General Terms and Conditions DISCUSPASSIE.nl

Below you will find the ‘General Terms and Conditions of DISCUSPASSIE.nl’. These terms and conditions describe the conditions under which DISCUSPASSIE.nl supplies its discus fish, matching fish, feed and other products and performs related services. They apply to all deliveries to wholesalers, retailers and private individuals, both in the Netherlands and abroad. Please read them carefully before making a purchase. Last updated: 01-09-2025.  

Article 1.             General

1. These terms and conditions apply to every offer, quotation and agreement between DISCUSPASSIE.nl, hereinafter referred to as: ‘User’, and a Counterparty to which User has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.
2. These terms and conditions also apply to agreements with the User, for the execution of which third parties must be engaged by the User.
3. These general terms and conditions have also been written for the User’s employees and management.
4. The applicability of any purchasing or other terms and conditions of the Other Party is expressly rejected.
5. If one or more provisions in these general terms and conditions are at any time wholly or partially invalid or void, the other provisions in these general terms and conditions will remain fully applicable. The User and the Other Party will then enter into consultation in order to agree on new provisions to replace the invalid or void provisions, taking into account as much as possible the purpose and meaning of the original provisions.
6. If there is any uncertainty about the interpretation of one or more provisions of these general terms and conditions, the interpretation must be in accordance with the spirit of these provisions.
7. If a situation arises between the parties that is not covered by these general terms and conditions, this situation must be assessed in accordance with the spirit of these general terms and conditions.
8. If the User does not always demand strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the User would in any way lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.

Article 2              Quotations and offers 

1. All quotations and offers made by the User are without obligation, unless a term for acceptance is specified in the offer. A quotation or offer will lapse if the product to which the quotation or offer relates is no longer available in the meantime.
2. The User cannot be held to its quotations or offers if the Other Party can reasonably understand that the quotations or offers, or part thereof, contain an obvious mistake or clerical error.
3. The prices stated in a quotation or offer include VAT and other government levies, as well as any costs to be incurred in the context of the agreement, including packaging, shipping and administration costs, unless otherwise indicated.
4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, the User is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the User indicates otherwise.
5. A composite quotation does not oblige the User to perform part of the order for a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders. 

Article 3              Contract duration; delivery times, performance and amendment of agreement; price increase

1. The agreement between the User and the Other Party shall remain in force until the product to be delivered has been delivered in full (by the User) and paid for (by the Other Party), unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
2. If a term has been agreed or specified for the delivery of certain items, this shall never be a strict deadline. If a term is exceeded, the Other Party must therefore give the User written notice of default. The User must be given a reasonable period of time to still perform the agreement.
3. The User has the right to have certain products delivered by third parties.
4. The User is entitled to invoice the order amount in instalments.
5. If the User requires information from the Other Party for the performance of the agreement, the performance period will not commence until the Other Party has provided this information to the User in a correct and complete manner.
6. If, during the performance of the agreement, it appears that it is necessary to amend or supplement it in order to ensure its proper performance, the parties will proceed to amend the agreement in a timely manner and in mutual consultation. If the nature, scope or content of the agreement is changed, whether or not at the request or instruction of the Other Party, the competent authorities, etc., and the agreement is thereby changed in qualitative and/or quantitative terms, this may have consequences for what was originally agreed. As a result, the amount originally agreed may be increased or decreased. The User will provide a quotation for this in advance as far as possible. A change to the agreement may result in a change to the originally specified term of performance. The Other Party accepts the possibility of changes to the agreement, including changes to the price and term of performance.
7. If the agreement is amended, including an addition, the User is entitled to implement this only after approval has been given by the person authorised within the User and the Other Party has agreed to the price and other conditions specified for the implementation, including the time at which it will be implemented, to be determined at that time. Failure to implement the amended agreement, or failure to do so immediately, does not constitute a breach of contract on the part of the User and does not constitute grounds for the Other Party to terminate the agreement.
8. Without being in default, the User may refuse a request to amend the agreement if this could have qualitative and/or quantitative consequences, for example for the goods to be delivered in that context.
9. If the Other Party fails to properly fulfil its obligations towards the User, the Other Party shall be liable for all damage (including costs) incurred by the User as a direct or indirect result thereof. The User is entitled to charge these costs to the Other Party.
10. If the User agrees on a specific price when concluding the agreement, the User is nevertheless entitled to increase the price under the following circumstances, even if the price was not originally stated subject to reservation:

– If the price increase is the result of a change to the agreement;

– If the price increase results from a power vested in the User or an obligation incumbent on the User by operation of law;

– In other cases, on the understanding that the Other Party, which is not acting in the course of a profession or business, is entitled to terminate the agreement by means of a written statement if the price increase exceeds 10% and takes place within three months of the conclusion of the agreement, unless the User is then still willing to perform the agreement on the basis of the original agreement, or if it has been stipulated that delivery will take place more than three months after the purchase.   

Article 4              Suspension, termination and early termination of the agreement

1. The User is entitled to suspend the fulfilment of its obligations or to terminate the agreement immediately and with immediate effect if:

–  The Other Party fails to fulfil its obligations under the agreement, fails to fulfil them in full or fails to fulfil them on time;

–  After the conclusion of the agreement, circumstances come to the User’s attention that give good reason to fear that the Other Party will not fulfil its obligations;

–   Upon conclusion of the agreement, the Other Party was requested to provide security for the fulfilment of its obligations under the agreement and this security has not been provided or is insufficient;

–   Due to the delay on the part of the Other Party, the User can no longer be expected to fulfil the agreement under the originally agreed conditions;

– Circumstances arise which are of such a nature that fulfilment of the agreement is impossible or that the User cannot reasonably be expected to maintain the agreement unchanged.

