Terms of Sale

Last Updated: 2025 January 28

Seller. As used herein, "Seller" means DigiChem Corporation, a Delaware corporation.

DigiChem Quotes. DigiChem provides a Quote ("Quote") for the Buyer's substance(s) based on a molecular structure submitted by Buyer to Seller. Any change to the molecular structure requires an updated Quote. Quotes are valid for 30 days, after which pricing may change without notice. Seller reserves the right to correct clerical and other typographical errors in any Quote. If an order includes stereochemistry or specific purity specifications, it is Buyer's responsibility to provide the relevant information, and to ensure to indicate this in the quotation request and to check if this is reflected correctly in the Quote.

Offer and Contract Acceptance. These Terms and Conditions of Sale, together with a valid Quote, form a legally binding agreement (the "Agreement") and contains the entire understanding between Buyer and Seller for the goods and services provided by Seller and supersede any and all other agreements, representations and understandings of the parties, if any, whether oral or in writing. Buyer is deemed to have accepted this Agreement when it accepts a Quote or issues a purchase order or other writing expressing the Buyer's intent to proceed with the Agreement. This Agreement will govern any and all Seller accepts from Buyer and/or Buyer's authorized purchasers based on the Quote provided to Buyer. The terms and conditions contained herein shall be the only terms that shall govern the purchase and sale of the goods and services between Buyer and Seller, and no other terms and conditions shall apply and are hereby expressly excluded.

Delivery; Quantity; Title. Any stated delivery time represents Seller's intended or typical delivery time, but actual delivery times may vary. Seller reserves the right to limit quantities at any time. Any orders that exceed published quantity limits shall require Seller's prior approval.

Price and Terms of Payment. All prices are quoted, and payments shall be made in U.S. Dollars and are exclusive of freight, shipping, special packaging or handling, duties, and unless specifically stated otherwise, all applicable taxes. Payment terms are net thirty (30) days from the invoice date, and full payment is due prior to shipment unless Seller has agreed to extend credit in writing. If credit is extended by Seller, it may be terminated or modified at any time and Buyer shall pay interest on unpaid balances at the rate of 1.5% per month on any balance outstanding more than thirty (30) days from the invoice date. Buyer shall pay all of Seller's costs of collection, including reasonable attorneys' fees and court costs.

THIS WARRANTY IS EXCLUSIVE, AND SELLER MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

Seller's warranties made in connection with this sale shall not be effective if Seller has determined, in its sole discretion, that Buyer has misused the products in any manner or has failed to use them in accordance with applicable instructions.

SELLER SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LAW WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY SELLER, OR ANY UNDERTAKING, ACTS OR OMISSIONS RELATING THERETO. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER SPECIFICALLY DISCLAIMS ANY LIABILITY FOR PROPERTY DAMAGES, PENALTIES, SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT OR REVENUE), PERSONAL INJURY OR ENVIRONMENTAL DAMAGES, WHETHER BASED UPON WARRANTY, CONTRACT, NEGLIGENCE, OR STRICT LIABILITY ARISING IN CONNECTION WITH THE PRODUCTS SOLD OR THE USE OR INABILITY TO USE SUCH PRODUCTS.

Indemnification. Buyer agrees to defend, indemnify and hold harmless Seller (and its employees, representatives and agents) from and against all claims, liabilities, losses, damages, penalties, fines, and expenses (including attorney's fees, court costs and litigation expenses) arising out of, or from or related to: (i) Buyer's use of the Goods; and (ii) Buyer's breach of these Terms and Conditions of Sale and/or the breach of the representations, warranties and covenants made by Buyer in connection with these Terms and Conditions of Sale.

Buyer Intellectual Property. Buyer shall retain sole ownership of the copyright in files, all text, illustrations, software files and other materials provided by Buyer to Seller as well as of any deliverables provided by Seller to Buyer.

Seller Intellectual Property. Seller retains sole ownership in all proprietary software, and novel processes and procedures developed by Seller for the quoting, analysis, design, automation, and manufacture of custom chemical products ("Seller IP"). Buyer agrees that it has no right or license to use or copy Seller IP. Buyer may use, license and disclose the detailed synthetic scheme and analytical data from the synthesis of Buyer's products ("Synthetic Data") for Buyer's own use in any way Buyer wants. Buyer agrees that it will not disclose Seller IP to third parties or use it to manufacture, or to have a third party manufacture, products using the Seller IP without the prior written consent of the Seller. It is understood that the Synthetic Data is provided with limitations: Synthetic Data is only provided as part of a completed order, not with partial deliveries, and is only warranted to be correct or error-free to the extent it materially affects the compounds as delivered per the quote specification. Accordingly, Seller is under no duty to correct immaterial errors or typos in Synthetic Data if they do not materially impact the Goods.

TSCA/Usage. All products listed for sale are for research purposes only. They are in no way to be used for food, drug, household or any other similar applications. These chemicals are research chemicals (some are new chemical entities), and as such may have little or no published data to enable an accurate assessment of potential risk.

The chemical, physiological, and toxicological properties and hazards of the chemicals have not yet been fully investigated and/or determined. THEREFORE, ALL OF THE CHEMICALS SHOULD BE HANDLED WITH THE FULL PROTECTIONS RECOMMENDED FOR ANY NEW UNKNOWN CHEMICAL SUBSTANCE.

Safety Data Sheets (SDS). We supply SDS to our customers digitally via weblink, in accordance with OSHA Hazard Communication Standard and state laws. Additional SDS are also available to customers upon request.

