AM GROUP

GENERAL TERMS AND CONDITIONS OF SALE

VEHICLES, PARTS AND SERVICES

Version: October 2026

These General Terms and Conditions of Sale (the “Terms”) govern the commercial relationship between Alpha Mobility SA, operating under the name AM Group (hereinafter “AM Group”) and its contractual sales and/or service partner (hereinafter the “Partner”).

These Terms apply to all purchases and orders made by the Partner through AM Group, in particular through the AlMoCa platform (almoca.ch).

1. PURPOSE AND SCOPE

1.1 Scope

These Terms define the general conditions applicable to the sale and supply of vehicles, spare parts, accessories and services by AM Group to the Partner within the framework of their contractual partnership.

1.2 Application

These Terms apply to all orders placed by the Partner with AM Group, in particular through the AlMoCa platform, unless otherwise expressly agreed in writing by AM Group.

1.3 Contractual Status

These Terms form an integral part of the contractual relationship between AM Group and the Partner and are inseparably linked to the applicable Partner Agreement or other framework agreement between the Parties.

In the event of a conflict between these Terms and a specific written agreement signed by both Parties, the provisions of the specific written agreement shall prevail for the matter concerned.

2. ORDERS – FIRM AND BINDING NATURE

2.1 Placement of Orders

Orders for vehicles, parts, accessories or services may be placed by the Partner through AlMoCa or through any other ordering process expressly approved by AM Group.

2.2 Firm and Irrevocable Order

Any order finalised and submitted by the Partner through AlMoCa constitutes a firm, final and irrevocable purchase commitment.

Finalisation of an order constitutes:

• full and unconditional acceptance of these Terms;

• confirmation of the vehicle, product or service ordered;

• confirmation of the configuration, specifications and conditions displayed at the time of the order;

• acceptance of the applicable Partner purchase price, subject to the price adjustment provisions contained in these Terms; and

• a binding commitment by the Partner to purchase and pay for the ordered vehicle, product or service.

2.3 Cancellation or Modification

Once an order has been finalised, the Partner may not cancel or modify it without the prior written consent of AM Group.

AM Group is under no obligation to accept any requested cancellation or modification.

Any costs, charges, losses or additional expenses resulting from an authorised cancellation or modification may be charged to the Partner.

3. VEHICLE DELIVERY PROCESS

Unless otherwise agreed in writing, the delivery process for vehicles ordered by the Partner shall be as follows.

3.1 Order Confirmation

Once finalised, the order is registered through AlMoCa and assigned an individual order number.

3.2 Manufacturer Order and Transportation

Where the vehicle is not already available from stock, AM Group arranges the order with the relevant manufacturer and organises transportation toward Switzerland in accordance with AM Group's applicable logistics processes.

The Partner acknowledges that the delivery process may involve manufacturers, shipping companies, ports, customs authorities, homologation authorities, logistics providers and other third parties outside AM Group's direct control.

3.3 Arrival in Switzerland and Final Transportation

Once the vehicle has arrived in Switzerland and is ready for final delivery, AM Group arranges or commissions transportation of the vehicle to the Partner's designated site.

3.4 Invoicing

AM Group issues the corresponding invoice to the Partner, generally when final transportation to the Partner is being organised.

3.5 Payment

Unless otherwise agreed in writing, the invoice must be paid in full no later than upon receipt of the vehicle at the Partner's premises.

If full payment has not been received, AM Group may suspend the release of the vehicle's official registration and homologation documents until payment has been received in full.

3.6 Official Vehicle Documents

Following full payment of the corresponding invoice, AM Group shall send the available official vehicle documents to the Partner as soon as reasonably possible, generally by registered mail.

Depending on the vehicle and applicable approval procedure, these documents may include:

• Form 13.20A;

• documentation relating to Article 44 approval;

• homologation or individual approval documentation; and

• any other document required for registration of the vehicle in Switzerland.

The Partner acknowledges that certain documents may be issued or processed by public authorities or third parties and may therefore be subject to processing times outside AM Group's direct control.

4. DELIVERY TIMES

4.1 Indicative Delivery Times

All production, transportation, homologation, documentation and delivery dates or lead times displayed on AlMoCa or otherwise communicated by AM Group are estimates only.

Unless expressly confirmed in writing by AM Group as a guaranteed delivery date, such dates shall not constitute binding contractual deadlines.

4.2 Possible Causes of Delay

Delivery may be affected by circumstances including, without limitation:

• manufacturer production schedules;

• shipping or port delays;

• customs procedures;

• homologation and registration procedures;

• governmental or administrative processing;

• transportation or logistics disruptions;

• regulatory changes;

• force majeure events; or

• other circumstances outside AM Group's reasonable control.

4.3 Consequences of Delay

A delay in production, transportation, homologation, documentation or delivery shall not, by itself, entitle the Partner to:

• cancel the order;

• refuse delivery;

• claim a price reduction;

• claim compensation or damages; or

• impose penalties on AM Group.

