1.  INTERPRETATION
1.1 These Terms and Conditions (“Terms”) for IT Asset Disposition (“ITAD”) Services govern and apply to each Service Order (defined below) executed between the Parties. Each Service Order incorporates these Terms by reference, and together the Service Order and these Terms constitute the entire agreement between the Parties with respect to the Services described therein. By executing or otherwise entering into a Service Order, the Parties agree to be bound by these Terms as though fully set forth in the applicable Service Order. To the extent there is any conflict between the Terms and any Service Order or other agreement entered into between the Parties, these Terms shall control.

1.2 In this Agreement, the following expressions will have the following meanings unless the context otherwise requires:

“Agreement” means these Terms and any Service Order entered into for the provision of Services in the Territory.

“Acceptance” means the Services agreed to be provided by the Supplier in accordance with the procedures set out in the Client’s Service Order.

“Business Day” means any day other than a Saturday, Sunday, or a federal public holiday in the United States.

“Client” means TES USA Inc. and any Client Group Company based within the Territory.

“Client Group Company” means the Client and any entity that owns or controls, is owned or controlled by or is or under common control or ownership with the Client, where “control” is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

“Commencement Date” means the date specified as the Commencement Date in a Service Order.

“Confidential Information” means all non-public, confidential or proprietary information of a Party, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing, 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 the provision of the Services and this Agreement.

“Customer” means the Client Group Company for whom Supplier is providing Services in the Territory as set out in the applicable Service Order.

“Data Protection Legislation” means all applicable federal and state laws and regulations relating to the protection, processing, and privacy of personal data, including but not limited to the California Consumer Privacy Act (CCPA), the Virginia Consumer Data Protection Act (VCDPA), and any other applicable U.S. federal or state data protection, privacy and similar laws.

“Dispute” means a conflict or controversy; a conflict of claims or rights; an assertion of a right, claim, or demand on one side, met by contrary claims or allegations on the other.

“Effective Date” means the date upon which the Supplier accepts these Terms by signing a Service Order, provided by a Client Group Company or if sooner, the date on which Supplier starts supplying Services to a Customer.

“Employee” means any individual employed by a Party or engaged by it as a contractor, consultant, agent, intern, or advisor, in accordance with applicable U.S. labor and employment laws.

“Force Majeure Event” means an event beyond reasonable control of the incapable Party, and which cannot be averted, foreseen, and is not within a Party’s reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination; any law or any action taken by a U.S. federal, state, or local government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary license or consent; collapse of buildings, fire, explosion or accident; and any labor or trade dispute, strikes, industrial action or lockout; and interruption or failure of utility service.

“Good Industry Practice” means the exercise of such degree of skill, diligence, care and foresight which would reasonably and ordinarily be expected from a professional skilled and experienced in the supply of services similar to the Services under the same or similar circumstances as those applicable to this Agreement

“Intellectual Property Rights” means all intellectual and industrial property rights including patents, know-how, trademarks, designs, copyrights, trade secrets, and any other proprietary rights, whether registered or unregistered, in the United States and all other countries in the world, together with all renewals and extensions.

“ITAD” means Information Technology Asset Disposition services that includes but are not limited to the secure, compliant, and documented end‑to‑end management of a Clients retired, surplus, or otherwise decommissioned IT assets. Such services may include, as applicable: (a) physical collection, packaging, and transportation of IT assets from Customer locations; (b) inventory verification and serial‑number capture; (c) data sanitization, data destruction, media destruction or media wiping; (d) refurbishment, resale, redeployment, donation, recycling, or other disposal activities; (e) environmentally responsible processing of equipment in compliance with all applicable laws, including e‑waste, environmental, privacy, and data‑protection regulations; (f) provision of a certified audit trail and chain‑of‑custody documentation. IT Asset Disposition Services may exclude any activities not expressly described above unless mutually agreed in writing by the Parties.

“Law” means any federal or state law and regulation applicable to a Party and any other regulatory policy, guidance or industry code, judgement of a relevant court of law, or directive or requirement of any regulatory body, and any requirement, stipulation, or condition made by any organization or association to which such Party may be subject from time to time.

“Party” means the either the Customer or Supplier, and “Parties” shall mean both of them.

“Premises” means the Customer premises specified in a Service Order where the Products will be collected.

“Price” means the price for the Services set out in a Service Order or Quote provided by the Supplier.

“Products” means lithium-ion battery scrap and components, such as cells, clusters, and modules as detailed in a Service Order.

“Quote” means a quotation from the Supplier giving the agreed fixed price for the provision of the Services to the Customer.

“Service Order” means a work order mutually acceptable to the Customer and the Supplier for the provision of the Services confirming, without limitation, the scope of the Services to be provided by the Supplier, the service levels, the price of the Services and any part thereof and any additional Special Terms and Conditions that may apply to the Services. Service Orders are to be provided by Customer to Supplier on an as-needed basis via email, fax, or web portal and, together with these Terms, form part of the relevant individual Agreement entered between the Parties.

“Services” means the logistics services (including collection, packaging, logistic, storage, unloading, or any part thereof) to be performed by the Supplier as set out in a Service Order.

“Special Terms and Conditions” means non-standard terms and conditions agreed between the Parties and detailed in a Service Order.

“Specification” means the description or specification for the Services agreed in writing by the Customer and the Supplier.

“Supplier” means the logistics company or entity from whom the relevant Client Group Company purchases the Services, and for the purposes of this definition “Supplier” shall include any associated company of Supplier or other person providing Services for on behalf of Supplier to a Customer in the Territory where the obligations under this Agreement are being carried out.

“Territory” means the United States of America, including its states and territories.

2.  WARRANTIES
2.1 The Supplier warrants that, in connection with the performance of this Agreement, it will at all times (and where applicable, ensure that its Employees will at all times):
2.1.1.     Provide the Services in the Territory as may be ordered by the Customer from time to time in accordance with a Service Order;
2.1.2.     Comply with all Laws relating to anti-slavery and human trafficking, including but not limited to the Trafficking Victims Protection Act (TVPA), and shall adhere to any anti-slavery and human trafficking policies, procedures, or guidelines provided by the Customer;
2.1.3.     Comply with all applicable anti-bribery and anti-corruption Laws, including the U.S. Foreign Corrupt Practices Act (FCPA);
2.1.4.     Not engage in any activities that are punishable under criminal Law, including economic crimes, fraud, or any conduct that violates applicable Laws or ethical standards in connection with the initiation or performance of this Agreement;
2.1.5.     Comply with all applicable anti-money laundering Laws, including the Bank Secrecy Act (BSA), the USA PATRIOT Act, and any financial recordkeeping and reporting requirements;
2.1.6.     Not, directly or indirectly, offer, promise, or give any financial or other advantage to, nor request, agree to receive, or accept such an advantage from, any person intending to obtain or retain business or any advantage in the conduct of its business;
2.1.7.     Not be listed on any U.S. government sanctions list, including the Specially Designated Nationals (SDN) list maintained by the Office of Foreign Assets Control (OFAC), and shall ensure that the execution of this Agreement does not violate any applicable U.S. export control regulations.

2.2     In the event that the Supplier or any of its Employees breaches any provision of this Section 2, and to the extent permitted by applicable Laws, the Supplier shall indemnify and hold harmless the Customer from and against any claims, costs, fines, losses, damages, liabilities, and expenses arising out of or in connection with such breach. The Customer may, without prejudice to any other rights it may have: (a) withhold any or all payments for Services due or to be performed; and/or (b) give notice under Section 12 to terminate this Agreement with immediate effect and/or suspend this Agreement with immediate effect.

3.  SERVICES
3.1 The Supplier shall at all times:

3.1.1. Use commercially reasonable efforts to perform and provide the Services to the standards set out in any applicable Service Order;

3.1.2. Exercise reasonable skill, care, and diligence in accordance with Good Industry Practice;

3.1.3. Employ personnel who are suitably skilled, qualified, and experienced to perform the tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled under this Agreement;

3.1.4. Provide all equipment, tools, vehicles, and other items necessary to perform the Services, and ensure that the Services conform to all descriptions, standards, and specifications set out in the applicable Service Order;

3.1.5. Obtain and maintain all licenses, permits, and consents required under applicable federal, state, and local laws for the provision of the Services;

3.1.6. Refrain from doing or omitting anything that may cause the Customer to lose any license, authority, consent, or permission on which it relies for the conduct of its business, and acknowledge that the Customer may rely on the Services;

3.1.7. Maintain in force, during the term of this Agreement and for a period of twelve (12) months thereafter, insurance coverage as specified in Section 14.

4.  SERVICE ORDER / AGREEMENT 
4.1 The Supplier shall offer the Services within the Territory as specified in a Service Order, at the fixed price set out in the applicable Service Order or Quote.

4.2 The commencement and expiration of each individual Agreement shall be specified in the Service Order (the “Term”).

4.3 The minimum Term of an individual Agreement shall be as stated in the Service Order, unless terminated earlier in accordance with Section 12 of this Agreement.

4.4 Unless otherwise stated in the Service Order, each individual Agreement shall automatically renew upon expiration of the Term for successive renewal periods of equal duration, unless either Party provides written notice of termination in accordance with Section 12 

5.  CUSTOMER’S OBLIGATIONS 
5.1 The Customer shall comply with all obligations set forth in each applicable Service Order or Quote in a reasonable and timely manner.

5.2 Without limiting the foregoing, the Customer shall:

(a) Provide the Supplier with timely and reasonable instructions and directions necessary for the performance of the Services;

(b) Respond promptly to any requests for information or clarification reasonably required by the Supplier to carry out the Services;

(c) Notify and consult with the Supplier promptly upon becoming aware of any actual or potential issues affecting the performance of the Services;

(d) Obtain and maintain all licenses, permits, registrations, approvals, consents, or qualifications required under applicable federal, state, and local Laws to perform its obligations under this Agreement and in connection with the Services.

6.  PRICE AND PAYMENT 
6.1 The Price for the Services shall be the amount agreed between the Parties as set forth in the applicable Service Order or Quote and shall be exclusive of any applicable sales tax, use tax, or other governmental charges.

6.2 The Customer may review the Price periodically in accordance with the Service Order or Quote and may adjust the Price following any mutually agreed changes.

6.3 Invoicing and payment terms shall be as specified in the applicable Service Order or Quote. The Supplier may invoice the Customer on the agreed invoicing date, and payment shall be made in the currency stated therein.

6.4 If the Customer disputes any portion of an invoice, it must notify the Supplier in writing within thirty (30) calendar days of receipt, specifying the disputed elements and the basis for the dispute. Any invoice not disputed within this timeframe shall be deemed accepted and payable in full.

6.5 The Supplier shall maintain complete and accurate records of time spent and materials used in providing the Services and shall make such records available for inspection by the Customer upon reasonable request during normal business hours.

6.6 Any digital transmission of information or data from the Customer to the Supplier shall comply with the specifications set forth in the applicable Service Order, including but not limited to timeliness, format, and volume. Any changes requested by the Customer may result in adjusted charges, subject to mutual agreement of the Parties.

6.7 The Customer may, without prior notice, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether such liabilities are present or future, liquidated or unliquidated, and whether or not arising under this Agreement. The exercise of this right shall not limit any other remedies available to the Customer.

7.  RISK AND TITLE 
7.1 The Supplier shall bear all risk of loss or damage to the Products during transportation to and from the Premises and while Services are being performed on the Products at the Premises.

7.2 The Customer shall not be liable for any loss or damage to the Products while in the Supplier’s possession or control.

7.3 Unless otherwise specified in a Service Order, title to the Products shall remain with the Customer while the Products are in its possession or control.

11.1 Nothing in this Agreement shall exclude or limit either Party’s liability for: (a) death or personal injury caused by its negligence; (b) breach of applicable Law; (c) fraud or fraudulent misrepresentation; or (d) any matter for which liability cannot lawfully be excluded or limited under applicable Law.

11.2 Subject to Section 11.1, the Supplier shall indemnify, defend, and hold harmless the Customer from and against all liabilities, costs, expenses, damages, and losses (including direct, indirect, and consequential losses, loss of profits, loss of reputation, interest, penalties, and reasonable attorneys’ fees and professional costs) arising out of or in connection with: (i) any loss, unauthorized access, or breach of Customer Personal Data; (ii) any actual or alleged infringement of third-party intellectual property rights resulting from the receipt, use, or supply of the Services; (iii) any third-party claim arising from or related to the Supplier’s performance of the Services. This Section shall survive termination of the Agreement.

12. TERM/ TERMINATION
12.1 This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with this Section.

12.2 The Customer may terminate this Agreement, or any Service Order or Quote, by providing the Supplier with at least thirty (30) days’ prior written notice.

12.3 The Customer may terminate this Agreement immediately by written notice if the Supplier: (a) undergoes a change of control; (b) materially breaches this Agreement and fails to cure such breach within ten (10) Business Days of receiving written notice specifying the breach; (c) becomes insolvent, files for bankruptcy, enters into any arrangement with creditors, is unable to pay its debts, has a receiver or trustee appointed, is subject to liquidation or dissolution proceedings, or ceases or threatens to cease operations. Equivalent events under applicable Law shall also constitute grounds for termination.

12.4 Termination under this Section shall not prejudice any other rights or remedies available to the Customer.

13.  CONSEQUENCES OF TERMINATION
13.1 Upon termination of this Agreement for any reason, the Supplier shall:

(a) Immediately deliver to the Customer all Products in its possession. If the Supplier fails to do so, the Customer may, upon prior written notice and agreement on timing and location, enter the Supplier’s premises to retrieve such Products. Until returned, the Supplier shall be solely responsible for their safekeeping and shall not use them for any purpose;

(b) Promptly return all tangible property, materials, and documentation containing the Customer’s Intellectual Property Rights or Confidential Information;

(c) Cooperate with the relevant Client Group Company to determine the disposition of any unprocessed Products. If no agreement is reached, the Supplier shall return such Products at its own cost.

13.2 Termination shall not affect any accrued rights or obligations, and any provisions intended to survive termination shall remain in effect.

14.  INSURANCE 
14.1 During the term of this Agreement and for a period of twelve (12) months thereafter, the Supplier shall, at its own expense, maintain insurance coverage with carriers authorized to do business in Georgia and rated A- or better by A.M. Best, including: (a) Commercial General Liability Insurance with limits of not less than $5,000,000 per occurrence and $5,000,000 in aggregate; (b) Professional Liability (Errors & Omissions) Insurance with limits of not less than $1,000,000 per claim and $1,000,000 in aggregate; (c) Workers’ Compensation and Employer’s Liability Insurance as required by applicable state Law.

14.2 The Supplier shall provide the Customer with certificates of insurance and evidence of premium payment upon request.

15.  NATURE OF AGREEMENT
15.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements. Each Party acknowledges that it has not relied on any representation or promise not expressly set forth herein. Nothing in this Section shall limit liability for fraudulent misrepresentation.

15.2 The Customer may assign, delegate, license, hold in trust, or subcontract any of its rights or obligations under this Agreement to any Client Group Company. The Supplier may not assign, delegate, license, hold in trust, or subcontract any of its rights or obligations under this Agreement without the Customer’s prior written consent, which shall not be unreasonably withheld.

15.3 If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed to the extent necessary, and the remainder of the Agreement shall remain in full force and effect.

15.4 No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of such right, power, or remedy.

15.5 No amendment or modification of this Agreement shall be valid unless made in a written instrument signed by a duly authorized representative of each Party. For clarity, email shall not constitute valid written notice for this purpose.

15.6 The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or fiduciary relationship between the Parties. Neither Party shall have authority to bind or obligate the other except as expressly provided herein.

16. NOTICES
16.1 Any notice or communication required or permitted under this Agreement shall be in writing and delivered by hand, by certified U.S. mail (return receipt requested), by nationally recognized overnight courier, or by electronic mail (provided that a read receipt or confirmation of delivery is obtained), to the address or email designated by the receiving Party.

16.2 Notices shall be deemed received: (a) if delivered by hand, upon delivery; (b) if sent by certified mail, two (2) Business Days after mailing; (c) if sent by overnight courier, one (1) Business Day after dispatch; (d) if sent by email, upon confirmation of delivery or read receipt, provided such email is sent during normal business hours. If sent outside of business hours, notice shall be deemed received at 9:00 a.m. local time on the next Business Day.

17.  RIGHTS OF THIRD PARTIES
17.1 Unless expressly stated otherwise, this Agreement is intended solely for the benefit of the Parties and their permitted successors and assigns, and no other person or entity shall have any rights to enforce any of its terms under any applicable third-party beneficiary laws.

18.  DISPUTE RESOLUTION, GOVERNING LAW, AND JURISDICTION 
18.1 In the event of any dispute, controversy, or claim arising out of or relating to this Agreement (“Dispute”), the Parties shall first attempt in good faith to resolve the Dispute through informal negotiations. If the Dispute is not resolved within twenty (20) Business Days, either Party may submit the Dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall be conducted in English by a single arbitrator with experience in commercial contracts, and shall take place in Atlanta, Georgia. Judgment on the award may be entered in any court of competent jurisdiction.

18.2 This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles or the United Nations Convention on Contracts for the International Sale of Goods. The Parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Fulton County, Georgia for any proceedings not subject to arbitration.