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Inspection Services: Scope and Terms
(Pilot Program)
1. General
1.1 Description. Inspection Services (as defined below) is an add-on Support Services option that may be available to you with ChargePoint’s then-current Support Service offerings (e.g., Assure, Assure Pro, or Customer Managed Labor Plan) or your then-in effect ChargePoint-provided warranty coverage for your Hardware.
1.2 Subscription Terms and Conditions. Your Subscription for Inspection Services are subject to (a) the terms and conditions of this Scope and Terms document; and (b) ChargePoint’s Master Support Services Terms and Conditions (found at www.chargepoint.com/legal/support-services (“Master Support Terms”), as each may be amended from time to time by ChargePoint. Any capitalized term not otherwise defined in this Scope and Terms document has the meaning ascribed in Master Support Terms.
1.3 Term and Termination of Pilot Program. The pilot program for Inspection Services is available to you for the time duration specified in the applicable purchase order or ChargePoint invoice under which you acquired entitlements for Inspection Services. During the first three months of the term of Pilot Program, you may terminate for convenience with 5 business days prior written notice to ChargePoint.
2. Scope of Inspection Services. The following subsections of this Section 2 collectively constitute the scope of services that ChargePoint will provide to you in connection with the pilot program for Inspection Services (“Inspection Services”). In connection with each onsite visit for Inspection Service s, ChargePoint’s authorized service provider, who will perform Inspection Services on behalf of ChargePoint (“Service Provider”), will undertake the following:
2.1 Hardware Inspection. Visually inspect the exterior of the applicable Hardware, including, without limitation, its main body, charging cable(s), cable management kit, and screen and inspect for any reported faults displayed on the Hardware’s display. If a failed charging session has been reported by the applicable Hardware to ChargePoint prior to the applicable onsite visit, then Service Provider will perform a test charge to diagnosis the issue.
2.2 Hardware Cleaning. Wipe down and clean the applicable Hardware, including, without limitation, the removal of any unauthorized stickers on such Hardware.
2.3 Hardware Repair. Perform any adjustments to Hardware for it to operate in accordance with ChargePoint’s applicable specifications for such Hardware. If Hardware has a then-in effect warranty coverage from ChargePoint or other Support Services-related coverage by ChargePoint (e.g. Assure, Assure Pro, etc.), then Service Provider will install Replacement Parts that are non-electrical in nature, e.g. charging cable latches, screen lenses, and cable management kit retractor cables, and subject to exclusions described in Master Support Terms. If there is an electrical-related issue, then such repair may be covered by other applicable Support Services that you may have entitlements from ChargePoint. In that case, ChargePoint will determine which other applicable Support Services may provide the appropriate coverage and refer such issue for resolution to ChargePoint’s support team, and may be covered, subject to the applicable Support Service.
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2.4 Site Area Inspection. Visually inspect the physical site area, as such area is owned or managed by you, where the applicable Hardware is installed (“Site Area”) for potential issues that pertain to Site Area and/or may impair the performance and operation of the Hardware. Such issues will be reported to you in accordance with Section 2.5 (Monthly Reporting). For the avoidance of doubt, Inspection Services does not include, and ChargePoint will not be responsible or liable for, the repair, maintenance, fixes, or remediation in any manner of any issues that pertain to Site Area.
2.5 Monthly Report. Provide you a monthly report of the findings of Service Provider’s visual inspection of the applicable Hardware and/or Site Area (as described in this Section 2) during the applicable reporting period, including recommendations for the maintenance and repair of Site Area, issues that may require other Support Services dispatches for Hardware, and repairs and cleanings made to Hardware.
2.6 Service Cadence. Various cadence for onsite visits are available (e.g. weekly, monthly, quarterly).
The cadence of such onsite visits is determined by the SKU that you acquire entitlements to Inspection Services.
3. Your Responsibilities. You are required to inform ChargePoint of all pertinent information in connection with onsite visits for Inspection Services, including, without limitation, any blackout dates for such onsite visits and access requirements to Site Area and/or applicable Hardware. ChargePoint will schedule onsite visits for Inspection Services based on such pertinent information.
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CHARGEPOINT MASTER SUPPORT SERVICES TERMS AND CONDITIONS
1. Description of Support Services. These ChargePoint Master Support Services Terms and Conditions (“Agreement”) governs the provision of Support Services (defined below) by ChargePoint, Inc. (“ChargePoint”) to customer (“you” and “ your”). Each s ubscription plan for Support Services (“Subscriptions”) provide s Support Services -related coverage to you for the ChargePoint-covered charging stations and related hardware peripherals (“ Hardware”) and may include a combination of remote support, parts and labor coverage, as further described in the applicable Support Scope and Terms.
Each Subscription is offered by the applicable ChargePoint entity or entities referenced under “Entities” section below and is valid for US and Canada only. The scope of this Agreement is only for Support Services and does not include other services offered by ChargePoint (e.g., ChargePoint cloud plans) or products not described in the applicable Support Scope and Terms (e.g. ChargePoint’s Home Flex products or any of its successors). “Support Services” shall mean the service(s) provided to you subject to this Agreement and the applicable ChargePoint Support Services Scope and Terms (“ Support Scope and Terms ”) found at www.chargepoint.com/legal/support-services. This Agreement and Support Scope and Terms may be amended from time to time by ChargePoint.
2. Subscriptions.
2.1 Service Term and Renewal . Each Subscription that you purchase will commence ninety (90) days after the invoice date of such Subscription and will continue for the term purchased via the applicable invoice or purchase order (“Service Term”). ChargePoint will send you an invoice for your Subscription on or after the date the applicable Hardware is shipped to you . Upon expiration of your initial Service Term, your Subscription will renew automatically for successive one -year periods (each a “ Renewal Term”). Renewal Terms will commence on the date of the expiration of the initial Service Term or prior Renewal Term, as applicable
2.2 Transfer. If you sell or divest yourself of the applicable Hardware and wish to transfer or otherwise assign in any manner the applicable Subscription a third party, then you must provide 60 days prior written notice to ChargePoint of such sale or divestiture of Hardware. Failure to provide such prior notice will void the applicable Subscription for any successor third party.
2.3 Commencement. Your Hardware will be covered by the applicable Subscription starting after the Hardware has been delivered, installed, and activated (subject to the applicable requirements of ChargePoint) and until the end of the Service Term. Note that certain Hardware and corresponding Subscriptions may require you to fulfill certain activation obligations prior to the commencement of the applicable Support Services (for more details see the Installation, Commissioning and Activation Scope and Terms located at www.chargepoint.com/legal/deployment-consulting-services) (“Deployment and Consulting Scope and Terms”).
2.4 Term and Termination. This Agreement and applicable Support Scope and Terms shall remain in full force and effect until completion of Service Term or Renewal Term, subject to earlier termination as set forth below. Either party may terminate this Agreement if the other party is in material breach of any of its obligations under this Agreement (which shall include without limitation any nonpayment by customer of fees due for Services) and has not cured such breach within thirty (30) days of the date of its receipt of written notice thereof. Either party may terminate this Agreeme nt immediately upon written notice if any assignment is made of the other party's business for the benefit of creditors, or if a petition in bankruptcy is filed by or against the other party and has not been dismissed within 60 days
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of such filing. ChargePoint may terminate this Agreement upon written notice in the event that any law or regulation prevents or materially impedes the performance of Support Services. All sections of this Agreement which by their nature should survive termination and/or expiration of this Agreement shall survive such termination and/or expiration.
If you exercise the termination rights described in this section, then you acknowledge and agree ( a) you will be required to pay ChargePoint the full balance of fees you owe for the then -current Subscription; and (b) if you prepaid for the then-current Subscription, then you are not entitled to, and ChargePoint is not obligated to provide you in any manner, a refund of such prepayment. If you wish to terminate your Subscription pursuant to this section, ChargePoint will issue a pro -rata refund of any funds paid from the effective date of termination to the end of the applicable Service Term or Renewal Term. For termination for any other reason, you will not be entitled to any refund.
2.5 Reinstatement Fee. If you terminate the applicable Subscription during a Renewal Term and wish to reinstate such Subscription at a later date, such reinstatement will be subject to the payment of fees for the time period that lapses after such termination and prior to the reinstatement , plus any reasonable reinstatement fees charged by ChargePoint.
2.6 Payment. Payment for Subscriptions is due within thirty (30) days of the invoice date. All payment obligations are non-cancelable and non-refundable. Late payment shall be subject to a charge equal to the lesser of (i) one and one -half percent (1.5%) per month or (ii) the maximum rate allow ed by the applicable jurisdiction. You will reimburse ChargePoint for attorneys’ fees and other expenses reasonably incurred by ChargePoint in the collection of any late payments. If any amount is more than thirty (30) da ys overdue, ChargePoint may (a) terminate the applicable Subscription or (b) withhold Subscription coverage until ChargePoint has received payment in full. All payments shall be made in U.S. Dollars (or if you are based out of Canada, Canadian dollars) and may be made by wire transfer, ACH payment system or other means approved by ChargePoint. You may not offset any amounts due to ChargePoint hereunder against amounts due to you under this Agreement and/or Support Scope and Terms. Fees payable to ChargePoint do not include any taxes, and you are responsible for all such taxes.
2.7 Purchase after Activation. If you wish to purchase a Subscription after the activation of the applicable Hardware, then you will need to provide ChargePoint written evidence that there are no outstanding repair or defect issues with such Hardware. Approval of the activation of Subscription, as described in this section, will be at ChargePoint’s sole discretion.
2.8 Relocation of Hardware. Any relocation of Hardware from its original installation location (including, without limitation, to any approved transfer pursuant to Section 2.2) will require (a) re-Activation (as further described in the Deployment and Consulting Scope and Terms); and (b) re-Commissioning (as further described in separate the Deployment and Consulting Scope and Terms) if Hardware is a DC charging station.
2.9 Maximum Service Term. ChargePoint will not sell or make available Subscriptions beyond the useful life of the applicable Hardware, i.e., 10 years after its initial activation. ChargePoint, in its sole discretion, may amend from time to time the calculation of the useful life of any Hardware.
3. Support Services.
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3.1 Coverage. If included in your applicable Subscription, ChargePoint will provide parts and/or labor coverage for the applicable Hardware.
3.2 Covered Hardware. Unless otherwise described in the applicable Support Scope and Terms, only certain Hardware purchased from ChargePoint or a n authorized ChargePoint distributor or reseller may receive Support Services. Please refer to the Scope and Terms for a list of Hardware covered by the applicable Subscription.
3.3 Active Cloud Plan Requirement. Unless otherwise described in the applicable Support Scope and Terms, you must maintain an active ChargePoint cloud plan to receive Support Services.
3.4 Replacement Parts. If the then-current Subscription provides “parts cost coverage” for replacement hardware components and/or Hardware that ChargePoint uses to repair and/or replace your defective Hardware (“ Replacement Parts ”), then Replacement Parts will be provided at no charge. You acknowledge and agree Replacement Parts may be remanufactured or reconditioned (a) hardware components of Hardware; or (b) Hardware if such Hardware is no longer manufactured; provided, that ChargePoint will use reasonable efforts to provide such Hardware that provides substantially similar functionality. Any Replacement Parts provided to you via a Subscription will become your property and all parts and/or Hardware returned by you or your authorized representative to ChargePoint in connection with any Support Services will become the property of ChargePoint.
3.5 Your Responsibilities. You agree to: (a) provide reasonable access to ChargePoint or its designee as necessary for the performance of ChargePoint’s obligations, including access to your requisite personnel and physical site, to address the required Support Services; (b) promptly provide accurate and complete information as requested by ChargePoint in connection with the provision of any Support Services; (c) maintain the physical site in which Hardware is located in accordance with all applicable laws, regulations and rules; and (d) keep the physical site in which Hardware is located in a clean, safe and orderly condition, to at least the same standard as you customarily use to maintain the remainder of your sites and/or premises.
3.6 Exclusions. The following issues are not covered by Support Services:
a. Damage and Misuse. Damage to Hardware caused by you and/or third parties, including, without limitation, abuse, negligence, vandalism, accidents, or any other events. In addition, any use of the Hardware in a manner that is not in compliance with the specifications of Hardware, as described in the applicable ChargePoint documentation.
b. Cosmetic Damage. Cosmetic damage to Hardware such as scratches and dents. c. Normal Aging and Discoloration. Normal aging or discoloration of Hardware due to exposure to environmental elements.
d. Unapproved Deployment or Alteration. Installation, operation, alteration, modification , or relocation of the Hardware or firmware incorporated in such Hardware that was not approved in writing by ChargePoint.
e. Force Majeure. Force majeure events or unforeseeable circumstances beyond ChargePoint’s reasonable control that prevent ChargePoint from performing its Support Services -related obligations.
f. Lack of Commissioning. DC charging station(s) that has not undergone Commissioning, as such term is described in Deployment and Consulting Scope and Terms. g. Fraudulent Actions. Fraudulent actions or omissions in connection with Support Services - related requests, e.g. removal or alteration of the serial number of the applicable Hardware.
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h. Unapproved Interfaces. Use of Hardware with software, interfaces, parts or supplies not approved in writing by ChargePoint.
i. Interoperability. Vehicle-to-Hardware interoperability or communication issues , i ncluding, without limitation, testing on non-commercially available vehicles. j. Timely Notification. If you do not notify ChargePoint on a timely basis (as reasonably determined in ChargePoint’s discretion) of the Hardware -related issue (e.g. inability to dispense energy) or impairments (can charge but impaired, limited or modified safe operation of the charger is required) as soon as you first become aware of such issue. k. Certification. If the installation or maintenance of Hardware is performed by a technician not certified by ChargePoint.
l. Hardware Not Covered by Support Services. ChargePoint takes no responsibility or liability with respect to repairing, replacing, monitoring, or servicing anything other than Hardware covered by a then -current Subscription . For example, ChargePoint is not responsible for the physical mounting and electrical wiring of Hardware, performance of any cellular or Wi -Fi repeaters connected to Hardware, or third-party hardware accessories installed with Hardware that are not covered by Support Services, including, without limitation, skid mounts. m. Customer Responsibilities. If by your action or inaction you do not comply with your responsibilities as described in Section 3.5.
n. Cloud Issues. Issues related to your ChargePoint cloud services (e.g., Cloud Plan or Fleet Ops) .
Notwithstanding the foregoing , issues related to your software embedded within the applicable Hardware (e.g., firmware) are covered by the applicable Support Services.
3.7 Service Levels
a. Service Level Matrix. In connection with the applicable Subscription(s), ChargePoint will use commercially reasonable efforts to provide the support level objectives for Support Service s (“Service Levels ”) as set forth in the “Service Level Category” table below. For more detail s on which Service Levels apply to your Subscription, please refer to the applicable Support Scope and Terms. Any failure by ChargePoint to meet and/or maintain the Service Levels shall not constitute a breach of this Agreement.
Service
Level Category Standard Critical
Severity 1 2 3 1 2 3
Type of Hardware-
Related Issue Outage Impairment Non-
Critical Outage Impairment Non-
Critical
Service
Levels
Response 1 Business
Day
2 Business
Days
3 Business
Days 1 Hour 1 Business
Days
2 Business
Days
Diagnosis 2 Business
Days
3 Business
Days - 12 Hours 2 Business
Days -
Resolution 5 Business
Days
6 Business
Days - 24 Hours 5 Business
Days -
Annual
Port Uptime 98% - - 99% - -
Part Delivery 4 Business
Days
4 Business
Days
4 Business
Days
4 Business
Days
4 Business
Days
4 Business
Days
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b. Definitions for Service Level Category Table. The following definitions apply to the defined terms used in the “Service Level Category” table above:
i. Standard. This Service Level Category is applicable to the Subscription(s) as described in the applicable Support Scope and Terms.
ii. Critical. This Service Level Category is applicable to the Subscription(s) as described in the applicable Support Scope and Terms.
iii. Outage. Issues which completely prevent the Hardware from dispensing electricity (i.e. inoperable station).
iv. Impairment. Issues that require a workaround to use the Hardware, but the Hardware is still able to dispense electricity (e.g., broken cable management kit). v. Non-Critical. Issues that do not constitute Outages or Impairments (e.g., general information requests, or Hardware-related wear and tear). vi. Acknowledgement. The earlier of (a) ChargePoint confirming an issue using proactive monitoring; or (b) you first report the applicable issue to ChargePoint’s technical support with all the necessary information required by ChargePoint to acknowledge to you the receipt of the reported, applicable issue outlined in the “Service Level Category” table. vii. Response. Time from Acknowledgement to ChargePoint’s provision of a response and confirmation that ChargePoint has started the troubleshooting and diagnosis of the applicable issue.
viii. Diagnosis. Time from Acknowledgement to (i) when ChargePoint issues a work order that confirms that an onsite repair work is necessary; (ii) written confirmation from ChargePoint to you that the applicable issue can be remotely resolved; or (iii) when ChargePoint quotes you the cost of the applicable Replacement Part in connection with the onsite repair work. ix. Resolution. Time from Acknowledgement to a complete resolution of the Hardware-related issue, as determined by ChargePoint.
x. Annual Port Uptime. The percentage of time that a port can dispense energy during the 12- month period from the latter of the (i) activation of the applicable Hardware; or (ii) start of your Service Term; provided that, such uptime objective is subject to exclusions described in Section 3.8 herein. For the avoidance of doubt, Annual Port Uptime does not apply to ChargePoint’s cloud services.
xi. Part Delivery. Time from Acknowledgement to the delivery to you or your authorized recipient of a Replacement Part.
3.8 Service Level Exclusions
a. Rescheduled Dispatches. Time between the initially proposed dispatch date from ChargePoint and the final dispatch date if rescheduled at your request. b. Inability to Service. Time between the initial visit and any follow-up visit if the follow-up is required due to your action or inaction preventing ChargePoint from resolving the issue. c. Other Exclusions. The applicable exclusions described in Section 3.6.
4. Warranty; Other Disclaimers. THE SUPPORT SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THIS IS THE FULL EXTENT OF WARRANTIES PROVIDED BY CHARGEPOINT UNDER THIS AGREEMENT AND THE APPLICABLE SUPPORT SCOPE AND TERMS. NO OTHER CHARGEPOINT
REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESSOR IMPLIED, IS INCLUDED OR
INTENDED BY THIS AGREEMENT, THE APPLICABLE SUPPORT SCOPE AND TERMS, OR IN ANY PROPOSAL,
CONTRACT, REPORT, STATEMENT OF WORK OR OTHER DOCUMENT IN CONNECTION WITH THE SUPPORT
SERVICES THAT IS PROVIDED BY CHARGEPOINT, AND CHARGEPOINT SPECIFICALLY DISCLAIMS ALL
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OTHER SUCH WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY , NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR USE.
5. Limitation of Liability. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS
ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST
REVENUE OR PROFIT, LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR
SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND
REGARDLESS OF THE THEORY OF LIABILITY OR OTHERWISE BASED ON ANY EXPRESS, IMPLIED OR CLAIMED WARRANTIES NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT. EXCEPT FOR : (I) A PARTY’S GROSS NEGLIGEN CE, WILLFUL MISCONDUCT, OR CLAIMS OF PERSONAL INJURY OR DEATH; (II) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; OR (III) A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS , IN NO EVENT SHALL EITHER PARTY’S LIABILITY UNDER THIS AGREEMENT (IN YOUR CASE, IN ADDITION TO THE FEES AND
EXPENSES PAYABLE BY YOU IN CONNECTION WITH THE APPLICABLE SUBSCRIPTION) EXCEED THE TOTAL
FEES AND EXPENSES DUE AND PAYABLE BY YOU IN CONNECTION WITH THE APPLICABLE SUBSCRIPTION (I.E. SUPPORT SERVICES) GIVING RISE TO THE LIABILITY.
6. Intellectual Property Rights.
6.1 “Your IP” means your pre-existing or independently developed intellectual property rights.
6.2 “ChargePoint IP ” means (a) ChargePoint’s pre -existing or independently developed intellectual property rights, (b) ChargePoint’s templates and tools used to provide Support Services, (c) ideas, concepts, techniques, models, and know -how created or co -created or developed or co -developed by ChargePoint during or in connection with the performance of Support Services, (d) all reports, evaluations, findings, data and reports provided by ChargePoint to you in the performance of Support Services (collectively, “ Materials”), an d (e) all intellectual property rights in the foregoing or in any derivative works of the foregoing; provided, that ChargePoint IP excludes any Your IP incorporated in the Materials.
6.3 As between the parties, (a) you own all right, title and interest in and to Your IP , and (b) ChargePoint owns all right, title and interest in and to the ChargePoint IP . Neither party is granted any right, title nor interest in the other party’s pre -existing intellectual property rights, either express or implied, under this Agreement or applicable Support Scope and Terms. Each party reserves all rights not specifically granted to the other party under this Agreement or applicable Support Scope and Terms, and no licenses or other rights to a party’s intellectual property rights are granted by implication, estoppel or otherwise. Neither party shall use trademarks or logos of the other party, for the provision of the Support Services or otherwise, without the prior written consent of the other party.
6.4 Notwithstanding the above provisions in this section, ChargePoint shall have the right to use, reproduce, and disclose the Materials (without attribution to you). ChargePoint shall be free to provide material similar to Materials to third parties whose needs may be similar to your requirements, without violating its confidentiality obligations hereunder to you.
7. Feedback. “Feedback” shall mean any feedback, comments, suggestions or other input provided by you in connection with the Support Services. You shall be under no obligation to provide Feedback and shall not provide any Feedback that violates the rights of any third party. You hereby grant to ChargePoint a non- exclusive, perpetual, irrevocable, royalty -free, worldwide license (with the right to sublicense) to use, modify, prepare derivative works of, display, perform and otherwise exploit in any manner the Feedback,
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and to make, have made, import, use, sell and otherwise distribute products and services using or incorporating the Feedback.
8. Confidentiality. Each party agrees not to use the other party’s confidential and proprietary information (“Confidential Information”) except in the performance of the Support Services or as authorized by this Agreement, and not to disclose or otherwise make available such information to third parties without the other party’s prior written consent. Confidential Information does not in clude: (i) information that was publicly available at the time of disclosure or that subsequently becomes publicly available other than by a breach of this provision, (ii) information already known by the receiving party independent of the Confidential Information as evidenced by written records, (iii) information developed by the receiving party independent of the Confidential Information, and (iv) information that the receiving party rightfully obtains without restrictions on use and disclosure. Confidential Information shall remain the exclusive property of the disclosing party and no intellectual property right is licensed, g ranted or otherwise transferred by this section or any disclosure of Confidential Information to the receiving party.
9. Miscellaneous.
9.1 Force Majeure. “Force Majeure” means any act of God, fire, natural disaster, earthquake, accident, act or regulation of government or a governmental agency, or an act that is beyond the reasonable control of either party. Neither party will be deemed in default of this Agreement and/or applicable Support Scope and Terms (other than with respect to any obligations by you to pay for the applicable Subscription) to the extent that performance of its obligations or attempts to cure any breach are delayed or p revented by reason of Force Majeure ; provided, that such party gives the other party written prompt notice thereof and continues to use its reasonable efforts to perform or cure, as applicable.
9.2 Miscellaneous. Neither party may assign this Agreement or any of its rights or duties hereunder, without the prior written consent of the other party, except that either party may assign its rights and duties hereunder in connection with its acquisition or the sale of al l or substantially all of its assets.
Any attempted assignment or delegation in violation of the preceding sentence shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permit ted assigns. ChargePoint is an independent contractor and shall not be deemed an employee or agent of you. The terms in this Agreement and in the applicable Support Scope and Terms constitute the complete agreement regarding any provision of Support Services by ChargePoint and supersede all prior agreements and discussions between the parties; provided, that in the event of any conflict between this Agreement and the applicable Support Scope and Terms or any other document the terms of the applicable Support Scope and Terms shall govern. In particular, any additional terms contained on your ordering instrument or other documents shall be of no force or effect. The parties shall comply with all applicable state, national and foreign laws and regulations.
In case any one or more of the provisions contained in this Agreement should be invalid, i llegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. This Agreement may not be modified or amended, except in writing signed by a duly authorized representative of each party.
9.3 Governing Law, Jurisdiction, ChargePoint Entities, and Dispute Resolution. The ChargePoint entity entering into this Agreement with you, the address to which you should direct notices under this
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Agreement, the governing law, and place of jurisdiction, shall be determined according to where you are domiciled:
If You are
domiciled in:
The
ChargePoint
Entity entering
into this
Agreement is:
Notices should be
addressed to:
Governing law is: Place of
jurisdiction:
Forum:
The United States
of America
ChargePoint,
Inc., a Delaware
corporation
Attn: Legal
Department
ChargePoint, Inc.
254 E Hacienda
Ave
Campbell, CA
95008
California and
controlling United
States federal law
Santa Clara,
California,
U.S.A.
Judicial
Arbitration
and Mediation
Services, Inc.
(JAMS)
Canada ChargePoint
Canada, Inc., a
British Columbia
corporation
Attn: Legal
Department
ChargePoint, Inc.
254 E Hacienda
Ave
Campbell, CA
95008
British Columbia
and controlling
Canadian federal
law
Vancouver,
British
Columbia,
Canada
ADR Institute
of Canada
This Agreement, and any disputes related to this Agreement, will be governed by the applicable “Governing Laws” above in the table above , without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
Except with respect to any matter relating to your violation of the intellectual property rights of ChargePoint, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be submitted to and finally settled by arbitration using the English language in accordance with the Arbitration Rules and Procedures of the appli cable Forum above then in effect, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. All claims shall be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of ChargePoint, such claim may be litigated in a court of competent jurisdiction. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs.
Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief.
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Standard Parts Warranty
Our Promise
This Standard Parts Warranty (“Warranty”) is offered by the applicable ChargePoint entity or entities referenced under the “Additional Information” section below (“CHARGEPOINT”) pursuant to these terms and conditions for purchasers (“you” and “your”) of electric vehicle charging station-related hardware (“Hardware”) purchased from CHARGEPOINT or one of its authorized resellers for your own use and not for resale . The Warranty is transferrable and is valid for U.S.A. and Canada only. The Warranty may only be transferred in the event you are subject to a sale, acquisition, or other similar corporate transaction. Additionally, such transfer must occur within three (3) months after the date of the commencement of the applicable w arranty, as further described below. The Warranty does not apply to CHARGEPOINT’S Home Flex products or any of its successor offerings (see CHARGEPOINT’S website for the applicable warranty for those products).
If you have purchased CHARGEPOINT Assure coverage and your applicable Hardware have been installed in accordance with the requirements for CHARGEPOINT Assure coverage, CHARGEPOINT will provide to you CHARGEPOINT Assure coverage and will, among other things, perform the monitoring, triage, coordination, and on-site repair or replacement services described in the CHARGEPOINT Assure Terms and Conditions of Service, which are separate from these terms and conditions. If you did not purchase CHARGEPOINT Assure coverage and/or do not comply with the installation requirements, then your applicable warranty coverage will be limited to that described herein.
LIMITED TWO -YEARS PARTS WARRANTY: Subject to the exclusions from warranty set forth below, CHARGEPOINT warrants that your (1) Hardware and/or (2) Hardware Accessory for your Hardware that you purchased from CHARGEPOINT, will be free from any defects in materials or workmanship for a period of two (2) years (“Warranty Period”). “Hardware Accessory” means the CHARGEPOINT-manufactured parts that are standalone and add-on parts that are used in connection with your charging station. Your Warranty Period for Hardware commences on the earlier to occur of (i) the date you activate your Hardware or (ii) six (6) months after the date your Hardware is shipped to you. Your Warranty Period for Hardware Accessory start after the date the applicable Hardware Accessory is shipped to you. If your Hardware and/or Hardware Accessory become defective during the Warranty Period, CHARGEPOINT will, upon written notice provided in accordance with the se terms and conditions , either repair or replace, at CHARGEPOINT’s election, Hardware and/or Hardware Accessory. The Warranty covers both parts and factory labor necessary to repair your Hardware and/or Hardware Accessory but does not include any on-site labor costs related to un-installing or repair of the defective Hardware and/or Hardware Accessory or reinstalling the repaired or replacement Hardware and/or Hardware Accessory. Notwithstanding anything otherwise in this Warranty, CHARGEPOINT warrants that the CHARGEPOINT -manufactured upgraded parts and/or accessories for your Hardware and/or Hardware Accessory that you purchase after the initial purchase of the applicable Hardware and/or Hardware Accessory will be free from any defects in materials or workmanship for a period of six (6) months. This six-month warranty coverage for the CHARGEPOINT -manufactured upgraded parts and/or accessories will commence on the date the items are shipped to or picked up by you.
PURCHASE OF EXTENDED PARTS WARRANTY . You may purchase, prior to the end of the Warranty Period, additional years of warranty coverage for your Hardware and/or Hardware Accessory beyond the Warranty Period (“Extended Parts Warranty”). The terms and conditions of the Warranty shall govern the Extended Parts Warranty.
Your purchase of Extended Parts Warranty includes CHARGEPOINT’s remote support service (“ Remote Support”), as defined and governed in the separate Remote Support Terms and Conditions found at www.chargepoint.com/legal/support-services (“Remote Support Agreement”). With respect to Remote Support, in the
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event of any inconsistency or conflict between the Remote Support Agreement and this Warranty, the Remote Support Agreement will prevail and control over this Warranty. CHARGEPOINT will send you an invoice for the coverage for Extended Parts Warranty that you order. Payment is due within thirty (30) days of the invoice date. If you have purchased multiple years of the Extended Parts Warranty and have chosen the annual payment option, then CHARGEPOINT will invoice each annual payment on the anniversary date of your Extended Parts Warranty coverage.
All payments shall be made in U.S. Dollars and may be made by check, wire transfer, ACH payment system or other means approved by CHARGEPOINT. Customer may not offset any amounts due to CHARGEPOINT hereunder against amounts due to Customer under this Agreement or any other agreement. Fees payable to CHARGEPOINT do not include any taxes and you are responsible for any and all such taxes. All payment obligations under the Extended Parts Warranty are non-cancelable and non-refundable. Late payments shall be subject to a charge equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum rate.
LIMITED OUT OF WARRANTY REPLACEMENT PARTS WARRANTY . Subject to the exclusions from warranty coverage set forth below, CHARGEPOINT warrants that any replacement parts for your Hardware and/or Hardware Accessory that are no longer covered under the Warranty Period, or Extended Parts Warranty as applicable, at the time of your purchase from CHARGEPOINT (“Out of Warranty Replacement Parts”) will be free from any defects in materials or workmanship for a period of six (6) months (“ Out of Warranty Replacement Parts Coverage Period ”).
Your Out of Warranty Replacement Parts Coverage Period commences on the date your Out of Warranty Replacement Part is installed to repair the applicable Hardware and/or Hardware Accessory. If your Out of Warranty Replacement Part becomes defective during the Out of Warranty Replacement Parts Coverage Period, then CHARGEPOINT will, upon written notice provided in accordance with the se terms and conditions , either repair or replace, at CHARGEPOINT’s sole discretion, the Out of Warranty Replacement Part. The warranty that applies to your Out of Warranty Replacement Part covers the cost to replace your defective Out of Warranty Replacement Part and associated shipping costs but does not include any on-site labor costs related to un-installing or repair of the defective Out of Warranty Replacement Part or reinstalling the repaired or replacement for the Out of Warranty Replacement Part.
Follow These Easy Steps to Obtain Warranty Service
1. Contact CHARGEPOINT to a ctivate your applicable w arranty through the installation and activation process , if applicable, for your Hardware.
2. If during the term of your applicable warranty you believe you have a n item that ceases to properly function per CHARGEPOINT’S specifications (“ Non-Functional Item ”), then contact Customer Service at https://www.chargepoint.com/support and request warranty service from CHARGEPOINT. At the time of your call, CHARGEPOINT will determine if your issue can be resolved remotely or will require a replacement item (“Replacement Item”).
3. If your issue cannot be resolved remotely, to ensure prompt and proper diagnosis and repair physical on -site troubleshooting of suspected defects, and coordination with CHARGEPOINT, must be performed by an electrician at your sole expense. If CHARGEPOINT determines that the defect appears to be covered by your applicable warranty and such warranty is still in effect, CHARGEPOINT will ship the Replacement Items to you or an electrician you designate. If CHARGEPOINT requires the return of the Non -Functional Item, CHARGEPOINT will provide to you a Return Material Authorization (“RMA”) number for you to reference when you return the Non-Functional Item for repair or replacement. You will be responsible for the receipt of Replacement Items and the return of the applicable Non - Functional Item. As part of the applicable warranty service process, you will be asked for the following:
a. A detailed description of the problems you are experiencing with the applicable item;
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b. The model number and serial number of the applicable item; c. Proof of purchase (such as a copy of the CHARGEPOINT invoice for the applicable item); and d. Shipping information
4. CHARGEPOINT will ship you the Replacement Item, at no charge to you, along with any RMA instructions. You will be responsible for the on-site labor to un-install, repair, and reinstall your Replacement Item.
5. Subject to CHARGEPOINT’S return policy referenced below, you may be required to ship the Non -Functional Item to CHARGEPOINT in accordance with any RMA instructions provided, including, without limitation, referencing the RMA number in the shipping document ation or on the shipping container. The Non -Functional Item must be returned in a shipping container (e.g. shipping container for the Replacement Item) designed to prevent damage to those items. All Non-Functional Items, whether covered under the applicable warranty or not, become the property of CHARGEPOINT.
6. If you do not return the Non -Functional Item in accordance with CHARGEPOINT’S return policy referenced below, CHARGEPOINT may invoice you for the value of the Replacement Item.
7. For more information on CHARGEPOINT’s return policy (“Return Policy ”) as it applies to the applicable warranty service, please visit www.chargepoint.com/legal/support-services. The Return Policy is incorporated by reference into these terms and conditions.
IMPORTANT
1. You are responsible for the proper installation and maintenance of the Hardware, Hardware Accessory, Replacement Item, and/or Out of Warranty Replacement Parts, including, without limitation, the de -installing of any such defective items sent to you.
2. Any service or repairs beyond the scope of the applicable warranty above will be performed upon your approval at CHARGEPOINT’s then prevailing labor rates and other applicable charges.
3. Hardware, Hardware Accessory, Replacement Items, and/or Out of Warranty Replacement Parts that are found by CHARGEPOINT not covered by the applicable warranty or otherwise ineligible for warranty service will be returned, repaired, or replaced, at your expense and at CHARGEPOINT’s standard charges, subject to your approval.
4. Please read carefully through the detailed descriptions of the applicable warranties above, the EXCLUSIONS FROM LIMITED PRODUCT WARRANTY, and the LIMITATIONS ON WARRANTY AND LIABILITY on the following pages to assure that your Hardware is eligible for the applicable warranty service without additional cost to you.
REPLACEMENT ITEMS
You acknowledge that Replacement Items and/or Out of Warranty Replacement Parts provided by CHARGEPOINT under the applicable warranty may be remanufactured or reconditioned item. If the exact model of the applicable item is no longer manufactured by CHARGEPOINT, then the Replacement Item may be a n item with substantially similar functionality. Any Replacement Items will be warranted for the remaining duration of the original Warranty.
EXCLUSIONS FROM WARRANTY
IMPORTANT: The applicable warranty on your Hardware, Hardware Accessory, Replacement Item, or Out of Warranty Replacement Part shall not apply to defects or service repairs resulting from the following:
• Improper site preparation or maintenance, improper installation, lack of commissioning service (if applicable to your Hardware), cosmetic damage such as scratches and dents, or normal aging.
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• Abuse, vandalism, damage or other problems caused by accidents, misuse or negligence (including but not limited to physical damage from being struck by a vehicle), or use of the item in a way other than as specified in the applicable CHARGEPOINT documentation.
• Installation, alteration, disassembly, modification or relocation of the item that was not approved in writing by CHARGEPOINT or performed by CHARGEPOINT or by a certified CHARGEPOINT installer or service provider. • Use of the item with software, interfacing, parts or supplies not supplied by CHARGEPOINT. • Damage as a result of extreme power surge, extreme electromagnetic field or any acts of nature. • Any repeated or excessive damage caused by you or third parties , as determined by CHARGEPOINT in its sole discretion.
• Vehicle to charger interoperability or communication issues. • Any other causes beyond the control of CHARGEPOINT.
IN ADDITION: The applicable warranty on your Hardware, Hardware Accessory, Replacement Item, or Out of Warranty Replacement Part shall not apply if the original identification markings (for example, serial numbers and trademarks) have been defaced, altered, or removed. THE APPLICABLE WARRANTY APPLIES ONLY TO YOUR HARDWARE,
HARDWARE ACCESSORY, REPLACEMENT ITEMS, OR OUT OF WARRANTY REPLACEMENT PARTS AND NOT TO ANY CHARGEPOINT SERVICE PLAN. CHARGEPOINT SPECIFICALLY DOES NOT WARRANT THAT ANY CHARGEPOINT SERVICES WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION.
LIMITATIONS ON WARRANTY AND LIABILITY
NO AGENT OF CHARGEPOINT IS AUTHORIZED TO ALTER OR EXCEED THE APPLICABLE WARRANTY OBLIGATIONS OF CHARGEPOINT. THE REMEDIES UNDER THE APPLICABLE WARRANTY ARE YOUR SOLE AND EXCLUSIVE REMEDIES. CHARGEPOINT MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OTHER THAN THE APPLICABLE WARRANTIES SET FORTH ABOVE. ALL OTHER WARRANTIES, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF CHARGEPOINT HAS BEEN INFORMED OF SUCH PURPOSE) OR AGAINST INFRINGEMENT, ARE EXCLUDED TO THE EXTENT PERMITTED BY LAW. IF ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED
UNDER APPLICABLE LAW, SUCH IMPLIED WARRANTY SHALL BE LIMITED IN DURATION TO THE APPLICABLE WARRANTY PERIOD DESCRIBED ABOVE. NO WARRANTIES APPLY AFTER EXPIRATION OF THE APPLICABLE WARRANTY PERIOD. Some states or jurisdictions do not allow the exclusion of express or implied warranties or limitations on how long an implied warranty lasts, so the above limitation may not apply to you.
CHARGEPOINT IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS, LOST DATA, LOSS OF USE,
OR COST OF COVER INCURRED BY YOU ARISING OUT OF OR RELATED TO YOUR PURCHAS E OR USE OF,
OR INABILITY TO USE HARDWARES, HARDWARE ACCESSORIES, REPLACEMENT ITEMS, AND/OR OUT OF
WARRANTY REPLACEMENT PARTS, UNDER ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN
CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF CHARGEPOINT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY
EVENT, THE CUMULATIVE LIABILITY OF CHARGEPOINT FOR ALL CLAIMS WHATSOEVER RELATED TO
HARDWARES, HARDWARE ACCESSORIES, REPLACEMENT ITEMS, AND/OR OUT OF WARRANTY REPLACEMENT PARTS WILL NOT EXCEED THE PRICE YOU PAID FOR THE APPLICABLE ITEM. THE
LIMITATIONS SET FORTH HEREIN ARE INTENDED TO LIMIT THE LIABILITY OF CHARGEPOINT AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Some states or jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
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ADDITIONAL INFORMATION
The ChargePoint entity entering into these terms and conditions with you, the address to which you should direct notices under these terms and conditions, the applicable governing law, and applicable place of jurisdiction , shall be determined according to where you are domiciled as follows:
If you are
domiciled
in:
ChargePoint
Entity entering
into these
terms and
conditions
with you:
Notices
should be
addressed
to:
Governing law: Place of
jurisdiction:
Forum:
The United
States of
America
ChargePoint,
Inc., a Delaware
corporation
Attn: Legal
Department
ChargePoint,
Inc. 254 E
Hacienda Ave
Campbell, CA
95008
California and
controlling
United States
federal law
Santa Clara,
California, U.S.A.
Judicial
Arbitration and
Mediation
Services, Inc.
(JAMS)
Canada ChargePoint
Canada, Inc., a
British
Columbia
corporation
TBD British
Columbia and
controlling
Canadian
federal
law
Vancouver, British
Columbia,
Canada
ADR Institute
of Canada
These terms and conditions , and any disputes related to the se terms and cond itions, will be governed by the applicable “Governing law” referenced above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
Except with respect to any matter relating to your violation of the intellectual property rights of CHARGEPOINT, any disputes, actions, claims or causes of action arising out of or in connection with these terms and conditions shall be submitted to and finally settled by arbitration using the English language in accordance with the Arbitration Rules and Procedures of the applicable Forum above then in effect, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. All claims shall be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of CHARGEPOINT, such claim may be litigated in a court of competent jurisdiction. The prevailing party in any dispute arising out of these terms and conditions shall be entitled to reasonable attorneys’ fees and costs. Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief.
The applicable warranties set forth in this document are the entire and exclusive agreement between you and CHARGEPOINT with respect to its subject matter, and any modification or waiver of any provision of this statement is not effective unless expressly set forth in writing by an authorized representative of CHARGEPOINT.
ChargePoint Return Policy for Warranty and Out-of-Warranty Parts The goal of ChargePoint’s return policy for in-warranty and out-of-warranty parts is to make it easy and fast for you (our customer) to repair or replace your ChargePoint charging stations and accessories, while reducing our impact to the environment and your costs by encouraging the return and refurbishment of Non-Functional Items whenever possible.
This return policy applies to Non-Functional Items under Warranty, Extended Parts Warranty, and/or of Out of W arranty Replacement Parts replaced pursuant to the terms and conditions of ChargePoint’s Standard Parts Warranty found at: https://www.chargepoint.com/legal/support-services (“Standard Parts Warranty”). This return policy also applies to Non-Functional Items related to your initial purchase of parts for out-of-warranty repairs. Unless otherwise defined in this return policy, d efined terms used in this return policy are defined in the Standard Parts Warranty.
Advance Replacement
After you receive a Replacement Item through ChargePoint’s warranty service (as described in the Standard Parts Warranty), or through the purchase of a Replacement Item for out-of-warranty repairs, ChargePoint may require, in its discretion, you to return the Non-Functional Item. If ChargePoint requires you to return the Non-Functional Item, then ChargePoint will provide to you a Return Material Authorization (“RMA”) number for you to reference when you return the Non-Functional Item. Shipping charges, if any, will be described in the RMA instructions.
Non-Return Policy
1. Most of ChargePoint’s Replacement Items, when provided by ChargePoint and accompanied by an RMA for the Non-Functional Item, come with an associated charge assessed in case the Non- Functional Item is not properly returned (“Non-Return Fee”). The Non-Return Fee reflects the value of the applicable Non-Functional Item, created by refurbishing it to comply with ChargePoint’s specifications.
2. Non-Return Fees only apply to RMAs issued for repairs performed with labor provided by Customer, whether such labor is done by Customer or a third party authorized by Customer . If ChargePoint provides the labor for repairs, whether such labor is done by ChargePoint or a third party authorized by ChargePoint, then no Non-Return Fee will be assessed to Customer.
3. Non-Return Fees are set at 50% of then -current retail price of the Replacement Item, unless determined otherwise by ChargePoint. Non-Return Fees are only invoiced if the Non-Functional item has not been returned in full (i.e. not all parts and components have been returned), or if the Non-Functional Item was returned to ChargePoint, but ChargePoint has determined that damage, due to your improper shipment packaging as part of the RMA , to the Non -Functional Item prevents ChargePoint from refurbishing such item.
4. When you return the Non -Functional Item to ChargePoint, you are required to write the RMA number on the outside of your return package and/or in the space provided on the shipping label, and include a copy of our RMA form. If instructions that are provided with your RMA conflict with
the instructions set forth in this return policy, then please follow the instructions provided with your RMA.
5. When ChargePoint receives your Non-Functional item, ChargePoint will inspect it to verify that all parts have been returned and determine whether it can be refurbished and if not, whether the damage preventing refurbishment is due to improper packaging.
6. The Non-Return Fee is refunded in full, minus any missing or misused parts, once the returned Non-Functional Item passes inspection. ChargePoint does not invoice for the Non-Return Fee until 30 days after shipment of the Replacement Item if the Non-Functional Item is not returned, or upon failing inspection. If the Non-Functional Item is returned within 30 days after shipment of the Replacement Item and passes the inspection described in point 5 above, you will not be invoiced for the Non-Return Fee. Returned Non-Functional Items must be complete and free of damage due to improper packaging that prevents refurbishment for you not to be invoiced for the Non-Return Fee.
7. Returns of Non-Functional Items are accepted within 30 days after your purchase (this return window may be modified, from time to time, by ChargePoint), or provision under the applicable warranty, of the Replacement Item. Non-Functional Items returned must be the same as the unit specified in the RMA document, usually the same as the Replacement Item or a predecessor version.
Frequent Returned Non-Functional Item Rejection Causes
The following are the most common reasons for ChargePoint to reject returned Non-Functional Items subject to the inspection described above. Please take care when returning your Non-Functional Items:
• Missing parts;
• Part number mismatch ( Non-Functional Item returned does not match part number originally purchased, specified on the RMA); and/or
• Not packaged in the manufacturer’s box for the original or replacement part, or other packaging that prevents damage in transit.
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TERMS AND CONDITIONS OF
PURCHASE
1. Placement of Orders.
A. Purchase of Products. These Terms and Conditions of Purchase (“ Terms”) govern the purchase of (i) ChargePoint’s hardware products, including without limitatio n, electric vehicle charging station(s) (“ChargePoint Hardware”), and/or (ii) third party-provided hardware sold by ChargePoint (“Third Party Hardware”) (subsections A(i) and A(ii) herein are collectively defined as “Products”) by you or the legal entity you represent (“Company”) from the applicable ChargePoint entity as defined in Section 7.G below (“ChargePoint”). ChargePoint and Company are collectively defined as “ Parties,” and each are individually a “ Party.” Company’s purchase of Products from ChargePoint shall be legally binding by a written Accepted Order specifying the quantity and model of Products to be purchased and 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 applicable Accepted Order). Company’s purchase of Products is subject to the terms and conditions described in these Terms. In the event there are terms and conditions in the Accepted Order that conflict with these Terms, then these Terms will supersede and control in such event.
Company acknowledges and agrees its purchase of Third Party Hardware may be subject to additional terms and conditions and/or different warranty coverage than the Warranty (as defined below) – see https://www.chargepoint.com/legal/support-services (“Third Party Warranty Terms”) for further details.
B. Acceptance of Purchase Orders . All purchase orders , and modifications to purchase orders, for Products are subject to acceptance or rejection by ChargePoint in its sole discretion.
No purchase order shall be legally binding on ChargePoint until it is accepted in writing by ChargePoint (“Accepted Order”). ChargePoint agrees to use commercially reasonable efforts to notify Company of Accepted Order(s) or rejection of purchase orders within ten (10) business days after receipt thereof. Accepted Orders are non-cancelable, non-returnable, and non-refundable.
C. Refusal of Purchase Orders . ChargePoint may withhold shipments of Products to Company if Company exceeds its applicable credit limit (if any), has not provided prepayment (if applicable), is in violation of its payment obligations to ChargePoint , and /or otherwise is in material breach of these Terms.
D. Stations Require Subscription to Cloud Services. Products are designed to work with ChargePoint’s cloud-based services (“Cloud Services”). Company’s access to and use of Cloud Services requires its acceptance of the then-current version of ChargePoint’s Master Services and Subscription Agreement, which may be updated from time to time by ChargePoint.
2. Delivery
A. Shipping Costs; Terms. All shipment of Products , unless otherwise agreed to by the Parties in writing, shall be FCA ChargePoint’s warehouse. Notwithstanding the foregoing, certain Products, including without limitation Third Party Hardware, may ship directly from the manufacturer of such Products or from a third party as authorized by such manufacturer. In such cases, shipping shall be FCA applicable third party’s warehouse. Company is responsible for all costs of shipping, transportation, insurance, warehousing, and other charges and costs Revised 3.4.2024 2
associated with the shipment of Products to Company. All shipping dates are approximate and are based upon prompt receipt of all necessary information from Company. In no event shall ChargePoint be liable for any costs related to the delay in delivery of the Products. Company's sole remedy for any material delay in delivery of the Products is to cancel the applicable order.
B. Transfer of Title . Delivery of Products to Company shall be completed upon delivery of the Products to Company's freight forwarder. Risk of loss and damage to Products shall pass to Company upon the delivery of such Products to such freight forwarder. ChargePoint shall use commercially reasonable efforts to deliver Products ordered by Company on the scheduled delivery date. All claims for non-conforming shipments must be made in writing to ChargePoint within twenty (20) days of the passing of the risk of loss and damage, as described above. Any claims not made within such period shall be deemed waived and released.
C. Substitutions. ChargePoint shall have the right to make substitutions and modifications to Products, including without limitation, the specifications of Products to be delivered pursuant to the applicable Accepted O rder; provided that , such substitutions or modifications will not materially affect the Product's form, fit, function, or safety specifications.
3. Invoicing and Payment
A. Invoicing. Unless otherwise agreed in writing by the Parties, ChargePoint shall issue an invoice to Company on or after the date it ships the ordered Products; provided that, ChargePoint may condition Accepted Order(s) on such credit and/or prepayment terms that ChargePoint determines, in its sole discretion, is necessary for such Accepted O rder(s), including without limitation, Company’s prior payment history and/or the quantity size of the order. If there is any change to the applicable credit and/or prepayment terms, no purchase order or acceptance thereof will be effective until Company has consented to such changes in writing thereto. If Company causes a delay in delivery, ChargePoint may issue its invoice at any time on or after the scheduled delivery date.
B. Payment Terms. ChargePoint will invoice Company at time of shipment of the Products.
All invoices shall be paid within thirty (30) days of Company’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 Company’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 ChargePoint. All sales are final, and Company shall have no right of return ; provided that, ChargePoint shall comply with its obligations under the Warranty (as defined below).
D. Taxes, Duties, Etc . All amounts due to ChargePoint under these Terms and/or any applicable Accepted Orders 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, Canada or any foreign, state or local governmental entity, country or regional authority, or instrumentality thereof on the purchase, shipment, use or sale of the Products by or to Company, other than taxes measured by ChargePoint's income, corporate franchise, or personal property ownership. Where applicable, ChargePoint shall bill Company for the full amount of such taxes and shall include such amount Revised 3.4.2024 3
as a separate line item on the invoice(s) sent to the Company; provided that, ChargePoint’s failure to so bill the Company shall not relieve Company from the obligation to pay any Tax described in this section.
E. Payment Currency. All amount payable under these Terms shall be paid in United States dollars or if Company is located in Canada, then Canadian dollars. If Company is located outside of the United States, Company agrees to take all necessary actions required, including without limitation, registration of these Terms and application for permission to make payments to ChargePoint hereunder, with the appropriate government authorities in the Company’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 Company's jurisdiction, as soon as reasonably practicable after Company’s acceptance of these Terms. Company shall remit payment to ChargePoint, at Company’s option (i) via wire, ACH transfer, or other form of electronic payment (acceptable to ChargePoint) to an account designated by ChargePoint in writing from time to time or (ii) by check, made out to ChargePoint, Inc.
F. All Orders Subject to Credit Approval . All orders are subject to credit approval by ChargePoint. The amount of credit or terms of payment may be changed or credit withdrawn by ChargePoint in its reasonable discretion , without advance notice. ChargePoint may, in its discretion, (i) withhold further manufacture, performance or shipment; (ii) require immediate cash payments for past and future shipments or performance; (iii) require other security satisfactory to ChargePoint before further manufacture, performance or shipment is made; and /or (iv) may, if shipment has been made, recover Products from the carrier pending receipt of such assurances.
