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Offer may be withdrawn or revoked by BIOCHEMTECH at any time prior to the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.
