General Terms and Conditions

carmoto tectum GmbH

“Car dealers”

Preamble

carmoto tectum GmbH provides a platform for brokering vehicle sales at the URL www.carsale24.com The provider of the service is carmoto tectum GmbH, Schopenstehl 20, 20095 Hamburg. Only entrepreneurs who are commercially active in the purchase and/or sale of motor vehicles can be “Buyers” (hereinafter “Dealers”). The motor-vehicle listings constitute an invitation to submit purchase offers and are not themselves binding sale offers. They contain the advertisement of the motor vehicle and, where applicable, a condition report (hereinafter “listing”).

The Seller T&C apply to “Sellers”.

1 General provisions, subject matter of the contract

(1) These T&C apply to the entire service offered by carmoto tectum GmbH on www.carsale24.com and its associated sub-pages (hereinafter “offering”). They apply to all business relationships between carmoto tectum GmbH and the “Dealer”. The version valid at the time the contract is concluded is decisive. The offering is aimed at “Dealers” in the territory of the Federal Republic of Germany.

(2) Deviating, conflicting or supplementary T&C do not become part of the contract, even if known, unless their validity is expressly agreed to in writing.

(3) carmoto tectum GmbH provides a platform on www.carsale24.com via which the properly registered “Sellers” and “Dealers” can get in contact with each other after an offer is accepted. Listings by the “Sellers” about motor vehicles are stored on the platform.

(4) These T&C govern the provision of the services by carmoto tectum GmbH and the use of these services by the “Dealers”.

(5) carmoto tectum GmbH is entitled to make changes to the description of services or the T&C, only for good cause (new technical developments, changes in case law, etc.). If the contractual balance is significantly disturbed, the change is omitted. Otherwise, changes require the “Dealer’s” consent; they are communicated 14 days before they take effect.

(6) Use requires that the “Dealer” registers on carsale24.com and is activated. There is no entitlement to activation. carmoto tectum GmbH may reject registration applications without giving reasons.

(7) Registration is only permitted if the “Dealer” is of legal age and has unrestricted legal capacity. Registration is prohibited for minors. In the case of a legal entity, registration must be carried out by a natural person with legal capacity and authority to represent.

(8) carmoto tectum GmbH undertakes the brokering of contact between “Seller” and “Dealer”. Neither the conclusion of the contract nor the successful performance of the contract is owed. carmoto tectum GmbH accepts no responsibility for the conclusion, content and execution of brokered contracts.

(9) Before the sale, carmoto tectum GmbH makes no declaration about the condition and characteristics of the vehicle offers. No examination is carried out before the sale. All information on technical data, characteristics, condition, prior damage, etc., is provided exclusively by the “Seller”. No warranty is accepted for accuracy and completeness.

(10) The Seller T&C apply exclusively to the business relationships between carmoto tectum GmbH and the “Sellers”.

(11) Should a condition report be prepared at the “Seller’s” request, the following applies: The appraiser is independent. They are neither an employee nor a vicarious agent of carmoto tectum GmbH. Any contractual liability of carmoto tectum GmbH for the appraiser towards the “Dealer” is expressly excluded.

(12) carmoto tectum GmbH offers its service either as a pure brokerage service or as a brokerage service with a “purchase option”.

1. a) With pure brokerage, contracts are concluded only between “Seller” and “Dealer”; carmoto tectum GmbH is not a contracting party and does not act as a representative or vicarious agent. b) If at least one party commissions carmoto tectum GmbH with the purchase (“purchase option”), carmoto tectum GmbH simultaneously enters the transaction and acts as buyer for the “Seller” and as seller for the “Buyer”.

2 Registration

(1) The “Dealer” must complete the registration form fully and truthfully and send it via the “Submit” button. They must provide truthful, accurate, current and complete registration data and update it as needed. Receipt of the form is confirmed electronically without delay.

(2) As part of the registration process, the “Dealer” must submit a current business licence or commercial register extract (no older than two weeks), the signed T&C and a copy of the ID card of the managing director/owner, by fax, email or post.

(3) carmoto tectum GmbH is entitled to refuse registration without giving reasons.

(4) Upon registration and activation of the membership account, a usage contract comes into effect between the “Dealer” and carmoto tectum GmbH. By completing the form, the “Dealer” submits their offer; by activating it, carmoto tectum GmbH accepts it.

3 Rights and obligations of the “Dealers”

(1) Each “Dealer” bears full and sole responsibility for their activities within the offering.

