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VinFast Vehicle Order Agreement
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, which include (1) an agreement to mandatory arbitration, which means that you agree to submit any dispute related to this Agreement to binding arbitration rather than proceeding in court; (2) a jury waiver; and (3) a class action waiver, which means that you agree to proceed with any dispute individually and not as part of a class action.
This Agreement constitutes a written binding agreement for you to order from VinFast Auto, LLC (“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:
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 will become non-refundable. To complete the purchase or lease of your Vehicle, you 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 at least 18 years of age, a current VinFast Reservation holder, and a resident of the United States. 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 VinFast shall not be liable for inaccurate, incomplete, or outdated information provided by you.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 US states which do not allow the sale of vehicles directly to consumers. If your Vehicle will be registered in a US state where VinFast is not licensed to sell vehicles, you agree to purchase your Vehicle from a state 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.
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.
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.
10. Limitation of Liability.
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 TOTAL OF THE AMOUNTS 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.
12. Dispute Settlement.
A. Waiver of Jury Trial. THE PARTIES VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF THIS AGREEMENT, ANY CONTRACT, PURCHASE ORDER OR IN ANY WAY RELATED TO THE AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THE AGREEMENT.
B. 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 senior executives of the Parties (“Internal Dispute Resolution”).
C. 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, then the Dispute shall be submitted first to mediation, in Los Angeles, California, under the auspices of the American Arbitration Association (“AAA”), in accordance with the AAA’s Commercial Mediation Rules then in effect. All negotiations are confidential and are deemed compromise and settlement negotiations for the purposes of applicable rules of evidence. Each Party shall bear its own cost of mediation and shall share mediation costs equally.
D. Arbitration. In the event the Parties are unable to resolve any dispute by Internal Dispute Resolution or mediation within sixty (60) days after the notice of Dispute, the Parties shall submit the Dispute to binding arbitration before a single arbitrator agreeable to both Parties, or if the Parties cannot agree, then an arbitrator shall be appointed by the AAA. All proceedings will be conducted at a suitable location chosen by the arbitrator in Los Angeles in the State of California. Judgment upon the arbitrator’s award shall be final and binding and may be entered in any court of competent jurisdiction. The arbitration proceeding and all allegations and matters discussed therein shall remain strictly confidential. The arbitration proceeding shall be conducted in English. Each Party further agrees that in any arbitration proceeding each must submit or file any claim which would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedure) within the same proceeding as the claim to which it relates. Any claim which is not submitted or filed as required is forever barred. Despite the Parties’ agreement to arbitrate, each Party has the right in a proper case to seek temporary restraining orders and temporary or preliminary injunctive relief from a court of competent jurisdiction; provided, however, that each such Party must contemporaneously submit its dispute for arbitration on the merits as provided in this Section.
E. Class Action Waiver. The Parties further agree that the arbitration shall be conducted in each Party’s respective individual capacity only and not as a class action or other representative action, and the Parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND VINFAST AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, NEITHER YOU NOR VINFAST WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CONSUMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. If a court or arbitrator finds this Class Action Waiver provision to be unenforceable as to a particular class or representative action, then this entire Class Action Waiver Section shall be null and void as to that class or representative action, and the action may only be brought in court rather than in arbitration.
F. 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.
(a) Choice of Law. This Agreement shall be construed, interpreted and governed by the substantive laws of the State of California 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 modified solely to the extent necessary to make it enforceable. (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.
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.