Tulipink Terms of Service
Welcome to Tulipink!
Thank you for choosing Tulipink as your trusted flower delivery partner. These Terms of Service ("Terms") apply to all users of our website and services. By accessing or using Tulipink, you agree to these Terms. Please review them carefully.
General/ Applicable terms and conditions
1. These General Terms and Conditions of Tulipink hereinafter referred to as: the "General Terms and Conditions", which were filed with the Registry of the District Court in Amsterdam, are applicable to the services of Tulipink offered via its digital platform Tulipink (hereinafter referred to as: "Tulipink ") and are also applicable to the use of and participation in Tulipink and to any and all related (legal) acts, including the posting of Offers, Requests, and the like on Tulipink , the performance of Transactions and/or the conclusion and/or realisation of Sale and Purchase Agreements.
2. These General Terms and Conditions are applicable to both the legal relationship between Users respectively the Seller / Buyer mutually and the legal relationship between Tulipink and Users respectively the Seller / Buyer, to the extent that these General Terms and Conditions do not expressly determine otherwise.
3. By ticking "I agree with the terms and conditions" on Tulipink , the User declares agreement with the applicability of the General Terms and Conditions Tulipink , the electronic availability of the same, as also that the said availability took place, and agreement with the registration and processing of login details in order to check on improper use and to accomplish improvement of the services.
4. The applicability of the (general) terms and conditions of Users, of a third party or of a Service Provider is expressly excluded, unless Tulipink expressly agreed with the relevant applicability and/or unless these General Terms and Conditions expressly determine otherwise. The User expressly declares not to object to the applicability of these General Terms and Conditions. If additional / other terms and conditions of a specific transaction module, of a payment module or of a sales channel connected to Tulipink are contradictory with a provision of these General Terms and Conditions, then these General Terms and Conditions shall prevail.
5. If, with regard to the legal relationship between the Users, they mutually expressly stipulated additional or different terms and conditions, then Tulipink shall not be held to apply them, unless the Seller and/or the Buyer expressly communicated this to the Order Risk Consultancy Department or another relevantly designated department of Tulipink prior to the conclusion of a Sale and Purchase Agreement on or via Tulipink and the said department of Tulipink approved this or confirmed this affirmatively to the Buyer / Seller, with the understanding that the relevant (own) terms and conditions of the Seller and/or the Buyer do not deviate from or conflict with these General Terms and Conditions and/or other terms and conditions declared applicable by or on behalf of Tulipink or a Service Provider to such degree that observance by and/or the (performance of) services by Tulipink or a relevantly designated Service Provider (under these General Terms and Conditions) cannot reasonably be required.
As the occasion arises, Tulipink shall be entitled to reverse the conclusion of a Sale and Purchase Agreement or Tulipink and/or the relevantly designated Service Provider shall be entitled not to perform relevant services and/or to suspend and/or to reverse the same.
6. If a provision of these General Terms and Conditions is null and void or unenforceable, then Tulipink shall be entitled to replace the said provision by a provision that is best in line with the objective and the scope of the original provision.
7. The present General Terms and Conditions will, if so requested, be made available to the User by email or in another manner free of charge.
Definitions
For the purpose of these General Terms and Conditions, the following terms and abbreviations are defined as follows:
• Offer: the Products offered on Tulipink by a Seller;
• Request: the request posted on Tulipink by a Buyer for the submission of an Offer, with the understanding that the said request can also exclusively comprise the Product required by the Buyer and not (yet) the Purchase Price and the quantity of Products to be purchased;
• Agent: a (natural or legal) person who is authorised to represent the Seller or the Buyer on Tulipink and who is entitled to post an Offer or Request on behalf of the Seller or the Buyer, to conclude a Sale and Purchase Agreement and/or to purchase services.
• API Terms and Conditions: the General Terms and Conditions API for Tulipink ;
• Agreement: a Sale and Purchase Agreement established and/or registered between Users via Tulipink ;
• Service Provider: the (natural or legal) person acting in the course of their profession or business who registered on Tulipink in the said capacity and who offers and/or provides services to Buyers on Tulipink , including logistical, financial and other service providers;
• Essentials: the stipulated specifications, including the sold / purchased Products, the quality and type of Products, the Purchase Price, the quantity of Products to be delivered and/or purchased, the Delivery Location, and the like;
• Exporter module: Sub-user accesses the supply placed in Tulipink via the exporter module, under the stated conditions of Buyer to place (call-off) Orders on behalf of Buyer.
• Tulipink : the digital platform and/or digital environment that can be accessed via the website www.tulipink.nl and all (mobile) applications and API links with which this digital platform can be approached and can be used and on which Users (Sellers) can sell the ornamental plants or flowers offered by them and on which Users (Buyers) can purchase ornamental plants or flowers and Sale and Purchase Agreements can be concluded between Users mutually;
• User(s): the Seller, Buyer, Agent who, through registration as a User on Tulipink and acceptance of these General Terms and Conditions and the applicable Tulipink Privacy Statement and/or the API Terms and Conditions, expressed their intention of using Tulipink ;
• Purchase Tip: a short-term Offer addressed to a specific Buyer by a Seller;
• Sale and Purchase Agreement: an agreement for the sale (purchase) of Products concluded via Tulipink following the acceptance of an Offer, Request, Purchase Tip, (call-off) Order, Transaction and/or an Agreement between the Users;
• Purchase Price: the purchase / sales amount, exclusive of VAT or other duties, for which Products are sold / purchased via Tulipink ;
• Buyer: the (natural or legal) person acting in the course of their profession or business who registered on Tulipink in the said capacity and who buys and/or purchases Products via Tulipink , hereinafter also referred to as: the buyer;
• Delivery Location: the delivery location of Products stipulated by and between the Buyer and the Seller, to the extent stipulated pursuant to the Incoterms 2020.
