General Terms and Conditions for Roobos B.V.

drawn up by the executive board of Roobos B.V. , registered at the Chamber of Commerce in Amsterdam under number 40596609.

I GENERAL
1. These General Conditions apply to all offers made by the wholesaler (hereinafter referred to as "seller") and to all agreements made between seller and a client (hereinafter referred to as "purchaser"), as well as the execution of these agreements.
2. Any deviation from these General Terms and Conditions should be agreed upon by parties in writing. These deviations will be given priority upon these General Conditions.

II OFFERS/AGREEMENT
1. Offers are not binding, unless they contain a time limitation. If an offer contains a non- binding offer and this is accepted by the buyer, seller has the right to withdraw the offer within 24 hours of receiving the acceptance.
2. An agreement is concluded at the moment of the explicit acceptance of the order by the seller on a in the sector customary manner.
3. Offers are unique and do not apply for backorders.

III PRICES
1. The prices are generally determined by the acceptance of the order.
2. The prices are determined by Roobos B.V.
3. In the price are no turnover tax (VAT), customs duties, other taxes and charges, costs of quality control and/or phytosanitary research, cost of loading and unloading, packing, transport, insurance, and such included.
4. The prices are quoted in euros, unless the invoice states a different currency.

IV SUPPLY AND DELIVERY TIME
1. Delivery times stated by the seller are indicative and the buyer is by excess not entitled to dissolution or compensation, unless the parties have agreed otherwise in writing.
2. If seller (partially) does not fulfil its obligation to comply, he will inform the buyer as soon as possible. When he is not able to supply the entire quantity ordered, he is entitled to a partial delivery or the suspend the execution of the agreement and/or to deliver in consultation with the buyer other equivalent or similar products.
3. Unless otherwise agreed in writing, the place of delivery is the storage or processing area of buyer, or another designated location by the buyer.
4. Carriage paid delivery shall be made only if and to the extent that seller has mentioned this on the invoice or order confirmation. General Terms and Conditions Roobos B.V. September ‘15

5. Seller reserves the right not to execute orders if the buyer has not paid a previous delivery in full within 8 days.
6. In case that the buyer doesn’t collect the ordered products ordered on the agreed time, the risk of quality loss is for the buyer. The ordered products will be available to him, and will be stored for his account and risk.
7. However, if after expiration of a limited retention time, which can be considered reasonable for the product group, and the buyer hasn’t collected the products and to prevent the risk of loss and/or deterioration of the products the seller can decide that intervention is required in order to prevent damage as far as possible. The seller is then entitled to sell the products.
8. Failure to comply any part of the agreements by the purchaser does not discharge him from the obligation to pay the full purchase price.
9. Seller is not liable for any damage as a result of failure to deliver.

V FORCE MAJEURE
1. Seller may in the case of unavoidable casualty (partially) dissolve the agreement, or temporarily suspend the delivery.
2. Under force majeure is understood, in any case, but not exclusively, circumstances such as domestic unrest, war, strike (also at the supplier), natural disasters, epidemics, terrorism, weather conditions, traffic conditions such as roadblocks, road works or files, fire, state measures or similar events.

VI PACKAGING
1. Packaging shall be conducted in the usual manner by the flowers and plants wholesalers and shall be determined by the seller as a good merchant, unless the parties have agreed otherwise in writing.
2. One-time only packaging will be charged at cost.
3. Returnable Packages and other durable materials (cardboard boxes, containers, bunk cars, etc. ), which remain the property of seller, shall also be charged at costs and are to be returned to seller. If the materials return in a correct state within 30 days, the costs of the transport will be credited, potentially diminished with an agreed upon figure for the usage/ rental.
4. With regard to durable packaging material (stacking trolleys, containers, etc.) which are on by the buyers, the seller reserves the right, if the return of the material doesn’t take place by the buyer, the seller will charge the cost of this materials and in any case further damage caused by the buyer.
5. If a deposit is charged, this will be refunded after the material is returned in good condition. The cost of the return transport are to be charged to buyer.

VII COMPLAINTS
1. Complaints concerning visible defects in products delivered must immediately after discovery, or at least within 24 hours of receipt of the goods to the seller be reported. Decisive here is the time of receipt by seller. Visible defects must also be noted immediately upon delivery on the shipping documents. General Terms and Conditions Roobos B.V. September ‘15

2. Complaints concerning non-visible defects in products delivered must be notified immediately after discovery to the seller and, if the notice is not in writing, within 24 hours after the communication, to be confirmed in writing via the claim- module.
3. A complaint must contain at least: a detailed and accurate description of the defect; b. statement of any other facts from which it may be deducted that the products delivered and the products rejected by the buyer are identical; c. bright and clear pictures of the defect.
4. Seller must always be given an opportunity to the accuracy of the complaints concerned on the spot investigations and / or to take back the delivered. The products must be kept available in its original packaging.
5. Complaints regarding a portion of the delivered products can’t be a reason to reject the entire delivery.
6. Upon expiration of the time period referred to above the buyer is considered to have approved the invoice. Complaints by seller will then no longer be considered.

