Manufacturer’s Public Offer / Adhesion Agreement / Terms of Supply, Software, CMS and License
DEVELOPED AND APPROVED — Kharkiv, Ukraine / Delaware, USA / Boca Raton, Florida, USA
Date of creation, entry into force and publication: March 5, 2023
This Public Agreement defines the standard terms and conditions for the sale, licensed manufacture, supply, use, software, service connection, CMS integration, Operator Lock / Service Lock, bonuses, discounts, dealer, reseller, OEM/ODM, white-label and other derivative models for EVA Chargers charging stations.
This Agreement is intended for publication on EvaChargers.com and applies to each Order, unless expressly agreed otherwise in the Specification.
0. Interpretation, Priority of Documents and Application
0.1. This Agreement is the basic public version of the terms of supply for EVA Chargers products.
0.2. In the event of any conflict between documents, the following order of priority shall apply:
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the signed or electronically agreed Specification;
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the bill, invoice, receipt or payment document;
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this Public Agreement;
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appendices to this Agreement;
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public rules of the loyalty program, CMS, service or platform.
0.3. Mandatory provisions of applicable law shall prevail if they cannot be amended by agreement.
0.4. Section headings are used for convenience only and do not limit the content of the provisions.
0.5. If any provision of this Agreement is declared invalid, illegal or unenforceable, it shall apply to the maximum extent permitted by law, and the remaining provisions of the Agreement shall remain in force.
1. Parties and Status of the Offer
1.1. The Supplier or Seller under this Agreement shall be the company of the EVA Chargers group that accepted payment, issued the bill, signed the Specification or is expressly indicated in the Order.
1.2. Unless otherwise stated in the Specification, for supplies from Ukraine the Supplier shall be LLC “EVA Chargers”, EDRPOU code 44793701.
1.3. EVA Chargers Inc., a Delaware corporation, is the owner, licensor or coordinator of the EvaChargers.com website, brand, technologies, software, licensing policies and international commercial policy of EVA Chargers, unless another rights holder is specified in writing.
1.4. The Buyer shall be any individual, individual entrepreneur or legal entity that has accepted this Offer and purchases the Goods.
1.5. For Ukrainian legal relations, this Agreement constitutes a public offer, a public contract and an adhesion agreement within the meaning of Articles 633, 634 and 641 of the Civil Code of Ukraine.
1.6. For international legal relations, this Agreement operates as a public offer, online terms, master supply terms and/or standard terms of supply, license and service use.
1.7. Acceptance of this Offer shall be any action by the Buyer confirming full and unconditional acceptance of its terms, including:
- placing an Order;
- signing or electronically approving the Specification;
- full or partial payment;
- use of bonuses, a promo code, discount, trade-in, grant, subsidy or other benefit;
- acceptance of the Goods;
- click-acceptance;
- confirmation via e-mail, messenger, CRM, website, personal account or any other electronic channel.
1.8. From the moment of Acceptance, this Agreement shall be deemed concluded without the need to sign a paper copy.
1.9. EVA Chargers has the right to amend this Offer by publishing a new version on EvaChargers.com. Orders accepted before publication of the new version shall be governed by the version in force at the time of Acceptance, unless otherwise expressly agreed by the Parties.
2. Definitions
2.1. Goods / Products — EVA Chargers charging stations, charging systems, controllers, modules, cables, connectors, accessories, spare parts, software-hardware components and related goods.
2.2. Specification — a brief document or electronic confirmation that defines the model, quantity, MSRP, actual price, currency, term, place of EXW delivery, warranty, configuration, CMS mode, discount, bonuses, trade-in, Operator Lock / Service Lock / Unlock and other individual terms.
2.3. MSRP — the manufacturer’s standard retail price without any individual discount, bonuses, subsidy, trade-in, grant, marketing compensation or other benefit.
2.4. CMS / Central Management System — a central management system for charging stations, billing, operator or dispatching platform.
2.5. Authorized CMS — a CMS that has been authorized by EVA Chargers, has signed an NDA, provided a test account, successfully passed testing and has been included in the list of permitted systems.
2.6. Direct Connect CMS — direct connection of a charging station to an Authorized CMS via OCPP without using Charger System Gateway as the main standardization gateway.
2.7. Charger System Platform / Charger System Gateway — the Charger System platform or gateway that provides management, billing, standardization of OCPP communication, secure routing and operation of stations without disclosing EVA Chargers’ unique solutions to unauthorized platforms.
2.8. Operator Lock / Service Lock — a technical, software, network or licensing restriction under which the station may operate only with a designated platform, operator, application, server or CMS until the unlocking conditions are fulfilled.
2.9. Bonuses / bonus points — conditional units of the loyalty program that are not money, but may provide the right to a discount or compensation of part or all of the cost of the Goods.
2.10. EXW — Ex Works under Incoterms 2020: the Goods are made available to the Buyer at the factory, production site, warehouse or other manufacturer’s self-pickup location, without inclusion of delivery, loading, insurance, customs clearance, installation or other additional services, unless otherwise expressly agreed by the Parties.
2.11. NDA — a non-disclosure agreement covering confidential information, trade secrets, technical materials, accesses, logs, API, keys, certificates, integration scenarios and other non-public data of EVA Chargers.
3. Subject Matter of the Agreement
3.1. The Supplier undertakes to supply the Goods to the Buyer, and the Buyer undertakes to accept and pay for them under the terms of this Agreement and the relevant Specification.
3.2. The model, quantity, power capacity, configuration, price, currency or equivalent, timelines, place of supply, warranty, CMS mode, bonuses, discounts, Operator Lock / Service Lock / Unlock and special terms shall be determined in the Specification, bill, invoice, receipt, Order, delivery note or electronic confirmation.
3.3. The supply does not include installation, design, connection to the electrical grid, permits, commissioning, integration with payment systems, direct connection to a third-party CMS, CMS authorization, delivery, insurance, loading, unloading, customs clearance or other additional services, unless such services are expressly specified in the Specification and paid for separately.
3.4. The Goods may be supplied at the full MSRP price or on special terms: with a discount, bonuses, trade-in, grant, promo code, partner compensation, installment payment, subsidy, bundle offer or another preferential mechanism.
3.5. The purchase of physical equipment does not mean the acquisition of rights to software, firmware, keys, certificates, API, OCPP optimizations, internal documentation, technologies, brand or other intellectual property objects of EVA Chargers or its rights holders.
4. Documents, Electronic Form and Evidence
4.1. An Order may be placed in writing or electronically.
4.2. Sufficient evidence of agreement on the terms shall include the Specification, bill, invoice, receipt, payment, e-mail, messenger message, CRM record, confirmation in the personal account, electronic signature, delivery note or any other document that makes it possible to identify the Goods and the Buyer.
4.3. The Parties recognize the legal force of electronic copies, scanned copies, electronic signatures, qualified electronic signatures, electronic document management services, logs, system records and electronic correspondence, unless otherwise expressly required by mandatory law.
4.4. Data from EVA Chargers’ accounting systems regarding the date, time, content of the Order, price, discount, bonuses, payment, delivery address, serial number, CMS mode and Operator Lock / Service Lock / Unlock status shall be considered proper evidence of the agreed terms, unless the Buyer proves otherwise with proper documents.
4.5. To reduce paper document flow, the Parties agree that a paper agreement is not mandatory if the Order, payment and other essential terms can be confirmed by electronic or accounting documents.
5. Price, Currency, Payment, Bonuses
5.1. The price of the Goods shall be determined in the Specification, bill, invoice or receipt.
5.2. For supplies in Ukraine, all settlements shall be made in hryvnia. If the price is indicated in US dollars, euros or another accounting unit, payment in Ukraine shall be made in the hryvnia equivalent at the exchange rate determined in the Specification, bill or the Supplier’s rules, in compliance with the laws of Ukraine.
5.3. For supplies in EU countries, settlements may be made in euros; for the USA — in US dollars; and for other jurisdictions — in the currency specified in the Specification, if permitted by applicable law.
5.4. Unless otherwise agreed by the Parties, the standard payment procedure shall be:
- 50% prepayment within 5 business days from the date of the bill;
- 50% within 5 business days after notification that the Goods are ready for supply.
