TERMS & CONDITIONS OF SALES

Nuterials ApS
Fruebjergvej 3, 2100 Copenhagen
Cvr. 44585731

(Version 1.0, January 2026)

These Terms & Conditions of Sale (“Terms”) apply to all sales, quotations, order confirmations, deliveries, and invoices issued by Nuterials ApS, a Danish registered company (“Nuterials”), unless superseded by a separate written agreement signed by both parties. By purchasing or receiving Products, the customer (“Customer”) accepts these Terms in full.

1. Definitions

1.1 “Products” refers to all materials supplied by Nuterials, including but not limited to JECTO pellets, JECTO filament, THERM sheets, bio-composites, prototypes, samples, and any associated documentation.

1.2 “Customer” refers to any legal entity purchasing, testing, or receiving Products from Nuterials.

1.3 “TDS” refers to Nuterials’ official Technical Data Sheet applicable at the time of delivery.

1.4 “Order Confirmation” refers to Nuterials’ written confirmation specifying quantity, pricing, and delivery conditions.

2. Scope and Application

2.1 These Terms apply to all commercial relationships between Nuterials and the Customer.

2.2 Customer’s purchasing terms or general conditions shall not apply unless expressly accepted in writing by Nuterials.

2.3 Any deviations from these Terms must be agreed in writing.

3. Quotations and Orders

3.1 Quotations issued by Nuterials are valid for 30 days unless stated otherwise.

3.2 Orders are binding for the Customer upon submission.

3.3 Orders become binding for Nuterials only upon issuance of an Order Confirmation.

3.4 Nuterials reserves the right to reject any order without obligation to explain the reason.

3.5 Minimum Order Quantity and Packaging. Products are supplied in sealed packaging units of 25 kilograms. The minimum order quantity (MOQ) is 25 kg, and orders must be placed in multiples thereof (e.g. 25 kg, 50 kg, 75 kg). Partial bags or split packaging are not supplied unless explicitly agreed in writing.

4. Pricing and Payment Terms

4.1 Prices are listed per kilogram or per unit and exclude VAT, duties, customs, and shipping unless explicitly stated.

4.2 Standard payment terms are Net 8 days from invoice date unless otherwise agreed in writing.

4.3 Late payments accrue statutory interest in accordance with Danish law.

4.4 Nuterials may suspend further deliveries until outstanding invoices are paid.

4.5 Ownership of the Products remains with Nuterials until full payment of all outstanding amounts related to the delivery has been received.

5. Delivery, Transfer of Risk, and Shipping

5.1 Unless otherwise agreed, deliveries are made Ex Works (EXW), Nuterials’ production site (Incoterms 2020).

5.2 Risk transfers to the Customer upon handover to the carrier or collection by the Customer.

5.3 Delivery times are estimates only; Nuterials is not liable for delays caused by:

Third-party logistics
Force majeure
Supplier issues
Experimental or prototype material production

5.4 Partial deliveries may be made unless otherwise agreed.

6. Product Quality and Suitability

6.1 Products are supplied as bio-based composite materials subject to inherent variations.

6.2 Nuterials guarantees conformity with either (i) the specifications explicitly agreed in writing with the Customer or, where no such agreement exists, (ii) the applicable Technical Data Sheet (TDS) in force at the time of delivery. The TDS is provided for guidance only.

6.3 Customer is solely responsible for:

Verifying suitability for intended use
Conducting tests for processing, mechanical performance, durability, or certification
Ensuring compliance with local regulations applicable to their final products

6.4 Samples, prototypes, development materials, and pre-commercial Products are supplied ‘as is’ without warranty of performance, fitness for purpose, or regulatory compliance, unless explicitly agreed in writing.

6.5 Unless explicitly confirmed in writing, Nuterials does not represent or warrant that the Products comply with food contact, medical, pharmaceutical, or other regulated-use requirements. The Customer remains solely responsible for regulatory assessments and certifications.

6.6 Nuterials reserves the right to update or modify Technical Data Sheets as materials, formulations, or production processes evolve. The version valid at the time of Order Confirmation applies.

7. Inspection, Claims and Returns

7.1 The Customer must inspect delivered Products immediately upon receipt.

7.2 Claims relating to defects, damages, or quantity deviations must be submitted in writing within 7 days.

7.3 Nuterials may request evidence, photographs, or return of sample material before evaluating claims.

7.4 Valid claims will result in:

Replacement of defective Products, or
Issuance of a credit note

7.5 Products that have been processed, transformed, or partially used are non-returnable.

8. Intellectual Property Rights

8.1 Nuterials’ IP Ownership

8.1.1 Nuterials retains all intellectual property rights to:

Material formulations and recipes
Production methods and processes
Technical knowledge and know-how
Product designs, trade secrets, and branding
Data sheets, documentation, and test reports

8.1.2 No IP rights are transferred to the Customer through purchase, testing, use, or communication.

8.2 Prohibition against Customer IP Filings

8.2.1 The Customer is strictly prohibited from:

Filing or attempting to file patents, trademarks, utility models, designs, or any intellectual property rights based on Nuterials’ Products, their characteristics, behaviour, or any technical insights.
Reverse engineering, decompiling, analysing, or attempting to derive Product composition, formulations, or methods.
Using results of internal tests or evaluations to create IP filings.

8.2.2 Any IP filing made in breach of these provisions shall be invalid and assigned to Nuterials at no cost.

8.3 Joint Development

8.3.1 Collaborative development or co-creation requires a separate written agreement signed by both parties prior to project start.

8.3.2 No implied rights, co-ownership, or licensing are granted under these Terms.

8.4 Confidentiality

8.4.1 The Customer shall keep all non-public information confidential, including:

Analysis and test results
Pricing
Prototypes and samples
Development discussions
Technical advice

8.4.2 Confidential information may not be disclosed to third parties without Nuterials’ written approval.

9. Limitation of Liability

9.1 Nuterials’ liability is limited to:

Replacement of defective Products, or
Refund of the purchase price

9.2 Nuterials shall not be liable for:

Consequential or indirect losses
Loss of profits, revenue, or business opportunities
Production downtime, tool damage, or wasted material
Customer misuse, incorrect processing, or deviation from recommended guidelines
Force majeure events

9.3 Total liability shall never exceed the purchase price paid for the affected Products.

10. Sustainability and End-of-Life Requirements

10.1 Products are designed as bio-based composites and may require specific handling.

10.2 Customer is responsible for ensuring correct recycling or disposal according to local regulations.

10.3 Products shall not be incinerated unless mandated by local waste authorities.

11. Force Majeure

11.1 Nuterials is not liable for failure or delay caused by circumstances outside its reasonable control, including but not limited to:

Natural disasters
Supply chain disruptions
Fire, explosion, or industrial accidents
Government restrictions
Epidemics or pandemics
War or civil unrest

11.2 In such events, delivery obligations are suspended for the duration of the force majeure situation.

12. Termination

12.1 Nuterials may terminate contracts or orders with immediate effect if:

The Customer breaches these Terms
The Customer becomes insolvent or enters restructuring
Payments are overdue for more than 30 days

12.2 Upon termination, all outstanding invoices become immediately due.

13. Governing Law and Jurisdiction

13.1 These Terms are governed exclusively by Danish law, excluding conflict-of-law rules.

13.2 Any dispute shall be brought before the City Court of Copenhagen (Københavns Byret) unless another venue is agreed in writing.