General Terms & Conditions of Sale

1. Applicability

1.1 These General Terms & Conditions of Sale (“Terms”), along with any related sales documents or supplementary terms, form the complete agreement (“Agreement”) between US Vanadium, LLC (“Seller”) and the purchaser (“Purchaser”) regarding the sale of products (“Products”) and services (“Services”). Sales documents include, but are not limited to, quotations, invoices, order confirmations, and shipping records. If a separate contract exists for the sale of specific Products or Services, the terms of that contract will take precedence over any conflicting provisions in these Terms.

1.2 These Terms override any conditions set forth by the Purchaser, regardless of when they are presented. Fulfilling an order does not imply acceptance of the Purchaser’s terms or any modification of these Terms.

1.3 Some Products and Services may be subject to additional conditions (“Supplemental Terms”), which will be referenced in sales documents, provided on Seller’s website, or made available upon request.

1.4 An Agreement is established when Seller confirms, acknowledges, or initiates fulfillment of an order. The Purchaser may not modify or cancel the Agreement without written consent from the Seller, and any approved modifications or cancellations may be subject to additional costs.

2. Delivery and Performance

2.1 Any delivery dates provided by the Seller are estimates only and are not guaranteed. The Seller is not responsible for delays, loss, or damage occurring during transit.

2.2 Unless otherwise agreed in writing, Products are shipped using the Seller’s standard packaging and delivery methods, which may incur additional costs. Unless specified otherwise in an order confirmation, (i) Products are delivered to the Purchaser’s specified address based on CPT (Carriage Paid To) terms as per INCOTERMS® 2020, (ii) shipping costs are prepaid by the Seller and included in the invoice, and (iii) ownership of the Products transfers to the Purchaser upon arrival at the destination.

2.3 The Seller reserves the right to fulfill an order in multiple shipments and to invoice separately for each shipment. The Purchaser is required to pay for delivered items, regardless of whether the order has been partially or fully fulfilled.

2.4 The Seller may, at its sole discretion, require full-lot purchases for certain Products and reserves the right to allocate inventory among customers, including affiliates and distributors, without liability for any resulting supply constraints.

2.5 Services may be performed at a location determined by the Seller. If services are conducted at the Seller’s or an authorized third-party site, the Purchaser is responsible for transportation and insurance costs. If Services are provided at the Purchaser’s location, the Purchaser must (a) provide access to necessary facilities, (b) supply requested materials, documentation, approvals, or instructions in a timely manner, and (c) ensure that the provided information is accurate and complete.

3. Use of Products

3.1 The Purchaser agrees to comply with all guidelines, specifications, and usage conditions provided by the Seller, including but not limited to product labels, safety data sheets, and technical documentation (“Use Documents”). The Purchaser is responsible for proper testing, use, and application of the Products.

3.2 Unless explicitly stated otherwise in the Use Documents, the Seller does not guarantee the safety or effectiveness of Products for food, drug, medical, cosmetic, or commercial applications. The Purchaser is solely responsible for ensuring compliance with all relevant laws, obtaining necessary permissions, and conducting independent testing to verify suitability for its intended application.

3.3 If the Use Documents specify that a Product is intended for research purposes only, the Purchaser may not use, distribute, or resell the Product for any other purpose without prior written approval from the Seller.

4. Inspection and Rejection of Nonconforming Products

4.1 The Purchaser must inspect all received Products within five (5) days of delivery (“Inspection Period”). Any discrepancies or defects must be reported in writing within this timeframe, along with any supporting documentation. If no notice is given within the Inspection Period, the Products will be considered accepted.

4.2 If the Purchaser provides timely notification of nonconforming Products, the Seller may, at its sole discretion, either (a) replace the defective items with conforming Products or (b) issue a credit or adjust the invoice accordingly. The Seller reserves the right to inspect any allegedly nonconforming Products before authorizing any replacement or refund.

