Terms of service

• 1.1. We appreciate your business and want to make your experience with us (Chem-Impex International, Inc. or Chem-Impex) is as smooth as possible.  These terms and conditions (“Terms”) explain how we sell our products and apply to all your orders and purchases. When completing a purchase, you are agreeing to these Terms.   
• 1.2. Please note, unless we explicitly agree in writing otherwise, these Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.  
• If you have any questions or need clarification, please do not hesitate to contact us.

2. Price 

• 2.1. If we have not given you a specific price or quote, the price will be the one in effect when we ship your order.  
• 2.2. Sometimes, external factors might cause the price of a purchased product to change. If this happens, we will contact you for your acceptance.
• 2.3. Prices do not include taxes, fees, or charges from government authorities— such as use tax, sales tax, excise tax, duties, or customs fees.  If we end up paying any of these charges on your behalf, we will require reimbursement.  
• If you are eligible for an exemption, please provide an exemption certificate or other acceptable documentation when you place your order.  Without timely receipt of this documentation, we will not be able to apply the exemption.
• 2.4. Prices may not include special handling needs, such as hazardous packaging, hazardous transportation fees or ice packs.  These extra charges will be added to your invoice.  Since handling hazardous materials, often involve significant expense, we recommend considering these potential costs before placing an order. We will do our best to keep minimize these charges whenever possible. 

3. Payment 

• 3.1. Our standard payment terms require advance payment.  If you prefer net thirty (30) days, please contact us and we will promptly review your request. 
• 3.2. Keep in mind: 
  • 3.2.1. If payment is not made on time, we may charge interest at a rate of 1.5% per month (or the highest rate allowed by law, if lower). Additionally, any costs associated with collecting overdue amounts, including reasonable attorney fees and court costs, will be your responsibility.   
  • 3.2.2. If we find it necessary, we may adjust the payment terms and ask for full or partial payment in advance. All payments should be made in U.S. Dollars.
  • 3.2.3. Any amounts due should be paid as agreed, even if there is a claim or dispute with us.
  • 3.2.4. We may offset any past due amounts under any invoice to overpayments, credits or any other amounts due to you from use.
  • 3.2.5. We may pause shipments until past due amounts under invoices are paid.
  • 3.2.6. If your payment is not authorized, we cannot fulfill your order. 

  
  

4. Delivery 

• 4.1. In stock orders received by 3:00 PM EST are generally shipped within one (1) business day after acceptance.  
• 4.2. Unless we have agreed otherwise in writing, all sales are made under FCA Incoterms 2010 from our shipping point. This means that once the products are loaded onto the carrier at our facility, the title and risk of loss transfer to you. If a product is shipped directly to you by one of our suppliers (drop-shipped), the supplier is responsible for the product and bears all risk until it arrives at your designated delivery location. Title and risk of loss transfer to you only at that point.
• 4.3. Keep in mind:
  • 4.3.1. Shipping dates are estimates and not guaranteed. While we strive to meet these dates, we cannot be responsible for any loss or issues caused by delays or missed deliveries. If an unexpected situation arises that affects shipping, we will contact you.
  • 4.3.2. Collect shipments will automatically include insurance. If you prefer to opt out of this insurance, please contact us. 

5. Research Use

• 5.1. All our products are intended for research use.  They are not approved for any other purposes, including commercial use, medical diagnostics, therapeutic applications or consumptions by humans or animals.
• 5.2. If you plan to use our products outside of a research setting, it is your responsibility to: (a) obtain any necessary permissions for your specific application, (b) comply with all relevant regulations and industry standards, (c) perform any required testing to ensure the products are suitable for their intended use, and (d) verify that the original vendor of the product meets all applicable regulatory requirements.
• 5.3. Keep in mind:
  • 5.3.1. We are not the original manufacturer of our products.  
  • 5.3.2. We are not an FDA regulated facility. 
  • 5.3.3. We can only repack or relabel products used for research purposes.

