General Auction Terms and Conditions GSD Auctions B.V.

These are the general auction terms and conditions that apply to all internet auctions organized by GSD Auctions.

Article 1 Definitions

General Auction Terms and Conditions: These general auction terms and conditions that apply to all internet auctions organized by GSD Auctions and all Purchase Agreements that result from the auction between Buyers and Sellers.

Bidder: A natural person or legal entity who has registered in the manner prescribed by GSD Auctions to participate in an Auction and places a Bid (or multiple bids) in an Auction organized by GSD Auctions.

Bid: The amount offered by the Bidder in an Auction for a Lot.

Consumer: A natural person acting for purposes outside his business or professional activity.

Consumer Purchase: The purchase concerning a movable item made between a Seller acting in the exercise of his trade, business, craft, or professional activity and a Consumer, in accordance with Article 7:5, paragraph 1 of the Dutch Civil Code.

Trustee: A person appointed by the court to settle a bankruptcy.

Participant: A Seller, Buyer, and/or Bidder.

GSD Auctions: The private company with limited liability GSD Auctions B.V., established in Leiderdorp, registered in the trade register of the Chamber of Commerce under number 89520378.

Lot: An Item or multiple Items presented as such (as a lot) on the Auction website by GSD Auctions in consultation with the Seller, on which Bidders can place bids in the Auction.

Purchase Agreement: The purchase agreement between the Seller on one side and the Buyer on the other, which comes into effect as a result of the Allocation following the Auction.

Purchase Price: The Purchase Amount plus the Auction Fees and any shipping or transport costs.

Purchase Amount: The amount offered by the Buyer for a Lot, for which the Lot is allocated to the Buyer by GSD Auctions.

Buyer: The Bidder to whom the Allocation has been made.

Personal Data: The (personal) data that must be provided to GSD Auctions by a natural person upon registration to place bids in an Auction.

Allocation: The explicit statement by GSD Auctions (on behalf of the Seller) to the Bidder that the Lot on which the Bidder has placed a bid is allocated to the Bidder. This statement serves as acceptance on behalf of the Seller within the meaning of Article 6:217 of the Dutch Civil Code.

Auction: The online auction via the Auction website for the sale of one or more Items.

Auction Service: The mediation in the conclusion of a Purchase Agreement by facilitating an Auction.

Auction Fees: The fees owed by a Buyer to GSD Auctions as consideration for the provision of the Auction Service, as stated on the Auction website.

Auction Account: A bank account held by GSD Auctions, on which Buyers must pay the Purchase Price and from which the Purchase Amount, less costs owed by the Seller to GSD Auctions, is paid to the Seller.

Auction Website: The auction website www.gsd-auctions.nl through which GSD Auctions offers its Auction Service.

Seller: The natural person or legal entity who has commissioned GSD Auctions to sell one or more Items in his name and on his account by means of an Auction.

Item or Items: One or more movable items as referred to in Article 3:3, paragraph 2 of the Dutch Civil Code.

Article 2 Applicability and Registration

2.1 To participate as a Seller or Bidder in an Auction, the Seller or Bidder must register with GSD Auctions in the manner indicated by GSD Auctions. By registering, the Seller and the Bidder agree to the applicability of the General Auction Terms and Conditions to the Auction and Purchase Agreements that result from the Allocation. Persons under the age of 18 or persons not authorized to perform legal acts are not allowed to register as Participants with GSD Auctions.

2.2 In the event of participation in an Auction at GSD Auctions, the Participants are bound to each other and to GSD Auctions by the provisions in the General Auction Terms and Conditions. Every Participant in an Auction at GSD Auctions is obliged to refrain from actions that could harm the interests of GSD Auctions as an online auction house.

2.3 GSD Auctions has the right to unilaterally amend these General Auction Terms and Conditions. The amended General Auction Terms and Conditions will apply from the first Auction following the day the amendment of the General Auction Terms and Conditions is published on the Auction website.

2.4 GSD Auctions reserves the right to refuse registration for an Auction at GSD Auctions and further participation in an Auction at GSD Auctions at any time and/or to unilaterally terminate it.

2.5 Participants must provide their information fully and truthfully when registering. The exclusive authority to assess whether the information has been provided fully and truthfully rests with GSD Auctions. Participants are responsible for timely informing GSD Auctions of any changes in the information they provided at registration. GSD Auctions is not liable to Participants for errors in the settlement of Purchase Agreements or otherwise resulting from the provision of incorrect or incomplete information by a Participant.

2.6 By registering, a Participant receives an account with GSD Auctions, enabling him to participate in an Auction. An account is strictly personal and cannot be transferred to a third party. A Participant has access to his account with a username and password provided by GSD Auctions. Participants are responsible for the proper use and confidentiality of their username and password. GSD Auctions is not liable for unauthorized use of a Participant's account by third parties. Participants are always bound by Purchase Agreements concluded through the use of their account.

2.7 An account can be terminated at any time by either GSD Auctions or a Participant with a notice period of five working days. Obligations arising before the termination of the account remain in effect after the termination of the account.

Article 3 Privacy Statement

GSD Auctions will use the data of a Participant in accordance with the provisions in the privacy statement on its Auction website.

Article 4 Security

4.1 GSD Auctions shall make reasonable efforts to secure its systems against data loss and/or any form of unlawful use, and shall take appropriate technical and organizational measures for this purpose.

4.2 A Bidder is obliged towards GSD Auctions to adequately secure his computer and any other device used to access the Auction Website against viruses or other unlawful programs or files that may spread via the internet. Furthermore, a Bidder must take sufficient measures to prevent unauthorized use of his password and username by third parties.

Article 5 The Auction Procedure

5.1 The manner of preparation and execution of the Auction is determined solely by GSD Auctions. This means, among other things, that GSD Auctions determines the course of events prior to and during the Auction and has the authority, if there are reasonable grounds in the opinion of GSD Auctions, to admit or exclude persons from the Auction, to exclude further participation, to auction or not to auction one or more Lots or to change the composition of Lots, to exclude Participants from the Auction, to reject a Bid as invalid, and to suspend, resume, extend, or cancel the Auction, and/or to take other necessary measures in its opinion.

5.2 The duration of an Auction is indicated on the Auction Website. This does not affect the right of GSD Auctions to cancel, terminate early, suspend, or extend an auction. For instance, GSD Auctions will exercise its right to extend an Auction if, due to technical malfunctions, the Auction is not accessible to all Bidders. However, GSD Auctions is not obliged to do so.

5.3 A Bidder is required to follow the instructions and directions given by or on behalf of GSD Auctions in the context of an Auction.

5.4 A Bidder accepts the special circumstances that may occur in an online auction and the (technical) imperfections that may arise. This includes, among other things, the (im)possibility of gaining (full) access to the Auction Website and/or an Auction, the inability to place a Bid or place it on time, malfunctions and/or defects in the Auction Website and/or the underlying hardware and/or network connections and/or the software on which the Auction Website runs. Furthermore, maintenance work on the Auction Website and/or the underlying system may obstruct unlimited access to the Auction Website and/or an Auction and/or the placement of a Bid.

Article 6 Description of Lots

Descriptions of a Lot and all information on the Auction Website are made to the best of one’s knowledge. In describing a Lot on the Auction Website, GSD Auctions depends on the information provided by a Seller or third parties about the Lot. GSD Auctions has no knowledge of the Lot being auctioned or any (limited) rights (of third parties), charges, or seizures related to the Lot. It is not possible for GSD Auctions to verify whether the information provided to it by the Seller or third parties for an Auction about the Lot is correct and complete. The Seller is responsible for the description of the Lot, although it may not always be possible for a Seller (such as a Trustee or a secured party) to provide complete information for the description of the Lot. A Bidder accepts that a description of a Lot may be incorrect or incomplete.

Article 7 Bidding

7.1 A Bid must be made in the manner indicated by GSD Auctions. The Auction is conducted by means of “ascending bids.” The Auction always implies a (public) invitation from the Seller to make an offer.

7.2 If a Bidder places a Bid on a Lot, this Bid is considered an offer to the Seller within the meaning of Article 6:217 of the Dutch Civil Code. Every Bid is considered irrevocable and unconditional, and a Bidder is bound by the Bid placed. Every Bidder placing a Bid is deemed to be bidding for himself and is personally bound to the obligations arising from his Bid.

7.3 If multiple persons declare to place a Bid jointly, they are jointly and severally liable to GSD Auctions and the Seller for the obligations arising from it.

7.4 A Bidder cannot invoke bidding or input errors or mistakes when placing a Bid.

Article 8 Formation of the Purchase Agreement

8.1 The Purchase Agreement is formed as a result of Allocation. The Purchase Agreement is between the Buyer and the Seller. GSD Auctions is not a party to this agreement. GSD Auctions acts only as an intermediary. If an auction takes place on behalf of a Trustee, the purchase agreement is concluded under the dissolving condition that the Judge-Commissioner withholds permission for the conclusion of the Purchase Agreement.

8.2 Allocation by GSD Auctions generally occurs to the Bidder with the highest Bid, unless there are compelling reasons in the opinion of GSD Auctions to deviate from this principle. If an auction is exceptionally conducted under the Seller's reservation of award, this is always explicitly stated on the Auction Website.

8.3 The risk of the Lot sold by a Seller to a Buyer through Allocation transfers from the Seller to the Buyer at the time of delivery by the Seller to the Buyer.

8.4 The Buyer purchases the auctioned Lots in the state in which they are at the time of delivery by the Seller to the Buyer. GSD Auctions and the Seller are not liable for hidden defects. Unless explicitly stated on the Auction Website or otherwise agreed in writing between Buyer and Seller, no guarantees apply.

8.5 If a Buyer purchases multiple Lots from the same Seller at an Auction, a separate Purchase Agreement is concluded for each Lot.

Article 9 Termination by Consumer under Article 6:230o BW

9.1 In the case of a Consumer Purchase, a Buyer who is a Consumer can terminate a Purchase Agreement without giving any reason until a period of 14 days has elapsed after the day on which the Consumer received the goods he purchased. If a Purchase Agreement relates to a Lot consisting of multiple movable items, the period starts on the day the Consumer received the last movable item.

9.2 A Consumer wishing to exercise the right of termination must do so by sending the withdrawal form (downloadable on the Auction Website) fully completed to GSD Auctions or by making another clear statement to GSD Auctions. The burden of proof for the correct and timely exercise of the right of termination rests on the Consumer.

9.3 Within 14 days of receipt of the Consumer's declaration of termination of the Purchase Agreement, GSD Auctions shall reimburse all payments received from the Consumer that serve as consideration for the movable items purchased by the Consumer for which the Consumer wishes to terminate the Purchase Agreement, including any delivery costs charged in advance. Unless GSD Auctions has offered to collect the goods delivered under the terminated agreement itself, the Consumer can only demand payment after GSD Auctions has received the goods or the Consumer has proved that he has returned the goods.

9.4 If a Lot consists of multiple movable items and the Consumer wishes to terminate the Purchase Agreement only for one or a few of these items, it is the exclusive authority of GSD Auctions to determine the value ratio between the different movable items making up the Lot.

9.5 The Consumer bears the costs of returning the goods.

9.6 The Consumer has no right of termination in the cases mentioned in the law, particularly in Book 6, Title 5, Section 2B of the Dutch Civil Code.

Article 10 Delivery and Transport

10.1 A Lot purchased by a Buyer will be delivered by the Seller to the Buyer once the Purchase Price for the Lot has been fully paid by the Buyer.

10.2 If a Seller has opted for sale with shipping ("Shipping Auction"), this will be indicated on the Auction Website. Shipping costs are then included in the Purchase Price that the Buyer must pay in advance to the Auction account. In a Shipping Auction, the Seller is responsible for shipping and transport, either personally or by using a shipping or transport company. Shipping and delivery occur to the address provided by the Buyer during registration at the front door on the ground floor. The time of delivery is the time of delivery, and the risk transfers from the Seller to the Buyer at that time.

10.3 If a Seller has chosen for a sale without shipping, it is a pick-up auction ("Pick-Up Auction"). Shipping costs are not included in the Purchase Price that the Buyer must pay in advance to the Auction account. In a Pick-Up Auction, the Buyer is responsible for arranging the transport of the purchased Lot(s) from the collection address provided by the Seller. The time of pick-up is the time of delivery, and the risk transfers from the Seller to the Buyer at that moment.

10.4 If in a Shipping Auction the Buyer and Seller agree after Allocation that the sold Lot(s) will be picked up by the Buyer from the Seller, the shipping costs are still included in the Purchase Price that the Buyer must pay in advance to the Auction account. GSD Auctions will then reimburse these shipping costs to the Buyer once the Buyer has confirmed in writing or by email to the Seller and GSD Auctions that the Buyer has picked up the Lot(s) purchased.

10.5 If it is necessary for delivery that the purchased goods are disassembled, the Buyer must arrange this at their own expense. The Buyer must ensure that the disassembly is carried out professionally without causing damage to third parties. The Buyer is liable for all damage resulting from the removal of the purchased goods. The Buyer indemnifies the Seller and GSD Auctions against all third-party claims related to the damage referred to in this paragraph.

10.6 The Buyer must strictly adhere to the time (the "Collection Date") and place for the delivery of the purchased Lot(s) as specified on the Auction Website or otherwise determined by GSD Auctions or the Seller. If the Buyer does not collect the goods or does not do so on time, GSD Auctions and/or the Seller are entitled to store the Lots at the Buyer’s expense and risk. The Buyer is then obligated to reimburse GSD Auctions or the Seller (depending on who incurred these costs) for all additional costs incurred by GSD Auctions or the Seller related to the failure to collect the goods on time, including storage costs, transport costs, labor costs, disassembly costs, and so forth. GSD Auctions or the Seller are entitled to retain the goods until the Buyer has fully paid these costs.

10.7 The provisions of the previous paragraph also apply to Shipping Auctions if the Buyer is not at home at the address indicated by the Seller or agreed upon by the Seller and Buyer for delivery (the "Collection Date").

