Copprium Terms and Conditions

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1. GENERAL TERMS. 

These are the contractual terms and conditions (“Terms”) under which Copprium, Inc.  (“Seller”, “Us” or “We”) directly or through an authorized affiliate sells or otherwise provides its product(s) (Product) to a person or entity (“Customer” or “You”). The Terms constitute the entire agreement between you and us with respect to the purchase of the Product. By transmitting your signature electronically, e.g., clicking “I Agree” or signing by DocuSign or such other method, you are agreeing to the Terms.  

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2. CONTRACT TERMS.

Additional written contract terms that may apply to this sale (“Additional Terms”) may be found in a quotation or purchase order provided to the Customer. In the event of a conflict between the Terms and any Additional Terms, the Additional Terms will control. These Terms, together with our quotation or purchase order and any Additional Terms therein, create the contract (“Contract”} between Copprium and Customer for the purchase and sale of the Product. No quotation given by Copprium shall constitute an offer to provide the Product. An order placed by Customer, whether or not in response to a quotation, shall constitute an offer made to Copprium subject to these Terms and any Additional Terms. No terms or conditions asserted or implied by Customer, whether in an order, invoice, correspondence or elsewhere, shall be binding on Copprium and such terms, conditions or stipulations are hereby deemed excluded from this Contract for Sale. Copprium’s failure to object to any such terms shall not be construed as a waiver by Copprium nor Copprium’s acceptance of such terms or conditions. 

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3. DEFINITIONS. 

a)  Contract. An agreement for the purchase of the Product by the Customer from Copprium which may include a written quotation from Copprium accepted by the Customer or a written purchase order by Customer accepted by Copprium.  

b)  Customer. A person, company or organization described in the Contract.  

c)  Intellectual Property (IP) Rights. Patents, copyrights, registered and unregistered trademarks, design rights, rights in know-how and confidential information and all other intellectual and industrial property rights and similar or analogous rights existing under the laws of any country and all pending applications for and rights to apply for or register such rights.  

d)  Product(s). Products designed, invented, manufactured and/or produced by Copprium. 

 

 

4.  QUOTATIONS, PRICE AND ORDERS.

Copprium reserves the right to modify its quotation to account for any change(s) that takes place between the date of the quotation and Copprium’s acceptance of the Customer’s order. The quotation shall expire thirty (30) days after its date of issue unless otherwise agreed in writing by Copprium. The price of Product(s) will be the price existing at thirty (30) days from the date of the quotation or, if shipped sooner, then the price at the time of shipment.  All prices are exclusive of federal, state, and local taxes unless otherwise stated, and the Customer shall pay any and all taxes as well as any duties payable in connection with the supply of the Product(s) to the Customer and any governmental fees associated with its export and import into any location designated by the Customer.  Customer shall reimburse Copprium if Copprium is required to pay any such tax, fee or charge or Customer shall provide Copprium with a tax exemption certificate at the time of the order that will be acceptable to the relevant taxing authorities.  Unless otherwise specified, the quoted price does not include insurance during shipment. Customer shall maintain insurance , at its own expense and in its own discretion, from the time of shipment until Copprium’s receipt in payment in full for such Product(s).  Customer shall be responsible for all accuracy of all its orders.  If Customer is tax-exempt, then Customer shall provide Copprium a tax-exempt certificate.  

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5. SHIPPING AND PAYMENT.

