Allgemeinen Verkaufs-und Lieferbedingungen -
General Conditions of Sale and Supply - The Floww
Registered offices in Rijswijk, the Netherlands
Chamber of Commerce number 27300979
Article 1 -
1.1 Under "Floww Company" in these
conditions is taken to mean: The Floww Company based in and with
registered offices in Rijswijk
1.2 Under "Customer" in these conditions is taken to mean: the natural
person, legal person or (cooperative) undertaking which, with regard
to the supply of services and/or goods by Floww Company or the
carrying out of other duties, has entered into an agreement with
1.3 Under "Parties" in these conditions is taken to mean: Floww Company
and the Customer.
1.4 Under "Agreement" in these conditions is taken to mean: every
agreement between the Customer and Floww Company for the supply of
services and/or goods by Floww Company with respect to the
requirements of the Customer.
1.5 Under "Website" in these conditions is taken to mean: www.floww.com
Article 2 -
2.1 These General Conditions are
applicable to all tenders, commissions and Agreements with Floww
2.2 Notification of these General Conditions can take place in the
following ways: on the (reverse) of headed paper, by tender,
confirmation of order, e-mail, invoice and on the Website.
2.3 Agreements that deviate from or are in addition to these General
Conditions are only binding if they have been agreed upon in writing
or by email and only apply on a one-off basis.
2.4 The applicability of any General Conditions made use of by the Customer
are hereby expressly rejected.
2.5 With respect to matters that Floww Company is involved in through
third Parties with regard to the applicable (contract and/or
guarantee) stipulations for transactions, these are also applicable
to the Agreement between Floww Company and the Customer, should and
in as much as Floww Company requests these to apply.
2.6 In the case where these General Conditions are drawn up in a language
other than Dutch, in any disputes the Dutch text will always take
2.7 Any annulment or voiding of one of the stipulations of the Agreement
and/or these General Conditions allows the validity of the remaining
part of the Agreement and/or these General conditions to remain in
force. In place of the annulled or voided section the stipulation
applies that is closest to the legally permissible alternative which
would have been applicable should the Parties
have accepted that section which has been annulled and voided.
2.8 Should Floww Company, in such a case occurring, elect not to apply
strict compliance with the General Conditions, this does not as a
consequence mean that these General Conditions will not be applicable
or that Floww Company will loose their right to apply strict
compliance with the General
Conditions in the future for similar or dissimilar cases.
Article 3 -
3.1 All offers made by Floww Company, whether
carried out on the Website or not, can be retracted, this also
applies should a notice period for acceptance have been
3.2 All offers, pricing, cost assessments, etc of Floww Company, whether
given verbally, in writing, over the telephone, by fax, through the
internet, by email or in another way are given entirely without
obligation and can therefore be retracted even after the Customer has
accepted the offer.
3.3 All information and/or specifications supplied for an offer or tender, etc
are always estimates and are only binding for Floww Company should
this have been expressly stated and committed to paper using these
3.4 Should a tender, etc by Floww Company not be confirmed in the form of
a written unconditional acceptance within 30 days of being issued or
after an otherwise stated period, this offer automatically
Article 4 -
4.1 An agreement between the Parties comes
into being at the moment when Floww Company confirms the Customer’s
order by email.
4.2 Agreements with subordinate members of staff (other intermediaries
or temporary assistants) of Floww Company do not bind Floww Company
to these agreements in as much as these have not been confirmed in
writing by the management of Floww Company.
4.3 The written confirmation or email from Floww Company is deemed to
state the Agreement fully and accurately.
4.4 Should an agreement be brought about by making use of electronic forms
of communication, the absence of an original signature does not in
any way diminish the binding power of the Agreement.
