General Terms and Conditions of Sale of OAM Online Auto Market GmbH

for the use of the online multi-auction platform www.onlineautomarket.de

Hereinafter referred to as "OAM" or "user"

Last update: 22-04-2024

Table of Contents

• 1 General information
• 1.1 Users
• 1.2 Business activities
• 1.3 Delimitations in business activities
• 2 Scope of application
• 3 Registration and authorisation / revocation as buyer
• 3.1 Registration
• 3.2 Authorisation and revocation as buyer
• 4 Data protection
• 5 Conclusion of contract
• 5.1 Fixed-price offers
• 5.2 Conclusion of contract for open sales events (auction)
• 6 Purchase price, costs of contract processing, payment modalities
• 6.1 Purchase price and identification
• 6.2 Transfer of the goods to other EU countries
• 6.3 Export to so-called "third countries"
• 6.4 Costs of contract processing
• 6.5 Obligation of the buyer to make advance payment - payment modalities
• 7 Further provisions
• 7.1 Transfer of risk - dispatch
• 7.2 Retention of title
• 7.3 Offsetting
• 7.4 Buyer's right of retention
• 7.5 Seller's right of retention
• 7.6 Due date and default of payment
• 8 Resignation
• 9 Liability
• 9.1 Liability for culpa in contrahendo and tortious liability
• 9.2 Liability for defects of title and material defects
• 9.3 Liability for delay in performance
• 9.4 Liability for impossibility of performance
• 9.5 Liability for use of the seller's services
• 9.6 Existing manufacturer's warranties
9.7 Seller's claim for damages
• 10 Statute of limitations
• 11 Final provisions

1. General information

1.1. User

The user of these General Terms and Conditions is the company OAM Online Auto Market GmbH (hereinafter referred to as "OAM") has its registered office at Gießerallee 23, 47877 Willich, Germany, entered in the commercial register of Krefeld Local Court under HRB 14431. It is a limited liability company under the laws of the Federal Republic of Germany and has its registered office in Willich. OAM uses the Internet trading platform onlineautomarket.de to conduct its business activities.

1.2. Corporate activity

OAM only operates online sales events via the Internet trading platform www.onlineautomarket.de of used motor vehicles (hereinafter also referred to as "motor vehicles") in the form of:

• Sales with fixed price
• Open sales events / auctions
• Closed sales events / auctions exclusively to commercial buyers, but in no case to end consumers (private individuals / non-commercial traders / consumers).

As the user of these General Terms and Conditions, OAM is itself a seller or supplier of used motor vehicles, but it does not broker direct sales between a previous seller / consignor and the customer. As the seller, it makes the decision on the conclusion of a contract by accepting an offer from a customer. OAM is responsible for organising the sales event on the Internet trading platform it uses, www.onlineautomarket.de, and for invoicing.

1.3. Delimitations in business activities

OAM does not provide any contractual services typical of the German motor vehicle trade, such as the repair, maintenance, overhaul, reconditioning, etc. of motor vehicles. Rather, OAM's services are limited to the sale of (used) motor vehicles exclusively to commercial buyers. OAM does not offer a B2B platform for reverse auctions in the sense of "reverse action" or "tenders" and does not operate or offer a platform for so-called "power shopping" or comparable internet auctions.

2. Scope of application

The subject of these terms and conditions is the regulation of the sale of motor vehicles (motor vehicles) between persons who are entrepreneurs (§ 14 BGB - German Civil Code). The sale is initiated and concluded via the internet trading platform www.onlineautomarket.de used by OAM. These regulations form the legal basis between the contracting parties (the seller and the buyer).

Sales transactions between the contracting parties (OAM and buyer) are legally concluded by offer and acceptance within the meaning of §§ 145 - 151 BGB - German Civil Code - but not by acceptance of a bid in accordance with § 156 BGB.

If "motor vehicles", "vehicles" is referred to in the following clauses of the terms and conditions, Where reference is made to "car" / "lorry", this also refers to other movable items offered in the sales. These terms and conditions apply exclusively to entrepreneurs, i.e. to natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into, who act in the exercise of a commercial or independent professional activity (cf. §§ 14, 310 para. 1 BGB) as well as to legal persons under public law and special funds under public law.

3. Registration and authorisation / revocation as a buyer

3.1. Registration

The buyer can only use the services of OAM by registering on the internet trading platform www.onlineautomarket.de used by OAM. Registration is free of charge and takes place by opening a user account and agreeing to these general business relations. There is no entitlement to register with OAM.

