General terms and conditions

Article 1. Definitions
1. Pot & Vaas: the private company with limited liability Pot & Vaas B.V. (KvK 81387717).
2. The Customer: the (intended) contracting party of Pot & Vaas.
3. Agreement: the agreement concluded between Pot & Vaas and The Customer.
4. Conditions: the present terms and conditions.

Article 2. Conclusion of the Agreement
1. An Agreement is concluded when The Customer has accepted an offer from Pot & Vaas in writing (or by e-mail).
2. Changes/additions to the Agreement can only be agreed in writing. Pot & Vaas reserves the right to amend these Conditions unilaterally.
3. If provisions in an offer or confirmation of the Agreement conflict with provisions in the Conditions, the former shall prevail.
4. The Customer cannot derive any rights from information in offers, folders, advertising materials or from Pot & Vaas's website.

Article 3. Obligations of Pot & Vaas
1. Pot & Vaas delivers, if no specific standards or regulations have been agreed, in accordance with what Pot & Vaas might reasonably assume.
2. The goods offered by Pot & Vaas may differ slightly from any samples, models or images made available or provided to The Customer by Pot & Vaas.
3. Pot & Vaas offers The Customer no guarantees with regard to the quality or (special) properties of the goods unless expressly agreed in writing. The Customer can only invoke such guarantees if it has itself fulfilled all its (payment) obligations towards Pot & Vaas.
4. Deadlines applicable to Pot & Vaas are not fatal, unless the parties have expressly agreed otherwise in writing in the Agreement. An agreed Pot & Vaas deadline only commences after the Agreement has been concluded and all information necessary for the performance of the Agreement is in Pot & Vaas's possession. An agreed Pot & Vaas term is extended by at least the number of days which have elapsed between the moment of conclusion of the Agreement and the moment when all data necessary for the performance of the Agreement have come into Pot & Vaas' possession.
5. For an order size above € 1,500 excluding VAT in the Netherlands, Pot & Vaas will bear the transport costs. This only applies to loose goods and not to custom-made products such as flower arrangements, etc.
6. The amounts for transport costs are indexed annually.
7. The transport costs amount to per 01/01/2025:
a. Pallet price: €80.00 excl. VAT. Excluding goods larger than 200cm price: €90.00 excl. VAT.
b. Free delivery within the Netherlands (loose goods): €1,500,- excl. VAT.
c. Delivery to the door is on request.
d. Placing goods on location (projects): € 0.60 excl. VAT per kilometre, € 55 excl. VAT per hour of transport, € 55 excl. VAT per person/per hour on location (unpacking, styling, returning packing material).

Article 4. Obligations of the Customer
1. At Pot & Vaas' first request and on its own initiative, the Customer is obliged to share with Pot & Vaas all information necessary to perform the Agreement.
2. Unless otherwise agreed, prices are exclusive of VAT, transport, placement costs and packaging.
3. The minimum order size is € 250 excluding VAT.
4. Price increases resulting from additions and/or changes to the Agreement and/or the specifications of the goods to be delivered carried out at the Customer's oral or written request are entirely at the Customer's expense.
5. All costs resulting from circumstances which Pot & Vaas could not reasonably have taken into account when concluding the Agreement are payable by the Customer.
6. All payments by The Customer to Pot & Vaas must be made to a bank account number designated by Pot & Vaas, without set-off, in euros and no later than thirty (30) days after the invoice date. This concerns a 'term fixed for payment' within the meaning of Art. 6:83 sub a of the Dutch Civil Code.
If indicated by Pot & Vaas, the Customer is entitled and obliged (also) to pay in a manner other than in cash, for example - but not limited to - by transfer of goods (in-payment).
7. If payment is not made on time, The Customer shall be in default by operation of law with at least the following consequences:
a. The Customer shall owe interest of 1.5% per month on the outstanding invoice(s);
b. The Customer shall owe extrajudicial collection costs of 15% of the outstanding invoice/invoices with a minimum of € 250;
c. If Pot & Vaas takes the Customer to court in respect of its payment obligations, the Customer will also owe, in addition to the foregoing paragraphs, the actual costs incurred by Pot & Vaas in this respect (such as lawyer's fees, bailiff's fees, court registry fees etc.).
8. Payments made by the Customer shall first be applied to reduce all costs and interest due and then to pay the longest outstanding invoices, even if the Customer states that the payment relates to (a) later invoice(s).

