Terms of Sale
enviolo
Terms of Sale
These are the terms and conditions of sale (the “Terms of Sale”) that apply to all sales of enviolo manual or automatic products (including any embedded software, the “Product” or “Products”) by enviolo bv. or its operating subsidiaries (collectively “enviolo,” “We” or “Our”). All offers and sales are subject to and expressly conditioned upon these Terms of Sale.
If you have any questions about any of the Terms of Sale, please contact your sales representative or contact us at [email protected].
PRICING VALIDITY
The prices for each calendar year are applicable on orders placed until December 31 of that calendar year, with the confirmed shipment latest March 31 of the following year (CY+1).
The next year’s prices are applicable on orders as of January 1 and can be placed until December 31 of that next year, with a confirmed shipment date latest on March 31 of the year following that next year.
Pricing conditions are contingent on customer adhering to these Terms of Sale.
MINIMUM ORDERING QUANTITY (MOQ)
Production orders (FCA, EXW) are minimum 192 ppcs.
Non-production/Just-in-Time (JIT) orders can be placed at a maximum of 192 ppcs per month.
DELIVERY TIMING
All FCA or EXW orders must include target delivery date for customer handover (ETD), and target delivery date for arrival (ETA).
Enviolo strives to send order confirmations within 48h of receiving customer PO. Available Delivery dates are subject to change based on enviolo’s capacity and communicated in order Acknowledgments. Enviolo targets the following lead times for orders:
Manual components, bulk, ship FCA:
- 90 days to packed shipment
Automatic components, bulk, ship FCA from EU:
- 90 days to packed shipment
Enviolo reserves the right to allocate orders to any of its contract manufacturers. Transit times are based on shipment method, customer’s freight forwarder and the shipping destination.
Manual and Automatic components, when ordered JIT (DAP) target lead times are:
Destination in EU:
- 2-3 days (ground freight)
- Delivery to customers facility and including EU-related duties
- 20% JIT surcharge added to the order:
Destination outside of EU:
- Delivery to customers facility
- Non-EU, North America, Asia: TBD transit time based on sea or air
- 20% JIT charge + custom charges apply (transport & custom duties)
For shipments that are ready for Delivery but for which enviolo has not received shipping instructions, enviolo shall ship such Orders according to its most recent applicable shipping instructions for your orders of similar Products and will invoice you for such costs.
PAYMENT TERMS
Varies based on Incoterms and customer credit-rating strength. The payment terms offered in the Sales Order provided with your order acknowledgement are subject to your continued credit rating at the time of the Sales Order. Should your credit rating change prior to Delivery or your payment, enviolo at its sole discretion may change your payment terms accordingly, which may include requiring prepayment prior to Delivery or cancellation of the order. Order changes and pick-up on bulk orders (which ship either FCA Asia or EXW EU): customer can extend the confirmed ship dates by a minimum of 14 days and a maximum of 90 days from the original ship date when the request occurs less than 365 days from the original ship date. Order adjustments may be requested max. 3 times, to a combined total of 90d postponement from original ship date.
Order adjustments adhere to a 90-day term before ship date and apply to, however not exclusive to:
- Order re-configurations
- Shipment method
- Payment conditions
- Quantity adjustments are allowed to a maximum of 10% reduction of the original ordered quantities per item.
- Orders cannot be split. New orders have to be submitted by customer.
Carrier info needs to be provided 45d prior to ship date. Failure to provide carrier information before the 45-day term may result in a delay of the shipment and / or additional costs. enviolo is not responsible for delays and costs caused by incorrect carrier information provided by the customer.
Changes to the shipping method such as AIR to SEA or vice versa may result in a delay of the shipment and / or additional costs for the customer.
Enviolo reserves the right to action earlier shipments, to a maximum of 14 days before the confirmed ship date, without customer confirmation.
Enviolo may consolidate orders with ship dates that are within 14 days of each other.
Orders must be picked up within 20 days of the order available date provided by enviolo. If the order is not transacted and picked up within 20 calendar days, enviolo may take the following actions:
- A storage fee of 5% of the order value will be applied if the order is not collected within 20 days from the original pickup date.
- An additional 5% of the order value will be added for each subsequent month if the order remains uncollected.
- Re-allocate all or part of the order to other customers. The original order will be requeued into the production schedule subject to the standard lead time.
- Customer pick-up delays may result in future orders required to be 100% prepaid.
CONFORMITY
The customer is responsible for any declarations of conformity specific to their application or finished goods.
