Terms of Preliminary Reservation
Please read these Terms of Preliminary Reservation carefully before making a preliminary reservation. This is only a preliminary reservation for you to indicate your interest in our motorcycles. This is NOT a final reservation to purchase one of our motorcycles. We offer our motorcycles for sale only in selected countries. Please see our Website for the current up to date list of such countries. If you reside in one of those countries, please follow the instructions on the Website to make an actual reservation to purchase a motorcycle in such country.
You are making this Agreement with Verge Motorcycles OÜ in Estonia, in short “Verge”, “we”, “us”, “our”. Your future agreement to purchase the motorcycle may be with another Verge Motorcycles company.
If you reside in the USA, the Section titled “Dispute Resolution and Arbitration Provision” substantially affects your and our legal rights in the event of a dispute. Please read it carefully.
You represent and warrant to us that you are at least 18 years of age. If you are accepting these Terms and making a reservation on behalf of a company, organization or entity (an “Entity”), you represent and warrant that you have the authority to bind that Entity to these Terms and such Entity agrees to be bound by these Terms.
As part of the reservation, you will be charged a reservation fee of EUR 100 (one hundred). The payment of the reservation fee must be completed successfully to validate your reservation. This is a preliminary reservation only and these Terms do not constitute an offer – or an agreement – for the sale of a motorcycle and do not contain the terms specific to a final purchase of a motorcycle, such as price and delivery place and date. You will be contacted later with a separate offer and terms for the actual purchase of the motorcycle – see Section 3 immediately below.
The offer to reserve an electric motorcycle from Verge contemplated by these Terms is not directed at any person in any jurisdiction where (by reason of nationality, residence or otherwise) the access to or availability of such reservation or purchase is prohibited or which would be subject to any restriction, including registration or other requirements within such jurisdiction. Verge reserves the right to limit the ability of such persons to reserve an electric motorcycle. These Terms do not constitute an offer to reserve an electric motorcycle in any jurisdiction where such offer is prohibited.
You will be contacted by email before the production of motorcycles will begin for sale in your jurisdiction, giving you a more accurate estimate of the time of delivery and also to discuss the customizable options. At that time, Verge will make you an offer to buy the motorcycle. You then have the option to accept our offer within the deadline provided in that email by placing a binding order. The delivery location will also be finalized at that time. You will need to select how the final balance (minus the reservation fee of EUR 100, which will be credited against the final purchase amount) will be paid.
To complete the purchase of your Verge motorcycle at that time, you will need to agree to and accept our Terms of Sale (“Final Terms of Sale”), which will include additional terms and conditions, including the final price sheet for the vehicle you ultimately select and which will also include any additional charges, such as for taxes, shipping, title, registration, insurance, customs, duties and other charges. Except as may be set forth in Final Terms of Sale, we make no guaranty as to the delivery date of a motorcycle. The Final Terms of Sales may be made with another Verge entity.
Verge reserves the right to change these Terms at any time upon posting of an updated copy of the Terms or otherwise providing notice to you of such updated Terms. If you disagree with any changes to these terms, you are entitled, and your sole remedy will be, to cancel your reservation. For residents of the USA, any amendments to the Dispute Resolution and Arbitration Provision will not apply prospectively if they have a material adverse impact on your rights and you were not given the right to reject the amendment or modification. Verge also reserves the right to modify, alter or change the specifications, features or design of the bike.
Cancellation of reservation
You are entitled to cancel your reservation until the time you have signed or accepted the Final Terms of Sale. We urge you to contact us as soon as possible if you wish to cancel your reservation. The reservation fee will be refunded to you.
Verge may cancel your reservation at any time for any or no reason, for example, to avoid over-subscription, if we suspect you are placing the reservation for commercial resale purposes, or in the event that Verge is not able to deliver to your country due to regulatory or similar issues. The reservation fee will be refunded to you.
Limitation of liability
Except as otherwise provided by applicable law, in no event shall we or any of our affiliates, and their respective officers, employees, licensors and partners be liable to you or any third party for consequential, indirect, incidental, special, exemplary or punitive damages or loss of profit arising out of, relating to, or in connection with this agreement, regardless of (i) whether such damages were foreseeable; (ii) whether or not we were advised of the possibility of such damages; and (iii) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.
