Terms of Sale

Effective date: August 29, 2023

Revision date: October 30, 2023

Vendor: Oocap Inc., United States

All sales are subject to and expressly conditioned upon the terms and conditions contained herein, and upon buyer's assent thereto. No variation of these terms and conditions will be binding upon seller unless agreed to in writing and signed by an officer or other authorized representative of seller.

1. Technical Support
2. Payments
3. Vendor's Corporate Information
4. Shipping, Insurance & Handling (S&H)
5. Taxes and Customs Charges
6. Warranties
7. Product Specifications
8. Return Shipments
9. Cancellation
10. Patent Infringements
11. Disputes

1. Technical Support

At the buyer's request, the seller may provide technical assistance and information regarding the products sold. The technical assistance and information provided by the seller are for guidance purposes only and should not be relied upon as a substitute for professional advice. Unless otherwise agreed in writing, all such technical assistance and information will be provided without any representation or warranty. You, as the user, assume sole responsibility for the results obtained in relying on this information.

Seller makes no warranties of any kind or nature with respect to technical assistance or information provided, including without limitation any implied warranty or merchantability or fitness for a particular purpose. Any suggestions by the seller regarding use, application, or suitability of the products shall not be construed as an express or implied warranty.

The seller will not be liable for any damages resulting from the use of technical assistance or information provided by the seller.

2. Payments

1. For institutional purchase orders, payment is due 30 days from the date of the invoice, unless otherwise agreed upon in writing. Any overdue payments will incur a late payment fee of 1.5% of the outstanding amount per month.
2. Please ensure to reference the Vendor's order ID number, which is the same as the invoice number, when making payment.
3. If paying by check, please follow the instructions provided at the time of order submission and mail it to the mailing address listed on the invoice.
4. For wire transfers, please refer to the information provided on the invoice or the instructions sent at the time of order submission.
5. The proforma invoice amount is due in advance, and the balance is due 30 days from the date of the invoice, unless otherwise agreed upon in writing.
6. For international orders, a customs declaration detailing the product costs must be placed on the outside of the package. However, the end-user invoice, which is separate from the customs declaration and includes shipping costs, should be relied upon for payment procedures, banking details, and the amount to be paid. The end-user invoice will match the purchase order submitted by the end-user if the order was submitted through purchase order. Please disregard any documents meant for customs officials only.
7. Credit cards may not be applicable for large orders. Please contact your Sales Representative if you need to make a large online payment.
8. An Irrevocable Letter of Credit (or equivalent) may be required for large orders, unless otherwise stated in the quote or purchase order.

3. Vendor's Corporate Information

You may need the below corporate information while submitting an order with us:

• Company Name: Oocap Inc.
• Address: PO Box 16666, Las Cruces NM 88004, USA
• Phone: (575) 323-1082
• Company Type: C Corporation
• EIN: 35-2529388
• DUNS: 079856007
• CAGE: 7E2B3

If you need a signed W-9 form, please contact us.

4. Shipping, Insurance & Handling (S&H)

1. All prices and/or quotations listed or received are FOB Las Cruces, NM, USA, unless otherwise specified in writing. In addition to product prices, each order is subject to shipping and handling fees, which will vary based on shipping speed and destination. Shipping charges will be added to the invoice when shipment freight terms are prepaid ("Freight Prepaid"). If desired, the buyer may request shipment by "Freight Collect", in which case the seller will use the buyer's shipping accounts or procedures.
2. Whenever possible, the seller will ship products by the method specified on the buyer's order, working closely with selected carriers for optimal service. Deviating from the list of selected carriers may result in additional expenses and shipment delays. If necessary, the seller may utilize other carriers to ensure timely and cost-effective delivery.
3. The seller shall not be liable for any delay in delivery or failure to deliver due to any cause beyond its reasonable control, such as natural disasters, labor disputes, or transportation disruptions. The seller will make all reasonable efforts to inform the buyer of any such delay and provide updated delivery estimates.