When registering, the buyer / user chooses a user name and a password. The user name must not infringe the rights of third parties, in particular name and trademark rights. The password must be kept secret. The user account is not transferable. The buyer / user is liable for all cases of misuse of the user name and user password.

The data requested during registration must be provided completely and truthfully. Any changes to the buyer's/user's data occurring after the initial registration must be communicated immediately.

The buyer / user may not copy, distribute or in any other way reproduce or utilise the content stored on the Internet trading platform www.onlineautomarket.de without consent. The same applies to the use or reproduction of the layout of the website (onlineautomarket.de); prior written consent is required here.

OAM is authorised to block a user account at any time, in particular if the buyer / user violates these general terms and conditions. The buyer / user can cancel his user account without notice by sending a written declaration by post or e-mail to [email protected]. OAM has the right to demand a security deposit of 1500 EUR.

3.2. Authorisation and revocation as a buyer

Consumers within the meaning of § 13 BGB - German Civil Code cannot be buyers. Only entrepreneurs within the meaning of § 14 BGB (German Civil Code), i.e. natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into, who act in the exercise of a commercial or independent professional activity (cf. §§ 14, 310 para. 1 BGB) as well as legal persons under public law and special funds under public law, are admitted to all OAM sales.

When registering and before being authorised to submit bids for the first time, a buyer must declare himself and prove his entrepreneurial status by presenting a valid identity card or passport as well as a trade licence or suitable proof of his independent professional activity. In the case of merchants and companies entered in the commercial register, an extract from the commercial register and a copy of the identity card of the business owner / managing director / board member or other person authorised to legally represent the company must be submitted. Representation requires a written declaration of authorisation. The OAM is entitled to request proof of a buyer's entrepreneurial status at any time.

A buyer domiciled within the territory of the Federal Republic of Germany must also provide proof of the tax number issued to him and / or his VAT identification number (VAT ID number) to OAM as part of the registration process, but at the latest before submitting an offer. By using the tax number or VAT ID number, the buyer confirms that the contractual relationship with OAM is attributable to his VAT company.

Buyers domiciled in a state of the European Union (other EU countries) must submit a copy of the letter stating their valid VAT ID number (sales tax identification number) during the registration process or before submitting an offer.

Buyers based in a country outside the European Union (non-EU countries) undertake to submit a certificate of entrepreneurial status issued by their competent tax authority as part of their initial registration and at any subsequent request from OAM. The date of issue of this certificate must not be older than 12 months, so that an updated certificate is required after this period has expired. The information on this certificate must include the full name, registered office and address of the company, information on the type of business activity of the buyer, the address of the competent tax authority and the country-specific tax number and VAT liability.

A buyer domiciled outside the territory of the Federal Republic of Germany must also submit notarised translations of the aforementioned foreign-language documents into German or English. When registering on the Internet trading platform onlineautomarket.de, each buyer confirms that the contractual relationship with OAM is attributable to his company for VAT purposes.

If the aforementioned proofs and documents have been submitted in full and the buyer has recognised these General Terms and Conditions or has returned written acceptance of them to OAM, the buyer shall be admitted. A claim for approval of the buyer does not exist. OAM reserves the right (in addition to recognising these GTCs) to conclude an individual agreement on the conditions of use of the Internet trading platform www.onlineautomarket.de as a prerequisite for using the www.onlineautomarket.de platform.

The confirmation of registration will be sent to the buyer by e-mail or in writing; the buyer will also receive a customer number. The buyer can log on to the Internet trading platform www.onlineautomarket.de under the selected user name and password (account). Every buyer must immediately notify us in writing of any changes to the data previously provided.

Cancellation and blocking of a buyer: Authorisation as a buyer may be refused or withdrawn by the OAM without stating reasons, in particular if the buyer:

• does not fulfil the requirements of § 14 BGB or is to be qualified as a "consumer"
• incorrect information was provided during registration or in the evidence to be submitted
• these or amended General Terms and Conditions of OAM have been objected to
• these or amended General Terms and Conditions of OAM have been violated
• purchase contracts have not been fulfilled by the buyer or the buyer is in default
• there are indications that the buyer is insolvent (opening or rejection of insolvency proceedings for lack of assets)
• OAM services are misused
• the buyer has impaired or damaged the functionality of the internet trading platform onlineautomarket.de.

In the event of one or more of the aforementioned reasons, OAM is also authorised to block the user account and customer number of the buyer. The buyer is entitled to cancel his or her account with OAM in writing at any time. In addition, the buyer may cancel his registration in writing within 2 weeks, unless he has already participated in sales events. OAM is authorised to exclude buyers from sales without giving reasons.