4.3 Any approved returns must be processed in accordance with the Seller’s return policy as outlined in Section 8 below.

5. Pricing and Payment Terms

5.1 The Purchaser agrees to purchase Products and Services at the prices provided by the Seller, which may include prices quoted in a valid proposal or those listed on a current price list at the time of the applicable Order Confirmation. If the price changes prior to shipment, the Agreement will be deemed to include the new prices, and the Purchaser will be invoiced accordingly.

5.2 All prices are exclusive of sales taxes, use taxes, excise duties, customs fees, tariffs, or any other taxes or charges imposed by any governmental or quasi-governmental authority. The Purchaser is responsible for these taxes and charges, but not for taxes related to the Seller’s income, property, or assets

5.3 The Purchaser shall not withhold payment due to any disputes or claims against the Seller, including any set-offs.

5.4 Any late payment may result in the suspension of further shipments or Services until all outstanding amounts are paid in full. The Seller is not responsible for delays in delivery or performance caused by the Purchaser’s failure to make timely payments.

5.5 Payments are to be made to the account designated by the Seller. The Purchaser is responsible for any transaction fees, bank charges, or other costs associated with the payment process

5.6 In the event that the Purchaser becomes insolvent, files for bankruptcy, or becomes subject to any insolvency or similar proceeding, the Seller may immediately suspend or terminate this Agreement, and all outstanding payments shall immediately become due and payable. The Purchaser agrees to notify the Seller promptly if such an event occurs.

5.7 All payments under this Agreement are exclusive of any applicable sales, use, excise, VAT, or other taxes, levies, or duties imposed by any governmental authority. The Purchaser agrees to pay any such taxes or duties, or to reimburse the Seller if the Seller is required to pay them on behalf of the Purchaser.

5.8 The Seller may, in its sole discretion, assign, transfer, or delegate the collection of any payments due under this Agreement to a third-party collection agency or financial institution, provided that any such assignment or transfer will not relieve the Purchaser of its obligations under this Agreement.

5.9 Payments for Products, Services, and Software will be made in compliance with all applicable U.S. laws, including the Fair Credit Billing Act, the Truth in Lending Act, and any relevant state laws regarding payment terms and conditions.

6. Software and Use Documents License Terms

6.1 If Seller provides or licenses any software or use documents to the Purchaser, including software provided with or in connection with Products or Services (“Software”), the terms included with such Software or Use Documents will apply. In the absence of any such terms, the terms of this Agreement, including Section 6, will govern.

6.2 The Seller grants the Purchaser a non-transferable, non-exclusive license to use the provided Software and Use Documents. The Purchaser may not transfer the license to any other party unless that party agrees in writing to comply with the terms of this Agreement. Software provided in connection with Products or Services may not be transferred independently from those Products or Services.

6.3 The Software, Use Documents, and related intellectual property rights, including copyrights, are owned by the Seller, its affiliates, or third-party suppliers. The Purchaser acknowledges that ownership of the Software, Use Documents, and related intellectual property does not transfer to the Purchaser or any third party. The Purchaser agrees to comply with all applicable third-party software license agreements or notices.

6.4 The Purchaser shall: (a) use the Software and Use Documents only in connection with the Products or Services for which they are provided and for purposes consistent with their intended use; (b) not reverse engineer, disassemble, decompile, modify, or adapt the Software; and (c) not move the Software to any country in violation of export control laws or other applicable regulations.

6.5 Any replacements, fixes, or upgrades to the Software will be subject to the same restrictions and terms, unless a separate license agreement is provided. These replacements, fixes, or upgrades will be provided at prices and payment terms specified by the Seller.

7. Limited Warranties

7.1 The Seller warrants that Products will conform to the Seller’s published specifications for a period of one (1) year from the date of shipment, or for the remaining shelf life or the period before the expiration date of the Product, whichever is shorter.

7.2 The Seller warrants that Services will be performed in a professional manner, in accordance with generally accepted industry standards, and that adequate resources will be allocated to meet its obligations. Any claims for breach of this warranty must be made within ninety (90) days after the performance of the relevant Services.

7.3 The Seller warrants that the Software, including any upgrades, will materially conform to its published specifications for one (1) year from the date of delivery.

