Terms and Conditions

UNOFFICIAL ENGLISH TRANSLATION
(THE ORIGINAL DUTCH VERSION PREVAILS)

Floral Innovations BV
Copierstraat 46
1433NT Kudelstaart
The Netherlands
michiel@floralinnovations.nl

Chamber of Commerce number 69010668 (Amsterdam)

VAT number NL 69010668

Floral Innovations BV Terms and Conditions

created on 01 June 2018.

Article 1 Definitions

In these General Terms and Conditions, the following terms are used in the following sense, unless explicitly stated otherwise.

General Terms and Conditions:
The general terms and conditions as stated below.

Floral Innovations BV:
Floral Innovations BV, registered with the Chamber of Commerce under number 69010668.

Service:
All activities, in whatever form, that Floral Innovations BV has performed for or on behalf of the client.

Fee:
The financial compensation agreed with the client for the execution of the assignment.

Assignment:
The contract of order for services. Client: The person who has accepted the payment of these general terms and conditions and has ordered the provision of the service.

Company:
The Other Party acting in the exercise of a business or profession. Consumer: The Other Party does not act in the exercise of a business or profession.

Agreement:
Any agreement concluded between Floral Innovations BV and the client.

Article 2 Scope

These General Terms and Conditions apply to every offer, quotation and Agreement concluded between Floral Innovations BV and the Client, unless the parties have expressly deviated from these General Terms and Conditions in writing.
These General Terms and Conditions also apply to agreements with Floral Innovations BV, for the execution in which third parties must be involved.
The applicability of any purchase or other General Terms and Conditions of the Client is explicitly rejected.
If it turns out that one or more provisions in these General Terms and Conditions are void or voidable, then the General Terms and Conditions remain in force for everything else. In the event of this situation, Floral Innovations BV and the Client shall enter into consultation with the aim of agreeing new provisions to replace the void or annulled provisions.
Deviations from the Agreement and General Terms and Conditions are only valid if they have been agreed in writing and explicitly with Floral Innovations BV.

Article 3 Offers and/or quotations

Offers and/or quotations are made in writing and/or electronically, unless urgent circumstances make this impossible.
Floral Innovations BV cannot be held to its offers and/or quotations if the Client should have understood, in terms of reasonableness and fairness and generally accepted views, that the offer and/or quotation or a part thereof contains an obvious mistake or error.
If the acceptance, whether or not on minor points, deviates from the offer included in the offer and/or quotation, Floral Innovations BV is not bound by it. The Agreement will not be concluded in accordance with this deviating acceptance, unless Floral Innovations BV indicates otherwise.
A composite quotation does not oblige Floral Innovations BV to perform part of the Assignment at a corresponding part of the stated price.
Offers and/or quotations do not automatically apply to future orders or reorders.

Article 4 Conclusion of the agreement

The Agreement is concluded by timely acceptance by the Client of the offer and/or quotation from Floral Innovations BV.

Article 5 Duration of the contract

The Agreement is entered into for an indefinite period of time, unless the nature of the Agreement results otherwise or if the parties have expressly agreed otherwise in writing.

Article 6 Termination of contract

Floral Innovations BV and the Client can terminate the agreement at any time by mutual consent.
In the event that one of the parties becomes bankrupt, applies for a suspension of payment or ceases operations, the other party has the right to terminate the Agreement prematurely without observance of a notice period.
Both Floral Innovations BV and the Client can terminate the agreement at any time, immediately.

