Bluegate Stock – General Terms and Conditions

Article 1 – Definitions

In these terms and conditions:

1. bluegate stock / we / us: Bluegate Shipping & Trade B.V., trading as bluegate stock, Zuidergracht 47, Hal 3, 3763 LS Soest, the Netherlands, KVK 98572695, VAT NL868552227B01, email info@bluegatebv.com, phone +31 6 27315357.
2. Buyer: any natural person or legal entity that places an order with us or enters into an agreement with us.
3. Business Buyer: a Buyer acting in the course of a trade, business or profession.
4. Consumer: a natural person who is not acting in the course of a trade, business or profession.
5. Products: the pallets, lots, boxes and goods we offer, consisting of customer returns, overstock and surplus stock from online retailers.
6. Manifest: the list of items belonging to a pallet, as provided by the original retailer.
7. Agreement: every agreement between Bluegate Stock and the Buyer for the sale of Products.
8. Webshop: our website through which Products are offered.
9. In writing: including by email.

Article 2 – Applicability

1. These terms apply to every offer, order and Agreement of Bluegate Stock.
2. The Buyer's own general terms do not apply, unless we have accepted them explicitly in writing.
3. Deviations from these terms are only valid if agreed in writing.
4. If any provision of these terms is void or annulled, the other provisions remain in force. We will replace the void provision with a valid provision that comes as close as possible to its original purpose.
5. We may amend these terms. The version in force at the time of the order applies.

Article 3 – Offers and prices

1. All offers on the Webshop are without obligation and subject to availability.
2. Prices are fixed prices per pallet or lot. Prices are shown excluding VAT. Consumers and Dutch Business Buyers pay 21% Dutch VAT. Business Buyers in another EU member state with a valid VAT number may buy under the intra-EU reverse charge, provided the Products are transported to another EU member state and the Buyer provides proof of transport on request.
3. Shipping costs are not included in the price and are calculated at checkout.
4. The retail value shown is the total original selling price of the items according to the Manifest. It is an indication only and not a promise of value, resale price or profit.
5. Obvious mistakes or errors in the offer, such as an incorrect price, do not bind us.
6. Prices for multiple pallets or full truckloads are agreed separately in writing in a personal offer.

Article 4 – Formation of the Agreement and cancellation

1. The Agreement is formed when the Buyer completes an order on the Webshop, or accepts a personal offer in writing, and we confirm the order by email.
2. If a Product turns out to be no longer available after the order, we may cancel the order within a reasonable time. Any amount already paid will be refunded in full. The Buyer is not entitled to any other compensation.
3. We may refuse or cancel an order if we have reasonable doubts about the Buyer's identity, payment or intentions.
4. A Business Buyer may cancel an order in writing before the Products have been collected or shipped. In that case the Business Buyer owes a cancellation fee of 25% of the order value. After collection or shipment, cancellation is not possible.
5. Consumers can find their rights in Article 11.

Article 5 – Payment

1. For delivery orders, payment is made in advance at checkout using one of the payment methods offered.
2. For pickup orders, the Buyer may pay at checkout or on pickup at our warehouse. Products are only handed over after full payment.
3. For personal offers, we may require full or partial payment in advance. From a Consumer we will not require more than 50% in advance.
4. Invoices are sent by email.
5. If a Business Buyer fails to pay on time, the Business Buyer is in default without notice and owes statutory commercial interest and all reasonable collection costs. A Consumer is first sent a payment reminder with a 14-day term before collection costs are charged in line with the law.
6. We may suspend our obligations as long as the Buyer has not paid in full.

Article 6 – Pickup and delivery

1. Products can be collected at our warehouse, Zuidergracht 47, Hal 3, 3763 LS Soest, by appointment only, Monday to Friday, 09:00–17:00. We load the Products onto the Buyer's vehicle with a forklift. The Buyer is responsible for suitable transport and for securing the load.
2. The Buyer must collect the Products within 10 working days after the order confirmation. After that period we may charge storage costs of €5 per pallet per day, or, after a written reminder, cancel the Agreement and charge the cancellation fee of Article 4.4 (Business Buyers) or any actual costs (Consumers).
3. For delivery orders, we deliver to the address the Buyer provides. The Buyer is responsible for a correct address and for the delivery location being accessible to a truck. Extra costs caused by an incorrect address, a failed delivery or a missing unloading facility are charged to the Buyer.
4. Indicative delivery times are 3–5 working days in the Netherlands and 5–10 working days in other EU countries. These times are not deadlines. If we exceed them, the Buyer must first give us a reasonable additional period in writing. A Business Buyer is not entitled to compensation for late delivery.
5. A Consumer whose order has not been delivered within 30 days may cancel the Agreement free of charge and receive a full refund.
6. Partial deliveries are allowed.

Article 7 – Transfer of risk

1. For pickup orders, the risk of loss and damage passes to the Buyer when the Products are loaded onto the Buyer's vehicle.
2. For delivery orders to a Business Buyer, the risk passes when the Products are delivered at the agreed address.
3. For delivery orders to a Consumer, the risk passes when the Consumer, or a person designated by the Consumer, receives the Products.
4. If the Buyer arranges its own carrier, the risk passes when the Products are handed over to that carrier.

