Terms and Conditions

„Platform" — the digital trading platform of Briso EcoTrade B.V., accessible via briso-ecotrade.nl and associated applications.

„Briso EcoTrade" — Briso EcoTrade B.V., CoC 90574915, acting as commission agent within the meaning of Article 7:425 of the Dutch Civil Code.

„Klant" — any company or legal entity registered on the Platform that has accepted these Terms.

„Aanbieder" — the Client who publishes a listing of goods or transport services on the Platform.

„Buyer" — the Client who places a bid on a listing.

„Aanbod" — a listing published on the Platform of recyclable materials or transport capacity, including the stated total quantity, quality specifications and minimum order quantity.

„Dealaanbod" — the portion of a listing sold via the Platform within a single transaction.

„Deal" — an agreement concluded between Seller and Buyer after a bid has been accepted and payment has been made.

„Commissie" — the brokerage fee charged by Briso EcoTrade to the Seller, pursuant to Article 5.

„Escrow" — the temporary holding of payments by Briso EcoTrade or its payment service provider until delivery confirmation.

„Omzeiling" — any direct or indirect action whereby a Client conducts business outside the Platform with a party met via the Platform, or whereby a Client partially or fully terminates an active listing after a first partial deal on that same listing.

„Werkdag" — Monday to Friday, Dutch time, excluding recognised Dutch public holidays.

„Transporteur" — the Client who places a transport bid on a Transport Assignment via the Platform and is or engages the actual carrier after acceptance.

„Transportopdracht" — a request published on the Platform by a Buyer for the transport of goods related to a Deal, including route, weight, material and desired date.

„Opdrachtbevestiging" — the document generated by Briso EcoTrade via the Platform that the Carrier receives after accepting their bid, containing the binding assignment requirements.

„CMR-vrachtbrief" — the international standard document pursuant to the CMR Convention (Convention relative au Contrat de transport international de Marchandises par Route), required for all cross-border road freight transport.

„Annex 7" — the document required under the European Waste Shipment Regulation (EVOA, Regulation EC/1013/2006) for cross-border shipment of Green List waste materials.

„ADR" — the European Agreement concerning the International Carriage of Dangerous Goods by Road (Accord Dangereux Routier). Applicable when the goods to be transported are classified as hazardous.

„Laadadres" — the address released by Briso EcoTrade after payment where the goods are collected by the Carrier from the Seller.

„Losadres" — the delivery address at the Buyer released by Briso EcoTrade after payment.

„Weegtolerantie" — the maximum permitted deviation of 3% between the weight stated by the Seller and the weight measured at delivery, within which no price adjustment takes place.

These Terms apply to all agreements, services and legal acts in which Briso EcoTrade is a party or acts as intermediary.

By completing registration on the Platform, the Client irrevocably declares to have read, understood and accepted these Terms. Use of the Platform without acceptance is not permitted.

Deviations from these Terms are only valid if confirmed in writing by a legally authorised representative of Briso EcoTrade.

If the Client also uses its own terms and conditions, only the present Terms shall apply. The applicability of the Client's own terms and conditions is expressly excluded.

Briso EcoTrade reserves the right to amend these Terms. Amended Terms will be communicated at least 14 days in advance by email. Continued use after that period constitutes acceptance.

Briso EcoTrade acts as commission agent within the meaning of Article 7:425 of the Dutch Civil Code. Briso EcoTrade acts in its own name but on behalf of the Client.

Briso EcoTrade is not a party to the underlying purchase or transport agreement between Seller and Buyer. Briso EcoTrade does not guarantee the quality, authenticity, legality or availability of goods or services offered.

The Platform functions solely as a technical and organisational tool to facilitate transactions. Briso EcoTrade is at all times entitled to refuse, modify or remove listings without giving reasons and without liability to the Client.

Briso EcoTrade is not liable for the content of listings, the execution of Deals, the quality of goods or services delivered, or any action or omission by Clients in relation to each other.

Briso EcoTrade reserves the right to suspend or terminate Client accounts in case of violation of these Terms, without this giving rise to any obligation to pay compensation.

Access to the Platform is exclusively available to legal entities and sole traders that are commercially active in the recycling or transport sector. Consumer use is not permitted.

Upon registration, the Client provides correct, complete and up-to-date business details, including company name, Chamber of Commerce number, VAT number, contact details and nature of activities.

The Client is responsible for the confidentiality of their login credentials. All use of the account — including by third parties — is attributed to the Client.

Account misuse must be reported immediately via [email protected]. Until the moment of notification, the Client remains liable for all actions performed via their account.

