General Terms and Conditions
Article 1 – Definitions
“Flower Ambiance”
Flower Ambiance B.V., established in Drijber, registered in the trade register of the Chamber of Commerce in Utrecht under number 94880131.
“Client”
The natural or legal person who enters into an agreement with Flower Ambiance B.V., as well as their successors;
“The Agreement”
The agreement concluded between Flower Ambiance and the Client;
“Price”
A fee agreed upon by Flower Ambiance and the Client for goods to be supplied by Flower Ambiance, as described in the “Agreement”;
“Additional Costs”
All costs incurred by Flower Ambiance in fulfilling the Agreement. These shall include, but are not limited to, costs of packaging, loading and unloading, transport, and insurance;
“Written”
Text and/or images reproducible on paper, communicated to a party by letter, fax, or electronic communication means.
Article 2 – Applicability
2.1 These provisions apply to all offers, quotations, activities, agreements with, and deliveries by Flower Ambiance.
2.2 Deviating provisions or general terms of the Client are valid only if explicitly agreed upon and accepted in writing by Flower Ambiance. They apply solely to the specific agreement for which the deviations have been explicitly accepted.
Article 3 – Offers
3.1 All offers made by Flower Ambiance, in any form, are non-binding unless explicitly stated otherwise. If a non-binding offer is accepted, Flower Ambiance has the right to revoke the offer within five working days after receiving the acceptance. In case of revocation, no agreement is concluded.
3.2 Images and descriptions in offers, brochures, catalogs, websites, measurements, and weight specifications, minor details, and promotional material, as well as other data provided by Flower Ambiance, do not bind Flower Ambiance.
3.3 Sending offers and/or other documentation does not oblige Flower Ambiance to accept an order. An order is considered accepted by Flower Ambiance only when explicitly communicated to the applicant by Flower Ambiance. Flower Ambiance will notify the applicant of the acceptance of an order as soon as possible, but in any case within 10 working days after receiving the order. Flower Ambiance is not liable for any damage, direct or indirect, resulting from the non-acceptance of an order by the Client or an applicant.
Article 4 – The Agreement
4.1 Subject to the provisions below, an agreement between Flower Ambiance and the Client is concluded only after it has been accepted or confirmed in writing by an authorized person on behalf of Flower Ambiance, with the date of confirmation or acceptance being decisive. The written agreement is deemed to correctly and fully reflect all that has been agreed upon unless the Client has objected in writing within fourteen working days of the date of confirmation or acceptance.
4.2 An agreement as referred to in paragraph 1 is concluded only if the order exceeds a minimum order amount determined by Flower Ambiance. The minimum order amount is listed on Flower Ambiance’s website. The minimum order amount refers to the order amount for items available and deliverable by Flower Ambiance, excluding VAT and shipping costs.
4.3 Any subsequently made additional agreements and/or changes bind Flower Ambiance only if they are confirmed in writing by an authorized person on behalf of Flower Ambiance.
4.4 For transactions where no quotation or written agreement is sent due to the nature and scope, the invoice is deemed to accurately and fully represent the agreement unless the other party objects in writing within forty-eight hours after the Client has received and can verify the invoice.
4.5 Flower Ambiance delivers goods only per packaging unit. If an item related to the Agreement is out of stock, Flower Ambiance has the option to execute the entire Agreement once all ordered items are deliverable by Flower Ambiance. Alternatively, Flower Ambiance delivers only the items in stock, provided they exceed the minimum order amount. For the out-of-stock item(s), no agreement is concluded between Flower Ambiance and the Client, meaning Flower Ambiance will not deliver and will not place these items on backorder.
Article 5 – Execution of the Agreement and Delivery
5.1 Delivery times for goods are provided approximately and can never be considered binding.
5.2 Flower Ambiance may, if deemed necessary or desirable for proper execution of the agreement, involve others in the execution of the agreement, with the associated costs being charged to the Client in accordance with the provided price quotations.
5.3 The risk for the goods to be delivered passes to the other party at the moment of delivery.
5.4 Unless otherwise agreed in writing, delivery takes place from the Flower Ambiance distribution center. The items to be delivered are at the Client’s risk from the moment they leave the distribution center. If Flower Ambiance takes care of the transportation of the items, this does not affect the provisions of article 5.3. The mode of transport is determined by Flower Ambiance. The Client is obliged to receive and immediately unload the items at the agreed delivery location. If Flower Ambiance, whether at the Client’s request or not, arranges transportation of the items, Flower Ambiance is free in its choice of packaging, carrier, and route.
If Flower Ambiance also arranges transport insurance, this does not affect the provisions of article 5.3, and the Client should additionally insure the items if desired. From the moment the items are at the Client’s risk, the Client must adequately insure the goods against all possible risks, such as loss, theft, damage, and/or destruction.
