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Terms & Conditions

Chemigo Terms and Conditions

Please read these Terms and conditions carefully as they comprise the Agreement  between Lumtec/Chemigo Seller and the Purchaser with respect to the purchase and sale of Products and Services indicated on Sales Documents. Sales Documents include but not limited to quotations, order confirmations, invoices, shipping documents and the related emails.

1. Delivery

1.1 When the order is confirmed and the payment is received, the order shall be scheduled to dispatch within a week.  Once the shipment is made, the AWB# will be provided to customer to track on the FedEx website.  It normally takes around 2 weeks for FedEx delivery to customer, depending on the customs clearance process.

1.2 Delivery dates provided by Seller are non-binding and time of delivery is not of the essence. Seller shall not be liable for any delays, loss or damage in transit.

1.3 Unless otherwise agreed in writing, the Incoterm is FOB Taiwan and products are shipped using Seller's standard packaging. Unless otherwise agreed upon in writing by the parties, the freight costs shall be prepaid by Seller and added to its invoice to Purchaser.  Purchaser shall be responsible for the import procedures at the destination airport.

2. Use of Products

2.1 Purchaser acknowledges that Products are not tested for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise explicitly stated in Use Documents. Purchaser is solely responsible for: (a) obtaining any necessary intellectual property permission related to the use of Products, (b) compliance with all applicable regulatory requirements and generally accepted industry standards, and (c) conducting all necessary testing and verification, including for fitness for the intended purpose.

2.2 Products are offered and sold for research purposes only, Purchaser has no implied authorization from Seller to use such Products for any other commercial purpose, unless otherwise agreed by Seller in writing.

3. Price and Payment

3.1 All prices are exclusive of taxes, duties, customs, tariffs, and any other similar taxes or charges of imposed by importing governmental authority on any amounts payable by Purchaser. Purchaser shall be responsible for all such taxes and charges.

3.2 Purchaser shall pay all invoiced amounts within the indicated date on the invoice to the specified bank account, or by credit card, or by PayPal in which case 8% surcharge will be applied.

3.3 Purchaser shall not withhold payment of any amounts due and payable hereunder by reason of any set-off of any claim or dispute with Seller.

4. Warranties, Complaints, credits and replacements

4.1 Seller warrants to Purchaser that Products will conform to Seller's published specifications on the website generally for 1 year (some products may vary) from the date of shipment of Products.

4.2 Within the warranty period, if the Purchaser experiences quality issues within reasonable constraints, Seller will promptly respond and fully investigate the cause of complaints by Purchaser relating to the quality, performance and durability of the Products.

4.3 If the Seller is found to be responsible for the issues, products may be returned to Seller for (a) replacement Products; (b) a credit of the price paid to Seller for such Products (excluding original delivery and banking charges); (c) a full credit note in respect of the Price of the Products (to be offset against future purchases from the Seller).

5. Limitations of liability

5.1 Purchaser assumes all risk and liability for loss, damage or injury to persons or to property of Purchaser or others arising out of the transport, storage or use of Products, including infringement of any third-party intellectual property rights resulting from Purchaser’s specific use of Products. If Seller's performance of its obligations is prevented or delayed by any act or omission of Purchaser, Seller shall not be deemed in breach of its obligations or otherwise liable for any costs, charges, or losses sustained or incurred by Purchaser or others.

5.2 Purchaser shall indemnify and hold Seller harmless from and against all claims, damages, losses, costs and expenses (including attorney’s fees) (a) arising from or in connection with the transport, storage, sale or use of Products, (b) resulting from Purchaser’s breach of the Agreement, and/or (c) arising from the negligence, recklessness or misconduct of Purchaser, its affiliates, or their respective agents, employees, partners or subcontractors.

5.3 Except as otherwise expressly provided herein, Seller shall not indemnify nor be liable to Purchaser or any person or entity for any claim, damage or loss arising out of the Products, including the sale, transport, storage, failure, use or distribution thereof, regardless of the theory of liability, including but not limited to warranty, negligence or strict liability. In addition, Seller shall not be liable for incidental, consequential, indirect, exemplary or special damages of any kind, including, without limitation, liability for loss of use, loss of work in progress, loss of revenue or profits, cost of substitute equipment, facilities or services, downtime costs, or any liability of Purchaser to a third party. The total liability of Seller hereunder shall not exceed the purchase price of Products or Services. Without limiting the provisions regarding and limiting warranty claims hereunder, all claims must be brought within 1 year of delivery of Products, regardless of their nature.

6. Compliance with Laws

Purchaser shall comply with all applicable laws, regulations and ordinances, including but not limited to those pertaining to the following: export control, pharmaceutical, cosmetic and food preparations, electrical or electronic waste, introduction or production and use of chemical substances (e.g. Toxic Substances Control Act, REACH), and bribery and corruption (e.g. Foreign Corrupt Practices Act and UK Bribery Act). Purchaser shall maintain in effect all required licenses, permissions, authorizations, consents, and permits. Purchaser shall comply with all applicable export and import laws in its purchase of Products hereunder and assumes all responsibility for all shipments governed by such laws. Seller may terminate the Agreement or suspend delivery if any governmental authority imposes antidumping or countervailing duties or any other penalties on Products.

7. Termination

In addition to any other remedies provided hereunder, Seller may immediately terminate the Agreement upon written notice or email if Purchaser: (a) fails to pay any amount when due; (b) has not otherwise performed or complied herewith, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, re-organization , or assignment for the benefit of creditors.

8. Confidential Information

All non-public, confidential or proprietary information, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Purchaser, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" is confidential and may not be disclosed or used by Purchaser for its own use, including but not limited to filing any patent applications disclosing or based on such confidential information, unless authorized in advance in writing by Seller. Upon request, Purchaser shall promptly return or destroy all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this section. This section does not apply to information that is: (a) in the public domain; (b) known to Purchaser at the time of disclosure; or (c) rightfully obtained by Purchaser on a non-confidential basis from a third party.

9. Force Majeure

Neither party will be in default of any obligation under this Agreement (other than obligations to pay money) to the extent performance is prevented or delayed by a Force Majeure Event. A “Force Majeure Event” shall include any occurrence beyond the reasonable control of a party, including without limitation: act of nature (e.g., flood, earthquake or storm); war or terrorism; civil commotion or riot; epidemic or pandemic (e.g., COVID-19); destruction of facilities or materials; fire or explosion; labor disturbance or strike; laws, regulations, directives or orders of any government, regulatory or judicial authority; embargo, shortage of raw materials or labor; equipment failure; or failure of public utilities or common carriers. The party declaring a Force Majeure Event will notify the other party in writing or email, explaining the nature thereof, and will also notify the other party of the cessation of any such event. A party declaring a Force Majeure Event will use commercially reasonable efforts to remedy, remove, or mitigate such event and the effects thereof. Upon cessation of the Force Majeure Event, performance of any suspended obligation or duty will promptly recommence.

10. Miscellaneous

10.1 Assignment. Purchaser shall not assign any of its rights or delegate any of its obligations under the Agreement without Seller’s prior written consent. Any purported assignment or delegation in violation hereof is null and void. No assignment or delegation relieves Purchaser of any of its obligations hereunder.

10.2 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

10.3 No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties and their respective successors and permitted assigns and nothing herein is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature.

10.4 Publicity and Use of Name. Purchaser shall not, without the prior written consent of Seller, (a) refer to Seller, Products or Services in any marketing, promotion or other publicity material, whether written or in electronic form, or (b) use proprietary brand names, trademarks, trade names, logos and other intellectual property owned by Seller.

10.5 Governing Law and Venue. All matters arising out of or relating to the Agreement are governed by and construed in accordance with the laws of ROC Taiwan without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to the Agreement shall be instituted in courts located in Taipei, Taiwan, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

10.6 Severability. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

10.7 Amendment and Modification. Except as otherwise set forth herein, the Agreement may only be amended or modified in writing and signed by an authorized representative of each party.

10.8 Data Protection. Seller will request, process and use personal data (e.g. contact name and business addresses) from Purchaser to fulfill its obligations under the Agreement and for the continuing relationship management with Purchaser. Seller’s processing activities shall be governed by its privacy policy posted at https://chemigo.net/