General Terms and Conditions of Supply

General Terms and Conditions of Supply of Goods and Services

(Version March 2026)

 

1. GENERAL

1.1 A contract (“Contract”) between Leclanché SA, Leclanché E-Mobility SA , or its affiliates (“Leclanché”) and its customer (the “Customer”; together with Leclanché the “Contractual Parties”) regarding the purchase of goods and/or services is concluded if Leclanché issues an acknowledgement of order.

1.2 These General Terms and Conditions apply to every delivery of goods by, and to all services of Leclanché. Any general terms and conditions contained in a Purchase Order or in any other document or communication from the Customer shall only apply if expressly accepted by Leclanché in writing. Any contractual provisions deviating from these General Terms and Conditions shall be valid only if agreed in writing, and, in the event of any conflict, these Terms and Conditions shall prevail unless otherwise agreed in writing.

1.3 If any provision or part-provision in these General Terms and Conditions is or becomes invalid, illegal, or unenforceable, the Contractual Parties agree to replace such provision 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 these General Terms and Conditions.

1.4 Descriptions and illustrations contained in Leclanché’s catalogues, brochures, website, data sheets, price lists and other advertising materials are indicative only and provided for general information purposes and shall be binding only if Leclanché expressly confirms their binding nature in writing. The Customer shall be deemed to have purchased the Products without reliance on such descriptions and illustrations.

2. GOODS AND SERVICES

2.1 Leclanché states all goods to be delivered and all services to be rendered in its acknowledgement of order. The Customer is not entitled to any additional services or goods which are not explicitly stated in such acknowledgement of order. Leclanché may, where available, alternatively supply goods with similar or improved performance, energy, and durability characteristics at the same price.

3. DELIVERY AND RELATED CUSTOMER OBLIGATIONS

3.1 The terms of delivery start the moment the Customer receives the acknowledgement of order. Any technical details shall be clarified between the Contractual Parties prior to the issuance of the acknowledgement of order.

3.2 The Customer shall be obligated to inform Leclanché with a sufficient advance notice of the intended delivery date of any rules, regulations, and provisions or similar which are applicable at the point of destination and which may have an impact on the delivery of goods/services or the use of the goods. The Customer shall also inform Leclanché with a sufficient advance notice of any applicable health and safety regulations at the point of destination. The Customer shall pay any cost for special labelling, packaging, and adapting of the goods or similar which are required based on rules, regulations, and provisions or similar which are applicable at the point of destination and the delivery location.

3.3 The Customer is obligated to obtain and maintain all necessary licenses, permissions, government approvals, consents and similar which may be required for the goods and/or services before the date on which the services are to start or the goods are to be delivered.

3.4 Compliance with the agreed or quoted delivery times is subject to the timely receipt of all documents, necessary permits, authorisations and approvals (for avoidance of doubt, including the timely approval of any documentation delivered by Leclanché), to be provided by the Customer in accordance with the Purchase Order or the specific contract, and is further subject to the Customer’s compliance with the agreed terms of payment and all other obligations, including those set forth in these Terms and Conditions, incumbent upon the Customer. If the Customer fails to fulfil any of these conditions, Leclanché has the right to extend those delivery times or service performance deadlines without limiting its other rights or remedies.

3.5 Delivery shall be made to the place and by the method specified in the acknowledgement of order. The delivery shall be completed once the goods arrive at the delivery location. It is the Customer’s obligation to prepare its premises for the supply of the goods and/or services. If the Customer fails to accept the goods and/or services, Customer shall be solely responsible for any extra costs and/or damages resulting therefrom (e.g., for extra storage or shipping cost) and Customer shall indemnify and hold Leclanché harmless of any such costs.

3.6 Partial deliveries shall be permitted. Failing to make any particular delivery shall not affect any remaining deliveries and does not entitle the Customer to withdraw from the Contract.

3.7 Any times quoted for dispatch or delivery are estimates only and are given in good faith but are not guaranteed and are subject in all cases to the conditions set forth in Clause 3.4.

