TERMS AND CONDITIONS
OctoChem Inc (“OctoChem” or “Seller”) provides this website so that you may purchase samples of DuPont de Nemours, Inc and affiliated companies (“DuPont”) commercial products (“DuPont product”) for trialing. Your use of the website, including any purchases made through the website, is made subject to the following terms and conditions (the “Terms and Conditions”) and you (“you” or “Buyer”) agree to be bound to these Terms and Conditions.
- Your Account
If you use the website, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. OctoChem reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.
- Interpretation of Trade Terms
Trade terms shall be interpreted in accordance with Incoterms 2010. If this Sales Agreement does not specify trade terms as defined in Incoterms 2010, risk of loss shall pass to Buyer upon delivery into the custody of the carrier.
- Seller’s Commitments
3.1 Seller undertakes that the DuPont products sold by Seller will at the time of delivery meet DuPont’s then current Sales Specifications. Seller will notify Buyer if Sales Specifications are changed. All descriptions, drawings, photographs, illustrations, performance and technical data, dimensions, weights and the like, contained in any promotional or technical literature issued by DuPont are subject to variation without notice and are not designed to constitute Sales Specifications.
3.2 Seller will supply Buyer with current Safety Data Sheets (SDS) regarding the DuPont products, when available.
3.3 Seller will convey the DuPont products with good title, free from any lawful lien or encumbrance.
- Patents
Seller warrants only that the sale of the DuPont product to Buyer will not infringe the claims of any validly issued United States patent covering such product, but does not warrant against infringement by reason of (i) the use of any information provided, (ii) the use of the DuPont product in combination with other products, services, or information of in the operation of any process.
- Warranty/Liability
5.1 The commitments set out in Articles 3 and 4 above are Seller’s sole warranties in respect of the DuPont product.
5.2 ANY OTHER CONDITION OR WARRANTY AS TO THE QUALITY OF THE DUPONT PRODUCT SUPPLIED UNDER THIS AGREEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE WHETHER ARISING UNDER STATUTE OR OTHERWISE, IS EXCLUDED.
5.3 In the event of any liability by either party whether arising from breach of agreement or from statutes it is agreed that the maximum amount of damages recoverable shall be limited to the agreement price for the DuPont product with respect to which damages are claimed. In no event shall either Seller or Buyer be liable for indirect, consequential, special, punitive, or exemplary damages in connection with or arising out of this Agreement.
- Title
Until payment in full has been received by Seller for all DuPont products supplied by Seller under this Agreement, title to the DuPont product shall remain with Seller. Seller shall be at liberty to resell the DuPont product in the ordinary course of business without the need for notice if Buyer shall fail to make any payment when it becomes due, or shall default in due performance or observance of any other obligation under this Agreement, or shall enter into liquidation or receivership.
- Buyer Representations, Warranties, and Covenants
7.1 Buyer represents and warrants that all information submitted to OctoChem through the Website, during the account creation process or otherwise, is true, correct, and complete, and Buyer covenants to promptly update any information that becomes inaccurate or outdated.
7.2 Buyer represents and warrants that it is purchasing the DuPont product(s) for its own use and covenants not to resell any DuPont product(s) or allow a third party to use any DuPont product(s).
7.3 Buyer represents and warrants that it has independently determined the suitability of the DuPont product(s) for its own purposes and is not relying on any promises, representations, warranties, or agreements made by OctoChem or DuPont or any third party in deciding to use the Website or purchase any DuPont product(s).
7.4 Buyer shall use all DuPont products in compliance with the DuPont product(s) respective product label and any other literature enclosed with such DuPont product(s) (collectively the “Use Instructions”). Buyer is responsible for ensuring that any parties dealing with or using the Product(s) in any way are advised of and provided with a copy of the Use Instructions for the applicable DuPont product(s) prior to coming into contact with any such DuPont product(s). Customer shall not use or permit the use of any DuPont product(s) in any manner other than as prescribed in the Use Instructions.
7.5 Buyer agrees that all products will be shipped to a commercial address and understands that residential addresses will not be serviced. If a product is approved to be sent to a residential address, the buyer accepts all liability from the point of shipment forward.
- Privacy Statement
Personal Information Otochem and DuPont Collect. “Personal Information” is information that identifies you as an individual or relates to you as an identifiable individual. Personal Information includes: Name; Postal address (including billing and shipping address); Telephone or fax number; Email address; Credit and debit card number; Vendor or Customer tax ID number; National ID number, such as Social Security Number; company-issued ID number; Date of Birth; Financial information when you apply for credit;
Banking information, such as account and routing numbers; Passwords and reminder questions/answers; Purchase history.
