Floriate B.V. has its registered office at Horn 6, 1614 LV Lutjebroek, The Netherlands, registered in the trade
register under number 70007209.

Article 1. Applicability
1.1. These terms and conditions apply to all offers made by Floriate B.V. (hereinafter Floriate) as well as
to all agreements concluded with Floriate.
Deviations from these terms and conditions can only be invoked by the buyer if they have been
expressly agreed in writing with Floriate. Floriate will hereinafter also be referred to as “us” and/or
“we,” and the counterparty of Floriate will hereinafter be referred to as the “buyer.”
1.2. Only these general terms and conditions shall apply, notwithstanding any contrary provisions in the
buyer’s general terms and conditions or changes made by the buyer in the order confirmation,
unless expressly agreed otherwise in writing.
1.3. If any provision of these general terms and conditions is deemed by the competent court not to be
applicable, or to be contrary to law, public order, or good morals, the remaining provisions of these
general terms and conditions shall remain in force between the parties. Such provision shall be
replaced promptly by a provision that as closely as possible approximates the intent of the original

Article 2. The Agreement
2.1. Unless expressly agreed otherwise in writing, all our offers/quotations/price quotations are entirely
2.2. An agreement is only concluded after written order confirmation from us or after an order is
executed by us.
2.3. Unless expressly agreed otherwise in writing, all our quotations are valid for 14 days.

Article 3. Prices
3.1. Unless expressly agreed otherwise in writing, prices are exclusive of value-added tax, in euros, and
apply to delivery ex works.
3.2. In the event of an increase in: raw material prices, packaging costs, material prices, production costs,
transport costs, import duties, taxes, foreign exchange rates, or wages after the conclusion of the
agreement concerning the sold goods, Floriate is entitled to pass on the price increases to the buyer.
3.3. Payment of the price increases as referred to in article 3.2 shall take place simultaneously with
payment of the principal amount or the final installment in the manner set forth in article 9.

Article 4. Packaging
4.1. The costs of packaging shall be invoiced in accordance with what is stipulated in our price lists or
quotations, unless expressly agreed otherwise in writing.
4.2. Floriate is never obliged to take back delivered packaging or to credit voluntarily returned packaging.

Article 5. Specification of characteristics
5.1. Characteristics of goods specified by Floriate (for example, in our quotations, price lists, order
confirmations, and printed materials), including but not limited to dimensions, weights, composition,
yield, and use, are determined by approximation. Floriate shall not be liable for minor deviations and
deviations in yield, unless expressly agreed otherwise in writing. Deviations of 10% or less shall in any
case be considered minor.

Article 6. Industrial and intellectual property rights
6.1. Copyright as well as all other intellectual or industrial property rights to all drawings, designs, models,
molds, equipment, production methods, or manufacturing tools and products (hereinafter
collectively referred to as “Products”) supplied by Floriate to the buyer or made available in any way
whatsoever shall exclusively belong to Floriate. The aforementioned rights remain our property
regardless of whether costs have been charged to the buyer for their production.
6.2. The buyer is not entitled to copy, replicate, or, in the case of drawings, designs, and models, provide
to third parties, show to third parties, or use the Products in any way without prior express written

Article 7. Retention of Title
7.1. All Products delivered and to be delivered by Floriate shall remain its sole property until such time
that all claims that Floriate has or will acquire on the buyer – arising from or related to agreements
whereby Floriate has committed to delivery, including claims for penalties, interest, and costs – are
7.2. As long as a retention of title applies to the Products delivered by us, the buyer may not dispose of or
encumber them outside of its normal course of business; in particular, the buyer is not allowed to
encumber the Products for financing purposes under the aforementioned circumstances.
7.3. After invoking the retention of title, Floriate may immediately retrieve the delivered Products. The
buyer grants us access to the location where these Products are located.
7.4. The buyer is obliged to handle our Products with due care, keeping them separate and clearly
identifiable as the property of Floriate.
7.5. The buyer is obligated to ensure that our Products, including for quality assurance criteria and
traceability of the Products in the production chain, are not mixed with other Products. In the event
of mixing, Floriate is presumed to become co-owner of the mixed stock, up to the invoice value of the
originally delivered Products. In the event of processing or transformation of the Products by or on
behalf of the buyer, this is deemed to have been done (in part) on behalf of Floriate, and Floriate
acquires co-ownership of the newly created Products, up to the invoice value of the originally
delivered Products.
7.6. If Floriate cannot invoke the (co-)ownership right because the Products have been mixed, processed,
or traced, the buyer is obliged to pledge the newly created Products to us upon our first request.
7.7. Floriate is also entitled to retrieve the Products subject to the retention of title if circumstances arise
from which we can reasonably infer that there is a risk that the Products will not be (timely) paid,
even if the payment is not yet due. The buyer must inform us when such circumstances arise.

Article 8. Delivery
8.1. All delivery terms indicated by us are indicative and are determined to the best of our knowledge
based on data known to us at the conclusion of the agreement, and will be observed as much as
possible. If a delivery term is exceeded, Floriate shall inform the buyer thereof as soon as possible. In
that case, we are entitled to fulfill our obligations on a date to be agreed upon with the buyer. The
receipt of the Products may not be refused by the buyer due to exceeding the delivery term. If the
buyer refuses to accept, delivery shall take place by written notice to the buyer. From that moment
onwards, the Products shall be stored at the buyer’s expense and risk. Exceeding the delivery time
does not give the buyer the right to demand dissolution of the agreement and/or compensation,
unless the buyer proves willful misconduct or gross negligence on the part of Floriate.
8.2. Unless delivery is made free domicile, the Products shall be transported at the risk of the buyer, even
if the carrier claims that all damage is covered by insurance.
8.3. The buyer is obliged to take receipt of the Products at the moment they are made available to him or
her, or at the moment of delivery. If the buyer refuses to take receipt or fails to provide information
or instructions necessary for the delivery, the Products will be stored at the buyer’s expense and risk.
8.4. Floriate is entitled to deliver the sold goods in parts and to invoice these partial deliveries separately.
8.5. The buyer is obliged to cooperate fully with the delivery and to do everything that may reasonably be
expected of him or her to enable timely delivery by Floriate.

Article 9. Payment
9.1. Payment must be made within 30 days of the invoice date, unless otherwise agreed in writing.
9.2. If the buyer fails to pay the amounts due within the agreed term, he or she shall owe Floriate
statutory interest on the outstanding amount without the need for notice of default.
9.3. All costs, both judicial and extrajudicial, incurred by Floriate to obtain payment of its claims against
the buyer, shall be borne by the buyer. The extrajudicial costs amount to at least 15% of the principal
sum, with a minimum of €250, excluding VAT.
9.4. Payments made by the buyer shall first be deducted from all interest and costs owed, and then from
the longest outstanding invoices, even if the buyer states that the payment relates to a later invoice.

Article 10: Intellectual property
10.1. All Intellectual Property Rights related to the goods and/or services developed or provided by
Floriate under the Agreement, including but not limited to brand names, trade names, copyrights,
etc., are exclusively owned by Floriate. This explicitly includes all rights concerning molds. The buyer
agrees not to infringe upon these rights in any way.
10.2. All drawings, sketches, schematics, samples, models, designs, calculations, etc. (hereinafter referred
to as “drawings, etc.”), created by Floriate or on behalf of Floriate, are the property of Floriate and
remain so even after the Agreement is completed. Drawings, etc., may not be reproduced in whole or
in part, or shared with third parties for any purpose without written permission from Floriate.
10.3. Drawings, etc., must be returned to Floriate upon Floriate’s first request.
10.4. In the event of production and/or delivery by Floriate of goods based on drawings, samples, models,
etc., or other modifications received from the Buyer or obtained from third parties, the Buyer
guarantees that the manufacture and/or delivery of those goods does not infringe upon any patent,
trademark, or any other (intellectual) property right of third parties. The Buyer indemnifies Floriate
against all claims arising from such infringement.
10.5. If a third party objects to the manufacture and/or delivery based on any alleged rights as mentioned
above, Floriate has the right to immediately cease the manufacture and/or delivery and to demand
reimbursement from the Buyer for the incurred costs, without prejudice to Floriate’s claims for
further damages, without Floriate being obligated to compensate the Buyer.

