Terms and Conditions
Cryonix LLC
These Terms and Conditions (“Terms”) apply to your purchase of products and services supplied by Cryonix LLC, a Nevada limited liability company, under its Bluechiip® brand, including readers, consumables, software, and related services.
Bluechiip® is a registered trademark of Cryonix LLC. All references to “Bluechiip” herein refer to the brand and product line owned and managed by Cryonix LLC.
1. Definitions
1.1 Definitions
In these Terms and Conditions:
Bluechiip IP means all intellectual property of any nature whatsoever that subsists in or relates to the Bluechiip® Products, Software, or Bluechiip Technology, including all patents, patent applications, circuit layouts, copyrights, trade secrets, trademarks, know-how, and proprietary information owned by or licensed to Cryonix LLC and originally developed or acquired from Bluechiip Limited and Bluechiip Inc. Bluechiip IP includes any intellectual property incorporated in firmware, embedded software, or documentation used with or describing the Bluechiip® Technology, as well as the registered trademarks BLUECHIIP® and BLUECHIIP ENABLED™.
Bluechiip Technology means the proprietary MEMS-based technology commercialized under the Bluechiip® brand by Cryonix LLC, which enables the tracking and monitoring of samples and/or specimens and related data (including temperature and identification) throughout their lifecycle. Components of the technology include Readers, Workstations, Bluechiip-enabled consumables, Tags, and the associated Software.
Intellectual Property means all intellectual-property rights of any kind, whether existing under statute, common law, or equity, including patents, trademarks, copyrights, design rights, database rights, trade secrets, know-how, and all similar or equivalent rights anywhere in the world, together with all applications, renewals, extensions, and associated moral rights.
Product means any product supplied by Cryonix LLC that incorporates Bluechiip® Technology, including Bluechiip-enabled consumables, Readers, Workstations, Tags, and any bundled Software or Services.
Reader means a Bluechiip® Reader that interrogates and decodes identification and/or temperature information from Tags using technology owned by Cryonix LLC.
Software means any operating system, utility, or application software supplied or licensed by Cryonix LLC under the Bluechiip® brand - whether embedded in a Product, distributed separately, or provided as a service - and includes both object code and source code, as well as updates and related documentation.
Specification means Cryonix LLC’s published specifications for the Bluechiip® Products as amended from time to time.
Services means any services provided by Cryonix LLC relating to the Bluechiip® Technology, including software interfacing, process validation, post-warranty support, updates, maintenance, consumable supply, training, and related technical assistance.
Trade Marks means the proprietary trademarks owned by Cryonix LLC, including BLUECHIIP®, BLUECHIIP ENABLED™, and any related logos, color schemes, or trade dress used to identify Bluechiip® Products.
2. Licenses
2.1 Use of the Product and the Software License
Cryonix LLC grants to the Customer a non-exclusive, non-transferable license to use the Bluechiip® Products and to install and operate the Software in executable form, solely in accordance with the accompanying documentation and these Terms and Conditions.
2.2 Restrictions on Use
The Customer must not use any Product for tracking samples or specimens intended for human consumption.
Without the prior written consent of Cryonix LLC, the Customer must not:
(i) make, or have made, any form of copy - digital, printed, photographic, or otherwise - of the Product, except as required for its intended internal use;
(ii) post or distribute the Product or Software on any electronic bulletin board, website, or online service;
(iii) reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Product or Software; or
(iv) modify, adapt, translate, rent, lease, loan, or create derivative works from the Product or Software.
Any use of the Products or Software outside the scope of this license is strictly prohibited.
2.3 License Term
This license shall continue for as long as the Customer uses the Products and Software, unless terminated earlier for breach. Cryonix LLC may terminate the license immediately upon written notice if the Customer fails to comply with these Terms and Conditions or payment obligations. Upon termination, the Customer must cease all use of the Software and destroy or return all copies and related documentation.
3. Orders and Delivery
3.1 Orders
The Customer may issue Purchase Orders to Cryonix LLC for all Products offered under the Bluechiip® brand and listed in the current Bluechiip catalogue or quotation.
Cryonix LLC has no obligation to accept any purchase order that is inconsistent with a valid quotation.
Each order must specify the Products and quantities required. Orders may be:
• Ad-hoc Orders, placed as needed;
• Standing Orders, specifying a fixed quantity with a fixed delivery schedule; or
• Standing Flexible Orders, specifying a fixed quantity with a flexible delivery schedule within a maximum period of twelve (12) months (“Twelve-Month Delivery Period”).
3.2 Delivery and Title
Cryonix LLC shall deliver to the Customer the Products and Services covered by an accepted purchase order. Delivery terms are Ex Works (Incoterms 2020) Cryonix LLC’s nominated facility.
Risk of loss or damage passes to the Customer upon delivery to the carrier. Title passes upon full payment.
The Customer is responsible for all freight, insurance, duties, taxes, and other shipping expenses from the Ex Works point of delivery. Cryonix LLC will determine the most appropriate method of shipment using standard couriers. If the Customer requests expedited (e.g., two-day) shipping, additional charges will apply.
