General Terms and Conditions (GTC) for Entrepreneurs
Below you will find the General Terms and Conditions (GTC) for Entrepreneurs of InventoryNord GmbH, Managing Director: Agathe Motala, Appener Straße 21, 25482 Appen (hereinafter: INVENTORYNORD)
§ 1 Services of INVENTORYNORD; Scope of Application
INVENTORYNORD is the operator of the website www.inventorynord.de, an online platform on which it auctions off items from insolvency (hereinafter: goods) in the name and for the account of third parties.
INVENTORYNORD acts only as an intermediary between the bidder/buyer (hereinafter also: entrepreneur) and the third party (hereinafter also: client). INVENTORYNORD itself does not offer any goods and does not become a contractual partner of the contracts concluded exclusively between the Entrepreneur and the Customer via the online platform.
These GTC apply to all current and future business relationships between INVENTORYNORD and Entrepreneurs as defined by § 14 BGB (German Civil Code). The services of INVENTORYNORD are provided exclusively on the basis of these GTC, even if INVENTORYNORD does not explicitly refer to them. Any terms and conditions that are contrary to or deviate from these GTC will only apply in the event that INVENTORYNORD has given its express written consent.
§ 2 Registration on the online platform
Only natural persons and legal entities with unlimited legal capacity are permitted to participate in auctions. Natural persons with limited legal capacity or those for whom there is a reservation of consent are admitted if their legal representative has given consent to participate and to place bids in the context of an auction.
INVENTORYNORD expressly reserves the right to request evidence to support the personal data provided during the registration process (in particular, an extract from the Commercial Register, proof of trade). INVENTORYNORD will inform the Entrepreneur of this (by e-mail) if the registration is accepted.
If the personal data of the Entrepreneur provided during the registration process changes in the course of time, the Entrepreneur must make the relevant changes to his INVENTORYNORD account without delay.
§ 3 Procedure of the Auctions; Conclusion of the Contract; Third Party Rights to Goods
On the Online Platform, Entrepreneurs will find descriptions of the goods that INVENTORYNORD offers for sale by auction on behalf of the Ordering Parties. These descriptions of goods do not constitute legally binding offers, but non-binding invitations to submit bids. Nor do the descriptions constitute agreements and/or guarantees of quality.
INVENTORYNORD will announce the upcoming auctions on its online platform, in particular indicating the auction dates, auction periods, starting price, fixed price as well as auction steps for bids to be submitted. INVENTORYNORD expressly reserves the right to shorten or extend the duration of auctions until the start of an auction, as well as to change the order of auctions. Only INVENTORYNORD's system clock is authoritative for the determination of time specifications in the context of auctions (in particular auction dates, auction start and end times).
An auction begins and ends at the times determined by INVENTORYNORD. The beginning and end of the auction will be indicated with the description of the goods. Auctions can be cancelled at any time. Upon termination, the registered bids expire.
Bids can only be placed by registered traders. The submission of bids by means of automated data processing procedures not authorised by INVENTORYNORD (e.g. so-called "sniper" programs) is not permitted. The auction begins with a minimum bid for each item. The bid must be increased at least in increments dependent on the minimum bid. Irrespective of this, a higher bid may also be submitted. The entrepreneur is bound to his bid until it expires due to a higher bid. If a bid is submitted less than two minutes before the end of the auction period which exceeds the previous highest bid, the auction period shall be extended by two minutes. This extension of the auction running time continues until no new bid exceeding the highest bid is received within a period of two minutes.
The person who has placed the highest bid at the end of the auction will be awarded the lot and will be notified of this and of the award of the lot by e-mail. This notification corresponds to the acceptance of the bid within the meaning of § 156 S. 1 BGB (German Civil Code) and becomes effective upon dispatch by INVENTORYNORD.
INVENTORYNORD reserves the right, in accordance with § 156 S. 2 BGB (German Civil Code) to close the auction without awarding a surcharge for a justified reason or to award the surcharge for a justified reason subject to the consent of the customer.
