GENERAL TERMS AND CONDITIONS OF DE VREEDE ORCHIDEEËN B.V.

1. DEFINITIONS

The following definitions apply to these terms and conditions:

1.1 De Vreede Orchideeën: De Vreede Orchideeën B.V., and/or affiliated companies;

1.2 FloraHolland: Koninklijke Coöperatieve Bloemenveiling FloraHolland U.A., having its registered office at Aalsmeer; and/or affiliated companies;

1.3 Buyer: any natural person or legal entity who directly purchases products or related services from De Vreede Orchideeën and/or with whom it negotiates.

2. APPLICABILITY

2.1 These general terms and conditions apply to all quotations and/or (price) offers of De Vreede Orchideeën as well as to all agreements for the delivery of products by De Vreede Orchideeën, this with the explicit exclusion of any purchase conditions used by the Buyer. These terms and conditions also apply to ensuing or related agreements or further agreements between the Buyer and De Vreede Orchideeën. They also apply to the negotiation of such contracts or agreements, even if such negotiations do not lead to the conclusion of an agreement.

2.2 These general terms and conditions do not apply to agreements for the delivery of products by De Vreede Orchideeën that have been concluded after FloraHolland has intervened or using FloraHolland’s facilities. These agreements shall be governed solely by the provisions of the FloraHolland Auction Regulations.

2.3 Deviations from or additions to these terms and conditions in any form whatsoever only apply if De Vreede Orchideeën has agreed to them in writing.

2.4 De Vreede Orchideeën is entitled to amend its general terms and conditions from time to time. Such changes do not apply to orders that have already been confirmed, but after notifying the Buyer, they do apply to new orders.

3. QUOTATIONS

3.1 All quotations of De Vreede Orchideeën are without obligation. De Vreede Orchideeën may always revoke its quotations, even if the quotation mentions a deadline for acceptance, unless De Vreede Orchideeën has explicitly stated in the quotation that it is irrevocable.

3.2 Samples of products shown or provided serve only as an indication of the material; the product does not have to correspond exactly.

4. AGREEMENTS

4.1 An agreement is concluded if De Vreede Orchideeën confirms an order of the Buyer in writing. The content of De Vreede Orchideeën’s order confirmation determines the content of the agreement.

4.2 Changes to the agreement must be agreed in writing, whereby De Vreede Orchideeën’s written confirmation will determine the content and scope of the changes and the consequences for the price and any other matters.

5. INFORMATION PROVISION

5.1 The Buyer is obliged to provide De Vreede Orchideeën with all information necessary to deliver products and/or services, including (but not limited to) specification(s), sticker info, colour mix, etc.

5.2 Prior to the conclusion of an initial agreement with De Vreede Orchideeën, professional purchasers must provide an extract from the Trade Register of the Chamber of Commerce, or a similar document from the relevant entity in the Buyer’s country of residence or domicile.

6. PRICES

6.1 All prices are in accordance with De Vreede Orchideeën’s order confirmation and exclusive of VAT, unless stated otherwise.

6.2 If one or more of the cost factors undergo a change after the quotation date, De Vreede Orchideeën is entitled to adjust the sales price accordingly.

7. DELIVERY TIMES, DELIVERY AND RISK

7.1 The expected delivery times are specified as accurately as possible by De Vreede Orchideeën. These delivery times serve as indications and not as strict deadlines.

7.2 If the delivery time stated is exceeded, the Buyer is not entitled to compensation in any form whatsoever, unless the excess is demonstrably the direct and immediate consequence of gross negligence or intent on the part of De Vreede Orchideeën.

7.3 The buyer may not terminate or dissolve the agreement because the delivery time has been exceeded, nor is the Buyer entitled to refuse receipt and/or payment of the products in that case.

7.4 Product delivery takes place Ex Works, unless expressly agreed otherwise. The Buyer shall be liable for any costs and damages incurred by De Vreede Orchideeën if the Buyer fails to cooperate as required for delivery.

7.5 De Vreede Orchideeën shall be entitled to deliver the performance(s) due in instalments.

8. PAYMENT

8.1 Payment of the purchase price shall be made within the payment term set by De Vreede Orchideeën. Payment must be made in the agreed currency and without set-off, discount and/or suspension.

8.2 If the Agreement also includes the transport of products, De Vreede Orchideeën may ship the products with the proviso that these or the related documents will only be delivered to the Buyer against payment of the purchase price.

8.3 Invoices that have not been disputed in writing and substantiated by the Buyer within 30 calendar days of the invoice date shall be deemed to have been accepted and can no longer be disputed.

8.4 If De Vreede Orchideeën, or a third party on behalf of De Vreede Orchideeën, engages third parties for (judicial or extrajudicial) collection of amounts due, all related costs will be for the Buyer’s account, with a minimum of (i) EUR 500.00 or (ii) 15% of the amount claimed, at the discretion of De Vreede Orchideeën.

8.5 If Buyer fails to pay an invoice on time, all payment obligations of Buyer become immediately due and payable. From the due date, they become interest-bearing at the statutory rate.

9. RETENTION OF TITLE

9.1 De Vreede Orchideeën retains title to all products delivered by De Vreede Orchideeën to the Buyer until the purchase price thereof has been paid in full, including (extrajudicial) costs and interest. This retention of title also applies in the event De Vreede Orchideeën should acquire claims against the Buyer due to the Buyer’s failure to fulfil one or more of its other obligations towards De Vreede Orchideeën. The Buyer is not permitted to pledge delivered products or to grant a third party any right to them, as long as ownership thereof has not been transferred to the Buyer.

