General Terms and Conditions
Definitions
In addition to the other definitions contained in these "General Terms and Conditions," the following terms shall have the meanings set forth below:
- "Buyer(s)": The term refers to the Bidder who, at the end of the Auction, has submitted the highest Bid (maximum Bid) and has received the Adjudication confirmation from Fleequid, after verification that the Reserve Price has been exceeded or the acceptance by the Bidder of any counter offer made by the Seller. This party thus becomes the actual purchaser of the Vehicle through the purchase of the Vehicle from Fleequid as the Seller's sales agent or, in cases where Fleequid acts as a pure Intermediary, directly from the Seller. This term always refers to the substantial Buyer, a party distinct from Fleequid.
- "Adjudication(s)": Refers to the status of the Bidder at the end of an Auction in which they have submitted the highest Bid (Maximum Bid), including after bid increments. The adjudication process is fully governed by Article 8 of these General Terms and Conditions.
- "Auction(s)": An electronic sales process operated via the Marketplace that involves one or more Bids and concludes with an Adjudication, which results in the sale of the Vehicle to the highest Bidder, under the conditions set out in these General Conditions.
- "Starting Price": The minimum price of the Vehicle above which potential Buyers can place Bids or make increases on the Marketplace.
- "Commissions": The commissions owed by both the Seller and the Buyer to Fleequid for the purchase and sale of Vehicles facilitated through the Marketplace or Fleequid’s sales services and systems. Unless otherwise agreed in writing between Fleequid and the parties, or unless indicated otherwise in the Special Auction Conditions, these Commissions are determined by Fleequid according to the Fleequid Fee Schedule published and available on the Marketplace at the following links: https://fleequid.com/de/pricing-seller and https://fleequid.com/de/pricing-buyer .
- "General Terms and Conditions" or "GTC": These are the present general contract conditions, available in the designated section of the Marketplace, which govern the relationships between Fleequid and the generality of Users.
- "Specific Auction Terms": These are special contractual conditions that specify, even in exception to the present GTC, the rules for adjudicating specific Vehicles within sections of the Marketplace dedicated to one or more Auctions. When present, these Special Auction Conditions can be viewed in the section of the Marketplace dedicated to the Auction and may include, by way of example but not limited to, special warranty conditions, restrictions on Bid submissions by Users who meet certain subjective requirements, specific Vehicle delivery terms or methods, or special Commissions or fees governing the specific Auction. The hierarchical relationship of the Special Auction Conditions with these GTC and any other Specific Conditions or contractual relationships is governed by Art. 3.3 of these GTC.
- "Specific Conditions": General contract conditions, additional to these General Conditions, specific to certain categories of Vehicles or Services available on the Marketplace. The relationship between the Specific Conditions and these General Conditions, as well as any other contractual sources, is governed by Article 3.3 of these General Conditions.
- "Contract/s": Depending on the context, this refers to the contractual relationships governed by these GTC as well as any Specific Auction Terms and Specific Terms. The Contract governs the sale of Vehicles by the Seller to Fleequid, acting as the Buyer’s sales agent, or the resale of Vehicles by Fleequid, acting as the purchasing agent, to the Buyer. The Contract may also govern the direct transfer of Vehicles from the Seller to the Buyer in cases where Fleequid acts as a pure intermediary. It should be noted that such contracts may be concluded verbally or through other means of expressing intent, and Fleequid does not necessarily require them to be in written form.
- "Consumer(s)": The natural person acting for purposes outside their entrepreneurial, commercial, handicraft, or professional activities, according to Art. 3 of Legislative Decree 6 September 2005, no. 206.
- "Security Deposit": The sum of money that the Bidder must pay to Fleequid when making a Bid in an Auction, serving as a guarantee of the seriousness of the offer.
- "Fleequid": Uniquely refers to the company Adorea S.r.l., with its registered office at Via Provinciale per Bizzarone, 43 – 22077 Olgiate Comasco (CO), Tax Code and VAT No. 04114790134, registered with the Como Companies Register No. 420825, email info@fleequid.com, and owner of the Fleequid® trademark. Whenever Fleequid is referred to as the formal buyer or seller in relation to Resale, Fleequid should never be confused with the substantive Buyer or Seller.
- "Encumbrance(s)": A constraint or burden, security interest, pledge, enforcement mandates, contractual obligations, retention of title, obligations related to taxes or duties, mortgages, pledges, or other encumbrances of any nature on the Vehicle that may impede or complicate its legal circulation and marketability. Any specification of the Vehicles that does not permit "free circulation" within the European Union or the lack of "CE certification" in compliance with the applicable European Union legislation, if required.
- "Pure Intermediary":: The condition where Fleequid acts solely as a facilitator of the Auction process, not conducting the Resale and thereby enabling the direct transfer and invoicing of Vehicles from the Seller to the Buyer.
- "Marketplace":Auction platforms and other types of platforms, apps, sites, and integrated services (available within the apps, sites, and services of other companies) that constitute an online market where Users can, under the conditions set by these General Conditions and any other pre-approved applicable agreements, buy and sell Vehicles and request and/or utilize other Services provided by Fleequid. These include, in particular, the Fleequid website accessible at: www.fleequid.com
- "Offer(s)": Purchase offers made by Bidders participating in the Auction to propose the purchase of the Vehicle at a set price.
- "Bidder(s)": Any Professional User participating in the Auction, making one or more Offers aimed at the Adjudication of one or more Vehicles. The Bidder becomes a Buyer when they achieve the final Adjudication of the Vehicle in their favor.
- "Parties": Refers collectively to Fleequid, the Seller, the Bidder, and/or the Buyer.
- "Clearing price": The price corresponding to the maximum Bid, equal to or greater than the Reserve Price, or otherwise subsequently accepted by the Seller or Buyer (in the case of the Bidder accepting a potential counteroffer from the Seller), at which point Fleequid conducts the binding Adjudication for both the Seller and the Buyer at the end of the Auction.
- "Reserve price": The minimum price threshold set by the Seller at or above which they agree to sell the Vehicle at the end of the Auction.
- "Professional(s)": A natural or legal person who acts in the exercise of their entrepreneurial, commercial, craft, or professional activity, or an intermediary thereof, excluding Consumers. This definition also includes "micro-enterprises," which are entities, companies, or associations that, regardless of their legal form, engage in economic activity, including individually or as a family, employing fewer than ten people and having an annual turnover or annual balance sheet total not exceeding two million euros, in accordance with Article 2, paragraph 3, of the annex to Commission Recommendation no. 2003/361/EC of 6 May 2003 and Article 18, letter d-bis of Legislative Decree no. 206/2005 (Consumer Code).
- "Sale Proposal": The listing through which the Seller, either independently or with the support of Fleequid, offers one or more Vehicles for sale at Auction or through another procedure available on the Marketplace.
- "Maximum Bid": The highest value among all Bids submitted by Bidders at the end of the Auction, including any bid increment. If, in accordance with these GTC, Fleequid has the right to cancel one or more Adjudications, the Maximum Bid is determined by excluding the value of the Bids related to the previously canceled Adjudications.
- "Resale": At the end of the Auction, resulting in an unconditional promise of sale by the Seller and an unconditional promise of purchase by the Buyer, the process—which may also be carried out in the forms provided by Article 1395 of the Italian Civil Code—by which Fleequid, if the Vehicle is not already its property and if it is not acting as a Pure Intermediary, purchases the Vehicle from the Seller at the Clearing price and resells it to the final Buyer.
- "Service(s)": The services, both offline and online, that may be made available by Fleequid to Users and are subject to Fees (such as Vehicle transportation and logistics services, and other services listed on the Marketplace), excluding those related to the brokerage of Vehicle sales on the Marketplace, which are subject to Commissions.
- "Technical Specifications": The set of information provided by the Seller, or indicated by Fleequid and approved by the Seller, concerning the technical and administrative characteristics of each Vehicle offered for sale on the Marketplace.
- "Fleequid Fee Schedule": This is the set of conditions governing the calculation, including as a percentage of the Clearing price, of the Commissions owed to Fleequid by both the Seller and the Buyer, in the event of and at the time of the Adjudication of one or more Auctions. The Fleequid Fee Schedule is available at the following links: https://fleequid.com/de/pricing-seller and https://fleequid.com/de/pricing-buyer .
- "Fees": The compensation, separate from Commissions, owed to Fleequid for providing one or more Services requested by Users.
- "User(s)": Any Professional, sole proprietorship, or legal entity that has completed the registration process on the Marketplace, or has otherwise joined by accepting these General Conditions, in order to access, view, use, or participate in Auctions on Fleequid's Marketplace to propose the purchase or sale of Vehicles and to utilize the offered Services, including Sellers, Bidders, and Buyers.
- "Vehicle(s)": Buses, both new and used, sold or listed by Sellers on the Marketplace.
- "Seller(s)": Any Professional who uses Fleequid's sales services and offers to sell their Vehicles. This term always refers to the substantive Seller, a party different from Fleequid. In cases where Fleequid assumes the role of the formal seller in the Resale process, it will always be referred to as Fleequid.
Any reference in these GTC to "days" is understood to refer to business days, where "business days" means the days of the week from Monday to Friday, from 8:30 AM to 12:30 PM and from 2:00 PM to 6:00 PM, excluding all public holidays in Italy. The applicable time zone is that of Fleequid's registered office.
