General terms and conditions of sale

GENERAL TERMS AND CONDITIONS OF SALE
of

the limited liability company Van Geest Nurseries B.V., with registered seat in Lisse (The Netherlands), registered with the Chamber of Commerce under registration number 28089074, hereinafter referred to as "the Vendor".

Article 1: GENERAL
1.1 These General Terms and Conditions apply to all agreements entered into by the Vendor, to the coming into being of such agreements and to all offers made by the Vendor.

1.2 If any provision hereof is contrary to any purchase, tender or other conditions of any Buyer whatsoever, the Vendor's General Terms and Conditions of Sale (hereinafter the General Conditions) shall prevail unless some or all of the Buyer's conditions have been accepted by the Vendor in writing. In accepting the General Conditions of the Vendor the Buyer will at the same time have consented to the prevalence of these conditions over, and the exclusion of, any conditions of the Buyer in respect of both the present and all subsequent agreements between the parties.

1.3 A free copy of these General Conditions will be supplied by the Vendor on request.

1.4 No variation of these General Conditions shall be valid unless it has been agreed in writing between the Vendor and the Buyer.

Article 2: MODIFICATIONS
2.1 Without prejudice to the provisions of article 2.2 below modifications of the purchase agreement, whatever their nature, shall not be valid unless they have been agreed in writing between the Vendor and the Buyer.

2.2 The Vendor's prices are based on the wages, wage costs, social security charges, taxes and levies, freight charges, insurance premiums, prices of materials, raw materials and supplies, foreign currency exchange rates and all other costs applying on the date of the offer or of the agreement, as the case may be. In the event of an increase in any of these costs the Vendor may increase the offer price or the contract price accordingly, with due observance of the relevant statutory regulations, if any. Where a purchase order is placed by a Buyer without a price having been agreed in advance, such order will be carried out at the price applying on the day on which the order is received irrespective of any previous price agreements or previous deliveries.

Article 3: OFFERS AND ORDERS
3.1 All offers made by the Vendor are without engagement unless otherwise specified in the offer.

3.2 An order placed by a Buyer shall not be binding on the Vendor until after the Vendor has confirmed the order in writing.

Article 4: DELIVERIES
4.1 Clauses pertaining to freight costs etc. will use the definitions of lncoterms 2000 of the International Chamber of Commerce. Deliveries will be made Ex Works, unless otherwise agreed.

4.2 No delivery period shall apply unless a delivery period is stated in the order confirmation issued by the Vendor. Such delivery period will then begin to run at the time when the order is confirmed by the Vendor. A delivery period is a target period. The Vendor will do everything within its power to deliver within the stated period.

4.3 Without prejudice to the provisions of Article 6.1 below, delivery of goods bought by the Buyer from the Vendor shall have been completed:
a) at the moment when the Vendor has offered the goods to the Carrier for transport where Vendor and Buyer have agreed that the goods shall be delivered to an address specified by the Buyer, and in all other cases
b) at the moment when the Vendor gives the Buyer notice that the goods are available for transport In such case the Buyer shall collect the goods at the Vendor's address or at an address specified by the Vendor within seven (7) days of said notice, failing which the Vendor may store the goods or cause the goods to be stored for the Buyer's account.

4.4 Late delivery - for any cause whatsoever - shall not entitle the Buyer to suspend any of his obligations towards the Vendor.

Article 5: FORCE MAJEURE
5.1 In the event of force majeure the Vendor may at its option either cancel the agreement without judicial intervention or postpone the delivery date until the situation of force majeure has ceased to exist without the Buyer being entitled to any compensation.

5.2 A situation of force majeure on the part of the Vendor shall in any case exist if after the conclusion of the agreement the Vendor is prevented from meeting its obligations arising from this agreement or from the activities in preparation thereof in full and/or in time due to war, war damage, civil war, mobilization, riots, war risk, fire, water damage, flooding, strikes, sit-down strikes, lock-out, import and export impediments, government measures, defective machinery, disruptions of energy supplies, late supply of the goods sold or of raw materials and/or supplies required therefore, all the above both in the Vendor's business and in the business of any third party from which the Vendor procures all or pan of the goods and/or the necessary materials or raw materials as well as during warehousing or transport whether or not under the Vendor's own management and furthermore due to any other cause arising through no fault of the Vendor or for which the Vendor does not bear the risk.

Article 6: RETENTION OF TITLE AND PASSING OF RISK
6.1 All goods sold by the Vendor to the Buyer shall remain the property of the Vendor as long as the Buyer is still owing any sum to the Vendor on any account whatsoever..

