The Bottom Line
- Delivering an online order to a business address does not automatically create a B2B contract. Courts will examine all circumstances, including the payment source, the nature of the goods, and even the seller’s own checkout process to identify the true contracting party.
- In a dispute over non-delivery, the burden of proof is on the seller to prove the customer received the goods. A courier’s standard “delivered” tracking status may not be sufficient evidence in court.
- If a seller cannot definitively prove delivery, the customer is entitled to terminate the contract and demand a full refund. The seller will also likely be liable for interest, collection costs, and the customer’s legal fees.
The Details
In a case that serves as a valuable reminder for all e-commerce businesses, a Dutch court recently scrutinized the fundamentals of contract identity and the requirements for proving delivery. The dispute arose after an individual purchased Pokémon cards for €413.95. He paid from his personal bank account but had the package sent to his company’s address. When the cards never arrived, he terminated the sales agreement and demanded his money back. The seller refused, arguing first that the contract was with the buyer’s limited company (a B.V.), not the individual, and second, that their courier’s tracking information confirmed the package was delivered.
The court swiftly dismissed the seller’s first argument. It determined the buyer was indeed the individual, acting as a consumer. The court’s reasoning was comprehensive: the payment came from a personal account, the goods (Pokémon cards) were entirely unrelated to the company’s stated business activities (metalworking), and crucially, the seller’s own website only offered the option to add a company name under the “delivery address” section, not as the formal buyer. This established a clear B2C (Business-to-Consumer) relationship, making the individual the correct party to the lawsuit.
With the contract established as a consumer sale, the court turned to the issue of delivery. Under Dutch law, the burden of proof lies with the seller to demonstrate that the goods have been successfully delivered to the buyer. The seller presented a printout from the postal service and an email from their shipping partner simply stating the package was “delivered.” The court found this evidence to be insufficient. It noted that the documentation failed to specify the exact delivery address or the method of delivery—for example, whether it was placed in a mailbox or handed to a person. Without this concrete proof, the seller could not overcome the buyer’s claim of non-receipt. This failure to deliver constituted a breach of contract, giving the buyer the right to terminate the agreement and demand a full refund. The seller was ultimately ordered to repay the full purchase price, plus interest and all legal costs.
Source
Rechtbank Midden-Nederland
