TCI TERMS AND CONDITIONS
NOTES ON USAGE
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Terms and Conditions of Sale
'Seller' means Tokyo Chemical Industry (TCI) UK Limited (hereinafter called "TCI") registered in England and Wales with company number 06000696.
'Conditions' means the Conditions of Sale set out in this document and any special conditions agreed in writing by Seller.
ACCEPTANCE GOVERNING PROVISIONS
PRICES AND SPECIAL CHARGES
There is no minimum order value. All prices are exclusive of local taxes and exclusive of transport and insurance costs for products which shall be paid in addition. Price are inclusive of packaging. TCI reserves the right to charge for delivery and handling. Special delivery requests may be accepted by the Seller subject to their suitability for the product and charged accordingly. Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any government authority, on or measured by the transaction between Seller and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In the event the Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller; or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.
DELIVERY, DELAYS, QUALITY and RETURNS
Seller will endeavour to ship by the means requested by Buyer but reserves the right to over-ride this in the interests of legal requirements or safety. Additional charges for hazardous packaging and transportation may be added to the invoice.
Immediately upon Buyer's receipt of any goods shipped hereunder, Buyer shall inspect the same and shall notify Seller in writing of any claims for shortages, defects or damages and shall hold the goods for Seller's written disposition. If Buyer shall fail to notify Seller within 10 days after Buyer has received the goods, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably be accepted by Buyer.
In the event that Seller is prevented from carrying out its obligations under a contract for sale as a result of any cause beyond its control including without limitation unsuccessful reactions, act of Buyer, embargo or other governmental act regulation or request affecting the conduct of Seller's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labour difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labour, fuel, materials, supplies or power, failure of third parties to deliver or manufacture goods, Seller shall be relieved of its obligations and liabilities under such contract for sale for as long as such fulfillment is prevented. In such an event, Buyer shall not be entitled to terminate the contract. Should, however, such circumstances make it impossible for Seller to fulfil any of Buyer's orders on a permanent basis upon notification to the Buyers by Seller hereof Buyer shall have the right to terminate this contract.
Seller rigorously tests its products in its Quality Control Laboratory to determine purity and consistency. The purity and physical constants stated within TCI's catalogue are typical values, and may vary from lot to lot. If additional information is needed, Buyer should contact Seller in advance. Buyer should satisfy itself that the products meet with its requirements.
Goods may not be returned for credit except with Seller's written permission, and then only in strict compliance with Seller's return of shipment instructions. Unidentified or unauthorized return shipments will be discarded without credit. For items ordered in error and returned Buyer will pay any return freight and handling charges and Seller reserves the right to charge Buyer a restocking charge.
Items which are proven defective or non-conforming to Sellers specifications will be replaced at no charge or, at Seller's discretion, credit issued upon receipt of returned goods. All claims for replacement or credit must be made within 10 days of receipt of goods.
Seller's liability for any and all claims, losses or damages arising for any cause, including its negligence, shall in no event exceed the purchase price of the materials with respect to which the cause arose. In no event shall Seller be liable for incidental or consequential loss or damages.
Any products in respect of which any claim of defect or damage is made shall be preserved by the Buyer intact together with the original packing at the Buyer's risk and either: a) be retained by the Buyer for a reasonable period to enable the Seller or its agent to inspect or collect the products; or b) at the Seller's option returned by the Buyer to the Seller who will refund the cost of postage and packing to the Buyer if the products are in fact defective.
All other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the products, whether implied by any applicable laws and regulations or otherwise are excluded and the Buyer is satisfied as to the suitability of the products for the Buyer's purpose. This warranty is exclusive, and Seller makes no other warranty, expressed or implied, including any implied warranty of merchantability or fitness for any particular purpose.
Seller's warranties made in connection with this sale shall not be effective if Seller has determined, in its sole discretion, that Buyer or its customers have misused the products in any manner or has failed to use the products in accordance with instructions, if any, furnished by the Seller.
