Supplier 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. What these terms cover

1.1 These terms apply between BYS Flora International B.V. in formation (in oprichting) ("BYS Flora", "we") and the company registering as a supplier ("you"). They cover your account, the portal, and any stock you list on it.

1.2 Each purchase is made under a separate Supply Agreement and the purchase order we issue. Where they conflict with these terms, the Supply Agreement and the purchase order come first.

1.3 We buy and resell in our own name. You sell to us, and we sell to our buyers. These terms do not make you our agent, and they do not create a partnership or an exclusive relationship unless we agree one in writing.

2. Your account

2.1 We decide whether to approve an application, and we do not have to give reasons.

2.2 The information you give us at registration must be accurate and kept up to date, in particular your legal name, address, VAT number, EORI number and certifications.

2.3 You are responsible for everyone who uses your account. Keep credentials confidential and tell us promptly at info@bysflorainternational.com if an account should be closed or may have been misused.

2.4 You confirm that the person accepting these terms is authorised to accept them for your company.

3. Listing stock

3.1 What you list must be real, available and accurately described: species and variety name, size, age, quantity, quality grade, production method, location and the earliest date it can ship.

3.2 Keep availability current. If listed stock is sold, damaged or committed elsewhere, update it promptly. We quote our buyers from what you list, and a quote we cannot honour costs us the customer.

3.3 Photographs must be of the actual stock or of stock genuinely representative of it, taken within 12 months, and you must hold the rights to them.

3.4 You may not list: plants on the EU list of invasive alien species of Union concern; species restricted under CITES without the permits; any variety you are not licensed to propagate and sell; and anything whose sale in the destination market is prohibited.

3.5 By listing, you grant us a non-exclusive, royalty-free licence to show the listing, its descriptions and its photographs to our buyers and to use them in our catalogues, quotes and marketing for as long as the stock is listed and for 12 months afterwards.

4. What you promise about the plants

4.1 Every plant you supply will be true to the species and variety named, healthy, free from quarantine pests and from any pest or disease that would make it unfit for sale, of the size and grade described, and properly hardened and packed for the journey.

4.2 You hold every licence needed to propagate and sell each protected variety you list, and you will give us a copy on request. If a variety is protected, you tell us who holds the rights and on what terms, and you pay the royalties due.

4.3 The plants are yours to sell, free of any third party's rights, and selling them to us infringes no plant variety right, trade mark or other intellectual property.

4.4 Where you carry out the phytosanitary or export work, you are registered as required in your country, the documents you issue are accurate, and you keep the records the rules require. Where we do that work, you give us what we need for it, on time and correct.

4.5 You comply with the law that applies to you, including plant health, employment and environmental rules, and with applicable sanctions and export controls.

5. Our buyers and your data

5.1 We choose who we sell to, at what price, and on what terms. You have no claim on our margin.

5.2 We do not show your identity as the grower in our catalogue or in our quotes. Plant health and customs documents may name you where the rules require it, and a buyer may learn it from them. If you would like us to name you — provenance can sell plants — tell us in writing.

5.3 We handle personal data about your people as a controller, as described in our Privacy Statement. If you also use BYS Botanica, that software is governed by its own Data Processing Agreement, under which we act as your processor.

5.4 If you enable the BYS Botanica integration, that is your instruction to send the listing data it covers to this platform. You can switch it off at any time.

6. Conduct

6.1 Deal with us and our buyers honestly, and do not misrepresent stock, certifications or capacity.

6.2 Keep confidential what you learn through us that is not public, in particular buyer identities, volumes, prices and demand information, for as long as it remains confidential and for 3 years after your account closes.

6.3 Do not use the portal to gather market intelligence for a competitor of ours, and do not share prices we quote you with other suppliers.

6.4 For 12 months after we introduce you to a buyer through this platform, do not sell to that buyer directly, or through anyone else, plants of a kind we have bought from you for that buyer, unless we agree in writing. This does not apply to a buyer you already traded with before the introduction, and you can tell us at any time who those are so the position is clear.

7. Suspension and closing the account

7.1 We may suspend or close your account, and remove listings, if you break these terms, if the information you gave us is materially wrong, if a consignment endangers plant health, or if we must do so by law. Where it is reasonable, we tell you first and give you a chance to put it right.

7.2 Either of us may close the account on 30 days' written notice. Orders already confirmed are completed under the Supply Agreement, which survives.

7.3 Closing the account does not affect clauses 4, 5.3, 6.2, 6.4, 8, 9 and 10.

8. Our platform

8.1 The portal, its content and the BYS Flora name are ours. You may use the portal for trading with us and for nothing else. Do not copy data out of it in bulk or by automated means.

8.2 We may change the portal. We aim to keep it available but do not guarantee it, and we are not liable for a listing that could not be updated because the portal was down: tell us by email instead.

9. Liability

9.1 Nothing in these terms limits liability for intent or deliberate recklessness of a party's management, or any liability that cannot be limited by law.

9.2 Subject to clause 9.1, our total liability to you under these terms in any twelve months is limited to the amount we paid you for plants in that period, and we are not liable for indirect or consequential loss, including lost profit or lost production.

9.3 Your liability to us for the plants, their health, their documents and their variety rights is dealt with in the Supply Agreement, and is not limited by this clause.

10. General

10.1 We may change these terms on 30 days' notice. You accept the new version at your next sign-in, and if you do not accept it, you may close the account under clause 7.2.

10.2 Your own general or purchasing terms do not apply, even if you refer to them. We expressly reject them.

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

10.4 These terms are governed by Dutch law. 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, because an award can be enforced in your country and a Dutch judgment may not be.

10.5 These terms are made in English. A translation is provided for convenience and the English version prevails.