TERMS AND CONDITIONS

ACCEPTANCE GOVERNING PROVISIONS:

In these General Terms and Conditions (the “Conditions”) “Seller”, “we,” “us,” and “our” means American Custom Chemicals Corporationor ACC Corporation (ACCC) that is processing this order of purchase of goods. “Buyer”, “you” and “your” means the person, company or other legal entity that orders or buys goods from American Custom Chemicals Corporation(ACC Corporation) and in each case their respective successors and/or assigns. By using any part of this website and /or ordering any product from the American Custom Chemicals websites, the Buyer agrees to the following terms and conditions:

TERMS AND CONDITIONS OF SALE:

  1. All orders are accepted and shipped subject to, and expressly conditioned upon the terms and conditions contained herein, and upon our assent thereto. No other terms and conditions whether printed on your purchase order or otherwise, will be binding on us unless agreed to in writing and signed by an officer or other authorized representative of the seller.

  1. Sales Restrictions: ACCC does not sell to individuals and does not allow storefront or face-to-face sales. Customers must purchase through a business, college, university, or research institution. We reserve the right to refuse sale to any individual or institution for reason at any time.

  1. Pricing:

    • Prices as quoted (in US Dollars) in the American Custom Chemicals Corporation catalog are for products in stock only, and shall apply accordingly upon conclusion of the contract.

    • Prices do not include value-added tax, shipping and handling costs or fees for credit card processing, bank wires, or hazardous products, and are subject to change without notice.

    • For products that need to be custom synthesized or manufactured again, prices will be provided on receipt of inquiry. All quotes are valid for 10 days only as we cannot guarantee that the material will be in stock after that.

    • For new business relationships, American Custom Chemicals Corporation requires advance payment for the first order or until it is satisfied that the client is not a credit risk. Additionally, regular clients may be asked to prepay for orders if they don't place a minimum of one order a month.

  1. Payments: Unless otherwise specified in a written quotation we provide to you or written contract between the parties, goods will be billed at the price in effect at the time shipment is made. Such prices shall be subject to change without notice.

    • Terms of sale are net 30 days (for our regular US clients) from date of invoice, in U.S. Dollars (USD). First time customers are required to pay in advance.

    • If you default in making any payment to us when due we, at our option and without prejudice to our other lawful remedies, may defer delivery or cancel the contract. A late fee of US $150 is applicable on late payments. We, at our discretion, may increase this late fee if the payment is past due for 30 days or more.

    • If you provide a purchase order number which proves to be erroneous or invalid, you agree to pay the invoice(s) upon receipt of a "proof of delivery" and/or a "proof of shipment" signed and executed bill of lading/air bill from us. Unless specified otherwise in a written quotation that we provide to you or written contract between the parties, goods will be billed at the price in effect at the time shipment is made. Such prices changes will be automatically applied to the invoice.

  1. Currency Conversion: The currency converter is to display approximate prices in select local currencies and is not to be used to calculate final price in U.S. dollars (USD).

  1. Delays: We shall not be liable for any loss, damage or penalty as a result of any delay in or failure to synthesize, deliver or otherwise perform hereunder due to any cause beyond our reasonable control, including without limitation, unsuccessful reactions, act of Buyer, embargo or other governmental act, regulation or request affecting our business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.

  1. Taxes and Other Charges: Any use tax, sales tax, excise tax, duty, inspection or testing fee, or any other tax, fee or charge imposed by any governmental authority, on or measured by the transaction between us shall be paid by you in addition to the prices quoted or invoiced. If we are required to pay any such tax, fee or charge, you shall reimburse us or provide us at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge. Charges such as credit card processing fees, bank wire charges, check processing fees and returned transaction fees will be borne by you.

  1. Product Usage: Our products are meant for research and development purposes only. They are not meant for internal human use, or any other purposes including but not limited to foods, drugs and medical devices, in vitro diagnostic purposes, ex vivo or in vivo therapeutic purposes, cosmetics or for any commercial purposes. As the buyer you guarantee the following:

    • The products purchased from us and/or materials produced with products purchased from us will be properly tested, used, manufactured and marketed in strict compliance with all applicable laws and regulations, now and hereinafter enacted by your country and by the United States.

