1 DEFINITIONS

1.1 In these General Conditions the following is understood by:

• a. Offer: every (online, whether via MyGreentail or EDI) offer, quotation and/or price estimate (including attachments, documentation, and images etc.) made by Greentail to Purchaser;

• b. Request: every non-binding request from Purchaser to Greentail for an (online) Offer, quotation and/or price estimate (including attachments, documentation, and images etc.) from Greentail to Purchaser;

• c. Call-off order: an order to deliver a certain quantity of agreed Products in a certain period of time on previously agreed conditions;

• d. General Conditions: these general delivery and payment conditions of Greentail;

• e. EDI: the electronic exchange of data between Greentail and its customers (including Purchaser) such as the receipt and placement of Orders, Order confirmations, packing slips and invoices (Electronic Data Interchange);

• f. Greentail: The private company with limited liability, with its registered office and place of business in (1432 JE) Aalsmeer at 48 Rietwijkeroordweg;

• g. Purchaser: the (legal) person entering into an Agreement with Greentail or having the intention to enter into an Agreement with Greentail;

• h. MyGreentail: the online webshop (accessible via the website https://greentail.fpa-shop.com/) which is only accessible to the customers of Greentail after receipt of a customer-specific login and password;

• i. Order: the instruction from Purchaser to Greentail to deliver Products;

• j. Order Confirmation: the confirmation of the Order placed by Purchaser resulting in the conclusion of an Agreement;

• k. Agreement: every Agreement entered into between Greentail and Purchaser, including the Framework Agreement and Agreements subsequent to Orders entered into between Parties;

• l. Parties: Greentail and Purchaser together;

• m. Products: all goods and items that are the subject of the Agreement and are supplied by, via or through the intervention of Greentail;

• n. Framework Agreement: the framework agreement entered into between Greentail and Purchaser in which the rights and obligations of Parties arising from Orders placed subsequently by Purchaser and Agreements entered into between Parties;

• o. Recall: the retrieval of Products by Greentail in connection with a quality deviation or an established defect as referred to in Article 11.5 of these General Terms and Conditions;

• p. in Writing: any communication by post, e-mail, fax, EDI, or any other means of communication that can be regarded as equivalent to this in view of the state of the art and generally accepted practices.

1.2 Definitions in the singular include the plural without loss of meaning.

2 GENERAL

2.1 These General Terms and Conditions apply to all Offers, Requests, Orders and Order Confirmations, and are an integral part of all Agreements between Purchaser on the one hand and Greentail on the other.

2.2 Unless Parties (later) agree otherwise in Writing, Purchaser with whom a Framework Agreement has been concluded agrees to the applicability of these General Terms and Conditions to later Agreements, Orders and Order Confirmations.

2.3 Deviations from the General Terms and Conditions or deviations from specific parts of the Agreement shall only be binding on Purchaser if he/she has confirmed these deviations or changes in Writing.

2.4 If any provision of these General Terms and Conditions is deemed void, is annulled, or is otherwise declared non-binding by a competent court, the other provisions of these General Terms and Conditions shall remain in full force and effect. Parties shall then consult with a view to agreeing on new provisions to replace the null, void or otherwise non-binding provisions, whereby the purpose and meaning of the original provision shall be taken into account as far as possible.

2.5 Any purchase or other general terms and conditions of Purchaser do not apply unless Parties explicitly agree otherwise in Writing. Any (earlier) reference by Purchaser to his/her own, other general and/or purchase terms and conditions is expressly rejected by Greentail, and therefore not accepted.

2.6 Greentail reserves the right to amend these General Terms and Conditions at any time. The amended General Terms and Conditions will apply from the moment Greentail has notified Purchaser of the amendment, on the understanding that the General Terms and Conditions in force on the day the Offer was published will continue to apply to Offers already provided.

2.7 In case Purchaser means several persons, legal entities, or companies, these will be jointly and severally liable for compliance with all obligations under the Agreements entered into with Greentail.

2.8 If Parties exchange information with each other via EDI, electronic messages have the same evidential value as written documents, unless these messages were not sent, saved, and registered in the format and at the level of security agreed between Parties, as well as in the agreed manner.

2.9 The titles above the articles are for identification purposes only and shall be disregarded when interpreting the General Terms and Conditions.

