Conditions générale

STANDARD TERMS AND CONDITIONS

VAN GEEST NURSERIES B.V.
VAN GEEST FLOWERBULBS B.V.
DUTCH GARDEN WORLD B.V.
TOP SCORE FLOWER BULBS LTD.

The Dutch companies of Van Geest Nurseries B.V. (including B.O.L. Point), Van Geest Flowerbulbs B.V., Dutch Garden World B.V. and the UK company Top Score Flower Bulbs Ltd. (including Cash & Carry) are referred to as Van Geest in these standard terms and conditions.

Van Geest is in particular involved in the worldwide purchase and sale, import and export, warehousing and transhipment of flower bulbs, perennials, rose bushes, shrubs, trees and associated products.

Van Geest sells its products to order from its branches and shops in Lisse, the Netherlands, such as in the Keukenhof, and in Spalding, England. These standard terms and conditions also apply to direct orders from consumers via the internet whereby in particular article M applies.

Van Geest states first and foremost that it will always endeavour to satisfy its customers by, inter alia, complying with agreements made and by delivering consistent and high quality products and services.

A. Definitions

1. Van Geest: the users of these standard terms and conditions of Van Geest Nurseries B.V. (including B.O.L. Point) with Dutch Chamber of Commerce no. 28089074, Van Geest Flowerbulbs B.V. with Dutch Chamber of Commerce no. 27225041 and Dutch Garden World B.V. with Dutch Chamber of Commerce no. 34016886, all based at the Heereweg 439 in Lisse (2161 DB), The Netherlands, tel. +31 (0)252-240050, mail info@vangeest.net, as well as Top Score Flower Bulbs Ltd. with UK Company no. 50115, based in Spalding, England.
2. Customer: the customer, a legal or natural person who puts in an order for a Delivery with Van Geest.
3. Agreement: all agreements between Van Geest and the Customer relating to the Delivery, including these Conditions.
4. Offer: a proposal of Van Geest to an Agreement.
5. Order confirmation: the confirmation of the Agreement by Van Geest.
6. Conditions: these standard terms and conditions of Van Geest.
7. Delivery: the products such as flower bulbs, perennials, shrubs, trees and other plant material and associated products sold and delivered or to be delivered by Van Geest to the Customer on order or through counter sales.

B. Applicability

1. The Conditions apply to all communication and transactions between the Customer and Van Geest and form part of the (formation of the) Agreement.
2. The Conditions have been handed and/or sent to the Customer by Van Geest and the Customer has received, read and agreed to them before the Agreement.
3. In the unlikely event article B.2. has not taken place, the Customer shall notify Van Geest immediately that he/she has not received the Conditions before the Agreement and/or does not agree to them. In that event the Agreement lapses immediately and all performed obligations are reversed.
4. If the Customer has not acted in accordance with article B.3 within 5 working days after the Order Confirmation, article B.2 is deemed to apply.
5. Any possible conditions of the Customer do not apply to the transaction with Van Geest and do not form part of the Agreement.
6. Departures fro and additions to the Conditions are only valid if recorded in writing and furnished with a date and the signature of Van Geest.
7. The Conditions always prevail, even if third parties engaged in the transaction between the Customer and Van Geest such as a broker or wholesaler use their own standard terms and conditions. Those standard terms and conditions only apply if and insofar they do not conflict with the Conditions and/or interests of Van Geest.
8. If any article of the Conditions is void, the remaining articles remain in full effect and Van Geest shall replace the void article with a valid article.
9. In the event of a conflict or a question of interpretation between the English translation of the Conditions and the Dutch text, the Dutch text prevails.

