Terms & conditions

GENERAL TERMS & CONDITIONS

KSY NATURAL SOLUTIONS.COM

INTERNATIONAL COMMODITY AUCTIONS AND SALES PLATFORM

ABOUT US:

Welcome to KSY Natural Solutions.com an online B2B auction and sales platform available via the website KSY Natural Solutions.com, sub-domains, other websites, applications or devices (hereinafter referred as “KSY Natural Solutions.com or the Platform”) owned and operated by KSY Natural Solutions B.V., a private company with limited liability under the laws of the Netherlands (hereinafter referred as the “Company”). KSY Natural Solutions B.V. provides an on-line auction and sales platform for international commodities and/or other goods (hereinafter referred as “Products”).

ABOUT THESE GENERAL TERMS & CONDITIONS:

These Terms and Conditions are applicable to the above auctions and/or sales and to the legal relationship between the Company on the one hand and the Seller, the Bidder and/or the Buyer on the other hand.
The applicability of general or specific terms adopted by the Seller, the Bidder and/or the Buyer is explicitly excluded.
The Company reserves the right to modify these General Terms & Conditions without notice by publishing the revised General Terms & Conditions on the KSY Natural Solutions.com website. When you use the KSY Natural Solutions.com website you will be bound by the version of the General Terms & Conditions current at the date you use the KSY Natural Solutions.com website.
Only users who are validated upon registration in accordance with the rules set out on this website and these T&C (hereinafter called as “User”) can sell or buy Products or/and submit bids or purchase orders via an auction or sale.

The registration and access to the platform is limited to incorporated entities.

IMPORTANT:

By completing the registration form and being approved by KSY Natural Soloutions.com, you expressly agree to these Terms and Conditions and all of the agreements incorporated herein as an integral part of these Terms and Conditions or by reference.
If you do not accept the above terms, you must not and are not allowed to use the KSY Natural Solutions.com platform. However, your continued, or even occasional, use of the KSY Natural Solutions.com platform constitutes and confirms your agreement to be bound by the above terms.

REGISTRATION:

For the registration of Users in the KSY Natural Solutions.com website a series of legal documents are to be provided to the Company by the prospective User, such as, but not limited to, the official and distinctive company name, registry number at the official competent authority, address and active status, legal representation, entities or natural-persons who have an ownership stake, Ultimate Beneficial Owner(s) owning 25% or more of the shares or voting rights and banking and relevant payment information. Other documentations might be requested in addition, if considered mandatory by the Company. For all the aforementioned official verification documents must be provided.
All documents provided by the applicant must be officially translated in the English language, in order for them to be reviewed fast and easy.
All information provided by the applicant entity should be truthful, current, complete and accurate and comply with what is demanded by our Company on behalf of our Users.
The Company will collect personal data of the persons who are authorized to act on behalf of the applicant entity in accordance with the Company’s Privacy Policy and Cookies, as provided on our Platform’s website and constitute an integral part of these GTC, and with the Company’s Know-Your-Client Policy.
After completion of their registration prospective Users are informed to stand by until the official verification of their registration on the Company’s website has been concluded. Verified Users will be informed by the Company via email. In the occasion of an incomplete or insufficient application for registration, the Company will either rquest for supplementation of the documents by the User, or will reject the application, by providing in both cases a justified informative email.
The User holds the obligation and commits to update his User account information if his situation changes.

The Company does not warrant each User’s identity or authority to legally represent the Seller or Buyer, although the Company takes appropriate actions in order to verify the Users and the information provided by them.
The Company reserves the right to reject a registration or refuse the use of the Platform and the services provided by the Company to anyone, including already verified Users, at any time and for any reason without notice.
The User is entirely responsible for maintaining the confidentiality of his account information, including his password and trading code, and for any and all activity that occurs under his User profile. The User agrees to notify the Company immediately of any unauthorized use of his account or password.
The registration process followed for the use of our Platform is the same for all Users, meaning both Sellers and Buyers. Sellers can be Buyers and vice versa.
Users are allowed to auction, sell or purchase only in categories and products in accordance with their officially registered occupation and business activity code. Access to the platform’s services is strictly limited to these categories. Permission is required in order for allowance of access to additional categories to be granted and only after review and written acceptance of the Company.

