NCC Terms & Conditions.

1. DEFINITIONS

1.1 BUYER PARTIES: For the purposes of these Terms & Conditions, the term “Buyer” shall mean the Buyer party set forth on the quotation or other sales agreement to which these Terms & Conditions are attached or in which they are incorporated by reference.

1.2. SELLER PARTIES: For the purposes of these Terms & Conditions, the term “Seller” shall mean the Seller party set forth on the quotation or other sales agreement to which these Terms & Conditions are attached or in which they are incorporated by reference which may include National Car Charging LLC (“NCC”) or any of its subsidiaries, affiliates, business units or divisions including but not limited to (i) National Car Charging or (ii) Aloha Charge. 

1.3. SYNONYMS: The terms Quote(s) and Estimate(s) are synonymous and may be used interchangeably.

2. ACCEPTANCE OF PURCHASE ORDERS: BY REQUESTING A QUOTE FROM SELLER OR PRESENTING AN ORDER TO SELLER, BUYER CONFIRMS THAT THESE TERMS & CONDITIONS SHALL GOVERN ALL PURCHASES OF PRODUCTS, MATERIALS AND/OR SERVICES PROVIDED TO BUYER BY SELLER (COLLECTIVELY “PRODUCTS”) BY BUYER FROM SELLER. SELLER OBJECTS TO AND REJECTS ANY CHANGES OR ADDITIONAL OR DIFFERENT TERMS (CONTAINED IN A PURCHASE ORDER ACCEPTED BY SELLER, OR OTHERWISE) AND NO SUCH TERMS WILL CHANGE THESE TERMS & CONDITIONS UNLESS ACKNOWLEDGED IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SELLER. NO SELLER EMPLOYEE OR AGENT HAS THE AUTHORITY TO MODIFY THESE TERMS & CONDITIONS VERBALLY. SELLER OBJECTS TO AND REJECTS ANY TERMS BETWEEN BUYER AND ANY OTHER PARTY, AND NO SUCH TERMS, INCLUDING BUT NOT LIMITED TO ANY GOVERNMENT REGULATIONS OR “FLOWDOWN” TERMS, SHALL BE A PART OF OR INCORPORATED INTO ANY ORDER FROM BUYER TO SELLER, UNLESS AGREED TO IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF SELLER.

Sales of any Products or any related services (collectively, “Products”) referenced in Buyer’s written Purchase Order to National Car Charging LLC (“National Car Charging” or “NCC”) are expressly conditioned upon the terms and conditions set forth herein. Other than as specifically provided in a separate written agreement between National Car Charging and Buyer, any additional or different terms specified or referenced in Buyer’s Purchase Order are hereby excluded and shall not be deemed effective or binding unless expressly agreed to in writing by an authorized representative of National Car Charging. These terms and conditions represent the entire agreement between the Buyer and National Car Charging pertaining to the subject matter of this Purchase Order and shall supersede all prior oral and written agreements, proposals, communications, and documents. No Purchase Order placed by Buyer shall be deemed accepted unless or until National Car Charging issues a written acknowledgement (email shall suffice). Any amendment, change order, revision, or termination to an already-accepted Purchase Order shall be subject to acceptance by an authorized representative of National Car Charging.

National Car Charging makes no representation that the Products outlined in the Purchase Order comply with any present or future federal, state or local regulation or ordinance, franchisor, or any other third-party requirements. It is the Buyer's responsibility to confirm that the Products specifications meet any requirements.

If the Buyer cannot generate a Purchase Order, a signed and dated copy of NCC’s valid Quote shall suffice and shall have the same validity as a Purchase Order issued by the Buyer. Quotes and Estimates are deemed to be synonymous.

2. PRICES, TAXES, SHIPPING ESTIMATES

2.1. The prices set forth in National Car Charging’s Quote (“Price”) are in United States Dollars. Nothing set forth in Buyer’s Purchase Order shall modify or amend the quoted Prices, quantities, and/or the scope of Products offered, unless such modification or addition is agreed to in writing by an authorized National Car Charging representative prior to the Purchase Order. Prices may be subject to change after the expiration date listed on the quote. If the quote has no specific expiration date listed, the quote shall expire 30 days after the issue date.

2.2. Quotes may include an estimate for Taxes, however, the tax rate and applicability may change before an Invoice is issued. All applicable Taxes shall be paid by the Buyer in addition to the Price. This may include, but is not limited to sales, use, value added, Products and services, business, property (real or personal, tangible or intangible), license, documentation, registration, import, export, excise, franchise, stamp, custom fees or tolls, levy, impost, withholding, fee, duty or other charge of any nature imposed by any governmental authority or other tax authority in any jurisdiction, and any and all fines, penalties, and additions to tax, interest and other charges relating thereto (collectively, “Taxes”). If any payment by the Buyer is subject to withholding tax, the Buyer agrees to increase the amount of any payment which is subject to a withholding or pay an additional amount as is necessary to ensure that National Car Charging receives the same amount it would have received if there had been no withholding. Buyer shall deliver any certifications and other documents required to demonstrate eligibility and to benefit from any exemption or other relief from any Tax.

2.3. Shipping cost may be estimated at the time of quotation; however, this is subject to change at any time prior to the issuance of an Invoice. See Sections 3 and 4 for additional terms regarding Shipping.

2.4. Installation costs are not included unless specifically noted as a separate line item on the quote.

2.5. Buyer shall be eligible for a 2% prepayment discount only if the full Invoice amount, representing the total purchase order value, is received by Seller within ten (10) days of Invoice issuance via check, wire, or ACH. The prepayment discount applies solely to hardware costs and does not apply to software, labor, shipping, or any associated taxes. Hardware purchased off state or cooperative contracts is also excluded.

2.6. All payments by credit card shall be assessed a 3.5% processing fee and limited to $20,000 per day.

2.7. National Car Charging reserves the right to require a down payment prior to processing of a Purchase Order unless a separate signed agreement dictates otherwise.

3. PACKAGING, SHIPPING

3.1. National Car Charging or its supplier(s) shall pack all Products in accordance with its standard commercial practices. If Buyer has any special shipping or handling requirements, Buyer shall notify National Car Charging in a timely manner regarding any such special requirements, and Buyer shall be responsible for any increase in cost to pack the Purchase Order. 

3.2. Buyer shall clearly identify the delivery destination in the “Ship To” section of the Purchase Order, including contact information for the recipient. Any need for a truck with a lift and/or existence of a loading dock at the receiving location shall be identified prior to shipping.

3.3. Buyers may choose to provide National Car Charging with an account number and contact information of their preferred shipper, or may request National Car Charging arrange for shipping. If the latter, In the absence of specific instructions, National Car Charging shall select the carrier and, at its discretion, may ship “collect”, prepaid or subject to invoice payment terms, but shall not be deemed to have assumed any liability in connection with the shipment, nor shall the carrier be construed as an agent of National Car Charging. If National Car Charging is to arrange for shipping, Quotations may include an estimated shipping and/or handling cost, however, the Price does not include any shipping or handling charges unless specifically outlined by a separate agreement, and Buyer shall incur both the cost and the risk for bringing the Products to their final destination. Shipping estimates are not assumed to include additional items such as a lift at delivery or inside delivery, which may cause extra charges to be incurred.

4. DELIVERY, TITLE, AND RISK OF LOSS

4.1. National Car Charging’s quoted delivery schedule represents its best estimate at the time of Quotation and may be subject to change. NCC is a distributor and not a manufacturer and factory shipping dates given in advance of actual shipment are approximate and not guaranteed. National Car Charging shall have no liability for delay or any damages or losses sustained by Buyer as a result of such delivery schedule estimate not being met. This shall include, but is not limited to, the loss of any incentives due to delayed shipments. Partial deliveries shall be permitted.

4.2. Buyer must inspect Delivery immediately. National Car Charging is not responsible for damage or parts lost after delivery. Please take photos of all deliveries immediately and ensure the Products delivered matches the Packing Slip. Any discrepancies between Packing Slips and Products delivered must be reported to NCC within one business day. Claims for any nonconforming Products must be made by Buyer, in writing, within five (5) business days of Buyer’s receipt of such Products and must state with particularity all material facts concerning the claim then known to Buyer. Failure by Buyer to give notice within such five (5) business day period shall constitute an unqualified acceptance of such Products by Buyer, and a waiver of any right to reject or revoke acceptance of such Products. 

4.3. Liability for loss or damage to the Products shall be held by the Buyer unless otherwise agreed to by National Car Charging in writing. Title in all Goods supplied shall remain vested by National Car Charing and shall not pass to the Buyer until all monies owed to the Company by the Buyer together with any incurred collection, repossession and/or legal costs incurred, have been paid in full.

4.4. The customer bears the responsibility of identifying an administrator for any and all networked charging stations prior to National Car Charging shipping the hardware and conveying that information along with contact details to National Car Charging before shipment. Furthermore, it is the customer's responsibility and duty to ensure that the designated administrator attends, and if applicable, pay for, any required onboarding sessions as stipulated by the network provider and/or the hardware manufacturer. Because manufacturer policies frequently change with regards to training, National Car Charging is not responsible for including any costs associated with training in the final proposal unless requested by the client in writing prior finalizing the purchase order and/or contract.

5. INVOICING AND PAYMENT

5.1 Buyer shall pay for all Products delivered and/or services performed within 30 days from the date of National Car Charging’s invoice unless alternative terms have been established by separate written agreement. Invoice payment terms are based on ship date, not installation date. Terms are NOT "paid when paid." Payment shall be deemed to have been made when a check is cleared by National Car Charging’s bank or payment is received by an electronic transfer in National Car Charging’s bank account. National Car Charging reserves the right to assess interest on any late payments from the date due until receipt of payment in full at the lesser of (a) one and one-half percent per month compounded monthly, or (b) the maximum rate permitted by law, and to charge Buyer for any collection or litigation expenses, including reasonable attorney’s fees incurred by National Car Charging in the collection of late payment. In addition to any remedies under law, National Car Charging may at its sole discretion suspend future deliveries or services until all delinquent payments due are received. National Car Charging may require an advance payment or milestone payments prior to beginning performance of the Purchase Order. All payments hereunder shall be paid without any deductions, set-off, or counter-claims including for any Taxes.

5.2 National Car Charging reserves the right to issue separate invoices for Products and installation services.

5.3 Acceptance of a partial payment by National Car Charging shall not be interpreted as acceptance of payment in full. 

6. INCENTIVES

6.1 Buyer shall be responsible for the identification, application submission, and/or outcome of any and all incentives (including, but not limited to, rebates, grants, and tax credits) that may be available. Furthermore, it is the Buyer’s responsibility to understand and comply with all rules and parameters of any given incentive. Assistance by National Car Charging in acquiring incentives is not an assumption of responsibility by National Car Charging for incentive application submission and/or outcome. National Car Charging is not a financial or tax advisor and Buyer shall rely on its own accounting resources to determine the correct treatment of any incentives received. 

6.2 LOW CARBON FUEL STANDARDS CREDITS.. Certain states have enacted a carbon trading program commonly referred to Low Carbon Fuel Standard credits. An available LCFS credit may be claimed by certain owners and operators of electric vehicle charging stations, including both Buyer and Seller. However, the LCFS credits are only available to one party, meaning any available credits may be claimed by either Buyer or by Seller, but not by both. Unless specifically requested, most hardware manufacturers will claim the LCFS credits by default. If Buyer intends to claim the LCFS credits, it must engage in the reporting and other administrative obligations necessary to generate such credits and Buyer agrees that it will provide NCC with written notice of its intent to claim LCFS credits within ten (10) days of the date of the delivery of the Charging Stations. Buyer may assign LCFS rights to NCC with NCC’s written consent, or NCC may refer the Buyer to LCFS brokers upon request. If Buyer does not currently intend to claim the LCFS credits, but desires to do so at any time in the future, Buyer may, by providing written notice to NCC, elect to claim LCFS credits generated thirty (30) days and more after the date of such notice. In all cases, NCC is not responsible for Buyer’s responsibility to claim any available LCFS credits.

