Terms and Conditions
This document (together with our Terms of Website Use and the Safety Data Sheet) tells you information about us and the legal terms and conditions (Terms) on which we sell our products (Products) to you. From time to time, free samples of the Products of our choice may also be available for order on our website (our site) or offline.
These Terms will apply to any contract between us for the sale of Products or supply of free samples of Products to you (Contract), no matter what method you use to make your purchase, including but not limited to: via our site ordering and payment service, purchase orders, proposals and signing an individual purchase agreement. Please read these Terms carefully and make sure that you understand them before ordering any Products from our site. Please note that before placing an order you will be asked to agree to these Terms. If ordering online via our site, please tick the box next to the words “I have read and accept the terms and conditions” if you accept them. If you refuse to accept these Terms, you will not be able to order any Products from our site or offline. You should print a copy of these Terms or save them to your computer for future reference.
If ordering offline, the link to these Terms will be included in our Quote which is defined in clause 6.6. In such case our Quote constitutes an offer by us to sell the Products to you in accordance with these Terms and your signing of the Quote or sending a Purchase Order which is defined in clause 6.7 within the period of time indicated in the Quote signifies your acceptance of these Terms. You should keep a hard copy of these Terms for future reference.
We are contracting on the basis that the Products are supplied for purposes which are wholly or mainly that of your trade, business, craft or profession and not for private consumer use in any manner.
These Terms shall apply to the exclusion of and shall prevail over any terms and conditions of contract imposed or sought to be imposed by you at any time.
We amend these Terms from time to time. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on June 10, 2015.
These Terms, and any Contract between us, are only in the English language.
- INFORMATION ABOUT US
- We operate the website http://shop.ocsial.com/usa/. We are OCSiAl LLC, a company registered in Delaware, United States under file number 5463012 and with our registered office at 108 West 13th st, Wilmington, New Castle, Delaware 19801, USA. Our two offices are at 20 S Third St, Suite 210, Columbus, Ohio 43215, USA and 1804 Embarcadero Rd, Suite 202, Palo Alto, California 94303, USA.
- To contact us, please see our Contact Us page. If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 14.
- OUR PRODUCTS
- The Products are described on this page. We sell and you purchase or we supply and you accept and agree to use our Products in accordance with the provisions and guidance in the accompanying Safety Data Sheet relating to the Products.
- The images of the Products on our site or in our hard copy promotional material (Promotional Material) are for illustrative purposes only. Your Products may vary slightly from those images.
- Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements relating to our Products indicated on our site or in our Promotional Material have a 2% tolerance.
- The packaging of the Products may vary from that shown in images on our site or our Promotional Material.
- All Products shown on our site or in our Promotional Material are subject to availability. We will inform you by e-mail or by telephone as soon as possible if the Product you have ordered is not available and we will not process your order if made.
- USE OF OUR SITE
- If ordering online, your use of our site is governed by our Terms of website use. Please take the time to read these, as they include important terms which apply to you. Hard copies of this document can be provided on request.
- HOW WE USE YOUR PERSONAL INFORMATION
- We will collect the following personal data from you: the names of your personnel, corporate email addresses, delivery address and payment details. We will not store your payment details.
- The information we collect allows us to: supply the Products you have ordered; administer our site and provide customer services; verify your identity and details of your payment method or credit card amount; meet legal, regulatory and compliance requirements; gather management information to form statistical and trend analysis; communicate with you; investigate any complaints about our site; personalize your experience of our site. We will share your personal data with our group companies for the above purposes and for the purposes which are described in clause 4.3.
- You agree that we may use your name and logo in our marketing materials, including but not limited to, website listings of customers, presentations, flyers, advertisements, publications in media.
- From time to time, we may wish to provide you with information about our Products which may be of interest to you. If you do not wish to receive such information, please contact us at firstname.lastname@example.org or if you purchase the Products other than through our site, please indicate your refusal to receive such information in the Quote or your Purchase Order or click on the unsubscribe link in any email itself.
We use the following categories of cookies on our site:
Category 1: Strictly Necessary Cookies
These cookies are essential in order to enable you to move around the site and use its features. Without these cookies, services you have asked for such as remembering your login details or shopping basket items cannot be provided.
Category 2: Performance Cookies
These cookies collect anonymous information on how people use our site. For example, we use Google Analytics cookies to help us understand how customers arrive at our site, browse or use our site and highlight areas where we can improve areas such as navigation, shopping experience and marketing campaigns. The data stored by these cookies never shows personal details from which your individual identity can be established.
Category 3: Functionality Cookies
These cookies remember choices you make such as the country you visit our site from, language and search parameters such as size or Product. These can then be used to provide you with an experience more appropriate to your selections and to make the visits more tailored and pleasant. The information these cookies collect may be anonymised and they cannot track your browsing activity on other websites.
Category 4: Targeting cookies or advertising cookies
These cookies collect information about your browsing habits in order to make advertising more relevant to you and your interests. They are also used to limit the number of times you see an advert as well as help measure the effectiveness of an advertising campaign. The cookies are usually placed by third party advertising networks. They remember the websites you visit and that information is shared with other parties such as advertisers. For example, we use third party companies such as Google Analytics to provide you with more personalised adverts when visiting other websites.
Category 5 : Social Media Cookies
These cookies allow you to share what you’ve been doing on the website on social media such as Facebook and Twitter. These cookies are not within our control. Please refer to the respective privacy policies for how their cookies work.
If you want to delete any cookies that are already on your computer, please refer to the help and support area on your internet browser for instructions on how to locate the file or directory that stores cookies.
Information on deleting or controlling cookies is available at www.allaboutcookies.org. Please note that by deleting our cookies or disabling future cookies you may not be able to access certain areas or features of our site.
- Some of the web pages on our site may contain electronic images known as Web beacons (sometimes known as clear gifs) that allow us to count users who have visited these pages. Web beacons collect only limited information including a cookie number, time and date of a page view, and a description of the page on which the Web beacon resides. We may also carry web beacons placed by third party advertisers. These beacons do not carry any personally identifiable information and are only used to track the effectiveness of a particular campaign.
- We may transfer some of your information to the countries outside the USA. By submitting your information to this site or other than through this site to us, you consent to such transfers taking place.
- In the event that our business is sold or integrated with another business, your details will be disclosed to our advisers and any prospective purchaser’s adviser and will be passed to the new owners of the business.
- If you have any questions about these statements and your personal information, please contact us at email@example.com in accordance with clause 14.
- THE AGREEMENT
- You confirm that you have authority to bind any business on whose behalf you purchase Products from us.
- These Terms, the Safety Data Sheet and, if ordering via our site, our Terms of Website Use constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
- You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
- You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
- HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
- For the steps you need to take to place an order on our site, please see our “How To Shop Online” page.
- Our order process allows you to check and amend any errors before submitting your order to us. You are responsible for ensuring that your order is complete and accurate. Please take the time to read and check your order at each page of the order process.
- Your order constitutes an offer by you to purchase the Products in accordance with these Terms. After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 6.4.
- We will confirm our acceptance to you by sending you an e-mail that confirms that the Products have been dispatched (Dispatch Confirmation). The Contract between us will only be formed when we send you the Dispatch Confirmation. You may cancel your order by sending a cancellation email to us at firstname.lastname@example.org provided that we receive your email at any time prior to sending the Dispatch Confirmation to you.
- If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because of an error in the price on our site, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Products, we will refund you the full amount as soon as possible. This is the full extent of our liability for rejected orders.
- If you want to purchase Products other than through our site, we will send you a quote specifying the type, quantity, price, payment and delivery terms of the Products (Quote).
- Please take the time to review our Quote before signing it or accepting our Quote by sending a purchase order in any form to us (Purchase Order). You are responsible for ensuring that the Quote is complete and accurate.
- Our Quote constitutes an offer by us to sell the Products to you in accordance with these Terms. Your signing and returning of the Quote or sending a Purchase Order to us within the period of time which is indicated in the Quote signifies your acceptance of the Quote and these Terms. The Contract between us will only be formed when you return the signed Quote that we have sent to you or send a Purchase Order accepting such Quote to us. After receiving the signed Quote or Purchase Order we will proceed with dispatching the Products and we will send an e-mail confirming that the Products have been dispatched (Dispatch Confirmation) and the invoice to you.
- Your Purchase Order which differs from the terms specified in our Quote constitutes an offer by you to purchase the Products in accordance with these Terms. We will confirm our acceptance of your Purchase Order by sending you the Dispatch Confirmation. We will also send the invoice to you. The Contract between us will only be formed when we send you the Dispatch Confirmation.
- These Terms shall apply to the exclusion of and shall prevail over any terms and conditions of contract imposed or sought to be imposed by you at any time.
- Clause 6.5 of these Terms applies equally to ordering offline.
- We will use reasonable endeavours to fulfil your order by the estimated delivery date set out in the Dispatch Confirmation. Occasionally, if we are unable to meet the estimated delivery date, we will contact you with a revised estimated delivery date. All delivery dates are non-binding and are not of the essence unless expressly referred to as binding and/or of the essence.
- Delivery will be completed (and risk shall pass) when we deliver the Products to the delivery address which is indicated in the Dispatch Confirmation, and the Products will be your responsibility from that time. We are entitled to make partial deliveries.
- If no one is available at your delivery address to take delivery, we will leave you a note that the Products have been returned to our warehouse, in which case, please contact us to rearrange delivery. Re-delivery of the Products is at your expense.
- You own the Products once we have received payment in full, including all applicable delivery charges.
- You may return the Products to us within thirty (30) calendar days from the completion of delivery, if you discover that the Products do not comply with the Technical Data Sheet supplied with such Products. In such case you are required to return the Products in their original condition and in their original packaging. We will issue a refund for the full purchase price of the Products to you and we will be responsible for return shipping costs of such Products to us.