C. Offer / Agreement / Order Confirmation / translation

1. An Offer (oral and written) is without obligation and is valid for 14 days.
2. The Agreement is formed by the acceptance of the Offer by the Customer or by payment or acceptance of the Delivery of Van Geest by the Customer, unless Van Geest notifies the Customer by return that no Agreement has been formed, in the event of article H.2 for example or if the Delivery is not available.
3. Van Geest can refuse an order from the Customer without having to state reasons.
4. Van Geest can provide the Customer with an Order Confirmation which is then decisive for the content and interpretation of the Agreement.
5. If the Customer does not have a command of the Dutch language and this is known to Van Geest, an English translation of the Conditions shall be made available to the Customer.
6. Van Geest determines the manner of performance of the Agreement and is entitled to engage third parties to this end.

D. Identity

1. The Customer shall, on demand by Van Geest, provide Van Geest with a copy of a valid proof of identification of the authorised signatory and a recent extract from the commercial register of the Chamber of Commerce.
2. In the event of obscurities/inaccuracies relating to the signature or the authority of the signatory of/on behalf of the Customer, the Customer, the contact person, the signatory and the authorised signatory are all personally and jointly and severally liable for the performance of the Agreement.

E. Amendments / cancellation of the Agreement

1. If the Customer wishes to amend the Agreement, Van Geest shall make endeavours to comply with this without being able to guarantee it. Article C applies to the amendment and any possible invoices already sent remain valid.
2. If the amendment means a restriction of the Agreement, the Customer shall in any event be obliged to pay Van Geest the full invoice amount of that which has been specifically bought in for the Customer and/or packaged or the Delivery already shipped to him/her.
3. In the event of an amendment to the Agreement before July, the Customer also owes Van Geest 25% and from 1 July 75% of the invoice amount of the cancelled Delivery as compensation for costs, loss and lost turnover.
4. Van Geest can amend and/or cancel the Agreement if the Delivery is at any time not available.
5. Article L.1 applies.

F. Obligations of Van Geest

1. Although Van Geest is under a best efforts obligation, it cannot guarantee the result the Customer desires.
2. Van Geest shall respect the natural characteristics of the Delivery and observe all due care and applicable regulations.
3. Van Geest shall ship the Delivery at the right time for use by the Customer.
4. Van Geest shall advise the Customer as far as possible of any inaccuracies, impossibilities or complications in respect of his/her desired Delivery.

G. Obligations of the Customer

1. The Customer enables Van Geest to perform the Delivery by taking receipt of such on the notified dates and times.
2. The Customer ensures and is responsible for:
   - The required approvals and licences, such as those relating to import;
   - The required transport and warehousing capacity;
   - The validity of its payment means and payment commitments, sufficient creditworthiness and a positive credit balance;
   - All relevant information for the performance of the Agreement, including changes in its business operations and business location.
3. Article L.1 applies.

H. Price / security / payment / interest / (legal) costs

1. The prices stated by Van Geest are in Euros, GBP or US$ and are exclusive of VAT, shipping costs, transport costs, payment costs and other costs unless the Offer or Order Confirmation states otherwise.
2. Van Geest can at any time and at its discretion change its prices, even if there is already and Offer in place. Article C.2 applies.
3. Van Geest determines the moment and the manner of payment by the Customer for the Delivery such as by way of advance, via IDeal, electronic banking, payment by bank card, direct debit, cash on delivery, by invoice etc.
4. The Customer shall comply with these payment conditions of Van Geest, failing which Van Geest shall not carry out the Delivery.
5. In the event of an invoice, the Customer shall pay such within 8 days after the invoice date.
6. In the event of late payment of its invoice, Van Geest is entitled to suspend the performance of the Delivery and/or terminate the Agreement.
7. In the event of late payment, the Customer is in default by operation of law and shall pay Van Geest 1.5% collection interest per (part of a) month and 15% collection charges on the unpaid invoice.
8. Payments by the Customer are offset with his/her oldest debt to Van Geest.
9. In the event of (collection) proceedings, the Customer owes, in addition to collection interest and collection costs, the integral costs of legal representation to Van Geest insofar these exceed the contractual collection costs or the payment of extra-judicial costs pursuant to the Voorwerk II Report.
10. The parties explicitly agree that they put the Voorwerk II Report aside to that extent.

