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The purpose of these terms and conditions of sale (“T&C”) is to set forth the rights, obligations and responsibilities of Alfa Aesar Korea(“Seller”) and the buyer (“Buyer”) in connection with the sale of products to the Buyer; provided, however, the Seller’s Terms and Conditions of Sale for Electronic Commerce shall prevail over the T&C for any transactions which are subject to the Act on Consumer Protection in Electronic Commerce Transactions, including those where the Buyer is a commercial enterprise who purchases online for its own use and not for purposes of redistribution or resale, and where such Buyer’s purchases are also made on the same terms as those made by individual Buyers.
In the event that an amendment to the Conditions is made, Seller shall post a notice for such amendment with the effective date thereof on the Seller’s homepage fifteen (15) days prior to such effective date, and deliver a copy of amended Conditions to Buyer. The amended Conditions shall only be applicable to the agreements to be executed after the effective date thereof, and the existing Conditions shall be applicable only to the agreements executed before such effective date.
Seller expressly points out that these Conditions contain clauses which significantly affect the rights and obligations of Buyer. These clauses are capitalized. Upon request of Buyer, Seller will be glad to explain the effects of such clauses to Buyer in detail.
ALL ORDERS ARE ACCEPTED AND SHIPPED STRICTLY SUBJECT TO THESE GENERAL TERMS AND CONDITIONS AND NO OTHER TERMS AND CONDITIONS PRINTED ON BUYER’S PURCHASE ORDER OR OTHERWISE SHALL BE APPLICABLE TO ANY ORDER WITHOUT PRIOR WRITTEN CONSENT OF SELLER.
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 (“Confirmation of Order”), or when Seller already starts preparing for performance of such an order.
Seller will deliver products via carriers selected by Seller unless Buyer requests otherwise. Seller shall work closely with selected carriers as service will be better achieved when using these carriers. Additional expenses and delays in shipment may be experienced when deviating from Seller’s list of selected carriers upon Buyer’s request. Seller will be happy to utilize other carriers based on Buyer’s requirements; however, Seller reserves the right to change the method of delivery for proper reasons. In such cases, Seller will select the most appropriate and cost effective method.
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 of the special trade term used regarding prices and deliveries of the sold products. 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.
Current standard published delivery charges will be added to the invoice when the Buyer’s order indicates the freight terms are “prepay and add”. A current copy of these standard published delivery charges is available upon request. Buyer’s order may be subject to handling charges. Buyer may request shipment by freight collect, if desired. All prices are listed in KRW AND PRODUCT DESCRIPTIONS DISCLOSED BY SELLER ARE SUBJECT TO CHANGE WITHOUT NOTICE AND IN THE EVENT THAT SELLER RECEIVES ORDERS FROM BUYER AFTER CHANGING OF PRICES AND PRODUCT DESCRIPTIONS, THE AMENDED PRICES AND PRODUCT DESCRIPTIONS SHALL BE APPLICABLE IF BUYER’S ORDER DOES NOT SPECIFY THE DIFFERENT PRICES AND PRODUCT DESCRPITIONS. In cases where the selling prices have changed significantly while Seller receives an order from a Buyer who as far as Seller is aware might not have known such changes, Seller will contact Buyer for approval prior to making shipment under such an order. SELLER’S PAYMENT TERMS ARE NET 30 DAYS FROM THE DATE OF ISSUANCE OF INVOICE, UNLESS OTHERWISE STATED, provided however, in the absence of agreed credit terms, Seller reserves the right to require payment in cleared funds prior to the shipment of the products.
No change or addition by Buyer of any term or condition of these Conditions (including any contract concluded based on such Conditions), or any of Seller’s rights or remedies hereunder, shall be binding on Seller, nor shall the order hereby acknowledged be changed or cancelled by Buyer unless approved in writing by an authorized officer of Seller. There are no representations, agreements, promises, or understandings between Buyer and Seller that are not expressed herein.
If there is no prior agreement between Buyer and Seller, Seller shall assume responsibility for any damages or loss to the products in the course of their delivery until the products are transferred to Buyer. Upon prior agreement between the parties, either of Buyer or Seller may purchase insurance covering the risk of damages or loss in the course of their delivery.
Although Seller uses every effort to ensure that all goods are manufactured to specification, it is in all cases, including repeat orders, for the Buyer to ensure by tests or otherwise, that the goods are fit and suitable for the purpose for which the customer requires them in the conditions in which they will be used. Seller accepts no liability for misuse of the goods or failure of the customer to carry out its statutory obligations. Purity values, where quoted, are typical figures and may vary from batch to batch. Reasonable variation from purities quoted shall not be deemed to be non-conformance to specification.
