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General Terms and Conditions

Drawn up by the Association of Wholesalers in Floricultural Products (VGB) and filed with the Amsterdam Chamber of Commerce and Industry under no. 40596609.


I General

1. These General Terms and Conditions apply to all offers made by a wholesaler in flower and plant
nursery products (the ‘Seller’), to all agreements concluded between the Seller and a customer (the
‘Buyer’), and to the performance of those agreements.

2. Any varying provisions must be expressly agreed in writing and will be deemed to supplement these
General Terms and Conditions. To the extent that the varying conditions are not compatible with these
General Terms and Conditions, the varying provisions will have preference over the General terms.


II Offers / Agreement

1. All offers made shall not bind the Seller, unless they specify a time limit. If a non-binding offer is
accepted by the Buyer, the Seller may revoke the offer within two working days of receipt of the

2. An agreement will be concluded at the moment of express acceptance of the order by the Seller in a
manner that is customary in the sector.

3. Offers are once-only and will not apply to repeat orders.


III Prices

1. The prices are generally determined upon acceptance of the order.

2. The Prices are ex works (EXW) Seller’s.

3. The Prices do not include value added tax (VAT), import duties, other taxes and charges, costs of
quality inspection and/or phytosanitary testing, costs of loading and unloading, packaging, transport,
insurance and any other costs.

4. The prices are in euros, unless another currency is stated in the invoice.


IV Delivery and delivery time

1. Any delivery times quoted are an indication only and may in no event be regarded as being of the
essence, unless otherwise expressly agreed in writing. The Seller will not be liable for any loss incurred
by the Buyer as a result of delays beyond the delivery time quoted.

2. Should the Seller not be able to perform (part of) an order, he will inform the Buyer as soon as possible.
If the Seller is not able to deliver the ordered quantity, he may deliver a smaller quantity or postpone the
performance and/or, by mutual arrangement with the Buyer, deliver other products that are similar or of
the same value.

3. Unless otherwise expressly agreed in writing the Seller’s warehouse or processing area or any other
place indicated by the Seller will be regarded as the place of delivery.

4. Delivery will be free only if and to the extent as so agreed and stated by the Seller in the order

5. The Seller reserves the right not to perform orders if the Buyer has not paid for previous deliveries within
the agreed term of payment.

6. If the Buyer has not taken delivery of the products at the agreed time and place, the Buyer will be in
default and liable for any loss in quality suffered due to storage. The products ordered will be available
to the Buyer during storage and will be stored to the Buyer’s account and at the Buyer’s risk.

7. If, however, the Buyer has not taken delivery of the products after a limited storage period (that may be
considered reasonable in view of the product type) and if in the opinion of the Seller the risk of loss of
quality and/or decay of the products so demands in order to limit loss, the Seller will be entitled to sell
the products in question to a third party.

8. Non-performance by the Buyer does not relieve him of his obligation to pay the full price.

9. The Seller will not be liable for any loss incurred as a consequence of non-delivery.


V Force majeure

1. In the event of force majeure the Seller may rescind the agreement or temporarily postpone delivery.

2. ‘Force majeure’ includes, but is not limited to, circumstances such as civil commotion, war, strikes (even
when at the Seller’s), natural disasters, epidemics, terrorism, weather conditions, traffic conditions such
as roadblocks, road work or traffic jams, fire, government measures or the such.


VI Packaging

1. The products will be packaged in the manner that is customary in the flower and plant wholesale trade
in such a way as will be determined by the Seller in accordance with sound business practice, unless
otherwise agreed in writing.

2. Non-reusable packaging will be charged at cost.

3. Reusable packaging and other durable material (cardboard boxes, containers, stacking trolleys, etc.),
which will remain the Seller’s property, will also be charged at cost and must be returned to the Seller.
The costs of the return shipment will be charged to the Buyer separately. If the material is returned in
good condition within thirty days after the invoice date, the costs charged will be credited, after
deduction of any agreed amount for use, to the Buyer’s account.

4. If the Buyer fails to return durable packaging material (stacking trolleys, containers, etc.), the Seller
reserves the right to charge the costs of that material to the Buyer and to recover from the Buyer any
further loss incurred.

5. If a deposit is charged, that deposit will be refunded after the material in question has been returned in
good condition. The costs of the return shipment will be charged to the Buyer.


VII Complaints

1. Complaints concerning visible defects in products delivered must be notified to the Seller by fax, telex, e
mail or telephone immediately after discovery but at the latest within 24 hours of receipt. The moment of
receipt of the complaint by the Seller is decisive. Notification by telephone must be confirmed in writing
by the Buyer within two days after receipt of the products. The Buyer or recipient of the products must
also note the complaint upon delivery on the transport documents in question.

2. Complaints concerning non-visible defects in products delivered must be notified to the Seller
immediately after discovery. When the complaint was not submitted in writing, it must be confirmed to
the Seller in writing within 24 hours.

3. A complaint must in any event contain:
a. a detailed and accurate description of the defect(s); and
b. a statement of any other facts from which it can be inferred that the products delivered and the
products rejected by the Buyer are one and the same.

4. The Buyer is to enable the Seller to investigate, or instigate an investigation of, the validity of the
complaints on location and/or to take back the products delivered. The products must be stored in the
original packaging.

5. Complaints in respect of a part of the products delivered will not entitle the Buyer to reject the entire

6. Once the time limits referred to above have elapsed, the Buyer will be deemed to have accepted the
products delivered or the invoice rendered. The Seller will no longer be obliged to handle any claims
submitted by the Buyer.


