GENERAL TERMS AND CONDITIONS OF USE OF STOCKLIFE B.V.
Article 1. Definitions
a. Offer: A private offer to sell one or more Goods;
b. Account: the personal section on the Online Platform with the (personal) data entered by the User, or requested from the User social media account (s), that is created by the User when registering for the Service and that is managed by the User.
c. (Prospective) buyer: The legal person or natural person who (not as a Consumer) participates in an Auction, or who has received an Offer;
d. Bid: an amount offered by a (Prospective) buyer for a Lot or a combination of Lots in writing or via the website of SL, excluding Auction costs and VAT;
e. Combination lot: a combination of lots that are auctioned under an auction number;
f. Consumer: the natural person who does not act for purposes related to the exercise of a commercial, business, craft or professional activity;
g. Trustee in bankruptcy: A liquidator appointed by a court who has obtained the management and disposal of the assets belonging to a bankruptcy estate;
h. Third-party account: the third-party account held;
k. Lot: one or more goods or services that are offered for sale by an Seller on the Online Platform, whether or not under an auction number.
l. User: any natural or legal person who creates an Account, uses the Service or accesses the Online Platform without registering. Only business users who have a valid Chamber of Commerce number can register on the Online Platform of SL. The Online Platform is only intended for B2B (Business to Business) so that it is not accessible to consumers.
m. User Material: information on the Online Platform that originates from Users or is made accessible or publicly accessible by Users via the Online Platform, including – but not limited to – Lots, Lot descriptions, photos, specifications, opinions, advertisements, messages, offers and / or announcements.
n. Information: all material and all information placed by SL on the Online Platform or made accessible via the Online Platform. User material is not included.
o. Purchase Amount: In the case of Auction: the amount of the highest Bid (in the case of mining where one or more Lots are allocated to the miner plus the amount mined), plus the following amounts: the Auction costs and the sales tax owed by the Buyer. If there is no question of an Auction: the purchase price offered by the Buyer for one or more items, plus the VAT due on it;
p. Buyer: the User who concludes a Purchase Agreement with a Seller via the Online Platform.
q. Buyers’ Committee: the percentage of the Purchase Price communicated by SL on the Online Platform that the Buyer, after Allocation, owes to SL for use of the Service, excluding VAT.
r. Purchase Agreement: the purchase agreement concluded via the Online Platform between the Seller on the one hand and the (Prospective) Buyer on the other concerning a particular Lot.
s. Mining: an amount mined by an (Prospective) buyer at the auction for a Lot or a combination of Lots at auction;
t. Online Platform: the digital environment of SL that can be accessed via the internet and where users are enabled by the software developed and offered by SL to purchase the Service, such as accessible via www.stocklife.nl and others by or top level domains registered on behalf of SL, including all subdomains and subpages thereof, as well as the mobile versions of those websites, as well as all software and (mobile) applications with which the Service can be used, including on mobile devices such as smartphones and tablets.
you. Personal data: the (personal) data that must be provided to SL upon registration by an (Prospective) Buyer in order to be able to bid as an (Prospective) Buyer at an Auction and that can be traced to his or her person;
v. Reserve Price: The minimum price that a Seller wishes to receive for his Lot. The Reserve Price of a Lot can be visible on the Online Platform.
X. Allocation: the explicit statement by SL on behalf of a Seller to the (Prospective) Buyer stating that the purchased item has been definitively assigned to him against payment of the Purchase Price at an Auction. Allocation can take place by sending a (pro forma or draft) invoice;
y. Auction: the public sale of one or more Lots, whether or not online and whether or not in the context of a forced sale;
z. Online Auction: the online, automated auction of Lots by Sellers on the Online Platform.
aa. Auction costs: the auction costs stated by SL, usually expressed as a percentage of the Bid, as stated in the Lot Description (or as much more or less as SL makes known on its Auction website prior to the auction) plus the VAT due on this amount. , what amount the (Prospective) buyer after Allocation (in addition to the
Purchase price plus VAT) is payable to SL for participation in an Auction;
bb. Auction website: the Auction website with which SL offers its Auction service;
cc. Seller: the User who offers one or more Lots for sale on the Online Platform and / or
the natural or legal person who has instructed SL to sell or auction one or more Goods in the name and for the account of the Seller, whether or not as the executor;
dd. Goods: one or more goods within the meaning of Article 3: 1 of the Dutch Civil Code.
3.1 (Prospective) buyer must be of age and authorized to perform legal acts. (Prospective) buyer must be registered by SL using the Form before the start of the auction and must provide proper identification on first request, failing which he is not entitled to participate in the Auction. By completing the Form, the (Prospective) Buyer explicitly authorizes SL to use his personal data in accordance with the provisions of Article 4.
