1.          Definitions.

In addition to the other definitions contained in these General Terms and Conditions, the following terms shall have the meanings set out below:

a.             Buyer(s): indicates the Bidder who, at the end of the Auction, has submitted the Highest Bid and has received confirmation of Successful Bid from Fleequid, following verification of the exceeding of the Reserve Price or the acceptance, by the Bidder,

of any counter-offer made by the Seller. Such person thus becomes the actual buyer of the Vehicle by purchasing the Vehicle from Fleequid as a sales agent for the Seller or, in cases where Fleequid operates as a Pure Intermediary, by purchasing it directly from the Seller. This term always refers to the substantial Buyer, a different entity from Fleequid.

b.             Successful/Winning Bid(s) or Bidder: indicates the condition of the Bidder at the end of an Auction in which the Bidder has placed the Highest Bid, including any raises. The process for deciding the Successful Bidder is fully regulated by Art. 8) of these General Terms and Conditions.

c.              Auction(s) or Sale(s): online sales process carried out via the Marketplace which includes one or more Bids and which concludes with the Successful Bid, which results, in the cases and under the conditions indicated in these GTC, in the sale of the Vehicle to the highest Bidder.

d. “1 Euro Auction”: a specific category of Auction organised and classified as such by Fleequid on the Marketplace, characterised by specific methods for determining the price and by a specific commission structure, governed by dedicated Special Auction Terms published separately and automatically applicable whenever the Auction is expressly classified as such in the relevant Auction Sheet available on the Marketplace, including by means of a badge, identification label or any other graphic or textual indication suitable to clearly signal its nature. Such classification entails the automatic application of the relevant Special Auction Terms, which shall be deemed known and accepted by the Users insofar as they are made available for consultation in the dedicated section of the Marketplace.

e.             Starting Price: the minimum price of the Vehicle above which potential Buyers can place Bids or raised bids on the Marketplace.

f.             Commissions: the commissions owed by both the Seller and the Buyer to Fleequid for the purchase and sale of Vehicles carried out using the Marketplace or Fleequid's trading services and systems. Unless otherwise agreed in writing between Fleequid and the parties, or otherwise indicated in the Specific Auction Terms and Conditions, these Commissions are determined by Fleequid based on the Fleequid Fee Schedule published and made available on the Marketplace at: https://fleequid.com/en/pricing-seller and https://fleequid.com/en/pricing- buyer. With reference to the calculation of the Reserve Price, only the Commissions contractually charged to the Seller, as determined by the Fleequid Fee Schedule, are relevant.

g.               General Terms and Conditions or GTC: these general terms and conditions of contract, available in the relevant section of the Marketplace, which regulate the relationship between Fleequid and all Users.

h.             Special Auction Terms and Conditions: any specific contractual conditions that specify, even in derogation from these GTC, the rules for successfully bidding on certain Vehicles within the specific sections of the Marketplace applied to one or more Auctions. The Special Auction Terms and Conditions, when present, can be consulted in the specific Auction section on the Marketplace, and may include, by way of example but not limited to, special warranty conditions, limitations on the submission of Bids by Users in possession of certain individual requirements, specific terms or methods of delivery of the Vehicles or special Fees or charges governing the specific Auction. The hierarchical relationship of the Specific Auction Terms and Conditions with these GTC and with any other Specific Terms and Conditions or other contractual relationships is governed by Art. 3.3 of these GTC.

i.             Specific Terms and Conditions: general contractual conditions, additional to these GTC, specific to certain categories of Vehicles or Services present on the Marketplace. The relationship of the Specific Terms and Conditions with these GTC and any other contractual sources is governed by Art.

3.3 of these GTC.

j.               Contract(s): depending on the case, designates the contractual relationships, governed by these GTC as well as by any Special Auction Terms and Conditions and Specific Terms and Conditions. The Contract regulates the sale of Vehicles by the Seller to Fleequid, as the Buyer's sales agent, or the resale of the Vehicles by Fleequid, as the purchasing agent, to the Buyer who is the principal purchaser. The Contract may also regulate the direct transfer of Vehicles from the Seller to the Buyer in cases where Fleequid acts as a Pure Intermediary. Please note that such contracts may be concluded verbally or by other means of manifestation of will, and Fleequid does not necessarily require that they be concluded in written form.

k.               Consumer(s): the natural person(s) who act(s) for purposes other than any entrepreneurial, commercial, craft or professional activity carried out pursuant to Art. 3 of Leg. Decree No 206 of 6 September 2005.

l.             Security Deposit: sum of money that the Bidder must pay to Fleequid when placing a Bid at Auction, as a guarantee of the seriousness of the offer made.

m.               Fleequid: mainly refers to the company Adorea Srl, with registered office in Via Provinciale per Bizzarone, 43 – 22077 Olgiate Comasco (CO), Tax Code and VAT number 04114790134, registration in the Como Business Register No 420825, e-mail info@fleequid.com, owner of the Fleequid® trademark. The term may also refer to other legal entities, affiliated with or designated by Adorea S.r.l. for the sale and purchase of Vehicles. If a sale is made through a legal entity other than Adorea S.r.l., Fleequid undertakes to communicate to Users, in the relevant contractual and tax documents, the identification details of the entity involved in the transaction. These details may be defined, at Fleequid's sole discretion: Either by communicating them in advance to the Seller upon acceptance of the Offer to Sell and to the Buyer in the Auction information sheet; or subsequently, upon conclusion of the Contract, by simply referring to the legal entity in the tax documents relating to the sale. Users agree that such operating structure may include, by way of example but not limited to, branches, affiliates, or other companies formally incorporated and attributable to Fleequid, including those located in foreign countries. Furthermore, sales shall be governed by the tax legislation applicable in the country in which the legal entity involved in the specific transaction is based. Finally, in the context of Resale, where Fleequid is referred to as the formal buyer or seller, it should never be confused with the substantial Buyer or Seller.

n.           Encumbrance: lien or encumbrance, guarantee right, pledge, enforcement order, contractual obligation, retention of title, obligation relating to taxes or duties, mortgage, pledge or other encumbrance, of any nature whatsoever, weighing on the Vehicle and which may prevent or make more difficult its legal circulation and marketability. Any specification of the Vehicles which does not allow for the ‘free circulation’ of the Vehicles within the European Union or the absence of ‘CE certification’ in accordance with applicable European Union legislation, if required, is to be considered an Encumbrance.

o.             Pure Intermediary: the condition in which Fleequid operates exclusively as a facilitator of the Auction process, not carrying out the Resale and therefore allowing the transfer and invoicing of the Vehicles directly from the Seller to the Buyer.

p.             Marketplace: auction platform and other platforms, apps, websites and integrated services (available within the app, websites and services of other companies) which constitute an online marketplace in which Users can, in the cases and under the conditions established by these GTC and any other previously approved and applicable trading regulations, purchase and sell Vehicles as well as request and/or use the other Services made available by Fleequid. Among these, in particular, the Fleequid website at the following address: https://www.fleequid.com.

q.             Bid(s): the purchase offer(s) made by the Bidders participating in the Auction to acquire the Vehicle at a specific price.

r.             Bidder: Professional User who participates in the Auction, making one or more Bids aimed at winning one or more Vehicles. The Bidder becomes the Buyer when they place the Winning Bid on the Vehicle.

s.              Parties: means jointly Fleequid, the Seller, the Bidder and/or the Buyer.

t.              Hammer Price: price corresponding to the Highest Bid, equal to or higher than the Reserve Price set by Fleequid on the basis of the MCSP set by the Seller or in any case subsequently accepted by the Seller or the Buyer (in the event of acceptance by the Bidder of any counter-offer from the Seller), at which point Fleequid declares the Successful Bid that is binding for both the Seller and the Buyer at the end of the Auction.

u.              Minimum Commitment to Sell Price (MCSP): the price, expressed in EUR, established by the Seller at the time of the Offer to Sell, which represents the minimum net proceeds that the Seller intends to obtain from the sale of the Vehicle. The MCSP must be communicated to Fleequid at the time of the Offer to Sell and is binding; any changes can only be made in writing and only before the start of the Auction.

v.             Reserve price (RP): the gross auction value, determined by Fleequid on the basis of the MCSP set by the Seller and the Commissions payable by the Seller as per the Fleequid Fee Schedule. The RP represents the minimum price threshold at which, or above which, the Seller certainly and irrevocably agrees to the sale of the Vehicle at the end of the Auction, ensuring that, upon exceeding the RP, the Seller's net proceeds are at least equal to the MCSP.

w.             Professional: the natural or legal person acting in the exercise of their entrepreneurial, commercial, craft or professional activity, or their intermediary, with the exclusion of Consumers. This definition also includes ‘microenterprises,’ i.e., entities, companies, or associations that, regardless of their legal form, carry out an economic activity, even on an individual or family basis, employing fewer than ten people and having an annual turnover or annual balance sheet total not exceeding EUR 2 million, pursuant to Article 2(3) of the Annex to Commission Recommendation No 2003/361/EC of 6 May 2003 and Article 18(d-bis) of Leg. Decree No 206/2005 (Consumer Code).

x.            Offer to Sell: the listing with which the Seller, independently or with the support of Fleequid, offers one or more Vehicles for sale at Auction, or in another procedure present on the Marketplace.

y.             Highest Bid: the highest value among all the Bids submitted by the Bidders at the end of the Auction, even after any increments. In the event that, in accordance with these GTC, Fleequid has the right to cancel one or more Winning Bids, the Highest Bid is determined by excluding the value of Bids relating to previous cancelled Winning Bids.

z.                 Resale: at the end of the Auction which results in an unconditional promise to sell by the Seller and an unconditional promise to purchase by the Buyer, the process, which can also be implemented in the forms referred to in Art. 1395 of the Civil Code, by which Fleequid, in the event that the Vehicle is not already owned by it and in the event that it does not operate as a Pure Intermediary, purchases the Vehicle from the Seller at the Hammer Price and resells it to the final Buyer.

aa.

bb.              Service(s): the service(s), both offline and online, possibly made available by Fleequid to Users and subject to Fees (for example, transport and logistics services for Vehicles, and other services indicated on the Marketplace), with the exclusion of services relating to intermediation in the purchase and sale of Vehicles on the Marketplace, which are subject to Commissions.

cc.          Technical Specifications: set of information, provided by the Seller, or indicated by Fleequid and approved by the Seller, concerning the characteristics, both technical and administrative, of each of the Vehicles offered for sale on the Marketplace.

dd.          Fleequid Fee Schedule: set of conditions that regulate the calculation, also in terms of a percentage of the Hammer Price, of the Commissions due to Fleequid, both from the Seller and from the Buyer, in the event and at the time of a Successful Bid in one or more Auctions. The Fleequid Fee Schedule can be consulted at: https://fleequid.com/en/pricing-seller and https://fleequid.com/en/pricing-buyer.

ee.           Fees: the compensation, other than Commissions, due to Fleequid for the provision of one or more Services requested by Users.

ff.          User: any Professional, sole proprietorship or legal entity who has completed the Marketplace registration process, or has otherwise joined it by approving these General Terms and Conditions, in order to access, view, use and/or participate in the Auctions on the Fleequid Marketplace to offer to buy or sell Vehicles, and benefit from the Services offered, including Sellers, Bidders and Buyers.

gg.          Vehicle: any motor vehicle, new or used, sold or listed by Sellers on the Marketplace, including but not limited to buses, trucks, vans, cars and other means of transportation.

hh. “End-of-Life Vehicle(s) (ELV)”: any Vehicle which, pursuant to the environmental legislation applicable in the country where the asset is located at the time of transfer, may be classified as waste or is intended for scrapping and the recovery of materials. For the purposes of these General Terms and Conditions, the legal holder of the End-of-Life Vehicle shall remain, at all stages, the Seller until delivery of the Vehicle to the Buyer authorised to carry out scrapping or waste treatment, from which moment such status shall transfer to the Buyer. Fleequid, as operator of the Marketplace, does not at any stage assume the status of producer, holder, carrier, operational intermediary or waste manager, and does not organise or coordinate any transport, treatment, recovery or disposal activities relating to End-of-Life Vehicles.

ii.             Seller: any Professional who uses Fleequid's sales services and who offers to sell their Vehicles. This term always refers to the substantial Seller, a different entity from Fleequid. In the event that Fleequid takes on the role of formal seller in the Resale process, it shall always be referred to as Fleequid.

Any reference in these GTC to ‘days’ is to be understood as referring to working days, where ‘working days’ are understood to mean the days of the week from Monday to Friday, from 8.30 am to 12.30 pm and from 2 pm to 6 pm, excluding any public holidays in Italy. The applicable time zone is that of Fleequid's registered office.

