Terms and Conditions for Sale of Energous Product

The following terms and conditions (“Terms”) are incorporated into the quote (“Quote”) provided by Energous Corporation d/b/a Energous Wireless Power Solutions (“Seller”) to the party receiving the quote (“Buyer”).  These Terms are incorporated by reference into any purchase order issued by Buyer and supersede any Buyer purchase order terms and conditions.  This Quote and Buyer’s purchase order are expressly conditioned on Buyer’s assent to the Terms.

1. Seller’s prices do not include any city, state, or federal taxes, or other charges imposed by governmental entities.  Prices may vary depending upon where an order for product is placed and where product is delivered.  Sales tax will be determined based on the state to which product is delivered.  When applicable, taxes will be added to the invoice as a separate charge to be paid by Buyer.  If an exemption from a tax is claimed, supporting documents must be furnished by Buyer prior to delivery. Any and all Quotes provided by Seller to Buyer shall automatically expire thirty (30) calendar days from the date issued and are subject to termination by Seller by notice to Buyer at any time.

2. Terms of Payment. Payments are due thirty (30) days from Seller’s invoice date contingent upon satisfactory approved credit. All payments made after thirty (30) days from the date of the invoice shall be subject to a service charge of one and one-half percent (1.5%) per month based on the outstanding balance. Buyer’s failure to make any payment when due shall justify suspension of performance by Seller of any other Quote. For any special order requiring Seller to produce a custom made product, a separate agreement is required. 

3. Changes / Cancellations.Buyer may not cancel or change the Terms without the written consent of Seller. If Buyer desires to issue a revised purchase order or to revise the Terms, Buyer must deliver an email to Seller’s Chief Financial Officer with a copy to Seller’s Finance and Operations department at Seller’s headquarters referencing the Quote and its desired changes in the Terms.  No changes shall take effect without Seller’s express written consent.  If Seller consents to Buyer’s written request for cancellation of any Buyer purchase order, Buyer shall pay to Seller the greater of a) the percentage of the total purchase order price equal to the percentage of the purchase order completed by Seller at the time of cancellation or b) a restocking fee equal to fifteen percent (15%) of the purchase order.

4. Security Interest.To secure the payment of Seller’s invoice, Buyer grants to Seller a security interest in all goods sold to Buyer under the purchase order, including all proceeds therefrom. Buyer authorizes Seller to perfect its security interest through a filing of a financing statement pursuant to the Uniform Commercial Code and shall reimburse Seller for any fees incurred in filing the financing statement which may be added by Seller to the amount of Seller’s invoice to Buyer.

5. Delivery and Risk of Loss.All shipments under a purchase order are F.O.B. Origin and all risk of loss shall pass to Buyer at that time regardless of the method of shipment selected by Buyer.

6. Seller will not be liable for any delay in the performance of its obligations under any purchase order, or for any damages suffered by Buyer due to such delay, if the delay is directly or indirectly caused by a fire, flood, accident, civil unrest, act of God, war, governmental interference or embargo, labor strike, shortage of materials, or any other cause beyond Seller’s control.

7. The Quote is conditional upon Seller’s ability to obtain the necessary raw materials at a reasonable price, and all shipments under the purchase order are subject to Seller’s supply schedules and any government regulations, orders, directives, and restrictions that may be in effect.

8. LIMITATIONS ON DAMAGES.SELLER SHALL NOT BE LIABLE TO BUYER FOR ANY LOST PROFITS OR OTHER ECONOMIC LOSS OF BUYER, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES ARISING OUT OF ANY BREACH OF THESE TERMS OR ANY OBLIGATIONS BY SELLER PURSUANT TO THESE TERMS OR THE FAILURE OF THE GOODS TO PERFORM IN ANY PARTICULAR MANNER.

9. Seller warrants that goods supplied pursuant to the Quote shall conform to the description therein stated and shall be free from defects in material or workmanship for a period of one (1) year from the date of delivery of the goods to Buyer.  SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. Special Orders.If any goods are manufactured by Seller to meet Buyer’s particular specifications or requirements, Buyer shall indemnify and hold Seller harmless from any and all claims arising from the purchase, use, or sale of the special goods, and from any related costs, attorneys’ fees, expenses, or liabilities incurred by Seller therefrom.

11. Governing Law and Procedure.These Terms and the transaction described therein shall be subject to, construed under and enforced according to the laws of the State of California. ANY ACTION IN REGARD TO OR ARISING OUT OF THESE TERMS AND CONDITIONS SHALL BE INSTITUTED AND LITIGATED IN THE COURTS OF THE STATE OF CALIFORNIA AND NO OTHER. IN ACCORDANCE HEREWITH, BUYER HEREBY SUBMITS TO THE JURISDICTION AND VENUE OF THE COURTS WITHIN THE COUNTY OF SANTA CLARA, STATE OF CALFORNIA. BUYER AND SELLER HEREBY WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF THESE TERMS, BUYER’S PURCHASE ORDER, OR THE TRANSACTION DESCRIBED THEREIN.

12. In the event that Buyer is in default or otherwise breaches a purchase order or these Terms,  Seller shall be entitled to pursue any and all remedies, legal or equitable including an action to recover the total purchase order price, as well as its costs of enforcing the purchase order, including, without limitation, its attorneys’ fees. In the event that Seller is in default or otherwise breaches the purchase order, the liability of Seller to Buyer for such breach or default shall be limited to the replacement value of the goods under the Sale Order which is the sole and exclusive remedy of Buyer for any such breach or default.

