General Terms and Conditions for the Sale and Use of Synano’s Nano-Coolants
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1. Introduction These General Terms and Conditions (“Terms”) govern the sale and use of our proprietary nano-coolants (anti-freeze) (“Product”), whether purchased by businesses (“B2B”) or by private individuals (“consumers”), including international transactions. Where the Buyer is a consumer, these Terms apply only to the extent permitted by applicable law and do not exclude, restrict, or affect any mandatory consumer protection rights available under the laws of the Buyer’s country of residence. By purchasing, using, or accessing our Product, you agree to comply with and be bound by these Terms. If you do not agree to these Terms, you may not use our Product. 2. Proprietary Rights 2.1 Ownership: The content and formulation of our Product are proprietary to Synano and are protected by intellectual property laws. All rights, title, and interest in and to the Product, including any enhancements, modifications, or derivatives, remain with Synano. 2.2 Restrictions: You are granted a limited, non-exclusive, non-transferable, and revocable license to use the Product solely for its intended purpose. You may not:
2.3 Retention of Title: Title to the Product shall remain with Synano until full payment has been received. Buyer shall store the Product separately and clearly identified as Synano’s property until payment. 3. Use of the Product 3.1 Intended Use: The Product is intended for use as a coolant (anti-freeze) in accordance with the specifications provided by Synano. Any other use is strictly prohibited unless explicitly authorized by Synano. 3.2 Compliance: You agree to use the Product in compliance with all applicable laws, regulations, and industry standards. 3.3 Safety: You are responsible for following all safety instructions and guidelines provided by Synano. Failure to follow safety instructions may result in personal injury, property damage, or other adverse consequences. Buyer shall store and handle the Product in accordance with Synano’s instructions. Synano is not liable for defects arising from improper storage, handling, or use. 3.4 Technical Documentation: Synano shall provide a Safety Data Sheet (SDS) and any necessary technical documentation with the Product. Buyer is responsible for ensuring safe handling, storage, and disposal in accordance with applicable regulations. 4. Delivery and Shipping Costs 4.1 Delivery Terms: Delivery terms shall be defined in accordance with the agreed Incoterms specified in the purchase order or contract. 4.2 Shipping Costs: Unless otherwise agreed in writing:
4.3 Shipping Method and Carrier: Synano will use its discretion in selecting a suitable shipping method and carrier unless otherwise agreed with the buyer. If the buyer has specific shipping preferences, these must be communicated in writing and may incur additional costs. 4.4 Delivery Timeframes: Estimated delivery timeframes will be provided at the time of order confirmation. These estimates are not guaranteed, and Synano shall not be liable for any delays beyond its control. 4.5 Transfer of Risk: Risk of loss or damage to the Product shall transfer to the Buyer in accordance with the specified Incoterms. For web shop orders delivered on a Delivered At Place (DAP, Incoterms® 2020) basis, risk passes to the Buyer when the Product is placed at the Buyer’s disposal at the named place of delivery. Where the Buyer is a consumer, risk passes to the Buyer only when the Buyer, or a third party indicated by the Buyer (other than the carrier), takes physical possession of the Product, to the extent required by applicable consumer protection law. 4.6 Customs Duties and Taxes: The buyer is responsible for all customs duties, taxes, and any other import/export charges. 4.7 Packaging: Synano shall package the Product in accordance with standard industry practices. Any special packaging requests must be made in advance and may incur additional costs, which will be the responsibility of the buyer. 4.8 Notification of Shipment: Synano will notify the buyer of the shipment and provide relevant tracking information once the Product has been dispatched. 4.9 Inspection and Acceptance: The buyer is responsible for inspecting the Product upon receipt and must notify Synano of any issues or discrepancies within 10 working days. Failure to do so will be deemed acceptance of the Product as delivered. 4.10 Associated costs are included in the general terms and conditions: “Additional terms regarding sending products” from Synano. 5. International Trade Compliance 5.1 Compliance with Laws: You agree to comply with all applicable import/export control laws and regulations, including but not limited to those of the United States, the European Union, and the destination country. 5.2 Export Restrictions: You shall not export, re-export, or transfer the Product to any prohibited destination or for any prohibited end-use without obtaining necessary export licenses and approvals from the relevant authorities. |
6. Limitations of Liability 6.1 Limited Warranty: Synano warrants that, at the time of delivery, the Product will conform to the specifications expressly provided in writing by Synano. This limited warranty applies only to the condition of the Product as delivered and is the exclusive warranty provided by Synano. Synano does not warrant that the Product will meet the Buyer’s specific requirements, nor does Synano make any warranty regarding the fitness of the Product for any particular purpose, or that the use of the Product will be uninterrupted or error-free. This limited warranty does not cover defects resulting from:
6.2 No Other Warranties: Except as expressly stated in this Section, Synano makes no other representations, warranties, or guarantees of any kind, either express or implied, with respect to the Product, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. 6.3 Limitation of Liability: Synano’s total liability arising from any claim, including breach of this limited warranty, shall be limited to the amount paid by the Buyer for the specific shipment giving rise to the claim. 7. Indemnification You agree to indemnify, defend, and hold harmless Synano and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorney’s fees, arising out of or in any way connected with your use of the Product or breach of these Terms. 8. Confidentiality You acknowledge that the Product contains proprietary and confidential information of Synano. You agree to maintain the confidentiality of all proprietary information and not to disclose it to any third party without Synano’s prior written consent. 9. Force Majeure Synano shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, pandemics, and government regulations. 10. Termination Synano reserves the right to terminate or suspend your license to use the Product at any time, with or without cause, and without notice. Upon termination, you must cease all use of the Product and destroy any copies of the Product in your possession. 11. Governing Law and Dispute Resolution 11.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Netherlands. 11.2 Dispute Resolution: All disputes between the Parties in connection to this Agreement shall first be discussed in good faith between the Parties in order to try to find an amicable solution. If no solution can be found to settle the dispute within 45 days after giving notice to the defaulting Party, then the dispute shall be referred to the International Chamber of Commerce (ICC) for arbitration and finally settled in accordance with the rules of the ICC by 3 arbitrators appointed in accordance with the said rules. Proceedings shall be held in the English language in The Hague, Netherlands. 12. Miscellaneous 12.1 Entire Agreement: These Terms constitute the entire agreement between you and Synano regarding the use of the Product and supersede all prior agreements and understandings. 12.2 Amendments: Synano reserves the right to modify these Terms at any time. Any changes will be effective upon posting on our website or notifying you directly. 12.3 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. 12.4 These Terms are prepared in English. In case of discrepancy between translations, the English version shall prevail 13. Returns and Right of Withdrawal 13.1 Consumers in the EU and EEA may withdraw from a purchase within 14 days of delivery without giving a reason, by writing to info@synano.eu. 13.2 Because the Product is a regulated chemical, the right of withdrawal does not apply once packaging seals have been broken. Returned Product must be unused and in its original sealed packaging. 13.3 Return shipping is arranged by Synano to ensure safe transport of hazardous goods. Return costs are borne by the Buyer where permitted by law. Refunds are issued to the original payment method within 14 days of Synano receiving the returned Product. 13.4 Business buyers may return Product only by prior written agreement with Synano. 13.5 For questions about a return, contact info@synano.eu or +31 6 26 24 71 15. Contact Information If you have any questions or concerns about these Terms, please contact us at: Synano info@synano.eu |