B2B PLATFORM & PURCHASE TERMS & CONDITIONS

PLATFORM TERMS & CONDITIONS
For use of the Beluga Auctions Platform by Buyers and Sellers

BELUGA AUCTIONS

Version: July 2024

Platform Terms & Conditions

We are Beluga Auctions, a brand of BuyBay B.V. BuyBay is a tech company that helps e-tailers, manufacturers and distributors to sell and buy returned products and overstock goods to/from other professional parties (B2B). Also if the goods have traces of use or other irregularities. Embracing sustainability, BuyBay has developed online platform Beluga Auctions (the Platform) on which these goods can be auctioned (the Services). Please find more information about our Services on the website of our Platform: www.beluga-auctions.com.

Please note: only parties that act in a commercial or professional capacity, for purposes related to trade, business, craft or other professional activities can make use of the Services. Consequently, Buyers on our Platform cannot be considered a consumer (consument), nor can any purchase via our Platform be considered a consumer purchase (consumentenkoop).

These Terms & Conditions (Platform Terms) apply to the use of the Platform. BuyBay offers its Services under the condition that Buyer and Seller accept these Platform Terms.

1. DEFINITIONS
   1. BuyBay: BuyBay B.V. a limited liability company incorporated under the laws of the Netherlands, with its registered office is at Bijsterhuizen 2514D, Wijchen, the Netherlands and registered with the Dutch Chamber of Commerce under registration number 62831747. 
   2. Buyer: the commercial or professional legal entity that created an Account on the Platform with the purpose to buy Goods via the Platform.
   3. Seller: the commercial or professional legal entity that offers and sells Goods via the Platform. BuyBay and Seller may agree on terms additional to these Platform Terms in separate agreements.
   4. Account: the Account on the Platform that Buyer has created, which is accessible for Buyer via the Login Credentials.
   5. Lot: a specific offer consisting of Goods, whether or not in bulk, made by Seller on the Platform.  
   6. Goods: returned and overstock goods (also if the goods have traces of use or other irregularities) that are offered by Seller via the Platform.
   7. Claim Form: the form available on the Platform that Buyer is required to fill in in the event Buyer has not received a purchased Lot or the Lot is not in accordance with the Description. The Claim Form provides Buyer with the possibility to request for return of such Lot and termination of the Purchase Agreement.
   8. Purchase Terms: terms & conditions that apply to every Purchase Agreement (as defined in Clause 4 of the Platform Terms) entered into by Buyer and Seller via the Platform.
   9. Platform Agreement: the agreement entered into by Seller and BuyBay, on the basis of which Seller authorizes BuyBay to act on its behalf and to enter into a Purchase Agreement with Buyer on behalf of Seller.

Other definitions – recognizable by use of a capital letter at the beginning - may also be explained in-text in the below.

2. ACCOUNT
    
   1. To be able to use the Platform, Buyer must create an Account. In order to create an Account, Buyer must inter alia provide its e-mail and corporate information, among which, a VAT-number and a postal address in a member state of the European Union.
   2. After Buyer has created an Account, BuyBay will evaluate whether Buyer meets all requirements and whether Buyer will actually get access to the Platform. BuyBay will inform Buyer about this within a reasonable term, usually within 3 days after creating the Account. On the basis of the assessment, BuyBay is able to guarantee a certain level of trustworthiness of parties participating in the online auction, in the interest of Sellers.
   3. If Buyer is granted access to the Platform, Buyer must choose a strong password. The e-mail address and chosen password, together, form the Login Credentials.
   4. Buyer may not allow use of its Account by any other party or person, except for a party or person that is authorized to represent Buyer. Buyer is fully responsible for non-disclosure of its Login Credentials and the use of its Account.
   5. Every Buyer may create one (1) Account on the Platform. If, for whatever reason, the Account is blocked or deleted, Buyer is no longer entitled to use the Platform.
   6. BuyBay is entitled at all times to suspend, block or delete the Account of any Buyer, for example in the case of contravention of one or more of the applicable terms, fraud, disruption of a proper functioning of the Platform or if the Account, in the opinion of BuyBay, can be harmful for the reputation of BuyBay or third parties. BuyBay furthermore has the right to refuse or to block an Account if the Account can be linked to (a bank account number which is linked to) an Account or Buyer that is already blocked. Buyer is not entitled to any compensation by BuyBay in connection with the suspension, blocking or deletion of the Account by BuyBay and Buyer hereby waives any right to any compensation of damages.
   7. Buyer agrees to only provide correct and complete information when creating an Account on the Platform. Buyer is responsible for the accuracy of the data in its Account. BuyBay cannot be held liable for any damages or other costs incurred by Seller in the event Buyer provides incorrect or incomplete information.
   8. Buyer must, at all times, act in accordance with the guidelines and instructions of BuyBay with regard to creating an Account and using the Platform.
   9. BuyBay is entitled, at all times, to no longer make available certain functionalities of the Account on the Platform, not to grant an Account or to demand additional requirements for granting an Account.
   10. Buyer and Seller communicate via BuyBay only. Buyer nor Seller is not entitled to share contact details (e.g., phone number or e-mail address) with each other in order to communicate independently of BuyBay off the Platform. 

