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Please read this VinFast Vehicle Order Agreement (the “Agreement”) carefully. By electronically executing this Agreement you are agreeing to be legally bound by its terms and conditions.,
This Agreement constitutes a written binding agreement for you to order from VinFast Auto Auto Canada Inc.(“VinFast” or “we”) a new VinFast electric vehicle (a “Vehicle”). VinFast and you may be referred to individually herein as a “Party” and collectively as the “Parties.”
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties understand and agree as follows:
The Agreement supplements the VinFast Terms Of Use, the VinFast Reservation Agreement pursuant to which you made a reservation to place an order for a Vehicle (“Reservation Agreement”), and is subject to the VinFast Privacy Policy, which are all incorporated herein by reference. In the event of a conflict between provisions set forth in the Agreement and the VinFast Terms of Use or VinFast Reservation Agreement, the provisions in this Agreement shall take precedence. Any capitalized terms not defined herein shall have the meanings set forth in the Reservation Agreement.
1. Order and Purchase. As the production date for your Vehicle is approaching, VinFast invites you to choose from certain available options to select your preferred Vehicle configuration and to place your order (the “Order”) to purchase a Vehicle when the Vehicle becomes available. VinFast agrees to sell or lease the Vehicle to you at that time. Upon your electronic execution of this Agreement your Reservation Fee (as defined in the Reservation Agreement) will become non-refundable. To complete the purchase or lease of your Vehicle, you and VinFast must execute the VinFast Sales Agreement which will include additional terms and conditions, including the final price sheet for your Vehicle, subject to any final changes in pricing, specifications and/or options associated with the Vehicle prior to delivery. Full payment for your Vehicle, including purchase price, taxes, title or registration fees, delivery charges and other applicable fees and charges, will be required at that time.
2. Eligibility; Order Information. You represent and warrant that you are of the age of majority in the province or territory of your residence, a current VinFast Reservation holder, and a resident of Canada. You further represent and warrant that all information you have provided in connection with your Order is accurate and complete, and you acknowledge that it is your responsibility to keep this information current and to inform VinFast of any relevant changes. VinFast shall not be liable for inaccurate, incomplete, or outdated information provided by you.
3. No Guarantee of Delivery Date. You are making an Order for your Selected Vehicle that you chose in the Reservation Agreement (either a VF 8 mid-size eSUV or a VF 9 full-size eSUV). Final pricing will be based upon the manufacturer’s retail price for your Selected Vehicle, features and options at time of delivery. Your priority will be generally determined by the date of your Order, our manufacturing schedule, and our delivery and service operations availability. We will notify you when your Selected Vehicle becomes available for delivery. There is no guarantee as to delivery date and any estimated delivery date of your Selected Vehicle, if provided, is only an estimate and not a guarantee.
4. Vehicle Configuration Change. You represent and warrant that you understand that final details regarding the Vehicle configuration and feature specifications including, without limitation, battery range and other available features, may change prior to delivery.
5. Direct to Consumer Sales. VinFast sells its vehicles directly to consumers. This includes vehicles which are to be exported to somewhere other than where you tell us the vehicle will be registered. There are some Canadian provinces or territories which VinFast is not licensed to trade in motor vehicles at this time. If your Vehicle will be registered in a Canadian province or territory where VinFast is not licensed to sell vehicles, you agree to purchase your Vehicle from a province or territory in which we are licensed. In that event, we will help you coordinate delivery of your Vehicle, at your cost and on your behalf, to a location of your choosing.
6. Communications. You consent to being contacted by VinFast now and in the future via telephone, text message, and email at those telephone numbers and email addresses you provide to VinFast. You agree that communications may contain your non-public information and include pre-recorded artificial voice messages and/or automatic telephone dial devices with non-marketing information about your vehicle, such as service reminders and appointments. Your consent covers the use of these contact methods to call or send text messages to the wireless telephone number(s) and to send text or email messages to the email address(es) you provide, for which you may incur a charge.
7. No Resellers & Cancellation. While this Agreement creates a binding Order for you to purchase the Vehicle when built by VinFast, this Agreement does not create an obligation by VinFast to build the Vehicle. VinFast may unilaterally cancel any order that we believe has been made with the intent to resell the Vehicle or otherwise has been made in bad faith. VinFast may also cancel your Order if a vehicle, product, feature, or option is discontinued after you place your Order.
8. Data We Collect from You. The data that we collect from you or about your Vehicle will be used in accordance with our Privacy Policy and Terms of Use. The types of data that we collect from you and how we use that data may change over time and in such event, we will give you notice via the contact information that you have provided to us.
9. Termination; Liquidated Damages. This Agreement may be terminated by VinFast if you breach the terms of this Agreement. In the event that you do not fulfill your agreement to purchase the Vehicle, or VinFast terminates this Agreement due to your breach, VinFast will retain the Reservation Fee you paid under the Reservation Agreement as liquidated damages. In the event we are unable to perform or unilaterally terminate this Agreement for a reason other than your default, we will refund your Reservation Fee as your sole and exclusive remedy.
IF YOU ARE A CONSUMER AS UNDERSTOOD UNDER QUEBEC’S CONSUMER PROTECTION ACT, SECTION 10A DOES NOT APPLY TO YOU.
A. No Consequential or Indirect Damages. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL VINFAST OR ANY OF ITS AFFILIATES, AND/OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT A PROPOSED DEFENDANT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
B. Maximum Liability. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL VINFAST’S OR ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE RESERVATION FEE YOU PAID TO VINFAST PURSUANT TO THIS AGREEMENT.