USER AS A SELLER/BUYER

The User who wants to auction and/or sell his Products (hereafter called as the: ‘Seller’) with the use of the Platform may list his Products for auction and/or sale on the Platform’s website, in accordance with these General Terms and Conditions and the instructions and rules as set out on the KSY Natural Solutions.com website.
The Seller agrees to the rules of auction and/or sale of the Products as set out on the Platform’s website giving details and information with regard to the Products. All information provided by the Seller in relevance to his Products, the Seller guarantees to be truthful, corresponding to the actual and current situation, specifications and characteristics of the Product.
In the occasion that the Seller chooses to provide information about his Product, in the form of pictures or videos, he guarantees that he reserves the rights of those pictures and/or videos and that they are corresponding to reality. The Seller is solely responsible for the content (including images and photos) of the information uploaded. The Company is not responsible for the accuracy of information provided by the Seller.
The Seller warrants that he has the right to auction and/or sell the Products.
The Seller warrants that the Products will be auctioned and/or sold clear of liens, encumbrances, obligations, security interests, irregularities, pledges, or other title defects.
The Seller, when he chooses to auction his Product, he also commits to accept the winning bid at the moment such winning bid is made. The Products auctioned will be sold on the basis of the highest bid by the final Buyer at the end of the auction. At that end of an auction and, consequently, at the time of acceptance of the winning bid, taking into consideration that the reserved price, if any, has been reached, the Seller is obliged to conclude a contract of sale for those Products with the Buyer who posted the winning bid. The Seller is obliged to complete the transaction with the Buyer in accordance with the rules set out in these General Terms & Conditions.
The User who wants to bid on Products offered for auction on the Platform (hereafter called as: ‘Bidder’) may make a bid in accordance with the auction rules as set out on the KSY Natural Solutions.com website.
The User who wants to buy Products offered for sale on the Platform (hereafter called as ‘Buyer’) may do so in accordance with the sales rules as set out on KSY Natural Solutions.com website.
The Company has no control over the quality, truthfulness in accuracy, safety or legality of any of the Products listed on the Platform. The Product is sold “as is”, “where is” and “how is”.
The Buyer that makes the winning bid or chooses to purchase the Products offered for auction or sale accordingly, herewith concludes a contract of sale with the Seller for those Products and the Buyer is obliged to complete the transaction with the Seller, including but not limited to payment of the purchase price, including any other costs (such as taxes, VAT, etc.) and the auction or sales commission fee for the Company in accordance with the rules set out in these General Terms & Conditions.

RESTRICTION OF PRIOR COMMUNICATION

Users are restricted from providing their personal details or any communication details, or any other details or indications relevant to their Company’s identity, on the platform or outside of it, in any manner that may make it possible for the rest of the Users to determine their identity and communicate with them directly, therefore by excluding or circumventing the Company’s platform.
Direct communication between Users is prohibited before, during or after the conclusion of the auction and/or sale process and before the execution and completion of the transaction of the amount payable by the Buyer. Violators are to be held liable for compensation of loss of profit or damages that occurred to the Company and any other claims, damages or rights that may arise for the Company due to the unlawful and/or contrary to these Terms & Conditions behavior of the Users.
All Users are provided with a User Name, in the form of a Unique Identifier, after their validation of Registration to the Company’s online platform. This Numerical Code constitutes solely the User Name of the User, it is not available or allowed to be altered and it must not include any indications as to the Company’s identity.
Communication between the Seller and the Buyer, is only then allowed after the conclusion of the auction and/or sales process, and after the Buyer has concluded the payment of the purchase price and commission fee, including all relevant taxes and VAT, plus all other relevant costs.
The Seller, the Bidder and/or the Buyer agree and commit to the fact that negotiations and all other contacts between them, are to commence after the conclusion of the auction or buying process, and after the commission fee has been paid to the Company. In addition, all negotiations and contacts are conducted entirely at their own risk, without any participation of the Company.

WARRANTIES

Except as expressly stated in these Terms & Conditions, the Company and its contractors, employees, and agents exclude all:

warranties whether express, implied, statutory or otherwise, relating in any way to the Platform including information accessed at the Platform, other than those warranties implied by law and
liability to the Users or anyone else in respect of any loss or damage (including special, indirect or consequential loss or damage such as loss of revenue, unavailability of systems or loss or corruption of data) arising from, or in connection with, any use of the Platform.
Notwithstanding of the preceding paragraph, the Company shall be held liable for damages and expenses including, but not limited to, indirect, incidental, consequential or special damages, loss of profits or revenues, punitive damages, loss of personal property occurred out of its gross negligence or willful misconduct, or in connection with violation of obligation concerning Intellectual Property Rights, Privacy or Claims from third party regarding Intellectual Property Rights.

Certain rights and remedies may be implied by law and may not be permitted to be excluded, restricted or modified. To the extent permitted by law, the Company and its partners, contractors, employees or agents’ liability for any breach of an implied warranty or condition that cannot be excluded is limited to a refund of fees paid by you.

In addition,

All information accessed at or via the Platform is provided “as is” without any express or implied warranty by us. The content of the lists of Products relies on data received from Sellers and Buyers by the Company in good faith on the basis of warranties provided by them. The Company cannot and does not verify the accuracy of the above information.

