TERMS AND CONDITIONS
Return Policy: Once payment is made by the first party purchaser (“Customer”) and received by Company (“Supplier“) for custom manufactured personal electric vehicles (“Products”) all sales are final. Payments by Customer to Supplier are used in full to pre-pay all costs associated with new manufacturing and final delivery of the completed Product(s) made to order for the Customer by the Supplier.
Acknowledgment of Acceptance: All representations relating to the goods and services of the Supplier are contained in this Agreement (“Agreement“). Customer acknowledges that they have read and understood all terms and conditions herein and the purchase of the Products from Supplier constitutes the Customer’s acceptance of the terms set forth herein.
Vehicle Maintenance Agreement: Customer agrees to ensure proper usage and perform regular maintenance of the vehicle(s). Customer agrees to immediately upon receipt of the Product(s) charge the vehicle(s) before their initial use for a full 8 hours, and as required, agrees to maintain a fully charged battery after every use on a regular basis. Customer agrees that if the vehicles are not in use for the period of time of 14 days or longer, Customer will be responsible to completely charge each battery (including spare batteries) to ensure each battery is being stored at a full charge capacity at all times. Customer agrees not to allow batteries to completely discharge whether in use or not in use. If full discharge occurs during normal operations, by discontinued use, or during long-term storage, Customer agrees to immediately discontinue use of the Product and replace the battery before resuming any normal operations of the Product(s) in an effort to prevent any potential electrical malfunction because of Customer negligence and improper maintenance.
Indemnification: Customer agrees to indemnify, defend and hold harmless Supplier, and its managers, members, shareholders, officers, directors, employees, agents, assigns, affiliates, representatives, shareholders, parent and subsidiaries, and their agents from and against any and all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions, including, without limitation, attorneys’ fees and costs (collectively, “Claims”), arising out of or as a result of in any way related to Customer’s negligence, acts or omissions, whether arising out of contract, tort, or otherwise including but not limited to or by reason of (i) the sale, including but not limited to shipping, parts, warranty, production, service, of the Product; (ii) any modification or alteration of the Products; (iii) any personal injury action relating to the Products sold; (iv) any damages or losses relating to or unrelated to the maintenance procedures of the Products whether proper or improper including battery charging and maintenance of the Products sold; (v) any misrepresentation by Customer to the Company or to clients or consumers regarding the nature of the Products; (vi) any false or misleading information disseminated to the public by Customer regarding the Products; (vii) the negligence of Customer and its affiliates; (viii) any breach of this Agreement by Customer; and (iv) any material breach of this Agreement. Customer agrees to indemnify, defend and hold harmless Supplier from and against any and all Claims arising as a result of or by reason of any material breach by Customer of this Agreement.
Third Party Beneficiary: Supplier expressly disclaims any liability, replacements or warranties made for the benefit of any third party, including, but not limited to, any third party to whom the Customer may sell or transfer the goods which are subject to this Agreement (“Agreement”).
Limitation of Liability: Supplier (Seller) shall not be responsible or held liable to Customer for indirect, consequential, incidental, special or exemplary damages, including but not limited to, loss of revenue or anticipated profits, loss of investment, loss of product, business interruption or lost business, personal injuries or any payments due for personal injury or property damages, even if Seller has been advised by of the possibility of such damages. Upon purchase Customer agrees to indemnify and hold harmless Supplier, its parent companies, subsidiaries, heirs, executors, administrators, employees, successors, volunteers and assigns including personally from any loss, liability, damage, injury, property damage, death, wrongful death or costs, including court costs and attorney fees, and other incidental or consequential damages that they may incur due to my participation directly or indirectly in said activities, whether caused by negligence or otherwise. These terms shall apply regardless of the form of action, whether in contract, in tort (including negligence and strict liability) or otherwise, and extends to Seller’s employees, agents, and representatives as third-party beneficiaries.
