GENERAL TERMS AND CONDITIONS for SUPPLIERS

These General Terms and Conditions for the Purchase of Goods and Services govern all purchases of goods and services by Amprius Technologies, Inc. (“Amprius”) from its suppliers and are incorporated by reference into each purchase order issued by Amprius.

1. Applicability.

   These terms and conditions of purchase (these “Terms”) are the only terms which govern the purchase of the goods (“Goods”) and services (“Services”) by Amprius Technologies, Inc. (“Amprius”) from the supplier named on the Purchase Order (“Supplier”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.

   The accompanying purchase order (the “Purchase Order”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Supplier’s general terms and conditions regardless of whether or when Supplier has submitted its sales confirmation or such terms. This Agreement expressly limits Supplier’s acceptance to the terms of this Agreement. Fulfillment of or other performance under this Purchase Order constitutes acceptance of these Terms.

2. Delivery of Goods and Performance of Services.

   Supplier shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties (the “Delivery Date”). If Supplier fails to deliver the Goods in full on the Delivery Date, Amprius may terminate this Agreement immediately by providing written notice to Supplier and Supplier shall indemnify Amprius against any losses, claims, damages, and reasonable costs and expenses directly attributable to Supplier’s failure to deliver the Goods on the Delivery Date. Amprius has the right to return any Goods delivered prior to the Delivery Date at Supplier’s expense and Supplier shall redeliver such Goods on the Delivery Date.

   Supplier shall deliver all Goods to the address specified in the Purchase Order (the “Delivery Point”) during Amprius’ normal business hours or as otherwise instructed by Amprius. Supplier shall pack all Goods for shipment according to Amprius’ instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Supplier must provide Amprius prior written notice if it requires Amprius to return any packaging material. Any return of such packaging material shall be made at Supplier’s risk of loss and expense.

   Supplier shall provide the Services to Amprius as described and in accordance with the dates or schedule set forth on the Purchase Order and in accordance with the terms and conditions set forth in these Terms.

   Supplier acknowledges that time is of the essence with respect to Supplier’s obligations hereunder and the timely delivery of the Goods and Services, including all performance dates, timetables, project milestones and other requirements in this Agreement.

3. Quantity.

   If Supplier delivers more or less than the quantity of Goods ordered, Amprius may reject all or any excess Goods. Any such rejected Goods shall be returned to Supplier at Supplier’s sole risk and expense. If Amprius does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.

4. Shipping Terms.

   Unless otherwise agreed by the parties in a Purchase Order, Delivery shall be DDP (Incoterms® 2020) Amprius’ designated delivery location. Supplier shall be responsible for and bear all costs and expenses incurred in delivering the Goods to the delivery location, including all freight, insurance, customs duties, tariffs, import taxes, brokerage fees, and other importation-related charges. Supplier shall not increase the Price or impose any surcharge in connection with any new or increased tariffs, duties, taxes, or governmental charges unless expressly agreed in writing by Amprius. Notwithstanding anything to the contrary, Supplier shall bear and reimburse Amprius for all tariffs, duties, import taxes, or similar governmental charges imposed on the Goods and may not pass through or recover such amounts from Amprius without Amprius’ prior written consent.

5. Title and Risk of Loss.

   Title and risk of loss passes to Amprius upon delivery of the Goods at the Delivery Point.

6. Inspection and Rejection of Nonconforming Goods.

   Amprius has the right to inspect the Goods on or after the Delivery Date. Amprius, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Amprius rejects any portion of the Goods, Amprius has the right, effective upon written notice to Supplier, to: (a) rescind this Agreement in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If Amprius requires replacement of the Goods, Supplier shall, at its expense, promptly replace the nonconforming or defective Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Supplier fails to timely deliver replacement Goods, Amprius may replace them with goods from a third party and charge Supplier the cost thereof and terminate this Agreement for cause pursuant to Section 17. Any inspection or other action by Amprius under this Section shall not reduce or otherwise affect Supplier’s obligations under the Agreement, and Amprius shall have the right to conduct further inspections after Supplier has carried out its remedial actions.

7. Price.

   The price of the Goods and Services is the price stated in the Purchase Order (the “Price”). If no price is included in the Purchase Order, the Price shall be the price set out in Supplier’s published price list in force as of the date of the Purchase Order. Unless otherwise specified in the Purchase Order, the Price includes all packaging, transportation costs to the Delivery Point, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Amprius. Supplier assumes all risk of any increase in tariffs or similar customs duties, and shall not increase the Price or impose any surcharge without Amprius’ prior written consent.

8. Payment Terms.

   Supplier shall issue an invoice to Amprius on or any time after the completion of delivery and only in accordance with these Terms. Amprius shall pay all properly invoiced amounts due to Supplier within sixty (60) days after Amprius’ receipt of such invoice, except for any amounts disputed by Amprius in good faith. Without prejudice to any other right or remedy it may have, Amprius reserves the right to set off at any time any amount owing to it by Supplier against any amount payable by Amprius to Supplier. In the event of a payment dispute, Amprius shall deliver a written statement to Supplier prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in this Section 8. The parties shall seek to resolve all such disputes expeditiously and in good faith. Supplier shall continue performing its obligations under this Agreement notwithstanding any such dispute.

9. Supplier’s Obligations Regarding Services.

   Supplier shall:

   1. before the date on which the Services are to start, obtain, and at all times during the term of this Agreement, maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Services;
   2. comply with all rules, regulations and policies of Amprius, including security procedures concerning systems and data and remote access thereto, building security procedures, including the restriction of access by Amprius to certain areas of its premises or systems for security reasons, and general health and safety practices and procedures;
   3. maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Supplier in providing the Services in such form as Amprius shall approve. During the term of this Agreement and for a period of three years thereafter, upon Amprius’ written request, Supplier shall allow Amprius to inspect and make copies of such records and interview Supplier personnel in connection with the provision of the Services;
   4. obtain Amprius’ written consent, which shall not be unreasonably withheld or delayed, prior to entering into agreements with or otherwise engaging any person or entity, including all subcontractors and affiliates of Supplier, other than Supplier’s employees, to provide any Services to Amprius (each such approved subcontractor or other third party, a “Permitted Subcontractor”). Amprius’ approval shall not relieve Supplier of its obligations under the Agreement, and Supplier shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Supplier’s own employees. Nothing contained in this Agreement shall create any contractual relationship between Amprius and any Supplier subcontractor or supplier;
   5. require each Permitted Subcontractor to be bound in writing by the confidentiality provisions of this Agreement, and, upon Amprius’ written request, to enter into a non-disclosure or intellectual property assignment or license agreement in a form that is reasonably satisfactory to Amprius;
   6. ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Supplier, are properly licensed, certified or accredited as required by applicable law and are suitably skilled, experienced and qualified to perform the Services;
   7. ensure that all of its equipment used in the provision of the Services is in good working order and suitable for the purposes for which it is used, and conforms to all relevant legal standards and standards specified by Amprius; and
   8. keep and maintain any Amprius equipment in its possession in good working order and shall not dispose of or use such equipment other than in accordance with Amprius’ written instructions or authorization.

10. Change Orders.

    Amprius may at any time, by written instructions and/or drawings issued to Supplier (each a “Change Order”), order changes to the Services. Supplier shall within ten (10) days of receipt of a Change Order submit to Amprius a firm cost proposal for the Change Order. If Amprius accepts such cost proposal, Supplier shall proceed with the changed services subject to the cost proposal and the terms and conditions of this Agreement. Supplier acknowledges that a Change Order may or may not entitle Supplier to an adjustment in the Supplier’s compensation or the performance deadlines under this Agreement.

11. Warranties.

    1. Supplier warrants to Amprius that for a period of thirty-six (36) months from the Delivery Date, all Goods will: (i) be free from any defects in workmanship, material and design; (ii) conform to applicable specifications, drawings, designs, samples and other requirements; (iii) be fit for their intended purpose and operate as intended; (iv) be merchantable; (v) be free and clear of all liens, security interests or other encumbrances; and (vi) not infringe or misappropriate any third party’s patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by Amprius;
    2. Supplier warrants to Amprius that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with best industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement; and
    3. the warranties set forth in this Section 11 are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Amprius’ discovery of the noncompliance of the Goods or Services with the foregoing warranties. If Amprius gives Supplier notice of noncompliance pursuant to this Section, Supplier shall, at its own cost and expense, promptly (i) replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Supplier and the delivery of repaired or replacement Goods to Amprius, and, if applicable, (ii) correct or re-perform the applicable Services.

12. General Indemnification.

    Supplier shall defend, indemnify and hold harmless Amprius and Amprius’ subsidiaries, affiliates, successors or assigns and their respective directors, officers, shareholders and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with the Goods and Services purchased from Supplier or Supplier’s negligence, willful misconduct or breach of the Terms. Supplier shall not enter into any settlement without Amprius’ prior written consent.

13. Intellectual Property Indemnification.

    Supplier shall, at its expense, defend, indemnify and hold harmless Amprius and any Indemnitee against any and all Losses arising out of or in connection with any claim that Amprius’ or Indemnitee’s use or possession of the Goods or use of the Services infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Supplier enter into any settlement without Amprius’ or Indemnitee’s prior written consent.

14. Limitation of Liability.

    Nothing in this Agreement shall exclude or limit (a) Supplier’s liability under Sections 11, 12, 13, 16 and 19 hereof, or (b) Supplier’s liability for fraud, personal injury or death caused by its negligence or willful misconduct.

15. Insurance.

    During the term of this Agreement and for a period of three (3) years thereafter, Supplier shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability), automobile liability and worker’s compensation insurance coverage with financially sound and reputable insurers in amounts reasonably acceptable to Amprius. Upon Amprius’ request, Supplier shall provide Amprius with a certificate of insurance from Supplier’s insurer evidencing the insurance coverage specified in these Terms. Supplier shall provide Amprius with thirty (30) days’ advance written notice in the event of a cancellation or material change in Supplier’s insurance policy. Except where prohibited by law, Supplier shall require its insurer to waive all rights of subrogation against Amprius’ insurers and Amprius.

16. Compliance with Law.

    Supplier shall comply with all applicable laws, regulations and ordinances. Supplier shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Supplier shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Supplier. Supplier assumes all responsibility for shipments of Goods requiring any government import clearance. Amprius may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

17. Termination.

    In addition to any remedies that may be provided under these Terms, Amprius may terminate this Agreement with immediate effect upon written notice to the Supplier, either before or after the acceptance of the Goods or the Supplier’s delivery of the Services, if Supplier has not performed or complied with any of these Terms, in whole or in part. If the Supplier becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then Amprius may terminate this Agreement upon written notice to Supplier. Amprius may terminate this Agreement or any Purchase Order without cause upon fifteen (15) days’ written notice to Supplier. Upon such termination, Supplier’s sole entitlement is payment for Goods delivered and accepted and Services completed prior to the termination date. If Amprius terminates the Agreement for any reason, Supplier’s sole and exclusive remedy is payment for the Goods received and accepted and Services accepted by Amprius prior to the termination.

18. Waiver.

    No waiver by Amprius of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Amprius. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

19. Confidential Information.

    All non-public, confidential or proprietary information of Amprius, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Amprius to Supplier, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the purpose of performing this Agreement and may not be disclosed or copied unless authorized in advance by Amprius in writing. Upon Amprius’ request, Supplier shall promptly return all documents and other materials received from Amprius. Amprius shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Supplier at the time of disclosure; or (c) rightfully obtained by Supplier on a non-confidential basis from a third party.

20. Force Majeure.

    No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such party’s (the “Impacted Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, storm, epidemic, pandemic or other natural disaster or catastrophe, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances, other than those involving Supplier’s or its subcontractors’ own workforce; and (h) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Section 20, the other party may thereafter terminate this Agreement upon ten (10) days’ written notice.

21. Assignment.

    Supplier shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Amprius. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Supplier of any of its obligations hereunder. Amprius may at any time assign or transfer any or all of its rights or obligations under this Agreement without Supplier’s prior written consent to any affiliate or to any person acquiring all or substantially all of Amprius’ assets.

22. Relationship of the Parties.

    The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

23. No Third-Party Beneficiaries.

    This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

24. Governing Law.

    All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.

25. Submission to Jurisdiction.

    Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in Alameda County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

26. Notices.

    All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the purchase order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

27. Severability.

    If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

28. Survival.

    Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.

29. Amendment and Modification.

    These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.

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