terms and conditions

Agreement
This Order represents the sole and entire agreement and understanding between the parties and supersedes and replaces all previous contracts or understandings, written or oral, with respect to the Unit. No amendment of the terms hereof will be binding unless signed by Customer and by ELEMENTSCHEM.

Purchase and sale 

THE CUSTOMER irrevocably agrees to purchase from ELEMENTSCHEM INTERNATIONAL LIMITED (“ELEMENTSCHEM”), the products described on the order confirmation (the “Goods”), subject to the terms and conditions of this Order; and ELEMENTSCHEM upon execution of this Order, agrees to sell the Goods to CUSTOMER.

Payment 

Customer must make payment in full once order has been placed, Prices stated on the Order confirmation are net and do not include withholdings and other taxes, VAT, levies, duties, surcharges, customs, or deductions of any nature whatsoever, which shall be paid by CUSTOMER.

The CUSTOMER shall make payment in accordance with the terms stated and may not suspend its payment obligations or set-off or deduct any amount charged by ELEMENTSCHEM for any reason. 

Delivery 

The Goods shall be delivered as per the terms stipulated on the Order confirmation; ELEMENTSCHEM shall use reasonable effort to adhere to the Anticipated Delivery Date stated on the Order confirmation, but ELEMENTSCHEM shall not be liable for any loss resulting from any delay in delivery, nor shall the CUSTOMER be entitled to cancel the Order by reason of failure to deliver by the Anticipated Delivery Date.

The CUSTOMER acknowledges that the Goods may be delivered in partial shipments, each deemed as a separate sale and default of ELEMENTSCHEM in respect of any one or more shipments shall not entitle CUSTOMER to repudiate, terminate or rescind the Order in respect of other shipments.

Risk and Damage 

Risk of loss or damage to the Goods shall pass to CUSTOMER upon Delivery. The Goods shall remain the personal property of, and the title thereto shall remain exclusively with ELEMENTSCHEM, unless and until ELEMENTSCHEM receives all payments due for the Goods and in respect of the Order, including any additional payments due in respect of delivery. The “CUSTOMER” irrevocably undertakes to comply with any formality required under applicable law and/or place of Delivery applicable law, in order to register the title retention of ELEMENTSCHEM pursuant to the provisions hereunder;
Before ELEMENTSCHEM has received full payment of the Price stipulated on the Order confirmation, CUSTOMER shall not sell, lease or otherwise dispose of the Goods, shall take proper care of the Goods and shall keep the Goods free and clear from any and all liens, pledges, security interests, encumbrances and rights of any third party, except those created by ELEMENTSCHEM. The CUSTOMER shall give ELEMENTSCHEM immediate notice of any judicial process or encumbrance affecting the Goods and shall indemnify and hold ELEMENTSCHEM harmless against any loss or damage caused thereby, including, without limitation, court costs, reasonable legal fees and expenses.

All Goods are to be inspected within 24 hours of arrival of the carrier, and prior to unloading the Goods into CUSTOMER premises (“Inspection”). CUSTOMER shall conduct inspection by a reputable firm verifying that the Goods conform to the specifications mentioned on the Order confirmation and/or any separate agreement, document or instrument attached hereto. In the absence of Inspection and/or upon lapse of time for Inspection and/or upon affirmative result of Inspection, CUSTOMER shall be deemed to have accepted the Goods and Delivery, and CUSTOMER shall have no right to reject the Goods and/or shall have no right of claim of whatever kind or sort. 

Claims for defective Goods, shortage or failures in shipment or Delivery, shall be deemed waived and released by CUSTOMER, unless made in writing within 24 hours following Inspection or 3 days following Delivery, provided, however, that under no circumstances shall ELEMENTSCHEM be liable for consequential, indirect or other damages, losses, or expenses, in connection with such defective Goods, shortage or failures in shipment or Delivery or by reason of the use of or inability to use Goods purchased for any purpose.

In no case are Goods to be returned without first obtaining ELEMENTSCHEM’s written approval.

