General Terms and Conditions 

1. Scope of Application
These General Terms and Conditions of Business ("GTC") apply to all deliveries and services which are carried out by VELLO® GmbH ("VELLO®") on the basis of orders placed in the order form or in the VELLO® B2B-onlineshop. Supplementary or deviating terms and conditions of the Purchaser require the express written and company-signed acceptance of VELLO® in order to be legally effective. Offers are in principle non-binding and subject to change without notice, unless they are expressly marked in writing as binding offers. Offers are aimed exclusively at the retail trade selling to end users. Offers are not addressed to dealers who resell by auction or on platforms from which auctions are held. Furthermore, they are not addressed to such dealers who offer VELLO® products via platforms owned by third parties who only forward incoming customer orders to the dealer. With his Order, the Purchaser assures bindingly that he will sell the ordered goods exclusively to the final consumer and that he will not sell them by auction or on platforms from which auctions will also take place. With his Order, the Purchaser also confirms that he offers VELLO® goods for sale only on platforms which he owns and in whose imprint he is expressly mentioned.

2. Conclusion of Contract
2.1 All offers made by VELLO® are subject to change without notice and are to be understood as an invitation to the Purchaser to submit an offer himself (hereinafter referred to as "Order"). VELLO® is entitled to accept such Orders only partially.
2.2 An order in the B2B-onlineshop is only possible if all base data of the Purchaser have been transmitted to VELLO® before the order.
2.3. The contract for the Purchaser's Order is concluded upon VELLO®'s acceptance of the Order, namely by sending an Order confirmation by e-mail to the e-mail address given by the Purchaser, or if the Purchaser accepts our delivery of the goods.

3. Minimum Order Quantities and Products
The Purchaser is required to order the minimum order quantity given the price/cooperation level. The Purchaser does not have the right to make special configurations with the VELLO® products unless it has been agreed by VELLO® beforehand. The agreement for the special configuration needs to be in written format.

4. Prices
The prices apply as per the date of shipping. The price at the time of shipping can deviate from the price at the time of the order. All information on prices is non-binding, errors on prices may apply. VELLO®'s prices are ex works. They do not include statutory value added tax (VAT), packaging, freight, postage, import and export duties, insurance and other shipping costs. All prices are quoted in Euro unless expressly stated otherwise. If prices are quoted in a foreign currency, they shall be based on the exchange rate of the day on which the quoted price statement was made.

5. Terms of Payment
5.1. We reserve the right to ask for an advance payment from the Purchasers. Any discount agreement does not apply to freight, postage, insurance or other shipping costs. The invoice shall be issued on the day of delivery, partial delivery or readiness for delivery (debt at home, default in acceptance). Payments are always used to settle the oldest-due debt items plus the accrued interest. The Purchaser can only offset against an undisputed or legally binding established claim. If the fulfilment of the claim for payment is endangered due to deterioration of the Purchaser’s financial circumstances which has occurred or become known after conclusion of the contract, VELLO® can demand advance payment or another guarantee of the purchase price and can withhold goods which have not yet been delivered or can stop further work. VELLO® shall also be entitled to these rights if the Purchaser is in default of payment for deliveries which are based on the same legal relationship. If the deadline is exceeded, 1% of interest per month on arrears will be charged without a reminder being required. Dunning and collection charges shall be borne by the Purchaser. The delivery obligation shall be suspended as long as the Purchaser is in arrears with a due payment.
5.2. Additional costs incurred for deliveries, including customs duties, shall be borne by the Purchaser.

6. Terms of Delivery
6.1. Shipment shall be made at the risk of the Purchaser to the delivery address specified by the Purchaser in the Order. In the event of incorrect, incomplete or unclear address information from the Purchaser, the Purchaser shall bear all costs arising therefrom. Shipment is at the expense of the Purchaser.
6.2. Delivery dates are not binding. If VELLO® is unable to accept an Order, for example due to the unavailability of the goods, VELLO® will immediately inform the Purchaser. The delivery period shall be extended by the duration of the hindrance by all unforeseeable or party-independent circumstances, such as all cases of force majeure and comparable events, as well as delays in delivery by suppliers for any reason. Delivery dates are not binding. If VELLO® is unable to accept an Order, for example due to the unavailability of the goods, VELLO® will immediately inform the Purchaser.
6.3. VELLO® is entitled to make partial deliveries. In case partial deliveries are made, VELLO® reserves the right to request additional shipping charges.

7. Shipping Costs
The shipping costs depend on the total sum of purchased items and will be displayed separately for each order.