Article 7 Amendment of the Agreement

If during the execution of the Agreement it appears that it is necessary to amend or supplement the Agreement for proper execution, Floral Innovations BV will inform the Client as soon as possible. The parties will then proceed to the adaptation of the Agreement in a timely manner and by mutual agreement.
If the Parties agree that the Agreement will be amended or supplemented, the time of completion of the performance may be affected. Floral Innovations BV will inform the Client as soon as possible.
If the amendment or addition to the Agreement will have financial, quantitative and/or qualitative consequences, Floral Innovations BV will inform the Client in advance.
If a fixed Fee and/or rate has been agreed, Floral Innovations BV will indicate to what extent the amendment or addition of the Agreement affects the price. Floral Innovations BV will try, as far as possible, to make a quotation in advance.
Floral Innovations BV will not be able to charge any additional costs if the change or addition is the result of circumstances that can be attributed to Floral Innovations BV.
Changes to the originally concluded Agreement between the Client and Floral Innovations BV are only valid from the moment that these changes have been accepted in writing by both parties by means of an additional or amended Agreement.

Article 8 Implementation of the agreement

Floral Innovations BV will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
Floral Innovations BV has the right to have certain activities carried out by third parties. The application of Articles 7:407 paragraphs 2 and 7:409 of the Civil Code is expressly excluded.
Floral Innovations BV has the right to execute the Agreement in phases.
If the Agreement is executed in phases, Floral Innovations BV has the right to invoice each part performed separately and to demand payment for this. If and as long as this invoice is not paid by the Client, Floral Innovations BV is not obliged to execute the next phase and has the right to suspend the Agreement.
If the Agreement is executed in phases, Floral Innovations BV has the right to suspend the execution of those parts that belong to the next phase or phases until the Client has approved the results of the preceding phase in writing.
The Client shall provide Floral Innovations BV in good time with all data or instructions that are necessary for the execution of the Agreement or which the Client should reasonably understand to be necessary for the execution of the Agreement.
If the foregoing data and instructions are not provided or are not provided in time, Floral Innovations BV has the right to suspend the execution of the Agreement. The additional costs incurred by the delay are at the expense of the Client.
The application of Article 7:404 of the Civil Code is expressly excluded.

Article 9 Photos/files to be supplied

Floral Innovations / Fleurography can only comply with the order if delivered images meet the then applicable industry standards.
If the Other Party sends files for which they have no rights, this is entirely the responsibility of the Other Party and Floral Innovations BV can never be held liable for this, and for all its work on the file.
The Other Party is expressly prohibited from a corrupt file containing viruses or other malicious software. The other party is liable for all damage resulting from sending such a file.

Article 10 Delivery and execution periods

The delivery and execution will take place within the specified period when ordering.
If a term has been agreed or specified for the delivery and execution, then this period is only indicative and can never be considered as a fatal term.
Final delivery depends on a number of circumstances that allow the deadline to be suspended. The Other Party accepts this.
If Floral Innovations / Fleurography, despite the reasonable efforts, fails to deliver the materials in accordance with article x of these general terms and conditions, Floral Innovationa /Fleurography will strive to deliver the images within 48 hours.
If Floral Innovations BV needs data or instructions from the Other Party, which are necessary for the delivery or execution, the delivery time starts after the Other Party has provided it to Floral Innovations BV.
If the delivery or execution period is exceeded, the Other Party must give Floral Innovations BV a written notice of default, whereby Floral Innovations BV is still offered a reasonable period to deliver the goods.
A notice of default is not necessary if the delivery and execution has become permanently impossible or has otherwise shown that Floral Innovations BV will not fulfil its obligations under the Agreement. If Floral Innovations BV does not proceed with delivery or execution within this period, the Other Party has the right to dissolve the Agreement without judicial intervention and/or to demand compensation.

Article 10 Fee

With regard to the Other Party in the capacity of Consumer, the prices and rates are expressed in euros, including VAT and other government levies, unless otherwise indicated.
With regard to the Other Party in the capacity of Company, the prices and rates are expressed in euros, excluding VAT and other government levies, unless otherwise indicated.
The Fee does not include travel, accommodation, packaging, delivery or shipping costs and administration costs, unless otherwise indicated.
If a Fee and/or rate has not been expressly agreed, the Fee and/or rate will be determined on the basis of the actual hours spent and the usual hourly rates of Floral Innovations BV.
Floral Innovations BV will provide the Client with information or provide data on the basis of which these costs can be calculated by the Client in good time before the conclusion of the Agreement.

