Kuota Stockist Terms and Conditions

AUTHORISED KUOTA BIKES STOCKIST AGREEMENT

Our details:

SW Commerce Ltd (UK Company number 14070260) trading as Kuota Bikes Europe

Kuota Bikes Europe' registered office: 1 Post Office House 184 Bridge Road, Sarisbury Green, Southampton, England, SO31 7ED

Acceptance of Terms

Through the submission to become an authorised stockist of Kuota Bikes, the applicant expressly acknowledges and agrees to be bound by these Terms and Conditions, including any schedules, policies, and updates issued by SW Commerce Limited trading as Kuota Bikes Europe from time to time.

No separate signature or executed agreement shall be required for these Terms and Conditions to take effect. Engagement in the sale, promotion, or display of Kuota Bikes following approval of the stockist application shall constitute full acceptance of these Terms.

SW Commerce Limited reserves the right to update or amend these Terms at its discretion, with reasonable notice provided to all authorised stockists. Continued participation in the Kuota stockist programme following such notice shall constitute acceptance of the revised Terms

Kuota Bikes' contact: Email: hello@kuotabikes.co.uk

CONDITIONS – TERMS APPLICABLE BETWEEN Kuota BIKES AND AKBS

1. Interpretation

The following definitions and rules of interpretation apply in this part of the Agreement.

1.1 Definitions:

Authorised Kuota Bike Stockist (AKBS): The term used for the Kuota Bike stockist, shop or custom build workshop

Business Day: a day, other than a Saturday, Sunday or public holiday in Europe, when banks are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Customer: the Customer of AKBS.

Custom Bike: an assembled Kuota Bike using the Products supplied by Kuota Bikes and other components sourced by the AKBS

Contract: this contract under which Kuota Bikes appoints AKBS as its non-exclusive authorised custom shop, in accordance with the Contract Details, these Conditions and the Schedules.

Effective Date: the date the Contract takes effect, as set out in the Contract Details.

Fair Pricing and Promotional Policy: Ensures that AKBS operate with a fair approach that also ensures Kuota Bikes are not discounted unnecessarily.

Kuota Bikes Global: The manufacturer of Kuota components.

Kuota Customer: the Customer of Kuota Bikes that has placed an order which following an Introduction, shall become a customer of the AKBS.

Order: The order for bikes or components that the AKBS make to Kutoa Bikes Europe or Kuota Bikes Global

Products: the products of the type and specification sold by Kuota Bikes and described in the Contract Details together with any other products from time to time distributed by Kuota Bikes and which Kuota Bikes may appoint AKBS, by express notice in writing, to assemble in the Territory including but not limited to frames, handlebars, saddle and wheels.

Services: the sale of components or the assembly of fully built bike using the products supplied by Kuota Bikes or any other components sourced by the AKBS

Term: the term of this Contract, as determined in accordance with the Front Sheet.

Territory: 30km radius from the AKBS retails address

Trade Marks: any trademarks that Kuota Bikes Global or Kuota Bikes Europe may, by express notice in writing, permit or procure permission for, AKBS to use in the Territory in respect of Kuota products.

VAT: value added tax chargeable in the relevant jurisdiction at the local rate

Year: the period of 12 months from the Effective Date and each consecutive period of 12 months thereafter during the period of this Contract.

2. Appointment

2.1 Appointment. Kuota Bikes permits AKBS to sell and/or market components including the assembly and sale of Kuota Bikes in the Territory (defined in 1.1 The Definitions) on the terms of this Contract, and AKBS accepts the appointment on those terms.

2.2 Non-exclusive appointment. Kuota Bikes shall be free to:

(a) appoint any other authorised custom shop in the Territory (although it is Kuota Bikes intention not to have more than one authorised custom shop in each territory); and

(b) supply any Products directly in the Territory whether for use or resale.

2.3 Restrictions on AKBS. AKBS shall not:

(a) pledge Kuota Bikes' credit;

(b) give any condition or warranty, other than the Kuota Bikes manufacturer’s warranty, on Kuota Bikes' behalf other than 12 month warranty on fully built bikes that is required as part of the conditions of this contract;

(d) Interact with, or in any way solicit their services directly with the manufacturer;

(e) commit Kuota Bikes to any contracts;

(f) otherwise incur any liability for or on behalf of Kuota Bikes; or

(g) without Kuota Bikes' written consent, make any promises or guarantees about the Products beyond those contained in the promotional material supplied by Kuota Bikes.

3. Supply of Services to a Customer or Kuota Customer

3.1 By incorporating the Products into a Custom Bike, this implies that it is an “Kuota Bike” particularly where there is a clearly branded frame or custom painted frame. Accordingly, Kuota Bikes needs to protect its reputation with the public and therefore the AKBS agrees to the following undertakes when providing Services to a Customer or Kuota Customer using the Products.

