Pease read these Terms carefully, as they set out our and your legal rights and obligations in relation to the Products and servers that we provide. If you purchase Products on our website from eChemPortal, Inc, we will ask for your express agreement to these Terms. If you purchase from another seller, these Terms do not apply.
We will not file a copy of these Terms specifically in relation to you, and they may not be accessible on our Website in future. You should therefore print a copy of these Terms for future reference.
must not order Products from our website.
1.1 In these Terms:
"Contract"means a contract between eChemPortal, Inc and the Customer for the sale and supply of Products entered into in accordance with Clause 3;
"Customer"means the customer for the Products identified on the online order form or purchase order or other order form submitted to eChemPortal, Inc.
"Force Majeure Event"means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, strikes or other industrial disputes affecting any third party, changes to the law, embargos or other governmental regulations or actions, disasters, accidents, explosions, fires, floods, storms, lightning, riots, vandalism, theft, terrorist attacks and wars);
"Intellectual Property Rights"means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and the "intellectual property rights" referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
EChemPortal, Inc., an incorporated company established under the law of NJ, USA having its principal place of business at 1246 US Route 9, Howell NJ, 07727.
"Product Liability Claim"means any claim, dispute and/or proceedings resulting from or arising in connection with any death, personal injury or damage to property caused in whole or part by the Products;
"Products"means the products that are or may be purchased by the Customer from EChemPortal, Inc. under these Terms, namely chemical compounds for use in laboratory research projects; and "Terms"means these terms of sale and supply.
1.2 In these Terms, a reference to a statute or statutory provision includes a reference to:
1.3 The Clause headings do not affect the interpretation of these Terms.
1.4 In these Terms, "persons" include companies, partnerships, limited liability partnerships, unincorporated associations and trusts.
2.1 These Terms contain the only conditions upon which EChemPortal, Inc. will deal with the Customer, and they govern all Contracts to the exclusion of all other terms and conditions.
2.2 Without prejudice to Clause 2.1, any reference to any of the Customer's terms and conditions in any document forming part of or evidencing a Contract will not have the effect of incorporating any such terms and conditions into the Contract, nor of forming any other contract between the parties for the purchase of the Products.
3.1 The advertising of Products on www.echemportal.net and any quotation given by EChemPortal, Inc. for the supply of Products, constitutes an "invitation to treat" and not a contractual offer.
3.2 No contract will come into force between EChemPortal, Inc. and the Customer for the sale and supply of Products except in accordance with this Clause 3 .
3.3 There are two distinct procedures for entering into Contracts with EChemPortal, Inc. for the sale and supply of Products:
3.4 In order to enter into a Contract to purchase products from EChemPortal, Inc. using the shopping cart and checkout procedure, the Customer will need to take the following steps:
3.5 This Clause 3.5 sets out the procedure by which a Contract may be entered into between EChemPortal, Inc. and the Customer where EChemPortal, Inc. issues a quotation to the Customer:
3.6 EChemPortal, Inc. may cancel a Contract insofar as it relates to particular Products, by giving to the Customer written notice of cancellation at any time before delivery of those Products, if:
3.7 EChemPortal, Inc. may increase and otherwise amend:
4.1 Unless otherwise agreed in writing:
4.2 Unless otherwise agreed in writing, the Customer will be responsible for clearing the Products for import into the destination jurisdiction, and for paying (directly to the relevant authorities) any applicable import taxes and duties.
4.3 If the parties agree, or if Product availability means that a single delivery is in EChemPortal, Inc.'s opinion impractical or undesirable, the delivery of the Products under a Contract will be by installments. In these circumstances, each installment will constitute part of a single Contract, and not separate contracts. A delay in the delivery of any part of a Contract's Products will not relieve the Customer of its obligation to accept each delivery.
4.4 EChemPortal, Inc. shall aim to delivery Products to the Customer on or around the estimated delivery date or dates specified by EChemPortal, Inc. during the checkout process or quotation process, but does not guarantee that the Products will be delivered on that date or those dates.
5.1 Legal and equitable title to the Products will pass from EChemPortal, Inc. to the Customer upon the later of:
5.2 Until title to the Products has passed to the Customer:
5.3 EChemPortal, Inc. may bring an action for the price of Products, and any other amounts due under a Contract, notwithstanding that title to the Products has not passed to Customer.
6.1 The Customer acknowledges that the Products may be hazardous, and undertakes to properly and fully investigate and verify such hazards before purchasing Products and also before using the Products for any particular purpose.
