General Terms and Conditions of FlorAccess B.V. for online orders placed by Professional Buyers in the course of running his business.
1.1 These General Terms and Conditions apply to all offers made by FlorAccess (the ‘Seller’), to all agreements concluded between the Seller and a customer (the ‘Buyer’), with the involvement of a Supplier (‘Supplier’) who supplies the products and a Shipping Agent (‘Shipping Agent’) who delivers the products, and to the performance of those agreements.
1.2 Within the terms of these General Terms and Conditions, the Buyer is the professional party who places an order and enters into an agreement with the Seller in the course of running his business.
1.3 Seller merely facilitates the order and delivery process and is neither responsible for the manufacture of the finished product or the manufacture of any raw material or of a component part of the product, nor does Seller present herself as producer by trademark or name.
1.4 Seller shall identify the supplier or producer of any goods delivered upon request.
2.1 The Buyer and the Seller enter into an agreement when the Buyer has completed the order, accepted the General Conditions on the website and when the Seller has confirmed the order in writing, without prejudice to section 2.5.
2.2 The Seller shall make every effort to confirm an order immediately to Buyers. However, the Seller is not obligated to send such a confirmation to Buyers. Lack of, or a delayed confirmation of the order therefore is no valid ground to dissolve or annul the agreement.
2.3 If the agreement is made electronically, the Seller will take appropriate technical and logistical measures in order to secure the electronic transfer of data and ensures a safe web-environment. If online or electronic payment is made possible for the Buyer, the Seller will take appropriate safety measures thereto.
2.4 The Seller may, within the statutory parameters, ascertain whether the Buyer can comply with payment obligations, and whether there are any circumstances that should be taken into consideration in order to carry out the (online) agreement responsibly. If there are any valid grounds not to enter into the agreement, the Seller has the right to refuse an order or impose special conditions on the agreement provided that this decision is sufficiently motivated.
2.5 All agreements shall be entered into under the suspensive condition that the availability of the products is sufficient.
2.6 Offers are once-only and will not apply to repeat orders.
3.1 The Prices (‘Prices’) are generally determined upon acceptance of the order. They are based on current market prices as realized through supply and demand.
3.2 The agreed Price (or Price limit) may not be varied without the Buyer’s prior consent.
3.3 The Prices displayed on the website are ex works (EXW) Seller’s.
3.4 The Prices do not include value added tax (VAT), import duties, other taxes and charges, costs of quality inspection and/or phytosanitary testing, costs of loading and unloading, packaging, transport, insurance and any other costs.
3.5 Any costs involved with the services or duties mentioned in the previous section will be for account of the Buyer.
3.6 The Prices are in euros, unless another currency is stated in the invoice.
4.1 Should the Buyer wish to make use of transport services, it is the Buyers responsibility to indicate this. The Buyer must confirm this in writing within 24 hours of receiving an order confirmation.
4.2 If the Buyer does not stipulate any means of transport as mentioned in section 4.1, the Seller or the Shipping Agent will choose the most customary manner of transport.
4.3 Transshipment and shipment must be carried out efficiently by either the Seller or with use of a Shipping Agent.
5. DELIVERY AND DELIVERY TIME
5.1 Any delivery times quoted are an indication only and may in no event be regarded as being of the essence or strict, unless otherwise expressly agreed in writing. The Seller will not be liable for any loss incurred by the Buyer as a result of delays beyond the delivery time quoted.
5.2 National holidays of any country that influence the order or the delivery time thereof shall not be regarded as a delivery day or be taken into account when quoting the approximate delivery time.
5.3 Should a national holiday interfere with the delivery of an order, the Seller will notify the Buyer of this when quoting the delivery time.
5.4 Should the Seller not be able to perform (part of) an order, he will inform the Buyer as soon as possible. If the Seller is not able to deliver the ordered quantity, he may deliver a smaller quantity or postpone the performance and/or, by mutual arrangement with the Buyer, deliver other products that are similar or of the same value.
5.5 Unless otherwise expressly agreed in writing the Buyer’s warehouse or processing area or any other place indicated by the Buyer will be regarded as the place of delivery.
5.6 If the Buyer has not taken delivery of the products at the agreed time and place, the Buyer will be in default as performance is permanently impossible due to the perishable nature of the products. The Seller will have the power to immediately terminate the agreement.
5.7 Non-performance by the Buyer does not relieve him of his obligation to pay the full Price.
5.8 The Seller will not be liable for any costs for return shipment, storage or other costs incurred by a Shipping Agent as a consequence of non-delivery.
6. FORCE MAJEURE
6.1 In the event of force majeure the Seller may rescind the agreement or temporarily postpone delivery.
6.2 ‘Force majeure’ includes, but is not limited to, circumstances such as civil commotion, war, strikes (even when at the Seller’s), natural disasters, epidemics, terrorism, weather conditions, traffic conditions such as roadblocks, road work or traffic jams, fire, government measures or the such.
7.1 The products will be packaged in the manner that is customary in the flower and plant wholesale trade in such a way as will be determined by the Seller in accordance with sound business practice, unless otherwise agreed in writing.
