General Terms and Conditions

General

1. On all transactions made with Aquafarm International BV / Ornafish UK Ltd. / Ornafish Japan Co., Ltd (hereafter called SUPPLIER) our general terms are applicable. Any deviation from these conditions will only apply if agreed in writing.

2. The SUPPLIER general terms of delivery are printed in their pricelist so that every customer will be able to be aware of them before ordering. Also SUPPLIER will provide you with a copy of the general terms on your first request.

3. Any additional contracts concerning buying, sales or general terms of customers, which will contain different arrangements than the ones stated in the general terms of conditions of SUPPLIER are only applicable when SUPPLIER has sent a written confirmation signed by an authorised person.

Offers

4. Offers from SUPPLIER are always free of obligations. The prices mentioned are indications and subject to change.

5. SUPPLIER will send an invoice with every delivery.

Delivery Terms

6. All goods, Japan Koi, Israel Koi and Pond Fish Prices mentioned are net prices excluding freight. Freight, Packing, Security and Clearance charges are additional charges as listed in our price list.

7. Air Freight, fuel and security fees may vary per destination. Printed rates are indications, Airlines and farms reserve the right to change their rates at any time, and exact rates can be confirmed with our office when ordering.

8. On arrival at the airport fees for handling, health inspection and documentation are applicable; these costs are shared between all arrived buyers, boxes. In case of a direct buyer consignment all charges are to be borne by the named consignee on the invoice.

Terms of Payment

9. All orders must be paid on delivery of the fish unless otherwise agreed in writing. In the case credit was granted invoice has to be paid within 8 days of arrival of the fish. Compensation of debts or deducting invoices from buyer to SUPPLIER is never allowed.

Payment Security

10. SUPPLIER has the right to ask for a security from its customer to ensure that payment will be made and can hold the delivery of the order until this security is provided.

Delivery

11. All delivery dates are estimates and not of essence of the contract between us. SUPPLIER will never be liable for damage caused by a delay in delivery.

Force Majeure

12. SUPPLIER is never liable for not or not in time fulfilling of her obligations towards its customers in case of events beyond our reasonable control such as: war, threat of war, mobilisation, riots, major strikes, fire, accidents or sickness of employees, company disorders, lack of stock, transport disabilities, sanctions from the government, diseases or epidemics in plants or animals from SUPPLIER or its suppliers etc. In this case SUPPLIER has the right to extend the agreed time of delivery or to cancel the agreement.

Increase in Price

13. If between the time of ordering and the delivery of the goods the price of buying, taxes, waste disposal fee, exchange rate or one of the other components in the price will increase SUPPLIER has the right to charge its customer for this raise in price.

Risk of Transport

14. All goods travel within Israel or Japan and while at air for the risk of SUPPLIER, direct after collection or delivery, the risk of goods and transport transfer to the buyer. In case buyer requests SUPPLIER to arrange transport from the airport towards the buyers premises the risk during this transport remains with buyer, SUPPLIER is not liable for any costs or damages during this transport.

Retention of Title

15. All items delivered by SUPPLIER remain SUPPLIER’s property until the other party has met all obligations arising from the purchase agreements concluded with SUPPLIER, including in particular: Items delivered by SUPPLIER which, pursuant to paragraph 1, are subject to retention of title may only be sold on within the scope of normal business operations and may never be used as a means of payment. The buyer is not authorised to pledge the items subject to retention of title or to encumber them in any other way. If this situation arises, the buyer gives unconditional and irrevocable consent to SUPPLIER or a third party to be appointed by it, in all cases in which SUPPLIER wishes to exercise its ownership rights, to enter all sites where the property of SUPPLIER is stored at that time and to remove these items. If third parties attach the items delivered subject to retention of title or wish to establish rights or enforce rights to them, the buyer is required to inform SUPPLIER as soon as reasonably can be expected. The buyer undertakes to insure the items delivered subject to retention of title and to keep them insured against fire damage, explosion damage, water damage and theft, and on demand to provide the policy of this insurance for inspection.

Third Parties

16. Orders can be transferred to third parties by SUPPLIER. SUPPLIER is entitled to transfer this order with all related rights and obligations to a third party. SUPPLIER is also entitled to deliver the goods of this order in parts and to invoice these parts separately. This order cannot be revoked by the buyer.

Guarantee

17. With Koi we only guarantee that these will be alive when delivered, this means that they will be without external signs of diseases, as far as this can be determined with the naked eye upon delivery. After delivery the conditions how the Koi are held and are taken care of are out of our control, we can therefore not be held liable for any health problem occurring after arrival.

18. Warranty is only valid for the fish value, shipping and additional cost are for the risk of buyer and never returned.

Complaints

19. The customer shall send his claim in writing by e-mail or fax within 24 hours of arrival of the Koi with digital pictures of the dead or damaged fish! Please use the claim form provided in the price list. Dead fish has to be kept frozen for inspection for a minimum of 3 weeks after arrival.

20. For Koi damaged on arrival, SUPPLIER can only transfer your claim to the farm based on pictures you provide, it is on the discretion of the farm how they will solve this problem, SUPPLIER cannot credit any amount others than awarded by the farms.

21. As SUPPLIER we cannot control the circumstances how Koi was handled and held after arrival, thus we are never liable for any health problems whatsoever occurring 24 hours after arrival of Koi.

22. Claims are only valid for the value of the fish, freight charges and other additional charges and handling costs are always for the risk of the buyer and can never be credited.

23. Any claim will never be reason to postpone payment. SUPPLIER has, when a complaint is approved, the choice to: adjust the invoice, cancel the invoice, or to make a new delivery.

24. SUPPLIER is never liable for any damage following the supply of the Koi, like loss of sales, veterinarian or medication costs, contamination of disease to other fish and others matters, buyer imports fish on their own risk.

Customer Responsibility

25. Buyer is responsible for proper stocking and treatment of Koi.

26. SUPPLIER’s instructions on treatment and prevention as printed in their pricelist have to be strictly implemented; SUPPLIER is not liable for any damages following mishandling of the Koi.

27. In the event of any health problem buyer has to undertake all possible treatments to avoid losses without the need of SUPPLIER to give any compensation for labour, treatments and others.

Default of the Client

28. In case of late payment by the client, SUPPLIER is entitled to suspend all deliveries following the present or other agreements, without prejudice to its right to demand compliance and/or damages from the client.

29. All procedural and extrajudicial costs related to the collection of debts from the client shall be payable by the client.

30. The extrajudicial costs are considered to be 15% of the amount to be collected, with a minimum of € 225,- increased with turnover tax. SUPPLIER must not demonstrate that the extrajudicial costs were actually incurred.

31. The client owes a legal business interest for the period he is in default.

Applicable Law

32. All agreements with Aquafarm International BV are governed by Dutch law. All agreements with Ornafish UK Ltd are governed by UK law. All agreements with Ornafish Japan Co., Ltd. are governed by Japanese law.

Disputes

33. All disputes between SUPPLIER and the client are heard by the competent court of the SUPPLIER country of residence.

These terms and conditions of sale and delivery were deposited at the Chamber of Commerce in Zuidwest Netherlands effective on 01-12-2013.