3.2 (Prospective) buyer is obliged to ensure that the data on the Form are filled in completely, correctly and truthfully and guarantees the correctness and completeness of the data provided by (Prospective) buyer. The (Prospective) Buyer must immediately inform SL in writing of any changes to this information.
3.3 The (Prospective) Buyer must demonstrate at the first request and to the satisfaction of SL that the (Prospective) Buyer is creditworthy, in the absence of which SL can deny an (Prospective) Buyer participation in an Auction.
3.4 The user name and password that the User uses at an Auction are strictly personal and may not be transferred by a User to third parties. User is responsible for keeping his username and password combination secret. If the User fears that another person knows his password, the User must immediately inform SL and the User will be able to block access to an Auction with the relevant password, without prejudice to the User’s own obligation to directly take effective measures, such as changing his password. The User always remains liable, also in the event of misuse of a password and / or a username, for all actions that take place at an Auction and the User will indemnify SL and, at the first request, indemnify SL for all damage resulting from misuse and / or use of the user’s password and / or username. SL is entitled at all times (whether or not on behalf of the Seller) to demand performance from the User of bids that have taken place through the use of the user’s password and user name.
3.5 By registering in the manner specified in Article 3.1, the User has access to an Auction and the right to act as a bidder / buyer or, as appropriate, as a provider / seller. SL reserves the right to refuse registration and / or unilaterally terminate registration and participation in an Auction.
3.6 SL reserves the right to change the registration and login procedure, the password, the username or certain User Information if it deems this necessary in the interest of SL, third parties or the functioning of the Service.
Article 4. Privacy statement
4.1 SL will use the (Personal) data of an (Prospective) buyer in accordance with the provisions of the Privacy Statement on its Auction website. An (Prospective) buyer will always consult the latest changes to the Privacy Statement when visiting the Auction website.
Article 5. General (regarding Online Platform)
5.1 The User accepts that the Service and the Online Platform only contain the functionalities and other features as found by the User at the time of use (“as is basic”). SL explicitly excludes express and implied guarantees, promises and indemnities of any kind, including but not limited to, with regard to the quality, safety, lawfulness, integrity and correctness of the Service.
5.2 The user accepts that the functionalities of the Service and the Online Platform may change.
5.3 Sellers offer Lots on the Online Platform and Users purchase these Lots directly from Sellers. SL only plays a facilitating and supporting role in this by offering an Online Platform and additional services. SL cannot control or be responsible for the quality, safety, legality or accuracy of the Lots offered, the power of Sellers to sell Lots and the power or ability of Buyers to buy Lots.
5.4 The user acknowledges and accepts the special circumstances that can play a role in an internet auction and the (technical) imperfections that may occur during this. This should include, but is not limited to, the inability to gain (full) access to the Online Platform, the inability to make a Bid or the timely delivery thereof, disruptions of or defects in the Online Platform or in the underlying hardware, network connections or software. Maintenance work on the Online Platform or on the underlying system may also stand in the way of (unlimited) access or the (timely) making of a Bid. SL is never liable for any damage suffered by the User as a result of such (technical) deficiencies.
Article 6. Offering Lots
6.1 To be able to sell Lots via the Online Platform, the User must, among other things, enter his address details in his Account.
6.2 On the basis of, among other things, the attractiveness, the rarity and the possible yield of and the expected demand for the type of Lots concerned, an assessment is made of which Lots are suitable to be sold via the Online Platform. Lots can be refused for auctions without giving a reason.
6.3 When offering Lots, the Seller must provide clear and comprehensible information about the Lot offered. It concerns in any case – but not limited to – the following materials and information: (i) A correct, complete and accurate description of the Lot offered; (ii) Information about the condition and qualification of the Lot, including whether or not it concerns a margin under the VAT legislation; (iii) One or more clear photos that accurately reflect the current state (including any defects or shortcomings), features and other details of the Lot; (iv) A possible Reserve Price (the possibility to set a Reserve Price depends on the value of the Lot); (v) An indication of the actual shipping costs; (vi) The existence and conditions of assistance to the Buyer after sale (if applicable) and any guarantees; and (vii) Any other conditions attached to the offer.
6.4 SL is not responsible or liable towards other Users for the description of Lots, including for the information and statements of the Seller referred to in Article 5.3. The seller accepts that SL can propose or make changes and additions to the description of the offered Lot. However, the Seller will have the option to check the description before the Online Auction starts, will make use of that option, guarantee that the Lot complies with the description and indemnify SL against any claim by the Buyer in connection with non-compliance to that.
6.5 The Seller guarantees that he is the rightful owner or is authorized to offer the Lots that he offers on the Online Platform and that by offering and selling a Lot he is not in violation of any laws or regulations, no rights of third parties, including rights from agreements and intellectual property rights, does not generally act fraudulently or otherwise illegally and / or fraudulently towards third parties or SL. The Seller indemnifies SL against any claims of the Buyer or third parties in relation to the lawfulness of the sale of a Lot or related to a violation of this Article 5.5 or of any damage or costs related to this. The Seller also guarantees that offering and selling the Lot is a genuine and genuine transaction. In particular, the Seller guarantees that the Lot is not offered as part of a fake transaction, which enables the Buyer and / or third parties to transfer an amount and launder the relevant money.
6.6 In some cases, SL will (automatically) provide value estimates for certain Lots. SL does not guarantee the correctness of this and therefore does not accept any liability if it appears that Lots prove to be worth more or less. SL may refuse to include a Reserve Price for a particular Lot.
6.7 SL has the right to have the texts associated with a Lot translated so that the Lots can also be offered in other countries, whether or not by using translation machines. SL may, in its sole discretion, terminate the Purchase Agreement on behalf of a User who is demonstrably disadvantaged by a translation error if no other solution can be found. This is the User’s last resort.
6.8 In the event that SL is notified of an incorrect translation of a Lot while the Lot is still part of the auction, SL may, in its sole discretion, adjust the description of the Lot or remove the Lot from the auction.
6.9 Articles 6.7 and 6.8 only apply if the lot description has been translated manually by SL. SL accepts no liability for any errors in the texts due to machine translations. The possibility to have the lot description translated automatically can be found on the page of the lot description.
6.10 Lots can be withdrawn by the Seller until they have been published on the Online Platform and are visible to other Users. After that, the conditions attached to the offer by the Seller can no longer be changed by the Seller. If, despite the foregoing, a Lot is nevertheless removed from the Online Auction at the Seller’s request, the Seller is fully liable for the damage caused thereby. At SL’s first request, the Seller (before the Lot may be removed from the auction) must provide documents, files or other evidence to substantiate his request for removal. Only when sufficient evidence has been submitted can SL, at its discretion, consult with the highest bidders and remove the lot from the auction.
6.11 For the sale / purchase of certain Lots, including – but not limited to – tobacco products, alcohol and (antique) weapons, other conditions and admission and / or (legal) age requirements apply. Users must adhere to it.
6.12 Lots are exclusively offered by the Seller on the Online Platform and will therefore no longer be offered through other sales channels. The Seller will remove Lots from other websites, including from auction platforms, online market places and (own) web stores.
6.13 The Seller accepts that he will be designated as a Professional Seller for all activities that use this account. SL is entitled to change the status of Accounts in the event that it has a reasonable reason to do so.
6.14 To be treated as a Professional Seller for VAT purposes, Professional Sellers are required to provide a valid VAT identification number to SL or, if the Seller does not have a VAT identification number, alternative evidence to the satisfaction of SL that the Seller is using the Service when carrying out commercial, business, craft or professional activities.
Article 7. Conduct of the Online Auctions
7.1 The preparation and execution of the Auction are exclusively determined by SL. This means, among other things, that SL determines the course of affairs prior to and during the Auction and has the authority, without stating reasons, to admit persons whether or not to the Auction, to exclude further participation, one or more Lots not to auction or to change (the composition of) Lots, not to acknowledge a Bid or Mining and to declare it invalid and to suspend, resume, extend or cancel the Auction and / or other measures it deems necessary to take.
7.2 The Auction will take place in the order as stated in the auction catalog. SL, however, has the right to deviate from this order.
7.3 The Auction takes place “anonymously”, that is to say with anonymous registration with assignment to the highest bidder, unless SL determines that the auction, or a part thereof, will take place “by auction” or “by auction and auction”. SL is entitled to change the auction method at any time during the Auction. Both in the case of an Auction by auction and in the case of an Auction by auction and auction, there is always only a (public) invitation on the part of SL on behalf of and on behalf of the Seller to do a offer.
7.4 The Auction can take place in cases where an enforced sale is involved and in cases where an enforced sale is not involved. In the event of an enforceable sale, the sale will take place in the presence of a notary.
7.5 SL is entitled to make video recordings with image and sound before, during and after the Auction and to use and make these video recordings available in its sole discretion.
7.7 SL has the right at all times, both before, during and after an Online Auction, to make the offering of lots by Users and the bidding by Users on Lots temporarily or permanently impossible.
7.8 SL has the right, in its sole discretion, to remove a bid in an Online Auction if necessary, for example in the event of possible misuse or fraud and in the event of a clear mistake on the part of the bidder.
7.9 SL has the right to make certain (categories of) Online Auctions or Lots and / or Bids from certain amounts, a condition for placing Bids that Users deposit an amount to be determined by SL on deposit or to other provide security for payment.
