Article 1 – Purpose
These General Terms and Conditions of Sale and Service (hereinafter, the “GTCS”) govern all commercial transactions between ENDURANCE MOTIVE, S.A. (hereinafter, “ENDURANCE MOTIVE”) and the CLIENT. Upon acceptance of an Offer by the CLIENT, these GTCS shall automatically become a binding Contract between the Parties and shall remain in force for the entire duration of the commercial relationship between ENDURANCE MOTIVE and the CLIENT.
Acceptance of an Offer implies the CLIENT’s prior knowledge and express and unreserved acceptance of these GTCS, which shall apply in full, except where expressly stated otherwise in the Order Confirmation, in which case the latter shall prevail. These GTCS shall be deemed communicated to the CLIENT upon the CLIENT being informed of the web page where they are published or upon having received them in the course of their commercial relationship with ENDURANCE MOTIVE. ENDURANCE MOTIVE reserves the right to modify these GTCS.
These GTCS shall remain valid unless otherwise agreed in writing in a specific condition expressly included in the Order Confirmation. Hereinafter, ENDURANCE MOTIVE and the CLIENT shall be jointly referred to as “the Parties.” For the purpose of these GTCS and any related Offer or Order, the following terms shall be defined as follows:
- “Offer”: The supply offer issued by ENDURANCE MOTIVE to the CLIENT, which includes the technical specifications, quantity, price, delivery time, and validity.
- “Offer Acceptance” or “Order”: The document by which the CLIENT accepts the Offer under the terms stated therein and in accordance with these GTCS, thereby formalising each request or order for Products made by the CLIENT.
- “Order Confirmation”: The document by which ENDURANCE MOTIVE confirms acceptance of the Order or Offer Acceptance submitted by the CLIENT, under the terms of the Offer and these GTCS. The contract shall be deemed concluded upon ENDURANCE MOTIVE’s notification to the CLIENT of such Order Confirmation.
- “Product”: The goods supplied by ENDURANCE MOTIVE, with technical specifications established in the respective Offer. ENDURANCE MOTIVE reserves the right to make changes to the quality of materials or the configuration of the Product, provided these do not affect its warranty or performance.
- “Business day”: Any day other than Saturday, Sunday or a public holiday in the city of Valencia.
Article 2 – Entry into Force and Duration
These GTCS shall enter into effect upon the CLIENT’s acceptance of the Offer and shall remain valid throughout the duration of the commercial relationship established therein.
Article 3 – Contracting Process: Offers and Orders
ENDURANCE MOTIVE shall send or communicate to the CLIENT its Product Offer, including technical specifications, quantity, price, delivery time, and validity. The CLIENT may accept said Offer and submit their specific Product Order within the same document, in accordance with these GTCS. Offer and Order acceptance must be made in writing, by fax or e-mail.
Acceptance of an Offer by the CLIENT implies full acceptance of these GTCS, which shall be deemed incorporated into each Offer and Order Confirmation, even if not expressly referenced therein. Therefore, any terms, conditions, or specifications included in or attached to the CLIENT’s Order shall have no effect or validity unless explicitly included in the Order Confirmation by ENDURANCE MOTIVE.
Any Order placed by the CLIENT shall constitute a firm purchase commitment, but shall not be deemed accepted by ENDURANCE MOTIVE until the latter issues an Order Confirmation in writing via e-mail. In the event of agreement, ENDURANCE MOTIVE shall confirm to the CLIENT its acceptance of the Order under the terms set out in the Offer and in accordance with these GTCS, unless otherwise agreed in writing in the Order Confirmation.
Article 4 – Delivery Deadlines, Transport, and Reception
Delivery deadlines stated in the Offer are indicative; specific delivery dates shall be confirmed by ENDURANCE MOTIVE upon Order Confirmation and shall start from the next business day after the CLIENT receives the Order Confirmation.
