Terms & Conditions
Duramea
Last Update: 01 March 2026
These Terms & Conditions (“T&C”) govern all deliveries of goods and provision of services by Duramea FlexCo, Sandgasse 36 / IV, 8010 Graz, Austria, commercial register no. FN 639282x (“Seller”) to its business customers (“Customer”).
1. Scope and applicability
1.1 These T&C apply exclusively to contracts with entrepreneurs within the meaning of the Austrian Commercial Code (UGB), legal entities under public law, as well as universities and research institutions (collectively, “Customer”). Sales to consumers are excluded.
1.2 These T&C apply to (i) goods/products (“Goods”), which may include, inter alia, membrane electrode assemblies (MEAs), catalyst-coated membranes (CCMs), catalyst-coated substrates (CCSs), and other related components, prototypes and samples; (ii) services such as coating, measurement, testing, development and consulting (“Services”); and (iii) any test reports, data and other results generated in the course of the Services (“Results”).
1.3 Any differing or additional terms of the Customer shall not apply unless expressly confirmed in writing by the Seller. Performance of deliveries/services does not constitute acceptance of Customer terms.
1.4 References to “in writing” include email unless mandatory statutory written form is required.
1.5 “Publication-Controlled Material” (“PCM”) means any Goods, Services deliverables or Results that are explicitly marked as “PCM” on the product label, delivery note, certificate of analysis (CoA), statement of work (SOW) and/or test report. Any Goods, Services deliverables or Results not marked as PCM are “PP (Publication Prohibited)”. Publication and public disclosure are governed by Section 13 and may be strictly restricted for PP.
2. Contract formation and order of precedence
2.1 Unless expressly stated otherwise, quotations and offers are non-binding and subject to change.
2.2 A contract is concluded only upon (i) the Seller’s written order confirmation, or (ii) commencement/performance of delivery or Services by the Seller.
2.3 In case of inconsistencies, the following order of precedence applies: (1) individual written agreement / project agreement / statement of work (SOW), (2) order confirmation, (3) offer, (4) these T&C.
2.4 These T&C become part of the contract if the Seller references them in the offer and/or order confirmation and makes them accessible to the Customer (e.g., as PDF attachment or via a stable link).
3. Specifications and Use Conditions
3.1 Unless expressly agreed in writing as binding specifications, the Goods and Services are research and development (R&D) products and activities and are provided “as is”. Performance data, durability and other characteristics may vary due to material and process variability.
3.2 Information in data sheets, specifications, quotations, test reports, presentations, emails or discussions is provided for guidance only, may reflect typical or average values under specific test conditions, and is not binding unless expressly designated as a written warranty/guarantee by the Seller. Any technical advice is given without obligation and does not relieve the Customer from its own testing and validation duties.
3.3 The Customer is solely responsible for verifying suitability of the Goods and Results for the intended application, including integration into stacks, safety approvals, regulatory compliance and validation under the Customer’s operating conditions. The Seller does not warrant fitness for a particular purpose, compatibility with third-party components, or achievement of any performance targets in the Customer’s system, unless expressly agreed in writing.
4. Prices, taxes and payment
4.1 All prices are net prices excluding VAT and any duties, levies, bank charges, shipping, packaging or insurance costs, unless expressly stated otherwise.
4.2 Unless otherwise agreed, invoices are payable within 14 days net from invoice date, without deduction.
4.3 In the event of late payment, statutory default interest for B2B transactions and reasonable dunning costs apply. The Seller may suspend further deliveries/services until payment is received.
4.4 Set-off and retention rights are permitted only with claims that are undisputed or finally adjudicated.
5. Delivery, transfer of risk, timelines, partial deliveries
5.1 Delivery dates are non-binding unless expressly agreed as fixed dates.
5.2 Unless otherwise agreed, deliveries are made EXW (Incoterms® 2020) Seller’s facility. Risk transfers to the Customer upon making the Goods available for collection or handover to the carrier.
5.3 Partial deliveries and partial Services are permissible if reasonable for the Customer.
5.4 Force majeure and events beyond the Seller’s reasonable control (e.g., supply chain disruption, energy outages, official measures, strikes) extend delivery/service periods accordingly. Claims for damages due to such events are excluded.
