General Terms and Conditions of Business
of Trade & Liquidation Service GmbH & Co. KG, Hagenbacher Str. 2, 74177 Bad Friedrichshall, Germany
(konkurse.com)

The latest General Terms and Conditions of Business are the subject matter of the contract respectively.
A) General Regulations

B) Brokerage Agreements: Special Conditions
- Brokerage Agreements: General Conditions (Online and Offline)
- Online Brokerage

C) Consignment Agreements: Special Conditions
- Sales Consignment (Online and Offline)
- Buying Consignment (Online and Offline)

D) Purchase Agreements
- TLS (konkurse.com) as Seller
- TLS (konkurse.com) as Buyer

A. General Regulations

1. TLS: Trade & Liquidation Service GmbH & Co. KG, Hagenbacher Str. 2, 74177 Bad Friedrichshall, Germany offers a trading centre on the Internet ("online") which essentially consists of a database, a web site and various data processing systems (hereinafter referred to as "konkurse.com platform”). Goods mainly from insolvencies/bankruptcies, closures of business establishments, closures of production facilities, auctions, liquidations, adjustments of insurance cases, excess capacities and residual items (hereinafter referred to as “objects”) are marketed on this platform.

2. Scope of application: Supplies and services of all kinds provided by konkurse.com to its customers online (summarised as: "online services") online services also "konkurse.com services") are governed by these General Terms and Conditions of Business of konkurse.com. To the extent that one or more contracts exist between konkurse.com and the Customer, these General Terms and Conditions of Business of konkurse.com are an integral part thereof and are applicable thereto, unless otherwise agreed in the contract. In addition, separate general terms and conditions of business apply to offline auctions, to setting up a selector customer platform and to special services (advisory services, appraisals, inspections, delivery services) which, if appropriate, refer to these General Terms and Conditions of Business of konkurse.com.

3. Double brokers: konkurse.com shall generally act simultaneously on behalf of both contracting parties of a transaction to be brokered. Both contracting parties of a transaction are usually required to pay for konkurse.com services.

4. konkurse.com compensation, konkurse.com price list, reimbursement of expenses: konkurse.com is entitled to compensation for the services provided (“konkurse.com compensation) in compliance with the contract. The price list published on the konkurse.com platform upon conclusion of the contract (“konkurse.com price list) is applicable to specific online services. konkurse.com reserves the right to amend the konkurse.com price list at any time. Contracts already concluded (insofar as these are binding) remain unaffected. The latest konkurse.com price list is an integral part of these General Terms and Conditions of Business of konkurse.com. konkurse.com is entitled to the reimbursement of the expenses incurred if the Customer prematurely terminates a contract or subsequently exempts objects from a contract. This is without prejudice to item 9 and further claims of konkurse.com to a reimbursement of expenses.

5. The statutory turnover tax is not included in the prices stated by konkurse.com, but is shown separately at the statutory amount in the invoice on the date on which the invoice is issued.

6. Rights of retention – also of a commercial nature – may only be offset and asserted by the Customer if the underlying counterclaims are uncontested or have been declared legally valid.

7. Term, notice of termination: konkurse.com and the Customer may terminate the contract by observing a notice period of six months unless a minimum term or a longer period of notice have been agreed in an individual case. Declarations of intent submitted as well as a right already created to receive konkurse.com compensation remain unaffected. Notice of termination must be in writing.

8. Confidentiality: The Customer undertakes to treat as strictly confidential all business and technical information which he receives from konkurse.com, particularly the personal data of other customers and all information on objects, insofar as and for as long as these are not general knowledge (without the Customer being responsible in this respect), even after the end of the contract, and not to use such information for purposes other than for implementation of the contract, nor to reproduce nor make it accessible to third parties. This also applies to information which the Customer receives on the occasion of inspections on site and to all technical documents, cost estimates, drawings and calculations which are given to the Customer during negotiations and the implementation of the contract. Any rights of ownership, copyrights and other rights to such documents are reserved. In the event that the Customer uses such documents without being entitled to do so, konkurse.com shall be entitled (in its own name or, if appropriate, in the name of the owner of the right) to demand the immediate surrender thereof.

9. Undertakings by the Customer, indemnification: The Customer assumes responsibility and guarantees that the statutory provisions applicable to his business, particularly the provisions of supervisory laws, fair trade and data protection laws are fully observed and that the offers to buy and sell made by him do not infringe laws or third-party rights, particularly rights of ownership, rights of lien or other rights in rem nor patent rights, trademark rights, copyrights and other proprietary rights. Above all, the Customer is prohibited from offering objects which infringe the penal provisions of the Federal Republic of Germany or other countries, the sale of which is prohibited or requires a special permit from the authorities, particularly weapons of all kinds. Moreover, the Customer shall indemnify konkurse.com from all claims asserted by third parties based on an infringement of the Customer against this clause.

10. Liability: konkurse.com shall only be liable to pay damages if the damage is caused by gross negligence or wilful intent.

11. Attribution: Declarations of intent and any other legally significant statements or actions which are published by konkurse.com at the instigation of a customer or are delivered or received by another customer are solely declarations, statements or actions by the Customer (or the other customer) which konkurse.com provides as a messenger. These declarations, statements and actions do not entitle nor oblige konkurse.com itself, and therefore konkurse.com does not act as a representative in the name of another. konkurse.com assumes no liability whatsoever for the delivery or acceptance of objects or other items or for the provision of counterperformance.

12. No liability for abuse or creditworthiness: konkurse.com cannot rule out with utter certainty that the person named as the offeror or the acceptor in the declarations of intent provided or received by konkurse.com does not actually exist. The Customer who makes or accepts an offer thus acts at his own risk concerning the existence of the contracting party; this applies to the creditworthiness of the Customer accordingly. In this case again, konkurse.com cannot prevent with utter certainty that a membership number, a password or an URL falls into the hands of a person who is not authorised to make declarations of intent. The Customer bears this risk himself. Liability on the part of konkurse.com in accordance with regulations on the liability of a messenger without a messenger’s authority is excluded. This is without prejudice to item 12.

13. Labour piracy: The Customer undertakes to refrain from actively enticing away employees of konkurse.com and/or other customers.

14. Objection clause: An objection is herewith made to the terms and conditions of business of the Customer unless their validity was expressly approved in writing. Such approval only applies to each individual case, not to previous or future online or offline services.

15. Reference: konkurse.com is entitled to use its cooperation with the Customer in its marketing if the individual materials in which the Customer is named were submitted to the Customer for inspection in advance.

16. Subcontractors: konkurse.com is entitled to use the services of subcontractors for all online or offline services; the liability of konkurse.com as against the Customer in accordance with item 12 remains unaffected. However, if the selection of the subcontractor affects concerns of the Customer which are governed by supervisory or data protection laws, the prior approval of the Customer must be obtained. This may only be refused for good cause.

17. Statements: All statements and notifications to be submitted under the contract or these General Terms and Conditions of Business of konkurse.com are only valid in writing. The written form is also deemed to be observed if the statement is made on the konkurse.com platform using the masks offered there or by e-mail.

18. Assignment. The Customer is entitled to assign rights under the contract – with the exception of claims for payment – only with the prior approval of konkurse.com.

19. Partial invalidity: Should individual provisions of the contract be or become invalid in whole or in part, or should there be a lacuna in the contract, this shall not affect the validity of the remaining provisions. In lieu of the invalid provision, a valid provision shall be deemed to be agreed which corresponds to the spirit and purpose of the invalid provision. In the event of a lacuna the provision shall be deemed to be agreed which would have been agreed according to the spirit and purpose of the contract, if one had considered the matter from the outset. This applies also if the invalidity of a provision is based on a measure of the service or time laid down as a rule in the contract. In such cases a legally admissible measure of the service or time which most closely approximates the intended measure replaces the agreed one.

20. Choice of law: The contractual relations between konkurse.com and the Customer are exclusively governed by the laws of the Federal Republic of Germany to the exclusion of private international law and the UN Sales Convention.

21. Jurisdiction: In case of any disputes arising under or in connection with a contract or these General Terms and Conditions of Business of konkurse.com, the courts in Heilbronn, Germany, have exclusive jurisdiction and venue. However, konkurse.com is also entitled to bring an action against the Customer at his seat.

B. The following special conditions apply to brokerage agreements. The provisions set out in Part A are applicable in addition.

B.1 General Conditions for Brokerage Agreements (Online and Offline)

22. Compensation, follow-up contracts, reimbursement of expenses: For brokering the sale of an object, konkurse.com is entitled to compensation (“konkurse.com compensation”) in accordance with the contract, for the online services named in the konkurse.com price list based on which for each further purchase contract which the Customer concludes with the contracting party brokered by konkurse.com (follow-up contracts), konkurse.com is likewise entitled to konkurse.com compensation accordingly. Clause 10 remains unaffected. konkurse.com is entitled to the reimbursement of the expenses incurred if the Customer prematurely terminates a contract or subsequently exempts objects from a contract. This is without prejudice to item 9 and further claims of konkurse.com to a reimbursement of expenses.

