This website, http://www.covachem.com, (collectively reffered to as the "Site" in these Terms of Service) is owned and operated by CovaChem, LLC. ("we", "us" or "CovaChem, LLC."). By using and accessing our Site, you ("you", "user" or, "end user") agree to these Terms of Service (collectively, the "Terms of Service" or "Agreement").
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, IMMEDIATELY STOP ACCESSING THIS SITE.
You acknowledge and agree that all content and information on the Site is protected by proprietary rights and laws. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, transfer, create derivate work from, sell or re-sell any content or information obtained from or through the Site.
The Site may contain links to other websites maintained by third-parties. These links are provided solely as a convenience and does not imply endorsement of, or association with, the party by CovaChem, LLC..
Modifications to this Agreement
CovaChem, LLC. reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time. You acknowledge and agree that it is your responsibility to review the Site and these Terms of Service from time to time. Your continued use of the Site after such modifications to this Agreement will constitue acknowledgment of the modified Terms of Service and agreement to abide and be bound by the modified Terms of Service.
Termination of Use
CovaChem, LLC. shall have the right to immediately terminate or suspend, in its discretion, your access to all or part of the Site with or without notice for any reason.
Disclaimer of Warranty
You expressly agree that use of the Site is at your sole risk and discretion. The Site and all content and other information contained on the Site is provided on an "AS IS" and "AS AVAILABLE" basis without warranty of any kind, whether express or implied. CovaChem, LLC. makes no warranty that (I) the Site and content or information will be uninterrupted, timely, secure or error-free, (II) the results that may be obtained from use of this Site will be effective, accurate or reliable. The Site may include technical mistakes, inaccuracies or typographical errors. CovaChem, LLC. reserves the right to change the Site content and information at any time without notice.
Limitation of Liability
In no event shall CovaChem, LLC. or its affiliates be liable for any indirect, incidental, special, puntitive damages or consequential damages of any kind, or any damages whatsoever arising out of or related to your use of the Site, the content and other information obtained therein.
Certain jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, thus the above limitations may not apply to you.
Any disputes arising out of or related to these Terms of Service and/or any use by you of the Site shall be governed by the laws of Illinois, in the United States of America, without regard to the conflicts of laws provisions therein.
TERMS AND CONDITIONS OF SALE
Unless otherwise signed and expressly agreed to in writing, your purchase of products is subject to the following terms and conditions:
1. Agreement Terms
1.1. General Terms. These terms and conditions (“Terms”), and our quotation (if any), comprise the agreement (“Agreement”) between you and CovaChem, LLC (“CovaChem”). Unless your order is subject to a valid, written, executed agreement between you and CovaChem, in which case such agreement applies, you agree to accept and be bound by the Agreement by ordering products on covachem.com or if you receive ordering or sales documents that reference these Terms. This Agreement is the complete and exclusive contract between us with respect to your purchase of the products.
1.2. Terms Conflict. We expressly reject any different terms or provisions contained in any document you provide, and if the terms and conditions in this Agreement differ from the terms of your offer, this Agreement will serve as the governing terms for our contract.
1.3. When Agreement takes Effect. The Agreement between us is created when you receive email confirmation that we have accepted your order.
1.4. Determining Price. We may change our prices at any time without notice. Prices we quote you are valid for 30 days, unless we state otherwise in writing. If no price has been specified or quoted to you, the price will be the product price on covachem.com in effect at the time we accept your order.
1.5. Taxes and Fees. Our product prices do not include any taxes (including VAT), duties, levies or other government fees that may apply to your order. If they apply, it will be your responsibility to pay them. If we pay them, we will add them to your invoice. If you claim any exemption, you must provide a valid, signed certificate or letter of exemption for each respective jurisdiction.
1.6. Delivery Fees; Freight Policy. You are also responsible for standard delivery and handling charges, if applicable, and our product prices do not include such charges unless expressly stated. If we pay such charges, we will also add these to your invoice.
2. Cancellation and Changes
Once you have placed your order, you cannot cancel or change it without our written consent.