Purposes
- Fleequid is a professional operator active in the management of large fleets with qualified expertise in the enhancement, through methods such as acquisition, evaluation, decommissioning, and disposal of corporate vehicles. Additionally, Fleequid is a provider of information society services, as defined by Regulation (EU) 2022/2065 of 19 October 2022, Directive 2000/31/EC, and Article 1, paragraph 1, letter b), of Directive (EU) 2015/1535, having designed, developed, and implemented an online marketplace where each user can buy and/or sell Vehicles as well as request and/or utilize other Services. The Marketplace operates particularly as an auction platform, allowing Sellers to advertise Vehicles available for sale and enabling Buyers to submit Offers, including through rebidding.
- These General Conditions are intended to regulate the terms and conditions by which Users join and can use the Marketplace, commission Fleequid to purchase or sell Vehicles via Auction, conclude Sales Contracts, or request and obtain additional Services.
- Users acknowledge and agree that, except in cases where Fleequid acts as a pure Intermediary (see subsequent Art. 2.6), Auctions are always conducted by Fleequid in its own name and on behalf of Users, with an irrevocable mandate to purchase or sell, pursuant to Art. 1703 and following of the Civil Code. Specifically, when a User operates on the Marketplace as a Seller by posting a Sale Proposal for a Vehicle, the User commissions Fleequid, who accepts, to sell, in the Seller's name and on their behalf, the Vehicles indicated from time to time at the Clearing price. This corresponds to: a. the value of the maximum Bid when it exceeds the Reserve Price, as previously indicated by the Seller; b. the maximum Bid lower than the Reserve Price, but expressly accepted by the Seller after the Auction; or c. the value of the counteroffer made by the Seller to the Bidder, which the Bidder has accepted. Conversely, when a User operates on the Marketplace as a Bidder, the User grants Fleequid, who accepts, an irrevocable commission to purchase, on behalf of the User but in the name of Fleequid, one or more Vehicles at the Clearing price determined at the end of the Auction process.
- Users acknowledge and agree that Fleequid generally operates as an agent for both the Bidder and the Seller, requesting and obtaining Commissions from both in the case of an Adjudication. Users expressly authorize Fleequid to conclude sales contracts pursuant to Art. 1395 of the Civil Code and recognize and accept that Fleequid is not involved in determining the content of each sales contract, as the Reserve Price for each Vehicle is always predetermined by the Seller and the Clearing price is determined in the Auction competition by the Buyer through the submission of purchase Offers and any bids. In light of the foregoing, the Parties expressly recognize and accept that the operational methods of the Marketplace, and the related sales process through Auction, represent adequate and sufficient conditions, similar to those indicated in the third paragraph of Art. 1515 of the Civil Code, for the autonomous and independent determination of the essential contents of the sales contract, excluding any conflict of interest on the part of Fleequid.
- Provided that the Vehicle is subject to a definitive Adjudication at the end of an Auction and that the conditions outlined in the subsequent Art. 6.8 are fulfilled, Fleequid performs the transfer of Vehicles and assigns the sale to their principals, typically through the Resale process. The Parties acknowledge that the Resale is conducted by Fleequid solely to enable the attribution of the sales contract to the respective represented parties (i.e., the Seller and the Buyer). To facilitate this Resale, Fleequid purchases the Vehicles from the Seller and transfers ownership to the adjudicated Buyer (mandatory sale pursuant to Art. 1478 of the Civil Code). Therefore, when a Vehicle is adjudicated on the Marketplace, under the terms and conditions set by these General Conditions, any Specific Conditions, any Special Auction Conditions, or any other applicable contractual agreements, the Seller is obligated to transfer ownership of the Vehicle to Fleequid, and the Buyer is obligated to purchase the same Vehicle from Fleequid, according to the terms resulting from the Adjudication.
- Under the same conditions established in the previous clause, and in all cases where, at its sole discretion, even after the Adjudication, Fleequid decides not to conduct the Resale but to act as a pure Intermediary, the transfer of Vehicles occurs directly from the Seller to the Buyer. In this case, Fleequid retains the right to Commissions from both Parties, and the Sales Contract is understood to be directly between the Seller and the Buyer, with Fleequid acting as the mediator.
These General Terms and Conditions
- By registering or simply using the Marketplace, Users explicitly accept these General Conditions and agree to abide exclusively by them. Any general contractual conditions (of supply, purchase, etc.) potentially proposed by Users, especially if they diverge from or conflict with these General Conditions, are not considered accepted or valid by Fleequid. Any general conditions proposed by Users will only be considered valid and binding if expressly approved in writing by Fleequid, following the approval of these General Conditions, with a clear indication from Fleequid of its intent to deviate from the application of these General Conditions.
- Fleequid reserves the right to unilaterally modify these General Conditions at its discretion at any time, either to introduce new products or services or to comply with legal or regulatory requirements. Any changes will be notified to Users in a clear and understandable manner with at least 30 days' notice before the changes take effect, unless otherwise provided for ongoing auctions or if the User has expressly accepted the modification before the end of this period. Changes required by law or competent authorities will, in any case, be immediately applicable and will operate retroactively.Fleequid will keep an archive of previous versions of the General Conditions and the Fleequid Fee Schedule. Users can access these previous versions by contacting customer support. Fleequid may communicate unilateral changes to the General Conditions to Users using one or more of the following methods: a) Email: An email will be sent to the email address associated with the User's account, containing a summary of the proposed changes and a link to view the updated General Terms and the Tariff; b) Notification: A notification may be displayed upon the User's next login to the Fleequid platform, informing the User of the upcoming changes and providing a link to view the updated General Terms and Tariff; c)Publication on the Marketplace: An announcement will be posted on the homepage of Fleequid's website, indicating the upcoming changes and providing a link to the updated General Terms and Tariff. If a User does not accept the changes to the General Terms or the Fleequid Tariff, they have the right to withdraw without incurring penalties. Users can exercise this right within 30 days of notification of the changes and in any case from the publication of the updated General Terms on the Marketplace. Withdrawal can be done by sending written communication to the email address: withdrawal@fleequid.com. Upon receiving the withdrawal communication, Fleequid will delete the User's profile associated with the Marketplace in accordance with what is provided in the subsequent art. 4.11), applying to any ongoing transactions that began before the date of the communication of the changes to the General Terms, the version of the General Terms that was not modified. Users are required to verify the version of the General Terms in force before concluding any binding Offer by consulting the appropriate section of the Marketplace. The use of the Marketplace or any service offered by Fleequid will constitute proof of acceptance of the modifications made. In the event of a dispute regarding the version or applicability of the General Terms to the Contract, Users must demonstrate that they did not have the opportunity, despite all reasonable efforts, to review the applicable General Terms despite consulting the appropriate section of the Marketplace and timely requesting Fleequid in writing before raising any objection, claim, or complaint.
- Specific Terms and/or Special Auction Terms and/or individual contracts may govern the relationship between Fleequid and certain Users, or between Users themselves, concerning some or all Vehicles, Auctions, and Services available on the Marketplace. Where one or more of the possible regulatory frameworks mentioned above apply to the Contract, Users acknowledge the following order of priority: 1) Special Auction Terms: These terms have the highest precedence within the hierarchy. When specified for one or more Auctions, they prevail over any other Specific Terms and these General Terms, unless otherwise indicated. 2) Specific Terms: These terms take precedence over the General Terms but are subordinate to the Special Auction Terms when these are specified. 3) Individual Contracts: Individual contracts formalized in writing and approved by Fleequid with one or more Users may derogate from these General Terms and Specific Terms in the relationships between Fleequid and such specific Users but not from the Special Auction Terms unless these individual contracts expressly mention derogation from the latter as well. 4) General Terms: These General Terms continue to apply residually, even in cases where Individual Contracts and/or Specific Terms and/or Special Auction Terms are provided unless there is an express contrary indication.
Registration and permitted use of the Marketplace
- Users who wish to utilize the Services offered by Fleequid must register. Registration is free and does not imply any obligation to purchase or sell Vehicles. By registering on the Marketplace, the User guarantees that they are of legal age, have the status of a Professional, and are capable of approving these General Terms and Conditions.
- Participation in Auctions is exclusively reserved for Users who have completed the registration process on the Marketplace, have provided complete and truthful required information, and have submitted the following documents to Fleequid:
- An up-to-date company registration certificate (or equivalent certification), clearly indicating the powers of the legal representative, issued no more than six months prior to registration;
- A valid identity document of the individual entrepreneur or the legal representative of the company, along with the related tax code;
- A VAT registration certificate or other equivalent national documentation
- Any other documents reasonably and potentially required by Fleequid for the purpose of identifying the User and verifying their status as a Professional or, concerning specific Auction categories, to verify possession of particular authorizations, qualifications, or any other technical-professional requirements mandated by law.
- The registration process on the Marketplace implies the obligation to accept these General Terms and Conditions. Fleequid reserves the right, at its discretion and at any time, to request analog approval of the General Terms and Conditions or updated official documentation to prove the User’s Professional status or the continued possession of the technical and professional requirements needed for certain Auction categories. The validity and effectiveness of the registration are subject to approval by Fleequid. Fleequid reserves the right, at any time, to allow registered Users, at its discretion, to access or not to its database and other Marketplace functionalities. Fleequid also reserves the right to limit the operation of Users to only those Auction categories for which they have demonstrated actual possession of the technical- professional requirements prescribed by current regulations. Each registered User may register only once, designating one or more company representatives authorized to operate on the Marketplace. The User profile generated at the end of the registration process is non-transferable to third parties. Registration on the Marketplace under a false identity is prohibited.
