1. Interpretation

“Contract” means the contract between the Customer and Seller which shall be deemed to incorporate these terms “Customer” means the person, firm or company who purchases goods from the Seller “Force Majeure Event” means an event beyond the control of a party (or any person acting on its behalf), which by its nature could not have been foreseen by such party (or such person), or, if it could have been foreseen, was unavoidable, and includes, without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources. “Order” any order for products submitted by the Customer to the Seller “Products” means the products ordered by the Customer from, and supplied by, the Seller “Seller” means DC Fine Chemicals Limited or DC Fine Chemicals Spain SL, as specified by the Order Confirmation. “Specification” means the specification of the Products as agreed upon by the Customer and the Seller and more particularly delineated in the Contract.

2. Orders

Each Order shall be deemed to be a separate offer by the Customer to purchase Products on the terms of the Contract, which the Seller shall be free to accept or decline at its absolute discretion.

Changes to the Contract will not be binding unless agreed in writing by the Customer and the Seller.

3. Delivery

Shipping terms in all Contracts will be ex-works shipping point unless otherwise stated in the Sales Confirmation. Notwithstanding this any Contract requiring shipment of goods with a sales value less than EUR350.00 or equivalent will be sold on ex works shipping point basis and will be subject to an additional charge to cover freight.

All delivery dates and times given by the Seller are specified strictly as estimates.

Delays in the delivery of an Order shall not entitle the Customer to:

a. refuse to take delivery of the Order; or
b. terminate this agreement, subject always to clause 4

The Seller shall have no liability for any failure or delay in delivering an Order and the Customer shall not be able to rely on the provisions set out in this clause to the extent that such failure or delay is caused by the Customer's failure to comply with its obligations under this agreement.

Deliveries may be made in instalments, at the absolute discretion of the Seller, each instalment to be invoiced separately and payable when due.

The Customer shall inspect the goods on delivery and notify the Seller of any alleged shortage in quantity or damage as soon as possible which must, in any event, be no later than 5 days from the date of delivery.

4. Prices & Payment

Where applicable all prices are net of sales tax, VAT/IVA, duties, taxes or importing charges of any nature levied by any government body. The Customer 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.

Payment terms will be calculated from date of invoice or, where not stated, net 30 days from date of invoice.

Where invoices due remain unpaid or the Seller is concerned about the Customers ability to pay for goods which have been despatched or are due for despatch it may at its absolute discretion delay despatch of further goods even where an order for such goods has been accepted.

5. Quality of Products

Notwithstanding the way goods might be described by the Seller, they are not guaranteed suitable for a specific application. It is the Customer’s responsibility to test, prior to use, for fitness for its intended application.

The Seller shall not be liable for any direct, indirect or consequential (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly resulting from the supplied Product not being suitable for the customer’s specific application or delay in the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds [180] days.

6. Acceptance and Defective Products

Notice of product quality claims must be made within two weeks of receipt of goods and if the Customer fails to give notice in accordance with this clause, it shall be deemed to have accepted such Products.

7. Title and Risk

The risk in Products delivered to the Customer shall pass to the Customer on despatch. Title to Products delivered to the Customer shall not pass to the Customer until the Seller has received payment in full (in cash or cleared funds) for:

a. such Products; and
b. all other sums which are or will become due to the Seller from the Customer for sales of Products which have been delivered and not paid for [or on any account].

Until title to Products has passed to the Customer, the Customer shall:

a. hold such Products on a fiduciary basis as the Seller's bailee;
b. store such Products separately from all other goods held by the Customer so that they remain readily identifiable as the Seller's property;
a. not remove, deface or obscure any identifying mark or packaging on or relating to such Products; and
b. maintain such Products in satisfactory condition and keep them insured on the Seller's behalf for their full price against all risks with an insurer that is reasonably acceptable to the Seller.

The Customer shall obtain an endorsement of the Seller's interest in the Products on its insurance policy, subject to the insurer being willing to make the endorsement. On request the Customer shall allow the Seller to inspect such Products and the policy of insurance,

8. Force Majeure

The Seller shall bare no liability or responsibility for failure to fulfil any obligation under the Contract so long as and to the extent to which the fulfilment of such obligation is prevented, frustrated, hindered or delayed as a consequence of a Force Majeure Event.

9. Governing Law

Contracts accepted by DC Fine Chemicals Ltd will be governed by English Law and Contracts accepted by DC Fine Chemicals Spain SL will be governed by Spanish Law.