The Company does not warrant the truth of any representation made by the Sellers.
The Users warrant that they own or have the authority and all necessary licenses, consents or permissions to supply all data, text, trademarks, photography, artworks and other material given or uploaded to the Company. To the extent necessary, they grant the Company a non-exclusive, worldwide, royalty-free license to copy, display and modify that material by any means (including in both electronic and printed form).
If the Users upload data, text, photography, artworks or other material to the Platform they agree to indemnify and hold the Company harmless. In addition, they commit that will keep the Company indemnified and held harmless against all claims, costs, expenses, damages, liability or loss arising from any claims made against the Company arising out of the breach of copyright or patent and, inaccuracy or misleading content.
The Company does not represent or warrant that the content on the Platform complies with the laws of all countries. If the Users access the Platform they do so at their own risk and should seek their own legal advice.
The Company uses information from a range of public and subscribed sources. The Company cannot and does not screen all material on the Platform before it is posted.
The Company may contain links on the platform to other independent third-party websites. Third-party websites are not under the Company’s control, therefore the Company is not responsible for and does not endorse their content or their privacy policies. The Users or/and the Visitors will need to make their own independent judgement regarding their interaction with any third-party sites, including the purchase and use of any products or services accessible through them.

COMPANY AS THE AGENT

The Company, by providing its services for the facilitation of auctions and/or sales between Users (i.e. Sellers and Buyers) through its online platform, is acting as an agent between Sellers and Buyers. Therefore, the Company is not and will never become owner of the Products that are auctioned and/or sold through its platform. All Parties acknowledge that the Company is not and will never become a party to the auction, sale and/or purchase. It only enables the auction, sale and purchase through the Platform under the role of an intermediary agent.
Users must sign an Agency Agreement Contract (hereafter called as the “Contract”) after verification of their required registration documents has been determined and their registration has been approved. After completion of the User’s Registration Application, the Company will send the prospective User the Contract via e-mail, on his registered e-mail address. A signed or digitally signed if possible, scanned or in hard-copy, form of the Contract needs to be provided to the Company, in order for the registration process to be completed.
The applicable law to any claims arising from or in relevance to the Contract is Dutch law.
After the conclusion of the auction or sale the Product is sold directly from the Seller to the Buyer. The Seller and the Buyer are to negotiate and agree upon the rest of the terms of their transactions, besides the price, amount, characteristics, qualifications, location and incoterms or any other parameter of the product already predetermined before the bidding and/or selling process. The Company is not responsible for the pick-up, transportation, delivery or for the handling of any in-between procedures for the arrival of the Product from the Seller to the Buyer. This process is exclusive and in its entirety organized and executed under the agreed terms between the Seller and the Buyer, after communication between them, in which the Company does not participate and holds no liability thereof.
The Company does not bare any responsibility and is not be held liable for proper and timely arrival of the Product to the Buyer.

AUCTION & SALE PROCESS

After verification and approval of his registration, the User is allowed to post Auction and/or Sales Entries (hereafter referred to as “Entry”).

- The Company reserves the right to stop any auction or sales listing on the Platform at any time for any reason, at its discretion and mainly in case of suspecting fraudulent activity.

The Seller may choose freely between three options on offering his Products. The Buy-it-now Sales option, in which the Seller sells his products directly, without auctioning them, on a preset and fixed by him price. The simple Auction option, in which the Seller puts up his Products for auctioning, given the ability to set up both the auction starting price and a reserved price, which needs to be reached in order for the auction to be considered successful. Finally, the combined Buy-it-now Auction option, in which the Seller auctions his Products, but simultaneously gives the prospective Buyers the chance to bid on his Product on a predetermined higher price which, if bided on by a Buyer, will end the auction immediately leading to its conclusion and the Product is sold to the Buyer who opted for the buy-it-now price.

The Seller, irrelevant to his choice of method of offering his Product through the platform, must always include specifications over his Products and their characteristics. The Seller is free to set the Product auction or sale price as he wishes. No interference takes place neither is allowed in relevance to the auction or selling price by the Company. The Seller must also clarify the conditions under which he is setting his Products up for auction or sale and provide a written description on free text which must always be written in the English language, in order for it to be easily understood from all Users worldwide.

Sellers must include in their Entries the precise location of the Product and the relevant Incoterms under which they are to be sold and transferred.

After the Seller has set up and posted his Entry it needs to be reviewed by the Company. This means, that the Entry is not immediately posted by the time of saving. The Seller must wait for the approval of the Entry by the Company, which will also inform him about the commission fee and then he has to finalize and ultimately confirm the upload of his Entry.

The Company will review the Entry in a timely manner and if it is accepted it will post it for auction or sale. If any deficiencies or incompletions are found on the Entry by the Company, the Company will either request for a modification by the Seller after communicating to him the relevant information, or reject the Entry if compliance by the Seller is not determined.

The User is always informed for the actions of the Company made in relevance to his Entries.

THE COMBINED BUY IT-NOW AUCTION OPTION

Regarding the combined Buy-it-now Auction option, if the Seller chooses to auction his Product, a possibility is given during setting up of the Entry, to make use of the Buy-it-now option during the auction process. This option gives the interested Bidders the opportunity to bid at a suggested and fixed by the Seller bidding price, which if filled, will terminate the auction and the product will be instantly and ultimately sold to the Bidder who bid on the buy-it-now option price.

All Users participating in a relevant auction are informed about the Buy-it-now Auction option. The option is open for all Users irrespectively. All prospective Buyers participating in such auctions accept the terms of procedure of the option, without further declaration, solely by their participation. No objections or claims can be raised against the use of the Buy-it-now option during a Buy-it-now Auction.

RESERVED AUCTION PRICE

When a Seller chooses to auction his Products, he is given the ability to set a reserved price, which is hidden from the prospective Buyers participating in the auction. In order for the auction to be considered successful, the predetermined reserved price must be reached. Otherwise, after the conclusion of the auction, a message will appear to the highest Bidder, informing him, that a reserved price was preset and that the price was not reached, therefore he did not win the auction and the auction is considered unrewarding.
If the Seller wants he can choose to put up his Product up for auction again.

CANCELLATION OPTIONS AND FEES

Cancellation options and fees differ depending the process that the User has chosen, meaning an auction or an instant sale.
When the Seller uploads an Entry, the Admin of the Platform reviews in a timely manner if it complies with the Platforms rules and no deficiencies are detected and after final confirmation of the Seller he posts it for auction.
The Seller is allowed to cancel his Entry, but different cancelation fees may be charged depending on the time of cancellation and the evolution of the auction process.
If the Seller cancels his Entry before it is posted on the Platform by the Admin, then no cancellation fees apply. If the Seller cancels his Entry after it is posted on the Platform by the Admin a cancellation fee applies.
If the Seller has chosen to auction his Product through the simple or combined (buy-it-now) Auction process, then if the auction Entry is posted but it has not started a standard fee of … EUR applies. If the auction has started or closed on a Bidder a standard fee of … EUR applies, plus a … % commission fee of the price as determined by the auction process and the relevant transaction costs for the return of the amount paid from the Buyer apply.
If the Seller has chosen to sell his Product through the Buy-it-now Sales process, then if the Product has not already been sold no cancellation fees apply. If the Product has already been sold then a standard fee of … EUR applies, plus a … % commission fee of the price as determined by the Entry and the relevant transaction costs for the return of the amount paid from the Buyer apply.
When the Buyer bids or buys a product he is allowed to cancellation, but relevant fees apply.
If the Buyer cancels his purchase option after optioning to purchase a Product posted for sale under the Buy-it-now Sales process, he is charged with a standard fee of … EUR. If the Buyer has purchased a Product uploaded for auction through either the simple, or the combined auction process, and has made the winning Bid or has opted for the Buy-it-now auction option, if he chooses to cancel his purchase then a fee of … % of the auctioned price applies.
If the Buyer cancels his purchase more than once, or shows frequently unconventional behavior, he might then be moved by the Company to the Blacklist, and not be allowed to participate in any action or sales entries, or even be deleted as a registered User.

TRANSPARENCY

The Company guarantees of the transparency and legality of its procedures, taking place on the Company’s online auction and sales platform.

The Company commits to provide the adequate transparency of the bidding process, during the auction of Products with the simple auction, or combined buy-it-now auction process. All Users participating in an auction and the Seller, are able to see the last three (3) bids, as they take place, in real-time and how many bids have been made from the beginning of the auction process. In addition, the, the Company commits to maintain an archive of the history of bids and auction process for three (3) months, after the conclusion of an auction process.

The archive can be provided to the Seller, the Buyer or the Users that participated in the relevant auction, after a request from their legal representative has been made.

CONTRACT OF SALE

The applicable law to the contract of sale between the Seller and the Buyer is to be determined by the parties freely. The Company does not participate in the sales/purchase contract between the Seller and the Buyer and is not to be held liable for any dispute or claim arising of or in connection to this contract respectively.
All prices and sales with regard to the Products offered for sale on the Company’s online auction and sales platform are subject to the Incoterms® ‘Ex Works’, whereby the version of the Incoterms® applicable at the time of the start of the auction or sales applies.

STORAGE OF THE PRODUCTS

Unless otherwise determined by the Seller, the Products are stored with or kept at a storage facility (which includes, inter alia, a storage company, a container yard, a terminal, a vessel or any other facility where the Products are held or stored, hereafter referred to as ‘Storage Facility’) for the account of the Seller after the end of the auction and/or sales process.
Seller will exercise reasonable business practice to assist the Buyer that access is given to the Products and that the Products are released to the Buyer by the Storage Facility.