6. Retention of title
6.1 Delivered Goods remain the Seller’s property until full payment of all claims arising from the business relationship.
6.2 The Customer must handle retained Goods with due care and insure them appropriately against customary risks. Any processing or combination shall, to the extent legally permissible, be performed on behalf of the Seller.
7. Customer obligations; customer-supplied materials
7.1 The Customer shall provide all information, specifications, materials, access and approvals necessary for performance in a timely manner.
7.2 Delays and additional costs resulting from insufficient or defective cooperation shall be borne by the Customer.
7.3 If the Customer provides its own materials (e.g., membranes, substrates), the Customer is responsible for their suitability, cleanliness, safety and legal compliance (including that they do not infringe third-party rights).
7.4 Where the Customer provides materials, membranes, substrates, parts, fixtures or other items for coating, assembly, testing or analysis (“Customer Materials”), the Customer warrants that such Customer Materials are suitable, safe to handle, and comply with all applicable laws and regulations.
7.5 The Customer shall provide, prior to shipment or handover, all necessary documentation for the Customer Materials, including (as applicable) specifications, a certificate of analysis (COA) or similar quality certificate, safety data sheets (SDS), handling instructions, and any known sensitivities (e.g., humidity/CO2 sensitivity, contamination risk).
7.6 Unless expressly agreed otherwise in writing, the Seller performs only a limited incoming check (typically visual/packaging inspection). The Seller is not obliged to perform analytical verification of the Customer Materials. Any defects, variability or non-conformities of the Customer Materials remain the Customer’s responsibility.
7.7 The Customer bears the risk that Customer Materials or their properties cause (i) failure to achieve expected Results, (ii) damage to the Customer Materials, or (iii) damage to the Goods and/or Results. Any warranty and liability of the Seller is excluded to the extent a defect, deviation or damage is attributable to Customer Materials or Customer instructions.
7.8 The Customer shall indemnify and hold harmless the Seller from any third-party claims (including reasonable legal costs) arising out of (i) alleged infringement of intellectual property rights related to Customer Materials or Customer specifications/instructions, and/or (ii) unlawful or unsafe composition, packaging or labeling of Customer Materials.
7.9 Unless otherwise agreed, Customer Materials are shipped to and from the Seller at the Customer’s cost and risk. The Seller may, after completion of the Services, return remaining Customer Materials or dispose of them in a compliant manner; disposal and special handling costs may be charged to the Customer.
8. Services, test reports and Results
8.1 The scope of Services (e.g., coating parameters, test program, test conditions, documentation) is defined in the offer/order confirmation/SOW.
8.2 Test and measurement Results apply only to the specific samples tested under the documented conditions. No transferability to series production or other operating conditions is owed unless expressly agreed.
8.3 Unless expressly agreed otherwise, the Seller owes diligent performance of Services but not a specific technical or economic success.
9. Inspection, acceptance and defect notice
9.1 The Customer must inspect Goods immediately upon receipt and inspect Services and Results immediately upon provision.
9.2 Obvious defects must be notified in writing within 7 calendar days of receipt/provision; hidden defects must be notified without undue delay after discovery. If notice is not timely, the delivery/service is deemed accepted.
9.3 Defect notices do not entitle the Customer to withhold due payments unless the defect materially affects a substantial part of the delivery/service.
10. Warranty (B2B) and limitations
10.1 To the extent legally permissible and considering the R&D character, the Seller’s warranty is limited to cure (repair/replacement) at the Seller’s discretion. Rescission or price reduction is only available if cure fails or is unreasonable.
10.2 No warranty applies to issues caused by (i) Customer materials, integration, operation, storage, contamination, (ii) improper handling, or (iii) normal variability in R&D products.
10.3 Warranty period: 6 months from transfer of risk, unless mandatory law provides otherwise.
10.4 Any guarantees/assurances apply only if expressly labeled as such in writing.
11. Liability
11.1 The Seller is liable only for intent and gross negligence. For slight negligence, the Seller is liable only for breach of essential contractual obligations and then limited to foreseeable, typical damages.
11.2 To the extent legally permissible, liability for lost profit, production downtime, indirect or consequential damages, loss of data, and third-party claims is excluded.
