Article 1 – Definitions

In these general terms and conditions, the following terms shall have the meanings set out below:

1.1 Flowers by JB: the company entering into the relevant agreement with the Customer, as identified in the quotation, order confirmation, invoice or agreement.

1.2 Contracting Entity: the legal entity identified in the relevant quotation, order confirmation, invoice or agreement as the party entering into the Agreement with the Customer.

1.3 Customer: any natural person or legal entity entering into an Agreement with the Contracting Entity.

1.4 Agreement: any agreement between the Contracting Entity and the Customer relating to the sale of goods, delivery, storage, cultivation, handling, services or other activities.

1.5 Goods: all products offered, sold, delivered, stored or handled by the Contracting Entity, including flower bulbs, cut flowers, cut shrubs, plant material and related products.

1.6 In writing: by letter, email or another electronic means by which the content can be stored and reproduced.

Article 2 – Applicability

2.1 These general terms and conditions apply to all quotations, offers, agreements, orders, deliveries, activities, storage and other services provided by the Contracting Entity.

2.2 These general terms and conditions apply unless the parties have expressly agreed otherwise in writing.

2.3 By placing an order, accepting a quotation or entering into an Agreement, the Customer accepts the applicability of these general terms and conditions.

2.4 General terms and conditions of the Customer shall not apply unless they have been expressly accepted by the Contracting Entity in writing.

2.5 Deviations from these general terms and conditions shall only be valid if expressly agreed in writing.

2.6 If any provision of these general terms and conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

2.7 In the event of a conflict between an individual Agreement and these general terms and conditions, the provisions of the individual Agreement shall prevail.

2.8 These general terms and conditions apply exclusively to the Contracting Entity identified as such in the relevant Agreement, quotation, order confirmation or invoice.

2.9 Other companies affiliated with or associated with the Contracting Entity do not automatically become parties to the Agreement and are not automatically liable for the obligations of the Contracting Entity.

Article 3 – Offers and Quotations

3.1 Quotations and offers are non-binding unless they expressly state an acceptance period.

3.2 Quotations and offers are based on the information provided by the Customer and on the circumstances known to the Contracting Entity at the time the quotation is made.

3.3 Obvious errors, inaccuracies or mistakes in quotations, price lists or other communications shall not be binding upon the Contracting Entity.

3.4 A quotation may expire if the relevant Goods are no longer available.

3.5 Additional work, amendments or changes requested by the Customer shall only be binding upon the Contracting Entity if confirmed in writing.

3.6 If a quotation relates to several Goods or services, the Contracting Entity shall not be obliged to perform only part of the quotation if the quotation was clearly intended as a whole.

3.7 A quotation or offer does not automatically create any obligation to enter into future agreements.

Article 4 – Formation of the Agreement

4.1 An Agreement is formed when the Contracting Entity confirms the Customer’s order in writing or when the Contracting Entity commences performance with the Customer’s consent.

4.2 The Contracting Entity may refuse an order or assignment where there are reasonable grounds to do so.

4.3 The Customer is responsible for complying with all applicable breeder rights, licences, commercial rights and other legal requirements relating to the Goods purchased or used.

Article 5 – Prices

5.1 All prices are stated in euros unless expressly agreed otherwise.

5.2 Prices exclude VAT, taxes, duties, transport costs, packaging and insurance unless expressly agreed otherwise.

5.3 Costs relating to inspections, quality control, phytosanitary requirements, certificates, packaging, loading, unloading and transport may be charged separately where applicable.

5.4 The Contracting Entity may adjust prices where costs increase as a result of changes in taxes, duties, transport costs, production costs or other relevant circumstances, insofar as permitted by law.

Article 6 – Delivery and Transportation

6.1 Delivery shall take place in accordance with the Agreement, quotation or order confirmation.

6.2 Unless otherwise agreed, the Contracting Entity shall determine the appropriate method of transport and delivery.

6.3 Transport costs shall be borne by the Customer unless expressly agreed otherwise.

6.4 Delivery periods are indicative unless a specific delivery date has expressly been agreed as a final deadline.

6.5 Exceeding an indicative delivery period shall not automatically entitle the Customer to compensation or termination of the Agreement.

6.6 If the Customer fails to provide information, documents, instructions or other cooperation required for delivery in time, the delivery period may be extended accordingly.

6.7 Any additional costs resulting from the Customer’s failure to accept the Goods at the agreed time shall be borne by the Customer.

Article 7 – Quality of Natural Products

7.1 The Contracting Entity shall use reasonable care to provide Goods that comply with the quality standards expressly agreed between the parties.