G. Provisions Relating to Shipments in Lots . If the applicable Accepted Order requires or authorizes delivery of Products in separate lots, shipments or milestones to be separately accepted by Company, Company may only refuse such portion of a lot, shipment or milestone that fails to comply with the requirements of such purchase order. Company may not refuse to receive any lot or portion thereof for failure of any other lot or portion or a lot to be delivered or to comply with these Terms, unless such right of refusal is expressly provided for on the face hereof. Company shall pay for each lot in accordance with the se Terms. Products held for Company are at Company’s sole risk and expense.
H. Prices do not include Freight, Etc. Except to the extent expressly stated in the applicable Accepted Order(s), ChargePoint’s prices do not include any freight, storage, insurance, taxes, excises, fees, duties, or other government charges related to the goods, and Company shall pay such amounts or reimburse ChargePoint for any amounts ChargePoint pays. If Company claims a tax or other exemption or direct payment permit, it shall provide ChargePoint with a valid exemption certificate or permit and indemnify, defend, and hold ChargePoint harmless from any taxes, costs and penalties arising out of same. ChargePoint’s prices include the costs of its standard domestic packing, only. Any deviation from this standard packing (domestic or export), including U.S. Government sealed packing, shall result in extra charges. To determine such extra charges, Company should consult with ChargePoint’s sales offices. Any 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 Company’s account.
I. Disputes. If Company disputes any portion or all of an invoice issued by ChargePoint , Revised 3.4.2024 4
then it shall notify ChargePoint in writing of the amount in dispute and the reason for its disagreement within twenty-one (21) days of receipt of such invoice. The undisputed portion of any issued invoice 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 ChargePoint.
J. Remedies upon Payment Default. If Company breaches these Terms, then ChargePoint may, in addition to any other rights or remedies it may have at law or otherwise and subject to any cure rights of Company, declare the entire balance of Company’s account immediately due and payable or foreclose any security interest in the delivered Products. If any unpaid balance is referred for collection, Company agrees to pay ChargePoint, to the extent permitted by applicable law, reasonable attorneys’ fees in addition to all damages otherwise available, whether or not litigation is commenced or prosecuted to final judgment, pay any court costs or expenses incurred by ChargePoint and any finance charges accrued on any unpaid balance owed by Company.
K. Suspended Shipments. ChargePoint reserves the right to suspend further shipments of Products if Company is more than thirty (30) days late in payment of an undisputed invoice.
ChargePoint reserves the right to terminate any order and/or shipment of Products if Company is more than sixty (60) days late in payment of an undisputed invoice.
4. Installation
Unless otherwise agreed by the Parties in writing, Company shall be responsible, as between the Parties, for arranging for the installation and provisioning of the Products and any associated costs thereof. At Company’s request, ChargePoint may provide the names and contact information of one or more installers of Products; provided that, in providing such information ChargePoint 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 BETWEEN THE
PARTIES, CHARGEPOINT IS NOT RESPONSIBLE FOR , AND WILL NOT BE LIABLE FOR,
THE QUALITY OF ANY INSTALLATION AND/OR PROVISIONING SERVICES OF THE
PRODUCTS OR ANY CLAIM IN ANY WAY RELATING TO OR RESULTING FROM SUCH SERVICES.
Certain Products may require an onsite review and confirmation that the installation of Company’s purchased Product(s) meet all ChargePoint specifications (“ Commissioning”).
Company’s purchase of Commissioning is subject to and governed by the terms and conditions for Commissioning, which may be found at https://www.chargepoint.com/legal/deployment- consulting-services .
5. Warranties/Limitation of Liability
A. Warranty. ChargePoint Hardware is covered by the terms and conditions of ChargePoint’s Standard Parts Warranty (“Warranty”) and Third Party Hardware is covered by the terms and conditions of Third Party Warranty Terms , both may be found at https://www.chargepoint.com/legal/support-services. The applicable terms and conditions of the Warranty and Third Party Warranty Terms are hereby incorporated by reference into these Terms. Unless otherwise agreed by the Parties in writing, Third Party Hardware is covered by the terms and conditions of the warranty of the manufacturer of the applicable Third Party Revised 3.4.2024 5
Hardware, as described in the Third Party Warranty Terms.
B. Post-Warranty Maintenance. Company acknowledges and agrees that to obtain Warranty- related and/or other maintenance services for ChargePoint Hardware after the expiration of the Warranty-related coverage for purchased ChargePoint Hardware , Company must purchase extended warranties and/or maintenance agreements 180 days prior to the expiration of the initial Warranty from either directly from ChargePoint or an authorized ChargePoint reseller or distributor. If the initial Warranty has expired more than 180 days , then Company will need to contact ChargePoint for eligibility requirements to purchase extended warranties and/or maintenance agreements for ChargePoint Hardware.
C. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5,
NEITHER CHARGEPOINT NOR ANY OF ITS SUPPLIERS MAKES ANY WARRANTY WITH
RESPECT TO THE PERFORMANCE OF THE PRODUCTS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. CHARGEPOINT AND ITS SUPPLIERS EXPRESSLY
DISCLAIM ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS BY THE PRODUCTS, OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CHARGEPOINT DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF 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 CHARGEPOINT OR ITS SUPPLIERS BE LIABLE TO COMPANY 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. COMPANY’S SOLE REMEDY FOR ANY BREACH BY CHARGEPOINT OF ITS
OBLIGATIONS OR WARRANTIES UNDER THESE TERMS SHALL BE LIMITED TO, AT CHARGEPOINT’S OPTION, REPAIR OR REPLACEMENT OF THOSE PRODUCTS TO
WHICH SUCH BREACH IS APPLICABLE OR REFUND BY CHARGEPOINT OF ALL OR A PART OF THE PURCHASE PRICE OF THE NON-CONFORMING PRODUCTS.
E. Warranty Exclusions. Warranty and Third Party Warranty Terms are subject to certain exclusions as more fully described in the respective documents . COMPANY HAS BEEN
INFORMED AND UNDERSTANDS THAT, IN THE EVENT ANY SUCH EXCLUSION
BECOMES APPLICABLE, ALL APPLICABLE REPRESENTATIONS AND WARRANTIES CONTAINED IN THESE TERMS SHALL IMMEDIATELY BECOME NULL AND VOID.
F. Exclusive Remedies. THE REMEDIES CONTAINED IN SECTION 5 ARE COMPANY’S
SOLE AND EXCLUSIVE REMEDIES AND ARE IN LIEU OF ANY OTHER RIGHTS OR
REMEDIES COMPANY MAY HAVE AGAINST CHARGEPOINT WITH RESPECT TO NONCONFORMANCE OF THE PRODUCTS.
Revised 3.4.2024 6
6. Intellectual Property
A. Restrictions on Use . Company shall not: (i) create derivative works based on the Products, (ii) copy, frame or mirror any part or content of the Products, (iii) reverse engineer any Products, and/or (iv) access or use the Products for any improper purpose whatsoever, including without limitation, to (1) build a competitive product or service, and/or (2) copy any features, functions, interface, graphics or “look and feel” of the Products.
B. Ownership of Intellectual Property. As between the Parties, all right, title and interest in and to any intellectual property related in any way to the ChargePoint Hardware is, and shall remain, the exclusive property of ChargePoint. 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 info rmation, 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 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 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. If any provision of these Terms shall become unenforceable or invalid under any applicable law or be so held by 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 int erpreted 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 ChargePoint nor Company 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 Company and Revised 3.4.2024 7
ChargePoint 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 assignor or any similar event (collectively, “Acquisition Transactions”). Notwithstanding any Acquisition Transaction, Company shall not assign these Terms to any competitor of ChargePoint without ChargePoint’s prior written consent, which shall be subject to its sole discretion. Any attempted assignment in violation of this provision shall be void.
F. Notices. Any notice, request, demand or other communication by these Terms required or permitted to be given by one part to the other shall be given in writing by email with 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. Governing Law, Jurisdiction and Dispute Resolution . The ChargePoint entity entering into these Terms with the Company, the address to which Company should direct notices under these Terms , the applicable governing law, and applicable place of jurisdiction , shall be determined according to where Company is domiciled as follows:
If Company
is domiciled
in:
ChargePoint
Entity
entering into
these Terms
with
Company:
Notices
should be
addressed to:
Governing law: Place of
jurisdiction:
Forum:
The United
States of
America
ChargePoint,
Inc., a
Delaware
corporation
Attn: Legal
Department
ChargePoint,
Inc. 254 E
Hacienda Ave
Campbell, CA
95008
California and
controlling
United States
federal law
Santa Clara,
California, U.S.A.
Judicial
Arbitration
and
Mediation
Services, Inc.
(JAMS)
Canada ChargePoint
Canada, Inc.,
a British
Columbia
corporation
TBD British
Columbia and
controlling
Canadian
federal
law
Vancouver,
British Columbia,
Canada
ADR
Institute of
Canada
These Terms , and any disputes related to these Terms , will be governed by the applicable “Governing law” referenced above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
Except with respect to any matter relating to Company’s violation of the intellectual property rights of ChargePoint, any disputes, actions, claims or causes of action arising out of or in connection with these Terms shall be submitted to and finally settled by arbitration using the English language in accordance with the Arbitration Rules and Procedures of the applicable Forum above then in effect, by one or more commercial arbitrator(s) with substantial experience Revised 3.4.2024 8
in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. All claims shall be brought in the Parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of ChargePoint, such claim may be litigated in a court of competent jurisdiction. The prevailing Party in any dispute arising out of these Terms shall be entitled to reasonable attorneys’ fees and costs.
Notwithstanding the foregoing, each Party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief.
H. Entire Agreement. These Terms and the attachments hereto (if any) 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.
I. English Language Governs. Where ChargePoint has provided Company with a translation of the English language version of these Terms , Company agrees that such translation is provided for its convenience only and that the English language version of these Terms governs Company’s relationship with ChargePoint. If there is any conflict between the applicable translation and the English language version of these Terms, it is the express wish of the Parties these Terms and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des Parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.
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Installation, Commissioning, and Activation:
Scope and Terms
Installation, Commissioning, and Activation are Services provided by ChargePoint to address the needs of our customers in the following ways:
Description of Services.
Installation. Once Site Preparation (as defined below) is completed by a customer who purchases (a) ChargePoint-manufactured electric vehicle charging station(s) or hardware and/or (b) third party-provided hardware sold by ChargePoint (subsections (a) and (b) are collectively defined as “Products”), a ChargePoint Operations and Maintenance partner (“O&M Partner”) will mount the Products on its anchor hardware or concrete pedestal and terminate the wires (“Installation”). See the “Key Tasks and Requirements” section below for further details and requirements for Installation.
Commissioning. After the Products are anchored and wires are terminated, a ChargePoint, or a third party authorized by ChargePoint to undertake Commissioning (“Authorized Commissioning Partner ”), will perform various assessments, including without limitation, energize the charging hardware, complete any required configuration and pinpointing steps, and validate the Product was installed in accordance with ChargePoint’s specifications (“Commissioning”). Customer is required to purchase Commissioning from ChargePoint with its purchase of any ChargePoint-manufactured DC charging hardware. Commissioning may also be required for third party-manufactured DC charging stations – please inquire with ChargePoint for the latest requirements. See the “Key Tasks and Requirements” section below for further details and requirements for Installation.
Activation. ChargePoint will assist the customer with the onboarding, configuration, and activation of customer’s entitlements, including without limitation, entitlements to ChargePoint’s cloud management platform (“ChargePoint Cloud Platform”) in connection with the Products (“Activation”). See the “Key Tasks and Requirements” section below for further details and requirements for Activation , including ChargePoint’s onboarding guide at https://chargepoint.ent.box.com/v/gettingstarted for a detailed overview of the process for Activation.
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Key Tasks and Requirements.
Please review the table below for a summary of the key tasks and requirements for the Services described above. All the Services described are subject to the ChargePoint Deployment and Consulting Terms and Conditions, as amended from time to time by ChargePoint, found at https://www.chargepoint.com/legal/deployment-consulting-services. Any capitalized term not otherwise defined in this Scope and Terms document are defined in the Deployment and Consulting Services Terms and Conditions.
Task Activity
0 Service
Prerequisites
Customer, or a third-party contractor separately procured by customer, must complete the “ Service Prerequisites” listed under the Additional Terms and Conditions section below. In addition, customer is required to complete and/or submit all required documentation described in the ChargePoint’s “welcome email,” which initiates the activation and onboarding process for customer’s purchased Product to connect and interoperate with ChargePoint’s Cloud Platform (“Welcome Email”).
Installation
1 Scheduling ChargePoint will assign an O&M Partner to customer’s work order, and O&M Partner will reach out to customer to schedule a date to perform the Installation.
2 Safety Protocol Once on-site at customer’s proposed site for Installation, O&M Partner will apply lock out/tag out (LOTO) to ensure Installation can be done in accordance with applicable safety requirements , site requirements, ChargePoint’s Health and Safety Policy, a copy of which may be requested from ChargePoint.
3 Electrical
Assessment
O&M Partner will assess, measure, and verify the following in accordance with the Site Design Guide and Installation Guide (as both are defined below):
• Protection devices (e.g. disconnects, breakers, fuses) • AC and DC Conductors (size, type, rating)
• Breaker panels
• Transformer configurations (Wye – secondary, input voltage) • Communication cables (e.g. routing, termination, pinout)
4 Civil Work
Assessment
O&M Partner will assess, measure, and verify the following in accordance with the Site Design Guide:
• ADA compliance to the extent specified in the Site Design Guide • Concrete pad, anchor bolts, and conduits comply with required specifications
• Wiring, circuit protection, and metering are in place
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5 Mechanical Stand
Up
O&M Partner will mount the Product on the anchor hardware, terminate wiring, and if the Product is paired then terminate the AC and DC conductors and install the communication cable.
6 Cellular Signal O&M Partner will check the cellular signal strength and quality comply with specifications described at https://chargepoint.ent.box.com/v/misc- tn1416-enus.
7 Charging Station
Energization and
Configuration
For AC charging stations, O&M Partner will remove the lock out/tag out (LOTO), energize the charging station, complete hardware power configuration (and pairing if applicable), and apply any firmware updates.
For DC charging stations, please refer to the Commissioning portion of the “Key Tasks and Requirements” table.
8 Pinpointing For AC charging stations, O&M Partner will associate the Product with specific coordinates (latitude and longitude) so it can be found on ChargePoint’s charging network map.
For DC charging stations, please refer to the Commissioning portion of the “Key Tasks and Requirements” table.
9 Completion O&M Partner will then assess the Products for:
• Integrity of subsystems and components
• Cleanliness
• Cabling and harnesses
• Proper terminations
• Hardware integrity and damage
• Proper application of labels
• Displays
If the applicable Product fails to pass the above-described assessment, then ChargePoint will inform customer of the issue(s) identified in such assessment and pause the Installation until customer remediates the issues to the satisfaction of ChargePoint. As between the parties, it is the sole responsibility of customer to address and fix the issues identified in the above-described assessment.
Once the applicable Product passes the above-described assessment to the satisfaction of ChargePoint, O&M Partner will call ChargePoint to report the completion of such assessment.
Commissioning
1 Scheduling Customer must comply with the “Scheduling of Commissioning” requirements listed under the Additional Terms and Conditions section below.
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2 De-Energization Once on -site at the customer’s proposed site for Commissioning , ChargePoint’s Authorized Commissioning Partner will apply lock out/tag out (LOTO) in adherence with customer-specific site requirements, as specified by customer during the scheduling for Commissioning, and ChargePoint’s Health and Safety Policy (a copy of which may be requested from ChargePoint), and other requirements ChargePoint deems necessary, in its sole discretion, relating to de-energizing the applicable Product.
3 Site Assessment ChargePoint’s Authorized Commissioning Partner will assess the following in accordance with the Site Design Guide and Installation Guide:
• ADA Compliance to the extent specified in the Site Design Guide • Cellular repeater configuration (make, model, line of sight) • Hardware protection (bollards, wheel stops)
4 Civil/Environmental
Assessment
ChargePoint’s Authorized Commissioning Partner will assess the following in accordance with the Site Design Guide and Installation Guide:
• Product installation (concrete pad dimensions, slopes, water entrapment)
• Conduit runs
• Product serviceability (clearance, slopes, ventilation)
5 Mechanical
Assessment
ChargePoint’s Authorized Commissioning Partner will assess the following in accordance with the Installation Guide:
• Product torquing (electrical cables, mounting, anchoring hardware, surface conduit entry kits, markings/labeling)
• Product leveling
6 Electrical
Assessment
ChargePoint’s Authorized Commissioning Partner will assess, measure, and verify the following in accordance with the Installation Guide:
• Protection devices
• AC and DC Conductors (size, type, rating, bend radius, clearance, termination)
• Transformer configurations (Wye – secondary, input voltage) • Grounding impedance
• Communication cables (routing, termination, pinout)
• Labeling
7 Product
Assessment
ChargePoint’s Authorized Commissioning Partner will assess the following for the Product in accordance with the Installation Guide:
• Integrity of subsystems and components
• Cleanliness
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• Cabling and harnesses
• Proper terminations
• Hardware integrity and damage
• Proper application of labels
• Displays
8 Cellular Signal ChargePoint’s Authorized Commissioning Partner will check the cellular signal strength and quality comply with specifications described at https://chargepoint.ent.box.com/v/misc-tn1416-enus.
9 Product
Energization and
Configuration
If any of the described assessments for Commissioning (as described in this table) identify critical non -conformities, then ChargePoint will inform customer of the issue(s) identified in the applicable assessment and pause the Commissioning until customer remediates the issues to the satisfaction of ChargePoint. As between the parties, it is the sole responsibility of customer to address and fix the issues identified in the previously described assessments. Critical non-conformities include, without limitation, flaws in Site Preparation and/or installation work that pose a safety risk , as determined by ChargePoint.
If there are no critical non-conformities with the described assessments for Commissioning (as described in this table) , then ChargePoint’s Authorized Commissioning Partner will remove the lock out/tag out (LOTO), to energize the Product, complete hardware power configuration (and pairing if applicable), and apply any firmware updates; provided that, customer also complies with the Additional Terms and Conditions section below.
10 Pinpointing ChargePoint’s Authorized Commissioning Partner will associate the Product with specific coordinates (latitude and longitude) so it can be found on ChargePoint’s charging network map.
11 Completion ChargePoint’s Authorized Commissioning Partner will submit the completed Commissioning-related forms to ChargePoint for ChargePoint’s review of such forms for accuracy, completeness, and description of any critical and non-critical non-conformities.
ChargePoint may, upon written request by customer, provide a Commissioning-related punch list report after the successful completion of Commissioning.
Activation
1 Customer
Onboarding
Once the Product is installed, or in the case a DC charging station has been successfully completed Commissioning , ChargePoint will verify whether customer completed the “Service Prerequisites” described in the Additional Terms and Conditions below.
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2 Configuration ChargePoint will (a) configure customer’s access to the ChargePoint Cloud Platform in accordance with the Station Activation & Configuration Form (provided with Welcome Email ), which reflects the configuration setting (e.g. RFID reader) that ChargePoint sets up for each Product use by drivers; (b) apply access and pricing policies to customer’s organizations created on the ChargePoint Cloud Platform, and (c) add customer’s initial set of Product to the ChargePoint Cloud Network.
3 Provisioning ChargePoint will review cloud and warranty entitlements associated with the customer’s organizations on ChargePoint’s Cloud Platform and apply them to the applicable Products.
Additional Terms and Conditions.
• Site Preparation. Customer, or the third party contractor customer separately hires to perform the Site Preparation, are responsible for the compliance of the site design, construction and/or installation work with ChargePoint’s Site Design Guide(s) and/or Installation Guide(s), for the Product (“Site Preparation”). For clarity, customer is not responsible for the installation of the Product portion of Site Preparation if customer purchases Installation from ChargePoint. In connection with Site Preparation, each customer is responsible , for the following:
1. Site design in accordance with ChargePoint’ site design guide(s), which can be found at https://www.chargepoint.com/products/guides/ (“Site Design Guide(s)”);
2. Product installation in accordance with ChargePoint’s installation guide(s), which can be found through ChargePoint University (“Installation Guide(s)”); and
3. Any costs associated with delays or cost overruns for correcting any non-conformities with the applicable Site Preparation, as identified by ChargePoint’s Authorized Commissioning Partner.
• Service Prerequisites. Customer is required to complete the following before any of the Services described above may be scheduled and/or completed by ChargePoint :
1. Network Manager Account. Create a Network Manager Account on ChargePoint Cloud Platform.
2. MSSA. Accept ChargePoint’s Master Services and Subscription Agreement ( “MSSA”), displayed during the Network Manager Account creation process.
3. Activation Form. Complete the Station Activation and Configuration Form (SAF) provided via Welcome Email.
4. Construction Signoff Form. If customer purchases Installation, then customer must complete the Construction Signoff Form, including without limitation providing any requested site photos, in response to the Welcome Email. The purpose of the Construction Signoff Form is to allow ChargePoint to confirm that the site complies with the specifications for Site Design and Installation Guide, including without limitation,
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verifying mechanical, electrical, and civil/environmental compliance, prior to sending an O&M Partner to the site.
5. Insulation Testing Report. If customer purchases Commissioning, then an insulation testing report (subject to availability from customer) will be provided for all AC and DC cables between the balance of plant, stations , and equipment installed in between the Product.
6. Contractor Availability. If customer purchases Commissioning, then customer must confirm that its c ontractor, selected by customer to install the applicable Product, is scheduled to be on site during the scheduled visit for Commissioning.
7. Scheduling of Commissioning. Customer is responsible for scheduling Commissioning with ChargePoint using the Commissioning request form provided by ChargePoint. The Commissiong request form is provided at the same time as the Welcome Email. Note the current requirements for scheduling: (1) a minimum two-week notice is required for scheduling; (2) a 72-hour notice is required for rescheduling the applicable Commissioning appointment; and (3) a rescheduling fee may be assessed to customer for any rescheduling or cancellations outside of the 72-hour notice requirement.
• Relocation of DC Charging Hardware . If customer relocates DC charging hardware after Commissioning has been completed, then such relocation will require the DC charging hardware to be Commissioned again. Please review Commissioning requirements above.
• Relocation of Products. If customer relocates any Product after Activation has been completed, then such relocation will require the Product to undergo Activation again. Please review Activation requirements above.
• Voiding Services. Customer’s failure to meet their responsibilities described in this document may release ChargePoint from any obligations to perform and complete the applicable Services (i.e.
Installation, Commissioning or Activations ). ChargePoint is not responsible or liable for the reliability and/or safe operation of DC charging stations that have not undergone Commissioning.
• Remediation and Additional Fees. If customer fails to meet any of its obligations for the Services described in this document, including without limitation, remediating any identified non- conformities, failure to pass the applicable assessments, and/or failure to complete any necessary preparation work for Installation and/or Commissioning, then customer acknowledges and agrees (1) ChargePoint is released from any further obligations to perform or complete the Service(s) purchased by customer; (2) ChargePoint is not responsible or liable for the reliability or operation of the Product in question; and (3) ChargePoint is n ot obligated to perform any Activation for customer. Customer may be required to pay additional fees for (a) re-scheduling of Installation and/or Commissioning ; and/or (b) re-Commissioning of DC charging hardware.
Managed Electrification Scope & Terms
Managed Electrification is a portfolio of best-in-class professional services specifically designed to ease the transition to electric mobility. From route planning and energy modeling to design, contractor procurement, and construction project management, we work with you to make informed charging decisions for every step of your EV charging project (the ”Project”).
Our in-house experts create a customized solution designed for your charging infrastructure needs – whether you need standalone expertise or full management. From design to deployment, we’ve got you covered. The following professional services are available:
Phase Service
Design
Fleet & Energy Route Modeling
Desktop Assessment
Site Layout
On-Site Technical Assessment
Pre-Engineering Design
Utility Application Support
Selection Budget Estimate
Contractor Procurement
Deployment Engineering Design Review
Construction Project Management
The ”Deliverable” for each professional service is defined in the “Detailed Scope of Work” for that service. ChargePoint shall be free to provide material similar to the Deliverable to third parties whose needs may be similar to customer’s requirements. Each party’s use of the Deliverables shall be in compliance with its confidentiality obligations to the other party.
The table below describes the details the scope of work, deliverables, timeline, and customer responsibilities for each professional service in the Managed Electrification portfolio. All ChargePoint Managed Electrification professional services are subject to the ChargePoint Deployment and Consulting Services Terms and Conditions, as amended from time to time by ChargePoint, found at https://www.chargepoint.com/legal/deployment-consulting-services..
Service Scope & Terms
Design
Fleet &
Energy Route
Modeling
Detailed Scope of Work
• Summary: Fleet logistics analysis service, identify energy requirements to model and optimize charging infrastructure. Priced per site.
• Scope of Work
o Fleet Charging Needs Assessment: Determine energy requirements based on the customer-provided fleet logistical data, accounting for buffer to support future growth.
o Energy-optimized Charging Hardware: Propose optimized charging hardware selection and design, accounting for utility service upgrade cost and timeline, as well as weighing capital cost vs. ability to delay charging to optimize utility costs.
o Utility Cost Modeling and Optimization: Recommend the best utility tariff for the chargers and summarize overall charging costs to support the fleet.
o Consultation: 1h virtual consultation after completion of assessments, modeling and optimization if requested by customer.
• Deliverable: document detailing out fleet and energy route modeling results, including summary of energy requirements, proposed optimized charging hardware, recommended utility rates and summary of overall costs.
• Timeline: Time to completion can take 3-4 weeks and can start once customer provides required documentation under Customer Responsibilities. Work is considered complete once Deliverable is provided to the customer.
Specific Terms & Conditions
• Customer Responsibilities: Provide current energy assessments, route data, vehicle data, battery data, 12 months of electric bills and 1 year of 15-minute interval data for the site, and any CO2 abatement or corporate goals.
Desktop
Assessment
Detailed Scope of Work
• Summary: Initial remote consultation to assess charging needs and electrical infrastructure to support development of a Site Layout. Priced per site.
• Scope of Work
o Initial consultation: Schedule call with client to understand site objectives, use case and other considerations.
o Charging Needs Assessment: Size energy requirements and propose charger quantity and type, based on vehicle type/quantity/routes, vehicle consumption average and other data provided by the customer, as applicable.
o Electrical Infrastructure Assessment: based on charging needs assessment, size high-level electrical requirements and comparison to current utility service to determine any service upgrade needs.
o Final Consultation: 1h virtual consultation after completion of assessment, if requested by customer.
• Deliverable: document summarizing proposed charging and electrical infrastructure needs.
• Timeline: Time to completion can take 2-3 weeks and can start once customer provides required documentation under Customer Responsibilities. Work is considered complete once Final Consultation is complete.
Specific Terms & Conditions
• Customer Responsibilities: Provide preferred charging equipment locations, satellite maps (if outdoor) or floorplans (if indoor) including locations of electrical panels, traffic flow/on-site logistics/potential obstructions if applicable, single point of contact to interface with ChargePoint’s designer, facility electrical drawings (including single line diagrams for each power feed to the facility – utility and other generators), 12 months of electric bills and 1 year of 15-minute interval data for the site.
Site Layout Detailed Scope of Work
• Summary: Development of Site Layout and address any customer questions regarding install guide/site design guide. Layout includes charger and ancillary equipment locations, as well as charging station electrical needs. Priced per site.
• Scope of Work
o Design: Develop high-level site layout including locations and electrical ratings for chargers and existing ancillary equipment potentially interfacing with the chargers (e.g., generators), utility service location and point of interconnection (the “Site Layout”). Based on information provided during a desktop assessment and/or on-site technical assessment.
o Consultation: 1h virtual consultation after completion of i the Site Layout, if requested by customer.
• Deliverable: document with top-down view of the site including locations and electrical ratings for chargers and existing ancillary equipment potentially interfacing with the chargers (e.g., generators), utility service location and point of interconnection.
• Timeline: Time to completion can take 2-3 weeks and can start once customer provides required documentation under Customer Responsibilities. Work is considered complete once Deliverable is provided to the customer.
Specific Terms & Conditions
• Customer Responsibilities: Purchase of Desktop Assessment service from ChargePoint.
On-Site
Technical
Assessment
Detailed Scope of Work
• Summary: On-site assessment of electrical and civil infrastructure to support the development of a Pre- Engineering Design. Priced per site.
• Scope of Work
o Site Due Diligence: Conduct pre-assessment briefing to align on goals with stakeholders at each site.
Determine applicable ADA requirements. Contact local AHJ to verify permit requirements, submittal details, review timelines and fees. Assessment of on-site electrical equipment including switchgears, utility service and point of interconnection.
o Map of Site Conditions: Draft a map of site conditions including ADA and AHJ requirements, location of switchgear, utility service, interconnections, and transformers.
o Topographical map: Topographical heat map and slope readings of parking areas surrounding desired charging equipment locations.
• Deliverable: document summarizing site due diligence, map of site conditions including details in Scope of Work above, and Topographical map. Only included if site conditions are not constrained by the physical environment limitations such as (heights, interior or exterior walls, ceilings, low clearances, obstacles, local rules or regulations, etc.), the locations must allow for a safe, non-restricted aerial survey assessment to be completed.
• Timeline: Time to completion can take 3-4 weeks and can start once customer provides required documentation under Customer Responsibilities. Work is considered complete once the Deliverable is provided to the customer.
Specific Terms & Conditions
• Customer Responsibilities: Provide point of contact that can be available onsite to support ChargePoint with due diligence. Designate all desired charging equipment locations.
Pre-
Engineering
Design
Detailed Scope of Work
• Summary: Development of pre-engineering design package including CAD layout and electrical single-line diagram. Priced per site.
• Scope of Work
o Initial Consultation: Schedule call with client to confirm customer preference for location of EV chargers based on findings from On-Site Technical Assessment.
o Design: Prepare CAD layout and electrical single-line diagram.
o Final Consultation: 1h virtual consultation after initial completion of the designs, if requested by customer.
o Documentation: Provide charging equipment documentation including install and site design guides.
• Deliverable: CAD layout, electrical single-line diagram and charging equipment documentation including install and site design guides.
• Timeline: Time to completion can take 4 weeks and can start once customer completes the Customer Responsibilities. Work is considered complete once the Deliverable is provided to the customer.
Specific Terms & Conditions
• Customer Responsibilities: Purchase of Desktop Assessment and On-Site Technical Assessment services from ChargePoint.
Utility
Application
Support
Detailed Scope of Work
• Summary: Engagement with utility provider to consult on customer requirements to enable customer or contractor to complete/submit utility application. Priced per site.
• Scope of Work
o Due Diligence: Determine whether the existing service is sufficient, or a new service is required, by comparing the Site Layout with the facility electrical drawings and photos of electrical panels.
o New Service Support: If a new service is required, engage the utility to determine availability of electrical capacity, correct service voltage, potential lead times for utility design and new service construction, estimated fees (if applicable), and contractor responsibilities.
o Utility Application: Assist the customer or contractor in completing the utility application.
• Deliverable: document detailing out results of utility due diligence, including new service details noted in the Scope of Work above.
• Timeline: Time to completion can take 2 weeks, excluding time waiting for the utility, and can start once customer provides required documentation under Customer Responsibilities. Work is considered complete once Deliverable is provided to the customer.
Specific Terms & Conditions
• Customer Responsibilities: Purchase of Site Layout service from ChargePoint. Provide utility bill, facility electrical drawings (including single line diagrams for each power feed to the facility – utility and other generators), and up to date photos of electrical panels, authorization for ChargePoint to coordinate with the Utility, as needed. Customer solely is responsible for submitting the Utility Application.
Selection & Deployment
Budget
Estimate
Detailed Scope of Work
• Summary: Preparation of rough order of magnitude (‘ROM’) estimate for high-level economic qualification of a site. Priced per site.
• Scope of Work
o Prepare rough order of magnitude (‘ROM’) costs based on historical benchmark data, subject to change until final numbers are quoted by a Contractor.
• Deliverable: Excel and PDF budget estimate for the site.,
• Timeline: Time to completion can take 4 weeks and can start once the customer provides required documentation under Customer Responsibilities. Work is considered complete once the Deliverable is provided to the customer.
Specific Terms & Conditions
• Customer Responsibilities: Purchase of Pre-Engineering Design service from ChargePoint, specify any unique customer requirements (e.g., prevailing wage, buy America requirements, union labor requirements etc.
Contractor
Procurement
Detailed Scope of Work
• Summary: Competitive sourcing of engineering, procurement, and construction (EPC) services for the EV charging project. Includes bid package development, qualification, award, and support with EPC contract negotiations. Priced per Site.
• Scope of Work
o Bid Package Development: Create standardized bid package including site design requirements, equipment specifications and timelines. Invite qualified contractors to bid process.
o Award: Evaluate and compare bids from contractors.
o Pricing & Scope Negotiation: Assist customer with their pricing and scope negotiations for the final contract with the contractor.
• Deliverable: Creation of a standardized bid package, detailed bid comparison, and recommendation of a contractor.
• Timeline: Time to completion can take 4 weeks and can start once customer provides required documentation under Customer Responsibilities. Work is considered complete once the Deliverable is provided to the customer.
Specific Terms & Conditions
• Customer Responsibilities: Dedicated point of contact to support with the drafting of the bid package and qualifying/selection of the final contractor. Contact information for any preferred contractors. Specify any unique customer requirements (e.g., prevailing wage, buy America requirements, union labor requirements etc.). Purchase of Pre-Engineering Design service from ChargePoint.
Engineering
Design
Review
Detailed Scope of Work
• Summary: Review of drawing sets prepared by professional engineer contracted by customer to ensure compliance with ChargePoint stations for optimal make ready. Priced per site.
• Scope of Work
o Review: Review of engineering designs prepared by professional engineer contracted by customer; Comparison to ChargePoint specifications; Provide 1x markup of engineering designs and/or summary report of required changes and rationale. Additional markups may be provided as agreed by customer and ChargePoint in writing.
o Consultation: 1h virtual consultation after completion of markups and/or summary if requested by customer
• Deliverable: CD90 or equivalent permittable plan-set markup and/or support report
• Timeline: Time to completion can take 2 weeks and can start once customer provides required documentation under Customer Responsibilities. Work deemed complete once markup and/or summary report is provided.
Specific Terms & Conditions
• Customer Responsibilities: provide CD90 or equivalent permittable plan-set, contact information for original drafter.
Construction
Project
Management
Detailed Scope of Work
• Summary: Consultative construction project management service, where ChargePoint operates as an owner’s representative and technical resource to drive the project to completion, managing all aspects including schedule, budget, and stakeholders, for a specific site. Priced per site.
• Scope of Work
o Project Coordination: Manage construction kick-off meeting; Regularly scheduled coordination meetings with contractor and customer based on agreed-on cadence; Maintain running punch list of outstanding construction actions; Manage and track schedules; Manage issues which may impact the schedule or the budget; Track project costs; Analyze and make recommendations on contractor change orders
o Construction Management: Coordinate with customer’s contractor on procurement of long lead time equipment (switchgear, transformers, EVSE, etc.); Permitting Coordination with contractor; Virtual inspections with contractor/customer-supplied images; On-site rough inspection visit before trench backfill and wiring, if needed; Manage logistics of CP hardware delivery; Coordinate with contractor to schedule utility upgrades and energization; Project management installation and commissioning of ChargePoint charging stations; Work with contractor to ensure final punch list is completed; Coordination of close-out and customer handover
• Timeline: Can start customer provides required documentation under Customer Responsibilities. Time to completion is variable based on project requirements, utility capacity, and equipment availability. Work is considered complete once EV charging site is fully commissioned, activated and operational with close out of contractor’s punch-list
Specific Terms & Conditions
• Customer Responsibilities: provide signed agreement with contractor, final engineering designs and site license (if applicable); assist in coordination with contractor including escalations; manage all payment activities with the contractor; facility access for on-site visits and inspections; identify a point of contact to interface with ChargePoint on an ongoing basis
The following terms apply to the use of each Deliverable:
Customer may use each Deliverable for Customer’s own business purposes relating to the site.
Customer shall not (i) provide, or provide access to, a Deliverable to any third party that supplies EV charging stations, operates a network of EV charging stations, or provides cloud services for EV charging stations, or (ii) use the Deliverable in connection with the installation or operation of EV charging stations that are not registered and activated on ChargePoint’s network of EV charging stations and operated using ChargePoint’s cloud services for EV charging stations.
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CHARGEPOINT ASSURE TERMS AND CONDITIONS OF SERVICE ChargePoint Assure (“Assure”) is a full service and support program offered by the applicable ChargePoint entity found in Section 15 below (“ChargePoint”). Assure is designed specifically for your electric vehicle charging station purchased from ChargePoint or its representatives and qualified for Assure coverage (“Charging Station”). With your Assure coverage, ChargePoint and its operations and maintenance partners (“O&M Partners”) will provide the parts, labor, and other services indicated in these Assure Terms and Conditions of Service (“Agreement”). Published specifications for the Charging Stations are available via your ChargePoint account or upon request of ChargePoint or its representatives. For all purposes hereunder, “you” or “your” includes any of your employees, officers, agents, contractors or parties under your control or common control. 1. WHAT IS COVERED: With Assure, ChargePoint agrees to do each of the following, for so long as you purchase and maintain an Assure subscription. For further information please visit https://chargepoint.com/products/service. a. Parts: • Ensure all parts are provided, as necessary, to correct any defect in the materials or workmanship of a Charging Station in a prompt and professional matter. • Each Charging Station shall be corrected so that the Charging Station functions in line with that Charging Station’s published specifications. For avoidance of doubt, such correction shall be limited to the Charging Station itself and not any issue related to installation or electrical infrastructure. b. Service and Labor: • Except as otherwise provided, ensure that all labor is performed, on-site if necessary, to correct any defect in the materials or workmanship of the Charging Station in a prompt and professional manner. • Ensure that labor is performed for repairs caused by vandalism or auto accidents that affect the Charging Stations functionality. For avoidance of doubt, labor is only covered for repairs required to enable the Charging Station to function. Parts are not covered for repairs required due to vandalism or auto accidents.
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• Provide remote, automated monitoring of your Charging Station and perform triage with respect to any Charging Station that may be defective. • Coordinate all repairs necessary to have your Charging Station back up and running. • Ensure that you are provided a response no later than one business day from the date ChargePoint becomes aware of an issue. • Ensure onsite repairs begin within one business day from the delivery of any parts required to fix your Charging Station. • Provide a standard monthly summary and quarterly detailed station usage and performance metrics. c. Charging Station Uptime Objective: • A 98% annual station uptime objective, which means the percentage of time that a Charging Station can dispense energy during the 12-month period from the latter of the (i) activation of the applicable Charging Station; or (ii) start of your Service Term; provided that, such uptime objective is subject to the exclusions described in Section 6 (Exclusions from Coverage) herein. Any failure by Charging Stations to maintain the aforementioned annual station uptime objective shall not a constitute a breach of this Agreement by ChargePoint. For the avoidance of doubt, the aforementioned annual station uptime objective does not apply to ChargePoint’s cloud services. 2. WHAT IS NOT COVERED: ChargePoint undertakes no responsibility with respect to repairing, replacing, monitoring, or servicing anything other than your Charging Stations. This means, for example, that ChargePoint is not responsible for the physical mounting and electrical wiring of your Charging Stations or for the performance of any cellular or Wi-Fi repeaters or other devices installed in connection with your Charging Stations, including but not limited to any Skid Mounts. Additionally, Assure is not available for testing Charging Stations on non-commercially available vehicles. Assure labor is provided on an as available basis, per the requirements of Section 1 above. 3. FURTHER COSTS: If ChargePoint finds that the unit was not functioning, and is not otherwise covered by Assure subscription, than ChargePoint has the right to bill back for all costs incurred related to the warranty service (“Bill Back Costs”). For avoidance of doubt Bill Back Costs can include costs for investigation, equipment rental, engineering, travel, and other reasonable expenses that ChargePoint is required to spend to address a claim under Assure. 4. CUSTOMER RESPONSIBILITIES: In order to perform its obligations under Assure, ChargePoint needs your
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cooperation. Specifically, you agree to: a. Provide reasonable access to ChargePoint or its designee as necessary for the performance of ChargePoint’s obligations. b. Permit ChargePoint to access the Charging Stations remotely by maintaining a separately purchased ChargePoint’s cloud Services subscription necessary for remote access. c. Maintain your premises in accordance with all applicable laws, rules, and regulations. d. Keep the areas in which Charging Stations are located in a clean, safe and orderly condition, to at least the same standard as you customarily use to maintain the remainder of your premises. e. Promptly notify ChargePoint of any suspected defect with a Charging Station. ChargePoint must have reasonable access to the Charging Station, including access to your requisite personnel, to address the service required. 5. COMMISSIONING: ChargePoint will provide Assure service to your Charging Stations provided you have satisfied the Commissioning requirements provided herein. “Commissioning” means the process of validating that a Charging Station is operational and installed in accordance with ChargePoint’s specifications. a. If you or your certified ChargePoint installer perform Commissioning, you are responsible for ensuring your Charging Stations are installed in accordance with the product specifications, including but not limited to any site preparation, installation, and/or commissioning guides, published by ChargePoint (“Product Specifications”). ChargePoint reserves the right to perform a site audit to assess installation quality. ChargePoint may charge you for any costs associated with responding to an issue caused by your failure to install your Charging Stations in accordance with the Product Specifications discovered while performing Commissioning or any time after your Assure subscription has commenced. ChargePoint may suspend your Assure coverage until such installation defect has been remedied. b. All ChargePoint DC charging equipment requires Commissioning to be performed by ChargePoint, or an O&M Partner designated by ChargePoint, prior to ChargePoint providing Assure services or meeting its commitments under this Agreement. c. If your Assure Pro service, standard Assure service, ChargePoint’s standard warranty, or ChargePoint’s extended parts warranty (as applicable) for your Charging Stations has been expired for more than 180 days, to ensure that such Charging Stations have been installed and maintained in accordance with the applicable Product Specifications, a site readiness inspection by
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ChargePoint or a ChargePoint O&M Partner may be required in order to renew Assure on those Charging Stations. Any such site readiness inspection or work necessary to bring the Charging Stations into compliance with the Product Specifications may be at your cost. d. Any relocation of your Charging Station from its original installation location (including but not limited to any approved transfer pursuant to Section 12 of this Agreement) will require a new Commissioning before the commencement or resumption of your Assure coverage for that Charging Station. 6. EXCLUSIONS FROM COVERAGE: Except as expressly provided otherwise under this Agreement, ChargePoint’s obligations under ChargePoint Assure shall not apply to defects or service repairs resulting from the following: a. Cosmetic damage such as scratches and dents. b. Normal aging or fading of colors due to exposure to the elements. c. Abuse, vandalism, damage or other problems caused by accidents or negligence (including but not limited to physical damage from being struck by a vehicle), or use of the Charging Station in a way other than as specified in the applicable Charge Point documentation. d. Installation, alteration, modification or relocation of the Charging Station that was not approved in writing by ChargePoint or Commissioned as provided in Section 5. e. Use of the Charging Station with software, interfacing, parts or supplies not supplied by ChargePoint. f. Vehicle to Charging Station interoperability or communication issues. g. Damage resulting from extreme power surge, extreme electromagnetic field or any other acts of nature. h. Force Majeure Event or unforeseeable circumstances beyond ChargePoint’s reasonable control that prevent ChargePoint from performing its obligations under Assure. In addition, ChargePoint’s obligations under ChargePoint Assure shall not apply to any Charging Station that was not installed pursuant to the provisions of Section 5 of this Agreement. 7. CONTACT INFORMATION: If at any time turning the term of your coverage of ChargePoint Assure you believe you have defective Charging Equipment, contact Customer Service at the Customer Service number provided to you by your Account Executive, and follow any mutually agreed upon issue reporting procedures. 8. SERVICE TERM: Each Assure subscription that you purchase for a Charging Station will commence ninety (90) days from the invoice date and will last for the subscription length selected in an applicable order (the “Service Term”). For greater certainty, to the extent an applicable Charging Station is delivered, installed,
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and activated before the Service Term commences as described above, your Charging Stations will nevertheless have coverage under Assure and the Service Term will start at the expiration of the ninety (90) day period referenced above. 9. RENEWAL: Upon expiration of your initial Service Term, your Assure coverage will renew automatically for successive one-year terms at the list price of the original Service Term, subject to increases and your right to terminate below (each a “Renewal Term”). Should the Renewal Term be cancelled and subsequently requested to be reinstated, reinstatement will be subject to the payment of fees for any lapse period, plus reasonable reinstatement fees. If, however, you wish to terminate your Assure coverage under a Renewal Term, you may do so by providing thirty (30) days’ written notice of cancellation and ChargePoint will issue a pro-rata refund of any funds paid from the effective date of cancellation to the end of the applicable Renewal Term. Renewal Terms will commence on the date of the expiration of the original Service Term. 10. PAYMENTS: ChargePoint will send you an invoice for your Assure coverage on or after the date the applicable Charging Stations are shipped to you. Payment is due within thirty (30) days of the invoice date. If you have purchased extended Assure coverage and have chosen the annual payment option, ChargePoint will invoice each annual payment on the anniversary date of your Assure coverage. All payments shall be made in U.S. Dollars (or if you are located in Canada, Canadian dollars) and may be made by check, wire transfer, ACH payment system or other means approved by ChargePoint. You may not offset any amounts due to ChargePoint hereunder against amounts due to you under this Agreement or any other agreement. Fees payable to ChargePoint do not include any Taxes, and you are responsible for any and all such Taxes. All payment obligations under this Agreement are non-cancelable and non-refundable. Late payments shall be subject to a charge equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum rate permitted by law. You will reimburse ChargePoint for attorneys’ fees and other expenses reasonably incurred by ChargePoint in the collection of any late payments. If any amount owing by you under this Agreement is more than thirty (30) days overdue, ChargePoint may, without otherwise limiting ChargePoint’s rights or remedies, (a) terminate this Agreement or (b) refuse to provide Assure coverage until ChargePoint has received payment in full. 11. TERMINATION: You may terminate your Assure coverage without prejudice to any other remedy at law or equity: (i) if ChargePoint is in material breach of any of its obligations under Assure and has not cured such breach within thirty (30) days of the date of its receipt of written notice thereof or (ii) upon providing thirty (30) days prior written notice. Upon termination for cause pursuant to Section 11(i) or as provided for in Section 9 for a Renewal Term, ChargePoint will refund a pro-rata portion of the fees you paid for Assure. Upon any termination for any other reason, you will not be entitled to any refund of any fees paid. 12. TRANSFERS: Your Assure coverage applies only to the Charging Stations and installation site for which it
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was purchased. Subject to Section 20 of this Agreement, if you sell or otherwise transfer your Charging Stations with an active Assure subscription to a third-party, and those Charging Stations are moved or otherwise transferred away from the original installation site, your Assure coverage may not be transferred without ChargePoint’s prior written consent. 13. REPLACEMENT PARTS AND STATIONS: Replacement parts or Charging Stations that have been replaced (collectively “Replacement Parts”) that are provided by ChargePoint pursuant to your Assure coverage may be remanufactured or reconditioned parts or Charging Stations or, if the exact Charging Station is no longer manufactured by ChargePoint, a Charging Station with substantially similar functionality. Any Replacement Parts provided under your Assure coverage will become your property and all returned parts or returned Charging Stations, whether under warranty or not, will become the property of ChargePoint. Any Replacement Parts will be covered by Assure for the remainder of your Assure coverage or ninety (90) days from the date of delivery of such Replacement Parts, whichever is later. 14. LIMITS ON LIABILITY: This section limits ChargePoint’s liability under Assure. Please read it carefully. a. CHARGEPOINT IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS, LOST DATA, LOSS OF USE, OR COST OF COVER INCURRED BY YOU ARISING OUT OF OR RELATED TO YOUR PURCHASE OR USE OF, OR INABILITY TO USE, THE CHARGING STATION, UNDER ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF CHARGEPOINT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE CUMULATIVE LIABILITY OF CHARGEPOINT FOR ALL CLAIMS WHATSOEVER RELATED TO PERFORMANCE BY CHARGEPOINT OF ITS OBLIGATIONS UNDER CHARGEPOINT ASSURE WILL NOT EXCEED THE PRICE YOU PAID FOR ASSURE. THE LIMITATIONS SET FORTH HEREIN ARE INTENDED TO LIMIT THE LIABILITY OF CHARGEPOINT AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. b. Some states or jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. 15. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION. The ChargePoint entity entering into this Agreement, the address to which you should direct notices under this Agreement, the governing law, and place of jurisdiction, shall be determined according to you are domiciled:
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If you are domiciled in: The ChargePoint Entity entering into this Agreement is:
Notices should be addressed to: Governing law is: Place of jurisdiction: Forum:
The United States of America ChargePoint, Inc., a Delaware corporation Attn: Legal Department ChargePoint, Inc. 254 E Hacienda Ave Campbell, CA 95008 California and controlling United States federal law
Santa Clara, California, U.S.A. Judicial Arbitration and Mediation Services, Inc. (JAMS) Canada ChargePoint Canada, Inc., a British Columbia corporation TBD British Columbia and controlling Canadian federal law Vancouver, British Columbia, Canada
ADR Institute of Canada
This Agreement, and any disputes related to this Agreement, will be governed by the applicable Governing Laws above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Except with respect to any matter relating to your violation of the intellectual property rights of ChargePoint, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be submitted to and finally settled by arbitration using the English language in accordance with the Arbitration Rules and Procedures of the applicable Forum above then in effect, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. All claims shall be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of ChargePoint, such claim may be litigated in a court of competent jurisdiction. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs. Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief. 16. AMENDMENT OR MODIFICATION: ChargePoint reserves the right to modify this Agreement from time to
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time. ChargePoint will provide notice of each such modification to you. Your continued use of Assure following such notice will constitute an acceptance of the modified Agreement. 17. WAIVER: The failure of either party at any time to enforce any provision of this Agreement shall not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right. 18. FORCE MAJEURE: Except for your payment obligations under this Agreement, neither party will be liable for failure to perform any of its obligations hereunder due to causes beyond its reasonable control and occurring without its fault or negligence, including but not limited to fire, flood, earthquake, explosion, or other natural disaster (irrespective of the affected party’s condition of any preparedness therefore); war; terrorist act; epidemic; pandemic; quarantine; civil commotion; breakdown of communication facilities (including but not limited to utility, transmission or power failures); breakdown of web host; breakdown or act or omission of internet or other service provider; breakdown or act or omission of common carriers; embargo; riot; strike; labor action; changes in laws or regulations; any lawful order, decree, or other directive of any government authority; material shortages; shortage of transport; and failures of suppliers to deliver the required material or components (a “Force Majeure Event”). . 19. SEVERABILITY: Except as otherwise specifically provided herein, if any term or condition of this Agreement or the application thereof to either party will to any extent be determined jointly by the parties or by any judicial, governmental or similar authority, to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to this Agreement, the parties or circumstances other than those as to which it is determined to be invalid or unenforceable, will not be affected thereby. 20. ASSIGNMENT: Except as otherwise provided under this Agreement, you may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of ChargePoint. Notwithstanding, you may assign your rights and obligations under this Agreement upon notice to ChargePoint if you sell the property where the Charging Stations were installed, provided that any such purchasing entity assumes all rights and obligations under this Agreement; provided further that, the purchasing entity will not move or otherwise transfer the Charging Stations from original installation site. To the extent the purchasing entity desires to move or otherwise transfer the Charging Stations from the original installation site, Section 12 of this Agreement will apply. In the event of any purported assignment in breach of this Section 20, ChargePoint shall be entitled, at its sole discretion, to terminate this Agreement by providing written notice to you. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. ChargePoint may assign its rights and obligations under this Agreement. 21. NO AGENCY OR PARTNERSHIP: ChargePoint, in the performance of this Agreement, is an independent
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contractor. In performing its obligations under this Agreement, ChargePoint shall maintain complete control over its employees, its subcontractors, and its operations. No partnership, joint venture or agency relationship is intended by ChargePoint and you to be created by this Agreement. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever. 22. ENTIRE AGREEMENT: This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes and cancels all previous and contemporaneous agreements, negotiations, commitments, understandings, representations, and writings pertaining to such subject matter. All purchase orders issued by you shall state that such purchase orders are subject to all of the terms and conditions of this Agreement and contain no other term other than the type of Assure coverage, the number of Charging Stations which Assure is ordered, the term of such Assure coverage, and applicable fees. To the extent of any conflict or inconsistency between this Agreement and any purchase order, the Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in any other documentation shall be incorporated into or form any part of this Agreement, and all such purported terms and conditions shall be null and void. 23. COUNTERPARTS: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute but one and the same document. 24. ENGLISH LANGUAGE AGREEMENT GOVERNS: Where ChargePoint has provided you with a translation of the English language version of this Agreement, you agree that the translation is provided for your convenience only and that the English language version of this Agreement governs your relationship with ChargePoint. If there is any conflict between the English language version of this Agreement and a translated version, the English language version shall control. It is the express wish of the parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement. 25. FOR CUSTOMERS IN THE PROVINCE OF QUEBEC, CANADA ONLY. Customer confirms having first been presented with and given the opportunity to examine a version of this Agreement in French. The parties have expressly required that this Agreement and all related documents, including notices and other communications, be drawn up in English exclusively. Le client confirme avoir préalablement reçu et avoir eu l’opportunité de réviser une version en français de la présente convention. Les parties ont expressément exigé à ce que la présente convention ainsi que tous les documents qui s'y rattachent, incluant les avis et autres communications, soient rédigés en anglais exclusivement.
