Terms and Conditions

Fredimare Limited Company (hereinafter: Fredimare) is registered with the Chamber of Commerce under number 92290469 and is located at Ambachtsweg 10, 4691 SC, Tholen, Netherlands.

Article 1 – Definitions

In these general conditions, the following terms shall have the following meanings unless explicitly stated otherwise:

• "Fredimare" also includes its employees.
• "Company": The natural or legal person acting in the course of a profession or business.
• "Customer": The Company entering into an Agreement (remotely) with the Seller.
• "Seller": The provider of Products to the Customer, hereinafter: Fredimare.
• "Offer": Any Offer to the Customer for the supply of Products by the Seller.
• "Products": The Products produced and sold by Fredimare, including fire suppression systems in the broadest sense.
• "Agreement": The (purchase) Agreement concerning the sale and delivery of Products purchased from Fredimare by the Customer.
• "Website": The website used by Fredimare.

Article 2 – Applicability

These general terms and conditions apply to every Offer made by Fredimare, every Agreement between Fredimare and a Customer, and to each Product offered by Fredimare.

Before an (remote) Agreement is concluded, the Customer will have access to these terms and conditions. If this is not reasonably possible, Fredimare will indicate how the Customer can review these terms.

The applicability of any (other) general or purchasing conditions of the Customer is explicitly rejected. Only the general terms and conditions of Fredimare apply.

Deviations from these terms and conditions are generally not permitted. In exceptional circumstances, deviations can be made if explicitly agreed upon in writing with Fredimare.

These terms and conditions also apply to additional, amended, or subsequent Agreements with the Customer.

If one or more provisions of these terms and conditions are wholly or partially invalid or nullified, the remaining provisions will continue to apply, and the invalid or nullified provisions will be replaced by provisions with the same intent as the original.

Uncertainties about the content, interpretation, or situations not covered in these terms and conditions should be assessed and interpreted in accordance with the spirit of these terms and conditions.

Article 3 – The Offer

All offers made by Fredimare are non-binding unless explicitly stated otherwise in writing. If the Offer is limited or subject to specific conditions, this will be explicitly stated in the Offer. An Offer can be made both orally and in writing.

Fredimare is only bound by the quotation if the acceptance is confirmed by the Customer in writing within thirty (30) days. However, Fredimare reserves the right to refuse an Agreement with a potential Customer for justified reasons.

The Offer describes the Product offered in detail, sufficiently detailed to enable the Customer to make an informed judgment. Obvious errors or mistakes cannot bind Fredimare. Images and specific details are indicative and do not constitute grounds for damages or cancellation of the Agreement.

Delivery times are indicative, and exceeding them does not entitle the Customer to dissolution or compensation unless explicitly agreed otherwise.

A combined price quote does not oblige Fredimare to deliver a part of the goods for a proportional part of the price.

Offers or quotations are not automatically valid for reorders. They are valid only as long as stocks last and are on a first-come, first-served basis.

Fredimare has the right to refuse orders or placed orders without giving reasons. Such refusal does not entitle the Customer to damages or other compensation.

8. If the Offer relates to freshly made Products or fresh Products (such as fish), deviations of 10% - 20% of the indicated weight may occur upwards or downwards. However, the Customer remains liable to pay the price based on the weight specified in the Offer.

Article 4 – Formation of the Agreement

The Agreement is concluded when the Customer accepts a Fredimare Offer by placing an order through the website.

If the Customer accepts the Offer by entering into an Agreement with Fredimare, Fredimare will confirm the Agreement in writing.

If the acceptance (on subordinate points) deviates from the Offer or the described proposal, Fredimare is not bound by it. The Customer must pay the full invoice unless proof is provided of a different agreement.

Fredimare is not obliged to accept an Offer if it could reasonably expect or understand that it contains an obvious mistake or typographical error. The Customer cannot derive rights from such errors.

Agreements can only be entered into by authorized employees or representatives of Fredimare with written power of attorney.

The right of withdrawal is not applicable to a Company.