7.10 Participation in an Online Auction can take place during the period determined on the Online Platform. Users can use the “automatic bidding” function, whereby bids are made automatically without further intervention by the User up to a certain maximum set by the User. The minimum amount by which the User must raise a Bid depends on the highest Bid that is applicable at that time. The minimum bid steps are listed on the Online Platform. If a Bid is made during the last minute of the duration of the Online Auction, extra time will be added to the Online Auction.
7.11 It is possible that lots can be bid on Lots in different currencies. Bids are displayed on the Online Platform, rounded to whole currencies. This can have an effect on the amount of the minimum bid steps. The Purchase Price may also be rounded to whole currencies before it is paid to the Seller. Rounding takes place automatically up or down depending on certain predetermined limits.
7.12 Each Offer is deemed to have been made by the person through whose Account the Offer is made. With regard to the Seller, the User is therefore always personally bound to the Bids made via his Account, even if a third party makes Bids via his Account.
7.13 The Buyer acknowledges and accepts that if a Reserve Price has been included by the Seller, no Purchase Agreement will be concluded if the highest Bid is lower than this Reserve Price.
7.14 A Bid made is unconditional and irrevocable, regardless of whether the User uses the “automatic bidding” function. User cannot rely on typing errors or mistakes.
7.15 The Seller is not permitted to make a Bid on Lots that are offered by the Seller himself and / or to instruct others to make a Bid.
7.16 The Purchase Agreement is established as a result of the automatic Allocation. SL is not a party to the Purchase Agreement.
7.17 The Online Platform and / or in (e-mail) messages from SL may contain additional conditions that apply to the offering of Lots and / or the making of Bids.
Article 8. State of affairs
8.1 The (Prospective) Buyer buys Goods at once and in the condition in which they are at the time of delivery with all related benefits and burdens. Article 7:19 of the Dutch Civil Code applies, also in cases where there is no question of an enforceable sale. Pipes, cables and other connections located on purchased Goods shall only form part of the items purchased up to the first valve, fitting or applied mark, unless the law provides otherwise or is expressly stated otherwise by SL. Underground or built-in pipes, cables or other connections, unless explicitly stated otherwise by SL, are not part of the purchased item.
Article 9. Conclusion of the Purchase Agreement in the event of an Auction
9.1 In the event of an Auction, SL is entitled, without stating reasons, not to accept Bids (on behalf of a Seller). Written Bids must be made by means of a form intended and completed for this purpose and signed by the (Prospective) Buyer on which all relevant information requested by SL is stated. The (Prospective) buyer is bound by a Bid, which is deemed irrevocable and unconditional. SL, nor its employees, nor the Seller, are in any way liable for damage caused by or in connection with a Bid, unless the damage was caused by intent or gross negligence on the part of SL or the Seller or their managers and / or subordinates.
9.2 A Seller is not entitled to participate in the Auction and to make Bids if it concerns a Lot (s) offered for auction by a Seller himself.
9.3 SL is entitled to make bids and minations on behalf of third parties.
9.4 Every bid and Mijning counts as unconditional and irrevocable. Every (Prospective) buyer who makes a Bid or Mining is deemed to bid / mine for himself and is personally liable for the obligations ensuing from his / her Bid / Mining. This also applies if the (Prospective) buyer who issues the Bid or Mining declares to act on behalf of a third party.
9.5 If more than one person declares to jointly make or have made a Bid or Mining, they are jointly and severally liable for the obligations arising therefrom.
9.6 SL determines whether such a mistake has been made in making a Bid or Mining that the person who made the Bid / Mining will not be held to his Bid / Mining. (Prospective) buyers cannot derive any rights from SL’s decision in this regard.
9.7 The (Prospective) buyer who makes the highest Bid or Mining is considered a buyer after the Allocation. In the event of a difference of opinion, SL decides by way of binding advice who must be deemed to have made the highest Bid or Mining, without an (Prospective) Buyer being able to derive any rights from it.
9.8 The second highest bidder is obliged to uphold its Bid up to and including the day that the Case can be picked up or delivered in case the highest Bid is declared invalid or is not upheld, for example because the highest bidder fulfills its obligations does not or not fully comply, or because the agreement with the highest bidder is not concluded for another reason.
9.9 In the event of an Auction, the Purchase Agreement is concluded at the time of Allocation.
9.10 (Prospective) Buyer is aware that Goods are offered by SL on behalf of and on behalf of a Seller. SL only acts as a broker on behalf of and for the account of a Seller and therefore no purchase agreement is concluded between SL and an (Prospective) buyer. Only if it is not stated on the Auction website at an Auction that the sale and / or Auction
takes place on the instructions of a third party, SL is in principle deemed to be the seller to the Buyer, unless otherwise specified by SL.
Article 10. Conclusion of the Purchase Agreement outside the Auction
10.1 The offers made by SL are without obligation.
10.2 Prices quoted in quotations from SL are exclusive of VAT, customs clearance costs, import and export taxes and other taxes, taxes, duties and costs, unless stated otherwise.
10.3 If there is no Auction, the Purchase Agreement is concluded at the moment that the Offer is accepted by SL on behalf of the Seller.
Article 11. Obligation to research (prospective) buyer
11.1 The (Prospective) Buyer is given the opportunity to investigate the Goods prior to the conclusion of the Purchase Agreement.
11.2 Descriptions of the Goods and all information made by or on behalf of SL are made to the best of their knowledge and are presumed to be intended solely as an indication, without, however, SL or the Seller vouching for their correctness. If SL shows or provides a sample, model or example, even if it is at a viewing location, this is always done purely as an indication. The qualities of the Goods to be delivered may differ from the sample, model or example. (Prospective) buyers cannot derive any claims or rights from these descriptions, samples, models, examples and other information. SL has the right to correct inaccuracies in oral and written statements made by or on behalf of it and errors made (whether or not during an Auction), without (Prospective) buyers being able to derive any rights from them. SL is not liable for any inaccuracies or omissions in the description of the Goods.
The (Prospective) Buyer does not have the right to revoke a Bid or to dissolve the Purchase Agreement if it appears that the Good does not meet the description thereof.
Article 12. Payment, security, installments
12.2 After the expiry of the period referred to in Article 12.1 without full payment having taken place, the (Prospective) Buyer is legally in default.
12.3 If the (Prospective) Buyer is in default with regard to any obligation imposed on him, then SL is authorized to resell the lots publicly or privately on behalf of the Seller, without any notice or notice of default, without prejudice to any other right. (Prospective) buyer will immediately pay SL upon request, any negative balance resulting from the aforementioned new sale, the commission costs as stated by SL in the Lot description, and all damage caused by the (Prospective) buyer’s default, both on the part of from the Seller as well as from SL. From the moment of default, the (Prospective) Buyer owes an interest equal to the statutory interest + 2% on the due amount, unless the Purchase Agreement qualifies as a trade agreement as referred to in Article 6: 119a of the Dutch Civil Code. In the latter case, the statutory commercial interest as referred to in Article 6: 119a of the Dutch Civil Code is due by the (Prospective) Buyer to SL.
12.4 Payment must be made without discount or settlement, to the extent permitted by law.
12.5 SL is entitled to demand full or partial payment of the Purchase Price from the (Prospective) Buyer at or after the conclusion of the Purchase Agreement and / or to demand that security be provided for the fulfillment of his obligations towards SL or the Seller. If the (Prospective) buyer does not comply with this in the event of an Auction, SL is entitled not to acknowledge the Bid / Mining and to declare it invalid and to re-auction the purchased item or to allocate the purchased item to the second highest bidder. If the (Prospective) Buyer does not comply with this in the situation that there is no Auction, SL has the right to terminate the Purchase Agreement on behalf of the Seller. The (Prospective) Buyer is in that case legally in default and is obliged to compensate SL for the damage caused thereby, both on the part of the Seller and on the part of SL, without prejudice to SL’s other rights.
12.6 All periods to which the (Prospective) Buyer must comply must be regarded as strict deadlines, so that the (Prospective) Buyer will be in default without further notice of default being required.
12.7 Payments made by the (Prospective) Buyer always serve first to settle all interest and costs owed, and secondly to due and payable invoices that have been outstanding the longest, even if the (Prospective) Buyer states that the payment relates on a later invoice.
12.8 If SL takes collection measures against the (Prospective) buyer who is in default, the costs falling on that collection will come – with a minimum of 10% of the outstanding amount
– at the expense of the (Prospective) Buyer.
Article 13. Collection
13.1 The (Prospective) Buyer is obliged to take delivery of the purchased Goods at the place and time determined by SL and, in the absence thereof, within the period specified for this on the website of https://stocklife.nl, on presentation of a valid proof of identity. The delivery of the purchased Goods takes place through the purchase. The purchase consists of making the purchased Goods available to the (Prospective) Buyer. The risk with regard to the purchased Business is for the (Prospective) buyer from the moment of delivery. The purchase or delivery takes place under the condition precedent that the full Purchase Price and any other due amount has been paid by the (Prospective) Buyer and – in the event of the sale of one or more Goods on behalf of a Bankruptcy Trustee – under the resolutive condition that the consent is withheld from the Examining Magistrate before concluding the Purchase Agreement. If the (Prospective) buyer refuses the purchase or is negligent in providing information or instructions necessary for the purchase, the purchased Goods will be stored by SL at the risk of the (Prospective) buyer. The (Prospective) Buyer is in that case obliged to pay all additional costs, including at least storage costs, transport costs and dismantling costs, to SL, in which case SL will only deliver the Goods if and as soon as the aforementioned costs have been paid in full.
13.2 The (Prospective) Buyer must observe the necessary caution when purchasing the purchased Goods and follow instructions given by or on behalf of SL unconditionally and fully. If it is necessary in the context of the purchase to dismantle the purchased Goods, the (Prospective) Buyer must take care of this in a professional manner for his account and risk. (Prospective) buyer is not entitled to dismantle items that are attached to Goods not purchased by (prospective) buyer only after obtaining explicit written permission from SL. The (Prospective) Buyer is liable for damage caused during or in connection with the purchase of the purchased Goods and will indemnify SL and the Seller against claims from third parties in this regard. The (Prospective) Buyer is required at SL’s first request to provide security to SL in the event that damage is caused in the context of the purchase of the purchased Goods. No interest is paid on deposits paid by the (Prospective) buyer.
13.3 Contrary to the provisions of Article 13.1, delivery of the purchased item will take place through delivery of the purchased item by SL or a carrier engaged for this purpose at the address of the (Prospective) Buyer, if this is given in writing in advance.
agreed. In that case the risk of the purchased item also transfers to (Prospective) Buyer from the moment of delivery. The purchased Goods will in that case be transported at the expense of (Prospective) Buyer, who will be required to reimburse SL for the costs involved within 14 days unless otherwise indicated after receipt of an invoice.
13.4 An agreed delivery time is not a strict deadline, unless expressly and in writing is different
13.5 An agreed delivery time will only commence after the (Prospective) Buyer indicates all data, which SL indicates to be necessary, or which the (Prospective) Buyer should reasonably understand to be necessary in the context of the implementation of the Purchase Agreement. SL has provided.
13.6 SL is permitted to deliver sold Goods in parts. If the Goods are delivered in parts, SL is authorized to invoice each part separately. The provisions of the previous sentence do not apply if a partial delivery has no independent value.
Article 14. Transfer of ownership
The (Prospective) Buyer has paid the full Purchase Price and any other amounts owed by the (Prospective) Buyer, including those relating to work performed or to be performed for the (Prospective) Buyer and / or due to claims for failure to comply with the (Purchase) agreement and (ii), if the Lot (s) is / will be sold on behalf of a Bankruptcy Trustee not before the permission of the bankruptcy judge has been obtained for the conclusion of the purchase agreement. The risk of the purchased goods will automatically transfer to the (Prospective) buyer at the time of delivery or purchase or at the time when (Prospective) buyer is in default of performing an act with which he must cooperate in the delivery or purchase .
14.2 Purchased Goods that have been transferred to the (Prospective) Buyer and that are still in the hands of the (Prospective) Buyer, the Seller hereby reserves the pledge as referred to in art. 3: 237 of the Dutch Civil Code as additional security for claims that the Vendor may have on the (Prospective) Buyer for whatever reason. The authority included in this paragraph also applies to purchased Goods that have been processed or processed by the (Prospective) Buyer, as a result of which the Seller has lost his retention of title.
14.3 If the (Prospective) purchaser fails to fulfill his obligations or there is good reason to fear that he will not do so, then the Goods delivered that are subject to the retention of title referred to in paragraph 1 shall be entitled to the (Prospective) purchaser or third parties who (Prospective) buyer and / or Seller to take away or have it removed. The (Prospective) Buyer is obliged to cooperate fully in this regard on pain of a fine of 10% of the amount owed by him per day.
14.4 If third parties wish to establish or assert any right to the goods delivered under retention of title, the (Prospective) Buyer is obliged to immediately inform SL thereof.
14.5 The (Prospective) Buyer undertakes to properly insure the Goods from delivery and acceptance and to keep them properly insured against fire, explosion and water damage and against theft and the policy and the proof of premium payment of this insurance upon first request to SL to provide for inspection. The (Prospective) Buyer further undertakes to pledge to the Seller and / or SL the Seller and / or SL in the manner described in art. 3: 239 of the Dutch Civil Code, (ii) to pledge to the Seller and / or SL the claims that the (Prospective) buyer has against its buyers when reselling goods delivered under retention of title in the manner prescribed in art. 3: 239 of the Dutch Civil Code, (iii) mark the goods delivered under retention of title as the property of the Seller, (iv) cooperate in other ways with all reasonable measures that the Seller and / or SL protect their property rights with regard to the goods and which does not unreasonably hinder the (Prospective) Buyer in the normal course of its business.
Article 15. Dissolution
for the fulfillment and this security is not provided or is insufficient, or if the (Prospective) buyer is otherwise in default and does not meet his obligations under the
Purchase agreement. The (Prospective) Buyer is obliged to compensate SL for all damage caused by its default, both on the Seller’s side and on the SL side.
15.2 If circumstances arise with regard to persons and / or material that SL uses or is likely to use in the execution of the Purchase Agreement, which are of such a nature that the execution of the Purchase Agreement is impossible or so inconvenient and / or disproportionately expensive if compliance with the Purchase Agreement can no longer reasonably be required, the Seller and / or SL are entitled to terminate the Purchase Agreement, without having to pay any (damage) compensation in this regard to the (Prospective) Buyer. After transfer of ownership of the purchased items to the (Prospective) Buyer, the (Prospective) Buyer can no longer claim dissolution or cancellation of the Purchase Agreement; If a third party has an interest in the careful removal of all or part of the Case and this removal would, in SL’s opinion, jeopardize the building or cause permanent damage or for another reason the Seller and SL on behalf of the Seller have the right to the Purchase Agreement to dissolve, without being obliged to pay any compensation, by a written statement to the (Prospective) Buyer. In that case SL and the Seller are not obliged to the (Prospective) Buyer more than to repay the Purchase Price received by SL and insofar as SL has sent an invoice to the (Prospective) Buyer credit thereof by sending a credit note.
15.3 If circumstances occur prior to delivery and / or purchase, as a result of which delivery or purchase of the Goods is no longer possible as a result of force majeure on the part of the Seller or SL, for example due to fire, theft or damage due to natural disasters,
The Seller and SL on behalf of the Seller have the right to terminate the Purchase Agreement, without being obliged to pay any compensation, by means of a written statement to the (Prospective) Buyer. In that case SL and the Seller are not obliged to the (Prospective) Buyer more than to repay the Purchase Price received by SL and – insofar as SL has sent an invoice to the (Prospective) Buyer – credit thereof by sending a credit note.
Article 16. Liability
16.2 The liability of SL and / or of the Seller for indirect damage is excluded. Indirect damage is understood to mean consequential damage, loss of profit, loss of turnover, reduced goodwill, missed savings, damage due to business stagnation, damage as a result of claims by (prospective) buyers, mutilation, destruction or loss of data.
16.3 Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code, any right of claim of the (Prospective) Buyer against SL and / or the Seller expires in any case after two (2) months after the Goods have been transferred to the (Prospective) ) the buyer have been delivered or made available to the (Prospective) Buyer, unless the (Prospective) Buyer has instituted proceedings before the competent court within this period.
16.4 SL and / or the Seller do not give an indemnity to the (Prospective) Buyer for visible or hidden breaches or guarantees in relation to completeness, numbers, operation, usability, marketability, the purpose for which the (Prospective) Buyer has purchased the goods, whether or not non-existence of rights or claims of third parties and / or the possibility of transferring goods to third parties. Defects of whatever nature, give disappointed expectations of (prospective) buyer and / or acquiring third parties
no right to (damage) compensation and / or fulfillment of (Prospective) buyer or other third parties.
16.5 SL and the Seller are not liable for damage and consequential damage – personal injury or damage to an item other than the purchased item (Article 6: 190 of the Dutch Civil Code) – if the non-conformity concerns a defect in the sense of the product liability regulation in the sense of Article 6: 185 et seq. of the Dutch Civil Code.
16.6 Notwithstanding the other provisions of this article 16, the following applies to the liability of SL and the Seller: (i) SL and the Seller are not liable for damage to persons or property that arose or caused prior to the conclusion of the Purchase Agreement; (ii) SL and the Seller are not liable for damage to, caused by, or in connection with the purchased items, including the loss of the purchased items;
(iii) SL and the Seller are not liable for visible and invisible defects of
the purchased items. The (Prospective) Buyer will have to investigate this in the context of the inspection as referred to in Articles 11.1 and 11.3 of these General Terms and Conditions of Use, while the (Prospective) Buyer is furthermore obliged to provide written notice of any imperfections, defects, deviations etc. to do SL. If the (Prospective) Buyer neglects to do so, the consequences thereof will be borne by the (Prospective) Buyer; (iv) SL and the Seller are not liable for non-compliance of the purchased with European directives, legal provisions or other laws and regulations, including laws and regulations in the field of promoting the safety of employees in the workplace; (v) SL and the Seller are not liable for damage caused by and / or arising from environmentally harmful or harmful substances in or to the purchased; (vi) SL and the Seller are not liable for damage caused in the context of an internet auction as a result of computer malfunctions, including defects and / or malfunctions of hardware / software. SL and the Seller are therefore, among other things, not liable for damage if the (Prospective) Buyer is unable to make a Bid as a result of a computer failure. (vii) SL and the Seller are not liable for damage caused in the context of an internet auction as a result of any viruses or other illegal programs or files spread via the auction website. (viii) SL and the Seller are not liable for damage that is the result of incorrect, outdated and / or incomplete information, whether or not mentioned on the SL website and / or on websites that can be visited by clicking on links to other websites. stated on the SL website; and (ix) SL cannot guarantee that the Seller is actually entitled to alienate the goods and that they are not encumbered with limited rights, other restrictions or intellectual property rights of third parties. SL is not liable for damage suffered and suffered by the (Prospective) Buyer, including any consequential damage, to the extent of the Seller’s lack of disposition, limited rights, non-entitlement to alienation, other limitations and / or intellectual property rights of third parties with regard to the matters.
16.7 To the extent that exclusion of liability is permitted by law, SL and the Seller are not liable for damage caused by auxiliaries and / or auxiliary items.
16.8 (Prospective) Buyer hereby waives his rights arising from Title 1 of Book 7 of the Dutch Civil Code insofar as these provisions can be legally deviated from.
Article 17. Execution
17.1 If there is a forced sale or sale by way of summary execution, the provisions of Article 7:19 of the Dutch Civil Code apply.
Article 18. Personal data / Company data Seller / third party
18.1 The Seller and (Prospective) Buyer agree that personal data and / or company data of the Seller or a third party that may be on or in a Lot are expressly not part of the Purchase Agreement. (Prospective) buyer is obliged, if and to the extent that after an auction, there appears to be personal data and / or company data in a Lot, to immediately inform the Seller about this and, where appropriate, to give his unconditional cooperation on first request to the Seller for the delivery of these personal data. and / or company data or until they are destroyed. Subject to the aforementioned obligations, the (Prospective) Buyer will observe confidentiality with regard to this data and the (Prospective) Buyer will not be permitted to use this data (or have it used) or to have it provided to third parties or to have it provided therein to allow (have) inspected. In the event of a violation of the provisions of this article 18, the (Prospective) Buyer will owe the Seller an immediately due and payable fine in the amount of EUR 1000, without prejudice to any other right of the Seller, including but not limited to a right to compensation.
Article 19. Disclaimer
19.1 In addition to what has otherwise been agreed in writing, the (Prospective) Buyer explicitly indemnifies SL and the Seller against all future and already suffered damage and other claims from (Prospective) Buyer and third parties, caused by and / or related to visible or hidden defects, incompleteness, Incorrect numbers, disappointed expectations of third parties, incorrect operation, unusability, non-saleability of goods, not satisfying the purpose for which and / or the expectations with which the (Prospective) buyer or subsequent third parties have bought the goods , the existence of rights or claims of third parties and / or the impossibility of transferring goods to (prospective) buyer and third parties, including all consequential damage.
19.2 (Prospective) Buyer indemnifies SL and Seller against all claims from SL, Seller and third parties including among others all damage, costs, expenses and fines that third parties suffer or are due as a result of or in connection with any acts or omissions by SL or third parties engaged by it, insofar as it has been and / or will be through the performance of the agreement
are inflicted and are due to intent or gross negligence on the part of (Prospective) purchaser, the staff of the (Prospective) purchaser, third parties engaged by (Prospective) purchaser and / or suppliers.
19.3 (Prospective) Buyer indemnifies SL and Seller against all claims from SL, Seller and third parties, including among others all damage, costs, expenses and fines that third parties suffer or are due, (i) that do not concern direct damage or (ii) ) that exceed the amount referred to in Article 16.1. Furthermore, the (Prospective) Buyer indemnifies SL and the Seller against all claims from third parties as a result of an event that, on the basis of this agreement, could not result in liability from SL and / or the Seller towards the (Prospective) Buyer.
Article 20. Dispute settlement; applicable law
20.1 Contrary to the legal rules for the jurisdiction of the civil court, any dispute between the Other Party and SL and / or the Seller, if the court has jurisdiction, will be settled in the first instance by the competent court of the Court of East Brabant, seat in ‘s-Hertogenbosch. SL and the Seller, however, remain authorized to submit a dispute to the competent court according to the law or the applicable international treaty.
Article 21. Translations
Article 22. Final provisions
or in the event of a provision that has been declared invalid, in that case it will be converted by operation of law into a provision with the same scope, which must be assumed to have been included if the invalid provision had been dispensed with because of its effect, unless this would be unreasonable
towards an interested party who did not cooperate as a party.
22.4 Headings and numbering of articles are intended solely to facilitate reference to articles and will not affect the interpretation of the articles concerned.
Article 23. Contact