GENERAL TERMS AND CONDITIONS OF SALE FLORA WORLD

Article 1: Validity

1.1 The present General Terms and Conditions of Sale shall apply to all quotes, orders, agreements and deliveries of FLORA WORLD NV, a public limited liability company under Belgian law, with registered office at 6 Hellegatstraat, 2590 Berlaar (Legal Entities Register (RPR) of Antwerp - Mechelen Division) and company number 0452.367.022 (hereinafter referred to as "FLORA WORLD"), including all orders placed by the customer.

1.2 The customer’s assignment or order, or the acceptance of the quote raised by FLORA WORLD shall be considered as acceptance of the present General Terms and Conditions of FLORA WORLD. Specific provisions, which derogate from the present General Terms and Conditions, shall be binding only if they have been agreed and laid down in writing. FLORA WORLD shall accept the application of the customer’s general terms and conditions only where this has been expressly agreed and laid down in writing.

1.3 In the event of discrepancies between a provision set out in the quote/order/agreement and a provision of the present General Terms and Conditions, the provisions of the quote/order/agreement shall prevail, albeit solely for the part which expressly derogates from the present General Terms and Conditions.

1.4 The customer hereby expressly acknowledges that the present terms and conditions may change in the future, to the effect that, for every order, the customer shall be deemed to have read, accepted and approved the General Terms and Conditions in place at that point in time.

Article 2: Quotes

2.1 In all cases, the agreement between the customer and FLORA WORLD shall be deemed to have been formed at FLORA WORLD's registered office. On no account shall a distance contract within the meaning of Volume VI of the Economic Law Code be established between FLORA WORLD and the customer.

2.2 All special offers and/or quotes are without obligation at all times and are not binding on FLORA WORLD, unless expressly agreed otherwise. FLORA WORLD can under no circumstances be held to accept an order, unless expressly agreed otherwise. Orders taken by a FLORA WORLD representative become final only upon written confirmation by an authorised FLORA WORLD office holder.

2.3 At all times, the prices, discounts and terms and conditions specified in the confirmation of the quote are expressed in the currency stated in the quote and are exclusive of VAT, delivery and transport costs and other taxes and costs which are payable by the customer. All and any increases in the VAT rate or any other taxes of any kind between the time of order confirmation by FLORA WORLD and the time of delivery to the customer, shall be defrayed by the customer.

2.4 Prices specified in the confirmation of the quote are strictly provided as an indication, on the understanding that the fulfilment of the order is made to occur based on the prices, discounts and terms and conditions as applicable on the day of delivery. FLORA WORLD reserves the right to change the prices specified in the confirmation of the quote at any time, in the event the prices, discounts and terms and conditions were to change further to confirmation of the quote, for instance in case of major currency fluctuations of domestic as well as foreign currencies, raised social security charges, etc.

2.5 Changes of any kind to the original order accepted by FLORA WORLD, made or requested by the customer in writing or verbally, shall be billed extra to the customer and may extend the delivery period.

2.6 In no event shall FLORA WORLD be under obligation to store the ordered goods of the customer beyond the delivery term. Where the customer wishes for FLORA WORLD to store the customer's goods, the customer shall lay this down in writing with FLORA WORLD. In said case, the storage shall be at the risk of the customer, who hereby expressly releases FLORA WORLD from all and any liability in connection with said storage (including loss or damage), except in the case of wilful intent or gross negligence on the part of FLORA WORLD.

Article 3: Delivery and Delivery Time

3.1 In all cases, the goods ordered by the customer shall be deemed to have been sold, delivered and accepted in the warehouses of FLORA WORLD. The goods consequently travel at the customer's risk at all times, even when delivery is carriage paid. Where the goods are sold carriage paid, FLORA WORLD shall defray the transport costs only as far as the address specified by the customer.

3.2 All delivery dates are provided by FLORA WORLD for information purposes only. No amount of delay in the delivery shall constitute grounds for the sale contract to be dissolved or terminated at the expense and to the detriment of FLORA WORLD, nor shall it entitle the customer to any kind of compensation, except where the deadline was deliberately not met or where the delay is the result of gross negligence on the part of FLORA WORLD.

3.3 Orders placed by the customer and accepted by FLORA WORLD, must be collected within the period agreed. Where the goods fail to be collected within the period agreed, FLORA WORLD shall be within its rights to cancel the sale-purchase in whole or in part, by operation of law and without prior notice, to the detriment and at the expense of the customer. In said case, FLORA WORLD shall be free to decide, at its own discretion, to either (i) bill the customer a flat rate sum in compensation in the amount of 20% of the sales price of the goods, excluding V.A.T. or (ii) to force the customer to accept delivery.