Article 11 Amendment of the fee

If Floral Innovations BV agrees on a fixed Fee and/or rate at the conclusion of the Agreement, Floral Innovations BV is entitled to increase this Fee or rate, even if the Fee or the rate was not originally given subject to reservation.
If Floral Innovations BV intends to change the Fee and/or the rate, it will inform the Client as soon as possible.
If the increase in the Fee or the rate takes place within three months after the conclusion of the Agreement, the Client may dissolve the Agreement by means of a written statement, unless:
- the increase results from a power or an obligation on Floral Innovations BV under the law;
- the increase is due to an increase in the price of raw materials, wages, etc., or on other grounds that were not reasonably foreseeable at the time of entering into the Agreement;
- Floral Innovations BV is still willing to execute the Agreement on the basis of the originally agreed;
- it is stipulated that the execution will be carried out more than three months after the conclusion of the Agreement.
The Client is entitled to dissolve the Agreement if the Fee or rate is increased more than three months after the conclusion of the Agreement, unless the Agreement stipulates that the execution will be carried out more than three months after the conclusion of the Agreement.
Floral Innovations BV will inform the Client in the event of the intention to increase the Fee or the rate. Floral Innovations BV will indicate the extent of and the date on which the increase will take place.

Article 12 Implementation periods

The work will be carried out within 1 working day.
If a term has been agreed or specified for the execution of certain activities, then that period is only indicative and can never be considered as a fatal term.
If Floral Innovations BV needs data or instructions from the Client, which are necessary for the execution of the Agreement, the execution period starts after the Client has provided it to Floral Innovations BV.
If an execution period is exceeded, the Client must give Floral Innovations BV a written notice of default, whereby Floral Innovations BV is still offered a reasonable period to implement the Agreement.
A notice of default is not necessary if the delivery has become permanently impossible or has otherwise shown that Floral Innovations BV will not fulfil its obligations under the Agreement. If Floral Innovations BV does not execute within this period, the Client has the right to dissolve the Agreement without judicial intervention and/or to demand damages.

Article 13 Payment

Payment is made by means of transfer to a bank account designated by Floral Innovations BV, unless otherwise agreed. Transfer takes place via an online payment system.
The Client is not entitled to deduct any amount due due to a counterclaim he has made.
Floral Innovations BV is entitled to invoice the Client for the work performed during the present period. Invoicing takes place every 1 month.
Floral Innovations BV and the Client may agree that payment in instalments is made in proportion to the progress of the work. If payment has been agreed in instalments, the Client must pay according to the terms and percentages as set out in the Agreement.
Objections to the amount of the invoice do not suspend the payment obligation.
In the event of bankruptcy, suspension of payment or receivership, the claims of Floral Innovations BV and the obligations of the Client towards Floral Innovations BV are immediately due and payable.

Article 14 Collection costs

If the Other Party is in default or in default in the (timely) fulfilment of its obligations, then all reasonable costs for obtaining payment out of court will be borne by the Other Party.
With regard to extrajudicial (collection) costs, Floral Innovations BV is entitled to compensation of 15% of the total outstanding principal amount with a minimum of € 90 for each invoice that has not been paid in whole or in part, insofar as the Other Party acts in the capacity as a Company.
With regard to extrajudicial (collection) costs, Floral Innovations BV is entitled to the statutory maximum permitted compensation as stipulated in the Decree on compensation for extrajudicial (collection) costs, insofar as the Other Party acts in the capacity of Consumer.
Insofar as the Other Party acts in the capacity of Consumer, Floral Innovations BV is only entitled to compensation for the extrajudicial (collection) costs, after Floral Innovations BV has sent the Other Party a reminder after the occurrence of the default to pay the outstanding invoice or invoices within 14 days.
Any reasonable judicial and execution costs incurred shall also be borne by the Other Party.

