DUIF S FLORIST ARTICLES B.V.

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1 General Terms and Conditions of Sale and Delivery of DUIF S FLORIST ARTICLES B.V. having its registered office in Aalsmeer, the Netherlands, and principal place of business at Legmeerdijk 281 in (1432 KC) Aalsmeer, registered with the Chamber of Commerce in Amsterdam under no Article 1 Definitions Duif: Buyer: Products: Services: Agreement: Duif s Florist Articles B.V., a private company with limited liability under Dutch law; any natural person or legal entity to whom Duif sells and delivers goods or services and besides these, his/its representatives, authorized persons, successors in title and heirs; all the things supplied or delivered or to be supplied or delivered by Duif in execution of an Agreement and any performance of Services; any work (in whatever form and under whatever name) carried out by Duif for the Buyer, either in connection with the supply or delivery of Products or otherwise; any agreement concluded with the Buyer, any alteration or addition thereto or any further agreement, and all acts or legal acts in preparation and/or execution of that agreement. Article 2 Scope of application 2.1 These terms and conditions of sale and delivery apply to all requests for an offer, orders and/or agreements regarding the sale and delivery of Products and/or the rendering of Services and the performance thereof by Duif. 2.2 Stipulations varying from or additions to these terms and conditions of sale and delivery shall be explicitly agreed on in writing by Duif. Whenever an alteration and/or an addition is agreed upon, this alteration or addition only applies to the agreement in question. 2.3 Duif rejects the applicability of any terms and conditions of purchase or any other conditions employed by the Buyer, unless otherwise agreed upon in writing. 2.4 If one or more stipulations from these terms and conditions of sale and delivery are void or are declared void, the other stipulations will remain in full force. In case of nullity or declaring void, the parties hereto agree that they will hold consultations in order to replace the stipulations which are void and/or have been declared void with new stipulations, observing the purpose and meaning of the stipulations which are void or declared void as near as possible. Article 3 Agreement 3.1 A quotation by Duif does not constitute an offer. 3.2 Duif reserves the right to withdraw an offer within two (2) working days of acceptance thereof. Acceptance of an offer by Duif can only be given by a written notice of an authorized person. 3.3 If, upon acceptance, the offer made by Duif is departed from, Duif will consider this acceptance as an invitation to make a new offer. In that case Duif will make a new offer in writing, to which Articles 3.1. and 3.2 are applicable. 3.4 Moreover, an agreement will not be considered to be concluded until an order has been accepted by Duif, or, on such earlier date that Duif has started to carry out the Buyer s order. 3.5 Duif has the right to refuse orders or assignments without giving reasons or to accept these orders or assignments solely on condition that the delivery is made cash on delivery or after payment in advance. Article 4 Prices, invoicing and payment 4.1 Unless otherwise agreed in writing, prices quoted or agreed apply to delivery EXW Aalsmeer (warehouse Duif) (Incoterms 2010) and are exclusive of packaging and dispatch costs, exclusive of loading and unloading and exclusive of turnover tax. 4.2 The prices quoted by Duif are based on the level applicable on the date of the offer or the contract respectively of wages, labour costs, social insurance costs and

2 charges imposed by the authorities, freight, insurance premiums, raw material prices, materials, auxiliary materials, exchange rates of foreign currencies and of all other costs. In case of an increase of one or more of these factors, Duif is entitled to raise the price quoted for an offer or a contract accordingly. If an order is placed without any prior agreed price, this order will be carried out independently of a delivery made or carried out before, if any, at the current price on the date on which the order is received. 4.3 In the event that levies or special taxes are imposed after the conclusion of the agreement, and in case of changes to these levies or taxes to the extent these were in force when the agreement was concluded, Duif has the right to raise the agreed price accordingly and to invoice this price increase to the Buyer, even when this price increase was foreseeable at the conclusion of the agreement. 4.4 Payment shall be made within thirty (30) days of the date of invoice, unless explicitly otherwise agreed. 4.5 In the event of overdue payment, Duif is entitled to postpone delivery of other Products sold to the Buyer until the date on which the Buyer has fully fulfilled his payment obligations, including payment of the contractual interest due. 4.6 If payment has not been made on the 30 th day of the date of invoice, without any notice the Buyer is in default by operation of law (default de jure), and the Buyer is obliged to pay the statutory commercial interest pursuant to Article 6:119a Dutch Civil Code. 4.7 If the Buyer applies for a moratorium or files a winding-up petition or a petition for bankruptcy has been filed, all outstanding invoices shall be immediately due and payable. 4.8 If the Buyer fails to meet his payment obligation on the firm date, Duif is entitled to refer the debt for collection. The judicial and extrajudicial costs shall be borne by the Buyer. The extrajudicial costs will be calculated on the basis of the collection rates of the Netherlands Bar Association, with a minimum amount of EUR , exclusive of Dutch VAT. Article 5 Delivery and delivery period 5.1 Unless explicitly agreed otherwise in writing, Duif will deliver the Products in accordance with the delivery condition EXW Aalsmeer (warehouse Duif) (Inco terms 2010). 5.2 If Duif is requested by the Buyer to arrange the transport, Duif will only do so on behalf of the Buyer and at the Buyer s risk and expense. Duif excludes any liability for instructions given by Duif in connection with this transport. If the Buyer has not given any specific instructions in respect of the carrier selection, Duif will be completely free to decide thereon. 5.3 The Buyer shall arrange for a goods in transit insurance, which is never included in the transport. 5.4 If, on behalf of the Buyer, Duif performs any customs formalities or similar acts related to the fulfilment of the sale agreement, these acts will be undertaken at the Buyer s risk and expense. 5.5 The Buyer warrants Duif that each time he has the permits required for the import or transit of the goods bought, and in this respect the Buyer indemnifies Duif against any and all claims, taxes or penalties of third parties, including any domestic or foreign authority, or any European body. 5.6 The delivery periods and dates advised by Duif are approximate only and are never firm dates. 5.7 Duif is never in default by the mere expiry of the agreed delivery dates; yet a written notice of default is always required. 5.8 Exceeding a delivery date never gives the Buyer the right to any compensation, to rescission of the agreement or any other action with respect to Duif. This will only be a different matter in case of wilful misconduct or gross negligence on the part of Duif or of its managerial staff, or if the delivery date is exceeded by more than three weeks. In that case the Buyer has the right to terminate the agreement, however without being able to claim any compensation. 5.9 Partial deliveries will be allowed at any time.

3 Article 6 Non-acceptance 6.1 If delivery EXW Aalsmeer (warehouse Duif) (Incoterms 2010) has been agreed upon, the Buyer shall arrange for receipt by a carrier designated by the Buyer or on the Buyer s behalf of the Products bought as soon as possible after the conclusion of the agreement referred to, but in any case within 48 hours. 6.2 If, for any reason beyond Duif s control, the Buyer does not take delivery of the Products supplied by Duif, the Buyer is nevertheless obliged to meet the agreed terms of payment as if he has taken delivery of the Products supplied. 6.3 If the Buyer does not take delivery of the Products supplied by Duif, Duif is entitled to store these Products at a location of its choice at the Buyer s risk and expense. Duif is not obliged to compensate the Buyer for any damage or loss for example, but not exclusively, as a result of deterioration in quality or decrease in weight sustained in connection with the non-acceptance of the Products supplied by Duif. Article 7 Claims 7.1 Upon delivery the Buyer is obliged to examine the Products supplied as regards quantity and externally visible damage. If the Products are placed at carrier s disposal, the Buyer shall have these goods inspected by a person designated by the Buyer. If there is no designated person, the driver taking delivery of the Products on behalf of the Buyer is deemed to inspect the goods on behalf of the Buyer. 7.2 Claims relating to quantity and externally visible damage and/or defects shall be submitted in writing by the Buyer as soon as possible, but in any case within 48 hours of delivery as referred to in Article 5 herein, in the absence thereof the quantities specified on consignment notes, delivery notes, invoices or such documents are considered to be correct and the Products are considered to be delivered without any externally visible damage. If the defects in the quantity supplied amounts to less than 10% of the total, the Buyer is obliged to accept the delivery in full against a pro rata reduction of the purchase price. 7.3 Claims relating to non-visible damage and/or defects at the time of delivery, and other claims shall be submitted in writing to Duif as soon as possible, but in any case within 5 days of delivery as referred to in Article 5 herein or after defects, if any, have been discovered or could reasonably have been discovered by the Buyer, in the absence thereof the Buyer shall be deemed to have approved the delivered goods. 7.4 If the Buyer has any complaints regarding the quality of the delivered Products, he shall have the Products appraised by a sworn expert and give Duif the opportunity to have a loss assessment carried out at the same time. 7.5 Claims which are late or incorrectly submitted to Duif have no legal effect and will release Duif from any liability. 7.6 If it is established that the delivered Products do not meet the agreed specifications, Duif will be allowed to replace these products during a period equal to the original delivery period. The terms of payment as laid down in Article 4 herein remain in full force. Article 8 Liability 8.1 Duif only assumes liability for the damage and/or loss sustained by the Buyer caused by an attributable breach of contract or arising from an unlawful act, if and to the extent this liability is covered by Duif s insurance, to the amount of the insurance payment made by the insurance company. 8.2 If, for any reason, the insurer does not pay out, or if the damage and/or loss is not covered by insurance, liability will in all cases be limited to the invoice amount. 8.3 Any liability for consequential damage and trading loss and/or indirect consequential loss is explicitly excluded. Nor is Duif liable for any damage and/or loss which can be attributed to any acts or omissions on the part of the Buyer or a third party engaged by the Buyer. 8.4 Notwithstanding the preceding paragraphs and without prejudice to the provisions set out in this article, Duif does not accept any liability for exceeding delivery dates, nor for consequential damage and trading loss.

