Terms and Conditions of Sale

Scope and acceptance

In these Terms, “Incure”, “we”, “us” and “our” mean the Incure entity identified in Section 2 as your counterparty. “You” and “Buyer” mean the person or organisation placing the order. “Products” means the adhesives, coatings, sealants, greases, curing systems, lamps, accessories, consumables and related goods we supply. “Site” means incurelab.com and its subdomains.

These Terms apply to every quotation we issue, every order you place and every sale we make. By placing an order — through the Site, by purchase order, by email or by any other means — you accept these Terms.

These Terms prevail. Any term appearing on your purchase order, vendor portal, supplier questionnaire, acknowledgement, invoice-approval form or other document that adds to, differs from or conflicts with these Terms is expressly rejected and has no effect, whether or not we object to it separately and whether or not we proceed with the order. Our acceptance of an order, our shipment of Products and our acceptance of payment are each expressly conditioned on your assent to these Terms alone. No course of dealing, course of performance or trade usage varies these Terms.

We may revise these Terms at any time by posting an updated version on the Site. The version in force at the moment you place an order governs that order. Revisions do not apply retroactively to orders already accepted.

Who you are contracting with

Incure operates through two separate legal entities. Which one sells to you, and which country’s law governs the sale, is determined by the delivery address on your order:

We currently ship only to addresses in the United States and Singapore. We do not accept orders for delivery to any other country through the Site. Each entity contracts only for its own orders; neither entity is liable for the obligations of the other, and nothing in these Terms creates joint or several liability between them.

Business customers

The Site and our Products are offered to businesses, institutions, laboratories and other professional purchasers. Our Products are industrial chemicals and industrial equipment intended for use by trained personnel in a commercial or research setting. They are not consumer goods and are not offered or sold for personal, family or household use.

By placing an order you represent and warrant that:

• you are ordering in the course of a business, trade, profession, or institutional or research activity, and not as a consumer;
• you are at least 18 years of age and have authority to bind the organisation named on the order;
• the Products will be handled, applied and disposed of by personnel who are competent to do so and equipped with appropriate protective equipment; and
• the information you give us at checkout — including your name, company, email address, telephone number, billing address and delivery address — is complete and accurate.

We may decline or cancel any order that we reasonably believe is placed for personal, family or household use, or by a person who is not authorised to place it. Section 17 explains what happens if you nevertheless qualify as a consumer under applicable law.

Orders and acceptance

Product listings, catalogue entries, datasheets, technical bulletins and prices published on the Site are an invitation to treat and not an offer capable of acceptance. Your order is an offer to buy.

A contract is formed only when we accept your order. We accept by dispatching the Products or by sending you a written order acceptance, whichever happens first. Neither the checkout confirmation page, nor an automated order acknowledgement, nor the authorisation or capture of a payment, is an acceptance of your order.

We may decline any order in whole or in part, at our discretion and without liability, including where:

• the Products are unavailable, discontinued or out of stock;
• the listed price, description, image, specification or availability was incorrect (see Section 5);
• we cannot verify your identity, your payment method or your delivery address;
• the order fails our screening under Section 20, or we reasonably believe the Products are intended for an unlawful, unsafe or restricted end use;
• the quantity ordered is inconsistent with normal commercial use, or the order appears to be for resale without our authorisation;
• the Products cannot lawfully or safely be shipped to your address, including because of dangerous-goods carriage restrictions; or
• you have an overdue balance with us.

If we decline an order after your payment method has been charged, we will refund the amount charged in full to the original payment method. That refund is our entire liability for a declined order.

Quotations are valid for 30 days from issue unless they state otherwise, and may be withdrawn or revised at any time before you accept them. A quotation is not a guarantee of availability.

Prices and pricing errors

Prices are quoted in the currency shown at checkout and exclude taxes, duties, freight, insurance, dangerous-goods surcharges, packaging and handling unless the quotation expressly says they are included. Prices are subject to change without notice; the price that applies is the one we confirm on acceptance of your order.

