Conditions de Livraison

TERMS OF DELIVERY

September 2020 version

I GENERAL

1. These General Conditions apply to all offers made by a wholesaler (hereinafter referred to as the "seller") and to all contracts concluded between the seller and a customer (hereinafter referred to as "the buyer"), as well as their setting. implemented. The conditions of the buyer are expressly excluded, unless otherwise agreed in writing.

2. Any provision deviating from these General Conditions must be agreed in writing between the parties. It takes precedence over the provisions of these General Conditions.

II OFFERS / CONTRACT

1. Offers are non-binding, unless they include a deadline. If an offer includes a non-binding offer and is accepted by the buyer, the seller has the right to withdraw his offer within two working days of receipt of the acceptance.

2. Data posted by Seller about the product offered, including, but not limited to, illustrations, product specifications and other similar statements, on the website or in any way, are for reference only. They do not bind the seller and the buyer cannot derive any rights from them, unless the seller has expressly indicated in writing that the products in question are identical to the data published.

3. The contract takes effect upon express acceptance of the order by the seller, in accordance with the terms and conditions in use in the sector.

4. Offers are only valid once and do not extend to additional orders.

III PRICE

1. The prices are understood to be ex - works by the seller.

2. Unless otherwise agreed, VAT, import duties, other taxes and duties, costs of quality control and / or phytosanitary research, loading and unloading costs, packaging, transport, insurance and all other similar costs are not included in the prices. All factors leading to an increase in the cost price which are paid primarily by the seller and / or which the seller has to charge to the buyer due to legal regulations are charged by the seller to the buyer. Transport insurance is only taken out on special request and at the expense of the purchaser.

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

IV DELIVERY AND DELIVERY TIME

1. The delivery times indicated by the seller are only indicative and if exceeded, they do not confer on the buyer any right of termination or compensation, except with the express agreement of the parties.

2. If the seller cannot (even partially) meet his commitments, he will communicate this to the buyer as soon as possible. If he is unable to deliver the full quantity ordered, he has the right to make a partial delivery or to suspend the execution of the contract and / or to deliver, in consultation with the buyer, other similar or similar products.

3. Unless expressly agreed otherwise, the place of delivery is the storage or processing location of the seller or another location indicated by the seller. The risk passes to the buyer at the time of delivery or, in the case of transport, when the products are handed over to the carrier or, as regards transport, when the products leave the place of delivery, regardless due to the fact that the transport takes place from the delivery site or that the transport costs are paid by the buyer or by the seller.

4. Free delivery is only made when the seller has mentioned it on the invoice or on the order confirmation.

5. The seller reserves the right not to place an order if the buyer has not paid an earlier delivery within the agreed payment period, if the buyer has not otherwise fulfilled his obligations towards the buyer or, if in the opinion of the seller, compliance with obligations is threatened.

6. If the buyer has not collected the products ordered at the agreed time and place, he is in default and the risk of a possible loss of quality is his responsibility. The products ordered will remain at its disposal and will be stored at its account and at its risk.

7. However, if after the expiration of a limited shelf life, which may be considered reasonable considering the type of product, the buyer has not removed the products, and the risk of loss of quality or deterioration of the products, the seller's opinion, requires taking measures to limit damage as much as possible, the seller has the right to sell the products concerned to third parties.

8. Failure by the buyer to comply does not relieve him of his obligation to pay the full purchase price.

9. The seller is not responsible for damages resulting from non-delivery.

V FORCE MAJEURE

1. In the event of force majeure, the seller may terminate (even partially) the contract or suspend delivery for the duration of the force majeure.

2. By force majeure is understood in any case, but not exclusively, circumstances such as internal disturbances in the country, war, strikes, natural disasters, epidemics, pandemics, terrorism, atmospheric conditions, problems of traffic such as roadblocks and road works or traffic jams, fire, government measures or any other similar event, even if they only concern third parties involved in the performance of the contract, such as a vendor's supplier or a carrier.

