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General terms and conditions Flower Council of Holland < back
  The Flower Council of Holland (Stichting Bloemenbureau Holland), hereafter referred to as 'BBH', works on behalf of growers and wholesalers who pay levies to the 'General Trade Purposes - Floriculture Products' fund (Fonds Algemene Vakdoeleinden Bloemkwekerij-producten). The activities involved are in the area of promoting sales of flowers and plants traded via the Netherlands: - collective activities via the area management - customized projects via the Project Office (afdeling Projectbureau). BBH specialises in the marketing and promotion of cut flowers and pot plants, for the wholesale and retail trade and consumers both in the Netherlands and abroad. To enable a clear relationship between BBH and buyers of services and products, it is important to establish clear agreements. These agreements are included in the General Terms and Conditions below. Supplementary conditions may apply to individual commissions, in which case this will be indicated in the order confirmation.
 
  1. Article 1 Definitions
  2. Article 2 Applicability
  3. Article 3 Commencement and duration of the agreement
  4. Article 4 Termination of the agreement
  5. Article 5 Performance of the work
  6. Article 6 Information required from the Customer
  7. Article 7 Confidentiality
  8. Article 8 Force majeure
  9. Article 9 Pricing
  10. Article 10 Payment
  11. Article 11 Complaints
  12. Article 12 Liability
  13. Article 13 Property and copyright
  14. Article 14 Disputes
  15. Article 15 Filing
  1. Article 1 Definitions The following definitions apply to these general terms and conditions:
    1. BBH: the contractor/supplier, represented by the (general) manager or chairman of the General Management Board of the Flower Council of Holland, with offices in Leiden, Paris, Milan, Salisbury and Düsseldorf.
    2. Contribution payer:the grower or wholesaler who pays contributions on its traded products to the Dutch Horticultural Marketing Board for its General Trade Purposes - Floriculture Products fund.
    3. The Customer:the Customer is an individual and/or legal entity appointed by BBH to perform a given service (activities, projects, orders and attendance at exhibitions).
    4. Commission:a commission to BBH may be understood to mean: participation in an area activity (such as commercial support, workshop, training, demonstration or fair), participation in an exhibition, execution of a customized project via the Project Office, hire of a trend display cabinet and orders from the BBH outlet.
    5. Documents:All documents, reports, notices and/or other data carriers and/or goods made available to BBH by the Contribution payer or the Customer, as well as all letters, notices, reports and/or other data carriers prepared by BBH in connection with the tasks conferred.       
  2. Article 2 Applicability
    1. Any legal relationship between BBH and the Customer shall be governed solely by these general terms and conditions.
    2. All deviations from the provisions of these general terms and conditions must solely be in writing.
    3. In the event that one or more of the provisions of these general terms and conditions is found to be or rendered invalid, the other provisions of these general terms and conditions shall retain their full effect. BBH and the Customer will then make contact in order to agree new provisions to replace the invalid provisions, taking account as far as possible of the purpose and intent of the original provision.
    4. These general terms and conditions replace all previous terms and conditions of BBH and its legal predecessors. Such terms and conditions shall be deemed to have become null and void.       
  3. Article 3 Commencement and duration of the agreement
    1. An agreement shall be established once BBH has accepted, in writing, a commission given by the Customer.
    2. Acceptance of a commission shall be notified in writing, by confirmation to the Customer. This confirmation shall contain a clear description of the content and scope of the commission and the price or fee against which the work will be carried out.    
  4. Article 4 Termination of the agreement
    1. BBH shall be entitled to dissolve the agreement with the Customer with immediate effect and without judicial intervention or demand if:
      -        The Customer fails to honour one or more of the agreed credit terms/instalments, or can otherwise be held accountable for default in the fulfilment of the agreement with BBH;
      -        Third parties attach property and/or property rights of the Customer;
      -        The Customer has been declared bankrupt, or a statutory repayment plan has been imposed upon the Customer;
      -        The Customer has requested a (temporary) suspension of payment;
      -        The Customer dies, or if the Customer is a legal entity, such legal entity is dissolved;
      -        BBH is no longer able to fulfil the agreement due to circumstances beyond its control.
    2. BBH shall notify the Customer in writing of the dissolution of the agreement.
    3. This agreement may also come to an end as a result of cancellation if the Customer cancels the Commission. The agreement to be concluded with the Customer may incorporate specific arrangements regarding the conditions of cancellation.
