ReMach GmbH
Elbringhausen 22
42929 Wermelskirchen
Germany
1. General & Scope of Application
(1) ReMach GmbH, hereinafter referred to as “ReMach”, is an international service provi-der for used machinery, offering tailored solutions for manufacturing companies, machi-ne manufacturers and their sales partners, banks, and insolvency administrators. The service portfolio includes in particular appraisals/reports, purchases, sales on behalf of customers (commissioned marketing), clear-outs, dismantling measures, as well as in-dividual combinations of services.
(2) ReMach provides an online marketplace (“online”) which essentially consists of a database, a website, and various data-processing systems (hereinafter: “ReMach Plat-form”) through which used machines, plants/equipment, and other surplus assets and remaining stock are marketed.
In addition, ReMach supports its customers in marketing items through traditional sales and other brokerage and service activities outside the ReMach Platform (“offline”).
(3) These General Terms and Conditions (GTC) apply only to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law within the meaning of Section 310 (1) BGB; these are her-einafter referred to as “Customers”. Consumers within the meaning of Section 13 BGB are excluded from using the webshop and the ReMach Platform. With each order and registration, the Customer assures that it acts as an entrepreneur and not as a consu-mer. ReMach is entitled to request proof of entrepreneurial status by submission of a business registration certificate, an extract from the commercial register, or a valid VAT identification number.
(4) These GTC apply to the entire business relationship between ReMach and the buyer. To the extent that a contract or several contracts exist between ReMach and the Custo-mer, these ReMach GTC shall always form an integral part thereof and shall apply unless conflicting agreements have been made. ReMach is entitled to amend these GTC with effect for future contracts. Amendments will be communicated to the Customer in text form at least six (6) weeks before they take effect. If the Customer does not object to the validity of the new GTC within six (6) weeks of receipt of the notification, the amended GTC shall be deemed accepted. ReMach will specifically draw the Customer’s attention in the notification to the right of objection and the significance of the objection period.
(5) Any terms or contract-modifying provisions of the Customer are hereby rejected; they shall become effective only if ReMach expressly agrees to their inclusion in writing.
2. Use of the Website & Online Platform
(1) ReMach is the sole operator and administrator of the Platform.
(2) When describing items and carrying out transactions, Customers must comply with ReMach’s online instructions.
(3) Use of the Platform is limited to the Customer’s internal business purposes. All other rights to the Platform remain with ReMach.
(4) ReMach may reject items, purchase requests, or offers without stating reasons or may change product groups. Changes to the user interface are reserved. The ReMach system time shall be decisive for deadlines.
(5) Customer data is anonymized vis-à-vis other users. ReMach will provide contact de-tails only in the event of a contract conclusion or an on-site inspection. Data is stored in machine-readable form and used only for contract processing and for fulfilling statutory obligations. Further information can be found in the Privacy Policy at: https://www.re-mach.com/en/data-privacy
(6) Customers wishing to use ReMach’s online services must register in advance. All in-formation requested in the registration form must be provided completely and truthfully. Upon request, an official proof of identity must be provided.
The Customer confirms that it is not a consumer within the meaning of Section 13 BGB but an entrepreneur, a legal entity under public law, or a special fund under public law within the meaning of Section 14 BGB. Any changes to the provided data must be com-municated to ReMach without undue delay.
(7) Upon registration, the Customer selects a member name and password. The member name must not infringe third-party rights and must not violate public morals. The Customer shall inform ReMach without undue delay if misuse of its access data is sus-pected.
(8) If registration is carried out by a representative, ReMach may request proof of the re-presentative’s authority.
(9) Upon ReMach’s acceptance of the registration, a master agreement is concluded re-garding use of the Platform and the execution of contracts in accordance with these GTC.
(10) Use of the ReMach Platform is limited to Customers from the countries selectable during registration.
(11) Sellers must additionally provide comprehensive information when creating an ac-count (e.g., name, address, VAT ID, commercial register extract, beneficial owners) and support the checks required by ReMach and payment service providers as part of anti-money laundering prevention (in accordance with applicable law). Sellers shall indem-nify ReMach and payment service providers against third-party claims arising from these checks.
