EVolve Electrics — Standard Terms and Conditions of Sale

Last Updated: 11/07/2025

1) Definitions; Offer and Acceptance

These Standard Terms and Conditions of Sale (the “Terms”) govern all quotations, sales, and deliveries of products and related services (collectively, “Products”) by EVolve Electrics (“Seller”) to any purchaser (“Buyer”). Any additional or different terms in Buyer’s purchase orders or other documents are rejected and have no effect unless expressly agreed in a written instrument signed by Seller. Seller’s order acknowledgment or shipment constitutes acceptance solely of these Terms.

2) Entire Agreement; Order of Precedence

These Terms together with Seller’s written quotation or order acknowledgment (if any) constitute the entire agreement (the “Agreement”). In case of conflict, (a) a fully executed written agreement signed by both parties (if any) controls; then (b) Seller’s order acknowledgment; then (c) these Terms; then (d) Seller’s quotation.

3) Pricing; Taxes; Payment; Security Interest

3.1 Pricing. Prices are as stated in Seller’s quotation or order acknowledgment and are subject to change prior to acceptance of Buyer’s order.
3.2 Taxes. Prices exclude all taxes, duties, tariffs, and fees. Buyer is responsible for all such amounts (except taxes on Seller’s net income).
3.3 Payment. Unless otherwise agreed in writing, payment is due in full prior to shipment. Seller may extend credit at its discretion. Overdue amounts accrue finance charges at 0.0493% per day (18% per annum) or the maximum allowed by law, whichever is less.
3.4 No Chargebacks. Unauthorized chargebacks are a material breach; Buyer remains liable for all collection costs, including reasonable attorneys’ fees.
3.5 Security Interest. Until full payment is received, Seller retains a purchase-money security interest in the Products and proceeds thereof. Buyer authorizes Seller to file UCC financing statements.

4) Delivery; Title and Risk; Inspection

4.1 Shipment. Unless expressly stated otherwise, delivery terms are DAP Seller’s facility (Boulder, Colorado, USA) (Incoterms or UCC as applicable). Title and risk of loss pass to Buyer upon tender to the carrier. Shipment dates are estimates, not guarantees. Seller is not liable for carrier delays or logistics disruptions.
4.2 Inspection. Buyer must inspect on receipt. Claims for shortages, visible damage, or nonconformity must be made in writing within seven (7) days of delivery. Failing that, Products are deemed accepted.

Refer to Shipping Policy for complete details.

5) Returns and RMA

All returns require prior RMA authorization. Defective items reported within seven (7) days of receipt may be evaluated for exchange or refund, at Seller’s discretion, following Seller’s verification. Return freight is Buyer’s responsibility. Non-defective returns are subject to a 30% restocking fee and must be unused, in original, unmarked factory condition. Custom, built-to-order, opened battery cells/modules, hazardous materials, or special-order items are non-cancelable and non-returnable.  Refer to Return & RMA Policy for complete details.

6) Distributor/Reseller Disclaimer

Seller operates as a distributor and reseller of third-party products and components. Seller is not the manufacturer and makes no representations regarding manufacturer design, workmanship, or compliance beyond passing through manufacturer literature and documentation. Manufacturing defects, OEM warranties, and product safety certifications are between Buyer and the manufacturer. Seller’s role is limited to distribution, order fulfillment, and general technical guidance based on accumulated product knowledge.

7) Warranty Disclaimer; Exclusive Remedies

EXCEPT AS EXPRESSLY SET OUT IN A SELLER-SIGNED WRITING, PRODUCTS ARE PROVIDED “AS IS.” SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. Buyer’s exclusive remedy for any claim relating to the Products is, at Seller’s option, repair, replacement, or refund of the purchase price of the affected Product returned per Seller’s instructions.

8) Technical Support; Complimentary Period & Limits

8.1 Complimentary Support Window. Seller provides complimentary technical support for six (6) months from the shipment date to the original purchaser, limited to installation validation, basic configuration of Seller-supplied items, and interpretation of Seller-supplied documentation. Complimentary support is non-transferable and applies to the configuration as shipped.
8.2 Outside Scope (Billable if Requested). System/application design, reconfigurations, harnesses not supplied by Seller, third-party products not purchased from Seller, major firmware upgrades post-delivery, on-site work, expedited response, recurring training, or team turnover re-onboarding are not included in complimentary support.
8.3 After Six Months. Support may be available on a paid basis, subject to scheduling and a mutually agreed written scope. Rates and packages are quoted separately.
8.4 Intake Requirements. Seller may require a completed intake (product identifiers, firmware version, system topology, wiring diagram, photos, logs/freeze-frames, DTCs, and steps to reproduce). Seller may pause or decline support until adequate documentation is provided.
8.5 Manufacturer Issues. Suspected manufacturer defects or firmware bugs may be directed to the manufacturer’s channels; Seller may coordinate at its discretion.
8.6 No Guaranteed Response Times. Response targets apply only where explicitly agreed in a paid support agreement.