Briso EcoTrade is entitled to refuse registration or terminate an account without giving reasons.

For every Deal concluded via the Platform, Briso EcoTrade charges the Seller a brokerage fee. The fee is calculated on a sliding scale based on the price per tonne of the goods traded, with a minimum of €10 and a maximum of €50 per tonne. The applicable fee for each Deal is visible on the Seller's payout statement.

After delivery confirmation by the Buyer, the payout to the Seller — being the agreed deal value minus the applicable brokerage fee — will be processed within 2 to 3 working days. The exact fee deducted is shown on the payout statement.

Payout is made exclusively to the bank account number provided upon registration. Changes to bank details require written confirmation and verification by Briso EcoTrade.

If the Buyer fails to pay on time, Briso EcoTrade is not obliged to pay out to the Seller. Briso EcoTrade will endeavour to collect the payment but is not unconditionally obliged to do so.

Briso EcoTrade is entitled to suspend payout in the event of suspected fraud, delivery disputes, or violation of these Terms by the Seller.

All amounts stated are exclusive of VAT unless expressly stated otherwise. The Client is responsible for their own tax obligations.

If a Seller posts a listing for a certain total quantity of goods and a first partial deal is concluded via the Platform for a portion of that quantity, the Seller is obliged to keep the remaining quantity available on the Platform, until it has been fully sold via the Platform or released in writing by Briso EcoTrade.

The Seller is expressly prohibited from selling, giving away or otherwise disposing of the remaining quantity — or any part thereof — directly, via a third party, or via another platform, for as long as the listing is active on the Platform.

Briso EcoTrade has the right at all times to verify the remaining quantity of a listing and to request additional documentation for this purpose. The Seller is obliged to comply within 3 working days.

A listing may only be amended or withdrawn with the written approval of Briso EcoTrade, and only if there are no active Deals or ongoing bids on the relevant listing.

Briso EcoTrade is entitled to deactivate a listing by virtue of office in the event of reasonable suspicion of non-compliance with this article.

All communication in the context of a (potential) Deal must take place exclusively via the Platform's secure messaging system.

Clients are prohibited from sharing the following information in the chat or elsewhere on the Platform: phone numbers, email addresses, Chamber of Commerce numbers, delivery addresses, website URLs, social media handles, app names (WhatsApp, Telegram, Signal etc.), QR codes, or any other information that enables direct identification or off-platform contact.

The Platform automatically detects attempts to share such information. Upon detection, the message is blocked and the Client receives a warning.

Penalty schedule for chat policy violations:
1st violation: official warning by email
2nd violation within 30 days: account block for at least 24 hours
3rd violation or intentional circumvention: permanent account termination

Briso EcoTrade reserves the right to monitor chat messages to enforce these Terms. The Client expressly consents to this.

Delivery addresses and full business details of the counterparty are only provided after payment has been fully received and processed.

The Client is expressly prohibited, for the duration of their registration and for a period of 36 months after termination of their account, from directly or indirectly conducting business with a party they have come to know via the Platform, outside the Platform.

Circumvention also includes: passing on contact details to third parties to facilitate off-platform contact, the use of an affiliated company or intermediary, and posting targeted offers on other platforms for parties known via the Platform.

Briso EcoTrade is entitled to set off the penalty referred to in clause 8 against amounts still to be paid out to the Client.

Payment is made exclusively via the payment methods offered by Briso EcoTrade (iDEAL, SEPA transfer or other methods supported by the payment service provider).

Paid amounts are temporarily held in escrow until the Buyer has confirmed delivery or Briso EcoTrade otherwise determines that the delivery conditions have been met.

In the event of a delivery dispute, Briso EcoTrade has the right to freeze the escrow until the dispute is resolved. The Client has no right to interim release of escrow amounts.

Refund to the Buyer takes place only if Briso EcoTrade confirms this in writing. Chargebacks or bank reversals will be contested by Briso EcoTrade.

In the event of late payment by the Buyer, Briso EcoTrade is entitled to cancel the Deal without any obligation to pay compensation to either party.

An accepted bid may only be cancelled with the written consent of Briso EcoTrade and the counterparty. Unilateral cancellation after acceptance is not permitted.

Cancellation by the Buyer after payment will incur cancellation costs of at least 10% of the deal value, unless Briso EcoTrade determines otherwise in writing.

Complaints regarding quality or quantity must be reported in writing to Briso EcoTrade within 48 hours of delivery. After this period, the delivery is deemed to be compliant.

