Commercial Terms and Conditions

Andean Valley LLC

These Standard Commercial Terms and Conditions (the “Terms”) apply to all quote requests, quotations, sales, and shipments of products supplied by Andean Valley LLC (the “Company”). By requesting or accepting a quote, placing an order, or submitting payment, the customer agrees to these Terms.

1. Quote Requests

Customers may request quotations through the Company’s online catalog or through direct communication with the Company.

Quote requests typically include:

• flower variety/product description, stem length(s), and quantity

• requested shipment (or delivery) date

• delivery location (including ZIP code)

• applicable INCOTERM (e.g., CPT or DDP)

• substitution preference (including per-variety preferences, if selected)

The Company will verify product availability and pricing with suppliers/importers and confirm logistics feasibility prior to issuing a formal quote.

The Company aims to respond to quote requests within twenty-four (24) hours, subject to supplier confirmation and logistics availability.

2. Minimum Order Quantity (MOQ)

Minimum Order Quantity (“MOQ”): five hundred (500) stems (five (5) boxes) per shipment (an “Order”). MOQ applies to each scheduled shipment date and destination.

Orders that do not meet the MOQ may be accepted only with the Company’s prior written approval. If the Company elects to accept a below-MOQ order, the Company may (in its discretion) adjust pricing, packaging, or logistics charges to reflect the operational costs of fulfillment.

3. Quote Validity

Quotes issued by the Company are valid for twenty-four (24) hours from issuance unless otherwise stated in writing.

Quotes for large or event-related orders may remain valid for up to forty-eight (48) hours at the Company’s discretion, if stated on the quote.

Orders confirmed and/or paid after the quote validity period may be subject to revised pricing, revised availability, or re-quotation.

Quote validity is measured from the timestamp shown on the issued quote (local time of issuance).

4. Order Confirmation

4.1 Acceptance. A customer may accept a quote only within the applicable quote validity period and only by (i) written acceptance (including electronic acceptance through the Company’s catalog/quote system) and (ii) acceptance of these Terms.

4.2 Payment and confirmation. Unless otherwise agreed in writing, all orders are prepaid. An order is “Confirmed” only when:

(i) the customer has accepted the quote and these Terms; and

(ii) the Company has received and confirmed cleared funds (or confirmed card authorization/settlement); and

(iii) the Company has issued written confirmation of the order (including by email or system confirmation).

4.3 Company right to decline or re-quote. The Company may decline, amend, or re-quote any order request (including after customer acceptance) if product availability, supplier confirmation, logistics feasibility, INCOTERM requirements, compliance constraints, or payment verification cannot be satisfied on commercially reasonable terms.

4.4 Late payment. If payment is not received and confirmed within the quote validity period, the quote expires and any subsequent acceptance or payment will be treated as a new request subject to re-quotation under Section 3 and potential price adjustment under Section 7.

5. Order Cancellation, Changes, and No-Shows

5.1 Order Cancellation

5.1.1 Procedure. All cancellation requests must be submitted in writing (email or other written electronic message) and must reference the applicable quote/order number. A cancellation request is not effective unless and until the Company provides written confirmation of acceptance of the cancellation.

5.1.2 Cancellations at least 7 days before scheduled shipment/pickup. If a cancellation request is received and confirmed by the Company at least seven (7) calendar days prior to the scheduled shipment (or pickup) date, the Company will, in its discretion, issue (i) a refund or (ii) an account credit for future orders, in each case net of any non-recoverable costs already incurred (including supplier commitments, handling, packaging/labeling, and logistics scheduling costs).

5.1.3 Cancellations within 7 days of scheduled shipment/pickup. If a cancellation request is received fewer than seven (7) calendar days prior to the scheduled shipment (or pickup) date, the order is not eligible for a refund. Amounts paid may be applied as an account credit only to the extent the Company is able to mitigate and recover product and transportation costs from suppliers and logistics providers; any unrecoverable costs will be deducted.