5. Taxes and Customs Charges

1. Depending on the originating location ("FROM") and the destination country or region ("TO"), orders may be subject to sales tax. If applicable, the sales tax will be automatically charged and indicated on the invoice.
2. Any taxes, fees, or charges imposed by any government authority, including sales taxes, excise taxes, duties, customs fees, inspection/testing fees, or any other taxes or fees of any nature whatsoever, that are collected by the related authority must be paid directly by the buyer to the competent authorities. If the buyer has exemption status on any of these taxes, fees, or charges, they must provide the exemption certificate or other acceptable documentation to the taxing authority imposing the tax, fee, or charge at the time of order submission. In the event that the seller is required to pay any such tax, fee, or charge, the buyer shall reimburse the seller within 30 days from the date of the invoice.
3. The buyer is responsible for obtaining any necessary permits, licenses, or other documents required for the import, export, or transit of the products ordered. The buyer is also responsible for ensuring that the products ordered comply with all applicable laws and regulations in the destination country or region. The seller is not responsible for any costs or delays incurred due to the buyer's failure to comply with these requirements.
4. Any customs clearance or import duties levied on goods by the customs authorities of the destination country shall be the sole responsibility of the buyer. The seller shall not be liable for any delay, loss, or damage arising out of or in connection with any such customs clearance or import duties.

6. Warranties

1. The seller warrants that its products shall conform, in a reasonable manner, to the description of said products, as provided to the buyer by the seller through the seller's website, catalog, analytical data, or other literature of the seller. The buyer assumes all risk and liability resulting from the use of the products delivered hereunder, whether used singly or in combination with other products, as the risks associated with some materials are not known, and still subject to developing research findings.
2. Due to the unpredictability of product customization, the lead time may be longer than the one initially quoted. Any warranty with respect to the lead time is expressly excluded.

7. Product Specifications

The seller reserves the right to change product specifications without prior notice to the buyer. The buyer assumes all risk and liability resulting from any issues arising from these specification changes and will not hold the seller liable for damages.

8. Return Shipments

1. Shipments ordered can be returned only after a written authorization from vendor has been granted; returns must be within 30 days of the receipt of the shipment. All the returned items are subject to the restocking charge of 30 % total product price. The buyer must pay all the shipping charges. This policy is not applicable to any items that have been opened or used.
2. Only items authorized by seller for return will be accepted. Final disposition of returned goods will be made only after receipt and inspection of goods. Collect shipments will not be accepted unless previously authorized. Material returned requiring disposal may incur additional charges.
3. In the event of damage or loss in transit, the buyer must notify the seller and the carrier within 5 business days of receipt of goods. The buyer is responsible for retaining all packaging materials and damaged goods until an inspection by the carrier can be made. Any claims made after 5 business days of receipt of goods may not be honored.
4. Returns will not be accepted for any custom-made or modified items unless the item is defective, damaged or does not meet the specifications agreed upon in writing between the buyer and seller.

9. Cancellation

1. If an order is delayed for more than one month, the buyer may choose to cancel the order.
2. Any cancellations must be made before the order is shipped.
3. In the event of a cancellation, the seller reserves the right to charge the buyer for any work already completed or materials purchased for the order. The seller will make every effort to minimize these charges and provide a fair and reasonable cancellation fee.
4. The seller shall not be liable for any damages or losses, including consequential or incidental damages, resulting from a cancellation of an order.
5. Custom orders cannot be cancelled once they have been placed and are non-refundable. Custom orders are defined as any orders that require product modifications or customizations, including but not limited to, special sizes, purities, materials, or treatments. The buyer is responsible for ensuring the accuracy of all specifications and requirements for custom orders, as seller cannot be held liable for any issues arising from incorrect or incomplete information provided by the buyer. Any changes to custom orders must be approved in writing by the seller and may result in additional fees and/or delays in delivery.

10. Patent Infringements

The buyer shall indemnify and hold the seller harmless from and against any and all claims, damages, liabilities, costs and expenses, including reasonable attorneys' fees, arising out of or in connection with any claim, suit or proceeding alleging that the products delivered by the seller infringe any patent or other intellectual property right of any third party.

In the event of such a claim, the seller shall have the right, at its option and expense, to:

1. procure for the buyer the right to continue using said product,
2. replace the infringing product with a non-infringing product, or,
3. modify the infringing product so that it becomes non-infringing.

11. Disputes

1. All obligations under this contract are deemed to be performed at the registered office of Oocap Inc. in the United States.
2. In the event of any dispute arising from this order or any of its terms and conditions, both parties shall first attempt to resolve the dispute through negotiations in good faith. If the parties are unable to resolve the dispute within 30 days, the dispute shall be resolved through arbitration in accordance with the rules of the American Arbitration Association. The place of arbitration shall be in the State of New Mexico, USA.
3. This order and its terms and conditions shall be governed by the laws of the State of New Mexico, USA, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980, shall not apply to this contract. Any disputes arising from this contract shall be subject to the exclusive jurisdiction of the courts of the State of New Mexico, USA.