GENERAL TERMS AND CONDITIONS

Of the private limited-liability company VWS Export-Import of Flowerbulbs B.V., VWS Export – Import of Flowerbulbs B.V., established in Broek op Langedijk.

1. Definitions

In these general terms and conditions of sale and delivery, the following terms shall have the following meanings:

“General terms and conditions”: these general terms and conditions of sale and delivery of VWS

“Customer”: the opposite party of VWS

“Agreement”: the agreement between VWS and the customer

“VWS”: the private limited-liability company VWS Export-Import of Flowerbulbs B.V., established in Broek op Langedijk, the Netherlands

• Applicability
  • These general terms and conditions shall apply to all offers, quotations, orders and agreements in respect of which VWS acts as party. These terms and conditions shall apply in full between VWS and its opposite party (hereafter: “customer”), unless VWS has agreed in writing to a deviation therefrom.
• Offers
  • Unless the text of the offer stipulates otherwise, all offers of VWS shall be without any obligation. VWS expressly reserves the right to implement price changes which occur between the time of making the offer and concluding the agreement
• Agreement
  • An agreement shall only be deemed to have been effected once VWS has sent out a written acceptance and confirmation of the agreement.
• Prices
  • All prices shall be ex warehouse of VWS and exclusive of VAT and any due and paya- ble fees and duties.
• Delivery and transport
  • All deliveries shall take place ex warehouse of VWS, as described in the Incoterms 2010 of the International Chamber of Commerce (ICC).
• Payment
  • Payments must be made to the bank account of VWS stipulated in the invoice within 30 days of the invoice date without any discount or set-off, unless it has been pro- vided otherwise in writing Should the payment date be exceeded, the customer shall be in default by operation of the law The customer shall owe VWS trade interest equal to the statutory interest for the period during which it is in default Should the customer be in default, VWS shall, without prejudice to any other rights to which it is entitled, be entitled to charge any costs which it incurs in respect of collection and the safeguarding of its rights, including the costs of legal assistance, to the customer Extrajudicial costs shall be calculated in accordance with the collection rates of NOA (Netherlands Bar Association).
• Force Majeure
  • Force majeure shall be deemed to be any circumstance as a result of which the (fur- ther) fulfilment of this agreement either in full or in part cannot in all reasonableness be expected from VWS, regardless of whether such circumstance occurs in respect of VWS, its suppliers or any other third party on which VWS depends.
• Dissolution, cancellation and suspension
  • VWS shall, without any further notice of default being required, be entitled, by means of a written declaration, to dissolve the agreement with the customer in question ei- ther wholly or partially, to suspend its obligations, to claim the goods delivered by it subject to the retention of title and/or to demand immediate payment of all that which the customer owes it, should:
    • the customer fail to fulfil its obligations vis-a-vis VWS either wholly or par- tially, even where such failure cannot be attributed to the customer
      • the customer fail to fulfil its obligations vis-a-vis VWS either wholly or par- tially, even where such failure cannot be attributed to the customer
• Retention of title
  • All goods delivered by VWS shall remain its property until the customer has fulfilled i n full all claims relating to the counter-performance in respect of the goods deliv- Version 2 of 18.09.2012 Page 5 of 8 ered or to be delivered to the customer by VWS in accordance with the agreement and in respect of any services provided or to be provided to the customer pursuant to such an agreement, as well as all claims arising from the non-fulfilment of such agreements.
• Guarantee
  • VWS guarantees the authenticity of all varieties delivered by it, however, subject to the provisions of clause 8 and taking into account clause 12 of these general terms and conditions.
• Liability
  • The liability of VWS regarding goods delivered by VWS or advice given by VWS, me- diation and/or assistance provided by VWS, etc. is limited to that which is defined in these general terms and conditions Any further liability is explicitly excluded by VWS
• Complaints
  • The customer is obliged to look for defects in the delivered goods upon receipt. Any (visible) defects have to be reported within eight days after delivery in writing and registered, precisely stating the nature and cause of the defects, under penalty of dissolution of the customer rights Any complaints relating to seriously defective Version 2 of 18.09.2012 Page 7 of 8 goods delivered by VWS have to be reported immediately and in writing within 24 hours.

1. Advertising material
   1. Any advertising material put into circulation by VWS and held by its customers shall remain the property of VWS and may not be used by the customer in any other way or for any other purpose than that for which it was made available to the customer.
2. Applicable law and competent court
   1. All disputes arising from or connected with the agreement concluded between VWS and its customers, of which these general terms and conditions form an integral part, shall be submitted to the judgement of the competent court in Alkmaar, the Nether- lands IHowever, if the customer is established in a state that is no party to EU Council Regulation No. 44/2001 on jurisdiction of 22 December 2000, the ratification and enforcement of decisions in civil and trade matters (EEX Treaty), or the treaty on the jurisdiction and enforcement of decisions in civil and trade matters of 16 September 1 988 (EEC-EFTA Enforcement Treaty), any disputes that may arise as a result of the present agreement or any subsequent agreements will be decided according to the arbitration code of the Netherlands Arbitration In stitute All agreements shall be sub- ject exclusively to Dutch law.