Buyer Terms

This text is a draft under review. Anything in square brackets is still to be filled in, and it is not yet in force.

1. Who these terms are for

1.1 These terms apply between BYS Flora International B.V. in formation (in oprichting) ("BYS Flora", "we") and the company registering as a buyer ("you"), and to every order we accept from you.

1.2 We sell to businesses in the trade only. By registering you confirm you are buying for your business and not as a consumer.

1.3 Your own purchasing terms do not apply, even if you refer to them in an order or other document. We expressly reject them.

2. Your account

2.1 We decide whether to approve an application, and we may set a credit limit for your account and change it.

2.2 Keep your registration details accurate, in particular your legal name, address, VAT number and EORI number. We rely on them for customs and tax documents, and errors are expensive to correct after shipping.

2.3 You are responsible for everyone using your account, and you confirm that the person accepting these terms may accept them for your company.

3. Quotes

3.1 Catalogues, availability lists and indicative prices are not offers.

3.2 A quote we issue is valid until the date it states, and is subject to stock remaining available when you accept it. Living stock sells and grows on, and a quote is not a reservation.

3.3 Quoted prices are exclusive of VAT and are stated on the delivery basis named in the quote, using Incoterms 2020.

4. How an order is made

4.1 Your acceptance of a quote, or any purchase order you send, is an offer to buy.

4.2 A contract arises only when we issue an order confirmation. The order confirmation, these terms, and the specification it refers to are the whole agreement for that order.

4.3 After confirmation, an order may be changed or cancelled only with our written agreement. Plants grown or reserved to your order cannot usually be resold, so we may charge the costs we have incurred, up to the order value.

4.4 Lead times are estimates given in good faith. We tell you promptly if a date will move.

5. Price and payment

5.1 Unless the order confirmation says otherwise: 50% of the order value is payable on confirmation, and the balance against the shipping documents, before release.

5.2 Payment is made in euros, or the currency named in the order confirmation, by bank transfer to the account on the invoice, without set-off or deduction. Bank charges are yours.

5.3 Late payment attracts the Dutch statutory commercial interest under article 6:119a of the Civil Code, plus reasonable collection costs.

5.4 While any invoice is overdue, or your credit limit is exceeded, we may hold further shipments and stop accepting orders.

5.5 Taxes and duties in the destination country are yours, unless the agreed delivery basis puts them on us.

6. Delivery and title

6.1 Delivery, risk and transport costs follow the Incoterm in the order confirmation.

6.2 Plants remain our property until you have paid for them in full, including interest and costs. Until then, keep them identifiable, look after them as a careful grower would, and tell us at once if a third party tries to seize them or you face insolvency. You may sell them on in your ordinary business, and until you have paid us, your claim against your own buyer is assigned to us as security.

6.3 We may deliver in instalments, and each is a separate obligation.

6.4 If you do not take delivery on the agreed date, we may store the plants at your cost and risk, or sell them elsewhere and charge you the shortfall. Perishable stock cannot wait.

7. Checking the plants and making a claim

7.1 Check every consignment on arrival, including quantity, species, size and visible condition, and photograph anything wrong before unpacking further.

7.2 Tell us about visible defects, shortages or wrong stock in writing within 5 working days of delivery, with photographs and the batch codes on the labels. After that the consignment counts as accepted.

7.3 Tell us about defects that could not reasonably have been seen on arrival within 6 months of delivery, and within 10 working days of discovering them.

7.4 Do not destroy or dispose of plants you are claiming about until we have had a reasonable chance to inspect them, or have agreed otherwise in writing.

7.5 If a claim is justified we will, at our choice, replace the plants, issue a credit, or refund what you paid for them. That is your remedy.

8. What we promise, and what we do not

8.1 We promise that plants delivered are true to the species and variety named, of the size and grade in the order confirmation, healthy and free from quarantine pests at the moment risk passes to you, and accompanied by the documents the route requires.

8.2 Plants are living goods. We do not promise how they will perform after delivery, which depends on your transport, storage, potting, climate, irrigation and handling, nor do we promise any yield, flowering time, survival rate or commercial result.

8.3 You are responsible for whether a species may lawfully be imported, grown and sold where you are, and for your own plant passport obligations once the plants are yours.

9. Liability

9.1 Nothing here limits liability for intent or deliberate recklessness of a party's management, for death or personal injury, or any liability that cannot be limited by law.

9.2 Subject to clause 9.1, our total liability for an order is limited to the price of the consignment concerned.

9.3 We are not liable for indirect or consequential loss, and in particular not for loss of crops grown on from the plants, lost production, lost profit, lost sales, business interruption, or claims made against you by your own customers.

9.4 We are not liable for delay or failure caused by circumstances beyond our reasonable control, including weather, disease outbreaks, border closures, transport failures and official plant health measures. If such an event lasts more than 30 days either of us may cancel the affected order, and we refund what you have paid for undelivered plants.

10. Plant health cooperation

10.1 Keep our batch codes and delivery documents for at least 12 months, and keep enough records to identify where each batch went.

10.2 If an authority or we identify a plant health risk in a consignment, tell us at once, follow the instructions of the competent authority, and help us trace and recover the plants. We pay the reasonable costs of a recall caused by us.

11. General

11.1 We may change these terms on 30 days' notice. You accept the new version at your next sign-in. Orders already confirmed keep the terms they were made under.

11.2 You may not assign the contract without our written consent. We may assign it to a company in our group or a buyer of the business.

11.3 Notices are given by email to the addresses in the portal.

11.4 These terms are governed by Dutch law, and the Vienna Sales Convention does not apply. Disputes go to the competent court in Rotterdam. If you are established outside the European Union, disputes are instead finally settled by arbitration under the rules of the Netherlands Arbitration Institute, seat Rotterdam, in English, before one arbitrator.

11.5 These terms are made in English, and the English version prevails over any translation.