Terms and conditions for business customers
Find the terms and conditions for consumers (non-business) here
This page was last updated at March 13th 2023
GENERAL TERMS AND CONDITIONS OF ROETZ LIFE B.V. FOR BUSINESS CUSTOMERS
1.1. In these general terms and conditions (the “Terms”), the following definitions shall apply:
a) Roetz Life: The private company with limited liability under Dutch law Roetz Bikes Life B.V., having its registered offices in Amsterdam (KvK 85777536), the Netherlands;
b) Customer: all (natural persons acting on behalf of) legal entities, including but not limited to sole proprietorships (eenmanszaken), with whom Roetz Life for business purposes enters into an Agreement or is negotiating about the conclusion of an Agreement, in respect of the selling and/or delivering of the Products of Roetz Life and/or providing the Services;
c) Agreement(s): any and all agreements entered into between Roetz Life and a Customer, including the Terms and amendments thereto and either verbally, in writing or within the framework of a digital organized system for the distance sale of Product(s) and Services
d) Product(s): any and all goods which are subject to an Agreement, including but not limited to the Roetz Life e-bike, which E-Bike can be provided as a Regular E-Bike, Pool Bike, Cargo Bike, Rental Bike, Lease Bike or otherwise (together referred to as the “E-Bike(s)”) and/or any products related thereto;
e) Services: any services provided by Roetz Life to the Customer, either through the Roetz Life service subscription (the “Roetz Life Service Subscription”) or otherwise;
f) Order: any order issued by a Customer to Roetz Life in any form whatsoever;
g) Roetz Rider Coaching: A largely automated service provided by Roetz Life to aid the rider to use the Roetz Life E-bike as responsibly as possible, with the intention to prolong product and material lifetime.
Roetz Service Personnell
h) Regular E-Bike(s): E-Bikes which have been sold and delivered by Roetz Life to the Customer;
i) Pool Bike(s): E-Bikes which have been sold and delivered by Roetz Life to the Customer for the purpose of non-commercial shared use, solely within the organization of the Customer;
j) Cargo Bike(s): E-Bikes which have been sold and delivered by Roetz Life to the Customer for the Customer’s commercial purpose of delivering any cargo of the Customer and/or third parties;
k) Rental Bike(s): E-Bikes which have been sold and delivered by Roetz Life to the Customer for the Customer’s commercial purpose of renting out the E-Bikes to any third parties either [within or] outside the organization of the Customer;
l) Lease Bike(s): E-Bikes which have been sold and delivered by Roetz Life to the Customer for the Customer’s commercial purpose of providing its end user with a Lease Bike, on the terms and conditions as applicable and agreed upon between the Customer and its end user.
2.1. The Terms shall be part of any and all Agreement(s) and shall be applicable to all Product sales and/or Services, Orders, actions, work to be carried out by Roetz Life and/or legal transactions between Roetz Life and the Customer.
2.2. Any general terms and conditions applied by the Customer are explicitly dismissed by Roetz Life and therefore, not applicable to any relationship and/or any Agreement(s) entered into between Roetz Life and the Customer.
3. Quotations, Agreements, Product information
3.1. A quotation or (price) offer shall not be binding on Roetz Life and shall qualify only as an invitation to the Customer to place an Order.
3.2. An Agreement shall only be concluded to the extent Roetz Life accepts an Order from the Customer in writing or if Roetz Life executes an Order. If at the request of the Customer Roetz Life carries out any work for the Customer before an Agreement is concluded, then the Customer shall remunerate Roetz Life in this respect in accordance with Roetz Life’s customary rates.
3.3. After acceptance of an Order, Roetz Life shall at all times be entitled to cancel such Order, if the execution of the Order can no longer be required of Roetz Life. In such case Roetz Life shall not be obliged to refund any more than advance payments already made by the Customer, if any.
3.4. Roetz Life shall observe due care in informing the Customer of any measurements, weights, features and/or other information applicable to the Products, but cannot warrant that these shall not deviate from the Product delivered. Any specifications or samples demonstrated or made available shall be no more than indications of the Products concerned. If the Customer is able to demonstrate that the Products supplied by Roetz Life materially deviate from the information, specifications or samples provided by Roetz Life in such a way that the Customer can no longer be reasonably required to comply with the Agreement, the Customer shall have the right to dissolve the Agreement in writing entirely or in part, without Roetz Life being liable for any damages.
