General Terms, Conditions of Sale, and Conditions of Purchase of TULIPINK B.V.

Registered Office: Hesperenzijstraat 18, 5025 KW Tilburg, Nederland

Operational Location: Royal FloraHolland 051547, X1-23, Middel Broekweg 29, 2675 KB, Honselersdijk, Nederland

Chamber of Commerce (KvK) Number: 42035932

PART I: GENERAL TERMS AND CONDITIONS OF SALE

These General Terms and Conditions of Sale apply to all offers, agreements, and transactions where TULIPINK B.V. acts as the Seller.

I. GENERAL

1. These General Terms and Conditions apply to all offers made by TULIPINK B.V. (the 'Seller') to all agreements concluded between the Seller and a customer (the 'Buyer') and to the performance of those agreements. Unless otherwise explicitly agreed in writing, terms and conditions of the Buyer are excluded.
2. Any varying provisions must be expressly agreed in writing. The varying provisions will have preference over these General terms.

II. OFFERS/AGREEMENT

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 nevertheless revoke the offer within two working days of receipt of the acceptance.
2. Any details published by the Seller about the offered product, including but not limited to images, product specifications and similar communications, on the Seller's website, via Royal FloraHolland systems, or wherever else, serve only as indications. No obligation arises from them on the part of the Seller, and the Buyer cannot derive any rights from them, unless the Seller has explicitly stated in writing that the products in question correspond with the published details.
3. 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 (including digital transaction methods via Royal FloraHolland).
4. Offers are once-only and will not apply to repeat orders.

III. PRICES

1. The prices are ex works (EXW) Seller's, which may include the Seller's processing area at Royal FloraHolland, Honselersdijk.
2. Unless otherwise agreed, 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. The Seller shall charge the Buyer all increments to the cost price which are paid initially by the Seller and/or which the Seller is required to charge the Buyer on the basis of a legal arrangement. Transportation insurance will be taken out only at the explicit request and at the expense of the Buyer.
3. 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 at Royal FloraHolland (Honselersdijk) or any other place indicated by the Seller will be regarded as the place of delivery. The risk is transferred to the Buyer at the moment of delivery or, in the event of transportation, at the moment the products are handed over to the haulier or leave the delivery location to be transported, irrespective of whether the transportation takes place from the delivery location and/or whether the Buyer or the Seller pays the transportation costs.
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, if the Buyer has otherwise failed to fulfil his obligations or if, in the Seller's opinion, the Buyer is at risk of failing to fulfil his obligations to the Seller.
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. The products ordered will be available to the Buyer during storage and will be stored to the Buyer's account and at the Buyer's risk.
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 fully or partly rescind the agreement or postpone delivery for the duration of the force majeure.
2. 'Force majeure' includes, but is not limited to, circumstances such as civil commotion, war, strikes, natural disasters, epidemics, terrorism, weather conditions, traffic conditions such as roadblocks, road work or traffic jams, logistics or logistical disruptions at auction platforms, fire, government measures or the such, also if these circumstances relate only to the execution of the agreement by enlisted third parties such as a supplier of the Seller or a haulier.

VI. PACKAGING

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 may be charged and is non-returnable.
3. If the products are delivered in reusable packaging (cardboard boxes) and/or on durable transport material (stacking trolleys, containers, pallets etc., including Royal FloraHolland standard packaging), the Buyer shall return identical packaging material with the same registration (e.g. a chip or label) to the Seller within a week of delivery, also if a usage fee is charged, unless otherwise agreed in writing.
4. If return consignments are not sent on time or durable packaging and/or transport material that is loaned to the Buyer for the longer term is not returned within a reasonable time set by the Seller, the Seller reserves the right to a) charge the costs thereof to the Buyer and b) recover from the Buyer any further loss incurred by the Seller in connection herewith, such as extra rental costs.
5. Any costs initially paid by the Seller for the return transport will be charged separately to the Buyer unless otherwise agreed in writing. If a deposit is charged, that deposit will be refunded after the material in question has been returned in good condition.
6. The Buyer shall reimburse the Seller for the repair or replacement costs of reusable and/or durable packaging that is damaged or lost and for any further damage sustained by the Seller in connection herewith, such as extra rental costs.
7. In the event of a dispute between the Seller and the Buyer with regard to outstanding quantities of transport material the administrative records of the Seller shall prevail.

