HAPPY EBIKES

TERMS AND CONDITIONS OF SALE

These terms and conditions (this “Agreement”) shall apply to all Orders (as later defined) entered into by and between you as a buyer (“you”, “your,” or “Buyer”) of a Product (as later defined) and the seller of such Product, whether such seller is Ezee Bikes, LLC (a Wyoming limited liability company dba Happy Ebikes) or any authorized distributor of Ezee Bikes, LLC (“we,” “our,” “us,”or “Seller”). Seller shall accept orders, sell Products, and do business only upon these terms and conditions. Any additional or different terms in Buyer’s purchase order (if any) or other purchase documentation are invalid and void.

DEFINITIONS. In addition to any terms specifically defined elsewhere in these Terms and Conditions of Sale, the following terms shall have the meanings set forth below.“Accessory” means an item which is listed in the Happy Ebikes product catalog and intended to work with, go on, or otherwise be compatible with an Ebike sold. “Ebike” means a Happy Ebikes branded ebike sold by Seller. “Hardware” means the physical parts of the Ebike and Accessories only (i.e. excluding the Software). “Order” means, collectively, any order for Products and/or Services by Buyer and accepted by an authorized representative of Seller. “Party” shall mean either Buyer or Seller, and “Parties” means Buyer and Seller collectively. “Products” means the Ebike and Accessories set forth in any Order. “Services” means the services performed by Seller, which may include, among other things, assembly or maintenance of an Ebike.

 

Delivery. If the Products involve the provision of Services, title and risk of loss to such Products shall pass to Buyer upon delivery of the Services to Buyer. In all other cases, title to and risk of loss for the Products shall pass to Buyer upon delivery of the Products by Seller to the common carrier for delivery. If Buyer does not specify shipping instructions, Buyer hereby authorizes Seller to make shipping arrangements on buyer’s behalf and Buyer shall be responsible for all costs and expenses associated therewith. All timeframes provided by Seller, whether verbally or in writing, are good faith estimates of the expected delivery date for the Products and/or Services. Seller shall use commercially reasonable efforts to fill Buyer’s orders within the time stated but in no event shall Seller be liable for any damages associated with Seller’s inability to meet any such timeframes or deadlines, including but not limited to incidental or consequential damages arising therefrom.

Inspection & Acceptance. Buyer shall inspect all Products and Services within ten (10) days after receipt thereof. Buyer’s payment shall constitute final acceptance of the Products and/or Services and shall act as a waiver of the Buyer’s rights to inspect or reject the Products or Services unless otherwise agreed. If Buyer rejects any merchandise, Buyer must first contact Seller before returning any Products to Seller. Products returned without contacting Seller will be refused. Seller will not be responsible for any shipping costs, damages to Products, or any other costs or liabilities pertaining to Products returned without contacting Seller prior to return. Seller shall have the right to substitute a conforming tender. Buyer will be responsible for all shipping costs to and from Buyer and repackaging costs, if any, if Buyer refuses to accept shipment. If Products are returned in unsalable condition, Buyer shall be responsible for full value of the Products. Buyer may not return any special-order Products. Any Products returned hereunder shall be subject to a restocking fee equal to % of the invoice price.

Assembly. If Buyer purchases any Products that require assembly and Buyer does not place an Order with Seller for such assembly, Buyer shall, at its expense, make all arrangements and connections necessary to assemble, install, and otherwise operate the Products properly. Buyer shall assemble the Products in accordance with any Seller instructions or recommendations and shall, in addition to any other indemnity set forth herein, indemnify Seller against any and all damages, demands, suits, causes of action, claims and expenses (including actual attorneys’ fees and costs) arising directly or indirectly out of Buyer’s failure to properly assemble, install, or otherwise operate the Products.

Specifications. Seller may, at its option, make changes in the designs, specifications or components of the Products to improve the safety of such Products, or if in Seller’s judgment, such changes will be beneficial to their operation or use. Buyer may not make any changes in the specifications for the Products unless Seller approves of such changes in writing, in which event Seller may impose additional charges to implement such changes.

