PRE-ORDER DEPOSIT TERMS & CONDITIONS
These Pre-Order Deposit Terms and Conditions (this “Terms and Conditions”) govern the provision of Doroni Aerospace, Inc., a Delaware corporation (the “Seller”), whereby the buyer reviewing these terms and conditions (the “Buyer”) may at a future date enter into an agreement for the purchase (hereinafter “Purchase Agreement”) by Buyer of one (1) or more Doroni H1X, a personal flying car, an electronically powered vertical takeoff and landing (eVTOL) vehicle (hereinafter “Doroni H1X”), under which the Buyer shall agree to purchase from the Seller said Doroni H1X for the price se set by the Seller in such Purchase Agreement, and acknowledges that production on said Doroni H1X line has not begun as of the date of these terms and conditions, and Buyer desires to pay to Seller a non-refundable deposit as outlined below, for consideration for acquiring a priority right to purchase said Doroni H1X at a future date when production begins, and to receive an assigned position in the production queue of the Doroni H1X.
The following Terms and Conditions constitute a legal contract between Buyer and Seller upon the Buyer reading, acknowledging and accepting below these Terms and Conditions.
1. Pre-Order Deposit. Buyer agrees to pay a non-refundable amount of $1,000.00 by wire transfer or check (the “Deposit”) to the Seller to purchase a priority position in a waiting list (the “Queue”) for the production of the Doroni H1X (a "Position"), subject to the terms of this Terns and Conditions.
2. Position in Queue. Buyer acknowledges and understands that Seller has not begun production for the Doroni H1X. As production shall likely begin in one or more years and will likely be limited, Seller is offering Buyer the opportunity to provide Seller with this Deposit in order to prioritize their opportunity to purchase a Doroni H1X at a future date when production commences. The Deposit is and shall not be considered as the full or complete payment or purchase for the Doroni H1X and shall be viewed only as payment for a Position. Upon the payment of the Deposit by the Buyer to the Seller, Seller shall provide Buyer with notice that they are assigned a Position and such number Position. Information regarding the Deposit and Position shall be provided in the attached Exhibit A.
3. Buyer Acknowledgements.
a. Buyer agrees and acknowledges that although Seller will provide its commercially best efforts to service Buyer's request hereunder in accordance with Buyer's Position, Seller cannot guaranty that Buyer shall purchase the Doroni H1X in accordance with its Position, and that unforeseen circumstances or developments may arise which may prevent this.
b. Buyer agrees and acknowledges and understands that production for the Doroni H1X have not yet begun. As Seller is a start-up company, there is a risk that production of the Doroni H1X may never begin, or may cease prior to Buyer’s opportunity to purchase a Doroni H1X.
c. Buyer acknowledges and understands that this Terms and Conditions solely provides Buyer with a position in the Queue to purchase the Doroni H1X at a future date, and does not guarantee their ability to do so. The purchase of the Doroni H1X shall also be contingent on Buyer fulfilling any and all obligations or requirements under a Purchase Agreement to be completed by Buyer and Seller at a future date, and Buyer’s payment in full for the purchase price of a Doroni H1X.
4. Taxes. The parties hereto agree that, for U.S. federal and applicable state income tax reporting purposes, all interest , if any, from deposit of the Deposit Funds shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by the Seller, whether or not such income was disbursed during such calendar year.
5. Business Days. If any date on which Seller is required to make an investment or a delivery under the provisions of this Terms and Conditions is not a day on which Seller is open for business, then Seller shall make such investment or delivery on the next succeeding Business Day. “Business Day” means any day that is not a Saturday, Sunday or other day on which banking institutions in Florida are authorized or required by law or executive order to close.
6. Force Majeure. No party shall be liable or responsible to the other parties, nor be deemed to have defaulted under or breached this Terms and Conditions, for any failure or delay in fulfilling or performing any term of this Terms and Conditions, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (a) acts of God; (b) flood, hurricane, tropical storm, earthquake, tsunami, fire or explosion; (c) war, invasion, riot, pandemics, acts of terrorism or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Terms and Conditions; (f) action by any governmental authority; (g) national or regional emergency; and (h) strikes, labour stoppages or slowdowns or other industrial disturbances. The party suffering a force majeure event shall give notice to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure that the effects of such force majeure event are minimized.
7. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and shall be deemed to have been given (a) when personally delivered; (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the second day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid; or (d) upon dispatch, if transmitted by email with return receipt requested. Such Notice must be sent to the respective parties at the addresses indicated below. Notwithstanding the above, in the case of Notice delivered to Seller whereby Seller must act based on a specified number of days upon its receipt of such communication, if applicable, such communications shall be deemed to have been given on the date received by an officer of Seller or any employee of Seller who reports directly to any such officer at the above-referenced office.
If to the Seller: Doroni Aerospace, Inc.
11555 Heron Bay Blvd., Suite 200
Coral Springs, Florida 33076
Attn: Doron Merdinger
Email: doron@doroni.io
with a copy to (which shall not
constitute notice):
Pearl Cohen Zedek Latzer Baratz LLP
Attn: Max Lindenfeld
Email: mlindenfeld@pearlcohen.com
If to the Buyer: To the address set forth on the signature page hereto.
8. Entire Agreement. This Terms and Conditions constitutes the sole and entire agreement of the parties to with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the event of any inconsistency between the statements in the body of this Terms and Conditions and those of any future Purchase Agreement with respect to any inconsistency as between the Buyer and the Seller, the statements in the body of the Purchase Agreement shall control.
9. Successor and Assigns. This Terms and Conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign any of its rights or obligations hereunder without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.
10. No Third-Party Beneficiaries. This Terms and Conditions is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Terms and Conditions.
11. Headings. The headings in this Terms and Conditions are for reference only and shall not affect the interpretation of this Terms and Conditions.
12. Amendment and Modification; Waiver. This Terms and Conditions may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Terms and Conditions, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Terms and Conditions shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
13. Severability. If any term or provision of this Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.
14. Governing Law; Forum Selection. This Terms and Conditions shall be governed by, enforced, and construed under and in accordance with the Laws of the State of Florida, without giving effect to the principles of conflicts of law thereunder. Each of the parties irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Terms and Conditions shall be brought exclusively in the state or federal courts of the United States with jurisdiction in Broward County, Florida. By execution and delivery of this Terms and Conditions, each party hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid courts, and irrevocably waives any and all rights such party may now or hereafter have to object to such jurisdiction.
15. Counterparts. This Terms and Conditions may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same Terms and Conditions. A signed copy of this Terms and Conditions delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Terms and Conditions.