CHEMDEA LLC TERMS AND CONDITIONS OF ONLINE SALE FOR THE SUPPLY OF CHEMICALS AND CHEMICAL SERVICES
This page (together with the documents referred to on it) contains the terms and conditions (“Terms and Conditions”) on which Chemdea LLC (the "COMPANY”) supplies any of the chemicals and chemistry services listed on www.chemdea.com. Please read these Terms and Conditions carefully before placing a purchase order as they must be accepted in order to purchase chemicals and chemistry services online from the COMPANY.
Please print a copy of these terms and conditions for future reference.
1 DEFINITIONS
In this document the following words shall have the following meanings:
1.1 "Agreement" means these Terms and Conditions together with the contents of any Purchase Order and/or terms of any Specification Document;
1.2 “Chemicals” and “Chemistry Services” means as listed on an accepted Purchase Order (in the absence of a Specification Document) or a Specification Document and provided by the COMPANY;
1.3 "Customer" means the organization that places a Purchase Order;
1.4 "Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing-off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all application (or rights to apply) for, and renewals or extensions of such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;
1.5 “Purchase Order” means a completed Purchase Order form for Chemicals and/or Chemistry Services submitted by the Customer to the COMPANY;
1.6 "Specification Document" means a statement of work, quotation or other similar the COMPANY document describing the Chemicals and/or Chemistry Services which may be provided by the COMPANY as a result of a Purchase Order ; and
1.7 “Working Days” means Monday to Friday excluding Saturdays, Sundays, bank and legal holidays.
2 INFORMATION ABOUT THE COMPANY
2.1 The Site is operated by Chemdea LLC, registered in New Jersey with location at 38 E Ridgewood Ave., Suite 240, Ridgewood, NJ 07450, USA.
2.2 “Site” means www.chemdea.com;
3 GENERAL
3.1 These Terms and Conditions shall apply to all Purchase Orders and Specification Documents.
3.2 The COMPANY may place restrictions on the acceptance of Purchase Orders from certain countries. Please contact the COMPANY for more information on its policy for a particular country of residence.
3.3 The COMPANY does not accept Purchase Orders from individuals. A Purchase Order placed shall only be accepted and processed by the COMPANY once background checks have confirmed the geographical location, financial standing and identity of the Customer. Notwithstanding the foregoing, by placing a Purchase Order, the Customer warrants that it is an organization legally authorized to enter into binding contracts. The Customer also accepts and acknowledges that these Terms and Conditions will apply to any Purchase Order and/or Specification Document.
4 THE AGREEMENT
4.1 The Purchase Order constitutes an offer to the COMPANY from the Customer to buy Chemicals or Chemistry Services. All Purchase Orders are subject to acceptance by the COMPANY, which will confirm such acceptance to the Customer by sending an email to confirm a Purchase Order with a Specification Document (if required) specifying the date of delivery where known. Where no Specification Document is required, an Agreement between the Customer and the COMPANY shall be formed when the COMPANY confirms a Purchase Order in accordance with this Condition 4.1.
4.2 If used, the Specification Document shall specify the Chemicals and Chemistry Services to be supplied and the price payable. The Customer shall notify the COMPANY of its acceptance of the contents of the Specification Document or if it requires changes to the contents of the Specification Document in accordance with Condition 10.2. Where a Specification Document is required, an Agreement between the Customer and the COMPANY shall only be formed when the Customer confirms acceptance of the Specification Document in accordance with this Condition 4.2.
4.3 All Chemicals and Chemistry Services shall conform only to the specification in the Purchase Order (in the absence of a Specification Document) or the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any website (including www.chemdea.com), catalogue, product pamphlet or other sales or marketing literature of the COMPANY and no representation written or oral, correspondence or statement shall form part of the description of the Chemicals or Chemistry Services. Any such description, specification or illustration is intended as a guide only.
5 PRICE AND PAYMENT
5.1 The prices for Chemicals and Chemistry Services are as set out on the Site from time to time (except in cases of obvious error) or in the Specification Document. Prices are liable to change at any time, but changes will not affect a Purchase Order accepted by the COMPANY.
