INNOSOL, INC’S RESEARCH & DEVELOPMENT TERMS AND CONDITIONS 09/29/21 Rev 4 DEFINITIONS– The person or body placing an order on Innosol, Inc. hereafter referred to `as the Client’. “Services” shall mean the services to be provided and carried out by Innosol, Inc. for the Client. “Equipment” shall mean any items for which Innosol, Inc. is providing services under a contract with the Client.
TERMS AND CONDITIONS- All services undertaken by Innosol, Inc. will be subject to the following Terms and Conditions. These Terms and Conditions shall be governed by and construed in accordance with U.S. Law. All prices quoted are subject to change without notice. Completion dates are approximate and Innosol, Inc. shall not be liable for delays in delivery. No cash discounts are allowed. All services offered in this quotation are subject to the terms and conditions set forth in the Confirmation of Awarded Job and Acknowledgment to be issued after acceptance of this quotation and any and all amounts due, or to become due hereunder, shall bear interest at the rate of 10% per annum or at the maximum non- usurious rate, whichever is lower.
OFFERS – Innosol, Inc. reserves the right to withdraw or amend any offers not accepted by a written order from the Client within 60 days of the date of the offer. All offers, unless otherwise stated, will be based on costs, statutory obligations and conditions ruling at the date of offer. Should any variation in such factors occur between the date of offer and the date of completion of the work, Innosol, Inc. shall have the right to amend its price to take into account such variation. If any cost to Innosol, Inc. caused by any delays, cancellations, postponements or suspensions resulting from the Client’s instructions or lack of instructions, mistakes for which Innosol, Inc. is not responsible, or the Client’s requirements not provided for in the offer, such extra costs will be added to the contract price.
Unless stated to the contrary, offers exclude all costs of data conversion, scanned images, abortive visits and the appraisal of data or formula revisions. Such costs will be notified to the Client as and when they occur and will be added to the contract price.
RESPONSIBILITIES OF THE CLIENT– The Client shall pay all agreed charges invoiced by Innosol, Inc. in respect of Services provided. The Client shall require all manufacturers, vendors and sub-contractors to afford full co-operation to all Innosol, Inc. ‘s employees to enable Innosol, Inc. to perform its services.
The Client shall supply instructions and/or specifications to Innosol, Inc. sufficiently in advance of the time of performing work so that Innosol, Inc. may ensure that all employees concerned are in possession of the said instructions or specification in due time before any work is to begin.
The Client shall provide, or cause to be provided, to Innosol, Inc. three copies of all orders and, specifications and samples relating to each project.
The Client shall send to Innosol, Inc. copies of all correspondence covering any special matters in connection with the project e.g. changes in data, amendments, or changes in specification, etc.
PAYMENTS – Payments shall become due as specified in the terms, on the reverse side hereof. In the event the terms are silent with respect to payment then payment shall be due thirty (30) days from shipment to Client by Innosol, Inc. , F.O.B. Innosol, Inc. ’s facility, Houston, Texas. Client agrees that no amounts will be deducted for late delivery. If the financial condition of the Client at any time does not, in the judgment of Innosol, Inc., justify continuance of the work performed by Innosol, Inc. hereunder on the terms of payment agreed upon. Innosol, Inc. may require full or partial payment in advance or shall be entitled to cancel any order than outstanding and shall receive reimbursement for its reasonable and probable cancellation charges as set forth below in the event of bankruptcy or insolvency of the Client, voluntarily or involuntarily, under the bankruptcy or any insolvency laws. Innosol, Inc. shall be entitled to cancel any order then outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for its reasonable and proper cancellation charges. The rights of Innosol, Inc., under this paragraph are cumulative and in addition, to all rights available to Innosol, Inc. at law or in equity. Where Innosol, Inc., requires a confirmed irrevocable letter of credit to be established, the charges involved in setting up and the discharge of such letter of credit will be to the Client’s account.
WORKING HOURS – Innosol, Inc.’s quotations are based on weekday working and normal daytime working hours and if Innosol, Inc. ‘s employees are required for any reason to provide services outside these hours, additional charges will be applicable.
