Wholesale Terms of Service

1. Introduction and Acceptance

1.1 Master Agreement. These Wholesale Terms of Service (“Terms” or “Agreement”) constitute the master agreement governing the wholesale relationship between Ryden (“we,” “us,” “our,” or “Ryden”) and wholesale buyers (“Buyer” or “you”). These Terms govern all aspects of the wholesale relationship including account setup, orders, payments, shipments, returns, IP rights, and dispute resolution.

1.2 Acceptance. By submitting a wholesale application, placing an order, or otherwise engaging in the wholesale relationship with Ryden, you accept these Terms in full. If you do not accept these Terms, you must not engage in the wholesale relationship.

1.3 Relationship to Other Policies. These Terms operate alongside the following policies, all of which form part of the wholesale agreement:

1. Net Terms Policy;
2. Return and Defect Policy;
3. Shipping and Freight Policy;
4. Customs and Import Documentation Policy;
5. Quality Testing Policy;
6. Privacy Policy.

In the event of conflict between these Terms and any other policy, these Terms govern unless the conflict involves a regulatory or legal requirement that takes precedence.

1.4 Modification. Ryden reserves the right to amend these Terms with thirty (30) days’ notice to active wholesale buyers. Material changes require buyer acknowledgment before continuing the wholesale relationship. Continued purchasing after the effective date of amendments constitutes acceptance.

1.5 Authority of Agreement. This Agreement supersedes all prior or contemporaneous oral or written communications, proposals, and representations regarding the subject matter, except as expressly incorporated by reference.

2. Account Eligibility

2.1 Required Eligibility Criteria. To establish a wholesale account with Ryden, you must:

1. Be a Registered Business Entity: Operate as a registered legal business entity in your jurisdiction (corporation, limited liability company, partnership, sole proprietorship with business registration, or equivalent);
2. Provide Business License Verification: Submit current business license documentation verifying your registered status and authorization to conduct business;
3. Meet Minimum Order Value: Place a first order meeting our minimum order value threshold of USD 2,500;
4. Satisfy MOQ per SKU: Order each SKU at or above the minimum order quantity per SKU as documented in our catalog;
5. Pass Industry Vetting: Demonstrate genuine participation in the bike industry through trade reference verification, including references from bike industry suppliers, manufacturers, or trade association membership;
6. Operate in a Permitted Geographic Market: Operate in a market where Ryden ships and complies with applicable trade regulations.

2.2 Trade Reference Verification. Industry vetting includes:

1. Provision of three (3) trade references from current bike industry suppliers, manufacturers, or trade partners;
2. Trade references contacted by Ryden for verification of buyer’s industry standing and business legitimacy;
3. Verification of buyer’s industry tenure and operational scale.

2.3 Geographic Restrictions. Some markets are subject to geographic restrictions based on:

1. International sanctions or trade restrictions;
2. Shipping operational limitations;
3. Customs and import restrictions;
4. Other commercial considerations.

Current restricted markets are confirmed at the time of wholesale application.

2.4 Application Review. Ryden reviews wholesale applications within ten (10) business days. Outcomes include:

1. Approval: Wholesale account established with credit terms per the Net Terms Policy;
2. Conditional Approval: Application approved subject to specific conditions (e.g., additional reference verification, minimum order requirements);
3. Denial: Application denied. Ryden may provide general reasons without disclosing specific third-party reference details.

2.5 Account Maintenance. To maintain wholesale account status:

1. Maintain genuine bike industry operations;
2. Comply with these Terms and related policies;
3. Maintain satisfactory payment history;
4. Update account information as it changes;
5. Maintain regulatory compliance in your operating market(s).

2.6 Account Suspension and Termination. Ryden may suspend or terminate wholesale accounts for:

1. Material breach of these Terms or related policies;
2. Sustained late payment patterns;
3. Loss of bike industry status;
4. Misrepresentation in application materials;
5. Insolvency, bankruptcy, or business cessation;
6. Other circumstances constituting good cause.

3. Quotes and Orders

3.1 Quote Process.

1. Quote Request: Buyer submits a quote request via the wholesale portal, email, or sales communication;
2. Quote Response: Ryden responds within [X business hours, typically 24 to 48] with unit pricing, MOQ, lead time, freight estimate, and applicable Incoterms;
3. Quote Validity: Quotes are valid for thirty (30) calendar days from issuance unless otherwise specified.

3.2 Order Placement.

1. Purchase Order: Buyer submits a formal purchase order referencing the quote, confirming SKUs, quantities, prices, Incoterm, and shipping details;
2. Order Confirmation: Ryden issues an Order Confirmation upon receipt of the purchase order and applicable payment or credit authorization;
3. Order Acceptance: Ryden’s Order Confirmation constitutes acceptance of the Buyer’s purchase order. Order processing begins upon confirmation.

3.3 Pricing.

1. Quote-Based Pricing: Prices are established at quote stage and locked at the time of Order Confirmation;
2. Currency: Prices are quoted in USD unless otherwise agreed;
3. Pricing Errors: Where pricing errors are identified after Order Confirmation, Ryden notifies the Buyer and either confirms the corrected price (with Buyer’s option to proceed or cancel) or proceeds at the originally confirmed price at Ryden’s discretion.

4. Order Modification and Cancellation

4.1 Order Modifications. Order modifications are accepted within forty-eight (48) hours of Order Confirmation, subject to:

1. Production stage of the order (modifications easier before production commencement);
2. Type of order (stock orders more flexible than custom orders);
3. Administrative fee for modifications: 5% of order value.

4.2 Stock Order Cancellation.

1. Before Dispatch: Stock orders may be cancelled before dispatch with a restocking fee of five to ten percent (5 to 10%) of the order value, depending on order size and processing stage;
2. After Dispatch: Stock orders cannot be cancelled after dispatch. Shipments en route are completed to the Buyer with payment due per the original terms.

4.3 Private Label and Custom Branding Order Cancellation.

1. Before Sample Sign-Off: Cancellable with payment for sample preparation costs incurred;
2. After Sample Sign-Off but Before Production Commencement: Cancellable with payment for committed materials and production resources;
3. After Production Commencement: Non-cancellable. Buyer remains responsible for full payment of the order.

4.4 Force Majeure Cancellation. Where events beyond either party’s reasonable control prevent order fulfillment, both parties may agree to cancellation without penalty. Force majeure events include natural disasters, government actions, sustained transportation disruptions, pandemic-related disruptions, and similar events.

5. Payment Terms

5.1 Payment Terms. Payment terms are governed by the Net Terms Policy. Summary:

1. First Orders: 100% prepayment via T/T or L/C;
2. Net 30: Available after three (3) successful prepaid orders plus credit verification;
3. Net 60: Available for established 12+ month buyers with continued satisfactory performance;
4. L/C: Available throughout the relationship.

5.2 Late Payment. Late payment consequences are governed by Section 5 of the Net Terms Policy, including late payment interest accrual, credit term suspension, and collection costs.

5.3 Disputed Invoices. Disputed invoices must be raised within thirty (30) days of invoice receipt. Disputed amounts not raised within this period are deemed accepted.

6. Shipping and Delivery

6.1 Shipping Terms. Shipping terms are governed by the Shipping and Freight Policy, including Incoterms selection, lead times, freight insurance, dangerous goods handling, and shipping documentation.

6.2 Risk of Loss and Title.

1. Risk of Loss: Transfers per the applicable Incoterms;
2. Title: Title transfers from Ryden to Buyer upon Ryden’s receipt of full payment for the goods, regardless of Incoterms (retention of title until full payment).

7. Returns and Defects

7.1 Return and Defect Procedures. Returns and defect handling are governed by the Return and Defect Policy:

1. Defect-only returns via credit / replacement (no physical returns standard);
2. 14-day defect notification window from Receipt;
3. Photographic evidence required;
4. Resolution paths: replacement, credit, refund, or repair (where applicable), with buyer’s choice.

8. Private Label and Custom Branding

8.1 Private Label Services. Ryden offers private label services for selected SKUs across catalog categories. Private label terms include:

1. MOQ per SKU configuration;
2. Sample approval process per Section 11 of the Quality Testing Policy;
3. Production lead times per the Shipping and Freight Policy;
4. Certification testing where required for regulated categories.

8.2 Custom Branding Services. Custom branding services apply buyer-supplied branding (logos, graphics, artwork) to existing certified products. Custom branding terms include:

1. Artwork approval process;
2. MOQ per branded SKU configuration;
3. Production lead times per the Shipping and Freight Policy.

8.3 Buyer’s Branding Materials. Buyer is responsible for providing branding materials including:

1. High-resolution artwork in agreed formats;
2. Color specifications (Pantone references where applicable);
3. Placement specifications;
4. Approval of physical samples before production.

9. Warranties

9.1 Limited Manufacturer Warranty. Products supplied by Ryden carry limited manufacturer warranties against manufacturing defects in materials and workmanship for the warranty periods specified per product category. Warranty periods are documented in product specifications and at quote stage.

9.2 Warranty Coverage. Manufacturer warranties cover:

1. Manufacturing defects in materials and workmanship;
2. Defects rendering products unfit for their intended use within the warranty period.

9.3 Warranty Exclusions. Manufacturer warranties exclude:

1. Wear from normal use;
2. Damage from misuse, modification, or improper installation;
3. Damage from shipping or handling after Receipt by Buyer;
4. Damage from buyer’s customers’ use after onward sale;
5. Cosmetic wear and color variations within manufacturing tolerances;
6. Crash damage on cycling products (treated as replacement scenarios, not warranty claims);
7. Damage from environmental factors not consistent with intended use;
8. Failure caused by use of incompatible accessories or modifications.

9.4 Warranty Claim Process. Warranty claims follow the defect notification process under the Return and Defect Policy.

9.5 Disclaimer of Implied Warranties. [LEGAL REVIEW REQUIRED: IMPLIED WARRANTY DISCLAIMERS ENFORCEABILITY VARIES BY JURISDICTION] To the maximum extent permitted by applicable mandatory law, Ryden disclaims all implied warranties including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, except where such disclaimer is prohibited by mandatory applicable law in the relevant jurisdiction.

10. Intellectual Property

10.1 Ryden’s IP Rights. Ryden retains all intellectual property rights in:

1. Ryden-branded SKU designs and underlying product designs;
2. Ryden’s trademarks, logos, brand identity, and trade names;
3. Ryden’s website, content, photography, and catalog materials;
4. Ryden’s software, systems, and operational technology;
5. Ryden’s confidential business information and trade secrets.

10.2 Buyer’s IP Rights. Buyer retains all intellectual property rights in:

1. Buyer’s brand identity, trademarks, and logos;
2. Buyer’s artwork, graphics, and branding materials supplied to Ryden;
3. Buyer’s confidential business information.

10.3 Limited License to Buyer. Ryden grants Buyer a limited, non-exclusive, non-transferable license to:

1. Resell Ryden-supplied products in their original or branded form to end customers in the Buyer’s market;
2. Use Ryden’s product imagery and standard catalog descriptions for marketing purposes consistent with the wholesale relationship.

This license does not authorize:

1. Modification of Ryden products in ways that affect certification, safety, or brand integrity;
2. Reverse engineering or reproduction of Ryden’s designs;
3. Use of Ryden’s trademarks except as necessary for legitimate resale;
4. Sublicensing rights to third parties.

10.4 Buyer’s Branding Materials License. When Buyer provides branding materials for custom branding or private label work, Buyer grants Ryden a limited, non-exclusive license to:

1. Apply Buyer’s branding to products manufactured for Buyer;
2. Use Buyer’s branding materials solely for production purposes per the specific order.

This license terminates upon completion of the order. Ryden does not retain rights to Buyer’s branding materials.

10.5 IP Counterfeiting and Reproduction Prohibitions. Buyer agrees not to:

1. Reproduce Ryden’s designs without authorization;
2. Reverse engineer Ryden products;
3. Counterfeit Ryden products or branding;
4. Use Ryden’s designs or IP for unauthorized purposes.

11. Intellectual Property Indemnification

11.1 Buyer’s Indemnification for Buyer-Supplied Materials. Buyer indemnifies and holds Ryden harmless from claims, damages, costs, and expenses (including reasonable legal fees) arising from:

1. IP infringement claims based on Buyer-supplied branding materials, artwork, or specifications;
2. Buyer-directed product modifications causing IP infringement;
3. Buyer’s use of Ryden products in violation of Ryden’s IP or third-party IP.

