Terms and Conditions
All offers, deliveries and services of Zeelandia van Belzen GmbH from now on only Zeelandia called – and the associated contract closures are exclusively based on these terms and conditions.
Deviating and/or supplementary terms of the customer/buyer or an intermediary are non-binding for Zeelandia and do not obligate Zeelandia, even if they are not expressly contradicted. Only to the extent Zeelandia deviating agreements are expressly confirmed in writing, these shall apply, but without effect for future business.
Deliveries will be made at the agreed prices. The prices are net prices within the meaning of the Value Added Tax Act. VAT will be added to the prices at the rate determined at the time. The customer must check the invoices within a reasonable period. Zeelandia will no longer consider invoice complaints submitted after 3 months.
Will dispatch to the agreed delivery location be Zeelandia carried out or from Zeelandia triggered, then the transport insurance will be activated in the Zeelandia the usual framework of Zeelandia taken over. Furthermore, and in all other cases, particularly with self-collection, the buyer bears the risk from the place of performance.
The assurance of properties or the assumption of warranties is only binding insofar as Zeelandia has expressly confirmed this to the customer in writing. Claims for damages by the customer/buyer arising from contractual or other liability are excluded – irrespective of the legal basis. This does not apply in cases of intent or gross negligence on the part of Zeelandia or their vicarious agents are liable, or if the damage is based on the absence of a property that was specifically assured in writing, the assurance of which was intended to protect the customer/buyer from such damage. The exclusion of liability furthermore does not apply if essential contractual obligations are breached through slight negligence on the part of Zeelandia or their vicarious agents shall be mandatorily liable. Zeelandia's liability for damages shall always be limited to the foreseeable damage.
Claims under the Product Liability Act against Zeelandia are not excluded.
The recipient must carefully inspect the goods for damage and shortages before acceptance/acknowledgement, complain immediately, state them fully on the receipt etc., and have this confirmed in writing. In the event of a complaint, the recipient must ensure that all necessary measures, including the recording of facts, are carried out in a timely and proper manner. Zeelandia must be immediately instructed by him. In addition to the aforementioned checks, the customer must immediately check the goods for correct quantity, type and quality upon receipt.
Any complaints regarding fresh and smoked goods must be reported within 24 hours of their arrival, and for products requiring refrigeration, within 3 days.
For other goods (such as frozen products and preserved foods), any complaints regarding quantity and type must be made within 3 days of delivery at the latest; quality complaints must be made within 8 days of delivery of the goods at the latest.
Hidden defects must be reported immediately upon discovery.
Failure to observe the notification period means that warranty claims can no longer be asserted. Zeelandia is not obliged to make a subsequent delivery as long as and to the extent that the customer has not fulfilled their contractual obligations. The warranty obligation does not apply if the customer handles the goods improperly.
Weight specifications for fresh and smoked goods refer to the weight determined at the dispatch location of Krefeld. The customer shall bear the natural weight loss resulting from the nature of the goods.
Payment shall be due immediately upon receipt of the invoice, without any deductions.
If the customer is in default of payment, Zeelandia is entitled to charge interest at a rate of 2 % above the Deutsche Bundesbank’s base rate in force at the time the payment default occurred, subject to a minimum rate of 6 %. We reserve the right to claim further damages arising from the payment default.
Zeelandia retains ownership of all goods supplied by it until its total claim from the ongoing business relationship with the customer has been settled in full (reserved goods). This also applies if the purchase price for specific goods deliveries designated by the customer has been paid, as the retention of title secures all outstanding current balance claims. The customer may resell the reserved goods in the course of its ordinary usual business dealings. He is not authorised to make other dispositions, in particular to transfer by way of security or pledge. The customer assigns to Zeelandia by way of security for the respective outstanding total claim of Zeelandia all claims (including any ancillary rights) to which he is entitled from any resale of the reserved goods up to the amount of the respective outstanding total claim of Zeelandia. Zeelandia ab.
When reselling the reserved goods together with other goods for a total price, the assignment is made according to the invoice value of the reserved goods sold as part of the package.
As long as the customer meets their payment obligations Zeelandia until further notice, he is authorised to Zeelandia to collect assigned claims as security. The customer may only dispose of these claims against payment of the proceeds to Zeelandia permissible, until the complete settlement of the outstanding (balance) total claim of Zeelandia. The direct debit authorisation can be revoked if serious doubts arise regarding the customer's solvency. If the customer suspends payments, the direct debit authorisation automatically expires. Upon request from Zeelandia does the customer – particularly in the event of revocation or termination of the direct debit mandate – Zeelandia to promptly inform the debtors of the assigned claims and all other parties involved in the assertion of the rights of Zeelandia to provide the desired and required information and to hand over documents.
The retention of title is subject to a resolutive condition, such that upon full satisfaction of the entire outstanding claim of Zeelandia the ownership of the goods subject to retention of title shall pass to the buyer without further ado. At the buyer's request, the seller shall Zeelandia following their election their due securities free, inasmuch as their value exceeds the total claim to be secured respectively Zeelandia by 20 %.
Assignments: The rights and obligations arising from the agreements Zeelandia Upon closed contracts, customers cannot without consent from Zeelandia to be transferred to a third party. Provided that without consent from Zeelandia the assignment made pursuant to Section 354a of the German Commercial Code (HGB) remains effective, the right of Zeelandia to offset against the new creditor (assignee) with any counterclaims, unaffected.
Zeelandia is entitled, in cases of serious doubts as to the customer's solvency, or in the event of default in payment, as well as upon application for the opening of insolvency or composition proceedings concerning the customer's assets, to demand the return of the reserved goods at any time, even without setting a grace period – or with a grace period in case of default in payment – to the extent necessary to cover all claims of Zeelandia appears necessary. Zeelandia is entitled for this purpose to enter the customer's premises where the goods are stored and to take possession of the goods. This right also extends to the premises of third parties if the goods are stored with third parties. The customer shall ensure that access to these premises can be exercised without hindrance. The costs of repossession shall be borne by the customer.
Upon the customer's cessation of payments or the commencement of insolvency or composition proceedings pertaining to their assets, the customer shall no longer be authorised to dispose of the retained goods and must immediately arrange for their separate storage and/or labelling. Furthermore, the customer shall, at the request of the seller, hand over all claims arising from the resale of the retained goods. Zeelandia to credit incoming amounts from assigned claims to a separate account.
The customer is hereby informed, pursuant to Section 26 of the Federal Data Protection Act (BundesdatenschutzG), that the data collected in connection with their business relationship with Zeelandia generated data for business processing purposes and also with other companies with whom Zeelandia collaborates, is saved.
The place of performance for the delivery.
The place of performance for payment is Krefeld
German law shall apply to all contractual relationships; the place of jurisdiction shall be Krefeld, insofar as this is legally permissible. Unless our contractual terms and conditions or the conclusion of the contract state otherwise, the application of the Uniform Law on the International Sale of Goods or the conclusion of such sales contracts (Hague Convention) as well as the application of the Vienna UNCITRAL Convention on Contracts for the International Sale of Goods are excluded.
The ineffectiveness of individual provisions of these terms and conditions or of the delivery contract concluded with the customer shall not affect the validity of the remaining provisions. In place of an ineffective provision, an effective provision that comes as close as possible to its economic content shall apply.