General Terms and Conditions for Auction Activities

E‑FARM as of 1st of April, 2025

I. Scope and Definitions

1. The following General Terms and Conditions (GTC) govern the business relationship between the seller of goods via E-FARM ("Seller") and E-FARM GmbH ("E-FARM"), as well as the customer ("Customer"). These GTC apply in the version valid at the time of the order. Successful customer registration is a prerequisite for the establishment of the contractual relationship. Deviating general terms and conditions of the customer shall only be recognized if their validity is expressly confirmed in writing by E-FARM.
2. Contract conclusion is exclusively with entrepreneurs, businesspersons, freelancers, and public institutions, but not with consumers.

II. Services by E-FARM

1. E-FARM operates an online auction platform at the website https://e-farm.com/en/auctions/ where goods are offered for sale and can be acquired through auction. Customers can place bids on the platform.
2. The auction and sale (hereinafter collectively referred to as "Sale") are carried out by E-FARM on behalf of the seller. E-FARM is authorized to assert claims arising from auctions and sales against the customer on behalf of the seller. However, it is explicitly stated that E-FARM does not act as a commission agent.
3. The platform is generally available 24/7, unless maintenance work or technical disruptions are required. In case of disruptions, E-FARM will announce them on the platform.
4. E-FARM reserves the right to conduct sales through freehand sale.

III. Customer Registration

1. Participation in auctions is only permitted for registered customers who have signed up on the platform with their contact details and created a user account. Consumer registration is not available.
2. During registration, the customer sets a user name and a personal password, which must be provided for each login to the platform.
3. During registration, the customer is required to provide their contact details, including their name, address, email address, and value-added tax identification number (VAT ID). The customer is obligated to provide accurate information and keep it up-to-date.
4. The customer is obliged to provide accurate information during registration.
5. A customer may only open a single account and is prohibited from opening an account on behalf of a third party.
6. If the customer is a natural person, they must be at least 18 years old to use the platform. If the customer is a company, the contact person provided during registration must be at least 18 years old.

IV. Security of Login Information

1. The customer must not grant third parties access to their account. In particular, it is not permitted for the customer to share their login information. The customer is obligated to securely store login information and protect it from unauthorized access by third parties.
2. If the customer has reason to believe that third parties have obtained knowledge of their login information, they are obligated to change their password immediately.

V. Conduct of Auctions

1. E-FARM is commissioned by sellers to sell specific goods through auctions or negotiated transactions on behalf of the seller. The identity of the seller remains anonymous. In the case of auctions, E-FARM lists the item for sale on the platform and invites customers to submit bids.
2. The customer participates in auctions by logging into the platform and submitting binding offers for the offered item. E-FARM may establish a minimum sale price. The customer can also set automated bids to incrementally increase up to a maximum bid. If bids of identical amounts are submitted, only the first bid will be considered.
3. By placing a bid, the bidder submits a binding and irrevocable purchase offer for the offered item. A subsequently higher bid by another bidder supersedes the previous bid. E-FARM reserves the right to reject bids at its own discretion without providing reasons and to refuse acceptance.
4. Each item for sale is available for a specified period. E-FARM may extend this period for significant reasons, such as technical issues on the platform. If a bid is placed within the last two minutes before the end of the period, the period will be extended by two minutes.
5. The customer is not allowed to bid on items that have been listed for auction by E-FARM on behalf of the same customer. Manipulative bids or fictitious bids aimed at artificially inflating the price are prohibited.
6. E-FARM reserves the right to cancel an ongoing auction and/or cancel offers from customers.
7. Upon conclusion of the auction period, the bidder with the highest bid is awarded the contract. If the customer's bid does not reach the required minimum sale price, E-FARM may, at its own discretion, award the contract, but is not obliged to do so. The customer is also bound by their bid if it does not reach the minimum sale price. The contract award obligates the customer to purchase and pay the purchase price.

VI. Transaction Fee and Settlement

1. If the customer is awarded the contract at the end of an auction, they are obligated to pay a transaction fee amounting to 5% of the sale price, with a minimum fee of €395.00 plus applicable statutory value-added tax.
2. Once the customer is awarded the contract, they will receive a purchase agreement for the item sold and the auction fee from E-FARM. Payment must be made within 5 business days after the contract award. Upon receipt of payment, an appropriate invoice will be issued to the customer.
3. Invoices for customers in Germany always include value-added tax. Commercial customers outside Germany receive a net invoice after successful VAT identification number verification. Within 10 days of the receipt of goods, the customer is obliged to provide E-FARM with a confirmation of intra-Community supply.

