Xtalpi (“we” or" Seller") agrees to provide the specified chemical ("Product") or service as requested by the buyer ("Buyer") in accordance with the following terms and conditions. Please read them carefully as they affect the Buyer's rights and liabilities under law. By submitting a purchase order, the Buyer acknowledges and agrees to adhere to these terms and conditions.
All prices are quoted in U.S. dollars. We reserve the right to adjust prices without prior notification.
The prices quoted do not include any sales, use, excise taxes, or any other taxes, duties, or fees imposed by government authorities. The buyer is responsible for paying all such taxes, duties, fees, customs, inspection, and testing charges.
Payment is due within thirty (30) days of the invoice date, unless a different payment term is agreed upon in writing. We may charge a late payment interest of 3% per month on any overdue amount. The buyer is responsible for any bank fees associated with international transactions.
Upon delivery, the Buyer is required to thoroughly examine the goods and report any discrepancies, damages, or defects to the Seller within 15 days. Failure to notify the Seller within this timeframe will result in the Buyer's acceptance of the goods as is, and no further claims can be made. Returns must receive prior approval from the Seller and may incur a restocking fee of 20%. Returned items must be in their original, unused condition and accompanied by the Seller's invoice, and a detailed explanation for the return. The Seller agrees to offer a complimentary return or exchange for any products that do not meet quality standards. The Seller reserves the right to refuse returns of any opened chemicals or items that were specially ordered for the Buyer.
The products provided are exclusively intended for use in research and development laboratories. They are not to be used on humans or animals. Only qualified individuals with appropriate training in laboratory practices and awareness of potential chemical risks should handle these products. The Buyer assumes full responsibility for the proper use, potential misuse, and safe disposal of all purchased compounds.
The Buyer is responsible for testing the material to ensure it meets the specified compound requirements prior to use. The Seller will not provide a warranty or refund if any issues are discovered after the material has been utilized. The Seller guarantees that at the time of delivery, the Products will conform to the described quality standards. This warranty is the sole warranty provided by the Seller, and no other warranties, whether explicit or implied, including but not limited to warranties of title, merchantability, suitability for a particular purpose, and non-infringement, are offered. The Seller's only obligation is to replace the product at no cost or to refund the purchase price if the products are returned following the Seller's instructions.
The Seller shall not be held responsible for any indirect, incidental, special, or consequential damages, or any damages whatsoever suffered by the buyer or any third party, arising from the use, misuse, or failure of the products. This includes, but is not limited to, loss of use, loss of work, loss of work in progress, loss of revenue or profit, any liability of the buyer to a third party, or any other damage or loss caused by the product, including personal injury or property damage. However, if such personal injury or property damage is a result of the Seller's gross negligence, this limitation shall not apply. The Seller's total liability for damages under this agreement shall not exceed the amount paid by the buyer for the product that caused the liability.
This Agreement and the performance, breach, or termination hereof shall be interpreted, governed by, and construed in accordance with the laws of Hong Kong, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The United Nations Convention on Contracts for International Sale of Goods will not apply to this Agreement.
The Parties shall use good faith efforts to resolve disputes arising under this Agreement amicably. In the event that the Parties are unable to resolve any such dispute within ten (10) business days after such dispute arises, then any such dispute shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the Arbitration Rules of the Hong Kong International Arbitration Centre (“HKIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Hong Kong. The Tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English.
The seller reserves the right to update these Terms from time to time and any changes will be notified to the buyer via a suitable announcement on the Website. It is the buyer's responsibility to check for such changes. The changes will apply to the use of the Website after the seller has given such announcement. If the buyer does not wish to accept the new Terms, they should not continue to use the Website.
If the buyer continues to use the Website after the date on which the change comes into effect, their use of the Website indicates their agreement to be bound by the new Terms. The seller may also modify or withdraw, temporarily or permanently, this Website and the material contained within (or any part) without notice to the buyer, and the buyer acknowledges that the seller shall not be liable to them for any modification to or withdrawal of the Website or its contents.