• Light Access Seller: the (natural or legal) person acting in the course of their profession or business who registered on Tulipink in the said capacity and who has more limited user options on Tulipink , including the possibility of making an Offer to a limited and/or maximum number of Buyers and in respect of which the financial settlement of Sale and Purchase Agreements is concluded with Buyers on Tulipink , and more specifically, whereby Tulipink or the Service Provider does not offer any payment security and/or guarantee to the Light Access Seller in connection with the payment of the Purchase Price;
• (call-off) Order: when a Buyer calls for an order of Products under a Sale and Purchase Agreement with a Seller via Tulipink and/or where Tulipink provides for such (call-off Order), and/or when the Buyer places an order for Products with a Seller by via Tulipink in respect of an Offer posted on Tulipink by a Seller, and where, through acceptance by the Seller of the same, a Sale and Purchase Agreement is concluded (Order);
• Privacy Statement Tulipink: the privacy statement applicable to / on Tulipink, which was posted and can be consulted on Tulipink via www.tulipink.nl;
• TULIPINK is a premier floral wholesaler dedicated to providing high-quality products and services. The company is a recognized member of FloraHolland Naaldwijk, operating from its designated space allocation at X1-27, Middel Broekweg 29, 2675 KB Honselersdijk, Netherlands. TULIPINK ensures compliance with industry standards and supports robust floral trade operations. The company is officially registered with the Chamber of Commerce under number 96950218 and holds VAT identification number NL005239421B88.
• Sub-user: Sub-user can use Tulipink 's functionalities under the responsibility of a User. Sub-User accepts these General Terms and Conditions and the applicable Tulipink Privacy Statement and/or the API Terms and Conditions;
• Transaction: the implementation of a Sale and Purchase Agreement, including the delivery and/or purchase of sold / purchased Products and the performance of services deriving from a Sale and Purchase Agreement;
• Seller: the (natural or legal) person acting in the course of their profession or business who registered on Tulipink in the said capacity and who offers Products for sale via Tulipink, hereinafter also referred to as: the offerer.
Login, user name & password
1. Each and every (natural or legal) person acting in the course of their profession or business in the horticultural field can request an online account with Tulipink in order to be able to register as a User. They then receive a user name after which they should set their personal password and they should subsequently accept these General Terms and Conditions and the applicable Privacy Statement Tulipink (www.tulipink.nl).
2. If the User uses or has access to Tulipink via a software supplier that is connected to Tulipink via an API link, then the User must ascertain that their software supplier accepted the applicable API Terms and Conditions of Tulipink , these General Terms and Conditions, and the applicable Privacy Statement for Tulipink and was admitted to Tulipink in the capacity of API User.
3. On account of privacy and competition legislation, the User is not allowed to grant persons other than their own employee(s) access to Tulipink . The User guarantees that their employee(s) comply with the present terms and conditions. The user name and the password are exclusively for personal use by the User.
4. The User is responsible for the correct application and regular change of their password.
5. The user name, the password, and the access to Tulipink or a module or a service as described in these General Terms and Conditions and the potential rights that derive from the same are non-transferable.
6. Tulipink registers and processes login details in order to check on improper use and to improve services.
Access and use
1. A User has access to Tulipink from the date that they receive their user name from Tulipink . The User should personally provide for an appropriate computer or mobile telephone or tablet with internet connection, software, and updates that at least comply with the minimum system requirements for the use of Tulipink .
2. The access to Tulipink , including the user name and the potential rights that derive from the same, is non-transferable and exclusively meant for the User.
3. Buyer is authorised to make the offer visible via Tulipink (electronically) via a user account to a Sub-User but only with reference to the source and for the purpose of purchasing floriculture products via the current service. The Buyer guarantees that its authorised Sub-user(s) using this Exporter Module has taken note of the contents of these General Terms and Conditions and will comply with them in full. Tulipink reserves the right to impose further conditions on the Sub-User.
4. A User should enter all their (personal) data completely and truthfully and should ensure that changes in the said (personal) data are communicated immediately to Tulipink .
5. Tulipink reserves the right to reject the registration of a User and their use of and/or participation in Tulipink and/or to unilaterally terminate the registration, the use and/or the participation of the User in respect of Tulipink with due observance of the provisions of these General Terms and Conditions.
6. A User is obliged to follow the instructions and guidelines given by Tulipink regarding the use of Tulipink.
7. When a User logs on to Tulipink with their username and password, the User can indicate whether they want to use a specific transaction module and/or financial and/or payment module or service. A User shall be bound by any additional terms and conditions that may apply to a specific transaction or financial or payment module or as the case may be.
8. A User is not permitted or is prohibited from accessing Tulipink or using Tulipink if the United States of America (US) and/or the European Union (EU) have imposed or are imposing sanctions against User (including Iran, Cuba, North Korea, Syria, Sudan, Zimbabwe and Russia (or any other countries, named on a sanctions list according to EU/US sanctions legislation)). The above also applies to other (natural or legal) persons placed on the sanctions list(s) of US or EU authorities. Furthermore, the User is not allowed to resell and/or forward Products to, or to create an account for (end) customers with regard to which the foregoing applies. The User will be fully liable and prosecuted in case of violation or non-compliance with this provision respectively. The User shall indemnify Tulipink for all claims and for all resulting damage for Tulipink and/or other Users in this regard.
9. The User shall not try to obtain (confidential or commercially sensitive (business)) information about other Users or provide a third party access to the same.
10. The User and/or a Service Provider is, moreover, not allowed to use or abuse Tulipink, whether or not through third parties, in an improper and/or unlawful manner, including but not limited to:
a) use of a pornographic, offensive and/or violent nature;
b) use that is, in any way whatsoever, in violation of the public order and/or common decency;
c) discriminating based on race, gender, religion and/or philosophical beliefs;
d) developing, stimulating and/or commending, in any way whatsoever, illegal activities;
e) sending (having sent) spam, unsolicited marketing communications or other content that is not in line with the policy of Tulipink and/or Tulipink;
f) infringing, in any way whatsoever, intellectual property rights, including trademark rights, copyrights, and the like of Tulipink and/or Tulipink and/or Users and/or a Service Provider;
g) use that may, in any way whatsoever, prejudice the good name and/or reputation of Tulipink and/or Tulipink and/or other Users and/or Service Providers;
h) infringing, in any way whatsoever, the rights of persons, including but not limited to intellectual property rights, privacy and/or personality rights, or violating and/or not complying with, in any way whatsoever, the provisions set forth in these General Terms and Conditions;
i) Uploading, posting, collecting, storing, sharing, transferring or processing personal information or personal data of (employees of) Users, except to the extent permitted by law.