7.2 The Customer acknowledges that natural products may show variations in size, colour, shape, growth, flowering, yield and other characteristics.

7.3 Unless expressly agreed otherwise, the Contracting Entity does not guarantee a specific growth, flowering or cultivation result where such result depends on circumstances outside its reasonable control.

7.4 The final result may depend on factors including soil conditions, climate, weather conditions, storage, handling, cultivation and care.

Article 8 – Risk and Transportation

8.1 If the Contracting Entity transports the Goods itself, the risk shall remain with the Contracting Entity until delivery, unless otherwise agreed.

8.2 Where an external carrier is used, the risk shall be determined in accordance with the agreed delivery terms.

8.3 If the Customer arranges its own transport, the risk shall transfer to the Customer when the Goods are made available to the Customer or its carrier.

Article 9 – Payment

9.1 Unless another payment period has been agreed, invoices shall be paid within 14 days of the invoice date.

9.2 The Customer may not deduct, suspend or set off any amount against an invoice unless this has been expressly agreed or is permitted by mandatory law.

9.3 The Customer shall be in default with payment once the applicable statutory requirements for default have been met.

9.4 In the event of late payment, the Contracting Entity may charge statutory or commercial interest and reasonable collection costs, insofar as permitted by law.

9.5 In the event of late payment, the Contracting Entity may suspend further deliveries or performance until all outstanding amounts have been paid.

9.6 The Contracting Entity may require advance payment or additional security where there is reasonable cause to do so.

9.7 Partial deliveries or partial performance may be invoiced separately.

Article 10 – Retention of Title

10.1 All Goods delivered remain the property of the Contracting Entity until the Customer has paid all amounts owed in connection with the relevant Agreement and any related obligations, insofar as permitted by law.

10.2 Until ownership has transferred, the Customer may not pledge or otherwise encumber the Goods.

10.3 The Contracting Entity shall be entitled to reclaim Goods subject to retention of title insofar as legally permitted.

Article 11 – Storage and Third-Party Goods

11.1 Goods stored by the Contracting Entity on behalf of the owner shall be stored at the owner’s expense and risk, unless expressly agreed otherwise.

11.2 The owner shall be responsible for arranging adequate insurance for the Goods.

11.3 To the extent legally permitted, the Contracting Entity shall not be liable for damage to third-party Goods stored in sheds, warehouses, storage facilities, cold stores or other business premises.

11.4 This includes, among other things, damage caused by fire, smoke, water, flooding, storms, theft, vandalism, power failures, temperature or climate problems, technical failures, pests, diseases or other circumstances beyond the direct control of the Contracting Entity.

11.5 The owner remains responsible for maintaining adequate insurance coverage for the Goods.

11.6 The Contracting Entity is not obliged to insure third-party Goods at its own expense unless expressly agreed otherwise.

11.7 The Contracting Entity may refuse storage or impose additional conditions where the condition, packaging or nature of the Goods creates a risk to persons, property or other Goods.

Article 12 – Force Majeure

12.1 The Contracting Entity shall not be liable for failure or delay in performing its obligations where such failure or delay is caused by circumstances that cannot reasonably be attributed to the Contracting Entity.

12.2 Force majeure includes, among other things, fire, storms, flooding, extreme weather conditions, frost, heat, illness, staff shortages, energy or cooling failures, transport problems, strikes, war, government measures, import or export restrictions, epidemics, crop failures, diseases, pests and failures or delays by suppliers or carriers.

12.3 In the event of force majeure, the Contracting Entity may suspend its obligations for the duration of the force majeure situation.

12.4 If performance becomes permanently impossible as a result of force majeure, the Contracting Entity may terminate the relevant Agreement, insofar as legally permitted.

12.5 Goods already delivered and services already performed shall remain payable.

Article 13 – Suspension and Termination

13.1 The Contracting Entity may suspend its obligations if the Customer fails to comply with its obligations under the Agreement.

13.2 The Contracting Entity may terminate the Agreement if the Customer fails to remedy a breach within a reasonable period, insofar as legally permitted.

13.3 In the event of bankruptcy, suspension of payment, attachment of assets or comparable circumstances affecting the Customer, the Contracting Entity may suspend performance or terminate the Agreement, insofar as legally permitted.

13.4 In the event of cancellation by the Customer, the Contracting Entity may charge costs and damages resulting from the cancellation, insofar as legally permitted.

