DEFINITIONS

In these General Terms and Conditions the following terms shall have the following meanings:

– two-wheeler: all types of mopeds, motorcycles (including motor scooters) and scooters (including mopeds), with or without a sidecar;
– the two-wheeler to be purchased: a two-wheeler that is sold by the buyer to the seller by way of purchase within the framework of the agreement;
– the agreement: the agreement of purchase and sale of a new or used two-wheeler or of parts and accessories therefor;
– the seller: the person who, pursuant to the agreement, sells a new or used two-wheeler or parts and accessories for it;
– the buyer: the person who, in accordance with the agreement, purchases a new or used two-wheeler or parts and accessories for it;
– the assignment: the agreement to carry out assembly, disassembly, repair or maintenance work, voluntary or statutory inspections and damage assessments, each individually or collectively referred to as work;
– the repairer: the person who carries out or has carried out an order in relation to a two-wheeler and/or parts and accessories for it;
– the client: the person who instructs the repairer to carry out or have work carried out;
– the warranty: a. the warranty provided by the manufacturer, importer or seller on new two-wheelers, parts and accessories;

b. the warranty described in the Jongerius Warranty Certificate

c. on work: the Jongerius repair and maintenance guarantee.

BUY AND SELL

Article 1 – The offer

The seller's offer is made orally, in writing, or electronically and—if a term for acceptance is specified—is valid for the period indicated. Acceptance of the offer by the buyer is only valid if it occurs within the specified period. Electronic acceptance of the offer by the buyer is also only valid if confirmed by the seller. If no term for acceptance is specified, the offer remains valid for two business days, provided the bicycle remains unsold.

Article 2 – The Agreement

The agreement must always be recorded in writing or electronically. A copy of a written agreement must be provided to the buyer. However, the absence of a written or electronically recorded agreement does not render this agreement null and void.

Article 3 – The content of the agreement

The written or electronically recorded agreement will in any case include:

– the description of the two-wheeler and any two-wheeler to be purchased, both with any accessories;
– the price of the two-wheeler at the time of purchase and sale, indicating whether the price is a fixed or non-fixed agreed price;
– the price of the two-wheeler to be purchased at the agreed time of delivery of that two-wheeler;
– the estimated or expressly fixed date of delivery;
– a reference to the warranty provisions where the seller or a third party acts as guarantor (if possible, the warranty provisions of this third party will be provided);
– the method of payment.

Article 4 – Price changes/increases

1. Changes in taxes, excise duties and similar government levies will be passed on at all times in both the fixed and non-fixed agreed price of both new and used two-wheelers.
2. Without prejudice to the provisions of Article 5, paragraph 1, in addition to the aforementioned changes, price increases resulting from changes in factory and/or importer prices and in exchange rates may also be passed on in the non-fixed agreed price of two-wheelers.

After notification of this change, the buyer has the right to terminate the agreement if the seller increases the agreed price after the agreement has been concluded. Termination must take place within ten days of this notification.

Article 5 – Exceeding the delivery term

1. If the expected delivery date for the bicycle is exceeded, the buyer may give the seller written notice of default. If the seller has not delivered the bicycle within three weeks, the buyer has the right to terminate the agreement, preferably by letter, without judicial intervention. If the seller delivers the sold item within the three-week period, any price increase within this period will not be passed on.
2. If the seller is culpably in breach of the expected delivery date, the buyer may claim compensation for the damages suffered. If a fixed, agreed-upon delivery date for the bicycle is exceeded, the buyer has the right, without notice of default or judicial intervention, to terminate the agreement by letter and/or to claim compensation for the damages suffered.
3. If the delivery deadline is exceeded due to force majeure on the seller's side, both the buyer and the seller have the right to terminate the agreement. The right to terminate arises as soon as the agreed fixed deadline has been exceeded. As soon as a presumed delivery deadline has been exceeded, the parties have the right to terminate the agreement three weeks after the notice of default referred to in paragraph 1, or at the time the seller announces that they cannot deliver within three weeks.
4. In all cases in which the seller can invoke a situation of force majeure of a permanent nature, both parties are entitled to terminate the agreement with immediate effect.