Product will be invoiced at the time of shipment, and payment is due in full, without set-off, net thirty (30) days from the invoice date unless otherwise agreed upon by Copprium. Invoice may include shipping costs, if any. In the event of default in payment by a due date, Copprium reserves the right, without prejudice to other rights, to (a) charge interest at the lesser of 1% per month or the highest rate permitted by law until paid in full and/or; (b) suspend further deliveries and withhold delivery of all Product(s) until payment of all amounts owed is made in full. All amounts due are payable in the invoiced currency. Any costs incurred by Copprium including, but not limited to, expenses incurred by Copprium in recovering overdue debts shall be the responsibility of the Customer.   We will provide the Product as an independent contractor, using methods, materials, equipment and/or related intellectual property owned or controlled by us (“our Technology”). Copprium will use reasonable efforts to meet Customer’s shipping or delivery date although any date offered by Copprium is an approximate date and is not binding on Copprium. Copprium will not be liable for any failure to meet any specific shipping or delivery date. We will also make a good faith effort to notify you if we think there may be substantial delays.  

6. DELIVERY, ACCEPTANCE AND RETURN.

Unless otherwise agreed in writing, delivery is made when the Product(s) are placed in the custody of the carrier, delivery service or the Customer’s representative for pickup. All delivery dates are quoted in good faith; however, Copprium reserves the right to make delivery in installments or modify the delivery dates if circumstances necessitate this, and Customer shall be given as much advance notice as possible. Copprium will not be responsible for direct, indirect, consequential or economic loss or damage due to delay in delivery however caused.  

a)  The Customer shall ensure that adequate and safe facilities and procedures exist for receipt of the Product(s) at its premises at the time of delivery and warrants to Copprium that the site where the Product(s) is intended to be used is suitable in all respects for its intended use.   

b) The Customer shall promptly notify Copprium in writing, including email, if the Product(s) have not arrived within seven (7) days of their scheduled or anticipated receipt.  

c)  The Customer must file any claims for shipping shortages directly with the shipping carrier.  

d)  Should any Product(s) become unavailable due to Copprium’s inability to obtain or manufacture said materials, despite Copprium’s commercially reasonable efforts to do so, Copprium’s inability to perform hereunder due to such unavailability shall not constitute a breach of a Purchase Order for Contract for Sale and Purchase, and Customer shall hold Copprium harmless for any loss or damages that Customer may incur as a direct or indirect result of such unavailability of materials, regardless if Copprium had been made aware of the potential for such losses or damages.  

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Inspection and Acceptance.

The Customer shall inspect the Product(s) within five (5) business days of receipt and failure to notify Copprium in writing, including email, of any observable or perceived defect or any other reasonable objection to the Product(s) or its packaging with such period shall constitute the Customer’s acceptance.  

Risk and Title. Risk of loss passes to Customer upon entering the custody of the delivery carrier.  Copprium shall retain title to Product(s), including any Product(s) supplied without charge as part of any evaluation project, sales offer or incentive) until Copprium has received cleared funds payment in full of all monies that are owing by the Customer, and Customer shall hold any Product(s) delivered prior to full payment as Copprium’s fiduciary agent and bailee.  

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Rescheduling. 

Orders due to ship within fourteen (14) days shall be firm. Any orders scheduled for delivery thirty (30) to sixty (60) days out may be pushed out beyond another thirty (30) days on a one- time rescheduling basis unless otherwise consented to by Copprium. Moreover, a rescheduling involving later delivery or an accelerated delivery may be subject to Product(s) availability and Copprium will use all reasonable effort to accommodate a rescheduling for an accelerated delivery date. The Customer will be responsible for all fees and expenses, if any, related to expedited or delayed shipment.  

Return.  Product(s) supplied will not be accepted for return unless returned in accordance with Copprium’s written authorization setting forth return policies, procedures and instructions.  Any claims for non-conforming or damaged Product(s) must be made in compliance with Copprium’s then existing return authorization. The customer will be responsible for prepaid shipping charges. Copprium will inspect and test the Product(s) returned prior to any replacement or reimbursement.  

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7. PRODUCT USE LIMITATIONS. 

Customer’s purchase of Product(s) or having been provided Product(s) by Copprium for evaluation purposes only conveys a nontransferable, non-sublicensable right to use the Product solely in compliance with the applicable intended use statement, if any, that was provided to you by Copprium or was mutually agreed upon. As more fully described below, no other rights or licenses to Copprium’s intellectual property are granted by the purchase and sale of the Product(s) or having received the Product(s) from Copprium for evaluation purposes.  Customer has no right to re-sell the Product(s). 

a)  Intellectual Property.  Customer neither has nor is acquiring any license, concessions, rights for use (except as granted herein) or any other right, title or interest in or to any trademarks, trade names, patents, developments, specifications, techniques or other confidential or proprietary information related to the Product(s). Copprium exclusively owns all intellectual property rights in any inventions (patentable or otherwise), discoveries, improvements, data, know-how and other results that are conceived, developed discovered, reduced to practice or generated by or for us, or jointly by you and us, in relations to compositions, processes, designs, methods, articles of manufacture or equipment used in production of a custom Product. Customer agrees to transfer and assign, and hereby does assign, to Copprium all your rights, title and interest in and to any joint intellectual property.  At our request and at our expense, you will help us secure and record our rights in such intellectual property.  

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Third-parties.  Customer is solely responsible for any third party intellectual property that may address Customer's intended use of the Product(s) or any third-party intellectual property that may be required to use the Product(s).  

 

Regulatory and Export Compliance. Customer agrees to comply with all applicable laws, rules and regulations related to its use of the Product(s). Customer shall not directly or indirectly furnish materials or information provided hereunder to any entity, or destination, or for any use, except in full compliance with all applicable laws and regulations including, without limitation, United States export control and trade sanctions laws and regulations of the United States.  All sales, shipments and/or sharing of technical data, both domestically and internationally by Copprium are done in accordance with all applicable United States laws and regulations including, but not limited to, the Export Administration Regulations (“EAR”), International Traffic in Arms Regulations (“ITAR”) and the regulations of the U.S. Department of the Treasury and Office of Foreign Assets Control. Customer confirms that it is not located in, nor a national resident of, any country under United States or United Nations embargo or sanction, not identified on any U.S. Department of Commerce Denied Persons List, Entity List, U.S. Department of State Debarred Parties List, the OFAC List of Specially Designated Nationals and Blocked Persons, and not directly or indirectly involved in the financing, commission or support of terrorist activities or in the development or production of nuclear, chemical, biological weapons, or in missile technology or unmanned aerial vehicle (“UAW”) programs as specified in the EAR. Upon request, Customer agrees to provide Copprium with all information pertaining to the actual routing of Product(s) to be exported and the intended use thereof along with proof that Customer obtained the required export license or government approval.  Any routing, diversion and/or use of the products contrary to the laws and regulations of the United States or the country in which they are being uses is prohibited. Further, Customer agrees that it will not use, transfer or convey, including by email or other digital communications or apps, to any person any goods or technical information, tangible or intangible, obtained from Copprium for the purposes of developing, manufacturing, producing or stockpiling conventional weapons, nuclear weapons, chemical weapons, biological weapons or weapons delivery vehicles.  

 

8. REVERSE ENGINEERING PROHIBITED. 

Reverse engineering includes, without limitation, attempting to (a) modify, translate, reverse engineer, decompile, disassemble or otherwise attempt to discern the trade secret information of the Product(s) and underlying technology.. Customer hereby covenants and agrees (a) not to reverse engineer or copy any Product(s) sold to Customer by Copprium; (b) independently recreate the Product or any materials that are proprietary to Copprium; (b) sell or otherwise use the Product(s) for commercial purposes whether or not commercialized for research use; (c) not to disclose or use for any purpose not disclosed to or expressly permitted by Copprium; or (d) file a patent application containing a claim to any subject matter derived from the Product(s) without our prior written consent. In the event that such activity is expressly permitted by applicable law notwithstanding this limitation, you shall provide us with written notice prior to such reverse engineering activity together with information regarding the intended method of reverse engineering, its purpose and the legal authority for such activity and shall provide us a reasonable period of time before commencing such activity so we can adequately evaluate the activity and/or challenge the reverse engineering activity with the appropriate legal authorities. You shall refrain from such reverse engineering activity until such time as any legal challenge is resolved in your favor. In addition to any other rights and remedies that we may have under the circumstances, you shall be required in all cases to pay royalties to us, in an amount consistent with industry standards.  