5.5 If, due to a reason within the Client’s risk sphere, it is not possible to deliver the ordered items (in the agreed manner) or the items are not collected, Flower Ambiance has the right to store the items at the Client’s expense and risk. In such cases, the risk for the items transfers to the Client from the moment these items are identified as “Client’s goods” in Flower Ambiance’s administration and/or storage area. Flower Ambiance is then entitled to invoice the items to the Client. Any additional costs for transport, storage, insurance, or other extra costs are at the Client’s expense.
5.6 If payment in installments has been agreed, the execution of the Agreement and/or actual delivery of goods will not take place until after receipt of the first installment.
Article 6 – Modification and Cancellation
6.1 If the agreement concerns goods specially manufactured for the Client or goods with specific characteristics for the Client, Flower Ambiance will execute the order (including the manufacturing of these goods) only after the Client has paid the total amount owed for it.
6.2 Flower Ambiance is entitled to deliver and invoice up to 10% more than agreed for specially manufactured and/or clearly identifiable goods for the Client. A shortage of 10%-20% in the quantity delivered for these goods does not oblige Flower Ambiance to deliver the shortfall.
6.3 If the Client wishes to cancel the Agreement after it has been concluded, 20% of the order price (including VAT) will be charged as cancellation costs, without prejudice to Flower Ambiance’s right to claim full compensation.
Article 7 – Warranty
Only the warranty provided by the manufacturer or importer applies to all delivered goods.
Article 8 – Price; Price Changes: Payment
8.1 Unless otherwise stated, the Prices of Flower Ambiance are:
Exclusive of pallet costs
Exclusive of cash on delivery charges
Ex warehouse
Exclusive of VAT, import duties, other taxes, levies, and charges
Exclusive of costs of packaging, loading and unloading, transport, and insurance.
8.2 Payment is made in the currency in which the Price and Additional Costs are agreed and/or invoiced, unless otherwise agreed in writing. Exchange rate differences related to conversion to Euros are borne by the Client. The total amount owed by the Client to Flower Ambiance is exclusive of any bank charges payable by the Client. Bank charges are fully at the Client’s expense. For payments from abroad, the Client must ensure that the total invoice amount due is received net by Flower Ambiance.
8.3 Orders placed by the Client via the internet, telephone, or fax must be paid for before delivery or sent cash on delivery, unless otherwise agreed in writing. Payment of invoices must be made within 14 days net after receipt of the invoice by the Client unless explicitly agreed otherwise. All payments made by the Client primarily serve to settle any interest and collection costs owed by the Client and subsequently to settle the oldest outstanding invoices, without the Client being able to invoke set-off.
8.4 If the Client fails to fulfill any obligation arising from the agreement or does so untimely, arranges debt settlement with creditors, applies for a moratorium, undergoes a similar procedure, is declared bankrupt, files for bankruptcy, ceases or transfers their business or dissolves it, as well as if any attachment is made against them which is not lifted within 14 days, any claim of Flower Ambiance against the Client becomes immediately due and payable in full. Flower Ambiance is then also entitled to dissolve the agreement, as far as not fully executed, without notice of default or judicial intervention and without being liable for any compensation or damages, or to suspend the execution of the Agreement.
8.5 If the Agreement is concluded with more than one Client, all purchasing parties are jointly and severally liable for fulfilling the obligations under the Agreement and these general terms and conditions (regardless of the invoice’s addressee).
Article 8.6
The Client is deemed to have accepted the invoice as correct and acknowledged the claim if no written protest has been made to Flower Ambiance within 48 hours after receipt of the invoice.
Article 8.7
In the event of an increase in one or more cost price factors, Flower Ambiance is entitled to increase the order prices accordingly or, at its discretion, to cancel the order. Flower Ambiance is not liable for any damage, direct or indirect, arising from or resulting from this price change.
Article 8.8
The Client has the right to terminate the agreement in writing in the event of a net price increase of more than 10%, within three months after the conclusion of the agreement. If the Client exercises this right, Flower Ambiance reserves the right to charge for goods specifically manufactured for the Client.
Article 9 – Interest on Late Payment
If payment has not been made within the term mentioned in the third paragraph of the previous article, the Client is in default by operation of law and owes a cumulative penalty interest of 1% per month on the outstanding amount from the invoice date.
Article 10 – Collection Costs
All costs arising from or related to the enforcement of the Client’s rights under the Agreement, including judicial and extrajudicial collection of any overdue or partially unpaid invoice amount or any other claim, shall be borne by the Client, without any reminder, summons, or notice of default being required. This includes the costs of any reminders, notifications, and notices of default, with a minimum of 15% of the outstanding claim(s) of Flower Ambiance against the Client. The amounts recorded in the books of Flower Ambiance for these costs will provide full evidence of the extent of these costs, except for obvious writing, calculation, or other errors.
Article 11 – Complaints
11.1 Complaints will only be handled by Flower Ambiance if they are received in writing within 48 hours after the delivery of the relevant performance, with precise details of the nature and grounds of the complaints. Photos as evidence of any deficiencies must be attached to the complaints. Complaints about invoices must also be submitted in writing within 48 hours after receipt of the invoice by the Client. After these periods, the Client is deemed to have approved the delivered goods or the invoice.
11.2 Minor or technically unavoidable deviations in quality, quantity, dimensions, color, size, etc., do not constitute grounds for complaint. The same applies to color differences due to light and/or weather influences. If Flower Ambiance finds the complaint justified, it will refund the price of the item to the Client. Complaints do not affect the Client’s other payment obligations.
11.3 Returns can only be made with prior written permission from Flower Ambiance, under conditions determined by Flower Ambiance.
Article 12 – Liability of Flower Ambiance: Indemnification, Expiry Period, Force Majeure
12.1 Flower Ambiance is only liable for deficiencies in the execution of the Agreement if the damage is due to intent or gross negligence on its part or its employees. Flower Ambiance is not liable for damage caused by a product if the manufacturer is liable under Article 6:185 et seq. of the Dutch Civil Code.
12.2 Flower Ambiance is never liable for consequential damage, loss of profit, or immaterial damage.
12.3 Flower Ambiance’s liability is limited to the amount it can recover from its insurers, plus its deductible under that insurance. If insurers do not pay or the damage is not covered by insurance, liability is limited to the net invoice value of the relevant delivery, but in any case to a maximum of €10,000. Flower Ambiance invokes all legal and contractual defenses that it can invoke against its liability towards the Client, also for its subordinates, non-subordinates for whose conduct Flower Ambiance would be liable by law, and its suppliers.
12.4 Flower Ambiance is not liable for delays, non-delivery, or incorrect delivery as a direct or indirect result of force majeure. Force majeure includes any circumstance beyond Flower Ambiance’s control that prevents or significantly hinders the normal execution of the agreement, such as strikes, illness, insufficient personnel, government measures, failures by third parties engaged by Flower Ambiance (including suppliers), defects or damage to production means, transportation hindrances, etc. Flower Ambiance may also invoke force majeure if the circumstance causing the force majeure occurs after Flower Ambiance should have delivered. Both parties are entitled to dissolve the agreement for the part not yet performed after the force majeure situation has lasted for 1 month, without either party being liable for damages.
12.5 Claims for damages must be submitted in writing within one month after the damage is discovered, otherwise the Client forfeits the right to compensation.
12.6 Flower Ambiance is not liable for damage to third parties related to services or goods delivered by Flower Ambiance, including:
Claims from third parties, including employees of the Client, who suffer damage resulting from unlawful acts of employees of Flower Ambiance made available to the Client and working under the Client’s supervision or instructions.
Claims from third parties, including Flower Ambiance’s employees, who suffer damage in connection with the execution of the agreement resulting from actions or omissions of the Client or unsafe situations in its company. The Client indemnifies Flower Ambiance against such damage.
12.7 If Flower Ambiance is liable for the execution of Agreements and deliveries, it has the right to either deliver replacement goods or repair the goods or services already performed or credit the Client proportionately.
Article 13 – Retention of Title
13.1 Delivered goods remain the property of Flower Ambiance until all deliveries and work by Flower Ambiance for the Client, including interest and costs, have been fully paid. The Client must properly maintain these goods. The Client may alienate these goods in the normal course of business, provided that Flower Ambiance is granted a pledge on the claims upon request. Flower Ambiance is irrevocably authorized to establish this pledge.
13.2 Flower Ambiance is entitled to retrieve the goods delivered based on this article from the Client or its holder if the Client fails to meet its obligations. The Client must cooperate, under penalty of a fine of 10% of the order amount excluding VAT, with a minimum of €1,250, without prejudice to Flower Ambiance’s right to full compensation.
Article 14 – Conversion
14.1 If and insofar as any provision of these terms cannot be invoked due to reasonableness and fairness or its unreasonably burdensome nature, that provision shall be deemed to have a similar meaning in terms of content and scope that allows it to be invoked.
14.2 The invalidity or inapplicability of any provision of these terms does not affect the validity of the remaining provisions.
Article 15 – Suspension and Termination
15.1 If Flower Ambiance cannot meet its obligations due to the Client’s failure to fulfill its obligations, it is entitled to suspend the execution of the Agreement in whole or in part or terminate the Agreement by registered letter with a 21-day notice period, stating the identified deficiencies. If the Client fails to remedy the deficiencies within the notice period, the Agreement ends on the termination date.
15.2 The Agreement is dissolved without judicial intervention and without any notice of default being required if the Client is declared bankrupt, files for bankruptcy, applies for or is granted a moratorium on payments, or loses control over its assets due to attachment, guardianship, or otherwise.
Article 16 – Disputes
All disputes, including those considered disputes by only one party, arising from or related to the agreement to which these terms apply, or the terms themselves, their interpretation or execution, both factually and legally, will be decided by the Court of Utrecht, subject to the right of appeal and the possibility of seeking a preliminary injunction in summary proceedings, except in cases where the subdistrict court is competent.
Article 17 – Applicable Law
The obligations between Flower Ambiance and the Client as referred to in these terms are governed exclusively by Dutch law.
