General Terms and Conditions

  1. Definitions

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

    1. "Buyer(s)": Excluding Consumers explicitly, it refers to the Professional who, at the conclusion of the Auction, submits the highest Bid (Highest Bid) and receives confirmation of Adjudication from Fleequid. This confirmation occurs after verifying either the exceeding of the Reserve Price or the bidder's acceptance of the Seller's counter-proposal. The Buyer thereby becomes the actual Buyer of the Vehicle from Fleequid, acting as the Seller's sales commission agent. This term consistently refers to the Substantial Buyer, a different subject than Fleequid.
    2. "Adjudication(s)": it refers to the status of the Buyer at the conclusion of an Auction, having submitted the Bid, even after any subsequent increments, (Highest Bid). If the value of the Highest Bid equals or exceeds the Reserve Price, the Adjudication confirms the Seller's commitment to sell the Vehicle and the Buyer's commitment to purchase it, with the Highest Bid becoming the hammer price. Should the Highest Bid be lower than the Reserve Price, the Adjudication implies a commitment for the Buyer only. Within the following 3 days, the Seller has the option to accept the Highest Bid, even if lower than the Reserve Price, or to make a counter-proposal to the Buyer. In this case, the Adjudication is always provisional and non-binding for the Seller, becoming final and binding also for the Seller only when the latter should accept the Highest Bid even if lower than the Reserve Price or when the Buyer should accept any counter-proposal made by the Seller.
    3. "Auction(s)": it refers to telematic sales process conducted through the Marketplace, involving a series of Bids and culminating in Adjudication. Upon reaching or exceeding the Reserve Price, or if the Seller accepts the lowest Price reached at the Auction, the Vehicle is sold to the highest bidder. Unless otherwise indicated in the Marketplace, this sale process is always conditional on the Highest Bid exceeding or equaling the Reserve Price, even if not explicitly indicated in the relevant section of the Marketplace. Each Auction normally refers to one or a set of Vehicles bided for sale by the Seller.
    4. "Auction Base": it refers to the minimum price of the Vehicle, above which potential Buyers may place Bids or Incremental Bids on the Marketplace.
    5. "Commissions": it refers to the commissions payable by both the Seller and the Buyer to Fleequid for the purchase and sale of Vehicles conducted through the Marketplace or Fleequid's trading services and systems. Unless otherwise agreed in writing between Fleequid and the parties or specified in the Special Auction Terms and Conditions, these Commissions are set by Fleequid in accordance with the Fleequid Price List annexed to these GTC and otherwise published and made available on the Marketplace.
    6. "General Terms and Conditions" or"GTC": it refers to the general terms and conditions available for consultation in the appropriate section of the Marketplace, regulating the relationship between Fleequid and all Users.
    7. "Special Auction Terms and Conditions": it refers to any particular contractual terms that, also by way of derogation from these GTC, outline the rules for the awarding of certain Vehicles within the specific sections of the Marketplace for one or more Auctions. The Special Auction Terms and Conditions, when available, are accessible in the Auction section of the Marketplace. They may include, by way of example but not limited to, particular conditions of the warranty, specific terms or methods of delivery of the Vehicles or special commissions or expenses that rule the specific Auction. The hierarchical relationship of the Special Auction Terms and Conditions and these GTC, as well as any other Specific Terms and Conditions or contractual relationship, is regulated by Article 3.3) of these GTC.
    8. "Specific Terms and Conditions": it refers to supplementary terms and conditions, beyond these GTC, tailored to certain categories of Vehicles or Services on the Marketplace. The relationship of the Specific Terms and Conditions, these GTC, and any other negotiation sources is regulated by Article 3.3) of these GTC.
    9. "Agreement(s)": it refers to the contractual relationship governed by these GTC and any Specific Terms and Conditions, where applicable. The Agreement regulates the purchase and sale of Vehicles by the Seller to Fleequid, acting as the Buyer's commission agent, or the resale of Vehicles by Fleequid, acting as the Buyer's commission agent, to the Buyer. It should be noted that these agreements may be made orally or through other forms of expression of intent, and Fleequid does not necessarily require them to be concluded in writing.
    10. "Consumer(s)": it refers to natural persons acting for purposes unrelated to any entrepreneurial, commercial, craft or professional activity as defined in Article 3 of Legislative Decree No. 206 dated 6th September 2005.
    11. "Fleequid": it explicitly refers to the company Adorea S.r.l., with registered office in Via Provinciale per Bizzarone, 43 - 22077 Olgiate Comasco (CO), Tax ID and VAT No. 04114790134, registration number 420825 in the Companies Register of Como, e-mail info@fleequid.com, and holder of the Fleequid® trademark. When referring to Fleequid as the formal buyer or seller in relation to the Resale, it should be noted that Fleequid is other than the Buyer or the Seller.
    12. "Encumbrance(s)": it refers to any form of lien or burden, security interest, pledge, executory warrant, contractual obligation, retention of title, tax or duty obligation, mortgage, lien, or other encumbrance, affecting the Vehicle and which may impede or make more difficult its legal circulation and marketability. Any specification of the Vehicles that hinders their "free circulation" within the European Union or the lack of the "EC certification", as required by the applicable European Union legislation, shall be considered as encumbrances.
    13. "Marketplace":it refers to auction platforms and other platforms, apps, websites and integrated services (within third-party apps, sites, and services) constituting an online marketplace where Users can buy and sell Vehicles as well as apply for and/or use the other Services provided by Fleequid. Notably, this include the Fleequid website accessible at the following address: www.fleequid.com
    14. "Bid(s)": it refers to the purchase bid(s) made by the Buyers participating in the Auction for the Adjudication of one or more Vehicles.
    15. "Hammer price": it refers to the highest Bid, equal to or exceeding the Reserve Price, or otherwise accepted by the Seller, at which Fleequid binds both the Seller and the Buyer with the Adjudication. In the case of a highest Bid lower than the Reserve Price and a subsequent counter-proposal by the Seller is accepted by the Buyer, the Hammer price becomes the value of the counter-proposal accepted by the Buyer. The Hammer price may fluctuate, even downwards, if Fleequid, following the cancellation of a first Adjudication as per the present GTC, has the right to proceed with a subsequent Adjudication in favour of a Buyer who had submitted a lower Bid than the one which was originally successful in the Auction.
    16. "Reserve price": it refers to the value set by the Seller at or above which they definitely agree to sell the Vehicle.
    17. "Professional(s)": it refers to a natural or legal person engaged in trade, business, craft or professional activities, or an intermediary thereof, excluding Consumers. This definition also includes 'micro-enterprises', i.e. entities, companies or associations that, regardless of their legal form, engage in an economic activity, even on an individual or family basis, employing fewer than ten persons and with an annual turnover or balance sheet total not exceeding two million euro, as per Article 2(3) of the Annex to Commission Recommendation No. 2003/361/EC dated 6th May 2003 and Legislative Decree No. 206/2005, Article 18, letter d-bis (Consumer Code).
    18. "Sales Proposal": it refers to the advertisement by which the Seller, either independently or with the support of Fleequid, bids one or more Vehicles for sale at Auction, or through another procedure on the Marketplace.
    19. "Highest Bid": it refers to the value of the highest Bid submitted by the Buyer during the Auction, even after any Increment. If, in accordance with these GTC, Fleequid has the right to cancel one or more Adjudications, the Highest Bid shall be determined by excluding the value of the Bid corresponding to the previous cancelled Adjudications.
    20. "Resale": following the conclusion of an Auction resulting in an unconditional sale commitment by the Seller and an unconditional purchase commitment by the Buyer, the process, which may also be executed in the forms outlined in Article 1395 of the Civil Code, through which Fleequid, if the Vehicle is not already owned by Fleequid, acquires the Vehicle from the Seller at the Hammer Price and subsequently sells it to the final Buyer.
    21. "Service(s)": it refers to services provided, both offline and online, by Fleequid to Users
    22. "Technical Specifications": it refers to all information regarding the characteristics, both technical and administrative, of each Vehicle bided for sale on the Marketplace, provided either by the Seller or indicated by Fleequid and subsequently approved by the Seller.
    23. "Fleequid Price List": it refers to the conditions governing the calculation and settlement, also in terms of percentage of the Hammer Price, of the Commissions payable to Fleequid, both by the Seller and the Buyer, upon the Adjudication of one or more Auctions. The Fleequid Price List is annexed to these GTCs and can be accessed at the following link: pricing.
    24. "Rates": it refers to the rate, other than Commissions, payable to Fleequid for the provision of one or more Services requested by Users.
    25. "User(s)": it refers to any professional, sole proprietorship, or legal entity, Seller, or Buyer, who has completed the registration process on the Marketplace or otherwise adhered to it by approving these General Terms and Conditions. Users engage in trading Vehicles or requesting the Services bided by Fleequid, whether online or offline.
    26. "Seller(s)": excluding Consumers expressly, it refers to any company (Professional) using Fleequid's sales services to bid its Vehicles for sale. This term always refers to the Substantial Seller, a distinct entity from Fleequid. If Fleequid takes the role of formal Seller in the Resale process, it will always be referred to as Fleequid.
    27. "Vehicle(s)": it refers to buses, both new and used, sold, or advertised by Sellers on the Marketplace.

