Terms of Sale B2B
Last updated: March 2026
These Terms of Sale B2B apply to all business-to-business (B2B) transactions with https://bspshop.com.
By placing an order, you agree to these terms.
1. Scope
These terms apply exclusively to business customers (B2B), including companies, organizations, and professional buyers acting in the course of their trade, business, craft or profession.
These terms do not apply to consumers. Consumer purchases are governed by our separate Terms of Sale B2C.
2. Prices
All B2B prices are exclusive of VAT unless stated otherwise.
Prices shown on the website are not binding B2B prices. Final prices, including any applicable discounts, are confirmed via quotation or invoice.
Quotations are valid for 30 days from the date of issue, unless otherwise stated.
We reserve the right to adjust prices before order confirmation.
3. Orders and Payment
Orders are confirmed via invoice, typically arranged through direct communication (e.g. email).
Payment terms, including any deferred payment (e.g. Net terms), are agreed individually.
Unless otherwise agreed, invoices must be paid within 30 days of the invoice date. In case of late payment, we reserve the right to charge statutory commercial interest in accordance with Article 6:119a of the Dutch Civil Code, as well as reasonable collection costs.
We reserve the right to refuse or cancel any order before confirmation.
4. Delivery
We offer international delivery, except to the following countries:
- Iran
- North Korea
- Russia
- Belarus
Smaller shipments are dispatched via standard parcel carriers (such as PostNL, DHL, FedEx, UPS, or DPD). Larger shipments and pallet deliveries are handled by freight carriers (such as Mainfreight) or other suitable logistics providers.
We reserve the right to select the most appropriate carrier for each shipment.
Shipping costs are calculated and agreed separately.
Delivery times are estimates and not binding deadlines, unless explicitly agreed in writing as a fixed delivery date.
5. Transfer of Risk
Unless otherwise agreed in writing, deliveries are made on FCA (Free Carrier) Incoterms 2020 terms from our warehouse in 's-Heerenberg, the Netherlands.
The risk of loss or damage to the goods transfers to the customer at the moment the goods are handed over to the first carrier. Where shipping is arranged by us, this is done as a service to the customer and does not change the allocation of risk.
Any claims relating to loss or damage during transport must be addressed by the customer directly with the carrier.
6. Retention of Title
All goods supplied remain our property until full payment of the invoice (including any interest and costs) has been received.
The customer may not pledge, encumber, or transfer ownership of unpaid goods to third parties before full payment.
In the event of non-payment, we reserve the right to reclaim the goods, and the customer agrees to provide reasonable cooperation in such reclamation.
7. Returns
Returns are only accepted in case of errors or faults attributable to us.
B2B customers do not have the right to return goods without a valid reason.
The right of withdrawal under EU consumer law (Directive 2011/83/EU) does not apply to B2B transactions.
8. Inspection and Complaints
The customer is required to inspect the goods promptly upon delivery.
Any visible defects, shortages, or transport damage must be reported to us in writing within 7 days of delivery.
Hidden defects must be reported within 14 days of discovery, and in any event no later than within the warranty period.
Complaints submitted after these periods may be rejected. Submission of a complaint does not entitle the customer to suspend payment.
9. Warranty
Products are covered by standard warranty conditions in accordance with applicable EU regulations and our published product specifications.
The warranty does not cover:
- damage caused by improper use, modification, or unauthorized repair
- normal wear and tear
- damage caused by failure to follow installation or usage instructions
- damage caused by external factors (e.g. accidents, force majeure)
In case of a valid warranty claim, our obligation is limited, at our discretion, to repair, replacement, or refund of the affected goods.
10. Liability
To the maximum extent permitted by law:
We are not liable for any indirect, incidental, or consequential damages, including but not limited to loss of profit, loss of revenue, business interruption, loss of data, or damage to reputation.
Our total aggregate liability arising from or in connection with any order is limited to the invoice value of the goods supplied under that order, and in any event to the amount actually paid out by our liability insurance for the relevant claim.
These limitations do not apply in cases of intent or gross negligence on our part.
11. Product Compliance and Third-Party Products
For products under the Bergh Special Products brand, we provide relevant compliance documentation (e.g. REACH) on request.
For third-party products, certifications and compliance are provided by the respective manufacturers. Any claims related to such products must be addressed directly with the respective manufacturer.
The customer is responsible for ensuring that the goods are suitable for their intended use and comply with any local regulations applicable in the country of resale or use.
12. Export Control and Sanctions
The customer warrants that the purchased goods will not be re-exported, directly or indirectly, to any country, person, or entity subject to applicable EU, Dutch, UK, US, or UN sanctions or export restrictions.
The customer is solely responsible for compliance with applicable export control laws.
13. Order Cancellation
Orders cannot be cancelled once production has started or if the goods have already been prepared for shipment, unless otherwise agreed in writing.
For custom-made products, cancellation is not possible once production has begun. The customer remains liable for the full order value, including any costs already incurred.
14. Errors and Availability
We reserve the right to cancel or modify orders in case of:
- pricing errors
- product description errors
- availability issues
- force majeure events
15. Force Majeure
We are not liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including but not limited to natural disasters, war, civil unrest, strikes, supplier failures, transport disruptions, energy shortages, pandemics, or government actions.
In such cases, our delivery obligations are suspended for the duration of the force majeure event. If the event continues for more than 60 days, either party may terminate the affected order without liability.
16. Confidentiality
Each party shall keep confidential any non-public commercial, technical, or financial information received from the other party in the course of the business relationship, and shall use such information only for the purpose of performing the contract.
17. Intellectual Property
All intellectual property rights in our products, designs, drawings, and documentation remain our exclusive property.
The sale of goods does not transfer any intellectual property rights to the customer, except for the right to use the goods for their intended purpose.
18. Governing Law and Jurisdiction
These Terms are governed by the laws of the Netherlands, with the express exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG / Vienna Sales Convention).
Any disputes arising from or in connection with these Terms shall be submitted to the exclusive jurisdiction of the competent court in Arnhem, the Netherlands, unless mandatory law provides otherwise.
19. Severability
If any provision of these Terms is or becomes invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall replace the invalid provision with a valid provision that comes as close as possible to the original commercial intent.
20. Contact
Bergh Special Products B.V.
Handelsweg 10
NL-7041 GX 's-Heerenberg
The Netherlands
Chamber of Commerce (KvK): 09114707
VAT: NL80.98.33.426.B01
Email: info@bspshop.com
Tel: +31 (0)314 - 35 94 90
