Terms
Chemspon ("vendor") will supply the chemical ("product") or the service ordered by the buyer ("buyer"), as per general conditions of sale ("conditions") described below.
All orders performed by the buyer will have to be accepted by the vendor, and will need to respect those conditions. Those conditions will need to be respected notwithstanding any variations or additions contained in any order or other document submitted by the buyer.
All modifications to those conditions will need to be notified in writing by an authorised representative of the vendor, and need to be accepted by the vendor.
Orders and quotations
The vendor must ask for a written purchase order and / or some references from the buyer prior to accepting an order. If the information requested in the order is not complete, the vendor may decline the order. Once the order has been accepted by the vendor, the order becomes a firm and mandatory order for the buyer.
Product in catalogue
Any order from the buyer for a product in catalogue will need to specify: Code number of the product, quantity of product, delivery address and payment conditions agreed.
Product of custom synthesis
Any order from the buyer for a product that is NOT in the catalogue will be considered as a custom synthesis product and will need to be quoted by the vendor. The quote request will need to include for following information: CAS number of the product, or a drawing of the product, chemical structure, quantity of product and delivery address.
Any purchase order from the buyer for a custom synthesis product will need to include the following information: quote reference number, CAS number of the product, or the name of the product as mentioned in the quote, quantity of product, delivery address and agreed payment conditions.
Delivery and leadtime
Delivery is not included in the price, unless some special conditions have been agreed. Production and delivery lead times are indicative and are in no way contractually agreed. Delay in production and / or delivery shall neither justify an order cancellation, nor claim of consequential damage or loss of any nature compensation. Lead time indicated on the quote are an estimate of manufacturing lead times, and do not take into account the vendor's backlog. They must be notified when the order is confirmed by the vendor.
Unless otherwise stated by the buyer, the vendor may deliver products in one batch totally or partially, in several batches. If the vendor cannot deliver the products in the event of "force majeure" preventing production, sending, or delivery of the product, but also in the event of a price rise of shortage of raw materials, he shall not be considered responsible of any liability caused to the buyer.
Price and payment
The prices are ex VAT and taxes, with no commitment and packaging costs. Prices indicated in the catalogue are indicative prices and can be modified without any prior warning. Prices indicated in a quote or in an order confirmation prevail on catalogue prices.
Any tax or duties will be supported by the buyer.
The price of any specific packaging request will be paid by the buyer.
The order shall be paid within the first 20 (TWENTY) days following billing date.
In the event of late payment, some penalties may be applied at the vendor request. Those penalties may be worth one and a half times the legal rate per late month. If the financial of geopolitical situation of the buyer justifies so, the vendor may reconsider the payment conditions, and ask for specific payment conditions such as before or at late delivery payment.
If the buyer fails to fulfil those conditions for any invoice, the vendor may ask for the payment of all monies due, and / or cancel all outstanding orders and / or decline any subsequent deliveries or services before reception of cash payment or appropriate guarantees.
The product remains the vendor sole ownership until reception of full payment of the invoiced price, even if the product were re-sold to the third party. However the risks will have to be assumed by the buyer form the delivery onwards. The vendor may repossess delivery products until reception of their full payment. Delivery costs - or any other costs necessary for the vendor to repossess the product will be supported by the buyer. The vendor may take further legal action following repossession.
Product quality
The products will be analysed in the vendor's laboratories.
Vendor shall not in any event be liable for incidental, consequential or special damages of any kind resulting from any use or failure of the product, even if buyer 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 or profits, failure to realize savings, loss of products of buyer or other use or any liability of buyer 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 or property damage unless such personal injury or property damage is caused by vendor's gross negligence.
The product specifications may be modified by the vendor without any prior notice to the buyer, unless those specifications are explicitly stated on the quote delivered by the vendor.
Intellectual property and confidentiality
The vendor commits to keeping total confidentiality with the buyer.
The techniques, technologies, methods, production processes and operating procedures that may have been developed for a custom synthesis remain the vendor's sole ownership; the vendor will not be able to file a claim about those.
Product sold by the vendor may be covered by application or process patents. The buyer must assume sole responsibility for determining the existence of such patents.
Shipping, packing and returns
The vendor may not be held responsible for any product degradation due to poor transportation conditions, and recommends the buyer to have reservation at product delivery.
We recommend that our clients check the compliance with the order and if the product is fit for purpose at delivery. Any claim will be received within 7 (SEVEN) days following product delivery. The buyer will need to keep the product available to the vendor while awaiting for the vendor's instruction. The product may not be returned with any prior consent from the vendor.
Safety and responsibility
The products delivered by the vendor are chemical products and as such must be handled by adequately qualified personnel. Every product delivered by the vendor is for research only.
The buyer will be responsible to warn and inform any person that may be in contact with the product of the potential risks and hazards incurred by people and goods in contact with the product.
General
If any provision of those terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and the remainder of the provision in question shall not be affected.
Those terms and conditions shall be governed by the Chinese law, and Chinese courts shall have exclusive jurisdiction for the hearing of any dispute between the parties. Those conditions replace any previous conditions and may be modified as we deem it appropriate.