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These Terms and Conditions apply to access to the DempoChem website, client portal, online forms, and other DempoChem digital services and, unless a separate written agreement states otherwise, to quotations, purchase orders, order confirmations, invoices, product sales, custom synthesis, analytical support, sourcing, process development, and CDMO services supplied by DempoChem or a DempoChem affiliate. By using the website or client portal, submitting an inquiry, placing an order, accepting a quotation, or receiving products or services, the customer accepts these terms.
These terms are intended for business-to-business transactions with laboratories, pharmaceutical companies, biotechnology companies, universities, hospitals, distributors, and other qualified organizations. We do not sell research chemicals, intermediates, APIs, or development materials to patients or private individuals.
If several documents apply to a transaction, they control in this order: signed master services agreement, supply agreement, quality agreement, or other negotiated contract; the applicable DempoChem quotation, pro forma invoice, order confirmation, statement of work, or project proposal; product-specific documents supplied by DempoChem, including certificates of analysis, specifications, labels, safety data sheets, and storage instructions; then these Terms and Conditions.
Customer purchase order terms, portal terms, or boilerplate procurement terms do not amend these Terms unless DempoChem expressly accepts them in a signed written agreement.
The customer represents that it has authority to enter into the transaction and that all information provided to DempoChem is accurate, complete, and not misleading. The customer is responsible for confirming that its purchase, import, storage, handling, use, transfer, and disposal of any product or service comply with applicable laws, permits, institutional rules, safety requirements, and professional standards.
DempoChem may request end-use statements, import information, licenses, tax documents, business credentials, or other compliance records before accepting or shipping an order. DempoChem may refuse, suspend, or cancel a transaction where product availability, safety, export control, sanctions, misuse, payment, regulatory, or other compliance concerns exist.
The DempoChem client portal is provided as a secure business convenience for invited customers to access company profile information, notification preferences, assigned dossiers, dossier file metadata, and documents shared by DempoChem. Portal access does not create a public file repository, marketplace, ordering system, or general document-distribution right.
Portal accounts are issued only to authorized customer representatives. The customer is responsible for keeping account credentials confidential, using strong passwords, promptly notifying DempoChem of suspected unauthorized access, and ensuring that only current personnel with a legitimate business need access the portal or downloaded dossier materials.
Dossiers, documents, and other materials made available through the portal are provided for the customer's internal business purposes relating to the applicable DempoChem transaction. They may not be shared, published, resold, uploaded to public systems, or used for any unrelated third-party purpose without DempoChem's prior written consent.
Portal access, assigned dossiers, available documents, download links, and related electronic notices may change, expire, or become unavailable. DempoChem may correct, replace, withdraw, restrict, suspend, or disable any portal access or materials for security, confidentiality, compliance, maintenance, account administration, or document-control reasons.
Portal records and electronic notices may support business administration, document delivery, and customer communication, but they do not replace signed agreements, accepted quotations, order confirmations, invoices, certificates of analysis, specifications, quality agreements, or other controlling transaction documents unless DempoChem expressly states otherwise in writing.
Unless DempoChem expressly agrees otherwise in a signed written document, products supplied by DempoChem are for laboratory research, analytical use, development, process research, quality evaluation, regulatory development, or manufacturing process development only. They are not intended for human or veterinary administration, clinical use, diagnostic use, therapeutic use, food, feed, cosmetics, household applications, or direct consumer use.
Many research materials have not been fully tested for every chemical, toxicological, physiological, environmental, or handling hazard. Products must be handled only by technically qualified personnel, or under their direct supervision, in facilities equipped for the relevant hazard class. The absence of a hazard warning, label statement, or safety classification must not be interpreted as evidence that a product is safe for unrestricted use.
Products are not supplied under cGMP, ICH clinical supply, food-grade, diagnostic, medical device, or other regulated-use standards unless the applicable written quotation or contract expressly states that such standards apply.
Website descriptions, structures, formulas, images, catalog data, stock status, lead times, prices, regulatory notes, and technical information are provided for business and research reference. DempoChem may correct or update them without prior notice. Availability on the website does not guarantee that a product may be sold to every customer, destination, or intended use.
Binding product specifications are those stated in the accepted quotation, order confirmation, product label, certificate of analysis, or other product-specific document issued by DempoChem for the relevant lot. Typical values, literature references, and historical data are not guaranteed specifications unless DempoChem expressly identifies them as such.