- Upon completion of the registration process, Fleequid will provide the User with a username (corresponding to the email of the company representative provided during registration or any additional representatives subsequently associated with the User profile) and a password (one for each representative associated with the User profile). These credentials will allow the User to offer Vehicles or purchase Vehicles and Services on the Marketplace. The User commits, under their own responsibility, to keep the access credentials to their User profile strictly confidential and to update them periodically, along with the list of authorized company representatives associated with the profile. The registered User is responsible for any misuse of the username and password, as well as for updating the individuals authorized to operate on their behalf on the Marketplace as company representatives. The User expressly indemnifies Fleequid, to the maximum extent permitted by law, from any liability related to this.
- Within the limits and conditions set forth in these General Conditions, registered Users have the right to make Vehicle sale Proposals via Auction and submit Offers for the Auctions available on the Marketplace. To participate in Auctions and place an Offer, the User is required to pay a Security Deposit, the amount and payment methods of which are specified in the specific Auction Conditions or otherwise detailed on the Marketplace during the process guiding the User in submitting their Offer. Fleequid handles the Security Deposit in accordance with the provisions set out in Article 8.4 of these General Conditions. The permitted use of the Marketplace is limited to browsing the Auctions and sale listings available, submitting Vehicle sale Proposals for Auction, and placing Offers on one or more Auctions in order to purchase one or more Vehicles and/or Services. Any other use of the Marketplace is expressly prohibited. In particular, activities aimed at making the Marketplace inoperative or more difficult to use for other Users are not allowed. Without explicit authorization from Fleequid, the data available on the Marketplace cannot be used to create databases, monitored systematically, or used for purposes other than those permitted. Users are not allowed to use data mining programs, robots, or other programs to collect or disseminate data. Each User acknowledges and agrees not to use the Marketplace to contact other Users for the purpose of requesting information or documents related to Vehicles listed on the Marketplace or to directly finalize sales contracts, bypassing Fleequid. Fleequid reserves the right to obscure and/or temporarily or permanently block access to the Marketplace or participation in one or more Auctions if, at its sole discretion, it suspects that the provided data may be illegal, untruthful, incomplete, incorrect, outdated, or false. Fleequid may obscure and/or block User access if it believes that the Vehicles involved in the sale Proposal have a suspicious origin, that the submitted Bids are suspicious, that the User has placed abnormal, illegal, or abusive Bids, that the User has not paid the Commissions or Fees due to Fleequid for Vehicles or Services provided, that there are disputes regarding the data provided by third parties, that Fleequid has recorded unusual access to the User account, that it suspects third parties are in possession of the User's access credentials to the Marketplace, or that the Marketplace and the data contained therein have been used for illegal purposes or in a manner not in accordance with the methods and purposes expressly provided for in these General Conditions.
- Fleequid will promptly communicate in writing to the User any measures taken as a result of the aforementioned violations, providing the relevant justification. In the cases contemplated in the previous paragraph (art. 4.5), Fleequid reserves the right to immediately and directly eliminate the violations or may warn the User to remove the violations within a period of 30 (thirty) days. At the end of this period, Fleequid will still be authorized to remove or block the user's profile indefinitely. This notice period will not apply in the following cases: (a) if Fleequid is obligated to comply with a legal or regulatory requirement that mandates the cessation of the provision of Vehicles or Services to the User without adhering to the notice period; (b) if Fleequid has the right to terminate the Contract for compelling reasons under Italian law; or (c) if the User has repeatedly violated the rules for using the Marketplace as established in these General Conditions. Additionally, the notice period does not apply if the User's data is illegal or inappropriate, if the User's conduct jeopardizes the security of the Marketplace, Fleequid, or other Users, or if the User's conduct is connected to fraud, counterfeiting, data breaches, spam, or behavior harmful to minors. In all these cases, Fleequid will still provide a reason for the action taken.
- In the cases provided for in the previous article 4.5), in addition to removing and obscuring the User's data, Fleequid may block access to Auctions. The User will be promptly informed of such measures via email or certified email (PEC). If the User commits two or more violations of article 4.5), Fleequid will have the right to permanently deny access to the Marketplace, permanently delete the User's data, and terminate any ongoing contracts under article 1456 of the Civil Code.
- In the event of termination of the relationship by Fleequid pursuant to the previous Art. 4.7, Fleequid may require the payment of a penalty equal to € 3,000 (three thousand euros), without prejudice to the right to compensation for any greater damage suffered.
- Fleequid's internal complaint management system can be accessed using the contact details available on the Marketplace, as well as via email at the following address: claims@fleequid.com. This system is structured in accordance with Article 11 of Regulation (EU) 2019/1150. Additionally, pursuant to Article 12 of the aforementioned Regulation, it is indicated that any dispute related to the application of this article shall be subject to mediation by the Mediation Chamber at the Chamber of Commerce of Como, with which Fleequid declares its intention to collaborate for a mediation attempt. This will be managed by a designated mediator who will operate according to the mediation rules of this Chamber of Commerce, which the User can consult at the following link .
- The User acknowledges and agrees that the right to use the Marketplace is limited by currently available computer technologies and that Fleequid is unable to provide any guarantee against technical defects of the Marketplace, or regarding its continuous and uninterrupted availability, operation, or error-free use. Users expressly indemnify Fleequid from any liability, including for damages, regarding any defects or service disruptions of the Marketplace, except in cases where Fleequid acts with willful misconduct. Therefore, neither Fleequid nor its employees, representatives, and agents can ever be held liable, except in cases of willful misconduct, for anomalies in the Marketplace or in the conduct of Auctions attributable to technical defects, programming errors, or connection issues via computer networks.
- The User has the right to request the deletion or rectification of their profile on the Marketplace at any time, in accordance with the General Data Protection Regulation (GDPR) or any other applicable data protection laws. To proceed, the User can contact Fleequid's customer service using the contact information available on the Marketplace or by following the instructions provided in the dedicated section. Before executing the deletion or rectification of the profile, Fleequid may request additional information to verify the User’s identity. It should be noted that upon completion of the deletion process, all information associated with the User’s profile, except for that required to fulfill legal obligations or for purposes related to security, fraud prevention, and other purposes compliant with privacy and data protection laws, will be automatically removed from the system. Fleequid will also proceed with the profile deletion following receipt of a User's withdrawal notice pursuant to Art. 3.2 of these General Conditions. It should be specified that if, at the time of the profile deletion request, the User is involved in an Auction procedure as a Seller, Buyer, or has made an Offer or Sale Proposal, Fleequid may limit or prevent the deletion of the profile until all terms of the obligations undertaken by the User on the Marketplace up to the date of communication of withdrawal from these General Conditions or the profile deletion request on the Marketplace have expired.
Processing of Users' Personal Data
- Upon registering on the Fleequid Marketplace, the registered User declares that they have read the Privacy Notice in accordance with applicable laws and the requirements of Article 13 of the GDPR - Regulation (EU) 2016/679, accessible at the following address: https://fleequid.com/de/privacy-policy . The processing of personal data is carried out with all necessary precautions to ensure its security and confidentiality, in compliance with the GDPR, for the purposes and objectives outlined in the Privacy Notice. This notice also details and clarifies the rights and procedures available to the data subject concerning their personal data.
- Registered Users may subscribe to Fleequid's newsletter. Users can unsubscribe at any time by selecting the corresponding option in the received newsletter. By agreeing to receive the newsletter, Users consent to receiving updates on new Auctions, new offers, or new Services managed by the Marketplace, in accordance with the Privacy Notice.
Terms Governing the Sale Proposal of Vehicles at Auction
- Registered Users have the option, but not the obligation, to propose the sale of Vehicles through the designated section of the Marketplace. Vehicle Sale Proposals can be independently submitted by the Seller on the Marketplace or with the assistance of Fleequid's sales staff.
- To accept the Sale Proposal and initiate the Auction, Fleequid requires the Seller to provide a truthful and good faith description of the Vehicle’s Technical Specifications. It is necessary to provide all technical and administrative information related to the Vehicle accurately and completely, along with real photographic images. The description of the Vehicle and the insertion of images and drawings on the Marketplace do not include external links to the Marketplace, phone numbers, or email addresses. Fleequid reserves the right to anonymize any image or document that could reveal the current or previous owners of the Vehicle. The Seller acknowledges and agrees that Fleequid may reject the Sale Proposal, a purchase attempt, an Offer, or an acceptance without specifying the reasons, or assign a Vehicle to a product group different from the one indicated by the Seller. In case of setting a deadline, the date and time of Fleequid's computer system are decisive. To facilitate the disposal of Vehicles by the Seller and the inclusion of Sale Proposals on the Marketplace, Fleequid may, in certain circumstances, offer to execute a detailed technical dossier of Vehicles intended for sale. The execution of the technical dossier by Fleequid, even when requested by the Seller, is subject to Fleequid’s approval and specific Fees. When Fleequid provides the technical dossier service, the Seller agrees to make the Vehicles, along with relevant administrative and technical documentation, available to the personnel appointed by Fleequid and to provide assistance via their technical staff during the Vehicle inspection process. Additionally, the Seller authorizes Fleequid to view, test, photograph, and carry out detailed inspections of the Vehicles before sale. If requested and approved by Fleequid, it may manage the logistics of the Vehicles and conduct administrative investigations or acquire additional technical documentation; these activities are also subject to specific Fees and availability. When the Seller requests Fleequid to compile the technical dossier, it must be reviewed and confirmed by the Seller, who must promptly report any deficiencies or inaccuracies. Even if compiled by Fleequid, it is the Seller's sole responsibility to verify that the technical dossier, made available on the Auction section of the Marketplace, complies with the actual Vehicle Technical Specifications. The publication of the technical dossier on the Marketplace, along with the Seller’s failure to promptly report any errors in the Technical Specifications disclosed to Users, shall constitute tacit approval of the dossier by the Seller.
