the report of the carrier, comprising rejection of
acceptance, qualifies as full evidence of the offer to deliver, barring evidence to the
7. In case of rejection of the offered goods the return shipment and storage costs as well
as the risk of damage or loss of the rejected goods shall fully be at the expense of the
buyer, unless the buyer is on proper grounds entitled to rely on rescission of the sale or
replacement of the goods.
8. If delivery must take place in parts then each and every delivery shall be qualified as an
individual transaction with all associated legal consequences.
ARTICLE 5. SHIPPING TERMS AND CONDITIONS LIVING ANIMALS
1. The customer must personally place a signature for receipt during the first delivery,
even if a parcel is late.
2. The living animals warranty is only valid upon arrival and for products that are shipped
on Monday through Thursday. The living animals warranty is not valid for animals with
a '!' mentioned at the end of the code.
3. De Jong Marinelife is entitled not to ship living animals on a stipulated date due to
certain weather conditions. It goes without saying that the animals shall only be
packaged on the date of shipment in order to avoid stress. Should a shipment
nonetheless take place in the said weather conditions at the request of the customer
then the warranty expires.
4. The customer is requested to accept the parcel, even in case of damage or leakage.
5. If a shipment is rejected, for any reason whatsoever, then the customer is responsible
for the full amount of the invoice.
6. Delays due to weather conditions, technical problems et cetera as a result of which a
shipment is lost do not fall under the warranty policy of De Jong Marinelife.
7. De Jong Marinelife shall not be responsible for delays in the delivery by external
parties. This includes (but is not limited to) weather conditions, technical problems or
ARTICLE 6. DELIVERY TIME
1. A delivery time specified by De Jong Marinelife can never be qualified as a fatal
deadline. The delivery time only takes effect after all required information is in
possession of De Jong Marinelife after which De Jong Marinelife shall try to make the
delivery within 30 days.
2. Within the framework of the rules regarding distance purchases De Jong Marinelife
(the contractor) shall carry out orders expeditiously, however at least within 30 days.
Should this not be possible (because the ordered goods are not in stock or are no
longer deliverable from stock) or if there is, for any other reason, question of a delay
then the consumer (the client) is informed accordingly within 1 month after having
placed the order and shall in that case in any case be entitled to cancel the order
without costs and without any notice of default being required.
ARTICLE 7. RESCISSION
1. Without prejudice to the rights of De Jong Marinelife by law, De Jong Marinelife is
entitle to by means of a corresponding written notice suspend or rescind the
agreement either in whole or in part whilst being entitled to compensation for
damages vis-à-vis the buyer if after the conclusion of the agreement facts have come to
the knowledge of De Jong Marinelife that give De Jong Marinelife good reason to fear
that the buyer shall not comply with its obligations or if upon the conclusion of the
agreement De Jong Marinelife requested the provision of security for compliance and
the said security failed to materialise or is insufficient (despite a demand) as also in
case of bankruptcy of the buyer, a winding-up petition filed by the buyer, suspension of
payment or a relevant application, full or partial transfer of the business of the buyer or
the imposition of an attachment on a part of its assets.
2. If circumstances occur with regard to persons and/or materials that De Jong Marinelife
uses or tends to use during the implementation of the agreement that are of such
nature that the implementation of the agreement becomes impossible or so
burdensome and/or disproportionately expensive that compliance can within reason
no longer be required then De Jong Marinelife shall be authorised to rescind the
3. The buyer is entitled to rescind the agreement within a period of 7 working days
without stating reasons, unless expressly stipulated otherwise, in case of goods
delivered in pursuance of an order placed with De Jong Marinelife , in case of a
consumer purchase, in accordance with section 5 of Book 7 of the Dutch Civil Code. The
said time limit take effects at the moment that the ordered goods are delivered. If after
expiry of the said time limit the buyer has not returned the goods to De Jong Marinelife then
the purchase is a fact. The buyer is held, before proceeding with a return, to
report this to De Jong Marinelife within the time limit of 7 working days after the
delivery. The buyer must evidence that the delivered goods were returned in a timely
fashion (at the latest 10 working days after delivery), e.g. by means of confirmation of
delivery at the post. The return of the delivered goods is fully at the risk and expense of
the buyer. Return of the goods must take place in the original packaging (complete,
including accessories and relevant documentation), unused and in a new state. If the
goods were used, encumbered or otherwise damaged by or at the buyer then the right
to rescind as intended in the first sentence of this paragraph shall expire. In
consideration of the provisions set forth in the previous sentence, after receipt and
inspection of the returned goods De Jong Marinelife confirms the rescission of the
purchase by return of post and sees to it that the full purchase amount (including
shipping costs) is repaid to the buyer without costs within 30 days after proper receipt
of the complete return shipment. The shipping costs (delivery shipping costs) are not
reimbursed if the buyer returns a part of the order. In the latter instance the shipping
costs are deducted from the repayable purchase amount.
