General Terms and Conditions
Friendship International B.V. is a freight forwarding company acting as an intermediary on behalf of the customer at the conclusion of transport agreements between the shipper and the carrier.
All transactions are subject to our General Conditions, registered with the Chamber of Commerce in Woerden :
General Terms and Conditions
Friendship International B.V.
Article 1 Definitions
In these General Terms and Conditions, the terms below will be understood to have the following meanings, unless expressly stated otherwise or the context indicates otherwise.
- Friendship International: the user of these General Terms and Conditions; Friendship International B.V., having its registered office at Bamfordweg 1 in Ulestraten, the Netherlands, registered with the Chamber of Commerce under number 14116865;
- The Principal: Friendship International’s counterparty;
- The Agreement: the Agreement between the Principal and Friendship International.
- an event that is actually outside its control and thus cannot be attributed to any act and/or omission on its part, as described in more detail in Article 16 of these General Terms and Conditions;
- any act or omission on the part of the Principal, its subordinates, or other persons who are employed by or at the behest of the Principal.
- following the conclusion of the agreement, Friendship International learns of circumstances that provide reasonable grounds for fearing that the Principal will not fulfil its obligations. If there is good reason to fear that the Principal will only perform its obligations in part or will not perform such properly, suspension will be permitted only to the extent justified by the relevant failure;
- the Principal is requested to provide security at the conclusion of the agreement for the fulfilment of its obligations arising from such and this security is not forthcoming or is insufficient.
Article 2 General
2.1 These General Terms and Conditions apply to all Agreements between Friendship International and the Principal to which Friendship International has declared these General Terms and Conditions applicable. The Agreement is also subject to the general terms and conditions of third parties with which Friendship International contracts in engagement to perform the Agreement.
2.2 Any deviations from these General Terms and Conditions will be valid only if those deviations have been explicitly agreed in writing.
2.3 Any applicability of purchase or other terms and conditions of the Principal is hereby expressly rejected.
2.4 If deviating provisions are agreed in respect of certain matters that are governed by these General Terms and Conditions, these General Terms and Conditions will continue to apply to the remainder of the Agreement. Such agreed deviations will never apply to more than one Agreement.
2.5 If one or more provisions of these General Terms and Conditions are null and void or are void, the remaining provisions of these General Terms and Conditions will retain their full effect. In that case, Friendship International and the Principal will enter into negotiations to agree new provisions to replace the provisions that are void or subject to being declared void, with the aim and purport of the original provision being taken into account in so far as possible.
Article 3 Offers and Quotations
3.1 All quotations will be without obligation, unless stated otherwise.
3.2 The Principal warrants that the requirements and specifications it provides, or arranges to have provided, to Friendship International with regard to the performance, as well as the other data on which Friendship International bases its quotation, will be correct and complete.
3.3 If a quotation for an engagement is made based on a subsequent calculation, the prices contained in the quotation will be merely indicative and Friendship International will issue invoices for the costs actually incurred.
3.4 If the acceptance deviates (on minor points) from the quotation set out in the quotation, Friendship International will not be bound by same. In that case, such deviation in acceptance will not constitute part of the Agreement.
3.5 A composite quotation will not oblige Friendship International to perform any part of the engagement for a corresponding part of the stated price.
3.6 Offers or quotations will not automatically apply to future engagements.
3.7 Making copies of the quotation prepared by Friendship International and the related documents is prohibited.
3.8 Friendship International will not be bound by apparent errors or mistakes in the website, in brochures, publications, quotations, and data.
Article 4 Rates and Fees
4.1 All rates indicated are exclusive of VAT.
4.2 Friendship International may increase an agreed fixed price if, while the work is being performed, the originally agreed or expected volume of work was substantially underestimated when concluding the Agreement and the underestimation is not attributable to Friendship International and Friendship International cannot reasonably be expected to perform the agreed work at the originally agreed price.
4.3 Unless otherwise agreed, any extra costs incurred as a result of insufficient loading and/or unloading time, including, but not limited to, demurrage charges, will be charged to the Principal.
4.4 Expenses and/or higher transport-related salary costs incurred because the transport documents engagement loading or unloading to be performed in the evening, at night, at the weekend or on public holidays are not included in the agreed prices. The Principal will be invoiced separately for such expenses and higher salary costs.