 

9. LIMITED WARRANTY.

COPPRIUM REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT TO SELL OR OTHERWISE PROVIDE ITS PRODUCT(S) COVERED BY THESE TERMS and CONDITIONS AND THAT SUCH PRODUCTS PRODUCED BY COPPRIUM AND SOLD OR OTHERWISE PROVIDED TO THE ORIGINAL BUYER IS FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP OCCURING UNDER NORMAL INTENDED USE FOR A PERIOD OF NO LONGER THAN ONE (1) YEAR FROM THE DATE OF DELIVERY,  PROVIDED THERE HAS BEEN NORMAL HANDLING IN TRANSIT AND NO IMPROPER HANDLING  BY CUSTOMER.. THE CONIDTIONS THE WARRANTY SET FORTH HEREIN IS IN LIEU OF ANY ANID ALL OTHER WARRANTIES RELATING TO THE PRODUCT, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT DELIVERABLES OR USE THEREOF WILL NOT INFRINGE ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT. WE SHALL NOT BE LIABLE UNDER ANY LEGAL THEORY, FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFITS OR LOSS OF BUSINESS, EVEN IF WE HAD NOTICE OF THE POSSIBILITY THEREOF. OUR LIABILITY TO YOU FOR BREACH OF ANY PROVISION OF THESE TERMS (OTHER THAN BREACH OF THE WARRANTY IN THIS SECTION 9 FOR WHICH LIABILITY IS LIMITED TO REFUND AS SPECIFIED HEREIN) SHALL BE LIMITED TO DAMAGES IN AN AMOUNT NOT TO EXCEED THE PRICE TO BE PAID FOR THE PRODUCT TO WHICH THE BREACH RELATES. THIS LIMITED WARRANTY DOES NOT APPLY TO ANY PRODUCT MISUSED, ABUSED, ALTERED, OR USED OTHER THAN AS SET FORTH IN COPPRIUM’S INSTRUCTIONS FOR USE NOR TO WHERE THE PRODUCT HAS BEEN IMPROPERLY STORED. CUSTOMER AND COPPRIUM SHALL AGREE ON THE CONDITIONS OF ANY TESTS THAT CUSTOMER WANTS TO PERFORM PRIOR TO THE TESTING, AND COPPRIUM SHALL BE NOTIFIED OF AND MAY BE PRESENT OR REPRESENTED AT ALL TESTS.  

 

10.  SCOPE OF WARRANTIES. 

If Customer transports, handles, stores, assembles or uses, incorporates, integrates or includes the Product into or as part of Customer’s product(s) in any improper manner or in a manner other than in accordance with best manufacturing practices or fails to have property trained personnel with respect to the transportation, handling, storage, assembly, incorporation, integration or inclusion of Copprium’s product(s), the applicable warranties set forth in these terms and conditions shall be void. This Warranty is only available to the Customer and may not be transferred, assigned, extended or granted in any way to any other person or entity including, but not limited to, Customer’s customers. 

INDEMNIFICATION. Except to the extent caused by our gross negligence or willful misconduct, Customer shall indemnify and hold harmless us and our affiliates and our and their respective officers, directors, employees and agents (“Indemnified Party”) from and against any and all expenses (including, but not limited to, reasonable attorney’s fees) and losses incurred by any such Indemnified Party in connection with any claim asserted by a third party arising out of or based on (a) the Product or your use of the results of the Product; and/or (b) any product or service of yours that is based in whole or part on the Product, or any portion or derivative thereof; and/or the Terms. 

