Purchasing Terms and Conditions

This agreement is made between the undersigned entity (referred to as the "Company") and Faith Energy LLC, a Florida Limited Liability Company (referred to as the "Consultant"). The Company engages Faith Energy LLC for services related to electrification consulting.

The parties agree as follows:

1. Placement of Orders

A. Purchase of Charging Stations.
These Terms and Conditions ("Terms") apply to the Company's purchase of Charging Stations from Faith Energy LLC. Orders for Charging Stations, including extended warranties, must be made through binding, written purchase orders specifying details such as the number and model of the Charging Stations, requested delivery schedule (minimum 60 days post-purchase order date), and any additional warranties. Any additional or conflicting terms presented by the Company will only apply if expressly agreed upon in writing by both parties.

B. Acceptance of Signed Quote.
All quotes and changes to them require acceptance by Faith Energy LLC. No purchase order is binding until accepted in writing by Faith Energy LLC. Acceptance will typically be communicated within ten (10) business days. Accepted orders are final and cannot be canceled, returned, or refunded.

C. Refusal of Purchase Orders.
Faith Energy LLC reserves the right to withhold shipments if the Company exceeds its credit limit, fails to provide prepayment, breaches payment obligations, or is otherwise in material breach of these Terms.

D. SaaS Offerings Requirement.
Charging Stations are designed to function with specific cloud-based software services ("SaaS Offerings"). Accessing these SaaS Offerings requires a separate agreement with the respective Charging Software Provider.

2. Delivery

A. Shipping Costs and Terms.
Shipping, unless otherwise agreed, will be handled from Faith Energy LLC’s designated distribution center. The Company is responsible for all costs associated with shipping, transportation, insurance, and any other related charges. Faith Energy LLC is not liable for any delays in delivery; the Company’s remedy for significant delays is limited to order cancellation.

B. Transfer of Title.
Title and risk of loss for the Charging Stations transfer to the Company upon delivery to the freight forwarder. Faith Energy LLC will make reasonable efforts to meet the scheduled delivery date. Claims for non-conforming shipments must be submitted in writing within twenty (20) days of delivery to the freight forwarder.

C. Substitutions.
Faith Energy LLC may make modifications to the Charging Stations or their specifications, provided that such changes do not materially affect their form, fit, function, or safety.

3. Invoicing and Payment

A. Invoicing.
Faith Energy LLC will issue invoices upon shipment of the Charging Stations. Faith Energy LLC may require credit terms or prepayment based on factors such as order size or payment history. If delivery is delayed by the Company, invoices may be issued on or after the scheduled delivery date. Annual payments for extended warranties will be invoiced on the anniversary date.

B. Payment Terms.
Invoices must be paid within thirty (30) days of receipt. Subscription fees for cloud services will be invoiced at shipment and annually thereafter. Late payments incur interest at 2% per month or the maximum legal rate.

C. No Set-Off or Returns.
Amounts invoiced are payable in full and cannot be reduced by set-off. All sales are final; returns are not permitted, except as provided under warranty obligations.

D. Taxes and Duties.
All prices are exclusive of taxes, duties, and other charges. The Company is responsible for any applicable taxes, and Faith Energy LLC will bill these amounts separately. The Company must provide valid exemption certificates if claiming tax exemptions.

E. Payment Currency.
Payments must be made in U.S. dollars unless otherwise specified. Companies outside the U.S. must comply with local currency regulations and ensure timely payment to Faith Energy LLC.

F. Credit Approval.
All orders are subject to credit approval. Faith Energy LLC may adjust credit terms or require prepayment without prior notice based on its discretion. Orders may be suspended or shipments withheld if credit terms are not met.

G. Shipments in Lots.
If orders are shipped in multiple lots, the Company may only reject non-conforming portions of shipments. The Company cannot refuse a shipment based on issues with other lots.

H. Freight and Additional Charges.
Unless specified, prices exclude freight, storage, and other additional charges, which will be billed separately. Any deviations from standard packing will result in extra charges.

4. Warranties and Limitation of Liability

A. Warranty.
Charging Stations are covered by the manufacturer's standard parts warranty, valid for one year from installation. Additional warranties may be available for purchase.

B. Post-Warranty Maintenance.
To obtain maintenance services after the warranty period, the Company must purchase extended warranties or maintenance agreements.

C. Disclaimer of Warranties.
Faith Energy LLC provides no additional warranties beyond those expressly stated. There is no guarantee of uninterrupted or error-free operation of Charging Stations.

D. Limitation of Liability.
Faith Energy LLC is not liable for indirect, incidental, special, or consequential damages. Remedies are limited to repair, replacement, or refund of the non-conforming Charging Stations.

E. Warranty Exclusions.
Certain exclusions may apply to warranties, making them null and void under specific conditions.

F. Exclusive Remedies.
The remedies specified are the sole and exclusive remedies available for any breach of these Terms.

5. Intellectual Property

A. Restrictions on Use.
The Company may not create derivative works, copy, reverse engineer, or otherwise exploit the Charging Stations except as permitted by these Terms.

B. Ownership of Intellectual Property.
All intellectual property rights related to the Charging Stations are owned exclusively by Faith Energy LLC.

6. General

A. Attorneys’ Fees.
In the event of legal action to enforce these Terms, the prevailing party is entitled to recover reasonable attorneys’ fees, costs, and expenses.

B. Force Majeure.
Neither party is liable for delays or failures caused by circumstances beyond their reasonable control, including natural disasters, strikes, or acts of government.

C. Waiver.
Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other.

D. Severability.
If any part of these Terms is found to be invalid or unenforceable, the remaining provisions remain in full effect.

E. Assignment.
Neither party may assign their rights or obligations under these Terms without the other party's written consent, except in the case of corporate mergers or acquisitions.

F. Notices.
All notices must be in writing and sent to the address specified by each party, either by email with confirmation, certified mail, or courier.

G. Governing Law and Jurisdiction.
These Terms are governed by the laws of the State of Florida, with jurisdiction in Sarasota County, Florida. Any disputes will be resolved through arbitration in Sarasota County, Florida, in accordance with applicable arbitration rules. Legal actions may be pursued in court only for intellectual property rights violations or injunctive relief.

H. Entire Agreement.
These Terms constitute the complete agreement between the parties regarding the subject matter and supersede all prior agreements and communications.

English Language Agreement Governs.
These Terms are written in English, which shall govern all aspects of the agreement. Any translations provided are for convenience only.