4.5 In the case of misunderstandings, delays or the incomplete transfer of data
or messages as a result of the use of any method of communication
between Floww Company and the Customer or between Floww Company and
third parties, in as much as these relate to Floww Company and the
Customer, Floww Company is not liable unless there is a question of
deliberate intent or gross negligence on the part of Floww
4.6 Should Floww Company enter into an agreement with two or more
persons or legal persons, then each of these (legal) persons are the
main person responsible for compliance with the obligations which are
a consequence of this agreement with respect to Floww
4.7 Floww Company retains the right to call in third Parties to carry out
the Agreement made with the Customer should this, in all
reasonableness, be required. All costs and risks associated with this
are to be borne by the Customer.
4.8 Floww Company retains the right to partially or fully dissolve the
Agreement that has been entered into without recourse to legal
measures, should the Customer request (provisional) suspension of
payment, should bankruptcy procedures be instigated against the
Customer, should the commissioned job, in all reasonableness, not (no
longer) be able to be completed, should the
Customer die, or should the Customer be remiss in the provision
of information which Floww Company requests from the Customer or that
is needed within the framework of the Agreement that has been entered
Should the Agreement be dissolved by Floww Company for one of the
above stated reasons the Customer will automatically be liable to
recompense Floww Company for internal costs incurred and loss of
profit amounting to 25% of the agreed reimbursement with a minimum
charge applicable of
500.00 Euros. Furthermore the Customer will reimburse all other
costs incurred by Floww Company for the preparations made or
execution of those duties carried out as well as all damages incurred
by Floww Company. In as much as Floww Company (on the basis of one of
grounds) should dissolve an agreement that has been entered into by
the Parties, Floww Company is under no obligation to make any payment
by way of recompense to the Customer for whatever cause whatsoever.
That which is stated in this section does not apply to agreements
4.9 The right of the Customer with respect to the execution of the
Agreement which is a consequence of the Agreement of the Customer
with Floww Company is non-transferable without prior written
permission of Floww Company.
Article 5 - Delivery and delivery
5.1 The delivery deadlines stated by Floww
Company are, as far as possible, based on the circumstances
prevailing at the time of the signing of the Agreement. They are
neither binding nor final.
5.2 Exceeding the delivery deadlines that Floww Company has agreed with
the Customer does not give cause for the Agreement to be dissolved
unless Floww Company is in default for more than 30 days.
5.3 The Customer will take receipt of the goods and/or services as soon
as Floww Company offers these. Should the Customer not comply with
the aforementioned obligation Floww Company can, irrespective of
their entitlement to enforce compliance, dissolve the
5.4 The goods sold by Floww Company will be delivered from the storage
depot of Floww Company. The risk for the goods is transferred to the
Customer immediately the goods leave the storage depot or as soon as
the goods have been separated off for the Customer and a message has
been sent that the sold goods are ready for delivery. The risk of
transportation is borne by the
Customer. That stipulated in this section does not apply to agreements
Article 6 -
6.1 The agreed upon prices are exclusive of VAT
unless expressly indicated otherwise.
6.2 Floww Company retains the right to pass on to the Customer after the date
of tender or confirmation of order any changes that determine the
cost price and over which Floww Company, in all reasonableness, can
exercise no control, such as increases or rises in cost prices,
excise duties, social levies, insurance premiums, toll rates,
dispatch/transportation costs or turnover taxation, even should a set
price have been agreed upon. That stipulated in this section does
not apply to agreements with consumers.
6.3 Any transportation costs, forwarding costs, costs of insurance and all
other costs incurred for supply will be expressly confirmed in
writing by Floww Company.
Article 7 -
7.1 Unless indicted otherwise in writing by
Floww Company, payment is to be made in advance.
7.2 Payment should take place, should Floww Company not indicate
otherwise, by payment into the bank account stated by Floww
7.3 Payment is to be made in Euros unless stated otherwise.
7.4 Floww Company may in the future extend the options available for
payment. New methods of payment and the conditions associated with
them will be made known through the Website.
7.5 Payments by the Customer will, in all cases, first be used to meet any
interest charged for delayed payment and (extra) judicial collection
costs and will then be used to reduce the oldest outstanding demand,
even should the Customer state that the payment concerns a later
demand or another charge.
