GENERAL TERMS OF SALE AND DELIVERY
OF EXCICHEM LTD
- General Application:
- Unless otherwise agreed by an end user, customer, reseller or non-appointed distributor and Excichem in writing, these TERMS shall apply to all sales and deliveries to end users, customer, reseller and non-appointed distributors who have not signed an individual purchase agreement or authorized distributor agreement with Excichem (the end user, customer, reseller or non-appointed distributor with whom Excichem is contracting is hereinafter referred to as the “Customer”).
- These TERMS shall apply to all business transactions between Excichem and the Customer regardless of whether they are referenced in future contracts. Contrary, additional or differing TERMS of the Customer shall not apply unless expressly agreed to in writing by
Excichem. These TERMS apply even in the event that Excichem makes a delivery to the Customer without reservations while being aware of the Customer’s conflicting or deviating TERMS.
- These General Terms of Sale and Delivery (“TERMS”) govern all requests, offers, (purchase) orders and agreements regarding the sale and delivery of all goods (“Goods”) from or on behalf of Excichem Limited (“Excichem”) to a any customer (“Customer”), and apply to all
dealings between Excichem and Customer.
- These TERMS supersede any and all prior oral and written quotations, communications, agreements and understandings of the parties and shall apply in preference to and supersede any and all TERMS of any order placed by Customer and any other TERMS submitted by Customer. Neither Excichem’s commencement of performance nor Excichem’s delivery of Goods shall be deemed or constituted as acceptance of any of Customer’s TERMS. If these TERMS differ from any TERMS of Customer, these TERMS and any subsequent communication or conduct by or on behalf of Excichem, including without limitation, confirmation of an order and delivery of Goods, constitutes a counter-offer and not acceptance of such TERMS submitted by Customer. Any communication or conduct of
Customer which confirms an agreement for the delivery of Goods by Excichem, as well as acceptance by Customer of any delivery of Goods from Excichem, shall constitute an unqualified acceptance by Customer of these TERMS.
- These TERMS may only be varied or waived by written agreement between Excichem and Customer concluded by Excichem or on behalf of Excichem by a duly authorised representative.
- The Customer shall purchase products from Excichem in its own name and for its own account. If the Customer resells the products, the Customer shall sell the products in its own name and for its own account.
- By contracting on the basis of these TERMS, Customer agrees to the applicability thereof in respect of future agreements between itself and Excichem, even if this is not expressly stated. Excichem shall be entitled to update and/or amend these TERMS regularly and by
and as of the moment of notifying Customer of such update or amendment or by sending Customer the updated or amended Conditions, these revised Conditions shall apply to all dealings between Excichem and Customer.
- The Customer agrees to provide correct information on all purchase orders of products, including complete product numbers, options, quantities and any special instructions. The Customer assumes sole and absolute liability for any failure, by the Customer, to provide
complete and accurate information when ordering products;
- The Customer agrees to indemnify and hold harmless Excichem and its legal successors and assigns from and against all suits, losses, claims, liabilities, costs and expenses (including attorney fees) that Excichem may sustain or incur as a direct result of any claim against
Excichem based upon breach of contract, breach of warranty, strict liability in tort or any other theory of law brought by the Customer’s officers, agents, employees, legal successors and assigns, by the Customer’s customers, by end users, by auxiliary personnel (such as
freight handlers, etc.) or by other third parties, if and to the extent directly arising out of the Customer’s breach of its obligations under these TERMS;
- Excichem and Customer agree that valid, enforceable and binding obligations may result from electronic means of communication. Any electronic communication between Excichem and Customer shall be considered to be “in writing”.
- If any term or provision of these TERMS shall be held to be invalid or unenforceable in whole or in part, the validity and enforceability of the remainder of these TERMS shall not be affected.
- Quotations, orders and acceptance
- Quotations and tenders, made by Excichem in whatever form, are without any obligation, are not binding upon Excichem and merely constitute an invitation to Customer to place an order. All quotations issued by Excichem are subject to change without notice.