4. CUSTOMER DEFAULT AND/OR BREACH

4.1 If Leclanché’s performance of any of its obligations in respect of the services or delivery of goods is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):(a) Leclanché shall, without limiting its other rights or remedies, have the right to suspend performance of the services or delivery of the goods until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Leclanché’s performance of any of its obligations;
(b) Leclanché shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Leclanché’s failure or delay to perform any of its obligations as set out in this Section 4; and
(c) the Customer shall reimburse Leclanché on written demand for any costs or losses sustained or incurred by Leclanché arising directly or indirectly from the Customer Default.

4.2 In addition, if the Customer commits any of the breaches listed below then, without limiting any other right or remedy available to Leclanché, Leclanché may cancel the Contract or under any other contract between the Customer and Leclanché without incurring any liability to the Customer, and all outstanding sums in respect of the goods delivered to the Customer and/or services completed, shall become immediately due:
(a) If the Customer commits a breach of any provision of these General Terms and Conditions or of the Contract; or
(b) If the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified to make such a payment; or
(c) If the Customer fails to settle any applicable advanced payments under the relevant offer and/or related Purchase Order, or fails to provide any agreed security.

5. CONFIDENTIALITY AND USE OF INFORMATION

5.1 Any and all information, data, know-how, technical information, drawings, documentation or other materials of a technical or commercial nature disclosed or mad available by Leclanché to the Customer, shall at all times be treated by the Customer as strictly confidential. All Confidential information remains the exclusive property of Leclanché, and no rights therein are granted to the Customer except as expressly provided under written agreement.

5.2 The Customer shall use the confidential information solely for the purpose expressly agreed with Leclanché and, solely in connection with the use of the goods sold. Without Leclanché’s prior written consent, the Customer shall not use the Confidential Information for any other purpose nor disclose or make it available to any third party.

5.3 Any technical information, drawings, or documentation provided by Leclanché shall be binding on Leclanché only to the extent that Leclanché has expressly guaranteed the binding nature of such information in writing.

5.4 In the event of a breach of this Section, the Customer shall pay to Leclanché a contractual penalty (Konventionalstrafe) equal to ten percent (10%) of the purchase price for the goods or services defined in the Contract, but in no case less than CHF 10,000 plus additional damages as may be incurred by Leclanché. The payment of this sum shall not release the Customer from its obligations under this Section. Leclanché shall further be entitled to obtain a court order for specific performance, as well as adequate injunctive relief or any other adequate judicial measure to prevent or immediately stop such breach.

6. PRICES

6.1 Unless otherwise specified in the Purchase Order and/or quotation, all prices are net in Swiss Francs (CHF), and ex works (EXW) Leclanché production site (ICC Incoterms 2020). Statutory value-added tax (VAT) shall be charged separately where applicable.

6.2 The Customer shall bear all additional costs, including, without limitation, cost for delivery and for transport/shipping, insurance cost, cost of export or import license, cost of transit, recycling fees, fees for any necessary official permission and for any necessary notarization. The Customer also pays any tax, divestiture, customs, and any other fee payable in connection with Leclanché’s delivery of goods/services or reimburses Leclanché if Leclanché pays such fees upfront.

6.3 The Customer is responsible for installation and commissioning unless agreed upon otherwise in writing with Leclanché. The Customer is responsible for the proper operation of the goods.

6.4 Leclanché reserves the right to adjust the prices in the event of changes in raw material prices, foreign exchange rates, inflation, or energy costs. In such case, Leclanché shall provide reasonable justification of the cost variations and their impact on the price of the goods, including where appropriate, information on the specific weight of raw materials used, energy consumption related to the production, labor costs associated with production, content purchased in foreign currencies, and/or official inflation indexes published by national statistical authorities.

