Standard terms and conditions

01Application of the terms

These general sales terms ("Terms") apply to, and form part of, Agreement(s) on purchases of Products, Services or Consulting provided by CeLLife Technologies Oy ("CeLLife" or "Supplier") to the customer ("Customer"). Any additional or conflicting terms specified in any purchase order or other document issued by Customer are, unless specifically acknowledged and agreed by Supplier in writing, deemed proposals only and are hereby rejected.

These Terms will also be applicable in case a reseller of Supplier is selling the Products to the Customer and these Terms have been attached to that contract. In such situations, the reseller is considered to be Supplier under these Terms and the reseller assumes all rights and obligations towards Customer.

02Definitions

The following terms shall have the meanings assigned to them herein, unless otherwise agreed in the Agreement:

Agreement

An agreement in which the Parties agree in writing on provision of Products, Services and/or Consulting to Customer — such as a signed agreement, Supplier's offer accepted in writing by Customer, or Customer's order accepted by Supplier.

Documentation

Usage manuals and specifications in written or electronic format supplied by Supplier along with the Products or Services, but excluding marketing materials.

Error

An error in the Product's material or workmanship which causes the Product not to function at all or not to function materially as set out in the Documentation.

Products / Service / Consulting

"Products" are measurement devices and related hardware. "Service" is access via web interface or client software to Supplier's system to view information about battery cells. "Consulting" is professional services provided from time to time, not including Service.

03Ordering and delivery of the products, risk and title

Customer shall place each order ("Order") in writing as instructed by Supplier. Orders are subject to written acceptance by Supplier; there is no obligation to accept an Order. Supplier will use reasonable efforts to provide the Products within agreed delivery times and will notify Customer of any expected delays.

Customer shall examine the Products upon delivery and notify any defect in writing within 14 days from the date of delivery (or from when the defect ought to have been discovered). Unless otherwise agreed, delivery is FCA Supplier's factory in Finland (Incoterms 2020). Ownership shall not pass to Customer until Supplier has received in full all sums due in respect of the Products.

04Services and consultancy

Supplier may modify, enhance, correct, update and upgrade the Service and modify its Documentation, and may suspend production or access for installation, change or maintenance work, using reasonable efforts to minimize downtime. Customer has the right to use the Service solely for its internal business purposes and ensures user names and passwords are kept secure. Consulting will be provided with due care and in a professional manner and is deemed accepted if Customer does not report deficiencies within seven (7) days of delivery.

05Warranty and support

Supplier agrees to correct Errors in the Products during the warranty period of twelve (12) months from delivery; after that period any repairs are chargeable. Supplier may supply a replacement product, which may be a refurbished unit. The warranty does not cover Errors caused by fair wear and tear, negligence, abnormal conditions, failure to follow instructions, or alterations or repairs made by anyone other than Supplier.

The Service is provided on an "as is" and "as available" basis. Except as expressly provided, the Products and any other materials or services are provided without any other express or implied warranties, including warranties of merchantability, fitness for a particular purpose, title and non-infringement.

06Term and termination

The term of the Agreement is stated in the Agreement. Orders for Products and Consulting are final once confirmed. Services purchased for an initial term renew automatically year-to-year unless terminated in writing one (1) month before expiry. Otherwise, either Party may terminate with three (3) months' written notice. Either Party may terminate immediately for material breach not remedied within fourteen (14) days, or on the other Party's insolvency.

07Intellectual property rights, the right to use and indemnity

Each Party owns the Intellectual Property Rights owned or licensed by it when entering into the Agreement. Title and IP rights in the Products, Services, materials, software and documentation belong to Supplier and its licensors. Customer is not entitled to repair, open, disassemble, decompile or reverse engineer the Product, Service or any included software. Supplier will indemnify Customer against third-party IP infringement claims, subject to the conditions set out in the Agreement.

08Data

To deliver the agreed Services, CeLLife will use and produce data. Customer owns the Metrics reported for measured products and may use and communicate them to its own customers and suppliers, but may not use Metrics to build new products, train commercial models, or reverse engineer CeLLife's measurements, models and algorithms. Reference Data is owned by the Party providing or generating it. CeLLife's measurements, models and algorithms remain proprietary and confidential to CeLLife. Each Party will comply with applicable data protection law, including the GDPR. Customer ensures no personally identifiable information is transferred to Supplier unless agreed in writing in advance.

09Prices, acceptance and payment terms

If a price has not been specified in the Agreement, it shall be in accordance with Supplier's then-current price list. Supplier may change prices of ongoing Services and Consultancy with 30 days' advance notice. Unless otherwise agreed: Products are invoiced and paid prior to delivery; Service and rental fees are billed monthly and are non-refundable; Consulting work packages are billed 50% before and 50% on completion. Invoices are payable within thirty (30) days; overdue payments accrue interest at 14% per annum (or the maximum allowed by law, whichever is lower). All prices are exclusive of taxes.

10Export and anti-bribery compliance

All obligations to furnish goods, technology or software are subject to the export control laws and regulations of the relevant countries and regions, including U.S. and EU export control laws. Both Parties agree to comply fully with all applicable laws before exporting or re-exporting, and recognize these obligations survive termination. Neither Party shall, directly or indirectly, pay or offer anything of value to any official to influence a decision, or otherwise fail to comply with anti-bribery or anti-corruption legislation.

11Confidentiality

Except where otherwise provided, each Party shall keep in confidence all Confidential Information of the other Party, may not disclose it to third parties, and may not use it for any purpose other than fulfilling the Agreement. This obligation does not apply to information that is or becomes public through no breach, was already in the receiving Party's possession, was received from a third party without breach, was independently developed, or must be disclosed by law or authority.

12Liability

Neither Party shall be liable for indirect, incidental, special or consequential damages, including loss of profit, revenue or savings, loss or alteration of data, or cost of cover purchase. Supplier's aggregate maximum liability shall not exceed the net prices paid by Customer under the respective Project, Order or Agreement. Each Party's liability for direct damage to property or persons is capped at 1,000,000 euros. These limitations do not apply to damages caused by gross negligence or intentional acts, or breach of the Confidentiality, Intellectual Property Rights, or Export and Anti-Bribery Compliance sections.

13Miscellaneous

Assignment

Supplier may assign Agreements without Customer's consent in connection with a sale or transfer of its business, to an affiliate, or by merger or demerger, and may use subcontractors (remaining liable for their work). Supplier may use Customer as a marketing reference while maintaining confidentiality and accuracy, and ceases on Customer's request.

Entire agreement & severability

The Agreement constitutes the complete agreement between the Parties and supersedes previous proposals and communications. If any provision is found contrary to law, the remaining provisions remain in full force.

Waiver, amendment & force majeure

No change is valid unless made in writing and signed by both Parties; Supplier may amend these Terms by publishing updates on its website, effective in 30 days. Neither Party is liable for delay or non-performance due to Force Majeure.

Governing law and disputes

Agreements are construed in accordance with the laws of Finland, excluding its choice-of-law provisions and the UN Convention on Contracts for the International Sale of Goods. Disputes shall be finally settled by arbitration under the Arbitration Rules of the Finland Chamber of Commerce by one (1) arbitrator, in Helsinki, in English.