Customer service General terms and conditions

GENERAL TERMS AND CONDITIONS OF MERIDA BENELUX B.V. (25-07-2024)

This document contains the general terms and conditions of Merida Benelux B.V.. These general terms and conditions apply to every offer and every agreement pursuant to consumer purchase.

ART. 1 DEFINITIONS

In these general terms and conditions, the following definitions shall apply:

1. Merida: Merida Benelux B.V., located in Apeldoorn.
2. Buyer: any consumer who has entered into or wishes to enter into a contract with Merida.
3. Consumer: a buyer who is a natural person and not acting in the exercise of a profession or business.
4. Dealer: a dealer of the Merida brand recognized by Merida Benelux B.V.

ART. 2 GENERAL

1. These general terms and conditions shall apply to each offer and each agreement between Merida and the Buyer to the extent that these general terms and conditions have not been deviated from by the parties in writing. The Buyer cannot derive any rights from any deviating terms and conditions agreed upon in writing for future offers and/or agreements.
2. Merida does not, unless otherwise agreed in writing, agree to Buyer's purchasing or general terms and conditions.
3. If any provision of these general terms and conditions is null and void or destroyed, the remaining provisions of these general terms and conditions shall remain in force.

The Buyer and Merida shall consult in order to agree on new provisions to replace the void or nullified provisions, taking into account as much as possible the purpose and meaning of the void or nullified provision.

4. Merida reserves the right to change these General Terms and Conditions. Any changes shall take effect at the time of written or digital publication or on such date as mentioned in the publication.
5. The Buyer shall be given the opportunity to learn about and accept the amended General Terms and Conditions. If the Buyer does not accept the modified general terms and conditions, the Buyer must inform Merida of this within 30 days after they take effect. If the Buyer does not accept the modified general terms and conditions within the term mentioned in paragraph 5 of this Article, each of the Parties shall be entitled to dissolve the Agreement. Dissolution must take place within 14 days after the notification by the Buyer that it does not accept the modified general terms and conditions.

ART. 3 OFFERS

1. Any offer issued by or on behalf of Merida shall be without obligation. Offers shall be valid for 30 days unless otherwise specified.
2. Merida's offers do not automatically apply to repeat orders as well.
3. Each offer is based on execution of the Agreement by or on behalf of Merida under normal conditions and during normal working hours.

Art. 4 AGREEMENT.

1. Agreements to deliver items and/or services shall bind Merida only after written confirmation. Actual execution by Merida or an invoice sent by Merida is equivalent to a written confirmation of the offer.
2. If the Buyer has accepted the offer electronically, Merida shall confirm receipt of acceptance of the offer electronically without delay. As long as the receipt of this acceptance has not been confirmed by Merida, the Buyer may dissolve the contract.
3. If the correctness of the confirmation mentioned in paragraph 1 of this Article is not disputed in writing within 7 days, Merida and the Buyer shall be bound by it.
4. Additions, modifications and/or further agreements shall be effective only if agreed upon in writing.

ART. 5 PRICE

1. All prices are in Euros unless otherwise indicated, including sales tax (VAT) plus other government levies and excluding shipping and handling charges unless otherwise indicated.
2. Merida shall be entitled 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 shall be entitled to dissolve the Agreement by means of a written statement. The dissolution must take place immediately after the Buyer becomes aware of the price increase. If a price increase is a consequence of a legal or other government measure, Merida shall be entitled 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 dissolution for the Buyer.

ART. 6 DRAWINGS, CALCULATIONS, DESCRIPTIONS, MODELS, TOOLS, ETC.

1. Information mentioned in catalogs, websites, images, drawings, size and weight specifications, etc. shall only be binding between Merida and the Buyer if and insofar as it has been expressly included in an agreement signed by the parties or an order confirmation signed by Merida.
2. The offer issued by Merida as well as the drawings, manuals, calculations, software, descriptions, models, tools and the like produced or provided by Merida shall remain its property, regardless of whether costs have been charged to the Buyer for this. The Buyer guarantees that the aforementioned documents shall not be copied, shown to third parties, made known or used other than with Merida's written permission.

ART. 7 DELIVERY AND DELIVERY TIME

1. Delivery of ordered items shall be made to the postal address specified by Buyer at the time of the order, not being temporary, and delivered to the natural person located at the delivery address. The foregoing does not apply to bicycles purchased through Merida's web shop. Delivery and roadworthiness of a bicycle purchased in Merida's webshop shall take place at and by a Dealer designated by Buyer.
2. The obligation to deliver shall have been fulfilled if the item delivered by Merida has been offered to the Buyer once. In the case of home delivery, the carrier's report containing the refusal of acceptance shall constitute full proof of the offer of delivery, subject to proof to the contrary. In the case of the delivery of bicycles, the delivery obligation shall have been fulfilled if the bicycle has been offered by Merida to the Dealer designated by the Buyer.
3. An agreed delivery time shall not be a deadline unless the parties have expressly agreed otherwise in writing. If delivery is not made on time, the Buyer must therefore give Merida notice of default in writing.
4. The delivery time shall start at the latest of the following times:
5. the day of formation of the agreement;
6. The day of receipt by Merida, of documents, data, permits, etc. necessary for the execution of the contract.
7. Without prejudice to the provisions elsewhere in these terms and conditions relating to extension of the delivery time, the delivery time shall be extended by the duration of the delay that arises as a result of Buyer's failure to comply with any obligation arising from the agreement or cooperation required of it with respect to the performance of the agreement.
8. The Buyer is obliged to take delivery of purchased goods at the time they are made available to him according to the agreement, or are delivered, whether or not after an extension of the delivery time. If Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, the goods will be stored at Buyer's expense and risk. In this case, the Buyer shall owe Merida all additional costs, including in any case storage costs.
9. Within the framework of the rules of distance selling, Merida shall execute orders with due speed, but at least within 30 days. If this is not possible (because the order is out of stock or no longer available), or there is a delay for other reasons, or an order cannot or can only partially be executed, the Buyer shall be informed within 1 month after the order was placed and shall in that case be entitled to cancel the order without costs and notice of default.
10. The Buyer must check the delivered items immediately upon receipt. If it turns out that the delivered goods are wrong, defective or incomplete, the Buyer must immediately report these defects to Merida in writing. Any defects or incorrect delivered goods must and can be reported to Merida in writing via the website no later than two months after the Buyer has discovered or reasonably should have discovered the defect. Goods must be returned in their original packaging (including accessories and accompanying documentation) and in new condition. Taking into use after the discovery of defects, damage caused after the discovery of defects, encumbrance and/or resale after the discovery of defects shall render this right to complain and return null and void.
11. In case Buyer has purchased a bicycle through the Webshop, Buyer shall be obliged to check the delivered items immediately upon receipt at Dealer. If it appears that the delivered item is wrong, faulty or incomplete, Buyer shall immediately report these defects in writing to Dealer. Any defects should and may be reported to Dealer no later than two months after Buyer discovers or reasonably should have discovered the defect.

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) relating to all such items. If Merida has performed or is to perform services under any such agreement(s), the items referred to in the preceding sentence shall remain Merida's property until the Buyer has also fully satisfied Merida's claims relating to the consideration(s) in respect thereof.

Reserved ownership shall also apply to claims that Merida obtains against the Buyer due to the Buyer's failure to comply with such agreement(s).

2. If the law of the country of destination of the purchased items has more far-reaching possibilities for the retention of title than stipulated above in paragraph 1, such more far-reaching possibilities shall be deemed to have been stipulated between the parties for Merida's benefit, on the understanding that if it cannot be objectively determined to which more far-reaching rules this stipulation relates, the provisions of paragraph 1 above shall continue to apply.
3. Items delivered by Merida that are subject to retention of title may only be resold within the context of normal business operations. In the event of bankruptcy, suspension of payments or (provisional) application of the statutory debt rescheduling scheme of/to the Buyer, resale within the framework of normal business operations shall also not be permitted. Furthermore, the Buyer is not authorized to pledge the goods or to establish any other right on them.
4. At Merida's first request, the Buyer shall establish a (tacit) pledge in favor of Merida on delivered items whose ownership has been transferred to the Buyer through payment and which are still in the hands of the Buyer, as additional security for claims that Merida may have on the Buyer for whatever reason. The authority included in this paragraph shall also apply with respect to items delivered by Merida that have been treated or processed by or on behalf of the Buyer, as a result of which Merida has lost its retention of title.
5. If the Buyer does not comply with its obligations or there is a well-founded fear that it will not do so, Merida shall be entitled to remove or arrange the removal of delivered items subject to retention of title from the Buyer or third parties holding the items for the Buyer. The Buyer shall be obliged to provide all cooperation to this end on penalty of a fine of 10% of the amount it owes per day. All this shall be without prejudice to Merida's right to compensation.
6. If third parties wish to establish or assert any right to the items delivered under retention of title, the Buyer must inform Merida as soon as can reasonably be expected.
7. After Merida has removed items subject to retention of title from the Buyer, the Buyer shall be credited for an amount equal to the purchase price applicable on the day of removal, but not exceeding the amount charged to the Buyer. Merida may deduct from the amount to be credited an amount for depreciation due to, for example, damage or aging and for costs incurred by Merida.
8. The Buyer undertakes to mark the items delivered under retention of title as Merida's property and to insure and keep insured against fire, explosion and water damage and against theft and to make the policy and proof of premium payment of this insurance available to Merida for inspection on demand.
9. Buyer further undertakes at Merida's first request:

- Pledge all Buyer's claims against insurers with respect to the items delivered under retention of title to Merida in the manner described in Article 3:239 of the Dutch Civil Code;

- pledge to Merida the claims that the Buyer acquires against its customers when reselling items delivered by Merida under retention of title in the manner prescribed in Article 3:239 of the Dutch Civil Code;

- otherwise cooperate with any reasonable measures that Merida wishes to take to protect its property rights with respect to the Items.

