Terms & Conditions

1. Quotation and Price Changes

The quotation is valid for thirty (30) days from the date of the quotation, unless otherwise noted. ASDS may revise the prices provided in the quotation if:

1. The information provided by the client is inaccurate or incomplete.
2. The client requests changes in ASDS's responsibilities, the specifications of the material, project instructions, procedures, assumptions, processes, protocols, test methods, or analytical requirements.
3. Any other reason set forth in the quotation.

2. R&D, Pilot-Scale Process Risk, and Yield Disclaimers

Customer explicitly acknowledges and agrees that the services provided by ASDS often involve experimental, laboratory, R&D, or pilot-scale chemical processing and process engineering scale-up. Due to the inherent technical uncertainties of executing un-optimized processes, scaling up formulations, determining glass transition temperatures (Tg), and assessing feed material variability:

• ASDS does not guarantee a specific mass-balance yield, purity profile, production throughput rate, or precise physical powder characteristics (such as exact moisture content or particle-size distribution) for initial evaluation, optimization, or shakedown process runs.
• The Customer bears the sole operational and financial risk of raw material loss, shrinkage, or process yield variances occurring during engineering, shakedown, or optimization trials. Failure to achieve a specific target yield or standard commercial specification during these experimental phases shall not constitute a breach of contract or failure of performance by ASDS.

3. Customer-Supplied Materials and Facility Safety Warranties

Customer warrants that all materials, chemical feeds, and ingredients supplied to ASDS for processing are fully, accurately, and thoroughly characterized in writing.

• Customer must provide complete and up-to-date Safety Data Sheets (SDS) and explicitly disclose all known or suspected handling hazards, including but not limited to toxicity, corrosivity, environmental reactivity, thermal instability, and dust explosibility characteristics (such as Kst and Pmax values).
• Customer shall be directly liable for, and shall indemnify, defend, and hold harmless ASDS and its employees from, any and all direct costs, facility or equipment damages, lines/hoses/atomizer fouling, dust collector bag blinding, environmental remediation expenses, disposal costs, or regulatory fines resulting from hidden hazards, uncharacterized material traits, or inaccurate information provided regarding Customer-supplied feeds.

4. Shipping, Delivery, and Delays

All shipments are F.O.B. the location indicated by ASDS unless otherwise noted in the quotation. Customer must include any special shipping instructions with the order. ASDS reserves the right to make delivery installments, all such installments to be separately invoiced and paid for when due, per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Customer of Customer's obligation to accept delivery.

Customer must inspect all goods immediately upon receipt and notify ASDS in writing within ten (10) days of any claims of shortages, defects, or damages, and shall hold the goods for ASDS's written instructions concerning return or disposition. If Customer fails to notify ASDS within the ten (10) days of receiving the goods, they have agreed to accept all goods and pay for goods in full, per invoice.

5. Force Majeure

Neither party will be responsible for any failure to perform or for delay in performance resulting from any cause beyond its reasonable control, including but not limited to, fire, explosion, accident, theft, vandalism, strikes or labor difficulties, natural disasters, acts of God, factory shutdowns, wars, riots, or shortages in transportation. If ASDS cannot complete an order within ninety (90) days due to any such cause, Customer may cancel the order without liability to ASDS.

6. Payment and Taxes

Payment Terms: Terms of sale are net 30 days of invoice, unless otherwise noted in the quotation. USD is the only acceptable currency for payment. New customers will be required to provide credit references and all sales are subject to approved credit. Prepayment is required for the first order, unless other arrangements have been approved prior to sale.

Taxes: Customer is responsible for all taxes, including sales, duty custom, use, or other charges imposed by US or foreign governments, unless otherwise noted. If ASDS is required to pay a tax as a direct result of a project, the Customer must reimburse ASDS, or provide ASDS with a tax exemption certificate or other document acceptable to the authority imposing the tax at the time of the order, unless otherwise noted.

