Terms of service.
General Terms and Conditions of Sale and Delivery of Idee Plus Nature B.V.
Registered office in De Kwakel, Business address: Noorddammerweg 7, (1424 NV) De Kwakel,
Registered with the Chamber of Commerce in Amsterdam under number 68321546.
Article 1 – Definitions
Idee Plus Nature B.V.: the private limited liability company Idee Plus Nature B.V.;
Buyer: any counterparty of Idee Plus Nature B.V.;
Products: all goods delivered or to be delivered by Idee Plus Nature B.V. in execution of an Agreement, and all Services;
Services: all work (in any form and by any name) performed by Idee Plus Nature B.V. for or on behalf of the Buyer, whether or not in conjunction with the delivery of Products;
Agreement: any agreement concluded with the Buyer, any modification or addition thereto, or any further arrangement, as well as all (legal) actions in preparation for and/or execution of that agreement.
Article 2 – Applicability
2.1 These terms and conditions of sale and delivery apply to all requests for quotations, orders, and/or agreements concerning the sale and delivery of Products and/or the provision of Services and their execution by Idee Plus Nature B.V.
2.2 Any deviations from or additions to these terms and conditions require the express written consent of Idee Plus Nature B.V. Any agreed-upon change or addition applies only to the specific agreement in question.
2.3 The applicability of any purchase or other conditions of the Buyer is expressly rejected by Idee Plus Nature B.V., unless explicitly agreed otherwise in writing.
2.4 If one or more provisions of these terms and conditions are void or annulled, the remaining provisions shall remain in full force. In the event of nullity or annulment, the parties shall consult to agree on new provisions replacing the void or annulled ones, taking into account the intent and purpose of the original provisions as much as possible.
Article 3 – Agreement
3.1 All offers made by Idee Plus Nature B.V. are entirely without obligation. Any samples, images, models, and accompanying specifications of Products included in an offer by Idee Plus Nature B.V., presented by Idee Plus Nature B.V., or published on its website are for general informational purposes only. The Buyer cannot derive any rights from any deviations that Idee Plus Nature B.V. does not consider to be substantial changes, nor do such deviations give the Buyer the right to refuse payment or acceptance of the delivered Products or Services.
3.2 Idee Plus Nature B.V. reserves the right to withdraw any offer within two (2) working days after acceptance. Acceptance of an offer made by Idee Plus Nature B.V. can only be made by a written statement from an authorized representative.
3.3 If acceptance deviates from the offer made by Idee Plus Nature B.V., such acceptance shall be deemed an invitation to make an offer. In that case, Idee Plus Nature B.V. shall issue a new written offer, to which Articles 3.1 and 3.2 apply.
3.4 Furthermore, agreements are concluded only after an order has been accepted by Idee Plus Nature B.V., or, if earlier, once Idee Plus Nature B.V. has commenced execution of the Buyer’s order.
3.5 Idee Plus Nature B.V. reserves the right to refuse orders or assignments without providing reasons or to accept them only on the condition that payment is made cash on delivery or in advance.
3.6 Offers are one-time and do not apply to repeat orders.
Article 4 – Prices, Invoicing, and Payment
4.1. Unless agreed otherwise in writing, the stated or agreed prices apply to delivery EXW De Kwakel (Incoterms 2024) and exclude packaging and shipping costs, loading and unloading, and value-added tax.
4.2. The prices of Idee Plus Nature B.V. are based on wages, wage costs, social and government charges, freight costs, insurance premiums, prices of raw materials, materials, auxiliary materials, foreign currency exchange rates, and all other costs valid on the date of the offer or contract. If one or more of these factors increase, Idee Plus Nature B.V. is entitled to adjust the quoted or contract price accordingly. If an order is placed without a previously agreed price, it will be executed—subject to Article 3.4—at the price applicable on the day the order is received, regardless of any previous deliveries.
4.3. If new levies or special taxes are imposed after the agreement has been concluded, or if existing ones are changed, Idee Plus Nature B.V. has the right to adjust the agreed price accordingly and charge this increase to the Buyer, even if such a price increase was foreseeable at the time of the agreement.
