Terms of service
9220-3553 QUEBEC INC DBA NANOBRAND (‘’NANOBRAND’’) — TERMS AND CONDITIONS OF SALE (B2B)
Last updated: September 12, 2025
Scope and parties These Terms and Conditions of Sale (Terms) govern all business-to-business sales of products and services (Products) by NanoBrand, Inc., together with its subsidiaries and affiliates (NanoBrand), to the customer identified in any NanoBrand quotation, proposal, order acknowledgment, statement of work, purchase order accepted by NanoBrand, or online checkout (Customer). These Terms do not apply to consumer transactions. Each Customer purchase order (PO) accepted by NanoBrand and each online checkout order accepted or fulfilled by NanoBrand forms a separate contract that incorporates these Terms unless a separate written agreement signed by both Parties states otherwise. NanoBrand and Customer may be referred to individually as a Party and collectively as the Parties. Customer represents and warrants that it is a business purchaser acting in the course of business and not a consumer.
- Agreement; formation; order of precedence
- Battle of forms. Conflicting or additional terms in Customer documents (including PO or portal terms) are rejected and will not modify this Agreement unless expressly agreed in a separate writing signed by both Parties.
- Formation. For PO-based orders, acceptance occurs only when NanoBrand issues a written order acknowledgment, ships the Products, or begins performance, whichever occurs first. For online checkout orders, the website checkout is an invitation to order and not an offer; the Agreement is formed when NanoBrand issues an order acknowledgment or ships the Products, whichever occurs first. NanoBrand may reject any order in whole or in part.
- Clickwrap/authority. By creating an account, checking an “I agree to the Terms and Conditions of Sale” box, and/or clicking “Place Order,” the individual acting for Customer represents they have authority to bind Customer and Customer agrees to these Terms (see Section 33).
- Version control. The version of these Terms accepted at checkout and/or referenced in the order acknowledgment (by timestamp or link) governs that order unless a later version is expressly agreed in writing.
- Precedence. (1) a master agreement signed by both Parties (if any); (2) NanoBrand’s written quotation, proposal, or statement of work (including any special terms); (3) NanoBrand’s order acknowledgment/checkout terms expressly referenced therein; then (4) these Terms. Headings are for convenience only.
2. No consumer sales Products are offered and sold solely to business customers for business use. NanoBrand may refuse, hold, or cancel any order it reasonably believes to be a consumer transaction and will refund any amounts paid for cancelled orders. NanoBrand may require reasonable evidence of business status (e.g., legal entity name, tax/VAT ID, business email domain).
3. Prices; taxes; duties Prices are as stated in NanoBrand’s written quotation or order acknowledgment. Written quotations are valid for 30 days unless stated otherwise. Prices exclude all taxes, duties, levies, assessments, brokerage, and customs clearance fees. Customer is responsible for GST/HST/QST, VAT/sales/use taxes, import duties, and any withholding taxes; if withholding applies, amounts due are increased so NanoBrand receives the full invoiced amount (gross-up). If Customer provides a valid exemption certificate prior to shipment, NanoBrand will not charge the exempted tax. Bank transfer/transaction fees are borne by Customer. For EU/UK B2B supplies, where applicable the reverse charge may apply and Customer shall provide a valid VAT ID and place-of-supply confirmations.
4. Payment; credit; late charges; suspension; chargebacks; retention of title Unless otherwise stated in the invoice or at checkout, payment for online checkout orders is due at order placement, and payment for PO-based orders is due net 30 days from invoice date in the currency invoiced, subject to credit approval. Payments are nonrefundable and not subject to setoff or deduction. Late amounts accrue interest at 1.5% per month (18% per annum) or the maximum permitted by law, whichever is lower, until paid. NanoBrand may condition acceptance or shipment on advance payment or security, suspend performance for late or missed payments, and recover all collection costs (including reasonable legal fees). Chargebacks. Improper or fraudulent chargebacks are a material breach. NanoBrand may dispute such chargebacks, assess a reasonable administrative fee, and suspend or terminate accounts for abuse. Retention of title. Title to Products remains with NanoBrand until full payment is received; risk of loss transfers per Section 6. To the maximum extent permitted by applicable law, NanoBrand may register and maintain any PPSA security interest (or Québec movable hypothec) and any analogous security interest (including UCC filings in the U.S. and PMSI/retention-of-title filings elsewhere) necessary to give effect to this retention of title; Customer agrees to execute additional documents on request.
