Terms and Conditions for the Use of the machinery-market.eu Platform

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

Preamble

(1) GSK Handels- und Service GmbH, An den Gewerbewiesen 17, 67374 Hanhofen (hereinafter the “Operator”) operates an online marketplace under the domain machinery-market.eu for the trading of new and used machinery, machine parts, attachments, commercial vehicles and other comparable capital goods (hereinafter collectively referred to as “machinery” or “listings”). The platform comprises the website, any subdomains, mobile views and associated online services (collectively the “Platform”).

(2) Commercial sellers (hereinafter “Sellers”) may publish listings via the Platform to offer machinery for sale. Interested buyers (hereinafter “Buyers”) may view these listings, contact Sellers and thereby initiate sales contracts.

(3) The Operator acts exclusively as the operator of the Platform and as an intermediary for the initial contact between Sellers and Buyers. The Operator does not itself become a party to the sales contracts concluded between Sellers and Buyers. The Operator is neither the seller nor the buyer of the machinery offered via the platform.

(4) These General Terms and Conditions (hereinafter “GTC”) govern the legal relationship between the Operator and all users of the Platform, i.e. in particular Sellers, Buyers, registered prospective buyers and advertising customers (collectively “Users”).

§ 1 Scope and Exclusion of Consumers

(1) These GTC apply to all contracts concluded between the Operator and Users regarding the use of the Platform, as well as to the use of the Platform as a whole.

(2) The Platform is aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, special funds under public law, as well as public authorities, church and social institutions acting in the course of their commercial, professional or official activities. Consumers within the meaning of Section 13 of the German Civil Code (BGB) are excluded from registration and use as sellers or buyers.

(3) By registering as a seller or buyer, the user confirms that they are using the platform exclusively for commercial or official purposes and are not acting as a consumer. The operator reserves the right to request appropriate proof of this (e.g. extract from the commercial register, business registration, VAT number, official ID).

(4) As the platform serves exclusively for commercial business transactions, provisions intended solely for the protection of consumers (in particular the statutory right of withdrawal for distance contracts pursuant to Sections 312g and 355 of the German Civil Code (BGB)) do not apply.

(5) Any deviating or supplementary terms and conditions of the user shall not form part of the contract unless the operator expressly agrees to their validity in writing.

§ 2 Services provided by the Operator

(1) The Operator makes the Platform available to Users, within the limits of its technical and operational capabilities, as a commercial tool for publishing and searching for advertisements and for initiating sales contracts.

(2) The Operator’s services include, in particular:

• Provision of input forms and management interfaces with which sellers can maintain their own advertisements, machine data, prices, images and contact details;
• Provision of search, filter and category functions for buyers;
• Provision of a contact form and, where applicable, further communication channels (e.g. messaging function) to facilitate contact between buyers and sellers;
• Provision of any additional services such as reviews, ad formats, featured placements and premium features.

(3) The Operator does not guarantee any specific commercial success, in particular the conclusion of a contract between the seller and the buyer, nor does it guarantee a minimum number of enquiries or sales.

(4) The Operator is entitled to adapt, expand or restrict the range of services offered on the platform at any time, or to modify or discontinue individual functions, provided that this does not impair any material obligations towards the user.

(5) The Operator is entitled to use third parties (e.g. hosting providers, payment service providers, technical service providers) to provide its services.

§ 3 Conclusion of contract regarding the use of the platform

(1) The mere display of listings on the platform without registration is free of charge for buyers and does not constitute a binding offer by the operator to conclude a contract.

(2) By registering as a seller or buyer, the user makes a binding offer to conclude a user agreement with the operator. The user agreement is concluded as soon as the operator activates the user’s account or confirms the registration in writing.

(3) The operator may refuse to accept a registration at its reasonable discretion, in particular where there is reasonable suspicion of misuse, lack of business status, false information, or where an account has previously been suspended due to a breach of obligations.

(4) By registering, the user accepts these Terms and Conditions and the platform’s privacy policy.

§ 4 Role of the Operator as an Intermediary — Contractual Relationship between Buyer and Seller

(1) Contracts for the purchase, exchange, hire or any other transfer of machinery offered on the platform are concluded exclusively and directly between the respective seller and the respective buyer. The operator is not involved in these contracts as a seller, buyer, agent, commission agent or guarantor.

(2) The content of the listings (in particular machine descriptions, technical data, specifications, images, prices, delivery terms, details of defects and any warranty statements) is provided by the respective seller. The operator does not endorse this content, does not systematically check it for accuracy, completeness or up-to-date status, and accepts no liability for it.

(3) Enquiries, negotiations, the conclusion of contracts, payment processing, delivery, handover, commissioning, warranty and any rescission of the contract take place exclusively between the buyer and the seller. The operator is not involved in this and accepts no responsibility for the proper fulfilment of these contracts.

(4) Insofar as the operator provides users with means of communication (e.g. an internal messaging function, a contact form), this serves solely to facilitate contact. The operator does not participate in the content of the correspondence.

(5) Sellers are solely responsible for ensuring that their listings, contractual terms, mandatory information, legal notice, price and tax details comply with the applicable legal provisions. This applies in particular to regulations on machine safety, product labelling, export control law, environmental protection and tax law.

§ 5 Obligations of users

5.1 General obligations

(1) The user is obliged to provide truthful, complete and up-to-date information regarding their person, their company, their address, their contact details and their authorisations upon registration and throughout the entire period of use. Any changes must be updated in the master data without delay.

(2) The user is obliged to keep their access data (in particular their password) safe and not to disclose it to third parties. Disclosure to employees of the same company for operational purposes is permitted; however, the user remains liable for their actions as if they were their own. The operator must be informed immediately if misuse is suspected.

(3) The user may only use the platform in accordance with the statutory provisions and these Terms and Conditions. In particular, the posting, transmission or dissemination of illegal content, or content that is offensive, discriminatory, glorifies violence, is harmful to minors, infringes copyright or is otherwise unlawful, is prohibited.

(4) The user may not read, reproduce or otherwise exploit the platform using automated means (e.g. robots, crawlers, scrapers) without the operator’s express written consent. The systematic copying of content from the platform for the purpose of populating or operating competing services is expressly prohibited.

(5) The user must not impair the functionality, availability or integrity of the platform; in particular, they must not introduce malware, circumvent security measures or generate impermissibly high loads.

5.2 Specific obligations of sellers

(1) Sellers may only advertise machinery that they own or for which they can provide evidence of their right to market (e.g. sales or brokerage contract, consignment contract). Such evidence must be provided at the Operator’s request.

(2) The information provided in the advertisement must be truthful, complete and not misleading. In particular, the machine description, manufacturer, year of manufacture, condition, technical data, existing defects and scope of delivery must be presented accurately.

(3) Sellers are obliged to provide the information required by law for their business operations (in particular the legal notice, mandatory information regarding the conclusion of the contract, and, where applicable, the CE marking and operating instructions for the machine) in the advertisement or, at the latest, upon conclusion of the contract.

(4) The further specific obligations of sellers are set out in the operator’s supplementary “General Terms and Conditions for Sellers”, which become an integral part of the contract upon registration as a seller.

5.3 Specific obligations of buyers

(1) Buyers are obliged to submit enquiries only where they have a genuine interest in purchasing or for other objectively justified purposes (e.g. market observation in the course of their professional activities).

(2) Buyers may not use the sellers’ contact details obtained via the platform for any purpose other than the initiation or execution of a contract for the machine in question. In particular, use for advertising purposes, newsletters, direct marketing or to build up their own databases is prohibited.

(3) Buyers are obliged to check and comply with the regulations applicable to the import, transport or operation of the machine in the country of destination (in particular customs, safety and environmental legislation) on their own responsibility.

§ 5a Internal platform communication

(1) The platform provides various messaging and enquiry systems (in particular “Message to Seller”, hire purchase/leasing enquiries and any other enquiry forms). Buyers and sellers are obliged to use these functions in a professional manner and not to misuse them. Insults, threats, spam, unfair third-party advertising, the sending of illegal content, and attempts to conduct business outside the platform in order to circumvent fees or security mechanisms are prohibited.

(2) The operator is technically capable of accessing messages within the platform. No systematic or automated analysis of content takes place. The operator accesses messages only on an ad hoc basis, in particular to handle complaints, resolve disputes, prevent misuse, and fulfil legal obligations (in particular under the Digital Services Act, Regulation (EU) 2022/2065). Further details are set out in the Privacy Policy.

(3) Breaches of paragraph 1 may, depending on their severity, result in a warning, temporary or permanent suspension of the user account concerned, and the deletion of specific content. Section 7 of these Terms and Conditions applies accordingly.

(4) The operator is not obliged to actively monitor communication within the platform (Section 7 of the German Data Protection Act (DDG), Article 8 of the Digital Services Act). Upon receiving specific reports of unlawful content, the operator will investigate and respond without delay as part of its notice-and-action procedure.

§ 6 User Content and Grant of Rights of Use

(1) By posting content (in particular texts, images, videos, technical data, logos) on the platform, the user grants the operator a simple, transferable right, limited in space and time to the duration of the user agreement, to use, reproduce, make publicly available, store, translate, index and adapt this content in an appropriate form (e.g. resizing) within the scope of the operation, presentation and marketing of the platform, to reproduce it, make it publicly available, store it, translate it, index it and adapt it in a suitable form (e.g. resizing, watermarking, thumbnails).

(2) The grant of rights pursuant to paragraph 1 also extends to the promotion of the platform and individual listings on the operator’s own or third-party channels (e.g. search engines, social media, newsletters), insofar as this corresponds to the normal operation of an online marketplace.

(3) The User warrants that they are the owner of all rights to the content posted or hold the relevant rights of use, and that the content does not infringe any third-party rights (in particular copyright, trade mark, personality, competition or data protection rights).

(4) The User indemnifies the Operator against all claims by third parties arising from a breach of the obligations under this paragraph. The indemnity also covers the reasonable costs of legal defence.

§ 7 Suspension, Deletion and Termination

(1) The Operator is entitled to temporarily suspend or permanently delete individual listings, content, messages or user accounts if:

• there are concrete indications of a breach of these Terms and Conditions, supplementary contractual terms, the Marketplace Rules or statutory provisions;
• the information provided in an advertisement is obviously incorrect, misleading or incomplete;
• listings are not assigned to the intended category, are posted multiple times for the same machine, or serve as placeholders;
• there are reasonable grounds to suspect an infringement of third-party rights (in particular copyright);
• the user is in default of payment or a direct debit is returned due to insufficient funds;
• the security of the platform or third parties so requires.

(2) The operator shall inform the user of any suspension or deletion, provided this is possible and legally permissible. The user has the right to comment on the reasons given.

(3) Unless otherwise agreed, the user agreement is concluded for an indefinite period. Both parties may terminate the agreement in writing with four weeks’ notice to the end of the month. In the case of sellers with tariff or subscription agreements, the terms and notice periods specified therein shall take precedence.

(4) The right to terminate the contract for cause remains unaffected. In particular, the Operator shall be deemed to have good cause if the user, despite a warning, materially breaches their obligations, has provided false information during registration, or misuses the platform.

(5) Upon termination of the user agreement, the operator is entitled to delete the content stored in the account, provided that no statutory retention obligations or legitimate interests preclude this.

§ 8 Fees

(1) Use of the platform is generally free of charge for buyers, unless additional services subject to a fee are expressly used.

(2) For sellers, the respective selected pricing and remuneration models apply. The specific fees payable (e.g. basic fees, commissions, fees for premium features) are set out in the supplementary Terms and Conditions for Sellers and the current price list. [PLACEHOLDER: The commission rate and pricing structure are yet to be determined and will be published in the price list.]

(3) Invoices are generally provided electronically (e.g. by email or via the seller’s account). Unless otherwise agreed, they are due for payment without deduction within ten days of receipt.

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

§ 9 Availability, Maintenance and Obligations to Cooperate

(1) The operator shall endeavour to ensure the highest possible availability of the platform, but does not guarantee uninterrupted availability. Maintenance, security and improvement work may lead to temporary restrictions. Scheduled maintenance work shall, as far as possible, be carried out and announced during off-peak times.