Disputes between Clients are resolved as much as possible through Briso EcoTrade as mediator. Briso EcoTrade makes the final decision, unless the parties expressly agree to engage an external mediator or court.

All agreements concluded via the Platform are governed by Dutch law. All disputes are submitted exclusively to the competent court in the district where Briso EcoTrade is established.

The total liability of Briso EcoTrade is at all times limited to the amount paid out by Briso EcoTrade to the Client in the three (3) months preceding the damaging event, with an absolute maximum of € 5,000 per damage claim.

Briso EcoTrade is never liable for: indirect damage, consequential damage, loss of profit, missed savings, data loss, reputational damage, or damage resulting from actions or omissions between Clients.

Briso EcoTrade is not liable for outages, interruptions or errors in the Platform, third-party systems or payment providers, unless due to wilful misconduct or gross negligence.

The Client fully indemnifies Briso EcoTrade against claims by third parties — including other Clients, regulators or enforcement authorities — arising from the Client's actions or omissions on or via the Platform.

Briso EcoTrade is not liable for damage resulting from the Client's failure to comply with laws and regulations, including environmental and transport legislation, customs rules and EVOA obligations.

The Client warrants that all listings relate to goods and services that the Client is lawfully entitled to dispose of, that comply with all applicable laws and regulations, and for which the required permits have been obtained.

The Client is solely responsible for compliance with EVOA, ADR, CMR, VAT and customs obligations, and national environmental and transport legislation.

The Client provides Annex 7 documents and other required transport documentation in a timely and complete manner. Briso EcoTrade is not responsible for drafting, checking or archiving these documents.

The Client immediately informs Briso EcoTrade if circumstances affect the execution of a Deal, including damage, loss, disputes with carriers or government intervention.

The Client may not use the Platform to trade in goods whose trade is prohibited or restricted under European or national law, or originating from sanctioned countries or persons.

Applicability and role of Briso EcoTrade

This article applies to every Client acting as Carrier via the Platform, as well as to Buyers and Sellers whose goods are transported in the context of a Deal.

Briso EcoTrade does not act as carrier and is not a party to the transport agreement between Buyer and Carrier. Briso EcoTrade functions solely as a technical platform on which Transport Assignments and bids are exchanged and the Assignment Confirmation is generated.

The Assignment Confirmation, generated by Briso EcoTrade after the Buyer accepts a transport bid, is a binding document between Buyer and Carrier. By accepting, the Carrier accepts the full content of the Assignment Confirmation and all obligations set out in this article.

Transport assignment and bidding procedure

The Buyer posts a Transport Assignment after payment of the purchase price has been received (step 2 in the deal flow). The Transport Assignment contains at minimum: route (from/to city and country), material description, weight in tonnes, desired transport date and an indicative maximum budget.

The Carrier places a bid stating the total transport price, availability date and vehicle type. A submitted bid is irrevocable for 48 hours after submission, unless the Transport Assignment is withdrawn or the Deal is cancelled before that period expires.

The Buyer accepts a maximum of one bid per Transport Assignment. After acceptance, all other bidders automatically receive a rejection. The Buyer may accept or reject bids without giving reasons.

After acceptance, Briso EcoTrade generates an Assignment Confirmation with a unique reference number (BET-T-…). The Carrier receives this confirmation by email and via the Platform. The Deal automatically moves to step 3 (Transport) and the Seller is notified.

Carrier obligations

The Carrier warrants that it holds all legally required permits, insurances and certificates, including: a valid transport licence (NIWO licence or EU transport licence), a valid motor vehicle liability insurance, a CMR liability insurance (minimum SDR 8.33 per kg gross weight pursuant to Art. 23 CMR Convention), and — if applicable to the cargo — a valid ADR certificate for both the driver and the vehicle.

The Carrier is required to fully complete the CMR waybill before loading (all four original copies). The CMR must state at minimum: the name and address of the sender, the name and address of the receiver, the place and date of loading, a description of the goods including weight and packaging method, and any instructions for customs or other formalities. Missing or incorrect CMR information is considered a shortcoming of the Carrier.

For cross-border transport of waste materials falling under the Green List (EVOA, Regulation EC/1013/2006), the Carrier completes Annex 7 block B before departure, stating: carrier name and address, vehicle registration, date of transport and the actual transport route. The Buyer or Seller completes block A as notifier. Briso EcoTrade is not responsible for the accuracy, completeness or timeliness of the Annex 7 documentation.

The loading address and delivery address are released by Briso EcoTrade exclusively after payment via the Platform. The Carrier receives these addresses via the secure messaging function and is obliged to use them exclusively for the execution of the relevant assignment. Passing on the addresses to third parties not involved in the assignment is prohibited.