7. Warranties and Limitation of Liability

ASDS will perform services in a professional manner in accordance with mutually agreed upon specifications and project instructions. If goods sold or services rendered to Customer are deemed defective or nonconforming to ASDS's satisfaction, Customer's sole and exclusive remedy will be, at ASDS's discretion: (a) credit Customer's account for the purchase price, or (b) have the goods replaced or re-processed without charge, or (c) receive a refund of the purchase price.

Limitation of Liability: In no event shall ASDS be liable to Customer or any third party for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, loss of revenue, downtime, or loss of Customer-supplied raw materials, arising out of or in connection with the manufacturing, toll services, or consulting advisory provided, regardless of the form of action. In no event shall ASDS's aggregate liability exceed the total fees actually paid by Customer to ASDS under the specific quotation or purchase order giving rise to the claim.

8. Intellectual Property Allocations

Customer retains all right, title, and interest in and to its proprietary materials, chemical recipes, formulas, and intellectual property provided to ASDS ("Customer IP"). ASDS retains exclusive ownership of all its pre-existing methodologies, engineering frameworks, operational practices, and technical expertise ("ASDS Background IP").

Any process engineering parameters, equipment configurations, specific nozzle arrangements, gas-flow settings, atomization pressures, or inlet/outlet thermal profiles developed, modified, or optimized by ASDS during the execution of services to successfully process or spray-dry the material shall belong exclusively to ASDS.

9. Consulting and Advisory Disclaimer

All professional consulting services, technical recommendations, dryer selection parameter guidelines, and scale up models are provided as advisory opinions based on laboratory data and standard engineering principles. Because mechanical execution and utility environments outside of ASDS's facility are beyond its control, ASDS does not warrant or guarantee commercial viability, downstream equipment performance, yield predictability, or regulatory compliance for client operations executing outside of ASDS's own physical facilities.

10. Confidentiality and Non-Circumvention

Confidentiality, Secrecy, and/or Non-circumvent agreements may need to be executed prior to the placement of any order. ASDS may utilize partner companies to manufacture products. We do business with our partners on a project-exclusive basis, and our partners honor non-circumvention agreements with us.

Customer explicitly agrees that it shall not bypass or circumvent ASDS by entering into direct manufacturing contracts, production agreements, or vendor relationships with any third-party production partner, equipment vendor, or operational facility disclosed or made available to the Customer by ASDS during the course of evaluation, consulting, or toll processing.

11. Changes, Cancellations, and Conflicts

Changes: No changes are accepted after a Purchase Order is received unless those changes are memorialized in writing by ASDS.

Cancellations: Customer may not cancel an order unless ASDS agrees to the cancellation in writing. In this event, the Customer agrees to pay all manufacturing, engineering, service, or raw material charges incurred up to the point of cancellation. Once goods have been shipped to the Customer, no cancellations are allowed.

Conflicts: To the extent Customer terms and conditions may differ or conflict, these terms and conditions shall strictly apply and govern in case of any dispute.

12. Use and Disposal of Goods

Customer agrees to use and dispose of goods sold by ASDS in accordance with all applicable local, state, and federal laws, rules, and regulations.

13. Indemnification

Customer will not hold ASDS or its affiliates responsible for any third-party claim arising from one of the following:

1. The manufacture, promotion, marketing, distribution, or sale of the goods.
2. Use or exposure to the goods.
3. Exposure to the materials provided by the customer.
4. Negligence or willful misconduct of the customer.
5. Breach of the quotation by the customer.
6. Use of any intellectual property provided by the customer to ASDS.

ASDS will not hold the customer responsible for any third-party claim arising from one of the following:

1. Any negligence or willful misconduct by ASDS.
2. ASDS's breach of the quotation.

14. Patents

Buyer will hold ASDS harmless against any such expense, judgment, or loss for infringement of any patents or trademarks or other third-party property rights which result from Buyer's particular use of the Product(s) or from ASDS's compliance with Buyer's designs, specifications, or instructions. ASDS's instructions and recommendations are not intended to suggest operations which would infringe any patents, and ASDS assumes no responsibility for any such infringement. ASDS may, without liability to Buyer, decline to continue deliveries of any Product where the manufacture, sale, or use of the Product would, in ASDS's reasonable opinion, infringe any patent now or hereafter issued.