Customer service General terms and conditions

General terms and conditions Merida Benelux B.V. dated 8 July 2019

This document contains the general terms and conditions of Merida Benelux B.V. By signing this document, you declare that you have taken note of these general terms and conditions, have received them and agree to their content and applicability. These general terms and conditions apply to every offer and every agreement based on consumer purchase.

Art. 1 Definitions

In these general terms and conditions, the following terms are understood to mean:
a. Merida: Merida Benelux B.V., established in Apeldoorn.
b. Buyer: every consumer who has entered into or wishes to enter into an agreement with Merida.
c. Consumer: a buyer who is a natural person and does not act in the exercise of a profession or business.
d. Dealer: a dealer of the Merida brand recognized by Merida Benelux B.V.

Art. 2 General

1. These general terms and conditions apply to every offer and every agreement between Merida and Buyer, insofar as the parties have not deviated from these general terms and conditions in writing. Buyer cannot derive any rights for future offers and/or agreements from any deviating conditions agreed in writing.
2. Merida does not agree to the purchasing or general terms and conditions of Buyer, unless otherwise agreed in writing.
3. If any provision of these general terms and conditions is null and void or is annulled, the other provisions of these general terms and conditions will remain in force.
Buyer and Merida will consult in order to agree on new provisions to replace the null and void or annulled provisions, whereby
the purpose and scope of the null and void or annulled provision will be taken into account as much as possible.
4. Merida reserves the right to amend these general terms and conditions. Any amendments will enter into force at the time of written or
digital announcement or on such a date as stated in the announcement.
5. Buyer will be given the opportunity to take note of the amended general terms and conditions and to accept them. If the Buyer does not accept the amended general terms and conditions, the Buyer must inform Merida of this within 30 days after they come into effect. If the Buyer does not accept the amended general terms and conditions within the period stated in paragraph 5 of this article, each of the parties is entitled to terminate the agreement. Termination must take place within 14 days after the Buyer has notified that he does not accept the amended general terms and conditions.

Art. 3 Offers

1. Every offer made by or on behalf of Merida is without obligation. Offers are valid for 30 days, unless otherwise stated.
2. Offers from Merida do not automatically apply to repeat orders.
3. Every offer is based on the performance of the agreement by or on behalf of Merida under normal circumstances and during normal working hours.
Art. 4 Agreement
1. Agreements for the delivery of goods and/or services are only binding on Merida after written confirmation. Actual performance by Merida or an invoice sent by Merida is equivalent to written confirmation of the offer. 2. If the Buyer has accepted the offer electronically, Merida will immediately confirm receipt of acceptance of the offer electronically. As long as receipt of this acceptance has not been confirmed by Merida, the Buyer may terminate the agreement.
3. If the correctness of the confirmation as referred to in paragraph 1 of this article is not disputed in writing within 7 days, Merida and the Buyer are bound by it.
4. Additions, changes and/or further agreements are only valid if agreed in writing.

Art. 5 Price

1. All prices are expressed in Euros, unless otherwise indicated, including sales tax (VAT) plus other government levies and excluding shipping and
administration costs unless otherwise indicated.
2. Merida has the right to change the prices, unless otherwise agreed in writing. If the agreed price is increased by Merida within three months after the conclusion
of the agreement, the Buyer has the right to terminate the agreement by means of a written statement. The termination
must take place immediately after the Buyer has become aware of the price increase. If a price increase is a result of a legal or other government measure, Merida has the right to pass on the price increase to the Buyer, even if it has been agreed that the price is fixed, without this leading to a right of termination for the Buyer.

Art. 6 Drawings, calculations, descriptions, models, tools, etc.

1. Data stated in catalogues, websites, images, drawings, size and weight specifications, etc. are only binding between Merida and the Buyer if and to the extent that they are expressly included in an agreement signed by the parties or a Merida signed order confirmation.
2. The offer issued by Merida, as well as the drawings, manuals, calculations, software, descriptions, models, tools, etc. produced or provided by it, remain its property, regardless of whether costs have been charged to the Buyer for this. The Buyer guarantees that the said documents will not be copied, shown to third parties, made known or used without the written permission of Merida.