3.1. Payment Terms. We will invoice you for the product price and all other charges due when we ship you the products. Unless we have agreed otherwise in writing, you will pay us within 30 days from your receipt of invoice. Each order is a separate transaction, and you may not off-set payments, including from one order against another. We reserve the right to require you to make full or partial payment in advance, or provide other security to our satisfaction, if we believe in good faith that your financial condition does not justify the payments terms otherwise specified. You will make all payments in United States Dollars. You may make payments via ACH or other electronic interface that directly exchanges funds between your bank account and ours; checks mailed to us; or a credit card at the time of purchase.
3.2. Late Payment. If you are late in making payment then, without affecting our other rights you will make payment to us, upon our demand, of a late-payment charge. The late payment charge will be calculated as interest on the sums due from the payment due date until you make payment in full, at the rate of 1.5% per month, or, if less, the maximum amount allowed by law you also agree to be liable for and to pay our reasonable costs of collection (including collection agency fees and attorneys’ fees). We also reserve the right to cancel or stop delivery of products in transit and withhold shipments in whole or in part if you do not pay us when due, or if you otherwise do not perform your obligations in this Agreement.
4.1. Delivery. We will ship products to the destination you specify in your order, FCA Incoterms 2010 our shipping point. By agreeing to these Terms, you (i) give your consent for us to arrange for carriage for all products supplied hereunder on your behalf; and (ii) waive your right to arrange carriage or to give us any specific instructions regarding carriage. We may, in our discretion, make partial shipments and invoice each shipment separately. Our shipping dates are approximate only, and we will not be liable for any loss or damages resulting from any delay in delivery. You may not refuse delivery or otherwise be relieved of any obligations as the result of such delay. If our delivery of a product to you is delayed due to any cause within your control, we will place the delayed products in storage at your risk and expense.
5. Risk of Loss and Title
Title to and risk of loss of the products will pass to you when we load them onto the commercial carrier at our facility.
6. Returns and Shortages
6.1. Returns. We must pre-authorize all product returns. We will approve return of any product that is damaged or defective on receipt, provided you contact us within five days after receiving the product and provided such damage or defect has not been caused by any failure by you or the carrier to handle or store products using reasonable care or as otherwise indicated on the label. If you do not contact us within this five day period, we will deem the product to be accepted, but you will not lose any warranty rights.
6.2. Product-Credit Eligibility. If we exercise our discretion to authorize a product for return then the product must arrive at our facilities in a condition satisfactory for resale. Any return not due to our error is subject to a restocking charge of 25% of the sale price. We do not credit shipping charges. You will not receive credit for any product returned without our prior consent.
7.1. Limited Warranties. We warrant that our products will meet their specifications on covachem.com. This warranty lasts from the time we ship the products until the product’s expiry or “best before” date. If we do not specify the expiry date, or a different warranty period, the warranty will last for twelve (12) months from the date we ship the product.
7.2. Exclusions. In addition to our exclusion for third party products as set out in Section 7.5 of these Terms, our warranties do not apply to (a) normal wear and tear; (b) accident, disaster or event of force majeure; (c) your misuse, fault or negligence; (d) causes external to the products such as, but not limited to, power failure or electrical power surges; (e); improper storage or handling of materials (including, but not limited to, product storage outside of recommended storage temperature, exposure to excessive sunlight or artificial light, exposure to moisture or other chemical substances) (f) installation, removal, use, maintenance, storage, or handling in an improper, inadequate, or unapproved manner by you or any third party (including the carrier), such as, but not limited to, failure to follow our instructions or operating guidelines, or protocols, operation outside of stated environmental or use specifications, or operation or contact with unapproved software, materials, chemicals or other products; or (g) products manufactured in accordance with specifications you gave us. ADDITIONALLY, ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN US WITHOUT OUR PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT PARTS WE HAVE NOT SUPPLIED, WILL IMMEDIATELY VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS. If we determine that products for which you requested warranty services are not covered by the warranty, or if we provide repair services or replacement parts that are not covered by this warranty, you will pay or reimburse us for all costs of investigating and responding to such request at our then prevailing time and materials rates.
7.3. Limitations. (A) OUR WARRANTIES EXTEND ONLY TO YOU, THE ORIGINAL PURCHASER AND YOU CANNOT TRANSFER THEM. OUR OBLIGATION TO REPAIR OR REPLACE A PRODUCT IS YOUR SOLE REMEDY. (B) EXCEPT AS OTHERWISE STATED, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES (a) OF MERCHANTABILITY; (b) OF FITNESS FOR ANY PARTICULAR PURPOSE; AND/ OR (c) THAT THE PRODUCTS ARE ERROR-FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT.
