Terms of service
General Terms and Conditions
Effective Date: June1, 2022
Versions Number: 220206
In these general terms and conditions (“Terms”), the following definitions shall apply:
- 1.1 Agreement: any and every agreement entered into in a signed writing between Hepha and a Client including these Terms, and any amendment thereto.
- 1.2 Client, You or Your: all natural or legal persons with whom Hepha enters into an Agreement or with whom Hepha is negotiating about the conclusion of an Agre1ement;
- 1.3 Consumer: the Client being a natural person who acts for purposes outside a business to whom Hepha sells and/or delivers Products and to whom Hepha provides Services;
- 1.4 Order: any order issued by a Client to Hepha in any form whatsoever;
- 1.6 Products: any and all goods which are the subject of an Agreement;
- 1.7 Services: all services provided by Hepha to the Client, which are directly linked to the Purchase of a Hepha Product by a Client ;
- 1.8 Hepha or We or Us: the private company with limited liability under German law, Hepha , having its registered offices in Maisach,Germany.
- 2.1 All offers, deliveries and services of Hepha are subject to these General Terms and Conditions . They become part of all agreements that Hepha enter into with a customer regarding the products and/or services offered by Hepha.
- 2.2 The general terms and conditions of the customer or a third party do not apply, even if Hepha do not specifically oppose the application of such terms and conditions in each individual case. Even if Hepha refer or reply to a message (for example, a letter, fax, e-mail or similar document) that contains, or refers to, the general terms and conditions of the customer or a third party, such reference or reply will not constitute agreement on Hepha’s part regarding the applicability of such terms and conditions.
- 2.3 Contact information relevant to the Client that relate to the identity of Hepha:
- Hepha, Lise-Meitner-Str. 7a, 82216 Maisach, Germany
- Contact: firstname.lastname@example.org, tel. +49 017 33065639
3. Quotations, Agreements, Product descriptions
- 3.1 A quotation or (price) offer,particularly in advertisements or other advertising material,shall not be binding on Hepha and shall qualify only as an invitation to the Client to place an Order.
- 3.2 The legal relationship between Hepha and the Clients (the “Contracting Parties”) is solely governed by the written agreement entered into, including these General Terms and Conditions. In the absence of an agreement to the contrary, such agreement represents all agreements between the Contracting Parties regarding the subject matter of the agreement. Verbal commitments made by Hepha prior to the conclusion of the agreement are legally non-binding. Any prior verbal agreements between the Contracting Parties are replaced by the written agreement, unless the agreement states in express terms that they are to be applicable and binding.
- 3.3 After acceptance of an Order, Hepha shall at all times be entitled to cancel such Order prior to delivery without liability and without stating its reasons after acceptance of such Order, in which case Hepha shall not be obliged to refund or pay any more than advance payments already made by Client, if any.
- 3.4 Hepha shall observe due care in informing the Client of the figures, measurements, weights, features other information applicable to the Products, but cannot warrant that these shall be free of deviations. Any specifications or samples demonstrated or made available shall be no more than indications of the Products concerned. If the Client should be able to demonstrate that the Products supplied by Hepha materially deviate from the information provided by Hepha or from the samples, the Client shall have the right to terminate the Agreement, within a reasonable time after delivery of the Product, to the extent however that such a dissolution should be necessary in reason and without Hepha being liable for damages of any kind.
- 3.5 The agreed quality of the products is solely defined by individual agreements made with the customer and the technical specifications in the product data sheets. Any public advertising statements of third parties or Hepha are not part of the agreed quality of the products, unless Hepha entered into a corresponding agreement with the customer. Information on the subject matter of the delivery or service provided by Hepha in the product data sheets (for example, weights, measurements, values in use, load-bearing capacity, tolerances and technical data), as well as depictions of the same (for example, drawings and diagrams/figures), will apply only if the use of such information for the contractually intended purpose requires full and accurate compliance with such information and/or depictions. Such information does not represent guaranteed characteristics, but rather serves to describe or designate the delivery or service. Commercially customary changes and deviations due to legal requirements or that represent technical improvement, as well as the substitution of components for like parts are permissible, provided that they do not limit the contractually intended use and that the customer can reasonably be expected to accept them.
- 3.6 Hepha do not offer any guarantee or warranty that the products can be used as intended by the client . It is only the client’s responsibility to verify and determine whether the products can be used for the intended purpose.
- 3.7 In order to operate all features of the Product and have full availability of the Services offered by Hepha, it isnecessary that You have private access to a mobile device with the updated Hepha mobile device applications.
- 4.1 All Hepha’s prices are inEUR unless expressly stated otherwise. Insofar as prices are stated in other currency than EUR, then such statement of price is deemed to be based on the EUR equivalent of such price at the date that the price statement was made. Prices are exclusive of value added tax or any other sales tax. Costs of packing and dispatch, import and export duties and taxes and any other surcharges, levies or taxes imposed or charged in respect of the Products and the transportation thereof shall be for the Client’s account.
- 4.2 Prior to delivery, any change of factors having an impact on the prices of Hepha, 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 on to Client by Hepha.
- 5.1 The delivery period indicated by Hepha shall be based on the circumstances applicable to Hepha at the time the Agreement is entered into and, to the extent dependent on performance by third parties, on the information that those third parties provided to Hepha. All delivery dates are estimates only.
- 5.2 Except as otherwise provided herein, the delivery period shall commence on the date of Hepha’s written Order confirmation. Provided, however, if, in order to execute the Order, Hepha requires additional information from the Client, the delivery period shall commence on the date on which Hepha disposes of all the necessary information or resources, but not earlier than the date of the written Order confirmation.
- 5.3 The Client shall not be entitled to claim any compensation in the event of an overdue delivery period. Neither shall the Client be entitled to dissolve the Agreement in such an event, unless the Client is considered to be a Consumer. Consumers have the right to dissolve the Agreement after they have requested to deliver within a reasonable timeframe or such timeframe as provided by law and Hepha was not able to deliver within that reasonable period or timeframe as provided by law.
- 5.4 Hepha are entitled to partial deliveries if
- the Client can use the partial delivery with respect to the intended contractual purpose;
- the delivery of the remaining goods ordered is ensured; and
- this does not create for the customer any substantial additional costs and expenditure (unless Hepha agree to assume such costs).
6. Consumer Right of Withdrawal
- 6.1 If the Client is a Consumer, when entering into a remote sales transaction (i.e. when entering into a contract via the Web portaland App), as a matter of principle s/he must be informed about a statutory right of withdrawal by Hepha in accordance with the statutory template. There is a template rescission form in Article6.5.
- 6.2 Right of withdrawal information
You have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day on which You acquire, or a third party other than the carrier and indicated by You acquires, physical possession of the goods. To exercise the right of withdrawal, You must inform us (HEPHA GmbH, Lise-Meitner-Str. 7a, 82216 Maisach, Germany, email@example.com) of Your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post or email). You may use the below model withdrawal form (6.5), but it is not obligatory.
To meet the withdrawal deadline, it is sufficient for You to send Your communication concerning Your exercise of the right of withdrawal before the withdrawal period has expired.
- 6.3 Effects of withdrawal
If You withdraw from this contract, We shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from Your choice of a type of delivery other than the least expensive type of standard delivery offered by Us), without undue delay and in any event not later than 14 days from the day on which We are informed about Your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless You have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.
We may withhold reimbursement until We have received the goods back or You have supplied evidence of having sent back the goods, whichever is the earliest.
You shall send back the goods or hand them over to Us or, without undue delay and in any event not later than 14 days from the day on which You communicate your withdrawal from this contract to Us. The deadline is met if You send back the goods before the period of 14 days has expired Hepha will bear the costs of returning the goods, if You still have the original packaging. If You want to return a Product and You no longer have the packaging, Hepha will send You a new packaging for EUR 25. You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods.
- 6.4 Exceptions to the Right of Withdrawal
The right of withdrawal does not exist or lapses, as the case may be, in the case of contracts regarding the supply of goods made to customer specifications or clearly customized to personal needs.
- 6.5 Model withdrawal form
Hepha hereby supplies the following information pursuant to the statutory regulation about the template rescission form:
(complete and return this form only if you wish to withdraw from the contract)
To HEPHA GmbH, Lise-Meitner-Str. 7a, 82216 Maisach, Germany, firstname.lastname@example.org:
- I/we(*) hereby rescind the contract entered into by me/us(*) concerning the purchase of the following goods(*)/the rendering of the following service(*)
- ordered on(*) and received on(*)
- name of the consumer
- consumer’s address
- consumer’s signature (only in the case of notification on paper)
(*) delete whichever is incorrect
End of right of withdrawal information
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 be made at Hepha’s premises, and the risk of the Products and the packing thereof shall be transferred to the Client at the moment the Products are ready for dispatch, while the dispatch shall be effected for the Client’s account and risk. In the event the Client is considered to be a Consumer, the foregoing in article7.1 shall not apply and the moment of delivery and transfer of risk is the moment that the Consumer has taken receipt of the Products.
- 7.2 If the Client should fail to collect the Products it has ordered or should fail to do so promptly, it shall be in default without requiring a written notice of default. In such event Hepha shall be entitled to store the Products for the Client’s account and risk and to sell these to a third party. The Client shall remain liable for the purchase price plus the interest and costs (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 shall not be transferred to the Client until it has paid Hepha the sum outstanding in respect of the Products in full, including the purchase price, any surcharges, interest, taxes and costs payable pursuant to the Terms or an Agreement and any services rendered or to be rendered in respect of the Products.
- 8.2 The Client shall not be authorized to rent, let or make the Products available in use to third parties, to pledge them or to otherwise encumber them in favour of third parties until Hepha has transferred the title of those Products to the Client.
- 8.3 If and as long as the title to the Products has not yet been transferred to the Client, the Client shall inform Hepha forthwith in writing in the event that the Products are seized, attached, garnished or if any other claim should be made with regard to the Products.
- 8.4 In the event of attachment, seizure, garnishment, bankruptcy, involuntary liquidation or a (provisional) moratorium of payments, the Client shall immediately inform the administrator or liquidator, the bailiff or the process-server serving the seizure, garnishment or attachment, of Hepha’s rights of title.
9. Inspection and complaints
- 9.1 The Client shall be obliged to carefully inspect the Products immediately upon arrival at their destination or to have these examined upon receipt by the Client itself or any third party acting at its instructions, whichever is earlier. Hepha must be informed in writing to Info@hepha.com.
- 9.2 Of any complaints in respect of defects to the Products or any discrepancies in quantity, weight or quality between the Products supplied and the specification thereof in the relevant order confirmation or invoice no later than within five (5) calendar days after the receipt of the Products. The notification of the Client must at least give a clear and precise description of the complaints in respect of defects invoked by the Client, but preferably contains pictures of the defect. The Client must notify Hepha of defects that could not in reason have been discovered within the above mentioned period in writing immediately after discovery, but in any case no later than within 14 (fourteen) calendar days of the receipt of the Products. Notification of cosmetic damages can only be accepted by Hepha before use of the Product. Should the Client fail to inform Hepha within the above mentioned term, its rights to exercise any of its rights with regard to such irregularity or defect have lapsed.
- 9.3 The Client shall be obliged to immediately cease the use of the Products concerned after discovering any irregularity or defect, under penalty of lapse of the right to exercise any of its rights with regard to such irregularity or defect. The Client shall provide any cooperation Hepha may require in order to investigate the complaint.
- 9.4 The Client shall not be entitled to return Products to Hepha before Hepha has agreed in writing to such return. The return shipping is free and there are no costs associated with it for the Client. The Products shall remain at risk of the Client until receipt by Hepha of such Products.
9.5 Other obligations and responsibility of the Client:
- 9.5.1 The Client shall at all times make any and all information necessary for the execution of Hepha’s activities available timely and shall warrant the accuracy and comprehensiveness thereof.
- 9.5.2 The Client shall not be entitled to remove or make invisible any trademarks or identifying marks on the Products, any documents accompanying and/or regarding the Products.
- 9.5.3 The Client shall not copy, modify, reverse engineer, decompile, disassemble or otherwise tamper with the Product, its components and/or the Services.
- 10.1 All products purchased from Hepha come with aworry-free warranty. 2-year warranty on the important components such as the motor, battery and charger, speed sensor, front and rear hubs, cassette sprocket, crank, chainwheel, handlebars, stem, seat post, front and rear lights and other important non-consumable core parts, in accordance with the statutory provisions. We will also cover the shipping and handling charges for returning the repaired or replaced product covered by warranty policy. Wear parts like chain or belt, brake pad and brake disc, inner tubes and tyres, brake fluid, rims, handles, saddle, front and rear fender sets, pedals, kickstand and carrier are not part of the 2-year warranty, but we still guarantee the non-defects in workmanship and material when you receive the products from Hepha or authorised retailers.
- 10.2 In addition to legal warranties, Hepha also provides warranties for bicycle frames. Warranty period from date of purchase to original purchaser for Models:
Aluminum frame: 5 years carbon frame: 5 years.
- 10.3 This warrantydoes not cover normal wear and tear, improper assembly or follow-up maintenance including damage resulting from incorrectly replacing parts, or installation of parts or accessories. The warrantydoes not apply to damage or failure due to accident, misuse, abuse, neglect, or failing to follow instructions. Any unauthorized modification of the frame or components shall void this warranty. This warranty shall not apply in case of a copy, modification, reverse engineering, decompiling, disassembly of or othe.
- 10.4 This warranty does not affect any other claims you may have against the merchant under the statutory warranty, such as your discount, return or indemnity rights, warranty and statutory warranty rights. If the frame is replaced during the warranty period, the warranty period will be deemed to have expired.
- 10.5 If this warranty or any other problem arises, you must complain to the dealer where you bought your bike. To ensure smooth handling of these issues, you must provide complete proof of purchase and documentation of the product(including but not limited to order number, sales invoice, etc.).. If necessary, specialist dealers will contact us for further action. If you authorize another retailer to file a claim, there may be additional charges. These expenses will be borne by you.
11. Warranty claims
- 11.1 Hepha warrants only those features, qualities of its Products that are explicitly agreed in writing. All other specific or implied warranties are – to extent allowed under applicable mandatory law – hereby expressly excluded.
- 11.2 If Hepha should deliver Products to the Client which Hepha has obtained from its own suppliers, Hepha shall at no time be obliged to honour a warranty or liability in respect of the Client which is more far-reaching than that which Hepha can claim from its own supplier.
- 11.3 If, in Hepha’s opinion, the Client has been able to prove that any Products supplied by Hepha to the Client do not function properly, Hepha may choose, at its sole discretion, between:
- 11.3.1 re-supplying the Products with a Product of the same model that is of similar, age, mileage and condition, upon receiving the returned Products;
- 11.3.2 modifying the Products properly;
- 11.3.3 granting the Client a discount on the purchase price to be agreed by mutual consent.
- 11.4 Hepha shall be fully discharged of its warranty obligations by complying with one of the options described above, and it shall not be held to pay any further compensation or damages.
- 11.5 The Products shall remain completely for the Client’s risk even if Hepha should carry out any repairs to the Products.
12. Force majeure
- 12.1 If Hepha is unable to fulfil any of its obligations towards Client due to force majeure, these obligations shall be suspended during the force majeure situation.
- 12.2 Provided however, if a force majeure situation has lasted for one (1) calendar month, both parties have the right to dissolve the Agreement in writing entirely or in part. In the event of force majeure of Hepha, Client is not entitled to any compensation or damages, not even if Hepha would enjoy any benefit as a result of such force majeure.
- 12.3 Force majeure on the part of Hepha is to be understood furthermore any circumstance beyond the control of Hepha hindering the fulfilment of its obligations towards Client entirely or in part or because of which Hepha 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 war, fires, acts of terrorism, strikes and lockouts, the outbreak and/or spread of viruses and/or diseases, stagnation or other production problems suffered by Hepha or its suppliers, or problems in the transportation provided by Hepha or any third parties, any government measures, as well as the inability to obtain any permit or licence from any governmental body.
- 12.4 Parties shall notify each other as soon as possible of any (possible) force majeure situation.
- 13.1 Client’s claims for compensation are hereby excluded. This exclusion shall not include the Client’s compensation claims arising out of the loss of life, physical injury, damage to health or out of the breach of fundamental contract obligations (cardinal obligations), or liability for other damage and loss which is due to an intentional or grossly negligent breach of duty by Hepha, its legal representatives or vicarious agents. Fundamental contract obligations (cardinal obligations) are those whose fulfilment is what makes the due performance of the contract possible at all and whose fulfilment may be usually relied upon by a contract partner.
- 13.2 In the event of a breach of fundamental contract obligations, Hepha is liable only for the contract-typical, foreseeable damage and loss if this was caused through simple negligence, unless the Client’s compensation claims arise out of a loss of life, physical injury or damage to health.
- 13.3 The limitations of liability arising out of 13.1 and 13.2 do not apply insofar as Hepha’s liability is due to fraudulent concealment or the assumption of a guarantee. The provisions of the German Product Liability Act remain unaffected.
- 13.4 The limitations in 13.1 and 13.2 apply also in favour of Hepha’s legal representatives and vicarious agents when claims are directly made against them.
- 14.1 If Client fails to fulfil any of its obligations arising from the Agreement properly or in time, Client shall be in default and Hepha shall be entitled without any default notice:
- 14.1.1 to suspend the fulfilment of the Agreement until payment has been adequately guaranteed;
- 14.1.2 and/orto dissolve the Agreement with Client entirely or in part;
- 14.1.3 all this without prejudice to Hepha's other rights under any Agreement whatsoever and without Hepha being held to any damages.
- 14.2 If Hepha exercises its right of termination as mentioned inarticle 14.1, Hepha is authorized to set off any amount which may possibly be refunded to Client with a remuneration for activities already carried out as well as with a compensation for loss of profit.
- 14.3 In the event of bankruptcy, (provisional) suspension of payment, liquidation or attachment of one or more assets of Client or if Client is aware that any of these situations may occur, Client must notify Hepha thereof as soon as possible.
- 14.4 In case of a situation as referred to in article 14.3, all Agreements with Client shall be terminated immediately by notice from Hepha or Hepha may notify Client that it wishes (part of) the Agreement concerned to be fulfilled, in which case Hepha is entitled without any default notice:
- 14.4.1 to suspend fulfilment of the Agreement(s) concerned until payment has been adequately guaranteed; and/or
- 14.4.2 to suspend all its payment obligations, if any, towards Client;
- 14.4.3 all this without prejudice to Hepha’s other rights under any Agreement whatsoever and without Hepha being held to any damages.
- 14.5 In the event of a situation as referred to in article 14.3, all Hepha’s claims against Client shall be immediately payable in full.
15. Maintenance and updates
- 15.1 In order to maintain and improve the safety and functionalities of our Services and Product, from time to time it may become necessary to update or alter our Products and/or Services, e.g. through software or firmware updates. This could change the functionalities. The updates or alterations can be executed, for example, in the following ways:
- 15.1.1 downloaded and installed by the Client on the Client’s mobile device. The mobile devices updates the Product.
- 15.1.2 important updates will be uploaded and installed directly to the Product by Hepha.
- 15.2 Hepha might have to temporarily suspend its Services, e.g. because safety issues need to be examined and/or system maintenance and system upgrades need to be performed.
- 15.3 Hepha might have to suspend or discontinue the support of Your mobile device’s or Product’s operating software, e.g. because the mobile device’s software is getting outdated. Without prior notice, Services can become unavailable.
- 15.3.1 Hepha does not accept liability for the situations described in article 15.1., 15.2, or 15.3, or any combination thereof, unless it is obligatory under local laws.
- 15.3.2 In case You refrain from downloading and installing the updates described in article15.1, and/or prevent any of these updates or alterations taking effect Your warranty will become null and void.
16. Transfer of rights and obligations
- 16.1 Hepha is allowed to transfer to third parties the rights and obligations described in any Agreement with Client. If obligations of Hepha are transferred, Hepha must inform Client aforehand and Client shall be entitled to terminate the Agreement by the date on which the transfer shall take place. In such case, Hepha shall not be liable for any damages. Except as provided in the Agreement and these Terms, the Client cannot transfer to third parties any rights or obligations from any Agreement unless after consent thereto by Hepha. Any attempted assignment in violation of this Section shall be null and void. The Agreement shall be binding on any permitted successor or permitted assignee.
- 18.1 If and insofar as any provision of these Terms cannot be invoked due to any imperative rule of law, the unfair character of these Terms or grounds of reasonableness and fairness, the provision concerned, as far as contents and essence are concerned, shall in all events have a corresponding meaning to such an extent that the provision concerned may indeed be rightfully invoked.
19. Applicable law, competent court
- 19.1 The law of Germanyshall be applicable to the present Terms and to all other Agreements.
- 19.2 Any disputes arising from the Agreement or these Terms shall be brought exclusively before the competent court in Düsseldorf,Germany.
- If any one or more of the provisions of this agreement or any part or parts thereof shall be declared or adjusted to be illegal,invalid or unenforceable under any applicable law,such illegality,invalidity,or unenforceability shall not vitiate any other provisions hereof and this contract shall be construed as if such illegal,invalid or unenforceable provisions were not contained herein
21. Amendment of Terms
- Unless otherwise provided herein, these Terms may be amended on the part of Hepha by notification to Client. In the absence of any protest within 30 (thirty) calendar 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.