General Terms and Conditions of Roobos Flower Export B.V.
drawn up by the management of Roobos Flower Export B.V., filed with the Chamber of Commerce in Amsterdam under number 40596609.

I GENERAL

1. These General Terms and Conditions apply to all offers made by a wholesaler (hereinafter referred to as "seller") and to all agreements concluded between seller and a client (hereinafter referred to as "buyer"), as well as to the execution thereof.

2. Any provisions deviating from these General Terms and Conditions must be agreed in writing by the parties. Such provisions shall take precedence over these General Terms and Conditions.

II OFFERS / AGREEMENTS

1. Offers are non-binding unless a term is specified. If a non-binding offer is accepted by the buyer, the seller has the right to withdraw the offer within 24 hours of receiving the acceptance.

2. An agreement is established at the moment the seller explicitly accepts the order in a manner customary in the industry.

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

III PRICES

1. Prices are generally determined at the time the order is accepted.

2. Prices are determined by Roobos B.V.

3. Prices do not include VAT, import duties, other taxes or charges, quality control and/or phytosanitary inspection costs, loading and unloading costs, packaging, transport, insurance, etc.

4. Prices are quoted in Euros unless otherwise stated on the invoice.

IV DELIVERY AND DELIVERY TIME

1. Delivery times indicated by the seller are indicative and exceeding them does not entitle the buyer to termination or compensation, unless expressly agreed otherwise in writing.

2. If the seller cannot (fully) meet his obligations, he shall inform the buyer as soon as possible. If the full order cannot be delivered, the seller may make a partial delivery, suspend the agreement, or offer equivalent products in consultation with the buyer.

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

4. Carriage-paid delivery only applies if stated by the seller on the invoice or order confirmation.

5. The seller reserves the right not to execute orders if the buyer has not paid a previous delivery within 8 days.

6. If the buyer does not accept the goods at the agreed time and place, the risk of quality loss during storage lies with the buyer. The products will be stored at the buyer’s expense and risk.

7. If after a reasonable storage period the buyer still has not taken delivery and quality deterioration threatens, the seller is entitled to sell the products.

8. Non-fulfilment 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.

V FORCE MAJEURE

1. In case of force majeure, the seller may partially or entirely dissolve the agreement or temporarily suspend delivery.

2. Force majeure includes but is not limited to: civil unrest, war, strikes (including at suppliers), natural disasters, epidemics, terrorism, weather conditions, traffic delays, roadblocks, fires, government measures, and similar events.

VI PACKAGING

1. Packaging is carried out in a manner customary in the flower and plant trade and is determined by the seller unless otherwise agreed in writing.

2. Single-use packaging is charged at cost.

3. Reusable packaging and durable materials (boxes, containers, trolleys, etc.) remain the property of the seller and must be returned. If returned within 30 days in good condition, the charged amount will be credited, minus any agreed usage fees.

4. If reusable packaging is not returned, the seller may charge the buyer for the costs and any damage suffered.

5. Deposits will be refunded after proper return; return transport costs are charged to the buyer.

VII COMPLAINTS

1. Complaints regarding visible defects must be reported immediately or within 24 hours of receipt and noted on the transport documents.

2. Complaints regarding hidden defects must be reported immediately and confirmed in writing within 24 hours through the claim module.

3. Complaints must include:
   a. A detailed description of the defect;
   b. Proof that the rejected products match the delivery;
   c. Clear supporting photos.

4. The seller must be allowed to inspect the complaint on-site and/or retrieve the products, which must remain in their original packaging.

5. Complaints concerning part of the delivery do not justify rejection of the entire delivery.

6. After the above deadlines expire, the delivery is deemed accepted.

VIII LIABILITY

1. The seller is not liable for damage unless the buyer proves intent or gross negligence.

2. Defects regarding phytosanitary or other import requirements do not entitle the buyer to compensation unless the buyer informed the seller in writing in advance.

3. The seller is never liable for business, delay, profit or consequential damage. Liability is limited to the invoice value of the relevant delivery.

4. Products are for decorative purposes only and not suitable for consumption. Buyer must inform their customers and indemnifies seller from related claims.

IX PAYMENT

1. Payment takes place via automatic debit unless otherwise agreed. Bank costs are charged to the buyer.

2. The buyer may not offset claims or suspend payment.

3. If payment is not made on time, the seller may terminate the agreement immediately.

4. Late payments incur 4% monthly interest or statutory interest if higher.

5. Currency losses due to late payment may be charged to the buyer.

6. Collection costs, minimum 15% of the outstanding amount, are borne by the buyer.

7. If automatic debit fails due to the buyer, related costs are charged to the buyer.

X RETENTION OF TITLE

1. All products remain the property of the seller until fully paid.

2. Products may not be pledged or transferred as security.

3. The buyer must cooperate in recovering products if requested.

4. For exported goods, the applicable local property law applies after arrival.

XI GOVERNING LAW / DISPUTES

1. Dutch law applies; the Vienna Sales Convention is excluded.

2. Disputes may be submitted only to the competent Dutch court where the seller is located, unless the seller chooses otherwise.

3. Alternatively, disputes may be referred to arbitration according to the Netherlands Arbitration Institute.

XII FINAL PROVISIONS

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

2. If any provision is invalid, the remainder remains binding, and a replacement provision with similar intent applies.

Honselersdijk, 08/2019