- Orders are not binding until accepted by Excichem in writing (“Excichem’s Confirmation”), resulting in an individual sales agreement regarding the so ordered Goods (“Sales Agreement”). Excichem is always entitled to refuse an order without indication of its
reasons, or to accept an order under the condition of prepayment or collect on delivery or as expressly agreed in writing.
- Purchase orders are non-binding on Excichem. The Customer is bound to its purchase order for two (2) weeks. The silence of Excichem with regard to offers, purchase orders, requests or other declarations of the Customer shall not imply consent or agreement unless expressly agreed otherwise in writing. In individual cases, the purchase order will be confirmed by Excichem by written acknowledgement. Any acknowledgement of purchase order created electronically which does not include a signature or name shall be deemed to constitute written form. Where the acknowledgement of purchase order contains obvious mistakes or clerical or calculation errors, it shall not be binding on Excichem.
- Oral statements and agreements made by Excichem’s employees, officers, representatives or agents are not binding upon Excichem unless and only to the extent that such oral statements are confirmed in writing.
- Analytical reports and other descriptions of products in certificates of analysis, catalogues, technical data sheets or other provided product documentation are only approximate unless explicitly referred to as binding. They shall not constitute any agreement or warranty of any characteristics of the products unless a director of Excichem has expressly qualified a description of a product as warranty of agreement of certain characteristics and so notified the Customer in writing.
- Any samples supplied to Customer are supplied solely for information purposes and in no way imply any express or implied conditions or warranties as to quality, description, fitness for purpose or merchantable quality of the Goods, and Customer shall be deemed
to have satisfied itself as to such matters prior to ordering the Goods.
- Excichem reserves all rights of ownership in all intellectual property rights in all offering materials. Such materials shall not be disclosed to any third parties unless otherwise provided in writing between Excichem and the Customer.
- Unless otherwise expressly agreed in writing (a) all prices will be communicated once per month and are subject to change without notice, (b) Excichem’s price shall be its price in effect at the time of shipment and (c) all prices include costs in respect of production, sale
and delivery of the Goods, export or import duties.
- Unless fixed prices have expressly been agreed or unless otherwise agreed in writing, the Customer shall purchase the products at Excichem’s list price in effect on date of purchase order acknowledgement (or date of purchase order if no acknowledgement is provided) as reflected on Excichem. Excichem has the right to change the list prices of its products from time to time, without notice to the Customer.
- Unless expressly stated otherwise in the Sales Agreement, Customer shall pay within 30 days after the date of invoice excluding any deductions, without prejudice to Excichem’s right to stipulate an advance payment at the conclusion of the Sales Agreement. Excichem reserves the right to withhold shipment for non-payment. All payments shall be made without any deduction on account of any taxes and free of set-off or counterclaim. Customer acknowledges that Excichem shall not be liable for any delays in delivery or incomplete deliveries due to such withheld shipments or deliveries in instalments.
- In the event payment has not been effected by Customer within the period stated above, Customer shall be in default by operation of law, without any further notice of default being necessary. All outstanding invoices of Excichem shall become due and payable immediately in case of an ordered suspension of payment, or in case of (an application for) bankruptcy of Customer. Excichem may, without prejudice to any other rights of Excichem. All costs and expenses incurred by Excichem with respect to collection of overdue payments (including, without limitation, reasonable attorney’s fees, expert fees, court costs and other expenses
of litigation) shall be for Customer’s account. In the event of overdue payment, Excichem may suspend delivery of other Goods sold to Customer until the moment Customer has complied with all its payment obligations.
- Every payment by Customer shall in the first place serve to pay the judicial and extra-judicial costs and the interest owed by it and afterwards shall be deducted from the eldest outstanding claim. Any complaint with respect to the invoice must be notified to Excichem
within eight (8) days after the date of invoice. Thereafter Customer shall be deemed to have approved the invoice. In case of delay in payment the Customer shall pay interest in default in the amount of eight percent (8%) above the applicable base rate of interest. The right to assert further damages remains unaffected.
- The Customer is only entitled to set off counterclaims if they are final and non- appealable. The Customer shall have no right of retention unless its counterclaim results from the same contractual relationship. Excichem is entitled to deliver against prepayment.
