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TERMS AND CONDITIONS

1、Acceptance

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.

2、Specifications

Product specifications are subject to change without prior notice.

3、Delivery

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.

4、Damaged Shipments

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.

5、Payment Terms

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 first.

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.

6、Sales Tax

Sales taxes where applicable (local, state or federal) will be added to the invoice price.

7、Proprietary Information

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.

8、Miscellaneous

(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 as possible.

(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 hereunder.

(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.

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