1 Year Parts Replacement Policy: All products are custom manufactured to order for Customer. Products are in new condition upon delivery to Customer(s), and are sold in AS-IS condition. This parts replacement policy extends only to the original purchaser of the Products from the Supplier for a period of 1 year from the date goods are received and does not extend to any 3rd parties whatsoever under any condition. This One Year Parts Replacement Policy includes OEM parts replacements for OEM parts defects only, excluding brake pads and tires. Part replacements of OEM defects will be made available to Customer at no cost for the parts required to repair the Product. A 3rd party professional service technician may be required to complete a diagnostic inspection of the vehicle and complete a signed Parts Request Form to be returned to Supplier in order for Customer to receive replacement parts. Customer is responsible for all costs associated of professional inspection and shipping of replacement parts. This 1 Year Parts Replacement Policy does not cover damage caused by normal use; accident; misuse or abuse; the attachment of any unauthorized accessory; alteration to the product; improper assembly or installation; unauthorized repairs or modifications; improper use of electrical/power supply; loss of power; dropped product; malfunction or damage of an operating part from failure to provide manufacturer’s recommended maintenance; transportation damage; theft; neglect; vandalism; or environmental conditions; loss of use during the period the product is at a repair facility or otherwise awaiting parts or repair; or any other conditions whatsoever that are beyond the control of the Supplier. Only in the event the product is damaged beyond repair during shipping directly to Customer after purchase due to negligence of the 3rd party shipper does Supplier reserve the right to replace the vehicle only for Customer to be produced and delivered on the next FOB ocean freight shipment to avoid similar occurrences during shipping and replacement vehicle may exclude battery, bolt on accessories, basket and/or seat assembly. Customer agrees to allow the Supplier to recover the costs due for any damages made by the 3rd party shipper in order for the Supplier to provide the replacement vehicle to the Customer based on the obligation of the shipper to pay for the damages to the Customer’s order. Parts replacements are effective only to the original purchaser and if the product is purchased and operated in the country in which the product is purchased. A product that requires modifications or adoption to enable it to operate in any other country than the country for which it was designed, manufactured, approved and/or authorized, or repair of products damaged by these modifications is not covered under this policy. Supplier expressly disclaims any liability or warranties made for the benefit of any third party, including, but not limited to, any third party to whom the Customer may sell or transfer the goods, which are subject to this Agreement (“Agreement”). Some replacement parts such as batteries and motors may require ocean freight shipping to the Supplier before they can be forwarded onto the Customer. If Customer makes any misrepresentation relating to or in connection with any claim of damages of merchandise, such misrepresentation shall void any applicable Parts Replacement Policy and void any rights and remedies otherwise available to Customer. Parts replacement policy and all technical support is voided to Customer immediately for any material breach of Agreement, or if the account becomes delinquent at any time for any reason and/or any items declared abandoned. THE POLICY PROVIDED HEREIN SHALL BE THE SOLE AND EXCLUSIVE POLICY FOR PARTS REPLACEMENTS. THERE SHALL BE NO OTHER PARTS REPLACEMENT POLICIES EXPRESS OR IMPLIED INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OR ANY OTHER OBLIGATION ON THE PART OF THE SUPPLIER WITH RESPECT TO PRODUCTS COVERED BY THIS PARTS REPLACEMENT POLICY.
Assignability: The Customer may not assign its rights or obligations under this Agreement without Supplier’s consent. This Agreement shall be binding upon the parties hereto, their heirs, assigns, or successors in interest by merger, operation of law, or by purchase of the entire or substantially all the business or product sold to Customer by Supplier.
Conflicts: The terms of this Agreement shall control if in conflict with the terms of the Customer’s purchase order. Terms and Conditions may be changed, modified, or updated by Supplier at any time.
Survival: The sections contained in this Agreement and all other sections providing for limitation of or protection against liability of Supplier in this Agreement shall apply notwithstanding any other provision of this Agreement and shall survive termination, cancellation or expiration of this Agreement.