6.2 The Buyer may dispose of and sell the goods delivered within the framework of the ordinary course of his business.

6.3 The Buyer shall store any goods which the Vendor has sold and delivered to him in the Buyer's office or works separately and clearly identifiable. The Vendor may at all times remove or have removed or take back the goods or store the goods elsewhere if the Buyer fails in the full and/or timely fulfillment of his obligations towards the Vendor or if it is clear that the Buyer will not be able to fulfill his obligations towards the Vendor or will not be able to do so in full and/or in time. The Vendor shall in particular, but not exclusively, be entitled to do so if the Buyer has been granted a suspension of payments, if a petition in bankruptcy has been filed against the Buyer or if he has been declared bankrupt or if the Buyer makes any payment arrangement with one or more of his creditors.

6.4 If the Vendor still has any debts receivable from the Buyer the Buyer shall forthwith inform the Vendor if third parties allege to have claims to goods delivered by the Vendor to the Buyer. In such case the Vendor may remove or cause the removal of the goods in question from the Buyer's premises and take back and store the same elsewhere.

6.5 If the Vendor wishes to take back the goods pursuant to paragraphs 6.3 and 6.4 the Buyer shall grant the Vendor access to his office or works. The Buyer shall be liable for all expenses entailed by taking back and storing the goods. The Vendor shall not be obliged to redeliver the goods until the Buyer has paid the Vendor in fall or has given adequate security for the debt(s) owing to the Vendor.

6.6 From the moment of delivery as defined in Article 4J the Buyer shall bear the risk of the goods being lost, damaged or declining in value in any other way.

Article 7: PAYMENTS
7.1 Payments shall be made within thirty (30) days after the invoice date, unless otherwise agreed.

7.2 If the Buyer fails to make payment within the period mentioned in Article 7.1 he shall be in default by operation of law and shall owe the legal interest plus four per cent on the total invoice amount as of the due date of the purchase price.

7.3 The Buyer may not deduct any amount from the purchase price on account of any alleged counterclaim against the Vendor.

7.4 Any and all collection expenses incurred both in and out of court after the Buyer has come to be in default (at least 15% of the amount due) shall fall on the Buyer.

7.5 If the Buyer fails to fulfill any obligation vis-à-vis the Vendor arising for him out of the agreement or from related agreements or earlier or subsequent agreements or if the Vendor may reasonably suspect that in the future the Buyer will not fulfill or will be unable to fulfill any obligation as referred to above, the Vendor may:
a) Demand advance payment or adequate security for payment or payment immediately on delivery in respect of payment obligations under all running agreements and all agreements to be concluded in the future;
b) Suspend deliveries (as well as the manufacturing or processing of goods to be delivered) without
Prejudice to the Vendor's right to demand simultaneous or subsequent giving of security for payments;
c) Cancel the agreement in question in whole or for the unperformed pan thereof with immediate effect without judicial intervention being required;
d) terminate any or all running purchase agreements in respect of which the Buyer is not in default in whole or for the unperformed pan thereof with immediate effect and without judicial intervention being required;
Without prejudice to the Vendor's right to claim full compensation from the Buyer.

Article 8: COMPLAINTS
8.1 Complaints concerning goods delivered by the Vendor must be lodged with the Vendor by registered mail within eight (8) days after the delivery date referred to in Article 4.3 on pain of extinction of the right to complain.

8.2 As soon as possible after receiving a complaint the Vendor will investigate whether the complaint is well-founded. For this purpose the Buyer shall allow representatives of the Vendor to examine the goods in question at the Buyer's office or works, as the case may be. Based on this examination the Vendor will decide whether the complaint is well-founded and if it is, the Buyer shall return the goods and the Vendor shall either take back the goods and replace them as soon as possible at the Vendor's own expense or grant the Buyer a reasonable price discount if the Buyer so wishes. If the Buyer disagrees with the Vendor's decision regarding the validity or invalidity of the complaint, the panics shall refer the decision on this issue to an expert to be appointed by them in mutual consultation and the parties shall abide by the expert's decision. Any costs entailed by the engagement of said expert shall fall on the party who is put in the wrong by the expert.

8.3 Goods shall be returned free of carriage and will be accepted by the Vendor only after the Vendor has given its consent to their return in writing (letter, telefax or e-mail).

Article 9: LIABILITY
9.1 The liability of the Vendor for goods sold and delivered by the Vendor shall be limited to such liability as is set forth in Article 8.2. In particular the Vendor shall not be liable for any trading losses and/or consequential losses suffered by the Buyer and/or third parties as a result of any alleged defects in said goods.

Article 10: JURISDICTION AND APPLICABLE LAW
10.1 All disputes arising from or in connection with an agreement to which these General Conditions apply shall be submitted exclusively to the competent Courts in The Hague. Dutch law is applicable to such agreements and to these General Conditions.

DATE: 1 July 2001
Filed on 1 July 2001
At Lisse.
THE CHAMBER OF COMMERCE AND INDUSTRIES
FOR RIJNLAND
SIGNATURE: