General Terms and Conditions of Sale of  F. Stoop BV as filed with the Chamber of Commerce in Alkmaar under dossier number 37032027.

Clause 1.    Definitions
1.    Under ‘The Company' there is in these Conditions referred to F. Stoop BV.
2.    Contact address:
Postbus 12
1738 ZG WAARLAND
    Trade register number: 3703207
    Also trading under the brand name of ‘LASTO'.

3.    Under ‘The Buyer' there is, in these Conditions, pertained to the legal person or entity with which F. Stoop BV will be concluding or has concluded an agreement. This company or legal person makes use of the services of  F. Stoop BV, as well as each buyer, lessee and in the general sense, each person with whom/ which the seller enters into an agreement.

4.    Under 'The Seller' there is implied, the natural or legal person, whose company engages in the delivery of flower bulbs, the provision of services and the concluding of transactions. All being in the broadest sense, including that of the purchase and sale of flower bulbs and/ or related products.

Clause 2.    Applicability
1.    These General Conditions are applicable over all offers as made by the seller, as well as all by the seller accepted orders and concluded agreements, including that of the implementation thereof. Diverging provisions are required to have been expressly agreed in writing and are considered to have supplemented these conditions.

2.    An agreement, which has been entered into through the mediation of a representative or other intermediary, binds the seller as soon as he/ she has confirmed this in writing.

3.    The seller is free to either or not exercise his/ her rights pursuant to these general sale and delivery conditions, without this forming the grounds of any claimed right of the other party.

4.    By a divergence from these general sale and delivery conditions, there may only be an appeal to same if this has been expressly confirmed by the seller.

5.    If the buying or selling is effectuated under the trading regulations for the flower bulbs sector, then these general conditions are supplemental to this.

6.    If the buying or selling is effectuated under the auction regulations of the CNB* or HOBAHO*, then these general conditions are supplemental to this.

7.    If clause 5 and 6 are not applicable, then these general conditions are fully in force over all transactions.
* Brokers of the Dutch flowerbulb auctions

Clause 3.    Offers and Prices
1.    Offers are non-obligatory unless these comprise an acceptance period. If an offer comprises an offer without commitment and this is accepted by the buyer, the seller has the right to retract the acceptance of the offer from the buyer within 5 working days after receipt thereof.

2.    The prices are exclusive of BTW (*VAT) and agreed costs, including that of: packaging (material) costs, cooling costs, costs of quality control and/ or phytosanitary examination, import duties, governmental and other public-law imposed levies as well as plant breeders legal and any other remunerations.

3.    The prices are required to be quoted in euros.

4.    If the company agrees to a specific price with the buyer, the company is, up to after the conclusion of the agreement and before the agreed point in time of delivery, entitled to pass on increases in the wages or other price-determining factors.

5.    Price increases arising from supplementations and changes to/ of the order are at the expense of the buyer.


Clause 4.    Reserved orders
1.    Reserved orders are orders that are booked without a specified dispatch date. Of these reserved orders, there can at the indication of the client the partial forwarding of that reserved be effected.

2.    The Conditions of these reserved orders are the same as for the "regular orders", except for the fact that the reserved order has to have been booked at a fixed date of dispatch before 1 October of the year following the crop year. If this should not be the case, then the seller has the right to invoice the reserved order and to demand payment for this by return.

Clause 5.    Force Majeure
1.    Force majeure implies: each circumstance which falls outwith the direct sphere of influence of the seller, through which the fulfilment of the agreement can in all reasonableness not be complied with anymore, such as for example, industrial action, war, fire, water, frost and storm damage, sit-down strike, failed crop, disruptions in the supply of energy, all both within the company of the seller as well as at third parties that act as supply companies, or also on account of government measures.

2.    If due to force majeure the delivery can not be effectuated by the seller, then the seller is required, at the earliest opportunity, to inform the buyer of this by fax, e-mail or registered letter. The notification is to (timely) take place in such a manner that the buyer is afforded the best opportunity, if so desired, to ensure an alternative delivery.

