Applicability 1.1 These terms and conditions (hereinafter "T&C") shall apply exclusively to traders (Unternehmer according to Sec. 14 BGB [Bürgerliches Gesetzbuch]), legal entities under public law (juristische Personen des öffentlichen Rechts), and special funds under public law (öffentlich-rechtliche Sondervermögen) (hereinafter "Contractual Partners”, individually “Contractual Partner").
1.2 These T&C shall apply exclusively. Any deviating, supplementary, or conflicting terms and conditions of the Contractual Partner are hereby rejected unless Maynards Europe GmbH (hereinafter "Maynards") has expressly agreed to them. The above shall also apply to any future transactions, even if they are concluded with knowledge of deviating, supplementary, or conflicting terms and conditions of the Contractual Partner.
1.3 These T&C shall apply in their respective most recent version (available on our website) or in any case in the latest version communicated to the Contractual Partner in text form (Textform). They shall apply to future contractual relationships between Maynards and the Contractual Partner, even if no separate agreement is reached thereon.
1.4 Maynards predominantly sells used or not newly manufactured economic goods (hereinafter "Sales Items", individually “Sales Item”) - partly on its own behalf, partly on the behalf of third parties - in the form of online auctions, tenders, and freely negotiated sales (hereinafter "Sales Transactions" and individually "Sales Transaction"). Depending on the format in which the respective Sales Transaction is concluded, the Special Provisions of Sections B to E shall apply in addition to the General Provisions of this Section A:
- For Sales Transactions in which Maynards acts on behalf of third parties as a representative (Vertreter) of the seller (the latter hereinafter also "Principal"), the Special Provisions of Section B apply additionally. This also applies if Maynards discloses the representation of a Principal without disclosing the name of the Principal at the time of contract conclusion.
- For Sales Transactions in which Maynards acts on its own behalf, the Special Provisions of Section C shall apply additionally.
- For tender transactions via the online platform accessible at the internet address "https://www.maynardseurope.com/" (hereinafter "auction platform"), the Special Provisions of Section D shall apply additionally.
- For online auctions via the auction platform, the Special Provisions of Section E shall apply additionally.
1.5 In addition to these T&C, the description of the Sales Items (“Description”) and the so-called "Essential Information" published on the auction platform for the respective Sales Item as well as, if applicable, the respective "Delivery Conditions" also published on the auction platform shall apply to all Sales Transactions. In the event of a conflict between these T&C and the Description, the Essential Information or Delivery Conditions, the T&C shall take precedence unless the T&C themselves refer to individual provisions of the Description, Essential Information or Delivery Conditions.
Participation, Offer, Conclusion of Contract 2.1 Only traders (Unternehmer according to Sec. 14 BGB [Bürgerliches Gesetzbuch]), legal entities under public law, and special funds under public law shall be entitled to participate in Sales Transactions.
2.2 Participation via the auction platform accessible at the internet address "https://www.maynardseurope.com/" shall require free registration on the auction platform and admission to the Sales Transaction by Maynards. There shall be no right to registration on the auction platform or admission to participate in a Sales Transaction. Registration, admission to a Sales Transaction, and their revocation shall be at the sole discretion of Maynards. The respective participant must provide truthful information about their person in the registration form and keep the information up to date.
2.3 It shall be the participant's responsibility to assign a secure password and keep the assigned password confidential. In the event that the participant has reason to believe that their access information has become known to an unauthorised third party, they shall be obligated to notify Maynards of this circumstance by email to europe@maynards.com and have their access blocked.
2.4 The presentation of the Sales Items, particularly in the form of lots listed on the auction platform, serves solely to inform potential buyers and shall be merely a legally non-binding invitation (invitatio ad offerendum) to the interested participants of the Sales Transaction to submit a legally binding contract offer (Angebot) in compliance with the respective procedure specified by the auction platform.
2.5 A legally binding contract for the sale of a Sales Item shall only be concluded when Maynards accepts an offer from a prospective buyer through a declaration of acceptance (Annahmeerklärung). The sending of a pro forma invoice or invoice is considered acceptance of the offer.
Purchase Price, Buyer’s Premium, Value Added Tax, Provision of Security, Due Date 3.1 The purchase price is exclusive of the statutory value added tax.
