Hardware Terms & Conditions of Sale

1. Scope

These hardware Terms and Conditions of Sale (“Hardware Terms”) govern the purchase by the signatory herein (“Customer” or “you”) of any third party hardware products via AmpUp Inc. (“AmpUp”), all such products to be referred to herein as the “Hardware Products”. For clarity, these Hardware Terms apply to all quotations issued and purchase orders accepted by AmpUp for the sale of Hardware Products, except in the case that Customer and third-party hardware providers have executed a written agreement covering the purchase of such Hardware Products by Customer. These Hardware Terms will apply whether or not they are enclosed with the Hardware Products sold hereunder. 

All Hardware Products purchased by Customer will be required to be used together with the electric vehicle (“EV”) charging software solutions developed and made available by AmpUp, the use of which is governed by the Software Subscription Agreement entered into between the parties located at: https://payments.ampup.io/software-subscription-agreement  (the “SaaS Agreement”).

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‍2. Ordering

If you desire to purchase Hardware Products via AmpUp, you agree to the purchase order. No such order will be binding on AmpUp unless and until AmpUp accepts Customer’s order and sends Customer a written order confirmation (“Order Confirmation”), which will confirm the quantity of Hardware Products purchased and the selling price. AmpUp’s acceptance of Customer’s order is expressly conditioned on Customer’s unconditional assent to these Hardware Terms in lieu of any terms and conditions in Customer’s order or in any other Customer communication, which are hereby rejected by AmpUp and deemed null and of no effect. Cancellation of an order is permitted only if AmpUp receives Customer’s cancellation notice at least fourteen (14) days prior to the estimated shipment date.

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‍3. Shipment & Delivery

All Hardware Products will be delivered to Customer directly by the applicable hardware provider. All delivery details will be transmitted by such hardware provider to Customer following acceptance of an order by AmpUp. AmpUp will not be responsible for any delay or errors related to shipment or delivery of the Hardware Product, and Customer acknowledges that any requests related thereto should be addressed directly to the hardware provider.

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‍4. Price; Payment Terms

The prices for the Hardware Products will be as specified in (“Purchase Order”). Prices are stated in U.S. dollars and are exclusive of all applicable sales, use, excise, withholding, value-added and other taxes, duties and charges. All invoices issued by AmpUp will be due and payable thirty (30) days from the date of the invoice. All amounts not paid when due will accrue interest at the lower of 1.5% per month.

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‍5. Returns; Warranty

These hardware Terms and Conditions of Sale (“Hardware Terms”) govern the purchase by the signatory herein (“Customer” or “you”) of any third party hardware products via AmpUp Inc. (“AmpUp”), all such products to be referred to herein as the “Hardware Products”. For clarity, these Hardware Terms apply to all quotations issued and purchase orders accepted by AmpUp for the sale of Hardware Products, except in the case that Customer and third-party hardware providers have executed a written agreement covering the purchase of such Hardware Products by Customer. These Hardware Terms will apply whether or not they are enclosed with the Hardware Products sold hereunder. 

All Hardware Products purchased by Customer will be required to be used together with the electric vehicle (“EV”) charging software solutions developed and made available by AmpUp, the use of which is governed by the Software Subscription Agreement entered into between the parties located at: https://payments.ampup.io/software-subscription-agreement  (the “SaaS Agreement”).

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‍6. Disclaimer

CUSTOMER ACKNOWLEDGES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AMPUP MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER, ITS AUTHORIZED USERS OR TO ANY OTHER PARTY WITH RESPECT TO THE HARDWARE PRODUCTS AND AMPUP WILL NOT BE UNDER ANY OBLIGATIONS TO INDEMNIFY CUSTOMER OR ANY THIRD PARTY FOR ANY DAMAGES OR EXPENSES RELATED TO THE HARDWARE PRODUCTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AMPUP HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. FURTHER, AND FOR THE AVOIDANCE OF DOUBT, AMPUP WILL NOT PROVIDE ANY SUPPORT SERVICES IN RELATION TO THE HARDWARE PRODUCTS, AND ALL SUCH SERVICES, IF AVAILABLE, WILL BE PROVIDED BY THE APPLICABLE HARDWARE PROVIDER ONLY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AMPUP OR ELSEWHERE, WILL CREATE ANY WARRANTY.

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‍7. Limitation of Liability

AMPUP WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE HARDWARE TERMS, OR THE PROVISION OF THE HARDWARE PRODUCTS BY THE APPLICABLE HARDWARE PROVIDERS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 

IN THE EVENT OF ANY LIABILITY OF AMPUP TO CUSTOMER ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE HARDWARE TERMS, IN NO EVENT WILL SUCH LIABILITY, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE ACTUAL AMOUNT PAID TO AMPUP BY CUSTOMER FOR THE HARDWARE PRODUCT THAT GIVES RISE TO THE CLAIM. 

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‍8. Third Party Services

The Hardware Products may need to be used in conjunction with certain third-party products or services, and/or the Hardware Products may provide links to, or otherwise make accessible third-party products, services or resources. Customer acknowledges and agrees that AmpUp is not responsible for the availability of and for any consequences (including any damages or loss) arising from the use of such external products, services or resources, or for any content, advertising, products, or other materials made available by such third party product, service or resources.

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‍9. General

These Hardware Terms, including all applicable purchase orders incorporated herein, is the complete and exclusive agreement between the parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. These Hardware Terms may be amended or modified only by a written document executed by duly authorized representatives of the parties. Either Party’s failure to enforce any provision of these Hardware Terms will not constitute a waiver of future enforcement of that or any other provision, and no waiver of any provision of these Hardware Terms will be effective unless it is in writing and signed by the party granting the waiver. If any provision of these Hardware Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of these Hardware Terms will remain in full force and effect. These Hardware Terms will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under these Hardware Terms will be brought exclusively in the federal or state courts located in Northern District of California and the parties irrevocably consent to the personal jurisdiction and venue therein. Customer may not assign or transfer these Hardware Terms, by operation of law or otherwise, without the other party’s prior written consent. Any attempt by Customer to assign or transfer these Hardware Terms without such consent will be void. Subject to the foregoing, these Hardware Terms are binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. AmpUp will not be responsible for any failure or delay in the performance of its obligations under these Hardware Terms due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God. Customer affirms that it is not named on, owned by, or acting on behalf of any U.S. government denied-party list, and it agrees to comply fully with all relevant export control and sanctions laws and regulations of the United States (“Export Laws”) to ensure that neither the Hardware Products, nor any software solution and/or technical data related to the foregoing is: (i) used, exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by any Export Laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation, missile systems or technology, or restricted unmanned aerial vehicle applications. Customer will complete all undertakings required by Export Laws, including obtaining any necessary export license or other governmental approval.