Purchase Agreement
This Purchase Agreement (this “Purchase Agreement”) is effective as of _______________ (the “Effective Date”), by and between _____________________________________, with its legal address at ___________________________________ (“Customer”), and Dryvebox, Inc., with its legal address at 439 43rd Ave., San Francisco, CA (“Seller”). Customer and Seller are each referred to as a “Party” and are collectively referred to as the “Parties.”
Product. A golf-enabled Pod (“Pod”) detailed further in the description attached hereto as Exhibit A.
Other deliverables. Any product manuals or documentation Seller has for the Pod.
Delivery, Install, and Inspection.
Delivery and Install Date: _____________ [a time that is mutually agreeable to the parties approximately 15 weeks from the deposit date]. Such date may be extended by Seller for the following reasons:
For any cause that is the responsibility of Customer, for example, delays in making the initial deposit or changes in any options ordered by Customer, provided that Seller gives Customer notice of any such impact caused by Customer.
Due to natural disasters, war, terrorism, utilities failures, general strikes, new health emergencies, riot or any other cause of force majeure, provided that Seller gives Customer notice of the impact and its duration, and evidence supporting it.
Charges: Customer will pay ______[review the final order form] for delivery to and installation.
Location: Delivery and installation to be at Customer’s address at___[Delivery address] ____ _______________.
Installation Responsibilities: Seller will place the Pod in the designated location, level it, and open the slide-outs. Customer to provide power access for the Pod as well as truck access to the placement location.
Inspection and acceptance of Pod to occur upon or prior to delivery.
Customer will use reasonable efforts promptly to test and inspect the Products and notify Seller of any defects in material or workmanship or damage occurring as result of delivery.
Purchase price and payment terms.
Price. $____ [reference final order form] plus applicable taxes.
Schedule.
50% shall be payable upon the parties’ execution of this Purchase Agreement.
The remainder of the price, plus all applicable taxes, is due upon installation of the Pod. This amount shall be invoiced by and payable to Seller.
Warranties.
Seller may lawfully sell Pod.
Manufacturer limited warranties. Warranty obligations are the responsibility of and will be fulfilled by Sumacortec S.A. de C.V. (“Ferbel USA”) All warranty inquiries should be directed to Ferbel at dryveboxwarranty@ferbel.com.
Limited Product Warranty, starting from acceptance of Pod: 1-year limited warranty covering workmanship, body, paint, and manufacturer fabricated parts; limited supplier-term warranty for third party parts. In the event third party parts are deemed non-functional or defective, Seller will provide the necessary information for Customer to connect with third party for warranty or repair. Replacement Products will be warranted for the rest of the warranty period.
EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION, SELLER DISCLAIMS ALL WARRANTIES ON PRODUCTS FURNISHED UNDER THIS PURCHASE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES REGARDING THE CODE COMPLIANCE OF THE POD IN CUSTOMER’S LOCATION.
LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS PURCHASE AGREEMENT, NO PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) ARISING OUT OF OR RELATING TO THIS PURCHASE AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S LIABILITY TO THE OTHER FOR ANY LOSS, CLAIM, INJURY, LIABILITY, OR EXPENSE, INCLUDING REASONABLE ATTORNEYS’ FEES, RELATING TO OR ARISING FROM ANY ACT OR OMISSION IN ITS PERFORMANCE OF THIS PURCHASE AGREEMENT, SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER TO SELLER PURSUANT TO THIS PURCHASE AGREEMENT.
Confidentiality.
Definition. “Confidential Information” means: (a) all information related to the Products, including, without limitation, documentation, drawings, designs and specifications; (b) any non-public information of a Party, including, without limitation, any information relating to a Party’s technology, techniques, know-how, research, engineering, designs, finances, accounts, procurement requirements, manufacturing, customer lists, business forecasts and marketing plans; (c) any other information of a Party that is disclosed in writing and is conspicuously designated as “Confidential” at the time of disclosure or that is disclosed orally, is identified as “Confidential” at the time of disclosure, and is summarized in a writing sent by the disclosing Party to the receiving Party within thirty (30) days of any such disclosure; and (d) the specific terms and pricing set forth in this Purchase Agreement.
