1. General Provisions
2. Definitions
3. User Types and Account Structure
4. Registration and Access to the Marketplace
5. Legal Status of the Marketplace
6. Order Management and Document Exchange
7. Payment and Financial Relations
8. Intellectual Property
9. User Responsibilities and Prohibited Activities
10. Suspension and Termination
11. Limitation of Liability and Disclaimers
12. Data Protection and Cookies
13. Technical Requirements and Availability of the Marketplace
14. Governing Law and Jurisdiction
15. Final Provisions

Last Updated September 29th, 2025

1.1. These Terms of Use (“Terms”) govern the access to and use of the electronic trading platform www.autocinetica.com (the “Marketplace”), owned and operated by Marketplace Owner, and are legally binding on all users, including Sellers, Operators, and Buyers.

1.2. The Marketplace is designed for the commercial exchange of vehicle Parts between Sellers and Operators, with technical support for information flow, document exchange, and transaction monitoring. Buyers may also use the platform to interact with Operators for professional procurement purposes.

1.3. The use of the Marketplace signifies full acceptance of these Terms and of the Privacy Policy. If you do not agree with any provision, you must refrain from using the Marketplace.

For the purposes of these Terms, the following definitions shall apply:

2.1. E-Platform or Marketplace – an electronic trading platform, an information system, or a computer software of the Marketplace Owner, hosted on the Website, which enables Sellers and Operators to post information about Parts for the purpose of sale, to conclude transactions for the sale of Parts between Sellers and Operators, and between Operators and Buyers. For these purposes, the Marketplace grants the Parties access to their Accounts, provides the necessary functionality to post Offers, search for and order Parts, track Orders and Shipments, exchange documents, etc. The Marketplace Owner is not a party to such transactions but ensures the technical capability to conclude them via the Marketplace interface.

2.2. Marketplace Owner – the owner of the Marketplace and the Website; information about the Marketplace Owner is published on the Website.

2.3. Website – the internet site located at: www.autocinetica.com, which is administered by the Marketplace Owner.

2.4. Seller – a company (legal entity or entrepreneur, duly registered in accordance with applicable legislation), registered on the Marketplace for the purpose of selling Parts. Through the functionality of the Marketplace, the Seller posts Offers for Parts to the Operator, accepts Orders for Parts from the Operator, and supplies Parts to the Operator. Each Seller is assigned a unique code – “Seller ID”.

2.5. Operator – a company authorized by the Marketplace to purchase Parts from Sellers and to sell Parts to Buyers. The interactions between the Operator and the Seller, and between the Operator and the Buyers, shall be governed by the respective Agreement. The list of authorized Operators is published on the Website. Each Operator is assigned a unique code – “Operator ID”.

2.6. Buyer – a company (legal entity or entrepreneur), registered on the Marketplace for the purpose of purchasing Parts. The Buyer uses the functionality of the Marketplace to search for Parts, place Orders with the Operator, and purchase Parts from the Operator for professional purposes and in the course of business activities, including (but not limited to) resale of Parts and/or professional servicing and repair of vehicles using the Parts.

2.7. Parts – original spare parts, accessories, consumables, tools, equipment, packaging, and fluids for vehicles of various Brands, having unique Part numbers.

2.8. Offer – a commercial offer for Parts, generated and posted by the Seller for the Operator on the Marketplace. The Offer consists of Offer Terms, Offer Details, and includes Offer Lines.

2.9. Order – a request generated by the Operator through the Marketplace interface for the purchase of Parts listed in a specific Offer.

2.10. Seller’s Account – a personalized section of the Marketplace created for each Seller following registration and verification, through which the Seller manages Offers, receives and processes Orders, exchanges documents, and communicates with Operators.

2.11. Terms of Use – these present Terms, general conditions of access, registration, interaction with platform functionality, including users' rights and obligations, prohibitions, restrictions, technical requirements, Regulations, privacy policy, and other provisions determined by the Marketplace Owner. Compliance with these rules is mandatory for all users of the Marketplace.

3.1. The Marketplace may be used by the following categories of users:

• Seller – a legal entity or registered entrepreneur offering vehicle Parts for sale to Operators via the Marketplace.
• Operator – a legal entity authorized to purchase Parts from Sellers and resell them to Buyers using the Marketplace interface.
• Buyer – a legal entity or entrepreneur registered for the purpose of purchasing Parts from Operators for business purposes (e.g., resale or vehicle servicing).

3.2. Each user must create a unique Account by completing the registration and verification process. The Account grants access to the appropriate functional environment based on the user’s role.

3.3. The Marketplace Owner reserves the right to verify submitted data, approve or reject registration requests, and limit the scope of available functions for individual users at its sole discretion.

3.4. Users may designate additional authorized persons (e.g., logistics or finance managers) to operate the Account on their behalf.

3.5. Sub-accounts may be created within the User’s main Account to allow role-based access control. The main Account holder may grant or restrict access to specific functions such as order placement, documentation, or pricing.

4.1. To use the Marketplace, each user (Seller, Operator, or Buyer) must complete the registration process by submitting up-to-date and accurate information, including but not limited to:

• Legal name and organizational form;
• Country of establishment and registered address;
• Valid VAT identification number (where applicable);
• Contact details of an authorized representative;
• Any other data required by the registration form.

4.2. Users are required to maintain the accuracy of their registration data and update it promptly in case of any changes. The Marketplace Owner may suspend access to the Marketplace if data is outdated or unverifiable.

4.3. Before full access is granted, each user undergoes a verification process, which may include:

• Checking company registration;
• Confirmation of VAT number validity;
• Identity verification of the user’s representative(s);
• Assessment of compliance with the Marketplace's operational and legal criteria.

4.4. Based on the verification results, the Marketplace Owner may approve or deny access to the Marketplace. The Marketplace Owner is not obliged to disclose the reasons for refusal.

4.5. Upon successful registration and verification, the user receives access to a secure personal account (the “User Account”) on the Marketplace. The User Account is protected by login credentials and includes access to Marketplace functionality based on the user’s role.

4.6. The user is solely responsible for protecting access credentials and for all activities carried out through their Account, including by employees or authorized persons. All actions performed via the User Account are deemed actions of the respective user.

4.7. In case of loss of access, suspected unauthorized use, or change of responsible persons, the user must immediately contact the Marketplace support team.

4.8. The Marketplace Owner may suspend, limit, or terminate access to the Marketplace in the following cases:

• Violation of these Terms or any applicable rules (including any binding documents incorporated by reference, such as the Supply Offer or Delivery Regulations);
• Fraudulent or abusive behavior;
• Submission of false or misleading data;
• Security risks to the Marketplace or its users;
• Compliance with applicable legal obligations or regulatory requests.

4.9. Access to the Marketplace is provided on a non-exclusive, non-transferable, and revocable basis. The Marketplace Owner may change or discontinue features and services at its discretion.

5.1. The Marketplace Owner operates the platform solely as a neutral intermediary and digital infrastructure provider. The Marketplace Owner does not exercise control over the contractual terms agreed between users and does not provide legal, commercial, or technical guarantees regarding the outcome of any transactions.

5.2. The Marketplace itself does not act as a party, representative, intermediary, or agent in any transactions between users. In particular, the Marketplace is not a party to any sales or supply agreements between Sellers and Operators, or Operator and Buyers, and it does not assume any contractual or financial responsibility related to such agreements. The Marketplace Owner does not influence pricing and other essential, contract terms and thus does not act as a provider or co-contractor within the meaning of the EU Platform-to-Business Regulation (2019/1150) or Digital Services Act, unless otherwise expressly stated.

The Marketplace Owner acts solely as a hosting service provider as defined in Article 6 of the Digital Services Act (Regulation (EU) 2022/2065) and is not involved in the initiation, negotiation of transactions between users. No substantive influence is exerted on the contractual terms or commercial decisions of users.

5.3. The Marketplace shall not be held liable for:

• the existence, validity, or performance of any supply agreements;
• the quality, conformity, or delivery of Parts;
• the accuracy or completeness of the information published by users;
• payment processing, tax compliance, warranty obligations, or dispute resolution between users.

5.4. All rights and obligations arising from any transactions conducted on the Marketplace are established exclusively between the respective users. The Marketplace bears no responsibility for the conduct of either party and shall not be involved in any claims, demands, returns, or disputes arising from such transactions.

5.5. The existence of the Marketplace and its functionalities does not constitute legal advice, offer, or guarantee of suitability for any user’s business activities. Each user is solely responsible for ensuring that their use of the Marketplace complies with applicable commercial, tax, customs, and regulatory requirements.

6.1. The Marketplace provides registered users with technical tools to initiate, manage, and track the status of commercial interactions, including the placement of orders and the exchange of related documents.

6.2. All interactions between users, including offer acceptance, order placement, confirmation, shipment coordination, and dispute resolution, must take place through the authorized functionalities of the Marketplace or as otherwise agreed directly between the parties.

6.3. Users are responsible for ensuring the accuracy of any content or data they upload, including but not limited to product information, pricing, availability, commercial terms, and contact details.

6.4. The exchange of documents (such as order confirmations, delivery notes, packing lists, invoices, and acceptance certificates) shall be performed through the document upload and messaging tools embedded in the Marketplace interface, unless otherwise agreed by the users involved.

6.5. Each user shall retain a copy of the exchanged documents and correspondence for their own accounting, audit, and legal purposes. The Marketplace shall not be considered a document storage provider or custodian of original records unless explicitly stated otherwise.

6.6. The Marketplace does not verify, authenticate, or validate the content of any documents exchanged between users and assumes no responsibility for their completeness, legal sufficiency, or enforceability.

7.1. The Marketplace does not process, intermediate, or participate in any financial settlements between users. All payments, invoices, and financial transactions related to commercial agreements must be carried out directly between the respective parties in accordance with their contractual terms.

7.2. Users are solely responsible for determining applicable prices, issuing and accepting invoices, processing payments, and fulfilling any tax, accounting, or financial reporting obligations in connection with their transactions.

The Marketplace Owner shall not verify user compliance with tax or reporting obligations and is not responsible for any tax liabilities of users arising from their use of the Marketplace.

7.3. The Marketplace is not a payment service provider or financial intermediary and does not collect, hold, or disburse any funds on behalf of users.

7.4. The Marketplace Owner is not liable for:

• any non-payment or delayed payment between users;
• any tax obligations arising from transactions between users;
• the accuracy of invoicing or financial documentation exchanged through the Marketplace.

7.5. Any financial disputes, including claims related to unpaid invoices, pricing discrepancies, or tax liabilities, must be resolved exclusively between the parties involved and without involvement of the Marketplace.

8.1. The Marketplace, including its software, code, interface design, structure, databases, visual elements, documentation, and any related components, is the exclusive property of the Marketplace Owner or its licensors. All rights not expressly granted under these Terms are reserved.

8.2. Users are granted a limited, non-exclusive, non-transferable, and revocable license to access and use the Marketplace solely for the purposes permitted by these Terms and solely in the manner described herein.

8.3. Users shall not:

• Reproduce, modify, adapt, translate, distribute, sell, rent, or sublicense the Marketplace or any part thereof;
• Use reverse engineering, decompilation, or any method to extract the source code or algorithms of the platform;
• Copy, mirror, or replicate the Marketplace interface or design in any manner;
• Remove or alter any proprietary notices, logos, or branding contained in the platform.

8.4. All content uploaded or published by users remains the property of the respective user. However, by uploading or publishing content on the Marketplace, the user grants the Marketplace Owner a non-exclusive, royalty-free license to use such content as necessary for the operation and improvement of the Marketplace, including data analysis, indexing, and presentation to other users, solely for the purpose of operating, maintaining, or improving the Marketplace.

8.5. Any trademarks, trade names, logos, or service marks displayed on the Marketplace belong to their respective owners. The use of such marks without prior written permission is prohibited.

9.1. By using the Marketplace, each user (including Sellers, Operators, and Buyers) agrees to comply with all applicable laws and regulations, these Terms, the Marketplace Privacy Policy, and any additional rules or policies communicated by the Marketplace Owner.

9.2. Each user represents and warrants that:

• they are duly organized and authorized to conduct business under the laws of their jurisdiction;
• all information provided during registration or in the course of use of the Marketplace is accurate, current, and complete;
• they have all necessary rights, licenses, and consents to publish content, enter into transactions, and fulfill their contractual obligations.

9.3. Users agree to:

• use the Marketplace in good faith and in compliance with all applicable laws and regulations, including those related to competition, data protection, trade, taxation, and customs;
• refrain from uploading or distributing unlawful, infringing, or misleading content;
• ensure that any offers, listings, and product data are lawful, truthful, and not deceptive;
• maintain the confidentiality of their login credentials and restrict access to their account by unauthorized persons.

9.4. The Seller shall be fully responsible for the lawful sourcing, authenticity, quality, and compliance of all Parts offered through the Marketplace. The Seller guarantees that all Parts supplied:

• are free from defects and suitable for their intended use;
• do not infringe any third-party intellectual property rights;
• are not counterfeit or falsified in any form;
• comply with applicable EU regulations, including but not limited to Regulation (EU) 2018/858, REACH, RoHS, and CE marking rules.