Article 5. Quality and complaints
1. Immediately on delivery (in any case within seven (7) days of receipt), the Customer must check the delivered goods for quantities, quality, visible damage, properties or defects and report this in writing or by e-mail to Pot & Vaas, stating the order and/or invoice number and sending (a copy of) the waybill and accompanied by photographs. Failing this, the goods are deemed to comply with the Agreement.
2. The Customer must claim a defect in the performance of Pot & Vaas within fourteen (14) days of the work being carried out and (in any event) within fourteen (14) days of receiving the invoice. Failing this, the work is deemed to comply with the Agreement.
3. The Customer can no longer invoke defects other than those referred to in the previous paragraph if it has not complained in writing to Pot & Vaas within seven (7) days of discovering the defect or it should reasonably have discovered it.
4. If The Customer processes or has processed all or part of the goods, The Customer has approved the goods. In that case, Pot & Vaas's liability has lapsed.

Article 6. Delivery
1. Unless otherwise agreed, delivery of goods takes place ex works of a (Dutch) branch of Pot & Vaas.
2. The risk for the goods transfers to The Customer at the time of delivery.
3. Pot & Vaas may deliver the goods in partial batches (partial deliveries).
4. The Customer is obliged to take delivery of the goods.
5. In the event of delivery ex Pot & Vaas, the obligation to purchase commences when Pot & Vaas notifies the Customer that the goods are ready for collection, whereupon the Customer must collect the goods within a period of fourteen (14) days at the latest.
6. In the event of delivery by means of delivery to the address of the Customer, the goods must be accepted when Pot & Vaas offers the goods to that address. If no delivery address has been expressly agreed in writing, Pot & Vaas may deliver the goods to the address of the Customer known to Pot & Vaas or as it appears from the trade register.
7. If The Customer does not take delivery of the goods, or does not take delivery on time, The Customer will be in default without further notice of default. Pot & Vaas is then entitled to store the goods for the account and risk of The Customer or to sell them to a third party at any price Pot & Vaas considers reasonable under the circumstances. The Customer remains liable for the full purchase price and delivery costs, without prejudice to the provisions elsewhere in the Conditions. If Pot & Vaas still sells the goods to a third party, Pot & Vaas may decide to reduce the amount owed by the Customer by the net proceeds of the sale to that third party.

Article 7. Reservation of title
1. Delivery takes place under extended retention of title. All goods delivered by Pot & Vaas remain the property of Pot & Vaas until the Customer has met all its payment obligations pursuant to all agreements concluded between the parties (including obligations to pay interest or (collection) costs) or otherwise vis-à-vis Pot & Vaas. As long as The Customer has not met its payment obligations, The Customer undertakes to Pot & Vaas to treat the delivered goods with due care, to keep them insured and not to pledge, process, transfer or hand them over to third parties. Failure to comply with this obligation renders the entire purchase price involved in the Agreement immediately due and payable.
2. If the Customer fails to fulfil its obligations to Pot & Vaas, Pot & Vaas is entitled to immediately take back the goods of which ownership has been reserved. Insofar as necessary, the Customer shall upon first request grant Pot & Vaas immediate access to buildings and/or premises, which the Customer owns or manages, so that Pot & Vaas can reclaim its property.
3. Payments made by the Customer shall first and foremost be allocated as far as possible to claims of Pot & Vaas which are not subject to retention of title.

Article 8. Force majeure
1. If Pot & Vaas cannot fulfil its obligations to the Customer due to a non-attributable failure, this is a situation of force majeure. A situation of force majeure is understood to include, apart from what is understood in this respect in the law and case law, all external causes, foreseen or unforeseen, over which Pot & Vaas cannot exercise any influence, as a result of which fulfilment of its obligations to the Customer is wholly or partly prevented or as a result of which fulfilment of its obligations cannot reasonably be required of Pot & Vaas, regardless of whether that circumstance could have been foreseen at the time the Agreement was concluded. Such circumstances include: strike, lock-out, fire, machinery breakdown, stagnation or other problems in production by Pot & Vaas' suppliers and/or measures by any government body (such as recall actions), as well as the absence of any government permit.
2. In the event of a force majeure situation:
a. The Customer is not entitled to dissolve the Agreement and;
b. fulfilment of Pot & Vaas' obligations is suspended for the duration of the force majeure situation and;
c. The Customer is not entitled to any (loss) compensation, not even if Pot & Vaas might have any advantage as a result of the force majeure.
3. If any situation of force majeure has lasted for 2 (two) months, Pot & Vaas shall be entitled to dissolve the Agreement in writing in full or in part.

