Ireland

Ireland Terms and Conditions

Terms and Conditions of Sale to End Users and Non-appointed Customers of Sigma-Aldrich Ireland Limited (hereinafter “Sigma-Aldrich”)

  1. Application
  2. Product Offering and Modification
  3. Contractual Relationship
  4. Basic Customer Responsibilities
  5. Offer and Acceptance
  6. Scope of Delivery / Terms of Delivery
  7. Delivery Time
  8. Prices and Payment
 
  1. Offset
  2. Transfer of Risk
  3. Storage, Handling and Use of the Products by Customerv
  4. Information Duty
  5. Claims for Defect
  6. Liability of Sigma-Aldrich
  7. Retention of Title
  8. Patents and Copyrights
 
  1. Technical Assistance
  2. Compliance with Laws
  3. Export
  4. No Waiver
  5. Force Majeure
  6. Confidentiality
  7. Miscellaneous

I. Application

1. Unless otherwise agreed by an authorized end user or non-appointed distributor and Sigma-Aldrich in writing, these Terms and Conditions shall apply to all sales and deliveries to end users and non-appointed distributors who have not signed an individual purchase agreement or authorized distributor agreement with Sigma-Aldrich (the end user or non-appointed distributor with whom Sigma-Aldrich is contracting is hereinafter referred to as the “Customer”).

2. These Terms and Conditions shall apply to all business transactions between Sigma-Aldrich and the Customer regardless of whether they are referenced in future purchase orders, order confirmations, contracts or other correspondence.  Contrary, additional or differing terms and conditions of the Customer shall not apply unless expressly agreed to in writing by Sigma-Aldrich.  These Terms and Conditions apply even in the event that Sigma-Aldrich makes a delivery to the Customer without reservations while being aware of the Customer’s conflicting or deviating terms and conditions.

3. Amendments and additions to these Terms and Conditions, including to this provision, shall be made in writing.

4. Rights accorded to Sigma-Aldrich by applicable statutory provisions beyond the scope of these Terms and Conditions shall remain unaffected.

5. Sigma-Aldrich is contracting on the basis that the products are supplied for use in the course of business and not for private use or consumption in any manner.

II. Product Offering and Modification

Sigma-Aldrich has the right, from time to time, to add, modify or discontinue any product offering.

III. Contractual Relationship

The Customer shall purchase products from Sigma-Aldrich in its own name and for its own account.  If the Customer resells the products, the Customer shall sell the products in its own name and for its own account.

IV. Basic Customer Responsibilities

The Customer agrees to:

1. Provide correct information on all purchase orders of Sigma-Aldrich products, including complete product numbers, options, quantities and any special instructions.  The Customer assumes sole and absolute liability for any failure, by the Customer, to provide complete and accurate information when ordering products.

2. Indemnify and hold harmless Sigma-Aldrich and its legal successors and assigns from and against all suits, losses, claims, liabilities, costs and expenses (including attorney fees) that Sigma-Aldrich may sustain or incur as a result of any claim against Sigma-Aldrich arising directly from any breach of contract, breach of warranty, strict liability in tort or any other theory of law brought by the Customer’s officers, agents, employees, legal successors and assigns, by the Customer’s customers, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, if and to the extent arising out of the Customer’s breach of obligations under these Terms and Conditions or under applicable law.

3. Promptly disclose to Sigma-Aldrich and, upon request by Sigma-Aldrich, grant Sigma-Aldrich a non-exclusive, royalty-free license to make, use and sell worldwide, any improvement of Sigma-Aldrich technology (including without limitation any know-how, technical information, computer software and hardware and the like) developed by the Customer; provided that nothing in this provision shall be construed as granting the Customer any right, title or interest (whether direct or indirect) in or any right or license to amend or develop any Sigma-Aldrich technology.

4. Pay any and all taxes, duties, imposts, excises, fees, charges, costs and expenses of any type or character whatsoever, accruing, incurred, imposed or assessed in connection with or relating, in any manner whatsoever, to the Customer’s purchase, importation, transportation, storage, distribution, use or resale of Sigma-Aldrich products.

5. Maintain adequate employer’s liability, general liability, property and/or other insurance coverage in such amounts as Sigma-Aldrich may require from time to time in the exercise of its reasonable judgment or as required by law.  Upon Sigma-Aldrich’s request, the Customer will provide Sigma-Aldrich with certificates of insurance evidencing such insurance coverage.  This obligation shall survive expiration or termination of any contract.

V. Offer and Acceptance

1. All purchase orders are subject to acknowledgement by Sigma-Aldrich.  No contract is created unless and until acknowledged by Sigma-Aldrich, either by written acknowledgment or by dispatch of the products, and any contrary provision contained in any written communication by the Customer or otherwise is expressly excluded.

2. Analytical reports and other descriptions of products in certificates of analysis, catalogs, technical data sheets or other provided product documentation are only approximate unless explicitly referred to as binding.  They shall not constitute any agreement or warranty of any characteristics of the products unless a director of Sigma-Aldrich has expressly qualified a description of a product as warranty of agreement of certain characteristics and so notified the Customer in writing.

3. Sigma-Aldrich reserves all rights of ownership in all intellectual property rights in all offering materials. Such materials shall not be disclosed to any third parties unless otherwise provided in writing between Sigma-Aldrich and the Customer.

4. Purchase orders are non-binding on Sigma-Aldrich.  The Customer is bound to its purchase order for two (2) weeks.  The silence of Sigma-Aldrich with regard to offers, purchase orders, requests or other declarations of the Customer shall not imply consent or agreement unless expressly agreed otherwise in writing.  The purchase order will be confirmed by Sigma-Aldrich by written acknowledgement or dispatch of the products.  Any acknowledgement of purchase order created electronically which does not include a signature or name shall be deemed to constitute written form.  Where the acknowledgement of purchase order contains obvious mistakes or clerical or calculation errors, it shall not be binding on Sigma-Aldrich.

5. If the contract is unilaterally annulled by the Customer or a purchase order or partial purchase order unilaterally cancelled by the Customer, the Customer shall reimburse Sigma-Aldrich all costs resulting from such annulment or cancellation of contract or purchase order, particularly cancellation and rescission costs charged to Sigma-Aldrich by its suppliers, costs for the purchase of goods which may not be returned and all other costs and expenses which Sigma-Aldrich incurred in connection with the execution and termination of the contract or purchase order, inter alia, legal fees and costs of transport.

VI. Scope of Delivery / Terms of Delivery

1. For the scope of delivery the written acknowledgement of Sigma-Aldrich (or purchase order of the Customer if no acknowledgement is provided) is authoritative.  Changes to the scope of delivery shall not be effective unless confirmed in writing by Sigma-Aldrich.  Sigma-Aldrich reserves the right to make alterations to the purity or specifications of the products to the extent such alterations are not significant.

2. Sigma-Aldrich is entitled to make partial deliveries in order to perform its contractual obligations unless partial delivery is not of any interest to the Customer and the Customer has referred to this fact in its purchase order.

3. Unless otherwise separately agreed by the parties, Sigma-Aldrich has the right, in its discretion, to determine the method of shipment, i.e., delivery can be made by air freight, train, ship or road transport and to charge the Customer for carriage and freight.

4. All deliveries are made Ex Works (Incoterms 2010) production or distribution site specified by Sigma-Aldrich.

5. Return of the products and a corresponding credit shall only be possible after prior written consent of Sigma-Aldrich and the Customer must comply with all instructions of Sigma-Aldrich with regard to the return of goods.  This applies, in particular, to statutory provisions, as applicable, with regard to the delivery and packaging of hazardous goods.