6.2 The Customer acknowledges that the Products are intended primarily for laboratory use and, unless otherwise indicated by EChemPortal, Inc., must not be used for other purposes, including as, or as or a component in, any food, drug, or medical device (including in vitro diagnostic reagents), cosmetics or pesticide.
6.3 The Customer acknowledges that EChemPortal, Inc. does not Products purchased for safety or efficacy as a food, drug, medical device, cosmetic, pesticide or component thereof.
6.4 The Customer acknowledges that the hazards, physiological properties and toxicological properties of the Products may have not yet been fully investigated and/or determined and accordingly that the Products should be handled with the utmost caution when they are used, stored or during disposal, by individuals familiar with their potential hazards and who have been fully trained in proper safety, laboratory, and chemical handling procedures.
6.5 The Customer must warn its own customers and any other persons likely to come into contact with the Products of all hazards associated with the Products.
6.6 The Customer must comply with all applicable laws, rules and regulations relating to, and must obtain all licences, permits and approvals required in relation to the marketing, promotion and advertising of the Products, and the import, export, distribution, sale, supply and delivery of the Products.
6.7 The Customer must ensure that its use of the Products is fully in accordance with any instructions provided to the Customer by EChemPortal, Inc. or by the manufacturer or supplier of the Products.
7.1 Guideline prices for Products are quoted on the www.EChemPortal, Inc..com website in Euros and US Dollars. The guideline prices are ex works, and exclude taxes and duties, and delivery, handling, hazard and minimum order charges.
7.2 Prices for Products change regularly, and EChemPortal, Inc. will specify the actual prices for the Products:
7.3 In addition to the price of the Products, the Customer will have to pay delivery, handling, hazard and/or minimum order charges, which EChemPortal, Inc. will specify at the same time as the price is confirmed under Clause 7.2, subject also to variation in accordance with Clause 3.7.
7.4 Unless the Customer has a EChemPortal, Inc. account, payment must be made upon the submission of the Customer's order. In these circumstances EChemPortal, Inc. may withhold the Products and/or cancel the Contract if payment is not received from the Customer in full in cleared funds.
7.5 From time to time EChemPortal, Inc. may agree to open an account for a Customer, enabling the Customer to pay in arrears. Where the Customer holds an account, then upon or following the dispatch of Products, EChemPortal, Inc. will send to the Customer an invoice for payment of the price of those Products, and the Customer must pay the full amount due under such invoice within 30 days following the date on the invoice. Customer accounts will be subject to such credit limits as EChemPortal, Inc. may notify to the Customer from time to time. Where a partial dispatch is made under a Contract, EChemPortal, Inc. will issue an invoice for the dispatched Products only. The Customer must not delay the payment of any invoice on the grounds of a partial dispatch or delivery.
7.6 All amounts specified on the www.EChemPortal, Inc..com website or in a quotation or otherwise payable to EChemPortal, Inc. under a Contract are (unless the context requires otherwise) stated exclusive of all value-added taxes, sales taxes, goods and services taxes, custom duties, inspection fees, testing fees, export/import taxes and duties and any other governmental tax, duty or fee imposed by any governmental authority on the Products or the Contract, which will be payable by the Customer in addition to the price of the Products and other amounts due under these Terms.
7.7 Payment for all Products must be made by credit or debit card on the www.EChemPortal, Inc..com website (in the case of online purchases) or by bank transfer.
7.8 If the Customer does not pay any amount properly due to EChemPortal, Inc. under or in connection with a Contract, EChemPortal, Inc. may charge the Customer:
7.9 The Customer shall not be entitled in any circumstances to withhold or set-off any payment for the Products due under the Contract.
8.1 EChemPortal, Inc. warrants to the Customer that:
8.2 The Customer warrants to EChemPortal, Inc. that:
8.3 All of the parties' warranties, liabilities and obligations in respect of the subject matter of each Contract are expressly contained in these Terms or elsewhere in the relevant Contract. Subject to Clause 12.1 and to the maximum extent permitted by applicable law, no other terms concerning the subject matter of a Contract will be implied into that Contract or any related contract.
8.4 The Customer hereby indemnifies EChemPortal, Inc. and undertake to keep EChemPortal, Inc. indemnified against all and any liabilities, losses, damages, expenses and costs (including legal expenses and amounts paid in settlement of any demand, action or claim) arising, directly or indirectly, out of a breach by the Customer of any of its obligations under a Contract or any use by the Customer of the Products supplied under a Contract.
9.1 Within 10 days following the delivery of Products, the Customer must inspect those Products and notify EChemPortal, Inc. in writing of any shortage or defects in, or damage to, those Products. If the Customer fails to notify EChemPortal, Inc. of any such matter within this 10 day period, the Products shall be conclusively deemed to conform to the terms of the Contract, and to have been irrevocably accepted by the Customer.