5.1.4 No cancellations once product is cut/harvested window. Customer acknowledges that flowers are typically cut/harvested approximately two (2) to three (3) days prior to shipment. Once cutting/harvesting has occurred (as determined by the Company based on supplier confirmation), the order may not be cancelled and will be treated as a late cancellation and/or a failure to receive delivery under Section 5.3, and is not eligible for a refund.

5.1.5 No cancellations after tender to carrier. Orders cannot be cancelled once the product has been released to, tendered to, or accepted by the carrier/logistics provider, or has entered transit.

5.2 Order Changes

5.2.1 Procedure; written confirmation required. All change requests (including changes to variety, stem length, quantity, shipment date, delivery address, or CPT/DDP selection) must be submitted in writing and are not effective unless and until the Company provides written confirmation. Any approved change may require re-quoting and repricing based on current availability and costs.

5.2.2 Changes at least 7 days before scheduled shipment/pickup. The Company may, in its discretion, accommodate change requests received and confirmed at least seven (7) calendar days prior to the scheduled shipment (or pickup) date, subject to supplier availability and logistics feasibility. Pricing may be adjusted accordingly.

5.2.3 Changes within 7 days of scheduled shipment/pickup. Changes requested fewer than seven (7) calendar days prior to shipment (or pickup) are not guaranteed. If the Company cannot accommodate a change request, the order will remain as Confirmed. If the customer elects not to proceed with the Confirmed order, such request will be treated as a cancellation and governed by Section 5.1.

5.2.4 No changes once product is cut/harvested window. Once cutting/harvesting has occurred (typically two (2) to three (3) days prior to shipment, as determined by the Company based on supplier confirmation), the order may not be changed. Any request to change during this window that results in refusal or non-acceptance will be treated as a failure to receive delivery under Section 5.3.

5.2.5 Substitution preferences. If the customer selected substitution preferences per variety in the quote request, the Company may apply substitutions within those preferences when the originally requested item is unavailable. If “no substitution” was selected, unavailable items may be removed from the order.

5.3 No-Shows; Failure to Receive Delivery

Failure to accept delivery, refusal of delivery, inability to receive delivery at the designated location/time, or failure to collect an order on the scheduled pickup date—whether occurring before or after the product is cut/harvested—will be treated as a late cancellation. Such orders are not eligible for a refund, and any credit issued (if any) will be solely at the Company’s discretion and net of unrecoverable costs.

5.4 Deposits and Prepaid Amounts

5.4.1 Prepayment default. Unless otherwise stated in writing, orders are prepaid. Refunds and credits (if any) are governed by Sections 5.1–5.3 and are subject to deductions for non-recoverable costs incurred by the Company (including supplier commitments, handling, packaging/labeling, and logistics scheduling costs).

5.4.2 Deposits (if accepted). If the Company agrees in writing to accept a deposit in lieu of full prepayment, the deposit will be applied to the order total. If the order is cancelled or materially changed, the deposit will be refundable or creditable only to the extent the Company is able to mitigate and recover costs from suppliers and logistics providers, and will be net of any non-recoverable costs incurred by the Company.

5.4.3 Processing fees and third-party charges. Any refund or credit issued will be net of non-refundable third-party charges actually incurred in connection with the order (including, where applicable and permitted by law, payment processing fees).

5.5 Practical Notes and Clarifications (operational)

5.5.1 Event/holiday orders. Orders intended for holidays, peak seasons, or events (including but not limited to Valentine’s Day, Mother’s Day, and major wedding/event weekends) may be subject to stricter cancellation/change terms, which will be specified in the applicable quote or order confirmation and will control in the event of any conflict.

5.5.2 Credit card processing fees. If payment is made by credit card, any refund or credit issued will be net of non-refundable payment processing fees or third-party charges where applicable and permitted by law.

5.5.3 Mitigation and cooperation. The Company will use commercially reasonable efforts to mitigate losses where feasible; the customer agrees to cooperate promptly with any mitigation options proposed by the Company (including substitutions or rescheduling where feasible).

5.5.4 Definitions. “Confirmed” means accepted in writing by the Company as described in Section 4.2. “Scheduled shipment date” means the ship date stated on the quote/order confirmation, which may be adjusted due to supplier or logistics constraints consistent with these Terms.

