Terms of Service

These General Terms and Conditions of Sale (the 'Terms') govern all sales of products and services by NanoConduct S.A. (Reg. No. 214.756.890-7, Montevideo, Uruguay; hereinafter 'NanoConduct S.A.' or 'Seller') to any buyer ('Customer' or 'Buyer').

These Terms apply to all quotes, purchase orders, order confirmations, invoices, and contracts between NanoConduct S.A. and Customer. Any conflicting terms in Customer's purchase order or other documents are expressly rejected unless specifically agreed in writing by a NanoConduct S.A. authorized representative.

By placing an order or accepting a quote, Customer agrees to these Terms.

All quotes issued by NanoConduct S.A. are valid for 30 calendar days from the date of issuance unless otherwise stated. Prices in quotes are exclusive of applicable taxes, duties, and shipping unless explicitly stated.

A purchase order becomes binding only upon written order confirmation issued by NanoConduct S.A. NanoConduct S.A. reserves the right to decline any order without obligation to provide reasons.

Minimum order quantities (MOQ) apply to standard catalog products. Custom formulation orders are governed by a separate Development and Supply Agreement. Contact our sales team for custom project terms.

All prices are quoted in USD unless otherwise agreed. NanoConduct S.A. reserves the right to adjust prices for confirmed orders if raw material costs (silver, copper, graphene) increase by more than 15% between order confirmation and shipment date. Customer will be notified promptly and may cancel without penalty.

Payment terms for first-time customers: 100% prepayment. Established accounts with credit approval: Net 30 days from invoice date. Overdue invoices bear interest at 2% per month.

Wire transfer (SWIFT) is the standard payment method. NanoConduct S.A. accepts letters of credit (LC) for orders above USD 50,000 under terms mutually agreed in writing.

All banking charges, including correspondent bank fees, are for Customer's account.

Unless otherwise agreed, all shipments are EXW (Ex Works) NanoConduct S.A.'s facility in Montevideo, Uruguay (Incoterms 2020). Risk of loss transfers to Customer upon delivery to the first carrier.

Estimated lead times are provided in good faith but are not guaranteed. NanoConduct S.A. is not liable for delays caused by carrier, customs clearance, force majeure events, or raw material shortages.

Customer is responsible for obtaining all necessary import licenses and complying with import regulations in the destination country. NanoConduct S.A. will provide export documentation including commercial invoice, packing list, Certificate of Analysis (COA), and Safety Data Sheet (SDS).

Conductive inks containing silver nanoparticles may be subject to dual-use export regulations. Customer represents that purchased products will not be used for any purpose prohibited under applicable export control laws, including U.S. EAR, EU Dual-Use Regulation 2021/821, and applicable UN sanctions.

Products are manufactured and tested against NanoConduct S.A.'s internal specifications as stated in the applicable Technical Data Sheet (TDS) and Certificate of Analysis (COA) at the time of shipment. Specifications represent typical performance values; actual results may vary based on substrate preparation, processing conditions, and equipment.

NanoConduct S.A. guarantees product conformance to the COA for each lot shipped. Claims regarding non-conforming product must be submitted in writing within 30 days of receipt, accompanied by the lot number, COA, and test data documenting the non-conformance.

Shelf life and storage conditions specified in the TDS and SDS are mandatory. Products stored outside specified conditions (temperature, humidity, light exposure) void any quality warranties.

Custom formulation specifications are defined in the applicable Statement of Work (SOW). NanoConduct S.A. undertakes 3 reformulation iterations at no charge; subsequent iterations are billed at engineering time rates.

NanoConduct S.A. retains all intellectual property rights in its products, formulations, processes, technical data, and proprietary technology. Sale of products does not grant Customer any license to NanoConduct S.A.'s patents, trade secrets, or know-how beyond use of the purchased product in the ordinary course of Customer's business.

Customer shall not reverse engineer, analyze (by XRF, ICP-MS, TEM, or other methods), replicate, or attempt to reproduce NanoConduct S.A.'s formulations. This restriction does not apply to analysis required for regulatory compliance or safety purposes.

NanoConduct S.A.'s trademarks, logos, and product names may not be used in Customer's marketing materials without prior written consent.

NanoConduct S.A. warrants that products shipped will conform to the specifications in the applicable TDS and COA at the time of delivery. This warranty is valid for the shelf life stated in the SDS when products are stored per stated conditions.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE, NANOCONDUCT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Customer is responsible for determining suitability of products for its specific application.

Technical information, application suggestions, and processing guidance provided by NanoConduct S.A. (in TDS, application notes, or verbally) are based on NanoConduct S.A.'s knowledge and experience and are offered in good faith. NanoConduct S.A. does not warrant that following such guidance will produce specific results in Customer's process environment.

NanoConduct S.A.'s total cumulative liability to Customer for any claims arising from or related to any product or services supplied shall not exceed the invoice value of the specific product lot giving rise to the claim.

IN NO EVENT SHALL NANOCONDUCT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, PRODUCTION DOWNTIME, OR CUSTOMER'S LIABILITY TO THIRD PARTIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply to claims based on contract, tort (including negligence), product liability, or any other legal theory.

All NanoConduct S.A. products are supplied with Safety Data Sheets (SDS) compliant with GHS Revision 9 / OSHA HazCom 2012. Customer must read and follow all SDS instructions before handling, using, or disposing of products.

Silver and copper nanoparticles are classified as potentially hazardous nanomaterials. Appropriate engineering controls (ventilation, PPE) must be implemented per the SDS and applicable local occupational health regulations.

Products containing solvents (ethanol, NMP, ethylene glycol, terpineol) are classified as hazardous chemicals. Customer is responsible for proper storage, handling, and disposal in accordance with local environmental regulations.

Customer shall not use or resell NanoConduct S.A. products in applications involving direct food contact, implantable medical devices, or aerospace life-support systems without a separate written agreement and applicable regulatory clearances.

Technical Data Sheets, formulation details, pricing, and any information marked as confidential shall be treated as proprietary to NanoConduct S.A. and may not be disclosed to third parties without prior written consent. This obligation survives termination of the commercial relationship for 5 years.

NanoConduct S.A. will treat Customer's technical application information provided in the context of custom development projects as confidential.

These Terms are governed by the laws of the Oriental Republic of Uruguay, without reference to conflict of law principles.

Any dispute arising from or related to these Terms that cannot be resolved amicably within 60 days shall be submitted to binding arbitration under the rules of the Centro de Mediación y Arbitraje Comercial (CEMARC), Montevideo, Uruguay. The arbitration shall be conducted in Spanish or English at the election of the claimant. The award shall be final and binding.

Nothing in this clause prevents either party from seeking urgent injunctive relief before competent courts.

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

NanoConduct S.A. may update these Terms at any time. The version in effect at the time of order confirmation governs that transaction.

These Terms, together with the applicable quotation and order confirmation, constitute the entire agreement between the parties regarding the sale of products and supersede all prior negotiations, representations, and understandings.

NanoConduct S.A. may assign its rights and obligations under these Terms to an affiliate or successor entity. Customer may not assign without prior written consent of NanoConduct S.A.