EBike Performance and Maintenance. Buyer is responsible for using the Products properly and safely and in accordance with any applicable laws and as otherwise set forth in manuals and instruction sheets furnished by Seller. The information regarding the expected range on a single charge on the Ebikes is an estimate, not a guarantee. There are many factors that contribute to actual, real-world range for an Ebike battery such as age of the battery, temperature, level of assist, speed, payload, and terrain. Given the right conditions, it is possible to get less than the expected minimum range or greater than the expected maximum range. Further, Buyer acknowledges that Ebikes are a sophisticated transportation vehicle with a drive-system, braking, and steering sub-systems that need to be properly maintained and tuned from time-to-time. Buyer is solely responsible for maintaining and tuning the Ebike in accordance with the user manual and otherwise in accordance with industry practice for bicycles and ebikes. FAILURE TO PROPERLY MAINTAIN AND TUNE AN EBIKE INCREASES THE RISK OF DAMAGE TO THE EBIKE AND/OR INJURY, INCLUDING WITHOUT LIMITATION DEATH, TO ITS RIDER OR THIRD PARTIES. FAILURE TO MAINTAIN AND TUNE THE EBIKE VOIDS ANY WARRANTY AND RELEASES SELLER OF ANY LIABILITY ARISING FROM SUCH LACK OF MAINTENANCE AND TUNING.

Alteration. Any alterations, modifications, or other changes made by you to an Ebike following your purchase which affect the safety, operation, or mechanics of the Ebike shall void the Limited Warranty and shall be at your sole risk of injury, including without limitation death.

Limited Warranty. Seller warrants the Products to be free from defects in material and workmanship for 2 years. Powder coat finish and all other original components, and all Happy Ebike brand repair parts, replacement parts, and accessories, are warranted to be free from defects in material or repair parts, replacement parts, and accessories, are warranted to be free from defects in material or workmanship for a period of 2 years from the original date of purchase.

Exclusion of Other Warranties. All warranties are void if the Product is modified from its original condition or the Product is used for other than normal activities, including, but not limited to, failing to follow the owner’s manual or using the Ebike for commercial activities or in competitive events, such as bicycle racing, bicycle motocross racing, stunt riding, ramp jumping or similar activities, and training for such activities or events. Seller makes no other warranties except the express Limited Warranty, above, express or implied, including without limitation the warranties of merchantability, fitness for a particular purpose, or non-infringement.

Limited of Liability and Remedy. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL EZEE BIKES LLC, SELLER OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) BE LIABLE TO BUYER OR ANY THIRD PARTY, UNDER ANY ORDER, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHERWISE: (I) FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE, GOOD WILL OR LOSS OF USE OR DATA) OR ANY COSTS OF SUBSTITUTE PRODUCTS ARISING OUT OF OR RELATED TO THE PRODUCTS OR SERVICES OR ANY USE OR THE RESULTS OF ANY USE THEREOF OR OTHERWISE RELATING TO THE FUNCTIONING THEREOF OR ARISING OUT OF ANY ORDER, WHICH MAY BE SUSTAINED BY BUYER, ITS CUSTOMERS OR OTHERS, EVEN IF THE INDEMNIFIED PARTIES HAD BEEN ADVISED, KNOWN OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS; AND, (II) FOR DIRECT DAMAGES IN EXCESS OF THE AMOUNT OF PAYMENTS RECEIVED HEREUNDER BY SELLER FOR THE PRODUCT OR SERVICE RELATING TO SUCH LIABILITY.THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE ESSENTIAL ELEMENTS OF THE AGREEMENT BETWEEN THE PARTIES, AND THAT SELLER WOULD NOT ENTER INTO SUCH AGREEMENT WITH BUYER BUT FOR SUCH LIMITATIONS OF LIABILITY

 

Indemnification. You acknowledge that there are inherent anticipated and unanticipated risks and dangers involved with the use of ebikes, whether through its intended use or as a result of misuse. You understand that such risks can result in injury, death, physical or mental damage to yourself, your property, or third parties and their property. You agree to release, waive, defend, indemnify, and hold harmless Seller and its directors, officers, employees, agents, members, partners, suppliers, and licensors from any claim, demand, causes of action, liabilities, or expenses including without limitation attorneys’ fees and costs, relating to or arising from your purchase and your or any third party use of any Product or Service ; (b) any violation by you of this Agreement; or (c) your violation of another party’s rights or applicable law. Seller reserves the right to assume, at its sole discretion, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Seller in asserting any available defenses.

Assignment. Buyer may not assign this Agreement, or any Order under it, in whole or in part, by operation of law or otherwise, without the prior written consent of Seller. Any attempted assignment in violation of the foregoing shall be null and void. Seller may freely assign this Order, in whole or in part, to any third party, provided that such third party agrees to be bound by the terms hereof. Subject to the foregoing, this Agreement and any Order under it shall inure to the benefit of each Party’s successors or permitted assigns.