    Any reference to "days", "hours", "weeks", and "months" within these GTC shall be considered as referring to business days, hours, and months. "Business" refers to weekdays from Monday to Friday, from 8:30 a.m. to 12:30 a.m. and from 2:00 p.m. to 6:00 p.m., excluding any public holidays in Italy. The time zone applied is that of Fleequid's registered office. It shall be noted that when the term "within 24 hours" is used, it indicates the end of the corresponding business days, rather than a continuous 24-hour interval.

  2. Purposes

    1. Fleequid is a professional operator specialising in managing large fleets, with qualified competencies in the field of valorisation of company vehicles, including withdrawal, valuation, disposal, and sale services. Fleequid is, among other things, a provider of information society services, as defined by Regulation (EU) 2022/2065 of 19th October 2022, Directive 2000/31/EC, and Article 1(1)(b) of Directive (EU) 2015/1535. It has conceived, developed, and implemented an online marketplace (Marketplace) wherein any user can buy and/or sell vehicles and apply for and/or use other Services. The Marketplace operates primarily as an auction platform, enabling Sellers to advertise the availability of Vehicles for sale and Buyers to submit Bids, including increments.
    2. The purpose of these General Terms and Conditions is to regulate the terms and conditions under which Users adhere to and may use the Marketplace, commission Fleequid to purchase or sell Vehicles by Auction, or apply for and obtain further Services.
    3. Users acknowledge and accept that, unless otherwise specified or agreed, the Auctions are always carried out by Fleequid acting in its own name and on behalf of the Users, with an irrevocable mandate, respectively to buy or to sell, pursuant to art. 1703 et seq. of the Civil Code. Specifically, when a User operates as a Seller on the Marketplace, by entering a Sales Proposal of a Vehicle, they commission Fleequid, which accepts the mandate, pursuant to art. 1731 of the Civil Code, to sell, in the name of the latter and on behalf of the former, the Vehicles indicated from time to time, at the Hammer Price (i.e. at: a. the value of the Maximum Bid when it is higher than the Reserve Price, always indicated in advance by the Seller; b. the Maximum Bid that is lower than such Reserve Price, but after the Auction expressly accepted by the Seller, or, c. at the value of the counterproposal made by the Seller to the Buyer and accepted by the Buyer). Otherwise, when a User operates as a Buyer on the Marketplace, the former grants Fleequid, which accepts, an irrevocable mandate to purchase, on its behalf but in the name of Fleequid, one or more Vehicles at the Hammer Price to be determined at the end of the Auction process.
    4. The Users acknowledge and accept that Fleequid acts as commission agent for both the Buyer and the Seller, requesting and obtaining Commissions from both. Users expressly authorise Fleequid to enter into sale and purchase agreements pursuant to article 1395 of the Civil Code and acknowledge and accept that Fleequid is not involved in the determination of the content of the sale and purchase agreement made from time to time, with the Reserve Price of each vehicle always determined in advance by the Seller and the Hammer Price always determined by the Buyer in the auction competition, by submitting purchase Bids and any possible Increment. In consideration of the foregoing, the Users expressly acknowledge and accept that the concrete operational methods of the Marketplace, and the relevant sale process by means of Auction, represent adequate and sufficient conditions, similar to those indicated by the third paragraph of art. 1515 of the Civil Code, for the autonomous and independent determination of the essential contents of the sale and purchase agreement, excluding any conflict of interest for Fleequid.
    5. Provided that the Vehicle is the subject of an Adjudication at the end of an Auction and that the conditions set out in art. 6.8) below are fulfilled, Fleequid carries out the transfer of the Vehicles and the attribution of the commissioned sale to its principals, by means of the Resale. The Users acknowledge that the Resale is made by Fleequid for the sole purpose of enabling the attribution of the sale and purchase agreement to the respective represented parties (i.e. the Seller and the Buyer). In order to carry out such Resale, Fleequid purchases the Vehicles from the Seller and transfers ownership thereof to the successful Buyer (compulsory sale pursuant to Article 1478 of the Civil Code). Therefore, when a Vehicle is sold on the Marketplace, under the terms and conditions set out in these GTC, any Specific Terms and Conditions, any Special Auction Terms and Conditions or any other applicable contractual agreements, the Seller is obliged to transfer the ownership of the Vehicle to Fleequid and the Buyer to purchase the same Vehicle from Fleequid, under the terms resulting from the Adjudication.

  3. These General Terms and Conditions

    1. By registering or simply using the Marketplace, Users explicitly accept these General Terms and Conditions and undertake to comply exclusively with them. Any general terms and conditions (of supply, purchase, etc.) that may be proposed by Users, especially if they differ from or conflict with the provisions of these General Terms and Conditions, are not considered accepted or valid by Fleequid. Any general terms and conditions proposed by Users will only be considered valid and binding if they are expressly approved in writing by Fleequid, following approval of these General Terms and Conditions and with a clear indication from Fleequid that it wishes to derogate from the application of these General Terms and Conditions.
    2. Fleequid reserves the right to unilaterally amend the General Terms and Conditions at any time at its discretion, either to introduce new products or services or to comply with legal or regulatory requirements. Users will be subject to the policies, terms of the General Terms and Conditions and the Fleequid Price List in force at the time the individual Agreement is concluded, in accordance with these General Terms and Conditions. Any amendments and/or additions shall take effect from the date of publication on the Marketplace by Fleequid, unless such amendments are required by applicable law or competent authorities, in which case they shall apply retroactively pursuant to Regulation (EU) 2019/1150. However, the Users have the right to give notice of termination within 30 days of the publication or communication of the amendments (whichever is earlier). Upon receipt of the notice of termination, Fleequid will delete the User's profile associated with the Marketplace in accordance with the provisions of Article 4.11 below) by applying the unamended version of the GTC to any unfinished relationships, provided that they were initiated by the User prior to the date of communication of the amendments to the GTC. Users are obliged to check the version of the General Terms and Conditions in force before concluding any binding Bid by consulting the relevant section of the Marketplace. The use of the Marketplace or any service provided by Fleequid shall constitute proof of acceptance of the amendments made. In the event of a dispute about the version or applicability of the General Terms and Conditions to the Agreement, Users must prove that they have not had the opportunity, despite all reasonable efforts, to check the applicable General Terms and Conditions despite consulting the appropriate section of the Marketplace and making a timely request in writing to Fleequid before raising any exception, question or claim in this regard.
    3. Specific Terms and Conditions and/or Special Auction Terms and Conditions and/or individual agreements may rule the relationship between Fleequid and certain Users, or between Users themselves, with respect to all or certain Vehicles, Auctions, and Services available on the Marketplace. Where the Agreement includes one or more of the possible negotiating regulations set out above, Users acknowledge the following order of priority for the same: 1) Special Auction Terms and Conditions: These conditions have the highest priority within the hierarchy. When they are specified for one or more Auctions, they prevail over any other Specific Terms and Conditions and these General Terms and Conditions, unless otherwise indicated. 2) Specific Terms and Conditions: Such conditions take precedence over the General Terms and Conditions but are subordinate to the Special Auction Terms and Conditions when the latter are specified. 3) Individual agreements: Individual agreements concluded in writing and approved by Fleequid with one or more Users may derogate from these General Terms and Conditions and the Specific Terms and Conditions in the relationship between Fleequid and such specific Users, but not from the Special Auction Terms and Conditions, unless such individual agreements expressly state that they also derogate from the latter. 4) General Terms and Conditions: These General Terms and Conditions continue to apply residually, even in cases where there are individual agreements and/or Specific Terms and Conditions and/or Special Auction Terms and Conditions, except where specifically provided otherwise.

