General Terms and Conditions

General Terms and Conditions

Drafted by the Vereniging van Groothandelaren in Bloemkwekerijproducten [Association of Wholesalers of Floriculture Products] (VGB)], filed with the Amsterdam Chamber of Commerce under number 40596609.

I. General

1. These General Terms and Conditions apply to all offers made by a wholesaler (hereinafter referred to as the “Seller”) as well as to contracts concluded between the Seller and a customer (hereinafter referred to as the “Buyer”), as well as to the performance thereof. The validity of the Buyer’s terms and conditions is expressly excluded, unless such validity has been agreed upon in writing.

2. Any deviating provisions must be expressly agreed upon in writing. To the extent that deviating provisions exist, they shall take precedence.

II. Offers/Contract

1. Offers are non-binding unless they specify avalidity period. If an offer contains a non-binding offer that is accepted by the buyer, the seller nevertheless has the right to revoke the offer within two business days of receiving the acceptance.

2. Information published by the seller regarding the product offered—including, but not limited to, images, product specifications, and similar promotional statements on the website or in any other form, are for informational purposes only. They are not binding on the seller, and the buyer cannot derive any rights from them unless the sellerhas stated in writing that the products in question are identical to the published information.

3. A contract is concluded at the moment the seller expressly accepts the order in a manner customary in the industry.

4. Quotes are valid for a single sale and do not apply to any subsequent orders.

III. Prices

1. Prices are quoted ex-seller’s premises.

2. Unless otherwise agreed, the price does not include value-added tax (“BTW,” [VAT]), import duties, other taxes and levies, costs of quality control and/or phytosanitary inspection, costs of loading and unloading, packaging, transportation, insurance, and other costs. The seller shall invoice the buyer for all factors increasing the cost price that are initially paid by the seller and/or that the selleris required to charge the buyer pursuant to a statutory provision. Transportation insurance is taken out exclusively upon a specific request by the buyer and at the buyer’s expense.

3. Prices are quoted in euros, unless another currency is specified on the invoice

IV. Delivery and Delivery Time

1. Stated delivery times are not considered fixed delivery dates and do not constitute a deadline. The buyer may not derive any rights from a possible &exceeding of the delivery time, in particular no right of withdrawal and/or claim for damages, unless the parties have agreed otherwise in writing.

2. If the seller is unable to fulfill its delivery obligation (in whole or in part), it shall notify the buyer as soon as possible. If the seller is unable to deliver the ordered quantity, the seller is entitled to deliver a smaller quantity or to suspend delivery and/or—after consultation with the buyer—to deliver other products of equivalent value or of a similar nature.

3. Unless another place of performance for the delivery of the subject matter of the contract has been agreed upon in writing, the Seller’s warehouse/processing facility—or another location designated by the Seller —shall be deemed the place of delivery. Risk passes to the buyer at the time of delivery or, if transportation is to take place, at the time the products are handed over to the carrier or leave the place of delivery for the purpose of transportation,, regardless of whether the transport originates from the delivery location and whether the buyer or the seller pays the transportation costs.

4. Delivery free of freight charges is provided only if and to the extent that this has been specified by the seller on the invoice or otherwise in writing.

5. The seller reserves the right not to fulfill orders if the buyerhas not paid for previous deliveries within the agreed payment period, the buyer has otherwise failed to fulfill obligations toward the seller, or— in the seller’s judgment—there is a risk of non-performance.

6. If the buyer has not accepted the ordered products at the agreed time and place, the risk of any loss of quality lies with the buyer. The ordered products are available to the buyer and are stored at the buyer’s expense and risk.

7. If, after the expiration of a reasonable storage period—which may be deemed reasonable given the nature of the products—the buyer has not taken delivery of the products and, as a result, there is a risk of (further) loss of quality and/or spoilage of the products—which, in the seller’s opinion, requires intervention to limit damages as much as possible—the seller has the right to sell the products to third parties.

8. If the buyer fails to accept the products, the buyer is nevertheless obligated to pay the full purchase price.

   The seller is not liable for damages incurred by the buyer as a result of non-delivery.

V. Force Majeure

1. In the event of force majeure, the seller may withdraw from the contract in whole or in part or suspend delivery for the duration of the force majeure event.

2. Force majeure includes, but is not limited to, circumstances such as civil unrest, war, strikes, natural disasters, epidemics, terrorism, weather conditions, traffic conditions such as road closures, roadwork, or traffic jams, fires, official measuresor similar events, even if this circumstance of force majeure affects only third parties involved in the performance of the contract—such as a supplier of the seller or a carrier.

VI. Packaging

1. Packaging is carried out in a manner customary in the wholesale flower and plantand is carried out by the seller in accordance with commercial practice, unless the parties have agreed otherwise in writing.