23. Exclusiveness: The Customer undertakes to buy or sell objects which are the subject matter of a brokerage agreement with konkurse.com only through konkurse.com subject to these Terms and Conditions and to also refrain from entrusting third parties with the brokerage of the object for the duration of the contract; he is obliged to prohibit every activity by third parties in this connection, except for the type of sale “selling by bidding”. If an interested party contacts the Customer directly requesting that the buying or selling of an object be negotiated, the Customer must point out that he (as the seller) is having the object brokered via konkurse.com or that he (as the buyer) was notified of the object by konkurse.com. The Customer shall notify konkurse.com of any and all such contacts.

24. No warranty, descriptions, inspection: The objects are usually used and are not new. Descriptions in a catalogue or on the konkurse.com platform, particularly information on the origin, condition, age, amount and genuineness of each object, are given to the best of our knowledge and belief based on the konkurse.com price list. However, no liability is assumed for the accuracy thereof. Above all, descriptions are not a quality description. Depictions may differ from the original. Additional information which is not contained in a catalogue or on the konkurse.com platform might be available at the place of storage. Every Customer is required to inspect the objects as far as possible. Appointments for inspections shall be agreed with konkurse.com. konkurse.com is entitled to exclude an object at any time if konkurse.com is of the opinion that the information provided by the Seller is incorrect, and, in particular, is not a true representation of the actual condition of the object; however, konkurse.com does not have mandatory inspection obligation.

25. Passing of the risk: Upon conclusion of the purchase contract, all risks, particularly the risk of accidental loss and accidental deterioration of the object, passes to the Buyer. The Buyer also bears the burdens as of this point of time.
26. Payment of konkurse.com compensation: konkurse.com compensation is payable to konkurse.com immediately after conclusion of the purchase contract. konkurse.com compensation is payable even if a purchase contract comes into existence with a third party as a result of the Customer passing on information. This is without prejudice to clause 10.

27. Payment of the purchase price: The purchase price is payable immediately after conclusion of the purchase contract. If the Buyer defaults in the payment of the purchase price, interest is payable on the claim as of the occurrence of default at 8% above the basic interest rate (Section 288 (2) of the German Civil Code). Furthermore, the Seller is entitled to stipulate a reasonable period for the Buyer to render performance or subsequent performance. After the stipulated period has expired in vain, the Seller is entitled to rescind the contract and/or demand damages instead of performance. The Seller may then sell the object again. The Buyer is not entitled to place a bid if the sale is repeated. If the Seller demands damages, the Buyer must reimburse the costs of a repeated sale of the object and any reduced proceeds. The Buyer is not entitled to surplus proceeds. The claim of konkurse.com to konkurse.com compensation against the Buyer and/or the Seller remain unaffected by rescission and/or the demand for damages by the Seller.

28. Delivery/collection of the objects, costs, risk, passing of ownership:

1) If special collection periods are not stipulated, the Buyer is obliged to accept delivery of the sold objects immediately after conclusion of the purchase contract, at the latest within one week after conclusion of the purchase contract, at the place where the objects are stored. However, the objects shall only be handed over after payment in full. The Buyer pays all export duties and taxes. The transport of the objects from the place of storage is carried out at the expense and risk of the Buyer. In particular, the Buyer bears all costs of transport, insurance, packaging and clearance. The Buyer does not acquire ownership of the objects until after the receipt of payment in full.

2) If the collection period is overstepped, the Buyer is liable for the costs arising thereby, particularly for the storage and maintenance of the object. All storage and every dispatch is effected at the expense and risk of the Buyer. If the collection period is exceeded, the Seller may grant the Buyer adequate additional time for collection. After the subsequent period has passed by in vain, the Seller is entitled, at his discretion, to continue to store, to realize or to scrap the object at the expense of the Buyer each time.

29. Objects are generally used and are not new. The Seller assumes no guarantee or liability as against the Buyer for defects of quality of such objects, unless otherwise agreed or there is mandatory statutory liability.