5.2 The Site contains a large number of Chemicals and Chemistry Services and it is always possible that, despite the COMPANY’s reasonable efforts, some of them may be incorrectly priced. The COMPANY will normally verify prices as part of the acceptance process so that, where a Chemical’s correct price is less than the stated price, the COMPANY will charge the lower amount to the Customer. If a Chemical’s correct price is higher than the price stated on the Site, the COMPANY will, at its discretion, either contact the Customer for instructions before dispatch, or reject the Purchase Order and notify the Customer of such rejection. The COMPANY is under no obligation to sell the Chemicals at the incorrect (lower) price, even after the Purchase Order has been accepted, if the pricing error is obvious and could have been easily recognized by the Customer as a mispricing.
5.3 Prices exclude
tax and exclude delivery costs, which (if relevant) will be added to the total amount due from the Customer. The COMPANY shall also charge the Customer any reasonable out-of-pocket expenses incurred in providing the Chemistry Services.
5.4 The COMPANY shall invoice the Customer within
30 days after the Chemicals have been shipped. If a Customer requires an invoice to be raised against a particular purchase order or purchase order number, it is the Customer’s responsibility to provide the number when placing the Purchase Order.
5.5 Invoiced amounts shall be due and payable within
30 days of the date of the invoice by bank transfer, cheque or credit card in Pounds Sterling, Euros or United States dollars as indicated on the invoice.
5.6 The COMPANY shall be entitled to charge interest calculated on a daily basis on all overdue amounts owed to the COMPANY (both before and after judgment) until actual payment at the rate of fifteen per cent (15%) per annum until payment is made in full.
5.7 In the event the Company incurs costs to enforce or protect its rights herein, including but not limited to attorney fees, court costs and/or interest on any payments not made when due, then all fees, costs and expenses shall be due immediately to Company on demand.
6 DELIVERY AND ACCEPTANCE
6.1 Delivery shall be Ex Works (Incoterms 2000) with delivery to be arranged by the COMPANY as an agent for the Customer subject to all costs of delivery including without limitation import and export duties to be paid for by the Customer in accordance with Clause 15.
6.2 The date of any delivery of Chemicals specified by the COMPANY is an estimate only. Time for delivery shall not be of the essence for the purposes of the Agreement.
6.3 The COMPANY shall use reasonable
endeavors to complete the Chemistry Services within any time frames set out in the Specification Document but time for the delivery of the Chemistry Services shall not be of the essence for the purposes of the Agreement.
6.4 The COMPANY shall not be liable for any loss, costs, consequential, punitive or incidental damages, damages for loss of profits, claims, charges or expenses caused directly or indirectly by any delay in the delivery of the Chemicals or completion of the Chemistry Services in accordance with this Condition 6.
6.5 In the event that the Customer or any third party, not being a sub-contractor of the COMPANY, shall act or omit to act which prevents or delays the COMPANY from undertaking or complying with any of its obligations under an Agreement, then the COMPANY shall notify the Customer as soon as practicable and:
6.5.1 The COMPANY shall have no liability to the Customer or third parties in respect of any delay;
6.5.2 inform the Customer of the impact on delivery times; and
6.5.3 the Customer shall be liable to the COMPANY for any additional costs incurred by the COMPANY performing its obligations under the Agreement.
6.6 The Customer will be deemed to have accepted the Chemicals and Chemistry Services as being in accordance with this Agreement unless:
6.6.1 within 14 days of the date of delivery of the Chemicals, the Customer notifies the COMPANY in writing of any defect or other failure of the Chemicals to conform with this Agreement (which would be apparent upon reasonable inspection and testing of the Chemicals within 14 days); or
6.6.2 the Customer notifies the COMPANY in writing of any defect or other failure of the Chemicals to conform with this Agreement within a reasonable time where the defect or failure would not be so apparent within 14 days of the date of delivery, failing which the Customer shall not be entitled to reject the Chemicals and the COMPANY shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Chemicals had been delivered in accordance with the Agreement.