PACKAGING
- OEM packaging for OEM orders.
- Retail packaging for all retail and spare parts orders.
CONTACT
https://enviolo.com/ordertool
Note: Subject to modifications. Errors excepted.
Looiersgracht 43,
1016 VR Amsterdam,
The Netherlands
Popovstraat 12,
8023 RK Zwolle,
The Netherlands
[email protected]
[email protected]
www.enviolo.com
These Terms of Sale are provided in various languages as a courtesy but the Terms of Sale in the English version shall be binding on any transaction, in the event of any conflict between versions.
GENERAL TERMS
You (“Purchaser”) may place orders for enviolo Manual or Automatic products (including any embedded software, the Product or Products”) with enviolo bv. or its operating subsidiaries (collectively “enviolo,” “We” or “Our”) via telephone, facsimile, online ordering system, electronic mail, or by mail. By placing an order for our Products, you consent to these terms and conditions of sale (the “Terms”) and acknowledge that we will only furnish the Products subject to these Terms. All sales are subject to and expressly conditioned upon the Terms, and Purchaser’s acceptance of the Products from enviolo shall be deemed to constitute acceptance of the terms and conditions contained herein. Unless expressly agreed to in writing by enviolo, any term or condition in any order or other form or correspondence that purports to add to or is in any way inconsistent with these Terms shall be inapplicable and of no force and effect whatsoever. Enviolo’s right to require strict observance and performance of each of these Terms shall not be affected by concurrent waiver of any other of these Terms or by any previous course of dealing.
1. ORDER AND ACCEPTANCE
All orders placed by Purchaser are subject to acceptance by enviolo. An offer to purchase Products shall be made through submission of a purchase order identifying the Products (including adding enviolo’s SKUs), quantity, price and desired delivery date for Products to be purchased. Enviolo shall acknowledge its receipt of any purchase order by providing an acknowledgment of receipt to Purchaser confirming the Product to be purchased by Product, quantity, price and scheduled delivery date (the “Acknowledgement”), and in the Acknowledgement, enviolo shall provide the shipping port and the associated term of transfer of title and risk of loss for the Product purchased, which are determined by Product type. By providing a purchase order and accepting delivery of the products, purchaser agrees to be bound by and accepts these terms unless purchaser and enviolo have signed a separate written agreement signed by an authorized officer of each company, in which case the terms of the separate agreement that conflict with these terms shall govern.
2. PRICES AND TAXES
2.1. Prices shall be as provided by enviolo in a quotation or pricing sheet (each a “Quotation”). Prices may be changed by enviolo at its sole discretion and may escalate. Prices stated in a Quotation do not include taxes, insurance, special packaging, installation, freight, handling or any other shipping charges unless these items are specifically listed and priced in the Quotation. Price Quotations shall automatically expire in thirty (30) days from the date issued, or as otherwise stated in the Quotation.
2.2. Purchaser agrees to report and pay all taxes and assessments imposed on Purchaser or enviolo in connection with the distribution and sale of the Products hereunder, including all sales, use, value added, excise and other taxes and duties (collectively, “Taxes”), except for Taxes imposed on enviolo’s income. Purchaser agrees to indemnify and hold enviolo harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. If enviolo is required to pay or collect any Tax, an additional charge will be made therefore and paid by Purchaser. If Purchaser is exempt from any such Tax, Purchaser must provide enviolo with a valid exemption prior to invoicing.
3. PAYMENT
For purchases on approved credit, enviolo will generally invoice for deliverable items on the day of shipment (or delivery) unless payment has been made earlier or invoiced. The amount invoiced will include the price of the Products plus all Taxes, fees, transportation, insurance, and other charges. Unless otherwise agreed to as indicated on the applicable Acknowledgement, payment of an invoice is due within thirty (30) days of the invoice date (which is the date of shipment from the FCA port) and shall be made in U.S.A. funds unless otherwise specified on the Quotation. Payment to enviolo shall not be contingent on third party payments to Purchaser. Any payment not made when due shall be subject to an interest charge at the rate of the greater of 1.5% per day and the maximum rate permitted by law. Additionally, if any payment is not made when due, enviolo reserves the right to refuse to provide any further Products until such payment and the applicable interest charge have been received. Purchaser agrees that it shall not have any rights of setoff for amounts it owes for particular Products against amounts that may be owed to it by enviolo. Purchaser shall pay all of enviolo’s costs and expenses (including reasonable attorneys’ fees) to enforce and preserve enviolo’s rights under this Section 3.