4. Data protection

Customer data shall be collected and protected by OAM in accordance with the statutory provisions. OAM is authorised to collect, store, process and use for its own purposes the personal data of customers/users that arise in the course of the business relationship within the framework of the statutory provisions, in particular data protection regulations.

In particular, the buyer / user agrees that data may be forwarded to third parties if this is necessary for the use of the services, for the initiation and fulfilment of contracts or to protect the legitimate interests of third parties. OAM is further authorised to forward this data to other companies associated with OAM in compliance with data protection regulations.

After termination of the admission to the sales platform www.onlineautomarket.de and after complete settlement of all legal relationships existing in connection with the sales platform, the buyer / user is entitled to the deletion of his stored data in accordance with the statutory provisions.

5. Conclusion of contract

5.1. Fixed price offers

In the case of vehicles with a fixed price, a vehicle is provided with a fixed price. The buyer is requested to submit a binding purchase offer, which he submits to the user by pressing the "Buy now" button. The buyer is bound to his offer until the expiry of three working days after submitting his purchase enquiry. The purchase contract is concluded when OAM accepts the buyer's offer.

5.2. Conclusion of contracts for open sales events (auctions)

On the internet trading platform used by OAM, www.onlineautomarket.de, used motor vehicles and accessories are marked with a starting price and an offer number in an electronic sales catalogue. By publishing the catalogue on the Internet trading platform www.onlineautomarket.de, OAM invites potential buyers to submit an offer. The deadline for the submission of an offer by the buyer is set anew for each auction on the Internet trading platform www.onlineautomarket.de. It restarts with each new offer submitted. If no further bid is submitted by a buyer, the bidding phase ends at the end of the period set by the system. OAM reserves the right to terminate the bidding phase before its expiry in the event of special circumstances.

In so-called "open ascending price auctions", the highest offers from other potential buyers at the time are visible. By entering a number and confirming the "Place bid" button, the buyer submits his bid. Offers can be purchased by stepwise bidding in automatic bids of €10,000 (fixed increase value when submitting bids), whereby the maximum bid is not visible to the other potential buyers. The submission of a bid cannot be cancelled in open auctions. A purchase contract is concluded at the end of the open auction if the highest bid submitted is accepted.

The buyer shall be notified of the acceptance of his purchase offer by e-mail. On the part of the buyer, a separate declaration of acceptance is waived. With the notification of acceptance of the purchase offer by e-mail, the purchase contract between OAM and the buyer is concluded (offer and acceptance according to §§ 145 - 151 BGB - German Civil Code). The use of a further user account for the submission of offers by one and the same buyer leads to the exclusion of the latter.

In a so-called "closed auction", the offers of other potential buyers are not visible and a buyer only enters the purchase price they have chosen. At the end of the "closed auction", the offer of the buyer with the highest purchase price is communicated. If this offer is accepted, the buyer with the highest bid price will be informed by OAM. The bids are binding and cannot be changed or cancelled. There is no right to admission to a closed sales event (auction). In all other respects, the aforementioned and subsequent regulations apply.

Supplementary regulations: If condition reports on the vehicles and accessories are available from expert third parties such as DEKRA, TÜV, etc., these are stored with the respective offer number. These are authoritative in the event of deviations from the general condition descriptions in the vehicle description.

Auctions for damaged vehicles take place in the form of open and closed auctions. The technical condition of a vehicle is unknown and the residual value has not been explicitly determined, but can only be deduced from the stored pictures of the vehicle. However, the damaged vehicles have all the necessary registration documents. The same applies to vehicles with technical defects. In this case, the technical defects are documented in the vehicle description.

The information on the individual sales events on the Internet trading platform used, www.onlineautomarket.de, does not constitute a declaration of guarantee, an assurance of a specific possible use or an agreed quality of the purchased item. Descriptions of the condition or equipment features of the used vehicles and accessories for sale have been compiled to the best of our knowledge and belief. Additional equipment is always deemed to be improvements and insignificant deviations of a delivered vehicle or accessory are deemed to be accepted by the buyer.

The results of a sales event are displayed - provided the buyer is registered - under the heading "Offer results".

6. Purchase price, costs of contract processing, payment modalities

6.1. Purchase price and disclosure

In the case of sales events with a fixed price, the purchase price corresponds to the previously fixed price plus the costs of contract processing stated separately on the Internet trading platform www.onlineautomarket.de. In the case of open and closed sales events, the purchase price corresponds to the highest offer of the buyer that was accepted by the seller, plus the costs of contract processing stated separately on the internet trading platform www.onlineautomarket.de.

