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Specs Compound Handling B.V., General conditions of sale
In the present Terms and Conditions the following terms are written in initial capitals. Whether used in the singular or plural, they shall have the following meanings:
Intellectual Property Rights = all rights of intellectual property, either foreign or domestic, including (but not confined to) patents and rights of trademark
Product = Chemical compounds suitable for high-through-put screening, as well as Building Blocks and compounds of natural origin
Purchaser = The entity to whom Seller offers for sale or sells Products
Seller = Compound Handling B.V., of Delft, The Netherlands, its affiliates and acknowledged agents
Purchase Price = The Price which Purchaser is required to pay Seller for Products
1. APPLICABILITY OF THESE TERMS AND CONDITIONS OF SALE
1.1 Applicability of Purchaser's general terms and conditions is expressly excluded, unless agreed otherwise and this has been confirmed in writing by Seller.
1.2 Insofar as the application of any clause in the present Terms and Conditions of Sale proves incompatible with any provision of a written contract -other than general terms and conditions- between Seller and Purchaser, the said clause shall not be applied and the remaining clauses in these Terms and Conditions of Sale shall remain fully in force.
2. MODE OF SALE
2.1 Products shall be sold in vials and in plates.
2.2 Quotations from Seller to (potential) Purchasers shall be done either in writing, via E-mail and fax, via the World Wide Web or via another digital system. All quotations made by Seller shall automatically expire after thirty (30) days have elapsed.
3. PRICES, RATES AND CHARGES
3.1 The Prices stated in the quotation or the contract are exclusive of VAT and all government-imposed duties and levies and other expenses connected with delivery including the costs of shipment. These costs shall be borne by Purchaser.
4.1 Seller shall deliver the Products in conformity with applicable governmental packaging and shipping regulations.
4.2 The delivery of Products shall be "Delivered Duty Unpaid" (DDU). All government-imposed duties and levies including export duties shall be borne by Purchaser.
4.3 If Purchaser does not take receipt of the Products on the day they are offered to him for delivery, Seller shall have the right to store, sell or destroy the Products at Purchaser's expense and risk. The cost of transport, storage, sale or destruction shall be borne by Purchaser.
4.4 Purchaser shall bear full responsibility for the Products after delivery of the Products.
4.5 Whenever circumstances arise beyond the reasonable control of Seller and affect Seller's ability to deliver the Products as set out herein, Seller reserves the right to limit quantities or to terminate any order after consultation with the Purchaser without being liable for any damages of Purchaser.
5.1 Purchaser shall pay the entire amount of the Invoice within fourteen (14) days of the date of issue of the Invoice.
5.2 Once the time limit for payment has elapsed, Purchaser shall be ipso iure in default without notice of default. Purchaser shall then be liable for interest of 1% per month on the outstanding principal amount.
5.3 Purchaser shall not have the right to offset amounts he owes to Seller against amounts owed to him by Seller.
5.4 The title to the Products will remain with Seller and will only be transferred to the Purchaser after the Purchaser has paid (i) the purchase price for Products delivered or to be delivered under any agreement and (ii) the consideration for services rendered or to be rendered in connection with the delivery of any Products, provided that the Purchaser will have met its obligations resulting from a breach of contract, if any, under any agreements for the delivery of Products. The Purchaser is nevertheless entitled to sell or process the Products in its ordinary course of business.
6.1 Seller will not be liable for any damage caused to Purchaser in any form due to or in connection with the execution by Seller of this Agreement, including but not limited to the sale, delivery and the use of the Products, directly or indirectly, including consequential damages and any claims arising from the Products, unless explicitly warranted by Seller in this Agreement.
6.2 Purchaser will indemnify Seller and hold Seller harmless for any and all third party claims with regard to the properties of the Products and the use by the Purchaser of the Products.
6.3 Liability of Seller is in any event limited to the amount Seller will receive under its appropriate insurance coverage. In the event an insurance is not in force, liability is limited to the amount that Seller has received from customer under the purchase order giving rise to the liability concerned.
6.4 Purchaser acknowledges that the Products are experimental and the properties of the Products are not completely known. Purchaser shall bear full responsibility for the Products once delivery has taken place. Purchaser agrees to act in accordance with all import/export laws, environmental laws, drug laws and regulations, and all other laws and regulations applicable to Purchaser's use and possession of the Products.
6.5 Except as set forth in any agreement between Purchaser and Seller, the Products are provided "as is" and Seller makes no other representation, warranty or condition with respect to the Products, including but not limited to any warranty of fitness for customer's intended purpose, or of merchantable quality or merchantability, or freedom of defects, or those arising from a course of dealing or usage of trade.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 In its dealings with suppliers of Products, Seller stipulates that the suppliers are entitled to transfer the Products to Seller.
7.2 Seller makes no claims or quarantines whatsoever on intellectual property rights, patentability, or patent status of any and or all Products available.
8. TRANSFER OF RIGHTS
8.1 Without the written consent of Seller, Purchaser shall not have the right to transfer his rights or obligations under any agreement with Seller to a third party in whole or in part.
9. FINAL PROVISIONS
9.1 Any dispute between Seller and Purchaser arising from or connected with an agreement between them, shall be brought exclusively before the competent court of The Hague, The Netherlands, notwithstanding the right of Seller to apply to the court in the Purchaser's place of business if Seller so desires.
9.2 These Terms and Conditions of Sale and all agreements between parties shall be subject exclusively to Dutch law. Application of the Vienna Sales Convention or any other international Treaty on the sale of movables shall -insofar as is permitted under those treaties- be excluded.
At Specs we take your right to privacy very serious. All data received by us via our web pages will be treated confidential and with great care. We will deal with any personal information that you provide us when using our site in accordance with the provisions of the Dutch law of personal information protection.
What on-line information do we collect?
As usual on most sites we also collect non-personal information about the visitors of our web site like the referrer pages and the browser version used. This information is used for statistical purposes to enhance the functionality, content and search engine ranking of our site.
How do we use the information?
Specs Compound Handling B.V. is the owner of the information collected via this site. We will not sell, share or rent your this information to others. Your personal information will only be used for Specs' business related purposes (e.g. manage your extranet account information, sending email newsletters, etc.). You may stop using our services at any time you do not agree with the terms of this policy by contacting our support department.
How do we protect your information?
All information entered on the registration and order forms is encrypted and protected with the best encryption software available in the industry (SSL/TLS). The site is secured by a high-grade encryption key suited for U.S export (256 bit TLS encryption) to encrypt the data traffic between your Internet browser and the web server. This encryption technique will also prevent your searches from being viewed by others. Besides using encryption to protect the online information, we also do everything in our power to protect the user information off line. Our software and hardware is configured to provide the maximum-security possible.
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