THE NATURE OF NEW RESEARCH CHEMICALS PRECLUDES COMPLETE KNOWLEDGE. THE SELLER MAKES NO CLAIM AS TO THE COMPLETENESS, CORRECTNESS, CURRENCY, OR COMPREHENSIVENESS OF INFORMATION PROVIDED IN OUR SDS. THE SELLER CANNOT ASSUME ANY RESPONSIBILITY FOR INFORMATION'S CORRECTNESS, COMPLETENESS, CURRENCY OR COMPREHENSIVENESS AND DISCLAIMS ALL LIABILITY FOR ANY DAMAGES, INJURIES OR ILLNESS ARISING OUT OF OR RELATED TO THE USE OF, RELIANCE UPON OR REFERENCE TO INFORMATION CONTAINED IN OUR SDS.

Hazardous Material Disposal. When disposing of a chemical, careful consideration must be given to the chemical and physical properties of the compound. It is imperative all national, state and local laws and regulations are observed.

ALL WASTE DISPOSAL OF CHEMICALS SHOULD BE HANDLED ONLY BY INDIVIDUALS WHO HAVE RECEIVED SPECIFIC CHEMICAL EDUCATION AND TRAINING AND WHO ARE CONVERSANT WITH CHEMICAL HANDLING AND SAFETY PROCEDURES. SIMILARLY, ALL USERS OF CHEMICALS SHOULD BE INSTRUCTED IN THE USE AND SAFE HANDLING OF CHEMICALS. PROPER DISPOSAL METHODS WILL VARY DEPENDING UPON WHAT QUANTITIES AND CONCENTRATION OF THE CHEMICALS ARE BEING USED. REGULATORY REQUIREMENTS ARE CONSTANTLY CHANGING. IT IS VITAL THAT YOU CHECK WITH YOUR COMPANY'S ENVIRONMENTAL HEALTH AND SAFETY OFFICE, AS WELL AS WITH THE RELEVANT GOVERNMENT AGENCIES, FOR GUIDANCE ON DISPOSAL OF ANY GIVEN MATERIAL.

Hazardous Chemicals. Chemicals produced by Seller for Buyer have been made on a research basis only. Their chemical, physiological, and toxicological properties and hazards have not yet been fully investigated and/or determined. THEREFORE, ALL OF THE CHEMICALS SHOULD BE HANDLED WITH THE FULL PROTECTIONS RECOMMENDED FOR ANY NEW UNKNOWN CHEMICAL SUBSTANCE.

When known, hazard class, Merck Index, Chemical Abstract and RTECS Numbers are provided for each chemical. DIGICHEM DOES NOT ACCEPT ANY RESPONSIBILITY FOR THIS INFORMATION'S CORRECTNESS, COMPLETENESS, CURRENCY OR COMPREHENSIVENESS AND DISCLAIMS ALL LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THE USE OF OR RELIANCE UPON THE INFORMATION PROVIDED.

All products should be handled only by individuals familiar with their potential hazards and who have been fully trained in proper safety, laboratory, and chemical handling procedures. SDS will be provided when shipping orders.

If a product is hazardous, the product description will carry a number of 1-9. This number is for one of the nine classes determined by the UN Committee of Experts on the Transport of Dangerous Goods. The 9 classes of Dangerous Goods are:

  1. Explosives
  2. Compressed gases
  3. Flammable and combustible liquids
  4. Flammable solids, spontaneously combustible materials, and materials that are dangerous when wet
  5. Oxidizers and organic peroxides
  6. Toxic materials
  7. Radioactive materials
  8. Corrosive materials
  9. Miscellaneous hazardous materials

Patent Disclaimer. Seller does not warrant that the use or sale of the products delivered hereunder will not infringe the claims of any United States or other patents or other intellectual property rights. No patent or other license expressed or implied is included in any sale. In no event shall Seller's liability for patent infringement exceed the purchase price paid hereunder.

Export Regulations. This Agreement involves products, and/or technical data that may be controlled under the U.S. Export Administration Regulations and may be subject to the approval of the U.S. Department of Commerce prior to export. Diversion contrary to U.S. laws is prohibited.

Technical Assistance. At Buyer's request, Seller may furnish technical assistance and information with respect to Seller's products. Unless otherwise agreed, all such technical assistance and information is furnished gratuitously by Seller and Seller assumes no obligation or liability for the technical assistance and information given or results obtained, all such technical assistance and information being given and accepted at Buyer's risk.

LIMITATION OF DAMAGES. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER FOR BREACH OF ANY WARRANTY, FOR BREACH OF ANY OTHER TERM OF THIS AGREEMENT OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OR DAMAGE TO PROPERTY.

Miscellaneous. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflict of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement. All claims of any nature arising under the Agreement shall be exclusively brought in the federal or state courts of Delaware, and Buyer consents to the exclusive jurisdiction and venue of such courts. Unless otherwise specified in these Terms and Conditions, all notices provided for herein shall be sufficiently given for all purposes hereunder if in writing and delivered personally or sent by email, facsimile, or certified or registered U.S. mail, postage prepaid, return receipt requested. All notices to Seller shall be addressed to the address shown in any applicable Quote. All notices to Buyer shall be addressed to the business or billing address provided by Buyer to Seller. Buyer may not transfer or assign the Agreement or any of Buyer's rights or obligations without the written consent of Seller. Seller may transfer or assign the Agreement or any of its rights or obligations as it deems appropriate and shall notify Buyer accordingly. If any provision in these Terms and Conditions is held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect any other provisions hereof, which shall continue in full force and effect. Seller's failure to insist upon strict enforcement of any provision contained herein, or to exercise any right provided for herein, shall not constitute a waiver of any provision or right by Seller.

English Language. All documents, notices and legal proceedings executed, given or instituted pursuant to or relating directly hereto shall be in the English language, and the meaning of all words and terms hereof shall be construed under the laws of the State of Delaware without regard to principles of conflict of law.