I. Retention of title

1. Van Geest remains the owner of all Deliveries to the Customer until such time the Customer has paid all outstanding invoices of Van Geest. The ownership of the Deliveries transfers to the Customer the moment Van Geest has irrevocably received all payments.
2. The Customer is responsible for this from the moment of Delivery. Van Geest, can have the Customer sign a delivery note to this end.
3. During the retention of title, Van Geest can on its own initiative, reclaim and retrieve the Delivery from the Customer in the event of non-payment, a (petition) for bankruptcy, a moratorium, debt restructuring or any attachment against the Customer for example.
4. During the retention of title, the Customer shall keep the Delivery of Van Geest with due care and insure it against theft, fire etc, and not sell it on or use it as security.
5. If the Customer acquires a claim on the insurance in respect of the Delivery made subject to retention of title, the relevant pay out, plus any possible excess, shall accrue to Van Geest.
6. Article L.1 applies.

J. Intellectual property rights

1. Van Geest, as the owner or licensee of the intellectual property rights relating to the Delivery is, to the exclusion of the Customer, authorised and entitled to exercise these rights. This includes all promotional material, means of communication, packaging material, websites, photographs, trade marks, trade names, communications and images in any form whatsoever.
2. Without the explicit consent of Van Geest, the Customer is not entitled to: (licence) use these intellectual property rights by disclosing or reproducing the objects of these rights in any way whatsoever.
3. The Customer shall in respect of any intended use of the intellectual property rights request the express prior written consent of Van Geest, without such consent it will omit any use.
4. The Customer shall notify Van Geest immediately if he/she becomes aware of any use of the intellectual property rights of Van Geest by (a) third party/parties.
5. If the Customer breaches this article J, he/she immediately owes Van Geest, without any recourse to the court being required, a penalty of  € 5,000 per breach and for each day the breach continues.

K. Inspection/complaints

1. The Customer shall inspect the Delivery immediately on receipt.
2. The Delivery is deemed to be correctly carried out if the Customer has accepted such, taken it into use or 5 working days have passed since the receipt of the Delivery without any complaint.
3. The Customer shall notify Van Geest of any visible complaint within 24 hours after receipt of the Delivery and substantiate such in writing within 5 working days with, inter alia, photographic material.
4. In the event of a complaint, the Customer shall keep the Delivery to which the complaint relates available for inspection by or on behalf of Van Geest and he/she shall follow all instructions by Van Geest and allow it to assess the complaint.
5. In the event of a complaint, the Customer shall demonstrate that he/she has observed the necessary care and expertise in respect of the use of this Delivery.
6. The Customer shall notify Van Geest in writing of a complaint relating to an invoice, payment or debit entry within 5 days after the invoice or the event.
7. Van Geest shall assess a complaint immediately and if necessary/possible resolve it in consultation with the Customer.
8. Complaints do not entitle the Customer to (partly) terminate the Agreement or suspend payment.
9. Complaints submitted too late or which cannot be assessed by Van Geest are not processed and cannot lead to refunds, crediting, a replacement Delivery or liability of Van Geest.

L. Liability/force majeure

1. The Customer is liable for loss suffered by Van Geest as a result of the Customer not performing its obligations under the Agreement.
2. Van Geest is not liable for (consequential) loss as a result of the Delivery to/at the Customer or third parties, unless covered by the insurance of Van Geest or is the result of its intention or gross negligence.
3. The Customer shall recover loss resulting from the Delivery from its own insurance and indemnifies Van Geest against claims for compensation by third parties.
4. The liability of Van Geest is limited to the net invoice amount for that part of the Delivery where the loss occurred, or the sum paid out by the insurance of Van Geest if such a sum were higher.
5. Van Geest is not liable for loss as a result of an impossible Delivery or as a result of failures or defects by third parties.
6. Due to natural and/or living nature of the Delivery, Van Geest is not liable if the Delivery does not to have the characteristics as was expected by the Customer.
7. Van Geest is not liable if due to force majeure, being circumstances or events outside its control, it cannot comply with the Agreement. In that case it can suspend the Delivery or terminate the Agreement at its discretion.
8. These circumstances and events include inter alia: war, natural disaster, fire, power grid failures, accidents, strikes, etc.