For all sales events, the seller shall issue a proper invoice to buyers with a proven registered office in the territory of the Federal Republic of Germany and a German VAT identification number, stating the net sales price and the openly stated VAT in the respective statutory amount. If the sale is subject to differential taxation in accordance with § 25a of the German Value Added Tax Act, the above sentence shall not apply.

6.2. Transfer of goods to other EU countries

Buyers without a proven registered office in Germany (Federal Republic of Germany) and without a German VAT identification number, who have their registered office in another member state of the European Union and have a valid and proven VAT identification number issued to them in their country of residence, must also confirm in writing to OAM as the seller that the purchased vehicle will be transferred immediately to another EU member state outside the territory of the Federal Republic of Germany (so-called VAT registration). "Confirmation of arrival"). In this case, the buyer initially receives a gross invoice including German VAT and the costs of processing the contract. If the buyer can provide full proof of the conditions applicable under German VAT law, he will receive a net invoice for the purchase price and the costs of processing the contract. Payment of the invoice must be made by bank transfer from a bank account in the name of the buyer.

6.3. Export to a so-called "third country"

A deposit or security deposit in the amount of the VAT rate applicable in the Federal Republic of Germany on the purchase price must be paid to the seller if the buyer is not from Germany or another EU country. If the requirements of the German Value Added Tax Act are met, this deposit shall be refunded to the Buyer without delay. For this purpose, the original of the completed export declaration stamped by the border customs office of the European Union must be submitted to the seller. The Buyer's claim to payment of the deposit may only be assigned with the Seller's consent.

6.4. Costs of contract fulfilment

The costs of processing the contract are to be borne by the buyer in addition to the purchase price and are shown separately on the Internet trading platform www.onlineautomarket.de.

6.5. Obligation of the buyer to make advance payment - Payment modalities

The purchase price and the costs of processing the contract must be paid in advance by the buyer after conclusion of the contract and the object of purchase will only be handed over after the customer has fulfilled all payment obligations in full. In all cases, payment by the buyer can only be made by bank transfer to the seller's account. The seller is not obliged to accept cheques or bills of exchange. If the Seller accepts bills of exchange in individual cases, any discount and collection charges shall be borne by the Buyer.

Electronic invoices: The seller is authorised to send electronic invoices. The buyer agrees to the sending of electronic invoices to the buyer's e-mail address. The buyer is obliged to verify the signature of the electronic invoice.

7. Further regulations

7.1. Transfer of risk - despatch

The buyer must collect the purchased item in Willich / Germany at his own expense. Transport and dispatch shall be exclusively at the expense and risk of the buyer. The risk of accidental loss and accidental deterioration of the motor vehicle shall pass to the buyer or his representative upon handover, in the case of sale by dispatch upon delivery of the item to the forwarding agent, carrier or other person or organisation designated to carry out the shipment. When the vehicle is handed over to a transport company, a transport handover note must be drawn up in which any visible damage found must be recorded.

After the vehicle has been handed over to the buyer, the buyer is obliged to notify us immediately in writing of any defects in the vehicle and accessories or, if the accessories are missing, within 24 hours. Complaints made by telephone or verbally cannot be considered. In the case of handover to a transport company, the period for notification of defects shall be 48 hours, but no longer than 24 hours after handover of the vehicle or accessories to the transport company. Later complaints cannot be considered and do not release the buyer from his obligation to pay the purchase price in full.

Ownership of the purchased vehicles and accessories shall not pass to the buyer until the purchase price has been irrevocably paid in full into the seller's account and only then shall the vehicle documents be handed over to the buyer or a third party authorised by the buyer. If the vehicle documents or parts thereof are not to be handed over, the Seller shall send the documents by post or, if requested in writing, by courier. In such cases, the Buyer shall bear the risk of loss of the vehicle documents.

7.2. Retention of title

The used vehicles shall remain the property of the Seller until all claims to which the Seller is entitled against the Buyer have been satisfied in full. The pledging or transfer by way of security of the used vehicles by the buyer is not permitted. If the Buyer resells the purchased item, the Seller's retention of title shall also extend to the purchase price claim (extended retention of title).

7.3. Offsetting

The Buyer shall only be entitled to set-off if his counterclaims have been legally established or recognised by the Seller.

7.4. Right of retention of the buyer

The purchaser may only exercise a right of retention if his counterclaim is based on the same contractual relationship and has been recognised by declaratory judgement.

7.5. Right of retention of the seller

If the buyer has not fulfilled his due obligations to the seller, OAM may refuse to hand over the vehicle and the vehicle documents until these have been fulfilled. Liabilities due shall also include those arising from other sales and/or legal relationships.