A certificate of analysis is provided where available or applicable. Safety data sheets and additional analytical information may be provided upon request or where required. Additional data packages, method details, stability information, route information, NMR, HPLC, LC-MS, residual solvent, elemental impurity, microbial, or other testing may require a separate quotation and may not be available for every product or lot.
Product appearance may vary from images, literature descriptions, or prior lots because of salt form, hydrate or solvate form, polymorph, crystal habit, residual solvent, moisture content, particle size, storage history, or purification conditions. A product may be supplied as a powder, solid, oil, foam, gum, semi-solid, wax-like material, solution, or other physical form if it conforms to the agreed chemical identity and specifications.
Prices, package sizes, shipping costs, taxes, duties, currency, lead times, and availability are subject to change unless fixed in an accepted written quotation. Quotations are valid only for the period stated in the quotation; if no validity period is stated, DempoChem may revise or withdraw the quote before order acceptance.
New customers, custom orders, high-value orders, and orders requiring special procurement or production may require advance payment. Credit terms are available only after DempoChem approval and may be changed or withdrawn if payment risk changes. Unless a quotation or invoice states otherwise, payment is due in the currency and on the due date shown on the invoice.
The customer is responsible for sales tax, value added tax, withholding tax, customs duties, brokerage fees, inspection fees, import fees, bank charges, and other governmental or transaction charges unless valid exemption documents are supplied and accepted before invoicing. DempoChem may suspend open orders, withhold shipment, or pause services for overdue payments.
An order is accepted only when DempoChem issues a written order confirmation, accepts a purchase order in writing, ships the product, or begins the agreed service. DempoChem may reject or cancel an order before acceptance for product availability, compliance, technical, safety, regulatory, credit, or commercial reasons.
Orders may not be changed or cancelled after acceptance without DempoChem's written approval. Catalog products may be cancellable only before shipment or special packaging. Made-to-order products, custom synthesis, custom analysis, sourced products, reserved inventory, temperature-controlled products, hazardous products, and CDMO work are normally non-cancellable once procurement, preparation, production, testing, documentation, or shipment planning has started.
If DempoChem approves cancellation of a custom or special order, the customer remains responsible for costs already incurred, including raw materials, third-party procurement, labor, analytical testing, reserved capacity, packaging, disposal, freight, and completed project milestones.
DempoChem will make commercially reasonable efforts to ship by qualified carriers and by the method stated in the quotation or order confirmation. DempoChem may choose or change the carrier, route, packaging, temperature control, or shipping schedule where needed for safety, customs, documentation, product stability, carrier restrictions, weather, compliance, or cost control.
Incoterms, freight responsibility, insurance, and title transfer are as stated in the applicable quotation, order confirmation, or invoice. If no delivery term is stated, risk of loss or damage transfers to the customer when the goods are handed to the carrier or otherwise made available for pickup. Estimated shipment or delivery dates are not guaranteed.
The customer is responsible for import permits, customs clearance, local registrations, end-use approvals, receiving capability, and compliance with destination-country restrictions. DempoChem is not responsible for delays, seizure, return, storage charges, demurrage, failed delivery, or disposal arising from incomplete import documents, refused customs clearance, unavailable receiving staff, or local restrictions outside DempoChem's control.
Additional charges may apply for hazardous material packaging, temperature-controlled packaging, dry ice, ice packs, special containers, barrier packaging, certificates, legalization, courier surcharges, remote destinations, re-shipment, storage, or returned shipments.
The customer must inspect products promptly upon receipt. Shipping damage, missing items, incorrect items, or visible discrepancies must be reported in writing within five business days after delivery. Quality claims must be reported within thirty days after delivery, or before product expiry if earlier. Claims should include the order number, lot number, product label, photographs where relevant, storage conditions, and analytical evidence sufficient to evaluate the issue.
No product may be returned without prior written return authorization from DempoChem. Returned products must remain in original packaging with labels intact and must be shipped according to DempoChem's instructions. DempoChem may reject unauthorized, unsafe, opened, improperly stored, improperly packaged, expired, relabeled, contaminated, or damaged returns.
The following products are generally not returnable: custom synthesis products, made-to-order products, special-order or sourced products, opened products, temperature-controlled products, hazardous materials, products with altered or damaged labels, expired products, and products that have left the customer's controlled storage environment.
