Terms & Conditions

Last updated: [Feb, 2026] 

 

IMPORTANT NOTICE

These Authorized Partner Terms & Conditions (“Partner Terms”) are provided for transparency and reference purposes. They do not constitute a binding agreement on their own and become legally binding only when expressly incorporated by reference into a written agreement, order form, or similar contractual document signed by an Authorized Partner and Sherpaa.

“Sherpaa” means the company incorporated under German law, Lion Velo International GmbH, having its registered office in Bessemerstr. 51, 1. OG, 12013 Berlin, Germany.

“Authorized Partner” means any distributor, dealer, reseller, or commercial partner authorized by Sherpaa to sell, distribute, promote, or otherwise represent Sherpaa products.

“Products” means Sherpaa cargo e-bikes, bicycles, accessories, spare parts, and related products.

Sherpaa works with selected distributors, dealers, and resellers globally.

 

1. Scope and Applicability

1.1 These Partner Terms govern the relationship between Sherpaa and an Authorized Partner only where expressly incorporated into a written Agreement (e.g., Order Form or Partner Agreement).

1.2 These terms do not apply to consumers, website visitors, or other users of Sherpaa’s services.

 

2. Appointment and Authorization

2.1 Appointment as an Authorized Partner is at Sherpaa’s sole discretion and does not create an agency, joint venture, partnership, or employment relationship.

2.2 Authorization is non-exclusive unless otherwise agreed in writing.

2.3 Sherpaa may approve, suspend, or terminate partner status at any time, subject to any written Agreement.

 

3. Orders, Pricing, and Payment

3.1 Price Lists: All prices quoted by Sherpaa on a business-to-business (B2B) basis are exclusive of value added tax (VAT), import duties, customs charges, withholding taxes, transportation, shipping costs, insurance, packaging, and any other applicable taxes or governmental fees, unless expressly stated otherwise in writing. All prices quoted by Sherpaa are in euros (EUR), unless expressly stated otherwise. If prices are quoted in a currency other than euros (EUR), such prices are provided for convenience only and are based on the euro equivalent at the exchange rate applicable on the date the quotation is issued.

3.2 Order Acceptance: All orders placed with Sherpaa are subject to Sherpaa’s written confirmation. Sherpaa reserves the right to accept, reject, or condition acceptance of any order, including on the basis of credit approval or applicable compliance requirements.

3.3 Payment Terms: Unless otherwise agreed, all amounts are due prior to shipment.

3.3.1 Sherpaa is entitled to invoice after each confirmed order (partial or otherwise). The Partner shall pay the invoices received from Sherpaa within fourteen (14) days of the invoice date, unless Sherpaa and the Partner have expressly agreed on a shorter payment term.

3.3.2 Payments shall be made by bank transfer or other payment methods approved by Sherpaa. For approved partners, Sherpaa may offer payment terms and SEPA Direct Debit (B2B), subject to credit approval and execution of a valid mandate.

3.3.3 Sherpaa is authorized to require advance payment or other security from the Partner. Sherpaa is authorized to suspend the performance of the Agreement or an Order at any time if there are one or more outstanding invoices or if an invoice remains unpaid for more than 30 days.

3.3.4 If Sherpaa has not received full and timely payment, all Sherpaa's claims against the Partner, regardless of the reason or nature thereof, shall be immediately due and payable and the Partner shall become liable for interest at the rate of 1.5% per month or part of the month on the outstanding amounts, including any extrajudicial collection costs. Sherpaa shall in such case be entitled to suspend or cease all activities for the Partner without Sherpaa being liable to the Partner.

3.3.5 The Partner is not entitled to suspend or set off its liabilities. Payments by the Partner shall be made without any deduction.

3.4 Taxes and Duties: The Partner is solely responsible for all applicable value added tax (VAT), import duties, customs charges, withholding taxes, and any other taxes, levies, or

Governmental fees arising from the purchase, importation, resale, or distribution of the Products in its Territory, unless expressly agreed otherwise in writing.

3.5 Price Changes: Sherpaa may revise pricing or product specifications with reasonable notice. Prices in accepted orders remain valid only for that order.

 

4. Delivery, Risk, and Title

4.1 Delivery: Unless the Parties have expressly agreed otherwise in writing, Sherpaa shall deliver or ship the Products to the Partner's address known to Sherpaa.

4.2 Delivery Terms: Delivery terms are specified in the Order Form in accordance with Incoterms® 2020.

All delivery dates and lead times are estimates only and are not binding. Delivery periods commence only upon Sherpaa’s written order confirmation. The day and time of delivery depend on the delivery schedule of the carrier. Sherpaa may make partial deliveries unless otherwise agreed in writing.

Delays in delivery do not entitle the Partner to compensation, damages, or termination. If a delivery is delayed, the Partner may grant Sherpaa a reasonable written grace period of at least six (6) weeks. If delivery has not occurred within that period, the Partner may terminate the affected Order only to the extent not yet fulfilled. Products already delivered must be accepted and paid for.

Sherpaa shall not be liable for losses arising from delivery delays, unless expressly agreed otherwise in writing.

4.3 Risk: Delivery shall be made FCA (Free Carrier) at Sherpaa’s premises, in accordance with Incoterms® 2020, unless expressly agreed otherwise in writing. Risk of loss or damage to the Products transfers to the Partner at the moment the Products are handed over to the carrier in accordance with the applicable Incoterm.

4.4 Title: Legal title in the Products remains with Sherpaa until full payment has been received. 

 

5. Force Majeure

5.1 Neither party shall be liable for any failure or delay in the performance of its obligations under these Authorized Partner Terms & Conditions or any Agreement to the extent such failure or delay is caused by events beyond its reasonable control (“Force Majeure”).

5.2 In the event of Force Majeure, the affected party’s obligations shall be suspended for the duration of the Force Majeure event, provided that the affected party has taken reasonable measures to mitigate the effects of such event.

5.3 Force Majeure events include, but are not limited to:

  • Natural disasters, extreme weather, fire, flood, or acts of God
  • War, terrorism, riots, civil unrest, or acts of public enemies
  • Governmental actions, trade restrictions, embargoes, or changes in law
  • Strikes, lockouts, labor shortages, or industrial disputes
  • Pandemics, epidemics, or public health measures
  • Shortages or failure of raw materials, components, energy, or utilities
  • Disruptions or failures in production, logistics, transportation, or supply chains
  • Acts or omissions of suppliers or subcontractors beyond Sherpaa’s reasonable control
  • Delays in obtaining required permits, approvals, or licenses from authorities

5.4 The affected party shall notify the other party in writing without undue delay upon becoming aware of a Force Majeure event and its expected impact on performance.

5.5 If a Force Majeure event continues for a period exceeding sixty (60) consecutive days, either party shall be entitled to terminate the affected Agreement or Order, in whole or in part, by written notice, without liability for damages, compensation, or penalties.

 

6. Inspection, Returns, and Shortages

6.1 Inspection: The Partner, or its designated third party, must carefully inspect Products upon delivery upon receipt.

6.2 Notice of Defects: Any defects or shortages found are to be reported on the spot to the person who handed the relevant Product to the Partner. In addition, the Partner must notify Sherpaa in writing within five (5) business days of inspection of the Products of:

  • Any defects in the Products, under as complete a statement as possible of the defect, time/day the defect was discovered, as well as the possible cause; and
  • Any discrepancies in quantity or quality between the Products delivered and the specification thereof in the relevant Order Confirmation or invoice.

6.2.1 If and to the extent that the Partner has failed to comply with its obligations under Article 6.1, it shall be presumed that the defects of the Product in question did not arise until after the risk in respect of that Product had passed to the Partner, and the Partner shall furthermore be deemed to have waived all claims in respect of the alleged defects.

6.2.2 Sherpaa's liability in connection with defective Products is limited. If, in Sherpaa’s opinion, the Partner has been able to demonstrate that the Partner has complied with their obligations under Article 6.1 and the Products delivered by Sherpaa to the Partner do not function properly, Sherpaa may, at its sole discretion, after returning the Product (in accordance with Article 6.3), choose one of the following options:

  • Product replacement;
  • Repair of the defective Product;
  • Offering a discount on the purchase price; and
  • Refund of purchase price.

6.2.3 Sherpaa is fully discharged of its obligations in respect of a defective Product once it has complied with any of the options above. Sherpaa is not obliged to pay any further compensation or damages to the Partner.

6.3 Returns: Subject to the provisions of Article 6, the Partner is authorized to return Products to Sherpaa. Products may only be returned in original condition, and must be accompanied by a fully completed statement (in accordance with Article 6.2). The cost of a return shipment shall be borne by the Partner. The returned Products remain at the risk of the Partner after Sherpaa receives these Products.

6.4 Non-Returnable Items: Customized products, special orders, or installed products may not be returnable unless defective.

