Terms and conditions

General terms and conditions of sale and delivery for business customers · Bloomissimo B.V. · Version 2 October 2026

1. Definitions

In these terms, the following capitalised words have the meanings set out below:

• Bloomissimo: Bloomissimo B.V., Ir. J.P. van Muijlwijkstraat 106, 6828 BT Arnhem, the Netherlands, Chamber of Commerce (KvK) number 94657289, VAT number NL866850454B01, hi@bloomissimo.com.
• Customer: a business acting in the course of its trade or profession that requests or receives a Quotation, orders a Sample or Showpieces, or places an Order. A Customer may be a Reseller, a business client, or both.
• Reseller: a Customer, such as a wholesaler, distributor, online shop or retailer, that buys Products from the Standard Collection for resale.
• Products: Mementos (a real preserved rose under an acrylic lid on a velvet base), hat boxes and other goods supplied by Bloomissimo, including Samples and Showpieces.
• Standard Collection: Bloomissimo's fixed editions as listed in the current price list, without changes at the Customer's request.
• Bespoke Products: Products with text, a logo, names, a velvet colour, a foil colour or any other feature chosen or designed by the Customer.
• Quotation: a quotation or price list issued by Bloomissimo.
• Sample: a prepaid physical example of a Product; for Bespoke Products, made to the Customer's design.
• Digital Proof: the digital rendering of the Bespoke Products that Bloomissimo sends for approval before the Sample is made.
• Order: the Customer's order for a production run (quantities, specification and delivery address), placed in writing (for Bespoke Products, after the Sample has been approved) and confirmed by Bloomissimo in writing.
• Production Start: the moment at which Bloomissimo, after the Order and after receiving the deposit, begins to buy, reserve or process materials for the Order. Bloomissimo gives notice of the Production Start by email or WhatsApp. The time of that notice counts as the Production Start.
• Contract: any agreement between Bloomissimo and the Customer for the supply of Products, including an order for a Sample or Showpieces and an Order.
• Showpieces: Products that Bloomissimo sells or lends for viewing or presentation.
• Imagery: photographs, videos (including the trailers), texts and other material produced by Bloomissimo about the Products.
• In writing: by email, WhatsApp message or letter.
• Minimum Order Quantity: the minimum size of an Order under clause 3.5.

2. Application

2.1 These terms apply to all Quotations, Contracts and deliveries by Bloomissimo to Customers.

2.2 These terms are intended for business customers only. They do not apply to consumers. The Customer confirms that it is acting in the course of its trade or profession.

2.3 Bloomissimo expressly rejects the application of the Customer's purchase conditions or any other terms of the Customer.

2.4 Any departure from these terms applies only if Bloomissimo has confirmed it in writing, and only to the Contract for which it was agreed.

3. Quotations, prices and formation of the Contract

3.1 A Quotation is non-binding and valid for 30 days, unless it states otherwise.

3.2 A Contract is formed as soon as Bloomissimo confirms in writing an order for a Sample, Showpieces or a production run.

3.3 Prices are in euros and exclude VAT. They also exclude import duties, import VAT and other charges in the country of destination. Where transport costs are not included in the price, they are shown separately in the Quotation.

3.4 Bloomissimo is not bound by an obvious error or mistake in a Quotation or price list. Bloomissimo may change its price list. Changed prices do not apply to Orders that Bloomissimo has already confirmed.

3.5 An Order must be for at least 500 Mementos or at least 50 hat boxes. Mementos and hat boxes each have their own minimum; they are not added together to reach a minimum. Within a single Order, the Customer may divide these quantities across editions and sizes.

4. Samples

4.1 A Sample is required for Bespoke Products. No Sample is required for an order from the Standard Collection or for a repeat order of a previously approved design, although the Customer may still order one.

4.2 A Sample costs €50, excluding VAT, including a Sample of a hat box in any size. The Customer pays for the Sample in advance, by bank transfer on receipt of the invoice. Bloomissimo arranges shipping and import of the Sample, including to other countries; these are included in the Sample price.

4.3 For Bespoke Products, Bloomissimo makes the Sample only after the Customer has approved the Digital Proof in writing (clause 5) and Bloomissimo has received payment.

