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ZEFNERGY
<br />M
<br />Conditions ol Sae COS 1.2
<br />1. All sales are expressly conditional on Buyer's agreement to the standard terms and conditions on this form, ZEFNET SAAS Terms and Conditions, and the attached
<br />quotation or proposal. No additional or different terms apply unless expressly agreed to in writing by ZEF Energy, Inc (Seller). Seller hereby gives notice of its objection
<br />to any different or additional terms. Acceptance of or payments for any of the goods constitute Buyer's agreement to Seller's terms and conditions.
<br />2. All sales are made F.O.B. point of shipment, freight prepaid and added to invoice at cost. Shipments can be made Freight Collect by request. Each shipment and
<br />delivery will be considered a separate and independent transaction. Title shall transfer from Seller to Buyer and Buyer shall have risk of loss after delivery at F.O.B.
<br />point of shipment.
<br />3. Shipment dates given in advance of actual shipment are estimated and deliveries will be made subject to prior orders on file with Seller. Seller shall not be liable for
<br />failure to perform or delay in performance hereunder resulting from fire, labor difficulties, transportation difficulties, delays in usual sources of supply, major changes
<br />in economic conditions or, without limitation by the foregoing, any cause beyond Seller's reasonable control.
<br />4. Terms of warranty for all ZEF Energy, Inc products are per the ZEF Energy Limited Warranty,
<br />S. This order may be canceled by Buyer only if agreed to by Seller and upon payment of reasonable charges based upon expenses already incurred and commitments
<br />made by Seller.
<br />6. THE ZEF ENERGY LIMITED WARRANTY IS EXPRESSLY IN LIEU OF AND EXCLUDES ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
<br />WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR PARTICULAR PURPOSE, USE, OR APPLICATION, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART
<br />OF SELLER, UNLESS SUCH OTHER WARRANTIES, OBLIGATIONS OR LIABILITIES ARE EXPRESSLY AGREED TO IN WRITING SIGNED AND APPROVED BY SELLER. UNLESS
<br />EXPRESSLY AGREED TO BY SELLER IN WRITING SIGNED AND APPROVED BY SELLER, SELLER PROVIDES NO WARRANTIES IN CONNECTION WITH ANY SERVICES SELLER
<br />PROVIDES TO BUYER IN CONNECTION WITH OR RELATING TO THE PRODUCT AND/OR INSTALLATION THEREOF, ANY SUCH SERVICES ARE PROVIDED "AS IS," AND
<br />SELLER HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES IN CONNECTION WITH ANY SUCH SERVICES, INCLUDING, BUT NOT LIMITED TO,
<br />WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR PARTICULAR PURPOSE. THE REMEDIES SET FORTH HEREIN AND IN THE ZEF ENERGY LIMITED WARRANTY
<br />ARE BUYER'S SOLE AND EXCLUSIVE REMEDIES.
<br />SELLER SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR DAMAGE OR INJURY TO PERSONS OR PROPERTY OR FOR OTHER LOSS OR INJURY RESULTING
<br />FROM ANY CAUSE WHATSOEVER ARISING OUT OF OR RELATED TO THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY DEFECTS IN THE CHARGER, OR FROM USE
<br />OR INSTALLATION. SELLER'S MAXIMUM LIABILITY FOR ALL CLAIMS, INCLUDING, BUT NOT LIMITED TO, CLAIMS OF BUYER OR ANY THIRD PARTY RESULTING FROM
<br />THE USE OF SELLER'S PRODUCTS, SHALL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS ACTUALLY MADE TO SELLER BY BUYER FOR THE PRODUCT OR PART
<br />ON WHICH LIABILITY IS BASED. THE LIMITATION OF LIABILITY SET FORTH IN THE PRECEDING SENTENCE SHALL NOT APPLY TO SUPPLIER'S INTELLECTUAL PROPERTY
<br />INDEMNIFICATION LIABILITY UNDER SECTION 12(A) HEREOF. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT,
<br />CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES INCURRED BY BUYER OR SUCH THIRD
<br />PARTY FOR LOSS OF BUSINESS PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF POWER, LOSS OF USE OF THE EVSE
<br />SYSTEM, COSTS OF REPLACING LOST POWER, DAMAGES TO STRUCTURES, THE COST OF ANY SUBSTITUTE SYSTEM OR SOURCE OF POWER, OR OTHER PECUNIARY
<br />LOSS), WITHOUT REGARD TO CAUSE OR THEORY OF LIABILITY, INCLUDING THE NEGLIGENCE OF SELLER, BREACH OF WARRANTY OR OTHERWISE.
<br />8. Seller will not accept any penalty or liquidated damage clauses of any kind, written or implied, or any liability arising from such clauses.
<br />9, The prices stated in this quotation shall, unless renewed, automatically expire thirty (30) days from the date hereof and are, by notice, subject to changes at any
<br />time. The prices shown do not include any sales taxes or other charges payable to state or local authorities. Any such taxes now or hereafter imposed with respect
<br />to sales or shipments hereunder will be added to such prices and the Buyer agrees to reimburse Seller for any such taxes or charges. Buyer shall have no rights to
<br />any setoffs of any nature relating to any payments due to Seller.
<br />10. If not otherwise specified, terms of payment are 30% due at time of order, balance due prior to shipment. After a deposit is paid, if Buyer cancels the associated
<br />Purchase Order, Buyer may apply its deposit to another Purchase Order in full, provided the new Purchase Order is placed contemporaneously with the
<br />cancellation. Subsequent cancellations, even if replaced with a new Purchase Order, may be subject to deductions of reasonable carrying costs by Seller. If Seller
<br />shall have any doubt at any time as to Buyer's ability to pay, Seller may decline to make deliveries except upon receipt of satisfactory security.
<br />11. a. Seller shall, at its expense, defend any suit brought against Buyer, based on a claim that any product furnished by Seller pursuant to these terms and conditions
<br />constitutes an infringement of any United States patent, and Seller shall pay all judgments and costs recovered against Buyer in any such suit and shall reimburse
<br />Buyer for costs or expenses incurred by Buyer in the defense of any such suit, provided that Buyer gives Seller prompt notice of such suit, reasonable assistance
<br />in the defense thereof, and full opportunity to control all aspects of the defense thereof, including settlement. In the event such product is held to constitute
<br />infringement, and the use of the product is enjoined, Seller shall, at its option, procure for Buyer the right to continue using the product; replace it with non -
<br />infringing product; modify it so it becomes non -infringing; or remove the product and refund the portion of the purchase price applicable thereto, including the
<br />transportation and installation thereof.
<br />b. Seller's liability for patent infringement shall not apply to:
<br />i) Patented processes performed by the product or another product produced thereby;
<br />ii) Products supplied according to a design other than that of Seller and which is required by Buyer; or
<br />iii) Modifications of the product or combinations of the product with another product not furnished by Seller.
<br />iv) failure of Buyer to implement any update provided by Seller that would have prevented the claim, demand, suit, action or judgment;
<br />v) unauthorized use of the product, whether or not in breach of these terms and conditions.
<br />c. The foregoing paragraphs 11(a) and 11(b) state the entire liability of Seller to Buyer for patent infringement by any product furnished by Seller to Buyer,
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