Terms and Conditions

General Terms and Conditions of Delivery for the Wholesale of Flower Nursery Products drawn up by Green Up The City.

I. GENERAL
1. These General Terms and Conditions of Delivery (hereinafter referred to as: “General Terms and Conditions”) apply to all offers made by Green Up The City (hereinafter referred to as “GUTC”) and between GUTC and a client (hereinafter referred to as: “Buyer” ) agreements concluded, as well as their implementation. GUTC and Buyer are hereinafter jointly referred to as “Parties”.
2. GUTC expressly rejects the applicability of any general (purchasing) conditions of the Buyer.
3. Provisions deviating from these General Terms and Conditions must be expressly agreed in writing by the Parties and, insofar as they do not replace the provisions of these General Terms and Conditions, are deemed to supplement these General Terms and Conditions.

II. OFFERS / AGREEMENT
1. Offers and quotations from GUTC, oral or written, are always without obligation, unless they contain a term for acceptance by the Buyer. If an offer or quotation contains an offer without obligation and this is accepted by the Buyer, GUTC has the right to revoke the offer within two working days after receipt of the acceptance. If the acceptance by the Buyer (whether or not on minor points) deviates from the non-binding offer made by GUTC, GUTC is not bound by this, unless GUTC indicates otherwise.
2. An agreement is concluded at the time of explicit acceptance of the order by GUTC in a manner customary in the industry.
3. Offers and quotations are one-off and do not apply to subsequent or future orders, unless otherwise agreed by the Parties.

III. PRICES
1. Prices are generally determined upon acceptance of the order. They are based on the current daily prices, as determined by supply and demand. 2. a. The prices are ex-company GUTC.
b. The price does not include sales tax (VAT).
c. Import duties, other taxes and levies, costs of quality control and/or phytosanitary research, costs of loading and unloading, packaging, transport, insurance are not included in the price, unless otherwise agreed in writing.
d. Prices are quoted in Euros, unless another currency is stated on the invoice.

IV. DELIVERY AND DELIVERY TIME
1. The Buyer ensures that all information that GUTC indicates is necessary or of which the Buyer should reasonably understand that it is necessary for the execution of the agreement, is provided to GUTC in a timely manner. If the information required for the execution of the agreement has not been provided to GUTC in a timely manner, GUTC has the right to suspend the execution of the agreement and/or charge the Buyer for the additional costs resulting from the delay. GUTC is not liable for damage of any nature whatsoever because GUTC relied on incorrect and/or incomplete information provided by the Buyer, unless GUTC should have been aware of this incorrectness or incompleteness.
2. GUTC is obliged to deliver the agreed quantity, unless force majeure necessitates a reduction in the quantity.
3. GUTC is obliged to immediately inform the Buyer of the force majeure situation and is then entitled to deliver a smaller quantity.
4. The place of delivery is GUTC's storage/processing area, unless otherwise agreed in writing.
5. Unless otherwise agreed in writing, the risk of loss or damage to the products that are the subject of the agreement between GUTC and the Buyer is transferred to the Buyer at the time when they are legally and/or actually delivered to the Buyer and are therefore under the control from the Buyer or from a third party designated or to be designated by the Buyer.
6. Free delivery will only take place if and insofar as this has been agreed and stated by GUTC on the invoice or order confirmation.
7. Delivery times stated by GUTC are indicative and can never be regarded as a deadline, unless expressly agreed otherwise. Exceeding delivery times does not give any right to termination or compensation, unless the Parties have agreed otherwise.
8. If GUTC will not be able to (partially) fulfill its obligation(s), GUTC will notify the Buyer of this as soon as possible. In the event that GUTC cannot deliver the entire ordered quantity, GUTC is entitled to make a partial delivery, or to suspend execution of the agreement and/or to deliver other equivalent or similar products in consultation with the Buyer.
9. If the Buyer has not taken delivery of the ordered products at the agreed time and place, he is in default and the risk of any loss of quality resulting from storage is borne by the Buyer. The ordered products are at his disposal, stored at his expense and risk. However, if, after expiry of a limited storage period, which can be considered reasonable given the product type, no purchase has taken place by the Buyer and the risk of loss of quality and/or spoilage of the products leaves no other choice in the opinion of GUTC, GUTC entitled to sell the products in question. Non-compliance by the Buyer does not release him from the obligation to pay the (full) purchase price. In the event of a sale by GUTC, the Buyer is obliged to bear any price difference arising from such a sale, as well as all further costs and damages incurred by GUTC.
10. GUTC reserves the right not to execute orders if the Buyer has not paid for previous deliveries within the agreed payment term. GUTC is not liable for any damage suffered by the Buyer as a result of non-delivery.

