Aceschem (“Seller”) will supply the chemical “(Product”) or service require by the buyer (“Buyer”) subject to the terms("Terms") and conditions below. Placing of an order implies acceptance of these terms and conditions.
Acceptance; Entire Agreement
All orders for Products are subject to acceptance by Seller and shall be governed exclusively by these Terms. These Terms, together with the email, price quotation, order acknowledgement or similar form issued by Seller and referencing these Terms(collectively, the "Agreement") constitute the entire agreement between Seller and Buyer pertaining to the Products, and supersede all prior or contemporaneous negotiations, discussions, understandings or agreements between the parties. These terms prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Seller expressly rejects any and all additional or contradictory terms specified in any purchase order, email, acknowledgement, confirmation, or any other document supplied by Buyer pertaining to the Products. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms. No modification of any term or condition will be valid or binding upon Seller unless approved in writing by Seller.
Quotations, Prices and Quotations
Unless extended in writing by Seller, any price quotation referencing these Terms shall expire if not accepted within thirty (30) days from the date of the quotation. All prices are in U.S. Dollars. Prices are subject to change without notice, and, unless the prices are specifically held open on Seller's quotation, any unshipped Products will be invoiced at Seller's prices in effect at time of delivery. Seller reserves the right, without prior notice, to discontinue products, or change specifications and prices on Products. Freight and insurance are prepaid and added to the invoice. Buyer is responsible for the cost of any packaging requirements, including, without limitation, special packaging for international shipments and dangerous goods shipments.
Taxes and other charges
Sales tax, duty, custom, or any other tax, fee or charge imposed by any governmental authority on the transaction between Seller and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefore; or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
Payment
Seller’s payment terms are Net 30 days of invoice, unless otherwise agreed. Seller reserves the right to request advance payment at its discretion.Seller reserves the right to charge interest at the rate of 1.5% per month for all amounts that are more than thirty (30) days past due. Buyer is responsible for bank charges for all overseas transactions.
Shipping and Returns
Buyer shall inspect the product immediately upon receipt, and inform Seller of any shortage, damage or quality issues within 10 business days. If buyer fails to inform seller of such issue, the product shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the buyer.
All returns must be authorized by the Seller and may be subject to a restocking charge. Products approved for return must be in unused and resalable condition. They must be returned within 30 days of Buyer's receiving them. Buyer must include with each return a copy of Seller's invoice, Seller's return authorization number, and the reason for the return.
Delivery
Products will be delivered within a reasonable time after receipt of Buyer's order. Seller shall not be liable for any delays, loss or damage in transit. Unless otherwise agreed to in writing by Seller, Seller shall deliver the Products to the destination identified in Seller's order, and Seller shall use Seller's standard methods for packaging and shipping.
Hazardous Chemicals
Many chemicals are hazardous. All Products should be handled only by qualified individuals trained in laboratory procedures and familiar with the potential hazards of the chemicals. All Products are intended for laboratory research purposes, and NOT for drug, household or other use. Buyer is responsible for consulting and complying with any applicable safety standards for the safe use of the Products, and Buyer is also responsible for the disposal of all Products in accordance with applicable laws.
Aceschem does not sell controlled substances or other illegal substances. By submitting an order with Aceschem, you are representing and warranting to Aceschem that the chemical name in question is not a controlled substance or otherwise an illegal substance that is prohibited by law.
Limited Warranties
Seller warrants that its products shall conform to the description of such products as provided to the Buyer by the Seller in the Seller's product listing, analytical data or other literature. Seller shall not be liable under this warranty if Seller determines, in its sole discretion that Buyer has misused the products in any manner; has failed to use the products in accordance with industrial standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by the Seller. It is Buyer's responsibility testing the material to confirm that it matches the specification of compound before using it. There will be no warranty or refund if any problem is found after the material has been used. Seller's sole and exclusive liability and Buyer's exclusive remedy with respect to products proved to Seller's satisfaction to be defective or non-conforming shall be replacement of such products without charge or refund of the purchase price, in Seller's sole discretion, upon the return of such products in accordance with Seller's instructions. Seller shall not in any event be liable for direct, indirect, incidental or special damages of any kind resulting from any use or failure of the products, even if Seller 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 or for any damage or loss occasioned by such product including death, personal injury or property damage.
Patent Disclaimer
The responsibility of all patent considerations in the use of our chemicals rests solely with Buyer. Suggestions and recommendations for the use are not to be taken as a license to operate under or to infringe any patent.
Governing Law
This agreement, and any disputes arising hereunder, shall be interpreted, applied, and governed in all respects by the laws of the state of Texas, without regard to its conflicts of law principles.