Shoprider Europe S.A. General Terms and Conditions of Sale
September 2014

1/ Application of the Terms and Conditions of Sale - Opposability to the Terms and Conditions of Sale

These Terms and Conditions of Sale are consistently submitted to each customer. By placing an order the customer fully accepts these Terms and Condition of Sales without any reservations. Other media such as leaflets, catalogues or any other published by Shoprider Europe S.A. are non-contractual and only have a consultative value. No particular condition can overwrite these Terms and Condition of Sales, unless Shoprider Europe S.A. acceptance is formally given in writing. Accordingly, any contrary condition set by the customer, unless expressly accepted in writing, cannot be brought against Shoprider Europe S.A., regardless of the date Shoprider Europe S.A. would have been informed of it.

2/ Order Acceptance

Only orders confirmed in writing by Shoprider Europe S.A. are binding. Orders become only effective after Shoprider Europe S.A. has sent an order acknowledge receipt. Shoprider Europe S.A. is bound by orders taken by its representatives or employees, only when written and signed confirmation is done. Order acceptance shall also result from shipment of the goods.

3/ Order Modification

Any order modification or cancellation requested by the customer shall not be taken into consideration unless received in writing before shipment of the goods.
In the event that Shoprider Europe S.A. does not accept the order modification or cancellation, the value of any down payment made shall be compensated with goods.

4/ Delivery - Object of delivery

Shoprider Europe S.A. reserves the right to make useful modifications to its products, without having to modify the products previously delivered or being the object of a pending order. Shoprider Europe S.A. reserves the right to modify the packaging of the products as published in catalogues, leaflets, website or any other media without prior notice.

5/ Delivery - Shipping

Delivery shall occur in EXW Shoprider Europe S.A. premises by handing the goods over to a forwarder in Shoprider Europe S.A. premises, or according to the specific conditions noted on our order acknowledge receipt. It is the responsibility of the customer to give notice of his delivery/reception conditions, contact name and phone number, special delivery conditions (especially difficult access or if delivery is requested with a truck with hatch back/platform),  closing hours and dates in order to ensure that the forwarder shall be informed for the goods delivery. Unless Shoprider Europe S.A. is informed timely of any change in the closing hours or date, any additional shipping cost that may incur due to the non-presence of the customer, shall be charged to the customer.

6/ Delivery - Delivery time

Deliveries shall be made according to goods availability and in the order orders come in. Shoprider Europe S.A. is authorized to make complete or partial deliveries.
The information about the delivery date is as accurate as possible, but may vary according to the supply of Shoprider Europe S.A. and transportation availability.
Late delivery shall not entitle the customer to payment deductions, compensation or cancellation of pending orders. In the case of non-delivery two months after the notified delivery date, due to any event beyond the reasonable control of Shoprider Europe S.A., the order can be cancelled by any party, and the down payment, if any, refunded to the customer without entitlement to any allowance or compensatory damages. Events beyond the reasonable control of Shoprider Europe S.A. that shall free Shoprider Europe S.A. from their obligations include but are not limited to: war, riot, fire, strikes, accidents, nature events, supply shortage. Delivery shall only occur when the customer is clear of any obligation towards Shoprider Europe S.A. whatever the cause is.

7/ Delivery - Risks

The goods travel at the risk and danger of the customer, who shall in the event of damage to the goods or any discrepancy make all the necessary reservations in writing to the forwarder within the legal date and inform Shoprider Europe S.A. no later than one day after the delivery date.

8/ Reception

Without prejudice to the provisions towards the forwarder, claims regarding any visible defect or non-conformity of the delivered product or any discrepancy with the ordered product or the delivery note have to be submitted in writing within eight days of the delivery date. The customer shall provide efficient proof of the damages or discrepancies noticed. The customer shall allow Shoprider Europe S.A. to observe the deficiencies and, if need be, remedy them. The customer shall refrain from intervening or having a third party intervene to this purpose.

9/ Return - Methods

Any goods return shall be subject to a formal agreement between Shoprider Europe S.A. and the customer. Any product returned without prior approval shall be kept at the customer's disposal and will not entitle to a credit note. The goods are returned at the cost and risk of the customer, except when the fault has been attributed to the forwarder who shall, in this event, be liable for the cost of returning the damaged goods to Shoprider Europe S.A. and for the cost of forwarding the replacement goods to the customer.

10/ Return - Consequences

Any goods return accepted by Shoprider Europe S.A. shall entitle the customer to the issuance of a credit note, if the quality control and quantity check of the returned goods show no discrepancy. In the event of visible defect or non-conformity of the delivered goods, duly noted by Shoprider Europe S.A. according to the conditions set in article 9, the customer shall obtain, subject to the choice of Shoprider Europe S.A. the replacement of the product or refund without compensation or damages.