2.             PURPOSES

2.1          Fleequid is a professional operator active in the management of large fleets with qualified expertise in the sector of company vehicle recovery, including through withdrawal, evaluation, disposal and sale. Fleequid is, among other things, a provider of information society services, as defined by Regulation (EU) 2022/2065 of 19 October 2022, by Directive 2000/31/C and by Art. 1(1)(b) of Directive (EU) 2015/1535, having designed, developed and launched an online marketplace (Marketplace) where users can buy and/or sell Vehicles as well as request and/or use the other Services. The Marketplace operates in particular as an auction platform, giving Sellers the opportunity to advertise the availability of Vehicles for sale and Buyers the opportunity, to make starting and raised Bids.

2.2          These General Terms and Conditions are intended to regulate the methods and conditions under which Users can join and use the Marketplace, commission Fleequid to purchase or sell Vehicles via Auction, conclude Sales Contracts, or request and obtain additional Services.

2.3          Users acknowledge and accept that, except in cases where Fleequid acts as a Pure Intermediary (see Article 2.6 below), Auctions are always conducted by Fleequid acting in its own name and on behalf of the Users, with an irrevocable mandate to buy or sell, respectively, pursuant to Article 1703 et seq. of the Italian Civil Code. More specifically, when Users operate on the Marketplace as a Seller, by entering an Offer to Sell a Vehicle, they commission Fleequid, pursuant to Art. 1731 of the Italian Civil Code, to sell, in its own name and on their behalf, the Vehicles indicated from time to time, at the Hammer Price (i.e. corresponding to: a. the value of the Highest Bid when it is higher than the Reserve Price, always previously indicated by the Seller; b. the Highest Bid lower than such Reserve Price, but expressly accepted by the Seller after the Auction; or

c. corresponding to the value of the counter-offer made by the Seller to the Bidder and which the latter has accepted). Otherwise, when Users operate on the Marketplace as a Bidder, they grant Fleequid the irrevocable mandate to purchase, on their behalf but in the name of Fleequid, one or more Vehicles at the Hammer Price which shall be determined at the end of the Auction procedure.

2.4          Users acknowledge and accept that Fleequid generally acts as a commission agent for both the Bidder and the Seller, requesting and obtaining, in the event of a Winning Bid, Commissions from both. Users expressly authorise Fleequid to enter into sales contracts pursuant to Art. 1395 of the Italian Civil Code and acknowledge and accept that Fleequid is not involved in determining the content of the sales contract entered into from time to time, since the Minimum Commitment to Sell Price (MCSP) for each Vehicle is set exclusively by the Seller, while the Reserve Price (RP) is consequently determined by Fleequid on the basis of the MCSP and the Fleequid Fee Schedule, to ensure that the Seller, upon exceeding the RP, receives net proceeds at least equal to the MCSP. The Hammer Price is determined in the Auction competition, always by the Buyer, by making the Bids and any possible raises. In light of the foregoing, the Parties expressly acknowledge and accept that the Marketplace's specific operating procedures and the related Auction sales process represent adequate and sufficient conditions, similar to those indicated in Article 1515(3) of the Italian 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.

2.5          Provided that the Vehicle is the subject of a final Winning Bid at the end of an Auction and that the conditions set out in Art. 6.8 below are met, Fleequid transfers the Vehicles and attributes the commissioned sale to its principals, generally by means of Resale. The Parties acknowledge that the Resale is carried out by Fleequid for the sole purpose of attributing the sales contract to the respective parties represented (i.e. the Seller and the Buyer). In order to complete this Resale, Fleequid purchases the Vehicles from the Seller and transfers ownership thereof to the successful Buyer (mandatory sale pursuant to Art. 1478 of the Italian Civil Code). Therefore, when a Vehicle is the subject of a Winning Bid on the Marketplace, in accordance with the terms and conditions set out in these GTC, any Specific Terms and Conditions, any Special Auction Terms and Conditions or any other applicable contractual agreements, the Seller is required to transfer ownership of the Vehicle to Fleequid and the Buyer is required to purchase the same Vehicle from Fleequid, in accordance with the terms resulting from the Successful Bid.

2.6          Under the same conditions established in the previous paragraph, and in all cases in which, at its sole discretion, even after the Successful Bid, Fleequid decides not to perform the Resale but to act as a Pure Intermediary, the transfer of the Vehicles takes place directly from the Seller to the Buyer. In this case, Fleequid retains the right to the Commissions from both Parties and the Sales Contract is deemed to be concluded directly between the Seller and the Buyer, with the mediation of Fleequid.

3.          These General Terms and Conditions

3.1          By registering or simply using the Marketplace, Users explicitly accept these General Terms and Conditions and undertake to abide exclusively by them. Any general contract terms and conditions (of supply, purchase, etc.) proposed by Users, especially if different from or in conflict with that established in these General Terms and Conditions, are not considered accepted or valid by Fleequid. Any general terms and conditions proposed by Users shall be considered valid and binding only if expressly approved in writing by Fleequid, following the approval of these General Terms and Conditions and with a clear indication by Fleequid that it wishes to waive the application of these General Terms and Conditions.

3.2          Fleequid reserves the right to modify unilaterally the General Terms and Conditions at its discretion at any time, either to introduce new products or services or to comply with legal or regulatory provisions. Any changes shall be notified to users in a clear and understandable manner at least 30 days before the changes come into effect, unless otherwise required for ongoing auctions and unless the User has expressly accepted the change before the end of this period. Any changes required by law or by the competent authorities shall in any case be immediately applicable and shall operate retroactively. Fleequid shall keep an archive of previous versions of the Fleequid Terms and Conditions and Fee Schedule. Users can access these previous versions by contacting customer support. Unilateral changes to the General Terms and Conditions may be communicated by Fleequid to Users using one or more of the following tools: a) E-mail - An e-mail shall be sent to the e-mail address associated with the User's account, containing a summary of the proposed changes and a link to view the updated General Terms and Conditions and Fee Schedule; b) Notification - A notification may be displayed the following time the User next logs in to the Fleequid platform, informing them of the upcoming changes and providing a link to view the updated Terms and Conditions and Fee Schedule; c) Marketplace Posting - A notice shall be posted on the homepage of the Fleequid website, noting the upcoming changes and providing a link to the updated Terms and Conditions and Fee Schedule. If a User does not accept the changes to the General Terms and Conditions or the Fleequid Fee Schedule, they have the right to withdraw without incurring penalties. Users may exercise this right within 30 days of notification of the changes and in any case of the publication of the updated General Terms and Conditions on the Marketplace. Withdrawal can be made by sending a written communication to: withdrawal@fleequid.com. Upon receipt of the withdrawal notice, Fleequid shall delete the User's Marketplace profile in accordance with the provisions of Art. 4(11) below, applying the unamended version of the GTC to any relationships not yet concluded, provided they were initiated by the User before the date of communication of the changes made to the GTC. Users are required to check the version of the General Terms and Conditions in force before concluding any binding Bid, by consulting the appropriate section of the Marketplace. Use of the Marketplace or any service offered by Fleequid shall constitute acceptance of any changes made. In the event of a dispute regarding the version or applicability of the General Terms and Conditions to the Contract, Users must demonstrate that, despite all reasonable efforts, they have been unable to view the applicable General Terms and Conditions despite consulting the appropriate section of the Marketplace and making a timely written request to Fleequid, before raising any objection, question or complaint in this regard.

3.3          Specific Terms and Conditions and/or Special Auction Terms and Conditions and/or individual contracts may govern the relationship between Fleequid and certain Users, or between Users themselves, with regard to all or some Vehicles, Auctions and Services available on the Marketplace. Where one or more of the possible contractual instruments indicated above apply to the Contract, Users acknowledge the following hierarchical order of priority and application: 1) Special Auction Terms and Conditions: these have absolute priority within the hierarchy. Where specified for one or more Auctions, or where applicable on the basis of the qualification of the Auction itself or any indication or labelling on the Marketplace, they shall apply automatically and shall prevail over any Specific Terms and Conditions and over these General Terms and Conditions, unless otherwise indicated; 2) Specific Terms and Conditions: these prevail over the General Terms and Conditions but are subordinate to the Special Auction Terms and Conditions, where applicable; 3) individual contracts: any individual contracts formalised in writing and approved by Fleequid with one or more Users may derogate from these General Terms and Conditions and from the Specific Terms and Conditions in the relationships between Fleequid and such specific Users, but not from the Special Auction Terms and Conditions, unless such individual contracts expressly mention a derogation from the latter as well; 4) General Terms and Conditions: these General Terms and Conditions continue to apply on a residual basis, even where individual contracts and/or Specific Terms and Conditions and/or Special Auction Terms and Conditions are provided for, unless there is an express indication to the contrary. Users acknowledge and accept that, with regard to specific categories of Auctions, the Special Auction Terms and Conditions referred to in these General Terms and Conditions shall apply automatically without the need for separate or further express acceptance, by virtue of the mere participation in the Auction and/or the use of the Marketplace, in derogation of these General Terms and Conditions where expressly provided therein.

4.          Registration and permitted use of the Marketplace.

4.1          Users who wish to use the Services offered by Fleequid must register. Registration is free and does not imply any obligation to buy or sell vehicles. By registering on the Marketplace, Users guarantee that they are of legal age, that they are a Professional and that they are able to agree to these General Terms and Conditions.

4.2          Participation in the Auctions is reserved exclusively for Users who have completed the Marketplace registration process, have provided the information requested, which is complete and truthful, and have sent Fleequid the following documents:

a)    Updated Chamber of Commerce certificate (or equivalent certification), specifically indicating the powers of the legal representative, issued no more than six months after registration;

b)    Identity document of the individual entrepreneur or legal representative of the company and related tax code;

c)    VAT registration certificate or other equivalent national documentation;

d)    Any other document reasonably and possibly requested by Fleequid for the purposes of identifying the User and ascertaining their status as a Professional or, with reference to specific Auction categories, suitable for verifying the possession of particular authorisations, qualifications or any other technical/professional requirement required by law.

At Fleequid's discretion, access to the Marketplace and participation in Auctions may also be enabled for Users who have not yet sent all the documents required. In such cases, Fleequid reserves the right to request, at any time thereafter, that such Users send the missing or updated documentation, as well as to suspend or revoke access to the Marketplace and participation in the Auctions in the event of non-compliance.

4.3          The Marketplace registration process implies the obligation to accept these General Terms and Conditions. Fleequid reserves the right to request, at its discretion and at any time, analogous agreement to 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 required for certain Auction categories. The validity and effectiveness of the registration is subject to approval by Fleequid. Fleequid reserves the right, at any time, to allow or not allow registered Users, at its sole discretion, to access its database and other Marketplace features. Fleequid also reserves the right to limit Users' operations to only those Auction categories for which they have demonstrated actual possession of the technical/professional requirements prescribed by current legislation. Each registered User can register only once, indicating one or more company contacts authorised to operate on the Marketplace. The User profile generated at the end of the registration process is not transferable to third parties. Registering on the Marketplace under a false identity is prohibited.

4.4          Once the registration process is complete, Fleequid shall provide the User with a username (corresponding to the e-mail address of the company contact person provided during registration or of any additional contact persons subsequently associated with the User profile) and a password (one for each of the usernames associated with the User profile). These credentials shall allow Users to advertise Vehicles or purchase Vehicles and Services on the Marketplace. Users undertake, under their own responsibility, to maintain strictly confidential and to periodically update the access credentials to their User profile as well as the list of authorised company contacts associated with that profile. Registered Users are responsible for the improper use of the username and password, as well as for updating the persons authorised to operate on their behalf on the Marketplace such as company contacts, expressly indemnifying Fleequid, to the maximum extent permitted by law, from liability in this regard.

4.5          Within the limits and conditions of these General Terms and Conditions, registered Users have the right to make Offers to Sell Vehicles by Auction and to place Bids for Auctions on the Marketplace. To participate in the Auctions and place a Bid, Users are required to pay a Security Deposit, the amount and payment method of which are specified in the Specific Auction Terms and Conditions or otherwise specified on the Marketplace in the process that guides Users in placing their Bids. Fleequid processes the Security Deposit in accordance with the provisions of Art. 8.4 below. The permitted use of the Marketplace is limited to consulting the Auctions and sales advertisements present, placing Offers to Sell Vehicles at Auction, and placing Bids for one or more Auctions, with the aim of purchasing one or more Vehicles and/or Services. Any other use of the Marketplace is expressly prohibited. In particular, activities aimed at making the Marketplace inoperable or more difficult for other Users to use are not permitted. Without explicit authorisation from Fleequid, the data found on the Marketplace cannot be used to create databases, be systematically monitored, or used for purposes other than those permitted. Users may not use data mining programs, robots, or other programs to collect or disclose data. Each User acknowledges and agrees not to use the Marketplace to contact other Users to request information or documents relating to Vehicles advertised on the Marketplace or to directly conclude sales contracts bypassing Fleequid. Fleequid reserves the right to temporarily or permanently obscure the User profile and/or block access to the Marketplace or participation in one or more Auctions if, in its sole discretion, it suspects that the information provided may be unlawful, untrue, incomplete, incorrect, out of date, or false. Fleequid may obscure and/or block access by Users if there are suspicions surrounding the origin of the Vehicles subject to the Offer to Sell, if it deems that the Offers made by the User are anomalous, illicit or abusive, that the User has not paid the Commissions or Fees due to Fleequid for Vehicles or Services provided, if there are disputes regarding the data provided by third parties, if Fleequid has recorded abnormal logins to the user profile, if it suspects that third parties are in possession of the Marketplace access credentials or that the Marketplace and the data contained therein have been used for illicit purposes or for purposes that do not comply with the methods and purposes expressly provided for in these General Terms and Conditions.

