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TERMS AND CONDITIONS

BIOS TERMS AND CONDITIONS OF SERVICE AND SALE

Effective Date: April 22, 2026

1. ACCEPTANCE OF TERMS AND CONDITIONS

These Terms and Conditions (“Terms”) form a legally binding agreement between you, whether personally or on behalf of an entity (“Client,” “you,” or “your”), and BIOS (“BIOS,” “we,” “us,” or “our”), concerning your access to and use of our website, as well as the provision of any design, manufacturing, procurement, and installation services (“Services”) and the sale of engineered surfaces, modular architecture, and custom joinery (“Products”). By signing a proposal, approving a Bill of Quantities (BoQ), paying a deposit, or otherwise engaging our Services, you expressly agree to be bound by these Terms in their entirety.

2. DEFINITIONS

  • “Agreement” refers to the overarching contract between BIOS and the Client, incorporating the approved proposal, BoQ, project schedule, and these Terms.

  • “Products” refers to any physical goods manufactured, sourced, or supplied by BIOS, including but not limited to compact phenolic boards, high-pressure laminates, custom joinery, modular partitions, and specialized acoustic ceilings.

  • “Services” refers to the design, 3D modeling, operational consultancy, project management, manufacturing, and on-site installation provided by BIOS.

  • “Site” refers to the physical location where the Products are to be delivered and installed.

3. PROPOSALS, SPECIFICATIONS, AND ORDERS

  • 3.1 Proposals and BoQ: All proposals, estimates, and Bills of Quantities provided by BIOS are valid for a period of thirty (30) days from the date of issue unless otherwise stated in writing.

  • 3.2 Design Approvals: BIOS will provide initial concept designs, 3D renderings, and technical drawings. The Client is responsible for reviewing and approving these designs in writing. Once approved, these specifications become the baseline for manufacturing.

  • 3.3 Change Orders: Any alterations to the approved design, material specifications, or scope of work requested by the Client after manufacturing has commenced must be submitted in writing as a “Change Order.” BIOS reserves the right to adjust pricing, payment schedules, and delivery timelines to accommodate Change Orders. BIOS is not obligated to proceed with a Change Order until written approval and any required additional deposits are received.

4. PRICING AND PAYMENT TERMS

  • 4.1 Payment Structure: Unless otherwise negotiated and explicitly stated in the formal Agreement, our standard payment terms are as follows:

    • A fifty percent (50%) non-refundable deposit is required upon signing the agreement and prior to the commencement of final technical drawings, material procurement, and factory manufacturing.

    • A forty percent (40%) milestone payment is required prior to the dispatch of Products from the BIOS manufacturing facility or warehouse.

    • The remaining ten percent (10%) balance is due immediately upon the practical completion of the site installation or delivery of goods (if installation is not included).

  • 4.2 Late Payments: Outstanding balances not paid within seven (7) days of the invoice due date will accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. BIOS reserves the right to halt production, withhold delivery, or suspend on-site installation without liability for any resulting project delays if payments are not made according to the agreed schedule.

  • 4.3 Taxes and Duties: All prices are exclusive of applicable local taxes, VAT, import duties, and shipping tariffs unless otherwise specified in the BoQ. The Client is solely responsible for the payment of all such taxes.

5. MANUFACTURING TOLERANCES AND MATERIALS

  • 5.1 Tolerances: BIOS manufactures Products to exact technical specifications using state-of-the-art machinery. However, due to the nature of industrial manufacturing and the raw materials used, minor variations in color, texture, and dimensional tolerances within acceptable international standards (e.g., ISO, CE) may occur. These minor variations do not constitute a defect or grounds for rejection of the Products.

  • 5.2 Material Properties: High-performance engineered surfaces, including phenolic panels and decorative laminates, are designed for extreme durability. However, they must be maintained according to BIOS guidelines. Natural materials or wood veneers may exhibit variations in grain and color, which are inherent characteristics of the material and not defects.

6. DELIVERY, SITE MOBILIZATION, AND INSTALLATION

  • 6.1 Timelines: All delivery and installation dates provided by BIOS are good-faith estimates. While we practice rigorous construction management to meet these deadlines, BIOS shall not be held liable for delays caused by third-party shipping interruptions, customs delays, or unforeseen Site conditions.