ART. 9. PAYMENT

1. Unless otherwise agreed, payment must be made in full in advance, failing which delivery of the product will not take place. Payment shall be made by means of the payment options offered.
2. Payments made by the Buyer shall always serve to settle firstly all interest and costs due and secondly payable invoices that have been outstanding the longest, even if the Buyer states that the payment relates to a later invoice.

3 If the Buyer does not comply with its payment obligation(s) in a timely manner, it shall owe statutory interest on the amount still owed after Merida has notified the Buyer of the late payment and Merida has granted the Buyer a 14-day period to still comply with its payment obligations, after the failure to pay within the stipulated 14-day period. Merida shall be entitled to charge the extrajudicial collection costs it has incurred. These collection costs shall amount to a maximum of: 15% on outstanding amounts up to 2,500; 10% on the following 2,500 and 5% on the following 5,000 with a minimum of 40. The Merida may deviate from the aforementioned amounts and percentages for the benefit of the Buyer.

ART. 10. MERIDA BICYCLE WARRANTY TERMS AND CONDITIONS

Content and scope of warranty

1. Merida provides the Buyer with the following warranty for material defects and/or workmanship on Merida brand bicycles sold through Merida's web shop and delivered by it:

- lifetime frame breakage warranty on all carbon and aluminum Merida frames;

- 5 years on carbon and aluminum rigid forks;

- 3 years at frame breakage for all full-suspension Merida models from 140 mm suspension travel;

- 1 year on frame breakage for all dirtjump models and Merida labeled parts (not frames or forks);

- 1 year on paint and/or decals.

2. in the event of defects due to manufacturing or construction errors, Merida shall provide the materials to be replaced free of charge. Merida reserves the right to deliver the then current model in the available color scheme - and in case of unavailability, the succeeding higher quality model.
3. All parts (other than those mentioned in Article 10.1) shall be covered by the material defects and/or workmanship warranty of the relevant supplier/brand and not by any Merida warranty.
4. The warranty is not extended or renewed by repair or replacement of defective parts.
5. The warranty may be invoked on condition that the product has been paid for according to the agreed payment terms.

Warranty Expiration

6. Condition for warranty is that the bicycle has been used purposefully, has had an inspection within the first 500 km or within six weeks from the date of purchase, that only original parts and accessories (for replacement) have been used and that the suspension system has been serviced at least once a year by the Merida dealer
7. Excluded from the warranty is damage due to wear and tear, negligence (lack of maintenance and repair), falls/accidents, overloading due to overloading, due to non-professional assembly and handling, and due to changes to the bicycle (attachment and conversion of additional parts).
8. In case of use in competitions, jumps or other forms of overloading, warranty claims are also not possible. Only carbon frames of the type: road bike, cyclocross, MTB hardtail and full suspension up to 100 mm are covered by warranty provided the regulations for use in races are met.
9. In addition, the warranty is void if the bicycle is used for rental or otherwise made available to an unspecified person.
10. Damage due to normal wear and tear is also not covered by Merida's warranty.
11. Merida provides warranty only to the first owner of the bicycle delivered by Merida.
12. If the claim is not covered by the warranty conditions as included in these general conditions, all costs incurred in the repair will be charged to 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. The proof of purchase must be presented to the Dealer.
14. If Buyer has since moved or the Dealer where Buyer's bicycle was delivered is no longer available, Merida will provide information on the nearest authorized Dealer upon Buyer's request.
15. Costs for transportation of the bicycle and/or parts to Merida shall be at Merida's or Dealer's expense, as well as any costs arising from the disassembly and assembly of parts of the bicycle, unless a warranty claim has been wrongly made by the Buyer
16. Merida shall not be liable for any damages, defects or losses caused by the use of unauthorized services or parts if Buyer chooses to repair a defective product itself or have repair performed by anyone other than an authorized Dealer.
17. Merida shall provide no more extensive warranty for 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, however, affecting the Buyer's rights arising from mandatory statutory provisions.
18. Merida shall never be 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 are taken by Merida's suppliers, by the government or by Merida itself due to product defects that have arisen during manufacturing or packaging, the Buyer must handle the relevant products in accordance with the recall procedure announced by Merida in such cases.

ART. LIABILITY

1. Merida's liability to the extent covered by the guarantee described in Article 10 of these General Terms and Conditions shall be limited to fulfilling the guarantee obligations described in Article 10. For all other products, not being Merida brand bicycles, 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 statutory provisions and/or government regulations existing on the date of the conclusion of the agreement.
2. In all other cases, Merida shall only be liable to the extent such liability is covered by its liability insurance, and Merida's liability shall be 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 shall be limited to the invoice value of the relevant items.
3. Merida shall not be liable for consequential losses, such as losses in the form of loss of profits and other indirect losses, including, but not limited to, any liability of the Buyer to third parties and costs for retrieval or replacement of delivered items.
4. Merida shall not be liable for any damage, of whatever nature, resulting from its reliance on incorrect and/or incomplete data provided by Dealer. Merida shall not be responsible for verifying the accuracy or completeness of the data provided by Dealer.
5. The limitations of liability contained in these terms and conditions shall not apply if the damage is due to intentional or deliberate recklessness of Merida or its managerial subordinates.

ART. POWER OF ATTORNEY

1. For the purposes of these General Terms and Conditions, force majeure shall mean circumstances that prevent the fulfillment of the obligation and which cannot be attributed to Merida. These shall include (if and insofar as these circumstances make fulfilment impossible or unreasonably difficult): Strikes; a general lack of required raw materials and other items or services required for the realization of the agreed performance; unforeseeable stagnation at suppliers or other third parties on which Merida depends; the circumstance that Merida does not receive, does not receive in time or does not receive properly a performance that is important in connection with the performance to be delivered by itself; governmental measures, such as import or export restrictions, which prevent Merida from fulfilling its obligations in a timely and/or proper manner; excessive absenteeism; terrorist attacks; restriction or discontinuation of the supply of energy whether or not by public utility companies; fire; stagnation due to frostbite or other weather influences; computer failures and general transport problems.
2. Merida shall also be entitled to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Merida should have fulfilled its commitment.
3. In the event that the execution of the contract is prevented as a result of force majeure, Merida shall be entitled to either suspend the execution of the contract for a maximum of 6 months without judicial intervention, or to dissolve all or part of the contract, without Merida being liable for any compensation.
4. If Merida has already partially fulfilled its obligations when the force majeure occurs or can only partially fulfill its obligations, it shall be entitled to invoice separately the part already delivered or the deliverable part and the Buyer shall be obliged to pay this invoice as if it were a separate agreement.

ART. 14. TERMINATION

1. Buyer may dissolve an agreement related to the online purchase of a product during a 14-day cooling-off period without giving reasons.
2. The cooling-off period referred to in paragraph 1 starts the day after the Buyer, or a third party designated in advance by the Buyer, who is not the carrier, has received the product, or;
3. If multiple products were ordered in the same order: the day on which the Buyer, or a third party designated by the Buyer, received the last product;
4. If the delivery of a product consists of several shipments or parts: the day on which Buyer, or a third party designated by it, received the last shipment or part;
5. For agreements for regular delivery of products: the day on which the Buyer, or a third party designated by the Buyer, received the first product.
6. In the case of purchase of a Merida bicycle: the day on which the bicycle is delivered to Buyer, or a third party designated by Buyer, by the designated Dealer.
   3. Merida's claims against the Buyer shall be immediately due and payable in, inter alia, the following cases: - If after the conclusion of the Agreement circumstances come to Merida's knowledge that give Merida good reason to fear that the Buyer will not fulfil its obligations;

- in case of liquidation, bankruptcy, suspension of payments or (provisional) application of the legal debt restructuring scheme of/on Buyer;

- if Merida has asked the Buyer to provide security for fulfillment and this security is not forthcoming or is insufficient;

- if Buyer is otherwise in default and fails to fulfill its obligations under the agreement.

In the aforementioned cases, Merida shall be entitled to suspend the (further) execution of the agreement and/or to dissolve the agreement in full or in part, all this subject to the obligation of the Buyer to reimburse Merida for any losses incurred by Merida as a result and without prejudice to Merida's other rights.

4. If circumstances arise with respect to persons and/or material that Merida uses or tends to use for the execution of the Agreement, which are of such a nature that the execution of the Agreement becomes impossible or becomes so difficult and/or disproportionately costly that compliance with the Agreement can no longer reasonably be required, Merida shall be entitled to dissolve the Agreement in whole or in part.

ART. 15. REGISTRATION

1. Buyer shall be required to register the respective bicycle with the Dealer upon purchase of a bicycle from Merida, or to register the bicycle on Merida's website within 30 days after purchase.
2. If Buyer fails to ensure registration in accordance with the provisions of this Article, Merida shall be entitled to refuse warranty claims.

ART. 16. APPLICABLE LAW, DISPUTES

1. Agreements between Merida and the Buyer shall be governed exclusively by Dutch law
2. All disputes between Merida and the Buyer shall be settled exclusively by the competent (Dutch) court of the place where Merida has its registered office, notwithstanding Merida's authority to submit the dispute to the court competent according to the law