4.6          Fleequid shall promptly communicate to the User in writing the measures taken following the above-mentioned violations, providing the relative justification. In the cases contemplated in the previous paragraph (Art. 4.5), Fleequid reserves the right to eliminate immediately and directly the violations or may formally warn the User to eliminate the violations within a period of 30 (thirty) days, after which Fleequid shall in any case be authorised to remove or block the user profile for an indefinite period. This notice period shall not apply in the following cases: (a) if Fleequid is obliged to comply with a legal or regulatory obligation which requires it to cease supplying Vehicles or Services to the User without complying with the notice period; (b) if Fleequid is entitled to terminate the Contract for compelling reasons under Italian law; or (c) if the User has repeatedly breached the rules of use of the Marketplace established in these General Terms and Conditions. Furthermore, the notice period does not apply if the User data is unlawful or inappropriate, if the User's conduct jeopardizes the security of the Marketplace, Fleequid, or other Users, or if the User's conduct involves fraud, counterfeiting, data breaches, spam, or behaviour harmful to minors. In all these cases, Fleequid shall still provide justification for the measure taken.

4.7          In the cases provided for in Article 4.5 above, in addition to removing and obscuring the User profile, Fleequid may block access to the Auctions. The User shall be promptly informed of such measures via e-mail or certified e-mail (PEC). In the event of two or more violations of Article 4.5 by the User, Fleequid shall have the right to permanently block access to the Marketplace, permanently delete the User profile and terminate any ongoing contracts pursuant to Article 1456 of the Civil Code.

4.8          In the event of termination of the relationship by Fleequid pursuant to Art. 4.7 above, Fleequid may demand the payment of a penalty of €3,000.00 (EUR three thousand//00), without prejudice in any case to the right to compensation for any further damage suffered.

4.9          Fleequid's internal complaint management system can be reached using the contact details on the Marketplace as well as by e-mail at the following address: claims@fleequid.com. This system is structured in accordance with Article 11 of Regulation (EU) 2019/1150. Furthermore, pursuant to Art. 12 of the aforementioned Regulation, it is pointed out that any dispute relating to the application of the provisions of this article shall be devolved to a mediation attempt by the Mediation Chamber at the Chamber of Commerce of Como, with which Fleequid declares its intention to collaborate, for the purposes of a mediation attempt that shall be managed with a natural person mediator designated and operating according to the provisions of the mediation regulation of the said Chamber of Commerce, which the User can find here.

4.10      The User acknowledges and agrees that their right to use the Marketplace is limited by the information technology currently available and that Fleequid cannot provide any guarantee for technical defects in the Marketplace or for the continuous and uninterrupted availability of the Marketplace, its operation or its correct use without errors. Users expressly indemnify Fleequid from any liability, including compensation, regarding any defects or malfunctions of the Marketplace, except in the case of wilful misconduct by Fleequid. Therefore, neither Fleequid, nor its employees, representatives and authorised agents can ever be held liable, except in the case of wilful misconduct, for anomalies in the Marketplace or in the conduct of Auctions attributable to technical faults or defects in programming or connection via computer networks.

4.11      Users have the right to request the deletion or rectification of their Marketplace profile at any time, in accordance with the provisions of the General Data Protection Regulation (GDPR) or any other applicable data protection legislation. To proceed, Users can contact Fleequid customer service using the contact details available on the Marketplace or by following the instructions provided in the relevant section. Before deleting or correcting the profile, Fleequid may request additional information to verify the User's identity. Please note that once the cancellation process is complete, all information associated with the User's profile, except that required to comply with legal obligations or for security, fraud prevention, and other purposes compliant with privacy and data protection laws, shall be automatically removed from the system. Fleequid shall also proceed with the cancellation of the profile following notice of withdrawal sent by the User pursuant to Art. 3.2 of these General Terms and Conditions. It is specified that if at the time of the request for deletion of the profile the User is involved in an Auction procedure, as a Seller, Buyer or has made a Bid or an Offer to Sell, Fleequid may restrict or prevent the deletion of the profile until the expiry of all the terms of validity of the obligations undertaken by the User on the Marketplace up to the date of communication of the withdrawal from these General Terms and Conditions or of the request for deletion of their profile on the Marketplace.

4.12      Upon registration on the Marketplace, following the User's performance of at least one of the following activities: (i) the submission of at least one Bid in the context of an Auction procedure; or (ii) the publication of at least one Vehicle by way of an Offer to Sell, the User grants Fleequid, pursuant to and for the purposes of the applicable industrial property legislation, a non-exclusive, royalty-free, revocable, non-sublicensable licence of use, limited in time to the duration of the contractual relationship and, after its termination for any reason, for a further period of 24 (twenty-four) months, in respect of the company name, trademark, logo and other distinctive signs of the User (hereinafter, the "Distinctive Signs"), exclusively for purposes of institutional and commercial communication, marketing and promotion of the Marketplace and of the Services offered by Fleequid. Within such scope, Fleequid is expressly authorised to mention the User as an entity registered on the Marketplace and/or as a user of the Services, including with reference to selling, purchasing or auction-participation activities, and to use the relevant Distinctive Signs, including by way of reproduction and publication on websites, digital platforms, commercial presentations, promotional materials, communications to customers or prospective customers, as well as through social media channels and other means of communication, within the limits set out in this article. Fleequid's use of the Distinctive Signs shall comply with the principles of professional fairness and with the distinctive and reputational function of such signs, and shall in no event be capable of generating confusion among the public as to the existence of relationships of control, affiliation, partnership, joint venture, sponsorship or endorsement between Fleequid and the User, other than the mere objective circumstance of registration and/or use of the Services. Any use of the User's Distinctive Signs that may be denigratory, misleading or otherwise prejudicial to the User's image, reputation or commercial positioning is in any event excluded, as is any use that exceeds the strictly informative and promotional purposes of the Marketplace. With reference to the period following termination of the relationship, the use of the Distinctive Signs is permitted exclusively in connection with informational, promotional and commercial materials already produced or in the process of being distributed as at the date of termination, as well as for historical reference and commercial portfolio purposes, to the exclusion of any new active use that could portray the User as a current customer of Fleequid. This authorisation does not entail any transfer, grant or recognition of further rights over the User's Distinctive Signs, which remain the exclusive property of the User, nor does it confer on Fleequid any right of registration, filing or autonomous exploitation thereof. It is understood that the User may at any time object, on justified grounds, to the use of its Distinctive Signs and/or to the mention of its name as a customer of Fleequid by means of written communication sent to the addresses indicated in these General Terms and Conditions; in such case, Fleequid undertakes to cease such use within a reasonable period from receipt of the request, save for materials already published and not susceptible of modification or removal by ordinary means.

5.          Processing of Users' personal data. 

5.1          When registering on the Fleequid Marketplace, registered Users declare that they have read the Privacy Policy in compliance with the laws in force and with the requirements of Art. 13 of Regulation (EU) 2016/679 (GDPR), which can be found at the following address: https://fleequid.com/it/privacy-policy. Personal data is processed in compliance with all precautionary measures to ensure its security and confidentiality, in accordance with the provisions of the GDPR, for the purposes indicated in this Privacy Policy, which also indicates and clarifies the rights of data subjects and the procedures they can activate in relation to their personal data.

5.2          Registered Users can subscribe to the Fleequid newsletter. Users can unsubscribe at any time by selecting the corresponding option in the newsletter received. By agreeing to receive the newsletter, Users agree to receive updates on new Auctions, new offers, or new Services managed by the Marketplace, in accordance with the Privacy Policy.

6.          Conditions governing the Offer to Sell Vehicles at Auction.

6.1          Registered Users have the right, but not the obligation, to propose the sale of Vehicles through their accounts on the Marketplace. Offers to Sell Vehicles can be placed independently by the Seller on the Marketplace or with the assistance of Fleequid sales staff.

6.2          In order to accept the Offer to Sell and start the Auction, Fleequid requires the Seller to provide a truthful description in good faith of the Vehicle's Technical Specifications. The Selle must provide accurate and complete technical and administrative information relating to the Vehicle, together with real photographic images. The description of the Vehicle entered and the images and drawings uploaded to the Marketplace shall not include any external links, phone numbers or e-mail addresses. Fleequid reserves the right to anonymise any images or documents that may reveal the current or previous owners of the Vehicle. The Seller acknowledges and agrees that Fleequid may reject an Offer to Sell, an attempted purchase, a Bid or an acceptance without having to specify the reasons, or to assign a Vehicle to a product group other than that indicated by Seller. For all set deadlines, the date and time on Fleequid's computer system shall be decisive. In order to facilitate the disposal of Vehicles by the Seller and the insertion of Offers to Sell on the Marketplace, Fleequid reserves the right to offer, in certain circumstances, to create a detailed technical file of the Vehicles for sale. The creation of the technical file by Fleequid, even when requested by the Seller, is subject to Fleequid's approval and is subject to specific Fees. When Fleequid provides the technical file service, the Seller undertakes to make available to the appointed Fleequid personnel the Vehicles, the related administrative and technical documentation and to provide, through its own technicians, assistance during the Vehicle inspection process. Furthermore, the Seller authorises Fleequid to view, test, photograph the Vehicles and to carry out detailed inspections prior to the sale. If requested and subject to approval, Fleequid may manage Vehicle logistics and conduct administrative investigations or gather additional technical documentation; these activities are also subject to specific Fees and availability. When the Seller requests that Fleequid put together the technical file, this must be examined and confirmed by the Seller, who must promptly report any deficiencies or inaccuracies. Even if created by Fleequid, it is the Seller's sole responsibility to verify that the technical file, made available for consultation in the Auction section of the Marketplace, is consistent with the actual Vehicle Technical Specifications. The publication of the technical file on the Marketplace, together with the Seller's failure to report promptly any errors in the Technical Specifications made available to Users, shall constitute tacit approval of such a file by the Seller.

6.3          In submitting the Offer to Sell and in connection with the subsequent sales procedure for the Vehicle, the Seller represents and warrants to Fleequid and to the Bidders that the Vehicles are currently, and shall be at the date of conclusion of the Sales Contract, fully owned by the Seller, free from any Encumbrances. Exceptionally, Fleequid may authorise the sale at Auction of Vehicles subject to Encumbrances, provided that the Seller notifies Fleequid in good time and in writing of the existence of such Encumbrances. Where the Vehicle is subject to Encumbrances, the Seller shall specify their nature and the procedures necessary for their removal, including the related costs. Unless otherwise agreed in writing or specified in the Special Auction Terms and Conditions, the removal of Encumbrances shall always be at the Seller's expense and must be completed within a maximum of 3 working days from the Successful Bid. Failure to remove the Encumbrances within such time limit entitles Fleequid to terminate the Contract pursuant to Art. 1456 of the Italian Civil Code, as well as to charge the Seller a penalty of €2,000.00 (two thousand/00 euros), without prejudice to any further damages. Where the Offer to Sell concerns Vehicles intended exclusively for scrapping and/or qualifying, under the applicable environmental legislation, as end-of-life vehicles (ELVs), the Seller shall promptly inform Fleequid in order to allow the latter to restrict participation in the Auction to Users holding the professional requirements prescribed by the legislation in force for the sale and handling of such Vehicles, and to manage the related administrative, environmental and authorisation obligations.

6.4          In the case of incomplete Offers to Sell, Fleequid has the right to request from the Seller at any time the information and documents necessary to complete the Offer. The Seller undertakes to provide any documentation and information requested by Fleequid within 3 days of the relative request.

6.5          Even after the approval of the Offer to Sell, Fleequid shall always have the right to request and obtain further information and/or documents relating to the Vehicles offered by the Seller.