3.2 A Contractual Partner whose delivery address is in another EU member state shall, contrary to Clause 3.1, receive an invoice identifying the purchase as a VAT-exempt intra-community supply of goods. The above requires the Contractual Partner to provide Maynards with a valid foreign VAT identification number issued by the other member state prior to the conclusion of the purchase contract. In the event of shipment or transport by the Contractual Partner, the Contractual Partner shall be obligated to provide Maynards with valid verification documents according to Secs. 17b et seqq. UStDV [Regulation implementing the Value Added Tax Act; Umsatzsteuer-Durchführungsverordnung], which unequivocally proves the conditions for the intra-community supply of goods. They shall present this proof within seven days after collecting the Sales Items.
3.3 A Contractual Partner whose delivery address is located in a third country shall, contrary to Clause 3.1, receive an invoice identifying the purchase as a VAT-exempt export supply of goods. In the event of shipment or transport by the Contractual Partner, the Contractual Partner shall be obligated to provide Maynards with a valid verification document according to Secs. 9, 10 UStDV [Regulation implementing the Value Added Tax Act; Umsatzsteuer-Durchführungsverordnung](Ausfuhrnachweis / proof of export), which unequivocally proves the conditions for the export supply of goods. They shall present this proof within seven days after collecting the Sales Items.
3.4 In the cases of Clauses 3.2 and 3.3, the Contractual Partner must provide a security deposit in the amount of the statutory value added tax. The security deposit is to be used for the payment of the value added tax due if it turns out that the supply of goods is subject to German value added tax. This may occur if the Contractual Partner fails to comply or comply fully or fails do so in a timely manner with the aforementioned obligations to provide evidence or notification. The same shall apply if other circumstances occur that result in a liability to pay value added tax. If the conditions for an exemption from value added tax are not met, Maynards is entitled to cancel the issued (net) invoice and issue a new invoice stating the statutory VAT owed. Maynards shall be entitled to a two-week review period to examine the submitted documents. If the purpose of the security deposit ceases to apply, Maynards shall be obligated to refund this security deposit within a further two weeks.
3.5 In addition to the obligation to pay the purchase price, the buyer shall be obligated to pay Maynards a buyer's premium in the amount of the percentage of the net purchase price stated in each case as well as any statutory value added tax payable on the buyer's premium.
3.6 The purchase price, any security deposit according to Clauses 3.2 to 3.4, and the buyer’s premium shall be due for payment immediately and without deduction unless another payment term is agreed upon in writing.
Set-off, Retention A set-off or retention by the Contractual Partner shall only be permissible if the asserted counterclaim is undisputed (unbestritten), non-appealable (rechtskräftig festgestellt), or ready for decision (entscheidungsreif).
Place of Delivery, Transfer of Risk, Disassembly and Collection, Insurance Obligation 5.1 The obligation to disassemble and collect the respective Sales Items constitutes a primary contractual obligation of the Contractual Partner. Unless otherwise agreed in the Description, Essential Information or Delivery Conditions, all Sales Items are to be disassembled and collected at their respective stated location and at the risk and expense of the buyer. The Contractual Partner shall be obligated to agree with the seller on a date within a specified time window or, if no time window is specified, a date within two weeks after the conclusion of the contract for disassembly and collection at the location of the respective Sales Items (“Collection Date”). The prerequisite for collection shall be that the Contractual Partner has fulfilled their obligations, particularly made payments according to Clause 3 and provided proof of liability insurance according to Clause 5.4. In view of the high demands that must be placed on professional disassembly and collection of the Sales Items, Maynards may order the Contractual Partner to commission a company pre-selected by Maynards for these tasks. In this case, Maynards shall be entitled to conclude the contract to be concluded with the company on behalf and by authority of the Contractual Partner under the conditions specified in the Essential Information and, if applicable, in the terms and conditions of Delivery Conditions (Clause 1.5).
5.2 Disassembly and collection must be carried out in compliance with all safety regulations, statutory and other legal requirements, and, if necessary, by specialists after appropriate, including temporal, coordination between the seller and the Contractual Partner. Employees and third parties engaged by the Contractual Partner are their vicarious agents (Erfüllungsgehilfen). The Contractual Partner shall be obligated to comply with the General Collection Information (Abholinformationen) and supplementary information within the Essential Information.