6. Product Warranty 

• 6.1. We stand behind our products and promise that they will meet our published specifications and be free from defects in materials and workmanship for thirty (30) days from the date of shipment.
• 6.2. To help us uphold this promise, please let us know right away if you discover any defects. If needed, give us a chance to examine the products and verify the issue.
• 6.3. If your product does not meet our standards, we will, at our discretion, either repair it, issue a refund, or replace it. If we are unable to address the issue in these ways, we will provide a credit for the product. This is our complete commitment to addressing any warranty concerns.
• 6.4. Keep in mind:
  • 6.4.1. This promise does not cover defects resulting from issues related to the terms in Section 5 or if the products are used beyond their shelf life or expiration date as indicated in the product documentation.
  • 6.4.2. Additionally, if we find that a product is not covered by our warranty, we may need to charge for the costs of investigating and responding to the warranty request.
  • 6.4.3. Aside from this warranty, we cannot offer other warranties, either express or implied, including any warranties of merchantability or fitness for a particular purpose. While we strive for the best, we do not guarantee that the products will be error-free or meet any specific results. 

7. Incorrect, Missing or Damaged Products 

• 7. 1. If you find that a product is incorrect, damaged, or missing items, please inform us in writing within five days of receipt. This allows us to address and resolve any issues promptly.  If we do not receive a notice within this timeframe, we will not be able to take responsibility for those issues. 
• 7.2. Once we receive your notice, we may need to inspect the products. We will then determine the best course of action, which will include one of the following: (a) replacing any damaged or missing items, (b) issuing a credit for the affected products or adjusting the invoice if the delivery was partial, or (c) updating the invoice to reflect the actual quantity delivered.

8. Cancellations or Modifications

• 8.1. Cancellation or modifications to orders that are already in process requires written approval from us first.  Any change or modifications may be subject to a thirty-five (35) percent cancellation fee plus any shipping, handling and packaging costs.  Contact us to initiate a cancellation or modification.
• 8.2. Keep in mind:
  • 8.2.1. We are unable to accept cancellations or make modifications for certain types of products.  This includes diagnostic regents, custom products, bulk products, and special orders.  Special orders are those made to meet specific requirements, such as shelf life and batch specifications. 

9. Change of Mind

• 9.1. To return a product due to a change of mind, you must first obtain written approval from us.  Please contact us within five (5) days of receiving your product.  Returns for change of mind will not be accepted after this period. 
• 9.2. Keep in mind:
  • 9.2.1. Some products, such as diagnostic reagents, refrigerated or frozen items, custom products, bulk items, special orders, or orders under thirty (30) dollars, are not eligible for return.  Special orders are those made to meet specific requirements, such as shelf life and batch specifications. 
  • 9.2.2. Returns for change of mind may incur a restocking fee of at least thirty-five (35) percent.
  • 9.2.3. Product title passes to us when we receive the returned item at our facility.
  • 9.2.4. You must return products in their original packaging with the original label affixed, and unaltered in form and content.  

10. Assumption of Risk

• 10.1. When you buy our products, you take on all the responsibility for any risks or issues that come from transporting, storing, or using them. This includes any potential harm or damage to people or property. 

11. Disclaimer

• 11.1. While we try our best to avoid mistakes or human error, errors sometimes happen.  We cannot be held responsible for the errors you find.  This includes errors in pricing, any misuse of products, or mistakes in methods described on our website or data sheets. 
• 11.2. Additionally, we’re not liable for any incidental, consequential, or special damages that might result from using or being unable to use the products, even if you let us know about such issues. This includes, but isn’t limited to, loss of use, downtime, lost revenue or profits, failure to realize savings, third-party claims, and any personal injury or property damage caused by the product.

12. Indemnity

• 12.1. You agree to indemnify and hold harmless us, our affiliates, and our respective agents, employees, and representatives from any claims, damages, losses, or expenses (including legal fees) arising from: (a) the transport, storage, sale, or use of the Products, (b) any breach of the Agreement by you, or (c) any negligence, recklessness, or misconduct by you, your affiliates, or your agents, employees, partners, or subcontractors. 

13. Compliance with Laws

• 13.1. You must follow all relevant laws and regulations, including those related to export controls, pharmaceuticals, cosmetics, food products, electronic waste, chemical substances (like the Toxic Substances Control Act and REACH), and anti-bribery and anti-corruption laws (such as the Foreign Corrupt Practices Act and the UK Bribery Act).
• 13.2. You are also responsible for adhering to all export and import laws when purchasing our products and handling all related shipments.
• 13.3. Keep in Mind:
  • 13.3.1. If any government authority imposes duties or penalties on the products, we may need to terminate the agreement or suspend delivery. 