- All prices are net prices, that is, excluding statutory value added tax. All consumer, sales or indirect taxes, customs, examination and acceptance fees and all other taxes, fees or charges of any kind whatsoever which are imposed by public authorities or allocated to the
business transaction between Excichem and the Customer shall be paid by the Customer in addition to the prices indicated on the offer or the invoice. Excichem is not obliged to notify the Customer of potential taxes or fees that may arise.
- Scope of Delivery / Terms of Delivery and Acceptance
- Unless expressly stated otherwise in the Sales Agreement, all deliveries of Goods to Customer shall be based on delivery condition DDP [place of destination] ex Incoterms 2010. Customer shall accept delivery and pick up the Goods within 72 hours after Excichem’s
notification that the ordered Goods are ready to be delivered in accordance with the agreed delivery condition, and upon completed payment of the Goods in accordance with Article 4.1 of these TERMS. All costs related to the carriage, storage, handling, demurrage and
administration of Goods not accepted by Customer within the agreed period shall be for the account of Customer.
- Excichem is entitled to make partial deliveries in order to perform its contractual obligations unless partial delivery is not of any interest to the Customer and the Customer has referred to this fact in its purchase order.
- Excichem reserves the right to make alterations to the purity or specifications of the products to the extent such alterations are not significant.
- In no event shall Excichem be liable for any kind of indirect or consequential damages or costs caused by any delay in delivery. Delay in delivery of any Goods shall not relieve Customer of its obligation to accept delivery thereof. Deviations in quantity of Goods
delivered from that stated in the Sales Agreement shall not give Customer the right not to accept the Goods or to claim damages or costs.
- Unless otherwise separately agreed by the parties, Excichem has the right, in its discretion, to determine the method of shipment, i.e., delivery can be made by air freight, train, ship or road transport.
- In the event Customer refuses to accept the Goods, Excichem shall be entitled to store these Goods for Customer’s risk at a location to be determined by Excichem. All costs related to the carriage, storage, handling, demurrage and administration of Goods refused by
Customer shall be for the account of Customer. Alternatively, Excichem shall be entitled to terminate the Sales Agreement in the manner described herein, and to sell and deliver the Goods to a third party. In such case Customer shall be liable for any costs and damages
suffered by Excichem as a result of the non-acceptance by Customer.
- Customer warrants that it is possession of all relevant permits and licenses with regard to the import or transit of the Goods, and holds Excichem harmless against any claims, taxes, fees, penalties, etc. of third parties, including any foreign, domestic or European
- All delivery obligations of Excichem are subject to the reservation “while stocks last.” Excichem is therefore entitled to terminate the contract when stocks available to Excichem are exhausted. If stocks are only partially exhausted and the entire request of goods as
described in the purchase order of the Customer cannot be satisfied, Excichem is entitled to distribute the available stocks at its reasonable discretion to one or all customers. If Excichem can only satisfy part of the Customer’s request for goods as described in the
purchase order, the Customer is entitled to cancel the purchase order.
- The delivery period shall be deemed satisfied if the products have left the facility or Excichem has notified its readiness to dispatch. Delivery is subject to timely and proper delivery to Excichem by its own suppliers; otherwise Excichem is entitled to terminate the
- Transfer of risk and title
- The risk shall transfer to the Customer as soon as the products have been delivered in accordance with these TERMS. This shall also apply in case of partial deliveries or if Excichem has assumed additional services such as transport costs. Excichem shall insure the
products at the Customer’s request and expense by means of a transport insurance against the risks to be specified by the Customer.
- Without prejudice to the provisions in these TERMS, all Goods delivered at any time by Excichem remain the property of Excichem until Customer has paid all its debts owed to Excichem on any ground whatsoever, including interest and costs. Prior to complete
payment, Customer is not authorised to pledge the Goods to a third party or to transfer possession of it. In the event of non-performance of the obligations of Customer herein or in the event of suspension or termination of the Sales Agreement, Excichem is entitled to
reclaim or to have returned any Goods from their current location, without the necessity of any authorisation from Customer. As additional security for the satisfaction of Customer’s debts to Excichem, regardless of the basis of those debts, Customer shall pledge to Excichem at Excichem’s first request all amounts owed by Customer’s customers in connection with the resale of the Goods. If Excichem wishes to exercise its rights mentioned above, Customer hereby unconditionally and irrevocably authorises Excichem or a third party nominated by Excichem to enter all locations where Excichem’s property is situated to reclaim its property.
- In the event of seizure or other interventions by third parties the Customer shall immediately inform Excichem in writing and provide all necessary information, and the Customer shall inform the third party of the ownership rights of Excichem and assist
Excichem with all measures taken for the protection of the products subject to retention of title. The costs incurred shall be borne by the Customer.
- The Customer hereby assigns all claims resulting from the resale of products including all ancillary rights to Excichem, regardless of whether the products subject to retention of title have been processed or not. Excichem hereby accepts this assignment. The Customer is
hereby revocably authorized to collect the claims assigned to Excichem in its own name in trust on behalf of Excichem. The collected amounts shall be passed on to Excichem without delay. Excichem shall be entitled to revoke the authorization to collect claims and the right to resell the products of the Customer if the Customer does not properly comply with its payment obligations towards Excichem, defaults in payment, ceases payments, or if any action is taken by or against the Customer under applicable insolvency legislation.
- In the event of default in payment by the Customer, Excichem shall be entitled, without prejudice to its other rights, to take back the products subject to retention of title and, after timely warning, be entitled to use the products subject to retention of title elsewhere for the purpose of satisfying its due claims against the Customer. In addition, Excichem shall, after expiry of a reasonable deadline, be entitled to terminate the contract. The Customer shall grant Excichem immediate access to the products subject to retention of title and shall surrender the products.
- Delivered products shall be accepted by the Customer regardless of any claims for defects if the defects are insignificant.
- Storage, Handling, Use of the Products and Information Duty
- The products of Excichem are intended to be used for the purposes of laboratory research and may not be used for any other purpose unless otherwise indicated on the product label, in the catalogues of Excichem or in other documents provided to the Customer. In particular products of Excichem may not be used in the areas of food production and pharmaceutical products, in medical devices or in cosmetic products. The Customer is obliged to inform its customers, as applicable, of such limitations.
- Excichem does not examine the products for their safety and effectiveness when contained or used in food, pharmaceutical products, medical devices, or cosmetics, or for commercial or other applications, unless otherwise declared in the documents provided by Excichem. Customer acknowledges that it must, properly test, use and distribute the products purchased from Excichem and/or any and all materials manufactured by using products purchased from Excichem. It is the responsibility of the Customer to examine existing risks
and dangers and to carry out any further research (if necessary) in order to become aware of the dangers that may arise from the use of products purchased from Excichem. The Customer shall warn its support staff (such as transport workers) against the risks and dangers that may be related to the storage, use or handling of the products.
- The products of Excichem may be governed by the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH) Regulations and other regulatory provisions. The Customer is responsible for complying with all regulatory provisions in connection with
the storage, handling and use of substances purchased from Excichem.
- The Customer shall implement adequate screening and other procedures to ensure that there is no unauthorized sale to or use by its own customers with respect to the products purchased from Excichem. Supporting documentation requested or required by Excichem or
by applicable laws or regulations, such as end-user declarations or licenses shall be maintained by the Customer and made available to Excichem upon request.
- The Customer shall immediately inform Excichem if it becomes aware of any accidents or incidents in connection with the products which result in personal injuries or damages to property; the Customer is obliged to fully cooperate with Excichem in order to clarify and identify the cause for such accidents or incidents. It shall provide Excichem with all explanations, reports and tests which have been made or carried out by the Customer or which have been made available to the Customer by third parties. The provision of such information to and the examination of the same by Excichem do not give rise to liability of Excichem for such accidents or incidents.
- Examination and conformity to specifications
- On delivery in accordance with these TERMS and during the handling, use, processing, carriage, storage and sale of the Goods (“Use”), Customer shall examine the Goods and satisfy itself that the Goods delivered meet all contractual requirements.
- Complaints about the quality of the delivered Goods shall be made in writing and must reach Excichem not later than 10 days from the date of delivery in respect of any defect which would be apparent from a reasonable inspection on delivery.