(2) The “Dealer” must protect their access against unauthorised use, in particular keep their password secret, and is liable for any unauthorised use made possible by their conduct, insofar as they are at fault. If misuse is suspected, carmoto tectum GmbH must be notified immediately.

(3) The “Dealer” consents to their purchase offer being made accessible to the “Seller”.

(4) The “Dealer” is prohibited from providing contact details that enable direct contact by others, in particular “Sellers” (telephone or fax number, email, internet address, etc., for contact independent of carmoto tectum GmbH).

(5) The “Dealer” is obliged to carry out the deregistration or re-registration of the “Seller’s” motor vehicle without delay after purchase (Section 27(3)(1) StVZO) and to send the “Seller” a confirmation without delay by post or as a scanned document. Any costs arising for the deregistration/re-registration are borne in full by the “Dealer”, without charging them to the “Seller”.

(6) The “Dealer” acknowledges that offered vehicles are sold with a complete exclusion of liability for material defects, and implements this by including the exclusion in their bid or accepting an exclusion used by the “Seller”.

(7) The “Dealer” is obliged to take delivery of the purchased vehicle from the “Seller”.

(8) The “Dealer” is obliged to pick up the purchased vehicle within 7 working days of concluding the used-car purchase contract at their own expense at the stated location, or to have it picked up by a third party or by carmoto tectum GmbH.

(9) If the “Dealer” is responsible for a purchase contract with the “Seller” not coming into effect, they are obliged to pay carmoto tectum GmbH the commission for brokering the relevant vehicle in accordance with the applicable price list for dealers.

(10) If the “Dealer” withdraws from the purchase contract because the “Seller” does not hand over the vehicle, or for another reason not attributable to the “Dealer”, they owe no commission. They must submit proof in writing no later than one working day after the end of the pick-up period.

(11) The membership account is not transferable.

4 Scope of permitted use

(1) The “Dealer’s” authorisation to use is limited to access to the procedure and to the use of the services available on the portal within the framework of these T&C.

(2) carmoto tectum GmbH points out that the “Dealer’s” usage activities may be monitored within the legally permitted scope.

5 Posting of the Dealer’s own content

(1) A precondition for using the offering is the creation of a membership account by the “Dealer”.

(2) The “Dealer” grants carmoto tectum GmbH a free of charge and transferable right of use of the respective content, unlimited in time and place, including the right to grant sub-licences.

Services of these companies are accepted via carmoto tectum GmbH.

(3) The “Dealer” is fully responsible for the content posted. carmoto tectum GmbH does not check for completeness, accuracy, legality, timeliness, quality and suitability. The “Dealer” warrants that they are the sole rights holder or otherwise entitled to post the content and grant the rights.

(4) carmoto tectum GmbH does not guarantee that the account holder is the person they claim to be.

(5) The “Dealer” indemnifies carmoto tectum GmbH against all third-party claims in connection with the content posted in their membership account, including the purchase offer.

6 Purchase offer

(1) The “sale” begins with the posting of the sale offer on www.carsale24.com. From the start of the “bidding round”, time-limited purchase offers may be submitted. The “bidding round” ends after a set period. The “sale” ends with the expiry of the “bid acceptance period” after the end of the “bidding round”.

(2) The purchase offers are limited in time to the end of the “sale”. For acceptance, a period pursuant to Section 147 BGB is set for the “Seller”, ending with the “sale”. The contract can therefore only be concluded from the start of the bidding round until the end of the bid acceptance period.

(3) A purchase offer is submitted by the “Dealer” clicking “Submit bid”, entering a EUR value (always GROSS) and confirming it. The offer is limited until the end of the “sale”. The “Dealer” is bound:

a) for “residual-value vehicles” for up to four weeks,

b) for “used cars” three working days after the end of the bidding period – unless, by way of exception, a shorter or longer period has been agreed.

The bid is binding after the end of the bidding period for the vehicle in question, unless a shorter or longer period has been agreed upon in an individual case.

(4) By posting the sale offer, the “Seller” does not make a binding sale offer.

(5) By submitting the purchase offer, the “Dealer” makes a binding purchase offer. The “Seller” can accept it by clicking “Accept bid”; this brings a purchase contract into effect. A submitted purchase offer cannot be withdrawn, changed, edited or replaced by a lower one.