 

7. Marketing, Branding, and Representation

7.1 Partners may use Sherpaa Brand Assets (logos, images, descriptions) only as approved by Sherpaa and in compliance with brand guidelines provided by Sherpaa.

7.2 Partners must promote Products accurately and responsibly, without misleading claims

7.3 Any use of Sherpaa trademarks or materials for advertising must be pre-approved if required by Sherpaa’s brand guidelines.

 

8. Warranty and After-Sales

8.1 Sherpaa provides official Product warranty terms, as published separately on www.sherpaabikes.com. The warranty period begins on the moment of delivery to the Partner.

8.2 Authorized Partners may be required to provide first-line customer support and facilitate warranty processes in their Territory. Warranty claims must be submitted together with the original sales receipt to Sherpaa - with the product being submitted for inspection.

8.3 Warranty does not cover normal wear and tear, misuse, damages caused by negligence, accidents, unauthorized modification, or improper assembly.

 

9. Compliance with Laws and Standards

9.1 Partners must comply with all applicable laws, including product safety, consumer protection, environmental regulation, and data protection laws in their Territory.

9.2 Products sold in the EU must meet CE and applicable EU regulatory standards.

 

10. Intellectual Property

10.1 All trademarks, patents, designs, copyrights, and other intellectual property rights remain the exclusive property of Sherpaa.

10.2 The Partner obtains only a limited, non-exclusive, revocable, non-transferable, nonsublicensable right of use as necessary to perform their authorized activities.

10.3 The Partner undertakes not to do anything that may damage, impair or otherwise be detrimental to Sherpaa's intellectual property rights and/or the value of those intellectual property rights.

10.4 The Partner is prohibited from making any Sherpaa intellectual property right available in any way or form to any third party.

10.5 The Partner shall reimburse Sherpaa for all damages and costs incurred by Sherpaa, including, but not limited to costs of legal assistance, fines imposed, court costs resulting from a breach by the Partner of Sherpaa's intellectual property rights.

 

11. Limitation of Liability

11.1 To the maximum extent permitted by law, Sherpaa shall not be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits or business interruption.

11.2 Sherpaa’s total aggregate liability to an Authorized Partner for any claims related to these Partner Terms or any Agreement incorporating them shall not exceed the amount paid by the Partner in the 12 months preceding the claim

11.3 Nothing in this section excludes liability that cannot be limited under applicable EU law.

 

12. Indemnification

The Partner agrees to indemnify and hold Sherpaa harmless from claims arising from:

  • Any unauthorized use of Sherpaa products or intellectual property
  • Misrepresentation of Product capabilities
  • Non-compliance with applicable laws
  • Negligence or intentional misconduct

 

13. Confidentiality

13.1 Partners must maintain confidentiality of all non-public commercial, technical, and pricing information received from Sherpaa.

13.2 Confidential information may only be used for performance under the Agreement.

 

14. Duration and Termination

14.1 The duration, renewal, and termination of the commercial relationship between Sherpaa and the Authorized Partner shall be governed exclusively by the applicable written Agreement, Order Form, or similar contractual document that expressly incorporates these Partner Terms.

14.2 Any termination rights, notice periods, and post-termination obligations are governed by the Agreement that incorporates these Partner Terms.

14.3 Upon termination:

  • Partner shall discontinue all use of Sherpaa trademarks, branding, and marketing materials;
  • All outstanding payment obligations shall become immediately due and payable in full
  • Provisions which by their nature are intended to survive termination (including, without limitation, confidentiality, intellectual property, limitation of liability, indemnification, and governing law) shall remain in full force and effect.

 

15. Amendments

Sherpaa may update these Partner Terms from time to time. Updated versions shall apply only if:

  • It is expressly incorporated into a new written agreement between Sherpaa and the Partner; or
  • It is adopted in accordance with the amendment procedure set out in an existing agreement between Sherpaa and the Partner.

 

16. Governing Law and Jurisdiction and language

Unless otherwise agreed in writing, these Partner Terms and any Agreement incorporating them are governed by the laws of Germany, without regard to conflict-of-law principles.

Disputes shall be resolved exclusively by the competent courts in Berlin, Germany, to the extent permitted by applicable law.

Governing Language

These Terms & Conditions may be translated into languages other than English for convenience purposes only. In the event of any inconsistency, discrepancy, or conflict between the English version and any translated version, the English version shall prevail and be legally binding to the fullest extent permitted by applicable law.

 

17. Contact

Lion Velo International GmbH

Email: yourbuddy@lionvelo.com

Bessemerstr. 51, 1. OG

12013 Berlin, Germany