All sales are subject to and expressly conditioned upon the terms and conditions
contained herein, and upon customer's assent thereto. the terms and conditions contained
herein will be controlling, and any additional and/or inconsistent terms and conditions
set forth in any acknowledgment, purchase order, or acceptance documents requested
from and/or provided by customer are expressly rejected. no variation of these terms
and conditions will be binding upon lookchem unless agreed to in writing and signed
by an officer or other authorized representative of lookchem.
Product specifications are subject to change without prior notice.
Delivery of all orders will be FCA (INCOTERMS 2000) and title of all Products shall
transfer to Customer upon LOOKCHEM's delivery of such Products to the carrier. Shipping
and handling fees, special packaging materials (e.g., blue ice), carrier surcharges
(including fuel surcharges) and hazardous material fees imposed by government regulation
will be added separately to the invoice.
Please inspect your LOOKCHEM shipment upon receipt. If any external damage is noticed,
accept the shipment only after the driver has noted the damage on both his and your
copies of the delivery receipt and you have requested an inspection by the carrier.
Keep all containers and packing material for inspection. If, upon opening a shipment,
you find a shortage or damage, you must request inspection by the carrier within
24 hours of delivery or you will relinquish your right to make a claim. LOOKCHEM
International reserves the right to repair a damaged product, where applicable,
before replacement or credit is determined.
Payments are to be made in freely available United States dollars, including applicable
taxes, and other charges such as government imposed surcharges which LOOKCHEM may
be required to pay or collect with respect to the sale or transportation of the
Products, or the provision of Services. Payment is considered late when it is received
into LOOKCHEM's lockbox after the due date, which may result in an additional service
charges as described further in this section. Any payments received no later than
2.00 PM Eastern Standard Time at LOOKCHEM's lockbox will be credited to Customer's
account as of the date received, while payments received after 2.00 PM Eastern Standard
Time will be credited to Customer's account the following business day. Delinquent
accounts will be subject to a service charge on past due amounts of one and one-half
percent (1 1/2%) per month (or, if less, the maximum amount permitted by law). LOOKCHEM
recommends payments be made by ACH method to ensure timely receipt by LOOKCHEM.
Payment by credit card may only be used as a prepayment method when placing orders
or for past due collections. When a credit card is used to pay monies to satisfy
a past due account, Customer will be charged an additional processing fee of 2.5%
on the amount charged to the credit card at time of processing.
Customer will provide LOOKCHEM, concurrent with each payment, with remittance information
in sufficient detail (to the invoice level or line level as the case may be) to
allow LOOKCHEM to properly apply payments or credit memos to outstanding receivable(s)
on LOOKCHEM's accounts receivable sub-ledger for Customer. Customer shall also include
its account number with any remittance. Failure to supply LOOKCHEM with such remittance
detail will result in additional processing delays and may affect the credit status
of pending or future Customer purchase orders. When Customer wishes to apply one
or more credit memos towards a payment amount owed LOOKCHEM, Customer agrees to
provide LOOKCHEM, on a timely basis, the specific credit memo number(s) and amount(s)
to be applied, in addition to the remittance information requirements above. If
Customer does not provide such information on a timely basis, LOOKCHEM shall apply
any such credit memos to outstanding receivables, beginning with the most-aged receivables
Customer agrees to complete, sign and submit a standard LOOKCHEM credit application
to LOOKCHEM's Risk Management Department. Customer will provide, or make available
to LOOKCHEM upon request, its latest audited financial statements (or unaudited
financial statements, if audits are not performed). LOOKCHEM agrees to keep such
information confidential and to use it exclusively to evaluate and apply a credit
score or rating to Customer for extension of credit purposes or pending transactions.
Furthermore, Customer agrees to inform LOOKCHEM of any material adverse change in
its business that would reasonably be expected (by an independent 3rd party) to
negatively impact its outstanding or future payment obligations and the terms or
conditions contained herein. A change shall include, but not be limited to, any
change in Customer's credit rating as determined by any single major rating agency,
including Standard & Poor's, Moody's, Fitch or Dominion Bond Rating Service.
Sales taxes where applicable (local, state or federal) will be added to the invoice
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.
(a) Termination - This Agreement may be terminated by either party for convenience
at any time upon reasonable written notice delivered to the other party. In the
event of any termination or expiration of this Agreement, Customer shall be billed
immediately for Products shipped through the effective date of such termination
or expiration and all custom Products purchased for Customer in LOOKCHEM's inventories
at such date, and Customer shall pay the invoiced amount immediately upon receipt
of such invoice.
(b) Force Majeure - In the event either party is prevented in whole or in material
part from performing its obligations under this Agreement solely as a result of
force majeure, upon the prompt giving of notice to the other party detailing such
force majeure event and its anticipated duration, the obligations of the party so
prevented shall be excused during such period of delay, and such party shall take
whatever reasonable steps are necessary to relieve the effect of such cause as rapidly
(c) Merger, Modification, Waiver - No amendment, modification or waiver of these
terms shall be binding on either party unless reduced to writing and signed by an
authorized officer of the party to be bound, and in the case of a waiver, shall
be effective only in the specific instance and for the specific purpose for which
given, and shall not be construed as a waiver of any subsequent breach. The failure
of either party to enforce at any time or for any period of time any of the provisions
of this Agreement shall not be construed as a waiver of such provisions or of the
right of such party thereafter to enforce each and every such provision. No course
of dealing, usage of trade or course of performance shall supplement, explain or
amend any term, condition or instruction of this Agreement, or any shipment of Products
(d) Applicable Law - This Agreement is made pursuant to, and shall be construed
and enforced exclusively in accordance with, the internal laws of the China, without
giving effect to otherwise applicable principles of conflicts of law.
(e) Authority to Enter Into Agreement - Each party represents and warrants that
it is authorized to enter into this Agreement and that in so doing it is not in
violation of the terms or conditions of any contract or other agreement to which
it may be a party.
(f) Assignment - This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns and designees;
provided, however, neither party shall have the right to transfer, assign or delegate
its rights or obligations under this Agreement or any portion thereof without the
prior written consent of the other party (except that either party may assign this
Agreement to a parent, subsidiary or successor corporation without such consent).
(g) Nature of Relationship - Neither party, its employees or permitted subcontractors
or agents shall, under any circumstances, be considered to be an agent, partner,
joint venturer or representative of the other party.