We need to collect Personal Information in order to provide the requested services and products to you. If you do not provide the information requested, we may not be able to provide the purchase of DuPont products on the OctoChem website (the “Services”). If you disclose any Personal Information relating to other people to us or to our service providers in connection with the Services, you represent that you have the authority to do so and to permit us to use the information in accordance with this Privacy Statement.
We may combine the Personal Information that we collect about you with the Personal Information you provide to OctoChem or DuPont through other sources, such as product registrations, inquiries, or marketing events. We will use the combined Personal Information in accordance with this Privacy Statement for as long as it is combined.
How DuPont Uses Personal Information. We and our service providers such as OctoChem use Personal Information for our business purposes, including fulfilling your purchases and responding to your requests and inquiries; processing your payments, having your order delivered to you, communicating with you regarding your purchase, and providing you with related customer service; send you important information regarding the Site or App, changes to DuPont’s terms, conditions and policies and/or other administrative information. DuPont may allow you to communicate and interact with others through the site hosted by OctoChem or the App (for example through a blog, message board, messaging functionality, chat functionality, profile, or other social media). By using this functionality, you are telling DuPont that you are entitled to use and provide DuPont with your friend’s name, email address, and social media account information. We will engage in the following activities to manage our contractual relationship with you and/or to comply with a legal obligation: Send you email alerts, text messages, and other written or electronic communications. To better understand you and personalize our interactions with you, DuPont will send marketing communications that we believe may be of interest to you, including information about trade shows. We will engage in the following activities with your consent or where we have a legitimate interest: (i) allow you to sign up for contests, technology forums, and other activities;(ii) allow you to participate in sweepstakes, contests, and similar promotions and to administer these activities. Some of these activities have additional rules, which could contain additional information about how we use and disclose your Personal Information, so we suggest that you read these rules carefully. We will use Personal Information for data analysis, audits, researching and developing new products, enhancing DuPont’s website, improving DuPont’s services, developing marketing events, and identifying usage trends. We will engage in these activities to manage our contractual relationship with you, to comply with a legal obligation, to determine the effectiveness of marketing activities, and/or because we have a legitimate interest in doing so.
Your Personal Information may be disclosed: (i) within DuPont for the purposes described in this Privacy Statement; (ii) to DuPont’s third party service providers such as website hosting, data analysis, payment processing, order fulfillment, product distribution, infrastructure provision, IT services, customer service, email delivery services, credit card processing, auditing services and other similar services to enable them to provide services; (iii) to third parties such as agents, retailers and distributers to facilitate the sale and distribution of DuPont products and services, which may include marketing communications consistent with your choices; (iv) to third party sponsors of sweepstakes, contests and similar promotions; (v) to a third party that may offer you credit to purchase products or services offered by DuPont; (vi) to identify you to anyone to whom you send messages through the Site; (vii) to a third party in the event of any reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of DuPont business, assets or stock including in connection with any bankruptcy or similar proceedings; (viii) to third parties in connection with licensing, joint development or similar arrangements; (ix) by you, when you participate in features on a DuPont Site or App that provide the opportunity to interact with DuPont and others (for example a blog, message board, messaging functionality, chat functionality, profile or other social media). When you use these features, you should be aware that any information you submit, including your name, location, and email address, may be publicly available to others. We are not responsible for any information you choose to submit through these features and we strongly discourage you from disclosing any sensitive Personal Information (such as health or credit card information) through these features. If you use these features, your Personal Information may remain on the Site or App even after you cease use of the Site or App.
We may also disclose Personal Information as we believe to be necessary or appropriate: (i) to comply with applicable law, including laws outside your country of residence; (ii) to comply with legal process; (iii) to respond to requests from public and government authorities including those outside your country of residence; (iv) to enforce DuPont terms and conditions; (v) to protect DuPont operations; (vi) to protect DuPont rights, privacy, safety or property, you or others; and (vii) to allow DuPont to pursue available remedies or limit the damages that we may sustain.
We do not sell consumer personal information to third parties.
- Force Majeure
In the event of accident, mechanical breakdown of facilities, fire, flood, strike, labor trouble, riot, revolt, war, pandemic, failure to obtain or hardship in obtaining reasonably priced supplies of materials, or failure of usual transportation mode, acts of governmental authority, acts of God or contingencies beyond the reasonable control of the party affected interfering with the performance of this Agreement, the quantity of DuPont product provided for in this Agreement shall be reduced by the amount so affected without liability but the Agreement shall otherwise remain unchanged. The decision of the party affected as to the quantities of DuPont products affected shall be final and binding.
- Applicable Law
This Agreement shall be construed and governed by Delaware law, without regard to any applicable conflicts of law provisions, and the terms of the UCC, rather than the United Nations Convention on Contracts for the International Sale of Goods, shall apply.
