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 (afdelingProjectbureau).
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.
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.
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.
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.
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.
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.
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).
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.
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.
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.
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.
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.
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.
Article 14 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.
Article 15 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.
Article 16 Filing
These general terms and conditions were filed with the Chamber of Commerce for Rijnland under number B.01191 on 21 September 2001, Leiden
SUPPLEMENTARY TERMS AND CONDITIONS FOR PROJECTS VIA THE FLOWER COUNCIL OF
HOLLAND PROJECT OFFICE
Article 1
The General Terms and Conditions of the Flower Council of Holland apply to all agreements with the Flower Council of Holland, unless stipulated otherwise in
the Supplementary Terms and Conditions. These General Terms and Conditions will be sent to the project partner on request.
Article 2
Acceptance of a project commission shall be notified in writing, by confirmation and signature of the project plan by all partners involved. By signing the
project plan, the partners signal their irrevocable commitment to it. The project plan contains a clear description of the content and scope of the commission and the price or the fee against which the work will be carried out. The project plan is
prepared by the Flower Council of Holland, in consultation and agreement with the project partners.
Article 3
If the Flower Council of Holland is making a financial contribution to a project, it may at its discretion (also) make the contribution by setoff against the project costs incurred and a payment for the hours worked by employees of the Flower Council of Holland. These hours shall be itemized in the project plan. The hours worked by the other project partners,
the commercial parties, shall be paid for by the project partners themselves.
Article 4
During the project, the partners will receive invoices on two occasions in respect of their contribution to the project. The first invoice shall be sent at
the start of the project. The amount shall be half of the partners' total contribution. At the end of the project, the second invoice, the final settlement, will be sent on the basis of costs actually incurred.
Article 5
In the event that the budget stated in the project plan is overspent, this cost shall be passed on to the partners pro rata. Overspends will, if possible, be
notified to the partners in advance for approval.
Article 6
The Flower Council of Holland Project Office shall be responsible for the project management of the project plan and shall provide the Project Leader. The
Flower Council of Holland is thereby responsible for developing and overseeing the activities as described in the activity plan.
The Flower Council of Holland shall also assume the following tasks:
· writing the project plan;
· controlling finances;
· organizing communication activities.
This involves, inter alia:
· planning;
· coordinating and
· monitoring, inter alia, the message conveyed by the various communication means/activities, to ensure
consistency;
· reporting to the project group;
· evaluating activities.
Article 7
All information resulting from this project shall be treated as confidential. This information is used within the Flower Council of Holland solely for
internal purposes (employees involved, Board and Management).
Article 8
Communication about the project outside the project group must be agreed in advance with the project partners.
These Supplementary Terms and Conditions for projects via the Flower Council of Holland Project Office were filed with the Chamber of Commerce for Rijnland
under number B.01191 on 21 September 2001, Leiden.
SUPPLEMENTARY TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT FOR THE FLOWER
COUNCIL OF HOLLAND OUTLET
Article 1 - Applicability
A. 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.
B. 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.
C. 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.
D. 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
A. 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.
B. The costs of supplements and/or changes to the order or agreement shall be borne by the other party.
C. Prices quoted are exclusive of value added tax.
Article 3 - Delivery
A. 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.
B. Delivery shall be ex-outlet, unless agreed otherwise.
Article 4 - Complaints
A. 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.
B. 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.
C. A claim shall not suspend the payment obligations.
Article 5 - Non-attributable non-fulfilment
A. 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.
B. 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.
C. 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
A. 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.
B. 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.
C. 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
A. 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
A. Payment for orders within the Netherlands must always be made within fourteen days of collection or delivery of the items.
B. With regard to orders from abroad, the goods will not be delivered until payment is
received.
C. Payment must be made solely to an account nominated by the Flower Council of Holland.
D. Payments must be made in the currency in which the agreed prices are expressed.
E. 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
A. 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
A. 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.
Supplementary terms and conditions for fairs and
exhibitions
These supplementary terms and conditions relate to collective submissions of the Flower Council of Holland
Article 1: General terms and conditions
The general Terms and Conditions of the Flower Council of Holland also apply to all agreements of the Flower Council of Holland, unless the supplementary
terms and conditions deviate from these. These general terms and conditions will be sent to the exhibitor on request.
Article 2: Attendance
· Flower and plant exporters and commercial growers who are registered with the Industry Board for
Wholesale Trade in Floriculture Products, who also actually export and pay levies to the Dutch Horticultural Marketing Board for its “General Trade Purposes - Floriculture Products” fund (“Fonds Algemene Vakdoeleinden Bloemkwekerij-producten”) may attend fairs for the subsidy percentage per m2 fixed for each fair.
· Suppliers may in principle attend within the collective submission at the cost price per m2
set for the fair concerned. Applications to attend are processed and discussed on an individual basis.
Article 3: Included in the attendance fee per fair are:
· rental of square meters of the exhibition floor
· preparation, coordination and organization by the Flower Council of Holland
· transportation of decor (to the fair and back)
· transportation of products (to the fair only)
· design, construction and arrangement costs, including basic decor material (oasis, tying
materials, standard decor units)
· standardstand equipment, including
lighting, floor covering and seating area (table and 4 chairs)
· connection and normal use of electricity (incl. sufficient lighting)
· company name plaques excluding logo
· coffee, tea and soft drinks
Article 4: The following sundry costs are not included in the attendance fee:
· registration costs with the fair organizer for each exhibitor
· costs of additional company information in the fair catalogue
· costs of advertising material
· the product to be exhibited
· exhibitors’ travel and accommodation expenses
· costs of transporting dry material such as brochures and PR material to the event
· costs of transporting living products that are not intended for exhibition at the fair
· interpreters/translators, host/hostess and manning on the stand
· any extras on the stand, such as specifically requested decor, fridge, coffee maker, telephone, stand
furniture, connection to water mains, wall sockets etc.
· return transport of living products
· any import duties
Article 5: Payment
· The general terms and conditions of the Flower Council of Holland apply as regards payment.
· 50% of the attendance fee will be invoiced in advance of the fair. Payment of invoice amounts must be
made in Dutch guilders or the equivalent in Euro within 14 days from the date of invoice.
· Cancellation must be confirmed in writing by the exhibitor, to the Flower Council of Holland. In the
event of cancellation less than 3 months before the start of the exhibition the obligation to pay the total amount set shall remain in full effect.
Article 6: Transport
· Per 12 m2 of stand space hired, the transportation of 2-cc containers is included in the
attendance fee. Depending on the available freight space, the Flower Council reserves the right to return excess products sent and to pass the costs incurred on to the exhibitor.
· If an exhibitor wishes to use its own transport, this must be notified to the Flower Council in advance,
in writing, at the latest two months before the start of the fair. If exhibitors use their own transport, no discount shall be given on the attendance fee. The Flower Council reserves the right to reject an exhibitor’s own transport if this
may jeopardize the organisation of the collective submission.
Article 7: Erecting and dismantling stands:
Stand erection and dismantling will be arranged by the Flower Council of Holland. Stands may only be erected by exhibitors themselves after discussion
with the fair coordinator at the Flower Council. Stands may be tidied up and dismantled after the close of the event, at the say-so of the local fair organiser.
Article 8: Product
· The products to be exhibited must be predominantly of Dutch origin and of excellent quality.
· The exhibiting of products other than fresh cut flowers, pot plants and dried flowers is in principle
not permitted. Artificial flowers, silk flowers and plants are not permitted on the stand.Any other related products may, after prior consultation, be permitted, although for a different attendance fee, namely cost price. All of this is the responsibility of the principal arranger, who will be appointed by the Flower Council of Holland.
· If the exhibitor ensures that sufficient fresh quality products are available to replace material used
on the stand, the Flower Council of Holland will ensure that these are replaced punctually.
Article 9: Sale of products
The sale of living products is not permitted, unless the rules as drawn up by the local fair organiser state otherwise. In the event of conflict
surrounding this issue between the stand holder and the local fair organizer, the Flower Council of Holland shall not assume any responsibility in this matter.
Article 10: Floor plan
The Flower Council of Holland reserves the right to distribute stands as it deems appropriate, taking account as far as possible of the wishes of the
exhibitors on the one hand and the impression created by the Dutch exhibition as a whole on the other.
Article 11: Subletting
Subletting of stands to third parties is not permitted.
Article 12: Size and manning of stands
For participation in the collective submission, a minimum of 12 m2 must be occupied in order to exhibit with a stand and 9m2 in
order to be able to participate with a business sitting area (for the latter, it is not possible to exhibit your own products). The stand must be manned during the official opening hours of the fair or exhibition. If the participating company cannot man
the stand, the exhibitor undertakes to hire in a host/hostess. If the exhibitor fails to provide manning for the stand, the Flower Council of Holland reserves the right to hire in a host/hostess at the exhibitor’s expense.
Article 13: Liability
· The Flower Council of Holland accepts no liability in respect of damages suffered or caused by the
exhibitor as a result of attendance at the collective submission.
· The Flower Council of Holland accepts no liability in respect of damages suffered by the exhibitor as a
result of cancellation of attendance or of a fair not being held.
Article 14: Cancellation of collective Flower Council of Holland exhibit
The Flower Council of Holland reserves the right, for up to two months prior to the start of the fair, to dissolve the agreement between the Flower
Council of Holland and the exhibitor if the collective submission is cancelled.
These supplementary terms and conditions for fairs of the Flower Council of Holland were filed with the Chamber of Commerce for Rijnland under number
B.01191 on 21 September 2001, Leiden.