Article 9. Industrial and intellectual property
1. Unless expressly agreed otherwise in writing, Pot & Vaas retains the copyright, patent rights and all other industrial and/or intellectual property rights to the goods it has sold, offers made, designs, images, drawings, (test) models, recipes, software etc. provided.
2. Unless expressly agreed otherwise in writing, the rights to the data referred to in this article remain the property of Pot & Vaas irrespective of whether costs have been charged to The Customer for their manufacture.
3. All information, oral or written, provided by Pot & Vaas to The Customer remains the property of Pot & Vaas and may only be used by The Customer for the purpose for which it was provided.
4. The Customer shall not provide Pot & Vaas's information to third parties, in any manner whatsoever, except to the extent reasonably necessary in connection with the proper performance of the Agreement and then only after and to the extent that a duty of confidentiality has been agreed.

Article 10. Liability of the Customer
1. The Customer is responsible for the information provided by or on its behalf, such as prescribed constructions, materials and working methods or orders, directions and instructions given.
2. The Customer is liable for all damage resulting from errors in the information provided by it as aforementioned or defects in items, building materials, materials or auxiliary materials made available by it or prescribed by it.
3. The Customer indemnifies Pot & Vaas against third-party claims for damage as referred to above.
4. The consequences of compliance (by Pot & Vaas or third parties) with statutory regulations or government decisions are for the account of the Customer, regardless of whether the cause/necessity of such compliance is attributable to the Customer, Pot & Vaas or a third party. Pot & Vaas shall not be liable to The Customer for any loss as a result of compliance as aforementioned and The Customer shall be obliged at Pot & Vaas's first request to cooperate in compliance as aforementioned and to reimburse all damage and costs suffered by Pot & Vaas as a result of compliance as aforementioned.
5. The Customer shall be liable for damage resulting from work or deliveries carried out by it or on its behalf by third parties.

Article 11. Liability of Pot & Vaas
1. The cumulative liability (or cumulative liabilities), based on any legal basis or legal grounds whatsoever, cannot (cannot) result in Pot & Vaas having to pay an amount of money to the Customer which is higher than the invoice amount actually paid by the Customer to Pot & Vaas for the relevant month in which Pot & Vaas is held liable, excluding shipping costs, but is in any event limited to the amount for which Pot & Vaas is insured and its insurance actually pays out. Pot & Vaas's total liability is limited to this.
2. Pot & Vaas is not liable for any indirect loss incurred by The Customer or a third party in connection with (the performance of) an Agreement, a good or service supplied by Pot & Vaas, including consequential loss, immaterial loss, business or environmental damage.
3. The exclusion of liability in this article does not apply if damage is caused by intent or gross negligence on the part of Pot & Vaas or its managerial staff.
4. Unless the damage was caused by intent or gross negligence on the part of Pot & Vaas or its executive staff, the Customer shall indemnify Pot & Vaas against all claims by third parties, directly or indirectly related to (the use of) the goods, and the Customer shall reimburse all loss suffered by Pot & Vaas, including (legal) advisor costs, as a result of such claims.
5. The Customer can only invoke the obligations arising from this article if it has itself fulfilled all its obligations vis-à-vis Pot & Vaas.
6. Any right of claim of whatever nature of The Customer against Pot & Vaas lapses at the latest one year after delivery of the goods sold to The Customer or performance of the Agreement.

Article 12. Suspension, set-off and termination
1. The Customer is not entitled to suspend or set off its obligations.
2. In the following cases, The Customer is legally in default and Pot & Vaas is entitled to terminate the Agreement in full or in part - without any notice of default or judicial intervention being required - out of court:
a. if The Customer files for bankruptcy or (provisional) suspension of payment, or is declared bankrupt, (provisional) suspension of payment is granted, or The Customer is placed under administration, management or guardianship by virtue of statutory provision;
b. if The Customer transfers, liquidates, shuts down or discontinues (parts of) its enterprise or at least its activities in full or in part;
c. if a prejudgment attachment or attachment under execution is levied on the Customer;
d. if Pot & Vaas has good reason to fear that The Customer will fail to fulfil its obligations.
3. In the event of dissolution by Pot & Vaas pursuant to the preceding paragraph, the Customer owes Pot & Vaas by operation of law a penalty of 25% of the purchase price (including shipping costs), without prejudice to Pot & Vaas's right to claim damages. Section 6:92 of the Dutch Civil Code does not apply.
4. Pot & Vaas is at all times entitled to demand security and/or advance payment from the Customer for compliance by the Customer with its obligations under the Agreement. The Customer shall comply with this at first request. If The Customer provides no or insufficient security and/or makes no payment in advance, Pot & Vaas is entitled to dissolve the Agreement. The Customer will in that case be liable for all damage suffered by Pot & Vaas.

Article 13. Applicable law and disputes
1. Only Dutch law applies to the Agreement.
2. Only the court of Zeeland-West Brabant location Breda is competent to settle disputes arising from the Agreement, unless Pot & Vaas opts for the legally relatively competent court.