Fulfilment Terms

This is the English translation of the Fulfilmentvoorwaarden of Hart voor Transport. If the translation and the Dutch text differ, the Dutch text prevails.

Article 1 — Definitions

In these Fulfilment Terms the following terms have the following meaning:

1. Hart voor Transport (also: “we”, “us”): Hart voor Transport, a trading name of Zipload B.V., Jan van Krimpenweg 73, 2031 CH Haarlem, the Netherlands, registered with the Dutch Chamber of Commerce under number 42078890.
2. Client: the business that concludes a Fulfilment Agreement with us, acting in the course of its trade or business.
3. Fulfilment Agreement: the agreement in which the Client instructs us to perform the Services, including its annexes.
4. Services: inbound handling, storage, order processing, pick & pack, packaging, shipping, returns processing and additional work.
5. Goods: the items the Client has us store or handle, including packaging and promotional material.
6. Warehouse: our storage location at Voltstraat 2, 2181 HA Hillegom, the Netherlands, or another location in the Netherlands designated by us.
7. Order: an instruction to ship or deliver Goods from stock.
8. End Customer: the Client’s customer to whom an Order is shipped.
9. Parcel Carrier: a carrier that is not part of our company, such as PostNL or DHL.
10. Working Day: Monday to Friday, excluding generally recognised public holidays in the Netherlands.
11. Price List: the rates in the Fulfilment Agreement or in the quotation accepted by the Client.
12. In Writing: by letter or by email.

Article 2 — Scope and order of precedence

1. These Fulfilment Terms apply to every quotation and every Fulfilment Agreement concerning the Services.
2. We only conclude Fulfilment Agreements with businesses, not with consumers.
3. Transport by our own couriers is also governed by our General Terms and Conditions. If documents conflict, the following order applies: (a) the Fulfilment Agreement, (b) the Data Processing Agreement in Annex A for the processing of personal data, (c) these Fulfilment Terms, (d) the General Terms and Conditions.
4. Purchasing or other terms of the Client do not apply.
5. Deviations from these terms only apply if we have confirmed them In Writing.
6. If a provision is void or annulled, the other provisions remain in force. The parties will then replace the provision with a valid provision that comes as close as possible to its purpose.

Article 3 — The Services

1. We perform the Services with care, as a good fulfilment company would. Our obligation is one of best efforts, unless we have promised a specific result In Writing.
2. Orders received on a Working Day before 12:00 that our own couriers deliver within our delivery area are as a rule delivered the same day. Orders for a Parcel Carrier received on a Working Day before 19:00 are as a rule handed over to that carrier the same Working Day. Other times may be agreed in the Fulfilment Agreement.
3. These times only apply if the Goods have been received into stock and the Order is complete and correct. In busy periods, such as around the holidays, we may announce in advance that other times apply.
4. We may engage assistants and self-employed couriers for the Services. We are responsible for their work as for our own, within the limits of these terms.

Article 4 — Delivery to the Warehouse and inbound handling

1. The Client announces each delivery no later than one Working Day in advance, In Writing or through our order processing system. For each item the Client states the description, the item number or EAN code and the quantity, and for each package the weight and dimensions.
2. The Client delivers the Goods properly packed and clearly labelled, with a packing slip. Pallets are stacked stably.
3. We receive announced Goods into stock within two Working Days after arrival. On arrival we count the number of cartons and pallets; at inbound handling we count per item. We send the inbound report to the Client.
4. We record discrepancies and visible damage, with photographs where necessary, and report them to the Client. The Client submits any objection to the inbound report In Writing within five Working Days after receipt; after that the report is deemed correct.
5. We may refuse Goods that have not been announced or have not been delivered properly. We may also accept and handle them at the hourly rate for additional work.
6. A signature for receipt on a consignment note or delivery note only confirms the number of cartons or pallets received, not their contents.

Article 5 — Excluded goods

1. We do not store or handle the following goods:
   • dangerous goods within the meaning of the ADR, except consumer products in limited quantities that we have approved In Writing in advance, such as devices with a built-in lithium battery;
   • goods that must remain chilled or frozen, and perishable goods;
   • live animals; plants and flower bulbs only with our prior approval In Writing;
   • medicines that require a licence, weapons, ammunition, fireworks, drugs and other goods whose possession or trade is prohibited;
   • counterfeit, stolen or otherwise unlawfully obtained goods;
   • money, securities, precious metals and precious stones, and jewellery with a value of more than € 500 per item;
   • other goods with a value of more than € 2,500 per item, unless we have accepted them In Writing in advance.
2. If the Client nevertheless delivers such goods, we may refuse them or return them or have them disposed of in accordance with the law at the Client’s expense. The Client is liable for all damage and costs arising from this.

