AMELIE B.V.

 I. AREA OF APPLICATION

1. These general terms and conditions apply to all offers, sales and deliveries made by Amelie B.V. (hereinafter referred to as the seller) and to any agreement concluded between the seller and a customer (hereinafter referred to as the buyer, the natural or legal person with whom the sellers enters into any agreement) and the execution thereof. Any terms of the buyer of any type and by any name are not applicable unless expressly agreed in writing.

2. Any provisions that deviate from these, must be agreed in writing and shall be deemed to supplement these terms and conditions in so far as they do not replace any of the provisions of these General Terms and Conditions.

3. A copy of these general terms will be provided to the buyer free of charge.

 II. OFFERS AND PRICES

1. All offers are non-binding unless otherwise agreed in writing.

2. An agreement shall be deemed to have been concluded at such time as the seller accepts and confirms an order in the manner that is customary in the sector.

3. In general, prices shall be finalized upon the acceptance of an order. They shall be based on the applicable
Market price as established through supply and demand.

4. Prices are exclusive of VAT and additional expenses, including: transport charges, packaging cost, cost of quality control and/or phytosanitary inspection, import duties, other taxes or levies, the cost of loading and unloading, and any other fees, unless otherwise agreed in writing.

5. If no price is agreed on, the seller’s price in effect at the time of delivery will apply.

6. The seller is entitled to adjust the price reasonably to a level to be determined by him, if his expenses have increased significantly (+10% of the cost) since the price was set.

7. All offers and prices are either stated in Euros or USD.

8. If the buyer cancels the order less than 24 hours before the products leave the country of origin, he will immediately owe 100% of the gross sale value of the products as a cancellation charge.

9. Both parties are obliged to limit damages as much as possible.

 III. CONDITIONS OF SALE

1. Partial or complete failure of the product or partial spoilage during transport for any reason will release the seller from the obligation to deliver and his other obligations, unless attributable to gross negligence on the part of the seller.

2. The seller is also entitled to assure a replacement delivery, which will occur on the same terms as originally agreed.

3. If the delivery of a type that has been ordered is not possible for any reason, the seller will be entitled to deliver a type that is equivalent as much as possible or to cancel the order if the type ordered cannot be delivered, or the buyer does not accept a different type; the seller will endeavor to deliver a different type.

 IV. DELIVERY AND TRANSPORT

1. The seller shall be required to deliver the confirmed quantity, save where force majeure necessitates a reduction thereof.

2. The seller shall be required to notify the buyer of any situation of force majeure with immediate effect, and shall then be entitled to deliver a smaller quantity.

3. The seller’s shipping agent and/or transporter shall serve as the place of delivery. On delivery, the risk of the products in question is transferred to the buyer with everything that is connected thereto. Notwithstanding, where a consignment is transported by a means of transport belonging to the seller or subcontracted by the seller, the destination shall serve as the place of delivery.

4. Save where expressly agreed otherwise, any specified delivery time shall never be deemed to be an essential deadline. In the event of untimely delivery the seller shall therefore need to be notified in writing that he is in default.

5. In the event that the buyer fails to collect the products that have been ordered, at the agreed place and time, he shall bear any risk of quality loss which may arise pursuant to storing them. The products that have been ordered will be stored at his disposal, risk and expen Nevertheless, should the buyer fail to collect the products upon the expiry of a limited period of storage which may be deemed to be reasonable given the nature of the products in question, and the risk that their quality will diminish and/or that they will perish does not permit of any other alternative, the relevant order shall be deemed to have been cancelled by the buyer, in which case the buyer is obliged to pay the damage incurred by the seller as a result.

6. The seller reserves the right not to fulfil any order, if the buyer in question has failed to effect payment for any previous delivery within the agreed term of paymen The seller shall not be liable for any loss suffered by the buyer resulting from such non-delivery. The buyer must be given timely notice of the exercise of this right.

7. After consultation with the buyer, the seller will determine the delivery dat Deliver dates indicated are not considered deadlines. If a delivery date is agreed on, the seller will endeavor to maintain that date for delivery. If the seller cannot deliver on the agree date or within the agreed period, he will inform the buyer as quickly as possible.

8. If the buyer receives the products ordered before the agreed delivery date or period as indicated in part 7, the resulting risk is entirely for the buyer.

9. If the buyer receives or wishes to receive the products ordered after the agreed delivery date, the risk of any loss of quality resulting from longer storage will be entirely for the buyer.

