General Terms and Conditions - Marketplace Fleequid®

Version F0009_2026 of 13 October 2026

1. Definitions.

In addition to the other definitions contained in these General Terms and Conditions, the terms set out below, when written with an initial capital letter, shall have the meanings attributed to them herein. The definitions identify the meaning of the terms and neither replace nor duplicate the provisions contained in the articles governing the individual matters, to which reference is made.

a. “1 Euro Auction”: a specific category of Auction organised and classified as such by Fleequid, which may be used, depending on the applicable Sales Model, both in the context of the Commission Sale and in Dealer Sales, characterised by specific methods for determining the price and by specific financial terms, governed by the relevant Special Sale Terms and Conditions and regulated by Art. 9.4, letter d).

b. “Binding Agreement”: the agreement by which, in the manner provided for in Art. 10.2, the Sales Contract relating to the Vehicle is concluded and the Buyer's obligation to pay the Total Amount Due arises. The conclusion of the Binding Agreement does not depend on payment and does not constitute a Final Award.

c. “Buyer(s)”: the Bidder in whose favour the Binding Agreement has been concluded and who is therefore obliged to pay the Total Amount Due, regardless of the type of Sales Event and of whether payment has been made. In the Commission Sale, whether performed by means of Resale or with Fleequid acting as a Pure Intermediary, the term always refers to the substantial Buyer, a different entity from Fleequid; in Dealer Sales the Buyer is the person who purchases the Vehicle from Fleequid. In transactions supported by a Financing Solution the Buyer may be the Financier, in the cases and on the terms provided for in Art. 22.5.

d. “Final Award”: the event, exclusive to Auctions, which occurs upon full performance of the payment obligation pursuant to Art. 12.2 and which, together with the commencement of the performance phase of the transaction, constitutes the effect thereof. The Final Award does not constitute the moment of conclusion of the Contract, which is concluded by the Binding Agreement, and its failure to occur does not affect the existence of the Contract already concluded. In Sales Events other than Auctions, the commencement of the performance phase follows full performance of the payment obligation without giving rise to a Final Award.

e. “Cancellation of the Sale”: the contractual mechanism, governed in general terms by Art. 14, by which Fleequid determines, in the cases provided for, that the transaction shall not be performed or shall cease to be performed, in whole or in respect of one or more Vehicles only. The actual legal basis of the Cancellation depends on the circumstances giving rise to it; where it follows a breach covered by an express termination clause, it operates as termination pursuant to Art. 1456 of the Italian Civil Code.

f. “Auction”: a Sales Event consisting of an online sales process carried out via the Marketplace, which includes one or more Bids and ends, in the cases and under the conditions provided for in these General Terms and Conditions, with the conclusion of the Binding Agreement in favour of the highest Bidder.

g. “Starting Price”: the initial or minimum price of the Vehicle from which, where provided for by the applicable Sales Event method, Bidders can place Bids or raised bids.

h. “User Classification”: the internal, operational and dynamic status assigned by Fleequid to the User on the basis of objective factors relating to the User's history and conduct, with the effects and within the limits provided for in Art. 6.

i. “Commissions”: the consideration owed to Fleequid by the Seller and the Buyer for the purchase and sale of Vehicles carried out using the Marketplace or Fleequid's trading services and systems, solely in the Sales Models that provide for them. Unless otherwise agreed in writing, or otherwise indicated in the Special Sale Terms and Conditions, the Commissions are determined based on the Fleequid Fee Schedule. In the Commission Sale, for the purposes of calculating the Reserve Price, only the Commissions contractually charged to the Seller are relevant. The accrual of the Commissions is governed by Art. 12.4. In Dealer Sales no Commissions are due and the financial result of Fleequid's purchase and sale activity does not constitute a Commission.

j. “Buy Now”: the Sales Event method, stand-alone or associated with a Bidding Auction, governed by Art. 9.4, letter b), in which the Bid is placed at the immediate purchase price indicated for the Vehicle.

k. “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 and constitute the general contractual framework in accordance with the hierarchy set out in Art. 4.3.

l. “Special Sale Terms and Conditions”: the contractual conditions that establish the parameters, conditions and express derogations relating to the individual transaction or the individual Sales Event, applicable in accordance with Arts. 4.3, 4.4 and 4.5.

m. “Specific Terms and Conditions”: the contractual conditions, additional to these GTC, which contain the special, standardised and recurring rules applicable to an identifiable category of transactions, Services, products or matters, applicable in accordance with Arts. 4.3 and 4.4.

n. “Consumer”: the natural person who acts for purposes other than any entrepreneurial, commercial, craft or professional activity carried out, pursuant to Art. 3 of Legislative Decree No 206 of 6 September 2005.

o. “Contract”: depending on the case, each of the contractual relationships relevant under these General Terms and Conditions and also governed by any Specific Terms and Conditions, Special Sale Terms and Conditions and Individual Contracts, and in particular: (i) in the Commission Sale performed by means of Resale, the sale of the Vehicle by the Seller to Fleequid and the subsequent Resale to the Buyer; (ii) in the Commission Sale performed by Fleequid as a Pure Intermediary, the direct sale of the Vehicle by the Seller to the Buyer; (iii) in Dealer Sales, the sale of the Vehicle by the Seller to Fleequid and the subsequent sale of the same Vehicle by Fleequid to the Buyer, as separate and independent contracts; as well as the marketing relationship entered into between the Seller and Fleequid pursuant to Arts. 8.7 and 8.8. The conclusion of the Binding Agreement relating to the sale to the Buyer is governed by Art. 10.2; the relationships of purchase, sale and transfer of the Vehicle are governed, depending on the applicable Sales Model and the chosen method of performance, by Arts. 8.8, 16, 17 and 18 and by the further applicable provisions. As regards the form of the Sales Contracts, the provisions of the last sentence of Art. 10.2 remain unaffected.

p. “Individual Contract”: the agreement formalised in writing and approved by Fleequid with one or more specific Users, ranking first in the hierarchy of contractual sources pursuant to Art. 4.3.

q. “Dealer Sales”: the Sales Model, governed by Arts. 2.7 and 18, in which Fleequid purchases the Vehicle from the Seller in its own name and on its own behalf and resells it in its own name and on its own behalf to the Buyer, being a substantial party to both sales, which are separate and independent.

r. “Security Deposit”: the sum of money that the Bidder is required to pay to Fleequid, in the cases and in the amount provided for in Art. 6, as security for the performance of the obligations undertaken and for Fleequid's claims relating to the specific transaction. The Security Deposit does not constitute a penalty and is not an independent basis for any charge.

s. “Sales Event”: any commercial process organised or managed by Fleequid and aimed at the sale of one or more Vehicles, in accordance with the methods provided for in Art. 9.4, namely the Auction, Buy Now, whether as a stand-alone method or associated with a Bidding Auction, the Private Sale, the Negotiation and the Off-Auction Sale.

t. “Financier”: the third party that grants or disburses financing to the User in the context of a Financing Solution and that, depending on the product chosen and the applicable Specific Terms and Conditions, may act as payer, as recipient of the invoice or as Buyer pursuant to Art. 22.5.

u. “Fleequid”: mainly refers to the company Adorea S.r.l., 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 purchase and sale of Vehicles, in accordance with Art. 2.9. Fleequid operates the Marketplace and makes the Services available; the capacity in which it acts in the individual transaction depends on the applicable Sales Model and, in the Commission Sale, on the chosen method of performance, in accordance with Arts. 2.3-2.8, 3, 17 and 18. Fleequid's position with regard to Vehicles qualifying as ELVs or otherwise as waste is governed by Arts. 16.13 and 18.8.

v. “Encumbrance”: any lien or encumbrance, guarantee right, pledge, enforcement order, contractual obligation, retention of title, obligation relating to taxes or duties, mortgage or other encumbrance, of any nature whatsoever, weighing on the Vehicle and capable of preventing or making more difficult its legal circulation and marketability. Any characteristic of the Vehicle which does not allow for its free circulation 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.

w. “Total Amount Due”: the total amount owed by the Buyer in relation to the specific transaction, including, depending on the applicable Sales Model and the chosen method of performance, the Sale Price to the Buyer, the Commissions, the Fees, any reimbursement of expenses and VAT where due. The Total Amount Due is indicated in the Proforma, save for manifest clerical error; where Fleequid acts as a Pure Intermediary, the Proforma sets out separately the components due to the Seller and those due to Fleequid.

x. “Listing” (or “Auction data sheet”): the informative and descriptive content relating to the Vehicle and to the specific transaction, including, by way of example but not limited to, the Technical Specifications, the images, the technical dossier, any TrustReport and any other information made available to Users, which also serves to contain, identify or refer to the Special Sale Terms and Conditions and to make known the elements provided for in Art. 3.2, as governed by Art. 4.6.

y. “Pure Intermediary”: the method of performance of the Commission Sale, governed by Arts. 2.6 and 17.10 et seq., in which Fleequid does not carry out the Resale, neither purchases nor sells the Vehicle and does not conclude the sale, either in its own name or as a party, allowing the transfer and invoicing of the Vehicle to take place directly from the Seller to the Buyer. The Pure Intermediary does not constitute a separate Sales Model and remains an internal method of performance of the Commission Sale.

z. “Marketplace”: the auction platforms and other platforms, the apps, the websites and the integrated services which constitute an online marketplace in which Users can, in the cases and under the conditions established by these GTC and by the further applicable sources, purchase and sell Vehicles as well as request and use the other Services made available by Fleequid, including, in particular, the Fleequid website at the following address: https://www.fleequid.com.

aa. “Sales Model”: the legal structure according to which Fleequid organises the individual sales transaction, identified pursuant to Art. 3 from among the only two Models provided for in Art. 2.3, namely the Commission Sale and Dealer Sales.

bb. “Negotiation”: the Sales Event method, governed by Art. 9.4, letter e), consisting of a negotiation in the course of which Bids and counter-offers may be made and in which the Binding Agreement is concluded upon acceptance of the Bid or of the counter-offer.

cc. “Bidder”: Professional User who participates in a Sales Event, making one or more Bids. The Bidder acquires the status of Buyer at the moment the Binding Agreement is concluded in their favour.

dd. “Bid”: the declaration of intent by which the Bidder offers to purchase the Vehicle at a specific price in the context of a Sales Event. The Bid is binding and irrevocable as provided for in Arts. 10.1 and 10.5 and presupposes that the applicable Sales Model has been identified and made known in advance pursuant to Art. 3.

ee. “Advance Payment”: the advance payment, equal to 30% of the Total Amount Due, which may be requested from the Buyer in transactions in which the Vehicle temporarily remains in use by the Seller, in accordance with Art. 13. The Advance Payment is made on account of the price and constitutes neither a confirmatory deposit nor a withdrawal deposit.

ff. “Parties”: means jointly Fleequid, the Seller, the Bidder and the Buyer. The Financier is not a Party to these General Terms and Conditions, unless it acquires the status of Buyer pursuant to Art. 22.5.

gg. “MCSP” or “Minimum Commitment to Sell Price”: 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 is binding and may be changed only before the start of the relevant Sales Event; in the event of revision in view of a subsequent sales attempt, the provisions of Art. 8.10 shall apply.

hh. “Purchase Price”: the price of the Vehicle due to the Seller in Dealer Sales, independently agreed between Fleequid and the Seller pursuant to Art. 18.3.

ii. “Net Purchase Price”: the price of the Vehicle due from Fleequid to the Seller in the Commission Sale performed by means of Resale, corresponding to the Sale Price to the Buyer net of the Commissions payable by the Seller, the Fees and any other sum owed by the Seller to Fleequid, determined and payable in accordance with Art. 17.4.

jj. “Reserve Price” or “RP”: the gross 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, which represents, in the Commission Sale, the price threshold at which, or above which, the Seller irrevocably agrees to the sale of the Vehicle, ensuring the Seller net proceeds at least equal to the MCSP. In Dealer Sales any Reserve Price relates exclusively to the resale of the Vehicle by Fleequid to the Buyer and is determined independently by Fleequid pursuant to Art. 9.5.

kk. “Sale Price to the Buyer”: the price of the Vehicle resulting from the Binding Agreement, however formed according to the applicable Sales Event method, owed by the Buyer and forming part of the Total Amount Due.

ll. “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 Art. 2(3) of the Annex to Commission Recommendation No 2003/361/EC of 6 May 2003, and Art. 18(1)(d-bis) of Legislative Decree No 206/2005 (Consumer Code).

mm. “Proforma”: the document by which Fleequid notifies the Buyer of the Total Amount Due and of the expiry of the Payment Period and, in the Commission Sale, crystallises the chosen method of performance, in accordance with Art. 11.4. The Proforma is an implementing and declaratory document subsequent to the Binding Agreement, is not a contractual source, does not constitute a tax document and does not give rise to new obligations.

nn. “Offer to Sell”: the declaration of intent by which the Seller grants Fleequid the mandate to proceed with the marketing and sale of one or more Vehicles via the Marketplace or through the other available methods. The form, minimum content, effectiveness and binding nature of the Offer to Sell are governed by Art. 8.1.

oo. “Highest Bid”: the highest value among all the Bids submitted by the Bidders at the end of the Auction, even after any increments. Where Fleequid has proceeded with the Cancellation of the Sale, the Highest Bid is determined by excluding the value of the Bids relating to the cancelled sales.

pp. “Resale”: the method of performance of the Commission Sale, governed by Arts. 2.5 and 17.3 et seq. and also capable of being implemented in the forms referred to in Art. 1395 of the Italian Civil Code, by which Fleequid, in performance of the commission mandates to sell and to purchase, purchases the Vehicle from the Seller and transfers it to the Buyer in order to attribute the sale to the respective principals. The Resale does not apply in Dealer Sales.

qq. “Services”: the services, offline and online, made available by Fleequid to Users and subject to Fees, such as, by way of example, transport and logistics services for Vehicles and the other services indicated on the Marketplace, with the exclusion of the activity of intermediation in the purchase and sale of Vehicles, which is subject to Commissions.

rr. “Financing Solutions”: the financing, finance lease or other funding products offered by third parties and made available or indicated via the Marketplace, governed by Art. 22 and by the relevant Specific Terms and Conditions.

ss. “Technical Specifications”: the set of information, provided by the Seller or indicated by Fleequid and approved by the Seller, concerning the characteristics, technical and administrative, of each of the Vehicles offered for sale.

tt. “Optioned Status”: the status of the Vehicle, subsequent to the conclusion of the Binding Agreement and prior to full performance of the payment obligation and the commencement of the performance phase or to the Cancellation of the Sale, with the effects provided for in Art. 11. The Optioned Status describes a phase of the sales process, does not grant the Buyer any right to choose subsequently whether to purchase, does not constitute an irrevocable offer and does not amount to an option contract pursuant to Art. 1331 of the Italian Civil Code.

uu. “Fleequid Fee Schedule”: the set of conditions that regulate the calculation, also in terms of a percentage of the Sale Price to the Buyer, of the Commissions due to Fleequid from the Seller and from the Buyer, as well as of the further amounts indicated therein, which can be consulted at the following links: https://fleequid.com/en/pricing-seller and https://fleequid.com/en/pricing-buyer.

vv. “Fees”: the consideration, other than Commissions, due to Fleequid for the provision of one or more Services.

ww. “Payment Period”: the period within which the Buyer must pay the Total Amount Due in full, determined pursuant to Art. 11.5 and, in the cases provided for in those provisions, pursuant to Arts. 11.6, 11.7, 13 and 22.7.

xx. “TrustReport”: the Vehicle inspection document prepared by Fleequid or commissioned by it from third parties, which is of an exclusively informative nature within the scope and with the effects provided for in Art. 19.5. The TrustReport constitutes neither a warranty nor a certification of the condition of the Vehicle, does not replace the Buyer's inspection and does not release the Seller from its liabilities and obligations.

yy. “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 and use the Marketplace, participate in the Sales Events to offer to buy or sell Vehicles and benefit from the Services offered, including Sellers, Bidders and Buyers.

zz. “Vehicle”: any motor vehicle, new or used, sold or listed on the Marketplace or otherwise marketed through Fleequid, including but not limited to buses, trucks, vans, cars and other means of transportation.

aaa. “End-of-Life Vehicle(s)” or “ELV”: any Vehicle which, under the environmental legislation applicable in the country where the asset is located at the time of transfer, qualifies as waste or is intended for scrapping and the recovery of materials. The relevant rules are contained in Arts. 8.3, 16.13, 18.8 and 20.8.

bbb. “Off-Auction Sale”: the Sales Event method, governed by Art. 9.4, letter f), in which the sale is concluded outside the Auction process.

ccc. “Commission Sale”: the Sales Model, governed by Arts. 2.3, 2.4, 2.5, 2.6 and 17, in which Fleequid, under an irrevocable mandate from the Users, arranges on their behalf the sale and purchase of the Vehicle and in which the transaction is performed, alternatively, by means of Resale or with Fleequid acting as a Pure Intermediary. Fleequid's classification as a commission agent acting in its own name pursuant to Art. 1731 of the Italian Civil Code applies exclusively in the Resale, in accordance with Art. 2.5; where Fleequid acts as a Pure Intermediary, the sale is concluded directly between the Seller and the Buyer pursuant to Arts. 2.6 and 17.10.

ddd. “Private Sale”: the Sales Event method, governed by Art. 9.4, letter c), intended for one or more Users identified by Fleequid and not visible to Marketplace Users generally.

eee. “Seller”: any Professional who uses Fleequid's sales services and who offers to sell their Vehicles. The term always refers to the substantial Seller, a different entity from Fleequid; in the Commission Sale performed by means of Resale, where Fleequid takes on the role of formal seller, it is always referred to as Fleequid. In Dealer Sales the Seller is the person from whom Fleequid purchases the Vehicle; in the subsequent resale to the Buyer the seller is Fleequid pursuant to Arts. 2.7 and 18.1.

Unless the individual provision expressly provides for a time limit in calendar days, 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. This method of calculation applies to all time limits provided for in these General Terms and Conditions, including the Payment Period, the maximum time limit referred to in Art. 12.7 and the penalties determined for each day of delay.

2. Purposes, role of Fleequid and Sales Models.

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/EC 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 sell Vehicles as well as request and 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 Bidders the opportunity to make Bids, including by way of raised bids, and also allows the further Sales Event methods provided for in Art. 9 to be conducted. Fleequid may also, including in the context of transactions organised or managed through the Marketplace, purchase Vehicles in its own name and on its own behalf and resell them under the Dealer Sales Model.

2.2 These General Terms and Conditions are intended to regulate the methods and conditions under which Users can join and use the Marketplace, grant Fleequid the mandate to market their Vehicles by means of the Offer to Sell, grant Fleequid mandates relating to the purchase or sale of Vehicles, sell Vehicles to Fleequid or purchase them from it, conclude Sales Contracts, access the Financing Solutions made available or indicated by Fleequid, or request and obtain additional Services.

2.3 For the purposes of these General Terms and Conditions, sales transactions are structured exclusively in accordance with one of the following two Sales Models:

a) Commission Sale, in which Fleequid, under an irrevocable mandate from the Users, arranges on their behalf the sale and purchase of the Vehicle, performing the transaction, alternatively, by means of Resale or acting as a Pure Intermediary;

b) Dealer Sales, in which Fleequid purchases the Vehicle from the Seller in its own name and on its own behalf and resells it, again in its own name and on its own behalf, to the Buyer.

In the context of the Commission Sale, the transaction may be performed, alternatively, by means of Resale or with Fleequid acting as a Pure Intermediary, in accordance with Arts. 2.5, 2.6 and 17 below. The Resale and operation as a Pure Intermediary constitute alternative methods of performance of the Commission Sale and not separate Sales Models.

2.4 Where the specific transaction is classified as a Commission Sale pursuant to Art. 3, Users acknowledge and accept that the relevant Sales Event is organised and managed by Fleequid under an irrevocable mandate from the Users and on their behalf. In such cases, and with reference to the specific transaction, the User who operates on the Marketplace as a Seller, having submitted an Offer to Sell to Fleequid, grants Fleequid, which accepts, the irrevocable mandate to sell on that User's behalf the Vehicles indicated from time to time, at the Sale Price to the Buyer, determined, as the case may be, as corresponding to: a. the value of the Highest Bid when it is equal to or higher than the Reserve Price, always previously determined on the basis of the MCSP indicated by the Seller; b. the Highest Bid lower than such RP, but expressly accepted by the Seller pursuant to Art. 10.3; c. the value of the counter-offer made by the Seller to the Bidder and accepted by the latter; or d. the price resulting from the further Sales Event methods provided for in Art. 9.4. The User who operates on the Marketplace as a Bidder in turn grants Fleequid, which accepts, the irrevocable mandate to arrange on that User's behalf the purchase of one or more Vehicles at the Sale Price to the Buyer resulting from the Sales Event. The classification of the mandate provided for in this paragraph as a commission mandate pursuant to Art. 1731 of the Italian Civil Code, with Fleequid consequently acting in its own name, applies exclusively where the transaction is performed by means of Resale pursuant to Art. 2.5 below; where Fleequid acts as a Pure Intermediary, the sale is concluded directly between the Seller and the Buyer pursuant to Art. 2.6 below. In both methods of performance, Fleequid is owed the Commissions payable by the Seller and by the Buyer and the Fees for any Services rendered, in accordance with Art. 17.2. The Offer to Sell does not, in itself, entail the granting of a commission mandate pursuant to Art. 1731 of the Italian Civil Code, which arises exclusively in cases where Fleequid acts as a commission agent in the specific transaction.

2.5 Where Fleequid performs the Commission Sale by means of Resale, Users acknowledge and accept that Fleequid acts in its own name and on behalf of the Users, as a commission agent for both the Bidder and the Seller, with an irrevocable mandate to buy and to sell, respectively, pursuant to Arts. 1703 et seq. and 1731 of the Italian Civil Code, and is entitled to the Commissions due from both on the terms provided for in these General Terms and Conditions. In this method of performance, the Seller commissions Fleequid, which accepts, pursuant to Art. 1731 of the Italian Civil Code, to sell, in its own name and on behalf of the Seller, the Vehicles indicated from time to time, at the Sale Price to the Buyer determined in accordance with Art. 2.4, while the Bidder grants Fleequid, which accepts, an irrevocable commission mandate to purchase, on the Bidder's behalf but in the name of Fleequid, one or more Vehicles at the same price. Once the Binding Agreement has been concluded and where the conditions provided for in Arts. 8.8 and 12 are met, Fleequid transfers the Vehicle and attributes the commissioned sale to its principals by means of the Resale, without prejudice to the provisions of Art. 2.6 below. The Parties acknowledge that the Resale is carried out by Fleequid for the sole purpose of attributing the sales contract to the respective principals, i.e. the Seller and the Buyer. In order to complete the Resale, Fleequid purchases the Vehicle from the Seller and transfers ownership thereof to the Buyer (sale with obligatory effects pursuant to Art. 1478 of the Italian Civil Code). Therefore, in accordance with the terms and conditions set out in these General Terms and Conditions, any Specific Terms and Conditions, any Special Sale 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 Binding Agreement. In respect of the Resale only, 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 financial content of the sales contract entered into from time to time, since the MCSP for each Vehicle is set exclusively by the Seller, while, where provided for the specific type of Sales Event, the Reserve Price is consequently determined by Fleequid on the basis of the MCSP and the Commissions contractually charged to the Seller applicable to the specific transaction, to ensure that the Seller, upon the Reserve Price being reached, receives net proceeds at least equal to the MCSP; the Sale Price to the Buyer is formed in the Auction competition, by making the Bids and any possible raised bids, or in accordance with the further Sales Event method applicable pursuant to Art. 9.4. In light of the foregoing, the Parties expressly acknowledge and accept that the Marketplace's specific operating procedures and the related sales process represent adequate and sufficient conditions, similar to those indicated in Art. 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. The provisions of Art. 9.4, letter d), remain unaffected with regard to 1 Euro Auctions and the relevant Special Sale Terms and Conditions.

2.6 In the context of the Commission Sale, Fleequid may, at its sole discretion, decide not to carry out the Resale and to perform the commissioned sale as a Pure Intermediary, allowing the transfer of the Vehicle and the related invoicing to take place directly from the Seller to the Buyer. In such case the sale of the Vehicle is concluded directly between the Seller and the Buyer; Fleequid does not conclude it, either in its own name or as a party, does not purchase the Vehicle, not even temporarily, does not take on the role of seller, not even of formal seller, and the price of the Vehicle is paid by the Buyer directly to the Seller; Fleequid retains the right to the Commissions due from both Parties and to the Fees in accordance with these General Terms and Conditions. Operation as a Pure Intermediary constitutes an internal method of performance of the Commission Sale pursuant to Art. 2.3 and not a separate Sales Model. The right of choice provided for in this paragraph is exercised in accordance with Arts. 3.2, 3.5 and 17.1, is made known in advance pursuant to Art. 3.2, letter a) and is accepted by adhering to these GTC.

2.7 In the Dealer Sales Model, Fleequid purchases the Vehicle from the Seller in its own name and on its own behalf and resells it to the Buyer, again in its own name and on its own behalf, taking on the role of substantial party to both contracts, as buyer in the first and as seller in the second, respectively. The two sale relationships are separate and independent. In this Sales Model Fleequid does not act as mandatary or commission agent of the Seller or of the Buyer and the Commissions specific to the Commission Sale are not due; any difference between the Purchase Price and the Sale Price to the Buyer constitutes the financial result of the purchase and sale activity carried out by Fleequid and not a Commission. The relationships of purchase and subsequent resale are governed by Art. 18 and by the further applicable provisions.

2.8 None of the Sales Models characterises Fleequid's activity generally and exclusively. The provisions of these General Terms and Conditions based on a specific Sales Model apply exclusively to transactions classified as such pursuant to Art. 3. The fact that the transaction is organised or operationally managed through the Marketplace does not turn Dealer Sales into an activity of mere intermediation; conversely, the role of substantial seller taken on by Fleequid in Dealer Sales does not extend to the other Sales Models or to the methods of performance of the Commission Sale.

2.9 The transactions governed by these General Terms and Conditions may be carried out not only by Adorea S.r.l. but also by other legal entities affiliated with or designated by it for the sale and purchase of Vehicles. Users agree that such operating structure may include, by way of example, branches, affiliates, or other companies formally incorporated and attributable to Fleequid, including those located in foreign countries, and that sales are governed by the tax legislation applicable in the country in which the legal entity involved in the specific transaction is based. If a sale is made through a legal entity other than Adorea S.r.l., Fleequid communicates to Users, in the relevant contractual and tax documents, the identification details of the entity involved; these details may be made known in advance, by communicating them to the Seller upon acceptance of the Offer to Sell and to the Bidder in the Listing, or, where Fleequid does not take on the role of seller, buyer or contractual counterparty in the specific transaction, at the latest with the Proforma, on which the applicable VAT regime and the payment details depend. This paragraph does not affect the identification of the Sales Model pursuant to Art. 3.

3. Determination and disclosure of the Sales Model.

3.1 Users acknowledge and accept that the Sales Model applicable to the individual transaction is identified by Fleequid in the context of the organisation and management of the process of marketing the Vehicle. That choice is made in any event before the Bidder is able to make a Bid. Unless otherwise agreed in an Individual Contract, the determination of the Sales Model rests exclusively with Fleequid.

3.2 The Sales Model identified pursuant to the preceding paragraph is made known to the Bidder before the Bid is made. To that end, the Listing indicates the applicable Sales Model, including by means of a specific designation, badge, label, icon, wording or other graphic or textual element capable of identifying it clearly and unambiguously. Where the specific transaction does not involve the publication of a Listing, the Sales Model is indicated in the communication by which Fleequid enables the Bidder to make a Bid. In any event, Fleequid always makes known to the Bidder at least:

a) the applicable Sales Model and, consequently, the capacity in which Fleequid acts in the specific transaction, specifying whether it acts under a mandate from the Users in the context of the Commission Sale or as buyer and subsequent seller on its own account in Dealer Sales; in the Commission Sale it is also made known that the transaction may be performed, alternatively, by means of Resale, in which Fleequid acts as a commission agent in its own name pursuant to Art. 2.5, or with Fleequid acting as a Pure Intermediary, with the sale concluded directly between the Seller and the Buyer pursuant to Art. 2.6, and that the method actually chosen is crystallised in the Proforma pursuant to Art. 17.1;

b) the Commissions, the Fees and any further amounts charged to the Bidder under the Fleequid Fee Schedule, the Special Sale Terms and Conditions or the other conditions applicable to the specific transaction;

c) any obligation to pay the Security Deposit and the relevant amount, in accordance with Art. 6;

d) any availability of Financing Solutions and, where provided for by the relevant rules, the possibility that the Financier may acquire the status of Buyer.

3.3 The indications relating to the Sales Model, to the alternative methods of performance in the Commission Sale and to the amounts charged to the Bidder pursuant to Art. 3.2, letters a), b) and c) above, are binding on Fleequid in the specific transaction and are not subject to the merely indicative nature provided for in Art. 9.3. It remains understood that any availability of the Financing Solutions is subject to the conditions provided for by the relevant rules.

3.4 The disclosure of the Sales Model does not require a specific separate declaration or the use of a particular formal method, provided that the Model applicable to the specific transaction is clearly identifiable by the Bidder before the Bid is made. Any omission of a specific designation, badge, label, icon or wording does not prejudice the identification of the Model where it is in any event clearly recognisable from the information made available to the Bidder taken as a whole.

3.5 Until a Bid is made, Fleequid may change the Sales Model applicable to the specific transaction, it being understood that, before Bids can be made under the new Model, the latter and the relevant conditions are made known to the Seller pursuant to Art. 3.7 and to the Bidders pursuant to Art. 3.2. After a Bid has been made, the Sales Model applicable to the relevant transaction may not be changed unilaterally by Fleequid, either in its relationship with the Seller or vis-à-vis the Bidder. Fleequid's right to adopt a different Sales Model in the context of a subsequent transaction or of a new Sales Event relating to the same Vehicle, in accordance with Arts. 8.6 and 8.8, remains unaffected. In the context of the Commission Sale, Fleequid's choice whether or not to carry out the Resale pursuant to Art. 2.6 does not constitute a change of the Sales Model and is governed by Art. 17.1.

3.6 The Sales Model applicable to each transaction is the one identified by Fleequid and made known in accordance with the preceding paragraphs; no Sales Model is deemed applicable automatically or on a residual basis. Any discrepancies, inaccuracies or omissions contained in individual communications or documents relating to the transaction do not, in themselves, result in a change of the Sales Model identified for the specific transaction.

3.7 The Sales Model applicable to the specific transaction is also made known to the Seller, together with the financial terms concerning the Seller, before the transaction is opened to the making of Bids. To that end, such information may be apparent from the Listing or from the information relating to the Vehicle or to the Sales Event available on the Marketplace, including by means of a specific designation, badge, label, icon, wording or other graphic or textual element capable of identifying it clearly, or may be made available by e-mail or through the other channels normally used in dealings with the Seller. No separate or independent communication is required, provided that the relevant information is made known to the Seller by one of the methods indicated above. In particular, the following are made known to the Seller:

a) in the Commission Sale, the application of that Sales Model, the Commissions and the Fees charged to the Seller, as well as the MCSP and the related financial mechanism, in accordance with the Fleequid Fee Schedule and the further conditions applicable to the specific transaction, as well as the fact that the transaction may be performed by means of Resale or with Fleequid acting as a Pure Intermediary;

b) in Dealer Sales, the application of that Sales Model and the fact that Fleequid purchases the Vehicle on its own account from the Seller, without application of the Commissions provided for the Commission Sale, at the Purchase Price or in accordance with the financial criterion, already accepted by the Seller, by which it can be determined, and the further conditions agreed with the Seller.

3.8 The disclosure of the financial elements provided for in the preceding paragraphs concerns their determination; the conditions for their accrual, their falling due and their payment, where applicable, remain governed by the further provisions of these GTC and, in particular, by Art. 12.4.

4. Contractual sources, Listing and conditions applicable to the specific transaction.

4.1 By registering or simply using the Marketplace, Users explicitly accept these General Terms and Conditions as well as any applicable Specific Terms and Conditions and Special Sale Terms and Conditions and undertake to abide by them. Such conditions apply even where they are not set out in full in the individual Listings, provided that they are made applicable and known in accordance with these General Terms and Conditions. Unless otherwise expressly agreed in writing by Fleequid, the relationships governed by these General Terms and Conditions are regulated exclusively by the contractual sources prepared by Fleequid in accordance with the hierarchy set out in Art. 4.3. Any general or special terms and conditions of contract, of supply, of purchase or of any other nature prepared or proposed by Users are not considered accepted by Fleequid, even where referred to in orders, confirmations, correspondence or other documents of the User. They are valid and binding on Fleequid only where expressly approved in writing by Fleequid after the acceptance of these General Terms and Conditions, with a clear and specific indication of the intention to derogate from them, in whole or in part.

4.2 Fleequid reserves the right to modify unilaterally the General Terms and Conditions and the Fleequid Fee Schedule at its discretion at any time, including in order to introduce new products or Services, to adapt the operating procedures of the Marketplace or to comply with legal or regulatory provisions or with measures of the competent authorities. Changes shall be notified to Users in a clear and understandable manner at least 30 (thirty) calendar days before they come into effect, unless the User has expressly accepted them before the end of this period. Fleequid keeps an archive of previous versions of the General Terms and Conditions and of the Fleequid Fee Schedule, which can be accessed by contacting customer support. Changes may be communicated using one or more of the following tools: a) e-mail to the e-mail address associated with the User's profile, containing a summary of the changes and a link to the updated texts; b) notification displayed when the User next logs in to the Marketplace; c) publication of a notice on the homepage of the Fleequid website, with a link to the updated texts. A User who does not intend to accept the changes may withdraw without incurring penalties within 30 (thirty) calendar days of the communication and in any case of the publication of the updated General Terms and Conditions on the Marketplace, by written communication to the e-mail address withdrawal@fleequid.com. The changes apply to the Sales Events and transactions commenced after their entry into effect; the Sales Events and transactions already in progress, as well as those for which the Binding Agreement has already been concluded, shall continue to be governed until their completion by the General Terms and Conditions and the Fleequid Fee Schedule in force at the time the relevant Event or transaction commenced, save as provided for in Art. 4.9. Upon receipt of the withdrawal notice, Fleequid shall delete the User's profile in accordance with Art. 5.11. Users are required to check the version of the General Terms and Conditions and of the Fleequid Fee Schedule in force before making a Bid, by consulting the appropriate section of the Marketplace. Once the notice period has elapsed, continued use of the Marketplace or of Fleequid's Services entails acceptance of the changes that have come into effect. 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.

4.3 The Specific Terms and Conditions, the Special Sale Terms and Conditions and any Individual Contracts may supplement or govern, including in derogation of these General Terms and Conditions, the relationship between Fleequid and certain Users, or between Users themselves, with regard to one or more Vehicles, Sales Events or Services. Where several contractual sources are applicable to the same transaction or to the same relationship, Users acknowledge, in the event of conflict, the following order of priority: 1) Individual Contract, provided that it is formalised in writing and approved by Fleequid, in respect of the matters it expressly governs or derogates from and solely as regards the relationships with the Users that are parties to it; 2) Specific Terms and Conditions, for the special, standardised and recurring rules applicable to particular Services, products, categories of Vehicles or matters, such as, by way of example but not limited to, Fleequid Care, the Financing Solutions and the further Services or commercial programmes for which Fleequid provides dedicated contractual rules; 3) Special Sale Terms and Conditions, for the parameters, conditions and express derogations of the individual transaction or the individual Sales Event, such as, by way of example but not limited to, the conditions applicable to 1 Euro Auctions, the special conditions relating to the transactions referred to in Art. 13, as well as any special conditions relating to the sales methods, the participation requirements, the determination of the price, the Commissions, the Fees, the warranties specifically provided for the transaction, or delivery; 4) General Terms and Conditions, on a general and residual basis.

4.4 The order of priority provided for in Art. 4.3 operates exclusively in the event of conflict between contractual sources governing the same matter. Each source prevails only in respect of the matters it governs; in the absence of incompatibility, the sources supplement one another. The Special Sale Terms and Conditions may derogate from the Specific Terms and Conditions only in a manner that is express, clear and referable to the specific matter or provision derogated from; failing such express derogation, the Specific Terms and Conditions prevail in respect of the matters they govern. In particular, the Specific Terms and Conditions relating to the Financing Solutions may lay down special rules on payment, invoicing, registration, transfer of ownership, availability and delivery of the Vehicle, in accordance with Art. 22.

4.5 The Special Sale Terms and Conditions applicable to the specific transaction or to the individual Sales Event may be set out directly in the Listing, referred to by means of a link or reference to a document or to a dedicated section of the Marketplace, or identified by means of badges, labels, wording or other graphic or textual elements capable of making their application clearly recognisable. Where the relevant text is made accessible and available for consultation before the Bid is made, such Special Sale Terms and Conditions apply to the transaction and are binding on Users without the need for separate acceptance.

4.6 The Listing serves the dual function of describing the Vehicle and the characteristics of the specific transaction and of containing, identifying or referring to any applicable Special Sale Terms and Conditions. Not all the information contained or referred to in the Listing therefore constitutes Special Sale Terms and Conditions: the descriptive data of the Vehicle, the images, the mileage, the TrustReport, the Technical Specifications and the further information relating to the Vehicle retain their own function. The provisions intended to govern the specific transaction or the relevant Sales Event and made recognisable as such in the manner provided for in Art. 4.5 constitute Special Sale Terms and Conditions.

4.7 The Proforma, the invoices and the communications relating to the performance phase of the transaction do not constitute independent contractual sources and may not unilaterally modify the contractual conditions applicable to the specific transaction or introduce new obligations. The amount indicated in the Proforma constitutes the Total Amount Due from the Buyer, save for manifest clerical error. The invoices issued in relation to the transaction document, depending on the applicable Sales Model and the manner in which the sale is performed, the respective financial and tax relationships, without modifying, in themselves, the total amount owed by the Buyer. The making available of the Proforma causes the Payment Period to start running in accordance with Art. 11, without the Proforma thereby acquiring the nature of a contractual source.

4.8 Until Bids have been made, Fleequid may modify the conditions applicable to the specific transaction or to the individual Sales Event, making known the applicable version in accordance with Arts. 3.2, 3.7, 4.5 and 9.2. Where Bids have already been made, a substantial modification of the applicable conditions does not apply to the Bids already made: Fleequid, where it intends to apply the modification, neutralises the Bids concerned, makes known the new version of the conditions and allows Users to make a new declaration of intent. Purely clerical or formal corrections, having no financial or legal impact, may be made without the need to neutralise the Bids already made. Once the Binding Agreement has been concluded, no unilateral modification of the applicable conditions is permitted, save for the express agreement of the Parties concerned, mechanisms already agreed and made known in advance or mandatory adjustments pursuant to Art. 4.9. The provisions of Art. 9.7 on manifest clerical error remain unaffected.

4.9 Changes to these General Terms and Conditions, to the Fleequid Fee Schedule or to the further applicable conditions that are required by a law, a regulation or a binding measure of the competent authority apply from the date and to the extent required by the higher-ranking source, including to ongoing relationships where necessary, without this giving rise to any generalised contractual retroactivity. Effects that have already definitively accrued remain unaffected, unless otherwise provided by mandatory provisions. In the same cases Fleequid may adapt the operating procedures of the Marketplace and of the transactions, require further documents and formalities from Users, suspend performance, prevent activities that are no longer permitted and proceed with the Cancellation of the Sale pursuant to Art. 14 where the continuation of the transaction is unlawful or incompatible with the supervening legislation.

5. Registration and permitted use of the Marketplace.

5.1 Users who wish to use the Services offered by Fleequid must register on the Marketplace. Registration is free and does not imply any obligation to buy or sell vehicles. By registering on the Marketplace, Users represent and warrant that they are a Professional and that the natural person carrying out the registration is of legal age and has the powers necessary to accept these General Terms and Conditions and to bind the User.

5.2 Participation in the Sales Events is reserved for Users who have completed the Marketplace registration process, have provided the information requested, which is complete and truthful, and have sent the documentation, if any, requested by Fleequid pursuant to this paragraph. Fleequid may request, including after registration and at any time when this proves necessary in relation to the User's operations or to the specific transaction:

a) updated Chamber of Commerce certificate or equivalent certification, specifically indicating the powers of the legal representative;

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

c) VAT number assignment certificate or other equivalent national documentation;

d) any other document reasonably requested by Fleequid for the purposes of identifying the User, ascertaining their status as a Professional or, with reference to specific Sales Event categories, verifying the possession of particular authorisations, qualifications or other technical/professional requirements provided for by law or otherwise required for participation.

Fleequid may, at its discretion, allow access to the Marketplace or participation in one or more Sales Events even before all the documents have been sent, reserving the right in such case to request the missing or updated documentation at any time and to restrict, suspend or revoke the User's access or operations in the event of failure to send it.

5.3 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, approval of the General Terms and Conditions in paper form or updated official documentation to prove the User's Professional status, or the continued possession of the technical and professional requirements required for certain Sales Event categories. The validity and effectiveness of the registration are subject to approval by Fleequid. Fleequid also reserves the right, at any time and at its sole discretion, to allow, restrict, suspend or exclude registered Users' access to the Marketplace or to individual features thereof, as well as to limit their operations to only those Sales Event categories for which they have demonstrated possession of the prescribed technical/professional requirements, or on the basis of the User Classification pursuant to Art. 6. Each User may have only one profile, with which one or more company contacts authorised to operate on the Marketplace may be associated. The User profile is not transferable to third parties. Registering on the Marketplace under a false identity is prohibited.

5.4 Once the registration process is complete, Fleequid shall provide the User with the Marketplace access credentials relating to the company contacts associated with the profile. The User undertakes to keep them strictly confidential, to ensure that they are periodically updated and to keep the list of company contacts authorised to operate on their behalf constantly up to date. The User is responsible for the use of the credentials associated with their profile and for the activity carried out through the company contacts authorised by them, as well as for the prompt revocation of the relevant authorisations when the conditions for them cease to exist, indemnifying Fleequid, to the maximum extent permitted by law, against liability arising from any improper or unauthorised use of the credentials attributable to the User or to persons connected with the User. The User is also required to keep up to date the contact details and other information provided to Fleequid for the purposes of the communications provided for in Art. 24.

5.5 Within the limits and conditions of these General Terms and Conditions, registered Users may make Offers to Sell, participate in Sales Events, place Bids and use the further Services made available via the Marketplace. Participation in Sales Events and the placing of Bids ordinarily require payment of the Security Deposit as provided for in Art. 6; where due, failure to pay the Security Deposit precludes the placing of the Bid. The permitted use of the Marketplace is limited to consulting the Sales Events and advertisements present, placing Offers to Sell, placing Bids and using the further Services made available by Fleequid, in the manner and for the purposes provided for in these General Terms and Conditions, the Specific Terms and Conditions, the Special Sale Terms and Conditions and any applicable Individual Contracts. Any other use of the Marketplace is expressly prohibited. In particular, activities aimed at making the Marketplace inoperable, impairing its functioning or making it more difficult for other Users to use are not permitted. Without prior 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 in order to request information or documents relating to Vehicles advertised on the Marketplace or to directly conclude transactions intended to bypass Fleequid. A User acting as a potential purchaser, including the Bidder and the Buyer, further undertakes, for 24 (twenty-four) months from the first time they obtained access, through Fleequid, to information or contacts relating to the specific Vehicle or to the relevant Seller, not to use such information, contacts or business opportunities to conclude, directly or indirectly, transactions relating to the Vehicle bypassing Fleequid's involvement. Where a circumventing transaction is concluded, or in the event of conduct objectively and unequivocally aimed at concluding one, even if the transaction is not subsequently completed, the User shall pay Fleequid, by way of penalty, an amount equal to three times the Commissions that would have been due from the Buyer for the specific transaction under the applicable Fleequid Fee Schedule, without prejudice to compensation for any further damage. Where the circumventing transaction is not completed and a Sale Price to the Buyer has therefore not been determined, the Commissions relevant for the purposes of this penalty are calculated taking as the basis, in the following order: a) the price or amount proposed, agreed or otherwise objectively identifiable in the circumventing conduct; b) failing that, the Reserve Price attributable to the specific Vehicle or to the specific transaction; c) failing that too, in the Commission Sale, the MCSP relating to the specific transaction; d) in Dealer Sales, failing also the parameters referred to in letters a) and b), the Purchase Price. For the purposes of this penalty, the relevant Fleequid Fee Schedule is in any case the one in force at the time when the User first obtained access, through Fleequid, to the information or contacts relating to the specific Vehicle or to the relevant Seller; subsequent amendments to the Fee Schedule do not affect the quantification of the penalty. Neutral or occasional contacts, or contacts lacking any objective circumventing purpose, do not constitute a violation. Where the specific transaction is structured as Dealer Sales, the Fleequid Fee Schedule relating to the Commissions payable by the Buyer is relevant exclusively as an agreed parameter for quantifying the penalty and does not give rise to the accrual of Commissions. This penalty is coordinated with the further penalties provided for in these General Terms and Conditions in accordance with Art. 15.8. Fleequid reserves the right to obscure or block, temporarily or permanently, access to the Marketplace or participation in one or more Sales Events if, in its sole discretion, it suspects that the data provided by the User is unlawful, untrue, incomplete, incorrect, out of date or false; that the Vehicles subject to the Offer to Sell are of suspicious origin; that the Bids placed are suspicious, anomalous, illicit or abusive; that the User has not paid the amounts due to Fleequid; that there are disputes by third parties regarding the data provided; that abnormal logins to the User's profile have been detected; that third parties have come into possession of the access credentials; or that the Marketplace or the data contained therein have been used for purposes that are illicit or otherwise not compliant with these General Terms and Conditions.

5.6 Fleequid shall promptly communicate to the User in writing the measures taken pursuant to Art. 5.5 above, stating the reasons for them. Depending on the nature and seriousness of the circumstances found, Fleequid may immediately take the measures necessary to bring to an end or contain the situation complained of, or call on the User to remedy it within a period of 30 (thirty) days. If that period expires without the situation having been remedied, Fleequid may suspend or block the User's profile, including for an indefinite period, or restrict the User's access to the Marketplace and to the related Services. The said period shall not apply where: a) Fleequid is required to comply with a legal or regulatory obligation or with an order of the competent authority which requires the immediate cessation or restriction of the supply of Vehicles or Services to the User; b) the conditions are met for the immediate termination of the Contract under the law or these General Terms and Conditions; c) the User has repeatedly breached the rules of use of the Marketplace; d) the data or content attributable to the User is unlawful or inappropriate, or the User's conduct may compromise the security or proper functioning of the Marketplace, of Fleequid or of the other Users; e) the conduct is connected with fraud, counterfeiting, infringements relating to personal data, spam or other unlawful or abusive activities. In such cases Fleequid may take the measure without prior formal warning, while still providing the User with the reasons for it. The User Classification referred to in Art. 6 does not constitute a measure within the meaning of this paragraph and is not subject to the procedure provided for herein. Likewise, the restriction or suspension of the operation of the profile ordered in respect of a Buyer who is in delay or in default pursuant to Art. 12.10 constitutes an independent measure, governed by that provision, is not absorbed into the procedure provided for in this paragraph and is not subject to the related conditions and time limits.

5.7 In the event of two or more violations by the User of the obligations or prohibitions provided for in Art. 5.5, Fleequid may permanently block the User's access to the Marketplace, deactivate the User's profile and terminate, pursuant to Art. 1456 of the Italian Civil Code, the Contracts in progress with the User concerned, with the exception of the Sales Contracts relating to sales for which the Binding Agreement has already been concluded, which remain governed by the following sentence, by means of written notice declaring its intention to rely on this express termination clause, without prejudice to the rights and obligations already accrued. Termination under this paragraph prevents the User from initiating new transactions and may bring about the cessation of the User's general relationships with Fleequid, but does not in itself entail the Cancellation of the sales for which the Binding Agreement has already been concluded, including those relating to Vehicles in Optioned Status: with regard to such transactions the obligations of the Parties continue until they have been settled, and the Cancellation of the Sale may be ordered only where a specific ground provided for in these General Terms and Conditions arises. Delay in payment or non-payment of sums owed by the User does not, in itself, constitute a violation relevant for the purposes of the repetition referred to in this paragraph, and remains subject to the specific consequences provided for in Art. 12, including the measure referred to in Art. 12.10; this is without prejudice to the case in which the User's conduct independently constitutes one of the violations provided for in Art. 5.5.

5.8 Where Fleequid exercises the right of termination provided for in Art. 5.7 above, the User shall pay Fleequid, by way of penalty, the amount of €3,000.00 (EUR three thousand/00), without prejudice in any case to the right to compensation for any further damage suffered. This penalty is independent of any penalties due for the individual violations of Art. 5.5, is cumulative with them and is due only once for each termination ordered pursuant to Art. 5.7.

5.9 Fleequid's internal complaint management system can be accessed using the contact details on the Marketplace, as well as by sending a communication to the e-mail address claims@fleequid.com. This system is structured in accordance with Art. 11 of Regulation (EU) 2019/1150, which Fleequid also applies on a voluntary basis where it is not directly applicable. Pursuant to Art. 12 of the aforementioned Regulation, disputes relating to access to the Marketplace, to its use and to the measures of restriction, suspension or termination of the User's access or operation taken by Fleequid pursuant to 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 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 consult in the relevant section of its institutional website. The rules governing the complaint procedure relating to Vehicles referred to in Art. 20 remain unaffected and independent, and the mediation attempt referred to in this paragraph does not apply to that procedure unless the dispute also concerns, independently, one of the matters indicated in the preceding sentence.

5.10 The User acknowledges and agrees that their right to use the Marketplace is subject to the limits inherent in the information technology and communication systems available and that Fleequid cannot guarantee the continuous and uninterrupted availability of the Marketplace, its operation or its use free from errors, interruptions or technical defects. To the maximum extent permitted by law, the Services and features made available by Fleequid via the Marketplace are used and enjoyed at the User's own risk; this provision constitutes a risk allocation rule and does not entail any exemption from liability for wilful misconduct or gross negligence on the part of Fleequid. To the same extent, Fleequid is not liable for damage or consequences arising from defects, malfunctions, interruptions or disruptions of the Marketplace, or from anomalies in the conduct of Sales Events attributable to technical or programming problems, to problems of connection to computer networks or to the functioning of third-party systems and services, except in the case of wilful misconduct or gross negligence on the part of Fleequid. The same limitation applies to Fleequid's employees, representatives, agents and attorneys, within the limits permitted by law. This is without prejudice to Fleequid's right to grant an extension of the Payment Period pursuant to Art. 11.7 in the event of a disruption that has actually prevented or hindered timely performance, and to the provisions of Art. 6.5 concerning attributability for the purposes of the User Classification.

5.11 Users may at any time request the deletion or rectification of their Marketplace profile, in compliance with the applicable data protection legislation, by contacting Fleequid customer service using the contact details available on the Marketplace or by following the instructions provided in the relevant section. Before proceeding, Fleequid may request additional information to verify the User's identity. Once the cancellation process is complete, the 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 data protection legislation, shall be removed from the system. Fleequid shall also proceed with the cancellation of the profile following receipt of a notice of withdrawal from the User pursuant to Art. 4.2. If, at the time of the request for deletion or of the withdrawal, the User is involved in a Sales Event, has made an Offer to Sell or a Bid, is a party to a transaction for which the Binding Agreement has already been concluded or has other obligations still outstanding towards Fleequid or other Users, Fleequid may defer or restrict the deletion of the profile until the relevant relationships have been concluded and the obligations undertaken have been performed.

5.12 Following registration on the Marketplace and the User's performance of at least one of the following activities: (i) the submission of at least one Bid in the context of a Sales Event; 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 (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 or as a user of the Services, including with reference to selling, purchasing or Sales Event 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 paragraph. 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 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. The User may at any time object, on justified grounds, to the use of its Distinctive Signs or to the mention of its name as a customer of Fleequid by means of written communication sent to the addresses indicated in Art. 24; 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.

6. User Classification and Security Deposit.

6.1 Ordinarily, the placing of a Bid is subject to payment of the Security Deposit. Fleequid may, however, provide for exemptions, differentiated amounts or different payment conditions in relation to certain categories of Users, Vehicles or Sales Events, also taking into account the User Classification. In any case, any obligation to pay the Security Deposit and the relevant amount are made known to the Bidder before the Bid is placed, via the Marketplace or through the different channel used for the specific transaction, as provided for in Art. 3.2, letter c). Where due, failure to pay the Security Deposit precludes the placing of the Bid.

6.2 The amount of the Security Deposit is determined by Fleequid according to the Sales Event, the characteristics and economic value of the Vehicle, the risk associated with the specific transaction and, where applicable, the User Classification. These General Terms and Conditions do not set a rigid and uniform standard amount. Without prejudice to the conditions ordinarily applied and to any preferential terms or exemptions granted by Fleequid, the User Classification may entail the application of differentiated deposit regimes, arranged according to the type of Vehicle and of Sales Event and ordinarily structured as follows: (i) first-level deposit regime: €2,000.00 for Vehicles intended for scrapping; €1,000.00 for 1 Euro Auctions; €1,000.00 for Vehicles with a Reserve Price of up to €50,000.00; €2,000.00 for Vehicles with a Reserve Price exceeding €50,000.00; (ii) second-level deposit regime: €2,000.00 for any Sales Event. The application of one of the above regimes, or of a different amount determined pursuant to the first sentence, does not require any specific title or designation to be assigned or communicated to the User, without prejudice to the provisions of Art. 6.1 concerning the prior disclosure of the payment obligation and of the relevant amount; the obligation and the amount actually made known to the Bidder pursuant to Art. 6.1 shall in any case prevail over the amounts ordinarily applied.

6.3 The Security Deposit serves as security for the performance of the obligations undertaken by the Bidder and for any claims of Fleequid relating to the specific transaction, and constitutes neither a penalty nor an independent basis for any charge. If the Bidder does not become the Buyer, the Security Deposit shall be returned in full, without interest, within 3 (three) days from the time the Bid ceases to be binding. If the Bidder becomes the Buyer, the Security Deposit shall be returned in full, without interest, within 3 (three) days from verification by Fleequid of full performance of the payment obligations relating to the transaction. In the event of Cancellation of the Sale for a reason attributable to the Buyer, or in the other cases in which sums are owed to Fleequid pursuant to these General Terms and Conditions, Fleequid may retain the Security Deposit and apply it, in whole or in part, to the payment of penalties, interest and any other amount contractually owed; any excess shall be returned to the User, without interest, within 3 (three) days from the determination of the sums owed. The Security Deposit is distinct from the Advance Payment referred to in Art. 13, as well as from any payments on account of the price or other payments due in the context of the specific transaction.

6.4 The User Classification is an internal, operational and dynamic status, assigned by Fleequid on the basis of objective factors relating to the User's history and to the User's conduct in using the Marketplace and in performing previous transactions, including in particular: the performance history; the Cancellations of the Sale attributable to the User; the conduct on the Marketplace; the overall course of the transactions concluded; any other factor objectively relevant for the same purposes. The Classification may be changed by Fleequid for the better or for the worse, serves exclusively operational purposes and does not entail the assignment of any designation or title to the User, or its communication to the User. The Classification relates to the registered entity as a whole and applies regardless of which company contact operates on the Marketplace on its behalf from time to time.

6.5 For the purposes of the User Classification, particular importance attaches to the Cancellation of the Sale resulting from non-payment attributable to the Buyer. The mere fact that the Payment Period has been exceeded, where payment is made before the Cancellation of the Sale, does not in itself entail the application of a more onerous deposit regime. Furthermore, Cancellations or the failure to conclude the transaction resulting from an act of the Seller, from disruptions of the Marketplace or from other causes not attributable to the Buyer are not taken into account for the purposes of a downgrading of the Classification.

6.6 In addition to the application of the deposit regimes provided for in Art. 6.2, the User Classification may entail the amendment or withdrawal of any preferential terms granted by Fleequid on a discretionary basis. The Classification may affect the Security Deposit but is not to be identified with it and is not a necessary precondition for it. The Classification does not, in itself, entail the suspension or blocking of access to the Marketplace, which remain governed by Art. 5, or the restriction of operations provided for in Art. 12.10, which constitutes a separate and independent measure; the said measures may be applied cumulatively where their respective conditions are met. In any case, the User must be able to know, before the Bid is placed, the actual effects of the Classification on the specific transaction, and in particular on the obligation to pay and on the amount of the Security Deposit, as provided for in Arts. 3.2, letter c), and 6.1.

7. Processing of Users' personal data.

7.1 When registering on the Fleequid Marketplace, registered Users declare that they have read the Privacy Policy, which can be found at the following address: https://fleequid.com/en/privacy-policy, in compliance with the laws in force and with the requirements of Art. 13 of Regulation (EU) 2016/679 (GDPR). 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.

7.2 Where the User requests access to a Financing Solution pursuant to Art. 22, the personal data of the contacts indicated by the User may be communicated to the Financiers and to the other parties involved in the relevant application, within the limits, for the purposes and on the legal basis indicated in the Privacy Policy and in the information made available in the relevant application process. The details of the processing of personal data remain governed by the Privacy Policy and by any applicable Specific Terms and Conditions.

7.3 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 Sales Events, new initiatives, or new Services managed by the Marketplace, in accordance with the Privacy Policy.

8. Offer to Sell Vehicles at Auction and obligations of the Seller.

8.1 Registered Users have the right, but not the obligation, to propose the sale of Vehicles. Offers to Sell can be placed independently by the Seller on the Marketplace using the tools and channels made available by Fleequid, or outside the Marketplace using any of the tools and channels made available or otherwise accepted by Fleequid, or with the assistance of Fleequid itself. The Offer to Sell may be made by any means capable of unequivocally expressing the intention to sell and must allow the Vehicles to be identified, including by VIN or equivalent data, and the MCSP to be indicated. By the Offer to Sell the Seller assumes the obligations provided for in these General Terms and Conditions, binds itself to the financial parameters indicated and accepts that Fleequid shall structure, at its sole discretion, the specific transaction according to one of the Sales Models, in accordance with Arts. 3 and 8.6. The Offer to Sell is valid and effective and binds the Seller from the moment it is made or confirmed, even where the Listing has not yet been published or the technical dossier has not yet been prepared.

8.2 Following the Offer to Sell received, which is already valid and effective pursuant to these GTC, for the purposes of the Listing and the start of the Sales Event, Fleequid requires the Seller to provide a truthful description in good faith of the Vehicle's Technical Specifications. The Seller is required to provide all technical and administrative information relating to the Vehicle accurately and completely, together with real photographic images. The description of the Vehicle and the images or other content uploaded may not include any links external to the Marketplace, phone numbers or e-mail addresses. Fleequid reserves the right to anonymise images or documents that may allow the current or previous owners of the Vehicle to be identified. Users acknowledge and agree that Fleequid may, until the Binding Agreement is concluded and within the limits provided for in these General Terms and Conditions, reject an Offer to Sell, an attempted purchase, a Bid or an acceptance without any obligation to specify the reasons, and assign a Vehicle to a category or product group other than that indicated by the Seller. Where time limits or deadlines are set, the date and time recorded by Fleequid's computer systems shall be decisive. In order to facilitate the marketing of the Vehicles, Fleequid may offer the Seller, where available, the preparation of a technical dossier or of a TrustReport; the performance of such activities, even when requested by the Seller, is subject to Fleequid's approval and to any applicable Fees. When such Services are made available, the Seller undertakes to make available to the appointed Fleequid personnel the Vehicles and the related administrative and technical documentation, and to provide, through its own technicians, assistance during the inspection process. The Seller also authorises Fleequid to view, test and photograph the Vehicles and to carry out the inspections necessary for the purposes of marketing them. If requested and subject to approval, Fleequid may also manage Vehicle logistics, conduct administrative investigations or gather additional technical documentation, subject to availability and to any Fees provided for. The technical dossier prepared by Fleequid must be examined and confirmed by the Seller, who is required to report promptly any deficiencies or inaccuracies. It is the Seller's sole responsibility to verify that the technical dossier made available for consultation with the Listing corresponds to the actual Technical Specifications of the Vehicle. The publication of the technical dossier on the Marketplace, in the absence of prompt reporting by the Seller of any errors or inaccuracies, constitutes tacit approval of the dossier by the Seller, save in cases of wilful misconduct. The provisions of this paragraph relating to verification, approval and the Seller's liability apply, in so far as compatible, to the entire Listing, including where it is prepared by Fleequid on behalf of the Seller on the basis of the information provided by the latter or otherwise available to it. The preparation by Fleequid of the technical dossier, the TrustReport or other verification or inspection activities does not release the Seller from liability for the truthfulness, completeness and correctness of the information and documentation relating to the Vehicle, in accordance with Arts. 8.13 and 19.6.

8.3 In submitting the Offer to Sell and in connection with the subsequent marketing, the Seller represents and warrants to Fleequid and to the Bidders that the Vehicle is currently, and shall be at the date of transfer of ownership, fully owned by the Seller and free from any Encumbrances. Exceptionally, Fleequid may authorise the marketing of Vehicles subject to Encumbrances, provided that the Seller declares their existence in the Offer to Sell itself and notifies Fleequid promptly and in writing of their nature, their extent, the procedures necessary for their removal and the related costs. Unless otherwise agreed in writing or otherwise provided in the Special Sale Terms and Conditions, the removal of Encumbrances shall be at the Seller's sole cost and expense and must be completed within 3 (three) days of Fleequid's request and, in any event, before the transfer of ownership of the Vehicle. Failure to remove the Encumbrances within the aforesaid time limit entitles Fleequid to terminate the Contract concerned pursuant to Art. 17.8 or, where Fleequid acts as a Pure Intermediary, Art. 17.14, and to charge the Seller a penalty of €2,000.00 (EUR two thousand/00) for each Vehicle affected by the Encumbrance, regardless of the number of Encumbrances affecting the same Vehicle, without prejudice to compensation for any further damage. Where the Offer to Sell concerns Vehicles intended exclusively for scrapping or otherwise qualifying as ELVs, the Seller shall immediately inform Fleequid thereof, provide all information and documentation necessary to verify their classification, origin and lawful possession and ensure compliance, in so far as this falls within its responsibility, with the applicable environmental obligations, so that Fleequid may restrict participation in the relevant Sales Event to only those Users holding the professional requirements prescribed by the applicable legislation and adopt the further measures provided for in these General Terms and Conditions, including with regard to the Sales Model and the method of performance that may be used. The rules governing the performance phase for Vehicles qualifying as ELVs are contained in Art. 16.13.

8.4 Where the Offer to Sell, or the information, data or content relating to the Listing, is incomplete, inaccurate or out of date, or otherwise requires supplementing or correcting, Fleequid has the right to request from the Seller at any time the necessary information and documents, including after acceptance of the Offer to Sell and after the preparation and publication of the Listing. The Seller undertakes to provide what is requested within 3 (three) days of the relative request.

8.5 The Seller is required to provide Fleequid promptly with, and to keep constantly up to date, its identification, tax and invoicing details, its bank details and any other information necessary for the performance of the transactions and the fulfilment of the obligations provided for in these General Terms and Conditions, including those relating to invoicing, to the payment of the sums due to the Seller and, where the Commission Sale is performed with Fleequid acting as a Pure Intermediary, to the communication of the Seller's details to the Buyer pursuant to Art. 11.4. The obligation provided for in this paragraph is general and continuing in nature and remains in force for the entire duration of the relationship and until completion of the transactions in progress. The Seller is liable for the delays, errors and consequences arising from missing, inaccurate, incomplete or out-of-date data, including the resulting delays and costs for Fleequid, for the Buyer or for the performance of the transaction.

8.6 Following acceptance of the Offer to Sell, Fleequid determines, as part of the organisation of the process of marketing the Vehicle and in accordance with Art. 3, the Sales Model, the type of Sales Event and the related operating procedures. Where it is appropriate to proceed with one or more subsequent Sales Events relating to the same Vehicle, it is for Fleequid to determine their scheduling, the time interval between them and, within the limits provided for in these General Terms and Conditions, also the possible adoption of a different Sales Model. In the Commission Sale the duration of each Auction, the value of any increments and the Starting Price are established in a reasonable manner by Fleequid; without prejudice to the provisions of these General Terms and Conditions and of any applicable Special Sale Terms and Conditions, Fleequid determines at its discretion the type of Sales Event to be used for the attempted sale. Where a Reserve Price is provided for, the Starting Price may be set by Fleequid at a lower, equal or higher amount than the Reserve Price, it being understood that, at the end of the Sales Event, the Binding Agreement is concluded only where the conditions provided for in Art. 10 are met. Where, on the basis of the type of Sales Event chosen, no Reserve Price is provided for, the outcome of the Event results in the conclusion of the Binding Agreement at the price resulting from the process. In Dealer Sales, Fleequid purchases the Vehicle from the Seller at the Purchase Price and on the conditions agreed with the latter pursuant to Art. 18.3 and independently determines the methods of the subsequent marketing and resale of the Vehicle, including by means of one or more Sales Events.

8.7 By submitting the Offer to Sell, the Seller expressly authorises Fleequid to prepare, publish and advertise, where the Seller has not done so independently, the Listing relating to the Vehicle, and to make the Technical Specifications and the further information relating to the Vehicle available to other Users at any time, both before and during the Sales Event, through the Marketplace or other communication channels, such as, by way of example, advertisements on other websites, newsletters, sections dedicated to upcoming Events and other promotional tools used by Fleequid. The Offer to Sell is considered accepted by Fleequid when the latter confirms its acceptance, including by electronic or analogue means, or in any event performs it by means of activities unequivocally directed at the marketing of the Vehicle, without the preparation or publication of the Listing being necessary for the purposes of the effectiveness or binding nature of the Offer to Sell. The preparation and publication of the Listing are merely acts in performance of the Offer to Sell and may be carried out by Fleequid without the need for further approval. The Seller consents to any visits organised by Fleequid at the place where the Vehicles are kept and undertakes to make available, where necessary, the drivers, technicians and assistance reasonably required to enable Users interested in purchasing to view and test them.

8.8 At the moment the Offer to Sell is considered accepted by Fleequid pursuant to Art. 8.7, a marketing relationship in respect of the Vehicle is entered into between the Seller and Fleequid. Under that relationship the Seller irrevocably undertakes, on the terms and for the period provided for in this paragraph, to allow the marketing and sale of the Vehicle through Fleequid; Fleequid is authorised to organise one or more Sales Events, including successive ones, and to identify for each transaction the applicable Sales Model in accordance with Arts. 3 and 8.6. Acceptance of the Offer to Sell does not, in itself, entail the conclusion of a commission contract relating to a specific Sales Event, nor of a sales contract between the Seller and Fleequid, and does not give rise to any obligation on Fleequid to purchase the Vehicle. The relationships and obligations of purchase and transfer relating to the individual transaction arise in accordance with the Sales Model applicable from time to time and on the conditions provided for in these General Terms and Conditions. The conclusion of the Binding Agreement does not, in itself, entail the immediate transfer of ownership of the Vehicle or an obligation on Fleequid to proceed immediately with its purchase from the Seller. In the Commission Sale the Seller remains bound to the sale for the entire duration of the Optioned Status, but the purchase of the Vehicle by Fleequid for the purposes of the Resale and the subsequent transfer to the Buyer take place exclusively following full performance of the Buyer's payment obligation pursuant to Art. 12.2 and the commencement of the performance phase of the transaction; where Fleequid decides, pursuant to Art. 2.6, to perform the transaction as a Pure Intermediary, the transfer of ownership takes place, on the same conditions, directly from the Seller to the Buyer. In the event of non-payment by the Buyer and consequent Cancellation of the Sale, Fleequid is not required to purchase the Vehicle from the Seller. In Dealer Sales in which the purchase of the Vehicle by Fleequid is linked to its subsequent sale to a specific Buyer, the purchase contract between the Seller and Fleequid is concluded in accordance with Art. 18.2, but its effects and the obligation to perform it remain subject to the condition precedent of full performance of the Buyer's payment obligation pursuant to Art. 12.2; such condition is provided for in the exclusive interest of Fleequid, which may waive it and proceed with the purchase of the Vehicle in any event. The aforesaid condition does not apply where Fleequid purchases the Vehicle irrespective of the prior identification of a specific Buyer pursuant to Art. 18.2. Where the conditions provided for the performance of the specific transaction are met, the Seller is required to transfer the Vehicle to Fleequid or, where Fleequid acts as a Pure Intermediary, directly to the Buyer. In any event, the accuracy and completeness of the Technical Specifications and of the information contained in the Offer to Sell and in the Listing, and the correctness of the documents provided by the Seller or otherwise associated with the Vehicle, remain essential, including where the technical dossier or the Listing has been prepared by Fleequid or by persons appointed by it. The Seller acknowledges and accepts that any invoicing request made by Fleequid is of an administrative nature and does not, in itself, constitute confirmation that the conditions provided for in these General Terms and Conditions for the performance of the sale have been fulfilled. The Seller further acknowledges Fleequid's right to proceed with the Cancellation of the Sale or to terminate the Contract in the cases provided for in these General Terms and Conditions, including as a consequence of delay or non-payment by the Buyer, waiving any claim against Fleequid in relation to the effects deriving from the legitimate exercise of such rights. The marketing and sale commitment undertaken by the Seller is of indefinite duration, with a minimum period of 60 (sixty) days starting from the date on which the Offer to Sell is considered accepted pursuant to Art. 8.7; during such period the Seller may not revoke the mandate granted to Fleequid. Upon expiry of the minimum period, the Seller may withdraw by giving Fleequid at least 15 (fifteen) days' prior written notice. The withdrawal becomes effective: (i) upon expiry of the notice period, if the Vehicle is not the subject of a Sales Event in progress; (ii) upon conclusion of the Sales Event, if at the end of the notice period the Vehicle is still included in it and no Binding Agreement has been concluded. Where a Binding Agreement is concluded, the Seller's commitment continues for the entire duration of the Optioned Status and, in any event, for the time necessary to perform the obligations arising from the transaction, without prejudice, once the transaction has been performed, to the obligations necessary for its completion. In the event of Cancellation of the Sale, Fleequid also retains, for the 30 (thirty) days following notification of the Cancellation of the Sale, the right to market the Vehicle again, without prejudice to Arts. 3, 8.6 and 10.5.

8.9 After acceptance of the Offer to Sell, the Seller acknowledges and accepts that Fleequid has exclusivity in the promotion and marketing of the Vehicle for the entire duration of the commitment undertaken pursuant to Art. 8.8. During such period the Seller may not offer, promote or sell the Vehicle through channels other than those managed or used by Fleequid, save with the latter's prior written authorisation. The exclusivity continues, in particular, during the Sales Events and, once the Binding Agreement has been concluded, for as long as the Vehicle remains in Optioned Status, including any period of delay in payment, without being interrupted by the expiry of the Payment Period. It ceases when the Vehicle has been definitively transferred in the context of the transaction, when the marketing commitment pursuant to Art. 8.8 has ended, or when Fleequid notifies the Seller in writing that it no longer has any interest in marketing the Vehicle. The Seller undertakes not to interfere with the marketing process and to refer to Fleequid any requests for information or purchase requests received from persons interested in the Vehicle during the exclusivity period, promptly informing Fleequid of any purchase requests received directly. In the event of breach of the obligations provided for in this paragraph, Fleequid is entitled to charge the Seller a penalty equal to three times the Commissions that would have been due from the Seller had the Vehicle been sold under the Commission Sale, taking as reference the Reserve Price determined on the basis of the MCSP indicated in the first Offer to Sell relating to the Vehicle and the applicable Fleequid Fee Schedule in force at the start of the marketing of the Vehicle through Fleequid, subsequent amendments to which do not affect the quantification of the penalty, without prejudice to compensation for any further damage. The same criterion for determining the penalty also applies where the specific transaction is structured as Dealer Sales, in which case the reference to the Commissions is relevant exclusively as an agreed parameter for quantifying the penalty and does not entail the application to the Seller of the Commissions provided for the Commission Sale.

8.10 Where a Sales Event does not result in the conclusion of a Binding Agreement, Fleequid may propose to the Seller, in view of a subsequent sales attempt, the revision of the MCSP or of the other financial terms concerning the relationship with the Seller. Any reduction of the MCSP requires the Seller's express acceptance and takes effect exclusively for transactions subsequent to such acceptance. Where applicable, Fleequid shall accordingly redetermine the Reserve Price or the financial terms of the subsequent purchase of the Vehicle in Dealer Sales. Failing agreement, the previously agreed MCSP remains unchanged. In any event, for the purposes of the penalties referred to in Arts. 8.9, 17.8 and 17.14, the respective criteria for determination provided for in those provisions remain unaffected.

8.11 Once the marketing commitment undertaken pursuant to Art. 8.8 has ended, if the Vehicle has not been sold, the Seller may proceed with its sale independently through any other channel, without any minimum price constraint and to any party, without prejudice to any obligations to transfer the Vehicle that have already arisen or are still pending in relation to a specific transaction and, in particular, in the context of Dealer Sales. The Seller remains under the obligation not to use information, contacts or business opportunities acquired through the Marketplace or through Fleequid for the purpose of concluding, directly or indirectly, transactions intended to circumvent Fleequid's involvement. Such obligation continues for 24 (twenty-four) months from the first publication of the Listing relating to the Vehicle on the Marketplace or, where no publication of a Listing is envisaged, from the first marketing activity in respect of the Vehicle carried out by Fleequid. In the event of breach, Fleequid is entitled to charge the Seller the penalty determined in accordance with the criterion provided for in Art. 8.9. Where the Seller, when required to transfer the Vehicle under the applicable Sales Model and these General Terms and Conditions, refuses without justification to transfer ownership thereof: a) to Fleequid, in the context of the Commission Sale performed by means of Resale, the Seller shall pay the latter a penalty equal to 30% of the Sale Price to the Buyer; b) to Fleequid, in the context of Dealer Sales, the Seller shall pay the latter a penalty equal to 30% of the Purchase Price due from Fleequid to the Seller; c) directly to the Buyer, where Fleequid acts as a Pure Intermediary pursuant to Art. 2.6, the Seller shall pay Fleequid a penalty equal to 30% of the Sale Price to the Buyer. For the purposes of this paragraph, refusal is deemed to have occurred when it is evidenced by a statement by the Seller or by conduct on its part unequivocally incompatible with performance or, failing that, when the Seller fails to perform the specific obligation within 10 (ten) days of the written formal notice by which Fleequid has called upon it to perform. This is without prejudice to Fleequid's right to compensation for any further damage and, where the Sales Contract is concluded directly between the Seller and the Buyer, to any right and remedy available to the latter. In Dealer Sales the further damage recoverable by Fleequid also includes the amounts that it is required to pay to its own Buyer as a consequence of the Seller's breach, as well as the related refunds, penalties, costs and expenses. The further remedies provided for in these General Terms and Conditions also remain unaffected, including those referred to in Arts. 16.9 and 17.8 and, where Fleequid acts as a Pure Intermediary, in Art. 17.14, subject to the coordination of the related penalties in accordance with Art. 15.8. In particular, where the sale of the Vehicle to third parties or other equivalent conduct engaged in during Optioned Status simultaneously constitutes the breach of exclusivity referred to in Art. 8.9, the refusal to transfer ownership governed by this paragraph or the failure to make the Vehicle available or to deliver it referred to in Art. 16.9, the related penalties are not cumulative when they arise from the same underlying fact and protect the same interest: one penalty only applies, identified, in application of the criterion referred to in Art. 15.8, in the following order: (i) the penalty provided for in this paragraph, where the conduct constitutes refusal to transfer ownership according to the criteria indicated above; (ii) failing refusal, the penalties provided for in Art. 16.9, where the conduct results in the failure to make the Vehicle available or to deliver it, followed by the Cancellation of the Sale; (iii) in other cases, the penalty provided for in Art. 8.9 for breach of exclusivity; without prejudice to consequences that are not in the nature of a penalty and to those arising from materially distinct facts.

8.12 The Vehicle remains under the control and in the custody of the Seller until such time as, depending on the applicable Sales Model and the method of performance of the specific transaction, ownership of it must be transferred or it must be delivered to Fleequid or to the Buyer. For the entire duration of the marketing relationship and, once the Binding Agreement has been concluded, for as long as the Vehicle remains in Optioned Status and until delivery, the Seller undertakes to keep the Vehicle in its custody with due diligence, to keep it compliant with the description, with the documentation made available and with the Technical Specifications, not to use it and to refrain from any conduct capable of altering its condition, save in the case, governed by Art. 13, in which it is expressly agreed that the Vehicle shall temporarily remain in use by the Seller. The Seller shall refrain, in particular, from removing components or accessories, from replacing them with deteriorated or lower-quality parts and from any other conduct in bad faith capable of compromising the value, functionality, condition or marketability of the Vehicle. In the event of breach of the obligations provided for in this paragraph, the Seller shall pay Fleequid a penalty of €3,000.00 (EUR three thousand/00) for each Vehicle concerned, without prejudice to compensation for any further damage and to the further remedies provided for in these General Terms and Conditions. The provisions of Art. 8.14 on the preparation of the Vehicle for delivery and its fitness to be moved, with the related penalty, and those of Art. 16.8 on the ascertainment of unfitness at the time of collection remain unaffected. The obligations and the penalty provided for in this paragraph continue to apply even after the transfer of ownership of the Vehicle to Fleequid, including a purchase for stock in Dealer Sales, for as long as the Vehicle physically remains with the Seller or otherwise at its disposal; in respect of the same underlying fact and for the protection of the same interest, the penalty provided for in this paragraph prevails over the residual penalty provided for in Art. 17.8, including where applicable pursuant to Art. 18.5.

8.13 The Seller agrees to indemnify and hold harmless Fleequid, its subsidiaries, associated or affiliated companies, and their respective directors, shareholders, employees, collaborators, agents and representatives, against any claim, demand, suit, action, controversy, damages, costs, expenses or charges of any kind arising from: a) falsity, omissions, inaccuracies or breaches relating to the representations, warranties and undertakings given by the Seller under these General Terms and Conditions, including, by way of example and not limited to, omissions or inaccuracies in the Technical Specifications or in the information relating to the condition, characteristics and operation of the Vehicle, such as the presence of undeclared rust, malfunctioning of the air conditioning system, missing parts or accessories, fault or warning lights being on and similar cases; b) the presence of hazardous materials associated with the Vehicle or contamination resulting from leaks, spills, failures or malfunctions; c) failure to produce, or incomplete or late production of, the documentation, including original documents, necessary for the transfer, registration, delivery or circulation of the Vehicle; d) Encumbrances on the Vehicle other than those expressly declared by the Seller and accepted in the context of the specific transaction; e) sums paid or costs incurred by Fleequid in relation to charges, liens, rights, restrictions or claims, registered or unregistered, asserted by creditors, authorities or other persons over or in relation to the Vehicle, in order to allow its free legal circulation or its transfer; f) failure to comply with the applicable legislation, including environmental legislation, and including any liability connected with the classification, possession, management, transport, recovery or disposal of Vehicles intended for scrapping or qualifying as ELVs, as well as with the failure to notify, or the incomplete or late notification to, Fleequid of the relevant destination or classification; g) improper or non-compliant use of the Marketplace by the Seller; h) taxes, duties, costs, expenses or other charges arising from the Seller's failure to comply with laws, regulations or obligations applicable to it in relation to the Vehicle or the transaction; i) any other negligent, wilful or otherwise unlawful conduct of the Seller in relation to these General Terms and Conditions, the Contracts or the specific transaction. The examples given in letter a) are purely illustrative and in no way limit the general scope of the indemnity. In Dealer Sales, this indemnity expressly extends to claims brought by the Buyer against Fleequid in its capacity as substantial seller and to all sums, refunds, costs, repair expenses, charges and damages that Fleequid is required to pay or bear vis-à-vis its own Buyer for acts, faults, defects, omissions or breaches attributable to the Seller; in such cases Fleequid has a right of recourse against the Seller and is entitled to full reimbursement of the amounts paid or borne. The Seller remains responsible for the correctness, completeness and truthfulness of the Offer to Sell, the Technical Specifications, any technical dossier, the Listing and the documentation relating to the Vehicle, including where such content has been prepared or completed with the assistance of Fleequid and including where the Vehicle has been the subject of a TrustReport or of inspections carried out by Fleequid or by persons appointed by it. The Seller is required to check the information made available and to report promptly to Fleequid any inaccuracy, as well as to disclose, before the transfer of the Vehicle, any fault, defect, accident, modification, failure or anomaly of which it is aware. Save in the case of wilful misconduct or gross negligence on the part of Fleequid, the latter is not liable for the consequences arising from inaccuracies, incompleteness or discrepancies in the information relating to the Vehicle attributable to the Seller, nor for delays in updating the Offer to Sell, the Listing, the technical dossier or the other information made available to Users where such delays are due to circumstances not attributable to Fleequid. Furthermore, Fleequid does not guarantee the revenues that may be achieved through the marketing or sale of the Vehicle.

8.14 The Seller is required to prepare the Vehicle in a reasonable condition for delivery and collection and, save for Vehicles expressly indicated in the Offer to Sell or in the Listing as non-running, intended for scrapping or otherwise subject to special conditions incompatible with ordinary movement, to ensure that the Vehicle is fit to be moved and transferred and has the elements indispensable for that purpose, including, in so far as applicable, minimum fluid levels, working starting systems and tyres in a condition fit for movement. Where the Vehicle is not fit to be moved or transferred owing to defects or deficiencies attributable to the Seller — such as, by way of example, lack of essential fluids, a flat battery, failures of the fuel or braking systems or unsuitable tyres — and the Vehicle has not been expressly classified as non-running, intended for scrapping or subject to similar special conditions, the Seller shall pay Fleequid a penalty of €500.00 (EUR five hundred/00) for each Vehicle, in addition to full reimbursement of any additional cost or expense necessary to make collection and transport possible, without prejudice to compensation for any further damage. The ascertainment of unfitness at the time of collection is governed by Art. 16.8. The consequences provided for in this paragraph apply to facts and breaches distinct from those provided for in Art. 8.12 and do not exclude the further remedies provided for in these General Terms and Conditions.

9. Sales Events and Listing.

9.1 The Offers to Sell accepted by Fleequid may be published on the Marketplace by means of a specific Listing and made available for consultation to registered Users, or be used for the organisation of Sales Events in accordance with the further methods provided for in this article. For all Sales Event methods, including those with the Buy Now option and those that do not provide for the publication of a Listing accessible to Users generally, the marketing and sale commitment undertaken by the Seller remains governed solely by Art. 8.8.

9.2 The page of the Marketplace dedicated to the Sales Event shall make known to Users, where applicable, the start and end dates of the Event, the Starting Price, the minimum bid increment allowed, the manner in which the Event is conducted, any characteristics that may qualify it for the purposes of the application of specific Special Sale Terms and Conditions, the applicable Commissions and Fees, any Security Deposit required and its amount, as well as the further elements provided for in Art. 3.2. Where the specific transaction does not provide for the publication of a Listing or for the Event to be conducted via the Marketplace, such information is made known to the Bidder through the channel used by Fleequid for the relevant transaction. Users are required to check, before placing a Bid, the conditions applicable to the specific transaction, including any Special Sale Terms and Conditions made available for consultation or referred to in accordance with Art. 4.5, which may provide for methods, conditions, Commissions, Fees, expenses or other charges different from those ordinarily provided for in these General Terms and Conditions.

9.3 Users acknowledge and agree that the information relating to a Sales Event made available in the Listing, on the Marketplace or through the other channels used by Fleequid is indicative until the actual start of the Event and may, until that time, be amended or updated by Fleequid in accordance with Art. 4.8. Such information does not constitute a binding offer to enter into a Sales Contract, but represents an invitation to make Bids (invitatio ad offerendum). Fleequid reserves the right to suspend or cancel the Sales Event if it believes that the Marketplace or the other channels used are being used improperly, or that the conduct of one or more Users may improperly alter or influence the conduct or outcome of the Event. The indicative nature provided for in this paragraph does not apply to the elements indicated in Art. 3.2, letters a), b) and c), which bind Fleequid pursuant to Art. 3.3.

9.4 Fleequid is entitled to conduct the Sales Events according to the following methods, which may be used, unless otherwise provided in these General Terms and Conditions or in the Special Sale Terms and Conditions, both in the context of the Commission Sale and in the context of Dealer Sales:

a. Bidding Auctions. Bidders may place Bids and subsequent raised bids in accordance with the conditions established for the Event. Fleequid may make available automatic increment systems up to a maximum amount pre-determined by the Bidder and may provide for the extension of the duration of the Auction where Bids are placed close to its end.

b. Buy Now. Fleequid may allow Users, as a stand-alone method or in association with a Bidding Auction, to place a Bid at the immediate purchase price indicated for the Vehicle, without recourse to the incremental bidding system. Where the Buy Now method is associated with an Auction, the placing of the Bid at the price provided for brings to an end the possibility of placing further Bids in the same Auction.

c. Private Sales. Fleequid may organise Sales Events intended exclusively for one or more Users identified by it and not visible to Marketplace Users generally. Such Events may be made accessible through the personal area of the designated Users, by means of a direct link or through other channels used by Fleequid. The related methods and conditions are made known to the Users concerned before the Bid is placed. In the Commission Sale, where a Reserve Price is provided for and unless otherwise provided in relation to the specific transaction, the Starting Price of the Private Sale corresponds to the Reserve Price.

d. 1 Euro Auctions. In addition to the other methods provided for in this article, Fleequid may organise particular categories of Auction, including “1 Euro Auctions”, governed by the relevant Special Sale Terms and Conditions, which apply in accordance with Art. 4.5. Such Auctions may provide for the absence of a Reserve Price and for specific methods of determining the price and the other applicable financial elements, including, where provided for by the applicable Sales Model, the Commissions and the Fees. In any event, the Seller remains entitled to obtain the financial result due to it under the applicable Sales Model and the conditions agreed with Fleequid, including, in the Commission Sale, any economic integration mechanism provided for in the relevant Special Sale Terms and Conditions.

e. Negotiation. Fleequid may conduct, via the Marketplace or through the other channels made available or otherwise accepted by Fleequid, a negotiation relating to the sale of the Vehicle, in the course of which Bids and counter-offers may be made. In the Negotiation the mere exchange of offers and counter-offers does not conclude the Binding Agreement. The Binding Agreement is concluded when the Seller accepts the Bidder's Bid or when the Bidder accepts the Seller's counter-offer; in Dealer Sales acceptance is a matter for Fleequid as seller of the Vehicle. The negotiation ends upon expiry of any time limit set by Fleequid and in the other cases provided for in these General Terms and Conditions; no obligation arises between the Parties from the ending of the negotiation.

f. Off-Auction Sale. Fleequid may manage the sale of the Vehicle outside the Auction process, including on the occasion of events, trade fairs, commercial initiatives or negotiations conducted through channels other than the Marketplace. The mechanism of conclusion provided for in letter e) above applies to the Off-Auction Sale, in so far as compatible with the actual organisation of the transaction.

The conclusion of the Binding Agreement in the various Sales Event methods is governed by Art. 10.2. The rules on the Optioned Status, the Proforma and the Payment Period referred to in Art. 11 and those on payment, delay and Cancellation of the Sale referred to in Arts. 12 and 14 are common to all methods.

9.5 Unless otherwise provided in these GTC or in the Special Sale Terms and Conditions, the Auctions organised by Fleequid have a Reserve Price. A Reserve Price may also be provided for in the other types of Sales Event, where compatible with the manner in which they are conducted. In the Commission Sale the Reserve Price is determined by Fleequid on the basis of the MCSP and the Commissions payable by the Seller, so as to ensure the Seller, when it is reached, net proceeds at least equal to the MCSP, save where the Seller expressly accepts otherwise. In Dealer Sales any Reserve Price relates exclusively to the subsequent sale of the Vehicle by Fleequid to the Buyer and is determined independently by Fleequid in the context of its own resale activity; it does not determine the consideration due to the Seller, which consists of the Purchase Price agreed pursuant to Art. 18.3, and does not alter the other financial terms agreed between Fleequid and the Seller. Placing the highest Bid does not, in itself, give the Bidder the right to purchase the Vehicle until the Binding Agreement is concluded pursuant to Art. 10.

9.6 Unless expressly indicated otherwise, all amounts listed on the Marketplace, in the Listing or otherwise in the communications relating to the specific transaction are expressed in EUR and are net of VAT, if applicable, as well as of any further tax, administrative or statutory charges payable by the User under the applicable legislation or the conditions of the specific transaction.

9.7 Where the immediate purchase price or the published Starting Price results from a manifest clerical error and does not correspond to the price or the Reserve Price correctly applicable to the specific transaction, Fleequid may correct the error before the Bid is placed; where the Binding Agreement has already been concluded on the basis of the incorrect figure, Fleequid may proceed with the Cancellation of the Sale in accordance with the general rules set out in Art. 14. This provision applies exclusively to manifest clerical error and does not confer on Fleequid any discretionary power to change the price after the Bid has been placed.

10. Bids, negotiation and Binding Agreement.

10.1 Users interested in purchasing participate in the Sales Events by submitting binding Bids on the Vehicles, via the Marketplace or through the other channels made available or otherwise accepted by Fleequid for the specific transaction. Unless otherwise provided in the Special Sale Terms and Conditions, Bids must be expressed in EUR and in whole numbers, without decimals. Once submitted, Bids are irrevocable and may not be changed or withdrawn by the Bidder, unless Fleequid, contacted promptly and before the Binding Agreement has been concluded, expressly authorises their change or withdrawal. The provisions of Art. 3 remain unaffected as regards the prior identification and disclosure of the Sales Model applicable to the specific transaction and, in the Commission Sale, of the alternative between Resale and operation as a Pure Intermediary.

10.2 The Binding Agreement is concluded: a) in Auctions with a Reserve Price, at the close of the Sales Event, when the Highest Bid is equal to or higher than the Reserve Price; b) in Auctions without a Reserve Price, at the close of the Sales Event, in favour of the Bidder who has submitted the Highest Bid, in accordance with the conditions applicable to the specific type of Auction; c) where the Highest Bid is lower than the Reserve Price, upon acceptance of the Bid or of the subsequent counter-offer in accordance with Art. 10.3; d) in the Buy Now method, upon submission of the Bid corresponding to the price and conditions indicated for that method; e) in the Private Sale, at the moment determined by the conditions laid down for the specific Sales Event, by means of the submission or acceptance of a Bid conforming to the price and conditions made known to the Bidder; f) in the Negotiation and in the Off-Auction Sale, upon acceptance of the Bid or of the counter-offer in accordance with Art. 9.4, letters e) and f). The conclusion of the Binding Agreement entails the assumption of the contractual obligations specific to the applicable Sales Model and does not constitute a Final Award, which, in Auctions only, occurs when the conditions provided for in Art. 12.2 are met. The Sales Contracts governed by these General Terms and Conditions 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.

10.3 Where, at the end of an Auction with a Reserve Price, the Highest Bid is lower than the Reserve Price, no Binding Agreement is concluded immediately and the following provisions shall apply:

a) in the Commission Sale, Fleequid notifies the Seller of the Highest Bid, who may accept it within 3 (three) days from receipt of the relevant notification. Fleequid may, for justified technical or organisational reasons, grant the Seller a further period, in any event not exceeding 10 (ten) days in total from the notification. Within the same period, as an alternative to accepting the Highest Bid, the Seller may submit a counter-offer to the Bidder, indicating the different price at which it is willing to sell the Vehicle. Acceptance of the Highest Bid by the Seller concludes the Binding Agreement and such amount constitutes the Sale Price to the Buyer. Where the Seller submits a counter-offer, the Bidder may accept it within 3 (three) days from its receipt; upon acceptance the Binding Agreement is concluded and the price indicated in the counter-offer constitutes the Sale Price to the Buyer, the previous Highest Bid ceasing to be of any relevance. In such cases the Seller acknowledges and accepts that its net proceeds may be lower than the MCSP originally indicated;

b) in Dealer Sales, Fleequid, as seller of the Vehicle vis-à-vis the Bidder, may, within 3 (three) days from the close of the Auction, accept the Highest Bid lower than the Reserve Price or submit to the Bidder a counter-offer at a different price. Acceptance of the Highest Bid by Fleequid concludes the Binding Agreement and such amount constitutes the Sale Price to the Buyer. Where Fleequid submits a counter-offer, the Bidder may accept it within 3 (three) days from its receipt; upon acceptance the Binding Agreement is concluded and the price indicated in the counter-offer constitutes the Sale Price to the Buyer. Any acceptance by Fleequid of a resale price lower than the Reserve Price does not alter the Purchase Price or the other financial terms agreed between Fleequid and the Seller.

Once the applicable time limit has expired without acceptance of the Highest Bid or of the counter-offer, no Binding Agreement is concluded in relation to such proposals.

10.4 Fleequid is entitled to verify that the Bidder possesses the personal, technical or professional requirements that may be required for participation in the specific Sales Event or for the purchase of the Vehicle, in particular where the Event is reserved to certain categories of Users or concerns Vehicles subject to specific legal requirements. In cases where such verification is necessary and has not already been completed, the conclusion of the Binding Agreement in the manner provided for in the preceding paragraphs remains conditional upon its positive outcome; until that moment the Bid remains binding on the Bidder. In the event of a negative outcome the Binding Agreement is not concluded and Fleequid notifies the Users concerned accordingly. Fleequid's right to carry out the verification also after the conclusion of the Binding Agreement, in accordance with Art. 16.14, remains unaffected.

10.5 Bids other than the one that led to the conclusion of the Binding Agreement remain binding and irrevocable for the Bidders for 15 (fifteen) days from the conclusion of the first Binding Agreement. Such Bids also remain effective during the Payment Period granted to the first Buyer and during any subsequent period of delay, it being understood that they cease in any event to be effective upon expiry of the aforesaid period of 15 (fifteen) days. Where, before the expiry of the aforesaid period, the sale concluded with the first Buyer is cancelled or the relevant Binding Agreement ceases to exist in the cases provided for in these General Terms and Conditions, including on account of non-payment by the Buyer, Fleequid is entitled to proceed with the sale of the Vehicle to one of the other Bidders whose Bid is still valid, even if lower than the Highest Bid of the first Bidder.

a) In the Commission Sale, where a Reserve Price is provided for, Fleequid may proceed directly on the basis of a Bid equal to or higher than the Reserve Price; where the Bid selected is lower than the Reserve Price, the acceptance procedures provided for in Art. 10.3 shall apply. Where no Reserve Price is provided for, Fleequid may proceed on the basis of one of the Bids still valid in accordance with the conditions applicable to the specific Sales Event, subject to any consents required by the applicable contractual sources. Once the first transaction has been cancelled, the Seller retains no financial entitlement relating to the cancelled sale and is entitled exclusively to what is due in relation to the new transaction actually performed.

b) In Dealer Sales the decision to accept one of the further Bids still valid rests with Fleequid as seller of the Vehicle. Fleequid may therefore accept one of the aforesaid Bids even where it is lower than the previous Highest Bid or than any Reserve Price, in accordance with Art. 10.3, letter b). Any lower price obtained in the subsequent resale does not automatically alter the Purchase Price agreed between the Seller and Fleequid.

In the cases provided for in letters a) and b) above, the new Binding Agreement is concluded upon Fleequid's notification to the Bidder concerned of the acceptance of the relevant Bid, subject to any consent of the Seller where required in the Commission Sale, or on the basis of Fleequid's own decision in Dealer Sales, without prejudice to the provisions of Art. 10.4 on the verification of requirements. Once the period of 15 (fifteen) days has expired, the Bids that have not given rise to a Binding Agreement definitively cease to be effective and may not subsequently be reinstated as a result of the Cancellation of the Sale or for any other reason.

10.6 Upon conclusion of the Binding Agreement, the Bidder acquires the status of Buyer and becomes subject to the binding obligation to pay the Total Amount Due in full in accordance with Arts. 11 and 12. The Binding Agreement produces the contractual effects specific to the applicable Sales Model and to the chosen method of performance, without prejudice to the provisions of Art. 8.8 with regard to the obligations to purchase and to transfer the Vehicle. Payment of the Total Amount Due is not a condition for the conclusion of the Binding Agreement or for the Buyer's payment obligation to arise, but is a prerequisite for the subsequent performance of the transaction in accordance with Art. 12 and, in the case of Auctions, for the Final Award. Upon conclusion of the Binding Agreement the Vehicle acquires Optioned Status pursuant to Art. 11.

10.7 Failure to pay the Total Amount Due within the time limits provided for constitutes a breach by the Buyer and produces the effects provided for in Art. 12 on delay, non-payment and Cancellation of the Sale. Non-payment does not affect the conclusion of the Binding Agreement or the Buyer's obligation to pay the sums due, without prejudice to the subsequent exercise by Fleequid of the rights and remedies provided for in these General Terms and Conditions. In the case of Auctions, the fact that the Final Award does not occur does not affect the conclusion of the Binding Agreement that has already taken place.

11. Optioned Status, Proforma and Payment Period.

11.1 Upon conclusion of the Binding Agreement the Vehicle immediately acquires Optioned Status. The Optioned Status follows from the conclusion of the Binding Agreement and not from the Proforma being made available. The Optioned Status constitutes exclusively a phase of the sales process managed by Fleequid, subsequent to the conclusion of the Binding Agreement and prior to full performance of the payment obligation and the commencement of the performance phase of the transaction. It does not grant the Buyer any right to choose subsequently whether to purchase the Vehicle, does not constitute an irrevocable offer and does not amount to an option contract pursuant to Art. 1331 of the Italian Civil Code: during Optioned Status the Binding Agreement has already been concluded and the Buyer is already obliged to pay the Total Amount Due.

11.2 For as long as it remains in Optioned Status, the Vehicle remains visible on the Marketplace but may not be the subject of new Bids or be made available for purchase by other Users, without prejudice to the provisions of Art. 10.5 as regards the continuing effectiveness of the Bids already submitted before the conclusion of the Binding Agreement.

11.3 For as long as the Vehicle remains in Optioned Status: a) the Buyer is obliged to pay the Total Amount Due within the Payment Period; b) where the Vehicle is still at the disposal or under the control of the Seller, the latter is obliged to keep it available for the transaction and, in particular, may not sell or promise it to third parties, withdraw it from the sales process, unilaterally alter its financial terms or otherwise make it unavailable; c) the Seller remains bound by the obligations of custody, preservation, conformity and non-alteration of the Vehicle provided for in Art. 8.12, save as provided in Art. 13; d) the exclusivity provided for in Art. 8.9 remains in force for the entire period during which the Seller is bound by the sale.

11.4 Once the Binding Agreement has been concluded, Fleequid makes the Proforma available to the Buyer without delay. The Proforma indicates at least the Buyer as addressee, with the details resulting from registration, the identification of the Vehicle and of the transaction, the Total Amount Due, the expiry of the Payment Period, the bank details of the person or persons to whom payment must be made, the Fleequid entity involved in the transaction and the applicable VAT regime. In the Commission Sale the Proforma also crystallises the chosen method of performance pursuant to Art. 17.1, identifying the person who takes on the capacity of seller and of contractual counterparty of the Buyer, the recipient of the price, the invoicing structure and the resulting warranty regime applicable pursuant to Art. 19.7. Where Fleequid acts as a Pure Intermediary, the Proforma sets out separately the identity and details of the Seller, the amount of the price due directly to the latter and the relevant bank details and payment methods, as well as the Commissions, the Fees and any further amounts due to Fleequid, with the respective payment details, so as to enable the Buyer to perform in full from the first day of the Payment Period. In the same case, on the basis of the details that the Seller is required to provide and keep up to date pursuant to Art. 8.5, at the same time as the Proforma is made available and in any event no later than that moment, Fleequid notifies the Buyer of the Seller's details and the Seller of the Buyer's details necessary for invoicing; the relevant invoicing is governed by Art. 17.11. The Proforma does not constitute a contractual source, does not document the assumption of new obligations and may neither alter the conditions applicable to the specific transaction nor remedy the failure to make them known in advance, in accordance with Art. 4.7. The Proforma is made available in the manner provided for in Art. 24.

11.5 Save as provided in the following paragraphs, the Payment Period is 3 (three) days from the Proforma being made available to the Buyer pursuant to Art. 11.4. The Payment Period runs exclusively from that moment and provided that the Proforma contains the elements necessary to enable the Buyer to make the payment. Where Fleequid acts as a Pure Intermediary, the same Period applies both to payment of the price due to the Seller and to payment of the Commissions, the Fees and any further amounts due to Fleequid.

11.6 The Buyer is not entitled to any deferral or extension of the Payment Period. Fleequid may, however, provide for a different Payment Period or grant an extension thereof in the cases expressly provided for in these General Terms and Conditions, in the Specific Terms and Conditions or in the Special Sale Terms and Conditions applicable to the specific transaction and, in particular, in the event of: a) recourse to a Financing Solution or to a finance lease agreement, in accordance with Art. 22; b) a Vehicle temporarily in use by the Seller, in accordance with Art. 13; c) regulatory or administrative constraints affecting the transaction or the counterparty; d) further special cases expressly provided for in the applicable conditions. Any provision for or grant of a different period concerns exclusively the specific transaction and does not entitle the Buyer to obtain similar deferrals or extensions in subsequent transactions.

11.7 The grant of an extension of the Payment Period is at Fleequid's discretion and does not confer any right on the Buyer. Fleequid may, in particular, grant an extension where technical or operational disruptions occur, including those relating to the Marketplace or to the systems used to manage the transaction, which have actually prevented or hindered timely performance, as well as in the other cases in which it considers it appropriate in relation to the specific transaction. The extension is effective only if granted expressly and in writing by Fleequid, through one of the official communication channels provided for in Art. 24, and must indicate the new payment period applicable to the specific transaction. Silence, mere tolerance, the failure to exercise immediately the remedies provided for in these General Terms and Conditions or any communications originating from persons or through channels other than the official ones do not constitute an extension of the Payment Period. Where the extension is granted on account of a disruption that has actually prevented or hindered timely performance, neither the penalties nor the interest provided for as a consequence of delay shall accrue for the period covered by the extension. In the other cases, unless Fleequid expressly provides otherwise in writing in the notice of extension, the grant of the extension entails neither a waiver nor a suspension of the interest, penalties or further sums provided for in these General Terms and Conditions as a consequence of delay, which continue to accrue in accordance with the applicable rules. The extension operates exclusively for the period and for the transaction to which it relates and does not entitle the Buyer to obtain similar extensions in subsequent transactions. The Seller expressly authorises Fleequid to grant the extensions of the Payment Period provided for in this paragraph also where Fleequid acts as a Pure Intermediary and the price of the Vehicle is due directly to the Seller. The grant of the extension, made within the limits and in the manner provided for in these General Terms and Conditions, does not constitute a breach by Fleequid vis-à-vis the Seller, does not extinguish or suspend the obligations incumbent on the latter during Optioned Status and does not entitle it to withdraw the Vehicle from the sale or to dispose of it in favour of third parties. The Seller may not bring against Fleequid any claims for damages or indemnity based solely on the deferral of the performance phase resulting from the extension, save in the event of wilful misconduct or gross negligence on the part of Fleequid and subject to the further mandatory limits laid down by law.

11.8 The Vehicle remains in Optioned Status until full performance of the payment obligation and the consequent commencement of the performance phase of the transaction or until the Cancellation of the Sale. In the case of Auctions, full performance also gives rise to the Final Award pursuant to Art. 12.2. The expiry of the Payment Period does not, in itself, cause the Optioned Status to cease, the Vehicle to return to the Seller's full disposal or the Vehicle to be automatically reopened to new Bids; during the period of delay the Vehicle therefore continues to remain in Optioned Status until full payment or the Cancellation of the Sale.

11.9 Communications relating to the status of the Vehicle, reminder notices, payment reminders and any other communication that may be sent by Fleequid in relation to the expiry of the Payment Period are merely informative or sent as a courtesy, unless a different function expressly results from these General Terms and Conditions or from the content of the specific communication. Their transmission is not a condition for the sums due to become payable, for the delay to start running or for the application of the interest, penalties and further remedies provided for in these General Terms and Conditions, nor does it entail a waiver by Fleequid of its right to rely on a ground for termination or for Cancellation of the Sale that has already arisen. Furthermore, the sending of payment reminders, requests for payment or other communications after the expiry of the Payment Period does not constitute a revocation or waiver of, or acquiescence in respect of, a termination of the Contract or a Cancellation of the Sale already notified by Fleequid, save for an express declaration to the contrary made in writing by Fleequid through one of its official channels. The failure to receive or to send such communications neither suspends nor defers the Payment Period and does not release the Buyer from the obligation to perform within the applicable time limit. It is understood that any extension of the Payment Period is effective only if granted in the form and under the conditions provided for in Art. 11.7.

12. Payment, Final Award in Auctions, delay and Cancellation of the Sale.

12.1 The Buyer shall pay the Total Amount Due in full within the Payment Period provided for in Art. 11, by bank transfer to the bank details indicated in the Proforma, unless a different payment method is expressly provided for the specific transaction. Where payment must be made to more than one person, as in the case in which Fleequid acts as a Pure Intermediary pursuant to Art. 2.6, the Buyer's obligation is deemed to have been performed in full only upon payment of all the amounts due to the respective recipients. Save as otherwise expressly agreed, the Buyer shall make the payment in full, without any set-off against any claims of its own against Fleequid or the Seller and without suspending or refusing payment on account of disputes, whether actual or alleged, relating to the specific transaction or to other contractual relationships. Partial payments are prohibited; in transactions involving more than one recipient, the failure to pay in full any one of the amounts indicated in the Proforma is also deemed to be a partial payment. Any additional costs, expenses or consideration relating to Services the amount of which cannot be determined in advance may be requested and invoiced even at a later stage and shall be paid within 3 (three) days from receipt of the relevant request, unless a different time limit is expressly indicated. The Buyer shall also provide Fleequid, promptly and in any event within 3 (three) days from the conclusion of the Binding Agreement, with all the information and documentation necessary for the invoicing, the registration of the Vehicle and the further formalities relating to the transaction.

12.2 Full performance of the Buyer's payment obligation, by means of actual receipt of all the sums included in the Total Amount Due by the respective recipients, gives rise to the commencement of the performance phase of the transaction depending on the applicable Sales Model and the chosen method of performance. In the case of Auctions, full performance also gives rise to the Final Award of the Vehicle. For the purposes of this paragraph, payment made by a third party on behalf of the Buyer is also relevant; in transactions supported by a Financing Solution, payment made by the Financier produces the same effects in accordance with Art. 22, without the mere involvement of the Financier entailing, in itself, the replacement of the Buyer, unless this is expressly provided for in the applicable Specific Terms and Conditions. Where Fleequid acts as a Pure Intermediary, the payment obligation is deemed to have been performed in full only when both the price due directly to the Seller and the Commissions, the Fees and any other amount due to Fleequid have been received; the Seller shall notify Fleequid that the price has been received in full within 1 (one) day from receipt thereof and Fleequid may in any event rely on other evidence objectively capable of proving that payment has been made. The Seller's silence is not equivalent to confirmation that the price has been received. Any delay in or omission of the notification by the Seller shall not prejudice the Buyer who demonstrates, by means of bank documentation or other objectively suitable evidence, that the Seller received the payment in full within the Payment Period.

12.3 Following full performance of the payment obligation pursuant to Art. 12.2 the Vehicle acquires the status of sold and the performance phase of the transaction is carried out depending on the applicable Sales Model and the chosen method of performance, including, where provided for, the formalities of invoicing, transfer of ownership, registration, delivery and collection of the Vehicle governed by Art. 16 and by the further applicable provisions. In the case of Auctions such effects follow from the Final Award. The invoicing and the formalities incumbent on the Seller, Fleequid and the Buyer do not affect, unless expressly provided otherwise, the moment at which payment is deemed to have been made or the occurrence of the effects provided for in this article.

12.4 In the Commission Sale the Commissions payable by the Seller accrue exclusively upon successful completion of the transaction, which occurs upon full performance of the Buyer's payment obligation pursuant to Art. 12.2 and the consequent commencement of the performance phase; in the case of Auctions that moment coincides with the Final Award. In the event of non-payment by the Buyer followed by the Cancellation of the Sale, the Commissions payable by the Seller do not accrue and nothing is due from the Seller in that respect, without prejudice to the Fees relating to the Services actually rendered and to any further amounts due from the Seller on a different basis pursuant to these General Terms and Conditions. The Commissions payable by the Buyer, on the other hand, are due as provided for the specific transaction and form part, where applicable, of the determination of the Total Amount Due; failure to pay them constitutes a breach by the Buyer in the same way as failure to pay the other sums due. In the event of delay, non-payment or Cancellation of the Sale for reasons attributable to the Buyer, the Commissions payable by the Buyer remain due from the latter, as do the interest, the penalties, the Fees for the Services rendered and the further amounts provided for in Arts. 12.6, 12.8 and 12.9, without prejudice to compensation for any further damage. In Dealer Sales the Commissions specific to the Commission Sale are not due and the financial result of Fleequid's purchase and sale activity does not constitute a parameter for determining the Commissions.

12.5 Where the Buyer makes the payment by means of multiple payments not previously authorised by Fleequid, but completes payment in full of the Total Amount Due within the Payment Period, it shall pay Fleequid, by way of penalty, the amount of €150.00 (EUR one hundred and fifty/00) for each Vehicle concerned, without prejudice to compensation for any further damage. The breach provided for in this paragraph is independent of and distinct from delay in payment; the relevant penalty is not taken into account in determining the penalty component relevant for the purposes of the minimum threshold referred to in Art. 12.9.

12.6 Once the Payment Period has expired without the Buyer having performed in full the obligation to pay the Total Amount Due: a) the Buyer is in delay and incurs, by way of penalty, the amount of €150.00 (EUR one hundred and fifty/00) for each day of delay, starting from the first day following the expiry of the Payment Period, without the need for formal notice of default and up to a maximum aggregate amount of €5,000.00 (EUR five thousand/00) for each Vehicle; b) default interest pursuant to Legislative Decree 231/2002 is also due; c) the Vehicle remains in Optioned Status and may not be the subject of new Bids, without prejudice to the provisions of Art. 10.5 with regard to the Bids already submitted and still effective; d) the Seller remains bound by the sale and by the obligations provided for in Arts. 8.9, 8.12 and 11.3 for as long as the Vehicle remains in Optioned Status; e) Fleequid retains the right to receive and accept late payment, without prejudice to the provisions on penalties, interest and further sums due for the delay; the receipt or acceptance of late payment does not, in itself, entail a waiver of the penalties, interest or other amounts already accrued, save for an express written waiver by Fleequid notified through one of the official channels; f) Fleequid may adopt the measures provided for in Art. 12.10.

12.7 A period of 7 (seven) days, running from the Proforma being made available pursuant to Art. 11.4, remains applicable, within which Fleequid retains the right to receive late payment under the conditions provided for in Art. 12.6. The aforesaid period includes the ordinary Payment Period of 3 (three) days referred to in Art. 11.5 and does not constitute a further period running from its expiry. Once such period has expired without the Buyer having performed in full, Fleequid may, at its discretion and without the need for any further formal demand or notice of default: a) nevertheless accept late payment, the Commissions payable by the Buyer, the penalties, the interest, the Fees and the further amounts accrued remaining due, save for an express written waiver by Fleequid; or b) proceed with the Cancellation of the Sale on account of the Buyer's breach. The Parties expressly agree that the failure to pay the Total Amount Due in full within the period provided for in this paragraph constitutes a breach which is not of minor importance and entitles Fleequid to declare the Contract terminated pursuant to Art. 1456 of the Italian Civil Code, by means of a written notice in which it declares that it intends to rely on this express termination clause; the Cancellation of the Sale ordered pursuant to letter b) constitutes the exercise of that right and produces its effects, in accordance with Art. 14.1. The Cancellation of the Sale is ordered by means of a unilateral declaration by Fleequid notified in writing to the Buyer and to the Seller through the channels provided for in Art. 24 and takes effect from the moment of notification. Until that moment the Contract is not automatically dissolved, the Vehicle remains in Optioned Status and the Seller remains bound as provided for in these General Terms and Conditions. The mere expiry of the period of 7 (seven) days does not prevent Fleequid from subsequently accepting late payment, for as long as the Cancellation of the Sale has not been notified. Until full payment or, if earlier, until the Cancellation of the Sale takes effect, default interest and the further amounts due as a consequence of the delay continue to accrue; the daily penalty referred to in Art. 12.6, letter a), continues to accrue only until the maximum aggregate amount provided for therein is reached. The reaching of such maximum amount results exclusively in the cessation of the accrual of further amounts by way of daily penalty and does not affect the Commissions, the Fees, the default interest, the further amounts due or the consequences of the Cancellation of the Sale provided for in these General Terms and Conditions.

12.8 Following the Cancellation of the Sale on account of the Buyer's breach: a) the Optioned Status of the Vehicle ceases vis-à-vis the defaulting Buyer and Fleequid may proceed in accordance with Art. 10.5 vis-à-vis the other Bidders whose Bids are still valid and binding; b) where Fleequid does not avail itself of one of the Bids still effective pursuant to Art. 10.5, or where there are none, the Vehicle may be marketed again by Fleequid by means of a new Sales Event, including under a different Sales Model, in compliance with Arts. 3, 8.6 and 8.8 and with the financial terms applicable in the relationship with the Seller; c) the Seller ceases to be obliged to keep the Vehicle reserved for the defaulting Buyer, without prejudice to the marketing and sale commitment undertaken pursuant to Art. 8.8 and to the further obligations provided for in these General Terms and Conditions; d) the daily penalty provided for in Art. 12.6, letter a), ceases to accrue on the date on which the Cancellation takes effect, the amounts accrued up to that moment remaining definitively due, together with the default interest accrued; e) the amounts provided for in Art. 12.9 remain due from the Buyer; the Commissions payable by the Seller for the cancelled transaction, on the other hand, do not accrue, pursuant to Art. 12.4; f) any Security Deposit provided by the Buyer may be retained and applied to the sums due in accordance with Art. 6.3, with any excess being returned within the time limits provided for therein; g) the Cancellation produces the effects provided for in Art. 6 on User Classification, where the relevant conditions are met, and allows the adoption of the measures provided for in Art. 12.10; h) Fleequid's right to compensation for any further damage remains unaffected; i) the defaulting Buyer may not assert any right or claim over the Vehicle, over its subsequent sale to another Bidder or to a third party, over the price of the subsequent transaction or over any difference, positive or negative, compared with the price of the cancelled sale. The common restitutionary and financial effects are governed by Art. 15.

12.9 In the event of Cancellation of the Sale on account of delay or failure to make full payment attributable to the Buyer, the following remain definitively due to Fleequid: a) the Commissions payable by the Buyer, where provided for the specific transaction, as established in Art. 12.4; b) the daily penalty referred to in Art. 12.6, letter a), accrued up to the date on which the Cancellation of the Sale takes effect, as well as the default interest accrued; c) in the Commission Sale, both where Fleequid operates by means of Resale and where it acts as a Pure Intermediary, a further penalty in an amount equal to twice the Commissions payable by the Buyer, determined on the basis of the Commissions applicable to the specific transaction, so that the aggregate amount due in respect of Commissions and of this penalty is equal to three times the amount of the Commissions; d) a further penalty of €1,000.00 (EUR one thousand/00) for each Vehicle covered by the Binding Agreement subsequently cancelled; e) the Fees relating to the Services already rendered and any other amount accrued on a separate basis pursuant to these General Terms and Conditions. In Dealer Sales, since the Commissions provided for the Commission Sale are not due from the Buyer, the penalty referred to in letter c) does not apply; the amounts referred to in letters b), d) and e), on the other hand, remain due. Where the conditions provided for in Art. 13 are met, the conversion of the Advance Payment into a penalty pursuant to Art. 13.6 also remains unaffected. The sums provided for in this paragraph are due on separate bases and may be cumulated within the limits permitted by law. Any Security Deposit provided constitutes exclusively security for the Buyer's obligations and may be applied to the sums due in accordance with Art. 6.3, without constituting a further basis for any charge. Fleequid's right to compensation for any further damage remains unaffected, limited to the part exceeding what has already been satisfied by means of the penalties provided for in these General Terms and Conditions. Where the sum of the penalties referred to in letters b), limited to the daily penalty, c) and d) and, where applicable, of the penalty resulting from the conversion of the Advance Payment pursuant to Art. 13.6 is lower than 5% of the Sale Price to the Buyer of the Vehicle that is the subject of the cancelled sale, the penalty component due in total is supplemented exclusively up to that threshold, which operates as a financial floor and not as a further cumulative sanction. For the purposes of the comparison and of the supplement provided for in the preceding sentence: (i) the basis of calculation consists exclusively of the Sale Price to the Buyer of the Vehicle that is the subject of the cancelled sale, excluding the Total Amount Due, the Commissions, the Fees and any other ancillary amount; (ii) only the penalties specific to the Buyer's breach indicated above are relevant; (iii) the Commissions payable by the Buyer, the Fees, the default interest, the Security Deposit retained or applied, the reimbursements of costs and expenses and the compensation for further damage are not relevant. This provision applies to all Sales Models; in Dealer Sales the comparison is made solely with the penalties applicable therein, and the penalty referred to in letter c) may be neither introduced nor taken into account.

12.10 From the occurrence of the delay or non-payment, and for its entire duration, Fleequid may at its discretion restrict or suspend the operation of the Buyer's profile, including by preventing the submission of new Bids or access to certain Sales Events. Where Fleequid accepts late payment, it may restore the operation of the profile, where appropriate maintaining a different deposit regime or a different User Classification pursuant to Art. 6. In the event of Cancellation of the Sale on account of non-payment, Fleequid may maintain or tighten the restriction, up to and including the blocking of the Buyer's profile. The measures provided for in this paragraph, the User Classification and the consequent deposit regime referred to in Art. 6, as well as the Cancellation of the Sale, are separate mechanisms that may be applied cumulatively. The restriction or suspension of the operation of the profile does not dissolve the Binding Agreement, does not affect its effectiveness and does not release the Buyer from the obligations already undertaken, including the obligation to pay the Total Amount Due and the further amounts due pursuant to this article. The measures provided for in this paragraph are independent of the measures that may be adopted pursuant to Arts. 5.6 and 5.7 and are not subject to the conditions and time limits provided for therein.

12.11 The Seller acknowledges and accepts that, in the cases provided for in this article, Fleequid may proceed with the Cancellation of the Sale on account of delay or non-payment attributable to the Buyer, without this constituting a breach by Fleequid vis-à-vis the Seller. In such cases the Seller waives the right to bring against Fleequid any claims for damages, restitution or of any other nature based on the Cancellation of the Sale or on the failure to complete the relevant performance phase, without prejudice to the Seller's right solely to any sums already accrued on a different basis pursuant to these General Terms and Conditions. The provisions of Arts. 8.8 and 10.5 also remain unaffected as regards the continuation of the Seller's commitment, the use of the further Bids still effective and the subsequent marketing of the Vehicle.

13. Deferred Sale: Advance Payment and Vehicle temporarily in use by the Seller.

13.1 In transactions in which it is expressly agreed that, after the conclusion of the Binding Agreement, the Vehicle shall temporarily remain in use by the Seller, Fleequid may require the Buyer to pay in advance an amount equal to 30% of the Total Amount Due (the “Advance Payment”). The arrangement governed by this article is referred to, for descriptive and commercial purposes only, as a “Deferred Sale”. The Deferred Sale does not constitute a separate Sales Model and remains subject in its entirety to the Sales Model applicable to the specific transaction and, in the context of the Commission Sale, to the relevant method of performance. The Deferred Sale may be agreed exclusively in the Commission Sale performed by means of Resale and in Dealer Sales and does not apply where Fleequid acts as a Pure Intermediary; in Commission Sale transactions to which this article applies, Fleequid therefore performs the transaction by means of Resale. The fact that the Vehicle temporarily remains in use by the Seller, together with the Special Sale Terms and Conditions applicable to the transaction, must be made known to the Bidder before the Bid is placed, in accordance with Arts. 3.2 and 4.5. Where requested, the Advance Payment must be paid within the ordinary Payment Period referred to in Art. 11.5, running from the date on which the Proforma is made available, unless the Special Sale Terms and Conditions expressly provide for a different period pursuant to Art. 11.6, letter b). These rules apply exclusively to such arrangement and constitute a derogation from the ordinary rules on the Payment Period within the limits provided for in this article and in the applicable Special Sale Terms and Conditions.

13.2 The Advance Payment is made on account of the price and is applied to the Total Amount Due where the transaction is duly completed. The Advance Payment constitutes neither a confirmatory deposit nor a withdrawal deposit, and Arts. 1385 and 1386 of the Italian Civil Code do not apply.

13.3 The balance of the Total Amount Due, less the Advance Payment already paid, must be paid by the different due date established for the specific transaction and made known to the Buyer in the Special Sale Terms and Conditions. Until the balance has been paid in full, the Vehicle remains in Optioned Status and the Seller remains bound by the sale and by the obligations provided for in Arts. 8.8, 8.12 and 11.3, subject to the derogations referred to in Art. 13.4. Payment of the Advance Payment does not, in itself, result in the commencement of the performance phase of the sale or, in the case of Auctions, in the Final Award, which follow only from full performance of the payment obligation in accordance with Art. 12.2.

13.4 The Seller may continue to use the Vehicle only within the limits and on the conditions agreed for the specific transaction, in derogation from the general obligation to keep it unused and available for sale provided for in Art. 8.12. During that period the Seller is, in particular, required to: a) keep the Vehicle available for subsequent delivery; b) refrain from selling it, promising it to third parties, creating Encumbrances over it or otherwise making it unavailable; c) keep the Vehicle in its custody with due care, maintain it in efficient working order and preserve, in so far as compatible with the authorised use, its condition and characteristics as resulting from the Technical Specifications; d) not exceed any mileage limit agreed; e) notify Fleequid without delay of any accident, failure, deterioration, damage or other event capable of affecting the condition, value, availability or marketability of the Vehicle; f) comply with the date agreed for the cessation of use and for making the Vehicle available or releasing it. The Special Sale Terms and Conditions applicable to the specific transaction shall indicate at least: the date on which the Vehicle is to be released or made available; the maximum additional mileage permitted; the due date for payment of the balance; the consequences of exceeding the mileage limit, of deterioration and of delay in making the Vehicle available or releasing it. The financial consequences arising from exceeding the limits on use, mileage or duration or from the other conditions laid down for the temporary use of the Vehicle by the Seller, including any penalties, indemnities, adjustments or tolerances, are determined in the Special Sale Terms and Conditions applicable to the specific transaction.

13.5 Failure to pay the Advance Payment within the relevant period, or failure to pay the balance in full by the due date established for the specific transaction, constitutes delay on the part of the Buyer. From the first day following the respective due date, the provisions of Art. 12.6 shall apply, in so far as compatible, including the penalty of €150.00 (EUR one hundred and fifty/00) for each day of delay and for each Vehicle concerned, up to the maximum aggregate amount provided for in Art. 12.6, letter a), which operates as a single cap for each Vehicle and for the same transaction with reference both to delay in paying the Advance Payment and to delay in paying the balance, as well as the interest and the further amounts provided for therein. In the event of failure to pay the Advance Payment, the time limits and rights provided for in Art. 12.7 shall apply. In the event of failure to pay the balance, in place of the maximum time limit provided for in Art. 12.7, Fleequid retains the right to receive late payment for the 4 (four) days following the due date established for payment of the balance, without a new period of 7 (seven) days running from that due date. Once that period has expired without payment in full, Fleequid may, at its discretion, nevertheless accept late payment or proceed with the Cancellation of the Sale in accordance with Art. 12.7, with the effects referred to in Arts. 12.8 and 12.9.

13.6 Where Fleequid proceeds with the Cancellation of the Sale on account of delay in paying, or failure to pay, the Advance Payment or the balance, in each case attributable to the Buyer pursuant to Art. 13.5, the Advance Payment actually paid can no longer be applied to the price and is definitively converted into a further, independent penalty, which is retained by Fleequid. The conversion does not operate where the Cancellation of the Sale follows breaches by the Buyer other than those governed by Art. 13.5, such as, by way of example, failure to collect the Vehicle after payment in full. The said penalty may be cumulated, within the limits permitted by law, with the daily penalty accrued pursuant to Art. 13.5, with the Commissions payable by the Buyer and with the further penalties, Fees and amounts due pursuant to Art. 12.9, it being understood that this penalty is counted for the purposes of reaching the financial floor provided for in Art. 12.9, which operates exclusively for any difference necessary to reach the relevant threshold. Where the Advance Payment has not been paid or has been paid only in part, the conversion into a penalty operates exclusively up to the amount actually paid, without prejudice to all further amounts owed by the Buyer as a result of the breach and of the Cancellation of the Sale. Fleequid's right to compensation for any further damage, solely for the part in excess, remains unaffected.

13.7 Where, for reasons attributable to the Seller, the transaction cannot be completed or the Vehicle cannot be transferred or delivered as agreed, Fleequid may proceed with the Cancellation of the Sale, without prejudice to any further remedy provided for in these General Terms and Conditions. In such case the Advance Payment actually paid is returned in full to the Buyer in accordance with Art. 15, and the consequences provided for in the event of breach by the Buyer shall not apply to the Buyer. Cancellation of the Sale for reasons attributable to the Seller neither prejudices nor absorbs the consequences of the Seller's breach: the Seller shall be subject, in so far as compatible, to the same penalties, Fees, obligations to pay compensation and further consequences provided for in these General Terms and Conditions for breach by the Seller in transactions in which the Vehicle does not temporarily remain in use by the Seller, including those provided for in Arts. 8.11, 16.9 and 17.8 in the event of failure to transfer ownership, failure to deliver or unavailability of the Vehicle, without prejudice to any provisions of the Special Sale Terms and Conditions for the specific transaction. Any consequences provided for in the Special Sale Terms and Conditions in relation to exceeding the permitted mileage, deterioration of the Vehicle, delay in making it available or releasing it and the other obligations specific to this arrangement are in addition, where expressly provided and within the limits permitted by law, to the remedies applicable pursuant to the preceding sentence. Where the Seller significantly affects the value, characteristics or availability of the Vehicle, Fleequid may in any event proceed with the Cancellation of the Sale, return to the Buyer the amounts due to the Buyer pursuant to Art. 15 and retain in full the remedies available to it against the Seller.

13.8 Save as expressly derogated from by this article or by the Special Sale Terms and Conditions applicable to the specific transaction, all the provisions of these General Terms and Conditions relating to the applicable Sales Model and to the chosen method of performance remain applicable in full, including those concerning invoicing, the time limits for the issue, transmission, correction or reissue of the relevant documents, any penalties connected with delay, payment of the sums due to the Seller, transfer of ownership, the necessary documentation, and delivery and collection of the Vehicle. The fact that the Vehicle temporarily remains in use by the Seller and the particular structure of payment provided for in this article do not, in themselves, entail any derogation from the other obligations of the Seller or of the Buyer, unless the derogation results expressly from the applicable Special Sale Terms and Conditions.

13.9 Without prejudice to Art. 8.13, for the entire period during which the Vehicle temporarily remains in use by, or otherwise at the disposal of, the Seller pursuant to this article, all risks, liabilities and costs connected with the custody, use, circulation, preservation and availability of the Vehicle remain with the Seller, save for whatever is mandatorily attributable to Fleequid or to the Buyer. The Seller therefore undertakes to indemnify and hold harmless Fleequid and the Buyer, as well as the companies of the Fleequid group and their respective directors, employees, collaborators and agents, against any claim, demand, action, sanction, cost, expense, damage or liability arising, directly or indirectly, from the custody, use, circulation, preservation or availability of the Vehicle during that period, including those resulting from accidents, damage to persons or property, administrative or road traffic offences, absent or inadequate insurance cover, loss, theft, deterioration of or damage to the Vehicle, its unavailability, alteration of its condition or characteristics, exceeding of any limits on use or mileage agreed, as well as from claims made by third parties as a result of acts attributable to the Seller. This indemnity is in addition to that provided for in Art. 8.13 and neither excludes nor limits any mandatory obligations incumbent on Fleequid towards the Buyer by reason of the applicable Sales Model; in such cases Fleequid's right of recourse against the Seller for everything attributable to the Seller remains unaffected. The further rights of recourse, reimbursement and compensation available to Fleequid and to the Buyer under these General Terms and Conditions and under the law likewise remain unaffected, it being understood that this indemnity does not extend to consequences directly attributable to the wilful misconduct or gross negligence of the person seeking to rely on it.

14. Cancellation of the Sale: general rules and reduction of the subject matter.

14.1 The Cancellation of the Sale is the contractual mechanism by which Fleequid, in the cases provided for in these General Terms and Conditions, in the applicable Specific Terms and Conditions or in the applicable Special Sale Terms and Conditions, determines that the transaction shall not be performed or shall cease to be performed, in whole or in respect of one or more Vehicles only. The Cancellation of the Sale does not necessarily coincide with annulment of the contract on grounds of invalidity or with termination for breach: the actual legal basis depends on the individual circumstances giving rise to it. Where the Cancellation follows a breach covered by an express termination clause pursuant to these General Terms and Conditions, it operates as termination of the Contract pursuant to Art. 1456 of the Italian Civil Code and produces the effects thereof. In all other cases the Cancellation produces the effects provided for in the provision that provides for it and, in so far as not otherwise regulated, those provided for in this article and in Art. 15.

14.2 The conditions for and the grounds of the Cancellation of the Sale are governed by the provisions regulating the relevant circumstances and, in particular: by Art. 9.7, in the event of manifest clerical error; by Art. 12.7 in the event of delay in payment or failure to pay attributable to the Buyer; by Art. 13.7, for reasons attributable to the Seller, in transactions with the Vehicle temporarily in use by the Seller; by Arts. 16.7 and 16.9 in the event of failure by the Buyer to collect the Vehicle and of failure to deliver attributable to the Seller; by Art. 16.14 in the event that the Buyer does not meet the requirements; by Arts. 17.6, 17.8, 17.14 and 18.7 in the cases provided for therein; by Art. 20.8 as the outcome of the handling of a complaint; by Art. 4.9 in the event that the transaction subsequently becomes incompatible with the applicable legislation; as well as by Art. 14.4 below in the event of reduction of the subject matter of the sale. The further cases provided for in these General Terms and Conditions, in the Specific Terms and Conditions or in the Special Sale Terms and Conditions applicable to the specific transaction remain unaffected, and the provisions of this article may not be interpreted as limiting the rights conferred on Fleequid.

14.3 The Cancellation of the Sale is ordered by means of a unilateral declaration by Fleequid, notified in writing to the persons concerned in the manner provided for in Art. 24, and takes effect from the time of the notification, unless the provision applicable to the specific circumstances provides otherwise. Until that time the transaction is not automatically dissolved and the obligations of the Parties remain in force. The exercise of the right of Cancellation does not require a judicial determination of the relevant conditions and does not prejudice the further remedies available to Fleequid.

14.4 The transaction and the relevant Contract may relate to one or more Vehicles, including with partial transfer thereof. Where the transaction concerns more than one Vehicle, until the transfer and collection of the Vehicles concerned have been completed Fleequid reserves the right, at its discretion and for operational, technical or administrative reasons or for reasons otherwise connected with the proper performance of the transaction, to: a) cancel the sale in its entirety; b) cancel the sale in respect of one or more Vehicles only; or c) reduce the number of Vehicles forming the subject matter of the sale. This right constitutes an essential element of the functioning of the Marketplace and of the organisation of the transactions managed by Fleequid and may be exercised irrespective of whether the relevant causes are attributable to the Seller, to the Buyer, to third parties or, within the limits permitted by law, to Fleequid itself. It may be exercised, by way of example, in the event of supervening unavailability, loss, destruction of or damage to one or more Vehicles, technical, logistical, administrative or regulatory impediments, operational requirements relating to the management of the Vehicle, failure to collect within the time limits provided for, as well as in the event of breach of these General Terms and Conditions by the Seller or by the Buyer.

14.5 The reduction of the subject matter of the sale produces the effects of a partial termination of the Contract in respect of the Vehicles concerned only. The Contract remains valid and effective for the Vehicles not subject to cancellation and the Total Amount Due is redetermined accordingly. Where separate prices or values have been identified for the individual Vehicles for the purposes of the specific transaction, the redetermination is carried out by excluding the amounts referable to the Vehicles subject to cancellation. Where, on the other hand, a single overall price has been established without indication of the price referable to each Vehicle, the price is redetermined in proportion to the number of Vehicles for which the sale remains effective, unless the Special Sale Terms and Conditions or the agreements applicable to the specific transaction provide for a different allocation criterion. The Commissions, the Fees and the further amounts linked to the Vehicles for which the sale remains effective are redetermined accordingly, on the basis of the same criteria and in so far as applicable. In the Commission Sale the reduction entails the corresponding redetermination of the amounts due to the Seller with reference only to the Vehicles actually transferred, applying, in the absence of a separate valuation of the individual Vehicles, the same proportional criterion. In Dealer Sales with a purchase linked to the sale to a specific Buyer, the reduction entails, to the extent that the effects of the purchase pursuant to Arts. 8.8 and 18.2 have not yet been produced, the corresponding reduction of the Vehicles that Fleequid is required to purchase from the Seller and of the relevant Purchase Price, applying the criteria indicated above. The reduction of the subsequent sale to the Buyer does not, however, affect the Purchase Price or the other effects of a purchase for stock already concluded and effective between the Seller and Fleequid, unless otherwise agreed between the relevant Parties. In transactions relating to more than one Vehicle, the criteria provided for in this paragraph also apply to the determination of the bases of calculation of the penalties provided for in these General Terms and Conditions, including the Commissions, actual or notional, taken as a parameter: the basis consists of the value individually attributed to the individual Vehicle, where available, or, failing that, of the share of the overall value referable to it according to the proportional criterion indicated above, and the penalty is calculated exclusively with reference to the Vehicles affected by the breach or by the Cancellation.

14.6 The Buyer and the Seller expressly acknowledge and accept Fleequid's right to proceed with the Cancellation of the Sale and with the reduction of its subject matter in the cases provided for in this article and may not object to the continuation of the transaction in respect of the Vehicles for which the sale remains effective. Save as mandatorily provided for by law and save in cases of wilful misconduct or gross negligence on the part of Fleequid, the Buyer and the Seller are not entitled to any indemnity or compensation from Fleequid by reason of the mere fact of the Cancellation, of the partial cancellation or of the reduction of the subject matter of the sale, the only obligation remaining, to the extent of their respective entitlements, being the restitution of any sums paid with reference to the Vehicles subject to cancellation, in accordance with Art. 15. The further consequences provided for in these General Terms and Conditions remain unaffected where the Cancellation or the reduction is the consequence of a breach attributable to the Seller or to the Buyer.

14.7 In the Commission Sale the Commissions due to Fleequid remain payable with reference to the Vehicles for which the sale remains effective and is successfully completed pursuant to Art. 12.4. With reference to the Vehicles subject to Cancellation or reduction, the Commissions do not accrue, unless they have already validly accrued before the Cancellation in accordance with Art. 12.4. Where the Cancellation is the consequence of a breach attributable to the Buyer, the Commissions payable by the Buyer remain due in any event and the penalties, the Fees and the further amounts provided for in Arts. 12.8 and 12.9 shall apply. Where the Cancellation is the consequence of a breach attributable to the Seller, the Commissions payable by the Seller that have not yet accrued do not become due as consideration for the transaction, without prejudice to the penalties and the further amounts provided for in these General Terms and Conditions, even where determined by taking the Commissions that would have been due as a notional parameter of calculation, and to Fleequid's right to compensation for any further damage. Where the Cancellation is not attributable to the Buyer, the Commissions payable by the Buyer do not remain definitively due and, if already paid, are returned pursuant to Art. 15, unless otherwise expressly provided by a special provision of these General Terms and Conditions. In Dealer Sales the Commissions specific to the Commission Sale do not apply, without prejudice to the penalties, the Fees and any further amounts due.

14.8 The common restitutionary and financial effects of the Cancellation of the Sale and of the reduction of its subject matter are governed by Art. 15. Any special effects provided for in respect of individual circumstances remain governed by the relevant provisions and prevail, as regards the matters specifically regulated by them, over the general rules.

15. Financial effects: restitution, reinstatement and financial coordination.

15.1 The obligation to return the sums paid by the Buyer arises: a) in the event of Cancellation of the Sale or of reduction of its subject matter pursuant to Art. 14, for the sums referable to the Vehicles for which the sale is not performed; b) in the event of Cancellation of the Sale ordered in the context of the handling of a complaint pursuant to Art. 20.8, within the limits provided for therein; c) in the event that the transaction is not completed for reasons attributable to the Seller, with reference to the Advance Payment and to any further sums paid by the Buyer that must be returned to the Buyer pursuant to Art. 13.7 and the other applicable provisions; d) in the event of Cancellation of the Sale for breach by the Buyer, limited to any excess of the sums already paid by the Buyer over the amounts that Fleequid or the other persons entitled may lawfully retain or apply pursuant to Art. 12.9; e) in the further cases in which these General Terms and Conditions, the Specific Terms and Conditions or the Special Sale Terms and Conditions provide for the return, in whole or in part, of sums paid by the Buyer. The separate rules on the Security Deposit provided for in Art. 6.3 and those on the Advance Payment provided for in Art. 13 remain unaffected.

15.2 The sums due pursuant to this article are returned within 15 (fifteen) days from the occurrence of the relevant condition or, if later, from the final determination of the sums to be returned, without payment of interest, save in the case of delay in the return beyond the said time limit. Where, for the purposes of determining the amount to be returned, it is necessary first to quantify or apply Commissions, penalties, interest, Fees, expenses or further sums due, the time limit runs from the time at which such determination has been completed.

15.3 The person required to return the sums paid by the Buyer is identified according to the person who actually received them and the applicable Sales Model. In the Commission Sale performed by means of Resale and in Dealer Sales, Fleequid returns the sums actually received by it from the Buyer, within the limits of what is due pursuant to these General Terms and Conditions. Where Fleequid has acted as a Pure Intermediary, the Seller is required to return the price of the Vehicle and the further sums directly received by it, while Fleequid returns the Commissions, the Fees and the further amounts directly received by it, each within the limits of the sums actually received and which must be returned. The different provisions laid down on the handling of complaints remain unaffected, as does Fleequid's right, where it advances to the Buyer sums the return of which is attributable to the Seller, to recover them in full from the Seller, together with any costs and the further amounts due.

15.4 Where payment has been made, in whole or in part, by a Financier, the sums to be returned are paid to the Financier within the limits of the amount actually paid by it, save as otherwise provided for in the applicable Specific Terms and Conditions or in joint written instructions from the Buyer and the Financier. Where part of the sums has been paid directly by the Buyer, the relevant return is made to the Buyer, according to the respective origin of the payments. It is understood that, where under the Specific Terms and Conditions the Financier has directly assumed the status of Buyer, the rights to restitution belong to the Financier.

15.5 In cases where the return of the sums entails, under the applicable tax legislation, the need to issue credit notes, reversal or correction documents or other tax documents, each person that issued the relevant invoice or document is required to do so within the time limits and in the manner provided for in Art. 16.2, Art. 17.5, Art. 17.11 and Art. 18.4, depending on the applicable Sales Model and on the issuer. The Seller, Fleequid and the Buyer are required to provide promptly the cooperation necessary for the correct issue, correction or reissue of the tax and administrative documents resulting from the Cancellation of the Sale, from the reduction of its subject matter or from the return of the sums. The obligation to return the sums is neither suspended nor deferred by any delay in the issue, transmission or correction of the tax documents by the person required to do so, unless performance of the obligation to return is objectively prevented by mandatory provisions of law.

15.6 Sums which, notwithstanding the Cancellation of the Sale, the reduction of its subject matter or the arising of an obligation to return, remain definitively due pursuant to these General Terms and Conditions are not subject to return. Such sums include, in particular, the Commissions already accrued pursuant to Art. 12.4, without prejudice to the provisions of Art. 14.7 concerning the Commissions payable by the Buyer in the event of a Cancellation not attributable to the Buyer; the Fees relating to Services already rendered; the expenses and costs already incurred by Fleequid in relation to the transaction; the penalties, default interest and reimbursements of expenses contractually due; the Advance Payment which, pursuant to Art. 13.6, has been converted into a penalty following the Cancellation of the Sale on account of delay in payment or failure to pay attributable to the Buyer pursuant to Art. 13.5. This provision also applies in the case of Cancellation of the Sale ordered by Fleequid as the outcome of the handling of a complaint pursuant to Art. 20.8: in such case the Commissions already accrued, the Fees relating to Services already rendered and the expenses and costs already incurred by Fleequid are not refunded under any circumstances, either to the Seller or to the Buyer. The aforesaid sums may be retained or set off, within the limits permitted by law, by the person to whom they are owed against the sums that the same person is required to return; any excess remaining after such set-off is returned within the time limits and in the manner provided for in this article. The separate rules on the Security Deposit referred to in Art. 6.3 remain unaffected.

15.7 Where the Cancellation of the Sale, the termination of the Contract or any other case provided for in these General Terms and Conditions entails, in whole or in part, the reinstatement of the previous situation after the transfer of ownership of the Vehicle, its delivery or the payment of sums has already taken place, the Parties are required to carry out without delay all activities and provide all cooperation necessary for the reinstatement, including the return of the sums received, the return or redelivery of the Vehicle, the signing and delivery of the necessary documents, the completion of the administrative formalities and the retransfer or re-registration of ownership. Where the legal basis on which the Seller received sums relating to the Vehicle ceases to exist, in whole or in part, the Seller is required to return in full what it received, within the limits corresponding to the restitutionary effects of the specific case. In particular: a) in the Commission Sale performed by means of Resale, the Seller returns to Fleequid any sums already paid to it by Fleequid in relation to the Vehicle being returned; b) where Fleequid has acted as a Pure Intermediary, the Seller returns directly to the Buyer the price and the further sums received by it and, where Fleequid has advanced to the Buyer, in whole or in part, the sums owed by the Seller, the Seller is required to reimburse them to Fleequid; c) in Dealer Sales, where the Cancellation or the termination also entails the lapse, in whole or in part, of the effects of the purchase concluded between the Seller and Fleequid, the Seller returns to Fleequid the Purchase Price already received and the further amounts that must be returned. The returns of sums provided for in this paragraph must be made within the time limit laid down in Art. 15.2 and each person so required is also obliged to issue and transmit, within the time limits provided for in Art. 15.5, the credit notes, the reversal or correction documents and any further tax documents that may be necessary; delay in the issue or transmission of such documents neither suspends nor defers the obligation to return the sums, save as mandatorily provided for by law. Where the specific case entails the return of the Vehicle to the Seller, the Seller is required to reacquire or otherwise regain ownership of it, where already transferred, to take possession of it and to provide promptly all cooperation necessary for the relevant formalities; these rules apply, in particular, in the Commission Sale, both where Fleequid has operated by means of Resale and where it has acted as a Pure Intermediary, in so far as compatible with the structure of the specific transaction. In Dealer Sales, where the Cancellation concerns exclusively the sale between Fleequid and the Buyer, the Vehicle is returned to Fleequid; where the Cancellation or the termination also entails the lapse, in whole or in part, of the effects of the purchase relationship between the Seller and Fleequid, the Seller is required to regain ownership and possession of the Vehicle and to carry out all the steps necessary for that purpose. The Seller or the Buyer, where required to return sums, to return or redeliver the Vehicle, to retransfer or re-register ownership, to collect the Vehicle, to return the relevant documents or to complete the necessary formalities, may not unjustifiably refuse or delay performance. Without prejudice to the time limit provided for in Art. 15.2 for the return of the sums, the obligations relating to the return or redelivery of the Vehicle, to the retransfer or re-registration, to collection and to the relevant documentation must be performed within 5 (five) days from Fleequid's written request, unless the nature of the obligation or mandatory provisions of law require a different time limit. Once the applicable time limit has expired without performance for reasons attributable to it, the defaulting Seller or Buyer is required to pay Fleequid, by way of penalty, the amount of €150.00 (EUR one hundred and fifty/00) for each day of delay and for each Vehicle concerned, up to a maximum aggregate amount of €5,000.00 (EUR five thousand/00) for each Vehicle, without prejudice to compensation for any further damage. Where, with reference to the same Vehicle, several obligations to return provided for in this paragraph and incumbent on the same person are simultaneously unperformed, the said daily penalty applies only once for each day of delay and for each Vehicle, without prejudice to the further penalties provided for in these General Terms and Conditions for distinct facts or breaches. Without prejudice to the said penalty, in the event of failure to perform in good time Fleequid may take, directly or through third parties and within the limits permitted by law, the measures reasonably necessary for the custody, storage, transport, preservation, recovery or management of the Vehicle, charging the relevant costs and expenses in full to the defaulting person. From the expiry of the time limit for performance, the defaulting person also bears, within the limits permitted by law, the risks and burdens arising from its own delay and may not rely on the failure to return the sums, the failure to collect or redeliver the Vehicle, the failure to sign the documents or its own failure to cooperate in order to suspend or delay the restitutionary effects. The final allocation of the expenses relating to the transfer or retransfer of ownership, to re-registration, to transport, to redelivery, to custody and to storage of the Vehicle is governed by the provision applicable to the cause of the Cancellation or of the termination. In the absence of a specific provision, such expenses are borne by the person to whom the cause of the Cancellation or of the termination is attributable, to the extent that they are a consequence thereof; where the relevant cause is not attributable to any of the Parties, the allocation is made in accordance with the rules applicable to the specific case and the provisions of law.

15.8 The Commissions, the Fees, the Security Deposit, the reimbursements of costs and expenses, the penalties, the interest and compensation for damage retain their independent and distinct nature and are each governed by their own rules. The penalties provided for in these General Terms and Conditions in relation to independent and distinct breaches may be cumulated with one another. Several penalties referable to the same underlying fact and intended to protect the same interest are not cumulated, unless expressly provided otherwise. Where the same underlying fact is expressly governed by a provision which lays down a specific penalty for that breach, only that penalty applies, and it prevails over the penalties laid down by provisions of more general scope which include the same fact among their conditions. The rights of Cancellation of the Sale, of termination and of suspension, as well as the obligations of indemnity and of reimbursement and the right to compensation for any further damage provided for in the concurrent provisions, remain unaffected in any event. The special provisions which expressly regulate the cumulation, the non-cumulation or the supplementing of certain financial consequences prevail over the general rule laid down in this paragraph. For all the penalties provided for in these General Terms and Conditions, Fleequid's right to compensation for any further damage remains unaffected in any event, solely for the part exceeding what has already been satisfied by way of penalty. The amounts paid by way of penalty and the sums applied pursuant to Art. 6.3 are counted only once and do not give rise to duplication of the same item.

16. Performance phase vis-à-vis the Buyer: invoicing, transfer of ownership, risk, delivery and collection.

16.1 The provisions of this article apply, save as otherwise provided in these General Terms and Conditions, in the Specific Terms and Conditions or in the Special Sale Terms and Conditions, to all transactions concluded through Fleequid, regardless of the applicable Sales Model. In the context of the Commission Sale they also apply, in so far as compatible, both where Fleequid proceeds by means of Resale and where it acts as a Pure Intermediary pursuant to Art. 2.6. The special provisions laid down in Arts. 13, 17, 18 and 22 remain unaffected and prevail over the provisions of this article in respect of the matters specifically governed by them.

16.2 Following full performance of the Buyer's payment obligation pursuant to Art. 12.2 and the commencement of the performance phase of the transaction, Fleequid issues to the Buyer the tax documents for which it is responsible, depending on the applicable Sales Model and the chosen method of performance. This paragraph governs all invoices and other tax documents issued by Fleequid to the Buyer, including, where the Sales Model so requires, the invoice relating to the Vehicle, in addition to those relating to the Commissions, the Fees and the Services, as well as the related corrections, credit notes and reissues. In particular: a) in the Commission Sale performed by means of Resale, Fleequid issues to the Buyer the invoice relating to the sale of the Vehicle, showing the Sale Price to the Buyer as well as the Commissions, the Fees, any reimbursement of expenses and VAT where due; the Seller's independent invoicing obligations towards Fleequid provided for in Art. 17.5 remain unaffected; b) where Fleequid acts as a Pure Intermediary, Fleequid issues only the tax documents relating to the Commissions, the Fees and the further amounts due to it, while the invoice relating to the sale of the Vehicle is issued by the Seller to the Buyer in accordance with Art. 17.11; c) in Dealer Sales, Fleequid issues to the Buyer the invoice relating to the Sale Price to the Buyer, the Fees, any reimbursement of expenses and the further applicable amounts, in addition to VAT where due; the invoicing relationship between the Seller and Fleequid governed by Art. 18.4 remains separate and independent. The tax documents issued to the Buyer represent and break down, according to the structure of the specific transaction, the sums already due under the Binding Agreement and neither constitute an independent source of the obligation nor alter its amount, save for clerical errors, corrections required for tax purposes or the provisions applicable in the event of Cancellation or reduction of the subject matter of the sale. Where, as a result of the Cancellation of the Sale, the reduction of its subject matter or the correction of the transaction, or for any other reason provided for in these General Terms and Conditions, it becomes necessary to issue a credit note or a reversal or correction document, or to reissue the invoice, Fleequid shall do so within the time limits laid down by the applicable legislation and in coordination with the restitutionary obligations referred to in Art. 15. Any deferral of the issue of the invoice or of other tax documents for administrative or tax reasons or for reasons connected with the involvement of a Financier neither suspends nor defers the Buyer's payment obligations, which arise and fall due in accordance with Arts. 10, 11 and 12. Where, under the applicable Specific Terms and Conditions, the Financier acquires the status of Buyer, the invoice relating to the sale of the Vehicle is issued to it; the mere fact that a tax document is made out to a Financier that has not acquired the status of Buyer does not, in itself, entail the replacement of the original Buyer or its release from the obligations undertaken.

16.3 Where the conditions for the performance of the transaction are met, the Seller shall, within 5 (five) days from Fleequid's request, carry out all the activities for which it is responsible that are necessary for the transfer of ownership of the Vehicle depending on the applicable Sales Model and method of performance, and shall send to Fleequid, to the Buyer or to such other person as Fleequid may indicate the registration plates, the documents and all the information necessary for the registration of the Vehicle in the holder's name or its transfer and for the cancellation of any Encumbrances. For Vehicles already registered in Italy, the Seller shall cooperate and complete the formalities necessary for the transfer to be carried out, where applicable, under the regime provided for by the legislation in force for transfers in favour of professional operators in the sector, including the so-called “mini-transfer”. For Vehicles not registered in Italy, the Seller shall, where necessary, de-register the Vehicle in the country of origin and complete any other formality for which it is responsible that is necessary to allow the transfer, registration in the holder's name and marketability of the Vehicle. The Seller shall also provide, within the same time limit or within such other time limit as Fleequid may reasonably indicate, any further document, declaration, power of attorney or cooperation necessary for the completion of the administrative formalities relating to the specific transaction. Where the formalities for which the Seller is responsible are not completed within the applicable time limit for reasons attributable to it, the Seller shall pay Fleequid a penalty of €150.00 (EUR one hundred and fifty/00) for each day of delay and for each Vehicle concerned, until full performance, without prejudice to compensation for any further damage and to any further remedy provided for in these General Terms and Conditions. Where the same conduct amounts to the unjustified refusal to transfer ownership of the Vehicle governed by Art. 8.11, including as a result of the expiry of the time limit set in the formal notice provided for therein, the penalty provided for therein shall apply in place of the daily penalty referred to in this paragraph; any amounts already accrued by way of daily penalty in respect of the same fact shall be set against the penalty provided for in Art. 8.11 and shall not give rise to duplication. Where, on the other hand, the delay results in the failure to make the Vehicle available or to deliver it, followed by the Cancellation of the Sale pursuant to Art. 16.9, without amounting to the refusal governed by Art. 8.11, the daily penalty provided for in this paragraph remains due for the period already accrued and the penalties provided for in Art. 16.9 are added to it.

16.4 Ownership of the Vehicle passes to the Buyer exclusively following full performance of the payment obligation pursuant to Art. 12.2; in the case of Auctions that moment coincides with the Final Award. The Parties expressly agree that the transfer of title to the Buyer is deferred until that moment, whatever the applicable Sales Model and the chosen method of performance, including the cases in which Fleequid has acquired ownership of the Vehicle at an earlier time pursuant to Art. 18 and the cases in which the sale takes place directly between the Seller and the Buyer where Fleequid acts as a Pure Intermediary. The formalities of registration, transcription, enrolment or registration in the holder's name, and any other formalities that may be required under the applicable legislation, remain unaffected. Once all the documents, information and cooperation necessary pursuant to Art. 16.3 have been received from the Seller, the person responsible for the relevant formality depending on the applicable Sales Model and the chosen method of performance shall, within the following 10 (ten) days, complete the formalities necessary for the registration, transcription or enrolment of the transfer of the Vehicle or its registration in the Buyer's name, unless the applicable legislation, the nature of the transaction or the Specific Terms and Conditions require a different sequence or timing; where Fleequid acts as a Pure Intermediary that time limit applies to the Seller, save for any different time limit provided for in the Special Sale Terms and Conditions by reason of the transaction, the country, the documentation or the nature of the Vehicle. Where Fleequid acts as a Pure Intermediary, the Seller's obligations are therefore divided into two successive phases: a) within the time limit of 5 (five) days provided for in Art. 16.3, the Seller provides the documents, declarations, powers of attorney and cooperation necessary for the commencement of the formalities, with the penalty provided for in the same Art. 16.3 applying in the event of delay; b) within the following 10 (ten) days, running from the moment at which the conditions for doing so are met, the Seller completes the transfer formalities; in the event of delay attributable to the Seller beyond that time limit, the same penalty of €150.00 (EUR one hundred and fifty/00) for each day of delay and for each Vehicle concerned shall apply, in accordance with the coordination provided for in Art. 16.3 with Arts. 8.11 and 16.9. The penalty relating to the second phase does not accrue for the days for which the penalty relating to the first phase has already accrued. The Buyer acknowledges that the transfer and circulation of the Vehicle may require the completion of registration, transcription or enrolment formalities or similar formalities required by the legislation applicable in the country concerned and that, as a rule, the Vehicle may only be collected after the necessary formalities have been completed. In exceptional cases, for proven operational reasons or at the Buyer's request accepted by Fleequid, Fleequid may authorise the early collection of the Vehicle before the aforementioned formalities have been completed. In such case the Buyer: (i) indemnifies and holds harmless Fleequid, as well as any persons in whose name the Vehicle is still formally registered, against any administrative, fiscal, patrimonial, sanction-related or other consequence deriving from the possession, use or circulation of the Vehicle before the formalities have been completed, save for anything mandatorily attributable to the person relying on the indemnity; (ii) undertakes to take all steps and to provide all cooperation necessary for the formalities of final registration, registration in the holder's name or transfer to be completed within 5 (five) days from the early collection, save where a different time limit is expressly communicated in writing by Fleequid; (iii) undertakes to send Fleequid, within 1 (one) day from the availability of the relevant document or acknowledgement from the competent authority, suitable documentary evidence that the formalities have been completed or filed. In the event of delay attributable to the Buyer beyond the time limit referred to in point (ii), the Buyer shall pay Fleequid a penalty of €150.00 (EUR one hundred and fifty/00) for each day of delay and for each Vehicle concerned, until the formalities have been completed, without prejudice to compensation for any further damage. Where the delay exceeds 30 (thirty) days, Fleequid may avail itself of the further remedies provided for in these General Terms and Conditions and by law, including, where legally and practically feasible, the right to take before the competent authorities the steps necessary to obtain the registration of the Vehicle in the name of the person obliged, with the related expenses, charges and costs being charged to the latter, without prejudice to the penalties already accrued. In transactions supported by a Financing Solution the sequence of the registration, invoicing, payment, transfer of ownership and delivery formalities may differ from the ordinary sequence in accordance with Art. 22 and the applicable Specific Terms and Conditions, without prejudice to the rule on the transfer of ownership laid down in this paragraph and to the provisions of Art. 22.6; the early completion of documentary or registration formalities in favour of the Financier does not, in itself, entail the transfer of ownership or, in the case of Auctions, the Final Award.

16.5 The risk of loss and deterioration of the Vehicle passes to the Buyer at the moment when, after full performance of the payment obligation pursuant to Art. 12.2, the Vehicle is actually made available to it for collection by means of the notification referred to in Art. 16.6. Where the Vehicle is already available for collection at the time of full payment, ownership and risk pass simultaneously at that time. In the event of early collection authorised pursuant to Art. 16.4, risk passes to the Buyer at the time of actual collection of the Vehicle. Until risk passes to the Buyer, it remains with the person who, depending on the applicable Sales Model and the chosen method of performance, retains possession or physical control of the Vehicle, even where ownership has already passed to the Buyer pursuant to Art. 16.4, in accordance with Arts. 13.9 and 18.6. Once the time limit for collection provided for in Art. 16.7 has expired without the Vehicle being collected, the Buyer shall bear by agreement, to the extent permitted by law, the risks, costs and charges resulting from the failure to collect. Making the Vehicle available for collection does not in itself constitute placing the creditor in default pursuant to Art. 1206 of the Italian Civil Code; this is without prejudice to the right of Fleequid and of the Seller to rely on the statutory rules on creditor's default where it is necessary to produce their specific effects.

16.6 Save as otherwise provided in the Special Sale Terms and Conditions, in the Specific Terms and Conditions or in any other agreement applicable to the specific transaction, delivery of the Vehicle takes place at the Seller's registered address or at such other location as Fleequid may indicate in the notification of availability for collection, on EXW — Incoterms® 2020 terms, where applicable, without prejudice in any event to the specific rules on the passing of risk laid down in Art. 16.5. The Buyer may collect the Vehicle only following the notification by Fleequid confirming that it has been made available for delivery, unless Fleequid has expressly authorised in writing a different method or timing. The notification of availability is given in the manner provided for in Art. 24, certifies that, as far as Fleequid's own responsibilities are concerned and save for any formalities for which the Buyer is responsible, the Vehicle is available for delivery, and constitutes a formal request to the Buyer to take delivery of it. The Vehicle is normally made available for collection within 30 (thirty) days from full performance of the Buyer's payment obligation pursuant to Art. 12.2 or, where the performance of the transaction requires documents, formalities or steps for which the Seller, the Buyer, a Financier or third parties are responsible, as soon as such steps reasonably allow delivery to proceed. The Buyer acknowledges and accepts that the time limits provided for making the Vehicle available and for its delivery are indicative and do not constitute essential time limits pursuant to Art. 1457 of the Italian Civil Code, unless Fleequid has expressly acknowledged in writing that they are essential for the specific transaction; save for such express provision, the use in communications, in the Listing or in the other documents of the transaction of expressions such as “by”, “no later than”, “delivery expected by” or equivalent expressions does not in itself make the time limit indicated essential or peremptory. Save as mandatorily provided for by law and save in the case of wilful misconduct or gross negligence on the part of Fleequid, Fleequid is not liable for delayed or failed delivery to the extent that it results from events not attributable to it, including, by way of example and not limitation: a) data, documents or information that are missing, inaccurate or provided late by the Buyer, the Seller or other persons involved in the transaction; b) delay, lack of cooperation, unavailability of the Vehicle or other breach on the part of the Seller; c) delays or impediments relating to administrative formalities, registrations, transcriptions, enrolments, cancellations of Encumbrances or formalities before public authorities or registers; d) strikes, interruptions of power or of essential services, natural disasters, measures imposed by public authorities, transport difficulties or interruptions, riots, acts of war or terrorism and other causes of force majeure; e) delays attributable to freight forwarders, carriers, suppliers, subcontractors or other appointed third parties, provided that they do not result from wilful misconduct or gross negligence on the part of Fleequid in selecting or managing them; f) in transactions supported by a Financing Solution, delays or impediments depending on the Financier or on the sequence of formalities provided for in the relevant Specific Terms and Conditions. In the aforementioned cases, exceeding the indicative delivery time limits does not entitle the Buyer to any indemnity or compensation from Fleequid, to the extent permitted by law and without prejudice to the provisions of these General Terms and Conditions in the event of a breach attributable to another person.

16.7 Following the notification that the Vehicle has been made available for delivery, the Buyer shall collect it within 10 (ten) days, in the manner, at the place and at the times indicated by Fleequid, save where a different time limit is expressly communicated in writing or provided for in the Special Sale Terms and Conditions. Where the aforementioned time limit expires without collection for reasons attributable to the Buyer, the Buyer shall pay Fleequid a penalty of €50.00 (EUR fifty/00) for each day of delay and for each Vehicle, until actual collection or, if earlier, until the effective date of the Cancellation of the Sale ordered pursuant to this paragraph, without prejudice to compensation for any further damage and to reimbursement of the further costs and expenses caused by the delay, including those of custody, storage, movement, parking, insurance and management of the Vehicle. Where the Vehicle remains at the Seller's premises, the Buyer shall also reimburse the standing, parking and custody costs due to the Seller; where the Vehicle has not been collected within 30 (thirty) days from the notification of availability, from the thirty-first day following such notification, and for as long as the Vehicle remains at the Seller's premises, the Buyer shall pay the Seller, for parking and custody, the amount of €10.00 (EUR ten/00) for each day and for each Vehicle, as the agreed quantification of the cost item provided for in this sentence. The amount due to the Seller under the preceding sentence is distinct, as to legal basis, creditor and starting date, from the penalty due to Fleequid under the second sentence of this paragraph and is in addition to it, without prejudice to the further expenses actually incurred. The aforementioned daily amount of €10.00 (EUR ten/00) absorbs, for the same period, the reimbursement of the same parking and custody item due to the Seller provided for in this paragraph, which may not be claimed twice for the same period; the reimbursement of the separate costs and expenses actually incurred by Fleequid or by third parties and of the other cost items not included in the agreed quantification remains due in full. Where the Vehicle remains at the Seller's premises as a result of failure to collect or late collection attributable to the Buyer, the Seller may not claim from Fleequid any consideration, indemnity, reimbursement or compensation for the Vehicle remaining at its premises, yards or custody areas, the related costs, charges and consequences being borne by the Buyer in accordance with this paragraph, unless they result directly from an act attributable to Fleequid. Where the failure to collect continues for more than 30 (thirty) days from the notification of availability, Fleequid may, by written notice to the Buyer, proceed with the Cancellation of the Sale pursuant to Art. 14, without prejudice to the penalties already accrued, the Commissions already accrued, where due, and the Fees due, the reimbursement of all costs and expenses incurred and compensation for any further damage. Cancellation ordered pursuant to this paragraph constitutes a case separate from Cancellation for non-payment and does not entail the application of the penalties provided for in Art. 12.9, letters c) and d), or of the minimum threshold provided for in the same paragraph. The restitutionary effects are governed by Art. 15 as follows: a) in Dealer Sales the sale between Fleequid and the Buyer is dissolved, the Vehicle remains at or returns to Fleequid's disposal and Fleequid returns to the Buyer the sums paid by it, net of the amounts lawfully withheld or set off; b) in the Commission Sale performed by means of Resale the reinstatement covers both functionally linked transfers, which are unwound: the Vehicle is returned to the Seller, the Seller returns to Fleequid what it has received from Fleequid in relation to the Vehicle and Fleequid returns to the Buyer the sums paid by it, net of the amounts lawfully withheld or set off; c) where Fleequid acts as a Pure Intermediary, Fleequid, which is not a party to the sale, remains extraneous to the flow of the price of the Vehicle: the Seller and the Buyer cooperate in the reinstatement, the Vehicle remains with or returns to the Seller and the Seller reimburses the price received directly to the Buyer. As an alternative to the Cancellation of the Sale, Fleequid may continue to keep the Vehicle in custody or have it kept in custody, including with third parties, or take the further measures reasonably necessary for its preservation and management, with the costs, expenses and risks resulting from the delay being borne by the Buyer, to the extent permitted by law. The Buyer's failure to collect the Vehicle does not entail any waiver by Fleequid or by the Seller of the rights arising from the transaction, nor does it suspend or interrupt the accrual of the penalties and of the further amounts provided for in these General Terms and Conditions, save for an express written waiver by Fleequid.

16.8 Where, at the time of collection by the Buyer or by the person appointed, the Vehicle is not fit to be moved or transferred owing to defects or deficiencies attributable to the Seller — such as, by way of example, lack of essential fluids, a flat battery, failures of the fuel or braking systems or unsuitable tyres — and the Vehicle has not been expressly classified as non-running, intended for scrapping or subject to similar special conditions, that circumstance is ascertained at the time of collection and, where possible, noted in the delivery report referred to in Art. 16.10. The Seller's obligation to prepare the Vehicle for delivery and collection and to ensure that it is fit to be moved and transferred, the related exceptions and the consequences, including financial consequences, of any breach thereof are governed by Art. 8.14, to which reference is made. The provisions of Art. 8.12 on the custody, preservation, conformity and non-alteration of the Vehicle and the related penalty, which applies to facts and breaches distinct from those provided for in Art. 8.14 and in this paragraph, remain unaffected.

16.9 Where, for reasons attributable to the Seller, the Seller delays or fails to make the Vehicle available or to deliver it in breach of the obligations and time limits incumbent on it for the specific transaction, or refuses or fails to complete the formalities for which it is responsible that are necessary to allow its delivery, Fleequid may proceed with the Cancellation of the Sale by written notice, without prejudice to the further rights and remedies provided for in these General Terms and Conditions. Fleequid may also, having regard to the seriousness of the breach, restrict, suspend or block the Seller's access to the Marketplace in accordance with Art. 5, without prejudice to the application of the further consequences provided for with regard to User Classification. In the Commission Sale, Cancellation for failure to deliver attributable to the Seller does not extinguish the Commissions payable by the Seller that have already accrued upon successful completion of the transaction pursuant to Art. 12.4, or the Fees relating to the Services already rendered or the other reimbursements and amounts already accrued on a separate basis. In addition to the foregoing, in the event of Cancellation of the Sale for failure to make the Vehicle available or to deliver it attributable to the Seller, in the Commission Sale the Seller shall pay Fleequid, by way of penalty, an amount equal to three times the Commissions payable by the Seller applicable to the specific transaction, as well as a further penalty of €3,000.00 (EUR three thousand/00) for each Vehicle not delivered, without prejudice to compensation for any further damage for the excess portion only; the amount equal to three times the Commissions is due as an independent penalty and does not constitute a further Commission. In Dealer Sales, in the same case of Cancellation of the Sale, the Seller shall pay Fleequid, by way of penalty, an amount equal to three times the Commissions that would have been payable by the Seller had the transaction been structured as a Commission Sale, determined by applying the Fleequid Fee Schedule applicable to the specific transaction and taking by agreement, solely for the purposes of calculating the penalty, the Purchase Price as the value on which to determine the Commissions that would have been payable by the Seller in the Commission Sale, as well as a further penalty of €3,000.00 (EUR three thousand/00) for each Vehicle not delivered, in addition to the Fees, any costs and the further amounts accrued on a separate basis, without prejudice to compensation for any further damage for the excess portion only; the reference to the Commissions is relevant exclusively as an agreed parameter for quantifying the penalty: in Dealer Sales no Commissions accrue or become due and this provision does not alter the classification of Dealer Sales pursuant to Art. 18.1. Mere delay in making the Vehicle available or in delivering it, where not followed by the Cancellation of the Sale, does not give rise to the penalties provided for in the two preceding sentences, without prejudice to compensation for any damage and to the further remedies provided for in these General Terms and Conditions, as well as to the penalty referred to in Art. 16.3 where the relevant conditions are independently met. In the event of Cancellation of the Sale pursuant to this paragraph, the penalty referred to in Art. 16.3 that has already accrued remains due and is added to the penalties provided for in this paragraph, in accordance with the same Art. 16.3. Where the failure to deliver also amounts, depending on the applicable Sales Model, to the Seller's refusal to transfer ownership of the Vehicle to Fleequid or, where Fleequid acts as a Pure Intermediary, to the refusal or omission of the acts, formalities or cooperation for which the Seller is responsible and which are necessary, under the applicable legislation, for the transfer of title to take effect where this requires further formalities, or for the registration of the Vehicle in the Buyer's name, the specific penalties provided for in Art. 8.11 shall apply in place of those provided for in this paragraph, without prejudice to the criterion laid down in the same Art. 8.11 for determining when such refusal occurs. In respect of the same underlying fact and for the protection of the same interest, the penalties provided for in this paragraph and in Art. 8.11 prevail, in accordance with the criterion referred to in Art. 15.8, over the penalty provided for in Art. 17.8 or, where Fleequid acts as a Pure Intermediary, in Art. 17.14, without prejudice to Fleequid's right to rely on the express termination clause provided for therein, to cumulation for distinct facts or breaches and to compensation for any further damage. Where, as a result of the Seller's breach, Fleequid is required to return sums to the Buyer, to bear transport, custody, storage, re-registration or other costs, to pay reimbursements or otherwise to meet claims by the Buyer or by third parties, the Seller shall hold Fleequid harmless and reimburse it in full for whatever is attributable to the Seller, without prejudice to the provisions of Art. 8.13. Finally, the provisions of Art. 15 on the return of the sums and of the Vehicle, the reinstatement of the transaction and the cooperation obligations resulting from the Cancellation remain applicable.

16.10 Collection of the Vehicle shall take place in accordance with the instructions contained in the notification of availability and with any further indications provided by Fleequid. At the time of delivery a delivery report is drawn up, signed by the person delivering the Vehicle and by the Buyer or the person appointed by the Buyer, which records the condition of the Vehicle, the mileage shown, the documentation and accessories delivered and any observations made at the time of collection. The Buyer may collect the Vehicle in person or through a carrier, employee, collaborator or other person appointed by it; in the latter case the Buyer shall ensure that the person appointed holds any proxy or authorisation required by Fleequid and has been adequately informed and vested with the powers necessary to carry out, on behalf of the Buyer, the checks required at the time of delivery, to make any observations and to sign the delivery report. Fleequid and the Seller may rely on the identity of the person indicated in advance or otherwise presented by the Buyer as authorised to collect the Vehicle and are not required to verify the existence or the extent of the internal relationship of representation between that person and the Buyer, unless circumstances emerge that are manifestly capable of casting doubt on that person's authority. The Buyer hereby ratifies and adopts as its own, in its dealings with Fleequid and with the Seller, the actions of the person indicated or appointed by it for collection, including the statements and notes contained in the delivery report, even where a defect in or limitation of the relevant powers subsequently emerges, save in the case of conduct which falls outside the mandate conferred and is known as such to Fleequid. In transactions supported by a Financing Solution the person entitled to collect the Vehicle and to sign the delivery report is identified in accordance with Art. 22 and the applicable Specific Terms and Conditions.

16.11 Where the Buyer requests Fleequid to arrange the transport of the Vehicle to its premises or to such other location as it may indicate and Fleequid accepts such request, the transport is arranged by Fleequid at the risk and expense of the Buyer, save as otherwise expressly agreed in writing or provided for in the Special Sale Terms and Conditions or in the applicable Specific Terms and Conditions, and is subject to the applicable Fees or to a specific quotation. Fleequid is authorised to entrust the performance of the transport, in whole or in part, to carriers, freight forwarders or other third parties identified by it and to choose the transfer methods deemed most appropriate in relation to the Vehicle and the specific transaction. Unless otherwise agreed in writing, the mandate conferred on Fleequid relates exclusively to the arrangement and/or physical performance of the collection and transport and does not include any inspection, testing, technical verification or assessment of the conformity of the Vehicle with the Listing, the Technical Specifications, the TrustReport or the documentation relating to the transaction, even where the collection or transport is carried out directly by Fleequid or by persons appointed by it. The Buyer acknowledges and accepts that the transfer of the Vehicle may also take place by the Vehicle being driven by road and that, consequently, at the time of delivery the mileage of the Vehicle may be up to 5,000 (five thousand) km higher than that shown in the Listing, in the Technical Specifications or in the documentation available before the transfer. Such increase, where it results from the transfer of the Vehicle arranged pursuant to this paragraph, does not in itself constitute a non-conformity of the Vehicle or a breach by the Seller or by Fleequid.

16.12 The Buyer is in any event obliged to verify, at the time of delivery, that the Vehicle corresponds to what is shown in the Listing, in the Technical Specifications and in the documentation made available for the specific transaction, within the limits of what can physically be verified at the time of collection. In particular, the Buyer shall inspect the Vehicle in order to verify the conformity of the chassis number, the presence of any damage, non-conformities or apparent defects not previously indicated, as well as the presence of the accessories and equipment included in the sale. The non-conformities found shall be specifically noted in the delivery report referred to in Art. 16.10 before delivery of the Vehicle is taken. Taking delivery of the Vehicle without written reservations, or failure to note in the delivery report any non-conformities, damage or defects that are apparent or easily recognisable by means of the ordinary check required at the time of collection, constitutes proof of the unconditional acceptance of the Vehicle with regard to such matters, without prejudice to the provisions of Art. 19 on hidden defects and the applicable warranty regime. Where collection is carried out by a carrier or by another person appointed by the Buyer, it is the Buyer's responsibility to give that person the instructions necessary to ensure that the checks provided for in this paragraph are carried out and that any non-conformities, damage, apparent defects or missing items found are noted in the delivery report; the effects of the checks, statements and notes made, as well as of the omissions attributable to the person appointed to collect the Vehicle, are attributed to the Buyer in accordance with Art. 16.10. In Dealer Sales, where the Vehicle is collected from the Seller by a carrier, driver, agent or other person identified by Fleequid, the mere taking of physical delivery of the Vehicle by that person does not constitute acceptance of the Vehicle by Fleequid, or recognition of its conformity with the Technical Specifications, the Listing, the TrustReport or the other elements relating to the Vehicle, and does not entail any waiver of the warranties, remedies or objections available to Fleequid against the Seller; unless Fleequid has conferred in writing a specific power to check and accept the Vehicle, the person appointed by it to collect the Vehicle shall be deemed to be authorised exclusively to take physical delivery of and transport the Vehicle, and the failure by that person to note in the delivery report any faults, defects, damage, missing items or non-conformities may not be relied on against Fleequid as unconditional acceptance and does not entail forfeiture of the rights, warranties or remedies available to Fleequid against the Seller. In the same case Fleequid retains the right to have the Vehicle checked after collection, including at its own premises or at another place of destination, and to assert against the Seller the non-conformities, defects, damage or missing items found, within the time limits and under the rules provided for in Arts. 17.7 and 18.5. The rules laid down for the person appointed by Fleequid do not apply to the carrier or other person appointed by the Buyer, whose actions remain attributed to the Buyer. The noting of a non-conformity, damage, a defect or a missing accessory in the delivery report does not, in itself, constitute a formal complaint or recognition of the relevant objection by Fleequid or by the Seller: in order to preserve any rights it may have in relation to what has been noted, the Buyer shall submit a formal complaint within the time limits and in the manner set out in Art. 20, without prejudice to the liability and warranty regime applicable pursuant to Art. 19 depending on the Sales Model and the method of performance. In transactions supported by a Financing Solution the person entitled to carry out the checks, to sign the delivery report and to submit the complaint is identified in accordance with Art. 22 and the applicable Specific Terms and Conditions.

16.13 Where the Vehicle qualifies, under the applicable environmental legislation, as an ELV or otherwise as waste, its marketing, sale, transfer, taking charge, transport and management shall take place in compliance with the applicable environmental legislation and with any requirements, registrations, authorisations and conditions required in relation to the specific transaction. The Seller's information and documentation obligations provided for in Art. 8.3 remain unaffected. Without prejudice to the provisions of these General Terms and Conditions on the custody, availability and transfer of the Vehicle, the obligations and liabilities connected with the possession and physical management of the Vehicle remain with the person who has it at its disposal until it is taken in charge by the person entitled under the applicable environmental legislation; from that moment the obligations and liabilities proper to the person taking it in charge shall apply. The classification of the Vehicle as an ELV or as waste does not, in itself, exclude the application of the Sales Models provided for in these General Terms and Conditions, including Dealer Sales, provided that the structure of the specific transaction is compatible with the environmental legislation and with the applicable permits; Fleequid may therefore market Vehicles qualifying as ELVs or as waste according to the Sales Models and the methods of performance provided for in these General Terms and Conditions to the extent that such compatibility exists. Where Fleequid takes part in the transaction without taking physical possession of the waste, any purchase or resale of the Vehicle by Fleequid, including in the context of the Resale or of Dealer Sales, does not in itself entail taking physical possession of the Vehicle or carrying out collection, transport, treatment, recovery or disposal activities. The mere involvement of Fleequid in the transaction, the organisation or management of the Sales Event and the conclusion of the related contracts do not, in themselves, entail Fleequid acquiring the status of producer, holder, carrier or manager of the waste, or carrying out the activities reserved to persons holding the required permits, without prejudice to any qualifications, registrations and authorisations that Fleequid may hold, to the provisions of Art. 16.11 on transport arranged by Fleequid and of Art. 18.8, as well as to the mandatory provisions of law applicable in the country concerned. The activities of collection, transport, treatment, recovery, demolition or disposal of the Vehicle are carried out exclusively by persons meeting the requirements and holding the permits required by the applicable legislation. Fleequid may make participation in the specific Sales Event or the transfer of the Vehicle conditional upon verification that the Bidder, the Buyer, the carrier or the other persons involved hold the necessary authorisations, registrations or qualifications; it may also request at any time the documentation necessary to verify the proper environmental management of the transaction and may suspend, refuse or cancel the marketing or the sale where the documentation requested is not provided or proves incomplete or unreliable, or where circumstances emerge that make the transaction incompatible with the applicable legislation or with the requirements necessary for its performance. The Seller remains responsible for the accuracy and completeness of the information provided on the environmental classification of the Vehicle and indemnifies and holds harmless Fleequid against any claim, sanction, cost, expense, damage or liability arising from the failure to notify, or the inaccurate or late notification of, the Vehicle's nature as an ELV or as waste, from the breach of the environmental obligations attributable to the Seller, from the irregular management of the Vehicle before it is taken in charge by the person entitled or from the delivery of the Vehicle to persons that do not meet the applicable requirements, without prejudice to the further liabilities and remedies provided for in Arts. 8.13 and 20.8. Any more specific provisions laid down in the Special Sale Terms and Conditions for particular categories of ELVs or waste and the rules of Art. 18.8 for Dealer Sales remain unaffected.

16.14 Fleequid retains the power to verify, including after the conclusion of the Binding Agreement, that the Buyer meets the technical and professional, administrative and authorisation requirements, or any other requirements, necessary for the performance of the transaction. Where the Buyer does not meet, does not document or ceases to meet the requirements necessary to purchase, receive, register, export, demolish or treat the Vehicle, Fleequid may suspend the performance of the transaction and set the Buyer a time limit for remedying the situation; where the deficiency cannot be remedied or is not remedied within the time limit set, Fleequid may proceed with the Cancellation of the Sale pursuant to Art. 14, with the restitutionary effects provided for in Art. 15 and without prejudice to the further consequences provided for in these General Terms and Conditions where the deficiency is attributable to the Buyer. This provision is of particular relevance for Vehicles qualifying as ELVs, for transactions intended for demolition or export and for those otherwise subject to authorisations. The subsequent verification provided for in this paragraph does not call into question the conclusion of the Binding Agreement, nor does it affect the obligations that have already arisen for the Buyer.

17. Commission Sale: common rules, Resale and operation as Pure Intermediary.

17.1 The provisions of this article apply to transactions structured in accordance with the Sales Model of the Commission Sale. Within that Model, Fleequid performs the transaction by means of Resale pursuant to Art. 2.5 or may decide to act as a Pure Intermediary pursuant to Art. 2.6, with the Vehicle being transferred directly from the Seller to the Buyer. The possibility that the transaction may be performed by either method is made known before the Bid is placed, pursuant to Art. 3.2, letter a), and is accepted by adhering to these GTC. Fleequid may exercise the relevant choice even after the conclusion of the Binding Agreement and in any event no later than the making available of the Proforma, which crystallises the chosen method of performance pursuant to Art. 11.4; the Proforma is not the contractual source of the choice, but documents the exercise of a right previously made known and accepted. The choice between Resale and operation as a Pure Intermediary does not alter the Sales Model, does not bring to an end the mandate granted to Fleequid by the Seller and by the Buyer and does not affect Fleequid's right to the Commissions due from both. Fleequid's classification as a commission agent acting in its own name pursuant to Art. 1731 of the Italian Civil Code applies exclusively in the Resale pursuant to Art. 2.5; where Fleequid acts as a Pure Intermediary, the sale is concluded directly between the Seller and the Buyer pursuant to Arts. 2.6 and 17.10. Save where expressly referred to or in so far as compatible with the nature of the specific provision, the rules of this article do not apply to Dealer Sales, which are governed by Art. 18. Before the Proforma is made available, where the Seller commits one of the breaches provided for in letters c), d), e) and f) of Arts. 17.8 and 17.14 which is not covered, in respect of the same underlying fact and for the protection of the same interest, by a specific penalty provided for in these General Terms and Conditions, the Seller shall pay Fleequid, with reference to the marketing relationship referred to in Art. 8.8 and to the mandate granted to Fleequid and irrespective of the method of performance subsequently chosen, the residual penalty of 30% determined in accordance with the hierarchy of bases provided for in Art. 17.8, without prejudice to compensation for any further damage; as from the making available of the Proforma, Art. 17.8 or Art. 17.14 shall apply, depending on the chosen method of performance.

17.2 In the Commission Sale, both Parties owe Fleequid the Commissions determined in accordance with the Fleequid Fee Schedule or the further applicable conditions, in addition to the Fees for any Services rendered. The Commissions payable by the Seller accrue exclusively upon the successful completion of the transaction as provided for in Art. 12.4; those payable by the Buyer are due as provided for in the same paragraph and form part of the determination of the Total Amount Due.

Resale

17.3 Where Fleequid performs the Commission Sale by means of Resale, and provided that the conditions set out in Arts. 8.8 and 12.2 are met, Fleequid, acting in its own name and on behalf of the respective principals, formally purchases the Vehicle from the Seller and transfers it to the Buyer, thereby performing the commission mandates to sell and to purchase relating to the specific transaction. The purchase of the Vehicle by Fleequid in the context of the Resale is instrumental and functional to the subsequent transfer to the Buyer, who remains the substantial buyer in the transaction; Fleequid assumes the position of buyer and subsequent seller exclusively within the limits and for the purposes of the performance of the commission, without prejudice to the provisions of Arts. 19, 20 and 21 on warranty, liability and the linking of the contractual relationships. The conclusion of the Binding Agreement does not, in itself, entail the immediate performance of the Resale: the purchase of the Vehicle by Fleequid and the subsequent transfer to the Buyer take place exclusively following full performance of the Buyer's payment obligation pursuant to Art. 12.2, save as otherwise provided in the applicable Specific Terms and Conditions pursuant to Arts. 22.8 and 22.9. The performance of the Resale by means of the purchase of the Vehicle by Fleequid further remains conditional, until the time of purchase, upon the accuracy and completeness of the Technical Specifications and of the information contained in the Offer to Sell and in the Listing, as well as upon the correctness of the documents provided by the Seller or otherwise associated with the Vehicle, as provided for in Art. 8.8.

17.4 The price of the Vehicle due from Fleequid to the Seller in the Resale (the “Net Purchase Price”) corresponds to the Sale Price to the Buyer net of the Commissions payable by the Seller, the Fees and any other sum owed by the Seller to Fleequid pursuant to these General Terms and Conditions. The Seller expressly authorises Fleequid to set off and deduct the aforementioned amounts from the sums due to the Seller. The Net Purchase Price becomes due and payable exclusively after Fleequid has received the Total Amount Due in full from the Buyer pursuant to Art. 12.2; until that time the Seller shall have no enforceable claim against Fleequid, nor may it bring payment actions, issue payment demands or commence enforcement actions against Fleequid. The request for the issue of the invoice and any early issue thereof are of an administrative nature and do not render the consideration due and payable before the time indicated, nor do they constitute confirmation of fulfilment of the conditions laid down for the purchase of the Vehicle by Fleequid. The attainment of the Reserve Price, as determined on the basis of the MCSP set by the Seller, ensures the Seller net proceeds at least equal to the MCSP, save for the express acceptance of lower Bids pursuant to Art. 10.3. Where the sale is cancelled or its subject matter reduced pursuant to Art. 14, the Net Purchase Price due to the Seller is redetermined in accordance with the criteria provided for in Art. 14.5. The express derogation provided for in Art. 22.9 for transactions supported by a Financing Solution remains unaffected. The provisions of this paragraph do not apply where Fleequid acts as a Pure Intermediary.

17.5 Where Fleequid proceeds by means of Resale, the Seller shall, at Fleequid's request, issue to Fleequid the invoice relating to the sale of the Vehicle within 5 (five) days from the request, in EUR and in accordance with the amounts, details and instructions communicated by Fleequid. The invoice shall state the Sale Price to the Buyer as well as the Commissions, the Fees and any reimbursement of expenses due to Fleequid, in addition to VAT where due by law; after setting off the amounts due pursuant to Art. 17.4, Fleequid shall settle the invoice in favour of the Seller once the Net Purchase Price has become due and payable pursuant to the same Art. 17.4. In the event of delay in issuing or transmitting the invoice beyond the aforementioned time limit, the Seller shall pay Fleequid a penalty of €150.00 (EUR one hundred and fifty/00) for each day of delay and for each Vehicle concerned, until performance, which penalty Fleequid shall be entitled to set off against the invoice amount, without prejudice to compensation for any further damage. Where, as a result of non-payment by the Buyer, the Cancellation of the Sale, the reduction of its subject matter, the correction of the transaction or any other cause provided for in these General Terms and Conditions, it becomes necessary to issue a credit note or a reversal or correction document, or to reissue the invoice, including as a consequence of a new sale of the Vehicle to a different Bidder for a different amount, the Seller shall do so within 5 (five) days from Fleequid's request; in the event of delay attributable to the Seller, the same daily penalty shall apply, which Fleequid shall be entitled to set off or deduct from subsequent sums due. The provisions of Arts. 15 and 16.2 relating to restitution, tax documentation and the further formalities necessary for the performance or reinstatement of the transaction remain unaffected.

17.6 The Buyer acknowledges and accepts that, in the Commission Sale performed by means of Resale, the purchase of the Vehicle by Fleequid is exclusively instrumental to its subsequent Resale to the Buyer and that the transaction is performed “subject to sale”, remaining conditional upon the actual availability of the Vehicle at the Seller's premises and its actual transfer from the Seller to Fleequid. The “subject to sale” clause does not affect the conclusion of the Binding Agreement or the obligations already incumbent on the Buyer, but governs the subsequent performance phase of the Resale. Where, owing to a circumstance attributable to the Seller, to the loss, destruction, non-conformity or supervening unavailability of the Vehicle or to any other circumstance preventing Fleequid from acquiring ownership thereof and performing the Resale, the transaction cannot be completed, Fleequid may proceed with the Cancellation of the Sale pursuant to Art. 14, without prejudice to the consequences provided for vis-à-vis the Seller. In such case the Buyer is entitled to the restitution of the sums that must be returned to it as provided for in Art. 15 but, save in the case of wilful misconduct or gross negligence on the part of Fleequid and save as mandatorily provided for by law, may not claim from Fleequid any further indemnity or compensation for the failure to perform, or the loss or unavailability of the Vehicle, attributable to the Seller. Fleequid's rights against the Seller, including penalties, indemnities, reimbursements, recourse and compensation for any further damage, remain unaffected.

17.7 Where Fleequid proceeds by means of Resale, Fleequid, in its capacity as purchaser of the Vehicle from the Seller, may notify the Seller of any non-conformities and apparent defects within 15 (fifteen) days from delivery of the Vehicle to the Buyer or, if later, within 15 (fifteen) days from receipt by Fleequid of the Buyer's complaint relating to the same non-conformity or the same defect. For hidden defects, Fleequid may give the notification within 1 (one) month from discovery or, if later, within 1 (one) month from receipt of the Buyer's complaint from which the defect emerges or in which it is notified. The Parties expressly agree that the aforementioned time limits take account of the structure of the Resale and of the fact that any defects or non-conformities may emerge only following delivery, use or the checks carried out by the Buyer. Payment of the Net Purchase Price to the Seller, any taking of delivery or temporary holding of the Vehicle by Fleequid, its movement, as well as the preparation of a TrustReport or the carrying out of inspections by Fleequid or by persons appointed by it do not constitute acceptance of the Vehicle as free from defects or as conforming to the Seller's representations and do not entail any waiver of the rights and remedies available to Fleequid. The Seller's liability and obligations of indemnity, reimbursement and recourse provided for in Arts. 8.13 and 19.6 remain unaffected; in addition to compensation for damage, the Seller shall reimburse Fleequid for the sums, costs, repair expenses and any other charge that Fleequid has incurred vis-à-vis its own Buyer for circumstances attributable to the Seller, with an express right of recourse.

17.8 Fleequid is entitled to terminate, in whole or in part, pursuant to Art. 1456 of the Italian Civil Code, the contractual relationship relating to the purchase of the Vehicle from the Seller, by written notice declaring its intention to rely on this express termination clause, and to proceed with the Cancellation of the Sale pursuant to Art. 14, where the Seller: a) has created or allowed the creation of Encumbrances on the Vehicle in addition to those declared, or has failed to remove them within the time limits provided for in Art. 8.3; b) is unable to ensure the unencumbered transfer of the Vehicle because the net proceeds due to it prove insufficient to satisfy the creditors entitled to the release of the asset and the further amounts due in relation to the transaction, or because the beneficiaries of the Encumbrances refuse the release or the unencumbered sale; c) has provided, during the registration process, in submitting the Offer to Sell or thereafter, false, inaccurate, fraudulent, outdated or incomplete information or documents relevant to the specific transaction; d) breaches the obligations provided for in these General Terms and Conditions concerning ownership, availability, custody and preservation of the Vehicle, truthfulness of information, documentation, exclusivity, transfer of ownership, delivery, environmental legislation or third-party rights; e) breaches mandatory rules or administrative provisions applicable to the marketing, transfer or management of the Vehicle, or third-party rights, in such a way as to prejudice the continuation of the transaction or render it risky; f) refuses or fails to transfer ownership of the Vehicle or to carry out the acts or formalities or provide the cooperation necessary for the registration of the Vehicle in, or its transfer into, the name of Fleequid, or is in breach of the obligation to make it available or deliver it as provided for in these General Terms and Conditions. Fleequid further retains the right to suspend the transaction or the marketing of the Vehicle and to adopt the measures reasonably necessary where this is appropriate to prevent fraud, protect the security of the Marketplace, of Fleequid, of the Buyer or of third parties, verify situations of risk, carry out investigations or ensure compliance with the applicable legislation, including environmental legislation; the adoption of such measures is precautionary in nature and does not in itself entail the exercise of the express termination clause or the application of the penalty provided for in this paragraph, which presuppose that a breach of contract or of law attributable to the Seller has been established. In the event of termination or Cancellation on one of the grounds provided for in this paragraph, the Commissions payable by the Seller which may have already accrued pursuant to Art. 12.4, the Fees, the costs and expenses incurred by Fleequid in relation to the transaction and the further amounts accrued on a separate legal basis remain due. In the cases referred to in letters c), d), e) and f), unless the same underlying fact is already covered, for the protection of the same interest, by a specific penalty provided for in these General Terms and Conditions, including, by way of example, those referred to in Arts. 8.9, 8.11, 8.12 and 16.9, the Seller shall also pay Fleequid, by way of penalty, an amount equal to 30% of the Reserve Price determined for the first Auction relating to the Vehicle, any subsequent reductions of the Reserve Price being irrelevant, or, where no Auction with a Reserve Price has been held for the Vehicle but a Reserve Price has been set for the specific transaction, to 30% of such Reserve Price, or again, where no Reserve Price has been set for the specific transaction, to 30% of the Sale Price to the Buyer or, failing also the Sale Price to the Buyer, to 30% of the MCSP relating to the specific transaction, save as provided for in Art. 18.5 for Dealer Sales, without prejudice to compensation for any further damage. In cases where, pursuant to the preceding sentence and Art. 15.8, a specific penalty applies in place of that provided for in this paragraph, the right of termination pursuant to Art. 1456 of the Italian Civil Code and the further consequences provided for in this paragraph other than the penalty remain unaffected; the consequences provided for distinct facts or breaches may, by contrast, be cumulated, as provided for in Art. 15.8. With reference to the refusal or failure to transfer ownership of the Vehicle referred to in letter f), the penalty provided for in this paragraph does not apply in respect of the same fact even before the conditions constituting the refusal provided for in Art. 8.11 are met; once such conditions are met, the specific penalty provided for in Art. 8.11, letter a), applies, the right of termination pursuant to Art. 1456 of the Italian Civil Code and the further consequences provided for in this paragraph other than the penalty remaining unaffected.

17.9 The linking clause referred to in Art. 21, to which reference is made in full, applies to the Commission Sale performed by means of Resale.

Operation as Pure Intermediary

17.10 Where Fleequid acts as a Pure Intermediary pursuant to Art. 2.6, the sale is concluded directly between the Seller and the Buyer and the Vehicle is transferred directly from the Seller to the Buyer, without Fleequid concluding the sale, either in its own name or as a party, without Fleequid acquiring ownership of the Vehicle, even temporarily, and without Fleequid assuming the capacity of seller, even as formal seller. The price of the Vehicle is owed by the Buyer directly to the Seller and does not pass through Fleequid's accounts, without prejudice to the Commissions, the Fees and the further amounts due to Fleequid. The Seller and the Buyer shall carry out directly, with any cooperation and coordination provided by Fleequid, all the formalities necessary for the transfer of ownership, invoicing, documentation, delivery and collection of the Vehicle as provided for in Arts. 11, 12 and 16. Any assistance, coordination or administrative management activity carried out by Fleequid does not entail the assumption by Fleequid of the capacity of buyer or seller of the Vehicle, or of debtor or creditor of the relevant price, Fleequid remaining party to the separate mandate relationships with the Seller and with the Buyer and retaining the right to the Commissions and to the further amounts due to it.

17.11 Where Fleequid acts as a Pure Intermediary, the Seller shall issue and transmit to the Buyer the sales invoice for the Vehicle within 5 (five) days from receipt of the details necessary for its issue pursuant to Art. 11.4; the invoice must correspond to the price due directly to the Seller, plus VAT where applicable. In the event of delay in issuing or transmitting the invoice, the Seller shall pay Fleequid a penalty of €150.00 (EUR one hundred and fifty/00) for each day of delay and for each Vehicle concerned, until performance, without prejudice to compensation for any further damage. Where it becomes necessary to issue a credit note or a reversal or correction document, or to reissue the invoice, the Seller shall do so within 5 (five) days from Fleequid's request, the same penalty applying in the event of delay. Any delay by the Seller in issuing or transmitting the invoice neither suspends nor defers the Buyer's Payment Period, provided that the Proforma contains all the elements necessary to enable payment to be made. The tax documents relating to the Commissions, the Fees and the further amounts due to Fleequid are issued by Fleequid as provided for in Art. 16.2.

17.12 Where Fleequid acts as a Pure Intermediary, the transfer of ownership of the Vehicle from the Seller to the Buyer remains deferred by agreement until full performance of the payment obligation pursuant to Art. 12.2 and completion of the necessary formalities, as provided for in Art. 16.4, to which reference is also made for the ordinary time limit of 10 (ten) days for completion of the transfer formalities and for the possibility of a different time limit provided for in the Special Sale Terms and Conditions. The provisions of Art. 16 apply to delivery, collection, failure to collect, the passing of risk, the inspection of the Vehicle and transport.

17.13 Where Fleequid acts as a Pure Intermediary, neither Art. 17.4 nor Art. 17.8 applies, Art. 17.14 applying in place of the latter; likewise, the authorisation referred to in Art. 1395 of the Italian Civil Code, the reference to Art. 1515(3) of the Italian Civil Code contained in Art. 2.5, and the linking clause referred to in Art. 21, which applies exclusively to the Resale, do not apply. The warranty regime vis-à-vis the Buyer is governed by Art. 19 and, in particular, by Art. 19.7, letter b); the complaint procedure is governed by Art. 20; the restitutionary and financial effects are governed by Art. 15.

17.14 Where Fleequid acts as a Pure Intermediary, Fleequid is entitled to terminate, pursuant to Art. 1456 of the Italian Civil Code, the mandate relationship with the Seller relating to the specific transaction referred to in Art. 17.10, by written notice declaring its intention to rely on this express termination clause, and to proceed with the Cancellation of the Sale pursuant to Art. 14, where the Seller: a) has created or allowed the creation of Encumbrances on the Vehicle in addition to those declared, or has failed to remove them within the time limits provided for in Art. 8.3; b) is unable to ensure the unencumbered transfer of the Vehicle to the Buyer because the sums due to it prove insufficient to satisfy the creditors entitled to the release of the asset, or because the beneficiaries of the Encumbrances refuse the release or the unencumbered sale; c) has provided, during the registration process, in submitting the Offer to Sell or thereafter, false, inaccurate, fraudulent, outdated or incomplete information or documents relevant to the specific transaction; d) breaches the obligations provided for in these General Terms and Conditions concerning ownership, availability, custody and preservation of the Vehicle, truthfulness of information, documentation, exclusivity, transfer of ownership, delivery, environmental legislation or third-party rights; e) breaches mandatory rules or administrative provisions applicable to the marketing, transfer or management of the Vehicle, or third-party rights, in such a way as to prejudice the continuation of the transaction or render it risky; f) refuses or fails to transfer ownership of the Vehicle directly to the Buyer or to carry out the acts or formalities or provide the cooperation necessary for the registration of the Vehicle in, or its transfer into, the name of the Buyer, or is in breach of the obligation to make it available or deliver it as provided for in these General Terms and Conditions. The exercise of the aforementioned rights concerns exclusively the relationship between Fleequid and the Seller and the transaction managed by Fleequid and does not entail the assumption by Fleequid of the capacity of party to the sale concluded directly between the Seller and the Buyer, the rights and remedies available to the Buyer against the Seller and the restitutionary effects provided for in Art. 15 remaining unaffected. Fleequid further retains the right to suspend the transaction or the marketing of the Vehicle and to adopt the measures reasonably necessary where this is appropriate to prevent fraud, protect the security of the Marketplace, of Fleequid, of the Buyer or of third parties, verify situations of risk, carry out investigations or ensure compliance with the applicable legislation, including environmental legislation; the adoption of such measures is precautionary in nature and does not in itself entail the exercise of the express termination clause or the application of the penalty provided for in this paragraph, which presuppose that a breach of contract or of law attributable to the Seller has been established. In the event of termination or Cancellation on one of the grounds provided for in this paragraph, the Commissions payable by the Seller which may have already accrued pursuant to Art. 12.4, the Fees, the costs and expenses incurred by Fleequid in relation to the transaction and the further amounts accrued on a separate legal basis remain due. In the cases referred to in letters c), d), e) and f), unless the same underlying fact is already covered, for the protection of the same interest, by a specific penalty provided for in these General Terms and Conditions, including, by way of example, those referred to in Arts. 8.9, 8.11, 8.12 and 16.9, the Seller shall also pay Fleequid, by way of penalty, an amount equal to 30% of the Reserve Price determined for the first Auction relating to the Vehicle, any subsequent reductions of the Reserve Price being irrelevant, or, where no Auction with a Reserve Price has been held for the Vehicle but a Reserve Price has been set for the specific transaction, to 30% of such Reserve Price, or again, where no Reserve Price has been set for the specific transaction, to 30% of the Sale Price to the Buyer or, failing also the Sale Price to the Buyer, to 30% of the MCSP relating to the specific transaction, without prejudice to compensation for any further damage. In particular, for the refusal to transfer ownership of the Vehicle directly to the Buyer, the penalty provided for in Art. 8.11, letter c), continues to apply. In cases where, pursuant to the preceding sentences and Art. 15.8, a specific penalty applies in place of that provided for in this paragraph, the right of termination pursuant to Art. 1456 of the Italian Civil Code, the right of Cancellation and the further consequences provided for in this paragraph other than the penalty remain unaffected; the consequences provided for distinct facts or breaches may, by contrast, be cumulated, as provided for in Art. 15.8. With reference to the refusal or failure to transfer ownership of the Vehicle referred to in letter f), the penalty provided for in this paragraph does not apply in respect of the same fact even before the conditions constituting the refusal provided for in Art. 8.11 are met; once such conditions are met, the specific penalty provided for in Art. 8.11, letter c), applies, the right of termination pursuant to Art. 1456 of the Italian Civil Code, the right of Cancellation and the further consequences provided for in this paragraph other than the penalty remaining unaffected.

18. Dealer Sales.

18.1 In Dealer Sales Fleequid purchases the Vehicle from the Seller in its own name and on its own behalf and resells it to the Buyer in its own name and on its own behalf, assuming the capacity of substantial party to both sales, respectively as buyer in the relationship with the Seller and as seller in the relationship with the Buyer. The two sale relationships are separate and independent and each is governed by its own financial terms. In Dealer Sales Fleequid does not act as mandatary or commission agent of the Seller or of the Buyer and the provisions of these General Terms and Conditions that presuppose the Commission Sale do not apply, save where expressly referred to. In Dealer Sales the Commissions specific to the Commission Sale are not due, without prejudice to the Fees and any further amounts due on a separate legal basis; any difference between the Purchase Price and the Sale Price to the Buyer constitutes the financial result of the purchase and sale activity carried out by Fleequid and not a Commission, nor a parameter for determining the Commissions or the penalties calculated by reference to them.

18.2 In Dealer Sales the purchase of the Vehicle by Fleequid may take place following the identification of a specific Buyer, including as the outcome of an Auction or of another Sales Event organised via the Marketplace (“back-to-back purchase”). In such case the purchase relationship between the Seller and Fleequid is subject to the rules provided for in Art. 8.8, including the condition precedent relating to the performance of the purchase, agreed in the exclusive interest of Fleequid. Fleequid is nevertheless entitled, at its discretion, to purchase the Vehicle before the identification of a specific Buyer and to market or resell it subsequently, including by means of one or more Sales Events (“purchase for stock”). In such case the purchase of the Vehicle by Fleequid is independent of the subsequent sale to the Buyer, does not depend on the existence of a Binding Agreement and is not subject to the condition provided for in Art. 8.8, unless otherwise agreed between Fleequid and the Seller. The purchase for stock may also take place where it is agreed that the Vehicle shall temporarily remain in use by, or otherwise at the disposal of, the Seller; in such case the fact that the Vehicle physically remains with the Seller does not, in itself, affect the fact that the purchase by Fleequid has taken place or the effects already produced by the relevant contract, without prejudice to the provisions of these General Terms and Conditions and of any conditions applicable to the specific transaction concerning custody, use, delivery and transfer of risk. The rules provided for in Art. 13 for transactions in which, after the conclusion of the Binding Agreement with the Buyer, the Vehicle temporarily remains in use by the Seller likewise remain unaffected, where the relevant conditions are met.

18.3 The Purchase Price due from Fleequid to the Seller is independently agreed between Fleequid and the Seller and may not be lower than the MCSP indicated in the Offer to Sell, where the MCSP is applicable to the case in question, unless the Seller expressly accepts a different, lower amount. Before the start of the Sales Event, the Purchase Price or the financial criterion, already accepted by the Seller, enabling it to be determined must have been established and made known to the Seller pursuant to Art. 3.7, letter b). In the purchase for stock such elements are determined within the purchase relationship between Fleequid and the Seller. The Sale Price to the Buyer is independent of the Purchase Price and is determined in accordance with the rules applicable to the specific Sales Event; there is no necessary link between the two prices.

18.4 In Dealer Sales the Seller shall, at Fleequid's request, issue to Fleequid the invoice relating to the sale of the Vehicle within 5 (five) days from the request, in accordance with the details and instructions communicated by Fleequid. The invoice is issued with reference to the Purchase Price agreed pursuant to Art. 18.3, plus VAT where applicable and any further amounts relating exclusively to the relevant sale relationship. In the event of delay in issuing or transmitting the invoice, the Seller shall pay Fleequid a penalty of €150.00 (EUR one hundred and fifty/00) for each day of delay and for each Vehicle concerned, until performance, without prejudice to compensation for any further damage. Where it becomes necessary to issue a credit note or a reversal or correction document, or to reissue the invoice, the Seller shall do so within 5 (five) days from Fleequid's request, the same penalty applying in the event of delay. The invoicing by Fleequid to the Buyer, governed by Art. 16.2, remains separate and independent.

18.5 In the purchase relationship between the Seller and Fleequid, the representations, warranties and obligations of indemnity, reimbursement and recourse imposed on the Seller by these General Terms and Conditions, including those provided for in Arts. 8.3, 8.12, 8.13 and 19.6, remain fully unaffected, as do the rules on notification and the related time limits referred to in Art. 17.7 and the express termination clause and the financial consequences referred to in Art. 17.8, which apply to the purchase contract concluded by Fleequid in Dealer Sales; for the purposes of determining the penalty provided for in Art. 17.8, where neither a Reserve Price nor a Sale Price to the Buyer exists for the Vehicle, as may occur in particular in the purchase for stock, the final subsidiary basis is, in place of the MCSP, the Purchase Price due from Fleequid to the Seller. The purchase of the Vehicle by Fleequid neither extinguishes nor reduces such protections. The indemnity referred to in Art. 8.13 expressly operates also with reference to claims brought by the Buyer against Fleequid as substantial seller, as well as to the sums, costs, repairs, expenses, charges and damages that Fleequid incurs in that capacity for acts, defects, faults, omissions or breaches attributable to the Seller, with a right of recourse and of full reimbursement against the Seller. Where a non-conformity, a defect, damage to the Vehicle or other circumstance attributable to the Seller emerges, or is notified by the Buyer, after the resale of the Vehicle, Fleequid retains the right to assert it against the Seller within the time limits provided for in Art. 17.7, running, where the fact was not already previously known to Fleequid, from its discovery or from receipt of the Buyer's complaint. Payment of the Purchase Price, the taking of delivery of the Vehicle by Fleequid or by persons appointed by it and the subsequent resale to the Buyer do not entail any waiver of the rights of indemnity, recourse or reimbursement or of the further remedies available to Fleequid against the Seller.

18.6 The transfer of ownership and the passing of risk from the Seller to Fleequid take place as agreed in the relevant purchase relationship and, failing that, at the time of delivery of the Vehicle to Fleequid or to the person appointed by it. The transfer of ownership of the Vehicle from Fleequid to the Buyer and the passing of the related risk are governed by Art. 16 and, in particular, by Arts. 16.4 and 16.5, to which reference is made, including in cases where Fleequid has acquired ownership of the Vehicle prior to full performance of the Buyer's payment obligation, in the context of a purchase for stock or as a result of the waiver of the condition provided for in Art. 8.8 in the back-to-back purchase. The provisions of Arts. 13.9 and 18.7 remain unaffected where the Vehicle temporarily remains in use by, or otherwise at the disposal of, the Seller. Any different provisions of the Specific Terms and Conditions applicable to the individual transaction remain unaffected, including where a Financing Solution is involved.

18.7 In the purchase for stock Fleequid markets and resells the Vehicle as owner and substantial seller vis-à-vis the Buyer and this circumstance is made known as provided for in Art. 3.2. As from the completion of the purchase of the Vehicle by Fleequid, the provisions of Arts. 8.8, 8.9, 8.10 and 8.11 cease to apply pro futuro in the relationship with the Seller: where the purchase for stock is preceded by a phase of marketing of the Vehicle through Fleequid, such provisions operate until the completion of the purchase; where the purchase for stock is direct and not preceded by any marketing phase, they are inapplicable from the outset. In any event, the rights and penalties already accrued before the completion of the purchase remain unaffected, as do the Seller's obligations intended to survive the purchase, including those relating to warranties, representations, indemnities, liability, delivery of documentation, tax matters, reimbursement, recourse and compensation, as provided for in Art. 18.5. Where, before the opening of the Sales Event, Fleequid has already acquired physical possession of the Vehicle and the Seller's obligations necessary for its delivery and subsequent resale have been performed, the “subject to sale” clause referred to in Art. 17.6 does not apply, Fleequid being liable for delivery of the Vehicle as seller. Where, by contrast, the Vehicle, although already purchased by Fleequid, temporarily remains in use by, or otherwise at the disposal of, the Seller, or has yet to be made available or delivered by the Seller, the rules provided for in Art. 17.6 apply, in so far as compatible; in such case the conclusion of the Binding Agreement with the Buyer is not conditional upon the completion or effectiveness of the purchase of the Vehicle by Fleequid, which have already occurred, but the subsequent performance of the sale remains conditional upon the actual availability of the Vehicle and its delivery by the Seller in the agreed condition. Where, owing to breach by the Seller, loss, destruction, non-conformity such as to prevent performance of the sale in the agreed condition, supervening unavailability of the Vehicle or any other circumstance attributable to the relationship with the Seller, Fleequid is unable to perform the sale to the Buyer, Fleequid may proceed with the Cancellation of the Sale as provided for in Arts. 14 and 15; in such case, save in the case of wilful misconduct or gross negligence on the part of Fleequid and save as mandatorily provided for by law, the Buyer is entitled to the restitution of the sums that must be returned to it pursuant to Art. 15, with no right to further indemnity or compensation from Fleequid for circumstances attributable to the Seller. In any event, in the relationship between Fleequid and the Seller, all obligations arising from the purchase relationship not yet performed remain unaffected, as do the warranties, the penalties, the obligations of indemnity, reimbursement and recourse and the further remedies provided for in these General Terms and Conditions.

18.8 The classification of the Vehicle as an ELV or otherwise as waste under the applicable environmental legislation does not, in itself, exclude the application of Dealer Sales, provided that the structure of the specific transaction is compatible with the applicable legislation and with the permits, authorisations and requirements to be met by the persons involved in it and that Fleequid holds any authorisations that may be necessary. In such transactions Fleequid acts within the limits permitted by the applicable legislation and permits, without assuming, by the mere fact of the application of Dealer Sales or of the conclusion of the relevant sales contracts, physical possession of the waste or any activity of collection, transport, treatment, recovery, scrapping or disposal. The provisions of Art. 16.13 and any Special Sale Terms and Conditions applicable to the specific transaction remain unaffected.

18.9 In the relationship between Fleequid and the Buyer, the warranty regime applicable to sales concluded under Dealer Sales is governed by Art. 19 and, in particular, by Art. 19.7, letter c), and by the further provisions referred to therein. The complaint procedure is governed by Art. 20. In the relationship between Fleequid and the Seller from whom the Vehicle was purchased, the rights, warranties and obligations of indemnity, reimbursement and recourse provided for in Art. 18.5 and in the further applicable provisions remain unaffected.

19. Warranties, exclusions and limitations.

19.1 The provisions of this article govern in full, to the extent permitted by law and taking into account the professional nature of the Users and the characteristics of the Vehicles marketed through Fleequid, the regime of warranties, exclusions and limitations of liability applicable to the sale of the Vehicle vis-à-vis the Buyer, depending on the applicable Sales Model, the chosen method of performance and the person who, in the specific transaction, has the status of substantial seller. This article is the sole place in which the warranty is governed in relations with the Buyer: the provisions of Arts. 17 and 18 retain exclusively the rules on liabilities, warranties, indemnities and recourse in the relationship between Fleequid and the Seller and do not anticipate, summarise or reproduce the regime provided for in this article, to which they refer.

19.2 The Buyers acknowledge and accept that the Vehicles marketed through Fleequid, unless otherwise expressly indicated in individual cases, are used and are sold exclusively between Professionals (B2B), in their existing factual and legal condition, under the “as seen, tested and accepted”, “as is” and “as available” clause, taking into account their nature, age, mileage, state of use and the information made available before the Bid is placed. In the Commission Sale, even where Fleequid proceeds by means of Resale, Fleequid provides no independent warranty on the Vehicle or its individual components and does not, by reason of the Resale, acquire the status of substantial seller for warranty purposes; the exclusions, limitations, indemnities and rules on the relationship between Seller and Buyer provided for in this article remain unaffected. In Dealer Sales, in which Fleequid has the status of substantial seller vis-à-vis the Buyer, the Parties, both being Professionals, expressly agree, to the extent permitted by law, to exclude and in any event contractually limit the warranty owed by Fleequid to the sole cases and within the sole limits expressly provided for in these General Terms and Conditions, in the Specific Terms and Conditions or in the Special Sale Terms and Conditions applicable to the specific transaction. The Buyer therefore acknowledges that Fleequid provides no further warranty, express or implied, in relation to the Vehicle, its components or accessories, their wear and tear, efficiency, fitness for particular uses or the durability over time of their performance, save as mandatorily provided for by law or expressly undertaken by Fleequid for the specific transaction.

19.3 Before placing the Bid, the Buyer is required to examine, with the diligence required by its professional status, the Listing, the Technical Specifications, the TrustReport where available, the photographs, the documentation and any other information made available in relation to the Vehicle, and to avail itself of the opportunity to view, inspect and test the Vehicle. Faults, defects, non-conformities, conditions of use, wear and tear, lack of conformity or shortcomings — including those concerning parts that are not immediately visible or not easily accessible — which were apparent from the information or documentation made available, or which the Buyer could have discovered by examining the same or by availing itself of the opportunity to inspect and test the Vehicle, may not be classified as hidden defects and may not found claims for warranty, price reduction, indemnification or compensation. Failure to carry out the inspection or the test, which are always offered by Fleequid, is at the Buyer's risk and may not result in any extension of the applicable warranty regime. The duty of examination and inspection provided for in this paragraph applies in all Sales Models and in all methods of performance.

19.4 The Buyer acknowledges and accepts that the mileage of the Vehicle indicated in the Technical Specifications, in the Listing, in the TrustReport or in the documentation relating to the Sales Event is always subject to a tolerance of 15,000 km; accordingly, a mileage up to 15,000 km higher than that indicated does not constitute a fault, non-conformity or lack of quality of the Vehicle and may not found claims for warranty, price reduction, indemnification or compensation, without prejudice to the specific provisions of Art. 16.11 regarding any increase in mileage resulting from the transfer of the Vehicle by road. With reference to the degree of age, the wear and tear and the characteristics of the specific category of Vehicle, the Buyer further acknowledges that the following are subject to a regime of particular limitation of the warranty:

a) Vehicles classified as buses whose mileage exceeds 250,000 km or whose first registration dates back more than four (4) calendar years;

b) Vehicles that are non-running, indicated as damaged or exclusively intended for scrapping;

c) Vehicles whose Sale Price to the Buyer is less than €50,000.00 (EUR fifty thousand/00).

In the Commission Sale, even where Fleequid proceeds by means of Resale, Fleequid is not liable for the defects, anomalies, wear and tear, functional deficiencies or other conditions of the Vehicle falling within the aforesaid cases, even where not immediately visible or knowable, without prejudice to the liability and warranty regime of the substantial Seller within the limits provided for in this article. In Dealer Sales the Parties expressly agree that, for Vehicles falling within the aforesaid cases, the defects, anomalies, wear and tear, functional deficiencies, lack of qualities and other conditions attributable to the age, mileage, state of use, intended use or characteristics of the Vehicle, even where not immediately visible or knowable, are excluded from the warranty owed by Fleequid, to the extent permitted by law, save as expressly warranted by Fleequid in the specific transaction and as provided for in Art. 19.8.

19.5 The TrustReport is the Vehicle inspection document prepared by Fleequid or commissioned by it from third parties and is of an exclusively informative nature within the limits of the checks expressly indicated therein. In particular, the TrustReport:

a) comprises exclusively the checks and verifications indicated therein, carried out in the manner described therein; anything not expressly included therein shall be deemed not to have been checked;

b) constitutes neither a warranty as to the overall condition of the Vehicle, nor an attestation of the absence of faults, defects, failures, anomalies or non-conformities, nor a certification of the Vehicle's conformity with a given technical or quality standard;

c) represents the condition of the Vehicle resulting from the checks carried out on the date of the inspection and does not guarantee that the same conditions will persist until delivery or collection;

d) does not replace the examination, inspection or testing of the Vehicle by the Buyer and neither removes nor reduces the duties incumbent on the Buyer pursuant to Art. 19.3;

e) does not extend the warranty regime applicable to the specific transaction and does not derogate from the exclusions and limitations provided for in these General Terms and Conditions;

f) does not release the Seller from the obligations to ensure that the information relating to the Vehicle is truthful, complete and up to date, nor from the warranties, indemnities and further obligations incumbent on the Seller.

In the Commission Sale, even where Fleequid proceeds by means of Resale, the preparation or procurement of the TrustReport does not entail the assumption by Fleequid of an independent warranty on the Vehicle. In Dealer Sales the preparation, procurement or availability of the TrustReport, before or after the purchase of the Vehicle by Fleequid, does not constitute, in the relationship between Fleequid and the Seller, unreserved acceptance of the Vehicle, acknowledgement of its conformity or a waiver of the warranties, objections, indemnities or rights of reimbursement and recourse available to Fleequid. The same provisions apply, in so far as compatible, to the technical dossiers, inspections, tests and further Vehicle verification activities carried out by Fleequid or by persons appointed by it.

19.6 The Seller remains responsible for the truthfulness, completeness and updating of the information, statements and documentation relating to the Vehicle, including the Offer to Sell, the Technical Specifications, the Listing, any technical dossier and the information incorporated in the TrustReport, even where such content has been prepared, completed or published with the support of Fleequid or of persons appointed by it. The Seller is also liable, within the limits provided for in these General Terms and Conditions, for the faults, defects, non-conformities, lack of qualities, damage, anomalies and further conditions of the Vehicle existing prior to its transfer or attributable to acts, omissions or breaches for which the Seller is responsible, and is required to notify Fleequid promptly of any relevant circumstance of which it becomes aware. In the Commission Sale, even where Fleequid proceeds by means of Resale, the Seller retains the position of substantial seller with regard to the characteristics, qualities, faults and non-conformities of the Vehicle; the Resale, the temporary acquisition of ownership by Fleequid, the payment of the price, the taking of delivery or the movement of the Vehicle, the preparation of the TrustReport or the carrying out of inspections do not entail the assumption by Fleequid of an independent warranty on the Vehicle and do not release the Seller from the liabilities, warranties and indemnity obligations provided for in these General Terms and Conditions, without prejudice in particular to Fleequid's rights under Arts. 8.13 and 17.7. Where Fleequid acts as a Pure Intermediary, the warranty relating to the Vehicle operates directly between the Seller and the Buyer, without prejudice to the exclusions, limitations and time limits provided for in this article. In Dealer Sales Fleequid is liable to the Buyer as substantial seller exclusively within the limits of the warranty regime agreed in this article and in the further conditions applicable to the specific transaction; however, in the relationship between Fleequid and the Seller from whom the Vehicle was purchased, the latter's liability for the acts, faults, defects, omissions and breaches attributable to it remains unaffected, with the obligation to indemnify and to reimburse in full and with the right of recourse as provided for in Arts. 8.13 and 18.5.

19.7 In relations with the Buyer, the warranty regime relating to the Vehicle is structured as follows:

a) Commission Sale by means of Resale. Where, even on a residual basis, the existence of hidden defects, faults, non-conformities or lack of qualities of the Vehicle not excluded pursuant to the preceding paragraphs could be identified, the Buyer acknowledges and accepts that Fleequid takes part in the transaction as commission agent and not as substantial seller, purchasing the Vehicle from the Seller exclusively for the purposes of the subsequent Resale to the Buyer. Fleequid is not required to carry out inspections, technical checks or verifications beyond those which it may have expressly undertaken and provides no independent warranty on the Vehicle. To the extent permitted by law, the Buyer therefore waives the right to bring against Fleequid any claims for warranty, termination, price reduction, indemnification or compensation based on the characteristics, qualities, faults, defects or non-conformities of the Vehicle and undertakes to indemnify and hold harmless Fleequid against any related claim, demand, action, cost, expense or charge, without prejudice to any claims available against the substantial Seller. The linking clause referred to in Art. 21 shall apply.

b) Commission Sale with Fleequid acting as a Pure Intermediary. Where Fleequid acts pursuant to Art. 2.6, the sale and the related warranty relationship operate directly and exclusively between the Seller and the Buyer, within the limits, with the exclusions and in accordance with the contractual time limits provided for in this article, which the Seller and the Buyer expressly agree to apply also to their direct relationship. Fleequid does not purchase the Vehicle, does not acquire the status of seller and is not liable for its conformity, its qualities, its faults or defects, nor for the performance of the Seller's warranty obligations. The Seller and the Buyer, each to the extent of its own responsibility, undertake to indemnify and hold harmless Fleequid against any claim, action, objection, request for warranty, restitution, price reduction, indemnification or compensation, as well as the related costs and expenses, concerning the Vehicle or the related sale. The linking clause referred to in Art. 21 shall not apply, since Fleequid is not a party to the sale.

c) Dealer Sales. In sales concluded under Dealer Sales, Fleequid has the status of substantial seller vis-à-vis the Buyer, but the warranty is exclusively that resulting from the agreement between Professionals contained in this article, with all the exclusions, limitations, preconditions and forfeitures provided for therein. No further warranty, express or implied, may be regarded as given by Fleequid unless it is specifically undertaken in writing in the individual transaction. Faults, defects or non-conformities must be notified, under penalty of forfeiture, within the time limits and in the manner provided for in Art. 20.2 and in any event within 30 (thirty) calendar days from delivery and on condition that the Vehicle has not subsequently travelled more than 1,000 (one thousand) km, time limits which the Parties expressly agree constitute contractual forfeiture time limits pursuant to Art. 1495 of the Italian Civil Code. The provisions of Art. 16.12 on apparent faults, damage and non-conformities detectable at the time of delivery also remain unaffected. Any liability of Fleequid may under no circumstances extend beyond the warranty regime expressly agreed, without prejudice to the warranties, indemnities, reimbursement obligations and rights of recourse available to Fleequid against the original Seller pursuant to Arts. 8.13, 18.5 and 19.6. The linking clause referred to in Art. 21 does not apply to Dealer Sales and the related rules are not capable of being applied by analogy.

In any event, the receipt, assessment or handling of a complaint by Fleequid, the request for documentation, the carrying out of checks or expert appraisals, the making of settlement proposals or any financial contribution aimed at resolving the dispute do not constitute an acknowledgement of liability, an extension of the warranty, a waiver of objections or forfeitures or the assumption of obligations beyond those expressly provided for in these General Terms and Conditions.

19.8 The exclusions and limitations of warranty and liability, the indemnities and the contractual forfeiture time limits provided for in this article, in Art. 20 and in the further provisions of these General Terms and Conditions operate to the maximum extent permitted by law and are disapplied only in cases where a mandatory provision prevents them from taking effect. In particular, the following remain unaffected: a) the prohibition on excluding or limiting in advance liability for wilful misconduct or gross negligence, pursuant to Art. 1229(1) of the Italian Civil Code; b) the provisions of Art. 1490(2) of the Italian Civil Code where the person who has the status of seller vis-à-vis the Buyer has in bad faith concealed the faults of the Vehicle from the latter; c) the provisions of Art. 1487(2) of the Italian Civil Code with regard to eviction resulting from an act done by the person who has the status of seller. Outside the aforesaid cases and any further mandatory limits that may apply, all the exclusions, limitations, forfeitures, indemnities and contractual delimitations of the warranty provided for in these General Terms and Conditions, in the Special Sale Terms and Conditions, in the Specific Terms and Conditions, in any Individual Contracts and in the further contractual conditions applicable to the specific transaction remain fully effective. In Dealer Sales, Fleequid's right to take action against the original Seller for warranty, indemnity, reimbursement, recourse and compensation in relation to the acts, faults, defects, omissions and breaches attributable to the latter remains in any event unaffected.

20. Complaints.

20.1 Each User has the right to submit complaints to Fleequid in the manner provided for in this article, which is the sole place in which the relevant procedure is governed. The handling of the complaint neither modifies nor extends the warranty, liability and forfeiture regime applicable to the specific transaction pursuant to Art. 19 and the further applicable contractual conditions. This article applies to all Sales Models and to all methods of performance, without prejudice to the different position of Fleequid: a) in the Commission Sale performed by means of Resale, Fleequid handles and facilitates the amicable settlement of disputes relating to the Vehicle without acquiring the status of substantial seller, without acknowledging liability and without providing further warranties; b) where Fleequid acts as a Pure Intermediary, the sale and the warranty operate directly between the Seller and the Buyer and the provision of the complaint channel by Fleequid does not make it a seller or warrantor; c) in Dealer Sales the complaint relating to the Vehicle is addressed to Fleequid as substantial seller and is handled within the warranty regime referred to in Art. 19.7, letter c), without prejudice to Fleequid's rights against the original Seller. Without prejudice to the foregoing and consistently with the role assumed in the specific transaction, Fleequid has the right, but not the obligation, to take action, including by involving the Seller, to resolve the complaint; such right does not in any case constitute an exemption from Fleequid's own obligations as substantial seller in Dealer Sales. The provisions of Art. 5.9 on the internal complaint management system for complaints relating to the use of the Marketplace remain unaffected.

20.2 A Buyer who complains of non-conformity with the Technical Specifications, faults or defects in the Vehicle shall submit a formal written complaint to Fleequid at claims@fleequid.com, or by any other means providing proof of delivery to Fleequid. Non-conformities, faults and defects detectable at the time of delivery must first be reported in accordance with Art. 16.12. Under penalty of forfeiture, the complaint shall reach Fleequid no later than 30 (thirty) calendar days from the date of delivery and before the Vehicle has travelled a further 1,000 (one thousand) km. The complaint shall contain the information and documentation, including photographic evidence, necessary to assess the matter complained of; Fleequid may request further documents or clarifications, which the Buyer is required to provide within 5 (five) days of the request. In the event of failure to comply with the aforesaid time limits or with the required methods, Fleequid may decline to process the complaint and close it, and is not required to consider complaints submitted in breach of the time limits, methods or information requirements provided for. The time limits provided for in this paragraph operate as contractual forfeiture time limits in all Sales Models, subject to the reservation set out in Art. 19.8 and without prejudice, in the relationship between Fleequid and the Seller, to the different notification time limits provided for in Arts. 17.7 and 18.5.

20.3 Following submission of the complaint, save in cases where restoration of the Vehicle is necessary for reasons of proven and absolute necessity, the Buyer may not carry out, or have carried out, any repair, replacement, dismantling or restoration work without the prior authorisation of Fleequid. In any event, the Buyer is required to keep and make available to Fleequid the components and parts of the Vehicle affected by the defect, the damage or the work. Breach of these obligations may result in the rejection of the complaint where it prevents or makes more difficult the verification of the cause, extent or attributability of the fault or defect.

20.4 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, repair estimates and any further technical documentation reasonably necessary to assess the complaint.

20.5 Fleequid undertakes to handle complaints within 15 days of receiving all the information and documentation necessary to evaluate them, informing the Buyer of the decisions taken.

20.6 Following its assessment, Fleequid may accept the complaint or reject it stating the reasons, and may make proposals to the Seller and the Buyer for the amicable settlement of the dispute. Such proposals constitute neither an acknowledgement of liability nor a waiver of any objections, forfeitures, rights or remedies available to Fleequid or to the other Parties. The communications and information exchanged in the course of the handling of the complaint are private and confidential and may not be disclosed, used or cited for purposes unrelated to the relevant procedure, nor produced in legal proceedings, save as mandatorily required by law. Breach of the confidentiality obligation and of the prohibition on use shall render the defaulting User liable to pay Fleequid a penalty of €5,000.00 (EUR five thousand/00), without prejudice to compensation for any further damage.

20.7 If the complaint is accepted, Fleequid may, at its discretion and within the limits of the applicable warranty regime, take on all or part of the costs of the repair at a workshop of its choice, or authorise the repair at another workshop and, upon presentation of a receipted invoice in accordance with the estimate expressly approved by Fleequid, reimburse the Buyer for all or part of the related costs. The rights of warranty, indemnity, reimbursement, recourse and compensation available to Fleequid against the Seller remain unaffected.

20.8 The Seller and the Buyer accept and acknowledge Fleequid's right to resolve the complaint by means of Cancellation of the Sale, at its discretion and at any time, also in derogation of the time limits provided for the notification of faults and defects and irrespective of whether the faults complained of by the Buyer are well-founded. In the Commission Sale such right also operates in derogation of the notification and forfeiture time limits provided for in the Contract, in these General Terms and Conditions and in the further contractual conditions applicable to the relationships affected by the transaction. In Dealer Sales the Cancellation ordered pursuant to this paragraph concerns the sale between Fleequid and the Buyer and does not, in itself, bring to an end the purchase of the Vehicle by Fleequid from the Seller, without prejudice to Fleequid's independent rights of termination, warranty, indemnity, reimbursement, recourse and compensation against the latter pursuant to Arts. 18.5 and 19.6. To the extent permitted by law, the Seller and the Buyer shall indemnify and hold harmless Fleequid against any claims or liability arising from the decision to proceed with the Cancellation. The general rules on Cancellation are set out in Art. 14, and the restitutionary effects and the related time limits and formalities are governed by Art. 15. In any event, the Commissions already accrued, the Fees relating to the Services already rendered and the expenses and costs already incurred by Fleequid in relation to the transaction shall not be refunded, either to the Seller or to the Buyer, as provided for in Art. 15.6. In the Commission Sale the costs resulting from the return of the Vehicle and the reinstatement of the transaction shall be borne by the Seller, including the reimbursement of the costs relating to the previous delivery of the Vehicle to the Buyer and of the costs incurred for the formalities of the previous transfer of ownership, as well as the further specific reinstatement costs applicable to the specific case; in Dealer Sales the allocation of such costs follows the cause of the Cancellation, without prejudice to Fleequid's right to recover the full amount from the original Seller where the cause is attributable to the latter. With specific reference to Vehicles qualifying as ELVs or otherwise as waste, the Seller and the Buyer shall indemnify and hold harmless Fleequid against any liability connected with their classification, management, possession, transport, recovery or disposal, activities which remain entirely their responsibility in accordance with their respective regulatory duties, and undertake to carry out every formality necessary to ensure that the return and the reinstatement take place in compliance with the applicable environmental legislation, the related costs, including those of the previous delivery and of the formalities of the previous transfer of ownership, being borne by the person to whom the cause of the Cancellation is attributable.

21. Linking clause.

21.1 The provisions of this article apply exclusively to transactions structured as a Commission Sale and performed by means of Resale. They do not apply to transactions performed by Fleequid as a Pure Intermediary or to Dealer Sales and are not capable of being applied by analogy to such cases.

21.2 Where a complaint is not settled amicably and Fleequid does not proceed with the Cancellation of the Sale pursuant to Art. 20.8, in the Commission Sale performed by means of Resale the Seller and the Buyer acknowledge that the purchase of the Vehicle by Fleequid and the subsequent Resale are functionally linked within the same commission transaction and are carried out for the sole purpose of enabling the transfer of the Vehicle from the Seller to the Buyer, without Fleequid applying any increase to the sale price of the Vehicle.

21.3 By reason of such link, and solely as regards the rights and obligations relating to the warranty, conformity, faults, defects and qualities of the Vehicle, Fleequid transfers to the Buyer, who accepts, its own substantive position vis-à-vis the Seller, the Buyer being entitled to bring directly against the latter any claim, action, objection, defence and remedy, including those of a restitutionary nature or otherwise affecting the effectiveness or the financial effects of the linked relationship; the Seller acknowledges and accepts such transfer. The related claims shall therefore be asserted directly between Seller and Buyer, any liability of Fleequid being excluded save as expressly undertaken by it or mandatorily provided for by law.

21.4 The exercise of the rights and remedies referred to in this article and the related consequences for the linked relationships do not affect the Commissions already accrued in favour of Fleequid pursuant to Art. 12.4, which remain definitively due and are not subject to refund or lapse. To the extent permitted by law, the Seller and the Buyer shall indemnify and hold harmless Fleequid against any claim, cost, charge or consequence arising from the exercise between them of the aforesaid rights and remedies, without prejudice solely to the liabilities directly attributable to Fleequid for obligations expressly undertaken by it or arising from mandatory provisions of law.

22. Financing Solutions offered by third parties.

22.1 Fleequid may make available to Users, or bring to their attention, Financing Solutions offered by third parties for the purchase of Vehicles. The related financing, finance lease or other funding contract is entered into exclusively between the User and the Financier, on the terms applied by the latter. Fleequid does not grant the financing, does not guarantee its availability, approval, timing or financial terms and is not liable for any breach by the Financier. The provisions of this article contain exclusively the specific rules resulting from the involvement of a third-party Financier and do not derogate, save within the limits expressly provided for, from the rules on the Proforma, payment, transfer of ownership, risk, Sales Models and communications.

22.2 Fleequid may gather the requests for information, contact or financing made by Users and forward them to the Financiers concerned. The related data is disclosed in accordance with the Privacy Policy referred to in Art. 7.

22.3 The application for financing, the opening of the assessment, the preliminary approval and the favourable decision of the Financier do not suspend the Buyer's obligations or the running of the Payment Period and are not equivalent to payment. Any different provisions of the Specific Terms and Conditions applicable to the Financing Solution remain unaffected.

22.4 Where the Buyer remains a party to the sale and the Financier takes part merely as payer, the Buyer's payment obligation continues until the sums due have actually been received in full by the respective recipients pursuant to Art. 12.2, unless the applicable Specific Terms and Conditions expressly attribute early discharging effect to an irrevocable undertaking of the Financier pursuant to Art. 22.6.

22.5 The Specific Terms and Conditions may provide, at the option of the original Buyer, that the Financier acquires the status of Buyer, with the original Buyer remaining the user of the Vehicle. The same Specific Terms and Conditions identify the time and the effects of such substitution, from which the original Buyer's payment obligation ceases. Such possibility is made known before the Bid is placed pursuant to Art. 3.2, letter d), and must be compatible with the applicable Sales Model. Where Fleequid acts as a Pure Intermediary, by making the Offer to Sell the Seller hereby gives its consent to the substitution of the Financier in the position of the original Buyer, in the cases and in the manner provided for in the applicable Specific Terms and Conditions. The substitution takes effect vis-à-vis the Seller from the moment it is notified to the Seller by Fleequid pursuant to Art. 24.

22.6 For the purposes of Art. 12.2 the Specific Terms and Conditions may attribute to an irrevocable undertaking of the Financier, meeting the requirements provided for in the same Specific Terms and Conditions, an effect equivalent to full performance of the payment obligation, identifying the moment from which such effect arises. In the absence of such express provision, only the payments actually received by the respective recipients are relevant.

22.7 In transactions supported by a Financing Solution the Payment Period is that indicated in the applicable Specific Terms and Conditions or in the Proforma, as provided for in Art. 11.6, letter a).

22.8 In transactions supported by a Financing Solution the sequence of the formalities of purchase from the Seller, registration, issue of the vehicle registration document, invoicing, transfer of ownership, payment and delivery may differ from the ordinary sequence as provided for in the applicable Specific Terms and Conditions. It remains understood that the completion of documentary or registration formalities in favour of the Financier does not, in itself, give rise to the transfer of ownership of the Vehicle or, in the case of Auctions, to the Final Award, as provided for in Art. 16.4.

22.9 In the Commission Sale performed by means of Resale, in express derogation of Art. 17.4 and solely as regards the matters provided for therein, the applicable Specific Terms and Conditions may provide that Fleequid shall pay the Seller the Net Purchase Price before having received in full the sums due from the Buyer or from the Financier. Such early payment does not, in itself, give rise to the commencement of the performance phase of the transaction, does not bring forward the transfer of ownership of the Vehicle to the Buyer and, in the case of Auctions, does not give rise to the Final Award.

22.10 In transactions in which the Financier acquires the status of Buyer, the Specific Terms and Conditions identify the person entitled: a) to collect the Vehicle and sign the delivery report pursuant to Arts. 16.7 and 16.10; b) to carry out the checks upon delivery pursuant to Art. 16.12; c) to submit and manage the complaint pursuant to Art. 20; d) to receive any refunds pursuant to Art. 15.4.

22.11 Any consideration due to Fleequid for Services connected with the Financing Solutions is indicated in the applicable Specific Terms and Conditions or in the Fleequid Fee Schedule. The individual Financing Solutions may be governed by Specific Terms and Conditions, which supplement these General Terms and Conditions and, in the event of conflict, prevail solely as regards the matters specifically regulated, as provided for in Arts. 4.3 and 4.4.

23. Applicable Law, Language and Jurisdiction.

23.1 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, with the express exclusion of the application of the United Nations Convention on Contracts for the International Sale of Goods, concluded in Vienna on 11 April 1980 (CISG).

23.2 Any disputes relating to the validity, interpretation, application or termination, on any ground, of these General Terms and Conditions, the Specific Terms and Conditions, the Special Sale Terms and Conditions, the Individual Contracts, the Sales Contracts and the further transactions concluded via the Marketplace, or of any further legal transaction connected with them, shall be subject exclusively to the jurisdiction of the Italian courts and, within that jurisdiction, to the exclusive territorial jurisdiction of the Court of Como, with the exclusion of any other competing jurisdiction, without prejudice to the mandatory rules on jurisdiction provided for by law.

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

24. Communication.

24.1 This article governs in general terms the communications between Fleequid and Users. The other provisions of these General Terms and Conditions identify exclusively which communications must be made and at what time, without prejudice to the special channel requirements expressly provided for in respect of certain communications, such as the complaint referred to in Art. 20.2 and the notice of withdrawal referred to in Art. 4.2.

24.2 Unless otherwise provided, communications addressed to Fleequid 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.

Via Provinciale per Bizzarone, 43

22077 Olgiate Comasco (CO)

Tax Code and VAT No 04114790134

Tel. +39 02 87176063

e-mail info@fleequid.com

24.3 Notifications addressed to Fleequid are considered valid and effective upon delivery if sent by registered post 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.

24.4 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 following their dispatch by Fleequid. Any changes to the User's contact addresses must be communicated in writing to Fleequid to be considered valid.

24.5 Fleequid may make communications relating to the transaction, including the making available of the Proforma and the communication of the conclusion of the Binding Agreement, of the Final Award in Auctions, of the Cancellation of the Sale and of the availability of the Vehicle for delivery, by one or more of the following channels, which the Parties acknowledge to be suitable: a) e-mail to the address communicated by the User; b) the User's reserved area on the Marketplace; c) notification on the Marketplace; d) express courier service or registered post; e) any other written or electronic channel normally used in dealings between Fleequid and the User, including certified e-mail (PEC), SMS and instant messaging systems, where capable of making the content of the communication known to the User. The making available of the document in the User's reserved area is equivalent to communication and the time limits linked to it shall run from that moment. The communications provided for in this paragraph do not require any particular form or the use of a specific means of communication, unless these General Terms and Conditions provide otherwise.

24.6 For the purposes of proving that a communication has been made, Fleequid may rely on any means permitted by law, including the data and logs of the Marketplace and of its own computer systems, the records of the related events and notifications, receipts or certificates of dispatch or delivery, the correspondence exchanged, messages and the related electronic evidence, as well as any other element capable of documenting that the communication has been made.

24.7 The User bears the burden of keeping the contact addresses communicated and the access to its reserved area active, functioning and regularly checked, as well as of keeping them up to date pursuant to Art. 5.4. The User may not rely, as against Fleequid, on its lack of knowledge of a communication resulting from the failure to update its contact addresses or from causes attributable to its own systems, devices or communication service providers. Any payment reminders, notices and courtesy communications sent by Fleequid do not constitute a condition for the effectiveness of the time limits or a prerequisite for default, as provided for in Art. 11.9.