If the Customer cancels the placed order or the indicated order entirely or partially, the Customer must pay the full compensation specified in the Agreement or Offer.

Article 5 – Duration Transactions

The Customer can only terminate an ongoing indefinite-term Agreement aimed at the regular delivery of Products with a notice period of 90 days and the agreed termination rules.

Termination of the aforementioned Agreement can be carried out by the Customer in the same manner as it was entered into.

A fixed-term Agreement for the regular delivery of Products ends automatically after the last delivery.

If an agreement lasts longer than one year, the Customer may terminate it at any time after one year, with a notice period of at most 30 days, unless the termination before the end of the agreed period is not justifiable in reasonableness and fairness.

Article 6 – Performance of the Agreement

Fredimare will perform the Agreement to the best of its knowledge and ability and in accordance with the standards of good craftsmanship.

If and to the extent that good execution of the Agreement requires, Fredimare has the right to have certain activities performed by third parties at its own discretion.

The Customer shall ensure that all data, which Fredimare indicates are necessary or which the Customer should reasonably understand are necessary for the execution of the Agreement, are provided to Fredimare timely. If the data required for the execution of the Agreement are not provided to Fredimare in time, Fredimare has the right to suspend the execution of the Agreement and/or charge the additional costs resulting from the delay at usual rates to the Customer.

Fredimare may, before starting the execution of the Agreement, require security from the Customer or full advance payment.

Fredimare is not liable for damages of any kind caused by relying on incorrect and/or incomplete data provided by the Customer, unless Fredimare was aware of this inaccuracy or incompleteness.

The Customer indemnifies Fredimare against any claims from third parties arising from the execution of the Agreement and attributable to the Customer.

The Customer acknowledges and agrees that purchase of the IT-Products does not give ownership rights regarding any software connected to or part of the IT-Products. If confidential information has accidentally remained on the IT-Products, the Customer is requested to contact Fredimare within (number of) hours after becoming aware.

Article 7 – Delivery

1. Delivery generally takes place from Fredimare's warehouse, based on Ex Works (Fredimare makes the Products available at its warehouse for the Customer), unless explicitly otherwise agreed.
2. If the start, progress, or delivery is delayed because, for example, the Customer has not supplied all requested information timely, has insufficient cooperation, the payment has not been received in time by Fredimare, or due to other circumstances beyond Fredimare's control, Fredimare is entitled to a reasonable extension of the delivery period. All agreed delivery times are never deadline dates. The Customer must notify Fredimare in writing and give a reasonable period to still deliver. The delay does not entitle the Customer to damages.
3. The Customer is obliged to take delivery when the Products are made available to him according to the Agreement, even if offered earlier or later than agreed.
4. If the Customer refuses to accept or fails to provide necessary information or instructions for delivery, Fredimare is entitled to store the goods at the Customer's expense and risk.
5. If the Products are delivered by Fredimare or a third-party carrier, unless otherwise agreed in writing, Fredimare may charge transport, insurance, packing, and shipping costs separately.
6. If it is agreed that delivery and installation will take place at the Customer’s premises, this is entirely at the risk of the Customer, regardless of what has been agreed regarding delivery costs. If Fredimare needs information from the Customer for the execution of the Agreement, the delivery period begins after the Customer provides this to Fredimare. If Fredimare has given an indicative delivery period, this is subject to change. If the Product is in stock and delivery proceeds as scheduled, Fredimare will deliver the Product to the address provided by the Customer in the Netherlands within one week, unless extraordinary circumstances cause delays. Longer delivery times apply outside the Netherlands. Fredimare has the right to deliver in parts unless expressly waived in the Agreement or where partial delivery has no independent value. The delivered parts may be invoiced separately. Deliveries are only executed if all invoices are paid, unless otherwise explicitly agreed. Fredimare reserves the right to refuse delivery if there is a justified fear of non-payment.
7. Fredimare is obliged to ensure that the food safety of the Products is always guaranteed in accordance with applicable laws and regulations, and to regularly carry out inspections and record the results. Fredimare can advise the Customer on food safety if the Customer stores the Products themselves. Based on its advice or omission, Fredimare is never liable for damages and/or costs incurred by the Customer.