    4. In the event of the dissolution of the agreement, as referred to in paragraph 1 of this article, and in the event of cancellation as referred to in paragraph 3 of this article, the Customer shall be obliged to reimburse to BBH, in one payment and with immediate effect:
      -        the costs incurred by BBH in performance of the agreement;
      -        the costs incurred by BBH in order to terminate the agreement;
      -        any damages suffered by BBH as a result of the termination of the agreement.
    5. Agreements between the parties of a specified duration may be terminated subject to one month’s notice, unless agreed otherwise in writing.    
  5. Article 5 Performance of the work
    1. BBH has a “best efforts” obligation with regard to the performance of the Commission agreed with the Customer. BBH shall stipulate the manner in which the Commission agreed with the Customer shall be carried out.
    2. BBH is entitled, if it deems necessary, to arrange for certain tasks to be carried out by third parties, without giving the Customer advance notice of this.    
  6. Article 6 Information required from the Customer
    1. The Customer shall make available all Documents that are deemed necessary by BBH for the proper performance of the Commission.
    2. BBH is entitled to suspend performance of the Commission until such time as the Customer has made all the requested Documents available to BBH in the form desired by BBH.
    3. If the Customer fails to provide BBH punctually with all the Documents requested, BBH shall be entitled to dissolve the agreement, as set forth in article 4, paragraph (1).     
  7. Article 7 Confidentiality
    1. BBH is obliged to observe confidentiality in the performance of the Commission. This duty of confidentiality relates to all information of a confidential nature made available to BBH by the Customer, as well as results obtained after the processing of this information.
    2. By way of deviation from the provisions of article 7, paragraph (1), BBH will be released from its duty of confidentiality if this would bring it into conflict with any government regulation or legal obligation. BBH’s duty of confidentiality may also be withdrawn or limited by the Customer.
    3. BBH is entitled to use the Commission and the results obtained from said Commission for information purposes, to advise other Contribution payers after expiry of the agreed period, and to advise the Customer, provided the Commission and/or the results are handled in such a way that no confidential information is disclosed.    
  8. Article 8 Force majeure
    1. If BBH is unable to fulfil its obligations under the agreement, or unable to do so punctually or properly, as a consequence of circumstances beyond its control, these obligations shall be suspended until such time as BBH is in a position to fulfil them in the agreed manner. It shall not be obliged to fulfil its obligations in the agreed manner if the Customer cannot reasonably demand continuation of the agreement. BBH may also dissolve the agreement as set forth in article 4, paragraph (1).
    2. Circumstances beyond BBH’s control include the situation whereby a project is based on government policy plans, on legislation and regulations which, at the time of performance of the order have not yet taken (full) effect, or on legislation and regulations the interpretation of which is not yet (fully) known to BBH at the time of performance of the Commission.     
  9. Article 9 Pricing
    1. BBH shall set the rates it is to apply each year, on 1 January. The rates set by BBH shall be binding upon the Customer.
    2. The price or the fee against which BBH carries out the agreed project shall be included in the confirmation as set forth in article 3, paragraph (2).
    3. Unless expressly agreed otherwise between the parties in the order confirmation, the prices and rates applied by BBH are exclusive of taxes and levies.
    4. If BBH is making a financial contribution to a project, it may at its discretion (also) make that contribution by setoff against a payment for the hours worked by employees of BBH.
    5. No fee may be charged to the project in respect of hours invested by the Customer in the project.     
  10. Article 10 Payment
    1. Payment of an invoiced amount must be made within 14 days from the date of invoice, by means of a transfer in favour of a bank or giro account to be nominated by BBH.
    2. The Customer shall be in default by law if it fails to make payment within the aforesaid period or within a different period agreed by the parties. Without further demand or notice of default, the Customer shall owe statutory interest on the amount in respect of which it is in default, from the due date until such date as full payment is made.
    3. All costs incurred as a consequence of collection, either in or out of court, of BBH’s claim shall be borne by the Customer. The costs of out-of-court collection shall be calculated in accordance with the collection charges recommended by the Netherlands Bar Association with regard to these matters.
    4. The Customer may not claim any discount, compensation, deduction, setoff or deferment when making payment to BBH.
    5. If BBH, for the performance of a Commission, makes use of the services of third parties which, by virtue of the agreement between the parties, it can charge on to the Customer, BBH will invoice these costs and any advances paid to third parties including any taxes payable, to the Customer. The above terms and conditions of payment shall also apply to such invoices.