7.6 The Customer is, without formal notice having been served, in default
purely y missing the due date of payment. Should Floww Company, in
all reasonableness, have reason to doubt that the Customer will strictly
comply with their obligations the demands of Floww Company are
immediately due or collection, irrespective of any payment terms that
have been agreed upon.
7.7 During the period the Customer is in default the outstanding demands for
payment will incur interest for delayed payment of 1.5% per month or
part hereof. At the end of every year the amount on which the delayed
payment interest applies will be added to the annual interest
7.8 Extrajudicial expenses and legal costs incurred for collection activities in
addition to the principle amount, the delayed payment interest, those
actual costs incurred for collection and process costs by Floww
Company will be charged to the Customer.
7.9 Should the Customer be in default with any payment, Floww Company can
suspend performing their duties, whilst without recourse to law they
may dissolve the Agreement.
Article 8 - Additions and
8.1 Additional agreements or amendments to
the Agreement are only binding for Floww Company when these have been
confirmed in writing or by email.
8.2 Additional agreements, amendments or external circumstances over which
Floww Company has no influence, can result in an extension to the planned
8.3 Extra work and costs on the part of Floww Company as a consequence of
additional agreements or amendments or external circumstances over
which Floww Company has no influence may be passed onto the
Article 9 - Customer
9.1 The details of the Customer will be stored
in the files of Floww Company.
These details will be used in order to carry out the order of the
9.2 The Customer may at all times have access to their details that are stored
in the files of Floww Company. Such a request can be submitted by
email, via the email address:
The Customer is entitled to ask for changes to be made to the details
should these details not be correct.
9.3 By placing an order the Customer has at the same time given
Floww Company permission to request the personal details of the
Customer from the population register.
9.4 The personal details supplied to Floww Company will be used for
the assessment, signing of and implementation of an order or in order
to manage the client relationship which develops from this, inclusive
of any marketing activities which are organised by Floww Company, the
outstanding demands, to counter fraud and to meet legal obligations.
Article 10 - Reservation of
10.1 Floww Company retains entitlement to all
property supplied to the Customer until the purchase price, including
future fees, for all property has been paid in full. At the same time
the rights are retained for the demands that Floww Company may have
with respect to the Customer due to shortcomings of the Customer in
one or more of their other obligations with respect to Floww
Company. So long as the property has not been transferred to the
Customer, the Customer may not make use of, expend, sell, pledge or
grant rights to a third party. Property that has been delivered and
through payment has become the property of the Customer and other
property that is in the hands of Floww Company, is collateral for
these demands, which Floww Company may apply for whatever reason with
respect to the Customer (retaining the non-possessory right of
10.2 The Customer will take proper care of property delivered under
the reservation of ownership and will recognise it as remaining the
property of Floww Company. The Customer will insure the property
against all normal risks for the duration of the reservation of
ownership. The Customer does hereby empower Floww Company on behalf
of the Customer to pledge all their claims that arise from the
insurer from the above stated insurance in favour of Floww Company
under the terms of Article 3:239 of the Dutch Civil Code in order to
ensure the greater security of the demands of Floww Company with
respect to the Customer. Should the Customer fall short with respect
to their obligations for payment to Floww Company or Floww Company
have good grounds to be concerned that they will fall short with regard to their obligations, Floww Company may at any point in time
repossess the property under the reservation of ownership clause.
After repossession the Customer will be credited with the market
value (on the basis of the cost price), which in no case will be
greater than the original purchase price, with deductions being
applied for any repossession costs.