The Carrier is obliged to inform Briso EcoTrade and the Buyer immediately — but no later than within 2 hours — via the Platform's messaging system in the following situations: (a) a delay of more than 4 hours compared to the agreed arrival time; (b) damage to or loss of (part of) the cargo; (c) refusal of the cargo by the receiver; (d) government intervention, seizure or customs problems en route; (e) a traffic accident involving the cargo. Failure to report in time results in the penalty referred to in clause 13.19.

The Carrier may not transfer the Transport Assignment in whole or in part to a subcontractor without the prior written consent of Briso EcoTrade. In the event of unauthorised transfer, the Carrier remains fully liable to the Buyer, Seller and Briso EcoTrade for the proper execution of the assignment.

Loading, unloading and weighing

Loading of the goods is carried out under the responsibility of the Seller. The Carrier checks the cargo before departure for visible damage, deviating weight or non-conforming composition and notes any findings in writing on the CMR waybill before signing. By signing the CMR without reservation, the Carrier declares to have accepted the cargo in the described condition.

Unloading takes place under the responsibility of the Buyer. The Buyer signs the CMR waybill upon receipt and confirms delivery via the Platform (step 4 in the deal flow). Without this confirmation, no payout to the Seller takes place and the escrow remains frozen.

Weighing takes place in principle at unloading on a certified weighbridge. The weight tolerance is 3%. In the event of a deviation exceeding the weight tolerance, the Buyer is entitled to a price adjustment pro rata to the actual weight, provided the deviation is demonstrated in writing with a weighbridge receipt to Briso EcoTrade within 24 hours of delivery.

If the Buyer refuses to accept the cargo on the grounds of visible damage or non-conformity, the Carrier records this in writing on the CMR waybill (reservation at unloading) and reports it immediately via the Platform. Briso EcoTrade determines the further procedure and whether the escrow is released to the Buyer or the Seller after assessing the evidence of both parties.

Damage, loss and carrier liability

The liability of the Carrier for loss, damage or delay of goods is governed by the CMR Convention for international road transport. For domestic transport, the provisions of the CMR Convention apply as supplementary law, unless the parties have expressly agreed otherwise in writing.

In the event of loss or damage, the Carrier is obliged to submit a written damage report to Briso EcoTrade within 24 hours, including: a description of the damage, photos of the situation, the CMR waybill with annotations, and a statement from the driver. Briso EcoTrade freezes the escrow until the damage file is completed and a decision is made on the distribution of the funds.

Briso EcoTrade is not liable for damage to or loss of goods during transport, regardless of the cause. Liability rests exclusively with the Carrier pursuant to the CMR Convention and their CMR insurance.

The Carrier fully indemnifies Briso EcoTrade against claims by Buyer, Seller or third parties arising from defective execution of the Transport Assignment, including late delivery, damage, loss or failure to comply with documentation obligations.

Special transport — ADR, cooling, intermodal and sea container

If the goods to be transported are classified as hazardous under ADR, the Carrier is prohibited from placing a bid unless it holds: (a) a valid ADR driving licence for the driver, appropriate to the hazard class of the cargo; (b) an ADR-certified vehicle with the required equipment; (c) the complete ADR transport documentation, including written instructions, vehicle certificate and labelling. By placing a bid on an ADR Transport Assignment, the Carrier expressly declares compliance with all ADR requirements.

For transport by sea container (20ft or 40ft), the party arranging the container planning is required to provide the correct booking confirmation, Bill of Lading and packing list in a timely manner. Briso EcoTrade is not involved in container bookings, port charges, demurrage costs or customs formalities for sea freight and accepts no liability for these.

If the Transport Assignment expressly requires refrigeration, dryness, covering or other special transport conditions, the Carrier warrants that its vehicle and the transport conditions comply with these requirements throughout the entire journey. Deviation from this entitles the Buyer to refuse the cargo without any payment obligation to the Carrier.

For intermodal transport (combination of road, rail or inland waterway), the Carrier who has accepted the assignment remains ultimately responsible for coordination between the transport modes and liable for the entire transport chain, unless otherwise agreed in writing with Briso EcoTrade.

Delay and cancellation by carrier

In the event of a delay of more than 2 working days compared to the agreed delivery date, the Buyer has the right to request Briso EcoTrade to reassess the Deal. Briso EcoTrade will then determine whether the escrow is released, extended or whether the Deal is cancelled.