7.4. Remedies. During the applicable warranty period only, for products not meeting our warranty, we agree, in our sole discretion, to replace the non-conforming product to comply with our warranty obligations, but you must first promptly notify us in writing when you discover any defect or nonconformance, and include in the notice clear details of your warranty claim. After our review, assuming we authorize the product return, we will provide you with service data and/or a Return Material Authorization (“RMA”), which may include product-specific handling instructions that you must follow. For valid product warranty claims timely made in accordance with this Agreement, you must return the non-conforming products to us, unless we agree otherwise, and we will prepay the shipping costs. We will ship your replacement products according to our Delivery terms in Section 4 of these Terms.
7.5. Third Party Products. We do not support or make any warranties about products manufactured or supplied by third parties that you purchase through any of our sales channels. When you buy a third party product, we will let you know that this purchase is governed by the third-party’s own contract terms. You must look directly to the relevant third-party manufacturer for product support, warranties, and to make warranty claims. We agree, however, to assign to you any warranty rights we may receive from the original manufacturer or third party supplier, to the extent the original manufacturer or third party supplier allows.
8.1. Our Indemnity. (A) Our Infringement Indemnity. We will defend and indemnify you against infringement damages finally awarded in any legal action brought by a third party against you alleging infringement of any intellectual property rights owned by third parties arising directly and solely from a product, as manufactured and provided by us to you, but always excluding use and/or combination of such product with other products or components. This infringement indemnity does not apply to (a) claims that arose based on your failure to comply with the Agreement; (b) claims that arose based on your failure to acquire any applicable additional intellectual property rights related to your use of the products (“Additional Rights”); (c) products that we made, assembled or labeled in reliance upon your instructions, specifications, or other directions; (d) your use or resale of products; (e) modifications made by you or any third party; or (f) products originating from third parties. THIS INDEMNITY IS OUR ONLY LIABILITY TO YOU, AND, SUBJECT TO SECTION 9.4 OF THESE TERMS, YOUR ONLY REMEDY, FOR ANY INFRINGEMENT OR CLAIMED INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS BY OR IN CONNECTION WITH ANY PRODUCT. (B) Conditions to Our Indemnity. As a condition to our indemnification obligations you must (a) notify us in writing, as soon as you become aware of any claim; (b) not admit any liability or take any other action in connection with the claim that could affect the defense; (c) allow us to solely control the defense or settlement of the claim; (d) give us your reasonable information, co-operation and assistance; and (e) take all reasonable steps to mitigate losses incurred, including allowing us to exercise any and all of options set out in Section 9.4 of these Terms. (C) Your Indemnity of Us. If a third party makes a claim against us for infringement of its intellectual property rights based on (a) our manufacture or sale of a product or custom product we make under your instructions, specifications, or other directions, or using materials that you provide to us (b) your failure to comply with the Agreement, (c) your failure to acquire any applicable Additional Rights, or (d) your modification, use or resale of a product, then you will indemnify and hold us harmless from and against any and all claims, losses, damages, liabilities and expenses (including reasonable attorneys’ fees and other costs of defending and/or settling any action) that we may have to pay as a result of the claim.
9. Intellectual Property
9.1. Use Limitations. As between you and us, we exclusively own all intellectual property rights relating to our products and services. Our sale of products to you grants you only a limited, nontransferable right under our intellectual property to use the quantity of products purchased from us for your internal research purposes. No right to transfer, reverse engineer, decompile, disassemble, distribute, or resell our products or any of their components is conveyed expressly, by implication, or by estoppel. Unless expressly permitted by us in writing, you will not modify, change, remove, cover or otherwise obscure any of our brands, trade or service marks on the products. Nothing in the Agreement limits our ability to enforce our intellectual property rights.
9.2. Commercial Applications; Additional Rights. We give no rights to use our products in any commercial application, including manufacturing, quality control, commercial services such as reporting the results of your activities for a fee or other consideration, or in vitro diagnostic uses, ex vivo or in vivo therapeutic uses, or any type of consumption by or application to humans or animals. If you need commercial use rights in respect of our products (including the right to perform fee-for services), please contact us. Where your use of our product is outside the scope of the Agreement, it is solely your responsibility to acquire Additional Rights.