5.5. The Parties may agree on 100% prepayment, installment payment, payment with bonuses, payment with a minimum payment, post-payment or another schedule.
5.6. The payment date shall be the date on which funds are credited to the Supplier’s account or the date of confirmation of a successful transaction by the payment system.
5.7. Until full payment is made, the Supplier has the right to suspend production, configuration, shipment, transfer of documentation, activation of functions, unlocking of the station or performance of additional work.
5.8. EVA Chargers or its partners may provide bonuses, promo codes, certificates, trade-in, grants, subsidies, partner rewards, marketing compensation or other benefits.
5.9. Bonuses are not money, electronic money, securities, a deposit, a property claim right or an independent means of payment. They are not exchangeable for cash, may not be sold and may not be transferred to third parties, unless the rules of the relevant program expressly provide otherwise.
5.10. Bonuses may be used as a discount or compensation for part or all of the cost of the Goods.
5.11. If the Goods are purchased entirely or almost entirely with bonuses, the Buyer shall make the minimum actual payment necessary to confirm the transaction, fiscalize it, identify the Buyer or ensure the technical operation of the payment system. Such payment may amount to 1 hryvnia, 1 US cent, 1 euro cent or another minimum amount.
5.12. The documents may separately indicate the MSRP, the full price of the Goods, the amount of the discount or compensation, the number of bonuses written off, the minimum actual payment, the final amount payable and the amount of compensation up to MSRP for unlocking.
5.13. In the event of return of Goods purchased with bonuses or a discount, only the monetary amount actually paid by the Buyer shall be refundable, unless otherwise expressly required by law. Bonuses may be returned, cancelled or recalculated in accordance with the program rules.
5.14. EVA Chargers has the right to refuse the use of bonuses or cancel them in the event of an error, technical failure, fraud, abuse, double use, return of the Goods or violation of the program rules.
6. Delivery Basis: EXW — Shipment from the Factory or Place of Production
6.1. Unless otherwise expressly agreed in the Specification and paid for separately, all sales and supplies shall be made on an EXW basis (Ex Works, Incoterms 2020): shipment from the factory, production site, warehouse or other place of production/self-pickup of EVA Chargers or an authorized manufacturer, regardless of the country where such place is located.
6.2. The Supplier’s obligation to deliver shall be deemed fulfilled from the moment the Goods are made available to the Buyer or its carrier at the designated EXW location.
6.3. Loading, delivery, insurance, export and import customs clearance, transportation, unloading, installation and commissioning are not included in the price of the Goods, unless otherwise expressly agreed in writing or electronically.
6.4. All costs and risks after the Goods are made available to the Buyer shall be borne by the Buyer, including loading, transportation, insurance, customs duties, taxes, storage after notification of readiness, unloading, installation, connection and operation.
6.5. If EVA Chargers assists in arranging delivery, a carrier, logistics, insurance or other actions, such assistance shall be an additional service or organizational action and shall not change the EXW basis, unless the Parties have expressly agreed on another delivery basis.
6.6. If the Buyer does not collect the Goods, does not provide shipment details or does not pay the balance after notification of readiness, the Supplier has the right to store the Goods at the Buyer’s expense, change the release date, cancel the Order with retention of actual costs or claim damages.
7. Acceptance, Quality, Warranty
7.1. The Buyer shall inspect the Goods upon acceptance.
7.2. Claims regarding visible defects, quantity or configuration shall be submitted within 14 calendar days from the date of receipt or from the date the Goods are made available to the Buyer, with photos/videos and a description attached.
7.3. If a claim is not submitted in due time, the Goods shall be deemed accepted in terms of quantity, completeness and visible defects.
7.4. The Goods shall comply with the technical characteristics specified in the Specification, documentation or description of the relevant model.
7.5. EVA Chargers has the right to make technical improvements, changes to components, design or software, provided that such changes do not impair the key characteristics of the Goods.
7.6. The warranty period shall be determined in the Specification or documentation. Unless otherwise agreed, the warranty shall be at least 24 months from the date of transfer of the Goods to the Buyer.
