Applicability 1.1 The present terms and conditions (hereinafter: “T&C”) shall exclusively apply to entrepreneurs (Sec. 14 BGB [German Civil Code]), legal entities under public law and special funds under public law (“Contractual Partners”). 1.2 The present T&C shall apply exclusively. Any deviating, complementary or conflicting terms and conditions of the Contractual Partner are hereby rejected unless Maynards Europe GmbH (hereinafter “Maynards”) has expressly agreed to them. The above shall also apply to any future business transactions and even if goods are supplied in the knowledge of deviating, complementary or conflicting terms and conditions of the Contractual Partner. 1.3 The present T&C shall be applicable in their respective most recent version (available at our website) or, in any case, in the latest version provided to the Contractual Partner in text form. They shall also apply to any future contractual relationships between Maynards and the Contractual Partner, even if no separate agreement is reached thereon. 1.4 Maynards predominantly sells used or, respectively, not newly manufactured goods - in some cases on its own behalf and in some cases on behalf of third parties, in the form of online auctions, tenders and freely negotiated sales (hereinafter “Sales Transaction(s)”). Depending on the format, in which the respective Sales Transaction is concluded, the special provisions of sections B. through D. shall apply in addition to the general provisions of the present section A.: - To Sales Transactions where Maynards acts as the seller’s agent (the former hereinafter also “Principal”), the Special Provisions of section B. shall additionally apply. This shall also be the case if Maynards discloses that it represents the Principal but the Principal’s name is not communicated upon conclusion of a contract. - The provisions of section C. shall additionally apply to Sales Transactions where Maynards acts on its own behalf. - The Special Provisions of section D. shall additionally apply to online auctions, i.e. sales through the online platform available at the web address “https://auctions.maynards.com” (hereinafter “Auction Platform”).
Purchase Price, Buyer’s Premium, Value Added Tax, Provision of Security, Due Date 2.1 The purchase price is exclusive of the statutory sales tax. 2.2 A Contractual Partner whose delivery address is located in a different EU member state shall, contrary to clause 2.1, receive an invoice identifying the purchase as a VAT-free intra-Community supply of goods. The above requires the Contractual Partner to provide a valid foreign VAT identification number granted to it by said other member state to Maynards prior to the conclusion of the purchase contract. In addition, it must submit current copies of an identity document (for legal entities or associations: of the representatives acting on their behalf). In the event of shipment or transport by the Contractual Partner, the latter shall be obligated to provide to Maynards a valid verification document under Secs. 17b et seqq. UStDV [Regulation implementing the Value Added Tax Act] which unequivocally proves the intra-Community supply of goods. It shall have to provide the proof within seven days as of the passing of risk. 2.3 A Contractual Partner whose delivery address is located in a third country shall, contrary to clause 2.1, receive an invoice identifying the purchase as a VAT-free supply of goods for export. In the event of shipment or transport by the Contractual Partner, the latter shall be obligated to provide to Maynards a valid verification document under Secs. 9, 10 UStDV which unequivocally proves the supply of goods for export. It shall have to provide the proof within seven days as of the passing of risk. 2.4 In the cases under clause 2.2 and 2.3, the Contractual Partner must provide a security in the amount of the statutory value added tax. Said provision of security is to be used for repayment of the payable value added tax in the event that it turns out that the supply of goods is subject to German value added tax. This may occur if the Contractual Partner fails to comply or comply fully or in a timely manner with the aforementioned obligations to provide evidence or notification. The same shall apply if other circumstances occur that result in a liability to pay value added tax. If the requirements for an exemption from VAT are not met, Maynards shall be entitled to cancel the issued (net) invoice and issue a new invoice in which the statutory value added tax is openly stated. Maynards shall be entitled to an inspection period of two weeks for examining the provided documents. If the purpose of the provision of security ceases to apply, Maynards shall be obligated to refund the provision of security within a further two weeks. 2.5 Apart from the obligation to pay the purchase price, the buyer shall be obligated to pay to Maynards a buyer’s premium in the amount of the percentage of the net purchase price stated in each case and the statutory value added tax potentially attributable to the buyer’s premium. 2.6 The purchase price, a potential provision of security according to clauses 2.2 to 2.4 and the buyer’s premium shall be due for payment immediately and without deduction, unless a different term for payment is stipulated in writing.
Set-Off, Retention A set-off or retention by the Contractual Partner shall only be permissible if the alleged counter-right is a claim that is uncontested, non-appealable or ready for decision, or if the Contractual Partner asserts a defect-related counter-right arising from the same contract.
Disassembly and Acceptance, Liability to Provide Insurance 4.1 The obligation to disassemble and accept the respective purchased goods constitutes a primary contractual obligation of the Contractual Partner. Unless stipulated otherwise, all purchased goods must be disassembled and collected by the Contractual Partner at the respective stated location at the latter’s own risk and expense. The Contractual Partner shall be obligated to make an appointment, which is within the specified time window, or, if no such time window is specified, within two weeks after the conclusion of the contract for disassembling/collecting the purchased goods at the stated location. It shall be a prerequisite for collection that the Contractual Partner has fulfilled the obligations incumbent upon it, in particular, that it has made the payment in accordance with clause 2 and provided the proof of liability insurance in accordance with clause 4.2. 4.2 The Contractual Partner shall be obligated to maintain a liability insurance with a minimum coverage amounting to EUR 5 million at the time of disassembly/collection which covers any damage caused by it or its vicarious agents during disassembly/collection, and to provide evidence for the maintenance of such liability insurance to Maynards.
Default in Payment and Acceptance 5.1 If the Contractual Partner fails to pay within five working days upon receipt of the invoice or by an otherwise stipulated later due date, the Contractual Partner shall be in default without a warning letter being required. During the default in payment, the claim shall bear interest at a rate of 9 percentage points above the respective base interest rate. 5.2 If the Contractual Partner is in default with payment or its obligation to disassemble and collect the goods, the seller shall be entitled to withdraw from the purchase contract after the unsuccessful expiry of an appropriate grace period granted to the Contractual Partner. The Contractual Partner’s obligation to pay the buyer’s premium shall remain in force even in the event of such withdrawal, unless the Contractual Partner proves that Maynards has not suffered any or a lower damage only. 5.3 After the unsuccessful expiry of an adequate grace period granted to the Contractual Partner for the disassembly or collection of the goods, the seller shall be entitled to - have the goods disassembled, - have the goods stored, - otherwise dispose of the goods for the account of the Contractual Partner and - scrap the goods at the Contractual Partner’s expense. The seller’s right to withdraw from the contract shall remain unaffected.
Export Control The respective purchase contract shall be concluded subject to the proviso that the conclusion of the contract and its performance neither violate provisions of the respective applicable law on export control (including sanctions), nor require an authorisation under export control law. The respective purchase contract shall further be concluded subject to the proviso that the Contractual Partner, its representative or a possible end customer is not subject to any national or international embargo measures or sanctions according to the respective applicable law. Maynards or, respectively, the seller shall not bear any responsibility for potential delays due to the investigation of such circumstances. The Contractual Partner shall be obligated to cooperate in this respect.
Quality, Warranty 7.1 Unless expressly stated otherwise, all purchased goods shall be used or not newly manufactured goods. Only accessories that are expressly mentioned in the description shall be included in the sale. 7.2 Used or not newly manufactured goods shall be sold as is. The condition upon completion of a specified inspection period shall be decisive; interested parties are therefore urged to inspect the object of purchase and examine it themselves. Visual representations shall not be binding and may differ from the original. 7.3 With respect to used or not newly manufactured goods, the buyer’s rights to compensation due to defects shall be limited to damages pursuant to clause 8. The above shall not apply if the seller has fraudulently concealed the defect or warranted the quality of the goods.
Liability 8.1 Maynards shall be liable to the Contractual Partner pursuant to statutory provisions for any damage caused by an intentional or grossly negligent breach of duty by Maynards, its legal representatives or vicarious agents - regardless of the legal grounds. 8.2 In cases of a breach of duty due to simple negligence, Maynards shall only be liable - for damage arising from injury to life, limb or health, and - for damage arising from the breach of such duties which must be complied with to allow for the proper performance of the contract at all and the compliance of which the Contractual Partner usually relies on and may rely on; in such cases, liability shall, however, be limited to the typical damage that is foreseeable upon conclusion of the contract. 8.3 Liability in accordance with the German Product Liability Act and in cases - where a warranty or a procurement risk has been assumed and - of fraudulent concealment of a defect shall remain unaffected by the above. 8.4 The above limitation of liability shall also apply to Maynards’ bodies, representatives, employees and other vicarious agents to the same extent. 8.5 If Maynards acts as a Principal’s agent, the limitation of liability according to the above clauses 8.1, 8.2 and 8.3 shall also apply to said Principal accordingly and, corresponding to clause 8.4, to its bodies, representatives, employees and other vicarious agents.
Choice of Law, Place of Jurisdiction 9.1 The laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Sales Convention, shall apply to all contractual relationships between Maynards and the Contractual Partner and to the present T&C. 9.2 If the Contractual Partner is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction - including internationally - for any and all disputes arising from or in the context of the contractual relationship between Maynards and the Contractual Partner shall be Starnberg, Germany. Maynard’s right to sue the Contractual Partner at the place of its registered office shall remain unaffected by the above.
B. Special Provisions for Sales Transactions on Behalf of Third Parties
Sale without specifying Names In the event that, prior to or upon the conclusion of a Sales Transaction, only the circumstance is disclosed to the Contractual Partner that Maynards is acting on behalf of a third party, without the Contractual Partner being informed of the personal information of the seller, the Contractual Partner shall agree not to be informed of the personal information and address of the seller until after the conclusion of the Sales Transaction.
No Examination Requirement for Maynards Maynards shall not bear any separate obligation in relation to the Contractual Partner to examine the objects of purchase and to check the information provided by the seller. The Contractual Partner shall be given the opportunity to examine the object of purchase itself.
C. Special Provisions for Sales Transactions on Maynards’ own Behalf
Reservation of Availability Maynards shall be entitled to withdraw from the contract if, in spite of a correspondingly concluded cover transaction with a third party, the respective object of purchase is not provided or not provided in a timely manner by said third party without Maynards being at fault. Maynards shall undertake to notify the Contractual Partner of this circumstance immediately upon becoming aware of it and to refund any payments that have already been made to the Contractual Partner without undue delay.
D. Special Provisions for Online Auctions
Requirements for Participation 1.1 Participation shall require free registration on the Auction Platform and admission to the auction by Maynards. Each participant shall have to provide truthful personal details on the registration form and keep the information up to date. 1.2 There shall be no right to registration on the Auction Platform or to an admission to participate in a particular auction. A revocation of the registration, the admission to participate in a particular auction and its revocation shall be at the free discretion of Maynards. 1.3 It shall be the participant’s responsibility to assign a secure password and to keep the assigned password confidential. In the event that the participant has reason to believe that his/her login details have become known to an unauthorised third party, he/she shall be obligated to report this to Maynards and to have his/her access blocked via email to europe@maynards.com.
Conclusion of Contract 2.1 The lots posted on the Auction Platform shall be understood as a mere invitation to the interested participants of the auction to submit a legally binding offer of contract by entering a self-determined purchase price (“Bid”) or by using the Buy-now option, if activated, in compliance with the procedure specified by the Auction Platform. 2.2 The respective Bid or the use of the Buy-now option, if activated, shall be irrevocable. The binding nature of the Bid for the respective participant shall cease to apply if a higher Bid is entered by another participant before the end of the auction runtime or if the Buy-now option, if activated, is used by another participant. 2.3 A possible acceptance of the respective participant’s Bid or Buy-now offer by Maynards shall ensue within three working days as of the day following the end of the auction runtime. The note on the Auction Platform stating that the respective user has entered the highest Bid shall not constitute an acceptance of the participant’s offer by Maynards. 2.4 If Maynards only accepts the participant’s offer subject to a reservation, a contract shall only be concluded if Maynards declares the elimination of the reservation within ten calendar days. 2.5 The sending of a pro forma invoice or an invoice shall be considered an acceptance of the offer or, in the event of an acceptance previously declared only subject to a reservation, the elimination of the reservation.
Auction Runtime 3.1 Only the system time on the computer system used for operating the Auction Platform shall be decisive. 3.2 If a maximum bid is entered within three minutes before the end of the auction runtime, the auction runtime shall be extended by a further three minutes in each case. 3.3 Maynards reserves the right to shorten the runtime of online auctions or to end online auctions early.
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