9.3. Intellectual Property Ownership. We exclusively own all intellectual property rights in any inventions (patentable or otherwise), discoveries, improvements, data, know-how, or other results that are conceived, developed, discovered, reduced to practice, or generated by or for us, or jointly by you and us, in relation to processes, designs and methods utilized in manufacture of a custom product. You agree to transfer and assign to us all your right, title, and interest in and to any joint intellectual property. At our request and at our expense, you will help us secure and record our rights in such intellectual property.
9.4. Intellectual Property Infringement. We want to avoid claims of intellectual property infringement. If we believe a product we have sold to you may be subject to a claim for intellectual property infringement, you must allow us (at our option) to either (a) secure for you the right to continue using the product; (b) substitute the product with another suitable product with similar functionality; or (c) tell you to return the product to us and we will refund to you the price you paid.
9.5. TSCA / Usage. The goods sold pursuant to this Agreement are research chemicals defined under TSCA, are NOT to be used for food, drug, household or any other applications, and should be used or handled only by or under direct supervision of “technically qualified individuals.” The hazards, physiological and toxicological properties of the goods may not have been fully investigated and/or determined. Therefore, the goods should be handled with the utmost caution when they are used, stored or during disposal. CovaChem makes no guarantee of any results and assumes no liability for damage to any person, persons or property resulting from incorrect handling, storage, usage or disposal of the goods. Further, CovaChem is not responsible for conditions and actions beyond its control.
9.6. Product Use (Research Use ONLY) In relation to the use of CovaChem's product, you agree under all circumstances to abide by all applicable local, state, federal and international laws. You agree that in every respect, CovaChem's products shall only be used for lawful purposes, including but not limited to its research application, transportation, transfer, and disposal. All products supplied by CovaChem are sold for research use only. CovaChem’s products are not to be used for human consumption or diagnosis of human disease.
9.7. Safety Data Sheets (SDS) CovaChem will supply appropriate SDS with the delivery of the goods sold pursuant to this Agreement. However, the nature of new research chemicals precludes complete knowledge and CovaChem makes no claim as to the completeness, correctness, currency or comprehensiveness of information provided in such SDS. These goods are intended for use by qualified professionals only who are familiar with the potential hazards and have been fully trained in proper safety, laboratory and chemical handling procedures.
9.8. 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 that all national, state and local laws and regulations governing chemical disposal be observed and followed. 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. Since the hazards and physical properties of any chemical may not yet be fully determined, only technically qualified persons familiar with potential hazards should be responsible for their disposal.
10. Custom Products
10.1. Declining to Make or Deliver. If you ask us to manufacture a custom product, we may decline to design or manufacture that product at any stage of the process if the product is unsuitable or commercially impractical to manufacture as specified. If so, we will notify you, and you will not be obligated to pay any fees for any expenses we incurred in connection with the declined product. If a custom component or material fails, we may delay or cancel a custom product’s delivery at any time without liability to us.
10.2. Your Responsibilities. By submitting an order for a custom product, you represent and agree that you (a) have given us all information you know of regarding any biological, radiological, and chemical hazards associated with the handling, transport, exposure to, or other use of the materials you supply to us; and (b) have the requisite rights, including but not limited to any necessary intellectual property rights, to instruct manufacture of such product.
11. Limitations and Exclusions of Liability
(A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT 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, PUNITIVE, MULTIPLE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ALL COSTS OF COVER, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF REVENUE) THAT YOU MIGHT INCUR UNDER THE AGREEMENT, OR THAT MAY ARISE FROM OR IN CONNECTION WITH OUR PRODUCTS OR SERVICES, EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
(B) IN ADDITION, OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR ANY PRODUCT UNIT OR SERVICE, IS LIMITED TO 105 % OF THE AMOUNT YOU PAID TO US FOR THE SPECIFIC PRODUCT PURCHASED THAT GAVE RISE TO THE LIABILITY.
(C) THE PROVISIONS ABOVE IN THIS SECTION 11 DO NOT LIMIT OUR LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING BUT NOT LIMITED TO LIABILITY FOR FRAUD AND DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE.