2.10 The General Terms and Conditions have been drawn up in a Dutch, English, Spanish, French, Italian, and German. In the event of differences of interpretation between these texts, the Dutch text shall be binding.

3 OFFERS

3.1 All Offers by Greentail are without obligation, unless expressly agreed otherwise in Writing. If an Offer has a limited validity period or is made subject to conditions, this will be expressly stated in the Offer.

3.2 No rights may be derived from an Offer if the Products to which the Offer relates are no longer available in the meantime. After acceptance of the Offer from Greentail by Purchaser, Greentail is entitled to withdraw the Offer immediately, but in any case within two (2) working days of having been informed of the acceptance by Purchaser.

3.3 Greentail cannot be bound by an Offer or Order Confirmation if Purchaser can reasonably understand that the Offer or Order Confirmation, or a part thereof, contains an obvious mistake or error.

3.4 Although Greentail will exercise due care in the formulation of its offer, including the information as contained in the Offer, on MyGreentail, in catalogues, circular letters or via EDI, including but not limited to pictures, drawings, photographs, statements of sizes, specifications and further descriptions made by Greentail on or otherwise about the Products offered, this information is not binding and its sole purpose is to give a general impression of the Products sold by Greentail, unless expressly stated otherwise in Writing by Greentail. In no case is Greentail obliged to make any (subsequent) delivery.

3.5 Purchaser vouches for the completeness and accuracy of the information submitted to Greentail by him/her or on his/her behalf, on which Greentail bases its Offer and ultimate Order Confirmation.

3.6 If the Offer contains a composite price quotation, Greentail is not obliged to carry out part of the Offer at a corresponding part of the quoted price. An Offer does not automatically apply to future Orders and/or repeat Orders.

3.7 If Purchaser sends a Request to Greentail, and Greentail makes an Offer to Purchaser in response to this Request, Purchaser agrees with the applicability and content of the General Terms and Conditions to this Offer. Acceptance of an Offer by Purchaser implies that Purchaser agrees with the applicability and contents of these General Terms and Conditions.

4 AGREEMENT

4.1 An Agreement is only concluded as well as binding after Greentail has confirmed this in Writing by sending the Order Confirmation or the Agreement has actually been implemented by Greentail. Oral promises by and agreements with agents, representatives or other intermediaries or subordinates are only binding on Greentail if they have been expressly confirmed in Writing by Greentail.

4.2 If confirmation, including confirmation relating to the formation of the Agreement, is exchanged between Parties electronically (for example via EDI), Parties will not dispute the admissibility of electronic messages as evidence in case of mutual disputes (as will other messages in that context).

4.3 If Purchaser places an Order with Greentail via EDI or MyGreentail by employees of Purchaser or employees of a company/contracted purchaser/third party hired by Purchaser, Greentail may and will assume - except for the reservation included in the following sentence - that this Order has been approved by Purchaser, and the Agreement will be established after confirmation/execution of the Order by Greentail. If Greentail ascertains, or reasonably could have ascertained, that the Order, or a part thereof, deviates very much from customary Orders, Greentail will contact the legal representative of Purchaser, and will not execute the Agreement until it has received Written consent from Purchaser.

4.4 If a comment is added to the order of Purchaser, or if reservations or alterations are made in the acceptance in relation to the Offer, the Agreement will not be entered into until Greentail has confirmed in Writing to Purchaser that it agrees with what was requested in the comment of Purchaser or with the reservations or deviations.

4.5 Oral promises by and agreements with subordinates and/or cooperation partners of Greentail will not be binding on Greentail until such promises/agreements have been confirmed in Writing by Greentail.

4.6 If during the implementation of the Agreement it becomes apparent that its proper implementation requires modification or supplementation, Parties will proceed to modify the Agreement in good time and in mutual consultation. If the nature, scope, or content of the Agreement, whether at the request or indication of Purchaser or not, is changed as a result, this may have consequences for what was originally agreed. As a result, the originally agreed amount may also be increased or decreased. Greentail will indicate this in advance as much as possible. Purchaser accepts the possibility of a change in the Agreement, including but not limited to a change in price and any other conditions. Greentail is entitled to charge modification costs if Purchaser wishes to modify the Agreement after it has been entered into.

4.7 If the Agreement is changed, including an addition, Greentail is entitled to implement this only after the person responsible within Purchaser has given his/her consent, and Purchaser has agreed to the price quoted for implementation and any other terms and conditions. Non-implementation or non-immediate implementation of the amended Agreement does not constitute a shortcoming on the part of Greentail, and is no ground for Purchaser to terminate, cancel or otherwise terminate the Agreement.

4.8 Without being in default, Greentail may refuse a request to alter the Agreement if this could have qualitative and/or quantitative consequences for the Products to be delivered by it. Greentail is not liable for the direct and/or indirect consequences and/or damage resulting from a refusal as described above.

4.9 Every Agreement is entered into under the suspensive condition of sufficient availability of Products which are part of the Agreement.

5 PRICES

5.1 The agreed prices are in Euros (unless otherwise agreed in Writing or another currency is stated on the invoice) and exclusive of VAT, costs of quality control and/or phytosanitary research, costs of loading and unloading, packaging, transport, insurance, and/or other levies, other taxes, (import) duties and/or charges levied or introduced for the delivery or performance.

5.2 All cost-price-increasing factors which are paid for in the first instance by Greentail and/or which Greentail is required to charge to Purchaser on the basis of a statutory regulation will be charged by Greentail to Purchaser. Transport insurance will only be taken out at the special request and expense of Purchaser.

5.3 All negative consequences of loss of exchange rate or other costs resulting from the Agreement will be borne by Purchaser.

5.4 With regard to Call-off order Products, a certain volume is agreed in advance between Parties to be purchased in an agreed period at an agreed price. In the event of changes to the grower's price, changes due to circumstances such as weather conditions affecting the (delivery of the) Products and/or other unforeseen circumstances / force majeure in accordance with Article 12 of these General Terms and Conditions, timely notice will be given to the extent possible. Unless Parties agree otherwise in Writing, in the event of possible exchange rate changes (in respect of currencies other than the Euro), a price will be agreed upon at the exchange rate applicable at that time, after which the exchange rate change (revaluation/devaluation) will be passed on at the time of delivery.

5.5 A (preliminary) calculation, budget or available budget made known to Greentail by Purchaser is never regarded as a (fixed) price agreed upon between Parties for the services to be provided by Greentail. Only if this has been agreed upon in Writing by Parties is Greentail obliged to inform Purchaser in case of a threat of exceeding a pre-calculation or budget issued by Greentail.

5.6 Unless Parties agree otherwise, discounts are deemed to be granted once only, and are not binding on Greentail with regard to later Agreements.

6 DELIVERY AND DELIVERY TIME

6.1 Unless Parties have expressly agreed otherwise in Writing, Products will be delivered by Greentail to Purchaser Ex Works within the Netherlands (EXW Incoterms© 2010) and internationally Free Carrier (FCA Incoterms© 2010). Parties agree in the Agreement which location (for example which branch of Greentail or one of its (associated) companies), which distribution centre, or which grower engaged by Greentail) will count as the place of delivery. Greentail will determine the method of delivery. Unless otherwise agreed upon in Writing, the place of delivery is the location called Bonsai in (1424 LH) De Kwakel, at 31 Betula.

6.2 Free delivery or another manner of delivery (on the basis of another Incoterm) will only take place if and insofar as this is explicitly stated by Greentail on the Order Confirmation or in the Framework Agreement. If Greentail is to deliver to Purchaser, Purchaser will ensure, unless agreed otherwise in Writing, that at least one person is available at all times on behalf of Purchaser for the delivery.

6.3 Given delivery dates will be adhered to by Greentail as much as possible. Delivery times indicated by Greentail are indicative, can never be regarded as deadlines, and do not give Purchaser a right to dissolution or damages if exceeded, unless Parties have agreed otherwise in Writing.

6.4 If there is a delay in delivery, the delivery period will be extended by such a period as is reasonable in light of all the circumstances. If Greentail is unable to fulfil its obligation (in part), it will inform Purchaser as soon as possible. If it cannot supply the entire quantity ordered, it is entitled to make a partial delivery or to suspend performance of the Agreement and/or to supply other equivalent or similar products in consultation with Purchaser. The payment terms described below also apply to each partial delivery.

6.5 Unless delivery in a manner other than Ex Works has been agreed, the moment the Products leave the agreed location (or at least the moment that the Products are loaded on the location) will be regarded as the time of delivery, or if dispatch is (partially) impossible due to reasons beyond Greentail's control, the moment when the Products are ready for dispatch will be regarded as the time of delivery.

