These General Terms and Conditions were published on February 1th 2024.

Article 1 General/ Applicable terms and conditions

1. These General Terms and Conditions of Floriday (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 Royal FloraHolland offered via its digital platform Floriday (hereinafter referred to as: "Floriday") and are also applicable to the use of and participation in Floriday and to any and all related (legal) acts, including the posting of Offers, Requests, and the like on Floriday, 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 Royal FloraHolland 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 Floriday, the User declares agreement with the applicability of the General Terms and Conditions Floriday, 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 Royal FloraHolland 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 Floriday 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 Royal FloraHolland 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 Royal FloraHolland prior to the conclusion of a Sale and Purchase Agreement on or via Floriday and the said department of Royal FloraHolland 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 Royal FloraHolland or a Service Provider to such degree that observance by and/or the (performance of) services by Royal FloraHolland or a relevantly designated Service Provider (under these General Terms and Conditions) cannot reasonably be required.
As the occasion arises, Royal FloraHolland shall be entitled to reverse the conclusion of a Sale and Purchase Agreement or Royal FloraHolland 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 Royal FloraHolland 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.

Article 2 Definitions

For the purpose of these General Terms and Conditions, the following terms and abbreviations are defined as follows:

Offer: the Products offered on Floriday by a Seller;
Request: the request posted on Floriday 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 Floriday 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 Floriday;
Agreement: a Sale and Purchase Agreement established and/or registered between Users via Floriday;
Service Provider: the (natural or legal) person acting in the course of their profession or business who registered on Floriday in the said capacity and who offers and/or provides services to Buyers on Floriday, 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 Floriday via the exporter module, under the stated conditions of Buyer to place (call-off) Orders on behalf of Buyer.
Floriday: the digital platform and/or digital environment that can be accessed via the website www.floriday.io 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 Floriday and acceptance of these General Terms and Conditions and the applicable Floriday Privacy Statement and/or the API Terms and Conditions, expressed their intention of using Floriday;
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 Floriday 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 Floriday;
Buyer: the (natural or legal) person acting in the course of their profession or business who registered on Floriday in the said capacity and who buys and/or purchases Products via Floriday, 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 Floriday in the said capacity and who has more limited user options on Floriday, 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 Floriday, and more specifically, whereby Royal FloraHolland 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 Floriday and/or where Floriday provides for such (call-off Order), and/or when the Buyer places an order for Products with a
Seller by via Floriday in respect of an Offer posted on Floriday by a Seller, and where, through acceptance by the Seller of the same, a Sale and Purchase Agreement is concluded (Order);
Products: ornamental plants or flowers and services, including packaging, covers, (re)potting, and materials for decoration;
Privacy Statement Floriday: the privacy statement applicable to / on Floriday, which was posted and can be consulted on Floriday via https://www.floriday.io/en/privacy-statement-floriday floriday;
Royal FloraHolland: Cooperative Society Royal FloraHolland U.A., having its corporate seat in (1431 GB) Aalsmeer on the Legmeerdijk 313, registered with the Chamber of Commerce under number 34284016, with VAT identification number: NL8185.16.094B03;
Sub-user: Sub-user can use Floriday's functionalities under the responsibility of a User. Sub-User accepts these General Terms and Conditions and the applicable Floriday 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 Floriday in the said capacity and who offers Products for sale via Floriday, hereinafter also referred to as: the offerer.

Article 3 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 Floriday 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 Floriday.

2. If the User uses or has access to Floriday via a software supplier that is connected to Floriday via an API link, then the User must ascertain that their software supplier accepted the applicable API Terms and Conditions of Floriday, these General Terms and Conditions, and the applicable Privacy Statement for Floriday and was admitted to Floriday 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 Floriday. 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 Floriday 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. Royal FloraHolland registers and processes login details in order to check on improper use and to improve services.

Article 4 Access and use

1. A User has access to Floriday from the date that they receive their user name from Royal FloraHolland. 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 Floriday.

2. The access to Floriday, 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 Floriday (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. Royal FloraHolland 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 Royal FloraHolland.

5. Royal FloraHolland reserves the right to reject the registration of a User and their use of and/or participation in Floriday and/or to unilaterally terminate the registration, the use and/or the participation of the User in respect of Floriday 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 Royal FloraHolland regarding the use of Floriday.