3. As an example of force majeure also explicitly applies the situation in which the seller's (main) bank applies or intends to apply provisions which may have the consequence of terminating or threatening to terminate the relationship of the seller with this bank if the contract between the seller and the buyer is maintained, all at the discretion of the seller.

VI CONDITIONNEMENT

1. The packaging is done according to the practice in the wholesale trade of plants and flowers, and is determined by the seller as a good dealer, unless expressly agreed between the parties to the contrary.

2. Disposable packaging is charged and is not taken back.

3. If products packaged in reusable packaging (cardboard boxes) and / or other durable material (stacking trolleys, containers, pallets, etc.) are delivered, the buyer must return them to the seller within one week. after delivery of identical packaging material with the same recording system (such as chip or label), even if a user fee has been invoiced for this, unless otherwise agreed in writing.

4. If the products are not returned on time or if, in the event of a longer loan period granted to the buyer for packaging material and / or durable transport material (s), they are not returned within within a reasonable period of time determined by the seller, the seller reserves the right to a) charge the costs to the buyer as well as b) to be reimbursed for any other related damages, such as rental costs.

5. Insofar as the seller pays in the first place the costs of the return, these are invoiced separately to the buyer, unless otherwise agreed in writing. If a deposit has been taken into account, it will be deducted after receipt of the material concerned in good condition.

6. In the event of damage or loss of the durable and / or reusable packaging, the buyer is obliged to reimburse the costs of repair or replacement to the seller, as well as any other related damages suffered by the seller, such as additional rental costs.

7. In the event of a dispute between the seller and the buyer over the remaining quantities of transport equipment, the seller's administration shall prevail.

VII CLAIMS

1. Notifications of complaints for visible defects, including quantity, dimensions and weight, must be communicated to the seller as soon as they are discovered, or, in any case within 24 hours from the receipt of the products by the seller. All telephone communication must be confirmed in writing within two days of receipt of the products by the purchaser. Visible defects must also be mentioned directly on the consignment notes at the time of delivery.

2. Complaints concerning defects not visible on delivered products must be communicated to the seller directly after their discovery, and if said communication is not made in writing, it must be confirmed in writing within 24 hours.

3. As a minimum, complaints must include: a. a detailed and accurate description of the defect, with supporting evidence, such as photos or an expert report; b. the indication of any facts allowing to deduce that the delivered products are identical to those declared unfit by the purchaser.

4. The seller must always have the possibility to (have) verified on the spot the accuracy of the complaints concerned and / or to recover the delivered products, unless the seller has indicated in writing that he waives an on-site verification. The products must be kept at its disposal in their original packaging.

5. Complaints concerning only part of the products delivered cannot give rise to the rejection of the entire delivery.

6. Once the deadlines mentioned in paragraphs 1 and 2 of this article have elapsed, the buyer is considered to have approved the delivery and the invoice. From that moment, complaints will no longer be accepted by the seller.

7. If a complaint submitted by the buyer is not justified, the buyer must reimburse the seller for the costs incurred during the examination.

VIII RESPONSIBILITY

1. The seller is not liable for any damage suffered by the buyer, except and to the extent that the buyer can prove that there is fraud or serious misconduct on the part of the seller.

2. Failures to comply with any phytosanitary and / or other requirements which are in force in the importing country do not give the buyer the right to demand compensation or to withdraw from the contract, unless the buyer does not has informed the seller in writing of these requirements, before the conclusion of the contract.

3. The seller is in no way responsible for business damages, damage due to delay, missed profits and other consequential damages suffered by the buyer. If, however, the seller is required to compensate the buyer, his liability is expressly limited to the amount excluding VAT of the invoice relating to the part of the delivery constituting the damage.

4. Unless expressly stated to the contrary, the delivered products are used only for decorative purposes and are not edible. The seller warns that the products may, in the event of improper use, consumption, contact and / or hypersensitivity, have harmful consequences for humans and / or animals. In addition, some products may, by losing a few drops, cause damage to the material that has come into contact with the liquid from the drops. The buyer has the obligation to convey this warning to his buyers and exempts the seller from any claims by third parties, including end users, regarding such consequences.

