Terms & Conditions

Affiliate means any entity that controls, is controlled by, or is under common control with a party.

Buyer means CHEMXE. Seller means the supplier providing goods or services to CHEMXE.

Contract means the agreement between CHEMXE and the Seller including any purchase order and these Terms.

Goods means all products, materials, equipment and deliverables supplied by the Seller.

Services means all activities performed by the Seller for CHEMXE.

Work means all Goods, Services, documents and related obligations the Seller must provide under the Contract.

Documents means all drawings, specifications, manuals, certificates and information required to support the Work.

These Terms apply to every purchase unless CHEMXE agrees otherwise in writing. Any terms proposed by the Seller are rejected unless expressly accepted by CHEMXE. The Seller accepts the Contract by written confirmation or by performing any part of the Work.

The Seller shall perform all Work with professional skill, care and diligence; supply Goods that are new, of satisfactory quality and fit for purpose; comply with all applicable laws and industry standards; assign trained and qualified personnel; deliver all Documents required for correct installation, use and maintenance; maintain appropriate quality systems; and conduct all operations safely and without causing environmental harm.

CHEMXE may inspect the Work at any time.

CHEMXE retains full ownership of any information, documents, materials or equipment it provides. The Seller shall protect them, use them only for the Contract, and return them when instructed.

The Contract Price is fixed unless CHEMXE agrees otherwise in writing. The Price includes all costs related to performance of the Work. The Seller is responsible for all taxes arising from its performance except where law requires CHEMXE to withhold tax. CHEMXE will issue withholding certificates on request.

The Seller shall issue invoices only after completion and delivery of the Work unless the Contract allows staged billing. Payment terms are sixty days from receipt of a correct invoice. CHEMXE may withhold amounts that are incorrect, insufficiently documented, or disputed.

Payment does not constitute acceptance of the Work.

CHEMXE may request changes to the Work. The Seller shall not implement any change without CHEMXE written approval. If a variation affects price or schedule, the Seller must notify CHEMXE promptly. If the Seller fails to notify within fourteen days, it loses the right to claim adjustments.

Delivery shall follow the agreed Incoterm. If no Incoterm is stated, delivery shall be FCA Seller premises under Incoterms 2020.

Title to Goods passes to CHEMXE upon payment or delivery, whichever is earlier. Risk passes only at the point defined by the Incoterm. Partial deliveries are allowed only with CHEMXE approval.

Time is of the essence. The Seller must immediately notify CHEMXE if the Work is delayed. If the Seller fails to notify, CHEMXE may recover costs that could have been avoided.

CHEMXE may claim liquidated damages of 0.2 percent of the Contract Price per day of delay up to a maximum of 10 percent. If the maximum level is reached, CHEMXE may terminate the Contract for default.

The Seller shall provide packing lists, certificates, test reports and other required documents before dispatch. All hazardous materials must be correctly labelled and compliant with law.

The Seller warrants that all Work complies with the Contract, is free from defects, is suitable for its intended use, and includes valid title free from any charge.

The warranty period is twenty four months from delivery or completion. The Seller shall correct defects at its own cost. If the Seller fails to do so promptly, CHEMXE may correct the defect and charge the Seller.

CHEMXE may terminate immediately if the Seller breaches the Contract and does not remedy within fourteen days, becomes insolvent, shows inability to perform, or accumulates maximum delay damages.

Upon termination for default, CHEMXE may recover all payments and claim losses caused by the default. CHEMXE may also terminate for convenience with thirty days notice. The Seller will be paid for Work completed up to the termination date.

All intellectual property created as part of the Work shall belong to CHEMXE. The Seller grants CHEMXE a permanent royalty free licence to use all documents, software and materials necessary to use or maintain the Goods. The Seller shall ensure the Work does not infringe any rights and shall indemnify CHEMXE against claims.

All CHEMXE information is confidential and may only be used for performance of the Contract. These obligations remain in force for five years after termination.

The Seller shall indemnify CHEMXE against injury or death of Seller personnel, loss or damage to Seller property, loss or damage to the Work before risk passes, and claims by third parties arising from Seller acts. The Seller shall maintain appropriate insurance.

Except for fraud, gross negligence, or obligations under indemnities, the Seller total liability shall be limited to the Contract Price.

A party is not liable for failure caused by events beyond reasonable control such as war, natural disasters, or government actions. The affected party shall notify the other promptly. If force majeure continues for more than sixty days, CHEMXE may terminate.

The Seller shall comply with all applicable laws including privacy, labour, human rights and anti corruption laws. Failure is a material breach.

All notices shall be in English and in writing. The Contract is the entire agreement. Rights that survive termination remain effective. No failure to enforce a right constitutes a waiver.

The Contract shall be governed by the laws of England and Wales. Any dispute that cannot be resolved between the parties shall be finally resolved by arbitration in London under the LCIA Rules. Proceedings shall be in English. The decision shall be final and binding.

Seller means CHEMXE. Buyer means the customer purchasing goods or services. Goods means products supplied by CHEMXE. Services means activities performed by CHEMXE. Work means all Goods, Services and related deliverables.

These Terms apply to all sales unless CHEMXE agrees otherwise in writing. Any Buyer terms are rejected unless expressly accepted.

A contract forms only when CHEMXE issues a written order confirmation or starts performance. Quotations are not binding unless stated otherwise.

Prices are as stated in the order confirmation. Payment is due within the agreed period. Late payments may incur interest at three percent above the London Interbank rate. CHEMXE may suspend deliveries if payments are overdue.

Delivery follows the agreed Incoterm. If none is stated, delivery is FCA CHEMXE warehouse under Incoterms 2020. Risk passes to the Buyer according to the Incoterm. Title passes only when full payment is received.

CHEMXE warrants that Goods meet the stated specifications at the time of delivery. The warranty period is twelve months unless otherwise agreed. CHEMXE obligations for defects are limited to repair, replacement or credit at CHEMXE option.

CHEMXE is not liable for defects caused by improper storage, installation, use or maintenance by the Buyer.

CHEMXE shall not be liable for loss of profit, loss of business, loss of production, or indirect or consequential losses.

CHEMXE total liability shall not exceed the Contract Price except in cases of fraud or wilful misconduct.

Neither party is liable for delays or failure caused by events beyond reasonable control. If such an event lasts more than sixty days, either party may terminate the affected portion of the Contract.

The Buyer shall comply with all applicable laws relating to storage, use, transport and handling of the Goods. The Buyer is responsible for ensuring the Goods are suitable for its intended application unless CHEMXE expressly accepts responsibility.

All intellectual property created by CHEMXE remains owned by CHEMXE. The Buyer receives a licence to use documents and software only for operation of the Goods.

All commercial information received from CHEMXE is confidential and shall not be disclosed except as required by law.

CHEMXE may terminate the Contract if the Buyer fails to pay or becomes insolvent. Upon termination, all outstanding invoices become immediately due.

The Contract shall be governed by the laws of England and Wales. Any dispute shall be resolved by arbitration in London under the LCIA Rules. The language shall be English. The award shall be final and binding.