I. General provisions, legal effect of the GTC, definitions

1. SLL Automotive Group GmbH (“2trde”) is the developer and owner of the rights to a web-based platform (“Platform”) and a software application (“Software”) for managing and marketing used motor vehicles (“Vehicles”). 2trde enables the purchase and sale of Vehicles via the Platform in the context of online auctions and offers use of the Platform and the Software as well as certain ancillary services in accordance with these general terms and conditions (“GTC”).

In the context of the online auctions, a purchase contract for the Vehicle to be auctioned is concluded between the seller of a Vehicle (“Consignor”) and the auction house (“Auction House”) or a motor vehicle dealer (“Partner Dealer”). If a corresponding framework agreement exists between the Consignor and 2trde, the purchase contract is concluded between 2trde – Remarketing GmbH (“Remarketing GmbH”), a subsidiary of 2trde, and the Auction House or the Partner Dealer, subject to the condition that the Vehicle is auctioned to an Auction House or a Partner Dealer in the same auction. If the condition is fulfilled, Remarketing GmbH accordingly becomes a party to the purchase contract.

2. These GTC apply to all legal relationships arising from online auctions, thus to the legal relationships between 2trde and Consignors, 2trde and Auction Houses, 2trde and Partner Dealers, and to the legal relationships between Consignors and Remarketing GmbH. They further apply to the legal relationships between Consignors and Auction Houses as well as Consignors and Partner Dealers and, finally, to the legal relationships between Partner Dealers and Auction Houses. They also apply to all framework agreements concluded between 2trde and Consignors, Auction Houses and Partner Dealers as well as to all other sales of Vehicles brokered by 2trde.

3. Use of the Platform and the Software of 2trde is permitted exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

4. These GTC are available in a printable form on 2trde’s website. By registering, the users (Consignors, Auction Houses and Partner Dealers) (“Users”) of the Platform and Software accept these GTC.

5. 2TRDE reserves the right to amend the GTC, in particular in the event of changes in law, changes in case law or changes in economic circumstances. Such amendments will be published on 2trde’s website and thereby brought to the Users’ attention. They shall be deemed accepted if Users do not object within four weeks of publication on 2trde’s website. When amendments to the GTC are published, Users will again be advised of the four-week objection period and likewise that the amended GTC will become effective if no written objection is made within the four-week period.

6. Deviating, conflicting or supplementary terms and conditions, in particular general terms and conditions of Consignors and Auction Houses, shall apply only to the extent that 2trde has agreed to them in writing, e.g. by concluding a framework agreement. To the extent a framework agreement exists with a Consignor or an Auction House, it may contain provisions that take precedence over these GTC in the event of a deviation.

II. Registration and access to the Platform

1. Use of the Platform requires registration by the Users.

2. Natural and legal persons are entitled to register. Users must verify their identity upon registration by presenting an excerpt from the commercial register/trade licence and a valid identity card. For legal persons, presentation of the identity card of the legal representative is required.

3. Upon registration, Users must provide their full company name, address, bank details and e-mail address as well as any other information requested by 2trde completely and correctly. They are also obliged to provide their valid tax number and/or their VAT identification number (VAT ID) upon registration. For Users from a country within the EU, notification of their valid VAT ID issued to them is mandatory. The tax number and/or VAT ID will be used for the contractual relationship with 2trde until revoked in writing by the Users.

4. Users from a country outside the EU are obliged to submit, upon registration, a certificate issued by the tax office responsible for them confirming their status as an entrepreneur. The date of issue of this certificate must not be more than 12 months old.

5. The User’s registration constitutes an offer to conclude a contract of use regarding the Platform and Software of 2trde. 2trde reserves the right to accept or reject conclusion of the contract at its discretion. There is no right to conclude a contract. The contract of use for the Platform and the Software is formed only upon acceptance by activation on https://app.2trde.com and creation of a user account (“Account”).

6. Users are obliged to provide all information requested during registration completely and truthfully. If the information provided upon registration changes, it must be updated without delay. In the event of incorrect information, 2trde is entitled at any time to suspend or permanently block the Account and access to the Platform.

