Conditions of Sales

GENERAL TERMS AND CONDITIONS OF SALE

Effective from May 10, 2025. These general terms and conditions of sale define the rights and obligations governing each sales contract concluded between VELIMOTOR EUROPE and its CUSTOMERS for the distribution of VELIMOTOR brand electric motorcycles ("PRODUCTS"). It is expressly stated that all the obligations set forth herein are essential and that, without them, VELIMOTOR would not have entered into the contract. It is also stated that no conflicting clause may be accepted without the express acceptance of VELIMOTOR EUROPE. VELIMOTOR EUROPE reserves the right to modify or replace these general terms and conditions of sale upon 30 days' written notice to the CUSTOMER.

ARTICLE 1.

1.1 ORDERS

VELIMOTOR EUROPE supplies the PRODUCTS to the CUSTOMER for resale within the European Economic Area (EEA). An order is considered accepted only after confirmation by VELIMOTOR EUROPE.

1.2 Any cancellation or modification of an order must be sent to VELIMOTOR EUROPE in writing three business days before the desired shipment date, otherwise it will be inadmissible. After this period, the sale will be considered concluded.

1.3 Requests for cancellation or modification of an order will only be accepted before shipment, by registered letter to the address of VELIMOTOR EUROPE. Any order already in transit, whether shipped by sea or air, cannot be cancelled under any circumstances.

1.4 The CLIENT must be able to demonstrate, in VELIMOTOR EUROPE's reasonable assessment, sufficient financial solvency to regularly supply the PRODUCTS. The CLIENT agrees to comply with any reasonable request for financial information from VELIMOTOR EUROPE.

ARTICLE 2. DELIVERY TIME

2.1. VELIMOTOR EUROPE will make every effort to deliver the PRODUCTS under the conditions agreed upon by the parties, unless otherwise agreed by the CLIENT. However, if the non-execution of the order, as accepted in accordance with Article 1.1, is due to an event beyond the control of VELIMOTOR EUROPE, the CLIENT authorizes VELIMOTOR EUROPE to postpone delivery or to deliver only part of it.

2.2. Delivery dates are provided for informational purposes only and are not guaranteed. VELIMOTOR EUROPE will endeavor to meet the stated delivery time, but this is not considered a substantial element of the sales contract. Consequently, any delay will not entitle the CLIENT to refuse delivery of the PRODUCTS or to claim damages. Any order invoiced and delivered to the carrier in the client's country cannot be refused.

ARTICLE 3. DELIVERY

3.1 Shipping and delivery dates are indicative only and correspond to VELIMOTOR EUROPE's best estimates for shipping and delivery times.

3.2 Any other request for a delivery date made by the CUSTOMER is at VELIMOTOR EUROPE's discretion and, in any event, at the DISTRIBUTOR's expense.

3.3 VELIMOTOR EUROPE shall under no circumstances be held liable for delivery delays.

3.4 Any damage or missing items occurring during delivery must be: • immediately reported in writing on the delivery receipt presented by the carrier, with clear, precise, and complete reservations, and • confirmed to the carrier by registered letter with acknowledgment of receipt, with a copy to VELIMOTOR EUROPE, within 48 hours of receipt. VELIMOTOR EUROPE and its carriers disclaim all liability in the event of non-compliance with these terms and conditions by the CUSTOMER and will not accept any claim from the CUSTOMER for missing or defective packages not reported within the time limits and in the manner specified above. Claims from the DISTRIBUTOR made within the time limits and in the manner specified above, and accepted by VELIMOTOR EUROPE, will allow for the repair, replacement, or issuance of a credit note for the PRODUCTS concerned. VELIMOTOR EUROPE disclaims all liability for any consequential, direct, or indirect damage or loss.

3.5 No PRODUCT returns will be accepted by VELIMOTOR EUROPE without its prior written consent. In the absence of such consent, the return shipping costs will be borne by the DISTRIBUTOR. VELIMOTOR EUROPE also reserves the right to establish a specific procedure for managing PRODUCT returns on a case-by-case basis, including the right to charge the CUSTOMER for costs incurred by returns or delivery refusals.

3.6 ADDITIONAL COSTS

If additional costs apply upon arrival of the products in the destination country, they will be borne by the customer.

3.7 GOVERNING LAW / JURISDICTION

The parties agree that this contract is governed by the laws of Hong Kong and is subject to the exclusive jurisdiction of the courts of Hong Kong, China.