(6) The “Dealers'” offers reach the “Seller” by email and/or fax and/or telephone and can be viewed in the protected area.

(7) After the end of the “bidding round”, the “Seller” can accept an offer. The offers are binding until the expiry of the “sale”. The “Seller” only has to accept an offer if their price expectation was reached before the end of the bid acceptance period.

(8) If the “Seller” accepts a purchase offer, a contract comes into effect between “Seller” and “Dealer”. Unless otherwise agreed, the “purchase contract for the sale of a used motor vehicle” applies. carmoto tectum GmbH is neither a representative nor a broker and accepts no responsibility for the initiation, conclusion and performance of the contract.

(9) If the offered vehicle is already known to a “Dealer” from a third party, they must report this without delay. At the latest with their bid, the “Dealer” confirms that they first saw the vehicle via carsale24 and wish to acquire it via the platform. The commission claim is due pursuant to Section 652(1) BGB upon conclusion of a valid purchase contract if the latter is based on the referral/brokerage activity. Whether the contract was concluded directly via the platform is immaterial for this.

7 Purchase option

(1) If at least one party commissions carmoto tectum GmbH with the purchase handling, it enters the transaction pursuant to § 1 (12) b).

(2) If carmoto tectum GmbH also carries out the pick-up from the “Seller”, it checks the condition and characteristics, compares these with the vehicle offer and makes a declaration about this to the “Buyer”. Inspection and comparison only take place if the purchase option incl. pick-up is used.

(3) Within the purchase option, the transfer of risk between “Seller” and carmoto tectum takes place upon handover from the “Seller” to carmoto tectum GmbH or a service provider commissioned by it.

(4) Within the purchase option, the transfer of risk between carmoto tectum GmbH and the “Buyer” takes place upon handover from the “Seller” to carmoto tectum GmbH or a service provider commissioned by it.

(5) For transport from the place of collection to the “Buyer”, carmoto tectum GmbH acts as a service provider commissioned by the “Buyer”.

(6) The “Dealer” has no right of set-off in respect of vehicle invoices within the purchase option. Counterclaims must be asserted independently of the obligation to pay the purchase price.

(7) The “Dealer” cannot [exercise] any right of retention in respect of vehicle invoices within the purchase option. Counterclaims must be asserted independently of the obligation to pay the purchase price.

(8) Unless already paid for by the “Buyer” before delivery, the vehicle remains the property of carmoto tectum GmbH until full payment (retention of title).

8 Traffic offences, administrative offences and disturbances of the peace

(1) The dealer shall be liable without limitation for all breaches of road traffic and public order regulations, as well as other statutory provisions, and for all infringements of possession caused by the dealer itself, its employees, vicarious agents or third parties to whom it entrusts the vehicle, during the period in which it has actual control over the vehicle. The period of actual physical control begins upon handover or collection of the vehicle (including test drives, transfer, collection and transport) and ends upon its return or transfer to an authorised third party.

(2) The dealer undertakes to operate the vehicle, or to ensure that it is operated, in a proper manner and in compliance with applicable laws and regulations, and shall ensure that both the dealer and the relevant driver are familiar with the traffic regulations applicable at the place of use. The dealer shall bear all fees, tolls and road-use charges, levies, fines, warning fines and penalties incurred in connection with the use of the vehicle.

(3) The dealer shall indemnify carmoto tectum GmbH and the respective seller or owner of the vehicle against all fines, penalties, fees, out-of-pocket expenses and other costs claimed by authorities or other bodies in connection with such offences. This indemnity shall also cover the costs of legal defence.

(4) The dealer shall pay a flat-rate fee in accordance with the price list valid at the time of the offence for processing and responding to requests for information from law enforcement authorities, claims under owner’s liability, or enquiries from other third parties regarding the identification of the driver in connection with traffic offences, administrative offences, criminal offences or disturbances of possession committed whilst the vehicle was in the dealer’s possession. The flat-rate fee shall not apply if the dealer is not responsible for the underlying offence. The dealer reserves the right to prove that no costs were incurred or that the costs were significantly lower; carmoto tectum GmbH reserves the right to claim further damages.

(5) The dealer is obliged, upon first request, to provide within five working days the information required to identify the driver (name, address, date of birth, driving licence details). To this end, the dealer must ensure that the data protection requirements are met in relation to its employees and agents.

9 Registration costs – membership account

Registering a membership account is free of charge.

10 Rights of carmoto tectum GmbH

(1) The usage relationship can be terminated for good cause.