5. Cancellations and order changes Standard Products may be cancelled or rescheduled only with NanoBrand’s written consent and may be subject to restocking/handling fees. Custom, configured-to-order, or make-to-order Products and services are non-cancellable and non-refundable (NCNR) once accepted. Any change requests (quantity, specs, ship date, packaging) require NanoBrand’s written approval and may result in price and/or schedule adjustments.
6. Shipping; risk of loss; title Unless otherwise stated in the quotation, delivery terms are FCA NanoBrand’s facility (Incoterms 2020). Risk of loss passes to Customer upon delivery to the carrier at NanoBrand’s facility. Title passes on full payment (Section 4). Customer is responsible for freight, insurance, and import formalities. Packaging complies with applicable transport and dangerous goods regulations.
7. Delivery; inspection; nonconformity notice; acceptance Delivery dates are estimates. NanoBrand may make partial shipments and invoice each shipment separately. Customer must notify NanoBrand in writing of visible damage, shortages, or nonconformity within 10 business days after receipt; failure to do so constitutes acceptance. Claims for transit loss or damage must be directed to the carrier; NanoBrand will reasonably assist. Products are deemed accepted on the earlier of (a) written acceptance, or (b) 10 business days after receipt unless Customer provides a detailed written rejection describing the nonconformity.
8. Returns; RMA; hazardous materials; risk on returns Returns require prior written return material authorization (RMA) and must be in original packaging with hazard labels as applicable. No return of dangerous goods without RMA and compliance with all applicable dangerous goods/transport rules (including IATA/ICAO/IMDG/TDG/49 CFR) and any decontamination certificates requested. Customer bears risk of loss for returns until received at NanoBrand’s designated location. Nondefective returns, if authorized, are subject to inspection and a restocking fee up to 25%.
9. Force majeure; supply allocation NanoBrand is not liable for delay or failure due to causes beyond its reasonable control, including acts of God, epidemics/pandemics, labor issues, shortages, supplier failures, carrier delays, embargoes/sanctions, or governmental actions. During such events, NanoBrand may allocate available supply among customers in a fair and reasonable manner and may offer substitutions that do not materially affect form/fit/function.
10. Limited warranty (Products) For the longer of 30 days from delivery or the stated expiration date on the label (Warranty Period), NanoBrand warrants that the Products, when shipped, conform to NanoBrand’s published specifications in the applicable data sheet and labeling. This warranty excludes nonconformity resulting from misuse, storage outside stated conditions, alteration or repair by anyone other than NanoBrand, use contrary to instructions, or defects attributable to Customer-provided specifications, materials, or instructions.
11. Service warranty If services are provided, NanoBrand warrants they will be performed in a professional and workmanlike manner in accordance with the applicable statement of work.
12. Warranty disclaimers Except for the express warranties in Sections 10 and 11, and to the maximum extent permitted by applicable law, NanoBrand disclaims all other warranties, conditions, and representations (express, implied, statutory, or otherwise), including implied warranties/conditions of merchantability, satisfactory quality, fitness for a particular purpose, durability, and noninfringement. Products are not validated for diagnostic, therapeutic, clinical, or life support uses unless expressly agreed in a separate signed writing.
13. Warranty claims; exclusive remedies Customer must notify NanoBrand of a warranty claim during the Warranty Period and within 30 days of discovery, provide reasonable evidence, and, if requested, return the Product under an RMA. As Customer’s exclusive remedy and NanoBrand’s entire liability for breach of warranty, NanoBrand will, at its option, repair, replace with the same or functionally equivalent product, or credit/refund the purchase price paid for the nonconforming Product. Replaced Products become NanoBrand’s property. Repaired or replaced items will carry the longer of (a) the remaining Warranty Period or (b) 30 days from repair/replacement. Analysis of returned items may be destructive where necessary.
14. Limitation of liability To the maximum extent permitted by applicable law, NanoBrand shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages (including lost profits, revenue, data, or business interruption) arising from or related to the Agreement or Products/services, regardless of theory and even if advised of the possibility. Except for liability that cannot be excluded under applicable law (including death/personal injury caused by negligence, or liability arising from NanoBrand’s wilful misconduct or gross negligence/gross fault), NanoBrand’s total aggregate liability arising from or related to the Agreement shall not exceed the amounts paid by Customer for the specific Product or service giving rise to the claim. The limitations apply even if a limited remedy fails of its essential purpose.
15. Government authorizations; export/sanctions; anti-corruption Customer shall obtain and comply with all required permits, licenses, and approvals for import, handling, use, and disposal of Products. Customer will comply with all applicable export, re-export, and sanctions laws (including those of Canada, the U.S., U.K., and EU), and will not use, export, re-export, transfer, or provide Products to prohibited end uses or restricted parties. Customer shall comply with anti-corruption laws, including the Corruption of Foreign Public Officials Act (Canada), U.S. FCPA, and U.K. Bribery Act, and maintain controls to prevent improper payments.
16. Intellectual property; embedded software; documentation; feedback; open source NanoBrand and its licensors retain all right, title, and interest in and to the Products and related intellectual property (including patents, trademarks, copyrights, trade secrets) and documentation. No rights are granted by implication, estoppel, or otherwise. Upon purchase, Customer receives a limited, nonexclusive, nontransferable right to use the purchased quantity for Customer’s internal purposes consistent with the documentation. Embedded software license. Any software embedded in or provided with the Products (including firmware, drivers, and updates) is licensed, not sold, for use solely with the purchased Products, on a nonexclusive, nontransferable, nonsublicensable basis, subject to documentation. Reverse engineering, decompiling, or disassembly is prohibited except to the limited extent mandatorily permitted by applicable law. Open-source components, if any, are provided under their applicable licenses, which govern in case of conflict. Customer shall not remove or alter notices. No rights are granted to source code unless expressly stated. Customer grants NanoBrand a royalty-free, worldwide, irrevocable license to use and incorporate into Products any suggestions or feedback provided. Customer shall not use NanoBrand’s names, logos, or trademarks without prior written consent.
17. Confidentiality Each Party shall protect the other Party’s confidential information disclosed in connection with this Agreement with at least the same care it uses to protect its own similar information, and not less than reasonable care, and shall use it only to perform under this Agreement. Exceptions: information that is (a) public without breach; (b) known without obligation of confidentiality; (c) independently developed; or (d) rightfully received from a third party. If compelled by law to disclose, the receiving Party will provide prompt notice (where lawful) and cooperate to seek protective treatment. Breach may cause irreparable harm; injunctive relief is available. Obligations survive for 5 years from disclosure (trade secrets survive as long as they remain trade secrets).
18. Restrictions on use; safety; no license; prohibited activities; indemnity; assumption of risk 18.1 Intended use; specifications. Products are intended solely for the uses specified in the applicable data sheet, instructions, SDS, and labeling; in case of conflict, the data sheet/SDS prevail for safety and handling. 18.2 Professional/industrial/research use only. Unless expressly agreed in a separate signed writing, Products are not intended for administration to humans or animals, implantation, diagnostic or therapeutic use, or any life support/safety-critical application. 18.3 Safety and handling. Products must be handled by qualified, trained personnel using appropriate controls and PPE consistent with the SDS and applicable law. 18.4 Suitability and compliance. Customer is solely responsible for suitability, regulatory compliance, and obtaining any necessary licenses/approvals for its intended uses. 18.5 No license; no recommendation; no noninfringement assurance. Listing or inclusion of a Product on NanoBrand’s website/catalog does not (a) grant any license to NanoBrand or third-party IP; (b) constitute a recommendation or endorsement of any use; or (c) imply that use will be free of infringement. To the maximum extent permitted by law, NanoBrand disclaims all implied conditions/warranties of noninfringement. 18.6 Prohibited activities. Unless authorized in writing by NanoBrand, Customer will not resell, transfer, or distribute Products; modify/dilute/blend Products; reverse engineer or conduct unauthorized analysis; use Products in humans/animals or in safety-critical environments; or use Products contrary to documentation/SDS. 18.7 IP/application risk; indemnity. Customer is solely responsible for freedom to operate and third-party IP rights for its uses. If Customer provides specifications, designs, or instructions, Customer represents they do not infringe third-party rights and shall indemnify, defend, and hold NanoBrand harmless from claims arising from such inputs, unlisted/unauthorized uses, or breaches of this Section. 18.8 Assumption of risk. Customer assumes all risks associated with any use not explicitly listed or inconsistent with applicable specifications.
19. Privacy and data protection Customer data is processed as described in NanoBrand’s Privacy Policy [https://nanobrand.com/], which is incorporated by reference. Customer consents to the use of cookies and similar technologies as described in the Privacy Policy and any Cookie Notice. Where NanoBrand processes personal data on Customer’s behalf, the parties agree to the Data Processing Addendum [https://nanobrand.com/], including applicable cross-border transfer mechanisms (such as Standard Contractual Clauses/UK IDTA). Customer will obtain all required consents and provide all required notices to data subjects for personal data it provides to NanoBrand. Marketing emails will be sent with applicable consent and include opt-out options.
20. Website content and copyright All website content is owned by NanoBrand or its licensors and protected by Canadian and international copyright law. A limited license is granted to copy/print portions solely for placing orders with NanoBrand or for Customer’s internal business use related to such purchases, subject to any stated restrictions. Any other use (including reproduction, distribution, display, transmission, scraping, or data mining) is prohibited without NanoBrand’s prior written consent. No license is granted by implication or otherwise to any NanoBrand or third-party IP.
21. Indemnity (Customer) Customer shall indemnify, defend, and hold harmless NanoBrand and its affiliates, and their directors, officers, employees, and agents from any third-party claim, loss, damage, liability, cost, and expense (including reasonable legal fees) arising from or related to: (a) Customer’s negligence, wilful misconduct, or breach of law; (b) Customer’s use, handling, storage, or disposal of Products; (c) Customer’s breach of this Agreement; or (d) alleged infringement arising from Products manufactured or supplied in accordance with Customer’s specifications. NanoBrand may control the defense; Customer will cooperate and not settle without NanoBrand’s consent.
22. Recalls; field safety corrective actions Customer will maintain adequate records to trace Products and will promptly cooperate with NanoBrand in any recall, withdrawal, or field safety corrective action, including notifying downstream users as reasonably requested and ceasing distribution/use as instructed. Customer will not initiate any recall related to Products without NanoBrand’s prior written approval unless required by law.
23. Term; termination; suspension; survival These Terms apply to all POs accepted by NanoBrand until superseded. Either Party may terminate a specific order for material breach not cured within 30 days after written notice, or immediately upon the other Party’s insolvency/bankruptcy. NanoBrand may suspend performance or cancel orders for Customer’s nonpayment, compliance concerns, fraud/chargeback abuse, or export/sanctions issues. Sections that by their nature should survive (including payment obligations, IP, confidentiality, restrictions on use, warranty disclaimers, remedies, limitations of liability, indemnity, governing law, and notices) shall survive.
