Terms and conditions BDeals B.V.
BDeals: BDeals B.V., established in Rotterdam under Chamber of Commerce number
Client: the person with whom BDeals has entered into an agreement.
Parties: BDeals and client together.
Applicability of terms and conditions
These terms and conditions apply to all quotations, offers, activities, orders, agreements,
and deliveries of services or products by or on behalf of BDeals.
Parties can only deviate from these terms and conditions if they have expressly agreed
so on paper.
The parties expressly exclude the applicability of additional and/or deviating terms and
conditions of the client or of third parties.
Offers and quotations
Offers and quotations from BDeals are without obligation, unless expressly stated
An offer or quotation is valid for a maximum of 1 month, unless a different acceptance
period is stated in the offer or quotation.
If the client does not accept an offer or quotation within the applicable term, the offer or
quotation will expire.
Offers and quotations do not apply to repeat orders, unless the parties have expressly
agreed this on paper.
Verbal acceptance of the client only binds BDeals after the client has confirmed this on
paper or electronically.
All prices that BDeals uses are in euros, are exclusive of VAT and any other costs such as
administration costs and transport costs, unless explicitly stated otherwise or agreed
BDeals can at all times change all prices charged for its products.
Increases in the cost prices of products or parts of products, which BDeals could not
foresee at the time of making the offer or the conclusion of the agreement, may give rise
to price increases.
Payments and payment term
The client must pay invoices to BDeals within 14 days after the invoice date, unless the
parties have made other agreements about this or a different payment term is stated on
Payment terms are regarded as strict payment terms. This means that if the client has
not paid the agreed amount before the end of the payment term, he is legally in default,
without BDeals having to send the client a notice of default.
BDeals reserves the right to make a delivery conditional on immediate payment.
Consequences of not paying on time
If the client does not pay within the agreed term, BDeals is entitled to charge the legal
interest of 8% per month for commercial transactions from the day the client is in
default, whereby part of a month is counted as a whole month.
If the client is in default, he also owes extrajudicial collection costs and any
compensation to BDeals.
If the client does not pay on time, BDeals may suspend its obligations until the client has
fulfilled its payment obligation.
In the event of liquidation, bankruptcy, attachment or suspension of payments on the
side of the client, BDeals’ claims on the client are immediately due.
If the client refuses to cooperate with the execution of the agreement with BDeals, he is
still obliged to pay the agreed price to BDeals.
Right of revindication
As soon as the client is in default, BDeals is entitled to invoke the right of revindication
with regard to the unpaid products delivered to the client.
BDeals invokes the right of revindication by means of written or electronic
As soon as the client has been informed of the invoked right of revindication, the client
must immediately return the products to which this right relates to BDeals, unless the
parties agree otherwise.
The costs for the return of the products will be borne by the client.
Right of suspension
The customer renounces the right to suspend the fulfillment of any obligations arising
from the agreement between the parties.
Right of retention
BDeals can invoke its right of retention and in that case keep products of the client in its
possession until the client has paid all outstanding invoices with regard to BDeals, unless
the client has provided sufficient security for those costs.
The right of retention also applies to previous agreements from which the client still
owes payments to BDeals.
BDeals is never liable for any damage that the customer may suffer as a result of BDeals
using the right of retention.
The customer waives his right to set off a debt owed to BDeals against a claim on BDeals.
Retention of title
BDeals remains the owner of all delivered products until the client has fully complied
with all his payment obligations towards BDeals on the basis of any agreement
concluded with BDeals, including claims for failure to perform.
Until that time, BDeals can invoke its retention of title and take back the goods.
Before ownership has passed to the client, the client may not sell, dispose of or
otherwise encumber the products.
If BDeals invokes its retention of title, the agreement is deemed to have been dissolved
and BDeals has the right to claim compensation, lost profit and interest.
Delivery takes place at the address indicated by the client.
If the agreed amounts are not paid or are not paid on time, BDeals has the right to
suspend its obligations until the agreed amount has been paid.
The delivery times stated by BDeals are indicative and if they are exceeded, they do not
entitle the client to dissolution or compensation, unless the parties have expressly
agreed otherwise on paper.
Exceeding the specified delivery time does not entitle the client to compensation, nor
the right to dissolve the agreement, unless BDeals cannot deliver within 14 days after
receiving a written demand for this or the parties have agreed otherwise.
The client must ensure that the actual delivery of the products ordered by him can take
place on time.
Transport costs are borne by the client, unless the parties have agreed otherwise.
