Terms and conditions of sale, delivery and payment   

Article 1 - Applicability 

1. All legal relationships between the Flower Council of Holland Outlet and the other party shall be governed by these terms and conditions of sale, delivery and payment, as well as by the General Terms and Conditions of the Flower Council of Holland, unless these terms and conditions of sale, delivery and payment deviate from the latter. 
2. Any conflicting provisions applied by the other party to the Flower Council of Holland shall only be binding if and insofar as the Flower Council of Holland has given its written consent. 
3. If the Flower Council of Holland has agreed in writing to the application of conflicting provisions, these terms and conditions shall otherwise remain in force, even if this is not expressly stipulated. 
4. The other party may not derive any future rights to other legal relationships on the ground of any deviations from these terms and conditions that may have been agreed.           

Article 2 - Prices 

1. All orders are subject to the proviso that the agreed prices may be increased to take account of costs incurred as a result of government measures which took effect after acceptance of the orders concerned, such as measures relating to import duties, import tax, value added tax and similar, provided the onward charging of such costs is legally permissible. 
2. The costs of supplements and/or changes to the order or agreement shall be borne by the other party. 
3. Prices quoted are exclusive of value added tax.           

Article 3 - Delivery 

1. The Flower Council of Holland undertakes to meet the delivery deadline as far as possible, but failure to do so shall not entitle the other party to compensation or suspension or dissolution of the agreement concluded. 
2. Delivery shall be ex-outlet, unless agreed otherwise.           

Article 4 - Complaints 

1. Items delivered by the Flower Council of Holland must be inspected by the other party immediately upon receipt. Visible defects must be notified to the Flower Council of Holland in writing, within eight days of receipt at the latest. Minor discrepancies in terms of quality, colour, weight etc. that cannot reasonably be avoided shall not be eligible for any claim. 
2. If a claim is found to be well-founded by the Flower Council of Holland, the Flower Council of Holland may repair, replace or reimburse the other party in respect of the items to which the claim relates, to the exclusion of any other right of the other party to compensation. 
3. A claim shall not suspend the payment obligations.           

Article 5 - Non-attributable non-fulfilment 

1. For the purposes hereof, non-attributable non-fulfilment shall be understood to mean: Any circumstance that is independent of the will of the parties or is unforeseen and as a result of which the other party cannot reasonably demand fulfilment of the agreement by the Flower Council of Holland. 
2. Non-attributable non-fulfilment shall in all cases mean: strike, excessive absence through illness of employees of the Flower Council of Holland, transport problems, fire, government measures, including in all cases import and export bans, quota systems and interruptions at the Flower Council of Holland or its suppliers, hindrances that render the performance of the agreement more costly and/or more difficult, such as storm damage and/or other natural disasters as well as non-fulfilment attributable to our suppliers, which render the Flower Council of Holland unable (any longer) to fulfil its obligations vis-à-vis the other party. 
3. The Flower Council of Holland is entitled to claim payment for the services rendered in performance of the agreement concerned before the occurrence of the circumstance resulting in non-attributable non-fulfilment.           

Article 6 - Liability 

1. Except in the case of intention or gross negligence by the Flower Council of Holland or its subordinates, which must be proved by the other party, the Flower Council of Holland shall not be liable for any damage, in whatever form and be it direct or indirect, that may be the result of the use or the unsuitability of items it has supplied. 
2. Once a signature has been obtained for receipt, the Flower Council of Holland shall not be liable for damages which, according to the other party, were caused in transit. 
3. If the Flower Council of Holland is nonetheless obliged to compensate for damages, such compensation shall never exceed the invoiced price of the items concerned.           

Article 7 - Indemnification 

1. The other party is obliged to indemnify the Flower Council of Holland and to compensate it with regard to all costs, damages and interests in respect of which the Flower Council of Holland may be held liable by third parties, and which relate to the performance of the agreement by the Flower Council of Holland.           

Article 8 - Payment 

1. Payment for orders within the Netherlands must always be made within fourteen  days of collection or delivery of the items. 
2. With regard to orders from abroad, the goods will not be delivered until payment is received. 
3. Payment must be made solely to an account nominated by the Flower Council of Holland. 
4. Payments must be made in the currency in which the agreed prices are expressed. 
5. The other party shall be in default if it exceeds the above period of thirty days from the invoice date, without the need for a default notice.          

Article 9 -Costs 

1. All legal and out-of-court expenses incurred by the Flower Council of Holland in connection with non-fulfilment/failings on the part of the other party shall be for the other party's account.           

Article 10 - Applicable law 

1. All agreements between the Flower Council of Holland and the other party shall be solely governed by and construed in accordance with Dutch law.           

Article 11 - Filing 

These Supplementary Terms and Conditions of Sale, Delivery and Payment for the Flower Council of Holland Outlet were filed with the Chamber of Commerce for Rijnland under number B.01191 on 21 September 2001, Leiden.