- When proposing the sale of their Vehicle at Auction, the Seller declares and guarantees to Fleequid and the Bidders that the Vehicles are currently and will be, at the date of the conclusion of the Sales Contract, fully owned by the Seller and free of any Encumbrances. Exceptionally, Fleequid may authorize the sale of Vehicles at Auction that are subject to Encumbrances, provided that the Seller promptly notifies Fleequid in writing of the existence of such Encumbrances. If the Vehicle is subject to Encumbrances, the Seller must specify their nature and the actions necessary to remove them, including the associated costs. Unless otherwise agreed in writing or specified in the Special Conditions of the Auction, the removal of Encumbrances is always the responsibility of the Seller and must be completed within a maximum of 3 business days from the Adjudication. Failure to remove the encumbrances within this period grants Fleequid the right to terminate the Contract and entitles Fleequid to impose a penalty of €2,000.00 (two thousand euros) on the Seller. If the Sale Proposal concerns Vehicles intended solely for scrapping, the Seller is obliged to immediately notify Fleequid to allow the latter to restrict participation in the Auction to only those Users who possess the professional qualifications required by the applicable regulations for their purchase and sale.
- In the case of incomplete Sale Proposals, Fleequid has the right to request the necessary information and documents from the Seller at any time to complete the Proposal. The Seller agrees to provide the documentation and information requested by Fleequid within 3 days of the request.
- Even after the approval of the Sale Proposal, Fleequid will always have the right to request and obtain further information and/or documents relating to the Vehicles offered by the Seller.
- The duration of each Auction, the value of any incremental bids, and the determination of the Starting Price (but not the Reserve Price, which remains solely at the discretion of the Seller) will be reasonably determined by Fleequid. If it becomes necessary to schedule a new Auction, it will be Fleequid's responsibility to determine the interval between the various Auctions. In compliance with the Reserve Price set by the Seller, Fleequid has the discretion to decide which type of Auction, as provided in Article 7.8, to use for the sale attempt.
- By submitting the Sale Proposal, the Seller expressly authorizes Fleequid to advertise the Vehicle and make the Vehicle’s Technical Specifications available to other Users at any time, both before and during the Auction, through the Marketplace or other communication channels (such as advertisements on other websites, newsletters, inclusion in the "upcoming auctions" section, etc.). Notwithstanding Fleequid's right to remove the Auction at any time without specifying reasons, the Sale Proposal is considered accepted by Fleequid when it is published on the Marketplace or when Fleequid, in any other form, confirms acceptance of the Sale Proposal to the Seller. Vehicles offered for sale remain under the Seller's control throughout the Auction sale process. The Seller commits to keeping these Vehicles compliant with the description on the Marketplace, the advertised documentation, and the Technical Specifications, and agrees not to use them throughout the period from the initial publication of the Sale Proposal until the final deadline by which Fleequid has the right to sell them at Auction. Additionally, the Seller agrees to any visits organized by Fleequid at the location where the Vehicles are stored. These visits, supported by drivers and technicians that the Seller agrees to provide, facilitate the viewing of the Vehicles by any Users interested in purchasing.
- Upon Fleequid's acceptance of a Sale Proposal (as outlined in Article 6.7), a Contract is established between the Seller and Fleequid. Under this Contract, the Seller, also considering the sales commission granted pursuant to Article 2.3, irrevocably commits to selling the Vehicle exclusively to Fleequid (or, if Fleequid chooses to operate as a pure Intermediary according to Article 2.6, directly to the actual Buyer). This sales commitment, which corresponds to Fleequid's (or the Buyer's, in cases where Fleequid acts as a pure Intermediary) obligation to purchase, is contingent upon the following conditions:
- The accuracy and completeness of all Technical Specifications included in the Sale Proposal (even when the technical dossier was prepared by Fleequid or its representatives) as well as the correctness of documents provided by the Seller or associated with the Sale Proposal, all of which are deemed essential.
- The definitive Adjudication of the Vehicle in favor of a Buyer at the conclusion of the Auction procedure.
- The winning Bidder must make the payment within the terms established by the General Terms of the Marketplace or the Contract, covering the Clearing price and any other sums owed to Fleequid for Commissions and Fees.
- After the acceptance of the Sale Proposal (Art. 6.7), the Seller acknowledges that the Marketplace will be the sole listing venue for the Vehicles and agrees not to offer or sell the Vehicle in any other context until: (a) the Vehicle is sold through the Marketplace, or (b) the period during which Fleequid has the right, under these General Conditions, to re-list the Vehicle at Auction has expired, or Fleequid notifies in writing that, even though such period has not expired, it has no interest in re-listing the Vehicle at Auction. At these points, the Vehicle may be removed from the Marketplace. The Seller undertakes to avoid any interference in the sales process. Any requests for information from Users interested in purchasing must be communicated exclusively to Fleequid. Similarly, the Seller commits to promptly informing Fleequid of any direct purchase requests received during the period in which Fleequid has exclusive rights to sell the Vehicle. The Seller guarantees Fleequid exclusivity in the promotion and execution of the sale of their Vehicles. In case of violation of the obligations, including exclusivity, arising from these General Conditions, Fleequid will have the right to impose a penalty on the Seller equal to three times the Commissions owed by the Seller to Fleequid if the sale had concluded with an Adjudication compliant with the Reserve Price set by the Seller in the first Sale Proposal submitted on the Marketplace.
- The Seller acknowledges and accepts Fleequid's right, in cases where, even after the Adjudication, the Resale Contract between Fleequid and the final Buyer (or the direct sales contract between the Seller and the Buyer, in cases where Fleequid acts as a pure Intermediary) is terminated or may be annulled/revoked under the current General Conditions (including when the Buyer does not pay, even partially, the amounts due to Fleequid for the Clearing price, Commissions, and Fees), to proceed with the Adjudication of the Vehicle in favor of other Bidders who have placed an Auction Offer that, although lower than the highest Bid of the first adjudicatee, is still equal to or greater than the Reserve Price set by the Seller in the Sale Proposal. Consequently, in this scenario, the first Adjudication shall be considered null and entirely replaced by the Adjudication subsequently communicated by Fleequid, and the Seller will only be entitled to receive the (lower) Clearing price.
- The Seller understands and agrees that Fleequid or the Buyer will have the right to purchase the Vehicle if, at the end of the Auction, at least one Bid (highest Bid) equal to or greater than the Reserve Price is received. It is important to note that in all cases where Fleequid purchases from the Seller to execute the Resale, the Sale Contract between Fleequid and the Seller remains subject to the fulfillment of the conditions established in article 6.8. If the highest Bid recorded during the Auction is lower than the Reserve Price, Fleequid grants the Seller the option to accept, within 3 days of receiving the Adjudication notification, this highest Bid lower than the Reserve Price, which, if accepted by the Seller, will become the Clearing price. Within the same period, as an alternative to accepting the highest Bid that does not reach the Reserve Price, the Seller may submit a counteroffer to the winning Bidder, indicating a different price at which they are willing to sell the Vehicle. If the counteroffer price is accepted by the Buyer, it will constitute the Clearing price, and the highest Bid will not be considered.
- At the end of the first Auction, if no purchase Offers are received or if the highest Bid is below the Reserve Price (and the Seller does not accept it), Fleequid, unless otherwise agreed with the Seller, will have the right to re-list the Vehicle in Auction up to two more times. In this case, Fleequid may set a different Starting Bid and contact the Seller to agree on a possible reduction of the Reserve Price. It is understood that the final decision on any reduction of the Reserve Price rests solely with the Seller and that the total of three Auctions, which can be scheduled by Fleequid, must still be completed within a maximum period of 60 days from the date of Fleequid's approval of the first Sale Proposal.
- It is understood that if the Vehicles are not adjudicated by the end of the sales attempts indicated above, and unless otherwise agreed with Fleequid, the Seller may independently proceed with the sale of the Vehicles through any other channel, provided that the price is equal to or greater than the Reserve Price set for the Auction on the Marketplace, including the Commissions due to Fleequid (for example: Reserve Price 100, Commissions that Fleequid would have been entitled to receive from the Buyer in case of sale through the Marketplace 5, the Seller may independently sell the Vehicle at a price equal to or greater than 105). In any case, it is prohibited for the Seller to sell the Vehicles directly or indirectly to Users or third-party economic entities connected to them who have previously participated in the Auction, requested information, viewed the Vehicle description page, or became aware of the Seller's Sale Proposal through Fleequid. In case of violation of this prohibition or the Seller's sales commitments set by this article, Fleequid will have the right to request and obtain from the Seller, as a penalty, an amount equal to three times the Commissions that would have accrued if the Vehicle had been adjudicated in the first Auction conducted by Fleequid at the Reserve Price set therein. The prohibitions and obligations imposed on the Seller by this article have a duration of 24 months from the first publication of the Vehicle's Sale Proposal on the Marketplace.
