TUBALL Awards. Terms of supply

TERMS OF SUPPLY

OCSiAl.ru LLC (a limited liability company incorporated in Russia with Primary State Registration Number (OGRN) 1127746102120) (on behalf of itself and its affiliates and/or subsidiaries, all together referred to as “us”, “we”, “our”, “OCSiAl”) operates the following websites: http://awards.tuball.com and http://get.tuball.com websites (hereinafter – the “Websites”).

PLEASE READ THESE TERMS CAREFULLY AND MAKE SURE THAT YOU UNDERSTAND THEM BEFORE ORDERING ANY TUBALL SAMPLE (as defined below).

1. FORMING A CONTRACT

Unless expressly agreed otherwise in writing, these Terms of Supply, together with our Terms of Use, Privacy Policy and the Safety Data Sheet (hereinafter – the “Terms”) inform you of the legal terms and conditions on which we provide you with free sample of TUBALL™ single-walled carbon nanotubes (hereinafter – “TUBALL”) in the amount of 10 (ten) grams as per your order submitted through the Websites (hereinafter – “TUBALL Sample”). TUBALL characteristics are described in the Technical Data Sheet that can be found on this page.
A contract shall be deemed to have been made when you fill out all the information required to submit an order for TUBALL Sample on the Websites, provided you agree to the Terms and provided there is no evidence that we have opposed your order within thirty days (hereinafter – the “Contract”). If you refuse to accept these Terms, you will not be able to submit an order for TUBALL Sample and the Contract will not be formed. You should print a copy of these Terms, or save them to your computer for future reference.
You hereby unconditionally and irrevocably agree that you may submit an order for TUBALL Sample only once. We reserve the right to refuse to supply and deliver TUBALL Sample to you if it appears to us that you intend to resell TUBALL Sample or for any other reason solely at our discretion. For avoidance of any doubt, TUBALL Sample acquired hereunder is being acquired solely for the use by you. You further expressly acknowledge that sale, resale or any other distribution of TUBALL Sample is strictly prohibited.
The Contract 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.
1We amend these Terms from time to time. Every time you wish to order TUBALL Sample, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on November 20, 2020.

2. DELIVERY

TUBALL Sample will be supplied to the address specified by you in an order submitted to the Website.
Title and risk for the supply of TUBALL Sample shall pass upon delivery of the TUBALL Sample to you.
We will use reasonable endeavors to fulfil your order within 6 (six) months from the date of receiving your order, however all delivery dates and terms are non-binding and are not of the essence.
The supply and delivery of the TUBALL Sample are carried out free of charge.

3. PACKING

The images on the Websites or in any other promotional materials (“Promotional Materials”) are for illustrative purposes only. Your TUBALL Sample may vary from those images.
The packaging of the TUBALL Sample may vary from that shown in images on the Websites or in any other Promotional Materials.

4. USE

We are contracting on the basis that TUBALL Samples is supplied for purposes which are wholly or mainly that of your trade, business, craft or profession and not for private consumer needs or use in any manner. By agreeing to these Terms, you confirm that you have authority to bind any business on whose behalf you place an order for TUBALL Sample.
As a condition of the supply of the TUBALL Sample, you agree:
- handle, store, apply, use or otherwise deal with TUBALL Sample only in accordance with the provisions, requirements and guidance listed in the Safety Data Sheet, other documents accompanying the TUBALL Sample or otherwise communicated to you and undertake to bear all consequences of noncompliance;
- not to copy, reproduce, duplicate, disassemble, decompile and/or reverse engineer TUBALL Sample and/or the process of its manufacture, and not to cause any third party to do the same.
- to comply with all applicable laws and regulations of the country for which TUBALL Sample is destined. We will not be liable or responsible if you break any such law.

5. REPRESENTATIONS OR WARRANTIES

YOU ACKNOWLEDGE THAT IN ENTERING INTO THIS CONTRACT YOU DO NOT RELY ON ANY STATEMENT, REPRESENTATION, ASSURANCE OR WARRANTY (WHETHER MADE INNOCENTLY OR NEGLIGENTLY) THAT IS NOT SET OUT IN THESE TERMS.
YOU ALSO ACKNOWLEDGE, REPRESENT AND WARRANT THAT YOU ARE AWARE OF THE FACT THAT TUBALL SAMPLE IS POTENTIALLY HAZARDOUS, THAT ANY OPERATIONS WITH TUBALL SAMPLE SHOULD BE CARRIED OUT STRICTLY IN ACCORDANCE WITH MSDS ACCOMPANYING TUBALL SAMPLE, YOU HAVE THE KNOWLEDGE OF THE PRECAUTIONARY MEASURES WHICH SHALL AND SHOULD BE TAKEN WHEN TREATING TUBALL SAMPLE AND YOU HAVE ALL THE SKILLS AND EQUIPMENT NECESSARY FOR SAFE TREATMENT OF TUBALL SAMPLES.
WE WARRANT THAT TUBALL SAMPLES CONFORM TO THE TECHNICAL DATA SHEET AND WE GIVE NO FURTHER WARRANTY OR UNDERTAKING, AND MAKE NO FURTHER REPRESENTATION, REGARDING THE TUBALL SAMPLES. WE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIM ALL FURTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE TUBALL SAMPLES. WITHOUT LIMITATION, WE MAKE NO REPRESENTATION OR WARRANTIES, EITHER EXPRESSED OR IMPLIED, ABOUT THE ACCURACY, SUITABILITY, CONTENT, OPERABILITY, RELIABILITY, COMPLETENESS OR TIMELINESS OF TUBALL SAMPLES.

6. LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE CONTRACT, THE TERMS AND/OR TUBALL SAMPLE. ALL SUCH CLAIMS ARE HEREBY EXPRESSLY DISCLAIMED BY YOU, WAIVED AND RELEASED AS A MATERIAL CONDITION OF AND AS CONSIDERATION FOR US PROVIDING YOU WITH THE TUBALL SAMPLE.
IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF CONTRACT AND/OR TUBALL SAMPLE (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS, GOODWILL, REVENUE, ANY WASTED EXPENDITURE, OR ANY LOSS OR CORRUPTION OF DATA OR OTHER ECONOMIC ADVANTAGE), WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF WE HAS BEEN PREVIOUSLY ADVISED OR WE WERE ACTUALLY AWARE OF THE POSSIBILITY OF SUCH DAMAGES. ALL SUCH DAMAGES ARE HEREBY EXPRESSLY DISCLAIMED BY YOU, WAIVED AND RELEASED AS A MATERIAL CONDITION OF AND AS CONSIDERATION FOR US PROVIDING YOU WITH THE TUBALL SAMPLE.
IN CASE THE SUPPLIED TUBALL SAMPLE DOES NOT CONFORM TO THE TECHNICAL DATA SHEET, OUR LIABILITY IS LIMITED TO PROVISION OF ANOTHER TUBALL SAMPLE TO YOU FREE OF CHARGE.

7. INDEMNITY

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS US, OUR AFFILIATES AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL LIABILITIES, COSTS, DEMANDS, LAWSUITS, DAMAGES, LOSSES, CLAIMS, ACTIONS, PROCEEDINGS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES, SUFFERED OR SUSTAINED BY US IN CONNECTION WITH AND/OR ARISING OUT OF OR IN CONNECTION WITH THE TUBALL SAMPLE AND/OR ITS USE, STORAGE OR ANY OTHER PROCESSING BY YOU.

8. ASSIGNMENT

We are entitled to sub-contract, cede, assign and transfer any or all of our rights, title and interest in and to the Contract and/or the Terms to a third party without your consent or notice.
You may only transfer your rights or your obligations under these Terms to another person if we agree to that in writing prior to such transfer.

9. EVENTS OUTSIDE OUR CONTROL

1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by an Event Outside Our Control. An “Event Outside Our Control” means any act or event beyond our 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.
2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
  1. we will notify you as soon as reasonably and practically possible; and
  2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of TUBALL Sample to you, we will arrange a new delivery date with you after the Event Outside Our Control is over if the duration of the Event Outside Our Control did not exceed 3 (three) months.

10. COMMUNICATIONS BETWEEN US

When we refer, in these Terms, to “in writing”, this will include e-mail.
Any notices, demands or any other correspondences whatsoever shall be deemed to be communicated to you in writing if the same is sent by e-mail or by pre-paid post to the address you provide to us in your order.
All notices or correspondence from you to us must be in writing and sent to us at the address or email specified below:

Address: OCSiAl, 29/2 Kalanchevskaya street, Moscow, the Russian Federation, 107078;

Email: get@tuball.com.

11. APPLICABLE LAW AND JURISDICTION

The Contract and any dispute or claim arising out of or in connection with the Contract, these Terms or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
We both irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with Contract, these Terms, their subject matter or formation (including non-contractual disputes or claims) as well as arising in connection with or out of TUBALL Samples.

12. OTHER IMPORTANT TERMS

This Contract is between you and us. No other person shall have any rights to enforce any of its terms.
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.
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.
These Terms, the Safety Data Sheet, Terms of Use and Privacy Policy 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.
These Terms, and any Contract between us, are in the English language only.