Waiver Sever-ability. The waiver or failure of either Party to exercise any right provided herein shall not be deemed a waiver of any further right hereunder under such provision or any other provisions. The provisions of this Agreement are severable. If any provision herein shall be held to be invalid or unenforceable, the Parties shall, if practicable, replace such provision with a valid and enforceable provision that accomplishes the original intent of the Parties; all other provisions shall remain in full force and effect.

Surviving Provisions. All provisions contained herein which by their language or context are intended to survive, including, without limitation, warranty disclaimers, limitation of liability, indemnification and payment provisions, shall survive any termination of this Agreement or any Order under it.

Non-Exclusive Remedies. All remedies provided herein are cumulative and are in addition to any and all legal rights of the Parties except as are expressly limited by the terms hereof.

Force Majuere. Seller shall not be responsible for any delay in the delivery of, or failure to deliver, Products or Services due to causes beyond Seller’s reasonable control including, without limitation, acts of God, acts of war or terrorism, enemy actions, hostilities, strikes, labor difficulties, embargoes, non-delivery or late delivery of materials, parts and equipment or transportation delays not caused by the fault of Seller, delays caused by civil authorities, governmental regulations or orders, fire, lightening, natural disasters or any other cause beyond Seller’s reasonable control. In the event of any such delay, performance will be postponed by such length of time as may be reasonably necessary to compensate for the delay.

Attorneys’ Fees. In the event legal action is necessary to recover monies due from Buyer or to enforce any provision of this Agreement, Buyer shall be liable to Seller for all costs and expenses associated therewith, including Seller’s actual attorneys’ fees and costs.

Governing Law/Venue. These Terms and any Order shall be governed by and construed in accordance with the laws of the State of California, exclusive of its conflicts of laws provisions or any other provisions that would result in the application of a different body of law. In the event of any dispute under this Agreement, the Parties agree that jurisdiction and venue will be in the County of San Diego, State of California. The Parties expressly waive any right to assert forum non conveniens or any such similar legal theory. The United Nations Convention on Contracts for the International Sale of Products shall not apply to, and is expressly excluded from this Order.The Parties shall attempt in good faith to resolve any controversy or claim arising between the Parties out of or in connection with the provisions this Agreement and any Order (a “Dispute”), through discussions between appropriate executives of the Parties. If the Parties are unable to resolve any Dispute within sixty (60) days of written notice from either Party, the Dispute shall be first submitted to mediation in San Diego, California before and as a condition precedent to the initiation of any arbitration. If the Parties cannot resolve the Dispute through mediation within sixty (60) days of submission thereof, the Dispute shall be resolved through binding arbitration in San Diego, California before a single arbitrator. The arbitration shall be administered by JAMS, Inc. pursuant to its Streamlined Arbitration Rules and Procedures. Any decision rendered by the arbitrator shall be binding, final and conclusive upon the Parties, and a judgment thereon may be entered in, and enforced by, any court having jurisdiction over the Party against which an award is entered or the location of such Party’s assets, and the Parties hereby irrevocably waive any objection to the jurisdiction or venue of such courts. The Parties and the arbitration panel shall be bound to maintain the confidentiality any arbitral proceeding, the dispute and any award, except to the extent necessary to enforce any such award. Entire Agreement. This Agreement, together with any Order under it and any documents or materials expressly referenced herein, constitute the entire agreement between the Parties, and supersede all other prior or contemporaneous agreements, understandings and contracts whether oral or written with respect thereto. No modification, change, amendment to these terms shall be of any force or effect unless in writing and signed by authorized representatives of both Parties. No course of dealing or course of performance shall be relevant to explain or supplement any term expressed in this Agreement. In the case of any conflict between this Agreement and any Order under it and any documents or materials, this Agreement shall prevail and govern.

Summary of Return Policy.30 Day acceptance period from date of delivery. Damage claims and order discrepancies will not be accepted after this time. You must contact PRIOR to returning any materials. Returned materials must be received at in new condition and in original packaging. Altered/modified items are not eligible for return. Buyer is responsible for all shipping charges (return and re-delivery). We apologize for any discrepancies that may occur. reserves the right to make any and all changes deemed necessary in the course of business including but not limited to pricing, product specifications, quantities, and product availability.

For Customer Service & Technical Support: dan@happyebikes.com or 760-710-1248

User Manuals can be found here:  https://happyebikes.com/electric-bike-manuals/