Lease Agreement
HIRE PURCHASE AGREEMENT CYCLY
THE UNDERSIGNED:
ROAD LESS TRAVELED B.V., registered in Amsterdam and having its office at Leidseplein 12, 1017 PT, and registered in the trade register of the Chamber of Commerce under number 85855170, in this case legally represented by its indirect directors J.J.T. Jansman and S. Hodenpijl, hereinafter referred to as: “Cycly”; and
________, registered in ________ and having its office at the address _____ and registered in the trade register of the Chamber of Commerce under number _______, in this case legally represented by ___________: the "Buyer".
Cycly and Buyer are hereinafter individually also referred to as: “Party” and collectively as: “Parties”.
CONSIDERING:
that Cycly (among others) rents out e-bikes to the business market (B2B) and offers them for (hire) purchase via its platform(s), including website(s), such as ridecycly.com (the “Platform”);
that Buyer wishes to purchase an e-bike (Cycly) – as chosen by Buyer on the Platform and/or based on a quote from Cycly (the “Purchased”) – in hire purchase and Cycly wishes to sell the Purchased to Buyer in hire purchase; and
Article 1 – Hire Purchase of Purchased and Condition Precedent
Cycly hereby declares to sell the Purchased in hire purchase to Buyer, who declares to have purchased the Purchased in hire purchase from Cycly, under the terms and conditions as stated in this Agreement.
This Agreement enters into force on the date of complete (digital) signature and is concluded for a fixed term of two (2) years, subject to the possibility of termination by Cycly under article 5 below.
Cycly will deliver the Purchased in principle within fourteen (14) days after the signing of this Agreement (to) and provide it in working order at the ground floor of the address indicated by Buyer on the Platform.
The ownership of the Purchased shall at some point during the term of this Agreement transfer to the hire purchaser under the suspensive condition that Buyer fully complies with any obligations owed to Cycly at any time.
Article 2 – Rent Payment and Loan
Parties have agreed on the hire purchase price for the Purchased on the Platform or based on a quote provided by Cycly to Buyer (the “Hire Purchase Price”), at least Buyer has accepted the offer made by Cycly at its own discretion.
Buyer pays EUR 250 (two hundred fifty euros) to Cycly for delivery, so that the remaining amount of the (bare) Hire Purchase Price remains as a loan amount (the “Loan”).
Payment of the Hire Purchase Price, or the Loan, shall be made by Buyer to Cycly in twenty-four (24) equal monthly installments, each due on or before the first day of the following month, without any discount, set-off or suspension.
Buyer is at all times entitled to make early repayments. In such case, Cycly is entitled to compensation for all its costs related to the early repayment.
Buyer has already given a SEPA direct debit authorization to Cycly or will do this by separate authorization. To the extent necessary, Buyer hereby grants Cycly permission to send continuous (principally monthly) direct debit instructions to Buyer’s bank in order to debit the Hire Purchase Price, or the Loan, from Buyer’s bank account as well as the (advance) payment described in article 2.2 above. If Buyer disagrees with a debit, Buyer may have such debit reversed – at their own risk. Buyer must simultaneously inform Cycly in writing and with reasons regarding this reversal. Such a request must be made within eight (8) weeks from the date of the debit and Buyer must verify the (bank) conditions in this regard.
(Other) Payments by Buyer to Cycly must be made by crediting the bank account of Cycly with IBAN: NL79 INGB 0675 9055 59.
If Buyer defaults in timely payment of any (part of a) Hire Purchase Price, or (a part of) the Loan, then Buyer is by operation of law in default and is then liable for statutory interest. The interest on the payable amount will be calculated from the moment the Buyer is in default until the moment of payment of the total amount owed. Furthermore, without requiring a formal notice of default or reminder, Buyer owes Cycly a penalty of EUR 100 (one hundred euros) per separate instance of default and EUR 10 (ten euros) per day for each day that a case of default continues, without prejudice to Cycly's right to demand performance of the relevant obligation, and to claim compensation for any damages.
