Table of Content
- Scope of the Terms
- Requirements for use
- Consideration for Searching Services
- Purchasing the Products
- Payment conditions
- Closing provisions
1. Scope of the Terms
- 1.1 The Terms regulate the Parties’ rights and obligations in connection with the use of the Website; and the services offered by the Company on the Website; not including Consultancy (hereinafter "subject matter").
- 1.2 The services offered by the Company on the Website are the following: Searching Services ("Searching Services") help the Client in searching and finding the required chemicals and chemical compounds from the Company’s database, for laboratory research ("Products"); Selling the Products chosen from the search result of Searching Services, provided they are available for sale to the Client on the Website; Consultancy Services assist the Client in finding the Products that match the Client’s needs. The Consultancy Services provided by the Company are subject to a separate agreement between the Company and the Client.
- 1.3 The Terms are an absolute and complete understanding between the Parties on the subject matter and supersede all prior agreements and understandings in relation to it. Any deviation from the Terms shall be valid only if approved by the Company in writing. Unless otherwise agreed in writing the Client’s terms and/or conditions shall not be applicable to the subject matter.
- 1.4 The Company reserves the right to amend these Terms any time at its sole discretion. The amended version becomes effective immediately upon posting. The Company inform the Client about modification two weeks before it becomes effective. It is the Client’s responsibility to review the Terms and the services offered on the Website prior to each use. By continuing, the Client agrees to any changes.
2. Requirements for use
- 2.1. By accessing and using the Website, the Client agrees to be bound by these Terms. Using the Website and performing a search require registration by the Client.
- 2.3 By registering, the Client confirms that under applicable law, it is legally competent and capable to enter into a contract with respect to the acceptance of these Terms; and that all necessary steps have been taken to enable it to be lawfully bound by these Terms.
- 2.4 The Company is entitled to refuse any application for registration and to revoke or restrict the Client’s access to the Website at its sole discretion.
- 2.5 The Client may not select or use a username under which another person has rights without such person’s authorization, neither can the Client register under a username that the Company deems offensive. It is the Client’s responsibility to maintain the confidentiality of its password and to restrict access to it by unauthorized persons. All damages resulting from the loss of the Client’s password, as well as from its use by unauthorized persons are the responsibility of the Client.
- 2.6 The Client shall notify the Company of any changes in its data held in the Company’s database.
- 2.7 The Client must not use the Website or the services offered on it in a manner that is or has ever been the subject to any potential or actual legal proceedings or other similar complaint. The Website must not be used in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. The Website must not be used for transmission or broadcasting of unsolicited commercial communications.
- 2.8 The Client undertakes to refrain from any systematic or automated data collection (including but not limited to scraping, data mining, data extraction and data harvesting).
- 2.9 The Client acknowledges that the Company own the intellectual property rights, which include rights relating to scientific works, inventions in all fields of human endeavor like patents, scientific discoveries, industrial designs, trademarks, service marks, commercial names, designations, and protection against unfair competition on the Website. In consideration of the above, the Client undertakes to refrain from disclosing, selling, renting, sub-licensing any material (including the search result of the Searching Services) from the Website to third parties. Downloading and printing pages from the Website are allowed for the Client’s own business purposes only.
- 2.10 Content of the Website must not be edited or altered in any way.
- 2.11 Failure to comply with Articles 2.4, 2.5, 2.6, 2.7 or 2.8 shall constitute a breach of these Terms, which may result in suspension or revocation of the Client’s access; and/or in blocking computers using the Client’s IP address for accessing the Website; or blocking Client’s access to the website. In the event of such a suspension revocation or blocking, the Client must refrain from any actions which aim to circumvent these measures.
3. Consideration for Searching Services
- 3.1 Searching Services is free of charge with certain limitations.
- 3.2 Apart from the above, the fee of the Searching Services depends on the complexity and tools available for Client.
4. Purchasing the Products
- 4.2 In order to buy the chosen Products, the Client shall request a quote for the desired Product from the Company. This request constitutes an invitation to treat.
- 4.3.1 A request for a quote can be placed electronically using the quote button and filling in all fields of the proper online form. A request for a quote can be modified or cancelled via email until the moment of confirmation of the purchase by the Company.
- 4.3.2 After a request for a quote was placed, the Company shall start processing the Client’s request, in order to deliver a written electronic quote (hereinafter "quote") to the Client within a reasonable period of time. This constitutes an offer and its validity is specified in the quote itself.
- 4.3.3 The Client shall send an electronic notice of acceptance to the Company within 3 days of the reception of the quote. Should the Client fail to obey by the time limit, the Company will be discharged of its obligations and may consider the quote unaccepted. In case the notice of acceptance is delivered in time, except for the case described in Clause 4.3.4, both Parties shall be bound by their statements and shall perform their contractual obligations resulting from the acceptance of the Company’s quote.
- 4.3.4 Any deviation from the terms of the quote defined in the Client’s notice of acceptance shall be deemed to be a counter-offer, which the Company is free to confirm or reject. If the Company does not deliver an electronic confirmation ("purchase confirmation") to the Client within 2 days of the reception of the counter-offer, the Client will be discharged from its obligations and consider the counter-offer unaccepted. In case the purchase confirmation is delivered in time, both Parties shall be bound by their statements and shall perform their contractual obligations resulting from the acceptance of Client’s counter-offer. Counter-offers can be modified or cancelled via email until the moment of confirmation of the purchase by the Company.
- 4.4 In order to perform its obligations under the contract resulting from the acceptance of its order/counter-offer or the Company’s quote, the Client shall pay the price defined in advance in the the Company’s quote. Exact and timely payment is the prerequisite for supplying the required Products. Should the Client fail to perform his or her payment obligations in time, the Company is entitled to withhold the Products or to cancel the contract. If the Company decides to withhold the Products, it is entitled to charge an additional storage fee. In the event of cancelling the contract, the Company may charge the Client for all damages arising from the termination.
- 4.5 In the event of due payment, the Company shall ensure proper supply of the purchased Products within a reasonable period of time. Shipping is handled at the location specified by the Client during the placing of the order or the request for a quote. The time frame specified by the Company in the purchase confirmation or in its quote shall only be considered informational. The Company does not guarantee that the Products will be delivered within that time frame.
- 4.6 The risk of accidental loss or damage to the Products shall pass to the Client on the date the Company or a third person dispatches them to the Client.
- 4.7 If the delivery of the purchased Products is unsuccessful for reasons that cannot be attributed to the Company, the Company is entitled to charge the Client for storage and may charge it for all damages arising from the unsuccessful delivery.
4.8 The Client shall examine the purchased Products and notify the Company in writing in case of any shortage, defect or damage, within 3 days of the delivery. If the Client fails to comply with the time limit, the Company shall be conclusively deemed to have met its contractual obligations.
- 4.8.1 In case of defective performance or a difference between the purchased goods and the ones delivered, the Company may either replace the items in question, or refund the amount received for them at its sole discretion. The Company shall notify the Client of its decision within a reasonable and expected time.
- 4.8.2 Apart from the alterations absolutely necessary for the examination of the purchased Products (such as opening the package and/or taking a sample), the Client shall return the purchased Products in the same condition as they were received in within 5 days of the receipt of notification in Clause 4.8.1. This includes returning all accessories, warranty papers and the original or photocopied invoice. The Company is under no obligation to accept incomplete or defected returns with alterations beyond the absolutely necessary, nor it is obliged to refund payments for such unacceptable items. In cases when defected or incomplete returns are accepted, the Company has the right to recover his loss from the Client for all such transactions.
