1. Introduction
AMPHERR Battery Technologies with its legal holding company T-Force Mobility, operates with affiliates in the following locations:
- AMPHERR AG, Germany
- AMPHERR LLC, USA
- AMPHERR Batarya Teknolojileri A.S., Türkiye
The General Terms and Conditions of Sale and Delivery (“Terms”) apply to all future contracts of AMPHERR affiliates listed above (“AMPHERR”) with the Customer regarding the use of the website http://www.ampherr.com as well as all Goods and services offered by AMPHERR. The Customer acknowledges these Terms as binding for the present contract and also for future transactions. Any variant agreement only applies if expressly accepted by AMPHERR in writing.
These Terms apply exclusively. Divergent, conflicting, or supplementary general Terms and conditions of the Customer shall only become part of the contract if and to the extent that AMPHERR has expressly agreed to their validity. This requirement for consent applies in all cases, for example, if the Customer refers to its own Terms in connection with an order and AMPHERR does not explicitly object. By accepting our order confirmation, the Customer explicitly acknowledges that they waive any objection based on their own general Terms and conditions.
Unless otherwise agreed, these Terms in the version valid at the time of the Customer’s order—or at least in the version most recently communicated to the Customer in writing shall also apply as a framework agreement for similar future contracts, without AMPHERR having to refer to them in each individual case.
References to the applicability of statutory provisions are for clarification purposes only. Therefore, statutory provisions shall apply even without such clarification, insofar as they are not directly modified or expressly excluded in these Terms.
2. Definitions
The following definitions apply in these General Terms and Conditions of Sale & Delivery:
“Affiliate” means entities that are directly controlled by, or is under common control with, AMPHERR. For purposes of this definition, the terms “control,” “controlled by” and “under common control with” mean the direct ownership of at least majority of the stock or shares having the right to vote for the election of directors or possession of the power to direct or cause the direction of the management or policies of such entity.
“Agreement” means a purchase order agreed by AMPHERR, supply agreement, quotation, order acknowledgement by AMPHERR, long term agreement, or any other agreement for the purchase and sale of Goods, subject to these Conditions.
“AMPHERR” means the legal entity identified in the Agreement as the selling entity.
“Conditions” means these Standard Terms and Conditions of Sale.
“Confidential Information” means all AMPHERR’s confidential or proprietary information, whether disclosed in oral, written, or electronic format, which includes but is not limited to, trade secrets, data, financial information, technical information, business strategies, designs, specifications, tests, reports, sample products or materials, manufacturing information, or any other information which AMPHERR provides to Customer as well as all copies, notes, compilations, or other documents that contain or reflect any foregoing AMPHERR’s confidential or proprietary information.
“Customer” means the legal entity identified in the Agreement as the buying entity purchasing Goods pursuant to the Agreement.
“Delivery” refers to the physical arrival of the goods at the Customer’s designated location.
“Goods” means all physical goods, parts, products, Software, deliverables, items, technical information, or services provided by AMPHERR to Customer pursuant to the Agreement.
“Losses” means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and other professional costs and expenses).
“Shipment” refers to the point at which the goods are loaded onto the transport vehicle at the AMPHERR manufacturing location.
3. Offers & Prices
3.1. Offers of AMPHERR are non-binding.
3.2. The Customer is responsible for verifying and confirming that AMPHERR’s offered solution, including all related components and configurations, is technically compliant with the Customer’s requirements, specifications, and applicable data sheets prior to order confirmation.
3.2.1.AMPHERR shall provide all relevant technical documentation, drawings, and data sheets reasonably necessary to support the Customer’s evaluation; however, AMPHERR shall not be liable for any mismatch or non-compliance arising from incomplete, inaccurate, or unspecified requirements provided by the Customer.
3.3. Commercial conditions and shipment schedules are only confirmed with an official order and a shipment plan duly signed by AMPHERR and the Customer. The order shall clearly define prices of the goods, shipment terms and cost, packaging design and cost, total volume, and the overall shipment period.
3.4. Unless, otherwise specifically specified in the offer, AMPHERR prices do not include:
3.4.1. Taxes: Including but not limited to importation or customs taxes, applicable to Goods sold under any Agreement. Taxes will be added by AMPHERR to the sales price where required to comply with applicable law and will be paid by Buyer unless Buyer provides AMPHERR with a valid tax exemption certificate.
If the Goods are subject to an international order which originates from the United States, the following provision shall apply: Prices do not include duties, fees, or social or welfare contributions or taxes levied by any government or other governmental authority outside of the United States and which AMPHERR may be obligated to pay whether directly or indirectly, through withholding or otherwise. In the event AMPHERR is required to pay any of the foregoing, or under its normal policy is required to reimburse any employee for the same, the price of the affected Goods will be increased by such amount.
3.4.2. Shipment Cost: Including all national and international shipments whether by land, sea or air. AMPHERR and the Customer shall mutually agree in writing on the “Ex Works” location of the relevant AMPHERR affiliate.
If Customer requests any shipment term other than the “Ex Works” the specified shipment conditions and associated costs shall be explicitly stated in the agreement. The absence of such details shall automatically mean that the shipment term is “Ex Works”.
The Customer acknowledges and agrees that shipment conditions are inherently linked to the shipment plan; therefore, any deviation from the agreed shipment plan, including but not limited to:
- requesting earlier or delayed shipment dates,
- changing or splitting order quantities,
- requesting shipments during public holidays or non-standard working hours,
- postponing or holding shipments, or
- any other modification affecting logistics or scheduling
may result in corresponding changes to shipment cost, including additional storage, transportation, or administrative charges, as reasonably determined by AMPHERR.
