BY ENTERING INTO A PURCHASE AGREEMENT (“AGREEMENT”) WITH ICON EV LLC (HENCEFORTH REFERRED TO HEREIN AS THE “COMPANY”), THE PURCHASER (“PURCHASER”) HEREBY AGREES TO THE FOLLOWING TERMS AND CONDITIONS OF SALE:
The “Terms and Conditions of Sale” outlined herein shall apply to the sale by the Company of the products, equipment and parts described more fully in the accompanying invoicing documentation (collectively, “Equipment”), unless otherwise agreed to in writing by the Company. The Company hereby gives notice of objection to any additional or different terms included in any purchase order or other form submitted by the Purchaser. Such additional or different terms shall not be included in this Agreement unless otherwise agreed to in writing by the Company.
Payment in full by wire, check, or credit card is due by the terms agreed to by the Purchaser and the Company. Title to all products purchased from the Company shall remain in the Company’s ownership until payment is received in full, at which time title shall pass to the Purchaser. Risk of loss passes to Purchaser upon delivery of the Equipment to the Purchaser, in accordance with the Dealer Agreement. As collateral security for the payment of the purchase price of the Equipment, Purchaser hereby grants to the Company a lien on and security interest in and to all of the right, title, and interest of the Purchaser in, to, and under the Equipment, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Florida Uniform Commercial Code. The Purchaser agrees, upon request of the Company, to promptly execute and return to the Company any documentation necessary to perfect the Company’s security interest in the Equipment. Payments by credit card will incur an additional 3.5% fee as is standardly charged for credit card processing.
All invoiced amounts not paid within the agreed upon payment terms may, at the discretion of the Company, accrue interest from the specified invoice due date at the rate of eighteen percent (18%) per annum or the maximum amount permitted by law; whichever is lower. Any accounts that have unpaid balances that have aged past 60 days may be turned over for collection or legal action and the Purchaser shall be required to pay collection fees, and/or the costs to collect said balances, including reasonable attorney’s fees, incurred by the Company for any such collection action.
The sale price of the Equipment does not include any present or future Federal, State, or local property, license, privilege, sale, use, excise, gross receipts or other like taxes or assessments which may be applicable to or result from purchase of, or services performed in connection to, the Equipment.
Tariffs will be charged at a rate of six percent (6%) on select Equipment including, but not limited to, Carts/Cars, new or replacement batteries, and new or replacement seats.
Freight, if arranged by the Company, will be charged at current market shipping costs at time of sale and may include additional handling/loading costs within reason.
Purchaser shall inspect the Equipment within five (5) days of receipt (“Inspection Period”). Purchaser will be deemed to have accepted the Equipment unless it notifies the Company in writing of any Nonconforming Equipment during the Inspection Period and furnishes such written evidence or other documentation as required by the Company. “Nonconforming Equipment” means only the following: (i) product shipped is different than identified in Purchaser’s purchase order; or (ii) product’s label or packaging incorrectly identifies its contents.
If Purchaser timely notifies the Company of any Nonconforming Equipment, the Company shall, in its sole discretion, (i) replace such Nonconforming Equipment with conforming Equipment, or (ii) credit or refund the Price for such Nonconforming Equipment, together with any reasonable shipping and handling expenses incurred by Purchaser in connection therewith. Purchaser shall ship, at its expense and risk of loss, the Nonconforming Equipment to the Company’s facility located as designated in the Dealer Agreement. If the Company exercises its option to replace Nonconforming Equipment, the Company shall, after receiving Purchaser’s shipment of Nonconforming Equipment, ship to Purchaser, at Purchaser’s expense and risk of loss, the replaced Equipment.
The Company shall not be liable for any non-delivery of Equipment (even if caused by the Company’s negligence) unless Purchaser gives written notice to the Company of the non-delivery within five (5) days of the date when the Equipment would in the ordinary course of events have been received. Any liability of the Company for non-delivery of the Equipment shall be limited to replacing the Equipment within a reasonable time or adjusting the invoice respecting such Equipment to reflect the actual quantity delivered.