Article 6 — Storage

1. We keep the Goods in a dry and locked Warehouse and handle them as a good custodian would.
2. The Warehouse is not climate-controlled. We only store goods that are sensitive to temperature or humidity if agreed In Writing, and then at the Client’s risk.
3. We determine the storage location within the Warehouse and may move Goods. If we move Goods to another location, we notify the Client in advance.
4. We only monitor best-before dates and batch numbers if agreed in the Fulfilment Agreement.
5. The Client may visit the Warehouse by appointment, accompanied and in accordance with our house rules.

Article 7 — Orders and shipping

1. Orders reach us through the connection with our order processing system, or by email or CSV file if agreed. The Client is responsible for the accuracy and completeness of each Order, such as name, address and shipping method.
2. An Order can be changed or cancelled as long as we have not started picking. After that we charge the costs already incurred.
3. We pack Orders in a way that suits the Goods and the shipping method, unless the Client supplies its own packaging material or prescribes other packaging.
4. Parcel Carriers. If an Order is shipped with a Parcel Carrier, we conclude the contract of carriage with that carrier for the account of the Client. The terms and liability rules of that carrier apply to the carriage. If a shipment is lost or damaged, we file the claim with the carrier and pass on to the Client whatever the carrier pays. On request we assign our rights against the carrier to the Client. We are otherwise not liable for carriage by a Parcel Carrier.
5. Own couriers. If our own couriers deliver an Order, our General Terms and Conditions and the statutory rules on carrier liability apply.
6. An Order has been dispatched as soon as we have handed the shipment over to the Parcel Carrier, or as soon as our courier has recorded the delivery.

Article 8 — Returns

1. We receive returns at the Warehouse. The Client ensures that End Customers send returns to the correct address, with a recognisable order number.
2. We check each return within three Working Days after receipt. We put saleable items back into stock. We set aside damaged, used or incomplete items and report them to the Client with a photograph; the Client decides what happens to them. Disposal or return shipment is at the Client’s expense.
3. As the seller, the Client remains responsible towards the End Customer, including for the right of withdrawal, refunds and warranty.

Article 9 — Stock and stocktaking

1. We keep stock records per item. The Client can request an up-to-date stock report at any time. We include a stock report with each monthly invoice.
2. Once per calendar year we count the entire stock free of charge. Additional counts at the Client’s request are charged at the hourly rate for additional work.
3. We determine stock differences per calendar year and at the end of the Fulfilment Agreement, based on the count. Shortages and surpluses are offset against each other at the purchase price of the items.
4. If, after offsetting, a shortage remains that exceeds 0.5% of the number of items dispatched in that period, we compensate the part above that 0.5% at the demonstrable purchase price excluding VAT. The maximum per calendar year in article 12(1) applies; the maximum per kilogram does not apply here.
5. The Client submits any objection to the result of a count In Writing within 30 days after receipt. After that the count is deemed correct.

Article 10 — Obligations of the Client

1. The Client provides us in good time with accurate and complete information about the Goods, including special characteristics, fragility and value.
2. The Client warrants that the Goods and their sale comply with the law, including the rules on product safety, labelling, CE marking and intellectual property.
3. If the Client places Goods from outside the European Union on the market, it ensures that there is a manufacturer, importer or authorised representative in the European Union as referred to in Article 4 of Regulation (EU) 2019/1020. If a supervisory authority holds us responsible because there is none, the Client indemnifies us against the consequences.
4. The Client is itself responsible for the sale to the End Customer, the information provided to the End Customer, payment and the handling of complaints and warranty.
5. The Client indemnifies us against claims by third parties, including End Customers and authorities, relating to the Goods or their sale, except to the extent the damage results from a failure on our part.
6. The costs of product recalls and of destroying or disposing of Goods by order of an authority or at the Client’s request are borne by the Client.

Article 11 — Rates, invoicing and payment

1. All rates are in euros and exclude VAT, in accordance with the Price List. Work not included in the Price List is charged, after consultation, at the hourly rate for additional work.
2. Storage is charged per calendar month, based on the highest number of shelf bins and pallet spaces in use in that month. A month that has started counts as a full month.
3. Parcel Carrier shipping costs are charged per shipment. Surcharges the carrier charges us, for example for oversize, extra weight, address correction or fuel, are passed on.
4. We invoice monthly in arrears. The payment term is 14 days from the invoice date. The Client may not set off amounts or suspend payment.
5. If the Client does not pay on time, it is in default without notice of default and owes the statutory commercial interest (Article 6:119a of the Dutch Civil Code). Extrajudicial collection costs are charged in accordance with the statutory scale. If an invoice remains unpaid 14 days after a written reminder, we may suspend the Services, including the shipping of Orders, until everything has been paid.
6. We may adjust the rates once a year on 1 January in line with the consumer price index (CPI) of Statistics Netherlands (CBS) for the previous year. We announce any other increase at least 30 days in advance; the Client may then terminate the Fulfilment Agreement with effect from the date the increase takes effect. We may pass on rate increases by Parcel Carriers immediately after prior notice.