7. If Users wish to delete their Account, this requires written notice to 2trde. After receipt of such notice, 2trde will delete all actively entered data and content, insofar as these are not part of an active or completed auction and must still be visible to other auction participants (e.g. auction parameters, vehicle data). Data obtained passively (e.g. the number of completed orders) as well as transaction-related data and internal processes, such as accounting processes, will remain stored but will no longer be displayed.

8. Users shall ensure that their Accounts are used exclusively by themselves or by authorised persons. They are obliged to keep all access data and passwords confidential. They are liable for any use of the password and are responsible for all actions taken in connection with use of the Accounts. If there is reason to suspect that the password has been misappropriated or that third parties have had or may have had unauthorised access to the Account, Users are obliged to notify 2trde thereof without delay and to change the affected access data (including the password) without delay. Users bear responsibility for any use of 2trde’s services by means of their access data until one business day after such notification, including all direct and indirect consequences. Liability of 2trde, in particular due to loss of the password or other information, is excluded. This does not affect liability under Section XIII of these GTC.

9. If the User is an Auction House, only the creation of one Account is permitted. The Account is not transferable. If the User is a Consignor, several Accounts with different functions and permissions may be created.

10. The data stored in an Account concerning the authorised person(s), such as name, telephone, address, login, password, account details and information on storage location and contact persons, may be edited by the User independently.

11. There is no right to be admitted to use the online Platform. 2trde is entitled to refuse or withdraw admission without stating reasons. Admission will in particular be refused or withdrawn in the event of false information during registration, misuse of 2trde’s services, infringement of third-party rights, default/non-performance of contractual duties, insolvency or composition proceedings concerning the User’s assets, or dismissal of insolvency proceedings for lack of assets.

12. As a rule, the contractual relationship between 2trde and the User is governed by concluding a framework agreement in the course of the registration process.

13. If the User intends to make use of the permitted option to cancel their Account, any term and notice periods agreed in an existing framework agreement must be observed.

14. The User shall compensate 2trde for all damages incurred by the latter under liability pursuant to Section 25e of the Act to Prevent VAT Losses in Internet Trade in Goods due to tax not paid by the User concerned.

III. Legal position of 2trde

1. By means of the Platform and Software, 2trde auctions Vehicles in its own name and for its own account. 2trde collects the purchase price plus buyer’s fee in its own name. The Consignor assigns to 2trde all rights under the purchase contract concluded with the Auction House or the Partner Dealer. 2trde hereby accepts the assignment. 2trde will disclose the name of the Consignor to the Auction House or the Partner Dealer in the event of a justified complaint, if the Auction House or the Partner Dealer so requests in writing.

2. 2trde is not itself a party to the purchase contracts concluded via the Platform.

3. 2trde reserves the right to modify, discontinue or replace its offered services or parts thereof at any time. Users have no right to retain specific services.

IV. Duties of the Consignor

1. The Consignor must describe the Vehicle to be marketed accurately and completely. All characteristics and features material to the purchase decision in trade as well as defects must be stated truthfully on the Platform. This includes in particular the following information:

• Vehicle identification number (VIN)
• Date of first registration
• Number of keepers
• Previous use/origin of the Vehicle (e.g. re-import)
• Equipment
• Minimum price
• Information on standard or differential taxation
• Mileage
• Accident/previous damage

Accident/previous damage as well as technical defects must be stated by the Consignor in detail and comprehensively. The Consignor must warrant that the Vehicle is roadworthy and road-safe. If the Vehicle is not roadworthy and/or road-safe, this must be expressly stated on the Platform.

2. If vehicle data is prepared via external service providers, such as appraisers, there are three options for access to this data:

1. the Consignor adds 2trde as a registered user of its appraiser account,
2. the Consignor authorises 2trde by a declaration of rights of use for its respective customer number of the web service or similar services of the appraiser organisation to access and exchange appraiser data (condition reports, photos, diminished-value appraisals, etc.),
3. the Consignor provides 2trde with the Consignor’s existing server login data in accordance with the appraiser’s terms.

3. All material information on the sale of a Vehicle is stored in the customer log and the auction log. This includes the deadlines for timely provision of vehicle documents and for making the Vehicle available after payment is received. The Consignor is liable for the accuracy and completeness of the information stored in the auction log and customer log as well as for compliance with the deadlines. Disadvantages or damage due to incorrect or omitted information as well as late or non-receipt of documents shall be borne exclusively by the Consignor.

