General Terms of Sale

1 Seller and scope

1.1 The seller is SYNOVIA EXPORT [registered name and legal suffix], a company incorporated with RAK ICC under registration number [complete], with registered office [complete], registered agent [complete], website [complete], email [complete] and telephone [complete] (Seller). Its authorised activities and any required operating permissions must be confirmed before sales begin. No current incorporation, licence or regulatory approval is represented by this draft.

1.2 The Seller sells vehicles as principal, not merely as an introduction agent. These terms cover new Chinese domestic-market vehicles exported from China to approved destinations. A consumer buys for purposes outside their trade or profession; a business buyer buys for business purposes. Actual legal status prevails over a box selected at checkout.

1.3 Mandatory law prevails. Next in priority are the applicable destination addendum, expressly agreed special conditions, the signed sales agreement and its vehicle, price and warranty schedules, then these terms. A special condition cannot remove mandatory consumer protection. Advertised commitments forming part of the bargain remain binding. No website update changes an accepted order.

2 Orders and acceptance

2.1 Listings invite enquiries and are not unconditional offers. Before acceptance, the Seller supplies a dated quotation, vehicle specification, final price, delivery window, these terms, destination rights and warranty particulars in a form the buyer can retain. The buyer may correct errors before signing. The contract is formed when both parties sign the completed agreement; the 30% advance is then due. No customer funds are to be collected under this pre-incorporation draft.

2.2 Acceptance requires confirmed vehicle availability, lawful Chinese export, destination import and registration eligibility, an identified importer, a workable delivery route and any promised local warranty. If these cannot be confirmed, the Seller must decline the order rather than take a non-refundable reservation. An unaccepted payment is returned within seven calendar days, subject to any shorter legal deadline.

3 Vehicle and technical disclosures

3.1 The signed specification identifies make, model, model year, powertrain, trim, battery where applicable, colours, equipment, production date if known and agreed maximum delivery mileage. The VIN must be confirmed in a signed allocation record before shipment. No substitution of model, VIN once allocated, specification or material equipment is permitted without written buyer agreement.

3.2 Any previous registration, export registration, demonstrator use, repair, damage or material storage history must be disclosed before acceptance. The Seller must not describe a previously used or registered vehicle as unregistered new stock. Factory tests and necessary logistics mileage must stay within the agreed limit or be approved before delivery.

3.3 The destination schedule must state charging connector and voltage, compatible charging equipment, interface languages, connectivity, app access, navigation, remote functions and software-update availability. Published range is a test figure, not a guaranteed real-world range. Acceptance of disclosed Chinese-market features does not excuse a safety defect, misdescription or failure to supply the agreed functions. Manufacturer warranty outside China exists only where verified and expressly documented.

4 Final price and destination responsibilities

4.1 The agreement states one final price and currency. It includes the vehicle, lawful export, freight, cargo cover, import clearance, applicable import duties and taxes, ordinary port and handling charges, agreed compliance work, initial registration and plates where legally available through the Seller, and delivery and unloading at the named accessible address. Personal motor insurance, fuel or charging after handover, and recurring road taxes are not sale-delivery charges and remain the buyer’s responsibility. Any further exclusion must be conspicuously agreed before signature; the sale must not be advertised as all-inclusive where an essential delivery charge is excluded.

4.2 The Seller bears ordinary freight, exchange-rate and tax-estimation risk after acceptance. Additional amounts are limited to buyer-requested changes accepted in writing, or reasonable evidenced incremental costs directly caused by a buyer breach after notice and opportunity to remedy. No unilateral surcharge applies. The Seller must mitigate costs and cannot recover the same loss twice.

4.3 DDP [exact delivery address], Incoterms® 2020, applies only where the Seller or its appointed lawful importer can perform import formalities. The signed schedule identifies the importer and broker. If local law requires the buyer to be importer of record, that arrangement must be agreed before acceptance in a destination addendum; it does not shift the agreed import costs to the buyer. The Seller additionally undertakes unloading and the expressly listed registration work. If no lawful arrangement is available, the order must not be accepted.

5 Payment obligations

5.1 Thirty per cent of the final price is payable on signing, as an advance credited against the price, not an automatic forfeiture or a contractual option to withdraw. Procurement starts only after receipt. The remaining 70% becomes due upon the buyer’s receipt of the documentary notice in clause 5.2 and must be credited within three Business Days. Business Days are Monday to Friday excluding bank holidays in the UAE and the buyer’s payment country. Any mandatory restriction on payment or statutory right to withhold payment prevails.

5.2 The notice comprises the balance invoice, a legible copy of the carrier-issued final on-board bill of lading identifying the shipment and buyer as consignee where lawful, and a vehicle packing list linking the shipment to the agreed VIN. A booking, draft B/L or received-for-shipment receipt is insufficient. Where secure documentary control requires a negotiable B/L to the Seller’s or bank’s order, with the buyer as notify party, that structure must be expressly selected in the signed shipping schedule before shipment. It cannot be substituted unilaterally.