VII. Consequences of Breach of Obligations

1. In the event of violations of these GTC, E-FARM can deactivate the customer account after an unsuccessful warning until the violation is rectified.
2. E-FARM's right to terminate the usage agreement extrajudicially or to claim damages remains unaffected.
3. If the customer fails to fulfill their payment obligations, and as a result, E-FARM withdraws from the purchase contract, the customer remains obliged to pay the commission and transaction fee.
4. In the event of a withdrawal in accordance with 7.3, the customer is obligated to pay a flat-rate compensation amounting to 5% of the purchase price for which the item was awarded, but at least €1,500.00.
5. In the event of non-payment by the due date, E-FARM is also entitled to deactivate the customer account until all outstanding claims are settled.

VIII. Acceptance of Acquired Goods, Penalty, Withdrawal

1. The customer is obligated to accept the acquired goods, as well as dismantle and transport them at their own expense. Acceptance must occur within 10 days of receipt of payment. Alternatively, the customer can utilize E-FARM's transport service at additional costs, where the acquired goods are delivered directly to the customer's location with transport insurance. The customer must inform E-FARM of their transport choice immediately after the end of the auction.
2. Acceptance may only take place after full payment. Ownership of the item remains with the seller until full payment of the purchase price is made.
3. In case of delayed acceptance, interest amounting to 5% of the purchase price for each started week will be charged. This provision also applies if the customer is not entitled to accept the goods due to outstanding payment.

IX. Warranty Exclusion for Defects

1. E-FARM primarily offers used goods for sale. Used goods may exhibit significant signs of wear and carry a higher risk of defects due to use and/or age. They may also be expressly marked as damaged or defective.
2. Product descriptions do not constitute warranties or representations of properties.
3. Unless otherwise agreed with the customer, E-FARM excludes liability for damages and defects, unless a guarantee of quality has been assumed or a defect has been fraudulently concealed.
4. The liability exclusion does not apply to the sale of newly manufactured goods.
5. Liability also does not apply to claims for damages of any kind if the seller, its legal representatives, or its agents grossly negligently or intentionally breached their duties, as well as claims for damages in case of injuries to the body, life, or health or breaches of essential contractual obligations, provided the breach of duty was negligent. In these cases, liability is limited to foreseeable and contract-typical damages.

X. Disclaimer

1. E-FARM is liable according to the legal provisions in cases of intent or gross negligence by E-FARM itself, its representatives or agents, as well as for culpably caused injuries to life, body, or health. Otherwise, E-FARM is liable only according to the Product Liability Act, for culpable breaches of material contractual obligations, or if defects were fraudulently concealed or a guarantee for the quality of the sold/purchased item was assumed. Claims for damages due to breaches of material contractual obligations are limited to the typical, foreseeable damage, unless one of the exceptions according to paragraph 1 or paragraph 2 applies.
2. The above provisions apply to all claims for damages (including compensation in lieu of performance and compensation in addition to performance), regardless of the legal basis, especially due to defects, breaches of obligations from the contractual relationship, or tort. They also apply to the claim for reimbursement of futile expenses.
3. With the award of the contract, ownership and risk, including accidental destruction, loss, or damage due to external influences, fire, water, storm, theft, and burglary, immediately transfer to the customer.

XI. Place of Performance, Jurisdiction, Applicable Law, and Miscellaneous

1. The place of performance for all claims is the registered office of E-FARM.
2. In case of disputes arising from the contractual relationship, the court at the registered office of E-FARM shall have jurisdiction. E-FARM may also file a lawsuit at the main place of business of the customer.
3. German law shall apply to the legal relationships between the parties without reference to conflict of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
4. This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written communications, statements, agreements, and understandings between the parties. Amendments and additions to this agreement, including this clause, require written form to be effective.
5. If any provision of this agreement is or becomes invalid, this shall not affect the validity of the remaining provisions. In such a case, the parties undertake to enter into an effective agreement that comes as close as possible to the economic purpose of the invalid provision.