3. Conclusion of Contract
(1) Offers by ReMach are subject to change and non-binding. Documents belonging to an offer, such as illustrations, drawings, weight and dimension information, are only appro-ximate values unless expressly declared binding. If ReMach provides drawings or techni-cal documents to the Customer regarding the item to be delivered, these remain Re-Mach’s property. If an order is to be regarded as an offer within the meaning of Section 145 BGB, ReMach may accept it within two (2) weeks.
(2) Orders placed by the Customer are binding for the Customer. Unless ReMach provi-des a different written confirmation, a contract is concluded only upon ReMach’s written order confirmation or upon delivery of the goods. Verbal ancillary agreements require written confirmation. If the Customer disagrees with the confirmation, it must object in writing without undue delay, at the latest within seven (7) days of receipt. If no objection is made within this period, the confirmation shall be deemed bindingly agreed.
(3) The type and scope of the respective item of purchase are determined by the written description. Images, especially photographs, are non-binding, may differ from the origi-nal, and serve solely to illustrate the general type of item. Accessories and tools are part of the item of purchase only if expressly stated. Information not contained in the ca-talogue or on the ReMach Platform may be inspected at the storage location, where ap-plicable. The Customer is strongly advised to inspect the items prior to purchase. In-spection appointments must be coordinated with ReMach. If the Customer waives an inspection, the purchase shall be made based on the description and images.
(4) ReMach’s offers are always subject to the suspensive condition that both the conclu-sion of the contract and its content and subject matter are permissible under export control law. In particular, no embargo-specific restrictions may conflict with the contract. In addition to Clause eight (8) (Restrictions under Foreign Trade Law & Export Control), ReMach expressly reserves the right to conduct an appropriate review.
(5) Amendments and additions to the contract require ReMach’s written confirmation. This also applies to any waiver of the written form requirement itself.
(6) Assignment of rights under the contract by the Customer is permitted only with Re-Mach’s prior written consent; payment claims are excluded from this requirement.
4. Remuneration & Payment Terms
(1) ReMach is entitled to the contractually agreed remuneration for services rendered. Due date and amount of remuneration are governed by the agreements in the respective contract.
(2) Statutory VAT is not included in the stated prices and will be shown separately at the statutory rate applicable at the time of invoicing.
(3) Invoices are due for payment immediately upon receipt without deduction. If the Customer is in default of payment no later than seven (7) calendar days after receipt of the invoice, ReMach is entitled to charge default interest at a rate of nine (9) percentage points above the applicable base interest rate pursuant to Section 288 (2) BGB. Further claims for damages due to late payment remain reserved.
(4) The purchase price is due immediately upon conclusion of the contract unless otherwise agreed. If the Customer is in default of payment, ReMach may withdraw from the contract and/or claim damages in lieu of performance. In the event of withdrawal or damages, ReMach is entitled to otherwise dispose of the delivery item. If the new dispo-sal results in lower proceeds, the Customer shall bear the difference and the associated costs. Any surplus proceeds remaining after deduction of disposal costs shall not be due to the Customer.
(5) For brokerage services outside the ReMach Platform, ReMach’s entitlement to remu-neration remains in place even in the event of withdrawal or damages, provided the bro-kerage has already taken place.
5. Delivery, Collection & Performance Deadlines
(1) Delivery periods and dates are only approximately binding unless expressly confirmed in writing by ReMach. If delivery dates are delayed due to late clarification of all order de-tails or due to the Customer’s failure to provide necessary advance performance, the pe-riods shall be extended accordingly. Delivery dates shall be deemed met upon notificati-on of readiness for dispatch.
(2) ReMach is entitled to make partial deliveries insofar as this is reasonable for the Customer and does not fall below a reasonable minimum.
(3) The Customer must check and sign the delivery note upon receipt of the goods. Any objections must be reported to ReMach in writing without undue delay. Otherwise, the signed delivery quantity shall be deemed acknowledged.
