General Temms & Conditions

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In the chemical industry, the sale and delivery of products are governed by specific terms and conditions to ensure a smooth and transparent transaction between the seller and the buyer. These terms, known as General Conditions of Sale, outline the rights and obligations of both parties involved in the sale of chemical products. This article will provide an overview of the key aspects covered by these general conditions, including product quantity, orders and shipments, price and payment terms, warranties, claims, limitation of liability, and more.

When it comes to product quantity, the General Conditions of Sale state that the seller is not obligated to deliver a quantity exceeding what is specified in the contract. If no monthly quantity is specified, the seller may limit the quantity at its discretion. Additionally, all orders placed by the buyer should be within the seller's standard lead times and for full load shipments of one product each. Orders placed outside of these lead times or for mixed load or less than full load shipments may require the seller's consent and may be subject to standard upcharges.

The location of shipment and the choice of carrier and manufacturing location are determined by the seller, with consideration for any facility qualifications required by the buyer. The quantity of each shipment is determined according to the seller's usual weighing practices, and the buyer is responsible for promptly unloading and inspecting the products upon delivery. It's important to note that any demurrage or detention charges incurred due to the buyer holding the seller's equipment for longer than the allowable free time for delivery will be the responsibility of the buyer.

The price of each product is specified by the seller and may be subject to change with prior notice to the buyer. Additionally, any taxes, duties, or other governmental charges imposed on the products or raw materials used in their manufacturing will be the responsibility of the buyer. Payment is expected in accordance with the terms stated in the seller's invoice, with funds due in the seller's bank or financial institution.

In certain circumstances, the seller may be prevented by law, regulation, or governmental action from increasing or continuing the price already in effect under the contract. In such cases, the seller has the right to terminate the contract with a 30-day notice. If the buyer's credit becomes impaired or if the buyer fails to pay any indebtedness to the seller, the seller may suspend shipments, change payment terms, or terminate the contract. The seller also has the right to charge interest on overdue payments and to offset any amounts due from the seller to the buyer.

The seller warrants that each product will meet the specifications agreed upon in the contract or as designated by the seller. However, the seller reserves the right to change the specifications of any product with prior notice. It's important to note that certain products, such as developmental, sample, pilot, test lot, scrap, or off-specification products, are sold "AS IS" without any warranty.

The buyer acknowledges that it is responsible for determining the suitability of the materials or products selected for any intended purpose and that it has not relied on any representations made by the seller regarding the suitability of the products. Apart from the specified warranties, the seller makes no other warranties regarding the products, including fitness for a particular purpose, merchantability, shelf life, or freedom from infringement of any patent or copyright resulting from the buyer's use of the products.

If the buyer has any claims regarding the products, it must provide written notice to the seller within 30 days of receipt or scheduled delivery. Failure to provide timely notice constitutes a waiver of the buyer's rights to make a claim. The buyer is also not entitled to deduct any claim amount from an invoice without the seller's written consent. In case of a breach of contract by the buyer, the buyer is obligated to reimburse the seller for all costs and expenses related to pursuing payment for the claim, including reasonable attorney's fees.

The buyer's exclusive remedy for any claims arising from the seller's manufacture and supply of products or non-delivery is limited to the purchase price of the products or the replacement of the products at the buyer's destination, as determined by the seller. Neither party shall be liable for any loss of profits, loss of production, indirect, or other special, incidental, or consequential damages, regardless of negligence.

The buyer is responsible for indemnifying and defending the seller against any fines, penalties, suits, actions, claims, liabilities, judgments, costs, and expenses arising from the transportation, use, sale, handling, storage, or disposal of the products. This indemnification also applies to any product, substance, or material created by the buyer that incorporates the products, as well as any failure of the buyer to comply with representations, warranties, covenants, or agreements set forth in the contract. However, the buyer is not obligated to indemnify the seller to the extent that a claim is solely attributable to the failure of the product to meet specifications.

In cases where either party is unable to perform its obligations due to a reason outside its reasonable control, such as war, natural disasters, or government actions, it is considered a Force Majeure Event. The affected party must promptly notify the other party of the estimated extent and duration of its inability to perform. During a shortage caused by a Force Majeure Event, the seller may allocate its available supply of products among internal requirements and customers as deemed fair and practical. The seller is not obligated to procure products from third parties to fulfill its obligations during a Force Majeure Event.

The buyer acknowledges the importance of consulting the seller's safety data sheets and other technical bulletins and publications regarding the products' safety, health, handling, and environmental hazards. The buyer is responsible for fully informing its employees, contractors, agents, and other third parties about the hazards associated with the products and proper storage, handling, and use procedures. If the products are further processed, mixed, or incorporated into another product, the buyer must disseminate appropriate health and safety information to all individuals who may be exposed to the product.

Both the buyer and the seller are obligated to perform their contractual obligations ethically, using sound business practices and in accordance with applicable laws. The buyer must comply with all laws and regulations governing the export, re-export, transport, trafficking, and brokering of the products. Additionally, the buyer represents and warrants that it is not purchasing any product in violation of the seller's DMSO Sales Policy and agrees to comply with the use restrictions stated in the policy. Failure to comply with these provisions may result in breach of contract and liability for damages.

The contract is governed by the laws of the State of Louisiana without regard to conflicts of laws provisions. The rights and obligations of the parties are not governed by the provisions of the Convention for the International Sale of Goods. In the event of a dispute, the parties are encouraged to settle it through consultation and negotiation. If mediation fails, the dispute will be referred to arbitration in accordance with the rules of JAMS. The arbitration award will be final and binding, and judgment may be entered in any court having jurisdiction. However, the seller may pursue legal action to enforce payment without resorting to mediation or arbitration.

The buyer is not permitted to use the seller's trade names, trademarks, logos, or other identifying marks for the manufacture, sale, or promotion of its products without the seller's prior written consent.

Understanding and adhering to the General Conditions of Sale for chemical products is crucial for both buyers and sellers in the industry. These conditions ensure that the sale and delivery of products are conducted in a fair and transparent manner, with clear guidelines for product quantity, orders, shipments, pricing, warranties, claims, liability, and more. By following these conditions, both parties can establish a strong foundation for a successful business relationship in the chemical industry.