Terms And Conditions

Pease read these Terms carefully, as they set out our and your legal rights and obligations in relation to the Products and servers that we provide. If you purchase Products on our website from eChemPortal, Inc, we will ask for your express agreement to these Terms. If you purchase from another seller, these Terms do not apply.

We will not file a copy of these Terms specifically in relation to you, and they may not be accessible on our Website in future. You should therefore print a copy of these Terms for future reference.

must not order Products from our website.

1. Definitions and interpretation

1.1 In these Terms:

"Contract"means a contract between eChemPortal, Inc and the Customer for the sale and supply of Products entered into in accordance with Clause 3;

"Customer"means the customer for the Products identified on the online order form or purchase order or other order form submitted to eChemPortal, Inc.

"Force Majeure Event"means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, strikes or other industrial disputes affecting any third party, changes to the law, embargos or other governmental regulations or actions, disasters, accidents, explosions, fires, floods, storms, lightning, riots, vandalism, theft, terrorist attacks and wars);

"Intellectual Property Rights"means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and the "intellectual property rights" referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

EChemPortal, Inc., an incorporated company established under the law of NJ, USA having its principal place of business at 1246 US Route 9, Howell NJ, 07727.

"Product Liability Claim"means any claim, dispute and/or proceedings resulting from or arising in connection with any death, personal injury or damage to property caused in whole or part by the Products;

"Products"means the products that are or may be purchased by the Customer from EChemPortal, Inc. under these Terms, namely chemical compounds for use in laboratory research projects; and "Terms"means these terms of sale and supply.

1.2 In these Terms, a reference to a statute or statutory provision includes a reference to:

• (a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
• (b) any subordinate legislation made under that statute or statutory provision.

1.3 The Clause headings do not affect the interpretation of these Terms.

1.4 In these Terms, "persons" include companies, partnerships, limited liability partnerships, unincorporated associations and trusts.

2. These Terms

2.1 These Terms contain the only conditions upon which EChemPortal, Inc. will deal with the Customer, and they govern all Contracts to the exclusion of all other terms and conditions.

2.2 Without prejudice to Clause 2.1, any reference to any of the Customer's terms and conditions in any document forming part of or evidencing a Contract will not have the effect of incorporating any such terms and conditions into the Contract, nor of forming any other contract between the parties for the purchase of the Products.

3. Contracts

3.1 The advertising of Products on www.echemportal.net and any quotation given by EChemPortal, Inc. for the supply of Products, constitutes an "invitation to treat" and not a contractual offer.

3.2 No contract will come into force between EChemPortal, Inc. and the Customer for the sale and supply of Products except in accordance with this Clause 3 .

3.3 There are two distinct procedures for entering into Contracts with EChemPortal, Inc. for the sale and supply of Products:

• (a) Contracts may be entered into using the shopping cart and checkout procedure on www.EChemPortal, Inc..com detailed in Clause 3.4; or
• (b) Contracts may be entered into using the quotation procedure detailed in Clause 3.5.

3.4 In order to enter into a Contract to purchase products from EChemPortal, Inc. using the shopping cart and checkout procedure, the Customer will need to take the following steps:

• (a) the Customer must add the products the Customer wishes to purchase to the shopping cart, and then proceed to the checkout;
• (b) if the Customer is a new customer, the Customer may then create an account with EChemPortal, Inc. and log in; if the Customer is an existing customer, the Customer may enter its login details; Customers may also proceed to make a purchase without registering;
• (c) the Customer must next select the preferred method of delivery and confirm the order and the Customer's consent to these terms of sale and supply;
• (d) unless the Customer is a EChemPortal, Inc. account holder and opts to pay using its account, the Customer will be transferred to the website of EChemPortal, Inc.'s payment services provider, who will process the Customer's payment; the Customer must also send to EChemPortal, Inc. using the website contact form details of any specific version of a Product that may be required, such as specific salt form, stereo or nuclear isomer, and details of any specific packaging required;
• (e) EChemPortal, Inc. will next send to the Customer an initial acknowledgement (including confirmation of the price of the relevant Products);
• (f) once EChemPortal, Inc. has checked whether it is able to meet the order, EChemPortal, Inc. will either send to the Customer an order confirmation (at which point the order will become a binding Contract) or EChemPortal, Inc. will confirm by email that it is unable to meet the order; and
• (g) before an order is placed, the Customer will have the opportunity of identifying whether any input errors have been made, and or correcting such input errors.

3.5 This Clause 3.5 sets out the procedure by which a Contract may be entered into between EChemPortal, Inc. and the Customer where EChemPortal, Inc. issues a quotation to the Customer:

• (a) in order to request a quotation for the supply of Products, the Customer must: (i) identify the Products required using the website search and browse facilities; and (ii) contact EChemPortal, Inc. to request a quotation, providing full details of the Products required (including details of any specific version of a Product that may be required, such as specific salt form, stereo or nuclear isomer, and details of any specific packaging required), the address for delivery, and any specific date for delivery;
• (b) EChemPortal, Inc. may then provide a written quotation to the Customer, which will be valid for 30 days or such other period as EChemPortal, Inc. may specify in the quotation;
• (c) the Customer may indicate that the terms of the quotation are acceptable by giving to EChemPortal, Inc. written notice that that is the case (for the purposes of contract law, this shall be deemed to be an offer by the Customer to EChemPortal, Inc. to enter into the Contract); and
• (d) a Contract between EChemPortal, Inc. and the Customer for the sale and purchase of the relevant Products will come into force (unless EChemPortal, Inc. and the Customer expressly agree otherwise) if and only if EChemPortal, Inc.: (i) notifies the Customer that the order will be fulfilled; and (ii) receives in cleared funds from the Customer all amounts due in respect of the Products (unless the Customer has a EChemPortal, Inc. account, in which case the Contract will come into force when EChemPortal, Inc. notfies the Customer that the order will be fulfilled).

3.6 EChemPortal, Inc. may cancel a Contract insofar as it relates to particular Products, by giving to the Customer written notice of cancellation at any time before delivery of those Products, if:

• (a) a Force Majeure Event prevents the sourcing or delivery of the Products; or
• (b) the Products in question are or become out of stock, in which cases any amounts paid to EChemPortal, Inc. under the Contract will (at the option of the Customer) be refunded to the Customer or a credit note will be issued to the Customer.

3.7 EChemPortal, Inc. may increase and otherwise amend:

• (a) the price of Products under a Contract; and/or
• (b) the other charges and costs payable under a Contract, by giving to the Customer written notice of the increase at any time before the shipping of those Products, if there is a material increase in the cost to EChemPortal, Inc. of obtaining the Products or of paying the other charges and costs, providing that any increase under this Clause must not exceed the amount of the increase in cost to EChemPortal, Inc..

4. Delivery

4.1 Unless otherwise agreed in writing:

• (a) all Products will be delivered to the address specified by the Customer.
• (b) EChemPortal, Inc. will be responsible for arranging loading, carriage, transport, unloading and for clearing the Products for export.
• (c) EChemPortal, Inc. will be responsible for paying all costs relating to loading, carriage, transport, unloading and export of the Products (subject to reimbursement in accordance with Clause 7); and
• (d) risk in the Products will pass from EChemPortal, Inc. to the Customer when the Products are dispatched to the Customer (whether dispatched by EChemPortal, Inc. or by a third party).

4.2 Unless otherwise agreed in writing, the Customer will be responsible for clearing the Products for import into the destination jurisdiction, and for paying (directly to the relevant authorities) any applicable import taxes and duties.

4.3 If the parties agree, or if Product availability means that a single delivery is in EChemPortal, Inc.'s opinion impractical or undesirable, the delivery of the Products under a Contract will be by installments. In these circumstances, each installment will constitute part of a single Contract, and not separate contracts. A delay in the delivery of any part of a Contract's Products will not relieve the Customer of its obligation to accept each delivery.

4.4 EChemPortal, Inc. shall aim to delivery Products to the Customer on or around the estimated delivery date or dates specified by EChemPortal, Inc. during the checkout process or quotation process, but does not guarantee that the Products will be delivered on that date or those dates.