Cancellation of the accepted Transport Assignment by the Carrier is only permitted in the event of force majeure, meaning: a technical defect to the vehicle that cannot be remedied within 24 hours, illness or sudden unavailability of the only available qualified driver, or official government measures that demonstrably make the transport impossible. The Carrier reports the cancellation immediately via the Platform and provides documentation of the force majeure situation.

Briso EcoTrade reserves the right to re-post the Transport Assignment on the Platform in the event of cancellation by the Carrier. The escrow remains frozen until the goods have been delivered or the Deal has been terminated by mutual agreement.

Payment of the carrier

The agreed transport price is paid directly by the Buyer to the Carrier. Briso EcoTrade is in principle not involved in the payment of transport costs and accepts no liability for this, unless expressly agreed otherwise in writing.

The payment term for transport services is 14 calendar days after delivery and signing of the CMR waybill, unless the Assignment Confirmation states a different term. In the event of late payment, the statutory commercial interest is due pursuant to Article 6:119a of the Dutch Civil Code, without further notice of default being required.

Briso EcoTrade may, in consultation with the Buyer, decide to process the transport costs as part of the escrow. In that case, the provisions of Article 9 (Payments and Escrow) apply in full to the transport portion of the transaction.

Cross-border transport and EVOA

For cross-border shipment of waste materials, Seller, Buyer and Carrier are each within their own area of responsibility obliged to comply with all requirements of EVOA (Regulation EC/1013/2006). For Green List waste materials (Annex III), a correct Annex 7 is required. For Orange or Red List waste materials, a full notification procedure applies. Briso EcoTrade neither checks nor guarantees EVOA compliance and accepts no liability for this.

If goods are detained at a border crossing due to missing or incorrect documentation (Annex 7, CMR, customs documents or permits), the party responsible for the missing documentation is liable for all associated costs, including storage, delay costs, fines and return costs. Briso EcoTrade will freeze the escrow in that case until the situation is resolved and all costs have been settled.

Insurance

The Carrier is obliged to be adequately insured throughout the entire Transport Assignment. The mandatory insurance coverage includes at minimum: (a) a valid motor vehicle liability insurance (WAM); (b) a CMR liability insurance for the transported goods with coverage of at least SDR 8.33 per kilogram gross weight pursuant to Article 23 of the CMR Convention; (c) for ADR transport: additional liability insurance appropriate to the hazard class of the cargo. Upon first request by Briso EcoTrade, the Carrier provides the relevant insurance policies and/or certificates within 2 working days.

Briso EcoTrade recommends that Buyers and Sellers take out a cargo transport insurance (all-risk or based on ICC-A clauses) for the goods to be transported. Briso EcoTrade itself does not offer cargo insurance and is not liable for damage to goods that are uninsured or insufficiently insured.

Briso EcoTrade processes personal data in accordance with the General Data Protection Regulation (GDPR). The full Privacy Policy is available on the Platform.

The Client consents to the storage and processing of business and personal data for the execution of the agreement, as well as sharing this data with payment service providers to the extent necessary.

Business details of the counterparty are only provided after payment has been completed, and only to the extent necessary for the execution of the relevant Deal.

The Client is prohibited from using received business details of counterparties for purposes other than the execution of the relevant Deal, or from passing these on to third parties.

All intellectual property rights relating to the Platform, software, logos, brand names and other content are vested in Briso EcoTrade or its licensors.

The Client may not copy, reverse-engineer, modify or use the Platform or any part thereof for purposes other than those for which it has been made available.

The agreement is entered into for an indefinite period and commences at the moment of successful registration.

The Client may terminate their account via a written request to [email protected]. Termination does not affect ongoing Deals or outstanding payment obligations.

Briso EcoTrade may terminate the agreement with immediate effect in the event of: violation of these Terms; bankruptcy or suspension of payment by the Client; prolonged inactivity (more than 12 months); or the provision of incorrect details upon registration.

After termination, the obligations under Articles 6, 7, 8, 11, 12 and 13 remain in full force for the periods stated therein.

If any provision is found to be null and void or voidable, this does not affect the validity of the remaining provisions. The parties shall replace the null provision with a valid one that most closely approximates its purpose.

Briso EcoTrade is entitled to transfer its rights and obligations to a third party who continues the agreement unchanged. The Client consents to this in advance.

The failure or untimely enforcement of a right by Briso EcoTrade shall never constitute a waiver of that right.

All agreements are exclusively governed by Dutch law. The Vienna Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

Disputes are submitted exclusively to the competent court in the district of Briso EcoTrade's registered place of business.