U.S. GENERAL TERMS AND CONDITIONS OF BRANIE BICYCLES INC. D/B/A LEKKER BIKES
shall mean the agreement between the Customer and Lekker Bikes for the sale, purchase and delivery of Products.
shall mean any natural person or business entity with whom Lekker Bikes and its employees deal in the course of its business, including representative(s), agent(s), successor(s) and including visitors of the Lekker Bikes website.
shall mean any substantive defect of a Product in violation of any written specification by Lekker Bikes, as a result of which the Product is not fit for its intended use, at Lekker Bikes’s sole discretion.
1.4 Lekker Bikes:
shall mean Branie Bicylces, Inc. d/b/a Lekker Bikes.
shall mean any order issued by Customer to Lekker Bikes in any form whatsoever.
1.6 Party or Parties:
shall mean Lekker Bikes and Customer, individually or collectively.
shall mean the Lekker Bikes bikes or parts, provided pursuant to the Agreement, including but not limited to women’s bicycles, men’s bicycles, children’s bicycles and bicycle accessories.
shall mean these General Terms and Conditions.
2.1 These Terms apply to all offers of Lekker Bikes and exclusively govern the relationship between Lekker Bikes and Customers, and any Agreement or other agreements between Lekker Bikes and Customers, and any subsequent amendment to any agreement or the Agreement. These Terms shall be applicable even if Lekker Bikes uses third parties to deliver Products.
2.2 No other Terms shall be binding upon Lekker Bikes unless accepted by it in writing. Lekker Bikes expressly rejects any general Terms used by Customer. Customer may issue a purchase order for administrative purposes only. Additional or different Terms contained in any such purchase order will be null and void and do not bind Lekker Bikes.
2.3 Lekker Bikes reserves the right to amend these Terms at any time. New or amended general Terms shall be applicable upon thirty (30) days notice to Customer.
2.4 In case of inconsistencies between the terms of an Agreement and those contained in these Terms, those in the Agreement shall control.
3. Offers, Products, Prices and Taxes
3.1 All offers of Lekker Bikes are non-binding and may be revoked at any time, unless Lekker Bikes stated otherwise in writing. Any amendments made by Lekker Bikes in writing shall entail a new offer, automatically revoking the previous offer. Any amendments by Customer of a Lekker Bikes offer will be deemed a new offer by Customer, which Lekker Bikes may accept or reject in its sole discretion. Offers will only be deemed accepted by Lekker Bikes if it does so in writing.
3.2 Customer hereby understands and accepts that a price offer shall not be binding on Lekker Bikes and shall qualify only as an invitation for the Customer to place an Order.
3.3 Customer hereby understands and accepts that all samples, colors, drawings, models, figures, dimensions, weights or any other specifications for Products are estimates only, although Lekker Bikes will use best efforts to ensure their accuracy. Small deviations, especially in color tones, cannot be deemed a Defect of the Product.
3.4 Product configurations and prices are subject to change at any time, and Lekker Bikes shall at all times be entitled to modify price lists, brochures, printed matter, quotations and other documents.
3.5 All prices are exclusive of, and Customer shall pay, local sales tax related to Customer’s order. Customer shall pay shipping and handling costs in regards to the delivery of Customer’s Order.
3.6 The prices or fees quoted are in U.S. Dollars. Customer shall pay any currency exchange rates, if any.
3.7 All Agreements for the delivery of Products shall be treated as separate agreements.
4.1 Where payment is not made within the terms agreed upon by the parties, contractual interest shall be owed at a rate of 1.5% a month, or the highest rate allowed by law, if lower, with effect from the first day following expiration of the payment term referred to in this article; part of a month shall be considered a full month.
4.2 Payments made by Customer shall always be used first to meet all the interest and costs owed and subsequently for the settlement of claims under the Agreement which have remained outstanding for the longest period of time, even when Customer specifies that the payment relates to another claim.
4.3 Customer shall immediately pay when their Order is placed with Lekker Bikes.
4.4 If Lekker Bikes believes that Customer’s financial position and/or payment performance justifies such action, Lekker Bikes has the right to demand advanced payment at its sole discretion.
4.5 Customer shall be liable for amounts which Lekker Bikes incurs to collect payment, including without limitation, collection agency fees, reasonable attorneys’ fees and arbitration or court costs.