14. Termination

• 14.1. In addition to any other remedies available, we may terminate the Agreement immediately with written notice if you: (a) fail to make any required payment on time, (b) do not fulfill your obligations under the Agreement, either in whole or in part, or (c) become insolvent, file for bankruptcy, or are involved in any bankruptcy, receivership, reorganization, or similar proceedings.

15. Confidential Information

• 15.1. All non-public, confidential, or proprietary information we share with you—whether it’s specifications, original manufacturer information, samples, patterns, designs, plans, documents, data, business operations, customer lists, pricing, discounts, or rebates—must be treated as confidential. This applies whether the information is shared orally, in writing, electronically, or through any other medium, and regardless of whether it’s marked as "confidential." You should not disclose or use this information for any purpose, including filing patent applications, unless we give prior written authorization. If we ask, you must promptly return or destroy all documents and materials received from us. We reserve the right to seek injunctive relief for any breach of this confidentiality obligation. However, this does not apply to information that is: (a) publicly available, (b) known to you before disclosure, or (c) legally obtained from a third party without confidentiality restrictions. 

16. Force Majeure

• 16.1. Neither of us will be held responsible for not meeting any terms of the Agreement (except for payment) if the delay or failure is due to circumstances beyond our control. This includes things like natural disasters, floods, fires, earthquakes, government actions, war, terrorism, riots, national emergencies, revolutions, embargos, trade conflicts, epidemics, strikes, issues with carriers, trouble getting materials, telecommunication problems, power outages, or production failures. If such an event lasts more than 120 days, either of us can give written notice to terminate the Agreement.

17. No Waiver

• 17.1. For any waiver of the Agreement’s provisions to be valid, it must be explicitly stated in writing by us. Additionally, if we don’t immediately exercise a right or remedy, or if there’s a delay in doing so, it shouldn’t be interpreted as a waiver of that right or remedy.

18. Assignment 

• 18.1. You cannot transfer your rights or delegate your responsibilities under this Agreement to someone else without getting our written consent first. If you try to do so without our approval, it won’t be valid. Even if you do transfer or delegate, you’re still responsible for meeting all your obligations. 

19. Relationship of Parties 

• 19.1. We are both operating as independent contractors, so nothing in this Agreement should be seen as creating an agency, partnership, joint venture, employment, or fiduciary relationship between us. Neither of us has the authority to act on behalf of or bind the other party in any way. 

20. No Third-Party Beneficiaries

• 20.1. This Agreement is intended solely for the benefit of us and our respective successors and permitted assigns. It does not give any rights, benefits, or remedies to anyone else, including other people or entities. 

21. Governing Law and Venue

• 21.1. All issues related to the Agreement are governed by the laws of Illinois, without considering any choice or conflict of law rules. Any legal action or proceeding related to the Agreement must be filed in the courts located in Wood Dale, Illinois. Both parties agree to submit to the exclusive jurisdiction of these courts for any such matters.

22. Notices

• 22.1. Any notice or communication related to the Agreement must be in writing and can be delivered personally, sent by pre-paid first-class mail or a next-working-day delivery service, fax, or email. 

23. Severability

• 23.1. If any term or provision of the Agreement is found to be invalid, illegal, or unenforceable in a particular jurisdiction, it won’t impact the validity or enforceability of the rest of the Agreement or that term in other jurisdictions.

24. Survival

• 24.1. Certain provisions of the Agreement are meant to continue even after it ends or expires. These include, but are not limited to, Articles 5, 6, 10, 11, 12, 15, 21, and this Section 24.

25. Amendment and Modifications

• 25.1. Unless stated otherwise in the Agreement, any changes or modifications must be made in writing and signed by an authorized representative from both parties. 

26. Data Protection

• 26.1. We will collect, process, and use personal data from you (such as contact names and business addresses) to fulfill our obligations under the Agreement and to manage our ongoing relationship with you. Our handling of this data will follow the privacy policy available on our website. 

27. Contacting Us

• 27.1. You can contact us at 630-766-2112 or via email at customer@chemimpex.com.