GENERAL CONDITIONS OF PARTICIPATION I-DEAL OVERSTOCK


Chamber of Commerce registration number: 24394356

General Conditions of Participation of I-deal Overstock B.V., having its registered office and principal place of business in Breda at Reduitlaan 33, listed in the Commercial Register of the Chamber of Commerce under file number: 24394356


Article 1 - Definitions
In these General Conditions of Participation (hereinafter: "GCP"), the definitions given below apply to the corresponding terms:
1. "Offer": the invitation extended by a Seller to certain Bidders that it has selected to bid a price for particular Items during the Bidding Period via an Auction.
2. "Acceptance": the establishment of the highest Bid at the end of the Bidding Period that at least equals the Demand Price, or the acceptance of a Bid below the Demand Price by the Seller.
3. "Auction Form": I-deal Overstock's standard form (available via the Website) that a Seller has to fill in and send to I-deal Overstock (via e-mail or upload on the website) if the Seller wishes to instruct I deal Overstock to initiate an Auction in the name of, as well as at the expense and risk of the Seller, as referred to in article 4, paragraph 2 of the GCP.
4. "Account": the unique user name plus password allocated to the Other Party which the Other Party uses to gain access to the Protected Environment and participate in Auctions if invited to do so (Bidders) or authorised to do so (Sellers).
5. "Protected Environment": the environment on the Website that can only be accessed by the relevant Other Party.
6. "GTSD": the Seller's general terms of sale and/or delivery which can apply to an Offer and a Purchase Agreement and any specific terms relating to an Offer and/or the Items.
7. "Bidder": the natural or legal person who has received an Account with I-deal Overstock and can gain access to the Protected Environment and participate in Auctions.
8. "Bid": a legally valid and irrevocable bid made by the Bidder at an Auction as a result of an Offer.
9. "Bidding Period": the period in which the Bidder can make a Bid, as stated by the relevant Seller in the Offer.
10. "Seller": the natural or legal person (manufacturer) who has received an Account with I-deal Overstock and can gain access to the Protected Environment and act as a Seller in Auctions.
11. "I-deal Overstock": I-deal Overstock B.V., having its registered office and principal place of business in Breda at Reduitlaan 33.
12. "Purchase Agreement": the agreement between the Seller and the Bidder relating to the purchase and sale of the Items involved in an Auction which has become effective as a result of the Acceptance at the Auction, as described in these GCP.
13. "Purchase Price": the amount of the highest Bid as referred to in article 6, paragraph 9 of the GCP.
14. "Demand Price": the price stated by the Seller in the Offer that is the minimum that the Seller expects to receive for the Items that it offers for sale by means of the Auction.
15. "Personal Details": the details to be given by the Other Party when applying for an Account that can be used for identification.
16. "Auction": the process in which Items are put up for Auction on the Website by a Seller under the special and general conditions that are stated on the Website for the relevant Offer.
17. "Website": the website of I-deal Overstock, the main page of which is located at URL: www.i-dealoverstock.com incl. all other websites or URLs that link to this website.
18. "Other Party": a Bidder or a Seller.
19. "Items": the fast-moving consumer goods overstock put up for Auction that are described by the Seller in the Offer.

Article 2 - General, applicability
1. These GCP apply to all (juristic) acts relating to the Website.
2. Should a (part of a) provision of these GCP not be applicable, the applicability of the remaining provisions will not be affected.
3. These GCP may be consulted, downloaded and printed via the Website.
4. With regard to the auction of specific overstock, the Seller has the option of stipulating that Seller's standard general terms and conditions of sale (hereinafter: "SGTCS") apply to the Purchase Agreement that will become effective between the Seller, and a bidder, on the understanding that - for the purposes of monitoring the quality of the auction site - I-deal Overstock wishes to approve the SGTCS prior to the start of the Auction. Furthermore, if the Seller subsequently wishes to change its SGTCS, the Seller must have the proposed change approved by I-deal Overstock before the SGTCS are posted on the website. I-deal Overstock can not to unreasonably withhold or delay approval of the SGTCS.
5. The Other Party guarantees that the Personal Details supplied are correct and without reservation, and that it will inform I-deal Overstock in writing immediately if any changes occur with regard to these Personal Details.
6. The Other Party will furnish evidence immediately upon request from I-deal Overstock e.g. copies of valid proof of identity, certified extracts from the Commercial Register of the Chamber of Commerce, etc.
7. I-deal Overstock has the right to change the general conditions under which the Auctions take place at any time. Subject to the provisions laid out below, changes will come into effect immediately upon publication of the changed general conditions on the Website.

Article 3 - Access
1. Following registration, the Other Party will receive its Account as quickly as possible. This will be activated via clicking on the link in the received Account I-deal Overstock email including the Other Party's username and password. The Other Party is responsible for managing the user name and password carefully and will take every measure to ensure that only the (legally valid or agreed representative of the) party can make use of the Account.
2. A Seller only has access to its Protected Environment and the Auctions that it initiates itself on the Website and that are shown in the Protected Environment.
3. A Bidder only receives access to its Protected Environment and the Auctions to which it is invited by a Seller in accordance with article 5.1 and 5.2 of the GCP.