6. All delivery obligations of Sigma-Aldrich are subject to the reservation “while stocks last.”  Sigma-Aldrich is therefore entitled to terminate the contract or purchase order when stocks available to Sigma-Aldrich are exhausted.  If stocks are only partially exhausted and the entire request of goods as described in the purchase order of the Customer cannot be satisfied, Sigma-Aldrich is entitled to distribute the available stocks in its reasonable discretion.  If Sigma-Aldrich can only satisfy part of the Customer’s request for goods as described in the purchase order, the Customer is entitled to cancel the purchase order.

VII. Delivery Time

1. Delivery periods and dates shall be as specified in the purchase order acknowledgement or, if there is no acknowledgment, as specified in the purchase order.  All delivery periods and dates are non-binding unless expressly referred to as binding in the order acknowledgement.

2. The delivery period shall commence at the time of dispatch of the products included in the acknowledgement, or purchase order if no acknowledgement is provided.  In any case, the delivery period shall not commence before the Customer has furnished any applicable documents, permits, approvals, consents and releases to be provided by it, all technical questions have been clarified and any agreed down payment has been received.  Compliance with the delivery period is subject to timely and proper compliance with all other obligations by the Customer.

3.  The delivery period shall be deemed satisfied if the products have left Sigma-Aldrich’s facility.  Delivery is subject to timely and proper delivery to Sigma-Aldrich by its own suppliers; otherwise Sigma-Aldrich is entitled to terminate the contract or purchase order.

4. In the event of any delay in delivery, the Customer shall be entitled to terminate the contract or purchase order after (i) notifying Sigma-Aldrich of such delay in writing and (ii) Sigma-Aldrich’s failure to deliver the products within ten (10) business days of the Customer’s notice.  Subject to the limitations set forth in Section XIV (Liability of Sigma-Aldrich) of these Terms and Conditions, Sigma-Aldrich shall not be liable for any claims for damages of the Customer for late or delayed delivery.

VIII. Prices and Payment

1. Unless fixed prices have expressly been agreed or unless otherwise agreed in writing, the Customer shall purchase the products at Sigma-Aldrich’s list price in effect on date of purchase order acknowledgement (or date of purchase order if no acknowledgement is provided) as reflected on Sigma-Aldrich’s website www.sigmaaldrich.com for deliveries in Ireland.  Sigma-Aldrich has the right to change the list prices of its products from time to time, without notice to the Customer.

2.  Unless otherwise agreed in writing, the purchase price shall be paid within thirty (30) days from the date of invoice without any deduction.  This also applies to invoices regarding partial deliveries. The date on which Sigma-Aldrich has received the purchase price and can freely dispose of the same will be deemed the date of payment.  In case of delay in payment the Customer shall pay interest in default in the amount of eight percent (8%) above the applicable base rate of interest.  The right to assert further damages remains unaffected.

3. The Customer is only entitled to set off counterclaims if they are final and non-appealable.  The Customer shall have no right of retention unless its counterclaim results from the same contractual relationship.

4. Sigma-Aldrich is entitled to insist on payment in advance before delivering products to the Customer.

5. All prices are net prices and exclude statutory value added tax.

6. All consumer, sales or indirect taxes, customs, examination and acceptance fees and all other taxes, fees or charges of any kind whatsoever which are imposed by public authorities or allocated to the business transaction between Sigma-Aldrich and the Customer shall be paid by the Customer in addition to the prices indicated on the acknowledgment or the invoice.  Sigma-Aldrich is not obliged to notify the Customer of potential taxes, fees or charges that may arise.

IX. Offset

Sigma-Aldrich has the right to set off any amounts Sigma-Aldrich (or its affiliates) may owe to the Customer from time to time against any amounts the Customer may owe to Sigma-Aldrich (or its affiliates) from time to time under these Terms and Conditions or otherwise.

X. Transfer of Risk

1. The risk shall transfer to the Customer as soon as the products have been delivered in accordance with these Terms and Conditions (i.e., Ex Works).  This shall also apply in case of partial deliveries or if Sigma-Aldrich has assumed additional services such as transport costs.  Sigma-Aldrich shall insure the products at the Customer’s request and expense by means of a transport insurance against the risks to be specified by the Customer.

2. If the Customer defaults in accepting delivery of the products or if the Customer otherwise breaches any duty to cooperate, Sigma-Aldrich shall be entitled to demand compensation for the damages incurred, including additional expenses.  The risk of accidental loss or of accidental deterioration of quality of the goods shall pass to the Customer at the moment of default of acceptance by the Customer.  After a reasonable period of time has expired without acceptance, Sigma-Aldrich shall be entitled to otherwise dispose of the products and to supply the Customer within a reasonably extended period.

3.  Delivered products shall be accepted by the Customer regardless of any claims for defects if the defects are not material.

XI. Storage, Handling and Use of the Products by Customer

1. The products of Sigma-Aldrich are intended to be used for the purposes of laboratory research and may not be used for any other purpose unless otherwise indicated on the product label, in the catalogues of Sigma-Aldrich or in other documents provided to the Customer.  In particular products of Sigma-Aldrich may not be used for in-vitro-diagnostics, in the areas of food production and pharmaceutical products, in medical devices or in cosmetic products.  The Customer is obliged to inform its customers, as applicable, of such limitations.

2. Sigma-Aldrich does not examine the products for their safety and effectiveness when contained or used in food, pharmaceutical products, medical devices, or cosmetics, or for commercial or other applications, unless otherwise declared in the documents provided by Sigma-Aldrich.  The Customer acknowledges that it must oblige properly test, use and distribute the products purchased from Sigma-Aldrich and/or any and all materials manufactured by using products purchased from Sigma-Aldrich.  It is the responsibility of the Customer to examine existing risks and dangers and to carry out any further research (if necessary) in order to become aware of the dangers that may arise from the use of products purchased from Sigma-Aldrich.  The Customer shall warn its support staff (e.g., transport workers) against the risks and dangers that may be related to the storage, use or handling of the products.

3. The products of Sigma-Aldrich may be governed by the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH) Regulations and other regulatory provisions.  The Customer responsible for complying with all regulatory provisions in connection with the storage, handling and use of substances purchased from Sigma-Aldrich.

4. The Customer shall verify the indications of content made by Sigma-Aldrich if the products purchased from Sigma-Aldrich are to be repacked, relabeled or used as starting materials or components for other products.

5. If the Customer resells the products, it shall inform its customers about the duties and warn them against the risks and dangers set forth in this Section XI, paragraphs 1-4 of these Terms and Conditions.  The Customer shall implement adequate screening and other procedures to ensure that there is no unauthorized sale to or use by its own customers with respect to the products purchased from Sigma-Aldrich.  Supporting documentation requested or required by Sigma-Aldrich or by applicable laws or regulations, such as end-user declarations or licenses shall be maintained by the Customer and made available to Sigma-Aldrich upon request.  The Customer shall immediately contact Sigma-Aldrich should it require further information concerning the safe use, storage, handling or transportation of the products.

XII. Information Duty

1. The Customer shall immediately inform Sigma-Aldrich if it becomes aware of any accidents or incidents in connection with the products which result in personal injury or damage to property; the Customer is obliged to fully cooperate with Sigma-Aldrich in order to clarify and identify the cause of such accidents or incidents.  It shall provide Sigma-Aldrich with all explanations, reports and tests which have been made or carried out by the Customer or which have been made available to the Customer by third parties.  The provision of such information to and the examination of the same by Sigma-Aldrich do not give rise to liability of Sigma-Aldrich for such accidents or incidents.

2.  If the Customer resells the products, it must ensure that its own customers comply with the information duty set forth in this Section XII, paragraph 1 of these Terms and Conditions.