ACCEPTANCE PERIOD AND CONFIRMATION

The Buyer will have to inspect the Products on delivery and to notify or reject the Products in writing to the Seller, up to 48 hours after the Delivery (hereinafter referred by as “Acceptance Period”). The Buyer shall examine (by reasonable visual inspection) the Products for any apparent visual or physical defects and to notify the Seller within 2 days of the Delivery Date. In the case of any latent defects with the Products not reasonably apparent on a visual or physical inspection, the Buyer must notify the Seller as soon as reasonably practicable following discovery, and in any event within 4 days of the Delivery Date;
If the Products do not correspond to the relevant quantity or conditions, as presented by the Seller and as agreed by the Sales Contract, after the conclusion of the auction or sale process the Buyer may terminate the Contract. In such reason of termination, the Buyer agrees to not hold the Company liable for any deficiencies relevant to the Products.
If the Buyer fails to notify the Seller of any defect(s) or issue(s) with the Products before the expiry of the relevant Acceptance Period, he will be deemed to have accepted the Products.
After confirmation of proper delivery the Buyer informs the Seller and the Company accordingly. Afterwards the Company transfers the purchase amount, already transferred to the Company’s bank account by the Buyer, to the Seller, minus the commission fee plus VAT and all other relevant costs. If the Buyer does not confirm the delivery as proper, he must notify both the Seller and the Company, in the period as mentioned above. If two days have passed after proven delivery of the Products has taken place, the Buyer is deemed to have accepted the Products as is and no objections can be raised. The Company pursues to the transfer of the amount payable to the Seller, after withholding its commission fee, plus all other relevant costs.

TERMINATION OF SALES CONTRACT

- If the contract of sale is terminated by the Seller in accordance with these GTC, the Seller has to pay the commission fee, plus all other relevant costs, as well as the bank charges, if applicable, for any transfer of money to the Buyer, if he has already concluded the payment, and the Seller explicitly agrees that the Company is authorized to do so.

If the contract of sale is terminated by the Buyer, the Company will deduct from the amount to be returned to the Buyer the auction or sale commission fee, plus VAT and all other relevant costs, if applicable, from the purchase price as paid by the Buyer and the Buyer explicitly agrees that the Company is authorized do so.

The Company may at any time request from a Registered User for more information about its identity and/or its ultimate beneficial ownership. If such Registered User fails to supply such information or if the Company, at its sole discretion, is of the opinion that this information is not correct or not sufficient to execute the payment order, the auction or sale will be terminated and both the Seller and the Buyer agree that the contract of sale possibly concluded between Seller and Buyer will also be terminated and a possibly paid purchase price will be repaid to the Buyer in accordance with these GTC.
In case of fraud or fraudulent misrepresentation of the facts, including, but not limited to Discrepant and/or missing documents as mentioned in the auction or sales information on the Products, or mispresentation of the identity of the Seller, the Buyer may terminate the contract of sale. The Buyer is obliged to directly notify the Company and the Seller of such termination. If the Company does not receive an objection by the Seller within five (5) working days after this notification by the Buyer, the amount paid by the Buyer to the Company’s bank account, provided that this amount is still in the bank account, will be repaid to the Buyer. In that case the Seller is obliged to pay the auction or sales commission fee and the administration fee, if applicable, to the Company.
If, after the contract of sale has been concluded, the Products cannot be delivered to the Buyer because of fraud or fraudulent misrepresentation of the facts regarding the Products, including, but not limited to, their availability or existence or because the Products were placed on a sanction list or the Products were otherwise prohibited to be delivered to the Buyer, the Seller and/or the Buyer may terminate the contract of sale before on-payment of the purchase price to the Seller, other costs and auction or sales commission fee for the Company, in accordance with the rules set out in these GTC, has been made. The Seller or Buyer who terminates the contract of sale in accordance with this Article is obliged to directly notify the Company and the other party of such termination. After such notification, the Buyer is obliged to directly retransfer the Products to the Seller. If the Company does not receive an objection by the Seller within five (5) working days following the notification of the termination of the contract of sale, the amount paid by the Buyer into the Company’s bank account, provided that this amount is still in the bank account, will be repaid to the Buyer. In this occasion the Seller has to pay to the Company the auction or sale commission fee, plus VAT and all other relevant costs, if applicable.
If, after the contract of sale has been concluded, the on-payment of the purchase price and applicable Taxes cannot be made because of any type of “third-party enforcing attachment” or “third-party prejudgment attachment”, i.e any type of garnishment or attachment or similar measure preventing the on-payment of the amount of the Buyer (hereafter “Garnishment"), the Seller and/or the Buyer may terminate the contract of sale before on-payment of the purchase price to the Seller has been made. The Company will immediately inform the Seller and Buyer of such Garnishment, to which both Seller and Buyer agree. The Seller or Buyer who terminates the contract of sale in accordance with this Article is obliged to directly notify the Company and the other party of such termination. After such notification, the Buyer is obliged to directly retransfer the Products to the Seller. Only following an instruction from the competent authority (‘Competent Authority’) that has effected the Garnishment (usually a Court appointed bailiff) that the Garnishment is no longer effective or that the amount must be paid to a party following a Court judgment, will this amount either be repaid to the Buyer or to the party indicated by the Competent Authority. If the Garnishment is made by or on behalf of the Seller and the Seller is entitled to the payment of the amount pursuant to this Article, the Seller must pay the auction or sales commission fee to the Company and explicitly agrees that the Company is authorized to deduct this amount from the amount to be paid to the Seller pursuant to this Article.