4 8.5 Duif will not be liable if the failure is a result of force majeure as referred to in this article. 8.6 The Buyer is always fully liable towards Duif for the clearance of customs and transit documents such as but not confined to T1 and T2 documents. 8.7 Immediately on request, the Buyer will provide Duif with sufficient security for the consequences of any possible non-clearance of the documents referred to here, such as customs duties and Dutch VAT, fines and interest due. 8.8 The exclusions or limitations of liability included in these terms and conditions do not apply to the extent the damage or loss is the result of wilful misconduct or gross negligence on the part of Duif or its managerial staff. 8.9 The Buyer shall indemnify Duif against any claims made by third parties for whatever reason, related to the things supplied by Duif, in particular by reason of personal injury or death In case of force majeure, referring to a nonattributable failure on the part of Duif to fulfil its obligations, Duif s obligation to deliver will be suspended for the duration of the force majeure situation Force majeure includes, but is not limited to war, war damage, civil war, mobilization, riots, wilful damage, fire, water damage, flooding, industrial action, sit-down strike, lockouts, import and export barriers, government measures, defects to machinery, breakdown of energy supply, late delivery of the Products sold, the necessary raw materials and/or auxiliary materials, all this in Duif s company and at third parties from which Duif must obtain, wholly or in part, the Products and/or the necessary materials or raw materials, and in the event of warehousing or during shipment under one s own management or otherwise, and all other circumstances beyond Duif s control, even if these were already foreseeable at the time the agreement was concluded If the fulfilment of the Agreement has become impossible as a result of the circumstances referred to at 8.11 herein for a period exceeding fourteen (14) days, either party will be entitled to terminate the Agreement by means of an explicit written notice, without court intervention In the event that one of the events mentioned at 8.11 herein arises, Duif will never be liable to pay the Buyer any compensation If, upon occurrence of one of the events mentioned at 8.11 herein, Duif has already partly fulfilled its obligations, or is only able to fulfil part of its obligations, Duif is entitled to invoice the part already delivered or the deliverable part separately, and the Buyer is obliged to pay this invoice as if it were a separate contract. Article 9 Retention of title 9.1 The right of ownership of all Products delivered by Duif is expressly reserved by Duif until payment in full has been made of all its claims including any interest due thereon and costs under agreements for the delivery of goods and the performance of related activities. 9.2 The Buyer is only in the course of its normal conduct of business allowed to dispose of the goods which are subject to the retention of title. In that case, Duif s title ceases to apply when the items in question have been delivered to a third party. 9.3 The Buyer undertakes to make the non-paid things available to Duif on demand and hereby irrevocably authorizes Duif or the person or persons designated by Duif to enter the location where these items are, in order to repossess these things and to store these in warehouses at the option of Duif. 9.4 Duif agrees to transfer the ownership of the aforementioned things to the Buyer in accordance with the provision of 9.1 herein as soon as the Buyer has fulfilled all his obligations. As security for payment of all that the Buyer owes at any point in time, Duif has a right of retention and pledge on all of the Buyer s goods which Duif has or will have in its possession at any point in time, in accordance with the provisions of 9.3 herein.

5 Article 10 Applicable law 10.1 All offers and agreements concluded with Duif, and all obligations deriving therefrom are exclusively governed by Dutch law The applicability of the Uniform Sales Acts and the Vienna Sales Convention is explicitly excluded. Article 11 Jurisdiction 11.1 The competent court within the district of Duif s place of business hears any dispute which may arise between the parties, unless Duif prefers to bring the dispute before the court having jurisdiction in the Buyer s or the Supplier s domicile, and with the exception of those disputes that fall within the jurisdiction of the District Court, Subdistrict Sector The choice of a Dutch court in 11.1 hereinabove does not prejudice Duif s right to apply to the court that would have had jurisdiction in the absence of a choice of forum.