2. Disposable packaging may be billed and will not be accepted for return.

3. If the products are delivered in reusable packaging (cardboard boxes) and/or on durable transport materials (stacking carts, containers, pallets, etc.), the buyer must return to the sellerwithin one week of delivery, return identical packaging material with the same registration (such as a chip or label) to the seller, even if a usage fee has been charged for it, unless it has been agreed otherwise in writing.

4. If the return is not made on time, or if, in the case of reusable packaging materials and/or shipping materials that have been made available to the buyer on loan for an extended period of time &, the return is not made within a reasonable period subsequently set by the seller, the seller reserves the right to a. charge the buyer for the related costs, as well as b. to claim from the buyer any further damages incurred by the seller in this connection, such as additional rental costs.

5. If the seller pays the return shipping costs initially, these will be billed to the buyer, unless otherwise agreed in writing. If a deposit is charged, it will be refunded once the materials in question have been returned in proper condition.

6. In the event of damage to or loss of reusable packaging materials and/or permanent packaging materials, the buyer is obligated to reimburse the seller for the repairor replacement costs, as well as any further damages incurred by the seller in this connection, such as additional rental costs.

7. In the event of a dispute between the seller and the buyer regarding outstanding quantities of shipping materials, the seller’s administrative records shall be conclusive.

VII. Complaints

1. Reports regarding visible defects—including quantity, dimensions, or weight—must be submitted to the seller immediately upon discovery or, in any case, within 24 hours of delivery. A report made by telephone must be confirmed in writing within two days of the buyer’s receipt of the products. Visible defects must also be reported by making a note on the shipping documents.

2. Complaints regarding non-visible defects in delivered products must be reported to the seller withoutas soon as possible after their discovery and, unless the notification is made in writing, must be confirmed in writing within 24 hours of the notification.

3. Notices of defects must include at least the following:
   a) aand precise description of the defect, supported by evidence such as photographs or an expert opinion;
   b) proof that the products subject to the complaint are from the seller’s delivery.

4. The seller must be given the opportunity to investigate (or have investigated) the validity of the complaints in question on site and/or to retrieve the delivered goods, unless the seller has stated in writing that that it waives the right to an on-site inspection. The products subject to complaint must be kept available in their original packaging.

5. Notifications of defects that relate only to a portion of the delivery do not in any way justify the rejection of the remainder of the delivery.

6. Upon expiration of the time limits specified in paragraphs 1 and 2 of this article, the products and the invoice shall be deemed to have been approved by the buyer. Thereafter, the seller will no longer accept complaints.

7. If a complaint submitted by the buyer is not justified, the buyer must reimburse the seller for the costs incurred in connection with the investigation.

VIII. Limitation of Liability

1. The seller shall not be liable for any damages incurred by the buyer, unless the buyer proves that the damage was caused by willful misconduct or gross negligenceon the part of the Seller.

2. The buyer may not derive any rights (such as the right to damages or rescission of the contract), unless the buyer has expressly notified the seller in writing of these requirements prior to the conclusion of the contract.

3. Under no circumstances shall the Seller be liable for business interruption, damages resulting from delay, loss of profits, or other consequential damages. If the seller is nevertheless required to compensate for damages, the seller’s liability is expressly limited to the invoice value, excluding VAT, of the defective products.

4. Unless expressly stated otherwise, the delivered products are intended exclusivelyintended solely for decorative purposes and are not suitable for internal use. The seller notes that if the products are used improperly, consumed, come into contact with, or cause hypersensitivity, they may result in harmful consequences for humans and/or animals. Furthermore, some products may cause water damage to materials if those materials come into contact with moisture from the product. The buyer is obligated to pass this warning on to its customers and shall indemnify the seller against all claims by third parties, including end users, relating to these consequences.

IX. Payment

1. Payment must be made at the seller’s place of business and, at the seller’s discretion, in one of the following ways:
   a) net in cash upon delivery, or
   b) by deposit or wire transfer to a bank account specified by the seller within a period specified by the seller, or, in the absence of a specified period, within 30 days of the invoice date, or
   c) by direct debit authorization.
   Any bank fees will be charged.

2. The buyer is not entitled to suspend payment of the purchase price without the seller’s prior express written consent or to set off the purchase price against any other amount.

3. Failure to meet the payment deadline shall constitute default by the buyer without the need for a further reminder. In this case, the sellerSeller has the right to terminate the contract by means of a single notice. The Seller shall not be liable for any damages incurred by the Buyer in connection with such termination.

4. In the event of default by the buyer, the seller is entitled, starting from theinvoice due date until the date of full payment, on a monthly basis, at a rate of 1.5% or, if higher, the statutory interest rate. The seller is further entitled, in the event of default by the buyer, to charge for any exchange rate loss incurred as a result.

5. If the Buyer is based in another EU member state, the buyer shall provide the seller with its correct VAT identification number in writing. The buyer shall also provide the seller with all information and documentsthat the seller requires to prove that the products have been delivered to an EU member state other than the Netherlands. The buyer shall indemnify the seller against all claims that may arise from the foregoing, as well as against all negative consequences resulting from non-compliance or incomplete compliance with the foregoing.