30. Liability of the Seller as against the Buyer

1) In the case of objects that are not new: The Seller assures the Buyer that he is entitled to dispose of the object and that there are no third party rights to the object. In other respects the Seller assumes no liability as against the Buyer, unless otherwise agreed or there is mandatory statutory liability.

2) In the case of new objects: The rights of the Buyer as against the Seller in the event of any defects of title or quality in objects are restricted subject to the following conditions: The duties under commercial law to immediately examine the objects and give notice of any defects apply to all buyers likewise irrespective of whether the matter constitutes a commercial transaction for them. In the event of the failure to make, or a delay in the notification of, a complaint, the object is deemed to be approved. The claims of the Buyer against the Seller for defects of quality are restricted to subsequent performance. However, in the event of the failure of subsequent performance, the Buyer reserves the right, at his option, to either reduce the purchase price or to rescind the contract. The Seller reserves the right to choose the type of subsequent performance; this option passes to the Buyer only if the Seller defaults in his subsequent performance. Guarantees as to the quality of objects require an express declaration by the Seller in each case. An independent manufacturer’s guarantee which is enclosed with an object does not constitute a guarantee as to the quality, unless this is expressly agreed.

3) The rights of the Buyer in the event of defects of title or quality are excluded, insofar as (a) the object deviates only slightly from the quality descriptions, or the suitability of the object for the agreed purpose is restricted only slightly, or (b) the fault is attributable to the fact that the Buyer uses the object for a purpose other than the one stipulated in the contract or contrary to statutory provisions or the regulations issued by the manufacturer, or alters or uses the products in conjunction with other products not specifically released by the Seller without the written approval of the Seller. In the event of defects of title the rights of the Buyer are excluded insofar as they refer to rights which apply only outside the European Union and Switzerland and unless the Buyer leaves the defence completely to the Seller upon demand and provides all necessary authorisations. In the event that the Buyer resells the object, any claims under a right of recourse against the Seller are excluded, if and the extent to which the Buyer cannot prove that he has delivered the things purchased from the Seller and intended for resale normally in the order of sequence of delivery to his customers (FIFO).

B.2 Online Brokerage

The following additional conditions apply to online brokerage:

31. Registration: Customers who intend to use the online brokerage services of konkurse.com must first register themselves. For his registration, the Customer must fully complete, add the date to, and if required, sign the registration form provided online and/or offline on which (a) the name, the postal address, the telephone number, the e-mail address, a password with between 5 and 16 characters, the banking connection and the credit card information of the Customer is to be entered and (b) any other information stipulated by konkurse.com at its discretion and, upon demand, provide official proof of his identity. The Customer assures that the information given by him is true and complete. He is obliged to immediately notify konkurse.com of a change in the data provided. The Customer is not entitled to registration. The provisions of Section 312e (1) sentence 1 no. 1 and no. 2 (in conjunction with the ordinance on the duties to inform under the German Civil Code), no. 3 and sentence 2 of the German Civil Code (particularly the provisions about information on the individual technical steps which lead to a conclusion of contract, on the saving and availability of the text of the contract, on the recognition and correction of input faults, on the languages available for the conclusion of contract and on relevant codes of conduct, as well as the provisions on the immediate electronic confirmation of the receipt of an order and on the fiction of receiving the order and acknowledgement of receipt) do not apply (Section 312e (2) sentence 2 of the German Civil Code).

32. Representative: If the Customer is registered by a representative, konkurse.com is entitled to demand proof of his power of representation. Details on proof of representation are defined by konkurse.com.

33. After completing registration, the Customer receives a personal identification number (“member’s name“) from konkurse.com and undertakes to ensure that the member’s name is protected against unauthorised access by third parties and is used by other persons only with his authorisation. If the Customer notices that third parties have gained knowledge of secret information saved on the konkurse.com platform or in any other manner, e.g. of his access data or information on payments, or if he believes that this is possible, he must notify konkurse.com thereof without undue delay.

34. Framework contract: Upon acceptance of the registration by konkurse.com a framework contract on the agreement and implementation of contracts via online brokerage as set out in these General Terms and Conditions of Business of konkurse.com comes into existence between konkurse.com and the Customer.

35. Contract: The Customer must state the (offered or wanted) object, the product group, the estimated value, if appropriate the minimum price and the desired selling model (online auction, selling by bidding or offers to buy) in each order. Upon acceptance of an order a contract comes into existence between konkurse.com and the Customer via online brokerage based on the conditions of the order and these General Terms and Conditions of Business of konkurse.com, unless otherwise agreed in an individual case. The Customer is not entitled to the acceptance of orders.

