Chemistry Software Ltd 2009
Chemistry Software Ltd
Kings Cross Lane
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.
1.1 "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
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.
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
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.