9.5. The following actions are strictly prohibited on the Marketplace:

• uploading false, misleading, incomplete, or outdated information;
• placing or accepting fictitious Offers or Orders;
• uploading or distributing malicious software, including viruses and spyware;
• unauthorized access or attempts to gain access to other users’ Accounts;
• tampering with or circumventing Marketplace security mechanisms;
• offering or transacting in prohibited, restricted, or illegal goods;
• using the Marketplace for fraudulent, deceptive, or abusive purposes;
• violating the intellectual property rights of the Marketplace, its users, or third parties.

9.6. If a user engages in any of the prohibited activities listed above, the Marketplace Owner shall be entitled to suspend or terminate that user’s access to the Marketplace without prior notice and may take legal action, including notifying competent authorities.

9.7. Users shall indemnify and hold harmless the Marketplace Owner against any damages, claims, penalties, or legal actions arising from violations of these Terms or applicable law, including but not limited to unlawful content publication, infringement of third-party rights, or misuse of the Marketplace.

9.8. If any user believes that content published on the Marketplace infringes legal rights or violates applicable law, they may notify the Marketplace Owner by submitting a detailed complaint via the designated online form. The Marketplace Owner shall review and, if necessary, remove or disable access to the content within a reasonable time.

10.1. The Marketplace Owner reserves the right to suspend or terminate access only in the cases provided below and will inform the user of the reasons for such action, unless prohibited by law or public interest, if the user:

• violates these Terms or applicable law;
• provides false, misleading, or incomplete information;
• engages in fraudulent, abusive, or harmful conduct;
• compromises the security or technical integrity of the Marketplace;
• fails to cooperate with requests for verification, clarification, or legal compliance.

10.2. The user may terminate their account at any time by submitting a written request through the support interface, provided that all outstanding obligations (including deliveries, payments, and documentation) are fulfilled.

10.3. Suspension or termination of access does not affect the validity or enforceability of any supply agreement or other transaction already entered into by the user prior to such action.

10.4. Upon termination of access, the Marketplace Owner may retain anonymized data for statistical or compliance purposes, in accordance with applicable data protection laws.

10.5. The Marketplace Owner shall not be liable for any damages, loss of business, or lost opportunities resulting from the suspension or termination of user access in accordance with this section.

10.6. Users subject to restriction or termination may request a justification and review of the decision within 15 calendar days.

11.1. The Marketplace is provided “as is” and “as available.” The Marketplace Owner makes no warranties, express or implied, regarding the operation, availability, security, or accuracy of the Marketplace or its content.

11.2. To the fullest extent permitted by law, the Marketplace Owner disclaims all warranties, including but not limited to:

• warranties of merchantability, fitness for a particular purpose, or non-infringement;
• uninterrupted or error-free operation;
• the accuracy, reliability, or legality of user-generated content or transactions between users.

The Marketplace Owner shall not be liable for any business interruption, loss of revenue, loss of reputation, or any indirect or incidental damages arising from or in connection with the use of the Marketplace. Nothing in this section shall limit liability in cases where such limitation is not permitted under applicable law, including applicable mandatory consumer protection or business user protection regulations under EU law. This limitation shall not apply where the damage results from gross negligence or intentional misconduct by the Marketplace Owner, or in cases where liability cannot be excluded under applicable EU law.

11.3. The Marketplace Owner shall not be liable for:

• any direct, indirect, incidental, or consequential damages arising from access to or use of the Marketplace;
• any delays, interruptions, viruses, loss of data, or system failures;
• the acts or omissions of other users, including in the context of supply agreements;
• any dispute, default, or breach between users.

11.4. The Marketplace may contain links or integrations to third-party services. The Marketplace Owner is not responsible for the content, accuracy, or availability of such external services.

11.5. Users may submit complaints regarding account restrictions, technical malfunctions, or Marketplace decisions through the designated contact form available in the User Account interface. The Marketplace Owner shall respond within a reasonable time, typically within 15 business days. If the matter cannot be resolved internally, the user may initiate mediation or legal proceedings as provided in Section 14.

12.1. The Marketplace Owner processes personal data of users in accordance with applicable data protection laws, including Regulation (EU) 2016/679 (General Data Protection Regulation, “GDPR”).

12.2. The personal data processed may include names, contact details, identification numbers, IP addresses, and usage data related to the use of the Marketplace.

