PURCHASE AGREEMENT. ("Agreement") sets forth the terms and conditions for all purchases of goods and services by EVgo (the “Buyer”) from E-valucon (the “Seller”) by means of a purchase order ("PO") issued by Buyer to Seller. As used in this Agreement, “Seller" means the entity identified on the face of the PO as "Seller" and its subsidiaries and affiliates, and "Buyer" means entity identified on the face of the PO as “Buyer” and its subsidiaries and affiliates. Seller and Buyer hereby agree as follows:
“GOODS” AND “SERVICES”. The term “goods” as used herein means any and all materials, parts, products, machines, tooling, test equipment, technical data, computer software, computer software documentation, and other tangible items or documentary information furnished or required to be furnished by Seller under this order. The term “services” means any and all technical assistance, support, maintenance, consultation, construction work, and other effort furnished or required to be furnished by Seller under this order other than labor furnished in connection with the production of goods.
ACCEPTANCE OF PO. The PO is limited to the terms and conditions specified on the face of the PO and the terms and conditions of any referenced attachments therein. Any addition, alteration, or deletion must be agreed by both seller and the buyer through written agreement. Upon acceptance of a PO, Seller shall be bound by the provisions of this Agreement, unless Seller objects to such terms in writing prior to shipping Goods or commencing Services. A PO does not constitute a firm offer and may be revoked at any time prior to acceptance. Buyer will communicate a Purchase Order Number (“PO Number”) to Seller on the official PO. Seller shall also include the PO Number on every packing list, invoice and every other communication related to this order.
CHANGES. Buyer may make changes to any services to be performed or to any goods to be specifically manufactured, but no change shall be effective, nor shall Buyer be obligated to pay any increase in compensation as a result of a change, unless Buyer issues a written change order. The changes may include (a) specifications, drawings, and data incorporated in the PO where the items to be furnished are to be specially manufactured for the Buyer; (b) quantity; (c) methods of shipment or packaging, (d) place of delivery, (e) time of delivery; or (f) any other matters affecting this PO. Changes which increase or decrease pricing shall be revised as mutually agreed to in writing.
PACKING , SHIPPING and DELIVERY. All items must be properly prepared for shipment to secure lowest transportation rates and comply with carrier regulations. No charges will be paid by Buyer for packing, crating, or cartage unless so stated in the order. All shipments to be forwarded on one day via one route must be consolidated. To the extent practicable, items ordered under separate PO Numbers shall be segregated within the pallet, box or shipping container. A separate packing sheet for each order included in a shipment, showing PO Number, must be included with each shipment. Time is of the essence for shipment or delivery and to any other performance required of Seller. Shipment or delivery shall be in accordance with the schedule set out in the PO and in exact quantities ordered.
INSPECTION. All items are subject to final inspection and acceptance by Buyer at the destination notwithstanding any prior payment or inspection at the source. Acceptance of any items by Buyer shall not be deemed to alter the obligations of Seller or the rights of Buyer and its customers under the Warranty clause or any other provision of this PO. It is the supplier’s responsibility to ensure that all product, assembly, material, and process specifications reflect the latest revision levels. If Seller delivers non-conforming goods, Buyer may at its option and Seller’s expense: (i) reject and return the goods for credit or refund; (ii) require Seller to promptly correct or replace the goods; (iii) correct the goods; or (iv) obtain replacement goods from another source. Seller shall not redeliver corrected or rejected goods without disclosing the former rejection or requirement for correction. Seller shall disclose any corrective action taken. Repair, replacement, and other corrections and redelivery shall be completed within the original delivery schedule or at such later time as Buyer may reasonably direct. All costs, expenses, and loss of value incurred as a result of or in connection with nonconformance and repair, replacement, or other correction may be recovered from Seller by equitable price reduction or credit against any amounts that may be owed to Seller under this PO or another.
ASSIGNMENT. Seller may not assign, transfer, or subcontract this PO or any right or obligation hereunder without Buyer’s written consent.
TERMINATION. Buyer may terminate the PO for its convenience, in whole or in part, at any time prior to shipment by (written or electronic) notice to Seller. Upon receipt of such termination notice, Seller shall promptly comply with the directions contained in such notice and shall, as required, (a) take action necessary to terminate the work as provided in the notice, minimizing costs and liabilities for the Buyer to the best of Seller’s ability, and (b) continue the performance of any part of the work not terminated by Buyer.
EXCUSABLE DELAY. Fires, floods, strikes, accidents, shortages, or other causes beyond the reasonable control of the parties, which prevent Seller from delivering, or Buyer from receiving, any of the goods and services covered by the PO, shall suspend deliveries until the cause is removed, subject, however, to Buyer has the right to terminate the PO for its convenience under the TERMINATION clause.
WARRANTY. Seller warrants that all goods delivered hereunder shall be merchantable, fit for their particular purpose and free from defects, whether latent or apparent. Seller warrants that all services performed hereunder shall be performed in a good and workmanlike manner by qualified, trained personnel, free from errors. Seller's warranties shall be enforceable by Buyer and shall run to Buyer's customer(s). The work to be delivered hereunder shall consist of new materials, not used, or reconditioned, or of such age, as to impair its usefulness of safety.
INVOICES/PAYMENT. A separate invoice shall be issued for each shipment and for each PO Number, with the PO Number stated on the face of the invoice.
INDEMNITY. Seller agrees to indemnify, defend, and hold Buyer harmless from and against all losses, damages, liability, actions, judgments, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and other expenses of litigation), suffered, incurred, or asserted by or against Buyer (a) by reason of Seller’s breach of a warranty, (b) by reason of Seller’s breach of any term of this PO, or (c) by reason of personal injury, including death, or property damage sustained by a third party, resulting from or arising out of any act or omission of Seller, or Seller’s agents, employees, or contractors in fulfillment of this PO.