6.6 Purchaser is responsible for the correct and complete compliance with all customs and other requirements for export and import with regard to the Products to be delivered and delivered by Greentail to Purchaser. Upon Written request, and after mutual reasonable consultation, the required documentation may be provided by Greentail. Any extra costs for this will be charged on the invoice or on a separate invoice.

6.7 The consignment note drawn up within the framework may also be drawn up in the form of electronic messages in accordance with the format and level of security agreed between Parties, and in accordance with the manner of sending, storing, and recording agreed between Parties.

6.8 If Purchaser has not taken delivery of the ordered Products at the agreed time and place, he/she shall be in default, and the risk of any loss of quality shall be borne by Purchaser. The ordered Products are stored at his/her disposal, at his/her expense and risk. If, however, after a limited storage period has passed, which may be regarded as reasonable in view of the type of product, no purchase has been made by Purchaser, and the risk of loss of quality and/or decay of the Products requires action in the opinion of Greentail in order to limit damage as much as possible, Greentail is entitled to sell the Products in question to third parties.

6.9 A CMR is attached to all deliveries by Greentail as proof of delivery. The invoice number corresponds with the number on the CMR. The CMR states the number of units delivered for verification by Purchaser. After legally valid signature by Purchaser, Greentail must immediately receive the latest version of the CMR as proof of delivery.

6.10 Non-compliance by Purchaser does not relieve him/her of the obligation to pay the full purchase price.

6.11 Greentail is not liable for damage resulting from non-delivery.

6.12 In case delivery on demand has been agreed, Greentail may, in case of non-delivery or late delivery, invoice Purchaser at its own discretion, and store the Products (if possible). Greentail is thereby entitled to charge Purchaser an amount for the entire loss incurred (and thus all costs, including if applicable storage costs, which Greentail had to incur for Purchaser in this connection) with regard to Products which should already have been called for.

7 PACKAGING

7.1 Packaging will take place in the manner customary in the flower and plant wholesale trade in such a way as will be determined by Greentail in accordance with sound business practice, unless otherwise agreed in Writing.

7.2 Non-reusable packaging may be charged and is non-returnable. This will in any case not be the case if non-reusable packaging is included in the sale price.

7.3 If extra (packaging) work is required from Greentail at the request of Purchaser, Greentail will charge Purchaser extra for this.

7.4 If the Products are delivered in reusable packaging (cardboard boxes) and/or on durable transport material (stacking trolleys, containers, pallets, etc.), Purchaser shall return identical packaging material with the same registration (such as chip or label) to Greentail within one week after delivery, even if a user fee has been charged for this, unless agreed otherwise in Writing.

7.5 Purchaser is responsible for the timely return of all material made available to him/her, at his/her own expense.

7.6 If return consignments are not sent on time or durable packaging and/or transport material that is loaned to the Purchaser for the longer term is not returned within a reasonable time set by Greentail, Greentail reserves the right to a) charge the costs thereof to the Purchaser and b) recover from the Purchaser any further loss incurred by Greentail in connection herewith, such as extra rental costs.

7.7 In so far as Greentail initially pays the costs of return transport, these will be charged separately to Purchaser, unless agreed otherwise in Writing. If a deposit is charged, this will be settled after the material in question has been returned in good condition.

7.8 In case of damage or loss of reusable and/or durable packaging material, Purchaser is obliged to reimburse Greentail for the repair or replacement costs, as well as any further damage suffered in this connection by Greentail, such as extra rental costs.

7.9 In case of a dispute between Greentail and Purchaser about outstanding quantities of transport materials, the administration of Greentail will be leading.

8 PAYMENT

8.1 Unless expressly agreed otherwise in Writing, payment by Purchaser to Greentail shall be made within 30 (thirty) days from the invoice date without any deduction, discount, compensation or (debt) settlement. This term of payment is to be regarded as a strict deadline.

8.2 All payments are to be made into an account indicated by Greentail, unless agreed otherwise in Writing. Greentail is always entitled to demand security for payment of the amount due.

8.3 Unless Parties agree otherwise in Writing, Greentail will send its invoice to Purchaser digitally. If Parties have agreed to communicate via EDI, the invoice will only be sent to Purchaser via EDI.

