Bike Building Contract

BIKE BUILDING CONTRACT

This Bike Building Contract ("Contract") is made and entered into on the Effective Date: by and between Builder Name: with principal place of business at and Client Name: residing at .

RECITALS

WHEREAS, Builder is engaged in the business of fabricating, assembling, and customizing bicycles and related components and has the skill and capability to build a bicycle in accordance with specified designs and performance standards; and

WHEREAS, Client desires to retain Builder to perform the work described in this Contract, and Builder is willing to perform such work subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to the design, materials, construction, delivery, inspection, and payment for the bicycle described in the Scope of Work.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Contract, the parties agree as follows:

1. DEFINITIONS

In this Contract the following terms have the meanings set forth below: "Work" means all labor, fabrication, assembly, testing, adjustments and finishing required to complete the bicycle consistent with the Specifications; "Specifications" means the written description of design, componentry, finish, and performance standards set forth in Section 2 and the attached Specifications document; "Completion" means the date on which the Work has been completed in accordance with the Specifications and accepted by Client as provided in Section 8.

2. SCOPE OF WORK

Builder shall perform the Work described below and in the attached Specifications. Builder shall supply labor, assembly, and any parts expressly set forth as Builder-supplied. Any components or materials supplied by Client must be disclosed in writing prior to commencement.

3. MATERIALS AND THIRD-PARTY PARTS

Builder will procure materials and third-party parts in accordance with the Specifications. Manufacturer warranties for parts, if any, shall run to Client to the extent transferable; Builder's warranty is limited as set forth in Section 7. Client shall be responsible for any additional costs associated with specified premium parts unless otherwise agreed in writing.

4. SCHEDULE; COMPLETION; DELAYS

Builder shall use commercially reasonable efforts to achieve Completion by: . Time is an estimate and subject to change for delays caused by parts availability, Client-requested changes, force majeure, or events beyond Builder's control. Builder shall provide written notice to Client of material delays and an updated estimated completion date.

In the event of delay attributable to Builder beyond thirty (30) days without good cause, Client may, after providing written notice and a reasonable cure period of fifteen (15) days, elect to terminate this Contract in accordance with Section 11.

5. PRICE AND PAYMENT

The total Contract price for the Work is: USD, subject to adjustments for approved Change Orders.

The balance is due upon Completion and prior to release of the bicycle to Client, unless otherwise agreed in writing. Late payments shall accrue interest at .

6. CHANGE ORDERS

Any change to the Specifications or Work shall be made only by a written Change Order signed by both parties, describing the change, adjustment to price, and impact to schedule. Builder may require payment for additional materials and labor prior to commencing the changed Work.

7. WARRANTIES; LIMITATIONS

Builder warrants that the Work will be free from defects in workmanship for a period of from the date of Completion, provided Client pays in full and maintains the bicycle in accordance with normal use and the manufacturer's recommendations. This warranty does not cover damage from accidents, modifications not authorized by Builder, abuse, normal wear and tear, or components subject to separate manufacturer warranty.

BUILDER'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE WORK SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO BUILDER UNDER THIS CONTRACT. IN NO EVENT SHALL BUILDER BE LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

8. INSPECTION AND ACCEPTANCE

Upon Completion, Builder shall notify Client and make the bicycle available for inspection. Client shall inspect and either accept or provide written notice of nonconformity within days. Failure to provide timely written notice shall be deemed acceptance.

9. TITLE AND RISK OF LOSS

Title to the bicycle shall transfer to Client upon payment in full of all amounts due under this Contract. Risk of loss or damage shall pass to Client upon delivery to Client's address or upon Client's receipt at Builder's premises, whichever occurs first.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligence, willful misconduct, or breach of this Contract.

11. TERMINATION

Either party may terminate this Contract for material breach by the other party upon written notice and a thirty (30) day opportunity to cure. Upon termination, Client shall pay Builder for Work performed and materials purchased up to the date of termination.

12. NOTICES

All notices required or permitted under this Contract shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice in accordance with this Section. Notice is deemed given upon personal delivery, nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Contract may be amended only by a written instrument executed by both parties. No waiver of any breach shall be effective unless in writing and signed by the party waiving compliance. This Contract may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

14. GOVERNING LAW; VENUE

This Contract shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Contract.

15. ENTIRE AGREEMENT

This Contract, including any attached Specifications and executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral.

16. SEVERABILITY

If any provision of this Contract is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Contract shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely approximates the parties' intent.

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