Where Cryonix LLC arranges logistics on the Customer’s behalf, an administration and handling fee equal to the greater of USD 50 or 2.5 % of the invoiced price per order will apply. If the Customer uses its own carrier, Cryonix LLC may charge a packing and handling fee equal to the greater of USD 50 or 2.5 % of the invoiced price per shipment.
Cryonix LLC may make partial deliveries and will notify the Customer of any anticipated delays.
3.3 Inspection
The Customer shall inspect all delivered Products within seven (7) days of receipt (“Inspection Period”) and ensure that the Products conform to the purchase order.
If a discrepancy or defect is identified, the Customer must notify Cryonix LLC in writing within the Inspection Period. Cryonix LLC will, at its cost, correct any verified discrepancy or replace non-conforming Products. Failure to provide notice within the Inspection Period constitutes acceptance of the Products.
3.4 Services
Cryonix LLC shall provide the Services to the Customer if and to the extent that Customer purchases the Services.
4. Prices and Payment
4.1 Invoicing
Cryonix LLC shall invoice the Customer within seven (7) days of delivery of Bluechiip® Products, including in the case of Standing Orders, Standing Flexible Orders, or any other circumstances in which partial delivery of Products occurs.
In the case of Standing Flexible Orders, Cryonix LLC shall be entitled to issue an invoice for the entire pre-determined quantity of Product upon expiry of the Twelve-Month Delivery Period, provided that Cryonix LLC has effected delivery of that entire quantity.
For Software Licenses, Cryonix LLC may invoice the Customer on either a recurring monthly or annual basis, depending on the interval chosen by the Customer at the initial point of purchase.
4.2 Payment
Customer shall pay for Bluechiip® Products within thirty (30) days of delivery, free and clear of all transfer or foreign-exchange fees, and shall reference Cryonix LLC’s invoice number in all remittances.
Payment methods:
• Bank transfer: Payment details are provided on official Cryonix LLC invoices only.
• Credit card: Customers may request a secure payment link by emailing Cryonix LLC at [email protected]. A 3.7% processing surcharge applies to credit-card transactions.
Payment instructions, including Cryonix LLC’s current banking or secure-payment-portal details, will be provided on each official invoice. Cryonix LLC will never notify Customers of changes to payment details via email without issuing a new official invoice. Customers are advised to verify payment details directly with Cryonix LLC before processing any transfer.
Failure to pay any amount when due will render the amount delinquent and subject to interest as described in Section 4.4.
Fraud-Prevention Notice: Cryonix LLC will never request payments to any account not shown on an official invoice or provide payment details by email alone. Please confirm payment instructions with your Cryonix representative before remitting funds.
4.3 Prices
Prices for the Products shall be those specified in Cryonix LLC’s quotation provided to the Customer. Cryonix LLC may adjust its standard pricing at any time and in its sole discretion; however, such adjustments shall not apply to Purchase Orders received before the effective date of the price change.
If a Purchase Order specifies a desired delivery period exceeding twelve (12) months, any price increase may apply to deliveries scheduled after the initial twelve-month period. Cryonix LLC may also revise the pricing of Software Licenses once annually.
4.4 Late Payments
All amounts not paid by the Customer when due shall, to the extent permitted by law, bear interest at a rate of one-and-one-half percent (1.5 %) per month, compounded monthly, with interest calculated based on the number of days the payment remains outstanding.
Cryonix LLC may, at its discretion and without prejudice to any other rights or remedies, suspend deliveries or performance under any order until all overdue amounts and applicable interest are paid in full. The Customer shall reimburse Cryonix LLC for any reasonable costs of collection, including legal fees, incurred in recovering overdue payments.
5. Warranty and Support
5.1 Product Warranty
Cryonix LLC, as the owner of the Bluechiip® brand and technology, warrants to the Customer that, subject to these Terms and Conditions:
(i) the Bluechiip® Products purchased by the Customer hereunder, and
(ii) the hardware components of any Bluecube Server on which the Software is recorded,
shall each, at the time of delivery and for one (1) year following the delivery date, conform to the applicable Specifications.
Cryonix LLC reserves the right to change the specifications of its Products at any time without notice.
Except as expressly stated in these Terms and Conditions, Cryonix LLC disclaims all other warranties, express or implied.
5.2 Warranty Qualifications
The warranty set out in Section 5.1 does not apply to any Bluechiip® Product that:
(i) has had any identification markings removed or rendered illegible;
(ii) has been damaged by transportation, storage, or maintenance under temperature or other conditions contrary to Cryonix LLC’s specifications or instructions;
(iii) has been subjected to misuse, accident, neglect, or any cause beyond the Customer’s reasonable control after delivery; or
(iv) has been used in a manner not in accordance with the instructions supplied by Cryonix LLC or for a purpose other than that for which it was intended.
The Customer acknowledges that Cryonix LLC has not authorized any person to make any representation or warranty for, or to incur any liability with respect to, the Product or Software. Any technical, applications, or design information or advice, quality characterization, reliability data, or other services provided by Cryonix LLC shall not constitute a representation or warranty or alter these Terms and Conditions. No additional obligations or liabilities shall arise from Cryonix LLC providing such information or services.
