EX-10.30






 Exhibit 10.30 

Agreement No.: GEE21-016 
  

 

 Certain identified information marked with “[***]” has been omitted from this document because it
is both (i) not material and (ii) the type that the registrant treats as private or confidential. 
 UNIQUE VENDOR TOOLING
AGREEMENT 
 Dated 2021- 12 -23 

by and among 
 Polestar Automotive China
Distribution Co., Ltd., Reg. No. 91510112MA6D05KT88, a corporation organized and existing under the laws of China (the “Polestar”); and 
 Ningbo
Geely Automobile Research & Development Co., Ltd., registration number 91330201066600025F, a company registered under the laws of China, (“Geely”). Polestar, Geely are hereinafter jointly referred to as the “Parties” and
individually as a “Party”. 
 1. BACKGROUND 

1.1 Geely or its affiliates agree to provide manufacturing OEM services for Polestar vehicle (“[***] Project”). The production of Polestar vehicle
(“[***] Project”) requires certain Unique Vendor Tooling. 
 1.2 The purpose of this Vendor Tooling Agreement (the “Agreement”) is to
(i) serve as a binding commitment for Polestar to the scope set out in this Agreement and (ii) confirm both Parties’ intention to enter into a more detailed agreement for production of Polestar vehicle (“[***] Project”) not
later than one year before start of production. 
 1.3 The Parties have agreed that Polestar shall own the Investment Types as defined in section 3.1.1.
subject to Polestar paying Geely the acquisition price described in this Agreement. 
 2. DEFINITIONS 

For the purpose of these General Terms, the following terms shall have the meanings assigned to them below. All capitalized terms in singular in the list of
definitions shall have the same meaning in plural and vice versa. Any capitalized terms used, but not specifically defined below in this Section 2, shall have the meaning ascribed to them in this Agreement. 

“Steering Committee” is defined in Section 8.1.3 

“Strategic Board” is defined in Section 8.1.4 

“Vendors” means the third-party suppliers keeping the Unique Vendor Tooling at its site on behalf of Polestar. 

“Unique Vendor Tooling” is defined in Section 3.1.1. 

  
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 “Service Agreement” means the agreement entered into between Geely and Polestar Performance AB on
Dec.10, 2021, and the agreement NO. is GEE21-012. 
 3. AGREED INVESTMENTS 

3.1 Definition of Investment Types  
 3.1.1 Unique
Vendor Tooling  
 Unique Vendor Tooling means tools including but not limited to molds, gauges, fixtures located at Vendors related to the Polestar
vehicle (“[***] Project”) that cannot be, or is not expected to be, re-used without modifications for another product. 

3.2 Agreed Investment 
 3.2.1 Subject to the terms of this
Agreement, both Parties commit to certain investments necessary to manufacture Polestar vehicle (“[***] Project”) by Geely prior to the Parties entering into the definitive Manufacturing Agreement. 

3.2.2 The maximum total price Polestar shall pay to Geely for the purchase of the Unique Vendor Tooling (Investment type defined in Section 3 .1.1)
amounts to [***] corresponding to Geely’s price of purchase unless otherwise agreed between the parties. 
 3.2.3 Both Parties acknowledge that the
Investment Types shall remain at Vendors’ location after the sales of the Investment Types from Geely to the Polestar is completed, unless otherwise agreed between the Parties. In the light of the foregoing, the Parties agree that the
Investment Types shall be deemed delivered once Polestar has paid the full price for the Investment Types in accordance with what is set out in Section 3.3 and Section 3.4 below upon the Effective Date of this Agreement. 