5.3 Unless otherwise agreed in the Description, Essential Information or Delivery Conditions, the risk of accidental loss, accidental damage, or accidental deterioration of a Sales Item shall pass to the Contractual Partner when they are objectively able to disassemble a Sales Item, i.e., when the Contractual Partner gains actual control (tatsächliche Sachherrschaft) over a Sales Item.
5.4 The Contractual Partner shall be obligated to maintain liability insurance with a minimum coverage of EUR 5 million at the time of disassembly and collection, which covers any damage caused by them or their vicarious agents (Erfüllungsgehilfen) during disassembly and collection, and to provide proof for the maintenance of such liability insurance to Maynards.
Payment and Acceptance Default 6.1 If the Contractual Partner fails to pay within five working days of the due date, they shall be in default (Verzug) without a warning letter (Mahnung) being required. During the default period, the claim shall bear interest at a rate of 9 percentage points above the respective base interest rate (Basiszinssatz).
6.2 If the Contractual Partner defaults on their payment obligation or their disassembly or collection obligation, the seller shall be entitled to withdraw (Rücktritt) from the purchase contract after the unsuccessful expiry of a reasonable grace period (angemessene Nachfrist) granted to the Contractual Partner. The obligation of the Contractual Partner to pay the buyer’s premium shall remain even in the event of such withdrawal, unless the Contractual Partner proves that Maynards has incurred no or only a lesser damage.
6.3 After the unsuccessful expiry of a reasonable grace period set for the Contractual Partner for disassembly or collection, the seller shall be entitled, at the expense of the Contractual Partner, to:
- have the Sales Items disassembled,
- have the Sales Item stored,
- dispose of the Sales Item otherwise for the account of the Contractual Partner, or
- scrap the Sales Item.
The seller's right to withdraw shall remain unaffected.
Export Control 7.1 The respective purchase contract shall be concluded under the condition that the conclusion of this contract and its execution neither violate the provisions of the applicable export control law (including sanctions) nor, unless otherwise agreed or provided or as a result from the circumstances, require an export control permit. The respective purchase contract shall further be concluded under the condition that the Contractual Partner, their representative, or any end customer is not subject to any national or international embargo measures or sanctions under the applicable law. Maynards or the seller shall not be responsible for any delays with the execution of the contract due to the investigation the non-existence of existence of the circumstances being relevant according to preceding sentences. The Contractual Partner shall have crucial obligations to cooperate in this regard.
7.2 The Contractual Partner shall not directly or indirectly sell, transfer, export or re-export goods, data or rights to the Russian Federation or Belarus or for use in the Russian Federation or Belarus which are supplied under or in connection with this contract and which fall within the scope of Art. 12g, 12ga of Regulation (EU) No. 833/2014 or Art. 8g of Regulation (EU) No. 765/2006.
7.3 The Contractual Partner shall ensure that third parties further down the commercial chain, including potential resellers, do not violate the prohibition in Section 7.2 or that the purpose of Section 7.2 is otherwise thwarted by third parties further down the commercial chain, including potential resellers. The Contractual Partner shall establish and maintain an appropriate monitoring mechanism to prevent violations of the aforementioned type by third parties further down the commercial chain, including potential resellers. The Contractual Partner shall immediately inform Maynards or the Seller of any incidents of non-compliance with clauses 7.2 or 7.3, including those caused by third party activities, and such incidents that may frustrate the purpose of clause 7.1.7.4 Any violation of clauses 7.2 or 7.3 shall constitute a material breach of the essential terms of this contract and Maynards or Seller shall be entitled to take appropriate measures against the Contractual Partner, including but not limited to
- termination of the contract:
- withholding delivery of the goods until such re-exports, that constitute a breach of contract, cease;
- enforcement of claims for damages;
- enforcement of a contractual penalty in the amount of 50% of the total value of the goods, data or rights exported in breach of the contract, but at least EUR 25,000, whichever is higher.
7.5 The Contractual Partner shall be obligated to sign and provide all documents required for the export in due time so that any necessary official permits are provided in time for the Collection Date. If the collection is delayed due to a delay in the official approval for which the Contractual Partner is responsible including a delay of investigating of the circumstances according to Clause 7.1 (it being irrelevant whether the result of a delayed investigation is a requirement of permit or not, Maynards or the Seller shall be entitled to have the Sales Items dismantled (disassembled) and the Sales Item stored at the Contractual Partner's expense.