5. Title

5.1 Legal and equitable title to the Products will pass from EChemPortal, Inc. to the Customer upon the later of:

• (a) delivery of the Products; and
• (b) receipt by EChemPortal, Inc. of all amounts due from the Customer to EChemPortal, Inc. under the relevant Contract.

5.2 Until title to the Products has passed to the Customer:

• (a) the Customer will hold the Products as fiduciary agent and bailed of EChemPortal, Inc.;
• (b) the Customer will: (i) store the Products at its own premises in a secure, safe, dry and clean environment separately from other products and goods; (ii) ensure that the Products are easily identifiable as belonging to EChemPortal, Inc.; (iii) not deface, destroy, alter or obscure any identifying mark on the Products or their packaging; (iv) ensure that no charge, lien or other encumbrance is created over the Products; and (v) deliver up the Products to EChemPortal, Inc. upon demand.

5.3 EChemPortal, Inc. may bring an action for the price of Products, and any other amounts due under a Contract, notwithstanding that title to the Products has not passed to Customer.

6. Customers acknowledgements and obligations

6.1 The Customer acknowledges that the Products may be hazardous, and undertakes to properly and fully investigate and verify such hazards before purchasing Products and also before using the Products for any particular purpose.

6.2 The Customer acknowledges that the Products are intended primarily for laboratory use and, unless otherwise indicated by EChemPortal, Inc., must not be used for other purposes, including as, or as or a component in, any food, drug, or medical device (including in vitro diagnostic reagents), cosmetics or pesticide.

6.3 The Customer acknowledges that EChemPortal, Inc. does not Products purchased for safety or efficacy as a food, drug, medical device, cosmetic, pesticide or component thereof.

6.4 The Customer acknowledges that the hazards, physiological properties and toxicological properties of the Products may have not yet been fully investigated and/or determined and accordingly that the Products should be handled with the utmost caution when they are used, stored or during disposal, by individuals familiar with their potential hazards and who have been fully trained in proper safety, laboratory, and chemical handling procedures.

6.5 The Customer must warn its own customers and any other persons likely to come into contact with the Products of all hazards associated with the Products.

6.6 The Customer must comply with all applicable laws, rules and regulations relating to, and must obtain all licences, permits and approvals required in relation to the marketing, promotion and advertising of the Products, and the import, export, distribution, sale, supply and delivery of the Products.

6.7 The Customer must ensure that its use of the Products is fully in accordance with any instructions provided to the Customer by EChemPortal, Inc. or by the manufacturer or supplier of the Products.

7. Prices and payment

7.1 Guideline prices for Products are quoted on the www.EChemPortal, Inc..com website in Euros and US Dollars. The guideline prices are ex works, and exclude taxes and duties, and delivery, handling, hazard and minimum order charges.

7.2 Prices for Products change regularly, and EChemPortal, Inc. will specify the actual prices for the Products:

• (a) in the case of a purchase on the website, following receipt of the Customer's order; and
• (b) in the case of a purchase upon quotation, with the written quotation provided to the Customer, subject, in each case, to variation in accordance with Clause 3.7.

7.3 In addition to the price of the Products, the Customer will have to pay delivery, handling, hazard and/or minimum order charges, which EChemPortal, Inc. will specify at the same time as the price is confirmed under Clause 7.2, subject also to variation in accordance with Clause 3.7.

7.4 Unless the Customer has a EChemPortal, Inc. account, payment must be made upon the submission of the Customer's order. In these circumstances EChemPortal, Inc. may withhold the Products and/or cancel the Contract if payment is not received from the Customer in full in cleared funds.

7.5 From time to time EChemPortal, Inc. may agree to open an account for a Customer, enabling the Customer to pay in arrears. Where the Customer holds an account, then upon or following the dispatch of Products, EChemPortal, Inc. will send to the Customer an invoice for payment of the price of those Products, and the Customer must pay the full amount due under such invoice within 30 days following the date on the invoice. Customer accounts will be subject to such credit limits as EChemPortal, Inc. may notify to the Customer from time to time. Where a partial dispatch is made under a Contract, EChemPortal, Inc. will issue an invoice for the dispatched Products only. The Customer must not delay the payment of any invoice on the grounds of a partial dispatch or delivery.