4.1. All Roetz Life prices are in Euro unless expressly stated otherwise and are subject to change, which changes can occur until the date the Order has been confirmed by Roetz Life. Insofar as prices are stated in another currency than Euro, than such price is deemed to be based on the Euro equivalent of such price at the date that the price statement was made. Unless expressly stated otherwise (i.e. on the invoice or order confirmation), the prices stated on the website and pricing list are inclusive of value added tax or any other sales tax. Costs of packing and dispatch, import and export duties and any other surcharges, levies or taxes imposed or charged in respect of the Products and the transportation thereof shall be for the Customer’s account.
4.2. Any changes in costs or prices having an impact on the prices of Roetz Life, including but not limited to rates of third parties, currency exchange rates, insurance rates, import and export duties and any other charges payable upon importation or exportation, freight charges and other charges, levies or taxes, may be charged to the Customer by Roetz Life.
4.3. The Customer subscribing for the Service Subscription as referred to in article 11 or otherwise making use of any of the Services provided by Roetz Life, agrees to the fees and charges, terms of sale, payment and billing policies applicable to the Services as stated in the Terms, Agreement and/or the applicable account registration for these Services. Roetz Life may add new Services for additional fees and charges, or amend fees and charges for existing Services, at any time in its sole discretion. All fees and charges for the Customer’s use of the Services are non-refundable, except as may be expressly stated in the Terms, Agreement and/or the applicable account registration for these Services. If at any time fees for an existing Service are increased, the Customer is free to cease the use of the Service by providing notice by e-mail. Continued use of the Service will be treated as the Customer’s agreement to the new terms.
5.1. Unless otherwise provided for in the Agreement or in additional conditions, the Customer shall pay all amounts due to Roetz Life within 14 days of the invoice date.
5.2. The Customer shall promptly report inaccuracies on invoices provided to Roetz Life. And any invoices sent by Roetz Life shall not be binding in the sense that, if by mistake invoices mention incorrect amounts, Roetz Life shall be entitled to forward correction invoices.
5.3. Roetz Life is entitled, before (continuing) the performance of the Agreement or Order, to demand from the Customer that any advance payment of the payable amount is made or that the Customer otherwise provides proper security. If such security is not provided by the Customer, Roetz Life shall be entitled to dissolve the Agreement or to suspend further performance of the Agreement, without prejudice to Roetz Life’s right to claim damages in this respect.
5.4. The mere expiration of a payment term causes the Customer to be in default by operation of law and without any prior notice of default being required. In that case, all claims by Roetz Life against the Customer, regardless of their grounds or nature, shall be immediately payable. Furthermore, Roetz Life shall in such event be entitled to suspend the performance of the Agreement or Order or dissolve the Agreement entirely or in part.
5.5. In the event the Customer is in default, the Customer will owe statutory interest on the amount still due. Furthermore, Roetz Life will be entitled to charge the out-of-court collection costs it has incurred. Out-of-court expenses may at all times be fixed by Roetz Life at 15% of the invoice amount, with a minimum of EUR 250 (excl. VAT) and without prejudice to Roetz Life’s right to claim the real expenses instead.
5.6. Regardless of any statement expressing otherwise, payments by the Customer are deemed to have been settled on debts in the following order: interest, (extra-judicial) collection charges, principals payable (the older ones before newer ones).
6. Delivery period
6.1. The delivery period indicated by Roetz Life shall be based on the circumstances applicable to Roetz Life at the time the Agreement is entered into and, to the extent dependent on the performance by third parties, on the information that those third parties provided to Roetz Life.
6.2. The delivery period shall commence on the date of Roetz Life’s written Order confirmation. If, in order to execute the Order, Roetz Life requires information from the Customer, the delivery period shall commence on the date on which Roetz Life disposes of all the necessary information or resources, but not earlier than the date of the written Order confirmation.
6.3. In case of an overdue delivery period, the Customer shall be entitled to dissolve the Agreement, but only after having submitted a written request to deliver the Product within a reasonable timeframe or such timeframe as provided by law and Roetz Life was not able to deliver within that extended timeframe. In case the Customer dissolves the Agreement, Roetz Life shall not be obliged to refund more than the advance payments already made by the Customer, if any. The Customer shall not be entitled to claim any compensation in the event of an overdue delivery period.
6.4. Roetz Life shall at all times be entitled to deliver in part-consignments.
7. Delivery and risk
7.1. 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 take place at Roetz Life premises in Amsterdam and the risk of damage and/or loss of the Products shall in all cases be transferred to the Customer at the moment the Products are ready for delivery, while the delivery shall be for the Customer’s account and risk.
7.2. The Customer shall provide Roetz Life with all cooperation and for proper delivery of the Products.
7.3. The Customer shall collect the Products ordered at the time and place agreed upon. Should the Customer fail to do so, the Customer shall be in default without requiring a written notice of default. In such event Roetz Life shall be entitled to store the Products for the Customer’s account and risk for a 14-day period. After which period Roetz Life is entitled to sell the Products to a third party. The Customer shall remain liable for the purchase price plus the interest, costs and/or damages (by way of compensation) after the deduction of the net proceeds of such sale to a third party, if any.
8. Retention of title
8.1. Irrespective of the actual delivery date, the title to the Products ordered shall not be transferred to the Customer until the Customer has paid Roetz Life the full sum outstanding in respect of the Products, including any surcharges, interest, taxes and costs payable pursuant to the Terms or an Agreement.
8.2. If the Customer fails to fulfil its payment obligation towards Roetz Life or Roetz Life has a good reason to assume that the Customer will fail to fulfil such obligation, Roetz Life will be entitled to take back the Product delivered, without any notice of default and for that purpose enter the place where these Products are located.
8.3. If and as long as the title to the Products has not been transferred to the Customer, the Customer shall:
8.3.1. Not be authorized to rent, sell, transfer, let or make the Product available for use to third parties, to pledge them or to otherwise encumber them in favour of third parties until title of the Product has transferred to the Customer, except in these actions are part of the Customer’s ordinary course of business.
8.3.2. inform Roetz Life forthwith in writing in the event that the Products are (threatened to be) seized, attached, or if any other claim is made with regard to the Products and other than in relation to any course of action that is part of the Customer’s ordinary course of business.
8.3.3. inform Roetz Life at Roetz Life’s first request where the Products are located.
8.3.4. in the event of attachment, seizure, bankruptcy, involuntary liquidation or a (provisional) moratorium of payments, the Customer shall immediately inform the administrator or liquidator, the bailiff or the process-server serving the seizure or attachment, of Roetz Life’s rights of title.
8.3.5. be obliged to store the Products delivered under retention of title with due care and as Roetz Life’s recognizable property, unless this cannot reasonably be expected of the Customer due to any course of action that is part of the Customer’s ordinary course business.
9. Inspection and complaints
9.1. The Customer shall be obliged to carefully inspect the Products immediately upon arrival at their destination or to have these examined upon receipt by either the Customer or any third party acting at the Customer’s instructions, whichever is earlier. Roetz Life must be informed in writing of any complaints in respect of defects to the Products or any discrepancies in specifications, quantity or quality between the Products supplied and the specification thereof in the relevant order confirmation or invoice as soon as possible and no later than within 14 days after the receipt of the Products. The Customer must notify Roetz Life in writing of defects that could not reasonably have been discovered within the abovementioned period immediately after discovery, but in any case no later than within 30 days of the receipt of the Products. Should the Customer fail to inform Roetz Life within the abovementioned term, the Customer’s rights to exercise any of its rights with regard to such irregularity or defect has lapsed.
9.2. The Customer shall be obliged to immediately cease the use (or make sure the use is ceased) of the Products concerned after discovering any irregularity or defect. If the Customer fails to comply with this obligation, the Customer will be liable for any damages resulting from the failure to cease such use. This obligation of the Customer extends to Pool Bikes, Cargo Bikes, Rental Bikes and/or Lease Bikes that (may or may not) already have been distributed to the end user and/or other third party, if any. The Customer shall provide any cooperation Roetz Life may require in order to investigate the complaint.
9.3. The Customer shall not be entitled to return the Products concerned to Roetz Life before Roetz Life has agreed in writing to such return. The costs of the return consignment shall be for the account of the Customer and the Products shall remain at risk of the Customer until receipt by Roetz Life of such Products.
9.4. Provided that a complaint has been made in a timely and correct manner and in accordance with the provisions of this article and it has been sufficiently determined that the Products are defective, Roetz Life may either replace the Products found to be defective with new ones upon their return, or repair the Products properly. Roetz Life shall have the right, in fulfillment of its replacement or repair obligation, to supply other equivalent components, which may, for example, have been obtained from suppliers other than those originally agreed upon. By fulfilling one of the aforementioned options, Roetz Life shall be fully discharged of its obligations in this respect and shall not be obliged to pay any further compensation or damages.
10. Return and Withdrawal
10.1. The Customer cannot exercise a right to withdraw from an Order or an Agreement or return any Products delivered, unless Roetz Life has agreed in writing to such withdrawal or return and (if applicable) the terms and conditions in respect of return.
11. Roetz Life Service Subscription
11.1. The Customer established and having its office on the Dutch mainland (and not on the Waddeneilanden) and buyer of (a) Regular E-Bike(s) and/or Pool Bike(s), has the possibility to subscribe for the paid Roetz Life Service Subscription, which covers maintenance costs caused by normal wear and tear under normal use after purchasing such Regular E-Bike(s) and/or Pool Bike(s) and includes any labor costs, call-out charges (voorrijkosten) and/or Roetz Life parts (the “Service Subscription”). Only in the event the Customer subscribes for the Service Subscription, this article will apply.
11.2. For the duration of the Service Subscription, Roetz Life will carry out maintenance and repairs on (a) Regular E-Bike(s) and/or Pool Bike(s) (parts and labor) insofar as such work is required as a result of normal wear and tear under normal use (e.g. recreational, commuting) of such Regular E-Bike(s) and/or Pool Bike(s) and the Services may include but are not limited to; tightening components, lubricating components, the replacement of brakes, brake pads, wheels, handlebars, handlebar controls and buttons, chain, chain guard or kickstand, or a combination thereof.
11.3. The ad-hoc & scheduled maintenance checks from the Service Subscription are available under the following conditions:
11.3.1. Roetz Life will define which maintenance checks are to be performed by a Roetz Service PersonnellService Personnell or which can be conducted by the Customer themself. In the event of self-maintenance, the Customer agrees to use original Roetz Life parts. If the Customer is not able to prove the self-maintenance has been performed or any damage is incurred due to the use of non-approved Roetz Life parts or accessories, Roetz Life reserves the right to invoice the Customer for the costs incurred by Roetz Life as a result of the incorrect maintenance.
11.3.2. Ad-hoc repairs are subject to fair-use of the Product(s) and can be declined should it become evident that the Customer is not acting in conformity with the Agreement and/or the use of the Product(s) cannot be considered as Fair-Use. Fair-use of the Products includes, amongst others, the Customer’s performance of maintenance following a notification via email or the Service Subscription app when available, either by self-maintenance or by scheduling a maintenance appointment with a Roetz Service PersonnellService Personnell with the purpose to avoid unnecessary damage and/or wear and tear of mechanical items (“Fair-Use”). Not considered Fair-Use of the Products is amongst others using:
184.108.40.206. (a) Regular Bike(s) as a delivery bike, for tests, bike sharing or in a sports event or on unpaved roads, or in similar circumstances which go beyond the normal use thereof;
220.127.116.11. (a) Pool Bike(s) as a delivery bike, for tests or in a sports event or on unpaved roads, or in similar circumstances which go beyond the normal use thereof.
11.4. Maintenance intervals are subject to kilometers ridden on the Regular E-Bike(s) and/or Pool Bike(s) and the Customer will be informed thereof via email or Service Subscription app when available.
11.5. Further to article 11.3.2, Roetz Life may upon prior written notice permanently or temporarily terminate, suspend, or otherwise refuse to permit the Customer’s access to the Service Subscription, should it become evident that the Customer is not acting in conformity with the Agreement and/or in case of non Fair-Use. Furthermore, all aspects of the Service Subscription may be subject to change or elimination at Roetz Life’s sole discretion and Roetz Life reserves the right to interrupt the Service Subscription in this respect upon prior written notice of 14 days. The Customer agrees that Roetz Life will not be liable to the Customer for any interruption of the Service Subscription, delay or failure to perform in excess to liability resulting from any statutory liability, if any.
11.6. The Service Subscription shall not provide any cover in respect of claims, required repairs or replacements which are caused directly or indirectly by any of the following and it is advisable to take out an additional insurance with a third party in this respect:
11.6.1. Flat tires, damage due to accidents, vandalism, theft, use that cannot be considered as Fair-Use as referred to in article 11.3.2, confiscation by any governmental or other public authority, statutory liability, damage of electrical components, repair or replacement of parts that fall out of the warranty period and/or shipping costs to and from service locations.
11.6.2. A malfunction of any software, application or other material downloaded to Regular E-Bike(s) and/or Pool Bike(s)from third parties by the Customer or anyone else using the Consumer’s such Product(s) with or without the Customer’s permission.
11.6.3. The effect of any virus, "back door", "time bomb", "Trojan horse", "drop dead device" or malware on the Customer’s equipment.
11.6.4. Adjustment to or alteration of the Customer’s Regular E-Bike(s) and/or Pool Bike(s)without original Roetz Life parts/accessories.