Liabilities and Obligations 

ELEMENTSCHEM warrants, subject to Conditions of Order, that (a) the Goods shall conform with the specification stated on the Order confirmation and (b) at the time of Delivery, the Goods shall be adequately contained, packed, and labelled and conform to the statements made on any container, packaging, or label. This warranty applies only if ELEMENTSCHEM has received a written notice from CUSTOMER giving details of the defective or non-conformity of the Goods.
ELEMENTSCHEM, its affiliates, suppliers, licensors or manufacturers be liable, in contract or in tort, for any special, incidental, indirect loss, cost or expense, including, but not limited to loss of business profits, business interruption, loss of information, loss of use, loss of or damage to data or records, damage to goodwill, and all other consequential or incidental damages of CUSTOMER and/or its clientele suffered for, incurred by CUSTOMER or clientele arising from the Goods or non-delivery of the Goods or non-conformity of the Goods or otherwise. 

Insurance 

Until title to the Goods has passed to CUSTOMER in accordance with Condition above, Customer, at its own expense, shall maintain the following a standard “All Risk” property insurance with a reputable insurance company acceptable to ELEMENTSCHEM. The insurance shall be for an amount of at least the ELEMENTSCHEM’s list price of the Goods. Such insurance shall name ELEMENTSCHEM as beneficiary in respect of the Goods. The aforesaid insurance shall be primary cover, and in no event shall any insurance of ELEMENTSCHEM be called upon to contribute to any loss relating to or arising out of the Order. The insurance shall be in effect and shall be evidenced by a certificate of insurance with all necessary endorsements.

The insurance shall provide for at least thirty (30) days’ prior written notice to ELEMENTSCHEM in the event of any cancellation, non-renewal or material change in coverage, and upon request by ELEMENTSCHEM, CUSTOMER shall provide a copy of all endorsements or other documentation relating to such insurance policies.

Various 

Weight & Quantity.
CUSTOMER acknowledges that the weight indicated in the Order confirmation shall be conclusive and binding upon measurement made at shipping point. Quantity of Goods shall be deemed conclusive and binding as indicated in the respective Bill of Lading and/or weight bill attached to this Order pursuant to confirmation issued by tank installation or appointed Surveyor at loading point. ELEMENTSCHEM reserves the right to deliver against any Order an excess or deficiency up to 11% of weight or volume ordered.

Storage & Finance Fee.
Without derogating from any other rights of ELEMENTSCHEM herein, CUSTOMER irrevocably undertake to indemnify ELEMENTSCHEM for any and all costs and expenses incurred by ELEMENTSCHEM relating to and/or connected with storage of Goods after Anticipated Date of Delivery and in the event that CUSTOMER did not lift up (taken Delivery), in whole or in part of the Goods, which such obligation to reimburse ELEMENTSCHEM. 

Discharge Time.
CUSTOMER acknowledges that for CPT/ CIP/ DAP/ DAT and/or DDP deliveries, a 2 hours discharge time is free of charge. Discharge time starts on arrival of truck at destination. Following such initial two hours, CUSTOMER shall pay ELEMENTSCHEM a demurrage fee per hour. 

Assignment.
Customer may not assign any of its rights or obligations hereunder to any party. ELEMENTSCHEM may delegate or assign any of its duties hereunder to any party that ELEMENTSCHEM considers qualified to perform that duty.

Failure.

ELEMENTSCHEM shall not be liable for any delay or failure in the performance of its obligations under this Order when such delay or failure is caused in whole or in part by circumstances beyond its reasonable control or preventing or hindering performance.

Confidentiality/GDPR.
CUSTOMER shall keep confidential and not disclose to any other party all information, data, suppliers name or otherwise received from ELEMENTSCHEM and undertakes to use such information and data solely in connection with the purpose of this Order. CUSTOMER shall not inform third parties of the contents of this Order, including the prices mentioned herein, without the prior written approval of ELEMENTSCHEM.