6. Product Availability and Substitution

Availability of fresh flowers depends on harvest conditions and supplier inventory.

If the requested variety, grade, or stem length becomes unavailable, the Company may offer a comparable substitution consistent with the substitution preferences selected by the customer in the quote request.

If the customer selected “no substitution” for an item, or if the customer declines a proposed substitution, the Company may remove the unavailable item from the quote/order (with an adjustment to the total), or re-quote the order.

7. Price Adjustment

Quoted prices are based on supplier availability and logistics costs at the time the quote is issued.

If an order is Confirmed and/or paid after the quote validity period, the Company reserves the right to adjust pricing prior to shipment to reflect current supplier pricing, logistics costs, or market conditions. If the customer does not accept the revised pricing, the order will not be Confirmed.

8. Payment Terms

Unless otherwise agreed in writing, all orders are prepaid.

Accepted payment methods include:

• ACH transfer

• bank wire transfer

• credit card

Quoted prices reflect the Company’s standard pricing applicable to credit card payments. Customers who pay by ACH transfer or bank wire transfer may receive a three percent (3%) cash payment discount.

The 3% cash payment discount is applied to the quoted subtotal and is available only for payments received as cleared funds by the Company.

Orders are processed only after payment confirmation.

9. Shipping and Delivery

Products are transported using independent third-party logistics providers, including refrigerated transportation services.

Delivery timelines are estimates and may be affected by:

• weather conditions

• airline/cargo delays

• customs inspections or holds

• transportation disruptions

The Company is not responsible for delays or service failures caused by third-party logistics providers or other events outside the Company’s reasonable control.

Shipments are made under the applicable INCOTERM specified in the quote (typically CPT or DDP). The allocation of responsibility, costs, and risk shall be determined by the stated INCOTERM.

10. Transfer of Risk; Inspection on Delivery

Risk of loss transfers in accordance with the applicable INCOTERM stated in the quote.

Customers must inspect shipments immediately upon delivery (or pickup). Any issue that may give rise to a claim must be documented and reported within the Claim Window stated in Section 14.

11. Handling and Conditioning of Fresh Flowers

Customers are responsible for proper handling and conditioning upon delivery to ensure product longevity. Best practices include:

• immediate unpacking upon arrival

• trimming stems before hydration

• placing flowers in clean water with an appropriate hydration solution

• storing flowers at appropriate refrigeration temperatures

• avoiding exposure to heat or direct sunlight

Vase life and product longevity depend on post-delivery handling conditions outside the Company’s control; accordingly, the Company does not guarantee vase life.

12. Bloom Stage

Flowers may be shipped in different bloom stages depending on harvest timing and transportation requirements. Products shipped over longer distances may be shipped and/or arrive in tighter bloom stages to preserve longevity and ensure proper opening after hydration.

13. Natural Variation

Flowers are natural agricultural products. Variations in color tone, bloom size, stem length, and foliage may occur and do not constitute product defects.

14. Claims

Any claim related to shipment condition or product quality must be reported within twenty-four (24) hours of delivery (the “Claim Window”).

Claim submissions must include reasonable supporting documentation, including:

• clear photographs of the affected product

• photographs showing the affected units together (group shots)

• shipment information and clear photographs of each relevant label

• a description of the issue and quantity affected

If a claim is timely, adequately supported, and validated by the Company, the Company may, in its discretion, provide replacement product (if available) or an account credit. Refunds are not guaranteed.

15. Limitation of Liability

The Company’s liability for any claim related to a shipment shall not exceed the purchase price of the affected product(s).

The Company shall not be liable for indirect, incidental, consequential, or special damages, including lost sales, event cancellations, or business interruption.

16. Force Majeure

The Company shall not be liable for delays or failure to deliver caused by events beyond its reasonable control, including:

• weather events

• transportation disruptions

• harvest conditions

• customs delays

• supply chain interruptions

17. Governing Law

These Terms and all transactions shall be governed by the laws of the State of New Mexico, United States.

The Terms above outline the terms and conditions for the sale of Andean Valley LLC's products.