If it subsequently transpires that - e.g. in the case of realisation by the insolvency administrator - third party rights exist to the goods, INVENTORYNORD is entitled to refuse to hand over the goods as long as the actual handover has not yet taken place. The entrepreneur is free to assert claims according to the principles of the law of enrichment.
§ 4. Prices and payment; set-off and right of retention
The purchase price of the goods shall consist of the highest bid plus value added tax at the rate of 19 % and a premium at the rate of 18 % of the highest bid (unless a different premium is announced in individual cases) plus value added tax at the rate of 19 %.
The purchase price plus any shipping costs shall be due upon acceptance of the bid, in the case of a conditional acceptance of a bid, immediately after the conditional acceptance has ceased to exist.
The highest bidder shall be informed of the shipping and payment modalities by e-mail. The purchase price and any shipping costs are to be paid immediately, but no later than 10 days after the due date, to the account stated.
If the purchase price is not paid on time or if the auctioned goods are not collected on time, INVENTORYNORD or the customer has the right to withdraw from the contract and to demand compensation for damages and the reimbursement of futile expenses after a reasonable period of grace has elapsed. INVENTORYNORD also has the right to disassemble and store the auctioned goods at the expense and risk of the Contractor and to dispose of them in another way, in particular to arrange a new auction or to sell them by private treaty. If the goods are auctioned again, the previous highest bidder may not bid at the new auction. He shall be liable to the principal for any loss incurred at the new auction, but shall not be entitled to any additional proceeds.The entrepreneur shall only have the right to set-off against the client if his counterclaims have been legally established or are undisputed. The entrepreneur is only entitled to exercise a right of retention against the client insofar as his counterclaim is based on the same contractual relationship.
Sales to entrepreneurs based in other EU member states are only exempt from VAT if the entrepreneur presents INVENTORYNORD with his VAT identification number in an officially certified form, as well as a proof of shipment together with a copy of an official identification document of the legal representative of the entrepreneur (confirmation of receipt). The trader must submit these documents to INVENTORYNORD no later than ten days after invoicing.
Traders based outside the EU must pay INVENTORYNORD a deposit of 20% of the purchase price. The deposit will be returned to the trader after presentation of the proper export documents.
§ 5 Collection and Dispatch; Default of Acceptance and Debtor's Default; Transfer of Risk
The goods will not be dispatched until the purchase price has been received in full, together with any shipping costs, into the account specified by INVENTORYNORD. If collection of the goods has been agreed, this must take place within 10 working days after receipt of the surcharge during the business hours of INVENTORYNORD. If applicable, the trader will identify himself at the time of collection of the goods by means of his identity card or passport and the printout of the notification received of the highest bid/award and will provide any further evidence required.
If the Entrepreneur is in default of acceptance, INVENTORYNORD is entitled to demand compensation for the additional expenses incurred by it as a result. If the Contractor is in default with his obligation to accept the goods or if he culpably breaches other obligations to co-operate, INVENTORYNORD is also entitled to demand compensation for the loss it incurs as a result. INVENTORYNORD reserves the right to make further claims. For his part, the trader retains the right to prove that no damage at all or at least significantly less damage has been incurred. Storage of the goods during default of acceptance or debtor's delay is at the risk of the trader; INVENTORYNORD is not liable in this respect - except in cases of intent and gross negligence - for damage, loss or destruction of the goods.
The risk of accidental loss or accidental deterioration of the goods is transferred to the Entrepreneur at the time the goods are handed over or at the time the Entrepreneur is in default of acceptance or debtor's delay.
§ 6 Retention of title
Ownership of the auctioned goods shall not pass to the entrepreneur until the purchase price plus any shipping costs has been paid in full.
If, by way of exception, goods are delivered before the purchase price has been paid in full, the principal shall retain title to the delivered item until all claims arising from the purchase contract have been paid in full.
Prior to the transfer of ownership, pledging, transfer by way of security, processing or transformation is not permitted without the consent of INVENTORYNORD or the Customer.
The Entrepreneur must inform INVENTORYNORD immediately in the event of access by third parties to goods subject to retention of title, in particular of enforcement measures and other impairments. The Entrepreneur must compensate INVENTORYNORD for all damages and costs incurred as a result of a breach of this obligation.
§ 7 Sanctions; Blocking of Entrepreneurs
INVENTORYNORD has the right, without giving reasons, to deny Entrepreneurs access to the Online Platform and to permanently exclude them.
INVENTORYNORD may take the following measures if there is concrete evidence that an Entrepreneur is violating legal regulations, the rights of third parties or these Terms and Conditions, or if INVENTORYNORD has another legitimate interest, in particular to protect the Customer from fraudulent activities:
Deletion of bids
warning of entrepreneurs
Restriction of the use of the online platform
INVENTORYNORD can permanently exclude an Entrepreneur from using the Online Platform (final blocking) if he has provided false contact details he transfers his INVENTORYNORD account or gives third parties access to it he causes significant damage to other Entrepreneurs or INVENTORYNORD he repeatedly violates these GTC or there is another important reason. After a Trader has been permanently blocked, there is no entitlement to restoration of the blocked INVENTORYNORD Account.
§ 8 Availability of the Online Platform
ability of the Online PlatformINVENTORYNORD cannot guarantee continuous and uninterrupted availability and accessibility of the online platform. Liability in this respect is excluded.
INVENTORYNORD provides the Online Platform within the scope of its technical and operational possibilities. This does not include times during which the use of the Online Platform is interrupted or impaired for compelling technical reasons or due to necessary maintenance work, without INVENTORYNORD being liable for this under the terms of this contract. Also not covered are times when INVENTORYNORD's servers cannot be accessed via the Internet due to technical or other problems beyond INVENTORYNORD's control (force majeure, fault of third parties, etc.). In order to be able to use the online platform to its full extent, Entrepreneurs must use the latest (browser) technologies. If older technologies or technologies that are not in general use are used, it is possible that INVENTORYNORD's online platform can only be used to a limited extent.
INVENTORYNORD updates, changes and develops the Online Platform at its own discretion. INVENTORYNORD reserves the right to discontinue the operation of the Online Platform without giving reasons.
§ 9 Exclusion of Warranty
INVENTORYNORD points out that all goods of the Customer are auctioned under exclusion of warranty. The exclusion of warranty does not apply if defects have been fraudulently concealed by the Customer or if the Customer has given a guarantee for the quality of the goods.
§ 10 Exclusion of liability and liability in other respects
Without prejudice to the above regulations and the following limitations of liability, INVENTORYNORD is liable without limitation for damages to life, body and health, which are based on a negligent or intentional breach of duty by its legal representatives or its vicarious agents, as well as for all damages, which are based on intentional or grossly negligent breaches of contract as well as fraudulent intent, by its legal representatives or its vicarious agents.
INVENTORYNORD is also liable for damages caused by simple negligence, as far as this negligence concerns the violation of such contractual obligations, the compliance with which is of particular importance for the achievement of the purpose of the contract (cardinal obligations). However, it shall only be liable insofar as the damages are typically associated with the contract and are foreseeable. For the rest, it shall not be liable for simple negligent breaches of ancillary obligations that are not essential to the contract. The limitations of liability contained in this paragraph shall also apply insofar as the liability for the legal representatives, employees and other vicarious agents is concerned.
Any further liability is excluded regardless of the legal nature of the asserted claim. As far as liability is excluded or limited, this also applies to the personal liability of INVENTORYNORD's employees, workers, representatives and vicarious agents.
§ 11 Amendments to the GTC; Final Provisions
INVENTORYNORD is entitled to amend the GTC at any time. INVENTORYNORD will announce changes with a reasonable period of notice. The Entrepreneur has the right to object to the changes within 4 weeks of the announcement of the changes. If he does not explicitly object to the changes within 4 weeks, he accepts the change. INVENTORYNORD will separately point out the possibility of objection and the objection period.
These GTC and the entire legal relationship between INVENTORYNORD and the Entrepreneur are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
If the Entrepreneur is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for disputes arising from these GTC is the registered office of INVENTORYNORD.
Insofar as individual provisions of these GTC are invalid in whole or in part, this does not affect the validity of the remaining provisions. The invalid provisions will be replaced by the statutory provisions.
Status of the GTC for entrepreneurs: April 2020