6.6          The duration of each Auction, the value of any expected increments and the determination of the Starting Price shall be established in a reasonable manner by Fleequid. If it becomes necessary to schedule a new Auction, Fleequid shall be responsible for establishing the time interval between the various Auctions. In compliance with the Reserve Price, Fleequid reserves the right to determine, at its sole discretion, the types of Auction outlined in the Art. 7.8 below to be applied for the attempted sale. The Starting Price may be set by Fleequid at a lower, equal, or higher price than the Reserve Price, it being understood that the Successful Bid is binding on the Parties only in the event that the Reserve Price is exceeded or the Seller accepts a lower offer as provided for in Article 6.11.

6.7          By submitting the Offer to Sell, the Seller expressly authorises Fleequid to advertise the Vehicle and to make the Vehicles' Technical Specifications available to other Users at any time, both before and during the Auction, through the Marketplace or other communication channels (for example, advertisements on other websites, newsletters, inclusion in the ‘upcoming auctions’ section, etc.). In any case, without prejudice to Fleequid's right to remove the Auction at any time, without specifying its reasons, the Offer to Sell is considered accepted by Fleequid when it is published on the Marketplace or when Fleequid, in any other form, confirms acceptance of the Offer to Sell to the Seller. The Vehicles offered for sale remain under the control of the Seller throughout the entire Auction sales process. The Seller undertakes to keep such Vehicles compliant with the description given on the Marketplace, with the advertised documentation, with the Technical Specifications and not to use them during the entire period between the first publication of the Offer to Sell and the final deadline by which Fleequid has the right to sell them at Auction. Furthermore, the Seller consents to any visits organised by Fleequid at the premises where the Vehicles are stored. These visits, with the support of the drivers and technicians that the Seller undertakes to make available, facilitate the viewing of the Vehicles by any Users interested in purchasing them.

6.8          Upon acceptance of an Offer to Sell by Fleequid (Art. 6.7), a contract is concluded between the Seller and Fleequid pursuant to which the Seller, also for the purposes of the sales mandate granted under the preceding Art. 2.3, irrevocably undertakes to sell the Vehicle exclusively to Fleequid (or, where Fleequid, instead of operating through Resale, declares pursuant to Art. 2.6 that it shall act as a Pure Intermediary, directly to the final Buyer). Such commitment to sell, which corresponds to the obligation of Fleequid (or of the Buyer, where Fleequid acts as a Pure Intermediary) to purchase, is subject to the following conditions: (a) the accuracy and completeness of all Technical Specifications and information contained in the Offer to Sell and/or in the Auction data sheet (including where the technical dossier has been prepared by Fleequid or its appointees), as well as the correctness of the documents provided by the Seller or associated with the Offer to Sell, all of which shall be deemed essential; (b) the final Successful Bid on the Vehicle in favour of a Buyer at the end of the Auction procedure; (c) payment by the successful Buyer, within the deadlines set out in the General Terms and Conditions of the Marketplace or in the Contract, of the Hammer Price and of any other sum due to Fleequid by way of Commissions, Fees and otherwise. The Seller acknowledges and accepts that any invoicing request made by Fleequid is of a purely administrative nature and does not constitute confirmation that the conditions set out in this article have been fulfilled. The Seller further acknowledges and accepts Fleequid's right to cancel the sale and/or terminate the Contract in the event of delay or non-payment by the Buyer, expressly waiving any claim or objection against Fleequid in relation to the effects deriving from such decisions. The Seller's commitment to sell is of indefinite duration, with a minimum period of sixty (60) days starting from the date of acceptance of the Offer to Sell by Fleequid. During such minimum period, the Seller may not revoke the selling mandate granted to Fleequid. Upon expiry of the minimum period of sixty (60) days, the Seller may withdraw from the commitment to sell by giving Fleequid at least fifteen (15) days' prior written notice. Such withdrawal shall be effective: (i) upon expiry of the notice period, if the Vehicle is not subject to an Auction; (ii) upon completion of the Auction, if at the end of the notice period the Vehicle is still subject to an Auction, provided that, at the end of such Auction, no Successful Bid has been recorded. Where the Auction results in a Successful Bid, the period of validity of the Seller's commitment to sell shall in no event be less than thirty (30) days from the date on which Fleequid notifies the Seller and the Buyer of the Successful Bid. This additional period is necessary to allow Fleequid, in the event of cancellation of the initial Successful Bid or termination of the Sales Contract with the first successful bidder, to assess subsequent Bids and proceed with a Successful Bid in favour of other Bidders who have submitted valid Bids, and to finalise the Resale Contract with the successful Buyer.

a) The accuracy and completeness of all Technical Specifications and of the information contained in the Sales Proposal and/or in the Auction Sheet (including where the technical dossier has been prepared by Fleequid or by its appointed representatives and, in any event, where the Auction Sheet has been completed and published by Fleequid under mandate from the Seller), as well as the correctness of the documents provided by the Seller or otherwise associated with the Sales Proposal and/or the Auction Sheet, all of which shall be considered essential;
b) The final Award of the Vehicle to a Buyer at the end of the Auction procedure;
c) The payment by the successful Buyer, within the terms established by the Marketplace General Terms and Conditions or by the Contract, of the Award Price and of any other amount due to Fleequid by way of Commissions and Fees.

The Seller acknowledges and accepts that any request for invoicing by Fleequid is of a merely administrative nature and does not constitute confirmation that the conditions set out in this article have been fulfilled. The Seller further acknowledges and accepts Fleequid’s right to cancel the sale and/or terminate the contract in the event of late payment or non-payment by the Buyer, expressly waiving any claim or objection against Fleequid in respect of the effects arising from such decisions. The Seller’s sales commitment is for an indefinite term, with a minimum period of 60 days starting from the date of acceptance of the Sales Proposal by Fleequid. During such minimum period, the Seller may not revoke Fleequid’s sales mandate. Once the minimum period of sixty (60) days has elapsed, the Seller may withdraw from the sales commitment by giving written notice to Fleequid with a minimum notice period of fifteen (15) days. Such withdrawal shall be effective:
i) upon expiry of the notice period, if the Vehicle is not in Auction;
ii) upon conclusion of the Auction, if at the end of the notice period the Vehicle is still in Auction, provided that, at the end of such Auction, the Vehicle has not been awarded. Where the Auction results in an Award, the validity period of the Seller’s Sales Commitment may never be less than thirty (30) days from the date on which Fleequid notifies the Seller and the Buyer of such Award. This additional period is necessary both to allow Fleequid, in the event of cancellation of the initial Award or termination of the Sale Contract with the first successful bidder, to assess subsequent Bids and proceed with the Award in favour of other Bidders who have submitted valid Bids, and to finalise the Resale Contract with the successful Buyer.

6.9          After acceptance of the Offer to Sell (Art. 6.7), the Seller acknowledges in any case that the Marketplace shall be the only place of listing for the Vehicles and that they shall not be able to offer or sell the Vehicle in any other place until: (a) the Vehicle is sold via the Marketplace, or (b) the period within which Fleequid has the right, under these Terms and Conditions, to re-list the Vehicle for Auction has expired, or (c) Fleequid communicates in writing that, although such period has not yet expired, it has no interest in re-listing the Vehicle for Auction; following these events, 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. Likewise, the Seller undertakes to inform Fleequid promptly of any direct purchase request received during the period in which Fleequid has the exclusive right to sell the Vehicle. The Seller guarantees Fleequid exclusivity in the promotion and sale of its Vehicles. In the event of a breach of the obligations indicated above, including those of exclusivity, Fleequid shall have the right to apply to the Seller a penalty equal to three times the Commissions that would have been due by the Seller to Fleequid in the event that the sale had concluded with a Winning Bid in accordance with the Reserve Price determined by Fleequid on the basis of the MCSP communicated by the Seller in the first Offer to Sell placed by them on the Marketplace.

6.10      The Seller acknowledges and accepts Fleequid's right, in all those cases in which, even after the Winning Bid, the Resale Contract between Fleequid and the final Buyer (or the direct sales contract between the Seller and the Buyer, in cases in which Fleequid operates as a Pure Intermediary) should be terminated or could be cancelled/revoked in application of the current General Terms and Conditions (and therefore also when the Buyer should fail to pay, even partially, the amounts due to Fleequid in terms of Hammer Price, Commissions and Fees), to proceed with assigning the Winning Bid on the Vehicle to other Bidders who placed a Bid at the Auction which, even if lower than the Highest Bid of the first successful bidder, is in any case equal to or higher than the Reserve Price. Consequently, in the case above, the first Winning Bid shall be considered null and void and entirely replaced by the Winning Bid subsequently communicated by Fleequid, and the Seller shall be entitled to receive only the (lower) Hammer Price.

6.11      The Seller understands and accepts that Fleequid or the Buyer shall be entitled to purchase the Vehicle if, at the end of the Auction, at least one Bid (Highest Bid) is received equal to or higher than the Reserve Price. It is hereby underlined that in all cases in which Fleequid purchases from the Seller in order to carry out a Resale, the Sales Contract between Fleequid and the Seller remains conditional upon the fulfilment of the conditions established in Article 6.8. Where the Highest Bid recorded during the Auction is lower than the Reserve Price, Fleequid grants the Seller the right to accept, within 3 days of receipt of notice of the provisional Successful Bid, such Highest Bid lower than the Reserve Price, which, if accepted by the Seller, shall become the Hammer Price. In such case, the Seller acknowledges and accepts that the net proceeds may be lower than the MCSP originally indicated. For justified technical or organisational reasons, Fleequid shall be entitled to grant a further time limit for acceptance by the Seller, in any event not exceeding 10 days in total from the notification of the provisional Successful Bid. Within the same time frame, and as an alternative to accepting the Highest Bid that does not reach the Reserve Price, the Seller may submit a counter-offer to the successful Bidder, indicating a different price at which it is willing to sell the Vehicle. If the counter-offer price is accepted by the Buyer, it shall constitute the Hammer Price and the Highest Bid shall not be taken into account.

6.12      At the end of the first Auction procedure, if no Bid is received or if the Highest Bid is lower than the Reserve Price (and the Seller does not accept it), Fleequid shall be entitled, unless otherwise agreed with the Seller, to re-offer the Vehicle for Auction in further attempts, within the minimum period of validity of the Seller's commitment to sell (Art. 6.8). During such period, Fleequid may schedule any discretionary number of Auctions and, where necessary, make changes to the Starting Price or to the Auction type (Art. 7.8). Furthermore, Fleequid may contact the Seller to agree on a possible reduction of the MCSP, following which it shall recalculate the Reserve Price. It is understood that the final decision regarding any reduction of the MCSP rests exclusively with the Seller. Fleequid shall in any event be entitled to apply discretionary commercial criteria for the management of the new Auctions, including by adopting Special Auction Terms and Conditions providing for specific operating procedures, fee structures and award mechanisms different from those applicable to the previous Auctions, also in derogation of the ordinary provisions of these General Terms and Conditions.

6.13      It is understood that, if the Vehicles remain unsold at the end of the sales attempts provided for in Article 6.12, and provided that the period of validity of the commitment to sell in favour of Fleequid has expired (Art. 6.8), the Seller may proceed with the sale of the Vehicles independently through any other channel, without any minimum price constraint and to any party. The Seller undertakes, in any event, not to engage in conduct intended to circumvent Fleequid's intermediation during the term of the commitment to sell referred to in Article 6.8, nor to use information acquired through the Marketplace to conclude sales, directly or indirectly, with parties who have come into contact with the Seller through the Marketplace or through Fleequid, in breach of the foregoing. In the event of any breach of the aforementioned commitment, Fleequid shall be entitled to demand and receive from the Seller, by way of penalty, a sum equal to three times the Commissions that would have accrued to it had the Vehicle been sold at the first Auction held by Fleequid at the Reserve Price. The prohibitions and obligations imposed on the Seller under this article shall have a duration of 24 months from the first publication of the Offer to Sell the Vehicle on the Marketplace. If, following the Successful Bid on a Vehicle, the Seller refuses without justification to transfer ownership of the Vehicle to Fleequid or, where Fleequid acts as a Pure Intermediary, directly to the Buyer, the Seller shall pay Fleequid a penalty equal to 30% of the Hammer Price, without prejudice to the right of Fleequid and/or the Buyer to compensation for any further damages. It is understood that this penalty applies in addition to the Commissions already accrued by Fleequid and does not affect Fleequid's right to terminate the Contract pursuant to Art. 1456 of the Italian Civil Code or to cancel the sale. With particular reference to Vehicles intended exclusively for scrapping and/or qualifying as end-of-life vehicles (ELVs) under the applicable environmental legislation, the Seller acknowledges and accepts that any breach of the obligations relating to the timely communication of the destination of the Vehicle, the holding of the prescribed professional requirements and the compliance with the environmental obligations relating to such Vehicles shall entitle Fleequid to terminate the Contract pursuant to Art. 1456 of the Italian Civil Code, with allocation to the Seller of all related administrative, environmental and patrimonial responsibilities, and with exclusion of any liability of Fleequid in this regard.

