Article 1 – Scope of These Terms and Conditions
1.1 These terms and conditions apply to all agreements concluded by Ruinemans Aquarium B.V., established in Montfoort (hereinafter referred to as “Ruinemans Group”). They also apply to all quotations and order confirmations issued by Ruinemans Group, unless expressly agreed otherwise in writing.
1.2 These terms and conditions also apply to all agreements, the execution of which requires the involvement of third parties.
1.3 In the event of any conflict between these terms and conditions and those used by the client, these terms and conditions shall prevail. The applicability of the client’s terms and conditions is expressly excluded.
1.4 If one or more provisions of these terms and conditions are null and void or annulled, the remaining provisions shall remain fully in force. The parties shall then consult to agree on replacement provisions, taking into account, as far as possible, the purpose and intent of the original provisions.
1.5 If these terms and conditions have been declared applicable to an agreement between the client and Ruinemans Group, the client accepts their applicability to any subsequent agreements, unless otherwise agreed in writing.
Article 2 – Terms and Conditions of Contracting Parties and/or Third Parties
2.1 Ruinemans Group shall only accept the applicability of terms and conditions of contracting parties and/or third parties if these have been expressly agreed in writing.
2.2 Any applicability of such terms and conditions shall not affect the applicability of the terms and conditions of Ruinemans Group, which shall prevail at all times.
2.3 Terms and conditions of third parties shall apply only to the specific transaction for which they have been accepted and shall not automatically apply to subsequent transactions.
Article 3 – Offers
3.1 All offers and/or quotations are non-binding, unless expressly stated otherwise. They remain valid for 30 days from the date of issue. If no agreement is concluded within this period, Ruinemans Group reserves the right to withdraw the offer or amend the prices and other conditions.
3.2 The submission of offers, quotations, and/or other documentation does not oblige Ruinemans Group to accept any order.
3.3 Any supplements to or deviations from these terms and conditions must be expressly agreed in writing and shall apply only to the relevant agreement.
Article 4 – Agreements
4.1 Agreements or arrangements entered into with members of Ruinemans Group personnel who are not authorised to represent the company shall not be binding on Ruinemans Group unless confirmed in writing. Unauthorised personnel shall be understood to include all employees and staff without power of attorney.
Article 5 – Agreement
5.1 A purchase agreement shall only be binding on Ruinemans Group upon its written confirmation.
5.2 Each agreement is entered into subject to the condition precedent that Ruinemans Group, at its sole discretion, is satisfied with the client’s creditworthiness. The client authorises Ruinemans Group, if necessary, to obtain information about them, including from bureau A.F.I. in Leeuwarden.
5.3 Information relating to the goods offered, such as characteristics, dimensions, weights, and details contained in printed materials, drawings, images, etc., are non-binding and provided in good faith. The client shall ensure that such materials are neither copied nor disclosed to third parties.
5.4 The risk of errors or inaccuracies in orders not confirmed in writing shall be borne entirely by the client.
Article 6 – Prices
6.1 All agreements are concluded on the basis of the prices applicable at the time the agreement is entered into.
6.2 Price lists and promotional materials are subject to change and shall not be binding on Ruinemans Group.
6.3 If, after the conclusion of the agreement, wages, social charges, VAT, or other cost components increase, even if such increases were foreseeable at the time of the offer, these may be passed on to the client. If such increases occur within three months after the conclusion of the agreement, both parties shall be entitled to terminate the agreement.
6.4 If price fluctuations exceed 5% of the agreed transaction, both parties shall be entitled to request a full adjustment.
Article 7 – Partial Delivery
Any partial delivery, including delivery of goods forming part of a composite order, may be invoiced separately, in which case payment shall be made in accordance with the provisions of the article “Payment.”
Article 8 – Advance Payment
Ruinemans Group shall be entitled, upon entering into the agreement, to request an advance payment of at least 25%. If the agreement is terminated due to an attributable failure on the part of Ruinemans Group, the client shall be entitled to a refund of the advance payment made.
Article 9 – Delivery Periods
9.1 Agreed delivery periods shall not constitute strict deadlines, unless expressly agreed otherwise in writing. In the event of delay, the client must give written notice of default to Ruinemans Group.
9.2 Delivery periods are determined on the assumption that no circumstances will arise that prevent Ruinemans Group from fulfilling its obligations.
9.3 If the ordered goods are not collected by the client after expiry of the delivery period, they shall be stored at the client’s risk and expense.
Article 10 – Transport
Delivery shall take place in the manner determined by Ruinemans Group. If the client requests a different method of shipment, such as express delivery, the additional costs shall be borne by the client.
Article 11 – Changes to the Order
11.1 Any changes to the original order, of whatever nature, made by or on behalf of the client, whether in writing or verbally, which result in additional costs, shall be charged to the client.
11.2 Changes must be communicated in writing and in a timely manner. Verbal or telephone changes shall be at the client’s risk.