7. PAYMENT CONDITIONS

7.1 Unless specified otherwise in the acknowledged Purchase Order and/or quotation, the Customer agrees to pay Leclanché’s invoices within seven (7) days after the invoice date, and at the place specified by Leclanché without any deduction of, for example, allowance, discount, taxes, dues, fees, customs. The Customer agrees to pay the invoice in the requested currency by bank transfer and Customer shall pay any fees due resulting from such bank transfer. If the parties agree on any other payment method, the Customer agrees to pay any applicable taxes, fees, interest, collection expenses, and any other cost which are caused by the alternative payment method.

7.2 The Customer agrees to settle the invoices within the agreed term, even if transport/shipping, delivery, installation, operation or performance of the goods or services is delayed or impossible to the extent that Leclanché is not solely responsible therefore.

7.3 Full payment is also due if Leclanché must provide additional work or if the delivery is not complete but only minor parts are missing, which do not impede the use of the goods.

7.4 The Customer agrees to pay interest on arrears of 2% per month from the moment Leclanché’s invoice is mature. A reminder shall not be required and Leclanché is entitled to further damages.

7.5 If the Customer does not settle advanced payment invoices or does not provide agreed securities, Leclanché has the right to cancel the Contract and may claim damages.

7.6 If the Customer is in arrears with payments or if Leclanché has reasons to believe that the Customer will not meet its payment obligations under the Contract, Leclanché may stop the delivery of goods and/or the provision of services.

7.7 The customer shall only be entitled to set-off or withhold payments against claims that have been finally adjudicated by a court of competent jurisdiction upon Section 18 and are no longer subject to appeal (res judicata).

8. PACKAGING, SHIPPING, TRANSPORT, AND INSURANCE

8.1 Packaging will be invoiced separately, unless otherwise stipulated in the acknowledged Purchase Order or offer. If the packaging is designated as the property of Leclanché, the Customer shall send it back at its own costs to the point of departure or to such other place as may be upon.

8.2 Shipping, transport and insurance are to be paid by, are for the account of and are at the sole risk of the Customer and are organized by Leclanché if not otherwise agreed upon. Particular requests concerning shipping, transport and insurance shall be communicated to Leclanché with a sufficient advance notice and any delay or other adverse effects shall exclusively be carried by the Customer. Complaints concerning shipping or transport are to be addressed to the freight carrier and Leclanché immediately upon receipt of the goods or the freight documents.

8.3 If the Customer is in default of collecting the goods on the agreed delivery date(s), Leclanché shall be entitled either (i) to store the goods with an external warehouse and charge the Customer for all transport and storage costs incurred in connection therewith, or (ii) to store the goods at Leclanché’s own premises and charge the corresponding storage costs to the Customer.

9. TRANSFER OF TITLE, BENEFIT AND RISK

9.1 The moment the goods are set aside or designated for the Customer by Leclanché, all risks concerning the goods shall be with the Customer, in accordance with section 8.2 above.

9.2 Title to the goods shall not pass to the Customer until Leclanché has received payment in full and all of Leclanché’s claims under the Contract have been fully settled. Leclanché may register title retention.

9.3 Claims of the Customer arising from the resale of the goods subject to retention of title are assigned to Leclanché in advance. Leclanché hereby accepts the assignment.

9.4 The Customer is obligated to use all reasonable means to protect Leclanché’s property and to safeguard Leclanché’s property rights.

9.5  In the event of seizure or confiscation of the goods, the Customer must draw attention to Leclanché’s ownership. Leclanché is to be informed immediately of access by third parties to the goods subject to retention of title.

10. TESTING AND INSPECTION OF GOODS

10.1 Leclanché tests its goods in accordance with its internal quality standards, which are based on recognized industry quality and process certifications. Any additional, testing, homologation, or validation requested by the Customer shall be subject to the Parties’ prior written agreement and shall be carried at the Customer’s cost.

10.2 In accordance with the Articles 38 and 39 of the United Nations Convention on Contracts for the International Sale of Goods (CISG), the Customer shall inspect the Goods, or cause them to be inspected, within five (5) working days from delivery. The Customer shall notify Leclanché in writing and without undue delay of any defects, precisely describing the nature and extent of such claimed defects. Failure to inspect and notify within this period shall result in the goods being deemed accepted.