VIII LIABILITY
1. Seller is not liable for any damage suffered by the buyer, except and insofar as buyer proves that there is intent or gross negligence on the part of the seller.
2. Defects of any phytosanitary and / or other requirements of the importing country that are in effect give the buyer no right to damages or rescission of the contract, unless the buyer prior to or at the time of concluding the agreement in writing on has informed the seller of these requirements.
3. Seller shall in no event be liable for damages, delay damages, lost profits, business interruption loss or other consequential damages by the buyer. If the seller nevertheless obliged to compensate its damage, the seller's liability is expressly limited to the invoice value, excluding VAT, regarding the part of the delivery to which the loss relates.
4. Unless otherwise stated expressly, the products delivered are intended exclusively for decorative purposes and are not suitable for internal use. Seller notes that the products with incorrect use, consumption, contact and / or hypersensitivity may lead to harmful effects on humans and / or animals. The buyer has the obligation to pass on this warning to its customers and indemnifies the seller against any claims of third parties, including end users, in respect of these consequences.

IX PAYMENT
1. Payment must be made by automatic payment. In consultation with the management of Roobos Bloemenexport exceptions can be made in individual cases. Any bank charges will be passed on to the buyer.
2. The buyer is not entitled to deduct amounts on the purchase price for a counterclaim that he may have made. Buyer can’t postpone paying the purchase price on the basis of a complaint about the products delivered.
3. Buyer will be in default upon the expiry of the agreed payment. Seller is then entitled to terminate the agreement with immediate effect by a single notification to buyer (express termination clause). Seller's isn’t any compensation due to the buyer in regard to the consequences that this could imply for the buyer. General Terms and Conditions Roobos B.V. September ‘15

4. Seller is entitled to charge interest of 4% per month in default of the buyer, or if it should be higher, the legal interest from the due date of the invoice until the date of full payment.
5. Seller is also entitled to charge the loss suffered by exchange loss by failure to pay by the buyer.
6. If payment is to be effected by third parties, the ensuing judicial and / or extrajudicial costs - to a minimum of 15% of the outstanding sum – is immediately due and payable by the buyer.
7. If payment by deposit or transfer by bank cannot be effected by blame of the buyer or his bank, all the ensuing costs will be due and payable by the buyer.

X RETENTION
1. All delivered products remain the property of the seller until all claims of the seller against the buyer have been paid in full.
2. As long as the products are not paid the buyer may not pledge or otherwise use them as security deposit. If third parties (wish to) claim these products, or whether these desires to win these in another way, seller has the obligation to immediately inform the buyer.
3. In exercising the rights of the seller from the purchaser retention will always fully cooperate, at the first request and at his own expense. Buyer is responsible for all costs incurred by the Seller in connection with its retention of title and any related actions should take, and suffers for all direct and indirect damage seller.
4. With regard to products intended for export shall apply from the moment of arrival of the products in the country of destination with their current property law consequences related to retention. Then applies, when the relevant law is possible, in addition to in items 1 / m 3 set: a) In case of default by the buyer the seller is entitled to the products delivered and of the relevant packaging and transport materials, to immediately retain and to dispose of at its discretion. When the law prescribes this implies termination of the agreement. b) Buyer has the right to sell the products in the ordinary course of its business. He hereby assigns all claims that it may acquire by selling to a third party. Seller hereby acknowledges this assignment and reserves the right to collect the claim itself as soon as the buyer does not properly fulfil its payment and, if the need arises, in default. c) Buyer has the right to process the products in the ordinary course of its business, whether or not together with products that do not originate from seller. In proportion to the products of the seller are part of the negotiated agreement, the seller acquires (co-) ownership of the new agreement that buyer hereby assigns to the seller and the seller accepts. d) Where the law requires that a part of the stipulated security must be abandoned upon request by buyer in cases where these exceed the value of any outstanding claims by a certain percentage, seller thereto so as soon as buyer so requests and this to be proven by the accounting of the buyer.

XI GOVERNING LAW / DISPUTES
1. All agreements and offers to which these Terms and Conditions are expressly excluded in whole or in part to the Dutch law and the provisions of the Vienna Sales Convention.
2. Disputes relating to or arising from offers and / or agreements to which these conditions apply can be submitted by the buyer only to the Dutch court that has jurisdiction in the area where seller is established. Seller has the right to choose to submit disputes to the competent court in the area where the buyer is located. General Terms and Conditions Roobos B.V. September ‘15

3. Notwithstanding the provisions of subparagraph XI 2. seller and buyer can agree to submit any dispute to an arbitration tribunal operating under the Arbitration Rules of the Dutch Arbitration Institute, whose decision will be accepted by both parties as binding.

XII FINAL DETERMINATION
1. In those cases in which these Terms and Conditions do not provide will also be governed by Dutch law.
2. If and to the extent that any part or provision of these Terms and Conditions according to the Dutch law would be invalid in regard of violation of any mandatory provision, the remaining provisions of this agreement continue to bind the parties. Instead of the invalid provision and act as if the parties had known of the invalidity of the provision, which is the purpose of the invalid provision corresponding provision agreed, or a provision that comes closest to that intention.

Honselersdijk, 08/2019