- Complaints regarding volume shortages or delivery of type of Goods not specified in the Sales Agreement (misshipments) shall be made in writing and must reach Excichem not later than 10 days from the date of delivery.
- Failing such complaints, the quality and quantity specifications of the Goods as stated on the bills of lading, waybills, other transport documents, packing lists, invoices or other documents relating to the Goods shall be deemed to be correct, and the Goods shall be deemed to be delivered in accordance with all contractual requirements. Any complaints received by Excichem after the periods stated above shall not have any legal consequence. Goods that Excichem consents or directs in writing to be returned shall be returned to Excichem at the risk of Customer, freight pre-paid to the destination directed by Excichem.
- Defects regarding quantity or quality in parts of the Goods stated in the Sales Agreement do not entitle Customer to reject the entire delivery of the Goods. Complaints, if any, do not affect Customer’s obligation to pay as defined in Article 4. Upon receipt of a notice of nonconformity, Excichem may suspend all further deliveries until the complaints are established to be unfounded or until the non-conformity has been totally cured. Use or processing of the Goods shall be deemed to be an unconditional acceptance of the Goods and a waiver of all claims in this respect.
- Warranty and liability
- EXCICHEM SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF EXCICHEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE, PROFITS OR GOODWILL, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF CUSTOMER OR OTHER USE OR ANY LIABILITY OF CUSTOMER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY, DEATH OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR DEATH IS CAUSED BY EXCICHEM’S NEGLIGENCE.
- Excichem warrants to Customer that, at the time of shipment, the Goods furnished hereunder will conform to the Sales Agreement. Excichem makes no warranty of any results Customer might obtain in any particular application. Excichem makes no promise or representation that the Goods shall conform to any law, regulation, code or standard, unless expressly stated in the Sales Agreement.
- The obligation of Excichem and Customer’s sole and exclusive remedy hereunder, shall be limited, at Excichem’s option, to replacement of any non-conform Goods, or refund of the purchase price. Customer shall not return Goods unless authorized in writing by Excichem. Excichem shall have the right to inspect the Goods at Customer’s premises. Excichem shall have no obligation hereunder if the Goods have become non-conform as a result of improper storage, improper use or misapplication after delivery thereof to Customer.
- Excichem’s obligation to replace or refund shall be contingent upon receipt by Excichem of timely notice of any alleged non-conformance of Goods and the return of the Goods, in accordance with Article 8 of these TERMS. The foregoing warranty is exclusive and in lieu of
all other warranties, representations, conditions or other terms, express, implied, statutory, contractually or otherwise, including, without limitation, any warranty of merchantability, suitability or fitness for any purpose.
- Communications by or on behalf of Excichem concerning the quality, composition, properties, handling in the widest sense, etc., of Goods delivered shall only be considered as warranties if they have been confirmed in writing in the form of a warranty by Excichem.
- Except as set forth herein, it is expressly agreed (a) that there is no warranty of merchantability or fitness for a particular purpose by Excichem with reference to the Goods which extends beyond the specifications mutually agreed upon in writing by Excichem and Customer and (b) that Customer acknowledges that it is purchasing the Goods solely on the basis of the commitments of Excichem expressly set forth herein.
- In no event shall Excichem be liable for anticipated profits, for damages on account of negligence, or for incidental, consequential, special or indirect damages, or loss, cost or expense, including without limitation, damage based upon lost goodwill, lost sales or profits, work stoppage, production failure, impairment of other goods or otherwise. Excichem’s liability shall in no case exceed – at Excichem’s option – the purchase price of the Goods or part thereof which gives rise to the claim or the replacement of such non- conform Goods by Excichem, or, for undelivered Goods, the difference between the market price and Excichem’s price. Excichem shall not be liable for penalty clauses of any description.
