Terms and Conditions for Sellers on machinery-market.eu

of GSK Handels- und Service GmbH (hereinafter “the Operator”)

Preamble

(1) These General Terms and Conditions for Sellers (hereinafter “Seller T&Cs”) supplement the “General Terms and Conditions for the Use of the machinery-market.eu Platform” (hereinafter “Platform Terms and Conditions”) and govern the legal relationship between the Operator and sellers who offer machinery or comparable capital goods via the platform.

(2) In the event of any conflict between the Platform Terms and these Seller Terms, the provisions of these Seller Terms shall take precedence insofar as they specifically concern the relationship with the Seller.

(3) The Seller T&Cs become part of the contract upon initial registration as a seller and apply to all subsequent ad placements and use of the platform.

§ 1 Who may become a seller

(1) Only entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law acting in the course of their commercial, professional or official activities may become sellers. Consumers within the meaning of Section 13 of the German Civil Code (BGB) are excluded from becoming sellers.

(2) The operator reserves the right to request appropriate evidence (in particular an extract from the commercial register, business registration, VAT registration number) during the registration process.

(3) Registration as a seller requires acceptance of these Seller Terms and Conditions, the Platform Terms and Conditions, the Privacy Policy and any Marketplace Rules.

§ 2 Conclusion of Contract, Tariffs and Remuneration

(1) By selecting a tariff or service package and subsequently confirming this during the registration process, the Seller makes a binding offer to conclude a Seller Contract with the Operator. The contract is concluded as soon as the Operator activates the account or confirms the conclusion of the contract in writing.

(2) The current rates, scope of services, commissions and additional fees are set out in the price list valid at the time of conclusion of the contract, which is available in the seller’s area of the platform.

(3) [PLACEHOLDER: Commission model and commission rate are yet to be determined. The following must be specifically stipulated in the final document: (a) whether the commission is charged per sale brokered, per advertisement duration, as a fixed price per advertisement or as a monthly/annual basic fee, (b) the amount of the commission as a percentage of the sale price or as a flat fee, (c) the minimum and maximum commission, (d) when the commission is payable (upon placement of the advertisement, upon enquiry, upon sale, upon receipt of payment).]

(4) Where commissions or performance-based fees have been agreed, the Seller is obliged to notify the Operator in writing of the conclusion and terms of a transaction brokered via the Platform without delay, and at the latest within 14 days of the conclusion of the contract with the Buyer. The Operator is entitled, in cases of justified suspicion, to request information and access to the documents required for the calculation of the commission.

(5) Unless otherwise stated, all prices are quoted in euros plus the applicable statutory value added tax.

(6) Invoices are generally issued electronically. Unless otherwise agreed, they are due for payment without deduction within ten days of receipt. In the event of late payment, the Operator is entitled to charge interest on arrears at the statutory rate (currently nine percentage points above the base rate for businesses) as well as a flat-rate late payment fee in accordance with Section 288(5) of the German Civil Code (BGB) and to block the seller’s account in whole or in part until outstanding claims have been settled in full.

§ 3 Obligations when placing advertisements

3.1 Duty of truthfulness and completeness

(1) The seller is obliged to provide only truthful, complete, up-to-date and non-misleading information in their advertisements. This applies in particular to:

• manufacturer, type/model designation and serial number (where specified);
• Year of manufacture, operating hours, mileage or comparable wear indicators;
• Technical specifications, standard and optional equipment;
• Condition of the machine (e.g. ‘new’, ‘used’, ‘fully reconditioned’), visible defects, repair history;
• Location of the machine, availability, estimated delivery time;
• Price and basis for pricing (e.g. “net plus VAT”, “on request”, “ex works”, “delivered free to door”);
• Scope of delivery and, where applicable, warranty or guarantee details.

(2) In the case of machinery subject to a CE marking requirement or similar conformity requirements, the seller is responsible for compliance with the applicable regulations (in particular the Machinery Regulation (EU) 2023/1230 or the previous Machinery Directive 2006/42/EC) and for providing the necessary documents.

3.2 Images, media and third-party rights

(1) Only original photographs of the machine being offered may be used. Placeholder images (“photo to follow”), generic catalogue images without usage rights or company logos alone in place of the machine are not permitted.

(2) Images, videos and other media must not contain any telephone or fax numbers, email addresses, domains, QR codes or other direct contact details that could circumvent the platform, unless expressly permitted by the operator.

(3) The seller warrants that they are the owner of all rights to the images and media uploaded or hold the relevant rights of use, and that no third-party rights (in particular copyright, trade mark, personality, competition or data protection rights) are infringed.

3.3 Prohibited content

The following content is prohibited in listings and in communication with buyers:

• Content that contravenes applicable law, public policy or the rights of third parties;
• Machinery whose sale, export or recommissioning is prohibited or subject to authorisation under the applicable regulations, without the necessary authorisations being in place;
• Machines without the legally required safety equipment, if this fact is not clearly indicated in the advertisement;
• Multiple listings for the same machine, misuse of categories, and the manipulation of keywords to influence rankings;
• Unrealistic ‘bait prices’ (e.g. €1 listings with no serious intention to sell);
• Requests to contact sellers outside the platform with the sole aim of circumventing the platform;
• Advertising for services that compete with the platform.

3.4 Seller’s own legal notice and terms and conditions

(1) The seller is obliged to provide a complete legal notice in accordance with Section 5 of the German Telemedia Act (TMG) as well as all mandatory information required under the applicable regulations in their seller profile.

(2) The seller is entitled and – where required by law – obliged to use their own terms and conditions for their sales contracts with buyers. These terms and conditions of the seller apply directly between the seller and the buyer; the operator is not involved in this and does not review their content.

(3) The Seller bears sole responsibility for ensuring that their own General Terms and Conditions, mandatory information and contract conclusion processes comply with the applicable regulations.

§ 4 Conclusion of Contracts with Buyers, Warranty and Guarantee

(1) Sales contracts for the machines offered on the platform are concluded exclusively between the seller and the respective buyer. The operator is not involved in this.

(2) The obligations arising from the sales contract (in particular delivery, handover, instruction, payment, transfer of ownership) as well as the warranty towards the buyer are the sole responsibility of the seller. The seller may offer any warranty in the advertisement or in the sales contract in their own name.

(3) The seller is obliged to respond to enquiries from buyers within a reasonable period – as a rule within two working days – in a factual and comprehensive manner, and to deactivate or delete listings immediately after the machine has been sold.

(4) Where the seller offers machinery that does not belong to them (e.g. under a brokerage agreement), they are obliged, upon request, to provide the operator with proof of their authority to act as an agent or broker.

§ 5 Reviews and Communication

(1) Where the platform offers a review system, the seller is obliged not to manipulate it, in particular not to submit, have submitted or obtain reviews with inaccurate content in return for payment.

(2) Communication with buyers must be objective and professional. Offensive, discriminatory, misleading or harassing messages are prohibited.

(3) No unsolicited advertising messages, newsletters or other mailings may be sent via the platform’s messaging system or using contact details obtained from the platform. The initiation of business transactions not related to the specific machine in question is only permitted with the buyer’s separate consent.

(4) The operator is technically capable of accessing all internal platform messages between sellers and buyers. No systematic or automated analysis of content takes place. The operator accesses such messages only on an ad hoc basis, in particular for the purpose of handling complaints, resolving disputes, preventing misuse and fulfilling legal obligations (in particular under the Digital Services Act, Regulation (EU) 2022/2065). The seller hereby gives their consent. Further details are set out in the platform’s privacy policy.

(5) In the event of repeated or serious breaches of paragraphs 1 to 3, the operator is entitled to temporarily or permanently suspend the seller’s account, remove individual listings and/or terminate the seller’s contract with immediate effect. Section 6 of these Terms and Conditions applies accordingly.

§ 6 Suspension, Deletion and Extraordinary Termination

(1) The operator is entitled to temporarily suspend or permanently delete individual listings, content or the seller account temporarily or permanently if there is a breach of these Seller Terms and Conditions, the Platform Terms and Conditions, the Marketplace Rules or statutory provisions, or if the security of the platform or third parties so requires. Section 7 of the Platform Terms and Conditions applies accordingly.

(2) The Operator is entitled to terminate the Seller Agreement without notice for good cause if the Seller seriously or, despite a warning, repeatedly breaches essential obligations, has provided false information during registration, is in significant arrears with payment obligations, or misuses the platform.

(3) In the event of a justified extraordinary termination by the operator, the seller shall have no claim to a refund of fees already paid, insofar as this is reasonable in the circumstances of the individual case.

§ 7 Term and ordinary termination

(1) The Seller Agreement is concluded for an indefinite period, unless a tariff with a specific minimum term has been expressly selected.

(2) [PLACEHOLDER: Notice periods and renewal terms for the individual tariffs are to be specified in the price list. Standard provision in the draft: Both parties may terminate the contract in writing with four weeks’ notice to the end of a billing period.]

(3) In the case of tariffs with a minimum term, the contract shall be extended by the originally agreed term unless it is terminated in writing at least four weeks before expiry, unless otherwise agreed.

