Terms and Conditions of Sale

1. APPLICATION

1.1 These terms and conditions will apply to the purchase of the goods by you (the
Customer or you). We are Avocet Battery Materials Limited registered in under number
12860059, whose registered address is at Unit B3 Manor Point, Holmes Chapel, Crewe,
CW4 8GL (the Supplier or us or we).

1.2 These are the terms on which we sell all goods to you and by ordering, you agree to be
bound by the terms and conditions contained within this document.

1.3 These conditions shall form the basis of the Contract. No variations to these terms will
be valid unless provided in writing in the Quotation and signed by a director.

1.4 In the event of contention between these conditions and any variations contained in the
Quotation, the conditions in the latest shall prevail.

2. DEFINITIONS

2.1 Confidential information means any information that relates to the Company or its
operations, which is not already in the public domain.

2.2 Contract means the legal-binding agreement between the Customer and us for the sale
and purchase of the Products.

2.3 Delivery Location means the Customer’s premises or other location where the Products
are to be supplied, as set in the Purchase Order.

2.4 Purchase Order means the Customer’s order for the products from us as set out.

2.5 Quotation means the document defining the price, extent of the supply and timescale
for provision of the goods and/or services from us.

2.6 Products means any goods that we supply to you, on the quantity and description set in
the Order.

2.7 Tolerance means an acceptable dimension or variation from the precise product in
weight, strength, dimensions, the mix of a material or any other aspects that involves
the product.

3. ACCEPTANCE OF ORDERS

3.1 No order shall be deemed to have been accepted unless confirmed by an Order
Confirmation issued by us.

3.2 When an Order has been made, we can reject it for any reason, although we will try to
tell you the reason without delay.

3.3 Any quotation is valid for a maximum period of 5 days from its date unless we expressly
withdraw it at an earlier time or state differently.

3.4 No variation of the Contract, whether about specifications, price or any other details
related, can be made after the Confirmation Order has been issued, unless the variation
is agreed by both parties in writing.

4. PRICE AND PAYMENT

4.1 Prices are shown in the Quotation and are exclusive of VAT, where applicable, which will
be levied when invoicing if appropriate.

4.2 Where the Customer is resident outside the UK, but within a country of the EU, then the
Customer shall provide a valid EU VAT number, otherwise UK VAT will be added to the
invoice.

4.3 When the Customer is resident outside the UK and the EU, they shall indemnity us
against any local taxes, withholding taxes, or levies, and shall remit the full amount of
any invoice from us.

4.4 Payment is to be made within 30 days after the date of the invoice by direct bank
transfer if within the UK, or by SWIFT or other telegraphic method if outside the UK,
unless agreed otherwise.

4.5 The bank details, payment method and currency will be illustrated in the invoice.

4.6 Payment terms are 100% pro-forma for the delivery of Products outside the UK, unless
stated otherwise.

4.7 Delayed payments up to 60 days from the date of the invoice will attract an additional
charge of 1% of the total invoice value, adding another 1% every 30 days of delay.

4.8 The imposition of clause 4.7 will not stop us from pursuing immediate payment of the
outstanding invoice.

5. QUANTITY AND DELIVERY

5.1 Minimum ordering quantity is dependent upon stock position, gauge ordered and many
other variables and is therefore only available upon application. We can deliver over and
under shipment amounts and the Customer shall not be entitled to object or reject the
products or any portion of them and shall pay for such goods at the price set with a pro
rata adjustment. The quantities could vary from:
a) 1 lb. to 200 lbs. yield of coil
b) 201 lbs. to 500 lbs. +/- 30% variation
c) 501 lbs. to 1000 lbs. +/- 20% variation
d) 1001 lbs. and over +/- 10% variation

5.2 Any delivery time referred to in any Quotation or acceptance by us, shall be deemed to
commence from the date of issue of the Order Confirmation.

5.3 We undertake to use all reasonable endeavors to complete delivery of the Products by
the estimated delivery date, however, does not guarantee to do so. Delivery date is not
the essence of the Contract and delays will not entitle the Customer to cancel the order
nor to claim for loss of trade, profits, or damages against the Supplier.

5.4 Should the delivery be delayed by any cause beyond our reasonable control or force
majeure even, a reasonable extension of time for delivery shall be granted by the
Customer.

5.5 If the Customer or their nominated, fail, through no fault of ours, to take delivery of the
Products at the Delivery Location, we may charge the reasonable costs of storing and
redelivering them.

5.6 The Products will become your responsibility from the completion of delivery or
Customer collection.

6. VARIATION OR CANCELLATION

6.1 Variations made to the Quotation or Purchase Order, either to the extent of supply,
timescale, starting date, or schedule of deliveries, may affect the initially quoted price
and delivery estimates, in which case a new Quotation will be issued.

6.2 You can withdraw the Purchase Order by telling us at any time prior to the Contract
being made, without incurring any liability.

6.3 In the event of the order being cancelled after the work has commenced, the Customer
shall be liable to reimburse us for all expenses and costs incurred in addition to loss of
profits incurred as a result.

7. WAIVER

7.1 The failure of either party to follow these Terms and Conditions or the failure to
exercise, any clause or part contained within this document, shall not constitute a
waiver, and shall not cause a diminution of the obligations established by the Contract.

7.2 No waiver shall be effective unless it is expressly stated to be a waiver and
communicated to the other Party in writing.

7.3 A waiver of any clause or part contained within this document, arising from a breach of
the Contract, shall not constitute a waiver of any right arising from any other
subsequent breach of the contract.

8. WARRANTY

8.1 We warrant that the Products delivered shall accord with the Quotation and the
Confirmation Order, however, does not warrant their fitness for any other purposes.

8.2 We warrant that the Products will be within the tolerances permitted and these will be
accepted by the customer.

8.3 The Customer shall carry out a thorough inspection of the delivered Products within 45
natural days from delivery and shall give immediate written notification to us of any
omissions, defects, or faults. If any of these appear to be damaged during shipment,
then the carrier should be notified by the Customer immediately and in any case within
7 natural days of receipt of the Products. If we are not notified within 7 days, we will
assume that there was no damage during shipment and the Products were delivered in
perfect condition.

8.4 Our liability under this warranty shall be limited to the invoice value of the Products and
we will not be liable for any consequential loss or damage however caused.

9. INDEMNITY

9.1 The Customer undertakes to indemnity us against any breaches of intellectual property
that the Customer may commit in the provision of information or materials to us.

9.2 We undertake to indemnify the Customer against any breaches of intellectual property
that we may commit in the provision of information or materials to the Customer.

10. PRIVACY

10.1 The Customer’s privacy is critical to us. We respect your privacy and comply with
the General Data Protection Regulation regarding your personal information.

10.2 For the purpose of these Terms and Conditions:
a) Data Protection Laws means any applicable law relating to the processing of
Personal Data, including, but not limited to the GDPR.
b) GDPR means the UK General Data Protection Regulation.
c) Data Controller, Personal Data and Processing shall have the same meaning as in
the GDPR.

10.3 We are a Data Controller for all Personal Data that we determine the means and
purpose of processing.

10.4 Where you supply Personal Data to us so we can provide the Products to you, and
we process that Personal Data while providing the Products to you, we will comply with
our obligation imposed by the Data Protection Laws:
a) Before or at the time of collecting Personal Data, we will identify the purpose for
which information is being collected.
b) We will only Process Personal Data for the purpose identified.
c) We will respect your rights in relation to your Personal Data
d) We will implement technical and organizational measures to ensure your Personal
Data is secure.

10.5 We will handle your Personal Data to provide you with promotional information and
newsletters in line with any preferences you have told us about, unless expressly stated
that you do not wish to receive marketing communications.

11. CONFIDENTIALITY

11.1 Neither parties shall at any time divulge or allow to be divulged to any person, any
confidential information relating to the products or business affairs of the other party,
other than to authorize employees of either party who have a need to know.

12. OWNERSHIP

12.1 The ownership of the Products shall remain with us until payment in full has been
made. The Customer shall keep all deliverables in the exact same conditions and
separate from other stock and labeled as our property until the Customer takes title.

13. FORCE MAJOR

13.1 In the event of any failure by a party because of something beyond its reasonable
control:
a) The party will advise the other party as soon as reasonably practicable
b) The Supplier retains the right to either suspend deliveries or to cancel the Contract
without liability.
c) If by reason of Force Majeure there is an incomplete delivery, the Customer
undertakes to accept the Products that have been completed as a part performance
of the Contract.

14. OBJECTIONS

14.1 The Customer has the right to make objections in writing, by email or by speaking to
someone in the organization.

14.2 We will arrange for the objection to be investigated in accordance with our internal
procedure by applying the Eight disciplines problem solving (8D).

14.3 The person investigating the matter will be someone independent and not involved
in the subject.

14.4 We will aim to finish the investigation as soon as possible and provide the customer
with a detailed outcome and corrective actions based on the thorough analysis of the
problem.

15. DISPUTES

15.1 Any disputes between the Customer and the Supplier shall be resolved amicably
within 21 days by reasonable negotiation.

15.2 If there is failure to agree after 21 days, the dispute shall be finally settled:
a) under the Rules of Conciliation and Arbitration of the International Chamber of
Commerce (ICC) by one or more arbitrators appointed in accordance with the
established rule, physically or remotely, or
b) by Mediation using a mediator appointed by the Centre for Effective Dispute
Resolution (CEDR) in London.

16. APPLICABLE LAW

16.1 The Contract shall be governed by and constructed in accordance with English law
and subject to exclusive jurisdiction of the English courts, unless agreed and stated
otherwise.

16.2 If any provision in the Contract is declared by any judicial or competent body to be
void and unenforceable:
a) the parties shall amend the provision in such reasonable manner as achieves the
intention of the parties without illegality and
b) the remaining provisions of the Contract shall remain in force and effect, unless
either party, in its discretion, decides that the effect is to defeat the original
intention of the party
c) in the case of 15.2b), either party shall be entitled to terminate the Contract without
penalty.