Introduction

Purpose

¡Welcome a OptimaVO! This document aims to help you in your journey with OptimaVO, establishing the rules of our portal and the principles of a good business relationship between OptimaVO and the BUYER.

Therefore, OptimaVO reserves the right to modify these Terms and Conditions periodically by notifying any updates. Any modification will reflect progress towards our goal, which will remain the same: being your preferred provider of used cars in Spain, providing you with easy access to the offer through a trusted, efficient, and transparent Marketplace, supported by valuable services for you.

Values of OptimaVO

Transparency:

Every used vehicle is different and has a different history. Probably, at OptimaVO we will never be able to know everything about the vehicles we sell, although we strive to discover, understand, and communicate everything we can. Our three commitments are:

1. Share and communicate everything we know about a vehicle,
2. Keep increasing the level of detail of what we know,
3. Take responsibility for the information we share with our customers.

Equal opportunities:

Equality of opportunity means that, in an auction, a BUYER must have the same chances as anyone else to acquire a vehicle, regardless of the number of purchases they make.

OptimaVO will auction vehicles one by one, allowing each BUYER to purchase each vehicle independently.

Neutrality

OptimaVO selects honest buyers who follow the rules and respect the principles of the auction. For example, it is expected that BUYERS apply and follow the relevant rules according to current legislation, as well as make only legitimate claims.

OptimaVO will fulfill its commitments and expects each buyer to do the same: a market can only function if all parties are reliable, honest, and straightforward.

OptimaVO will ensure that the vehicle descriptions are of the highest quality to facilitate the transfer of ownership from the SELLER to the BUYER.

Buyer Registration

Who can register?

Any automotive professional who wishes to participate in the auctions organized by OptimaVO must register on the website using the online registration form, attaching the required documents if requested.

The rules.

Once the user registers, they will receive a confirmation email of the terms. Acceptance of this email will signify the validation of the Purchase and Sale Terms and Conditions at auction published on the Website. For more info, visit the Terms and Conditions section of the Website.

Registration on the website and viewing vehicle listings are free and accessible to everyone. Registration allows new Registered Users to view price values and maximum bid and also use the auction service offered by the website. Registration is considered complete when the process is done correctly, the email confirmation of conditions is validated, and from here, a username and password are assigned

OptimaVO reserves the right, when deemed necessary, to request any additional information before or after validating a registration. If some requested document is not provided, the automotive professional's account may be suspended, pending the submission of the document or documents, or permanently suspended.

Once registration is completed and validated, the BUYER will be able to change the assigned password. They are obligated to maintain the privacy of their access data. If a BUYER becomes aware of any unauthorized access to their account, or suspects misuse of their data, they must immediately inform OptimaVO. BUYERS who do not comply with this requirement are responsible for any unauthorized use of their access credentials. If misuse is reported promptly, OptimaVO will activate a password change procedure, temporarily suspending the account and releasing the BUYER from responsibility for the unauthorized use of their access credentials.

Registration process

The automotive professional must access https://www.OptimaVO.Online/ and fill in the basic tax information of the company and contact person: EIN, business name, full name, phone number, and email.

Terms and Conditions.

THE BUYER, through this document DECLARES TO KNOW AND ACCEPT the General Purchase Terms published on the website https://www.OptimaVO.Online/ The "Website", owned by Optima Marketing Systems, S.L. (hereinafter OptimaVO) with VAT number B85809853, and registered office located at Avd. de Europa 19, Building 3, 2nd floor, Postal Code: 28224 Pozuelo de Alarcón, Madrid, and registered in the Commercial Registry under entry 3 of sheet 489292, folio 175 of volume 27159 of the archive

All legal entities participating in the auctions as BUYERS are aware of and accept each and every one of the clauses in these General Conditions, understanding that they are mandatory. Non-compliance with any or all of these clauses will empower OptimaVO to prevent the BUYER from accessing the auction website.

All vehicles purchased through the OptimaVO auction system are subject to these General Conditions.

1. Definitions and interpretation of concepts

1.1. OptimaVO organizes and conducts vehicle auctions and offers other services related to their marketing.

1.2. Auction: The vehicle offerings by OptimaVO, which will take place online through https://www.OptimaVO.online that OPTIMA makes available to accredited BUYERS with username and password

1.3. Bid: The amount of the offer in euros that OptimaVO has received for a vehicle and which OPTIMA has confirmed with the USER of the Website.

1.4. USER: BUYER who places a bid on the website for a vehicle at some point during the auction of the same.

1.5. Minimum appraisal value: is the minimum purchase value for that vehicle, according to our online appraiser. It's an approximate value.

1.6. Desired price: The minimum price intended by the SELLER.

1.7. Seller: Owner or their duly accredited representative, who accepts the Terms and Conditions of the auction.

1.8. Vehicle buyer: USER of the Website.

1.9. Maximum bid: Highest bid placed by a BUYER for a specific vehicle at auction and published on the website.

1.10. Sales commission: Amount owed to OptimaVO by the BUYER, corresponding to each vehicle purchased at auction.

1.11. Winning bid: The highest bid reached at an auction once the auction time has expired.

1.12. Accepted bid: The highest bid offered in an auction for a vehicle that is also accepted by the SELLER and becomes a final sale.

1.13. Amount Due from the Buyer: Corresponds to the value that the BUYER must pay for a specific vehicle or vehicles.

1.14. Vehicle: Any item published by OptimaVO on its auction website or other sales documentation auctioned by OptimaVO.

1.15. Seller: The original owner of the vehicle being put up for sale at the OptimaVO auction.

1.16. Vehicle Record: Data that the SELLER has previously filled out in the online data and appraisal form, which describes all the information related to the vehicle to be auctioned.

2. Considerations of the auction sales system.

2.1. OptimaVO is not responsible for any failures that may occur in communications, including deletion, incomplete transmission, or delays in data transmission, nor does it commit to ensuring that the website is operational at all times. OptimaVO is also not responsible for a third party, breaking security rules, introducing computer viruses or causing any other type of damage that may affect the user. OptimaVO reserves the right to modify the applications of its website, block or delete users and/or offers at any time without the need to indicate the reasons.

2.2. OptimaVO will ensure the implementation of equal opportunities for buyers at all times.

2.3. OptimaVO offers buyers different auction options, each of which will ensure equal opportunities to win for the BUYER.

2.4. Each user of www.OptimaVO.Online has the right to bid on vehicles in the auctions. A bid is unconditional and irrevocable for a period of 48 business hours after the auction closes.

2.5. OptimaVO reserves the right, even after the bids have been made, to withdraw the vehicles from the sale or auction and to correct any errors, without the buyer user being able to claim any rights from their previous offer.

2.6. The SELLER's acceptance of the purchase price after the auction ends is associated with a commission that the BUYER will pay to OptimaVO.

2.7. The BUYER will not have the right to withdraw their bid on a vehicle after OptimaVO has sent the final price confirmation along with the General Terms agreement for the vehicle purchase. If the BUYER does so regardless, OptimaVO will have the right, at its discretion, to demand compliance or rescind the purchase agreement with the BUYER.

2.8. The BUYER must initiate contact with the SELLER within 24 hours and complete the purchase within a maximum period of one week to finalize the transaction and the delivery of the vehicle along with all the documentation. The SELLER will receive the full amount of the final price, with the cost of vehicle collection to be borne by the BUYER, as well as any transfer, administrative, and other expenses related to the purchase transaction.

2.9. The final offer price resulting from the auction and accepted by the User is not subject to any additional or subsequent negotiation, neither by the User, nor by the Buyer.

2.10. Only in the event that the BUYER, at the time of pickup, finds evidence that the data provided by the SELLER regarding the vehicle is incomplete or inaccurate, related to mileage, breakdowns, unreported damages, or any other defect that could negatively affect the value of the vehicle, the BUYER shall have the right to modify their offer as they see fit.

2.11. If after having accepted the General Terms and Conditions of sale by both SELLER and BUYER, the transaction does not take place because the SELLER retracts and as long as it is due to causes external to the BUYER, OptimaVO would refund 100% of the commission received for the purchase of that vehicle to the BUYER.

2.11.1. If after accepting the General Sales Conditions, both SELLER and BUYER, the transaction does not finally close due to hidden damages and/or defects not declared by the SELLER, and the BUYER unilaterally decides on a new purchase price at the time of pickup, OptimaVO will refund 50% of the commission received for the purchase of that vehicle to the BUYER, as long as the difference between the sale price and the new purchase price for damages exceeds €500.

