HERO ECO, INC. INVOICE TERMS AND CONDITIONS
1. ENTIRE AGREEMENT
These invoice terms and conditions (“Terms and Conditions”) apply to all sales from Hero Eco, Inc. (“Hero Eco”) to the entity
(“Dealer”) set forth on the reverse side of this document (“Order Side”). The Terms and Conditions and the Order Side will be referred to as
the “Document.” In the event of a conflict between these Terms and Conditions, and those contained in any proposal, acknowledgment,
or other writings, these Terms and Conditions will control. If such other proposal, acknowledgment, or writing contains additional terms in
conflict with these Terms and Conditions, said additional terms will not become a part of the agreement between Hero Eco and
Dealer unless both parties agree in writing.
2. LICENSE TO SELL HERO ECO LEV’S AND USE OF TRADEMARKS
Hero Eco hereby grants Dealer the right to sell Hero Eco light electric vehicles (“LEV’s”). This right only permits Dealer to sell
LEV’s in “face-to-face” transactions, i.e., Dealer must sell a Hero Eco LEV to an end user from a physical location (for the avoidance
of doubt, Dealer is prohibited from selling Hero Eco LEV’s through the use of the internet where delivery of Hero Eco LEV’s is
direct to purchaser and not through Dealer’s physical location). In addition, Hero Eco hereby grants to Dealer a nonexclusive and
nontransferable license to use the Hero Eco marks, solely in connection with the sale of Hero Eco products.
3. PAYMENT AND MAP PRICE
Payment is due as set forth in the document entitled “Buy in Programs,” which is incorporated by reference into this Document. Hero Eco
reserves the right to establish minimum advertised prices (“MAP”). A Dealer may not advertise product prices that are below the MAP on
the internet or any other type of “on-line” service, radio, television, or print ads. This does not apply to in-store advertising, nor does it apply
to maximum product prices, which the Dealer may set in its sole and absolute discretion. Any MAP is subject to change at Hero Eco’s
sole discretion.
4. TAXES
Unless otherwise stated on the Order Side, the prices stated do not include taxes of any kind, duties, insurance or shipping and handling
charges.
5. WARRANTIES AND RETURNS
The only warranty that Hero Eco provides is set forth in the documents entitled “Product Warranty for Original Purchaser” and the
“Owner’s Manual” and other supporting documents that are and may be included with each Hero Eco LEV which are incorporated
by reference into this Document. Dealer has ten (10) days from the receipt of any product to file a claim with Hero Eco in regards to
damage, loss, or faulty delivery. Dealer may only return an alleged defective Hero Eco LEV with the written consent of Hero Eco.
6. INDEMNIFICATION
Dealer agrees to indemnify, defend and hold Hero Eco harmless from and against all loss, damages, liability, actions, judgments,
c o sts and expenses, including reasonable attorney fees and costs, suffered, incurred or asserted, by or against Hero Eco by reason
of Dealer’s breach of any duty required under this Document or any document incorporated by reference or by reason of a personal
injury, including death, or property damage sustained by a third party, as a result of an act or omission of Dealer, its agents or employees in
fulfillment of its duties under this Document or any document incorporated by reference.
7. INDEPENDENT CONTRACTOR
Both parties agree that Dealer is an independent contractor and, as such, neither Dealer nor its personnel will be considered agents, joint
venturers, partners, franchisees, franchisors, or employee(s) of Hero Eco nor entitled to any benefit s or privileges provided by Hero Eco
to its employees. As a consequence, Hero Eco is neither liable nor responsible for withholding or deducting any sums for federal or state
income taxes, social security, health, workers compensation, and disability insurance coverage, pension or retirement plan, or other
employment benefits.
8. ASSIGNMENT
Dealer will not assign this Document or any part thereof, including any payments due or to become, without the written consent of
Hero Eco.
9. FORCE MAJEURE
Neither party will be liable for delays in performance or a failure to perform hereunder due to causes beyond its reasonable control, including
a cts of nature, acts of any government, wars, terrorism, riots, fires, floods, accidents, strikes, communication failures, state or nation wide
power failures or blackouts, or embargoes. With respect to labor difficulties, a party will not be obligated to accede to any demands being
made by employees or other personnel.
10. SEVERABILITY
In the event that any provision of this Document is found invalid or unenforceable, it will be enforced to the extent permissible and the
remainder of this Document will remain in full force and effect.
11. WAIVER
HERO ECO’S SHIPMENT OF GOODS WILL CONSTITUTE ACCEPTANCE OF THESE TERMS AND CONDITIONS. NOTWITHSTANDING ANY
AN Y WAIVER BY HERO ECO OF ANY TERM, CONDITION OR PROVISION WILL NOT BE CONSTRUED TO BE A WAIVER OF ANY OTHER
TERM, CONDITION OR PROVISION HEREOF NOR WILL SUCH WAIVER BE DEEMED A WAIVER OF ANY SUBSEQUENT BREACH OF THE SAME TERM,
CONDITION OR PROVISION.
12. GOVERNING LAW; VENUE AND ATTORNEYS’ FEES AND COSTS
All disputes related to this Document will be governed by and construed in accordance with the laws of the State of California without
regard to any contrary conflicts of law principles. All legal actions arising under this Document will be initiated and maintained in the state
or federal courts in San Francisco, California. Dealer and Hero Eco irrevocably consent to such jurisdiction and venue. The prevailing
party in any legal proceeding or arbitration will be entitled to recover its reasonable attorneys’ fees and costs, including allocable in-house
legal fees and costs, incurred in connection with such proceeding, and any appeal, as part of the same proceeding.
A2B is a registered trademark of Hero Eco Limited, part of the Hero Eco Group