PATENTS AND TRADEMARKS. Seller warrants that all goods and services supplied under this PO shall not infringe on any third party's patent, copyright, trade secret, trade name, trademark or service mark, or other proprietary right.
TITLE AND RISK OF LOSS. Seller warrants title to all goods sold and bears the risk of loss or damages to the items purchased under thisPO until they are delivered in conformity with this PO at Buyer’s delivery point specified in this PO as shipping terms. Upon such delivery or installation, title shall pass to Buyer. Passing of title shall not constitute acceptance of the items by Buyer.
CONFIDENTIALITY. Seller shall keep confidential all information designated as confidential by Buyer or reasonable known to be confidential, including, but not limited to, designs, processes, drawings, specifications, reports, data and other technical or proprietary information and the features of all parts, equipment, tools, gauges, patterns and other items furnished or disclosed to the Seller by Buyer in connection with this PO (“Buyer’s Confidential Information”). Seller shall not disclose such information to any third party without the written consent of Buyer and shall not use Buyer’s Confidential Information except as contemplated in this PO. Upon completion or termination of this PO, Seller shall return all Buyer’s Confidential Information to Buyer or make such other disposition thereof as may be directed and approved by Buyer and shall certify to such return or destruction.
REACH COMPLIANCE. E-VALUCON INC is committed to maintaining compliance with the European Union’s Registration, Evaluation, and Authorization of Chemicals Directive (REACH) that came into force on June 1, 2007. The objective of REACH is to improve the protection of human health and the environment by placing greater responsibility on industry to identify and manage the risks from certain substances and to provide safety information on those materials. Its scope covers goods imported to or produced within the European Union (EU). In particular, REACH requires registration when certain materials, whether used alone or within an article, are imported into or produced within the EU to the extent that the amount of any such material exceeds 1 metric ton per year and the material is present in concentrations above 0.1% wt/wt per article. At present, the materials subject to this directive are those that were identified by the European Chemical Agency (ECHA), on their list of substances considered “Substances of Very High Concern” (SVHC). E-VALUCON INC has completed a preliminary evaluation and believes that none of our products contain any of the identified SVHCs in amounts that exceed those thresholds, thus NO REGISTRATION IS REQUIRED. However, as a responsible supplier, we will continue to monitor our products, processes, and vendors for compliance on an ongoing basis, and are committed to meeting the spirit of this regulation for shipments worldwide, including shipments to countries beyond the EU. Should you be aware of any of your products having registration or other reporting requirements specified in REACH please contact E-VALUCON INC with details. Otherwise, we are taking the position your products are unaffected. If you require further information on the REACH directive and how it may affect our products, please contact us.
CONFLICT MINERALS COMPLIANCE. Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the Securities and Exchange Commission Rules adopted in connection therewith, require certain corporations to report the use of “Conflict Minerals” in the manufacturing of their products. Generally, Conflict Minerals collectively refer to cassiterite, columbite, tantalite, gold, wolframite, or their derivatives, including tantalum, tin, and tungsten, which originate from the Democratic Republic of the Congo or specified adjoining countries. E-VALUCON INC, as a privately held corporation, is not subject to the Conflict Minerals rules and reporting requirements. However, we understand that our customers may be, and we are committed to helping our customers comply with their reporting requirements. In order to determine if our manufactured products contain Conflict Minerals, we regularly survey our key suppliers to ascertain their use of any Conflict Minerals in the materials they supply to us. The results of that survey demonstrate that our key suppliers do not use Conflict Minerals in the materials they supply to E-VALUCON INC. Consequently, we can in turn represent that, to the best of our knowledge, our products do not contain Conflict Minerals. We will continue to work with our key suppliers to ensure that we can identify the use of Conflict Minerals in our supply chain, and the representations made in this compliance statement remain accurate. To that end, we reserve the right to amend this statement at any time based on subsequent developments or information. Should you become aware of any of your products having Conflict Minerals please contact the E-VALUCON INC with details. If you have any other questions or concerns regarding this statement, please do not hesitate to contact us.
ANTI-KICKBACK CLAUSE. Gratuities/Kickbacks. Seller agrees not to provide or offer any representative, officer, director, or employee of the Buyer, or any member of such person’s family, any favors, gifts, gratuities, or favorable treatment for the purpose of securing this PO or any future business opportunities.
GOVERNING LAW. This PO shall be governed by the laws of the State of California, U.S.A, except for its provisions regarding principles of conflicts of laws, and except to the extent that federal communications law shall apply. Any court action arising under this order shall be venued in Orange County, California, U.S.A., in either federal or state court, as is appropriate.
ENTIRE AGREEMENT. Unless superseded by a specific signed agreement between Buyer and Seller, this agreement shall include the PO, these General Terms and Conditions, and all attachments referred to on the PO or the General Terms and Conditions, and it shall constitute the entire agreement of the parties with regard to the subject matter contained herein. All other prior or contemporaneous representations, warranties, covenants, or agreements between Seller and Buyer, or their representatives, with respect to the subject matter, are hereby superseded. This agreement may not be modified except by mutual written agreement of the parties. Our General Terms and Conditions are subject to change at any time without prior notice. Please contact your local Sales Rep for the latest General Terms and Conditions.
COMMUNICATIONS. Methods of communication for any means of acknowledgment, update, requesting change, correction, or addition shall be in writing. Additional criteria regarding communications are as follows: