Standard Terms and Conditions of Sale
These Standard Terms and Conditions of Sale apply to all sales from LiTHIUM BALANCE A/S(hereinafter referred to as the "Supplier"), unless the parties in writing has agreed otherwise.
Quotations and Order Confirmation
Quotations made by the Supplier will not be binding until the Supplier has received acceptancefrom the purchaser and issued an order confirmation. Specifications, printed descriptions,drawings, photographs and other documentation attached to a tender shall be binding. However,the Supplier reserves the right to make minor modifications.
The order confirmation and these Standard Terms and Conditions of Sale constitute theagreement concerning the sale of goods between the parties, unless other written agreement has
been agreed upon by the parties and accepted by the Supplier.
PricesThe purchase price of the goods is stated in the order confirmation. The prices are exclusive VAT,taxes and other duties.
If the order confirmation does not contain a purchase price, the Suppliers standard price in force
at the time of the delivery of the goods shall apply to the sale of goods. The Supplier is, however,entitled to adjust the purchase price if the Supplier's total costs for the manufacture of the goods
have been increased by circumstances beyond the Supplier's control, such as increases in prices
on raw material, electricity, taxes etc.
The prices quoted include packaging. The packaging supplied is non-returnable.
Property Rights
All goods remain the sole property of the Supplier, until payment has been made in full; either tothe Supplier or to the Supplier’s authorized representative. The same shall apply to IOU’s drawn
on the purchaser’s account until these same IOU’s are honored.
Intellectual Property Rights
The name LiTHIUM BALANCE and whatever trade names and trademarks the Supplier may use
are property of the Supplier and shall so remain if the agreement between Supplier and purchaser
is terminated. The purchaser cannot register or use such names or trademarks in the purchaser's
own name or in the name of any third party without a prior written approval from the Supplier.
The purchaser acknowledges and agrees that all property copyright and other intellectual property
rights in any work or tangible deliverable item arising from or created, produced or developed by
the Supplier under or in the course of the agreement with the purchaser, including without
limitations all right title and interest in and to the goods, software and all documents, data
drawings, specifications, articles sketches, reports, inventions, improvements, modifications,discoveries, tools, scripts and other items relating thereto shall immediately upon creation or
performance vest in and shall be and remain the sole and exclusive property of the Supplier andthe purchaser shall acquire no right title or interest in or to the same.
The Supplier grants the purchaser a non-exclusive right, non-transferable license to use such of
the goods and software as necessary, and to the extent necessary, for the purchaser to obtainand utilise the intended benefit of the goods.
Upon termination of the relationship between the Supplier and the purchaser, the purchaser isobliged to cancel any registrations with public authorities or other parties as an authorised
LiTHIUM BALANCE partner.
Transport
All transportation of goods supplied shall be effected at the purchaser’s own expense and at hissole risk. If so requested by the purchaser, transportation and insurance cover can be provided
by the Supplier at the purchaser’s expense.
Time of Delivery
The time of delivery is reckoned from the date when the order is received by the Supplier provided
all necessary information is available. The time of delivery is set out in the order confirmation. The
time of delivery shall be observed as far as possible. Under no circumstances shall the Supplier
undertake any liability for delayed delivery, including liability for any special, incidental, punitive,
indirect or consequential damages.
InspectionThe purchaser is obliged to inspect each shipment of goods supplied. The purchaser shallimmediately and not later than 10 days of receipt from receipt of the goods notify and describesuch defects on the goods delivered. The purchaser cannot claim any defect that would havebeen found at such an inspection.
Payment
The purchase price for each goods shall be paid in advance to the Supplier in accordance withthe terms and conditions set out in the order confirmation. Alternatively by way of issuing a bankguarantee to the Supplier on terms and conditions satisfactory to the Supplier.
Payment for goods supplied shall be made to the Supplier, the Supplier’s representative, or theSupplier’s bank as set out in the order confirmation.
In no circumstances shall the purchaser be allowed to withhold the payment as security forpossible claims by the purchaser against the Supplier.
