Términos del servicio

 

1.    Price
Products will be invoiced at the prices set forth in the applicable Sales Document or, if no price is specified, at our published list price in effect at the time of shipment. All prices are stated and payable in U.S. Dollars unless otherwise expressly agreed in writing.

Written price quotes are valid for the period stated therein or, if no period is stated, for seven (7) days from the date of the quote. We reserve the right to adjust prices at any time without prior notice. If the price of a Product increases between order placement and shipment, we will invoice at the increased price and may contact you to confirm acceptance. If you do not accept the increased price, we reserve the right to cancel the order without liability to you.

Prices exclude all taxes, fees, duties, and other charges imposed by any governmental authority, including sales tax, use tax, excise tax, value-added tax (VAT), customs duties, and similar assessments (collectively, "Taxes"). You are solely responsible for all such Taxes. Where we are legally required to collect or remit any Tax, we will invoice you accordingly. If you claim a tax exemption, you must provide a valid exemption certificate or other documentation acceptable to the relevant taxing authority at the time you place your order; absent such documentation, applicable Taxes will be charged.

Prices may not include costs for special handling, including hazardous materials packaging, hazardous transportation fees, cold chain management, refrigerants (e.g., ice packs or dry ice), or expedited processing. Any such charges will be added to your invoice as applicable and itemized separately.

 

2.    Payment
Unless we have approved credit terms for your account in writing, payment is due in advance of shipment. If we have approved net thirty (30) day payment terms, payment is due within thirty (30) days of the invoice date. We may modify payment terms at any time, including requiring full or partial payment in advance, if we determine it necessary in our sole discretion, including if we believe in good faith that your financial condition does not justify the approved terms of payment. To request credit terms, please contact us. Time is of the essence with respect to all payment obligations.

If any payment is not received when due, we may charge interest on the overdue amount at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. You will also be responsible for all costs of collection, including reasonable attorneys' fees and court costs.

All amounts due under these Terms must be paid in full, without deduction, setoff, or counterclaim, regardless of any dispute you may have with us. We may apply any payments or credits you provide against any outstanding amounts owed to us, including past due amounts under any invoice, in our sole discretion. We reserve the right to suspend or withhold shipments, in whole or in part, if any amounts owed to us are past due. If your payment method is not authorized or payment is otherwise not received, we may cancel your order without liability to you.

 

3.    Delivery
Unless otherwise agreed in writing, all sales are made FCA (Free Carrier) Incoterms 2020 from our shipping point. Title to and risk of loss for Products transfer to you when the Products are delivered to the carrier at our facility. Once risk of loss has transferred to you, we will have no liability for any loss, damage, delay, deterioration, or destruction of Products occurring during transit or thereafter, regardless of which party arranged or paid for transportation. You are responsible for obtaining and maintaining adequate insurance coverage for Products from the point of risk transfer. For collect shipments, insurance will automatically be included; if you prefer to opt out, please contact us.

We may, in our sole discretion, make partial shipments of Products and invoice each shipment separately; you must pay for the units shipped whether such shipment is in whole or partial fulfillment of your order. All shipping dates and delivery times are estimates only and are not guaranteed. We will not be liable for any loss, damage, delay, or failure to deliver resulting from any cause beyond our reasonable control, and you may not refuse delivery or otherwise be relieved of any obligations as a result of any delay in delivery. If delivery is delayed due to any cause within your control or at your request, we may place the Products in storage at your risk and expense.

We reserve the right to withhold or suspend shipments, in whole or in part, if you fail to make any payment when due or otherwise fail to perform your obligations under these Terms. For claims regarding incorrect, damaged, or missing Products, please refer to Section 4 of these Terms.

 

4.    Incorrect, Missing, or Damaged Products
If you receive Products that are incorrect, damaged, or missing, you must notify us in writing within five (5) business days of receipt. Failure to provide written notice within this period will constitute your acceptance of the Products, and we will have no further responsibility for any such issues. Upon receipt of your notice, we reserve the right to inspect the Products and will determine the appropriate resolution in our sole discretion, which may include: (a) replacing any damaged or missing items, (b) issuing a credit for the affected Products, (c) adjusting the invoice if the delivery was partial, or (d) updating the invoice to reflect the actual quantity delivered. The foregoing remedies are separate from and in addition to any warranty claims available under Section 11.

 

5.    Cancellations and Modifications
Any cancellation or modification of an order already in process requires our prior written approval. If approved, cancellations or modifications will be subject to a cancellation fee of not less than thirty-five percent (35%) of the order value, plus all shipping, handling, packaging, and other costs already incurred by us; we reserve the right to charge a higher fee where our actual costs exceed this amount. To request a cancellation or modification, please contact us in writing.

