Article 1 – Definitions
Within the context of these Terms and Conditions, the following capitalized terms are defined as follows:
Customer: any party purchasing Products from Botanic Silk (applying to both Consumers and Business Customers) and/or renting Products from Botanic Silk (applying exclusively to Business Customers), as well as any party issuing an assignment of any kind to Botanic Silk.
Consumer: a natural person acting outside the scope of an economic activity, trade, business, or profession. For Consumers, only (one-off) sales are applicable.
Business Customer: a natural or legal person acting in the course of a business or profession.
Botanic Silk: the private limited company KHGS Group B.V., operating under the trade name Botanic Silk, having its registered office at Stationsstraat 82A, 6026 CW Maarheeze, the Netherlands, and registered with the Dutch Chamber of Commerce under number 99165570.
Parties: the Customer and Botanic Silk collectively.
Subscription: an Agreement, exclusively available to Business Customers, governing the recurring delivery and/or exchange of floral arrangements by Botanic Silk (commercial rental), optionally supplemented with other related Products, as outlined in the individual Agreement.
Agreement: any offer from Botanic Silk accepted by the Customer, any order placed by the Customer, or any other legally binding arrangement between the Customer and Botanic Silk.
Product: all items (such as individual flowers, Bouquets, vases, or matching accessories) that form part of the Agreement.
Bouquet: an arrangement of multiple individual flowers, provided with or without a matching vase.
Personal Data: any information relating to an identified or identifiable natural person (the Customer) as defined by the EU General Data Protection Regulation (GDPR), explicitly including payment details.
Website: www.botanicsilk.com
Article 2 – Applicability
These Terms and Conditions govern all proposals, quotes, services, orders, deliveries, Products, and Agreements concluded between Botanic Silk and the Customer. Botanic Silk reserves the right to amend these Terms and Conditions at any time and will notify the Customer of such changes in writing. If a Business Customer holds an active Subscription, they are entitled to terminate the Agreement should the Terms and Conditions change, provided the minimum rental period has expired.
The application of any general terms and conditions provided by a Business Customer is explicitly rejected.
In the event of a discrepancy between the provisions of the specific Agreement and these Terms and Conditions, the provisions set out in the Agreement shall prevail.
Deviations from or additions to these Terms and Conditions are only valid if explicitly agreed upon in writing by Botanic Silk.
Article 3 – Offers and Formation of the Agreement
All offers and quotations provided by Botanic Silk are non-binding and may be revoked or altered at any time.
The Agreement is formed via the Website at the moment the Customer places an order, accepts an offer from Botanic Silk, or when Botanic Silk commences the execution of the order or assignment.
The Customer may not assign or transfer their rights and obligations under the Agreement or Subscription to any third party without Botanic Silk's prior written consent.
To qualify for a business Subscription featuring the premium full-service option, the delivery location must be within a 30 km radius of Eindhoven, unless mutually agreed otherwise.
Article 4 – Prices and Payment Terms
All prices listed on the Website or communicated otherwise are inclusive of VAT and statutory levies. Botanic Silk reserves the right to modify these prices. For Subscriptions, Botanic Silk may adjust the pricing during the contract term (e.g., due to an expanded floral assortment, larger Bouquets, or changes in swap frequencies). In such cases, Botanic Silk will inform the Business Customer at least 14 days prior to the price adjustment taking effect.
Promotions and special offers remain valid only while stocks last. Payments must be completed within 5 days of concluding the Agreement, strictly via the payment methods facilitated on the Website. By selecting direct debit, the Customer authorizes the designated payment provider to collect funds on behalf of Botanic Silk.
For Subscriptions (Business Customers only), recurring payments are scheduled according to the Agreement, with the first billing cycle starting on the delivery day of the initial Product. A Business Customer is strictly prohibited from suspending, setting off, or deducting any amounts from their payment obligations. Payment deadlines are strict statutory deadlines (fatale termijnen). Failure to pay the due amount on time automatically places the Customer in default.
In the event of late payment, a Consumer will be charged statutory interest, whereas a Business Customer will be charged statutory commercial interest, calculating from the day the payment deadline expired. Furthermore, Botanic Silk is entitled to charge debt collection costs:
- For a Consumer, a final electronic, cost-free reminder will be sent granting a fourteen (14) day grace period to settle the invoice without extra charges (statutory demand letter). If payment is not received, statutory collection costs will be applied.
- For a Business Customer, Botanic Silk may immediately claim reimbursement for extrajudicial collection costs according to the applicable rates, without any further notice of default being required.
Botanic Silk reserves the right to block services to the Customer for as long as a payment backlog exists.
Article 5 – Discount Codes
Promotional codes issued by Botanic Silk are strictly for personal use and may not be exploited for commercial gain or any purpose other than intended. Any fraud or unauthorized distribution will be registered and may lead to the immediate invalidation of the codes. Botanic Silk reserves the right to retroactively reclaim or offset improperly obtained discounts.
Article 6 – Delivery and Execution
Botanic Silk exclusively delivers one-off goods and services to the postal code areas listed on the Website. Delivery dates and timeframes provided are estimates and do not constitute strict deadlines.
No delivery fees apply to the first delivery of goods. For a business Subscription, any costs associated with a Bouquet exchange are included in the monthly Subscription fee.
If the Customer refuses the delivery or fails to take receipt of the goods on time for any reason, all resulting costs regarding transport, storage, and handling will be charged to the Customer.
Deliveries are made to the address provided during the ordering process. The Customer is responsible for ensuring that the Products can be handed over in person. If an in-person handover is impossible, the Customer is considered in default of receipt.
In such cases, Botanic Silk may attempt a second delivery at a later time and reserves the right to charge additional delivery fees for this service.
Botanic Silk is entitled to engage third parties to fulfill the Agreement if deemed necessary.
Estimated delivery times do not grant a Business Customer the right to terminate the Agreement or claim damages in the event of delays, unless expressly agreed otherwise in writing.
Article 7 – Samples
Should the Customer receive a sample or trial flower, this serves solely for illustrative purposes to indicate the nature of the Product. No rights may be derived from samples unless both Parties have explicitly agreed that the final Products will match the sample perfectly.
Article 8 – Ownership and Care of Subscription Flowers (B2B Only)
This article applies exclusively to Business Customers holding a Subscription (rental).
Botanic Silk retains full legal ownership of the Bouquets delivered under a Subscription at all times. The Business Customer carries a strict duty of care regarding the flowers and the vase while in their possession. It is strictly prohibited to mix real flowers, plants, or any other items with the provided Bouquets, nor may water be added.
Any damage to the flowers or vase resulting from negligence or improper use will be billed to the Business Customer.
If the Business Customer is unable to return the flowers (or parts thereof) along with the vase, regardless of their condition, they will be charged a fee equal to the current standalone retail price of that specific Bouquet. If the Bouquet is no longer sold separately, the price of a comparable Bouquet from the same collection applies. In the event of a partial loss (e.g., missing stems), Botanic Silk will charge a reasonable supplementary fee.
If the Bouquet is returned correctly but the vase or specific flowers are damaged, a reasonable additional fee will be assessed.
Upon delivery, Botanic Silk will take a photograph of the flowers and vase to document their original condition.
Article 9 – Statutory Right of Withdrawal (Consumers Only)
This article applies exclusively to Consumers (one-off sales). Business Customers are not entitled to a right of withdrawal.
The Consumer has the right to cancel an Agreement without providing any reason within fourteen (14) days after receiving the final Product, provided that:
- The Product has not been used;
- The Product is not custom-made or personalized for the Consumer;
- The Consumer has not explicitly waived their right of withdrawal.
The Consumer can exercise this right by canceling the order via the Website or by notifying Botanic Silk via info@botanicsilk.com.
Upon exercising this right, the Consumer must return the Product to Botanic Silk within fourteen (14) days of declaring their cancellation. This can be done by:
- Using Botanic Silk's delivery service;
- Using the return form provided by Botanic Silk; or
- Dropping off the Products in person at Botanic Silk's location at Stationsstraat 82A, Maarheeze.
If the Consumer correctly and fully exercises their right of withdrawal by returning the complete order, Botanic Silk will refund the full purchase amount to the original payment method within fourteen (14) days.
If the Consumer requires a full refund of the original purchase amount, the return shipping costs, set at € 15.00, shall be borne by the Consumer.
Article 10 – Minimum Rental Duration and Subscription Termination (B2B Only)
The minimum rental period for a Subscription Agreement between a Business Customer and Botanic Silk is based on the swap frequency selected by the Business Customer, commencing on the date the first periodic payment is successfully processed. Should a Business Customer wish to return the Product before the minimum rental period expires, this is permitted; however, the remaining payments due for the remainder of the Subscription term will still be collected in full by Botanic Silk.
After the minimum rental period has lapsed, the Business Customer may terminate the Subscription at any time via the Website or in writing. Botanic Silk must receive and confirm this notice of termination no later than five (5) days before the next scheduled delivery or swap.