Article 8 – Retention of title

1. All Products remain our property until the Buyer has paid everything owed under the Agreement in full.
2. Until then, the Buyer may not sell, pledge or otherwise encumber the Products, and must store them separately and recognisably as our property.
3. If third parties seize the Products or want to establish rights on them, the Buyer must inform us immediately.
4. If the Buyer does not pay, we may take back the Products. The Buyer grants us access to the locations where the Products are stored. The costs of recovery are for the Buyer.

Article 9 – Condition of the Products: sold as-is

1. All Products are customer returns, overstock and surplus stock, sold as-is: in the condition in which we received them from the retailer. We do not open, test, sort or repair the pallets.
2. A pallet may contain new, opened, used, damaged, incomplete, non-working and defective items. This is an essential feature of the Products and is reflected in the price.
3. We give no guarantee on the condition, working, completeness, quantity or resale value of individual items.
4. The Manifest is provided by the original retailer. We pass it on in good faith but do not check it. The actual contents may differ from the Manifest, for example in quantities, models, variants or missing items. Such differences do not give a right to returns, a price reduction or compensation.
5. The Buyer is responsible for checking whether the Products may be resold, used or exported in the Buyer's country, and for complying with all applicable product, safety, environmental (WEEE) and labelling rules when reselling.
6. Nothing in this article limits the mandatory rights of Consumers under the law. The as-is nature of the Products described in this article is part of what the Consumer agrees to buy.

Article 10 – Inspection and complaints

1. The Buyer must inspect the Products, including the packaging and the number of pallets, immediately on pickup or delivery.
2. Visible transport damage or a missing pallet must be noted on the delivery note or CMR in the presence of the driver, and reported to us by email within 24 hours, with photos.
3. Because the Products are sold as-is (Article 9), the condition of individual items, defects, and differences from the Manifest are not grounds for a complaint by a Business Buyer.
4. A complaint does not suspend the Buyer's payment obligation.
5. Consumers must report a complaint within two months after discovering it. Their statutory rights remain unaffected.
6. Complaints can be sent to info@bluegatebv.com. We confirm receipt and respond in substance within 14 days.

Article 11 – Right of withdrawal for Consumers

1. Business Buyers have no right of withdrawal. All sales to Business Buyers are final: no returns, exchanges or refunds.
2. A Consumer who has ordered through the Webshop may withdraw from the Agreement within 14 days after receiving the Products, without giving a reason. This does not apply to Products that the Consumer has bought and paid for on-site at our warehouse without a prior order through the Webshop.
3. The Consumer must notify us of the withdrawal in writing at info@bluegatebv.com within the 14-day period, using the model withdrawal form or another clear statement.
4. The Consumer must return the Products within 14 days after the notification, complete and in the condition in which they were received. The Consumer pays the direct costs of the return. A pallet can also be returned to our warehouse in Soest by appointment.
5. The Consumer may only inspect the Products as far as necessary to establish their nature and characteristics. The Consumer is liable for any reduction in value caused by handling the Products beyond that, such as removing, using or selling items.
6. We refund the purchase price and the standard delivery costs within 14 days after the withdrawal, but we may wait until we have received the Products back.

Article 12 – Liability

1. We are only liable for direct damage caused by our intent or gross negligence.
2. We are never liable for indirect damage, including lost profit, lost turnover, missed resale income, business interruption or damage to third parties.
3. Our total liability is limited to the invoice amount of the Agreement concerned, excluding VAT.
4. The Buyer indemnifies us against claims of third parties, including customers of the Buyer, in connection with the resale or use of the Products.
5. The limitations in this article do not apply to Consumers as far as the law does not allow them.

Article 13 – Force majeure

1. We are not obliged to perform if we are prevented by circumstances beyond our control, including failures or delays by suppliers, retailers or carriers, traffic and transport disruptions, strikes, fire, extreme weather, pandemics, war, government measures and IT failures.
2. If the force majeure lasts longer than 60 days, both parties may terminate the Agreement in writing. Amounts paid for Products not yet delivered will be refunded. Neither party owes the other any compensation.

Article 14 – Export and transport outside the Netherlands

1. On request, we can arrange transport and export of Products through Bluegate Shipping & Trade B.V. These services are quoted and agreed separately.
2. Unless agreed otherwise in writing, pickup orders are delivered EXW (Ex Works) Soest, Incoterms 2020.
3. Import duties, taxes, customs clearance costs and other charges in the country of destination are for the Buyer.
4. The Buyer is responsible for checking whether the Products may be imported into the country of destination, and for any permits required there.
5. A Business Buyer from another EU member state that collects the Products itself must provide proof that the Products have left the Netherlands. If it does not, we will charge Dutch VAT afterwards.

Article 15 – Privacy

1. We process personal data of Buyers only to perform the Agreement, for our administration, and to comply with legal obligations.
2. We process personal data in accordance with the General Data Protection Regulation (GDPR). More information is in our privacy policy on the Webshop.

Article 16 – Intellectual property

1. Brand names, logos and trademarks of products and retailers mentioned on the Webshop belong to their respective owners. Bluegate Stock is an independent reseller and is not affiliated with these retailers or brands.
2. The texts, photos and Manifests on the Webshop may not be copied or used without our written permission.

Article 17 – Applicable law and disputes

1. Dutch law applies to all Agreements. The Vienna Sales Convention (CISG) does not apply.
2. We first try to resolve any dispute together with the Buyer.
3. Disputes that cannot be resolved together are submitted exclusively to the competent court in the district of Midden-Nederland, unless mandatory law gives a Consumer the right to choose another court.