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GENERAL CONDITIONS FOR PARTICIPATION IN THE “ALD CARMARKET” SITE FOR THE ONLINE SALE OF SECOND-HAND VEHICLES

1. PURPOSE

The purpose of these general conditions for participation (hereafter referred to as the “General Conditions for Participation” in the “ALD Carmarket” site www.aldcarmarket.ro for the online sale of second-hand vehicles (hereafter referred to as the “Site”) is to define the conditions of access to the Site, the organization and the conduct of the online sales as well as the rights and obligations of the seller and the Buyer in respect thereof. ALD Automotive reserves the right to amend these General Conditions for Participation at any time and for any reason whatsoever.


2. PUBLICATION AND SITE HOSTING

2.1 Publication

Motrada Handels GmbH
MOTRADA’s VAT Code: ATU61413456
Reisnerstraße 25/4
1030 - Wien
www.motrada.net
info(a)motrada.com
T: +43 (0) 7 200 10 313
F: +43 (0) 7 200 10 313-99
Guillaume Hebrard

2.2 Hosting

Pygmalion Proiect Communication SRL
Bucharest, 4th district, 20 Dimitrie Cantemir Boulevard, block 8, entrance 1, 2nd floor, app. 11
CUI 26384541
J40/271/2010
0766473037
office@pygmalionadv.ro


3. DEFINITIONS

Buyer: refers to any Participant who has received a Notification from ALD and who has paid the Sale Price.

ALD: refers to ALD Automotive SRL (a limited liability company, with a share capital of RON 58,230,750 with the main headquarters in Bucharest, 1-7 Ion Mihalache Boulevard, 3rd floor, BRD Tower, 1st district, postal code 011171, registered with the Bucharest Trade Registry under no. J40/20912/15.12.2004, fiscal registration code RO17043227), whether it is acting as (i) organiser of the online sales or (ii) owner of the Vehicles which are put on sale on the Site.

Owner of the Vehicle(s) or the Owner: refers either to BRD SOGELEASE IFN S.A. (a joint stock company, with a share capital of RON 9,000,000, with the main headquarters in Bucharest, 1st district, 1 – 7 Ion Mihalache Boulevard, 12th floor, BRD Tower, registered with the Bucharest Trade Registry under no. J40/6764/31.07.2001, fiscal registration code RO 14080565, bank account no. RO30BRDE450SV00992744500 opened with BRD-Groupe Société Générale S.A.- Major Corporate Clients Branch, registered with the General Register kept by the National Bank of Romania under no. RG-PJR-41-110036/30.11.2006, RS-PJR-41-110006/30.11.2006), or BRD Finance IFN S.A. (a joint stock company, with a share capital of RON 108.200.000, with the main headquarters in Bucharest, 1st district, 1 – 7 Ion Mihalache Boulevard, 15th floor, BRD Tower, registered with the Bucharest Trade Registry under no. J40/6083/15.04.2004, fiscal registration code RO16334236, bank account no. IBAN RO47BRDE450SV02998364500, opened with BRD-Groupe Société Générale S.A.- Major Corporate Clients Branch, registered with the General Register kept by the National Bank of Romania under no. RG-PJR-41-110035/29.11.2006) or ALD, as the case may be.

Processing fee is the amount of money of 150 Euro, VAT included, to be paid by the participant selected, along with the sale price on the invoice issued by ALD to cover the costs of analysis for the best offer/bid and the analysis of the buyer’s documents.

Personal Data: refers to any information relating to an identified or identifiable individual, directly or indirectly, by reference to an identification number or one or more factors specific to him/her. Under these General Conditions for Participation, ALD and the other Owners of the Vehicle(s) may use personal data relating to individuals acting as the representatives and/or contacts of the Participants or acting on their behalf within the framework of the online sales.

Notification: refers to the email sent by ALD to the Participant whose Purchase Bid has been selected with a view to concluding the Sale.