8. Retention of Title
8.1 Irrespective of the time of delivery, all goods ordered from VELLO® shall only become the property of the Purchaser after full payment, including ancillary charges, surcharges, interest, taxes and all costs incurred on the basis of the contractual terms and conditions.
8.2 The Purchaser is not authorised to make the goods available to third parties or to otherwise pledge or encumber them in favour of third parties until the respective goods have passed in their entirety into the ownership of the Purchaser. As long as a product has not become the property of the Purchaser, the Purchaser is obliged to immediately inform VELLO® in writing about confiscation or seizures or other claims of third parties on the product. In the event of confiscation or seizure of goods, insolvency of the Purchaser or liquidation of their company, the Purchaser is also obliged to immediately inform the administrator, liquidator, bailiff or courtroom deliverer of VELLO®'s retention of title.
8.3 The Purchaser is hereby expressly authorised to resell the goods delivered by VELLO® in his own name and for his own account in the ordinary course of business. The authorisation to resell shall lapse without the need for an express revocation if (I) insolvency proceedings are instituted against the Purchaser’s assets or (II) insolvency proceedings have not been instituted against the Purchaser’s assets for lack of cost-covering assets.

9. Notice of Defects
9.1 Defects must be notified to VELLO® immediately upon delivery or when they become visible. Complaints shall only be admissible within 8 days after receipt of the goods in writing and with precise details of the defects. Otherwise, the goods shall be deemed approved.
9.2 After detection of defects the purchased immediately has to stop using the products. If he does not do so, the purchaser has no rights and claims in relation to these defects.
9.3 Within the meaning of § 928 ABGB, a complaint regarding product characteristics, which are published by the seller on his website or in print formats, is excluded. This also applies to any warranty claims in connection therewith.

10. Warranty, Compensation, Liability
10.1 VELLO® shall only be liable for those delivered products’ functions and properties which have been explicitly agreed to in writing between the contracting parties. Deviations in size, weight or other properties of the goods may slightly vary due to production requirements; they do not constitute defects and do not entitle the Purchaser to warranty claims. The pictures on the website and in the catalogue are only illustrations, and final products may differ slightly.
10.2 If a notification of a defect is justified, VELLO® shall be entitled to remedy the defect, in particular to make a replacement delivery (exchange). If the remedying of defects fails or if VELLO® is not in a position to make a replacement delivery, the Purchaser shall be entitled to demand a price reduction or, if the defect is not just a minor one, a rescission of the contract. The Purchaser is not entitled to charge VELLO® for the time spent on the removal of defects or any rental fees for replacement bicycles.
10.3. VELLO®'s consent must be obtained before returning the goods. Goods returned will not be accepted without VELLO®'s consent. The VELLO®'s consent to return the goods does not constitute acceptance of the complaint. In the case of a justified complaint, VELLO® is entitled to choose between remedying the defect or delivering a replacement, up to the amount of the order value, unless a warranted characteristic is missing or VELLO® or their vicarious agent is guilty of wilful intent or gross negligence. The same shall apply in the event of a justified complaint regarding rectification of defects or replacement delivery. In the event of rectification of defects, VELLO® shall be obliged to bear all expenses necessary for the purpose of rectification of defects, in particular transport, travel, labour and material costs, insofar as these are not increased by the fact that the object of purchase has been brought to a place other than the place of performance. Defects in the goods do not entitle the customer to withhold the invoice amount. Defects of a part of the delivered goods do not entitle the Purchaser to make a complaint of the entire delivery.
10.4 VELLO® is only liable for damages caused by wilful intent or gross negligence, except in cases of personal injury. Compensation for consequential damages caused by a defect and for mere financial losses shall be excluded vis-à-vis entrepreneurs as defined by the Austrian Consumer Protection Act (KSchG). The existence of slight or gross negligence has to be proven by the injured party, unless it is a transaction with a consumer as defined by the KSchG. Any liability of VELLO® shall be limited to the sum agreed to at the time of ordering and paid by the Purchaser in connection with the delivery, not exceeding EUR 10,000.00.
10.5 VELLO® shall not be liable for any damage that has not occurred to the delivery item itself; in particular, VELLO® shall not be liable for loss of profit or other financial losses incurred by the Purchaser. Insofar as VELLO®'s liability is excluded or limited, this shall also apply to the personal liability of employees, representatives and vicarious agents.

