General purchasing conditions

Article 1: Applicability

1.1 These general terms and conditions of purchase Plants & Flowers Foundation Holland (hereafter: "General Terms and Conditions") apply to all requests, orders, assignments and agreements (including any subsequent, amended or supplementary assignment) relating to the supply of goods and/or the provision of services to Stichting Bloemenbureau Holland, registered with the Chamber of Commerce under number 41151992, trading under the name Plants & Flowers Foundation Holland (hereafter: "Plants & Flowers Foundation Holland"). These General Terms and Conditions also apply for the benefit of all persons working at Plants & Flowers Foundation Holland, third parties engaged, and anyone for whose acts or omissions Plants & Flowers Foundation Holland may be held liable.

1.2 The acceptance of requests, orders or commissions from Plants & Flowers Foundation Holland as well as the execution thereof or an agreement concluded means that the other party to Plants & Flowers Foundation Holland (hereinafter: "the Client") has accepted these General Terms and Conditions. The Other Party expressly waives the applicability of its own general terms and conditions.

1.3 Plants & Flowers Foundation Holland is authorised to make amendments to these General Terms and Conditions. These amendments will enter into force as soon as the Other Party has been notified of the amendment.

Article 2: Offer and conclusion of agreement

2.1 Requests, orders and commissions made by Plants & Flowers Foundation Holland are without obligation, and may therefore be revoked by Plants & Flowers Foundation Holland even after acceptance by the Other Party without being liable to the Other Party.

2.2 Offers made by the Other Party shall be subject to an acceptance period of two months, unless expressly stated otherwise in writing by the Other Party when the offer was made.

2.3 An offer made by the Other Party, if accepted by Plants & Flowers Foundation Holland within the acceptance period, cannot be revoked, unless the Other Party can prove that there was a gross calculation error.

2.4 An invitation to submit an offer does not oblige Plants & Flowers Foundation Holland to award a contract. An agreement is only concluded after Plants & Flowers Foundation Holland has sent an explicit written acceptance to the counterparty.

Article 3: Changes

3.1 If, during the execution of the agreement, it appears that for proper performance it is necessary to change or supplement the goods to be delivered or services to be provided, the parties shall consult on this in good time, including any financial and/or qualitative implications of such a change.

3.2 A change in raw material prices, wages or other cost-increasing factors do not constitute grounds for a price change. Price increases are in that case only possible with the consent of Plants & Flowers Foundation Holland.

3.3 Amendments to, or deviations from, the agreement concluded between Plants & Flowers Foundation Holland and the other party are only possible if and insofar as this has been agreed in a written document signed by both parties. If one or more provisions of these General Terms and Conditions are deviated from, the other provisions will remain in full force.

Article 4: Term of delivery

4.1 Goods and services ordered by Plants & Flowers Foundation Holland must be delivered by the counterparty no later than at the agreed time or within the agreed delivery period. Agreed deadlines and delivery periods should be regarded as deadlines.

4.2 As soon as the Other Party knows or may suspect that the agreed deadline(s) will not be met, it shall immediately inform Plants & Flowers Foundation Holland thereof. The parties will then endeavour to settle the consequences of this delay by mutual agreement.

Article 5: Inspection, warranty and complaints

5.1 Testing, inspection and/or checking of the goods to be delivered or services to be provided by or on behalf of Plants & Flowers Foundation Holland may take place both prior to, during, and/or after delivery, within a reasonable period.

5.2 The Other Party shall cooperate free of charge in the testing, inspection, and/or control, including allowing Plants & Flowers Foundation Holland access to the place of production, processing or storage upon first request. If reasonably possible, Plants & Flowers Foundation Holland will give the Other Party the opportunity to be present during this inspection and/or check.