36. konkurse.com compensation, no entitlement of the Customer to the displaying of objects: konkurse.com is entitled to compensation and the reimbursement of expenses subject as hereinafter set out in these General Terms and Conditions of Business of konkurse.com and the konkurse.com price list for displaying an object on the konkurse.com platform and the admission to the konkurse.com platform as a potential buyer. konkurse.com reserves the right to refuse to display an object on the konkurse.com platform. The Customer is not entitled having objects displayed.

37. The administration of the konkurse.com platform is solely the task of konkurse.com. In particular, the following applies:

1) For the description of an object and for the implementation of the respective transaction, the Customer must comply with the instructions given online.

2) The right of the Customer to use the konkurse.com platform is restricted to the internal business purposes of the Customer and is determined solely by the contract and these General Terms and Conditions of Business of konkurse.com. All other rights to the konkurse.com platform are reserved.

3) konkurse.com reserves the right to reject an object, an offer to buy, an offer or an acceptance without stating its reasons for doing so or to allocate an object to a product group other than the one stated by the Seller. konkurse.com is entitled to alter the user surfaces of the konkurse.com platform. If a period has been defined based on the exact time and date, only the time shown by the system clock of konkurse.com is authoritative.

4) Solely the price quotations stated by the Customer in the currency selected by the Customer are applicable. Conversions of price quotations stated on the konkurse.com platform into other currencies serve merely as information for customers and are without binding effect.

5) All statements made by the Customer on the Customer’s identification data are concealed from other users. konkurse.com is entitled to disclose to customers the contact data of other customers only in cases in which a contract has been concluded and in cases where an inspection is to be carried out locally. The identification data of the Customer and the data transmitted to konkurse.com in connection with a transaction are saved by konkurse.com in a machine-readable form. The data is used by konkurse.com only for the operation of the konkurse.com platform and for the implementation of konkurse.com services; however, konkurse.com is not obliged to immediately delete the Customer’s data related to completed cases but instead is entitled to continue saving this data. The Customer declares his consent by submitting his application. The consent to the utilisation of data may be revoked by the Customer at any time.

38. Duties of the Customer: Unless otherwise agreed, the Customer is responsible for creating the environment required for the utilisation of the konkurse.com platform and to provide to konkurse.com all the particulars and information required for the execution of a transaction. Furthermore, the Customer shall notify konkurse.com of detectable and imminent impairments to konkurse.com services immediately and shall support konkurse.com to determine and eliminate the causes.

39. Selling models: The Customer may choose between the models described below (online auction, sale at a fixed price, selling by bidding and offer to buy).

40. Online auction:

1) The Seller names a minimum price online which he wishes to receive for the object, and determines the exact time and date of the end of the bidding period. These statements are a binding offer made by the Seller. The offer can be made only via the online mask provided on the konkurse.com platform.

2) The Buyer declares his acceptance of the offer with binding effect online by stating a price which must be at least equivalent to the minimum price named by the Seller. Acceptance can be declared only via the online mask provided on the konkurse.com platform. The acceptance must name a purchase price which exceeds the current bid by one or more of the bidding steps stipulated in the online mask. Acceptance takes place on the condition that no offer is made at a higher price during the acceptance period. In respect of the acceptance, konkurse.com acts both as the messenger transmitting a declaration of the Buyer and the messenger accepting receipt on behalf of the Seller. The Seller undertakes to refrain from declaring his acceptance of objects he has offered himself or from having this declared by agents or representatives.

3) Extension: konkurse.com is entitled to extend the bidding period of the Seller by up to 30 minutes if an offer is received later than 15 minutes prior to the expiry of the bidding period. If faults should occur in the system at the time when the bidding period expires which lead to an interruption of the bid, konkurse.com may extend the end of the bidding period by 24 hours each time.

4) The purchase contract comes into existence between the Seller and the Buyer who has declared his acceptance at the highest price upon the expiry of the acceptance period. konkurse.com informs the Seller of the contact data of this Buyer. konkurse.com informs the Buyer thereof and notifies him of the contact data of the Seller.

41. Sale at a fixed price:

1) The Seller states a fixed price for an object of purchase online. In addition, he stipulates the exact time and date of the end of the bidding period. The statement made by the Seller is an offer which is binding for the bidding period.

2) The Buyer declares his acceptance of the offer with binding effect online. In respect of the acceptance, konkurse.com acts both as the messenger transmitting a declaration of the Buyer and the messenger accepting receipt on behalf of the Seller.