LIABILITY – In providing services, information or advice, neither Innosol, Inc. nor any of its officers, employees or agents warrants the accuracy of any information or advice supplied. Except as set out herein, neither Innosol, Inc. nor any of its officers, employees or agents (on behalf of each of whom Innosol, Inc. has agreed this clause) shall be liable for any loss, damage or expense whatever sustained by any person due to any act, omission or error of whatsoever nature and howsoever caused by Innosol, Inc. , its officers, employees or agents or due to any inaccuracy of whatsoever nature and howsoever caused in any information or advice given in any way whatsoever by or on behalf of Innosol, Inc. , even if held to amount to a breach of warranty.
Nevertheless, if any person who is party to the agreement pursuant to which Innosol, Inc., provides any service, uses Innosol, Inc.’s services or relies on any information or advice given by or on behalf of Innosol, Inc. and suffers loss, damage or expense thereby which is proved to have been due to any negligent act, omission or error of Innosol, Inc., its officers, employees or agents or any negligent inaccuracy in information or advice given by or on behalf of Innosol, Inc., then Innosol, Inc. will pay compensation to such person for his proved loss up to but not exceeding the amount of the fee (if any) charged by Innosol, Inc. for that particular service, information of advice.
Innosol, Inc., its officers, employees and agents (on behalf of each of whom this notice is given) shall be under no liability or responsibility in negligence of otherwise howsoever to any person who is not a party to the agreement with Innosol, Inc.in respect of any information or advice expressly or impliedly given by Innosol, Inc. or in respect of any act, omission or inaccuracy by Innosol, Inc. .
Innosol, Inc. shall in no circumstances be liable for indirect or consequential loss or damage (including but without limitation loss of profit, loss of contracts or loss of user) suffered or incurred by any person resulting from any failure by Innosol, Inc. in the performance of its obligations in an agreement.
Innosol, Inc. Services are provided on the understanding that they do not in any way relieve any manufacturer from his responsibility for ensuring full compliance with the requirements of any of the manufacturer’s obligations, contractual or otherwise, to Innosol, Inc. or third parties. Furthermore Innosol, Inc., does not assume any responsibility for decisions made, or not made, as the result of any reports issued.
Where Innosol, Inc. undertakes work on site, the Client shall take all reasonable precautions to protect Innosol, Inc.’s employees, visitors and property, and the property of third parties whilst on the site and shall indemnify Innosol, Inc.against all the consequences of any defect or unsuitability of tackle, plant or apparatus as well as any danger or hazard of whatever description on the site and against any claims by the said parties or any of them or any claims under any legislation for the time being in force.
VISAS AND PERMITS – The Client will be responsible for obtaining visas, work permits, and site access permits for Innosol, Inc.’s employees, if required by government or local authorities and/or private owners.
TERMINATION – Where a contract is terminated by either Innosol, Inc. or the Client before its completion date, the party terminating the contract shall give 14 days prior notice in writing of such termination. In any such event, Innosol, Inc. ‘s charge will be calculated pro-rata with the addition of any costs directly attributable to early termination.
FORCE MAJEURE – No failure or omission by Innosol, Inc. to carry out or observe any of the stipulations conditions or obligations to be performed under a contract for Services shall, except as may expressly be agreed by both parties to the contrary, give rise to any claim against Innosol, Inc. or be deemed to be a breech of contract if such failure or omission arises from causes beyond the reasonable control of Innosol, Inc.
DEFAULT- In the event of the Client failing to fulfill his obligations under these conditions Innosol, Inc., reserves the right to terminate its Services from a date 14 days after the date of written notification to the Client of the default in question, unless such failure is rectified within that period.
GENERAL-Innosol’s services shall not be subject to arbitration. This agreement shall be construed in accordance with the laws of the State of Texas. All sales and warranties of equipment hereunder will be F.O.B. Innosol’s facility in Houston, TX. All terms and conditions of this sale, including all payments, are due, performable and payable in Houston, Harris County, Texas.
LIMITATION – The written term contained in the Confirmation of Awarded Job and Acknowledgement are the only terms upon which Innosol, Inc. will sell the services described in this quotation. All other terms and conditions, whether contained in a purchase order or other document is hereby objected to and rejected by Innosol, Inc.. Acceptance of delivery of these services shall constitute an agreement to these conditions by Buyer and an acknowledgment by Buyer that there are no representations or terms and conditions applicable to this sale other than those set forth herein. This agreement can be modified or rescinded only by a writing signed by both parties or their agents.