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Inspection Services: Scope and Terms
(Pilot Program)
1. General
1.1 Description. Inspection Services (as defined below) is an add-on Support Services option that may be available to you with ChargePoint’s then-current Support Service offerings (e.g., Assure, Assure Pro, or Customer Managed Labor Plan) or your then-in effect ChargePoint-provided warranty coverage for your Hardware.
1.2 Subscription Terms and Conditions. Your Subscription for Inspection Services are subject to (a) the terms and conditions of this Scope and Terms document; and (b) ChargePoint’s Master Support Services Terms and Conditions (found at www.chargepoint.com/legal/support-services (“Master Support Terms”), as each may be amended from time to time by ChargePoint. Any capitalized term not otherwise defined in this Scope and Terms document has the meaning ascribed in Master Support Terms.
1.3 Term and Termination of Pilot Program. The pilot program for Inspection Services is available to you for the time duration specified in the applicable purchase order or ChargePoint invoice under which you acquired entitlements for Inspection Services. During the first three months of the term of Pilot Program, you may terminate for convenience with 5 business days prior written notice to ChargePoint.
2. Scope of Inspection Services. The following subsections of this Section 2 collectively constitute the scope of services that ChargePoint will provide to you in connection with the pilot program for Inspection Services (“Inspection Services”). In connection with each onsite visit for Inspection Service s, ChargePoint’s authorized service provider, who will perform Inspection Services on behalf of ChargePoint (“Service Provider”), will undertake the following:
2.1 Hardware Inspection. Visually inspect the exterior of the applicable Hardware, including, without limitation, its main body, charging cable(s), cable management kit, and screen and inspect for any reported faults displayed on the Hardware’s display. If a failed charging session has been reported by the applicable Hardware to ChargePoint prior to the applicable onsite visit, then Service Provider will perform a test charge to diagnosis the issue.
2.2 Hardware Cleaning. Wipe down and clean the applicable Hardware, including, without limitation, the removal of any unauthorized stickers on such Hardware.
2.3 Hardware Repair. Perform any adjustments to Hardware for it to operate in accordance with ChargePoint’s applicable specifications for such Hardware. If Hardware has a then-in effect warranty coverage from ChargePoint or other Support Services-related coverage by ChargePoint (e.g. Assure, Assure Pro, etc.), then Service Provider will install Replacement Parts that are non-electrical in nature, e.g. charging cable latches, screen lenses, and cable management kit retractor cables, and subject to exclusions described in Master Support Terms. If there is an electrical-related issue, then such repair may be covered by other applicable Support Services that you may have entitlements from ChargePoint. In that case, ChargePoint will determine which other applicable Support Services may provide the appropriate coverage and refer such issue for resolution to ChargePoint’s support team, and may be covered, subject to the applicable Support Service.
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2.4 Site Area Inspection. Visually inspect the physical site area, as such area is owned or managed by you, where the applicable Hardware is installed (“Site Area”) for potential issues that pertain to Site Area and/or may impair the performance and operation of the Hardware. Such issues will be reported to you in accordance with Section 2.5 (Monthly Reporting). For the avoidance of doubt, Inspection Services does not include, and ChargePoint will not be responsible or liable for, the repair, maintenance, fixes, or remediation in any manner of any issues that pertain to Site Area.
2.5 Monthly Report. Provide you a monthly report of the findings of Service Provider’s visual inspection of the applicable Hardware and/or Site Area (as described in this Section 2) during the applicable reporting period, including recommendations for the maintenance and repair of Site Area, issues that may require other Support Services dispatches for Hardware, and repairs and cleanings made to Hardware.
2.6 Service Cadence. Various cadence for onsite visits are available (e.g. weekly, monthly, quarterly).
The cadence of such onsite visits is determined by the SKU that you acquire entitlements to Inspection Services.
3. Your Responsibilities. You are required to inform ChargePoint of all pertinent information in connection with onsite visits for Inspection Services, including, without limitation, any blackout dates for such onsite visits and access requirements to Site Area and/or applicable Hardware. ChargePoint will schedule onsite visits for Inspection Services based on such pertinent information.
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CHARGEPOINT MASTER SUPPORT SERVICES TERMS AND CONDITIONS
1. Description of Support Services. These ChargePoint Master Support Services Terms and Conditions (“Agreement”) governs the provision of Support Services (defined below) by ChargePoint, Inc. (“ChargePoint”) to customer (“you” and “ your”). Each s ubscription plan for Support Services (“Subscriptions”) provide s Support Services -related coverage to you for the ChargePoint-covered charging stations and related hardware peripherals (“ Hardware”) and may include a combination of remote support, parts and labor coverage, as further described in the applicable Support Scope and Terms.
Each Subscription is offered by the applicable ChargePoint entity or entities referenced under “Entities” section below and is valid for US and Canada only. The scope of this Agreement is only for Support Services and does not include other services offered by ChargePoint (e.g., ChargePoint cloud plans) or products not described in the applicable Support Scope and Terms (e.g. ChargePoint’s Home Flex products or any of its successors). “Support Services” shall mean the service(s) provided to you subject to this Agreement and the applicable ChargePoint Support Services Scope and Terms (“ Support Scope and Terms ”) found at www.chargepoint.com/legal/support-services. This Agreement and Support Scope and Terms may be amended from time to time by ChargePoint.
2. Subscriptions.
2.1 Service Term and Renewal . Each Subscription that you purchase will commence ninety (90) days after the invoice date of such Subscription and will continue for the term purchased via the applicable invoice or purchase order (“Service Term”). ChargePoint will send you an invoice for your Subscription on or after the date the applicable Hardware is shipped to you . Upon expiration of your initial Service Term, your Subscription will renew automatically for successive one -year periods (each a “ Renewal Term”). Renewal Terms will commence on the date of the expiration of the initial Service Term or prior Renewal Term, as applicable
2.2 Transfer. If you sell or divest yourself of the applicable Hardware and wish to transfer or otherwise assign in any manner the applicable Subscription a third party, then you must provide 60 days prior written notice to ChargePoint of such sale or divestiture of Hardware. Failure to provide such prior notice will void the applicable Subscription for any successor third party.
2.3 Commencement. Your Hardware will be covered by the applicable Subscription starting after the Hardware has been delivered, installed, and activated (subject to the applicable requirements of ChargePoint) and until the end of the Service Term. Note that certain Hardware and corresponding Subscriptions may require you to fulfill certain activation obligations prior to the commencement of the applicable Support Services (for more details see the Installation, Commissioning and Activation Scope and Terms located at www.chargepoint.com/legal/deployment-consulting-services) (“Deployment and Consulting Scope and Terms”).
2.4 Term and Termination. This Agreement and applicable Support Scope and Terms shall remain in full force and effect until completion of Service Term or Renewal Term, subject to earlier termination as set forth below. Either party may terminate this Agreement if the other party is in material breach of any of its obligations under this Agreement (which shall include without limitation any nonpayment by customer of fees due for Services) and has not cured such breach within thirty (30) days of the date of its receipt of written notice thereof. Either party may terminate this Agreeme nt immediately upon written notice if any assignment is made of the other party's business for the benefit of creditors, or if a petition in bankruptcy is filed by or against the other party and has not been dismissed within 60 days
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of such filing. ChargePoint may terminate this Agreement upon written notice in the event that any law or regulation prevents or materially impedes the performance of Support Services. All sections of this Agreement which by their nature should survive termination and/or expiration of this Agreement shall survive such termination and/or expiration.
If you exercise the termination rights described in this section, then you acknowledge and agree ( a) you will be required to pay ChargePoint the full balance of fees you owe for the then -current Subscription; and (b) if you prepaid for the then-current Subscription, then you are not entitled to, and ChargePoint is not obligated to provide you in any manner, a refund of such prepayment. If you wish to terminate your Subscription pursuant to this section, ChargePoint will issue a pro -rata refund of any funds paid from the effective date of termination to the end of the applicable Service Term or Renewal Term. For termination for any other reason, you will not be entitled to any refund.
2.5 Reinstatement Fee. If you terminate the applicable Subscription during a Renewal Term and wish to reinstate such Subscription at a later date, such reinstatement will be subject to the payment of fees for the time period that lapses after such termination and prior to the reinstatement , plus any reasonable reinstatement fees charged by ChargePoint.
2.6 Payment. Payment for Subscriptions is due within thirty (30) days of the invoice date. All payment obligations are non-cancelable and non-refundable. Late payment shall be subject to a charge equal to the lesser of (i) one and one -half percent (1.5%) per month or (ii) the maximum rate allow ed by the applicable jurisdiction. You will reimburse ChargePoint for attorneys’ fees and other expenses reasonably incurred by ChargePoint in the collection of any late payments. If any amount is more than thirty (30) da ys overdue, ChargePoint may (a) terminate the applicable Subscription or (b) withhold Subscription coverage until ChargePoint has received payment in full. All payments shall be made in U.S. Dollars (or if you are based out of Canada, Canadian dollars) and may be made by wire transfer, ACH payment system or other means approved by ChargePoint. You may not offset any amounts due to ChargePoint hereunder against amounts due to you under this Agreement and/or Support Scope and Terms. Fees payable to ChargePoint do not include any taxes, and you are responsible for all such taxes.
2.7 Purchase after Activation. If you wish to purchase a Subscription after the activation of the applicable Hardware, then you will need to provide ChargePoint written evidence that there are no outstanding repair or defect issues with such Hardware. Approval of the activation of Subscription, as described in this section, will be at ChargePoint’s sole discretion.
2.8 Relocation of Hardware. Any relocation of Hardware from its original installation location (including, without limitation, to any approved transfer pursuant to Section 2.2) will require (a) re-Activation (as further described in the Deployment and Consulting Scope and Terms); and (b) re-Commissioning (as further described in separate the Deployment and Consulting Scope and Terms) if Hardware is a DC charging station.
2.9 Maximum Service Term. ChargePoint will not sell or make available Subscriptions beyond the useful life of the applicable Hardware, i.e., 10 years after its initial activation. ChargePoint, in its sole discretion, may amend from time to time the calculation of the useful life of any Hardware.
3. Support Services.
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3.1 Coverage. If included in your applicable Subscription, ChargePoint will provide parts and/or labor coverage for the applicable Hardware.
3.2 Covered Hardware. Unless otherwise described in the applicable Support Scope and Terms, only certain Hardware purchased from ChargePoint or a n authorized ChargePoint distributor or reseller may receive Support Services. Please refer to the Scope and Terms for a list of Hardware covered by the applicable Subscription.
3.3 Active Cloud Plan Requirement. Unless otherwise described in the applicable Support Scope and Terms, you must maintain an active ChargePoint cloud plan to receive Support Services.
3.4 Replacement Parts. If the then-current Subscription provides “parts cost coverage” for replacement hardware components and/or Hardware that ChargePoint uses to repair and/or replace your defective Hardware (“ Replacement Parts ”), then Replacement Parts will be provided at no charge. You acknowledge and agree Replacement Parts may be remanufactured or reconditioned (a) hardware components of Hardware; or (b) Hardware if such Hardware is no longer manufactured; provided, that ChargePoint will use reasonable efforts to provide such Hardware that provides substantially similar functionality. Any Replacement Parts provided to you via a Subscription will become your property and all parts and/or Hardware returned by you or your authorized representative to ChargePoint in connection with any Support Services will become the property of ChargePoint.
3.5 Your Responsibilities. You agree to: (a) provide reasonable access to ChargePoint or its designee as necessary for the performance of ChargePoint’s obligations, including access to your requisite personnel and physical site, to address the required Support Services; (b) promptly provide accurate and complete information as requested by ChargePoint in connection with the provision of any Support Services; (c) maintain the physical site in which Hardware is located in accordance with all applicable laws, regulations and rules; and (d) keep the physical site in which Hardware is located in a clean, safe and orderly condition, to at least the same standard as you customarily use to maintain the remainder of your sites and/or premises.
3.6 Exclusions. The following issues are not covered by Support Services:
a. Damage and Misuse. Damage to Hardware caused by you and/or third parties, including, without limitation, abuse, negligence, vandalism, accidents, or any other events. In addition, any use of the Hardware in a manner that is not in compliance with the specifications of Hardware, as described in the applicable ChargePoint documentation.
b. Cosmetic Damage. Cosmetic damage to Hardware such as scratches and dents. c. Normal Aging and Discoloration. Normal aging or discoloration of Hardware due to exposure to environmental elements.
d. Unapproved Deployment or Alteration. Installation, operation, alteration, modification , or relocation of the Hardware or firmware incorporated in such Hardware that was not approved in writing by ChargePoint.
e. Force Majeure. Force majeure events or unforeseeable circumstances beyond ChargePoint’s reasonable control that prevent ChargePoint from performing its Support Services -related obligations.
f. Lack of Commissioning. DC charging station(s) that has not undergone Commissioning, as such term is described in Deployment and Consulting Scope and Terms. g. Fraudulent Actions. Fraudulent actions or omissions in connection with Support Services - related requests, e.g. removal or alteration of the serial number of the applicable Hardware.
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h. Unapproved Interfaces. Use of Hardware with software, interfaces, parts or supplies not approved in writing by ChargePoint.
i. Interoperability. Vehicle-to-Hardware interoperability or communication issues , i ncluding, without limitation, testing on non-commercially available vehicles. j. Timely Notification. If you do not notify ChargePoint on a timely basis (as reasonably determined in ChargePoint’s discretion) of the Hardware -related issue (e.g. inability to dispense energy) or impairments (can charge but impaired, limited or modified safe operation of the charger is required) as soon as you first become aware of such issue. k. Certification. If the installation or maintenance of Hardware is performed by a technician not certified by ChargePoint.
l. Hardware Not Covered by Support Services. ChargePoint takes no responsibility or liability with respect to repairing, replacing, monitoring, or servicing anything other than Hardware covered by a then -current Subscription . For example, ChargePoint is not responsible for the physical mounting and electrical wiring of Hardware, performance of any cellular or Wi -Fi repeaters connected to Hardware, or third-party hardware accessories installed with Hardware that are not covered by Support Services, including, without limitation, skid mounts. m. Customer Responsibilities. If by your action or inaction you do not comply with your responsibilities as described in Section 3.5.
n. Cloud Issues. Issues related to your ChargePoint cloud services (e.g., Cloud Plan or Fleet Ops) .
Notwithstanding the foregoing , issues related to your software embedded within the applicable Hardware (e.g., firmware) are covered by the applicable Support Services.
3.7 Service Levels
a. Service Level Matrix. In connection with the applicable Subscription(s), ChargePoint will use commercially reasonable efforts to provide the support level objectives for Support Service s (“Service Levels ”) as set forth in the “Service Level Category” table below. For more detail s on which Service Levels apply to your Subscription, please refer to the applicable Support Scope and Terms. Any failure by ChargePoint to meet and/or maintain the Service Levels shall not constitute a breach of this Agreement.
Service
Level Category Standard Critical
Severity 1 2 3 1 2 3
Type of Hardware-
Related Issue Outage Impairment Non-
Critical Outage Impairment Non-
Critical
Service
Levels
Response 1 Business
Day
2 Business
Days
3 Business
Days 1 Hour 1 Business
Days
2 Business
Days
Diagnosis 2 Business
Days
3 Business
Days - 12 Hours 2 Business
Days -
Resolution 5 Business
Days
6 Business
Days - 24 Hours 5 Business
Days -
Annual
Port Uptime 98% - - 99% - -
Part Delivery 4 Business
Days
4 Business
Days
4 Business
Days
4 Business
Days
4 Business
Days
4 Business
Days
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b. Definitions for Service Level Category Table. The following definitions apply to the defined terms used in the “Service Level Category” table above:
i. Standard. This Service Level Category is applicable to the Subscription(s) as described in the applicable Support Scope and Terms.
ii. Critical. This Service Level Category is applicable to the Subscription(s) as described in the applicable Support Scope and Terms.
iii. Outage. Issues which completely prevent the Hardware from dispensing electricity (i.e. inoperable station).
iv. Impairment. Issues that require a workaround to use the Hardware, but the Hardware is still able to dispense electricity (e.g., broken cable management kit). v. Non-Critical. Issues that do not constitute Outages or Impairments (e.g., general information requests, or Hardware-related wear and tear). vi. Acknowledgement. The earlier of (a) ChargePoint confirming an issue using proactive monitoring; or (b) you first report the applicable issue to ChargePoint’s technical support with all the necessary information required by ChargePoint to acknowledge to you the receipt of the reported, applicable issue outlined in the “Service Level Category” table. vii. Response. Time from Acknowledgement to ChargePoint’s provision of a response and confirmation that ChargePoint has started the troubleshooting and diagnosis of the applicable issue.
viii. Diagnosis. Time from Acknowledgement to (i) when ChargePoint issues a work order that confirms that an onsite repair work is necessary; (ii) written confirmation from ChargePoint to you that the applicable issue can be remotely resolved; or (iii) when ChargePoint quotes you the cost of the applicable Replacement Part in connection with the onsite repair work. ix. Resolution. Time from Acknowledgement to a complete resolution of the Hardware-related issue, as determined by ChargePoint.
x. Annual Port Uptime. The percentage of time that a port can dispense energy during the 12- month period from the latter of the (i) activation of the applicable Hardware; or (ii) start of your Service Term; provided that, such uptime objective is subject to exclusions described in Section 3.8 herein. For the avoidance of doubt, Annual Port Uptime does not apply to ChargePoint’s cloud services.
xi. Part Delivery. Time from Acknowledgement to the delivery to you or your authorized recipient of a Replacement Part.
3.8 Service Level Exclusions
a. Rescheduled Dispatches. Time between the initially proposed dispatch date from ChargePoint and the final dispatch date if rescheduled at your request. b. Inability to Service. Time between the initial visit and any follow-up visit if the follow-up is required due to your action or inaction preventing ChargePoint from resolving the issue. c. Other Exclusions. The applicable exclusions described in Section 3.6.
4. Warranty; Other Disclaimers. THE SUPPORT SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THIS IS THE FULL EXTENT OF WARRANTIES PROVIDED BY CHARGEPOINT UNDER THIS AGREEMENT AND THE APPLICABLE SUPPORT SCOPE AND TERMS. NO OTHER CHARGEPOINT
REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESSOR IMPLIED, IS INCLUDED OR
INTENDED BY THIS AGREEMENT, THE APPLICABLE SUPPORT SCOPE AND TERMS, OR IN ANY PROPOSAL,
CONTRACT, REPORT, STATEMENT OF WORK OR OTHER DOCUMENT IN CONNECTION WITH THE SUPPORT
SERVICES THAT IS PROVIDED BY CHARGEPOINT, AND CHARGEPOINT SPECIFICALLY DISCLAIMS ALL
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OTHER SUCH WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY , NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR USE.
5. Limitation of Liability. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS
ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST
REVENUE OR PROFIT, LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR
SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND
REGARDLESS OF THE THEORY OF LIABILITY OR OTHERWISE BASED ON ANY EXPRESS, IMPLIED OR CLAIMED WARRANTIES NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT. EXCEPT FOR : (I) A PARTY’S GROSS NEGLIGEN CE, WILLFUL MISCONDUCT, OR CLAIMS OF PERSONAL INJURY OR DEATH; (II) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; OR (III) A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS , IN NO EVENT SHALL EITHER PARTY’S LIABILITY UNDER THIS AGREEMENT (IN YOUR CASE, IN ADDITION TO THE FEES AND
EXPENSES PAYABLE BY YOU IN CONNECTION WITH THE APPLICABLE SUBSCRIPTION) EXCEED THE TOTAL
FEES AND EXPENSES DUE AND PAYABLE BY YOU IN CONNECTION WITH THE APPLICABLE SUBSCRIPTION (I.E. SUPPORT SERVICES) GIVING RISE TO THE LIABILITY.
6. Intellectual Property Rights.
6.1 “Your IP” means your pre-existing or independently developed intellectual property rights.
6.2 “ChargePoint IP ” means (a) ChargePoint’s pre -existing or independently developed intellectual property rights, (b) ChargePoint’s templates and tools used to provide Support Services, (c) ideas, concepts, techniques, models, and know -how created or co -created or developed or co -developed by ChargePoint during or in connection with the performance of Support Services, (d) all reports, evaluations, findings, data and reports provided by ChargePoint to you in the performance of Support Services (collectively, “ Materials”), an d (e) all intellectual property rights in the foregoing or in any derivative works of the foregoing; provided, that ChargePoint IP excludes any Your IP incorporated in the Materials.
6.3 As between the parties, (a) you own all right, title and interest in and to Your IP , and (b) ChargePoint owns all right, title and interest in and to the ChargePoint IP . Neither party is granted any right, title nor interest in the other party’s pre -existing intellectual property rights, either express or implied, under this Agreement or applicable Support Scope and Terms. Each party reserves all rights not specifically granted to the other party under this Agreement or applicable Support Scope and Terms, and no licenses or other rights to a party’s intellectual property rights are granted by implication, estoppel or otherwise. Neither party shall use trademarks or logos of the other party, for the provision of the Support Services or otherwise, without the prior written consent of the other party.
6.4 Notwithstanding the above provisions in this section, ChargePoint shall have the right to use, reproduce, and disclose the Materials (without attribution to you). ChargePoint shall be free to provide material similar to Materials to third parties whose needs may be similar to your requirements, without violating its confidentiality obligations hereunder to you.
7. Feedback. “Feedback” shall mean any feedback, comments, suggestions or other input provided by you in connection with the Support Services. You shall be under no obligation to provide Feedback and shall not provide any Feedback that violates the rights of any third party. You hereby grant to ChargePoint a non- exclusive, perpetual, irrevocable, royalty -free, worldwide license (with the right to sublicense) to use, modify, prepare derivative works of, display, perform and otherwise exploit in any manner the Feedback,
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and to make, have made, import, use, sell and otherwise distribute products and services using or incorporating the Feedback.
8. Confidentiality. Each party agrees not to use the other party’s confidential and proprietary information (“Confidential Information”) except in the performance of the Support Services or as authorized by this Agreement, and not to disclose or otherwise make available such information to third parties without the other party’s prior written consent. Confidential Information does not in clude: (i) information that was publicly available at the time of disclosure or that subsequently becomes publicly available other than by a breach of this provision, (ii) information already known by the receiving party independent of the Confidential Information as evidenced by written records, (iii) information developed by the receiving party independent of the Confidential Information, and (iv) information that the receiving party rightfully obtains without restrictions on use and disclosure. Confidential Information shall remain the exclusive property of the disclosing party and no intellectual property right is licensed, g ranted or otherwise transferred by this section or any disclosure of Confidential Information to the receiving party.
9. Miscellaneous.
9.1 Force Majeure. “Force Majeure” means any act of God, fire, natural disaster, earthquake, accident, act or regulation of government or a governmental agency, or an act that is beyond the reasonable control of either party. Neither party will be deemed in default of this Agreement and/or applicable Support Scope and Terms (other than with respect to any obligations by you to pay for the applicable Subscription) to the extent that performance of its obligations or attempts to cure any breach are delayed or p revented by reason of Force Majeure ; provided, that such party gives the other party written prompt notice thereof and continues to use its reasonable efforts to perform or cure, as applicable.
9.2 Miscellaneous. Neither party may assign this Agreement or any of its rights or duties hereunder, without the prior written consent of the other party, except that either party may assign its rights and duties hereunder in connection with its acquisition or the sale of al l or substantially all of its assets.
Any attempted assignment or delegation in violation of the preceding sentence shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permit ted assigns. ChargePoint is an independent contractor and shall not be deemed an employee or agent of you. The terms in this Agreement and in the applicable Support Scope and Terms constitute the complete agreement regarding any provision of Support Services by ChargePoint and supersede all prior agreements and discussions between the parties; provided, that in the event of any conflict between this Agreement and the applicable Support Scope and Terms or any other document the terms of the applicable Support Scope and Terms shall govern. In particular, any additional terms contained on your ordering instrument or other documents shall be of no force or effect. The parties shall comply with all applicable state, national and foreign laws and regulations.
In case any one or more of the provisions contained in this Agreement should be invalid, i llegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. This Agreement may not be modified or amended, except in writing signed by a duly authorized representative of each party.
9.3 Governing Law, Jurisdiction, ChargePoint Entities, and Dispute Resolution. The ChargePoint entity entering into this Agreement with you, the address to which you should direct notices under this
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Agreement, the governing law, and place of jurisdiction, shall be determined according to where you are domiciled:
If You are
domiciled in:
The
ChargePoint
Entity entering
into this
Agreement is:
Notices should be
addressed to:
Governing law is: Place of
jurisdiction:
Forum:
The United States
of America
ChargePoint,
Inc., a Delaware
corporation
Attn: Legal
Department
ChargePoint, Inc.
254 E Hacienda
Ave
Campbell, CA
95008
California and
controlling United
States federal law
Santa Clara,
California,
U.S.A.
Judicial
Arbitration
and Mediation
Services, Inc.
(JAMS)
Canada ChargePoint
Canada, Inc., a
British Columbia
corporation
Attn: Legal
Department
ChargePoint, Inc.
254 E Hacienda
Ave
Campbell, CA
95008
British Columbia
and controlling
Canadian federal
law
Vancouver,
British
Columbia,
Canada
ADR Institute
of Canada
This Agreement, and any disputes related to this Agreement, will be governed by the applicable “Governing Laws” above in the table above , without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
Except with respect to any matter relating to your violation of the intellectual property rights of ChargePoint, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be submitted to and finally settled by arbitration using the English language in accordance with the Arbitration Rules and Procedures of the appli cable Forum above then in effect, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. All claims shall be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of ChargePoint, such claim may be litigated in a court of competent jurisdiction. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs.
Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief.
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Standard Parts Warranty
Our Promise
This Standard Parts Warranty (“Warranty”) is offered by the applicable ChargePoint entity or entities referenced under the “Additional Information” section below (“CHARGEPOINT”) pursuant to these terms and conditions for purchasers (“you” and “your”) of electric vehicle charging station-related hardware (“Hardware”) purchased from CHARGEPOINT or one of its authorized resellers for your own use and not for resale . The Warranty is transferrable and is valid for U.S.A. and Canada only. The Warranty may only be transferred in the event you are subject to a sale, acquisition, or other similar corporate transaction. Additionally, such transfer must occur within three (3) months after the date of the commencement of the applicable w arranty, as further described below. The Warranty does not apply to CHARGEPOINT’S Home Flex products or any of its successor offerings (see CHARGEPOINT’S website for the applicable warranty for those products).
If you have purchased CHARGEPOINT Assure coverage and your applicable Hardware have been installed in accordance with the requirements for CHARGEPOINT Assure coverage, CHARGEPOINT will provide to you CHARGEPOINT Assure coverage and will, among other things, perform the monitoring, triage, coordination, and on-site repair or replacement services described in the CHARGEPOINT Assure Terms and Conditions of Service, which are separate from these terms and conditions. If you did not purchase CHARGEPOINT Assure coverage and/or do not comply with the installation requirements, then your applicable warranty coverage will be limited to that described herein.
LIMITED TWO -YEARS PARTS WARRANTY: Subject to the exclusions from warranty set forth below, CHARGEPOINT warrants that your (1) Hardware and/or (2) Hardware Accessory for your Hardware that you purchased from CHARGEPOINT, will be free from any defects in materials or workmanship for a period of two (2) years (“Warranty Period”). “Hardware Accessory” means the CHARGEPOINT-manufactured parts that are standalone and add-on parts that are used in connection with your charging station. Your Warranty Period for Hardware commences on the earlier to occur of (i) the date you activate your Hardware or (ii) six (6) months after the date your Hardware is shipped to you. Your Warranty Period for Hardware Accessory start after the date the applicable Hardware Accessory is shipped to you. If your Hardware and/or Hardware Accessory become defective during the Warranty Period, CHARGEPOINT will, upon written notice provided in accordance with the se terms and conditions , either repair or replace, at CHARGEPOINT’s election, Hardware and/or Hardware Accessory. The Warranty covers both parts and factory labor necessary to repair your Hardware and/or Hardware Accessory but does not include any on-site labor costs related to un-installing or repair of the defective Hardware and/or Hardware Accessory or reinstalling the repaired or replacement Hardware and/or Hardware Accessory. Notwithstanding anything otherwise in this Warranty, CHARGEPOINT warrants that the CHARGEPOINT -manufactured upgraded parts and/or accessories for your Hardware and/or Hardware Accessory that you purchase after the initial purchase of the applicable Hardware and/or Hardware Accessory will be free from any defects in materials or workmanship for a period of six (6) months. This six-month warranty coverage for the CHARGEPOINT -manufactured upgraded parts and/or accessories will commence on the date the items are shipped to or picked up by you.
PURCHASE OF EXTENDED PARTS WARRANTY . You may purchase, prior to the end of the Warranty Period, additional years of warranty coverage for your Hardware and/or Hardware Accessory beyond the Warranty Period (“Extended Parts Warranty”). The terms and conditions of the Warranty shall govern the Extended Parts Warranty.
Your purchase of Extended Parts Warranty includes CHARGEPOINT’s remote support service (“ Remote Support”), as defined and governed in the separate Remote Support Terms and Conditions found at www.chargepoint.com/legal/support-services (“Remote Support Agreement”). With respect to Remote Support, in the
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event of any inconsistency or conflict between the Remote Support Agreement and this Warranty, the Remote Support Agreement will prevail and control over this Warranty. CHARGEPOINT will send you an invoice for the coverage for Extended Parts Warranty that you order. Payment is due within thirty (30) days of the invoice date. If you have purchased multiple years of the Extended Parts Warranty and have chosen the annual payment option, then CHARGEPOINT will invoice each annual payment on the anniversary date of your Extended Parts Warranty coverage.
All payments shall be made in U.S. Dollars and may be made by check, wire transfer, ACH payment system or other means approved by CHARGEPOINT. Customer may not offset any amounts due to CHARGEPOINT hereunder against amounts due to Customer under this Agreement or any other agreement. Fees payable to CHARGEPOINT do not include any taxes and you are responsible for any and all such taxes. All payment obligations under the Extended Parts Warranty are non-cancelable and non-refundable. Late payments shall be subject to a charge equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum rate.
LIMITED OUT OF WARRANTY REPLACEMENT PARTS WARRANTY . Subject to the exclusions from warranty coverage set forth below, CHARGEPOINT warrants that any replacement parts for your Hardware and/or Hardware Accessory that are no longer covered under the Warranty Period, or Extended Parts Warranty as applicable, at the time of your purchase from CHARGEPOINT (“Out of Warranty Replacement Parts”) will be free from any defects in materials or workmanship for a period of six (6) months (“ Out of Warranty Replacement Parts Coverage Period ”).
Your Out of Warranty Replacement Parts Coverage Period commences on the date your Out of Warranty Replacement Part is installed to repair the applicable Hardware and/or Hardware Accessory. If your Out of Warranty Replacement Part becomes defective during the Out of Warranty Replacement Parts Coverage Period, then CHARGEPOINT will, upon written notice provided in accordance with the se terms and conditions , either repair or replace, at CHARGEPOINT’s sole discretion, the Out of Warranty Replacement Part. The warranty that applies to your Out of Warranty Replacement Part covers the cost to replace your defective Out of Warranty Replacement Part and associated shipping costs but does not include any on-site labor costs related to un-installing or repair of the defective Out of Warranty Replacement Part or reinstalling the repaired or replacement for the Out of Warranty Replacement Part.
Follow These Easy Steps to Obtain Warranty Service
1. Contact CHARGEPOINT to a ctivate your applicable w arranty through the installation and activation process , if applicable, for your Hardware.
2. If during the term of your applicable warranty you believe you have a n item that ceases to properly function per CHARGEPOINT’S specifications (“ Non-Functional Item ”), then contact Customer Service at https://www.chargepoint.com/support and request warranty service from CHARGEPOINT. At the time of your call, CHARGEPOINT will determine if your issue can be resolved remotely or will require a replacement item (“Replacement Item”).
3. If your issue cannot be resolved remotely, to ensure prompt and proper diagnosis and repair physical on -site troubleshooting of suspected defects, and coordination with CHARGEPOINT, must be performed by an electrician at your sole expense. If CHARGEPOINT determines that the defect appears to be covered by your applicable warranty and such warranty is still in effect, CHARGEPOINT will ship the Replacement Items to you or an electrician you designate. If CHARGEPOINT requires the return of the Non -Functional Item, CHARGEPOINT will provide to you a Return Material Authorization (“RMA”) number for you to reference when you return the Non-Functional Item for repair or replacement. You will be responsible for the receipt of Replacement Items and the return of the applicable Non - Functional Item. As part of the applicable warranty service process, you will be asked for the following:
a. A detailed description of the problems you are experiencing with the applicable item;
Version: 3.18.24 (NA)
b. The model number and serial number of the applicable item; c. Proof of purchase (such as a copy of the CHARGEPOINT invoice for the applicable item); and d. Shipping information
4. CHARGEPOINT will ship you the Replacement Item, at no charge to you, along with any RMA instructions. You will be responsible for the on-site labor to un-install, repair, and reinstall your Replacement Item.
5. Subject to CHARGEPOINT’S return policy referenced below, you may be required to ship the Non -Functional Item to CHARGEPOINT in accordance with any RMA instructions provided, including, without limitation, referencing the RMA number in the shipping document ation or on the shipping container. The Non -Functional Item must be returned in a shipping container (e.g. shipping container for the Replacement Item) designed to prevent damage to those items. All Non-Functional Items, whether covered under the applicable warranty or not, become the property of CHARGEPOINT.
6. If you do not return the Non -Functional Item in accordance with CHARGEPOINT’S return policy referenced below, CHARGEPOINT may invoice you for the value of the Replacement Item.
7. For more information on CHARGEPOINT’s return policy (“Return Policy ”) as it applies to the applicable warranty service, please visit www.chargepoint.com/legal/support-services. The Return Policy is incorporated by reference into these terms and conditions.
IMPORTANT
1. You are responsible for the proper installation and maintenance of the Hardware, Hardware Accessory, Replacement Item, and/or Out of Warranty Replacement Parts, including, without limitation, the de -installing of any such defective items sent to you.
2. Any service or repairs beyond the scope of the applicable warranty above will be performed upon your approval at CHARGEPOINT’s then prevailing labor rates and other applicable charges.
3. Hardware, Hardware Accessory, Replacement Items, and/or Out of Warranty Replacement Parts that are found by CHARGEPOINT not covered by the applicable warranty or otherwise ineligible for warranty service will be returned, repaired, or replaced, at your expense and at CHARGEPOINT’s standard charges, subject to your approval.
4. Please read carefully through the detailed descriptions of the applicable warranties above, the EXCLUSIONS FROM LIMITED PRODUCT WARRANTY, and the LIMITATIONS ON WARRANTY AND LIABILITY on the following pages to assure that your Hardware is eligible for the applicable warranty service without additional cost to you.
REPLACEMENT ITEMS
You acknowledge that Replacement Items and/or Out of Warranty Replacement Parts provided by CHARGEPOINT under the applicable warranty may be remanufactured or reconditioned item. If the exact model of the applicable item is no longer manufactured by CHARGEPOINT, then the Replacement Item may be a n item with substantially similar functionality. Any Replacement Items will be warranted for the remaining duration of the original Warranty.
EXCLUSIONS FROM WARRANTY
IMPORTANT: The applicable warranty on your Hardware, Hardware Accessory, Replacement Item, or Out of Warranty Replacement Part shall not apply to defects or service repairs resulting from the following:
• Improper site preparation or maintenance, improper installation, lack of commissioning service (if applicable to your Hardware), cosmetic damage such as scratches and dents, or normal aging.
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• Abuse, vandalism, damage or other problems caused by accidents, misuse or negligence (including but not limited to physical damage from being struck by a vehicle), or use of the item in a way other than as specified in the applicable CHARGEPOINT documentation.
• Installation, alteration, disassembly, modification or relocation of the item that was not approved in writing by CHARGEPOINT or performed by CHARGEPOINT or by a certified CHARGEPOINT installer or service provider. • Use of the item with software, interfacing, parts or supplies not supplied by CHARGEPOINT. • Damage as a result of extreme power surge, extreme electromagnetic field or any acts of nature. • Any repeated or excessive damage caused by you or third parties , as determined by CHARGEPOINT in its sole discretion.
• Vehicle to charger interoperability or communication issues. • Any other causes beyond the control of CHARGEPOINT.
IN ADDITION: The applicable warranty on your Hardware, Hardware Accessory, Replacement Item, or Out of Warranty Replacement Part shall not apply if the original identification markings (for example, serial numbers and trademarks) have been defaced, altered, or removed. THE APPLICABLE WARRANTY APPLIES ONLY TO YOUR HARDWARE,
HARDWARE ACCESSORY, REPLACEMENT ITEMS, OR OUT OF WARRANTY REPLACEMENT PARTS AND NOT TO ANY CHARGEPOINT SERVICE PLAN. CHARGEPOINT SPECIFICALLY DOES NOT WARRANT THAT ANY CHARGEPOINT SERVICES WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION.
LIMITATIONS ON WARRANTY AND LIABILITY
NO AGENT OF CHARGEPOINT IS AUTHORIZED TO ALTER OR EXCEED THE APPLICABLE WARRANTY OBLIGATIONS OF CHARGEPOINT. THE REMEDIES UNDER THE APPLICABLE WARRANTY ARE YOUR SOLE AND EXCLUSIVE REMEDIES. CHARGEPOINT MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OTHER THAN THE APPLICABLE WARRANTIES SET FORTH ABOVE. ALL OTHER WARRANTIES, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF CHARGEPOINT HAS BEEN INFORMED OF SUCH PURPOSE) OR AGAINST INFRINGEMENT, ARE EXCLUDED TO THE EXTENT PERMITTED BY LAW. IF ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED
UNDER APPLICABLE LAW, SUCH IMPLIED WARRANTY SHALL BE LIMITED IN DURATION TO THE APPLICABLE WARRANTY PERIOD DESCRIBED ABOVE. NO WARRANTIES APPLY AFTER EXPIRATION OF THE APPLICABLE WARRANTY PERIOD. Some states or jurisdictions do not allow the exclusion of express or implied warranties or limitations on how long an implied warranty lasts, so the above limitation may not apply to you.
CHARGEPOINT IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS, LOST DATA, LOSS OF USE,
OR COST OF COVER INCURRED BY YOU ARISING OUT OF OR RELATED TO YOUR PURCHAS E OR USE OF,
OR INABILITY TO USE HARDWARES, HARDWARE ACCESSORIES, REPLACEMENT ITEMS, AND/OR OUT OF
WARRANTY REPLACEMENT PARTS, UNDER ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN
CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF CHARGEPOINT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY
EVENT, THE CUMULATIVE LIABILITY OF CHARGEPOINT FOR ALL CLAIMS WHATSOEVER RELATED TO
HARDWARES, HARDWARE ACCESSORIES, REPLACEMENT ITEMS, AND/OR OUT OF WARRANTY REPLACEMENT PARTS WILL NOT EXCEED THE PRICE YOU PAID FOR THE APPLICABLE ITEM. THE
LIMITATIONS SET FORTH HEREIN ARE INTENDED TO LIMIT THE LIABILITY OF CHARGEPOINT AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Some states or jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
Version: 3.18.24 (NA)
ADDITIONAL INFORMATION
The ChargePoint entity entering into these terms and conditions with you, the address to which you should direct notices under these terms and conditions, the applicable governing law, and applicable place of jurisdiction , shall be determined according to where you are domiciled as follows:
If you are
domiciled
in:
ChargePoint
Entity entering
into these
terms and
conditions
with you:
Notices
should be
addressed
to:
Governing law: Place of
jurisdiction:
Forum:
The United
States of
America
ChargePoint,
Inc., a Delaware
corporation
Attn: Legal
Department
ChargePoint,
Inc. 254 E
Hacienda Ave
Campbell, CA
95008
California and
controlling
United States
federal law
Santa Clara,
California, U.S.A.
Judicial
Arbitration and
Mediation
Services, Inc.
(JAMS)
Canada ChargePoint
Canada, Inc., a
British
Columbia
corporation
TBD British
Columbia and
controlling
Canadian
federal
law
Vancouver, British
Columbia,
Canada
ADR Institute
of Canada
These terms and conditions , and any disputes related to the se terms and cond itions, will be governed by the applicable “Governing law” referenced above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
Except with respect to any matter relating to your violation of the intellectual property rights of CHARGEPOINT, any disputes, actions, claims or causes of action arising out of or in connection with these terms and conditions shall be submitted to and finally settled by arbitration using the English language in accordance with the Arbitration Rules and Procedures of the applicable Forum above then in effect, by one or more commercial arbitrator(s) with substantial experience in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. All claims shall be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of CHARGEPOINT, such claim may be litigated in a court of competent jurisdiction. The prevailing party in any dispute arising out of these terms and conditions shall be entitled to reasonable attorneys’ fees and costs. Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief.
The applicable warranties set forth in this document are the entire and exclusive agreement between you and CHARGEPOINT with respect to its subject matter, and any modification or waiver of any provision of this statement is not effective unless expressly set forth in writing by an authorized representative of CHARGEPOINT.
ChargePoint Return Policy for Warranty and Out-of-Warranty Parts The goal of ChargePoint’s return policy for in-warranty and out-of-warranty parts is to make it easy and fast for you (our customer) to repair or replace your ChargePoint charging stations and accessories, while reducing our impact to the environment and your costs by encouraging the return and refurbishment of Non-Functional Items whenever possible.
This return policy applies to Non-Functional Items under Warranty, Extended Parts Warranty, and/or of Out of W arranty Replacement Parts replaced pursuant to the terms and conditions of ChargePoint’s Standard Parts Warranty found at: https://www.chargepoint.com/legal/support-services (“Standard Parts Warranty”). This return policy also applies to Non-Functional Items related to your initial purchase of parts for out-of-warranty repairs. Unless otherwise defined in this return policy, d efined terms used in this return policy are defined in the Standard Parts Warranty.
Advance Replacement
After you receive a Replacement Item through ChargePoint’s warranty service (as described in the Standard Parts Warranty), or through the purchase of a Replacement Item for out-of-warranty repairs, ChargePoint may require, in its discretion, you to return the Non-Functional Item. If ChargePoint requires you to return the Non-Functional Item, then ChargePoint will provide to you a Return Material Authorization (“RMA”) number for you to reference when you return the Non-Functional Item. Shipping charges, if any, will be described in the RMA instructions.
Non-Return Policy
1. Most of ChargePoint’s Replacement Items, when provided by ChargePoint and accompanied by an RMA for the Non-Functional Item, come with an associated charge assessed in case the Non- Functional Item is not properly returned (“Non-Return Fee”). The Non-Return Fee reflects the value of the applicable Non-Functional Item, created by refurbishing it to comply with ChargePoint’s specifications.
2. Non-Return Fees only apply to RMAs issued for repairs performed with labor provided by Customer, whether such labor is done by Customer or a third party authorized by Customer . If ChargePoint provides the labor for repairs, whether such labor is done by ChargePoint or a third party authorized by ChargePoint, then no Non-Return Fee will be assessed to Customer.
3. Non-Return Fees are set at 50% of then -current retail price of the Replacement Item, unless determined otherwise by ChargePoint. Non-Return Fees are only invoiced if the Non-Functional item has not been returned in full (i.e. not all parts and components have been returned), or if the Non-Functional Item was returned to ChargePoint, but ChargePoint has determined that damage, due to your improper shipment packaging as part of the RMA , to the Non -Functional Item prevents ChargePoint from refurbishing such item.
4. When you return the Non -Functional Item to ChargePoint, you are required to write the RMA number on the outside of your return package and/or in the space provided on the shipping label, and include a copy of our RMA form. If instructions that are provided with your RMA conflict with
the instructions set forth in this return policy, then please follow the instructions provided with your RMA.
5. When ChargePoint receives your Non-Functional item, ChargePoint will inspect it to verify that all parts have been returned and determine whether it can be refurbished and if not, whether the damage preventing refurbishment is due to improper packaging.
6. The Non-Return Fee is refunded in full, minus any missing or misused parts, once the returned Non-Functional Item passes inspection. ChargePoint does not invoice for the Non-Return Fee until 30 days after shipment of the Replacement Item if the Non-Functional Item is not returned, or upon failing inspection. If the Non-Functional Item is returned within 30 days after shipment of the Replacement Item and passes the inspection described in point 5 above, you will not be invoiced for the Non-Return Fee. Returned Non-Functional Items must be complete and free of damage due to improper packaging that prevents refurbishment for you not to be invoiced for the Non-Return Fee.
7. Returns of Non-Functional Items are accepted within 30 days after your purchase (this return window may be modified, from time to time, by ChargePoint), or provision under the applicable warranty, of the Replacement Item. Non-Functional Items returned must be the same as the unit specified in the RMA document, usually the same as the Replacement Item or a predecessor version.
Frequent Returned Non-Functional Item Rejection Causes
The following are the most common reasons for ChargePoint to reject returned Non-Functional Items subject to the inspection described above. Please take care when returning your Non-Functional Items:
• Missing parts;
• Part number mismatch ( Non-Functional Item returned does not match part number originally purchased, specified on the RMA); and/or
• Not packaged in the manufacturer’s box for the original or replacement part, or other packaging that prevents damage in transit.
Revised 3.4.2024 1
TERMS AND CONDITIONS OF
PURCHASE
1. Placement of Orders.
A. Purchase of Products. These Terms and Conditions of Purchase (“ Terms”) govern the purchase of (i) ChargePoint’s hardware products, including without limitatio n, electric vehicle charging station(s) (“ChargePoint Hardware”), and/or (ii) third party-provided hardware sold by ChargePoint (“Third Party Hardware”) (subsections A(i) and A(ii) herein are collectively defined as “Products”) by you or the legal entity you represent (“Company”) from the applicable ChargePoint entity as defined in Section 7.G below (“ChargePoint”). ChargePoint and Company are collectively defined as “ Parties,” and each are individually a “ Party.” Company’s purchase of Products from ChargePoint shall be legally binding by a written Accepted Order specifying the quantity and model of Products to be purchased and 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 applicable Accepted Order). Company’s purchase of Products is subject to the terms and conditions described in these Terms. In the event there are terms and conditions in the Accepted Order that conflict with these Terms, then these Terms will supersede and control in such event.
Company acknowledges and agrees its purchase of Third Party Hardware may be subject to additional terms and conditions and/or different warranty coverage than the Warranty (as defined below) – see https://www.chargepoint.com/legal/support-services (“Third Party Warranty Terms”) for further details.
B. Acceptance of Purchase Orders . All purchase orders , and modifications to purchase orders, for Products are subject to acceptance or rejection by ChargePoint in its sole discretion.
No purchase order shall be legally binding on ChargePoint until it is accepted in writing by ChargePoint (“Accepted Order”). ChargePoint agrees to use commercially reasonable efforts to notify Company of Accepted Order(s) or rejection of purchase orders within ten (10) business days after receipt thereof. Accepted Orders are non-cancelable, non-returnable, and non-refundable.
C. Refusal of Purchase Orders . ChargePoint may withhold shipments of Products to Company if Company exceeds its applicable credit limit (if any), has not provided prepayment (if applicable), is in violation of its payment obligations to ChargePoint , and /or otherwise is in material breach of these Terms.
D. Stations Require Subscription to Cloud Services. Products are designed to work with ChargePoint’s cloud-based services (“Cloud Services”). Company’s access to and use of Cloud Services requires its acceptance of the then-current version of ChargePoint’s Master Services and Subscription Agreement, which may be updated from time to time by ChargePoint.
2. Delivery
A. Shipping Costs; Terms. All shipment of Products , unless otherwise agreed to by the Parties in writing, shall be FCA ChargePoint’s warehouse. Notwithstanding the foregoing, certain Products, including without limitation Third Party Hardware, may ship directly from the manufacturer of such Products or from a third party as authorized by such manufacturer. In such cases, shipping shall be FCA applicable third party’s warehouse. Company is responsible for all costs of shipping, transportation, insurance, warehousing, and other charges and costs Revised 3.4.2024 2
associated with the shipment of Products to Company. All shipping dates are approximate and are based upon prompt receipt of all necessary information from Company. In no event shall ChargePoint be liable for any costs related to the delay in delivery of the Products. Company's sole remedy for any material delay in delivery of the Products is to cancel the applicable order.
B. Transfer of Title . Delivery of Products to Company shall be completed upon delivery of the Products to Company's freight forwarder. Risk of loss and damage to Products shall pass to Company upon the delivery of such Products to such freight forwarder. ChargePoint shall use commercially reasonable efforts to deliver Products ordered by Company on the scheduled delivery date. All claims for non-conforming shipments must be made in writing to ChargePoint within twenty (20) days of the passing of the risk of loss and damage, as described above. Any claims not made within such period shall be deemed waived and released.
C. Substitutions. ChargePoint shall have the right to make substitutions and modifications to Products, including without limitation, the specifications of Products to be delivered pursuant to the applicable Accepted O rder; provided that , such substitutions or modifications will not materially affect the Product's form, fit, function, or safety specifications.
3. Invoicing and Payment
A. Invoicing. Unless otherwise agreed in writing by the Parties, ChargePoint shall issue an invoice to Company on or after the date it ships the ordered Products; provided that, ChargePoint may condition Accepted Order(s) on such credit and/or prepayment terms that ChargePoint determines, in its sole discretion, is necessary for such Accepted O rder(s), including without limitation, Company’s prior payment history and/or the quantity size of the order. If there is any change to the applicable credit and/or prepayment terms, no purchase order or acceptance thereof will be effective until Company has consented to such changes in writing thereto. If Company causes a delay in delivery, ChargePoint may issue its invoice at any time on or after the scheduled delivery date.