If DempoChem confirms that a product did not conform to the agreed specifications at the time of delivery, the customer's exclusive remedy and DempoChem's sole obligation will be, at DempoChem's option, replacement of the affected product, rework where practical, credit, or refund of the purchase price paid for the affected product. Freight, handling, downstream testing, lost research time, lost production, or other consequential costs are not recoverable unless expressly agreed in writing.
Custom synthesis, route scouting, process development, analytical method work, scale-up, sourcing, regulatory support, and CDMO services are governed by the applicable proposal, statement of work, quotation, milestone plan, quality agreement, and any signed project contract. Project work begins only after DempoChem accepts the order and receives any required advance payment, technical package, reference standard, customer material, or compliance documents.
Project timelines, yields, purities, scale, analytical results, and delivery dates are estimates unless DempoChem expressly guarantees them in writing. Technical obstacles, unstable intermediates, unavailable raw materials, route changes, purification difficulty, analytical ambiguity, safety concerns, regulatory restrictions, and supplier delays may affect timing, cost, quantity, or feasibility.
DempoChem may recommend changes to route, process conditions, isolation form, salt form, counterion, hydrate or solvate form, polymorph, packaging, or analytical approach where technically justified. Material may be delivered within reasonable quantity tolerances common for development work unless exact quantity is expressly required in writing.
If a project becomes technically infeasible, unsafe, commercially unreasonable, or non-compliant, DempoChem may stop work after notifying the customer. Unless otherwise agreed, the customer remains responsible for completed milestones and costs incurred before termination.
Unless a signed agreement states otherwise, each party retains its pre-existing intellectual property and confidential know-how. DempoChem retains process know-how, general methods, platform improvements, and manufacturing experience developed or used in performing services, while the customer receives the agreed material, deliverables, and project data described in the applicable order or contract.
The listing, quotation, sale, or supply of any product does not grant a license under any patent, trademark, copyright, regulatory exclusivity, data exclusivity, trade secret, or other third-party right. DempoChem does not represent that any customer's intended use, resale, formulation, manufacture, filing, clinical activity, commercialization, import, or export will be free from infringement or regulatory restriction.
The customer is solely responsible for determining whether its intended use, transfer, filing, development program, or commercialization complies with applicable intellectual property, regulatory, and competition laws. References to innovators, brand names, trademarks, approved drugs, or third-party products are for identification or scientific context only and do not imply affiliation, endorsement, license, or authorization.
Where a product, intermediate, route, or use may be covered by active patents or exclusivities, it is supplied only for lawful research, development, regulatory, experimental, or other legally permitted purposes, and not as an inducement to infringe third-party rights.
DempoChem warrants only that, at the time of delivery, products will conform to the specifications stated in the applicable DempoChem certificate of analysis, label, order confirmation, or written product specification. This warranty applies only to the original customer and only if the product is transported, stored, handled, and used according to DempoChem's instructions and accepted laboratory practice.
Except for the limited warranty above, products, services, website content, technical information, and project guidance are provided without any other warranty, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, successful assay performance, regulatory acceptance, scale-up success, or suitability for the customer's intended use.
Any warranty is void if DempoChem determines that the product was misused, improperly stored, improperly transported, opened, altered, contaminated, combined with other materials, used after expiry, relabeled, transferred to another party, or used outside the stated restrictions.
To the fullest extent permitted by law, DempoChem's total liability for any claim arising from a product, order, project, service, shipment, quotation, website use, or technical information will not exceed the amount paid by the customer for the specific product or project milestone giving rise to the claim.
DempoChem will not be liable for indirect, incidental, special, punitive, exemplary, or consequential damages, including lost profits, lost revenue, business interruption, failed experiments, lost samples, lost production, replacement procurement, regulatory delay, loss of data, or costs of handling, testing, storage, disposal, recall, or downstream use.
The customer agrees to indemnify and hold DempoChem harmless from claims, damages, losses, penalties, costs, and expenses arising from the customer's misuse, improper handling, storage, import, export, transfer, resale, formulation, clinical use, commercial use, regulatory violation, intellectual property claim, unauthorized application, or breach of these terms.
The customer must comply with all applicable export control, import, sanctions, embargo, customs, anti-diversion, anti-bribery, anti-money laundering, chemical control, hazardous goods, and end-use laws. The customer represents that it is not a restricted party and will not sell, transfer, export, re-export, divert, or use DempoChem products or services for prohibited countries, entities, persons, weapons, unlawful drug manufacture, unauthorized clinical use, or other unlawful purposes.
DempoChem may screen customers, destinations, and transactions. DempoChem may disclose transaction records to government, law enforcement, customs, carrier, or regulatory authorities where required by law or reasonably necessary for compliance.
Technical support, safety comments, literature references, route suggestions, product comparisons, solubility guidance, stability comments, and other scientific information are provided for professional evaluation only. They are not medical advice, regulatory advice, legal advice, a product warranty, or a guarantee of experimental or commercial outcome.
Unless DempoChem agrees in writing, DempoChem is not obligated to provide proprietary routes, manufacturing procedures, purification methods, analytical methods, full spectra, raw data, stability studies, formulation procedures, validation packages, impurity synthesis, biological protocols, or regulatory filing documents.
Personal information is handled according to DempoChem's Privacy Policy. Technical, business, and project information exchanged under a signed confidentiality agreement will be handled according to that agreement. If no confidentiality agreement applies, customers should avoid submitting highly sensitive confidential information through public website forms.
All non-public information, documents, data, specifications, quotations, pricing, technical discussions, analytical results, certificates, methods, process information, route suggestions, project materials, supplier information, and other business or technical information provided by or on behalf of DempoChem are DempoChem Confidential Information.
The customer may use DempoChem Confidential Information only for its internal evaluation, negotiation, purchase, receipt, use, or performance of a transaction with DempoChem. The customer may not disclose, publish, reproduce, distribute, transfer, or make such information available to any third party without DempoChem's prior written consent, except to its employees, affiliates, professional advisers, or contractors who have a need to know for the permitted purpose and are bound by confidentiality obligations no less protective than these Terms. The customer remains responsible for any breach by such persons.
The customer must protect DempoChem Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Upon DempoChem's request, the customer must return or destroy DempoChem Confidential Information, except for copies retained solely for legal, compliance, or archival purposes.
These obligations do not apply to information that the customer can demonstrate was publicly available without breach of these Terms, lawfully known before disclosure, lawfully received from a third party without confidentiality restriction, independently developed without use of DempoChem Confidential Information, or required to be disclosed by law or regulatory authority. If disclosure is legally required, the customer must, where legally permitted, give DempoChem prompt notice and reasonably cooperate to limit the scope of disclosure.
The confidentiality and limited-use obligations survive completion, cancellation, expiration, or termination of any order, quotation, project, or business relationship for five years, and for trade secrets for so long as they remain protected under applicable law.
DempoChem may use non-confidential inquiries, comments, feedback, and suggestions to improve its website, services, product catalog, and business processes without owing compensation to the submitter.
Website and client portal content, including text, graphics, images, product data, structures, software, layout, logos, trade names, account interfaces, dossier listings, file metadata, and downloadable documents, belongs to DempoChem or its licensors and is protected by applicable intellectual property laws. Users may not copy, scrape, harvest, redistribute, reverse engineer, interfere with, or misuse the website or client portal except for normal business reference, lawful inquiry, and authorized internal dossier access purposes.
The website or client portal may contain links or references to third-party websites, databases, standards, publications, carriers, storage providers, authentication providers, or other service providers. DempoChem is not responsible for third-party content, accuracy, policies, security, availability, or products.
DempoChem will not be responsible for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemic or public health events, fire, explosion, accident, labor disruption, utility failure, cyber incident, transportation delay, carrier restriction, customs action, governmental order, export restriction, sanctions, war, civil unrest, shortage of materials, supplier failure, or other force majeure events.
DempoChem may update these Terms from time to time by posting a revised version on this page. The version in effect when DempoChem accepts an order governs that order unless the parties agree otherwise in writing. Continued use of the website after an update constitutes acceptance of the updated website terms.
If any provision is held invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision will be interpreted or replaced to achieve the closest lawful commercial effect. The governing law, dispute forum, and selling entity are those stated in the applicable quotation, order confirmation, invoice, or signed agreement. If no specific law or forum is stated, disputes will be handled by the competent courts and laws applicable to the DempoChem entity issuing the relevant invoice.
Questions about these Terms or a specific transaction may be sent to info@dempochem.com. For product, quotation, document, or project-specific issues, please include the relevant product name, CAS number, order number, quotation number, lot number, and a short description of the request.