11.3 To the extent legally permissible, the Seller’s aggregate liability per order/contract is capped at (i) the net order value actually paid under the relevant order/contract and (ii) in any event a maximum of EUR 50,000, whichever is lower, unless a higher cap is expressly agreed in the applicable SOW/offer/order confirmation.
11.4 Mandatory liability regimes (e.g., product liability, personal injury) remain unaffected.
12. Intellectual property and usage rights
12.1 All intellectual property rights, know-how, processes, formulations, designs, software, documentation and materials of the Seller remain with the Seller.
12.2 Unless otherwise agreed, the Customer receives a non-exclusive, non-transferable right to use reports and Results for internal purposes and academic research/validation only. Any publication or other public disclosure is permitted solely in accordance with Section 13.
12.3 Reverse engineering, decompilation, or reproduction for commercial replication is prohibited to the extent legally permissible, unless expressly agreed.
13. Confidentiality and publications
13.1 Each party shall keep confidential information of the other party strictly confidential and use it only for contract performance.
13.2 Confidential information includes in particular prices, specifications, process parameters, test data, prototypes and samples.
13.3 PP (Publication Prohibited): By default, all Goods, Services and Results are PP unless classified as PCM (Publication-Controlled Material) in accordance with Section 13.4. For PP, the Customer shall not publish, present, post or otherwise publicly disclose any Results, data, images, descriptions or other information relating to the Seller’s Goods, Services and/or Results or the contractual work, unless the Seller has given its prior written consent. This prohibition applies even if the Seller’s name, trademarks, product names or identifiers are not mentioned (i.e. anonymised publication is not permitted for PP).
13.4 Publication classification and rules (PCM / PP)
(a) Default classification = PP: All Goods, Services and/or Results are classified as PP (Publication Prohibited) unless the Seller expressly designates them as PCM. For PP, any publication or other public disclosure is strictly prohibited, including anonymised publication, unless the Seller gives prior written consent.
(b) PCM designation: Goods, Services and/or Results are classified as PCM (Publication-Controlled Material) only if the Seller expressly designates them as “PCM”, for example in the Offer, Order Confirmation, statement of work (SOW), test report, certificate of analysis (CoA), delivery note and/or by a label on the Product.
(c) PCM – anonymised publication permitted without approval: For PCM, the Customer may publish without prior approval provided that the publication is anonymised and does not identify the Seller or its products in any way (including, without limitation, the name “Duramea”, any trade names, product names, part/batch numbers, photos identifying the Product, or proprietary process parameters).
(d) PCM – identifying the Seller requires prior review: If the Customer intends to name or otherwise identify the Seller and/or any of the Seller’s products (including “Duramea” or any product name/identifier), the Customer must submit the relevant publication text and context to the Seller in advance. Publication with such identification is permitted only after the Seller’s prior written approval.
13.5 Mandatory disclosures: If publication/disclosure is required by law, court order or mandatory funding rules, the Customer shall (to the extent legally permitted) notify the Seller in advance and cooperate in good faith to minimise disclosure and to allow the Seller to protect its confidential information and intellectual property.
14. Compliance, export control and safety
14.1 The Customer shall comply with applicable export control, sanctions, customs and trade compliance laws. The Seller may suspend deliveries where compliance risks are identified.
14.2 The Customer is responsible for safe handling, storage and disposal of the Goods in accordance with applicable laws, regulations and safety documentation.
15. Returns and cancellations
15.1 Returns require prior written RMA authorization. Goods returned without authorization may be rejected.
15.2 Custom coatings, customer-specific Goods, prototypes and special R&D batches are generally non-returnable unless a defect is acknowledged by the Seller.
15.3 Cancellations require the Seller’s written consent. Costs incurred up to cancellation (materials, labor, external labs) will be invoiced.
16. Data protection
16.1 If personal data is processed, the parties shall comply with applicable data protection laws. Where required, the parties shall conclude a data processing agreement (DPA).
17. Governing law and jurisdiction; severability
17.1 Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG), to the extent permitted.
17.2 Exclusive place of jurisdiction for all disputes is Graz, Austria, to the extent legally permissible. The Seller may also sue at the Customer’s seat.
17.3 If any provision of these T&C is or becomes invalid, the remaining provisions remain effective. The invalid provision shall be replaced by a valid provision that comes closest to the economic intent.