Purchase Bid: refers to the price at which the Participant offers to buy the Vehicles. The Purchase Bid shall be expressed in EUR and shall always include the VAT of 19% (as this may be amended from time to time), irrespective of whether the Participant is registered in Romania, European Union or outside European Union.

Participant(s): refers to (a) the Automobile Specialist(s) authorised to participate in online sales; and (b) any legal entity authorised to participate in online sales.

Sale Price: refers to the price that shall be paid to the Owner (as this is indicated on the Site) by the Participant for whom the Purchase Bid has finally been selected and who has received a Notification from ALD.

Automobile Specialist: refers to any authorized individual (in the Romanian language persoana fizica autorizata) or corporation or entity, that is involved in the automobile business and that has perfect knowledge of the automobile market and in particular the second-hand car market and that is buying any Vehicle for professional and/or commercial purposes.

Vehicles: refers to one or more vehicles or a batch of vehicles.

Sale: refers to the deed of sale that results from the process described in articles 6, 7 and 8 herein, and pursuant to which the Participant/Buyer undertakes to pay the Sale Price to the Vehicle’s Owner.

Workdays: refers to any day (other than Sundays, Saturdays and the official holidays in Romania), from 09:00 to 18:00.


4. PARTICIPANTS

4.1 Status of Participants

Only Automobile Specialists and legal entities may participate in the online sales conducted through the Site.

By accepting these General Conditions for Participation, the Participant certifies that it is an Automobile Specialist and/or a legal entity duly incorporated.

In order to become Participant, any person is required to comply with the following procedure:

(a)filling in all the identification data requested on the registration page (Registration – step 1 and Registration – step 2, Participant Data);
(b)checking all the identification data filled in and, as the case may be, appointing the representative;
(c)careful reading of the General Conditions for Participation;
(d)if the person completely agrees to the General Conditions for Participation, the „I have read and accepted” box shall be checked and the „Register now” button shall be clicked on;
(e)printing the document appearing on the screen, signing it and submitting it (along with the following documents: for authorised natural persons – a copy of the identity card/passport, the authorisation documents and the fiscal registration certificate; for legal persons – a copy of the registration certificate and the fiscal registration certificate) to ALD, necessarily by fax to the number appearing on the screen and in original version to the registered office of ALD, Operations Department.

4.2 ALD’s right to control the status of the Participants

ALD reserves the right to have a risk study, especially an anti money laundry risk study, carried out in order to evaluate the Participant’s financial and legal capacity to honor its commitments pursuant to the online sales in which it could participate.

Any refusal from the Participant to provide the information requested could lead to ALD’s refusal to grant right of access to the Site.


5. USER NAME AND PASSWORD

5.1 Issuance by ALD of a Password and User name

After ALD will receive the documents mentioned under article 4 above, ALD will grant to each Participant which has accepted the General Conditions for Participation and which fulfils the conditions defined in article 4, a user name and a password in order to access the Site and to participate in online sales.

In the case of any amendment to the General Conditions for Participation, ALD will send the new General Conditions for Participation by email to each Participant.

In case the Participant shall continue participating to the sales and submitting Purchase Bids, it shall be considered that the Participant accepted and agrees with the new General Conditions for Participation.

ALD reserves the right, at any given moment and for any reason whatsoever, to deactivate the user name and password of any Participant.

5.2 Confidentiality of user name and password

The user name and password granted to each Participant are strictly personal and are to be used under its sole responsibility. For this purpose, the Participant undertakes to maintain their confidentiality and in particular never to write them down or disclose them to a third party.

The Participant shall only make a Purchase Bid in its own name and on its own behalf.

Any Purchase Bid made by an intermediary using the Participant’s user name and password will be irrefragably presumed to have been made by said Participant in person.

A Participant shall not be entitled to claim that its user name and password have been used by a third party, in order to obtain the cancellation of a Purchase Bid by ALD and shall have no right to remedy in respect thereof. Unless specifically otherwise provided by ALD, all purchases made by the Participant with its user name and password will be charged in their full amount to the Participant, as well as any expenses indicated herein.


6. ORGANIZATION OF SALES

6.1 Start and end of the sales

ALD will publish on the Site the date and the time of the start of each sale, as well as the date and the time of the end of said sale.

6.2 Selection of Vehicles put on sale

ALD and each Owner will have sole discretion to decide which Vehicles will be put on sale.

ALD and each Owner will have the right to change or remove one or more of the Vehicles put on sale, without having to explain the reasons.

The Owner will publish on the Site a description of the Vehicles put on sale that is as accurate as possible.


7. CONDUCT OF SALES

7.1 Purchase Bid

The Participant can make one or more Purchase Bids for a sale during the entire period of the sale, pursuant to article 6.1. No Purchase Bid shall be made once the sale has ended.

The Participant who has made the Purchase Bid undertakes definitely and irrevocably to pay the Sale Price in the case where its bid is selected by the Owner.

Once the Purchase Bid has been submitted, the Participant will no longer have the possibility to withdraw it but it will have the possibility to make a higher Purchase Bid if it so wishes. This Purchase Bid will be binding upon the Participant for a minimum period of 3 Workdays days as from the end of a sale.

Vehicles may be visited at the places indicated on the Site, usually from 09:30 to 17:30 during the Workdays, being necessary for the Participant to send an email to masini_de_ocazie@aldautomotive.com, announcing the day, time and identity of the person (first name, last name, personal identification code) visiting the Vehicles. In the case of persons empowered by Participants who are legal persons it is necessary to also submit a power of attorney signed by the Participant’s legal representative.

In case any Participant makes any Purchase Bid, it is presumed that the Participant is aware of the technical and visual conditions of the respective Vehicle.

7.2 Process of Purchase Bids

7.2.1 Choice of a Purchase Bid by the Owner

At the end of the period of time given to Participants to make their Purchase Bids, the Owner will review all the Purchase Bids made by all Participants in order to determine, at its sole discretion, which one will be chosen.

The Owner’s choice will be based in particular on elements such as the price offered by Participants, the financial situation of the Participants, as well as any other criteria which are at the Owner’s sole discretion.

7.2.2 Dispute concerning the Purchase Bid chosen by the Owner

In the event of a dispute concerning the Purchase Bid chosen by the Owner, then the Owner may at its sole discretion decide which of the Participants has made the best Purchase Bid and that complies with the Owner’s internal policies, without any right for other Participants to remedy in respect thereof.

In the event that the Purchase Bid initially selected by the Owner is (actually) not eventually selected (even as a result of the cancellation/termination of the Sale/salepurchase agreement), in particular when a doubt exists concerning the identity of the Participant and/or the origin of the funds used for the purchase of Vehicles, the Owner will have sole discretion to select the Purchase Bid of another Participant or to purely and simply cancel the sale.


8. CONCLUSION OF SALES

8.1 Notification

At the end of each sale, the Participant selected by the Owner for the purchase of Vehicles will receive a Notification from ALD in a maximum period of 2 Workdays from the end of the sale.

The Owner will then proceed to send by email a proforma invoice to the Participant (issued by the Owner).

The sale-purchase agreement is deemed to be entered into by the Owner and the Participant on the day ALD will send the Notification to the Participant, whereby the Participant receives the confirmation that Purchase Bid has been finally selected by the Owner.

8.2 Payment of the Sale Price

The payment of the Sale Price to the Owner shall take place within maximum 3 Workdays after the date of issuance of the proforma invoice, and must be paid exclusively via bank transfer into the bank account which details will have been provided to the Participant by the Owner.

In the case of Buyers located/residing in Romania, the proforma invoice shall be issued in RON, at the National Bank of Romania exchange rate valid on the date of the proforma invoice issuance; in the case of Buyers located/residing outside of Romania, the proforma invoice shall be issued in EUR.

