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Battery Purchase Agreement

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BATTERY PURCHASE AGREEMENT

This Battery Purchase Agreement (the "Agreement") is entered into as of by and between Seller Name: , Seller Address: and Buyer Name: , Buyer Address: .

RECITALS

WHEREAS, Seller is engaged in the manufacture and sale of rechargeable battery cells and battery packs meeting the specifications set forth in this Agreement; and

WHEREAS, Buyer desires to purchase, and Seller desires to sell, the batteries described in one or more purchase orders issued under this Agreement, subject to the terms and conditions herein; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to sale, delivery, testing, warranty and allocation of risk.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Products" means the battery cells, modules and/or packs described in a Purchase Order and conforming to the Specifications. 1.2 "Purchase Order" means a written order issued by Buyer referencing this Agreement specifying quantities, delivery schedule and unit price. 1.3 "Acceptance Date" means the date that Buyer issues written acceptance under Section 5 following inspection.

2. SALE AND PURCHASE

2.1 Subject to the terms of this Agreement, Seller agrees to sell and Buyer agrees to purchase the Products ordered by Buyer in Purchase Orders issued from time to time. Each Purchase Order shall specify: Product description, quantity, desired delivery date and unit price. No Purchase Order shall be binding until accepted in writing by Seller.

3. SPECIFICATIONS; ORDER DETAILS

3.1 Specifications: Products shall conform to the specifications attached to or incorporated into each Purchase Order and to Seller's published specifications for the model identified. Describe deviations or special requirements:

4. PURCHASE PRICE; INVOICING

4.1 Unit Price: The unit price for each Product shall be the price set forth in the applicable Purchase Order. Unit price per Product: Currency:

4.2 Invoicing and Payment Terms: Seller shall invoice Buyer upon shipment or as otherwise specified in the Purchase Order. Buyer shall pay each undisputed invoice within days of Buyer's receipt of such invoice unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. DELIVERY, INSPECTION AND ACCEPTANCE

5.1 Delivery Terms: Unless otherwise specified in a Purchase Order, delivery shall be FOB Seller's facility. Title and risk of loss transfer in accordance with Section 6. Shipping instructions or carrier selection:

5.2 Inspection: Buyer shall have days after receipt to inspect and either accept or reject Products for nonconformance. Rejection must be made in writing with a description of the nonconformance; Seller shall, at its option, repair, replace or refund for nonconforming Products in accordance with Section 8.

6. TITLE AND SECURITY INTEREST

Title to Products shall pass to Buyer upon delivery to the carrier at Seller's facility, subject to Seller's right to suspend deliveries for failure to pay. Buyer grants Seller a purchase money security interest in the Products sold until payment in full. Buyer shall execute financing statements reasonably requested by Seller to perfect such security interest.

7. WARRANTIES; DISCLAIMERS

7.1 Seller warrants that, for a period of months from Acceptance Date, Products shall materially conform to the Specifications and be free from defects in material and workmanship. This warranty does not apply to damage resulting from misuse, abuse, alteration, improper storage, or unauthorized repair.

7.2 Exclusive Remedy: Buyer's exclusive remedy for breach of the warranty set forth in Section 7.1 shall be, at Seller's option, repair or replacement of nonconforming Products or refund of the purchase price for such Products. Seller's liability under this Section is limited to the remedy elected by Seller.

7.3 DISCLAIMER: Except for the express warranty in Section 7.1, Seller disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and conformity to samples.

8. LIMITATION OF LIABILITY

Except for liability arising from Seller's willful misconduct or gross negligence or Buyer's payment obligations, neither party shall be liable for incidental, consequential, punitive or special damages, including lost profits. The aggregate liability of each party for any claim arising under or related to this Agreement shall not exceed the total amounts paid by Buyer to Seller for the Products that give rise to the claim during the twelve (12) month period preceding the claim.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) to the extent caused by the indemnifying party's negligence, willful misconduct or breach of its obligations under this Agreement.

10. TAXES

Unless otherwise agreed in writing, Buyer shall be responsible for all sales, use, value-added and other taxes, duties and governmental charges (other than Seller's income taxes) arising from the sale, shipment, storage and use of the Products. If Seller is required to collect any such taxes, Buyer shall pay such amounts in addition to the purchase price.

11. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations and rules relating to the manufacture, labeling, export, import, transport, storage, handling and disposal of the Products, including laws relating to hazardous materials and environmental protection. Seller shall provide Buyer with reasonably requested certifications and safety information required for the lawful transport and use of the Products.

12. CONFIDENTIALITY

Each party shall treat as confidential and not disclose to any third party any nonpublic business or technical information of the other party disclosed in connection with this Agreement, except to the extent that such information is or becomes publicly available through no breach of this Agreement, or is required to be disclosed by law. Confidential information includes, but is not limited to, Specifications, pricing and technical data.

13. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, labor disputes, shortages of materials, transportation interruptions, acts of government, war or civil unrest. The affected party shall promptly notify the other party of the event and shall use commercially reasonable efforts to resume performance.

14. TERMINATION

Either party may terminate this Agreement upon material breach by the other party if such breach is not cured within thirty (30) days after written notice. Either party may also terminate for insolvency, bankruptcy filing, or appointment of a receiver for the other party. Termination shall not relieve Buyer of its payment obligations for Products already delivered nor Seller's obligations with respect to warranty claims for prior deliveries.

15. REMEDIES; WAIVER

Except as otherwise provided, the rights and remedies provided in this Agreement are cumulative and are in addition to any other rights or remedies available at law or in equity. No waiver of any breach shall be effective unless in writing and signed by the waiving party.

16. NOTICES

All notices under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may specify in writing.

17. AMENDMENT; ASSIGNMENT

This Agreement may be amended only by a written instrument signed by both parties. Neither party may assign this Agreement or any right or obligation hereunder without the prior written consent of the other party, except that Seller may assign its rights to receive payments.

18. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

19. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with any Purchase Orders and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and agreements, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Seller Printed Name:

By:

Date:

Buyer Printed Name:

By:

Date:

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What a Battery Purchase Agreement Covers

A Battery Purchase Agreement is a written contract that documents the sale and transfer of batteries or battery systems between a seller and a buyer. It sets out parties' legal names, a clear description of the batteries (model, chemistry, capacity, serial numbers where applicable), the purchase price, payment terms, delivery and title transfer, inspection and acceptance procedures, warranty and return conditions, allocation of risk of loss, and compliance requirements for hazardous materials handling and disposal under applicable U.S. law.

Why a Clear, Written Agreement Matters

A precise Battery Purchase Agreement reduces disputes by allocating payment obligations, delivery responsibilities, and warranty remedies. It documents hazardous materials handling, regulatory compliance, and title transfer to limit liability and provide clear remedies if goods are nonconforming.

Why a Clear, Written Agreement Matters

Who Typically Uses This Agreement

Parties across manufacturing, distribution, fleet operations, and equipment procurement rely on a standard purchase agreement to manage risk and logistics.

  • Equipment distributors and wholesalers who resell battery packs and need clear terms for price, title, and returns.
  • Fleet operators and EV service providers procuring high-capacity batteries requiring installation, testing, and warranty coverage.
  • Manufacturers and integrators buying battery modules for products that trigger regulatory handling and material safety obligations.

Use a tailored agreement when batteries are high-value, contain restricted chemistries (lithium-ion), or require specialized shipping, disposal, or warranty language.

Core Elements to Include in the Agreement

A professional Battery Purchase Agreement organizes contractual obligations into clear sections so parties can quickly find payment, delivery, warranty, and compliance terms.

Parties

Identify legal entity names, business type, principal address, and an authorized contact for notices and invoicing to ensure enforceability and correct tax reporting.

Goods Description

Describe battery model, chemistry (e.g., lithium-ion), capacity, SKU/part numbers, serial numbers, and any certifications or performance ratings required for acceptance.

Price & Payment

Specify unit price, total consideration, currency, payment method, payment schedule, late payment interest, and any required deposits or escrow arrangements.

Delivery & Title

State Incoterm or delivery point, carrier responsibility, date windows, risk of loss allocation, title transfer mechanics, and inspection and acceptance procedures.

Warranties & Returns

Set warranty scope and duration, permitted remedies (repair, replacement, refund), RMA process, and responsibilities for return shipping and testing fees.

Liability & Indemnities

Allocate responsibility for third-party claims, hazardous materials fines, intellectual property, consequential damages limits, and insurance requirements.

Essential Data Fields to Capture

Buyer TIN: Required for tax reporting
Seller TIN: Used on invoices and 1099 if required
Battery Specs: Model, chemistry, capacity
Quantity: Number of units purchased
Unit Price: Currency and per-unit amount
Delivery Address: Street, city, state, ZIP

Common Contract Risks and Consequences

Misdescription: Buyer rejection, return costs
Late Delivery: Damages or contract termination
Hazard Noncompliance: Regulatory fines, recalls
Missing Signature: Enforceability challenges
Incorrect Pricing: Payment disputes, refunds
Warranty Ambiguity: Extended liability exposure

Frequent Preparation Mistakes to Avoid

  • Omitting hazardous materials classifications and UN numbers, which can cause carrier refusal or regulatory penalties during transport.
  • Failing to record serial numbers or lot identifiers for warranty and recall traceability, complicating recalls and replacements.
  • Leaving payment timing vague or omitting late-payment remedies, which increases collection risk and cash-flow uncertainty.
  • Not defining acceptance tests or inspection windows, leading to disputes about whether delivered batteries meet contract specifications.

Step-by-Step: Completing the Battery Purchase Agreement

Follow these steps to prepare, review, and execute a compliant agreement that reflects commercial and regulatory requirements.

  • 01
    Gather Details: Collect party names, specs, quantities, pricing.
  • 02
    Draft Terms: Define delivery, inspection, warranty, liability.
  • 03
    Review Compliance: Confirm hazardous shipping and disposal obligations.
  • 04
    Execute Signatures: Sign, date, and retain executed copies.

How Execution and Routing Typically Work

Execution workflows group drafting, approvals, signing, and recordkeeping so commercial and logistics teams can complete transactions on schedule.

  • Upload Document: Place the draft in your contract-management system or eSignature platform.
  • Add Fields: Insert signature, date, and required-data fields for each party.
  • Set Signers: Define signing order and authentication method for each signer.
  • Send for Signature: Distribute to parties and capture an audit trail on completion.

Typical Digital Workflow Settings

Configure the document workflow to match your internal approvals, signer authentication needs, and records retention policy.

Field Configuration
Authentication Email link or SMS code
Signing Order Buyer then seller or parallel
Reminders Automatic every 48 hours
Attachments Attach MSDS and compliance certificates

Technical and Integration Considerations

Verify platform compliance with HIPAA, ESIGN/UETA, and relevant industry controls when processing sensitive or regulated transactions.

  • File Formats: PDF, DOCX, and PDF/A supported
  • Integrations: CRM and ERP system connectors
  • Storage: Encrypted at rest with access logs

Key Dates to Include and Monitor

Define explicit calendar dates or trigger events so parties know when obligations arise and when statutory reporting may be required.

Delivery Date:

Date by which seller must deliver goods

Inspection Window:

Number of days buyer has to inspect and reject

Payment Due:

Net terms or specific due date for final payment

Warranty Claim Period:

Timeframe for buyer to report defects

Tax Reporting:

1099-NEC/1099-MISC reporting deadlines apply where required

Contract Lifecycle Milestones

Track milestones from negotiation through closeout to coordinate procurement, logistics, and finance teams.

01

Negotiation

Drafting and commercial agreement on material terms prior to order placement

02

Order Confirmation

Purchase order acceptance and scheduling of shipment or production

03

Delivery & Inspection

Carrier delivery followed by buyer inspection and acceptance testing

04

Final Payment & Closeout

Payment of outstanding balances and transfer of warranties and certificates

eSignature Vendor Comparison for Executing Purchase Agreements

Compare common pricing and capability criteria for electronic signature platforms; signNow appears first per vendor comparison conventions.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes Varies
Audit Trail Yes Yes Yes Yes Yes
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently Asked Questions about Battery Purchase Agreements

Answers to common practical and legal questions when preparing, executing, and storing battery purchase contracts.


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