Packing and shipping
If the packaging of a delivered product is opened or damaged, the client must have a
note drawn up by the delivery person before receiving the product, failing which BDeals
cannot be held liable for any damage.
If the customer takes care of the transport of a product himself, he must report any
visible damage to products or the packaging to BDeals prior to transport, failing which
BDeals cannot be held liable for any damage.
The warranty with regard to products only applies to defects caused by faulty
manufacture, construction or material.
The warranty does not apply in the event of normal wear and damage resulting from
accidents, changes made to the product, negligence or incompetent use by the client, as
well as when the cause of the defect cannot be clearly determined.
The risk of loss, damage or theft of the products that are the subject of an agreement
between the parties transfers to the client at the moment when they are legally and/or
actually delivered, come under the control of the client or of a third party who takes
delivery of the product on behalf of the client.
The client indemnifies BDeals against all claims from third parties related to the products
and/or services supplied by BDeals.
The client must examine a product or service provided by BDeals for any shortcomings as
soon as possible.
If a delivered product or service does not comply with what the client could reasonably
expect from the agreement, the client must inform BDeals about this as soon as possible,
but in any case within 1 month after the discovery of the shortcomings.
The client must provide a detailed description of the shortcoming, so that BDeals is able
to respond adequately.
The client must show that the complaint relates to an agreement between the parties.
If a complaint relates to ongoing work, this can in any case not lead to BDeals being
obliged to perform other work than has been agreed.
Notice of default
The client must notify BDeals of any notice of default on paper.
It is the client’s responsibility that a notice of default actually reaches BDeals on time.
Joint and several liability
If BDeals enters into an agreement with several clients, each of them is jointly and
severally liable for the full amounts owed to BDeals under that agreement.
BDeals is only liable for any damage suffered by the client if and insofar as that damage is
caused by intent or willful recklessness.
If BDeals is liable for any damage, it is only liable for direct damage arising from or
related to the execution of an agreement.
BDeals is never liable for indirect damage, such as consequential damage, lost profit, lost
savings or damage to third parties.
Any right of the client to compensation from BDeals expires in any case after 12 months
after the event from which the liability directly or indirectly arises.
The client has the right to dissolve the agreement if BDeals imputably fails to fulfill its
obligations, unless this shortcoming does not justify termination due to its special nature
or minor significance.
If the fulfillment of the obligations by BDeals is not permanently or temporarily
impossible, dissolution can only take place after BDeals is in default.
BDeals has the right to dissolve the agreement with the client if the client does not fully
or not timely fulfill his obligations under the agreement, or if BDeals has taken
cognizance of circumstances that give good grounds to fear that the client will not fulfill
A failure on the part of BDeals to fulfill any obligation towards the client cannot be
attributed to BDeals in a situation independent of BDeals’ control, as a result of which
the fulfillment of its obligations towards the client is wholly or partially prevented or as a
result of which the fulfillment of its obligations cannot reasonably be expected of BDeals.
The force majeure situation referred to in paragraph 1 also includes – but is not limited
to: a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.);
non-performance and force majeure of suppliers, deliverers or other third parties;
unexpected power, electricity, internet, computer and telecom outages; computer
viruses, strikes, government measures, unforeseen transport problems, bad weather
conditions and work stoppages.
If a force majeure situation occurs as a result of which BDeals cannot fulfill 1 or more
obligations to the client, those obligations will be suspended until BDeals can meet them
From the moment that a force majeure situation has lasted at least 30 calendar days,
both parties may dissolve the agreement in whole or in part.
BDeals does not owe any (damage) compensation in a force majeure situation, even if it
benefits from any advantage as a result of the force majeure situation.
Change of terms and conditions
BDeals is entitled to amend or supplement these terms and conditions.
Minor changes can be made at any time.
BDeals will discuss major substantive changes with the client in advance as much as
Transfer of rights
Rights of the client under an agreement between the parties cannot be transferred to
third parties without the prior written consent of BDeals.
Consequences of nullity or voidability
If one or more provisions of these terms and conditions prove to be invalid or voidable,
this will not affect the other provisions of these terms and conditions.
A provision that is void or voidable will in that case be replaced by a provision that comes
closest to what BDeals had in mind when drafting the conditions on that point.
Applicable law and competent court
Only Dutch law applies to every agreement between the parties.
The Dutch court in the district where BDeals is located has exclusive jurisdiction to hear
any disputes between the parties, unless the law prescribes otherwise.
Written on 17-01-2022