4.4 Bloomissimo credits the amount paid for the Sample in full against the first Order that the Customer places within 6 months of delivery of the Sample. In all other cases, the Sample amount is not refunded.

4.5 The Customer approves the Sample in writing. If no response is received, the Sample is not deemed approved.

4.6 The approved Sample is the standard for the colour, finish and specification of the production run, subject to clause 5.5.

4.7 A paid Sample becomes the property of the Customer.

5. Digital Proof and approval

5.1 For Bespoke Products, Bloomissimo sends a Digital Proof before making the Sample, showing the text and/or logo, the placement, the foil colour and the velvet colour.

5.2 The first Digital Proof and two rounds of corrections are free of charge. For additional rounds of corrections and for design changes after approval, Bloomissimo charges a fee, which it will tell the Customer in advance.

5.3 The Customer approves the Digital Proof in writing; an email or WhatsApp message is sufficient. Without express approval, Bloomissimo will not make a Sample or start production. Silence does not count as approval. If approval is given later than agreed, the agreed dates move back accordingly.

5.4 By approving, the Customer confirms that all text is correct (spelling, names, dates, numbers, punctuation and characters in other scripts), as are the logo and the placement. Bloomissimo is not liable for errors that were visible in the approved Digital Proof. This also applies if Bloomissimo has checked the text itself or had it checked.

5.5 Colours on screen, in the 3D atelier and in photographs are indicative. Every rose is a natural product. Small differences in shape, shade and size compared with the Sample, and between individual pieces, are not a defect.

6. Payment

6.1 With the Order, the Customer pays a deposit of 50% of the order value: after the Sample has been approved or, for an Order without a Sample, on Bloomissimo's order confirmation. Bloomissimo starts production only once it has received the deposit.

6.2 The Customer pays the balance before dispatch. Bloomissimo will let the Customer know when the Order is ready for dispatch and will then send the invoice for the balance. Bloomissimo dispatches the Order once it has received the balance.

6.3 The Customer pays by bank transfer in euros, on receipt of the invoice, within 14 days of the invoice date, unless the invoice states a different term. Bank charges and currency conversion costs are for the Customer's account; Bloomissimo must receive the full invoice amount.

6.4 The Customer may not set off its payment against any claim it has on Bloomissimo, or withhold payment, even if it has a complaint.

6.5 If the Customer does not pay on time, it is in default without any notice of default being required. From the due date, the Customer then owes:

a) statutory commercial interest (Article 6:119a of the Dutch Civil Code) on the outstanding amount; b) extrajudicial collection costs, calculated in accordance with the Dutch Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten), with a minimum of €40. Bloomissimo may suspend its obligations until the Customer has paid.

6.6 If the Customer does not pay the balance within 14 days of Bloomissimo giving notice that the Order is ready for dispatch, Bloomissimo may charge storage costs. If the Customer still does not pay after a written notice of default, Bloomissimo may terminate the Contract and claim damages. Bloomissimo may set off the deposit against those damages.

6.7 If Bloomissimo has reasonable grounds to doubt the Customer's ability to pay, it may require payment of the full amount in advance, or other security, before proceeding.

7. Changes and cancellation

7.1 Before the Order. Until the Sample has been approved, or until the Order where no Sample is required, the Customer may change the design free of charge within the limits of clause 5.2, or decide not to place an Order. A paid Sample is not refunded, but it can still be credited under clause 4.4.

7.2 After the Order, before the Production Start. The Customer may:

a) increase or reduce the quantity by up to 10% at no extra cost, but not below the Minimum Order Quantity. Additional pieces are charged at the same unit price. An increase may move the delivery date back; b) change the text, colour or finish at the cost of a new Digital Proof and, where needed, a new Sample. The delivery date then moves back accordingly.

7.3 If the Customer cancels after the Order but before the Production Start, it reimburses the costs that Bloomissimo has actually incurred, such as design and account management hours, third-party costs and reserved production capacity. Bloomissimo sets these costs off against the deposit and refunds any balance within 14 days. If the costs exceed the deposit, the Customer pays the difference.

7.4 After the Production Start. If the Customer cancels after the Production Start, the full order value is payable. Changes are then possible only if Bloomissimo agrees in writing, with all costs reimbursed.

7.5 The Customer gives notice of changes and cancellations in writing. The time at which Bloomissimo receives the notice is decisive.

7.6 Bloomissimo does not take back Products, except in the case of a defect (clause 9). This applies in particular to Bespoke Products, which are made specially for the Customer, and to unsold stock held by Resellers (clause 12.3).

8. Delivery and risk

8.1 Bloomissimo delivers DAP (Incoterms® 2020) as standard, to the delivery address stated in the Order. Other delivery terms, delivery in instalments and delivery to more than one address are possible by arrangement, at the costs set out in the Quotation.

8.2 Under DAP, Bloomissimo arranges transport to the delivery address. The Customer arranges and pays for import into the country of destination, including customs clearance, import duties, import VAT and other charges, and unloads the consignment. The Customer provides Bloomissimo in good time with all information needed for export, import and delivery, such as its VAT and EORI numbers, a contact person and opening hours.

8.3 Under DAP, DPU or DDP, or where Bloomissimo otherwise arranges transport to the delivery address, Bloomissimo bears the risk of loss and damage until delivery and ships insured. Delivery takes place when the consignment is ready for unloading at the delivery address (under DPU: once it has been unloaded there). Under any other delivery term, for example where the Customer collects the Products or engages its own carrier, the risk passes on handover to the Customer or the carrier, and that handover then counts as delivery. Bloomissimo does not then insure the transport, unless agreed otherwise in writing. Bloomissimo packs the Products suitably for transport, in outer cartons and, where needed, on sealed pallets.

8.4 Delivery dates are indicative, unless Bloomissimo has expressly confirmed a date in writing as a firm deadline. A delivery date only starts to run once the deposit has been received, the Customer has supplied all the information required and, for Bespoke Products, the Digital Proof and the Sample have been approved. Any delay caused by the Customer moves the delivery date back.

8.5 Missing an indicative delivery date does not entitle the Customer to damages or to terminate the Contract. Only if the Customer has given Bloomissimo a reasonable period in writing to deliver, and Bloomissimo fails to deliver within that period, may the Customer terminate the undelivered part of the Order.

8.6 If Bloomissimo cannot deliver for a reason on the Customer's side, for example because the Customer refuses delivery, nobody is present or the address is incorrect, the risk passes to the Customer when Bloomissimo offers the consignment for delivery. The costs of storage and redelivery are then for the Customer's account.

9. Breakage, transit damage and complaints

9.1 The Customer checks the consignment on delivery: the packaging and the number of packages. It notes any visible damage to the outer packaging on the carrier's consignment note or delivery note, and photographs it.

9.2 The Customer reports breakage and other transit damage to Bloomissimo in writing within 48 hours of delivery, with photographs of the outer carton, the packaging, the shipping label and the damaged pieces. Damage that was not visible on delivery must be reported within 7 days of delivery. Any shortfall against the packing list must be reported in the same way.

9.3 The Customer keeps damaged pieces and the packaging until Bloomissimo, the carrier or the insurer has inspected them, and cooperates with that inspection.

9.4 Following a timely and substantiated report, Bloomissimo replaces the damaged pieces free of charge or credits them, at Bloomissimo's choice. Bloomissimo's liability for transit damage is limited to the invoice value of the damaged pieces.

9.5 The Customer reports other defects in writing, with photographs: defects that were visible on delivery within 7 days of delivery, and other defects within 7 days of the Customer discovering them or of the time it could reasonably have discovered them. Clause 9.4 then also applies.

9.6 If the Customer does not report within the periods set out in this clause, its rights in respect of the matter lapse.

9.7 The following are not defects:

a) natural differences between roses in shape, shade and size, and small differences compared with the approved Sample (clause 5.5); b) differences between colours on screen, in the 3D atelier or in photographs and the Product itself; c) a velvet colour made as the closest match to a Pantone colour supplied by the Customer (clause 14.4); d) errors that were visible in an approved Digital Proof (clause 5.4); e) fading caused by direct sunlight, and damage caused by water, moisture or use contrary to the care instructions; f) damage arising after delivery.

9.8 A complaint does not suspend the obligation to pay. The Customer returns Products only with Bloomissimo's written agreement.