9.2 Notwithstanding this retention of title, the Buyer is permitted to dispose of the products delivered under retention of title in the context of its normal business operations.

9.3 If the Buyer is in default, De Vreede Orchideeën is entitled to retrieve the products belonging to it (or have them retrieved) from the place where they are located, at the expense of the Buyer. Buyer must give cooperation in this regard. The Buyer hereby grants De Vreede Orchideeën an irrevocable authorisation to enter (or grant access to) the premises and/or grounds used by or for the Buyer.

10. INSPECTION AND ADVERTISING

10.1 Buyer is obliged to check the number and quality of delivered products immediately upon receipt. Any deviations in the agreed number and/or capacity must be reported by sending an email to verkoop@devreedeholland.nl within 24 hours after delivery and – if relevant – must be stated on the consignment note, on pain of forfeiture of the right to compensation.

10.2 In the event of minor deviations in colour, mix, ripeness and/or height, Buyer will not be entitled to reject the products in question.

11. RETURNED GOODS

11.1 Returns will only be accepted if this has been agreed in advance with De Vreede Orchideeën.

12. SECURITY

12.1 If De Vreede Orchideeën has reasonable grounds to fear that the Buyer will not fulfil his obligations on time and/or in full, the Buyer is obliged, at De Vreede certainty in the form desired by De Vreede Orchideeën and, if necessary, to supplement this security for the fulfilment of all his obligations. As long as the Buyer has not complied with this request, De Vreede Orchideeën shall be entitled to suspend the fulfilment of its obligation, also with regard to other agreements.

12.2 If the Buyer has not complied with a request as referred to in paragraph 1 within 14 calendar days of a written reminder to that effect, all its obligations shall become immediately due and payable.

12.3 If De Vreede Orchideeën has already dispatched the products at the time when circumstances appear on the basis of which De Vreede Orchideeën has reasonable grounds to fear that the Buyer will not fulfil its obligations, it may object to the products being delivered to the Buyer, even if the Buyer already has a document in their possession that entitles them to unconditional delivery by De Vreede Orchideeën. De Vreede Orchideeën must inform the Buyer of this suspension, and will proceed with compliance as soon as the Buyer provides sufficient certainty.

13. LIABILITY

13.1 De Vreede Orchideeën shall not be liable for defects or damage to the products caused (i) by delivery ex works, during transport, and/or (ii) by improper storage or handling during delivery.

13.2 De Vreede Orchideeën’s liability shall at all times be limited to the free delivery of a replacement equivalent product. De Vreede Orchideeën shall never be liable for consequential loss and (in)direct trading loss, including (but not limited to) loss due to delay, loss of orders, loss of profits and the like.

13.3 The above limitations of liability do not apply if the damage is caused by intent or gross negligence on the part of De Vreede Orchideeën.

14. TERMINATION OF AGREEMENT

14.1 De Vreede Orchideeën may unilaterally terminate or dissolve the agreement with the Buyer in the event:

a. of a failure on the part of the Buyer to fulfil an obligation incumbent upon him, which is the case, inter alia, if the Buyer fails to pay the purchase price on time or fails to take delivery of the products on time;

b. that the Buyer is declared bankrupt, or is granted a suspension of payments or requests to apply the law on debt rescheduling for natural persons;

c. an application for credit insurance is not, or not sufficiently, granted by the relevant company;

d. that the Buyer fails to comply with a request by De Vreede Orchideeën to provide security in accordance with Article 12.

14.2 If a shortcoming in the performance of the obligations in respect of one of the deliveries by De Vreede Orchideeën to the Buyer gives De Vreede Orchideeën a good reason to fear that a shortcoming will occur in respect of future deliveries, De Vreede Orchideeën is entitled, provided that it does so within a reasonable term, to dissolve the Agreement for the future.

14.3 De Vreede Orchideeën may give the Buyer written permission to terminate or dissolve the agreement in exchange for payment of reasonable compensation by the Buyer for the loss suffered by De Vreede Orchideeën and the loss of profit.

14.4 In the event De Vreede Orchideeën terminates or dissolves the agreement pursuant to this article, all that De Vreede Orchideeën has to claim from the Buyer for whatever reason will become immediately due and payable.

15. FORCE MAJEURE

15.1 In case of force majeure, De Vreede Orchideeën is entitled to terminate or dissolve the agreement or to suspend its delivery obligation as long as the force majeure continues.

15.2 In addition to what is understood by force majeure under Dutch law, the following circumstances are considered as force majeure for De Vreede Orchideeën: strike in the broadest sense of the word, interruption of the supply, standstill of machines and/or tools, unavailability of transport, government measures and the event that De Vreede Orchideeën’s suppliers fail to deliver, explicitly including circumstances resulting in a delay in the normal production and/or cultivation process and/or deliveries from suppliers from which De Vreede Orchideeën obtains products.

16. APPLICABLE LAW AND COMPETENT COURT

16.1 These general terms and conditions of delivery and all agreements entered into by De Vreede Orchideeën are governed (exclusively)by Dutch law. Application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is not possible.

16.2 Any disputes between De Vreede Orchideeën and the Buyer that cannot be resolved mutually will in the first instance be exclusively settled by the District Court of Rotterdam or, at De Vreede Orchideeën’s free choice, by the competent court in the Buyer’s place of business or domicile.

February 2016