By making payment on the applicable Order Form, Customer acknowledges and agrees to be bound by these Terms and Conditions (“Terms and Conditions”). Customer’s payment constitutes acceptance of these Terms and Conditions in full.
By making payment on the applicable Order Form, Customer acknowledges and agrees to be bound by these Terms and Conditions (“Terms and Conditions”). Customer’s payment constitutes acceptance of these Terms and Conditions in full.
By making payment on the applicable Order Form, Customer acknowledges and agrees to be bound by these Terms and Conditions (“Terms and Conditions”). Customer’s payment constitutes acceptance of these Terms and Conditions in full.
“Seller” means Ouros, Inc. “Customer” means the entity identified on the face of the Order Form. “Products” means the
goods, equipment and services, including lithium batteries, provided by or on behalf of Seller to Customer pursuant to the Order Form.
“Seller” means Ouros, Inc. “Customer” means the entity identified on the face of the Order Form. “Products” means the
goods, equipment and services, including lithium batteries, provided by or on behalf of Seller to Customer pursuant to the Order Form.
“Seller” means Ouros, Inc. “Customer” means the entity identified on the face of the Order Form. “Products” means the
goods, equipment and services, including lithium batteries, provided by or on behalf of Seller to Customer pursuant to the Order Form.
All sales by Seller to Customer will be governed by these Terms and Conditions. Seller objects to and will not
otherwise be bound by any additional or different terms, whether in writing or otherwise, in Customer’s purchase order or in any other
communication from Customer to Seller. These Terms and Conditions are for the benefit of Customer and Seller and not for the benefit
of any third party. Notwithstanding any contrary provision in Customer’s purchase order, no action by Seller (such as delivery of any
Product, the rendering of any services or the commencement of work on specialty Products for Customer) will be deemed an acceptance
by Seller of any purchase order from Customer with terms different from or additional to those contained herein. Any modification to
these Terms and Conditions must be in writing and signed by both parties. Customer understands and agrees that no agent or employee of
Seller has the authority to modify these Terms and Conditions except by a written agreement signed by an officer of Seller.
All sales by Seller to Customer will be governed by these Terms and Conditions. Seller objects to and will not
otherwise be bound by any additional or different terms, whether in writing or otherwise, in Customer’s purchase order or in any other
communication from Customer to Seller. These Terms and Conditions are for the benefit of Customer and Seller and not for the benefit
of any third party. Notwithstanding any contrary provision in Customer’s purchase order, no action by Seller (such as delivery of any
Product, the rendering of any services or the commencement of work on specialty Products for Customer) will be deemed an acceptance
by Seller of any purchase order from Customer with terms different from or additional to those contained herein. Any modification to
these Terms and Conditions must be in writing and signed by both parties. Customer understands and agrees that no agent or employee of
Seller has the authority to modify these Terms and Conditions except by a written agreement signed by an officer of Seller.
All sales by Seller to Customer will be governed by these Terms and Conditions. Seller objects to and will not
otherwise be bound by any additional or different terms, whether in writing or otherwise, in Customer’s purchase order or in any other
communication from Customer to Seller. These Terms and Conditions are for the benefit of Customer and Seller and not for the benefit
of any third party. Notwithstanding any contrary provision in Customer’s purchase order, no action by Seller (such as delivery of any
Product, the rendering of any services or the commencement of work on specialty Products for Customer) will be deemed an acceptance
by Seller of any purchase order from Customer with terms different from or additional to those contained herein. Any modification to
these Terms and Conditions must be in writing and signed by both parties. Customer understands and agrees that no agent or employee of Seller has the authority to modify these Terms and Conditions except by a written agreement signed by an officer of Seller.
The Products purchased herein will be delivered to the delivery address specified by Customer,
along with any applicable documentation, packaging and safety instructions. Delivery will be deemed completed upon transfer of the
Products to the carrier at Seller’s shipping facility.
The Products purchased herein will be delivered to the delivery address specified by Customer,
along with any applicable documentation, packaging and safety instructions. Delivery will be deemed completed upon transfer of the
Products to the carrier at Seller’s shipping facility.