Seller urges Buyer to inspect all packages immediately upon receipt. BUYERS SHALL NOTIFY TO SELLER’S CUSTOMER SERVICE DEPARTMENT ANY DAMAGES, SHORTAGES OR DEFECTS WHICH IS DISCOVERABLE WITH AN UNAIDED EYE WITHIN SEVEN (7) DAYS FROM THE RECEIPT OF THE PRODUCTS. PROVIDED, HOWEVER, IF THERE IS A LATENT
DEFECT IN THE PRODUCTS WHICH WAS NOT IMMEDIATELY DISCOVERABLE WITH AN UNAIDED EYE, THEN BUYER SHALL NOTIFY SUCH DEFECT WITHIN THREE (3) MONTHS FROM THE RECEIPT OF THE PRODUCTS AND IF THERE IS A LATENT DEFECT IN THE PRODUCTS WHICH WAS ONLY ABLE TO BE DISCOVERED THROUGH SPECIAL EXPERIMENT OR INVESTIGATION, THEN BUYER SHALL NOTIFY SUCH DEFECT WITHIN SIX (6) MONTHS FROM THE RECEIPT OF THE PRODUCTS TO SELLER’S CUSTOMER SERVICE DEPARTMENT. BUYER WILL LOSE THE RIGHT AGAINST SHORTAGES OR DEFECTS IF SUCH NOTIFICATION AND INSPECTION ARE NOT PERFORMED WITHIN THE ABOVE PRESCRIBED TIME PERIODS.
Some materials are not returnable to Seller, including, but not limited to, custom or special order materials, leaking or damaged chemicals, reagents past expiration date, items with missing or obliterated labels, parts or instructions, refrigerated or frozen materials and opened materials. Provided, however, the products which have defects that are attributable to Seller shall be returnable. Buyer shall inspect all packages immediately upon receipt. BUYERS SHALL NOTIFY TO SELLER’S CUSTOMER SERVICE DEPARTMENT ANY DAMAGES, SHORTAGES OR DEFECTS WHICH IS DISCOVERABLE WITH AN UNAIDED EYE WITHIN SEVEN (7) DAYS FROM THE RECEIPT OF THE PRODUCTS AND SHALL OBTAIN A RETURN AUTHORIZATION NUMBER. PROVIDED, HOWEVER, IF THERE IS A LATENT DEFECT IN THE PRODUCTS WHICH WAS NOT IMMEDIATELY DISCOVERABLE WITH AN UNAIDED EYE, THEN BUYER SHALL NOTIFY SUCH DEFECT WITHIN THREE (3) MONTHS FROM THE RECEIPT OF THE PRODUCTS AND IF THERE IS A LATENT DEFECT IN THE PRODUCTS WHICH WAS ONLY ABLE TO BE DISCOVERED THROUGH SPECIAL EXPERIMENT OR INVESTIGATION, THEN BUYER SHALL NOTIFY SUCH DEFECT WITHIN SIX (6) MONTHS FROM THE RECEIPT OF THE PRODUCTS TO SELLER’S CUSTOMER SERVICE DEPARTMENT AND SHALL OBTAIN A RETURN AUTHORIZATION NUMBER. BUYER SHALL NOT RETURN DEFECTED OR DAMAGED PRODUCTS IF SUCH NOTIFICATION AND INSPECTION ARE NOT PERFORMED WITHIN THE ABOVE PRESCRIBED TIME PERIODS. Returned shipments will not be accepted by Seller unless the above procedures have been followed. Final disposition of returned goods will be made only after receipt and inspection of goods. In the event that products are returned, the freight charges to be collected upon delivery will not be accepted by Seller unless previously authorized by Seller. Hazardous goods must be returned in compliance with all applicable Korean regulations. Material returned must be received by Seller on or before the Return Authorization expiration date which shall have been notified to Buyer at the time the return authorization number is provided. Seller shall have the option, at its sole discretion, to replace the returned product with another conforming product or to refund the purchase price to Buyer.
Products returned which require disposal may incur additional charges. In the event that Buyer returns the products which have no defect being attributable to Seller, Buyer shall pay 20% of the purchase price for return of any of the products, in addition to air freight charges and additional expenses.
Buyer shall be responsible for any use tax, sales tax, value-added tax, duties, customs, inspection or testing fee, or any other taxes, fees or charges of any nature whatsoever imposed by any governmental authority in connection with the transaction between Seller and Buyer, in addition to the prices quoted or invoiced, unless Buyer provides Seller at the time that the order is submitted an exemption certificate or other document or instrument evidencing exemption which would be acceptable to the tax authorities. In the event Seller is required to pay any such taxes, fees or charges, Buyer shall reimburse Seller.
SELLER’S PRODUCTS ARE OFFERED FOR EXPERIMENTS, DEVELOPMENT, RESEARCH AND INVESTIGATION USE ONLY. They are NOT intended to be used as drugs, food additives, cosmetic, household chemicals, or other inappropriate applications. Seller does not warrant that Buyer’s use of a product sold will not infringe any Korean or other patents. The listing of Seller’s materials in its catalog does not constitute a license to, or a recommendation for, its use in infringement of any patent. Seller reserves the right, for substantial reasons, to limit sales of products or not to sell its products to any customers.