SALES AND SIMILAR TAXES – Innosol, Inc.’s prices do not include sales use, excise or other similar taxes. Consequently, in addition to the price specified herein, the amount of any present or future sales, use, excise or other similar tax applicable to the sale or use of the goods hereunder shall be paid by the Client, or in lieu thereof, the Client shall provide Innosol, Inc. with a tax-exempt certificate acceptable to the taxing authorities.
PATENTS- Client, its heirs, successors, assigns and legal representatives, shall forever defend, indemnify and holdsave harmless Innosol, Inc., its customers, contractors, agents, and resellers, against all claims, demands, lawsuits, judgments, damages, losses, and expenses including court costs, attorney’s fees and other liabilities, demands or losses in any manner arising out of alleged infringement of any patent, copyright or trademark rights because of their possession, use or sale of the subject matter to which this agreement relates. Client shall be promptly notified of the bringing of said suits. Client shall have the right to be represented in the defense thereof by counsel of its own selection and at its own expense. Innosol, Inc. its customers, contractors, agents, and resellers shall have a free and unrestricted right and license to use said subject matter in any and all arts and under all patents in or under which Client may now or hereafter have an interest.
Not all formulations will be suitable for all particular uses or applications. We provide data for evaluation and testing by the customer, without any representations or warranties by us concerning the fitness or suitability or the product for a particular use or purpose. It is solely the responsibility of the customer to evaluate, test and determine the fitness and suitability of the product for use in their industry and specific applications.
Client acknowledges that Innosol Inc performs analysis and testing services only as specified in writing by client. Innosol, Inc does not design, warrant, supervise or monitor compliance of products or services except as specifically agreed to in writing prior to testing and analysis. Client acknowledges that, by their very nature, analysis, testing, and other Innosol, Inc. services are limited in scope and subject to expected measurement variability.
Reports: Unless otherwise specified therein in writing, nothing contained in the reports of Innosol Inc., shall be deemed to imply or mean that Innosol, Inc. conducts any quality control program for the client to whom the report is issued. Innosol Inc.’s reports are for the exclusive use of the client to whom they are addressed. Reports and the name, Innosol, Inc., or its seals or insignia, are not to be used by or on behalf of clients under any circumstances for any purpose whatsoever, including but not limited to use in advertising, publicity material, or in any other manner without
Innosol, Inc. prior written approval. Innosol Inc.’s reports apply only to the standards or procedures identified therein and to the samples tested. Innosol Inc. shall retain copies of reports for a period of five years after which such reports will be destroyed.
Deformulation – analysis of commercial products is provided for informational purposes only. Innosol Inc. strongly recommends review of state and federal laws, trademarks, copyrights, and patent situations by the client prior to use of such information.
Innosol, Inc. is not an insurer or guarantor. Innosol represents that the services shall be performed within the limits mutually agreed to in writing, and in a manner consistent with the level of care and skill ordinarily exercised by other providers of similar services under similar circumstances. No other representations or warranties, express or implied are included or intended in this agreement, or in any report, opinion or document related to the services provided hereunder.
Client understands and agrees that Innosol, Inc. is entering into this contract and by performing services hereunder does not assume, abridge, abrogate or undertake to discharge any duty or responsibility of client to any other party or parties. No one other than client shall have any right to rely on any Report.
Whenever performance by either party is delayed or prevented by war, insurrection, fire or other casualty, strikes or embargoes, shortage of transportation facilities or ant other similar or dissimilar causes, beyond the control of such party, such delay or prevention shall be excused and the time of performance hereunder extended for the duration of the causative factor.
All costs associated with compliance with any regulatory agency (EPA, FDA,, etc.) audits, subpoenas for documents, testimony in court of law or for any other purpose relating to work performed by Innosol, Inc., for client, shall be paid by client. Client shall also pay Innosol, Inc.’s then existing standard fees for consulting, deposition and trial testimony, and all expenses related there to.
When purchasing a formula from Innosol, Inc., the client is purchasing the right to view the formulation for informational purposes only. Innosol Inc. retains 100% ownership of the formula. The client does not have the right to sell, barter, give away, or trade the formula or compete with Innosol, Inc. in any capacity.
Innosol, Inc. is a Research and Development Firm, not a product manufacturer. Innosol, Inc. is offering fragrance formulas for sale, not fragrance oil. We are selling custom fragrance formulas through custom creations, duplications, or modifications created in our facility for informational purposes only. Product names, brands, and other trademarks or trade names featured or referred to within Innosol’s website are the property of their respective holders. These holders are not affiliated with Innosol, Inc., our products, our website, nor do they sponsor or endorse our materials. The use of these trademarks or trade names in no way indicates any relationship between Innosol, Inc. and the holders and is used only for descriptive identification to convey the aroma being purchased. Every effort has been made to properly identify and attribute trademarks or trade names to their respective owners wherever possible and/or practical.
RESEARCH AND DEVELOPMENT EXEMPTION – Section 5(h)(3) of TSCA allows the Administrator of EPA to develop regulations exempting manufacturers and processors of chemical substances subject to the TSCA from the notice requirements of section 5(a) if they manufacture or process the substances “only in small quantities solely for the purposes of scientific experimentation or analysis, or chemical research on, or analysis of such substance, or another substance, including such research or analysis for the development of a product.”
EVALUATION/TEST LICENSE – Products including Surplus Products “Products” are manufactured through a third party and licensed to Customers under an Evaluation/Test License. Customer agrees that, NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT: (i) Customer may use such Products for evaluation/test, non-production, non-retail sales purposes only; (ii) the term (duration) of the evaluation/test license shall in no event exceed ninety (90) days; (iii) such Products are provided on an “as is” basis, with no warranties of any kind; and (iv) Innosol has no obligation to provide any Support for such Products.
THIRD PARTY MANUFACTURERS – The Parties acknowledge that Innosol, Inc. contracts all manufacturing through one or more third party contract manufacturers to manufacture such fragrance oil or fragranced products.
WHITE-LABELING – Customer shall only be authorized to White Label the Product if “Co-Branded White Labeling” or “Full White Labeling” appears on the applicable Sales Order. “White Label” shall mean that Customer is authorized to use the Product without displaying some or all of the Innosol Trademarks and branding and/or including its own branding. If the Sales Order specifies “Co-Branded White Labeling” Customer may, through use of the tools provided by Innosol for such purpose White Label the Product and must state in its documentation and marketing materials that the Bundled Product or such service is “created by Innosol”. If the Sales Order specifies “Full White Labeling, Customer may, through use of the tools provided by Innosol, Inc. for such purpose, White Label the Product and is not required to retain any Innosol, Inc. Trademarks or branding in the Product. Customer assumes all responsibility within their region for packaging, branding, and legal liability.
CONFIDENTIALITY– Innosol, Inc. agrees and will ensure that any personnel provided by Innosol, Inc. hereunder agrees to keep confidential and not to use, nor disclose to any third party, any technical information or operating data derived from the Client in connection with the Services. Such obligation shall continue in full force and effect during the term of and after the termination of the contract for Services; provided, however, that any technical information or operating data which was in the possession of Innosol, Inc. prior to its disclosure to Innosol, Inc. by the Client, or which is or shall lawfully become part of the public domain, or which shall otherwise lawfully become available to Innosol, Inc. from a source independent of the Client, shall not be subject to such restrictions.
SURVIVAL ON MERGER OR ACQUISITION – In the event Innosol, Inc. is acquired during the Term, or is the non-surviving party in a merger, or sells all or substantially all of its assets, this Agreement shall not automatically be terminated, and the transferee or surviving company shall assume and be bound by the provisions of this Agreement.
| No Publicity |
| Neither party will announce or disclose the existence of this Agreement or the Project or the discussions of the business relationship being considered, to any unrelated third party without the prior written consent of the other party or except as may be required by law, in which case the party required to make such a disclosure will give the other party the maximum feasible prior notice of such disclosure. |
The terms and conditions contained herein shall constitute the entire agreement between Innosol, Inc. and client.