General conditions for Venalis Veilinghouders N.V.
1. Every offer or sale at Venalis is subject to these conditions which form an integral part of each contract concluded with Venalis.
2. To participate in the online auction you must register at www.venalisveilingen.be. The registration and storage of your data take place in accordance with the legislation on privacy and shall not be released to third parties.
3. Your invoicing data are definitive after registration. If you wish to change them an administrative cost of € 20 is requested. If you possess a VAT number you must state this. However adaptations to facilitate companies abroad where a VAT levy does not apply may be rejected.
4. Each purchaser who has a VAT number is deemed only to purchase goods for the exercise of its trading business.
5. Venalis reserves the right at all times to unilaterally refuse a user of the online auction or bidder or to exclude the party if it has justified reasons for this. Every refusal or exclusion shall be the result of a consideration specific to the person including in particular non-payment or conflicts in the past.
6. Venalis reserves the right to ask for solvency sureties before proceeding with offers.
B. ONLINE AUCTION
7. The organisation of the auction is performed by Venalis Veilinghouders NV where applicable under the supervision of a bailiff and where applicable on the instructions of the insolvent party which is also listed on the folder and catalogue.
8. Each offer covers one parcel which is made up of one item or several goods and indicated by a number in each case.
9. Each offer from a purchaser is irreversible and without reservation. Each acceptance always takes place subject to approval by the bailiff and/or administrator. Transfer of ownership can be completed at the earliest upon payment and following collection of the asset.
10. Venalis the bailiff and/or the administrator are always authorised to exclude any offer which they consider to be too low and are also entitled to retain certain parcels. The possible opening offer is merely informative in nature and does not contain any acceptance of a possible final offer.
11. Each person is deemed to bid and/or to purchase in his own name and is jointly and severally bound to make payment.
12. Venalis is not responsible for possible technical or software problems. Where applicable the purchaser must refer to the responsible third party for the damage.
13. Venalis reserves the right to extend each auction by 24 hours provided that each bidder is informed of this 24 hours before the auction expires.
14. 5 minute rule: Venalis shall extend the organisation of the online auction by 5 minutes if a new offer is made 5 minutes before the close of the auction.
15. The final closing of the auction takes place after the processing of all bids that took place within the time limit.
16. Venalis reserves the right to cancel to terminate earlier than reported on the website or to extend an auction. When the website is not (completely) accessible and/or inaccessible to users because of a technical malfunction Venalis has the right to extend the auction by 24 hours.
17. The user states by his registration that he is familiar and agrees with the technical imperfections that can arise in an internet auction. Venalis is not liable for whatever damage that may arise in any way directly or indirectly including but not limited to the damage arising from the use of the website unless there has been deliberate or conscious negligence by Venalis. More particularly Venalis is not liable for any damage whatsoever that arises in any way by or from:
- the impossibility of using the website (completely) and/or another malfunction in the website or the supporting system
- errors in the software of the website and/or the supporting system;
- actions performed by the user that may have been inspired by the information placed on the website;
- the lots not meeting the specifications as reported on the website;
- the fact that the information on the website is incorrect incomplete or out of date;
- the unlawful use of systems including the website of Venalis by a third party.
18. The purchaser must pay the price at latest three days (not counting Saturdays Sundays and public holidays) after receiving confirmation of the sale. However a postponement can be granted through consultation and based on a written request by email.
19. The price comprises the stated price increased by a 17 % mark-up (for the organisation of the auction) and increased by 21% VAT. Payment must be made within three days into our account number KBC 738-0114856-30 subject to transfer and statement of the relevant parcels. The purchaser receives the invoice upon collection per parcel.
20. In view of the nature of Vanelis’s activity timely payment is essential. If the purchaser has not paid the price after seven days the sale agreement can/will be dissolved at the purchaser’s expense. If just a portion of the sale price was paid the sales agreement is also dissolved and the partially paid amount is repaid. This is an explicitly dissolving condition which is part of each sales agreement with Venalis. In the case of non-timely payment compensation can be requested ranging from 1 % above € 25000 to 5 % between € 5000 and 25000 and 20 % up to € 5000 of the invoice amount.
21. In the case of dissolution of the agreement a new sale shall be organised at the expense of the original purchaser who remained in default of payment. The purchaser shall in compliance with the regret-based purchasing system be liable for loss that arises from the organisation of a new sale. Except for a demonstration of the actual costs the loss that arises from the organisation of a second sale is deemed to be at least 10 % of the sale amount but with a minimum of € 100. The vendor also reserves the right to recover the lower yield from the purchaser who has remained in default.
22. All invoices and debit notes not settled on the due date are increased by late-payment interest on the outstanding amount in compliance with Art. 1139 CC without any notice of default being required. The contractual late payment interest is 9 % per year and where applicable can be converted into an interest rate per month. Furthermore the invoices and debit notes which have still remained unpaid six months after the due date shall be automatically increased by an inclusive amount equal to 9% of the amount owed with a minimum of € 30.
23. The vendor retains ownership of the sold parcel until the moment that the purchase price is paid.
24. If it emerges that the parcels cannot or may not be collected due to third party claims or because the collection could lead to disproportionate loss or for any other valid reason the purchaser shall only have recourse with respect to the price at which the parcel(s) was/were sold.
D. APPLICABLE LEGISLATION
25. Belgian law is applicable to these General Conditions for the user and to the legal relationships that are associated with the auction.Venalis shall organise the auction in accordance with the Belgian civil and judicial codes except where derogation from these conditions exists.
26. Each purchaser states that it has viewed the parcels on the viewing days and to have accepted them in the state in which they were. As a result there is no question of a contract being concluded remotely.