Article 6 – Cancellation

The buyer has the right to cancel the purchase agreement. This cancellation can only be made in writing, within eight days of the conclusion of this agreement, but not after delivery has taken place. The buyer is obligated to compensate the seller for all damages suffered as a result of the cancellation within ten days of this cancellation. These damages are set at 15 % of the purchase price of the cancelled two-wheeler, unless the parties agree on a lower percentage upon concluding the agreement. If the buyer has not paid this compensation within ten days, the seller has the right to notify the buyer in writing that they require performance of the concluded agreement. In that case, the buyer can no longer invoke the cancellation. The buyer's obligation to pay this compensation constitutes a debt within the meaning of Article 15 of these General Terms and Conditions, for which a payment date has been expressly agreed. The right to cancel lapses if the buyer sells a two-wheeler to the seller by way of purchase under the agreement of sale and purchase of a new or used two-wheeler (or parts and accessories for it), if the two-wheeler to be purchased has been delivered to the seller by the buyer.

Article 7 – Retention of title

The delivered bicycle remains the property of the seller until the buyer has fully paid all amounts owed under the purchase agreement. As long as ownership of the bicycle has not been transferred to the buyer, the buyer is obligated to obtain the legally required insurance covering the use of the bicycle, as well as insurance against total or partial loss (casco coverage). The buyer is also obligated to have the delivered bicycle maintained at their own expense. The seller is not obligated to indemnify the buyer for any liability as the owner of the bicycle. Furthermore, the buyer indemnifies the seller against any claims that third parties may have against the seller that may be related to the retention of title.

Article 8 – The risk of the two-wheeler

The bicycle is at the seller's expense and risk until the time of actual delivery. Any bicycle purchased will only become the seller's property once it has been delivered to the seller and paid for in full. This payment can be made by offsetting it against the purchase price of the purchased bicycle. Until that time, the bicycle is at the buyer's expense and risk, and all costs are their responsibility. This includes maintenance costs and any damage, regardless of the cause, including damage resulting from the failure to submit the complete registration certificate.

REPAIR AND MAINTENANCE

Article 9 – Price quote and term

The client may request a quote for the work, as well as the timeframe within which it will be completed, before or upon placing the order. The order should preferably be recorded in writing or electronically. The quoted price and timeframe are approximate, unless the client and the repairer agree on a fixed price and/or timeframe. If the repair cost for a bicycle exceeds €20 and is also exceeded or is likely to exceed 20%, the repairer must contact the client to discuss the additional costs. If the repair cost for two-wheelers other than bicycles exceeds €50 and the approximate price also:

– if repair amounts between €50 and €150 are exceeded or are at risk of being exceeded by more than 20%; or
– If repair amounts exceed or threaten to exceed €150 or more, the repairer must contact the client to discuss the additional costs. The client is entitled to terminate the agreement, subject to two weeks' notice, and compensate the repairer for any work already performed. If the approximate delivery time is exceeded or threatens to be exceeded, the repairer must immediately inform the client, stating the new delivery date. If a fixed delivery time is exceeded, the client is entitled to reasonable compensation, except in cases of force majeure on the part of the repairer.

Article 10 – The invoice

An itemised invoice will be issued for the work carried out.

Article 11 – Right of retention

The repairer may exercise the right of retention on the two-wheeler if and for as long as:

– the client does not pay or does not fully pay the costs of the work on the two-wheeler;
– the client does not pay or does not pay in full the costs of previous work carried out by the repairer on the same two-wheeler;
– the client does not or does not fully meet other claims arising from the contractual relationship with the repairer/seller.