3) The purchase contract comes into existence between the Seller and the Buyer who declared his acceptance first. konkurse.com notifies the Seller of the contact data of this Buyer. konkurse.com informs the Buyer thereof and notifies him of the contact data of the Seller. Upon notifying the Seller of the contact data the binding effect of other users who have also declared their acceptance is extinguished. konkurse.com notifies these users of the extinction of the binding effect.

42. Selling by bidding:

1) The Seller states a suggested price or a minimum price. The information provided by the Seller is a request to place bids. The Seller may withdraw his request at any time, no binding effect is created.

2) The Buyer places a binding bid online in response to the request. If the Seller has stated a minimum price, the offer must be made at least at this price. In his offer, the Buyer must name the exact time and date of a commitment period. The Buyer is bound to his purchase offer until the expiry of this period. In respect of the offer, konkurse.com acts both as the messenger transmitting a declaration of the Buyer and the messenger accepting receipt on behalf of the Seller.

3) The purchase contract comes into existence if the Seller, in response to the offer of a Buyer selected by him, declares his acceptance within the acceptance period online. In respect of this declaration of acceptance, konkurse.com acts both as the messenger transmitting a declaration of the Seller and the messenger accepting receipt on behalf of the Buyer. The Seller decides at his discretion which offer he will accept; above all, the offer selected is not required to be the highest. If the Seller has declared his acceptance, konkurse.com sends him the contact data of the Buyer. konkurse.com informs this Buyer that his contact data have been passed on. konkurse.com transmits the contact data of the Seller to the Buyer. Upon acceptance by the Seller, the binding effect of the other users, who have also made offers, is extinguished. konkurse.com notifies these users of the extinction of the binding effect.

43. Offers to buy:

1) If a Customer is looking for an object to buy as a potential buyer, he may make an offer to buy via the konkurse.com platform. For this purpose, the potential buyer enters an object that he would like to buy online and requests potential sellers to make offers. The Customer may withdraw his request at any time, no binding effect is created.

2) In response to the request, the Seller makes a binding offer online, stating the exact time and date of the commitment period. He is bound to his sales offer until the expiry of this period. In respect of the offer, konkurse.com acts both as the messenger transmitting a declaration of the Seller and the messenger accepting receipt on behalf of the potential buyer.

3) The purchase contract comes into existence if the potential buyer declares online his acceptance of an offer made by a Seller selected by him within the acceptance period. In respect of such a declaration of acceptance, konkurse.com acts both as the messenger transmitting a declaration of the Buyer and the messenger accepting receipt on behalf of the Seller. The Buyer decides at his discretion which offer he will accept; above all, the offer selected is not required to be the cheapest. If the potential buyer has submitted a declaration of acceptance, konkurse.com sends him the contact data of the Seller. konkurse.com informs this Seller that his contact data have been passed on. konkurse.com transmits the contact data of the Buyer to the Seller. Upon acceptance by the potential buyer, the binding effect of the other users who have also made offers is extinguished. konkurse.com notifies these users of the extinction of the binding effect.

C. The following special conditions apply to consignment agreements. In addition, the provisions of Parts B and A also apply as an aid:

C.1 Sales Consignment

44. Sales consignment agreement: Upon the acceptance of an order placed by a Customer who would like to entrust konkurse.com with the sale of an object in its own name but for the account of the Customer (if appropriate also through an auction), a sales consignment agreement comes into existence between the Customer (principal) and konkurse.com (agent) in accordance with the conditions set out below.

45. Ownership, insurance, confidentiality: Until the sale of the object, the object remains the property of the Customer. The Customer shall insure the object against fire, any other damage and theft. konkurse.com shall keep the identity of the Customer secret from potential buyers, if expressly agreed.

46. Inspection. The Customer shall allow the inspection of the object by konkurse.com and potential buyers named by konkurse.com. Potential buyers must undertake an obligation to agree in advance with the Customer the point in time of inspections as well as any other modalities and, if appropriate, the dismantling of the object and to observe the safety regulations applicable at the Customer’s business establishment. The same applies to any inspections of the object by konkurse.com employees.

47. Other offers: The Customer undertakes to refrain from offering the object for sale in any other manner for the duration of the contract.

