Terms and Conditions of Sale and Service
1. Interpretations
- Business Day: A weekday excluding Saturdays, Sundays, and public holidays.
- Collection Location: Next Chemicals Ipa’s premises or another agreed location.
- Conditions: These terms and conditions.
- Contract: The agreement between Next Chemicals Ipa and the Customer.
- Customer: The person or company buying the Goods.
- Delivery Location: The agreed location for delivering the Goods.
- Force Majeure Event: An event beyond a party’s control.
- Goods: The products or services being sold.
- Next Chemicals Ipa: Next Chemicals Ipa Limited.
- Order: The Customer’s request for the Goods.
- Specification: The agreed details of the Goods.
2. Basis of Contract
- These Conditions govern all sales between Next Chemicals Ipa and the Customer.
- The Order is an offer by the Customer to buy the Goods.
- Next Chemicals Ipa accepts the Order by issuing a written acceptance.
- Samples are for information only and don’t imply any warranty.
3. Goods
- The Goods are described in the Specification.
- The Customer indemnifies Next Chemicals Ipa for any intellectual property claims arising from the Specification.
- Next Chemicals Ipa reserves the right to amend the Specification.
- Next Chemicals Ipa provides advice on suitability but doesn’t guarantee it.
- The Customer must handle the Goods safely and competently.
4. Delivery and Collection
- The Customer checks the Goods before use.
- Next Chemicals Ipa delivers to the Delivery Location or the Customer collects from the Collection Location.
- Risk transfers to the Customer upon delivery or collection.
- Next Chemicals Ipa may charge for containers or packaging.
- Delivery dates are approximate.
- Next Chemicals Ipa may refuse delivery if storage facilities are unsafe.
5. Quality
- Next Chemicals Ipa warrants the Goods conform to the Specification.
- If defective, Next Chemicals Ipa will replace or refund.
- Next Chemicals Ipa is not liable for defects caused by the Customer’s actions.
6. Title
- Title to the Goods passes upon full payment or resale.
- Until title passes, the Customer must store, insure, and notify Next Chemicals Ipa of certain events.
7. Intellectual Property
- The Customer doesn’t acquire intellectual property rights in the Goods.
8. Price and Payment
- The price is as stated in Next Chemicals Ipa’s order acceptance.
- Next Chemicals Ipa may increase the price due to certain factors.
- Payment is due within 30 days.
- Late payments incur interest.
9. Termination
- Next Chemicals Ipa may terminate the Contract for various reasons, including breach or financial difficulties.
- Upon termination, the Customer must pay outstanding amounts.
10. Limitation of Liability
- Next Chemicals Ipa is not liable for certain losses, including loss of profit or consequential losses.
- Next Chemicals Ipa’s total liability is limited to the price of the Goods.
11. Force Majeure
- Neither party is liable for delays caused by events beyond their control.
12. General
- Disputes are resolved through mediation or arbitration.
- Next Chemicals Ipa may assign its rights or obligations, but the Customer cannot without Next Chemicals Ipa’s consent.
- Confidential information must be kept confidential.
- The Contract is the entire agreement between the parties.
- Variations to the Contract must be in writing.
- Waivers must be in writing.
- If any provision is invalid, the remaining provisions will still be enforceable.