These Terms of Purchase and Usage (the “Agreement”) are entered into by and between the purchaser (“Buyer”) and Indogulf BioAg LLC (“Seller”) for the sale and use of microbial strains, biological formulations, nano formulations, and related materials (collectively, the “Products”). By purchasing or using the Products, the Buyer agrees to be bound by the terms set forth below.

​

1. General Terms

​

1.1 Sale and Delivery – The sale of Products is finalized once the Seller confirms the Buyer’s order and receives payment in full, subject to availability of the Products. Delivery will be made in accordance with the terms outlined in the purchase order or, for website orders, the estimated delivery time provided at checkout. The Seller will use commercially reasonable efforts to deliver the Products on the specified date; however, delivery dates are not guaranteed and may be subject to delays. The risk of loss or damage to the Products passes to the Buyer upon delivery to the designated shipping address. The Buyer is responsible for inspecting the Products upon receipt and notifying the Seller of any discrepancies or damages within the time frame specified in the return policy.

 

1.2 Product Specifications – The Seller warrants that the Products will conform to the specifications outlined in the purchase order, product description, or catalogue, whichever applies, at the time of delivery. The Buyer agrees to use the Products solely for the purposes specified by the Seller and in accordance with any instructions or guidelines provided. Any deviation from the intended usage may void this warranty. The Seller makes no further warranties regarding the Products’ performance or suitability for any particular purpose beyond what is expressly stated.

 

1.3 Pricing and Payment – Pricing and Payment: The price of the Products will be as specified in the purchase order or as listed on the website at the time of purchase. All prices are subject to change without prior notice, except where the Buyer has already placed an order. Payment for the Products is due at the time of purchase unless otherwise agreed in writing. The Buyer agrees to pay the full amount specified, including any applicable taxes, shipping fees, or other charges. Payments must be made using the payment methods accepted by the Seller on the website or as specified in the purchase order. Failure to make timely payment may result in the delay or cancellation of the order.

 

1.4 Title and Risk of Loss – Title to and risk of loss for the Products passes to Buyer upon delivery to Buyer’s designated delivery address. For sales made through the website, title to the Products will transfer to the Buyer upon shipment. Risk of loss or damage to the Products passes to the Buyer at the time the Products are delivered to the carrier. The Buyer assumes full responsibility for the Products upon such transfer, including any loss or damage occurring during shipping or after delivery.

 

2. Usage of Products

 

2.1 Permitted Use – The Buyer agrees to use the Products solely for the purposes for which they are intended, as outlined in the product specifications or accompanying documentation provided by the Seller. The Buyer shall not modify, resell, or distribute the Products without prior written consent from the Seller. Any use of the Products that is not in accordance with the Seller’s instructions or specifications may void any warranties and could result in the Buyer being held liable for any damages or loss arising from such misuse. The Buyer is responsible for ensuring that the Products are used in compliance with all applicable laws, regulations, and industry standards.

 

2.2 Prohibited Use – The Buyer agrees not to use the Products for any unlawful, illegal, or unauthorized purposes. The following actions are strictly prohibited:

 

a) Modifying, disassembling, or reverse-engineering the Products, unless explicitly authorized by the Seller.

b) Reselling, distributing, or otherwise transferring the Products without the Seller's prior written consent.

c) Using the Products in a manner that could cause harm, damage, or degrade their performance, or that could expose the Seller to legal liability.

d) Using the Products for any purpose other than the intended use as specified by the Seller.

e) Exporting or using the Products in violation of applicable export control laws or regulations.

 

2.3 No Resale or Redistribution – The Buyer agrees that the Products purchased are for personal use or internal business purposes only and shall not be resold, redistributed, or transferred to any third party without the prior consent of the Seller. The Buyer shall not engage in any activity that involves the sale, distribution, or transfer of the Products in any unauthorized manner, including but not limited to resale through online marketplaces, retail stores, or other distribution channels. Any attempt to resell or redistribute the Products without Seller’s approval may result in the immediate termination of the Buyer’s rights to the Products and legal action to recover damages.

 

2.4 Reverse Engineering – The Buyer agrees not to reverse-engineer, genetically modify, deconstruct, or otherwise attempt to replicate or reproduce any microbial strains, biological formulations, nano formulations, or related materials, or any component thereof, unless expressly authorized in writing by the Seller. This includes, but is not limited to, attempts to isolate, sequence, or manipulate the genetic or biochemical components of the Products. The Buyer further acknowledges that such Products are proprietary and may contain confidential or protected intellectual property, and any unauthorized actions may result in legal action. The Buyer agrees to use the Products solely for their intended purpose and in accordance with the Seller’s instructions and guidelines.

 

2.5 Permission for Analysis and Derivative Formulations – The Buyer may only analyze, test, or study the Products for the sole purpose of evaluating their performance or suitability for the intended use as outlined by the Seller. Any analysis or testing that results in the creation of derivative formulations, products, or modifications based on the Seller’s Products requires prior consent from the Seller. The Buyer agrees that any derivative formulations or products created through such analysis shall be the exclusive property of the Seller unless otherwise agreed in writing. Unauthorized creation of derivative formulations or products may result in legal action and the termination of any rights to the Products. Any client intending to analyze the Products or use them to formulate derivative products should reach out to biosolutions@indogulfgroup.com to gain consent.