Article 8 – Packaging and Transport

Fredimare commits to the Customer to properly package the delivered goods, keep them refrigerated, and secure them in such a way that they reach their destination in good condition during normal use.

Unless explicitly agreed otherwise in writing, all deliveries are exclusive of VAT, including packaging and packing materials (excluding packaging for which it is customary to charge a deposit separately).

Receiving goods without remarks or annotations on the consignment note or receipt serves as proof that the packaging/emballage was in good condition at the time of delivery.

Each Customer is presumed to possess any required import and/or payment permits. The absence or revocation of these permits does not relieve the Customer of the obligation to accept the goods in the manner agreed.

If Fredimare does not clear the goods for export, the Customer cannot claim the right to cancel the order.

The risk of spoilage (molestrisico) always remains with the Customer.

If the Customer agrees that the ordered goods will be delivered via direct import from abroad, the risk of (improper, late, or non-) delivery is entirely and fully at the expense of the Customer.

Article 9 – Import and Export Restrictions

The Customer understands that the Products may be subject to the import and export controls of the country where the delivery address is located. The Customer must comply with all applicable laws and regulations regarding import and export control.

Any restrictions or requirements may vary over time and depending on the Products.

The Customer indemnifies Fredimare upon first request against any damage and/or loss that Fredimare suffers (including all costs, taxes, fines, expenses, and levies) resulting from the Customer’s non-compliance with import and export laws and regulations.

Article 10 – Packaging

The Customer is obliged to return loaned packaging within 14 days, empty and in undamaged condition. If the Customer fails to fulfill their packaging obligations, all costs arising from this will be borne by the Customer. Such costs include costs resulting from late returns and costs of replacement, repair, or cleaning.

Partial delivery of packaging will be carried out according to the conditions of the Offer. Separate packaging invoiced does not need to be returned by Fredimare and will not be credited.

Article 11 – Advice

Fredimare can, if instructed, prepare advice, an action plan, design, report, schedule, and/or documentation for the purpose of the services. The content of this is non-binding and purely advisory, but Fredimare shall observe its duties of care. The Customer decides independently and at own responsibility whether to follow the advice.

Any advice provided by Fredimare, in any form, is never to be regarded as binding advice.

At the first request of Fredimare, the Customer must evaluate proposals made by Fredimare. If Fredimare is delayed in its work because the Customer does not provide an assessment promptly, the Customer is always responsible for the resulting consequences, such as delays.

The nature of the services means that the outcome is always dependent on external factors influencing Fredimare’s reports and advice, such as the quality, accuracy, and timely submission of the required information and data from the Customer and its employees. The Customer is responsible for the quality and timely, correct delivery of the necessary data and information.

The Customer shall notify Fredimare in writing before commencing any work of all relevant circumstances, including points and priorities the Customer wishes to emphasize.

Article 12 – Inspection, Complaints

1. For fresh Products, the Customer must examine the delivered goods at the moment of receipt and return them if necessary with the carrier, but no later than 12 hours after receipt. The Customer must verify whether the quality and quantity of the delivery match the Agreement and that the Products meet the standards applicable in normal (trade) traffic. Any visible defects or shortages must be reported to Fredimare in writing after delivery. If damage to the Product results from careless handling by the Customer, the Customer is solely liable for any depreciation in value. Fredimare reserves the right to investigate the authenticity and condition of returned Products before processing refunds. Refunds to the Customer will be processed as soon as possible but may take up to 14 days after receipt of the Customer’s declaration of dissolution. Refunds will be paid into the account previously provided or issued as a credit note. In cases of incomplete delivery or if one or more Products are missing due to the Customer’s fault, Fredimare, upon request from the Customer, will resend the missing items or cancel the remaining order. The receipt confirmation of the Products is definitive. Any damages incurred by the Customer due to the (deviating) volume of the delivery cannot be claimed from Fredimare.

