Terms & Conditions


B2B TERMS & CONDITIONS
For use of the Beluga Auctions Platform by Buyers and Sellers

BELUGA AUCTIONS

Version: October 2020

B2B Terms & Conditions

We are Beluga Auctions, a brand of BuyBay B.V. (Beluga Auctions) 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, Beluga Auctions has developed an online platform (the Platform) on which these goods are auctioned (altogether, our Services). Please find more information about our Services on the website of our Platform: www.beluga-auctions.com.

Please note: our Services are only offered to parties that act in a commercial or professional capacity, for purposes in connection with trade, business, craft or professional activity. Consequently, the Buyer on our Platform cannot be considered a consumer (consument), nor can any purchase via our Platform be considered a consumer purchase (consumentenkoop).

These B2B Terms & Conditions (Terms) apply to all use of our Services by Buyers and Sellers. Beluga Auctions offers its Services under the condition that Buyer and Seller accept these Terms.

 

  1. DEFINITIONS

Beluga Auctions (under BuyBay BV) Beluga Auctions, a limited liability company incorporated under the laws of the Netherlands. The company is registered with the Dutch Chamber of Commerce under registration number 62831747. The company’s registered office is at Bijsterhuizen 2514D, Wijchen, Netherlands. In these Terms, Beluga Auctions is also referred to as we and our.

    1. Buyer: the commercial entity that created an Account on the Platform with the purpose to buy Goods via the Platform.
    2. Seller: the commercial entity that offers and sells Goods - directly, or indirectly through Beluga Auctions - via the Platform. Beluga Auctions and Seller may agree on Terms additional to these Terms in a separate agreement between.
    3. Account: the Account on the Platform that Buyer has created, which is limited for use by Buyer via the Login Credentials.
    4. Lot: a specific offer, consisting of Goods, made by Seller on the Platform.  
    5. Goods: all goods, whether or not in bulk, that are offered by Seller via the Platform.
    6. Claim Form: the form as offered on the Platform to make a notification to Beluga Auctions, in accordance with the conditions given in clause 8.1.2.

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

 

  1. 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, but not limited to, a VAT-number and a postal address in an European member state.
    2. After creating an Account, Beluga Auctions will evaluate whether Buyer meets all requirements and whether Buyer will actually get access to the Platform. Beluga Auctions will inform Buyer about this within a reasonable term, usually within [3] days after creating the Account.
    3. 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 third party nor others that do not have the authority to represent Buyer. Buyer guarantees that any third party that uses its Account 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 whatsoever reason, the Account is blocked or deleted, Buyer is no longer entitled to use the Platform.
    6. Beluga Auctions 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 Beluga Auctions, can be harmful for the reputation of Beluga Auctions or third parties. Beluga Auctions furthermore has the right to refuse or to block an Account if the Account is 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 Beluga Auctions in connection with the suspension, blocking or deletion of the Account by Beluga Auctions 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.
    8. Buyer must, at all times, act in accordance with the guidelines and instructions of Beluga Auctions with regard to the installation and use of the Platform.
    9. Beluga Auctions 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.

 

  1. AUCTION SYSTEM, DESCRIPTION OF GOODS
    1. On the Platform, each 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 (the Description). Buyer acknowledges that the Description may contain restrictions on further trade in the Goods auctioned by the Lot, for example, but not limited to, territorial restrictions. Also see clause 7.
    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. Beluga Auctions 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 is elapsed.

 

  1. PURCHASE AGREEMENT
    1. When the Bid qualifies as the Winning Bid, a purchase agreement is established between Buyer and Seller (the "Purchase Agreement"). Beluga Auctions is not and will not be party to the Purchase Agreement, unless stated specifically otherwise.
    2. The Purchase Agreement covers the buying or selling of the Lot and likewise the so-called After Sales. These After Sales entail contact between Buyer and Seller, settlement of returns and the warranty. After Sales are for the account and risk of Seller, unless these Terms determine otherwise. Buyer acknowledges that Beluga Auctionsis not liable in any way whatsoever for fulfilment of agreements between Buyer and Seller and the quality of the Lot, unless otherwise required by law. Buyer and Seller are responsible for concluding the Purchase Agreement and any accompanying risks.
    3. Buyer and Seller indemnify Beluga Auctions of any claim or liability as a consequence of concluding or executing the Purchase Agreement.
    4. If Buyer and Seller have a dispute, for example about whether or not the Lot have been shipped or returned, Buyer and Seller must resolve this among themselves. If Buyer and Seller cannot jointly resolve the matter, then Beluga Auctions may, entirely without obligation, act as an intermediary. Buyer and Seller indemnify Beluga Auctions for claims for compensation of damages by virtue of its decision.
    5. Buyer and Seller are obliged to execute the Purchase Agreement in accordance with applicable legislation and regulations and these Terms.

 

  1. 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) 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 not being offered by means of product information that causes infringement of any (intellectual property) rights of Beluga Auctions or third parties.
    2. Seller and Buyer indemnify Beluga Auctions against all damages of claims against Beluga Auctions as a result of non-compliance with the guarantees in this clause.