ENDURANCE MOTIVE shall not be liable for penalties or compensation due to justified unforeseen events that delay the delivery of the Order, particularly delays caused by suppliers’ failure to deliver components necessary for the Product’s manufacture.
Unless otherwise agreed, delivery shall be made EXW (Canet de Berenguer) in accordance with the Incoterms in force on the Order Confirmation date. Prices stated in these GTCS exclude transport, loading/unloading, and insurance to the delivery address.
The CLIENT may cancel the Order only if ENDURANCE MOTIVE clearly breaches delivery deadlines for the entire Product and only if (i) the delay is not rectified within a reasonable time; or (ii) is unjustified under these GTCS. ENDURANCE MOTIVE reserves the right to extend the delivery time if the CLIENT fails to meet any of its obligations, without prejudice to ENDURANCE MOTIVE’s right to terminate the Order in accordance with these GTCS.
The CLIENT must immediately check the condition of the received Product. If any part of the Product is damaged, the CLIENT must notify ENDURANCE MOTIVE in writing within forty-eight (48) hours, specifying the defects. After this period, the Product shall be deemed accepted. If a significant defect is reported within the aforementioned period, ENDURANCE MOTIVE may choose to repair, replace, or accept the return of the Product.
ENDURANCE MOTIVE may deliver and invoice in partial shipments, which shall not release the CLIENT from their obligation to purchase the full Order.
Article 5 – Price and Payment Terms
The Product price shall be set in the Offer and confirmed in the Order Confirmation by ENDURANCE MOTIVE. Prices are EXW and exclude taxes, additional packaging, transport, etc., unless otherwise agreed in writing and included in the Order Confirmation.
100% of the price shall be paid by bank transfer at the time the Product is dispatched by ENDURANCE MOTIVE. All payments must be made in Euros. The invoice shall be issued once the amount is received in ENDURANCE MOTIVE’s bank account.
The Product shall remain the property of ENDURANCE MOTIVE until the CLIENT has fulfilled all its obligations, including payment of any amounts owed in relation to the current or previous Orders, including damages, costs, late interest, or other dues.
ENDURANCE MOTIVE shall notify the CLIENT by e-mail of Product availability. The CLIENT undertakes to pay the price within a maximum of forty-eight (48) hours after this notice. Otherwise, ENDURANCE MOTIVE may store the Product at the CLIENT’s risk and expense and demand payment, including storage costs, as if delivery had occurred.
If five (5) calendar days elapse without payment, ENDURANCE MOTIVE may freely dispose of the Product, while committing to fulfil the Order within thirty (30) calendar days from the CLIENT’s eventual payment.
In the event of late payment, the overdue amounts shall accrue interest at the applicable EURIBOR rate plus five (5) percentage points per annum, without the need for prior notice. Additionally, the CLIENT agrees to reimburse ENDURANCE MOTIVE for any recovery costs incurred.
Article 6 – Warranties
This warranty applies in cases where the Product contains latent defects or defects that become apparent after delivery, rendering it unsuitable for the intended function for which it was manufactured, subject to the limitations and exclusions outlined in each specific warranty document.
For the purposes of this Article, “CLIENT” refers to any natural or legal person acquiring the ENDURANCE MOTIVE-branded Product for its intended use, i.e., as lithium-ion batteries for electromobility applications, in accordance with the technical specifications of the Product.
ENDURANCE MOTIVE shall provide the CLIENT with the corresponding warranty together with the invoice.
Notwithstanding the above, ENDURANCE MOTIVE warrants that the Product shall be free from material and manufacturing defects for a period of two (2) years from the commissioning date, provided that such commissioning takes place within three (3) months from the date of purchase (as stated on the invoice).
Except as required by law, including under Spanish Law 23/2003 on Warranties for the Sale of Consumer Goods and Royal Legislative Decree 1/2007 (for cases in which the Product is considered a consumer good), ENDURANCE MOTIVE’s sole liability under this warranty shall be to repair or replace the Product as specified in the relevant warranty document.
If repair or replacement is neither reasonable nor feasible, ENDURANCE MOTIVE shall refund the sale price to the CLIENT. Repairs shall be carried out at ENDURANCE MOTIVE’s facilities or at the authorised Service Centre. If ENDURANCE MOTIVE or its authorised Service Centre determines that the Product is not defective, a diagnostic fee may be charged to the CLIENT.
This warranty does not cover defects or damage resulting from:
- Improper handling or maintenance contrary to ENDURANCE MOTIVE’s instructions;
- Use of a PCS or charger not authorised by ENDURANCE MOTIVE;
- Repairs or modifications performed by unauthorised personnel or with non-approved parts or components;
- Abuse, negligence, or misuse;
- Defects resulting from lightning, fire, flooding, accidental damage, third-party actions, or any other event beyond ENDURANCE MOTIVE’s reasonable control;
- Normal wear and tear due to use, excessive wear due to overloading, misuse, or external causes such as humidity, dust, corrosive agents, electromagnetic fields, static electricity, out-of-specification operating conditions, poor power supply quality, or faulty internet connection;
- Use of the Product in applications or equipment not specified in the technical datasheet;
- Installation or use outside the European Union.
Products with tampered or unidentifiable serial numbers shall not be covered by this warranty.
Article 7 – Limitation of Liability
ENDURANCE MOTIVE’s maximum liability towards the CLIENT, under any circumstances, shall be limited to the price paid for the Product to which the claim refers.
ENDURANCE MOTIVE shall only be liable for direct damages actually caused to the CLIENT and expressly excludes any indirect damages such as loss of income, business interruption, loss of use, data, commercial opportunities, reputational harm, or moral damages. The CLIENT expressly acknowledges and accepts these limitations, which shall also apply to their customers and third parties.
Article 8 – Insurance
Each Party shall procure and maintain the insurance policies necessary to comply with applicable legislation and good industry practice.
Article 9 – Force Majeure
Force majeure shall refer to any unforeseen event, or any event which, though foreseeable, is unavoidable and which significantly hinders or prevents either Party from fulfilling its obligations.
Delays in the CLIENT’s receipt of the Product or events not notified to ENDURANCE MOTIVE within five (5) days of their occurrence (with an explanation of the cause, expected duration, and mitigating measures) shall not be considered force majeure.
In the event of force majeure, the affected deadlines shall be extended by the number of days during which the force majeure persists.
If such an event lasts longer than ninety (90) days—or it becomes evident that it will—it shall entitle either Party to cancel the Order by written notice to the other.
Article 10 – Assignment
The CLIENT may not assign, transfer, substitute, or subrogate any of its rights or obligations under this contract without the prior express written consent of ENDURANCE MOTIVE.
Article 11 – Confidentiality
All documentation, regardless of its nature or format, provided by ENDURANCE MOTIVE in relation to an Offer or Order Confirmation shall be considered confidential information. The CLIENT is therefore obliged not to use or disclose such confidential information to third parties, nor to disclose the existence of the commercial relationship with ENDURANCE MOTIVE.
The CLIENT may only share such confidential information with its employees when strictly necessary for the purposes of executing these GTCS, and must ensure that said employees comply with the same confidentiality obligations set out above.
Article 12 – Cancellation
The BUYER may cancel the Purchase Order and/or Offer, in whole or in part, at any time by giving written notice to ENDURANCE MOTIVE in accordance with the following cancellation fee schedule:
- 15% of the Purchase Order/Offer value if cancelled within two (2) weeks of the Purchase Order/Offer being issued and accepted.
- 45% of the Purchase Order/Offer value if cancelled within the eight (8) weeks prior to the delivery date (FCA Endurance Incoterms 2020).
- 100% of the Purchase Order/Offer value if cancelled within the four (4) weeks prior to the delivery date (FCA Endurance Incoterms 2020).
Any amounts already paid to ENDURANCE MOTIVE, including advance payments, shall be deducted from the applicable cancellation fee. In such cases, ENDURANCE MOTIVE shall return any overpaid amount to the BUYER within thirty (30) days from the cancellation date.
Ownership of any cancelled energy storage system shall remain with ENDURANCE MOTIVE unless explicitly transferred to the BUYER.
The cancellation fee for any equipment whose ownership has been transferred to the BUYER shall be 100%.
The cancellation schedule is based on the price of the corresponding Purchase Order, or in its absence, on the Offer issued by ENDURANCE MOTIVE.
Article 13 – Communication of Non-Payments to Credit Registers
In the event of total or partial non-payment by the CLIENT, ENDURANCE MOTIVE S.A. reserves the right to report the situation to creditworthiness and solvency databases such as ASNEF, BADEXCUG, or RAI, in accordance with Organic Law 3/2018 and Regulation (EU) 2016/679.
Such reporting will be carried out only when all legal requirements are met, including the existence of a certain, due, and payable debt and prior formal demand for payment. Please note that being listed in such databases may negatively affect the CLIENT’s ability to contract financial products or services with third parties.
Article 14 – Termination
Either Party may terminate the Order if the other Party:
- materially breaches any of its obligations under the Order or these GTCS;
ii. is dissolved or ceases to exist as a legal entity;
iii. ceases business operations for any reason; or
iv. faces any circumstance that reasonably prevents further performance of the contract.
The non-breaching Party may terminate the contract at no cost by giving thirty (30) days’ written notice to the breaching Party.
Article 15 – Severability
If any clause of these GTCS is held to be null or unenforceable, in whole or in part, such invalidity shall not affect the remaining provisions, which shall remain in full force. The Parties agree to replace any such clause with a valid one that most closely reflects the original intention.
Article 16 – Intellectual and Industrial Property Rights
The sale of the Product grants the CLIENT only the right to use it for its intended purpose and does not imply the transfer of any intellectual or industrial property rights over the Product, its underlying technologies, or any trademarks owned by ENDURANCE MOTIVE.
Likewise, acceptance of the Offer does not grant the CLIENT the right to use or access ENDURANCE MOTIVE’s know-how, designs, inventions, calculations, methods, solutions, trade secrets, or technical documentation, beyond what is necessary for proper installation, operation, and maintenance of the Product.
Article 17 – No Waiver
Any one-off or partial waiver by ENDURANCE MOTIVE of any of its rights shall not constitute a waiver of those rights in the future, nor shall it limit their later enforcement.
Article 18 – Applicable Law and Jurisdiction
The Order, together with these GTCS and any contractual relationship arising therefrom, shall be governed and interpreted in accordance with Spanish law.
The Parties expressly waive any other jurisdiction to which they may be entitled and agree to submit to the Courts and Tribunals of the city of Valencia for the resolution of any disputes arising from the interpretation, validity, or enforcement of these GTCS.
Article 19 – Data Protection
ENDURANCE MOTIVE undertakes to comply with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR) regarding the protection of personal data.
CLIENT data will be used to maintain the commercial relationship, provide the contracted services, improve the use and performance of the Product, diagnose problems, and enable software updates, and will not be shared with third parties except where required by applicable law.
By accepting these GTCS, the CLIENT expressly consents to the collection and processing of personal data, including performance data generated by the Product. ENDURANCE MOTIVE shall be the Data Controller.
The CLIENT has the right to:
- be informed of the existence of data processing;
- access their personal data;
- request rectification of inaccurate data;
- request erasure when the data is no longer necessary or consent has been withdrawn;
- request restriction of processing in certain cases;
- exercise the right to data portability;
- revoke consent at any time.
To exercise these rights, the CLIENT may contact info@endurancemotive.com. Requests must include identification and, where applicable, representation documents. Forms provided by the Spanish Data Protection Agency may also be used.
The CLIENT may lodge a complaint with the Spanish Data Protection Agency if they believe their rights have not been properly addressed.
The maximum response time by ENDURANCE MOTIVE is one (1) month from receipt of the request.