7 TITLE AND RISK
7.1 Full legal, beneficial and equitable ownership of the Chemicals shall remain with in the COMPANY (even though they have been delivered and risk has passed to the Customer) until:
7.1.1 payment in full, in cash or cleared funds, for all the Chemicals and Chemistry Services has been received by the COMPANY; and
7.1.2 all other money payable by the Customer to the COMPANY on any other account or under the Agreement or any other contract has been received by the COMPANY.
7.2 All risk in the goods shall pass to the Customer at time of delivery in accordance with Clause 6.1.
8 CANCELLATION
8.1 The Customer may terminate or cancel this Agreement by written notice given at least five (5) Working Days before shipment of the Chemicals or the due date for delivery or date for completion of the Chemistry Services (whichever is the earlier) but shall be liable for any third party costs incurred by the COMPANY in performing the Agreement. 8.2 If the Customer gives written notice to terminate or cancel an Agreement on less than five Working Days before shipment of the Chemicals or the due delivery or date for completion of the Chemistry Services (whichever is the earlier), the Customer shall be liable for the full amount of the Chemicals and Chemistry Services as set out in the Purchase Order and the Specification Document (if any). The Customer acknowledges that this liability represents a genuine pre-estimate of the COMPANY’s losses in the event of a short notice to terminate or cancel. 8.3 Chemicals cannot be returned and/or replaced once the Customer has taken delivery unless the Chemicals are faulty or do not correspond with the Purchase Order or Specification Document. The Customer acknowledges that Chemicals have a limited shelf life and the COMPANY shall not accept any returned Chemicals if it has not been notified by the Customer of a defect within 14 days of receipt by the Customer. The Customer shall be liable for the price of the Chemicals unless their return complies with this Condition 8.3.
9 CUSTOMER`S OBLIGATIONS
9.1 To enable the COMPANY to perform its obligations under this Agreement the Customer shall:
9.1.1 co-operate with the COMPANY;
9.1.2 provide any information reasonably required by the COMPANY;
9.1.3 obtain all necessary permissions and consents which may be required by the Customer or the COMPANY before the commencement of the Chemistry Services; and
9.1.4 comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.
9.2 The Customer shall be liable to compensate the COMPANY for any loss, costs, damages, claims, charges or expenses incurred by the COMPANY as a result of the Customer’s failure to comply with Clause 9.1.
10 ALTERATIONS TO THE SPECIFICATION DOCUMENT
10.1 The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of Chemicals and/or Chemistry Services shall be set out in a new Specification Document, as well as any alterations to the price, delivery and any other terms agreed between the parties.
10.2 The Customer may at any time request alterations to the Specification Document by notice in writing to the COMPANY. On receipt of the request for alterations the COMPANY shall, within 5 Working Days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price, delivery and any other terms agreed between the parties.
10.3 Where the COMPANY gives written notice to the Customer in accordance with Condition 10.2, the Customer shall, within 5 Working Days of receipt of such notice or such other period as may be agreed between the parties, advise the COMPANY by notice in writing whether or not it wishes the alterations to proceed. Failure by the Customer to provide such notice shall cause the COMPANY to continue to
fulfill the Agreement as agreed prior to discussing changes in accordance with this Condition 10.
11 WARRANTY
11.1 The COMPANY warrants that the Chemistry Services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
11.2 The COMPANY disclaims all other warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose with respect to the Chemical and/or Chemistry Services.
12 INDEMNIFICATION
12.1 The Customer shall indemnify the COMPANY against all claims, costs and expenses which the COMPANY may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under an Agreement, including any claims brought against the COMPANY alleging that any Chemicals or Chemistry Services provided by the COMPANY in accordance with a Specification Document infringes any Intellectual Property Rights of a third party.
13 LIMITATION OF LIABILITY
13.1 Subject to Condition 13.3, the entire liability of the COMPANY to the Customer in respect of any claim whatsoever or for breach of an Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer for the Purchase Order to which the claim relates.
13.2 Subject to Condition 13.3, in no event shall the COMPANY be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect, special or consequential loss or damage whatsoever, including consequential and punitive damages. This shall apply even where such a loss was reasonably foreseeable or the COMPANY had been made aware of the possibility of the Customer incurring such a loss.
