Standard EVolve Electrics Terms and Conditions of Sale
BUYER HEREBY ACKNOWLEDGES IT HAS READ AND AGREES WITH THE FOLLOWING TERMS AND CONDITIONS (“TERMS” and, collectively with any other document referenced herein, this “Agreement”). Buyer’s acceptance will be limited to the terms of such Agreement. No additions or modifications are will be valid unless expressly and mutually agreed on in writing. The term “Seller” as used herein refers to EVolve Electrics. The term “Product” as used herein refers to the item(s) listed on the accompanying sales invoice.
1. THE TERMS OF THIS AGREEMENT ARE EXCLUSIVE and none of its provisions may be added to, modified, superseded or altered notwithstanding any terms which may now or in the future appear on Buyer’s purchase orders, acknowledgments, or other forms. Buyer's payment for or other acceptance of any Products or other tender of performance by Buyer, including the acceptance or signing of any of Seller's quotations, invoices or purchase orders, shall be taken as Buyer's assent to and acceptance of the terms hereof. Seller’s shipment or delivery of goods or other tender of performance by Seller shall not be deemed Seller's assent to and acceptance of any terms, including any terms contained on any Buyer documentations such as purchase orders, which purport to add to, modify, supersede or alter the terms hereof. THE SALE OF ANY PRODUCT RELATED TO THIS QUOTATION IS EXPRESSLY LIMITED TO THE TERMS HEREOF AND ANY ADDITIONAL OR DIFFERENT TERMS ARE OBJECTED TO WITHOUT FURTHER NOTIFICATION BY SELLER.
- SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT OR ANY INSTRUCTIONS, DATA, OR ANY OTHER INFORMATION RELATED THERETO PROVIDED TO BUYER EXCEPT AS SET FORTH ON THE ATTACHED QUOTE. ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY OR PERFORMANCE. In no event shall Seller be liable in contract or in tort, including negligence and strict liability, for any damages whatsoever, including direct, special, punitive, indirect, incidental or consequential damages of any kind or character, including, without limitation, loss of use of productive facilities or equipment, loss of revenues or profits or loss under related purchases or contracts.
- INDEMNITY: Buyer agrees to indemnify, defend, and hold harmless Seller, its employees, officers, and directors, from and against all claims, losses, liabilities, obligations, demands, costs and expenses, including, but not limited to, all judgments, amounts paid in settlement, attorneys fees and court costs incurred as a result of or relating to (i) the handling or any other use of the Product by Buyer or any of its representatives, or (ii) a breach of any of the terms of this Agreement by Buyer or its employees, representatives, agents, or contractors (iii) negligence or misconduct under this Agreement.
- INTELLECTUAL PROPERTY: No license or right is granted hereunder by Seller to Buyer, directly or indirectly, under any patent, trademark, trade secret or other intellectual property right. For the avoidance of doubt, Seller shall retain exclusive ownership of all right, title, and interest, throughout the world, in all intellectual property relating to the Product purchased by Buyer. Buyer and Seller shall retain all rights in their respective trademarks and trade names. Buyer agrees not to copy, alter, modify, reverse engineer, or attempt to derive the composition or underlying information, structure or ideas of the Product and must not remove, overprint, deface or change any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership thereon.
- CONFIDENTIAL INFORMATION: Buyer shall keep strictly confidential all information provided to Buyer concerning or related to Seller’s goods (including the Product), manufacturing methods, business plans, personnel, customers and suppliers. Buyer will not use any such information for any purpose other than the performance of its obligations under this Agreement. If the parties have executed a Confidentiality and Non-Disclosure Agreement, such agreement is incorporated by reference herein and shall govern the exchange of confidential information between the parties hereunder. In the event of a conflict between these Terms and the Confidentiality and Non-Disclosure Agreement between the parties, the Confidentiality and Non-Disclosure Agreement shall be controlling.
- 6. LAW: Terms employed herein, unless otherwise defined, shall be deemed to have the meanings set forth in the in the Uniform Commercial Code enacted in the State of Indiana, as from time to time amended. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado applicable to contracts made and to be performed entirely within the State of Colorado.
- Independent Contractor: The parties agree that EVolve Electrics is an independent contractor, and nothing contained in this Agreement shall be interpreted to create an employment relationship or partnership or joint venture between the Company and EVolve Electrics.