Retention of Title Ownership of the Sales Items shall not pass to the Contractual Partner until full payment of the respective purchase price has been made or, if multiple Sales Items are combined into a unit, with the payment of the purchase price for this unit. Provided this condition is met, the buyer shall acquire ownership of a Sales Item upon collection. Collection of Sales Items with prior disassembly shall only be possible and permitted if the corresponding purchase price has been paid in full and this has been confirmed to the Contractual Partner by issuing a delivery note.
Condition, Warranty 9.1 Unless expressly stated otherwise, all Sales Items are used or not newly manufactured items. Only accessories explicitly mentioned in the Essential Information or the Description of the Sales Items on the auction platform shall be included in the sale.
9.2 Used or not newly manufactured Sales Items shall be sold as is. The condition upon the completion of a specified inspection period shall be decisive. Interested parties are therefore urged to inspect and examine the Sales Items themselves. Visual representations shall be non-binding and may differ from the original. Information and details about Sales Items, particularly any visual representations as well as technical data, dimensions, makes, years of manufacture, or quantities, shall not constitute a determination of the condition (Beschaffenheitsbestimmung) of the Sales Items, unless otherwise specified in individual cases, and in particular no guarantee for the condition (Beschaffenheitsgarantie) shall be assumed.
9.3 For used or not newly manufactured items, the buyer's rights due to a defect (Mangel) shall be limited to damages in accordance with Clause 10 below. This shall not apply if the seller has fraudulently (arglistig) concealed the defect or has assumed a guarantee for the condition (Beschaffenheitsgarantie) of the item.
Liability 10.1 The seller and Maynards shall each be liable to the Contractual Partner – regardless of the legal basis – for damages resulting from intentional or grossly negligent breach of duty by the seller or Maynards or their respective legal representatives (gesetzliche Vertreter) or vicarious agents (Erfüllungsgehilfen), each individually and not jointly and severally (gesamtschuldnerisch), in accordance with statutory provisions.
10.2 In cases of simple negligent breach of duty, the seller or Maynards shall each be individually liable only:
- for damages resulting from injury to life, body, or health, and
- for damages resulting from the breach of essential obligations, the fulfilment of which enables the proper execution of the contract and on the compliance with which the Contractual Partner regularly relies and may rely; in these cases, however, liability is limited to the typical, foreseeable damage at the time of contract conclusion.
10.3 Liability under the German Product Liability Act and in cases of:
- the assumption of a guarantee or procurement risk (Beschaffungsrisiko), and
- fraudulent (arglistig) concealment of a defect
shall remain unaffected.
10.4 The above limitation of liability shall apply to the same extent in favor of the organs, representatives, employees, and other vicarious agents of the seller or Maynards.
11. Choice of Law, Jurisdiction 11.1 The law of the Federal Republic of Germany, excluding international uniform law, in particular UN Sales Law, shall apply to all contractual relationships between the seller, Maynards, and the Contractual Partner, as well as to these T&C.
11.2 If the Contractual Partner is a merchant (Kaufmann) within the meaning of the German Commercial Code [Handelsgesetzbuch], a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction, including internationally, for all disputes arising from or in connection with the contractual relationship between Maynards and the Contractual Partner shall be Pöcking, Germany. Maynards' right to sue the Contractual Partner at their registered seat or place of business shall remain unaffected.
B. Special Provisions for Sales Transactions on Behalf of Third Parties
Conclusion of Contract 1.1 Sales Transactions are conducted on behalf of the seller. Through the mediation of Maynards, a purchase contract is concluded between the Contractual Partner and the seller.
1.2 If the identity of the seller is not disclosed before or at the conclusion of the Sales Transaction on behalf of a third party, the Contractual Partner shall agree that the identity and address of the seller will be disclosed to them only after the conclusion of the Sales Transaction.
No Duty of Examination by Maynards 1.1 Maynards shall bear no independent obligation in relation to the Contractual Partner to examine the Sales Items or verify the seller's information. The Contractual Partner shall be given the opportunity to examine the Sales Items themselves.
1.2 The seller shall be responsible for ensuring that the Sales Item is media-free and, if no disassembly is required, placed in a transport position by the specified collection date at the latest. Media-free means that Sales Items, which require operating materials (such as fuel or raw materials to be processed) for their operation, are decommissioned and emptied. The Principal is also responsible for the disposal of the media as well as for the disposal of any hazardous substances and the provision of hazardous substance containers. Maynards shall not be held liable for any damages or expenses stemming from the failure to decommission or empty Sales Items, or from the improper decommissioning or emptying of Sales Items, or from the disposal of such materials and substances.