13.3 Nothing in these Terms and Conditions shall exclude or limit the COMPANY’s liability for death or personal injury resulting from the COMPANY’s gross negligence or for willful fraudulent misrepresentation.
13.4 The Customer shall be solely responsible for any failure or damage caused by any modification or misuse of the Chemicals.
14 TERMINATION
14.1 Either party may terminate this Agreement forthwith by notice in writing to the other if:
14.1.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 45 days of being given written notice from the other party to do so;
14.1.2 the other party commits a material breach of this Agreement that cannot be remedied under any circumstances;
14.1.3 the other party applies for, consent to or acquieces in the filing of any bankruptcy petition;
14.1.4 the other party ceases to carry on its business or substantially the whole of its business; or
14.1.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
14.2 Notwithstanding any other provision, all payments payable to the COMPANY under this Agreement shall become due immediately upon termination of the Agreement for whatever reason.
15 IMPORT AND EXPORT DUTY
15.1 If the Customer places an Purchase Order for delivery outside of the USA, it may be subject to import and export duties and taxes that are levied when the Chemicals or Chemistry Services are delivered to the specified destination. The Customer shall be responsible for payment of any such duties and taxes. The COMPANY has no control over these charges and cannot predict their amount. The Customer should contact its local customs office for further information before placing a Purchase Order.
15.2 The Customer shall be responsible for complying with all applicable laws and regulations of the country in which the Chemicals and Chemistry Services are supplied. The COMPANY shall not be liable to the Customer or any third party for any breach by the Customer of such laws and regulations, and the Customer shall indemnify the COMPANY for any loss incurred as a result.
16 INTELLECTUAL PROPERTY RIGHTS
16.1 The supply by the COMPANY to the Customer of Chemicals or Chemistry Services does not create or transfer any proprietary rights to the Customer and the COMPANY expressly reserves the ownership of all Intellectual Property Rights in the Chemicals and Chemistry Services, including without limitation the manufacturing and composition of the Chemicals. This Agreement confers no
license, assignment or transfer in respect of any of the COMPANY’s Intellectual Property License to the Customer.
17 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events. 18 USE OF CHEMICALS
18.1 All Chemicals provided by the Company are potentially hazardous and are strictly for laboratory research and development use only. The Chemicals are not supplied for pharmaceutical, household, agricultural, food, cosmetic or any other human use.
18.2 All Chemicals supplied by the Company are strictly for use by scientifically qualified personnel, trained in laboratory procedures and familiar with the potential hazards of the Chemicals.
18.3 The Customer warrants that its use of the Chemicals will be in accordance with the provisions of this clause and that it will test the Chemicals to ensure their safety for the Customer’s intended use.
19 GENERAL
19.1 The COMPANY and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties.
19.2 The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the COMPANY. The COMPANY may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of its rights or obligations arising under it, at any time.
19.3 If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
19.4 The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce any and Terms and Conditions of an Agreement.
19.5 Any notice to be given by either party to the other may be served by email, fax, personal service or by certified mail, return receipt requested to the address of the other party given in the Purchase Order or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by mail shall be deemed to have been delivered two (2) business days after mailing. A party sending any notice by fax or email shall also send a hard copy confirmation of such notice by certified mail, return receipt requested in accordance with the provisions of this clause.
Notices to:
CHEMDEA
50 E Ridgewood Ave. Suite 240 Ridgewood, NJ 07450
19.6 An Agreement contains the entire agreement between the parties relating to its subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, between the parties, oral or written.
19.7 In the event of a conflict between these Terms and Conditions, a Purchase Order and a Specification Document, the following order of precedence shall apply:
19.7.1 Terms and Conditions; 19.7.2 Specification Document; and 19.7.3 Purchase Order.
19.8 Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
19.9 The COMPANY may revise and amend these Terms and Conditions from time to time. The Customer shall be subject to the Terms and Conditions in force at the time the Purchase Order is placed, unless any change is required by law or a governmental authority, in which case it will apply to all Agreements, Purchase Orders and Specification Documents.
19.10 This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.
19.11 This Agreement is made only in the English language. If there is any conflict in meaning between the English language version of an Agreement and any version or translation of an Agreement in any other language, the English language version shall prevail.