2.11.2. Any refunds made by OptimaVO to the BUYER would be credited to the PayPal account in the BUYER's name. Otherwise, OptimaVO would make a deposit to the BUYER's bank account.

2.12 The auctions will be online with all the same vehicle information available at www.OptimaVO.online. Automotive professionals must register in advance as users on the OptimaVO auction platform. Registration must be done truthfully and only by authorized individuals.

2.13. OptimaVO reserves the right to reject a Bid, declare an Auction invalid, or take any other actions it deems appropriate for the proper conduct of the Auction.

2.13.1. The details of the Auction format are available on the OptimaVO website www.OptimaVO.Online

2.14. A vehicle will be up for auction for 48 hours. During that time, the vehicle will be available for BUYERS on the website to bid on it (these 48 hours do not include holidays).

2.15. The minimum bid per vehicle will be €100 and always higher than the maximum bid that vehicle had at that time.

2.16. Registration and access to the bidding system on the website are completely free. Only in the event of winning an auction, a cost is applied to the BUYER.

2.17. The balance recharge is done through PayPal gateway or by attaching a transfer receipt.

2.18. El COMPRADOR podrá configurar en su panel de usuario alertas en base a sus preferencias de compra. El COMPRADOR recibirá, en función de estas alertas, avisos por los canales que sean de su preferencia, ya sea por correo electrónico, SMS o WhatsApp.

3. All rights reserved to OptimaVO

OptimaVO reserves the right to:

3.1. Accept or deny the request for access keys to an individual or company for purchasing through the internet in their online auctions.

3.2.Accept or reject the entry of a vehicle in an auction.

3.3. In exceptional cases and in accordance with the law, to provide any of the parties of the purchase agreement with the identification of the other party.

3.4. Collaborate with the police and/or judicial authorities against fraud through odometer tampering.

3.5. Extend the auction time for a vehicle based on the number of active bids and the quantity of BUYERS bidding at that moment.

3.6. Re-list a vehicle for auction if the SELLER has rejected the final offer by price. OptimaVO would ask the SELLER for the desired price and it would be added as additional information to the vehicle profile.

4. Documentation required for registration

To register as a BUYER on OptimaVO, it is necessary to complete the required information for registration. If any data is found incomplete, OptimaVO may not accept the BUYER as a participant in the auctions.

5. Conditions applicable to BUYER in the purchase of vehicles.

5.1. Considerations of the auction sales system.

5.1.1. OptimaVO auctions are exclusively targeted towards professionals in the automotive industry.

5.1.2. All BUYERS will have enough information to participate in OptimaVO auctions. This information may vary depending on the SELLER of the vehicle.

5.1.3. OptimaVO auctions used vehicles to automotive professionals. The published information is indicative and is provided to help you make your purchasing decision. It is intended that you always have information on:

• Brand
• Model
• Version
• Registration date
• Odometer reading
• Type of transmission (automatic/manual)
• Types of fuel (gasoline, diesel, electric, hybrid, alternative energies)
• Vehicle color
• Number of seats
• Number of doors
• Extra equipment
• A set of photos of interior and exterior (minimum 4 photos: technical inspection card, circulation permit, dashboard photo, and at least one external frontal photo of the car)
• When available, a picture of the last page of the records from the Revision Book history
• An aesthetic assessment report of the vehicle and overall condition, both interior and exterior, with photos of the damages identified on the vehicles, whenever the BUYER requests this report from OptimaVO. This service will have an additional cost that would be deducted from the BUYER's account balance in advance.

5.2. Auction development.

5.2.1. OptimaVO carries out, conducts, and oversees the auction, being able to discretionaly reject any bid that does not comply with the Terms and Conditions of the Website.

5.2.2. OptimaVO has the discriminatory power to remove the vehicle from the auction if, in their opinion, there are no conditions for its sale.

5.2.3. All vehicles auctioned at OptimaVO, unless expressly indicated otherwise, are auctioned with the sales tax included in the price (in case of General Regime). Each lot indicates the corresponding tax regime.

5.2.4. Every bid is a commitment to purchase on the part of the BUYER placing it

5.2.5. The final selling price will be the highest bid received by a BUYER at the moment the auction ends.

5.2.6. The BUYER will pay OptimaVO the relevant commission for the purchase made after the auction closes.

5.2.7. In relation to the bids made on the website, the accredited BUYER participating in the auction will be solely responsible for the use of their passwords, and may not claim ignorance or error as an argument to cancel a sale.