7.4 Except for the warranties stated above, the Seller makes no other warranties regarding the Products, Services, Software, or any technical assistance or information provided, including, but not limited to, warranties of merchantability or fitness for a particular purpose. Any suggestions made by the Seller regarding use, selection, or suitability of Products are not to be construed as warranties.

7.5 The limited warranties will not apply unless: (a) the Purchaser promptly notifies the Seller of the defect(s); (b) the Seller is provided with reasonable access to examine the Products, Services, or Software; and (c) the defects are verified by the Seller.

7.6 The limited warranty in Section 7.1 does not apply if the defect arises due to: (a) breach of the Purchaser’s obligations in Section 3; (b) unauthorized modifications, repairs, or servicing of Products; (c) normal wear and tear or lack of proper maintenance; or (d) use of Products beyond the shelf life or expiration date.

7.7 The limited warranty in Section 7.2 does not apply to equipment failures resulting from: (a) non-compliance with Use Documents; (b) misuse, theft, or neglect by the Purchaser or its agents; (c) accidents or shipping-related damage; (d) electrical failures; (e) acts of nature (such as vandalism or weather events); or (f) unauthorized servicing. If Seller chooses to re-perform Services under this scenario, the Purchaser may be charged for associated costs.

7.8 The limited warranty in Section 7.3 does not apply to defects arising from: (a) the Purchaser’s breach of Section 6.4; (b) failure to install required updates promptly; or (c) third-party system or network issues.

7.9 If a warranty claim is valid under the conditions stated above, the Seller may, at its discretion, either repair or replace defective Products or Software or credit the Purchaser for the price of the defective Products or Software. For Services, the Seller may re-perform the Services or credit the Purchaser on a pro-rata basis. These remedies are the Purchaser’s exclusive remedies and the Seller’s only liability for warranty breaches.

8. Returns

Products cannot be returned without the Seller’s prior written consent. The Seller reserves the right to inspect Products at the Purchaser’s site or require disposal rather than return. Returns must be in accordance with the Seller’s instructions and may incur a restocking fee. Certain Products, such as diagnostic reagents, refrigerated or frozen items, custom products, or special orders, may not be returned under any circumstances. Title to returned Products transfers to the Seller upon acceptance at the designated facility. All returned Products must be in original packaging, with the original label intact, and in unaltered condition.

9. Limitation of Liability and Indemnification

9.1 The Purchaser assumes all risks associated with the transportation, storage, or use of Products or Software, including any infringement of third-party intellectual property rights resulting from the Purchaser’s use. The Purchaser also assumes all risk for any provision or use of Services. If the Seller’s obligations are delayed or prevented by the Purchaser’s actions, the Seller will not be liable for any resulting costs, charges, or losses.

9.2 The Purchaser agrees to indemnify and hold the Seller, its affiliates, and their agents, employees, and representatives harmless from any claims, damages, losses, or expenses (including attorney’s fees) arising from: (a) the transport, storage, sale, or use of Products; (b) the Purchaser’s breach of the Agreement; and (c) any negligence or misconduct by the Purchaser or its agents.

9.3 Except as expressly stated, the Seller is not liable to the Purchaser or any third party for any claims, damages, or losses related to the Products, Services, Software, or their use. The Seller is not liable for incidental, consequential, or indirect damages, including loss of use, downtime, or loss of profits. The total liability of the Seller is limited to the purchase price of the Products, Services, or Software involved. Claims must be brought within one (1) year of delivery or performance.

10. Compliance with Laws

The Purchaser agrees to comply with all applicable laws, regulations, and ordinances, including but not limited to those related to export control, pharmaceuticals, cosmetics, food products, electronic waste, the production and use of chemicals (such as the Toxic Substances Control Act and REACH), as well as anti-bribery and anti-corruption laws (e.g., the Foreign Corrupt Practices Act and the UK Bribery Act). The Purchaser is responsible for maintaining all necessary licenses, permissions, and authorizations. The Purchaser also agrees to adhere to all relevant export and import regulations and will bear responsibility for any shipments subject to these laws. If any government authority imposes penalties, such as antidumping or countervailing duties, on the products, the Seller has the right to terminate or suspend the Agreement.

11. Termination

In addition to any other available remedies, the Seller has the right to immediately terminate the Agreement by giving written notice if the Purchaser: (a) fails to make any payment when due; (b) does not fulfill any other obligations under the Agreement, in whole or in part; or (c) becomes insolvent, files for bankruptcy, or undergoes any bankruptcy, receivership, reorganization, or similar proceedings.

12. Confidential Information

All confidential or proprietary information shared by the Seller with the Purchaser—whether oral, written, or electronic, and whether marked as “confidential” or not—is considered confidential. This includes specifications, samples, designs, business operations, pricing, customer lists, etc. The Purchaser agrees not to disclose or use this information for its own benefit, including filing patent applications based on this information, unless prior written consent is obtained from the Seller. Upon request, the Purchaser must promptly return or destroy all documents and materials received. The Seller is entitled to seek injunctive relief for any breach of this section. This confidentiality obligation does not apply to information that is: (a) publicly available, (b) known to the Purchaser at the time of disclosure, or (c) obtained from a third party without a confidentiality obligation.

13. Force Majeure

Neither party will be held in default of any obligations under the Agreement (except for payment obligations) if performance is delayed or prevented due to a Force Majeure Event. A Force Majeure Event includes occurrences beyond the control of the parties, such as natural disasters, war, terrorism, civil unrest, pandemics (e.g., COVID-19), fire, equipment failure, labor strikes, government actions, or shortages of resources. The party affected by the event must notify the other party in writing, explaining the situation, and will also inform the other party when the event ceases. The affected party will make reasonable efforts to mitigate the impact of the Force Majeure Event. Once the event concludes, both parties will resume performance of any suspended duties.

14. Miscellaneous

14.1 No Waiver
Any waiver of provisions in the Agreement by the Seller is effective only if explicitly stated in writing. A delay or failure to exercise any right or remedy under the Agreement does not constitute a waiver of that right or remedy.

14.2 Assignment
The Purchaser cannot assign or delegate any of its rights or obligations under the Agreement without the Seller’s prior written consent. Any unauthorized assignment or delegation is invalid. Assignment or delegation does not release the Purchaser from its obligations under the Agreement.

14.3 Relationship of the Parties
The parties are independent contractors, and nothing in the Agreement creates an agency, partnership, joint venture, or any fiduciary relationship. Neither party has the authority to bind or contract on behalf of the other.

14.4 No Third-Party Beneficiaries
The Agreement benefits only the parties and their permitted successors and assigns. It does not confer any rights, benefits, or remedies on any third party.

14.5 Publicity and Use of Name
The Purchaser cannot, without prior written consent from the Seller, (a) use the Seller’s name, products, services, or trademarks in marketing or publicity materials, or (b) use the Seller’s intellectual property (such as brand names or logos) for any purpose.

14.6 Governing Law and Venue
The Agreement will be governed by and interpreted in accordance with Massachusetts law, without regard to conflict-of-law principles. Any legal action arising from the Agreement must be filed in courts located in Boston, Massachusetts, and both parties consent to the exclusive jurisdiction of those courts.

14.7 Notices
Notices required by the Agreement should be sent in writing, either via courier with tracking or by registered/certified mail to the other party’s registered office or primary business address, or any other address provided by the receiving party.

14.8 Severability
If any term of the Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, the rest of the terms remain valid and enforceable, and the invalid provision will not affect the enforceability of the Agreement in other jurisdictions.

14.9 Survival
Certain provisions, such as those relating to confidentiality, payments, and legal responsibilities, will remain in effect even after the Agreement is terminated or expires. These include Sections 3, 6, 7, 9, 12, 14.6, and 14.9.

14.10 Amendment and Modification
The Agreement can only be amended or modified through a written document signed by authorized representatives of both parties.

14.11 Data Protection
The Seller may collect and process personal data from the Purchaser (such as contact information) to fulfill its obligations and manage the ongoing business relationship. The Seller’s data processing practices are governed by its privacy policy, available at www.usvanadium.com/privacy.