Art. 7 Delivery and delivery time

1. The delivery of ordered items will take place at the postal address specified by the Buyer when ordering, not being of a temporary nature, and delivered to the
natural person who is at the delivery address. The foregoing does not apply to bicycles purchased via the Merida webshop. Delivery and
making ready to ride of a bicycle purchased in the Merida webshop takes place at and by a Dealer designated by the Buyer.
2. The delivery obligation will be fulfilled if the item delivered by Merida has been offered to the Buyer once. In the event of home delivery, the carrier's report containing the refusal of acceptance shall serve as full proof of the offer to deliver, unless proven otherwise. In the event of delivery of bicycles, the delivery obligation shall have been met if the bicycle has been offered by Merida to the Dealer designated by the Buyer. 3. An agreed delivery time is not a fatal term, unless the parties have expressly agreed otherwise in writing. In the event of late delivery, the Buyer must therefore give Merida written notice of default. 4. The delivery time commences on the latest of the following times: a. the day on which the agreement is concluded; b. the day on which Merida receives the documents, data, permits, etc. necessary for the performance of the agreement. 5. Without prejudice to the provisions elsewhere in these conditions regarding extension of the delivery time, the delivery time shall be extended by the duration of the delay that arises as a result of the Buyer's failure to comply with any obligation arising from the agreement or to cooperate with the performance of the agreement. 6. The Buyer is obliged to take delivery of purchased items at the time at which they are made available to him in accordance with the agreement, or are delivered, whether or not after an extension of the delivery time. If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, the items will be stored at the expense and risk of the Buyer. In that case, the Buyer will owe Merida all additional costs, including in any case storage costs. 7. In the context of the rules of distance selling, Merida will execute orders with due speed, but at least within 30 days. If this is not possible (because the ordered item is out of stock or no longer available), or there is a delay for other reasons, or an order cannot be executed or can only be executed in part, the Buyer will receive a message within 1 month after placing the order and in that case he has the right to cancel the order without costs and notice of default. 8. The Buyer is obliged to immediately check the delivered items upon receipt. If it appears that the delivered item is incorrect, defective or incomplete, the Buyer must immediately report these defects in writing to Merida. Any defects or incorrectly delivered goods must and can be reported in writing to Merida via the website no later than 1 month after delivery. The items must be returned in their original packaging (including accessories and accompanying documentation) and in new condition. Commissioning after defects have been discovered, damage occurring after defects have been discovered, encumbrance and/or resale after defects have been discovered, will completely void this right to complain and return. 9. If the Buyer has purchased a bicycle via the webshop, the Buyer is obliged to immediately check the delivered items upon receipt at the Dealer. If it appears that the delivered item is incorrect, defective or incomplete, the Buyer must immediately report these defects in writing to the Dealer. Any defects must and can be reported to the Dealer no later than 1 month after delivery.