Content of the Contract Unless otherwise agreed in individual cases, the provisions of these T&C shall apply as the seller's own terms to the Sales Transactions between the seller and the buyer.
Jurisdiction If the Contractual Partner is a merchant (Kaufmann) within the meaning of the German Commercial Code [Handelsgesetzbuch], a legal entity under public law, or a special fund under public law, and the seller has a registered seat within Germany, the exclusive place of jurisdiction, including internationally, for all disputes arising from or in connection with the contractual relationship between the seller and the Contractual Partner shall be the registered seat of the seller. If the seller does not have a registered seat within Germany, the place of jurisdiction resulting from the statutory provisions shall apply, unless expressly agreed otherwise. The seller’s right to sue the Contractual Partner at their registered seat or place of business or at the seat of fulfilment (Erfüllungsort) shall remain unaffected.
C. Special Provisions for Sales Transactions on Maynards’ own Behalf
Reservation of Availability Maynards shall be entitled to withdraw from the contract if, in spite of a correspondingly concluded cover transaction (Deckungsgeschäft) with a third party, a respective Sales Item is not provided or provided in a timely manner by the third party for reasons not attributable to Maynards. Maynards shall undertake to inform the Contractual Partner of this circumstance immediately upon becoming aware of it and to refund any payments already made to the Contractual Partner without undue delay.
D. Special Provisions for Tenders
Conclusion of Contract 1.1 Participants in the tender shall submit a legally binding contract offer (Angebot) by entering a self-determined purchase price as a final offer by the specified date and time.
1.2 The respective offer shall be irrevocable. The binding nature of the offer shall expire if Maynards does not accept the offer within the period specified in Clause 1.3.
1.3 Any acceptance of the offer by Maynards shall ensue within three working days as of the day following the end of the tender runtime. A notice on the auction platform that the respective participant has submitted the highest offer shall not constitute acceptance of the participant's offer by Maynards.
1.4 If Maynards only conditionally accepts the participant's offer subject to a reservation, a contract with the seller, in the case of Sales Transactions on behalf of third parties, or Maynards, in the case of Sales Transactions on Maynards’ own behalf, shall only be concluded if Maynards declares the elimination of the reservation within ten calendar days.
1.5 The sending of a pro forma invoice or an invoice shall be considered an acceptance of the offer or an elimination of the reservation in the case of a previously conditional acceptance of the offer.
Tender Runtime 2.1 The time automatically managed and synchronized by the server's operating system ("system time") on the computer system used for operating the auction platform shall be decisive.
2.2 Maynards reserves the right to shorten the tender runtime or to end tenders prematurely.
E. Special Provisions for Online Auctions
Conclusion of Contract 1.1 Participants in the online auction shall submit a legally binding contract offer by entering a self-determined purchase price ("Bid") or by using the Buy-now option, if activated.
1.2 The respective Bid or use of the Buy-now option, if activated, shall be irrevocable. The binding nature of the Bid shall expire if a higher Bid is submitted by another participant before the end of the auction runtime or if the Buy-now option, if activated, is used by another participant.
1.3 Any acceptance of the participant’s respective Bid or Buy-Now offer by Maynards shall ensue within three working days as of the day following the end of the tender runtime. A notice on the auction platform that the respective participant has submitted the highest offer shall not constitute acceptance of the participant's offer by Maynards.
1.4 If Maynards conditionally accepts the participant's offer subject to a reservation, a contract with the seller, in the case of Sales Transactions on behalf of third parties, or Maynards, in the case of Sales Transactions on Maynards’ own behalf, shall only be concluded if Maynards declares the elimination of the reservation within ten calendar days.
1.5 The sending of a pro forma invoice or an invoice shall be considered an acceptance of the offer or an elimination of the reservation in the case of a previously conditional acceptance of the offer.
Tender Runtime 2.1 The system time on the computer system used for operating the auction platform shall be decisive.
2.2 If a maximum bid is submitted within three minutes before the end of the auction runtime, the auction runtime is extended by a further three minutes.
2.3 Maynards reserves the right to shorten the tender runtime or to end tenders prematurely.
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