The Products purchased herein will be delivered to the delivery address specified by Customer, along with any applicable documentation, packaging and safety instructions. Delivery will be deemed completed upon transfer of the
Products to the carrier at Seller’s shipping facility.
RISK OF LOSS; PASSAGE OF TITLE; SECURITY INTEREST.
RISK OF LOSS; PASSAGE OF TITLE; SECURITY INTEREST.
RISK OF LOSS; PASSAGE OF TITLE; SECURITY INTEREST.
Risk of damage to or loss of the Products shall pass to Customer
upon delivery of the Products to the carrier at Seller’s shipping facility. Title to the Products shall pass to Customer upon the later of (a)
delivery of such Products to Customer or (b) Customer’s payment in full of all amounts relating to the particular invoice involved.
Customer grants Seller a security interest in the Products and all proceeds thereof until all payments due have been made in full and
authorizes Seller to file appropriate financing statements in order to perfect such security interest.
Risk of damage to or loss of the Products shall pass to Customer
upon delivery of the Products to the carrier at Seller’s shipping facility. Title to the Products shall pass to Customer upon the later of (a)
delivery of such Products to Customer or (b) Customer’s payment in full of all amounts relating to the particular invoice involved.
Customer grants Seller a security interest in the Products and all proceeds thereof until all payments due have been made in full and
authorizes Seller to file appropriate financing statements in order to perfect such security interest.
Risk of damage to or loss of the Products shall pass to Customer
upon delivery of the Products to the carrier at Seller’s shipping facility. Title to the Products shall pass to Customer upon the later of (a)
delivery of such Products to Customer or (b) Customer’s payment in full of all amounts relating to the particular invoice involved.
Customer grants Seller a security interest in the Products and all proceeds thereof until all payments due have been made in full and
authorizes Seller to file appropriate financing statements in order to perfect such security interest.
LIMITATION OF LIABILITY; DISCLAIMER.
LIMITATION OF LIABILITY; DISCLAIMER.
LIMITATION OF LIABILITY; DISCLAIMER.
SELLER MAKES NO WARRANTY, REPRESENTATION OR INDEMNITY,
EXPRESS OR IMPLIED, IN CONNECTION WITH ANY PRODUCT, HARDWARE, SERVICE OR WORK PERFORMED OR
DELIVERED UNDER THE ORDER FORM SUBJECT TO THESE TERMS AND CONDITIONS, INCLUDING ANY AND ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR USE, OR ARISING FROM A
COURSE OF DEALING, USAGE OR TRADE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
SELLER WILL NOT BE LIABLE TO CUSTOMER OR ITS AFFILIATES FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
PUNITIVE OR CONSEQUENTIAL COSTS, LIABILITIES OR DAMAGES, NOR FOR ANY PERSONAL INJURY, DEATH OR
PROPERTY DAMAGE, WHETHER FORESEEABLE OR NOT, ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS
OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS HEREUNDER OR OTHERWISE RELATED
HERETO, INCLUDING (WITHOUT LIMITATION) LOST PROFITS OR LOST DATA RESULTING FROM DELAYS, LACK OF
FUNCTIONALITY, NON-DELIVERIES, MIS-DELIVERIES, SERVICE INTERRUPTIONS OR DAMAGES TO CUSTOMER’S
BUSINESS. Customer expressly agrees that no claim for losses or damages whatsoever in connection with any Products or the Order
Form will be made more than six (6) months after the date of the event giving rise to such claim. Furthermore, Seller’s cumulative
liability to Customer (if any) in connection with the sale of any Products will be limited, in the aggregate, to the aggregate amount that
has been paid by Customer to Seller in connection with the Order Form in the previous six (6) months.