WARRANTY

Article 12 – Warranty

The warranties stated in this article and in Articles 13 and 14 do not affect the statutory rights (including the right under Book 7 of the Dutch Civil Code that the goods conform to the agreement upon delivery) that a buyer/client, not acting in the exercise of a profession or business, has in that capacity. In the event of a business visit in connection with the warranty referred to in this article and in Articles 13 and 14, the seller will ensure that the buyer's transportation needs are adequately met.

Article 13 – Warranty on two-wheelers

1. New two-wheelers and new parts are exclusively covered by the warranty provided by the manufacturer or importer, as well as the statutory rights as stated in Article 12.
2. Unless the buyer has expressly waived the warranty in writing, the seller provides a minimum six-month warranty on used bicycles. Unless otherwise expressly excluded in writing in accordance with the first sentence, the seller provides a warranty on the sale of a used bicycle if the purchase price of the used bicycle is €250 or more. Unless otherwise expressly excluded in writing in accordance with the first sentence, the seller provides a warranty on the sale of a used scooter, moped, or motorcycle if the purchase price is at least half of the original catalog price of the bicycle. Unless otherwise expressly excluded in writing in accordance with the first sentence, the seller provides a warranty on the sale of a used motorcycle if the purchase price is at least €35% of the original catalog price and at least €3000. A warranty is never provided on used parts supplied separately. The warranty does not cover defects that arise outside the European Economic Area, unless the buyer demonstrates that the aforementioned defects were not caused by circumstances there that differ from those within the European Economic Area (inferior roads, etc.).

Article 14 – Repair and maintenance warranty

1. Within the European Economic Area, the repairer guarantees the proper execution of the orders accepted or outsourced by them for a period of three months for all bicycles, mopeds, scooters, and motorcycles and the materials used for them, and for a period of six months for all motorcycles and the materials used for them, in both cases to be determined from the date the two-wheeler is returned to the client. The warranty includes the correct execution of the order that was not or not properly executed, within a reasonable timeframe, and without serious inconvenience. The warranty does not cover, firstly, wear and tear (e.g., tires, gears), and secondly, defects due to improper maintenance, such as maintenance that did not comply with manufacturer's instructions. If the work to be carried out by the repairer is no longer possible or useful, the client is entitled to reasonable compensation.
2. No warranty is provided for emergency repairs ordered.
3. Warranty claims will lapse if:
a. the client does not inform the repairer of the defects as soon as possible after discovering them;
b. the repairer is not given the opportunity to remedy the defects;
c. third parties have carried out work related to the work performed by the repairer, without the prior knowledge or permission of the repairer, for which a warranty claim is being made. However, the warranty does apply if the need for immediate repair arose elsewhere and can be demonstrated by the client based on the information provided by the other repairer and/or based on the defective parts. The provisions of b. and c. above do not apply if repair is necessary abroad. In that case, the repair costs will be reimbursed based on a maximum of the price level applicable in the repairer's business. This reimbursement will never exceed the actual costs incurred.

GENERAL PROVISIONS

Article 15 – Payment

1. The debts of the buyer/client to the seller/repairer are considered as debts to be brought.
2. Unless expressly agreed otherwise in writing, payment must be made in cash upon delivery of goods or immediately after the performance of services.
3. If the parties have waived cash payment and have not expressly agreed in writing on a payment date, a payment term of one month applies.
4. The consumer must pay the amount owed before the payment deadline. If the consumer fails to do so, the entrepreneur will send a free payment reminder after the deadline and give the consumer the opportunity to pay the outstanding amount within fourteen days of receipt of this reminder. If payment has not been made after the payment reminder, the entrepreneur is entitled to charge interest from the date of default. This interest is equal to the statutory interest. Judicial and extrajudicial costs incurred by one party to enforce payment of a debt may be charged to the other party. The amount of these costs is subject to (legal) limits. This limit may be deviated from in the consumer's favor.
5. If, after the work assigned to the seller/repairer has been carried out and the client has been notified thereof, the object in question has not been collected within two weeks of the latter time, the repairer is entitled to charge storage costs in accordance with the rates applicable in the company or on site.
6. Replaced materials or items will only be made available to the client if this was explicitly requested in the repair order. Otherwise, these materials become our property, without the client being entitled to any compensation.

