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.
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.
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.
10.1 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/