6.14      The Seller agrees to indemnify and hold harmless Fleequid, its subsidiaries and/or affiliates, and all of its officers, directors, members and/or shareholders, employees and/or agents, against any claim, demand, suit, action, controversy, damages, costs or charges of any kind arising from: (a) falsification, omission or any other violation relating to statements, guarantees or undertakings established and deriving from these General Terms and Conditions (by way of example and not limited to, also omissions in the compilation of the Technical Specifications consisting of: undeclared presence rust, malfunctioning air conditioning, missing parts, warning lights on, etc.); (b) hazardous materials associated with the Vehicles or contamination resulting from any leaks, spills or malfunctions of the Vehicles; (c) failure to produce any required documentation, including original documents, for the purpose of transferring the Vehicles from Seller to Fleequid and from Fleequid to Buyer; (d) Encumbrances on the Vehicles not expressly declared and accepted by Fleequid or the final Buyer; (e) payments by Fleequid arising from any registered or unregistered charges, liens or other interests asserted by creditors or any person or authority in relation to the Vehicles, whether disclosed or not, for the purpose of cancelling title to the Vehicles; (f) any failure to comply with relevant and applicable environmental regulations; (g) improper use of the Marketplace by the Seller; (h) any fees, costs or expenses arising from the Seller's failure to comply with any laws or regulations relating to the transaction; (i) any negligent or wilful misconduct and/or otherwise unlawful conduct by the Seller in relation to the GTC or the Contracts and (f) failure to notify Fleequid expressly and promptly, from the first Offer to Sell, of the wish to sell for the purpose of scrapping the Vehicles. The Seller is solely responsible for any errors in completing the Offer to Sell, even when completed with the assistance of Fleequid sales staff or when Fleequid compiles the technical file, and has the responsibility to check and report promptly to Fleequid any inaccuracies in the information relating to the Auction published on the Marketplace. Except where Fleequid acts fraudulently, the Seller expressly agrees to indemnify Fleequid from any liability regarding the completeness, accuracy or conformity of the description of the Vehicles, the Starting Price, the Minimum Commitment to Sell Price set by the Seller, the Reserve Price subsequently determined by Fleequid, or any other aspect relating to the Auction sale process. Fleequid disclaims any responsibility for updating Offers to Sell 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 damage 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 accepts that Fleequid does not provide, even implicitly, any guarantee on the gross revenues that may be achieved with the sale of the Vehicles on the Marketplace

7.             AUCTION.

7.1          The Offers to Sell accepted by Fleequid are published on the Marketplace and made available to all registered Users in their full content. For all Auction methods, including those with the Buy Now option, the Seller's commitment to sell is governed solely by Art. 6.8 of these General Terms and Conditions, which provides for a minimum duration of sixty (60) days and the right to withdraw with fifteen (15) days' prior notice, with no distinction between the different types of sale. Fleequid reserves the right, at its sole discretion and at any time before the conclusion of the Auction, to suspend, postpone, amend, cancel or declare invalid the Auction, also for organisational, commercial or technical reasons, without any consequent liability towards Users.

7.2          The Auction page on the Marketplace shall display the start and end dates of the Auction, the minimum bid increments allowed for each User, and any other details of the Offer to Sell, including any Special Auction Terms and Conditions, applicable Commissions and Fees. Users are required to check for any Special Auction Terms and Conditions, which may specify contractual conditions, fees, or commissions different from those established in the General Terms and Conditions.

7.3          Users acknowledge and agree that the information in the Auction section of the Marketplace is indicative until the actual start of the Auction and may be subject to changes by Fleequid. Furthermore, they understand that such information does not constitute a binding offer to enter into a sales contract, but represents an invitation to contract (invitatio ad offerendum). Fleequid reserves the right to cancel the sale process if it believes that the Marketplace is being used improperly or that Users are influencing the outcome of the Auction.

7.4          Users interested in purchasing participate in the Auction via the Marketplace user interface, submitting binding Bids on the Vehicles. Bids must be expressed in whole numbers, without decimals, and once entered are irrevocable unless Fleequid, contacted promptly before the deadline, agrees to them being changed or cancelled.

7.5          All Auctions operated by Fleequid have a Reserve Price. Bidders understand that placing the Highest Bid does not guarantee a sale until Fleequid officially announces the Winning Bid. Each Auction Bid is subject to the payment of a Security Deposit by the User. Failure to pay the Security Deposit shall make it impossible to participate in the Auction. The treatment of the Security Deposit by Fleequid is regulated by Art. 8.4 below.

7.6          All amounts listed on the Marketplace are expressed in EUR and net of VAT, if applicable.

7.7          Each Offer remains binding for the Bidder for 15 days after their Successful Bid at Auction and represents a commitment to purchase the Vehicle from Fleequid as a purchasing agent or directly from the Seller when Fleequid acts as a Pure Intermediary. In the event of cancellation of the Successful Bid, Fleequid has the right to proceed with awarding the sale to another Bidder who has submitted a valid Bid during the validity period of the previous Bid.

7.8          Fleequid is entitled to conduct the Auctions according to the following sales methods, the application of which is determined at Fleequid's discretion in compliance with these General Terms and Conditions and the applicable Special Auction Terms and Conditions: (a) Bidding Auctions. The Bidder User may place Bids higher than the Starting Price, with a minimum increment defined by Fleequid. The use of an automatic increment system up to a pre-determined maximum amount may be permitted. At the end of the Auction, a short extension period may be provided for in order to allow further raises. (b) Buy Now. Fleequid may offer Users, as a stand-alone Auction or in association with a Bidding Auction, the option to purchase a Vehicle immediately without the incremental bidding system. In such case, the Highest Bid is determined by the Starting Price, which always corresponds to the Reserve Price determined by Fleequid on the basis of the MCSP set by the Seller. Once a Bid has been received in this way, any other Bids placed in any Bidding Auction associated with the Buy Now option shall be cancelled. In any event, the Seller's commitment to sell under the Buy Now option is governed by the same time and withdrawal conditions set out in Article 6.8 of these General Terms and Conditions, without exceptions or derogations. (c) Private Sales. In addition to the methods described above, Fleequid may organise special sales events called Private Sales, intended for one or more Users potentially interested in submitting a Bid and not visible on the public pages of the Marketplace. These events are made available exclusively in the personal area of Users designated by Fleequid and, where necessary, by means of a direct link communicated by Fleequid or its sales staff. The creation of an event requires the prior approval of the Seller, who must provide at least the minimum mandatory information (Vehicle VIN, Minimum Commitment to Sell Price – MCSP). In this method, the Starting Price corresponds to the Reserve Price determined by Fleequid on the basis of the MCSP set by the Seller. Designated Users may: (i) immediately accept the Offer to Sell, in which case the successful Bidder is the User who accepts first; or (ii) submit a Bid lower than the Reserve Price. If, during the same event, another designated User accepts the Offer to Sell at the Reserve Price, such acceptance shall prevail and any lower Bid shall automatically become void. The successful Bidder is the User who first accepted the Offer to Sell at the Reserve Price. If, however, in the absence of acceptance at the Reserve Price, the Seller decides to consider a lower Bid, the rules on negotiation and counter-offer set out in Articles 6.11 and 8.1 shall apply: the Seller has three (3) days to accept the Bid lower than the Reserve Price, which time limit may be extended by Fleequid up to a total maximum of ten (10) days, and the Buyer may in turn accept or reject any counter-offer from the Seller within the time limits set out in these GTC. In such case, the Seller acknowledges and accepts that the net proceeds may be lower than the MCSP originally indicated. Acceptance by the Seller of a lower Bid, or acceptance by the Buyer of the Seller's counter-offer, shall constitute a final Successful Bid for the purposes of these General Terms and Conditions. (d) 1 Euro Auctions. In addition to the methods described above, Fleequid may organise particular categories of Auction governed by the relevant Special Auction Terms and Conditions, including the so-called "1 Euro Auctions", characterised by the absence of a Reserve Price and by the determination of the Hammer Price exclusively through the competitive mechanism of the Auction, with the related allocation of risks and conditions to the Parties as set out in the applicable Special Auction Terms and Conditions, which shall apply automatically by virtue of the mere participation in the relevant Auction.

8.          Successful Bid         

8.1          As a general rule, at the end of the Auction, if the Bid placed by a Bidder is the Highest Bid, the Marketplace generates a notification of provisional Successful Bid. Such communication is always provisional, being subject to the application of the General Terms and Conditions and conditional upon verification by Fleequid that the Reserve Price has been exceeded, or upon the Seller's consent to sell the Vehicle at a price lower than the Reserve Price. If the value of the Highest Bid is equal to or higher than the Reserve Price, the Successful Bid constitutes confirmation of the Seller's promise to sell the Vehicle and of the Buyer's promise to purchase the Vehicle, with the Highest Bid becoming the Hammer Price. Fleequid shall in any event be entitled to verify, also after such Successful Bid, the Buyer's actual possession of the technical and professional requirements necessary for the effective conclusion of the Sales Contract; this applies in particular where the Auction is reserved to certain categories of Users (for example, Vehicles intended exclusively for scrapping and/or qualifying as end-of-life vehicles). The User shall receive a final notification of Successful Bid only after such verifications and only from that moment may such User be considered the Buyer. Otherwise, where the Highest Bid is lower than the Reserve Price determined by Fleequid on the basis of the MCSP set by the Seller, the provisional Successful Bid entails a promise to purchase on the part of the Bidder only, while the Seller is entitled, within the following 3 days (or within a different time limit not exceeding 10 days as may be indicated by Fleequid pursuant to Art. 6.11), to accept such Highest Bid or to submit, within the same time limit, a counter-offer to sell. Where the Seller accepts a Highest Bid lower than the Reserve Price, the Seller acknowledges and accepts that the net proceeds may be lower than the MCSP originally indicated. In the latter circumstance, the provisional Successful Bid is not binding on the Seller, becoming final and binding for the Parties only when the Seller notifies its acceptance of the Highest Bid, even if lower than the Reserve Price determined by Fleequid on the basis of the MCSP set by the Seller, or when the Bidder, within the 3 days following receipt of any counter-offer made by the Seller, notifies its acceptance of such counter-offer. Where Fleequid does not act as a Pure Intermediary, and therefore carries out the Resale, the promise to sell implicit in the final Successful Bid is to be understood as made by the Seller in favour of Fleequid as commission agent of the Buyer, while the Buyer's promise to purchase is to be understood as made in favour of Fleequid as commission agent of the Seller. The Successful Bid also applies to Auctions organised with the Buy Now option. In such case, the Seller and the Buyer are immediately bound by the transaction (the Successful Bid being already deemed final), save where, due to a material error, the indicated Auction Starting Price fails to correspond to the Reserve Price, and in any event without prejudice to Fleequid's right to verify, also after the Successful Bid, that the Buyer possesses the technical and professional requirements necessary for the effective conclusion of the Sales Contract. In Successful Bids made through the Buy Now option, the Hammer Price, the Highest Bid and the Reserve Price coincide; the provisions of this article shall apply, mutatis mutandis, also to Private Sales.

8.2          With the final Winning Bid, a sales contract is concluded between the Buyer and Fleequid - or, when Fleequid acts as a pPure Intermediary, directly between the Seller and the Buyer - in accordance with the provisions of Art. 2 of these GTC. This Sales Contract is subject to these General Terms and Conditions, the Special Auction Terms and Conditions and any applicable Specific Terms and Conditions, and may be converted into an individual Contract at Fleequid's request.

8.3          Upon the final Successful Bid, Fleequid is entitled to receive Commissions, Fees and any other applicable emoluments.

8.4          At the end of the Auction, where the Bidder is awarded the Vehicle, the Security Deposit, subject to verification by Fleequid of payment by the Buyer of the sums due in respect of the Hammer Price, Commissions, Fees and any other amount due in accordance with these General Terms and Conditions, shall be returned in full, without interest, within 3 days from completion of such verifications. Otherwise, in the event of an Auction ending without a Successful Bid, the Security Deposit shall be returned by Fleequid to the Bidder, without interest, within 3 days from the end of the period during which the Bid made by the Bidder remains binding pursuant to these GTC (see in particular Art. 7.7). The Bidder acknowledges and accepts Fleequid's right to retain the Security Deposit and use it for the payment, even in part, of penalties, interest and any other sum contractually owed by the Bidder to Fleequid pursuant to these General Terms and Conditions, as well as to set it off against any sums due to it by the Bidder.

