General Terms & Conditions

These General Terms and Conditions apply to all equipment, parts, and materials ("Products") supplied and sold by Lithium Harvest A/S ("Lithium Harvest"). Any supply of Products by LITHIUM HARVEST to customers ("Customer") is expressly limited to and conditioned acceptance of the following General Terms and Conditions of Sales. Any provisions (printed or otherwise) contained in any customer document, including purchase orders, are not accepted by LITHIUM HARVEST unless specifically and expressly agreed in writing by an authorized representative of LITHIUM HARVEST.

1.    For the purpose of this General Terms and Conditions, "Price" shall mean the total amount to be paid to LITHIUM HARVEST in the transaction, including any trade-in or other special allowance in the transaction, quoted in USD or Euro currency, Ex Works (Incoterms 2020), unless otherwise specified.

2.    TAXES. All amounts specified to be paid to LITHIUM HARVEST are net amounts after deducting any direct or indirect taxes. The Customer shall pay directly to the relevant tax authorities or reimburse LITHIUM HARVEST for amounts equal to any taxes, duties, or fees levied related to the Price and Supply of Products by LITHIUM HARVEST to the Customer. LITHIUM HARVEST shall pay all taxes measured by the net income of LITHIUM HARVEST. 

3.    CREDIT APPROVAL. Each transaction is subject to the approval of the Customer's credit by LITHIUM HARVEST. At its sole discretion, LITHIUM HARVEST may ask the Customer to issue a Letter of Credit by a first-class bank acceptable to LITHIUM HARVEST for any outstanding amount up to the total Price. If, prior to delivery, LITHIUM HARVEST has concerns regarding timely payment of the Price because of an adverse change in Customer's circumstances or otherwise, LITHIUM HARVEST may require payment or other security of all or additional parts of the Price before shipment.

4.    PAYMENT TERMS. All payments to LITHIUM HARVEST are to be transferred in USD or Euro (depending on the currency specified) to an account designated by LITHIUM HARVEST without charges or fees to be paid by LITHIUM HARVEST. Payment terms are net cash unless otherwise agreed in writing. 

5.    OVERDUE PAYMENTS. Overdue payments bear interest at 18% per annum. To secure payment of the Price, Customer grants, and LITHIUM HARVEST retains a security interest in the Products and the proceeds thereof for the Price, plus interest thereon at the aforementioned rate. The Customer authorizes LITHIUM HARVEST to prepare and file any documents reasonably necessary to register this security interest. In the event of default by the Customer, LITHIUM HARVEST may repossess and may deal with the Products as it sees fit, and the Customer shall be responsible for all costs and remain liable for any deficiency.

6.    DELIVERY. Delivery time will be specified in the order confirmation. LITHIUM HARVEST may, at its own discretion, revise the delivery schedule if any or all of the following are delayed; Purchase order, the resolution of all technical terms, including approval of drawings and commercial terms, the receipt by LITHIUM HARVEST of any advance payment, credit approval and/or any requested security for the balance of the Price. LITHIUM HARVEST is not liable for losses, direct or consequential, of any kind incurred by Customer for delays in or failure to deliver all or any part of the Products. In case of delay solely attributable to LITHIUM HARVEST.

Delivery of Products is deemed complete upon shipment per agreed Incoterms. If Customer is unable or unwilling to accept physical delivery at the time specified, LITHIUM HARVEST may store Products at Customer's cost, and delivery of such Products shall be deemed complete as of the date of storage. Unless otherwise specified in writing, risk of loss or damage to the Products, including any repaired or replaced items, and the responsibility for the payment of insurance premiums and freight passes to Customer upon delivery by LITHIUM HARVEST. 

If Customer fails not to perform any material obligation, LITHIUM HARVEST may, in addition to any other remedy, suspend its performance until Customer has performed its outstanding obligations. All times for delivery of Products, but not the schedule for payment or any other obligations by the Customer, will be extended accordingly. Customer will be responsible for LITHIUM HARVEST's costs and damages caused by Customer's failure to perform.

7.    INSPECTION AND ACCEPTANCE. Customers must inspect Products immediately upon delivery. LITHIUM HARVEST may, at its option, be present at such inspection. The Customer shall immediately notify both the carrier and LITHIUM HARVEST of any missing, damaged, or defective Products. The Customer is deemed to have accepted such Products as delivered and shall have no claim for same if such notice is not immediately and in writing sent to LITHIUM HARVEST. The Customer's notification of missing, damaged, or defective Products does not constitute conclusive evidence of the Products' condition at the time of delivery.

8.    MECHANICAL WARRANTY. For all new and Fully Factory Refurbished equipment, LITHIUM HARVEST warrants to Customer that the Products meet the Technical Specifications in all material respects and are, together with any replacements of defective Products, free from defects in material and workmanship for a period, unless specified in writing, of one (1) year from the date of initial delivery of the Products. 

For all repairs, parts, and services, LITHIUM HARVEST warrants to Customer that the Products meet the Technical Specifications in all material respects and are free from defects in material and workmanship for a period, unless otherwise specified in writing, of one hundred and eighty (180) days from the date of initial delivery of the Products.

LITHIUM HARVEST will, at its sole option, repair, replace or refund the Price of any Products found to be defective during the warranty period. This is the Customer's only remedy for Products that do not meet this warranty. 

The Customer must notify LITHIUM HARVEST in writing of the claimed defect promptly after the appearance thereof and in no event later than ten (10) days after the expiry of the warranty period. The Customer will bear all risk of production loss or damage due to defective Products. The Customer will reimburse LITHIUM HARVEST at LITHIUM HARVEST's customary rates for service personnel attending to any warranty claim at the Customer's premises. 

The warranty does not apply to ordinary wear and tear or to erosion or corrosion and shall be null and void if Products are used for unintended purposes, are misused, abused, improperly stored, installed, maintained, operated, or repaired, are operated by Customer other than in accordance with LITHIUM HARVEST's instructions, if any, or under abnormal conditions or are exposed to radioactive materials.

9.    OTHER WARRANTIES. Products will conform with applicable federal, provincial, and local laws in effect on the date of acceptance of the order. LITHIUM HARVEST may increase Price to reflect increased costs resulting from changes to laws or regulations. Products will not infringe any patent, copyright, trade secrets, or other proprietary rights of any third party and, except as provided for under section 5, shall be free from liens and encumbrances. 

LITHIUM HARVEST will use its commercially reasonable best efforts to remedy or resolve at its cost any violation of the warranties in this section 9.  If Customer is permanently unable to use any of the Products or their use is unreasonably restricted, Customer's sole remedy is the right to return such Products against a full refund of the Price.

10.    NO OTHER WARRANTIES. THE CUSTOMER ACCEPTS THE LIMITED WARRANTIES SET OUT IN THESE GENERAL TERMS AND CONDITIONS OF SALE AS THE ONLY WARRANTIES PROVIDED BY LITHIUM HARVEST WITH RESPECT TO THE SALE, DELIVERY, INSTALLATION, PERFORMANCE, AND SERVICING OF THE PRODUCTS. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, SPOKEN, OR IMPLIED BY LITHIUM HARVEST OR ITS AGENTS, PRESCRIBED BY STATUTE OR OTHERWISE IMPLIED BY LAW, INCLUDING WITHOUT LIMITATION AS TO FITNESS FOR THE CUSTOMER'S PURPOSE.  NO OTHER MATERIALS, EXCEPT AN EXPRESS PERFORMANCE OR EXTENDED WARRANTY SIGNED BY LITHIUM HARVEST FOR A SPECIFIC SUPPLY, SHALL GIVE RISE TO ANY WARRANTY OF LITHIUM HARVEST.

11.    WARRANTIES ON RESALE. Customer shall make no representation or warranty in any resale of the Products or sale of any product incorporating the Products other than those contained in these terms and conditions. Customer shall indemnify, defend and hold LITHIUM HARVEST harmless against any and all claims, actions, and expenses (including all lawyers' fees) in connection with any unauthorized representations or warranties or in connection with any claim of process patent infringement relating to a process in which the Products are used as a component part.

12.    LIABILITY LIMIT. LITHIUM HARVEST shall have no liability for any loss, damage, or expense incurred, including, without limitation, special, consequential, or incidental damages or lost production, sales, or profits caused directly or indirectly by the use, maintenance, repair, service, adjustment or repossession of the Products or any of them or by LITHIUM HARVEST's failure to provide any of them whether alleged in contract, negligence or otherwise.

13.    PERMITS. The Customer must obtain at its expense all licenses, permits, and approvals for the purchase, delivery, and installation of any Products.

14.    FORCE MAJEURE ETC. Either Party may be excused from the timely performance of its obligations in the sale or other supply of any Products if its performance is impeded or prevented by circumstances beyond its control and it is taking all reasonable steps to mitigate the effect of the delay. The Party claiming relief from its obligations must notify the other Party promptly upon the occurrence of and upon the termination of the circumstances giving rise to the claim.

Either Party may terminate the agreement for the supply of the Products affected if such circumstances continue for more than six months. Notwithstanding anything in this section 14, the Customer must extend any security for the payment of the Price for a period equal to the delay in LITHIUM HARVEST's performance and pay LITHIUM HARVEST for that portion of the Products manufactured or delivered to the date of the initial notice. If by no fault of LITHIUM HARVEST or its affiliates, it is delayed in delivering any Products, it is entitled to increase the Price to reflect any actual costs incurred because of the delay.

15.    SOFTWARE. If the software is included in the Products, LITHIUM HARVEST grants the Customer a nonexclusive, royalty-free license only for the use of the software provided with the Products. Under this license, the Customer may use the software only in machine-readable object code and only in connection with the Products. Software may not be accessed without written acceptance from LITHIUM HARVEST. This license may not be assigned, sublicensed, or otherwise transferred without the prior written consent of LITHIUM HARVEST. The Customer hereby acknowledges that the software provided comprises a valuable trade secret and/or copyright property of LITHIUM HARVEST (or its licensor) and covenants that it will take all reasonable precautions against unauthorized access or disclosure of the software.

16.    INTELLECTUAL PROPERTY. All drawings, designs, and specifications provided by LITHIUM HARVEST are the sole property of LITHIUM HARVEST and are furnished in order to provide full documentation and on the condition that they shall not be reproduced or copied in any manner whatsoever, in whole or in part, nor shall they be used, in whole or in part, for furnishing information to others or for any purpose not specifically authorized in writing by a corporate officer of LITHIUM HARVEST. The Customer shall not file any patent or other intellectual property right based on LITHIUM HARVEST intellectual property. The Customer will grant a worldwide irrevocable and royalty-free license to LITHIUM HARVEST on any intellectual property filed based on LITHIUM HARVEST intellectual property. 

17.    IMPROVEMENTS. If the Customer makes or develops any improvements, whether patentable or not, relating to the design, manufacture, or operation of any part of the Products, then the Customer shall immediately inform LITHIUM HARVEST of the details of such improvements. The Customer agrees to grant and hereby grants to LITHIUM HARVEST a non-exclusive, royalty-free license to practice such improvements with the right to grant to third parties sub-licenses to practice such improvements without having to account therefor to the Customer.

18.    CUSTOMERS DRAWINGS AND TECHNICAL SPECIFICATIONS. All drawings and specifications provided by the Customer must be submitted in English and conform with LITHIUM HARVEST's standard drafting procedures. The Customer may not make any changes to drawings accepted by LITHIUM HARVEST without its prior written consent. Changes without LITHIUM HARVEST's consent may void any warranty adversely affected thereby.

19.    LITHIUM HARVEST CONFIDENTIAL INFORMATION. LITHIUM HARVEST proprietary or confidential information disclosed for the supply of any Products must not be used or disclosed by the recipient other than for the express purpose for which it was disclosed. The confidentiality period shall be twenty-five (25) years from the date of disclosure.

20.    CUSTOMER CONFIDENTIAL INFORMATION. LITHIUM HARVEST does not accept to receive any Customer confidential information without a separate and specific agreement between LITHIUM HARVEST and the Customer governing such confidential information.

21.    ASSIGNMENT. Neither Party may assign all or any part of an agreement for the sale of Products without the prior consent of the other Party, except LITHIUM HARVEST may assign any portion to an affiliated company without the prior consent of Customer.

22.    WAIVER. No act or omission shall act as a waiver of an unperformed obligation of the other Party or constitute an agreement to allow future breaches of the applicable provision.

23.    ENTIRE AGREEMENT. Products are sold only pursuant to a written order on terms expressly accepted by LITHIUM HARVEST, which is in writing by a representative duly authorized, together with any schedules identified therein, and these Standard Terms and Conditions contain the entire agreement of the parties with respect to the sale or other supply of the Products and supersedes all other statements, understandings or the like. 

LITHIUM HARVEST rejects any differing or supplemental terms which may be printed or otherwise found in any of Customer's purchase order or other documents. Any alteration of an agreement must be in writing and signed by an authorized representative of each Party. Descriptive data found in any advertisement, catalog, brochure, circular, or the like are approximate and must not be considered as any warranty or legal obligation as to Technical Specifications unless specifically included in performance criteria expressly warranted in the transaction.

24.    SUSPENSION OR CANCELLATION.  Subject to section 14 hereof, any agreement for the sale or other supply of Products may not be canceled or suspended by Customer without the express written consent of LITHIUM HARVEST, such consent to be granted in LITHIUM HARVEST's sole discretion and upon such terms, including the payment of all costs incurred and profits foregone, as LITHIUM HARVEST may reasonably require.

25.    INTERPRETATION. Any contradictions or inconsistencies between statements made in any order confirmation and documents related to a specific sale and supply of Products, all documents shall be read so as to give priority to the specific statement accepted by LITHIUM HARVEST by the signature of an authorized officer over the general statement, but if the contradiction is with any of these General Terms and Conditions of Sale, the General Terms and Conditions of Sale shall prevail unless LITHIUM HARVEST has expressly stated that the term or condition contradictory to the General Terms and Conditions of Sale shall prevail.

26.    GOVERNING LAW. The sale of the Products and all contracts related thereto are governed by the laws of Denmark, without regard to any conflict of law's provisions or principles that would require or permit the application of the law of any other location. Any claim or dispute arising out of the provisions of this document, their construction, or the breach thereof shall be finally settled by arbitration administered by the Danish Institute of Arbitration under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The seat of arbitration shall be in Copenhagen, Denmark. The applicable language shall be English. The foregoing provisions shall not affect the right of either Party to apply to any ordinary court of competent jurisdiction at its place of business or at that of the other Party for preliminary injunctions to safeguard the confidentiality provisions. During any arbitration pursuant to both LITHIUM HARVEST and the Customer shall continue to fulfill their respective obligations unless the subject matter of the dispute is of such a nature that this is by no means possible until the dispute has been finally settled.

27.    LANGUAGE. All documents issued by LITHIUM HARVEST will be in the English language. No other language will be accepted other than English.