48. Right to contract with itself: konkurse.com is entitled to purchase the object itself (right to contract with itself pursuant to Section 400 of the German Commercial Code), even if the object does not have an exchange or market price insofar as konkurse.com furnishes proof of the legitimacy of the purchase price at which konkurse.com is buying the object unless the Customer waives such proof.

49. Delivery: konkurse.com shall agree with the Buyer that the object is dismantled and collected by the Buyer at his own expense and risk.

50. Defects: konkurse.com shall not grant to the Buyer any rights concerning any defects of title or quality which exceed the statutory rights of the Buyer unless the Customer has approved a more extensive arrangement in an individual case. The Customer shall indemnify konkurse.com from all claims of the Buyer which are based on any defects of title or quality upon first demand.

51. Purchase price: konkurse.com is entitled to agree a period for payment of up to three months. konkurse.com may not undercut any agreed minimum price without the approval of the Customer. konkurse.com assumes no liability for the creditworthiness of the Buyer (no del credere).

52. Collection, offsetting: konkurse.com is entitled to collect the purchase-money claim and to offset it against its own claim for commission.

53. Commission: konkurse.com receives commission as set out in the contract. The basis for the calculation of the commission is the net purchase price, that is the purchase price without allowing for costs incurred for dismantling, transport, insurance and other costs and without turnover tax. The statutory amount of turnover tax is charged on the commission. konkurse.com's claims to the reimbursement of expenses are based on statutory provisions (Sections 670 and 675 of the German Civil Code and Section 396 (2) of the German Commercial Code).

54. Settlement: konkurse.com shall effect settlement within one month after receipt via the purchase price and shall pay the purchase price less the commission and reimbursement of expenses to the Customer.

C.2 Buying Consignment

55. Buying consignment agreement: Upon the acceptance of an order placed by a Customer who would like to entrust konkurse.com with the purchase of an object in its own name but for the account of the Customer, a buying consignment agreement comes into existence between the Customer (principal) and konkurse.com (agent) in accordance with the conditions set out below. In addition, Part A and B of these Terms and Conditions of Business of konkurse.com apply.

56. Implementation:

1) konkurse.com shall endeavour to find an object of purchase in compliance with the specifications agreed in the consignment agreement and shall buy it on consignment, i.e. in its own name but for the account of the Customer. If a maximum price is expressly agreed, konkurse.com may not exceed this without the approval of the Customer.

2) konkurse.com assumes the inspection of the object of purchase and upon request, shall arrange, if appropriate, the dismantling and the transport of the object of purchase to the Customer at his expense. The assembly of the object of purchase at the Customer’s and the assertion of claims based on any defects of title or quality of the object of purchase is the Customer’s concern.

3) The Customer undertakes to refrain from announcing in any other manner that he intends to buy the object of purchase for the duration of this contract.

4) konkurse.com is also entitled to supply the object of purchase from its own inventory (right to contract with itself pursuant to Section 400 of the German Commercial Code), even if the object does not have an exchange or market price if konkurse.com furnishes proof of the legitimacy of the purchase price at which konkurse.com is supplying the object unless the Customer waives such proof.

5) konkurse.com receives commission as set out in the contract. The basis for the calculation of the commission is the net purchase price, that is the purchase price without allowing for costs incurred for dismantling, transport, insurance and other costs and without turnover tax. The statutory amount of turnover tax is charged on the commission. konkurse.com's claims to the reimbursement of expenses are based on statutory provisions (Sections 670 and 675 of the German Civil Code and Section 396 (2) of the German Commercial Code).

D. The following special conditions apply to purchase contracts. In addition, the provisions of Parts C, B and A also apply as an aid:

D.1 konkurse.com as Seller

57. Purchase contract: If konkurse.com accepts the order of a Customer who would like to purchase an object from konkurse.com, a purchase contract comes into existence between the Customer and konkurse.com on the conditions set out in these General Terms and Conditions of Business of konkurse.com. konkurse.com reserves a period of two weeks for the acceptance of the order.

58. Cost estimates are not binding and only contain requests for offers to be made by the Customer.

59. Terms of delivery: All objects are delivered ex works from the respective location, Incoterms 2000. The prices quoted by konkurse.com are thus also applicable ex works.

60. Delivery dates are only binding if expressly confirmed in writing. The observance thereof requires the fulfilment of delivery terms to be met by the Customer. Firm transactions must be expressly confirmed.

