1. Acceptance of Terms

By placing an order with Chemesis (“Supplier”), the purchaser (“Buyer”) agrees to be bound by these Terms and Conditions of Sale. These terms constitute the entire agreement between the parties concerning the sale of products and supersede all prior communications. No variation to these terms shall be binding unless agreed in writing by an authorized representative of Chemesis.

2. Products & Intended Use

All products supplied by Chemesis are sold strictly for research purposes only, in laboratory settings, by qualified personnel. Products are not for diagnostic, therapeutic, or human consumption use. Buyer represents and warrants that it is a qualified research entity, institution, or organization and will use the products solely for lawful research applications in compliance with all applicable local, state, national, and international laws and regulations.

3. Ordering & Quotes

All quotations provided by Chemesis are valid for 30 days from the date of issue, unless otherwise stated. Orders are considered accepted only upon written confirmation (email or formal purchase order acknowledgment) from Chemesis. Supplier reserves the right to refuse any order at its discretion, particularly if Buyer qualification cannot be verified or if the order poses a compliance risk.

4. Pricing & Payment Terms

Prices are quoted in US Dollars unless otherwise specified and are exclusive of taxes, duties, shipping, insurance, and handling charges, which shall be borne by the Buyer. Standard payment terms require a 50% deposit upon order confirmation, with the remaining balance due prior to shipment. For established accounts, net 30 terms may apply subject to credit approval. Late payments may incur interest charges of 1.5% per month.

5. Shipping, Risk & Title

Shipping dates are estimates only. Chemesis is not liable for delays caused by carriers, customs, weather, or events beyond its reasonable control. Risk of loss or damage to the products passes to the Buyer upon delivery to the carrier. Title to the products transfers to the Buyer only upon receipt of full payment.

6. Cancellation & Changes

Orders may not be cancelled once production has commenced. Changes to specifications after order confirmation may result in additional charges and schedule adjustments, subject to Supplier’s approval.

7. Warranties & Limitation of Liability

Chemesis warrants that products will conform to their Certificate of Analysis (COA) at the time of shipment. THIS IS THE SOLE AND EXCLUSIVE WARRANTY. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED (INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), ARE DISCLAIMED.
In no event shall Chemesis be liable for any indirect, incidental, consequential, or punitive damages, or for any loss of profits or data, arising from the sale or use of its products. The total aggregate liability of Chemesis shall not exceed the purchase price paid for the specific product giving rise to the claim.

8. Compliance & Indemnification

Buyer is solely responsible for determining the legality and regulatory status of products in its jurisdiction. Buyer agrees to comply with all applicable laws regarding the import, possession, handling, and use of the products. Buyer shall indemnify, defend, and hold harmless Chemesis, its officers, and agents from any claims, damages, or liabilities arising from Buyer’s breach of these terms or unlawful use of the products.

9. Returns & Claims

Due to the specialized nature of the products, returns are generally not accepted. Any claim regarding product quantity or conformity to the COA must be made in writing within seven (7) days of receipt, accompanied by the original packaging and supporting analytical data. No claims will be honored after this period or if the product has been altered, contaminated, or improperly stored.

10. Force Majeure

Chemesis shall not be liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, embargoes, strikes, supply chain disruptions, or changes in law or regulation affecting the ability to supply.

11. Governing Law & Dispute Resolution

These Terms and Conditions shall be governed by and construed in accordance with the laws of [Jurisdiction, e.g., Delaware, USA], without regard to its conflict of laws principles. Any dispute arising from these terms shall be resolved exclusively in the state or federal courts located in [Jurisdiction].

12. Severability & Updates

If any provision of these terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force. Chemesis reserves the right to update these Terms and Conditions at any time. The terms in effect at the time of order confirmation shall govern that transaction.

Effective Date: 31 December 2025
Contact for Terms Inquiries: legal@chemesis.com