10. Loading and dispatch shall be performed effectively.

11. Where the buyer does not stipulate the means of transport, the seller shall opt for the most common manner.

12. The buyer shall be charged for the relevant transport costs.

13. Where the services of a shipping agent are engaged, the seller shall only be liable for any loss that may arise until the agent in question takes delivery of the relevant products.

 V. FORCE MAJEURE

1. Force majeure refers to any circumstance beyond the immediate control of the seller in which fulfillment of the agreement can no longer reasonably be expected. This may include technical problems of aircrafts, transport delays, diseases, plagues, strikes, fire, extreme weather conditions or government measures or faults in the material supplied to the seller.

2. If the seller cannot carry out the delivery because of force majeure, the seller must inform the buyer of the circumstances in writing as soon as possible.

3. In the event of force majeure, the seller shall, following consultation with the buyer, be entitled to cancel the agreement in question or to suspend delivery until such time as the situation of force majeure ceases to exist.

4. In the event that delivery is suspended and is delayed for a period in excess of five days, the buyer shall be entitled to give written notice that he deems the relevant agreement of sale to have been cancelled.

 VI. QUALITY AND HEALTH

1. Any products that are to be delivered, must comply with the ordinarily applicable quality standards for the products in question.

2. Furthermore, any products scheduled to be exported, must comply with government plant health requirements that apply to the relevant flower cultivation products in the country of import. Any deficiencies in this respect shall not entitle the buyer to compensation or to cancel the agreement in question, save where he notifies the seller of any special plant health requirements beforehand or at the time the relevant agreement is concluded.

 VII. PACKAGING / CARTS / PALLETS

1. Single-use packaging will be charged at cost and returns are not accepted.

2. All packaging except single-use packaging remains the property of the seller.

3. The seller is entitled to charge the buyer an agreed user fee for reusable packaging and other durable material, to be indicated separately on the invoice.

4. The buyer is obliged to return the reusable packaging to the seller at his own expense and in good condition, within 30 days from delivery. If it has been agreed that the seller is to collect the packaging, the buyer must ensure that the packaging remains in good condition until the date indicated by the seller and store it so that the seller may collect it in a normal manner.

5. Where a deposit is charged, this amount shall be paid once the relevant materials have been returned in good order. The buyer shall levy a charge for the cost of the return transport.

6. The buyer may not keep the packaging in use or allow it to be used by third parties.

7. Carts, rolling containers, reusable pallets must be returned immediately unless agreed otherwise. It is not permitted for the buyer to use them for his own purposes or give them to third parties.

8. In the event of damage to reusable packaging, carts, rolling containers, pallets, etc., the buyer is obliged to pay the cost of repairs or replacement and any additional rental charges resulting from late returns.

 VIII. GUARANTEES AND COMPLAINTS

1. The buyer will at all times be provided with all requested farm information to the best of the seller’s knowledge and abilities, by or on behalf of the seller, but without any liability on the part of the seller.

2. The seller must be notified by email, fax or telephone of any complaint in respect of a visible defect, including those regarding the quantity, size or weight of the products that are delivered, immediately after it is noticed or at any rate within 24 hours of receip The buyer shall be required to provide written confirmation of telephonic notification within two days of receiving the products in question. Furthermore, the buyer or person who takes delivery of these products shall be required to make note of the complaint on the relevant transport documents, so as to confirm that the complaint arose at the time the products were delivered.

3. Any complaint pertaining to a hidden defect in products that are delivered, must be communicated to the seller immediately after it is noticed, but written notice must at any rate be given to the seller within two days of receipt.

4. A complaint must at least include:

a)  a detailed and accurate description of the defect (farm, problem, variety, quantity claimed)

b)  at least 4 pictures; a) picture of the label/sticker of the box, where the AWB number, content of box and farm can clearly be identified b) close-up picture of the problem/reason of claim c) panorama picture of the quantity which the buyer claims, i. if 4 bunches are to be claimed a picture of the 4 damaged bunches is needed d) picture of the bunch where the problem/reason of claim can be observed, with the sleeve or cardboard (protecting the heads) where the variety, length and producer/farm can be clearly identified.

 c)  a statement of any additional facts, which may lead one to conclude that the consignment in question is identical to the products which the buyer has declared to be unfit.

5. In case of a complaint, the buyer shall keep the damaged products in his cold warehouse until the seller was able to verify the accuracy of the complaint in question on-site (or have this done) and the buyer and seller have agreed on a settlement of the complaint.