4.5 The Principal will be invoiced for any taxes, customs fines, storage costs and/or other amounts owed simultaneously with import duties pursuant to the actions of customs authorities and/or other government agencies or in connection with the Principal’s or addressee’s failure to submit the required documents or apply for the required licence or permit.
4.6 The Principal will indemnify Friendship International against any claims from third parties that incur damage in connection with the Agreement’s performance, which damage is attributable to the Principal. The Principal will also be obliged to reimburse Friendship International for any amounts to be collected or claimed by the government in connection with the Agreement and for any penalties imposed by the government.
4.7 The Principal will be invoiced for any unjustified freight charges and any other extra costs Friendship International incurs in connection with the performance of the Agreement.
Article 5 Price Changes
If Friendship International’s prices are raised as a consequence of a change in the rate of VAT, social security insurance contributions, wage tax, or other government levies, or as a consequence of changes in transport prices, Friendship International will be entitled to pass those charges on to the Principal.
Article 6 Insurance
If the Principal wishes to insure the goods to be transported, the Principal must engage Friendship International expressly and in writing to obtain such insurance. The Principal must provide an accurate indication of the risks against which it wishes to insure the goods and the value of the goods.
Article 7 Performance of the Agreement
7.1 Friendship International will perform the work to the best of its ability and with the due care that may be expected of a prudent professional.
7.2 If the Principal has not notified Friendship International of any specific wishes relating to the transport of the goods, Friendship International will be entitled to determine the route and the means of transport.
7.3 If and in so far as required for a satisfactory performance of the Agreement, Friendship International will be entitled to engage third parties for certain work.
Article 8 Amendments to the Agreement
8.1 If, during the performance of the Agreement, it proves necessary to amend or supplement the work to be carried out to ensure proper performance, the parties will adjust the Agreement accordingly in mutual consultation and in good time.
8.2 If the parties agree that the Agreement is to be amended or supplemented, this may affect the time at which the Agreement’s performance is completed. Friendship International will inform the Principal of such as soon as possible.
8.3 If the amendment or the supplement to the Agreement will have financial and/or qualitative consequences, Friendship International will inform the Principal of such beforehand.
8.4 In the event that a fixed fee has been agreed, Friendship International will indicate to what extent the amendment or supplement to the Agreement will result in that fee rate being exceeded.
Article 9 Cancellation
9.1 If the Principal cancels the Agreement, the Principal will be obliged to reimburse Friendship International for all costs it has incurred up to that time. Moreover, the Principal will be obliged to reimburse any costs Friendship International incurs in connection with contracts reasonably concluded with third parties for the purpose of performing the engagement.
9.2 The aforementioned reimbursement scheme will not diminish or eliminate the Principal’s possible liability for any loss or harm resulting from premature cancellation.
Article 10 Obligations of the Principal
10.1 The Principal will ensure that all data, information and instructions that Friendship International indicates are necessary for such issues as compliance with customs formalities, or which the Principal should reasonably understand are necessary for performing the Agreement, are provided to Friendship International in a timely fashion. Friendship International is not obliged to ascertain whether the data and information provided are correct.
10.2 The Principal will be obliged to notify Friendship International forthwith of any facts and circumstances that may be relevant to the performance of the Agreement.
10.3 Friendship International will only be required to perform (or continue to perform) the Agreement if the Principal provides the data and information Friendship International has demanded in the form and by the means specified by Friendship International. The Principal will be obliged to pay any additional costs that may arise as a result of the fact that the Principal has not submitted the data or information demanded, or has not submitted same on time, in full, or properly.
10.4 The goods offered for transport must be packed suitably for transport and must be accompanied by clear information. This refers to the product, affixing the recipient’s full address, symbols that provide handling instructions, etc. Friendship International is not liable for, and the Principal indemnifies Friendship International against, any claim relating to the damage to or loss of goods that is caused, in whole or in part, by defects in the packaging used by the Principal or for damage to or loss of that packaging used by the Principal.
10.5 The Principal must ensure that the goods to be transported are present and available at the agreed place and time.
10.6 Friendship International will assume that the Principal will meet all of its obligations under the law.
Article 11 Deliveries
11.1 The delivery deadline indicated by Friendship International will never be considered a firm deadline and will not be binding on Friendship International.
