Terms & Conditions

Revised 28 December 2021

For Carbon Asset, the Customer shall accept Carbon Asset Agreement.

1. Placement of Orders.

A. Purchase of Charging Stations or EV Products.

The terms of these Terms and Conditions of Purchase (“Terms”) govern the Customer’s purchase of Charging Stations or EV Products from TWINFLOWS HOLDING CO., LTD. (TwinFlows). Customer’s purchase of Charging Stations or EV Products (including, without limitation, any purchase of an extended Assure Warranty) made by Customer shall be made by binding, written purchase order specifying the number and model of Charging Station(s) desired to be purchased, requested delivery schedule (which, absent agreement between the parties, shall be a date that is no less than sixty (60) days after the date of the purchase order), any extended Assure Warranty being purchased and that Customer’s purchase of Charging Stations or EV Products is subject to all of the terms and conditions contained in these Terms. Any additional printed terms and conditions in Customer’s purchase order conflicting with, varying, or adding to the terms and conditions of these Terms, shall be of no force and effect, unless the parties hereto agree in writing, in advance, to accept such terms and conditions.

B. Acceptance of Purchase Orders.

All purchase orders and modifications to purchase orders are subject to acceptance or rejection by TwinFlows at its sole discretion. No purchase order shall be binding upon TwinFlows unless and until so accepted in writing by TwinFlows. TwinFlows agrees to use commercially reasonable efforts to notify Customer of its acceptance or rejection of Customer’s order within seven (7) business days after receipt thereof. Any purchase order accepted by TwinFlows is referred to in these Terms as, an “Accepted Order.” Accepted Orders are non-cancelable, non-returnable, and non-refundable.

C. Refusal of Purchase Orders.

TwinFlows may withhold shipments to Customer if Customer has exceeded its applicable credit limit, if any, and not provided for prepayment, is in violation of its payment obligations, or otherwise is in material breach of these Terms.

D. Stations Require Subscription to SaaS Offerings.

The Charging Stations or EV Products are designed to work with TwinFlows’s cloud-based application services (“SaaS Offerings”). Access to SaaS Offerings requires Customers to enter into a Master Services and Subscription Agreement with TwinFlows. Each SaaS Offering (Cloud Plan) acquired for use with a new Charging Station is available upon activation of the service for the station. The subscription period commences on ninety (90) days from the date the plan is purchased.

2. Delivery

A. Shipping Costs; Terms.

All shipping, unless otherwise agreed to by the Parties in writing, shall be DAP TwinFlows’s warehouse. Customer shall be responsible for all costs of shipping, transportation, insurance, warehousing, and other charges and costs associated with the shipment of the Charging Stations or EV Products to the Customer. All shipping dates are approximate and are based upon prompt receipt of all necessary information from the Customer. In no event shall TwinFlows be liable for any costs related to delay in delivery of the Charging Stations or EV Products. The customer’s sole remedy for any material delay in delivery of the Charging Stations or EV Products shall be the cancellation of the order.

B. Transfer of Title.

Delivery of the Charging Stations or EV Products to Customer shall be completed upon delivery of the Charging Stations or EV Products to Customer’s freight forwarder. Risk of loss and damage to the Charging Stations or EV Products shall pass to Customer upon the delivery of such Charging Stations or EV Products to such freight forwarder. TwinFlows shall use commercially reasonable efforts to deliver Charging Stations or EV Products ordered by Customer on the scheduled delivery date. All claims for non-conforming shipments must be made in writing to TwinFlows within twenty (20) days of the passing of the risk of loss and damage, as described above. Any claims not made within such a period shall be deemed waived and released.

C. Substitutions.

TwinFlows shall have the right to make substitutions and modifications to Charging Stations or EV Products and in the specifications of Charging Stations or EV Products to be delivered under the terms of any applicable purchase order, provided that such substitutions or modifications will not materially affect overall Charging Station form, fit, function or safety specifications.

3. Invoicing and Payment

A. Invoicing.

Unless otherwise agreed in writing by the Parties, TwinFlows shall issue an invoice to Customer on or after the date it ships the ordered Charging Stations or EV Products; provided that, TwinFlows may condition its acceptance of purchase order on such credit and/or prepayment terms as TwinFlows, in its reasonable discretion, determines appropriate due to, among other things, Customer’s prior payment history and/or the size of the order. In the case of any change to the applicable credit and/or prepayment terms, no purchase order or acceptance thereof will be effective unless and until the Customer has consented in writing thereto. If a Customer causes a delay in delivery, TwinFlows may issue its invoice at any time on or after the scheduled delivery date. If the Customer has purchased an extended Assure Warranty and has chosen the annual payment option, TwinFlows will invoice each annual payment on the anniversary date of the Assure Warranty.

