Orange County NC Website
7 January 2024 <br />EXHIBIT C <br /> <br />Purchase Agreement <br /> <br />This Purchase Agreement (“Purchase Agreement”) governs any Customer purchase of EVSEs and Additional Products (the <br />“Purchased Goods”) set forth on the Sales Order and Quote. In the event the Customer has not purchased any EVSEs or Additional <br />Products, this Purchase Agreement is not applicable. <br /> <br />1. Purchase <br />A. Orders. Company shall process Customer’s Purchased Goods order according to the specifications set forth on the Quote and <br />Sales Order. <br />B. Order Modifications. In the event the Purchased Goods specified in the Quote are unavailable or on back order, Company <br />may process an order for substitute Purchased Goods upon Customer’s written consent. <br />C. Right to Delay Orders. Company may withhold shipments to and delay installation for Customer if Customer has (i) failed <br />to provide any required payments, including the Initial Deposit or any other invoiced payments due, or (ii) is otherwise in <br />violation of this Purchase Agreement. It is understood and agreed that Company may condition Customer’s order on certain <br />credit and/or prepayment terms as Company, in its reasonable discretion, determines appropriate due to, among other things, <br />Customer’s prior payment history and/or the size of the order. <br />2. Delivery <br />A. Shipping Date. Upon confirmation from the Purchased Goods manufacturer, Company shall confirm the expected shipping <br />date with Customer. All shipping dates are approximate and are based upon prompt receipt of all necessary information from <br />the Customer. <br />B. Shipping Costs; Terms. Unless otherwise agreed to by the Parties in writing, all shipping shall be FOB Origin and Customer <br />shall be responsible for all costs of shipping, transportation, insurance, warehousing, and other charges and costs associated <br />with shipment of the Purchased Goods. In no event shall Company be liable for any costs related to delays in delivery of the <br />Purchased Goods. Customer’s sole remedy for any material delay in delivery of the Purchased Goods shall be cancellation of <br />the order, which must be made in writing to Company no later than 24 hours before the expected shipping day of the <br />Purchased Goods. <br />C. Acceptance. Customer shall immediately inspect the Purchased Goods upon delivery. In the event Customer fails to provide <br />Company with a written rejection (detailing any defects) within two (2) business days of delivery, the Purchased Goods shall <br />be deemed accepted. If the delivery of the Purchased Goods occurs in separate shipments to be separately accepted by <br />Customer, Customer may only refuse such portion of a shipment that fails to comply with the requirements of this Purchase <br />Agreement. <br />3. Invoicing and Payment <br />A. Invoicing. Unless otherwise agreed in writing by the Parties, Company shall issue an invoice to the Customer for the final <br />payment for the Purchased Goods on or after the date the Purchased Goods have shipped. <br />B. Payment Terms. All invoices shall be paid within thirty (30) days of Customer’s receipt thereof. Invoices not paid when due <br />are subject to interest at the rate of one and one-half percent (1.5%) per month or, if less, the highest rate allowed under <br />applicable law. <br />C. No Right of Return. All sales are final and Customer shall have no right of return following Customer’s acceptance. <br />D. Taxes, Duties, Etc. Except to the extent otherwise expressly stated, all amounts due to Company under this Purchase <br />Agreement and/or the applicable Sales Order and Quote are net of any freight, storage, insurance (collectively “Shipping <br />Costs”) and any duties, any sales, use, excise, value-added, withholding, or similar tax of any kind and any and all other fees <br />and charges of any nature (collectively, “Taxes”) imposed by the United States or any foreign, state or local governmental <br />entity or instrumentality thereof on the purchase, shipment, use or sale of the Purchased Goods by or to the Customer, other <br />Docusign Envelope ID: 17376B40-F266-4EAA-9C62-48006BF43380