5. Orders, Shipping, and Delivery
5.1 All orders are subject to Product availability and Lekker Bikes is entitled to make partial deliveries. Customer is aware that Products are shipped through third party carriers and that delivery times and dates are merely estimates. LEKKER BIKES CANNOT BE HELD LIABLE FOR ANY DAMAGES AS A RESULT OF DELAY IN DELIVERY OF PRODUCTS.
5.2 Legal title and risk in the Products shall remain with Lekker Bikes until they are delivered at the point specified in the Order and will transfer to Customer upon receipt of the Product. Products are received by the Customer when Lekker Bikes or a third party carrier has abandoned the Products at the point specified in the Order.
6. Inspection, Acceptance of Products, Returns
6.1 Claims in connection to shortages or errors in shipments, or obvious Defects in Products, must be reported in writing to Lekker Bikes within five (5) business days of receipt of such shipment. If Customer fails to report timely, Lekker Bikes will have no obligation to correct such shipments, unless Customer bears all the expenses thereof.
6.2 In the case of any alleged shortage or Defects, Customer shall allow Lekker Bikes to inspect the Products subject to the alleged Defect.
6.3 Notwithstanding the above, Lekker Bikes will have no obligation to replace or repair any Products if the Products have been tampered, handled, processed or stored improperly by the Customer, or if the Products have already been processed and or if the Customer has not fully met its obligations under these Terms.
6.4 The risk of loss or damage of Products shall pass to Customer at the moment of delivery. Any damage to the Products, or any loss related thereto, shall be for the account of the Customer.
6.5 THE REMEDY FOR ALLEGEDLY DEFECTIVE PRODUCTS IS THE REPLACEMENT OF SUCH PRODUCTS OR PARTS OF SUCH PRODUCTS, AT NO COSTS FOR CUSTOMER, HOWEVER SHIPPING COSTS WILL BE FOR THE ACCOUNT OF CUSTOMER, UNLESS OTHERWISE AGREED UPON BY BOTH PARTIES. ALTERNATIVELY, CUSTOMER MAY CHOOSE TO RECEIVE A CREDIT UP THE PAID LIST PRICE OF THE DEFECTIVE PRODUCT(S) TOWARDS FUTURE PURCHASES.
6.6 Customer may return products with a minimum value of $100 within fourteen (14) days of receipt after advance written approval of Lekker Bikes, if: (i) it is in new condition, without Customer’s price tags, suitable for resale in its undamaged original packaging and with all its original parts and (ii) it has not been used, installed, modified, rebuilt, reconditioned, repaired, altered or damaged. All approved returns in the original packaging will be free of costs.. Discounted products may not be returned, unless agreed by Lekker Bikes in writing. Custom made products may not be cancelled or returned, and no refund will be made.
7. Intellectual Property Ownership and Right of Use
All intellectual property rights, e.g., patents, copyrights, trademarks, designs, models, know-how and all proprietary and/or commercial rights and trade secret rights, tools, documentations, etc., in relation to the Products, are owned by Lekker Bikes or its licensor(s). No transfer or other grant of rights is given to Customer, unless explicitly stated in writing. This applies even if Products have been specifically designed, developed or complied for Customer.
8. Cancellation, Termination and Suspension of Performance
8.1 If and to the extent that parties have not explicitly agreed in writing on the (costs of) delivery of the Products and the transfer of risk, the delivery shall be made at
URBAN BICYCLES premises, and the risk of the Products and the packing thereof shall in all cases be transferred to the Client at the moment the Products are ready for
dispatch, while the dispatch shall be effected for the Client’s account and risk. 8.2 If the Client should fail to collect the Products it has ordered or should fail to do so promptly, it shall be in default without requiring a written notice of default. In such
event URBAN BICYCLES shall be entitled to store the Products for the Client’s account and risk and to sell these to a third party. The Client shall remain liable for the
purchase price plus the interest and costs (by way of compensation) after the deduction of the net proceeds of such sale to a third party, if any.
8.1 Customer may cancel any Order at no costs until notice of shipment of the Products have been sent.
8.2 If Customer believes that Lekker Bikes has failed to perform under the Agreement, it must notify Lekker Bikes in writing and allow four (4) weeks for Lekker Bikes to cure if it has failed to perform.
8.3 If Customer fails to make payment of any amount due on the due date or Customer otherwise fails to perform its obligations under the Agreement or these Terms, or if Lekker Bikes reasonably expects that Customer will not fulfill its obligations, Lekker Bikes may in its sole and absolute discretion suspend performance under its Agreement with Customer and/or terminate the Agreement (in whole or part), with immediate effect, without being liable for any damages to Customer.
8.4 Notwithstanding the above and without any obligation to return any prepaid sums, Lekker Bikes may terminate its relationship with Customer, after acceptance, without stating its reasons after acceptance of such Order, in which case Lekker Bikes shall not be obligated to refund any more than advance payments already made by the Customer.
9. Product Recall
In urgent cases, in any event including a case in which the Products delivered or to be delivered do not meet the statutory requirements, whereby Lekker Bikes will assess whether or not a case is urgent, the Customer is required at Lekker Bikes’ first request to return the Products already delivered by Lekker Bikes and, if the Customer has already delivered Products to third parties, to recall as described above, the Customer must take all the measures in that regard that Lekker Bikes considers necessary and must comply with all the instructions given by Lekker Bikes regarding the products recall. If Lekker Bikes decides to perform a product recall, it is required only to either replace the Product or send the Customer a credit note for the Product recalled. In the event of a product recall, Lekker Bikes is not liable for any loss incurred by the Customer.
10.1 Lekker Bikes warrants its Products against Defects in materials and workmanship for one (1) year from the date of sale to Customer, or for two (2) years from the date of sale to Customer for frames and components. The warranty only applies to the first purchaser of the Product, buying directly from Lekker Bikes. The warranty is personal and cannot be transferred or assigned by Customer without prior written approval of Lekker Bikes. In case of a warranty claim Customer must provide a copy of Lekker Bikes’ original invoice.
10.2 Any Products not manufactured by or on behalf of Lekker Bikes, and/or supplied by third parties, but delivered by Lekker Bikes to Customer, such as batteries, is only covered by the warranty provided by the manufacturer and/or supplier, if any, and is not covered by the Lekker Bikes warranty.
10.3 Lekker Bikes will repair or replace the defective parts, at Lekker Bikes’ sole discretion, without charging Customer for any materials and parts used. Defective parts shall become Lekker Bikes’ property as soon as they have been replaced.
10.4 The warranty does not cover consumables, including tires or break pads.
10.5 The warranty does not cover, and Customer will responsible for the (return) shipping costs, unless stated otherwise in writing by Lekker Bikes.
10.6 The warranty does not cover faults or damages arising from natural wear and tear, misuse, faulty or careless treatment, including failing to have your bike serviced or maintained, improper storage or assembly of your bike, or improper or defective environmental circumstances. Additionally, the warranty will become null and void in case of unauthorized modifications, repairs, or additions to your bike, incorrect maintenance or maintenance by unauthorized persons, or the installation and/or use of parts in your bike that are not authorized by Lekker Bikes.
10.7 The rights of the Customer with respect to the warranty are restricted to a lack of conformity caused by defects, faulty materials and failures in the bike or workmanship which appear under proper use, in conformity with the manual.
10.8 The warranty does not cover faults or damages resulting from parts that were specifically designed and/or manufactured by Lekker Bikes for Customer in accordance with Customer’s specifications.
10.9 THE REMEDY FOR ALLEGEDLY DEFECTIVE PRODUCTS HEREUNDER, IS THE REPLACEMENT OF SUCH PRODUCTS OR PARTS OF SUCH PRODUCTS, AT NO COSTS FOR CUSTOMER, HOWEVER SHIPPING COSTS WILL BE FOR THE ACCOUNT OF CUSTOMER, UNLESS OTHERWISE AGREED UPON BY BOTH PARTIES. ALTERNATIVELY, CUSTOMER MAY CHOOSE TO RECEIVE A CREDIT UP THE PAID LIST PRICE OF THE DEFECTIVE PRODUCT(S) TOWARDS FUTURE PURCHASES.
10.10 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEKKER BIKES, ITS LICENSORS, THIRD PARTY SUPPLIERS, AND AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, CONDITIONS, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE LEKKER BIKES PRODUCTS, WHETHER EXPRESS, IMPLIED OR STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT, COMPATIBILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LEKKER BIKES OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
11. Liability, Limitation of Damages and Indemnification
11.1 LEKKER BIKES DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO LEKKER BIKES’ PRODUCTS, NEITHER LEKKER BIKES NOR ITS OFFICERS OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS, (AND CUSTOMER HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO ALL SUCH PRODUCTS.
11.2 CUSTOMER IS SOLELY RESPONSIBLE AND LIABLE FOR ALL ACTIVITIES RELATING TO LEKKER BIKES’ PRODUCTS, USED, DISTRIBUTED, OR SOLD BY CUSTOMER. NEITHER LEKKER BIKES NOR ITS OFFICERS OR EMPLOYEES OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS, (AND CUSTOMER HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING OR RELATING TO ALL ACTS AND/OR OMISSIONS RELATING TO PRODUCTS USED, DISTRIBUTED, OR SOLD BY CUSTOMER.
11.3 IN NO EVENT SHALL LEKKER BIKES, ITS AFFILIATES OR ITS LICENSORS BE LIABLE, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, BUSINESS, SALES, PROFITS (WHETHER ACTUAL OR ANTICIPATED), LOSS OF OR CORRUPTION TO DATA, OR INTERRUPTION OF BUSINESS.
11.4 NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT TO THE CONTRARY, LEKKER BIKES’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE TOTAL PAID BY CUSTOMER FOR THE PRODUCTS IN CONNECTION TO WHICH THE DAMAGING EVENT OCCURRED.
11.5 THE LIMITATIONS ON LEKKER BIKES’ LIABILITY ABOVE SHALL APPLY WHETHER OR NOT LEKKER BIKES, ITS EMPLOYEES, LICENSORS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.
If any provision of these Terms, the Agreement or any other agreement between the Parties, is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original meaning of the terms or agreement in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions shall remain in full force and effect.
13. Force majeure
Neither party will be liable for failure or delay to perform obligations under the Agreement, which have become practicably impossible because of circumstances beyond the reasonable control of the applicable party. Such circumstances include without limitation natural disasters or acts of God; acts of terrorism; labor disputes or stoppages; war; government acts or orders; epidemics, pandemics, including COVID-19, or outbreaks of communicable disease; quarantines; national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control. Written notice of a party’s failure or delay in performance due to force majeure must be given to the other party no later than ten (10) business days following the force majeure event and the actions taken to minimize the impact thereof. All delivery and/or Service dates under the Agreement affected by force majeure shall be tolled for the duration of such force majeure. The parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations and deliverables for mutually agreed dates as soon as practicable after the force majeure conditions ceases to exist.
Customer is not permitted to assign, delegate or otherwise transfer the Agreement or any rights hereunder. Any such attempted assignment, delegation or transfer will be null and void. Lekker Bikes is permitted at its sole discretion to assign the Agreement or any rights or obligations hereunder to any third party, without giving prior notice.
15. Entire Agreement
The Agreement and these Terms contain the entire agreement between Lekker Bikes and Customer regarding Customer’s purchase of the Products, and supersedes and replaces any previous communications, representations or agreements, or Customer’s additional or inconsistent terms, whether oral or written.
16. No Waiver
The failure to exercise, or delay in exercising, a right, power or remedy provided by the Agreement or these Terms or by law shall not constitute a waiver of that right, power or remedy. If Lekker Bikes waives a breach of any provision of these Terms or the Agreement, this shall not operate as a waiver of a subsequent breach or that provision or as a waiver of a breach of any other provision.
17. Injunctive Relief
Customer acknowledges that Lekker Bikes shall suffer irreparable injury in case of breach of the obligations under Articles 7 and 8. Accordingly, in the event of such breach, Customer acknowledges that Lekker Bikes will be entitled to injunctive relief in any state or federal court of competent jurisdiction within the State of New York and in the state or jurisdiction in which Customer is located. Customer further submits to the personal jurisdiction of such courts for the purposes of any such action.
18. Governing Law and Arbitration
Unless stated otherwise in writing, any and all agreements between the Parties shall be governed by and construed in accordance with the laws of the State of New York, notwithstanding conflict of law principles, and without giving effect to the United Nations Convention on the Contracts for the International Sale of Goods. All disputes and controversies arising out of or relating to these Terms or the relationship of the Parties shall be finally and bindingly resolved under the International Arbitration Rules of the American Arbitration Association in front of a sole arbitrator. The place of arbitration shall be New York, New York. The language of the arbitration shall be English. Any award, verdict or settlement issued under such arbitration may be entered by any party for order of enforcement by any court of competent jurisdiction. ANY CAUSE OF ACTION AGAINST LEKKER BIKES, REGARDLESS WHETHER IN CONTRACT, TORT OR OTHERWISE, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.