B. Payment Terms.

TwinFlows will invoice the Customer at the time of shipment of the Charging Stations or EV Products. All invoices shall be paid within thirty (30) days of the Customer’s receipt thereof. Fees for Cloud Services subscriptions shall be invoiced at the shipment of the Charging Stations or EV Products to which such Cloud Services subscriptions relate, and on each anniversary date thereof. All invoices for Cloud Services subscriptions shall be paid within thirty (30) days of the Customer’s receipt thereof. Invoices not paid when due are subject to interest at the rate of one and one-half percent (1.5%) per month or, if less, the highest rate allowed under applicable law. All non-credit shipments, or shipments in excess of the Customer’s available credit line, if any, shall be prepaid prior to shipment.

C. No Right of Set-Off; No Right of Return.

Invoiced amounts are not subject to reduction by set-off or otherwise without the express written permission of TwinFlows. All sales are final and the Customer shall have no right of return, provided, that, TwinFlows shall comply with its obligations under the Warranty (as defined below).

D. Taxes, Duties, Etc.

All amounts due to TwinFlows under these Terms and/or any applicable purchase order are net of any duties, any sales, use, excise, value-added, withholding, or similar tax of any kind and any and all other fees and charges of any nature (collectively, “Taxes”) imposed by the United States or any foreign, state or local governmental entity or instrumentality thereof on the purchase, shipment, use or sale of the Charging Stations or EV Products by or to Customer, other than taxes measured by TwinFlows’s income, corporate franchise, or personal property ownership. Where applicable, TwinFlows shall bill Customer for the full amount of such taxes and shall include such amount as a separate line item on the invoice(s) sent to the Customer; provided that, TwinFlows’s failure to so bill the Customer shall not relieve Customer from the obligation to pay any Tax described in this Section 3.D.

E. Payment in Baht.

All amounts payable under these Terms shall be paid in Thai baht. If Customer is located outside of Thailand, Customer agrees to take all necessary actions required, including registration of these Terms and application for permission to make payments to TwinFlows hereunder, with the appropriate government authorities in the Customer’s jurisdiction, or such other institution or official, and to take such other measures as may be necessary to comply with any government currency controls in effect in Customer’s jurisdiction, as soon as reasonably practicable after execution of these Terms. Customer shall remit payment to TwinFlows, at Customer’s option (i) via wire or ACH transfer to an account designated by TwinFlows in writing from time to time or (ii) by check, made out to TwinFlows Co., Ltd.

F. All Orders Subject to Credit Approval.

All orders are subject to credit approval by TwinFlows. The amount of credit or terms of payment may be changed or credit is withdrawn by TwinFlows at its reasonable discretion without advance notice. TwinFlows may, in its discretion, withhold further manufacture, performance, or shipment; require immediate cash payments for past and future shipments or performance; or require other security satisfactory to TwinFlows before further manufacture, performance, or shipment is made; and may, if the shipment has been made, recover the goods from the carrier pending receipt of such assurances.

G. Provisions Relating to Shipments in Lots.

If these terms require or authorize delivery of goods in separate lots, shipments or milestones to be separately accepted by Customer, Customer may only refuse such portion of a lot, shipment, or milestone that fails to comply with the requirements of these terms. Customer may not refuse to receive any lot or portion thereof for the failure of any other lot or portion of a lot to be delivered or to comply with these terms unless such right of refusal is expressly provided for on the face hereof. The customer shall pay for each lot in accordance with the terms hereof. Products held for Customers are at the Customer’s sole risk and expense.

H. Prices do not include Freight, Etc.

Except to the extent expressly stated in these terms, TwinFlows’s prices do not include any freight, storage, insurance, taxes, excises, fees, duties, or other government charges related to the goods, and Customer shall pay such amounts or reimburse TwinFlows for any amounts TwinFlows pays. If Customer claims a tax or other exemption or direct payment permit, it shall provide TwinFlows with a valid exemption certificate or permit and indemnify, defend and hold TwinFlows harmless from any taxes, costs, and penalties arising out of same. TwinFlows’s prices include the costs of its standard domestic packing, only. Any deviation from this standard packing (domestic or export), including Thai Government sealed packing, shall result in extra charges. To determine such extra charges, the Customer should consult with TwinFlows’s sales offices. Any and all increases, changes, adjustments, or surcharges (including, without limitation, fuel surcharges) which may be in connection with the freight charges, rates, or classification included as part of these terms, shall be for the Customer’s account.