11/ Warranty - Extension

Shoprider Europe S.A. offers a two-year warranty on the products (except batteries and ware parts). This warranty applies to manufacturing defects of the product only. The batteries except ware parts (tires, tubes, fuses/bulbs, cables, etc.) are guaranteed 180 days. The starting date of the two-year warranty period is the date of the Commercial Invoice issued by Shoprider Europe S.A.
A copy if your invoice should be sent together with the notification of approval for the return of the product. For each product showing a defect covered by the warranty a demand of approval for the return has to be sent by email or faxed to Shoprider Europe S.A. in the form of a duly completed Warranty Form provided by Shoprider Europe S.A.
Upon receipt of the email or fax of approval for the return of the product the device may be shipped with pre-paid postage to our Technical Support Service Centre. Defects and deterioration caused by natural erosion and external accident (incorrect assembly or operation, defective maintenance, improper use…) or by a modification on the product that was not specified by Shoprider Europe S.A., do not fall under by this warranty.

12/ Price

Products are priced according to the pricing applicable at the time of the order confirmation
Pricing information published on catalogues and leaflets, price lists and offers, is only binding for Shoprider Europe S.A., who reserves the right to adjust the prices at any time based on any fluctuation resulting from the change of the economic conditions such as: change of customs duties, currency fluctuation, change of the price and sale conditions of the suppliers of raw material or manufactured goods and change of the statute law concerning pricing.
Prices are net prices, ex-warehouse, packaging included, except for special packaging charged separately.
Any tax, duty or any other fee to be paid according to the laws of Luxembourg, or those of an importer country or a transit country are charged to the customer.

13/ Invoicing

Goods shall be delivered with a delivery note. An invoice shall be issued for each delivery note and sent a few days following the delivery date. This invoice shall state all the legal mentions and in particular the payment terms, as well as, any condition not included in the Terms and Conditions of Sale.

14/ Payment - Methods

Invoices are due according to specific terms agreed upon confirmation of the order, provided insurance coverage of the invoice amount is guaranteed by our insurance partner after the credit check of the customer.  In the event of rejection by our insurance partner, payment in advance or any other guaranty of payment shall be required.

15/ Payment - Late Payment or Non-Payment

In the event of late payment, Shoprider Europe S.A. shall reserve the right to suspend the delivery of all pending orders, without prejudice of any other way of action. Any sum not paid on or before the due date as stated on the invoice, regardless whether the due date is in accordance with the Terms and Conditions of Sale or not, will result in penalties amounting to once and a half the legal interest rate. These penalties are payable upon simple request from Shoprider Europe S.A.  In the event of non-payment 48 hours after a written payment reminder, and if it is the will of Shoprider Europe S.A., the sale transaction will be fully voided, and Shoprider Europe S.A. shall request the return of the goods by summary judgement without prejudice of compensatory damages. This cancellation of order shall apply not only to the pertaining order, but also to any previous unpaid orders, whether they have been delivered or are pending and whether their due date has expired or not. The customer shall reimburse all costs and fees incurred for the recovery of the unpaid sums, including fees for ministerial officers, if any. In any event, the payments shall not be suspended, or being the object of a compensation without the prior agreement in writing Shoprider Europe S.A. Any partial payment shall be attributed to the non-privileged part of the debt and to the sums with the oldest liability.

16/ Payment - Requiring guarantee or payment

Any deterioration of the customer's credit may justify the requirement of guarantees or cash payment before processing orders. This shall in particular be the case, if any change in the debtor's capacity, professional occupation, or if a cessation, rental or mortgage of the debtor's place of business, has a non-favourable effect on the customer's solvency.

17/ Transfer of risks

The transfer of risks on the products comes into effect as soon as the goods are shipped from the warehouse of Shoprider Europe S.A., and it ensures that the goods travel at the customer's risks and danger who may make reservations according to article 7.

18/ Reservation of property rights

The transfer of property is subject to the total payment of the price for the products and accessories. The submission alone of a document ordering payment of money, such as a bank draft or other, shall not yet constitute a payment as hereby understood.  The original debt of the customer towards Shoprider Europe S.A., and all related guarantees including the reservation of property rights, shall remain in effect until the sale transaction in question is effectively paid.  The contents of this clause shall not obstruct the transfer of risks of loss or damage of the goods being the object of the reservation of property rights, including the damages the said goods may cause, upon being shipped.
The customer shall contract an insurance policy to cover the risks incurring from the goods shipment.  The customer shall keep separately the goods being the object of this contract and shall not mix them with other goods of the same nature supplied by other suppliers, until the total price of the goods is fully paid.  In the event the customer shall fail to keep them separate, Shoprider Europe S.A. shall be entitled to require full reimbursement or return of the goods still in inventory.
In the event of an attachment or any other intervention of a third party on the goods, the customer shall imperatively inform Shoprider Europe S.A. without any delay, in order to allow Shoprider Europe S.A. to oppose and protect their rights.  Additionally, the customer is not allowed to mortgage the goods or cede the property rights as collateral.  The customer shall be allowed, within the frame of the normal operation of his business, to resell the goods being the object of this contract.  Notwithstanding, the customer shall agree to inform the buyer that the goods are charged with a reservation of property rights and to inform Shoprider Europe S.A. of the said cession in order to enable them to protect their rights, and in that event, claim the price of reselling the goods from the buyer.

19/ Jurisdiction - Disagreement

Both sides shall seek an amicable agreement before taking any legal action.
The Luxembourg's court shall be the only competent authority in the event of any litigation or dispute. This clause shall apply even in the event of summary judgement, ancillary matter or several co-defendants and regardless of the payment mode and terms.

These terms and conditions cancel and supersede all other previous.

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