Art. 8 Retention of title

1. Merida shall remain the owner of all items delivered or to be delivered by it to Buyer under any agreement until Buyer has fully complied with the consideration(s) with respect to all these items. If Merida has performed or is to perform services under this agreement(s), the items referred to in the previous sentence shall remain the property of Merida until Buyer has also fully satisfied Merida's claims regarding the consideration(s) in this respect.
The reservations also apply ownership for claims that Merida obtains on Buyer due to non-compliance by Buyer with such agreement(s).
2. If the law of the country of destination of the purchased items provides more extensive possibilities for the retention of ownership than stipulated above in paragraph 1, it applies between the parties that these more extensive possibilities are deemed to have been agreed for the benefit of Merida, with the understanding that if it cannot be objectively determined to which more extensive rules this provision relates, the provisions above in paragraph 1 remain applicable.
3. Items delivered by Merida that fall under the retention of title may only be resold in the context of normal business operations. In the event of bankruptcy, suspension of payment or (provisional) application of the statutory debt restructuring scheme of/to Buyer, resale in the context of normal business operations is also not permitted. Furthermore, Buyer is not authorised to pledge the items or to establish any other right to them. 4. On delivered goods that have become the property of the Buyer through payment and are still in the possession of the Buyer, the Buyer shall, at the first request of
Merida, establish a (silent) pledge in favor of Merida as additional security for claims that Merida may have on the Buyer for whatever reason.
The authority included in this clause also applies to goods delivered by Merida that have been processed or
worked by or on behalf of the Buyer, as a result of which Merida has lost its retention of title.
5. If the Buyer fails to fulfill his obligations or if there is a well-founded fear that he will not do so, Merida is entitled to remove or have removed delivered goods that are
subject to retention of title from the Buyer or third parties who hold the goods for the Buyer. The Buyer is obliged to provide full cooperation
to this end, under penalty of a fine of 10% of the amount owed by him per day. This does not affect Merida's right to compensation. 6. If third parties wish to establish or assert any right to the goods delivered under retention of title, Buyer is obliged to inform Merida as soon as reasonably may be expected.
7. After Merida has removed goods subject to retention of title from Buyer, Buyer will be credited for an amount equal to the purchase price applicable on the day of removal, but at most for the amount charged to Buyer. Merida may deduct from the amount to be credited an amount for depreciation due to, for example, damage or ageing and for costs incurred by Merida.
8. Buyer undertakes to mark the goods delivered under retention of title as the property of Merida and to insure and keep them insured against fire, explosion and water damage and against theft and to provide Merida with the policy and proof of premium payment for this insurance for inspection upon first request. 9. Buyer further undertakes at Merida's first request:
- To pledge all claims of Buyer on the insurers with regard to the goods delivered under retention of title to Merida in the manner
described in art. 3:239 BW;
- To pledge the claims that Buyer obtains against its customers when reselling goods delivered by Merida under retention of title
to Merida in the manner prescribed in art. 3:239 BW;
- To cooperate in other ways with all reasonable measures that Merida wishes to take to protect its right of ownership with regard to the
goods.

Art. 9. Payment

1. Unless otherwise agreed, payment must be made in full in advance, failing which the product will not be delivered. Payment
is made by means of the payment options offered. 2. Payments made by the Buyer shall always be used to settle, first, all interest and costs due and, secondly, the oldest outstanding invoices, even if the Buyer states that the payment relates to a later invoice.
3 If the Buyer fails to meet his payment obligation(s) on time, he shall owe statutory interest on the amount still due, after Merida has notified him of the late payment and Merida has granted the Buyer a period of 14 days to meet his payment obligations, if payment is not made within the set 14-day period. Merida is entitled to charge the extrajudicial collection costs incurred by it. These collection costs amount to a maximum of: 15% on outstanding amounts up to 2,500; 10% on the next 2,500 and 5% on the next 5,000 with a minimum of 40. The entrepreneur may deviate from the amounts and percentages mentioned to the benefit of the Buyer.

Art. 10. Warranty conditions Merida bicycles

Content and scope of warranty
1. Merida offers the Buyer on the Merida brand bicycles sold and delivered by Merida via the webshop are covered by the following warranty on material defects
and/or workmanship:
- lifetime warranty on frame breakage on all carbon and aluminium Merida frames;
- 5 years on rigid forks made of carbon and aluminium;
- 3 years on frame breakage for all fully sprung Merida models from 140 mm travel;
- 1 year on frame breakage for all dirt jump models and Merida labelled parts (not frames or forks);
- 1 year on paint and/or stickers.
2. in the event of defects resulting from manufacturing or construction errors, Merida will provide the materials to be replaced free of charge. Merida
reserves the right to supply the current model in the available colour scheme at that time – and in the event of non-availability, the next higher-quality model.
3. All other parts (other than those mentioned in article 10.1) are covered by the warranty on material defects and/or workmanship of the relevant supplier/brand and not by any warranty from Merida.
4. The warranty is not extended or renewed by repair or replacement of defective parts.
5. The warranty can be invoked on condition that the product has been paid for according to the agreed payment terms.