VII. COMPLAINTS

1. Notification regarding complaints concerning visible defects, including quantities, sizes and/or weight, must be received by the Seller by fax, e-mail or telephone immediately after discovery but at the latest within 24 hours of receipt. Notification by telephone must be confirmed in writing by the Buyer within two days of receipt of the products. The Buyer or recipient of the products must also note any visible 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. If 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 detailed and accurate description of the defect(s), supported by evidence in the form of, for example, photos or an expert report; and
• 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 same.

1. 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, unless the Seller has explicitly agreed in writing to waive an investigation on location. The products must be kept in the original packaging.
2. Complaints that concern only a part of the products delivered will not entitle the Buyer to reject the entire delivery.
3. Once the time limits referred to in VII.1 and 2 have elapsed, the Buyer will be deemed to have accepted the products delivered and the invoice rendered. The Seller will then no longer be obliged to handle any claims submitted by the Buyer.
4. If a complaint submitted by the Buyer proves unfounded, the Buyer shall reimburse the Seller for any costs incurred in connection with the investigation.

VIII. LIABILITY

1. The Seller is not liable for any loss incurred by the Buyer, unless and to the extent the Buyer proves, that the loss was caused by intent or gross negligence on the part of the Seller.
2. Defects concerning any possible phytosanitary and/or other requirements that are applicable in the country of importation do not entitle the Buyer to any indemnification or rescindment of the agreement, unless and to the extent that the Buyer has informed the Seller of these requirements beforehand in writing.
3. The Seller is never liable for any consequential loss suffered by the Buyer. Should the Seller nevertheless have to indemnify a loss, liability of the Seller for any loss incurred by the Buyer will not exceed the invoice value of the part of the products delivered to which the claim applies.
4. Unless otherwise expressly stated, the products delivered are intended exclusively for decorative purposes and are not suitable for internal consumption. The Seller notes that the products may have harmful effects on humans and/or animals in the event of incorrect use, consumption, contact and/or hypersensitivity. In addition, moisture dripping from some products can cause damage to materials that it comes into contact with. The Buyer must pass on this warning to its customers and indemnifies the Seller against any and all claims from third parties, including end users, in respect of these consequences.

IX. PAYMENT

1. Payment must be made at the office of the Seller or via the settled clearing systems of Royal FloraHolland, and at the Seller's option:

• net cash on delivery; or
• within the term indicated by the Seller or, if no term has been specified, within 30 days after the invoice date, by means of deposit or transfer to a bank account indicated by the Seller; or
• by automatic withdrawal.

Any possible bank or clearing charges will be for the account of the Buyer.

1. The Buyer may not defer payment of the purchase price or deduct any amounts from the purchase price without explicit prior written permission from the Seller.
2. The Buyer will be in default upon the expiry of the term of payment. The Seller will then be entitled to rescind the agreement with immediate effect. The Seller is not liable regarding any consequences that this rescindment might entail.
3. If the Buyer is in default, the Seller will be entitled to charge interest of 1.5% on a monthly basis or, should the legal rate be higher, the legal rate on the amount outstanding, as from the due date of the invoice until the date of payment in full. If the Buyer is in default the Seller is further entitled to charge any exchange-rate losses incurred as a consequence thereof.
4. A Buyer based in an EU Member State other than the Netherlands shall inform the Seller correctly in writing of his VAT identification number. At the first request of the Seller the Buyer shall further provide the Seller with all the information and documents that the Seller requires to prove that the products have been delivered to an EU Member State other than the Netherlands. The Buyer shall indemnify the Seller against all claims and all adverse consequences arising from failure or partial failure to fulfil these obligations.
5. If third parties are instructed to collect overdue payments, the Buyer shall account to the Seller for any court and/or out-of-court costs involved, subject to a minimum of 15% of the outstanding sum, and such sums will fall due immediately.

X. RETENTION OF TITLE

1. Title to all products delivered will continue to vest in the Seller until the Buyer has settled in full all amounts that are payable or will be payable to the Seller by the Buyer for products delivered by the Seller, including payments for any shortcomings by the Buyer in the fulfilment of his obligations.
2. The Buyer may not pledge the delivered products or use them as security in any other manner as long as ownership has not been transferred. If third parties levy or intend to levy an attachment on those products or otherwise wish to dispose of them, the Buyer must immediately inform the Seller accordingly.
3. The Buyer must always fully cooperate, at the Seller's first request, in the Seller's exercising of its retention of title. The Buyer will be liable for all costs incurred by the Seller in connection with its retention of title and any related actions, as well as for any direct and indirect loss incurred by the Seller arising therefrom.
4. With respect to products destined for export, from the time of arrival in the country of destination, the law of the country of destination will apply to the property law consequences related to retention of title. From that moment, if permitted under that applicable law, the following provisions apply in addition to the provisions of points 1 to 3 above:

• In the event of breach of contract by the Buyer, the Seller will have the right to immediately take possession of the products delivered and of the relevant packaging and transport materials, and to dispose of them at its discretion. If so prescribed by law, this will imply termination of the agreement in question.
• The Buyer will be entitled to sell the products in the ordinary course of its business. It hereby assigns all claims that it may acquire against third parties pursuant to such sales. The Seller hereby acknowledges this assignment and reserves the right to pursue any such claims as soon as the Buyer fails to fulfil its payment obligations.
• The Buyer may process the products in the ordinary course of its business, whether or not the products are mixed with other products not supplied by the Seller. The Seller will acquire joint title to the new goods, in the proportion in which the Seller's products form part of those new goods, the ownership of which, should this occur, is transferred at this moment by the Buyer to the Seller, who accepts this transfer.
• If the Seller is required by law to surrender part of the stipulated security on request (if the security exceeds the value of any outstanding claims by a certain percentage), it will do so as soon as the Buyer so requests and if it is also apparent from the Seller's accounting records.

XI. DATA PROTECTION

The Seller is entitled to place identification data and data regarding payment and the payment behaviour of the Buyer at the disposal of industry data sharing platforms (such as Floridata or Royal FloraHolland systems) in order to gain market insights and evaluate credit risks, subject to compliance with applicable data protection laws.

XII. APPLICABLE LAW/DISPUTES

1. All agreements to which these General Terms and Conditions of Sale apply in full or in part are governed exclusively by Dutch law. The provisions of the Vienna Sales Convention are expressly excluded.
2. The Buyer may only submit claims in respect of or arising from agreements, to which these General Terms and Conditions apply, to the competent Dutch Court in the territory in which the Seller has its registered office (Tilburg, Netherlands). The Seller may submit such claims either to the competent court in the territory in which the Seller has its registered office or to the Dutch court in the territory in which the Buyer has its registered office.

PART II: GENERAL TERMS AND CONDITIONS OF PURCHASE

These General Terms and Conditions of Purchase govern all transactions where TULIPINK B.V. acts as the Buyer/Purchaser of products, including sourcing via Royal FloraHolland.

I. GENERAL

1. In these General Terms and Conditions of Purchase, the Buyer is taken to mean TULIPINK B.V. and the Supplier is taken to mean the Buyer's other contractual party (the supplier or grower).
2. These General Terms and Conditions of Purchase govern all applications, quotations and offers, orders and agreements with respect to the supply of goods to the Buyer.
3. Any derogation from these Terms and Conditions will bind the Buyer only if it has been explicitly agreed in writing.
4. Any General Terms and Conditions used by the Supplier do not apply. Even if the Supplier uses general terms and conditions, the Buyer's Terms and Conditions always will prevail.

II. QUOTATIONS/AGREEMENT

1. An agreement that follows from a quotation/offer from the Supplier will be deemed to have been concluded at the time at which the Buyer sends the written or electronic acceptance of the quotation. In the event that the Buyer places an order without the Supplier making an offer in advance, the agreement will be deemed to have been concluded in the event that the Supplier confirms the order without making any changes or, if no written response is sent, in the event that the Supplier starts carrying out the order.
2. Every quotation that the Supplier makes is irrevocable and non-negotiable. The Buyer will be entitled to accept it up to 60 days after the Buyer has received the quotation, unless the quotation in question stipulates a different term.

III. PRICE AND PAYMENT

1. The agreed price is fixed, unless the agreement stipulates the circumstances that can lead to a price adjustment and the manner in which the adjustment will be calculated.
2. The price will be based on the delivery condition DDP (Delivered Duty Paid, Incoterms), at the delivery location indicated by the Buyer, which defaults to the operational location at Royal FloraHolland, Honselersdijk unless otherwise specified.
3. Unless the parties explicitly agree otherwise the price will be denominated in euros and will be exclusive of VAT.
4. The Buyer applies a payment term of 30 days after it receives the invoice, provided that the goods, in addition to the installation and assembly of them, if applicable, have been approved. Settlement may also occur through standard Royal FloraHolland clearing routines. The Buyer will be entitled to set off a purchase price against any claim that the Buyer has against the Supplier, on any ground whatsoever and regardless of whether or not it is due and payable.

