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General Terms and Conditions

General terms and conditions

A model cell supply 

In these terms, references to LionVolt mean the Supplier, and references to the Company mean the Customer.

ARTICLE 1. Definitions

  • In this Agreement the following definitions shall apply:
Affiliate: a legal or natural entity of which a legal or natural entity or its ultimate parent company or shareholder directly or indirectly holds more than 50% (fifty percent) of the nominal value of the

subscribed share capital
Annex: means an annex to this Agreement.
Confidential Information: any and all information provided by LionVolt and/or its Affiliates to the Company, whether before, on or after the Effective Date, including, by way of example but without limitation, any and all of LionVolt’s and/or its Affiliates’ business, production and technical information, product samples, trade secrets, product or raw material data and formulations, software, source codes, product and/or manufacturing specifications, manufacturing methods or processes, reports, formulae, diagrams, test methods, know-how, inventions or ideas, whether or not patentable, and any financial or marketing information relating to LionVolt and/or its Affiliates. “Confidential Information” shall include any information satisfying the definition of “Confidential Information” set forth above, regardless of whether such information is communicated in writing, orally or by

any form of electronic communication. The test cells and LionVolt Results are the Confidential Information of LionVolt.
Charges means any charges as set out in the Order Form made by LionVolt for the provision of the test cells.
Company Products: For cell testing, and testing of the cells in packs and customer products.
Company Results: has the meaning ascribed thereto under Article 3.1.2.
Invention: any discovery, invention, modification, enhancement or improvement on the Cells discovered or resulting from the Tests.
LionVolt Results: has the meaning ascribed thereto under Article 3.1.1.
Material Safety Data Sheet: the material safety data sheet attached hereto as Lithium Metal Cell Safety Data Sheet v1
Prototype Material: the test cells (‘Cells’) and specifications provided by LionVolt (or its Affiliates) to the Company as further detailed in Model ‘A’ Cell Data Sheet v1, for conducting the Tests in regards to the

Purpose.
Test Regime the test regime that is crucial for the proper and accurate testing of the Company Products as set out in LionVolt Model ‘A’ Cell Handling Guide v1 .
Test Results: the evaluation and results of the Tests executed with the Prototype Materials by the Company.

ARTICLE 2. SCOPE OF DELIVERY

  • LionVolt shall provide the Prototype Material to the Company in accordance with the volumes, pricing and delivery terms specified and agreed upon between the Parties in the Order Form.
  • If LionVolt has given a date or term of delivery it shall only be
  • As soon as the Tests are completed, the Company agree to : i) provide LionVolt with the Test Results; and ii), return any unused Cells or confirm by way of a certificate of destruction signed by a director of the Company the destruction of the Cells to The Company undertakes and warrants that is shall dispose of the Cells in accordance with all applicable laws and regulations.

ARTICLE 3. (Use of) Prototype Material and Tests

  • The Parties acknowledge that the Cells will be made available to the Company solely for the Tests in connection with the Purpose. LionVolt shall retain and obtain all rights, ownership, title and interest in and to the Cells and the Intellectual Property Rights therein. The ownership of the Test Results shall be divided as follows:
  • LionVolt shall retain and obtain all rights, ownership, title, and interest in and to the Test Results that are specifically related to (the design, composition, and functioning of) the Cells (the LionVolt Results).
  • The Company shall obtain all rights, ownership, title, and interest in and to the Test Results that are specifically related to (the design, composition, and functioning of) the Company Products not being Lionvolt Results (the Company Results). Company will allow LionVolt to use the Company Results to improve, enhance, and develop new or additional product features, services, innovations, and technologies, provided that LionVolt shall not disclose the Company Results to any third parties.
  • The Company shall conduct the Tests within six weeks from the date the Company has received the Cells from LionVolt (or its Affiliates).
  • The Company agrees to test the Cells in accordance with the agreed Test Regime. The Company acknowledges that the proper and accurate testing of the cells is crucial for the purpose of this Agreement and commits to strictly adhere to the Test Regime.
  • The Company shall use and handle the Cells in compliance with all laws and governmental regulations and guidelines applicable to the cells and where applicable the Lithium Metal Cell Safety Data Sheet v1
  • The Company assumes all risks and responsibilities in connection with the receipt, handling, storage, disposal, internal transfer and use of the Cells including without limitation taking all appropriate safety and handling precautions to minimize health or environmental risk as well as for any adverse events resulting from the violation of security requirements or unauthorized dissemination of the Cells by the

Company. The Company hereby indemnifies and holds harmless LionVolt and its Affiliates from and against all and any claims against LionVolt arising from or relating to any such use or handling of the Cells.

  • The Company shall not exploit or use the Cells, in whole or in part, whether in modified form or not, for the purpose of developing (derivative) cell products/services for itself or third parties; and/or (ii) not alter, decompile, disassemble, attempt to decipher or otherwise reverse engineer or examine any Cells or any part thereof, nor permit others to do so.
  • LionVolt makes no representations or warranties of any kind, whether express or implied, as to the nature, quality, value, condition, accuracy, completeness or suitability for any use of the Prototype Materials or any samples thereof provided to the Company in connection with the Tests and the Purpose. In no event shall LionVolt be liable for any use by the Company of the Prototype Material. THE COMPANY ACKNOWLEDGES AND ACCEPTS THAT, DUE TO THE NATURE OF THE GOODS, THE EXCLUSION OF ALL WARRANTIES UNDER THIS ARTICLE

3.7 ARE APPROPRIATE AND THE COMPANY SHALL NOT SEEK ANY OTHER WARRANTIES OR REMEDIES IN CONNECTION WITH THE SUPPLY TO IT BY LIONVOLT OF THE PROTOTYPE MATERIAL AND THE PERFORMANCE BY LIONVOLT OF ANY WORK TO BE CARRIED OUT UNDER THIS AGREEMENT. ALL REPRESENTATIONS AND WARRANTIES WHICH MAY OTHERWISE BE IMPLIED (BY STATUTE OR OTHERWISE) IN RELATION TO SUCH SUPPLY ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

ARTICLE 4. TERM AND TERMINATION

 This Agreement shall be effective from the last signing date hereof and shall expire on the date LionVolt has received the Test Results and the Cells have been returned/destructed in accordance with article 2.3, unless otherwise agreed between the Parties.

ARTICLE 5. LIMITATION OF LIABILITY

  • Nothing in the Agreement shall exclude or limit the liability of LionVolt for;
  • death or personal injury caused by LionVolt’s negligence; or
  • fraud committed by LionVolt (including fraudulent misrepresentation); or
  • any other matter which it would be illegal, or in breach of any statutory provision, for LionVolt to exclude or attempt to exclude its liability for.
  • Subject to article 1., LionVolt’s aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Charges payable under the Agreement pursuant to the order form value. If no Charges are made and the Cells are free issue, the LionVolt’s aggregate liability in all respects shall be limited to the sum of €1,000 (one thousand euros).
  • Subject to article 1, LionVolt shall not be liable to the Company for: (i) any, indirect, special or consequential loss, damage, costs, expenses or other claims whatsoever; or (ii) any economic loss (including loss of profit, loss of business, depletion of goodwill or like loss); or (iii) any loss, damage or liability to the extent caused by the negligence, wilful misconduct or other fault of LionVolt, its employees, agents or contractors or a breach by LionVolt of this Agreement; in each case howsoever caused, including without limitation negligence or breach of statutory duty or misrepresentation, arising out of or in connection with the Agreement.

6         GOVERNING LAW AND DISPUTE RESOLUTION

 This Agreement shall be governed by, and construed under, the exclusive laws and jurisdiction of the Netherlands. Any dispute between the Parties relating directly or indirectly to this Agreement shall be finally resolved by the court of Oost-Brabant, location ‘s-Hertogenbosch, the Netherlands PROVIDED THAT each party shall have the right to enforce a judgment of the Netherlands courts in a jurisdiction in which the other party is incorporated or in which any assets of the other Party may be situated AND FURTHER PROVIDED THAT each party shall have the right to take proceedings before the courts of any competent authority of any country for injunctive or interim remedies in relation to any breach of this Agreement including any infringement of a party’s Intellectual Property.

7        NOTICES

Any legal notice shall be in writing and delivered personally or sent by recorded delivery notice (or by courier service) to the address detailed in this Agreement

8         MISCELLANEOUS

 Unless specifically agreed otherwise in writing by LionVolt and Company, the terms contained in any order or any other form of Agreement document or piece of correspondence (irrespective of manner of communication electronic or otherwise) issued by the Company to LionVolt shall not apply in any way whatsoever to the provision of the Prototype Material except for the purposes of specifying the Company’s contact reference number(s) and the Company’s relevant invoicing address(es).

  • This Agreement shall be binding upon the Parties and their successors and assignees; provided, however, neither party may assign or delegate its duties and obligations under this Agreement without the prior written approval of the other Party.

 

  • This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.