FEES AND PAYMENT

All payments are to be executed as electronic payments. They are to be made in the form of wire transfers, from the official bank accounts of the Company, directly to the official bank accounts provided by the beneficiary and vice versa, in accordance to the relevant payment. The Seller and/or the Buyer has to pay the bank charges, if applicable, for any transfer of payments to and from the Company. The Company will provide the Seller and/or the Buyer with a breakdown of the finalized financial transaction.
The Company only allows and accepts payments made exclusively with the use of wire transfers to the official bank accounts provided by and to the Company. Payments are to be executed only in euros (EUR) or US dollars (USD).
The use of credit cards, or other forms of payments, are not supported by the Company for the payment of the product price, the counterpart fee and all other relevant costs after the conclusion of the bidding process or sale and the execution of the Sales Contract.
Wire transfers are to be processed exclusively by financial institutions possessing the mandatory licenses and qualifications, required by the competent economic and financial state authorities, of the state where the financial institution is seated and where the wire transfers are to be processed and received and functioning in accordance to all other relevant european or international provisions applicable to the proper function of financial institutions.
Enhanced due diligence is mandated for any business relationship with a person established in a high-risk third country. The Company does not receive neither executes payments from/to bank accounts controlled or processed by financial institutions seated in high-risk third countries, as determined by the Commission Delegated Regulation (EU) 2020/855 of 7 May 2020 and as revised by the Government and/or competent authorities thereafter.
For the first three months of use of the Company’s online platform, the Sellers who have set up an auction or sale on the Company’s website, don’t have to pay to the Company an administration fee. After lapse of this time period, an administrative fee of € 100 for each month/ auction and/or sale may be charged, unless agreed upon otherwise between the Company and Seller, by the exclusive decision of the Company, which commits and is obliged to inform its Seller for the charge. In this occasion VAT and all other relevant costs shall also be calculated over the administration fee if payable by law;
The Seller who auctioned and/or sold his Product through the online platform of the Company, has to pay the Company an auction/sales commission fee calculated on a percentage basis in relevance to the final purchase price as determined either from the highest bid or from the predetermined selling price of the product.
The commission fee is not standard and it fluctuates by occasion, unless agreed upon otherwise in writing between the Company and the Seller. After posting his auction or sales Entry (hereinafter referred to as the “Entry”) for approval, the Seller will be informed by the Company via e-mail, for the commission fee to be charged and has to accept it. Acceptance of the fee by the Seller is mandatory for the final approval of the Entry. Confirmation of the acceptance of the fee by the Seller equals to his legal obligation to pay the relevant fee. Otherwise, he is liable to compensation and any other claims that may arise in relevance to his obligation.
The cost of VAT and all other relevant costs over the commission fee is not included and has to be calculated and paid, if such cost is applicable by law; the auction or sale commission fee, and VAT if applicable, have to be paid into the account provided by the Company as mentioned above. The Seller will receive an invoice for the payment of the commission fee based on the final quantity and corresponding purchase price determined by the auction outcome or the predetermined price of sale of the Products.
If VAT on the auction or sale commission is due by the Seller and calculated in US Dollars, the Company shall also mention the VAT in Euros on its invoice. The exchange rate used will be the exchange rate that was published the latest by the European Central Bank per the invoice date and as found at the website of the European Central Bank (www.ecb.europa.eu), below ‘statistics’, ’exchange rates’.
After the completion of the auction or sale, the Buyer that has placed the Winning Bid receives by email the payment instruction setting out the details and information with regard to the payment of the purchase price, the auction or sale commission fee and the applicable Taxes, hereafter ‘Payment Instruction’.
After the completion of the auction or sale, the Buyer has to pay the purchase price, the auction or sale commission fee and the applicable Taxes within 24 hours counting from the first day at 00.00 hours following the day that the Payment Instruction was generated and sent to the Buyer by the Company into the bank account of the Company as set out in the Payment Instruction. All dates and hours to be calculated according to Coordinated Universal Time (UTC).
After the completion of the auction or sale, the Buyer must pay in accordance with the terms set out in the relevant invoice(s) that the Buyer receives from the Seller and, for the auction or sale commission fee, from or on behalf of the Company.
After the purchase price, the applicable Taxes and auction or sales commission fee have been received on the Company’s bank account and after they have been validated by the Company, the Seller is informed of the payment of the purchase price and the applicable Taxes on the bank account. Subsequently a confirmation of that payment is sent to the Buyer together with corresponding invoices and the risk and title of the Products are to be transferred to the Buyer.
After the Buyer has received the Products and confirmed their accordance to the contractual obligation, on-payment of the purchase price and applicable Taxes, minus the commission fee of the Company, will be made to the Seller after no more than seven (7) calendar days. Where it is referred to ‘working days’ in these GTC, this means days that are not a Saturday, Sunday or national holiday as defined in Article 3 of the Dutch General Extension of Time-Limits Act (in Dutch: Algemene Termijnenwet).
If the Buyer does not pay the exact purchase price, including all relevant taxes and costs, within the period as set out above in these GTC, the Company or the Seller may terminate the contract of sale after the payment term for the relevant invoice(s) has expired. The Seller is obliged to directly notify the Company and the Buyer of such termination. All relevant cancellation fees burden the Buyer.