7.7. The warranty shall apply only subject to proper transportation, storage, installation, electrical connection, grounding, configuration, operation, updating and maintenance in accordance with EVA Chargers’ requirements.
7.8. The warranty shall not apply to damage or failures caused by:
- improper installation;
- an unsuitable electrical grid;
- lack of proper grounding;
- voltage fluctuations;
- mechanical damage;
- flooding or liquid ingress;
- vandalism;
- force majeure;
- actions of third parties;
- an unauthorized CMS;
- bypassing Operator Lock / Service Lock;
- modification of firmware, keys, certificates or OCPP endpoint;
- violation of EVA Chargers’ instructions.
7.9. To the extent permitted by law, except for the warranty expressly provided, EVA Chargers disclaims all indirect or implied warranties, including merchantability and fitness for a particular purpose, where such disclaimers are permitted by applicable law.
7.10. The provisions of this section shall not limit any non-waivable consumer rights if the Buyer is a consumer under applicable law.
7.11. EVA Chargers shall independently determine the method of warranty response: consultation, remote diagnostics, update, repair, module replacement or another technically justified solution.
8. Operator Lock / Service Lock for Preferential Supplies
8.1. If the Buyer purchases a station below MSRP or with the use of bonuses, a discount, trade-in, grant, subsidy, marketing compensation, partner program, promotion, installment plan, bundle offer or any other benefit, such station may be supplied with Operator Lock / Service Lock.
8.2. By default, the basic operator, service platform and licensing environment for such stations shall be EVA Chargers App / Charger System Platform, unless otherwise expressly specified in the Specification.
8.3. Operator Lock / Service Lock is part of the economic model of a preferential supply: the Buyer receives the station below MSRP or with another benefit, while EVA Chargers retains the right to restrict the operation of the station to a designated operator or platform until the provided benefit is compensated.
8.4. Unlocking the station for another operator, third-party CMS or Direct Connect CMS is possible only after:
- full payment for the Goods;
- compensation of all benefits up to the MSRP level;
- payment of the unlocking fee, if such fee is established;
- absence of any debt to EVA Chargers, Charger System or a partner;
- compliance with the OCPP / Authorized CMS rules;
- written or electronic confirmation from EVA Chargers.
8.5. The unlocking amount shall be determined as the difference between the MSRP as of the date of sale and the amount actually paid or credited, taking into account bonuses, discounts, trade-in, grants, partner compensation and other benefits actually accepted by EVA Chargers.
8.6. Until unlocking, the Buyer shall not independently change the server, CMS, OCPP endpoint, firmware, keys, certificates, network settings or any other parameters that bypass Operator Lock / Service Lock.
8.7. Operator Lock / Service Lock does not restrict the Buyer’s right to own the physical equipment, but determines the licensing, service, software and network conditions of its operation.
8.8. If the station is purchased at full MSRP without discounts, bonuses, trade-in, grants, subsidies or other benefits, the issue of operation with another operator shall be resolved under the general OCPP / Authorized CMS rules of this Agreement.
9. OCPP, Direct Connect CMS and CMS Authorization
9.1. EVA Chargers stations may support OCPP 1.6 JSON or another OCPP version/profile specified in the documentation or Specification.
9.2. Support for OCPP does not mean that any third-party CMS has an automatic right to connect directly to the station.
9.3. Direct connection in Direct Connect CMS mode is possible only for an Authorized CMS after authorization by EVA Chargers.
9.4. CMS authorization includes:
- signing an NDA;
- payment for authorization;
- provision of a test account of the station owner;
- access for the EVA Chargers laboratory;
- testing of OCPP scenarios;
- billing verification;
- verification of the start and completion of charging sessions;
- verification of control commands;
- error verification;
- log verification;
- security verification;
- update verification;
- stability verification;
- correction of remarks.
9.5. The cost of CMS authorization is approximately from USD 500 to USD 5,000 or the equivalent, depending on the complexity, number of models, CMS readiness, number of iterations and scope of testing.