- The Seller agrees to indemnify and hold harmless Fleequid, its subsidiaries and/or affiliates, as well as all its officers, directors, partners and/or shareholders, employees, and/or agents, from any claim, demand, lawsuit, action, dispute, damage, cost, or charge of any kind arising from: (a) falsehood, omission, or any violation regarding statements, warranties, or commitments set forth in and arising from these General Conditions (by way of example, but not limited to, omissions in the completion of Technical Specifications such as: undeclared rust, malfunctioning air conditioning, missing parts, warning lights on, etc.); (b) hazardous materials associated with the Vehicles or contamination resulting from leaks, spills, or malfunctions of the Vehicles; (c) deficiencies in the production of required documentation, including originals, for the purpose of transferring the Vehicles from the Seller to Fleequid and then to the Buyer; (d) encumbrances on the Vehicles not expressly declared and accepted by Fleequid or the final Buyer; (e) payments by Fleequid caused by any expenses, liens, or other registered or unregistered interests claimed by creditors or any person or authority concerning the Vehicles, whether disclosed or not, to clear the title of the Vehicles; (f) any deficiencies in compliance with relevant and applicable environmental regulations; (g) misuse of the Marketplace by the Seller; (h) any tax, cost, or expense arising from the Seller's non-compliance with laws or regulations related to the transaction; (i) any negligent or willful misconduct and/or otherwise unlawful conduct of the Seller concerning the General Conditions or the Contracts; and (j) failure to expressly and promptly notify Fleequid, from the first Sale Proposal, of the intention to proceed with the sale for scrapping purposes.The Seller is solely responsible for any errors in completing the Sale Proposal, even when completed with the support of Fleequid's sales staff or when Fleequid prepares the technical dossier, and it is the Seller's responsibility to promptly verify and report any inaccuracies in the Auction information published on the Marketplace to Fleequid. Except in cases where Fleequid acts with intent, the Seller expressly agrees to indemnify Fleequid from any liability regarding the completeness, accuracy, or compliance of the description of the Vehicles, the Starting Bid, the Reserve Price, or other aspects related to the Auction adjudicating process. Fleequid disclaims any liability for the update of Sale Proposals or other notification features in Fleequid applications, as such updates cannot occur in real-time and are subject to delays beyond its control. Fleequid cannot be held responsible for any failures or delays in data transmission, lack of compatibility, or damages resulting from the use of third-party systems or services, including any operational interruptions on computers, mobile devices, or payment systems. Finally, the Seller acknowledges and agrees that Fleequid does not provide, even implicitly, any guarantee on the gross revenues that might be realized from the sale of the Vehicles on the Marketplace.
Auction
- The Sale Proposals accepted by Fleequid are published on the Marketplace and made available in detail to all registered Users.
- On the Marketplace auction page, the start and end dates of the Auction, the minimum bid increment allowed for each User, and every other detail of the Sale Proposal, including any Special Auction Conditions, applicable Commissions, and Fees, are communicated. Users are required to verify the presence of Special Auction Conditions that may specify contractual terms, expenses, or commissions different from those set out in the General Conditions.
- Users recognize and accept that the information in the Auction section of the Marketplace is indicative until the actual start of the Auction and may be subject to modifications by Fleequid. Additionally, they understand that such information does not constitute a binding offer to enter into a sales contract but represents an invitation to negotiate (invitatio ad offerendum). Fleequid reserves the right to cancel the sale procedure if it believes that the Marketplace is being misused or that Users are influencing the outcome of the Auction.
- Interested Users participate in the Auction through the Marketplace user interface, submitting binding Bids for the Vehicles. Bids must be expressed in whole numbers, without decimals, and once submitted, are irrevocable unless Fleequid, contacted promptly before expiration, allows modification or cancellation.
- All Auctions conducted by Fleequid include a Reserve Price. Bidders understand that placing a higher Bid (highest Bid) does not guarantee the sale until Fleequid officially announces the Adjudication. Each Auction Bid is subject to the payment of a Security Deposit by the User. Failure to pay the Security Deposit results in the inability to participate in the Auction. The handling of the Security Deposit by Fleequid is governed by subsequent art. 8.4).
- All amounts indicated on the Marketplace are expressed in euros and exclusive of VAT, if applicable.
- Each Bid remains binding for the Bidder for 15 days after the Adjudication of the Auction and constitutes a commitment to purchase the Vehicle from Fleequid as a purchase commission agent or directly from the Seller when Fleequid acts as a pure Intermediary. In case of cancellation of the Adjudication, Fleequid has the right to proceed to adjudication the Auction to another Bidder who submitted a valid Offer during the validity period of the previous Offer.
- Fleequid can conduct Auctions using the following sales methods:
- Incremental Bid Auctions. Bidding Users can place offers higher than the Starting Bid, with a minimum increment defined by Fleequid. The use of an automatic bidding system up to a pre-set maximum amount may be allowed. At the end of the Auction, a short extension period might be provided to allow for additional bids.
- Buy Now. Fleequid can offer Users the option, either as a standalone auction type or in combination with an Incremental Bid Auction, to purchase a Vehicle immediately without the incremental bidding system. In this case, the maximum bid is determined by the Starting Bid or the Reserve Price set by the Seller. Once an offer is received in this mode, all other bids are canceled.
Adjudicating Process
- At the end of the auction, if the Bid submitted by the Bidder is the highest (maximum Bid), the Marketplace generates an Adjudication notification. This notification is always provisional, subject to the application of the General Conditions and contingent upon verifying that the Reserve Price set by the Seller in the Sale Proposal has been exceeded, or upon the Seller's consent to sell the Vehicle at a lower price. If the maximum Bid is equal to or greater than the Reserve Price, the Adjudication confirms the Seller's promise to sell the Vehicle and the Buyer's promise to purchase it, with the maximum Bid becoming the Clearing price. Fleequid retains the right to verify, even after such an Adjudication, the Buyer's possession of the technical-professional requirements necessary for the effective conclusion of the Sales Contract; this is especially pertinent when the Auction is limited to certain categories of Users (e.g., vehicles intended exclusively for scrapping). The User will receive a definitive Adjudication notification only after these verifications and will be recognized as the Buyer from that point onward. Conversely, if the maximum Bid is lower than the Reserve Price, the Adjudication implies a purchase promise only for the Bidder, while the Seller has the option, within the next 3 days, to accept this maximum Bid or to make a counteroffer within the same timeframe. In this latter scenario, the Adjudication is provisional and not binding on the Seller, becoming definitive and binding for the Parties only when the Seller communicates acceptance of the maximum Bid, even if it is below the Reserve Price, or when the Bidder, within 3 days of receiving the Seller’s counteroffer, communicates acceptance of the counteroffer. When Fleequid does not act as a pure Intermediary, and thus conducts the Resale, the promise of sale implicit in the definitive Adjudication is considered to be from the Seller to Fleequid as the Buyer's purchasing agent, while the Buyer's promise to purchase is considered to be directed towards Fleequid, as the Seller's sales agent.
- With the definitive Adjudication, a Sales Contract is concluded between the Buyer and Fleequid—or directly between the Seller and the Buyer when Fleequid acts as a pure Intermediary—as provided in Article 2 of these General Conditions. This Sales Contract is subject to the General Conditions, Special Auction Conditions, and any applicable Specific Conditions, and it may be formalized into an individual contract at Fleequid's request.
- Fleequid is entitled to receive Commissions, Fees, and other stipulated payments with the definitive Adjudication.
- At the end of the Auction, if the Bidder wins the Vehicle, the Security Deposit, upon Fleequid's verification of the full payment by the Buyer of the Clearing price, Commissions, Fees, and any other amounts due under these General Conditions, will be fully refunded without interest within 3 days after these verifications are completed. Conversely, in the event of non- Adjudicationing of the Auction, the Security Deposit will be refunded without interest by Fleequid to the Bidder within 3 days from the end of the period during which their Offer remains binding according to these General Conditions (see Article 7.7). The Bidder acknowledges and accepts Fleequid's right to retain the security deposit to offset any partial or full payment of penalties, interest, and any other amounts contractually owed by the Bidder to Fleequid under these General Conditions.
Terms Governing Fleequid's Purchase of Vehicles from the Seller for Resale to the Actual Buyer
- After a Vehicle is adjudicated at Auction, Fleequid undertakes to provide assistance to facilitate the sales process and all related formalities, including bureaucratic ones, regarding the transfer of ownership from the Seller to the Buyer. In this transaction, the Vehicle is formally purchased by Fleequid (as the formal buyer) to be subsequently transferred to the Buyer (the substantial buyer). This transaction, known as Resale, is conducted in accordance with the terms and conditions set forth in these General Conditions.
- The Resale process first involves concluding a Contract, where Fleequid, acting on its own behalf but for the Buyer's account, purchases the Vehicle from the Seller according to the conditions specified in the previous article.
- The price of the Vehicle owed by Fleequid to the Seller corresponds to the Clearing price and is paid net of Commissions, Fees, and any amounts owed by the Seller to Fleequid. This payment is made only after the winning Buyer of the Auction (the actual final Buyer) has paid Fleequid the Clearing price and all other amounts due to it.