IV. TERM OF DELIVERY

1. Delivery on the agreed date or within the agreed term of delivery is essential for the Buyer and is to be deemed fixed or subject to a final deadline. In the event that the Supplier has failed to deliver at the agreed time or within the agreed term it will be in default without any further notice of default being required.
2. Delivery may be made before the agreed delivery date or term only if the Buyer has given prior permission to do so in writing and such a delivery will not lead to any change in the time at which payment must be made.
3. The Supplier must notify the Buyer in writing immediately in the event that the Supplier expects that it will not be able to deliver at the agreed time; in that context the Supplier must state the reasons for the delay.
4. In principle the Buyer will not accept any goods that are delivered late; the agreement in question will be deemed to have been dissolved as a result of the term of delivery being exceeded. However, in all such cases the Buyer will be entitled to choose to demand that the agreement nonetheless be complied with in whole or in part.
5. Goods that are delivered at the Buyer's place of business late, in spite of the fact that the Buyer has not explicitly accepted them, will remain at the Supplier's risk and expense until the Buyer has explicitly accepted the delivery, if it chooses to do so. The Buyer may or may not place the goods in cold stores, at its own discretion; the Supplier will continue to fully bear any related risk. In the event that the Supplier fails to pick up the goods that have been delivered late immediately upon request, the Buyer will be entitled to return the goods at the Supplier's risk and expense, or to sell the goods in order to recover damage. Immediately upon request by the Buyer the Supplier will compensate any other damage that the Buyer has sustained.
6. The Buyer will be entitled to request that the delivery be postponed or that delivery be made in consignments. In the event that the delivery of the goods is postponed at the Buyer's request, the Supplier will store them in a manner that properly separates them and ensures that they are recognisably intended for the Buyer, in which contexts the ownership of the goods will be transferred to the Buyer. The Supplier will store the goods at its own risk and expense, with the exception of the risk of normal decrease in quality, unless the decrease has been caused by the Supplier's failure to store with due care and diligence.

V. PACKAGING, GUARANTEE AND INSPECTION

1. Unless the parties have agreed otherwise in writing, the Supplier will be obliged to sort, load and package the goods that it is to supply in accordance with the product specifications as drawn up by the VBN (Vereniging van Bloemenveilingen in Nederland), ensuring standard quality controls for floricultural products.
2. The Supplier guarantees that the goods that are delivered will have the characteristics that normally can be expected of similar goods of good quality; in that context, among other things, they must be in compliance with the applicable requirements stipulated by the government (such as phytosanitary and environmental requirements) and they must be accompanied by the proper, required documentations (such as a plant passport or phyto certificate).
3. The Supplier guarantees that the goods that have been delivered cannot have any harmful effects for people and animals and that they cannot cause any harmful effects to materials. The Supplier indemnifies the Buyer against any and all claims brought by third parties, including end users, in respect of such consequences.
4. At the Buyer's request the Supplier will be obliged to enable the Buyer to inspect the goods to be delivered prior to the delivery. If rejected, the Supplier will be obliged to offer the missing or replaced goods as quickly as possible for a new inspection at its own risk and expense.

VI. APPROVAL/ACCEPTANCE

1. The delivery will not be deemed to have been accepted by the Buyer until the Buyer has explicitly approved the goods after delivery or arrival at the Royal FloraHolland location.
2. Approval of the delivered goods by or on behalf of the buyer does not constitute the Buyer's recognition that the product is in compliance with the guarantees stipulated in Article V.
3. The Buyer will be entitled to reject and/or refuse the goods within a reasonable term after it has discovered a defect. Any payment of the invoice made prior to that time or onward supply to third parties will not affect that right.

VII. INTELLECTUAL PROPERTY AND ROYALTIES

With respect to goods in which intellectual property rights are vested (such as plant breeders' rights), the Supplier guarantees that all due royalties have been paid and fully indemnifies the Buyer against any third-party intellectual property claims.

VIII. LIABILITY

The Supplier is fully liable for any and all damage that the Buyer sustains as a result of a failure to make delivery, a failure to deliver on time, or a deficient delivery (including the presence of undesired pesticides or harmful substances).

IX. DISSOLUTION

In the event of a breach of contract, bankruptcy, or shutdown of the Supplier's business, TULIPINK B.V. is entitled to dissolve the agreement effective immediately simply by giving notice, without prejudice to its right to full compensation.

X. APPLICABLE LAW AND JURISDICTION

1. All agreements concluded with the Buyer are exclusively governed by Dutch law, to the exclusion of the Vienna Sales Convention.
2. Any disputes arising from or related to these agreements shall be submitted exclusively to the competent court in the district where the Buyer has its registered office in The Netherlands, unless the Buyer opts to submit the dispute to the court where the Supplier has its place of business.