24. Default; remedies If Customer fails to pay or otherwise defaults, NanoBrand may, in addition to other remedies, suspend shipments, cancel open orders, accelerate amounts due, enforce any security interest, repossess undelivered Products where lawful, and recover reasonable legal fees and costs. Rights and remedies are cumulative and nonexclusive. No delay or failure to exercise a right waives it.
25. Compliance with laws Each Party will comply with applicable laws related to its performance, including environmental, health and safety, waste disposal, anti-bribery, trade controls, and human rights laws. Customer is responsible for compliance at the site of use, including waste and effluent management and any product-specific permits.
26. Waiver; severability; amendments No waiver is effective unless in writing and signed. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder will remain in effect. Amendments must be in a signed writing expressly referencing the amended provision.
27. Assignment Customer may not assign the Agreement (including by change of control) without NanoBrand’s prior written consent, not to be unreasonably withheld. NanoBrand may assign to an affiliate or in connection with a merger, sale of assets, or financing without consent. The Agreement binds permitted successors and assigns.
28. Notices Notices must be in writing and are deemed given when (a) delivered by reputable courier with tracking (on delivery), (b) sent by registered mail (3 business days after mailing), or (c) sent by email to the notified legal notice address with confirmation of transmission; legal notices sent by email must be copied the same day by courier or registered mail. Notices to NanoBrand: NanoBrand, 230 Bernard Belleau Street, Laval, QC H7V 4A9, Attn: Legal, and legal@nanobrand.com. Either Party may update its notice details by notice.
29. Independent contractors The Parties are independent contractors. Nothing creates a partnership, agency, fiduciary, or employment relationship.
30. Governing law; venue; CISG; language; Québec This Agreement is governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, without regard to conflicts of law rules. The courts of Montréal, Québec have exclusive jurisdiction, and the Parties irrevocably attorn to such courts. The U.N. Convention on Contracts for the International Sale of Goods (CISG) does not apply. Language. The Parties have expressly requested that this Agreement and all related documents be drafted in English. Les parties ont expressément demandé que la présente entente et tous les documents s’y rattachant soient rédigés en anglais. For Québec customers, Customer acknowledges having been provided a French version of these Terms or expressly requests that this Agreement and related documents be in English. Le client du Québec reconnait avoir reçu une version française des présentes conditions ou demande expressément que cette entente et les documents connexes soient rédigés en anglais. 🇨🇦
31. Entire agreement; no third-party beneficiaries This Agreement (including documents expressly incorporated by reference, such as the Privacy Policy and any applicable Data Processing Addendum, quotation, and statement of work) is the complete and exclusive statement of the Parties’ agreement and supersedes all prior or contemporaneous communications and understandings on the subject matter. No third-party beneficiaries are created by this Agreement.
32. Publicity Neither Party will use the other’s name, logo, or trademarks in publicity, marketing, or press releases without prior written consent, except as required by law.
33. Electronic communications; e-signatures Customer consents to transact electronically and to receive contracts, notices, and disclosures by electronic means. Electronic acceptance, signatures, clickwrap, and records created and stored by NanoBrand constitute original writings and are admissible to the fullest extent permitted by law. NanoBrand may rely on orders placed via Customer accounts or business email domains as authorized.
34. Website listings; pricing and availability; errors Listings are informational only and may change without notice prior to order acceptance. Availability shown online is indicative. NanoBrand may correct any errors or omissions (including price, specification, or availability) and cancel affected orders prior to shipment; if cancelled after payment, NanoBrand will promptly refund the affected amounts. Listing a Product online does not grant any license, constitute a recommendation, or imply noninfringement (see Section 18.5).
35. Website account; security; fraud screening Customer is responsible for maintaining the confidentiality of its account credentials and for all activities under its accounts. Customer must promptly notify NanoBrand of any suspected unauthorized use. NanoBrand may implement anti-fraud, sanctions, and export screening and may hold or cancel orders pending review.
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