7. FORCE MAJEURE AND EXCUSABLE DELAY

7.1. National Car Charging shall not be liable for any damages of any kind for delayed or non-performance if such delayed or non-performance is due directly or indirectly to:

a. Omissions or failure to act on the part of Buyer or its agents or employees;

b. Protracted negotiations between Buyer and network provider. 

c. An Event of Force Majeure, defined herein as including acts of God, acts of public enemies, fires, floods or unusually severe weather conditions, strikes, lockouts, disputes with workmen or other hostilities, embargoes, wars, riots or civil disturbances, epidemics or quarantine restrictions, delays or shortages of transportation, governmental action including the government’s denial or failure to grant an export license or other needed government authorization;

d. Causes beyond National Car Charging’s reasonable control, including severe accidents at National Car Charging’s facilities, unforeseen production or engineering delays or inability of National Car Charging or its manufacturers to secure adequate materials, manufacturing facilities or labor, or any other acts and causes not within the control of National Car Charging, which by the exercise of due diligence and reasonable effort, National Car Charging would not have been able to foresee, avoid, or overcome.

7.2. National Car Charging shall notify Buyer of any delayed or non-performance due to an excusable delay or Event of Force Majeure as soon as practicable. If either such event should occur, National Car Charging’s period of performance shall be extended for a period of time equal to the duration of either such event. If the excusable delay or Event of Force Majeure extends more than six months, National Car Charging and Buyer may mutually agree to terminate the Purchase Order or any portion thereof impacted by the excusable delay or Event of Force Majeure, and Buyer shall promptly pay National Car Charging for any delivered Products or services performed, any works in process, any termination costs, including manufacturer or involved 3rd party settlement expenses, and a reasonable profit on the terminated Purchase Order or portion thereof that National Car Charging and Buyer agreed to terminate.

7.3 If any Products listed in the Purchase Order (“Original Products”) become unavailable or if the pricing for the Original Products increases for any reason, NCC may replace such Original Products with substantially similar Products (“Replacement Products”) that will not materially and negatively impact a driver’s charging experience or installation costs and will cost the same or less than the Original Products; provided, however, if the Replacement Products costs more than the Original Products, NCC may substitute the Original Products with the Replacement Products upon the Buyer’s/Owner’s written consent (email being sufficient). 

8. RETURN POLICY: Seller shall accept returns of normal stock Products for a period of ninety (90) days following shipment for exchange or refund of the purchase price; provided, that Products must be in their original cartons, unopened and unused. Unopened items are subject to a 20% restocking fee. Opened items are subject to a 50% restocking fee if operational, undamaged, and complete with all original contents. Incomplete or damaged items are not available for return.

9. WARRANTY: Subject to the terms and conditions set forth in Article 15, Limitation of Liability, National Car Charging warrants that the Products procured from National Car Charging shall be free from defects, including latent defects, in material and workmanship under normal use and service when operated in accordance with National Car Charging’s operating instruction for twelve months from shipment for Products, and 90 days from shipment for non-warranty repairs. National Car Charging’s obligation and Buyer’s sole remedy under the Warranty shall be limited to, at National Car Charging’s option, the repair or replacement of the nonconforming warranted Product, or any part thereof, FOB origin. Notwithstanding the foregoing, the Warranty shall not apply to an Event of Force Majeure, wear and tear, or to defects arising from or connected with Buyer’s or any third party’s (i) improper receipt, transport, handling, storage, maintenance, testing, installation, or operation of the Product, or (ii) alteration, modification, maintenance, overhaul, repair, neglect or foreign object damage of the Product. National Car Charging shall have no obligation to Buyer for any failure, to the extent that it is aggravated by such continued use. The Warranty does not apply to consumable items such as tubes, fuses, bulbs, and like items. Buyer shall provide prompt written notice of the Product’s failure within the Warranty period, and ensure the failed Product is properly packed and returned to National Car Charging transportation and insurance prepaid.