(2) In the event of a breach of these terms and conditions or a justified suspicion of a breach by the “Dealer” or a person attributable to them, carmoto tectum GmbH is entitled to exclude the “Dealer” and, where applicable, to delete the content used immediately.

(3) carmoto tectum GmbH is not bound by a contract concluded between “Seller” and “Dealer”, unless an assignment agreement has been concluded. A successful brokerage is not guaranteed, no warranty is given; there is no liability for an unsuccessful brokerage.

11 Limitation of liability

In the context of using the offering, carmoto tectum GmbH is liable in accordance with the following provisions:

1. For damage caused intentionally or by gross negligence by carmoto tectum GmbH or by its legal representatives, executive employees or ordinary vicarious agents, it is liable without limitation.

2. In the case of slightly negligent breach of only immaterial contractual obligations, carmoto tectum GmbH is not liable. Otherwise, liability for damage caused by slight negligence is limited to the damage typically foreseeable within the contract. This also applies to slightly negligent breaches of duty by legal representatives, executive employees or ordinary vicarious agents.

3. The above limitations of liability do not apply in the case of malice, in the case of bodily injury or personal injury, for the breach of guarantees, or for claims under product liability.

12 Warranty

(1) carmoto tectum GmbH does not warrant that its offering is accessible and error-free at all times, in particular insofar as access is caused by disruptions outside its sphere. The offering is provided without assurance and guarantees.

(2) In the event of unavailability or other performance disruptions, the “Seller” or “Dealer” can contact customer service on +49 40 – 573 083 610.

(3) carmoto tectum GmbH does not warrant the accuracy of the content of condition reports and does not guarantee that the content is free of errors, in particular that factual findings, assessments and the stated value are correct. Liability for this is expressly excluded.

13 Costs

(1) Registration and the submission of purchase offers is in principle free of charge.

(2) A transaction fee is charged per transaction and per motor vehicle in accordance with the applicable price list. (https://app.carsale24.com/s/docs/de-de/carsale24-preisliste.pdf).

(3) The offered price is binding. The statutory VAT is not included in the price.

(4) The transaction fee is collected automatically after each transaction individually by direct debit. The “Dealer” revocably authorises carmoto tectum GmbH to collect by direct debit. If a debit fails for reasons attributable to the “Dealer”, a flat-rate charge per unsuccessful attempt may additionally be charged in accordance with the price list, unless the dealer proves lower/no costs. This applies in particular to returned direct debits due to insufficient funds, account closure or incorrect account details.

(5) The revocation of the direct-debit mandate must be made in writing. The payee must be notified at the same time.

(6) An objection to a debit entry that has already been made is excluded under the direct-debit mandate procedure. The “Dealer” cannot demand a refund of a payment corresponding to this mandate. Reference is made to the special provisions of the direct-debit conditions.

(7) The “Dealer” has a right of set-off only if their counterclaims have been established with legal force or recognised by carmoto tectum GmbH, and only in relation to the transaction fee.

(8) The “Dealer” can only exercise a right of retention if their counterclaim is based on the same contractual relationship.

14 Termination

(1) “Dealers” can terminate the usage contract at any time. A notification by email to customer service is sufficient; termination can also be made by post to carmoto tectum GmbH, Schopenstehl 20, 20095 Hamburg. Upon receipt, customer service sends a confirmation email, which the “Dealer” must confirm again. Only after that is the membership account deleted – for the “Dealer’s” security, so that it cannot be deleted by third parties.

(2) If purchase offers of the terminated “Dealer” are still active within a bidding round or subsequent bid acceptance period, they remain fully bound by their offers in the event of a sale by the “Seller”.

15 Data protection

(1) Through the “privacy policy”, carmoto tectum GmbH provides information about the data processing.

(2) The collection, processing and use of personal data for marketing purposes requires the consent of the “Seller” or “Dealer”. Both can withdraw this (see “data-protection consent”).

16 Severability clause

Should a provision be or become invalid, the legal validity of the remaining provisions remains unaffected. In place of the invalid provision, a valid provision that comes economically closest to what was intended is deemed agreed.

17 Applicable law

The terms are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

18 Place of jurisdiction

If the “Dealer” 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 is Hamburg. The same applies if the “Dealer” has no general place of jurisdiction in Germany or if their domicile or habitual residence is not known at the time the action is brought.

Version: 24.03.2025