4. To the extent the Consignor’s vehicle description contains manufacturer vehicle data, e.g. from a DAT query, and such vehicle data deviates from the data entered by the Consignor, the Consignor’s entries shall prevail. If the photos of the Vehicle posted on the Platform deviate from the Consignor’s written statements, the photos of the Vehicle shall prevail.

5. 2trde is entitled to exclude a Vehicle from participation in an auction, in particular if 2trde finds that the Consignor’s statements do not match the actual condition of the Vehicle. 2trde has no duty to verify the Consignor’s statements. The description and photographs of a Vehicle must not contain advertising for other vehicles.

6. The seller represents that the Vehicle is in its unrestricted ownership or, if it is not in its ownership or is otherwise encumbered with third-party rights, that it is entitled to sell the Vehicle.

7. The Consignor undertakes not to offer Vehicles listed with 2trde on other marketing platforms or via other marketing channels. It is also not permitted during an auction for the Consignor itself or a third party to place bids on a Vehicle listed by the Consignor.

8. After sale of a Vehicle, the Consignor must issue an invoice to 2trde for the purchase price, make the Vehicle available for collection in the 2trde system together with vehicle documents, all keys and any accessories, stating the location, and hand it over against presentation of a collection authorisation to the buyer or to a transport company commissioned with collection. Upon instruction and in coordination with 2trde, the Consignor must send the vehicle documents to an address specified by 2trde.

In doing so, the seller must observe and comply with the deadlines stated by it on the Platform in the auction.

9. If consignment of a Vehicle is revoked by the Consignor or the Vehicle is excluded from an auction by 2trde because the Consignor’s statements do not match the actual condition of the Vehicle, 2trde will charge the Consignor the fees resulting from the framework agreement or the applicable price list.

V. Services; duties of 2trde

1. 2trde provides Consignors, Auction Houses and Partner Dealers with the Platform and the Software at the access point of 2trde’s data centre (“place of performance”).

2. 2trde does not warrant uninterrupted availability of the services but endeavours to achieve availability of 99.00%. Temporary restrictions of availability are possible for technical or operational reasons. This may be the case in particular with regard to capacity limits, security or integrity of data processing systems, or due to technical measures required for proper or improved performance. 2trde will take the legitimate interests of all parties into account.

2. Availability of 2trde’s services is not guaranteed at the following times:

• daily maintenance (updates and upgrades) from 20:00 to 22:00 – local time,
• announced maintenance
• the announcement is made with a lead time of at least two business days,
• due to circumstances outside 2trde’s sphere of influence.

3. 2trde reserves the right to limit temporarily or permanently the data volume of Consignors for uploading data (including photos and condition information), in particular where this is necessary for technical reasons, such as maintaining or optimising the services. 2trde therefore does not guarantee any minimum storage capacity.

4. 2trde provides Consignors with a recording app by which they can digitally store all sales-relevant vehicle information, such as condition, equipment and photos, via a smartphone application. 2trde ensures that all stored vehicle data is transferred to the Consignors’ Accounts on the Platform.

5. 2trde offers Consignors the use of an “indicator” that supports them in making the most complete and meaningful statements possible about the Vehicles. No review is carried out of the currency, plausibility, accuracy or lawfulness of the transmitted content and data, and 2trde assumes no liability for these.

6. For activation, Auction Houses receive from 2trde documentation with the necessary technical details regarding data and bid exchange as well as a sample data set with all data types transmitted in communication between the Auction House and 2trde.

A test run takes place before first-time activation.

7. 2trde offers Users support for technical questions or error messages Monday to Friday between 9:00 and 17:00 (CET).

On public holidays at 2trde’s registered office (currently Munich), this support is not available.

Support requests may be submitted by telephone, e-mail or via the chat function on the Platform. 2trde will review support requests and propose a solution to the Users. 2trde is not obliged to answer Users’ questions concerning services that are not part of the subject matter of the contract.

8. If Users wish to use further services from 2trde, such as consulting, customising, implementation and reporting, the terms must be agreed in separate contracts.

9. 2trde offers the seller, by separate agreement, a price indication that, based on the Vehicle data (possibly VIN), calculates a B2B sale price and is transmitted via digital interfaces. Remuneration of 2trde is governed in a separate contract.