7.6 All amounts specified on the www.EChemPortal, Inc..com website or in a quotation or otherwise payable to EChemPortal, Inc. under a Contract are (unless the context requires otherwise) stated exclusive of all value-added taxes, sales taxes, goods and services taxes, custom duties, inspection fees, testing fees, export/import taxes and duties and any other governmental tax, duty or fee imposed by any governmental authority on the Products or the Contract, which will be payable by the Customer in addition to the price of the Products and other amounts due under these Terms.

7.7 Payment for all Products must be made by credit or debit card on the www.EChemPortal, Inc..com website (in the case of online purchases) or by bank transfer.

7.8 If the Customer does not pay any amount properly due to EChemPortal, Inc. under or in connection with a Contract, EChemPortal, Inc. may charge the Customer:

• (a) liquidated damages to compensate EChemPortal, Inc. for the time and costs spent dealing with the non-payment, equal to 10% of the outstanding balance; and
• (b) interest on the overdue amount at the rate of 1% per month above EURIBOR (compounded at the end of each calendar month).

7.9 The Customer shall not be entitled in any circumstances to withhold or set-off any payment for the Products due under the Contract.

8. Warranties and indemnity

8.1 EChemPortal, Inc. warrants to the Customer that:

• (a) EChemPortal, Inc. has (or will have at the relevant time) the right to sell the Products;
• (b) the Products are free from any charge or encumbrance, subject to Clause 5;
• (c) the Customer shall enjoy quiet possession of the Products, subject to the rights referred to in Clause 8.1(b); and
• (d) the Products correspond to: (i) in the case of a sale of Products following quotation, any description of the Products supplied by EChemPortal, Inc. to the Customer (excluding information on the www.EChemPortal, Inc..com website); and (ii) in the case of a sale of Products using the website checkout procedure, the manufacturer identity and manufacturer catalogue number stated on the website and the image of the chemical structure of the Product published on the website.

8.2 The Customer warrants to EChemPortal, Inc. that:

• (a) the Customer is legally capable of entering into binding contracts, and has full authority, power and capacity to agree to these Terms;
• (b) the information provided by the Customer in relation to the Contract is accurate and complete;
• (c) the import of the Products into the jurisdiction for delivery will not be unlawful, and is the Customer will be able to accept delivery of the Products in the manner anticipated by the Contract;
• (d) where a Products (as specified in accordance with Clause 8.1(d)) may exist in several types or variations, and the Customer requires a specific type or variation, that will be specified in the Customer's order form;
• (e) the Customer will properly test and use the Products and any article or compound made from or incorporating the Products in accordance with the good industry practice and in compliance with all applicable laws and regulations; and
• (f) the Customer is a commercial, educational and governmental institution or organization, and not a private individual.

8.3 All of the parties' warranties, liabilities and obligations in respect of the subject matter of each Contract are expressly contained in these Terms or elsewhere in the relevant Contract. Subject to Clause 12.1 and to the maximum extent permitted by applicable law, no other terms concerning the subject matter of a Contract will be implied into that Contract or any related contract.

8.4 The Customer hereby indemnifies EChemPortal, Inc. and undertake to keep EChemPortal, Inc. indemnified against all and any liabilities, losses, damages, expenses and costs (including legal expenses and amounts paid in settlement of any demand, action or claim) arising, directly or indirectly, out of a breach by the Customer of any of its obligations under a Contract or any use by the Customer of the Products supplied under a Contract.

9. Inspection and returns

9.1 Within 10 days following the delivery of Products, the Customer must inspect those Products and notify EChemPortal, Inc. in writing of any shortage or defects in, or damage to, those Products. If the Customer fails to notify EChemPortal, Inc. of any such matter within this 10 day period, the Products shall be conclusively deemed to conform to the terms of the Contract, and to have been irrevocably accepted by the Customer.

