Canada Version. Last Updated: April 2, 2021
Whereas "ChargeLab","Customer", "Hardware", and "Sites" havebeen defined in a ChargeLab Order Form (the "Order Form") that links to this webpage, and theOrder Form has been signed by authorized representatives of both ChargeLab and Customer (the "Parties"), these Terms and Conditions shall apply to the Hardware purchased by Customer from ChargeLab.
ChargeLabis responsible for organizing the shipping of Hardware to the Sites specifiedin the Order Form. If multiple sites are specified in the Order Form, Hardwarewill be shipped to each Site following the specifications of the Site Listsection of the Order Form. If Customer wishes to have the Hardware shipped toan alternate delivery point, this must be specified in the Order Form.
Delivery dates specified in the Order Form or any communications between ChargeLab representatives and Customer are approximate, unless specified as firm and binding. Delivery performance is dependent upon prompt receipt from Customer of all specifications, delivery point(s), and on-site contacts at delivery point(s).
Unless otherwise agreed upon in the Order Form, Customer will be responsible for all shipping costs, which will be added to ChargeLab’s final invoice to Customer.
ChargeLab agrees to pass through to Customer any warranties given by its third-party vendors, especially original equipment manufacturers (“OEMs”) of electric vehicle charging stations (“EVCS”).
OEM warranty periods shall begin when the Hardware has been delivered to the Sites or the alternate delivery point specified in the Order Form.
If Customer wishes to make a Hardware warranty claim, they may contact ChargeLabor the OEM directly. In cases that Customer contacts ChargeLab with a warranty claim, ChargeLab agrees to make commercially reasonable efforts to assistCustomer in filing a claim with the OEM and to ensure the OEM prioritizesCustomer’s claim.
ChargeLab agrees to provide Customer with any requested Hardware documentation, including manufacturers’ specification sheets, data sheets, installation manuals, operations manuals, user manuals, and warranty documentation.
Each party (the “Receiving Party”) understands that the other party (the “DisclosingParty”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). ProprietaryInformation of ChargeLab includes non-public information regarding features, functionality and performance of the Hardware. Proprietary Information ofCustomer includes non-public data provided by Customer to ChargeLab to enable the provision of the Hardware (“Customer Data”). The Receiving Party agrees:(i) to take reasonable precautions to protect such Proprietary Information, and(ii) not to use (except in performance of the Hardware or as otherwise permitted herein) or divulge to any third person any such ProprietaryInformation. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or(e) is required to be disclosed by law.
Customer will pay ChargeLab the then applicable fees described in the Order Form for theHardware in accordance with the terms therein (the “Fees”). If Customer believes that ChargeLab has billed Customer incorrectly, Customer must contactChargeLab no later than 60 days after the closing date on the Hardware billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to email@example.com.
ChargeLab may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by ChargeLab thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than Canadian taxes based on ChargeLab’s net income.
All references herein and in the Order Form to currency are to Canadian currency and all payments shall be made in Canadian currency unless otherwise agreed to in writing.
This Agreement may be terminated by customer only upon thirty (30) days’ prior written notice and payment of termination chargers, including but not limited to: all costs incurred prior to the effective date of notice of termination and all expenses incurred by ChargeLab attributable to the termination, plus a fixed sum of ten percent (10%) of the total Hardware price to compensate for the disruption of scheduling, planned production, and other indirect costs.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, CHARGELAB AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TOALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES,CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TOANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COSTOF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;(B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;(C) FOR ANY MATTER BEYOND CHARGELAB’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO CHARGELAB FOR THE HARDWARE UNDER THIS AGREEMENT, IN EACH CASE, WHETHER OR NOT CHARGELAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with ChargeLab’s prior written consent. ChargeLab may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind ChargeLab in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the Province of Ontario without regard to its conflict of laws provisions.