4. The right to rescind, as outlined in the previous paragraph, is related to any and all
delivered goods, with the exception of customised products (e.g. skimmers, filters,
aquariums, sumps) and living animals that cannot be returned due to their nature.
Special terms and conditions are applicable to living animals. Products that are not part
of the standard stock that are ordered at the specific request of the customer fall
outside the scope of the right of withdrawal.
ARTICLE 8. FORCE MAJEURE
1. Force majeure is, apart from what is understood as such by law and case law,
understood as any and all circumstances beyond the control of De Jong Marinelife
that hinder or render the delivery of goods impossible, including but not limited to
industrial action at De Jong Marinelife and/or suppliers, failures of the internet or
WAP, power failures, disruptions in email traffic and failures of or changes in
technology delivered by third parties.
2. Reliance on force majeure is also possible if the circumstance that hinders (further)
compliance occurs after De Jong Marinelife should have already complied with the
3. If the period during which compliance with the obligation by De Jong Marinelife is not
possible due to force majeure continues for more than 2 weeks then either party is
authorised to rescind the agreement without in that case being liable to pay
compensation for damages.
4. If upon the occurrence of force majeure De Jong Marinelife has already partly
complied with its obligations, or can partly comply with its obligations, then it is
entitled to invoice the already delivered and/or the deliverable part separately and the
buyer is held to pay the said invoice as if it regards an individual agreement. This is,
however, not applicable if the already delivered and/or deliverable part has no
ARTICLE 9. WARRANTY
1. De Jong Marinelife offers different warranties for living animals and the special terms
and conditions of article 10 apply.
2. De Jong Marinelife does not offer a more extensive warranty on delivered products
than the warranty (conditions) of the manufacturer of the said goods, without however
affecting the rights of the buyer deriving from mandatory statutory provisions.
3. De Jong Marinelife shall, however, never be responsible for the ultimate suitability of
the goods for each and every individual application by the buyer or for potential advice
with regard to the use or the application of the goods.
4. The buyer is held to check the delivered goods immediately upon receipt. If it becomes
apparent that the delivered good is wrong, inferior or incomplete then the buyer must
(before proceeding with a return to De Jong Marinelife ) immediately report the said
defects to De Jong Marinelife in writing. Potential defects or incorrectly delivered
goods must and can be reported to De Jong Marinelife in writing at the latest up to at
most 1 month after delivery. Return of the goods must take place in the original
packaging (including accessories and relevant documentation) and in a new state. If
goods are put into use after observation of a defect, if damages occur after observation
of a defect or in case of encumbrance and/or resale after observation of a defect then
the right to complain and return shall expire in full.
5. If complaints of the buyer are deemed to be justified by De Jong Marinelife then De
Jong Marinelife shall, at its sole discretion, replace the delivered goods free of charge
or agree on a written settlement with the buyer regarding compensation for damages,
on the condition that the liability of De Jong Marinelife and therefore the amount of
the compensation shall always be limited to at most the invoice amount of the relevant
goods or (at the discretion of De Jong Marinelife ) at most the amount paid out, as the
occasion arises, pursuant to the liability insurance of De Jong Marinelife. Each and
every liability of De Jong Marinelife for any other form of damages is excluded, also
including additional compensation in any form whatsoever, compensation for indirect
damages or consequential damages or damages due to lost profit.
6. De Jong Marinelife shall not be liable for damages caused by intent or similar
intentional recklessness of non-managerial personnel.
7. The warranty on delivered products is not applicable if:
A) and as long as the buyer is in default vis-à-vis De Jong Marinelife;
B) the buyer personally repaired and/or processed the delivered goods or had third
parties repair and/or process the goods;
C) the delivered goods were exposed to abnormal circumstances or were otherwise
handled negligently or in violation of the instructions of De Jong Marinelife
and/or were handled in violation of the instructions for use mentioned on the
D) the inferiority is fully or partly the result of rules that official authorities impose
or shall impose in respect of the nature or the quality of the applied materials.
ARTICLE 10. WARRANTIES LIVING ANIMALS
1. De Jong Marinelife does not provide any warranty with regard to living animals
delivered by the same.
2. If De Jong Marinelife nonetheless receives a complaint from the buyer within 24 hours
after delivery, within the meaning of article 5, of the living animals purchased by the
buyer then De Jong Marinelife shall, if the buyer properly demonstrates that the
alleged inferiority cannot be blamed on the buyer and can exclusively be blamed on De
Jong Marinelife, proceed with redelivery of the living animals in a quantity equal to
the originally delivered shipment of living animals in respect of which the buyer
provides the prescribed evidence, to the satisfaction of De Jong Marinelife , or credit
the buyer in connection therewith, such at the discretion of De Jong Marinelife.
3. The provisions set forth in paragraph 2 are not applicable to animals with a '!' at the
end of the code.
4. Within the time limit as intended in paragraph 2 the buyer is held to send an email to
email@example.com. In the said email the buyer specifies its full name, order
number and the name of the living animals. A clear photo must be sent in attachment
to the email.
5. If delivery took place in the manner as intended in article 5 of these General Terms and
Conditions then the period to complain of 24 hours takes effect at the moment that the
living animals were actually received by the buyer however De Jong Marinelife does
not accept or process a single complaint if the performance of the transport, regardless
of the fact as to whether this takes place by car, boot, train or airplane, is delayed by
any cause whatsoever, not even if the relevant complaint of the buyer is received by De
Jong Marinelife within 24 hours after the buyer has received the living animals.
ARTICLE 11. PAYMENT
1. Unless stipulated otherwise, payment must take place via iDeal, by bank or in cash at
the place of delivery of the products. Payment in instalments is not possible.
2. After the expiry of 14 days after the date of the invoice the buyer is in default by
operation of law and effective from the said moment liable to pay an interest rate of
1% per month on the exigible amount, unless the statutory interest is higher in which
case the statutory interest applies, in the course of which a part of a month is qualified
as a full month.
3. In case of bankruptcy or suspension of payment of the buyer or a relevant petition or
application the claims of De Jong Marinelife and the obligations of the buyer vis-à-vis
De Jong Marinelife immediately fall due.
4. If De Jong Marinelife must outsource its claim for collection then the buyer is held to
pay a fixed amount of 15% of the payable amount on account of extrajudicial collection
costs, with a minimum of € 40.00 or whatever is common in the Dutch collection
5. If De Jong Marinelife can demonstrate to have incurred higher expenses, which were
within reason required, then the said expenses shall also qualify for reimbursement.
ARTICLE 12. RESERVATION OF TITLE
1. The title of any and all goods sold and delivered to the buyer by De Jong Marinelife
shall remain vested in De Jong Marinelife as long as the buyer has not complied with
the claims of De Jong Marinelife on account of the agreement or earlier or later similar
agreements, as long as the buyer has not paid the performed and still to be performed
activities on account of this agreement or similar agreements and as long as the buyer
has not paid due to a failure to comply with the said obligations, including claims
regarding penalties, interest and costs, all within the meaning of section 92 of Book 3 of
the Dutch Civil Code.
2. The goods delivered by De Jong Marinelife that fall under the reservation of title can
only be resold within the framework of the normal business operations of the buyer
and can never be used as an instrument of payment.
3. The buyer is not authorised to pledge goods that are subject to the reservation of title
or to otherwise encumber the same.
4. As the occasion arises the buyer hereby already gives De Jong Marinelife or a third
party to be designated by De Jong Marinelife unconditional and irrevocable consent
to, in all instances where De Jong Marinelife intends to exercise its ownership rights,
enter all the locations where its properties shall then be located and to take possession
of the said goods there.
5. If third parties impose an attachment on the goods delivered subject to reservation of
title or intend to establish of enforce rights in respect of the same then the buyer is
held to inform De Jong Marinelife accordingly as soon as within reason can be
6. The buyer commits to take out and maintain insurance against fire, explosion and
water damage for the goods delivered subject to reservation of title and to on demand
provide De Jong Marinelife insight into the policy of the said insurance.
ARTICLE 13. INTELLECTUAL PROPERTY RIGHTS
1. Unless expressly stipulated otherwise in writing, the full copyrights and all other
intellectual and industrial property rights with regard to the products delivered or the
services supplied by De Jong Marinelife are vested in De Jong Marinelife and/or its
2. The parties commit to take sufficient measures in order to ensure confidentiality with
regard to their reciprocal data of a confidential nature of which they take note during
the implementation of the agreement.
ARTICLE 14. COMPLAINTS
1. In case of questions and/or complaints the buyer can call De Jong Marinelife on
number +31 (0)183 563 332, available from Monday through Thursday from 08:00
o’clock to 16:00 o’clock and on Friday from 08:00 o’clock to 15:00 o’clock.
2. Complaints are usually handled within 30 days. Should this, for any reason whatsoever,
not be possible then the buyer is informed of the duration of the delay.
ARTICLE 15. APPLICABLE LAW AND DISPUTES
1. Dutch law is exclusively applicable to any and all proposals of and agreements with De
Jong Marinelife, also if a commitment is fully or partly performed abroad or if the
party involved in the legal relationship is established or resides there. The applicability
of the Vienna Sales Convention is expressly excluded.
2. The parties shall only rely on the court after they have made every effort to settle a
dispute in joint consultation.
ARTICLE 16. SOURCE AND CHANGE OF GENERAL TERMS AND CONDITIONS
1. These General Terms and Conditions were filed with the Chamber of Commerce.
2. The lastly filed version and/or the version applicable at the time of conclusion of the
agreement with the buyer always applies.
3. The Dutch text of the General Terms and Conditions is always decisive for the
interpretation of the same.
Filed: [stamp Chamber of Commerce for the
Date: 16 JULY 2013 Utrecht
Number of pages: 9