3. AUCTION SYSTEM, DESCRIPTION OF GOODS
    
   1. On the Platform, every Lot is sold by an auction in which every Buyer can participate.
   2. Every Lot offered on the Platform is accompanied by a description and/or pictures that describe the Lot as accurate as possible, for which Seller is responsible (the Description).
   3. Buyer may place a Bid on the Lot within the time frame set for that purpose (the Time Frame). A Bid placed by Buyer is binding. BuyBay is entitled to define further requirements for placing a bid.
   4. The highest Bid made on the Lot within the Time Frame qualifies as the Winning Bid as soon as the Time Frame elapses.

4. PURCHASE AGREEMENT
    
   1. A purchase agreement between Buyer and Seller is concluded automatically at the moment that a Bid becomes a Winning Bid on the Platform (the Purchase Agreement). Buyer hereby acknowledges that the Purchase Terms apply to every Purchase Agreement that is concluded via the Platform.
   2. The Purchase Terms are provided to Buyer via the Platform before placing a Bid on a certain Lot. Buyer can only place a Bid after accepting the Purchase Terms.
   3. A Bid can only qualify as Winning Bid when such Bid falls within the price range that is determined by BuyBay’s software. Buyer and Seller are not entitled to agree on a purchase price for the Lot that deviates from the Winning Bid. 
   4. Buyer is charged with an additional fee per pallet (EURO-pallet) in each auction. This is calculated and added once the bid has been one and the auction invoice has been shared.
   5. BuyBay acts as a commercial agent for Seller and is, on the basis of the Platform Agreement, authorized to act on behalf of Seller. The Purchase Agreement is concluded at the expense and risk of Seller. BuyBay is under no circumstance a party to the Purchase Agreement.
   6. Buyer and Seller are responsible for executing the Purchase Agreement. Buyer and Seller indemnify BuyBay for any claim or liability that may arise in respect of the execution of the Purchase Agreement.
   7. Buyer and Seller are obliged to execute the Purchase Agreement in accordance with applicable legislation and regulations, the Purchase Terms and these Platform Terms. 

5. AFTER SALES
    
   1. Following the conclusion of a Purchase Agreement, BuyBay facilitates After Sales, namely communication and Payment between Buyer and Seller and the settlement of returns, if applicable.
   2. Seller is responsible for transportation of a Lot to Buyer. BuyBay may provide additional services such as packaging and transportation pursuant to a separate agreement with Seller.
   3. After Sales are for the account and risk of Seller.  
   4. In the event of a dispute between Buyer and Seller (for example about whether or not a Lot has been shipped or returned), Buyer and Seller must resolve this among themselves. If Buyer and Seller cannot jointly resolve the matter, BuyBay may, entirely without obligation, act as mediator (bemiddelaar). Buyer and Seller indemnify BuyBay for any claims for compensation of damages by virtue of any act or decision by BuyBay as mediator.
       
6. OBLIGATIONS OF SELLER
    
   1. Seller is held to guarantee that the Goods covered by the Lot:
      1. Are the sole property of Seller and that Seller is authorized to offer these Goods for sale and to dispose of these Goods;
      2. Are not counterfeit Goods and do not infringe any third party’s (intellectual property or other) rights;
      3. Function properly and do not have any defects, unless this is specified;
      4. Are in accordance with the Description given with the Lot;
      5. Are of the quality guaranteed by Seller in the Description;
      6. Are not offered by means of product information that causes infringement of any (intellectual property) rights of BuyBay or third parties.
   2. Seller is responsible for timely shipment of the Lot to Buyer after Payment by Buyer.
   3. Seller and Buyer indemnify BuyBay for all damages or claims against BuyBay as a result of non-compliance of Seller under this clause.