Article 16 – Deviations

Deviations, including additions or extensions to these General Terms and Conditions, are only valid if they have been recorded in writing by both parties.

Article 17 – Processing of personal data

The personal data of the buyer/client stated in this agreement will be processed by the seller/repairer in accordance with the Dutch Data Protection Act. This processing allows the seller/repairer to: execute the agreement, fulfill warranty obligations to the buyer/client, provide the buyer/client with optimal service, provide product information, and make personalized offers. Any objections to processing for direct mailing purposes submitted by the buyer/client to the seller/repairer will be honored.

Article 18 – Additional provisions for a Distance Contract

1. Before entering into the Distance Contract, the Entrepreneur must provide the Consumer with the following information in a clear and comprehensible manner:

a. the identity and geographical address of the Entrepreneur;
b. the main characteristics of the Products;
c. the price, including VAT, of the Products;
d. any costs of delivery;
e. the method of payment, delivery and execution;
f. whether or not the 7 working days' reflection period applies to the Distance Contract;
g. the period for accepting the offer. 2. In addition to Articles 1 and 2, the Consumer may terminate the Distance Contract as long as receipt of an electronic acceptance has not been confirmed by the Entrepreneur.

3. The Entrepreneur has a maximum delivery period of 150 days, starting from the day after the Consumer placed their order. If this period is exceeded, the Consumer has the right to terminate the Distance Contract without further notice of default, unless the delay cannot be attributed to the Entrepreneur. The Consumer and the Entrepreneur may agree on a different period.
4. If the cooling-off period applies to this Distance Contract, the Consumer has the right to cancel the Distance Contract without giving any reason within 14 working days.
5. If the Products are unavailable, the Entrepreneur must inform the Consumer as soon as possible and refund any payment made within 30 days, without prejudice to any rights to compensation. If the Consumer and the Entrepreneur have agreed that a Product of equivalent quality and price may be supplied, the costs of return shipping will be borne by the Entrepreneur. This only applies if the Consumer exercises the right of withdrawal during the cooling-off period. The Entrepreneur must inform the Consumer of this in a clear and comprehensible manner.
6. The Entrepreneur shall provide the Contractor with the following information in good time upon performance and at the latest upon delivery:

Consumer the following information:

a. the data referred to under a/mg in paragraph 1 of this Article;
b. in writing the requirements for exercising the right to cancel the

Distance contract and any associated financing during the cooling-off period of 14 working days, in which at least the following must be stated:

i. the commencement time and the duration of the cooling-off period available to the Consumer;
ii. that in the event of use of the cooling-off period, the Consumer will be responsible for a maximum of the costs of return shipment and delivery;
iii. the information about the termination of the loan if the Consumer finances the purchase price with a loan from the Entrepreneur or from a third party on the basis of an Agreement between the Entrepreneur and that third party.
iv. the visiting address of the Entrepreneur's establishment; v. information regarding any warranty and after-sales service; vi. the requirements for terminating the Agreement if the Agreement has a duration of more than one year or is indefinite.

7. If the Entrepreneur has not fulfilled his information obligation or has not provided information in the correct form, the cooling-off period is a maximum of 3 months and 7 working days. If the Entrepreneur still complies with the information obligation within those 3 months, the cooling-off period begins on the day after he has finally complied with that obligation.
7 working days to run.
8. Returns are at the Consumer's expense and risk. The Entrepreneur may not charge any other costs upon termination of the Agreement.

GENERAL TERMS AND CONDITIONS JONGERIUS HANDMADE BICYCLES BV.