Article 13 – Prices

1. The prices listed in the Offer are exclusive of VAT. Shipping costs, potential transportation, packaging costs, and administrative charges are not included in the price unless otherwise agreed.
2. If, after the conclusion of the Agreement but before the agreed date of delivery or performance, the prices of auxiliary materials, raw materials, components, wages, or other price-determining factors change, Fredimare is entitled to adjust the offer price accordingly, but not before three months have elapsed since the formation of the Agreement. The provisions of the previous sentence do not affect Fredimare’s right to raise prices at any time in accordance with applicable laws and regulations and to adjust the offer price accordingly.
3. Price increases resulting from additions or changes to the Agreement are at the expense of the Customer.
4. Fredimare will provide the Customer with a detailed invoice regarding the Agreement based on the placed order or the specified purchase.

Article 14 – Payment and Debt Collection Policy

• Payment must be made within a maximum of 30 days from the invoice date, in the currency in which the invoice was issued. Objections regarding the amount of the invoice must be reported within (number) hours after the invoice date but do not suspend the payment obligation.
• Invoices are partly transferred to Impact Factoring B.V. (debt collection) and subsequently to DFL Finance B.V., which in turn transfers its rights and claims, among others based on the invoice date, invoice number, and invoice amount (“Claim”) to Freshwater SA (“Freshwater”).
• Freshwater has authorized DFL Finance B.V. to act on its behalf and to receive payment under the Claim. All payments of amounts due under the Claim must be made to the bank account specified in the invoice or otherwise according to instructions from Freshwater until further notice. Changes to the underlying agreements of the Claim can only be made with the permission of Freshwater.
• The Customer cannot derive rights or expectations from a preliminary estimate unless explicitly agreed otherwise.
• The Customer shall pay these costs immediately into the account number and details provided by Fredimare. Unless expressly authorized, the Customer can only make payment based on credit after explicit written permission from Fredimare.
• If agreed, an advance must be paid before Fredimare begins its services.
• In case of liquidation, bankruptcy, seizure, or suspension of payment by the Customer, Fredimare’s claims become immediately due.
• Fredimare has the right to allocate payments first to costs, then to outstanding interest, and finally to the principal and ongoing interest. Fredimare may refuse a payment offer without defaulting if the Customer indicates a different order of allocation. Full repayment of the principal amount may be refused if the outstanding and ongoing interest, as well as costs, are not paid.
• If the Customer does not fulfill their payment obligation within the maximum period of 30 days, they are in default.
• From the date the Customer is in default, Fredimare will, without further notice, claim the statutory (commercial) interest from the first day of default until full payment and recovery of extrajudicial costs in accordance with Article 6:96 BW, calculated based on the scale from the Decree on Compensation for Extrajudicial Collection Costs of July 1, 2012.
• If Fredimare has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. Court and enforcement costs also fall under this.
• If the conditions are met, no VAT will be charged for intra-community deliveries. If the Customer provides an incorrect or invalid VAT number, Fredimare has the right to charge the VAT afterward and to report fraud to the tax authorities in the destination country.

Article 15 – Retention of Title

• All Products supplied by Fredimare remain the property of Fredimare until the Customer has fulfilled all obligations arising from all Agreements with Fredimare.
• The Customer is not authorized to pledge or otherwise encumber the products subject to retention of title.
• If third parties attach claims or rights to the goods provided under retention of title, the Customer is obliged to notify Fredimare as soon as reasonably possible.
• The Customer is obliged to insure and keep insured the goods under retention of title against fire, explosion, water damage, theft, and to provide the policy for inspection upon first request.
• If Fredimare wishes to exercise its property rights under this article, the Customer grants unconditional and irrevocable permission for Fredimare or designated third parties to enter all places where Fredimare’s property is located and to repossess those goods.
• Fredimare has the right to retain the purchased Product(s) if the Customer has not fully fulfilled their payment obligations, despite an obligation to transfer or deliver. After the Customer has fulfilled their obligations, Fredimare will deliver the purchased goods as soon as possible, within a maximum of 20 working days.
• Costs and any damages resulting from retaining the goods

Article 16 – Warranty

Fredimare guarantees that the Products comply with the Agreement, the specifications mentioned in the offer, usability, and/or functionality, as well as the legal rules and regulations at the time of the formation of the Agreement. This also applies if the delivered goods are intended for use abroad and the Customer has explicitly informed Fredimare in writing of this use at the time of entering into the Agreement.