- Force majeure
- Neither party shall be liable in any way for any damage, loss, cost or expense arising out of or in connection with any delay, restriction, interference or failure in performing any obligation towards the other party caused by any circumstance beyond its reasonable control, including, without limitation, acts of God, laws, regulations, legislative measures, acts of governments or other administrative measures, orders or decrees of any court, earthquake, flood, fire, explosion, war, terrorism, riot, sabotage, accident, strike, lockout, slowdown, labour disturbances, difficulty in obtaining necessary labour or raw materials, lack of or failure of transportation, breakdown of plant or essential machinery, emergency repair or maintenance, breakdown or shortage of utilities, delay in delivery or defects in goods supplied by suppliers or subcontractors (“Force Majeure”).
- Upon the occurrence of any event of Force Majeure, the party suffering thereby shall promptly inform the other party by written notice specifying the cause of the event and how it will affect its performance of its obligations. In the event of any delay, the date of delivery
shall be extended for a period equal to the time loss by reason of Force Majeure. However, should a Force Majeure event continue or be expected to continue for a period extending to more than two (2) months after the agreed delivery date, either Party is entitled to terminate the Sales Agreement without any liability to either Party.
- In no event shall Excichem be liable to the Customer for any claims, damages, costs or expenses arising out of or related to Excichem’s inability to timely ship products or fulfil purchase orders due to a force majeure event.
- Modifications and information, indemnity and No Waiver
- Excichem reserves the right to change or modify the specifications, production and other characteristics of the Goods and to substitute components used in the production of the Goods from time to time without notice. Customer acknowledges that data in Excichem’s catalogues, specification sheets and other descriptive publications distributed by Excichem may accordingly be varied from time to time without notice. Any statement, representation, recommendation, advice, sample or other information of Excichem in relation to the Goods and the Use thereof shall be furnished for the accommodation of Customer only.
- Customer must utilise and solely rely on its own expertise, know-how and judgement in relation to the Goods and Customer’s Use thereof and in Customer’s application of any information obtained from the part of Excichem for the purposes intended by Customer. Customer shall indemnify and hold Excichem harmless from and against any and all damage, losses, costs, expenses, claims, demands and liabilities arising out of or in connection with, Customer’s Use of the Goods and Customer’s use or application of any information disclosed or provided by or on behalf of Excichem.
- No delay on the part of Excichem in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Excichem of any right or remedy shall preclude such party from any further exercise of the right or remedy, or the exercise of any other right or remedy.
- Suspension and termination
- Customer is in default of performance of its obligations towards Excichem; or
- if Excichem has reasonable grounds for insecurity with respect to Customer’s performance of its obligations to Excichem and Customer fails to provide to Excichem adequate assurance of Customer’s performance before the date of scheduled delivery and in any case within thirty (30) days of Excichem’s demand for such assurance; or
- if Customer becomes insolvent or unable to pay its debts as they mature, or goes into liquidation or any bankruptcy proceeding shall be instituted by or against Customer; or
- if a trustee or receiver or administrator is appointed for all or a substantial part of the assets of Customer; or
- if Customer enters into a deed of arrangement or makes any assignment for the benefit of its creditors, then, without prejudice to any other rights of Excichem, Excichem may by notice in writing forthwith:
- demand re-delivery and take repossession of any delivered Goods which have not been paid for, for which purpose Customer hereby grants an irrevocable right and licence to Excichem to enter upon all or any of the premises where the Goods are or may be located and all costs relating to the recovery of the Goods shall be for the account of Customer; and/or;
- suspend its performance or terminate the Sales Agreement for outstanding delivery of Goods unless Customer makes such payment for Goods on a cash in advance basis or provides adequate assurance of such payment for Goods to Excichem; without any intervention of courts being required and without liability for Excichem of whatsoever kind arising out of or in connection with such suspension or termination.
- In the event of a violation of any intellectual property rights, of a third party by the delivered products within the United Kingdom, Excichem shall in its sole discretion and at its sole cost alter or exchange the products in a manner that does not violate any third party rights while the products continue to fulfil the contractually agreed function. Alternatively, Excichem shall provide the right of use to the Customer by entering into a license agreement. If Excichem fails in doing so within a reasonable period of time, the Customer is entitled to terminate the contract. Under the conditions set forth above, Excichem shall also be entitled to terminate the contract.
- The obligations set forth in paragraph b of Section 12 of these Terms and Conditions shall only exist if:
- the Customer immediately informs Excichem of any asserted violation of intellectual property rights;
- the Customer reasonably supports Excichem in defending the asserted claims and in allowing Excichem the measures to modify the product;
- all measures of defense, including out-of-court settlement, shall remain reserved to Excichem;
- the defect of title does not result from an instruction of the Customer; and
- the violation of right was not caused by the fact that the Customer has modified the delivered products without authorization or used them in a manner in breach of the contract.
- Notwithstanding any provision in these TERMS to the contrary, the period of limitation for claims for defects by the Customer shall be three (3) months from the date of delivery. It shall also apply to claims in tort which are based on a defect of the products. The period of
limitation begins with the delivery of the products. A statement by Excichem concerning a claim asserted by the Customer based on a defect is not to be deemed an entry into negotiations concerning the claim or the circumstances giving rise to the claim if the claim is fully denied by Excichem.
- Governing law, jurisdiction and Compliance with Laws
- The Customer shall conduct its operations in compliance with all applicable laws and regulations of all jurisdictions having contact with the transactions contemplated by these TERMS. The Customer will, without limitation, obtain and maintain, at the Customer’s expense, all licenses, permits, registrations, authorizations, certificates, consents, waivers, receipts, qualifications, clearances and approvals of any type or character whatsoever (whether public or private) as needed to authorize, without limitation:
- the parties’ adherence to these Terms and Conditions and performance hereunder; and
- the Customer’s import, storage, use, distribution, marketing, transportation and sale of the products.
- Without limiting anything in the preceding paragraph:
- the Customer acknowledges that Excichem (and its affiliates) is (are) bound by a corporate policy of ethical and legal conduct (the “Policy”) ”); and
- the Customer agrees not to engage in any activity in violation of the provisions of the Policy, the Act or any other applicable laws or regulations prohibiting unfair, fraudulent or corrupt business practices, including legal requirements designed to combat terrorism and terrorist activities.
- The parties’ rights and obligations arising out of or in connection with the Sales Agreement and/or these TERMS shall be governed by and construed according to the laws of England.
- All disputes arising in connection with these TERMS or any offers, confirmations or Sales Agreements entered into in connection herewith between Excichem and a Customer registered in an UK member state.
- All disputes arising in connection with these TERMS or any offers, confirmations or Sales Agreements entered into in connection herewith between Excichem and a Customer not registered in an UK member state, shall exclusively and finally settled by arbitration in UK, in
the English language, by a single arbitrator, in accordance with the Arbitration Rules of the UK Arbitration Institute/ The London Court of International Arbitration.
- The legal relationship between the Customer and Excichem shall be governed by and construed in accordance with the laws of England, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
- The legal relationship between the Customer and Excichem shall be governed by and construed in accordance with the laws of England, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
- Patent and Copyrights
- Notwithstanding this arbitration clause, any dispute regarding monies due by Customer to Excichem or Excichem’s need to protect or enforce any patent, trademark, copyright or other intellectual property right, confidential information or trade secrets, or as part of litigation commenced by a third party shall allow Excichem to commence proceedings in a court of competent jurisdiction.
- The Customer agrees that it will not, directly or indirectly, apply for, take out, maintain, or otherwise acquire any patents, utility models, registered designs or copyrights (or any similar registrable intellectual property rights) in any country, on the basis of information obtained by the Customer from Excichem (or any of Excichem’s affiliates).
- The captions in these TERMS are for convenience only and do not affect the interpretation of these TERMS.
- Excichem and Customer are independent contractors, and the relationship created hereby shall not be deemed to be that of principal or agent.
- Place of performance for all obligations of the Customer and Excichem is the place of business of Excichem.
- Neither party may assign any rights or obligations under a Sales Agreement without the prior written consent of the other party, provided however, that Excichem may assign such rights and obligations, wholly or partly, to any of its parent companies, subsidiaries or affiliates.
- Failure by Excichem to enforce at any time any provision of these TERMS shall not be construed as a waiver of Excichem’s right to act or to enforce any such term or condition and Excichem’s rights shall not be affected by any delay, failure or omission to enforce any such provision. No waiver by Excichem of any breach of Customer’s obligations shall constitute a waiver of any other prior or subsequent breach.