(4) If delivery is delayed due to operational disruptions, official measures, failure of supp-liers to deliver, or force majeure, the delivery period shall be reasonably extended. Force majeure also includes labor disputes such as strikes or lockouts affecting ReMach or its suppliers. Claims for damages are excluded in such cases in accordance with Clause ten (10) (Limitations of liability).
(5) Delivery and compliance with delivery deadlines are subject to ReMach’s timely and complete self-supply.
(6) If performance becomes impossible before transfer of risk for reasons for which Re-Mach is responsible, the Customer may withdraw from the contract. In the case of partial impossibility, the Customer may withdraw from the entire contract only if it demonstra-tes a legitimate interest in rejecting the partial delivery. Further claims for damages are excluded.
(7) If the Customer is in default of acceptance or breaches cooperation obligations, it remains obliged to pay and to fulfill its performance obligations.
(8) After expiry of an additional grace period set with a threat of refusal, ReMach is entit-led to withdraw from the contract and freely dispose of the returned goods at the Customer’s expense.
(9) Unless otherwise agreed, delivery is ex works/warehouse (drop shipment). Prices are to be understood accordingly.
(10) Unless other collection obligations have been agreed, the Customer must collect the goods without undue delay after conclusion of the contract, at the latest within four-teen (14) calendar days after conclusion of the contract, at the storage location. The goods will be released only after full payment. If the collection period is exceeded, the Customer is liable for storage, preservation, and other resulting costs in a reasonable amount. After expiry of a reasonable further period of fourteen (14) calendar days, Re-Mach may store, dispose of, or scrap the goods at the Customer’s expense.
(11) Transport of the goods shall generally be at the Customer’s expense. The Customer bears all transport, insurance, packaging, customs, and other ancillary costs.
6. Transfer of Risk & Acceptance
(1) The risk of accidental loss or deterioration passes to the Customer at the start of loa-ding or dispatch, including partial deliveries or if ReMach performs additional services such as freight costs, delivery, installation, or commissioning. If acceptance is предусмотрен/contractually provided, acceptance shall be decisive for the transfer of risk. Acceptance must take place without undue delay on the agreed date or, alterna-tively, after notification of readiness for acceptance, and may not be refused due to minor defects.
(2) If dispatch or acceptance is delayed for reasons not attributable to ReMach, risk pas-ses to the Customer from the date of notification of readiness for dispatch or accep-tance.
7. Retention of Title & Securities
(1) ReMach retains title to the delivered goods until full payment of all claims arising from the supply contract. In the event of breach of contract by the Customer, in particular default of payment or an insolvency filing, ReMach is entitled to take back the goods after issuing a reminder; the Customer is obliged to surrender them. In the event of third-party interventions, the Customer must inform ReMach immediately in writing.
(2) ReMach is entitled, until transfer of title, to insure the delivery item at the Customer’s expense against theft, breakage, fire, water, and other damages unless the Customer provides evidence of its own insurance.
(3) The buyer may resell the goods subject to retention of title in the ordinary course of business. The buyer hereby assigns to ReMach all claims arising from the resale, inclu-ding claims arising from processing or mixing. ReMach may collect these claims itself as long as the Customer meets its payment obligations, but undertakes to refrain from doing so.
(4) Processing or transformation of the goods subject to retention of title is always car-ried out for ReMach. Mixing or combining with other items leads to co-ownership of the new item in the ratio of the value of the retained goods to the other goods.
(5) ReMach is entitled to request reasonable security. Securities shall be released insofar as their value exceeds the claims to be secured by more than 20%.
8. Restrictions under Foreign Trade Law, Export Control & Customs Declaration
(1) The Customer acknowledges that European and German foreign trade law applies to the export or transfer of goods, software, technology, and services with cross-border relevance. This includes in particular the EU Dual-Use Regulation (EU No. 2021/821), the Foreign Trade and Payments Act (AWG), the Foreign Trade and Payments Ordinance (AWV), as well as embargo and sanctions regulations.
(2) The Customer undertakes to comply with these provisions and, in particular, to ob-serve any required export licenses and embargo regulations. ReMach will inform the Customer in due time about any licensing requirements.