Warranty and Limitation of Liability
The Supplier guarantees that supplied goods shall be free from defects, which are proved to besolely due to the Supplier’s workmanship and materials for a period of two years from the dateof delivery, unless another warranty period is stated in the Supplier’s quotation, order confirmation
or invoice. The purchaser’s exclusive remedy in case of defects shall be, at the Supplier’s option,repair by the Supplier at a facility of its choice, replacement of the defective product with afunctionally equivalent product, or refund of the amount paid for the product. If the supplied
goods are returned to the Supplier’s factory, defects will be replaced or repaired at no cost to thepurchaser. Shipment of goods to and from the Supplier’s factory shall be at the expense and riskof the purchaser.
All other warranties, either expressed or implied, are disclaimed as to the supplied goods andtheir quality, performance or fitness for a particular purpose. The Supplier does not warrant thatthe goods supplied will satisfy the purchaser’s requirements or that the operation of the goods
supplied will be uninterrupted.
The Supplier’s aggregate liability arising from or related to goods supplied to the purchaser by theSupplier is limited to the purchase amount. Neither the Supplier nor any of its agents shall in any
case be liable for any special, incidental, consequential, indirect or punitive damages evenif
advised of the possibility of those damages. Neither the Supplier nor any of its agents shall be
responsible for lost profits or revenue, loss of use of software, loss of data, the cost of recreating
lost data, or the cost of any substitute equipment.
Regardless of the above, the Supplier shall in no circumstance be liable for any damages causedby the goods or any damages caused by the use of the goods, if the purchaser fails to implementa software upgrade recommended by Supplier.
Product ReturnsProducts built to order will not be accepted for return. Standard goods will only be accepted for
return subject to prior separate agreement, at invoicing costs less a 10% service charge, and only
if returns are made in unopened, original packaging. Return shipping to the Supplier shall be at
the expense and sole risk of the purchaser.
Product Liability
The Supplier shall be liable for damages caused for defective products delivery by the Supplierin accordance with the Danish Product Liability Act and unwritten product liability rules underDanish law.
The Supplier shall be liable for personal injury only if it is proved that such injury was caused by
negligence on the part of the Supplier or others for whom he is responsible.
The Supplier shall not be liable for any damages which be attributed to incorrect or unusual useof the goods.
The Supplier shall not be liable for damage to property occurring whilst the goods are in thepossession of the purchaser, nor shall the Supplier be liable for damage to products manufacturedby the purchaser, or of other products of which the purchaser’s products form a part. The Suppliershall not be liable for damage to commercial property. Apart from these limitations the Suppliershall be liable for damage of property on the same conditions as for personal injury. The Suppliershall in no circumstances be liable for loss of production, loss of profit or any other consequential
damage and indirect loss.

To the extent that the Supplier might incur product liability towards any third party, the purchaser
shall indemnify the Supplier as far as the Supplier’s liability has been limited by the three
preceding sub-paragraphs.
If a claim for damage, as described in this clause, is lodged by a third party against one of theparties, the latter party shall forthwith inform the other party thereof. The Supplier and thepurchaser shall be mutually obliged to let themselves be summoned to the court examining claims
for damages lodged against one of them on the basis of damage allegedly caused by thegoods.
The above limitations in the Supplier’s liability shall not apply where the Supplier is shown to havebeen guilty of gross misconduct.
The Supplier will, however, only accept liability when so determined by a court of law. The
Supplier’s liability for property damage shall correspond to realized damage, but can neverexceed either DKK 250.000 or the purchase price of the injurious product should the latter amountbe greater than DKK 250.000.
DelaysThe Supplier cannot be held liable to pay compensation due to neither accidental delay nor delaycaused by negligence. The delay of the delivery does not entitle the purchaser to cancel thedelivery. Provided that the delivery is delayed due to force majeure or due to a hindrance causedby the purchaser, the time of delivery should be postponed by an equal number of working days
as the number of working days where the hindrance last.
Force Majeure
Orders are accepted on the condition that the following circumstances shall be considered ascases of relief for the Supplier if they impede the performance of the contract or makeperformance unreasonably onerous:
Industrial disputes and any other circumstances beyond the control of the Supplier such as fires,war, general mobilization or unforeseen military mobilization to a similar extent, requisition,
seizure, currency restrictions, insurrection and civil commotion, shortage of transport, general
shortage of materials, restrictions in the use of power and defects or delays in deliveries bysubcontractors caused by any such circumstances referred to in this clause.
