Terms & Conditions

Reagent Chemical Services Inc.

Terms and Conditions

The following Terms and Conditions apply to any sales by Reagent Chemical Services Inc. (“Reagent”) to its customer (“Customer”). No other terms and conditions are effective unless expressly agreed to in writing by Reagent through its authorized representative.

  1. Acceptance of Orders. Reagent reserves the right to accept or reject any order and shall not be required to give any reason for non-acceptance.  No contract shall exist between Reagent and Customer until Reagent accepts the Customer’s order in writing through its authorized representative. Reagent’s acceptance of all orders and all offers, and all sales by Reagent, are subject to and expressly conditioned upon the Customer’s assent to these Terms and Conditions.  Customer’s acceptance of any offer by Reagent must be made on such terms and conditions exactly as offered by Reagent.  Any terms and conditions proposed by the Customer which are different from or in addition to those contained in this agreement are objected to by Reagent and shall be of no effect.  Commencement of performance or shipment shall not be construed as acceptance of any terms and conditions which are different from or in addition to those contained in this agreement.  

 

  1. Payment Terms. Unless otherwise expressly agreed to by Reagent, all sales are made on a cash prepayment or COD basi  Reagent may, in its sole discretion, offer Customer an open account.  However, Reagent reserves the right to terminate any such open account and/or to require up to full payment in advance or COD terms on any Customer or any account at any time.  Reagent may also impose limits on the amount to be accrued by any Customer or on any account.

 

  1. Delinquent Accounts. Any invoice not fully paid by the due date set forth therein shall be delinquent and subject to payment of 1.5% interest per month or the maximum legal limit, whichever is  Reagent may refuse to ship goods to any Customer having a delinquent account.  

 

  1. Time of Delivery. Reagent shall endeavor to meet any delivery date specified in the parties’ contract.  However, Reagent will not be liable for failure to meet a specified delivery date.  Where delivery is to be in installments, each installment shall be deemed to be sold under a separate contract.  Defective deliveries of one or more installments shall not entitle the customer to repudiate the contract with regard to any remaining installments.

 

  1. Delivery Generally. It is the responsibility of the Customer to provide accurate delivery information. Due to the nature of the goods, a signature is required upon receipt. Goods cannot be left unattended without a signature and failure to comply may result in additional delivery charges.  Reagent reserves the right to cancel any order if delivery cannot be completed. The Customer should inform Reagent of any specific delivery requirements, such as restricted access or the need for specialized delivery vehicles, to avoid incurring additional charges. The Customer shall confirm receipt by signing the delivery note, which may include details of any apparent loss, damage, or shortage.

 

  1. Risk of Loss. In the case of shipments by common carrier, Reagent’s responsibility ceases, and risk of loss passes, upon delivery of the goods to carrier at the shipping point.  In all other cases, risk of loss passes to Customer when the goods are delivered to Customer.

 

  1. Acceptance of the Goods. The Customer shall inspect the goods immediately on delivery thereof and shall within ten (10) days after delivery give notice to Reagent of any matter or thing by reason whereof the Customer may allege that the goods were non-conforming immediately prior to when the risk of loss passed to Customer.  If Customer fails to give timely notice of non-conformance, the goods shall be deemed to be in all respects conforming and the Customer shall be deemed to have accepted the goods.  If Customer gives timely notice of non-conformance, Reagent shall have a reasonable opportunity to inspect and, at its option, cure the non-conformity by repair or replacement.

 

  1. Return of Goods. Reagent may, in limited circumstances, accept the return of goods if preauthorized by Reagent.  All goods must be in a fit condition for resale. There will be a handling charge of 10% of the order value, subject to a minimum charge of $40, for any accepted returns.  Any returns to Reagent must be sent by means preauthorized by Reagent.  The following items will not be accepted for return: (a) chemical containers which have been opened since leaving our customer; (b) items no longer offered by Reagent; (c) goods which have been specifically sourced for the Customer’s order; (d) goods with either an expired shelf life, or a limited shelf life which makes the goods unsuitable for resale; or (e) Reagent branded products which have been supplied by a third-party supplier.

 

  1. Retention of Title. Reagent shall retain ownership of and title to all goods sold until all obligations of Customer (under all agreements between the parties) are paid in full and discharged.  If Customer fails to pay any note, order, or installment when due, all other unpaid notes, orders, or installments shall become due and payable immediately and Reagent shall have the right to take possession of the goods wheresoever they may be situated.  Customer does hereby grant to Reagent a security interest in the goods, authorizes Reagent to file any financing statements and related documents necessary to perfect or maintain such security interest, and agrees to execute such additional documents as may be required to perfect the lien granted herein.