(2) The user is responsible for providing a suitable technical infrastructure (in particular internet access, up-to-date browsers and, where applicable, up-to-date mobile devices) for the use of the platform.

(3) The user shall provide the operator with appropriate assistance in investigating malfunctions or breaches of duty by third parties, insofar as this is possible and reasonable for the user.

§ 10 Liability of the Operator

(1) The Operator shall be liable without limitation for damages resulting from injury to life, limb or health arising from a negligent or intentional breach of duty by the Operator or one of its legal representatives or vicarious agents, as well as for damage resulting from wilful misconduct or gross negligence on the part of the Operator, its legal representatives or vicarious agents, and for damage resulting from the absence of a quality guaranteed by the Operator or from fraudulently concealed defects.

(2) In the case of slightly negligent breaches of essential contractual obligations (so-called cardinal obligations), the fulfilment of which is essential for the proper performance of the contract and on the observance of which the user may regularly rely, the Operator’s liability is limited in amount to the damage typical for the contract and foreseeable at the time of conclusion of the contract.

(3) Any further liability of the operator for slight negligence is excluded.

(4) In particular, the Operator shall not be liable for:

• the accuracy, completeness, timeliness or quality of the content and listings posted by sellers;
• the conclusion, performance or non-performance of sales contracts between buyers and sellers;
• defects, damage or other complaints regarding the machinery offered via the platform;
• the creditworthiness, reliability or identity of users, insofar as no corresponding duty of verification has been expressly assumed;
• damage resulting from data loss, insofar as the damage could have been avoided had the user carried out proper and regular data backups;
• damage resulting from force majeure or a disruption to third-party services (e.g. internet service providers, payment service providers).

(5) The limitations of liability also apply in favour of the Operator’s legal representatives, employees and vicarious agents. Any liability under the Product Liability Act remains unaffected.

§ 11 Indemnification

The user shall indemnify the operator against all claims by third parties (including reasonable legal defence costs) which they assert against the Operator on account of an infringement in connection with the content posted by the User or any other breach of these Terms and Conditions or statutory provisions by the User. The user shall support the operator in its legal defence to a reasonable extent and, in particular, shall immediately provide the documents necessary for an appropriate legal defence.

§ 12 Data Protection

(1) The Operator processes users’ personal data exclusively in accordance with statutory provisions, in particular the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).

(2) Details regarding the processing of personal data are set out in the platform’s separate privacy policy, which is available at machinery-market.eu.

(3) Insofar as the user transmits personal data of third parties (e.g. their employees, contractual partners or customers) to the operator in the course of their use of the platform, they warrant that they are authorised to do so and have fulfilled all data protection obligations towards the data subjects.

§ 13 Amendments to these Terms and Conditions

(1) The Operator is entitled to amend these Terms and Conditions with future effect, provided this is necessary for valid reasons, in particular due to a change in the legal situation, supreme court rulings, technical changes or an expansion of the range of services, and provided the amendments do not unreasonably disadvantage the User.

(2) Amendments shall be communicated to the user in writing (e.g. by email or via the user account) at least six weeks before they are due to take effect. The user has the right to object to the amendments in writing within six weeks of receiving the notification of amendment.

(3) If the user objects within the specified period, the contract shall continue under the previous terms and conditions; in this case, the operator reserves the right to terminate the user agreement for good cause. If the user does not object within the specified period, the changes shall be deemed accepted upon expiry of the period; the user shall be specifically informed of this in the notice of change.

§ 14 Final Provisions

(1) The contractual relationship between the Operator and the User 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) and the provisions of German private international law insofar as these refer to foreign law.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms and Conditions and the User Agreement shall be the Operator’s registered office, provided that the User 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 User at the User’s general place of jurisdiction.

(3) The place of performance for all services under the User Agreement is the Operator’s registered office.

(4) There are no verbal side agreements. Amendments and additions to these Terms and Conditions must be made in writing. This also applies to the amendment or repeal of this clause itself.

(5) Should individual provisions of these Terms and Conditions be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come closest to the economic objective which the parties intended to achieve with the invalid or unenforceable provision. The same applies to any omissions in these Terms and Conditions.

Date: 24 May 2026