7. PAYMENTS AND OWNERSHIP
    
   1. If the Purchase Agreement is concluded, BuyBay shall provide Buyer with a payment overview on behalf of Seller, requesting payment of the Winning Bid.
   2. Buyer pays the Winning Bid by wire transfer to BuyBay’s bank account within 3 days (the Payment).
   3. After the Payment is received by BuyBay, BuyBay confirms such Payment to Seller within 3 days, after which Seller starts shipping the Goods to Buyer.
   4. Buyer is not entitled to make a Payment directly to Seller. In such case, Seller will refund the amount received to Buyer and inform Buyer that Payment may only take place via BuyBay.
   5. Ownership of the Lot will be transferred from Seller to Buyer at the time that:
      1. Buyer has made the Payment; and
      2. Buyer has received the Goods.

8. RESTRICTIONS AND PENALTIES
    
   1. Buyer acknowledges that restrictions may apply to further trade of the Goods auctioned by the Lot (Restrictions). For example, territorial Restrictions, present data carriers in the Lot that might still contain (personalized) Data or the origin of the Lot being customer returns or overstock. Buyer is solely responsible for the volume (Lot) purchased including these called Restrictions.
   2. Any Restrictions and penalties following the non-compliance with Restrictions shall be specified clearly by Seller in the Description of the Goods.  
   3. In the event that Buyer does not comply with any Restrictions, it will forfeit a penalty per (part of the) day on which the violation occurs.

9. RETURNS AND CANCELLATIONS
    
   1. Buyer waives all rights to return the Lot and to rescind, annul or terminate the Purchase Agreement (Termination), unless one of the following situations applies:
      1. Buyer has not yet received the Lot within forty (40) days after confirmation of BuyBay that the purchased Lot has been shipped to Buyer, without Seller being able to prove such shipment;
      2. The Lot received by Buyer is not in accordance with the Description, when the Goods covered by the Lot:
         1. have significant and unmentioned damages or defects;
         2. deviate in size and/or quantity for more than 5% than the size and/or quantity that is stated in the Description; or
         3. otherwise differ significantly from the Description.
   2. In the event a situation occurs as described under paragraph 1 of this clause, Buyer can request return of the Lot and Termination of the Purchase Agreement by submitting the Claim Form to BuyBay and Seller within three (3) days after receipt of the Lot (the Return Request).
   3. Approval of the Return Request must be given by BuyBay or Seller and shall not be unreasonably withheld.
   4. After approval of the Return Request, Buyer must return the Lot within five (5) days after such approval to Seller. The costs for return will be borne by Buyer.
   5. The Payment of the Lot paid by Buyer will be refunded by BuyBay as soon as possible after the return shipment, but no later than within fourteen (14) days after approval of the Return Request by Seller or BuyBay.
   6. If Buyer submits a Return Request, Buyer himself is responsible for delivery of documentary evidence (photographs and written documents) to show that the Lot is not in accordance with the Description.

10. PRIVACY
     
    1. Several types of data will be processed when Buyer uses our Services. Insofar as personal data are concerned, BuyBay will only process these data as laid down in the Privacy Policy.
    2. The Platform also records non-personal data. BuyBay may use these data to monitor the Platform, for analysis purposes and to improve its services.

10. INTELLECTUAL PROPERTY
     
    1. BuyBay is the exclusive owner of all current and future intellectual property rights, such as, but not limited to, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, licenses, domain names, know-how, intellectual property rights and processes (the Intellectual Property Rights) in respect of the Platform and the underlying code.
    2. Buyer obtains a non-exclusive, non-transferable and non-sublicensable license for use of the Platform in accordance with these Platform Terms.
    3. Buyer guarantees to be the exclusive owner of all Intellectual Property Rights to the information that Buyer shares on the Platform, such as, but not limited to, photographs and descriptions of Goods.
    4. BuyBay will be granted a non-exclusive license by Buyer to use any materials provided by Buyer to BuyBay. BuyBay may also use this information in communications and advertisements in all media for the range offered on the Platform. Buyer guarantees to be authorized to grant this license to BuyBay, without infringing applicable legislation and regulations or the rights of third parties.

11. LIABILITY
     
    1. Buyer and Seller are fully responsible and liable for their own use of the Platform.
    2. Buyer and Seller fully indemnify BuyBay for any damages or costs of whatever nature arising in relation to the Platform Terms.
    3. BuyBay acts as a commercial agent for Seller only and is not liable for any acts or omissions of Seller or the fulfilment of Seller’s obligations to Buyer under the Purchase Agreement (including but not limited to the manner on which the Purchase Agreement is executed by Seller).
    4. In their activities under these Platform Terms and the Purchase Agreement, Buyer and Seller are obliged to fully comply with all the applicable privacy legislation and regulations and indemnify BuyBay for any damages or costs of whatever nature related thereto.
    5. Buyer and Seller are each solely responsible for the technical operation and maintenance of their internet connection, internal network, and all other systems that are relevant or necessary for undisturbed use of the Platform.
    6. Unless there is intent or deliberate recklessness on the part of BuyBay, BuyBay is not liable in any way for Buyer's or Seller’s damages or costs of whatever nature related to the use of the Platform, the Account, the information shared on the Platform or in relation to the Goods, such as, but not limited to, damages and costs due to the lack of a proper functioning of the Platform, technical faults and unlawful information on the Platform.
    7. Nothing in these Platform Terms excludes the liability of BuyBay further than is legally permitted. Should BuyBay be liable towards Buyer or Seller, this liability would be limited to 10% of the Platform Fees (as defined in the Platform Agreement) paid during the calendar year in which the liability-causing event took place.

12. MISCELLANEOUS
     
    1. BuyBay is entitled, at all times, to amend these Platform Terms, including any eventual attachments. The amended Platform Terms will be in force from the time that they are posted on the Platform. A notification of this will be shown in the Account or on the Dashboard to Buyer and Seller respectively. If Buyer and/or Seller then continue to make use of the Platform, they thus accept the amended Platform Terms. If Buyer and/or Seller do not want to accept the amended Platform Terms, Buyer and/or Seller can respectively delete their Account or terminate the Platform Agreement.
    2. The invalidity or unenforceability of any provision of these Platform Terms shall not affect the validity or enforceability of any other provision in it. The invalid provision shall be deemed to be replaced by a valid and enforceable provision that complies with the objectives of BuyBay as much as possible.

13. APPLICABLE LAW AND COMPETENT COURT
     
    1. These Platform Terms shall be governed by and construed in accordance with the laws of the European part of the Kingdom of the Netherlands.
    2. All disputes arising out of or in connection with these Platform Terms shall be exclusively submitted to the competent court in Amsterdam.

PURCHASE TERMS & CONDITIONS

For the conclusion of purchase agreements via the Beluga Auctions Platform by Buyers and Sellers

BELUGA AUCTIONS

Version: November 2023

Purchase Terms & Conditions

These Terms & Conditions (Purchase Terms) have been drafted by BuyBay in its capacity as commercial agent (handelsagent) of Sellers and shall apply to every Purchase Agreement concluded through the Platform (capitalized terms are defined below).

The Purchase Agreement is concluded between two parties: Buyer and Seller. BuyBay is not a party to the Purchase Agreement. The Purchase Agreement is concluded automatically at the moment that a Bid becomes a Winning Bid on the Platform.

Seller accepts the Purchase Terms upon entering into a Platform Agreement with BuyBay. The Purchase Terms are provided to Buyer before placing a Bid. Buyer can only place a Bid after accepting the Purchase Terms.

1. DEFINITIONS
   1. BuyBay: BuyBay B.V., a limited liability company incorporated under the laws of the Netherlands, with its registered office is at Bijsterhuizen 2514D, Wijchen, the Netherlands and registered with the Dutch Chamber of Commerce under registration number 62831747.
   2. Platform: Beluga Auctions, the online platform developed by BuyBay, on which Goods can be auctioned by Sellers and purchased by Buyers, on a business-to-business basis.
   3. Website: the website of the Platform: www.beluga-auctions.nl.
2. Buyer: the commercial or professional legal entity that created an Account on the Platform with the purpose to buy Goods via the Platform.
3. Seller: the commercial or professional legal entity that offers and sells Goods via the Platform. BuyBay and Seller may agree on terms additional to these Platform Terms in separate agreements.
4. Account: the Account on the Platform that Buyer has created, which is accessible for Buyer via the Login Credentials.
5. Lot: a specific offer consisting of Goods, whether or not in bulk, made by Seller on the Platform.  
6. Goods: returned and overstock goods (also if the goods have traces of use or other irregularities) that are offered by Seller via the Platform.
7. Bid: a binding bid, placed by Buyer on a Lot offered by Seller on the Platform, within the time frame set for that purpose.
8. Winning Bid: the highest Bid on the Lot within the particular time frame, as soon as the time frame is elapsed.
9. Platform Terms: terms & conditions that apply to the use of the Platform and the services offered by BuyBay, which have been accepted by Buyer and Seller prior to the use of the Platform.
10. Purchase Agreement: the agreement concluded between Buyer and Seller at the moment a Bid becomes a Winning Bid, to which these Purchase Terms apply. The Purchase Agreement concerns the sale and purchase of Goods offered by Seller as set out in the Description accompanying a Lot.
11. Platform Agreement: the agreement entered into by Seller and BuyBay, on the basis of which Seller authorizes BuyBay to act on its behalf and to conclude the Purchase Agreement on behalf of Seller.

Other definitions – recognizable by use of a capital letter at the beginning - may also be explained in the Platform Terms.

2. GENERAL PROVISIONS
    
   1. The Purchase Terms which include a Buyer’s fee are applicable to any Purchase Agreement that is concluded via the Platform between Buyer and Seller.
   2. The Purchase Terms are provided to Buyer via the Platform before placing a Bid on a certain Lot. Buyer can only place a Bid after accepting the Purchase Terms. Seller accepts the Purchase Terms upon entering into the Platform Agreement with BuyBay. The Purchase Terms are also available on the Website.
       
3. PURCHASE AGREEMENT
    
   1. The Purchase Agreement is concluded automatically at the moment that a Bid becomes a Winning Bid on the Platform.
   2. BuyBay acts as a commercial agent (handelsagent) for Seller and is, on the basis of the Platform Agreement, authorized to act on behalf of Seller. The Purchase Agreement is concluded at the expense and risk of Seller. BuyBay is under no circumstance a party to the Purchase Agreement.
   3. Ownership of the purchased Goods or Lot(s) will be transferred from Seller to Buyer when (1) BuyBay has received Buyer’s payment and confirmed the receipt thereof to Seller and (2) Buyer has received the purchased Goods or Lot(s) in accordance with the Platform Terms.
   4. The Purchase Agreement includes the After Sales, as referred to in Clause 5 of the Platform Terms.
   5. Buyer and Seller are responsible for executing the Purchase Agreement. Buyer and Seller indemnify BuyBay for any claim or liability that may arise in respect of the execution of the Purchase Agreement.
   6. In the event of a dispute between Buyer and Seller with respect to the execution of the Purchase Agreement, Buyer and Seller must resolve this among themselves. If Buyer and Seller cannot jointly resolve the matter, BuyBay may, entirely without obligation, act as mediator (bemiddelaar). Buyer and Seller indemnify BuyBay for any claims for compensation of damages by virtue of any act or decision by BuyBay as mediator.
   7. Buyer and Seller are obliged to execute the Purchase Agreement in accordance with applicable legislation and regulations, the Platform Terms and the Purchase Terms.

4. RIGHTS AND OBLIGATIONS BUYER
    
   1. By placing a Bid, Buyer agrees to execute the Purchase Agreement to the best of its ability and accepts full responsibility with respect thereto.
   2. Payments by Buyer shall be made in accordance with the Platform Terms. Buyer is not entitled to make payments related to a Purchase Agreement directly to Seller outside of the Platform.
   3. Buyer is required to be available to receive the goods on the scheduled day of delivery. The Buyer’s opening hours must span a minimum of 8 consecutive hours, which can occur anytime between 8:00 and 18:00 hours. Failure to be present for the delivery may result in a wrongful delivery charge, amounting to up to 100% of the transport costs.
   4. If the unloading time exceeds the standard duration (calculated on a pallet basis), an additional fee per extra minute will be applied. The Buyer is responsible for covering this extra charge.
   5. Goods may be collected directly from BuyBay’s warehouse after coordination with our operations team. Pick-ups are permissible from Monday to Friday between 08:00 and 16:00 hours. A valid pick-up reference, identical to the auction reference, must be presented. The buyer must arrive with suitable transport equipped for proper loading of the goods, such as a truck capable of loading complete pallets from a dock (e.g., a box truck/trailer). It is strictly prohibited to use a van or unpack the pallets during the loading process.
   6. Notwithstanding Clause 5 of the Purchase Terms, Buyer is entitled to rescind, annul or terminate the Purchase Agreement in accordance with Clause 9 of the Platform Terms.
   7. Buyer is responsible for delivery of documentary evidence to prove that the Lot is not in accordance with the Description. Seller is obliged to pay compensation of damages or indemnify Buyer for any damage suffered as a result of a rightful termination of the Purchase Agreement by Buyer.
   8. When the purchased Goods are customer returns, Buyer is prohibited from representing or selling these products as new when marketing them online.
   9. When the purchased Goods are customer returns, Buyer is responsible for ensuring that all previous addresses or personal information related to the initial purchase are removed or obscured from the packaging.
       