j) fully or partly reverse-engineering (having reverse-engineered), disassembling or decompiling (having decompiled) etc. of the source code, the syntax and/or the structure, the sequence and/or the organisation of applications, application programming interface(s), hereinafter referred to as: "APIs") and/or Tulipink and/or the Tulipink application;
k) modifying, copying, duplicating, scanning, hiring (having hired), reselling, distributing, licensing, in any way whatsoever, APIs, the Tulipink application and/or Tulipink and/or using them, in any way whatsoever, or surrendering their use to third parties for commercial purposes, to the extent that this is detrimental or not conducive to and/or not reinforcing the supply of services on Tulipink or the services to Users by or via Tulipink or Service Providers designated for that purpose by Tulipink;
l) using (having used) APIs and/or the Tulipink application for the development and/or operation of a platform that directly competes with Tulipink and that may prejudice (the reputation of) Tulipink and/or as a result of which confusion or misunderstanding is caused or can be expected for Users or that is (may be) detrimental, impeding and/or disrupting to Tulipink, Service Providers and/or its Users;
m) circumventing security measures or technical restrictions of the API and/or Tulipink;
n) using, in any way whatsoever, Tulipink , the API and/or the Tulipink application that is detrimental or unsafe to Tulipink, Tulipink, Service Providers and/or the Users;
o) disrupting the user experience on Tulipink, inter alia by modifying Tulipink, the corporate identity, the website Tulipink or related websites, apps or services that are offered via Tulipink;
p) spreading a virus, or other malicious computer code;
q) uploading, posting, collecting or storing passwords and access codes of other Users;
r) use that is otherwise in violation of application legislation and/or regulations;
s) use that offers the possibility of all of the aforementioned aspects as intended in paragraph 9 under a) up to and including r) of this article.
Offer, Purchase Tip and Request; (supply of) information.
1. By posting and/or submitting an Offer or Purchase Tip by a Seller on Tulipink in a complete, correct, timely and truthful manner and/or by posting and/or submitting a Request or an (call-off) Order by a Buyer:
• the Seller / Buyer agrees to supply the data required for the sale (purchase) via Tulipink to the Buyer / Seller;
• the Seller is held to actually deliver the relevant Products to the Buyer and the Buyer is held to actually take delivery of the relevant Goods from the Seller; all this with due observance of the provisions of these General Terms and Conditions.
2. An Offer or Purchase Tip placed on Tulipink by a Seller must always contain the specifications, including the type, dimensions, quality, product photos, certification information and/or product certificates and the available quantity, of the Products to be sold as well as the (required) Purchase Price. A Buyer has the possibility on Tulipink to post a Request or (call-off) Order, which Request or (call-off) Order must always contain the specifications, including the type, dimensions, quality and the quantity of Products to be purchases as well as the (required) Purchase Price.
3. The Seller can offer additional services with or by means of an Offer and/or Purchase Tip, including treatment of Products, the covers, labels and/or the repackaging of Products and/or the transport of Products. This may bring about additional costs for the Buyer, which costs must be specified by the Seller in the Offer.
4. An Offer or Purchase Tip may be amended or withdrawn by the Seller unless an Offer or Purchase Tip expressly stated otherwise. The Seller has the option to include conditions in respect of the Order, for example, but not limited to a minimum order quantity, on its Offer or Purchase Tip. If these order condition(s) are not met by the Buyer, the seller is entitled to cancel the (call-off) Order. Similarly, an Request or (call-off) Order may be amended or withdrawn by the Buyer, unless an Application or (call-off) Order expressly states otherwise. A Seller/Buyer should be aware of the consequences of the Offer, Purchase Tip or Enquiry or (call-off) Order placed by him, withdrawal, cancellation and amendment, respectively, and Buyer/Seller shall be bound by any consequences of the aforementioned actions."
5. If the User offers Products on Tulipink or one of the linked sales channels and/or transaction or financial module(s) and/or services, then, in as far as Tulipink disposes of the same, a product photo, together with relevant (offer / product) information, including certification information and/or product certificates, and so forth, will be shown. In this respect the User shall always immediately follow any and all instructions given from time to time by Tulipink . The User shall never exercise (have exercised) the said use in a misleading manner or in a manner that is in any way whatsoever detrimental to Tulipink and/or another User. If the User makes changes to (offer / product) information already posted by the User, including product photos, certifications information and/or product certificates, and so forth, then the said changes must comply with the requirements imposed by Tulipink in these General Terms and Conditions, which requirements can, from time to time, be changed by or on behalf of Tulipink. Tulipink is not obliged to rely on (offer / product) information posted and/or supplied by the User, including product photos, certification information and/or product certificates, and so forth, or to show it on Tulipink or one of the linked sales channels and/or transaction or financial module(s).
6. For the benefit of the marketing of Products via Tulipink, Tulipink shall be authorised to supply (offer / product) information from an Offer and/or Purchase Tips of Sellers and a Request of Buyers to Buyers respectively Sellers affiliated with Tulipink. The Seller / Buyer who receives the information supplied by Tulipink shall not be authorised to supply the said information to third parties, other than for the benefit of the effectuation and/or conclusion of Sale and Purchase Agreements or the marketing of Products on or via Tulipink.
7. The User guarantees that:
• the (offer / product) information posted and/or supplied by or on behalf of him/her (whether or not via an Agent), including product photos, certification information and/or product certificates, and so forth, was supplied in a completely correct and truthful manner;
• the (offer / product) information, certification information and/or product certificates, product photos, trade names, (business) logos and/or word / figurative brands, logistical resources, packaging, and so forth, supplied by or on behalf of him/her, and/or services offered by or on behalf of the User, do not infringe the rights of Tulipink, other Users and/or third parties, including but not limited to, intellectual property rights (including trademark rights and/or copyrights);
8. The User cannot, moreover, derive any rights in respect of Tulipink in connection with the (offer / product) information, including product photos, certification information and/or product certificates, and so forth, posted and/or shown by another User / Seller / Buyer via Tulipink . The User shall handle any and all relevant information confidentially and shall exclusively use it in accordance with the purpose of Tulipink and the thereto-pertaining services and/or service provision and shall not grant access to Tulipink or the service or the aforementioned information, either in whole or in part, to third parties, with the understanding that a Buyer (and/or their Agent) is allowed to supply (offer / product) information and/or product photos to their (end) buyers for information purposes for the benefit of potential sale and/or commercial transactions, with the understanding that, in respect of certification information and/or product certificates posted and/or supplied by or on behalf of the Seller, the Buyer must observe the provisions set forth in paragraph 7 and paragraph 8 of this article.
