These terms and conditions apply to all offers, agreements, and services provided by Circularmonster B.V., registered with the Dutch Chamber of Commerce under number 89759192 and trading as XITAD ("XITAD") to its business clients ("Client"). Deviations from these terms are binding only if confirmed in writing by XITAD's management. XITAD provides B2B services exclusively; consumer legislation is excluded.

In these terms, Client means the party offering equipment or purchasing a service, and Buyer means the party acquiring a lot of equipment through the platform. A party may be Client in one project and Buyer in another; the terms then apply to the role it holds in that project.

2. The role of XITAD

XITAD works along two routes. Which route applies follows from the project and from the documents you receive with it.

Intermediation: we take on the disposal of the equipment and bring the Client into contact with processing and buying parties. The sale agreement is formed between Client and Buyer; we direct the process, the documents and the settlement.
Trading on own account: we buy the lot from the Client ourselves and resell it. In that case we are the counterparty, both on purchase and on sale, and XITAD bears the risk of that resale.
What applies in both cases: the price agreed with the Client is fixed at the moment of award and does not change because of what we later receive for the lot, save for a discrepancy reported in time under article 8.

3. Responsibilities of the Client

XITAD can only do its work on the basis of what the Client supplies and warrants.

Client's duty to inform: The Client is responsible for providing accurate, anonymized hardware lists (CMDB exports). XITAD bases forecasts and logistics planning on this data.
Data responsibility prior to transfer: Until the moment of physical transfer to the logistics partner designated by XITAD, the Client remains fully responsible for the physical and digital security of the assets.
Sanitisation and destruction: data carriers are processed in accordance with the standard agreed for the project, by default NIST 800-88 (Clear, Purge or Destroy). We engage parties selected on their working methods and certification, which commit to confidentiality beforehand. If no erasure assignment has been agreed for a project, no data destruction is carried out by or on behalf of XITAD.
Ownership and authority to dispose: The Client warrants that it owns the equipment offered, or is otherwise authorised to dispose of it, and indemnifies XITAD against third-party claims. Equipment that is leased, financed or otherwise owned by a third party may not be offered for sale; the Client reports this in advance so that only processing or return to the rightful owner is scheduled.

4. How an agreement is formed

The platform brings supply and demand together. This happens in steps, and only the last step binds.

Invitation: XITAD invites selected parties to view a lot and submit a bid. An invitation and the data shown with it are not an offer and create no obligation.
Bid: a bid is an irrevocable offer by the Buyer which remains valid until it is accepted, rejected, or withdrawn before acceptance. No rights can be derived from an indication produced by the IT Residual Value Scan.
Award: the agreement is formed at the moment XITAD accepts a bid and confirms this in writing or through the platform. Until then XITAD is free not to accept a bid, including the highest one, without having to state a reason.

5. Price, payment and the holding of funds

The Buyer pays the full amount before the equipment is released for transport, unless agreed otherwise in writing. That amount is received into an account XITAD maintains for this purpose and is not used for its own business operations; it remains earmarked for the settlement of that project.

Payment to the Client is made after the lot has been accepted by the Buyer, or after the period in article 8 has expired. XITAD’s fee is set per project and follows from the assignment confirmation or from the award; it is offset at settlement.

Where the Client pays for processing instead of receiving proceeds, this article applies in reverse and XITAD holds no funds.

6. Invoicing

In principle each party invoices for itself. Where it has been expressly agreed that XITAD invoices on behalf of the Client (self-billing), XITAD draws up that invoice and makes it available to the Client. The Client may object, with reasons, within fourteen days of receipt; failing that, the invoice is deemed issued and accepted by the Client. The Client remains responsible for the accuracy of its own VAT details.

7. Valuation, ownership, risk and transport

Estimates from the XITAD IT Residual Value Scan are indicative and based on current market data. The final value is established after physical receipt and inspection.

Retention of title. Ownership of the equipment passes to the Buyer at the later of two moments: the confirmed handover, or payment in full of everything owed in that respect. Until then the equipment remains the property of the Client, or of XITAD where XITAD trades on its own account.

Risk. Risk does pass at the moment of the confirmed handover, even where ownership has not yet passed. Whoever holds the equipment bears the risk of loss and damage; otherwise one party would be liable for what happens in the other party’s warehouse.

For as long as ownership has not passed the Buyer keeps the equipment identifiable and at its own expense and risk, does not pledge or encumber it, and immediately notifies XITAD of any attachment, suspension of payments or bankruptcy. If the Buyer nonetheless sells or processes the equipment before payment in full, it assigns in advance its claim against its own customer up to the amount owed to XITAD.

