Troostwijk-Vavato Seller’s General Terms and Conditions

PART A — INFORMATION FOR CONSUMERS

This part applies specifically to buyers who are private individuals (consumers). As a consumer, you are protected under the Belgian Civil Code (Burgerlijk Wetboek - BW) and the Belgian Code of Economic Law (Wetboek Economisch Recht - WER). Below you will find an overview of your most important rights and obligations, so you do not have to go through the entire document to know your specific rights. You will find the full legal text in Part B.

You are a consumer if you are purchasing for your own use, i.e. not within the context of your professional activities and not from a business account.

A.1 Bid confirmation after acknowledgement of professional Seller information (Section 4.6)

If you purchase from a professional seller acting within the scope of their professional activities, you will receive, as the highest bidder at the end of the auction, a bid confirmation containing information about the seller (in accordance with  Book VI.45, paragraph 1, 2°-3° and Book XII.6 of the Belgian Code of Economic Law).The purchase agreement shall only be concluded when you, as a consumer, confirm the winning Bid by clicking the 'PAY NOW' button in the payment flow.

A.2 Cooling-off period (Section 6)

When does this apply? As a Belgian consumer, you have the right to cancel your purchase if you have purchased a Lot from a professional Seller. This right of withdrawal does not apply for judicial sales or bankruptcy sales.

Period: within fourteen (14) days after collection of the purchased item.

How to withdraw: send a clear statement to Troostwijk-Vavato, preferably in writing. You can use the template form included in Section 6.1 (Part B), available at:

https://economie.fgov.be/sites/default/files/Files/Forms/Formulier-herroeping.pdf

Returning the item: return the item within fourteen (14) days after your withdrawal statement, unless otherwise agreed in writing, to the address of the collection location in the same condition and original packaging. Please make an appointment to do so.

Refund: Troostwijk-Vavato will refund the purchase price using the original payment method, no later than forty-eight (48) hours after receipt of the item in good condition. If you withdraw from the sale before delivery or collection of the Lot, Troostwijk-Vavato will refund within forty-eight (48) hours after receipt of your withdrawal statement. If the item has been used or damaged, Troostwijk-Vavato may claim compensation for any impairment of the item.

Return shipping costs: the shipping costs to return the item must be borne by you.

Cannot be returned: items purchased at public auctions, judicial sales or bankruptcy sales. Troostwijk-Vavato shall have the right to recover the actual costs incurred from the consumer in the event that the right of withdrawal is abused.

A.3 Your warranty rights (Sections 7 & 14)

If you are purchasing from a professional seller who sells items within the context of their professional activities, you are entitled to the statutory warranty specified in the Belgian Civil Code (Burgerlijk Wetboek - BW). As a rule, as a consumer, you are entitled to a two (2)-year warranty on new items and a one (1)-year warranty on used Items. The Lot description will indicate whether the items are new (two (2)-year warranty) or if the warranty is excluded (for private Sellers, bankruptcy sales, sales outside the scope of any professional activities or any other legal reason). Any defects must be reported within two (2) months after their discovery (Sections 1648 & 1649quater of the Belgian Civil Code).

If you are purchasing from a private seller or a professional seller who is not selling within the context of their professional activities, no statutory warranty applies, but the seller must provide a correct description of the items. The platform will always indicate whether the seller is a private individual or a professional seller.

The statutory warranty does not apply either if you are purchasing items at a judicial or bankruptcy sale.

A.4 Payment and late payment (Section 9)

When is payment due? You must pay within forty-eight (48) hours after any Lots are awarded to you.

Late payment fees: Troostwijk-Vavato will send one (1) reminder free of charge. After that, the fees specified in Book XIX.4 of the Belgian Code of Economic Law (consumer law) shall apply. The agreement may be dissolved.

A.5 Your rights upon dissolution (Section 13)

Troostwijk-Vavato will send a notice of default if you do not fulfil your obligations (do not pay, do not collect your items). Troostwijk-Vavato has the right to dissolve the agreement in the cases specified in Section 13 of the General Terms and Conditions. As a consumer, your compensation upon dissolution will be limited to a fixed amount of 25 EUR, plus any actual costs incurred.

A.6 Liability of Troostwijk-Vavato vis-à-vis consumers (Section 14)

If Troostwijk-Vavato or the Seller makes a mistake that causes damage, you are entitled to compensation equivalent to what you would have to pay in the event of non-compliance (see A.5 - Book VI.83, 17° of the Belgian Code of Economic Law). Troostwijk-Vavato cannot be considered a producer (under the Product Liability Act (Wet Productaansprakelijkheid)).

A.7 Competent courts and applicable law (Sections 14 & 16)

Belgian law shall apply to these Terms and Conditions. The competent courts shall be those of the Belgian judicial district of Antwerp, unless otherwise provided for under consumer law (e.g. the court of the place where you live).

PART B — FULL GENERAL TERMS AND CONDITIONS

The conditions below shall apply to all Buyers (consumers and professional Buyers). Provisions specifically applicable to consumers are clearly indicated.

SECTION 1. DEFINITIONS

The following definitions in these Terms and Conditions shall have the meanings described below:

Acceptance: the statement/confirmation from Troostwijk-Vavato to the User that the Purchase Agreement has been concluded. Said statement is given by sending an invoice.

Collection: the actual delivery of the Lot to its Buyer or their authorised representative at the location specified within a timeframe determined by Troostwijk-Vavato.

Buyer’s General Terms and Conditions of Sale: these General Terms and Conditions.

Auto Bid: with an Auto Bid, Users indicate the maximum price they are willing to pay for a Lot. The auctioning system then ensures that, if a third party places a higher bid, the next possible minimum higher Bid is placed immediately on behalf of the User, as long as the maximum price indicated by the User is not reached. Auto Bids can only be disabled by the User placing a Static Bid which is the highest Bid at that time. In the event of tied Bids involving an Auto Bid and a Static Bid, the Auto Bid shall prevail.

Bid: any valid Bid placed by the User on the Website on one (1) or more Lots, including the Premium and any VAT.