B. Payment Terms. ChargePoint will invoice Company at time of shipment of the Products.
All invoices shall be paid within thirty (30) days of Company’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 Company’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 ChargePoint. All sales are final, and Company shall have no right of return ; provided that, ChargePoint shall comply with its obligations under the Warranty (as defined below).
D. Taxes, Duties, Etc . All amounts due to ChargePoint under these Terms and/or any applicable Accepted Orders 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, Canada or any foreign, state or local governmental entity, country or regional authority, or instrumentality thereof on the purchase, shipment, use or sale of the Products by or to Company, other than taxes measured by ChargePoint's income, corporate franchise, or personal property ownership. Where applicable, ChargePoint shall bill Company for the full amount of such taxes and shall include such amount Revised 3.4.2024 3
as a separate line item on the invoice(s) sent to the Company; provided that, ChargePoint’s failure to so bill the Company shall not relieve Company from the obligation to pay any Tax described in this section.
E. Payment Currency. All amount payable under these Terms shall be paid in United States dollars or if Company is located in Canada, then Canadian dollars. If Company is located outside of the United States, Company agrees to take all necessary actions required, including without limitation, registration of these Terms and application for permission to make payments to ChargePoint hereunder, with the appropriate government authorities in the Company’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 Company's jurisdiction, as soon as reasonably practicable after Company’s acceptance of these Terms. Company shall remit payment to ChargePoint, at Company’s option (i) via wire, ACH transfer, or other form of electronic payment (acceptable to ChargePoint) to an account designated by ChargePoint in writing from time to time or (ii) by check, made out to ChargePoint, Inc.
F. All Orders Subject to Credit Approval . All orders are subject to credit approval by ChargePoint. The amount of credit or terms of payment may be changed or credit withdrawn by ChargePoint in its reasonable discretion , without advance notice. ChargePoint may, in its discretion, (i) withhold further manufacture, performance or shipment; (ii) require immediate cash payments for past and future shipments or performance; (iii) require other security satisfactory to ChargePoint before further manufacture, performance or shipment is made; and /or (iv) may, if shipment has been made, recover Products from the carrier pending receipt of such assurances.
G. Provisions Relating to Shipments in Lots . If the applicable Accepted Order requires or authorizes delivery of Products in separate lots, shipments or milestones to be separately accepted by Company, Company may only refuse such portion of a lot, shipment or milestone that fails to comply with the requirements of such purchase order. Company may not refuse to receive any lot or portion thereof for failure of any other lot or portion or a lot to be delivered or to comply with these Terms, unless such right of refusal is expressly provided for on the face hereof. Company shall pay for each lot in accordance with the se Terms. Products held for Company are at Company’s sole risk and expense.
H. Prices do not include Freight, Etc. Except to the extent expressly stated in the applicable Accepted Order(s), ChargePoint’s prices do not include any freight, storage, insurance, taxes, excises, fees, duties, or other government charges related to the goods, and Company shall pay such amounts or reimburse ChargePoint for any amounts ChargePoint pays. If Company claims a tax or other exemption or direct payment permit, it shall provide ChargePoint with a valid exemption certificate or permit and indemnify, defend, and hold ChargePoint harmless from any taxes, costs and penalties arising out of same. ChargePoint’s prices include the costs of its standard domestic packing, only. Any deviation from this standard packing (domestic or export), including U.S. Government sealed packing, shall result in extra charges. To determine such extra charges, Company should consult with ChargePoint’s sales offices. Any 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 Company’s account.
I. Disputes. If Company disputes any portion or all of an invoice issued by ChargePoint , Revised 3.4.2024 4
then it shall notify ChargePoint in writing of the amount in dispute and the reason for its disagreement within twenty-one (21) days of receipt of such invoice. The undisputed portion of any issued invoice 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 ChargePoint.
J. Remedies upon Payment Default. If Company breaches these Terms, then ChargePoint may, in addition to any other rights or remedies it may have at law or otherwise and subject to any cure rights of Company, declare the entire balance of Company’s account immediately due and payable or foreclose any security interest in the delivered Products. If any unpaid balance is referred for collection, Company agrees to pay ChargePoint, to the extent permitted by applicable law, reasonable attorneys’ fees in addition to all damages otherwise available, whether or not litigation is commenced or prosecuted to final judgment, pay any court costs or expenses incurred by ChargePoint and any finance charges accrued on any unpaid balance owed by Company.
K. Suspended Shipments. ChargePoint reserves the right to suspend further shipments of Products if Company is more than thirty (30) days late in payment of an undisputed invoice.
ChargePoint reserves the right to terminate any order and/or shipment of Products if Company is more than sixty (60) days late in payment of an undisputed invoice.
4. Installation
Unless otherwise agreed by the Parties in writing, Company shall be responsible, as between the Parties, for arranging for the installation and provisioning of the Products and any associated costs thereof. At Company’s request, ChargePoint may provide the names and contact information of one or more installers of Products; provided that, in providing such information ChargePoint 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 BETWEEN THE
PARTIES, CHARGEPOINT IS NOT RESPONSIBLE FOR , AND WILL NOT BE LIABLE FOR,
THE QUALITY OF ANY INSTALLATION AND/OR PROVISIONING SERVICES OF THE
PRODUCTS OR ANY CLAIM IN ANY WAY RELATING TO OR RESULTING FROM SUCH SERVICES.
Certain Products may require an onsite review and confirmation that the installation of Company’s purchased Product(s) meet all ChargePoint specifications (“ Commissioning”).
Company’s purchase of Commissioning is subject to and governed by the terms and conditions for Commissioning, which may be found at https://www.chargepoint.com/legal/deployment- consulting-services .
5. Warranties/Limitation of Liability
A. Warranty. ChargePoint Hardware is covered by the terms and conditions of ChargePoint’s Standard Parts Warranty (“Warranty”) and Third Party Hardware is covered by the terms and conditions of Third Party Warranty Terms , both may be found at https://www.chargepoint.com/legal/support-services. The applicable terms and conditions of the Warranty and Third Party Warranty Terms are hereby incorporated by reference into these Terms. Unless otherwise agreed by the Parties in writing, Third Party Hardware is covered by the terms and conditions of the warranty of the manufacturer of the applicable Third Party Revised 3.4.2024 5
Hardware, as described in the Third Party Warranty Terms.
B. Post-Warranty Maintenance. Company acknowledges and agrees that to obtain Warranty- related and/or other maintenance services for ChargePoint Hardware after the expiration of the Warranty-related coverage for purchased ChargePoint Hardware , Company must purchase extended warranties and/or maintenance agreements 180 days prior to the expiration of the initial Warranty from either directly from ChargePoint or an authorized ChargePoint reseller or distributor. If the initial Warranty has expired more than 180 days , then Company will need to contact ChargePoint for eligibility requirements to purchase extended warranties and/or maintenance agreements for ChargePoint Hardware.
C. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5,
NEITHER CHARGEPOINT NOR ANY OF ITS SUPPLIERS MAKES ANY WARRANTY WITH
RESPECT TO THE PERFORMANCE OF THE PRODUCTS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. CHARGEPOINT AND ITS SUPPLIERS EXPRESSLY
DISCLAIM ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS BY THE PRODUCTS, OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CHARGEPOINT DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF 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 CHARGEPOINT OR ITS SUPPLIERS BE LIABLE TO COMPANY 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. COMPANY’S SOLE REMEDY FOR ANY BREACH BY CHARGEPOINT OF ITS
OBLIGATIONS OR WARRANTIES UNDER THESE TERMS SHALL BE LIMITED TO, AT CHARGEPOINT’S OPTION, REPAIR OR REPLACEMENT OF THOSE PRODUCTS TO
WHICH SUCH BREACH IS APPLICABLE OR REFUND BY CHARGEPOINT OF ALL OR A PART OF THE PURCHASE PRICE OF THE NON-CONFORMING PRODUCTS.
E. Warranty Exclusions. Warranty and Third Party Warranty Terms are subject to certain exclusions as more fully described in the respective documents . COMPANY HAS BEEN
INFORMED AND UNDERSTANDS THAT, IN THE EVENT ANY SUCH EXCLUSION
BECOMES APPLICABLE, ALL APPLICABLE REPRESENTATIONS AND WARRANTIES CONTAINED IN THESE TERMS SHALL IMMEDIATELY BECOME NULL AND VOID.
F. Exclusive Remedies. THE REMEDIES CONTAINED IN SECTION 5 ARE COMPANY’S
SOLE AND EXCLUSIVE REMEDIES AND ARE IN LIEU OF ANY OTHER RIGHTS OR
REMEDIES COMPANY MAY HAVE AGAINST CHARGEPOINT WITH RESPECT TO NONCONFORMANCE OF THE PRODUCTS.
Revised 3.4.2024 6
6. Intellectual Property
A. Restrictions on Use . Company shall not: (i) create derivative works based on the Products, (ii) copy, frame or mirror any part or content of the Products, (iii) reverse engineer any Products, and/or (iv) access or use the Products for any improper purpose whatsoever, including without limitation, to (1) build a competitive product or service, and/or (2) copy any features, functions, interface, graphics or “look and feel” of the Products.
B. Ownership of Intellectual Property. As between the Parties, all right, title and interest in and to any intellectual property related in any way to the ChargePoint Hardware is, and shall remain, the exclusive property of ChargePoint. 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 info rmation, 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 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 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. If any provision of these Terms shall become unenforceable or invalid under any applicable law or be so held by 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 int erpreted 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 ChargePoint nor Company 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 Company and Revised 3.4.2024 7
ChargePoint 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 assignor or any similar event (collectively, “Acquisition Transactions”). Notwithstanding any Acquisition Transaction, Company shall not assign these Terms to any competitor of ChargePoint without ChargePoint’s prior written consent, which shall be subject to its sole discretion. Any attempted assignment in violation of this provision shall be void.
F. Notices. Any notice, request, demand or other communication by these Terms required or permitted to be given by one part to the other shall be given in writing by email with 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. Governing Law, Jurisdiction and Dispute Resolution . The ChargePoint entity entering into these Terms with the Company, the address to which Company should direct notices under these Terms , the applicable governing law, and applicable place of jurisdiction , shall be determined according to where Company is domiciled as follows:
If Company
is domiciled
in:
ChargePoint
Entity
entering into
these Terms
with
Company:
Notices
should be
addressed to:
Governing law: Place of
jurisdiction:
Forum:
The United
States of
America
ChargePoint,
Inc., a
Delaware
corporation
Attn: Legal
Department
ChargePoint,
Inc. 254 E
Hacienda Ave
Campbell, CA
95008
California and
controlling
United States
federal law
Santa Clara,
California, U.S.A.
Judicial
Arbitration
and
Mediation
Services, Inc.
(JAMS)
Canada ChargePoint
Canada, Inc.,
a British
Columbia
corporation
TBD British
Columbia and
controlling
Canadian
federal
law
Vancouver,
British Columbia,
Canada
ADR
Institute of
Canada
These Terms , and any disputes related to these Terms , will be governed by the applicable “Governing law” referenced above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
Except with respect to any matter relating to Company’s violation of the intellectual property rights of ChargePoint, any disputes, actions, claims or causes of action arising out of or in connection with these Terms shall be submitted to and finally settled by arbitration using the English language in accordance with the Arbitration Rules and Procedures of the applicable Forum above then in effect, by one or more commercial arbitrator(s) with substantial experience Revised 3.4.2024 8
in the industry and in resolving complex commercial contract disputes. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. All claims shall be brought in the Parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. With respect to any matter relating to the intellectual property rights of ChargePoint, such claim may be litigated in a court of competent jurisdiction. The prevailing Party in any dispute arising out of these Terms shall be entitled to reasonable attorneys’ fees and costs.
Notwithstanding the foregoing, each Party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief.
H. Entire Agreement. These Terms and the attachments hereto (if any) 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.
I. English Language Governs. Where ChargePoint has provided Company with a translation of the English language version of these Terms , Company agrees that such translation is provided for its convenience only and that the English language version of these Terms governs Company’s relationship with ChargePoint. If there is any conflict between the applicable translation and the English language version of these Terms, it is the express wish of the Parties these Terms and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des Parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.
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Installation, Commissioning, and Activation:
Scope and Terms
Installation, Commissioning, and Activation are Services provided by ChargePoint to address the needs of our customers in the following ways:
Description of Services.
Installation. Once Site Preparation (as defined below) is completed by a customer who purchases (a) ChargePoint-manufactured electric vehicle charging station(s) or hardware and/or (b) third party-provided hardware sold by ChargePoint (subsections (a) and (b) are collectively defined as “Products”), a ChargePoint Operations and Maintenance partner (“O&M Partner”) will mount the Products on its anchor hardware or concrete pedestal and terminate the wires (“Installation”). See the “Key Tasks and Requirements” section below for further details and requirements for Installation.
Commissioning. After the Products are anchored and wires are terminated, a ChargePoint, or a third party authorized by ChargePoint to undertake Commissioning (“Authorized Commissioning Partner ”), will perform various assessments, including without limitation, energize the charging hardware, complete any required configuration and pinpointing steps, and validate the Product was installed in accordance with ChargePoint’s specifications (“Commissioning”). Customer is required to purchase Commissioning from ChargePoint with its purchase of any ChargePoint-manufactured DC charging hardware. Commissioning may also be required for third party-manufactured DC charging stations – please inquire with ChargePoint for the latest requirements. See the “Key Tasks and Requirements” section below for further details and requirements for Installation.
Activation. ChargePoint will assist the customer with the onboarding, configuration, and activation of customer’s entitlements, including without limitation, entitlements to ChargePoint’s cloud management platform (“ChargePoint Cloud Platform”) in connection with the Products (“Activation”). See the “Key Tasks and Requirements” section below for further details and requirements for Activation , including ChargePoint’s onboarding guide at https://chargepoint.ent.box.com/v/gettingstarted for a detailed overview of the process for Activation.
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Key Tasks and Requirements.
Please review the table below for a summary of the key tasks and requirements for the Services described above. All the Services described are subject to the ChargePoint Deployment and Consulting Terms and Conditions, as amended from time to time by ChargePoint, found at https://www.chargepoint.com/legal/deployment-consulting-services. Any capitalized term not otherwise defined in this Scope and Terms document are defined in the Deployment and Consulting Services Terms and Conditions.
Task Activity
0 Service
Prerequisites
Customer, or a third-party contractor separately procured by customer, must complete the “ Service Prerequisites” listed under the Additional Terms and Conditions section below. In addition, customer is required to complete and/or submit all required documentation described in the ChargePoint’s “welcome email,” which initiates the activation and onboarding process for customer’s purchased Product to connect and interoperate with ChargePoint’s Cloud Platform (“Welcome Email”).
Installation
1 Scheduling ChargePoint will assign an O&M Partner to customer’s work order, and O&M Partner will reach out to customer to schedule a date to perform the Installation.
2 Safety Protocol Once on-site at customer’s proposed site for Installation, O&M Partner will apply lock out/tag out (LOTO) to ensure Installation can be done in accordance with applicable safety requirements , site requirements, ChargePoint’s Health and Safety Policy, a copy of which may be requested from ChargePoint.
3 Electrical
Assessment
O&M Partner will assess, measure, and verify the following in accordance with the Site Design Guide and Installation Guide (as both are defined below):
• Protection devices (e.g. disconnects, breakers, fuses) • AC and DC Conductors (size, type, rating)
• Breaker panels
• Transformer configurations (Wye – secondary, input voltage) • Communication cables (e.g. routing, termination, pinout)
4 Civil Work
Assessment
O&M Partner will assess, measure, and verify the following in accordance with the Site Design Guide:
• ADA compliance to the extent specified in the Site Design Guide • Concrete pad, anchor bolts, and conduits comply with required specifications
• Wiring, circuit protection, and metering are in place
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5 Mechanical Stand
Up
O&M Partner will mount the Product on the anchor hardware, terminate wiring, and if the Product is paired then terminate the AC and DC conductors and install the communication cable.
6 Cellular Signal O&M Partner will check the cellular signal strength and quality comply with specifications described at https://chargepoint.ent.box.com/v/misc- tn1416-enus.
7 Charging Station
Energization and
Configuration
For AC charging stations, O&M Partner will remove the lock out/tag out (LOTO), energize the charging station, complete hardware power configuration (and pairing if applicable), and apply any firmware updates.
For DC charging stations, please refer to the Commissioning portion of the “Key Tasks and Requirements” table.
8 Pinpointing For AC charging stations, O&M Partner will associate the Product with specific coordinates (latitude and longitude) so it can be found on ChargePoint’s charging network map.
For DC charging stations, please refer to the Commissioning portion of the “Key Tasks and Requirements” table.
9 Completion O&M Partner will then assess the Products for:
• Integrity of subsystems and components
• Cleanliness
• Cabling and harnesses
• Proper terminations
• Hardware integrity and damage
• Proper application of labels
• Displays
If the applicable Product fails to pass the above-described assessment, then ChargePoint will inform customer of the issue(s) identified in such assessment and pause the Installation until customer remediates the issues to the satisfaction of ChargePoint. As between the parties, it is the sole responsibility of customer to address and fix the issues identified in the above-described assessment.
Once the applicable Product passes the above-described assessment to the satisfaction of ChargePoint, O&M Partner will call ChargePoint to report the completion of such assessment.
Commissioning
1 Scheduling Customer must comply with the “Scheduling of Commissioning” requirements listed under the Additional Terms and Conditions section below.
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2 De-Energization Once on -site at the customer’s proposed site for Commissioning , ChargePoint’s Authorized Commissioning Partner will apply lock out/tag out (LOTO) in adherence with customer-specific site requirements, as specified by customer during the scheduling for Commissioning, and ChargePoint’s Health and Safety Policy (a copy of which may be requested from ChargePoint), and other requirements ChargePoint deems necessary, in its sole discretion, relating to de-energizing the applicable Product.
3 Site Assessment ChargePoint’s Authorized Commissioning Partner will assess the following in accordance with the Site Design Guide and Installation Guide:
• ADA Compliance to the extent specified in the Site Design Guide • Cellular repeater configuration (make, model, line of sight) • Hardware protection (bollards, wheel stops)
4 Civil/Environmental
Assessment
ChargePoint’s Authorized Commissioning Partner will assess the following in accordance with the Site Design Guide and Installation Guide:
• Product installation (concrete pad dimensions, slopes, water entrapment)
• Conduit runs
• Product serviceability (clearance, slopes, ventilation)
5 Mechanical
Assessment
ChargePoint’s Authorized Commissioning Partner will assess the following in accordance with the Installation Guide:
• Product torquing (electrical cables, mounting, anchoring hardware, surface conduit entry kits, markings/labeling)
• Product leveling
6 Electrical
Assessment
ChargePoint’s Authorized Commissioning Partner will assess, measure, and verify the following in accordance with the Installation Guide:
• Protection devices
• AC and DC Conductors (size, type, rating, bend radius, clearance, termination)
• Transformer configurations (Wye – secondary, input voltage) • Grounding impedance
• Communication cables (routing, termination, pinout)
• Labeling
7 Product
Assessment
ChargePoint’s Authorized Commissioning Partner will assess the following for the Product in accordance with the Installation Guide:
• Integrity of subsystems and components
• Cleanliness
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• Cabling and harnesses
• Proper terminations
• Hardware integrity and damage
• Proper application of labels
• Displays
8 Cellular Signal ChargePoint’s Authorized Commissioning Partner will check the cellular signal strength and quality comply with specifications described at https://chargepoint.ent.box.com/v/misc-tn1416-enus.
9 Product
Energization and
Configuration
If any of the described assessments for Commissioning (as described in this table) identify critical non -conformities, then ChargePoint will inform customer of the issue(s) identified in the applicable assessment and pause the Commissioning until customer remediates the issues to the satisfaction of ChargePoint. As between the parties, it is the sole responsibility of customer to address and fix the issues identified in the previously described assessments. Critical non-conformities include, without limitation, flaws in Site Preparation and/or installation work that pose a safety risk , as determined by ChargePoint.
If there are no critical non-conformities with the described assessments for Commissioning (as described in this table) , then ChargePoint’s Authorized Commissioning Partner will remove the lock out/tag out (LOTO), to energize the Product, complete hardware power configuration (and pairing if applicable), and apply any firmware updates; provided that, customer also complies with the Additional Terms and Conditions section below.
10 Pinpointing ChargePoint’s Authorized Commissioning Partner will associate the Product with specific coordinates (latitude and longitude) so it can be found on ChargePoint’s charging network map.
11 Completion ChargePoint’s Authorized Commissioning Partner will submit the completed Commissioning-related forms to ChargePoint for ChargePoint’s review of such forms for accuracy, completeness, and description of any critical and non-critical non-conformities.
ChargePoint may, upon written request by customer, provide a Commissioning-related punch list report after the successful completion of Commissioning.
Activation
1 Customer
Onboarding
Once the Product is installed, or in the case a DC charging station has been successfully completed Commissioning , ChargePoint will verify whether customer completed the “Service Prerequisites” described in the Additional Terms and Conditions below.
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2 Configuration ChargePoint will (a) configure customer’s access to the ChargePoint Cloud Platform in accordance with the Station Activation & Configuration Form (provided with Welcome Email ), which reflects the configuration setting (e.g. RFID reader) that ChargePoint sets up for each Product use by drivers; (b) apply access and pricing policies to customer’s organizations created on the ChargePoint Cloud Platform, and (c) add customer’s initial set of Product to the ChargePoint Cloud Network.
3 Provisioning ChargePoint will review cloud and warranty entitlements associated with the customer’s organizations on ChargePoint’s Cloud Platform and apply them to the applicable Products.
Additional Terms and Conditions.
• Site Preparation. Customer, or the third party contractor customer separately hires to perform the Site Preparation, are responsible for the compliance of the site design, construction and/or installation work with ChargePoint’s Site Design Guide(s) and/or Installation Guide(s), for the Product (“Site Preparation”). For clarity, customer is not responsible for the installation of the Product portion of Site Preparation if customer purchases Installation from ChargePoint. In connection with Site Preparation, each customer is responsible , for the following:
1. Site design in accordance with ChargePoint’ site design guide(s), which can be found at https://www.chargepoint.com/products/guides/ (“Site Design Guide(s)”);
2. Product installation in accordance with ChargePoint’s installation guide(s), which can be found through ChargePoint University (“Installation Guide(s)”); and
3. Any costs associated with delays or cost overruns for correcting any non-conformities with the applicable Site Preparation, as identified by ChargePoint’s Authorized Commissioning Partner.
• Service Prerequisites. Customer is required to complete the following before any of the Services described above may be scheduled and/or completed by ChargePoint :
1. Network Manager Account. Create a Network Manager Account on ChargePoint Cloud Platform.
2. MSSA. Accept ChargePoint’s Master Services and Subscription Agreement ( “MSSA”), displayed during the Network Manager Account creation process.
3. Activation Form. Complete the Station Activation and Configuration Form (SAF) provided via Welcome Email.
4. Construction Signoff Form. If customer purchases Installation, then customer must complete the Construction Signoff Form, including without limitation providing any requested site photos, in response to the Welcome Email. The purpose of the Construction Signoff Form is to allow ChargePoint to confirm that the site complies with the specifications for Site Design and Installation Guide, including without limitation,
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verifying mechanical, electrical, and civil/environmental compliance, prior to sending an O&M Partner to the site.
5. Insulation Testing Report. If customer purchases Commissioning, then an insulation testing report (subject to availability from customer) will be provided for all AC and DC cables between the balance of plant, stations , and equipment installed in between the Product.
6. Contractor Availability. If customer purchases Commissioning, then customer must confirm that its c ontractor, selected by customer to install the applicable Product, is scheduled to be on site during the scheduled visit for Commissioning.
7. Scheduling of Commissioning. Customer is responsible for scheduling Commissioning with ChargePoint using the Commissioning request form provided by ChargePoint. The Commissiong request form is provided at the same time as the Welcome Email. Note the current requirements for scheduling: (1) a minimum two-week notice is required for scheduling; (2) a 72-hour notice is required for rescheduling the applicable Commissioning appointment; and (3) a rescheduling fee may be assessed to customer for any rescheduling or cancellations outside of the 72-hour notice requirement.
• Relocation of DC Charging Hardware . If customer relocates DC charging hardware after Commissioning has been completed, then such relocation will require the DC charging hardware to be Commissioned again. Please review Commissioning requirements above.
• Relocation of Products. If customer relocates any Product after Activation has been completed, then such relocation will require the Product to undergo Activation again. Please review Activation requirements above.
• Voiding Services. Customer’s failure to meet their responsibilities described in this document may release ChargePoint from any obligations to perform and complete the applicable Services (i.e.
Installation, Commissioning or Activations ). ChargePoint is not responsible or liable for the reliability and/or safe operation of DC charging stations that have not undergone Commissioning.
• Remediation and Additional Fees. If customer fails to meet any of its obligations for the Services described in this document, including without limitation, remediating any identified non- conformities, failure to pass the applicable assessments, and/or failure to complete any necessary preparation work for Installation and/or Commissioning, then customer acknowledges and agrees (1) ChargePoint is released from any further obligations to perform or complete the Service(s) purchased by customer; (2) ChargePoint is not responsible or liable for the reliability or operation of the Product in question; and (3) ChargePoint is n ot obligated to perform any Activation for customer. Customer may be required to pay additional fees for (a) re-scheduling of Installation and/or Commissioning ; and/or (b) re-Commissioning of DC charging hardware.
Managed Electrification Scope & Terms
Managed Electrification is a portfolio of best-in-class professional services specifically designed to ease the transition to electric mobility. From route planning and energy modeling to design, contractor procurement, and construction project management, we work with you to make informed charging decisions for every step of your EV charging project (the ”Project”).