XIII. Claims for Defect

1. The rights of the Customer with regard to defects shall be subject to the Customer examining the delivered products upon receipt and notifying Sigma-Aldrich in writing of any defects no later than two (2) weeks after receipt of the products.  Hidden defects shall be notified to Sigma-Aldrich in writing immediately after their discovery.  The Customer shall describe the defects in writing.

2. In the event of defects in the products, Sigma-Aldrich shall be entitled, in its sole discretion, to perform subsequently by remedying the defect or by delivering a defect-free product.  The expenses necessary for the subsequent performance shall be borne by Sigma-Aldrich in as far as these expenses are not increased as a result of the products being taken to a location other than the delivery address.  Labor and material costs that the Customer claims in this regard shall be calculated at cost.

3. If Sigma-Aldrich is not willing or able to perform subsequently, the Customer shall be entitled to terminate the contract or purchase order.  The same shall apply if the subsequent performance fails, if the Customer cannot be reasonably expected to accept it or if it is delayed beyond reasonable deadlines for reasons for which Sigma-Aldrich can be held responsible.  The right of the Customer to terminate the contract or purchase order shall be excluded if (i) the Customer is unable to return the defective products and this inability is not due to the fact that the return of the products is impossible due to the nature of the product or reasons for which Sigma-Aldrich is responsible or (ii) the defect only showed during the processing or conversion of the products.

4. In the event of defects in products that Sigma-Aldrich sources from third-party suppliers and which form an essential part of the Sigma-Aldrich products, the Customer shall only be entitled to demand assignment of the claims that Sigma-Aldrich is entitled to assert against the third-party supplier.  Only in the event of failure of an assigned claim by Sigma-Aldrich against a third-party supplier shall the Customer be entitled to assert claims for defect against Sigma-Aldrich.

5. In the event of a violation of any intellectual property rights, of a third party by the delivered products within Ireland, Sigma-Aldrich shall in its sole discretion and at its sole cost alter or exchange the products in a manner that does not violate any third party rights while the products continue to fulfill the contractually agreed function.  Alternatively, Sigma-Aldrich shall provide the right of use to the Customer by entering into a license agreement.  If Sigma-Aldrich fails in doing so within a reasonable period of time, the Customer is entitled to terminate the contract or purchase order.  Under the conditions set forth above, Sigma-Aldrich shall also be entitled to terminate the contract or purchase order.

6. The obligations set forth in paragraph 5 of this Section XIII (Claims for Defect) shall only exist if:

i.  the Customer immediately informs Sigma-Aldrich of any asserted violation of intellectual property rights;

ii.  the Customer reasonably supports Sigma-Aldrich in defending the asserted claims and in allowing Sigma-Aldrich the measures to modify the product pursuant to paragraph 5 of Section XIII (Claims for Defect) of these Terms and Conditions;

iii.  all measures of defense, including out-of-court settlement, shall remain reserved to Sigma-Aldrich;

iv.  the defect of title does not result from an instruction of the Customer; and

v.  the violation of right was not caused by the fact that the Customer has modified the delivered products without authorization or used them in a manner in breach of these Terms and Conditions.

7. Notwithstanding any provision in these Terms and Conditions to the contrary, the period of limitation for claims for defects by the Customer shall be twelve (12) months from the date of delivery.  It shall also apply to claims in tort which are based on a defect of the products.  The period of limitation begins with the delivery of the products.  A statement by Sigma-Aldrich concerning a claim asserted by the Customer based on a defect is not to be deemed an entry into negotiations concerning the claim or the circumstances giving rise to the claim if the claim is fully denied by Sigma-Aldrich.

XIV. Liability of Sigma-Aldrich

1. SIGMA-ALDRICH SHALL NOT IN ANY EVENT BE LIABLE AND DOES NOT INDEMNIFY THE CUSTOMER FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF SIGMA-ALDRICH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE, PROFITS OR GOODWILL, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF THE CUSTOMER OR OTHER USE OR ANY LIABILITY OF THE CUSTOMER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY, DEATH OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR DEATH IS CAUSED BY SIGMA-ALDRICH’S NEGLIGENCE AND THE CUSTOMER HEREBY CONFIRMS THAT IT SHALL INDEMNIFY AND HOLD SIGMA-ALDRICH AND ITS LEGAL SUCCESSORS AND ASSIGNS HARMLESS FROM AND AGAINST ANY SUCH EXPENSE, DAMAGE OR LOSS.

2. Save as expressly provided in these Terms and Conditions, Sigma-Aldrich makes no warranties or representations, express or implied, whether by statute or otherwise, including any warranties of merchantability, satisfactory quality or fitness for a particular purpose, with respect to any product.  All such warranties are expressly disclaimed and excluded to the maximum extent permitted by applicable law.  In the event of any resale by the Customer, the liability of Sigma-Aldrich shall not be expanded, modified or otherwise altered by any warranty offered by the Customer for the products.

3.  Sigma-Aldrich's sole and exclusive liability and the Customer’s exclusive remedy with respect to products proved to Sigma-Aldrich's reasonable satisfaction to be defective or nonconforming shall be repair or replacement of such products without charge or refund of the purchase price, in Sigma-Aldrich’s sole discretion, upon the return of such products in accordance with Section XIII (Claims for Defect) of these Terms and Conditions and Sigma-Aldrich’s instructions.

XV. Retention of Title

1. Until full payment of all outstanding claims of Sigma-Aldrich resulting from the business relationship with the Customer, Sigma-Aldrich shall retain title to the delivered products.  The Customer is obliged to handle the products subject to retention of title with due care.  In particular, the Customer is obliged to sufficiently insure the products at their replacement value against fire, water and theft at its sole cost.

2. The Customer may resell products subject to retention of title only in the ordinary course of its business.  The Customer shall not be entitled to pledge the products subject to retention of title, transfer them by way of security or otherwise dispose of them in a manner which may jeopardize the ownership of Sigma-Aldrich.  In the event of seizure or other interventions by third parties the Customer shall immediately inform Sigma-Aldrich in writing and provide all necessary information, and the Customer shall inform the third party of the ownership rights of Sigma-Aldrich and assist Sigma-Aldrich with all measures taken for the protection of the products subject to retention of title.  The costs incurred shall be borne by the Customer.

3. The Customer hereby assigns all claims resulting from the resale of products including all ancillary rights to Sigma-Aldrich, regardless of whether the products subject to retention of title have been processed or not.  Sigma-Aldrich hereby accepts this assignment.  The Customer is hereby revocably authorized to collect the claims assigned to Sigma-Aldrich in its own name in trust on behalf of Sigma-Aldrich.  The collected amounts shall be passed on to Sigma-Aldrich without delay.  Sigma-Aldrich shall be entitled to revoke the authorization to collect claims and the right to resell the products of the Customer if the Customer does not properly comply with its payment obligations towards Sigma-Aldrich, defaults in payment, ceases payments, or if any action is taken by or against the Customer under applicable insolvency legislation.

4. In the event of default in payment by the Customer, Sigma-Aldrich shall be entitled, without prejudice to its other rights, to take back the products subject to retention of title and, after timely warning, be entitled to use the products subject to retention of title elsewhere for the purpose of satisfying its due claims against the Customer.  In addition, Sigma-Aldrich shall, after expiry of a reasonable deadline, be entitled to terminate the contract or purchase order.  The Customer shall grant Sigma-Aldrich immediate access to the products subject to retention of title, and shall surrender the products.

5. The processing or conversion of the products subject to retention of title by the Customer shall always be performed on behalf of Sigma-Aldrich.  The Customer’s contingent right to the products subject to retention of title is continued with regard to the processed or converted goods.  If the products are processed together with other items not belonging to Sigma-Aldrich, Sigma-Aldrich shall be entitled to shared ownership in the new items in proportion of the value of the delivered products to the value of the other processed items at the time of processing.  As regards the items created by processing or conversion, the same conditions shall apply as for the products subject to retention of title.

6. Upon the Customer’s request, Sigma-Aldrich may, in its sole discretion, release specified products from its retention of title rights to the extent that the realizable value of such products exceeds the claims of Sigma-Aldrich resulting from the business relationship with the Customer by more than twenty percent (20%).  For the purposes of valuation, the invoiced value of the products subject to retention of title and the nominal value of the claims shall be authoritative.

7. The provisions in Section X (Transfer of Risk) of these Terms and Conditions shall remain unaffected by the provisions of this Section XV (Retention of Title).

XVI. Patents and Copyrights

The Customer agrees that it will not, directly or indirectly, apply for, take out, maintain, or otherwise acquire any patents, utility models, registered designs or copyrights (or any similar registrable intellectual property rights) in any country, on the basis of information obtained by the Customer from Sigma-Aldrich (or any of Sigma-Aldrich’s affiliates).

XVII. Technical Assistance

At the Customer’s request, Sigma-Aldrich may, at its discretion, furnish technical assistance and information with respect to possible applications and technical specifications of its product free of cost unless fees have been agreed in the individual case.  By providing advice and information Sigma-Aldrich does not assume any warranty, express or implied, for technical specifications, use, selection or suitability of the products.  In particular, Sigma-Aldrich does not assume any warranty that certain chemical reactions which have been presented are feasible.  Section XIV (Liability of Sigma-Aldrich) of these Terms and Conditions shall apply accordingly.

XVIII. Compliance with Laws

1. The Customer shall conduct its operations in compliance with all applicable laws, rules, regulations and policies in force in all jurisdictions having contact with the transactions contemplated by these Terms and Conditions, including, without limitation, any European Union (“EU”) legislation, and shall indemnify and hold Sigma-Aldrich and its legal successors and assigns harmless from and against any liability for failure to do so.  The Customer will, without limitation, obtain and maintain, at the Customer’s expense, all licenses, permits, registrations, authorizations, certificates, consents, waivers, receipts, qualifications, clearances and approvals of any type or character whatsoever (whether public or private) as needed to authorize, without limitation:  (i) the parties’ adherence to these Terms and Conditions and performance hereunder; and (ii) the Customer’s import, storage, distribution, use, marketing, transportation and sale of the products.

2. Without limiting anything in the preceding paragraph:  (i) the Customer acknowledges that Sigma-Aldrich (and its affiliates) is (are) bound by a corporate policy of ethical and legal conduct (the “Policy”), as well as United States (“U.S.”) law, including the Foreign Corrupt Practices Act of 1977, as amended (the “Act”); and (ii) the Customer agrees not to engage in any activity in violation of the provisions of the Policy, the Act or any other applicable laws or regulations prohibiting unfair, fraudulent or corrupt business practices, including legal requirements designed to combat terrorism and terrorist activities.

XIX. Export

1. The Customer acknowledges that the products may be subject to export and economic sanctions restrictions of the EU, Ireland, U.S. and other countries (“Export Regulations”).  The Customer represents and warrants that it will not use, transfer, release, export or reexport or take any action that could result in the diversion of any Sigma-Aldrich products or items containing or incorporating any Sigma-Aldrich products in violation of applicable Export Regulations.  The Customer shall screen parties to export transactions against applicable sanctions and denial lists and inform Sigma-Aldrich if any proposed transaction involves parties on those lists or sanctioned destinations.  The Customer shall obtain any approvals that may be required.

2. The Customer is prohibited from selling or providing goods of Sigma-Aldrich to any third party if such goods are excluded from delivery according to Irish, EU or U.S. export regulations.

3. Except as otherwise agreed in writing by Sigma-Aldrich, the Customer is prohibited from selling or providing goods of Sigma-Aldrich to any customers located outside of the European Union, Iceland, Norway, Switzerland or Liechtenstein (including without limitation by conducting sales through any alternative channels or methods of distribution, including the internet or any similar form of electronic commerce).

4. If U.S. export controls require a license for the export of one or more of the products (or any part thereof or relating thereto) or any other goods or services sold under these Terms and Conditions (i) Sigma-Aldrich’s obligations under these Terms and Conditions are subject to the condition precedent of the grant of such export license and (ii) the Customer shall not transfer or dispose of any such products or related software, know-how, technical data, documentation, goods, services or other materials to any party or in any manner which would constitute a violation of U.S. export controls.

5. Breach of this Section XIX (Export) will entitle Sigma-Aldrich to immediately terminate the contract or purchase order.

XX. No Waiver

No delay on the part of Sigma-Aldrich in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Sigma-Aldrich of any right or remedy shall preclude such party from any further exercise of the right or remedy, or the exercise of any other right or remedy.

XXI. Force Majeure

1. If Sigma-Aldrich is prevented by force majeure from performing its contractual obligations, in particular from delivering the goods, Sigma-Aldrich will be released from its obligation to perform for the duration of the impediment and for a reasonable start-up period without being liable towards the Customer for damages.  The same applies if the performance of its obligations by Sigma-Aldrich is unreasonably impeded or becomes temporarily impossible because of unforeseeable circumstances for which Sigma-Aldrich is not responsible. Such causes include, but are not limited to, acts of God, actions of the elements, including floods and other natural disasters, fires, explosions, lockouts, strikes, wars, riots, civil commotion, epidemic, embargoes, failure to obtain export licenses or import authorizations, transportation delays and acts of government, energy shortfalls, suppliers’ delivery problems or substantial interruptions of operations.  Sigma-Aldrich shall promptly notify the Customer of such interference, including, without limitation, a detailed description thereof, the date of commencement of such interference and the estimated duration thereof.

2. Sigma-Aldrich shall be entitled to terminate the contract or purchase order if such interference persists for more than ninety (90) days and Sigma-Aldrich has no longer an interest in performance of the contract or fulfillment of the purchase order due to such interference.  After expiration of such period, at the Customer’s request, Sigma-Aldrich shall declare whether it intends to exercise its rescission right or deliver the products within a reasonable period of time.

3. In no event shall Sigma-Aldrich be liable to the Customer for any claims, damages, costs or expenses arising out of or related to Sigma-Aldrich’s inability to timely ship products or fulfill purchase orders due to a force majeure event.

XXII. Confidentiality

The Customer agrees for itself and its employees, agents and representatives that the Customer shall not disclose to any third party and shall maintain as confidential, any and all confidential information provided to the Customer by Sigma-Aldrich.  Such confidential information shall include, without limitation, information concerning Sigma-Aldrich’s or its affiliates’ business, finances, proposed products, product development, marketing and/or sales plans, contracts, purchase orders, these Terms and Conditions, business or operational know-how and any other information deemed confidential by Sigma-Aldrich.

XXIII. Miscellaneous

1. The captions in these Terms and Conditions are for convenience only and do not affect the interpretation of these Terms and Conditions.

2. The Customer’s obligations under paragraph 2 of Section IV (Basic Customer Responsibilities) and Sections XIV (Liability of Sigma-Aldrich), XXII (Confidentiality) and XXIII (Miscellaneous) of these Terms and Conditions shall survive the expiration or termination of the parties’ relationship.

3. Place of performance for all obligations of the Customer and Sigma-Aldrich is the place of business of Sigma-Aldrich.

4. The legal relationship between the Customer and Sigma-Aldrich shall be governed by and construed in accordance with the laws of the Republic of Ireland.