Expiry of warranty
6. The warranty is conditional on the bike being used for its intended purpose, having had an inspection within the first 500 km or within six weeks of the date of purchase, that only original parts and accessories (for replacement) have been used and that the suspension system has been serviced by the Merida dealer at least once a year.
7. Excluded from the warranty is damage resulting from wear and tear, negligence (lack of maintenance and repair), falls/accidents, overloading due to excessive loading, unprofessional assembly and handling and changes to the bike (attachment and conversion of additional parts).
8. No warranty claim can be made in the event of use in competitions, jumps or other forms of overloading. Only carbon frames of the type:
racing bike, cyclocross, MTB hardtail and full suspension up to 100 mm are covered by the warranty provided that the regulations for use in competitions are met.
9. The warranty also expires if the bike is used for rental or made available to an unspecified person in other ways.
10. Damage resulting from normal wear and tear is also not covered by Merida's warranty.
11. Merida only offers a warranty to the first owner of the bicycle supplied by Merida.
12. If the claim is not covered by the warranty conditions as included in these general terms and conditions, all costs incurred for the repair will be charged to the Buyer.

Warranty Procedure
13. Warranty claims must be submitted to the Dealer where the bicycle was delivered. Proof of purchase from Merida or an authorized Dealer is required for a
request for replacement or repair. Proof of purchase must be presented to the Dealer.
14. If the Buyer has moved in the meantime or the Dealer where the Buyer's bicycle was delivered is no longer available, Merida will provide information
on the nearest authorized Dealer upon request of the Buyer.
15. Costs for transporting the bicycle and/or parts to Merida are at the expense of the owner, as well as any costs resulting from the disassembly and
assembly of parts of the bicycle.
16. Merida is not liable for any damage, defects or losses caused by the use of unauthorized services or parts if the Buyer chooses
to repair a defective product themselves or to have it repaired by someone other than an authorized Dealer. 17. Merida does not offer a more extensive warranty on delivered items, other than for delivered bicycles as mentioned in article 10.1 of these general terms and conditions,
than the warranty of the manufacturer of these items, without prejudice to the rights of the Buyer arising from mandatory statutory provisions.
18. Merida is never responsible for the ultimate suitability of the items for each individual application by the Buyer, nor for any advice
regarding the use or application of the items.

Art. 11. Product recall

1. If recall actions occur by suppliers of Merida, by the government or by Merida itself in connection with product defects that arose during manufacturing or packaging, the Buyer must handle the products in question in accordance with the recall procedure announced by Merida in those cases.

Art. 12. Liability

1. Merida's liability to the extent that it falls under the warranty described in art. 10 of these general terms and conditions is limited to the fulfilment of the warranty obligations described in art. 10. For all other products, other than bicycles of the Merida brand, Merida guarantees that the products
comply with the agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability and the legal provisions and/or government regulations in force on the date of the conclusion of the agreement.
2. In all other cases, Merida is only liable to the extent that this liability is covered by its liability insurance, and Merida's
liability is limited to the amount of the payment made by the insurer. If the insurer does not pay out in any case or the
damage is not covered by the insurance, Merida's liability is limited to the invoice value of the items in question. 3. Merida is not liable for consequential damage, such as damage in the form of loss of profit and other indirect damage, including, but not limited to, any liability of Buyer towards third parties and costs for the retrieval or replacement of delivered goods.
4. Merida is not liable for damage, of whatever nature, arising from its reliance on incorrect and/or incomplete information provided by Dealer.
Merida is not responsible for verifying the correctness or completeness of the information provided by Dealer.
5. The limitations of liability included in these conditions do not apply if the damage is due to intent or deliberate recklessness on the part of
Merida or its managerial subordinates.