Transport, loading and unloading. Whoever arranges the transport bears the risk while the equipment is in transit. If XITAD collects or delivers, the transport risk lies with XITAD; if the Buyer collects the equipment itself, it bears that risk from the moment the equipment is on its vehicle.

Loading and unloading are carried out by the party at whose location they take place, with its own people and equipment, unless agreed otherwise in advance. Loading on collection therefore rests with the supplying party, unloading on delivery with the receiving party.

Insurance. The party arranging the transport takes out goods-in-transit insurance covering the actual value of the lot, from loading to unloading. A carrier’s statutory liability is not sufficient for this: it is capped per kilogram, and IT equipment is light and valuable by its nature.

Damage or loss is settled through that insurance, regardless of during which handling it arose. Only where it is demonstrable that the other party’s staff caused the damage does it fall to that party and its liability insurance.

At the handover the parties record the condition and the quantities, with photographs. That is what an insurer needs, and it is the only record on which a report within the period in article 8 can rely.

The supplying party ensures the equipment is ready at the agreed time, properly packed and stacked, and that the location is accessible for the agreed vehicle. Waiting time or a wasted journey resulting from a failure to do so is for its account.

Until the moment of transfer the Client remains responsible for the security of the data on the equipment, as set out in article 3.

8. Inspection and acceptance by the Buyer

The Buyer inspects a lot received within a fixed period. Without such a period a transaction stays open indefinitely and cannot be settled. Three periods apply, because they protect different things.

Transport damage and differences in quantity: 2 business days. Visible damage to the packaging or the equipment, and any difference between what was delivered and the quantities described, is reported by the Buyer within two business days of receipt, with photographs. Reported later, it can no longer be established when and with whom it arose, and it is for the Buyer’s account.
Substantive inspection: 10 business days, or 30 business days where processing is involved. For a lot that is resold the period is ten business days. Where the Buyer carries out the data destruction or processing itself, the period is thirty business days, because each device is then read out and handled individually. In both cases the period starts at the moment the handover is confirmed in the platform, whether on collection from the Client or on delivery by XITAD. The Buyer is notified of this, stating the date on which the period expires, and receives one reminder halfway through.
Acceptance in the absence of a report. If the Buyer reports nothing within the applicable period, the lot is deemed accepted in the condition in which it was delivered and XITAD proceeds to settlement. A report made after the period has expired does not affect that settlement. A report is made through the platform, stating the nature of the discrepancy and the amount the Buyer proposes instead. As is permitted between businesses, the parties hereby expressly depart from the period that would otherwise apply as reasonable time.

9. Further obligations of the Buyer

In addition to payment and timely inspection, the Buyer has the following obligations:

Proof of export under the zero rate: where a lot is supplied at zero per cent VAT because it leaves the European Union, the Buyer supplies proof of that export within thirty days of the handover. If that proof is not supplied, XITAD is entitled to charge the VAT after all, which is then payable by the Buyer.
Processing and destination: the Buyer processes the equipment in accordance with applicable waste and data protection legislation, and on request provides the documents XITAD needs to meet its own obligations towards the Client.

10. Processing of personal data

Supplied inventory lists sometimes contain data traceable to individuals, such as user names or departments. To the extent XITAD processes such data, it does so as a processor within the meaning of the General Data Protection Regulation, on behalf of the Client as controller. XITAD’s data processing agreement applies to that processing; it forms part of this agreement and is provided signed on request. Which parties XITAD engages is set out in the privacy policy.

11. Liability

Given the nature of the services, XITAD's liability is strictly limited:

XITAD is liable only for direct damage resulting from willful recklessness or intent on the part of XITAD's management or executives.
Liability for indirect damage, including but not limited to consequential damage, lost profits, missed savings, reputational damage or damage due to business interruption, is at all times entirely excluded.
XITAD's total maximum liability per event or series of connected events is limited to the amount paid out by XITAD's liability insurance in the relevant case, or otherwise to a maximum of the invoice value of the specific services.

12. Force Majeure

XITAD is not obliged to fulfill any obligation toward the Client if it is prevented from doing so as a result of a circumstance that is not due to its fault, and that is not for its account under the law, a legal act or generally accepted standards (including geopolitical embargoes that affect the sales market, or large-scale logistical disruptions).

13. Governing law and choice of forum

All legal relationships to which XITAD is a party are governed exclusively by Dutch law. All disputes arising from or connected with this agreement shall be submitted exclusively to the competent court in the district of Amsterdam.

For questions about these terms and conditions, you can contact our Legal department at legal@xitad.com.