Software
The Supplier shall at all times have and retain title and full ownership of all software, firmware
programming routines and documentation thereof supplied by the Supplier for use with the goods,
and all copies thereof made by the Purchaser. The Supplier grants the purchaser a non- exclusive
and non-transferable license to use such software solely for use with the goods.
Agreements
Agreements and contracts, expressed or implied, made by telephone between the purchaser andthe Supplier or the Supplier’s authorized representative shall only be valid after being confirmedin writing by the Supplier.
Product Safety
All products delivered and/or sold by the Supplier comply with internationally recognized Safety
Standards, normally IEC Standards, or National Standards as stated in the relevant
documentation. The purchaser shall use the equipment in accordance with the information andwarnings given in the instruction manual supplied to the Purchaser.
The purchaser is obliged to provide its customers with a copy of the instruction manual suppliedby the Supplier.
The Supplier does not guarantee the appropriateness for special purposes of the goods, unlessit has been mentioned specifically by the purchaser in the order and stated expressly in the orderconfirmation.
Change of Control
The Supplier may terminate the agreement without notice if a material change occurs in theownership of the purchaser.
Insolvency of the Purchaser
If (i) the purchaser suspends its payment (in Danish "betalingsstandsning"), makes anycompensation or arrangement with its creditors (in Danish "tvangs- eller frivillig akkord"), enters
into bankruptcy proceedings (in Danish "konkurs") or undergoes any analogous act or proceedingunder applicable foreign law, then without prejudice to any other right or remedy available to theSupplier may treat any agreement or order made as repudiated and/or withhold any further supply
of goods without any liability to the purchaser.
Confidentiality
Both parties agree to keep strictly confidential all proprietary information, including but not limited
to all of the latest information in documentary form available in printing, writing or electronic media
relating to the other party's products and company trade secrets relating to the latest techniquesand methods used and any improvements or modifications developed with respect to the otherparty's products, disclosed to the other.
Each party shall use the same degree of care and supply equivalent measures to the confidential
information disclosed to it by the other as it would use or apply with respect to its own confidential
information.
Both parties undertake to keep confidential and take all reasonable steps to safeguard theconfidentiality of any information given by the other party or discovered by the party itself relating
to the other party's trade secrets.
Proprietary information of the other party shall only be disclosed to persons within the company
or subsidiaries having a specific need to attain access to such information for the purpose of theagreement between the Supplier and the purchaser.
Discussions of each other’s products, services, policies and personnel with third parties shall berestricted to that information commonly available to the general public in form of printed literature,or which is made available to the other by the disclosing party in written or oral connect, whichconsent shall indicate the restrictions to be made on subsequent disclosure(s), ifany.
Interpretation
If any provision of these Standard Terms and Conditions of Sale shall, to any extent, be invalid orunenforceable, the remainder of these Standard Terms and Conditions of Sale shall not beaffected thereby and each other provision of these Standard Terms and Conditions of Sale shallbe enforced to the fullest extent permitted by law.
Jurisdiction and Law Applicable
The validity interpretation, construction and performance of these Standard Terms and Conditionsof Sales shall be governed by the laws of Denmark. The Danish rules on the conflicts of law andthe United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not
apply to any sale of goods from the Supplier.
Any disputes, controversies or disagreements arising out or in connection with these Standard
Terms and Conditions, including any question regarding the understanding of or the extent or
scope of these Standard Terms and Conditions, which cannot be settled amicably between theparties shall be settled by the Copenhagen Maritime and Commercial Court.
Export Control
In recognition of U.S. and local (in particular Danish) export control laws, purchaser hereby agrees
that any export license or other documentation will be obtained prior to exportation of any productor technical data acquired by the purchaser from Supplier. Accordingly purchaser shall not sell,export, re-export, transfer, divert or otherwise not to dispose of any such product or technical data
directly or indirectly to any person or firm or country, or countries, in violation of the laws orregulations of the United States or local laws (in particular Danish laws). Furthermore, purchaser
agrees to notify any person obtaining such products or technical data from the purchaser of theneed to comply with such laws and regulations. Purchaser agrees to, at its own expense, securesuch licenses and export and import documents as are necessary to buy and resell the products.
In case an export license is refused, purchaser shall not be entitled to return products or technicaldata or ask for compensation.

Document Version: 2021-03