11. Use of the Website, Data Protection, Copyrights
11.1 The use of a VELLO® website by the Purchaser is regulated by the terms of use of the website and provisions on the use of cookies.
11.2 The employees of VELLO® are subject to the confidentiality obligations of the Data Protection Act.
11.3 VELLO® owns all rights to use all images, films and texts published by VELLO®. The use of images, films and texts is not permitted without the prior written consent of VELLO®.

12. Applicable Law and Place of Jurisdiction
12.1 The legal relationship with the Purchaser shall be governed exclusively by Austrian substantive law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
12.2 For disputes arising from the contract concluded with the Purchaser or the General Terms and Conditions on which the contract is based, the respective court of the Inner City of Vienna shall have exclusive jurisdiction, depending on the material jurisdiction. If the customer is a consumer within the meaning of the KSchG, the jurisdiction of the court in whose domicile, habitual residence or place of employment the customer lies shall be deemed to be justified. Place of performance shall be VELLO®’s registered office in 1050 Vienna, Austria.

13. Marketplace Guidelines
The purchaser undertakes not to offer or sell the goods via websites that are not operated exclusively by or for the purchaser and under the purchaser's name. In particular, this excludes sales via third-party websites that bear the name and logo of the third party. VELLO® reserves the right, in the event of a breach of this clause, to terminate the delivery relationship with the buyer with immediate effect and without any compensation.
Upon termination, the buyer shall have no claim against VELLO® for compensation for loss of distribution right, loss of goodwill, any investments made (including marketing measures) or any comparable loss, specifically, the buyer hereby waives his right to any compensation for clients. Further, VELLO® is not obliged to repurchase from buyer all or part of any stocks of VELLO® Products held by buyer at such time.
Upon termination, the buyer shall immediately cease representing itself as a dealer of VELLO®, and shall cease the use of VELLO®’s trademark and any signs or other materials in the retail shop or online. Any material and displays provided by VELLO® free of charge should be returned to VELLO®.
Any existing social media channels used by the buyer under the VELLO® trademark need to be transferred to VELLO® without undue delay together with all necessary access data (password, username etc).

14. Miscellaneous
14.1 If individual provisions of these General Terms and Conditions should be wholly or partially ineffective due to mandatory statutory provisions, the remaining provisions of these General Terms and Conditions shall remain in full force and effect. The parties shall undertake to agree on a new, effective provision which comes as close as possible to the economic purpose of the invalid provision.
14.2 The Purchaser shall not be entitled to remove or otherwise render invisible the VELLO® company logo or company name on the supplied product or documents.
14.3 The Purchaser shall be obliged to inform VELLO® of any changes of his name, address and/or domicile in writing without delay; otherwise, he shall be obliged to reimburse VELLO® for damages. In the case of omission, any written notification sent to the last known address of the Purchaser shall be deemed sufficient to satisfy the requirements of an effective delivery. A transfer of the rights from the contract concluded with VELLO® to third parties requires the written consent of VELLO®. VELLO® is entitled to assign the rights and obligations arising from the contract with the Purchaser to third parties.

15 Service and Repair
15.1 The buyer is aware that the VELLO® Products delivered will need to be assembled at buyer’s own risk and on the account of the buyer or its consumers. The buyer assumes full liability to timely and fully instruct the customers regarding the assembly process (always in line with the instructions and guidelines received from VELLO®). Further, buyer shall include its own bike maintenance and repair facilities at its expense or is obliged to ensure that the customers establish and maintained such facilities at their expense.
15.2 The buyer shall service the customer’s warranty claims at its own expense and may only recur to VELLO® in case of a replacement part due to manufacturing defect. VELLO® shall use best efforts to sell to buyer any spare parts necessary for the customer servicing. The buyer shall not be entitled to claim for the reimbursement of expenses or replacement components in the course of processing warranty claims of its consumers unless in case of manufacturing defect. The buyer is obliged to provide customer support at all times and is the direct contact to the customer within the Territory regardless if it is a warranty case or a case outside of the warranty. Spare parts need to be provided by VELLO® (under Warranty or other) or in the case of the motor, directly by the motor supplier.
15.3 The buyer shall use its best efforts to ensure that the customers work customer-oriented and properly staff and train sales and service personnel with respect to VELLO® Products and explain proper operating and safety instruction to their respective customers, always in line with the instructions and guidelines received from VELLO®, together with the delivery of the written VELLO® manual. For this purpose, the buyer will attend a VELLO® training (on bike assembly, folding, maintenance etc) at least once per year and upon a reasonable request of VELLO® (in particular if a product novelty requires additional training). In the case of the motor, the training shall be provided by the motor supplier directly.