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By ordering any product or material ("Goods") from Alfa Aesar (China) Chemical Co., Ltd. ("Seller"), Buyer hereby agrees to the following terms and conditions of sale ("Conditions"):
SELLER EXPRESSLY POINTS OUT THAT THESE CONDITIONS CONTAIN CLAUSES WHICH EXPRESSLY ELIMINATE OR LIMIT SELLER’S LIABILITIES. THESE CLAUSES (AMONG OTHER IMPORTANT ITEMS) ARE CAPITALIZED. UPON REQUEST OF BUYER, SELLER WILL BE GLAD TO EXPLAIN THE EFFECTS OF SUCH CLAUSES TO BUYER IN DETAIL.
ALL ORDERS ARE PLACED, ACCEPTED AND PERFORMED STRICTLY SUBJECT TO THESE GENERAL TERMS AND CONDITIONS.
All orders placed by the Buyer with the Seller shall take the form as prescribed by the Seller and provided to the Buyer from time to time.
An order is considered to have been accepted by Seller only when a corresponding written acceptance of such an order is issued by Seller to Buyer (“Confirmed Order”).
Seller will arrange Goods to be delivered to Buyer’s designated premises by the method as specified and selected by Buyer on the Confirmed Order and shall engage the carriers based on Buyer’s preference and selection; however, Seller reserves the right to change the method of delivery or carriers for any reason. In such cases, Seller will select the most appropriate and cost effective method or carriers. In case the Buyer does not select or indicate any methods of delivery in the order, it shall be deemed to authorize Seller to select the method and carrier as Seller considers appropriate.
Certain poisonous, reactive, corrosive or other chemicals may require a barrier bag, steel can, and/or other special packaging for shipment. There will be additional charges for these packages irrespective the special trade term used regarding prices and deliveries of the Goods. Seller’s Customer Service Representatives will advise Buyer of the charges at the time the order is placed. Seller strives to minimize these costs through efficient packaging.
The delivery of Goods containing dangerous chemicals may require carriers with special qualification or approval according to statutory law. HOWEVER SELLER MAY CHOOSE CARRIERS IT DEEMS FIT. THE BUYER SHALL HAVE NO CLAIM AGAINST SELLER IN CASE THE CARRIER DOES NOT HOLD STATUTORY REQUIRED LICENSES OR QUALIFICATIONS.
Goods shall be delivered CPT (Incoterms 2000) to the location to be named by Buyer in the order, unless otherwise agreed in the Confirmed Order.
Delivery of goods to the carrier shall constitute delivery to Buyer, and regardless of shipping terms, all risks of loss or damages in transition shall be borne by Buyer upon delivery.
At Buyer’s expense and upon Buyer’s request, Seller may arrange insurance for Goods delivered.
Buyer’s order may be subject to handling charges.
THE UNIT PRICE AND PRODUCT DESCRIPTIONS OF THE GOODS SHALL ACCORD TO THE ALFA AESAR CATALOGUE WHICH IS UPDATED BY SELLER EVERY SECOND YEAR AND SUBJECT TO REVISIONS BY SELLER FROM TIME TO TIME (“Catalogue”). Unless otherwise indicated in the Catalogue, the unit price quoted thereof is included any VAT and/or other taxes imposed on the sales of the Goods, but freight costs which will be charged separately.
All prices are listed in RMB.
SELLER’S PAYMENT TERMS ARE NET 30 DAYS OF INVOICE WITH BANK TRANSFER TO SELLER’S ACCOUNT INDICATED IN THE INVOICE, UNLESS OTHERWISE STATED IN THE CONFIRMED ORDER.
Unless otherwise provided under the Confirmed Order, the Goods shall be packaged in accordance with Seller’s then effective packing standard.
Unless otherwise provided in a Confirmed Order, the expected arrival time is (i) within 4-5 working days upon the order is accepted by Seller if the GOODS are in stock in China; or (ii) within 15 working days upon the order is accepted by Seller if the Goods are out of stock in China. In case of force majeure event or national public holidays, the deadline for arrival of Goods will be extended accordingly.
No change or addition by Buyer of any term or condition of these Conditions shall be binding on Seller, nor shall any Confirmed Order be changed or cancelled by Buyer, unless approved in writing by authorized officer of Seller.
AFTER AN ORDER IS ACCEPTED BY SELLER, IN CASE OF ANY UNFORSEEABLE SITUATIONS INCLUDING BUT NOT LIMITED TO SHORTAGE OF GOODS OR CEASE OF PRODUCTION BY MANUFACTURERS, DRASTIC FLUCTUATION OF PRICE OR EXPORT RESTRICTIONS, SELLER MAY REQUEST FOR CORRESPONDING ALTERATION OF THE CONFIRMED ORDER. IF THE ABOVE MENTIONED REQUEST FOR ALTERATION IS NOT ACCEPTED BY BUYER WITHIN SEVEN (7) DAYS, THE SALES OF GOODS STIPULTED IN THE CONFIRMED ORDER CAN BE TERMINATED BY EITHER BUYER OR SELLER.
Unless otherwise stated in the Confirmed Order, the Goods delivered shall comply with the specifications e.g. the purpose of use, purity, density and state, etc. as set forth in the Catalogue.
Buyer shall inspect the delivered Goods immediately upon receipt and report any damage, shortage or defect to Seller’s Customer Service Department as soon as possible. CLAIMS FOR ANY DISCREPANCIES MUST BE MADE WITHIN 30 DAYS OF BUYER RECEIVING THE SHIPPMENT, OTHERWISE THE GOODS SHALL BE DEEMED RECEIVED AND ACCEPTED BY BUYER WITHOUT ANY DISCREPANCIES.
