This Preorder Agreement (these “Terms” or “Agreement”) govern the placing of a preorder (“Preorder”) with Rivian, LLC (“Rivian” or “we” or “us”) for an Electric Adventure Vehicle (“Vehicle”). Please read all of these Terms carefully before submitting your Preorder. By submitting your Preorder, you agree to be legally bound by these Terms.
1. No Obligations
Each Preorder you submit for a Vehicle acts as a deposit for a future purchase of the Vehicle. You are under no obligation to purchase a Vehicle from us, and we are under no obligation to supply you with a Vehicle.
These Terms do not constitute an agreement for the sale of a Vehicle and do not lock in pricing, a firm production slot, a firm delivery date, or specific Vehicle configuration. To complete the purchase or lease of a Vehicle, you will need to execute Rivian’s standard Order Agreement and Agreement to Purchase (“Final Sales Agreement”) which will include additional terms and conditions, including the final price sheet for the vehicle you ultimately select (“Your Selected Vehicle”). The Order Agreement and Final Sales Agreement may be made with another Rivian entity. Additional payment for You Selected Vehicle, including taxes and other governmental fees, will be required at that time.
We may decline Preorders to avoid over-subscription or as we deem appropriate in our sole discretion. If your Preorder is declined, you will be notified and your Preorder payment will be refunded.
2. Preorder Eligibility: Age and Residency; Entity Preorders
You must be at least 18 years of age and a resident of Canada to Preorder a Vehicle. By agreeing to these Terms, you represent and warrant to us that you are at least 18 years of age and a resident of Canada. If you are Preordering a Vehicle on behalf of a company, organization or entity (an “Entity”) located in Canada, you represent and warrant that you have the authority to bind that Entity to these Terms and such Entity agrees to be bound by these Terms.
When placing a Preorder for a Vehicle, You represent and warrant that all information provided is accurate, and it is Your responsibility to keep this information current at any time by emailing firstname.lastname@example.org. Rivian shall not be liable for inaccurate or outdated information.
You will be charged the fee indicated (the “Preorder Fee”) when you place your Preorder. Placing a Preorder constitutes your express agreement to be charged the Preorder Fee using your provided payment method. Your payment will be held by Rivian in a separate account designated solely for Preorders and released for application towards the final sales price of Your Selected Vehicle when you execute the Final Sales Agreement.
5. No Guarantee of Delivery Date
You are preordering a Vehicle without specifying the model, features, and options. We will endeavor to produce Your Selected Vehicle in the future and your priority will be set by the date of payment of your Preorder Fee, our manufacturing schedule and execution of the Final Sales Agreement. There is no guarantee as to delivery date based on your Preorder.
You can cancel your Preorder and receive a full refund of your Preorder Fee at any time by sending an email to email@example.com from the address you used to make the preorder or an updated address you have added to your Rivian account by contacting firstname.lastname@example.org. You will receive your refund within approximately 3 business days. Rivian promotional items, if any, received at the time of Preorder are yours to keep even after cancellation. Rivian may cancel your Preorder at any time and will issue a full refund of your Preorder Fee to the address on file.
7. Vehicle Configuration and Battery Range
You understand that we may not have completed the development of the Vehicle or begun manufacturing the Vehicle at the time of your Preorder and specifications are subject to change at any time. You understand battery range and other available features have not yet been determined. By agreeing to these Terms, you represent and warrant to us that you understand that the Vehicle configuration may change prior to execution of any Final Sales Agreement.
9. Force Majeure
Your transaction does not create liability for Rivian or you for any failure to perform due to an event beyond our control, including, but not limited to, any Act of God, pandemic, epidemic, disease, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, unavailability of materials, strike, earthquake, flood or any other natural or man-made eventuality outside of our control.
10. Modification and Severability
We reserve the right, at our discretion, to change these Terms at any time. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of these Terms shall continue in full force and effect and the unenforceable provision shall be deemed to be modified solely to the extent necessary to make it enforceable.
11. No Waivers
The failure by us to enforce any right or provision of these Terms 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 Rivian.
You may not assign your rights under these Terms without our express prior consent. Rivian may assign these Terms in our discretion without your consent.
13. Limitation of Liability
No Consequential or Indirect Damages. IN NO EVENT SHALL RIVIAN, ITS AFFILIATES OR PARTNERS, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF 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 AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
Maximum Liability. IN NO EVENT SHALL RIVIAN’S 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 TOTAL OF THE AMOUNTS PAID TO RIVIAN PURSUANT TO THIS AGREEMENT.
14. Applicable Law
These Terms, their subject matter and their formation, and any related disputes under any legal theory, are governed by and construed in accordance with the laws of the Province of British Columbia with the exclusion of its conflict of laws rules. Rivian and you agree that the competent courts situated in Vancouver, British Columbia have exclusive jurisdiction to settle any dispute, controversy or claim under any legal theory arising from or in any way connected with these Terms. Rivian and you consent to the jurisdiction of such court and waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to inconvenient forum or any other basis.
Survival. Clauses 1, 5, 8, 9, 10, 11, 13 and 14 shall survive any termination of this Agreement.
15. Entire Agreement