American Honda Motor Co., Inc.
HRC Powersports Product Purchase Agreement
This American Honda Motor Co., Inc. (“American Honda”) HRC Powersports Product Purchase
Agreement (the “Agreement”) sets forth the terms and conditions for the purchase of HRC
Powersports Products by the End Customer identified on the signature page (“Purchaser”) and is
effective as of the date set forth on the Customer Signature & Order Form (attached).
Definition:
“HRC Powersports Products” means HRC racing vehicles, HRC racing parts, software and calibration
data for power sports products intended for closed-course competition use only.
“Authorized HRC Performance Shop” or “HRC Performance Shop”) means a dealer authorized in
writing by American Honda to retail HRC Powersports Products pursuant to program criteria.
“End Customer” means the bona fide licensed racer or racing team purchasing for closed-course
competition use.
1. Approved Purposes. Without limiting any of the restrictions on use of HRC Powersports
Products, Purchaser acknowledges and agrees that HRC Powersports Products are for
closed‑course competition use only and may NOT be used on public roads or on vehicles
intended for public road use. Purchaser is strictly prohibited from reselling, transferring, or
otherwise disposing of the Products to any third party under any circumstances. Purchaser shall
not export or re‑export the Products outside the United States.
2. HRC Powersports Products. This Agreement does not obligate Purchaser to purchase from
American Honda or American Honda to sell to Purchaser HRC Powersports Products. If made
available by American Honda, Purchaser may purchase HRC Powersports Products on the terms
set forth in this Agreement and in accordance with HRC Powersports Products order procedures
and then-current prices, which are available upon request. A maximum or minimum order
quantity may be applied to any HRC Powersports Products order at American Honda’s sole
discretion. Unless otherwise agreed to by the parties, all HRC Powersports Products shall be paid
for by credit card in advance of shipment. Purchaser will be notified by American Honda of any
shipping costs and insurance and will make payment for same in accordance with HRC
Powersports Products order procedures. Risk of loss and title will transfer to Purchaser upon
delivery by American Honda to the shipper identified by American Honda in its order
acknowledgment. HRC Powersports Products that will be made available to Purchaser will be
determined by American Honda in its sole discretion. Purchaser understands and agrees that
HRC Powersports Products may be subject to unforeseeable shortages and delays in delivery. All
delivery dates are estimates. In no event shall American Honda, HRC Performance Shops or its
suppliers be liable to Purchaser or any other person or entity for any form of damages caused by
late delivery of HRC Powersports Products or failure to deliver HRC Powersports Products,
Purchaser’ sole remedy for such failure to deliver being a refund of monies previously paid for
HRC Powersports Products that have not been received by Purchaser.
3. NO WARRANTY. HRC Powersports Products are sold “AS IS” and WITHOUT WARRANTY OF ANY
KIND. TO THE FULL EXTENT PERMITTED BY LAW, AMERICAN HONDA MOTOR CO., INC. AND ALL
AFFILIATED HONDA COMPANIES, INCLUDING, WITHOUT LIMITATION, HONDA MOTOR CO., LTD.
(COLLECTIVELY, THE “HONDA COMPANIES”) HEREBY DISCLAIM ALL WARRANTIES, EXPRESS AND
IMPLIED, PERTAINING TO THE HRC POWERSPORTS PRODUCTS AND INFORMATION PROVIDED IN
CONNECTION WITH THE SALE OF THE HRC POWERSPORTS PRODUCTS, INCLUDING BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR USE AND
MERCHANTABILITY. Without limiting the forgoing, Purchaser understands and agrees that
competitive race vehicle driving is an inherently dangerous activity and that it is Purchaser’s
responsibility to determine whether the HRC Powersports Products are appropriate for use in race
vehicles and under the racing conditions to which they will be subjected and if and when such HRC
Powersports Products should be maintained, repaired, and/or replaced.
4. All sales are FINAL, no returns or exchanges. Without limitation of the preceding terms, American
Honda does not offer a core exchange program to the HRC Powersports products.
5. Limitations and Exclusions of Liability. To the fullest extent permitted by law, in no event shall
American Honda or any of its parents, subsidiaries, or affiliates, or any of their respective
officers, directors or employees, have any liability to Purchaser or Purchaser’s customers or any
of their successors, heirs or assigns for any damages resulting from use of the HRC Powersports
Products, including, without limitation, direct, indirect, special, incidental or consequential
damages, damage to or loss of personal property or equipment, loss of profits or revenue, cost
of purchase or replacement of goods, or claims of Purchaser or third parties that result from the
use of any and all HRC Powersports Products. American Honda’s aggregate liability in
connection with the HRC Powersports Products and this Agreement shall not exceed the
amount of money paid by Purchaser to American Honda for HRC Powersports Products
pursuant to this Agreement.
6. Term and Termination. This Agreement shall commence on the Effective Date and terminate on
the first anniversary thereof. If, prior to termination, neither party notifies the other party of its
desire that the Agreement continue, then the Agreement shall continue in force on a month-to-
month basis until a party notifies the other party in writing of its desire that the Agreement
terminate, in which case the Agreement shall terminate thirty (30) days from the date of such
notice. Notwithstanding anything in this Agreement to the contrary, either party may terminate
this Agreement at any time, for any reason or no reason, upon thirty (30) days e-mail or written
notice to the other party.
