Terms of service
1. Scope of Applicability
- These General Terms and Conditions of Sale (“GTCS”) apply to all sale and supply of products and spare parts (“a Product” or “Products”) by MATE.BIKE International ApS, CVR-number: 37934208, or any of its wholly owned subsidiaries (“MATE”, “us” or “we”) to business customers (“you”) notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.
- Changes and additions to these GTCS will only apply if expressly agreed in writing by us. We reserve the right to change these GTCS at any time. We will give you thirty calendar days’ written notice of any changes.
2. Offers, Purchase Orders and Order Confirmations
All offers made by us are open for acceptance within fifteen (15) calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the Products offered.
To purchase a Product you send a written purchase order to MATE. All purchase orders issued by you shall specify as a minimum the type and quantity of Products requested, applicable unit prices, delivery place and requested delivery dates.
A purchase order shall not be binding on us unless and until confirmed by us in writing.
3. Prices and Terms of Payment
- The prices for Products shall be those set forth in our order confirmation. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority.
- Subject to any special terms agreed in writing by us, payment of invoices shall be made within ten (10) calendar days from the date of invoice, all payable in the currency specified in the invoice, and without any offset or deductions.
- All invoices must be paid in full prior to delivery of the corresponding purchase order. For Products that are not in stock, production shall only commence upon MATE’s receipt of a prepayment of fifty percent (50%) of the order value.
- If you fail to pay any invoice within seven (7) calendar days of the due date of payment, we may suspend or terminate delivery of any purchase order or any remaining balance thereof until payment is made by providing written notice of termination to you within seven (7) calendar days of the expiration of the grace period. Further, we may charge you interest from the due date to the date of payment at the rate of one point five percent (1.5 %) per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled at law or in equity.
- Title to Products delivered shall remain vested in us and shall not pass to you until the Products have been paid for in full. If you fail to pay any invoice within fourteen (14) calendar days of the due date of payment, we may retake the Products covered by the invoice. You must insure all Products delivered to their full replacement value until title to the Products has passed to you.
4. Terms of Delivery and Late Delivery
- Unless expressly stated otherwise in our order confirmation, all deliveries of Products shall be EXW from the MATE facilities in Denmark or any of the MATE warehouses in EU, USA, or China in accordance with Incoterms 2020. The risk of loss of or damage to Products shall pass to you in accordance with the agreed delivery term.
- The delivery dates of Products shall be those set forth in our order confirmation.
- We reserve the right to make delivery in installments.
- If you have not picked up your order within thirty (30) calendar days from the date on which you have been notified that the Products are ready for pick up, costs for warehousing will be charged at our reasonable discretion. Such cost shall be paid prior to pick up.
5. Cancellation and Changes
- You may cancel or change an order only with the prior written consent of us, which we may withhold in our sole discretion.
Cancellations notified to us after a purchase order is confirmed will be subject to payment of a ten percent (10%) cancellation charge calculated from the order value. If you cancel a purchase order within one (1) week from having made a prepayment, you will forfeit the prepayment made for the order in question. Cancellations notified later than two (2) weeks before the advised delivery date will be subject to full payment. This is in addition to MATE’s right to claim damages caused to MATE due to the cancellation. No cancellations of special, custom, or made-to-order Products will be permitted.
- You may not make any changes to Products or their packaging. Any such changes shall be subject to MATE’s prior approval and payment of change cost at our reasonable discretion.
6. Acceptance of Products
- You must inspect the Products delivered upon receipt. You are deemed to have accepted Products delivered unless a written notice of rejection specifying the reasons for rejection is received by us within five (5) calendar days after your physical receipt of the Products.
- We warrant that upon delivery and for a period of twenty-four (24) months from the date of delivery, Products purchased hereunder will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse.
- Excluded from the warranty are all parts subject to normal wear and tear. For batteries the warranty obligations are limited to the following situations:
- If, within twelve (12) months from the date of delivery of the battery, under normal conditions of use, the actual capacity of the battery falls below 70% of its nominal capacity
- If, within twenty-four (24) months from the date of delivery of the battery, under normal conditions of use, the battery has total failure.
The battery warranty does not include damage from power surges, use of improper charger, improper maintenance or other such misuse, normal wear or water damage.
3. With respect to Products which do not conform to the warranty our liability is limited, at our election, to (i) repair or replacement of such Products, or (ii) refund of the purchase price for such Products less a reasonable amount for usage, provided, however, that such Products must be returned to us, along with acceptable evidence of purchase, within fourteen (14) calendar days after you discovered the lack of conformity or ought to have discovered it.
4. We make no other warranty, express or implied, with respect to Products delivered hereunder, and the warranty constitutes our sole obligation in respect of any lack of conformity of Products delivered hereunder (except title). In particular, we make no warranty with respect to the merchantability of Products delivered or their suitability or fitness for any particular purpose.
8. Intellectual Property Rights and Infringement
- If any Products delivered hereunder are held to infringe a third party’s patent, utility model, design, trademark or other intellectual property right and you are enjoined from using same, we will, at our option and expense, (i) procure for you the right to continue using the Products; (b) replace the Products with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function; (c) modify the Products to make them non-infringing; or (d) refund the purchase price of the Products less a reasonable amount for usage. The foregoing states our sole liability for intellectual property rights infringement.
- You shall keep all technical or commercial knowhow, specifications, processes or initiatives or any information or data which are of a confidential nature, and any other confidential information concerning our business or our products (“Confidential Information”) obtained from us strictly confidential and shall not disclose it to any person or use it for any purpose other except as permitted by the provisions of this clause.
- Confidential information does not include any particular information that you can reasonably demonstrate:
- was in your possession, or was rightfully known by you, without an obligation to maintain its confidentiality prior to receipt from us;
- was or has become generally available to the public other than as a result of disclosure by you; or
- was independently developed by you without use of or reference to any Confidential Information of us.
- You may not disclose MATE’s Confidential Information without our prior written consent, except:
- to those of your employees, who have a need to know for the purpose of exercising its rights or carrying out its obligations in connection with these GTCS or any related agreement. You are responsible for ensuring that such employees comply with these confidentiality provisions;
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that you take best efforts to limit such disclosure and to obtain confidential treatment or a protective order, notify MATE (where legally permissible to do so) reasonably in advance to enable us to participate in such effort.
- You shall not use MATE's confidential information for any purpose other than to exercise your rights and perform your obligations under or in connection with these GTCS or any related agreement.
- You agree to apply reasonable safeguards against the unauthorized disclosure of our Confidential Information in accordance with good industry practice, or in the same manner and to the same degree that it protects its own confidential information– whichever standard is higher.
10. Limitation of Liability
- Neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, re-procurement costs, loss of data, injury to reputation or loss of customers.
- Your recovery from us for any claim shall not exceed the purchase price for the Products giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
- We shall not be liable for any claims based on our compliance with your instructions or repair, modification or alteration of any Products by parties other than us or use in combination with other Products.
11. Processing of personal data
12. Force Majeure
- Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, pandemics, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume.
- In the event the interruption of the excused party’s obligations continues for a period in excess of sixty (60) calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without any liability, upon thirty (30) calendar days’ prior written notice to the other party.
- A purchase order shall terminate automatically, without notice, if you become insolvent or the subject of any proceeding under the laws relating to bankruptcy or the relief of debtors.
- The United Nations Convention for the International Sale of Products shall not apply to these GTCS or to any contracts of sale entered into between us.
- No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.
- Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
- These GTCS and all contracts of sale entered into between us shall be governed by and construed in accordance with the laws of the Kingdom of Denmark without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the competent courts of Denmark, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTCS.