Purchasing Terms and Conditions

This agreement is between (the “Company”) and EVready LLC dba EVready Energy, a Massachusetts Limited Liability Company (the “Consultant”). The Company wants to engage with the Consultant for the purposes of electrification consulting.

The parties therefore agree as follows:

1. Placement of Orders.

A. Purchase of Charging Stations. The terms of these Terms and Conditions of Purchase (“Terms”) govern the Company’s purchase of Charging Stations from the applicable EVready, LLC dba EVready Energy entity as defined in section 6(G) below (“EVready, LLC, dba EVready Energy”). Company’s purchase of Charging Stations (including, without limitation, any purchase of an extended Assure Warranty) made by Company shall be made by binding, written purchase order specifying the number and model of Charging Station(s) desired to be purchased, requested delivery schedule (which, absent agreement between the parties, shall be a date that is no less than sixty (60) days after the date of the purchase order), any extended Assure Warranty being purchased and that Company’s purchase of Charging Stations is subject to all of the terms and conditions contained in these Terms. Any additional printed terms and conditions in the Company’s purchase order conflicting with, varying, or adding to the terms and conditions of these Terms, shall be of no force and effect, unless the parties hereto agree in writing, in advance, to accept such terms and conditions.

B. Acceptance of Signed Quote. All signed quotes and modifications to signed quotes are subject to acceptance or rejection by EVready Energy at its sole discretion. No purchase order shall be binding upon EVready Energy unless and until so accepted in writing by EVready Energy. EVready Energy agrees to use commercially reasonable efforts to notify the Company of its acceptance or rejection of the Company’s order within ten (10) business days after receipt thereof. Any signed quote accepted by EVready Energy shall be referred to in these Terms as, an “Accepted Order.” Accepted Orders are non-cancelable, non-returnable, and non-refundable.

C. Refusal of Purchase Orders. EVready Energy may withhold shipments to the Company if the Company has exceeded its applicable credit limit, if any, and not provided prepayment, is in violation of its payment obligations, or otherwise is in material breach of these Terms.

D. Stations Require Subscription to SaaS Offerings. The Charging Stations are designed to work with Charging Manufacturers cloud-based application services (“SaaS Offerings”). Access to SaaS Offerings requires the Company to enter into a Master Services and Subscription Agreement with the Charging Software Provider.

2. Delivery

A. Shipping Costs; Terms. All shipping, unless otherwise agreed to by the Parties in writing, shall be FCA of the distributor or Manufacturer, or EVready Energy’s warehouse. Company shall be responsible for all costs of shipping, transportation, insurance, warehousing, and other charges and costs associated with the shipment of the Charging Stations to the Company. All shipping dates are approximate and are based upon prompt receipt of all necessary information from the Company. In no event shall EVready Energy be liable for any costs related to delay in delivery of the Charging Stations. Company’s sole remedy for any material delay in delivery of the Charging Stations shall be cancellation of the order.

B. Transfer of Title. Delivery of the Charging Stations to the Company shall be completed upon delivery of the Charging Stations to the Company’s freight forwarder. Risk of loss and damage to the Charging Stations shall pass to the Company upon the delivery of such Charging Stations to such freight forwarder. EVready Energy shall use commercially reasonable efforts to deliver the Charging Stations ordered by the Company on the scheduled delivery date. All claims for non-conforming shipments must be made in writing to EVready Energy within twenty (20) days of the passing of the risk of loss and damage, as described above. Any claims not made within such period shall be deemed waived and released.

C. Substitutions. EVready Energy shall have the right to make substitutions and modifications to Charging Stations and in the specifications of Charging Stations to be delivered under the terms of any applicable purchase order provided that such substitutions or modifications will not materially affect overall Charging Station form, fit, function or safety specifications.

3. Invoicing and Payment

A. Invoicing. Unless otherwise agreed in writing by the Parties, EVready Energy shall issue an invoice to the Company on or after the date it ships the ordered Charging Stations; provided that, EVready Energy may condition its acceptance of a signed quote on such credit and/or prepayment terms as EVready Energy, in its reasonable discretion, determines appropriate due to, among other things, Company’s prior payment history and/or the size of the order. In the case of any change to the applicable credit and/or prepayment terms, no signed quote or acceptance thereof will be effective unless and until the Company has consented in writing thereto. If the Company causes a delay in delivery, EVready Energy may issue its invoice at any time on or after the scheduled delivery date. If the Company has purchased an extended Assure Warranty and has chosen the annual payment option, EVready Energy will invoice each annual payment on the anniversary date of the Assure Warranty.

B. Payment Terms. EVready Energy will invoice the Company at the time of shipment of the Charging Stations. All invoices shall be paid within thirty (30) days of the Company’s receipt thereof. Fees for Cloud Services subscriptions shall be invoiced at the shipment of the Charging Stations to which such Cloud Services subscriptions relate, and on each anniversary date thereof. All invoices for Cloud Services subscriptions shall be paid within thirty (30) days of the Company’s receipt thereof. Invoices not paid when due are subject to interest at the rate of one and one-half percent (2%) per month or, if less, the highest rate allowed under applicable law. All non-credit shipments, or shipments in excess of the Company’s available credit line, if any, shall be prepaid prior to shipment.

C. No Right of Set-Off; No Right of Return. Invoiced amounts are not subject to reduction by set-off or otherwise without the express written permission of EVready Energy. All sales are final, and Company shall have no right of return, provided, that, EVready Energy shall comply with its obligations under the Warranty (as defined below).

D. Taxes, Duties, Etc. All amounts due to EVready Energy under these Terms and/or any applicable purchase order are net of any duties, any sales, use, excise, value-added, withholding, or similar tax of any kind and any and all other fees and charges of any nature (collectively, “Taxes”) imposed by the United States, Canada or any foreign, state or local governmental entity, country or regional authority, or instrumentality thereof on the purchase, shipment, use or sale of the Charging Stations by or to Company, other than taxes measured by EVready Energy’s income, corporate franchise, or personal property ownership. Where applicable, EVready Energy shall bill the Company for the full amount of such taxes and shall include such amount as a separate line item on the invoice(s) sent to the Company; provided that, EVready Energy’s failure to so bill the Company shall not relieve Company from the obligation to pay any Tax described in this Section 3.D.

E. Payment Currency. All amounts payable under these Terms shall be paid in United States dollars or if the Company is located in Canada, Canadian dollars. If the Company is located outside of the United States, the Company agrees to take all necessary actions required, including registration of these Terms and application for permission to make payments to EVready Energy hereunder, with the appropriate government authorities in the Company’s jurisdiction, or such other institution or official, and to take such other measures as may be necessary to comply with any government currency controls in effect in Company’s jurisdiction, as soon as reasonably practicable after execution of these Terms. Company shall remit payment to EVready Energy, at Company’s option (i) via wire or ACH transfer to an account designated by EVready Energy in writing from time to time or (ii) by check, made out to EVready Energy, Inc.

F. All Orders Subject to Credit Approval. All orders are subject to credit approval by EVready Energy. The amount of credit or terms of payment may be changed, or credit withdrawn by EVready Energy in its reasonable discretion without advance notice. EVready Energy may, at its discretion, withhold further manufacture, performance, or shipment; require immediate cash payments for past and future shipments or performance; or require other security satisfactory to EVready Energy before further manufacture, performance, or shipment is made; and may, if the shipment has been made, recover the goods from the carrier pending receipt of such assurances.

G. Provisions Relating to Shipments in Lots. If these terms require or authorize delivery of goods in separate lots, shipments or milestones to be separately accepted by the Company, the Company may only refuse such portion of a lot, shipment, or milestone that fails to comply with the requirements of these terms. Company may not refuse to receive any lot or portion thereof for failure of any other lot or portion or a lot to be delivered or to comply with these terms unless such right of refusal is expressly provided for on the face hereof. The company shall pay for each lot in accordance with the terms hereof. Products held for the Company are at the Company’s sole risk and expense.

H. Prices do not include Freight, Etc. Except to the extent expressly stated in these terms, EVready Energy’s prices do not include any freight, storage, insurance, taxes, excises, fees, duties, or other government charges related to the goods, and the Company shall pay such amounts or reimburse EVready Energy for any amounts EVready Energy pays. If the Company claims a tax or other exemption or direct payment permit, it shall provide EVready Energy with a valid exemption certificate or permit and indemnify, defend, and hold EVready Energy harmless from any taxes, costs, and penalties arising out of same. EVready Energy’s prices include the costs of its standard domestic packing, only. Any deviation from this standard packing (domestic or export), including U.S. Government sealed packing, shall result in extra charges. To determine such extra charges, the Company should consult with EVready Energy sales offices. Any and all increases, changes, adjustments or surcharges (including, without limitation, fuel surcharges) which may be in connection with the freight charges, rates or classification included as part of these terms, shall be for Company’s account.

I. Disputes. In the event Company disputes any portion or all of an invoice, it shall notify EVready Energy in writing of the amount in-dispute and the reason for its disagreement within twenty-one (21) days of receipt of the invoice. The undisputed portion shall be paid when due, and finance charges on any unpaid portion shall accrue, from the date due until the date of payment, to the extent that such amounts are finally determined to be payable to EVready Energy.

J. Remedies upon Payment Default. Upon Company’s default of these terms, EVready Energy may, in addition to any other rights or remedies it may have at law or otherwise, subject to any cure rights of Company, declare the entire balance of Company’s account immediately due and payable or foreclose any security interest in the goods delivered. If any unpaid balance is referred for collection, Company agrees to pay EVready Energy, to the extent permitted by law, reasonable attorneys’ fees in addition to all damages otherwise available, whether or not litigation is commenced or prosecuted to final judgment, play any court costs or expenses incurred by EVready Energy, and any finance charges accrued on any unpaid balance owed by Company.

K. Suspended Shipments. EVready Energy reserves the right to suspend further shipments of goods if Company is over thirty (30) days late in-payment of an undisputed invoice. EVready Energy reserves the right to terminate the order if Company is over sixty (60) days late in-payment of an undisputed invoice4. Installation Company shall be responsible for arranging for the installation and provisioning of the Charging Stations and for the costs thereof. At Company’s request, EVready Energy may provide the names and contact information of one or more installers of Charging Stations; provided that, in providing such information EVready Energy makes no representation or warranty of any kind, nor does it undertake any liability, with respect to or regarding the quality of any installation or other services performed by any such installer. EXCEPT AS SPECIFICALLY AGREED TO IN WRITING, EVREADY ENERGY IS NOT RESPONSIBLE FOR AND WILL NOT BE LIABLE FOR, THE QUALITY OFANY INSTALLATION SERVICES OR ANY CLAIM IN ANY WAY RELATING TO OR RESULTING FROM SUCH SERVICES.

4. Warranties/Limitation of Liability

A. Warranty. The Charging Station is covered by the terms of the manufacturer’s standard parts only product Warranty (the “Warranty”), which will expire one year from the date of installation. All applicable warranties with respect to the Charging Station are set forth in the Warranty and are hereby incorporated by reference into these Terms.

B. Post-Warranty Maintenance. Company acknowledges and agrees that in order to obtain warranty and/or other maintenance services for the Charging Stations after expiration of the Warranty, Company must purchase extended warranties and/or maintenance agreements directly from EVready Energy.

C. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 4, EVREADY ENERGY MAKES NO WARRANTY WITH RESPECT TO THE PERFORMANCE OF THE CHARGING STATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. EVready Energy EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS BY THE CHARGING STATIONS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EVready Energy DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF CHARGING STATIONS.

D. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, EXCEPT FOR APARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EVREADY ENERGY BE LIABLE TO COMPANY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREUNDER, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ii. COMPANY’S SOLE REMEDY FOR ANY BREACH BY EVREADY ENERGY OF ITS OBLIGATIONS OR WARRANTIES UNDER THESE TERMS SHALL BE LIMITED TO, AT EVREADY ENERGY’S OPTION, REPAIR OR REPLACEMENT OF THOSE CHARGING STATIONS TO WHICH SUCH BREACH IS APPLICABLE OR REFUND BY EVREADY ENERGY OF ALL OR PART OF THE PURCHASE PRICE OF THE NON-CONFORMING CHARGING STATIONS.

E. Warranty Exclusions. The Warranty set forth in these Terms is subject to certain exclusions as more fully set forth in the Warranty. COMPANY HAS BEEN INFORMED AND UNDERSTANDS THAT, IN THE EVENT ANY SUCH EXCLUSION BECOMES APPLICABLE, ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN THESE TERMS SHALL IMMEDIATELY BECOME NULL AND VOID.

F. Exclusive Remedies. THE REMEDIES CONTAINED IN SECTION 4 ARE COMPANY’S SOLE AND EXCLUSIVE REMEDIES AND ARE IN LIEU OF ANY OTHER RIGHTS OR REMEDIES COMPANY MAY HAVE AGAINST EVREADY ENERGY WITH RESPECT TO NON CONFORMANCE OF THE CHARGING STATIONS.

5. Intellectual Property

A. Restrictions on Use Company shall not: (i) create derivative works based on the Charging Stations, (ii) copy, frame or mirror any part or content of the Charging Stations, (iii) reverse engineer any Charging Station, or (iv) access the Charging Stations for any improper purpose whatsoever, including, without limitation, in order to (A) build a competitive product or service, or (B) copy any features, functions, interface, graphics or “look and feel” of the Charging Stations.

B. Ownership of Intellectual Property All right, title and interest in and to any intellectual property related in any way to the Charging Stations is, and shall remain, the exclusive property of EVready Energy. For these purposes, the term “intellectual property” shall mean, all of a patents, patent applications, patent rights, copyrights, moral rights, algorithms, devices, application programming interfaces, databases, data collections, diagrams, inventions, methods and processes (whether or not patentable), know-how, trade secrets, trademarks, service marks and other brand identifiers, network configurations and architectures, proprietary information, protocols, schematics, specifications, software (in any form, including source code and executable code), techniques, interfaces, URLs, web sites, works of authorship, and all other forms of technology, in each case whether or not registered with a governmental entity or embodied in any tangible form and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world in any way arising prior to or during the term of these Terms.

6. General

A. Attorneys’ Fees. If any action at law or in equity is necessary to enforce the terms of these Terms, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which the prevailing party is otherwise entitled.

B. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations here-under on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosion, acts of God, war, governmental action, labor conditions, earthquakes, Force Majeure or any other cause which is beyond the reasonable control of such party.

B. Waiver. The failure of either party to require performance by the other party of any provision hereof shall not affect such party’s full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

D. Severability. In the event that any provision of these Terms shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted as to best accomplish the objectives of such provisions within the limits of applicable law or applicable court decisions.

E. Assignment. The rights and liabilities of the parties hereto shall bind and inure to the benefit of their successors, executors or administrators, provided, however, that neither EVready Energy nor Company may assign or delegate these Terms or any of its licenses, rights or duties under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party in its reasonable discretion; provided, however, that Company and EVready Energy shall each be entitled to assign these Terms to an affiliate or to its success, or in interest by way of merger, acquisition of substantially all of the assets of assignor or any similar event (collectively, “Acquisition Transactions”); and provided further, however, that notwithstanding any Acquisition Transaction, Company shall not assign these Terms to any competitor of EVready Energy without EVready Energy’s prior written consent, in its sole discretion. Any attempted assignment in violation of this provision shall be void.

F. Notices. Any notice, request, demand or other communication by the terms hereof required or permitted to be given by one part to the other shall be given in writing by email with confirmation of receipt, certified or registered mail, return receipt requested, fax or courier addressed to such other party or delivered to the address for each party set forth below their respective signatures, or at such other fax, email address or office address as may be given from time to time by either of the parties.

G. Governing Law, Jurisdiction and Dispute Resolution. The EVready Energy entity entering into this Agreement, the address to which Company should direct notices under this Agreement, the governing law, and place of jurisdiction, shall be the Commonwealth of Massachusetts, Essex County.
The EVready Energy entity entering into this Agreement is: EVready LLC
Notices should be addressed: 7 Newbury Road Ipswich, MA 01938
Governing law: Essex County, Massachusetts, U.S.A.
Place of jurisdiction: Essex County, Massachusetts, U.S.A.
Forum: The United States of America – EVready Energy, a Massachusetts corporation
Attn: Legal Department: Inc. 7 Newbury Road Ipswich, MA 01938, and controlling United States federal law Essex County, Massachusetts, U.S.A.

Any disputes related to this Agreement, will be governed by the applicable Governing Laws above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Except with respect to any matter relating to Company’s violation of the intellectual property rights of EVready Energy, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be submitted to and finally settled by arbitration using the English language in accordance with the Arbitration Rules and Procedures of the applicable Forum above then in effect, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. All claims shall be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of EVready Energy, such claim may be litigated in a court of competent jurisdiction. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs.  Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief.

H. Entire Agreement. These Terms and the attachments hereto constitute the entire agreement between the parties regarding its subject matter. It supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. These Terms shall not be modified unless done so in a writing signed by an authorized representative of each party.

English Language Agreement Governs. Where EVready Energy has provided Subscriber with a translation of the English language version of this Agreement, Company agrees that the translation is provided for Subscriber’s convenience only and that the English language version of this Agreement governs Company’s relationship with EVready Energy. If there is any conflict between the English language version of this Agreement. It is the express wish of the Parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only.

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