In these Terms and Conditions of Sale, “BIOCHEMTECH” means the seller, Biochemtech SRL company; "Buyer" means the person, firm, company or corporation by whom the order is placed. BIOCHEMTECH and the Buyer will sometimes be referred to herein individually as a “Party” and collectively as the “Parties”. By submitting an order for the BIOCHEMTECH products (“Products”) whether by telephone, email, on the website or other ways of communication, Buyer confirms acceptance of the terms and conditions (“Terms”) contained herein.
1. Offer, Confirmation or Agreement
Any Offer is expressly made conditional on Buyer's assent to all of the terms contained in the Offer without deviation. Acceptance by Buyer of an Offer may be evidenced by (i) Buyer's written or verbal assent or the written or verbal assent of any representative of Buyer, (ii) Buyer's acceptance of delivery of the Products or any such acceptance by any representative of Buyer, or (iii) other conduct by Buyer or any representative of Buyer consistent with acceptance of the Offer.
In the event that any Offer or Confirmation is sent in response to Buyer's blanket purchase order, the terms and conditions of that Offer or Confirmation, including these Terms and Conditions, shall apply to any delivery by BIOCHEMTECH, irrespective of whether Buyer submits additional purchase orders (electronically or otherwise) and whether BIOCHEMTECH provides a Confirmation to such additional purchase orders. All terms and conditions of such documents by Buyer are hereby rejected.
BIOCHEMTECH’s Offers are open for acceptance within the period stated by BIOCHEMTECH in the Offer or, when no period is stated, within thirty (30) days from the date of the Offer, but any Offer may be withdrawn or revoked by BIOCHEMTECH at any time prior to the receipt by BIOCHEMTECH of Buyer's acceptance related thereto.
If BIOCHEMTECH receives an order from Buyer for the sale by BIOCHEMTECH and purchase by Buyer of Products and such order is not a response to an Offer by BIOCHEMTECH, or if BIOCHEMTECH receives an order or acceptance by Buyer which deviates from BIOCHEMTECH's Offer, such order or acceptance, respectively, shall be deemed to be a request for an Offer only.
An acceptance by Buyer of any Offer made by an order gatherer, liaison officer, agent or sales representative for BIOCHEMTECH shall constitute an Agreement between BIOCHEMTECH and Buyer upon explicit Confirmation by BIOCHEMTECH itself.
2. Instructions for Use
Unless otherwise specifically authorized in writing by the Owner of BIOCHEMTECH, BIOCHEMTECH products are not intended, approved or authorized for human or animal consumption nor for direct use in any food, drug or cosmetic applications. BIOCHEMTECH products are warranted to meet our specifications as set forth in the BIOCHEMTECH Lot Analysis or other Company literature specifically relating thereto only. By accepting BIOCHEMTECH products, Buyer agrees to the limitations set forth herein, assumes all responsibility for the proper use of such products in accordance with these limitations, and agrees to indemnify, defend and hold harmless BIOCHEMTECH from and against any and all claims, suits and/or liability in the event such products are used in a manner contrary to these limitations.
3. Prices
3.1 The prices quoted in the order confirmation of BIOCHEMTECH shall solely apply. Additional services will be invoiced separately.
3.2 All prices are quoted as net prices and do not include value added tax, which is to be paid additionally by the Buyer in the amount specified by applicable law.
3.3 Unless otherwise expressly agreed, the prices are quoted ex works (EXW INCOTERMS 2010) of the BIOCHEMTECH company using these Terms. The Buyer shall bear all additional freight costs, packing costs in excess of standard packing, public fees (including withholding taxes) and duties.
4. Delivery Terms
4.1 Unless otherwise expressly agreed, BIOCHEMTECH shall deliver ex works (EXW INCOTERMS 2010) of the BIOCHEMTECH company using these Terms and Conditions.
4.2 Delivery periods shall only be binding if expressly agreed in writing. Delivery periods shall begin on the date of the order confirmation by BIOCHEMTECH, however, in no case prior to settlement of all details relating to an order including the furnishing of any required official certificates. Delivery periods shall be deemed to be met on timely notification of readiness to ship if the goods cannot be dispatched in time through no fault of BIOCHEMTECH.
4.3 BIOCHEMTECH’s delivery dates are estimates only and BIOCHEMTECH is not liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of BIOCHEMTECH, nor shall the carrier be deemed an agent of BIOCHEMTECH. A delayed delivery of any part of an Order does not entitle Buyer to cancel other deliveries.
4.4 BIOCHEMTECH may perform partial deliveries and render partial services if such action would not unreasonably affect the Buyer.
5. Claims
Immediately upon delivery of Products to Buyer, Buyer shall inspect the same and shall give notice to BIOCHEMTECH of any claims for shortages, defects or damages; and Buyer shall hold any damaged or defective Products for BIOCHEMTECH’s written instructions concerning disposition. If Buyer fails to notify BIOCHEMTECH within thirty (30) days after the Products have been delivered to Buyer, such Products shall be deemed to have been accepted by Buyer and to conform to these Terms and to the applicable product specifications.
6. Returns, Refunds and Exchanges
6.1 Returns: Only products originally shipped from BIOCHEMTECH or from an authorized distributor will be considered for return to BIOCHEMTECH. By a Buyer requesting return of products to BIOCHEMTECH, the Buyer certifies that the products were purchased from BIOCHEMTECH and there has been no substitution of the product from another supplier, distributor or other source of the product. Any return must be in the original packaging and in unused condition except if approved for failure analysis/warranty evaluation by a BIOCHEMTECH specialist.
6.2 Exchanges: Any item for exchange must be in new condition and in the original packaging. Exchanges must be requested within 30 days of ship date. Defective item(s) may be exchanged/returned for the same item. Items purchased from BIOCHEMTECH that have been used or altered and any items that have been sold as NC/NR will not be accepted for exchange.
7. Limitation of Warranties
BIOCHEMTECH products are warranted to conform, on the date of shipment, to the BIOCHEMTECH specifications in effect at the time of product manufacture. The BIOCHEMTECH warranty obligation is limited to either replacement of non-conforming product or the refund of the purchase price. The limited warranty contained in this paragraph is the sole warranty provided by BIOCHEMTECH with respect to all BIOCHEMTECH products and is made expressly in lieu of and excludes any warranty of merchantability or fitness for a particular purpose and all other express or implied representations and warranties.
8. Limitation of Liabilities
BUYER SHALL NOT BE ENTITLED TO, AND BIOCHEMTECH SHALL NOT BE LIABLE FOR, LOSS OF PROFITS OR REVENUE, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEADS, BUSINESS INTERRUPTION COST, LOSS OF DATA, REMOVAL OR REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS OF BUYERS, PUNITIVE DAMAGES, IPR INFRINGEMENT, LOSS OF CONTRACTS OR ORDERS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. BUYER’S RECOVERY FROM BIOCHEMTECH FOR ANY CLAIM SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE AFFECTED PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHERIN CONTRACT, TORT, WARRANTY, OR OTHERWISE. BUYER WILL INDEMNIFY, DEFEND AND HOLD BIOCHEMTECH HARMLESS FROM ANY CLAIMS BASED ON (a) BIOCHEMTECH’S COMPLIANCE WITH BUYER’S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (b) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN BIOCHEMTECH, or (c) USE IN COMBINATION WITH OTHER PRODUCTS.
9. Force Majeure
BIOCHEMTECH is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond BIOCHEMTECH’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing BIOCHEMTECH from performance and barring remedies for non-performance. In an event of force majeure condition, the BIOCHEMTECH’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting BIOCHEMTECH to any liability or penalty. BIOCHEMTECH may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Buyer.
10. Non-Disclosure
Each Party agrees that it shall not use or disclose confidential or proprietary information disclosed to it by the other Party, including, without limitation, the Terms of the Sale to the Buyer and the nature and results of any testing by either Party. Buyer further agrees that it will not reverse engineer any substances that are provided to it by BIOCHEMTECH, including the Products.
11. Changes
BIOCHEMTECH reserves the right to change these terms and conditions at any time without prior notice. In the event that any changes are made, the revised terms and conditions shall be posted on this website immediately. Please check the latest information posted herein to inform yourself of any changes.
12. Compliance with Laws
Buyer agrees that all applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time, including without limitation those of the United States, the European Union and the jurisdictions in which Seller and Buyer are established or from which items may be supplied, and the requirements of any licenses, authorizations, general licenses or license exceptions relating thereto will apply to its receipt and use of goods. In no event shall Buyer use, transfer, release, export or re -export any such goods in violation of such applicable laws, regulations, orders or requirements or the requirements of any licenses, authorizations or license exceptions relating thereto. Buyer agrees furthermore that it shall not engage in any activity that would expose the Seller to a risk of penalties under laws and regulations of any relevant jurisdiction prohibiting improper payments, including but not limited to bribes, to officials of any government or of any agency, instrumentality or political subdivision thereof, to political parties or political party officials or candidates for public office, or to any employee of any customer or supplier. Buyer agrees to comply with all appropriate legal, ethical and compliance requirements.