3.2.4 The Parties further agree that the ownership of the Investment Types shall be transferred from Geely to Polestar (i) after ownership of the
relevant Investment Types has passed from the Vendors of the relevant Investment Types to Geely and (ii) once Polestar has paid the full price for the Investment Types in accordance with what is set out in Section 3 .3 and section 3 .4
below. 
 3.2.5 For the purposes of the Polestar making use of the Unique Vendor Tooling, Geely shall make best endeavors to ensure that the Vendors grant
Polestar full access to the Unique Vendor Tooling, unless the Vendors have a reasonable ground for rejection. 
 3.3 Pricing 

3.3.1 Polestar shall pay for the Unique Vendor Tooling as actual costs occur. 

3.3.2 Both Parties agree that Geely shall start to purchase Unique Vendor Tooling in accordance with Appendix I. 

  
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 3.3.3 Geely at its sole judgement will decide the purchase, verify and approve the tooling quality. Polestar
will not participate in the purchase, verification and approval of the tooling. 
 3.4 Invoice and Payment Terms  

3.4.1 All amounts and payments referred to in this Agreement shall be paid in RMB, in a timely manner and in accordance with the payment terms by bank
transfer. 
 3.4.2 Geely shall within ten (10) days at the beginning of each month invoice Polestar the payment Geely owes to its Vendors incurred up
from the previous invoice date until the current invoice date. 
 3.4.4 The monthly invoices shall include VAT and relevant surcharges. 

3.4.5 The invoices shall include a detailed specification on what Unique Vendor Tooling that is included and what cost that is charged. The Vendors invoices
should be presented to Polestar upon request. 
 3.4.6 Any amount invoiced by Geely to Polestar shall be paid by Polestar within thirty (30) days after
receipt. 
 3.4.7 Polestar recognizes the importance of payment being made on time in accordance with section 3.4.6 in order for Geely to pay suppliers on
time and for Geely to be able to keep the [***] Project time plan. Without prejudice to section 3.4.8, if Polestar fails to pay Geely on time according to section 3.4.6 and late payment is the sole and only reason and cause to the delay of the
Project, Geely may not be deemed to be in delay in the context of section 4.3 of the Service Agreement. This must be escalated according to section 8.1 and proven by Geely, and mutually agreed with Polestar, including evidence of any related costs
resulting therefrom. 
 3.4.8 With respect to any payment made later than the due date, such will automatically be subject to interest for late payments for
each day it is not paid. The interest rate to be applied under this Agreement shall be based on the one-month applicable interbank rate, with an addition of two per cent (2%) per annum. 

3.4.9 Each of the Parties shall be responsible for its own respective costs and expenses involved in its efforts to negotiate, conclude and fulfill this
Agreement and its Supplementary Agreement (if any). None of the Parties will have any right to any reimbursement, payment or compensation of any kind from the other, except for proven damages following a breach of this Agreement. 

  
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 4. RIGHT TO CLAIM AGAINST VENDOR 

4.1 The Vendors shall assume the liabilities and obligations in relation to the warranty of the Unique Vendor Tooling. Geely hereby assigns to Polestar, and
Polestar hereby 
 acknowledge and accept, the right to claim against any Vendor for defect, non-conformity,
negligence or fault in connection with the design or manufacture of any Unique Vendor Tooling, environmental damage, spill, discharge or emission of hazardous wastes or substances caused by a defect or contractual nonconformity of any Unique Vendor
Tooling and infringement of any Intellectual Property Right relating to the Unique Vendor Tooling. Polestar further agrees not to submit any such claims against Geely; instead, any and all such claims shall be raised to the relevant Vendor directly.

 5. WARRANTIES 
 5.1 Each Party warrants and
represents to the other Party that: it is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of incorporation or formation, as applicable; 

a) it has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; 

b) the execution, delivery and performance of this Agreement have been duly authorized and approved, with such authorization and approval in
full force and effect, and do not and will not (i) violate any laws or regulations applicable to it or (ii) violate its organization documents or any agreement to which it is a party; and 

c) this Agreement is a legal and binding obligation of it, enforceable against it in accordance with its terms. 

5 .2 The Parties acknowledge that the Investment Types are provided and sold on an “as is” basis without any warranties or representations of any
kind, whether implied or express. Geely takes no responsibility and expressly disclaims any and all liability and claims of any kind in case of errors or defects in the Investment Types as well as any damage caused as a result of or in relation to
the use of the Investment Types. 
 6. LIMITATION OF LIABILITY 

6.1 If a Party is in breach of any of its obligations under this Agreement, the breaching Party shall indemnify and hold the other Party harmless against any
and all actual and direct damages, losses, costs, expenses, liabilities or claims suffered or incurred by the non-breaching Party as a result of the breach. 

6.2 Neither Party shall be responsible for any indirect, incidental or consequential damage or any losses of production or profit caused by it under this
Agreement. 
 6.3 Each Party’s aggregate liability for any damage arising out of or in connection with this Agreement shall be limited to 30% of the
total actual amount of the Agreement. 

  
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 6.4 The limitations of liability shall not apply in respect of damage; 

a) caused by willful misconduct or gross negligence; or 

b) caused by a Party’s breach the confidentiality undertakings in section 9 below. 

7. TERMINATION 
 7.1 This Agreement shall become effective
when signed by duly authorized signatories of each Party and shall, unless terminated in accordance with this Section 7 below, remain in full force until the agreed fees are paid. 

7 .2 Either Party shall be entitled to terminate this Agreement with immediate effect in the event: 

(a) the other Party commits a material breach of the terms of this Agreement, which has not been remedied within 30 calendar days from written notice from the
other Party to remedy such breach (if capable of being remedied); 
 (b) if the other Party should become insolvent or enter into negotiations on
composition with its creditors or a petition in bankruptcy should be filed by it or it should make an assignment for the benefit of its creditors. 
 7.3 If
either the License Agreement or Service Agreement is terminated, or otherwise mutually agreed by both parties, Polestar shall be entitled to terminate the Agreement for convenience upon 30 days written notice to Geely. In such event, Geely shall,
upon request from Polestar, promptly make available any and all parts of the Investment Types which have been finalised on the effective date of the cancellation. 

7.4 In the event Polestar cancels the order on Investment Types or terminates the Agreement according to section 7, provided that Geely does not commit a
material breach of the terms of this Agreement, the invoiced amount from Geely shall correspond to all related costs for the Investment Types which cannot be mitigated by Geely, incurred up, including but not limited to the cost of investment and
operation, labor cost and material input, supplier’s cost and claim, etc. until and including the effective date of the cancellation or termination and any other reasonable proven costs the order of Investment Types has incurred. 

7.5 After EOP (End of Production), Polestar shall properly remove all Unique Vendor Tooling which are owned by Polestar unless otherwise agreed between
Polestar and Vendors. If the above-mentioned Unique Vendor Tooling remain in the sites of Vendors after the agreed time for removal between Polestar and Vendor, Polestar shall bear any cost and related fees claimed by Vendors. Geely shall not be
responsible for any cost or fees related to the disposal, removal and/or storage of the Unique Vendor Tooling. 

  
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 8. GOVERNANCE AND CHANGE 

8.1 Governance 
 8.1.1 The Parties shall act in good faith in all
matters and shall at all times cooperate in respect of changes to this Agreement as well as issues and/or disputes arising under this Agreement. 
 8.1.2
The governance and cooperation between the Parties in respect of this Agreement shall primarily be administered on an operational level. In the event the Parties on an operational level cannot agree upon the aspects relating to the cooperation
between the Parties, each Party shall be entitled to escalate such issue in accordance with what it set forth in Section 11. 
 8.1.3 The first level
of governance forum for handling the cooperation between the Parties in various matters, under this Vendor Tooling Agreement (“Agreement”) shall be the Geely/Polestar “Steering Committee”. The Steering Committee shall be the
first level of governance forum established by the Parties for handling the cooperation between them in respect of various matters. 
 8.1.4 The higher
level of governance forum, to which an issue shall be escalated if the Steering Committee fails to agree upon a solution shall be the “Strategic Board”, which is the so-called Executive Meeting
between the CEO Ningbo Geely Automobile Research & Development Co., Ltd. and the CEO of the Polestar group (currently the CEO of Polestar Automotive Holding Limited). The Strategic Board shall be the highest level of governance forum
established by the Parties for handling the cooperation between them in respect of various matters. 
 8.1.5 In the event that the Parties cannot agree on a
joint solution for handling disagreements or disputes, a deadlock situation shall be deemed to have occurred and the procedure set forth in Section 1.1 shall apply. 

