General terms and conditions

General: The following statement outlines the current Terms and Conditions of business governing the provision of services and/or sale of products by Nanosene (Pty) Ltd (“Nanosene”) to Clients. Any agreement involving the provision of Services and/or sale of Products by Nanosene to its Clients will be subject to the terms outlined herein and in the Service Terms.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions. For the purposes of these terms, the following terms shall have the following meanings –

1.1.1 “Client” means the person or entity which has executed the Service Proposal to receive the Services; and/or the person or entity that purchases Products from Nanosene;

1.1.2 “Nanosene” means Nanosene (Pty) Ltd, a company incorporated under the laws of South Africa with company registration number 2021/139210/07;

1.1.3 “Parties” means Nanosene and Client and “Party” means either one of them;

1.1.4 “Personnel” means any employee, contractor or representative of an entity;

1.1.5 “Product” means any reagent, consumable, or other products offered by Nanosene that are purchased by the Client or received as a free product sample;

1.1.6 “Report” means an evaluation report detailing the results obtained and conclusions made pursuant to the Services;

1.1.7 “Services” refers to the range of services offered by Nanosene, including analytical services, custom synthesis, consulting services, and any other services outlined in the Service Proposal;

1.1.8 “Service Proposal” means a proposal submitted to the Client by Nanosene for the supply of Services to the Client which has been duly signed and accepted by the Client.

1.1.9 “Service Terms” refers to the document outlining the standard terms of business under which Nanosene provides its services to clients. This document will be provided to the Client alongside the Service Proposal; and

2. PRODUCTS

2.1 Uses

Our Products have been developed for use in scientific research only. The use of our Products for human medical treatment, diagnostic purposes, or pharmaceutical applications is only permitted when authorized by both the Client and the user in compliance with relevant laws and regulations. Additionally, approval from the appropriate government agencies may be required as necessary.

2.2 Products marketed for RESEARCH USE ONLY

Products marketed by Nanosene for Research Use Only do not have the approval or clearance of the U.S. Food and Drug Administration (“FDA”) or other regulatory approval, clearance or registration for in vitro diagnostic (“IVD”) use. No license is conveyed or implied for Client to use, and Client agrees not to use, such Products in any manner requiring FDA or other regulatory approval, clearance or registration relating to IVD use. Use Restrictions. Except as otherwise approved by Nanosene in writing, Client is not licensed to, and agrees not to: (a) resell any Nanosene-supplied products or service, (b) transfer, or distribute any Nanosene-supplied product or service, directly or indirectly, to any third party for any purpose or use, (c) use or allow anyone to use any Nanosene-supplied product more than once, or (d) dilute or reverse engineer any Nanosene-supplied product.

2.3 Specifications

(a) Our specifications regarding volume, weight, composition, and quality may be subject to slight deviations at our discretion.

(b) Unless specified otherwise in these general terms and conditions, all legal liabilities shall apply. In the event of any objections arising from defects in goods delivered by us, deficiencies in quantity, or deviations in kind, the Client must notify us in writing within two weeks of delivery. Any objections regarding hidden defects must be promptly reported upon discovery. Goods for which objections have not been raised within the specified deadlines will be considered approved and accepted.

3. SERVICES

Any Client requesting Services from Nanosene must first sign and accept a Service Proposal provided by Nanosene, which stipulates the details and terms of the Service to be provided. The Service Proposal, along with the Service Terms, constitutes the entire agreement between the Parties regarding the subject matter thereof. No agreements, representations, or warranties other than those set out herein are binding on the Parties.

DISCLAIMER

NANOSENE MAKES NO REPRESENTATIONS AND, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES OR THE DELIVERY THEREOF, AND IN PARTICULAR DISCLAIMS THAT THE REPORTS WILL BE FREE FROM ERROR OR FIT FOR A PARTICULAR PURPOSE, AND THE CLIENT SHALL INDEMNIFY NANOSENE AND ITS PERSONNEL AGAINST ALL CLAIMS AND LOSSES (INCLUDING RELATING TO THIRD PARTY CLAIMS) ARISING AS A CONSEQUENCE OF THE CLIENT’S USE OF OR RELIANCE ON THE REPORTS.