3.    In the event that delivery is impeded on account of force majeure, then the parties will be obligated toward a joint consultation concerning the consequences thereof, viz. the entire or partial dissolution of the agreement or tat of a suspension.

4.    The company reserves the right to invoke force majeure, if the circumstance that impedes (further) fulfilment is incurred after that the company had to have complied with its obligation.

5.    If delivery is impeded due to force majeure and the parties do not reach a collective  determinative option within a reasonable period of time, then the seller will be entitled to select the option to be taken. In the event that the seller opts for a suspension, such that the delivery takes place at more than 14 days after the originally agreed delivery date, then the buyer will be entitled to notify in writing that the agreement is considered to have been dissolved.

6.    The delivery and other obligations of the company will be suspended during the period of force majeure. If the period, during which through force majeure the company is unable to fulfil its obligations exceeds more than 8 weeks, both parties will be entitled to dissolve the agreement, without in this event there being any obligation toward compensation for loss or damage.
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Clause 6.    Unforeseen circumstances at buyer
1.    In the event of unforeseen circumstances which are of such a grave nature that the seller, having due regard to reasonableness and equity, may not expect that the concluded purchase contract continues to exist in an unmodified manner, the parties will enter into consultation with regard to a modification of the purchase agreement or that of the entire or partial dissolution of the contract of sale.

2.    If the parties are not in agreement as to modifications or dissolution within 10 days after the written notification of the referred to circumstances, then any party can, if so desired, make appeal to a competent court of law.



Clause 7.    Delivery and Transport
1.    Delivery is considered to have taken place at that moment in time that the flower bulbs have in actuality been made available to the buyer at the agreed location. Deliveries are effected Ex Works unless otherwise has been expressly agreed in writing.

2.    Before that moment in time of the purchase and sale, the buyer is entitled to inspect the lot to be delivered prior to its dispatch.

3.    The agreed times for delivery apply under the reservation that the lot to be delivered is in stock. The exceeding of this period does not afford the buyer grounds toward a dissolution of the purchase agreement and/ or compensation for loss or damage.

4.    If no agreements have been made between the seller and the buyer, the seller will arrange for transport to the best of its ability. The transport costs will be charged to the buyer.

5.    Transport, as well as storage after the agreed delivery date, takes place at the expense and risk of the buyer. If the buyer does not furnish directions for the shipping, then the buyer will be considered to have agreed to the sellers' usual handling method for this.  

6.    The given times of delivery will not be considered as deadlines, unless there has been expressly agreed otherwise. If the aforesaid should not be the case, then by an untimely delivery, the seller will accordingly, in writing, be held at default, whereby the buyer will have to provide to the seller a reasonable period of time to still satisfy its obligations.

7.    If the buyer purchases ordered flower bulbs or desires to do so after the agreed date of
acceptance, then the risk of a possible loss in quality due to an extended storage, will be entirely for the buyer. If after the expiry of a limited storage period, which in view of the type of product can be considered to be reasonable, no purchase has taken place by the buyer and the risk of a loss in quality and/ or putrefaction of the outgoing material does not provide for an another option, then the order will have been considered to have been cancelled by the buyer. In that event, the buyer is held to make payment to the seller for the loss or damage suffered as a consequence of this.

8.    Goods which are present in the buildings of Stoop and which are not the property and/ or have not been accepted by Stoop, are for the account and risk of the owner/ supplier and the said goods are required to be insured against fire and damage.

9.    By a storage period which exceeds 5 days, Stoop will be entitled to charge storage costs per package, being such of  € 0.15 per week, or a part thereof.

Clause 8.    Cancellation
1.    By a cancellation of the agreement by the buyer, the buyer will be payable an immediate 25% of the gross sale value of the products to be delivered, such being a cancellation compensation. In the event that the concerned products, on account of the above-mentioned cancellation, appear to be unsalable or can only sold at a lower price, the buyer is liable for possible price differences and further compensation costs as determined  by a court of law. Both parties are obligated to, as far as possible, limit any loss or damage.

Clause 9.    Packaging
1.    One-off packaging is charged at cost price and will not be taken back

2.    Reusable packaging and other durable material (mesh containers) that remain the property of the seller, are likewise charged at cost price and are required to be returned in a clean and good state. The costs of the return transport are charged to the buyer.

3.    The seller is entitled to charge the buyer an agreed usage payment for reusable packaging and other durable materials.
Clause 10.    Payment
1.    Payment is required to be made within 30 days on delivery, unless agreed otherwise in writing.

2.    The buyer is not entitled to reduce by any amount a by him/ her made counterclaim over the payable sale price.

3.    If the buyer makes use of the right of a suspension of his/ her payment obligation, then the buyer has the obligation to furnish a certainty of payment, until there is clarity regarding the either or not justification of the complaint submitted by the buyer.

4.    If the buyer does not timely satisfy his/ her payment obligation, he/ she will be considered to be at default in law. The seller will then be entitled to charge interest at 1.5 % per month, or a part month, of the payable amounts from the day that the buyer has entered into default pursuant to the referred to payment obligation in subclause 1, whereby a part month is calculated as to being one whole month. .
On the default of the buyer, the seller is also entitled to charge the exchange rate loss incurred on ccount of this.

5.    In case of late payment, all those costs incurred for collection, such being both judicial as well as extrajudicial, will be for the account of the buyer. The extrajudicial costs are determined at a minimum of 15% of the payable amounts.

6.    All payments are made at the office of the seller, or through a deposit or transfer to a bank account as indicated by the seller.

7.    If payment is to be effected through the intervention of third parties, then the costs arising from this are for the buyers' account.
This entails that a buyer at default, is payable any legal proceedings costs incurred through being at default and an immediate payable amount equal to 15% of the invoice total of the actual collection charges.

8.    The seller reserves the right to not implement orders if the buyer did not make payment for previous deliveries within the agreed term of payment. The seller is not liable for any damage or loss suffered by the buyer as a result of non-delivery.

Clause 11.    Complaints
1.    Complaints concerning seeable or unseeable defects of delivered products are required to be immediately notified via e-mail/ fax/ telex/ telegram or telephone to the seller after the observance thereof or in any event within 72 hours after receipt. Each complaint has, within 8 days after receipt of the products, to be confirmed by the buyer via registered mail.

2.    The complaints are at least to comprise:
    a.  a detailed and precise description of the defect;
    b. report of the facts, on the basis of which there can be determined that the products    delivered by the seller and rejected by the buyer, are one and the same.

3.    When delivered products pursuant to the provisions laid down in this clause are rejected by the buyer, and the buyer and seller are not directly in agreement as to an amicable settlement, then the buyer will be required to make appeal to an independent officially recognised expert, who will draw up an assessor's report.
The costs of the expert advice are, if rejection is deemed to be justified, for the account of the seller, and if this is deemed to be unjustified, for the account of the buyer. The costs involved have in any event to be advanced by the buyer. If the buyer sees not to co-operate in this, then unconditionally, all claims over any complaints will be voided.

4.    Complaints with regard to a part of the delivery may not be a cause toward rejection by the buyer of the entire delivery.

5.    The seller is entitled to gain entry to the company of the buyer or those premises under his/ her control, at which place the seller's delivered flower bulbs are located, and this in order to inspect the flower bulbs and to appraise these as such.

Clause 12.    Guarantees and limitation of liability
1.    The seller warrants that the products, which are to be delivered on the basis of the order, satisfy those requirements as set out in the applicable regulations of the Netherlands inspection agencies, such regulations taking effect at that point in time of the concluding of the purchase agreement.
    
2.    The seller does not warrant nor vouch for the growth and flowering of the delivered products.

3.    The compensation by seller for possible, by the buyer suffered damage or loss, will not be greater than the invoice amount of that delivered, to which the complaint pertains, unless the buyer proves that the damage or loss is a result of gross negligence on the part of the seller.

4.    To the buyer there is, to best knowledge and ability by or on behalf of the seller, all desired culture information furnished, however this as such being without any liability from the part of the seller.