(4) The right to terminate the contract for cause remains unaffected.

(5) Terminations may be given in writing (e.g. by email to the contact address specified on the platform or via the termination function in the seller’s area, if available).

§ 8 Taxes, Compliance and Sanctions

(1) The Seller is solely responsible for the proper tax treatment of transactions initiated and processed via the Platform. This applies in particular to value added tax, any import and export transactions, and the fulfilment of record-keeping and reporting obligations.

(2) The Seller is obliged to comply with all applicable export control, sanctions and embargo regulations. The Seller warrants that the machinery offered by them is not subject to any restrictions prohibiting sale to the respective potential buyers or to the respective countries of destination.

(3) Insofar as the Seller requires licences, end-user declarations or comparable documents in respect of certain buyer groups, countries of destination or machines, the Seller shall be solely responsible for obtaining them.

§ 9 Data Protection

(1) The Operator processes the Seller’s personal data (in particular master data, registration and usage data, billing data) in accordance with the Platform’s privacy policy.

(2) Insofar as the Seller receives personal data from buyers or prospective buyers in the course of their use of the Platform, they are responsible for the data protection-compliant processing of this data as a controller within the meaning of Article 4(7) of the GDPR. In particular, the Seller is obliged to use this data exclusively for the purposes of initiating or conducting transactions with the respective Buyer.

§ 10 Liability and Indemnification

(1) With regard to the operator’s liability, Section 10 of the Platform Terms and Conditions applies accordingly.

(2) The Seller shall indemnify the Operator against all claims by third parties (including reasonable legal defence costs) which they assert against the Operator in connection with the content posted by the Seller, the machines offered by him or any other breach of these Seller Terms and Conditions or statutory provisions.

(3) In the event of a claim against the Operator attributable to a breach by the Seller (e.g. through warnings, injunctions, third-party claims for damages), the Operator shall be entitled to compensation for the damages and expenses incurred by it.

§ 11 Final Provisions

(1) The contractual relationship between the Operator and the Seller shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the Seller’s Contract shall be the Operator’s registered office, provided that the Seller is a trader, a legal entity under public law or a special fund under public law. The Operator is also entitled to bring legal proceedings against the Seller at the Seller’s general place of jurisdiction.

(3) In all other respects, the final provisions of the Platform Terms and Conditions (in particular Sections 13 and 14) shall apply mutatis mutandis.

§ Direct contact channels (WhatsApp, Telegram, email)

(1) The Seller may voluntarily provide additional direct contact channels in their Vendor Profile under “Contact Details”:

• WhatsApp phone number
• Telegram username
• Enquiry email address (in addition to the primary account email)

Once entered, this information is displayed publicly on all of the seller’s product pages and is directly clickable.

(2) Obligations of the seller:

a) The seller may only enter their own business contact details or those they are legally entitled to use. The inclusion of third-party private telephone numbers or external email addresses is prohibited.

b) The seller is solely responsible for processing purchase enquiries received via these channels in compliance with the GDPR and telecommunications law. In particular, upon initial contact, the seller must verify whether the enquirer has given or requires consent for the further processing of the enquiry.

c) The seller is solely responsible for ensuring they can be reached via the specified channels during reasonable business hours and for responding to enquiries in a timely manner.

d) If the authorisation to use a channel ceases to apply (e.g. change of telephone number, closure of the Telegram account), the seller must immediately clear or update the relevant fields in the vendor profile.

(3) Indemnification: The Seller shall indemnify machinery-market.eu (GSK Handels- und Service GmbH) against all claims by third parties arising from contact information entered or used by the Seller in breach of the law.

(4) Click tracking: For statistical purposes, the platform operator stores the vendor ID, product ID, channel, timestamp and an anonymised IP hash each time a direct contact button is clicked. The seller may obtain these aggregated click figures upon request.

(5) Deactivation: The seller may deactivate any individual direct contact channel at any time by clearing the relevant field in their vendor profile. The direct contact buttons will then no longer be displayed on any of this seller’s product pages.

