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1-Introduction

1.1 The terms contained in this document (Trading Terms) apply to all transactions for the purchase of Goods from datochem. By ordering any Goods from us you are indicating your acceptance to be bound by these Trading Terms to the exclusion of all other terms and conditions, prior promises, representations, statements and warranties. They form a legal agreement between you and us and can only be amended with our consent. No conduct by us shall constitute acceptance of any other terms or conditions.

1.2 We reserve the right to change these Trading Terms from time to time without prior notice by changing them on the Site, provided that any such change will not affect any purchases you have made before the change is implemented.

1.3 In these conditions the words below have the meaning next to them:

2-Ordering

2.1 All orders placed by you are subject to acceptance by us. We may choose not to accept your order for any reason and will not be liable to you or to anyone else in those circumstances.

2.2 After submitting an order to us, you will be sent an order acknowledgement email with your order reference and details of the Goods you have ordered. Please note, this email is an acknowledgement and is not an acceptance of your order.

2.3 If your order includes Goods which are not available from stock and cannot be manufactured to be available for dispatch within 14 days of order, we will contact you by email or by telephone to ask you how you wish to proceed. You will have the option to wait until the Goods are available or cancel your order.

2.4 Acceptance of your order and the formation of a contract between us will take place when we send you an email confirming that the Goods you have ordered are being despatched to you, unless we have notified you that we do not accept your order or you have already cancelled it in accordance.

3-Orders and specification

3.1 The quantity, quality and description of and/or any specification for the Goods shall be those set out in your order and confirmed by us in the acknowledgment e-mail.

3.2 All other illustrations, descriptive material or other information contained on the Site, in our brochures, advertising materials or elsewhere shall not form part of the Contract and shall be treated as approximate and for guidance only.

3.3 Our employees or agents are not authorised to make any representations concerning our Goods or services and such representations will not form part of this Contract unless confirmed by us in writing.

3.4 Any advice or recommendation given by us, our employees or agents to you, your employees or agents as to the storage, application or use of the Goods which is not confirmed by us in writing is followed or acted upon entirely at your own risk, and accordingly, we shall not be liable for any such advice or recommendation which is not so confirmed.

4- Prices and payment

4.1 Payment can be made in US Dollars ($), ,euros (€) or CNY(¥) .You will be given the opportunity to select which of these currencies (US Dollars ,euros or CNY you wish to use and prices will be quoted in the chosen currency. Purchases will be at the price quoted in the chosen currency of payment.

4.2 Unless otherwise stated all quoted prices are exclusive import duties, excise, local taxes or other local charges. Delivery charges will vary according to the Delivery Address and the size and nature of your order. Normally, our quotation already includes delivery charges.

4.3 Prices may change at any time prior to (but not after) acceptance of your order.

4.4 In the unlikely event that the price of an item has been incorrectly quoted, we will contact you by email or telephone to ask whether you wish to proceed with the order at the correct price. If you are not happy to proceed, or we are unable to obtain your instructions, we will cancel the order. Unless we have already confirmed despatch of your order, we will not be obliged to supply Goods at the incorrect price.

4.5 Foreign buyers shall be solely responsible for overseas (outside china mainland) bank charges incurred in relation to the purchase of the Goods. Domestic buyers shall be solely responsible for any bank charges of that.

5- Delivery

5.1Subject to availability, we will use reasonable endeavours to deliver the Goods you have ordered as soon as possible after your order is accepted by us. We will usually deliver all Goods comprised in your order in one delivery, unless your order consists of multiple Goods, some of which are not available from stock/for an extended period, in which case, if all Goods are not ready for despatch within 7 days of you placing your order, we will separately despatch those items that are.

5.2 We will deliver directly to the address specified in your order. We cannot deliver items within the same

5.3 Once delivered, the Goods ordered will become your property (provided they have been paid for in full) and your responsibility and, except in relation to Goods that are damaged or faulty when delivered or have been incorrectly delivered, we will not accept any liability for their loss, damage or destruction after they have been delivered.

5.4 If you fail to take delivery of the Goods or fails to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable control or by reason of the our fault) then without prejudice to any other right or remedy available to the us, we may:

5.4.1 Store the Goods until actual delivery and charge you for the reasonable costs (including insurance) of storage; or

5.4.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Contract or charge you for any shortfall below the price under the Contract.

6 -Cancellations and returns

6.1 No order which has been accepted by us may be cancelled or varied by you except with our agreement in writing and terms that you shall indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damage, charges and expenses incurred by us as a result of the cancellation.

6.2 If it becomes necessary to return a product, please contact Customer Service to obtain permission. Requests to return products must be made within 20 days of receipt of the material and returns to datochem must be received within 15 days of the permission. Return shipment is not accepted without prior permission.