IX PAYMENT

1. Payment must be made at the vendor's office and at the vendor's option: a. net cash on delivery or b. by a payment or transfer to a bank account indicated by the seller within a period that he has indicated, or in the absence of such a period, within 30 days from the date of the invoice or c. by direct debit. Any bank charges are billed to the buyer.

2. The buyer is not entitled to withhold payment of the purchase price or to deduct any amount from the purchase price without the express prior written permission of the seller.

3. The buyer is in default simply because of the expiry of the payment period. In this case, the seller has the right to terminate the contract with immediate effect, by simple written communication to the buyer (express termination clause). The seller does not owe the buyer any compensation for the possible effects of this termination for the buyer.

4. The seller has the right, if the buyer is in default, to charge 1.5% interest on a monthly basis or the legal interest, if this is higher, from the date of 'due date of the invoice until the day of full payment. In the event of default by the buyer, the seller is further entitled to charge for the loss incurred on the exchange rate.

5. The buyer located in another EU member state than the Netherlands will indicate in writing their correct intra-community VAT number. The buyer will send to the seller, on the latter's first request, all data and documents that the seller needs to prove that the products have been delivered in a Member State other than the Netherlands. The buyer exempts the seller from all claims and from all adverse consequences arising from non-compliance, in whole or in part, with these provisions.

6. If the intervention of third parties is necessary to obtain payment, the resulting judicial and / or extrajudicial costs - with a minimum of 15% of the amount due - are directly payable and are attributable to the buyer.

X RETENTION OF OWNERSHIP

1. All delivered products remain the property of the seller until the buyer has paid in full all debts owed by the seller to the buyer or all claims that the seller will obtain as a result of products he has delivered. , in particular claims relating to non-compliance with obligations by the buyer.

2. As long as the transfer of ownership has not taken place, the buyer cannot pledge or otherwise provide security for the delivered products. In the event that third parties seize or wish to seize or otherwise appropriate these products, the buyer must notify the seller immediately.

3. When the seller exercises his rights under this retention of title, the buyer will cooperate fully, at his expense and upon first request. The buyer is responsible for all costs that the seller has to bear in connection with this retention of title and the actions relating thereto, as well as for all direct and indirect damages that the seller suffers.

4. If for products that are intended for export, concerning the retention of title, it is the legal consequences for the goods, in force in the country of destination, which will be applicable from the time of arrival of the products. In addition, where possible under the law concerned, in addition to points 1 to 3, the following is applicable:

a) In the event of non-performance by the buyer, the seller has the right to immediately seize the delivered products and the packaging and transport equipment delivered with them, and he can dispose of them as he sees fit. If required by law, this implies termination of the related contract.

b) The buyer has the right to sell the products in the normal course of his business. He now assigns all claims he will obtain by said sale to third parties. The seller accepts this assignment and reserves the right to collect the debt himself as soon as the buyer does not properly fulfill his payment obligations and, to the extent that this is necessary, if he is in default. .

c) The buyer has the right to transform the products in the normal course of his business, possibly with products not from the seller. The seller will obtain (co-) ownership of the new good in the proportion in which its products are part of the result obtained.

d) If the law prescribes that the seller must waive a part of the collateral stipulated in cases where these exceed the value of the unpaid debts by a certain percentage, the seller will comply as soon as the buyer requests it and if it appears in the seller's accounts.

XI SPECIAL GUARANTEES GRANTED BY THE BUYER TO THE SELLER

(Inter) national sanctions

1. The buyer guarantees:

a) that it respects and will continue to respect each country's sanctions regulations that are relevant to the performance of the contract entered into (“Sanctions Law”),

b) that it will not sell, transfer, supply or make, directly or indirectly, any of the goods purchased at the disposal of (legal) persons, entities, groups or (governmental) organizations sanctioned under the Legislation on sanctions, and

c) that the obligations set out in points a) and b) of this article are also imposed on any party to whom he resells or delivers goods which he has obtained from the seller.