3.2 In providing the Services, AKBS shall:

(a) perform the Services with the best care, skill and diligence in accordance with best practice in AKBS's industry, profession or trade

(b) make clear to the Customer that their contract of sale is with the AKBS and that if they have any issues or problems with the components or Custom Bike, they should contact the AKBS and not Kuota Bikes. The AKBS will pass Kuota component warranty claims to Kuota Bikes and non Kuota Bikes components warranty claims to the original manufacturer in accordance with their ;

(c) if other components are used on the Kuota Bike that are not Kuota products, the AKBS shall make it clear to the Customer that they are subject to such manufacturer warranty and have no connection or liability to Kuota Bikes;

(d) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that AKBS's obligations are fulfilled in accordance with the contract with the Customer;

(e) ensure that the Services will conform with all descriptions, standards and specifications, and that once assembled, the Kuota Bike shall be fit for purpose having passed the agreed and supplied safety check;

(f) use the best quality goods, materials, standards and techniques, and ensure that the `k Bike, properly assembled and free from workmanship defects;

(g) the AKBS will only use groupsets from Shimano, SRAM and Campagnolo in the assembly of Kuota bikes;

(h) not to do anything that would bring the Kuota Bike brand into dispute globally.

4. Kuota Bikes’ obligations to the AKBS

4.1 Kuota Bikes will:

(a) Assist the AKBS with any warranty claims in relation to the Kuota Products;

(b) Assist the AKBS with any questions to help them sell and market their own Custom Bikes;

(c) Will endeavour to not appoint any other AKBS within 30km radius provided that the AKBS performs in accordance with this agreement.

(d) Provide the AKBS with recommended selling prices, discount and discount periods including new year, easter, black friday and christmas.

5. Fair Pricing and Promotional Policy

5.1 Fair Market Pricing: To ensure a consistent and fair market for all authorised stockists, Stockists agree not to publicly advertise or promote retail prices below the Manufacturer's Recommended Retail Price (RRP) on their website, social media platforms, or other public channels, only in store (see below);

5.2 In-Store Discounting: Stockists may discount Products in-store at their discretion, including for the purpose of clearing surplus inventory, demo bikes, shop-used bikes, or aged stock. These discounts must not be publicly advertised online or via digital marketing channels;

5.3 Authorised Promotional Activity: Exceptions to the above restrictions may be granted in writing by Kuota Bikes Europe (SW Commerce Limited) for specific campaigns or events such as Black Friday, end-of-season sales, or other promotional periods. Stockists wishing to participate in such sales must request prior written approval detailing the proposed discount, timeframe, and promotional method;

5.4 Non-Compliance: Any breach of this policy may result in a review of the Stockist's authorised status and may lead to suspension or termination of the Agreement.

6. Intellectual property rights

6.1 Kuota Bikes grants to AKBS, a licence during the term of this agreement to use the Kuota Bikes Trademarks to sell and undertake the Services.

7. Indemnity

7.1 AKBS shall indemnify Kuota Bikes against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Kuota Bikes arising out of or in connection with any claim made against Kuota Bikes by a third party arising out of, or in connection with, the supply of the Services in particular but not limited to faulty or defective assembly.

7.2 This clause 7 shall survive termination of the agreement.

8. Insurance

8.1 During the term of the agreement and for a period of 5 years thereafter, AKBS shall maintain in force, with a reputable insurance company, public liability, product liability insurance to an amount of at least €5,000,000 to cover the liabilities that may arise under or in connection with each contract and this agreement and shall, on Kuota Bikes' request, produce both the insurance policy documents giving details of cover and the receipt for the current year's premium in respect of each insurance.

9. AKBS's & undertakings

9.1 Assembly Warranty: AKBS shall provide a warranty period of twelve (12) months from the date of delivery in respect of the assembly of all Kuota Bikes. This warranty applies solely to assembly services carried out by AKBS and does not extend to any individual components of the bicycle.

9.2 Component Warranty: All components supplied as part of a Kuota Bike, whether provided by Kuota Bikes, the Assembly Centre, or third-party manufacturers, shall be subject exclusively to the applicable manufacturer’s warranty terms and conditions. AKBS shall have no liability or responsibility for defects or issues arising from such components, except where expressly agreed in writing.

9.3 Warranty Replacement – Labour Charges: In the event that Kuota Bikes provides a replacement part under a valid warranty claim, AKBS shall not levy any labour charges against Kuota Bikes, the Assembly Centre, or the Customer for the disassembly and reassembly of the Custom Bike required to install the replacement part.

9.4 Customer Registration: AKBS shall inform the Customer of their obligation to register the warranty within thirty (30) days of receipt of the goods. Under no circumstances shall AKBS register the warranty on behalf of the Customer.

9.5. Assembly Rectification: In the event that a Kuota Bike is determined to have been assembled incorrectly by the Assembly Centre, AKBS shall be entitled to levy a reasonable charge to rectify the issue, provided that:

(a) The defect or fault arises solely from the Assembly Centre’s workmanship and not from any component failure or Customer misuse;

(b) AKBS provides written notice to the Assembly Centre detailing the nature of the fault, along with reasonable evidence of the issue; and

(d) Any such charges must be agreed in writing in advance by the Assembly Centre, such agreement not to be unreasonably withheld or delayed.