11.6.5. Servicing or repairs by anyone not authorized by Roetz Life.
11.6.6. Costs suffered by the Customer as a result of not being able to use (a) Regular E-Bike(s) and/or Pool Bike(s).]
11.7. A Roetz Service Personnell reserves the right to define which [mechanical] pieces of Regular E-Bike(s) and/or Pool Bike(s) need replacing, repair or other maintenance during a check-up.
11.8. A Roetz Service Personnell will in principle visit the Customer’s (office) address for the purpose of all maintenance and repair work. In case of breakdown en route (pech onderweg), the Customer must transport the Regular E-Bike(s) and/or Pool Bike(s) concerned to its (office) address or alternatively the Roetz Life Factory, or remote service network locations at its own expense.
11.9. For the purpose of maintaining the quality and the value of the Regular E-Bike(s) and/or Pool Bike(s), Roetz Life shall be entitled (but not required) to repair damage to (a) Regular E-Bike(s) and/or Pool Bike(s) caused by circumstances for which the Customer is liable. The Customer shall pay a remuneration to Roetz Life in this respect in accordance with Roetz Life’s customary rates. Roetz Life will only repair such damage after consultation with the Customer.
11.10. The Customer has the right to cancel the subscription of the Service Subscription within a cancellation period of 14 days. To exercise the cancellation right, the Customer must notify Roetz Life, in writing by e-mail of its wish to cancel the Service Subscription.
11.11. In order to use the Service Subscription, the Customer will need to establish and maintain a correct member account for the Service Subscription in accordance with the terms and conditions for such account (the “Account”), which may include establishing and maintaining multiple Accounts for every individual Regular E-Bike and/or Pool Bike, as purchased by the Customer. Roetz Life may accept or reject Account applications on its sole discretion.
11.12. By applying for the Account and with reference to article 20 below, the Customer gives Roetz Life permission to disclose (part of) the personal information to third parties for verification and localization purposes. Furthermore, the Customer is required to provide an email address and mobile phone number to Roetz Life, thereby consenting that Roetz Life uses the email address and phone number to send the Customer emails and/or messages in relation to the Service Subscription. The Customer cannot opt out of these emails and/or messages as these are vital for the performance of the Services, unless the Customer terminates the Service Subscription in accordance with article 11.10 above.
11.13. The Customer may only use the Customer Account(s), and may not permit anyone else to use the Customer’s Account(s), or assign or otherwise transfer its Account(s) to any person or entity (except in relation to Pool Bikes, for those persons within the organization of the Customer). When applying for and creating the Account, the Customer must provide accurate and complete information and keep such information updated and accurate throughout the term of the Service Subscription and at all times keep the Account password secure. The Customer must notify Roetz Life immediately of any breach of security or unauthorized use of the Account. Roetz Life will not be liable for any losses caused by any unauthorized use of the Account.
11.14. In respect of any Cargo Bike(s), Rental Bike(s) and/or Lease Bike(s), the parties may agree upon a paid Roetz Life service subscription and the applicable terms and conditions thereto will then separately be agreed upon in writing.
12. Data connection
12.1. The E-Biked provide for a data connection, which data connection makes it possible for Roetz Life to perform the required maintenance and track the location of the E-Bikes in the event of theft (the “Data Connection”). If the Data Connection is disconnected, the E-Bikes will put itself into an unusable mode within 3 days.
12.2. The Customer agrees that sensor data needed to monitor the state of health of the E-bike will be collected through the Data Connection and be stored. GPS data will only be collected when the E-bike is reported missing or stolen, or for logistic purposes when maintenance is planned in agreement with the Customer.
13. Maintenance and updates
13.1. In order to maintain and improve the functionalities and the safety of the Products and the Services, it may be necessary to update or alter from time to time the Products and/or Services, e.g. through software or firmware updates. This could change the use of the functionalities. The updates or alterations can be executed in the following ways:
13.1.1. Uploaded and installed directly to the Product by Roetz Life through the Data Connection in case of important updates.
13.1.3. Installed by Roetz Life or by Roetz Service Personnell during repairs and/or maintenance checkups, throughout the term of the Service Subscription or otherwise.
13.1.4. Uploaded and installed directly to the Product by Roetz Life through the Data Connection in case of important updates.
13.2. Roetz Life might need to temporarily suspend the Services and/or disconnect the Data Connection, e.g. because safety issues need to be examined and/or system maintenance and/or upgrades need to be performed.
13.3. Roetz Life might need to suspend or discontinue the support of the Customer’s mobile devices, e.g. because the Customer’s mobile device’s software is getting outdated.
