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General Terms and Conditions of Purchase

(Version June 2016)

1. Leclanché

"Leclanché" refers to either Leclanché SA (Switzerland), Leclanché GmbH (Germany), Leclanché BVBA (Belgium) or Leclanche North America (USA)

2. Acceptance of purchase order 

Any purchase order ("PO") for products, parts, raw materials or services ("Goods") issued by Leclanché to the supplier is deemed to be accepted by the supplier under the specific terms and conditions stated on the PO and these General Conditions of Purchase ("GCP"), if one of the following applies: (1) The supplier confirms the PO either in writing or over the telephone; or (2) the supplier starts to effect performance. The supplier agrees that these GCP prevail over any general terms and conditions or specific conditions of sale of the supplier. Modifications of these GCP are only valid if Leclanché agrees in writing. 

3. Advanced delivery and extra quantities

If Goods are delivered earlier than scheduled, the payment term does not start running and Leclanché may either (1) return the Goods at the supplier's expense or (2) return extra quantities not ordered at the supplier's expense and deduct the value of these extra quantities from the invoiced amount or (3) keep the extra quantities free of charge.

4. Price and price conditions

The supplier agrees to deliver the Goods for the price as stated on the PO. The price includes packaging and delivery in accordance with the incoterm stated on the order. Shall incoterm not be on the PO, it will be assumed to be DDP delivery location. If no price is mentioned, the supplier will offer its lowest price subject to Leclanché's acceptance in writing. In any event, the supplier warrants that the prices charged for the Goods delivered are the lowest prices the supplier charges to any of its customers for similar volumes of similar Goods. 

5. Delays in delivery

The delivery dates accepted by the supplier must be strictly respected. In the event of delayed delivery of all or part of the Goods, Leclanché may reduce or cancel the orders for Goods not received without notice and without compensation. Leclanché may buy Goods not received from another supplier at the expense of the defaulting supplier. This right does not affect any other rights Leclanché may have, in particular any right to seek damages.

6. Intellectual and material property

The drawings, sketches, patterns, specifications, specific documents, production tooling, inspection tooling and other means made, issued or paid to the supplier remain the property of Leclanché. The supplier agrees to use these materials for Leclanché only. The supplier agrees to return these materials to Leclanché at any time within 3 working days in good working order. The supplier further agrees not to destroy such material, not to alter it or to pass it on to third parties and not to use or reproduce it for another production without written approval from Leclanché. The supplier is liable for any damage, theft, disappearance or partial or total loss of these materials for any reason. The supplier confirms to be adequately insured against such event. 

7. Confidentiality

All information made available by Leclanché to the supplier is confidential. The supplier agrees to take all measures to ensure confidentiality. 

8. Acceptance and inspection of Goods

The Goods supplied are subject to acceptance by Leclanché. Acceptance by Leclanché is not final before quantity and quality inspections have been performed by Leclanché's quality assurance department. Unless otherwise specified in the PO, Leclanché may refuse the Goods within 60 working days from delivery. Leclanché has the right to return defective Goods at the expense and the risk of the supplier. Any delivery not accompanied by the documents specified on the PO and the corresponding delivery note may be refused by Leclanché and may be returned at the expense and the risk of the supplier. In the event of a return of defective Goods, Leclanché is entitled to request the replacement or the modification of the Goods to make them compliant with the conditions of the PO. Alternatively, Leclanché may deduct the costs of the modification from the price including, but not limited to costs for identification and marking, transportation fees, costs for reworking in Leclanché's plant. If Leclanché buys replacement Goods from another supplier, the defaulting supplier agrees to bear the price difference.

9. Quality 

The supplier is responsible for the quality of the Goods delivered and services rendered to Leclanché. The supplier's quality system shall be ISO 9001:2015 compliant or equivalent. If Leclanché orders initial samples or prototypes, any PO is not valid until Leclanché approves the samples or prototypes. Leclanché may send a representative to inspect the execution of its order and/or to audit the quality system in the plant of the supplier or its sub-contractors. The supplier agrees to give the representative free access during working hours to all facilities and ensures that also any sub-contractor agrees to the free access. 

10. Documents accompanying deliveries

The supplier encloses with each shipment a legible and accessible detailed delivery note including the PO number to allow identification and quantity check.

11. Responsibility and warranty

The supplier warrants to Leclanché that, upon delivery and during the warranty period of 24 months, all Goods delivered (including all replacement or corrected Goods or components which the supplier delivers pursuant to this warranty) will (a) be free from defects in material, workmanship, and design, even if the material, workmanship or design have been approved by Leclanché, (b) conform to applicable drawings, designs, quality control plans, specifications and samples and other descriptions furnished or specified by Leclanché, (c) operate for the intended purposes as ordered by Leclanché, (d) be free and clear of any and all liens, restrictions, reservations, security interests or encumbrances, (e) not violate any intellectual property rights of any third party existing as of the date including published patent applications, (f) not violate any party trade secret information and (g) do not violate any applicable laws. The supplier confirms to perform its services in accordance with the highest standards in the industry. The warranty period starts on the date of delivery of Leclanché's product(s) to the end user and survives any delivery, inspection, acceptance or payment by Leclanché for the entire warranty period. Claims for breach of warranty do not accrue until discovery of noncompliance, even if Leclanché has the Goods previously inspected. This warranty is valid in addition to any legal warranty. Any applicable statute of limitations runs from the date of discovery. If the supplier does not deliver Goods free of defects within the time specified by Leclanché, Leclanché is entitled, in addition to any legal rights or claims, to have the defective Goods repaired or replaced at the supplier’s expense. In addition to the costs of repairing or replacing, the supplier agrees to bear and to reimburse Leclanché for all related costs, expenses and damages (for example costs of removal, disassembly, failure analysis, fault isolation, reinstallation, re-inspection and retrofit of the defective Goods or of Leclanché's affected end-product, freight charges, customer charges, costs of additional inspection or quality control systems, lawyer costs, damages). In addition to the warranty, the supplier agrees to hold Leclanché harmless for any damage caused by defective Goods. These warranties, and all other warranties, express or implied, are not affected by delivery, inspection, acceptance or payment. 

12. Invoices and payment terms

The supplier agrees to send its invoices to the address of the company issuing the PO and include Leclanché's PO number, references and number of the supplier’s delivery note for identification and control of the order by Leclanché. Leclanché may refuse any invoice lacking this information. In any dispute regarding the prices invoiced, the Goods delivered (quantity and quality) or the services rendered, Leclanché may deduct the amount equal the value of the missing or defective Goods. Any specific wording on the invoice contrary to the provisions of the PO and these GCP are null and void. Payments shall be made by Leclanché in compliance with the payments terms specified in the PO. If no payment terms are specified, the payment term is 60 days after delivery of the Goods including documentation and certificates.

13. Setoff

Leclanché may setoff any amount it owes to the supplier against any amount the supplier owes Leclanché. The supplier agrees not to have a right to setoff. 

14. Jurisdiction and applicable law

Any PO is governed by and construed in accordance with the law of the Leclanché legal entity placing the PO. The conflict of law rules and the United Nations Convention on Contracts for the Sale of Goods (CISG) do not apply. Place of jurisdiction is Zurich, Switzerland.