V. FORCE MAJEURE
1. In the event of force majeure, GUTC may (partially) terminate the agreement or suspend delivery until the time at which the force majeure situation ceases to exist.
2. Force majeure is understood to mean: any circumstance falling outside the direct sphere of influence of GUTC, as a result of which compliance with the agreement can no longer reasonably be expected, including in any case (but not limited to) civil disturbances, war, danger of war, terrorism, strikes, fire, extreme weather conditions, natural disasters, epidemics, traffic conditions (including road works and traffic jams) or government measures.

VI. PACKAGING
1. Packaging is done in the usual manner in flower and plant wholesalers and is determined by GUTC as a good merchant, unless otherwise agreed.
2. One-time packaging will be charged.
3. Reusable packaging and other durable materials (cardboard boxes, containers, stacking trolleys, etc.), which remain the property of GUTC, will also be charged and must be returned. The costs of return transport are borne by the Buyer. If the material is returned in correct condition, the costs charged will be credited, possibly reduced by an agreed amount for use.
4. With regard to sustainable packaging material (stacking trolleys, containers, etc.) that has been loaned to the Buyer, GUTC reserves the right to charge the Buyer for the costs of this material if the Buyer does not return the material in question. and to recover from him any further damage caused by the Buyer.
5. If a deposit is charged, this will be settled after the material in question has been returned in correct condition. The costs of return transport will be borne by the Buyer.

VII. HANDLING AND TRANSPORT
1. Loading and shipping must be carried out efficiently.
2. If the Buyer does not prescribe a means of transport, GUTC will choose the most common mode of transport.
3. The costs of transport will be charged to the Buyer.
4. When engaging a forwarder, GUTC is only liable for damage that occurs up to the time the products are transferred to the forwarder.

VIII. ADVERTISING
1. Complaints regarding visible defects in delivered products must be reported to GUTC immediately after discovery or in any case within 24 hours of receipt. A telephone notification must be confirmed in writing by the Buyer within two days of receipt of the products. The moment of receipt of the written confirmation by GUTC is decisive. The Buyer or recipient of the products must also make a note of the complaint on the relevant transport papers, to confirm that the complaint existed at the time of delivery of the products.
2. Complaints regarding non-visible defects in delivered products must be communicated to GUTC immediately after discovery and in any case must be submitted in writing to GUTC in a timely manner so that it is able to verify the correctness of the complaints in question on site. examine and/or retrieve the delivered goods.
3. The complaints must contain at least: a. a detailed and accurate description and photos of the defect; b. statement of any further facts from which it can be deduced that the products delivered and rejected by the Buyer are identical.
4. GUTC must always be enabled to investigate the correctness of the complaints in question on site and/or to retrieve the delivered goods. The products must be kept available in the original packaging.
5. Complaints regarding part of the delivered products cannot lead to rejection of the entire delivery.
6. After the above-mentioned periods have expired, the Buyer is deemed to have approved the delivered goods or the invoice. Complaints will then no longer be processed by GUTC.

IX. LIABILITY
1. GUTC is not liable for damage suffered by the Buyer, unless and to the extent that the Buyer proves that there is intent or gross negligence on the part of GUTC.
2. Defects regarding any phytosanitary and/or other requirements in force in the country of import do not entitle the Buyer to compensation or termination of the agreement, unless the Buyer notifies GUTC in writing of these requirements prior to or at the time of concluding the agreement. has been informed.
3. GUTC is under no circumstances liable for business damage, delay damage, loss of profit, stagnation damage or other indirect or consequential damage suffered by the Buyer. If GUTC is nevertheless obliged to compensate damage (in any form whatsoever), GUTC's liability is expressly limited to the invoice amount, excluding VAT, regarding the part of the delivery to which the damage relates.
4. Unless expressly stated otherwise, the delivered products are solely intended for decoration purposes and are not suitable for internal use. GUTC points out that the products can lead to harmful consequences for humans and/or animals if they are used incorrectly, consumed, contacted and/or oversensitized. The buyer is obliged to pass on this warning to his customers and indemnifies GUTC against all claims from third parties, including end users, with regard to the intended consequences.

