These Authorized Reseller Terms, including all applicable terms referenced herein, (collectively, this "Agreement") apply to the purchase and resale of Products by Reseller from Triunfo Sports DBA Prevelo Bikes ("Prevelo")

Dealer's Responsibilities

1. Assembly, Check and Tune: Reseller will deliver bicycles to customers fully assembled, tuned and safety checked by a competent bicycle mechanic.
2. Maintain qualified personnel with knowledge of the specifications and features of Prevelo products.
3. Provide post-sales support for all customers that purchase Prevelo products from Reseller.
4. Preserve and enhance the reputation and goodwill of Prevelo and its products and avoid any illegal or unethical actions.

Pricing

The pricing on the prevelo.com is always the pricing in effect for current purchases. Where there is a discrepancy between pricing on prevelo.com and pricing in other price sheets, the pricing on prevelo.com shall prevail.

Prevelo may change pricing at any time and without prior notice. The pricing in effect at the time an order is placed governs that order; price changes do not apply retroactively to orders already accepted. Any tier, volume, or other special pricing is offered at Prevelo's sole discretion as a revocable accommodation, not as a contractual entitlement. Prevelo has no obligation to offer, maintain, or honor any pricing tier, and may modify, suspend, or withdraw any tier or a Reseller's eligibility for it at any time, for any reason or no reason, without notice and without liability. No course of dealing, prior pricing, or failure to enforce creates any right to continued pricing.

Non-Exclusive

Absent any other specific agreement in writing, no exclusivity or territory is granted to Reseller.

Insurance

Reseller shall carry liability insurance with an annual per occurrence limit of at least $1,000,000 per occurrence / $2,000,000 aggregate.

Online Sales

To preserve the brand reputation of Prevelo, Reseller shall not list Prevelo products on online marketplaces such as Amazon.com, Ebay.com, or on other websites, including reseller's own website, without prior written permission from Prevelo. Listing Prevelo products online without specific written permission will result in suspension of your account without warning.

Prep and Tune and Installation of Accessories

Bikes shipped to wholesale buyers do not go through our direct-to-consumer prep and tune process. Dealer is expected to prep and tune all bikes, and install accessories, before delivery to customers.

Indemnification

Reseller shall indemnify and hold Company free and harmless from any and all claims, damages, or lawsuits (including attorneys' fees) arising out of intentional or negligent acts or omissions by Reseller, its employees or agents, including without limitation any claims stemming from Reseller's responsibilities under this Policy.

Payment

Unless otherwise agreed to in writing between Reseller and Prevelo, payment is due in full at the time that an order is placed. Note that Prevelo does not store credit card information. You will need to fill in your credit card information for each order.

Shipping

Shipping rates are available here: Shipping.

No Drop Shipping

All wholesale orders must be shipped directly to the reseller's registered business address. Orders may not be shipped to end customers or third-party locations. If an order is placed with a shipping address that differs from the reseller's registered address, the order may be canceled or placed on hold until corrected.

Confidentiality

Reseller shall keep all non-public information of Prevelo strictly confidential, mainly including (1) Reseller pricing and (2) not yet public information Prevelo may make available to Reseller about future products.

MAP Policy

Prevelo's MAP policy is available here: MAP Policy. Prevelo will monitor compliance with this policy. Prevelo may, at its own discretion, stop supplying products to any Dealer found to be in violation of the MAP Policy. If Prevelo determines that any Dealer has violated this Policy, then Prevelo may within its sole discretion and without assuming any liability, cancel pending orders and may indefinitely refuse to accept new orders for Products.

International Shipments

Reseller's will not be responsible for any USA duties or taxes for shipments outside of the USA. Please note that the prices on prevelo.com do not include any duties and/or taxes. This is according to US law and is different from other jurisdictions where it is common to include VAT or other types of taxes in the price of products. Reseller's are responsible for any duties or taxes, and other import costs, imposed by the destination country. Note that prevelo.com offers special rates to retail customers in Canada that includes duties. Canadian resellers will pay ordinary shipping charges that do not include duties and will be responsible for Canadian import duties and taxes.

Margin Protection

Details about Prevelo Bikes Margin Protection for dealers are available here: Margin Protection.

Prevelo Minimum Advertised Price and Sales Policy

Triunfo Sports DBA Prevelo Bikes ("Prevelo") works hard to ensure that its authorized dealers ("Dealers") provide consumers of Prevelo products ("Customers") with the advice, service, knowledge, and support necessary to maintain the high level of customer satisfaction Prevelo has built. Certain advertising and sales practices can harm that goodwill and damage the standards and reputation Prevelo's products have earned. Prevelo has therefore adopted this Minimum Advertised Price and Sales Policy (the "Policy").

This is a unilateral policy. Prevelo has adopted it on its own. Prevelo will not negotiate this Policy, and will not seek, request, or accept any agreement, assurance, or commitment from any Dealer to comply with it. Each Dealer remains free to make its own independent decisions about how it advertises and prices Prevelo products, understanding the consequences described in Section 4.

Scope. This Policy applies to authorized Dealers located in the United States. It applies to Dealers located in any other jurisdiction only if Prevelo designates that jurisdiction in writing, and then only to the extent permitted by the law of that jurisdiction.

1. Minimum Advertised Price

Dealers may advertise Prevelo products at or above the applicable minimum advertised price ("MAP"). The MAP for each product is set out in the Prevelo wholesale price list.

For purposes of this Policy, "advertising" includes, without limitation, any price or offer communicated through online ads, websites, product pages, collection pages, search results, shopping-cart links, product feeds, email, SMS and text messages, chat and messaging, social media, billboards, newspapers, magazines, catalogs, brochures, direct mail, retail flyers, in-store signage, television, and radio.

Advertising any Prevelo product at a price below its MAP does not comply with this Policy. In particular:

(a) Advertised price

The advertised price of a Prevelo product must be at or above MAP. Displaying a MAP-or-higher price with a "strike-through" treatment is not a compliant display of the MAP.

(b) Incentives

An "Incentive" is anything of value advertised as available in connection with the purchase of a Prevelo product. Incentives include, without limitation:

• discounts, coupons, and promotional codes
• rebates and cash back
• gift cards and store credit
• loyalty points or rewards
• free or discounted merchandise, parts, or accessories
• trade-in allowances above the item's fair trade-in value

An advertised Incentive does not comply with this Policy if the advertised price of the Prevelo product, minus the Ascribed Value of all Incentives advertised with it, is below MAP. This test applies whether or not the advertisement names Prevelo, if the Incentive is available on Prevelo products.

(c) Ascribed Value

The "Ascribed Value" of an Incentive is:

• Merchandise, parts, and accessories: the greater of its MSRP or the Dealer's regular advertised price for that item
• Gift cards, store credit, cash back, and rebates: face value
• Loyalty points or rewards: redemption value
• Percentage or dollar discount on other items: the maximum discount obtainable

(d) Bundles

For an advertised bundle that includes one or more Prevelo products, the advertised bundle price, minus the Ascribed Value of all non-Prevelo components, must be at least the total MAP of the Prevelo components. Any statement that a Prevelo product is included free or at a reduced price, and any allocation of the bundle discount to a Prevelo product, does not comply with this Policy.

(e) Signaling and concealed pricing

Any statement, image, link, button, pop-up, or other device that states or implies that a Prevelo product is available at a price below MAP does not comply with this Policy. The following are treated as such a statement unless the lowest price obtainable through them is at or above MAP: "add to cart to see price," "add to cart to see discount," "see price in cart," "special price in cart," "price too low to show," "MAP pricing," "lowest price allowed," "we can't show our price," and "call, email, text, or chat for price."