  4. Registration and permitted use of the Marketplace

    1. Users who wish to use the Services provided by Fleequid must register. Registration is free of charges and does not imply any commitment to buy or sell Vehicles. By registering on the Marketplace, Users guarantee that they are of legal age, that they are Professional and that they are able to comply with these General Terms and Conditions.
    2. Participation in the Auctions is exclusively reserved for Users who have completed the registration procedure on the Marketplace, have entered the required data completely and truthfully, and have submitted the following documents to Fleequid:
      1. Company’s certificate of registration at the Chamber of Commerce (or equivalent certification), specifying the powers of the legal representative, updated within six (6) months of the date of registration;
      2. Identity document of the sole proprietor or the legal representative of the company and the relevant tax ID no.;
      3. Certificate of VAT registration or other equivalent national documentation;
      4. Any other document that Fleequis may reasonably and possibly request for the purposes of identifying the User and ascertaining their status as a Professional.
    3. The registration procedure on the Marketplace implies the obligation to accept these General Terms and Conditions. Fleequid reserves the right to request, at its discretion and at any time, analogous approval of the General Terms and Conditions or updated official documentation to prove the User's status as a Professional or their continued status as such. The validity and and effectiveness of the registration is subject to approval by Fleequid. Fleequid reserves the right, at any time, to allow registered Users, at its sole discretion, to access or not to access its database and the other functionalities of the Marketplace. Each registered User may only register once and shall indicate one or more company contact persons authorised to operate in the Marketplace. The User profile generated at the end of the registration procedure is not transferable to third parties. Registration on the Marketplace under a false identity is prohibited.
    4. Upon completion of the registration procedure, Fleequid shall provide the User with a username (corresponding to the e-mail address of the company contact communicated during registration or of the additional contacts subsequently associated with the User profile) and a password (one for each of the contacts associated with the User profile). These credentials shall enable the User to offer Vehicles or purchase Vehicles and Services on the Marketplace. The User undertakes, under his/her own responsibility, to keep the access credentials to his/her User profile and the list of authorised business contacts associated with this profile strictly confidential and to update them periodically. The registered User is responsible for the misuse of the username and password, as well as for the update of the persons authorised to operate on his/her behalf on the Marketplace as company contact persons, expressly holding harmless Fleequid, to the maximum extent permitted by law, from liability in this respect.
    5. Within the limits and conditions of these General Terms and Conditions, registered Users have the right to make Sales proposals of Vehicles by Auction and to submit Bids for the Auctions on the Marketplace. The permitted use of the Marketplace is limited to consulting the Auctions and the sales announcements, submitting Sales proposals of Vehicles by Auction, and submitting Bids for one or more Auctions in order to purchase one or more Vehicles and/or Services. Any other use of the Marketplace is expressly prohibited. In particular, activities aimed at making the Marketplace non-operational or more difficult for other Users to use are not permitted. Without explicit permission from Fleequid, data in the Marketplace may not be used to create databases, be systematically tracked, or be used for purposes other than those permitted. Users may not use data mining programs, robots, or other programs to collect or disseminate data. Each User acknowledges and agrees not to use the Marketplace to contact other Users to request information or documents relating to Vehicles on the Marketplace or to directly conclude sales agreements by bypassing Fleequid. Fleequid reserves the right to temporarily or permanently obscure and/or block access to the Marketplace or participation in one or more Auctions if, at its sole discretion, it suspects that the data provided may be unlawful, untrue, incomplete, incorrect, out of date or false. Fleequid may obscure and/or block the User's access if it deems that the Vehicles that are the subject of the Sales Proposal are of suspicious origin, that the Bids submitted are suspicious, that the User has submitted anomalous, illegal or abusive Bids, that the User has not paid the Commissions or Rates due to Fleequid for Vehicles or Services provided, that there are disputes over the data provided by third parties, that Fleequid has recorded unusual access, that Fleequid suspects that third parties are in possession of access credentials to the Marketplace or that the Marketplace and the data contained therein have been used for unlawful purposes or not in accordance with the terms and purposes expressly provided for in these General Terms and Conditions.
    6. Fleequid shall promptly notify the User in writing of the measures taken as a result of the aforementioned breaches, giving the reasons therefor. In the cases covered by the preceding paragraph (art. 4.5), Fleequid may warn the User to correct the breaches within a period of 30 (thirty) days, at the end of which Fleequid shall be entitled to remove or block the User profile permanently. This notice period will not apply in the following cases (a) if Fleequid is obliged to comply with a statutory or regulatory obligation requiring the termination of the provision of Vehicles or Services to the User without complying with the notice period; (b) if Fleequid is entitled to terminate the Agreement for compelling reasons under Italian law; or (c) if the User has repeatedly breached the rules of use of the Marketplace set out in these General Terms and Conditions. Additionally, the notice period does not apply if the User's data is unlawful or inappropriate, if the User's conduct endangers the security of the Marketplace, Fleequid or other Users, or if the User's conduct is related to fraud, counterfeiting, personal data breaches, spamming, or conduct harmful to minors. In all these cases, Fleequid will provide a justification for the action taken.
    7. In the cases provided for in Article 4.5) above, in addition to removing and obscuring the User's data, Fleequid may block access to the Auctions. The User will be promptly informed of such measures by e-mail or certified e-mail. If the User commits two or more breaches of Article 4.5), Fleequid shall have the right to permanently prevent the User from accessing the Marketplace, permanently remove the User's data, and terminate any ongoing agreement in accordance with article 1456 of the Civil Code.
    8. In the event of termination of the relationship by Fleequid pursuant to Article 4.7) above, Fleequid shall be entitled to demand payment of a penalty of € 3,000.00 (three thousand euros//00), without prejudice in any case to the right to compensation for greater damages suffered.
    9. Fleequid's internal claims management system can be reached using the contact details on the Marketplace as well as by e-mail at info@fleequid.com. This system is structured in accordance with Article 11 of Regulation (EU) 2019/1150. Furthermore, pursuant to Article 12 of the aforementioned Regulation, it is hereby indicated that any dispute relating to the application of the provisions of this article shall be deferred to a mediation attempt by the Mediation Chamber operating at the Chamber of Commerce of Como, with which Fleequid declares its willingness to cooperate, for the purposes of a mediation attempt that will be managed with a designated natural person mediator operating in accordance with the provisions of the mediation regulations of said Chamber of Commerce, that the User can refer to at the following link.
    10. The User acknowledges and accepts that the right to use the Marketplace is limited by the information technology currently available and that Fleequid is not in a position to provide any warranty for technical defects in the Marketplace or with respect to the continuous and uninterrupted availability of the Marketplace, its operability or its correct and error-free use. The User expressly releases Fleequid from any liability, including for damages, in respect of any defects or inefficiency of the Marketplace, unless Fleequid acts with malice. Therefore, neither Fleequid, nor its employees, representatives, and vicarious agents may ever be held liable, except in the case of fraudulent intent, for failures in the Marketplace or in the conduct of Auctions that are attributable to technical, programming, or computer network connection defects.
    11. The User has the right to request the deletion of their profile on the Marketplace at any time, in accordance with the provisions of the General Data Protection Regulation (GDPR) or any other applicable data protection legislation. To do so, the User may contact Fleequid's customer service or technical support by using the contact details available on the Marketplace or by following the instructions provided in the dedicated section. Before deleting the profile, Fleequid may request additional information to verify the identity of the User. Please note that at the end of the deletion process, all information associated with the User's profile, with the exception of that required to comply with legal obligations or for security purposes, fraud prevention and other purposes in accordance with privacy and data protection laws, will be automatically removed from the system. Fleequid will also proceed to the deletion of the profile upon receipt of a notice of withdrawal from the User pursuant to Article 3.2) of these General Terms and Conditions. It is specified that if at the time of the request for deletion of the profile the User is involved in an Auction process, as Seller, Buyer or has made a Bid or a Sales proposal, Fleequid may limit or prevent the deletion of the profile until the expiry of all the terms of validity of the obligations assumed by the User on the Marketplace up to the date of communication of the withdrawal from these General Terms and Conditions or the request for deletion of the profile on the Marketplace.