5.3 Warranty Limitations
Cryonix LLC’s entire and exclusive liability and the Customer’s sole remedy shall be limited, at Cryonix LLC’s option, to repair or replacement of Products that do not meet Cryonix LLC’s express warranty.
Cryonix LLC does not warrant that the Software is error-free and disclaims all warranties, express or implied, as to non-infringement of third-party rights, merchantability, or fitness for any particular purpose.
In no event shall Cryonix LLC be liable for any damages, including loss of profits or other incidental or consequential damages, arising out of the Customer’s use or inability to use the Software or its accompanying materials.
5.4 Infringement of Third Party Rights
If a third party claims that a Product or the Customer’s use thereof infringes any patent or violates any proprietary right, and such use is enjoined, Cryonix LLC shall in good faith:
(i) procure for the Customer the right to continue using the Product; or
(ii) modify or replace the Product to render it non-infringing while maintaining functional equivalence to the original Product, at no additional charge to the Customer.
These obligations do not apply to any claim or loss resulting from:
(i) modification or alteration of the Product not provided or expressly authorized by Cryonix LLC;
(ii) use of the Product in a way not described in the documentation; or
(iii) use of the Product in combination with any other product not supplied or authorized by Cryonix LLC that causes infringement.
The Customer shall indemnify, defend, and hold harmless Cryonix LLC from and against any such excluded claims or losses. Cryonix LLC’s obligations are conditioned upon prompt written notice in reasonable detail of any claim or loss.
This Section 5.4 states the Customer’s exclusive remedy with respect to any claim or loss for breach of warranty or infringement.
CRYONIX LLC MAKES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.5 Post Warranty Support
The Customer may purchase support services for the Products and Software once the warranty period expires. Cryonix LLC shall provide pricing and terms upon request.
If the Customer does not order such support services, Cryonix LLC’s standard labor, shipping, and parts pricing shall apply to any Product repair or Service required, including Software updates, Workstation and Reader firmware upgrades or updates.
6. Limitation of Liability, Indemnities and Insurance
6.1 Limitation of Liability
Notwithstanding anything to the contrary in these Terms and Conditions, neither party shall be liable to the other for any incidental, indirect, special, consequential, or punitive damages, regardless of the nature of the claim, including without limitation lost profits, costs of delay, failure of delivery, business interruption, or loss of data, even if the party has been advised of the possibility of such damages.
The cumulative liability of Cryonix LLC to the Customer for all claims arising from or relating to these Terms and Conditions shall not exceed the total amount of all payments actually paid to Cryonix LLC by the Customer under these Terms and Conditions during the twelve (12)-month period immediately preceding the event, act, or omission giving rise to such liability.
These limitations apply regardless of whether any other provision of these Terms and Conditions has been breached or proven ineffective.
6.2 Indemnity by Cryonix LLC
Cryonix LLC will indemnify, defend, and hold harmless the Customer, its employees, directors, officers, consultants, subcontractors, agents, and representatives (collectively, the Customer Indemnitees) from and against any and all third-party claims, losses, damages, or expenses arising from or related to:
(i) the supply of Products by Cryonix LLC; or
(ii) Cryonix LLC’s material breach of these Terms and Conditions,
to the extent such supply or breach results in death or personal injury.
This indemnity shall not apply to the extent any claim, loss, or damage is caused by the negligence, willful misconduct, or violation of applicable law by any Customer Indemnitee.
6.3 Indemnity by Customer
The Customer will indemnify, defend, and hold harmless Cryonix LLC, its affiliates, and their respective employees, directors, officers, consultants, subcontractors, agents, and representatives (collectively, the Cryonix Indemnitees) from and against any and all third-party claims, losses, damages, or expenses arising from or related to:
(i) any third-party claim that the Customer’s use, sale, or offer for sale of the Products or the Bluechiip® Technology infringes the rights of a third party; or
(ii) the Customer’s material breach of these Terms and Conditions or any applicable law, rule, or regulation committed in the course of using or commercializing the Products or the Bluechiip® Technology;
except to the extent such claims or losses are caused by the gross negligence, willful misconduct, or violation of applicable law by any Cryonix Indemnitee.
6.4 Insurance
Cryonix LLC shall maintain product-liability insurance coverage of not less than two million U.S. dollars (US $2 million). Upon written request, Cryonix LLC will provide the Customer with reasonable evidence of such coverage.
7. Intellectual Property
7.1 Ownership
As between the parties, all intellectual property rights, title, and interest in and to the Bluechiip® Technology and all associated intellectual property (collectively, the Bluechiip IP) shall remain the exclusive property of Cryonix LLC, as successor to Bluechiip Limited and Bluechiip Inc.
The Bluechiip IP includes, without limitation, all patents, patent applications, circuit layouts, copyrights, trade secrets, confidential information, trademarks (including BLUECHIIP® and BLUECHIIP ENABLED™), designs, software, and any documentation, data, or know-how relating to the Bluechiip® Products and Technology.