10.3 Leclanché shall not be liable for any lack of conformity of the goods, if at the time of the conclusion of the contract or prior to the delivery of the goods, the Customer knew or could not have been unaware of such lack of conformity.

10.4 Leclanché shall have the right to remedy any existing defects that have been notified in time. After a defect has been remedied, both the Customer and Leclanché may request an inspection of the remedy in form of repair and/or replacement. The remedy is deemed to be accepted
(i) if the inspection has not taken place on the designated date for reasons not attributable to Leclanché;
(ii) if the Customer declines the inspection without reason;
(iii) if the Customer declines to sign the inspection protocol without reason; or
(iv) as soon as the Customer uses Leclanché’s goods or services.

11. USE OF GOODS AND SERVICES, EXPORT CONTROL AND REGULATORY COMPLIANCE

11.1 The Customer represents and warrants that the goods and/or services ordered from Leclanché shall be used solely for their intended purpose and in full compliance with all applicable law and regulations. In particular, the Customer shall not export, re-export, transfer, make available, or use the goods (or any part thereof) for any prohibited or unauthorized end-use, or to any end-user or destination subject to export restrictions, without obtaining all required licenses or authorisations under Regulation (EU) 2021/821 (Dual Use Regulation), applicable national export control laws, Swiss export control legislation, or any applicable sanctions or trade control regime.

11.2 The Customer shall comply at all times with all applicable export control, sanctions, trade, customs, import and export regulations, as well as applicable anti-bribery, REACH, Swiss Federal OrrChem and similar product compliance regulations, and shall obtain, at its own cost, all necessary licenses, authorisations or approvals required for the use, export, re-export, transfer or import of the Goods. Upon reasonable request, the Customer shall provide Leclanché with information or documentation necessary to demonstrate compliance with such obligations.

11.3 If Leclanché reasonably believes that the Customer intends to use, export, re-export or transfer the goods in violation of applicable laws or for a prohibited end-use, destination or end-user, Leclanché may, without prejudice to any other rights or remedies, suspend or terminate performance of the contract and shall not be liable for any resulting loss, cost or damage.

12. WARRANTY

12.1 Unless agreed otherwise in writing, the warranty period is 12 months and begins when the goods are ready for shipment or transport. If Leclanché undertakes the installation (purchase with installation obligation), the warranty period begins with the completion of the installation. Under contracts for work and services, the warranty period begins with the acceptance of the work or service.

12.2 If the start of the warranty period is delayed for reasons not attributable to Leclanché, the warranty period starts at the latest 3 months after the readiness for shipment or transport or notification of the completion of the installation, as the case may be.

13. LIABILITY FOR DEFECTS

13.1 Any warranty is void immediately if the respective good has been altered or modified by an unauthorized party or if the Customer, in case of a defect, fails to take the appropriate measures to contain the damage or fails to give Leclanché the opportunity to remedy the defect.

13.2 Any warranty is void immediately if the Customer fails to comply with any user or safety manuals, storage, transport, handling or installation instructions, guidelines, or any other product use, operation or maintenance recommendations issued by Leclanché.

13.3 Leclanché, upon written notification from the Customer, undertakes to replace or repair at its sole discretion any parts of the goods which have become damaged or defective within the warranty period due to poor material or faulty construction.

13.4  If repairs cannot be performed in Leclanché’s premises, the Customer pays the cost to the extent that the cost exceed the usual costs for transport/shipping, personnel, travel, and accommodation as well as the costs for the dismantling and reassembly of the defective parts.

13.5 Only such characteristics are warranted as declared to be warranted in the acknowledgement of order. If formal acceptance has been agreed, the warranty is fulfilled if the respective characteristics are proven to be present at the time of such acceptance.