Combined Lot: a collection of multiple Lots sold under one (1) Lot number.

Transfer of Ownership: the transfer of ownership and the transfer of risk related to the Lot(s) shall occur at the moment that the Lot(s) is/are awarded. The exceptions for consumers are specified in Section 11.5 of these General Terms and Conditions.

User: a legally competent adult natural person or legal entity registered on the Website with the intent to place a Bid or to be informed of Items put up for auction by Troostwijk-Vavato on behalf of the Seller.

User Agreement: the agreement between Troostwijk-Vavato and the User, concluded through the User’s Registration, allowing the User to place Bids on Lots put up for auction on the Website.

Lot: an Item or a number of Items sold together under one (1) number.

Viewing Day: a period of time determined by Troostwijk-Vavato during which Users have the opportunity to view, inspect and (only if explicitly mentioned by Troostwijk-Vavato) check the proper functioning of any Items put up for auction before conclusion of the Purchase Agreement. Such viewing shall take place under supervision of Troostwijk-Vavato.

Purchase Agreement: the agreement between the Seller and Troostwijk-Vavato’s Client, and the Buyer regarding the sale and purchase of one (1) or more Lots.

Purchase Price: the amount of the highest Bid, increased by the Premium on said Bid and any applicable VAT.

Buyer: the User whose Bid is accepted and to whom the Lot has been awarded.

Delivery: the material transfer of any Lot(s) sold into the possession of the Buyer, at the location and within the timeframe specified for the relevant Auction.

Authorisation: the permission needed to award a specific Bid. For example, a court order, a supervising judge, approval from the general meeting of the selling legal entity, a trustee, etc.

Client: the natural person or legal entity who commissioned Troostwijk-Vavato to act as intermediary to sell one (1) or more Items, in their own name and for their own account or for the name and for the account of any third party, such as a bailiff or authorised representative.

Premium: the (auction) charges paid by the Buyer, namely a percentage of the Bid, plus VAT.

Registration: the process whereby a User signs up on the Website by correctly and completely filling in the registration form on the Website and accepting these Terms and Conditions and the General User Terms and Conditions.

Static Bid: a Bid in the form of a fixed amount placed on a Lot.

Buyer’s Special Terms and Conditions of Sale: the terms applicable to participation in an Auction, in addition to, supplementing or deviating from the General Terms and Conditions and the Seller’s General Terms and Conditions, as specified on the Platform for the relevant Auction.

Award: the explicit declaration by Troostwijk-Vavato (on behalf of the Seller) that a Lot or a combination of Lots is/are sold to the highest bidder in exchange for payment of the Purchase Price, thus concluding the Purchase Agreement. Said declaration consists of Troostwijk-Vavato sending a message, serving as formal Acceptance on behalf of the Seller, that the User must proceed with payment of the Purchase Price.

Troostwijk-Vavato: BV Troostwijk-Vavato, with its registered office at Blancefloerlaan 179 A, 2050 Antwerpen, Belgium, with company registration number 0599.890.164, or its subsidiary or sister company/companies as listed on the website.

Auction: the online sale of movable Items organised by Troostwijk-Vavato on a publicly accessible Website.

Seller: the natural person or legal entity, or the administrator, who wishes to sell Items to Buyers through Troostwijk-Vavato.

Website(s): the websites, www.vavato.com and www.troostwijkauctions.com, maintained by Troostwijk-Vavato and based in Antwerp, Belgium, as well as all other (future) websites registered in the name of Troostwijk-Vavato and/or used for the relevant Auction.

Items: any movable goods sold, whether or not collectively in one (1) Lot.

SECTION 2. APPLICABILITY

2.1 The General Terms and Conditions of Sale shall apply to the relationship between Buyers, i.e. Users, on the one hand and Troostwijk-Vavato on the other when participating in Auctions.

2.2 Any general terms and conditions other than these, the General User Terms and Conditions, the Seller’s General Terms and Conditions and (if applicable) the Specific Terms and Conditions of Sale shall not apply.

2.3 If, due to any legal provision, any parts of these Terms and Conditions should be rendered invalid, they shall be replaced by those legally valid provisions as come closest to them.

SECTION 3. AUCTION

3.1 In the event of a technical fault on the Website, which makes it not fully and/or not at all accessible to all Users, Troostwijk-Vavato shall have the right to extend the Auction by twenty-four (24) hours or to resume it for the amount of time the technical fault persisted. The following shall apply in addition on the Vavato platform: each time a Bid is placed on a Lot during the last six (6) minutes before closing, the Auction for said Lot shall be automatically extended each time in blocks of six (6) minutes after the indicated closing time.

3.2 By registering, Users acknowledge and agree to the particular circumstances in which online Auctions are conducted and the technical imperfections associated with such Auctions. Troostwijk-Vavato hereby excludes any liability for any damage whatsoever, direct and/or indirect, incurred in any way, including but not limited to any damage resulting from the use of the Website, except in the event of wilful and/or gross negligence on the part of Troostwijk-Vavato or its delegates or agents, or, except in cases of force majeure, in the event of non-performance of material obligations that are the subject of the Agreement. More specifically, Troostwijk-Vavato shall in no case accept any liability, except for the liability that cannot legally be limited by Troostwijk-Vavato, for any damages occurring in any way through and/or resulting from:

●       any actions taken by the User and prompted by information posted on the Website;

●       the inability to use the Website (fully) and/or any other faults in the Website, the underlying system, the internet or any other external faults;

●       the Lots not meeting the specifications as listed on the Website, taking into account the Buyer’s duty to inspect the Items in accordance with Section 7.2, and considering the other applicable provisions below. Only the Sellers may be directly approached if the Lots do not meet the specifications listed on the Website. Troostwijk-Vavato encourages Sellers to the largest extent possible to clearly describe the essential characteristics of their Lots and to clearly indicate any defects;

●       the fact that the information on the Website is incorrect, incomplete or not up-to-date. This, too, is an issue to be addressed solely and directly with the Seller;

●       any errors in the Website software and/or the underlying system;

●       the unlawful use of systems, including the Troostwijk-Vavato Website, by any third party;

●       any acts on the Seller’s part after the User has concluded a Purchase Agreement with them.

SECTION 4. ORGANISATION OF THE AUCTION

4.1 Troostwijk-Vavato shall be responsible for organising, preparing, executing and settling the Auction.

4.2 Troostwijk-Vavato shall have the right to do the following before or during the Auction without giving any reason:

●       not to recognise a Bid as such;

●       exclude one (1) or more Users from the Auction;

●       combine Items into Lots, split Lots and withdraw Lots from the Auction;

●       correct errors of Troostwijk-Vavato in any Bids and/or Awards, without Users being able to invoke these errors and/or derive any rights from them;

●       take any other measures they deem necessary.

4.3 Troostwijk-Vavato shall be authorised to require prepayment or another form of security to be provided by Users before or during certain Auctions and/or Bids on certain Lots and before allowing further bidding.

4.4 The Client and/or Troostwijk-Vavato are entitled to add Lots from other Sellers to Auctions.

4.5 Troostwijk-Vavato’s Platform shall state whether the Seller is a private person or professional Seller, or whether the sale in question concerns a judicial sale or bankruptcy sale.

4.6 If the Buyer is a Belgian consumer and the Auction results in a Belgian B2C transaction, the highest bidder will receive a Bid confirmation once the Auction has ended, containing information about the Seller, in accordance with Book VI.45, paragraph 1, 2°-3° and Book XII.6 of the Belgian Code of Economic Law. The Purchase Agreement shall only be concluded when you, as a consumer, confirm the winning Bid by clicking the 'PAY NOW' button in the payment flow. 

4.7 The judgment of Troostwijk-Vavato regarding any occurrences during the Auction shall be binding.

SECTION 5. BIDS AND PURCHASE AGREEMENT

5.1 When registering, Users must choose either a personal or business Account. Business accounts may only be used to bid for business purposes. Users who wish to use the Platform for both business and personal purchases (as a consumer) must create two (2) separate Accounts.

5.2 Users are banned from bidding on Lots put up for auction by themselves or any family members. Users may not place Bids either on direct or indirect instruction from or after consultation with any Seller. Whenever Troostwijk-Vavato determines that this provision is being violated, Troostwijk-Vavato may immediately suspend or stop the Auction. In that case, the User must pay compensation equal to the Premium, without prejudice to any other right of Troostwijk-Vavato.

5.3 After logging into their Account on the Website, Users may place a Bid on one (1) or more Lots. Users will indicate a base amount for the Bid when displaying a Lot. After entering a Bid, Users will see a review screen with the amount of their Bid (price), the auction charges, any VAT and the total amount. Except in the case specified in item A.1. of these Buyer's General Terms and Conditions, every Bid is unconditional, irrevocable and without any reservation. By placing a Bid, Buyers accept the associated conditions and agree to purchase the Lots for the price of their Bid. Troostwijk-Vavato and/or the Seller shall have the right to reject any Bids without giving a reason. Bids are placed excluding the Premium and any applicable taxes. Troostwijk-Vavato and/or the Seller are entitled to bid.

5.4 If multiple Users declare that they are placing or have placed a joint Bid, they are jointly, severally and indivisibly liable for the obligations resulting from that Bid.

5.5 Troostwijk-Vavato shall determine whether such errors were made when placing a Bid that it cannot be considered realistic, and therefore the individual who placed the Bid cannot be held to account for it. No rights may be derived from this decision by any of the parties involved.

5.6 The Lot page on the Website will indicate whether a Lot is put up for auction together with one (1) or more other Lots as a combination of Lots. In this case, the individual Lots can be bid on first and once the bidding on all individual Lots is closed, the Lot combination can be bid on. Individual Lots shall be awarded only if the total of the highest awardable Bids on the individual Lots is higher than the highest awardable Bid on the Lot combination. The Lot combination shall be awarded only if the highest awardable Bid on the Lot combination is higher than the total of the highest awardable Bids on the individual Lots.

5.7 Bids must be placed either as Static Bids or Auto Bids. If Users place a Static Bid, they place a Bid in the form of a fixed amount on a Lot. If Users place an Auto Bid, they indicate the maximum price they are willing to pay for a Lot. The auctioning system then ensures that if a third party places a higher Bid, the next possible minimum higher Bid is placed immediately on behalf of the User, as long as the maximum price indicated by the User is not reached. Auto Bids can only be disabled by the User placing a Static Bid which is the highest Bid at that time. In the event of tied Bids between an Auto Bid and a Static Bid, the Auto Bid shall prevail.

5.8 The Purchase Agreement is concluded when the Lot is awarded. Troostwijk-Vavato’s Platform shall indicate whether a Lot will be awarded provisionally or definitively. Troostwijk-Vavato reserves the right to change the status of the Lot during the Auction from provisionally to definitively awarded and vice versa. In the event of a provisional Award, Troostwijk-Vavato shall submit the results to the Seller after the Auction has ended and the Purchase Agreement shall be concluded only after the Seller’s agreement. Generally, Lots will be awarded to the User who placed the highest Bid (definitive Award).However, Lots may be awarded to another User who placed the then highest Bid in application of the provisions of Section 5.3 or any special award conditions of the Buyer’s Special Terms and Conditions of Sale or for other reasons at the discretion of Troostwijk-Vavato. Other reasons include, among others, the inability to properly dismantle or transport the purchased Item, failure to comply with payment obligations, failure to provide any requested amount in security, non-compliance with the deadlines and terms of loading, and so on.

5.9 The Buyer will receive an email, no later than two (2) working days after closure of the Auction (excluding Saturdays, Sundays and Belgian public holidays), on behalf of the Seller(s), confirming that the Purchase Agreement has been concluded, along with a payment request for the total amount due and the period within which the User must satisfy this payment request. This email will indicate if Authorisation from the Client, whether judicially or otherwise, is necessary. If so, the Lot will be definitively awarded only after such Authorisation has been given. The User’s Bid has not been allocated if they do not receive an email within the specified period. Troostwijk-Vavato shall have the right not to award Lots or to award Lots under suspensive conditions.

