Terms and conditions

Prepared by the Association of Wholesalers in Flower Nursery Products - VGB (filed with the Chamber of Commerce in Amsterdam under number 40596609) and by Arco Fleurs B.V.

Company details

Arco Fleurs B.V.
Kromme Weidesingel 11
2235 SZ Valkenburg
The Netherlands

Business address / business address:
Laan van Verhof 3 (Box F3-19)
2231 BZ Rijnsburg
The Netherlands 

Chamber of Commerce (The Netherlands):
28093552 

VAT number:
NL 8206.50.742.B01 

Email address:
info@arcofleurs.nl

Table of contents

Article 1. General
Article 2. Quotations / agreement
Article 3. Prices
Article 4. Term of delivery and delivery time
Article 5. Force majeure
Article 6. Packaging
Article 7. Complaints
Article 8. Liability
Article 9. Payment
Article 10. Intellectual property
Article 11. Protection of personal data
Article 12. Applicable law / disputes
Article 13. Final provision

- Additional terms -
Article 14. Shipping policy
Article 15. Return conditions
Article 16. Credit card payments 

Article 1 - GENERAL

1. These General Terms and Conditions apply to all Arco Fleurs B.V. (hereinafter referred to as "the seller") offers made and agreements concluded between the seller and a client (hereinafter referred to as "the buyer"), as well as the performance thereof.

2. Parties deviating from these General Terms and Conditions must agree in writing. They take precedence over these General Terms and Conditions.

Article 2 - QUOTATIONS / AGREEMENT

1. Offers are without obligation, unless they contain a period. If an offer contains a non-binding offer and this is accepted by the buyer, the seller has the right to withdraw the offer within two working days after receipt of the acceptance.

2. An agreement is concluded at the time of the explicit acceptance of the order by the seller in a manner customary in the industry.

3. Offers are one-off and do not apply to repeat orders.

Article 3 - PRICES

1. Prices are generally determined upon acceptance of the order.

2. Prices are ex-seller's company.

3. The price does not include turnover tax (VAT), import duties, other taxes and levies, costs of quality control and / or phytosanitary research, costs of loading and unloading, packaging, transport, insurance and the like.

4. Prices are quoted in Euros, unless a different currency is stated on the invoice.

Article 4 - TERM OF DELIVERY AND DELIVERY TIME

1. Delivery times indicated by the seller are indicative and do not entitle the buyer to termination or compensation if they are exceeded, unless the parties have agreed otherwise in writing.

2. If the seller will (partially) not be able to fulfill his obligation, he will inform the buyer as soon as possible. If he cannot deliver the entire ordered quantity, he is entitled to make a partial delivery or to suspend the execution of the agreement and / or to supply other equivalent or similar products in consultation with the buyer.

3. Unless otherwise agreed in writing, the place of delivery is the storage location or processing space of the seller, or another location to be designated by the seller.

4. Free delivery only takes place if and insofar as this has been stated by the seller on the invoice or the order confirmation.

5. The seller reserves the right not to execute orders if the buyer has not paid a previous delivery within the agreed payment term.

6. If the buyer has not purchased the ordered products at the agreed time and place, he is in default and the risk of a possible loss of quality due to storage is for the buyer. The ordered products are at his disposal, stored at his expense and risk.

7. However, if after a limited storage period, which can be considered reasonable in view of the product type, no purchase has taken place by the buyer and the risk of loss of quality and / or spoilage of the products in the opinion of the seller requires intervention in order to damage as much as possible. the seller is entitled to sell the products in question.

8. Non-fulfillment by the buyer does not release him from the obligation to pay the full purchase price.

9. The seller is not liable for damage resulting from non-delivery.

Article 5 - FORCE MAJEURE

1. In case of force majeure, the seller can (partially) dissolve the agreement or temporarily suspend the delivery.

2. Force majeure in any case, but not exclusively, includes circumstances such as internal disturbances, war, strike (also at the supplier), natural disasters, epidemics, terrorism, weather conditions, traffic conditions such as e.g. roadblocks, roadworks or traffic jams, fire, government measures or similar events.

Article 6 - PACKAGING

1. Packaging takes place in the usual manner in flower and plant wholesale and is determined by the seller as a good merchant, unless the parties have agreed otherwise in writing.

2. One-off packaging will be charged at cost.

3. Re-usable packaging and other durable material (cardboard boxes, containers, trolleys, etc.), which remain the property of the seller, will also be charged at cost price and must be returned. The costs of the return transport are charged separately to the buyer.