9. The certification information and/or product certificates posted or supplied by or on behalf of the Seller for the Products offered and/or to be sold or sold by the Seller are exclusively meant for the Buyer and/or their Agent and to be used by them under the Sale and Purchase Agreement(s) to be effectuated or effectuated and/or concluded by and between the Seller and the Buyer and for use by the Buyer for their own business objectives. If and to the extent that the said certification information and/or product certificates originated in the first instance from and/or are or were supplied by certification authority Global G.A.P., the Buyer (and/or their Agent) shall not be allowed or shall be prohibited to, in respect of the said certification information and/or product certificates:
• supply them to their (end) buyers and/or third parties; and/or
• use them in the context of B2C transactions to be performed by or on behalf of the Buyer.
The Buyer indemnifies Tulipink in full against any and all damages and/or costs, of any nature whatsoever, that occur as a result of non-compliance with this provision.
Conclusion & obligations of Sale and Purchase Agreement; Requests for correction
1. A Sale and Purchase Agreement between Users respectively Seller / Buyer must be concluded via Tulipink in the manner outlined in these General Terms and Conditions. If a Sale and Purchase Agreement is concluded via Tulipink, then it is deemed to be concluded by and between the Buyer and the Seller.
2. The Buyer and the Seller shall ensure that a Purchase Agreement contains the following: their company/trade names and contact details, their customer numbers, the agreed Essentials, including the Products sold/purchased, the Purchase Price, the quantity of Products sold/purchased or to be delivered, the quality, the Delivery Location and the delivery date(s) and times, etc. The aforementioned agreed Essentials and in particular the delivery date(s) and times are final, unless the Seller and the Buyer expressly agree otherwise. By virtue of a Purchase Agreement, the Seller has an obligation to deliver to the Buyer with regard to the Products sold and to be delivered by the Seller to the Buyer and/or with regard to the (additional) services delivered or to be delivered by the Seller as agreed between them. Pursuant to a Purchase Agreement, the Purchaser has a purchase obligation towards the Seller in respect of the Products purchased and to be purchased by the Purchaser from the Seller and/or (additional) services delivered and/or to be delivered by the Seller to the Purchaser in this respect. The Buyer and Seller are themselves responsible for the correct application and (timely) remittance of the material sales tax due and the related tax return and supplying all relevant and correct information via Tulipink for the invoicing and financial settlement of the Purchase Agreement.
3. Users respectively Seller(s) and Buyer(s) shall be subject, in respect of the content and the Essentials of a Sale and Purchase Agreement(s) concluded or Transaction(s) effectuated or to be effectuated by and between them, to what they established and/or recorded in connection therewith (via Tulipink ) on or via Tulipink. Users must take this into account as well as the fact that:
• a Sale and Purchase Agreement concluded by and between them on Tulipink shall always be decisive;
• if and to the extent that Users (intend to) agree on potential changes and/or additional arrangements in respect of a Sale and Purchase Agreement, they are obliged or should always establish the relevant changes and/or additional arrangements between them via Tulipink;
• the financial settlement on account of a Sale and Purchase Agreement and/or thereto-pertaining Transactions must always take place by or on behalf of Tulipink or a relevantly designated Service Provider(s);
failing which, Tulipink shall be entitled, or reserves the right, to take further measures in respect of the User(s), which it is entitled to do pursuant to these General Terms and Conditions, including the possibility of (temporary) exclusion from participation in or termination of the use of Tulipink. The User(s) indemnifies respectively indemnify Tulipink in full against any and all damages and/or costs, of any nature whatsoever, that arise as a result of non-compliance with this provision.
4. In case of shortcomings in the compliance with obligations vested in the Seller / Buyer, Tulipink, or a Service Provider designated for that purpose by Tulipink, shall moreover be entitled to correct the said shortcomings at the risk and expense of the Seller / Buyer, and to omit, suspend and/or reject further services, without prejudice to the right to take further measures in respect of the User(s), which it is entitled to do pursuant to these General Terms and Conditions, including the possibility of (temporary) exclusion from participation in or termination of the use of Tulipink.
5. Delivery of Products by the Seller shall take place subject to reservation of title up to the moment of payment by the Buyer or until the Buyer has issued an irrevocable payment guarantee. Pursuant to these General Terms and Conditions, Tulipink shall be entitled to rely on the said reservation of title, as also to take back the relevant Products and to recover potential costs for storage and destruction from the Buyer.
6. If two or more Users jointly act as Buyer(s) and/or Seller(s), then each of them shall jointly and severally be liable in full for compliance with the obligations that derive from a Sale and Purchase Agreement - also in respect of Tulipink - and/or jointly and severally entitled in full to receive what the parties are entitled to pursuant to a Sale and Purchase Agreement, unless expressly stipulated otherwise.
7. Tulipink performs its services on behalf of and/or under the authority of the Seller or the Buyer on the basis of a best efforts obligation. The services of Tulipink are limited to the realisation of a Sale and Purchase Agreement and/or the Transaction(s) deriving from the same by and between the Seller and the Buyer, as well as the effectuation and/or performance by or on behalf of Tulipink or by a Service Provider(s) designated for that purpose by Tulipink , of the financial settlement of a Sale and Purchase Agreement by and between the Seller and the Buyer under and/or deriving from the same.
8. Tulipink is not a party to a Sale and Purchase Agreement between the Seller and the Buyer. If such an agreement is concluded by and between a Seller and a Buyer, then this shall by no means whatsoever create rights in respect of Tulipink. Tulipink shall be neither responsible nor liable for the content and implementation of a Sale and Purchase Agreement.
9. If a User respectively a Seller and/or a Buyer intends to correct a Sale and Purchase Agreement stipulated and/or concluded by and between them, then the Seller / Buyer can communicate this to the relevant Buyer / Seller on Tulipink . The relevant Seller / Buyer must react to the request for correction within the relevantly imposed time limit. After the said time limit the request for correction shall expire. For support during the processing and/or handling of a request for correction, the Seller / Buyer can also contact the Tulipink Support Desk via support@tulipink.nl Tulipink always reserves the right not to handle and/or not to implement a request for correction.
10. If Tulipink or an associated company is (after)charged turnover tax or is held liable by the tax authorities or foreign tax authority for turnover tax in respect of the Delivery of Products by the Vendor, the Vendor shall reimburse Tulipink at its first request for the turnover tax thus recovered, as well as the fines imposed by the tax authorities or foreign tax authority, interest and costs charged and the reasonable costs incurred by Tulipink in combating the decisions underlying these amounts by or on its behalf.
Use & settlement logistical resources
If the Seller, Buyer and/or their Agents and/or Service Providers use types of packaging, auction trolleys and/or CC containers prescribed or recognised by Tulipink, then the General Terms and Conditions for Packaging respectively the General Terms and Conditions for Auction Trolleys and/or the General Terms and Conditions for CC Containers of Tulipink are applicable.
2. The Seller is obliged to use proper packaging and to deliver the sold and deliverable Products to the Buyer in proper packaging.
3. The use of personal packaging by the Seller for the fulfilment of their obligations pursuant to a Sale and Purchase Agreement is possible, with the understanding that, in this respect, the Seller is obliged to:
• specify this as well as the type of their own packaging in their Offer on Tulipink or, if the Seller and the Buyer stipulate this, include this in the Sale and Purchase Agreement or the specifications of the Sale and Purchase Agreement in Tulipink;
• also send the relevantly prescribed VBN packaging code;
with the understanding that Tulipink is entitled to reject certain types of packaging (types, materials, models), inter alia if the relevant use could have a disrupting effect on the business operations of Tulipink.
4. Only the packaging models, auction trolleys and/or CC containers recommended and/or recognised by Tulipink may be settled via Tulipink, in accordance with the relevant applicable terms and conditions, including the General Terms and Conditions for Packaging, as well as any decisions announced on this matter by Tulipink.
Complaints
1. The Buyer is entitled to submit a complaint about the delivered Products to the Seller in writing and in a substantiated and specified manner, accompanied by documentary evidence, forthwith after delivery up to 24 hours after the time on which delivery takes place or has taken place, however before the Products leave (left) the Delivery Location and prior to further shipping, unless there is question of invisible defects as referred to in paragraph 2 of this article. Without prior consultation with the Seller, the division of Products into Products that do and do not comply with the Essentials stipulated by and between the Seller and the Buyer and/or other specifications shall not be allowed.
2. An invisible defect is a defect that could not reasonably be detected by the Buyer at the time of delivery. A complaint on account of an invisible defect must be reported and/or submitted to the Seller in writing in a substantiated and specified manner, with reference to the number of Products to which the complaint pertains, at the latest within 48 hours after the defect could reasonably have been detected.
3. In case of late and/or insufficient take-up by the Buyer, the Seller shall be entitled to submit a complaint to the Buyer in writing and in a substantiated and specified manner, accompanied by documentary evidence, forthwith up to 24 hours after the time on which the take-up has taken place or should have taken place.
4. If a complaint was not submitted by the Seller / Buyer within the time limit(s) as referred to in the previous paragraphs, then the delivery respectively the take-up is deemed to have taken place properly.
5. With due observation of the provisions set forth in paragraphs 1, 2 and 4 of this article, in case of a failure or an essential breach by the Seller, other than as a result of force majeure, the Buyer shall be entitled to the following rights:
a) to rescind, either in whole or in part, per delivered inferior sales unit, the Sale and Purchase Agreement after consultation with the Seller, without any judicial intervention being required for this, without prejudice to their entitlement to compensation. Performances that have already been delivered by the Seller for compliance with the rescinded part must, as the occasion arises, be returned;
b) in addition to rescission, the Buyer is entitled to compensation of at most 12% on the stipulated Purchase Price for the rescinded part, unless expressly stipulated otherwise by and between the Seller and the Buyer, and with the understanding that intent or intentional recklessness of the Seller is out of the question. In case of intent or intentional recklessness of the Seller, their liability in respect of the Buyer shall not be limited;
c) the Buyer can claim replacement of the Products from the Seller, unless this is unreasonable, having regard to any and all circumstances; Moreover, when estimating the damages, the costs incurred for the replacement of the Products not delivered due to the rescission can only be raised if the said alternative Sale and Purchase Agreement was concluded after consultation with the Seller and via Tulipink.
6. With due observation of the provisions set forth in paragraphs 3 and 4 of this article, in case of a failure or essential default on the part of the Buyer, other than as a result of force majeure, the Seller shall be entitled to the following rights:
a) to rescind, either in whole in part, per purchased inferior sales unit, the Sale and Purchase Agreement after consultation with the Buyer, without any judicial intervention being required for this, without prejudice to their entitlement to compensation. Performances that have already been delivered by the Seller and the Buyer for compliance with the rescinded part must, as the occasion arises, be returned;
b) in addition to rescission the Seller is entitled to a previously set and fixed compensation, consisting of the payment of the stipulated Purchase Price by the Buyer for the Products of which delivery has not been taken, unless expressly stipulated otherwise by and between the Seller and the Buyer, and with the understanding that intent or intentional recklessness of the Buyer is out of the question. In case of intent or intentional recklessness of the Buyer their liability in respect of the Seller shall not be limited.
8. If and to the extent that the Buyer and the Seller have a dispute regarding a Sale and Purchase Agreement, the Seller / Buyer shall be entitled to address the competent court as referred to in article 19, however only after the Seller and the Buyer have tried to settle this dispute, whether or not through conciliation by Tulipink or a Service Provider designated for this purpose (by Tulipink). If the Seller and the Buyer agree with this, then Tulipink or the relevant Service Provider shall, for the benefit of the conciliation, be authorised to inspect the contents of the Sale and Purchase Agreement concluded by and between them and to use it for these purposes. Tulipink or the relevant Service Provider shall never be liable for the recommendations, conciliation and/or support provided in connection therewith.
Force majeure
1. The Seller / Buyer and Tulipink shall not be liable for a full or partial failure to comply with their obligations and they cannot be held liable for compliance with their obligations if, as a result of a situation of force majeure, the Seller / Buyer and/or Tulipink are unable to comply with, or it cannot reasonably be expected that they comply with, all or a part of their obligations under a Sale and Purchase Agreement, and in respect of Tulipink to comply with all or a part of their obligations arising from its services on or via Tulipink.
2. Force majeure is understood as circumstances that cannot reasonably be blamed on the Seller / Buyer and/or Tulipink and nor should reasonably be at their expense.
3. The Seller / Buyer and/or Tulipink are all entitled to suspend the performance of the obligations for the duration of the situation of force majeure. If the Seller / Buyer have suspended their obligations for more than two (2) weeks, either in whole or in part, as a result of force majeure or are permanently prevented from implementing the Sale and Purchase Agreement, then the Seller and/or the Buyer shall be entitled to terminate the Sale and Purchase Agreement, either in whole or in part, with immediate effect, without each of them and/or Tulipink being subject to any obligation to pay compensation, with the understanding that in case of a pandemic the provisions set forth in article 10 are applicable to the Seller / Buyer.
4. The Seller / Buyer shall not be entitled to rely on force majeure if the circumstance that prevents (further) compliance occurs after the Seller / Buyer should have already complied with their obligation.
5. The Seller / Buyer commits - where this can reasonably be required of them - to lift (have lifted) each and every cause of the (situation of) force majeure as soon as possible.
Pandemic
In case of a pandemic, with regard to a delivery or take-up of Products on account of a Sale and Purchase Agreement is not possible:
• if and to the extent that the Products can be stored without quality issues worthy of mention for a period of three (3) calendar days, the additional (storage) costs shall be divided between and borne by the Seller and the Buyer in equal halves, and the Seller and the Buyer shall be held to make ever effort to find a potential different sales option. If the latter is found, then the Seller shall be authorised to sell the ornamental plants or flowers to the relevant Buyer via Tulipink. The associated financial consequences shall be divided between and borne by the Seller and the Buyer in equal halves;
• if the Products cannot be stored or cannot be sold elsewhere after three (3) calendar days and/or the implementation of the Sale and Purchase Agreement has become permanently impossible, then the Seller shall destroy the Products at their own expense. As the occasion arises, the Buyer shall pay half of the Purchase Price, excluding costs, to the Seller. The Buyer shall also compensate the Seller for investments already made in Products, pots, covers, labels, packaging materials, with the understanding that the Seller shall make the said materials available to the Buyer, if so required by the Buyer.
Financial settlement
1. By posting and/or submitting an Offer and/or a Purchase Tip by a Seller or its Agent on Tulipink in a complete, correct, timely and truthful manner:
a) the Seller or its Agent contracts Tulipink or a Service Provider designated for that purpose by Tulipink, with particular reference to Veiling Rhein-Maas and Plantion, to sell (have sold) the relevant Products on behalf of the Seller as also to effectuate the financial settlement on account of the same for the Seller and/or to charge the Purchase Price to the Buyer and to pay it to the Seller;
b) the Seller or its Agent irrevocably authorises Tulipink or the Services Provider designated for that purpose by Tulipink, on behalf of and at the risk and expense of the Seller, to communicate with the Buyer and to effectuate a Sale and Purchase Agreement on behalf of the Seller, without Tulipink becoming a party to the said Sale and Purchase Agreement. Tulipink will send the Seller and the Buyer an email or (digital) notification and/or confirmation on Tulipink of the conclusion of the Sale and Purchase Agreement.
2. For the acceptance of the contract by Tulipink or the Service Provider designated for that purpose by Tulipink and the performance of the required services, the data supplied by the Seller / Buyer and consequently included in Tulipink shall have binding effect.
3. The Seller who issued a payment or direct debit order to Tulipink or the Service Provider designated for that purpose by Tulipink, as determined in paragraph 1 of this article, consequently issues a non-terminable exclusive mandate, as referred to in Section 423 of Book 7 of the Dutch Civil Code, to Tulipink or the Service Provider designated for that purpose by Tulipink for payment or collection of the relevantly stipulated Purchase Price and potential other costs and/or duties payable in connection therewith. The Seller / Buyer acknowledges that Tulipink or the Service Provider designated for that purpose by Tulipink shall be authorised to act, also in case of a contradictory interest or in case Tulipink or the Service Provider designated for that purpose by Tulipink is personally the contract party and that the crediting of the aforementioned amount by Tulipink shall be qualified by the Seller as payment in discharge of the relevant obligation.
4. The financial settlement by Tulipink in connection with a Sale and Purchase Agreement stipulated and/or effectuated via Tulipink between Users is qualified as a payment on behalf of the Buyer to the Seller and takes place, insofar as applicable with due observance of the provisions of the Tulipink Auction Regulations, as follows:
• Tulipink credits the proceeds of the Products sold in a calendar week by the Seller and offered for collection to the Customer Number of the Seller, minus commission, duties, potential liquidity contribution, potential costs for the use of logistical resources and/or costs for enjoyed services and/or potential other claims. The credit entry takes place in principle on a day determined by Tulipink during the following week. After the credit entry has taken place, Tulipink transfers the balance susceptible to payment to the bank account specified by the Seller, which crediting and/or payment to the Seller is qualified as payment in discharge of the relevant obligation of the Buyer. To this end, the Buyer grants Tulipink a non-terminable authorisation on account of these General Terms and Conditions.
• Any and all Products purchased by the Buyer from the Seller via Tulipink and delivered to the Buyer, as well as the services supplied by Tulipink and/or Tulipink or other Service Providers via Tulipink, as well as the other costs, including transaction costs, service charges, commissions, and regular duties, are in principle charged and invoiced to the Buyer on the same day or on a (due) date to be determined by Tulipink or stipulated with Tulipink and are settled via the bank of the Buyer. The Buyer must pay the payable amount to Tulipink on the indicated due date or within the aforementioned payment term, without set-off, rescission or suspension and in Euros or a different currency to be determined by Tulipink. In case of late or incomplete payment, the Buyer shall, without prior demand and/or notice of default, be liable to pay interest compensation to be determined by Tulipink up to at most the statutory commercial interest and/or administrative charges, judicial and extrajudicial collection costs.