3.4.3. Special Packaging Cost: AMPHERR uses a standard packaging design. Unless otherwise agreed in writing, the Customer accepts and confirms that the goods shall be shipped in AMPHERR’s standard packaging. Standard package cost shall be specified and mutually confirmed in writing in the agreement.
If the Customer subsequently requests changes to the packaging design, AMPHERR shall work in good faith to accommodate such requests without any price adjustment. However, if a price change becomes unavoidable due to the requested modifications, the Customer shall have the option to either approve the new price, or revert to the original, validated packaging design, in which case the original pricing shall remain unchanged.
3.4.4. Special Documentation: AMPHERR provides standard documentation. Unless otherwise agreed in writing, the Customer accepts and confirms that the goods shall be shipped with AMPHERR’s standard documentation package which includes the User Manual, Technical Data Sheets, Certification Reports and Surface Cad-data.
If the Customer subsequently requests additional documentation, AMPHERR shall act in good faith to accommodate such requests without any additional cost. However, if an extra cost becomes unavoidable due to the requested documentation, the Customer shall have the option to either approve the new price, or revert to the original documentation package, in which case the original pricing shall remain unchanged.
3.4.5. Special Testing, Validation or Certification Cost: AMPHERR provides its standard and currently available testing reports and certifications. The Customer is obliged to confirm in writing whether all required test results and/ or certifications are already available from AMPHERR prior to order confirmation. Any test report or certification not specifically requested by the Customer shall be deemed not required.
If the Customer subsequently requests additional testing or certification, AMPHERR shall act in good faith to accommodate such requests without minimum possible additional cost. The Customer shall have the option to either approve the additional cost, or revert to the available certification, in which case the original pricing shall remain unchanged.
If the Customer reverts to the available certification, the Customer shall assume full responsibility and liability for any unperformed tests or certifications related to the use of the goods in their intended area and location.
3.4.6. Export, Import and Regulatory Compliance Liability: Even in cases where AMPHERR handles the logistics, unless AMPHERR is explicitly responsible for customs clearance, the Customer shall be responsible for obtaining and maintaining any required import licenses, permits, or regulatory approvals necessary for the shipment, importation, or use of the goods in the destination country. AMPHERR shall provide reasonable assistance by supplying available documentation to support such processes but shall not be liable for any delay, restriction, or cost arising from the Customer’s failure to secure the required authorizations.
The goods supplied by AMPHERR, being battery packs and related components, are classified as dangerous or regulated items under applicable international transportation and safety regulations, including but not limited to UN, ADR, IATA, and IMDG codes. Therefore, unless AMPHERR has explicitly undertaken full logistics responsibility, the Customer shall ensure that all handling, transport, labeling, packaging, and storage procedures fully comply with such regulations. AMPHERR shall provide all standard documentation and declarations available for the shipment of regulated goods but shall not be liable for the Customer’s misuse or non-compliance with any applicable transport or safety laws.
Furthermore, the Customer acknowledges that the goods, related technology, or documentation supplied by AMPHERR may be subject to export control laws and regulations of the United States, the European Union, or other applicable jurisdictions. The Customer agrees not to directly or indirectly sell, export, re-export, transfer, or otherwise distribute the goods to any person, entity, or destination that is prohibited or restricted under applicable U.S. or international law, including but not limited to embargoed countries or parties listed on U.S. government sanctions lists (such as the U.S. Treasury Department’s Office of Foreign Assets Control – OFAC).
The Customer shall indemnify and hold AMPHERR harmless from any claim, penalty, loss, or liability arising out of the Customer’s violation of such export control, sanctions, customs, or transport regulations.
3.4.7. Insurance: AMPHERR’s prices do not include any type of insurance coverage. AMPHERR does not undertake to maintain or procure any insurance, including but not limited to transport, business interruption, property damage, or third-party liability insurance.
If the Customer requests insurance coverage, AMPHERR shall provide an offer specifying the applicable premium, scope, and terms of such insurance. Upon the Customer’s written acceptance of the offer and payment of the corresponding insurance costs, AMPHERR will arrange the insurance accordingly and provide the relevant policy or confirmation of coverage to the Customer.
3.5. If the content of a Customer’s order deviates in any way from AMPHERR’s previously issued offer, each such deviation must be clearly and specifically identified by the Customer in the order.
AMPHERR’s silence or lack of response to an order containing deviations shall not be deemed as acceptance and shall not constitute a binding contract. In such cases, a contract shall only be concluded if AMPHERR expressly confirms the deviations in writing.
If AMPHERR issues an order confirmation that differs from the Customer’s order, such order confirmation shall be deemed a new offer by AMPHERR. The Customer may accept this new offer by providing written confirmation within two (2) weeks of receipt. In these circumstances, the contract shall consist solely of the terms and conditions contained in AMPHERR’s order confirmation.
3.6. AMPHERR reserves the right to adjust the agreed prices if significant cost changes occur after the conclusion of this Agreement due to factors including, but not limited to, changes in tariff agreements, justified price increases from sub-suppliers, fluctuations in exchange rates, or increases in raw material costs.
AMPHERR may adjust prices in accordance with relevant Raw Material Indices (RMI) or comparable market indicators reflecting material cost developments.
Any such price adjustments shall be communicated to the Customer in writing immediately upon becoming known. Unless the Customer submits a written objection within ten (10) calendar days of receipt of the notification, the adjusted prices shall be deemed accepted and shall apply from the expiry of the objection period.
This provision shall not apply where a fixed price has been expressly agreed in writing between the Parties.
4. Shipment Date and Ordering Schedule
The supply process shall commence on the date Customer places an official purchase order and shall be confirmed on the date both Parties mutually agree, in writing, on a “Shipment plan”.