8.2 Changes 
 During the term of this Agreement, the Parties can
request changes to the Agreement, which shall be handled in accordance with the governance procedure above. Both Parties agree to act in good faith to address and respond to any change request within a reasonable period of time. 

9. CONFIDENTIALITY 
 9.1 The Parties shall take any and
all necessary measures to comply with the security and confidentiality procedures of the other Party. 

  
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 9.2 All Confidential Information shall only be used for the purposes set forth in this
Agreement. Each Party will keep in confidence any Confidential Information obtained. 
 in relation to this Agreement and will not divulge
the same to any Third Party, unless the exceptions specifically set forth below in this Section 9.2 below apply, in order to obtain patent protection or when approved by the other Party in writing, and with the exception of their own officers,
employees, consultants or sub-contractors with a need to know as to enable such personnel to perform their duties hereunder. This provision will not apply to Confidential Information which the Receiving Party
can demonstrate: 
 (a) was in the public domain other than by breach of this undertaking, or by another confidentiality undertaking; 

(b) was already in the possession of the Receiving Party before its receipt from the Disclosing Party; 

( c) is obtained from a Third Party who is free to divulge the same; 

(d) is required to be disclosed by mandatory law, court order, lawful government action or applicable stock exchange regulations; 

( e) is reasonably necessary for either Party to utilize its rights and use of its Intellectual Property Rights; or 

(f) is developed or created by one Party independently of the other, without any part thereof having been developed or created with assistance
or information received from the other Party. 
 9.3 The Receiving Party shall protect the disclosed Confidential Information by using the same degree of
care, but no less than a reasonable degree of care, to prevent the dissemination to third parties or publication of the Confidential Information, as the Receiving Party uses to protect its own Confidential Information of similar nature. Further,
each Party shall ensure that its employees and consultants are bound by a similar duty of confidentiality and that any subcontractors taking part in the fulfilment of that Party’s obligations hereunder, enters into a confidentiality undertaking
containing in essence similar provisions as those set forth in this Section 9. 
 9.4 Any tangible materials that disclose or embody Confidential
Information should be marked by the Disclosing Party as “Confidential,” “Proprietary” or the substantial equivalent thereof. Confidential Information that is disclosed orally or visually shall be identified by the Disclosing
Party as confidential at the time of disclosure, with subsequent confirmation in writing within thirty (30) days after disclosure. However, the lack of marking or subsequent confirmation that the disclosed information shall be regarded as 

“Confidential” does not disqualify the disclosed information from being classified as Confidential Information. 

  
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 9.5 If any Party violates any of its obligations described in this Section 9, the violating Party shall,
upon notification from the other Party, (i) immediately cease to proceed such 
 harmful violation and take all actions needed to rectify said behavior
and (ii) financially compensate for the harm suffered as determined by an arbitral tribunal pursuant to Section 11.2 below. All legal remedies (compensatory but not punitive in nature) according to law shall apply. 

9.6 This Section 9 shall survive the expiration or termination of this Agreement without limitation in time. 

10. GOVERNING LAW 
 This Agreement and all non-contractual obligations in connection with this Agreement shall be governed by the substantive laws of the People’s Republic of China, without giving regard to its conflict of laws principles. 