5.3 Receipt means actual delivery to the nominated email address, evidenced by delivery records and no failure notice, or acknowledged access to the secure customer portal. A notice arriving after 17:00 in the destination time zone is treated as received on the next Business Day. An objectively material documentary discrepancy suspends the balance deadline until corrected. The Seller must provide a way to verify carrier and shipment references.

5.4 Payment is by bank transfer to the Seller’s verified corporate account or an authorised payment link naming the Seller as merchant. No payment to a shareholder’s personal account is authorised. Payment is received when the corporate account is credited or the processor confirms capture and availability to the Seller; a screenshot or transfer instruction is not proof of receipt. No undisclosed processing surcharge applies. The buyer’s bank currency conversion is outside the Seller’s price. Changes to bank details must be verified using an independently known contact.

6 Control of release and title

6.1 Before loading, the Seller must obtain written confirmation from the carrier and relevant forwarder that the selected document structure permits withholding cargo release until the Seller’s instruction. Originals, endorsement, electronic control and telex or express release shall not be transferred or authorised before full payment. A sea waybill or straight B/L that permits delivery without surrender must not be used for this credit exposure unless another effective security arrangement has been signed. These terms do not themselves bind the carrier.

6.2 After full payment the Seller shall promptly release the required documents, normally within two Business Days, while preserving its delivery duties. Ownership passes after full payment and identification of the vehicle, subject to destination property law and necessary formalities. Transit risk remains with the Seller until physical handover and unloading at the agreed address. Payment and document release do not constitute physical delivery or acceptance of condition.

7 Delivery and inspection

7.1 The agreement fixes an estimated delivery window and a latest delivery date. The Seller must notify material delays, their cause and a revised estimate. Transit estimates are not a right to delay indefinitely. If the latest date is missed, the buyer may require performance within a reasonable additional period and then terminate, without prejudice to earlier termination permitted by mandatory law or an expressly essential date.

7.2 The buyer shall supply accurate identity and registration information and reasonable access for unloading, and cooperate with lawful customs formalities. The Seller shall arrange a delivery appointment. A failed appointment caused by the buyer may attract evidenced reasonable redelivery costs after notice. No physical recovery or resale may occur contrary to local law.

7.3 The parties record VIN, odometer, keys, documents and visible condition at handover. The buyer should photograph visible damage and notify the Seller promptly, preferably within 48 hours. Signing a delivery receipt or missing that preferred period does not waive latent-defect, safety, non-conformity or mandatory rights. A material non-conformity must be resolved through the remedies available under the applicable law; the Seller may not force acceptance of an unsafe or materially different vehicle.

8 Warranty and after sales

8.1 Statutory guarantees remain applicable independently of commercial cover. A two-year commercial warranty applies only when selected and fully described in the signed warranty schedule, including provider, territory, start date, mileage limit if any, covered parts and labour, exclusions, repair location, claim contact and transport costs. If no commercial cover is selected, that fact must be expressly disclosed before signature; statutory rights are unaffected.

8.2 The buyer shall follow the disclosed maintenance requirements and take reasonable steps to prevent further damage. Any exclusion for misuse, modifications or missed maintenance applies only to damage causally connected to that conduct and only where lawful. Emergency safety measures do not automatically void cover. Third-party repair arrangements do not release the Seller from its own obligations. The Seller will communicate applicable safety recalls and coordinate the legally required response.

9 Cancellation and nonpayment

9.1 Mandatory withdrawal and cancellation rights take priority. Outside those rights, cancellation requires written agreement or a contractual or legal ground. Where the buyer breaches the contract, the Seller may suspend affected performance and issue a written demand allowing at least seven calendar days to remedy, or any longer mandatory period. After an uncured material breach, the Seller may terminate to the extent legally permitted and seek lawful recovery or resale after notice.

9.2 The advance is not automatically retained. Any lawful deduction must reflect evidenced, reasonable net loss caused by the breach, after mitigation and credit for resale proceeds or supplier refunds. The Seller shall provide an account and return any surplus within 14 calendar days of quantification, without delaying a mandatory refund. The buyer remains liable for a proven lawful shortfall; there is no double recovery. Seller nonperformance, inability to supply the promised lawful import or a valid statutory withdrawal does not justify a blanket 30% deduction.

9A Voluntary cancellation before handover

9A.1 In addition to mandatory rights, a buyer may cancel before physical handover by a clear written notice identifying the order. The Seller must stop avoidable expenditure promptly. The following commercial policy applies only where no more favourable mandatory right applies. A lawful statutory withdrawal, Seller breach or failure of the promised lawful import is handled without these commercial cancellation deductions.

Stage 1 Before a binding supplier purchase: all amounts paid are refunded without a cancellation fee.

Stage 2 After supplier purchase but before loading: refund of amounts paid less only reasonable, documented and irrecoverable supplier cancellation and preparation costs directly attributable to this order, after applying supplier refunds and mitigation.

Stage 3 After container loading or vessel departure but before handover: cancellation remains available. The Seller shall explore release at origin, diversion, return or lawful resale, selecting a reasonable cost-minimising route. Only documented irrecoverable cancellation costs, wasted freight and necessary additional storage, diversion or return costs caused by the cancellation may be deducted. Loading alone never makes the whole price non-refundable.