13.4. Roetz Life does not accept liability for the situations described in article 13.1, 13.2 or 13.3 and/or any combination thereof.
13.5. In case the Customer (or the Customer’s end user and/or other third party, if any) refrains from downloading and installing the updates described in article 13.1 and/or prevents any of these updates or alterations taking effect, any warranty on the Products or Services will become null and void.
14.1. The Customer will inform Roetz Life immediately in case of theft, and in any event not later than within seven (7) days of discovery.
14.2. Roetz Life will then make use of the location tracking through the Data Connection and to the extent any information can be obtained, provide the Customer with the relevant location details. The Customer may use these relevant location details for its reporting to the police.
15. If still connected, Roetz Life will trigger ‘theft mode’, in order for the E-Bike to enter into an unusable state. If not connected, Roetz Life will ensure the bike not be able to refresh it’s ‘license to operate’ by flagging it as stolen in the Roetz Life data environment.Other obligations and responsibility of the Customer
15.1. The Customer shall at all times provide Roetz Life with all information necessary for the execution of Roetz Life’s activities in a timely manner and shall make sure such information is accurate.
15.2. The Customer shall not be entitled to remove or make invisible any trademarks or identifying marks on the Products or on any documents regarding the Products.
15.3. The Customer shall not copy, modify, reverse engineer, decompile, disassemble or otherwise tamper with the Product, its components.
15.4. All obligations and responsibilities of the Customer as included in the Terms and/or the Agreement, extend to the Customer’s end user and/or other third party, if any, and even if this is not specifically included in the separate articles of the Terms and/or the Agreement concerned. However, this does specifically not apply to article 5 in respect of payment.
16. Force majeure
16.1. If Roetz Life is unable to fulfil any of its obligations towards the Customer due to force majeure, these obligations shall be suspended during the force majeure situation.
16.2. If a force majeure situation has lasted for 30 days, both parties have the right to dissolve the Agreement, either in writing entirely or in part. In the event of force majeure of Roetz Life, the Customer is not entitled to any compensation or damages.
16.3. If Roetz Life exercises such right of dissolution as referred to in the previous paragraph, Roetz Life is authorized to set off any amount which may possibly be refunded to the Customer with a remuneration for activities already carried out as well as with a compensation for loss of profit.
16.4. Force majeure on the part of Roetz Life is to be understood as a case of overmacht as mentioned in article 6:75 Dutch Civil Code, and furthermore any circumstance beyond the reasonable control of Roetz Life hindering the fulfilment of its obligations towards the Customer entirely or in part and/or any circumstance causing that Roetz Life cannot be expected in all fairness to fulfil its obligations, regardless whether such circumstance could have been foreseen at the time when the Agreement was concluded. Such circumstances include but are not limited to fires, storm damages, nature disasters, acts of terrorism, strikes and lockouts, endemics and pandemics, stagnation or other production problems suffered by Roetz Life or its suppliers, or problems in the transportation provided by Roetz Life or any third parties, any government measures, as well as the inability to obtain any permit or license from any governmental body, including but not limited to import and export bans and/or quota restrictions.
16.5. Parties shall notify each other as soon as possible of any (possible) force majeure situation.
17. Warranty and warranty claims Products
17.1. [Roetz Life warrants that under normal and Fair-Use [in accordance with the applicable written instructions for use] (a) Regular E-Bike(s) shall, at the time of delivery to the Customer and until the expiration dates as referred to in this article, be of satisfactory quality and be free from defects in design, material or workmanship and shall conform in all material respects to Roetz Life’s specifications for such Product(s). In respect thereof,] Roetz Life provides for the following warranties:
17.1.1. Five (5) years for a frame and front fork of such Product(s).
17.1.2. Five (5) years for any construction defects related to such Product(s).
17.1.3. Two (2) years for all original components of such Product(s).
17.1.4. Two (2) years for the battery or 1000 charge cycles, whichever comes first and only when it falls below the lower bound of 70% of its original total capacity during this warranty period.
17.1.5. All warranties take effect from the date of delivery.
17.2 If, in Roetz Life’s opinion, the Customer has been able to prove that (a) Regular E-Bike(s) supplied by Roetz Life to the Customer does not function properly, Roetz Life may choose, at its sole discretion, between:
17.2.1 Re-supplying such Product(s) upon the return of the Product(s).
17.2.2 Modifying the Product(s) properly.
17.2.3 Granting the Customer a discount on the purchase price to be agreed by mutual consent.
17.3 Roetz Life shall be fully discharged of its warranty obligations by complying with one of the options described in the previous paragraph, and it shall not be held to pay any further compensation or damages.