6. The buyer shall bear any judicial and/or extrajudicial costs of legal action, with a minimum amount of 15% of the outstanding claim.

X. Retention of Title

1. All delivered products remain the property of the seller until the buyer has fully settled all claims that the seller has against the buyer in connection with the products delivered to the buyer, including claims related to the failure tothe Buyer’s obligations, have been or will be received, have been paid in full.
2. As long as title has not been transferred, the buyer may not pledge the delivered productsor otherwise pledge them as security. If third parties seek to attach these products or otherwise have them sold by way of execution, the Buyer must immediately notify the Seller thereof.
3. In the exercise of the Seller’s rights arising from the retention of title, the Buyer shall always cooperate in every respect upon first request and at its own expense. The Buyer is liable f&all costs that the seller incurs in connection with its retention of title and related actions, as well as for all direct and indirect damages suffered by the seller.
4. With regard to products intended for export, the provisions applicable in the country of destination regarding sales subject to retention of title shall apply from the time the products arrive in that country. In such cases, provided that the applicable law permits, the following shall apply in addition to the provisions in sections 1 through 3:
   a) In the event of the buyer’s failure to fulfill contractual obligations, the seller has the right to immediately take possession of the delivered products, as well as the accompanying packaging and shipping materials, and to dispose of them at his own discretion. To the extent required by law, this shall constitute termination of the relevant contract.
   b) The buyer has the right to sell the products in the ordinary course of its business. The buyer hereby assigns to the seller all claims it acquires against a third party as a result of such sale. The seller accepts this assignment and reserves the right to collect the claims itself as soon as the buyer fails to properly fulfill its payment obligationand, if necessary, is in default.
   c) The buyer has the right to process the products in the normal course ofcourse of business, either together with or separately from products not supplied by the Seller. To the extent that the Seller’s products constitute a part of the resulting item, the Sellerthe (co-)ownership of the new item, which the buyer hereby assigns to the seller in advance and which the seller accepts.
   d) If the law requires the seller to release a portion of the agreed-upon security upon request in cases where such security exceeds the value of the outstanding claims by a certain percentage, the sellercomply with the buyer’s express request, provided that this is evident from the seller’s accounting records.

XI. Data Protection

1. The Seller is entitled to provide Floridata, an association of wholesalers in the ornamental plant industry, with identification data and data regarding the Buyer’s payments and payment history.

2. The data referred to in paragraph 1 is processed by Floridata in a database to gain insight, on the one hand, into the markets in which the affiliated dealers sell their ornamental plant products, and, on the other hand, to gain insight into the payment behavior of individual buyers.

3. The data regarding the sales of ornamental plant products is processed into aggregated figures from which no personal data can be derived. Floridata publishes these figures regularlyitself and, where applicable, through third parties.

4. Data on the payment behavior of individual buyers is processed to assess credit risk. Personal data may be derived from this. Floridata discloses data on payment behavior exclusivelyupon a corresponding request, provided that such a request must originate from a wholesaler who is a participant in Floridata and that the request must relate to that wholesaler’s own credit risk.

5. If the above activities performed by Floridata are to be carried out by another organization at a later date, the seller has the right to make the said data available to that other party, which will be bound by the same restrictions regarding that data as Floridata

XII. Governing Law/Disputes

1. All contracts and offers to which these General Terms and Conditions apply, in whole or in part, are governed by Dutch law, and the provisions of the Vienna “CISG” &Convention on Contracts for the International Sale of Goods of April 11, 1980, are expressly excluded.

2. The exclusive jurisdiction for disputes concerning contracts or arising from contracts to which these terms and conditions apply lies with theDutch court with jurisdiction over the seller’s place of business. The seller is also entitled to bring an action before the court having jurisdiction over the buyer’s place of business or the court having jurisdiction over the seller’s place of business

3. Notwithstanding the provisions of paragraph 2, the seller and the buyer may agree to submit a dispute to an arbitration tribunal that acts in accordance with the rules of the Nederlands Arbitrage-instituut, and whose award shall be accepted as binding by both parties.

XIII. Final Provision

1. Matters not provided for in these General Terms and Conditions are also governed by Dutch law.

2. Should any provisions of these General Terms and Conditions or of the contracts concluded with reference to these General Terms and Conditions be invalid or subsequently lose their legal validity, this shall not affect the validity of the contract in &remain unaffected. The invalid provision shall be replaced by an appropriate provision that, to the extent legally possible, most closely approximates what the partiesor would have intended in accordance with the spirit and purpose of the contract, had they considered this point.

These General Terms and Conditions were drawn up in November 2014 and published on this website.

This document is a translation. In the event of a dispute, the text of the Dutch version of the Terms and Conditions shall be binding.