10. Advertising and promotion

10.1 AKBS's obligations. AKBS shall:

(a) not use any advertising materials or promotional literature to promote the Products without Kuota Bikes written consent however, anything that Kuota Bikes shares on social media platforms can be used for promotion without consent;

(b) display advertising materials and other signs provided by Kuota Bikes;

(c) observe all directions and instructions given to it by Kuota Bikes for promotion and advertisement of the Products; and

(d) not make any written statement as to the quality or manufacture of the Products without the prior written approval of Kuota Bikes.

10.2 Kuota Bikes obligations. Kuota Bikes shall:

(a) approve or reject, in its sole discretion, any promotional information or material or any advertising and promotional programme submitted by AKBS within 14 days of receipt; and

(b) provide AKBS with information on the advertising and promotion used by Kuota Bikes and at the cost of AKBS supply such quantities of promotional and advertising material as AKBS shall reasonably request from time to time.

11. Trade Marks

11.1 Grant of right to use the Trade Marks and AKBS's acknowledgement. Kuota Bikes grants to AKBS the non-exclusive right, in the Territory, to use the Trade Marks in the promotion, advertisement and sale of the Custom Bikes, subject to, and for the duration of, this agreement. AKBS acknowledges and agrees that all rights in the Trade Marks shall remain in Kuota Bikes, and that AKBS has and will acquire no right in them by virtue of the discharge of its obligations under this agreement, except for the right to use the Trade Marks as expressly provided in this Contract.

11.2 Limitations on AKBS's use of the Trade Marks. AKBS shall not, without the prior written consent of Kuota Bikes

(a) alter or make any addition to the labelling or packaging of the Products displaying the Trade Marks;

(b) make any addition or modifications to the Products or to any advertising and promotional materials supplied by Kuota Bikes; or

(c) alter, deface or remove any reference to the Trade Marks, any reference to Kuota Bikes or any other name attached or affixed to the Products or their packaging or labelling.

12. Compliance

12.1 Compliance with laws. AKBS shall at its own expense comply with all laws and regulations relating to its activities under this Contract, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

13. Limitation of liability

13.1 Unlimited liability. Nothing in this Contract limits any liability which cannot legally be limited, including liability for:

(a) Death or personal injury caused by negligence.

(b) Fraud or fraudulent misrepresentation.

14. Duration and termination

14.1 Initial term and termination on notice. This agreement will come into effect on the Effective Date and, unless terminated earlier in accordance with clause it shall continue for an initial term of 12 months and thereafter, until one party gives the other party at least 3 months' prior written notice to expire on or after the expiry date of the initial term.

14.2 Termination for cause. Without affecting any other right or remedy available to it, Kuota Bikes may terminate this Contract with immediate effect by giving written notice to AKBS if:

(a) Material breach. AKBS commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

(b) Repeated breaches. AKBS repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that AKBS's conduct is inconsistent with AKBS having the intention or ability to give effect to the terms of this agreement.

15. Consequences of termination

15.1 Accrued rights and duties. Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract or warranty claim which existed at or before the date of termination, or for the term of the warranty.

15.2 Consequences of termination. On termination of this agreement:

(a) Termination of rights and licences. All other rights and licences of AKBS under this agreement shall terminate.

15.3 Survival. Any provision of the agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

16. General

16.1 Confidentiality.

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by 16.2 b) below

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 16.2; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

16.2 Entire agreement.

(a) This agreement constitutes the entire agreement between the parties.

(b) Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

16.3 Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.4 Waiver.

(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16.5 Severance.

(a) If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

(b) If any provision or part-provision of this agreement is deemed deleted under this clause 16.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

16.6 Notices.

(a) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and

(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

(b) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16.7 Third party rights. No one other than a party to this agreement shall have any right to enforce any of its terms.

16.8 Governing law. This agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Territory

16.9 Jurisdiction. Each party irrevocably agrees that the courts of the territory shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into on the date stated at the beginning of it.

17 Assembly Responsibility and Liability. Assembly Responsibility, Liability, and Indemnity: Each country shall have its own designated Assembly Centre responsible for the assembly of Kuota bikes supplied to stockists. Kuota Bikes Europe (SW Commerce Limited) shall bear no responsibility or liability whatsoever for any issues, faults, defects, or accidents arising from or in connection with the assembly process carried out by any Assembly Centre.

The Assembly Centre and the Stockist shall jointly and severally indemnify and hold harmless Kuota Bikes Europe, its directors, officers, and affiliates from and against all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including legal fees) arising out of or in connection with any defective or improper assembly of bikes, including but not limited to claims involving personal injury, property damage, or death.

The Assembly Centre and the Stockist further warrant and agree that they shall each maintain in full force and effect appropriate and adequate public and product liability insurance to cover any such claims or damages, and shall provide evidence of such insurance upon request.