10. PROPRIETARY INFORMATION: For the term of Buyer’s Purchase Order, National Car Charging and Buyer, to the extent of their right to do so, may exchange proprietary and/or confidential information not generally known to the public (“Proprietary Information”), only to the extent and as reasonably required to perform its obligation hereunder. Any document marked “Confidential” or “Proprietary” and all copies made of any such document shall be returned by the receiving party (“Recipient”) of Proprietary Information to the disclosing party (“Owner”) upon completion of the purpose for which they were provided, or destroyed by Recipient at Owner’s direction. Neither National Car Charging nor Buyer shall be liable for any disclosure if the data: (a) is generally available to the public (or becomes so) without breach of by Recipient; (b) was available to Recipient on a non-confidential basis from a source that had the right to disclose such information; (c) was rightfully in the possession of Recipient prior to receipt from Owner; or (d) was independently developed without use of Owner’s Confidential Information. No license to a party, under any trademark, patent, copyright, mask protection right or any other intellectual property right, is either granted or implied by the conveying of Proprietary Information to such party. No use of any National Car Charging trademark, service mark, trade name, design, logo or other trade dress may be made without the prior written consent of National Car Charging. Any National Car Charging mark or logo existing on the Product must not be altered or modified in any manner, combined with other elements, or rearranged without the prior written consent of National Car Charging. None of the Proprietary Information which may be disclosed or exchanged by Owner shall constitute any representation, warranty, assurance, guarantee or inducement to Recipient of any kind and, in particular, regarding the non-infringement of trademarks, patents, copyrights or any intellectual property rights, or other rights of third persons other than the rights expressly granted herein. Buyer agrees that it will not attempt, nor will it direct or employ others to attempt, to reverse engineer the Product, subassemblies and/or software that is developed, manufactured or sold by National Car Charging. The ownership in all Proprietary Information disclosed Owner to the other pursuant to the Purchase Order shall remain with Owner unless otherwise stated in the Purchase Order. The confidentiality obligations herein shall survive for a period of five years after expiration of the Purchase Order.

11. INTELLECTUAL PROPERTY RIGHTS

11.1. National Car Charging grants to Buyer a nonexclusive, non-transferable, revocable license to use a copy of any software program embedded in the Product, in object code only, for use as part of the Product (“License”). Notwithstanding the foregoing, this License is subject to the following prohibitions: (a) Buyer shall not attempt to decompile, reverse engineer, or disassemble the object code, or in any other way convert the object code into a human-readable form; (b) Buyer shall not manufacture, sell, deliver or in any way provide any products containing the object code; (c) Buyer shall not use the object code to create derivative or competing products of any kind; or (d) Buyer shall not transfer the object code to a third party for any reason without prior written consent of National Car Charging, which may be withhold at National Car Charging’s sole and reasonable discretion, and only then subject to Buyer executing a sub-license agreement with the same terms and conditions herein and providing National Car Charging the sub-license agreement executed by the transferee. Any transfer must be in full compliance with U.S. Export Laws and may require additional export licenses or other authorizations to be obtained by Buyer and/or National Car Charging. Other than the License, National Car Charging is not granting any other rights to its intellectual property, patents, trademarks, software, or proprietary data, other that the right of Buyer to use the Product for its intended purposes. National Car Charging’s vendors are direct and intended beneficiaries of this License and may enforce it directly against Buyer.

11.2. THIS ARTICLE SETS FORTH NATIONAL CAR CHARGING’S ENTIRE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. The indemnities are conditional on Buyer giving National Car Charging prompt written notice of any claims being made against Buyer, Buyer not making any admission which might be prejudicial to the defense of such claim, National Car Charging having full and sole authority at National Car Charging’s own expense to assume the defense of the claim, and Buyer providing reasonable assistance for defense of any claim.

12. PRODUCT COMMUNICATION

12.1 Buyer is responsible for ensuring adequate cellular coverage for networked Products purchased with this Purchase Order, or shall make alternative communication arrangements if the Products are capable of communicating in a manner other than cellular modem.

12.2 Buyer and/or operator grants National Car Charging ongoing access to view and monitor station data for the purposes of network management, performance optimization, and on-going support, unless and until such access is explicitly revoked in writing by Customer. Revocation may be made at any time, provided, however, that National Car Charging shall not be responsible for any diminished functionality, delayed support, or reduced reporting capabilities resulting from such revocation.

13. GOVERNING LAW: These Terms and Conditions and any action related hereto shall be governed, controlled, interpreted and defined by and under the laws of the State of Colorado, USA, without regard to the conflict of laws provisions thereof.

14. DISPUTES: In the event of any dispute arising out of or in connection with these Terms and Conditions, such dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules of Arbitration. The place of arbitration shall be Denver, CO, USA. The language of the arbitration shall be English. The arbitral award shall be final and binding upon the Parties.

15. INTERPRETATION RESPONSIBILITY; PRODUCT USE AND SAFETY: Seller does not guarantee that the Products it sells conform to any plans and specifications or intended use. When plans and specifications are involved, Buyer is solely responsible for verifying Seller’s interpretations of such plans and specifications, and it is Buyer’s sole responsibility to assure that Seller’s Products will be accepted on any specific job. When Seller offers substitute Products on any proposal, Buyer is solely responsible for confirming their acceptability. BEFORE BUYER USES OR INSTALLS ELECTRICAL PRODUCTS, IT IS BUYER’S RESPONSIBILITY TO CONSULT THE NATIONAL ELECTRIC CODE AND ANY PERTINENT LOCAL, STATE OR NATIONAL CODES, RULES OR REGULATIONS FOR APPROVED INSTALLATION PROCEDURES AND PRECAUTIONS. NOTHING SELLER SELLS IS FOR USE IN CONNECTION WITH "SAFETY-RELATED" APPLICATIONS OF A NUCLEAR FACILITY OR ANY HAZARDOUS ACTIVITY WHERE FAILURE OF A SINGLE COMPONENT COULD CAUSE SUBSTANTIAL HARM TO PERSONS OR PROPERTY. 

16. LIMITATION OF LIABILITY: NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, AND REGARDLESS OF THE NUMBER OF CLAIMS OR THE FORM OR CAUSE OF ACTION, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT, NEGLIGENCE (ACTIVE OR PASSIVE) OR OTHERWISE, NATIONAL CAR CHARGING SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, AND SHALL NOT BE LIABLE TO CUSTOMER FOR LOSSES OF USE, DATA, PROFIT, REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, REPUTATION, AND MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES. EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NATIONAL CAR CHARGING’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH A PURCHASE ORDER SHALL IN NO EVENT EXCEED ACTUAL, DIRECT, AND PROVEN DAMAGES OF THE PRICE OF THE PRODUCT DIRECTLY PURCHASER BY CUSTOMER UNDER THE PURCHASE ORDER GIVING RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY. TO THE EXTENT THESE TERMS AND CONDITIONS CONTAIN ANY SPECIFIC REMEDIES PROVIDED BY NATIONAL CAR CHARGING TO CUSTOMER, REGARDLESS OF FORM, SUCH REMEDIES SHALL BE PROVIDED BY NATIONAL CAR CHARGING ON A SOLE AND EXCLUSIVE BASIS AND IN LIEU OF ANY OTHER REMEDIES, DAMAGES, OR LOSSES.

17. INSURANCE: National Car Charging and Buyer shall each carry insurance coverage in types and amounts adequate to protect against any losses, damages, liabilities or expenses that may reasonably be expected to be incurred under a Purchase Order, and both shall keep such insurance coverage in effect until the conclusion of the Purchase Order.

18. ASSIGNMENT: Neither Party may assign or delegate a Purchase Order or any of its rights, duties or obligations regarding a Purchase Order to any other party without the prior written consent of the other party. Any attempt by either party to assign or delegate any of its rights, duties or obligations regarding a Purchase Order without such consent shall be void and of no effect. Notwithstanding the foregoing, National Car Charging shall be permitted to subcontract its rights, duties or obligations regarding a Purchase Order to another division, affiliate or wholly-owned subsidiary of National Car Charging and shall have the right to assign a Purchase Order to any successor by way of merger or consolidation or the acquisition of substantially all of the entire assets of National Car Charging relating to the subject matter of the Purchase Order; provided, however, that such successor shall assume all of the obligations of National Car Charging under the Purchase Order. Nothing in this provision is intended to preclude National Car Charging from awarding routine subcontracts or purchase orders to vendors or other suppliers.