 

2.6 Permission to Use in Other Products with the Consent of Seller – The Buyer may not incorporate the Seller’s Products into other products without the prior consent of the Seller. Any request for such use must be submitted to the Seller for approval, and the Seller reserves the right to deny or impose specific terms and conditions for such use. The Buyer agrees that any use of the Seller’s Products in other products, once consent is granted, will be subject to the Seller’s guidelines and intellectual property protections. Unauthorized use or incorporation of the Products into other products may result in legal action and termination of the Buyer’s rights to the Products.

 

2.7 Intellectual Property Rights – All intellectual property rights, including but not limited to patents, trademarks, copyrights, trade secrets, and proprietary information related to the Products, whether registered or unregistered, are and shall remain the exclusive property of the Seller or its licensors. The Buyer acknowledges that the purchase of Products does not grant any ownership rights, licenses, or permissions to use the Seller’s intellectual property, except as expressly permitted under the terms of this agreement. The Buyer agrees not to use, reproduce, distribute, or otherwise infringe upon the Seller’s intellectual property in any manner, except for the specific purpose of using the Products as intended and in accordance with the terms set forth in the agreement. Any unauthorized use of the Seller’s intellectual property, including any attempt to reverse-engineer, modify, or create derivative works of the Products, will result in the immediate termination of the Buyer’s rights and may lead to legal action for infringement. The Buyer further agrees to notify the Seller promptly of any infringement or suspected infringement of the Seller’s intellectual property rights.

 

3. Safety, Handling, and Storage

 

3.1 Safety Precautions – Buyer agrees to handle, store, and dispose of the Products in accordance with Seller’s guidelines and any applicable safety regulations. The Buyer is responsible for ensuring that all personnel handling the Products are adequately trained.

 

3.2 Storage Conditions – Buyer agrees to store the Products under the specific conditions recommended by Seller to maintain product integrity and efficacy.

 

4. Warranties and Liability

 

4.1 Warranties – The Seller warrants that the Products will conform to the specifications provided in the purchase order, product description, or catalogue at the time of delivery. The Seller further warrants that the Products, at the time of delivery, are free from defects in material and workmanship, subject to normal usage and handling. This warranty is exclusive and is in lieu of all other warranties, express or implied, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose.

 

4.2 Limitations of Warranty – This warranty does not apply to any Products that have been subjected to misuse, abuse, alteration, neglect, or improper handling, storage, or installation by the Buyer or any third party. Additionally, the warranty does not cover defects arising from natural wear and tear, improper use, or failure to follow the Seller's instructions.

 

4.3 Disclaimer of Other Warranties – Except as expressly stated herein, the Seller makes no other representations or warranties, whether written, oral, or implied, regarding the Products, and expressly disclaims any implied warranties of merchantability or fitness for a particular purpose.

 

4.4 Liability – The Seller’s liability under this agreement, whether in contract, tort, or otherwise, shall be limited to the replacement or repair of defective Products, or, at the Seller’s discretion, a refund of the purchase price for the affected Products. Under no circumstances shall the Seller be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of profits, revenue, or use, arising out of or related to the use or inability to use the Products, even if the Seller has been advised of the possibility of such damages.

 

4.5 Limitation of Liability – In any event, the Seller's total liability for all claims arising out of or in connection with the Products, whether in contract, tort, or otherwise, shall not exceed the amount paid by the Buyer for the specific Products giving rise to the claim.

 

5. Confidentiality

 

5.1 Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the Agreement, including but not limited to trade secrets, business plans, financial information, technical data, or any other sensitive information related to the Products or the transaction.

 

5.2 The Buyer agrees not to disclose, use, or permit the use of such confidential information for any purpose other than the fulfilment of this Agreement unless required by law or with the prior written consent of the Seller. The obligation of confidentiality will remain in effect during the term of this Agreement and for a period of 3 (three) years following its termination.

 

5.3 The Buyer acknowledges that any unauthorized disclosure or use of confidential information may result in significant harm to the Seller, and the Seller reserves the right to seek injunctive relief and any other legal remedies available in the event of a breach.

 

5.4 This confidentiality obligation does not apply to information that (i) is already in the public domain at the time of disclosure, (ii) becomes publicly available through no fault of the receiving party, or (iii) is independently developed by the receiving party without reference to the disclosing party’s confidential information.

 

6. Termination

 

6.1 Termination by Seller – Seller may terminate this Agreement immediately upon written notice if Buyer breaches any material term of this Agreement, fails to make payment when due, or uses the Products in an unlawful or prohibited manner.

 

6.2 Termination by Buyer – Buyer may terminate the Agreement at any time, provided that all payments due at the time of termination are made in full.

 

 

7. Indemnity – Buyer agrees to indemnify, defend, and hold harmless Seller, its officers, directors, employees, and agents from any and all claims, damages, losses, liabilities, and expenses arising out of Buyer’s use of the Products or breach of this Agreement.

 

8. Governing Law and Dispute Resolution

 

8.1 Governing Law – This Agreement shall be governed by and construed in accordance with the Laws of the state of Wyoming, without regard to its conflict of laws principles.

 

8.2 Dispute Resolution – Any dispute arising from this Agreement shall be resolved through binding arbitration in the state of Wyoming, under the rules of the state of Wyoming.

 

9. Miscellaneous

 

9.1 Entire Agreement – This Agreement constitutes the entire understanding between the parties regarding the Products and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter.

 

9.2 Amendments – Any amendment or modification of this Agreement must be in writing and signed by both parties.

 

9.3 Severability – If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.

 

9.4 Force Majeure – Neither party shall be liable for any failure or delay in performance due to causes beyond their reasonable control, including but not limited to natural disasters, governmental actions, or supply chain disruptions.