- In the case of free samples of the Products that you may have ordered, title and risk shall pass on delivery of the Products to you. The provisions of clause 7.5 in relation to return and refund do not apply to free samples of the Products.
- INTERNATIONAL DELIVERY
- We deliver to the countries listed on this page (International Delivery Destinations). However, there are restrictions on some Products for certain International Delivery Destinations, so please review the information on that page carefully before ordering Products. If you cannot access this page, we can supply you with the list or inform you of the relevant countries on request.
- If you order Products from our site or offline for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
- You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such law.
- PRICE OF PRODUCTS, DELIVERY CHARGES AND COUPONS
- The prices of the Products will be as quoted on our site or in the Quote or in our price list from time to time. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system or the price list produced.
- Prices for our Products may change from time to time, but changes will not affect any Contract which has already been formed.
- The price of a Product does not include taxes and delivery charges. The order when placed via our site (if ordering online) or our Quote (if ordering offline) or our Dispatch Confirmation (if your Purchase Order constitutes an offer when ordering offline) will indicate the total amount including the delivery charges and taxes (where applicable) which is payable for the Products (purchase price).
- Delivery of free samples of the Products which you order is at our expense.
- Except where otherwise provided in these Terms, all taxes, fees or charges of any kind whatsoever which are imposed by public authorities shall be paid by you in addition to the prices indicated in clause 9.1.
- We or our affiliates may from time to time provide you with the coupon codes for purchases on our site (Coupon Codes). Such Coupon Codes will have the value, exclusions and limitations as notified to you at the time you were provided with the coupon code, and may be valid for limited periods.
- The Coupon Code is valid only for purchases of the specified Products in accordance with the conditions notified to you at the time you were provided with the Coupon Code.
- To redeem the Coupon Code, you will need to type the special area marked “Coupon code” in the “Your Cart” section of our site, click the “Apply Coupon” button, and the relevant discount will be automatically deducted from the final price of your purchase. If you fail to enter the Coupon Code at the time of purchase as specified above, your purchase will not be eligible for the discount.
- You may not redeem or exchange the Coupon Code or applicable discount for cash.
- We reserve the right to change the Coupon Code from time to time in its sole discretion and to modify, suspend or cancel any Coupon Code at any time.
- How to pay
- When placing an order via our site, you can only pay for Products using a debit card or credit card or using PayPal. We accept the following cards: Visa, MasterCard, Maestro, Discover, American Express. After you enter your debit or credit card details and click the button marked “Proceed to checkout”, we will charge your debit card or credit card with the purchase price.
- When placing an order offline, you can only pay for Products via bank transfer. The period when you should pay for the Products is indicated in the Quote or Dispatch Confirmation (if your Purchase Order constitutes an offer).
- INFORMATION IN RELATION TO THE PRODUCTS
- The Products correspond to the chemical composition indicated in the Technical Data Sheet, and we give no further warranty or undertaking, and make no further representation, regarding the Products, which are supplied on an “as is” basis. The express provisions of these Terms are in place of all warranties, representations, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise (including implied undertakings of satisfactory quality, conformity with description, fitness for purpose and reasonable skill and care), all of which are hereby excluded to the maximum extent permitted by law.
- You agree to indemnify, defend, and hold harmless us and our directors, officers, employees, contractors, agents, successors, and assigns from and against all liabilities, costs, lawsuits, damages, losses, claims, and expenses, including, without limitation, attorneys’ fees and expenses, arising out of or in connection with the Products and/or the use thereof by you.
- OUR LIABILITY TO YOU
- Nothing in these Terms limit or exclude our liability for:
- death or personal injury caused by our negligence;
- any other liability which cannot be excluded or limited by law.
- Subject to clause 12.1, under no circumstances shall we be liable to you for any of the following types of loss or damage arising under or in relation to the Contract and/or the Products (whether arising for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty or otherwise):
- any loss of profits, business, contracts, anticipated savings, goodwill, revenue, any wasted expenditure, or any loss or corruption of data (regardless of whether any of these types of loss or damage are direct, indirect or consequential);
- or any indirect or consequential loss or damage whatsoever, even if we were aware of the possibility that such loss or damage might be incurred by you.
- Subject to clause 12.1 and clause 12.2, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed $1000 or 125% of the price of the Products ordered by you, whichever is the greater.
- Nothing in these Terms limit or exclude our liability for:
- EVENTS OUTSIDE OUR CONTROL
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 13.2.
- An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
- If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
- we will contact you as soon as reasonably possible to notify you;
- and our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
- COMMUNICATIONS BETWEEN US
- When we refer, in these Terms, to “in writing”, this will include e-mail.
- If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
- Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, e-mail, or posted on our website.
- A notice or other communication shall be deemed to have been received: if delivered personally, when left at our trading address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if sent by e-mail, one Business Day after transmission; or, if posted on our website, immediately.
- In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
- The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- OTHER IMPORTANT TERMS
- We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
- You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
- This contract is between you and us. No other person shall have any rights to enforce any of its terms.
- Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
- If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
- A Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the state of California.
- We both irrevocably agree that the courts of the state of California shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).