In the event that the Sale Price is not paid to the Owner within the aforementioned period of time, the Owner reserves the right to deem the sale-purchase agreement rightfully terminated, with immediate effect, without the need for any court intervention and with no other prior formality (in the Romanian language: pact comisoriu în conformitate cu articolul 1553 din Codul Civil), it being sufficient for the Owner to submit a notification by which to inform the Buyer regarding the agreement termination. The Buyer agrees that this situation represents an event of default of the sale-purchase agreement which leads to the Owner’s cancelation/termination of the sale-purchase agreement, the Buyer being thus deemed rightfully in default due to the failure to fulfil its contractual obligations.

In any event, the Buyer who does not pay the Sale Price within the given period of time will be liable to the payment of a lump sum of an amount equivalent to ten per cent (10%) of the Sale Price (criminal clause) plus taxes.

Moreover, ALD reserves the right to suspend or cancel the right of access to the Site of any Participant who has not paid the Sale Price within the given period of time.

ALD shall issue and remit to the Buyer the fiscal invoice after the Sale Price was paid. In case the Buyer will make the payment for the Sale Price within the dates 27th – 30th /31st of the month, the related fiscal invoice, will be dated by ALD with the 1st day of the next month.

8.3 Retention of Title – Transfer of Ownership – Transfer of Risks

8.3.1 Retention of Title

Notwithstanding anything to the contrary in the General Conditions for Participation, the Owner retains total ownership of the Vehicle(s) until full payment has been made by the Buyer for the total amount of the Sale Price.

8.3.2 Transfer of Ownership and Transfer of Risks

The transfer of ownership of the Vehicles will take place as of the date on which the Owner receives from the Buyer the full amount of the Sale Price.

In this respect, the Buyer will be solely responsible for any direct or indirect consequences that may occur after the transfer of ownership right, whether they are covered or not by its insurer; moreover, during the Vehicle’s storage, the Buyer shall incur the risks mentioned under article 8.4.1. below (even if the ownership right has not been yet transferred).

For the avoidance of any doubt, as long as the Vehicle is not delivered to the Buyer, the risk of the agreement, as well as the risk of fortuitous loss of the Vehicle shall be borne by the Buyer, the Owner being exempted from the fulfilment of its obligations towards the Buyer.

It is the Buyer’s responsibility, therefore, to take appropriate measures to insure the Vehicles(s) (at least TPL insurance) and, in this respect, to be able to produce a certificate of insurance at the time of collection of the Vehicle(s).

The Buyer shall register / write off the vehicle within no more than 30 calendar days as of the date of receipt of the write-off documents from the Seller. The Buyer shall be solely liable for any direct or indirect consequences that may occur after the transfer of the ownership right in terms of civil and criminal sanctions.

8.4 Collection of Vehicles

8.4.1 Date and place of collection of Vehicles

The Buyer will be solely responsible for collecting the Vehicles and will bear the associated risks and costs.

The date of collection of the Vehicles is proposed by the Owner, being expressly agreed that the collection shall take place only after the Owner receives the Sale Price and the related taxes and depository fees.

Prior to the collection of the Vehicles, the Owner will confirm to the Buyer the date at which the Vehicles will be available and the place at which they shall be collected. The Buyer is required to collect the Vehicle within 4 Workdays as from the date on which he is invited by the Owner.

In principle, Vehicles are placed at disposal in the premises intended for this purpose by the Owner.

In the event of late collection of the Vehicles by the Buyer, the Owner will store the Vehicles on behalf of the Buyer and, in this respect, will charge the Buyer all the costs related to this storage.

The price charged by the Owner for the storage of the Vehicles will be a minimum of twenty Euros (20 €) taxes not included per day, starting with the day following the expiry of the 4-Workday term. During the storage of the Vehicles (which, for avoidance of doubts, is starting with the conclusion of the Sale), the risk of damage or loss due to fortuitous occurrences or force majeure or due to any other events which have not been caused intentionally by the Owner is exclusively borne by the Buyer, who remains obliged to pay the Vehicle’s Sale Price. For the avoidance of any doubt, the Buyer shall not be relieved of fulfilling its obligations towards the Owner, as a result of the incidence/existence of any force majeure occurrence or fortuitous occurrence.