I. Disputes.

In the event Customer disputes any portion or all of an invoice, it shall notify TwinFlows in writing of the amount in dispute and the reason for its disagreement within twenty-one (21) days of receipt of the invoice. The undisputed portion shall be paid when due, and finance charges on any unpaid portion shall accrue, from the date due until the date of payment, to the extent that such amounts are finally determined to be payable to TwinFlows.

J. Remedies upon Payment Default.

Upon Customer’s default of these terms, TwinFlows may, in addition to any other rights or remedies it may have at law or otherwise, subject to any cure rights of Customer, declare the entire balance of Customer’s account immediately due and payable or foreclose any security interest in the goods delivered. If any unpaid balance is referred for collection, Customer agrees to pay TwinFlows, to the extent permitted by law, reasonable attorneys’ fees in addition to all damages otherwise available, whether or not litigation is commenced or prosecuted to final judgment, play any court costs or expenses incurred by TwinFlows, and any finance charges accrued on any unpaid balance owed by Customer.

K. Suspended Shipments.

TwinFlows reserves the right to suspend further shipments of goods if the Customer is over thirty (30) days late in payment of an undisputed invoice. TwinFlows reserves the right to terminate the order if the Customer is over sixty (60) days late in payment of an undisputed invoice

4. Installation

The customer shall be responsible for arranging for the installation and provisioning of the Charging Stations or EV Products and the costs thereof. At Customer’s request, TwinFlows may provide the names and contact information of one or more installers of Charging Stations or EV Products; provided that, in providing such information TwinFlows makes no representation or warranty of any kind, nor does it undertake any liability, with respect to or regarding the quality of any installation or other services performed by any such installer. EXCEPT AS SPECIFICALLY AGREED TO IN WRITING, TWINFLOWS IS NOT RESPONSIBLE FOR AND WILL NOT BE LIABLE FOR, THE QUALITY OF ANY INSTALLATION SERVICES OR ANY CLAIM IN ANY WAY RELATING TO OR RESULTING FROM SUCH SERVICES.

5. Warranties/Limitation of Liability

A. Warranty.

The Product is covered by the terms of TwinFlows’s standard parts only product Warranty (the “Warranty”), which depends on each product type. All applicable warranties with respect to the Product are set forth in the Warranty and are hereby incorporated by reference into these Terms.

B. Post-Warranty Maintenance.

Customer acknowledges and agrees that in order to obtain warranty and/or other maintenance services for the Charging Stations or EV Products after expiration of the Warranty, Customer must purchase extended warranties and/or maintenance agreements directly from TwinFlows. TwinFlows reserves rights to transfer the warranty to promotion if TwinFlows’s suppliers cannot meet the maintenance standards and requirements.

C. Disclaimer of Warranties.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5, TWINFLOWS MAKES NO WARRANTY WITH RESPECT TO THE PERFORMANCE OF THE CHARGING STATIONS OR EV PRODUCTS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TWINFLOWS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS BY THE CHARGING STATIONS OR EV PRODUCTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. TWINFLOWS DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF CHARGING STATIONS OR EV PRODUCTS.

D. Limitation of Liability.

i. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL TWINFLOWS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREUNDER, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ii. CUSTOMER’S SOLE REMEDY FOR ANY BREACH BY TWINFLOWS OF ITS OBLIGATIONS OR WARRANTIES UNDER THESE TERMS SHALL BE LIMITED TO, AT TWINFLOWS’S OPTION, REPAIR OR REPLACEMENT OF THOSE CHARGING STATIONS OR EV PRODUCTS TO WHICH SUCH BREACH IS APPLICABLE OR REFUND BY TWINFLOWS OF ALL OR A PART OF THE PURCHASE PRICE OF THE NON-CONFORMING CHARGING STATIONS OR EV PRODUCTS.

iii. Warranty Exclusions. The Warranty set forth in these Terms is subject to certain exclusions as more fully set forth in the Warranty. THE CUSTOMER HAS BEEN INFORMED AND UNDERSTANDS THAT IN THE EVENT ANY SUCH EXCLUSION BECOMES APPLICABLE, ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN THESE TERMS SHALL IMMEDIATELY BECOME NULL AND VOID.