Errors and mispricing. Despite our efforts, a Product on the Site may occasionally be listed at an incorrect price or with an incorrect description, image or specification. Where the price charged is materially lower than our correct price, or where a price or product record has been altered, manipulated or transmitted incorrectly for any reason, we are not obliged to supply at the incorrect price. We may, before dispatch, cancel the order and refund you in full, or contact you to confirm whether you wish to proceed at the correct price. An obvious error is not binding on us and does not create a contract at the erroneous price, even if we have acknowledged the order or taken payment.

Where an order includes a credit-card processing fee, small-order fee, freight charge or similar surcharge, that amount is shown at checkout before you pay and forms part of the price.

Prices, discounts and quotation terms extended to you are confidential (see Section 22).

Payment

Orders placed through the Site are paid at checkout by card or other method offered through Stripe, our payment processor. Payment is taken by Stripe; we do not receive or store your full card number, expiry date or security code. Your use of Stripe is also subject to Stripe’s own terms and privacy notice. See our Privacy Policy for what payment-related data we do receive.

Where we have agreed credit terms with you in writing, invoices are payable net 30 days from invoice date unless the invoice states otherwise. Time of payment is of the essence.

• Late payment. Overdue amounts bear interest at 1.5% per month, or the maximum rate permitted by applicable law if lower, accruing daily from the due date until paid.
• Costs of recovery. You are responsible for our reasonable costs of collection, including legal fees and court costs, to the extent permitted by applicable law.
• No set-off. You must pay all amounts in full without set-off, counterclaim, deduction or withholding, except any deduction or withholding required by law.
• Suspension. If any amount is overdue we may suspend performance, withhold shipments, cancel undelivered orders or require payment in advance, without liability and without prejudice to our other rights.
• Application of payments. We may apply payments to the oldest outstanding invoice regardless of any contrary instruction on a remittance.

If a payment is reversed, charged back or otherwise fails after Products have been dispatched, the full amount becomes immediately due and Section 8 (retention of title) applies.

Taxes, duties and GST

Prices exclude all sales, use, excise, value-added, goods and services and similar taxes, and all customs duties, import fees, brokerage charges and levies. You are responsible for all such amounts, other than taxes on our net income.

For deliveries into Singapore, goods and services tax (GST) and any import duty are payable in addition to the price and are your responsibility unless our invoice states that they are included. For deliveries within the United States, applicable state and local sales and use tax will be added where we are required to collect it.

If you claim exemption from any tax, you must give us a valid exemption certificate before we dispatch. If a taxing authority later determines that tax was payable, you will reimburse us for the tax together with any interest and penalties.

Delivery, title and risk of loss

Full delivery arrangements, lead times and dangerous-goods restrictions are set out in our Shipping & Delivery Policy, which forms part of these Terms.

• Risk of loss passes to you when the Products are handed to the carrier at our facility (FCA our facility, Incoterms® 2020), whether or not we arranged the freight and whether or not freight is prepaid or charged to your carrier account. Loss, damage or delay in transit is a matter between you and the carrier, though we will give reasonable assistance with a claim.
• Title to the Products does not pass to you until we have received payment in full and cleared funds for those Products and for all other amounts then due from you. Until title passes, you hold the Products as bailee, must keep them identifiable and insured, and must not encumber them. We may enter any premises where the Products are held to recover them if payment is overdue or you become insolvent. This retention of title does not affect the passing of risk above.
• Delivery dates are estimates given in good faith. Time of delivery is not of the essence. We are not liable for any loss arising from late or partial delivery, and a delay does not entitle you to cancel, reject or claim damages.
• Partial shipments may be made and invoiced separately. Each shipment is a separate contract, and a defect or delay in one shipment does not entitle you to cancel or reject the remainder.
• Quantity tolerance. Because our Products are filled and packaged by volume or weight, deliveries within ±5% of the quantity ordered are deemed to fulfil the order, with the price adjusted proportionately.
• Failure to take delivery. If you fail to take delivery, or an address you gave us is wrong or incomplete, risk remains with you, we may charge storage, redelivery and return freight, and dangerous-goods consignments returned to us may have to be destroyed at your cost.