 

 

  1. PAYMENTS AND OWNERSHIP
    1. Beluga Auctions sets up the Platform as such that Buyer can make the payment to Beluga Auctions. If the Purchase Agreement is established, the Winning Bid must be paid by Buyer to Beluga Auctions within 3 days (the “Payment”).
    2. After the Payment is received by Beluga Auctions, Beluga Auctions confirms such Payment to Seller within 3 days, after which Seller starts shipping the Goods to Buyer.
    3. Buyer is not entitled to make a Payment directly to Seller. In such case, Seller will refund the amount received to Buyer and point out to Buyer that the Payment may only take place via Beluga Auctions.
    4. 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.

 

  1. RESTRICTIONS AND PENALTIES
    1. Buyer acknowledges that restrictions may apply on further trade in the Goods auctioned by the Lot, for example, but not limited to, territorial restrictions. Such restrictions shall be specified clearly in the Description of the Goods (also see clause 3).
    2. In case Buyer does not comply with any applicable restrictions, it will forfeit a penalty further specified in the Description of the Lot per (part of the) day on which the violation occurs.

 

  1. RETURNS AND CANCELLATIONS
    1. Buyer waives all rights to return the Lot and cancel and/or terminate the Purchase Agreement, unless one of the following situations applies:
      1. Buyer has not yet received the Lot after forty (40) days, without Seller being able to prove the shipment of the Lot;
      2. The Lot received by Buyer is not in accordance with the Description, and Buyer indicated this within three (3) days after receipt by means of the Claim Form. After  The Lot is not in accordance with the advertisement if the Goods covered by the Lot have significant and unmentioned damages or defects, a different size and/or quantity (i.e. a deviation of more than 5%) is shown in the label than in the Description, or if the Goods otherwise differ significantly from the Description.
    2. If the return request, cancellation or termination is approved by Seller or Beluga Auctions,Buyer must return the Lot within five (5) days after acceptance of the return request to Seller. The costs for return will be borne by Seller.
    3. The Payment paid by Buyer will be refunded by Beluga Auctions as soon as possible after the return shipment, but no later than within fourteen (14) days after receipt of the Lot by Seller.
    4. 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.

 

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

 

  1. INTELLECTUAL PROPERTY
    1. Beluga Auctions 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 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. Beluga Auctions will be granted a non-exclusive license by Buyer to use any materials provided by Buyer to Beluga Auctions. Beluga Auctions may also use this information in communications and advertisements in all media for the range offered on the Platform. Buyer guarantees to be authorised to grant this license to Beluga Auctions, without infringing applicable legislation and regulations or the rights of third parties.

 

  1. LIABILITY
    1. Buyer and Seller are fully responsible and liable for use of the Platform.
    2. Buyer and Seller will fully indemnify Beluga Auctions for any damages or costs of whatsoever nature arising from the non-fulfilment of one or more obligations under these Terms.
    3. In its activities under these Terms and the Purchase Agreement, Buyer and Seller are obliged to fully comply with all the applicable privacy legislation and regulations and indemnifies Beluga Auctions for any damages or costs of whatsoever nature in that connection.
    4. Buyer and Seller are solely responsible for the technical operation and maintenance of its internet connection, internal network, and all other systems that are relevant or necessary for undisturbed use of the Platform.
    5. Unless there is intent or deliberate recklessness on the part of Beluga Auctions, Beluga Auctions is not liable in any way for Buyer's or Seller’s damages or costs of whatsoever nature in connection with 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. Beluga Auctions cannot be and is not responsible for compliance of Buyers or Sellers obligations.
    6. Nothing in these Terms excludes the liability of Beluga Auctions further than is legally permitted. If Beluga Auctions nevertheless liable towards Buyer or Seller, this would be limited to 10% of the Payments paid during the calendar year in which the liability causing event took place.
    7. Nothing in these Terms shall exclude or limit Beluga Auctions’s liability when it cannot be excluded or limited under applicable law.

 

  1. MISCELLANEOUS
    1. Buyer or Seller may never act as an agent or representative of Beluga Auctions and, in particular, they may not undertake any commitments or obligations for or on behalf of Beluga Auctions, unless agreed otherwise in writing in advance. Buyer and Seller will fully indemnify Beluga Auctions for any damages or costs of whatsoever nature arising from non-fulfilment of this article.
    2. Beluga Auctions is entitled, at all times, to amend these Terms, including eventual attachments. The amended Terms will be in force from the time that they are posted on the Platform. A notification of this will be shown when Buyer opens the Platform. If Buyer then continues to make use of its Account, it thus accepts applicability of the amended Terms. If Buyer does not want to accept the amended Terms, it can delete its Account.
    3. The invalidity or unenforceability of any provision of these 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 Beluga Auctions as much as possible.


 

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

 

BELUGA AUCTIONS

Bijsterhuizen 2514D

6604 LN Wijchen

The Netherlands

T:             +31 20 24 20 510

E:             info@beluga-auctions.com

Chamber of Commerce:  62831747

VAT:        NL854975342B01