8.4 A Purchaser established in an EU member state other than the Netherlands will inform Greentail in Writing of his correct VAT identification number. Purchaser will, furthermore, provide Greentail on first request with all information and documents that Greentail requires for proving that the Products were delivered in an EU member state other than the Netherlands. Purchaser indemnifies Greentail against all claims resulting from and all adverse consequences of non-compliance or incomplete compliance with the provisions stated here.

8.5 Purchaser is responsible for full payment of all invoices, including invoices for deposits, packaging costs and/or other amounts payable by Purchaser to Greentail under the Agreement, in Euros. Any bank charges are for the account of Purchaser.

8.6 If advance payment is stipulated by Greentail, Purchaser cannot assert any right regarding the implementation of the order or service(s) in question before the stipulated advance payment has been made.

8.7 In case of a dispute between Greentail and Purchaser about outstanding quantities of payments, the administration of Greentail will be leading. A proof of payment handed over by Purchaser to Greentail is insufficient proof of receipt by Greentail of amounts payable by Purchaser to Greentail.

8.8 If Purchaser has not paid within the term of payment agreed upon between Parties, he/she will be in default by operation of law, and Greentail will be entitled, without any further summons or notice of default being required, to charge Purchaser 1 % (one per cent) interest on the monthly basis from the due date: "one per cent) interest on a monthly basis, or, should the latter be higher, statutory (commercial) interest, over the outstanding amount until the date of payment in full, without prejudice to the other rights to which Greentail is entitled, including but not limited to Greentail's right to charge Purchaser for any loss of exchange rate incurred in case of default.

8.9 All reasonable judicial and extrajudicial (collection) costs incurred by Greentail as a result of Purchaser's non-performance of its obligations (including payment obligations) will be borne by Purchaser. The extrajudicial costs are determined at 15% (fifteen percent) of the amount to be claimed, with a minimum of € 1,000.00 (in words: one thousand Euros). Such extrajudicial costs shall be immediately due and payable..

8.10 Payments made by Purchaser always serve to settle all statutory interest and costs owed, and subsequently those invoices that have been outstanding the longest, even if Purchaser states that the payment relates to a later invoice.

8.11 Greentail reserves the right not to carry out Orders or to suspend all further performance on behalf of Purchaser if Purchaser has not paid for a previous delivery within the agreed payment term, Purchaser has otherwise failed to comply with its obligations towards Greentail, or in the opinion of Greentail, non-compliance is imminent. Greentail does not owe Purchaser any compensation for the consequences this termination might have for Purchaser.

8.12 Purchaser is not authorised to suspend payment of the purchase price or to deduct any amount from the purchase price without the express prior Written consent of Greentail.

9 COMPLAINTS

9.1 Purchaser is obliged to inspect the Products or have them inspected immediately upon receipt, to the extent that this may reasonably be required of him/her.

9.2 Complaints regarding the amount or manner in which the invoices of Greentail are established (not relating to complaints about Products as referred to in sections 3 and 4 of this article below), will be communicated in Writing by Purchaser to Greentail within thirty days from receipt of the invoice, precisely specifying the nature and grounds for the complaints.

9.3 Complaints regarding defects in Products which are found during an inspection, or which could reasonably have been found (including but not limited to visible defects concerning the quantity, including number, size or weight, or quality), must be reported by Purchaser to Greentail in Writing immediately after discovery, or in any case within 24 hours after receipt of the Products, specifying the exact nature and grounds for the complaints. Visible defects should also be noted on the transport documents immediately upon delivery.

9.4 Complaints regarding defects in Products which could not be observed during the inspection should be reported by Purchaser to Greentail immediately after observation, and should be reported by Purchaser to Greentail within a reasonable period after Purchaser could reasonably have observed these defects, accurately stating the nature and grounds of the complaints.

9.5 The complaints must at least contain the following information:

• a. a detailed and accurate description of the defect, supported by evidence such as photographs or an expert report;

• b. a statement of any further facts from which it can be concluded that the Products delivered and rejected by Purchaser are identical.

