General terms

Royal Trade Association for  Nurserystock and Flowerbulbs(Anthos)

TERMS OF SALE Groot-Brittannië en Ierland

These terms and conditions only apply to agreements with regard to which one of the parties is a member of Anthos at the time of conclusion of the agreement, which – within the framework of these general terms and conditions – is also deemed to include other partnerships who are (in)directly affiliated to an Anthos member company (e.g. sister company, subsidiary or parent company of the member).

If an agreement refers to these terms and conditions and this agreement only involves non-members, the terms and conditions below do not apply.

Furthermore, if an agreement refers to these terms and conditions while neither party is member of Anthos, the law and copyright law are violated.

2.         All goods are sold in Euro and delivered ex ware­house Holland and are dispatched from there at buy­er's sole risk and expense.

3.         Unless the buyer gives contrary instructions in writing before dispatch the seller will effect an insurance upon the goods against transit risks at the buyer's expense.

4.         The cost of cases and other packing together with all freight, forwarding, insurance and phytophatological examin­ation charges are payable to the seller by the buyer immedi­ately upon delivery of the goods.

5.         All accounts are due two months after date of invoice: two per cent (2%) discount will be allowed for payment within thirty five (35) days after date of invoice. On overdue accounts 12% interest per annum will be charged, together with the collection expenses.

            The ownership of the goods supplied under this contract will remain with the supplier

            And the supplier reserves the right to dispose of the goods until the sums due under

            The contract have been paid in full.

6.         If any complaint be made touching the description or quality or condition of any goods delivered by the seller under this contract the seller undertakes either to replace within a reasonable time, so much of the goods delivered as may be proved to have been defective as regards description, quality of condition when delivered or at his option to make a fair allowance of the price of so much of the goods delivered provided always that the buyer shall have made his complaint to the seller in writing with full particulars within 10 days of receipt at the buyer's premises of the goods complained of and that if any damage to the goods be alleged he shall have forwarded with his complaint a written statement contai­ning full particulars to be supported by statutory decla­ration if required, provided further that if any com­plaint be made within 7 days after the beginning of flowering (supported by statutory declaration if required) that the goods delivered were not bulbs of the variety or respective varieties over­leaf or indicated on the invoice (payment having been made within 2 months after date of invoice) then the buyer shall be entitled to recover from the seller such damage as he shall be able to establish that he has in fact suffered by reason of such wrongful delivery.

7.         The undertaking set forth in the last preceding clause hereof is given by the seller and is hereby accepted by the buyer in lieu and to the exclusion of every conditi­on, warranty or guarantee as to the description, quality of condition of any goods delivered under this contract which might otherwise be implied under the provisions of any Statute or from any facts or circumstances whatsoe­ver. The due fulfilment of such undertaking is to consti­tute the sole remedy of the buyer and the sole liability of the seller arising out of or in connec­tion with any defects as regards description, quality or condition in any goods delivered under this contract.

8.         If at the time for dispatching the goods any account payable by the buyer to any member of the Royal Dutch Wholesalers Association For Flowerbulbs And Nursery Stock be certified by that Association as being unreas­onably overdue or if the Association certifies that the financial standing of the buyer is unsatisfactory or if there be an official notice in writing by the said Association to the Horticultural Trades Association of Great Britain and the National Farmer's Union of England and Wales that there is gene­rally in the country of origin any complete or partial failure of the sectional crop concerned, the seller shall be at liberty to cancel this contract as regards the whole or part of the goods at their discretion without incurring any liability whatever to the buyer, other than a liability to refund the price of the goods not dispat­ched if already paid.

If the credit limit  for the buyer changes in such a manner that, because of that, the value of the goods or services (yet) to be delivered can no longer be covered by the credit insurance taken out by the seller, the seller is entitled to cancel any further deliveries.

 

9.         If any delivery to be made under this contract be cancel­led wholly or in part at the instance of the buyer or if the buyer rejects the goods or any part thereof delivered to him by the seller under this contract the seller shall be entitled to recover from the buyer either as and for liqui­dated damages a sum equal to 20% of the contract price of the goods left undelivered at the buyer's in­stance or rejected by the buyer (which sum is hereby agreed as the estimated damage likely to result to the seller from such cancellation or rejection by the buyer) or that the seller's option such damage as he may then be able establish that he has, in fact, suffered by reason of such cancellation or rejec­tion.

10.       If any delivery to be made under this contract be cancel­led in whole or in part at the instance of the seller otherwise than from some causes specified in clause 7 herein, or if the seller fails to deliver the goods under this contract, or any part of them, the buyer should be entitled to recover from the seller reasonable compensa­tion as the buyer may then be able to establish that he has, in fact, suffered by reason of the seller's default.

11.       Notwithstanding anything herein contained neither party is to be held liable for any failure to carry out this contract caused by circumstances beyond that party's control and in particular but without limiting the gene­rality of the fore­going the parties hereto hereby agree and declare that if (a) the goods hereby agreed to be sold shall be or become subject to a quota restriction imposed by the British Government upon imports from Holland, and (b) the total value of all con­tracts provid­ing for delivery within the period of 12 months from the 1st July next and entered or to be entered into by buyer with members of Anthos without knowing and before being able with reasonable dili­gence to ascertain what his allocation under such quota restric­tion was or would be for the said period shall be found to exceed the value of his said alloca­tion then the quan­tity of goods hereby agreed to be sold shall be reduced so that the ratio between the price of the goods hereby agreed to be sold and the price of the goods so reduced in quantity shall be the same as the ratio between the total value of all such contracts entered or to be entered into by the buyer as aforesaid and the value of the buyer's said allocation.

12.       If an infection was latently present in the plant, this shall be considered a non-attributable shortcoming on the part of the vendor unless the buyer can demonstrate that a) the latent infection was the result of wilful conduct or gross negligence on the part of the vendor or b) the vendor was aware of this latent infection previous to the sale but, despite this, did not inform the buyer of this.

13.       Sanctions

13.1.    The buyer guarantees that it complies with and will continue to comply with the obligations and limitations that ensue from all applicable sanction regulations of the United Nations, the United States of America, the European Union, the Netherlands and of any other country that is or may become relevant for the execution of the agreement that has been concluded (“Sanctions Legislation”).

13.2.    In particular, the buyer guarantees that it will not directly or indirectly sell, transfer, supply or otherwise make the purchased goods available to natural or legal persons, entities, groups or public-sector or other organisations that have been sanctioned pursuant to the Sanctions Legislation.

13.3.    The buyer ensures that all obligations from this article will be imposed equally on every party to which it sells on or supplies goods that it bought from the seller.

13.4.    If the buyer fails to comply with the obligations that ensue for it from this article, or fails to comply with them in a prompt or proper manner, the seller is entitled to suspend or terminate the agreement immediately without further notice of default, without being obliged to pay any compensation for damage and with the buyer being fully liable for compensation vis-à-vis the seller, at the seller's discretion.

14.       Anti-Corruption

14.1.    The buyer will at all times comply with the obligations and limitations that ensue from all applicable anti-corruption regulations of the United States of America, the United Kingdom, the Netherlands and of any other country that is or may become relevant for the execution of the agreement that has been concluded (“Anti-Corruption Legislation”).

14.2.    Each offer to and each acceptance by employees or members of the client's board of money, gifts, presents, trips, entertainment or other compensation that relates to the agreement or the seller and that is intended as, or can be seen as, an incentive to act in a certain way is strictly prohibited.

14.3.    The client will make not offer, promise or give anything directly or indirectly to any political party, campaign, government agency, officer or public institutions, state-run enterprises, organisations, international institutions, or their employees, with the purpose of acquiring or retaining goods or any other improper advantage in connection with the agreement or the seller.

14.4.    In connection with the agreement or the seller, the buyer will not offer, promise or give anything to or accept anything from a business client, unless there is an honest reason to do so and it is reasonable to do so in the context of the daily course of affairs and, moreover, complies with local legislation.

14.5.    The buyer will inform the seller immediately if, in the execution of the agreement, it takes note of any situation that may be in conflict with the Anti-Corruption Legislation.

14.6.    If the buyer fails to comply with the obligations that ensue for it from this article, or fails to comply with them in a prompt or proper manner, the seller is entitled to suspend or terminate the agreement immediately without further notice of default, without being obliged to pay any compensation for damage and with the buyer being fully liable for compensation vis-à-vis the seller, at the seller's discretion.

15.       a.         Any dispute under this contract shall be referred to arbitration in accord­ance with the rules for the conduct of arbitration jointly agreed from time to time between the National Farmers' Union of England and Wales, the Bulb Distributors Association and Anthos before a sole arbitrator appointed by agreement between the parties hereto or, in default of agreement before two arbitrators, one appointed by the chairman for the time being of Anthos and the other jointly by the president for the time being of the National Farmers' Union of England and Wales and by the chair­man for the time being of the Bulb Distributors Association, such arbitra­tors to nomi­nate a single umpire to act in the event of their dis­agree­ment. Arbitration proceedings must be commenced within two years after the date of deliv­ery.

            b.         The parties hereby agree to exclude any right of appli­cation or appeal to the English Courts in con­nection with any question of law arising in the course of the arbitration or with respect to any award made.

Bijgewerkt tot mei 2002

Bijgewerkt juni 2006 (nw artikel 1)

Bijgewerkt januari 2017 (nw artikel 12)

Bijgewerkt december 2017 (nw artikel 13 en 14)