7. When a User logs on to Floriday 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 Floriday or using Floriday 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 Royal FloraHolland for all claims and for all resulting damage for Royal FloraHolland 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 Floriday, 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 Royal FloraHolland and/or Floriday;
f. infringing, in any way whatsoever, intellectual property rights, including trademark rights, copyrights, and the like of Royal FloraHolland and/or Floriday and/or Users and/or a Service Provider;
g. use that may, in any way whatsoever, prejudice the good name and/or reputation of Royal FloraHolland and/or Floriday 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 Floriday and/or the Floriday application;
k. modifying, copying, duplicating, scanning, hiring (having hired), reselling, distributing, licensing, in any way whatsoever, APIs, the Floriday application and/or Floriday 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 Floriday or the services to Users by or via Floriday or Service Providers designated for that purpose by Royal FloraHolland;
l. using (having used) APIs and/or the Floriday application for the development and/or operation of a platform that directly competes with Floriday and that may prejudice (the reputation of) Floriday 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 Floriday, Service Providers and/or its Users;
m. circumventing security measures or technical restrictions of the API and/or Floriday;
n. using, in any way whatsoever, Floriday, the API and/or the Floriday application that is detrimental or unsafe to Royal FloraHolland, Floriday, Service Providers and/or the Users;
o. disrupting the user experience on Floriday, inter alia by modifying Floriday, the corporate identity, the website Floriday or related websites, apps or services that are offered via Floriday;
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.

Article 5 Offer, Purchase Tip and Request; (supply of) information.

1. By posting and/or submitting an Offer or Purchase Tip by a Seller on Floriday 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 Floriday 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 Floriday 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 Floriday 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 Floriday or one of the linked sales channels and/or transaction or financial module(s) and/or services, then, in as far as Royal FloraHolland 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 Royal FloraHolland. 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 Royal FloraHolland 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 Royal FloraHolland in these General Terms and Conditions, which requirements can, from time to time, be changed by or on behalf of Royal FloraHolland. Royal FloraHolland 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 Floriday or one of the linked sales channels and/or transaction or financial module(s).

6. For the benefit of the marketing of Products via Floriday, Royal FloraHolland 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 Floriday. The Seller / Buyer who receives the information supplied by Royal FloraHolland 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 Floriday.

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 Royal FloraHolland, 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 Royal FloraHolland 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 Floriday. The User shall handle any and all relevant information confidentially and shall exclusively use it in accordance with the purpose of Floriday and the thereto-pertaining services and/or service provision and shall not grant access to Floriday 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 Royal FloraHolland 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.

Article 6 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 Floriday in the manner outlined in these General Terms and Conditions. If a Sale and Purchase Agreement is concluded via Floriday, 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 Sale and Purchase Agreement contains the following: their business / trade names and contact details, their customer numbers, the stipulated Essentials, including the sold / purchased Products, the Purchase Price, the Products sold/ purchased and/or to be delivered, the quality, the Delivery Location, and the delivery date / dates and times, etc. The aforementioned stipulated Essentials and, in particular, the delivery date / dates and times are strict deadlines, unless the Seller and the Buyer expressly stipulate otherwise. On account of a Sale and Purchase Agreement, the Seller is subject to an obligation to deliver in respect of the Buyer in connection with the Products sold and to be delivered by the Seller to the Buyer and/or in connection with the (additional) services delivered and/or to be delivered as stipulated by and between them. Under a Sale and Purchase Agreement, the Buyer is subject to an obligation to take delivery in respect of the Seller for the Products purchased and to be taken delivery of by the Buyer from the Seller and/or (additional) services delivered and/or to be delivered in connection therewith by the Seller to the Buyer. 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 Floriday 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 Royal FloraHolland) on or via Floriday. Users must take this into account as well as the fact that:

a Sale and Purchase Agreement concluded by and between them on Floriday 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 Floriday;
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 Royal FloraHolland or a relevantly designated Service Provider(s);
failing which, Royal FloraHolland 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 Floriday. The User(s) indemnifies respectively indemnify Royal FloraHolland 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, Royal FloraHolland, or a Service Provider designated for that purpose by Royal FloraHolland, 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 Floriday.

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, Royal FloraHolland 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 Royal FloraHolland - 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. Royal FloraHolland 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 Royal FloraHolland 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 Royal FloraHolland or by a Service Provider(s) designated for that purpose by Royal FloraHolland, 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. Royal FloraHolland 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 Royal FloraHolland. Royal FloraHolland 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 Floriday. 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 Floriday Support Desk via support@floriday.io. Royal FloraHolland always reserves the right not to handle and/or not to implement a request for correction.

10. If Royal FloraHolland 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 Royal FloraHolland 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 Royal FloraHolland in combating the decisions underlying these amounts by or on its behalf.