M. Internet sales

1. Internet sales by Van Geest and/or of a Delivery always takes place via the website of Van Geest whether or not after a link via a website of a broker or wholesaler.
2. In the event of internet sales of a Delivery other than via the website of Van Geest it is deemed not to be a Delivery by Van Geest. In that event, the relevant internet seller and customer are themselves responsible and liable for such. Insofar this means that the Conditions are not applicable and/or void and/or voidable, the consequences of this are for the account and at the risk of the relevant internet seller and customer. In that event Van Geest is not liable for (complaints relating to and/or loss resulting from) the Delivery.
3. The Conditions apply unimpaired and in full to internet sales of the Delivery of Van Geest. In the event of any conflict between article M and another article of the Conditions, article M prevails.
4. The Conditions are offered in Dutch and English via the website of Van Geest. Article B.9 applies.
5. In the event of internet sales, Van Geest has, in supplementation to article B.2, enabled the Customer to take note of the Conditions, to download such and/or print them via its website. By putting in an order for a Delivery, the Customer confirms that he/she has taken notice of the Conditions and has agreed to them. Article B. applies.
6. In the event of an order by the Customer for a Delivery by Van Geest, via a broker or wholesaler who organises the invoicing and payment of the Delivery, the payment conditions of such broker or wholesaler apply between him/her and the Customer whilst the Conditions apply between Van Geest and the broker or wholesaler.
7. As the Delivery is of a natural and/or living nature, neither internet sales nor Deliveries abroad can be returned to Van Geest and the statutory provisions relating to consumer protection, distance purchase, cooling-off period and/or trial period do not apply and therefore Van Geest are under no circumstances obliged to take back the Delivery and/or replace such and/or pay compensation for loss and/or credit a payment and/or make a refund.
8. Any complaint in accordance with article K and any liability of Van Geest, insofar there would be any cause for such in accordance with article L, does not arise in respect of internet sales.
9. Article C.3 (refusal of an order) and article E.3 (cancellation) expressly apply.
10. In the event of internet sales via the website of Van Geest and without a broker or wholesaler, Van Geest provides the Customer as far as possible via the internet or an e-mail with an Order Confirmation which is then decisive for the content and interpretation of the Agreement, subject to obvious mistakes and obvious written errors.
11. In accordance with article H.1, Van Geest can, in respect of a Delivery, charge certain costs such as packaging and/or shipping and/or insurance costst to the Customer.

N. Privacy

1. Van Geest respects and protects the privacy of all personal details of the Customer as well as the applicable statutory regulations.
2. Insofar Van Geest keeps and/or stores personal details of the Customer, it shall only do so in order to offer the service and correctly complete the Delivery.
3. Insofar Van Geest wishes to keep and use the personal details of the Customer for future direct communication with him/her, it shall request his/her written consent in advance, record and/or keep proof of this, and enable him/her to terminate this consent at any time.
4. Van Geest shall never keep and/or use the personal details of the Customer for different purposes than set out in article N.3 and shall never make them available to third parties unless after the express written consent of the Customer.

O. End of the Agreement

1. If the Agreement applies for a one-off or a fixed-term, it terminates by operation of law as soon as the Delivery has taken place or the term has expired, without any notice to terminate being required.
2. The Agreement ends in any event through termination in the interim for well-founded reasons such as in accordance with article E.3, article H.6, and article L.1.
3. Notice to terminate must be in writing.

P. Applicable law/competent court

1. The Agreement and all disputes arising from such are governed by Dutch law.
2. Any dispute relating to the Agreement shall be submitted to the competent court in the district of The Hague.

These conditions have been filed with the Dutch Chamber of Commerce in The Hague and the Chamber of Commerce in London, England, under the entries of the companies of Van Geest.