Article 1 - Applicability.

These general terms of sale apply to all quotations, orders, agreements of sale and purchase with and by FlorAmor NV (hereinafter “FlorAmor”).

Deviations from these terms are valid only if they were expressly accepted in writing by an authorized representative of FlorAmor.

The customer's general (purchase) conditions are expressly excluded, even if they stipulate otherwise.

Purchases through Royal FloraHolland are subject to the auction regulations of Royal FloraHolland and, in addition to or in deviation from these, the general terms and conditions of FloraHolland Connect. These can be consulted on the Royal FloraHolland website (www.royalfloraholland.com).

Article 2 - Offers

All FlorAmor offers and quotations are non-binding and valid for 14 calendar days, unless expressly stated otherwise in the quotation.

Article 3 - Prices

All prices are expressed in EURO and are exclusive of VAT, taxes, transport costs, insurance costs, customs costs and any other charges.

These costs are always borne by the customer and are invoiced separately, unless expressly agreed otherwise in the quotation.

Article 4 - Payment

FlorAmor's invoices are payable at its registered office within a period of 30 calendar days from invoice date, net and without discount.

In the event of incomplete payment of an invoice on the due date, all other outstanding, even non-due invoices shall become immediately due and payable by operation of law and without prior notice of default.

Late payment is due by operation of law and without demand and/or prior notice:

- statutory interest for late payment in commercial transactions in accordance with the Law of August 2, 2002, and

- liquidated damages of 10% on the principal amount, with a minimum of EUR 125, without prejudice to FlorAmor's right to prove higher damages.

All collection and recovery costs shall be borne entirely by the customer.

Article 5 - Creditworthiness and notice

If confidence in the customer's creditworthiness is shaken, FlorAmor is entitled to demand additional securities or to cancel all or part of an order without any compensation, even if already confirmed in writing.

This also applies in cases of force majeure, crop failure or exceptional market conditions.

Article 6 - Delivery and transfer of risk

The delivery and execution terms communicated by FlorAmor are purely indicative.

Under no circumstances can late delivery give rise to dissolution of the contract or any compensation for damages, except in the event of an intentional act or gross negligence on the part of FlorAmor.

The delivery of the goods is made EXW - Ex Works (Incoterms® 2020) at the FlorAmor branch in Lochristi, unless expressly agreed otherwise in the quotation.

The goods remain the property of FlorAmor until full payment of principal, interest and costs. 

Risk passes to the customer at the time the goods are made available.

If FlorAmor vouches for transport, the risk and costs of storage, loading, transport and unloading remain entirely the responsibility of the customer. The client may insure himself against these risks.

Article 7 - Collection and storage

Upon notification that the goods are available, the customer must immediately proceed with collection.

If the customer fails to take delivery of the goods in a timely manner, they will be stored at the full risk and expense of the customer.

FlorAmor disclaims any liability for loss or theft of goods located in the customer's vehicle.

Article 8 - Complaints

Each delivery should be checked immediately upon receipt.

Visible defects must be reported in writing no later than 2 working days after delivery by registered mail or by e-mail with acknowledgment of receipt, with a detailed and limitative list of the defects.

The use, even partial, of the goods constitutes unconditional acceptance.

FlorAmor as seller is not liable for hidden defects that were unknown to it and that it could not reasonably have known about

Hidden defects must be reported in writing immediately upon discovery and no later than 14 calendar days after delivery.

Article 9 - Liability

FlorAmor may be held liable only if the customer proves that FlorAmor committed gross negligence or willful misconduct, and to the extent permitted by law.

FlorAmor's liability is limited to:

- restoration of foreseeable, direct and personal damage, and

- Up to the amount of the sales invoice in question.

Any liability for indirect damages is excluded, including but not limited to lost profits, lost sales, loss of customers or contracts, reputational damage and incidental expenses.

Article 10 - Product Liability

If and to the extent that FlorAmor is considered a producer within the meaning of the Law of February 25, 1991 on product liability, its liability may be reduced in whole or in part when the damage results from both a product defect and the fault of the victim or a person for whom the victim is responsible.

Article 11 - Warranties and plants (rhododendrons)

FlorAmor's responsibility for growth and flowering of the delivered plants ends upon acceptance of the goods by the customer.

The phytosanitary certificate issued by the Belgian competent services is valid between the parties, even in case of rejection by the authorities of the country of destination.

The production sites of rhododendrons commercialized by FlorAmor have been inspected by the Belgian phytosanitary services.

Given a number of specific increased risks related to this family of plants, any liability of FlorAmor and the producer regarding the conformity of the plants delivered and any hidden defects is limited to defects that should have been known to them, and documented by the buyer, reported in writing to the seller within 7 calendar days of delivery.

After this period, the buyer or his legal successor cannot hold the seller and/or the producer liable for the plants delivered, their conformity and/or any defects in them.

Article 12 - Empty Property

Deliveries are made on Danish Containers with valid label unless otherwise agreed.

Empty goods should be exchanged immediately at the place and time of delivery.

If no immediate exchange takes place, the empties made available shall be deemed leased by the customer as of the day of delivery.

The rental fee becomes due from the 15th calendar day after delivery, but is calculated from the date of delivery, at the following daily rates:

- EUR 2.00 per day per Danish container, and

- EUR 0.30 per day per plate.

This rental fee continues uninterrupted until the day of effective return of the vacant property to FlorAmor.

The period of 14 calendar days does not imply a free right of use, but merely a postponement of claimability of the rental fee.

If the empties are not returned within 60 calendar days of delivery, they are deemed to be definitively lost and, in addition to the rent due, the customer is liable to pay a replacement fee of EUR 130 per Danish container and EUR 7.50 per plate.

Article 13 - Dissolution

If the buyer fails to fulfill one or more of his obligations, is declared bankrupt, enters into a merger or absorption, or is in a state of liquidation, or if his assets are seized in whole or in part, FlorAmor reserves the right, at its option, either to suspend the performance of its own obligations without prior notice of default, or to consider any contract of sale - whether or not partially performed - as terminated by operation of law by the mere occurrence of one of the events listed above. FlorAmor shall also be entitled to recover funds/goods already transferred, without prejudice to FlorAmor's right to compensation for costs, damages and interest. In each of these cases, the purchase agreement shall indeed be dissolved by operation of law on the date of dispatch of a registered letter addressed to the buyer by FlorAmor for that purpose

Article 14 - Force majeure

Any case of force majeure or accident shall automatically release FlorAmor from any obligation, without any claim for compensation. In the event that FlorAmor depends on deliveries from third parties, this provision is also applicable in the event of force majeure or coincidence on the part of these suppliers that would delay the delivery. 

Under no circumstances shall force majeure entitle the buyer to rescind the contract or to compensation for damages. Since the buyer's commitments to FlorAmor essentially constitute an obligation to pay, force majeure on the part of the buyer is hereby expressly excluded. 

The Buyer shall be entitled to invoke force majeure only if the circumstances are beyond the Buyer's direct control and are not attributable to the Buyer, as a result of which fulfillment of the contract can no longer reasonably be required given the circumstances. 

In the event that force majeure results in an unreasonable or disproportionate burden on FlorAmor for the execution of the contract with the Buyer, the parties will enter into consultation in order to jointly obtain a fair adjustment of the contract. 

Shall be considered, inter alia, without limitation, as cases of force majeure: accidents, fire, equipment breakdown, exceptional traffic disruption, exceptional climatic and weather conditions, risk of war, general or partial lockout, terrorism, strikes, import and export restrictions or other governmental measures.

Article 15 - Nullity

The possible nullity or unenforceability of one or more provisions does not affect the validity of the remaining provisions.

Article 16 - Proof

FlorAmor's accounting records, invoices and electronic communications count as full proof in commercial relations.

Article 17 - Data protection

FlorAmor processes personal data in accordance with the General Data Protection Regulation (AVG/GDPR). Further information is available upon request.

Article 18 - Applicable law and competent court

All agreements are governed exclusively by Belgian law, with the express exclusion of the Vienna Sales Convention.

All disputes shall belong to the exclusive jurisdiction of the courts of the judicial district of Ghent, or any other competent court of FlorAmor's choice.