Sales Terms

May 2006.

GENERAL SALES AND DELIVERY TERMS OF VAN DEN BOS FLOWERBULBS B.V. WITH RESPECT TO SALES AND DELIVERIES IN THE NETHERLANDS

Applicability

All quotes and sales are made exclusively on the basis of these sales and delivery terms. Reference to other terms and/or conditions is not accepted. By placing an order the buyer accepts these sales and delivery terms without qualifications. These terms can only be amended or expanded in writing and with the express permission of the seller and, as such, relate only to the transaction in question, unless the parties have agreed otherwise. The terms that apply on the date of the agreement are always the terms that apply to that agreement.

Quotes and agreements

1. Offers and quotes are free of obligation, unless they stipulate a specific acceptance time.
2. A sales agreement only becomes valid when the order has been confirmed in writing by both the seller and the buyer.
3. From the moment the order has been confirmed by the seller, the seller can obligate the buyer, at the first request to this effect and within a period stipulated by the seller, to supply a security to the value of the products to be supplied to ensure the correct compliance with the obligations arising from the agreement, failing which the seller will fully or partially dissolve the agreement without notice of default or court intervention, without prejudice to the seller's other rights.
4. If the buyer's credit limit changes to such an extent that the value of the (remaining) products and services to be supplied is no longer covered by the seller's credit insurance the seller is entitled to suspend further deliveries.

Prices

1. All prices quoted by the seller are net and ex works, unless the parties have agreed otherwise in writing. In the event of general and unforeseen circumstances the seller is entitled to adjust the prices accordingly.
2. All prices are exclusive of turnover tax and any levies imposed by the government and other authorities, as well as variety rights and other rights. In the event of the sale of products that are subject to variety rights and other rights the buyer is bound by the associated obligations imposed by licence holders and the holders of other rights. Sales agreements in respect of such varieties are only entered into on the resolutive condition that the buyer enters into a licence agreement or similar agreement.


Delivery and receipt

1. From the time of purchase by the buyer and sale by the seller the buyer is entitled to view the consignment to be dispatched and to perform an inspection or have an inspection performed at his expense.
2. Dispatch, transport and storage after the agreed delivery time will be at the expense and risk of the buyer. If the buyer does not issue instructions for transshipment etc. he is deemed to agree with the seller?s usual methods.
3. The seller is entitled to request that the buyer pay for the entire consignment of products, including the costs of transport and packaging and the fees of the Phytopathological Service, upon delivery.
4. The delivery time stipulated by the seller is not binding, unless the parties have expressly agreed otherwise in writing.
5. The agreed delivery times apply on the condition that the required consignment is in stock.
6. The seller's failure to meet the delivery time does not entitle the buyer to compensation, nor does it give the buyer a right of retention or the right to cancel existing orders.
7. The seller cannot be held responsible for his failure to meet the delivery time for reasons of force majeure and other unforeseen events that cannot be attributed to the seller, which make it considerably more difficult and/or impossible for the seller to make the delivery, including damage to or rotting of plants because of unexpected frost and/or other weather-related damage, official trade embargoes and/or other (government) decisions, operational failures, strikes etc., even if these events affect the seller's suppliers and even if the agreed delivery times are binding. Such events, which are clearly the result of force majeure, give the seller the right to postpone deliveries for the duration of the problem plus an appropriate lead time, or to fully or partially dissolve the contract in respect of the portions that have not yet been realised, without notice of default or court intervention. If the delay extends beyond four weeks and the delay cannot be attributed to the seller the buyer is entitled to dissolve the contract, but only after he has given the seller a reasonable date for subsequent delivery in writing, and only to the extent that the seller did not comply.
8. If the buyer fully or partially cancels an order and/or refuses the order and/or changes the order to a subsequent delivery season the buyer must reimburse the seller for any incurred damages, including additional work and processing costs; this reimbursement will be at least 30% of the net invoice value of the agreed order, or as much in excess of this amount as the seller has demonstrably incurred.

Complaints and warranty

1. Immediately upon arrival of the order at its destination the buyer must verify that the delivery corresponds with the order.
2. The seller fully guarantees the trueness of the varieties.
3. The seller cannot guarantee the flowering results of the supplied products.
4. The buyer does not have any claims with respect to the size and/or weight of the products in the event of normal shrinkage/settlement caused by preparation and/or other actions.
5. If the products do not correspond with the order or if there are clear defects or shortcomings, any resulting complaints must - in order to be actionable - be submitted in writing to the seller's administrative address within eight days after delivery, or as soon as a supposed defect manifests itself in the growing stage.