9.6. EVA Chargers has the right to refuse authorization or grant it with restrictions if there are technical, security, legal, reputational or operational grounds, even if testing has been partially completed or paid for.
9.7. The Authorized CMS shall maintain test access, compatibility, updates, technical support, confidentiality and comply with EVA Chargers’ requirements regarding new firmware versions, software and security scenarios.
9.8. In the event of violations, EVA Chargers has the right to de-authorize the CMS, terminate Direct Connect CMS and transfer the stations to Charger System Platform / Gateway or another secure route.
9.9. Charger System Platform / Gateway may standardize OCPP communication without disclosing EVA Chargers’ unique solutions to unauthorized platforms.
9.10. The cost of subscriptions, services, commissions or other payments for Charger System Platform / Gateway shall be determined by separate tariffs, public agreements or terms of the relevant operator.
10. Intellectual Property, Confidentiality and Prohibited Actions
10.1. The architecture of charging stations, software, firmware, keys, certificates, algorithms, OCPP optimizations, API, internal documentation, logs, protection mechanisms, diagnostics, integration materials and solutions for interaction between the station and CMS are trade secrets, know-how and/or intellectual property objects of EVA Chargers or its rights holders or licensors, such as, for example, ChargerSystem Inc. or Siemens.
10.2. The Buyer acquires ownership of the physical equipment after full payment, but does not acquire ownership of software, firmware, keys, API, certificates, documentation, technologies or other intangible assets.
10.3. The following are prohibited:
- reverse engineering;
- decompilation;
- copying;
- modification of firmware;
- bypassing protection;
- substitution of CMS;
- unauthorized reading of keys;
- changing servers;
- changing the OCPP endpoint;
- changing certificates;
- other actions aimed at gaining access to EVA Chargers’ internal solutions.
10.4. Commercial terms, technical documentation, logs, diagnostics, integration materials, API, OCPP optimizations, keys, certificates, settings, test results and any non-public information of EVA Chargers are confidential.
10.5. Transfer of confidential information to a third-party CMS, integrator, operator, dealer, contractor or other person is possible only after signing an NDA and only to the extent permitted by EVA Chargers.
10.6. The Buyer, dealer, integrator, operator, CMS, contractor or any other person shall not use EVA Chargers’ confidential information to create competing products, bypass technical restrictions, copy technologies, perform unauthorized integration or develop derivative solutions.
11. Restriction on Transfer of Rights: No One May Transfer More Rights Than They Have
11.1. Any person who receives charging stations, software, licenses, API, CMS access, integration materials, Operator Lock / Service Lock, Authorized CMS status or other rights from EVA Chargers shall not transfer to third parties more rights, powers, accesses or freedoms of use than such person has expressly received from EVA Chargers.
11.2. In the event of resale, distribution, contract manufacturing, assembly under contract, OEM/ODM manufacturing, white-label supply, sublicensing, reseller model, integration, installation, operator activity, franchising or any other transfer of stations or rights to third parties, the rights of the end user, operator, dealer, licensee, contractor, reseller, OEM/ODM manufacturer, integrator or CMS operator may not exceed the scope of rights expressly granted by EVA Chargers Inc.
11.3. If a specific right, access, integration, possibility to modify software, right to connect to CMS, right to bypass Operator Lock / Service Lock, right to modify OCPP communication, sublicensing, white-label use or any other authority is not expressly granted by EVA Chargers Inc. in written or electronic form, such right shall be deemed not granted.
11.4. No dealer, reseller, partner, integrator, OEM/ODM manufacturer, contract assembler, installer, operator or any other third party has the right to:
- cancel Operator Lock / Service Lock;
- permit operation with an unauthorized CMS;
- transfer root access;
- change servers or the OCPP endpoint;
- grant rights to Direct Connect CMS;
- transfer keys, certificates or firmware;
- claim that the system is “fully open”;
- grant more rights than were received from EVA Chargers.
11.5. Any statements, warranties, promises or terms provided by a third party in excess of its rights shall not be binding on EVA Chargers and shall not create any obligations for EVA Chargers toward end users.