The Customer herewith agrees and confirms to purchase 100% of the order volume within the period defined in the Agreement and Shipment Plan (the “Contract Commitment Period”).
The Customer acknowledge that AMPHERR’s responsibility for and risk in, the goods shall cease upon shipment, unless otherwise expressly agreed in writing. Delivery is expected to take approximately 10–20 calendar days after shipment, depending on the destination, and shall not create any liability for AMPHERR unless otherwise agreed in writing.
The Customer further acknowledges that the inherent complexity and risks associated with managing a multi-continental supply chain and therefore undertakes to exert their best efforts to adhere to the ordering schedule outlined below:
4.1. Ordering & Shipment Plan Agreement: Unless otherwise mutually agreed in writing, the Customer shall place an official purchase order, together with a written request for a shipment plan, at least 24 weeks prior to the desired initial shipment date.
Upon receipt of the official purchase order, AMPHERR shall check its available stocks, consult its critical suppliers and either confirm or propose an alternative shipment plan. The Parties shall negotiate in good faith and execute the preliminary shipment plan within 2 weeks of the order date.
4.1.1. If the Parties fail to reach a mutual agreement within this 2-week period, the Customer shall have the right to cancel the order without any liability.
4.1.2. The Customer acknowledges that execution of the preliminary shipment plan shall constitute a waiver of its right to cancel the order.
4.2. Deposit & Bank Guarantees: Upon execution of the preliminary shipment plan, the Customer shall have 2 weeks to remit the agreed deposit payment and submit the bank guarantees outlined in Section 5. Failure to do so shall result in automatic termination of the order, without the need for further notice.
4.3. Commencement of Shipment Schedule: Once the order is placed, the shipment plan is signed, and all required payments and guarantees are fulfilled, the official shipment timeline for the initial shipment timeline (“Week N”) shall commence. Unless otherwise agreed in writing, the standard shipment plan outlined below shall apply.
Week | Milestone |
N+1 | AMPHERR places orders with its suppliers and monitors the schedule. In case of any delays, AMPHERR shall promptly notify the Customer and make best efforts to mitigate the impact and propose alternatives. AMPHERR shall not be liable for delays beyond its reasonable control (e.g. extreme weather, piracy, acts of war, etc.). |
N+16 | AMPHERR shall receive all critical components and inform the Customer. |
N+20 | AMPHERR shall ship the initial batch of goods. Unless otherwise agreed in the shipment plan, shipments shall be made in agreed batches. |
Post N+20 | AMPHERR shall ship the remaining goods in accordance with the agreed shipment plan. |
4.4. Changes in Shipment Plan: The Customer may request changes to the shipment plan, subject to the following conditions:
4.4.1. Changes to dates and quantities are permitted within a maximum variance of ±15%, provided written notice is given at least 4 weeks prior to the scheduled shipment date.
4.4.2. If the Customer wishes to take shipment of the goods confirmed in the shipment plan earlier than scheduled, with less than 4 weeks of notice, AMPHERR shall evaluate feasibility of such an order. Any accepted change may be subject to additional costs including but not limited to overtime, expedited shipping. If the Parties mutually agree to the revised terms in writing, the shipment plan shall be updated accordingly. Otherwise, the original shipment plan shall remain in effect.
4.4.3. If the Customer wishes to delay a confirmed order AMPHERR shall assess feasibility and may apply additional costs for special stockkeeping of semi-finished goods or disassembly of components. If the Parties mutually agree to the revised terms in writing, the shipment plan shall be updated accordingly. Otherwise, the original shipment plan shall remain in effect.
4.4.4. Total quantities of goods in the shipment plan may not be increased or decreased without AMPHERR’s prior written consent.
4.4.5. “The final shipment” date may not be delayed by more than 2 months from the original shipment plan without AMPHERR’s consent.
4.5. Notifications in Case of Delay or Early Shipment
Delays: AMPHERR shall immediately notify The Customer of any expected delay and propose a mitigation plan.
Early Shipment: AMPHERR shall notify The Customer of any intention to ship earlier than agreed. Batteries may only be shipped early upon written approval by the Customer, who may reject early shipments at its discreation.
4.6. Partial Shipments And Minimum Order Quantity: The Parties agree that each shipment shall include an agreed minimum order quantity of good and, unless otherwise agreed in writing, shipment quantities shall increase in multiples of the minimum order quantity.
The Customer acknowledges and agrees any deviation from the agreed order quantities shipment plan may result in corresponding changes to shipment cost, including additional storage, transportation, or administrative charges, as reasonably determined by AMPHERR.
4.7. Conditional Validity: All timelines and obligations under this Section are contingent upon the pricing and payment terms in Section 5 being in full effect. Any delays arising from non-compliance with Section 5 shall exempt AMPHERR from liability for missed deadlines.
5. Payment Terms & Deposits & Bank Guarantees
5.1. Deposit Payment: Upon mutual signing of the Shipment Plan, unless otherwise agreed in written, AMPHERR shall issue an invoice to The Customer for a non-refundable deposit of seventy percent (70%) of the total order value, for the goods specified in the Shipment Plan.
5.1.1. This deposit shall be payable no later than 2 weeks following the signing of the Shipment Plan.
5.1.2. The order shall only become valid and binding upon AMPHERR’s receipt of the full deposit amount.
5.1.3. Failure to make the deposit payment within the specified time period shall result in automatic termination of the order, without the need for further notice or action by AMPHERR.
5.2. Application of Deposit
5.2.1. The deposit shall be applied as a credit against the final portion of the total order value corresponding to the percentage of the deposit paid. For clarity, where the deposit equals seventy percent (70%) of the total order value, it shall be credited against the invoice(s) for the final seventy percent (70%) of the goods shipped under this Agreement.