Exclusions. The obligations in this Section will not apply to the extent that any Confidential Information: (a) is or becomes generally known to the public through no fault of or breach of this Purchase Agreement by the receiving Party; (b) was rightfully in the receiving Party’s possession at the time of disclosure, without an obligation of confidentiality; (c) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (d) is rightfully obtained by the receiving Party from a third party without restriction on use or disclosure.
Obligations. Each Party will not use the other Party’s Confidential Information, except as necessary for the performance of this Purchase Agreement, and will not disclose such Confidential Information to any third party, except to those of its employees and subcontractors that need to know such Confidential Information for the performance of this Purchase Agreement, provided that each such employee and subcontractor is subject to an agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each Party will use all reasonable efforts to maintain the confidentiality of the other Party’s Confidential Information in its possession or control, but in no event less than the efforts that it ordinarily uses with respect to its own confidential information of similar nature and importance. The foregoing obligations will not restrict either Party from disclosing Confidential Information: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Party required to make such a disclosure gives reasonable notice to the other Party to enable it to contest such order or requirement; (b) on a confidential basis to its legal or professional financial advisors (including insurance underwriters); or (c) as required under applicable securities regulations.
General.
Assignment. Neither Party may assign or transfer this Purchase Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party, except that no consent will be required for an assignment, in whole or in part, in connection with a merger, acquisition, corporate reorganization, sale of a majority of a Party’s stock, or sale of all, or substantially all, of a Party’s assets to which this Purchase Agreement relates. Any attempted assignment in violation of this Section will be null and void and of no force or effect. Subject to the foregoing, this Purchase Agreement will bind and inure to the benefit of each Party's permitted successors and assigns.
Governing Law. This Purchase Agreement will be governed by and construed in accordance with the laws of the State in which the Pod is delivered, excluding that body of laws known as conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Purchase Agreement.
Severability. If any provision of this Purchase Agreement is held invalid or unenforceable by a court of competent jurisdiction, then such provision will automatically be adjusted to the minimum extent necessary in order to comply with the requirements for validity or enforceability, and as so adjusted, will be deemed a provision of this Purchase Agreement as though originally included herein. In the event that the provision held invalid or unenforceable is of such a nature that it cannot be so adjusted, such provision will be deemed deleted from this Purchase Agreement as though such provision had never been included herein. In either case, the remaining provisions of this Purchase Agreement will remain in full force and effect.
Notices. All notices required or permitted under this Purchase Agreement will be in writing and will be delivered in person, by nationally recognized courier service, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) and, in all cases, will be deemed to have been given upon receipt. All such notices will be delivered to the Parties at the addresses set forth on the first page of this Purchase Agreement (or at such other address for a Party as will be specified by like notice).
Force Majeure. Neither Party will be responsible to the other for any failure or delay in its performance under this Purchase Agreement due to natural disasters, war, terrorism, utilities failures, general strikes, health emergencies or riot (each a “Force Majeure”). In the event of a Force Majeure, the Party who is unable to perform or whose performance is delayed will promptly notify the other Party of the Force Majeure and will use its best efforts to resume performance. Performance will be excused for a period of time equal to the duration of such Force Majeure, but in no event longer than sixty (60) days.
Attorneys’ Fees. In any suit or proceeding relating to this Purchase Agreement, each Party will pay its own costs, as well as the fees and expenses of attorneys, accountants, and other professionals incurred in connection with the suit or proceeding; provided, however that an arbitrator may award fees, expenses, and costs as part of an award in a manner consistent with applicable law.
- Entire Agreement; Amendment. This Purchase Agreement, including its exhibits and attachments, constitutes the entire and exclusive understanding and agreement between the Parties regarding its subject matter and supersedes any and all previous understandings and agreements, whether written or oral, regarding such subject matter. Any modification or amendment of any provision of this Purchase Agreement will be effective only if in writing and signed by duly authorized representatives of both Parties.
Counterparts. This Purchase Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties have executed this Purchase Agreement as of the Effective Date by their duly authorized representatives.
Customer:
Seller:
Exhibit A: Pod Description
Dryvebox Pod, inclusive of:
- Expandable frame with 4-corner leveling, turfed floor, padded walls, lighting, downskirting
- Keyed entry door and window on each side
- 12,500 BTU Pioneer mini split
- Single standard 20-amp plug powers the entire unit
- Country Club Elite Real-Feel hitting mat
- 1080p projector and impact screen
- Two 32" Smart TVs
- Corner cabinet for computer and storage
See order form for other add-on features, products, and service.