7.2 Non-reusable packaging will be charged.
7.3 Reusable packaging and other durable material (cardboard boxes, containers, trolleys, etc.), which will remain the Shipping Agents’ property, will also be charged at cost and must be returned to the Shipping Agent.
7.4 If the material is returned in good condition immediately upon delivery, the costs charged will be credited, after deduction of any agreed amount for use, to the Buyer’s account.
7.5 If the Buyer fails to return durable packaging material (trolleys, containers, etc.) within thirty (30) days after delivery, the Seller reserves the right to charge the costs of that material to the Buyer and to recover from the Buyer any further loss incurred to the Seller and/or Shipping Agent and/or Supplier.
7.6 If a deposit is charged, that deposit will be refunded after the material in question has been returned in good condition. The costs of the return shipment will be charged to the Buyer.
8.1 Complaints concerning any defects in products delivered must be notified to the Seller by e-mail or telephone immediately after discovery but at the latest within 24 hours of receipt. The moment of receipt of the complaint by the Seller is decisive. Notification by telephone must be confirmed in writing by the Buyer within two days after receipt of the products. The Buyer or recipient of the products must also note the complaint upon delivery on the transport documents in question.
8.2 A complaint must in any event contain:
(a) a detailed and accurate description, supported by visual evidence, of the defect(s); and
(b) a statement of any other facts from which it can be inferred that the products delivered and the products rejected by the Buyer are one and the same.
8.3 The Buyer is to enable the Seller to investigate, or instigate an investigation of, the validity of the complaints on location and/or to take back the products delivered. The products must be stored in the original packaging.
8.4 Should the Seller ascertain that there is a defect in the products delivered, he will communicate this to the Buyer. The Buyer will receive compensation only for those products that have proven to be defective at a Price that shall not be higher than the Price paid for each respective product.
8.5 Complaints in respect of a part of the products delivered will not entitle the Buyer to reject the entire delivery.
8.6 Once the time limits referred to above have elapsed, the Buyer will be deemed to have accepted the products delivered or the invoice rendered. The Seller will no longer be obliged to handle any claims submitted by the Buyer.
9.1 The Seller is not liable for any loss incurred by the Buyer, unless and to the extent the Buyer proves, that the loss was caused by intent or gross negligence on the part of the Seller.
9.2 Defects concerning any possible phytosanitary and/or other requirements that are applicable in the country of importation do not entitle the Buyer to any indemnification or rescindment of the agreement.
9.3 The Seller is never liable for any consequential loss suffered by the Buyer. Should the Seller nevertheless have to indemnify a loss, liability of the Seller for any loss incurred by the Buyer will not exceed the invoice value of the products delivered to which the claim applies.
9.4 Unless otherwise expressly stated, the products delivered are intended exclusively for decorative purposes and are not suitable for internal consumption. The Seller notes that the products may have harmful effects on humans and/or animals in the event of incorrect use, consumption, contact and/or hypersensitivity. The Buyer must pass on this warning to its customers and indemnifies the Seller against any and all claims from third parties, including end users, in respect of these consequences.
10.1 Payment must be made, at the Buyers’s option:
(a) by invoice before the stated due date, by means of deposit or transfer to the Sellers bank account; or
(b) by online payment; or
(c) by automatic withdrawal.
Any possible bank charges will be for the account of the Buyer.
10.2 Any deposits or bank transfers should be sent to;
IBAN: NL65 RABO 0302519769
SWIFT/BIC code: RABONL2U
10.3 The Buyer may not deduct any amounts from the purchase Price to be paid on the grounds of an alleged claim. The Buyer may not suspend the payment of the purchase Price on the grounds of a complaint about the products delivered.
10.4 The Seller reserves the right to suspend delivery until the date of payment in full.
10.5 The Buyer will be in default upon the expiry of the agreed term of payment. The Seller will then be entitled to rescind the agreement with immediate effect. The Seller is not liable regarding any consequence that this rescindment might entail.
10.6 If the Buyer is in default, the Seller will be entitled to charge interest of 1.5% per month or, should the legal rate be higher, the legal rate on the amount outstanding, as from the due date pf the invoice until the date of payment in full.
10.7 If third parties are instructed to collect overdue payments, the Buyer shall account to the Seller for any court and/or out-of-court costs involved, subject to a minimum of 15% of the outstanding sum, and such sums will fall due immediately.
11. APPLICABLE LAW/DISPUTES
11.1 All agreements to which these General Terms and Conditions apply in full or in part are governed by Dutch law. The provisions of the Vienna Sales Convention are expressly excluded.
11.2 The Buyer may only submit claims in respect of or arising from agreements, to which these General Terms and Conditions apply, to the competent Dutch Court in the territory in which the Seller has its registered office.
12. FINAL PROVISION
12.1 Any cases for which these General Terms and Conditions do not provide will also be governed by Dutch law.
12.2 If and to the extent that any part or provision of these General Terms and Conditions is found to be contrary to any mandatory rule of national or international law, that part or that provision will be regarded as not having been agreed and these General Terms and Conditions will otherwise continue to bind the parties. The parties will then act as if, should they have known of the invalidity of the provision, they had agreed to a valid provision that corresponds with the intentions of the invalid provision, or to a provision comes closest to those intentions.