Article 11 -
11.1 In the case of the delivery of services
the following additional conditions apply:
a. Advice is only supplied at the request of the Customer and is entirely
at the Customer’s risk;
b. Advice is provided to the best of our knowledge but does not involve
a guarantee howsoever this may be
c. Advice is not intended and is not recommended as
replacing professional medical advice;
d. It is not permitted for the Customer to make use of advice given to
them for purposes that contravene the law, good morals, public order,
the Agreement and these General Conditions;
e. It is not permitted for the Customer to sell advice to third Parties or
to transfer such advice, unless Floww Company has expressly
granted written permission for this;
f. It is not permitted for the Customer to copy details of the advice or
to otherwise reproduce such advice other than for their own
g. Floww Company expressly reserves the right to withhold advice from
a Customer when such actions would contravene the preceding
Article 12 -
12.1 The Customer will immediately check the
delivered item on delivery to ascertain whether it differs from
that which has been agreed.
12.2 Any complaints must be reported with precise and detailed noting of the
facts concerning the complaint and must be instigated no later than 7
days after the actual delivery, being submitted by fax to Floww
Company, if this does not take place then the Customer is deemed to
have irrevocably and unconditionally accepted the delivery/service
12.3 All rights of complaint lapse immediately the Customer should make use
of the delivered item for a purpose other than that, from objective
criteria, it is intended for or for another purpose that Floww
Company, in all reasonableness, could not have envisaged it being
12.4 Complaints are not permitted with respect to the usual or slight variations
in colour, qualities, composition, thickness, quantity, etc in this
sector of trade.
12.5 Floww Company is only obliged to acknowledge complaints
submitted should the Customer have met all their contractual
obligations, of whatever nature, with respect to Floww Company. The
Customer cannot suspend their obligations or offset these obligations
in connection with a complaint
submitted by them.
12.6 Should the complaints of the Customer, taking into account that
stipulated above, be grounded, Floww Company will, after discussions
with the Customer, ensure that an item or service of a similar or
comparable nature will be re-provided within a reasonable period of
time. The Customer will retain in good order for a period of
time for subsequent checking or pass on to Floww Company such items
or parts or in the case of services such items provided. Full or
partial dissolution of the Agreement by the Customer is only possible
with the cooperation of Floww Company.
12.7 Should the complaints of the Customer, taking into account that
stipulated above, be grounded, but the re-supply of the goods or
services not be possible within a reasonable period of time, Floww
Company is entitled to provide the goods or service that is the
closest possible match or to apply a reasonable price reduction. Full
or partial dissolution of the Agreement by the Customer is only
possible with the cooperation of Floww Company.
Article 13 -
13.1 The Customer has the right to return those
items delivered within seven working days of having actually
received them without having to provide a reason and without
the Customer having to pay a penalty. In this case the Customer
is to return the goods in an undamaged and unused state in the way described on the Website. In such a case the Customer is entitled to a
reimbursement of the costs they have incurred to return the
item. Reimbursement of the amount paid will take place as quickly as
possible and in any case within thirty days of the item having been
returned. That which is stipulated in this section is only applicable
to agreements with consumers.
13.2 Costs for returning items are to be borne by the Customer.
13.3 The costs and risks involved in returning items are to be borne by
13.4 Floww Company is entitled to reject returns that are sent too late
and/or would appear to have been returned without proper grounds as
well as those for which postage has not been paid for in
13.5 Should Floww Company store the goods that have been returned late
or otherwise keep these in their possession then this is at the risk
and expense of the Customer. These measures can at no time bee seen
as approval or acceptance with respect to the returned
Article 14 - Liability and
14.1 In the case of shortcomings occurring within
the legal relationship to which these General Conditions apply, Floww
Company is, with the exception of their deliberate intent or gross
negligence, not liable for any damage due to interruption to
business, damage to property, personal injury or any other damage of
whatever nature either directly or indirectly which may occur with
regard to the Customer or third Parties. Floww Company is at most obliged
to replace the goods or service, and should it not be possible in
all reasonableness to make replacement a reasonable price reduction
should be applied.
14.2 Any liability of Floww Company is limited to damages that are the
possible consequence of reimbursement as is compulsorily provided for
and with a maximum amount being, where necessary, that amount due
under the liability insurance taken out, with the addition of the
amount of the policy excess that, under the conditions of the policy,
is not borne by the insurance provider.