19. AUDIT: Notwithstanding anything set forth herein to the contrary or via separate written agreement, Buyer shall not be allowed or have the right to audit or examine National Car Charging’s books and records.

20. NO THIRD-PARTY BENEFICIARIES: Except as expressly provided herein, these Terms and Conditions are for the sole and exclusive benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.

21. WAIVER: If either party, at its option, agrees to waive any of these Terms and Conditions, then such waiver shall not for any purpose be construed as a waiver of any succeeding breach of the same or of any other of these Terms and Conditions; nor shall such a waiver be deemed as a course of conduct.

22. SEVERABILITY: If any of these Terms and Conditions are at any time held to be invalid or unenforceable, then such term or condition shall be construed as severable and shall not in any way render invalid or unenforceable the remainder of these Terms and Conditions, which shall remain in full force and effect.

23. CONFLICTS: In the event of a conflict between these Terms & Conditions, other parts of the Purchase Order, or a separate signed agreement with the Buyer, the order of control shall be 1) separate signed agreement; 2) other parts of the Purchase Order, countersigned by an authorized representative of NCC; 3) these terms and conditions.

24. TARIFFS AND IMPORT DUTIES: Seller and its manufacturers, subsidiaries, or affiliates are not responsible for any tariffs, import duties, taxes, or related fees, including shipping expenses, imposed by the United States or any foreign nation on goods purchased or shipped. Such charges—whether expected or unexpectedly imposed—are the sole responsibility of the Buyer and are determined by the laws and regulations of the importing or exporting country. The Seller will not issue refunds, reimbursements, or assume any liability for costs associated with tariffs, duties, or other governmental fees, regardless of when they are applied. These costs are entirely the responsibility of the Buyer. We strongly encourage all Buyers to review and understand the customs regulations and potential tariffs in their jurisdiction prior to completing a purchase.

25. LEGAL RESTRICTIONS ON ELECTRIC VEHICLES AND CHARGING EQUIPMENT: The Seller is not responsible for any legal restrictions, bans, or regulations imposed by any country, U.S. state, or local jurisdiction that may prohibit the sale, distribution, installation, or use of electric vehicles (EVs), EV charging equipment, or related products. If such restrictions or prohibitions are enacted—whether expected or unexpected, and regardless of when they occur during the sales process—the Seller will not issue refunds, reimbursements, or assume any liability for associated costs, losses, or damages. It is the Buyer’s sole responsibility to verify and ensure compliance with all applicable laws and regulations in their jurisdiction prior to purchasing or installing EVs or EV charging equipment. 

26. POLICY AND REGULATORY CHANGES: Seller is not responsible for any changes to laws, policies, regulations, or government-imposed requirements that may affect the sale, distribution, installation, or use of electric vehicles (EVs), EV charging equipment, or related products. This includes, but is not limited to:

• Regulatory changes impacting EV incentives, tax credits, or subsidies.

• Import/export restrictions or tariffs affecting EV or charging equipment sales.

• Federal or state policy changes restricting the production, sale, or use of EVs or related infrastructure.

If such changes occur, whether expected or unexpected, Seller will not issue refunds, reimbursements, or assume liability for associated costs, losses, or damages.

27. INSTALLATION: Seller makes every effort to engage certified, licensed, and experienced installers for all EV charging installation projects. However, Seller shall not be held liable for any installation work, including but not limited to workmanship, performance, or resulting damages, performed by third-party contractors, whether engaged directly by Seller or by the Buyer. Additionally, Seller assumes no responsibility or liability for any installation performed by an installer (or third-party contractor) who is not currently certified, licensed, or approved by the applicable equipment and/or software manufacturer. Buyer is solely responsible for determining and confirming that the installation partner is fully certified in keeping with any and all manufacturer warranty terms.