11. DISPUTE RESOLUTION 
 11.1 Escalation 

11.1.1 In case the Parties cannot agree on a joint solution for handling disagreements or disputes, a deadlock situation shall be deemed to have occurred and
each Party shall notify the other Party hereof by the means of a deadlock notice and simultaneously send a copy of the notice to the Steering Committee. Upon the receipt of such a deadlock notice, the receiving Party shall within ten days of
receipt, prepare and circulate to the other Party a statement setting out its position on the matter in dispute and reasons for adopting such position, and simultaneously send a copy of its statement to the Steering Committee. Each such statement
shall be considered by the next regular meeting held by the Steering Committee or in a forum meeting specifically called upon by either Party for the settlement of the issue. 

11.1.2 The members of the Steering Committee shall use reasonable endeavors to resolve a deadlock situation in good faith. As part thereof, the Steering
Committee may request the Parties to in good faith develop and agree on a plan to resolve or address the breach, to be presented for the Steering Committee without undue delay. If the Steering Committee agrees upon a resolution or disposition of the
matter, the Parties shall agree in writing on terms of such resolution or disposition and the Parties shall procure that such resolution or disposition is fully and promptly carried into effect. 

11.1.3 If the Steering Committee cannot settle the deadlock within 30 days from the deadlock notice pursuant to the section above, despite using reasonable
endeavors to do so, such deadlock will be referred to the Strategic Board. If no Steering Committee has been established between the Parties, the relevant issue shall be referred to the Strategic Board. Should the matter not have been resolved by
the Strategic Board within 30 days counting from when the matter was referred to them, despite using reasonable endeavors to do so, the matter shall be resolved in accordance with Section 11.2 below. 

  
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 11.1.4 All notices and communications exchanged in the course of a deadlock resolution proceeding shall be
considered Confidential Information of each Party and be subject to the confidentiality undertaking in Section 9 above. 
 11.1.5 Notwithstanding the
above, the Parties agree that either Party may disregard the time frames set forth in this Section 11.1 and apply shorter time frames and/or escalate an issue directly to the Strategic Board in the event the escalated issue is of an urgent
character and where the applicable time frames set out above are not appropriate. 
 11.2 Arbitration 

11.2.1 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof shall be
submitted to China International Economic and Trade Arbitration Committee (“CIETAC”) for arbitration, which shall be held in Shanghai and conducted in accordance with the CIETAC’s arbitration rules in effect at the time of applying
for arbitration, whereas the language to be used in the arbitral proceedings shall be English and Chinese. 
 11.2.2 Irrespective of any discussions or
disputes between the Parties, each Party shall always continue to fulfil its undertakings under the Agreement unless an arbitral tribunal or court (as the case may be) decides otherwise. 

11.2.3 In any arbitration proceeding, any legal proceeding to enforce any arbitration award, or any other legal proceedings between the Parties relating to
this Agreement, each Party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state. Such waiver includes a waiver of any defense of
sovereign immunity in respect of enforcement of arbitral awards and/or sovereign immunity from execution over any of its assets. 
 11.2.4 All arbitral
proceedings as well as any and all information, documentation and materials in any form disclosed in the proceedings shall be strictly confidential. 

12. MISCELLANEOUS 
 12.1 Force majeure 

12.1.1 Neither Party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is
caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a Party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes,
lock-outs or other industrial disputes (whether involving its 

  
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own workforce or a Third Party’s), failure of energy sources or transport network, restrictions concerning motive force, acts of God, war, terrorism, insurgencies and riots, civil commotion,
mobilization or extensive call ups, interference by civil or military authorities, national or international calamity, currency restrictions, requisitions, 

confiscation, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions,
collapse of building structures, fires, floods, storms, stroke of lightning, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default or delays of suppliers or subcontractors if such
default or delay has been caused by one of the foregoing events. 
 12.1.2 A non-performing Party, which claims
there is a Force Majeure Event, and cannot perform its obligations under the Agreement as a consequence thereof, shall use all commercially reasonable efforts to continue to perform or to mitigate the impact of its non-performance notwithstanding
the Force Majeure Event and shall continue the performance of its obligations as soon as the Force Majeure Event ceases to exist. 
 12.2 Notices