9.6 Greentail must always be given the opportunity to investigate the correctness of the complaints concerned on-site or to have them investigated and/or to take back the delivered goods, unless Greentail has indicated that it does not wish to carry out an on-site investigation. Where applicable, the Products are to be kept available in the original packaging. In case of detection of a defect as referred to in this Article under subsection 3 and 4, Purchaser is obliged to take care of the preservation of the Products as a prudent debtor, and to take the necessary measures to limit his damage as much as possible. Purchaser will strictly follow the instructions of Greentail, and will grant Greentail all cooperation in investigating and investigating the observed defect and related circumstances, such as the treatment and use of the Products. In case of complaints about the quality of the delivered Products, these should remain for inspection by Greentail and should not be sent to Greentail without Written permission from Greentail.

9.7 Complaints which concern only a part of the delivered Products may not lead to rejection of the entire delivery.

9.8 After the expiry of the periods mentioned in this article, Purchaser is considered to have approved the goods delivered or the invoice, respectively. In that case, complaints will no longer be dealt with by Greentail.

9.9 If Greentail is of the opinion that a complaint is well-founded, Greentail has the right either to pay damages in money, to be determined by mutual agreement, or to make a new delivery with maintenance of the existing Agreement, in which case (if applicable and only at Greentail's first request) with return of the wrongly delivered goods to Greentail.

9.10 If a complaint submitted by Purchaser is unfounded, Purchaser will have to reimburse Greentail for the costs incurred in connection with the investigation.

10 TERMINATION OF THE AGREEMENT

10.1 Greentail may, in addition to its other rights under the Agreement (including the General Terms and Conditions and the Framework Agreement) and the law, dissolve / terminate the Agreement in its entirety or for the part not yet implemented at any time with immediate effect without further notice of default and judicial intervention and without any obligation to pay damages on the part of Greentail vis-à-vis Purchaser if:

• a) Purchaser fails to fulfil one or more of its obligations under the Agreement or other agreements with Greentail;

• b) Purchaser is declared bankrupt;

• c) Purchaser applies for a moratorium or offers a payment arrangement to its creditors;

• d) a debt rescheduling under WSNP is pronounced with regard to Purchaser (if applicable);

• e) Purchaser proceeds to wind up its affairs;

• f) Purchaser's assets are seized on account of substantial debts or if Purchaser is unable to meet his due debts or leaves his due debts unpaid.

10.2 Any amounts invoiced prior to the termination of the Agreement (in any way whatsoever) in respect of Products already delivered for the performance of the Agreement shall become immediately due and payable at the moment of dissolution.

11 RETENTION OF TITLE

11.1 All delivered Products will remain the property of Greentail until such time as Purchaser has fully satisfied all claims which Greentail has or will obtain against Purchaser with respect to Products delivered by it, including claims relating to the failure of Purchaser to fulfil its obligations.

11.2 As long as ownership of all Products delivered by Greentail has not been transferred, Purchaser may not pledge the Products delivered or otherwise use them as security. In case third parties seize these Products or wish to seize them in any other way, Purchaser should inform Greentail immediately.

11.3 In exercising Greentail's rights under the retention of title, Purchaser shall always render full cooperation on first request and at his/her own expense. Purchaser is liable for all costs incurred by Greentail in connection with its retention of title and related actions, and for all direct and indirect damage suffered by Greentail.

11.4 With regard to Products destined for export, the consequences of the retention of title shall apply from the moment of arrival of the Products in the country of destination. In that case, if possible under the law concerned, the following shall apply in addition to what is stated in subsection 1 to 3 above:

• a. In case of imputable failure on the part of Purchaser, Greentail has the right to take possession of the delivered Products, as well as the accompanying packaging and transport materials, immediately, and to dispose of them as it sees fit. If required by law, this will imply dissolution of (part of) the Agreement in question.

• b. Purchaser shall be entitled to sell the Products in the ordinary course of his/her business. He/she hereby already assigns all claims that he/she may acquire against third parties pursuant to such sales should this situation arise. Greentail accepts this assignment and reserves the right to collect the claim itself as soon as Purchaser does not properly fulfil his/her payment obligation and, in so far as necessary, is in default.

• c. Purchaser has the right to process the Products in the normal course of his business, whether or not together with Products not originating from Greentail. In the relationship in which Greentail's Products are part of the created product, Greentail acquires the (joint) ownership of the new good, which Purchaser transfers to Greentail now for then, and which Greentail accepts.

• d. If the law prescribes that Greentail must relinquish part of the stipulated in cases where they exceed the value of the outstanding claims by a certain percentage, Greentail will comply with this as soon as Purchaser makes such a request, and this is evident from Greentail's accounts.

12 LIABILITY

12.1 Greentail is not liable for damage suffered by Purchaser except and insofar as Purchaser proves that there was intentional act or omission or gross negligence on the part of Greentail.

12.2 Defects regarding any phytosanitary and/or other requirements applicable in the country of import give Purchaser no right to compensation or dissolution of the agreement, unless Purchaser has informed Greentail of these requirements in Writing prior to the conclusion of the Agreement.

12.3 Under no circumstances is Greentail liable for indirect damages. Indirect damages are in any case understood to mean loss of business, loss of delay, loss of profit, loss of stagnation, missed savings, loss of goodwill, damage due to failure to determine marketing goals, damage related to the use, loss, mutilation or destruction of data, loss of Orders and/or PR damage, or other consequential damage suffered by Purchaser.

12.4 Should Greentail nevertheless be obliged to compensate damage, then its liability is expressly limited to the invoice amount, excluding VAT, concerning the part of the delivery to which the damage relates. Liability is limited at all times to the amount paid out under Greentail's liability insurance policy minus the excess of such insurance policy.

12.5 If it is found that a delivered Product, despite all due care and proper use thereof, has a defect that is so serious that it endangers the safety of persons, Greentail will initiate a Recall immediately upon such finding. Without prejudice to the provisions of this article, the costs directly resulting from a Recall will be borne by Greentail.

12.6 Unless expressly indicated otherwise by Greentail, the delivered Products are exclusively intended for decorative purposes and are not suitable for internal use. Products can lead to harmful effects in humans and/or animals in case of incorrect use, consumption, contact and/or hypersensitivity. Some Products may also cause damage to materials that come into contact with the dripping water. Purchaser is obliged to pass on this warning to his/her customers, and indemnifies Greentail against all claims by third parties, including end users, in respect of these consequences.

12.7 The provisions of this article apply only in so far as Greentail's liability is not limited further under the law or Agreement, including the provisions of these General Terms and Conditions, than would result from the mere application of this article. Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code, the right to compensation expires at least one (1) year after the event from which the damage directly or indirectly resulted and for which Greentail is liable.

13 FORCE MAJEURE

13.1 In the event that Greentail fails to comply with any of its obligations due to force majeure, it will never be liable to Purchaser for damage on any grounds whatsoever, and will be entitled at its own discretion and without judicial intervention either to suspend implementation of the Agreement for the duration of the force majeure period, with a maximum of six months, or to dissolve the Agreement in whole or in part, without being obliged to pay any damages.

13.2 On the part of Greentail, force majeure includes all actions over which Greentail has no influence and other events beyond its control, even if they could have been foreseen at the time the agreement was entered into, as a result of which implementation of the agreement is temporarily or permanently impeded. This includes in any case default by suppliers of Greentail, illness, war or civil war, threat of war, terrorism (both attacks and the maximum level of security established by the authorities for the threat of terrorism), riots, strikes, shortage of personnel, lockouts, transport problems, fire, weather conditions, epidemics, pandemics, involuntary loss of possession, late delivery of materials and products by Greentail's supplier, restrictive government measures (including but not limited to sanctions and anti-corruption measures), sabotage (including but not limited to sabotage by others than employees of Greentail and/or third parties engaged by Greentail), and in general unforeseen circumstances within the company or on location of Greentail, both at home and abroad. The above also applies if the aforementioned circumstances occur with regard to or within / at the company of the supplier from whom Greentail buys its Products or normally buys them, and/or the carrier engaged or normally engaged by Greentail. Force majeure expressly includes the situation where Greentail's (principal) bank uses or is going to use rules which may have as a consequence that, in case of continuation of the Agreement between Greentail and the purchaser, Greentail's relationship with this bank will be terminated or may be threatened to be terminated, all this at the discretion of Greentail.

14 APPLICABLE LAW AND REGULATIONS ON DISPUTES

14.1 All Agreements between Parties to which these General Terms and Conditions apply in whole or in part, as well as all Agreements entered into by Greentail, are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.

14.2 All disputes relating to, arising from, or connected with Requests and/or Orders received by Greentail, Offers and/or Order Confirmations sent, deliveries, agreements made, Agreements entered into or further agreements to which these General Terms and Conditions apply in whole or in part will be settled by the competent court in Amsterdam, insofar as statutory provisions do not oppose this.