9.2 If Products do not comply with any warranty given by EChemPortal, Inc. under a Contract, and the Customer has notified EChemPortal, Inc. in accordance with Clause 9.1, the Customer may with the prior agreement of EChemPortal, Inc. return those Products to EChemPortal, Inc. or dispose of those Products in accordance with EChemPortal, Inc.' instructions, for (at the option of EChemPortal, Inc.):
9.3 Products returned under Clause 9.2 must be:
9.4 Any Products returned in contravention of the provisions this Clause 9 will not be the subject of any credits or replacements or other remedies, and where applicable the Customer will continue to be liable for payment of the price of such Products.
9.5 For the avoidance of doubt, the "Guarantee" document published on the EChemPortal, Inc. website does not apply to the sale of Products directly by EChemPortal, Inc..
The Customer will:
Subject to Clause 12.1, EChemPortal, Inc. does not warrant or represent that the Products, or that the supply, sale or use of the Products whether alone or in combination with any other products, will not infringe any patent rights or other Intellectual Property Rights.
12.1 Nothing in the Contract will:
12.2 The limitations and exclusions of liability set out in this Clause 12 and elsewhere in these Terms:
12.3 EChemPortal, Inc. will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.
12.4 EChemPortal, Inc. will not be liable for any loss of business, contracts or commercial opportunities.
12.5 EChemPortal, Inc. will not be liable for any loss of or damage to goodwill or reputation.
12.6 EChemPortal, Inc. will not be liable in respect of any loss or corruption of any data, database or software.
12.7 EChemPortal, Inc. will not be liable in respect of any special, indirect or consequential loss or damage.
12.8 EChemPortal, Inc. will not be liable for any loss or damage resulting from incorrect handling, storage, usage or disposal of the Products.
12.9 EChemPortal, Inc. will not be liable for any losses arising out of a Force Majeure Event.
12.10 EChemPortal, Inc.'s aggregate liability under a Contract will not exceed the total amount paid or (if greater) payable by the Customer to EChemPortal, Inc. under the Contract.
13.1 Where a Force Majeure Event gives rise to a failure or delay in EChemPortal, Inc. performing its obligations under a Contract, those obligations will be suspended for the duration of the Force Majeure Event.
13.2 Where EChemPortal, Inc. becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under a Contract, EChemPortal, Inc. will notify the Customer.
13.3 EChemPortal, Inc. will take reasonable steps to mitigate the effects of the Force Majeure Event.
13.4 For the avoidance of doubt, the Customer will have no right to terminate a Contract on the grounds that its performance has been delayed by a Force Majeure Event.
14.1 Each Contract will come into force in accordance with Clause 3, and will continue in force until the earlier of:
14.2 A Contract may be terminated in the following circumstances:
14.3 Either party may terminate any Contract immediately by giving written notice to the other party if:
15.1 Upon termination of a Contract, all the provisions of that Contract will cease to have effect, save that the following provisions of these Terms will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 5, 6, 7.8, 9, 10, 12, 15 and 18.
15.2 Termination of a Contract will not affect either party’s accrued rights (including accrued rights to be paid and accrued rights to a remedy for breach of condition or warranty) as at the date of termination.
These Terms do not constitute or contain any assignment or licence of any Intellectual Property Rights in any Product, and do not govern the provision of any services by EChemPortal, Inc. or any third party in relation to any Products.
Any notice given under a Contract must be in writing (whether or not described as "written notice" in these Terms) and must be delivered personally, sent by recorded signed-for mail, or sent by fax, for the attention of the relevant person, and to the relevant address or fax number given below (or as notified by one party to the other in accordance with this Clause).
The addressee, address and fax number given on the website order form, or in the case of orders following a written quotation, the addressee, address and fax number given in the quotation.
18.1 No breach of any provision of a Contract will be waived except with the express written consent of the party not in breach.
18.2 If any provision of a Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
18.3 Contracts may not be varied except by a written document signed by or on behalf of each of the parties.
18.4 EChemPortal, Inc. may freely assign its rights and obligations under a Contract without the Customer’s consent. The Customer may not without the prior written consent of EChemPortal, Inc. assign, transfer, charge, license or otherwise dispose of or deal in a Contract or any rights or obligations under a Contract.
18.5 Each Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to a Contract are not subject to the consent of any third party.
18.6 Subject to Clause 12.1:
18.7 These Terms and each Contract will be governed by and construed in accordance with English law.
18.8 EChemPortal, Inc. may issue and pursue legal proceedings against the Customer: