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General Terms and Conditions

Version: 09/2022

  1. Preface
    We attempt to keep our general terms and conditions as brief and as
    comprehensible as possible whilst complying with legal requirements and
    standards. In case you have any questions concerning our terms and conditions
    please do not hesitate to contact us. 
    Your smartEbike team
    ● Formation of Contract / Price / Payment
  2. These General Terms and Conditions (hereinafter also “GTC”) shall apply
    to the supply of products and services of smartEbike (hereinafter also
    “Seller” or “smartEbike”) to customers (hereinafter also “Buyer”). The
    application of opposing, conflicting and/or supplementing conditions
    (irrespective of form) is hereby expressly excluded, the same shall not
    form part of the contractual relationship unless agreed upon in writing by
    the Seller.
  3. The contract of purchase is concluded with the irrevocable receipt of the
    down-payment (generally 50% of the total order) on the smartEbike
    company account. From this moment on the contract of purchase is
    binding for both Buyer and Seller.
  4. The balance payment for the product is due 5 working days prior to the
    shipping date of the product and is also to be made to the smartEbike
    company account. The invoice for the balance payment is normally
    dispatched to the Buyer 10 working days prior to the date of shipment.
    The product will be released for shipping upon receipt of the final balance
    payment on the smartEbike company account.
  5. If the final invoice for the balance payment is not settled on time, the
    delivery will be postponed until the balance payment has been received by
    the Seller. In case of an extensive delay in receiving the balance payment
    – i.e. exceeding the payment deadline by 7 days – the Seller retains its
    claim for remuneration, regardless of whether the work is completed /
    dispatched to the Buyer. Should this lead to savings on part of the Seller
    and/or the possibility to utilize the product otherwise, this shall be
    deducted from the remuneration owed by the Buyer. The down-payment
    will not be deducted from such remuneration. The Seller retains the right
    to charge storage fees for the product and/or to exercise any other
    remedy (including, without limitation, damages).
  6. The Buyer shall only be entitled to withhold payments or set-off any
    payment against a claim of the Seller to the extent that such a claim has

been acknowledged in writing or determined by a court of law with final
and binding effect.

  1. The Buyer waives the right to rescind a contract concluded with the Seller
    due to “laesio enormis”.
    ● Delivery and Delay
  2. The dispatch date will normally be announced to the Buyer upon
    receipt of the down-payment. Generally, the dispatch date is
    approximately 60 days after having received the down-payment, this
    is not, however, a binding commitment. As the overall order situation
    may vary seasonally, the Seller cannot guarantee a consistent
    production time or time for delivery.
  3. The Buyer may make a formal request to the Seller to fulfill the
    contract if the indicated dispatch date has been exceeded by two
    weeks. With this formal request the Seller will officially be in arrears.
    However, the Buyer may make a claim for compensation for the
    damage caused by the delay solely in case of intent or gross
    negligence on part of the Seller; liability for damages in case of
    ordinary negligence on part of the Seller is herewith excluded. The
    Seller shall not be liable if the Buyer would have incurred the
    damage also in absence of the delay.
  4. In case of a delay in shipping of the product or accessories which is
    (verifiably) caused by delayed deliveries by component suppliers, a
    claim for compensation / damages by the Buyer shall be excluded.
    Written proof of the circumstances causing the delay may be
    requested from the Seller. The delivery period shall be extended by
    the period corresponding to the delay in delivery by suppliers.
  5. Deviations in the construction and form of the product as well as in
    the colour, grain, appearance and scope of delivery, remain reserved
    as long as these changes are customary and reasonable for the
    Buyer. The Seller is obliged to indicate substantial and noticeable
    changes in the product to the Buyer.
  6. In case of a considerable change of the workload or delay of a
    service and repair contract, the Seller will keep the Buyer updated as
    to the changes and will communicate an estimated date of
    completion. Furthermore, in such a case, the Seller reserves the right
    to charge the Buyer any additional costs associated with a change in
    the scope of repair (compared to a previous cost estimate) after
    prior notice.
  7. The Seller shall not be liable for impossibility of delivery or
    performance or for delays due to an event of force majeure / other
    impediments beyond the Seller’s control (such as natural disasters,
    armed conflicts, epidemics / pandemics, strikes, fires, floods,

industrial disputes, operational disruptions, changes in the official
approval or legal situation and official orders that are not
attributable to the usual operating risk) or other events that were
unforeseeable at the time the contract was concluded (such as
operational disruptions of any kind, difficulties in the procurement of
materials or energy, traffic disruptions, transport delays, shortages
of labour, energy or raw materials, difficulties in obtaining necessary
official permits, non-delivery, incorrect delivery or late delivery by
suppliers) for which the Seller is not responsible. If such events
make it substantially more difficult or impossible for the Seller to
provide the delivery or service and the hindrance is not only of
temporary duration, the Seller shall be entitled to withdraw from the
contract. In the event of hindrances of temporary duration, the
delivery or performance dates shall be prolonged by the period of
the persistence of the hindrance plus a reasonable start-up period,
without this constituting a default in performance.

● Acceptance, Transfer of Goods

  1. In case the Buyer does not accept delivery of the product more than
    7 calendar days after the announced dispatch date, the Buyer shall
    be deemed to be in default of acceptance. Where the Buyer is in
    default of acceptance, the Seller may at its sole discretion (i) deposit
    the consignment with a court with discharging effect at the cost of
    the Buyer; or (ii) store the consignment with discharging effect at
    the sole risk of the Buyer and charge the same with any associated
    costs (including storage costs); or (iii) after a respective notification
    to the Buyer, sell the goods on the open market and charge the
    Buyer with any associated costs, or (iv) withdraw from the contract.
    Any statutory rights of the Seller (including, without limitation, for
    damages) remain unaffected.
  2. Unless agreed otherwise, delivery shall be Bagnolo Cremasco (CR)
    via Enrico Mattei 110. The risk of loss and damage is borne by the
    Buyer from the point in time when the goods are entrusted to the
    carrier by the Seller. 

● Retention of Title

  1. The Seller retains full title to the delivered products until payment
    has been received in full.
  2. As long as the retention of title is effective, the Buyer is not
    permitted to pledge any third-party agreements involving the
    product. The Buyer shall also protect the delivered goods against

impairment and damage. The assertion of the reservation of title
does not constitute a withdrawal from the contract, unless such a
withdrawal is expressly declared. 

● Defects

  1. There is a 12-month statutory warranty period on the product from
    the date the same has been transferred to the Buyer.
  2. It is expressly agreed that minor deviations with regard to colour,
    structure, foiling, screen/parasol, assembly, etc. from a product
    description or illustration do not constitute material defects. The
    same applies to products that contain special features at the
    request of the Buyer (e.g. inscriptions, printing colours, foils, size,
    components used, etc.), since in this case the Buyer is responsible
    for incorrect information or expressed requests.
  3. In case of a defect of the product, the Buyer may request that the
    defect be fixed or a substitute product is provided (at the Seller’s
    discretion), as long as the claims are economically reasonable. If a
    defect cannot be fixed or a substitution is impossible or
    unreasonable, the Buyer may ask for a reduction of payment or
    rescind the contract (however, the latter shall only apply if the defect
    is not a minor one).
  4. The Buyer shall notify the Seller of any defects of the goods which
    have been discovered by inspection in the ordinary course of
    business after delivery within a reasonable period of time, however,
    not exceeding 14 calendar days. A hidden defect shall also be
    reported within a reasonable period of time, however, no later than 7
    calendar days after its discovery.
  5. External damage to the transport packaging (usually transport box)
    must be reported immediately and noted by the Buyer on the
    shipping documents.
  6. In the case of a justified rescission of contract, the Seller can claim
    compensation for the use made of the product, depending on the
    type of use and the condition of the product at the time of return.
  7. Where the contract is for the sale of used products, any warranty is
    hereby excluded.
  8. There is a 12-month warranty on repair work carried out in respect
    of affected parts; this period commences on the day the repaired
    product is delivered to the Buyer.
  9. Some of the components installed into or applied to the product
    (cooling units, batteries, cooking devices, etc.) originate with third-
    party manufacturers. Under certain circumstances, these third-party
    manufacturers provide a contractual guarantee for their products.

The Seller shall inform the Buyer about the components used and
the related warranty conditions, if any, upon request.

  1. The Buyer is obliged to provide proof to the Seller that a defect
    was already existent at the date of delivery in case the defect is
    connected to:

● continuous use of the product by the Buyer even though the product is or
was damaged, which could lead to additional damage; or
● the product being used improperly or having been overstrained (for
example because of overload, improper transport or use of the product for
purposes it is not intended to be used for); or
● improper maintenance of the product which causes damage or
exacerbates pre-existing damage; or
● additional parts having been installed into the product which were not
approved of by the Seller, or the product having been improperly altered by
a third party; or
● the Buyer not acting according to the maintenance and care guidelines of
the product (including, without limitation, the user manual).
If the Buyer is not capable of providing such proof, the Seller is under no
obligation for warranty/liability compensation or other claims.

  1. Regular wear and tear is excluded from any liability for defects or
    ● Liability
  2. The personal liability of the legal representatives, agents and
    company employees of the Seller is excluded when damage is
    caused due to ordinary negligence. This limitation shall not apply to
    personal injuries.
  3. In any case, ordinary negligence shall not constitute grounds for
    liability on the part of the Seller or its legal representatives, vicarious
    agents or employees.
  4. Purely financial loss as consequential damages or lost profits
    caused by the defectiveness of the product are only to be
    compensated in case of intent on the part of the Seller. This
    limitation shall not apply to personal injury. Any liability of the Seller
    towards the Buyer for financial losses of third parties is excluded.
  5. Liability pursuant to the provisions of the Product Liability Act shall
    remain unaffected.

● Place of Jurisdiction, applicable law, place of performance, severability 

  1. The exclusive place of jurisdiction for all legal disputes arising
    directly or indirectly from the contractual relationship between the
    Seller and the Buyer shall be the competent court for Vicenza.
    However, the Seller shall be free to initiate legal proceedings against
    the Buyer at any other available venue (including the general venue
    of the Buyer).
  2. These General Terms and Conditions and the contractual
    relationship between the Seller and the Buyer shall be governed by
    the laws of the Republic of Austria, to the exclusion of its conflict of
    laws provisions and the UN Convention on Contracts for the
    International Sale of Goods.
  3. Place of performance for all deliveries and payments is the
    registered office of the Seller.
  4. The language of the contract is Italian or English, regardless of
    which language was used in pre-contractual contact or negotiations
    between the parties.
  5. Should one of the provisions of these GTC be or become illegal,
    invalid or ineffective, this shall not affect the validity of the
    remaining provisions. As long as the parties have not agreed on an
    alternative provision, the invalid provision shall be replaced by a
    valid provision which takes into account as far as possible the
    economic purpose of the provision and the intention of the parties
    when concluding this agreement.
 via Monte Pasubio 160 Zanè (VI)
Commerciale  3534542251

Via Enrico Mattei 11/13 Bagnolo Cremasco (CR)
Tutti i prodotti sono finanziabili con COMPASS SPA