7. Relationship of the Parties. This Agreement sets for the terms on which American Honda or HRC
Performance Shops will sell HRC Powersport Products to Purchaser. No trademark rights or other
rights are licensed pursuant to this Agreement. This Agreement does not constitute Purchaser as a
franchisee or dealer of HRC Powersports product. Purchaser shall carry on business on its own
account and at its own risk and expense and in its own name. Purchaser shall be in no way a
representative or agent of American Honda and has no authority to assume or create any
obligations on behalf of American Honda. Nothing in this Agreement shall be deemed to
constitute, create, give effect to, or otherwise recognize, a joint venture, franchise, pooling
arrangement, partnership or formal business entity of any kind, and the rights and obligations of
the parties shall be limited to those expressly set forth. Nothing contained herein shall be
construed as providing for the sharing of profits or losses arising out of the efforts of the parties,
or to create a trust of any kind for the benefit of Purchaser, or to impose fiduciary duties on
American Honda, or to give either party the power to direct or control the day-to-day activities of
the other. In fulfilling its obligations pursuant to this Agreement each party shall be acting as an
independent contractor.
8. No Post‐Termination Compensation. American Honda shall not be liable to Purchaser for, and
Purchaser shall not be entitled to, by reason of the expiration or any other termination of this
Agreement, any compensation, remedy, indemnification, reimbursement or damages on account
of the current or prospective profits on Purchaser’s sales or anticipated sales of the HRC
Powersports Products, or on account of Purchaser’s expenditures, investments or commitments
made in connection with the sale or procurement or other dealing in of the HRC Powersports
Products, or on account of the establishment, development or maintenance of the business or
goodwill of Purchaser, or on account of any other cause or thing whatsoever.
9. Miscellaneous. Any delay or failure of either party to perform its obligations shall be excused if
such delay or failure is caused by an event or occurrence beyond the reasonable control of such
party, including acts of God, actions by any governmental authority (whether valid or invalid),
fires, floods, terrorism, threats of terrorism, windstorms, explosions, riots, natural disasters, wars,
inability to obtain power, material, labor equipment or transportation, court injunction or order,
or labor problems such as lockout, strikes and slowdown. All notices hereunder will be in writing
and delivered by e-mail which must be confirmed in hard copy mailed postage prepaid to the
party’s address as set forth on the signature page or to such other address as the party may
hereafter designate by like notice. Any disputes, claims, differences or controversies arising out of
or in connection with this Agreement shall be finally settled by arbitration by the American
Arbitration Association in Los Angeles, California pursuant to the Rules of Arbitration of said
Association. EACH PARTY WAIVES ITS RIGHT TO TRIAL BY JURY. The failure of either party at any
time to require performance by the other party of any provision of this Agreement shall in no way
affect the right to require such performance at any time thereafter, nor shall the waiver of either
party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach
of the same or any other provision. Neither party may assign its rights or delegate its obligations
under this Agreement. If any term(s) of this Agreement is invalid or unenforceable under any
statute, regulation, ordinance, executive order or other rule of law, such term(s) shall be
construed and reformed in a manner that promotes, to the greatest extent possible, the original
intent of the parties while bringing it into compliance with such statute, regulation, ordinance,
order or rule, and the remaining provisions of this Agreement shall remain in full force and effect.
This Agreement, together with the attachments, exhibits, supplements or other terms specifically
referenced herein, constitutes the entire agreement between American Honda and Purchaser
with respect to the matters contained in this Agreement and supersedes all prior oral or written
representations and agreements with respect to such matters. This Agreement may only be
modified in a writing executed by the duly authorized representatives of both parties, provided
that American Honda may modify the terms of purchase of HRC Powersports Products by posting
such terms on the American Honda Website, HRC US Website, or presented in writing. The terms
of this Agreement, including official terms as mentioned above, supersede the standard terms
and conditions accompanying any purchase order for HRC Powersports Products, except as
expressly otherwise agreed in writing, executed by parties. This Agreement shall be governed by,
and construed and enforced in accordance with, the substantive law of the state of California
without reference to its conflicts of law principles, and shall be deemed to be executed in Santa
Clarita, California. Subject to the arbitration procedures described above, in any legal action
relating to this Agreement, each of the parties agrees to the exercise of jurisdiction over it by a
state or federal court in Los Angeles, California.
10. Acknowledgment. Purchaser acknowledges that it has read this Agreement, that it has been
given opportunity to seek advice of legal counsel, that it has had an opportunity to negotiate
and modify the terms of this Agreement, that it fully knows, understands and appreciates the
contents, and that it executes and makes this Agreement voluntarily and of its own free will.
Because this Agreement is the product of negotiations between the parties, to the extent that
any term, provision, or section is deemed ambiguous, it shall not be interpreted against the
interests the party which may have drafted that particular term, provision, or section.