1.1 These Standard Terms & Conditions of Sale shall apply to all quotations and offers made, and purchase orders accepted by Kadmos Energy Ltd. (“SELLER”). THESE STANDARD TERMS & CONDITIONS OF SALE MAY, IN SOME INSTANCES, CONFLICT WITH THE TERMS AND CONDITIONS AFFIXED TO PURCHASE ORDERS OR OTHER PROCUREMENT DOCUMENTS ISSUED BY BUYER. IN SUCH CASES, THE TERMS AND CONDITIONS CONTAINED HEREIN SHALL PREVAIL.
SELLER’s acceptance of any purchase order of BUYER is strictly conditioned upon BUYER’s acceptance of these Standard Terms & Conditions of Sale. BUYER shall be conclusively deemed to have accepted the same upon any of the following by BUYER, its agents or representatives:
(i) written or electronic acknowledgement or acceptance hereof;
(ii) transmission to SELLER of any order for SELLER products or services; or
(iii) acceptance of or payment for any product or service covered hereby.
SELLER’s failure to object to any provision contained in any communication from BUYER shall not be deemed a waiver of any provision hereof.
1.2 Any changes in the terms and conditions of sale herein must be agreed to in writing and signed by an authorized representative of SELLER. No order will be binding upon SELLER unless accepted in writing by an authorized official of SELLER. SELLER may accept or reject any order at its sole discretion.
As used herein:
2.1 Payment shall be made according to the schedule stated in SELLER’s quotation unless otherwise agreed in writing. All invoices are due net thirty (30) days from the invoice date.
Failure to pay when due constitutes a material breach. SELLER may suspend performance without liability until payment is received. Delivery schedules and pricing may be equitably adjusted to reflect delays and costs caused by non-payment.
2.2 All applicable taxes (VAT, sales, use, customs, or similar) are excluded unless explicitly stated otherwise.
3.1 Delivery dates are estimates only and not guaranteed.
3.2 Unless otherwise agreed in writing, all sales are Ex Works (Incoterms 2023) SELLER’s facility. Risk of loss passes to BUYER upon availability of the Product for collection. BUYER is responsible for all transport, insurance, and customs formalities.
Title transfers only upon full payment.
3.3 SELLER retains a security interest in all Products until payment is complete. BUYER agrees to execute any documents required to perfect this interest.
4.1 Full payment is a condition precedent to all warranty obligations.
4.2 SELLER warrants that Products will be free from defects in materials and workmanship and will perform according to SELLER’s Technical Specifications for 12 months from commissioning, or 18 months from shipment, whichever occurs first.
SELLER’s obligation is limited to repair, replacement, or refund (at SELLER’s discretion).
4.3 BUYER must provide access, assistance, and information required for inspection or repair.
4.4 Performance guarantees apply only to operating conditions explicitly specified in writing. Disputes over performance will be resolved through mutually agreed testing procedures.
4.5 Unauthorized modifications void all warranties.
4.6 These remedies are BUYER’s exclusive remedies.
Each party agrees to indemnify and hold the other harmless from claims arising from injury to its own employees or damage to its own property related to the Products or services.
6.1 SELLER DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.2 SELLER’S TOTAL LIABILITY SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCT.
6.3 NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
All intellectual property, designs, drawings, software, reports, and technical documentation provided by SELLER remain SELLER’s property. BUYER may use them only for operating the purchased Product.
Unauthorized reuse is at BUYER’s risk and subject to indemnification.
SELLER is not liable for delays caused by events beyond reasonable control, including natural disasters, war, regulatory actions, pandemics, or supply shortages.
Delays exceeding two (2) months may result in termination with payment due for work performed.
BUYER is responsible for compliance with all export, import, nuclear, energy, and safety regulations applicable to the Products.
SELLER will not supply Products where prohibited by law or regulation.
Orders may only be cancelled with written consent and subject to reimbursement of all incurred costs plus lost profit.
All notices must be sent by registered or certified mail to the official addresses of both parties.
This Agreement is governed by the laws of [Insert Jurisdiction – e.g., England & Wales / Texas / UAE].
Disputes shall be resolved by arbitration in [Insert City] under applicable arbitration rules.
Invalid provisions shall be revised to the maximum legal extent without affecting the remainder.
BUYER may not assign this Agreement without SELLER’s written consent.
Prices may be adjusted due to changes in scope, materials, labor, regulatory requirements, or force majeure events.
This Agreement supersedes all prior communications. Modifications must be in writing and signed by both parties.
Kadmos operates in a high-risk regulatory domain. You may need:
Texas law is common in US industrial contracts.
UK / EU law may be more suitable depending on Kadmos’s base.
This protects Kadmos’s reactor designs, specs, and R&D.
This shields Kadmos from catastrophic claims.
