Terms and Conditions
General Terms and Conditions for the Wholesale Trade in Floricultural Products
drawn up by the Association of Wholesalers in Floricultural Products (VGB) and filed with the Amsterdam Chamber of Commerce and Industry under
1. These General Terms and Conditions apply to all offers made by a wholesaler in flower and plant nursery products (the `Seller'), to all
agreements concluded between the Seller and a customer (the `Buyer'), and to the performance of those agreements.
2. Any varying provisions must be expressly agreed in writing and will be deemed to supplement these General Terms and Conditions. To the extent
that the varying conditions are not compatible with these General Terms and Conditions, the varying provisions will have preference over the
1. All offers made shall not bind the Seller, unless they specify a time limit. If a non-binding offer is accepted by the Buyer, the Seller may revoke
the offer within two working days of receipt of the acceptance.
2. An agreement will be concluded at the moment of express acceptance of the order by the Seller in a manner that is customary in the sector.
3. Offers are once-only and will not apply to repeat orders.
1. The prices are generally determined upon acceptance of the order.
2. The Prices are ex works (EXW) Seller's.
3. The Prices do not include value added tax (VAT), import duties, other taxes and charges, costs of quality inspection and/or phytosanitary testing,
costs of loading and unloading, packaging, transport, insurance and any other costs.
4. The prices are in euros, unless another currency is stated in the invoice.
IV DELIVERY AND DELIVERY TIME
1. Any delivery times quoted are an indication only and may in no event be regarded as being of the essence, unless otherwise expressly agreed in
writing. The Seller will not be liable for any loss incurred by the Buyer as a result of delays beyond the delivery time quoted.
2. Should the Seller not be able to perform (part of) an order, he will inform the Buyer as soon as possible. If the Seller is not able to deliver the
ordered quantity, he may deliver a smaller quantity or postpone the performance and/or, by mutual arrangement with the Buyer, deliver other
products that are similar or of the same value.
3. Unless otherwise expressly agreed in writing the Seller's warehouse or processing area or any other place indicated by the Seller will be regarded
as the place of delivery.
4. Delivery will be free only if and to the extent as so agreed and stated by the Seller in the order confirmation.
5. The Seller reserves the right not to perform orders if the Buyer has not paid for previous deliveries within the agreed term of payment.
6. If the Buyer has not taken delivery of the products at the agreed time and place, the Buyer will be in default and liable for any loss in quality
suffered due to storage. The products ordered will be available to the Buyer during storage and will be stored to the Buyer's account and at the
7. If, however, the Buyer has not taken delivery of the products after a limited storage period (that may be considered reasonable in view of the
product type) and if in the opinion of the Seller the risk of loss of quality and/or decay of the products so demands in order to limit loss,
the Seller will be entitled to sell the products in question to a third party.
8. Non-performance by the Buyer does not relieve him of his obligation to pay the full price.
9. The Seller will not be liable for any loss incurred as a consequence of non-delivery.
V FORCE MAJEURE
1. In the event of force majeure the Seller may rescind the agreement or temporarily postpone delivery.
2. `Force majeure' includes, but is not limited to, circumstances such as civil commotion, war, strikes (even when at the Seller's), natural disasters,
epidemics, terrorism, weather conditions, traffic conditions such as roadblocks, road work or traffic jams, fire, government measures or
1. The products will be packaged in the manner that is customary in the flower and plant wholesale trade in such a way as will be determined by the
Seller in accordance with sound business practice, unless otherwise agreed in writing.
2. Non-reusable packaging will be charged at cost.
3. Reusable packaging and other durable material (cardboard boxes, containers, stacking trolleys, etc.), which will remain the Seller's property, will
also be charged at cost and must be returned to the Seller. The costs of the return shipment will be charged to the Buyer separately.
If the material is returned in good condition within thirty days after the invoice date, the costs charged will be credited, after deduction of any
agreed amount for use, to the Buyer's account.
4. If the Buyer fails to return durable packaging material (stacking trolleys, containers, etc.), the Seller reserves the right to charge the costs of that
material to the Buyer and to recover from the Buyer any further loss incurred.
5. If a deposit is charged, that deposit will be refunded after the material in question has been returned in good condition. The costs of the return
shipment will be charged to the Buyer.
1. Complaints concerning visible defects in products delivered must be notified to the Seller by fax, telex, e-mail or telephone immediately after
discovery but at the latest within 24 hours of receipt. The moment of receipt of the complaint by the Seller is decisive. Notification by telephone
must be confirmed in writing by the Buyer within two days after receipt of the products. The Buyer or recipient of the products must also note the
complaint upon delivery on the transport documents in question.
2. Complaints concerning non-visible defects in products delivered must be notified to the Seller immediately after discovery. When the complaint
was not submitted in writing, it must be confirmed to the Seller in writing within 24 hours.
3. A complaint must in any event contain:
a. a detailed and accurate description of the defect(s); and
b. a statement of any other facts from which it can be inferred that the products delivered and the products rejected by the Buyer are one and the
4. The Buyer is to enable the Seller to investigate, or instigate an investigation of, the validity of the complaints on location and/or to take back the
products delivered. The products must be stored in the original packaging.
5. Complaints in respect of a part of the products delivered will not entitle the Buyer to reject the entire delivery.
6. Once the time limits referred to above have elapsed, the Buyer will be deemed to have accepted the products delivered or the invoice rendered.
The Seller will no longer be obliged to handle any claims submitted by the Buyer.
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