Article 14 – Warranty and Liability

14.1 The Contracting Entity warrants only the characteristics of the Goods or services that have been expressly agreed.

14.2 No guarantee is given for a specific result in relation to natural products where that result depends on circumstances outside the reasonable control of the Contracting Entity.

14.3 Except in cases of intent or wilful recklessness by the Contracting Entity, and to the extent permitted by law, the Contracting Entity shall not be liable for indirect or consequential damage, including business interruption, loss of production, loss of turnover, loss of profit or loss of savings.

14.4 To the extent legally permitted, any liability of the Contracting Entity shall be limited to the amount paid for the relevant delivery or service, or to the amount actually paid out under any applicable insurance policy.

14.5 The Contracting Entity shall not be liable for damage caused, wholly or partly, by improper use, storage, handling, cultivation, care or failure to follow instructions.

14.6 The Customer shall be responsible for adequately insuring Goods made available to it.

14.7 The limitations of liability contained in these general terms and conditions shall not apply where such limitation is prohibited by mandatory law.

Article 15 – Complaints

15.1 The Customer shall inspect the Goods as soon as reasonably possible after delivery.

15.2 Visible defects must be reported to the Contracting Entity in writing within five working days after delivery.

15.3 Non-visible defects must be reported immediately after discovery and within a reasonable period.

15.4 Submitting a complaint does not suspend the Customer’s payment obligations unless otherwise agreed or required by law.

15.5 The Customer must provide the Contracting Entity with a reasonable opportunity to investigate the complaint.

15.6 Goods may not be returned without prior approval from the Contracting Entity.

15.7 A complaint relating to part of a delivery does not automatically entitle the Customer to reject the entire delivery.

15.8 If a complaint is considered justified, the Contracting Entity may, at its discretion and insofar as legally permitted, replace the relevant Goods, redeliver them or offer another appropriate solution.

Article 16 – Packaging

16.1 Packaging, crates, pallets and other reusable materials remain the property of their owner unless otherwise agreed.

16.2 Returnable packaging must be returned within the agreed period and in a reasonably clean and undamaged condition.

16.3 Costs resulting from failure to return packaging or from late or improper return may be charged to the Customer.

Article 17 – Phytosanitary and Legal Requirements

17.1 The Customer is responsible for complying with specific legal, phytosanitary, import and export requirements applicable at the destination of the Goods.

17.2 The Contracting Entity shall not be liable for requirements that were not communicated to it in advance and that could not reasonably have been known by the Contracting Entity.

17.3 The Customer shall comply with all applicable laws and regulations concerning the receipt, storage, sale, processing, transport and export of the Goods.

Article 18 – Third Parties

18.1 The Contracting Entity is entitled to engage third parties in the performance of an Agreement.

18.2 Such third parties may include carriers, suppliers, inspection companies, storage providers and other service providers.

18.3 To the extent legally permitted, the Contracting Entity shall not be liable for failures by third parties where those failures cannot reasonably be attributed to the Contracting Entity.

Article 19 – Intellectual Property

19.1 All intellectual property rights relating to documents, photographs, designs, images, trademarks and other materials provided by the Contracting Entity or its licensors shall remain with the Contracting Entity or the relevant rights holder.

19.2 The Customer may not copy, publish, reproduce or commercially use such materials without prior permission, unless such use is necessary for the performance of the Agreement.

Article 20 – Applicable Law and Jurisdiction

20.1 All Agreements to which these general terms and conditions apply shall be governed exclusively by Dutch law.

20.2 The parties shall first attempt to resolve any dispute amicably.

20.3 If an amicable solution cannot be reached, the competent court shall be determined in accordance with Dutch law.

20.4 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply, insofar as legally permitted.

Article 21 – Availability and Amendments

21.1 These general terms and conditions are available at:

www.flowersbyjb.nl

21.2 The Contracting Entity may amend these general terms and conditions. For new Agreements, the version that has been validly made available to the Customer at the time the Agreement is entered into shall apply.

21.3 A copy of the applicable general terms and conditions may be requested from:

Flowers by JB
Elbaweg 20
1607 MP Hem
The Netherlands
Website: www.flowersbyjb.nl
Email: info@flowersbyjb.com

Legal Entities

The following legal entities may be used as the Contracting Entity, depending on the relevant Agreement, quotation, order confirmation or invoice:

• Flowers by JB B.V. – KvK 73420344
• JB Tulips B.V. – KvK 85111066
• JB Services B.V. – KvK 85111058
• J.J.M. Boots Beheer B.V. – KvK 73419354

The applicable Contracting Entity shall always be identified in the relevant quotation, order confirmation, invoice or Agreement.