X PAYMENT 1. Payment must be made, at the discretion of GUTC:
a. net cash on delivery, or; b. by deposit or transfer to a bank account designated by GUTC within the agreed payment term, or; c. by direct debit, or; d. by cheques, or; e. by means of advance payment, or; f. in any other method of payment indicated by GUTC. Any bank costs will be charged to the Buyer by GUTC.
2. The buyer is not entitled to deduct any amount from the purchase price due to a counterclaim made by him. The buyer may not suspend the purchase price to be paid by him on the basis of a complaint about the delivered goods or with regard to the amount of the invoice.
3. The buyer is only in default due to the expiry of the agreed payment term. GUTC then has the right to terminate the agreement with immediate effect by a single notification to the Buyer (explicit termination clause). GUTC does not owe any compensation to the Buyer with regard to the consequences that this dissolution could have for the Buyer.
4. In the event of liquidation, bankruptcy, attachment or suspension of payment of the Buyer, GUTC's claims on the Buyer are immediately due and payable.
5. In the event of default by the Buyer, GUTC is entitled to charge 1.5% interest per month from the due date of the invoice until the day of full payment, or, if this is higher, the statutory interest.
6. GUTC is also entitled to charge the exchange rate loss incurred as a result in the event of default by the Buyer.
7. GUTC has the right to have payments made by the Buyer firstly deduct the costs (such as those of exchange rate losses), then deduct the accrued interest and finally deduct the principal amount and current interest. GUTC may, without being in default, refuse an offer of payment if the Buyer designates a different order for the allocation. In addition, GUTC may refuse full repayment of the principal sum if the accrued and current interest as well as the costs are not also paid.
8. If payment must be effected by engaging third parties, the resulting judicial, execution and/or extrajudicial costs - with a minimum of 15% of the outstanding sum - are immediately due and payable by the Buyer. If GUTC has incurred higher costs that were reasonably necessary, these will also be eligible for reimbursement by the Buyer. The buyer owes interest on the costs incurred.

XI. RESERVATION OF TITLE
1. All delivered products remain the property of GUTC until all claims of GUTC on the Buyer have been paid in full.
2. As long as the products have not been paid for, the Buyer may not pledge them or provide them as security in any other way. In the event that third parties (wish to) seize these products or otherwise wish to extract them, the Buyer must immediately inform GUTC of this.
3. When exercising GUTC's rights under the retention of title, the Buyer will always provide full cooperation upon first request and at its own expense. The buyer is liable for all costs that GUTC must undertake in connection with its retention of title and related actions, as well as for all direct and indirect damage that GUTC suffers or may suffer.
4. Where this is possible under the law of the country in which the Buyer is established and/or where the products have been delivered to the Buyer, the following also applies:
a. In the event of default by the Buyer, GUTC has the right to immediately take possession of the delivered products, as well as the accompanying packaging and transport materials, and to dispose of them at its own discretion. When the law prescribes this, this implies dissolution of the agreement in question.
b. The buyer has the right to sell the products in the normal course of his business (but not to use them as a means of payment). He now transfers all claims that he acquires against a third party through the sale. GUTC accepts this transfer and reserves the right to collect the claim itself as soon as the Buyer does not correctly meet its payment obligation and, to the extent necessary, is in default.
c. The buyer has the right to process the products in the normal course of his business, whether or not together with products that do not originate from GUTC. In the relationship in which GUTC's products form part of the created item, GUTC acquires (co-)ownership of the new item, which the Buyer now transfers to GUTC for the time being and which GUTC accepts.
d. If the law prescribes that GUTC must release part of the stipulated securities upon request in cases in which they exceed the value of the outstanding claims by a certain percentage, GUTC will comply with this as soon as the Buyer makes a request to do so and this from the accounting. of GUTC as it turned out.

XII. GOVERNING LAW / DISPUTES
1. Dutch law applies to all agreements to which these General Terms and Conditions apply in whole or in part and the provisions of the Vienna Sales Convention are expressly excluded.
2. Disputes relating to or arising from offers, quotations and/or agreements to which these General Terms and Conditions apply can only be submitted by the Buyer to the Dutch court that has jurisdiction in the area where GUTC is located. GUTC has the right to submit disputes to both the competent court in the area where it is established and to the competent court in the area where the Buyer is established.
3. Notwithstanding the provisions under XII.2. GUTC and the Buyer may agree to submit any dispute to an arbitration committee, which acts in accordance with the arbitration regulations of the Netherlands Arbitration Institute, whose decision is accepted as binding by both Parties.

XIV. FINAL PROVISION
1. In those cases not provided for in these General Terms and Conditions, Dutch law also applies.
2. If and to the extent that any part or provision of these General Terms and Conditions would be invalid under Dutch law due to a conflict with any mandatory legal provision, the other provisions of these General Terms and Conditions will continue to bind the Parties. Instead of the invalid provision, it will then be acted as if the Parties, if they had known of the invalidity of the provision in question, had agreed on a provision that corresponds to the intention of the invalid provision, or a provision that comes closest to that intention.

Alkmaar, November 2023.