General Terms and Conditions (GTC)

1. General information

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(1) These General Terms and Conditions (GTC) govern the entire business relationship and are thus an integral part of all declarations, offers, contracts, warranty promises, deliveries, services, etc. between BatteryBoost AG (hereinafter referred to as "Seller") and its customers (hereinafter referred to as "Buyer"). A purchase contract is concluded when the Buyer places the order with the Seller in accordance with the order conditions defined in the offer.
(2) The Buyer's contractual partner will be:

    

    BatteryBoost AG

    Klybeckstrasse 141

    CH-4057 Basel

    UID: CHE-393.959.423

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(3) In the event of discrepancies between these GTC and the provisions of the purchase contract concluded by placing the order, the provisions of the purchase contract shall apply.
(4) Insofar as import bans, sanctions or other legal restrictions occur after conclusion of the contract, which prevent fulfilment of the contract, the Seller shall be released from his contractual obligations and the Buyer shall compensate him for any damage incurred by the Seller as a result of expenses already incurred.
(5) These GTC shall take precedence over any general terms and conditions of the Buyer, even if these are not expressly contradicted.
(6) Should any provision of these GTC be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes closest to the intended purpose of the original provision. The same applies to any contractual loopholes.

2. Subject matter of the contract

(1) The Seller shall supply products in accordance with the respective product descriptions and specifications of the manufacturer (hereinafter referred to as "Products").
(2) The Seller does not guarantee the suitability of the products for a specific purpose, unless this has been expressly assured in writing.

3. Prices and terms of payment

(1) All prices defined in the offer are net and duty paid in the specified currency. Duties and taxes are included in the price unless otherwise stated in the offer. VAT is listed separately unless it is not applicable, e.g. due to the reverse charge procedure.
(2) The prices quoted are based on the customs duties, taxes and fees applicable at the time of the offer. Should these costs increase by the time of delivery, the Seller reserves the right to pass these additional costs on to the Buyer.
(3) Payment deadlines are based on the conditions set out in the offer. Payments must be made irrevocably and within the agreed period. In the event of late payment, the Seller shall be entitled to charge interest on arrears at the statutory rate.
(4) Payments can only be reclaimed in the event of a material breach of contract due to gross negligence on the part of the Seller.

4. Delivery, transfer of risk and place of fulfilment

(1) The Seller shall deliver the goods to a destination agreed with the Buyer and specified in the offer.
(2) The Seller is authorised to make partial deliveries.
(3) Unless otherwise agreed to in the offer, the Buyer is responsible for unloading the goods at the destination.
(4) The Seller will add a flat-rate delivery fee to the offer. The transport price covers the pure delivery including any transport insurance and other transport charges for the products.
(5) The Seller reserves the right to invoice the Buyer for the actual transport costs in a separate invoice.
(6) Customs duties, taxes and similar charges are included in the sales price of the products and are not part of the transport costs.
(7) The delivery dates defined in the offer are non-binding unless they have been expressly agreed in writing as binding.
(8) Delays in delivery due to force majeure, customs inspections, unforeseeable events or circumstances for which the Seller is not responsible shall not entitle the Buyer to cancel the contract or to claim damages. The Seller shall not be liable for consequential damages or loss of profit.
(9) The risk shall pass to the Buyer or to a third party nominated by the Buyer when the goods are handed over.
(10) If the Buyer is in default of acceptance, cancels agreed dates at short notice (less than two weeks before the respective date), provides false information as part of the ordering and coordination process or culpably violates other obligations to cooperate, the Seller shall be entitled to suspend the services owed until the end of the delay or the performance of the act of cooperation and to demand compensation for the damage incurred, including any additional expenses. Further claims or rights are reserved.
(11) The Buyer shall bear the costs for the storage of the products during the delay in acceptance.

5. Retention of title

Subject to mandatory statutory provisions, all deliveries and services of the Seller shall remain the property of the Seller until full payment has been made by the Buyer. The Buyer is obliged to co-operate in all actions to establish or maintain any retention of title. The Buyer is obliged to store and handle the Seller's deliveries and services properly and in accordance with the regulations until the transfer of ownership and is not authorised to pass them on to third parties until then.

6. Legal requirements

For customers based in Switzerland:
(1) The Buyer assumes responsibility for registration with INOBAT and payment of the advance disposal fee (VEG).
(2) The Seller shall provide the Buyer with all necessary information and technical data required for registration and fulfilment of the legal requirements.
(3) The Buyer assumes responsibility for the return and proper disposal of the packaging in accordance with the regulations and recycling standards applicable in Switzerland. The Seller is not obliged to provide return options.

