GENERAL. Unless otherwise agreed in writing, these general terms and conditions of sale (“GTCs”) comprise the basis on which OTAVAchemicals LTD. (“Seller”) sells product and/or services related to such product (together “Product”). Buyer’s terms and conditions of purchase shall not apply. In these GTCs, Seller and the counter party to any Contract shall be referred to as “Seller” and “Buyer” respectively; each may also be referred to as “Party” and together as “Parties”.

“Contract” means the relevant Order Confirmation, these GTCs and any other terms agreed to in writing executed by the Parties.

“Order Confirmation” means the written confirmation from Seller to Buyer in relation to supply of Product.

PLACING OF ORDERS. Orders can be placed by fax, e-mail and mail. Offers and orders become only legally binding if they were confirmed by Seller in writing or if Seller sent the commodity and invoice to the customer. Offers are without obligation.

DELIVERY/COLLECTION - TITLE. The method of shipment will be determined by Seller. Deliveries shall take place evenly spread over the period of the Contract. Risk of loss or damage to Product shall pass to Buyer upon delivery. Title shall pass simultaneously with risk. For collection of Product, Buyer shall comply with the standard policies, rules and/or procedures applicable at the relevant terminal or site. These GTCs and the Order Confirmation shall prevail.

PRODUCT QUANTITY/QUALITY. Seller may supply an excess or deficiency of Product of up to 3% of the weight or volume ordered and Buyer shall pay for the quantity actually supplied. Seller warrants that Product delivered shall comply with the agreed specifications. Seller makes no other warranty or representation of any kind concerning Product, whether of merchantability, fitness for any particular purpose or otherwise, and none shall be implied. Seller shall measure, sample and test Product in its customary manner at the loading location to determine the quantity and quality of Product delivered. The results of such measurement, sampling and testing shall be treated, in the absence of fraud or manifest error, as conclusive and binding as to the quantity and quality of Product loaded.

TAX. Sales tax, duty or other governmental charge now or hereafter imposed on the Product (or on Seller, or required to be paid or collected by Seller by reason of the sale of such Product or raw material) shall be paid by the Buyer in addition to the sale price for Product.

PRICE AND PAYMENT. Buyer shall pay accurate and undisputed invoices within thirty (30) days of receipt of invoice. Invoiced amounts should reach Seller’s nominated bank account, net of all bank charges and without deduction, withholding or setoff, no later than the last day of the agreed payment term. Buyer shall also pay all freight costs associated with Product delivered under the Contract although, if Seller arranges transportation, freight costs may be paid by Seller and then added to Buyer’s invoice for payment by Buyer in addition to the price for Product. Any late payment not subject to good faith dispute shall bear interest at the key interest rate of 4% per year. If Buyer’s ability to pay is or may be impaired, in the reasonable opinion of Seller, Buyer shall upon Seller’s request provide security for payment in the form requested by and satisfactory to Seller at Buyer’s expense.

CANCELLATION OF ORDERS. In the case of cancellation an order by the customer before shipping OTAVAchemicals is entitled to charge all actual and reasonable costs incurred for Customer’s order prior to cancellation upon presentation of substantiating documentation.

LIABILITY AND CLAIMS. Seller’s and any of Seller’s Affiliates’ total liability for any claim arising out of or in connection with the Contract for negligence; breach of contract, warranty or statutory duty; or other tort shall not exceed the sale price of the relevant delivery of Product, if delivered, or, if liability arises from a failure to deliver, the sale price of Product had it been delivered. No Party shall be liable for loss of production, use, profit, business, goodwill or reputation, or for business interruption, wasted expenditure or any incidental, special, consequential, or punitive loss or damage(s) of any kind, whether suffered or claimed by the other Party or any third party. This exclusion of liability shall not apply to a Party's failure to deliver or take delivery of Product unless such failure is expressly excused under this Contract. Buyer shall indemnify Seller against any claims from third parties who do business with Buyer directly or indirectly in relation to the purchase by Buyer of Product that complies with specification. Without prejudice to applicable provisions for demurrage claims, any claim shall be made by Buyer by written notice, setting forth fully the facts on which it is based, immediately after the date when the facts were discovered or should have been discovered but in any event no later than 60 days after the loading date.

ASSIGNMENT. The assignment of rights and obligations under the Contract shall require the prior written consent of the other Party except that no consent shall be required where same is to a parent, subsidiary, affiliate, entity under common control with a party; or a reseller or intermediary or, with respect to Seller, to a purchaser of or successor to a significant portion of Seller’s assets and/or line of business associated with the Contract.

LAW AND DISPUTES. The Contract and any dispute or claim arising out of or in connection with it shall be governed by the laws of the country in which the non-initiating party is located without regard to conflict of laws principles.

PLEASE NOTICE:

Compounds covered by valid patents are solely for research use and are offered under research exemption in accordance with:

35 USC 271(e)+A13(1) in the U.S.
Section 69.1 of Japanese Patent Law in Japan
Section 11, No. 2 of the German Patent Act of 1981 in Germany
Section 60, Paragraph 5b of the U.K. Patents Act of 1977 in the U.K.
Sections 55.2(1) and 55.2(6) and other common law exemptions of Canadian patent law
Section 68B of the Patents Act of 1953 in New Zealand together with the amendment of same by the Statutes Amendment Bill of 2002

Some compounds may therefore not be available in some countries, to some institutions and for some uses. Please enquire on availability in your country. Any patent infringement issue and resulting liability is solely at buyer’s risk.

Compounds will be shipped only to corporations, universities, research institutes or governmental organizations.

Seller’s products are distributed for research use only. They have not been approved for any other purposes including, without limitation, diagnostic or therapeutic purposes, and use in preparation of food or pharmaceutical products or for administration to humans or animals.