8.4.2 Collection of Vehicles by Buyer

On the day of collection the Owner will hand over to the Buyer, or his representative, the Vehicle registration certificate and the number of keys or code cards mentioned in the evaluation certificate issued by SGS.

The fiscal invoice, the Vehicle identity card, the fiscal certificate and the form for deregistering/registering the Vehicle shall be handed over to the Buyer within 10 Workdays following the signing of the collection document.

At the time of collection of the Vehicles the Buyer, or its representative empowered based on a authenticated power of attorney (apostilled or legalized, if the case), will sign a document named collection document or certificate and will certify that the Vehicles are in conformity with the sales description available on the Site. The collection document also certifies the date and time of collection of the Vehicles by the Buyer, or by his representative.

Any possible reservations concerning the condition of the Vehicles shall be reported in the presence of the Buyer, or its representative, and of the representative of the delivery company or entity chosen by the Owner. Reservations shall be stated in writing on the collection document or certificate, failing which the Buyer will be unable to further avail itself of its rights.

In the event where the Buyer, or its representative, collects the Vehicle without signing the collection certificate, the Vehicle will be systematically considered to be in conformity with the purchase made by the Buyer, which will not further be entitled to invoke the non-conformity of the Vehicles or to contest whole or part of the Sale.

8.5 Vehicle guarantees

The Vehicles are sold “as seen” with no other guarantee provided by the Owner, other than the minimum compulsory legal guarantees in force, if any, but only to the extent to which it is found that the Buyers may not legally waive them. To the extent that the Owner is held responsible for the latent defects of the sold Vehicle based on a court decision, each Buyer expressly agrees by signing these General Conditions for Participation to accept the latent defects whose individual value does not exceed EUR 300 (plus VAT, if applicable) per each latent defect and agrees that the Owner shall only incur latent defects whose individual value is greater than EUR 300 (plus VAT, if applicable) per each latent defect.

As the Buyer has freely chosen the brand and features of the Vehicle(s) subject of the Sale and as it has had the possibility, prior to the sale, to inspect and control the condition of the Vehicle(s), the Owner shall not be responsible for any visual or hidden defects affecting, or willing to affect, the Vehicle(s), their elements, spare parts, accessories or equipment and the Buyers waive to the maximum extent permitted by law to any action or right they might have against the Owner.

In the event of obvious non-conformity of the Vehicle(s) with the sales description available on the Site, the Buyer shall systematically refuse their collection and immediately inform the Owner by registered letter with acknowledgement of receipt in respect thereof.

The Buyer who accepts to take delivery of Vehicles not in conformity with the sales description available on the Site will no longer be able to invoke the non-conformity of the Vehicles or to contest whole or part of the Sale. The Owner shall not be responsible for the non-conformity of the Vehicle(s) sold, in particular if this non-conformity results from the legal or regulatory provisions.

In all cases, ALD shall not be responsible for the non-conformity of the Vehicle(s) and/or any related guarantee for the Vehicle(s) owned/sold by other Owners.

Any subsequent intervention on the odometer of the Vehicle purchased through the Site, conducted in order to modify the actual number of kilometres, relating to the mileage recorded on the date of Vehicle purchase by the Buyer, shall entitle ALD to suspend or cancel such Buyer’s right to access the Site.

8.6 Tax - Duty

The Buyer shall be in charge of all taxation, duties, fiscal and other taxes, present or to come, as well as any penalty or surcharge (“malus”) linked to any new regulations related to the protection of the environment pertaining to the acquisition and/or the ownership of Vehicle(s). The same applies to all taxation, duties and taxes related to the sale of Vehicle(s) which will be charged or re-billed for the full amount to the Buyer.

8.7 Termination of the Sales/Sale-Purchase Agreements

The Owner is entitled to deem any Sale/sale-purchase agreement rightfully terminated, without the need for any court intervention and with no other prior formality (in the Romanian language: pact comisoriu în conformitate cu articolul 1553 din Codul Civil), it being sufficient for the Owner to submit a notification by which to inform the Buyer regarding the termination of the Sale/agreement, in any of the following cases:

(a) the Buyer does not pay in full the Sale Price within the agreed term; or

(b) when signing the collection document, the Owner finds out that the identification data communicated by the Buyer are different than those communicated when the Buyer has been accepted as Participant; or

(c) the Owner/ALD has doubts as to the origin of the funds used for purchasing the Vehicle.

The Buyer agrees that such situations represent events of default of the sale-purchase agreement which lead directly to the Owner’s cancellation/termination of the Sale/salepurchase agreement, the Buyer being thus rightfully deemed in default due to the failure to fulfil its contractual obligations.

If the Vehicle is damaged or stolen between the date the sale-purchase agreement has been concluded and the expiration of the 3-Workday term applicable for the payment of the Sale Price, the Sale/sale-purchase agreement is automatically terminated, the Owner being exempted of any liability.

In case of any other events of default of the sale-purchase agreement (other than the aforementioned ones), as well as in other situations where the Owner is entitled to terminate the Sales/sale-purchase agreements, the Owner may unilaterally terminate the Sales/sale-purchase agreements.

Under no circumstances can the Buyer unilaterally terminate the Sale/sale-purchase agreement.


9. CONFIDENTIALITY

Participants undertake to treat as confidential all the information, of any nature whatsoever, written or oral, which they could be made aware of in accessing the Site and/or in participating in the online sales. They shall not quote this information, by any means whatsoever and for any reason, or communicate it to third parties and more generally to persons other than those who are authorized to be aware of it.

In this respect, Buyers shall not communicate the names and details concerning ALD and/or the Owner in the event of the re-marketing of Vehicle(s) purchased from the Owner. The Buyers also undertake for each of the said Vehicles to ensure that decustomizing operations are carried out (removing of stickers and de-customizing) on the Vehicles and that any element identifying the Owner or the previous users (lessees in particular) of the Vehicles is destroyed. Participants also undertake not to use the names, trademarks and/or logos of ALD and/or the Owner, as the case may be, as a reference or in any communication or external advertising whatsoever, unless they have ALD’s and/or the Owner’s prior and express authorization.

The Buyer agrees that, in case the Vehicle is resold and ALD receives a written request from the new buyer in order to be provided with information regarding the Vehicle’s condition at the date it was sold to the initial Buyer through the Site, ALD has the discretionary right to provide the new buyer with the certificate issued by SGS or by any other evaluator regarding the condition of the Vehicle at the date it was sold to the initial Buyer through the Site. It is expressly understood that ALD undertakes no liability with regard to the use of this information by the new buyer or by any third person further to the deliverance of such information to the new buyer.

This confidentiality agreement will remain valid for an indefinite period, and this even in the event that Participants no longer have access to the Site, or after suspension, for any cause whatsoever, of the General Conditions for Participation.


10. DATA PROTECTION

Personal Data, obtained in the context of the access to the Site and/or the participation in online sales, is intended for ALD and the Owner in order to enable them to ensure the proper management of the related services provided and the customer relationship with the Participants, including for issuing the proforma and fiscal invoice and recovering the Sale Price and related taxes and costs.

The failure to fill in the Personal Data requested during the registration process prevents the granting of the Participant status and therefore the access to the Site.

It is expressly understood that this data may be communicated to ALD and the Owner’s partners, to its brokers and insurers, sub-contractors and service providers, receivables collection companies, law and/or accounting firms, as well as to the entities of the Société Générale, to which ALD and/or the Owner belongs, established in or outside of the European Union. The transfer of personal data occurs under the conditions and legal guarantees of Romania to ensure the protection of this data.

According to the Law no. 677/2001 on the protection of individuals with regard to the processing on personal data and on the free movement of such data, the Participants have a right of access, rectification and suppression relating to Personal Data that concerns them and the right to refer to a court of law. They may also oppose the use of Personal Data.

