1.1 SWITCH Motorcycles Limited (SWITCH, we, us, our) intends to begin production of the eSCRAMBLER electric motorcycle (eSCRAMBLER) in the first quarter of 2023. This reservation agreement (this Agreement) is a binding legal contract between you (Customer, you, your) and SWITCH and sets out the terms and conditions on which you may pre-order an eSCRAMBLER by paying a reservation fee of US$500 (Reservation Fee).
1.2 By pre-ordering an eSCRAMBLER and paying the Reservation Fee, you confirm that you have read and agree to be bound by this Agreement.
2.1 To pre-order an eSCRAMBLER you are required to pay the Reservation Fee to SWITCH via the payment gateway on our website. The payment of the Reservation Fee by you to SWITCH will reserve an eSCRAMBLER for you for delivery on a first-come first-served basis once commercial production of the eSCRAMBLER for your region is due to commence (currently estimated to be on or before 31 March 2023 (Target Shipping Date) for customers in the USA, Australia and New Zealand). The Reservation Fee will be subtracted from the total purchase price of your eSCRAMBLER.
2.2 You agree that the Reservation Fee is non-refundable, provided that if we have not sent you the confirmation email and Purchase Agreement referred to in clause 2.3 below on or before the Target Shipping Date, then you may by notice in writing to us require a full refund of the Reservation Fee. In this case we will as soon as reasonably practicable refund the Reservation Fee (without interest and subject to deduction of any bank or payment provider fees) to the same payment method used by you to pay it. If we do not hear from you by 14 August 2023 then you will be deemed to have elected to continue waiting for production of your eSCRAMBLER and forfeit your right to receive a refund of your Reservation Fee.
2.3 SWITCH will notify you by email to confirm when production of the eSCRAMBLER will commence and send you a binding agreement for the purchase of the eSCRAMBLER (Purchase Agreement). The Purchase Agreement will include, among other provisions, the confirmed price of the eSCRAMBLER (subject to clause 3 below, currently US$11,999 exclusive of sea freight (estimated to be US$150) or air freight (price to be confirmed on request), applicable taxes, duties and port fees) and estimated delivery times.
3.1 You acknowledge and agree that:
(a) the price and sea freight costs referred to in clause 2.3 above are indicative only and subject to change based on a number of factors outside of our control, including without limitation global supply-chain considerations and inflationary pressure on manufacturing costs, and that the confirmed price for both will be specified in the Purchase Agreement emailed to you as contemplated in clause 2.3 above;
(b) while we will make every effort to adhere to the performance or specifications of the eSCRAMBLER as advertised on our website, such performance and/or specifications, including of the eSCRAMBLER’s individual components, may be subject to change based on design considerations, homologation requirements, availability of components and/or factors outside of our control and that we shall have no liability for any changes to such performance or specifications for any reason;
(c) at the time of entering into this Agreement we are awaiting homologation of the eSCRAMBLER for sale in:
(i) the USA, Australia and New Zealand, which we are currently targeting to occur on or before the Target Shipping Date; and
(ii) the rest of the world, which we are currently targeting to occur on or before 30 June 2023,
(iii) achievement of these dates is subject to a number of factors that are outside our control, that these dates are therefore indicative only and that we shall have no liability for any failure to achieve these dates for any reason; and that
(iv) we shall have no liability if you import your eSCRAMBLER into or use your eSCRAMBLER in any country in which it has not been homologated for sale.
4.1 SWITCH may cancel this Agreement by email notice to you for any reason or for no reason at any time prior to you becoming bound by the Purchase Agreement, in which case we will as soon as reasonably practicable refund the Reservation Fee (without interest and subject to deduction of any bank or payment provider fees) to the same payment method used by you to pay it.
5.1 SWITCH is committed to respecting your privacy and ensuring the security of any personal information you provide us.
6.1 You acknowledge and agree that this Agreement set forth the entire agreement and understanding of the parties in relation to your pre-order of an eSCRAMBLER.
6.2 This Agreement shall be governed by and construed in accordance with the laws of New Zealand. The parties to this Agreement submit to the non-exclusive jurisdiction of the courts of New Zealand in relation to any dispute or claim arising out of or in connection with this Agreement or in relation to its existence or validity.