If the deposit percentage is amended by mutual agreement, the same principle shall apply — the deposit shall be retained by AMPHERR and credited only against the final portion of the shipment value corresponding to the agreed deposit percentage.
Accordingly, the Customer shall not make any additional payment for that corresponding final portion of the goods, as the deposit amount shall already cover it.
5.2.2. In the event that The Customer fails to make payment for, or purchase, goods already produced by AMPHERR, AMPHERR has the right to retain the deposit as a compensation for labor, overhead and other costs incurred related to production and stock keeping.
5.2.3. In the event that The Customer fails to purchase the full quantity of goods specified in the Shipment Plan, AMPHERR shall be entitled to retain up to twenty percent (%20) of the total contract value from the deposit. This retention reflects the adjustment of the volume-based discount originally granted to The Customer and shall be considered a fair compensation for the reduced order volume. This retention is in addition to any rights AMPHERR may have under other provisions of this agreement.
5.3. Bank Guarantee: AMPHERR may, at its discretion, request that the Customer provide an on-demand, unconditional bank guarantee in the amount of 30% of the total Agreement value (the remaining order value after any deposit payment). Such a guarantee, if requested, shall serve as financial security for AMPHERR’s procurement of materials related to this Agreement.
5.4. Use and Return of Guarantee: AMPHERR shall be entitled to draw on the bank guarantee only if The Customer fails to accept and pay for the full quantity of batteries specified in the Shipment Plan, without valid contractual justification.
5.4.1. In such case, AMPHERR may claim up to 50% of the value of the unshipped portion of the order.
5.4.2. Any unused portion of the bank guarantee shall be released to The Customer within 30 calendar days of full and successful shipment and payment of all goods.
5.5. Payment terms: Payment for each shipment shall be made no later than ten (10) working days prior to agreed shipment date to allow sufficient time for logistic agreements. For clarity, payment shall be deemed received only when the funds have cleared and reached AMPHERR’s designated bank account.
Any delay in payment shall result in a corresponding delay in shipment and, AMPHERR bears no responsibility for any consequences arising from such delay.
5.6. Ownership Until Full Payment: AMPHERR retains full ownership of all goods shipped under this Agreement until full payment of all amounts due has been received.
Until ownership passes, the Customer shall handle, store, and insure the goods with due care and at its own expense against fire, water damage, theft, and other common risks at replacement value. Any required maintenance or inspection shall also be performed by the Customer in due time and at its own cost.
The Customer may not pledge or assign the goods as security. In the event of seizure or other third-party intervention, the Customer shall immediately notify AMPHERR in writing and take all necessary measures to protect AMPHERR’s ownership rights.
If the Customer breaches the Agreement — including payment default — AMPHERR may reclaim the goods at any time. Such reclamation shall constitute a withdrawal from the contract, unless AMPHERR states otherwise in writing. AMPHERR may then resell the goods, crediting the net proceeds against the Customer’s liabilities after deducting reasonable handling and resale costs.
The Customer shall bear all transport, shipment, and non-quality-related costs arising from any return or repossession. AMPHERR may recover these costs from the deposit or by drawing on the bank guarantee without further notice.
6. Acceptance of Goods and Quality Management
AMPHERR’s goods may be classified as dangerous due to their high-voltage content. Batteries may cause various accidents, including but not limited to electric shocks, fires, or chemical contamination, if not handled properly. The Customer acknowledges and accepts the hazardous and complex nature of the goods and undertakes to strictly comply with AMPHERR’s handling, storage, and safety instructions in order to avoid any potential accident or damage that may result in loss or injury.
The Customer further acknowledges and agrees that improper handling, misuse, or failure to follow AMPHERR’s instructions may result in functional failures, some of which may not become apparent immediately. The impact of such latent defects may manifest over time if they are not repaired promptly. The Customer therefore understands and agrees that promptly informing AMPHERR of any unusual condition or irregularity is as important as reporting an actual defect, and that delayed communication may be a primary cause of any resulting loss or damage.
AMPHERR guarantees that its goods conform to applicable laws and standards at the time of shipment. The Customer is responsible for ensuring compliance of its final product or system into which AMPHERR goods are integrated, including all certifications, labeling, and end-user safety requirements. AMPHERR shall not be responsible for any non-compliance arising from the Customer’s design, integration, or use of the goods.
Unless otherwise agreed in writing, the Customer agrees to the following conditions:
6.2. Inspection of Packaging: The Customer shall inspect the condition of the packaging upon receipt of the goods at its facility. In the event of any visible damage or defect, the Customer is responsible for recording such findings in writing in the presence of the carrier’s representative at the time of delivery.
The Customer shall notify AMPHERR within two (2) calendar days after delivery and provide a copy of the written notice as well as photographs clearly showing the packaging damage. In such a case, the Customer agrees to follow AMPHERR’s instructions, which may include recording the unpacking process and verifying whether the damage to the packaging has affected the goods inside.
The Customer understands and agrees that failure to comply with this procedure may result in the loss of transport insurance coverage, in which case any related costs or damages shall be borne by the Customer.
6.3. Incoming Visual Control of Goods: Even if the packaging shows no damage, the Customer shall visually inspect all delivered goods within two (2) weeks after delivery. In the event of any visible defects, the Customer must notify AMPHERR in writing within the same period, providing photographic evidence and detailed information describing the defects.
If no such notification is received by AMPHERR within two (2) weeks after delivery, the goods shall be deemed accepted and free from visible defects. Unless otherwise mutually agreed in writing, any later claim regarding visual defects shall be considered invalid and deemed to have resulted from the Customer’s handling or storage of the goods.
Any costs, losses, or damages arising from the Customer’s failure to perform the inspection or to provide timely notification shall be borne solely by the Customer.