- Once payment is received from the Auction winner (the final Buyer), Fleequid requests the Seller to issue the Vehicle's sales invoice in euros. To receive payment, the Seller must issue a sales invoice within 5 days, in conformity with the format provided by Fleequid. This invoice includes the Vehicle’s Clearing price as well as the Commissions due to Fleequid for the sales commission, Fees for any requested Services, and any other expense reimbursements due to Fleequid under the General Conditions and any applicable negotiated agreements. The amount of the invoice issued by the Seller to Fleequid corresponds to the Clearing price of the Vehicle, net of sales Commission, Fees, and any other reimbursements due, plus VAT if applicable by law. After offsetting what is owed (which the Seller expressly authorizes), Fleequid settles the sales invoice to the Seller.
- Within 5 days of payment, the Seller formally transfers ownership of the Vehicle to Fleequid, sending Fleequid the license plates and all necessary documents for Vehicle registration and the removal of any encumbrances. For Vehicles already registered in Italy, the Seller commits to transferring them to Fleequid under the "mini-transfer" regime, with exemptions as provided by Legislative Decree 446/1997 (known as the Dini Law) and its subsequent amendments. For Vehicles not registered in Italy, the Seller must deregister the Vehicles in the country of origin and complete all other formalities within their competence that are necessary for Fleequid to achieve registration and marketability of the Vehicles. If this is not completed within the specified timeframe for reasons not attributable to Fleequid, Fleequid, without prejudice to other rights under these General Conditions, may impose a penalty of €150.00 per day of delay.
- After payment, the Seller allows the Vehicle to be picked up by the final Buyer or another appointed party. This pickup occurs within 10 days from when Fleequid informs the Seller of its readiness to receive the delivery. The Seller commits to delivering the Vehicle as per the description on the Marketplace, the Technical Specifications, and all other related or contained information in the Sale Proposal.
- Fleequid can report any discrepancies (apparent defects) within 3 days from delivery of the Vehicle to the Buyer’s location or from the date on which the latter is entitled to report anomalies or any apparent defects within the terms set by these General Conditions or the Contract through which Fleequid transfers the Vehicle to the Buyer the commissioner at the end of the Resale process. This period is extended to one (1) month for any hidden defects.
- Payment of the Vehicle’s price or Fleequid’s possession or detention of it during the Auction does not constitute acceptance of the Vehicle as free of defects or acknowledgment of its compliance with the Sale Proposal.
- If the Vehicle is not collected within 30 days of the transfer of ownership to the final Buyer, the Seller is entitled to a storage fee of €10 per day for parking the Vehicle.
- Fleequid has the right to terminate the Sales Contract concluded with the Seller for the purpose of Resale, in whole or in part, under Article 1456 of the Italian Civil Code if: (a) there are encumbrances on or in relation to the Vehicles beyond those declared in the Sale Proposal or if additional ones are added; (b) the Seller's net proceeds are insufficient to satisfy creditors' claims and pay Fleequid's Commissions after the asset has been released; (c) the lienholders on the Seller's Vehicle do not intend to release it and/or allow the free sale of the Vehicle; (d) the Seller has committed any violation of the applicable General Conditions; (e) the Seller has provided inaccurate, fraudulent, outdated, or incomplete information during the registration process or the submission of the Sale Proposal or thereafter; (f) the Seller has committed violations of applicable laws or regulations or infringements on third-party rights; (g) Fleequid believes in good faith that such action is reasonably necessary to protect the safety or the purchasing commissioner; (h) termination is necessary to prevent fraud, assess risks, for security reasons, to comply with environmental regulations, or for investigative purposes; or (i) the Seller fails to fulfill the obligation to deliver the Vehicles. In the event of such grounds for termination, in addition to any other remedies available to Fleequid, the Seller must pay Fleequid: (l) the sales Commissions for the Vehicle subject to Adjudication, (m) any costs incurred by Fleequid in relation to the sales process. Furthermore, in cases of termination for the reasons described in points (d), (e), (f), (g), (h), or (i) of this article, the Seller must pay Fleequid a penalty equivalent to 30% of the value set as the Reserve Price during the first Auction on the Marketplace.
Conditions Regulating the Resale of Vehicles by Fleequid to the Final Actual Buyer
- When a Vehicle is adjudicated at Auction, through the Resale process and in accordance with what is already indicated in the previous Art. 9.1), Fleequid, as the agent, transfers the Sales Contract to the respective buyers and sellers through the Resale. Therefore, the Vehicle is formally purchased by Fleequid from the Seller and then retransferred to the final (and substantial) Buyer to whom the vehicle was adjudicated.
- After the Adjudication, the Buyer receives an invoice from Fleequid for the Vehicle, the amount of which will correspond to the Clearing price of the Vehicle plus the Commissions due to Fleequid, Fees for any requested services, and any other reimbursements as per the General Conditions and any applicable negotiated agreements, along with any applicable VAT.
- With the issuance of the invoice by Fleequid, all risks related to the Vehicle, including the risk of loss, pass to the Buyer. The Buyer must pay everything due to Fleequid via bank transfer within no more than 3 days from receipt of the corresponding invoice. Unless otherwise agreed, the amount must be paid in full, without any offsetting of other credits the Buyer may have against Fleequid or the substantial Seller. In particular, the Buyer cannot refuse to pay what is due by raising other real or alleged disputes against Fleequid and/or the Seller in relation to the Auction or other contractual relationships. Any additional costs or expenses, even for Services whose amount cannot be determined in advance, may be requested and invoiced by Fleequid even subsequently and will be paid by the Buyer within no more than 3 days from receipt of the corresponding invoice.The Buyer commits to promptly providing Fleequid, at the latest within 3 days from the Adjudication notification, all information necessary for invoicing and/or registration of the Vehicles. If the Buyer does not settle the invoices issued by Fleequid, Fleequid may issue a payment reminder. If Fleequid does not receive full payment within 7 days, the Buyer acknowledges and accepts Fleequid's right to consider the Contract terminated under Art. 1456 of the Italian Civil Code and/or to cancel the sale and/or block the Buyer’s account. Partial payments are prohibited. In case of partial payments, Fleequid will have the right to apply a penalty of €350 if the total amounts received within the payment deadline correspond to the total sums due to Fleequid or 5% of the Clearing price in other cases.
- If Fleequid decides to terminate the Sales Contract according to Article 10.3) or to cancel the sale due to incomplete payment by the Buyer, Fleequid will still be entitled to the payment of Commissions, Fees for services already rendered, and a penalty of €1,000 for each Vehicle subject to the Adjudication.
- The Buyer acknowledges and agrees that the Sales Contract concluded with Fleequid following the Adjudication cannot be canceled except by Fleequid under the terms and conditions stipulated in the General Conditions or other applicable negotiated agreements. The Buyer understands and agrees that the Resale is conducted by Fleequid solely to facilitate the transfer of the vehicle from the substantial Seller to the Buyer. The Sales Contract between Fleequid and the Buyer is subject to the "subject to availability" clause and, thus, is contingent on the actual availability of the Vehicle with the Seller and its actual delivery and sale by them to Fleequid. Even though the Seller irrevocably commits to selling the Vehicle with the Sale Proposal, Fleequid shall in no case be held responsible for non-performance arising from the substantial Seller's failure to fulfill sales obligations, loss, non-compliance, or unavailability of the Vehicle at the time of purchase or collection.
- Unless otherwise agreed upon in the Contract or indicated in the Auction sheet or other documentation available on the Marketplace, delivery of the Vehicle takes place at the Seller's registered office or at another location indicated by Fleequid with the notification of availability for Vehicle pickup (EXW - Incoterms 2020). The Buyer may request that Fleequid organize transportation from the delivery location to a different location specified by the Buyer. This transportation service is supplementary, its availability is not guaranteed by Fleequid, and when available, it is subject to specific Fees (or Fleequid's specific quotation) and may require prior approval of Specific Conditions.
- After the substantial Seller has provided all necessary documents and information for the transfer of Vehicle ownership, Fleequid will proceed, within the next 10 days, to transfer ownership to the Buyer and will notify the availability of the Vehicle for delivery, which must occur within 10 days from the date of such notification. The notification of availability for delivery constitutes a formal notice of default by the creditor under Art. 1206 of the Civil Code (mora credendi). If those 10 days pass without the Buyer having collected the Vehicle, Fleequid may charge a penalty of €50.00 for each day of delay. If 30 days pass from the notice of availability for pickup without delivery, Fleequid shall have the right to declare the sales contract terminated or to take action according to applicable laws.
- Typically, Fleequid makes Vehicles available for pickup by the Buyer within 30 days from the date of complete payment receipt from the Buyer for all amounts due following the Adjudication. The Buyer acknowledges and agrees that these delivery terms are indicative and do not constitute essential terms under Art. 1457 of the Civil Code. Concerning delivery terms, the Buyer acknowledges and agrees that expressions such as "no later than," "delivery by," or similar do not have peremptory value for Fleequid but are merely organizational. Fleequid cannot be held liable for delayed or failed delivery in cases where, by way of example and not limitation, such non-performance is the result of: (a) inadequate technical data or inaccuracies or delays by the Buyer in transmitting necessary transport information or data to Fleequid; (b) difficulties in obtaining the Vehicle from the Seller; (c) partial or total strikes, power outages, natural disasters, measures imposed by public authorities, transportation difficulties, force majeure events, disturbances, terrorist attacks, and all other force majeure causes; (d) delays by the forwarder or Fleequid's suppliers or subcontractors. The Buyer acknowledges and agrees that Fleequid shall not be under any obligation to provide compensation or indemnification for exceeding delivery terms, even when peremptorily established, due to one or more of the previously mentioned scenarios.