5.3 The Other Party guarantees and warrants that the goods to be delivered and related documents, and/or services to be performed (where applicable):

a) Are suitable for the purpose intended by Plants & Flowers Foundation Holland and can be used and processed for that purpose;
b) Comply with the agreed specifications, properties and requirements as stated in the assignment or subsequently agreed in writing (including the original design, drawing, briefing, scope of work, model), or - if nothing has been agreed in this respect - with the specifications, properties and requirements that are set for these goods and/or services in trade, or are at least customary; and
c) Are of a high and lasting quality level and comply with the conditions set by or pursuant to applicable laws and regulations, and self-regulatory provisions, including those relating to quality, health, safety, environment, labelling and advertising;

5.4 The Other Party shall repair or replace rejected goods and/or services at Plants & Flowers Foundation Holland's first request. If the Other Party does not properly carry out repair or replacement within a reasonable period to be determined by Plants & Flowers Foundation Holland, or if in view of safety and continuity of the activities of Plants & Flowers Foundation Holland does not have sufficient opportunity to have this carried out by the Other Party, or in the event of continuous delay in the performance of the agreement or part thereof, Plants & Flowers Foundation Holland shall be entitled to return the rejected goods, or if these are not accepted by the Other Party, to destroy them, and repair or replace the goods and/or services or fulfilment in any other way at the expense and risk of the Other Party.

Artikel 6: Ownership and risk

6.1 Ownership of the goods to be delivered passes to Plants & Flowers Foundation Holland upon their actual delivery to the address specified by Plants & Flowers Foundation Holland.

6.2 The risk of goods to be delivered by the Other Party will pass to Plants & Flowers Foundation Holland after Plants & Flowers Foundation Holland has approved the goods pursuant to Article 5.

6.3 The Other Party guarantees that all goods delivered by it will be delivered free of any restriction, (silent) pledge, retention of title, attachment or other encumbrances or rights of third parties.

6.4 Once delivered, the Other Party is not permitted to encumber the goods delivered to Plants & Flowers Foundation Holland with any security right or to establish any other right on them for itself or third parties.

Article 7: Payment

7.1 Unless otherwise agreed in writing, the full invoice amount will be paid within thirty days of the invoice date.

7.2 If Plants & Flowers Foundation Holland objects to the amount or content of the invoice, this shall suspend the payment obligation of Plants & Flowers Foundation Holland for the entire invoice amount until resolution.

Article 8: Confidentiality

8.1 The Other Party undertakes to treat the existence, nature and content of the agreement, as well as all other information in the broadest sense of the word - including, but not limited to, images, texts, digital files and other confidential or company-sensitive material - as strictly confidential and not to disclose or divulge all or part of this information to third parties without the prior written consent of Plants & Flowers Foundation Holland. The Other Party shall take all necessary and reasonable measures to guarantee the confidentiality of this information.

8.2 The Other Party may only use the information referred to in Article 8.1 for the execution of the agreement. Use for any other purpose, directly or indirectly, is expressly prohibited without the prior written consent of Plants & Flowers Foundation Holland.

8.3 The obligations under this article remain in force after termination of the agreement, regardless of the reason for termination.

Article 9: Intellectual property rights

9.1 The Other Party expressly acknowledges that all present and future intellectual property rights, including but not limited to copyrights, trademark rights, design rights and database rights, belong to Plants & Flowers Foundation Holland or its licensors, and will refrain from any act that could affect, challenge or otherwise compromise these rights.

9.2 All intellectual property rights to works developed, manufactured or produced by the Other Party in the context of the performance of the agreement (including, but not limited to, copy, content, digital files, drawings, illustrations, websites, data files, photography, films and other similar works) shall belong fully and exclusively to Plants & Flowers Foundation Holland.

9.3 If and insofar as any intellectual property right is not held by Plants & Flowers Foundation Holland by operation of law, the Other Party undertakes to transfer these rights to Plants & Flowers Foundation Holland free of charge on first request and, insofar as necessary, to cooperate in the transfer and/or registration of these rights.

9.4 The Other Party guarantees that the products and/or services supplied do not infringe any third-party rights and indemnifies Plants & Flowers Foundation Holland in full against any claims by third parties for (alleged) infringement of intellectual property rights.

Article 10: Engagement of third parties

10.1 The Other Party is entitled to engage third parties in the execution of the assignment. The choice of third parties to be engaged by the Other Party will be made in consultation with Plants & Flowers Foundation Holland and with due care.

10.2 The engagement of third parties will always take place at the expense and risk of the Other Party, which indemnifies Plants & Flowers Foundation Holland against any resulting damage.