SELLER MAKES NO WARRANTY, REPRESENTATION OR INDEMNITY,
EXPRESS OR IMPLIED, IN CONNECTION WITH ANY PRODUCT, HARDWARE, SERVICE OR WORK PERFORMED OR
DELIVERED UNDER THE ORDER FORM SUBJECT TO THESE TERMS AND CONDITIONS, INCLUDING ANY AND ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR USE, OR ARISING FROM A
COURSE OF DEALING, USAGE OR TRADE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
SELLER WILL NOT BE LIABLE TO CUSTOMER OR ITS AFFILIATES FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
PUNITIVE OR CONSEQUENTIAL COSTS, LIABILITIES OR DAMAGES, NOR FOR ANY PERSONAL INJURY, DEATH OR
PROPERTY DAMAGE, WHETHER FORESEEABLE OR NOT, ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS
OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS HEREUNDER OR OTHERWISE RELATED
HERETO, INCLUDING (WITHOUT LIMITATION) LOST PROFITS OR LOST DATA RESULTING FROM DELAYS, LACK OF
FUNCTIONALITY, NON-DELIVERIES, MIS-DELIVERIES, SERVICE INTERRUPTIONS OR DAMAGES TO CUSTOMER’S
BUSINESS. Customer expressly agrees that no claim for losses or damages whatsoever in connection with any Products or the Order
Form will be made more than six (6) months after the date of the event giving rise to such claim. Furthermore, Seller’s cumulative
liability to Customer (if any) in connection with the sale of any Products will be limited, in the aggregate, to the aggregate amount that
has been paid by Customer to Seller in connection with the Order Form in the previous six (6) months.
SELLER MAKES NO WARRANTY, REPRESENTATION OR INDEMNITY,
EXPRESS OR IMPLIED, IN CONNECTION WITH ANY PRODUCT, HARDWARE, SERVICE OR WORK PERFORMED OR
DELIVERED UNDER THE ORDER FORM SUBJECT TO THESE TERMS AND CONDITIONS, INCLUDING ANY AND ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR USE, OR ARISING FROM A
COURSE OF DEALING, USAGE OR TRADE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
SELLER WILL NOT BE LIABLE TO CUSTOMER OR ITS AFFILIATES FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
PUNITIVE OR CONSEQUENTIAL COSTS, LIABILITIES OR DAMAGES, NOR FOR ANY PERSONAL INJURY, DEATH OR
PROPERTY DAMAGE, WHETHER FORESEEABLE OR NOT, ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS
OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS HEREUNDER OR OTHERWISE RELATED
HERETO, INCLUDING (WITHOUT LIMITATION) LOST PROFITS OR LOST DATA RESULTING FROM DELAYS, LACK OF
FUNCTIONALITY, NON-DELIVERIES, MIS-DELIVERIES, SERVICE INTERRUPTIONS OR DAMAGES TO CUSTOMER’S
BUSINESS. Customer expressly agrees that no claim for losses or damages whatsoever in connection with any Products or the Order
Form will be made more than six (6) months after the date of the event giving rise to such claim. Furthermore, Seller’s cumulative
liability to Customer (if any) in connection with the sale of any Products will be limited, in the aggregate, to the aggregate amount that
has been paid by Customer to Seller in connection with the Order Form in the previous six (6) months.
Customer agrees to indemnify, defend, and hold harmless Seller, its affiliates, employees, agents, officers, and
directors (collectively, the "Indemnified Parties") from and against any and all claims, demands, liabilities, losses, costs, expenses,
penalties, and damages (including reasonable attorneys' fees and expenses) arising out of or in connection with: (i) the Products,
including use thereof; (ii) Customer’s breach of any obligation, representation or warranty under these Terms and Conditions or the
applicable Order Form; (iii) any acts or omissions by Customer, its agents, contractors or end users in connection with the Products; and
(iv) any failure by Customer to comply with applicable laws, regulations or safety standards relating to the Products. The foregoing
indemnity will apply whether or not such claims, demands or losses are caused by the negligence, strict liability, or other fault of the
Indemnified Parties, except to the extent such claims arise solely from Seller's gross negligence or willful misconduct.
Customer agrees to indemnify, defend, and hold harmless Seller, its affiliates, employees, agents, officers, and
directors (collectively, the "Indemnified Parties") from and against any and all claims, demands, liabilities, losses, costs, expenses,
penalties, and damages (including reasonable attorneys' fees and expenses) arising out of or in connection with: (i) the Products,
including use thereof; (ii) Customer’s breach of any obligation, representation or warranty under these Terms and Conditions or the
applicable Order Form; (iii) any acts or omissions by Customer, its agents, contractors or end users in connection with the Products; and
(iv) any failure by Customer to comply with applicable laws, regulations or safety standards relating to the Products. The foregoing
indemnity will apply whether or not such claims, demands or losses are caused by the negligence, strict liability, or other fault of the
Indemnified Parties, except to the extent such claims arise solely from Seller's gross negligence or willful misconduct.
Customer agrees to indemnify, defend, and hold harmless Seller, its affiliates, employees, agents, officers, and
directors (collectively, the "Indemnified Parties") from and against any and all claims, demands, liabilities, losses, costs, expenses,
penalties, and damages (including reasonable attorneys' fees and expenses) arising out of or in connection with: (i) the Products,
including use thereof; (ii) Customer’s breach of any obligation, representation or warranty under these Terms and Conditions or the
applicable Order Form; (iii) any acts or omissions by Customer, its agents, contractors or end users in connection with the Products; and
(iv) any failure by Customer to comply with applicable laws, regulations or safety standards relating to the Products. The foregoing
indemnity will apply whether or not such claims, demands or losses are caused by the negligence, strict liability, or other fault of the
Indemnified Parties, except to the extent such claims arise solely from Seller's gross negligence or willful misconduct.
The sales quotation for the Products and all verbal and written communication between Seller and Customer is
confidential and may not be reproduced, disclosed or transmitted in any manner without first obtaining Seller’s express written
permission. In the event any term or provision of Terms and Conditions will be found by a court to be unenforceable or void, the
remainder of these Terms and Conditions, as applicable, will not be affected thereby and will be enforced to extent permitted by law.
These Terms and Conditions and the applicable Order Form will be governed by the laws of the State of Delaware. All disputes or legal
proceedings relating to or in connection with the Products, these Terms and Conditions or the applicable Order Form will be brought and
heard exclusively in the state or federal courts located in New Castle, Delaware. Seller and Customer irrevocably consent and submit to
the personal jurisdiction in such courts for all such disputes or legal proceedings. The applicable Order Form and these Terms and
Conditions contain the entire understanding and agreement of the parties upon the subject matter hereof.
The sales quotation for the Products and all verbal and written communication between Seller and Customer is
confidential and may not be reproduced, disclosed or transmitted in any manner without first obtaining Seller’s express written
permission. In the event any term or provision of Terms and Conditions will be found by a court to be unenforceable or void, the
remainder of these Terms and Conditions, as applicable, will not be affected thereby and will be enforced to extent permitted by law.
These Terms and Conditions and the applicable Order Form will be governed by the laws of the State of Delaware. All disputes or legal
proceedings relating to or in connection with the Products, these Terms and Conditions or the applicable Order Form will be brought and
heard exclusively in the state or federal courts located in New Castle, Delaware. Seller and Customer irrevocably consent and submit to
the personal jurisdiction in such courts for all such disputes or legal proceedings. The applicable Order Form and these Terms and
Conditions contain the entire understanding and agreement of the parties upon the subject matter hereof.
The sales quotation for the Products and all verbal and written communication between Seller and Customer is
confidential and may not be reproduced, disclosed or transmitted in any manner without first obtaining Seller’s express written
permission. In the event any term or provision of Terms and Conditions will be found by a court to be unenforceable or void, the
remainder of these Terms and Conditions, as applicable, will not be affected thereby and will be enforced to extent permitted by law.
These Terms and Conditions and the applicable Order Form will be governed by the laws of the State of Delaware. All disputes or legal
proceedings relating to or in connection with the Products, these Terms and Conditions or the applicable Order Form will be brought and
heard exclusively in the state or federal courts located in New Castle, Delaware. Seller and Customer irrevocably consent and submit to
the personal jurisdiction in such courts for all such disputes or legal proceedings. The applicable Order Form and these Terms and
Conditions contain the entire understanding and agreement of the parties upon the subject matter hereof.
