Sales terms and conditions

1. Interpretation

«Force Majeure cause» will refer to every event that occurs against the parties’ will (or any person acting on their behalf) and which by its nature, the parties (or said person) could not have expected, or was inevitable should it have been expected, for example fortuitous events, storms, floods, disturbances, fires, sabotage, social disorders or riots, military or civilian authority intervention, acts of war (declared or undeclared) or armed attacks or any other national or international catastrophe, or one or more terrorist attacks, or power supply failures. «Purchaser» will refer to the person, company, or corporation that acquires the Vendor’s Products. «Contract» will refer to the contractual agreement between the Purchaser and Vendor, of which these terms should be considered an integral part. «Specification» will refer to the specification of the Products, as agreed between the Purchaser and the Vendor, and which the Contract defines in more detail. «Order» will refer to every Product order sent to the Vendor by the Purchaser. «Products» will refer to the products ordered by the Purchaser and supplied by the Vendor. «Vendor» will refer to DC Fine Chemicals Limited or to DC Fine Chemicals Spain S.L., as specified in the Order confirmation.

2. Orders

The Purchaser is to consider each Order separate when acquiring Products in accordance with the Contract’s terms. The Vendor will be free to accept or reject said offer at their full discretion.

Changes to the Contract will not be binding unless the Purchaser and Vendor agree otherwise in writing.

3. Delivery

The delivery conditions in every Contract will be ex-works, unless indicated otherwise in the sales confirmation. However, any Contract requiring the shipping of goods with a sales value equal to or below 350.00 euros, will be sold under the ex-works modality and will incur an additional charge for shipping.

Every date and time indicated by the Vendor are only to be considered as estimations.

Delays in the delivery of an Order will not give the Purchaser the right to:

a. refuse to accept delivery of the Order; or
b. settle this Contract, subject to clause 4

The Vendor will not be liable for the loss or delay in delivery of an Order, and the Purchaser cannot invoke the provisions set out in this clause when the aforementioned loss or delay derives from a Purchaser infringement of the obligations set out in this Contract.

The Vendor is fully within their rights to make a partial delivery. Each delivery will be invoiced separately and will be paid within the relevant payment period.

The Purchaser must inspect the goods on receiving the delivery and report any quality defects or quantity or quality issues regarding the Products as soon as possible, and in any case, within five days of the delivery date.

4. Prices and payment

Where applicable, all prices exclude sales tax, VAT, duties, fees, or import fees of any nature collected by a state body. At the time of the Order, the Purchaser is to provide the Vendor with an exemption certificate or any another document acceptable for the authority imposing the duty, tax, or fee.

Payment terms will be calculated from the date of the invoice, which will be 30 days unless indicated otherwise.

When invoices have expired and remain unpaid, or the Vendor doubts the Purchaser’s ability to pay for the goods that were sent or are going to be sent, the former is fully within their rights to delay subsequent deliveries of goods, even when the Order has been accepted.

5. Product quality

Notwithstanding the way that the Vendor may describe the goods, their suitability for a specific application is not guaranteed. The Purchaser must check that the Product is suitable for the expected application prior to its use.

The Vendor will not be liable for any direct, indirect or subsequent costs, damages, charges or expenditures (understanding the latter three terms to include, but not be limited to, purely financial damage, a loss of earnings, a loss of activity, a loss of goodwill or losses of a similar nature), caused directly or indirectly because the supplied Product did not turn out to be suitable for the Purchaser’s specific application, or due to a delay in the delivery of the good (even though this resulted from the company’s negligence). Furthermore, the delay will not concede the Purchaser the right to end or settle the Contract under any circumstances, unless said delay exceeds [180] days.

6. Acceptance and faulty Products

Any Product quality complaints must be reported within two weeks of the date of receipt of the goods. If said reporting does not occur in accordance with this clause, it will be understood that the Purchaser accepts the Products.

7. Ownership and risk

The risk involved with delivering the Products to the Purchaser will be transferred to the latter at the time of delivery. Ownership of the Products sent to the Purchaser will be not be transferred until the Vendor has received full payment (in cash or via bank deposit) for:

a. said Products; and
b. all the remaining amounts that the Purchaser owes the Vendor for the sale of Products that haven’t been delivered and remain unpaid [or unpaid on account].

Until ownership of the Products has been transferred to the Purchaser, the Purchaser must:

a. act as a custodian for the Vendor to safeguard said Products;
b. store the relevant Products separately from the other goods they hold to ensure that they are easy to identify as the Vendor’s property;
a. not delete, strike out, or conceal any identifying mark or packaging of the Product or related items, and
b. store said Products in satisfactory conditions and keep them comprehensively insured for their total value on the Vendor’s behalf with an insurance company that the Vendor finds reasonably acceptable.

The Purchaser must obtain a policy supplement that covers the Vendor’s interests in the Products, subject to the insurance company’s willingness to issue said supplement. On prior request, the Purchaser must allow the Vendor to inspect said Products and the insurance policy.

8. Force Majeure

The Vendor will not assume any legal liability or any other condition for the infringement of any of the obligations contained in the Contract, for the period and while said obligation is impeded, hindered, complicated, or delayed as a result of a Force Majeure cause

9. Applicable law

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