5. The legal venue for all disputes arising from the business relationship between Sigma-Aldrich and the Customer is the place of business of Sigma-Aldrich.  Sigma-Aldrich shall also be entitled to bring legal actions at the place of business of the Customer or any other applicable and permissible legal venue.

6. The Customer shall pay Sigma-Aldrich all damages, costs and expenses (including reasonable attorney’s fees) incurred by Sigma-Aldrich in obtaining injunctive or other relief for the enforcement of any provision of these Terms and Conditions.

7. If any provision of these Terms and Conditions should be or become wholly or partially void, ineffective or unenforceable, the validity, effectiveness and enforceability of the other provisions of these Terms and Conditions shall not be affected thereby.  Any such void, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and purpose of the void, ineffective or unenforceable provision.

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Terms and Conditions of Sale to Authorized Distributors of Sigma-Aldrich Ireland Limited (hereinafter “Sigma-Aldrich”)

  1. Application
  2. Product Offering and Modification
  3. Basic Distributor Responsibilities
  4. Offer and Acceptance
  5. Scope of Delivery / Terms of Delivery
  6. Delivery Time
  7. Prices and Payment
  8. Offset
 
  1. Transfer of Risk
  2. Storage, Handling and Use of the Products by Distributor
  3. Information Duty
  4. Claims for Defect
  5. Liability of Sigma-Aldrich
  6. Retention of Title
  7. Patents and Copyrights
  8. Technical Assistance
 
  1. Compliance with Laws
  2. Export
  3. No Waiver
  4. Force Majeure
  5. Confidentiality
  6. Miscellaneous

I. Application

1. Unless otherwise agreed by an authorized distributor and Sigma-Aldrich in writing, these Terms and Conditions shall apply to authorized distributors who have signed an authorized distributor agreement (the “Authorized Distributor Agreement”, together with these Terms and Conditions hereinafter referred to as the “Agreement”) with Sigma-Aldrich (the authorized distributor with whom Sigma-Aldrich is contracting is hereinafter referred to as the “Distributor”).  In case of conflict between the Authorized Distributor Agreement and these Terms and Conditions, the Authorized Distributor Agreement shall prevail.

2. These Terms and Conditions shall apply to all business transactions between Sigma-Aldrich and the Distributor regardless of whether they are referenced in future contracts.  Contrary, additional or differing terms and conditions of the Distributor shall not apply unless agreed to in writing by Sigma-Aldrich.  These Terms and Conditions apply even in the event that Sigma-Aldrich makes a delivery to the Distributor without reservations while being aware of the Distributor’s conflicting or deviating terms and conditions.

3. Amendments and additions to the Agreement, including to this provision, shall be made in writing.

4. Rights accorded to Sigma-Aldrich by applicable statutory provisions beyond the scope of these Terms and Conditions shall remain unaffected.

II. Product Offering and Modification

Sigma-Aldrich has the right, from time to time, to add, modify or discontinue any product offering.

III. Basic Distributor Responsibilities

During the Term, the Distributor agrees to:

1. provide correct information on all purchase orders of Sigma-Aldrich products, including complete product numbers, options, quantities and any special instructions.  The Distributor assumes sole and absolute liability for any failure, by the Distributor, to provide complete and accurate information when ordering products.

2. indemnify and hold harmless Sigma-Aldrich and its legal successors and assigns from and against all suits, losses, claims, liabilities, costs and expenses (including attorney fees) that Sigma-Aldrich may sustain or incur as a result of any claim against Sigma-Aldrich arising directly from any breach of contract, breach of warranty, strict liability in tort or any other theory of law brought by the Distributor’s officers, agents, employees, legal successors and assigns, by the Distributor’s customers, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, if and to the extent arising out of the Distributor’s breach of obligations under these Terms and Conditions or under applicable law.

3. promptly disclose to Sigma-Aldrich and, upon request by Sigma-Aldrich, grant Sigma-Aldrich a non-exclusive, royalty-free license to make, use and sell worldwide, any improvement of Sigma-Aldrich technology (including without limitation any know-how, technical information, computer software and hardware and the like) developed by the Distributor; provided that nothing in this provision shall be construed as granting the Distributor any right, title or interest (whether direct or indirect) in or any right or license to amend or develop any Sigma-Aldrich technology.

4. pay any and all taxes, duties, imposts, excises, fees, charges, costs and expenses of any type or character whatsoever, accruing, incurred, imposed or assessed in connection with or relating, in any manner whatsoever, to the Distributor’s purchase, importation, transportation, storage, distribution, resale, promotion or marketing of Sigma-Aldrich products.

5. maintain adequate employer’s liability, general liability, property and/or other insurance coverage in such amounts as Sigma-Aldrich may require from time to time in the exercise of its reasonable judgment or as required by law.  Upon Sigma-Aldrich’s request, the Distributor will provide Sigma-Aldrich with certificates of insurance evidencing such insurance coverage.  This obligation shall survive expiration or termination of any contract.

IV. Offer and Acceptance

1. All purchase orders are subject to acknowledgement by Sigma-Aldrich.  No contract is created unless and until acknowledged by Sigma-Aldrich, either by written acknowledgment or by dispatch of the products, and any provision contained in any written communication by the Distributor or otherwise is expressly excluded.

2. Analytical reports and other descriptions of products in certificates of analysis, catalogs, technical data sheets or other provided product documentation are only approximate unless explicitly referred to as binding.  They shall not constitute any agreement or warranty of any characteristics of the products unless a director of Sigma-Aldrich has expressly qualified a description of a product as warranty of agreement of certain characteristics and so notified the Distributor in writing.

3. Sigma-Aldrich reserves all rights of ownership in and all intellectual property rights in all offering materials. Such materials shall not be disclosed to any third parties unless otherwise provided in the Agreement.

4. Purchase orders are non-binding on Sigma-Aldrich.  The Distributor is bound to its purchase order for two (2) weeks.  The silence of Sigma-Aldrich with regard to offers, purchase orders, requests or other declarations of the Distributor shall not imply consent or agreement unless expressly agreed otherwise in writing.  The purchase order will be confirmed by Sigma-Aldrich by written acknowledgement or dispatch of the products.  Where the acknowledgement of purchase order contains obvious mistakes or clerical or calculation errors, it shall not be binding on Sigma-Aldrich.

5. If the contract is unilaterally annulled by the Distributor or a purchase order or partial purchase order unilaterally cancelled by the Distributor, the Distributor shall reimburse Sigma-Aldrich all costs resulting from such annulment or cancellation of contract or purchase order, particularly cancellation and rescission costs charged to Sigma-Aldrich by its suppliers, costs for the purchase of goods which may not be returned and all other costs and expenses which Sigma-Aldrich incurred in connection with the execution and the termination of the contract, inter alia, legal fees and costs of transport.

V. Scope of Delivery / Terms of Delivery

1. For the scope of delivery the written acknowledgement of Sigma-Aldrich (or purchase order of the Distributor if no acknowledgement is provided) is authoritative.  Changes to the scope of delivery shall not be effective unless confirmed in writing by Sigma-Aldrich.  Sigma-Aldrich reserves the right to make alterations to the purity or specifications of the products to the extent such alterations are not significant.

2. Sigma-Aldrich is entitled to make partial deliveries in order to perform its contractual obligations unless partial delivery is not of any interest to the Distributor and the Distributor has referred to this fact in its purchase order.

3. Unless otherwise separately agreed by the parties, Sigma-Aldrich has the right, in its discretion, to determine the method of shipment, i.e., delivery can be made by air freight, train, ship or road transport and to charge the Distributor for carriage and freight.