PRICES & TAXES

Prices of Products offered for auction and/or sale will be displayed in either US Dollars or Euros, as preferred and selected by the Seller. If so dictated by applicable laws or accounting requirements on the part of the Seller, the Seller’s invoice may also additionally mention the amounts due by the Buyer in this required currency. The Seller shall then mention the exchange rate that he has used and the source thereof.
Registered Users are responsible for VAT and/or any other applicable taxes, duties or similar levies (hereafter: ‘Taxes’) payable as a result of the auctioning, offering, sale or purchase of Products via the Company’s online auction and sales platform.
The Seller offers the Products for sale not inclusive of Taxes. Where the Seller is required by law to pay or collect taxes, he needs to provide that information at his Entry and inform the Buyer after the conclusion of the auction or sale process.
The Seller warrants that he will (on-)pay the Taxes and will provide the Buyer and/or the Company with proof thereof at first request and indemnify and hold the Buyer and/or the Company harmless for any claims in connection herewith.
Tax such as VAT or consumption tax charged over purchased Products and costs may be deductible on the buyer’s VAT/tax return or refund thereof may be claimed with the relevant tax authorities. Buyers must consider themselves whether they are eligible for tax deduction or recovery.
If the Buyer is of the opinion that any of the Taxes is or shall not be due he may contact the Seller only after the sale transaction is fully completed and executed to request that the Seller’s invoice is redressed for tax purposes. The Seller is not under an obligation to comply with such request, but will exercise reasonable business practice to assist the Buyer.

INTELLECTUAL PROPERTY

All software used by the Platform, material on or comprising the Platform and the design, layout, look and appearance of the Platform is owned by or licensed to the Company and protected by intellectual property laws.
This means that the Users or the Visitors cannot download, copy or reproduce any material from the Platform without written permission.
The trademarks of the Company are legally protected and possessed by the Company and therefore all Users must comply with their legal use.

SYSTEM INTEGRITY

Undermining or preventing the usability or working condition of the Platform’s website or web server is strictly prohibited.
Unauthorized use of passwords, user accounts, pick-up codes is also prohibited as well as sharing such information with a third party.

ACCEPTABLE USE

Content:

The Users must:

Upload content in English
Use trademarks correctly and strictly in accordance with their registration.
Use descriptions that accurately reflect the listed Products including the quantity available and quality.

The Users must not upload or submit content that:

violates any intellectual property rights (including, without limitation, patents, trademarks, trade names, copyright, and design rights and whether registrable, registered or unregistered) or other rights of any person in any jurisdiction in the world;
is misleading or deceptive or likely to mislead or deceive other Users.
contains universal call-to-action phrases such as “click here", “link here”, “visit this business", or other similar phrases that could apply to any ad, listing or business, regardless of content, the type of business or its location;
is illegal in nature (including encouraging conduct that might constitute a criminal offense);
is defamatory, threatening, harassing, abusive, discriminatory, unlawful, obscene, offensive, profane, indecent or otherwise objectionable;
refers to unapproved, banned, illicit or otherwise illegal additives, drugs or pharmaceuticals;
contains information that features or advertises or otherwise lists off-shore or online casinos or gambling services;
is unclear or contains unacceptable levels of spelling, punctuation or grammatical errors or over use of exclamation marks or capital letters;
opens a pop-up when entering or leaving a linked Exchange’s landing page; and/or
contains links to sites featuring any of the above.