If the material is returned in correct condition within 30 days after the invoice date, the costs charged will be credited, possibly reduced by an agreed amount for the use.

4. With regard to durable packaging material (auction trolleys, containers, etc.) that has been given to the buyer on loan, the seller reserves the right, if the material is not returned by the buyer, the costs of this material will still be charged to the buyer. and to recover any further damage caused by the buyer.

5. If a deposit is charged, this will be settled after the relevant material has been returned in correct condition. The costs of the return transport will be charged to the buyer.

Article 7 - COMPLAINTS

1. Complaints regarding visible defects in delivered products must be reported to the seller immediately after discovery, or in any case within 24 hours after receipt of the products. The moment of receipt by the seller is decisive. A telephone notification must be confirmed in writing by the buyer within two days of receipt of the products. Visible defects must also be noted on the transport documents immediately upon delivery.

2. Complaints regarding invisible defects in delivered products must be communicated to the seller immediately after discovery and, if the notification is not made in writing, be confirmed in writing within 24 hours after the notification.

3. The complaints must contain at least:

a. a detailed and accurate description of the defect;

b. a statement of any further facts from which it can be deduced that the products supplied and products rejected by the buyer are identical.

4. The seller must always be given the opportunity to investigate the accuracy of the relevant complaints on the spot and / or to retrieve the delivered goods.

The products must be kept available in the original packaging.

5. Complaints with regard to a part of the delivered products cannot lead to rejection of the entire delivery.

6. After expiry of the aforementioned periods, the buyer is deemed to have approved the delivered goods or the invoice. Complaints will then no longer be processed by the seller.

Article 8 - LIABILITY

1. The seller is not liable for damage suffered by the buyer, except and insofar as the buyer proves that there is intent or gross negligence on the part of the seller.

2. Defects with regard to any phytosanitary and / or other requirements that are in force in the importing country do not entitle the buyer to compensation or termination of the agreement, unless the seller sells these requirements in writing prior to or at the time of entering into the agreement. notified.

3. The seller is in no way liable for trading damage, delay damage, loss of profit, stagnation damage or other consequential damage of the buyer. Should the seller nevertheless be obliged to compensate damage, then the liability of the seller is expressly limited to the invoice amount, excluding VAT, regarding the part of the delivery to which the damage relates.

4. Unless expressly stated otherwise, the products supplied are intended for decoration purposes only and are not suitable for internal use.

The seller points out that the products can lead to harmful effects on humans and / or animals if used incorrectly, consumed, contacted and / or hypersensitive. The buyer has the obligation to pass on this warning to its customers and indemnifies the seller against all claims from third parties, including end users, with regard to the aforementioned consequences.

Article 9 - PAYMENT

1. Payment must be made, at the choice of the seller:

a. net cash on delivery or

b. by deposit or transfer to a bank or post bank account designated by the seller within 14 days of the invoice date, or

c. automatic debit.

Any bank charges will be charged to the buyer.

2. The buyer is not entitled to any amount on the purchase price to be paid because of a purchase price deduct the alleged counterclaim. The buyer may not suspend the purchase price to be paid by him on the basis of a complaint about the delivered goods.

3. Buyer is in default only by the expiry of the agreed payment term. The seller then has the right to dissolve the agreement with immediate effect by a single notification to the buyer (expressly resolutive clause). The seller does not owe the buyer any compensation with regard to the consequences that this dissolution could have for the buyer.

4. The seller is entitled to charge 1.5% interest per month in the event of default by the buyer, or, if this is higher, the statutory interest, from the due date of the invoice until the day of full payment.

5. The seller is also entitled to charge the loss of exchange rate incurred as a result of the default of the buyer.

6. If payment must be effected by engaging third parties, the resulting judicial and / or extrajudicial costs - with a minimum of 15% of the outstanding sum - are immediately due and payable by the buyer.

Article 10 - INTELLECTUAL PROPERTY

1. All delivered products remain the property of the seller until all claims of the seller against the buyer have been fully paid.

2. As long as the products have not been paid, the buyer may not pledge them or provide them as security in any other way. In the event that third parties seize or wish to seize these products or wish to procure them in any other way, the buyer must immediately inform the seller thereof.

3. In exercising the rights of the seller from the retention of title, the buyer will always fully cooperate at the first request and at its own expense. The buyer is liable for all costs that the seller must take in connection with his retention of title and the related actions, as well as for all direct and indirect damage that the seller suffers.