10.8 The period within which the Buyer is obliged to collect the purchased Lot(s) ends, unless otherwise agreed, one day after the Collection Date. This period is a strict deadline. If this period expires without the Buyer collecting the purchased Lot(s), the Buyer is automatically in default.

10.9 In Pick-Up Auctions, the Seller and GSD Auctions are not responsible for (carefully) packing the Lot for transport. Additionally, the Seller and GSD Auctions are not liable for damage during transport caused by the transport company engaged by the Buyer.

10.10 If it turns out that the address provided by the Buyer at registration is incorrect in Shipping Auctions, GSD Auctions (on behalf of the Seller) is entitled to charge additional transport costs to the correct address.

Article 11 Invoicing and Payment (Taxes and Costs)

11.1 A Buyer owes GSD Auctions Auction Fees (buyer’s premium). GSD Auctions will send the Buyer a (pro forma) invoice for the Auction Fees owed to GSD Auctions (the "Auction Invoice") and for the amounts owed by the Buyer to the Seller, including VAT and any additional services such as transport costs.

11.2 Payment of the Auction Invoice by the Buyer to GSD Auctions must be made within two days of the invoice date. This payment term is a strict deadline. This means that the Buyer is automatically in default with respect to GSD Auctions and the Seller if payment is not made within this period, allowing GSD Auctions and the Seller to charge statutory interest and costs for extrajudicial collection.

11.3 A Buyer may only make payments electronically to the Auction account.

11.4 If the Seller or the Buyer terminates or otherwise contests the Purchase Agreement, the Buyer remains liable to GSD Auctions for the Auction Fees.

11.5 In case of non-payment, late payment, or incomplete payment, GSD Auctions, on behalf of the Seller, is entitled to terminate the Purchase Agreement and subsequently auction the goods again or allocate them to the second-highest Bidder.

11.6 If the Auction Website indicates that an item or items that are part of a Lot are margin products, this means that no VAT is owed. Bids on these Lots are considered to be without VAT. Bids on movable items, for which it is not explicitly stated that they are margin products, are exclusive of VAT. VAT is always owed on the Auction Fees.

Article 12 Termination

12.1 If the purchased Lot is not collected by the Buyer within the stipulated period, the Buyer is automatically in default, and the Seller has the right to terminate the Purchase Agreement with the Buyer by written notice, without owing any (compensation) to the Buyer.

Article 13 Liability

13.1 GSD Auctions is not liable for any damage suffered by a Participant as a result of their participation in the Auction, including damage arising from any malfunctioning of the Auction Website, except in cases of intent or gross negligence on the part of GSD Auctions.

13.2 GSD Auctions is never liable for indirect or consequential damage.

13.3 If and to the extent that a competent court, arbitrator, or other designated dispute resolver rules that GSD Auctions is liable despite the exclusion of liability, such liability is explicitly limited to the financial interest of the consideration involved in the Auction service provided by GSD Auctions.

13.4 The Seller of the goods is not liable for visible and hidden defects in the goods. The Bidder will need to conduct an investigation based on the description and photos of the goods on the Auction Website before placing a bid.

13.5 The Seller, Buyer, and Bidder indemnify GSD Auctions against all third-party claims arising from the Auction service provided by GSD Auctions in the broadest sense concerning the Purchase Agreements entered into or to be entered into.

Article 14 Applicable Law and Competent Court

14.1 Dutch law applies to these General Auction Terms and all legal relationships that may arise between GSD Auctions and Participants, as well as between Sellers, Buyers, and Bidders in the context of an Auction.

14.2 Disputes arising from or related to Auctions organized by GSD Auctions will be exclusively submitted to the competent Dutch court.

14.3 In disputes between Bidders, Buyers, and Sellers with a financial interest of one hundred euros or less, GSD Auctions will decide. In disputes with a financial interest greater than one hundred euros, GSD Auctions will make a proposal (a non-binding recommendation) to the parties involved regarding the resolution of the dispute. If a purchased Lot consists of multiple movable items and the dispute concerns only one or a few of these items, it is the exclusive authority of GSD Auctions to determine the value ratio between the different movable items comprising the Lot.

Article 15 Miscellaneous Provisions

15.1 GSD Auctions is entitled to amend the General Auction Terms from time to time. In the event of amendments, the new auction terms will apply from the first Auction following the publication of the new auction terms on the Auction Website.

15.2 In case of ambiguities or discrepancies between translations of the General Auction Terms and the Dutch text, the Dutch text prevails.

15.3 If a provision in the General Auction Terms is invalid, the validity of the other provisions remains unaffected. In such a case, the provision will be replaced by a new provision that, as much as possible, reflects the intent of the invalidated provision.