Restrictions:

Without limiting, the Users and the Visitors agree not to (nor attempt to):

Facilitate or participate in any illegal activity via the Platform.
Upload or otherwise transmit any computer worms, viruses or other disruptive or destructive files or malicious or harmful code through or on the Platform.
Damage, modify, interfere with, disrupt or destroy any files, data, passwords, devices or resources that belong to the Platform
Use or attempt to use another’s account, service or system without authorization from that User or the Company.
Harvest or otherwise collect information about other users (including email addresses and phone numbers) without their consent except in the ordinary course of using the Platform services.

The Company may remove, revise or decline to publish any material uploaded to the Platform or otherwise supplied by the Users to the Platform at its absolute discretion and without consulting or notifying.

The Company may also decline or remove content in its absolute discretion.

LIMITATION OF LIABILITY

The Company is not to be held liable for any inconsistencies relevant to the Product or any damages, as the whole process of proper transportation and delivery is under the exclusive responsibility of the Seller or the Buyer, in accordance to the agreement made between, in which the Company has no participation.
Where the claimant proves that the damage was caused as a result of an act or omission on the part of the board of management of the Company, done either with the intent to cause that damage or recklessly and with the knowledge that such damage would probably result therefrom, the Company shall not be liable for any damage that is directly or indirectly related to the use of the online auction and/or sales platform and/or related to the services provided by the Company and/or related to the content of the website including but not limited to the description and/or quality of the Products listed on the online auction and/or sales platform and/or related to any disruptions including, but not limited to, data exchange delays and/or defects in hard- or software of the website. This damage includes but is not limited to damage caused by death or injury or any form of consequential financial loss or damage.
If notwithstanding to the foregoing the Company should be found to be liable for any loss or damage, the liability of the Company is limited to (a) the number of fees paid to the Company in the transaction giving rise to such liability with a maximum of € …., or (b) € ….., whichever amount is the higher.
Any claim on the Company shall lapse two (2) months after the damage giving rise to the claim has arisen.

INDEMNITY AND HIMALAYA CLAUSE

The Registered User will defend, indemnify and hold harmless the Company from and against any claim, loss, damage, liabilities, judgments, fees and expenses related thereto (including, without limitation, reasonable lawyer’s fees) incurred by any third party arising from or related to (i) the use of the services of the online auction and/or sales platform by the Registered User, (ii) any breach or violation of these GTC by the Registered User, (iii) any breach of any of the Registered User’s representations and/or warranties, or (iv) any claims arising out of or related to the Products sold through the Company’s online platform.
Should directors and/or employees of the Company and/or subcontractors whose services the Company employs for the performance of its activities or the operation of the website or online auction platform be held liable, such persons shall be entitled to invoke any limitation of and/or exemption from liability included in these GTC or any other statutory or contractual provision.

PRIVACY

The Company may collect personal and financial information about you when you use the Platform or otherwise communicate with us under the Privacy Policy and Cookies as provided to our Users on our website.
All Users acknowledge and agree to the Company’s Privacy Policy (as amended from time to time) which is available at the Platform’s website and consent to the collection, use, and disclosure of personal information in accordance with that policy.
The Company will only collect, use and disclose any personal information in accordance with our Privacy Policy, to the extent specifically required by law, or where reasonably contemplated by these terms (including disclosing information in connection with any query or claim).
The Company does not agree to withhold any information about you that is already in the public domain or that you upload onto the Platform.

APPLICABLE LAW

The legal relationship between the Company and the Registered User shall be governed by the law of the Netherlands.
The legal relationship between the Seller and the Buyer shall be governed by the law of the state of incorporation of the Seller.

DISPUTE RESOLUTION

Any dispute arising out of or in connection with these GTC between the Company and the Registered User or another party, shall be governed by, and construed in accordance with, the laws of the Netherlands. The courts of Amsterdam have the exclusive jurisdiction over any claim or dispute arising under or in connection with these GTC or their subject matter.

INVALIDITY

In case of any of the terms, conditions and provisions of these GTC are invalid or partially invalid, the remainder of these GTC shall remain unaffected and valid.

SURVIVAL

All provisions in these GTC which by their nature are destined to survive beyond the expiry or termination of the legal relationship between any of the parties to which these GTC apply, shall so survive.

AMENDMENTS

Any amendments to these GTC must be made in writing and are only valid after the relevant decision of the Company.

NOTICES AND COMMUNICATION

If a dispute arises between us in relation to these GTC or any other matter related to the Platform, before commencing legal proceedings (other than in urgent circumstances where an injunction is sought) the aggrieved party must notify the other in writing and both must attempt to resolve the dispute promptly and in good faith.
Unless stated otherwise, any notices or communications required or permitted with the Company under these GTC or required by law shall be in writing and shall be delivered by registered mail, courier service or by any electronic means, including e-mail, of transmitting written communications which provides written confirmation of complete transmission, to the following address:

…….

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