11.2 Friendship International will not guarantee an arrival time for the goods. Arrival times will be considered as merely indicative.
Article 12 Payment
12.1 Friendship International will be entitled to accept engagements solely on condition that the Principal pays all or part of the invoice amount in advance or provides a form of security. In the latter case, the Principal will be informed accordingly.
12.2 The Principal shall bear the risks of any delay in performing the Agreement caused by the Principal’s late payment.
12.3 Invoices received from Friendship International must be paid within 14 days of the invoice date.
12.4 If the Principal fails to pay by the aforesaid payment deadline, it will be in default by operation of law. In that case extrajudicial costs will by way of determination under Book 7, Section 900 of the Dutch Civil Code be set at a flat-rate of 15% of the amount to be collected. The commercial interest on the eligible amount will be calculated from the time that the Principal is in default to the time the invoice is settled in full. If, after receiving a demand for payment and notice of default, the Principal continues to default on payment, Friendship International shall be entitled to assign the claim, in which case the Principal shall be liable to pay all judicial and extra-judicial costs incurred, as well as the total amount and commercial interest at the statutory rate.
12.5 In the event of winding-up, involuntary liquidation, attachment or a suspension of payments on the part of the Principal, Friendship International’s claims against the Principal will become exigible forthwith.
12.6 Friendship International may retain all items, property rights, data, documents and data files received or generated in connection with the Agreement, despite an existing obligation to relinquish same, until the Principal pays all of the amounts it owes to Friendship International.
12.7 Payments received from the Principal will first be applied to any collection costs Friendship International has incurred, and then to any interest owed, and then to the principal sum owed.
Article 13 Complaints and Prescription
13.1 Complaints regarding the work performed by Friendship International can be submitted to:
Friendship International BV
Mauritslaan 49
6129 EL Urmond
The Netherlands
Tel: + 31 (0)85 3035 060
E-mail: Operations@friendship-int.nl
13.2 After submitting a complaint, the Principal must afford Friendship International the opportunity to investigate whether the complaint is well-founded and, if necessary, must still afford Friendship International the opportunity to perform the agreed work.
13.3 If performing the agreed work would no longer be possible or would not serve any purpose, Friendship International will only be liable within the limits of Article 14 of these General Terms and Conditions.
13.4 In the absence of a complaint or by payment of the invoice within 15 days of invoice date any reliance whatsoever on possible disputing of the invoice and/or name details lapses by way of determination under Book 7, Section 900 of the Dutch Civil Code and the agreement to the invoice is established. Disputing the invoice does not affect the client’s obligation to pay.
13.5 All claims against Friendship International that have not been submitted to Friendship International within one year of arising will expire by prescription.
Article 14 Liability
14.1 Friendship International cannot be held liable to pay for any harm or loss resulting directly or indirectly from:
14.2 Friendship International will not be liable for any loss, of whatever nature, resulting from Friendship International’s reliance on incorrect and/or incomplete information provided by the Principal, unless Friendship International should have been aware of such incorrectness or incompleteness.
14.3 Friendship International is not liable for any harm or loss caused by the Principal’s failure to meet its obligations as laid down in Article 10 of these General Terms and Conditions.
14.4 Friendship International accepts no liability whatsoever in cases in which the Principal requires certain work to be performed against Friendship International’s advice.
14.5 Friendship International will under no circumstances be liable for indirect loss, including consequential loss, loss of profits, loss of savings or any loss due to an interruption in business operations.
14.6 The liability of Friendship International is in each case limited to the amount paid out under the liability insurance, plus the insurance policy excess. Friendship International’s maximum liability for damage not covered by the liability insurance is the amount charged by Friendship International for the contract concerned.
Article 15 Suspension and Dissolution
15.1 Friendship International will be entitled to dissolve the Agreement if the Principal fails to perform its obligations pursuant to the Agreement.
15.2 In addition, Friendship International will be entitled to dissolve the Agreement or have it dissolved if circumstances arise of such a nature that fulfilment of the Agreement is not possible or can no longer be required in accordance with standards of reasonableness and fairness, or if any other circumstances arise of such a nature that it can no longer reasonably be expected that the Agreement should continue unamended.
