Polar Star Fish Co. ApS
CVR No. DK42293407
Udsigten 2, 9310 Vodskov, Denmark
Email: contact

These General Terms and Conditions of Sale and Delivery (“Terms”) apply to all sales and deliveries of frozen seafood and processed seafood products (“Products”) by Polar Star Fish Co. ApS (“Seller”) to business customers (“Buyer”), unless otherwise agreed in writing.

These Terms apply to B2B transactions only.

1. Quotations and Formation of Agreement

No quotation from the Seller shall be deemed legally binding. All quotations are subject to the products being unsold, meaning that the Seller does not guarantee that the products referenced in a quotation will be available for shipment when the Buyer places an order. An agreement is only binding upon the Seller when the Seller has issued a written order confirmation. Buyer’s standard terms and conditions shall not apply unless expressly accepted in writing by the Seller.

2. Products and Origin

The Seller reserves the right to select batch, origin and supplier of the Products unless specifically agreed otherwise. Unless otherwise agreed, the Seller may substitute origin or production batch provided the products remain commercially equivalent.

3. Delivery and Incoterms

Delivery shall take place in accordance with the Incoterms® 2020 rule stated in the order confirmation. If no Incoterm is specified, delivery shall be EXW (Ex Works). Delivery dates are indicative only. Time shall not be of the essence. Delay in one shipment shall not entitle the Buyer to terminate the entire Agreement or other confirmed orders. The Seller is entitled to make partial deliveries. Each delivery shall be considered a separate
and independent performance. The Seller reserves a quantity tolerance of +/- 10% of the agreed quantity. Delivery within this margin shall constitute full performance.

4. Risk and Cold Chain Responsibility

Risk passes to the Buyer in accordance with the agreed Incoterm.The Seller shall not be liable for temperature deviations, damage or deterioration occurring
after risk has passed. The Buyer is solely responsible for proper storage, handling, customs clearance, import compliance and further processing of the Products after risk transfer.

5. Inspection and Complaints

The Buyer must inspect the Products immediately upon delivery. Visible defects must be notified in writing without delay.Hidden defects in frozen Products must be notified in writing within 10 days from delivery.

Any claim must be supported by:
• Temperature log documentation
• Independent survey report
• Relevant inspection documentation

Failure to comply with these requirements shall result in loss of claim rights. Products may not be returned without prior written approval. As a general rule, returns are not accepted.

6. Private Label and Intellectual Property

Where Products are supplied under Buyer’s private label, including packaging, design, trademarks or branding provided by the Buyer:
The Buyer warrants that it holds all necessary intellectual property rights.
The Buyer assumes full legal responsibility for compliance with applicable law.
The Buyer shall indemnify and hold the Seller harmless from any third-party claims relating to trademarks, design, labelling or intellectual property rights.

7. Prices and Payment

Prices are those stated in the order confirmation and are exclusive of VAT, duties and other taxes. Payment terms are as agreed in the order confirmation or invoice. The Seller may require advance payment or financial security. Late payment shall accrue interest at 2% per commenced month from the invoice date.
The Buyer may not withhold payment or set oƯ claims unless accepted in writing by the Seller. The Seller may suspend deliveries in case of overdue payment.

8. Insurance

Unless otherwise agreed in writing, the Buyer is responsible for insurance of the Products in transit and after delivery in accordance with the agreed Incoterm.

9. Retention of Title

Title to the Products shall remain with the Seller until full payment has been received. Country-specific retention of title provisions may apply for the United Kingdom and Germany where required by local law. Retention of title does not aƯect transfer of risk.

10. Limitation of Liability

The Seller shall not be liable for indirect, incidental or consequential losses, including but not
limited to:

• Loss of profit
• Loss of revenue
• Recall costs
• Loss of contracts
• Business interruption

The Seller’s total liability under any Agreement shall in no event exceed the invoiced amount paid for the Products in question. Nothing in these Terms shall limit liability where such limitation is not permitted under mandatory law.

11. Product Liability

The Seller shall only be liable for product liability in accordance with mandatory Danish law. The Seller shall not be liable for damage to property, products manufactured by the Buyer, or products into which the Products are incorporated. The Buyer shall indemnify the Seller against third-party claims to the extent liability exceeds the limitations set out in these Terms.

12. Recall

In the event of a product recall initiated by the Seller or a competent authority, the Buyer shall fully cooperate and follow the Seller’s instructions.
The Seller shall control all recall procedures and external communications unless otherwise required by law.

13. Force Majeure

The Seller shall not be liable for failure or delay caused by circumstances beyond its reasonable control, including but not limited to:
Natural disasters, fishing bans, quota restrictions, export restrictions, port closures, strikes, transport disruption, sanctions, war, pandemics or governmental actions. If such circumstances continue for more than 3 months, either party may terminate the affected order without liability.

14. Confidentiality

The Buyer shall keep strictly confidential all written and oral information of any kind relating to the business relationship with Polar Star Fish Co. The Buyer shall use such information solely for the purpose of performing its obligations and shall not disclose such information to any third party without prior written consent.

15. Amendments

The Seller reserves the right to amend these Terms with 30 days’ written notice. The latest version will be available upon request or on the Seller’s website.

16. Governing Law and Jurisdiction

These Terms and any Agreement shall be governed by the laws of Denmark.The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall
not apply. Any dispute arising out of or in connection with these Terms or any Agreement shall be submitted to the Danish courts, with venue at the Court of Aalborg, Denmark.

RETENTION OF TITLE – UNITED KINGDOM

Title to the Products shall remain with Polar Star Fish Co. ApS (“Seller”) until full and final payment of all amounts due under the relevant contract has been received in cleared funds.
Until title passes:

1. The Buyer shall store the Products separately from other goods and clearly identify them as the Seller’s property.

2. The Buyer may resell the Products in the ordinary course of business, but solely as fiduciary agent of the Seller.

3. If the Buyer resells the Products before full payment, the Buyer hereby assigns to the Seller all receivables arising from such resale.

4. The Seller shall be entitled to enter the Buyer’s premises to repossess the Products if payment is overdue. Risk shall pass in accordance with the agreed Incoterms® 2020 and shall not be aƯected by retention of title.

RETENTION OF TITLE – GERMANY

(Eigentumsvorbehalt – Erweiterter und verlängerter Eigentumsvorbehalt) The Products shall remain the property of Polar Star Fish Co. ApS (“Seller”) until all present and future claims arising from the business relationship have been fully satisfied (extended
retention of title). If the Buyer processes or transforms the Products, such processing shall be carried out on behalf of the Seller without creating obligations for the Seller. The Seller shall acquire coownership in proportion to the value of the Products supplied. If the Products are resold before full payment, the Buyer hereby assigns to the Seller all claims arising from such resale (extended retention of title). The Seller accepts this assignment. The Buyer shall store the Products separately and mark them as the Seller’s property where reasonably possible. The Buyer shall not pledge or assign the Products as security without prior written consent. Risk passes in accordance with the agreed Incoterms® 2020 and is unaffected by retention of title.

Last updated May 13, 2026

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