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For customers based in Germany:
(1) The Buyer is responsible for compliance with the German Battery Act (BattG), including registration with the Stiftung elektro-altgeräte register (stiftung ear) and the take-back and disposal obligations.
(2) The Seller shall provide the Buyer with all necessary information and technical data required for registration and fulfilment of the legal requirements.
(3) The Buyer assumes responsibility for the return and proper disposal of packaging in accordance with the provisions of the German Packaging Act. The Seller is not obliged to provide return options.

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For customers based in Poland:
(1) The buyer assumes responsibility as the first distributor (Erstinverkehrbringer) in accordance with Polish legislation. This includes batteries, accumulators, and packaging supplied by the seller within the scope of the business relationship. The buyer explicitly agrees to assume all associated legal obligations in Poland.
(2) The buyer undertakes to register with the relevant authority (e.g., BDO - Database on Products and Packaging and on Waste Management) and to submit timely quantity reports and declarations as required by Polish legislation.
(3) The buyer is responsible for the collection and proper disposal of batteries, accumulators, and packaging in compliance with the laws applicable in Poland. The buyer must independently organize collection systems or commission appropriate service providers.
(4) Upon request, the seller will provide the buyer with all necessary technical data and information required to fulfill legal obligations. This includes, in particular, details about the delivered products and quantities.
(5) The buyer agrees to indemnify the seller against all claims, fines, or legal consequences arising from non-compliance with legal requirements in Poland, insofar as these obligations fall under the buyer's responsibility as the first distributor.
(6) By placing an order, the buyer confirms to be informed of any legal obligations as the first distributor in Poland and fully accepts these responsibilities. The seller disclaims any liability for the fulfillment of the aforementioned obligations in Poland.

7. Liability and indemnity

(1) The Seller shall only be liable for damage caused by wilful or grossly negligent behaviour. Liability for auxiliary persons of the Seller shall be excluded to the extent permitted by law or otherwise reduced to the extent permitted by law.
(2) Liability for damage caused by improper handling or installation by the purchaser or third parties is excluded.
(3) Liability for indirect damages, consequential damages, loss of profit or loss of production is excluded to the extent permitted by law.
(4) The Seller shall be liable for compliance with the product requirements (e.g. labelling obligations) and shall indemnify the Buyer against claims based on defects in these requirements.
(5) The Buyer undertakes to comply with all applicable laws and regulations relating to the installation, use and disposal of the products. The Buyer shall indemnify the Seller against any claims arising from non-compliance with these regulations.

8. Notification of defects and warranty

(1) The Buyer is obliged to inspect the goods immediately upon receipt for obvious defects and to report these in writing within 5 working days. Hidden defects must be reported in writing within 7 working days of their discovery in order to ensure timely processing.
(2) If no notice of defects is given in due time, the goods shall be deemed approved.
(3) The warranty conditions of the respective manufacturer apply exclusively to the delivered products. The Seller itself does not assume any guarantee or warranty of its own.
(4) The Seller shall support the Buyer in asserting claims under the manufacturer's warranty, but is not obliged to fulfil these claims itself or to provide additional services.

9. Export control and dual-use goods

(1) The Seller points out that energy storage systems or their components may be "dual-use goods" that are used for both civilian and military purposes and may be subject to sanctions accordingly.
(2) The Buyer undertakes to comply with all applicable export and import control laws, including regulations on dual-use goods. The Buyer shall ensure that the products are not used for prohibited military, nuclear or otherwise sanctioned purposes.
(3) The Buyer shall be responsible for obtaining all necessary authorisations and declarations for the end use and release of the delivered products.
(4) The Buyer shall indemnify the Seller against any claims, penalties or costs arising from the Buyer's failure to comply with export or import control regulations.

10. Place of jurisdiction and applicable law

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(1) These GTC and the contractual relationship between the Seller and the Buyer shall be governed exclusively by Swiss substantive law to the exclusion of the provisions of Swiss private international law.
(2) The applicability of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Sales Convention) is expressly excluded.
(3) The exclusive place of jurisdiction is the registered office of the Seller. However, the Seller shall also be entitled to take legal action against the Buyer at his domicile or registered office or at any other place of jurisdiction provided for by law.

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These GTC are valid from 24 January 2025 and replace all previous versions. The Seller reserves the right to amend the GTC at any time at its own discretion and without notice or information to the Buyer.

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Language Disclaimer
This document is a translation of the original German version of the GTC. In the event of any discrepancies or legal disputes, the German version shall prevail and be deemed authoritative.