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8 January 2024
<br />than taxes measured by Company's income, corporate franchise, or personal property ownership. Where applicable, Company
<br />shall bill Customer for the full amount of such Shipping Costs and Taxes and shall include such amount as a separate line
<br />item on the invoice(s) sent to the Customer; provided that, Company’s failure to so bill the Customer shall not relieve
<br />Customer from the obligation to pay any Shipping Costs and Taxes described in this Section 3.E.
<br />E. Payment in Dollars. All amount payable under this Purchase Agreement shall be paid in United States Dollars. If Company
<br />is located outside of the United States, Customer agrees to take all necessary actions required, including registration of this
<br />Purchase Agreement and application for permission to make payments to Company hereunder, with the appropriate
<br />government authorities in the Customer’s jurisdiction, or such other institution or official, and to take such other measures as
<br />may be necessary to comply with any government currency controls in effect in Customer’s jurisdiction, as soon as
<br />reasonably practicable after execution of this Purchase Agreement. Customer shall remit payment to Company, at Customer’s
<br />option: (i) via wire or ACH transfer to an account designated by Company in writing from time-to-time; or (ii) by check
<br />drawn on a registered and certified bank or financial institution, made out to “PowerCharge”.
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<br />F. Disputes. In the event Customer disputes any portion or all of an invoice, it shall notify Company in writing of the amount in
<br />dispute and the reason for its disagreement within twenty-one (21) days of receipt of the invoice. The undisputed portion
<br />shall be paid when due, and finance charges on any unpaid portion shall accrue, from the date due until the date of payment,
<br />to the extent that such amounts are finally determined to be payable to Company.
<br />G. Remedies upon Payment Default. Upon Customer’s default of this Purchase Agreement, Company may, in addition to any
<br />other rights or remedies it may have at law or otherwise, subject to any cure rights of Customer, declare the entire balance of
<br />Customer’s account immediately due and payable or foreclose any security interest in the goods delivered. If any unpaid
<br />balance is referred for collection, Customer agrees to pay Company, to the extent permitted by law, reasonable attorneys’ fees
<br />in addition to all damages otherwise available, whether or not litigation is commenced or prosecuted to final judgment, play
<br />any court costs or expenses incurred by Company, and any finance charges accrued on any unpaid balance owed by
<br />Customer.
<br />4. Warranties/Limitation of Liability
<br />A. Warranty. Subject to all exclusions set forth therein, the EVSEs are covered by the terms of the EVSEs’ manufacturer’s
<br />warranty (the “Warranty”), the material terms of which, such as whether the Warranty is parts-only and the term of such
<br />Warranty, may be summarized in the Quote for your convenience.
<br />B. Maintenance. Customer acknowledges and agrees that in order to obtain other maintenance services for the EVSEs,
<br />Company must enter into a maintenance agreement directly from Company (i) in the form of Exhibit D or (ii) on a time and
<br />material basis.
<br />C. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 4, COMPANY MAKES NO
<br />WARRANTY WITH RESPECT TO THE PERFORMANCE OF THE PURCHASED GOODS, WHETHER EXPRESS,
<br />IMPLIED, STATUTORY OR OTHERWISE. COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,
<br />INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY
<br />RIGHTS BY THE PURCHASED GOODS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
<br />COMPANY DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF PURCHASED GOODS.
<br />D. Limitation of Liability.
<br />i. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS PURCHASE AGREEMENT,
<br />EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL
<br />COMPANY BE LIABLE TO COMPANY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
<br />PUNITIVE DAMAGES ARISING OUT OF THIS PURCHASE AGREEMENT OR THE TRANSACTIONS
<br />CONTEMPLATED HEREUNDER, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING
<br />NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY OR ITS AGENTS HAVE BEEN
<br />ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
<br />Docusign Envelope ID: 17376B40-F266-4EAA-9C62-48006BF43380
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