Article 12 — Liability

1. Storage and handling. We are liable for loss of and damage to Goods during the period they are in our custody, insofar as this is attributable to us. We compensate the demonstrable purchase price excluding VAT of the lost or damaged Goods, up to a maximum of € 3.40 per kilogram gross weight, € 10,000 per event or series of related events and € 25,000 per calendar year.
2. Order errors. If through our fault we ship the wrong item, the wrong quantity or to the wrong address, we correct this at our expense: we have the shipment returned and ship the correct Order. This settles our liability for that error, unless an item is lost in the process; paragraph 1 then applies.
3. Carriage. Article 7(4) and 7(5) apply to carriage.
4. We are not liable for indirect damage, such as consequential loss, loss of profit, lost revenue, reputational damage, damage due to business interruption, and fines or sanctions imposed by sales platforms and marketplaces, for example for late shipment.
5. We are not liable for damage caused by incorrect or incomplete information from the Client, by the nature or defects of the Goods or their packaging (such as spoilage, shrinkage, discolouration and damage due to temperature or humidity), or by force majeure.
6. The limitations in this article do not apply in the event of intent or deliberate recklessness on our part or on the part of our management.
7. The Client reports damage In Writing within 7 days after discovering it or after it could reasonably have been discovered, with photographs and details. Any claim against us lapses if legal proceedings are not instituted within one year after it arose.
8. Higher liability may be agreed In Writing in return for a surcharge.

Article 13 — Insurance

1. We do not insure the Goods. Damage to or loss of Goods due to fire, explosion, storm, water, burglary, theft or vandalism that is not attributable to us is for the Client’s account.
2. The Client insures its own stock, including for the time it is in our Warehouse. Where possible, the Client has its insurer waive recourse against us.

Article 14 — Ownership, right of retention and pledge

1. The Goods remain the property of the Client. The Client declares that it is authorised to place the Goods in our custody and to pledge them to us.
2. As long as the Client has not paid a claim that is due, we may retain the Goods (right of retention, Article 3:290 of the Dutch Civil Code). This also applies to claims arising from earlier Orders and Services.
3. As security for everything the Client owes or will owe us under the Fulfilment Agreement, the Client pledges to us the Goods in our possession. We accept this pledge.
4. If the Client has been in default for more than 30 days and does not pay within 14 days after a written demand, we may sell the Goods in accordance with the law (Article 3:248 et seq. of the Dutch Civil Code) and set off the proceeds against what we are owed.

Article 15 — Force majeure

1. Force majeure means circumstances beyond our control, such as extreme weather, fire, flooding, epidemics, government measures, strikes, disruptions at Parcel Carriers, failures of energy, internet or third-party systems (including webshop platforms), and road closures.
2. During force majeure our obligations are suspended. If force majeure lasts longer than 30 days, either party may terminate the Fulfilment Agreement In Writing, without any compensation being due.

Article 16 — Term and termination

1. The Fulfilment Agreement is entered into for an indefinite period from the start date. Either party may terminate it In Writing with effect from the end of a calendar month, with a notice period of one calendar month.
2. Either party may terminate the Fulfilment Agreement In Writing with immediate effect if the other party is declared bankrupt, applies for or is granted a suspension of payments, ceases its business, or fails to perform a material obligation after a written notice of default with a reasonable period.
3. After termination the Client collects its Goods within 14 days, or instructs us within that period to ship them. Storage and handling continue to be charged according to the Price List until the Goods are released. We release the Goods after all outstanding invoices have been paid.
4. If the Client does not collect the Goods and gives no instruction, not even within 14 days after a written demand, we may ship the Goods to its last known address at its expense. If the Client refuses that shipment or shipping is not possible, we may have the Goods sold at the Client’s expense or, if they have no value, destroyed, with due observance of Article 6:90 of the Dutch Civil Code.
5. Provisions that by their nature continue to apply after termination, such as those on liability, right of retention and pledge, payment and confidentiality, remain in force.

Article 17 — Confidentiality

1. Both parties keep the other party’s confidential information secret, such as rates, sales figures, customer data and product information. This applies during and after the Fulfilment Agreement, unless the law requires disclosure.
2. We only mention the Client’s name as a reference with the Client’s written consent.

Article 18 — Personal data

1. In performing the Services we process personal data of End Customers on behalf of the Client. The Client is the controller for this processing; we are the processor.
2. The arrangements on this are set out in the Data Processing Agreement in Annex A, which forms part of every Fulfilment Agreement.

Article 19 — Changes to these terms

1. We may change these terms. We notify the Client of a change In Writing at least 30 days before it takes effect.
2. If the Client does not agree, it may terminate the Fulfilment Agreement with effect from the date the change takes effect.

Article 20 — Governing law and disputes

1. The Fulfilment Agreement and these terms are governed by Dutch law.
2. The parties will first try to resolve a dispute together. If that fails, the District Court of North Holland (Rechtbank Noord-Holland), Haarlem location, has exclusive jurisdiction.

Annex A — Data Processing Agreement

This annex is the data processing agreement within the meaning of Article 28(3) of the General Data Protection Regulation (GDPR) between the Client as controller and Hart voor Transport as processor.

1. Subject and purpose. We process personal data of End Customers in order to process, ship and deliver Orders, handle returns and answer questions about shipments. We do not process the data for any other purpose.
2. Data subjects and data. The data subjects are End Customers and contact persons at delivery addresses. We process: name, company name, delivery address, postcode, town, country, telephone number, email address, order number, order contents, shipping details and track & trace, and for deliveries by our couriers also the recipient’s name, signature, a photograph of the delivery and the time. We do not process special categories of personal data; the Client does not send them to us.
3. Instructions. We only process the data on the Client’s written instructions. The Fulfilment Agreement and the Orders count as instructions. If the law requires us to act otherwise, we inform the Client in advance, unless the law prohibits this. If we believe an instruction infringes the GDPR, we inform the Client immediately.
4. Confidentiality. Everyone at our company with access to the data, including employees and couriers, is bound by confidentiality. Couriers only see the data of the shipments they deliver themselves.
5. Security. We take appropriate technical and organisational measures as referred to in Article 32 GDPR, including encrypted connections, personal accounts with only the access a person needs, storage with hosting providers that have servers in the European Union where possible, regular back-ups, logging of changes and a locked Warehouse.
6. Sub-processors. The Client gives general authorisation to engage sub-processors. At present these are:
   • Supabase Inc.: our platform database, servers in the European Union; any transfer to the United States is governed by the European Commission’s standard contractual clauses;
   • Railway Corporation: hosting of our platform and order processing system, United States; transfer based on the standard contractual clauses;
   • Cloudinary: storage of delivery photographs and signatures, United States; certified under the EU-US Data Privacy Framework;
   • Mapbox, Inc.: converting addresses into coordinates and route planning, United States; certified under the EU-US Data Privacy Framework;
   • Hostinger International Ltd.: email, data centres in the European Union;
   • Backblaze, Inc.: archive of consignment notes, data centre in the European Union;
   • self-employed couriers delivering shipments on our behalf.
   We notify the Client of a new or replacement sub-processor at least 30 days in advance. The Client may object on reasonable grounds within that period; if we cannot find a solution together, the Client may terminate the Fulfilment Agreement with effect from the date of the change. We impose the same obligations on sub-processors as set out in this annex.
7. Parcel Carriers. PostNL, DHL and other Parcel Carriers receive name, address and contact details in order to deliver shipments. They process these as independent controllers under their own privacy policies.
8. Transfers outside the EEA. We only transfer personal data to countries outside the European Economic Area if appropriate safeguards apply, such as an adequacy decision (including the EU-US Data Privacy Framework) or the European Commission’s standard contractual clauses.
9. Data subject rights. Within reasonable limits we help the Client with requests from data subjects, such as for access or erasure. If such a request reaches us, we forward it to the Client.
10. Personal data breaches. We notify the Client of a personal data breach without undue delay, and no later than 36 hours after discovering it, with the information available to us at that time. We take immediate measures to limit the consequences. The Client decides on notification to the Dutch Data Protection Authority and to data subjects.
11. Assistance. On request we assist the Client with a data protection impact assessment and a prior consultation, at reasonable cost.
12. Information and audit. We provide the Client with all information necessary to demonstrate compliance with this annex. The Client may have an audit carried out at most once a year by an independent expert bound by confidentiality, with 14 days’ notice and at its own expense. If the audit shows that we materially fail to comply with this annex, we bear the cost of the audit.
13. Term and end. This annex applies for as long as we process personal data for the Client. After the end of the Fulfilment Agreement we delete the data within 30 days or return it on request. Data we are required by law to retain, such as invoices and consignment notes (7 years), are retained for that purpose only.
14. Liability. Article 82 GDPR governs liability. Article 12 of these Fulfilment Terms also applies, insofar as the law permits.

Contact details

Hart voor Transport (Zipload B.V.)
Jan van Krimpenweg 73, 2031 CH Haarlem, the Netherlands
Warehouse: Voltstraat 2, 2181 HA Hillegom
Email: planning@hartvoortransport.com
Phone: +31 6 1508 1713
Chamber of Commerce: 42078890
VAT: NL869609075B01