Article 17 – Suspension and Termination

Fredimare is entitled to suspend the fulfillment of obligations or terminate the Agreement if the Customer fails to fulfill (payment) obligations arising from the Agreement, wholly or partly.

Furthermore, Fredimare is authorized to terminate existing Agreements with the Customer, for which no work has yet been performed, without judicial intervention, if the Customer does not comply timely or properly with obligations arising from any Agreement concluded with Fredimare, or in the event of bankruptcy, suspension of payments, or liquidation of the Customer’s business.

Fredimare is also entitled to unilaterally terminate the Agreement without prior notice of default if circumstances occur that make compliance with the Agreement impossible or unreasonable, or if other circumstances arise that make continued performance unreasonable.

Upon termination, Fredimare's claims against the Customer are immediately payable. If Fredimare suspends performance, it retains all its rights under the law and the Agreement.

Fredimare always reserves the right to claim damages.

Article 18 – Limitation of Liability

If the performance of the Agreement by Fredimare leads to liability towards the Customer or third parties, such liability is limited to the costs invoiced by Fredimare in connection with the Agreement, up to a maximum of the order value. In any case, liability is limited to the amount paid out by the insurer for the relevant event per year.

Fredimare is not liable for consequential damages, indirect damages, business interruption, loss of profit, or suffered losses, missed savings, damages due to business stagnation, or damages resulting from the use of Products supplied by Fredimare.

3. Fredimare is not liable for damages caused by or related to actions or neglect based on (imperfect and/or incorrect) information on the website(s) or linked sites.

4. Fredimare is not responsible for errors or irregularities in the functionality of the website and is not liable for disruptions or unavailability of the website for any reason.

5. Fredimare is not responsible for the correct and complete transmission of content sent by or on behalf of Fredimare, nor for timely receipt.

6. Fredimare explicitly disclaims all liabilities and claims from Customers and third parties who suffer (bodily) damage from using the Products. The Products offered by Fredimare should only be used according to the manufacturer’s and software provider’s terms of use. In case of doubt, a Customer and/or user should contact Fredimare.

7. All claims from the Customer due to shortcomings on the part of Fredimare lapse if they are not reported in writing and substantiated within half a year after the Customer was aware or reasonably should have been aware of the facts on which the claims are based.

Article 19 – Transfer of Risk

The risk of loss or damage to the Products subject to the Agreement passes to the Customer at the moment the goods leave Fredimare’s warehouse. Even if the goods are in the possession of the Customer and/or third parties, the risk has already transferred to the Customer.

Article 20 – Force Majeure

Fredimare is not liable if, due to force majeure, it is unable to fulfill its obligations under the Agreement and cannot be required to perform any obligations if hindered by circumstances beyond its control, which are not due to its fault and are not attributable to law, legal acts, or generally accepted practices.

Force majeure includes, but is not limited to, (i) force majeure of Fredimare’s suppliers, (ii) failure of suppliers mandated or recommended by the Customer, (iii) defects in goods, equipment, software, or materials of third parties, (iv) government measures, (v) power outages, (vi) Internet or telecom disruptions (such as cybercrime or hacking), (vii) natural disasters, (viii) war or terrorist attacks, (ix) general transportation problems, (x) strikes at Fredimare’s company, and (xi) other situations beyond Fredimare’s control that temporarily or permanently prevent fulfillment.