Article 7 Use & settlement logistical resources

1. 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 Royal FloraHolland, 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 Royal FloraHolland 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 Floriday 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 Floriday;
also send the relevantly prescribed VBN packaging code;
with the understanding that Royal FloraHolland 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 Royal FloraHolland.

4. Only the packaging models, auction trolleys and/or CC containers recommended and/or recognised by Royal FloraHolland may be settled via Royal FloraHolland, 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 Royal FloraHolland.

Article 8 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 Floriday.

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.

7. In case of a complaint or a dispute, the Seller and the Buyer are always obliged to make every effort in order to limit the damages that would be incurred by the Seller and/or the Buyer.

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 Royal FloraHolland or a Service Provider designated for this purpose (by Royal FloraHolland). If the Seller and the Buyer agree with this, then Royal FloraHolland 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. Royal FloraHolland or the relevant Service Provider shall never be liable for the recommendations, conciliation and/or support provided in connection therewith.

Article 9 Force majeure

1. The Seller / Buyer and Royal FloraHolland 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 Royal FloraHolland 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 Royal FloraHolland to comply with all or a part of their obligations arising from its services on or via Floriday.

2. Force majeure is understood as circumstances that cannot reasonably be blamed on the Seller / Buyer and/or Royal FloraHolland and nor should reasonably be at their expense.

3. The Seller / Buyer and/or Royal FloraHolland 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 Royal FloraHolland 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.

Article 10 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 Floriday. 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.

Article 11 Financial settlement

1. By posting and/or submitting an Offer and/or a Purchase Tip by a Seller or its Agent on Floriday in a complete, correct, timely and truthful manner:

a. the Seller or its Agent contracts Royal FloraHolland or a Service Provider designated for that purpose by Royal FloraHolland, 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 Royal FloraHolland or the Services Provider designated for that purpose by Royal FloraHolland, 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 Royal FloraHolland becoming a party to the said Sale and Purchase Agreement. Royal FloraHolland will send the Seller and the Buyer an email or (digital) notification and/or confirmation on Floriday of the conclusion of the Sale and Purchase Agreement.

2. For the acceptance of the contract by Royal FloraHolland or the Service Provider designated for that purpose by Royal FloraHolland and the performance of the required services, the data supplied by the Seller / Buyer and consequently included in Floriday shall have binding effect.

3. The Seller who issued a payment or direct debit order to Royal FloraHolland or the Service Provider designated for that purpose by Royal FloraHolland, 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 Royal FloraHolland or the Service Provider designated for that purpose by Royal FloraHolland 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 Royal FloraHolland or the Service Provider designated for that purpose by Royal FloraHolland shall be authorised to act, also in case of a contradictory interest or in case Royal FloraHolland or the Service Provider designated for that purpose by Royal FloraHolland is personally the contract party and that the crediting of the aforementioned amount by Royal FloraHolland shall be qualified by the Seller as payment in discharge of the relevant obligation.

4. The financial settlement by Royal FloraHolland in connection with a Sale and Purchase Agreement stipulated and/or effectuated via Floriday 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 Royal FloraHolland Auction Regulations, as follows:

Royal FloraHolland 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 Royal FloraHolland during the following week. After the credit entry has taken place, Royal FloraHolland 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 Royal FloraHolland a non-terminable authorisation on account of these General Terms and Conditions.
Any and all Products purchased by the Buyer from the Seller via Floriday and delivered to the Buyer, as well as the services supplied by Royal FloraHolland and/or Floriday or other Service Providers via Floriday, 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 Royal FloraHolland or stipulated with Royal FloraHolland and are settled via the bank of the Buyer. The Buyer must pay the payable amount to Royal FloraHolland 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 Royal FloraHolland. 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 Royal FloraHolland 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 Floriday between Users is implemented and/or takes place through a Service Provider designated for that purpose by Royal FloraHolland, 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. Royal FloraHolland 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. Royal FloraHolland 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. Royal FloraHolland 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 Royal FloraHolland can reasonably assume that the said complaint is plausible. Royal FloraHolland 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 Royal FloraHolland or a Service Provider designated for that purpose by Royal FloraHolland, the provisions set forth in article 12 apply.

Article 12 Complaints & questions with regard to services on Floriday

1. In case of complaints and/or questions with regard to Floriday, the User can call upon the Floriday Support Desk via support@floriday.io.

2. In case of complaints or questions with regard to services that are offered on or via Floriday, including financial settlement, logistical services and/or use and/or settlement of logistical resources, the User can call upon the Customer Contact Centre of Royal FloraHolland via contactcenter@royalfloraholland.com or the relevant department of the relevant Service Provider, in particular Veiling Rhein-Maas and Plantion.