5. In case the financial settlement regarding a Sale and Purchase Agreement stipulated and/or concluded via Tulipink between Users is implemented and/or takes place through a Service Provider designated for that purpose by Tulipink, including Veiling Rhein-Maas and Plantion, the financial settlement shall take place in conformity with the terms and conditions and time limits determined by the relevant Service Provider or stipulated with the User. Tulipink does not guarantee the financial settlement by or on behalf of the relevant Service Provider in connection therewith in respect of the Users, in particular it does not guarantee whether the relevant Service Provider acts in conformity and/or in accordance with applicable legislation and/or regulations in connection therewith. Tulipink is not subject to an obligation to investigate this, and shall not be bound by any responsibility or liability in respect of User(s) and/or third parties.
6. Tulipink or the Service Provider designated for that purpose is authorised to immediately suspend a payment to the Seller or to pay it into a suspense account (of its own) due to a complaint submitted by the Buyer as referred to in article 8 of these General Terms and Conditions in respect of which Tulipink can reasonably assume that the said complaint is plausible. Tulipink or the Service Provider designated for that purpose is entitled to subsequently only proceed with payment if the assumption was, at its sole discretion, rebutted sufficiently and/or the complaint was settled between the Buyer and the Seller or it has become an established fact who is entitled to the Purchase Price and/or the amount.
7. In case of complaints and/or questions of User(s) about the performance of the financial settlement or the services by or on behalf of Tulipink or a Service Provider designated for that purpose by Tulipink, the provisions set forth in article 12 apply.
Complaints & questions with regard to services on Tulipink
1. In case of complaints and/or questions with regard to Tulipink, the User can call upon the Tulipink Support Desk via support@tulipink.nl
2. In case of complaints or questions with regard to services that are offered on or via Tulipink, including financial settlement, logistical services and/or use and/or settlement of logistical resources, the User can call upon the Customer Contact Centre of Tulipink via contactcenter@tulipink.nl or the relevant department of the relevant Service Provider, in particular Veiling Rhein-Maas and Plantion.
Rates and payment
1. Unless indicated otherwise, the User is liable to pay a rate for the use of Tulipink per period of four (4) weeks, as indicated in the list of rates on the website of Tulipink (www.tulipink.nl).
2. Payment of the applicable rate by the User must have taken place before the start of the relevant period (of four weeks). The payable rate is, where possible, charged to the User via the SWIFT or Sepa direct debit of Tulipink , in which payment method the User shall lend cooperation.
3. All rates are exclusive of VAT.
4. Tulipink reserves the right to annually change or implement rates. As the occasion arises, the User shall be entitled to terminate the service early, and such within 4 (four) weeks after the new rate has been communicated to the User by email or, failing the aforementioned communication, within 4 (four) weeks after the new rate has been implemented.
5. The User is obliged to pay the commissions, costs and/or duties and the like established for this by Tulipink or by the relevant Service Provider to Tulipink respectively the relevant Service Provider in connection with the Sale and Purchase Agreement concluded or effectuated by the User and services of Tulipink or the relevant Service Provider to the User in connection therewith, which costs and/or duties and the like will be charged to the User(s) in arrears.
6. Unless expressly determined otherwise, a Buyer must, in addition to the expenses and costs as intended in this article, take into account costs and taxes payable by the Buyer in addition to the Purchase Price.
Termination of registration / participation / use of Tulipink
1. The User can personally terminate their registration for, respectively their participation in, Tulipink with their user name, via the website Tulipink, with due observance of a notice period of four (4) weeks, unless these General Terms and Conditions determine otherwise.
2. Tulipink can terminate its services to the User via or in connection with Tulipink for reasons of its own by means of a written notice or a relevant email sent to the email address of the User known to Tulipink, with due observance of a notice period of 4 (four) calendar weeks.
3. Tulipink is, moreover, entitled to immediately exclude a User from participation in and/or use of Tulipink and/or to terminate their registration with immediate effect, without any relevant notice and without being liable to pay any compensation or to repay any of the amounts already paid by the User or charged to the User by Tulipink, without prejudice to any other rights vested in Tulipink, if there is question of:
• A winding-up petition or bankruptcy application, suspension of payment or debt management scheme of the User and/or their Agent.
• Discontinuation or liquidation of the business of the User and/or their Agent.
• An imputable failure or a serious assumption of abuse of the User and/or their Agent.
• An attempt to abuse and/or electronic hacking of the system of Tulipink by the User and/or their Agent.
• An act or omission of the User and/or their Agent in respect of Tulipink or other Users in violation of the law, these General Terms and Conditions, the API Terms and Conditions and/or if the act or omission otherwise gives cause for this.
4. The date when the registration with, the use of and/or the participation in Tulipink comes to an end shall not affect rates or costs already payable by the User in respect of the period up to and including the relevant end date. Insofar as applicable, the rates already paid by the User as mentioned in Article 13 for use of Tulipink for the period after the end date will be refunded to the User.