9) Safety; High-Voltage and Integration Guidance

Buyer is solely responsible for safe handling, storage, integration, and use of high-energy and high-voltage systems, including lockout/tagout and compliance with applicable codes, standards, and training requirements. Any technical guidance from Seller is advisory only; Buyer must independently validate, test, and qualify designs and settings. Seller may refuse assistance where documentation is inadequate or conditions are unsafe.

10) Compliance; Export/Import; Trade Controls

Buyer is responsible for compliance with all export, import, customs, transportation, and hazardous materials laws and regulations applicable to the Products and their end use, including but not limited to U.S. EAR/ITAR, OFAC sanctions, and dangerous goods regulations. Seller does not guarantee regulatory approvals in any jurisdiction. International shipments are FOB Boulder, Colorado; Buyer is responsible for all duties, taxes, brokerage, and governmental filings and accepts associated delays.

11) Software/Firmware; Documentation

Any software/firmware embedded in or supplied with the Products is licensed (not sold) under the applicable manufacturer or licensor terms. Buyer agrees to comply with such license terms. Documentation provided by Seller may include or summarize manufacturer materials and is provided without warranty.

12) Intellectual Property

No IP rights are transferred. Buyer shall not reverse engineer, disassemble, or decompile Products except to the extent permitted by non-waivable law. Seller retains all rights in its trademarks, trade names, and confidential information.

13) Confidentiality

Non-public business, technical, pricing, or customer information disclosed by Seller is Seller’s Confidential Information. Buyer shall protect it with at least the same care used for its own confidential information and use it solely to perform under this Agreement. Any existing mutual NDA between the parties controls in case of conflict.

14) Indemnification

Buyer shall indemnify, defend, and hold harmless Seller and its affiliates, officers, directors, and employees from any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of: (a) Buyer’s handling, integration, misuse, or resale of the Products; (b) Buyer’s breach of this Agreement; or (c) negligence or misconduct by Buyer or its agents.

15) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, USE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. SELLER’S TOTAL LIABILITY FOR ANY CLAIM RELATING TO THE PRODUCTS OR THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY BUYER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

16) Force Majeure

Seller is not liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, labor disputes, raw material shortages, transportation or utility failures, governmental actions, or supplier delays. Performance is excused for the duration of the event and for a reasonable recovery period.

17) Changes to Terms; Support Policy (Prospective)

Seller may update these Terms and/or its posted Support Policy from time to time. Updates apply prospectively to orders placed, and to support requests submitted, on or after the stated “Last Updated” date. Updates do not modify obligations for prior orders unless agreed in a signed writing. Seller may condition support on Buyer’s acceptance of the then-current Support Policy.

18) Governing Law; Venue; Jury Waiver

This Agreement is governed by the laws of the State of Colorado, without regard to conflict-of-law rules. The parties consent to the exclusive jurisdiction and venue of the state or federal courts located in Boulder County, Colorado. JURY TRIAL IS WAIVED.

19) Assignment; No Third-Party Beneficiaries

Buyer may not assign or transfer this Agreement without Seller’s prior written consent. Any unauthorized assignment is void. There are no third-party beneficiaries.

20) Notices

Notices must be in writing and deemed given when delivered by recognized courier, certified mail (return receipt), or email with confirmation, to the addresses below or as updated by notice.

EVolve Electrics
6880 Winchester Circle, Unit F
Boulder, CO 80301 USA
Email: sales@evolveelectrics.com
Phone: +1 (720) 837-7866

21) Severability; Waiver; Survival

If any provision is held invalid, the remaining provisions remain in full force. A failure to enforce is not a waiver. Sections that by their nature should survive (including payment, IP, confidentiality, indemnity, limitations of liability) survive termination or expiration.

22) Acknowledgment

By placing an order or accepting delivery, Buyer acknowledges reading, understanding, and agreeing to these Terms.