Terms and Conditions
This document (together with our Terms of Website Use and the Safety Data Sheet) tells you information about us and the legal terms and conditions (Terms) on which you may participate in the Integrated Nanotube Commercialization Award Program (Program) and subsequently purchase single wall carbon nanotubes (Products, or SWCNT) listed on our website http://www.inanocomm.org (our site), or order free samples (Samples) of the Products that may be available for order on our site from time to time.
These Terms will apply to any application for the Program no matter what method you use to apply, as well as to any contract between us for the sale of Products or supply of free samples of Products to you (Contract), no matter what method you use to make your purchase or order. Please read these Terms carefully and make sure that you understand them before applying for the Program and/or ordering any Samples. Please note that before applying for the Program or ordering Samples via our site you will be asked to agree to these Terms. Please tick the box next to the words “I have read and accept the terms and conditions” if you accept them. Please note that if you choose to apply for the Program by filling in the PDF form and emailing it to firstname.lastname@example.org, you will also be asked to agree to these Terms. Please tick the box next to the words “I have read and accept the terms and conditions published on http://www.inanocomm.org/terms-and-conditions” if you accept them. If you refuse to accept these Terms, you will not be able to apply for the Program or order any Sample from our site. You should print a copy of these Terms or save them to your computer for future reference.
We are contracting on the basis that the Products and/or the Samples are supplied for the purposes of research and development only including laboratory testing and assessment of the properties of the Products, identification of prospects for application of the Products in your products or performance of testing of the Products (Purpose) and not for private consumer use in any manner.
These Terms shall apply to the exclusion of and shall prevail over any terms and conditions of contract imposed or sought to be imposed by you at any time.
We amend these Terms from time to time. Every time you wish to apply for the Program or order Samples, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on January 16, 2014.
1. INFORMATION ABOUT US
1.1. We operate the website http://www.inanocomm.org. We are OCSiAl LLC, a company registered in Delaware, United States under file number 5463012 and with our registered office at 108 West 13th st, Wilmington, New Castle, Delaware 19801, USA. Our two offices are at 20 S Third St, Suite 210, Columbus, Ohio 43215, USA and 1804 Embarcadero Rd, Suite 202, Palo Alto, California 94303, USA.
1.2. To contact us, please see our Contacts page. If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 14.
2.1. General Description
2.1.1. The Program that we administer is a 1 metric ton (1,000 kg) matching award program for SWCNT.
2.1.2. The purpose of the Program is to stimulate research and applications for the mass commercialization of carbon nanomaterials by providing cost-effective SWCNT at high volume.
2.1.3. Each winner of the Program will be awarded with a 50% discount of the purchase price in respect of the total quantity of SWCNT required for the winner’s research (subject to limitations set forth in clause 2.2.4).
2.1.4. The Program is sponsored by OCSiAl S.A., a public limited liability company (registration number B 167533), established and existing under the laws of the Grand Duchy of Luxembourg with its registered office at 33, rue du Puits Romain, L-8070 Bertrange, Luxembourg.
2.2. Application Requirements
2.2.1. All universities and research institutions from the U.S, Canada and Australia are eligible to apply for the Program. Priority will be given to research projects that are pursuing large-scale applications of nanotubes with the potential for breakthrough global impact in advancing nanotechnology, however all researchers working with or looking to work with carbon nanotubes are encouraged to apply.
2.2.2. The application for the Program may be made either by completing this form on our site or by completing this PDF form and emailing it to email@example.com. Please note that all required fields must be filled in.
2.2.3. A minimum total quantity of SWCNT required for the research shall be 100 (one hundred) grams.
2.2.4. A maximum total quantity of SWCNT that may be indicated in the application as the quantity required for the research is 50 (fifty) kilograms.
2.2.5. Applications will be evaluated based on their advancement of the following criteria:
− Technical Merit: how unique and different the project is compared to current practices;
− Commercial Merit: how easily the project can be used in industry, such as scalability or ability to solve a common problem;
− Potential for Breakthrough Global Impact in Commercializing and Advancing Nanotechnology: how likely the research will lead to an outsized impact.
2.3. Decision Making and Notification of Winners
2.3.1. Proposals are accepted on a rolling basis starting November 1, 2014. Decisions on granting the awards are made on a quarterly basis throughout 2015.
2.3.2. You agree that we determine the winners of the Program in our sole discretion and are not obliged to explain our reasons or considerations to you or any other person. You also agree that the minimum or maximum number of the winners is not determined in advance.
2.3.3. The potential winner(s) will be selected and notified by telephone and/or email, at our discretion, within a reasonable period of time after the decision is made. Unless requested otherwise by the winner, we will also publish the name and logo of the winner on this page. An award recipient list will also be published or updated no later than 15 calendar days after the end of each quarter on this page.
2.4. Obligations after the Receipt of the Award
2.4.1. After you have been selected as a winner of the Program, we are obliged to make available to you the total quantity of SWCNT required for your research (as indicated in your application). We will also provide you with a 50% discount of the purchase price in respect of the total quantity of SWCNT required for your research.
2.4.2. By submitting an application for the Program, you become bound to purchase and pay (subject to 50% discount) for the total quantity of SWCNT required for the research (as indicated in your application), except when (i) the prices have been changed in accordance with clause 10.2, and/or (ii) a Force Majeure Event (as defined in clause 13.2) has occurred, and/or (iii) another event substantially preventing the purchase (including, but not limited to termination of financing for your project) has occurred.
2.4.3. The time period within which you will pay for and we will deliver SWCNT shall be mutually agreed upon. You expressly agree that we are not bound to provide you with SWCNT by the date which you have indicated in your application for the Program as the date by which materials are required.
2.5.1. The total amount of the awards within the Program (currently, 1 metric ton (1,000 kg) of SWCNT) is the total amount which may be decreased or reduced by us at any time without notice.
2.5.2. The statement published here, which says that Materials procured through the Program amount to a cost reduction over 95% compared to similar quality carbon nanomaterials from other sources, is based on information regarding the prices of other single war carbon nanotube materials available to us and believed by us to be reliable, but no representation or warranty can be made as to the accuracy of such information or that circumstances have not changed since the date such information was supplied to us.
2.5.3. If you are selected as the winner of the Program, all disclaimers and limitations of liability provided in clause 11 and clause 12 shall apply to your purchases of the Products.
3. OUR PRODUCTS
3.1. The Products are described on this page. Under these Terms, we sell and you purchase or we supply free of charge and you accept and agree to use our Products or the Samples of our Products in accordance with the provisions and guidance in the accompanying Safety Data Sheet relating to the Products.
3.2. The images of the Products on our site are for illustrative purposes only. Your Products or Samples may vary slightly from those images.
3.3. Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements relating to our Products indicated on our site have a 2% tolerance.
3.4. The packaging of the Samples or of the Products may vary from that shown in images on our site.
3.5. Samples of our Products are subject to availability. We will inform you by e-mail or by telephone as soon as possible if the Sample you have ordered is not available and we will not process your order if made.
4. HOW WE USE YOUR PERSONAL INFORMATION
4.1. We will collect the following personal data from you: the names and positions of your personnel, institutional email addresses, phone numbers and delivery addresses.
4.2. The information we collect allows us to: identify and contact you during the administration of the Program; supply the Samples you have ordered; administer our site and provide customer services; meet legal, regulatory and compliance requirements; gather management information to form statistical and trend analysis; communicate with you; investigate any complaints about our site; personalize your experience of our site. We will share your personal data with our group companies for the above purposes and for the purposes which are described in clause 4.3.
4.3. You agree that unless expressly requested otherwise we may use your name and logo in our marketing and promotional materials, including but not limited to, website listings of Program winners and customers, presentations, flyers, advertisements, publications in media.
4.4. From time to time, we may wish to provide you with information about the Program or our Products which may be of interest to you. If you do not wish to receive such information, please contact us at firstname.lastname@example.org.
We use the following categories of cookies on our site:
Category 1: Performance Cookies
These cookies collect anonymous information on how people use our site. For example, we use Google Analytics cookies to help us understand how customers arrive at our site, browse or use our site and highlight areas where we can improve areas such as navigation, shopping experience and marketing campaigns. The data stored by these cookies never shows personal details from which your individual identity can be established.
Category 2: Targeting cookies or advertising cookies
These cookies collect information about your browsing habits in order to make advertising more relevant to you and your interests. They are also used to limit the number of times you see an advert as well as help measure the effectiveness of an advertising campaign. The cookies are usually placed by third party advertising networks. They remember the websites you visit and that information is shared with other parties such as advertisers. For example, we use third party companies such as Google Analytics to provide you with more personalised adverts when visiting other websites.
Category 3: Social Media Cookies
These cookies allow you to share what you’ve been doing on the website on social media such as Facebook and Twitter. These cookies are not within our control. Please refer to the respective privacy policies for how their cookies work.
If you want to delete any cookies that are already on your computer, please refer to the help and support area on your internet browser for instructions on how to locate the file or directory that stores cookies.
Information on deleting or controlling cookies is available at www.allaboutcookies.org. Please note that by deleting our cookies or disabling future cookies you may not be able to access certain areas or features of our site.
To find out more about cookies please visit: www.allaboutcookies.org or see www.youronlinechoices.eu which contains further information about behavioural advertising and online privacy.
4.6. Some of the web pages on our site may contain electronic images known as Web beacons (sometimes known as clear gifs) that allow us to count users who have visited these pages. Web beacons collect only limited information including a cookie number, time and date of a page view, and a description of the page on which the Web beacon resides. We may also carry web beacons placed by third party advertisers. These beacons do not carry any personally identifiable information and are only used to track the effectiveness of a particular campaign.
4.7. In the event that our business is sold or integrated with another business, your details will be disclosed to our advisers and any prospective purchaser’s adviser and will be passed to the new owners of the business.
4.8. If you have any questions about these statements and your personal information, please contact us at email@example.com in accordance with clause 14.
5. THE AGREEMENT
5.1. You confirm that you have authority to bind any business on whose behalf you apply for the Program or order Samples from us.
5.2. These Terms, the Safety Data Sheet and our Terms of Website Use constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
5.3. You acknowledge that in entering into this agreement you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
5.4. You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
6. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
6.1. Purchasing Products
6.1.1. After you are selected as the winner of the Program, we will send you a quote specifying the type, quantity, price, payment and delivery terms of the Products (Quote).
6.1.2. Please take the time to review our Quote before signing it or accepting our Quote by sending a purchase order in any form to us (Purchase Order). You are responsible for ensuring that the Quote is complete and accurate.
6.1.3. Our Quote constitutes an offer by us to sell the Products to you in accordance with these Terms. Your signing and returning of the Quote or sending a Purchase Order to us within the period of time which is indicated in the Quote signifies your acceptance of the Quote and these Terms. The Contract between us will only be formed when you return the signed Quote that we have sent to you or send a Purchase Order accepting such Quote to us. After receiving the signed Quote or Purchase Order we will proceed with dispatching the Products and we will send an e-mail confirming that the Products have been dispatched (Dispatch Confirmation) and the invoice to you.
6.1.4. Your Purchase Order which differs from the terms specified in our Quote constitutes an offer by you to purchase the Products in accordance with these Terms. We will confirm our acceptance of your Purchase Order by sending you the Dispatch Confirmation. We will also send the invoice to you. The Contract between us will only be formed when we send you the Dispatch Confirmation.
6.2. Ordering Samples
6.2.1. In order to place an order for Samples on our site, please go to our "Samples" page and fill in the form.
6.2.2. You are responsible for ensuring that your order is complete and accurate. Please take the time to read and check your order before placing it on our site.
6.2.3. Your order constitutes an offer by you to acquire the Samples in accordance with these Terms. After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 6.2.4.
6.2.4. We will confirm our acceptance to you by sending you an e-mail that confirms that the Samples have been dispatched (Dispatch Confirmation). The Contract between us will only be formed when we send you the Dispatch Confirmation. You may cancel your order by sending a cancellation email to us at firstname.lastname@example.org provided that we receive your email at any time prior to sending the Dispatch Confirmation to you.
6.2.5. If we are unable to supply you with a Sample, for example because that Sample is not in stock or no longer available, we will inform you of this by e-mail and we will not process your order. We hereby disclaim any liability for rejected orders.
7. YOUR USE OF THE PRODUCTS AND SAMPLES
7.1. You agree to use the Products and/or the Samples only for the Purpose.
7.2. You agree not to copy, reproduce, duplicate, disassemble, decompile and/or reverse engineer the Products and/or the Samples, and/or the process of its manufacture, and not to cause any third party to do the same. Prohibited use of the Products and/or the Samples by you further includes but not limited to the use of the Products and/or the Samples to file a patent application in any country using information about the Products and/or the Samples.
8.1. We will use reasonable endeavours to fulfil your order by the estimated delivery date set out in the Dispatch Confirmation. Occasionally, if we are unable to meet the estimated delivery date, we will contact you with a revised estimated delivery date. All delivery dates are non-binding and are not of the essence unless expressly referred to as binding and/or of the essence.
8.2. If no one is available at your delivery address to take delivery, we will leave you a note that the Products and/or the Samples have been returned to our warehouse, in which case, please contact us to rearrange delivery. Re-delivery of the Products and/or the Samples is at your expense.
8.3. You own the Products once we have received payment in full, including all applicable delivery charges. Delivery will be completed (and risk shall pass) when we deliver the Products to the delivery address which is indicated in the Dispatch Confirmation, and the Products will be your responsibility from that time. We are entitled to make partial deliveries.
8.4. You may return the Products to us within thirty (30) calendar days from the completion of delivery, if you discover that the Products do not comply with the Technical Data Sheet supplied with such Products. In such case you are required to return the Products in their original condition and in their original packaging. We will issue a refund for the full purchase price of the Products to you and we will be responsible for return shipping costs of such Products to us.
8.5. In case of the Samples, the title and risk shall pass on delivery of the Samples to you. The provisions of clause 8.4 in relation to return and refund do not apply to the Samples.
9. INTERNATIONAL DELIVERY
9.1. We deliver to the countries listed on this page (International Delivery Destinations). However, there are restrictions on some Products for certain International Delivery Destinations, so please review the information on that page carefully before applying for the Program or ordering the Samples. If you cannot access this page, we can supply you with the list or inform you of the relevant countries on request.
9.2. If you purchase the Products or order the Samples for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
9.3. You must comply with all applicable laws and regulations of the country for which the Products or the Samples are destined. We will not be liable or responsible if you break any such law.
10. PRICES, DELIVERY CHARGES AND PAYMENT
10.1. The prices of the Products will be as quoted on this page. You may use our cost calculator on the bottom of that page to calculate the price of the Products to be purchased by you in case of winning the Program, as well as the amount of the discount, depending on the total quantity of the Products required for your research.
10.2. Prices for our Products may change from time to time. Such changes will not affect any Contract which has already been formed (as defined in clause 6). If the prices for the Products change after you submit your application for the Program, but before the Contract is formed, and you are selected as a winner of the Program, you will be free to either accept the award and purchase SWCNT subject to the changed prices, or refuse to accept the award.
10.3. The price of the Products does not include taxes and delivery charges. Our Quote or our Dispatch Confirmation (if your Purchase Order constitutes an offer) will indicate the total amount including the delivery charges and taxes (where applicable) which is payable for the Products.
10.4. You can pay for Products via bank transfer or using a debit card or credit card. We accept the following cards: Visa, MasterCard, Maestro, Discover, American Express. The period when you should pay for the Products is indicated in the Quote or Dispatch Confirmation (if your Purchase Order constitutes an offer).
10.5. All Samples are supplied to you free of charge.
10.6. Delivery of the Samples which you order is at our expense.
11. INFORMATION IN RELATION TO THE PRODUCTS AND SAMPLES
11.1. The Products and the Samples correspond to the chemical composition indicated in the Technical Data Sheet, and we give no further warranty or undertaking, and make no further representation, regarding the Products and/or the Samples, which are supplied on an “as is” basis. The express provisions of these Terms are in place of all warranties, representations, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise (including implied undertakings of satisfactory quality, conformity with description, fitness for purpose and reasonable skill and care), all of which are hereby excluded to the maximum extent permitted by law.
11.2. You acknowledge that you aware of the fact that the Products and/or the Samples are potentially hazardous and that any operations with the Products and/or the Samples should be carried out strictly in accordance with the Safety Data Sheet. You also confirm that you have the knowledge of the precaution measures which should be taken when treating the Products and/or the Samples and have all the skills and equipment necessary for safe treatment of the Products and/or the Samples.
11.3. You agree to indemnify, defend, and hold harmless us and our directors, officers, employees, contractors, agents, successors, and assigns from and against all liabilities, costs, lawsuits, damages, losses, claims, and expenses, including, without limitation, attorneys’ fees and expenses, arising out of or in connection with the Products and/or the Samples and/or the use thereof by you.
12. OUR LIABILITY TO YOU
12.1. Nothing in these Terms limit or exclude our liability for:
12.1.1. death or personal injury caused by our negligence;
12.1.3. any other liability which cannot be excluded or limited by law.
12.2. Subject to clause 12.1, under no circumstances shall we be liable to you for any of the following types of loss or damage arising under or in relation to the Contract and/or the Products and/or the Samples (whether arising for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty or otherwise):
12.2.1. any loss of profits, business, contracts, anticipated savings, goodwill, revenue, any wasted expenditure, or any loss or corruption of data (regardless of whether any of these types of loss or damage are direct, indirect or consequential); or
12.2.2. any indirect or consequential loss or damage whatsoever, even if we were aware of the possibility that such loss or damage might be incurred by you.
12.3. Subject to clause 12.1 and clause 12.2, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed $500.
13. FORCE MAJEURE EVENT
13.1. None of the Parties will be liable or responsible for any failure to perform, or delay in performance of, any of the obligations under a Contract that is caused by a Force Majeure Event. A Force Majeure Event is defined below in clause 13.2.
13.2. A Force Majeure Event means any act or event beyond the Party’s reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
13.3. If a Force Majeure Event takes place that affects the performance of either Party’s obligations under a Contract:
13.3.1. such Party will notify another Party as soon as reasonably possible; and
13.3.2. such Party’s obligations under a Contract will be suspended and the time for performance of such obligations will be extended for the duration of the Force Majeure Event. Where the Force Majeure Event affects our delivery of the Products and/or the Samples to you, we will arrange a new delivery date with you after the Force Majeure Event is over.
14. COMMUNICATIONS BETWEEN US
14.1. When we refer, in these Terms, to "in writing", this will include e-mail.
14.2. If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
14.3. Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, e-mail, or posted on our website.
14.4. A notice or other communication shall be deemed to have been received: if delivered personally, when left at our trading address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if sent by e-mail, one Business Day after transmission; or, if posted on our website, immediately.
14.5. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
14.6. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15. OTHER IMPORTANT TERMS
15.1. We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
15.2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
15.3. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
15.4. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
15.5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
15.6. These Terms, a Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the state of California.
15.7. We both irrevocably agree that the courts of the state of California shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, a Contract or its subject matter or formation (including non-contractual disputes or claims).