6. This written notification must contain a comprehensive description of the defects observed by the buyer. The buyer undertakes to keep the products that do not comply with the specifications separate.
7. If the seller deems it necessary to appoint a representative or expert the buyer is obliged to allow the representative and/or expert to take samples of the consignment in question in his presence. If the buyer does not cooperate with the taking of samples he will unconditionally forfeit any claims for reimbursement he may have. The representative and/or expert will provide the buyer with a sealed sample for any counter appraisals.
8. In the event that the complaint is justified the seller undertakes to either replace the products that are faulty or do not comply with the specifications or to take the products back and refund the purchase price to the buyer, depending on the buyer's preference.
9. In all cases the seller's liability is limited to the net invoice value of the disputed products.
10. Other claims on any grounds, particularly claims for reimbursement as a result of consequential losses, including damage to third parties, are excluded. The buyer indemnifies the seller against any such claims by third parties.
11. The buyer and the seller also expressly agree that the warranty for varietal trueness will never exceed the invoice amount. The seller cannot guarantee regrowth, as a number of environmental factors continue to influence such regrowth after the claim period has expired.

Right of retention

1. The buyer is entitled to sell and deliver the products supplied to him to third parties in the context of his normal operations, provided he is not in default.
2. Irrespective of the actual delivery to the buyer, the ownership of the supplied products will not transfer to the buyer until he has paid everything he owes or will owe to the seller pursuant to this agreement.
3. The right of retention remains in force if the buyer has temporarily planted the plants in ground belonging to the buyer or to a third party prior to resale.
4. The buyer is prohibited from pledging the products or from using them as security. If and to the extent that the seller remains the owner of the products the buyer will notify the seller, at the first request to that effect, where the products owned by the seller are located.
5. In the event of the seizure of property, (temporary) suspension of payments or involuntary liquidation, or if the Debt Rescheduling (Natural Persons) Act is judged to be applicable, the buyer will notify the bailiff seizing the property, the administrator or the bankruptcy trustee of the seller?s (property) rights and also notify the seller forthwith. Any costs and damages incurred because the buyer does not comply with this obligation will be fully at the expense of the buyer.
6. As long as the buyer has not paid all the outstanding amounts to the seller the buyer fully assigns to the seller any future claims he may have pursuant to the resale of products; a special deed of assignment is not required. At the seller?s first request to that effect the buyer will make the assignment public and make the required information available to the seller.

Payment

1. All payments must be made net, without discounts or other deductions. Payments can never be suspended or offset in any way without prior written permission from the seller.
2. Unless the parties have agreed otherwise and confirmed their agreement in writing the invoices must be paid within 30 days from the invoice date. This is a firm deadline.
3. If payment is made after the aforementioned deadline the buyer must pay interest calculated at 1½ percent per month or part of a month calculated from the due date, and the seller is entitled to suspend all outstanding deliveries, without prejudice to his right to take any other legal action.
4. If payment is not made the seller can, if he has reason to do so, legally dissolve the sales agreement or have it dissolved within two working days after issuing a notice of default; he is also entitled to claim the return of the products, without prejudice to his right to claim any other form of compensation. The dissolution will apply not only to the order in question, but also to the other, earlier, unpaid orders.
5. If the seller resorts to extra-judicial measures in the event of the buyer?s breach of contract the costs of such measures will be at the expense of the buyer. These costs will be 15% of the invoice amount with a minimum of € 250.--.

Additional stipulations from the Commercial Regulations for the Flower Bulb Sector

Insofar as the prevailing articles are insufficient the stipulations in the Commercial Regulations for the Flower Bulb Sector apply to all other matters in any sales agreement and/or to sales and deliveries.

Applicable law

This agreement is subject to Dutch law.

Dispute settlement

In any dispute resulting from or associated with any sales agreement, deliveries or these general sales and delivery terms the Arbitration Tribunal for the Flower Bulb Sector referred to in the aforementioned Commercial Regulations is exclusively authorised to hear the dispute and the stipulations in the Arbitration Regulations of the aforementioned Tribunal will apply insofar as they do not conflict with mandatory provisions. The mere fact of the sale also means that every buyer is deemed to have entered into an agreement with the seller to unconditionally submit any disputes that may arise between them to the aforementioned Arbitration Tribunal, without prejudice to the right of the parties to agree a further amenable arrangement in writing.
The aforementioned arbitration agreement also gives each party the right to submit (anything associated with) the mere determination of the quality or the state of certain items, the mere determination of the amount of a damage reimbursement or any monetary sum payable, and any additions or changes to the legal relationship.