Art. 13. Force Majeure

1. Force majeure in these general terms and conditions is understood to mean: circumstances that prevent the fulfilment of the obligation and that cannot be attributed to Merida. This will also include (if and to the extent that these circumstances make fulfilment impossible or unreasonably difficult): strikes; a general shortage of the necessary raw materials and other items or services required to realise the agreed performance; unforeseeable stagnation at suppliers or other third parties on which Merida is dependent; the circumstance that Merida does not receive a performance that is important in connection with the performance to be delivered by it itself, does not receive it on time or does not receive it properly; government measures, such as import or export restrictions, that prevent Merida from fulfilling its obligations on time and/or properly; excessive absenteeism due to illness; terrorist attacks; restriction or cessation of the supply of energy, whether or not by public utilities; fire; stagnation due to frost damage or other weather conditions; computer failures and general transport problems. 2. Merida also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Merida should have fulfilled its obligation.
3. In the event of impediment to the performance of the agreement as a result of force majeure, Merida is entitled, without judicial intervention, either to suspend the performance of the agreement for a maximum of 6 months or to dissolve the agreement in whole or in part, without Merida being liable for any damages.
4. If Merida has already partially fulfilled its obligations or can only partially fulfill its obligations when force majeure occurs, it is entitled to invoice the part already delivered or the deliverable part separately and the Buyer is obliged to pay this invoice as if it concerned a separate agreement.

Art. 14. Termination

1. The Buyer may terminate an agreement regarding the online purchase of a product during a cooling-off period of 14 days without giving reasons.
2. The cooling-off period referred to in paragraph 1 commences on the day after the Buyer, or a third party designated by the Buyer in advance, who is not the carrier, has received the product, or;
a. If multiple products have been ordered in the same order: the day on which the Buyer, or a third party designated by him, has received the last product;
b. If the delivery of a product consists of different shipments or parts: the day on which the Buyer, or a third party designated by him, has received the last shipment or the last part;
c. In the case of agreements for regular delivery of products: the day on which the Buyer, or a third party designated by him, has received the first product.
d. In the case of the purchase of a Merida bicycle: the day on which the bicycle has been delivered to the Buyer, or a third party designated by him, by the designated Dealer. 3. Merida's claims against Buyer are immediately due and payable in, among other things, the following cases:
- if, after the conclusion of the agreement, Merida becomes aware of circumstances that give Merida good reason to fear that Buyer will not meet its obligations;
- in the event of liquidation, bankruptcy, suspension of payments or (provisional) application of the statutory debt restructuring scheme of/to Buyer;
- if Merida has asked Buyer to provide security for compliance and this security is not forthcoming or is insufficient;
- if Buyer is otherwise in default and does not meet its obligations under the agreement.
In the aforementioned cases, Merida is entitled to suspend the (further) performance of the agreement and/or to dissolve the agreement in whole or in part, all of which is subject to Buyer's obligation to compensate Merida for any damage suffered as a result and without prejudice to Merida's other rights. 4. If circumstances arise with regard to persons and/or materials that Merida uses or is accustomed to use in the performance of the agreement, which are of such a nature that the performance of the agreement becomes impossible or so difficult and/or disproportionately expensive that compliance with the agreement can no longer reasonably be required, Merida is entitled to terminate the agreement in whole or in part.

Art. 15. Registration

1. When purchasing a Merida bicycle, the Buyer is obliged to register the bicycle in question with the Dealer, or to register the bicycle on the Merida website within 30 days of purchase.
2. If the Buyer does not ensure registration in accordance with the provisions of this article, Merida has the right to refuse warranty claims.

Art. 16. Applicable law, disputes

1. Agreements between Merida and the Buyer are exclusively governed by Dutch law.
2. All disputes between Merida and the Buyer will be settled exclusively by the competent (Dutch) court of the place where Merida is statutorily established.