27. The purchaser and vendor explicitly agree that due to the nature of Venalis’s activity i.e. the sale through bidding of goods from insolvencies or judicial reorganisation the Law on Market Practices and Consumer Protection does not apply as Article 65 of the Law on Market Practices and Consumer Protection stipulates.
28. The purchaser who purchases goods from Venalis or its principals accepts that all of the goods are ‘used goods’ in the sense of Art. 66 of the Law on Market Practices and Consumer Protection. The purchaser states that it explicitly agrees with the fact that goods which were present in the business operation of the involved or judicially reorganised unit are goods that were already used normally regardless of whether they already exhibit traces of use or not.
29. All of the purchased parcels shall be collected at the sites of Venalis or its principal unless explicitly stipulated otherwise. It may be decided to arrange delivery by Venalis or its agents under special conditions. In that case any possible delivery period merely counts as an indication.
30. Timely collection before the expiry of the last collection day is essential in view of the nature of Vanelis’s business. If the purchaser has not collected the merchandise before the expiration of the last collection day the purchase agreement shall be dissolved immediately at the purchaser’s expense without prejudice to any right to compensation as specified in Art. 18. This is an explicitly dissolving condition which comprises a part of each sales agreement with Venalis. If just a portion of the goods in the parcel are collected the sales agreement shall also be dissolved and the already collected portion of the parcel shall be returned to Venalis’s site by the purchaser or its agent.
31. Venalis can specify that a certain parcel or a certain asset can only be collected after the collection of a different parcel or parcels.
32. If the purchaser fails to remove the parcels these shall be transported to the Venalis site at the expense of the purchaser in default or destroyed where applicable. Venalis reserves the right to recover the loss and costs that arise from the transport dismantling and storage from the purchaser at whose expense the purchase was dissolved.
33. The purchaser must take all measures to dismantle break out or remove the goods from the parcel. Venalis never offers help during the collection of the parcels. Any damage that is caused to the parcel is assumed to have been caused by the purchaser itself unless proof is supplied by the actual purchaser.
34. The purchaser is responsible for every permit or administrative formality that is required for the dismantling or transport of the goods. The purchaser must insure itself against any activity which may be deemed hazardous such as but not limited to grinding and incineration.
35. The purchaser is liable for any damage that it causes to its own goods or those of another party during the dismantling breaking down or transporting of the goods. If it appears necessary to damage or alter buildings or goods other than those which have been sold this shall only be possible following written agreement from Venalis subject to the conditions that are stipulated with the approval. Where applicable a surety amount can be requested to cover possible loss.
36. The purchaser whose parcel(s) impede(s) the collection of other parcels is obliged immediately after an e-mail and/or notice by Venalis to ensure this collection of its parcel at the address stated by the purchaser; in the absence of this Venalis is entitled to arrange this collection and possible storage by third parties at the purchaser’s costs and risk.
37. Each purchaser states that it has viewed and examined the parcels on the viewing days either on the vendor’s site or at the location where they are situated. Venalis and/or the bailiff and/or administrator shall not be liable for hidden or visible faults in the goods. The purchaser is deemed to have been fully informed about the state of the goods.
38. The vendor is not liable for any damage that arises from events after the purchase of the merchandise. The vendor is not liable for any damage that arises from improper use of the merchandise.
39. Venalis N.V.’s possible liability is limited in any case to the value of the offer of the person who claims liability and can never amount to as much as the actual value of the merchandise or a third party bid for an item of merchandise.
40. The parcel only includes what was described in the catalogue. The item of merchandise does not extend to its accessories as for example in the following cases (non-limiting):
- Each machine or equivalent appliance is sold without cables sockets fitters and/or utilities attached to a non-sold physical carrier unless specified otherwise in the catalogue.
- Each item is sold without the inclusion of licences source codes or possible intellectual third-party property rights based on these unless specified otherwise.
41. The purchaser shall use every item that bears personal details covered by the legislation on privacy in accordance with the privacy legislation. The mere acquisition of the physical carrier of these data does not release the purchaser from the obligations that arise from privacy legislation.
42. Venalis tries reasonably to describe the parcel as precisely as possible. However the purchaser does not have any recourse due to discrepancies in the description of the type quantity or appearance of the goods in the parcel. Furthermore each purchaser states that it has viewed the parcels on the viewing day(s). The photographs with which the goods are depicted are merely illustrative and do not replace or supplement the description of the parcels in any way. The purchaser acknowledges that it knows that goods in the parcel may incorporate third party rights (intellectual property) and knows that possible copyright rights based on the item of merchandise are not stated in the description and do not belong to the sold parcel.
43. Venalis and/or the bailiff do not provide any guarantee of whatsoever nature relating to the parcels and possible third party claims. The purchaser waives all rights which do not accrue to the purchaser by virtue of required legislation.
44. Venalis reserves the right to change the catalogue at any time. Every careful bidder shall consult the latest version of the catalogue before proceeding with the offer. If the latest version of the catalogue contains substantial modifications Venalis retains the right to launch the offer again to change it or to cancel it with respect to the modified parcel. Venalis’s possible liability can only relate to the latest version of the catalogue.
45. Venalis reserves the right to amend these general conditions. Amendments enter into force 12 hours after they have been communicated to the purchaser. The new conditions replace all prior general regulations unless explicitly stated otherwise.
46. Everyone is present at the viewing and collection days at his own risk.
47. Every unclear stipulation shall be interpreted to the benefit of the vendor.
48. If any part of these conditions proves to be invalid or non-enforceable that part must be interpreted in such a way (in accordance with the applicable legislation) that the original intentions of the parties are expressed as much as possible and the remaining sections completely valid and in force. In the case of the possible invalidity of one of these conditions the remainder of the general conditions continue to be in force.
49. This agreement is governed by Belgian law and in the case of disputes the parties shall approach the courts of the arrondissement of Kortrijk.