All improvements, enhancements, modifications, or derivative works of the Bluechiip IP - whether made by or on behalf of the Customer or any third party - shall automatically vest in and be owned exclusively by Cryonix LLC. The Customer hereby assigns, and agrees to assign, all such rights to Cryonix LLC and shall execute any documentation reasonably requested to give effect to this assignment.
7.2 Restrictions
Except as expressly permitted under these Terms and Conditions, the Customer shall not:
(i) use any Bluechiip IP other than as incorporated within or supplied with the Products;
(ii) reverse engineer, modify, translate, decompile, disassemble, or create derivative works from any Bluechiip IP;
(iii) remove, alter, or obscure any proprietary notice or marking on any Product, documentation, or software; or
(iv) apply for, register, or claim any ownership in intellectual-property rights that are identical or confusingly similar to any Bluechiip IP or the Bluechiip® brand.
7.3 No Transfer of Rights
Nothing in these Terms and Conditions shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Bluechiip IP, except as expressly stated herein. Title to and ownership of all Bluechiip IP shall at all times remain with Cryonix LLC.
7.4 Trademarks
The trademarks BLUECHIIP® and BLUECHIIP ENABLED™ and all associated logos, product names, and trade dress are trademarks or registered trademarks of Cryonix LLC. The Customer may not use these marks or any confusingly similar designation without Cryonix LLC’s prior written consent.
8. General
8.1 No Assignment or Delegation
Neither party may assign or otherwise transfer these Terms and Conditions, or any of its rights or obligations hereunder, to any other party (including any parent, subsidiary, affiliated entity, or third party) without the prior written consent of the other party.
Any purported assignment or delegation without such consent shall be void. Notwithstanding the foregoing, Cryonix LLC may assign these Terms and Conditions in connection with a merger, consolidation, reorganization, or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by these Terms and Conditions.
8.2 Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under these Terms and Conditions to the extent such delay or failure results from causes beyond its reasonable control, including without limitation natural disasters, civil or military unrest, acts of terrorism, riots, war, fire, explosion, flood, earthquake, epidemic, pandemic, supply-chain interruption, labour disputes, or governmental actions or regulations.
During such period, affected Products or Services may be excluded from these Terms and Conditions without liability to either party. Cryonix LLC shall have no obligation to procure substitute products or services for the Customer.
8.3 Confidentiality
Each party agrees to keep confidential all non-public information disclosed by the other party that relates to business, technology, customers, suppliers, or operations, including without limitation proprietary processes, methods, data, and pricing (“Confidential Information”).
Neither party shall use or disclose Confidential Information except as necessary for performance under these Terms and Conditions, and only to employees, contractors, auditors, or advisors bound by confidentiality obligations at least as strict as those contained herein.
Confidential Information does not include information that:
(i) was known to the receiving party before disclosure and without confidentiality obligation;
(ii) becomes public through no fault of the receiving party;
(iii) is lawfully obtained from a third party without restriction; or
(iv) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.
Cryonix LLC may list the Customer’s name and logo as a client reference in marketing or investor materials unless the Customer objects in writing.
8.4 Entire Agreement and Waiver
These Terms and Conditions constitute the entire agreement between the parties and supersede all prior communications, negotiations, and understandings concerning the subject matter hereof.
No amendment or modification shall be effective unless in writing and signed by both parties.
No failure or delay by either party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any such right preclude any other or further exercise thereof.
8.5 Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Nevada, USA, without regard to its conflict-of-laws principles.
Each party irrevocably agrees that any dispute arising out of or relating to these Terms and Conditions shall be subject to the exclusive jurisdiction of the state and federal courts located in Nevada, and each party hereby submits to the personal jurisdiction of such courts.
8.6 Notices
All notices required or permitted under these Terms and Conditions shall be in writing and delivered by hand, by courier, or by email to the receiving party’s designated business address or contact email as shown on the applicable purchase order or invoice. Notices shall be deemed received upon delivery confirmation or, in the case of email, upon acknowledgment by the recipient.
8.7 Severability
If any provision of these Terms and Conditions is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
8.8 Survival
Any provisions of these Terms and Conditions that by their nature should survive termination (including but not limited to payment obligations, confidentiality, intellectual property, warranty limitations, and indemnities) shall survive such termination.
Cryonix LLC
930 S 4th St, Ste 209 #5549, Las Vegas - Nevada 89101 USA
Cryonix LLC – Owner of the Bluechiip® brand and technology
© 2025 Cryonix LLC. All rights reserved.
BLUECHIIP® and BLUECHIIP ENABLED™ are trademarks of Cryonix LLC.
Effective Date: 01 November 2025
Cryonix Pty Limited
These Terms and Conditions (“Terms”) apply to your purchase of products and services supplied by Cryonix Pty Ltd, an Australian proprietary limited company and wholly owned subsidiary of Cryonix LLC, under its Bluechiip® brand, including readers, consumables, software, and related services.
Bluechiip® is a registered trademark of Cryonix LLC. All references to “Bluechiip” herein refer to the brand and product line owned and managed by Cryonix LLC and distributed or sold by Cryonix Pty Ltd.
1. Definitions
1.1 Definitions
In these Terms and Conditions:
Bluechiip IP means all intellectual property of any nature whatsoever that subsists in or relates to the Bluechiip® Products, Software, or Bluechiip Technology, including all patents, patent applications, circuit layouts, copyrights, trade secrets, trademarks, know-how, and proprietary information owned by or licensed to Cryonix LLC and Cryonix Pty Ltd, and originally developed or acquired from Bluechiip Limited and Bluechiip Inc. Bluechiip IP includes any intellectual property incorporated in firmware, embedded software, or documentation used with or describing the Bluechiip® Technology, as well as the registered trademarks BLUECHIIP® and BLUECHIIP ENABLED™.
Bluechiip Technology means the proprietary MEMS-based technology commercialized under the Bluechiip® brand by Cryonix Pty Ltd, which enables the tracking and monitoring of samples and/or specimens and related data (including temperature and identification) throughout their lifecycle. Components of the technology include Readers, Workstations, Bluechiip-enabled consumables, Tags, and the associated Software.
Intellectual Property means all intellectual-property rights of any kind, whether existing under statute, common law, or equity, including patents, trademarks, copyrights, design rights, database rights, trade secrets, know-how, and all similar or equivalent rights anywhere in the world, together with all applications, renewals, extensions, and associated moral rights.
Product means any product supplied by Cryonix Pty Ltd that incorporates Bluechiip® Technology, including Bluechiip-enabled consumables, Readers, Workstations, Tags, and any bundled Software or Services.
Reader means a Bluechiip® Reader that interrogates and decodes identification and/or temperature information from Tags using technology licensed from Cryonix LLC.
Software means any operating system, utility, or application software supplied or licensed by Cryonix Pty Ltd under the Bluechiip® brand - whether embedded in a Product, distributed separately, or provided as a service - and includes both object code and source code, as well as updates and related documentation.
Specification means Cryonix Pty Ltd’s published specifications for the Bluechiip® Products as amended from time to time.
Services means any services provided by Cryonix Pty Ltd relating to the Bluechiip® Technology, including software interfacing, process validation, post-warranty support, updates, maintenance, consumable supply, training, and related technical assistance.
Trade Marks means the proprietary trademarks owned by Cryonix LLC, including BLUECHIIP®, BLUECHIIP ENABLED™, and any related logos, color schemes, or trade dress used to identify Bluechiip® Products.
2. Licenses
2.1 Use of the Product and the Software License
Cryonix LLC grants to the Customer a non-exclusive, non-transferable license to use the Bluechiip® Products and to install and operate the Software in executable form, solely in accordance with the accompanying documentation and these Terms and Conditions.
2.2 Restrictions on Use
The Customer must not use any Product for tracking samples or specimens intended for human consumption.
Without the prior written consent of Cryonix LLC, the Customer must not:
(i) make, or have made, any form of copy - digital, printed, photographic, or otherwise - of the Product, except as required for its intended internal use;
(ii) post or distribute the Product or Software on any electronic bulletin board, website, or online service;
(iii) reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Product or Software; or
(iv) modify, adapt, translate, rent, lease, loan, or create derivative works from the Product or Software.
Any use of the Products or Software outside the scope of this license is strictly prohibited.
2.3 License Term
This license shall continue for as long as the Customer uses the Products and Software, unless terminated earlier for breach. Cryonix LLC may terminate the license immediately upon written notice if the Customer fails to comply with these Terms and Conditions or payment obligations. Upon termination, the Customer must cease all use of the Software and destroy or return all copies and related documentation.
3. Orders and Delivery
3.1 Orders
The Customer may issue Purchase Orders to Cryonix Pty Ltd for all Products offered under the Bluechiip® brand and listed in the current Bluechiip catalogue or quotation.
Cryonix Pty Ltd has no obligation to accept any purchase order that is inconsistent with a valid quotation.
Each order must specify the Products and quantities required. Orders may be:
• Ad-hoc Orders, placed as needed;
• Standing Orders, specifying a fixed quantity with a fixed delivery schedule; or
• Standing Flexible Orders, specifying a fixed quantity with a flexible delivery schedule within a maximum period of twelve (12) months (“Twelve-Month Delivery Period”).
3.2 Delivery and Title
Cryonix Pty Ltd shall deliver to the Customer the Products and Services covered by an accepted purchase order. Delivery terms are Ex Works (Incoterms 2020) Cryonix Pty Ltd’s nominated facility.
Risk of loss or damage passes to the Customer upon delivery to the carrier. Title passes upon full payment.
The Customer is responsible for all freight, insurance, duties, taxes, and other shipping expenses from the Ex Works point of delivery. Cryonix Pty Ltd will determine the most appropriate method of shipment using standard couriers. If the Customer requests expedited (e.g., two-day) shipping, additional charges will apply.
Where Cryonix Pty Ltd arranges logistics on the Customer’s behalf, an administration and handling fee equal to the greater of USD 50 or 2.5 % of the invoiced price per order will apply. If the Customer uses its own carrier, Cryonix LLC may charge a packing and handling fee equal to the greater of USD 50 or 2.5 % of the invoiced price per shipment.
Cryonix Pty Ltd may make partial deliveries and will notify the Customer of any anticipated delays.
3.3 Inspection
The Customer shall inspect all delivered Products within seven (7) days of receipt (“Inspection Period”) and ensure that the Products conform to the purchase order.
If a discrepancy or defect is identified, the Customer must notify Cryonix Pty Ltd in writing within the Inspection Period. Cryonix Pty Ltd will, at its cost, correct any verified discrepancy or replace non-conforming Products. Failure to provide notice within the Inspection Period constitutes acceptance of the Products.
3.4 Services
Cryonix Pty Ltd shall provide the Services to the Customer if and to the extent that Customer purchases the Services.
4. Prices and Payment
4.1 Invoicing
Cryonix Pty Ltd shall invoice the Customer within seven (7) days of delivery of Bluechiip® Products, including in the case of Standing Orders, Standing Flexible Orders, or any other circumstances in which partial delivery of Products occurs.
In the case of Standing Flexible Orders, Cryonix Pty Ltd shall be entitled to issue an invoice for the entire pre-determined quantity of Product upon expiry of the Twelve-Month Delivery Period, provided that Cryonix Pty Ltd has effected delivery of that entire quantity.
For Software Licenses, Cryonix Pty Ltd may invoice the Customer on either a recurring monthly or annual basis, depending on the interval chosen by the Customer at the initial point of purchase.
4.2 Payment
Customer shall pay for Bluechiip® Products within thirty (30) days of delivery, free and clear of all transfer or foreign-exchange fees, and shall reference Cryonix Pty Ltd’s invoice number in all remittances.
Payment methods:
• Bank transfer: Payment details are provided on official Cryonix Pty Ltd invoices only.
• Credit card: Customers may request a secure payment link by emailing Cryonix LLC at [email protected]. A 3.7% processing surcharge applies to credit-card transactions.
Payment instructions, including Cryonix Pty Ltd’s current banking or secure-payment-portal details, will be provided on each official invoice. Cryonix Pty Ltd will never notify Customers of changes to payment details via email without issuing a new official invoice. Customers are advised to verify payment details directly with Cryonix Pty Ltd before processing any transfer.
Failure to pay any amount when due will render the amount delinquent and subject to interest as described in Section 4.4.
Fraud-Prevention Notice: Cryonix Pty Ltd will never request payments to any account not shown on an official invoice or provide payment details by email alone. Please confirm payment instructions with your Cryonix representative before remitting funds.
4.3 Prices and Taxes
Prices for the Products shall be those specified in Cryonix Pty Ltd’s quotation. Prices are quoted in Australian Dollars (AUD) and exclude Goods and Services Tax (GST) unless otherwise stated. The Customer shall pay any applicable GST in addition to the price for the Products and Services.
Cryonix Pty Ltd may adjust its standard pricing at any time; such adjustments shall not apply to Purchase Orders received before the effective date of the change.
If a Purchase Order specifies a delivery period exceeding twelve (12) months, any price increase may apply to deliveries scheduled after that initial period. Cryonix Pty Ltd may also revise Software Licence pricing once annually.
4.4 Late Payments
All amounts not paid by the Customer when due shall, to the extent permitted by law, bear interest at a rate of one-and-one-half percent (1.5 %) per month, compounded monthly, with interest calculated based on the number of days the payment remains outstanding.
Cryonix Pty Ltd may, at its discretion and without prejudice to any other rights or remedies, suspend deliveries or performance under any order until all overdue amounts and applicable interest are paid in full. The Customer shall reimburse Cryonix Pty Ltd for any reasonable costs of collection, including legal fees, incurred in recovering overdue payments.
5. Warranty and Support
Australian Consumer Law Notice
Nothing in these Terms excludes, restricts, or modifies any consumer guarantees, rights, or remedies conferred by the Australian Consumer Law (ACL) that cannot lawfully be excluded.
To the extent permitted by law, Cryonix Pty Ltd’s liability for any breach of such guarantees shall be limited, at its option, to:
(a) the repair or replacement of the goods; or
(b) the re-supply of the services.
5.1 Product Warranty
Cryonix Pty Ltd, as the authorised distributor of the Bluechiip® brand and technology in Australia and New Zealand, warrants to the Customer that, subject to these Terms and Conditions:
(i) the Bluechiip® Products purchased by the Customer hereunder, and
(ii) the hardware components of any Bluecube Server on which the Software is recorded,
shall each, at the time of delivery and for one (1) year following the delivery date, conform to the applicable Specifications.
Cryonix Pty Ltd reserves the right to change the specifications of its Products at any time without notice.
Except as expressly stated in these Terms and Conditions, Cryonix Pty Ltd disclaims all other warranties, express or implied.
5.2 Warranty Qualifications
The warranty set out in Section 5.1 does not apply to any Bluechiip® Product that:
(i) has had any identification markings removed or rendered illegible;
(ii) has been damaged by transportation, storage, or maintenance under temperature or other conditions contrary to Cryonix Pty Ltd’s specifications or instructions;
(iii) has been subjected to misuse, accident, neglect, or any cause beyond the Customer’s reasonable control after delivery; or
(iv) has been used in a manner not in accordance with the instructions supplied by Cryonix Pty Ltd or for a purpose other than that for which it was intended.