- No action by Customer shall be brought unless Customer first provides written notice to Excichem of any claim alleged to exist against Excichem within thirty days after the event complained of first becomes known to Customer and an action is commenced by Customer
within twelve months after such notice.
- The parties’ rights and obligations shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, parent companies, subsidiaries, affiliates, directors, employees, agents and legal representatives. Termination of one or more of the rights and obligations of the parties, for whatsoever reason, shall not affect the provisions of these TERMS which are intended to continue to have effect after such termination.
- Excichem is not aware of the existence of any rights of third parties which might be infringed as a consequence of the delivery of the Goods. If nonetheless such a case occurs, Excichem shall not be liable for any loss or damages resulting therefrom.
- The sale of Goods shall not, by implication or otherwise, convey any license under any patent relating to the Goods or compositions thereof, and Customer expressly assumes all risks of patent infringement by reason of its purchase, Use or resale of the Goods, whether singly or in combination with other materials or in any processing operation.
- Customer shall be responsible for ensuring compliance with all relevant statutory and official regulations associated with its intended Use and/or resale of the Goods. Customer is responsible for obtaining all necessary approvals, permits or clearances for such Use and/or resale.
- If any provision of these TERMS should be or become wholly or partially void, ineffective or unenforceable, the validity, effectiveness and enforceability of the other provisions of these TERMS shall not be affected thereby. Any such void, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and purpose of the void, ineffective or unenforceable provision.
- Terms & Conditions for Online Marketplace sales on our website or any other 3rd party websites (Ebay & Amazon).
Orders are accepted on the understanding that these conditions of sale are accepted by the buyer.
- None of the products sold by Excichem Ltd. are intended for human or animal consumption unless otherwise clearly stated and are not for use in the preparation of medicine or food without prior approval.
- Goods will only be sold to people over the age of 18. The buyer acknowledges that they are over the legal age in their country or territory required to buy or handle any goods supplied.
- Due to the nature of our products we work with authorities including the Police, the Home Office and HM Customs and Excise to restrict chemicals wherever necessary. If we have any suspicion that a customer, be they commercial or private, may be using our products for illicit purposes we will report all instances to the relevant authority.
- It is the responsibility of the customer to request and/or download MSDS on any products purchased online.
- All information contained within our literature both online and offline (this includes, but is not limited to prices, product specifications, stock levels and delivery estimations) are subject to alteration without notice. At our discretion any substantial changes, such as price increase or change in product specifications, will be notified before dispatch.
- Any advice or recommendation given by the seller, its employees or its agents relating to the use of the goods is supplied in good faith, but it is for the buyer to satisfy himself as to the suitability of the goods for his own particular purpose.
- The goods are sold under the condition that liability for any personal injury or damage whatsoever to any property, real or personal, arising from the handling or use will in all cases remain with the handler or user.
- Purchases are made on condition that all substances will be handled in a safe manner by competent persons.
- The use of any goods sold are solely the responsibility of the purchaser, especially the use of our technical / industrial grade chemicals.
- Excichem Ltd. holds no responsibility for the applications of our products once they have left our premises. We use third party couriers to distribute our products. Whilst we do our utmost to ensure goods are delivered on time, we cannot hold any responsibility for goods once they have been dispatched.
- Chemicals that are classified as Reprotoxic Cat 1A or 1B and appear in Part 3 of Annex VI to Regulation No 1272/2008 (including Regulation No 790/2009, as amended) shall be sold for Professional / Business use only.
- The material displayed on this listing is owned & licensed by Excichem Ltd. This material includes, but is not limited to, the design, layout, look & graphics. Any reproduction is prohibited, other than in accordance with the copyright notice.
- Neither we or any third party provide any warranty or guarantee as to the performance, completeness or suitability of the information & materials found or offered on this listing for any particular purpose. You acknowledge that such information and materials may contain inaccuracies, or errors & we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
- All our products are labelled in accordance with the new European regulations for Classification, Labelling and Packaging (CLP). Details can be found at ‘http://www.hse.gov.uk/ghs/eureg.htm’