In the event that Cycly is compelled to take collection measures due to the non-payment of the Hire Purchase Amount(s), all resulting costs will be borne by the Buyer. Collected or paid amounts will first be applied to reduce the owed collection costs, then to reduce the owed statutory interest, and subsequently to reduce the owed amount.
Article 3 - Usage Guidelines
Buyer declares to accept the Purchased in good condition (of maintenance) and without noticeable defects by an expert.
As long as Buyer has not fulfilled the entire Hire Purchase Price and all amounts owed in this regard, Buyer is entitled to use the Purchased according to its intended purpose. Buyer will take good care of the Purchased as a good father and maintain it properly, carrying out all necessary repairs, of any nature and for any cause necessitated, promptly either on Buyer’s own initiative or at simple written, electronic or oral request, or summons, from Cycly or its authorized representative, by an expert designated by Cycly.
Cycil and/or its authorized representative are hereby irrevocably granted the right of free access to the location where the Purchased is located or can reasonably be expected to be found. Buyer will be obliged to cooperate as needed. Buyer shall not change the configuration or appearance of the Purchased and shall ensure that, if the enjoyment of the Purchased is granted to third parties, this shall entirely be at Buyer’s expense and risk. Buyer indemnifies Cycly against all possible damage and costs in this regard.
The Purchased is from this date entirely at Buyer’s expense and risk. Buyer shall, notwithstanding any depreciation, damage, or loss, for whatever cause, be obliged to comply with all obligations arising for him/her from this Agreement and the law.
As long as the Purchased has not transferred in ownership to Buyer, Buyer shall be obliged to insure the Purchased as well as the risks arising from the use of the Purchased for his/her own account – where possible also for the benefit of Cycly, preferably as a co-insured – all-risk (including but not limited to, a product liability insurance).
Buyer is obliged to use the Purchased in such a way that it does not violate any law, any local regulation, or any other governmental provision.
Buyer is obliged to take timely appropriate measures to prevent damage to and/or by the Purchased. If any damage as referred to here nonetheless occurs, Buyer must immediately inform Cycly in writing and is fully liable to Cycly and to third parties affected.
Article 4 – Defects, Liability, and Indemnification
Cycly is not liable for:
the consequences of defects that arose after the conclusion of this Agreement, unless there is intent or gross negligence on the part of Cycly;
the consequences of defects that Cycly did not know or ought to have known at the time of entering into this Agreement;
the consequences of defects for which there is no intent or gross negligence on the part of Cycly;
any damage incurred by Buyer as a result of a later provision of the Purchased by Cycly to Buyer, unless that later provision of the Purchased to Buyer is based on intent or gross negligence of Cycly (see the provisions regarding this in article 6 below);
damage caused to a person or property of Buyer who has possession of the Purchased, or to third parties present or involved with the Purchased, unless it involves damage as a result of intent or gross negligence on the part of Cycly;
any indirect damage or consequential damage; and/or
damage caused by any defect of the Purchased or as a result of improper use of the Purchased by Buyer and/or a third party – either related to Buyer or not.
Buyer has no right to reduction of the Hire Purchase Price, or the Loan, or to suspension or set-off of an obligation to pay or to annulment or termination of the Agreement, in the event of a reduction of enjoyment due to one or more defects regarding the Purchased, unless it involves defects resulting from intent or gross negligence on the part of Cycly.
Buyer is liable to Cycly for all damage to the Purchased unless Buyer proves that neither Buyer nor persons for whom Buyer bears responsibility and/or liability in relation to Cycly are to blame for the occurrence of that damage. This exception does not affect the obligations of Buyer regarding maintenance and repair under this Agreement.
Buyer indemnifies Cycly against all possible damage and costs regarding any claims from third parties, including – but not limited to – product liability, directly or indirectly related to the Purchased.