The Customer acknowledges that Cryonix Pty Ltd has not authorized any person to make any representation or warranty for, or to incur any liability with respect to, the Product or Software. Any technical, applications, or design information or advice, quality characterization, reliability data, or other services provided by Cryonix Pty Ltd shall not constitute a representation or warranty or alter these Terms and Conditions. No additional obligations or liabilities shall arise from Cryonix Pty Ltd providing such information or services.
5.3 Warranty Limitations
Cryonix Pty Ltd’s entire and exclusive liability and the Customer’s sole remedy shall be limited, at Cryonix Pty Ltd’s option, to repair or replacement of Products that do not meet Cryonix Pty Ltd’s express warranty. Cryonix Pty Ltd does not warrant that the Software is error-free and disclaims all warranties, express or implied, as to non-infringement of third-party rights, merchantability, or fitness for any particular purpose.
In no event shall Cryonix Pty Ltd be liable for any damages, including loss of profits or other incidental or consequential damages, arising out of the Customer’s use or inability to use the Software or its accompanying materials.
5.4 Infringement of Third Party Rights
If a third party claims that a Product or the Customer’s use thereof infringes any patent or violates any proprietary right, and such use is enjoined, Cryonix Pty Ltd shall in good faith:
(i) procure for the Customer the right to continue using the Product; or
(ii) modify or replace the Product to render it non-infringing while maintaining functional equivalence to the original Product, at no additional charge to the Customer.
These obligations do not apply to any claim or loss resulting from:
(i) modification or alteration of the Product not provided or expressly authorized by Cryonix Pty Ltd;
(ii) use of the Product in a way not described in the documentation; or
(iii) use of the Product in combination with any other product not supplied or authorized by Cryonix Pty Ltd that causes infringement.
The Customer shall indemnify, defend, and hold harmless Cryonix Pty Ltd from and against any such excluded claims or losses. Cryonix Pty Ltd’s obligations are conditioned upon prompt written notice in reasonable detail of any claim or loss.
This Section 5.4 states the Customer’s exclusive remedy with respect to any claim or loss for breach of warranty or infringement.
CRYONIX PTY LTD MAKES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.5 Post Warranty Support
The Customer may purchase support services for the Products and Software once the warranty period expires. Cryonix Pty Ltd shall provide pricing and terms upon request. If the Customer does not order such support services, Cryonix Pty Ltd’s standard labor, shipping, and parts pricing shall apply to any Product repair or Service required, including Software updates, Workstation and Reader firmware upgrades or updates.
6. Limitation of Liability, Indemnities and Insurance
6.1 Limitation of Liability
Notwithstanding anything to the contrary in these Terms and Conditions, neither party shall be liable to the other for any incidental, indirect, special, consequential, or punitive damages, regardless of the nature of the claim, including without limitation lost profits, costs of delay, failure of delivery, business interruption, or loss of data, even if the party has been advised of the possibility of such damages.
The cumulative liability of Cryonix Pty Ltd to the Customer for all claims arising from or relating to these Terms and Conditions shall not exceed the total amount of all payments actually paid to Cryonix Pty Ltd by the Customer under these Terms and Conditions during the twelve (12)-month period immediately preceding the event, act, or omission giving rise to such liability.
These limitations apply regardless of whether any other provision of these Terms and Conditions has been breached or proven ineffective.
6.2 Indemnity by Cryonix Pty Ltd
Cryonix Pty Ltd will indemnify, defend, and hold harmless the Customer, its employees, directors, officers, consultants, subcontractors, agents, and representatives (collectively, the Customer Indemnitees) from and against any and all third-party claims, losses, damages, or expenses arising from or related to:
(i) the supply of Products by Cryonix Pty Ltd; or
(ii) Cryonix Pty Ltd’s material breach of these Terms and Conditions,
to the extent such supply or breach results in death or personal injury.
This indemnity shall not apply to the extent any claim, loss, or damage is caused by the negligence, willful misconduct, or violation of applicable law by any Customer Indemnitee.
6.3 Indemnity by Customer
The Customer will indemnify, defend, and hold harmless Cryonix Pty Ltd, its affiliates, and their respective employees, directors, officers, consultants, subcontractors, agents, and representatives (collectively, the Cryonix Indemnitees) from and against any and all third-party claims, losses, damages, or expenses arising from or related to:
(i) any third-party claim that the Customer’s use, sale, or offer for sale of the Products or the Bluechiip® Technology infringes the rights of a third party; or
(ii) the Customer’s material breach of these Terms and Conditions or any applicable law, rule, or regulation committed in the course of using or commercializing the Products or the Bluechiip® Technology;
except to the extent such claims or losses are caused by the gross negligence, willful misconduct, or violation of applicable law by any Cryonix Indemnitee.
6.4 Insurance
Cryonix Pty Ltd shall maintain product-liability insurance coverage of not less than two million Australian dollars (AU $2 million). Upon written request, Cryonix Pty Ltd will provide the Customer with reasonable evidence of such coverage.
