Embio Biotech General Terms and Conditions of Sale

Definitions

Seller: Embio Global Trading FZCO, acting under the trade name Embio Biotech or any of its affiliates issuing the Quote, Invoice, or supplying the Goods.

Buyer: the business entity purchasing Goods from the Seller.

Goods: products supplied by the Seller under these T&Cs, including but not limited to PLA resin and related bioplastic materials.

Order: Buyer’s request to purchase Goods, whether by purchase order, written acceptance of a Quote, or other form of confirmation.

Quote: price offer issued by the Seller to the Buyer for specified Goods, valid for the stated period.

Invoice: commercial invoice issued by the Seller to the Buyer reflecting the agreed price, quantity, and delivery of Goods.

Delivery: transfer of possession or control of Goods to the Buyer in accordance with the applicable Incoterms agreed in the Quote or Invoice.

Specifications: technical data sheet (TDS) or written quality criteria provided by the Seller for the relevant Goods.

T&Cs:  Terms and Conditions of Sale, as updated from time to time.

TDS: Technical Data Sheet.

Order Acceptance & Accuracy

Order Confirmation: No order is binding until the Seller issues a written order confirmation or invoice. Any quotation or offer by the Seller is an invitation only; the contract is formed once the Seller confirms the order in writing. The Buyer is responsible for verifying that all order or quote details (including product, quantity, price, and delivery information) are correct. By confirming an order, the Buyer acknowledges the accuracy of those details.

No Changes or Cancellation: Once confirmed by the Seller, orders cannot be cancelled or modified by the Buyer without the Seller’s written consent. Any approved cancellation or change may be subject to conditions (including a restocking or cancellation fee) at the Seller’s discretion. The Seller reserves the right to correct any obvious errors in quotes or invoices, and the Buyer shall not unreasonably withhold acceptance of such corrections.

Intellectual Property

The trademarks, service marks, trade names, logos and other indications of origin displayed on this Web site (“Trademarks”) are owned by Embio Biotech. Nothing contained herein should be construed as granting the browser or user of this Website the right to use any Trademarks displayed on this Website without the prior written permission of Embio Biotech.

The content of this Website, including without limitation pictures and design is subject to the applicable laws governing copyright and other intellectual property rights protection. This content shall not be copied, disseminated, enhanced, modified or made by any means available to third parties for commercial and other purposes.

Price & Payment

Pricing: Prices for the goods are as stated in the Seller’s quote or invoice. Unless otherwise specified, prices are in USD ($).

Payment Terms: Payment in full is due within the period noted on the invoice (or, if not stated, within 15 calendar days from the invoice date). Payments must be made by the Buyer in the specified currency to the bank account designated by the Seller. The Buyer is responsible for all bank transfer fees or charges so that the Seller receives the invoiced amount in full.

Late Payments: If the Buyer fails to pay by the due date, the Seller at their discretion may charge interest on the overdue amount at the rate of 1% per month (12% per annum) or the maximum rate permitted by law, whichever is lower. The Buyer shall also be liable for any costs of collection of overdue amounts, including legal fees. The Seller may suspend further deliveries or services to the Buyer if any invoice remains unpaid past its due date. All invoices shall be deemed accepted by the Buyer unless the Buyer notifies the Seller in writing about any dispute or error within 7 days of the invoice date.

Delivery Terms & Risks

Delivery Terms: Delivery of goods will be made according to the agreed trade inco-terms stated in the quote or invoice. If no specific delivery terms are stated, the seller must contact the buyer for clarification of the trade terms. Any delivery or shipment dates provided are estimates only; while the Seller will use reasonable efforts to meet them, the Seller is not liable for any delay in delivery. Delays in delivery will not entitle the Buyer to cancel the order or refuse the goods.

Transfer of Risk: Risk of loss or damage to the goods passes to the Buyer upon delivery to the Buyer or upon dispatch to the first carrier, whichever occurs first, as per the agreed Incoterm. After risk has passed to the Buyer, the Buyer is responsible for any loss, damage, or deterioration of the goods.

Ownership: Ownership of the goods remains with the Seller and will only transfer to the Buyer upon the Seller’s receipt of full payment for those goods and any other amounts due under the contract. Until title passes, the Buyer must handle the goods responsibly and not tamper with any identifying marks. If the Buyer fails to pay for the goods in full when due, the Seller reserves the right to reclaim or resell those goods.

Inspection & Returns

Inspection on Delivery: The Buyer shall inspect the goods immediately upon delivery. Any claims for visible defects, shortages, or delivery errors must be notified in writing to the Seller within 14 days from the date of delivery. Any hidden defects or issues that were not discoverable on immediate inspection must be reported within 14 days of discovery, but in no case later than 90 days from delivery. The Buyer’s notice of claim must specify the nature of the defect or discrepancy and provide relevant details or evidence (e.g. batch numbers, photos). If the Buyer does not provide notice of any defect or non-conformity within the applicable timeframe, the goods shall be deemed accepted in the condition delivered and in conformity with the contract, and the Buyer waives any right to reject the goods or claim remedies for those issues.

Returns and Remedies: No goods may be returned to the Seller without the Seller’s prior written authorization. In the event of an approved claim for defective or non-conforming goods made within the above timeframe, the Seller may at their own discretion either replace the affected goods or issue a credit/refund for the purchase price of those goods. Any approved returns must be in unused, original condition (unless the claimed defect itself caused use or damage) and in the original packaging. The Buyer is responsible for proper storage and handling of goods pending inspection or return.

Product Use & Warranties

Conformance to Specifications: The Seller warrants that upon delivery, the goods will conform to the Seller’s published technical data sheets (TDS) or to any specific quality criteria expressly agreed with the Buyer. The Buyer is responsible for determining whether the product is suitable for its intended process or use if not otherwise stated on the Seller’s TDS.

Product Suitability and Use: The Buyer acknowledges that plant-based resins (PLA) may require specific handling and processing conditions. The Buyer is solely responsible for testing and verifying that the goods are suitable for the Buyer’s product formulations, manufacturing conditions, and end-use requirements.

No Liability for Misuse: The Buyer must use and handle the goods in accordance with any safety data sheets, technical guidelines, processing guidelines, or other instructions provided. The Seller shall not be liable for any losses or damage caused by improper use, storage, or handling of the goods by the Buyer or for use of the goods in combination with other materials not recommended by the Seller. The Buyer should not rely on any representation or statement by the Seller about the suitability of the goods for any particular purpose not expressly agreed. All regulatory or legal compliance requirements in relation to the Buyer’s use of the goods (for example, in food-contact applications, medical applications, etc.) are the Buyer’s responsibility unless otherwise explicitly agreed.

Liability

No Consequential Damages: The Seller will not be responsible for lost profits, loss of business, loss of production, loss of goodwill, business interruption, or any similar consequential losses arising from the performance or non-performance of the contract, even if the Seller has been advised of the possibility of such damages.

Confidentiality

Intellectual Property Rights: All intellectual property rights in the goods and any materials provided to the Buyer (such as product formulations, specifications, technical data sheets, or other documentation) remain the exclusive property of the Seller or its licensors. The sale of goods to the Buyer does not grant or transfer any license or rights in any patents, trademarks, copyrights, trade secrets, or other intellectual property owned or controlled by the Seller, except for the limited right of the Buyer to use or resell the goods as intended in the ordinary course of business. The Buyer shall not remove or alter any of the Seller’s branding, logos, or identification on the goods or packaging. The Buyer also agrees not to reverse-engineer or chemically analyze the goods to replicate the product.

Confidential Information: Any non-public information that the Seller discloses to the Buyer, whether orally or in writing, in connection with the sale (including but not limited to product pricing, proprietary formulations or blends, customer-specific solutions, or other business information) is considered confidential. The Buyer must keep such information confidential and not disclose it to any third party without the Seller’s prior written consent.

Trademarks: The Buyer shall not use the Seller’s name, trademarks, logos, or other intellectual property in any of its advertising or publicity without prior written permission from the Seller.

Law Compliance

General Compliance: The Buyer shall comply with all applicable laws and regulations in relation to the purchase, use, resale, export, import, and distribution of the goods. This includes, without limitation, compliance with applicable environmental, health and safety laws, import/export controls, customs requirements, and product safety regulations in the country of use or sale. The Buyer is responsible for obtaining any necessary permits, licenses, or approvals required for the importation or use of the goods.

Force Majeure

Neither party shall be liable for any failure or delay in fulfilling any obligation (except the payment of money due) under these T&Cs if such failure or delay is caused by circumstances beyond that party’s reasonable control. Such force majeure events include, but are not limited to, natural disasters (e.g. fire, flood, earthquake), acts of government or regulatory authorities, war, terrorism, civil unrest, strikes or labor disputes, epidemic/pandemic, failure of public utilities or transportation networks, or raw material shortages. The party affected by a force majeure event shall promptly notify the other party of the situation and take reasonable steps to resume performance as soon as possible. The existence of a force majeure event shall not excuse the Buyer from its obligation to pay for goods delivered.

Governing Law

These T&Cs and any dispute or claim arising out of or in connection with their subject matter (including any non-contractual disputes) shall be governed by and construed in accordance with the laws of the United Arab Emirates. Any disputes that the parties cannot resolve amicably shall be submitted to the exclusive jurisdiction of the courts of Dubai, UAE. Each party shall bear its own legal fees and costs in connection with any dispute resolution, except as may be awarded by the court.

Note: If the Buyer requires any clarification regarding these T&Cs, they should contact the Seller. By proceeding with a purchase or order, the Buyer acknowledges that it has read, understood, and agreed to these T&Cs, which are printed on or referenced by each quote and invoice. The Buyer should retain a copy of these terms for its records.