Legal Build-A-Bike Agreement

LEGAL BUILD-A-BIKE AGREEMENT

This Build-A-Bike Agreement ("Agreement") is made as of between Client Name: (hereinafter "Client") and Builder Name: (hereinafter "Builder"). Client and Builder each may be referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Builder is engaged in the business of assembling, customizing, repairing and building bicycles and related components in accordance with specifications agreed to by customers; and

WHEREAS, Client desires to retain Builder to perform the assembly and customization of a bicycle described below in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Builder is willing to perform such services pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Work" means the assembly, installation, customization, testing and delivery of the bicycle and any agreed accessories or components described in Section 2. "Completion" means Builder's notification to Client that the Work is substantially complete and ready for delivery or pickup.

2. SCOPE OF WORK

2.1 Builder shall perform the Work as described in the specifications below. The primary bicycle to be built is described as:

2.2 Expected Completion Date: . Builder shall use commercially reasonable efforts to meet the Completion date but shall not be liable for delays caused by force majeure, parts availability, Client changes, or shipping delays.

3. MATERIALS, PARTS AND TITLE

3.1 Unless otherwise agreed in writing, Builder shall procure and supply parts and materials required for the Work. Client shall be notified in writing of any parts that are estimated to exceed the amounts set forth in Section 4. Builder warrants that all new parts provided by Builder are sourced from reputable manufacturers unless Client directs otherwise in writing.

3.2 Title to parts supplied by Builder shall pass to Client upon payment in full for those parts and the portion of the Work to which they relate. Risk of loss for the bicycle and parts shall remain with Builder until delivery to Client or carrier pickup as set forth in Section 6.

4. PRICE AND PAYMENT

4.1 Total Contract Price: $. This price includes labor and the parts expressly set forth in the specifications, but excludes taxes, shipping and handling unless otherwise specified.

4.2 Deposit: Client shall pay a non-refundable deposit of $ upon execution of this Agreement to secure Builder's ordering of parts and scheduling of work. Such deposit shall be applied to the Total Contract Price.

4.3 Payment Terms: The balance shall be paid in accordance with the following schedule: . Final payment is due upon Completion and prior to delivery or release of the bicycle.

5. CHANGE ORDERS

5.1 Any requested changes to the Work, including substitutions, upgrades, or additions, shall be made only by a written change order signed by both Parties. Change orders shall set forth any adjustment to the Contract Price and Completion date. Builder shall not be required to commence changes until any agreed additional deposit or revised schedule is paid.

6. DELIVERY, ACCEPTANCE AND STORAGE

6.1 Delivery Method: . If delivery is arranged by Builder, shipping and insurance costs will be invoiced to Client.

6.2 Acceptance: Client shall inspect the bicycle upon delivery or pickup and shall notify Builder of any nonconformity within seven (7) calendar days. If Client fails to provide such notice within seven (7) days, the Work shall be deemed accepted except for latent defects that were not reasonably discoverable on inspection.

7. WARRANTIES; DISCLAIMER

7.1 Builder warrants that the Work performed by Builder shall be free from defects in workmanship for a period of ninety (90) days from the date of Completion. Builder warrants parts provided by Builder for the longer of the part manufacturer's warranty or ninety (90) days.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, BUILDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. LIMITATION OF LIABILITY

8.1 IN NO EVENT SHALL BUILDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL CONTRACT PRICE PAID BY CLIENT TO BUILDER. IN NO EVENT SHALL BUILDER BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR LOSS OF GOODWILL.

9. INSURANCE; RISK OF LOSS

9.1 Builder represents that Builder maintains general liability insurance customary in the bicycle assembly industry. Client is responsible for insurance coverage once risk of loss passes under Section 3.2 or upon acceptance under Section 6.2, whichever occurs first.

10. INDEMNIFICATION

10.1 Client shall indemnify, defend and hold Builder harmless from and against any third-party claims, damages, liabilities and costs (including reasonable attorneys' fees) arising from Client-supplied parts, Client's specifications, or Client's misuse of the bicycle following acceptance, except to the extent such claims arise from Builder's gross negligence or willful misconduct.

11. CONFIDENTIALITY

11.1 Each Party agrees that it will not disclose confidential technical or commercial information of the other Party obtained in connection with the Work except as required by law. Confidential information does not include information that is or becomes publicly available without breach of this Agreement.

12. TERMINATION

12.1 Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days after written notice. If Client terminates without cause after Builder has ordered parts or commenced work, Client shall be responsible for costs incurred and reasonable cancellation fees.

13. NOTICES

13.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered to the Parties at the addresses set forth below by personal delivery, certified mail, or overnight courier. Notices are effective upon receipt.

14. ASSIGNMENT; SUBCONTRACTING

14.1 Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Builder may subcontract portions of the Work provided Builder remains responsible for performance.

15. GOVERNING LAW; DISPUTE RESOLUTION

15.1 This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction of , without regard to conflict of law principles. The Parties shall attempt in good faith to resolve disputes by negotiation prior to pursuing litigation. Remedies shall be in addition to any other remedies available at law or in equity.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 This Agreement, including any written Change Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written communications. 16.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to render it enforceable while preserving the Parties' intent.

17. AMENDMENTS; WAIVER; COUNTERPARTS

17.1 No amendment or modification of this Agreement shall be binding unless made in writing and signed by both Parties. 17.2 No waiver of any right shall be effective unless in writing. 17.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

ADDITIONAL TERMS

18.1 Client represents that any bicycle frame or components supplied to Builder are free of undisclosed liens and that Client is authorized to have such items serviced. 18.2 Client acknowledges that bicycles inherently carry risk and that adherence to proper assembly, maintenance and safety checks are Client's ongoing responsibility after acceptance.

Sign Now