Except as otherwise provided by applicable law, in no event shall our or any of our affiliates, or their respective officers’, employees’, licensors’ and partners’ aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the reservation fee you paid to us pursuant to this Agreement.
The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. In some locations applicable mandatory law may not allow certain of the limitations described above, in which case such limitations will apply to the maximum extent allowed by such applicable law.
Verge disclaims any warranties, express or implied, with respect to the prototype and pre-production motorcycles displayed by Verge on its Website or elsewhere whether before or after you have placed the reservation. You understand and agree that the motorcycle, its design, specifications and features are currently under further development and that the motorcycle that may be available for purchase by you may be different from the prototype and pre-production motorcycles. If for any reason you are unhappy with the final version of the motorcycle to be offered to you by Verge, your sole and exclusive remedy will be to cancel your reservation prior to signing or accepting the Final Terms of Sale.
If a court of competent jurisdiction determines that any provision of this Agreement is unenforceable, the remainder of this Agreement will remain in full force and effect and the unenforceable provision will be deemed to be amended to the extent necessary.
You may not assign your rights under these Terms without our express prior consent. We may assign these Terms or your reservation fee in our discretion without your consent.
The failure by Verge to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Verge.
Neither Verge nor you will be liable for failing to fulfill any obligation under this Agreement that results from a force majeure event beyond our reasonable control. Such events may include, but are not limited to, pandemics, epidemics, acts of terrorism, war, insurrections, riots, material change in applicable law or regulation or decisions by governmental authorities, unavailability of materials, strikes, or natural or man-made disasters.
If you reside in any other country except the USA, these Terms shall be governed by and construed in accordance with the laws of Estonia, without regard to the principles of conflicts of law of any jurisdiction. Except as set forth in the Dispute Resolution and Arbitration Provision below, if you reside in the United States, these Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to the principles of conflicts of law of any jurisdiction.
Dispute Resolution and Arbitration Provision
Verge and you shall use their best efforts to settle by amicable negotiations any disputes which may occur between Verge and you arising out of or relating to these Terms; the existence, validity, termination, interpretation of any term hereof; and the relationship between Verge and you resulting from any of the foregoing (collectively, “Claims”).
If you reside in any country or territory other than the USA, and if Verge and you fail to reach an amicable settlement of any Claims within 45 days, any Claim shall be settled by the Harju County Court in Tallinn, Estonia. If are a consumer and you reside in the European Union, Norway, Iceland or Liechtenstein, you may also report your matter on the online platform of the EU Commission: http://ec.europa.eu/odr, where you can also find further information about alternative dispute resolution in business-to-consumer relationships.
If you reside in the USA, and if Verge and you fail to reach an amicable settlement of any Claims within 45 days, either party may elect to refer such Claims to binding arbitration on an individual basis. (A) the arbitration will be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1 et seq., and held in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”) (available at https://www.adr.org/sites/default/files/ICDR_Rules_1.pdf), and the AAA’s Supplementary Rules for Multiple Case Filings (available at https://adr.org/sites/default/files/Supplementary_Rules_MultipleCase_Filings.pdf ) in effect at the time of the arbitration (collectively, the “AAA Arbitration Rules”); (B) the AAA shall be the appointing authority and responsible for administering any arbitration hereunder in accordance with the AAA Arbitration Rules and the terms of this Dispute Resolution and Arbitration Provision; and (C) the place of arbitration shall be in San Francisco, California, or, if you are a consumer, in San Francisco or another location reasonably convenient for both parties. If the AAA is unable to administer the arbitration, a court with jurisdiction shall appoint the administrator or arbitrator, who must agree to abide by the terms of this Dispute Resolution and Arbitration Provision.