  5. Processing of Users' Personal Data

    1. When registering on the Fleequid Marketplace, the registered User gives consent to the processing of their personal data in accordance with applicable laws and with the requirements of Article 13 GDPR -Regulation (EU) 2016/679, accessible at the following link . The processing, storage, transmission of personal data is carried out in compliance with all precautionary guarantee their security and confidentiality, in accordance with the provisions of the GDPR for the purposes indicated in the Privacy Policy, which also indicates and clarifies the rights and procedures that can be activated by the data subject in relation to their personal data.
    2. Registered Users may subscribe to the Fleequid newsletter. Users may unsubscribe at any time by selecting the corresponding option in the newsletter received. By accepting to receive the newsletter, Users agree to receive updates on new Auctions, new offers and new Services operated by the Marketplace, in compliance with the Privacy Policy.

  6. Conditions governing the sales proposal of Vehicles at Auction

    1. Registered Users have the right, and not the obligation, to propose the sale of Vehicles by using the appropriate private section of the Marketplace. Sales proposals of Vehicles can be entered independently by the Seller in the Marketplace or with the the assistance of Fleequid's sales staff.
    2. In order to accept the Sales proposal and initiate the Auction, Fleequid requires a truthful description and in good faith of the Vehicle's technical specifications from the Seller. All technical and administrative information relating to the Vehicle must be provided accurately and completely, together with real photographic images. The description of the Vehicle and inclusion of pictures and drawings on the Marketplace must not contain any external links, telephone numbers, or email addresses. Fleequid reserves the right to anonymise any images or documents that may reveal the current or previous owners of the Vehicle. The Seller acknowledges and accepts that Fleequid may reject a Sales proposal, an attempt to purchase, a Bid or an acceptance without giving any reasons, or to assign a Vehicle to a product group other than the one indicated by the Seller. In the event of setting a deadline, the date and time of Fleequid's computer system shall be decisive. To facilitate the disposal of the Vehicles by the Seller and the inclusion of the Sales proposals on the Marketplace, Fleequid may, under certain circumstances, require the Seller to execute a detailed technical dossier of the Vehicles interested in the sale. The execution of the technical dossier by Fleequid, even when requested by the Seller, is subject to approval by Fleequid and is subject to specific Rates. When Fleequid provides the technical dossier service, the Seller undertakes to make the Vehicles and the related administrative and technical documentation available to the personnel appointed by Fleequid. Additionally, the Seller authorises Fleequid to view, test, photograph the Vehicles and carry out detailed inspections prior to the sale. If requested and approved by Fleequid, the latter may manage the Vehicles’ logistics and carry out administrative investigations or acquire additional technical documentation, subject to specific Rates. When the Seller requests Fleequid to compile the technical dossier, it must be reviewed and approved by the Seller, who must promptly report any deficiencies or inaccuracies. Although compiled by Fleequid, it is the sole responsibility of the Seller to verify that the technical dossier, made available on the Auction section of the Marketplace, complies with the actual Vehicle Specification. The publication of the technical dossier on the Marketplace, along with the Seller's failure to promptly report any errors in the Technical Specifications made available to Users, shall be considered as tacit approval of said dossier by the Seller.
    3. In offering to sell its Vehicle at Auction, the Seller represents and warrants to Fleequid and Buyers that the Vehicles are currently and will be as of the date of the conclusion of the Sales Agreement, fully owned by Seller, and free of any Encumbrances. Exceptionally, Fleequid may authorise the sale at Auction of Vehicles with Encumbrances, provided that Seller promptly notifies Fleequid in writing of the existence of Encumbrances. Furthermore, in such case, the Seller must carefully detail such encumbrances in the Technical Specifications of the Vehicle. In the event that the Vehicle is subject to Encumbrances, the Seller shall specify their nature and the steps necessary for their removal, including the costs thereof. Unless otherwise agreed in writing or specified in the Special Terms and Conditions of the Auction, the removal of encumbrances is always at the Seller's cost and expense and must be completed within a maximum of 3 business days after Adjudication. Failure to remove the encumbrances within this period entitles Fleequid to terminate the Agreement.
    4. In the case of incomplete Sales proposals, Fleequid has the right to request from the Seller, at any time, the information and documents necessary to supplement the Proposal. The Seller undertakes to provide any document and information requested by Fleequid within 3 days of the relevant request.
    5. Even after approval of the Sales proposal, Fleequid shall always have the right to request and obtain further information and/or documents relating to the Vehicles offered by the Seller.
    6. The duration of each Auction, the value of any increment and the determination of the Auction Base (but not the Reserve Price, if any, the final determination of which is always the sole responsibility of the Seller) shall be reasonably determined by Fleequid. If it be necessary to schedule a new Auction, it shall be the responsibility of Fleequid to determine the time interval between Auctions. Subject to the reserve price set by the Seller, Fleequid is responsible for proceeding, at its own discretion, with one of the types of Auctions provided for in Article 7) below to proceed with the attempted sale.
    7. By formulating the Sales proposal, the Seller expressly authorises Fleequid to advertise the Vehicle and to make the Vehicle Specifications available to other Users. The Seller acknowledges and accepts that Fleequid may publish the Sales proposal in advance on the Marketplace (e.g. in the "upcoming auctions" section) or promote it by other means (e.g. advertisements on other websites, newsletters etc.) before the actual launch of the Auction. Without prejudice in any case to Fleequid's right to remove the Auction at any time, without specifying any reasons, the Sales proposal is considered accepted by Fleequid at the time it is published on the Marketplace or at the time Fleequid, in any other form, communicates to the Seller the acceptance of the Sales proposal. The Vehicles for sale remain under the control of the Seller during the entire Auction process. The Seller agrees to keep such Vehicles in conformity with the description made on the Marketplace, the documentation advertised, the Technical Specifications and not to use them during the entire period between the first publication of the Sales proposal and the deadline by which Fleequid has the right to sell them in the Auction. Furthermore, the Seller consents to any visits organised by Fleequid at the premises where the Vehicles are stored. These visits, with the support of the drivers and technicians that the Seller agrees to make available, facilitate the viewing of the Vehicles by any Users interested in purchasing them.
    8. Upon acceptance of a Sales proposal by Fleequid (article 6.7), an Agreement is concluded between the Seller and Fleequid. By virtue of this Agreement, the Seller, also for the purposes of the sales commission established pursuant to article 2.3) above, irrevocably undertakes to sell the Vehicle exclusively to Fleequid. This sales commitment, to which corresponds Fleequid's obligation to purchase, is subject to the following conditions:
      1. Accuracy and completeness of all Technical Specifications contained in the Sales proposal (even if the technical dossier had been compiled by Fleequid or its person in charge) as well as the correctness of the documents provided by the Seller or associated with the Sales proposal shall all be considered essential;
      2. Adjudication of the Vehicle in favour of a Buyer at the end of the Auction process;
      3. Payment by the highest bidder, within the terms set out in the General Terms and Conditions of the Marketplace or the Agreement, of the Hammer Price and any other amount due to Fleequid by way of Rates and Commissions.
      The duration of such Sales Commitment corresponds to the duration of each individual Auction set by Fleequid for the number of Auctions that Fleequid has the right to schedule under these General Terms and Conditions (see art. 6.12). In the event that the Auction registers an Adjudication, the period of validity of the Seller's Sales Commitment may never be less than 30 days from the date on which Fleequid notifies the Seller and the Buyer of such Adjudication. This additional period is necessary both to allow Fleequid, in the event of cancellation of the initial Adjudication or termination of the Sale Agreement with the first highest bidder, to evaluate subsequent Bids and proceed with the Adjudication in favour of other bidders who have submitted valid Bids, and to conclude the Resale Agreement with the highest bidder.
    9. After acceptance of the Sales proposal, the Seller acknowledges in each case that the Marketplace shall be the sole place of quotation for the Vehicles and that these may not proposed or sold in any other place until either (a) the Vehicle is sold through the Marketplace, or (b) the period within which Fleequid is entitled under these General Terms and Conditions to re-submit the Vehicle for Auction has elapsed, or Fleequid gives notice in writing that, although such period has not yet elapsed, it has no interest in re-submitting the Vehicle for Auction; at these times the Vehicle can be removed from the Marketplace. The Seller undertakes to avoid any interference in the sale process. Any requests for information from Users interested in purchasing must be communicated exclusively to Fleequid. Likewise, the Seller undertakes to promptly inform Fleequid of any direct purchase request received during the period in which Fleequid has exclusive rights to sell the Vehicle. The Seller guarantees that Fleequid has the exclusive right to promote and make the sale of its Vehicles. In the event of any breach of the obligations, including those of the exclusive rights, arising from these GTCs, Fleequid shall be entitled to impose on the Seller a penalty equal to three times the amount of the Commission due to Fleequid by the Seller in the event that the sale was concluded with a Sale in accordance with the Reserve Price set by the Seller in the first Sales proposal entered by it on the Marketplace.
    10. The Seller acknowledges and accepts the right of Fleequid, in all those cases where, even after the Adjudication, the Resale Agreement between Fleequid and the final Buyer should be terminated or could be cancelled/withdrawn in application of the General Terms and Conditions in force (including where the Buyer fails to pay any or all amounts due to Fleequid, such as the Hammer Price, Rates and Price Lists), to proceed with the Sale of the Vehicle in favour of other Users who have placed an Auction Bid which, although lower than the highest Bid of the first highest bidder, is in any case equal to or higher than the Reserve Price set by the Seller in the Sales proposal. Therefore, in such cases, the initial Adjudication shall be considered null and void and replaced entirely by the subsequent Adjudication communicated by Fleequid, with the Seller entitled to receive only the (lower) Hammer price.
    11. The Seller understands and accepts that Fleequid shall have the right to purchase the Vehicle if, at the end of the Auction, at least one Bid (Highest Bid) is placed equal to or higher than the Reserve Price. It is important to note that in all cases where Fleequid purchases from the Seller to perform the Resale, the Sale and Purchase Agreement between Fleequid and the Seller remains subject to the fulfilment of the conditions set out in Article 6.8. If the Highest Bid recorded during the Auction is lower than the Reserve Price, Fleequid grants the Seller the option to accept, within a period of 3 days from receipt of the notice of Adjudication, such Highest Bid lower than the Reserve Price, which shall become the Hammer price. Within the same period, and as an alternative to accepting the highest Bid that does not reach the Reserve Price, the Seller may make a counter-proposal to the successful bidder, indicating a different price at which it is willing to sell the Vehicle. If the price of the counter-proposal is accepted by the Buyer, it shall constitute the Hammer Price and the Maximum Bid shall not be taken into account.
    12. At the end of the first Auction, if no Bid is received or if the Highest Bid is lower than the Reserve Price (and the Seller does not accept it), Fleequid, unless otherwise agreed with the Seller, shall have the right to re-submit the Vehicle for Auction two more times. In this case, Fleequid may set a different Auction Base and contact the Seller to agree on a possible reduction of the Reserve Price. It is understood that the final decision on the possible reduction of the reserve price lies exclusively with the Seller and that the three Auctions scheduled by Fleequid shall, in any case, be concluded within a maximum period of 60 days from the date of approval by Fleequid of the first Sales proposal.
    13. It is understood that if the Vehicles are not sold at the end of the sales attempts indicated above, and unless otherwise agreed with Fleequid, the Seller may autonomously sell the Vehicles through any other channel, provided that the price is equal to or higher than the Reserve Price established during the Auction on the Marketplace, also taking into account the Rates due to Fleequid. It is in any case prohibited for the Seller to sell directly or indirectly the Vehicles to Users or economic third parties related to them who have previously participated in the Auction, requested information, viewed the description page of the Vehicles or had knowledge of the Seller's Sales Proposal through Fleequid. In the event of any breach of this prohibition, Fleequid shall be entitled to demand and obtain from the Seller, by way of penalty, an amount equal to three times the Commission that would have accrued if the Vehicle had been sold at the first Auction conducted by Fleequid at the Reserve Price set therein.
    14. The Seller agrees to indemnify and hold harmless Fleequid, its subsidiaries and/or affiliates, and all of its officers, directors, partners, and/or shareholders, employees, and/or agents, from any and all claims, demands, suits, actions, disputes, damages, costs, or commissions of any kind whatsoever arising out of: (a) falsity, omission or otherwise breach relating to any representations, warranties or undertakings set forth and arising out of these General Terms and Conditions (including but not limited to omissions in the compilation of the Technical Specifications consisting of: presence of undeclared rust, air conditioning malfunction, missing parts, warning lights on, etc.); (b) hazardous materials associated with the Vehicles or contamination resulting from any leakage, spillage or defect in the operation of the Vehicles; (c) deficiencies in the production of the required documentation, also in original, for the purpose of transferring the Vehicles from the Seller to Fleequid and from Fleequid to the Buyer; (d) damage to the Vehicles not expressly declared and accepted by Fleequid or the Buyer; (e) payments by Fleequid caused by any commissions, liens or other registered or unregistered interests claimed by creditors or any person or authority in respect of the Vehicles, whether or not disclosed, to clear title to the Vehicles; (f) any failure to comply with relevant and applicable environmental legislation; (g) Seller's misuse of the Marketplace; (h) any rates, costs or expenses arising from Seller's failure to comply with laws or regulations relating to the transaction; and (i) any negligent or willful and/or otherwise wrongful conduct of Seller in connection with the GTC or the Agreements. The Seller is solely responsible for any errors in the compilation of the Sales proposal, even when compiled with the support of Fleequid's sales staff or when Fleequid compiles the technical dossier and is responsible for verifying and promptly reporting to Fleequid any inaccuracies in the information relating to the Auction published on the Marketplace. Except in cases where Fleequid acts with malice, the Seller expressly agrees to hold Fleequid harmless from all liability regarding the completeness, accuracy or conformity of the description of the Vehicles, the Auction Base, the Reserve Price or other matters relating to the Auction process. Fleequid disclaims any responsibility for updates to Sales proposals or other notification features in Fleequid's applications, as such updates may not occur in real time and are subject to delays beyond its control. Fleequid cannot be held liable for any failures or delays in data transmission, lack of compatibility or damages resulting from the use of third-party systems or services, including any operational interruptions on computers, mobile devices or payment systems. Finally, the Seller acknowledges and accepts that Fleequid does not provide, even implicitly, any guarantee on the gross revenues that may be realized from the sale of the Vehicles on the Marketplace.

