RESERVATION AGREEMENT
This Reservation Agreement (this "Agreement") between you and Strut Motors, Inc. ("Strut Motors", "we" or "us") is for your reservation to place an order for an pre‑production electric vehicle—known as the NURD Drop 1 Prototype (the "Vehicle") with us. As the Vehicle enters production, we will contact you to give you an opportunity to formally place your order.
1. Reservation. By entering into this Agreement, you are making a reservation to place an order for a Vehicle with us as part of our NURD Drop 1 program. The NURD Drop 1 program comprises early, hand‑built pre‑production units for which engineering, validation, and refinement are ongoing. This Agreement does not constitute the sale of a Vehicle, nor does it lock in pricing, a production slot, or an estimated date of delivery. You are under no obligation to purchase a Vehicle from us, and we are under no obligation to supply you with a Vehicle. You acknowledge that the Vehicle is an early, hand‑built pre‑production unit under the NURD Drop 1 program. As such, ongoing engineering efforts may result in variations from the final production models, and key business terms—including pricing, production scheduling, and delivery timelines—may be adjusted as these efforts progress. The final purchase agreement will reflect any such changes, and your reservation does not guarantee fixed business terms. Your reservation for a Vehicle acts as a deposit for a future purchase of the Vehicle. If and when we notify you that it is time to place an order for the Vehicle, the sale and purchase of that Vehicle will be governed by a separate and legally binding purchase agreement between you and Strut Motors or an authorized dealer of Strut Motors.
2. Reservation Payment. You will make a reservation payment to us in the amount of $5,000 ("Reservation Payment") in connection with the submission of your reservation of a Vehicle hereunder. The Reservation Payment is fully refundable at any time (e.g., you may cancel or abandon your reservation, and we may decline to maintain your reservation). You acknowledge that we will not hold your Reservation Payment separately or in an escrow or trust fund, nor will any interest be due on the Reservation Payment, although we reserve the right to retain any interest that may accrue on the Reservation Payment while it is in our custody.
3. Purchase Price. Pricing for the Vehicle and for any and all options and packages available in connection with the purchase of the Vehicle may not be available at the time of reservation. To the extent that such pricing is available, it remains subject to change until agreed upon in a definitive, executed purchase agreement.
4. Reservation Process. This Agreement becomes effective when we receive your validly executed Agreement and your Reservation Payment in the amount and form stated in the payment instructions provided to you during the reservation process ("Payment Instructions"). You may execute this Agreement by acknowledging and accepting this Agreement online or submitting a signed Agreement to a representative of Strut Motors. You may make your Reservation Payment as set forth in the Payment Instructions. Once this Agreement becomes effective, you will be placed on the Vehicle reservations list and will receive communications about the Vehicle.
5. Eligibility and Authority. You must be at least 18 years of age and a resident of the United States to place a reservation for a Vehicle. By agreeing to this Agreement, you represent and warrant to us that you are at least 18 years of age and a resident of the United States. If you are reserving a Vehicle on behalf of a company, organization or entity (an “Entity”) located in the United States, you represent and warrant that you have the authority to bind that Entity to this Agreement and such Entity agrees to be bound by this Agreement.
6. Priority and Delivery. We will establish the sequence of your reservation in our sole discretion. We may decline reservations for any or no reason, including in an effort to avoid over‑subscription. If your reservation is declined or canceled by Strut Motors, you will be notified and your Reservation Payment will be refunded. You understand that the Vehicle is a pre‑production, hand‑built unit, and as part of the NURD Drop 1 program, early production units may experience delays in delivery and may be subject to extended service times.
7. Order Process. When the start of production for your reservation nears, we will ask you to configure your options. We provide for your review an order for your Vehicle containing the information provided by you and a purchase agreement indicating the estimated purchase price of your Vehicle, taking into account the base price of the model and any options included or that you select, plus estimates of any applicable taxes, duties, transport and delivery charges, and any other applicable fees. If you wish to proceed and purchase the Vehicle, you must sign and return the purchase agreement together with any required order payments. Production of your Vehicle will then begin and your order payment under the purchase agreement will become non-refundable (to the extent permitted by applicable law). At the time you enter into the purchase agreement, your Reservation Payment will be applied toward your order payment. These procedures may be subject to change.
8. Cancellation. You may cancel your reservation and receive a full refund of your Reservation Payment at any time by sending an email to hello@gostrut.com from the address you used to make the reservation or an updated address you have added to your Strut Motors account by contacting hello@gostrut.com. If you are entitled to a refund of your Reservation Payment, you will receive it within approximately 5-10 business days. If we cancel your reservation at any time, you will receive a full refund of your Reservation Payment to the address in your Strut Motors account at the time of cancellation.
9. Restrictions on Assignment, Transfer, Export and Resale. You may not assign your rights under this Agreement without our prior written consent. We may assign this Agreement and your Reservation Fee in our sole discretion without your consent. Any assignment in violation of this Agreement will be null and void. The Vehicle is intended for use only in the country where we sell you the Vehicle, and service will be limited or unavailable outside of that country. You agree that you will not directly or indirectly export, or assist or facilitate the export of, this vehicle to a country where the United States or Canada has imposed trade restrictions. We sell Vehicles directly to end-consumers, which sales are expected to be subject to a minimum two-year holding period by the original purchaser. We may unilaterally cancel any order or reservation that we believe has been made with a view toward resale of the Vehicle in violation of such restrictions or that has otherwise been made in bad faith.
10. Data Accuracy and Privacy. When reserving a Vehicle and from time to time thereafter, we may ask you to provide information so that we may perform our obligations under this Agreement. You represent and warrant that all such information provided is accurate, and it is your responsibility to keep this information current at any time by emailing info@gostrut.com. We shall not be liable for any inaccurate or outdated information provided to us. We will maintain your personal information in accordance with our Privacy Policy, which is available at https://gostrut.com/strut-motors-privacy-policy-1.
11. Limitation of Liability. To the maximum extent permitted by applicable law, we make no warranty of any kind in connection with this Agreement, the Vehicle or the reservation of the Vehicle. Under no circumstances will we be held liable for any direct, indirect or consequential loss or damage, including any and all (a) loss of opportunity (including loss of contract or right to offer or tender); (b) lost opportunity cost; (c) loss of business; (d) reduction or damage to goodwill; (e) damage to name or reputation; (f) loss or corruption of data, regardless of whether such losses are considered direct, indirect, consequential, or incidental, in contract, tort (including negligence), under any statute or law or otherwise arising out of our breach of this Agreement, even if we have been advised of the possibility of such damages. If we are held liable for any damages related to your reservation or this Agreement, your sole and exclusive remedy will be limited to reimbursement of the Reservation Payment paid to and held by us. Early Production Units: As part of the NURD Drop 1 program, you acknowledge that the Vehicle is an early production unit which may be subject to extended service times, delays in repairs, or issues not typically encountered in later production models. You agree that such extended service times or delays shall not constitute a breach of this Agreement, and Strut Motors shall not be liable for any inconvenience, loss, or damages arising therefrom. Notwithstanding the foregoing, we will use commercially reasonable efforts to address any service issues as promptly as possible given the current capacity of our national service centers.
12. Acknowledgments. You understand that we may not have completed development of the Vehicle or commenced manufacturing of the Vehicle at the time you make your reservation. If you purchase a Vehicle, you acknowledge that delivery timelines are subject to production schedules, supply chain factors, and regulatory approvals, and that we do not guarantee a specific delivery date. We will provide updates on estimated delivery windows as production progresses.
13. Miscellaneous
(a) Third Party Beneficiaries. Our subsidiaries and affiliates shall be entitled to rely upon, shall be express third party beneficiaries of, and shall be entitled to enforce, the provisions of this Agreement.
(b) Choice of Law. This Agreement, its subject matter and its formation, and any related non-contractual disputes or claims, are governed by the laws of the State of Michigan, without reference to its conflict of laws provisions.
(c) EXCLUSIVE VENUE. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE RESERVATION OF THE VEHICLE SHALL BE INSTITUTED SOLELY IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF MICHIGAN IN EACH CASE LOCATED IN THE CITY OF DETROIT AND COUNTY OF WAYNE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
(d) WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE OUT OF THIS AGREEMENT OR THE RESERVATION OF THE VEHICLE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE RESERVATION OF THE VEHICLE.
(e) Entire Agreement. This Agreement, including our Privacy Policy, will be deemed the final and integrated agreement between you and us on with respect to the reservation of the Vehicle. This Agreement shall supersede all prior and contemporaneous representations, warranties, agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.
(f) Force Majeure. Both your and our obligations under this Agreement (other than your payment obligations) will be suspended to the extent that such party is wholly or partially precluded from complying with its obligations under this Agreement by force majeure. Force majeure includes, but is not restricted to, fire, storm, flood, earthquake, explosion, accident, act of the public enemy, war, rebellion, insurrection, sabotage, outbreak, epidemic, public health emergency, quarantine restriction, labor dispute, labor shortage, transportation embargo or failure, curtailment or delay in transportation, act of God, act (including laws, regulations, orders, advisories, disapprovals or failure to approve) of any government or public health agency or authority, whether national, statewide, municipal, or otherwise, or any other event or circumstance beyond such party’s control.
(g) Severability. If for any reason a 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 modified solely to the extent necessary to make it enforceable.
(h) Modification. This Agreement may not be modified, altered or amended unless expressly agreed to in writing signed by Strut Motors.
(i) No Waivers. The failure by us 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 Strut Motors.