5.3. Prices of OptimaVO services.

5.3.1. The commission that the BUYER will pay to OptimaVO for the purchase consists of a fixed amount of 200€ plus 1% of the final purchase price.

5.3.2. Prices may be adjusted periodically by OptimaVO. All prices exclude sales tax.

5.3.3. OptimaVO will provide its customers with its service rates. These may be updated without prior notice, in which case OptimaVO commits to having the new rates published at least 24 hours before the auction in which they will apply.

5.3.4. OptimaVO has the right to send electronic invoices.

5.4. Payments, cancellations, account blocking and unblocking

5.4.1. Vehicle payment: The BUYER will make the payment immediately, or initiate the process to make a payment, for the commission for the purchase of the vehicle in which they had the winning offer and that the SELLER has accepted.

5.4.1.1. OptimaVO will deduct from its account the balance corresponding to the commission for the vehicle purchase. Only then, after the COMPRADOR's payment is received and all expenses related to services provided by OptimaVO are covered, OptimaVO will connect the VENDEDOR and COMPRADOR to facilitate the contract between the parties according to the General Conditions of sale at Auction defined in this document. If there are insufficient funds in the COMPRADOR's account to cover the amount due for the won auctions accepted by the VENDEDOR, OptimaVO may withhold the VENDEDOR's information from the COMPRADOR until the latter reloads the balance or sends proof of a transfer for an amount equal to or greater than the outstanding balance.

5.4.2. Commission refund request.

5.4.2.1. If the SELLER rejects the previously accepted purchase offer price at the moment of vehicle collection by the BUYER, and due to reasons unrelated to the BUYER, the BUYER must contact OptimaVO within the next 24 hours to request the refund of the commission, by sending an email to the address provided hola@optimavo.online

5.4.2.2. In case of discrepancies in the agreed purchase price offer at the time of vehicle collection by the BUYER due to damages or hidden defects not declared by the SELLER, the BUYER must contact OptimaVO within the next 24 hours by email at the following address hola@optimavo.online OptimaVO will have a period of 2 months to carry out the necessary checks before refunding the commission amount due in each case.

5.4.3. Account blocking/unblocking.

5.4.3.1. In case actions are taken to block or unblock a BUYER's account, they will be notified and their salesperson will communicate the reason.

5.4.3.2. The blocking action implies that the BUYER's accesses will be automatically blocked for all valid accounts associated with their Tax Identification Number (TIN) or ID.

6. Data processing

In compliance with the General Data Protection Regulation (GDPR) (EU) 2016/679 of April 27, as well as Organic Law 3/2018, of December 5, on the protection of personal data and guarantee of digital rights (LOPDGDD), the BUYER is informed that their data will be included in computerized files owned by Optima Marketing Systems, S.L. for the purpose of conducting the commercial relationship and keeping them informed about the company's activities. The BUYER gives consent to receive information through electronic means (SMS and email). They may exercise the rights provided for in the regulations to access, rectify, cancel, and oppose the sending of information by electronic means by communicating to the email address dpo@optimasystems.ai

The BUYER can find more information about the Privacy Policy on the website www.OptimaVO.Online.

7. Confidentiality

The BUYER and OptimaVO undertake and commit, both during the validity of this contract and following its termination for any reason, to maintain the confidentiality of all data or personal and material circumstances they become aware of as a result of this relationship, affecting the activities or businesses of their clients.

Likewise, they commit and undertake to preserve and maintain diligently the documentation they must use, adopting the necessary precautions to prevent any form of reproduction, knowledge, or disclosure by unauthorized persons. This obligation of confidentiality extends to all data entered, retained, or obtained in the use of the parties' computer system.

This obligation extends to employees of both parties, or to any third party that may be related to the present contract.

8. Applicable legislation

For everything not expressly agreed upon in this contract, the current commercial and civil legislation in the United States will apply.

9. Exclusion

Given that the relationship between both parties is purely commercial, consumer protection legislation does not apply to this contract

10. Validity of the clauses

Although the invalidity or incapacity of any clause of this contract in any of its parts is declared, the rest of the clauses or their parts will continue to be valid and effective.