Article 15 Suspension

If the Client fails to comply with an obligation under the Agreement, not in full or in a timely manner, Floral Innovations BV has the right to suspend the fulfilment of the opposite obligation. In the event of partial or improper performance, suspension is only permitted, insofar as the shortcoming justifies it.
Furthermore, Floral Innovations BV is entitled to suspend the fulfilment of the obligations if:
- after the conclusion of the Agreement Floral Innovations BV circumstances have come to light that give good reason to fear that the Client will not comply with the obligations;
- the Client has been requested at the conclusion of the Agreement to provide security for the fulfilment of its obligations under the Agreement and this security is not provided or is insufficient;
- circumstances arise that are of such a nature that compliance with the Agreement is impossible or that unaltered maintenance of the Agreement cannot reasonably be required of Floral Innovations BV.
Floral Innovations BV reserves the right to claim damages.

Article 16 Dissolution

If the Client fails to comply with an obligation under the Agreement, not in full, in a timely manner or not properly, Floral Innovations BV is entitled to dissolve the Agreement with immediate effect, unless the shortcoming does not justify the dissolution due to its minor significance.
Furthermore, Floral Innovations BV is entitled to dissolve the Agreement with immediate effect, if:
- after the conclusion of the Agreement Floral Innovations BV circumstances have come to light that give good reason to fear that the Client will not comply with the obligations;
- the Client has been requested at the conclusion of the Agreement to provide security for the fulfilment of its obligations under the Agreement and this security is not provided or is insufficient;
- due to the delay on the part of the Client, Floral Innovations BV can no longer be required to comply with the Agreement under the originally agreed conditions;
- circumstances arise that are of such a nature that compliance with the agreement is impossible or that unaltered maintenance of the agreement cannot reasonably be required of Floral Innovations BV;
- the Client is declared bankrupt, submits a request for suspension of payment, requests the application of the debt restructuring of natural persons, is confronted with an attachment of all or part of his property;
- the Client is placed under guardianship;
- the Client dies.
Dissolution is effected by written notification without judicial intervention.
If the Agreement is dissolved, floral innovations BV’s claims against the Client are immediately payable.
If Floral Innovations BV terminates the agreement on the basis of the foregoing grounds, Floral Innovations BV is not liable for any costs or compensation.
If the dissolution is attributable to the Client, the Client is liable for the damage suffered by Floral Innovations BV.

Article 17 Force majeure

A shortcoming cannot be attributed to Floral Innovations BV or the Client, since the shortcoming is not due to its fault, nor is it for its account under law, legal act or generally applicable views. In this case, the parties are also not obliged to comply with the obligations arising from the Agreement.
Force majeure in these General Terms and Conditions is understood in addition to what is understood in that area in the law and jurisprudence, all external causes, foreseen or not foreseen, over which Floral Innovations BV cannot exert influence and which prevent Floral Innovations BV from fulfilling its obligations.
Circumstances resulting in force majeure include: strikes, exclusion, fire, water damage, natural disasters or other external calamities, mobilisation, war, traffic barriers, blockades, import or export barriers or other government measures, stagnation or delay in the supply of raw materials or machine parts, lack of labour, as well as any circumstances, which impede normal course of business as a result of which the fulfilment of the the Agreement may not reasonably be required of the Client by Floral Innovations BV.
Floral Innovations BV also has the right to invoke force majeure, if the circumstance that prevents (further) fulfillment of the Agreement occurs after Floral Innovations BV should have fulfilled its obligation.
In the event of force majeure, the parties are not obliged to continue the Agreement, nor are they obliged to pay any compensation.
Both Floral Innovations BV and the Client may suspend all or part of the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than 2 months, both parties are entitled to dissolve the Agreement with immediate effect, by means of written notification, without judicial intervention, without the parties being able to claim any compensation.
If the situation of force majeure is of a temporary nature, Floral Innovations BV reserves the right to suspend the agreed performance for the duration of the force majeure situation. In the event of permanent force majeure, both parties are entitled to dissolve the Agreement extrajudicially.
If Floral Innovations BV has already partially fulfilled its obligations under the Agreement at the time of the occurrence of force majeure or will be able to fulfil them, and the part fulfilled or to be fulfilled is independent value, Floral Innovations BV is entitled to invoice the part already fulfilled or to be fulfilled separately. The Client is obliged to pay this invoice as if there were a separate Agreement.