The following are treated as advertising initiated by the Dealer (not the Customer) and do not comply with this Policy where they display or offer a price below MAP:

1. automated price quotes, bounce-back pricing emails, and pre-formatted email replies;
2. chat, chatbot, or messaging responses initiated or automated by the Dealer;
3. pop-ups, exit-intent offers, and email or SMS sign-up offers;
4. abandoned-cart, browse-abandonment, and retargeting emails, texts, or ads;
5. discount codes published, displayed, or distributed by the Dealer, including through affiliates or coupon sites;
6. discounts applied automatically at cart or checkout where the availability of the discount is advertised or signaled in any manner described in this Section 1(e);
7. product feeds supplied to Google Shopping, comparison sites, or similar services; and
8. any display of a below-MAP price on a product page, collection page, quick-view, hover, or search result.

(f) Recalculated pricing and general promotions

Statements that invite a below-MAP recalculation of the advertised price, such as "take an extra XX% off the price shown" or "call for $XX off," do not comply with this Policy where the resulting price would be below MAP. A general, category, or storewide promotion (for example, "20% off all bikes" or "buy any bike, get a $100 gift card") that does not expressly exclude Prevelo products is treated as advertising that Incentive for each Prevelo product.

(g) Prevelo's own advertised pricing

If Prevelo publicly advertises a Prevelo product on prevelo.com at a price below its MAP, or publicly advertises an Incentive on that product, Dealers may advertise that product at the same price, or with an Incentive of equal or lesser Ascribed Value, for as long as Prevelo's advertisement remains in effect.

Prevelo "publicly advertises" a price or Incentive when it is available to any member of the public, including through sitewide or product-page pricing, published discount codes, email or SMS promotions, and affiliate or partner codes. It does not include:

• wholesale or dealer pricing
• account-specific, employee, association or pro-deal pricing
• warranty or replacement pricing
• certified pre-owned, refurbished, open-box, or demo products

(h) Selling price

This Policy governs only advertised prices. It does not govern the price at which a Dealer actually sells a Prevelo product; Dealers remain free to set their own selling prices.

2. Online Sales

To protect the Prevelo brand, Dealers may not list or sell Prevelo products on their own websites or through any e-commerce channel without prior written permission from Prevelo. Prevelo may grant, decline, or revoke that permission at any time in its sole discretion.

3. Third-Party Marketplaces

Dealers may not list or sell Prevelo products on third-party online marketplaces, including without limitation Amazon, eBay, Walmart Marketplace, and Facebook/Instagram Shops, without prior written permission from Prevelo. Prevelo may grant, decline, or revoke that permission at any time in its sole discretion.

4. Consequences of Non-Compliance

Prevelo monitors compliance with this Policy. If Prevelo determines, in its sole discretion, that a Dealer has advertised Prevelo products other than in accordance with Section 1, or listed or sold Prevelo products other than in accordance with Sections 2 or 3, Prevelo may, without assuming any liability and without further notice, cancel that Dealer's pending orders and indefinitely decline to accept new orders from that Dealer. Prevelo makes and communicates these decisions unilaterally; it will not discuss, negotiate, or seek the Dealer's agreement regarding them.

5. Administration and Changes

Prevelo administers this Policy unilaterally. No Prevelo sales representative, employee, or agent has authority to discuss, negotiate, modify, or grant exceptions to this Policy, and no such communication binds Prevelo. Prevelo may change, suspend, or discontinue this Policy at any time, in whole or in part; the version most recently published by Prevelo governs.

Questions about this Policy may be directed to Prevelo at support@prevelo.com.

Prevelo is committed to protecting the margins of Authorized Dealers.

Margin Protection at Time of Wholesale Purchase

If a Prevelo bike is discounted on prevelo.com, Dealers may purchase bikes from Prevelo at a reduced wholesale price so that the Dealer's current effective margin on that item is maintained. The Discounted Wholesale price is calculated so that the wholesale-to-retail ratio stays the same:

Original Wholesale ÷ Original Retail = Discounted Wholesale ÷ Discounted Retail

Equivalently, solving for the discounted wholesale price:

Discounted Wholesale = Original Wholesale × (Discounted Retail ÷ Original Retail)

Terms

• Applies only to United States Authorized Dealers in good standing.