6. Complaints regarding a portion of the products delivered cannot give rise to a rejection by the buyer of the entire delivery.

7. The buyer is obliged to check the quantity delivered of the shipment delivered, or have it checked, on receipt and to report a deviation in the quantity to the seller.

8. Issuing a complaint does not suspend the buyer’s obligation to pay, regardless of any justification of a complaint.

9. Upon the expiry of the aforementioned periods, the buyer shall be deemed to have approved the relevant consignment or invoic In this case the seller shall not consider any complaint.

 IX. LIABILITY

1. All liability regarding non-timely delivery is hereby excluded, unless the ultimate agreed delivery date is exceeded by more than seven days.

2. If the delivery date is exceeded by more than seven days, the seller must be given written notice, whereby the buyer set a reasonable period for the seller to fulfill his obligations nonetheless.

3. The seller is not liable for damage caused by force majeure as indicated in article V, part 1.

4. Any payment made by the seller by way of compensation for any damage incurred by the buyer in the event of complaint submitted under article VIII, will not exceed the value of the invoice pertaining to the consignment to which the relevant complaint relates, save where the buyer can prove that the loss in question was due to a deliberate act or omission, or gross negligence on the part of the seller.

5. Damage compensation may not be deducted by the buyer from any outstanding account payable to the seller and does not entitle the buyer not to pay the invoice amount, or not to do so by the invoice payment date.

 X. PAYMENT

1. The seller is entitled to request an advance of 100% on the invoice amount from the buyer.

2. Unless otherwise agreed in written between the seller and the buyer, payment must occur the same business day the products are delivered to the buyer by depositing or transferring the relevant amount to a bank account designated by the seller for this purpose.

3. The buyer is not entitled to reduce the purchase price he is to pay by any counter-claim he may make.

4. The buyer is not entitled to suspend the fulfillment of its payment obligation in the event of a complaint he has submitted to the seller regarding the products delivered, unless the seller expressly agrees with the suspension in exchange for a guarantee.

5. All payment will be made by deposit or transfer to a bank account to be indicated by the seller.

6. Payment must be made either in euro (€) or US dollars (USD), as indicated on the invoice.

7. The buyer shall be in default merely upon the expiry of the agreed term of payment and no separate notification of default shall be required for this purpose.

8. In the event that the buyer is in default, the seller will then be entitled to charge interest at 1,5% monthly from the date that the buyer is in default of fulfilling the payment obligation, with a partial month being counted as a whole month. The seller is also entitled to charge the buyer for the exchange rate loss incurred by the buyer’s default.

9. If the buyer is in default or otherwise falls short in fulfilling one of his obligations, all reasonable charges in obtaining satisfaction, both legal and extralegal, will be at this expense.

 XI. RETENTION OF TITLE

1. Except for the terms of part 2 of this article, ownership of the products is transferred to the buyer at the time of delivery under article IV of these General Terms.

2. The seller will retain ownership of the products he has delivered and will retain or acquire ownership of the products arising from them until the agreed price has been paid in full by the buyer and the buyer has completely fulfilled all his other obligations to the seller on any grounds.

3. In the event of untimely payment of one or more invoices that have already fallen due, and if the actual circumstances of the situation in question and a reasonable assessment of the parties’ interests do not permit of any other alternative, the seller shall be entitled to recover the products that have been delivered together with any packaging and other durable materials (cardboard boxes, containers, stacking trolleys and so forth) which he has provided, and to remove them from the place where they are stored. In any case, the buyer will be liable for the expenses incurred by the seller.

 XII. GOVERNING LAW AND DISPUTES

1. Any agreement, to which these General Terms and Conditions apply in whole or in part, shall be governed by and construed in accordance with the law of Holland.

2. All disputes (even those deemed as such by only one party) regarding or arising from the agreement concluded between the seller and a buyer whose registered office is situated in a foreign country to which these General Terms and Conditions apply may exclusively be settled by a  judge from Holland who is competent in the area in which the seller is established.

 XIII. FINAL PROVISIONS

1. The law of Holland shall also apply in any case which is not provided for by these General Terms and Conditions.

2. If and in so far as any part or provision of these General Terms and Conditions proves to be contrary to any compulsory provision of national or international law, it will be deemed not to have been agreed and the rest of these General Terms and Conditions will remain binding on the parties.

Effective Date: June 2019