13.6 Leclanché’s liability is in any event limited to the value of the goods/services, excluding any indirect or consequential damages.

13.7 Damage is excluded from the warranty to the extent that it is not caused by defective materials, faulty design, or defective workmanship attributable to Leclanché, and in particular (without limitation) where such damage results from normal wear and tear, excessive operational demands, unsuitable operating materials, chemical or electrolytic influences, works or installations not executed by Leclanché or any other causes not attributable to Leclanché.

13.8 Leclanché has the right to engage subcontractors for the production of goods and/or the provision of the services. Leclanché warrants careful selection of such subcontractors. Leclanché assumes no warranty and no liability for deliveries and services from subcontractors which have been employed on the request of the Customer.

13.9 Customer’s rights concerning poor material, faulty construction or installation and concerning the lack of warranted characteristics are exclusively covered by Section 12 (Warranty).

13.10 Leclanché’s liability for faulty advice or for breach of contractual or pre- contractual obligations is limited to willful intent or gross negligence. Any liability for consequential harm caused by a defect is excluded in any event.

14. HARDSHIP (REBUS SIC STANTIBUS CLAUSE)

14.1 In case of unforeseen economic circumstances that render Leclanché’s performance of its obligations under a contract or accepted Purchase Order excessively onerous and that are beyond Leclanché’s reasonable control, Leclanché shall be entitled either
(i) to propose the Customer a modification of the contract, including revised economic terms and delivery schedules, or
(ii) to terminate the contract. If Leclanché intends to terminate the Contract, it shall notify in writing the Customer as soon as it has knowledge of the respective event.

In the event of termination, Leclanché shall be compensated for goods already delivered and services already provided. Customers’ claims for damages due to a modification of the contract or due to Leclanché rescinding the contract are excluded.

15. POTENTIAL FINANCIAL DISTRESS

15.1 If Leclanché reasonably believes that the Customer has become or is about to become subject to one of the events set out in clause 15.2 below and notifies the Customer accordingly, then Leclanché may cancel or suspend any further deliveries of goods and/or provision of services under the Contract or any other contract between Leclanché and the Customer without incurring any liability to the Customer. Leclanché shall be granted the right of inspection of the Customer’s books of account so that Leclanché can form an impression of whether one of the events listed in clause 15.2 below is about to occur or has already occurred.

15.2 For the purpose of Article 15, the relevant events are:
-the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business or suspends or threatens to suspend payment of its debts or is unable to pay its debts; or
-the winding up, dissolution or reorganization of the Customer is commenced, other than for the sole purpose of a merger or the solvent reconstruction of the Customer; or
-a liquidator, administrator or administrative receiver or similar officer is appointed over the Customer.

15.3 The right of cancellation or suspension as stated in clause does not limit any other rights or remedy available to Leclanché.

16. PERSONAL DATA PROTECTION

16.1 In the context of the conclusion, execution, and management of a contract, Leclanché and the Customer may collect and process personal data relating to representatives of the other party including, without limitation, signatories, operational contacts, legal contacts, administrative contacts, accounting contacts, and any other relevant personal data.

16.2 Each party acts as an independent data controller within the meaning of applicable personal data protection legislation in Switzerland and the European Union with respect to the personal data it processes.

16.3 Each party undertakes to:
(i) collect and process the personal data of the representatives of the other party solely for the purposes of the conclusion, execution, and management of the contract, based on contractual necessity and/or its legitimate interests, as applicable;
(ii) comply with all applicable personal data protection laws and regulations, including the EU General Data Protection Regulation (GDPR) and the Swiss Federal Act on Data Protection, in connection with the collection and processing of such personal data;
(iii) provide the representatives of the other party with all information required by applicable personal data protection legislation regarding the processing of their personal data, including the purposes of processing, legal basis, retention periods, and their rights as data subjects;
(iv) cooperate with the other party to the extent reasonably necessary, in responding to requests from data subjects to exercise their right of access, rectification, objection, erasure, restriction or withdrawal of consent, as applicable;
(v) implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, loss, destruction, alteration, or disclosure;
(vi) delete or anonymize the personal data of the representatives of the other party upon completion or termination of the contract, for any reason whatsoever, unless and to the extent that further retention is required or permitted under applicable law, is necessary for the performance of ongoing contractual obligations (including warranty and after-sales obligations), or is required for the establishment, exercise, or defense of legal claims.