Article 13 Rates and payment

1. Unless indicated otherwise, the User is liable to pay a rate for the use of Floriday per period of four (4) weeks, as indicated in the list of rates on the website of Floriday (www.floriday.io/en/buyer-link-rates).

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 Royal FloraHolland, in which payment method the User shall lend cooperation.

3. All rates are exclusive of VAT.

4. Royal FloraHolland 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 Royal FloraHolland or by the relevant Service Provider to Royal FloraHolland respectively the relevant Service Provider in connection with the Sale and Purchase Agreement concluded or effectuated by the User and services of Royal FloraHolland 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.

Article 14 Termination of registration / participation / use of Floriday

1. The User can personally terminate their registration for, respectively their participation in, Floriday with their user name, via the website Floriday, with due observance of a notice period of four (4) weeks, unless these General Terms and Conditions determine otherwise.

2. Royal FloraHolland can terminate its services to the User via or in connection with Floriday 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 Royal FloraHolland, with due observance of a notice period of 4 (four) calendar weeks.

3. Royal FloraHolland is, moreover, entitled to immediately exclude a User from participation in and/or use of Floriday 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 Royal FloraHolland, without prejudice to any other rights vested in Royal FloraHolland, 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) Royal FloraHolland by the User and/or their Agent;
an act or omission of the User and/or their Agent in respect of Royal FloraHolland or Floriday and/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 of the User
and/or their Agent otherwise gives cause for this.

4. The date when the registration with, the use of and/or the participation in Floriday 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 Floriday for the period after the end date will be refunded to the User.

Article 15 Liability and indemnification

1. Royal FloraHolland 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 Floriday;
c. a service offered by Royal FloraHolland in connection therewith;
d. (incorrect, obsolete and/or incomplete) information mentioned on the website Floriday, 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 Floriday or other unlawful programs or files, the hacking of Floriday and/or of the software and communications systems of Royal FloraHolland;

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). Royal FloraHolland 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 Royal FloraHolland 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 Royal FloraHolland directly or indirectly related to their activities. The User indemnifies Royal FloraHolland 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 Royal FloraHolland insight into all relevant policies;

the latter applies unless this situation is attributable to intent or intentional recklessness on the part of Royal FloraHolland. In case of an error by employees of Royal FloraHolland, which can be qualified as intent or intentional recklessness, the liability of Royal FloraHolland and its employees shall be limited to the rate charged to the User by Royal FloraHolland for Floriday during the previous twelve (12) months.

2. Royal FloraHolland 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 Royal FloraHolland against claims of third parties that are related to acts of the User and their employees during the use of Floriday.

5. The information that Floriday offers to the User is entirely without commitment. The User cannot derive any rights from it in respect of Royal FloraHolland or Floriday.

Article 16 Intellectual property rights

1. Merely by making use of Floriday, the User acknowledges the intellectual property rights of Royal FloraHolland in respect of the platform and the system of Floriday and the information related to Floriday and the thereto-pertaining services and/or provision of services by or on behalf of Royal FloraHolland as also by the Service Provider(s) designated for that purpose by Royal FloraHolland.

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 Royal FloraHolland 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 Royal FloraHolland, 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 Royal FloraHolland, 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 Floriday 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 Royal FloraHolland that the User is authorised to grant the said licence (potentially, as the occasion arises) to Royal FloraHolland.

5. The User indemnifies Royal FloraHolland 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.

Article 17 Privacy

1. When the User registers for and uses Floriday, (personal) data of the User shall be processed by Royal FloraHolland. The said processing takes place in accordance with the applicable Privacy Statement Floriday as posted on the website of Floriday, 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 Royal FloraHolland and Royal FloraHolland 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.

Article 18 Complaints, reports and questions regarding services and content on Floriday

1. In case of questions, reports or complaints, whether or not related to (content within) Floriday, the User can contact Floriday's Support Desk during normal business hours at support@floriday.io. For example, the User can file complaints or report content within Floriday 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 Floriday, 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.

3. If Royal FloraHolland has the User's contact details, it will send the User confirmation of receipt of the complaint or notification by e-mail.

Article 19 Changes to General Terms and Conditions

1. Royal FloraHolland 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 Floriday on the basis of the changed terms and conditions.

Article 20 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 Floriday. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.

2. Disputes that may arise between Users, or between Royal FloraHolland and/or Floriday 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 Floriday, version February 2024

General Terms and Conditions Floriday