The information included in Seller’s catalog has been obtained from normally reliable and dependable sources and is correct to the best of Seller’s knowledge; however, Seller does not make any guarantee of such information. Seller warrants that it has legal title to the products delivered. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SELLER MAKES NO OTHER REPRSENTATIONS OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO SELLER’S PRODUCTS, WHETHER USED ALONE OR IN CONNECTION WITH ANY OTHER SUBSTANCE.
Goods supplied are intended for laboratory research and development purposes. In particular, for the avoidance of doubt, no warranty is given as to suitability for food, drug, agricultural, cosmetic or household use. This condition is in substitution for and (to the extent permitted by law) excludes all conditions, warranties and terms as to satisfactory quality and fitness whether express or implied and whether conferred by statute, common law or otherwise provided that nothing in this condition shall exclude or limit Seller’s liability for fraudulent misrepresentation. Seller reserves the right, at our sole discretion, to limit sales of goods or not to sell goods to any customer, notwithstanding the receipt and acceptance of an order. Notwithstanding the generality of the foregoing, Seller reserves the right not to deliver goods to private individuals and/or to what is or may appear to be a residential address.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, BUYER’S EXCLUSIVE REMEDY, FOR ANY CAUSE OR CLAIM WHATSOEVER, INCLUDING BUT NOT LIMITED TO ALLEGED 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 PRODUCT IN RESPECT TO WHICH THE CLAIM IS MADE, EXCEPT CLAIMS FOR LIABILITIES ARISING FROM PERSONAL INJURIES CAUSED TO BUYER BY THE SELLER’S PRODUCTS, OR PROPERTY DAMAGES SUSTAINED BY BUYER BECAUSE OF THE INTENTIONAL ACT OR GROSS NEGLIGENCE OF SELLER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, 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.
Buyer represents and warrants that it’s use of the products ordered will not violate any law or regulation. 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 PRODUCT, WHETHER USED ALONE OR IN COMBINATION WITH ANY OTHER SUBSTANCE.
Seller shall not be liable to the customer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of Seller’s obligations in relation to the goods, if the delay or failure was due to any cause beyond Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Seller’s reasonable control:
The customer will not in connection with the order 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 UK Bribery Act, FCPA or other applicable anti-bribery laws. We may terminate the order 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.
All orders and contracts concluded under these Conditions shall be governed by the law of the Republic of Korea. In the event any dispute arises between Buyer and Seller out of or in relation to the contract, including any dispute regarding its breach, termination, validity or interpretation, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If the dispute has not been resolved through friendly consultations within thirty (30) days after one party has served written notice to the other party requesting the commencement of consultations, then the dispute shall be submitted to a court having jurisdiction over the parties in accordance with the Civil Procedure Act.
The parties hereby agree that any judgment rendered in accordance with this clause shall be final and binding, and the parties further agree that such judgment may be enforced by any court having jurisdiction over the party against whom the judgment has been rendered or against the assets of such party wherever the same may be located.
Each product is accompanied by a Material Safety Data Sheet (“MSDS”) in compliance with the OSHA Hazard Communication Standard. If one is not immediately available, then a copy will be sent to customers as soon as possible. Seller strongly recommends that Buyer reviews all safety information available to ensure safe use of products. If an MSDS is needed prior to shipment of a product, or in case of an emergency, then please contact Seller’s Customer Service Department. To the extent permitted by applicable law, Seller furnishes the information on each MSDS without warranty.
At Buyer’s request, Seller may furnish technical assistance and information with respect to products sold. Unless otherwise agreed, all such technical assistance and information will be provided without any representation or warranty, and Buyer, as the user, assumes sole responsibility for results obtained in relying on this information. Seller makes no warranties of any kind or nature with respect to technical assistance or information provided. Any suggestions by Seller regarding use, application, or suitability of the products shall not be construed as an express or implied warranty.
All of Seller’s products should be handled only by qualified and trained individuals. In purchasing these products, 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 of the products it purchases from Seller, it is fully aware and knowledgeable about (a) the health and safety hazards associated with the handling of the products purchased; (b) industrial hygiene controls necessary to protect its workers from such health and safety hazards; (c) the need to adequately warn relevant individuals and personnel of health and safety hazards associated with products; and (d) all other government regulations regarding the use of and exposure to such products.
Seller’s products may not be listed in the chemical substances inventory under the Chemicals Control Act. Buyer represents and warrants that the use of the products purchased from Seller will be in full compliance with the Chemicals Control Act and its regulations.
These Conditions are executed in the Korean language and an English version is prepared and attached for reference purposes only. The Korean version shall be the binding version.