General Terms and Conditions of Purchase Leclanché SA

Contents

1. General
2. Advanced delivery and extra quantities
3. Price and price conditions
4. Delays in delivery
5. Intellectual and material property
6. Confidentiality
7. Acceptance and inspection of Goods
8. Quality
9. Documents accompanying deliveries
10. Responsibility and warranty
11. Invoices and payment terms
12. Setoff
13. Subcontracting
14. No waiver
15. Severability
16. Jurisdiction and applicable law

1. General

A contract (the “Contract”) between LECLANCHÉ SA (“Leclanché”) and its Supplier (the “Supplier”) regarding the purchase of products, parts, raw materials or services (“Goods”) is concluded if Leclanché issues a purchase order (“PO”) for Goods to the Supplier and (1) Supplier confirms the PO either in writing (including email) or over the telephone; or (2) Supplier starts to effect performance.
These General Terms and Conditions of Purchase (“GCP”) apply to every purchase of Goods by Leclanché and prevail over any general terms and conditions or specific conditions of sale of the Supplier. Other general terms and conditions only apply if expressly accepted by Leclanché in writing. Any contractual provisions which differ from these GCP are only valid if Leclanché agrees to them in writing.

2. Advanced delivery and extra quantities

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

3. Price and price conditions

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. If the PO does not refer to an incoterm, it will be assumed that DDP delivery to the location indicated as the place of delivery in the PO applies. If no price is mentioned, Supplier will offer its lowest price subject to Leclanché’s acceptance in writing. In any event, Supplier warrants that the prices charged for the Goods delivered are the lowest prices Supplier charges to any of its customers for similar volumes of similar Goods.

4. 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.

5. 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. Supplier agrees to use these materials for Leclanché only. Supplier agrees to return these materials to Leclanché at any time within 3 working days in good working order. 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 prior written approval from Leclanché. Supplier is liable for any damage, theft, disappearance or partial or total loss of these materials for any reason. Supplier confirms to be adequately insured against such events.

6. Confidentiality

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

7. 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 Supplier. Any delivery not accompanied by the documents specified in the PO and the corresponding delivery note may be refused by Leclanché and may be returned at the expense and the risk of 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 and costs for reworking in Leclanché’s plant. If Leclanché buys replacement Goods from another Supplier, the defaulting Supplier agrees to bear the price difference.

8. Quality

Supplier is responsible for the quality of the Goods delivered and services rendered to Leclanché. 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 Supplier or its sub-contractors. 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.

9. Documents accompanying deliveries

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

10. Responsibility and warranty

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 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 of delivery including published patent applications, (f) not violate any party trade secret information and (g) not violate any applicable laws. 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 inspected the Goods previously. This warranty is valid in addition to any statutory warranty. Any applicable statute of limitations runs from the date of discovery. If 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 Supplier’s expense. In addition to the costs of repairing or replacing, the Supplier agrees 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.

11. Invoices and payment terms

Supplier agrees to send its invoices to the address of Leclanché and include Leclanché’s PO number, references and number of Supplier’s delivery note for identification and control of the order by Leclanché. Leclanché may refuse any invoice lacking this information. Leclanché may deduct the amount equal to the value of missing or defective Goods. Any specific wording on the invoice contrary to the provisions of the PO and/or these GCP is null and void. Payments shall be made by Leclanché in compliance with the payment’s 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.

12. Setoff

Leclanché may set off any amount it owes to Supplier against any amount Supplier owes Leclanché. The Supplier agrees not to have a right to setoff.

13. Subcontracting

Supplier shall not subcontract, transfer or assign any of its rights and obligations under the Contract to any third party or any of its affiliates without the prior written consent of Leclanché. In case Supplier is permitted to subcontract any of its obligations hereunder, it shall remain fully responsible and liable for the proper performance of its obligations.

14. No waiver

No waiver by Leclanché of any breach of any condition, covenant or term of the Contract shall be effective unless it is in writing and no failure or delay by Leclanché in enforcing any provision of the Contract or in exercising any right, power or privilege thereunder shall operate as a waiver thereof.

15. Severability

If any provision in the Contract is or becomes invalid, illegal or unenforceable, such provision shall be replaced by a new provision which best serves the legal and economic purpose of the invalid, illegal or unenforceable provision. If such a replacement is not possible, the relevant provision shall be deemed deleted. Any replacement or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

16. Jurisdiction and applicable law

The Contract shall be governed by the substantive laws of Switzerland excluding the United Nations Convention on Contracts for the International Sales of Goods of 11 April 1980 (CISG).
The competent courts of Zurich, Switzerland, shall have exclusive jurisdiction for all disputes arising out of or in connection with the Contract (including but not limited to matters of validity, conclusion, binding effect, interpretation, performance, or non-performance).

(DOT-G-543, v1, 09.2022)