General Terms & Conditions

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Effective Date: 01/07/2024

1. Applicability

1.1  These terms and conditions ("Conditions") of Nano Hybrids B.V. ("Nano Hybrids") shall apply to all arrangements between Nano Hybrids and customer including but not limited to customer's purchases of Nano Hybrids' products ("Products").

1.2  Any terms or conditions of customer or any third party shall not apply and are hereby explicitly rejected. Any terms or conditions deviating from these Conditions shall only apply in the event that and insofar as they have been accepted by Nano Hybrids in writing.

2. Quote and acceptance

Any quote or offer made by Nano Hybrids ("Quote") is open for acceptance for 30 calendar days from its date of issuance, unless specified otherwise or withdrawn. Upon acceptance of the Quote in writing, customer cannot cancel or change it without Nano Hybrids' consent.

3. Shipping, Title & Training

3.1  Nano Hybrids shall arrange shipping, in accordance with the agreed INCOTERMS 2020 or similar standard delivery terms as agreed upon by parties. The costs related to shipping will be borne by customer, unless explicitly agreed otherwise. Timelines of delivery and installation are estimated, unless specifically agreed in writing otherwise.

3.2  Title and risk shall pass to customer in accordance with the agreed terms.

3.3  Nano Hybrids shall provide training to customer, as specified in the Quote.

4. Invoices and payment

4.1  The fees will be stipulated in the Quote or as otherwise specifically agreed in writing by the parties. Amounts listed shall exclude applicable tax and customs duties, transportation, insurance and other charges. Nano Hybrids shall specify any such amount due on any invoice, if applicable. Customer shall pay these amounts, if applicable.

4.2  Unless agreed otherwise, Nano Hybrids shall invoice 100% of the total order amount upon acceptance of the Quote. The payment term shall be 30 days after invoice date, unless specified otherwise.

5. Warranty

5.1  Nano Hybrids warrants to the original customer of the Product that the Product will be free from material defects for a period of twelve (12) months from the date of delivery. If a Product is repaired or replaced, the warranty shall remain valid for the remainder of the original warranty period for such Product.

5.2  To satisfy the above warranty Nano Hybrids may, at its sole discretion, repair, replace or remove the affected Products. In case of removal, Nano Hybrids shall refund the purchase price.

5.3  The warranty shall terminate automatically and be of no force and effect if (i) customer processes, modifies, reformulates or otherwise alters the Product without Nano Hybrids' written authorization, if (ii) a defect is caused in whole or in part by abuse, neglect, improper handling, application or storage, or any use of the Product(s) outside of Nano Hybrids approved parameters, or if (iii) the Product has been exposed to conditions — including but not limited to chemical environments, radiation, or temperatures — outside of the specified storage and handling guidelines for nanomaterials.

5.4  It is understood that the (use of the) Products cannot guarantee specific outcomes or deliverables. Given the nature of nanomaterials and metal-based nanoparticles, performance may be influenced by factors outside Nano Hybrids' control, including but not limited to downstream processing, application conditions, and interactions with other materials.

6. Liability

6.1  Other than pursuant to the warranty set forth above, Nano Hybrids shall not be liable. In any event Nano Hybrids shall not be liable for: (i) any damage caused by or on behalf of customer including, but not limited to, improper use, failure to follow Nano Hybrids' instructions, or failure to comply with applicable regulations regarding the handling, storage, or use of nanomaterials, or (ii) any special, indirect, incidental or consequential damages or losses.

6.2  The liability of Nano Hybrids shall never exceed the total purchase price paid by customer for the Products stipulated in any single order or Quote.

6.3  Customer agrees to indemnify and hold harmless Nano Hybrids from any claims, damages, liabilities, costs, or expenses arising from the use or misuse of the Product, including any claims arising from the customer's non-compliance with applicable laws and regulations concerning nanomaterials and nanoparticles.

7. Confidentiality

Parties agree to keep confidential any non-public technical information, including but not limited to commercial information (including prices), formulations, specifications, or instructions received from the other party as a result of discussions, negotiations and other communications between the parties in relation to the Products. Notwithstanding the above, upon completion of an order, Nano Hybrids shall have the right to reference the order for marketing purposes.

8. Intellectual property

8.1  For the purpose of these Conditions "Intellectual Property Rights" means (i) copyrights, patents, know how, database rights and rights in trademarks, trade names, service marks, domain names, designs, models, trade secrets, techniques and instruments (whether registered or unregistered), (ii) applications for registration, and the right to apply for registration, for any of the same, and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.

8.2  Nano Hybrids exclusively owns and/or has access to all Intellectual Property Rights relating to Nano Hybrids' Products, including but not limited to synthesis methods, formulations, and characterization data relating to its nanomaterials and metal-based nanoparticles. Unless Nano Hybrids expressly states otherwise, the sale of Products to customer grants only a limited, nontransferable right under the Intellectual Property Rights to use Products for customer's internal research purposes. Unless expressly permitted by us in writing, customer will not modify, change, remove, cover or otherwise obscure any of Nano Hybrids' brands, trade or service marks on the Products. Nothing in these Conditions limits Nano Hybrids' ability to enforce the Intellectual Property Rights.

8.3  Customer shall not under any circumstances attempt, or knowingly cause or permit others to attempt to (i) reverse engineer any Product or portion thereof, (ii) analyse, characterize or otherwise attempt to derive the composition, structure, synthesis route or logic underlying any Product or portion thereof beyond the scope permitted by these Conditions, (iii) copy, modify or make any reproduction of any Product or portion thereof in whole or in part through any means, or (iv) use, inspect, decompile, decipher, decrypt, discover or analyze any Product or portion thereof other than solely as necessary for the exercise of customer's rights under these Conditions.

8.4  Customer guarantees that Intellectual Property Rights and the related information will not be copied, shown to third parties, disclosed or used other than with Nano Hybrids' written permission.

9. Regulatory compliance

Customer is solely responsible for ensuring that the use, handling, storage, transport, and disposal of the Products complies with all applicable laws and regulations in the jurisdiction(s) in which customer operates, including but not limited to regulations specifically applicable to nanomaterials and nanoparticles (such as REACH, RoHS, and any national nanomaterial notification obligations). Nano Hybrids shall not be liable for any failure by customer to comply with such obligations.

10. Disputes

Any dispute arising out of or in connection to any agreement between Nano Hybrids and customer and/or these Conditions shall be governed by the laws of the Netherlands and are subject to the jurisdiction of the court of Amsterdam. The United Nations Convention of Contracts for the International Sale of Goods shall not apply.