  • 6.2 Site Preparation: If BIOS is providing installation Services, the Client is strictly responsible for ensuring the Site is fully prepared prior to our mobilization. This includes ensuring the Site is clear of debris, structurally sound, free of hazardous materials, and equipped with adequate power and lighting. If BIOS installation teams are delayed due to an unprepared Site, the Client will be billed for idle labor hours and extended mobilization costs.

  • 6.3 Storage Fees: If the Client is unable to accept delivery of the Products on the agreed-upon date, BIOS will arrange to store the materials at the Client’s sole risk and expense. Storage fees will accrue weekly until the Client accepts delivery.

7. TITLE AND RISK OF LOSS

Risk of loss or damage to the Products passes to the Client upon delivery to the Site or upon collection by the Client’s designated freight carrier. However, legal title to and ownership of the Products shall remain with BIOS until we have received full and final payment of all amounts due under the Agreement.

8. WARRANTIES AND DISCLAIMERS

  • 8.1 Limited Warranty: BIOS warrants that all manufactured Products will be free from material defects in workmanship for a period of one (1) year from the date of practical completion or delivery. Specific engineered surfaces (e.g., compact boards) may carry extended manufacturer warranties, which will be passed directly to the Client.

  • 8.2 Exclusions: This warranty does not cover damages resulting from:

    • Normal wear and tear.

    • Accidental damage, vandalism, or abuse.

    • Improper maintenance or the use of abrasive/prohibited cleaning chemicals.

    • Unauthorized modifications, repairs, or alterations made by third parties.

    • Structural shifts or settling of the building in which the Products are installed.

  • 8.3 Disclaimer: EXCEPT AS EXPRESSLY SET FORTH HEREIN, BIOS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, in no event shall BIOS, its directors, employees, or manufacturing partners be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, operational downtime, or loss of business opportunity, arising out of or related to this Agreement. The total, cumulative liability of BIOS for any claims arising out of the Services or Products shall not exceed the total amount actually paid by the Client to BIOS under the specific Agreement giving rise to the claim.

10. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights, including but not limited to 3D models, CAD drawings, operational concepts, manufacturing techniques, and architectural designs created by BIOS during the course of providing Services, remain the sole and exclusive property of BIOS. The Client is granted a limited, non-transferable license to use the final installed designs for their intended physical purpose. The Client may not reproduce, reverse-engineer, or share BIOS proprietary designs, blueprints, or BoQs with competing third-party manufacturers without our express written consent.

11. CONFIDENTIALITY

Both parties agree to hold in strict confidence any proprietary or confidential information disclosed by the other party during the course of the project. This includes pricing structures, manufacturing methods, business strategies, and client data. This obligation shall survive the termination or completion of the Agreement.

12. FORCE MAJEURE

BIOS shall not be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, government restrictions, labor strikes, material shortages, or severe supply chain disruptions. In such an event, the timeline for performance shall be extended by a period equivalent to the duration of the delay.

13. TERMINATION

  • 13.1 By Client: The Client may terminate the Agreement prior to the commencement of manufacturing by providing written notice. In such cases, BIOS will retain the initial deposit to cover design, consultancy, and administrative costs incurred up to the point of cancellation. Once manufacturing or custom material procurement has commenced, the Agreement cannot be terminated, and the Client remains liable for the full contract value.

  • 13.2 By BIOS: BIOS reserves the right to terminate the Agreement immediately upon written notice if the Client breaches any material term of these Terms (including failure to make payments) or enters into bankruptcy, insolvency, or receivership.

14. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the jurisdiction in which BIOS is officially registered, without regard to its conflict of law principles. Any dispute, controversy, or claim shall be resolved first through good-faith negotiations. If a resolution cannot be reached within thirty (30) days, the dispute shall be submitted to binding arbitration under the rules of the applicable national arbitration association.

15. SEVERABILITY AND ENTIRE AGREEMENT

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. These Terms, alongside the formally approved proposal and BoQ, constitute the entire agreement between BIOS and the Client, superseding all prior communications, representations, or agreements, whether oral or written.