Our in-house experts create a customized solution designed for your charging infrastructure needs – whether you need standalone expertise or full management. From design to deployment, we’ve got you covered. The following professional services are available:
Phase Service
Design
Fleet & Energy Route Modeling
Desktop Assessment
Site Layout
On-Site Technical Assessment
Pre-Engineering Design
Utility Application Support
Selection Budget Estimate
Contractor Procurement
Deployment Engineering Design Review
Construction Project Management
The ”Deliverable” for each professional service is defined in the “Detailed Scope of Work” for that service. ChargePoint shall be free to provide material similar to the Deliverable to third parties whose needs may be similar to customer’s requirements. Each party’s use of the Deliverables shall be in compliance with its confidentiality obligations to the other party.
The table below describes the details the scope of work, deliverables, timeline, and customer responsibilities for each professional service in the Managed Electrification portfolio. All ChargePoint Managed Electrification professional services are subject to the ChargePoint Deployment and Consulting Services Terms and Conditions, as amended from time to time by ChargePoint, found at https://www.chargepoint.com/legal/deployment-consulting-services..
Service Scope & Terms
Design
Fleet &
Energy Route
Modeling
Detailed Scope of Work
• Summary: Fleet logistics analysis service, identify energy requirements to model and optimize charging infrastructure. Priced per site.
• Scope of Work
o Fleet Charging Needs Assessment: Determine energy requirements based on the customer-provided fleet logistical data, accounting for buffer to support future growth.
o Energy-optimized Charging Hardware: Propose optimized charging hardware selection and design, accounting for utility service upgrade cost and timeline, as well as weighing capital cost vs. ability to delay charging to optimize utility costs.
o Utility Cost Modeling and Optimization: Recommend the best utility tariff for the chargers and summarize overall charging costs to support the fleet.
o Consultation: 1h virtual consultation after completion of assessments, modeling and optimization if requested by customer.
• Deliverable: document detailing out fleet and energy route modeling results, including summary of energy requirements, proposed optimized charging hardware, recommended utility rates and summary of overall costs.
• Timeline: Time to completion can take 3-4 weeks and can start once customer provides required documentation under Customer Responsibilities. Work is considered complete once Deliverable is provided to the customer.
Specific Terms & Conditions
• Customer Responsibilities: Provide current energy assessments, route data, vehicle data, battery data, 12 months of electric bills and 1 year of 15-minute interval data for the site, and any CO2 abatement or corporate goals.
Desktop
Assessment
Detailed Scope of Work
• Summary: Initial remote consultation to assess charging needs and electrical infrastructure to support development of a Site Layout. Priced per site.
• Scope of Work
o Initial consultation: Schedule call with client to understand site objectives, use case and other considerations.
o Charging Needs Assessment: Size energy requirements and propose charger quantity and type, based on vehicle type/quantity/routes, vehicle consumption average and other data provided by the customer, as applicable.
o Electrical Infrastructure Assessment: based on charging needs assessment, size high-level electrical requirements and comparison to current utility service to determine any service upgrade needs.
o Final Consultation: 1h virtual consultation after completion of assessment, if requested by customer.
• Deliverable: document summarizing proposed charging and electrical infrastructure needs.
• Timeline: Time to completion can take 2-3 weeks and can start once customer provides required documentation under Customer Responsibilities. Work is considered complete once Final Consultation is complete.
Specific Terms & Conditions
• Customer Responsibilities: Provide preferred charging equipment locations, satellite maps (if outdoor) or floorplans (if indoor) including locations of electrical panels, traffic flow/on-site logistics/potential obstructions if applicable, single point of contact to interface with ChargePoint’s designer, facility electrical drawings (including single line diagrams for each power feed to the facility – utility and other generators), 12 months of electric bills and 1 year of 15-minute interval data for the site.
Site Layout Detailed Scope of Work
• Summary: Development of Site Layout and address any customer questions regarding install guide/site design guide. Layout includes charger and ancillary equipment locations, as well as charging station electrical needs. Priced per site.
• Scope of Work
o Design: Develop high-level site layout including locations and electrical ratings for chargers and existing ancillary equipment potentially interfacing with the chargers (e.g., generators), utility service location and point of interconnection (the “Site Layout”). Based on information provided during a desktop assessment and/or on-site technical assessment.
o Consultation: 1h virtual consultation after completion of i the Site Layout, if requested by customer.
• Deliverable: document with top-down view of the site including locations and electrical ratings for chargers and existing ancillary equipment potentially interfacing with the chargers (e.g., generators), utility service location and point of interconnection.
• Timeline: Time to completion can take 2-3 weeks and can start once customer provides required documentation under Customer Responsibilities. Work is considered complete once Deliverable is provided to the customer.
Specific Terms & Conditions
• Customer Responsibilities: Purchase of Desktop Assessment service from ChargePoint.
On-Site
Technical
Assessment
Detailed Scope of Work
• Summary: On-site assessment of electrical and civil infrastructure to support the development of a Pre- Engineering Design. Priced per site.
• Scope of Work
o Site Due Diligence: Conduct pre-assessment briefing to align on goals with stakeholders at each site.
Determine applicable ADA requirements. Contact local AHJ to verify permit requirements, submittal details, review timelines and fees. Assessment of on-site electrical equipment including switchgears, utility service and point of interconnection.
o Map of Site Conditions: Draft a map of site conditions including ADA and AHJ requirements, location of switchgear, utility service, interconnections, and transformers.
o Topographical map: Topographical heat map and slope readings of parking areas surrounding desired charging equipment locations.
• Deliverable: document summarizing site due diligence, map of site conditions including details in Scope of Work above, and Topographical map. Only included if site conditions are not constrained by the physical environment limitations such as (heights, interior or exterior walls, ceilings, low clearances, obstacles, local rules or regulations, etc.), the locations must allow for a safe, non-restricted aerial survey assessment to be completed.
• Timeline: Time to completion can take 3-4 weeks and can start once customer provides required documentation under Customer Responsibilities. Work is considered complete once the Deliverable is provided to the customer.
Specific Terms & Conditions
• Customer Responsibilities: Provide point of contact that can be available onsite to support ChargePoint with due diligence. Designate all desired charging equipment locations.
Pre-
Engineering
Design
Detailed Scope of Work
• Summary: Development of pre-engineering design package including CAD layout and electrical single-line diagram. Priced per site.
• Scope of Work
o Initial Consultation: Schedule call with client to confirm customer preference for location of EV chargers based on findings from On-Site Technical Assessment.
o Design: Prepare CAD layout and electrical single-line diagram.
o Final Consultation: 1h virtual consultation after initial completion of the designs, if requested by customer.
o Documentation: Provide charging equipment documentation including install and site design guides.
• Deliverable: CAD layout, electrical single-line diagram and charging equipment documentation including install and site design guides.
• Timeline: Time to completion can take 4 weeks and can start once customer completes the Customer Responsibilities. Work is considered complete once the Deliverable is provided to the customer.
Specific Terms & Conditions
• Customer Responsibilities: Purchase of Desktop Assessment and On-Site Technical Assessment services from ChargePoint.
Utility
Application
Support
Detailed Scope of Work
• Summary: Engagement with utility provider to consult on customer requirements to enable customer or contractor to complete/submit utility application. Priced per site.
• Scope of Work
o Due Diligence: Determine whether the existing service is sufficient, or a new service is required, by comparing the Site Layout with the facility electrical drawings and photos of electrical panels.
o New Service Support: If a new service is required, engage the utility to determine availability of electrical capacity, correct service voltage, potential lead times for utility design and new service construction, estimated fees (if applicable), and contractor responsibilities.
o Utility Application: Assist the customer or contractor in completing the utility application.
• Deliverable: document detailing out results of utility due diligence, including new service details noted in the Scope of Work above.
• Timeline: Time to completion can take 2 weeks, excluding time waiting for the utility, and can start once customer provides required documentation under Customer Responsibilities. Work is considered complete once Deliverable is provided to the customer.
Specific Terms & Conditions
• Customer Responsibilities: Purchase of Site Layout service from ChargePoint. Provide utility bill, facility electrical drawings (including single line diagrams for each power feed to the facility – utility and other generators), and up to date photos of electrical panels, authorization for ChargePoint to coordinate with the Utility, as needed. Customer solely is responsible for submitting the Utility Application.
Selection & Deployment
Budget
Estimate
Detailed Scope of Work
• Summary: Preparation of rough order of magnitude (‘ROM’) estimate for high-level economic qualification of a site. Priced per site.
• Scope of Work
o Prepare rough order of magnitude (‘ROM’) costs based on historical benchmark data, subject to change until final numbers are quoted by a Contractor.
• Deliverable: Excel and PDF budget estimate for the site.,
• Timeline: Time to completion can take 4 weeks and can start once the customer provides required documentation under Customer Responsibilities. Work is considered complete once the Deliverable is provided to the customer.
Specific Terms & Conditions
• Customer Responsibilities: Purchase of Pre-Engineering Design service from ChargePoint, specify any unique customer requirements (e.g., prevailing wage, buy America requirements, union labor requirements etc.
Contractor
Procurement
Detailed Scope of Work
• Summary: Competitive sourcing of engineering, procurement, and construction (EPC) services for the EV charging project. Includes bid package development, qualification, award, and support with EPC contract negotiations. Priced per Site.
• Scope of Work
o Bid Package Development: Create standardized bid package including site design requirements, equipment specifications and timelines. Invite qualified contractors to bid process.
o Award: Evaluate and compare bids from contractors.
o Pricing & Scope Negotiation: Assist customer with their pricing and scope negotiations for the final contract with the contractor.
• Deliverable: Creation of a standardized bid package, detailed bid comparison, and recommendation of a contractor.
• Timeline: Time to completion can take 4 weeks and can start once customer provides required documentation under Customer Responsibilities. Work is considered complete once the Deliverable is provided to the customer.
Specific Terms & Conditions
• Customer Responsibilities: Dedicated point of contact to support with the drafting of the bid package and qualifying/selection of the final contractor. Contact information for any preferred contractors. Specify any unique customer requirements (e.g., prevailing wage, buy America requirements, union labor requirements etc.). Purchase of Pre-Engineering Design service from ChargePoint.
Engineering
Design
Review
Detailed Scope of Work
• Summary: Review of drawing sets prepared by professional engineer contracted by customer to ensure compliance with ChargePoint stations for optimal make ready. Priced per site.
• Scope of Work
o Review: Review of engineering designs prepared by professional engineer contracted by customer; Comparison to ChargePoint specifications; Provide 1x markup of engineering designs and/or summary report of required changes and rationale. Additional markups may be provided as agreed by customer and ChargePoint in writing.
o Consultation: 1h virtual consultation after completion of markups and/or summary if requested by customer
• Deliverable: CD90 or equivalent permittable plan-set markup and/or support report
• Timeline: Time to completion can take 2 weeks and can start once customer provides required documentation under Customer Responsibilities. Work deemed complete once markup and/or summary report is provided.
Specific Terms & Conditions
• Customer Responsibilities: provide CD90 or equivalent permittable plan-set, contact information for original drafter.
Construction
Project
Management
Detailed Scope of Work
• Summary: Consultative construction project management service, where ChargePoint operates as an owner’s representative and technical resource to drive the project to completion, managing all aspects including schedule, budget, and stakeholders, for a specific site. Priced per site.
• Scope of Work
o Project Coordination: Manage construction kick-off meeting; Regularly scheduled coordination meetings with contractor and customer based on agreed-on cadence; Maintain running punch list of outstanding construction actions; Manage and track schedules; Manage issues which may impact the schedule or the budget; Track project costs; Analyze and make recommendations on contractor change orders
o Construction Management: Coordinate with customer’s contractor on procurement of long lead time equipment (switchgear, transformers, EVSE, etc.); Permitting Coordination with contractor; Virtual inspections with contractor/customer-supplied images; On-site rough inspection visit before trench backfill and wiring, if needed; Manage logistics of CP hardware delivery; Coordinate with contractor to schedule utility upgrades and energization; Project management installation and commissioning of ChargePoint charging stations; Work with contractor to ensure final punch list is completed; Coordination of close-out and customer handover
• Timeline: Can start customer provides required documentation under Customer Responsibilities. Time to completion is variable based on project requirements, utility capacity, and equipment availability. Work is considered complete once EV charging site is fully commissioned, activated and operational with close out of contractor’s punch-list
Specific Terms & Conditions
• Customer Responsibilities: provide signed agreement with contractor, final engineering designs and site license (if applicable); assist in coordination with contractor including escalations; manage all payment activities with the contractor; facility access for on-site visits and inspections; identify a point of contact to interface with ChargePoint on an ongoing basis
The following terms apply to the use of each Deliverable:
Customer may use each Deliverable for Customer’s own business purposes relating to the site.
Customer shall not (i) provide, or provide access to, a Deliverable to any third party that supplies EV charging stations, operates a network of EV charging stations, or provides cloud services for EV charging stations, or (ii) use the Deliverable in connection with the installation or operation of EV charging stations that are not registered and activated on ChargePoint’s network of EV charging stations and operated using ChargePoint’s cloud services for EV charging stations.
Revision: 05/28/2024
EXHIBIT B
CITY RESPONSIBILITIES
Revision: 05/28/2024
EXHIBIT C
TERMS OF PAYMENT
1. The Vendor's compensaƟon shall not exceed $ .
2. The Vendor will obtain, and keep current during the term of this Agreement, the required City of Moreno Valley business license. Proof of a current City of Moreno Valley business license will be required prior to any payments by the City. Any invoice not paid because the proof of a current City of Moreno Valley business license has not been provided will not incur any fees, late charges, or other penalƟes. Complete instrucƟons for obtaining a City of Moreno Valley business license are located at:
hƩps://moval.gov/departments/financial-mgmt-svcs/svc-biz-license.html
3. The Vendor will electronically submit an invoice to the City on a monthly basis for progress payments along with documentaƟon evidencing services completed to date. The progress payment is based on actual Ɵme and materials expended in furnishing authorized professional services since the last invoice. At no Ɵme will the City pay for more services than have been saƟsfactorily completed and the City’s determinaƟon of the amount due for any progress payment shall be final. The Vendor will submit all original invoices to Accounts Payable staff at [email protected] a. Accounts Payable quesƟons can be directed to (951) 413-3073. b. Copies of invoices may be submiƩed to MVU at [email protected] or calls directed to (951) 413-3500.
4. The Vendor agrees that City payments will be received via Automated Clearing House (ACH) Direct Deposit and that the required ACH AuthorizaƟon form will be completed prior to any payments by the City. Any invoice not paid because the completed ACH AuthorizaƟon Form has not been provided will not incur any fees, late charges, or other penalƟes. The ACH Authoriza Ɵon Form is located at:
hƩp://www.moval.org/city_hall/forms.shtml#bf
5. The minimum informaƟon required on all invoices is:
a. Vendor Name, Mailing Address, and Phone Number
b. Invoice Date
c. Vendor Invoice Number
d. City-provided Reference Number (e.g. Project, AcƟvity) e. Detailed work hours by class Ɵtle (e.g. Manager, Technician, or Specialist), services performed and rates, explicit porƟon of a contract amount, or detailed billing informaƟon that is sufficient to jusƟfy the invoice amount; single, lump amounts without detail are not acceptable.
Revision: 05/28/2024
6. The City shall pay the Vendor for all invoiced, authorized professional services within thirty (30) days of receipt of the invoice for same.
7. Reimbursement for Expenses. Vendor shall not be reimbursed for any expenses unless authorized in wriƟng by City.
8. Maintenance and InspecƟon. Vendor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly idenƟfiable. Vendor shall allow a representaƟve of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Vendor shall allow inspecƟon of all work, data, documents, proceedings, and acƟviƟes related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
9. Non-Performance Damages/PenalƟes. The Vendor have agreed to non-performance damages/penalƟes with respect to Vendor’s failure to complete the Work within the Agreement Time intervals and/or frequencies as set forth in this agreement and/or in the Scope of Work, or as directed by the City. For each of the categories set forth hereinabove, the penal sum of 1% of the total Agreement amount per working day will be assessed for each working day the deficiencies remain uncorrected. If non-performance damages/penalƟes are to be assessed, the Vendor will be noƟfied immediately by wriƩen email, facsimile transmission, leƩer, or by telephone. The Vendor will not be assessed non- performance damage/penalƟes for delays caused by the City or are deemed outside the Vendor’s control by the City.
Vendor and City acknowledge and agree that the amount of such non-performance damages/penalƟes are impossible to ascertain as of the date of execuƟon hereof and have agreed to such non-performance damages/penalƟes to fix the City's damages and to avoid later disputes. It is understood and agreed by Vendor that non-performance damages/penalƟes payable pursuant to this Agreement and that such amounts are not manifestly unreasonable under the circumstances exisƟng as of the date of execuƟon of this Agreement.
It is further mutually agreed that the City will have the right to deduct non-performance damages/penalƟes against progress payments or retainage and that the City will issue a Change Order and reduce the Agreement Price accordingly. In the event the remaining unpaid Agreement Price is insufficient to cover the full amount of non-performance damages/penalƟes, Vendor shall pay the difference to the City.
City may at any Ɵme deduct non-performance damages/penalƟes as are payable hereunder from money due or to become due to Vendor, or pursue any other legal remedy to collect such non-performance damages/penalƟes from Vendor and/or its Insurance, Surety, etc.. Neither the City's failure or delay in deducƟng non-performing damages/penalƟes from payments otherwise due Vendor, nor City's failure or delay in Revision: 05/28/2024
noƟfying Vendor of the accrual of non-performance damages/penalƟes, shall be deemed a waiver of City's right to non-performance damages/penalƟes.
City's rights under this SecƟon shall not be interpreted as precluding or limiƟng:
1) any right or remedy of City arising from an event of Vendor default other than a failure to complete the Work within the Agreement Time; or 2) City's right to order an acceleraƟon, at Vendor's expense, of performance of the Work to overcome delay, including, without limitaƟon, a delay for which City has the right to assess and/or accrue non-performance damages/penalƟes.
The availability of non-performance damages/penalƟes shall not limit City's right to terminate the Vendor's performance and accrual and/or assessment of non-performance damages/penalƟes does not consƟtute a waiver of such rights.
The non-performance damages/penalƟes specified in this SecƟon shall override any liability limitaƟons or disclaimers in the MSSA, including any caps on consequenƟal or indirect damages.
Revision: 05/28/2024
EXHIBIT D
GOODS TO BE PURCHASED
Quotation
Driving a Better Way™
chargepoint.com \i2\
Sales Representative: Case Hyatt Quote Number: Q-445348-2 E-Mail: [email protected] Date: 1/3/2025
Telephone: Expires On: 3/1/2025
Approved Payment Term: Net 30
Primary Contact: Jason Niccoli
Bill To Address
\i1\
City of Moreno Valley
14177 Frederick St
Moreno Valley California 92553-9036
United States
Ship To Address
\i1\
City of Moreno Valley
14177 Frederick St
Moreno Valley California 92553-9036
United States
Product Name Product Description Qty Total
Price
Express 250 Bundle
(Shipping before Dec
2nd ONLY)
This Express CPE250 bundle contains the 250, service plans, and assure maintenance plans.
1 USD 0.00
CPE250C-625-CCS1-
200A-CHD
ChargePoint Express 250 Station, NA, DC Station, 62.5 kW, 2x Power Module, 1x CCS1 200A cable, 1x CHAdeMO 140A cable, ChargePoint Signage, 254mm (10") Touch Display, Contactless credit card and RFID reader, Cellular/Wifi, UL Listed, 2 year Parts Warranty
1 USD
29,062.50
CPE250-TOOLKIT-F CPE250 Tool Kit 1 USD 0.00
DC-UNIVERSAL-CMT-
METRIC
Required metal bracket to align conduits and mounting bolts for DC power delivery products when cable entrance is from below. This bracket is to be installed into the foundation before the concrete pad is poured. Metric Units.
Required for CPE250, CPE280 and Power Link series.
1 USD 0.00
CPCLD-COMMERCIAL-
DC-5
5yr Prepaid, DC, Commercial Cloud Plan. Includes Secure Network Connection, On-going Station Software updates, Station Inventory, 24x7 Driver Support, Host Support, Session Data and Analytics, Fleet Vehicle Management and Integration, Fleet Access Control, Valet Dashboard, Power Management (Circuit, Panel, Site Sharing), Scheduled Charging, Driver Access Control, Pricing and Automatic Funds Collection, Waitlist, Videos (on supported hardware).
1 USD
3,915.00
© 2025 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA
ChargePoint CONFIDENTIAL
Product Name Product Description Qty Total
Price
CPSUPPORT-ACTIVE ChargePoint's Activation service ensures a seamless EV charging station setup, from order to activation. Activation includes station owner and installer onboarding, quality installation validation, early station performance support, and provisions stations on our network, ensuring a smooth and reliable deployment experience. Priced per station.
1 USD
349.00
CPE250-ASSURE-5 5 prepaid years of ChargePoint Assure for CPE250 station. Includes Parts and Labor Warranty, Remote Technical Support, On-Site Repairs when needed, Unlimited Configuration Changes, and Reporting.
1 USD
13,650.00
CPE250-
COMMISSIONING
This service includes on-site validation of electrical capacity, transformers, panels, breakers, wiring, cellular coverage so that the station meets all ChargePoint and local code requirements. In addition to verifying and testing the installation, Commissioning also ensures the station is connected to the ChargePoint network, completing software updates and pairing configuration if applicable. In parallel, the ChargePoint Activations team will configure the station and apply policies according to the customer’s specifications. A final Commissioning Report will be provided to the customer. Note that if Commissioning cannot be performed due to site or installation deficiencies for which ChargePoint is not responsible, the customer will incur a rescheduling fee to cover redeployment costs. Priced per Express CPE250 station. 1 USD
1,230.00
CT4000 Bundle This bundle contains all stations, service plans, site validations, and assure maintenance plans.
1 USD 0.00
CT4011-GW1 Single Output Gateway North America, Bollard Unit - 208/240V @30A with Cord Management
5 USD
21,292.50
CT4001-CCM CT4000 Bollard Concrete Mounting Kit. Bolts: 5/8 - 11 x 9” F1554 Grade 55 hot- dipped galvanized threaded bolts - 3 ea. Nuts: 5/8 - Heavy Galvanized Hex Nuts (DH Rated) - 12 ea. Washers: Galvanized Washers (ASTM F436) - 9 ea. Plastic Template - 1 ea
5 USD
475.00
CPCLD-COMMERCIAL-
5 Prepaid Commercial Cloud Plan subscription with station management features such as: Custom Video uploads and Automatic Software Updates, driver and fleet management features including: Access Control and Pricing & Automatic Payment Collection, as well as energy and power management features which include Power Sharing. Real-time dashboards and reports provided for applicable features. Station Activation purchase required. 5 USD
8,200.00
CPSUPPORT-ACTIVE ChargePoint's Activation service ensures a seamless EV charging station setup, from order to activation. Activation includes station owner and installer onboarding, quality installation validation, early station performance support, and provisions stations on our network, ensuring a smooth and reliable deployment experience. Priced per station.
5 USD
1,745.00
© 2025 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA
ChargePoint CONFIDENTIAL
Product Name Product Description Qty Total
Price
CT4000-ASSURE5 5 prepaid years of ChargePoint Assure for CT4000 station. Includes Parts and Labor Warranty, Remote Technical Support, On-Site Repairs when needed, Unlimited Configuration Changes, and Reporting.
5 USD
12,000.00
Quote Total: USD 91,919.00
Discount: USD 5,945.00
Estimated Tax: USD 6,448.00
Shipping Fee: USD 1,500.00
Grand Total: USD 99,867.00
Quote Acceptance
+ Invoices are due and payable as per agreed payment terms. + Each Assure and Cloud Plan subscription will commence ninety (90) days from invoice date. + Customer to be invoiced at time of shipment.
+ All prices are FCA ChargePoint warehouse(s).
+ Sales tax in applicable states and shipping costs will be applied at time of invoicing. + Pricing does not include installation or mounting services unless specifically quoted above. + Customer confirms that the shipping and billing information provided in this Quotation is accurate for ChargePoint’s shipping and invoicing purposes.
+ The following ChargePoint terms and conditions are incorporated in this Quotation by reference in their entirety: (i) ChargePoint Master Services and Subscription Agreement found at ChargePoint Master Services and Subscription Agreement | ChargePoint ; (ii) ChargePoint Terms and Conditions of Purchase found at ChargePoint Terms and Conditions | ChargePoint ;(iii) ChargePoint Support Services Terms and Conditions found at: https://www.chargepoint.com/legal/support-services/ ; and (iv) ChargePoint Deployment and Consulting Services Terms and Conditions found at https://www.chargepoint.com/legal/deployment-consulting-services/ + ChargePoint’s sale of products/services is expressly conditioned on Customer’s acceptance of ChargePoint terms and conditions stated or referenced in this Quotation. Any conflicting or inconsistent terms stated or referenced in any Customer purchase order or any such document are excluded and will not be binding and notice of objection to them is hereby given. + This signed Quotation will act as a purchase order for the products/services detailed above and creates a binding contract between ChargePoint and Customer.
The above terms govern this Quotation unless Customer has separate written agreement(s) executed by Customer and ChargePoint to govern the products/services referenced in this Quotation.
© 2025 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA
ChargePoint CONFIDENTIAL
By signing this Quotation, I hereby acknowledge that I am an authorized signatory and have read and agree to all the terms and conditions of this Quotation.
Signature : \s1\ Title : \t_1\
Name (Print) : \FN_1\ Date : \d1\
Company Name : \CompanyName_1\
Accounts Payable Contact Name : \AccountPayableContactName_1\ Accounts Payable Contact E-Mail : \AccountsPayableContactEmail_1\ Requested Ship Date : \dsrequestedshipdate_1\
© 2025 ChargePoint, Inc.
240 East Hacienda Avenue, Campbell, CA 95008 USA
ChargePoint CONFIDENTIAL