VI. Purchase contract and settlement

1. By means of the Software made available, 2trde auctions the Vehicles in its own name and for its own account. Upon award of the contract in an auction to the highest bidder, a purchase contract is formed between the Consignor—or, if a framework agreement exists, between Remarketing GmbH—and the buyer. If a framework agreement exists, it governs the detailed procedures.

2. If the Consignor has set a minimum price and 2trde sells the Vehicle below the minimum purchase price set by the Consignor, such sale is subject to the Consignor’s consent. Consent may be given by telephone or via the 2trde system. If such consent is not given, no purchase contract is formed. 2trde may then conclude a purchase contract with the buyer at a different purchase price via the 2trde system or by telephone in coordination with the Consignor. The Consignor remains bound by its offer subject to reservation for 24 hours after the hammer price. An extension of this period is possible in agreement with the Consignor.

3. The purchase price payable by the buyer for the sold Vehicle consists of the hammer price and the buyer’s fee.

4. Upon award in an auction or conclusion of a purchase contract by subsequent negotiation with Consignor and buyer, the Consignor assigns its purchase price claim against the buyer/Remarketing GmbH to 2trde accepting this assignment.

5. 2trde collects the purchase price in its own name and for the account of another and the buyer’s fee in its own name and for its own account, without becoming a party to the purchase contract. Payment of the invoice is due immediately and does not require a reminder (Section 286(3) BGB).

6. Title to the auctioned Vehicle passes from the Consignor to the buyer only upon full irrevocable receipt of the purchase price in 2trde’s account.

7. Payment of the purchase price by 2trde to the Consignor must be made two banking days after receipt of the buyer’s payment by 2trde, following invoicing by the Consignor to 2trde/Remarketing GmbH.

8. 2trde is entitled to deduct its fees from the purchase price payable to the Consignor after sale of a Vehicle and invoicing by the Consignor.

9. If a buyer justifiably withdraws from a purchase contract due to incorrect or missing data transmission for which 2trde is responsible, the seller may list the Vehicle in a further auction free of charge with complete and correct vehicle data.

10. 2trde handles invoicing to the buyer and collection, but not the collection risk for the Consignor. If the buyer refuses payment and acceptance of the Vehicle, 2trde is entitled, on the basis of the assignment agreement with the Consignor, to withdraw from the purchase contract and claim damages for non-performance.

If a framework agreement exists, in such a case 2trde is entitled, on the basis of an assignment agreement with Remarketing GmbH, to withdraw from the purchase contract concluded between Remarketing GmbH and the buyer and to claim damages.

11. In both cases, the Consignor decides on a further consignment of the Vehicle to another auction. If the Vehicle is listed in a further auction, 2trde will charge the Consignor a further sale fee in accordance with the current price list/framework agreement.

12. Only the buyer is liable for non-payment or damages due to reduced proceeds and costs incurred. Liability of 2trde is excluded.

13. If the Consignor mistakenly enters an incorrect minimum price or the Auction House mistakenly submits an incorrect bid during the auction, this may be reported to 2trde via the Platform or other written channels. The deadline for reporting is 24 hours after setting the minimum price or submitting an incorrect bid. The report must be received before the end of the auction. 2trde will then cancel the minimum price or the bid if, upon reasonable assessment of all circumstances, it is clear that the minimum price or bid was actually submitted by mistake. Cancelling the minimum price requires the Consignor to set a new minimum price.

14. If such a mistake is reported to 2trde after completion of a successful auction, cancellation is no longer possible. Consignors and buyers retain only the possibility of avoidance pursuant to Sections 118, 119 et seq. BGB.

15. During an ongoing auction, cancellation of a vehicle listing by the Consignor is generally not permitted unless the Consignor’s request for cancellation is based on good cause (e.g. substantial deterioration or loss of the Vehicle after the start of the auction). The Consignor must, upon 2trde’s request, prove the existence of good cause. In the event of cancellation, 2trde charges the Consignor a fee in accordance with the framework agreement.