Article 11: Termination

11.1 Plants & Flowers Foundation Holland is at all times entitled to fully or partially terminate the agreement, even if the agreement is for a definite period or ends by completion. The notice period is one month. In the event of termination, Plants & Flowers Foundation Holland shall only be obliged to compensate for costs incurred and work performed. Plants & Flowers Foundation Holland is not liable for any damage suffered by the other party as a result of the termination.

11.2 Without prejudice to all other rights and claims available to Plants & Flowers Foundation Holland on the basis of the law and the agreement, including the right to claim compensation for damage, costs and interest and to suspend its own obligations, Plants & Flowers Foundation Holland is entitled to terminate or dissolve all or part of the agreement without judicial intervention by means of a written statement with immediate effect, without being liable to the Other Party, if:

a) The Other Party fails to deliver goods and/or services in full or in part at the agreed time in accordance with Article 4 (term of delivery);
b) The Other Party violates Article 8 (confidentiality);
c) The Other Party, other than in cases in which the Other Party is immediately in default or notice of default may be omitted in accordance with the law, fails to remedy a shortcoming in the fulfilment of these General Terms and Conditions and/or the agreement within a period of seven days, after the Other Party has been given notice of default by Plants & Flowers Foundation Holland and has been given the opportunity to still properly fulfil its obligations;
d) bankruptcy has been applied for in respect of the Other Party, the Other Party is declared bankrupt or is granted a suspension of payments, whether provisional or not, or an application to that end has been made;
e) the Other Party has taken a decision to dissolve the legal entity or company, or the Other Party merges, splits up or transfers all or part of its business in any way, or the control of the Other Party is vested in a party other than at the time when the agreement was concluded, and this could reasonably harm the interests of Plants & Flowers Foundation Holland;
f) Actions are carried out by the Other Party, its employees or third parties engaged by it that are punishable or contrary to the law;
g) Actions are carried out by the Other Party, its employees or third parties engaged by it that may cause (reputational) damage to Plants & Flowers Foundation Holland, so that Plants & Flowers Foundation Holland cannot reasonably be expected to continue the agreement.

11.3 In the event of a full or partial dissolution by Plants & Flowers Foundation Holland pursuant to this Article 11, Plants & Flowers Foundation Holland shall not owe any compensation to the Other Party for any performance not carried out by the Other Party. Any undue payments made to the Other Party shall be repaid by the Other Party to Plants & Flowers Foundation Holland on demand, plus statutory interest.

Artikel 12: Force majeure

12.1 The parties may invoke force majeure if their failure to comply with these General Terms and Conditions and/or the agreement cannot be attributed to their fault, nor can it be attributed to them by law, legal act or generally accepted practice. Force majeure shall not include non-performance or non-timely performance of the obligations assumed by a third party towards the Other Party.

12.2 In the event a party invokes force majeure, the other party must be notified thereof in writing, giving reasons and the necessary documentary evidence leading to the force majeure. If the force majeure situation continues longer than sixty days, the parties shall have the right to terminate the agreement without being liable to the other party for that purpose.

Article 13: Applicable law and disputes

13.1 These General Terms and Conditions and all agreements for the delivery of products and/or the provision of services, as well as all price requests for them, are governed by Dutch law, with the explicit exclusion of the Vienna Sales Convention.

13.2 All disputes related to or arising from these General Terms and Conditions and all agreements for the delivery of products and/or the provision of services shall initially be attempted to be settled by mediation in accordance with the MfN Mediation Regulations, before initiating legal proceedings.

13.3 Should mediation as referred to in the previous paragraph not lead to a solution, the dispute will be submitted to the competent court in the district of Haarlem.

13.4 Plants & Flowers Foundation Holland is at all times entitled to request a preliminary injunction from the competent court in the district of Haarlem.

Article 14: Final provisions

14.1 If one or more provisions in these General Terms and Conditions prove to be void or unenforceable, the remaining provisions will remain in force and, for the unenforceable provision, the parties will reach a new arrangement that approaches the intention of the original provision as closely as possible.

14.2 The Other Party may not transfer its rights or obligations under the agreement to another party without the written consent of Plants & Flowers Foundation Holland.