12.3. The purposes of data processing include:

• user registration and account management;
• order processing and communication between users;
• security monitoring and fraud prevention;
• legal compliance and enforcement of these Terms.

12.4. By registering and using the Marketplace, users consent to the processing of their personal data for the purposes outlined in these Terms and in the applicable privacy policy. Where the Marketplace Owner processes personal data on behalf of a user acting as a data controller (e.g. by hosting user-uploaded content or facilitating communication), a separate Data Processing Agreement (DPA) shall be concluded between the parties.

12.5. The Marketplace uses cookies and similar technologies to ensure proper functionality, analyze user behavior, and improve user experience. Users are notified of cookie usage upon their first visit and may manage preferences through their browser settings or platform controls and, where legally required, are asked to provide consent before non-essential cookies are placed.

12.6. Users have the right to access, rectify, restrict, or delete their personal data, as well as to object to certain processing activities, by submitting a request to the designated contact point indicated in the privacy policy. Users also have the right to lodge a complaint with a supervisory authority in their country of residence or where the data processing took place. The contact details of the data protection officer (DPO), where applicable, shall be provided in the Privacy Policy.

13.1. Users are responsible for ensuring that their hardware, software, and internet connection meet the technical requirements necessary for stable and secure access to the Marketplace, including but not limited to:

• using up-to-date web browsers (e.g. Chrome, Firefox, Safari);
• ensuring stable internet access;
• maintaining updated antivirus and cybersecurity software;
• enabling cookies and JavaScript in browser settings.

13.2. The Marketplace Owner shall make commercially reasonable efforts to ensure uninterrupted access to the Marketplace and timely processing of data and transactions. However, the Marketplace Owner does not guarantee continuous availability of the Marketplace or absence of errors, interruptions, or security breaches.

13.3. The Marketplace Owner reserves the right to temporarily restrict access to the Marketplace or its specific functions for maintenance, updates, or in cases of technical failure. Where possible, users will be notified in advance of planned maintenance windows via the Marketplace or by email.

13.4. The Marketplace Owner shall not be liable for any delays, malfunctions, or losses caused by:

• software or hardware failures on the user's side;
• internet service disruptions;
• force majeure events;
• cyberattacks or third-party interference;
• scheduled or emergency maintenance activities.

13.5. Users must not interfere with or attempt to circumvent technical limitations of the Marketplace or its protection mechanisms. In case of breach, the Marketplace Owner may restrict access and/or seek legal remedies.

14.1. These Terms shall be governed by and construed in accordance with the laws of the Portuguese Republic, without regard to its conflict of laws provisions.

14.2. Any disputes arising out of or in connection with these Terms, the use of the Marketplace, or transactions between users shall be subject to the exclusive jurisdiction of the competent courts of Lisbon, Portugal.

14.3. This provision does not affect any mandatory rights that users may have under consumer protection laws or other binding legal provisions applicable in their country of residence, if such laws cannot be waived by agreement.

15.1. These Terms constitute the entire agreement between the user and the Marketplace Owner regarding the use of the Marketplace and supersede any prior agreements, representations, or understandings, whether written or oral.

15.2. All formal communication between users and the Marketplace Owner, including notices, confirmations, and document exchange, shall be conducted via:

– the Marketplace user interface (User Account); and

– the official email addresses specified on the Website.

Notifications and messages sent via the User Account or to the registered email address shall be deemed delivered on the date of sending.

Each user is responsible for ensuring that the email addresses and contact persons provided in their Account are current and accessible.

15.3. The Marketplace Owner may amend these Terms at any time by publishing an updated version on the Website. Changes shall become effective from the date of publication, unless a later effective date is specified. Users will be notified of material changes via email and/or through their User Account interface. Users shall be informed of any material changes to the Terms at least 15 calendar days in advance, unless the changes are required by law or relate to security updates.

15.4. Continued use of the Marketplace after the updated Terms have been published shall be deemed acceptance of the new Terms. If the user does not agree with the changes, they must discontinue use of the Marketplace and, where applicable, terminate their Account.

15.5. If any provision of these Terms is found to be invalid, illegal, or unenforceable, such provision shall be modified or interpreted to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

15.6. No failure or delay by the Marketplace Owner to enforce any right or provision of these Terms shall constitute a waiver of such right or provision.

15.7. The Marketplace Owner's contact information and details for communication are published on the Website and may be updated from time to time. Users are advised to regularly check the Website for updates and notices.

15.8. The English version of these Terms shall prevail in case of any discrepancies between different language versions.