- 4.8.3 Purchased Products may be returned to the Company via regular postal services, courier or carriage methods. The Company does not facilitate the handling of returns in person. Should the Client decide to return the Products by regular postal services, it shall send the Products insured. The shipping costs of returned Products are considered to be the Client’s responsibility; therefore, the Company will not accept any packages sent by C.O.D. payment.
- 4.8.4 In case the Company decides to replace the items and the returned Products comply with the rules stated in Clauses 4.8.2 and 4.8.3, the Company shall immediately inform the Client of the estimated time needed for the execution of the replacement.
- 4.8.5 In case the Company decides to reimburse the Client, it undertakes to refund the purchase price amount paid at purchase, as well as the costs associated with the return of the Products. The reimbursement shall be done via bank wire transfer to the Client, within 30 days of the reception of the Products, provided that the returned Products comply with the rules stated in Clauses 4.8.2 and 4.8.3.
5. Payment conditions
- 5.1 The fees in the Company’s quote are shown in US dollars and include value added tax and other possible taxes imposed. In addition, the Company’s purchase confirmations and the Company’s quotes also contain the additional fees that may arise from the purchase (e.g. shipping fee and other delivery charges).
- 5.2 The Company reserves the right to determine the fees of the Products, as well as the amount of freight and shipping fees associated with each Product. Any deviation from the prices or fees relating to the delivery of the Products and determined in the Company’s quote are unacceptable. The Company will reject the Client’s counter-offers initiating such deviations.
- 5.3 The Client shall pay the prices and all additional fees stated in the Company’s quote by bank transfer or merchant services (by debit or credit card) available on the Website. The Company’s current account and the deadline for payment are defined in the purchase confirmation or in the quote. The Client expresses its chosen payment method when placing the order or the request for a quote. The Company provides an electronic invoice for the purchase upon the acceptance of the order or the quote.
- 6.1 The Company warrants to the Client that it is (or will be at the relevant time) entitled to sell the Products and that the Products are free of any charge or encumbrance. Therefore, the Client shall enjoy quiet possession of the Products.
- 6.2 The Company warrants to the Client that the purchased Products meet their specification in the product description and are the equivalent of the image of the chemical structure of the Product available on the Website. With regard to the warranty, the terms and conditions provided by the manufacturer of the Product shall govern.
- 6.3 The Company excludes all warranties relating to the Website.
- 7.1 Restrictions of responsibilities included in this section can only be applied in the aspects of damages where the applicable law allowed such exclusions and restrictions at the time when such damage happened.
- 7.2 Provisions stated in this section apply not only to the liabilities arising from the contract, but also to tort liabilities arising from the use of the Website or the services offered thereon.
- 7.3 The Company is not liable for losses that cannot be connected or attributed to its behaviour; for any resulting financial loss (including but not limited to lost revenue, any loss of business or contracts, goodwill, income and anticipated savings), as well as losses that are due to the Customer’s non-compliance with its obligations.
- 7.4 The Company cannot be held responsible if its attempt to fulfil the obligations under these Terms fails due to any reason outside of the scope of its operation (including but not limited to force majeure events), as well as in situations when the unforeseen and unavoidable behaviours of a third party – including shipping or courier services requested by the Company or its Internet service provider – result in such breach of obligations. In case of a force majeure event (including but not limited to natural disasters, fire, explosion, epidemic, ionising radiation, government action, legislative action, wars, military occupation, extraordinary conditions, declaration of martial law or emergency measures and its consequences, civil war, terrorist actions, uprising, revolution, insurrection, riot, hacker attacks, virus, power failures) the Company is entitled to suspend the performance of its obligations affected by the force majeure event until the force majeure event has ceased. The Company shall immediately notify the Client of such suspension, provided that it can be expected in the given situation.
- 7.5 The Client shall indemnify the Company and hold it harmless for any claim, demand for loss, liability or damage, by whomsoever brought, arising from any breach by any of the Client’s obligations under these Terms.
7.6 Liability relating to the use of the Website
- 7.6.1 It is the Client’s responsibility to ensure the safe operation of its computer and the data stored on it. The Company is not responsible for any damage arising from the usage of its Website – especially data loss and corruption – under any circumstances.
- 7.6.2 The Client is liable for providing real, accurate, reasonably complete and not misleading information during the registration process. The Client undertakes responsibility to maintain and update this information on a continuous basis and to keep it real, accurate and reasonably complete. The Client shall suffer all the consequences of providing false, inaccurate, incomplete, misleading or out-dated information.
- 7.6.3 The Company is not liable for ensuring the availability, completeness, and accuracy of the Website, nor is it responsible for keeping the Website up-to-date.
- 7.6.4 Third parties may provide links to other websites on the Website for the user’s information. The Company cannot control the contents of such websites; therefore it excludes its liability for them and for any loss or damage arising from their use.
- 7.6.5 The Company excludes all liability in relation to information and Searching Services provided free-of-charge as stipulated in Clause 3.1.
7.7 Liability relating to the purchased Products
- 7.7.1 The Company cannot be held responsible for any direct or indirect damages resulting from improper handling, storage or product use (including the handling, storage or product use which is not in accordance with the Company’s or the manufacturer’s instructions). Due to the hazardousness of certain Products, and in recognition thereof, it is the Client’s responsibility to look into such hazards, psychological or toxicological properties, and take them into full consideration. This obligation applies before the purchase, as well as before the use of the Products. The Client bears responsibility for making sure that whoever comes in contact with the Product, is aware of the before mentioned hazards and properties.
- 7.7.2 The Company is not responsible for any patent and copyright infringements caused by the sale, supply or use of the Products whether alone or combined with other Products.
- 7.7.3 The Company’s liability for purchased Products is limited to the price of the Product concerned.
- 7.7.4 The Client is liable for acting in accordance with applicable laws ruling the import, export, distribution, sale, supply, delivery and the use of the purchased Products.
8. Closing provisions
- 8.1 Without prejudice to the Company’s other rights under these Terms, if the Client infringes any provision stipulated in these Terms the Company is entitled to bring an action against the Client for breach of these Terms.
- 8.2 No waiver by the Company of any default of the Client under these Terms shall operate or be construed as a waiver of any future defaults, whether identical or different in character. No forbearance by the Company to the Client shall in any way release, discharge or otherwise affect the Client’s liability under these Terms. Any waiver of the rights under these Terms shall only be binding, if it is written and signed by the party waiving its rights.
- 8.3 Transferring the Client’s rights and/or obligations under these Terms, such as assignment, charge, subcontracting shall be deemed void. The Client acknowledges that the Company has the right to transfer its rights and obligations under these Terms without limitation.
- 8.4 If a provision of these Terms is or becomes void or unenforceable, the validity of the remaining provisions of the Terms shall not be affected.
- 8.5 The commercial name Softmining (or SMP) and the Company’s logo constitute the Company’s intellectual property. The Company does not authorize any Client to the use them, such use shall be deemed to be an infringement of the Company’s rights.
- 8.6 Any communication between the parties pertaining to these Terms shall only be valid and effective in writing; and in the absence of provisions expressly to the contrary in this contract. In the absence of a provision expressly to the contrary in this contract or a separate written agreement between the parties, the Client shall send the communications addressed to the Company (including requests for information or filing a complaint) to the addresses or email addresses specified on the Website, under the “Contact” option.
- 8.7 These Terms are governed by and construed according to the laws of Hungary, therefore, in matters not regulated in the Terms, such laws in force shall apply.
- 8.8 The Parties agree to first negotiate all disputes, controversies or differences that may arise from or relate to these Terms and the transactions it is intended to govern. Only when no mutual agreement could be reached, shall they request court assistance. The courts of Italy shall have the exclusive jurisdiction over all disputes, controversies or differences between the Parties.