6.4. Incoming Control of Goods: The Customer is obliged to perform the agreed functional control process before using or assembling the goods. Such control shall be carried out within four (4) weeks after delivery. In the event of any performance issues, the Customer must notify AMPHERR in writing within the same period, providing test data and detailed information describing the problem.
If no such notification is received by AMPHERR within four (4) weeks after delivery, the goods shall be deemed accepted and compliant in terms of functional performance. Unless otherwise mutually agreed in writing, any later claim regarding functional quality shall be considered invalid and deemed to have resulted from the Customer’s handling, assembly, or storage of the goods.
The Customer agrees not to assemble or integrate any goods prior to completing the functional control process and acknowledges that AMPHERR’s responsibility is limited solely to the goods as shipped by AMPHERR. Any costs, losses, or damages arising from the Customer’s failure to perform the functional tests or to provide timely notification shall be borne solely by the Customer.
6.5. Notification of Hidden Defects: In the event that all incoming inspections and functional tests have been passed but a defect in the goods appears thereafter (a “hidden defect”), the Customer shall immediately inform AMPHERR in writing, providing photographs, test data, and precise information describing the issue.
Under no circumstances shall the Customer attempt to repair or modify the goods without AMPHERR’s prior written approval. AMPHERR shall not be held responsible for any consequences arising from delayed notification or from any unapproved repair or intervention performed by the Customer.
The period for reporting hidden defects is limited to twelve (12) months from the date of shipment. Any defect reported after this period shall not be under AMPHERR’s responsibility.
6.6. Storage, Handling and Safety Incidents: The Customer shall store, handle, and operate the goods strictly in accordance with AMPHERR’s written instructions, technical documentation, and applicable safety regulations. This includes, but is not limited to, compliance with specified limits on temperature, humidity, mechanical shock, voltage levels, and environmental exposure.
The Customer acknowledges that any deviation from these requirements may lead to degradation, malfunction, or serious safety risks, including fire, electric shock, or chemical leakage. AMPHERR shall not be held liable for any deterioration, damage, or hazard resulting from improper storage, handling, or operation of the goods.
In addition, the Customer shall immediately notify AMPHERR in writing of any incident, accident, or safety event involving AMPHERR goods, whether or not such event is suspected to be related to a defect. AMPHERR shall have the right to participate in the investigation, request information, or inspect the goods involved. Failure to promptly report such incidents may release AMPHERR from any related responsibility.
AMPHERR reserves the right, upon reasonable notice, to audit the Customer’s storage, handling, or testing procedures related to AMPHERR goods, solely for the purpose of verifying compliance with AMPHERR’s safety and quality requirements.
6.7. Management of Defects: When the Customer informs AMPHERR about a defect, AMPHERR shall respond to the Customer’s notification within a maximum five (5) business days and present a proposed solution, including implementable countermeasures, within a maximum eight (8) business days.
Countermeasures proposed by AMPHERR may include direct intervention by the Customer, by AMPHERR, or by a third party designated by AMPHERR or mutually agreed upon by the Parties. In all cases, such interventions must be carried out strictly in accordance with AMPHERR’s written instructions.
If the use of spare parts is required, the Customer agrees to use only spare parts supplied or explicitly approved by AMPHERR. The use of any unapproved component or spare part on AMPHERR goods shall result in the complete loss of the Customer’s warranty rights.
AMPHERR’s priority is to ensure the continuity of the Customer’s operations and to prevent business interruption. Therefore, from time to time and particularly in urgent cases, AMPHERR may provide temporary solutions or support without a prior written agreement on responsibilities or costs. However, such actions shall not be construed as an admission of liability by AMPHERR or as acceptance of any related costs. As long as the defect is not under AMPHERR’s responsibility, the costs of such activities shall be borne solely by the Customer.
AMPHERR’s responsibilities and warranty terms are further defined in Section 7 of this Agreement.
6.9. Restriction on Disassembly and Reinstallation: The Customer shall not disassemble, open, modify, or otherwise interfere with the internal structure of any battery supplied by Ampherr, nor remove such battery from the originally designated vehicle or system and install it into another vehicle or application, without Ampherr’s prior written approval and technical guidance.
Any disassembly, relocation, reinstallation, or use of the battery outside its originally approved configuration without such approval shall be deemed unauthorized use and shall automatically void any warranty, guarantee, or liability of Ampherr with immediate effect.
7. Liability for Defects & Warranty:
AMPHERR warrants that its goods will be free from defects in materials and workmanship under normal use and service, subject to the terms and conditions set forth below: This warranty is limited to the original Customer and is non-transferable.
7.1. Exclusions and Void Warranty: The warranty shall be immediately void and AMPHERR shall have no liability if:
7.1.1. The Goods have been altered, modified, repaired, or serviced by any unauthorized party, including the Customer, without AMPHERR’s prior written consent.
7.1.2. The Customer fails to comply with AMPHERR’s handling, storage, safety, or operational instructions as specified in Section 6 and related documentation.
7.1.3. The Customer fails to take reasonable and timely measures to contain damage or notify AMPHERR of any defect.
7.1.4. Any defect or damage, whether visible or hidden, results from misuse, abuse, neglect, any accident involving the vehicle or the battery, improper maintenance, external causes (including but not limited to fire, water damage, chemical contamination, or acts of nature), or failure to follow Ampherr’s approved use conditions, or where the Customer fails to promptly inform Ampherr of any such defect, damage, or accident involving the vehicle or the battery, or continues to use the battery following such event without obtaining Ampherr’s written confirmation regarding warranty coverage.
7.1.5. The defect arises from use of unapproved spare parts or components not supplied or explicitly approved by AMPHERR.