8.5          Fleequid reserves the right, at its sole discretion and at any time, even after the Successful Bid, to cancel in whole or in part the sale of one or more Vehicles, also by means of a reduction of the lot subject to Successful Bid, where, by way of example and not limitation: (a) circumstances arise which compromise the lawfulness, regularity or effective feasibility of the transaction; (b) significant inconsistencies emerge between the Vehicle's Technical Specifications and the actual condition of the Vehicle; (c) administrative, fiscal, environmental or authorisation impediments arise; (d) the Buyer fails to provide, within the time limits set out in these General Terms and Conditions, the information or documents necessary for invoicing, transport or registration of the Vehicle; (e) elements emerge such as to suggest that the Auction has been conducted in breach of these General Terms and Conditions or of applicable law. In the event of total or partial cancellation, the Buyer expressly waives any right to claim damages, indemnity or reimbursement other than the restitution of any sums already paid in respect of the cancelled portion, and acknowledges and accepts Fleequid's right to retain the Commissions, Fees and other emoluments accrued in proportion to the portion of the sale actually completed. The Buyer further acknowledges that the cancellation, even partial, does not entitle it to claim equivalent performance, replacement of the Vehicle or any other remedy of a specific nature, with consequent limitation of the rights of objection and compensation in derogation of the ordinary provisions of law and these General Terms and Conditions.

9.          Conditions governing the purchase of Vehicles from the Seller by

Fleequid for the purpose of Resale to the actual Buyer.

9.1          After a Successful Bid on a Vehicle at Auction, Fleequid undertakes to provide assistance in order to facilitate the sales process and all the formalities, including paperwork, relating to the transfer of ownership of the Vehicles from the Seller to the Buyer. With this transaction, the Vehicle is formally purchased by Fleequid (formal buyer only) and then transferred to the Buyer (substantial buyer). This operation, called Resale, is conducted in accordance with the terms and conditions established by these GTC.

9.2          The Resale process first involves the conclusion of a Contract, through which Fleequid, acting on its own behalf but on behalf of the Buyer, purchases the vehicle from the Seller, under the conditions set out in the previous article.

9.3          The price of the Vehicle owed by Fleequid to the Seller corresponds to the Hammer Price and is paid net of Commissions, Fees and any sums owed by the Seller to Fleequid. Such payment shall occur exclusively after the Bidder who recorded the Successful Bid at Auction (the actual final Buyer) has paid Fleequid the Hammer Price and all other sums due to it. It is understood that exceeding the Reserve Price, as determined by Fleequid on the basis of the MCSP set by the Seller, entails, in accordance with the Fleequid Fee Schedule, net proceeds for the Seller at least equal to the MCSP, save where the Seller expressly accepts Bids lower than the Reserve Price. The Seller acknowledges and accepts that payment by Fleequid is subject to the condition precedent of full collection of the corresponding sums from the Buyer (pay-when-paid), and that until such collection no enforceable claim shall be enforceable against Fleequid.

9.4          Following the notification of the Successful Bid on the Vehicle, Fleequid shall request the Seller to issue the sales invoice for the Vehicle in euros. In order to receive payment, the Seller shall issue, within five (5) days, a sales invoice in accordance with the template provided by Fleequid. Such invoice shall state the Hammer Price of the Vehicle, as well as the Commissions due to Fleequid for the sales commission, the Fees for any Services requested, and any other reimbursement of expenses due to Fleequid in accordance with the General Terms and Conditions and any other applicable contractual arrangements, in addition to VAT where due by law. After setting off the amounts due (set-off expressly authorised by the Seller), Fleequid shall settle the sales invoice in favour of the Seller. The request for issuance and the issuance of the invoice are of a purely administrative nature and shall not constitute in any way confirmation of fulfilment of the conditions set out in Art. 6.8, on which the full effectiveness of the Sales Contract remains conditional. At its sole discretion, Fleequid may request the issuance of the sales invoice before having received payment from the Buyer. In such case, the Seller acknowledges and accepts that Fleequid shall only be obliged to pay the invoice after full receipt of the sums due from the successful Buyer. Accordingly, until such receipt, the Seller shall have no enforceable claim against Fleequid, nor shall it commence enforcement actions or payment demands. In the event of delay in issuing the invoice beyond the five (5)-day term, the Seller shall be liable to pay a penalty of €150.00 for each day of delay, which Fleequid shall be entitled to set off against the invoice amount. Where Fleequid is unable to proceed with payment of an invoice already issued due to non-payment by the Buyer or cancellation of the sale, the Seller undertakes to issue, within five (5) days from Fleequid's request, the corresponding credit note for the total or partial amount of the invoice. In the event of failure or delay in issuing the credit note, the same daily penalty of €150.00 set out herein shall apply, which Fleequid shall be entitled to set off or deduct from subsequent sums due. Where, pursuant to these General Terms and Conditions, Fleequid proceeds with a new Successful Bid on the Vehicle in favour of a different Bidder for a different award amount, the Seller undertakes to reissue the sales invoice in accordance with the new award amount within five (5) days from Fleequid's request, with application, in the event of delay or failure to reissue, of the same penalties set out in this article. The Seller expressly waives any claim or objection against Fleequid in relation to the effects deriving from the foregoing decisions.

9.5          Within 5 days from payment, the Seller shall formally transfer ownership of the Vehicle to Fleequid, delivering to Fleequid the registration plates and all documents necessary for the registration of the Vehicle and for the cancellation of any Encumbrances. With reference to Vehicles already registered in Italy, the Seller undertakes to transfer them to Fleequid under the so-called "mini-transfer" regime, i.e. with the exemptions provided for by Legislative Decree 446/1997 (Dini Law) and subsequent amendments and additions. With regard to Vehicles not registered in Italy, the Seller shall de-register the Vehicles in the country of origin and complete any further formalities, at its own responsibility, necessary in order for Fleequid to register and market the Vehicles. If this does not occur within the established time limit for reasons not attributable to Fleequid, the latter, without prejudice to any further rights, shall be entitled to charge a penalty of €150.00 for each day of delay, as well as to terminate the Contract pursuant to Art. 1456 of the Italian Civil Code where the delay exceeds 30 (thirty) days.

9.6          Following payment, the Seller shall allow the collection of the Vehicle by the final Buyer or by any other authorised person. Such collection shall take place within 10 days from the date on which Fleequid notifies the Seller of its availability to receive delivery of the Vehicle. The Seller undertakes to deliver the Vehicle in compliance with the description provided on the Marketplace, with the Technical Specifications and with any other information indicated, relating to or contained in the Offer to Sell, and, save where the Vehicle has been reported ab origine as non-running or intended for scrapping, to prepare it in reasonable condition for delivery, ensuring that it is suitable for handling and equipped with the elements essential for its normal operation, including minimum fluid levels, efficient starting systems and tyres in conditions that allow its transfer. With particular reference to Vehicles intended exclusively for scrapping and/or qualifying as end-of-life vehicles (ELVs), the Seller acknowledges and accepts that it bears full responsibility for compliance with applicable environmental, administrative and authorisation legislation, including with reference to the holding of authorisations, the keeping of registers and the issue of the related transport and de-registration documents. The Seller expressly indemnifies and holds Fleequid harmless from any environmental, administrative, fiscal or patrimonial consequence arising from the management of such Vehicles. Where, at the time of collection by the Buyer or the person responsible for collecting the Vehicle, the Vehicle is not suitable for handling or transfer due to defects or deficiencies attributable to the Seller (for example: lack of essential fluids, flat battery, faults in the fuel or braking systems, unsuitable tyres), and provided that the Vehicle has not been expressly indicated in the Offer to Sell as "non-running" or "intended for scrapping", the Seller shall pay Fleequid a penalty of €500.00 (five hundred/00) for each Vehicle, in addition to full reimbursement of any additional costs or expenses necessary in order to make collection and transport possible, without prejudice to any further damages. The Seller shall refrain from any conduct intended to alter the conditions of the Vehicle after the Successful Bid, including the removal of components or accessories, the replacement of parts with deteriorated or inferior ones, or other acts in bad faith capable of compromising the value, functionality or marketability of the Vehicle. In such cases, without prejudice to compensation for further damages, Fleequid shall be entitled to charge the Seller a penalty of €3,000.00 (three thousand/00) for each Vehicle delivered in breach of these provisions.

9.7          Fleequid, in its capacity as purchaser of the Vehicle from the Seller for the purposes of the subsequent Resale, may report any inconsistencies (apparent defects) within 15 days from delivery of the Vehicle to the Buyer's premises or from the date on which the Buyer is entitled to report anomalies or any apparent defects within the time limits resulting from these GTC or from the Contract by which Fleequid transfers the Vehicle to the Buyer at the end of the Resale process. Such time limit is extended to one (1) month for any hidden defects. The Seller, by virtue of these General Terms and Conditions, expressly waives any objection or remedy in relation to the timeliness or modalities of such notification.

9.8          Payment of the price of the Vehicle, or any possession or detention of the same by Fleequid during the Auction, does not constitute acceptance of the Vehicle as free from defects, nor recognition of its conformity with the Offer to Sell or any waiver of Fleequid's rights in this regard.

9.9          If the Vehicle is not collected within 30 days of the transfer of ownership to the final Buyer, the Seller is entitled to a fee of €10 (ten) per day for parking the Vehicle.

9.10      Fleequid shall in any event be entitled to terminate the Sales Contract concluded with the Seller for the purposes of the Resale, in whole or in part, pursuant to Art. 1456 of the Italian Civil Code, where: (a) there are Encumbrances on or in relation to the Vehicles in addition to those stated in the Offer to Sell, or where further Encumbrances are added; (b) the Seller's net proceeds are insufficient to satisfy creditors' claims and pay Fleequid's Commissions after release of the asset; (c) the beneficiaries of Encumbrances on the Seller's Vehicle do not intend to release the same and/or allow the free sale of the Vehicle; (d) the Seller has committed any breach of these applicable Terms and Conditions; (e) the Seller has provided inaccurate, fraudulent, outdated or incomplete information during the registration process, in submitting the Offer to Sell, or thereafter; (f) the Seller has committed violations of applicable laws or regulations or violations of third-party rights; (g) Fleequid in good faith considers that such action is reasonably necessary to protect the security of the Marketplace, of Fleequid or of the Buyer; (h) termination is necessary to prevent fraud, assess risks, ensure safety, comply with environmental or regulatory requirements; (i) the Seller is in breach of its obligation to deliver the Vehicles. In the event of such termination, in addition to any other remedy available to Fleequid, the Seller shall pay Fleequid: (l) the sales Commissions on the Vehicle that was the subject of a Successful Bid; (m) any costs incurred by Fleequid in connection with the sales process. In addition to the foregoing, in the event of termination due to the grounds set out in letters (d), (e), (f), (g), (h) or (i) of this article, the Seller shall pay Fleequid a penalty corresponding to 30% of the Reserve Price established for the first Auction on the Marketplace. The Seller expressly waives any objection or claim against Fleequid in relation to the discretionary exercise of such rights and the consequent allocation of costs and penalties.

10.        Conditions governing the Resale of vehicles by Fleequid to the actual final purchaser.

10.1      When a Vehicle is awarded at Auction, through the Resale and in accordance with what is already indicated in Art. 9.1 above, Fleequid, as commission agent, transfers the Sales Contract to the respective purchase and sale clients through the Resale. Therefore, the Vehicle is formally purchased by Fleequid from the Seller and then transferred back to the final (and substantial) Buyer, who has placed the Successful Bid.

10.2      After the Successful Bid, the Buyer shall receive from Fleequid the invoice for the Vehicle, the amount of which shall correspond to the Hammer Price of the Vehicle increased by the Commissions due to Fleequid, the Fees for any services requested and any other expense reimbursements in accordance with the GTC and any other applicable contractual agreements, in addition to any applicable VAT.

10.3      Save as otherwise provided in these GTC, and in particular by Arts. 8.5 and 10.5, upon issue of the invoice by Fleequid, all risks relating to the Vehicle, including the risk of loss, pass to the Buyer. The Buyer shall pay all amounts due to Fleequid by bank transfer no later than 3 days from receipt of the corresponding invoice. The Buyer acknowledges and accepts that the obligation to pay arises and remains due even in the absence of timely issue or receipt of the invoice, where the amounts owed are determinable on the basis of the Successful Bid and the applicable Fee Schedule. Save as otherwise agreed, the amount shall be paid in full, without any set-off against other claims of the Buyer against Fleequid or the substantial Seller. In particular, the Buyer may not refuse payment of the amount due by raising other disputes, whether actual or alleged, against Fleequid and/or the Seller in relation to the Auction or other contractual relationships. Any additional costs or expenses, also in respect of Services the amount of which cannot be determined in advance, may be requested and invoiced by Fleequid even at a later stage and shall be paid by the Buyer no later than 3 days from receipt of the corresponding invoice. The Buyer undertakes to provide Fleequid, promptly and within 3 days of notice of the Successful Bid, with all information possibly necessary for the invoicing and/or registration of the Vehicles. Where the Buyer fails to pay 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 deem the Contract terminated pursuant to 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 the event of partial payment: (a) if the balance is paid within 3 days, but with multiple payments, an administrative penalty of €150.00 shall be applied for each Vehicle awarded at Auction; (b) if the balance is paid after 3 days but within a total of 7 days from the invoice date, a penalty of €350.00 shall be applied for each Vehicle, in addition to default interest pursuant to Legislative Decree 231/2002 and without prejudice to any further damages; (c) if the balance is not paid within such deadline, Fleequid may in any event declare the Contract terminated or cancel the sale and, in addition to the penalties set out in Art. 10.4 below, a penalty of €500.00 shall be applied for each Vehicle, without prejudice to the right to compensation for any further damages.

10.4      In the event that Fleequid decides to terminate the Sales Contract pursuant to Art. 10.3 or to cancel the sale due to delay or failure by the Buyer to make full payment, Fleequid shall in any event be entitled to payment of the Commissions in an amount equal to three times their value by way of contractual penalty, of the Fees for Services already rendered, as well as to the payment of a penalty of €1,000.00 for each Vehicle subject to Successful Bid. The Seller, for its part, hereby acknowledges and accepts Fleequid's right to cancel the sale or terminate the Contract in the cases referred to in Art. 10.3 due to circumstances attributable to the Buyer, expressly waiving any claim or objection against Fleequid in relation to the effects deriving from such decisions.

10.5      The Buyer acknowledges and accepts that the Sales Contract concluded with Fleequid following the Successful Bid may only be cancelled by Fleequid within the terms and in the manner set out in the General Terms and Conditions or other applicable contractual arrangements. The Buyer understands and agrees that the Resale is carried out 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 sale" clause and, therefore, conditional upon the actual availability of the Vehicle at the Seller's premises and its actual delivery and sale by the Seller to Fleequid. Even where the Seller has irrevocably undertaken to sell the Vehicle by means of the Offer to Sell, under no circumstances may Fleequid be held liable for any failure to perform deriving from a breach of the substantial Seller's sales obligations, loss, non-conformity or unavailability of the Vehicle at the time of purchase or collection.

10.6      Unless otherwise agreed in the Contract or indicated in the Auction data sheet or in other documents available on the Marketplace, delivery of the Vehicle takes place at the Seller's registered address or at any other location indicated by Fleequid with the notification of availability for collection of the Vehicle (EXW - Incoterms 2020). The Buyer has the right to ask Fleequid, even after the conclusion of the Auction, to organise the transport from the place where the Vehicle is to be delivered to a different place indicated by the Buyer. The Service indicated above is an additional service, the actual availability of which Fleequid does not guarantee and which, when available, is subject to specific Fees (or to a specific quotate from Fleequid) and may require the prior approval of specific Terms and Conditions.

10.7      Once the substantial Seller has provided all the documents and information necessary for the transfer of ownership of the Vehicle, Fleequid shall proceed, within the following 10 days, to transfer ownership to the Buyer and shall send notification of the availability of the Vehicle for collection, which shall take place within 10 days from the date of such notification. The notification of the availability of the Vehicle for collection constitutes formal notice by the creditor pursuant to Art. 1206 of the Italian Civil Code (mora credendi). Where such 10 days elapse without the Buyer collecting the Vehicle, Fleequid may apply a penalty of €50.00 for each day of delay. In any event, where 30 days elapse from the date of notification of availability for collection of the Vehicle without delivery taking place, Fleequid shall be entitled to declare the Sales Contract terminated or to act in accordance with applicable law and these GTC. The Buyer acknowledges that, for the purposes of the full effectiveness of the transfer of ownership of the Vehicle, the Buyer must complete all registration, transcription or enrolment formalities required by the legislation applicable in the country of reference. As a rule, the Vehicle may only be collected after such formalities have been completed. In exceptional cases, and for proven reasons of urgency, Fleequid may authorise the Buyer to collect the Vehicle before such formalities have been completed. In such case, the Buyer: (a) acknowledges and agrees to indemnify and hold Fleequid harmless from any administrative, fiscal, patrimonial or other consequence deriving from the possession or circulation of the Vehicle still formally registered in the name of Fleequid or of third parties; (b) undertakes to complete, or to cooperate in completing, all final registration or transfer formalities required by the applicable legislation no later than 5 (five) days from the date of early collection of the Vehicle, save where a different time limit is communicated in writing by Fleequid; (c) undertakes to provide Fleequid with suitable documentary evidence of the filing of the transfer formalities within 1 day from issue by the competent authorities. In the event of delay in completing the formalities beyond the 5-day time limit set out above (or any different time limit communicated in writing by Fleequid), the Buyer shall pay Fleequid a penalty of €150.00 for each day of delay, without prejudice in any event to Fleequid's right to compensation for any further damages. Where the delay exceeds 30 (thirty) days, Fleequid shall be entitled to terminate the Sales Contract or, at its sole discretion, to apply to the competent authorities to obtain the compulsory registration of the Vehicle in the name of the Buyer. In such case, in addition to payment of any penalties already accrued, the Buyer shall in any event reimburse Fleequid for all damages, charges and expenses incurred.

10.8      Fleequid shall normally make the Vehicles available for collection by the Buyer within 30 days from receipt by the Buyer of full payment of all sums due following the Successful Bid. The Buyer acknowledges and accepts that such delivery time limits are indicative and do not constitute essential time limits pursuant to Art. 1457 of the Italian Civil Code. With reference to delivery time limits, the Buyer acknowledges and accepts that expressions such as "no later than", "delivery by" or similar, wherever contained and agreed, have no peremptory value for Fleequid but are exclusively administrative. Fleequid shall in no event be held liable for delayed or failed delivery where, by way of example and not limitation, such failure to perform is the consequence of: (a) inadequate technical data or inaccuracies or delays by the Buyer in transmitting to Fleequid the information or data necessary for the transport of the Vehicle; (b) difficulties in obtaining the supply of the Vehicle from the Seller; (c) partial or total strikes, power failures, natural disasters, measures imposed by public authorities, transport difficulties, riots, terrorist attacks and all other causes of force majeure; (d) delays by the shipper or by Fleequid's suppliers or subcontractors. The Buyer acknowledges and accepts that Fleequid shall have no obligation to provide compensation or indemnity for exceeding delivery time limits, even where peremptorily provided for, attributable to one or more of the aforementioned circumstances.

10.9      The Buyer is obliged to collect the Vehicle in accordance with the instructions provided by Fleequid with the notification that the Vehicle is available for collection. At the time of collection, a delivery report shall be drawn up which shall demonstrate the conformity of the Vehicle to the characteristics and conditions of the Vehicle sold. In the event that the Buyer engages a transporter to collect the Vehicle on their behalf, the Buyer acknowledges and accepts that such third party must be provided with a proxy, must be authorised to collect the Vehicle and must have the necessary powers to represent the Buyer in carrying out any checks necessary for acceptance of the Vehicle. The Buyer acknowledges and accepts that Fleequid is not required to verify the powers of representation of the person communicated as the person authorised to collect the goods and that, therefore, the Buyer undertakes to ratify the actions of the third party appointed even if this third party is subsequently found to lack effective representation of the Buyer.

10.10  Where expressly requested of Fleequid and accepted by it, Fleequid shall arrange for the transport of the Vehicle to the location indicated by the Buyer. Such transport is carried out by Fleequid but always at the risk and expense of the Buyer. Fleequid is authorised to commission third parties to carry out the transport deemed most appropriate. The Buyer acknowledges and accepts that transport may take place by road and that, therefore, upon delivery the Vehicle may have a mileage of up to 5,000 (five thousand) km higher than that actually declared on the Auction data sheet, on the Marketplace and in any event in the Technical Specifications, and that such tolerance does not constitute a defect or non-conformity for any purpose.

10.11  The Buyer is in any event obliged to verify, at the time of delivery, any discrepancies between the Vehicle and that declared by the Seller and reported on the data sheet for the Auction in which it was the successful bidder. Upon collection, the Buyer shall inspect the Vehicle to verify the conformity of the chassis number, the absence of defects not previously reported by the Seller and the presence of all accessories included in the sale price. In the event of damage not previously reported or the lack of one or more accessories, the Buyer shall note the findings in the document drawn up at the time of delivery. The Buyer acknowledges and accepts that taking delivery of the Vehicle without timely written reporting of any easily verifiable non-conformities, or failure to complete the delivery report, constitutes proof of the unconditional acceptance of the Vehicle as compliant and free from defects, with consequent forfeiture of the right to make any subsequent claim. Where delivery is made to a person appointed by the Buyer for transport, it is the Buyer's specific responsibility to provide the carrier with instructions on the procedure for noting any defects, faults and/or non-conformities of the Vehicle at the time of delivery. The notation of any non-conformities in the Vehicle delivery report does not in any event constitute formal notification of a complaint by the Buyer or recognition of their existence by Fleequid. In order not to forfeit the rights associated with any non-conformities reported upon delivery, the Buyer shall in any event submit a formal written complaint to Fleequid, within the time limits and in the manner set out in Art. 13, under penalty of forfeiture.

11.        Conditions governing the direct sale of Vehicles from the Seller to the Buyer when Fleequid operates as a Pure Intermediary.

11.1      Where Fleequid acts exclusively as intermediary, without activating the Resale process, the Buyer and the Seller shall receive from Fleequid a notification of Successful Bid, together with the invoice for the Commissions and any other compensation or reimbursement of expenses due to Fleequid, as provided for in these General Terms and Conditions or indicated in any other applicable arrangements. If requested by Fleequid, the Buyer and the Seller shall provide, within no more than 3 days, all information necessary to correctly invoice the sums due to Fleequid. Once collection of the sums due to it by the Parties has been verified, Fleequid shall, within 3 days, transmit the Buyer's details to the Seller and the Seller's details to the Buyer, in order to facilitate the issue of the Vehicle sales invoice by the Seller and thereby simplify the invoicing process. Once Fleequid has received the Buyer's details, the Seller shall, within 5 days, send the sales invoice and the bank details necessary for payment of the Vehicle directly to the Buyer. The amount of such invoice shall correspond to the Hammer Price, plus any VAT where applicable. In the event of delay in issuing the Vehicle sales invoice, the Seller acknowledges and accepts Fleequid's right to apply and collect a penalty of €150.00 for each day of delay, starting from the fourth day following receipt by Fleequid of the Buyer's details.

11.2      Upon issue of the invoice by the Seller, all risks relating to the Vehicle, including the risk of loss or destruction, shall pass to the Buyer. The Buyer shall pay all sums due to the Seller by bank transfer no later than three (3) days from receipt of the relevant invoice and, within the same time limit, shall provide the Seller with all information and documents necessary for the transfer of the Vehicle to the Buyer. Save as otherwise agreed, the amount of the sales invoice for the Vehicle shall be paid by the Buyer in full, without any set-off against other claims. Where the Buyer does not settle the invoice issued by the Seller, Fleequid may issue a payment reminder. Where the Seller does not receive full payment within seven (7) days, and in any event in case of delay, the Buyer acknowledges and accepts the right of Fleequid and of the Seller to deem the Contract terminated pursuant to Art. 1456 of the Italian Civil Code and, in any event, Fleequid's right to cancel the sale and/or block the Buyer's account. The Seller hereby acknowledges and accepts such rights of Fleequid, expressly waiving any claim or objection against Fleequid in relation to the effects deriving from such decisions. Partial payments are in any event prohibited. In the event of partial payments, Fleequid shall be entitled to apply to the Buyer a penalty of €350.00 where the total sums received within the payment time limit correspond to the total sums due to Fleequid and/or to the Seller, or a penalty equal to 5% of the Hammer Price in all other cases. 

11.3      In the event that Fleequid decides to terminate the Sales Contract pursuant to Art. 11.2 or to cancel the sale due to delay or failure by the Buyer to make full payment to the Seller, Fleequid shall in any event be entitled to payment of the Commissions due from the Buyer, of the Fees for Services already rendered, as well as to payment of a penalty of €1,000.00 for each Vehicle subject to Successful Bid.

11.4      Except in the case of Vehicles intended exclusively for scrapping, after the Buyer has provided the Seller with all the documents and information necessary for the transfer of ownership of the Vehicle, the Seller must proceed, within the following 20 days, to transfer ownership to the Buyer and notify the Buyer in writing that the Vehicle is available for collection, which must take place, unless otherwise agreed between the Parties, no more than 10 days from the date of notification. The Seller’s notification of the availability of the Vehicle for collection constitutes formal notice by the creditor pursuant to Art. 1206 of the Civil Code (mora credendi).

11.5      Unless otherwise agreed in the Contract or indicated in the Auction data sheet or in other documents available on the Marketplace, delivery of the Vehicle takes place at the Seller's registered address (EXW - Incoterms 2020).