Fredimare can invoke force majeure if the circumstance preventing performance occurs after the obligation was due.

Parties may suspend their obligations during the force majeure period. If the period exceeds two months, either party may terminate the Agreement without compensation.

Fredimare is entitled, to the extent that it has already partially fulfilled or will fulfill its obligations at the time of the force majeure, to invoice separately for the fulfilled or to-be-fulfilled part. The Customer is obliged to pay this invoice as if it were a separate Agreement.

Article 21 – Intellectual Property Rights

All IP rights and copyright of Fredimare belong exclusively to Fredimare and are not transferred to the Customer unless otherwise agreed.

It is prohibited for the Customer to disclose, reproduce, modify, or make available to third parties all materials on which Fredimare’s IP rights and copyrights rest without prior explicit written consent from Fredimare. If the Customer wishes to make changes to goods supplied by Fredimare, Fredimare must explicitly agree to the proposed changes.

It is prohibited for the Customer to use the Products, on which Fredimare’s intellectual property rights rest, in any manner other than as agreed in the Contract.

Ownership of the mold (matrijs) passes to the Customer once all costs have been paid to Fredimare.

Article 22 – Usage Instructions for Products

The Customer shall follow the instructions and guidelines provided by Fredimare regarding the use of the Products.

Article 23 – Confidentiality

Fredimare and the Customer commit to confidentiality regarding all confidential information obtained in connection with a contract. This confidentiality arises from the agreement or is reasonably expected to be confidential.

If Fredimare is legally obliged to disclose confidential information to authorities or third parties due to a legal or judicial order, and cannot invoke any privilege, Fredimare is not liable for any damages, and the Customer is not entitled to terminate the Agreement.

The confidentiality obligation also extends to third parties engaged by either party.

Article 24 – Privacy, Data Processing, and Security

Fredimare handles the personal data of the Customer and users of the Website(s) carefully and will only use them in accordance with the privacy statement. If requested, Fredimare will inform the data subjects accordingly. Questions regarding data processing and further information can be submitted in writing to Fredimare. If Fredimare must provide security measures under the Agreement, these will meet the specified requirements and an appropriate security level considering technological standards, the sensitivity of the data, and associated costs, which are not unreasonable.

Article 25 – Complaints

If the Customer is dissatisfied with Fredimare’s service or Products, or has other complaints about the purchase agreement, they are obliged to report these as soon as possible but no later than 10 days after the incident giving rise to the complaint. Complaints can be submitted in writing with the subject “complaint”. The complaint must be sufficiently substantiated and/or explained by the Customer for Fredimare to process it. Fredimare will respond substantively to the complaint as soon as possible, but no later than 21 working days after receipt. Parties will attempt to reach a joint solution.

Article 26 – Misuse of Account

In case of (possible) illegal actions, Fredimare is obligated to report these to the authorities and hand over the data provided by the Customer, as well as perform all actions required in the investigation process. Fredimare has the right to deny the Customer access to the account and/or terminate its use.

Beyond legal obligations, damages arising from negligence or failure to act in accordance with the above are the risk and responsibility of the Customer. The Customer is responsible for the proper security of the device (mobile or otherwise) used to access the account and for keeping their login details secret.

If there is a breach of Fredimare’s rights or third-party rights, or unlawful conduct by the Customer, Fredimare is entitled to delete or restrict the Customer’s account, including limiting or disabling order placements. In no event shall Fredimare be liable for damages suffered by the Customer, of any kind, resulting from the Customer’s actions.

Article 27 – Applicable Law

All Agreements between Fredimare and the Customer are governed by Dutch law. The applicability of the (CISG) Vienna Convention is explicitly excluded. In case of interpretation of the content and scope of these general terms and conditions, the Dutch text is always decisive. Fredimare is entitled to unilaterally amend these general conditions. All disputes arising from or related to the Agreement between Fredimare and the Customer shall be resolved by the competent court of Zeeland-West Brabant, unless mandatory legal provisions confer jurisdiction on another court.

Tholen, January 1, 2024