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Contracts and Payment

The advertising of Products on www.ChemDiv.com, and any quotation given by ChemDiv for the supply of Products, constitutes an "invitation to treat" and not a contractual offer. 

No contract will come into force between ChemDiv and the Customer for the sale and supply of Products except in accordance with this Clause. 


There are two distinct procedures for entering into Contracts with ChemDiv for the sale and supply of Products: 

  • Contracts may be entered into using the shopping cart and checkout procedure on www.ChemDiv.com; or

  • Contracts may be entered into using the quotation procedure detailed.


In order to enter into a Contract to purchase products from ChemDiv using the shopping cart and checkout procedure, the Customer will need to take the following steps: 

  • the Customer must add the products the Customer wishes to purchase to the shopping cart, and then proceed to the checkout;

  • if the Customer is a new customer, the Customer may then create an account with ChemDiv and log in; if the Customer is an existing customer, the Customer may enter its login details; Customers may also proceed to make a purchase without registering;

  • the Customer must next select the preferred method of delivery and confirm the order and the Customer's consent to these terms of sale and supply;

  • unless the Customer is a ChemDiv account holder and opts to pay using its account, the Customer will be transferred to the website of ChemDiv's payment services provider, who will process the Customer's payment; the Customer must also send to ChemDiv using the website contact form details of any specific version of a Product that may be required, such as specific salt form, stereo or nuclear isomer, and details of any specific packaging required;

  • ChemDiv will next send to the Customer an initial acknowledgement (including confirmation of the price of the relevant Products);

  • once ChemDiv has checked whether it is able to meet the order, ChemDiv will either send to the Customer an order confirmation (at which point the order will become a binding Contract) or ChemDiv will confirm by email that it is unable to meet the order; and

  • before an order is placed, the Customer will have the opportunity of identifying whether any input errors have been made, and or correcting such input errors.


This Clause sets out the procedure by which a Contract may be entered into between ChemDiv and the Customer where ChemDiv issues a quotation to the Customer:

  • in order to request a quotation for the supply of Products, the Customer must: (i) identify the Products required using the website search and browse facilities; and (ii) contact ChemDiv to request a quotation, providing full details of the Products required (including details of any specific version of a Product that may be required, such as specific salt form, stereo or nuclear isomer, and details of any specific packaging required), the address for delivery, and any specific date for delivery;

  • ChemDiv may then provide a written quotation to the Customer, which will be valid for 30 days or such other period as ChemDiv may specify in the quotation;

  • the Customer may indicate that the terms of the quotation are acceptable by giving to ChemDiv written notice that that is the case (for the purposes of contract law, this shall be deemed to be an offer by the Customer to ChemDiv to enter into the Contract); and

  • a Contract between ChemDiv and the Customer for the sale and purchase of the relevant Products will come into force (unless ChemDiv and the Customer expressly agree otherwise) if and only if ChemDiv: (i) notifies the Customer that the order will be fulfilled; and (ii) receives in cleared funds from the Customer all amounts due in respect of the Products (unless the Customer has a ChemDiv account, in which case the Contract will come into force when ChemDiv notfies the Customer that the order will be fulfilled).

 

ChemDiv may cancel a Contract insofar as it relates to particular Products, by giving to the Customer written notice of cancellation at any time before delivery of those Products, if:

  • a Force Majeure Event prevents the sourcing or delivery of the Products; or

  • the Products in question are or become out of stock, in which cases any amounts paid to ChemDiv under the Contract will (at the option of the Customer) be refunded to the Customer or a credit note will be issued to the Customer.

 

ChemDiv may increase and otherwise amend:

  • the price of Products under a Contract; and/or

  • the other charges and costs payable under a Contract, by giving to the Customer written notice of the increase at any time before the shipping of those Products, if there is a material increase in the cost to ChemDiv of obtaining the Products or of paying the other charges and costs, providing that any increase under this Clause must not exceed the amount of the increase in cost to ChemDiv. 

   

Invoices are issued on shipment unless alternative terms are negotiated. In consideration of ChemDiv delivery of Compounds against the Customer's PO, ChemDiv invoices are to be paid within 15 days from shipment date and not from the date the goods are received.

Customer is responsible for any bank charges imposed for payment processing; add your bank’s and any intermediate bank handling/processing fees to your payment amount.

ChemDiv will invoice any short payment amounts due to Customer’s bank or intermediate bank clearing fees back to the Customer.

ChemDiv recommends that you include the bank instruction “CHARGE: OURS” in all electronic payments. At ChemDiv’s discretion, any outstanding balances unpaid on the date when due may be subject to a finance charge of 1 1/2% per month until paid.

Customer shall be liable for all legal fees incurred in collecting any unpaid balances.

 

Prices and payment

Guideline prices for Products are quoted on the www.ChemDiv.com website in US Dollars. The guideline prices are ex works, and exclude taxes and duties, and delivery, handling, hazard and minimum order charges. 

Prices for Products change regularly, and ChemDiv will specify the actual prices for the Products:

  • in the case of a purchase on the website, following receipt of the Customer's order; and

  • in the case of a purchase upon quotation, with the written quotation provided to the Customer, subject, in each case, to variation.

In addition to the price of the Products, the Customer will have to pay delivery, handling, hazard and/or minimum order charges, which ChemDiv will specify at the same time as the price is confirmed

Unless the Customer has a ChemDiv account, payment must be made upon the submission of the Customer's order. In these circumstances ChemDiv may withhold the Products and/or cancel the Contract if payment is not received from the Customer in full in cleared funds.

All amounts specified on the www.ChemDiv.com website or in a quotation or otherwise payable to ChemDiv under a Contract are (unless the context requires otherwise) stated exclusive of all value-added taxes, sales taxes, goods and services taxes, custom duties, inspection fees, testing fees, export/import taxes and duties and any other governmental tax, duty or fee imposed by any governmental authority on the Products or the Contract, which will be payable by the Customer in addition to the price of the Products and other amounts due under these Terms.

Payment for all Products must be made by credit or debit card on the www.ChemDiv.com website (in the case of online purchases) or by bank transfer.

Invoices are issued on shipment unless alternative terms are negotiated. In consideration of ChemDiv delivery of Compounds against the Customer's PO, ChemDiv invoices are to be paid within 15 days from shipment date and not from the date the goods are received.

Customer is responsible for any bank charges imposed for payment processing; add your bank’s and any intermediate bank handling/processing fees to your payment amount.

ChemDiv will invoice any short payment amounts due to Customer’s bank or intermediary bank clearing fees back to the Customer.

ChemDiv recommends that you include the bank instruction “CHARGE: OURS” in all electronic payments. At ChemDiv’s discretion, any outstanding balances unpaid on the date when due may be subject to a finance charge of 1 1/2% per month until paid.

Customer shall be liable for all legal fees incurred in collecting any unpaid balances.

The Customer shall not be entitled in any circumstances to withhold or set-off any payment for the Products due under the Contract.

 

Warranties and indemnity

The Customer warrants to ChemDiv that:

  • the Customer is legally capable of entering into binding contracts, and has full authority, power and capacity to agree to these Terms;

  • the information provided by the Customer in relation to the Contract is accurate and complete;

  • the import of the Products into the jurisdiction for delivery will not be unlawful, and is the Customer will be able to accept delivery of the Products in the manner anticipated by the Contract;

  • where a Products may exist in several types or variations, and the Customer requires a specific type or variation, that will be specified in the Customer's order form;

  • the Customer will properly test and use the Products and any article or compound made from or incorporating the Products in accordance with the good industry practice and in compliance with all applicable laws and regulations; and

  • the Customer is a commercial, educational and governmental institution or organisation, and not a private individual.


All of the parties' warranties, liabilities and obligations in respect of the subject matter of each Contract are expressly contained in these Terms or elsewhere in the relevant Contract. Subject to Clause 12.1 and to the maximum extent permitted by applicable law, no other terms concerning the subject matter of a Contract will be implied into that Contract or any related contract.

The Customer hereby indemnifies ChemDiv and undertake to keep ChemDiv indemnified against all and any liabilities, losses, damages, expenses and costs (including legal expenses and amounts paid in settlement of any demand, action or claim) arising, directly or indirectly, out of a breach by the Customer of any of its obligations under a Contract or any use by the Customer of the Products supplied under a Contract.

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