Participants may also oppose, at any given moment, and without justification, that this data is obtained for the purposes of commercial prospecting. These rights may be exercised with ALD and the Owner by sending a written request by fax.


11. CONTENT, OBJECTIVE AND SECURITY OF THE SITE

The Site is a website with interactive services in relation with the automobile market, more specifically in the second-hand car market, and operated from the address www.aldcarmarket.ro

The information and results of the implementation of the interactive services that are offered on the Site may under no circumstances be considered as exhaustive. Before making any decision based on said information, Participants should check that it complies with and matches their requirements and objectives. Consequently, ALD’s responsibility shall in no way be sought or retained regarding the use which is made of the information available on or via the Site, as it is specified that the use of this information and these services comes under the Participants’ sole responsibility, control and management.

The distribution of information or services via the Site by ALD’s partners, including by the other Owners, is done under their sole responsibility and management and ALD does not guarantee the conformity, accuracy, completeness and nature of the information and services provided by said partners via the Site or by any other channel of distribution or marketing.

ALD is subject to a best endeavour obligation for the purpose of editing and operating of the Site. Participants use the Site at their own risk and undertake to carry out all verifications, in particular prior to the implementation of the information that the Site contains or offers via the interactive services, under their sole responsibility.

In accordance with practice and usage on Internet, ALD reserves the possibility to include or associate any advertising of its choice within the web pages of the Site.

The Participants are informed of the possibility of failures on the Internet network, especially in terms of security related to the transportation of data, of non-guaranteed continuity in the access to the Site, of non-guaranteed performances in terms of volume and of the rapidity of transmission of data and the propagation of viruses.

ALD will endeavour to make the Site accessible and available at the times specified in these General Conditions for Participation, i.e. at the times scheduled by ALD, but shall in no event be held responsible in this respect. Similarly, ALD shall not be held responsible for any difficulty in the access and use of the Site, and more generally, for any disturbances on the Internet network that could affect the access or use of the Site.


12. USE OF THE SITE AND INTELLECTUAL PROPERTY

Participants hereby undertake to unconditionally comply with all the legal and regulatory provisions of Romania and Austria, and in particular with: - industrial and intellectual property rights especially with respect to multi-media creations, software, texts, articles, photos, registered trademarks, databases, pictures of any nature whatsoever which internet users have access to via the Site, - the image rights of the models shown on the photographs, - the photographers’ and agencies’ rights to these photographs, - The Law no. 677/2001 on the protection of individuals with regard to the processing on personal data and on the free movement of such data, - the rights of the press, - the legal provisions for the protection of computer fraud.

Consequently Participants are forbidden from: creating a false identity or usurping the identity of a third party, - from introducing a virus, a Trojan horse, logic bomb or any other damaging or destructive software, - obstructing the operating of the Site, - taking over any or a part of the content of pre-existing work without obtaining authorization from the legitimate owner of this work, - reproducing and/or using the trademark, company name, logo or any other distinctive sign belonging to ALD, other Owner or a third party, - intruding or even attempting to intrude a site or the administration of the information system of the Site or from changing, totally or in part, the elements contained therein.

Unless specifically mentioned otherwise on the Site, ALD Group is the legitimate owner of the intellectual property rights which enable it to edit and operate the Site, in the following elements: - the website, and in particular its tree structure, - the organization and titles of its headings, in the visual and graphic identity, in its design, in its ergonomics, its functionalities, in its software, texts, animated or static images, sound, know-how, drawings, graphics and any other element of which the website is composed, - in the databases, their structure and their contents, - in all the elements of conception of the website, whether they be graphic or technical, - on trademarks, patents, names, company acronyms, logos, colors, graphics or any signs that could be used, realized or implemented by ALD in the context of the Site.

Therefore any reproduction, in any form whatsoever, directly or indirectly, of the elements mentioned hereunder, as well as the alteration, even partial, of the trademarks, patents, names, company acronyms, logos, colors, graphics or any signs shown on the elements accessible via the Site, and more generally any use or reproduction of these elements other than in the context of the execution of these General Conditions, is prohibited. Failing this, these practices will be deemed infringements of the law and will be subject to sanctions by the legal provisions in force in Romania and/or Austria.


