Conditions of Sales

GENERAL TERMS AND CONDITIONS OF SALE OF GARNATI PRODUCTS SL
Applicable as of May 10, 2025.

These general terms and conditions of sale are intended to define the rights and obligations governing each sales contract concluded between GARNATI PRODUCTS SL and its CUSTOMERS for the distribution of electric motorcycles of the VELIMOTOR brand ("PRODUCTS").

It is expressly stated that all obligations set forth herein are essential and that, without them, VELIMOTOR would not have entered into the contract. It is also specified that no contrary clause may be accepted without the express approval of VELIMOTOR EUROPE.

VELIMOTOR EUROPE reserves the right to amend or replace these general terms and conditions of sale subject to thirty (30) days' prior written notice to the CUSTOMER.

ARTICLE 1

1.1 ORDERS
GARNATI PRODUCTS SL supplies the PRODUCTS to the CUSTOMER for resale within the European Economic Area (EEA). An order shall only be deemed accepted after confirmation by GARNATI PRODUCTS SL.

1.2 Any cancellation or modification of an order must be sent in writing to GARNATI PRODUCTS SL three (3) business days prior to the shipment of the intended delivery; otherwise, it will be inadmissible. After this period, the sale shall be deemed concluded.

1.3 Requests for cancellation or modification of orders will only be accepted prior to shipment, by registered letter to the address of GARNATI PRODUCTS SL. Any order in the process of delivery, already shipped by sea or air transport, may under no circumstances be cancelled.

1.4 The CUSTOMER must be able to demonstrate, to the reasonable satisfaction of VELIMOTOR EUROPE, sufficient financial solvency to regularly supply the PRODUCTS. The CUSTOMER undertakes to respond favorably to any reasonable request for financial information from VELIMOTOR EUROPE.

ARTICLE 2 – DELIVERY TIME

2.1 VELIMOTOR EUROPE shall use its best efforts to deliver the PRODUCTS under the conditions agreed between the parties, unless otherwise agreed by the CUSTOMER. However, if the non-performance of the order, as accepted in accordance with Article 1.1, is due to an event beyond the control of VELIMOTOR EUROPE, the CUSTOMER authorizes VELIMOTOR EUROPE to postpone delivery or to make only a partial delivery.

2.2 Delivery dates are given for information purposes only and are not guaranteed. VELIMOTOR EUROPE will endeavor to meet the indicated delivery time, without this being considered an essential element of the sales contract. Consequently, any delay shall not entitle the CUSTOMER to refuse delivery of the PRODUCTS or to claim damages. Any order invoiced and handed over to the carrier in the customer's country may not be refused.

ARTICLE 3 – DELIVERY

3.1 Shipment or delivery dates are provided for information purposes only and reflect the best estimates of VELIMOTOR EUROPE regarding shipping and delivery times.

3.2 Any other delivery time request made by the CUSTOMER shall be at the sole discretion of VELIMOTOR EUROPE and, in any event, at the DISTRIBUTOR's expense.

3.3 VELIMOTOR EUROPE shall in no event be held liable for delivery delays.

3.4 Any damage or shortage occurring upon 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 forty-eight (48) hours of receipt.

VELIMOTOR EUROPE and its carriers disclaim all liability in the event of non-compliance with these conditions by the CUSTOMER and will not accept any claim for missing or defective parcels not reported within the time limits and in the manner specified above.

Claims made by the DISTRIBUTOR within the required time and in the specified manner, and accepted by VELIMOTOR EUROPE, will result in repair, replacement, or issuance of a credit note for the PRODUCTS concerned. VELIMOTOR EUROPE disclaims all liability for any direct or indirect consequential damage or loss.

3.5 No return of PRODUCTS shall be accepted by VELIMOTOR EUROPE without its prior written consent. Failing such consent, return costs shall be borne by the DISTRIBUTOR. VELIMOTOR EUROPE also reserves the right to establish a specific procedure for handling PRODUCT returns on a case-by-case basis, including the right to charge the CUSTOMER for costs incurred due to returns or refusal of delivery.

3.6 ADDITIONAL COSTS
If additional costs apply upon arrival of the products in the destination country, they shall be borne by the customer.

3.7 APPLICABLE LAW / JURISDICTION
The parties agree that this contract is governed by Spanish law and falls under the exclusive jurisdiction of the courts of Malaga, Spain.