11.2 Ryden’s Indemnification for Ryden-Provided Designs. [LEGAL REVIEW REQUIRED: SIGNIFICANT EXPOSURE TO RYDEN] Ryden indemnifies and holds Buyer harmless from claims, damages, costs, and expenses (including reasonable legal fees) arising from third-party IP claims that:

1. Ryden-provided designs infringe third-party IP rights;
2. Ryden-supplied branded products (resold by Buyer in their original form) infringe third-party IP rights.

11.3 Indemnification Limits. [LEGAL REVIEW REQUIRED: STANDARD INDEMNIFICATION CAP STRUCTURE] Mutual indemnification under this Section is subject to the following limits:

1. Cap on Direct Damages: Each party’s indemnification obligation is capped at the total purchase price of the products giving rise to the claim, except for IP infringement claims supported by formal legal action;
2. Exclusion of Consequential Damages: Neither party is liable for indirect, consequential, incidental, or special damages, including lost profits, business interruption, or loss of opportunity;
3. Notification and Cooperation: The indemnified party must promptly notify the indemnifying party of any claim and reasonably cooperate in the defense.

11.4 IP Due Diligence. Both parties commit to reasonable IP due diligence:

1. Ryden: Maintains IP due diligence at the supplier level to verify Ryden’s catalog does not knowingly infringe third-party IP;
2. Buyer: Verifies Buyer-supplied branding materials are owned by Buyer or properly licensed.

12. Confidentiality

12.1 Confidential Information Definition. “Confidential Information” includes:

1. Wholesale pricing information;
2. Trade secrets and proprietary business information;
3. Supplier identities and supplier-specific terms;
4. Buyer-specific operational details;
5. Quality metrics specific to individual buyers;
6. Strategic plans, expansion plans, and future product information.

12.2 Confidentiality Obligations. Each party agrees to:

1. Maintain confidentiality of the other party’s Confidential Information;
2. Use Confidential Information solely for purposes of the wholesale relationship;
3. Limit access to Confidential Information to personnel needing access for the relationship;
4. Not disclose Confidential Information to third parties without consent (except as required by law).

12.3 Duration. Confidentiality obligations survive termination of the wholesale relationship for five (5) years.

12.4 Exclusions. Confidentiality obligations do not apply to information:

1. Publicly available through no breach of these Terms;
2. Independently developed by the receiving party;
3. Required to be disclosed by law or court order (with notice to the disclosing party where legally permissible).

13. Limitation of Liability

13.1 Aggregate Liability Cap. Each party’s aggregate liability under this Agreement is limited to:

1. For Direct Damages: The total purchase value of products giving rise to the claim or the USD value of the last twelve (12) months of trade, whichever is greater;
2. For Indemnification Claims: As specified in Section 11.3.

13.2 Exclusion of Consequential Damages. Except for IP indemnification under Section 11 or breaches of confidentiality under Section 12, neither party is liable for:

1. Indirect, consequential, incidental, special, or punitive damages;
2. Lost profits, lost revenue, or lost business opportunities;
3. Business interruption;
4. Third-party claims (except as specifically indemnified).

13.3 Mandatory Law Carveout. Limitations in this Section do not apply where:

1. Mandatory applicable law prohibits such limitations;
2. Fraud, willful misconduct, or gross negligence is involved;
3. Personal injury or death caused by negligence is at issue;
4. Other circumstances prevent enforceability of limitations under applicable law.

14. Records and Audit

14.1 Buyer’s Records. Buyer shall maintain accurate records of:

1. Ryden product purchases for the duration of the wholesale relationship plus seven (7) years;
2. Onward sales of Ryden products including end-customer information where relevant for regulatory compliance;
3. Quality issues, defects, and complaints relating to Ryden products.

14.2 Audit Rights. With reasonable notice, Ryden may audit Buyer’s records relating to:

1. Compliance with these Terms;
2. Quality issues affecting product safety;
3. Use of Ryden’s IP;
4. Regulatory compliance affecting Ryden’s interests.

Audit costs are typically borne by the auditing party, except where audit reveals material breach.

15. Termination

15.1 Termination by Either Party Without Cause. Either party may terminate the wholesale relationship with thirty (30) days’ written notice.

15.2 Termination by Ryden for Cause. Ryden may terminate the wholesale relationship immediately for:

1. Material breach by Buyer of these Terms or related policies;
2. Buyer’s insolvency, bankruptcy, or business cessation;
3. Material misrepresentation by Buyer in application or order documentation;
4. Sustained late payment patterns;
5. Other circumstances constituting good cause.

15.3 Termination by Buyer for Cause. Buyer may terminate the wholesale relationship immediately for material breach by Ryden of these Terms.

15.4 Effects of Termination.

1. Outstanding Obligations: All outstanding obligations under existing orders survive termination;
2. Outstanding Invoices: All outstanding invoices become immediately due and payable;
3. Confidentiality Continues: Confidentiality obligations continue per Section 12;
4. License Termination: Limited licenses under Section 10 terminate;
5. No Further Orders: No new orders are accepted from terminated Buyers.

16. Force Majeure

16.1 Force Majeure Events. Neither party is liable for delays or failures in performance due to events beyond reasonable control, including:

1. Natural disasters;
2. Government actions, regulations, or restrictions;
3. Pandemic-related disruptions;
4. Sustained transportation disruptions;
5. Supplier failures beyond the affected party’s control;
6. Acts of war, terrorism, or civil unrest;
7. Strikes or labor disruptions affecting performance.

16.2 Notification. The party affected by force majeure shall notify the other party promptly with details of the affected obligations and expected duration.

16.3 Performance Resumption. Performance resumes as soon as practicable after force majeure events end. Material delays may trigger right to terminate affected obligations.

17. Governing Law and Dispute Resolution

17.1 Governing Law. This Agreement is governed by the laws of [governing jurisdiction — to be specified with counsel], without regard to conflict of law principles.

17.2 Arbitration. Any dispute arising from or relating to this Agreement that cannot be resolved through good-faith negotiation between the parties shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the time. The seat of arbitration shall be Singapore. The language of arbitration shall be English. The arbitral tribunal shall consist of one arbitrator unless the dispute exceeds USD 250,000, in which case the tribunal shall consist of three arbitrators.

17.3 Provisional Remedies. Either party may seek provisional or interim remedies (including injunctive relief) in any court of competent jurisdiction.

17.4 Limitation Period. Claims arising under this Agreement must be brought within two (2) years of the date the claim arose, except where applicable mandatory law provides otherwise.

18. General Provisions

18.1 Entire Agreement. This Agreement, together with the policies referenced in Section 1.3, constitutes the entire agreement between the parties regarding the wholesale relationship.

18.2 Severability. If any provision of this Agreement is found unenforceable, the remaining provisions remain in full force and effect. The unenforceable provision is reformed to the maximum extent permitted to give effect to the parties’ intent.

18.3 No Waiver. No waiver of any provision is effective unless in writing. Waiver of one breach does not constitute waiver of subsequent breaches.

18.4 Assignment. Buyer may not assign this Agreement without Ryden’s prior written consent. Ryden may assign this Agreement in connection with a sale of business or restructuring with notice to Buyer.

18.5 Notices. Notices under this Agreement are delivered to:

1. To Ryden: [address to be specified] with copy to contact@ryden.store;
2. To Buyer: The address and email on file with Ryden, updated by Buyer as needed.

Notices are effective upon delivery (mail) or transmission (email) to the designated address.

18.6 Survival. Provisions intended to survive termination (confidentiality, IP, indemnification, limitation of liability, dispute resolution) survive termination of this Agreement.

18.7 Independent Contractor Relationship. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

18.8 Counterparts and Electronic Signature. This Agreement may be accepted electronically and is valid in electronic form.

18.9 Headings. Section headings are for convenience only and do not affect interpretation.

18.10 Language. This Agreement is in English. If translated to other languages, the English version controls in case of inconsistency.

19. Contact

19.1 General Wholesale Inquiries.

Ryden Wholesale
Email: contact@ryden.store
Phone: [wholesale phone to be specified]
Address: [registered address to be specified]

19.2 Legal Notices.

Email: contact@ryden.store
Mail: [registered address to be specified], Attention: Legal

19.3 Account Management.

Email: contact@ryden.store
Phone: [accounts phone to be specified]

This master agreement incorporates six policies

These Terms govern the overall wholesale relationship. The operational details live in six policies referenced in Section 1.3 and forming part of this agreement: Net Terms Policy, Return and Defect Policy, Shipping and Freight Policy, Customs and Import Documentation Policy, Quality Testing Policy, and Privacy Policy.

New to Ryden Wholesale? Apply for a wholesale account. Questions on these Terms? Email contact@ryden.store.