Chemistry Software Ltd 2009

Head office

Chemistry Software Ltd
Gateways
Kings Cross Lane
South Nutfield
Surrey
RH1 5NS, UK

The Terms and Conditions of Sale and Software License Agreement ("Agreement") contained herein constitute the entire agreement between Chemistry Software Ltd ("Chemistry Software") and you ("Customer"). Chemistry Software will not be bound by any terms of Customer's order. No form of acceptance except Chemistry Software's written or electronic acknowledgement provided to Customer, or Chemistry Software's commencement of performance shall constitute valid acceptance of Customer's order. Any such acceptance is expressly conditioned on assent to the terms hereof and the exclusion of all other terms except as may be set forth in a written agreement expressly superseding these terms. Customer shall be deemed to have assented to the terms hereof, whether or not previously received, upon accepting delivery of anything shipped by Chemistry Software. If tender of these terms is deemed an offer, acceptance is expressly limited to the terms hereof.

1. PRODUCTS
1.1 "Products" shall mean any hardware or software products identified on: (a) Chemistry Software's then current applicable price list; (b) any of Chemistry Software's proposals or quotations; or (c) any of Chemistry Software's invoices.
1.2 Alterations to any Product which Chemistry Software deems necessary to comply with specifications, changed safety standards or governmental regulations, to make a Product non-infringing with respect to any patent, copyright or other proprietary interest, or to otherwise improve a Product may be made at any time by Chemistry Software without prior notice to or consent of Customer and such altered Product shall be deemed fully conforming.

2. ORDERS
Customer shall purchase Products by issuing a written purchase order signed by an authorized representative, indicating specific Products, quantity, price, total purchase price, shipping instructions, requested delivery dates, bill-to and ship-to addresses, tax exempt certifications, if applicable, and any other special instructions. Any contingencies contained on such order are not binding upon Chemistry Software. Chemistry Software will accept or reject orders according to its then-current process.

3. SHIPPING AND DELIVERY
3.1 Shipping dates will be established by Chemistry Software upon receipt of orders from Customer.
3.2 Returns & Faulty Goods
Customers must obtain a return authorisation number before returning items. We reserve the right to charge administrative costs + postage costs for orders cancelled after payment is recieved or software returned . Such administrative charges will be at Chemistry Softwares discretion but will not exceed 20% of the total order value excluding postage costs. Faulty software will be replaced free of charge. Please contact us by email to obtain a Return Authorisation number prior to return.
3.3 Failure to deliver the product due to inadequate address details furnished at the time of order or in ability of our shippers to deliver for any reason, following reasonable efforts on our part will constitute a cancellation.
3.4 Title shall pass from Chemistry Software to Customer upon delivery to the carrier or Customer's representative at the shipping point. Customer shall be responsible for all freight, handling and insurance charges not expressly provided for in the applicable shipping term as set forth above, and shall pay Chemistry Software's then-current shipping uplift charges with respect to any alternative delivery term offered by Chemistry Software and elected by Customer. Unless given written instruction, Chemistry Software shall select the carrier. In no event shall Chemistry Software have any liability in connection with shipment, nor shall the carrier be deemed to be an agent of Chemistry Software. Chemistry Software shall not be liable for damage or penalty for delay in delivery or for failure to give notice of any delay.
3.5 If Customer fails to effect payment in full for the Products then Chemistry Software (without prejudice to any other legal remedies it may have and notwithstanding any transfer of title) shall at any time thereafter be entitled to enter any Customer site (without notice to Customer) and remove the Products. Customer hereby grants Chemistry Software right of access to any Customer site for such purposes.

4. PRICES AND PAYMENT
4.1 Prices for Products shall be those specified in Chemistry Software's then-current applicable price list, as updated periodically by Chemistry Software, less any applicable discounts agreed upon by Chemistry Software in writing.
4.2 All stated prices are exclusive of any taxes, fees and duties (except pursuant to delivery terms agreed by Customer and Chemistry Software) or other amounts, however designated, and including without limitation, value added and withholding taxes which are levied or based upon such charges, or upon this Agreement. Any taxes related to Products purchased or licensed pursuant to this Agreement shall be paid by Customer or Customer shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible.
4.3 Upon credit approval by Chemistry Software, payment terms shall be net thirty (30) days from date of shipment. If at any time Customer is delinquent in the payment of any invoice or is otherwise in breach of this Agreement, Chemistry Software may, at its discretion, and without prejudice to its other rights, withhold shipment (including partial shipments) of any order or may, at its option, require Customer to pre-pay for further shipments. Any sum not paid by Customer when due shall bear interest until paid at a rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is less.

5. SOFTWARE LICENSE
5.1 (a) Chemistry Software and its suppliers grant to Customer a non-exclusive, nontransferable license to use for its internal purposes;

6. LIMITED WARRANTY
6.1 In no event shall Chemistry Software's or its suppliers' liability to Customer under this warranty, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer for the product subject to the warranty claim.
6.2 In all cases of Chemistry Software direct purchase of Product, where a Product is returned to Chemistry Software, Customer shall call and obtain a Return Material Authorization ("RMA") number from Chemistry Software's customer service department. For all indirect international or multinational purchases, Customer must contact the seller from which the Product was purchased to obtain its remedy.
6.3 For Product returned to Chemistry Software, Customer is responsible for:
(a) proper packing of parts being shipped to Chemistry Software, including description of the failure and written specification of any other changes or alteration of the Product, such as hardware or firmware updates;
(b) insurance of all packages for replacement cost;
(c) shipment Chemistry Software's premises
(d) return of defective hardware to Chemistry Software within ten (10) days after issuance of the RMA number (failing which the list price will be charged to and paid by Customer); and
(e) compliance with Chemistry Software's RMA procedure for all shipments to Chemistry Software, as follows:
(i) each request to Chemistry Software for an RMA number must specify the number, type, and serial number for each part to be replaced; Chemistry Software will provide the local RMA shipment address upon request; and
(ii) Product sent back to Chemistry Software must agree exactly in the number, type, and serial numbers associated with the RMA transaction.

7. LIMITATION OF LIABILITY
7.1 Nothing in this Agreement shall limit Chemistry Software's or its suppliers' liability to Customer for (1) personal injury or death caused by its negligence or (2) Chemistry Software's liability in the tort of deceit.
7.2 All liability of Chemistry Software and its suppliers shall be limited to money paid to Chemistry Software under this Agreement.

8. CONSEQUENTIAL DAMAGES WAIVER
In no event shall Chemistry Software or its suppliers be liable for any loss of use, interruption of business, lost profits, or lost data, or indirect, special, incidental, or consequential damages of any kind regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if Chemistry Software or its suppliers have been advised of the possibility of such damages.

9. GENERAL TERMS
9.1 This Agreement, including the Product warranty referenced herein, constitutes the entire agreement between the parties hereto concerning the subject matter of this Agreement, and there are no understandings, agreements, representations, conditions, warranties, or other terms, express or implied, which are not specified herein. This Agreement may only be modified by a written document executed by authorized representatives of Chemistry Software and Customer.