VIII Liability

1. The Seller is not liable for any loss incurred by the Buyer, unless and to the extent the Buyer proves, that
the loss was caused by intent or gross negligence on the part of the Seller.

2. Defects concerning any possible phytosanitary and/or other requirements that are applicable in the
country of importation do not entitle the Buyer to any indemnification or rescindment of the agreement,
unless and to the extent that the Buyer has informed the Seller of these requirements beforehand in

3. The Seller is never liable for any consequential loss suffered by the Buyer. Should the Seller nevertheless
have to indemnify a loss, liability of the Seller for any loss incurred by the Buyer will not exceed the
invoice value of the products delivered to which the claim applies.

4. Unless otherwise expressly stated, the products delivered are intended exclusively for decorative
purposes and are not suitable for internal consumption. The Seller notes that the products may have
harmful effects on humans and/or animals in the event of incorrect use, consumption, contact and/or
hypersensitivity. The Buyer must pass on this warning to its customers and indemnifies the Seller against
any and all claims from third parties, including end users, in respect of these consequences.


IX Payment

1. Payment must be made, at the Seller’s option:
a. net cash on delivery; or
b. within 14 days after the invoice date by means of deposit or transfer to a bank or Postbank account
stated by the Seller or
c. by automatic withdrawal. Any possible bank charges will be for the account of the Buyer.

2. The Buyer may not deduct any amounts from the purchase price to be paid on the grounds of an alleged
claim. The Buyer may not suspend the payment of the purchase price on the grounds of a complaint
about the products delivered.

3. The Buyer will be in default upon the expiry of the agreed term of payment. The Seller will then be entitled
to rescind the agreement with immediate effect. The Seller is not liable regarding any consequence that
this rescindment might entail.

4. If the Buyer is in default, the Seller will be entitled to charge interest of 1.5% per month or, should the
legal rate be higher, the legal rate on the amount outstanding, as from the due date of the invoice until the
date of payment in full.

5. If the Buyer is in default, the Buyer shall also account to the Seller for any loss suffered owing to a
change in the exchange rate.

6. If third parties are instructed to collect overdue payments, the Buyer shall account to the Seller for any
court and/or out-of-court costs involved, subject to a minimum of 15% of the outstanding sum, and such
sums will fall due immediately.


X Retention of title

1. Title to all products delivered will continue to vest in the Seller until all amounts payable by the Buyer to
the Seller have been paid in full.

2. The Buyer may not pledge the products or use them as security in any other manner until payment has
been made. If third parties levy or intend to levy an attachment on those products or otherwise wish to
dispose of them, the Buyer must immediately inform the Seller accordingly.

3. The Buyer must always fully cooperate, at the Seller’s first request, in the Seller’s exercising of its
retention of title. The Buyer will be liable for all costs incurred by the Seller in connection with its retention
of title and any related actions, as well as for any direct and indirect loss incurred by the Seller arising

4. With respect to products destined for export, from the time of arrival in the country of destination, the law
of the country of destination will apply to the property law consequences related to retention of title. From
that moment, if permitted under that applicable law, the following provisions apply in addition to the
provisions of points 1 to 3 above:
a. In the event of breach of contract by the Buyer, the Seller will have the right to immediately take
possession of the products delivered and of the relevant packaging and transport materials, and to dispose
of them at its discretion. If so prescribed by law, this will imply termination of the agreement in question.
b. The Buyer will be entitled to sell the products in the ordinary course of its business. It hereby assigns all
claims that it may acquire against third parties pursuant to such sales. The Seller hereby acknowledges this
assignment and reserves the right to pursue any such claims as soon as the Buyer fails to fulfil its payment
c. The Buyer may process the products in the ordinary course of its business, whether or not the products
are mixed with other products not supplied by the Seller. The Seller will acquire joint title to the new goods, in
the proportion in which the Seller’s products form part of those new goods.
d. If the Seller is required by law to surrender part of the stipulated security on request (if the security
exceeds the value of any outstanding claims by a certain percentage), it will do so as soon as the Buyer so
requests and if it is also apparent from the Seller’s accounting records.


XI Applicable law / Disputes

1. All agreements to which these General Terms and Conditions apply in full or in part are governed by
Dutch law. The provisions of the Vienna Sales Convention are expressly excluded.

2. The Buyer may only submit claims in respect of or arising from agreements, to which these General
Terms and Conditions apply, to the competent Dutch Court in the territory in which the Seller has its
registered office. The Seller may submit such claims either to the competent court in the territory in which
the Seller has its registered office or to the competent court in the territory in which the Buyer has its
registered office.

3. Contrary to the provisions of paragraph 2, the Seller and the Buyer may agree to submit any dispute to an
arbitral tribunal acting according to the Rules of the Netherlands Arbitration Institute, whose decision will
be accepted as binding by both parties.


XII Final provision

1. Any cases for which these General Terms and Conditions do not provide will also be governed by Dutch

2. If and to the extent that any part or provision of these General Terms and Conditions is found to be
contrary to any mandatory rule of national or international law, that part or that provision will be regarded
as not having been agreed and these General Terms and Conditions will otherwise continue to bind the
parties. The parties will then act as if, should they have known of the invalidity of the provision, they had
agreed to a valid provision that corresponds with the intentions of the invalid provision, or to a provision
comes closest to those intentions.

February 2009