Article 5 – Termination
Cycly is entitled to terminate the Agreement, without notice of default, without observing any notice period and any obligation to provide compensation, in whole or in part, if:
Buyer is declared bankrupt;
Buyer applies for suspension of payments, and/or has offered a private agreement to creditors or has made an agreement under the WHOA, or such an agreement is offered;
seizure is made of all or part of Buyer's assets or the Purchased;
the Purchased is so damaged that, in the binding judgment of an expert designated by Cycly, repair is no longer justified; and/or
Buyer fails to meet any legal obligation, or any (payment) obligation arising from this Agreement.
Cycly is entitled, in the cases mentioned in article 5.1 above, to demand the Hire Purchase Amount(s) owed to Cycly, or the Loan, immediately in full, to take back the Purchased and to claim compensation.
Buyer is obliged to immediately inform Cycly in writing if a circumstance occurs as referred to in article 5.1 above. In the event that a circumstance as referred to in article 5.1 sub v above occurs, Buyer is by operation of law in default and any debt to Cycly is immediately due.
Article 6 – Provision of Purchased and Processing Personal Data
Buyer has no right to annulment or termination of this Agreement due to the later provision of the Purchased to him/her, unless that later provision is based on intent or gross negligence of Cycly and that later provision is of such nature or scope that the Buyer cannot reasonably be required to uphold the Agreement.
If Buyer does not deliver or provide the Purchased to Cycly after termination of this Agreement, wherein the ownership of the Purchased has not transferred to Buyer, Buyer is, without any notice of default or reminder being necessary, liable to pay Cycly a penalty of EUR 1,000 (one thousand euros) per separate instance of default and EUR 100 (one hundred euros) per day for each day that a case of default continues, without prejudice to Cycly's right to demand performance of the relevant obligation and to claim damages.
Buyer hereby grants Cycly permission to process Buyer’s (personal) data in accordance with applicable legislation.
Article 7 – Penalty
If Buyer violates the provisions in this Agreement, Buyer forfeits immediately and without further notice or other formalities and without judicial intervention a – whether or not supplementary – penalty of EUR 100 (one hundred euros) per day, including a portion of a day, and each subsequent (portion of a) day that the violation continues, without prejudice to Cycly's right to claim performance and/or damages for actual damages.
Article 8 – No Transfer
Buyer is not entitled to transfer his/her rights, obligations, and/or interests under this Agreement in whole or in part to third parties other than permitted according to the content of this Agreement and except with the prior written consent of Cycly.
Article 9 – Proof of Cycly's Administration
The (digital) administration of Cycly serves as full proof in relation to everything provided in this Agreement, except for counterproof to be provided by Buyer.
Article 10 – Nullity
If any provision of this Agreement is wholly or partially void, voidable or in conflict with the law, that provision is deemed to stand alone and not to apply. The nullity, voidability, or conflict with the law will not affect the other provisions of this Agreement but will be replaced by a provision of similar meaning that is not wholly or partially void, voidable, or in conflict with the law.
Article 11 – Entire Agreement
This Agreement – together with the information provided by Buyer via the Platform as well as any quote sent by Cycly to Buyer – encompasses all agreements between Cycly and Buyer, and there are no promises, provisions, conditions, obligations, or guarantees, written or verbal, explicit or implicit, other than those laid down in this Agreement, the aforementioned information provided by Buyer via the Platform, and the eventual quote sent by Cycly to Buyer.
Article 12 – Applicable Law and Jurisdiction
12.1 Dutch law applies to this Agreement.
12.2 All disputes, disagreements, or claims arising from or relating to this Agreement, or the non-performance, termination or invalidity thereof, will be exclusively submitted to the competent court in Amsterdam.
AGREED AND SIGNED BY:
ROAD LESS TRAVELED B.V. (CYCLY)
________________________ ________________________
By: J.J.T. Jansman By: S. Hodenpijl
Title: director Cycly Title: director Cycly
Place: Amsterdam Place: Amsterdam
Date: 13-01-2023 Date: 13-01-2023
2. BUYER
________________________ signature:
By: __________________
Title:___________________
Place: _________________
Date: ________________ _________________________