E. Exclusive Remedies.

THE REMEDIES CONTAINED IN SECTION 5 ARE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AND ARE IN LIEU OF ANY OTHER RIGHTS OR REMEDIES THE CUSTOMER MAY HAVE AGAINST TWINFLOWS WITH RESPECT TO NONCONFORMANCE OF THE CHARGING STATIONS OR EV PRODUCTS.

6. Intellectual Property

A. Restrictions on Use.

Customer shall not: (i) create derivative works based on the Charging Stations or EV Products, (ii) copy, frame, or mirror any part or content of the Charging Stations or EV Products, (iii) reverse engineer any Charging Station, or (iv) access the Charging Stations or EV Products for any improper purpose whatsoever, including, without limitation, in order to (A) build a competitive product or service, or (B) copy any features, functions, interface, graphics or “look and feel” of the Charging Stations or EV Products.

B. Ownership of Intellectual Property.

All right, title, and interest in and to any intellectual property related in any way to the Charging Stations or EV Products is, and shall remain, the exclusive property of TwinFlows. For these purposes, the term “intellectual property” shall mean, all of a party’s patents, patent applications, patent rights, copyrights, moral rights, algorithms, devices, application programming interfaces, databases, data collections, diagrams, inventions, methods, and processes (whether or not patentable), know-how, trade secrets, trademarks, service marks and other brand identifiers, network configurations and architectures, proprietary information, protocols, schematics, specifications, software (in any form, including source code and executable code), techniques, interfaces, URLs, web sites, works of authorship, and all other forms of technology, in each case whether or not registered with a governmental entity or embodied in any tangible form and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world in any way arising prior to or during the term of these Terms.

7. General

A. Attorneys’ Fees.

If any action at law or in equity is necessary to enforce the terms of these Terms, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and expenses in addition to any other relief to which the prevailing party is otherwise entitled.

B. Force Majeure.

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosion, acts of God, war, governmental action, labor conditions, earthquakes, or any other cause which is beyond the reasonable control of such party.

C. Waiver.

The failure of either party to require performance by the other party of any provision hereof shall not affect such party’s full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

D. Severability.

In the event that any provision of these Terms shall be unenforceable or invalid under any applicable law or be so held by an applicable court decision, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted as to best accomplish the objectives of such provisions within the limits of applicable law or applicable court decisions.

E. Assignment.

The rights and liabilities of the parties hereto shall bind and inure to the benefit of their successors, executors, or administrators, provided, however, that neither TwinFlows nor Customer may assign or delegate these Terms or any of its licenses, rights, or duties under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party in its reasonable discretion; provided, however, that Customer and TwinFlows shall each be entitled to assign these Terms to an affiliate or to its successor in interest by way of merger, acquisition of substantially all of the assets of the assignor or any similar event (collectively, “Acquisition Transactions”); and provided further, however, that notwithstanding any Acquisition Transaction, Customer shall not assign these Terms to any competitor of TwinFlows without TwinFlows’s prior written consent, in its sole discretion. Any attempted assignment in violation of this provision shall be void.

F. Notices.

Any notice, request, demand, or other communication by the terms hereof required or permitted to be given by one party to the other shall be given in writing by email with a confirmation of receipt, certified or registered mail, return receipt requested, fax, or courier addressed to such other party or delivered to the address for each party set forth below their respective signatures, or at such other fax, email address or office address as may be given from time to time by either of the parties.

G. Controlling Law.

These Terms shall be governed in all respects by Thai laws, exclusive of conflicts of law principles.

H. Venue.

The court located in Bangkok, Thailand shall have exclusive jurisdiction and venue over any dispute arising out of or relating to these Terms. Each of the Parties submits to the jurisdiction and venue of these courts.

I. Entire Agreement.

These Terms and the attachments hereto constitute the entire agreement between the parties regarding its subject matter. It supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. These Terms shall not be modified unless done so in a writing signed by an authorized representative of each party.

J. Dealership Agreement

All users agree to comply with the Terms and Conditions in the Attached File. The Terms and Conditions in the Attached File automatically apply to all members when opening the account to use services in www.twinflows.com.

Attached File: Dealership Agreement