- The Buyer is obligated to collect the Vehicle following the instructions provided by Fleequid with the notice of availability for collection. Upon delivery, a delivery report will be jointly drafted stating the Vehicle's compliance with the characteristics and conditions of the purchased Vehicle. If the Buyer's appointed carrier picks up the Vehicle, the Buyer acknowledges and agrees that such a third party must be duly authorized, empowered to collect, and granted the necessary authority to represent the Buyer for any required verification of the Vehicle’s compliance. The Buyer acknowledges and accepts that Fleequid is not obliged to check the representative powers of the party indicated as authorized for collection, and therefore, the Buyer agrees to ratify in advance the actions of the third party, even if later found to lack effective representation.
- Where explicitly requested by the Buyer and accepted by Fleequid, Fleequid will arrange the transport of the Vehicle to the location specified by the Buyer. This transport is carried out by Fleequid but always at the Buyer's risk and expense. Fleequid is authorized to commission third parties to execute the transport it deems most appropriate. The Buyer acknowledges and agrees that the transport may occur by road and, therefore, upon delivery, the Vehicle may have a mileage up to 5,000 kilometers higher than that declared on the Auction sheet, in the Marketplace and within the Technical Specifications.
- In any case, the Buyer is obligated to verify, at the time of delivery, any discrepancies in the Vehicle compared to what was declared by the Seller and reported in the Auction sheet where the vehicle was adjudicated to the Buyer. At the time of pick-up, the Buyer is required to inspect the Vehicle to verify the chassis number, the presence of any defects not previously reported by the Seller, and all accessories included in the sale price. If any previously unreported damages or missing accessories are found, the Buyer must note these findings in the document completed at the time of delivery. The Buyer acknowledges and agrees that taking possession of the Vehicle without timely reporting, which must be in writing, of any easily verifiable discrepancies, or the failure to complete the delivery report, constitutes proof of unconditional acceptance of the Vehicle as conforming and free of defects.If delivery is made to a person appointed by the Buyer for transport, it is the Buyer’s responsibility to provide the transporter with instructions on the procedures to be carried out at delivery for noting any defects and/or discrepancies and/or non- conformities of the Vehicle. The recording of any discrepancies on the Vehicle delivery sheet does not, in any case, constitute a notification of a complaint by the Buyer or an acknowledgment of their presence by Fleequid. To preserve the rights related to any discrepancies reported during delivery, the Buyer must also notify Fleequid in writing, within the terms and following the procedures provided in Article 13, with a formal complaint.
Terms Governing the Direct Sale of Vehicles from the Seller to the Buyer When Fleequid Acts as a Pure Intermediary
- When Fleequid acts solely as an intermediary, without initiating the Resale process, the Buyer and Seller receive a notification of Adjudication from Fleequid, along with an invoice for the Commissions and any other fees or expense reimbursements due to Fleequid, as provided by these General Conditions or specified in any other applicable agreements. If requested by Fleequid, the Buyer and Seller must provide, within no more than 3 days, all necessary information for the correct invoicing of amounts due to Fleequid. Once Fleequid has verified the receipt of all amounts due from the parties, it will, within 3 days, communicate the Buyer's details to the Seller and the Seller's details to the Buyer to facilitate the issuance of the Vehicle's sales invoice by the Seller and thus facilitate the billing process. Upon receiving the Buyer's details from Fleequid, the Seller will, within 3 days, directly provide the Buyer with the sales invoice and the necessary bank details for payment of the price. The invoice amount must correspond to the Clearing price, plus any applicable VAT.
- With the issuance of the invoice by the Seller, all risks related to the Vehicle, including the risk of loss, are transferred to the Buyer. The Buyer must pay all amounts due to the Seller via bank transfer within no more than 3 days from receipt of the relevant invoice and, within the same period, provide the Seller with all information and documents necessary for the transfer of the Vehicle. Unless otherwise agreed, the amount of the sales invoice for the Vehicle must be paid by the Buyer in full, without any offsetting of other credits. If the Buyer does not settle the invoice issued by the Seller, Fleequid may issue a payment reminder. If the Seller does not receive full payment within 7 days, the Buyer acknowledges and accepts the right of Fleequid and the Seller to consider the Contract terminated under Art. 1456 of the Civil Code and, in any case, Fleequid's right to cancel the sale and/or block the Buyer's account. Partial payments are strictly prohibited. In the event of partial payments, Fleequid will have the right to impose a penalty of €350 on the Buyer if the total amounts received by the payment deadline correspond to the total sums due to Fleequid and/or the Seller, or 5% of the Clearing price in other cases.
- If Fleequid decides to terminate the Sales Contract in accordance with Article 11.2) or to cancel the sale due to incomplete payment by the Buyer to the Seller, Fleequid will still be entitled to receive payment for the Commissions owed by the Buyer, Fees for services already rendered, as well as a penalty of €1,000 for each of the Vehicles subject to the Adjudication.
- Except in cases where Vehicles are intended exclusively for scrapping, once the Buyer has provided the Seller with all necessary documents and information for the transfer of Vehicle ownership, the Seller must proceed, within the following 20 days, to transfer ownership to the Buyer and communicate in writing the availability of the Vehicle for delivery. Delivery should occur, unless otherwise agreed between the Parties, no later than 10 days from the date of such communication. The Seller's notification of the availability of the Vehicle for delivery constitutes a formal notice of default by the creditor under Art. 1206 of the Civil Code (mora credendi).
- Unless otherwise agreed in the Contract or indicated in the Auction sheet or other documentation available on the Marketplace, the delivery of the Vehicle takes place at the Seller's registered office (EXW - Incoterms 2020).
- If the Vehicle is not delivered to the Buyer within the stated timeframes, the Seller acknowledges and accepts the right of both the Buyer and Fleequid to consider the Contract terminated under Art. 1456 of the Civil Code, as well as Fleequid's right to cancel the sale and/or block the Seller’s account. The termination of the sales contract will not, in any case, negate Fleequid's right to receive payment for the Commissions, Fees for any services rendered, and any other reimbursements that are due.
- If Fleequid or the Buyer decide to terminate the Sales Contract in accordance with Article 11.6), or if Fleequid decides to cancel the sale due to the Seller's failure to deliver the Vehicle, Fleequid will still retain the right to the Commissions owed by the Seller, Fees for services already rendered, as well as the payment of a penalty by the Seller of €1,000 for each Vehicle that was adjudicated and not delivered to the Buyer.
- If the Vehicle delivered by the Seller to the Buyer presents damages, deficiencies, or missing accessories compared to what was declared by the Seller, the Buyer must report these in the delivery report, which is to be signed in duplicate with the Seller (and if applicable, also with the carrier), and immediately file a complaint with Fleequid following the procedures outlined in Article 13 of these General Conditions.
Disclaimer of Warranty and Indemnification of Fleequid for the Resale Process of Vehicles
- Buyers acknowledge and agree that the Vehicles for sale on the Marketplace, unless otherwise expressly indicated in individual cases, are used and not newly manufactured.
- Vehicle information, accessories, and any other goods sold by Fleequid are generally based on information provided by the Seller. The Seller is solely responsible for the Vehicle's Technical Specifications, even when Fleequid conducts the Resale and in cases where the Vehicle has been previously inspected by Fleequid or is the subject of a technical dossier compiled by Fleequid or commissioned by it from third parties. The Buyer acknowledges and agrees that the Vehicle mileage, as indicated by the Technical Specifications or in the Auction documentation, is always subject to a tolerance of 15,000 kilometers. Therefore, mileage that does not exceed 15,000 kilometers over what is indicated on the Marketplace in the relevant Auction listing cannot be considered a defect.
- Vehicles sold on the Marketplace are considered sold from one professional to another (B2B) with the "as seen, liked, and accepted" clause ("as is," "as available"), with the Buyer expressly acknowledging and accepting that Fleequid provides no warranty on the Vehicle or its individual components. All services offered by Fleequid through the Marketplace are provided at the User's risk. Therefore, the Parties expressly recognize and agree to indemnify Fleequid, to the maximum extent permitted by law, from any liability and consequences arising from defects, including hidden defects, wear and tear, irregularities, unsuitability for use, lack of qualities related to the Vehicle, accessories, as well as from any falsehoods, irregularities, errors, or inaccuracies in the declarations made by the Seller in the Sale Promise or by the Buyer during purchase. Under no circumstances can Fleequid be held liable for compensation for any damages not indicated in the Technical Specifications and/or photos and/or inspections published and in any case, those that are previously verifiable.
- The Buyer acknowledges and agrees that under no circumstances can any defects and/or faults and/or specifications and/or conditions of use and/or lack of conformity, including those of hidden parts or parts not easily accessible on the Vehicle, be considered hidden defects if the Buyer could have discovered them by taking advantage of any opportunity provided by Fleequid to inspect and test the Vehicle before making an Auction Offer.
- With regard to the degree of age and wear, Fleequid cannot be held responsible, and therefore is not obligated to indemnify or compensate the Buyer, for any defects, including those not immediately visible and/or knowable, that may be found in Vehicles with a mileage exceeding 250,000 km or that were first registered more than four (4) calendar years ago, in non-running Vehicles, and/or those indicated as damaged and/or exclusively for demolition, and/or those with a Reserve Price below €50,000 (fifty thousand euros).
- Should there be any indication, even in a residual manner, of the existence of "hidden defects" in the Vehicle sold by Fleequid as part of the Resale service, the Buyer acknowledges and agrees that Fleequid's role in the commercial exchange between the Seller and the Buyer involves purchasing the Vehicle from the Seller only after the Adjudication. Fleequid is not required to inspect the Vehicle and, in any case, is indemnified from liability regarding any "hidden defects" (Art. 1495 of the Civil Code). In this regard, the Buyer agrees to indemnify Fleequid against any warranty claims for potential "hidden defects" in the Vehicle sold by Fleequid during the Resale. The provisions of Articles 13 and 14 shall, in any case, apply.
Complaints
- Every User has the right to submit complaints to Fleequid. Where possible, and notwithstanding the liability exclusions outlined in these General Conditions, Fleequid will intervene with both the Seller and the Buyer to amicably resolve any potential disputes related to the sale of Vehicles on the Marketplace, both before and after the Adjudication.
- In cases where the Buyer complains about the Vehicle's non-conformity to the Technical Specifications indicated in the Auction or the presence of defects and/or faults in the Vehicle, provided that the Buyer has reported such anomalies at the time of delivery in accordance with the Contract or applicable General Conditions, a formal complaint must be submitted to Fleequid. This can be done using the specific form available on the Marketplace or by sending an email to claims@fleequid.com. To avoid forfeiture, the complaint must reach Fleequid no later than 30 days from the delivery date of the Vehicle and on the condition that the Vehicle has not subsequently traveled more than 1,000 km. The complaint must include all necessary information and photographic evidence for Fleequid to assess the case. Fleequid reserves the right to request additional supporting documents, which must be submitted within 5 days of the request. In case of delays in providing information, Fleequid reserves the right to disregard the complaint and to close the case. Fleequid also reserves the right not to consider complaints submitted with different timing, procedures, or information.
- After a complaint is submitted, except in cases where Vehicle restoration is necessary for reasons of proven absolute necessity, no restoration work should be carried out by the Buyer without prior authorization from Fleequid. The Buyer agrees to preserve and make available to Fleequid any damaged parts of the Vehicle.
- Fleequid reserves the right to appoint its own trusted expert to inspect the Vehicle. At Fleequid's request, the Buyer is obligated to provide, at their own care and expense, diagnostics and/or repair estimates for the Vehicle.
- After conducting the necessary evaluations, Fleequid has the right, but not the obligation, to work towards finding a satisfactory resolution to the complaint, potentially involving the Seller.
- Fleequid commits to handling complaints within 15 days from the moment it has received all the necessary information to assess the Buyer's request, informing them of the decisions made.
- Following the evaluations conducted at its discretion, Fleequid may either accept or justifiably reject the complaint. Fleequid reserves the right, in any case, to propose amicable resolutions to the dispute to both the Seller and the Buyer. The Parties acknowledge and agree that any settlement proposals offered by Fleequid do not constitute an admission of liability by Fleequid or the Seller, nor do they imply a waiver of any rights or defenses. The communications and information exchanged between the Parties during the complaint management process are confidential and explicitly agreed not to be producible in any legal proceeding or disseminated. Breaching the prohibition on producing or disseminating information and communications exchanged during the complaint procedure will entitle Fleequid to impose a penalty of €5,000 (five thousand euros) on the non-compliant User.
- If the complaint is accepted, Fleequid may decide to cover all or part of the repair costs at a repair shop of its choice, or, upon presentation of a receipted invoice consistent with any expressly approved estimate, reimburse the Buyer for the repair costs incurred.
- The Seller and Buyer accept and acknowledge Fleequid’s right to resolve a complaint by, at its sole discretion, canceling the sale of the Vehicle at any time (even overriding the terms set forth in the General Conditions for the reporting of defects), regardless of the validity of the defects claimed by the Buyer and notwithstanding the reporting and/or lapse terms set by the Contract, the General Conditions, or any other rules and agreements governing both the sale of Vehicles by the Seller to Fleequid and the purchase of such Vehicles by Fleequid by the final Buyer. In this situation, both the Seller and the Buyer agree to indemnify Fleequid against liability concerning its decision and to actively cooperate with Fleequid to ensure that the Seller regains ownership and possession of the Vehicle at their own expense, and the Buyer receives the Clearing price. Unless otherwise communicated, the costs of returning and transferring ownership from the Buyer to the Seller will be borne by the Seller, even if initially covered by Fleequid. The Seller shall also reimburse the costs related to delivering the Vehicle to the Buyer and the expenses incurred for the formalities related to the previous transfer of ownership, unless otherwise agreed. Under no circumstances will Fleequid’s Commissions, Fees, and expenses related to the Auction Adjudication be refunded to either the Seller or the Buyer.
Connective clause
- Notwithstanding all the above, and in the event that it is not possible to amicably resolve a complaint related to a Vehicle, or if Fleequid, at its sole discretion, decides not to or cannot cancel the sale according to the previous article, the Buyer and the Seller acknowledge and accept that the Resale conducted by Fleequid is carried out solely to facilitate the purchase procedure of the Vehicle offered by the Seller, without any markup on the sale price. In light of this, and considering that the purchase made by Fleequid from the Seller is conducted "on sale" (i.e., only after an Adjudication) and solely to facilitate the transfer of ownership of the Vehicle to the Buyer, the Users acknowledge and recognize that when Fleequid transfers a Vehicle by conducting the Resale at the end of the Auction, it is essentially performing an objective and mere intermediary activity.
- In light of the above, both the Seller and the Buyer acknowledge and accept that, due to the inherent contractual linkage between the contract by which Fleequid purchases from the Seller and the contract by which it resells to the Buyer, within the limits of the rights and obligations arising from any warranty and/or conformity of the Vehicles sold by Fleequid during the Resale activity, any claim, action, exception, or legal defense should be directed by the Buyer exclusively against the Seller, and vice versa. This is also in accordance with the principles established, mutatis mutandis, by the Court of Cassation, United Sections, on 05.10.2015, no. 19785.
Governing Law, Language and Jurisdiction
- These General Conditions, the Contracts, and all terms governing every relationship between Fleequid and the Users, or between User and another User, are and shall remain exclusively subject to Italian law
- Any disputes relating to the validity, interpretation, application, and/or termination of any of these General Conditions, Specific Conditions, Contracts, or any other legal agreement, shall be under the exclusive jurisdiction of the Court of Como, with the express exclusion of any other potentially concurrent jurisdiction.
- The contractual language is Italian. Should these General Conditions be provided in other languages, the Italian version shall be the only binding version.
Communications
- Unless otherwise specified, all communications between Fleequid and the Users must be made in writing and sent via registered mail with return receipt, express courier service, or email to the following address:
Adorea S.r.l.,
Via Provinciale per Bizzarone,
43 22077 Olgiate Comasco (CO),
Tax Code and VAT No. 04114790134
Tel. +390287176063
e-mail info@fleequid.com
- Communications are considered valid and binding upon delivery if sent by registered mail with return receipt, upon delivery to the courier if sent via express courier service, or upon confirmation of receipt if sent via email to Fleequid.
- Fleequid's communications will be sent to the contacts, including regular email addresses, provided by the User during registration and are presumed to be known and received by the recipient after being sent by Fleequid. Any changes to contact addresses by the Users must be communicated in writing to the other party to be considered valid.
- Unless otherwise specified, all communications between Fleequid and the Users must be made in writing and sent via registered mail with return receipt, express courier service, or email to the following address:
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the User expressly declares to have read, understood, and accepted the following clauses: Art. 2.3 Commissions from both the Seller and Buyer; Art. 2.4 Auction methods and determination of Clearing price; Art. 2.5 Resale process; Art. 3 Approval of any general conditions proposed by users, unilateral amendment of the General Conditions by Fleequid, and the hierarchy of contractual texts; Art. 4.5 Limitations on the use of the Marketplace; Art. 4.6 Measures by Fleequid in case of violation of usage rules; Art. 4.7 Termination; Art. 4.8 Penalty; Art. 4.10 Indemnification for Marketplace operation liability; Art. 4.11 Cancellation of User profile and exercise of the right of withdrawal; Art. 6 Regarding express termination clause, exclusivity of sale, conditions and duration of such exclusivity, possibility of subsequent adjudication, sales limitations, indemnity for liability, technical dossier; Art. 7 Invitation to negotiate, duration of irrevocable purchase offer, Special Auction Conditions, reserve price; Art. 8.4 Handling of the Security Deposit; Art. 9.3 Payment of the vehicle price; Art. 9.4 Set-off; Art. 9.5 Penalty; Art. 9.7 and 9.8 Timeframe for reporting defects; Art. 9.10 Express termination clause and penalty; Art. 10 Payment conditions, termination, penalties, conditions regulating Resale and indemnity for liability, mileage, and terms for defect verification at delivery; Art. 11 Warranty exclusion and indemnity for liability of Fleequid, risk transfer, express termination clause, penalties, sale cancellation right, exclusion of hidden defects, liability limits based on mileage and vehicle age; Art. 13 Complaints, complaint resolution proposals, resolution of complaints by Fleequid through sale cancellation, hidden defects, indemnity, "as seen and liked" clause, penalties; Art. 14 Connective clause; Art. 15 Governing law, language, and jurisdiction.