7. Intellectual Property
7.1 Ownership
As between the parties, all intellectual property rights, title, and interest in and to the Bluechiip® Technology and all associated intellectual property (collectively, the Bluechiip IP) shall remain the exclusive property of Cryonix LLC, as successor to Bluechiip Limited and Bluechiip Inc.
The Bluechiip IP includes, without limitation, all patents, patent applications, circuit layouts, copyrights, trade secrets, confidential information, trademarks (including BLUECHIIP® and BLUECHIIP ENABLED™), designs, software, and any documentation, data, or know-how relating to the Bluechiip® Products and Technology.
All improvements, enhancements, modifications, or derivative works of the Bluechiip IP - whether made by or on behalf of the Customer or any third party - shall automatically vest in and be owned exclusively by Cryonix LLC. The Customer hereby assigns, and agrees to assign, all such rights to Cryonix LLC and shall execute any documentation reasonably requested to give effect to this assignment.
7.2 Restrictions
Except as expressly permitted under these Terms and Conditions, the Customer shall not:
(i) use any Bluechiip IP other than as incorporated within or supplied with the Products;
(ii) reverse engineer, modify, translate, decompile, disassemble, or create derivative works from any Bluechiip IP;
(iii) remove, alter, or obscure any proprietary notice or marking on any Product, documentation, or software; or
(iv) apply for, register, or claim any ownership in intellectual-property rights that are identical or confusingly similar to any Bluechiip IP or the Bluechiip® brand.
7.3 No Transfer of Rights
Nothing in these Terms and Conditions shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Bluechiip IP, except as expressly stated herein. Title to and ownership of all Bluechiip IP shall at all times remain with Cryonix LLC.
7.4 Trademarks
The trademarks BLUECHIIP® and BLUECHIIP ENABLED™ and all associated logos, product names, and trade dress are trademarks or registered trademarks of Cryonix LLC. The Customer may not use these marks or any confusingly similar designation without Cryonix LLC’s prior written consent.
8. General
8.1 No Assignment or Delegation
Neither party may assign or otherwise transfer these Terms and Conditions, or any of its rights or obligations hereunder, to any other party (including any parent, subsidiary, affiliated entity, or third party) without the prior written consent of the other party.
Any purported assignment or delegation without such consent shall be void. Notwithstanding the foregoing, Cryonix Pty Ltd may assign these Terms and Conditions in connection with a merger, consolidation, reorganization, or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by these Terms and Conditions.
8.2 Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under these Terms and Conditions to the extent such delay or failure results from causes beyond its reasonable control, including without limitation natural disasters, civil or military unrest, acts of terrorism, riots, war, fire, explosion, flood, earthquake, epidemic, pandemic, supply-chain interruption, labour disputes, or governmental actions or regulations.
During such period, affected Products or Services may be excluded from these Terms and Conditions without liability to either party. Cryonix Pty Ltd shall have no obligation to procure substitute products or services for the Customer.
8.3 Confidentiality
Each party agrees to keep confidential all non-public information disclosed by the other party that relates to business, technology, customers, suppliers, or operations, including without limitation proprietary processes, methods, data, and pricing (“Confidential Information”).
Neither party shall use or disclose Confidential Information except as necessary for performance under these Terms and Conditions, and only to employees, contractors, auditors, or advisors bound by confidentiality obligations at least as strict as those contained herein.
Confidential Information does not include information that:
(i) was known to the receiving party before disclosure and without confidentiality obligation;
(ii) becomes public through no fault of the receiving party;
(iii) is lawfully obtained from a third party without restriction; or
(iv) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.
Cryonix LLC may list the Customer’s name and logo as a client reference in marketing or investor materials unless the Customer objects in writing.
8.4 Entire Agreement and Waiver
These Terms and Conditions constitute the entire agreement between the parties and supersede all prior communications, negotiations, and understandings concerning the subject matter hereof.
No amendment or modification shall be effective unless in writing and signed by both parties.
No failure or delay by either party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any such right preclude any other or further exercise thereof.
8.5 Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Victoria, Australia, without regard to its conflict-of-laws principles.
Each party irrevocably agrees that any dispute arising out of or relating to these Terms and Conditions shall be subject to the exclusive jurisdiction of the state and federal courts located in Victoria, and each party hereby submits to the personal jurisdiction of such courts.
8.6 Notices
All notices required or permitted under these Terms and Conditions shall be in writing and delivered by hand, by courier, or by email to the receiving party’s designated business address or contact email as shown on the applicable purchase order or invoice. Notices shall be deemed received upon delivery confirmation or, in the case of email, upon acknowledgment by the recipient.
8.7 Severability
If any provision of these Terms and Conditions is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
8.8 Survival
Any provisions of these Terms and Conditions that by their nature should survive termination (including but not limited to payment obligations, confidentiality, intellectual property, warranty limitations, and indemnities) shall survive such termination.
Cryonix Pty Limited
1 Dalmore Drive
Scoresby, Victoria, 3179
Australia
Effective Date: 01 November 2025