2. If the buyer does not fulfill, within the time limits or not duly his obligations under this article, the seller is entitled, without any further notice being necessary, to suspend the execution of the contract with immediate effect. or dissolve the contract. The seller is not bound to compensate the buyer for any resulting damage, while the buyer is fully responsible for any damage that may result for him from non-compliance with this article.

B (Inter) national anti-corruption legislation

1. The buyer guarantees:

a) that it will comply at all times with the anti-corruption regulations of each country applicable to the implementation of the contract concluded ("Anti-corruption legislation"),

b) that it will apply a strict prohibition on any offer and acceptance by its employees or members of its board of directors of goods or services having a monetary value such as gifts, travel, entertainment or the like, insofar as they are apparently intended to induce one to act in a certain way in connection with (the formation of) a contract;

c) that he will not offer, promise or give anything, directly or indirectly, to a political party, campaign, government agency, official or (employees of) public institutions, public enterprises, organizations, international institutions and others, with the aim of obtaining or maintaining an undue advantage in relation to the contract or the seller;

d) that he will not offer, promise, give or accept any business relationship in connection with (the performance of) the contract or the seller, unless there are reasonable grounds to do so. do so and that it is reasonable in the context of the day-to-day conduct of business and that it otherwise complies with local law;

e) that it will immediately inform the seller if it becomes aware of a situation in connection with (the execution of) the contract which could be contrary to the Legislation of the fight against corruption.

XII PROTECTION OF PERSONAL DATA

1. The seller has the right to make available to Floridata, a collaboration of wholesalers in the field of ornamental horticulture, the identification data and data relating to the payment and payment behavior of the buyer.

2. The data described in paragraph 1 are processed by Floridata in a database with the aim of obtaining an overview of, on the one hand, the markets in which wholesalers sell their horticultural products and, on the other hand, the payment behavior of individual buyers.

3. Data concerning the sale of ornamental horticultural products are processed in merged figures which do not allow any personal data to be deduced. This data is published from time to time by Floridata directly or through third parties.

4. Data regarding the payment behavior of individual buyers is processed to estimate the debtor's risk. It may be possible to infer personal data from this data. Data concerning payment behavior are published by Floridata only on special request, insofar as the request comes from a wholesaler, adhering to Floridata, who aspires to limit his own debtor risk.

5. If the aforementioned activities of Floridata are to be performed by another party, the seller has the right to make the aforementioned data available to this other party who will be bound by the same restrictions as Floridata regarding such data.

XIII APPLICABLE LAW / CONFLICTS

1. Dutch law applies to all contracts and offers to which these General Terms and Conditions apply in whole or in part, and the provisions of the Vienna Convention are here expressly excluded.

2. Conflicts relating to or resulting from offers and / or contracts to which these general conditions apply can only be submitted by the buyer to the Dutch court having jurisdiction in the region where the seller is established. The seller has the right to choose to submit disputes to the competent court in the region where the buyer is established or to the Dutch court in the region where the seller is established.

3. Contrary to what is provided for in paragraph 2, the seller and the buyer can agree to submit a possible dispute to an arbitration commission ruling in accordance with the Arbitration Rules of the Nederlands Arbitrageinstituut (Dutch Arbitration Institute) and whose the decision will be accepted as binding by both parties.

XIV FINAL PROVISION

1. Dutch law also applies to cases not provided for in these General Conditions.

2. If any (part of) any provision of these General Conditions was invalid under Dutch law, to be contrary to any provision of public policy, the other provisions of these General Conditions shall not continue. no less to engage the parties. Instead of the invalid provision, it will be acted as if the parties, insofar as they were aware of the invalidity of the provision, had agreed to a provision corresponding to the intention of the invalid provision, or of a provision which comes closest to this intention.

September 2020