Seller's sole and exclusive liability and Buyer's exclusive remedy with respect to products provided to Seller's satisfaction to be defective or non-conforming shall be, in Seller's sole discretion; (1) the replacement of such products without Charge; or (2) refund of the purchase price upon the disposition of such products in accordance with Seller's instructions.
Buyer shall, in demanding such remedy, submit to Seller adequate proof as required by Seller and Seller shall, only when such demand is considered appropriate, take remedial steps. Seller shall not be subject to any other obligations or liabilities, whether arising out of breach of contract, warranty, tort (including negligence or strict liability) or any other theory of law with respect to goods sold or technical services rendered by Seller, or with respect to any undertakings, acts or omissions relating thereto. Seller shall not be liable for any incidental, consequential or contingent damages.
USES, HAZARDS AND DISPOSAL OF PRODUCTS
Buyer acknowledges that Seller's products are intended primarily for laboratory use and that they may not be on the inventory of Existing Chemical Substances as defined by EINECS and ELINCS. Products may also not be on the TSCA inventory. Seller assumes no responsibility to assure that products purchased hereunder may be used in a commercial application as defined under appropriate legislation.
The hazards, physiological and toxicological properties of many of Seller's chemical products have not yet been fully investigated and/or determined and should be handled with the utmost caution when they are used, stored or during disposal, by individuals familiar with their potential hazards and who have been fully trained in proper safety, laboratory, and chemical handling procedures. Seller makes no guarantee of any results and assumes no liability for damage to any person, persons or property resulting from incorrect handling, storage, usage or disposal of its products and is not responsible for conditions and actions which are beyond its control.
Seller will provide Buyer with material safety data sheets (MSDS) as required by European law. Every effort is made to provide current known information. However, the nature of new research chemicals precludes complete knowledge. Seller makes no claim as to the completeness, correctness, currency, or comprehensiveness of information provided in its MSDS'.
Buyer has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using products purchased from Seller. Buyer also has the duty to warn Buyer's customers and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the products.
Buyer agrees to comply with instructions, if any, furnished by Seller relating to the use of the products and will not misuse the products in any manner. If the products purchased from Seller are to be repackaged, relabeled, or used as starting material or components of other products, Buyer will verify Seller's assay of the products.When disposing of a chemical, careful consideration must be given to the chemical and physical properties of the compound. Buyer must follow all European, national, and local laws and regulations governing chemical disposal. Only individuals who have received specific chemical education and training and who are conversant with chemical handling and safety procedures should handle the disposals of chemicals.
Buyer agrees to indemnify and hold harmless Seller from and against any and all losses, damages and expenses (including attorney's fees and other costs of defending any action) that Seller may sustain or incur as a result of any claim of negligence, breach of implied warranty, strict liability in tort or other theory of law, by Buyer, its officers, agents or employees, its successors or assigns, and its customers, whether direct or indirect, in connection with the use of Seller's products, or by reason of Buyer's failure to perform the Obligations herein contained. Buyer shall notify Seller within 15 days of Buyer's receipt of knowledge of any accident involving Seller's products resulting in personal injury or damage to property, and Buyer shall fully cooperate with Seller in the investigation and determination of the cause of such accident and shall make available to Seller all statements, reports and tests made by Buyer or made available to Buyer by others. The furnishing of such information to Seller and any investigation by Seller shall not constitute an assumption of any liability by Seller.
RETENTION OF TITLE
B. Binding Effect. All provisions and terms of the contract between Buyer and Seller shall inure to the benefit of and become binding upon the heirs, executors, administrators, successors, representatives, receivers, trustee, and assigns of the parties.
C.Assignability. Neither this agreement nor any right or interest hereby granted to the Buyer whether under the contract between Buyer and Seller or otherwise shall be assigned by the Buyer or by operation of law without the prior written consent of an authorized officer of Seller and any assignment without such written consent shall be null and void and shall not bind Seller.
D. Buyer, having carefully read all provisions of this agreement, acknowledges receipt of a copy of this agreement and agrees that the terms contained herein shall supercede those terms in the purchase order which are conflicting, inconsistent or contradictory therewith, and that it has not relied upon those representations or warranties with respect to the goods except those expressly set forth in this agreement.