VII. Sale of Vehicles within/outside the EU

1. If Vehicles are exported from the Federal Republic of Germany, the purchase price is payable net. In addition, 2trde charges a security retention in the amount of the applicable statutory VAT. This will be refunded to the buyer once the buyer proves that the Vehicle purchased has been exported from Germany.

2. For this purpose, a buyer from a third country (outside the EU) must provide 2trde with an export certificate from the border customs office of the third country bearing a note of export.

3. A buyer from an EU Member State must hold proof of export of a Vehicle to another EU Member State by way of a certificate of arrival (“Gelangenheitsbestätigung”).

4. If the buyer does not provide proof of export within three months, 2trde will issue an invoice including VAT and remit the amount retained as security as VAT to the German tax authorities.

5. 2trde may commission an external transport company to transport a Vehicle to a location outside the Federal Republic of Germany. Under this mandate, the transport company is obliged to transmit the certificate of arrival/export certificate to 2trde without delay after export of the Vehicle.

VIII: Passing of risk

1. The Consignor bears the risk of accidental loss or accidental deterioration until handover of the Vehicle to the buyer. If transport of a Vehicle is carried out at the buyer’s request by a transport company, the risk of accidental loss or accidental deterioration passes to the buyer upon handover of the Vehicle to the transport company.

2. If a purchase contract is unwound, the risk of accidental loss or accidental deterioration of the Vehicle passes back to the Consignor analogously to clause 1 upon handover to the Consignor or the transport company.

IX. Complaints

1. Complaints and notices of defects must be asserted by buyers in writing directly against 2trde.

2. Buyers are obliged to give written notice of defects and missing accessories without delay after handover of the Vehicle. Notice is deemed without delay if given by 24:00 on the business day following handover. If the Vehicle is handed over to a transport company on behalf of a buyer, a transport handover certificate must be prepared upon handover to the transport company. Any visible defects identified must be recorded in this transport handover certificate. Damage to the Vehicle occurring during transport is the sole liability of the transport company. In the event of handover to a transport company, the complaint period is extended until 24:00 on the business day after handover of the Vehicle by the transport company to the buyer, but at the latest until 24:00 on the sixth business day after sale. If a precise defect diagnosis is not possible within these periods, a general notice of the defect must nevertheless be given within these periods. Later notices as well as oral/remote oral defect notices cannot be taken into account.

3. 2trde informs the Consignor of the existence of a complaint, reviews its merits—if necessary involving its legal department—and communicates the result of its review to the Consignor together with a recommendation.

4. The Consignor is free to follow or reject this recommendation. If 2trde considers a complaint justified but the Consignor considers it unjustified, the Consignor must notify 2trde thereof in writing. 2trde will reject the buyer’s complaint accordingly.

5. If the buyer maintains its complaint against 2trde despite rejection, further handling of this complaint takes place in close coordination between Consignor and 2trde. To this end, 2trde will transmit to the Consignor without delay the relevant correspondence between it and the buyer, in particular where the buyer announces or institutes legal proceedings.

7. 2trde points out to the Consignor that it is legally obliged to name the Consignor by name if the buyer so demands.

8. As between Consignor and 2trde, 2trde is bound by the Consignor’s decisions. If the Consignor rejects a complaint, including in the event of court proceedings between 2trde and the buyer, and a court finally holds the complaint justified, the Consignor must reimburse 2trde for the costs incurred by 2trde from this complaint, including all costs of legal enforcement, and indemnify 2trde against any other claims of the buyer.

X. Fees

1. Fees payable by Users and payment terms result from the framework agreements concluded with them.

2. If no framework agreement exists, fees are set out on the Platform. Fees accrued must also be paid by the Consignor if a buyer fails to pay or, in the event of unwinding of a purchase contract, the purchase price is refunded, unless 2trde is responsible for the reason for unwinding the purchase contract or non-payment of the purchase price.

3. Changes to fees will be announced by 2trde on the Platform in good time. Continued use of 2trde’s services after announcement of a fee change constitutes acceptance of the fee change.