 

  1. Taxes. All sales tax, excise taxes, or other forms of taxes levied as the result of the sale of the goods shall be the responsibility of Customer.  If Customer qualifies for any lawful exemption from any sales tax imposed by applicable law, Customer shall provide Reagent prior to invoice with an exemption certificate or other documentation satisfactory to Reagent to establish Customer’s exemption.

 

  1. Limited Warranty. Reagent warrants that all goods manufactured by Reagent and delivered to the Customer shall be free from defects in materials and workmanship as of the time that risk of loss passes to the Customer.  If the goods are found to be defective as of such time, Reagent shall, at its option, either repair or replace the defective goods.  THE WARRANTY SET FORTH HEREIN IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY, QUALITY AND FITNESS FOR USE AND FOR PURPOSE, ANY ADVICE AND RECOMMENDATION AND ANY OBLIGATIONS OR LIABILITIES WHICH MAY BE IMPUTED TO REAGENT, ANY AND ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED, DENIED AND EXCLUDED. NO WARRANTY IS MADE WITH RESPECT TO ANY OF THESE GOODS WHICH HAVE BEEN SUBJECT TO ACCIDENT, NEGLIGENCE, ALTERATION, IMPROPER CARE, IMPROPER STORAGE, IMPROPER MAINTENANCE, ABUSE OR MISUSE.

 

  1. Information Disclaimer. The images of goods displayed on Reagent’s website are for illustrative purposes only.  Actual goods and packaging may differ from those shown in the images. Reagent reserves the right to substitute products or packaging with suitable alternatives without notice.  All information contained within Reagent’s literature, whether online or offline, including but not limited to prices, specifications, availability, and delivery estimates, is subject to change without notice. Reagent reserves the right, at its discretion, to notify Customers of any changes, such as price increases or changes in specifications, prior to shipment. None of the products sold by Reagent are intended for human or animal consumption unless otherwise clearly stated. Furthermore, these products are not for use in the preparation of medicine or food without prior approval.

 

  1. Disclosure to Government Agencies. Reagent may be required to disclose certain information to government agencies, including law enforcement, in compliance with applicable laws, regulations, or governmental orders. Such disclosures may include, but are not limited to, information related to the sale, use, storage, or transportation of chemical substances. By entering into this agreement, the Customer acknowledges and agrees that Reagent may, without notice or liability, provide such information as deemed necessary or required by law to the appropriate authorities.

 

  1. Limitation of Liability. Reagent’s sole liability under this agreement for defective goods shall be for the replacement or repair of the goods.  Reagent shall not be held liable or responsible for any damages, whether on account of personal injuries or otherwise, suffered or sustained in connection with the goods, nor for any damages resulting to the Customer by reason of any delays or any alleged failure of the goods.  Customer agrees that in no event shall Reagent be liable for any incidental, punitive, exemplary, indirect or consequential damages (including lost profits) as a result of any act or omission by Reagent or as a result of any delay in performance by Reagent.

 

  1. Waiver. No waiver by Reagent of any of the provisions of this agreement is effective unless explicitly set forth in a writing that specifically references these Terms and Conditions and is signed by Reagent.  No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this agreement operates or may be construed as a waiver thereof.  No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

 

  1. Force Majeure. This order when accepted by Reagent shall become a binding contract but shall be subject to strikes, lockouts, accidents, fire, delays in manufacturing or transportation, acts of God, embargoes, pandemics, supply chain disruptions, cyberattacks, or governmental action or any other causes beyond the control of the Reagent whether the same is, or different from, the matters and things hereinbefore specifically enumerated, and any of said causes shall absolutely absolve Reagent from any liability to the Customer under the terms hereof.

 

  1. Choice of Law; Choice of Forum. This agreement, and any dispute arising out of this agreement, shall be governed by the laws of the State of North Carolina, without regard to its choice of law rules.  The United Nations Convention on the International Sale of Goods shall not apply.  Any legal action or proceeding arising out of or in connection with this agreement shall be brought exclusively in the state or federal courts located within the State of North Carolina, and each party consents to the exclusive jurisdiction and venue of such courts.

 

  1. Costs and Attorneys’ Fees. In the event of any dispute arising out of or relating to this agreement, including any breach thereof, the prevailing party shall be entitled to recover from the non-prevailing party all costs incurred in enforcing this agreement, including, but not limited to, reasonable attorneys’ fees and court costs.