Liability and Indemnification
1. Tulipink shall not be liable for any damages (including potential consequential damages), including but not limited to damages resulting from:
a) defects in the data / telecommunications infrastructure (including software);
b) the use of and/or the participation in Tulipink;
c) a service offered by Tulipink in connection therewith;
d) (incorrect, obsolete and/or incomplete) information mentioned on the website Tulipink, including offer, product, and transaction information;
e) situations of force majeure, in any case including, but not limited to:
• internet disruptions, hardware, software and communications systems that do not function or do not function properly, including computer malfunctions, power outages and the like, and;
• unlawful acts of Users or third parties, the dissemination of (computer) viruses via Tulipink or other unlawful programs or files, the hacking of Tulipink and/or of the software and communications systems of Tulipink;
f) the incorrect or incomplete or delayed supply of data to a Seller and/or Buyer;
g) not concluding a Sale and Purchase Agreement between Users, for any reason whatsoever, and/or damages resulting from the conclusion of a Sale and Purchase Agreement between Users;
h) defects or errors in a transaction or payment module(s). Tulipink shall by no means whatsoever be liable for any damages deriving from or related to the implementation of a Sale and Purchase Agreement(s) between Users or for non-compliance by a Seller in respect of a Buyer in connection therewith and vice versa;
i) a User accepts full liability in respect of Tulipink for damages deriving from and/or related to the implementation of the relevant Sale and Purchase Agreement(s) concluded by the User, as also for (acts of) their employees or by a person hired by the same, who inflict damages on Tulipink directly or indirectly related to their activities. The User indemnifies Tulipink against potential demands or claims of third parties in connection therewith, as also against claims of other Users and/or third parties in connection with payment default and/or inaccuracies in the financial settlement as a result of an act or omission by the User on any account whatsoever regarding Sale and Purchase Agreements and/or Transactions concluded by the User with other Users;
j) Failure to meet tax obligations, including the remittance of VAT legally due to the relevant tax authority.
K) The User shall take out and maintain proper insurance against the possibility of liability, with due observance of the relevantly applicable legislation and regulations. If so required, the User shall provide Tulipink insight into all relevant policies;
the latter applies unless this situation is attributable to intent or intentional recklessness on the part of Tulipink. In case of an error by employees of Tulipink, which can be qualified as intent or intentional recklessness, the liability of Tulipink and its employees shall be limited to the rate charged to the User by Tulipink for Tulipink during the previous twelve (12) months.
2. Tulipink shall never be liable for indirect damages or lost profit.
3. The User bears the risk of incorrect or unauthorised use of their user name and/or their password and that of their employees.
4. The User indemnifies Tulipink against claims of third parties that are related to acts of the User and their employees during the use of Tulipink.
5. The information that Tulipink offers to the User is entirely without commitment. The User cannot derive any rights from it in respect of Tulipink or Tulipink.
Intellectual Property Rights
1. Merely by making use of Tulipink, the User acknowledges the intellectual property rights of Tulipink in respect of the platform and the system of Tulipink and the information related to Tulipink and the thereto-pertaining services and/or provision of services by or on behalf of Tulipink as also by the Service Provider(s) designated for that purpose by Tulipink.
2. The Seller guarantees that royalties have been paid in respect of any and all Products offered for sale and/or delivered by or on behalf of the same or that the said Products can be marketed by the Buyer and/or their Agent freely (royalty-free), without thus infringing an intellectual property right, including plant breeders' rights, of third parties. The Seller indemnifies the Buyer(s), other Users and Tulipink in connection therewith.
3. The User guarantees that:
a. the (offer / product) information, certification information and/or product certificates, product photos, trade names, (business) logos and/or word / figurative marks, logistical resources made available by or on behalf of the same do not infringe the right of Tulipink, other Users and/or third parties, including, but not limited to, intellectual property rights (e.g. trademark rights and copyrights);
b. the specified and/or supplied (offer / product) information was supplied in a completely correct and truthful manner.
4. The User hereby grants Tulipink, where required, a non-exclusive, transferable licence to use the product photos, trade names, (business) logos and/or word / figurative marks and (offer / product) information, including certification information and/or product certificates, posted, offered respectively shown on Tulipink by or on behalf of the User and to reproduce and disclose the same, in any (digital) fashion, in an unlimited and worldwide manner and for an indefinite period respectively for the legally permitted term. The User guarantees and warrants in respect of Tulipink that the User is authorised to grant the said licence (potentially, as the occasion arises) to Tulipink.
5. The User indemnifies Tulipink in full against any and all damages and/or costs of any nature whatsoever that derive from non-compliance with one or more obligations as described in this article.
Privacy
1. When the User registers for and uses Tulipink, (personal) data of the User shall be processed by Tulipink. The said processing takes place in accordance with the applicable Privacy Statement Tulipink as posted on the website of Tulipink (www.tulipink.nl ), as also in accordance with the applicable legislation and regulations in the area of privacy and data processing.
2. The security of the (personal) data and information is of utmost importance to Tulipink and Tulipink has taken appropriate security measures in connection therewith. Depending on the type and the sensitivity of the data and information, this can be various measures and these security measures are checked regularly.
Complaints, Reports and Questions Regarding Services and Content on Tulipink
1. In case of questions, reports or complaints, whether or not related to (content within) Tulipink, the User can contact Tulipink's Support Desk during normal business hours at support@tulipink.nl. For example, the User can file complaints or report content within Tulipink that User believes violates these General Terms and Conditions, infringes (plant variety) rights or is illegal for any other reason.
2. When the User makes a complaint or report about content within Tulipink, it is important that the User provides a justification in doing so. Such justification shall include, for example, the following information: the reasons why the User believes that the content is illegal, a clear indication of the exact location of the information (e.g. a link) and the contact details of the User making a complaint or report. If the User makes a notification in connection with an infringement of plant variety rights, the User must follow the Plant Variety Rights Infringement Protocol.
If Tulipink has the User's contact details, it will send the User confirmation of receipt of the complaint or notification by e-mail.
Changes to General Terms and Conditions
1. Tulipink reserves the right to change the General Terms and Conditions.
2. Changes are announced to the User by means of a direct electronic message and take effect after they have been announced. The latter shall occur unless the User has cancelled the relevant service within four (4) weeks after the notification. If an agreement was concluded for a fixed term or if a notice period of more than four (4) weeks was stipulated, then the possibility of early termination only applies if it cannot reasonably be expected of the User that they continue purchasing Tulipink on the basis of the changed terms and conditions.
Applicable Law and Competent Court
1. Dutch law is exclusively applicable to these General Terms and Conditions and to the services and any and all Sale and Purchase Agreements that are concluded on Tulipink. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
2. Disputes that may arise between Users, or between Tulipink and/or Tulipink and Users, with regard to or following on from the present terms and conditions and/or a Sale and Purchase Agreement, and which cannot be solved amicably, shall exclusively be settled by the competent court in Amsterdam.
General Terms and Conditions of Tulipink, version May 2025
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