 12.2.1 All notices, demands, requests and other communications to any Party as set forth in, or in any way relating to the subject matter of, this
Agreement must be in legible writing in the English language delivered by personal delivery, facsimile, email transmission or prepaid overnight courier using an internationally recognized courier service and shall be effective upon receipt, which
shall be deemed to have occurred: 
 (a) in case of personal delivery, at the time and on the date of personal delivery; 

(b) if sent by email transmission, at the time and on the date indicated on a response confirming successful email; 

(c) if delivered by courier, at the time and on the date of delivery as confirmed in the records of such courier service; or 

(d) at such time and date as delivery by personal delivery or courier is refused by the addressee upon presentation; 

in each case provided that if such receipt occurred on a non-business day, then notice shall be deemed to have been
received on the next following business day; and provided further that where any notice, demand, request or other communication is provided by any party by email, such party shall also provide a copy of such notice, demand, request or other
communication by using one of the other methods. 
 12.2.2 All such notices, demands, requests and other communications shall be sent to following
addresses: 

  
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 To Geely: 

Ningbo Geely Automobile Research & Development Co., Ltd., 

No.818 Second Binhai Road, Hangzhou Bay New District, Ningbo, China 

Attention: [***] 
 Email: [***] 

With a copy not constituting notice to: 
 Zhejiang Geely Holding
Group Company Limited 
 1760 Jiangling Road 
 Binjiang
District, Hangzhou 
 Attention: [***] 
 [***] 

To Polestar: Polestar Automotive China Distribution Co., Ltd 

Email: legal@polestar.com 
 With a copy not constituting notice
to: 
 Polestar Performance AB 
 Attention: [***] 

Email: [***] 
 12.3 Assignment 

Neither Party may, wholly or partly, assign, pledge or otherwise dispose of its rights and/or obligations under this Agreement without the other Party’s
prior written consent. 

  
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 12.4 Waiver 

Neither Party shall be deprived of any right under this Agreement because of its failure to exercise any right under this Agreement or failure to notify the
infringing party of a breach in connection with the Agreement. Notwithstanding the foregoing, rules on complaints and limitation periods shall apply. 

12.5 Severability 
 In the event that any provision of
this Agreement conflicts with applicable law or if any such provision is held invalid by an arbitrator or a competent court, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in
accordance with applicable law. The remainder of the Agreement shall at all times remain in full force and effect. 
 12.6 Entire Agreement 

All arrangements, commitments and undertakings in connection with the subject matter of this Agreement (whether written or oral) made before the date of this
Agreement are superseded by this Agreement. 
 12.7 Amendments 

Any amendment or addition to this Agreement must be made in writing and signed by the Parties to be valid. 

12.8 Survival 
 If this Agreement is terminated
Section 9 (Confidentiality), Section 10 (Governing Law), Section 11 (Dispute resolution) as well as this Section 12.8, shall survive any termination or expiration and remain in force as between the Parties after such termination
or expiration. 

  
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 13. APPENDIX 

Appendix 1: List of Unique Vendor Tooling 
 (The Following is the
signing page of the Unique Vendor Tooling Agreement) 
 This Unique Vendor Tooling Agreement has been signed in [6] originals, of which Geely received five
(5) originals and Polestar received one (1) original 

  
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	POLESTAR AUTOMOTIVE CHINA DISTRIBUTION CO., LTD.	  	NINGBO GEELY AUTOMOBILE RESEARCH & DEVELOPMENT CO., LTD.
	 
By: /s/ Lars
Danielson                        
  

Printed name: 

  

Title:
  

Date:
  

By:
  

Printed name: 

  

Title:
  

Date:
	  	 By: /s/ Mr. Guowang
Kang                        
  

Printed name: Guowang Kang 

  

Title: CEO, GRI
  

Date:
  

By:
  

Printed name: 

  

Title:
  

Date:



  
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 [***] 

  
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