5.10 Unless expressly indicated with the Lot, Troostwijk-Vavato shall not be a party to the Purchase Agreement, but merely facilitate the conclusion of any purchase agreements. The Buyer’s Special Terms and Conditions of Sale or those on the Auction page on the Website will indicate if the Auction constitutes a judicial (forced) sale.

5.11 If the Auction is conducted “in the presence of a notary or bailiff”, a notary or bailiff will oversee the Auction, any Bids placed and Awards made.

SECTION 6. CONSUMER RIGHT OF WITHDRAWAL (COOLING-OFF PERIOD)

This section applies solely to Auctions involving professional Sellers selling to Belgian consumers.

6.1 Buyers acting in a consumer capacity under consumer law shall have the right to withdraw from the Purchase Agreement without giving a reason within fourteen (14) days after the purchased Item has come into their possession. Withdrawing shall not be possible in the event of judicial sales or bankruptcy sales. To exercise their right of withdrawal, Buyers must inform Troostwijk-Vavato of their decision to withdraw from the Purchase Agreement by way of an unambiguous statement. Book VI.51, paragraph 1 of the Belgian Code of Economic Law:

“Consumers must return the goods or hand them over to the company or to any person authorised by the company to receive them without delay and in any event within fourteen (14) days from the day on which they have communicated their decision to withdraw from the agreement in accordance with Book VI.49 to the company, unless the company has offered to collect the goods itself. The deadline shall be deemed to have been met if consumers return the goods before the end of the fourteen (14)-day period. Consumers shall only bear the direct costs of returning the goods unless the company agrees to bear these costs or has failed to inform consumers that they should bear these costs.”

For clarity, Troostwijk-Vavato hereby confirms that the costs to return any Items, in accordance with the section above, shall be the consumer’s sole responsibility.

Unless agreed otherwise, Buyers (consumers) must deliver any purchased Items upon their withdrawal of the Purchase Agreement, in the same condition and with the original packaging, to the address of the Collection location within a period of fourteen (14) days, in exchange for which they will be provided with a receipt. They must have a confirmed appointment to do so. Any refund will be processed using the original payment method, no later than forty-eight (48) hours after the return of the Lots in good condition. If Buyers withdraw from the sale before any Lot is delivered or collected, Troostwijk-Vavato will make the refund within forty-eight (48) hours after receiving the withdrawal statement. If the Items have been used, are damaged or no longer in the same condition, Troostwijk-Vavato is entitled to claim compensation for impairment of the Items (Book VI.51, paragraph 2 of the Belgian Code of Economic Law).

Buyers may use the withdrawal template available at https://economie.fgov.be/sites/default/files/Files/Forms/Formulier-herroeping.pdf to invoke their right of withdrawal:

Model form for withdrawal:

To [the Seller indicated on the invoice, their name, address and email address]:

I/We(*) am/are(*) informing you that I/We(*) hereby withdraw from my/our agreement concerning the sale of the following goods(*)/delivery via the www.vavato.com or www.troostwijkauctions.com platform:

[Lot description and No.]

Ordered on/Received on(*): ___________

Consumer name(s): ___________

Consumer address(es): ___________

Date: ___________

Consumer signature(s) (only if this form is submitted on paper):

(*) Please strike through all that do not apply

6.2 Buyers (consumers) shall bear all direct costs to return the Items. Consumers shall be liable for any impairment of the Items, unless such losses are caused by the nature, features and operation of the Items merely being established. Troostwijk-Vavato shall have the right to recover the actual costs incurred from consumers in the event that the right of withdrawal is abused.

SECTION 7. WARRANTIES, CLAIMS AND INDEMNITIES

7.1 Troostwijk-Vavato and/or the Seller provide no warranties of any kind concerning the Lots and any claims on them by any third parties, except the statutory warranties which are imposed by law and for the sake of public order on the category to which the Buyer belongs, such as those for Belgian consumers, and which are binding only on the Seller. In the event that Troostwijk-Vavato is held accountable, the Seller shall hold them fully harmless, including all costs, such as but not limited to the costs for any legal defence. The Items sold on the Platform can be either new or used. The Lot page will indicate whether any consumer warranty applies. If such consumer warranty applies, this warranty shall be two (2) years for new Items and one (1) year for used Items. The status of the Seller (private individual, professional, Seller or professional individual selling outside the scope of their professional activities) will also be indicated on the Lot page as the consumer warranty is expressly excluded for private Sellers, judicial sales, bankruptcy sales or sales by professional Sellers outside the scope of their professional activities. Buyers waive all rights not conferred on them by law and for the sake of public order. Buyers (non-consumers) must report any visible defects upon Collection. For packaged Items they must do so within a period of three (3) working days after Collection.

Consumer information: consumers must report any defects within two (2) months after their discovery (see Sections 1648 & 1649quater of the Belgian Civil Code).

7.2 The Troostwijk-Vavato Website offers no warranty or security. Troostwijk-Vavato depends on its Sellers for the Lot descriptions and any accompanying photos. Troostwijk-Vavato makes every effort to have Lots described and photographed as fully and accurately as possible, but does not accept any liability for damage due to incorrect or incomplete descriptions (except any liability that cannot be legally limited, such as for wilful or gross negligence and fraud). Any liability for damage due to incorrect or incomplete descriptions can only be invoked against the Seller. The Buyer acknowledges that they have had the opportunity to inspect the Items (see Section 8). If they do not do so, they shall purchase the Items entirely at their own risk.

7.3 Any piping, cabling and/or other energy, control or production connections, which are located on/in a Lot, are sold only up to the first shut-off valve, circuit breaker, fitting or marking applied, unless explicitly stated otherwise in the Specific Terms and Conditions of Sale Any connections underground or cemented in shall never be part of any Lot, unless explicitly specified otherwise in the Specific Terms and Conditions of Sale.

7.4 The Lots are sold “as is” in the condition they are in on the date of their Award with all associated benefits and burdens. Troostwijk-Vavato provides no guarantee as to any (visible or hidden) defects or warranty regarding completeness, required documentation, quantities, functioning, usability, merchantability, the absence or existence of any third-party rights or claims and/or the possibility of transfer to third parties. Any potential claims in this regard can only be made against the Seller.

7.5 Any defects of any kind or disappointed expectations shall not entitle the Buyer to any compensation from Troostwijk-Vavato. The Buyer is assumed to have carefully inspected the Lot in advance. Any liability for damage due to defects or disappointed expectations can only be invoked against the Seller.

7.6 In the event that any third parties should assert any rights on a Lot after the Auction (such as intellectual property rights or security rights), and the Auction turns out to have been conducted disregarding those rights, then the Buyer, at Troostwijk-Vavato or the Seller’s request, must deliver the Lot to the third party concerned or make arrangements to this effect. If the Lot must be returned for this reason or can no longer be used normally, the Buyer may unilaterally and extrajudicially terminate the Purchase Agreement via registered letter with acknowledgment of receipt. The Buyer shall have the right to a full refund of the Purchase Price, without additional compensation from Troostwijk-Vavato, provided, however, that the Items are returned undamaged upon first request.

Consumer information: if the Buyer is a Belgian consumer and any damage can be attributed to Troostwijk-Vavato or the Seller, Troostwijk-Vavato or the Seller shall be liable for compensation equivalent to the amount the consumer would have to pay in the event of non-compliance, as specified in item A.5 or Section 13 of the Buyer’s General Terms and Conditions of Sale (see Book VI.83, 17° of the Belgian Code of Economic Law).

If any third parties assert any rights on a Lot before Collection, Troostwijk-Vavato may dissolve the Purchase Agreement via email, and refund the amount paid.

7.7 The Buyer shall hold Troostwijk-Vavato harmless from any third-party claims resulting from the Purchase Agreement between the Seller and the Buyer.

SECTION 8. INSPECTION BY THE BUYER

8.1 As part of certain Auctions, Buyers are given the opportunity to inspect the Items put up for auction in advance on the Viewing Day and, if necessary, during the bidding. This Viewing Day is indicated on the Website, including the place, day and time. Buyers may, under supervision of Troostwijk-Vavato or the Seller, view the Items, inspect them, check their proper functioning, as well as their conformity and whether the information on the Website is complete. Buyers who do not carry out such an inspection do so entirely at their own risk and release Troostwijk-Vavato from any liability regarding the information provided on the Website.

8.2 The Item descriptions and all information given by or on behalf of Troostwijk-Vavato are provided to the best of all parties’ abilities and are indicative only, subordinate to the Buyer's own obligation to inspect the Items. Troostwijk-Vavato does not guarantee the accuracy of any information, but always encourages Sellers to disclose all essential characteristics and clearly describe and photograph any defects. Troostwijk-Vavato shall have the right to correct any inaccuracies in any verbal and written statements made by or on behalf of Troostwijk-Vavato as well as any errors made (whether or not during any Auction) without Buyers being able to derive any rights from them. Any Bids placed before any correction shall expire when such a correction may affect the bidding. Troostwijk-Vavato shall not be liable for any inaccuracy or incompleteness in any Item description. Buyers shall not have the right to revoke their Bids or dissolve the Purchase Agreement if any Item turns out not to match its description.

Consumer information: consumers may always invoke Sections 1648 & 1649quater of the Belgian Civil Code concerning warranties vis-à-vis the Seller (see Section 7 of these Buyer’s General Terms and Conditions of Sale).

8.3 Buyers - or any carrier engaged by them - must properly inspect the purchased Items upon Collection as specified in Section 11 of these Terms and Conditions. By signing a Lot receipt, Buyers or the carrier explicitly accepts the Items in their current condition, quality and quantity.

Consumer information: consumers may always invoke Sections 1648 & 1649quater of the Belgian Civil Code concerning warranties vis-à-vis the Seller (see Section 7 of these Buyer’s General Terms and Conditions of Sale).

SECTION 9. BUYER’S PAYMENT OBLIGATIONS

9.1 Buyers must ensure that the Purchase Price is credited onto an account designated by Troostwijk-Vavato within forty-eight (48) hours after Troostwijk-Vavato has confirmed the Award by sending the Purchase Agreement. Payment must be made in euros or in any other currency specified by Troostwijk-Vavato. Unless expressly agreed otherwise in writing, Users shall not be entitled to any discounts.

9.2 In the event that the Purchase Price is paid late, Troostwijk-Vavato will charge the Buyer a fixed fee of 19% of the Bid amount for any collection and/or extrajudicial costs, plus any interest applicable in accordance with applicable law concerning late payment in commercial transactions. This interest shall be calculated from the day on which the payment was due at the latest until the day of actual payment, without prejudice to the right of Troostwijk-Vavato and the Seller to claim full compensation. Buyers shall also pay the Auction charges.

Consumer information: if consumers pay late, Troostwijk-Vavato will send a free reminder in accordance with Book XIX.2, paragraph 3, 4° of the Belgian Code of Economic Law. After this reminder, Troostwijk-Vavato shall be entitled to the amounts in accordance with Book XIX.4 of the Belgian Code of Economic Law. Troostwijk-Vavato reserves the right to dissolve the Purchase Agreement in accordance with Sections 11.3 & 13, including, among other things, if payment is not made within a period of forty-eight (48) hours, in accordance with Section 9.1. Troostwijk-Vavato may then sell the Lot concerned to another bidder and/or put the Lot up for auction again.

9.3 Payments will be allocated to any costs first, then to any overdue interest, and only after these to the Purchase Price.

9.4 Buyers must have paid prior to taking any Items into their possession. Reservation of title applies until full payment to the extent necessary. As long as a Buyer has outstanding debts with Troostwijk-Vavato, any Delivery of purchased Items may be suspended until full payment.