    6. BBH shall be authorised to suspend fulfilment of all its obligations until such time as the Customer has paid all due claims to BBH. The obligations to be suspended shall include the surrender of documents and/or other information or property to the Customer or to third parties.
    7. If BBH is carrying out its work for several Customers together, each of these Customers shall be jointly and severally liable for payment of the invoice amount, insofar as the invoice relates to work carried out in performance of the joint commission.     
  11. Article 11 Complaints
    1. Complaints relating to the commission confirmation must be submitted to BBH immediately after receipt, in writing. Complaints relating to the performance of the Commission, the services rendered and/or the invoice amount must be submitted to BBH in writing, stating grounds, within 14 days of performance of the work, or within 14 days of notification to the Customer, unless the Customer can demonstrate that it could not reasonably have discovered the shortcoming at an earlier stage. In the latter case, the complaint must be submitted in writing within 14 days of discovery of the shortcoming. The Customer shall be deemed to have accepted the service rendered by BBH and/or the invoice and invoice amount if no complaint is submitted to BBH within the period stipulated in this paragraph and in the manner indicated in this therein.
    2. Complaints as set forth in paragraph 1 of this article shall not suspend the Customer’s payment obligations.
    3. After receiving the complaint, BBH shall take the measures it deems necessary to remedy or limit the complaint as swiftly as possible.
    4. In the event that BBH deems the Customer’s complaint to be unfounded, it shall advise the Customer accordingly in writing, stating its reasons.    
  12. Article 12 Liability
    1. Except for gross negligence, BBH excludes any liability for damages arising as a result of, or in connection with, projects managed by BBH for the Customer and for the Customer’s account and risk.
    2. BBH shall only be liable in respect of damages suffered by the customer resulting directly and solely from a shortcoming attributable to BBH, it being understood that any liability of BBH shall be limited to the amount paid out per event or related series of events in the event concerned under the companies’ liability insurance. This loss minimization shall also apply to instances in which the Customer suffers damage through the actions of third parties called in to assist with the performance of a commission. BBH accepts no liability for damages suffered by the Customer as a consequence of receiving incorrect or incomplete information from third parties.
    3. BBH excludes any liability for consequential loss related in any way to the performance of the commission by BBH or the third parties it has brought in. By consequential loss is meant, inter alia, standstill in the normal course of the Customer’s business, loss of profit, missed savings and other indirect damages.
    4. BBH shall be entitled at all times to limit or cancel the damages to be suffered by it or the Customer.
    5. The Customer indemnifies BBH in respect of claims of third parties relating directly or indirectly to the Commission to BBH.
    6. The Customer shall be liable for damages to BBH or to third parties brought in by BBH for the performance of the Commission that is the result of, or connected with, the presence of BBH and the aforesaid third parties on the Customer’s premises, with the exception of damages caused by BBH or the aforesaid third parties intentionally or a result of gross negligence.    
  13. Article 13 Property and copyright
    1. BBH expressly reserves at all times the proprietary rights to promotional material and other items it makes available to the Customer for the performance of a Commission.
    2. BBH reserves at all times the industrial and intellectual property rights with regard to intellectual products and/or results thereof which BBH uses or has used when carrying out the Commission from the Customer.
    3. The Customer is forbidden from changing, reproducing, publishing and/or exploiting the products mentioned in paragraphs 1 and 2, including procedures, advice and (specimen) contracts, without the express consent of BBH. Said products may only be handed over to third parties if this is done in order to obtain an expert opinion from third parties concerning the (performance of the) work of BBH and only once BBH has been informed accordingly.
    4. If the Customer makes available to, or allows BBH the use of, of trade names or other items subject to copyright or rights of intellectual ownership, the Customer warrants to BBH that it is authorized to use those names and rights. The customer indemnifies BBH in respect of any potential claims by third parties in connection with this.    
  14. Article 14 Disputes
    1. Any disputes relating to agreements between BBH and the Customer to which these general terms and conditions apply will be subject to the jurisdiction of the competent Dutch courts in the district in which the Customer has its domicile or registered office.
    2. Agreements with BBH shall be governed by and construed in accordance with Dutch law.     
  15. Article 15 Filing These general terms and conditions were filed with the Chamber of Commerce for Rijnland under number B.01191 on 21 September 2001, Leiden, the Netherlands.

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Ron van Duijn
manager Financiën en Facilitaire Diensten

T +31 (0)71 565 95 65
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