This limitation shall not apply to the extent that liability cannot validly be excluded or limited under applicable Swiss law, including in cases of wilful misconduct or gross negligence attributable to AM Group.

5. PRICES AND PAYMENT TERMS

5.1 Partner Purchase Price

The Partner purchase price displayed on AlMoCa at the time the order is finalised shall constitute the applicable purchase price, subject to the price adjustment provisions set out in Section 9.

Unless expressly stated otherwise, applicable VAT, taxes, duties, registration charges, transportation charges or other fees shall be treated in accordance with the conditions displayed on AlMoCa or on the relevant invoice.

5.2 Payment Terms

Unless otherwise agreed in writing:

• invoices are payable in full no later than upon receipt of the vehicle by the Partner;

• payment shall be made without deduction, set-off or withholding unless expressly authorised by AM Group or required by mandatory law; and

• no discount shall be granted for early payment.

5.3 Late Payment

In the event of late payment, AM Group reserves the right, without prejudice to any other contractual or statutory rights, to:

• charge default interest in accordance with applicable Swiss law;

• suspend pending deliveries;

• withhold official vehicle documents;

• suspend access to ordering functions;

• refuse or suspend new orders; and/or

• require advance payment for future orders.

6. TRANSFER OF RISK

The risk of accidental loss, destruction or deterioration of a vehicle shall pass to the Partner upon effective delivery of the vehicle at the Partner's designated delivery site.

This provision concerns the transfer of risk only and does not affect any applicable warranty rights or obligations.

7. INSPECTION, RECEIPT AND ACCEPTANCE

7.1 Inspection Upon Delivery

The Partner shall inspect each vehicle immediately upon delivery.

The inspection shall include, insofar as reasonably possible:

• the vehicle's general condition;

• visible transport damage;

• bodywork and paintwork;

• glazing;

• wheels and tyres;

• interior condition;

• delivered accessories and equipment; and

• any other readily identifiable defect or discrepancy.

7.2 Apparent Defects

Any apparent defect, transport damage, missing item or discrepancy must be reported to AM Group immediately and, in any event, within forty-eight (48) hours following delivery through the official reporting channel or platform designated by AM Group.

Where appropriate, the Partner shall provide photographs, supporting documentation and any other information reasonably requested by AM Group.

7.3 Hidden Defects

Any defect that could not reasonably have been identified during the initial inspection must be reported to AM Group without undue delay following its discovery.

7.4 Failure to Report

Failure to report an apparent defect within the applicable period may result in the vehicle being deemed accepted with respect to defects that were or should reasonably have been identifiable upon inspection, subject to mandatory provisions of Swiss law and any applicable warranty terms.

8. PARTNER MARGIN PROTECTION

8.1 Principle

If, after the Partner has placed a firm vehicle order, AM Group introduces a new commercial campaign, price reduction or other pricing condition that would effectively reduce the Partner's margin on the relevant vehicle compared with the margin applicable when the vehicle was ordered, AM Group shall compensate the Partner for the corresponding negative margin difference in accordance with this Section.

The purpose of this provision is to protect the Partner against a subsequent commercial decision by AM Group that would negatively affect the margin of vehicles already ordered.

8.2 Conditions

Margin protection applies only where:

• the original Partner purchase price was valid and recorded on AlMoCa at the time the order was finalised;

• AM Group subsequently introduces a commercial or pricing change applicable to the relevant vehicle;

• that change results in an actual and demonstrable reduction of the Partner's margin on the relevant vehicle; and

• the conditions set out in this Section are otherwise fulfilled.

Margin protection is intended solely to preserve the Partner's applicable margin and does not create any entitlement to an additional or increased margin.

8.3 Six-Month Limitation

Any entitlement to margin compensation is strictly limited to a maximum period of six (6) months from the date on which the relevant vehicle order was finalised through AlMoCa.

No compensation shall be due in respect of pricing or commercial changes occurring after expiry of this six-month period.

8.4 Approval Procedure

Any request for margin compensation must be submitted to AM Group together with the supporting documentation reasonably required to verify the claim.

No compensation may be invoiced by the Partner without AM Group's prior written approval.

8.5 Payment of Approved Compensation

Following written approval by AM Group, the Partner may invoice the approved compensation amount to Alpha Mobility SA.

Provided that the invoice is complete and compliant, the approved amount shall be payable within thirty (30) days following receipt of the invoice.

9. PRICE ADJUSTMENT IN CASE OF EXTENDED DELIVERY TIME

9.1 Adjustment Right

If delivery of a vehicle takes more than six (6) weeks from the date on which the Partner finalised the firm order through AlMoCa, AM Group reserves the right to adjust the Partner purchase price applicable to that vehicle where justified by changes occurring after the order date.

Such changes may include, in particular:

• changes in manufacturer pricing or commercial conditions;

• changes in production costs;

• changes in transportation or logistics costs;

• significant exchange-rate fluctuations;

• changes in customs duties, taxes, levies or governmental charges;

• changes in homologation-related costs; or

• changes in manufacturer or importer commercial programmes.