9.5 Buyers from outside the EU must deposit a guarantee upon Troostwijk-Vavato's request equal to the VAT owed.

SECTION 10. SAFETY

10.1 Anyone entering the buildings and/or premises on Viewing Days or on the day of Collection will do so entirely at their own risk. Instructions from the Client, Troostwijk-Vavato and/or any third parties engaged by Troostwijk-Vavato must be followed to ensure the safety of all present.

10.2 The Client and Troostwijk-Vavato accept no liability for any damage caused by entering these buildings and premises, except for any liability that cannot legally be limited.

SECTION 11. COLLECTION (PICKUP)

11.1 Once Buyers have fulfilled all their payment obligations, they may collect the relevant Lot(s) or have them collected upon presentation of proper identification and the invoice, during the times and at the place established by Troostwijk-Vavato. Buyers must collect their Items no later than the date specified in the Special Auction Terms and Conditions. Troostwijk-Vavato may decide that certain Lot(s) can only be collected after other Lots have been collected.

11.2 Buyers shall be responsible for correct and timely Collection of their purchased Lots. Troostwijk-Vavato shall be responsible for organising and co-ordinating the Collection time of any Items sold by the Client.

11.3 If a Buyer refuses to collect their Items or is negligent in providing the information or instructions needed for Collection, or if they have paid the Purchase Price but have not collected the purchased Items at the time and place determined by Troostwijk-Vavato, Troostwijk-Vavato is entitled to store the purchased Item(s) at the Buyer's risk for a period of up to one (1) month or shorter, as communicated in writing by Troostwijk-Vavato to the Buyer. If the Buyer comes to collect the Items within this period, they must first reimburse any administrative costs as well as any costs for storage and insurance incurred, with a minimum of 350 EUR. Troostwijk-Vavato shall have the right to suspend the release of any Items until the storage costs have been paid in full. After this period of one (1) month, or after the shorter period communicated by Troostwijk-Vavato, the Buyer shall be assumed to have waived their right of ownership in the Items, and Troostwijk-Vavato will be entitled by operation of law, and without further notice of default, to resell the Items. This Section shall not affect Troostwijk-Vavato's right to demand performance of the Purchase Agreement at any time and, in accordance with Section 13.2, to claim full compensation if the Buyer is legally in default due to non-compliance with any obligation in the Purchase Agreement. In such cases, Troostwijk-Vavato shall have the right to dissolve the Purchase Agreement on behalf of the Client. In the event of non-payment, the Client is entitled to dissolve the Purchase Agreement immediately in order to be able to resell the Items, in accordance with Section 9.2 of the agreement.

11.4 The Buyer must ensure that all requirements of any nature regarding the export of Items to any EU country or any other country are complied with. This means, among other things, that the Buyer must comply with the rules and regulations of the relevant country concerning the payment of taxes and levies, and any required documentation, and that they must obtain the necessary permits and licences if needed. If the Items must be transported, the Client or the Buyer, not Troostwijk-Vavato, must be listed as the shipper or recipient of the Items on the shipping or customs documents.

11.5 The Transfer of Ownership and risk concerning the Lot(s) shall occur when the Lot(s) are awarded. From that moment, Troostwijk-Vavato or the Seller shall only be bound to their obligations as a bailee. Troostwijk-Vavato or the Seller shall, for example, no longer be liable in the event of force majeure, in any event that was unavoidable and happened outside of Troostwijk-Vavato’s will, such as but not limited to fire, natural disasters, theft in spite of sufficient security, water damage, etc., and they are not obliged to take out insurance against these risks. Actual Delivery shall be deemed to have taken place upon Collection. Collection shall consist of making the purchased Items available to the Buyer at the time(s) determined by Troostwijk-Vavato.

Consumer information: if the Lot(s), awarded to the consumer, are sent to their Buyer, the risk of loss or damage to such Lot(s) passes to the consumer once they or any third party who is designated by them but is not the carrier, have physically received the Lot(s). If the carrier is engaged by the consumer and therefore not provided by Troostwijk-Vavato or the Seller, the risk shall transfer to the consumer upon Delivery to the carrier.

11.6 If the items need to be disassembled to be collected, the Buyer must do so properly at their own expense and risk. The Buyer will not be entitled to disassemble any Items connected to Items not purchased by them, unless with explicit written permission from Troostwijk-Vavato and/or the Seller. The Buyer shall be liable for any damage to the purchased Items caused during or within the context of their Collection and shall hold Troostwijk-Vavato and/or the Seller harmless from any claims by third parties in this respect.

11.7 The Buyer must obtain explicit permission from Troostwijk-Vavato and/or the Seller to use any of their own equipment for moving and/or loading any Lot. The Buyer hereby confirms that they are aware of the relevant rules and regulations and have valid liability insurance to operate the forklift truck. The Buyer shall be responsible and liable at all times for the safe use of the forklift truck at the location of sale.

11.8 Troostwijk-Vavato is entitled to dissolve the Purchase Agreement if it turns out that a Lot cannot be delivered due to claims from third parties or because its Collection could cause unacceptable damage to the buildings or premises where the Lot is located, or its Collection would otherwise prove to be onerous. In this case, the Purchase Agreement shall be dissolved by email and/or registered letter to the Buyer at the address provided by them, after which Troostwijk-Vavato and/or the Seller is/are obliged to refund the amounts already paid by the Buyer to Troostwijk-Vavato in connection with the purchase of the Lot(s).

11.9 Buyers whose Lots impede the Collection of other Lots must arrange for their Lots to be collected promptly upon receiving an email and/or notification from Troostwijk-Vavato at the address provided. If they fail to do so, Troostwijk-Vavato will be entitled to arrange for Collection of the Lots and any third-party storage at the expense and risk of the Buyer.

11.10 Troostwijk-Vavato shall not be responsible for any waste disposal and/or removal. The Seller shall be responsible for this, unless the assignment for waste disposal and/or removal is expressly given to Troostwijk-Vavato at the Seller's expense.

11.11 Troostwijk-Vavato shall inform the Buyer and notify them if any waste is present as soon as they encounter it during the execution of the Agreement.