15.3 Friendship International shall be entitled to suspend performance of its obligations pursuant to the Agreement if:
15.4 Friendship International will be entitled to dissolve the Agreement if the Principal applies for or is granted a suspension of payment, if the Principal files for bankruptcy or is declared bankrupt, if the Principal is unable to satisfy its debts, terminates or winds up its business, is appointed a guardian, or if an administrator or a receiver is appointed.
15.5 If the Agreement is dissolved, Friendship International’s claims against the Principal will become immediately due and payable. If Friendship International suspends performance of its obligations, it will retain its rights and claims pursuant to the law and the Agreement.
Article 16 Force Majeure
16.1 Force majeure events are events that are outside the control of Friendship International or that cannot be attributed to an act and/or omission on its part, and will include at least the following: extreme weather conditions, obstructions by third parties, including the government; transport disruptions such as total or partial strikes, uprisings, war or threat of war; import or export bans; fires, failures, internet faults and data leaks/security breaches and accidents at Friendship International or the transport company, fire damage to transport equipment at Friendship International or the transport company, as well as failures of that equipment and accidents involving such equipment; the imposition of levies or other government measures that entail changes in actual circumstances.
16.2 The parties may suspend the obligations ensuing from the Agreement while the situation of force majeure lasts. If this situation lasts longer than 1 month, either party will be entitled to dissolve the Agreement.
16.3 In so far as Friendship International has partly performed or will be able to partly perform its obligations arising from the Agreement at the time the situation of force majeure occurs, and that part performed or to be performed is of independent value, Friendship International will be entitled to invoice the part performed or to be performed separately. The Principal will be obliged to settle this invoice as if it were a separate Agreement.
16.4 The Principal will bear any extra costs arising due to the situation of force majeure, such as, but not limited to, storage costs, transport costs, demurrage charges, and insurance.
Article 17 Confidentiality
17.1 Each party will be obliged to observe confidentiality regarding all confidential information they receive from one another or from some other source in the context of the Agreement. Information will be deemed to be confidential if such has been specified as such by the other party or if such arises from the nature of the information. The party receiving confidential information will use that information solely for the purpose for which it is provided.
17.2 If Friendship International is obliged pursuant to a statutory provision or a judicial decision to provide third parties designated by law or by the competent court with confidential information and Friendship International is unable to invoke a right to decline to give information acknowledged or allowed by law or by the competent court, Friendship International will not be obliged to compensate the Principal or pay it damages and the Principal will not be entitled to dissolve the Agreement on the basis of any loss that may have been incurred as a consequence.
Article 18 Intellectual Property
18.1 The Principal will indemnify Friendship International against claims of third parties relating to intellectual property rights to materials or data issued by Principal that are used during the performance of the Agreement.
18.2 All documents and items issued by Friendship International, such as reports, advice, agreements, designs, sketches, drawings, software, etc. are intended for use only by the Principal, and the Principal may not copy, disclose, or inform third parties of such without the prior permission of Friendship International, unless the nature of the documents or items issued dictates otherwise.
18.3 All intellectual property rights to the products developed, supplied, or made available by Friendship International in the context of the Agreement are vested in Friendship International.
Article 19 Securities
Friendship International has a right of retention on all funds, documents and items that it holds for or of its client. Friendship International may also exercise this right of retention for the amount it is still owed in connection with the above contracts. Friendship International is never liable for any damage resulting from the exercise of the right of retention.
All the items, documents and funds that Friendship International holds in connection with the agreement serve it as security for all the claims it has on the client.
Article 20 Final Provisions
20.1 The applicable version of the General Terms and Conditions will always be the version that applied at the time the Agreement was concluded, unless the Principal consents to the applicability of an amended version of the General Terms and Conditions after the Agreement is concluded.
20.2 The parties will only institute court proceedings after they have done their utmost to resolve any dispute in mutual consultation.
20.3 All Agreements between Friendship International and the Principal will be governed by Dutch law.
20.4 In the event of a difference of interpretation of the content and meaning of these General Terms and Conditions, the Dutch-language text will always prevail.
20.5 All disputes relating to Agreements between the Principal and Friendship International will be submitted to the competent court in the judicial district in which Friendship International maintains its registered office. If Friendship International invokes this provision, a Principal who is a natural person will be afforded a period of one month elect to have the matter heard in the competent court as defined by law.