4.4. Payment must always be made at the time of ordering, or, if the Buyer has an adequate credit facility with Idee Plus Nature B.V., within fourteen (14) days from the invoice date, unless explicitly agreed otherwise in writing.
4.5. In the event of late payment, Idee Plus Nature B.V. is entitled to postpone the delivery of other products sold to the Buyer until the Buyer has fully met their payment obligations, including contractual interest and extrajudicial costs.
4.6. If payment has not been made by the 14th day after the invoice date, the Buyer is in default by operation of law without any notice of default, and the Buyer will owe statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code.
4.7. If the Buyer applies for suspension of payments (or a similar foreign procedure), files for bankruptcy, is declared bankrupt, or is placed under statutory debt restructuring for individuals (or a comparable foreign procedure), all outstanding invoices become immediately due and payable.
4.8. If the Buyer fails to fulfill their payment obligation on the due date, Idee Plus Nature B.V. is entitled to hand over the claim to a third party. The extrajudicial and judicial costs—at a minimum of 15% of the outstanding amount—will be borne by the Buyer.
Article 5 – Delivery and Delivery Time
5.1. Unless explicitly agreed otherwise in writing, Idee Plus Nature B.V. will deliver the Products in accordance with the delivery condition EXW De Kwakel, the Netherlands (Incoterms 2024).
5.2. If, at the Buyer's request, Idee Plus Nature B.V. arranges transportation, it does so solely on behalf of and at the expense and risk of the Buyer. Idee Plus Nature B.V. excludes any liability for instructions given in connection with transportation. If the Buyer does not provide specific instructions regarding the choice of carrier, Idee Plus Nature B.V. has full discretion in selecting one.
5.3. If an order exceeds a value determined by Idee Plus Nature B.V., the company may decide to arrange transportation of the Products to the Buyer. If Idee Plus Nature B.V. does so, it will be regarded as a request from the Buyer for transportation services, with the risk remaining with the Buyer.
5.4. The Buyer must arrange transportation insurance independently. This is never included in the transportation service.
5.5. If Idee Plus Nature B.V. handles any customs formalities or similar procedures related to the execution of the purchase agreement, these will always be carried out at the Buyer's expense and risk.
5.6. The Buyer guarantees that they possess all necessary permits for the import or transit of the purchased Products and indemnifies Idee Plus Nature B.V. against any claims, demands, taxes, or fines from third parties, including national or foreign authorities or European institutions.
5.7. Stated delivery times by Idee Plus Nature B.V. are non-binding and should never be considered strict deadlines.
5.8. Idee Plus Nature B.V. is never in default simply due to the expiry of the agreed delivery times; written notice of default is always required, granting Idee Plus Nature B.V. a reasonable period to fulfill its obligations.
5.9. Partial deliveries are always permitted.
Article 6 – Retention of Title and Security
6.1. Until the Buyer has fully paid all amounts owed to Idee Plus Nature B.V. for delivered or to-be-delivered Products or services performed, the delivered Products remain the property of Idee Plus Nature B.V., but from the moment of delivery, they are at the Buyer's risk.
6.2. The Buyer is required to store the Products with due care and as recognizable property of Idee Plus Nature B.V. until ownership is transferred.
6.3. The Buyer is not allowed to encumber or transfer ownership of the Products subject to retention of title, except in the normal course of business.
6.4. If the Buyer fails to meet their obligations or there is reasonable fear that they will not, Idee Plus Nature B.V. is entitled to reclaim the Products covered by the retention of title. The Buyer must fully cooperate, under penalty of a fine of 10% of the outstanding amount per day.
6.5. If third parties attempt to assert rights over the retained Products, the Buyer must inform Idee Plus Nature B.V. as soon as reasonably possible.
Article 7 – Inspection and Complaints
7.1. The Buyer must inspect the Products immediately upon delivery for defects and must notify Idee Plus Nature B.V. in writing without delay if defects are found. If the Buyer does not provide a written, motivated complaint within eight (8) days after delivery, the Buyer is deemed to have accepted the Products as they are, and all rights to claim defects expire.