SECTION 12. SELLER OR THIRD-PARTY PERSONAL DATA AND BUSINESS INFORMATION

The Seller and Buyer hereby agree that any personal data, software applications and/or business information of the Seller or any third party on or in a Lot will not be part of the Purchase Agreement. The Buyer shall promptly inform Troostwijk-Vavato if, after any Auction, any personal data and/or business information is found in a Lot and, at first request, will provide their unconditional co-operation to deliver this personal data and/or business information to the Seller or arrange for their destruction. Except for the obligations above, the Buyer shall keep this data confidential and shall not process, use or have them used in any way, or provide or have them provided to any third parties or give any third parties access or have others give any third parties access to this data.

SECTION 13. DISSOLUTION

13.1 The Buyer’s failure to comply with any obligation in the Purchase Agreement, including (but not limited to):

·       failure to pay the Purchase Price in time or in full, within forty-eight (48) hours after the Purchase Agreement is concluded;

·       failure to collect the Lot(s) on time; and/or

·       failure to provide the information or documentation required for Collection;

shall render the Buyer in default by operation of law, and the Seller shall have the right to dissolve the agreement with the Buyer by way of a written declaration, without owing any compensation to the Buyer, and/or to sell the purchased Items immediately to one (1) or more third parties, without prejudice to the right of Troostwijk-Vavato and/or the Seller to (additional) compensation. The above shall also apply if, after conclusion of the Purchase Agreement, Troostwijk-Vavato or the Seller become aware of any circumstances that give the Seller and/or Troostwijk-Vavato proper grounds to fear that the Buyer will not fulfil their obligations, such as:

·       in case of bankruptcy, suspension, insolvency or cessation of payment by the Buyer;

·       if Troostwijk-Vavato has requested the Buyer to provide a security for compliance purposes and this security is not provided or is insufficient;

·       if the Buyer is otherwise in default and has failed to meet their obligations under the Purchase Agreement.

The Buyer shall compensate all damages caused by their default or wrongful actions, both to the Seller and to Troostwijk-Vavato. In the event that the Purchase Agreement is dissolved within the meaning of this Section 13.1, the Buyer shall not be entitled to reclaim the Premium, to the extent that they have already paid it to Troostwijk-Vavato. Troostwijk-Vavato is entitled to compensation as set out in Section 13.6 below in the event that the Purchase Agreement is dissolved in accordance with this Section 13.1.

Consumer information: for consumers, we refer to the appropriate terms and conditions.

13.2 The Seller and/or Troostwijk-Vavato shall have the right to cancel the Purchase Agreement in the event of unforeseen circumstances (for example, in relation to any staff or equipment used by Troostwijk-Vavato to execute the Purchase Agreement) that make it impossible to execute the Purchase Agreement, or so difficult and/or costly that it can no longer be reasonably expected to execute the Purchase Agreement. In that case, the Buyer shall not be entitled to compensation or any other payment.

13.3 Once the ownership of the purchased Items has been transferred to the Buyer, the Buyer can no longer demand the Purchase Agreement to be dissolved or cancelled.

Consumer information: for consumers, we refer to their statutory warranty rights.

13.4 The Seller and Troostwijk-Vavato may cancel the Purchase Agreement if any third party (for example, the owner of a building or another party concerned) insists that an Item must be removed carefully, and Troostwijk-Vavato believes that such removal could damage or endanger the building or property of this third party, or for any other valid reason. Cancellation of the Purchase Agreement shall be done by way of a written confirmation by email or registered letter.

In this case, the Buyer shall not be entitled to any compensation. Troostwijk-Vavato and the Seller are only obliged to:

·       refund the Purchase Price already paid; and

·       cancel any invoice already sent by issuing a credit note.

13.5 In the event that any circumstances should arise prior to Delivery or Collection of the Item that make its Delivery or Collection no longer possible due to force majeure (i.e., any unavoidable event that occurred outside of any party’s will) with the Seller or Troostwijk-Vavato, the Seller and Troostwijk-Vavato, on behalf of the Seller, shall have the right to dissolve the Purchase Agreement by operation of law with written confirmation via email or registered letter, without owing any compensation. Examples of force majeure can include (but are not limited to) fire, theft or damage due to natural disasters. In this case, the Buyer shall not be entitled to any compensation. Troostwijk-Vavato and the Seller are only obliged to:

·       refund the Purchase Price already paid; and

·       cancel any invoice already sent by issuing a credit note.

13.6 In the event that the Purchase Agreement is dissolved within the meaning of Section 13.1, except for dissolution due to non-payment, in which case the fees included under Section 9.2 shall apply, the Buyer who is in default shall owe Troostwijk-Vavato a fixed amount of 25% of the Purchase Price, in addition to the Premium, to cover any administrative, storage, insurance and transport costs, etc., without prejudice to the right of Troostwijk-Vavato and/or the Seller to claim full compensation.

Consumer information: for consumers, any compensation is limited to a fixed amount of 25 EUR, plus the actual costs incurred.

SECTION 14. LIABILITY

14.1 Any liability of Troostwijk-Vavato’s , if and to the extent that any liability remains once the remaining provisions in these General Terms and Conditions have been applied, shall be limited to the minimum statutory amount and (in any case) to the amount covered by Troostwijk-Vavato's liability insurance in the relevant case, with a maximum of 2,500,000 EUR per claim. If Troostwijk-Vavato’s liability insurance does not cover said liability, Troostwijk-Vavato's liability shall be limited to the Premium amount, with a maximum of 5,000 EUR for all claims, both individual and collective.

The auxiliary persons who Troostwijk-Vavato may employ in the performance of its services can in no case be held extra-contractually liable by the contracting party or by any third parties for any damage resulting from or related to the execution of the Agreement.

14.2 Troostwijk-Vavato shall not be liable for any consequential damages, such as - though not exhaustive - any loss of profits or the unsaleability of any Items.