11.6. If a dealer, reseller, OEM/ODM manufacturer, integrator, operator, contractor or any other person has granted a third party more rights than such person had, that person shall independently bear full liability to EVA Chargers and to end users for all consequences of exceeding its authority.
11.7. In the event of a violation of this section, EVA Chargers has the right to cancel licenses, de-authorize CMS, terminate the warranty, block access to services, activate safe mode through Charger System Gateway, require cessation of the violation, recover penalties and damages, and terminate the partner, dealer, license, reseller or OEM/ODM status of the relevant person.
12. Buyer’s Obligations
12.1. The Buyer shall:
- pay for the Goods in due time;
- accept the Goods on EXW terms;
- provide accurate data;
- ensure a proper installation site;
- ensure professional installation;
- ensure electrical safety;
- ensure proper grounding;
- comply with EVA Chargers’ instructions;
- use the station only with a permitted platform or Authorized CMS.
12.2. The Buyer shall not interfere with the software, firmware, keys, certificates, OCPP endpoint, CMS mode, Operator Lock / Service Lock, security mechanisms or other protected elements of the station.
12.3. The Buyer shall be independently responsible for the electrical grid, permits, installation site, installers, electricians, operators, CMS, payment systems, carriers, customs brokers, taxes, duties and other third parties.
12.4. The Buyer shall immediately notify EVA Chargers of any critical malfunctions, accidents, fires, security incidents, unauthorized connections or attempted interference with the station.
13. Liability, Liquidated Damages and Limitation of Liability
13.1. For late payment, the Buyer shall pay a penalty in the maximum amount permitted by applicable law. For Ukrainian monetary obligations, the penalty may not exceed double the NBU discount rate applied to the overdue amount for each day of delay, unless another amount is expressly permitted by law.
13.2. In addition to the penalty, the Buyer shall pay agreed default interest, inflation losses, court costs, legal fees, bank commissions, collection costs, storage costs, logistics costs and other documented losses, if permitted by law.
13.3. In the event of cancellation of the Order after the start of production or refusal to accept the Goods, the Buyer shall compensate the Supplier’s actual costs and a reasonable reservation/restoration fee to the extent permitted by law.
13.4. For violation of confidentiality, NDA, intellectual property rights or transfer of keys, certificates, logs, API, firmware or OCPP optimizations to third parties, the violator shall pay liquidated damages / contractual penalty in the amount of USD 25,000 for each material violation.
13.5. For a violation that creates a risk to security, access to keys, firmware, timely software updates and certificates, or trade secrets, the violator shall pay USD 50,000 for each case and shall also compensate damages exceeding this amount.
13.6. For bypassing Operator Lock / Service Lock or unauthorized modification of CMS, server, OCPP endpoint, firmware, keys or certificates, the violator shall compensate the benefit up to MSRP, the costs of diagnostics, restoration, logistics and service, as well as liquidated damages in the greater amount of: a minimum of USD 5,000 for each station or up to 25% of the MSRP of the relevant station.
13.7. For connection to an unauthorized CMS or facilitation of such connection, the violator shall pay USD 100,000 for each station, compensate the costs of restoring safe mode and lose the warranty for the relevant station.
13.8. For granting excessive rights by a dealer, reseller, licensee, OEM/ODM manufacturer, contract assembler, integrator, operator or contractor, such person shall pay USD 25,000 for each material case and 30% of the amount of the relevant unauthorized transaction, whichever is greater.
13.9. The Parties acknowledge that the specified liquidated damages constitute a reasonable pre-estimate of damage in situations where the exact amount of losses is difficult or impossible to prove quickly.
13.10. EVA Chargers has the right to suspend supply, warranty, service, access to software, connection to the platform, updates, technical support or new shipments until the debt is fully repaid and the violations are remedied.
13.11. To the extent permitted by law, EVA Chargers shall not be liable for indirect, incidental, special, consequential or punitive damages, lost profits, business interruption, loss of data or actions of CMS providers, operators, installers, electricians, payment systems, carriers, customs brokers or other third parties.
13.12. EVA Chargers’ aggregate liability under a specific Order shall be limited to the amount actually paid for the relevant Goods, except where mandatory law expressly provides otherwise.
13.13. Payment of penalties, liquidated damages or compensation shall not release the violator from the obligation to cease the violation, pay for the Goods, return any unlawful benefit, compensate damages and perform other obligations.
14. Personal Data, Cybersecurity, Export Control
14.1. The Parties shall process personal data within the limits necessary for the performance of the Agreement, delivery, payment, warranty, service, loyalty programs, CMS authorization, security and protection of rights.
14.2. The Buyer confirms that it has a legal basis to transfer to EVA Chargers the personal data of its representatives, employees, contractors or users.
14.3. The Buyer shall not use the Goods, software or services in violation of sanctions, export control, customs rules, cybersecurity requirements or the laws of the country of use.
14.4. The Buyer undertakes not to use the Goods, software or services in prohibited jurisdictions, for unlawful purposes or for actions that may create a risk for EVA Chargers, Charger System, users, energy infrastructure or third parties.
15. Force Majeure
15.1. The Parties shall be released from liability for non-performance or improper performance of obligations if such non-performance or improper performance is caused by force majeure, including:
- war;
- hostilities;
- blockade;
- fires;
- natural disasters;
- accidents;
- power outages;
- cyberattacks;
- decisions of public authorities;
- sanctions;
- import or export restrictions;
- shortage of critical components;
- other events beyond the control of the Parties.
15.2. The period for performance of obligations shall be extended for the duration of the force majeure and for a reasonable period required to resume performance.
15.3. Force majeure shall not release the Buyer from payment for Goods supplied before the occurrence of such circumstances.
16. Applicable Law, CISG, Disputes
16.1. Supplies from Ukraine by the Ukrainian LLC “EVA Chargers” shall be governed by the laws of Ukraine, and disputes shall be considered by the competent courts of Ukraine, unless otherwise specified in the Specification.
16.2. Rights, licenses, the website, software, technologies, intellectual property, Operator Lock / Service Lock, CMS, NDA, API, brand and transactions involving EVA Chargers Inc. shall be governed by the laws of the State of Delaware, USA, without regard to conflict-of-law rules, to the extent permitted by mandatory law.
16.3. EVA Chargers has the right to seek a court injunction, injunctive relief or other urgent legal remedy from any competent court to protect intellectual property, confidentiality, cybersecurity, Operator Lock / Service Lock or CMS.
16.4. Nothing in this Agreement shall limit any non-waivable consumer rights if the Buyer is a consumer under applicable law.
17. Term, Amendments and Other Terms
17.1. The Offer shall be valid from the date of publication on EvaChargers.com until its withdrawal or replacement with a new version.
17.2. Orders already accepted shall be governed by the version that was in force at the time of Acceptance, unless otherwise agreed by the Parties.
17.3. Amendment or termination of the Offer shall not release the Buyer from payment, debt compensation, compliance with confidentiality, intellectual property rules, Operator Lock / Service Lock, OCPP / Authorized CMS, bonus program rules, restrictions on transfer of rights, sanctions and export control.
17.4. The Buyer may not transfer rights or obligations under this Agreement without the written consent of EVA Chargers.
17.5. EVA Chargers may transfer rights or obligations to an affiliated company, successor, licensor or platform operator, provided that this does not deprive the Buyer of essential rights regarding the Goods already paid for.
17.6. The electronic version of this Agreement shall be sufficient evidence of its terms.
18. Details
18.1. Ukrainian Supplier
Limited Liability Company “EVA Chargers”
EDRPOU Code: 44793701
Tax ID: 447937020360
Address of the Ukrainian factory: 6 Rudyka St., Kharkiv, 61070, Ukraine
IBAN: UA023282090000026006000021774
Bank: JSC “Pivdennyi”, MFO 328209
Website: EvaChargers.com
E-mail: info@evachargers.com
18.2. Technology Rights Holder / International Group Company
EVA Chargers Inc., Delaware corporation
Principal / mailing office: 5512 Broken Sound Blvd NW, 8202, Boca Raton, FL 33487, USA
Delaware registered office / registered agent: according to EVA Chargers Inc. corporate records.
Website: EvaChargers.com
E-mail: info@evachargers.com