• Cannot be applied retroactively. However, if a bike is already in inventory and sold at a discount to a customer during a promotion, see "Margin Protection for Inventory Sold During Discounts or Other Promotions" below.

Margin Protection for Inventory Sold During Discounts or Other Promotions

Inventory sold by Dealers during discounts. If a Dealer has a Prevelo bike in inventory and sells it to a customer at a time when the bike is discounted on prevelo.com, the Dealer may sell the customer the bike at the price advertised on prevelo.com, and Prevelo will refund the Dealer an amount so that the Dealer's margin is restored to the Tier 1 percent margin. The refund is calculated as:

Refund = Actual Wholesale Purchase Price − Tier 1 Discounted Wholesale

where:

Tier 1 Discounted Wholesale = Tier 1 Original Wholesale × (Discounted Retail ÷ Original Retail)

The refund is never less than $0. If the result is zero or negative, no refund is owed, because the Dealer's margin already meets or exceeds the Tier 1 margin.

Inventory sold by Dealers during promotions with free accessories. If a Dealer has a Prevelo bike in inventory and sells it to a customer at a time when the bike is being offered with free accessories on prevelo.com, the Dealer may sell the customer the bike with the same free accessories offered on prevelo.com, and Prevelo will send the accessories to the Dealer at no charge.

Terms

• Refunds are calculated at the Tier 1 margin. Dealers at higher tiers are refunded only down to the Tier 1 margin, not to their own standard margin.

• To receive margin protection, Dealers must submit a request to Prevelo via email.

• Applies only to Prevelo bikes purchased from Prevelo USA before the promotion and sold by the Dealer to a customer during a promotion on prevelo.com.

• Requests must be submitted within 7 calendar days of the sale to the customer.

• The Dealer must submit evidence that they sold the bike to a customer during the promotion and extended the promotion to the customer. A copy of the retail receipt is acceptable.

• Does not apply to shipping. No shipping costs will be refunded under this program.

• Does not apply to inventory purchased more than 90 days before the date the claim is made.

• Applies only to offers publicly available for new bikes on prevelo.com. If a customer presents an offer for the Dealer to match, Dealers are encouraged to verify that the offer is currently available on prevelo.com.

• This policy does not apply to private, restricted, or non-public offers, including but not limited to: employee or friends-and-family pricing; military, first responder, or other professional discounts; ambassador or pro-deal pricing; organizational or affinity-group discounts; charitable or donation pricing; custom quotes; and any discount delivered through a private code, gated landing page, or targeted email or SMS campaign that is not generally advertised on prevelo.com. Margin protection applies only to publicly advertised promotions available to all customers visiting prevelo.com.

• Does not apply to the outlet section of prevelo.com.

• Free accessories must be supplied by Prevelo. Prevelo will not compensate a Dealer for the cost of accessories given to a customer under this program if the accessories were not purchased from Prevelo.

• Applies only to Dealers in the contiguous USA.

• No stacking promotions. If a Dealer purchases a bike from Prevelo during a promotion and subsequently requests margin protection under a later promotion, margin protection benefits may be reduced by the amount of the promotional benefits received on the initial purchase. If the original purchase included free shipping, free accessories, or discounts, the value of those will be deducted from any refund.

• Prevelo reserves the right to terminate Dealer accounts that it determines are abusing this policy.

• Prevelo reserves the right to modify, amend, suspend, or terminate this policy in whole or in part, at any time, with or without notice. The version of the policy in effect at the time a qualifying sale occurs will govern any margin protection request for that sale. Continued participation as an Authorized Dealer following any change constitutes acceptance of the revised policy.