13. Returned Goods.Seller’s RMA Policy is attached as Exhibit A and included within these Terms.

14. Entire Agreement.These Terms are intended by the parties as a final expression of the terms and conditions of the purchase order. No representations, understandings, or agreements have been made or relied upon in the making of these Terms other than those specifically set forth herein. These Terms can only be modified in a writing signed by both parties. No previous course of dealing between the parties or trade usage may be used to interpret, limit, or otherwise impair the operation of this agreement.

15. Seller shall not be deemed to have waived any rights under these Terms or Buyer’s purchase order unless such waiver is given in writing and signed by Seller. No delay or omission on the part of Seller in exercising any right shall operate as a waiver of such right or any other right. A waiver by Seller of a provision of these Terms shall not prejudice or constitute a waiver of Seller’s right otherwise to demand strict compliance with that provision or any other provision of these Terms. Neither prior waiver by Seller nor any course of dealing between Buyer and Seller, shall constitute a waiver of any of Seller’s rights or of any of Buyer’s obligations as to any future transactions. Whenever the consent of Seller is required under this Agreement or the Sale Order, the granting of such consent by Seller in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Buyer.

16. All notices required to be given under these Terms shall be given in writing and shall be effective when a record has been actually delivered, deposited in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the address shown in the purchase order. Any party may change its address for notices by giving formal written notice to the other party, specifying that the purpose of the notice is to change the party’s address.

17. Interest and Fees.In the event of any dispute arising out of the Quote or Buyer’s purchase order, or these Terms or the transaction described therein, in addition to an award of damages, the Seller shall be entitled to recover: (1) pre-judgment interest on any amount awarded at a rate of 1 ½% per month, (2) all expenses of litigation, including without limitation all filing fees and court costs; and (3) all attorneys’ fees incurred regardless of whether such fees or expenses are incurred before or after the initiation of litigation.

Exhibit A:
Return Material Authorization (RMA) Policy

Link to RMA Request Form

Product returned to Energous for any reason must have an Energous issued Return Material Authorization (RMA) number. Warranty returns may require proof of purchase (invoice number and date).  An RMA is valid for 30 days from issuance and product must arrive at ENERGOUS within that validity period.  All product must be shipped freight prepaid.  The RMA number must be clearly visible on the outside of the package.   A packing list must be included clearly showing the RMA number, part number, quantity, and reason for return. ENERGOUS CANNOT BE HELD RESPONSIBLE FOR ANY PRODUCT RETURNED WITHOUT AN RMA NUMBER AND ANY SUCH PRODUCT MAY BE REFUSED AND RETURNED AT THE CUSTOMER’S EXPENSE.  An RMA number is issued in good faith based upon customer’s representation of the product quantity, condition, age and reason for return. All returned product will be inspected by ENERGOUS. If the product is found to be other than that originally represented, the shipment will be returned at the customer’s expense.

An RMA may be requested by contacting ENERGOUS Customer Service via email: orders@energous.com

tel.: 408-963-0200

or filling out the form online.

1. Warranty Returns. Product under warranty must have an RMA number and be returned to ENERGOUS freight prepaid. If the product is determined to be covered under warranty, the product will be repaired, replaced or a credit will be issued at ENERGOUS’ option under ENERGOUS’ warranty terms. The product will be returned freight prepaid to the customer.
2. Incorrect Shipments & Product Received. ENERGOUS has the right in its sole discretion to permit or reject any requested return.  Authorization to return any product does not relieve buyer of its obligation to pay for such product.  For short shipments or incorrectly supplied product, discrepancies must be reported within 5 days of receipt. For incorrectly supplied product, all returns require an RMA number and must be returned freight prepaid. A debit memo should be issued to ENERGOUS for the freight. Buyer’s sole remedy for any issue with a product return is ENERGOUS replacement of the product. If a replacement is required, ENERGOUS will ship freight prepaid and invoice for the new product.
3. General Terms for Credit Returns. Product requested to be returned for exchange will only be considered if the request is made within 5 days of delivery, product is unused, current standard catalog stock of latest design, and the product is in saleable condition.
4. ENERGOUS reserves the right to reject any return request. If accepted, the return will be under the terms specified herein. Exclusions – The following unused products are not returnable:
   1. Custom configured Power bridges
      1. 1W Directional
      2. 1W Omni Directional

• 1W Transportation

1. 2W
2. Sensor Tags
   1. Custom Non-stock
   2. Stock
3. Accessary Kits
   Incorrectly Ordered Product Returned for Credit. Approved product returned for credit requires an RMA number and must be returned freight prepaid within 30 days of purchase. Proof of purchase (copy of invoice) is required.
4. Credit Memos. Where required, ENERGOUS will issue a credit memo for the returned or exchanged product less any applicable restocking or removal charges.  The credit memo will be issued only after receipt and inspection of product.  DEDUCTIONS FROM PAYMENTS MAY NOT BE MADE UNTIL A CREDIT MEMO FROM ENERGOUS HAS BEEN RECEIVED.
5. Restocking Charges. All non-warranty related returns will be subject to a 15% re-stocking fee.  Returns that include product that is not of standard-stock configuration will be subject to a 25% re-stocking fee.
6. All products returned must be current stock items, unused and in new condition. Items returned that have been assembled with any accessory will be subject to a 25% re-stocking fee. Non-stock items and special production items may not be returned for credit as described under the Exclusions section of this policy. All items that have been found to be non-returnable may be scrapped or returned to you at your expense.