7.6. Due date and default of payment

The due date for payment of the purchase price and the costs of contract fulfilment shall be upon receipt of the advance invoice. If the buyer has not paid the purchase price and the costs of processing the contract in full, he shall be in default 3 days after the due date. The occurrence of default does not require a reminder (§ 286 BGB). In the event of default of payment, the Seller shall be entitled to exclude the Buyer from further deliveries, even if they have already been confirmed, and to assert a corresponding right of retention. In the event of default by the Buyer, the Seller shall be entitled to charge the Buyer default interest in the amount of 9 percentage points above the respective base interest rate, whereby the Seller reserves the right to claim higher damages. The Buyer shall be entitled to prove that the Seller has incurred no or only minor damage caused by default.

8. Resignation

The buyer shall be entitled to withdraw from the purchase contract in accordance with the statutory provisions if OAM as the seller or the pre-delivery leasing bank is responsible for the breach of duty. The buyer must declare to OAM whether it is cancelling the purchase contract due to the breach of duty by OAM or the pre-delivery leasing bank or whether it insists on delivery.

OAM shall be entitled to withdraw from the purchase contract if the vehicle is lost or damaged before the transfer of risk to the buyer and it has informed the buyer of this immediately and refunded the purchase price paid to the buyer. No further reciprocal claims shall exist after the cancellation.

OAM is also entitled to withdraw from the purchase contract if the vehicle is destroyed or damaged after the transfer of risk but before the transfer of ownership to the buyer due to a circumstance for which the pre-delivery leasing bank is responsible. If, in this case, OAM immediately notifies the buyer of the loss or damage and refunds the purchase price paid to the buyer, there shall be no further reciprocal claims between the buyer and the seller after the seller's cancellation.

9. Liability

9.1. Liability arising from culpa in contrahendo and tortious liability

Liability due to fault on the part of the seller in the contract negotiations and from unauthorised action is excluded.

9.2. Liability for defects of title and material defects

Liability for legal and material defects is excluded for used items. Used vehicles and accessories are sold in the condition in which they are at the time of the conclusion of a purchase contract with OAM on the Internet trading platform www.onlineautomarket.de used by OAM. They show signs of wear and tear in accordance with the mileage and age of the vehicle.

In the case of new motor vehicles, the seller assigns to the buyer the claims to which he is entitled against the manufacturer of the goods and against any supplier of the seller due to legal and material defects. According to the provisions of German sales law in the German Civil Code (BGB), the seller has subsidiary liability for legal and material defects if the manufacturer of the goods or the seller's supplier does not fulfil or does not fully fulfil the buyer's legal and material defects from assigned rights.

9.3. Liability for delay in performance

The seller shall not be liable for delays in performance.

9.4. Liability for impossibility of performance

The seller shall not be liable in the event of impossibility of performance.

9.5. Liability for the use of the seller's services

The seller shall not be liable for any damages incurred by the buyer or third parties in connection with the use of OAM services, in particular not for technical defects for which the seller is not responsible and which result in the fact that a purchase offer cannot be submitted or cannot be submitted on time.

9.6. Existing manufacturer warranties

Existing manufacturer warranties are not affected by the sales.

9.7. Seller's claim for damages

The seller shall be entitled to claim damages in accordance with the statutory provisions, unless these General Terms and Conditions provide otherwise. If the buyer is responsible for the damage, he shall pay 20% of the purchase price, but at least € 1,000 to OAM. The buyer shall be entitled to prove that a lower loss or no loss at all has occurred.

10. Statute of limitations

The limitation period is one year from the start of the statutory limitation period and begins for all claims for damages at the time of the conclusion of the purchase contract. Excluded from this is the limitation period for claims in accordance with the aforementioned provisions under Section G. V.

11. Final provisions

These General Terms and Conditions are subject to the law of the Federal Republic of Germany. The place of fulfilment and jurisdiction is Willich. If the purchaser is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be our registered office in Willich. The same shall apply if the purchaser has no general place of jurisdiction in Germany or whose place of residence or habitual abode is not known at the time the action is filed. The provisions of international private law and those of the United Nations Convention on Contracts for the International Sale of Goods (CSIG - UN-sales law) do not apply and are expressly excluded. The contractual language is German. Documents in other languages are for information purposes only and only the wording and content of a notarised German version shall apply between the contracting parties.

Amendments or additions to these terms and conditions must be made in writing. This also applies to the cancellation of this written form requirement.

Should individual provisions of the contract with the Buyer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.