Article 18 Consumer risk transition

This provision only applies to the Other Party in the capacity of consumer.
The goods that are the subject of the Agreement are at the expense and risk of Floral Innovations BV until the time of the transfer of the goods to the Other Party.
The risk of loss, damage or depreciation of goods that are the subject of the Agreement passes to the Other Party at the moment when goods are placed in the power of the Other Party in the capacity of Consumer or a third party to be designated by the Other Party.

Article 19 Transfer of risk to companies

This provision only applies to the Other Party in the capacity of company.
The goods that are the subject of the Agreement until the time of making the goods available to the Other Party at the expense and risk of Floral Innovations BV.
The risk of loss, damage or depreciation of goods that are the subject of the Agreement passes to the Other Party at the moment when goods are available to the Other Party or a third party to be designated by the Other Party.

Article 20 Guarantees

Floral Innovations BV guarantees that the work performed by him complies with the agreement and is carried out with good craftsmanship and using sound material.
The warranty indicated in these General Terms and Conditions applies to use within the Netherlands.
The warranty applies for a period of 2 weeks, unless the nature of the Service results otherwise or the parties have agreed otherwise. After expiry of the warranty period, all costs for repair or replacement, including administration, shipping and driving costs, will be charged to the Client.
If the Service provided does not comply with the warranty, Floral Innovations BV will, after mentioning this, proceed to free replacement or repair within a reasonable period of time.
When the warranty period has expired, all costs for repair or replacement, including administration, shipping, and driving costs, are at the expense of the Client.
Any form of warranty will lapse if a defect has arisen as a result of improper use or lack of care, or it is a result of changes that the Client or third parties have made to the delivered goods. Nor does Floral Innovations BV guarantee any damage resulting from these defects.
The warranty also expires if the defect has arisen due to or is the result of circumstances over which Floral Innovations BV cannot influence. These conditions include weather conditions.

Article 21 Research and advertising

The Client is obliged to investigate the Service at the time of the execution, but in any case within 7 days after execution. In doing so, the Client must examine whether the quality and quantity of the Service provided correspond to what has been agreed, or at least meet the requirements that apply to it in normal trade.
Visible defects and defects should be reported in writing to Floral Innovations BV within 3 days after the performance of the Service.
Non-visible defects and defects should be reported to Floral Innovations BV within 3 days of their discovery.
The right to (partial) refund of the price, repair or replacement or compensation will lapse if defects are not reported within the stipulated period, unless the nature of the Service or circumstances of the case result in a longer period.
Floral Innovations BV will reimburse any shipping costs incurred for returning the defective item at the written request of the Client. Costs other than shipping costs will never be reimbursed by Floral Innovations BV, unless agreed in writing. The shipping costs will never be reimbursed if the Client has not requested Floral Innovations BV to be sent in writing.
The payment obligation will not be suspended if the Client informs Floral Innovations BV of the defect within the stipulated period.