9.9 Clauses 9.1 to 9.4 apply to transit damage that occurred while the risk lay with Bloomissimo. Where the risk has already passed to the Customer under clause 8.3 or 8.6, damage arising after that is for the Customer's account. The Customer then notes any visible damage or shortfall at handover directly on the collection or consignment note.

10. Quantity variation

10.1 A variation of up to 5% above or below the quantity ordered, rounded to whole pieces, counts as correct delivery. Bloomissimo invoices the quantity actually delivered and settles any difference on the final invoice or by credit note.

10.2 Clause 10.1 does not apply to pieces damaged or lost in transit. Clause 9 applies to those.

11. Retention of title

11.1 Products delivered remain the property of Bloomissimo until the Customer has paid everything it owes under its Contracts with Bloomissimo, including interest and costs.

11.2 Until ownership has passed, a Reseller may sell the Products in the ordinary course of its business. The Customer may not pledge the Products or use them as security in any other way. It stores them with care and keeps them identifiable as Bloomissimo's property.

11.3 If the Customer does not pay on time, Bloomissimo may recover the Products. The Customer gives Bloomissimo access for that purpose and cooperates. The costs are for the Customer's account.

12. Resale by Resellers

12.1 Resellers buy only Products from the Standard Collection, for resale in their shops and online. Bloomissimo supplies Bespoke Products only directly to the business client that orders them. A Reseller cannot order Bespoke Products for or on behalf of its customers.

12.2 Bloomissimo may give a recommended retail price. This is a recommendation only. The Reseller sets its own selling prices.

12.3 A Reseller cannot return unsold stock to Bloomissimo. This also applies if a consumer cancels a purchase from the Reseller or returns it.

12.4 Bloomissimo makes product information and care instructions available, such as: do not water, and keep out of direct sunlight and away from moisture. The Reseller:

a) passes this information on to its customers accurately and in full, in store and online; b) sells the Products in their original packaging and does not remove any brand, product or safety information; c) makes no claims about the Products that go beyond Bloomissimo's information, for example about how long a Product will stay beautiful.

12.5 A Customer has no exclusivity for any territory or channel unless Bloomissimo agrees this with it in writing. Under such an agreement, Bloomissimo may ask other Resellers not to sell actively into that territory. Selling to customers who approach a Reseller on their own initiative, including online, is always permitted.

12.6 The Customer complies with the product safety and labelling rules that apply to it in its own country, for example as a distributor or importer. If a Customer places Products on the market under its own name or brand, for example Bespoke Products bearing only its own logo, it may be treated as the manufacturer under those rules (in the EU: Regulation (EU) 2023/988, the GPSR). It is then itself responsible for the obligations that come with that role. On request, Bloomissimo will supply the product information the Customer needs for this.

13. Intellectual property, brand, imagery and trailers

13.1 All intellectual property rights in the Products, the designs and editions, the Bloomissimo name and logo, the Imagery and the 3D atelier remain with Bloomissimo or its licensors. No Contract transfers any of these rights.

13.2 A Reseller may use the Bloomissimo name and the Imagery free of charge, solely to promote and sell Bloomissimo Products: on its website and online shop, on sales platforms where it offers the Products, on social media, in its shop and in catalogues. This licence is non-exclusive and non-transferable. Use for any other products is not permitted.

13.3 The Reseller does not alter the Imagery without Bloomissimo's written permission. For example, it does not add text or other brands, and does not remove any logo. Resizing or cropping for a particular channel is permitted, provided the brand and the Product remain recognisable and the image does not become misleading.

13.4 The Customer:

a) may take its own photographs and videos of the Products in order to sell or display them; b) does not copy the Products, designs or editions, or have them copied; c) does not use the Bloomissimo name in its own trading name, domain name or account name, and does not register any trade mark or domain name that resembles it.

13.5 The licence ends when the business relationship ends. This is the case as soon as either party gives notice in writing that the relationship is ending. If the Reseller still holds stock at that point, it may continue to use the Imagery until that stock has been sold, but for no longer than 6 months after the end of the relationship. In the event of misuse or any other breach of this clause, Bloomissimo may end the licence with immediate effect.

13.6 Customers other than Resellers may use the Imagery only with Bloomissimo's written permission.

14. Logos, texts and colours supplied by the Customer

14.1 The Customer warrants that it is entitled to use the logos, names, texts and other material it supplies, and that their use does not infringe any third-party rights or the law. It indemnifies Bloomissimo against third-party claims relating to this, including reasonable defence costs.