C. Exclusion. To the extent any jurisdiction does not allow the exclusion or limitation of direct, incidental, punitive, or consequential damages, portions of the above limitations or exclusions may not apply.
11. Force Majeure. “Force Majeure Event” refers to an event which is beyond a Party’s reasonable control and not occasioned by such Party’s fault or negligence, including (but not limited to) acts of God or public enemy, war, civil war, warlike operations, terrorism, insurrections or riots, fires, floods, explosions, epidemic or quarantine restrictions, any act of government, governmental priorities, or allocation order. Neither Party shall be responsible nor deemed to be in default on account of delays or interruptions in the performance of its obligations under this Agreement to the extent affected by a Force Majeure Event. By agreeing to this Agreement, you also expressly agree that VinFast is not responsible for any delay in delivery caused directly or indirectly by the current or future COVID-19 infection event and/or the war in Ukraine, including, without limitation, any delay in delivery by suppliers.
A. Dispute Resolution. Any dispute, controversy or claim arising between the Parties (the “Dispute”), including, without limitation, the formation, validity, binding effect, interpretation, performance, breach, or termination, as well as non-contractual claims, shall, if possible, be finally settled amicably by negotiation between the Parties (“Internal Dispute Resolution”).
B. Mediation. If the Parties are unable to reach an amicable solution to the Dispute pursuant to the Internal Dispute Resolution process within ten (10) business days from the first notice of Dispute, the Parties agree to seek to resolve the dispute or controversy through mediation with Canadian Arbitration Association before pursuing any other proceedings. Any Party to the dispute may serve notice on the other of its desire to resolve a particular dispute by mediation. The mediator shall be appointed by agreement between the Parties or, if the Parties cannot agree within five days after receipt of the notice of intention to mediate, the mediator will be appointed by Canadian Arbitration Association. The mediation will be held in the City of Toronto. The Parties agree to attempt to resolve their dispute at mediation. The costs of the mediator shall be shared equally by the Parties. If the dispute has not been resolved within thirty days of the notice of desire to mediate, any Party may terminate the mediation and proceed to arbitration as set out below.
C. Arbitration. Subject to the mediation provisions set out above, if any dispute or controversy occurs between the Parties relating to the interpretation or implementation of any of the provisions of this Agreement, the dispute will be resolved by arbitration at Canadian Arbitration Association pursuant to the general Canadian Arbitration Association Rules for Arbitration. Any Party may serve notice of its desire to refer a dispute to arbitration. The arbitration shall be conducted by a single arbitrator. The arbitration shall be held in the City of Toronto. The arbitration shall proceed in accordance with the provisions of the Arbitration Act, 1991 (Ontario). The decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom. Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The costs of the arbitrator shall be divided equally between the parties.
D. Injunctive Relief. Nothing in this Agreement shall prevent either Party from seeking injunctive relief against threatened conduct that will cause it loss or damages. Such relief may be sought without posting a bond and under the usual equity rules, including the applicable rules for obtaining restraining orders and preliminary and permanent injunctions. If injunctive relief is granted, the enjoined Party’s only remedy will be the court’s dissolution of the injunctive relief. If the injunctive relief was wrongfully issued, the enjoined Party expressly waives all claims for damages incurred as a result of the wrongful issuance.
13. Miscellaneous. (a) Choice of Law. This Agreement shall be construed, interpreted and governed by the laws of the Province of Ontario other than those relating to conflicts of laws. (b) Severability. If for any reason an arbitrator or court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement shall continue in full force and effect and the unenforceable provision shall be deemed to be omitted from the Agreement. (c) Modification. This Agreement may not be modified, altered or amended unless expressly agreed to in writing signed by VinFast. (d) No Waivers. The failure by VinFast to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of VinFast. (e) Assignment. You may not transfer or assign your rights under this Agreement without VinFast’s express prior written consent. Any assignment in violation of this Agreement will be null and void.
You consent to being contacted by VinFast now and in the future via telephone, text message, and email at those telephone numbers and email addresses provided to VinFast to facilitate the Order. You agree that communications may contain your non-public information and include pre-recorded artificial voice messages and/or automatic telephone dial devices with non-marketing information about the Selected Vehicle. Your consent covers the use of these contact methods to call or send text messages to the wireless telephone number(s) and to send text or email messages to the email address(es) provides, for which you may incur a charge. Unless you otherwise specifically consented to receive marketing communication, VinFast will not communicate with you for marketing-related purposes.
ByThis Selected Vehicle features connected services and relies on wireless technology to transmit data to use the connected services. Connected services require the Selected Vehicle to transfer and receive data from VinFast, third-party service providers and you. Users of the vehicle can decline to use some of the connected services but there are some services that cannot be declined because the Selected Vehicle requires them to operate.
The data that VinFast collects from you or other users of the Selected Vehicle will be used in accordance with VinFast’s Privacy Policy and Terms Of Use. The types of data that VinFast collects from you and other users of the Vehicle and how VinFast uses that data may change over time and in such event, VinFast will give them notice via the contact information that they have provided to VinFast.
Please note that users of the Vehicle may withdraw their consent at any time for the processing of their personal information via the appropriate vehicle systems, but this could lead to the inability of VinFast to deliver certain services and features. Please refer to the user manual for more information on the management of your preferences regarding the processing of your personal information via the Vehicle's systems.
By clicking below, you are providing your electronic signature that you have read and agree to this VinFast Vehicle Order Agreement. You are not required to sign this Agreement to maintain your Reservation.
Full Name: _____________________________
Date: _________________________________
☐ Agreed to and Accepted
E-Signed by VinFast Auto Canada Inc.