Should, for whatever reason, no payment be made due to the
above mentioned insurance, all liability is limited to the goods in
question or in such cases the net invoiced amount as billed by Floww
14.3 Without prejudice to that which is stipulated elsewhere in these
General Conditions, Floww Company does at no point have any further
liability for goods or services involving third Parties other than in
as much as these third Parties may offer legal redress with respect
to Floww Company.
14.4 Floww Company is not liable should the Customer not promptly ascertain
or could have ascertained any damage within 5 days and reported this
in writing to Floww Company.
14.5 Floww Company stipulates all legal and contractual means of defence
that they have recourse to in order to defend their own liability
with regard to the Customer, this equally applies with respect to
their subordinates and non subordinates for whose behaviour they
would be responsible for as a consequence of the law.
14.6 Without prejudice to that which is stipulated elsewhere in these
General Conditions, any (legal) actions should be brought to court no
later than 1 year after the date of delivery, on pain of loss of the
14.7 Floww Company gives no guarantee that any physical or mental
complaints will be diminished or disappear by making us of Floww
Article 15 -
15.1 The Customer will entirely indemnify
Floww Company against all forms of liability which third
parties may bring against Floww Company with respect to goods
or services provided by Floww Company, in as much as the liability does not rest on these conditions for Floww Company.
Article 16 - Force
16.1 Under force majeure (“non-accountable
shortcoming”) is to be understood in this case as meaning: All
circumstances beyond the power of the Parties, any unforeseen
circumstances due to which compliance with the Agreement by Floww Company can in all reasonableness not (no longer) be expected by
16.2 Under force majeure of Floww Company is to be taken to mean:
strikes, above average sick leave of staff at Floww Company, fire,
sabotage, government intervention, computer and telephone break downs
at Floww Company, unusual increases in prices, problems with
agents and unintentional breakdowns or hindrances due to which
the execution of the Agreement becomes more costly and/or is more
difficult to carry out, such as storm damage and/or other natural
disasters, as well as non-fulfilment ("accountable shortcoming") by
temporary staff of Floww
Company or the Customer, due to which Floww Company cannot
(no longer) meet their obligations (in a timely manner) with respect
to the Customer.
16.3 Should a force majeure situation occur, Floww Company can suspend
the execution of the Agreement or definitively dissolve the
Agreement; the Customer may also do this after Floww Company has
first been in default of meeting their obligations for a period of 30
days. When the Agreement is dissolved due to force majeure Floww
Company is not liable to make
reimbursement for damages.
16.4 Floww Company can demand payment for duties carried out for
the Agreement in question prior to the circumstances which result in
force majeure occurring.
16.5 Floww Company can also call upon force majeure should the
circumstance that causes the force majeure occur after their duties
should have been carried out.
Article 17 - Export
17.1 Deliveries will take place exclusively in the Netherlands.
17.2 The Customer will comply with all (Export) laws. The Customer will
(1) export no Products to any country that would be in contravention
with any export law, and (2) will not export any Products to
countries for which an export licence is required or another form of
government approval is required without the Customer first obtaining
all the necessary licences or approval.
The Customer guarantees they are not located in, not under the control of,
do not possess the nationality of or are not an inhabitant of any
country for which the export of Products is prohibited by an export
Article 18 - Judicial proceedings, applicable law and
18.1 All legal relationships between the Parties are
subject exclusively to Dutch law.
18.2 The conditions of the Vienna Sales Convention are not applicable, nor
are any other existing or future regulations in the matter of the
sale of moveable tangible goods for which their operation can be
excluded by the Parties.
18.3 All disputes which may arise between the Parties will, where so required,
at the (free) choice of Floww Company, exclusively be determined by
the Court of Rotterdam, in as much as the disputes fall under the
competence of the (Summary Trial Judge) of a court ruling in the
matter of civil cases.