4. With regard to products that are intended for export, the property-law-related consequences with regard to retention of title apply there from the moment of arrival of the products in the country of destination. In that case, where this is possible in the relevant law, in addition to the provisions in points 1 to 3:

a) In the event of default by the buyer, the seller has the right to immediately take delivery of the delivered products, as well as the packaging and transport materials supplied, and to dispose of these in its sole discretion. When required by law, this implies dissolution of the relevant agreement.

b) The buyer has the right to sell the products in the normal course of his business. He will then transfer all claims that he obtains through the sale to a third party. The seller accepts this transfer and reserves the right to collect the claim himself as soon as the buyer does not properly fulfill his payment obligation and is, if necessary, in default.

c) The buyer has the right to process the products in the normal course of his business, whether or not together with products that do not come from the seller. In the relationship in which the products of the seller are part of the established item, the seller acquires (co-) ownership of the new item, which the buyer already now transfers to the seller and which the seller accepts.

d) When the law prescribes that the seller must disclose part of the stipulated securities on request in cases where they exceed the value of the outstanding claims by a certain percentage, the seller will comply with this as soon as the buyer requests this and this the accounts of the seller should turn out.

Article 11 - PROTECTION OF PERSONAL DATA

1. The seller has the right to provide Floridata, a collaboration of floricultural wholesalers, with the identification data and the data concerning the payment and payment behavior of the buyer.

2. The data described in paragraph 1 will be processed by Floridata in a database with the aim of obtaining an overview of the markets in which wholesalers sell their horticultural products on the one hand and the payment behavior of individual buyers on the other.

3. The data relating to the sale of floricultural products are processed in aggregated figures, so that no personal data can be derived. These data are published from time to time by Floridata directly or through third parties.

4. Data on the payment behavior of individual buyers is processed to estimate the debtor's risk. Personal data may be derived from this data. Payment behavior data will only be published by Floridata on special request, insofar as the request comes from a wholesaler who adheres to Floridata, which strives to limit its own risk on debtor.

5. If the aforementioned activities of Floridata are to be carried out by another party, the seller has the right to make the aforementioned data available to this other party, which are bound by the same restrictions as Floridata with regard to this data.

Article 12 - APPLICABLE LAW / DISPUTES

1. Dutch law applies to all agreements and offers to which these General Terms and Conditions apply in whole or in part and the provisions of the Vienna Sales Convention are expressly excluded.

2. Disputes with regard to or arising from offers and / or agreements to which these conditions apply can only be submitted by the buyer to the Dutch court that is competent in the area where the seller is located. The seller has the right to choose to submit disputes to the competent court in the area where the buyer is located.

3. Contrary to the provisions under XI 2., the seller and the buyer may agree to submit any dispute to an arbitration committee that acts in accordance with the Arbitration Rules of the Netherlands Arbitration Institute, whose decision is accepted as binding by both parties.

Article 13 - FINAL PROVISION

1. In cases not covered by these General Terms and Conditions, Dutch law also applies.

2. If and insofar as any part or provision of these General Terms and Conditions is invalid under Dutch law in connection with any mandatory provision, the other provisions of these General Terms and Conditions will continue to bind the parties. Instead of the invalid provision, it is acted as if the parties, if they had known of the invalidity of the provision, had agreed on a provision corresponding to the intention of the invalid provision, or a provision that comes closest to that intention.

- Additional terms -

Article 14 - SHIPPING POLICY

1. Arco Fleurs will take the greatest possible care when receiving and implementing orders for products and when assessing applications for the provision of services.

2. The place of delivery is the address that the customer has made known to Arco Fleurs.

3. If the delivery of an ordered product is impossible, Arco Fleurs will endeavour to make a replacement article available. At the latest upon dispatch, it will be stated in a clear and comprehensible manner that a replacement item is being delivered.

4. The risk of damage and / or loss of products rests with Arco Fleurs until the moment of delivery to the customer or a pre-designated and to the customer announced representative, unless expressly agreed otherwise.

Article 15 - RETURN CONDITIONS

1. For the main product, flowers and plants, returns are not possible because they are perishable. If something went wrong with the delivery, the customer can contact Arco Fleurs so that they can agree on a suitable solution. For additional products that are not perishable, you can only return them if you are both the orderer and recipient of the additional item (delivery address = your own address).

2. Additional return instructions: an additional product should be unused and undamaged if reasonably possible.

Article 16 - CREDIT CARD PAYMENTS

With a credit card payment, the cardholder is immediately charged for the transaction by Visa or Mastercard.

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This document is a translation from Dutch and is for information purposes only. In the event of a dispute, the text of the Dutch version applies.

Last modified on May 14, 2020