16.4 Any transfer of personal data outside Switzerland or the European Union shall be carried out in compliance with applicable personal data protection legislation and subject to appropriate safeguards where required.

16.5 Where the processing of personal data under the Contract involves one party acting as a processor on behalf of the other party, the parties shall enter into a separate data processing agreement in accordance with applicable personal data protection legislation.

17. EXTENDED PRODUCER RESPONSIBILITY

17.1 To the extent permitted by applicable law, Leclanché does not assume any Extended Producer Responsibility obligations, including, without limitation, obligations relating to registration, take-back, collection, end-of-life management, disposal, or recycling of batteries. Pursuant to the EU Battery Regulation 2023/1542 on batteries and waste batteries, for batteries placed on the market in the territory of the European Union, the Customer, as the person introducing a battery for the first time into the territory of a Member State of the European Union, shall be considered the “producer” within the meaning of article 3.1(47) (c) of such Regulation and shall be solely responsible for fulfilling all applicable EPR obligations thereunder.

18. FORCE MAJEURE

18.1 Leclanché shall not be liable for any failure or delay in the performance of its obligations under the Contract to the extent such failure or delay results from a force majeure event. A force majeure event means any event or circumstance beyond Leclanché’s reasonable control, which by its nature could not reasonably have been foreseen, or which if foreseeable, could not reasonably have been avoided, including but not limited to significant disruptions in operations, industrial actions, strikes or other labor disturbances,  failure or interruption of energy sources or transport/shipping network, accidents, epidemics, pandemics, mobilization, uprising, terrorism, war, armed conflict or similar events.

18.2 If Leclanché is prevented, hindered or delayed in the performance of its obligations under the contract by a Force Majeure event, it shall not be liable for such non-performance, and its affected obligations shall be suspended for the duration of the Force Majeure event and for such additional period as may be reasonably required to resume performance. If the Force Majeure event continues for a period of time equal to or exceeding to thirty (30) consecutive days, Leclanché shall have the right to terminate the contract upon written notice to the Customer, without liability.

19. EXCLUSION OF FURTHER LIABILITY

19.1 All cases of breach of contract and their legal consequences as well as any claims of the Customer, irrespective of their legal basis, are exclusively dealt with by these General Terms and Conditions unless agreed upon otherwise in writing. In any event, the Customer’s claims for damages are limited to the reduction in value of the defective goods caused by such defects. Any other claims for damages are excluded, especially loss of production, loss of usage, loss of orders, lost profit or any other direct or indirect or consequential damages. This exclusion of liability does not apply to willful intent or gross negligence by Leclanché. Any liability of auxiliary persons is excluded, with the exception of the limited liability regarding sub-contractors as and to the extent stipulated in these General Terms and Conditions. If a good is altered or modified by an unauthorized party, any liability of Leclanché is excluded.

20. INDEMNITY

20.1 The Customer agrees and is responsible to instruct the user of the goods concerning safety measures according to Leclanché’s specifications to avoid personal injury and/or damage to property and/or environmental damage. If Leclanché is made liable for personal injury or damage to property of third parties caused by acts or omissions of the Customer or its auxiliary persons, the Customer is obligated to indemnify Leclanché to the extent permitted by the applicable law.

21. APPLICABLE LAW

21.1  The applicable law is Swiss substantive law with exclusion of its conflict of law rules (PILA).

22. DISPUTE RESOLUTION

22.1 For any dispute between the Customer and Leclanché the courts of Zurich (Venue Zurich 1) shall have jurisdiction. Leclanché has the right to sue the Customer at its place of business.

January 19