We cannot accept cancellations or modifications for the following types of Products: diagnostic reagents, custom products, bulk products, and special orders. Special orders are those made to meet your specific requirements, such as particular shelf life or batch specifications.

 

6.    Returns for Change of Mind
To return Products due to a change of mind, you must obtain our prior written approval by contacting us within five (5) business days of receiving the Products; we will not accept returns after this period.

The following Products are not eligible for return: diagnostic reagents, refrigerated or frozen items, custom products, bulk items, special orders, compendial chemicals (including USP, EP, JP, NF, and FCC grade products), controlled substances, and orders under thirty dollars ($30.00). Special orders are those made to meet your specific requirements, such as particular shelf life or batch specifications. We may also refuse returns of hazardous materials or Products subject to regulatory shipping restrictions.

You must return Products in their original packaging with the original label affixed, unaltered in form and content, at your expense and risk. We reserve the right to reject any returned Products that do not comply with these requirements or that have been opened, used, altered, or damaged. Title to returned Products passes to us only upon our receipt and acceptance of the Products at our facility.

 

7.    Research Use
All Products are intended solely for laboratory research use and are not approved, designed, or intended for use in clinical diagnostics, therapeutic applications, commercial manufacturing, or for administration to or consumption by humans or animals.

If you intend to use Products for any purpose other than laboratory research, you are solely responsible for: (a) obtaining all necessary regulatory approvals, licenses, and permissions required for your intended use; (b) ensuring compliance with all applicable laws, regulations, and industry standards; (c) conducting all necessary testing to verify that Products are suitable and safe for your intended use; and (d) verifying that the original manufacturer or vendor of the Products meets all applicable regulatory requirements for your intended use.

You acknowledge the following with respect to our role and capabilities: (a) we are a distributor and are not the original manufacturer of Products unless expressly stated otherwise; (b) our facilities are not regulated by the U.S. Food and Drug Administration ("FDA") for manufacturing, processing, or holding human or animal drugs, biologics, or medical devices; and (c) we may only repack or relabel Products intended for laboratory research use and may not repack or relabel Products for clinical, diagnostic, therapeutic, or commercial use.

 

8.    Product Documentation
Safety data sheets ("SDS") for Products bearing our name are available upon request and, where required by applicable law, will be provided at or prior to delivery. SDS are prepared based on the present state of our knowledge at the time of preparation, are provided as a guide only, and do not represent a guarantee of the properties of the Product. All recommendations for handling, storage, or use of Products, whether given in writing or otherwise, reflect information available to us at the time such recommendations are made and do not purport to be all-inclusive. We reserve the right to update or revise any SDS at any time, and it is your responsibility to ensure you are using the most current version. You must make your own determination and satisfy yourself that: (a) the Products and any related handling, storage, or use recommendations are suitable for your intended use; and (b) your receipt, handling, storage, use, transportation, and disposal of Products are in compliance with all applicable environmental, health, and safety laws and regulations. You must ensure that all persons who may be exposed to Products have access to the relevant and current SDS.

Where available, certificates of analysis ("CoA") or other quality documentation for Products may be provided upon request or made available through our website. Any CoA or quality documentation we provide is based on data supplied by the original manufacturer and is provided for informational purposes only. We make no representation or warranty as to the accuracy or completeness of any such documentation, and you may not rely on any CoA or quality documentation as a guarantee of fitness for your intended use. You are solely responsible for conducting your own testing and verification to confirm that Products meet your specific requirements.

 

9.    Compliance with Laws
You must comply with all applicable laws and regulations governing your purchase, handling, and use of Products, including those relating to export controls, import restrictions, pharmaceuticals, cosmetics, food products, electronic waste, chemical substances (including the Toxic Substances Control Act and REACH), and anti-bribery and anti-corruption laws (including the Foreign Corrupt Practices Act and the UK Bribery Act). You must obtain and maintain in effect all licenses, permits, authorizations, consents, and approvals required for your purchase, possession, and use of Products.

You are solely responsible for complying with all applicable export and import laws and regulations in connection with your purchase of Products, including screening all parties to export transactions against applicable sanctions and denial lists and obtaining any required export licenses or authorizations. If any governmental authority imposes antidumping or countervailing duties or any other penalties on Products, we reserve the right to terminate the Agreement or suspend delivery without liability to you.

 

10.    Product Recalls
If we determine, in our sole discretion, or are required by any governmental authority, to recall any Products, we will notify you as soon as reasonably practicable using the contact information on file for your account. Upon receipt of a recall notice, you must: (a) immediately cease use, distribution, and resale of the recalled Products; (b) quarantine and preserve all affected Products in their current condition; (c) provide us with a full accounting of all recalled Products in your possession or control, including quantities and lot numbers; and (d) return or destroy the recalled Products as directed by us in writing. We will bear the reasonable direct costs of any recall arising solely from a defect in the Products as supplied by us. You will bear the costs of any recall arising from your storage, handling, use, or modification of the Products after delivery, or from your failure to comply with our recall instructions. You must notify us promptly if you become aware of any safety concern, adverse event, or governmental inquiry relating to any Products, and must cooperate fully with any investigation or recall process we initiate.

 

11.    Product Warranty
We warrant that Products will meet our published specifications and be free from defects in materials and workmanship for thirty (30) days from the date of shipment. All warranty claims must be brought within one (1) year of the date of shipment, regardless of their nature.

To make a warranty claim, you must notify us promptly and in any event within ten (10) days of discovering any defect, failing which the defect will be deemed waived. Your notice must include a written description of the claimed defect and photographic evidence. You must preserve the Products in their original condition and packaging and must not dispose of or use any allegedly defective Products without our prior written consent. We may require you to provide samples and return the Products to us at your expense to allow us to examine and verify the issue. Any warranty claim will be void if these requirements are not met.

If Products fail to meet this warranty, we will, at our sole discretion, either (a) repair the Products, (b) replace the Products, (c) issue a refund for the Products, or (d) provide a credit for the Products. This is our sole obligation and your exclusive remedy for any warranty claim.

This warranty does not cover defects or failures resulting from: (a) use of Products for purposes other than laboratory research as described in Section 7; (b) use of Products beyond their shelf life or expiration date; (c) improper storage, handling, or use of Products; or (d) modification or alteration of Products by anyone other than us. If we determine that a Product failure or claim is not covered by this warranty, we may charge you for the reasonable costs of investigating and responding to your warranty request.

EXCEPT FOR THE EXPRESS LIMITED WARRANTY STATED ABOVE, WE MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT PRODUCTS WILL BE ERROR-FREE OR WILL ACHIEVE ANY SPECIFIC RESULTS.

The sale of Products does not convey any license, express or implied, under any patent, trademark, copyright, or other intellectual property right owned or controlled by us or by any third party. We do not warrant that the purchase, use, manufacture, or resale of Products will not infringe the claims of any domestic or foreign patent or other intellectual property right. You are solely responsible for determining whether any license is required for your intended use of Products and for obtaining any such license at your sole cost and expense.

 

12.    Assumption of Risk
You assume all risk and liability for the transportation, storage, handling, sale, and use of Products purchased from us, including any risk of harm or damage to persons or property. Without limiting the foregoing, you are solely responsible for determining the suitability of Products for your intended use and for ensuring that Products are used in compliance with all applicable laws, regulations, and safety requirements, including those described in Section 7.

 

13.    Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, DOWNTIME, FAILURE TO REALIZE SAVINGS, BUSINESS INTERRUPTION, OR THIRD-PARTY CLAIMS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY PRODUCTS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE SPECIFIC PRODUCTS THAT GIVE RISE TO THE CLAIM.

WE ARE NOT RESPONSIBLE FOR ERRORS OR OMISSIONS IN PRICING, PRODUCT DESCRIPTIONS, SPECIFICATIONS, OR OTHER INFORMATION PROVIDED ON OUR WEBSITE, IN CATALOGS, DATA SHEETS, OR OTHER MATERIALS. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS AND TO CANCEL OR REFUSE ORDERS BASED ON INCORRECT INFORMATION.

 

14.    Indemnification
You agree to indemnify, defend, and hold harmless Chem-Impex, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) the transportation, storage, handling, sale, resale, or use of Products by you or any third party; (b) any breach of these Terms by you; (c) any negligence, recklessness, willful misconduct, or violation of law by you, your affiliates, or your agents, employees, partners, or subcontractors; (d) your use of Products for any purpose other than laboratory research as described in Section 7; or (e) any third-party claim that your use of Products infringes any intellectual property right or violates any applicable law or regulation. Your duty to defend, indemnify, and hold us harmless arises upon the first notice of any claim, action, or lawsuit subject to indemnification. This indemnification obligation will survive termination of these Terms.

 

15.    Termination
In addition to any other remedies available to us, we may terminate the Agreement or any order immediately upon written notice if you: (a) fail to make any payment when due; (b) breach any provision of these Terms; (c) become insolvent or are subject to bankruptcy, receivership, reorganization, or similar proceedings; or (d) cease or threaten to cease conducting business in the ordinary course.

We may also terminate any order or the Agreement at any time, for any reason, upon written notice to you. We reserve the right to suspend performance of any order or the Agreement, in whole or in part, at any time if we reasonably believe that grounds for termination exist or if you fail to perform any obligation under these Terms.