(3) At ReMach’s request, the Customer must provide complete and truthful information about the end use of the delivered goods and services and, if applicable, submit original end-use/end-user certificates (EUCs).
(4) If required export licenses/authorizations are not granted or are revoked, or if other legal obstacles exist that prevent performance of the contract, ReMach is entitled to withdraw from the contract in whole or in part. Claims for damages by the Customer are excluded.
(5) If delivery is delayed due to official licensing procedures, the delivery time shall be reasonably extended; liability for resulting damages is excluded.
(6) The Customer shall be fully liable for any damages or expenses incurred by ReMach due to culpable breaches by the Customer of export or embargo regulations.
8.1 Customs Declaration
(1) If ReMach acts as the exporter for customs purposes, all export declarations shall be made exclusively by ReMach or a representative commissioned by ReMach. The prepara-tion of export declarations by unauthorized third parties is prohibited.
8.2 Anti-Circumvention Clause Russia/Belarus
(1) Goods or technologies falling under Article 12g of Regulation (EU) No. 833/2014 must not be delivered or resold by the Customer, directly or indirectly, to the Russian Federati-on or Belarus.
(2) The Customer undertakes to establish suitable monitoring measures, in particular: (a) checking the end use and destination upon resale; (b) obtaining written end-use/end-user declarations (EUCs); and (c) documenting the supply chain to prevent violations by third parties in the supply chain.
(3) If the Customer becomes aware of violations by third parties, it shall immediately in-form the competent authorities and, upon request, provide ReMach with information demonstrating compliance with these obligations within two weeks.
(4) Violations of this clause constitute a material breach of contract. ReMach is entitled to terminate the business relationship, revoke existing contracts, and claim a contractual penalty of up to 25% of the goods value, but at least EUR 5,000. The contractual penalty shall be credited against any damages claim. ReMach reserves the right to prove higher damages.
9. Warranty & Notice of Defects
(1) The delivered items are used and/or not newly manufactured unless expressly agreed otherwise. ReMach assures that it is entitled to dispose of the items and that no third-party rights exist in the items. If new goods are delivered in individual cases, a warranty period of one (1) year applies to such new goods.
(2) Used goods are sold with the exclusion of any warranty unless expressly agreed otherwise. This exclusion of warranty does not apply to claims for damages due to gross negligence or intentional breach of duty, or in cases of injury to life, body, or health. Further claims by the Customer are excluded subject to the limitations of liability pursu-ant to Clause ten (10).
(3) Defect claims are governed by statutory provisions. Within the scope of the commer-cial duty to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB), the buyer must notify obvious defects in writing within seven (7) days after receipt of the goods. Hidden defects must be reported in writing without undue delay after discovery. Further claims by the Customer are excluded subject to the limitations of liability pursuant to Clause ten (10).
(4) The Customer is obliged to inspect the goods immediately upon receipt for defects and completeness. In the event of defects, the Customer must not modify, process, or pass on the goods before ReMach has had an opportunity to inspect and provide subse-quent performance (cure). In cases of imminent danger or to prevent damage, the Customer is entitled to remedy the defects itself or have them remedied by third parties, must inform ReMach without undue delay, and may request reimbursement of the ne-cessary expenses. Modifications or repairs carried out without prior consent result in the expiry of warranty claims.
(5) In the event of justified defects, ReMach is entitled to repair or deliver a replacement. Multiple repair attempts are permitted. If a reasonable grace period expires without suc-cess or repair is refused, the Customer has the right to withdraw from the contract. Further claims are excluded.
(6) The warranty excludes damage caused by improper handling, inadequate maintenan-ce, corrosion, normal wear and tear, or external influences. This applies in particular to wear parts such as rotating parts, drive components, and tools.
(7) Transport damage must be reported in writing immediately upon receipt of the goods. The Customer is obliged to take the necessary measures with the transport service pro-vider to safeguard recourse claims. Customary breakage or shrinkage within a reasonab-le scope does not constitute a defect.
(8) Delivery and compliance with delivery deadlines are subject to ReMach’s timely and complete self-supply.
(9) If the Customer is in default of acceptance or breaches its cooperation obligations, it remains obliged to pay and to perform the contract.
10. General Limitations of Liability
(1) If the delivery item cannot be used by the buyer in accordance with the contract due to errors or omitted advice by ReMach before or after conclusion of the contract, or due to breach of other contractual ancillary obligations (e.g., operating or maintenance instruc-tions), the provisions on warranty and liability shall apply accordingly. Further claims by the Customer are excluded.
(2) For damage not arising to the delivery item itself, ReMach shall be liable—regardless of the legal basis—only in cases of:
a) intent,
b) gross negligence of managing directors, corporate bodies, or senior executives,
c) culpable injury to life, body, or health,
d) fraudulently concealed defects or assumed guarantees,
e) defects for which ReMach is liable under the Product Liability Act (e.g., personal injury or property damage involving privately used products).
(3) In the event of culpable breach of essential contractual obligations (cardinal duties), ReMach shall also be liable in cases of simple negligence, but limited to the typical, fo-reseeable damage. Further claims are excluded.
(4) Insofar as ReMach’s liability is limited or excluded under the above provisions, this shall also apply to its corporate bodies, employees, and vicarious agents.
(5) Defect claims and liability of the Customer are governed by statutory provisions.
11. Confidentiality & Contractual Penalty
(1) The Customer undertakes to treat all business and technical information received from ReMach—especially personal data of other customers and information about the items, insofar as such information is not generally known (without fault of the Custo-mer)—as strictly confidential for at least 12 months beyond the end of the contract. Such information may be used exclusively for contract performance and must not be repro-duced or made accessible to third parties. This also applies to information obtained during on-site inspections, as well as technical documents, cost estimates, drawings, and calculations provided in the course of contract negotiations and performance. Ow-nership rights, copyrights, and other rights to such documents remain reserved.
(2) If the Customer violates this confidentiality obligation, ReMach is entitled to demand a reasonable contractual penalty. The contractual penalty amounts to at least EUR 3,000.00 per violation, but may be reduced to an appropriate amount by a competent court upon the Customer’s request (Section 343 BGB). Further claims for damages remain unaffected.
(3) If the Customer uses documents without authorization, ReMach may demand their immediate return.
11.1 Non-Solicitation
The Customer undertakes not to actively solicit employees of ReMach or of other custo-mers during the term of the contract and for 12 months after its termination.
12. Subcontractors
ReMach is entitled to use subcontractors for online and offline services. ReMach’s liabili-ty toward the Customer remains unaffected.
13. Miscellaneous Provisions
(1) All declarations and notices under the contract or these GTC are valid only in written form. The written form requirement is also satisfied if declarations are made by email or via the ReMach Platform.
(2) The Customer assures that it complies with all statutory provisions applicable to its business operations, in particular supervisory law, competition law, and data protection law. The Customer guarantees that its sales or purchase offers do not infringe third-party rights.
The Customer shall indemnify ReMach against all third-party claims resulting from viola-tions of these obligations.
(3) If individual provisions of the contract or these GTC are invalid or contain gaps, the validity of the remaining provisions shall remain unaffected. In place of the invalid provi-sion, a valid provision shall be deemed agreed that comes closest to the intent and pur-pose of the invalid clause.
(4) Note on online dispute resolution: The European Commission provides a platform for online dispute resolution at:
https://ec.europa.eu/consumers/odr
ReMach is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board, as contracts are concluded exclusively with entre-preneurs.
14. Place of Performance, Jurisdiction & Applicable Law
(1) Unless otherwise agreed, the place of performance for payment and delivery is Re-Mach’s registered office.
(2) If the buyer is a merchant, a legal entity under public law, or a special fund under public law, ReMach’s registered office shall be the exclusive place of jurisdiction for all disputes arising from the contractual relationship.
(3) The laws of the Federal Republic of Germany shall apply exclusively; private internati-onal law and the UN Convention on Contracts for the International Sale of Goods (CISG) are excluded.
Version: January 2026