14.2 Bloomissimo may use this material to the extent needed to perform the Contract, for example for the Digital Proof, the Sample and production.

14.3 The Customer supplies logos as .svg files. If it supplies another file type, Bloomissimo may ask for an .svg file or, after consultation, charge the cost of converting the file.

14.4 For a custom velvet colour, the Customer supplies a Pantone colour. Bloomissimo makes the velvet colour as the closest match to that Pantone colour. A difference from the Pantone colour is not a defect.

14.5 Bloomissimo may refuse material that is unlawful, infringes third-party rights or is offensive.

14.6 Bloomissimo uses photographs of Bespoke Products bearing the Customer's logo or name only with the Customer's written permission.

15. Showpieces

15.1 Showpieces are intended for viewing and presentation. The Customer does not resell them as new Products.

15.2 Purchase with credit. The Customer may buy a set of 2 to 4 Showpieces at the price in the Quotation. Bloomissimo credits that price in full against the first Order that the Customer places within 6 months of delivery of the Showpieces. Purchased Showpieces become the property of the Customer.

15.3 Loan. Bloomissimo may lend Showpieces free of charge to business contacts it knows. Loaned Showpieces remain Bloomissimo's property. The Customer returns them within 14 days of receipt, or sooner if Bloomissimo asks, undamaged and in their original packaging. During the loan, the Customer bears the risk of loss and damage. Bloomissimo invoices Showpieces that are not returned on time, or are returned damaged, at the price in the price list. Return shipping is at the Customer's expense, unless Bloomissimo includes a return label.

15.4 The Customer can also view Products by appointment at Bloomissimo, or in the 3D atelier.

15.5 The Customer may show Showpieces to its own customers and photograph them for presentations. It does not pass loaned Showpieces on to third parties without Bloomissimo's written permission.

16. Liability

16.1 Bloomissimo is liable only for direct loss, up to a maximum of the invoice value (excluding VAT) of the Order, or the part of the Order, to which the loss relates.

16.2 Bloomissimo is not liable for indirect or consequential loss, such as loss of profit, lost sales, loss caused by delay, damage to reputation, costs of events or promotions, and loss arising from claims by the Customer's customers.

16.3 Bloomissimo is not liable for loss caused by incorrect or incomplete information or materials provided by the Customer, or by errors in an approved Digital Proof.

16.4 A claim for damages lapses if the Customer has not brought it before the court within 12 months of the date on which it knew or should have known of the loss.

16.5 The limitations in this clause and in clause 9.4 do not apply in the case of intent or deliberate recklessness on the part of Bloomissimo or its management, or to the extent that the law does not permit them.

17. Force majeure

17.1 Bloomissimo is not liable if it cannot perform its obligations, or cannot perform them on time, due to force majeure. Force majeure includes: government and customs measures, strikes or disruption at carriers, failures by suppliers (including suppliers of roses and materials), extreme weather, epidemics, war, and failures of energy or internet services.

17.2 In the event of force majeure, Bloomissimo may suspend its obligations. It will inform the Customer as soon as possible.

17.3 If force majeure lasts longer than 3 months, either party may terminate the unperformed part of the Contract in writing, without either party owing damages. The Customer pays proportionately for what Bloomissimo has already delivered or made.

18. Governing law and disputes

18.1 All Quotations and Contracts are governed by Dutch law.

18.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

18.3 The parties will first try to resolve any dispute together.

18.4 The District Court of Gelderland (Rechtbank Gelderland), Arnhem location, has exclusive jurisdiction over any dispute.

19. Final provisions

19.1 These terms are available in Dutch and in English. If the two texts differ, the Dutch text prevails.

19.2 If any provision is invalid, the other provisions remain in force. The parties will then replace the invalid provision with a valid one that comes as close as possible to its purpose.

19.3 Bloomissimo may amend these terms. An amended version applies to Quotations and Contracts dated after the date of that version.

19.4 These terms are published on our website under Terms and conditions. Bloomissimo sends them with every Quotation. The Customer may also request a copy free of charge from hi@bloomissimo.com.