12. Export Restrictions
12.1. Items. You acknowledge that each product and any related software and technology, including technical information we supply you, including those contained in product documents (collectively “Items”), is subject to U.S., EU and local government export controls.
12.2. Export Controls. The export controls may include, among others, those of the Export Administration Regulations of the U.S. Department of Commerce (the “EAR”), which may restrict or require licenses for the export of Items from the United States and their re-export from other countries.
12.3. Compliance Requirements. You must comply with the EAR, and all other applicable laws, regulations, treaties, and agreements relating to the export, re-export, and import of any Item. You must not, directly or indirectly, without first obtaining the required license to do so from the appropriate U.S. government agency; (a) export, re-export, distribute or supply any Item to (a) any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government; (b) any person or entity who is involved in improper development or use of nuclear weapons or of chemicals/biological weapons, or missiles, or in terrorist activities. You will, if we request, provide information on the end user and end use of any Item you export or plan to export.
12.4. Audit Cooperation. You will cooperate fully with us in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and will indemnify and hold us harmless from, or in connection with, your or your consultants’, agents’ or employees’ violation of this Section 12.
13.1. No Assignment. You may not delegate any duties nor assign any rights or claims hereunder without our prior written consent, and any such attempted delegation or assignment will be void.
13.2. Governing Law. This Agreement is delivered in the State of Illinois and governed by Illinois law (without giving effect to its laws of conflicts). You and CovaChem agree that any dispute between the parties may only be brought in any state or federal court located in the State of Illinois. The parties submit to and accept, for themselves and in respect of their property, generally and unconditionally, the exclusive jurisdiction of those courts. The parties waive any claim that the State of Illinois is not a convenient forum or the proper venue for any such suit, action or proceeding.
13.3. ACTIONS. ANY ACTION ARISING UNDER THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR FROM THE DATE THAT THE CAUSE OF ACTION AROSE. THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS HEREBY EXCLUDED.
13.4. JURY WAIVER. YOU AND COVACHEM HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) BETWEEN YOU AND COVACHEM ARISING OUT ANY MATTER RELATING TO THE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT TO COVACHEM TO PROVIDE THE PRODUCTS SOUGHT TO BE PURCHASED BY YOU FROM COVACHEM.
13.5. Regulatory Restrictions. In addition to the restrictions set out in Section 9 of these Terms: (a) you must use our products in accordance with our instructions; (b) you are solely responsible for making sure that the way you use our products complies with applicable laws, regulations and governmental policies; (c) you must obtain all necessary approvals and permissions you may need; and (d) it is solely your responsibility to make sure the products are suitable for your particular use.
13.6. Uncontrollable Circumstances. CovaChem shall be excused from liability for the failure or delay in performance of any obligation under this Agreement by reason of any event beyond CovaChem’s reasonable control including but not limited to Acts of God, fire, flood, explosion, earthquake, or other natural forces, civil or military authority, terrorists, war, civil unrest, accident, any strike or labor disturbance, shortage or inability to obtain critical material or supplies, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, or any other event similar to those enumerated above and beyond CovaChem’s control. Such excuse from liability shall be effective only to the extent and duration of the event(s) causing the failure or delay in performance and provided that the Party has not caused such event(s) to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation.
13.7. No Waiver; Invalidity. Our failure to exercise any rights under the Agreement is not a waiver of our rights to damages for your breach of contract and is not a waiver of any subsequent breach. If any provision or part of the Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Agreement. No person other than you or us will have any rights under the Agreement.
13.8. Headings. Headings are for convenience only and shall not be used in the interpretation of these Terms.
13.9. Confidentiality. You agree to keep confidential any non-public technical information, commercial information (including prices, without limitation) or instructions received from us as a result of discussions, negotiations and other communications between us in relation to our products or services.
13.10. Notices. Any notice or communication required or permitted under these Terms must be in writing and will be deemed received when personally delivered, or 3 business days after being sent by certified mail, postage prepaid, to a party’s specified address.
13.11. Requirement to Reduce to Writing. No waiver, consent, modification, amendment or changes to the terms of the Agreement will be binding unless in writing and signed by both of us. Our failure to object to terms contained in any subsequent communication from you will not be a waiver or modification of our Agreement.
13.12. Severability. Any provision of the Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.
Updated January 25, 2022