Article 4: Guarantee

4.1 Photographs, representations, specifications and information found on the FLORA WORLD website, catalogues, brochures, price lists, other commercial documents as well as samples shall not be considered binding on FLORA WORLD. In all cases, the goods delivered shall be subject to a number of tolerances, including albeit not limited to slight variations in texture and colour, derogations in size, composition of materials, etc. The customer hereby acknowledges that such tolerances may occur and that FLORA WORLD shall on no account accept liability for damages or accept for the agreement to be dissolved or terminated at the expense and to the detriment of FLORA WORLD, where said tolerances occur.

4.2 Flaws caused by accidents, negligence or misuse (by the customer or a third party) are not covered by any kind of guarantee. The guarantee also ceases to apply where the customer and/or third parties made adjustments to or carried out work on the delivered goods.

Article 5: Flaws and complaints

5.1 All complaints relating to non-conformity of deliveries and invoices must reach FLORA WORLD within ten (10) working days counting from the delivery of the goods or the date on which the invoice was sent. Said complaint must be entered by letter sent by recorded delivery, except in the situation detailed in article 5.3.

5.2 Complaints relating to the contents, the condition and the quantities as well as the conformity of the goods ordered must be recorded on the delivery note at the time of delivery-acceptance where they relate to visible flaws and where the customer may reasonably establish said flaws at the time of delivery. If the customer is not present at the delivery, the customer must make his objections known to FLORA WORLD by letter sent by recorded delivery within ten (10) working days after delivery.

5.3 Complaints relating to non-conformity of the delivery, which could not be established at the time of delivery, must be notified to FLORA WORLD within one month after the discovery of the flaw in question, by way of letter sent by recorded delivery stating grounds. For hidden flaws, FLORA WORLD shall accept liability only if the customer is able to serve proof that the flaw was already present in germinal form at the time of delivery and provided the flaw becomes apparent within twelve (12) months from the date of delivery.

5.4 Any complaints entered beyond the time limits set out in articles 5.2 and 5.3, or which fail to comply with the formalities as detailed therein, shall be considered late by FLORA WORLD and shall on no account constitute grounds for FLORA WORLD to take any kind of action.

5.5 FLORA WORLD hereby undertakes to treat complaints within a reasonable period of time, within the time limits specified in articles 5.2 and 5.3 and in compliance with the applicable formalities. Complaints found to be duly justified compel FLORA WORLD to replace the non-compliant goods, without the customer being entitled to any kind of compensation or suspension of payment. The processing of the delivered goods by the customer implies acceptance of the goods on the part of the customer.

Article 6: Liability

6.1 FLORA WORLD shall accept liability solely for direct loss or damage that is due to actions or omissions by a designated person or staff member of FLORA WORLD or by FLORA WORLD itself. On no account shall FLORA WORLD accept liability for indirect and/or consequential loss or damage, including albeit not limited to loss of reputation, loss of opportunity, loss of profits or turnover, loss of savings, etc., nor in the case of a fault/omission by a third party, such as FLORA WORLD’s suppliers, manufacturers, etc. 

6.2 At all times, any liability on the part of FLORA WORLD shall be limited to the value of the agreement/quote, except in the case of fraud or malicious intent on the part of FLORA WORLD.

Article 7: Invoices

7.1 Unless expressly specified otherwise on the invoice or in the quote/agreement, all FLORA WORLD invoices are payable in cash at FLORA WORLD’s warehouses or upon receipt of the invoice, in which case the invoice must be paid within eight (8) days, unless otherwise specified on the invoice. By operation of law and without prior notice of default, all invoices not paid on the maturity date shall be raised by the interest specified in the Act on payment arrears in commercial transactions (02/08/2002) as well as raised by an indemnity to cover the recovery costs, conventionally set at fifteen percent (15%) of the outstanding debt with a minimum of one hundred and twenty-five euros (125.00 EUR). In all cases, FLORA WORLD shall be within its rights to claim a higher sum in compensation if it is able to serve proof that it incurred greater loss.

7.2 Late payment of one invoice shall result in other invoices, for which a payment term was granted, becoming instantly claimable by operation of law and without prior notice of default.

7.3 Where the customer fails to make the agreed payments, even if these are partial payments, FLORA WORLD shall be within its rights to suspend its services until the customer has fully complied with its payment obligations. The suspension shall not give rise to any compensation for the customer.

Article 8: Title of ownership

8.1 It is hereby expressly agreed that the title of ownership over the delivered goods shall exclusively remain with FLORA WORLD until the time payment, including additional costs, is received in full.

8.2 FLORA WORLD shall be free at all times to invoke article 8.1 from five (5) working days after the date on which notice of default demanding payment was served by letter sent by recorded delivery which went unheeded. In that case, the goods are to be immediately returned to FLORA WORLD on simple request, at the customer’s expense and without prejudice to FLORA WORLD’s entitlement to indemnification in full.

8.3 In the event the defaulting customer goes bankrupt, requests the application of the Continuity of Companies Act or in any other way ceases its activities, FLORA WORLD reserves the right to claim the return to FLORA WORLD of the goods sold, by simple request addressed to the person who is in possession of the goods in question.

Article 9: End of the Agreement

9.1 The agreement shall be deemed to be dissolved by operation of law in the event of bankruptcy, judicial composition, tax or social security debts, the application of the Continuity of Companies Act, admission to collective debt mediation or any other form of liquidation of the customer. FLORA WORLD shall be entitled to immediate payment for all services and goods delivered up until this time, without prejudice to its right to indemnification in full.

9.2 FLORA WORLD shall be within its rights to terminate the quote/agreement in whole or in part by way of a letter sent by recorded delivery, if the customer fails to comply with its obligations within fourteen (14) calendar days after having been served notice of default to this end by letter sent by recorded delivery.

9.3 In case of unilateral termination of the agreement by the customer or in case of court-ordered dissolution of the agreement to the detriment and at the expense of the customer, a flat rate sum in compensation in the amount of 25% of the agreed price is due, in addition to the deposit already paid, which shall be considered as definitively acquired in this case. Said sum in compensation shall be non-refundable and both FLORA WORLD and the customer hereby agree that said loss constitutes the loss actually incurred.

Article 10: Personal data

10.1 It may be that FLORA WORLD processes certain personal data in the fulfilment/performance of the quote/agreement. In all cases, any such processing is carried out in the context of the contractual relationship between the customer and FLORA WORLD. FLORA WORLD hereby undertakes to only process personal data that are strictly necessary to properly fulfil/perform the quote/agreement.

10.2 It may be that personal data are shared with third parties. In all cases, any such disclosure is made to occur in the context of the performance of the agreement and shall be limited to what is strictly necessary.

10.3 FLORA WORLD shall store personal data for the period necessary to accomplish the purposes of the quote/agreement unless a longer data retention period is required or justified by law or another statutory obligation.

10.4 Under the General Data Protection Regulation, data subjects have a number of rights in respect of the processing of their personal data. These rights: the right to consult their data, obtain a copy of their data, to have their personal data erased, the right to seek the use of their data to be limited and the right to the transferability of their data. The customer is entirely within its rights to exercise these rights at all times. However, where the exercise of any one of these rights results in FLORA WORLD no longer being able to properly perform/fulfil the agreement/quote, FLORA WORLD shall be within its rights to terminate the agreement with immediate effect and without being liable for any compensation.

Article 11: Force majeure

11.1 Instances of force majeure and, more generally, all circumstances which act to prevent, reduce or delay the performance/fulfilment of the agreement/quote by FLORA WORLD shall release FLORA WORLD from all and any liability and allow the latter, depending on the situation, to either reduce the scope of its obligations, to terminate the agreement or to suspend the performance thereof, without being liable for any compensation. The following, in amongst other circumstances, are considered instances of force majeure: war, civil war, call to arms, industrial action (strikes), rioting and lock-outs, both at FLORA WORLD and at its suppliers, equipment breakdown, viruses or malware or bugs, fire, water damage, pandemics, interruption of transport, difficulties with the supply of raw materials, materials and energy and restrictions or prohibitions imposed by the government.

11.2 With respect to the delivery and fulfilment deadline, it is hereby expressly agreed that force majeure shall be said to exist on the part of FLORA WORLD if, in derogation from the agreements put in place between FLORA WORLD and its suppliers, the latter were to fail to deliver materials/goods on time.

Article 12: General provisions

12.1 Any person or company that places an order with the request to bill said order to a third party shall be held jointly and severally liable for the payment thereof.

12.2 If one or more provisions of the present General Terms and Conditions are found to be contrary to applicable law or null and void for any other reason, the remaining provisions shall continue to apply in full force and effect, and the clause in question shall not be void but shall be applied within the confines of what is legally permissible.

12.3 Without FLORA WORLD’s prior written consent, the customer shall not be allowed to transfer the rights and obligations it has vis-à-vis FLORA WORLD to third parties.

12.4 FLORA WORLD reserves the right to outsource all or part of the fulfilment of the order to sub-contractors.

12.5 FLORA WORLD shall be free to use the quote/agreement as a reference for its commercial activities, without the customer’s prior written consent.

12.6 The non-exercise by FLORA WORLD of any of its rights shall on no account be construed as a waiver of said rights.

Article 13: Applicable law and courts of competent jurisdiction

13.1 Any disputes between FLORA WORLD and the customer shall be solely governed by Belgian law, to the exclusion of any other national bodies of law, excluding its conflicts of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly ruled out.

13.2 All disputes of any kind, with the inclusion of those relating to the application and interpretation of the present General Terms and Conditions, the agreement/quote or any other binding documents agreed between FLORA WORLD and the customer, shall be exclusively heard by the courts of competent jurisdiction of the legal district of Mechelen, Belgium without prejudice to FLORA WORLD’s right to summon the customer to appear before the court of competent jurisdiction of its place of residence or registered office.