5.    The seller can at no time whatsoever be held liable for a loss or damage that is above the net invoice amount of the delivered goods, or for that part of the net invoice amount with regard to a claim for loss or damage compensation that is directly or indirectly related to this. The buyer holds the seller harmless for all loss or damage claims instituted by third parties.

Clause 13.    Transfer of ownership and risk
1.    Delivery is effected at the expense and risk of the buyer.

2.    As long as the buyer has not satisfied the full amount of the purchase price with any additional costs, nor has furnished surety for this, the seller retains the ownership of the products. The ownership transfers to the buyer as soon as he/ she has satisfied his/ her payment obligations toward the seller.

3.    If the buyer does not fulfil his/ her obligations or there are grounds to fear this, the company will be entitled:
    a.    to suspend the delivery of the products until the buyer has furnished a surety for the
            payment;
    b.    to end the agreement through termination if the buyer has not furnished surety toward
            payment within 14 days after a demand, without prejudicing the right of the seller to
            recover from the buyer the through this arisen damage or loss;
c.    to remove or let remove the delivered matters over which the referred to retention of
      title rests. The buyer is to this end obligated to extentd all co-operation under pain of
      a penalty of 10% over the by him/ her payable amount, per day.

4.    The buyer obligates himself/ herself to retain with due care and as recognizable property those goods under retention of title as delivered by the company.


Clause 14.    Plant breeders legal or contractual protection of original cultivars
1.    Flower bulbs from varieties belonging to the floriculture sector, which are protected by an in the Netherlands and/ or any other country applied for or granted plant breeders right or by means of a contractual automatic transfer provision, may not be used for replication nor marketing purposes.

2.    The thus protected varieties are indicated by the seller with an ®.

3.    The delivered flower bulbs may only be utilised by the buyer for the once-only culture of cut flowers and/ or other prepared ornamental flower products at the company of the buyer. All the residual material is to be completely destroyed after the picking of the flower(s).

4.    In the event of the sale of varieties, which are subject to plant breeders and suchlike rights, the buyer is held to the therewith related obligations, as imposed by the licence and other holders of rights. Purchase agreements in respect of these varieties are solely entered into under the resolutive conditions of the concluding of a licence or suchlike agreement.

5.    The prepared product, originating from the flower bulbs delivered to the buyer, may only be sold by the buyer under the respective (variety) name and brand name.

6.    If the buyer finds a mutant in the protected cultivar, then he/ she is required to immediately notify this by registered mail to the holder of the plant breeder's right.

7.    On written request from the holder of the plant breeder's right, the buyer will, within a period of two months after receipt of this request, cede testing material of the mutant to the holder of the plant breeder's right.

8.    The buyer is cognisant that the finder of a mutant requires the permission of the holder of the plant breeder's right with regard to the ‘mother variety' to effectuate the following  actions in respect of all the material of the variety, including that of harvested material (accordingly also flowers, plants and plant parts), such being:
a.    the issuing forth or multiplication (replication);
b.    conditioning for the replication;
c.    to offer for sale;
d.    to sell or trade in another manner;
e.    export;
f.    import;
g.    store for one of the above under a. and f. named purposes.

9.    These conditions in no way impede the parties, if they so desire, to enter into another agreement as an arrangement toward their respective rights or interests with regard to a mutant.

10.    The buyer declares to be in agreement with the provisions concerning the non-replication and not selling of varieties with an ® accordant to the seller's contract system.

Clause 15.    Disputes
1.    Over all the agreements to which these General Conditions entirely or partially pertain, the law of the Netherlands will be applicable.

2.    All disputes (also those only considered as such by one of the parties) with regard to/ or arising from the between the seller and a foreign-established buyer concluded agreement, over which these General Conditions are applicable, will solely be decided by a court in the Netherlands, which is officially authorised within that locality in which the seller is established. The company however remains entitled to summon the buyer, in accordance with the law or applicable international law competent court.

Clause 16.    Conclusion
1.    If and for as far as any component or any provision in these General Conditions would appear to be in conflict with any mandatory provision(s) of national or international legislation, then that set out will be considered to have not been agreed and for that remaining, these General Conditions will continue to bind the parties.