WATTIUS General Terms and Conditions of Sale

1. PURPOSE OF THE SALE & SAFETY WARNING

The component covered by this contract (BMS, Battery Management System) is a standard product that requires specific configuration and programming by the CLIENT for proper integration into the CLIENT’s battery system.

WATTIUS expressly warns that incorrect, incomplete or improper programming or configuration may generate significant safety risks, including serious damage to equipment, facilities, or individuals.

The CLIENT assumes full responsibility for the programming, configuration, and integration of the component, and undertakes to ensure that such tasks are performed exclusively by qualified personnel with sufficient and proven technical training and experience.

WATTIUS shall not be held liable, under any circumstances, for direct or indirect damages arising from incorrect programming or configuration, nor from use that differs from the technical documentation provided.

The CLIENT acknowledges having access to the product’s technical information, including the technical user manual, from the moment prior to placing and paying for the order, and having been warned of the mandatory study, review and application of said documentation by adequately trained and accredited technical professionals. The CLIENT is solely responsible for handling, configuration, programming, and integration of the component into the target battery or system.

Any Technical Support that WATTIUS may offer and/or provide will be strictly limited to explanations on to the general functionalities, features and configuration options of the WATTIUS BMS products, and does not provide any directive or recommendation regarding configuration, programming, or integration of the WATTIUS BMS products for the CLIENT’s specific application or use case, which shall remain the exclusive responsibility of the CLIENT.

2.PRICE, PAYMENT TERMS, AND DELIVERY CONDITIONS

The prices provided in the quotation sent to the CLIENT are EXW (Ex Works) at the WATTIUS’ premises in Spain. Prices do not include taxes, transportation, handling, insurance, customs duties, or other charges.

WATTIUS may additionally handle carrier services at CLIENT’s request. This shall not imply the assumption of liability for damages during transport.

It is the CLIENT’s responsibility to verify and, if necessary, purchase the transport insurance deemed appropriate.

WATTIUS shall not be liable for delays or failures in delivery.

Payment shall be made by bank transfer at the time the order is placed.

3. DELIVERY AND TRANSFER OF RISK AND TITLE

WATTIUS responsibility ceases and ownership of the goods passes to the CLIENT when the products are delivered to the carrier, the CLIENT, or its agent.

WATTIUS reserves the right to cancel any order without liability.

If the CLIENT requests that products be held or if they are held “in transit” for any reason, storage, custody, or any other related costs shall be borne entirely by the CLIENT.

4. ACCEPTANCE AND INSPECTION OF DELIVERED PRODUCTS

The CLIENT must examine the goods upon delivery, in accordance with Spanish commercial law.

If there are apparent defects, these must be reported immediately to WATTIUS. Products are deemed accepted by the CLIENT unless notified in writing within 8 days of delivery.

The CLIENT has a maximum period of 30 calendar days from delivery to notify in writing any hidden defects. After this period, WATTIUS shall be exempt from liability and the goods shall be considered accepted.

Returns will not be accepted without prior written authorization from WATTIUS.

5. PRODUCT WARRANTY

WATTIUS provides a warranty for defective products. A defective product shall be understood solely as one presenting manufacturing or design defects.

A product will not be considered defective if it has been manipulated, altered, damaged, or rendered inadequate due to configuration, handling, use, or integration by the CLIENT.

The warranty period is 12 months from the date of shipment to the CLIENT.

The warranty covers the supply of new replacement units for defective products.

The CLIENT must notify any defect within 30 calendar days from its discovery.

The warranty applies only if the product has been installed, used, and maintained in accordance with the technical manual and WATTIUS’ instructions.

The warranty explicitly excludes dismantling, installation, transport, labour, and any indirect or consequential damages arising from incorrect handling or integration.

Any return must have prior authorization and an RMA number.

6. MANUFACTURER’S LIMITATION OF LIABILITY AND CLIENT OBLIGATIONS

WATTIUS is exempt from all liability if the component is used, configured, or integrated in a manner different from the technical manual or without qualified professionals.

WATTIUS provides the CLIENT with the technical user manual, whose study and application are mandatory for the professionals responsible for integrating the component.

The CLIENT must ensure that configuration, programming, and integration are performed exclusively by personnel with adequate technical training. WATTIUS is exempt from liability if this obligation is not met.

The CLIENT is the only responsible for ensuring that integration, use, and application of the products comply with applicable technical, safety, and legal regulations in the destination country or sector. WATTIUS assumes no responsibility for non-compliance.

The CLIENT acknowledges that WATTIUS BMS products are off-the-shelf and are not designed or configured for any specific application or use case, and the products are supplied without pre-installed configuration or parametrisation.

The CLIENT acknowledges that WATTIUS does not possess the technical information and details regarding the CLIENT specific projects, and that the CLIENT is the only responsible for the correct integration and parametrisation of the supplied BMS products for the safety and functional characteristics and requirements of the CLIENT’s projects or products.

7. ECONOMIC LIMITATION OF LIABILITY

WATTIUS’ maximum liability to the CLIENT shall be limited to the total amount paid by the CLIENT for the specific components giving rise to the claim.

WATTIUS shall not be liable for indirect or consequential damages, loss of profit, business interruption, loss of data, loss of reputation, or any economic loss other than direct proven damage.

This limitation does not apply in cases of fraud, gross negligence, or personal injury caused by defective products.

It is explicitly stated that incorrect configuration or integration of the products supplied by WATTIUS into the CLIENT’s battery project or product will not be considered a defective product.

The CLIENT expressly accepts this limitation as an essential condition of the contract.

8. FORCE MAJEURE

WATTIUS shall not be liable for delays, non-compliance, or damages caused by force majeure, including natural disasters, labour disputes, governmental restrictions, pandemics, supply interruptions, or other circumstances beyond reasonable control.

9. TECHNICAL SUPPORT

10. INTELLECTUAL PROPERTY

WATTIUS retains all intellectual property rights over supplied products and services.

The CLIENT may not claim intellectual property rights over adaptations or integrations of WATTIUS’ products and solutions.

11. INDEMNITY

The CLIENT shall hold WATTIUS harmless from any claims, damages, penalties, expenses, or costs (including legal fees) arising from the integration, use, or application of WATTIUS BMS products in final projects or products, except where mandatory law states otherwise.

12. AUTONOMY OF WILL

Any modification to these conditions must be expressly agreed in writing and signed by both parties.

Neither party may unilaterally modify these general conditions.

13. APPLICABLE LAW AND JURISDICTION

This contract is governed exclusively by Spanish common law (Commercial Code and Civil Code).

For any disputes, the parties submit to the courts of Barcelona (SPAIN), waiving any other jurisdiction.

Any action against WATTIUS must be brought within one year from product delivery, unless mandatory law provides otherwise.