4. All deliveries are made Ex Works (Incoterms 2010) production or distribution site specified by Sigma-Aldrich. 

5. Return of the products and a corresponding credit shall only be possible after prior written consent of Sigma-Aldrich and the Distributor must comply with all instructions of Sigma-Aldrich with regard to the return of goods.  This applies, in particular, to statutory provisions, as applicable, with regard to the delivery and packaging of hazardous goods.

6. All delivery obligations of Sigma-Aldrich are subject to the reservation “while stocks last”.  Sigma-Aldrich is therefore entitled to terminate the contract when stocks available to Sigma-Aldrich are exhausted.  If stocks are only partially exhausted and the entire request of goods as described in the purchase order of the Distributor cannot be satisfied, Sigma-Aldrich is entitled to distribute the available stocks in its reasonable discretion.  If Sigma-Aldrich can only satisfy part of the Distributor’s request for goods as described in the purchase order, the Distributor is entitled to cancel the purchase order.

VI. Delivery Time

1. Delivery periods and dates shall be as specified in the purchase order acknowledgement or, if there is no acknowledgment, as specified in the purchase order.  All delivery periods and dates are non-binding unless expressly referred to as binding in the order acknowledgement.

2. The delivery period shall commence at the time of dispatch of the products included in the purchase order.  In any case, the delivery period shall not commence before the Distributor has furnished any applicable documents, permits, approvals, consents and releases to be provided by it, all technical questions have been clarified and any agreed down payment has been received.  Compliance with the delivery period is subject to timely and proper compliance with all other obligations by the Distributor.

3. In the event of any delay in delivery, the Distributor shall be entitled to terminate the contract after (i) notifying Sigma-Aldrich of such delay in writing and (ii) Sigma-Aldrich’s failure to deliver the products within ten (10) business days of the Distributor’s notice.  Subject to the limitations set forth in Section XIII (Liability of Sigma-Aldrich) of these Terms and Conditions, Sigma-Aldrich shall not be liable for any claims for damages of the Distributor for late or delayed delivery.

VII. Prices and Payment

1. Unless otherwise agreed in writing, the price of delivery shall be paid within thirty (30) days from the date of invoice without any deduction.  This also applies to invoices regarding partial deliveries. The date on which Sigma-Aldrich has received the purchase price and can freely dispose of the same will be deemed the date of payment.  In case of delay in payment the Distributor shall pay interest in default in the amount of eight percent (8%) above the applicable base rate of interest.  The right to assert further damages remains unaffected.

2. The Distributor is only entitled to set off counterclaims if they are final and non-appealable.

3. Sigma-Aldrich is entitled to insist on payment in advance before delivering products to the Distributor.

4. All prices are net prices, i.e., excluding statutory value added tax.

5. All consumer, sales or indirect taxes, customs, examination and acceptance fees and all other taxes, fees or charges of any kind whatsoever which are imposed by public authorities or allocated to the business transaction between Sigma-Aldrich and the Distributor shall be paid by the Distributor in addition to the prices indicated on the acknowledgment or the invoice.  Sigma-Aldrich is not obliged to notify the Distributor of potential taxes, fees or charges that may arise.

VIII. Offset

Sigma-Aldrich has the right to set off any amounts Sigma-Aldrich (or its affiliates) may owe to the Distributor from time to time against any amounts the Distributor may owe to Sigma-Aldrich (or its affiliates) from time to time under the terms of the Agreement or otherwise.

IX. Transfer of Risk

1. The risk shall transfer to the Distributor as soon as the products have been delivered in accordance with these Terms and Conditions Ex Works. This shall also apply in case of partial deliveries or if Sigma-Aldrich has assumed additional services such as transport costs.  Sigma-Aldrich shall insure the products at the Distributor’s request and expense by means of a transport insurance against the risks to be specified by the Distributor.

2. If the Distributor defaults in accepting delivery of the products or if the Distributor otherwise breaches any duty to cooperate, Sigma-Aldrich shall be entitled to demand compensation for the damages incurred, including additional expenses.  The risk of accidental loss or of accidental deterioration of quality of the goods shall pass to the Distributor at the moment of default of acceptance by the Distributor.  After a reasonable period of time has expired without acceptance, Sigma-Aldrich shall be entitled to otherwise dispose of the products and to supply the Distributor within a reasonably extended period.

3.  Delivered products shall be accepted by the Distributor regardless of any claims for defects if the defects are not material.

X. Storage, Handling and Use of the Products by Distributor

1. The products of Sigma-Aldrich are intended to be used for the purposes of laboratory research and may not be used for any other purpose unless otherwise indicated on the product label, in the catalogues of Sigma-Aldrich or in other documents provided to the Distributor.  In particular products of Sigma-Aldrich may not be used for in-vitro-diagnostics, in the areas of food production and pharmaceutical products, in medical devices or in cosmetic products.  The Distributor is obliged to inform its customers of such limitations.

2. Sigma-Aldrich does not examine the products for their safety and effectiveness when contained or used in food, pharmaceutical products, medical devices, or cosmetics, or for commercial or other applications, unless otherwise declared in the documents provided by Sigma-Aldrich.  The Distributor acknowledges that it must oblige its customers to properly test and use the products purchased from Sigma-Aldrich and/or any and all materials manufactured by using products purchased from Sigma-Aldrich.  It is the responsibility of the Distributor to oblige its customers to examine existing risks and dangers and to carry out any further research (if necessary) in order to become aware of the dangers that may arise from the use of products purchased from Sigma-Aldrich.  The Distributor shall warn, and shall oblige its customers to warn their own suppliers and their assistance personnel (such as transport workers) against the risks and dangers that may be related to the use or handling of the products.

3. The products of Sigma-Aldrich may be governed by the Registration Evaluation, Authorisation and Restriction of Chemicals (REACH) Regulations and other regulatory provisions.  The Distributor and its customers are responsible for complying with all regulatory provisions in connection with the storage, handling and use of substances purchased from Sigma-Aldrich and the Distributor shall inform customers about such duty.

4. The Distributor shall verify and oblige its customers to verify the indications of content made by Sigma-Aldrich if the products purchased from Sigma-Aldrich are to be repacked, relabeled or used as starting materials or components for other products.

5. The Distributor shall implement adequate screening and other procedures to ensure that there is no unauthorized sale to or use by customers of the Distributor with respect to the products purchased from Sigma-Aldrich.  Supporting documentation requested or required by Sigma-Aldrich or by applicable laws or regulations, such as end-user declarations or licenses shall be maintained by the Distributor and made available to Sigma-Aldrich upon request.  The Distributor shall immediately contact Sigma-Aldrich should it require further information concerning the safe use, storage, handling or transportation of the products.

XI. Information Duty

The Distributor shall immediately inform Sigma-Aldrich if it becomes aware of any accidents or incidents in connection with the products which result in personal injury or damage to property; the Distributor is obliged to fully cooperate with Sigma-Aldrich in order to clarify and identify the cause of such accidents or incidents.  It shall provide Sigma-Aldrich with all explanations, reports and tests which have been made or carried out by the Distributor or which have been made available to the Distributor by third parties.  The provision of such information to and the examination of the same by Sigma-Aldrich do not give rise to liability of Sigma-Aldrich for such accidents or incidents.

XII. Claims for Defect

1. The rights of the Distributor with regard to defects shall be subject to the Distributor examining the delivered products upon receipt and notifying Sigma-Aldrich in writing of any defects no later than two (2) weeks after receipt of the products.  Hidden defects shall be notified to Sigma-Aldrich in writing immediately after their discovery.  The Distributor shall describe the defects in writing.