Inspection and notice of claims

You must inspect all Products promptly on delivery. Notice must reach us in writing at support@uv-incure.com within the following periods, together with the order number, lot or batch number and supporting photographs:

If you do not give notice within the applicable period, the Products are deemed accepted, conforming and in accordance with the order, and you waive any claim in respect of them.

Do not return, use, apply, process, resell or dispose of Products you believe are non-conforming until we have authorised it. Continuing to use or applying a Product after discovering a non-conformity is an acceptance of it. We may require samples, retained packaging and the lot number, and reasonable access to inspect, before considering a claim; we may also require the Product to be returned in its original container.

Returns and cancellation

Returns are governed by our Returns & Refunds Policy, which forms part of these Terms. In summary, and subject to that policy:

• No Product may be returned without a Return Material Authorisation (RMA) number issued by us in advance. Unauthorised returns are refused or returned at your cost.
• All Products presented for return must be in their original, unopened manufacturer packaging. Returns for reasons other than our breach must be requested within 30 days of delivery, must be unused with labels and seals intact, and are subject to a 15% restocking charge. Return freight is at your cost and risk.
• Products that have been down-packed, decanted or re-packed out of their original container are not returnable and carry no warranty (Section 11).
• Refunds and credits are issued only after the returned Products have reached us, been inspected and been accepted by us. Issuing an RMA is not acceptance of a return.
• Opened or partially used chemical Products, custom, cut, blended, repackaged or made-to-order items, and Products with reduced remaining shelf life are not returnable.
• Products found on inspection to be non-conforming under Section 11 are handled under the warranty, not as a restocked return, and no restocking charge applies.

You may cancel or vary an order only with our written consent. Orders for custom, blended, cut or made-to-order Products, and orders already dispatched, cannot be cancelled. Where we consent to cancellation, you are responsible for our costs incurred to the date of cancellation, including materials, labour, packaging, restocking and any non-recoverable freight.

Limited warranty

We warrant to you, and to no other person, that at the time of dispatch each Product will conform in all material respects to our then-current published specification for that Product.

This warranty does not apply, and is void, where the loss, defect or non-conformity arises from or relates to:

• storage, handling, mixing, thinning, dispensing or application otherwise than in accordance with our published instructions, technical datasheet and safety data sheet;
• use after the published shelf life or expiry date, or use of a container that has been opened, decanted, contaminated or resealed;
• the Product having been down-packed, decanted, re-packed, repackaged, transferred, split or dispensed out of its original sealed Incure container by any person other than us;
• the substrate, surface preparation, joint design, cure energy, cure time, lamp intensity, ambient conditions, process parameters or equipment used by you or your customers;
• combination with, or exposure to, any other material, chemical, coating or process not specified in writing by us;
• alteration, repair, disassembly, recalibration or servicing of equipment by anyone other than us or a service provider we authorise;
• normal wear, accident, misuse, neglect, unauthorised modification, electrical supply irregularity, or operation outside published ratings; or
• any matter within Section 13.

Warranty claims must be made under Section 9 and within the applicable period. The warranty is not transferable and does not extend to your customers or to any subsequent owner of the Products or of goods incorporating them.

Disclaimer of all other warranties

Nothing in this Section limits any liability we are not permitted to exclude — see Section 16 and Section 17.

Your responsibility to test and determine suitability

Our Products are used across an unlimited range of substrates, joint designs, process conditions, cure equipment, service environments and end applications, none of which is within our knowledge or control. Published technical data, application notes, bonding recommendations, cure schedules and laboratory results are general information derived from testing under our own conditions. They are not a specification, not a representation of performance in your process, and not a recommendation to use a Product in any particular way.

Where a Product is intended for use in a medical device, an implantable or body-contacting application, an aerospace, automotive, defence, nuclear, rail, marine or other safety-critical application, or any application in which failure could result in death, personal injury or substantial property or environmental damage, you are responsible for all qualification, biocompatibility testing, regulatory approval and validation required for that use. We do not represent that any Product is qualified, approved or suitable for such use, and any such use is at your sole risk. We do not supply Products for use in any application prohibited by law.

Product designations, grade numbers and family names are for identification only and do not imply suitability for any application their name may suggest.

Exclusive remedy

If a Product does not conform to the limited warranty in Section 11 and you have given notice under Section 9, we will, at our sole option and as your sole and exclusive remedy:

• replace the non-conforming Product, freight prepaid to the original delivery address; or
• refund the price you paid for the non-conforming Product; or
• repair the affected equipment, or supply a replacement part.

We may require the non-conforming Product to be returned to us before we perform this remedy. Where we replace or refund, the non-conforming Product becomes our property and, if we ask, you must return it or dispose of it as we direct.

This remedy is exclusive. We are not liable for, and this remedy does not extend to, the cost of removing, stripping, cleaning, reworking, reapplying, recalling, retesting, requalifying, scrapping or replacing any Product, assembly, workpiece or finished goods of yours, or any labour, downtime or third-party cost associated with them.

If this exclusive remedy is held to fail of its essential purpose, the limitation of liability in Section 15 nevertheless continues to apply and survives independently.

Limitation of liability

These limits apply to Incure, its officers, employees, agents, distributors and affiliates, apply in the aggregate across all claims however many there are, and are a fundamental basis on which we set our prices and agree to supply. You acknowledge that this allocation of risk is reasonable in the circumstances, that our prices reflect it, and that you are able to obtain and are responsible for obtaining insurance covering the risks allocated to you.

Liability we do not exclude

Nothing in these Terms excludes or limits, or is intended to exclude or limit, our liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation;
• defective products, to the extent liability cannot lawfully be excluded under applicable product liability law;
• breach of the terms as to title implied by section 12 of the Singapore Sale of Goods Act 1979 or the equivalent provision of the Uniform Commercial Code as adopted in South Carolina; or
• any other liability that cannot be excluded or limited under the law that governs the sale.

Where Singapore law governs, each exclusion and limitation in these Terms is subject to the requirement of reasonableness under the Unfair Contract Terms Act 1977 and is to be read as applying only so far as it satisfies that requirement. Where South Carolina law governs, each exclusion and limitation applies only so far as it is enforceable under the Uniform Commercial Code as adopted in South Carolina. Each exclusion and limitation is severable: if any is held unenforceable in whole or in part, the remainder continues in force and the offending part is reduced to the maximum extent enforceable rather than struck out entirely.

Consumers and statutory rights

Our Products are sold to business customers (Section 3). If, despite that, you deal with us as a consumer under applicable law, then:

• Singapore. Nothing in these Terms affects your rights under the Consumer Protection (Fair Trading) Act 2003, including the lemon law provisions of Part 3 of the Sale of Goods Act 1979, or under any other law that grants you rights which cannot be excluded or restricted by contract. Where the Unfair Contract Terms Act 1977 prevents a term of these Terms from applying to a consumer, that term does not apply to you.
• United States. Some states do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, so some of the exclusions and limitations in Sections 12, 14 and 15 may not apply to you. Where a Product is a consumer product and a written warranty is given, the Magnuson-Moss Warranty Act may give you additional rights. You may also have other rights which vary from state to state.

The limitations in these Terms apply to you only to the extent permitted by the consumer law that applies to you.

Your indemnity

You will indemnify, defend and hold harmless Incure, its affiliates and their respective officers, employees and agents from and against all claims, demands, actions, liabilities, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• your handling, storage, use, application, processing, blending, repackaging, resale, export or disposal of the Products;
• the incorporation of the Products into, or their use in the manufacture of, any goods, assembly or process of yours, including any claim relating to those goods;
• your failure to comply with Section 19 (safety and regulatory compliance) or Section 20 (export control);
• any statement, representation, warranty or specification you make about the Products to a third party that goes beyond our published information; or
• any infringement of a third party’s intellectual property rights arising from Products made, blended, modified, packaged or labelled to your specification, design, formula or instruction.

This indemnity does not apply to the extent the claim results from our own negligence or wilful misconduct, and does not extend to any liability we are not permitted to pass on under applicable law.