Either you or we may elect arbitration of a Claim by initiating an arbitration proceeding in accordance with the AAA Arbitration Rules or by filing a motion to compel arbitration of a Claim filed in court. Solely for purposes of this Dispute Resolution and Arbitration Provision, “Verge,” “we,” “us,” and “our” mean Verge, each of its subsidiaries, affiliates, successors and assigns, and any of its employees, officers, directors and agents, as well as any other person or entity that you name along with the any of the foregoing as defendants in a single proceeding . The parties shall pay filing, administrative and arbitrator fees in accordance with the AAA Arbitration Rules. However, if you are a consumer and tell us in writing that you cannot afford to pay the fees charged by the AAA (or other arbitration organization) and that you were unable to obtain a waiver of fees, and if your request is reasonable and in good faith, we will pay or reimburse you for all or part of the fees charged to you by the AAA (or other arbitration organization) and/or arbitrator. The parties shall bear the fees and expenses of their own attorneys, experts and witnesses unless otherwise required by applicable law, this Dispute Resolution and Arbitration Provision or the AAA Arbitration Rules. If the arbitrator determines that any party’s Claim or defense is frivolous or wrongfully intended to oppress or harass the other party, the arbitrator may award sanctions in the form of fees and expenses reasonably incurred by the other party.
The arbitration shall be conducted by a single neutral arbitrator who shall be a professional, legal or otherwise, but shall not be, or have previously been associated with either party (the “Arbitrator”). The arbitral award shall be final, binding and non-appealable. The Arbitrator’s award must be reasoned and issued in writing within thirty (30) days of the hearing, unless otherwise agreed to by us and you. Any finding, award or judgment from an arbitration of any Claim shall apply only to that arbitration. No finding, award or judgment from any other arbitration shall impact the arbitration of any Claim.
JURY TRIAL WAIVER: IF A CLAIM IS ARBITRATED, YOU AND WE WILL NOT HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR HAVE A JUDGE OR JURY DECIDE THE CLAIM.
CLASS ACTION WAIVER: IF A CLAIM IS ARBITRATED, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO: (1) PARTICIPATE IN A CLASS ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE, CLASS MEMBER OR OTHERWISE; OR (2) ACT AS A PRIVATE ATTORNEY GENERAL IN COURT OR IN ARBITRATION. ALSO, ABSENT THE WRITTEN CONSENT OF ALL PARTIES, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO JOIN OR CONSOLIDATE A CLAIM WITH CLAIMS OF ANY OTHER PERSON OR ENTITY. An arbitration award shall determine the rights and obligations of the named parties only, and only with respect to the claim(s) in arbitration. No arbitration administrator or arbitrator shall have the power or authority to waive or modify this section, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable.
Claims are subject to arbitration even if they arise out of or relate to actions, omissions, transactions, facts, or conduct that occurred prior to these Terms. If there is a conflict between this Dispute Resolution and Arbitration Provision, on the one hand, and the applicable AAA Arbitration Rules or other sections of these Terms, on the other hand, this Dispute Resolution and Arbitration Provision will govern. If any part of this Dispute Resolution and Arbitration Provision is found to be invalid or unenforceable, then that specific part shall be severed, and the rest of this Dispute Resolution and Arbitration Provision will continue in full force and effect, except that: (A) the entire Dispute Resolution and Arbitration Provision (other than this sentence) shall be null and void with respect to any Claim asserted on a class, representative or multiple-party basis that does not seek public injunctive relief if the Class Action Waiver is held to be invalid with respect to such Claim and that determination becomes final after all appeals have been exhausted; and (B) if a court determines that a public injunctive relief Claim may proceed notwithstanding the Class Action Waiver or other terms of this Dispute Resolution and Arbitration Provision, and that determination becomes final after all appeals have been exhausted, then the public injunctive relief Claim will be decided by a court, any individual Claims will be arbitrated, and the parties will ask the court to stay the public injunctive relief Claim until the other Claims have been finally concluded. In no event will a Claim for class or public injunctive relief be arbitrated. This Dispute Resolution and Arbitration provision shall survive any termination, suspension or expiration of these Terms, any breach or default, any termination or suspension of the Site, and any bankruptcy.
Language of the Agreement
Customers who are consumers accept the conclusion of the Agreement and the information thereto to be provided in English.