Article 4 - Initiation of an Auction
1. A Seller can log in to its Protected Environment and initiate an Auction from there. All relevant information must be stated by the Seller in an Offer and subsequently confirmed by the Seller.
2. By sending the Auction Form, a Seller can also ask I-deal Overstock in writing (by e mail) to initiate an Auction, in the name of, as well as at the expense and risk of the Seller. I-deal Overstock will only initiate such an Auction on the authority of the Seller once I-deal Overstock has expressly confirmed this management arrangement, the precise powers involved and the acceptance thereof in writing (by e-mail) to the Seller.

Article 5 - Participation in an Auction
1. A Bidder is invited by a Seller (by e-mail) to participate in a particular Auction.
2. An Offer is only shown in the Protected Environment of the invited Bidder and this Bidder can only make a Bid once it has confirmed receipt of and subsequently agreed to the conditions posted on the Website by the Seller.
3. A Seller is at liberty to select the Bidders that it wishes to invite to an Auction independently. By accepting these GCP, the Bidder acknowledges that it is only entitled to take part in an Auction once it has been invited to do so by a Seller.

Article 6 - The Auction process
1. Several Auctions can take place on the Website at the same time.
2. The Bidding Period is specified by the Seller in the Offer.
3. If in an auction with common bid, a Bid is made within five minutes prior to the expiry of the Bidding Period, the duration of the Bidding Period will be extended by five minutes. If another Bid is made within these five minutes, the duration of the Bidding Period will be extended by another five minutes, and so on.
4. Pursuant to article 6:219 of the Dutch Civil Code, the content of the Offer may not be changed during the Bidding Period. It is possible, however, to withdraw the Offer up until a first Bid is received as a result of the Offer.
5. It is not permitted to manipulate an Auction, directly or indirectly, in any way whatsoever, for example, by using two or more Accounts, by making mutual agreements between Bidders, by making a Bid on one's own Offer, etc.
6. I-deal Overstock has the right to declare Bids invalid at any time provided it has a valid cause to do so.
7. The amount stated in a Bid is net, exclusive of costs, charges and taxes.
8. A Bid remains valid for 5 working days after expiry of the Bidding Period.
9. At the end of the Bidding Period the Acceptance takes place if the highest Bid at least equals the Demand Price or if the Seller accepts a Bid below the Demand Price. As a result the Purchase Agreement becomes effective.
10. If no Bid has been made at the end of the Bidding Period, the Offer expires and, if it so chooses, the Seller can put the Items up for Auction again.
11. A Bidder that has participated in an Auction can ask I-deal Overstock to check and report whether the highest legally valid Bid established by the Seller was in fact the highest legally valid Bid. The Bidder explicitly gives I-deal Overstock the authority to check this and, in doing so, relinquishes its rights to check this (or have this checked) by other means.

Article 7 - Performance of Purchase Agreement, guarantees
1. Once a Purchase Agreement between a Seller and a Bidder becomes effective, I-deal Overstock will provide both parties via e-mail with the Purchase Agreement concerning information such as the address details of both parties, a description of the Items and the Purchase Price, after which the Seller and the Bidder will take care of performance of the Purchase Agreement between themselves.
2. The Seller and Bidder between whom a Purchase Agreement has become effective are each responsible independently for performance of the Purchase Agreement. Other than supplying the information as described in paragraph 1 and facilitating the payment process, I-deal Overstock plays no role in the performance of the Purchase Agreement.
3. For the purposes of maintaining the quality of the Website, the Other Party guarantees to I-deal Overstock that it will fulfil the obligations that result from the Purchase Agreement in full and in a correct manner.
4. The Other Party will conduct itself well when participating in the Auctions and will behave in accordance with the acceptable standards used in everyday commerce when performing the Purchase Agreements.

Article 8 - Liability
1. I-deal Overstock offers a platform enabling Sellers and Bidders to conclude Purchase Agreements. I-deal Overstock is neither involved nor party to the Offer, Auction, Bids, Acceptance and the establishment and/or performance of a Purchase Agreement.
2. The Other Party hereby accepts that neither I-deal Overstock nor the (legal) persons, administrators, managers and employees connected with it will ever be liable for any damage, whatsoever, that arises in connection with (the (in)accuracy of the content of) the Offer, Auction, Bids, Acceptance and the establishment and/or performance of a Purchase Agreement.
3. I-deal Overstock and the (legal) persons, administrators, managers and employees connected with it is/are not liable for any damage in the event of the Website not operating effectively, being temporarily inaccessible on account of maintenance work or for any reason whatsoever.

Article 9 - Indemnity
The Other Party indemnifies I-deal Overstock against any claim from another participant in the Auctions and/or third parties in connection with (the (in)accuracy of the content of) the Offer, Auction, Bids, Acceptance and the establishment and/or performance of a Purchase Agreement.
Article 10 - Applicable law
1. Dutch law applies exclusively to these GCP.
2. The competent court in The Hague has exclusive authority to settle any disputes that arise between the Parties in connection with these GCP.