11.6      Where the Vehicle is not delivered to the Buyer within the aforementioned time limits, the Seller acknowledges and accepts the right of both the Buyer and Fleequid to deem the Contract terminated pursuant to Art. 1456 of the Italian Civil Code and, in any event, Fleequid's right to cancel the sale and/or block the Seller's account. In any event, termination of the Sales Contract shall not affect Fleequid's right to payment of Commissions, Fees for any Services rendered and any other reimbursement of expenses that may be due.

11.7      In the event that Fleequid or the Buyer decide to terminate the Sales Contract pursuant to Art. 11.6, or Fleequid decides to cancel the sale due to the Seller's failure to deliver the Vehicle, Fleequid shall in any event retain the right to the Commissions due from the Seller in three-fold amount by way of penalty, to the Fees for Services already rendered, as well as to the payment by the Seller of an additional penalty of €1,000.00 for each Vehicle that was the subject of a Successful Bid and not delivered to the Buyer.

11.8      Where the Vehicle delivered by the Seller to the Buyer presents damage, deficiencies or missing accessories compared to what was declared by the Seller, the Buyer shall record the same in the delivery report to be signed in duplicate with the Seller (and, where applicable, also with the carrier) and shall promptly send a complaint to Fleequid in the manner set out in Art. 13 of these General Terms and Conditions, under penalty of forfeiture.

12.        Fleequid disclaimer and indemnity for the process of

Vehicle Resale.

12.1      The Buyers acknowledge and accept that the Vehicles for sale on the Marketplace, unless otherwise expressly indicated in individual cases, are used and not new.

12.2      The information on the Vehicles, accessories and any other goods offered for sale by Fleequid is generally based on the information provided by the Seller. The Seller is solely responsible for the Technical Specifications of the Vehicle, even where Fleequid carries out the Resale and even where the Vehicle has been previously inspected by Fleequid or has been the subject of a technical dossier compiled by Fleequid or commissioned by it to third parties. The Buyer acknowledges and accepts that the mileage of the Vehicles, indicated in the Technical Specifications or in the Auction documentation, is always subject to a tolerance of 15,000 km. Accordingly, Vehicle mileage up to 15,000 km higher than that indicated on the Marketplace in the relevant Auction data sheet may under no circumstances be considered a defect or grounds for complaint, even where transport organised by Fleequid is added to such tolerance.

12.3      Vehicles sold on the Marketplace are to be considered as sold by one professional to another professional (B2B) under the "as seen, tested and accepted" / "as is, where is" clause, the Buyer expressly acknowledging and accepting the exclusion of the provision by Fleequid of any warranty on the Vehicle or its individual components. All Services offered by Fleequid through the Marketplace are always provided at the User's own risk. Accordingly, the Parties expressly acknowledge and agree to indemnify Fleequid, to the maximum extent permitted by law, against any liability and consequence deriving from defects, even hidden ones, wear and tear, irregularities, unsuitability for use, lack of use qualities, lack of qualities relating to the Vehicle or to the accessories, as well as for any untruthfulness, irregularity, error or inaccuracy in the declarations made by the Seller in the Offer to Sell or by the Buyer during the purchase. Under no circumstances may compensation be claimed from Fleequid for any damages not indicated in the Technical Specifications and/or in the photographs and/or inspections published and in any event previously verifiable.

12.4      The Buyer acknowledges and accepts that under no circumstances may any defects and/or faults and/or specifications and/or conditions of use and/or non-conformities, including those concerning hidden or hardly accessible parts of the Vehicle, which the Buyer could have discovered by availing itself of the opportunity offered by Fleequid to inspect and test the Vehicle prior to bidding at Auction, be considered hidden defects of the Vehicle, with consequent waiver of the related warranty claims.

12.5      With reference to the degree of age and wear, Fleequid shall in no way be held liable, and accordingly required to indemnify or reimburse the Buyer, for any defects, even those not immediately visible and/or knowable, which may be found on Vehicles classified as buses whose mileage exceeds 250,000 km or whose first registration dates back more than four (4) calendar years, on Vehicles that are non-running and/or indicated as damaged and/or exclusively intended for scrapping, on Vehicles qualifying as end-of-life vehicles (ELVs) under the applicable environmental legislation, and/or whose Hammer Price is less than €50,000.00 (fifty thousand/00 euros).

12.6      Where, even on a residual basis, the existence of "hidden defects" could be identified in the Vehicle purchased by Fleequid as part of the Resale service, the Buyer acknowledges and accepts that Fleequid intervenes in the commercial exchange between Seller and Buyer by purchasing the Vehicle from the Seller only after the Successful Bid, is not required to inspect the Vehicle, and that in any event Fleequid is held harmless from liability in relation to any "hidden defects" (Art. 1495 of the Italian Civil Code). In this regard, the Buyer undertakes to indemnify Fleequid against any warranty claims for any "hidden defects" of the Vehicle purchased by Fleequid during the Resale. In any event, the provisions of Articles 13 and 14 below shall apply. The Buyer expressly waives any right of recourse against Fleequid in relation to circumstances attributable to the Seller and acknowledges that the discipline of hidden defects shall in any event be the subject of an exclusive direct action against the Seller, in accordance with Art. 14 below.

13.           COMPLAINTS.

13.1      Each User has the right to submit complaints to Fleequid. Where possible, and in any case without prejudice to the exclusions of liability set forth in these General Terms and Conditions, Fleequid shall work with both the Seller and the Buyer to resolve amicably any disputes relating to the sale of the Vehicles on the Marketplace, both before and after the Successful Bid has been made.

13.2      In all cases in which the Buyer complains about the Vehicle's non-conformity with the Technical Specifications indicated in the Auction or the presence of faults and/or defects in the Vehicle, provided that the Buyer has reported such anomalies upon delivery in accordance with the Contract or the applicable GTC, the Buyer shall send to Fleequid a formal written complaint, by e-mail to claims@fleequid.com or by any other means providing proof of delivery to Fleequid. Under penalty of forfeiture, the complaint shall reach Fleequid no later than 30 days from the date of delivery of the Vehicle and on condition that the Vehicle has not subsequently travelled more than 1,000 km. The complaint shall be accompanied by all information and photographic evidence necessary to enable Fleequid to assess the case. Fleequid reserves the right to request supporting documents, which shall be sent within 5 days of the respective request, under penalty of forfeiture. In the event of delays in the information flow, Fleequid shall be entitled not to process the complaint and to reject it. Fleequid reserves the right not to consider complaints submitted in breach of the time limits, methods or information requirements set out above.claims@fleequid.com

13.3      Following submission of the Complaint, save in cases where restoration of the Vehicle is necessary for reasons of proven absolute necessity, no restoration work shall be carried out by the Buyer without the prior written authorisation of Fleequid. In any event, the Buyer undertakes to keep and make available to Fleequid the damaged parts of the Vehicle, under penalty of forfeiture of the rights connected to the complaint.

13.4      Fleequid shall have the right to appoint its own expert to inspect the Vehicle. The Buyer, upon request by Fleequid, shall be obliged to provide, at his own expense, diagnoses and/or repair estimates for the Vehicle.

13.5      Fleequid, having carried out the appropriate assessments of the case, shall be entitled, but not obliged, at its sole discretion, to take action in order to find a satisfactory solution to the complaint, including by involving the Seller.

13.6      Fleequid undertakes to handle complaints within 15 days of receiving all the information necessary to evaluate the Buyer's request, informing the Buyer of the decisions taken.

13.7      Following the assessments discretionally carried out by Fleequid, the complaint may be accepted or reasonably rejected. Fleequid reserves in any event the right to make proposals to both the Seller and the Buyer for the amicable settlement of any dispute that may arise. The Parties acknowledge and accept that any settlement proposals made by Fleequid do not constitute any acknowledgement of liability, either by Fleequid or by the Seller, nor a waiver of any forfeiture or right. The communications and information exchanged between the Parties during the handling of the complaint are confidential and it is expressly agreed that they may not be used in any possible legal proceedings or disclosed to third parties. Breach of the prohibition on using or disclosing the information and communications exchanged during the complaint procedure shall entitle Fleequid to apply a penalty of €5,000.00 (five thousand/00 euros) to the defaulting User, without prejudice to the right to compensation for any further damages and without such communications being capable of being produced as evidence in any judicial or arbitration proceedings.

13.8      If the Complaint is accepted, Fleequid may decide to take on all or part of the costs of the repair at a workshop of its choice, or upon presentation of a receipted invoice in accordance with the estimate expressly approved, reimburse the Buyer for the repair costs incurred.

13.9      The Seller and the Buyer accept and acknowledge Fleequid's right to resolve a complaint by cancelling, at its sole discretion, the sale of the Vehicle, at any time (and also in derogation of the time limits set out in the GTC for the notification of defects and faults), irrespective of whether or not the defects complained of by the Buyer are well-founded and in derogation of the notification and/or forfeiture time limits set out in the Contract, in the GTC or in other rules and arrangements governing both the sale of the Vehicles by the Seller to Fleequid and the purchase and sale of such Vehicles by Fleequid to the final Buyer. In such case, both the Seller and the Buyer undertake to indemnify Fleequid from any liability in relation to the decision taken by it and to cooperate actively with Fleequid to ensure that the Seller regains, at its own expense, ownership and possession of the Vehicle, and the Buyer the Hammer Price. The costs of return and of transfer of ownership from the Buyer to the Seller shall, save as otherwise communicated, be borne by the Seller, even if advanced by Fleequid. The Seller, save as otherwise agreed, shall also reimburse the costs relating to the delivery of the Vehicle to the Buyer and the costs incurred for the formalities relating to the previous transfer of ownership of the Vehicle. The Commissions, Fees and expenses paid in relation to the Successful Bid at Auction shall not be refunded by Fleequid in any case, neither to the Seller nor to the Buyer. The Buyer and the Seller expressly waive any objection or claim in relation to the discretionary exercise of such right of Fleequid.

14.        Linking clause.

14.1      Without prejudice to the foregoing, and in the event that it is not possible to resolve amicably a complaint relating to a Vehicle or Fleequid deems, in its sole discretion, that it does not want or is unable to cancel the sale pursuant to the previous article, the Buyer and the Seller acknowledge and accept that the Resale carried out by Fleequid is carried out for the sole purpose of facilitating the purchase procedure for the Vehicle offered by the Seller, without any increase in the sale price. In consideration of this, as well as in consideration of the fact that the purchase made by Fleequid from the Seller is made ‘against sale’ (i.e. only after a Successful Bid) and for the sole purpose of being able to transfer ownership of the Vehicle to the Buyer more easily, the Users acknowledge and recognise that, when Fleequid transfers a Vehicle, carrying out the Resale at the end of the Auction, it still carries out the mere objective activity of intermediation.

14.2      In light of the above, both the Seller and the Buyer acknowledge and accept that, also by virtue of the intrinsic contractual connection existing between the Contract with which Fleequid purchases from the Seller and the Contract with which it resells to the Buyer, within the limits of the rights and obligations arising from any guarantee and/or conformity of the Vehicles purchased by Fleequid during the Resale activity, any possible question, action, exception or legal defence must be addressed by the Buyer exclusively against the Seller, and vice versa (and also in compliance with that established, mutatis mutandis, by the Court of Cassation, Joint Divisions, 05.10.2015, no 19785).

15.        Applicable Law, Language and Jurisdiction.

15.1      These General Terms and Conditions, the Contracts and all the terms that regulate any relationship between Fleequid and the Users, or between User and another User, are and shall remain subject exclusively to Italian law.

15.2      Any disputes relating to the validity, interpretation, application and/or termination of any of these GTC, Specific Terms and Conditions, Contracts or any other legal transaction shall be under the exclusive jurisdiction of the Court of Como, with the express exclusion of any competing jurisdiction.

15.3      The contractual language is Italian. If these GTC are also available in other languages, only the Italian version is binding.

16.        Communication.

16.1      Unless otherwise provided, all communications between Fleequid and Users must be in writing and sent by registered post with signed-for delivery, express courier service, or by e-mail to the following address:

Adorea S.r.l.

Provincial Road for Bizzarone, 43 22077 Olgiate Comasco (CO),

Tax Code and VAT No 04114790134 Tel.  +39 0287176063

e-mail info@fleequid.com

16.2      Notifications are considered valid and binding upon delivery if sent by registered mail with signed-for delivery, upon hand-over to the courier if sent via express courier service, or upon confirmation of delivery if sent by e-mail to Fleequid.

16.3      Fleequid shall send all communications to the addresses, including ordinary e-mail addresses, indicated by the User during registration and such communications shall be presumed to be delivered to and read by the recipient after being sent by Fleequid. Any changes to contact addresses by Users must be communicated in writing to the other party to be considered valid.