General Conditions of Sale and
Supply - Floww Internatinal
Registered offices in
Rijswijk, the Netherlands
Chamber of Commerce number 27300979
Article 1 - Definitions
1.1 Under "Floww International" in these conditions is taken to mean:
Floww International based in and with registered offices
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 International or the carrying out of other
duties, has entered into an agreement with Floww
1.3 Under "Parties" in these conditions is taken to mean: Floww
International and the Customer.
1.4 Under "Agreement" in these conditions is taken to mean: every
agreement between the Customer and Floww
International for the supply of services and/or goods
by Floww International with respect to the requirements of the Customer.
1.5 Under "Website" in these conditions is taken to
Article 2 - Applicability
2.1 These General Conditions are applicable to all tenders, commissions
and Agreements with Floww International.
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
2.5 With respect to matters that Floww International 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
International and the Customer, should and in as much as
Floww International requests these to
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 precedence.
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
have accepted that section which has been annulled and
2.8 Should Floww International, 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 International
will loose their right to apply strict compliance with the
Conditions in the future for similar or dissimilar
Article 3 - Offers
3.1 All offers made by Floww International, 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
International, 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 International should this have been
expressly stated and committed to paper using these words.
3.4 Should a tender, etc by Floww International 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 lapses.
Article 4 - Agreements
4.1 An agreement between the Parties comes into being at the moment
when Floww International confirms the Customer’s
order by email.
4.2 Agreements with subordinate members of staff (other
intermediaries or temporary assistants) of Floww
International do not bind Floww International to these agreements in as much as these have not been confirmed in writing
by the management of Floww International.
4.3 The written confirmation or email from Floww International is
deemed to state the Agreement fully and
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
International and the Customer or between Floww International and
third parties, in as much as these relate to
Floww International and the Customer, Floww
International is not liable unless there is a question of deliberate intent
or gross negligence on the part of Floww
4.6 Should Floww International 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 International.
4.7 Floww International 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
4.8 Floww International 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 International requests
from the Customer or that is needed within the
framework of the Agreement that has been entered into.
Should the Agreement be dissolved by Floww International for one
of the above stated reasons the Customer will
automatically be liable to recompense Floww
International 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 International for the
preparations made or execution of those duties
carried out as well as all damages incurred by Floww International. In
as much as Floww International (on the basis of one
of the aforementioned
grounds) should dissolve an agreement that has been entered into
by the Parties, Floww International 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 with
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 International is
non-transferable without prior written permission of Floww
Article 5 - Delivery and delivery
5.1 The delivery deadlines
stated by Floww International are, as far as possible, based on the circumstances prevailing at the time of the signing of
the Agreement. They are neither binding nor
5.2 Exceeding the delivery deadlines that Floww International has
agreed with the Customer does not give cause for the
Agreement to be dissolved unless Floww International
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 International offers these. Should
the Customer not comply with the aforementioned
obligation Floww International can, irrespective of their entitlement to enforce compliance, dissolve the Agreement.
5.4 The goods sold by Floww International will be delivered from
the storage depot of Floww International. 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 with consumers.
Article 6 - Prices
6.1 The agreed upon prices are exclusive of VAT unless expressly
6.2 Floww International 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 International, 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 International.
Article 7 - Payment
7.1 Unless indicted otherwise in writing by Floww International, payment is
to be made in advance.
7.2 Payment should take place, should Floww International not
indicate otherwise, by payment into the bank account
stated by Floww International.
7.3 Payment is to be made in Euros unless stated
7.4 Floww International 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
7.6 The Customer is, without formal notice having been served, in
default purely y missing the due date of payment.
Should Floww International, in all reasonableness, have
reason to doubt that the Customer will strictly comply with their obligations the demands of Floww International 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 incurred.
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 International will be
charged to the Customer.
7.9 Should the Customer be in default with any payment, Floww
International can suspend performing their duties,
whilst without recourse to law they may dissolve the
Article 8 - Additions and
agreements or amendments to the Agreement are only binding for Floww International
when these have been confirmed in writing or by
8.2 Additional agreements, amendments or external circumstances
over which Floww International has no influence, can
result in an extension to the planned time scale.
8.3 Extra work and costs on the part of Floww International as a
consequence of additional agreements or amendments or
external circumstances over which Floww International has
no influence may be passed onto the Customer.
Article 9 - Customer details
9.1 The details of the Customer will be stored in the files of Floww
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 International.
Such a request can be submitted by email, via the
email address: firstname.lastname@example.org
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 International permission to request the personal
details of the Customer from the population
9.4 The personal details supplied to Floww International 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
International, the collection of
outstanding demands, to counter fraud and to meet legal
Article 10 - Reservation of
International 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
International 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 International, is collateral for these
demands, which Floww International may apply for
whatever reason with respect to the Customer (retaining the non-possessory right of pledge).
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 International.
The Customer will insure the property against all normal risks for the duration of the reservation of ownership. The Customer
does hereby empower Floww International on behalf of
the Customer to pledge all their claims that arise
from the insurer from the above stated insurance in favour of Floww International under the terms of Article 3:239 of the
Dutch Civil Code in order to ensure the greater
security of the demands of Floww International with
respect to the Customer. Should the Customer fall short with respect to their obligations for payment to Floww International or Floww
International have good grounds to be concerned that they
will fall short with regard to their obligations,
Floww International 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
Article 11 - Services
11.1 In the case of the delivery of services the following additional
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 termed;
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
e. It is not permitted for the Customer to sell advice to third
Parties or to transfer such advice, unless Floww
International 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 use;
g. Floww International expressly reserves the right to withhold
advice from a Customer when such actions would
contravene the preceding statements.
Article 12 - Complaints
12.1 The Customer will immediately check the delivered item on delivery
to ascertain whether it differs from that which has
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 International, if this does
not take place then the Customer is deemed to have
irrevocably and unconditionally accepted the
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 International, 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 International is only obliged to acknowledge
complaints submitted should the Customer have met all
their contractual obligations, of whatever nature,
with respect to Floww International. 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
International 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 International 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 International.
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 International 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
Article 13 - Returns
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
13.2 Costs for returning items are to be borne by the
13.3 The costs and risks involved in returning items are to be
borne by the Customer.
13.4 Floww International 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 advance.
13.5 Should Floww International 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 International 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 International 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 International 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
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 International.
14.3 Without prejudice to that which is stipulated elsewhere in
these General Conditions, Floww International 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 International.
14.4 Floww International is not liable should the Customer not
promptly ascertain or could have ascertained any
damage within 5 days and reported this in writing to
14.5 Floww International 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
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 related right.
14.7 Floww International gives no guarantee that any physical or
mental complaints will be diminished or disappear by
making us of Floww products.
Article 15 - Indemnity
15.1 The Customer will entirely indemnify Floww International against all
forms of liability which third parties may bring
against Floww International with respect to goods or
services provided by Floww International, in as much as the
liability does not rest on these conditions for
Article 16 - Force majeure
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
International can in all reasonableness not (no longer) be expected by
16.2 Under force majeure of Floww International is to be taken to
mean: strikes, above average sick leave of staff at
Floww International, fire, sabotage, government
intervention, computer and telephone break downs at Floww
International, unusual increases in prices, problems
with suppliers, transport
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
Company or the Customer, due to which Floww International cannot
(no longer) meet their obligations (in a timely
manner) with respect to the Customer.
16.3 Should a force majeure situation occur, Floww International
can suspend the execution of the Agreement or
definitively dissolve the Agreement; the Customer may
also do this after Floww International 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 International is not liable to make
reimbursement for damages.
16.4 Floww International can demand payment for duties carried
out for the Agreement in question prior to the
circumstances which result in force majeure
16.5 Floww International 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 law.
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
18.3 All disputes which may arise between the Parties will, where
so required, at the (free) choice of Floww
International, 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.