7.1.6. Normal wear and tear or gradual performance degradation occurs.
7.1.7. Any third-party products or services not authorized by AMPHERR have caused or contributed to the defect.
7.1.8. The Customer fails to comply with the warranty activation procedure set forth in Section 7.2, including failure to provide required system identification information or to obtain a Warranty Activation Letter.
7.2. Warranty Period: The warranty period shall be twelve (12) months (unless otherwise agreed in writing) and shall commence on the date specified in Ampherr’s Warranty Activation Letter.
Warranty activation is conditional upon Ampherr’s written confirmation. For this purpose, the Customer shall provide Ampherr with the identification details of the vehicle or system in which the battery is installed, including but not limited to the chassis number (VIN) or equivalent unique identifier, prior to or immediately upon installation.
Upon receipt and validation of such information, Ampherr shall issue a written warranty confirmation (the “Warranty Activation Letter”), which shall define the official start date of the warranty and the applicable system configuration.
The Customer acknowledges that the warranty is strictly linked to the specific vehicle or system identified in the Warranty Activation Letter and shall not apply to any other vehicle, system, or configuration unless otherwise approved in writing by Ampherr.
7.3. Customer Obligations and Notification
7.3.1. The Customer shall inspect the Goods immediately upon receipt and perform all agreed functional tests within the timeframes specified in Section 6. Failure to notify AMPHERR in writing of any defects within the warranty period and applicable notification deadlines shall be deemed acceptance of the Goods and waiver of warranty claims.
7.3.2. The Customer shall provide AMPHERR with all relevant information, including photographs, test data, and detailed descriptions of defects.
7.3.3. The Customer shall not repair, modify, or attempt to remedy any defect without prior written approval from AMPHERR.
7.4. Remedies: Upon receipt of a valid warranty claim, AMPHERR shall, at its sole discretion, repair or replace defective Goods or parts thereof. If repair or replacement is not possible or fails within a reasonable period, the Customer may request a reduction in purchase price or rescind the contract, subject to the return of the defective Goods. AMPHERR shall bear the reasonable costs directly related to warranty repairs or replacements, including transport, labor, and materials, unless otherwise specified.
7.5. Costs beyond Warranty: If repairs or replacements must be carried out at a location other than AMPHERR’s facilities, or involve third parties, the Customer shall be responsible for any costs exceeding the standard costs for transport, labor, dismantling, and reassembly. Costs related to defects outside the warranty scope shall be borne by the Customer.
7.6. Limitation of Liability
7.6.1. AMPHERR’s total liability for defects and warranty claims shall be limited to the value of the defective Goods or parts subject to the claim.
7.6.2. AMPHERR shall not be liable for any indirect, consequential, incidental, or special damages, including but not limited to loss of profits, business interruption, or damage to other equipment, regardless of the cause.
7.6.3. Liability for damages caused by gross negligence or willful misconduct remains unaffected.
7.6.4. AMPHERR’s liability for personal injury or death caused by AMPHERR’s negligence or product liability claims under applicable mandatory law shall not be limited.
7.6.5. General Limitation of Claims: All claims arising from breach of contract or any legal basis shall be governed exclusively by this Agreement, unless expressly agreed otherwise in writing
AMPHERR’s liability for damages shall, in any event, be limited to the direct loss or reduction in value of the defective Goods caused by such defect. Any other claims for damages are excluded, including but not limited to loss of production, loss of use, loss of orders, loss of profit, or any other direct, indirect, or consequential damages.
This exclusion of liability shall not apply in cases of AMPHERR’s willful misconduct or gross negligence, nor to claims for personal injury, death, or mandatory product liability under applicable law.
7.7. Recall and Field Actions: In the event of a safety-related issue requiring recall, retrofit, or field action, the Parties shall cooperate in good faith to implement appropriate corrective measures. AMPHERR’s liability shall be limited to the defective goods supplied, and all associated logistics, labor, and replacement costs shall be borne by the Customer unless the defect is proven to be under AMPHERR’s responsibility.
7.8. Subcontractors: AMPHERR may engage subcontractors for manufacturing or servicing. AMPHERR warrants due diligence in selecting subcontractors but assumes no warranty or liability for services or products provided by subcontractors requested specifically by the Customer.
7.9. Statutory rights and Limitations: To the extent not modified herein, the statutory provisions governing warranty and liability shall apply. Any waiver or limitation of statutory rights shall only be valid if expressly agreed in writing.
7.10. Warranty Period on Repairs and Spare Parts: Any repair, replacement of parts, or provision of spare parts under this warranty shall not extend or renew the original warranty period of the Goods unless otherwise expressly agreed in writing by AMPHERR. AMPHERR’s liability for spare parts is limited to the conditions set forth in Section 8 of this Agreement.
7.11. Infringement Liability: The Customer acknowledges and agrees that combining, integrating, or using AMPHERR’s Goods with third-party components, systems, or processes may lead to claims of infringement. Except for defects attributable solely to AMPHERR’s own IP, the Customer shall fully indemnify AMPHERR against any third-party claim arising from such integration or combination, including reasonable legal costs. AMPHERR shall, however, defend the Customer if (and only if) the infringement claim is caused solely by AMPHERR’s unmodified Goods as shipped.
8. Spare Parts Availability and Support
8.1. Guarantee of Availability: AMPHERR guarantees the availability of mechanically and electrically compatible spare parts, or equivalent alternative solutions, for a period of two (2) years from the date of initial shipment of the Goods.
8.2. Limitations Due to Supplier Control: Notwithstanding the foregoing, the goods consist of multiple components sourced from large multinational suppliers over whom AMPHERR has no control. Should any such supplier discontinue, modify, or cease offering critical components necessary for the production or supply of spare parts, AMPHERR shall not be held liable for the unavailability of such spare parts.
8.3. Notification and Alternative Solutions: In the event of anticipated or actual unavailability of spare parts due to supplier actions, AMPHERR shall promptly notify the Customer upon receipt of relevant information. AMPHERR will use commercially reasonable efforts to identify and propose alternative technical or commercial solutions. However, AMPHERR shall not be obligated to absorb any costs associated with these alternative solutions, and implementation will require mutual written agreement by the Parties.
8.4. Advance Ordering and Storage: To mitigate risks related to spare part availability, the Customer may, at its discretion and expense, place advance orders for spare parts and request that they be stored either at AMPHERR’s premises or the Customer’s own facilities. This option applies generally and specifically when AMPHERR is informed of a supplier’s intent to discontinue a product line. AMPHERR shall not be required to pre-purchase or stockpile components on behalf of the Customer unless the Customer has placed and paid for a corresponding order.
8.5. Lead Time and Cost Considerations: The Customer acknowledges that lead times and costs for spare parts may significantly differ from those for components used in serial production. The Parties shall agree on costs and lead times for spare part orders as early as possible based on the best available information at the time of ordering.
9. Battery Recycling and Reuse
9.1. Customer Recycling Request: If the Customer wishes AMPHERR to recycle a battery supplied under this Agreement, the Customer shall notify AMPHERR in writing. AMPHERR shall propose a recycling solution, including the associated costs. Upon mutual agreement of the solution and costs, AMPHERR may handle the recycling process under terms agreed separately in writing.
9.2. Customer-Directed Recycling, Reuse, or Alternative Use: If the Customer intends to:
• use a third-party source for recycling,
• reuse the battery, or
• use the battery for any purpose other than its originally agreed application,
the Customer must provide written notice to AMPHERR no less than thirty (30) business days in advance. This allows AMPHERR to assess potential risks associated with the proposed recycling or alternative use.
9.3. Risk and Liability: If AMPHERR identifies any risks related to the proposed reuse or recycling method, the Customer acknowledges full responsibility for such risks and agrees to indemnify and hold AMPHERR harmless from any claims, damages, or liabilities arising therefrom.
9.4. Customer Responsibility: It is the Customer’s responsibility to obtain a written response from AMPHERR regarding any proposed reuse or recycling method. Failure of AMPHERR to respond does not create any liability or obligation for AMPHERR.
9.5. General: All costs, obligations, and responsibilities associated with battery end-of-life management shall be borne by the party agreeing to the specific method, unless otherwise explicitly agreed in writing.
10. Intellectual Property Rights & Confidentiality
10.1. Ownership and Intellectual Property Rights: All intellectual property rights, including but not limited to patents, trademarks, copyrights, design rights, trade secrets, know-how, software, drawings, specifications, data, and any other proprietary information (“Intellectual Property”), whether registered or unregistered, relating to AMPHERR’s Goods, services, or documentation, shall remain the exclusive property of AMPHERR or its licensors. The Customer may not copy, reproduce, or distribute them to third parties without AMPHERR’s written consent.
The sale or shipment of Goods under this Agreement shall not be construed as granting any license, right, or title to use AMPHERR’s Intellectual Property, whether by implication, estoppel, or otherwise, except for the limited right to use the Goods for their intended purpose. The Customer may not modify, reverse engineer, disassemble, decompile, or otherwise attempt to derive the underlying design or software, except as expressly permitted by law.
10.2. Customer-Specific Products: If the Goods are manufactured according to the Customer’s drawings, specifications, or instructions, the Customer shall indemnify and hold AMPHERR harmless from and against any third-party claims arising from the alleged or actual infringement of intellectual property rights related to such Goods.
This obligation applies even if AMPHERR assisted in the design, engineering, or development of the Goods based on the Customer’s input. AMPHERR reserves the right to suspend or cancel performance if a third-party claim is raised, and to seek compensation from the Customer for any resulting damages or expenses.
Unless otherwise agreed in writing, any product developed or customized by AMPHERR specifically for the Customer shall remain the sole property of AMPHERR, who retains the right to manufacture, use, and sell such product or any derivatives thereof to any third party.
10.3. Software and Embedded Systems: To the extent that any software, firmware, or digital content is supplied with or embedded in the Goods, AMPHERR grants the Customer a limited, non-exclusive, non-transferable license to use such software solely for operating and maintaining the Goods as shipped.
All software remains the intellectual property of AMPHERR or its licensors. The Customer shall not, and shall not permit any third party to, copy, modify, reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure, except as explicitly permitted by applicable law.
10.4. Restrictions on Use and Reverse Engineering: The Customer shall not remove, alter, or obscure any proprietary notices, trademarks, or labels on the Goods or their documentation. Any reproduction, translation, or adaptation of AMPHERR’s documents or data, in whole or in part, requires AMPHERR’s prior written consent.
If the Customer reproduces, reverse engineers, or otherwise uses AMPHERR’s products, designs, or documentation without such consent, the Customer shall be liable to pay all development and associated costs incurred by AMPHERR related to the creation of the Goods or any derivative works. This obligation shall remain in effect for a period of five (5) years following the termination or expiration of this Agreement.
10.5. Confidential Information
Parties agree to:
• keep all Confidential Information strictly confidential;
• use it only for the purposes of performing this Agreement; and
• not disclose it to any third party without AMPHERR’s prior written consent, except to its employees or professional advisors who have a strict need to know and are bound by confidentiality obligations at least as restrictive as those herein.
• Upon completion, termination, or expiration of this Agreement, or upon written request of the other party, promptly return or destroy all Confidential Information (including all copies) and certify such destruction in writing upon request.