Article 11. Conformity/Liability
11.1. Floriate is only liable for damages suffered by the Buyer if such damages are caused by intent or
gross negligence on the part of Floriate.
11.2. The Buyer has the obligation to immediately check the Products delivered by us upon receipt for
quantity and quality (including visible and, if possible, invisible defects). Deficiencies must be
reported in writing by the Buyer to us within 8 days after receipt of the Products, accurately
describing them. In the absence of a correct notification, the delivered Products are deemed to
conform to the agreement.
11.3. If the Buyer claims that the delivered Products contain deficiencies, the Buyer must return them to us
at his own risk upon our request within 10 days after we have confirmed receipt of the complaint in
writing to the Buyer. If the delivered Products are not returned, the Buyer must allow us to
determine whether the alleged deficiency is actually present. In the absence of correct return
shipment or opportunity to determine whether the alleged deficiency is actually present, the
delivered Products are deemed to conform to the agreement. If we determine that the delivered
Products are indeed defective, we have the right to either terminate the relevant agreement, rectify
the deficiency, or replace the delivery within a reasonable period. We are only liable for damages
suffered by the Buyer as a result of attributable shortcomings, unlawful acts, or otherwise, if the
damage is direct and the result of intent or gross negligence on our part.
11.4. In the event Floriate is liable to the Buyer for damages, this liability is limited to the invoice amount
(excluding VAT) of the relevant delivery, with a maximum amount of €10,000.
11.5. Floriate is in no event liable for consequential or indirect damages, including damages due to lost
profits or missed savings.
11.6. Floriate has the right at all times, if and to the extent possible, to undo or repair the Buyer’s damage.
11.7. If Floriate may be held liable by third parties for any damages for which it is not liable under these
general terms and conditions, the Buyer shall fully indemnify Floriate. The Buyer is liable for all costs
incurred by us arising from the aforementioned claims by third parties against Floriate.
11.8. Any liability of Floriate shall lapse if:
11.8.1. The Customer has failed to provide necessary information that affects the execution of the
11.8.2. The Customer has not allowed Floriate to remedy the relevant deficiency;
11.8.3. Further activities relating to or in connection with the deficiency have taken place without the
Customer involving Floriate.
11.9. Rectifying such deficiencies, when applying the preceding clause, shall be at the expense and risk of
the Buyer.
11.10. Floriate is not liable for any damages of any kind arising from the fact that Floriate has relied on
incorrect and/or incomplete information provided by or on behalf of the Customer and/or third
11.11. All images, photos, colors, drawings, descriptions on the website or in a catalog are purely indicative
and cannot lead to any compensation, termination, or suspension.

Article 12. Dissolution
12.1. In the event of full or partial dissolution of the agreement, Floriate shall be entitled to compensation
for all damage, costs, and interest incurred by Floriate as a result, including but not limited to lost
profits and transportation and storage costs.
12.2. In the event of dissolution of the agreement, Floriate is entitled to reclaim the delivered goods
without prejudice to its right to compensation for damage, costs, and interest.

Article 13. Transportation (costs)
13.1. If these are not included in the sales price, the cost of transport will be specified in the
offer/quotation. Transport of Products is always at the expense and risk of the buyer, unless expressly
agreed otherwise in writing.

Article 14. Force majeure
14.1. In the event of force majeure, Floriate shall have the right to suspend the performance of the
agreement in whole or in part, or to dissolve the agreement, without being obliged to pay any
14.2. Force majeure includes, among other things, strikes, lockouts, fire, epidemics, pandemics,
government measures, transport difficulties, supply interruptions of raw materials, or energy, as well
as any other circumstance beyond Floriate’s control that prevents the fulfillment of the agreement,
whether or not foreseeable at the time of the conclusion of the agreement.

Article 15. Protection of personal data
15.1. In the context of the execution of an Agreement or to comply with legal obligations, the Buyer may
have personal data about the Buyer and/or persons associated with or working for the Buyer
processed by Floriate. Floriate will ensure an appropriate level of security, considering the risks
involved in the processing and the nature of the personal data to be protected. This is only applicable
if and to the extent that they are located in the (computer) systems or infrastructure of the Buyer.
Processing of personal data takes place in accordance with the General Data Protection Regulation
15.2. Floriate handles the personal data provided by the Buyer with care. Personal data are only accessible
to the Buyer and are not disclosed to third parties, except in the context of the execution of an
Agreement and/or cases where Floriate is obligated to do so under the applicable laws and
regulations and/or a court order.
15.3. In case of a Data Breach, if necessary and reasonably possible, the Buyer shall cooperate with Floriate
so that Floriate can promptly fulfill its obligation to report in accordance with the GDPR.
15.4. The Buyer is responsible for complying with the applicable laws and regulations regarding the
protection of personal data and indemnifies Floriate for costs and damages resulting from third-party
claims related to the Buyer’s non-compliance with the GDPR.

Article 16. Amendment of General Terms and Conditions
16.1. Floriate is allowed to amend these general terms and conditions at any time.
16.2. Floriate may always implement changes of minor importance.
16.3. Floriate will discuss significant changes with the Customer as much as possible in advance.
16.4. In case of a significant change in the general terms and conditions, a Consumer may terminate the
underlying agreement.
16.5. If a Customer does not agree with a change in one or more provisions, the remaining provisions
remain unaffected. Customer and Floriate may deviate from one or more provisions of these general
terms and conditions by means of written agreements. If no deviating agreements are agreed upon in
writing by the Customer and Floriate, the general terms and conditions prevail over the agreement
between the Customer and Floriate.

Article 17. Applicable law and choice of forum
17.1. Dutch law applies to all agreements between Floriate and the buyer.
17.2. Any disputes arising from or in connection with agreements between Floriate and the buyer shall be
submitted exclusively to the competent court in the district where Floriate has its registered office.

Article 18. Depot
18.1. These general terms and conditions (Dutch version) have been filed with the Chamber of Commerce
under number 70007209.
18.2. The Dutch text of these general terms and conditions shall prevail in the event of differences in
interpretation between the Dutch text and a translation thereof