Amendments: The provisions of this Agreement may not be amended, supplemented, waived or changed orally, but only by a writing signed by the Party as to whom enforcement of any such amendment, supplement, waiver or modification is sought and making specific reference to this Agreement.
Binding Effect: All of the terms and provisions of this Agreement whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective legal representatives, successors and permitted assigns.
Notices: Any notice required or permitted to be given under this Agreement shall be deemed properly made if in writing and if delivered by hand, or if addressed and mailed by certified mail, return receipt requested, to its principal office in the case of Supplier, or to the Customer’s (or Retailer’s) principal office as reflected in the paid invoice, or at such other address as either Party may hereafter designate by written notice to the other Party.
Intellectual Property: Supplier and Customer agree that Supplier is the sole owner of all worldwide rights in and to the intellectual property that exist or that may be obtained under the laws of any nation related to the Products and any products sold in the future by Supplier including, but not limited to: (a) all patents, processes and all filed, pending or potential applications for patents, including any reissue, re-examination, division, continuation or continuation-in-part applications now or hereafter filed; (b) all trade secret rights and equivalent rights; (c) copyrights, mask works and other literary property and authors rights, whether or not protected by copyright or as a mask work; existing technology within the product including specifications and product features, and (e) trademarks, trade names, symbols, logos, brand names, trade dress and other proprietary indicia including, without limitation, the trademarks of Triad, Triad Electric Vehicles and Triad Motion (collectively, “Intellectual Property”). Nothing contained in this Agreement shall be deemed to grant to Customer either directly or by implication, estoppel, or otherwise, any license to, or other right, title or property interest in or to, any Intellectual Property. During the term of this Agreement and at all times thereafter, the Customer shall not in any manner, either directly or indirectly, divulge, disclose or communicate to any person or firm any information of any kind concerning any matters affecting or relating to the product or the business of Supplier, its subsidiaries and/or affiliates, which it may acquire in the course of or as an incident to its engagement by Supplier, including, without limitation, the terms of this Agreement, the terms of any agreement with a Customer, the terms of any other agreement between Supplier and its employees or customers, or any Confidential Information (defined herein). “Confidential Information” is information that is proprietary or non-public including, but not limited to, Supplier’s Intellectual Property, Supplier’s manufacturers of the Products and any components thereof manufacturing, procedures, specifications, financial information, trade secrets, customer strategies and identities, distribution strategies, rental and marketing techniques and strategies, analyses, profit margins and programs, customer lists, compilations or profiles or the name of any customer, without regard to whether such information would be deemed confidential or material, the Parties agreeing that such information affects the successful and effective conduct of Supplier’s business and its goodwill, and that any breach of the terms of this Section shall be a material breach of this Agreement. All of the records, files and materials created or used by Customer in performing its services shall be Supplier’s sole and exclusive property and any such items in Customer’s possession shall be returned immediately to Supplier upon its request, and in any event upon termination of the engagement hereunder.
Venue and Choice of Law: The Agreement shall be deemed entered into the State of Florida and shall be construed and enforced in accordance with Florida law. The parties agree that the Florida courts shall have jurisdiction and shall be the proper place of venue with respect to any litigation relating to, or arising out of, this Agreement. The Customer waives the right to trial by jury in any action related to or arising from this Agreement. Customer acknowledges that a substantial portion of negotiations and execution of this Agreement occurred in Palm Beach County, Florida, and that, therefore, without limiting the jurisdiction or venue of any other courts, federal, state or otherwise, Customer irrevocably and unconditionally agree as follows: (a) that any suit, action or legal proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of record of the State of Florida in Palm Beach County or the court of the United States, Southern District of Florida; (b) Customer will need to be made present within the jurisdiction of each such court in any such suit, action or proceeding; (c) Customer waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any such courts including, without limitation, any defense of forum non-conveniens; and (d) service of any court paper may be effected on Customer by mail, as provided in this Agreement, or in such other manner as may be provided under Florida law or the applicable laws or court rules in said state, region or country where the Party is residing or is located. This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Florida without regard to principles or conflicts of laws.
Attorneys’ Fees and Costs: Customer agrees to pay Supplier all costs of the collection and enforcement of this Agreement, including attorneys’ fees and costs, whether incurred in or out of court for any Claim or cause whatsoever. In any event should any claim or proceeding arise directly or indirectly related to the Customer, their family members, heirs or associates, Customer hereby agrees to pay for any and costs including all attorney and legal fees incurred by Supplier and its parent companies, subsidiaries, heirs, executors, administrators, employees, and successors in their entirety.
Entire Agreement: This Agreement represents the entire understanding and agreement between the Parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations (if any) made by and between such Parties. Supplier (“Seller”) in our sole discretion reserves the right and may refuse service to any customer at any time who fails to comply with the guidelines, policies and procedures set forth to remedy any claim, cause or action, related to or unrelated to any implied, express, or merchantability warranty.
Severability: If all or any part of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder shall remain valid and enforceable according to its terms. The parties further agree to replace any such void or unenforceable provision of this Agreement with a valid and enforceable provision, which will achieve, to the extent possible, the economic, business, and other purposes of the void or unenforceable provision.
Confidentiality: Unless otherwise noted, all customer information given to Supplier, and any information received by customer from Supplier (“the Seller”) is deemed to be confidential including but not limited to; pricing, product specifications, facility information, and general know how.
Disclaimer: Supplier transfers ownership of Product to Customer at the time the 3rd party shipper collects item for final destination delivery. Customer assumes all risk of damages during shipping process. Customer agrees to pay for all costs of labor, maintenance and repair service. Supplier not responsible for payment to any 3rd party technician including for assembly or delivery fees after assembly by 3rd party. Orders shipped to 3rd party destinations not collected by Customer considered a material breach of this agreement as abandoned if not collected by Customer within 30 days from date of delivery. Supplier does not provide service or labor. Customer hereby assumes the risk of use, sale, re-sale and distribution of the Products. IN NO EVENT WILL SUPPLIER (SELLER) BE LIABLE, OR IN ANY WAY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND. IN ADDITION TO THE FOREGOING, Customer agrees that Supplier’s entire liability to Customer AND ANY other PARTIES for any cause of action under this Agreement, regardless of the form shall, in the aggregate, be limited to FIVE HUNDRED DOLLARS. Company reserves the right to change or modify these terms at any time without notice for any reason.
Mutual Non-Disparagement: The parties agree not to make any statements, written or verbal, or cause or encourage others to make any statements written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of the Company Triad Electric Vehicles, or its dealers, part or future employees, directors, agents, affiliates and officers. The parties acknowledge and agree that this prohibition extends to electronic media, videos, audio recordings, photographs, and includes statements written or verbal, made to anyone, including but not limited to, the news media, internet, competitors, employees (past and present), and clients. The parties with this purchase agree that this paragraph is a material provision of this Agreement and that any breach of this paragraph shall be a material breach of this Agreement, a violation of this paragraph thereby voids the 1 Year Parts Replacement Policy and any technical assistance to the Customer by Supplier, and that each Party would be irreparably harmed by violation of this provision.
Copyright and Trademarks: Supplier does not grant any Customer, Reseller or Retailer any right, license, title or interest in any of the trademarks, Intellectual Property or copyrighted material used or owned by Supplier. If there is a license between the parties, it shall be in a separate signed agreement between the Parties, which Supplier is not obligated to enter into. If Supplier enters into a license agreement, Supplier reserves the right to terminate the agreement at any time. The information contained in User’s Manual is not for public use and is intellectual property of the Supplier. User’s Manuals in whole or in part, with consideration to all text and photography, is not to be copied, posted online or transmitted electronically in any way, shape or form. User’s Manuals are for Customer use only, and are not to be considered as marketing material, are not intended for promotional use, and are prohibited for use in advertising purposes. Persons who fail to comply with these terms may be subject to legal copyright and trademark infringement penalties, which may include fines by United States federal judiciary authorities.