Standard Terms and Conditions for Commercial Purchases
Last Updated: November 1, 2023
- These Terms and Conditions govern all purchases by a commercial customer (“Customer”) of products (“Products”) and related services from EvoCharge, Inc. (“EvoCharge”). Other than as specifically provided in a separate written agreement executed by EvoCharge and Customer, any additional or different terms specified or referenced in Customer’s purchase order are hereby excluded and shall not be deemed effective or binding. These Terms and Conditions, along with the terms of any quotation provided by EvoCharge to Customer, represent the entire agreement between the Customer and EvoCharge pertaining to the purchase of Products and services from EvoCharge and shall supersede all prior oral and written agreements, proposals, communications, and documents, except for the terms of any separately executed written agreement between Customer and EvoCharge. These Terms do not apply to consumers purchasing Products for personal or household use.
- QUOTATIONS. We reserve the right to make any corrections to a quote due to stenographic or clerical errors. A quote is subject to review and acceptance of all applicable specifications.
- PURCHASE ORDERS. No purchase order placed by Customer, including any order through the EvoCharge website, shall be deemed accepted unless or until EvoCharge issues a written acceptance. EvoCharge may cancel a purchase order in whole or in part if EvoCharge discontinues a Product or reduces or allocates its inventory of Product or if Customer is in violation of any payment obligation to EvoCharge. Requests by Customer for delivery date changes will be considered by EvoCharge on a case by case basis dependent upon the current production schedule at the time of the request.
- PRICES; SHIPPING: Prices are as quoted subject to revision in the event of increases in the cost of raw materials or purchased components. Where no quotation applies, the price shall be as stated in EvoCharge’s Product Line Pricing Schedule at the time of your offer, which may be changed by EvoCharge from time to time. Freight shall be prepaid and Add or Collect; EXW, EvoCharge’s facility. Title and risk of loss shall transfer to Customer when EvoCharge makes the Products available to Customer at EvoCharge’s facility. Customer shall bear all risk of loss, delay, or damage in transit, as well as the cost of freight and insurance. Any deliver time frames we provide when we accept an order are estimates only and are not guaranteed.
- PAYMENT TERMS: Standard Terms are Advance (prior to shipment). Net 30-day payment terms are available with credit approval. Notwithstanding the foregoing, payment terms for certain large projects, which may include milestone payments, will be as per the applicable quotation. Terms are based on the date of invoice, not on the date merchandise is received. A 1.5% monthly service charge will be assessed on all past due accounts. Payment must be made in U.S. dollars, with correct currency noted on checks.
- SALES & USE TAX: Any applicable taxes on the use, consumption or storage of these Products are the responsibility of the Customer (unless an exemption applies).
- ENGINEERING CHARGE: The Engineering Charge covers the cost of engineering, adapting and fabricating special tooling, fixtures and programming and does not convey title nor control of any tooling required to fabricate the parts included in this quote.
- EXPORT: Customer will comply with all applicable laws and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, re-exporting, releasing, or otherwise making a Product available outside the United States.
- LIMITED WARRANTY: Company makes only its limited Product warranty, which can be found at https://evocharge.com/warranty (the “Limited Product Warranty”). The warranty return process is stated in the Limited Product Warranty. EXCEPT FOR SUCH LIMITED PRODUCT WARRANTY, EVOCHARGE MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR NON-CONFORMING PRODUCTS SHALL BE AS SET FORTH IN THE LIMITED PRODUCT WARRANTY.
- LIMITATION OF LIABILITY: IN NO EVENT SHALL EVOCHARGE BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL EVOCHARGE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND ANY QUOTATION OR AGREEMENT OF SALE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT, OR OTHERWISE, EXCEED THE PRICE PAID BY CUSTOMER FOR THE PARTICULAR PRODUCTS WITH RESPECT TO WHICH THE DAMAGE OCCURRED.
- RETURN GOODS POLICY: Except for warranty claims for defective Product, which shall be handled in accordance with the EvoCharge’s Limited Product Warranty referenced in Section 9, EvoCharge shall not accept the return of Products purchased hereunder. To return product covered by EvoCharge’s Limited Product Warranty, a Return Material Authorization (RMA) must be obtained from EvoCharge by calling 800-328-6108.
- CANCELLATION: Cancellation after an order for standard products is received at EvoCharge will be subject to a 20% restocking charge for any Product that has been built for that order. Cancellation of orders for Products built that required any software or hardware customization, such as private labeling, will be subject to a 50% restock/rework fee. Any raw material, engineering charges, freight costs or committed purchase costs that are incurred prior to order cancellation, purchase order change or design change shall be borne by the Customer. NO CANCELLATIONS WILL BE ACCEPTED WITHIN 45 DAYS OF THE SCHEDULED SHIP DATE AS ESTABLISHED BY THE ACKNOWLEDGED CUSTOMER PO.
- FORCE MAJEURE. EvoCharge shall not be liable or responsible to Customer or any third party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms when and to the extent such failure or delay is caused by or results from acts beyond EvoCharge’s control (including the control of any supplier of EvoCharge or of any carrier of goods), including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics or pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) strikes, labor stoppages or slowdowns, or other industrial disturbances; (g) loss, delay or shortage of transportation or loading facilities, power shortage, and (h) other events beyond the control of EvoCharge.
- GOVERNING LAW; ARBITRATION: These Terms shall be governed by the law of the State of Delaware without giving effect to any conflicts of laws principles, and the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this transaction. Any dispute relating to this transaction shall be decided by binding arbitration under the rules and procedures of the American Arbitration Association and shall be heard in Minneapolis, Minnesota unless EvoCharge elects otherwise.
- MISCELLANEOUS: Failure or delay by either party to enforce any of its rights hereunder or at law shall not be deemed a waiver of such rights nor shall a waiver by either party of any default of the other party be deemed a waiver of any other or subsequent default. Customer may not assign these Terms to another party without the consent of EvoCharge. These Terms shall not confer any rights or remedies upon any person or entity other than EvoCharge and Customer and their respective successors and permitted assigns. These Terms may not be waived, modified or amended without the consent of both parties in a writing signed by their respective authorized representatives. If any provision of these Terms is held to be void, voidable or unenforceable by any court or governmental agency, such holding shall not affect other provisions or the application or enforcement which can be given effect without the invalid provision. By submitting a purchase order for Products, purchasing a Product on the EvoCharge website, or clicking “I Accept” on the EvoCharge website, Customer agrees to these Terms and the Terms form a binding contract on Customer and EvoCharge.