The ownership in the delivered Goods shall pass from Seller to the Buyer only after the full purchase price for the delivered Goods has been paid by the Buyer.
Unless Buyer has a justifiable claim, delivered GOODS are not returnable to Seller. Returned shipments will not be accepted by Seller unless prior arrangements have been made. If it is necessary to return any Goods, please contact Seller’s Customer Service Department to obtain a return authorization number. REQUESTS FOR RETURN AUTHORIZATION NUMBERS MUST BE MADE WITHIN 30 DAYS OF BUYER RECEIVING THE GOODS. Only items authorized by Seller for return will be accepted. Final disposition of returned goods will be made only after receipt and inspection of the Goods. Collect shipments will not be accepted unless previously authorized by Seller. Hazardous Goods must be returned in compliance with all applicable Chinese regulations. Goods returned must be received by Seller on or before the Return Authorization expiration date. Goods returned requiring disposal may incur additional charges. A restocking fee equaling 20% of the price of the Goods returned is charged on Buyer, subject to a minimum charge of RMB 30.
The goods offered and delivered by Seller are NOT intended for use as drugs, food additives, cosmetic, household chemicals, or other applications which are restricted or prohibited by statutory laws. Seller does not warrant that Buyer’s use of the Goods delivered will not infringe any Chinese or other patents. The listing of a material in the Catalogue does not constitute a license to, or a recommendation for, its use in infringement of any patent. Seller reserves the right, in its sole discretion, to limit sales of Goods or not to sell Goods to any customers.
Buyer represents and warrants that its use of the Goods delivered will not violate any law or regulation.
Seller warrants that it has legal title to the Goods delivered.
OTHER THAN THE WARRANTIES AS MADE UNDER THESE CONDITIONS, SELLER MAKES NO REPRSENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO THE GOODS, WHETHER USED ALONE OR IN CONNECTION WITH ANY OTHER SUBSTANCE.
As regards non-conforming Goods delivered, Seller shall have the option, at its sole discretion, to replace such Goods with conforming Goods or to return the purchase price to Buyer.
BUYER’S EXCLUSIVE REMEDY, FOR ANY CAUSE OR CLAIM WHATSOEVER, INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY, PRODUCT LIABILITY, NEGLIGENCE, OR OTHERWISE, SHALL BE FOR MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE GOODS IN RESPECT TO WHICH THE CLAIM IS MADE, EXCEPT CLAIMS FOR LIABILITIES FOR (I) PERSONAL INJURIES CAUSED TO BUYER; OR PROPERTY DAMAGES SUSTAINED BY BUYER BECAUSE OF SELLER’S INTENTIONAL ACT OR GROSS NEGLIGENCE OF SELLER.
IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BUYER’S CLAIM IS IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
IN CONSIDERATION OF THE SALE OF GOODS TO BUYER, WHICH SALES SELLER WOULD NOT OTHERWISE MAKE, BUYER AGREES TO INDEMNIFY AND HOLD SELLER HARMELESS FROM ALL CLAIMS, EXPENSES, LOSSES AND LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF BUYER’S HANDLING AND/OR USE OF GOODS, WHETHER USED ALONE OR IN COMBINATION WITH ANY OTHER SUBSTANCE.
All sales concluded by Seller and Buyer under these Conditions shall be governed by the law of the People’s Republic of China.
The dispute arising between Buyer and Seller out of or in relation to these Conditions or any Confirmed Orders, including any dispute regarding its breach, termination, validity or interpretation shall be settled by arbitration conducted by China International Economic Trade Arbitration Commission (“CIETAC”) in Beijing in accordance with its then applicable arbitration rules of CIETAC.
At Buyer’s request, Seller may furnish technical assistance and information with respect to Goods delivered. Unless otherwise agreed, all such technical assistance and information will be provided without any representation or warranty of Seller and Buyer, as the user, assumes sole responsibility for results obtained. Any suggestions by Seller regarding use, application, or suitability of the Goods shall not be construed as an express or implied warranty. Seller strives to keep all technical discussions confidential; however, Seller makes NO guarantee that such discussion or information will remain confidential.
All of Seller’s Goods should be handled only by qualified and trained individuals. In ordering these Goods, Buyer acknowledges that there are hazards associated with their use. Buyer represents and warrants to Seller that from Buyer’s own independent review and study it is fully aware and knowledgeable about (a) the health and safety hazards associated with the handling of the Goods ordered; (b) industrial hygiene controls necessary to protect its workers from such health and safety hazards; (c) the need to adequately warn of health and safety hazards associated with the Goods; and (d) government regulations regarding the use of and exposure to such Goods.
The Customer will not in connection with the Contract or the Goods purchased or to be purchased under it, offer, pay, promise to pay, or authorize the giving of any financial or other benefit to any person for the purpose of obtaining an improper advantage, or otherwise conduct itself in a manner contrary to the applicable PRC anti-bribery laws and regulations, the UK Bribery Act or the U.S. FCPA. We may terminate the Contract immediately upon written notice where the Customer is found to have breached this Clause, and the Customer shall indemnify us from all damages, penalties, fines and/or costs of any kind arising from, or relating to, any such breach.
These Conditions are written in English language and a Chinese translation is prepared and attached for reference only. The English version shall be the binding version.