- Governing Law; Venue: Jurisdiction; Jury Trial Waiver: This Agreement shall be governed by and construed in accordance with the laws of Colorado, including all matters of construction, validity and performance., Any action or proceeding commenced under or with respect to this Agreement shall be brought only in the small claim, county or district courts of Boulder County, Colorado, and the parties consent to the jurisdiction of such courts and waive any right to alter or change venue, including by removal. The parties HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO OR IN CONNECTION WITH THIS AGREEMENT.
- Entire Agreement; Counterparts; Severability; Amendments; Waiver: These terms and conditions, along with the offer letter attached hereto, constitute the entire agreement (“Agreement”) between the parties hereto concerning the matters covered herein and supersede all prior agreements and/or understandings between the parties, whether written or oral, concerning the matters addressed herein. Any provision of this Agreement which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof; and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided, however, that to the extent that the provisions of any such applicable law can be waived, they are herby waived by the parties. To be effective, any amendment, waiver or consent must be in writing and singed by a duly authorized officer of the party executing the waiver or consent. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its term.
Payment must be made prior to any product being shipped unless pre-authorized terms have been mutually established. Acceptable payment methods include credit card, check, or money order (mandatory for all international customers). To process your order, EVolve Electrics will have access to your address, email, and phone number. This information may be used in relation to your order, but will never be used to deliver unsolicited commercial messages to you.
EVolve reserves the right to assess a finance charge for payments made beyond specified credit terms. Credit terms typically are specified in a customer's governing tariffs, transportation contracts or in other quotation documents.
Monthly statements will cover bills paid past the due date for the previous month. A finance charge will be assessed at an annual rate of 18% or 0.0493% per day for each day a bill is past due. The date a bill is due is calculated as invoice date plus credit terms. The days past due will be calculated as due date minus the date funds were received by EVolve Electrics.
EVolve Electrics retains the right to refuse sale of products or service at their discretion.
All parts sold by EVolve Electrics are covered by the original parts manufacturer's warranty and policies. EVolve must be contacted prior to any unwanted product being returned. Any product found to be defective within 7 days of product's arrival will be eligible for either a product exchange or a full refund. An exchange/refund will be immediately issued to the customer upon verification by an EVolve technician that the product is defective due to manufacturer's error. Return shipping will be paid for by the customer. Any product returned for non-defective reasons will be subject to a 30% restocking fee and must be returned in original factory condition. Any item returned marked in anyway or damaged will not be eligible for a refund and will be returned to the purchaser.
All Custom Item Sales are final - these items are protected under Manufacturer warranty but cannot be refunded or replaced.
Items ship via Fedex and Fedex LTL for all orders weighing over 150 pounds. Items generally ship same day and arrive between 2-5 business days when shipped within the contiguous U.S. International shipping is available. Please contact EVolve for further information or to obtain a shipping quote.
Customs and Duties:
All shipping rates are FOB Boulder, Colorado USA. The recipient is responsible for assuring the product can be lawfully imported to the destination country. The recipient is the importer of record and must comply with all laws and regulations of the destination country. Orders shipped outside of the United States may be subject to import taxes, customs duties and fees levied by the destination country. The full retail value of the product will be designated as the value subject to any customs, duties, or taxes fees. The recipient of an international shipment may be subject to such import taxes, customs duties and fees, which are levied once a shipment reaches the recipient's country. Additional charges for customs clearance must be borne by the recipient; EVolve has no control over these charges and can't predict what they may be. Customs policies vary widely from country to country; you should contact your local customs office for more information. When customs clearance procedures are required, it can cause delays beyond our original delivery estimates.
For products shipped internationally, please note that any manufacturer warranty may not be valid; manufacturer service options may not be available; product manuals, instructions and safety warnings may not be in destination country languages; the products (and accompanying materials) may not be designed in accordance with destination country standards, specifications, and labeling requirements; and the products may not conform to destination country voltage and other electrical standards (requiring use of an adapter or converter if appropriate). You are responsible for assuring that the product can be lawfully imported to the destination country. When ordering from EVolveElectrics.com, the recipient is the importer of record and must comply with all laws and regulations of the destination country.
Your privacy is important to us, and we know that you care about how information about your order is used and shared. We would like our international customers and customers shipping products internationally to be aware that cross-border shipments are subject to opening and inspection by customs and/or postal authorities. Also, we may provide certain order, shipment, and product information, such as titles, to our international carriers, and such information may be communicated by the carriers to customs and/or postal authorities in order to facilitate customs clearance and comply with local laws. If the order is a gift, the package is marked "Gift," but the cost of the item is still stated on the customs form. Customs authorities require the value of the gift item to be stated directly on the package.