OPEN CYCLE TERMS OF USE

These Terms of Use apply to the services of Open Cycle AG, having its offices at Breisacherstrasse 66, 4057 Basel, Switzerland, which are provided through the website of OPEN Cycle (hereafter; “the Website”). 

1. Applicability of these Terms of Use
1.1 These general terms and conditions apply to the use of the Website, to all offers made by OPEN Cycle and to all agreements to which OPEN Cycle is a party, insofar as the present general terms and conditions have not been deviated from by parties in writing. You accept the applicability of the general terms and conditions by using the website and/or by submitting an order through the Website. 

1.2 You are responsible for the filing and printing of the general terms and conditions and the contract, if so desired, by using the facilities made available via the website, and you are also responsible for the accessibility of the filed copy. 

1.3 OPEN Cycle has the right to amend these general terms and conditions. Parties shall be bound to the amended general terms and conditions from the day on which these take effect. 

2. Agreement entering into force
2.1 All offers made by OPEN Cycle are free of engagement. The agreement shall take effect as soon as OPEN Cycle has confirmed the order placed by you. Said confirmation can either be done in writing or through an electronic medium (e.g. e-mail). 

2.2 The agreement between you and OPEN Cycle comprises these general terms and conditions, the invitation published by OPEN Cycle on its website and any further written arrangements made. 

2.3 If you fail to provide all the data OPEN Cycle has asked for or for any other reason, OPEN Cycle has the right to accept or refuse your order as it sees fit. 

3. Prices and payment
3.1 Via the Website you will pay the price specified in the agreement for the services ordered. Payment takes place in the manner specified by OPEN Cycle on the Website and within the term stated there. If an order is placed by credit card, the credit card account will be verified at the time the order is placed. If your credit card is declined OPEN Cycle will not complete the transaction. 

3.2 For items shipped within European Union, all prices include VAT and other levies unless specified otherwise. The prices mentioned on the Website and in advertisements may be changed without prior notification. The price charged for an order will be the price in effect at the time the order is made. 

3.3 For items shipped outside the European Union,, all prices do not include local taxes or import fees. 

3.4 In the event of untimely payment or failure to pay, you shall be in default, without proof of default having to be served. 

3.5 Orders are processed only upon full receipt of your payment. 

4. Performance of services
4.1 You are obliged to do all that is necessary to allow OPEN Cycle to make a timely delivery, including the timely, complete, correct and clear provision of data. 

4.2 Orders received by OPEN Cycle shall be completed within the period as specified by OPEN Cycle on the Website and/or in the confirmation of your order. Delays in the delivery time, however, do not give you the right to cancel the order placed or to claim damages. 

4.3 All materials provided by OPEN CYCLE shall remain property of OPEN Cycle or its suppliers until the amount due under the agreement has been paid in full, including any interest and collection fees incurred. 

4.4 Unless expressly agreed in writing, OPEN Cycle shall not be in default if it fails to comply with any agreed term. 

5. Shipping
5.1 When products are shipped to you by common carrier, OPEN Cycle’s liability to you for breakage and/or non-delivery of the products by the common carrier to you will be limited by the limits of liability provided by the common carrier's terms and conditions of carriage. 

5.2 Our warranty conditions are described in our warranty policy. You are considered to have read and understood this warranty policy. 

6. Limitation of liability
6.1 The total liability of OPEN Cycle due to imputable failure to observe the agreement between yourself and OPEN Cycle, shall remain limited to reimbursement of the purchase price you have paid for the products in question (exclusive of VAT). Also, OPEN Cycle will not be liable for any property damage, personal injury, loss of use, interruption of business, loss of profits, or other consequential, indirect, incidental, punitive or special damages. This applies to all situations however caused, whether for breach of warranty, contract, tort (including negligence), and strict liability or otherwise, other than those damages that are incapable of limitation, exclusion or restriction under applicable law. 

6.2 You indemnify OPEN Cycle for any claims from third parties concerning compensation of damages, costs and interest, relating to or arising out of your agreement with OPEN Cycle or the use of the products purchased by you. 

6.3 Clauses 6.1 and 6.2 do not apply insofar as the applicable damage is caused by willful intent or gross negligence of OPEN Cycle or its managers. 

7. Force majeure
7.1 OPEN Cycle shall not be liable for delay in performing or failure to perform any of its obligations under this agreement if the delay or failure results from events or circumstances outside its reasonable control. Such events or circumstances shall include without limitation a failure to perform of (one of) OPEN Cycle’s suppliers or subcontractors. Such delay or failure shall not constitute a breach of this agreement and time for performance shall be extended by time equivalent to the length of the delay caused by force majeure. 

8. Cancellation right
8.1 You may cancel your agreement with OPEN Cycle within 7 days of receipt of OPEN Cycle’s confirmation, by notifying OPEN Cycle at orders@opencycle.com. OPEN Cycle shall send you a return form by e-mail or fax, which you shall complete and return to OPEN Cycle within 15 days and according to OPEN Cycle’s instructions. If the products have already been sent to you, you shall return these products to OPEN Cycle to an address provided by OPEN Cycle. Any products that are returned, must be packed in original shipping containers and including all accessories. Packaging must also include a copy of the return form as mentioned here above. Shipping must take place freight prepaid and insured at your own cost. Upon receipt of the returned product(s), OPEN Cycle shall reimburse the price paid for the product(s) within 30 days. 

8.2 If paid by credit card, a credit card fee of 3% may be applied. 

8.3 OPEN Cycle reserves the right to charge a restocking fee of $/EUR/CHF 20 for accessories and clothing and $/EUR/CHF 50 for frames and complete bikes. 

9. Intellectual property rights
9.1 The Intellectual Property rights to all products that OPEN Cycle provides to you within the scope of the agreement between yourself and OPEN Cycle, remain with OPEN Cycle or its licensors. You are not allowed to remove, alter or otherwise affect the visibility of OPEN Cycle’s name, logo or any (other) reference to OPEN Cycle’s intellectual property rights. 

10. Privacy
10.1 To OPEN Cycle’s use of your personal information, OPEN Cycle’s privacy policy applies. You are considered to have read and understood this privacy policy and to agree with the use of your personal information as described in this privacy policy. 

11. Applicable law
11.1 The (legal) relationship between OPEN Cycle and yourself shall be subject to the law of Switzerland regardless of its conflict of law principles. The applicability of the Vienna Convention on the International Sale of Goods is expressly excluded. 

11.2 Any disputes resulting from the relationship referred to in the previous paragraph shall exclusively be submitted to the competent court within the Canton of Basel. 

12. General
12.1 If any provision of these terms and conditions is held to be illegal, invalid or un-enforceable, in whole or in part, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired. 

12.2 These terms and conditions may not be modified, altered or amended without the written agreement of OPEN Cycle.