XI. Rights of use, third-party rights, hosting

1. The Consignor grants 2trde a non-exclusive right, limited in time to the term of the contract and unrestricted in territory and subject matter, to use all content and data provided by it and/or at its instigation in all known and unknown media and forms of use, including the rights of reproduction, distribution, public performance (including making available on demand and transmission), translation and adaptation, and the right to combine the content and data with other works, supplement and expand them, as well as the right to analyse the content and data itself and/or have it analysed by third parties, evaluate it statistically and/or have it evaluated (including so-called “text and data mining”) and also use and exploit it for marketing, advertising, market research and statistical purposes, as well as the right to transfer the foregoing rights in whole or in part to third parties and all other rights of use necessary for performance of the contract. Rights of exploitation and use continue beyond the term of the contract to the extent necessary for performance of the contract, for billing or evidence purposes or to comply with statutory retention obligations. There is no obligation to exercise or use these rights.

2. The Consignor shall ensure that the respective author or creator waives exercise of any right to be named, where possible.

3. The Consignor warrants that it has obtained all necessary rights of use and exploitation in copyrights, trademark rights and other third-party rights for all content and data, that it may freely dispose of the aforementioned rights, and that their use and exploitation in accordance with these GTC does not infringe third-party rights or other statutory or contractual provisions. It further ensures that the necessary authorisations for 2trde are in place with the relevant appraiser organisation(s). If the Consignor provides personal data, it warrants that all necessary consents have been obtained. If third parties assert claims against 2trde due to a breach of this provision, the Consignor shall indemnify 2trde against such claims, including any costs of legal enforcement.

4. 2trde is entitled to use and exploit vehicle-related data transmitted by the Consignor itself or at its instigation (including all vehicle-related information, raw data, statistical data and metadata, vehicle types, accident statistics, etc.) without reference to the person of the Consignor without limitation in time, territory and subject matter even after termination of the contract. 2trde creates backups of data of Vehicles already sold, which may as a rule be made available to the Consignor for up to six months after the date of sale of a Vehicle. 2trde warrants not to merge this data with personal data of the Consignor after the end of the contract of use.

5. 2trde grants Users the geographically unrestricted, non-exclusive, non-transferable right for the term of the contract to use the Platform, Account and Software for their internal business purposes and to allow use by the Users’ employees authorised by 2trde.

Users are not entitled:

• to allow their Account to be used by anyone other than authorised persons, in whatever legal form, or to reproduce or otherwise distribute it,
• to use 2trde’s services to develop other services,
• to activate and use Platform functions for which no rights of use have been granted,
• to modify, translate, reproduce or decompile the source code of the Software or investigate its functions, except to the extent mandatory under copyright law,
• to remove, conceal or alter legal notices, in particular relating to 2trde’s intellectual property rights.

XII. Data protection / use of stored data

1. 2trde is entitled to collect, store, process and use personal data for its own purposes. In doing so, it must in particular observe the provisions of the General Data Protection Regulation (GDPR) and the Telemedia Act.

2. 2trde is in particular entitled to use and publish data and information on the sale of Vehicles

• in connection with use of its services by the Consignor/buyer, to the extent necessary for use of these services,
• to forward to the parties to a purchase contract where necessary,
• to forward to third parties where demonstrably necessary to safeguard legitimate interests of third parties or the public, e.g. if it serves to clarify misuse of the Platform or general legal enforcement,
• in other cases to share with the consent of the Consignor/buyer,
• to use sales data, i.e. vehicle data, bid steps and vehicle documents, in anonymised form.

3. If a User withdraws its registration, it is entitled to deletion of stored personal data unless 2trde still needs these for processing contracts.

4. Users are prohibited from using contact data and addresses as well as other content on 2trde’s website for commercial advertising.

5. Personal data is processed in connection with use of the Platform and Software. The respective User is controller and 2trde is processor. This processing by 2trde is governed in the data processing agreement between the parties, available under LINK, which is expressly incorporated into the contract between the parties.

XIII. Liability

1. 2trde is not liable for damage incurred by Users or third parties in connection with use of the Platform and Software or other services provided by 2trde, in particular not for damage resulting from the fact that bids submitted due to technical defects were not received or considered on the Platform or not in time. The same applies to damage resulting from Vehicles not being displayed or not being displayed accurately (e.g. temporary failure of the Platform). To the extent necessary for maintenance work and updates etc., 2trde reserves the right to temporarily suspend its website and system. Only the Consignor is liable for the content and lawfulness of a sale offer.