Safety, handling and regulatory compliance

Our Products include chemicals and high-intensity ultraviolet equipment that can cause injury if mishandled. Before receiving, storing, opening or using any Product you must obtain, read and follow the current Safety Data Sheet (SDS) and technical datasheet for that Product. SDSs are available on request from support@uv-incure.com. We will supply the SDS with or before the first shipment and will supply an updated SDS when one is issued.

You are responsible for:

• ensuring that everyone who handles the Products is trained, informed of the hazards, and provided with and using appropriate personal protective equipment, ventilation and engineering controls;
• ultraviolet radiation safety, including eye and skin protection, shielding, interlocks and exposure control, for all UV curing equipment and lamps;
• safe storage, temperature control, segregation and secondary containment, and the safe and lawful disposal of Products, residues, empty containers, spent lamps and any waste;
• compliance with all laws, regulations and standards applicable to your receipt, storage, use, labelling, transport, resale and disposal of the Products in your jurisdiction, including in the United States the OSHA Hazard Communication Standard, TSCA and applicable state law (including, where relevant, California Proposition 65), and in Singapore the Workplace Safety and Health Act, the Environmental Protection and Management Act and the Fire Safety Act and their subsidiary regulations; and
• obtaining any licence, permit or registration required for you to purchase, hold or use the Products.

If you repackage, relabel, blend or resell a Product, you become responsible for the resulting article, for its labelling and hazard communication, and for all associated regulatory obligations, and you must not present it as an Incure Product without our written consent.

Export control and sanctions

Products, software and technical information supplied by us may be subject to the export control and sanctions laws of the United States (including the Export Administration Regulations and the regulations administered by OFAC), of Singapore (including the Strategic Goods (Control) Act 2002), and of other jurisdictions.

You will comply with all such laws and will not export, re-export, transfer, divert or supply any Product, directly or indirectly:

• to any country, region or person subject to applicable embargo or sanctions;
• to any person on a restricted or denied party list maintained by a relevant authority; or
• for any prohibited end use, including any use connected with nuclear, chemical or biological weapons, missile technology or unlawful military end use.

You represent that you are not, and are not owned or controlled by, a person subject to such restrictions. We may refuse, delay, suspend or cancel any order, and withhold any shipment, where we consider that proceeding may breach these laws or our own compliance policies, and we have no liability for doing so. We are not obliged to apply for any export licence.

Intellectual property and technical information

All intellectual property rights in the Products, in our formulations, processes, designs and equipment, and in the Site and its content — including text, images, datasheets, technical literature, product photography, trade marks and trade dress — belong to Incure or its licensors. Sale of a Product transfers ownership of that physical Product only. No licence, whether express or implied, is granted under any patent, trade secret, know-how, copyright, trade mark or other right, and nothing we supply is a recommendation to practise any invention or process in a way that would infringe a third party’s rights.

You may not reverse engineer, deformulate, chemically analyse or attempt to determine the composition of any Product, except to the extent that restriction is unenforceable under applicable law or is necessary for a bona fide safety or regulatory purpose.

You may not use our trade marks, product names or logos without our prior written consent, and may not remove or alter any label, marking, lot number or notice on a Product or its container.

Technical service, application advice and laboratory evaluations we provide are given free of charge as an accommodation, are for your guidance only, and are subject to Sections 12, 13 and 15. Any sample supplied is provided for evaluation only, without charge and without warranty of any kind.

Confidentiality

Prices, discounts, quotations, formulation information, technical data marked confidential and other non-public information we give you are our confidential information. You will keep it confidential, use it only for the purpose of buying and using the Products, and not disclose it to any third party without our written consent, except where disclosure is required by law and you have given us reasonable prior notice.

This obligation does not apply to information that is or becomes public through no fault of yours, that you already lawfully held without restriction, or that you independently develop without reference to our information. It survives termination of our dealings for three years, and indefinitely in respect of trade secrets.

Force majeure

We are not liable for any failure or delay in performing our obligations to the extent caused by circumstances beyond our reasonable control, including act of God, fire, flood, storm, earthquake, epidemic or pandemic, war, terrorism, civil unrest, government action, embargo, sanction, change of law, port or customs delay, carrier failure, dangerous-goods carriage restriction, cyber attack, utility or telecommunications failure, labour dispute, or shortage or unavailability of raw materials, components, packaging, energy or transport.