9A.2 For voluntary cancellation under this policy, aggregate deductions may not exceed the lower of the eligible evidenced net costs and 30% of the final price. There is no fixed 30% penalty. The vehicle purchase price retained in a recoverable vehicle, lost profit, ordinary overhead and hypothetical costs are not deductible. No additional cancellation shortfall is payable under this voluntary policy. Clause 9.2 applies to separate breaches, not to exercising this cancellation right.

9A.3 Within two Business Days the Seller shall acknowledge cancellation and stop issuing new payment demands for the cancelled sale. Within 14 calendar days after receiving the notice, it shall refund amounts paid less deductions supported by an itemised account and available evidence. It shall not wait indefinitely for resale or make speculative deductions. Later recoveries of previously deducted costs must be passed to the buyer within seven calendar days. Any shorter statutory deadline prevails.

9B After handover and other refund events

9B.1 After handover, change-of-mind returns follow applicable statutory rights or a separately agreed return offer. Delivery does not remove defect remedies. For a transit total loss, unavailable vehicle or impossible lawful import not caused by the buyer, the buyer may accept an expressly agreed replacement or receive a full refund within 14 calendar days after termination, or sooner if required by law. A refund is not conditional on the Seller receiving insurance or supplier proceeds.

9B.2 Refunds use the original payment route and payer where practicable and lawful; another verified route requires agreement. No refund processing fee applies. For a defect or Seller breach, the Seller bears necessary lawful return costs. For a statutory change-of-mind return, return costs are allocated only as permitted and disclosed before purchase. The destination addendum must identify a usable return address and process. The Seller must not require an undisclosed return to China.

Morocco consumer notice

Where Moroccan Law 31-08 applies, the distance-sale withdrawal period is generally seven days from receipt of the goods, extended to 30 days if required written information is not confirmed. Refund is due within 15 days of withdrawal. Statutory exceptions require an actual legal basis; import to order or a standard colour choice does not by itself establish an exception. Any stronger mandatory right prevails. Send an unambiguous withdrawal notice to the Seller’s stated email or postal address, identifying your name, order and decision to withdraw. The Morocco destination schedule must be completed before acceptance.

10 Disruption and compliance

10.1 An event beyond reasonable control may excuse only the obligations actually prevented, subject to mandatory law. The affected party must notify the other promptly, provide reasonable evidence, mitigate and resume performance. Ordinary supplier default, lack of funds or an unprofitable order is not automatically force majeure. After 60 consecutive days of prevention, either party may terminate the unperformed part by written notice; the Seller shall refund amounts for undelivered vehicles within 14 calendar days or any shorter mandatory period. Earlier statutory rights remain.

10.2 The Seller may request proportionate identity, authority, source-of-payment and end-use information and refuse an unlawful transaction. Export controls, applicable sanctions and destination restrictions must be checked before acceptance and shipment. A legally required suspension must be explained where permitted; funds may be retained only as required by law, not as an automatic penalty. The buyer must not supply false documents or demand false customs values.

11 Liability

11.1 For business buyers only, and to the extent lawful, the Seller’s aggregate damages liability for an order is capped at its total contract price; indirect or consequential loss and lost profit are excluded. The cap does not limit repayment of the price, express warranty performance, fraud, wilful misconduct, gross negligence, death or personal injury, title obligations or liability that cannot lawfully be limited. No contractual damages cap or consequential-loss exclusion under this clause applies to consumers.

11.2 Each party must take reasonable steps to mitigate loss. Nothing waives a lawful payment dispute or card- scheme right. A chargeback does not itself decide the underlying contractual merits; neither party may receive duplicate reimbursement. The Seller may submit genuine order, shipping and delivery evidence to the payment provider.

12 Complaints and general provisions

12.1 Complaints and legal notices go to the contacts in the agreement. The Seller aims to acknowledge complaints within two Business Days and provide a substantive response within ten, without postponing legal remedies. These terms are governed by UAE federal law as applicable in Ras Al Khaimah. For business buyers, the competent Ras Al Khaimah courts have exclusive jurisdiction. Consumers retain mandatory home-country protections and any forum available under mandatory law. No arbitration agreement is imposed by these terms.

12.2 English and Arabic are intended to have the same meaning. They shall be read together; mandatory language requirements prevail and no language-priority clause removes consumer rights. A material discrepancy must be corrected by agreement, or determined by the competent court under applicable law. Invalid provisions are severed only where the remainder can lawfully operate. Assignment of seller obligations requires buyer consent where required by law. Subcontracting does not discharge the Seller. Electronic signatures and retained electronic records may be used to the extent recognised by applicable law.

12.3 Website material may not be copied commercially without permission or used for fraud, unlawful access or interference. Third-party trademarks identify vehicles and do not represent manufacturer authorisation. Personal data needed for orders is shared only as lawfully necessary with suppliers, carriers, customs, payment providers and service partners, as detailed in a separate published privacy notice. These terms are not a substitute for that notice or required cookie controls.