2. In the event of defects in the products, Sigma-Aldrich shall be entitled, at its own discretion, to perform subsequently by remedying the defect or by delivering a defect-free product.  The expenses necessary for the subsequent performance shall be borne by Sigma-Aldrich in as far as these expenses are not increased as a result of the products being taken to a location other than the delivery address.  Labor and material costs that the Distributor claims in this regard shall be calculated at cost.

3. If Sigma-Aldrich is not willing or able to perform subsequently, the Distributor shall be entitled to terminate the contract.  The same shall apply if the subsequent performance fails, if the Distributor cannot be reasonably expected to accept it or if it is delayed beyond reasonable deadlines for reasons for which Sigma-Aldrich can be held responsible.  The right of the Distributor to terminate the contract shall be excluded if (i) the Distributor is unable to return the defective products and this inability is not due to the fact that the return of the products is impossible due to the nature of the product or reasons for which Sigma-Aldrich is responsible or (ii) the defect only showed during the processing or conversion of the products.

4. In the event of defects in products that Sigma-Aldrich sources from third-party suppliers and which form an essential part of the Sigma-Aldrich products, the Distributor shall only be entitled to demand assignment of the claims that Sigma-Aldrich is entitled to assert against the third-party supplier.  Only in the event of failure of an assigned claim by Sigma-Aldrich against a third-party supplier shall the Distributor be entitled to assert claims for defect against Sigma-Aldrich.

5. In the event of a violation of any intellectual property rights, of a third party by the delivered products within Ireland, Sigma-Aldrich shall at its own discretion and at its own cost alter or exchange the products in a manner that does no longer violate any third party rights while the products continue to fulfill the contractually agreed function.  Alternatively, Sigma-Aldrich shall provide the right of use to the Distributor by entering into a license agreement.  If Sigma-Aldrich fails in doing so within a reasonable period of time, the Distributor is entitled to terminate the contract.  Under the conditions set forth above, Sigma-Aldrich shall also be entitled to terminate the contract.

6. The obligations set forth in paragraph 5 of this Section XII (Claims for Defect) shall only exist if:

i.  the Distributor immediately informs Sigma-Aldrich of any asserted violation of intellectual property rights;

ii.  the Distributor reasonably supports Sigma-Aldrich in defending the asserted claims and in allowing Sigma-Aldrich the measures to modify the product pursuant to Section XII (Claims for Defect), paragraph 5 of these Terms and Conditions;

iii.  all measures of defense, including out-of-court settlement, shall remain reserved to Sigma-Aldrich;

iv.  the defect of title does not result from an instruction of the Distributor; and

v.  the violation of right was not caused by the fact that the Distributor has modified the delivered products without authorization or used them in a manner in breach of the Agreement.

7. Notwithstanding any provision in the Agreement to the contrary, the period of limitation for claims for defects by the Distributor shall be twelve (12) months from the date of delivery.  It shall also apply to claims in tort which are based on a defect of the products.  The period of limitation begins with the delivery of the products.  A statement by Sigma-Aldrich concerning a claim asserted by the Distributor based on a defect is not to be deemed an entry into negotiations concerning the claim or the circumstances giving rise to the claim if the claim is fully denied by Sigma-Aldrich.

XIII. Liability of Sigma-Aldrich

1. SIGMA-ALDRICH SHALL NOT IN ANY EVENT BE LIABLE AND DOES NOT INDEMNIFY THE DISTRIBUTOR FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF SIGMA-ALDRICH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE, PROFITS OR GOODWILL, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF THE DISTRIBUTOR OR OTHER USE OR ANY LIABILITY OF THE DISTRIBUTOR TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY, DEATH OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR DEATH IS CAUSED BY SIGMA-ALDRICH'S NEGLIGENCE AND THE DISTRIBUTOR HEREBY CONFIRMS THAT IT SHALL INDEMNIFY AND HOLD SIGMA-ALDRICH AND ITS LEGAL SUCCESSORS AND ASSIGNS HARMLESS FROM AND AGAINST ANY SUCH EXPENSE, DAMAGE OR LOSS.

2. Save as expressly provided in the Agreement and these Terms and Conditions, Sigma-Aldrich makes no warranties or representations, express or implied, whether by statute or otherwise, including any warranties of merchantability, satisfactory quality or fitness for a particular purpose with respect to any product.  All such warranties are expressly disclaimed and excluded to the maximum extent permitted by applicable law.  Sigma-Aldrich’s liability arising in connection with the sale of products to the Distributor shall be limited to any liability for breach of the obligations arising under Section 12 of the Sale of Goods Act 1893 (as substituted by Section 10 of the Sale of Goods and Supply of Services Act 1980).  The liability of Sigma-Aldrich shall not be expanded, modified or otherwise altered by any warranty offered by the Distributor for the products.

3.  Sigma-Aldrich's sole and exclusive liability and the Distributor's exclusive remedy with respect to products proved to Sigma-Aldrich's reasonable satisfaction to be defective or nonconforming shall be repair or replacement of such products without charge or refund of the purchase price, in Sigma-Aldrich’s sole discretion, upon the return of such products in accordance with Section XII (Claims for Defect) of these Terms and Conditions and Sigma-Aldrich’s instructions.

XIV. Retention of Title

1. Until full payment of all outstanding claims of Sigma-Aldrich resulting from the business relationship with the Distributor, Sigma-Aldrich shall retain title to the delivered products.  The Distributor is obliged to handle the products subject to retention of title with due care.  In particular, the Distributor is obliged to sufficiently insure the products at their replacement value against fire, water and theft at its own cost.

2. The Distributor may resell products subject to retention of title only in the ordinary course of its business.  The Distributor shall not be entitled to pledge the products subject to retention of title, transfer them by way of security or otherwise dispose of them in a manner which may jeopardize the ownership of Sigma-Aldrich.  In the event of seizure or other interventions by third parties the Distributor shall immediately inform Sigma-Aldrich in writing and provide all necessary information, and the Distributor shall inform the third party of the ownership rights of Sigma-Aldrich and assist Sigma-Aldrich with all measures taken for the protection of the products subject to retention of title.  The costs incurred shall be borne by the Distributor.

3. The Distributor hereby assigns all claims resulting from the resale of products including all ancillary rights to Sigma-Aldrich, regardless of whether the products subject to retention of title have been processed or not.  Sigma-Aldrich hereby accepts this assignment.  The Distributor is hereby revocably authorized to collect the claims assigned to Sigma-Aldrich in its own name in trust on behalf of Sigma-Aldrich.  The collected amounts shall be passed on to Sigma-Aldrich without delay.  Sigma-Aldrich shall be entitled to revoke the authorization to collect claims and the right to resell the products of the Distributor if the Distributor does not properly comply with its payment obligations towards Sigma-Aldrich, defaults in payment, ceases payments, or if any action is taken by or against the Distributor under applicable insolvency legislation.

4. In the event of default in payment by the Distributor, Sigma-Aldrich shall be entitled, without prejudice to its other rights, to take back the products subject to retention of title and, after timely warning, be entitled to use the products subject to retention of title elsewhere for the purpose of satisfying its due claims against the Distributor.  In addition, Sigma-Aldrich shall, after expiry of a reasonable deadline, be entitled to terminate the contract.  The Distributor shall grant Sigma-Aldrich immediate access to the products subject to retention of title, and shall surrender the products.

5. The processing or conversion of the products subject to retention of title by the Distributor shall always be performed on behalf of Sigma-Aldrich.  The Distributor’s contingent right to the products subject to retention of title is continued with regard to the processed or converted goods.  If the products are processed together with other items not belonging to Sigma-Aldrich, Sigma-Aldrich shall be entitled to shared ownership in the new items in proportion of the value of the delivered products to the value of the other processed items at the time of processing.  As regards the items created by processing or conversion, the same conditions shall apply as for the products subject to retention of title.

6. Upon the Distributor’s request, Sigma-Aldrich may, in its sole discretion, release specified products from its retention of title rights to the extent that the realizable value of such products exceeds the claims of Sigma-Aldrich resulting from the business relationship with the Distributor by more than twenty percent (20%).  For the purposes of valuation, the invoiced value of the products subject to retention of title and the nominal value of the claims shall be authoritative.

7. The provisions in Section IX (Transfer of Risk) of these Terms and Conditions shall remain unaffected by the provisions of this Section XIV (Retention of Title).

XV. Patents and Copyrights

The Distributor agrees that it will not, directly or indirectly, apply for, take out, maintain, or otherwise acquire any patents, utility models, registered designs or copyrights (or any similar registrable intellectual property rights) in any country, on the basis of information obtained by the Distributor from Sigma-Aldrich (or any of Sigma-Aldrich’s affiliates).

XVI. Technical Assistance

At the Distributor’s request, Sigma-Aldrich may, at its discretion, furnish technical assistance and information with respect to possible applications and technical specifications of its product free of cost unless fees have been agreed in the individual case.  By providing advice and information Sigma-Aldrich does not assume any warranty, express or implied, for technical specifications, use, selection or suitability of the products. In particular, Sigma-Aldrich does not assume any warranty that certain chemical reactions which have been presented are feasible.  Section XIII (Liability of Sigma-Aldrich) of these Terms and Conditions shall apply accordingly.

XVII. Compliance with Laws

1. The Distributor shall conduct its operations in compliance with all applicable laws, rules, regulations and policies in force in all jurisdictions having contact with the transactions contemplated by the Agreement, including, without limitation, any European Union (“EU”) legislation, and shall indemnify and hold Sigma-Aldrich and its legal successors and assigns harmless from and against any liability for failure to do so.  The Distributor will, without limitation, obtain and maintain, at the Distributor’s expense, all licenses, permits, registrations, authorizations, certificates, consents, waivers, receipts, qualifications, clearances and approvals of any type or character whatsoever (whether public or private) as needed to authorize, without limitation:  (i) the parties’ execution of the Agreement and performance hereunder; and (ii) the Distributor’s import, storage, distribution, use, marketing, transportation and sale of the products.

2. Without limiting anything in the preceding paragraph:  (i) the Distributor acknowledges that Sigma-Aldrich (and its affiliates) is (are) bound by a corporate policy of ethical and legal conduct (the “Policy”), as well as United States (“U.S.”) law, including the Foreign Corrupt Practices Act of 1977, as amended (the “Act”); and (ii) the Distributor agrees not to engage in any activity in violation of the provisions of the Policy, the Act or any other applicable laws or regulations prohibiting unfair, fraudulent or corrupt business practices, including legal requirements designed to combat terrorism and terrorist activities.

XVIII. Export

1. The Distributor acknowledges that the products may be subject to export and economic sanctions restrictions of the EU, Ireland, U.S. and other countries ("Export Regulations").  The Distributor represents and warrants that it will not use, transfer, release, export or reexport or take any action that could result in the diversion of any Sigma-Aldrich products or items containing or incorporating any Sigma-Aldrich products in violation of applicable Export Regulations.  The Distributor shall screen parties to export transactions against applicable sanctions and denial lists and inform Sigma-Aldrich if any proposed transaction involves parties on those lists or sanctioned destinations.  The Distributor shall obtain any approvals that may be required.

2. The Distributor is prohibited from selling or providing goods of Sigma-Aldrich to any third party if such goods are excluded from delivery according to Irish, EU or U.S. export regulations.

3. If U.S. export controls require a license for the export of one or more of the products (or any part thereof or relating thereto) or any other goods or services sold under these Terms and Conditions (i) Sigma-Aldrich’s obligations under these Terms and Conditions are subject to the condition precedent of the grant of such export license and (ii) the Distributor shall not transfer or dispose of any such products or related software, know-how, technical data, documentation, goods, services or other materials to any party or in any manner which would constitute a violation of U.S. export controls.

4. Breach of this Section XVIII (Export) will entitle Sigma-Aldrich immediately to terminate the purchase contract and the Agreement.

XIX. No Waiver

No delay on the part of Sigma-Aldrich in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Sigma-Aldrich of any right or remedy shall preclude such party from any further exercise of the right or remedy, or the exercise of any other right or remedy.

XX. Force Majeure

1. If Sigma-Aldrich is prevented by force majeure from performing its contractual obligations, in particular from delivering the goods, Sigma-Aldrich will be released from its obligation to perform for the duration of the impediment and for a reasonable start-up period without being liable towards the Distributor for damages.  The same applies if the performance of its obligations by Sigma-Aldrich is unreasonably impeded or becomes temporarily impossible because of unforeseeable circumstances for which Sigma-Aldrich is not responsible. Such causes include, but are not limited to, acts of God, actions of the elements, including floods and other natural disasters, fires, explosions, lockouts, strikes, wars, riots, civil commotion, epidemic, embargoes, failure to obtain export licenses or import authorizations, transportation delays and acts of government, energy shortfalls, suppliers’ delivery problems or substantial interruptions of operations.  Sigma-Aldrich shall promptly notify the Distributor of such interference, including, without limitation, a detailed description thereof, the date of commencement of such interference and the estimated duration thereof.

2. Sigma-Aldrich shall be entitled to terminate the contract if such interference persists for more than ninety (90) days and Sigma-Aldrich has no longer an interest in performance of the contract due to such interference.  After expiration of such period, at the Distributor’s request, Sigma-Aldrich shall declare whether it intends to exercise its rescission right or deliver the products within a reasonable period of time.

3. In no event shall Sigma-Aldrich be liable to the Distributor for any claims, damages, costs or expenses arising out of or related to Sigma-Aldrich’s inability to timely ship products or fulfill purchase orders due to a force majeure event.

XXI. Confidentiality

The Distributor agrees for itself and its employees, agents and representatives that the Distributor shall not disclose to any third party and shall maintain as confidential, any and all confidential information provided to the Distributor by Sigma-Aldrich.  Such confidential information shall include, without limitation, information concerning Sigma-Aldrich’s or its affiliates’ business, finances, proposed products, product development, marketing and/or sales plans, special project pricing, contracts, the Agreement, business or operational know-how and any other information deemed confidential by Sigma-Aldrich.

XXII. Miscellaneous

1. The captions in the Agreement are for convenience only and do not affect the interpretation of the Agreement.

2. The Distributor’s obligations under Sections III.2 (Indemnification), XIII (Liability of Sigma-Aldrich), XXI (Confidentiality) and XXII (Miscellaneous) of these Terms and Conditions shall survive the expiration or termination of the Agreement.

3. Place of performance for all obligations of the Distributor and Sigma-Aldrich is the place of business of Sigma-Aldrich.

4. The legal relationship between the Distributor and Sigma-Aldrich shall be governed by and construed in accordance with the laws of the Republic of Ireland.

5. The legal venue for all disputes arising from the business relationship between Sigma-Aldrich and the Distributor is the place of business of Sigma-Aldrich. Sigma-Aldrich shall also be entitled to bring legal actions at the place of business of the Distributor or any other applicable and permissible legal venue.

6. The Distributor shall pay Sigma-Aldrich all damages, costs and expenses (including reasonable attorney’s fees) incurred by Sigma-Aldrich in obtaining injunctive or other relief for the enforcement of any provision of the Agreement.

7. If any provision of the Agreement should be or become wholly or partially void, ineffective or unenforceable, the validity, effectiveness and enforceability of the other provisions of the Agreement shall not be affected thereby.  Any such void, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and purpose of the void, ineffective or unenforceable provision.

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