9.2 Protection of Contractual Margin

Where AM Group exercises its right to adjust the Partner purchase price under Section 9.1, AM Group shall structure the corresponding commercial conditions so that the adjustment does not reduce the Partner's contractual margin applicable at the time the original order was placed.

Accordingly, a price adjustment may modify the Partner purchase price and/or the applicable recommended retail price or commercial conditions, but shall not be used solely to reduce the Partner's protected contractual margin.

9.3 Communication

AM Group shall communicate any applicable price adjustment to the Partner as soon as reasonably practicable after the relevant change becomes known.

10. SUSPENSION OF PERFORMANCE

AM Group may suspend deliveries, documentation, access to ordering functions or acceptance of new orders where the Partner:

• has overdue invoices;

• materially breaches these Terms or the Partner Agreement;

• exceeds an agreed credit limit;

• fails to provide required information or documentation; or

• creates a material financial or operational risk for AM Group.

Such suspension shall not release the Partner from its payment obligations or from firm orders already placed.

11. WARRANTY AND AFTERSALES

These Terms govern the commercial sale and delivery relationship between AM Group and the Partner.

Vehicle warranties, technical warranties, AM Care coverage, spare-parts warranties and aftersales procedures may be governed by separate warranty policies, technical guidelines, manufacturer conditions or other contractual documents issued or approved by AM Group.

Unless expressly stated otherwise, nothing in these Terms shall extend or modify the scope of any applicable manufacturer warranty or AM Care warranty.

The Partner remains responsible for complying with all applicable AM Group aftersales and warranty procedures.

12. CHANGES TO THESE TERMS

AM Group may amend or update these Terms from time to time, in particular to reflect changes in:

• products and brands;

• commercial conditions;

• logistics processes;

• regulatory requirements;

• homologation procedures;

• digital platforms; or

• operational procedures.

Unless otherwise agreed in writing, the version applicable to a specific order shall be the version presented or made available to the Partner at the time the relevant order is finalised.

Changes to these Terms shall therefore apply to future orders and shall not retroactively modify the contractual conditions of an already finalised order, except where required by law or expressly agreed between the Parties.

13. ELECTRONIC ACCEPTANCE THROUGH ALMOCA

13.1 Automatic Acceptance

These Terms do not require a separate handwritten or electronic signature in order to become binding in connection with an order placed through AlMoCa.

By clicking the final order confirmation button and thereby finalising and submitting any order through AlMoCa (almoca.ch), the Partner expressly confirms that it has had access to, read, understood and accepted these Terms in full.

The finalisation of an order through AlMoCa therefore constitutes the Partner's full, unconditional and legally binding acceptance of these Terms.

13.2 Acceptance for Each Order

Each order finalised through AlMoCa constitutes a separate confirmation by the Partner of its acceptance of the version of these Terms applicable and made available at the time the relevant order is placed.

The applicable Terms shall be made available to the Partner before final confirmation of the order.

The Partner may not finalise an order without accepting the applicable Terms.

13.3 Electronic Records and Evidence

The Partner acknowledges and agrees that AM Group may electronically record and retain information relating to each order and its acceptance, including in particular:

• Partner identity and account;

• authorised user identity;

• order number;

• date and time of confirmation;

• vehicle or product ordered;

• applicable purchase price;

• applicable version of these Terms; and

• electronic confirmation of acceptance.

Such electronic records may be retained and used as evidence of the order, its content and the Partner's acceptance of the applicable Terms, subject to applicable Swiss law.

13.4 Authorised Users and Account Responsibility

The Partner is responsible for controlling access to its AlMoCa account and for ensuring that access is granted only to persons authorised to act and place orders on its behalf.

Any order finalised through the Partner's authorised AlMoCa account shall be deemed to have been placed by the Partner and shall be binding upon it.

The Partner shall immediately inform AM Group of any suspected unauthorised access to its account.

14. SEVERABILITY

If any provision of these Terms is held to be invalid, unlawful or unenforceable, such provision shall, to the extent legally permissible, be interpreted or limited in a manner that most closely reflects its original commercial purpose while remaining valid and enforceable.

The invalidity or unenforceability of one provision shall not affect the validity or enforceability of the remaining provisions.

15. GOVERNING LAW AND JURISDICTION

These Terms, all orders placed pursuant to them and the resulting commercial relationship shall be governed exclusively by Swiss substantive law, excluding its conflict-of-law rules and, to the extent legally permissible, the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Any dispute arising out of or in connection with these Terms, an order placed through AlMoCa or the resulting commercial relationship shall be subject to the jurisdiction stipulated in the applicable Partner Agreement.

Where the Partner Agreement does not contain an applicable and valid jurisdiction clause, the competent courts at the registered office of Alpha Mobility SA shall have exclusive jurisdiction, subject to any mandatory provisions of Swiss law.