11.3 Changes may result in the agreed delivery period being exceeded without Ruinemans Group incurring any liability.
Article 12 – Cancellation
12.1 If the client cancels the order and/or refuses to accept the goods, the client shall be obliged to pay all costs already incurred by Ruinemans Group, whether for processed or unprocessed goods, at cost price, including wages and social charges. The client shall also be obliged to pay compensation equal to one-third of the agreed price and shall indemnify Ruinemans Group against any third-party claims arising from such cancellation and/or refusal.
12.2 Without prejudice to the foregoing, Ruinemans Group reserves the right to demand full performance of the agreement and/or full compensation.
Article 13 – Warranty and Complaints
13.1 Live animals are delivered with a guarantee of healthy arrival, meaning free from any visibly observable diseases at the time of delivery.
13.2 The client remains responsible for the proper care and treatment of the animals. In the event of any issues, the client must take the necessary measures without any obligation for Ruinemans Group or its suppliers to provide compensation. Ruinemans Group may provide advice free of charge and supply medication or other products at cost price.
13.3 In the event that animals arrive deceased, a claim must be submitted to Ruinemans Group within 24 hours of receipt, by registered mail, fax, or email. Ruinemans Group reserves the right to request the animals for inspection, and the client must keep them frozen for at least four weeks.
13.4 For goods sold with a manufacturer’s, importer’s, or wholesaler’s warranty, only the warranty conditions of those parties shall apply.
Article 14 – Liability
14.1 Ruinemans Group shall not be liable for any costs, damages, or interest arising directly or indirectly from:
a. force majeure, as defined in these terms and conditions;
b. acts or omissions of the client, its personnel, or any other persons engaged by or on behalf of the client.
14.2 Ruinemans Group shall only be liable, to the extent covered by its insurance or otherwise up to the net invoice value, for damage to work, materials, equipment, or property of the client and/or third parties, caused by its fault or that of its employees.
14.3 Ruinemans Group shall not be obliged to compensate for loss of profit or indirect or consequential damage.
14.4 Ruinemans Group shall not be liable for the results of the use of its products and does not guarantee the achievement of specific results.
14.5 The client shall indemnify Ruinemans Group against any third-party claims relating to damage caused directly or indirectly by the products sold or their use.
Article 15 – Force Majeure
15.1 Extraordinary circumstances, such as storms, natural disasters, interference by third parties, strikes, riots, war, import/export restrictions, government measures, fire, breakdowns, or accidents in the company or transport, shall constitute force majeure, relieving Ruinemans Group of its delivery obligations without any right to compensation for the client.
15.2 In such cases, Ruinemans Group may, at its sole discretion, suspend, amend, or terminate the agreement until the extraordinary circumstances have ceased. The client shall remain obliged to pay for any services already performed.
Article 16 – Retention of Title
16.1 All goods delivered shall remain the property of Ruinemans Group until full payment has been made, including any interest, costs, and damages.
16.2 Ruinemans Group shall be entitled to repossess the goods if the client applies for or is declared bankrupt, applies for or obtains a suspension of payments, is subject to debt restructuring, or if attachment is levied on all or part of its assets.
16.3 The client shall not dispose of the goods until all payment obligations have been fulfilled.
Article 17 – Default and Termination
17.1 In the event of default by the client, the client shall be deemed to be in default without prior notice. Ruinemans Group may suspend its obligations or terminate the agreement in whole or in part.
17.2 Either party may terminate the agreement with immediate effect, without court intervention, by registered letter if:
a. the other party fails to fulfil its obligations within a reasonable period;
b. the other party is declared bankrupt, obtains suspension of payments, or is subject to debt restructuring;
c. the other party dies, is placed under guardianship, or is dissolved;
d. the other party ceases its business, transfers it, or intends to leave the Netherlands.
17.3 In such cases, Ruinemans Group may demand immediate payment of all amounts due for services already performed, without prejudice to its right to claim damages.
Article 18 – Payment
18.1 Payments must be made within 14 days of the invoice date, unless otherwise agreed in writing.
18.2 Complaints regarding invoices or services shall not suspend the payment obligation.
18.3 In the event of late payment, Ruinemans Group shall be entitled to charge interest at a rate of 1.5% per month from the invoice date.
18.4 Ruinemans Group shall be entitled to recover all judicial and extrajudicial costs, including costs of legal assistance, bailiffs, and collection agencies.
18.5 All such costs shall be borne by the client and calculated in accordance with the “Voorwerk II” report or in accordance with tariffs deemed reasonable by the Dutch Association for the Judiciary, including legal advisory costs.
Article 19 – Applicable Law
All agreements concluded by Ruinemans Group shall be governed exclusively by Dutch law. The Vienna Convention on Contracts for the International Sale of Goods is expressly excluded.
Article 20 – Disputes
All disputes arising from agreements with Ruinemans Group, including claims for payment, shall be submitted to the competent civil court at the registered office of Ruinemans Group, insofar as that court has jurisdiction.
Article 21 – Amendments to the Terms and Conditions
Ruinemans Group reserves the right to amend these terms and conditions. Amendments shall take effect on the date specified. Ruinemans Group shall inform the client of such amendments in due time. If no effective date is specified, amendments shall take effect upon notification to the client.