5. RIGHTS AND OBLIGATIONS SELLER
    
   1. By accepting the Purchase Terms, Seller agrees to execute the Purchase Agreement to the best of its ability and accepts full responsibility with respect thereto.
   2. Seller receives payment from BuyBay in accordance with the procedure set out in the Platform Terms and the Platform Agreement. Seller is not entitled to accept payments made directly to Seller by Buyer. If Seller receives payments from Buyers directly, Seller will repay the amount received to Buyer and inform Buyer that payment may only take place via the Platform. Seller will report any such direct payment to BuyBay.
       
6. TERMINATION
    
   1. Buyer and Seller may terminate the Purchase Agreement, without being obliged to pay compensation of damages or indemnify the other party for any damage suffered as a result of the termination:
      1. immediately, upon written notice to the other party if that party has committed a material breach of the Purchase Agreement which is capable of remedy, but which that party has failed to remedy within ten (10) working days after receiving a notice from the terminating party specifying this breach and requiring it to be remedied; or;
      2. immediately, upon written notice to the other party if either party becomes insolvent or has an administrator, administrative receiver, manager or received appointed over any of its assets or a resolution is passed for its voluntary winding up or an order is made by a court of competent jurisdiction for its compulsory winding up;
      3. immediately, without notice of default being required, if the other party does not comply, does not fully comply, or does not comply in good time with any of its material obligations under the Purchase Agreement. On such non-compliance of its obligations, such party must pay compensation of damages to or indemnify the other party.
   2. The termination or cancellation of the Purchase Agreement with immediate effect in accordance with the above provisions will be done in writing, stating the reason for termination.
      
       
7. LIABILITY
    
   1. Buyer and Seller are fully responsible and liable for the execution of the Purchase Agreement.
   2. Buyer and Seller fully indemnify BuyBay for any damages or costs of whatever nature arising in relation to the Purchase Agreement.
   3. BuyBay acts as a commercial agent for Seller only and is not liable for any acts or omissions of Seller or the fulfilment of Seller’s obligations to Buyer and vice versa under the Purchase Agreement (including but not limited to the manner in which the Purchase Agreement is executed by Seller).
   4. In their execution of the Purchase Agreement, Buyer and Seller are obliged to fully comply with all the applicable privacy legislation and regulations and indemnify BuyBay for any damages or costs of whatever nature related thereto.
   5. Buyer and Seller are each solely responsible for the technical operation and maintenance of their internet connection, internal network, and all other systems that are relevant or necessary for undisturbed use of the Platform.
   6. Unless there is intent or deliberate recklessness on the part of BuyBay, BuyBay is not liable in any way for Buyer's or Seller’s damages or costs of whatever nature related to the use of the Platform, the Account, the information shared on the Platform or in relation to the Goods, such as, but not limited to, damages and costs due to the lack of a proper functioning of the Platform, technical faults and unlawful information on the Platform.
   7. Nothing in these Purchase Terms excludes the liability of BuyBay further than is legally permitted. Should BuyBay be liable towards Buyer or Seller, this liability would be limited to 10% of the Platform Fees (as defined in the Platform Agreement) paid during the calendar year in which the liability-causing event took place.
       
8. MISCELLANEOUS
    
   1. BuyBay is entitled, at all times, to amend these Purchase Terms, including any eventual attachments. The amended Purchase Terms will be in force from the time that they are posted on the Platform. A notification of this will be shown in the Account or on the Dashboard to Buyer and Seller respectively. If Buyer and/or Seller then continue to make use of the Platform, they thus accept the amended Purchase Terms. If Buyer and/or Seller do not want to accept the amended Purchase Terms, Buyer and/or Seller can respectively delete their Account and terminate the Platform Agreement.
   2. The invalidity or unenforceability of any provision of these Purchase Terms shall not affect the validity or enforceability of any other provision in it. The invalid provision shall be deemed to be replaced by a valid and enforceable provision that complies with the objectives of BuyBay as much as possible.
       
9. APPLICABLE LAW AND COMPETENT COURT
    
   1. These Purchase Terms shall be governed by and construed in accordance with the laws of the European part of the Kingdom of the Netherlands.
   2. All disputes arising out of or in connection with these Purchase Terms shall be exclusively submitted to the competent court in Amsterdam.