The confidentiality obligations shall not apply to information that:
• was publicly available at the time of disclosure or becomes public through no fault of the concerned party;
• was already lawfully in the other concerned party’s possession without confidentiality obligations before disclosure by the other party;
• was rightfully obtained from a third party without breach of any confidentiality obligation; or
• was independently developed by the concerned party without use of or reference to other party’s Confidential Information.
11. Termination / Cancellation
11.1. Term; Survival: Unless otherwise agreed in writing, this Agreement shall remain in force until all Orders have been fulfilled or terminated in accordance with this Section. Termination or expiration of this Agreement shall not affect any rights or obligations accrued prior to termination. Provisions which by their nature are intended to survive termination (such as warranty, liability limits, intellectual property, confidentiality, indemnities) shall continue in full force and effect.
11.2. Termination for Convenience: Either Party may terminate this Agreement, or any individual Order under this Agreement, for convenience, upon thirty (30) calendar days’ prior written notice to the other Party. In the event of such termination for convenience, the Customer shall remain liable to pay for all Goods shipped, all costs incurred up to the date of termination, and any reasonable costs committed by AMPHERR in preparation of the Order (including materials procurement, tooling, partial work). AMPHERR shall mitigate its costs to the extent reasonably practicable.
11.3. Termination for Cause: Either Party may terminate this Agreement immediately, without prior notice or cure period, in the event of a material breach by the other Party that is not curable or is not cured within a reasonable period following written notice (unless such breach is incapable of cure). Material breaches include, but are not limited to:
• Non-payment of any amount when due (subject to any agreed grace period)
• Insolvency, bankruptcy, or similar financial distress of either Party
• Violation of safety, regulatory, or legal obligations affecting the performance of this Agreement
• Breach of confidentiality, intellectual property, or indemnity obligations
11.4. Extraordinary Termination for Good Cause: Each Party shall have the right to terminate this Agreement, in whole or in part, with immediate effect for good cause, by providing written notice specifying in reasonable detail the grounds for termination.
For the purposes of this Section, good cause shall be strictly limited to the following events:
11.4.1. Change of Control – A change in control or ownership of the other Party occurs that materially impairs the terminating Party’s legitimate commercial interests, provided that the terminating Party submits a written justification of such impairment.
11.4.2. Quality Rejection Threshold – AMPHERR is obligated to repair or replace any defective goods identified under this Agreement. AMPHERR shall diligently commence and pursue the repair or replacement process in a timely manner upon written notification from the Customer. The Customer’s right to terminate the Agreement or the affected Order arises only if AMPHERR fails to repair or replace the defective goods within a reasonable period following written notification, and the total proportion of defective goods that remain unrepaired or unchanged goods exceeds twenty percent (20%) of the total order volume. Termination, if applicable, shall be limited to the portion of goods that remain defective and unremedied.
Any disagreement regarding the existence or extent of defects shall be resolved with reference to the written opinion of an independent, qualified technical expert jointly appointed by the Parties.
11.4.3. Unremedied Defects – AMPHERR fails to respond in writing to a documented and substantiated notice of a quality defect or functional failure within twenty (20) business days of receiving such notice, and further fails to remedy or propose a mutually acceptable corrective plan within a reasonable period, but no less than thirty (30) business days, during the applicable warranty period of twelve (12) months after shipment.
11.4.4. Other Statutory Grounds – Any other event constituting good cause under applicable law that renders further contractual performance unreasonable for the terminating Party.
11.5. Effects of Termination: Upon termination or cancellation (for any reason):
11.5.1. The Customer shall immediately pay all outstanding amounts due under this Agreement (including amounts that have become due but not yet invoiced).
11.5.2. All ordered but unshipped Goods shall, at AMPHERR’s option, either be shipped (subject to payment) or cancelled.
11.5.3. The Customer shall return to AMPHERR, at the Customer’s expense, all AMPHERR property, prototypes, drawings, tooling, materials, documentation, and confidential information.
11.5.4. AMPHERR may immediately invoice the Customer for any costs, losses, or damages incurred in connection with termination (including cancellation costs, scrapping, idling costs related to pre-ordered components, setup costs).
11.5.5. Termination shall not relieve the Parties from liability for claims arising from performance prior to termination, nor shall it limit the rights under warranty, liability, indemnity, or confidentiality clauses.
11.5.6. Termination under this Section shall not affect any rights, claims, or remedies accrued prior to termination. All provisions which by their nature are intended to survive (including, but not limited to, confidentiality, intellectual property, limitation of liability, warranty restrictions, and payment obligations) shall remain in full force and effect.
12. Force Majeure & Impossibility
Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by an event or circumstance beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, pandemics, government actions, shortages of materials or transportation disruptions (“Force Majeure Event”).
The Party affected by a Force Majeure Event shall:
12.1. Promptly notify the other Party in writing, describing the nature of the event, its expected duration, and the extent to which performance is impacted;
12.2. Use all reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable.
12.3. If the Force Majeure Event continues for more than sixty (60) consecutive days and substantially prevents performance of a material obligation under this Agreement, either Party may terminate the Agreement or the affected portion thereof by providing written notice to the other Party without liability for damages arising from such termination.
12.4. Termination or suspension of performance under this clause shall not relieve either Party from any payment obligations accrued prior to the Force Majeure Event.
12.5. If performance of the Agreement or any part thereof becomes impossible or illegal due to an event of Force Majeure (as defined elsewhere in this Agreement), either Party may terminate the affected portion by notice to the other Party, to the extent performance is impacted, without liability for damages.
13. Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of the country in which the AMPHERR entity executing this Agreement is legally registered, without regard to its conflict of law principles, unless otherwise explicitly agreed in writing by the Parties.
Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts in the jurisdiction where the relevant AMPHERR entity is located, unless the Parties agree otherwise in writing.