2. To the extent the Platform offers redirection to databases, websites, services etc. of third parties, 2trde is not liable for accessibility, existence or security of such databases or services, nor for their content. In particular, 2trde does not warrant their lawfulness, accuracy, completeness, currency, etc.

3. 2trde is furthermore not liable for accessibility, existence, security, accuracy, completeness and currency or content of third-party databases or services and their data integrated on the Platform. In particular, 2trde makes no assurances and gives no warranty regarding the services and technical requirements of Auction Houses. Functionality and conduct of the auction as well as responsibility for (technical) disruptions lie within the Auction Houses’ sphere. Disruptions in data transmission on the part of Auction Houses may mean that data delivery and the auction cannot be successfully completed.

4. 2trde is liable to Users and third parties only in cases of intent and gross negligence and in the event of breach of cardinal obligations within the meaning of Section 203(2) No. 2 BGB. Any further liability is excluded. This exclusion does not apply to damage arising from injury to life, body or health based on a negligent breach of duty by 2trde or an intentional or negligent breach of duty by a legal representative or vicarious agent of 2trde.

5. In the event of negligently caused breach of material contractual obligations, 2trde’s liability is limited in amount to the typical, foreseeable damage. Material contractual obligations are those whose performance is essential for proper performance of a contract and on compliance with which Users may regularly rely.

6. Existing manufacturer warranties are not affected by the sales.

7. Any further liability of 2trde is excluded.

8. The limitation period for damages claims against 2trde under clauses 1–3 and 5 of this section is one year.

9. Users are obliged to compensate 2trde for damage incurred by the latter in connection with use of the Platform due to culpable breach of their duties.

XIV. Liability for defects

1. Liability for defects is excluded. Vehicles are auctioned in the condition they are in at the time of the hammer price. Used vehicles show wear and tear corresponding to age and/or mileage. 2trde is not the owner of the Vehicles and therefore gives no warranty for any particular condition or characteristic of the Vehicle. Likewise, 2trde gives no warranty for the accuracy and completeness of the Consignor’s statements. This applies in particular to statements about a particular condition or characteristic of the Vehicle or its equipment. Only the Consignor is liable for these statements.

2. The exclusion of liability for defects does not apply in cases of intent and gross negligence and not for damage arising from injury to life, body or health based on a negligent breach of duty by 2trde or an intentional or negligent breach of duty by a legal representative or vicarious agent of 2trde.

3. Vehicles are not subject to technical inspection by 2trde.

4. The Consignor agrees that 2trde may disclose its name to the buyer if the buyer asserts claims for defects which are not obviously unfounded and the buyer demands in writing that the Consignor’s identity be disclosed.

XV. Applicable law, jurisdiction, German language

1. These GTC as well as the framework agreements between 2trde and the Consignor and the Auction House regarding use of the Platform, use of the Software and conduct of auctions are governed by the laws of the Federal Republic of Germany. The German-language GTC are authoritative for the legal relationship between the parties. Translations of these GTC are for information and understanding only. The same applies to the vehicle description on the Platform.

2. If the User is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law or an undertaking within the meaning of Section 14 BGB, exclusive jurisdiction—including international jurisdiction—for all disputes arising from or in connection with the GTC, the framework agreements and the purchase contracts concerning Vehicles shall be the place of business of 2trde in Munich.

3. The same jurisdiction applies if the User has no general place of jurisdiction in Germany, relocates its domicile or habitual residence from Germany after conclusion of the contract, or its domicile or habitual residence is unknown at the time legal action is brought.

4. However, 2trde is in all cases also entitled to bring proceedings at the place of performance under these GTC or a prevailing individual agreement or at the User’s general place of jurisdiction.

5. Mandatory statutory provisions, in particular on exclusive jurisdiction, remain unaffected.

6. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the rules of private international law do not apply. The contract and auction language is German. If documents in other languages are used, they are for information only. The German version applies.

XVI. Severability clause

If a provision of these GTC or a provision later incorporated into the GTC is or becomes wholly or partly invalid or unenforceable, or if a gap arises in these GTC, the validity of the remaining provisions shall not be affected. In place of the invalid or unenforceable provision or to fill the gap, that valid and enforceable provision shall be deemed agreed which comes closest in law and economics to what the parties intended or would have intended according to the meaning and purpose of these GTC.