4. DELIVERY AND TITLE
Products shall be delivered to Purchaser or its carrier under the shipping terms provided in the Acknowledgement by enviolo. The terms provided by enviolo in the Acknowledgement shall be understood and defined in accordance with Incoterms 2020, unless otherwise indicated in the Acknowledgement. Title to the Products shall remain with enviolo until full payment of all invoiced amounts is received. However, risk of loss for each Product shall pass to the Purchaser upon delivery of such Product under the terms of the Acknowledgement. This means that the Purchaser is responsible for any damage or loss occurring after delivery, even if full payment has not yet been completed.
Special shipping instructions must be received from the Purchaser substantially before the shipment date; otherwise, enviolo reserves the right to use its reasonable judgment in selecting the means of shipment, considering the quantity, the shipping origination and destination locations, the urgency of the order, and any other applicable considerations. Any additional shipping cost incurred at the request of the Purchaser will be charged to the Purchaser.
Where enviolo arranges transportation and shipping for Products, enviolo acts solely as the Purchaser’s agent for this purpose, and the title and risk of loss remain with the Purchaser per the shipping terms in the Acknowledgement. This role of enviolo as an agent does not extend to liability for delays or damages during transit.
Unless otherwise agreed in writing, enviolo’s standard packaging will be used. If the Purchaser cannot accept delivery of an order, Purchaser will arrange for storage, and shall bear all costs for such storage. Enviolo shall not be liable for any delays in transit of Products. enviolo shall not be liable to or responsible for any damages or loss for delay or default in delivery due to any cause beyond enviolo’s reasonable control, nor shall Purchaser cancel or have the right to cancel Its Purchase Order because of delays or default in delivery due to such causes. The carrier shall not be deemed an agent of enviolo.
In the period until full payment for the Products is received, are the Products under retention of title. The Purchaser may not encumber or pledge the Products during this retention of title period. In case of seizure or enforcement by third parties, the Purchaser must immediately notify enviolo in writing. If the Purchaser fails to comply with payment obligations, enviolo retains the right to reclaim the Products, even if they have been installed or are in possession of a third party. Purchaser shall fully cooperate with such reclamation efforts.
5. MINIMUM SHIPMENT QUANTITIES
As provided above and as provided in enviolo’s quotation.
6. INSPECTION AND ACCEPTANCE OF PRODUCTS
Purchaser is deemed to have accepted Products unless notice of rejection is given within a reasonable time, which shall in any case be within ten (10) days after delivery. Purchaser shall provide immediate notice of any discrepancy in the Products ordered and delivered. Purchaser’s payment shall constitute final acceptance of the Products and shall act as a waiver of the Purchaser’s rights to inspect or reject the Products unless otherwise agreed.
7. CANCELLATION
Orders may not be canceled, unless explicitly agreed otherwise.
9. STATEMENT OF LIMITED WARRANTY, WARRANTY DISCLAIMERS, AND LIMITATIONS OF LIABILITY
Enviolo warrants that the Products will conform to the specifications set forth on the owner’s manual and technical manual provided for the specific Product purchased, which are available at support.enviolo.com. The limited warranty, the warranty disclaimers and the limitations of liability set forth for each Product, available at support.enviolo.com/hc/articles/11954350803090 shall apply to all sales of such Products. Purchaser understands and agrees that the warranty and liability limitations set forth therewith are essential elements of this contract for enviolo and that in the absence of such elements the material and economic terms of this contract would be substantially different.
9. IMPORT AND EXPORT CONTROLS
Purchaser certifies that it will be the recipient of the Products to be delivered by enviolo. Purchaser understands that the Products include items that are governed by EU export regulations and any applicable import regulations. Purchaser warrants that it shall comply with all applicable laws and regulations governing exports from the EU, as well as any and all import regulations that may apply to the Products from any governmental authority in effect and applicable to the Product from time to time and that it will indemnify enviolo for any failure by Purchaser or its customers to do so. Purchaser agrees to cooperate with enviolo in order to obtain export licenses or exemptions therefrom by, among other things, providing required documentation, to the extent requested by enviolo.
10. USE OF PRODUCTS
The Products sold hereunder are to be used only in the rear wheel of a bicycle for usual and customary rear hub purposes and in accordance with the accompanying instructions. Purchaser agrees not to use the Products for any other use or purpose. If Purchaser uses the Products for any other purpose or uses the Products in any manner that is not in compliance with all legal, regulatory and safety-related requirements concerning the Products: (a) Purchaser acknowledges that such use or sale is at Purchaser’s sole risk; (b) Purchaser agrees that enviolo is not liable, in whole or in part, for any claim or damage arising from such use; and (c) Purchaser agrees to indemnify, defend and hold enviolo harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.
For enviolo Extreme Gearbox, products can be assembled outside of the rear wheel of the bicycle; on a case-by-case basis, these are subject to technical validation by enviolo.
11. INTELLECTUAL PROPERTY
The Intellectual Property notice accompanying each Product in the applicable owner’s manual and technical manual shall apply to each sale of Products. All trademarks, trade names, patents, copyrights, designs, drawings, formulas or other data, photographs, samples, literature, and sales aids of every kind related to the Products shall remain the property of enviolo and/or its licensors. Purchaser agrees not to do anything inconsistent with that ownership or to contest ownership of such items. Purchaser also agrees that all use of enviolo trademarks by Purchaser will insure to the benefit of enviolo. Purchaser acknowledges that any software included in the Products is proprietary to enviolo or its licensors and is subject to copyrights and trade secrets owned by enviolo or its licensors. All references in these Terms to “purchases,” “sales,” or words of similar import, with respect to any such software, signify only the acquisition of a license for such software for use with the Products in accordance with the terms of this Agreement. Purchaser shall have no access to or rights in the source code of any software included in the Products. Purchaser shall have no right to copy, modify or remanufacture any Product or part thereof, nor reproduce any written material supplied by enviolo without the explicit written consent of enviolo. Purchaser agrees to cooperate, at enviolo’s expense, with any actions enviolo may bring against any third-party infringer of enviolo’s intellectual property rights.
12. CONFIDENTIALITY
Any materials and information provided by enviolo to Purchaser that are not rightfully publicly available, whether orally, in writing, or by inspection of tangible objects, including without limitation technical data, research, product plans, or know-how constitute and contain proprietary and confidential information of enviolo (“Confidential Information”). Purchaser may not disclose Confidential Information to any person other than its employees with a need to know such information or consultants under contract to Purchaser who have agreed in writing to be bound by confidentiality restrictions at least as protective of the Confidential Information as these Terms without enviolo’s written permission. Purchaser may not use the Confidential Information for any purpose other than to exercise its rights under these Terms. Purchaser shall take reasonable measures to protect the secrecy of and to avoid the unauthorized use and disclosure of the Confidential Information. Purchaser shall immediately notify enviolo in the event it becomes aware of any unauthorized or suspected unauthorized use or disclosure of Confidential Information.
13. TECHNICAL ASSISTANCE OR ADVICE
If technical assistance or advice are offered or given to Purchaser, such assistance or advice is given free of charge and only as an accommodation to Purchaser. Enviolo shall not be held liable for the content or Purchaser’s use of such technical assistance or advice nor shall any statement made by any of enviolo’s representatives in connection with the Products constitute a representation or warranty, express or implied.
14. TERM AND TERMINATION
These Terms shall continue in force for so long as each term by its nature is intended to endure, which may include beyond the date of delivery.
15. NOTICE
Any notice required or permitted by these Terms shall be in writing and shall be sent by express courier, facsimile or registered or certified mail, return receipt requested, to the address or facsimile number shown on the Purchase Order, in the case of Purchaser, or the order acknowledgment, in the case of enviolo. Such notice shall be deemed to have been given upon delivery by courier or registered or certified mail, and upon successful transmission confirmation if by facsimile.
16. FORCE MAJEURE
Non-performance of either party shall be excused to the extent that performance is rendered impossible by strike, natural disaster, governmental acts or orders or restrictions, failure of suppliers, acts of terrorism, energy shortage, or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the non-performing party.
17. SEVERABILITY
If any provision in these Terms is found or held to be invalid or unenforceable in any respect, such unenforceability will not affect any other provisions of these Terms.
18. GOVERNING LAW
These Terms & Conditions of Sale and any sale of Products made hereunder shall be governed by and construed in accordance with the laws of The Netherlands.
19. ENTIRE AGREEMENT
The Quotation, Acknowledgement and these Terms shall constitute the entire agreement between Purchaser and enviolo with respect to a particular purchase of Product and shall supersede all other proposals by enviolo.
Looiersgracht 43
1016 VR Amsterdam, the Netherlands
Popovstraat 12
8013 RK Zwolle, the Netherlands