9.2 If Products do not comply with any warranty given by EChemPortal, Inc. under a Contract, and the Customer has notified EChemPortal, Inc. in accordance with Clause 9.1, the Customer may with the prior agreement of EChemPortal, Inc. return those Products to EChemPortal, Inc. or dispose of those Products in accordance with EChemPortal, Inc.' instructions, for (at the option of EChemPortal, Inc.):

• (a) replacement Products;
• (b) a credit note in respect of the price of the Products (including charges paid by the Customer to EChemPortal, Inc. in respect of the delivery and handling of the Products) (such credit note to be offset against future purchases from EChemPortal, Inc.); or
• (c) a refund of the price of the Products (including charges paid by the Customer to EChemPortal, Inc. in respect of the delivery and handling of the Products), plus, where the Products are returned to EChemPortal, Inc. with the prior agreement of EChemPortal, Inc., a full credit of the reasonable costs of returning the Products.

9.3 Products returned under Clause 9.2 must be:

• (a) properly packed by the Customer in accordance with EChemPortal, Inc.'s instructions;
• (b) sent by appropriate delivery means in accordance with EChemPortal, Inc.'s instructions; and
• (c) returned to the address and in accordance with any timetable specified by EChemPortal, Inc. (or, if no timetable is specified, within 10 days following EChemPortal, Inc. consenting to the return of the Products).

9.4 Any Products returned in contravention of the provisions this Clause 9 will not be the subject of any credits or replacements or other remedies, and where applicable the Customer will continue to be liable for payment of the price of such Products.

9.5 For the avoidance of doubt, the "Guarantee" document published on the EChemPortal, Inc. website does not apply to the sale of Products directly by EChemPortal, Inc..

10. Product Liability Claims

The Customer will:

• (a) promptly notify EChemPortal, Inc. upon becoming aware of any accident involving the Products or any incident involving the Products that may give rise to a Product Liability Claim;
• (b) promptly notify EChemPortal, Inc. upon becoming aware of a Product Liability Claim; and
• (c) provide to EChemPortal, Inc. all reasonable assistance in relation to any actual or potential Product Liability Claim, including making available to EChemPortal, Inc. all statements, reports and tests made by the Customer or made available to the Customer by a third party.

11. IPR disclaimer

Subject to Clause 12.1, EChemPortal, Inc. does not warrant or represent that the Products, or that the supply, sale or use of the Products whether alone or in combination with any other products, will not infringe any patent rights or other Intellectual Property Rights.

12. Limitations and exclusions of liability

12.1 Nothing in the Contract will:

• (a) limit or exclude the liability of a party for death or personal injury resulting from negligence;
• (b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
• (c) limit any liability of a party in any way that is not permitted under applicable law; or
• (d) exclude any liability of a party that may not be excluded under applicable law.

12.2 The limitations and exclusions of liability set out in this Clause 12 and elsewhere in these Terms:

• (a) are subject to Clause 12.1; and
• (b) govern all liabilities arising under the Contract or in relation to the subject matter of the Contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

12.3 EChemPortal, Inc. will not be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.

12.4 EChemPortal, Inc. will not be liable for any loss of business, contracts or commercial opportunities.

12.5 EChemPortal, Inc. will not be liable for any loss of or damage to goodwill or reputation.

12.6 EChemPortal, Inc. will not be liable in respect of any loss or corruption of any data, database or software.

12.7 EChemPortal, Inc. will not be liable in respect of any special, indirect or consequential loss or damage.

12.8 EChemPortal, Inc. will not be liable for any loss or damage resulting from incorrect handling, storage, usage or disposal of the Products.

12.9 EChemPortal, Inc. will not be liable for any losses arising out of a Force Majeure Event.

12.10 EChemPortal, Inc.'s aggregate liability under a Contract will not exceed the total amount paid or (if greater) payable by the Customer to EChemPortal, Inc. under the Contract.

13. Force majeure

13.1 Where a Force Majeure Event gives rise to a failure or delay in EChemPortal, Inc. performing its obligations under a Contract, those obligations will be suspended for the duration of the Force Majeure Event.

13.2 Where EChemPortal, Inc. becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under a Contract, EChemPortal, Inc. will notify the Customer.

13.3 EChemPortal, Inc. will take reasonable steps to mitigate the effects of the Force Majeure Event.

13.4 For the avoidance of doubt, the Customer will have no right to terminate a Contract on the grounds that its performance has been delayed by a Force Majeure Event.

14. Contract term and termination

14.1 Each Contract will come into force in accordance with Clause 3, and will continue in force until the earlier of:

• (a) the later of completion of: (i) delivery of all Products; and (ii) the receipt by EChemPortal, Inc. of all amounts due to EChemPortal, Inc. under the Contract; and
• (b) the termination of the Contract in accordance with the provisions of this Clause.

14.2 A Contract may be terminated in the following circumstances:

• (a) either party may terminate a Contract immediately by giving written notice to the other party if the other party commits any material breach of any term of the Contract;
• (b) EChemPortal, Inc. may terminate any Contract immediately by giving written notice to the Customer if the Customer fails to pay to EChemPortal, Inc. any amount due under the Contract by the due date for payment;
• (c) EChemPortal, Inc. may terminate any Contract immediately by giving written notice to the Customer if the Customer fails to accept delivery of the Products on the date agreed in the relevant Contract; and
• (d) EChemPortal, Inc. may terminate any Contract immediately by giving written notice to the Customer if a Force Majeure Event prevents the performance of the Contract by EChemPortal, Inc. for a period of 30 or more days.

14.3 Either party may terminate any Contract immediately by giving written notice to the other party if:

• (a) the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
• (b) an administrator, administrative receiver, liquidator, receiver or similar is appointed over any of the assets of the other party;
• (c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under the Contract); or
• (d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

15. Effects of termination

15.1 Upon termination of a Contract, all the provisions of that Contract will cease to have effect, save that the following provisions of these Terms will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 5, 6, 7.8, 9, 10, 12, 15 and 18.

15.2 Termination of a Contract will not affect either party’s accrued rights (including accrued rights to be paid and accrued rights to a remedy for breach of condition or warranty) as at the date of termination.

16. Scope of these terms of sale and supply

These Terms do not constitute or contain any assignment or licence of any Intellectual Property Rights in any Product, and do not govern the provision of any services by EChemPortal, Inc. or any third party in relation to any Products.

17. Notices

Any notice given under a Contract must be in writing (whether or not described as "written notice" in these Terms) and must be delivered personally, sent by recorded signed-for mail, or sent by fax, for the attention of the relevant person, and to the relevant address or fax number given below (or as notified by one party to the other in accordance with this Clause).

The addressee, address and fax number given on the website order form, or in the case of orders following a written quotation, the addressee, address and fax number given in the quotation.

18. General

18.1 No breach of any provision of a Contract will be waived except with the express written consent of the party not in breach.

18.2 If any provision of a Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

18.3 Contracts may not be varied except by a written document signed by or on behalf of each of the parties.

18.4 EChemPortal, Inc. may freely assign its rights and obligations under a Contract without the Customer’s consent. The Customer may not without the prior written consent of EChemPortal, Inc. assign, transfer, charge, license or otherwise dispose of or deal in a Contract or any rights or obligations under a Contract.

18.5 Each Contract is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to a Contract are not subject to the consent of any third party.

18.6 Subject to Clause 12.1:

• (a) these Terms will constitute the entire agreement between the parties in relation to the subject matter of the Contract, and supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter;
• (b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into a Contract; and
• (c) neither party will have any liability other than pursuant to the express terms of a Contract.

18.7 These Terms and each Contract will be governed by and construed in accordance with English law.

18.8 EChemPortal, Inc. may issue and pursue legal proceedings against the Customer:

• (a) these Terms will constitute the entire agreement between the parties in relation to the subject matter of the Contract, and supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter;
• (b) where the Customer is a company, organization or institution, in any jurisdiction in which he Customer has its head office, a branch office or other premises, or in which the Customer is incorporated or established; or
• (c) where the Customer is a sole trader, in any jurisdiction in which the Customer has an office or other premises, or in which the Customer is resident or situated from time to time.