13. FINAL PROVISIONS

13.1 Binding Documents/ Entire Agreement

The binding documents determined herein constitute the entire agreement between the parties (which include all Owners) with respect to its subject, consequently they replace and invalidate all declarations, negotiations, commitments, oral or written communication, acceptance, prior arrangements and agreements between the parties, relating to the same subject.

The general conditions of Participants or any other similar document, drafted or generally used by the Participants, do not apply to the access to the Site.

13.2 Independence of the Parties

The acceptance of the General Conditions for Participation herein by a Participant shall under no circumstances have the purpose or effect of creating any partnership to the benefit of the Participant, any joint venture or any employer/employee or franchiser/franchisee relationship.

None of the parties can enter into an agreement in the name of and on behalf of the other party. Therefore each of the parties undertakes not to do anything that could mislead a third party in this respect, nor to enter into any agreement nor to offer any guarantee in the name of the other party.

13.3 Partial non-validity

In the event that one of the clauses of the General Conditions for Participation shall be declared null and void, unwritten, unenforceable and without grounds, this clause will be deemed unwritten and shall not affect the validity or the continuation of all the General Conditions for Participation, unless the clause concerned is of a material or substantial nature for one of the parties at the time of signing agreement to the General Conditions for Participation. In this event, the parties shall negotiate in good faith in order to substitute this clause by a valid clause that reflects their original intention.

13.4 No Waiver

If one of the parties does not have one of its rights enforced or does not demand the execution of any of the obligations or responsibilities incumbent on the other party, pursuant to the General Conditions for Participation, then this will not be deemed in itself a waiver by the said party of its rights, obligations and responsibilities that result from the General Conditions for Participation.

13.5 Titles

The titles of the articles are for information purpose only and do not affect the content or the interpretation of the General Conditions for Participation. In the event of difficulty of interpretation between one of the titles and the clauses of the General Conditions for Participation and its content, then the titles will be deemed inexistent.

13.6 Notifications Any communication or document made or delivered by one party to the other party under or in connection with these General Conditions for Participations and/or any Sale will only be effective:

(a)if by way of fax or e-mail sent on a Workday, on the same Workday; or

(b)if by way of registered letter with confirmation of receipt, on the next Workday following the date of confirmation of receipt.


14. GOVERNING LAW- RESOLUTION OF DISPUTES

14.1 Governing law

The General Conditions for Participation herein, as well as possible Sales shall be governed and construed in accordance with the laws of Romania, being excluded the application of any international convention or treaty to which Romania is a party.

14.2 Resolution of disputes

The parties undertake to make their best efforts to reach an out-of-court settlement for any dispute that could arise out of or be in connection with the General Conditions of Participation and/or possible Sales.

Any dispute arising out of or in connection with the validity, the interpretation or the termination of the General Conditions for Participation and/or possible the Sales and which cannot be settled out-of-court within one (1) month from their date, will be subject to the jurisdiction of the competent court from the locality where the main headquarters (in the Romanian language: sediu social) of ALD or of the Owner, as the case may be, is located.

We, the undersigned, declare to have read and fully understood the General Conditions for Participation above and we accept them without restriction or reservation.

Moreover, notwithstanding or not restricting the above statement, we expressly declare that we have read and understood the following clauses of the General Conditions for Participation in the “ALD Carmarket” Site for the Online Sale of Second-Hand Vehicles:

- Clause 4 (Participants);
- Clause 5 (User name and Password);
- Clause 7 (Conduct of Sales);

- Clause 8 (Conclusion of Sales);
- Clause 9 (Confidentiality);
- Clause 11 (Content, Objective and Security of the Site);
- Clause 12 (Use of the Site and Intellectual Property).

Date: _________________

Participant: ___________
[full name]

Full name of the signatory person, signature and stamp: ____________