 

 

TERMINATION. Copprium may, in our sole discretion and without notice, restrict, deny, terminate or suspend the Product, effective immediately, in whole or in part, if we determine that your use of the Product violates the Terms and Conditions, is improper or substantially exceeds the normal and intended use by other users, raises suspicion of fraud, misuse, security concerns, illegal activity or unauthorized access issues, to protect the integrity or availability of the Product(s).  Further if the Customer as a company enters into liquidation or has a winding up order made against it or has a receiver appointed in respect of its assets or being an individual or firm becomes bankrupt or in any other way ceases, or threatens to cease, to carry on business, then Copprium shall be entitled to terminate immediately the Sale and Purchase Agreement without notice and recover all Product(s) from the Customer’s custody pursuant to applicable law.  

 

REMEMDIES. Where there is a valid warranty claim by Customer, Copprium will refund the Customer the price actually paid, if any, for the Product(s) giving rise to the breach of warranty.  

 

GOVERNING LAW. These Terms and Conditions of sale shall be governed by and construed in accordance with the statutes and case law of New York State without regard to conflicts of law principles.  

 

VENUE AND JURISDICTION. Venue for any legal action shall be Erie County, New York USA and Customer hereby irrevocably consents to the jurisdiction of such courts.  

 

GENERAL PROVISIONS.  

 

Force Majeure. Copprium is not responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, whether foreseen or unforeseen, including but not limited to acts of God, strikes, labor disturbances, fires, pandemics or any other cause beyond Copprium’s reasonable control.  

 

No Joint Venture, Partnership, Agency. Nothing in these Terms and Conditions shall be construed to create a joint venture, partnership, agency or employment relationship between us.  

 

Waivers.  Waiver by either Copprium or Customer or the failure of either to claim a breach of any provisions of these Terms and Conditions shall not be deemed to constitute a waver or estoppel with respect to any subsequent breach of any provision of these Terms.  

 

No Assignment. No rights, duties agreements or obligations hereunder may be assigned or otherwise transferred (including without limitation by or through sale of equity, merger, consolidation or change of control) by Customer, directly or indirectly (including through any  merger, share sale or exchange or otherwise) without Copprium’s prior written consent, and any attempted or purported assignment without such consent shall be deemed void.  

 

Authority to Bind.  If you are agreeing to these Terms and Conditions on behalf of a company or legal entity, you are representing that you have the authority to bind such entity and its affiliates to these Terms and Conditions as its authorized representative, in which case “you” and “your” will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these Terms and Conditions, you must not accept this Sale and Purchase Agreement or use or access the Product as an authorized representative. 

 

Successors and Assigns. These Terms and Conditions shall be binding upon and  inure to the benefit of the parties hereto and their respective successors and permitted assigns.  

 

Compliance.  Product(s) delivered by Copprium hereunder are produced in accordance with the Fair Labor Standards of 1938, as amended and applicable.   

 

Severability. If any term, covenant or condition of these Terms and Conditions, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of these Terms and Conditions or the application of such term, covenant, or condition to persons or circumstances other than those as to which it if held invalid or unenforceable,, shall not be affected thereby, and each term, covenant or condition of these terms and conditions shall be valid and enforceable to the fullest extent of the law.  

 

Notices. All notices to Copprium shall be by email to bbischoff@copprium.com.  Any notices by Copprium to you shall be made by email to the email address you provided in connection with your purchase of the Product or, if delivery is to be made by USPS or a recognized carrier, then to the street address which you provided us. It is your responsibility to notify us of any change of email or street address. 

 

Entire Understanding. These Terms and Conditions constitute the entire understanding between us regarding the subject matter herein, superseding all negotiations, prior discussions and preliminary agreements, if any. Neither of us shall rely upon any promises or representations made by one or the other or any third party, whether written or oral, including any advertising or marketing material, as an inducement to enter into these Terms and Conditions, except as may appear herein.