14.3 Furthermore, any liability on the part of Troostwijk-Vavato concerning defects in any Lot(s) or regarding any (alleged) infringement on third-party (intellectual property) rights is excluded. The Buyer is aware that third parties may hold (intellectual property) rights in the Lot(s).

14.4 If, in spite of prior attempts to reach an amicable settlement, no agreement is reached between the parties, only the courts of the Belgian judicial district of Antwerp shall be competent, except in those disputes for which different arrangements have been legally provided, such as under bankruptcy law.

14.5 Troostwijk-Vavato provides no warranty to the Buyer for visible or hidden defects and provides no guarantee regarding the completeness, quantities, proper functioning, usability, merchantability, the purpose which the Buyer purchased the Items for, the absence or existence of any third-party rights or claims, and/or the possibility of transferring Items to third parties, etc. Defects of any kind, disappointed expectations on the Buyer’s and/or acquiring third parties’ part shall not entitle these parties to any compensation and/or performance on the Buyer’s or other third parties’ part.

Consumer information: for consumers, the statutory warranty for professional Sellers as provided for in the Belgian Civil Code shall apply.

14.6 Troostwijk-Vavato cannot be considered a producer within the meaning of the Product Liability Act (Wet Productaansprakelijkheid) and thus accepts no liability for physical or moral damage caused by any goods sold.

14.7 The following shall apply to the liability of Troostwijk-Vavato and the Seller, notwithstanding the other provisions in this Section 14:

•       Troostwijk-Vavato and/or the Seller shall not be liable for any damage incurred by or caused to any persons or Items, before conclusion of the Purchase Agreement.

•       Troostwijk-Vavato and/or the Seller shall not be liable for any damage caused to, by or in connection with any purchased Items, including the loss of any purchased Items;

•       Troostwijk-Vavato shall in no case and/or the Seller shall to the extent possible not be liable for any visible or invisible defects to the purchased Items. The Seller shall be responsible for such defects vis-à-vis consumers, and the statutory warranty shall apply. The Buyer must investigate any defects within the context of their inspection as referred to in Section 8 of these Buyer’s General Terms and Conditions of Sale, and the Buyer, except if they are a consumer, must inform Troostwijk-Vavato immediately in writing of any imperfections, defects, deviations, etc. thus discovered. If the Buyer fails to do so, the consequences shall be borne by the Buyer;

•       Troostwijk-Vavato shall in no case and/or the Seller shall to the extent possible not be liable for any non-compliance of any purchased Items with European rules and regulations, legal rules and regulations or any other rules and regulations, including any regulations promoting workplace safety for employees.

•       Troostwijk-Vavato shall in no case and/or the Seller shall to the extent possible not be liable for any damage caused by and/or resulting from any environmentally hazardous or harmful substances in or on the purchased Items.

•       Troostwijk-Vavato and/or the Seller shall not be liable for any damage caused within the context of any online Auction and resulting from computer faults, including hardware and/or software defects and/or faults. Troostwijk-Vavato and/or the Seller shall, therefore, not be liable for any damages if the Seller is unable to place a Bid due to a computer fault.

•       Troostwijk-Vavato and/or the Seller shall not be liable for any damage caused within the context of any online Auction resulting from viruses or other unauthorised programmes or files potentially distributed through the Auction Website.

•       Troostwijk-Vavato shall in no case and/or the Seller shall to the extent possible not be liable for any damage resulting from incorrect, outdated and/or incomplete information whether or not mentioned on the Troostwijk-Vavato Website and/or any websites that may be visited by clicking on links to other websites mentioned on the Troostwijk-Vavato Website. Troostwijk-Vavato equally cannot guarantee that the Seller has the actual right to alienate the Items and that these are not encumbered with any limited rights, other restrictions or intellectual property rights of third parties.

•       Troostwijk-Vavato shall not be liable for any damage suffered or still to be suffered by the Buyer, including any consequential damage, insofar as there should be a lack of authority to transfer on the Seller’s part, any limited rights, lack of power to dispose of the Items, other limitations, and/or any third-party intellectual property rights regarding the Items.

14.8 Any liability limitations on the part of Troostwijk-Vavato or the Seller in these Buyer’s General Terms and Conditions of Sale shall not apply if the damage is due to wilful and/or gross negligence on the part of Troostwijk-Vavato or its delegates or agents, or, except in cases of force majeure, in the event of non-performance of material obligations that are the subject of the Agreement.

14.9 Troostwijk-Vavato will always engage third parties with due care. However, Troostwijk-Vavato shall not be liable for any shortcomings of these third parties.

SECTION 15. AMENDMENTS, OPERATION

15.1 If and to the extent that any provision in these General Terms and Conditions is or is rendered null and void, the remaining provisions shall remain in full force and effect. Troostwijk-Vavato will then establish a new provision to replace the null/void provision, taking into account the intent of the null/void provision as much as possible.

15.2 Troostwijk-Vavato may declare Specific Terms and Conditions of Sale applicable in addition to these General Terms and Conditions. Such Specific Terms and Conditions of Sale will be communicated prior to any Auction. If and insofar as the Specific Terms and Conditions of Sale conflict with these General Terms and Conditions, the Specific Terms and Conditions of Sale shall prevail.

15.3 Any deviation from these General Terms and Conditions shall only be possible if put in writing by an authorised representative of Troostwijk-Vavato.

15.4 Troostwijk-Vavato shall reserve the right to amend these General Terms and Conditions. Any amendments shall take effect once they have been provided to Users by email. Any terms and conditions shall replace all previous general terms and conditions after coming into force, unless expressly indicated otherwise by Troostwijk-Vavato.

SECTION 16. APPLICABLE LAW

16.1 Belgian law shall apply to these General Terms and Conditions and the legal relationships resulting from any Auction.

16.2 These General Terms and Conditions were originally drawn up in Dutch. In the event that these General Terms and Conditions should be used in multiple languages, the Dutch text shall prevail in case of any ambiguities or discrepancies.

16.3 Only the courts of the Belgian judicial district of Antwerp shall be competent to settle any disputes resulting from these General Terms and Conditions and/or any Auction.