17.4 Notwithstanding applicable statutory rights, a repair or replacement under a warranty does not extend the warranty period. This warranty applies to (a) Regular E-Bike(s) and is transferable for the remaining period if a third party purchases (a) Regular E-Bike(s) from the Customer.
17.5 Claims under the warranty must be made directly to Roetz Life in writing by e-mail, whereby proof of purchase and an explanation in respect of the invoked warranty (substantiated with photos) is required.
17.6 This warranty does not cover normal wear and tear (including but not limited to normal wear and tear of the coating or stickers/transfers), damage following improper assembly of the Product or unauthorized installation of parts or accessories by or on behalf of Customer, or follow-up maintenance resulting from incorrectly replacing parts by or on behalf of Customer and damage to wearable parts such as tires, brake pads, handlebar grips and saddle. The warranty does not apply to damage or failure due to accident, misuse, abuse, neglect, failing to download and install mobile device application updates, or failing to follow instructions. Any unauthorized modification of the frame or components shall make these warranties null and void. The warranty shall not apply in case of a modification, reverse engineering, decompiling, disassembly of or otherwise tampering with the Product(s), its components and/or the Services, or in case of use of the Products which is not Fair-Use. Roetz Life is not responsible for any incidental or consequential damages. This warranty does not affect any statutory rights of the Customer.
17.7 This warranty does not cover maintenance. However, Roetz Life guarantees the availability of parts and/or modules for at least the period required by law.
17.8 Roetz Life warrants only those features and qualities of the Regular E-Bike(s) and its related Product(s), if any, that are explicitly agreed in writing. All other specific or implied warranties are - to extent allowed under applicable mandatory law - hereby expressly excluded.
17.9 If Roetz Life should deliver to the Customer any Products related to the Regular E-Bike(s), which Product(s) Roetz Life has obtained from its own suppliers, Roetz Life shall never be obliged to honor a warranty or liability in respect of the Customer which is more far-reaching than that which Roetz Life can claim from its own supplier.
17.10 If the Regular E-Bike(s) and its related Product(s), if any, must be returned to Roetz Life, in order to carry out any repairs to the Product(s), the Product(s) shall remain for the Customer’s risk during transportation.
17.11 In respect of any Pool Bike(s), Cargo Bike(s), Rental Bike(s) and/or Lease Bike(s), the parties may agree upon a separate warranty and the applicable terms and conditions thereto will then be agreed upon in writing.
17.12 The Customer shall not provide its end user and/or other third party with a more favorable warranty than the warranty as agreed upon between the parties in either the Terms or any Agreement.
18.1. Any liability of Roetz Life shall at all times be limited to the sum insured and paid under the liability insurance policies taken out by Roetz Life. These insurance policies have limited cover, inter alia with respect to the amount of the damages and the number of insured events per year. Upon request, access may be obtained to the insurance cover note. Should no payment be made by virtue of aforementioned insurance policies, regardless of the grounds, the liability of Roetz Life shall be limited to the fee that was invoiced by Roetz Life and paid by the Customer in connection with the delivery giving rise to such liability, up to a maximum liability of € 10,000 (ten thousand Euro) per event or related series of events.
18.2. Any Customer ’s claim for damages must be brought by the Customer within six (6) months of the date of the event giving rise to any such claim, and any lawsuit relative to any such claim must be filed within six (6) months of the date of the claim. Any claims that have been brought or filed, while not in accordance with the preceding sentence are null and void.
19.1. Without prejudice to any rights or remedies Roetz Life may have under the Agreement or at law, Roetz Life may, by written notice to the Customer, suspend or terminate with immediate effect the Agreement or any part thereof, if:
19.1.1. the Customer violates or breaches any of the material provisions of the Agreement; and/or
19.1.2. any proceedings in respect of bankruptcy, (provisional) suspension of payment, liquidation or attachment of one or more assets of the Customer or if the Customer is aware that any of these situations may occur, in which event the Customer must notify Roetz Life thereof as soon as possible.
19.2. Upon occurrence of any of the events referred to above, all payments to be made by the Customer under the Agreement shall become immediately due and payable and all this without prejudice to Roetz Life’s other rights under the Agreement whatsoever and without Roetz Life being held liable for any damages.
19.3. If Roetz Life exercises its right of termination as mentioned in this article, Roetz Life is authorized to set off any amount which may possibly be refunded to the Customer with a remuneration for activities already carried out as well as with a compensation for loss of profit.
20. Personal Data
20.2. Roetz Life may do so in the performance of the Agreement and the Terms and/or for the purposes of (amongst others) the rendering and improvement of the Services, the maintenance of the Products and improving product design of Roetz Life’s Products.
21. Intellectual Property
21.1. All copyright and other intellectual property rights relating to the Products, the Services, any accompanying documentation or any other materials provided by Roetz Life shall at all times remain the property of Roetz Life (or its supplier, if any).
21.2. The Customer is not entitled to change, alter or remove any logos, drawings, designs or other identifying marks on and of Products. All logos, drawings, designs and other designations on and of Products, as well as references to them on the Internet shall remain, insofar as they are the subject of any right of intellectual and/or industrial property, the property of Roetz Life (or its supplier, if any) and the Customer is not allowed to copy or imitate these
22. Repurchase by Roetz Life
22.1. In relation to any Regular Bike(s), Pool Bike(s), Cargo Bike(s) and/or Rental Bike(s), unless specifically agreed otherwise at the time of the Agreement, the Customer can at any time after the conclusion of the Agreement request a repurchase offer from Roetz Life. The offer of Roetz Life in respect of the repurchase shall be based on the actual terms and conditions as included in the repurchase scheme as in effect from time to time. If the Customer wishes to receive a repurchase offer, the Customer must provide Roetz Life with such written request by e-mail.
22.2. Unless specifically agreed otherwise, in respect of any Lease Bike(s), the Customer grants Roetz Life the right of first repurchase (i.e. after the lease term of the end user ends or as otherwise agreed upon in writing). Roetz Life may exercise its right of first repurchase on the basis of a repurchase scheme as agreed upon between the Customer and Roetz Life prior to entering into the Agreement. Only if Roetz Life does not make use of its right of first repurchase, the Customer may offer the end user or any other party the right to purchase the Lease Bike from the Customer.
23. Third parties
23.1. Roetz Life is allowed to transfer to third parties the rights and obligations described in the Agreement with the Customer. The Customer shall be entitled to terminate the Agreement by the date on which the transfer shall take place. In such case, Roetz Life shall not be liable for any damages.
23.2. The Customer cannot transfer any rights or obligations from the Agreement to third parties, unless with the prior written consent of Roetz Life.
23.3. Roetz Life shall at all times be entitled to engage third parties to fulfil (parts of) the Agreement. If Roetz Life engages third parties, the terms and conditions that apply to the agreement between such third parties and Roetz Life apply to the Agreement notwithstanding the rights and obligations of Roetz Life and the Customer arising from the Terms and/or the Agreement. To the extent that such rights and obligations deviate, the terms and conditions that bind Roetz Life to any third party shall prevail. Roetz Life shall provide such terms and conditions that bind Roetz Life towards third parties to the Customer, free of charge and at the Customer’s first request.
24. Comprehensive Agreement
24.1. The Agreement, including the Terms, is a comprehensive reflection of the rights and obligations of the parties and shall replace all prior written and verbal arrangements, statements, expressions or acts by the parties.
25.1. In the event that any provision(s) of the Terms and/or Agreement shall be held invalid or unenforceable by a court of competent jurisdiction or by any future legislative or administrative action, such holding or action shall not negate the validity or enforceability of any other provisions thereof. In the event that any provision of the Terms and/or Agreement shall finally be determined to be unlawful or unenforceable, such provision shall be deemed severed from the Terms and/or Agreement, but every other provision shall remain in full force and effect, and in substitution for any such provision held unlawful or unenforceable, there shall be substituted a provision of similar import reflecting the original intent of the clause to the extent permissible under applicable law.
25.2. If any term or provision of the Agreement, including in the Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement or the Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
26. Amendment of terms
26.1. The terms may be amended by Roetz Life by mere notification to the Customer, in which case the Customer has the right to dissolve the Agreement in writing entirely or in part. However, in the absence of any dissolvement within 30 days after notification, the amended Terms shall apply to all new Agreements as of the day of notification as well as to all current Agreements if and insofar as these are carried out after the day of notification. The present Terms and Conditions can be found at: https://shop.roetz.life/business-terms-conditions
26.2. If an amendment or adjustment as referred to in the previous article is agreed, such amendment or adjustment shall only apply to the Agreement concerned, unless expressly stated otherwise.
27. Applicable law, competent court
27.1. The laws of the Netherlands shall be applicable to the Terms and to all other Agreements. The applicability of the Vienna Convention on the Sale of goods is excluded.
27.2. Any disputes arising from the Agreement or the Terms shall be brought exclusively before the competent court in Amsterdam.