§ Rights of use to content and advertising

(1) The seller grants machinery-market.eu (GSK Handels- und Service GmbH) a simple (non-exclusive), perpetual, geographically unrestricted, transferable and sub-licensable right of use to all content uploaded by them — in particular product images, product descriptions, vendor logos, vendor descriptions, videos and other texts and media files — a simple (non-exclusive), perpetual, geographically unrestricted, transferable and sub-licensable right of use for the following purposes:

1. Displaying the content on machinery-market.eu and all associated subdomains and vendor microstores;
2. Promotion of the machinery-market.eu platform and the vendors and products offered thereon in all forms of advertising — in particular online advertising, print advertisements, social media posts, newsletters, search engine advertisements, display banners, affiliate advertising and press releases;
3. Creation of preview images, cropped versions, compressions and formats for different screen resolutions and print applications;
4. Adding watermarks, logos or source references to machinery-market.eu;
5. Indexing by search engines and inclusion in comparison, affiliate and directory portals, social networks and messenger previews (e.g. WhatsApp link previews);
6. Inclusion in press reviews, reference lists and vendor success stories to promote the platform.

(2) The right of use shall continue to apply after termination of the contractual relationship for advertisements that were already placed, printed or commissioned prior to termination, as well as for historical reference displays and press archives.

(3) The Seller warrants that the content uploaded by them is free from third-party rights and that they hold, without restriction, all rights necessary to grant the aforementioned rights of use. This includes, in particular:

1. copyrights (own photographs or lawfully acquired stock images with a sufficient licence for commercial advertising use);
2. Trademark rights (in particular for images of third-party trademarked products);
3. Personal rights of persons depicted (written consent available, in particular for depicted employees, customers or business partners).

(4) The Seller shall indemnify machinery-market.eu (GSK Handels- und Service GmbH) against all claims by third parties arising from infringements resulting from the use of the content uploaded by the Seller, including reasonable legal costs.

(5) At the express request of the Seller, machinery-market.eu shall name the Seller as the source when using their content for advertising purposes (e.g. “Photo: [Seller’s name]”), insofar as this is technically feasible and appropriate for advertising purposes. There is no legal entitlement to such attribution.

§ Image rights, texts and content of the Seller — Warranty, indemnity and right of blocking

(1) Guarantee of ownership and rights of use. The seller guarantees that they are either the author of all images, videos, graphics, technical data sheets, descriptive texts and other content, or that they hold all necessary rights of use, exploitation and editing, including the right to make them publicly available on the internet, to distribute them worldwide, to translate them automatically, and to pass them on to partner and distribution portals. The use of manufacturer catalogue images, press photos, photos of competitors, stock photos without the appropriate licence, and images from the internet is expressly prohibited; such use is only permitted with the written consent of the respective rights holder, which the Seller must provide upon first request by GSK Handels- und Service GmbH (hereinafter “Operator”).

(2) Note regarding the risk of a warning letter. The Seller is expressly advised that the unauthorised upload of copyright-protected images regularly triggers claims for damages, injunctions and warning letter costs per image amounting to four to five figures (the amount in dispute is generally EUR 6,000 per photo according to established case law of the highest courts). Images from manufacturers and professional photographers are particularly critical, as courts apply the MFM fee scale in such cases.

(3) Full indemnity. The Seller shall indemnify the Operator against all claims by third parties — of whatever nature and on whatever legal grounds (in particular under Sections 97, 97a of the German Copyright Act (UrhG), Sections 14, 15 of the German Trade Marks Act (MarkenG), Sections 823 et seq. of the German Civil Code (BGB), the Unfair Competition Act (UWG), KUG/GDPR image rights) — arising from the unlawfulness, untruthfulness or infringing nature of their content. The indemnity covers all costs incurred by the operator as a result, in particular:

1. the opposing party’s costs of formal warnings and legal fees;
2. the operator’s own legal defence costs at the statutory rate, but at least a 1.3 times the standard fee based on the value of the matter in dispute;
3. compensation payable to rights holders;
4. court, expert and enforcement costs;
5. a lump-sum compensation of EUR 250.00 per piece of content subject to a warning letter to cover the operator’s internal processing and communication costs; the seller reserves the right to prove that no damage has been incurred or that the amount of damage is significantly lower.

Further claims for damages by the operator remain unaffected.

(4) Immediate deletion and blocking. The operator is entitled to immediately remove, amend or block content that is the subject of a complaint or is suspected of being infringing, without prior consultation and without giving reasons, as soon as it becomes aware of indications of a possible infringement. There is no obligation to consult the Seller beforehand. In this case, there is no entitlement to a refund of fees paid.

(5) Right of extraordinary termination. The Operator is entitled to terminate the contractual relationship with the Seller without notice for good cause, in particular if (a) the Seller repeatedly posts content that infringes rights despite being notified, (b) a justified warning is issued against the Operator due to content published by the Seller on the platform, or (c) the Seller fails to fulfil their indemnification obligations under paragraph (3) or fails to do so in a timely manner. The right to claim damages remains unaffected; no refund will be made of subscription fees already paid.

Date: 30 May 2026