7.2. Complaints do not suspend the Buyer’s payment obligations.
7.3. Products can only be returned with prior written consent from Idee Plus Nature B.V.
Article 8 – Liability
8.1. Idee Plus Nature B.V.'s liability is always limited to the amount paid out under its applicable insurance policy.
8.2. If, for any reason, no insurance payout is made, the liability of Idee Plus Nature B.V. is limited to the amount the Buyer paid for the relevant Product.
8.3. The liability limitations in this article do not apply in cases of intent or gross negligence by Idee Plus Nature B.V.
8.4. If the Products originate from a supplier, Idee Plus Nature B.V.'s liability towards the Buyer shall never exceed or differ from the liability that the supplier has towards Idee Plus Nature B.V.
8.5. Idee Plus Nature B.V. is never liable for indirect damages, consequential damages, lost profits or revenue, missed savings, business interruption losses, reputational damage, or intangible damages.
8.6. Idee Plus Nature B.V. is not liable for damages resulting from incorrect or incomplete information provided by or on behalf of the Buyer.
Article 9 – Force Majeure
9.1. Force majeure refers to any circumstance beyond the parties' control or any unforeseen event that makes it unreasonable for the Buyer to expect performance from Idee Plus Nature B.V.
9.2. Force majeure includes supplier or carrier failures, strikes, fire, water damage, accidents, pandemics, business occupation, mobilization, war, terrorism, blockades, import/export restrictions, government measures, machine breakdowns, and other disruptions at Idee Plus Nature B.V. or its suppliers.
9.3. If force majeure prevents Idee Plus Nature B.V. from fulfilling its obligations for more than six months, either party may terminate the agreement in writing without any obligation to pay damages.
9.4. If Idee Plus Nature B.V. has already partially fulfilled its obligations when the force majeure event occurs, or can only partially fulfill them, it may invoice the delivered or deliverable part separately, and the Buyer must pay as if it were a separate agreement.
Article 10 – Packaging
10.1. Packaging follows the usual standards in the flower and plant wholesale industry and is determined by the Seller unless otherwise agreed in writing.
10.2. Single-use packaging may be charged and will not be taken back.
10.3. If the Products are delivered in reusable packaging (e.g., cardboard boxes) or on durable transport materials (e.g., trolleys, containers, pallets), the Buyer must return identical materials within a week of delivery unless agreed otherwise in writing.
10.4. If return shipping is late, or if long-term loaned transport materials are not returned within a reasonable period, the Seller reserves the right to charge costs and claim additional damages.
10.5. Danish trolleys (CC TAG6): The Buyer must return these within the agreed period or register them correctly. If not, the Seller may charge the Buyer for the cost.
10.6. If the Seller initially pays return transport costs, these will be invoiced separately to the Buyer unless agreed otherwise in writing. Deposits will be refunded only upon proper return of materials.
10.7. If reusable or durable packaging is damaged or lost, the Buyer must cover repair or replacement costs as well as any additional damages.
10.8. In case of disputes over outstanding transport materials, the Seller’s records shall be decisive.
Article 11 – Applicable Law and Jurisdiction
11.1. All legal relationships involving Idee Plus Nature B.V. are governed exclusively by Dutch law, even if obligations are performed wholly or partially abroad or if the counterparty is domiciled abroad.
11.2. All disputes arising from or related to agreements covered by these general terms and conditions shall be exclusively settled by the competent court in Amsterdam, unless mandatory law dictates otherwise.
Article 12 – Miscellaneous
12.1. The Buyer may only transfer rights and obligations from any agreement with Idee Plus Nature B.V. to third parties with prior written consent.
12.2. Buyer information is stored in Idee Plus Nature B.V.'s database for contract execution, relationship management, marketing, and credit control. Buyers may request their data to be deleted.
Article 13 – Amendments and Interpretation
13.1. Idee Plus Nature B.V. may amend these terms at any time, with changes taking effect 30 days after written notice unless otherwise specified. The Buyer may terminate the contract if they do not agree with the changes.
13.2. In case of interpretation disputes, the Dutch version prevails.
Article 14 – Language
These terms have been translated into multiple languages. In case of discrepancies, the Dutch version is binding.