7- Shortages and damage of Goods and/or loss in transit

7.1 You shall inspect the Goods immediately upon delivery and shall notify the Seller in writing in relation to any claim it has based on:

7.1.1 Any defect in the quality or condition of the Goods or their failure to correspond with specification (whether or not delivery is refused by you); and

7.1.2 Any claims it has on account of damage to, or total or partial loss of the Goods while in transit;

7.1.3 Within three working days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure.

7.2 Any claims for non-delivery must be submitted in writing to the Seller within 14 working days after notification of dispatch.

7.3 If the Seller fails to make delivery or makes defective delivery of any one instalment of Goods listed on an Order, the defective delivery shall not vitiate the Contract as regards other instalments.

7.4 If delivery is not refused, and you does not notify the Seller of any claim in accordance with the provisions of this clause, you shall not be entitled to reject the Goods and the Seller shall have no liability for such defects or failure, and you shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

8- Intellectual Property

8.1 Products protected by valid patents are not offered for sale in countries where the sale of such products constitutes a patent infringement and its liability is at buyer's risk. Products currently covered by valid US Patents are offered for R&D use in accordance with 35 USC 271(e)+A13(1). Some products may be covered by application or process patents. The customer must be responsible for determining the existence of such patents.

8.2 Each party (a "Recipient") shall maintain in confidence, not disclose to any third party, and not use, except for the specific purpose of performing under this Agreement, all proprietary information furnished to it by the other party (a "Discloser") or any Discloser Affiliate in connection with this Agreement, or derived from the Discloser or any Discloser Affiliate in performance of this Agreement, and shall return to the Discloser or a Discloser Affiliate, upon request, all copies (then in Recipient's possession) of documents and other tangible media furnished by or derived from Discloser or such Discloser Affiliate, respectively, in connection with the performance of this Agreement. The Recipient shall inform Its employees, agents, and representatives of these obligations and shall require them to assume equivalent obligations.

9 - Warranties and Limitation of Liability

9.1 We warrant to you that:

9.1.1 The Goods shall confirm to the description of such Goods as provided in our most recent catalogues or, in the case of Custom Synthesis, shall conform to the description accompanying the Goods; and

9.1.2 That the Goods are produced within the accepted tolerance and purity levels set out in our official literature and specifications including on the Site unless otherwise specified by us during the purchase process.

9.2 We will be under no liability:

9.2.1 In respect of any fault in the Goods arising from any drawing, design or specification or materials supplied by you;

9.2.2 In respect of any damage caused by any materials or compounds supplied by that result from Custom Synthesis where such materials or compounds have been either:

(a) manufactured to your own drawings, specifications or design; or
(b) manufactured using materials supplied by you which prove to be defective.

9.2.3 In respect of any defect, arising from willful damage, negligence, failure to follow our instructions (whether oral or in writing), misuse, alteration of the Goods without our approval;

9.2.4 Under any other warranty, condition or guarantee if the total price for the Goods has not been paid by the due date for payment.

9.3 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to us in accordance with these Trading Terms, we shall, at its sole discretion, replace the Goods free of charge but we shall have no further liability to you.

9.4 We will not be liable to you where performance of any of our obligations is prevented or restricted by any circumstance or cause beyond our reasonable control, including without limitation, Act of God; industrial action; import or export regulations or embargoes; difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.

9.5 You are responsible for the use you make of the Goods you order. To the extent not prohibited by law, we accept no liability for any loss which is not reasonably foreseeable or for any business loss (which includes loss of profits, contracts, goodwill, opportunity and other similar losses).

9.6 As many chemicals are hazardous, all of products should be handled only by qualified individuals trained in laboratory procedures and familiar with the potential hazards of the chemicals. The customer is also responsible for the safe disposal of all such compounds in accordance with current legislation.

10 - Indemnity

10.1 You shall indemnify us in respect of all damage or injury occurring to any person, company or property and against all actions, suits, claims and demands, charges or expenses in connection therewith for which we may become liable in respect of the Goods (including in relation to any use or application of the Goods) under a contract that is subject to these Trading Terms in the event that the damage or injury have been occasioned otherwise than by our negligence.

10.2 You shall indemnify and keep us indemnified against all costs, expenses, damages and demands incurred by us in respect of:

10.2.1 Any alleged infringement of the patents, trade marks, copyright, design or other industrial property rights used by us at the request of you;

10.2.2 Any alleged breach or infringement of any statute or regulation concerning the preparation, marketing and distribution of the Goods to you;

10.2.3 Any damage caused to you or to any third parties where the materials or compounds supplied by us result from Custom Synthesis and have been either:

(a) Manufactured to your own drawings, specifications or designs; or
(b) Manufactured using materials supplied by you which prove to be defective.

10.2.4 Any alleged breach of any statute in relation to the trade descriptions or weights and measures where we relied or have relied upon information relating thereto or labels provided by you, and the breach does not arise from the negligence or default of us.