2. If the termination is attributable to the Other Party, the User is entitled to compensation for the damage, including the costs, directly and indirectly incurred as a result.
3. If the agreement is dissolved, the User’s claims against the Other Party will become immediately due and payable. If the User suspends the fulfilment of its obligations, it will retain its claims under the law and the agreement.
4. If the User proceeds to suspend or terminate the agreement on the grounds referred to in this article, he shall not be obliged in any way to compensate for any damage or costs incurred as a result, while the Other Party shall be obliged to pay compensation or damages on the grounds of breach of contract.
5. If the Other Party cancels all or part of an order placed, the goods ordered or prepared for this purpose, plus any transport and delivery costs and the working time reserved for the performance of the agreement, will be charged in full to the Other Party.

Article 5              Force majeur

1. The User is not obliged to fulfil any obligation towards the Other Party if he is prevented from doing so as a result of a circumstance that is not attributable to fault, and which is not for his account under the law, a legal act or generally accepted practice.

2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and case law, all external causes, foreseen or unforeseen, over which the User has no influence, but as a result of which the User is unable to fulfil its obligations. The User also has the right to invoke force majeure if the circumstance preventing (further) performance of the agreement occurs after the User should have fulfilled its obligation.

3. The User may suspend the obligations under the agreement for the duration of the force majeure. If this period lasts longer than three months, either party is entitled to terminate the agreement without any obligation to compensate the other party for damages.

Article 6              Payment and collection costs

1. Payment must always be made within 14 days of the invoice date, in a manner specified by the User and in the currency in which the invoice is issued, unless otherwise specified in writing by the User. The User is entitled to invoice in instalments and/or periodically.
2. If the Other Party fails to pay an invoice on time, the Other Party will be in default by operation of law. The Other Party will then owe interest. In the case of consumer purchases, the interest will be equal to the statutory interest rate. Interest on the amount due will be calculated from the moment the Other Party is in default until the moment the full amount due has been paid.
3. The User has the right to apply payments made by the Other Party first to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest.
4. The User may, without being in default, refuse an offer of payment if the Other Party specifies a different order for the allocation of the payment. The User may refuse full repayment of the principal if the accrued and current interest and collection costs are not also paid.
5. Objections to the amount of an invoice do not suspend the payment obligation.
6. If the Other Party is in default or fails to fulfil its obligations (on time), all reasonable costs incurred in obtaining satisfaction out of court will be borne by the Other Party. The extrajudicial costs will be calculated on the basis of what is customary in Dutch collection practice at that time. However, if the User has incurred higher collection costs that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any legal and enforcement costs incurred will also be recovered from the Other Party. The Other Party will also owe interest on the collection costs owed.

Article 7              Retention of title

1. All goods delivered by the User within the framework of the agreement remain the property of the User until the Other Party has properly fulfilled all obligations arising from the agreement(s) concluded with the User.
2. Products delivered by the User that are subject to retention of title pursuant to paragraph 1 may not be resold and may never be used as a means of payment until both parties have fully complied with the obligations arising from the agreement.
3. The Other Party must always do everything that can reasonably be expected of it to safeguard the User’s property rights.
4. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the Other Party is obliged to inform the User immediately.

Article 8              Guarantees

1. No warranty applies in any way to the items to be delivered by the User.
2. If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs incurred by the User, will be borne in full by the Other Party.

Article 9  Liability

1. If the User is liable, this liability is limited to what is stipulated in this provision.
2. The User is not liable for damage of any kind caused by the User relying on incorrect and/or incomplete information provided by or on behalf of the Other Party.
3. The User is only liable for direct damage.
4. Direct damage is exclusively understood to mean:

– the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;

– any reasonable costs incurred to ensure that the User’s defective performance complies with the agreement, insofar as these can be attributed to the User;

– reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.

5. This limitation does not extend beyond that permitted under Article 7:24(2) of the Dutch Civil Code.
6. If the User is liable for any damage, the User’s liability is limited to a maximum of twice the invoice value of the order, or at least to that part of the order to which the liability relates.
7. In any case, the User’s liability is always limited to the amount paid out by its insurer in the relevant case.
8. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of the User or its managerial subordinates.

Article 10            Limitation period

1. Notwithstanding the statutory limitation periods, the limitation period for all claims and defences against the User and third parties involved by the User in the performance of an agreement is one year.
2. The provisions of paragraph 1 do not apply to legal actions and defences based on facts that would justify the assertion that the delivered item does not comply with the agreement. Such claims and defences expire two years after the Other Party has notified the User of such non-compliance.

Article 11            Risk-transition

1. The risk of loss, damage or depreciation shall pass to the Other Party at the moment that the goods are brought under the control of the Other Party.

Article 12            Indemnification

1. The Other Party indemnifies the User against any claims from third parties who suffer damage in connection with the performance of the agreement and whose cause is attributable to parties other than the User.
2. If the User is held liable by third parties on that basis, the Other Party is obliged to assist the User both in and out of court and to immediately do everything that may be expected of it in that case. If the Other Party fails to take adequate measures, the User is entitled, without notice of default, to take such measures itself. All costs and damage incurred by the User and third parties as a result shall be fully borne by and at the risk of the Other Party.

Article 13            Applicable law and disputes

1. All legal relationships to which the User is a party are governed exclusively by Dutch law, even if an obligation is performed wholly or partly abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
2. The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.

Article 14            Location and amendment conditions

1. The most recently filed version or the version that was valid at the time of the establishment of the legal relationship with the User shall always apply.
2. The Dutch text of the general terms and conditions shall always be decisive for their interpretation.