  7. Auction

    1. Sales proposals accepted by Fleequid are published on the Marketplace and made available to all registered Users in their entirety.
    2. The Marketplace page dedicated to the Auction communicates the start and end date of the Auction, the minimum bid allowed to each User, and any other details of the Bid, including any Special Conditions of the Auction, applicable Rates, and Price Lists. Users are responsible for checking for any Special Auction Conditions that may specify contractual conditions, rates, or commissions that differ from those set out in the General Terms and Conditions.
    3. Users acknowledge and agree that the information on the Auction section of the Marketplace is indicative until the actual start of the Auction and may be subject to change by Fleequid. Furthermore, they understand that such information does not constitute a binding bid to enter into an agreement of sale but represents an invitation to agreement (invitatio ad bidendum). Fleequid reserves the right to cancel the sale process if it believes that the Marketplace is being misused or that Users are influencing the outcome of the Auction.
    4. Users interested in purchasing, participate in the Auction via the Marketplace user interface by submitting Binding Bids for the Vehicles. Bids must be in whole numbers, without decimals, and once placed are irrevocable unless Fleequid, contacted in a timely manner prior to the deadline, allows for modification or cancellation.
    5. All Auctions operated by Fleequid include a Reserve Price. Bidding Users understand that placing a higher Bid (Highest Bid) does not guarantee a sale until Fleequid officially announces the Adjudication.
    6. Each amount indicated in the Marketplace is expressed in euros and exclusive of VAT, if applicable.
    7. Each Bid remains binding on the Bidding User for 15 days after the Adjudication of the Auction and constitutes a commitment to purchase the Vehicle from Fleequid as Purchasing Agent. If the Adjudication is cancelled, Fleequid is entitled to proceed to award the Auction to another User who has submitted a valid Bid during the validity period of the previous Bid.
    8. Fleequid has the option of conducting auctions in the following ways:
      • Bidding Increments. Users bidding may place Bids higher than the Auction Base, with a minimum raise defined by Fleequid. The use of an automatic bidding system up to a predetermined maximum amount may be allowed. At the the end of the Auction, there may be a short extension period to allow for further bids.
      • Buy -now. Fleequid may offer Users, as a stand-alone type of Auction in combination with Bidding Increments, the opportunity to purchase a Vehicle immediately without the Bidding Increments. In this case, the highest Bid is determined by the Auction Base or the Reserve Price set by the Seller. Once a Bid is received in this way, all other Bids are cancelled.

  8. Adjudication

    1. At the auction's conclusion, if the Bid placed by the User is the highest (Highest Bid), the Marketplace generates a provisional notice of Adjudication. This communication is subject to the General Conditions and depends on verifying whether the Reserve Price set by the Seller in the Offer is exceeded or if the Seller consents to sell the Vehicle at a lower price. The User will receive a final notice of Adjudication only after these verifications, and only then can they define themselves as the Buyer. If the highest Bid submitted in the Auction by the bidding User (Highest Bid) equals or exceeds the Reserve Price, the Adjudication confirms Fleequid's promise to sell the Vehicle (as Seller's commission agent) and the Buyer's promise to purchase it. If the highest Bid is lower than the Reserve Price, the Adjudication serves as a promise to purchase for the bidding User only. The Seller has 3 days to accept the lower highest Bid indicated by the Adjudication (provisional) or make a counter-proposal of sale to the bidding User. In the latter case, the bidding User achieves final Adjudication, becoming the Buyer if they accept the Seller's counter-proposal within the time limit.
    2. The Adjudication concludes a Sale and Purchase Agreement between the Buyer and Fleequid in accordance with article 2) of the present GTC. Such Agreement of Sale is subject to the present General Terms and Conditions, to the Special Auction Terms and Conditions as well as to any applicable Specific Terms and Conditions and may be merged into an individual Agreement at the request of Fleequid.
    3. Upon Adjudication, Fleequid is entitled to receive Commission, Rates and other stipulated rates.

  9. Conditions governing the purchase of Vehicles from the Seller by Fleequid for the purpose of resale to the actual Buyer

    1. After the auction of a vehicle, Fleequid undertakes to manage, at its own expense and on behalf of the seller, the sales process and all fulfillments, including bureaucratic procedures, related to transferring ownership of the vehicles from the seller to the buyer. Through this process, Fleequid formally purchases the vehicle as the formal buyer, then transfers it to the buyer as the substantial buyer. This transaction, known as Resale, is conducted in accordance with the terms and conditions outlined in these GTC.
    2. The Resale process first involves the conclusion of an agreement, whereby Fleequid, acting on its own name but on behalf of the Buyer, purchases the vehicle from the Seller, under the conditions outlined in the preceding article.
    3. The price of the Vehicle owed by Fleequid to the Seller corresponds to the Hammer Price and is paid net of Commissions, Rates, and any amounts owed by the Seller to Fleequid. This payment is made only after the successful Buyer of the Auction (the actual Final Buyer) has paid Fleequid the Hammer Price and all amounts owed to it.
    4. Upon receipt of payment from the successful bidder in the Auction (the Final Buyer), Fleequid requests the Seller to issue the sales invoice for the Vehicle in euros. To receive payment, the Seller must issue a sales invoice following the template provided by Fleequid. This invoice contains the Vehicle's Agreement Price and the Commission owed to Fleequid for the sale, along with any Rates for requested services and other potential reimbursements in line with the GTCs and applicable negotiation agreements. The invoice amount from the Seller to Fleequid aligns with the Hammer Price of the Vehicle, deducting the Sales Commission, Rates, and any other reimbursable expenses, plus VAT if legally required. Upon settling the outstanding amount, which the Seller expressly authorises, Fleequid will remit payment to the Seller.
    5. Within 10 days of the payment, the Seller shall formally transfer the ownership of the Vehicle to Fleequid, providing all the necessary documents for the registration of the Vehicle and the cancellation of any Gravimas. If this is not completed within the deadline for reasons not attributable to Fleequid, Fleequid, without prejudice to any other rights provided for by these GTCs, may impose a penalty of €150.00 per day of delay.
    6. After payment, the Seller shall permit the collection of the Vehicle by the Final Buyer or by another person appointed by the Seller. Such collection shall take place within 10 days from the date on which Fleequid notifies the Seller of the completion of the bureaucratic procedures relating to the transfer of ownership of the Vehicle to the final Purchaser. The Seller commits to delivering the Vehicle in line with the description provided on the Marketplace, the Technical Specifications, and any other relevant information mentioned in or pertaining to the Offer of Sale.
    7. Fleequid may report any discrepancies (apparent defects) within 3 days of the delivery of the Vehicle to the Buyer's premises or from the date on which the Buyer is entitled to report any apparent defects under the terms of these GTCs or the Agreement through which Fleequid transfers the Vehicle to the Buyer's contractor at the end of the Resale process. This period is extended to one (1) month for any hidden defects.
    8. Payment of the Vehicle price or any possession or holding of it by Fleequid during the Auction does not imply acceptance of the Vehicle as defect-free or acknowledgment of its compliance with the Sales Proposal.
    9. If the Vehicle is not collected within 30 days after ownership transfer to the final Buyer, the Seller is entitled to a fee of €10 (ten euros) per day for parking and storing the Vehicle.
    10. Fleequid shall have the right to terminate the Sale and Purchase Agreement with the Seller for Resale, wholly or partly, under Article 1456 of the Civil Code if: (a) there are additional Encumbrances on or related to the Vehicles beyond those stated in the Sales Proposal or if new ones are added, (b) the net proceeds from the Seller are insufficient to settle creditor claims and pay Fleequid Rates after releasing the asset, (c) the Encumbrance beneficiaries on the Seller's Vehicle refuse to release it or allow its free sale, (d) the Seller breaches these General Conditions, (e) the Seller provides inaccurate, fraudulent, outdated, or incomplete information during registration or sales proposal submission, (f) the Seller violates applicable laws, regulations, or third-party rights, (g) Fleequid reasonably believes such action is necessary to protect Buyer's safety or security, (h) termination is necessary to prevent fraud, assess risk, or for security or investigative purposes, or (i) the Seller fails to deliver the Vehicles. Upon termination, besides any other remedy, the Seller shall pay Fleequid: (l) the Sales Commission for the Adjudicated Vehicle, (m) any costs incurred by Fleequid in the sales process. Additionally, for termination due to reasons in points (d), (e), (f), (g), (h), or (i), the Seller shall pay Fleequid a penalty equal to 30% of the Reserve Price set at the first Marketplace Auction.

  10. Conditions governing the resale of vehicles by Fleequid to the actual final buyer

    1. When a Vehicle is adjudicated at the Auction, through the Resale and in accordance with Article 9.1) above, Fleequid, acting as a commission agent, transfers the Sale and Purchase Agreement to the respective Buyers of the Vehicle through the Resale. Therefore, the Vehicle is formally purchased by Fleequid from the Seller and then transferred back to the (and substantial) final Buyer who has been awarded the Sale.
    2. After the Adjudication, the Buyer shall receive the invoice for the Vehicle from Fleequid. The invoice amount shall correspond to the Hammer price of the Vehicle plus the Rates due to Fleequid for the Purchase Commission, the Rates for any services requested, and any other reimbursement of expenses in accordance with the GTCs and any other applicable negotiation agreements, plus any applicable VAT.
    3. Upon issuance of the invoice by Fleequid, all risks associated with the Vehicle, including the risk of loss, pass to the Buyer. The Buyer must settle all outstanding amounts to Fleequid via bank transfer within 3 days of receiving the invoice. Unless otherwise agreed upon, the full amount must be paid without offsetting against any other claims the Buyer may have against Fleequid or the Seller. Specifically, the Buyer cannot withhold payment by citing other claims, whether actual or alleged, related to the Auction or other contractual agreements with Fleequid and/or the Seller. Additionally, any unforeseen costs or expenses, such as for Services, will be invoiced by Fleequid at a later date and must be settled by the Buyer within 3 days of receiving the corresponding invoice. The Buyer agrees to promptly provide Fleequid, within 3 days of receiving notification of Adjudication at the latest, with all necessary information for invoicing and/or registering the Vehicles. Should the Buyer fail to settle invoices issued by Fleequid, a payment reminder may be issued. Failure to receive full payment within 7 days grants Fleequid the right, acknowledged and accepted by the Buyer, to terminate the Agreement as per article 1456 of the Civil Code, and/or cancel the sale, and/or block the Buyer's account. Partial payments are strictly prohibited. Any partial payments will result in Fleequid's entitlement to levy a penalty of €350.00 if the total received by the payment deadline matches the amounts owed to Fleequid, or 5% of the Hammer Price in other cases.
    4. If Fleequid decides to terminate the Sales Agreement in accordance with Article 10.3 or cancel the sale due to the Buyer's failure to make full payment, Fleequid is entitled to receive payment for the Commissions, Rates for services already provided, and a penalty of €1,000.00 for each of the Vehicles subject to Adjudication.
    5. The Buyer understands and agrees that the Sale and Purchase Agreement entered into with Fleequid following the Adjudication cannot be cancelled except by Fleequid on the terms and in the manner set out in the GTC or other applicable negotiating covenants. The Buyer understands and accepts that the Resale is made by Fleequid solely to facilitate the transfer of the Vehicle from the Substantial Seller to the Buyer. The Sale and Purchase Agreement between Fleequid and the Buyer is subject to the "unless already sold" clause and, therefore, contingent upon the actual availability of the Vehicle with the Seller and its actual delivery and sale by the Seller to Fleequid. Although the Seller irrevocably undertakes to sell the Vehicle with the Sales Proposal, under no circumstances shall Fleequid be held liable for any default resulting from the Seller's failure to perform its substantial sales obligations, loss, non-conformity or unavailability of the Vehicle at the time of purchase or collection.
    6. If not otherwise agreed upon in the Agreement or specified in the Auction Form or other documentation available on the Marketplace, delivery will occur at Fleequid's premises located in 22077-Olgiate Comasco (Co) at Via Provinciale per Bizzarone nr. 43 (EXW -Incoterms 2020). If the Vehicle is located at the Seller's premises according to the Auction documentation, delivery will take place as indicated, with the Vehicle being made available EXW at the Seller's premises. The Buyer has the right, even after the conclusion of the Auction, to request Fleequid to arrange transport from the delivery location of the Vehicle to a different location specified by the Buyer. This additional service is subject to specific Price Lists (and if not disclosed or determinable, to a specific quotation by Fleequid), and requires approval of the relevant Specific Terms and Conditions.
    7. After the Substantial Seller provides all necessary documents and information for the Vehicle's ownership transfer, Fleequid shall proceed with transferring ownership to the Buyer and notify the availability of the Vehicle for delivery. Delivery must occur within 15 days from the date of notification. This notification of availability of the vehicle for delivery constitutes a letter before action under Article 1206 of the Civil Code (mora credendi). If the Buyer fails to collect the Vehicle within these 15 days, Fleequid may impose a penalty of €50.00 for each day of delay. If 30 days pass from the availability notification without delivery, Fleequid reserves the right to terminate the Sale and Purchase Agreement or take appropriate legal action.
    8. Normally, Fleequid will make the Vehicles available for collection by the Buyer within 30 days from the date the Buyer receives full payment resulting from the Adjudication. The Buyer acknowledges and accepts that these delivery terms are indicative and not essential according to Article 1457 of the Civil Code. Regarding delivery terms, the Buyer acknowledges that expressions like "not later than," "delivery by," or similar, wherever agreed upon, are binding but not peremptory. Fleequid will not be held liable for late or non-delivery in cases such as: a) inadequate technical data or delays by the Buyer in transmitting necessary information; b) difficulties in obtaining the Vehicle supply from the Seller; c) force majeure events like strikes, power failures, or natural disasters; d) delays by shippers or Fleequid's suppliers. The Buyer acknowledges that Fleequid has no obligation to compensate for exceeding delivery terms, even if peremptorily foreseen, due to the aforementioned scenarios.
    9. The Buyer is required to collect the Vehicle following the instructions provided by Fleequid when notified of its availability. Upon delivery, a joint handover report must be prepared, demonstrating the Vehicle's conformity with its purchased characteristics and conditions. If the Buyer arranges for the Vehicle to be collected by their appointed carrier, they must ensure the carrier possesses a power of attorney and authorization to collect and represent the Buyer for necessary checks. The Buyer acknowledges that Fleequid is not obligated to verify the representative's authority and agrees to ratify the actions of the appointed third party, even if they later prove ineffective.
    10. Where expressly requested to Fleequid and accepted by Fleequid, Fleequid will arrange transport of the Vehicle to the location indicated by the Buyer. Such transport shall be carried out by Fleequid but always at the Buyer's risk and expense. Fleequid is authorised to commission third parties to perform the transport it deems most appropriate. The Buyer acknowledges and accepts that the transport may take place by road and that, therefore, upon delivery the Vehicle may have a mileage, up to 5,000 (five thousand) km, greater than that actually declared on the Auction form, in the Marketplace and in any case in the Technical Specifications.
    11. In any event, the Buyer must verify, upon delivery, any discrepancies in the Vehicle compared to what was declared by the Seller and documented in the Auction form, where the Buyer succeeded as the bidder. During collection, the Buyer must inspect the Vehicle to confirm the chassis number's correspondence, identify any defects not previously disclosed by the Seller, and ensure all accessories listed in the sale price are present. If any previously unreported damage or missing accessories are discovered, the Buyer must note these on the delivery document. The Buyer acknowledges and accepts that receiving the Vehicle without promptly reporting any easily verifiable discrepancies in writing, or failing to complete the delivery report, constitutes unconditional acceptance of the Vehicle as compliant and free of defects. If delivery is arranged by a party appointed by the Buyer, it is the Buyer's responsibility to instruct the transporter on necessary delivery operations for annotating any defects, flaws, or non-conformities of the Vehicle. Noting any non-conformities in the delivery note does not constitute a claim notification by the Buyer or acknowledgment of their presence by Fleequid. To preserve rights associated with reported discrepancies during delivery, the Buyer must notify Fleequid in writing within the terms and procedures outlined in article 12) of a formal claim.

  11. Exclusion of warranty and liability of Fleequid for the resale process of Vehicles

    1. Buyers acknowledge and accept that Vehicles for sale on the Marketplace, unless otherwise expressly stated in individual cases, are used and not new.
    2. The information regarding Vehicles, accessories, and any other goods offered for sale by Fleequid is typically based on the information provided by the Seller. The Seller bears sole responsibility for the technical specifications of the Vehicle, even if Fleequid conducts the Resale and even if the Vehicle has been previously inspected by Fleequid or is the subject of a technical dossier compiled by Fleequid or commissioned by Fleequid from a third party.
    3. The Vehicles sold on the Marketplace are considered to be sold by a professional to another professional (B2B) on an "as is", "as available" basis. The Buyer expressly acknowledges and accepts the exclusion of any warranty on the Vehicle or its individual components provided by Fleequid. All services offered by Fleequid through the Marketplace are always provided at the User's own risk. Therefore, both the Seller and the Buyer expressly acknowledge and agree to indemnify Fleequid, to the fullest extent permitted by law, from any liability and consequence arising from defects, including hidden defects, wear and tear, irregularities, unsuitability for use, lack of quality for use, lack of quality relating to the Vehicle and accessories, as well as from any mendacity, irregularities, errors, or inaccuracies in the declarations made by the Seller in the Promise of Sale or by the Buyer during the purchase process. In no event shall compensation be claimed from Fleequid for any damage not indicated in the Technical Specifications and/or in the photographs and/or inspections published and, in any case, verifiable in advance.
    4. The Buyer acknowledges and accepts that in no event shall any defects and/or faults and/or specifications and/or conditions of use and/or lack of conformity, even of hidden or not easily accessible parts of the Vehicle, which the Buyer could have discovered by availing himself of the opportunity offered by Fleequid to inspect and test the Vehicle prior to the formulation of an Auction Offer, be deemed as hidden defects of the Vehicle.
    5. With reference to the degree of age and wear and tear, Fleequid shall not be held liable in any way, and therefore obliged to indemnify or compensate the Buyer, for any defects, including those that are not immediately visible and/or knowable, that may be found on Vehicles whose mileage exceeds 150,000 km or whose first registration dates back more than ten (10) calendar years, on Vehicles that are not running and/or are indicated as damaged and/or whose Reserve Price is less than € 5,000.00 (five thousand Euros).
    6. If, even on a residual basis, "hidden defects" should exist in the Vehicle purchased by Fleequid in the context of the Resale service, the Buyer acknowledges and accepts that Fleequid intervenes in the commercial exchange between Seller and Buyer by purchasing the Vehicle from the Seller only after the Adjudication, is not obliged to inspect the Vehicle and that Fleequid is therefore relieved from liability for any "hidden defects" (art. 1495 c.c.). In this regard, the Buyer undertakes to hold Fleequid harmless from any warranty claim for any "hidden defects" of the Vehicle purchased by Fleequid during the resale. The provisions of articles 12) and 13) below shall apply in any case.

  12. Claims

    1. Each User has the right to lodge claims with Fleequid. Where possible, and subject in any case to the exclusions of liability provided for in these GTCs, Fleequid will intervene with both the Seller and the Buyer to amicably settle any disputes related to the sale of Vehicles on the Marketplace, both before and after Adjudication
    2. In cases where the Buyer lodges a claim regarding the Vehicle's non-compliance with the Technical Specifications stated in the Auction or the presence of faults and/or defects in the Vehicle, provided that the Buyer has reported such anomalies at the time of delivery in accordance with the provisions of the Agreement or the applicable GTCs, the Buyer must submit a formal complaint to Fleequid. This can be done by using the appropriate form on the Marketplace or by sending an email to the following address: info@fleequid.com . The claim must reach Fleequid no later than 3 days from the date of Vehicle delivery, under penalty of forfeiture. All necessary information and photographic representations for Fleequid to assess the case must be included with the complaint. Fleequid reserves the right to request supporting documents, which must be provided within 5 days of the respective request. Should there be delays in the flow of information, Fleequid reserves the right not to process the submitted complaint and to file it. Additionally, Fleequid reserves the right not to consider claims submitted at different times, through different means, or with varying information.
    3. Following the presentation of the Claim, repair work on the Vehicle shall not be undertaken by the Buyer without prior authorisation from Fleequid, unless repairs are deemed absolutely necessary. The Buyer agrees, in any case, to retain and provide provide damaged elements of the Vehicle to Fleequid.
    4. Fleequid shall have the right to appoint its own trustee expert to inspect the Vehicle. The Buyer, at Fleequid's request, shall be obliged to provide, at its own care and expense, diagnosis and/or repair estimates for the Vehicle.
    5. Fleequid reserves the right to appoint its own trustee expert to inspect the Vehicle. Upon Fleequid's request, the Buyer must, at their own expense, provide diagnosis and/or repair estimates for the Vehicle.
    6. Fleequid undertakes to deal with claims within 15 days after it has received all information useful for assessing the Buyer's request, informing him/her of the decisions taken.
    7. At the discretion of Fleequid, the claim may be accepted or reasonably rejected. Fleequid reserves the right, in any case, to propose an amicable settlement of the dispute to both the Seller and the Buyer. The Seller and Buyer acknowledge and accept that any settlement proposals made by Fleequid do not constitute an acknowledgment of liability by Fleequid or the Seller, nor do they waive any forfeiture or rights. Communications and information exchanged between Fleequid and Users, or between Users, in connection with the handling of the claim are confidential. It is expressly agreed that they may not be produced in any legal proceedings or disseminated. Violation of this prohibition will entitle Fleequid to impose a penalty of €5,000 (five thousand euros) on the defaulting User.
    8. If the Claim is upheld, Fleequid may decide to bear all or part of the costs of the repair at a workshop of its choice, or upon presentation of a receipted invoice in accordance with any expressly approved estimate, reimburse the Buyer for the repair costs incurred.
    9. Seller and Buyer accept and acknowledge the right of Fleequid to settle a claim by annulling the sale of the Vehicle at its sole discretion, and this at any time (and also in derogation of the terms set out in the GTC for reporting defects), irrespective of whether the defects complained of by the Buyer are justified or not and notwithstanding the terms of Claim and/or forfeiture set out in the Contract, the GTC or other rules and covenants governing both the sale of the Vehicles by the Seller to Fleequid and the sale of such Vehicles by Fleequid to the final Buyer. In the above case, both the Seller and the Buyer undertake to indemnify Fleequid from liability in respect of the decision taken by it and to cooperate actively with Fleequid to ensure that the Seller regains ownership and possession of the Vehicle at its own care and expense and the Buyer the Contract Price. The costs of redelivery and transfer of ownership from the Buyer to the Seller shall, unless otherwise agreed, be borne by the Seller, even if advanced by Fleequid. The Seller shall, unless otherwise agreed, also provide for the reimbursement of the costs relating to the delivery of the Vehicle to the Buyer as well as the costs incurred for the formalities relating to the previous transfer of ownership of the Vehicle. Fleequid's Commissions, Rates and expenses related to the Auction shall in any case not be reimbursed by Fleequid, neither to the Seller nor to the Buyer.

  13. Connection clause

    1. Despite the foregoing, if resolving amicably a claim concerning a Vehicle proves impossible, or if Fleequid, at its sole discretion, determines that it is unwilling or unable to cancel the sale in accordance with the previous article, the Buyer and the Seller acknowledge and agree that any resale conducted by Fleequid is solely intended to facilitate the process of purchasing the Vehicle offered by the Seller, without any increase in the sale price. Given this, and also considering that Fleequid's purchase from the Seller occurs 'on sale' (i.e. only after an Adjudication) and solely to facilitate the transfer of ownership of the Vehicle to the Buyer, Users acknowledge and recognise that when Fleequid transfers a Vehicle by conducting the Resale at the end of the Auction, it is still engaged in an objective intermediation activity
    2. Due to the aforementioned reasons, both the Seller and the Buyer acknowledge and agree that, owing to the inherent contractual connection between the Agreement through which Fleequid purchases from the Seller and the Agreement through which it resells to the Buyer, within the confines of the rights and obligations arising from any warranty and/or conformity of the Vehicles purchased by Fleequid during the Resale activity, all claims, actions, exceptions, or legal defences shall be brought by the Buyer solely against the Seller, and vice versa (in accordance with the ruling, mutatis mutandi, of the Court of Cassation, United Sections, dated 05.10.2015, no. 19785).

  14. Applicable Law, Language and Jurisdiction

    1. These General Terms and Conditions, the Contracts, and all terms governing any relationship between Fleequid and Users, or between Users and another User, are and shall remain subject exclusively to Italian law.
    2. Any disputes relating to the validity, interpretation, application, and/or termination of any of these General Terms and Conditions, Specific Terms and Conditions, the Contracts, or any further legal transaction shall fall under the exclusive jurisdiction of the Court of Como, with the express exclusion of any potentially competing jurisdiction.
    3. The contractual language is Italian. If these GTC are also translated into other languages, the Italian version shall be the only legally binding one.

  15. Communications

    1. Unless otherwise provided, all communications between Fleequid and Users shall be made in writing and sent by registered mail with return receipt, express courier service or by e-mail to the following address:

      Adorea S.r.l.,

      Via Provinciale per Bizzarone,

      43 22077 Olgiate Comasco (CO),

      Cf. e P.Iva 04114790134

      Tel. +390287176063

      e-mail info@fleequid.com

    2. Communications shall be deemed valid and binding at the time of delivery if sent by registered mail with acknowledgement of receipt, at the time of delivery to the carrier if sent by express courier service, or at the time of confirmation of receipt if sent by e-mail to Fleequid.
    3. Communications from Fleequid shall be forwarded by Fleequid to the addresses, including ordinary email addresses, indicated by the User during registration and shall be presumed to be known and received by the recipient after dispatch by Fleequid. Any change of contact addresses by Users must be communicated in writing to the other party to be considered valid.
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In accordance with and for the purposes of Articles 1341 and 1342 of the Civil Code, the User expressly acknowledges having read, understood, and accepted the following clauses: Art. 2.3 Commissions by both the Seller and the Buyer; Art. 2.4 Auction modalities and determination of the Hammer price; 2.5 Resale process; Art. 3 Approval of any general terms and conditions proposed by the Users, to the unilateral modification of the GTC by Fleequid and to the hierarchy of the contractual texts; Art. 4.5 Restrictions on the use of the Marketplace; Art. 4.6 Measures of Fleequid in case of violation of the rules of use; Art. 4.8 Penalty; Art. 4.11 Deletion of the User profile and exercise of the right of withdrawal; Art. 6 on Express termination clause, exclusivity of sale, conditions and duration of such exclusivity, possibility of subsequent award, limitations of sale, indemnity from liability, technical dossier; Art. 7 Invitatio ad offerendum, duration of the irrevocable offer to purchase, Special Auction Terms and Conditions, reserve price; Art. 9.3 Payment of the vehicle price; Art. 9.4 Compensation; Art. 9.5 Penalty; Art. 9.7 and 9.8 Time limit for reporting defects; Art. 9.10 Express termination clause and penalty; Art. 10 Payment terms, termination, penalties, conditions governing the Resale and indemnity from liability, time limit for checking defects on delivery; Art. 11 Exclusion of warranty and liability of Fleequid for the resale process of Vehicles, exclusion of hidden defects, limits of liability based on mileage and age of the vehicle; Art. 12 Claims, proposals for resolution of the Claim, resolution of the Claim by Fleequid by cancellation of the sale, indemnity from liability, penalties; Art. 13 Connection clause, Art. 14 Applicable law, language and jurisdiction.