    • Unless agreed upon in writing by our authorized representative, the purchase of goods only conveys to you the non-transferable right for only you to use the quantity of goods and components of goods purchased in compliance with the applicable intended use statement, limited use statement or limited label license, if any, in our catalogs or on the label or other documentation accompanying the goods. All such statements or licenses being incorporated herein by reference as if set forth herein in their entirety. Unless otherwise authorized, no right to resell the goods, or any portion of them, is conveyed hereunder.

    • Any material produced with products bought from us shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act USA and shall not be made into materials which may not, under Sections 404, 505, or 512 of the Act, be introduced into interstate commerce. Should you use or sell the goods for any use other than research, you shall conduct all necessary tests, comply with all applicable regulatory requirements, issue all appropriate warnings and information to subsequent purchasers and/or users and be responsible for obtaining any required Intellectual Property rights

    • Our goods may not be on the Toxic Substances Control Act (TSCA) inventory as they are intended primarily for research purposes. You assume responsibility to ensure that the goods purchased from us are approved for use under TSCA, if applicable. You will comply with all requirements necessary to maintain the R&D exemption, including using the R&D substance under the supervision of a technically qualified individual, maintaining all necessary labeling, and providing all necessary notifications. You will use or sell (if otherwise so authorized) the R&D substance exclusively for R&D purposes or specified exempt commercial purposes. You specifically agree and warrant that you will not sell or distribute the R&D substance to consumers.

    • You have the responsibility to conduct any research necessary to learn the hazards involved for any of your uses of goods purchased from us and to warn your customers, employees and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the goods. By buying our products, you agree to comply with instructions for use of the goods furnished by us, if any, and not to misuse the goods. If the goods purchased from us are to be repackaged, relabeled or used as starting materials or components of other products, you will verify our assay of the goods, qualify the goods provided by us for such applications, and comply with all governmental requirements relating to labeling or providing other communications to customers. You acknowledge that we provide Material Safety Data Sheets (SDS) for our products, and that they are available electronically on our website or by emailing our customer department, and that you are willing and able to access SDS by these means. You also agree to inform your employees of the risks, if any, involved in using or handling the goods and to train and equip them to handle the goods safely.

    • You acknowledge that products received from us are subject to U.S. export control laws and regulations. You will not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any products or technology (including products derived from or based on such technology) received from us to any destination, entity, or person prohibited by the laws or regulations of the United States, or use the product for any use prohibited by the laws or regulations of the United States and/or your local jurisdiction, without obtaining prior authorization from the competent government authorities as required by those laws and regulations

  2. Indemnity: You shall, at your own expense, indemnify us, defend us and hold us harmless from and against any and all losses, damages and expenses that we may incur as a result of any claim of negligence, breach of implied warranty, strict liability in tort, or other theory of law, by you, your officers, agents or employees, your successors and assigns, and your customers. This includes reasonable attorneys’ fees and other costs of defending any action. This applies whether direct or indirect, in connection with the use or resale of any goods sold pursuant hereto either as a standalone product or a component part or raw material of another product, or by reason of your breach of or failure to perform any of your obligations hereunder, except in case of a breach by us of the express warranty set forth below in Warranty Section herein. You shall notify us promptly of any incident involving goods sold pursuant hereto resulting in personal injury or damage to property, and you shall fully cooperate with us in the investigation of such incident and provide us with all related statements, reports and tests available to you.

  3. Technical Assistance: Unless otherwise agreed, all technical assistance and information we provide to you regarding the goods will be provided, free of charge, and you assume sole responsibility for results obtained in reliance thereon. We make no warranty regarding such technical assistance or information. This information can change over a period of time and Seller is not liable for any changes that may occur. The Seller may provide updated information to the buyer for a small fee but makes no warranty for such information.

  1. Miscellaneous: The Contract shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the principles of conflicts of laws. Our exercise of any option or failure to exercise any rights hereunder shall not constitute a waiver of our rights to damages for breach of contract and shall not constitute a waiver of any subsequent failure, delay, or breach by you. We may assign our rights and/or obligations under the Contract to any person in whole or in part.

WARRANTY

We warrant to you, our direct customer, that our goods shall conform substantially to the description of such goods as provided in our catalogs and literature accompanying the goods until their respective expiration dates or, if no expiration date is provided, for 3 months from the date of your receipt of such goods. THIS WARRANTY IS EXCLUSIVE, AND WE MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Our warranty shall not be effective if we determine, in our sole discretion, that you have altered or misused the goods or have failed to use or store them in accordance with instructions furnished by us. Our sole and exclusive liability and your exclusive remedy with respect to goods proved to our satisfaction (applying analytical methods reasonably selected by us) to be defective or nonconforming shall be the replacement of such goods free of charge, upon the return of such goods in accordance with our instructions, although at our discretion we may provide a credit or refund in accordance with our return policies. IN NO EVENT SHALL WE BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES . If we manufacture custom goods for you based on instructions, specifications, or other directions you provide to us, we shall not be liable for the lack of sufficiency, fitness for purpose or quality of the goods to the extent attributable to such instructions, specifications, or other directions. We shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond our reasonable control.

COMPLIANCE WITH LAWS AND REGULATIONS

We certify that, to the best of our knowledge, our goods are produced in compliance with all applicable federal, state, and local statutes, rules, regulations, ordinances, and orders. This includes applicable requirements of the Fair Labor Standards Act, as amended, the Occupational Safety and Health Act of 1970 and Executive Order 11246. We have a written Affirmative Action Program and annually file Standard Form 100 (EEO-1). We do not discriminate against any employee or prospective employee because of race, creed, color, national origin, sex, age or handicap, nor permit discrimination in any form nor maintain segregated facilities for our employees. We actively pursue employment of minorities, females, handicapped, disabled veterans and veterans of the Vietnam era. We use our best efforts to award contracts to, and place purchase orders with, minority business enterprises, with labor surplus area concerns and small business concerns

INTELLECTUAL PROPERTY RIGHTS

  1. We warrant to you that the manufacture and sale by us of goods manufactured by or for us without reliance upon instructions, specifications, or other directions provided by you and delivered hereunder, to our knowledge will not infringe the claims of any patent, trademark or copyright (“Intellectual Property”) of any third party. Any patented products available would be for research and development purposes only as permitted under CFR 35 section 271(e)(1) or directive 2001/82/EC and directive 2001/83/EC (amendment 2004/27/EC) of the European Parliament, under research exemption in accordance with 35 USC 271(e) +A13(1) in the US, section 69.1, of the Japanese Patent Law in Japan, Section 11, No. 2 of the German Patent Law and Section 60 Par 5b of the UK Patents Act. With respect to the exceptions stated above, patented products will not be sold or shipped to countries with active patents thereof.

  2. We do not warrant that the manufacture and sale by us of goods manufactured in reliance upon instructions, specifications, or other directions provided by you or your use or resale of goods delivered hereunder will not infringe the claims of any Intellectual Property of any third party. Should there be a lawsuit resulting from the above infringement, you will bear the responsibility and cost of settling the litigation

WEBSITE USAGE:

  1. Updates to Website Usage: We may modify this website and the rules and regulations governing its use or the purchase of items from it at any time. Modifications will be posted on the website, so please check back when you use the website. By continuing use of the website after such changes are posted you will be accepting such changes.

  2. Links to third party sites: Any third party links listed on this website are purely for business and /or reference purposes only. The company is not responsible for these third party sites or any information collected by them directly from you. Please read the privacy policy for any such site before using it

  3. Security: The company takes reasonably possible precautions to protect your information. However, no data transmission over the Internet, wireless transmission or electronic storage of information is guaranteed to be 100% secure. To that effect, usage of our website and any information you submit to the site is at your own risk.

  4. Violations and Additional Policies: We reserve the right to seek all remedies available at law and in equity for violations of the rules and regulations set forth in this website, including the right to block access from a particular Internet address to the website.