Article 22 Liability

The execution of the Assignment is entirely at the risk and responsibility of the Client. Floral Innovations BV is only liable for direct damage caused by gross negligence or intent on the part of Floral Innovations BV.
Floral Innovations BV is never liable for indirect damage, including in any case consequential damage, lost profit, missed savings, business stagnation or immaterial damage of the Client.
Floral Innovations BV is not liable for damage of any kind, because Floral Innovations BV has relied on incorrect and/or incomplete data provided by the Client, unless this inaccuracy or incompleteness should have been known to Floral Innovations BV.
If Floral Innovations BV should be liable for any damage, the liability of Floral Innovations BV is limited to the amount up to once the amount stated in the invoice or to the amount to which the insurance affiliated by Floral Innovations BV is entitled, plus the excess that Floral Innovations BV bears in accordance with the insurance.
The Client must report the damage for which Floral Innovations BV can be held liable, as soon as possible, but in any case within 10 days after the occurrence of the damage to Floral Innovations BV, under penalty of forfeiture of any right to compensation for this damage.
Any liability claim against Floral Innovations BV expires within one year after the Client has become aware of the damaging fact or could reasonably have been aware of it.

Article 23 Indemnification

The Client indemnifies Floral Innovations BV against any claims of third parties, who suffer damage in connection with the execution of the Agreement and which is attributable to the Client.
If Floral Innovations BV should be held liable by third parties for this reason, the Client is obliged to assist Floral Innovations BV both outside and in court. All costs and damages on the part of Floral Innovations BV and third parties are further at the expense and risk of the Client.

Article 24 Limitation period

By way of derogation from the statutory limitation periods, all claims against Floral Innovations BV and the third parties engaged by Floral Innovations BV (if any) are subject to a limitation period of one year.

Article 25 Intellectual property

Floral Innovations BV reserves the rights and powers vested in it under the Copyright Act and other intellectual laws and regulations.
Floral Innovations BV reserves the right to use any knowledge gained by the execution of the work for other purposes, insofar as no confidential information is brought to the knowledge of third parties.

Article 26 Confidentiality

Both Floral Innovations BV and the Client are obliged to maintain confidentiality during the term and after termination of the Agreement about all facts and details regarding the company that he or she knows or can reasonably suspect to be confidential. This obligation of confidentiality also includes all data of the employees, clients, clients and other relations that have been taken note of under the Assignment.

Article 27 Privacy and cookies

Floral Innovations BV will keep the data and information that the Client provides to Floral Innovations BV and collects Floral Innovations BV carefully and confidentially.
Floral Innovations BV may only use the Personal Data of the Client in the context of the execution of its obligation to deliver or to handle a complaint.
When visiting our website, Floral Innovations BV may collect information from the Client about the use of the website by means of cookies.
The information that Floral Innovations BV collects through cookies can be used for functional and analytical purposes.
Floral Innovations BV is not permitted to lend, rent, sell or in any way disclose the Personal Data of the Client.
If Floral Innovations BV is obliged to provide confidential information to third parties on the basis of a legal provision or a court ruling, and Floral Innovations BV cannot invoke a legal right or a right of change recognised or permitted by the competent court, Floral Innovations BV is not obliged to pay compensation or compensation. The Client is also not entitled to dissolve the Agreement on the basis of any damage that has arisen as a result.
The Client agrees that Floral Innovations BV approaches the Client for statistical research or customer satisfaction research. If the Client does not want to be approached for research, the Client can make this known.
Floral Innovations BV reserves the right to use the client’s other data anonymously for (statistical) research and database.

Article 28 Newsletter

The Client can subscribe to the newsletter.
The newsletter keeps the Client informed of the latest news and developments.
The Client receives the newsletter by e-mail and/or by post.
The Client can unsubscribe from the newsletter at any time in writing or via the hyperlink. The Client will no longer receive messages.

Article 29 Applicable law and disputes

All legal relationships to which Floral Innovations BV is a party are exclusively governed by Dutch law. This also applies if an obligation is executed in whole or in part abroad or if the Client is domiciled abroad.
The applicability of the Vienna Sales Convention is excluded.

Article 30 Location

These General Terms and Conditions have been filed with the Chamber of Commerce under number 69010668.

Article 31

New Bloom Solutions and Above All Flowers are not responsible for any wrongdoing or liabilities.

THE POSSIBILITIES ARE ENDLESS