61. Partial deliveries are permitted.

62. Every delivery is subject to konkurse.com receiving deliveries from its sub-suppliers accurately and punctually. If the Customer is aware or it can be inferred from the circumstances that konkurse.com must purchase the object in advance for the purpose of delivery to the Customer, konkurse.com has the right to rescind the purchase contract if konkurse.com fails to receive the delivery from its sub-supplier at all, punctually or accurately.
63. Defects of title and quality:

1) konkurse.com assumes no warranty for defects of quality in objects that are used or not new, unless otherwise agreed or there is mandatory statutory liability.

2) The following applies to new objects and in the event of defects of title: The rights of the Customer in case of any defects of title or quality in objects are based on statutory provisions subject to the following conditions: The duties under commercial law to immediately examine the objects and give notice of any defects apply to all customers likewise irrespective of whether the matter constitutes a commercial transaction for them. In the event of the delay in making a complaint, the object is deemed to be approved. The claims of the Customer against konkurse.com for defects of quality are restricted to subsequent performance. However, in the event of the failure of subsequent performance, the Customer reserves the right, at his option, to either reduce the purchase price or to rescind the contract. konkurse.com reserves the right to choose the type of subsequent performance; this option passes to the Customer only if konkurse.com defaults in subsequent performance. Guarantees as to the quality of objects require an express declaration by konkurse.com in each case. An independent manufacturer’s guarantee which is enclosed with an object does not constitute a guarantee as to the quality, unless this is expressly agreed.

3) The rights of the Customer in the event of defects of title or quality are excluded, insofar as (a) the object deviates only slightly from the quality descriptions, or the suitability of the object for the agreed purpose is restricted only slightly, or (b) the fault is attributable to the fact that the Customer uses the object for a purpose other than the one stipulated in the contract or contrary to statutory provisions or the regulations issued by the manufacturer, or alters or uses the products in conjunction with other products not specifically released by konkurse.com without the written approval of konkurse.com. In the event of defects of title the rights of the Customer are excluded insofar as they refer to rights which apply only outside the European Union and Switzerland and unless the Customer leaves the defence completely to konkurse.com upon demand and provides all necessary authorisations. In the event that the Customer resells the object, any claims under a right of recourse are excluded, if and the extent to which the Customer cannot prove that he has delivered the things supplied by konkurse.com and intended for resale normally in the order of sequence of delivery to his customers (FIFO).

64. Limitation: Claims based on defects of quality and title in new objects become time-barred after one year. Claims based on defects of title of objects that are not new become time-barred after six months. However, the statutory limitation period applies to claims for damages based on wilful intent or gross negligence or on a culpable bodily injury. Statutory provisions apply to the beginning of the limitation.

65. Reservation of title: The objects delivered remain the property of konkurse.com until payment in full of the purchase price. The Customer is obliged to notify konkurse.com of all access by third parties to the objects subject to the reservation of title, particularly of compulsory execution measures or other seizures, and of all damage occurring to the objects. If an object is located in a country or is delivered to such a country where the above reservation of title is not fully effective, the Customer is obliged to provide security of equal value to konkurse.com.

66. Export: The Customer undertakes to refrain from executing things supplied by konkurse.com and technical information insofar as this is not permitted under the laws of the country in which he has his registered office and/or the United States of America, and to impose this obligation also on his buyers irrespective of any other terms of the contract and these General Terms and Conditions of Business of konkurse.com.
67. The provisions of this section D.1 apply accordingly to purchase contracts between a seller named by konkurse.com on the one hand and the Customer on the other.

D.2 konkurse.com as Buyer

68. Purchase contract: Upon acceptance of the offer of a Customer who would like to sell an object to konkurse.com, a purchase contract comes into existence between the Customer and konkurse.com based on these General Terms and Conditions of Business of konkurse.com. konkurse.com reserves a period of one week to accept the offer.

69. Any payment of the purchase price by konkurse.com is subject to the full and punctual payment of the resale price by konkurse.com’s buyers to konkurse.com. If the Customer is aware or it can be inferred from the circumstances that the object is intended for resale by konkurse.com to a buyer of konkurse.com, konkurse.com has the right to rescind the purchase contract if konkurse.com fails to receive the purchase price from the resale of the object at all, punctually or completely.

70. The liability of the Seller is based on statutory provisions.

71. konkurse.com is entitled to deal with the object at its discretion, in particular to resell it.

72. The period for the complaint required under commercial law is two weeks after discovery of the fault. In the event of obvious defects, the period for the notification of complaints is two weeks after the handing over thereof.

Bad Friedrichshall, March 2005