Upon termination or expiration of the Agreement: (a) all outstanding payment obligations become immediately due and payable; (b) any pending orders may be cancelled at our discretion; (c) Sections 4, 5, 9, 11, 12, 13, 14, 15, 16, 21, 24, and 25 of these Terms will survive termination; and (d) termination does not relieve either party of any obligation accrued prior to the effective date of termination.

 

16.    Confidentiality
All non-public, confidential, or proprietary information we share with you—including specifications, original manufacturer information, samples, patterns, designs, plans, documents, data, business operations, customer lists, pricing, discounts, or rebates-constitutes Confidential Information under these Terms, regardless of the form or medium of disclosure and whether or not it is marked as confidential.

You must not disclose, use, or permit access to Confidential Information for any purpose other than as expressly authorized under these Terms, without our prior written consent. Without limiting the foregoing, you may not use Confidential Information to file patent applications or for any other purpose adverse to our interests. Upon our request, you must promptly return or destroy all documents and materials containing Confidential Information received from us.

These obligations do not apply to information that: (a) is or becomes publicly available through no act or omission of yours; (b) was already known to you prior to its disclosure by us; or (c) is lawfully obtained from a third party free of any confidentiality restriction.

Without limiting the confidentiality obligations set forth above, you may not, without our prior written consent: (a) use our name, trademarks, trade names, logos, or other proprietary identifiers in any marketing, promotional, or publicity materials, whether in written or electronic form; or (b) represent or imply that any of your products or services have been endorsed, approved, tested, or certified by us.

You acknowledge that any breach of this Section may cause us irreparable harm, for which monetary damages would be an inadequate remedy. We therefore reserve the right to seek injunctive or other equitable relief for any such breach, in addition to any other remedies available at law or in equity.

 

17.    Entire Agreement
These Terms, together with any applicable Sales Documents, constitute the entire and exclusive agreement between the parties with respect to the purchase and sale of Products and supersede all prior negotiations, representations, warranties, and understandings, whether written or oral.

 

18.    Assignment
We may assign or transfer these Terms, or any of our rights or obligations hereunder, to any affiliate or successor entity, or in connection with any merger, acquisition, reorganization, or sale of all or substantially all of our assets, without your consent. You may not assign or transfer these Terms, or any of your rights or obligations hereunder, in whole or in part, to any third party without our prior written consent. Any purported assignment by you in violation of this Section will be null and void.

 

19.    No Waiver
No waiver of any provision of these Terms will be effective unless made in writing and signed by our authorized representative. Our failure to exercise or enforce any right or remedy under these Terms at any time will not constitute a waiver of that right or remedy, nor will it preclude us from exercising that right or remedy at any later time.

 

20.    Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. We will modify any such invalid provision to the minimum extent necessary to make it valid and enforceable, preserving its original intent to the greatest extent possible.

 

21.    Relationship of Parties
The parties are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between the parties, and neither party has any authority to act on behalf of or legally bind the other party.

 

22.    No Third-Party Beneficiaries
These Terms are for the sole benefit of the parties and their respective successors and permitted assigns. Nothing in these Terms, express or implied, confers any rights, benefits, or remedies upon any third party.

 

23.    Force Majeure
Neither party will be liable for any delay or failure to perform any obligation under these Terms (except payment obligations) to the extent caused by circumstances beyond that party's reasonable control, including: natural disasters, floods, fires, earthquakes, epidemics, pandemics, government actions or orders, war, terrorism, riots, civil unrest, national emergencies, embargoes, trade restrictions, sanctions, strikes, labor disputes, carrier disruptions, cyberattacks, telecommunications or power failures, supply chain disruptions, shortages of materials, or production failures (each, a "Force Majeure Event").

If a Force Majeure Event continues for more than one hundred twenty (120) days, either party may terminate the Agreement upon written notice to the other party.

 

24.    Notices
Any notice or communication required or permitted under these Terms must be in writing and delivered by email, overnight courier, or personal delivery to the addresses specified in the applicable Sales Documents or as otherwise notified in writing by the receiving party.

 

25.    Governing Law and Venue
These Terms and all matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods ("CISG"). Any legal action or proceeding arising out of or relating to these Terms must be brought exclusively in the state or federal courts located in DuPage County, Illinois, to the exclusive jurisdiction of which each party irrevocably submits, waiving any objection to venue or inconvenient forum.

 

26.    Survival
The provisions identified in Section 15 (Termination) as surviving termination, together with any other provisions that by their nature should survive, will remain in effect after termination or expiration of the Agreement.

 

27.    Data Protection
We collect, process, and use personal data you provide - such as contact names, business addresses, and billing information - solely as necessary to fulfill our obligations under these Terms and to manage our business relationship with you. Our privacy policy ("Privacy Policy") governs our handling of all personal data, and by placing an order, you acknowledge and agree to such handling.

 

28.    Contact Us
You may reach us at 630-766-2112 or via email at customer@chemimpex.com.