Upon termination, the Business Customer has fourteen (14) days to return the Bouquet via Botanic Silk's delivery service, starting from the date Botanic Silk confirms the cancellation in writing. If the Bouquet is not returned within this timeframe, the termination becomes void, and the Subscription—including all associated payment obligations—will resume.
Article 11 – Complaints and Reporting Deadlines
The Customer must inspect the goods and the accompanying vase immediately upon delivery.
The following deadlines apply for submitting complaints regarding incorrect or incomplete deliveries:
- A Business Customer must submit complaints to Botanic Silk in writing within seven (7) days of receipt.
- A Consumer must submit complaints to Botanic Silk within a reasonable time after discovering the defect; a period of two (2) months is in any case considered timely.
Failure to report complaints within these deadlines voids the Customer's right to claim repair, replacement, or compensation.
If Botanic Silk deems a complaint justified, it may either replace the delivered goods or offer compensation up to the invoice amount paid by the Customer for the respective items. In such cases, Botanic Silk will retrieve the goods in question.
If a Business Customer holds a Subscription and is dissatisfied with a Bouquet received, they are entitled to a one-time Bouquet exchange for another Bouquet during the entire lifespan of the Agreement.
Article 12 – Suspension and Termination
Botanic Silk reserves the right to suspend its obligations under the Agreement or to dissolve the Agreement entirely or partially without judicial intervention if: (1) the Customer breaches any obligation under the Agreement or these Terms and Conditions; or (2) the Customer applies for a suspension of payments, is granted a moratorium, or is declared bankrupt.
Article 13 – Liability and Limitation Periods
Botanic Silk’s liability for any indirect damages—including but not limited to consequential loss, loss of profit, lost savings, loss of revenue, and missed opportunities—is strictly excluded in all circumstances.
For any direct damages resulting from a Product or service provided by Botanic Silk, Botanic Silk's liability is strictly limited to the invoice amount paid by the Customer for that specific delivery, or (if applicable) to the amount actually paid out by Botanic Silk's liability insurer in that specific instance.
Limitation of actions:
- Any claims and defenses a Business Customer may have against Botanic Silk shall expire one (1) year from the date the relevant obligation became enforceable or the damage-causing event occurred.
- For a Consumer, the statutory limitation period of two (2) years applies in the case of a consumer purchase.
The Customer indemnifies Botanic Silk against all third-party claims arising from or related to the (use of) the goods supplied by Botanic Silk.
Article 14 – Force Majeure
If either Party is prevented from fulfilling their obligations under the Agreement due to force majeure (as defined in Article 6:75 of the Dutch Civil Code), they must notify the other Party immediately in writing. Obligations will be suspended for the duration of the force majeure event, without either Party owing compensation to the other. If the force majeure situation persists for more than three (3) months, both Parties are entitled to terminate the Agreement with immediate effect, without judicial intervention and without any liability for damages.
Article 15 – Customer Data and Privacy
The Customer is responsible for supplying all accurate information required for the execution of the Agreement in a timely manner. If necessary, the Customer may update their Personal Data via the online customer service up to three (3) days prior to a delivery or swap. Updates are only effective once confirmed by Botanic Silk. The Customer guarantees the accuracy and completeness of the data provided, even if supplied by a third party, and Botanic Silk may rely entirely on this information.
To prepare, execute, and finalize an Agreement, as well as for marketing purposes, Botanic Silk processes the Customer's Personal Data. Botanic Silk maintains a Privacy Policy detailing how Personal Data is processed and outlining the Customer's corresponding rights.
Article 16 – Intellectual Property
All intellectual property rights related to the goods and services are the exclusive property of Botanic Silk. The Customer is strictly prohibited from using Botanic Silk's name and/or logo for commercial purposes or public expressions without prior written consent.
The Agreement does not constitute a transfer of any intellectual property rights to the Customer. The Customer may not copy, alter, or distribute the delivered goods, services, or accompanying documents without Botanic Silk's prior written permission.
Article 17 – Severability
If any provision in these Terms and Conditions or the Agreement is found to be void or unenforceable, the remaining provisions will continue in full force and effect. In such an event, Botanic Silk and the Customer will consult in good faith to agree on a valid replacement provision that most closely reflects the original intent and economic purpose of the invalid provision.
Article 18 – Governing Law and Jurisdiction
The Agreement and these Terms and Conditions are governed exclusively by the laws of the Netherlands. Any disputes arising out of or in connection with the Agreement and/or these Terms and Conditions will be exclusively submitted to the competent court in the district where Botanic Silk is registered, unless mandatory (consumer) law dictates the jurisdiction of another court.