Where such an event occurs we may allocate available Products among our customers and our own requirements in any manner we consider fair and reasonable, suspend performance for the duration of the event, or, if it continues for more than 60 days, cancel the affected order without liability other than to refund amounts paid for Products not delivered.

Time limit for bringing claims

Any action or claim arising out of or in connection with a Product, an order or these Terms must be commenced within one (1) year after the cause of action accrues, failing which it is permanently barred. In the case of a claim relating to a Product, the cause of action accrues on the date the Product is delivered, regardless of when the breach or non-conformity is discovered.

This period is a contractual reduction of the limitation period permitted under section 36.110(a) of the South Carolina Uniform Commercial Code and, where Singapore law governs, is an agreed contractual limitation period. It does not apply to the extent a shorter period than the statutory one is not permitted for the claim in question, or where you are a consumer and the reduction is not permitted by the consumer law that applies to you.

Governing law and disputes

Orders delivered in the United States — Incure, Inc.

These Terms and the sale are governed by the laws of the State of South Carolina, USA, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The state and federal courts located in Spartanburg County, South Carolina have exclusive jurisdiction, and you irrevocably submit to that jurisdiction and waive any objection based on venue or forum non conveniens. We may nevertheless bring proceedings to recover sums due, or to protect our intellectual property or confidential information, in any court of competent jurisdiction.

Orders delivered in Singapore — Incure Adhesives Manufacturing Pte Ltd

These Terms and the sale are governed by the laws of the Republic of Singapore. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The courts of Singapore have exclusive jurisdiction, and you irrevocably submit to that jurisdiction. We may at our sole option elect instead to refer any dispute to final and binding arbitration in Singapore administered by the Singapore International Arbitration Centre under the SIAC Rules in force at the time, before a single arbitrator, in the English language. We may nevertheless bring proceedings to recover sums due, or to protect our intellectual property or confidential information, in any court of competent jurisdiction, and may seek interim or injunctive relief from any court.

Both

A person who is not a party to these Terms has no right to enforce any of them, whether under the Contracts (Rights of Third Parties) Act 2001 of Singapore, under South Carolina law, or otherwise, except that our affiliates, officers, employees and agents may enforce Sections 15, 16 and 18.

General

• Entire agreement. These Terms, together with our order acceptance, the Returns & Refunds Policy, the Shipping & Delivery Policy and the Privacy Policy, are the entire agreement between us and supersede all prior discussions, representations and understandings. You confirm that you have not relied on any statement, promise or representation not set out in them. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.
• Severability. If any provision is held invalid or unenforceable, it is modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed. The remaining provisions continue in full force.
• No waiver. A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not prevent further exercise.
• Assignment. You may not assign, transfer or subcontract any of your rights or obligations without our prior written consent. We may assign or transfer ours freely, including to an affiliate or in connection with a sale of our business or assets.
• Notices. Notices to us must be in writing to support@uv-incure.com or to the relevant address in Section 2. Notices to you may be sent to the email address on your order and are deemed received on the day sent.
• Relationship. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship, or grants you any exclusive or distribution right.
• Survival. Sections 5, 6, 8, 9, 11–22, 24, 25 and 26 survive completion, expiry, termination or cancellation.
• Headings and interpretation. Headings are for convenience only. “Including” means “including without limitation”. These Terms are not to be construed against us as drafter.
• Language. The English version of these Terms governs. Any translation is provided for convenience only.
• Site availability. We do not warrant that the Site will be available, uninterrupted or error-free, and we may change, suspend or withdraw any part of it, including any Product listing, at any time.

How to contact us

Questions about these Terms, an order, a quotation, a return or a Safety Data Sheet:

Email: support@uv-incure.com
United States: +1 (860) 748-2979 — Incure, Inc., 1301 Asheville HWY, Spartanburg, SC 29303, USA
Singapore: +65 6270 2188 — Incure Adhesives Manufacturing Pte Ltd, 33 Ubi Avenue 3, Singapore 408868

Please quote your order number in any correspondence about an order.