Legal Information

Terms of Use

Welcome to the DigiChem website (the “Site”). The Site is operated by DigiChem Corporation (“DigiChem ”) These Terms of Use (the “Terms”) create a legal agreement between you (“You”) and DigiChem .

The Site is a copyrighted work belonging to DigiChem. Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. Without limitation to the preceding sentence, Your submission of information, including personal information, through or in connection with the Site is governed by the terms of our privacy policy as updated from time to time (“Privacy Policy”).  All additional terms, guidelines, and rules, including our Privacy Policy, and our Terms and Conditions of Sale, are incorporated by reference into these Terms. Unless otherwise defined in these Terms, terms used here starting with a capital letter shall have the same meaning as in our Terms and Conditions of Sale.

SERVICES

Through the Site, you can obtain information about our services, request a quotation through our online quoting tools, place orders for products and receive such other services as we may offer from time to time (collectively the “Services”). Your access to and use of the Site and the Services are subject to the following terms and conditions ("Terms and Conditions") and all applicable laws.

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE WHICH AND APPLY TO ALL INFORMATION, RECOMMENDATIONS AND/OR SERVICES PROVIDED TO YOU ON OR THROUGH THE SITE. BY ACCESSING OR USING THE SITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THESE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD OR OVER THE LEGAL AGE REQUIRED TO ENTER INTO A VALID CONTRACT UNDER LAW APPLICABLE TO YOU. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE.

Our Site, apps, products, and services are designed for businesses and their representatives.  We do not target consumers – individuals who seek to use our products and services for their personal or household purposes.

1. Accounts

1.1 Account Creation. In order to use certain features of the Site, You must register for an account (“Account”) and provide certain information about Yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information You submit is truthful and accurate and (b) You will maintain the accuracy of such information. You may delete Your Account at any time, for any reason, by following the instructions on the Site. We may suspend or terminate Your Account in accordance with these Terms.

1.2 Account Responsibilities. You are responsible for maintaining the confidentiality of Your Account login information and are fully responsible for all activities that occur under Your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of Your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from Your failure to comply with the above requirements.

2. Access to the Site

2.1 Certain Restrictions. The rights granted to You in these Terms are subject to the following restrictions: (a) You shall not license, sell, rent, lease, transfer, assign, distribute, host, reformat or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) You shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality or content of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.

2.2 Site Content. Unless otherwise indicated, the Website and Services together with their design, text, content, and other matters related to the Website and Services ("Content") are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) laws, and all rights therein are the property of DigiChem or third parties who have granted us permission to use their Content. Except as otherwise provided herein, none of the Content may be used, copied, reproduced, distributed, republished, downloaded, modified, reverse engineered, displayed, posted or transmitted in any form or by any means, without our express prior written permission. We grant you permission to lawfully access and use the Website to upload molecules, display, download, and archive and print, portions of the Website on a temporary basis for your individual use, provided you do not modify the materials and that you retain any and all copyright and other proprietary notices contained in the materials.

2.3 Modification. We reserve the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to You. You agree that we will not be liable to You or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.

2.4 No Support or Maintenance. You acknowledge and agree that We will have no obligation to provide You with any support or maintenance in connection with the Site.

2.5 Ownership. Excluding any User Content (defined below)  that You may provide, You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by us. Neither these Terms (nor Your access to the Site) transfers to You or any third party any rights, title or interest in or to such intellectual property rights. We reserve all rights not granted in these Terms. There are no licenses granted under these Terms, whether implied, express or by implication or estoppel.

3. User Content

3.1 User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Site (e.g., content in the user’s profile, content or data communicated to DigiChem in voice, email, text, or via other messaging and/or uploads including data, encoded molecular structures, or molecular structure images). You are solely responsible for Your User Content. You assume all risks associated with use of Your User Content, including any reliance on its accuracy, completeness or fit for purpose, or any disclosure of Your User Content by You that personally identifies You or any third party. You hereby represent and warrant that Your User Content does not violate our Acceptable Use Policy (as described herein). Because You alone are responsible for Your User Content, You may expose Yourself to liability if, for example, Your User Content violates the Acceptable Use Policy. We are not obligated to backup any User Content, and Your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining Your own backup copies of Your User Content if You desire.

3.2 License. By providing User Content to DigiChem, You grant DigiChem an non-exclusive, royalty-free, fully paid up, worldwide, transferable and sub-licensable right and license to use, copy, modify, reproduce, distribute and display the data (including encoded molecular structures or molecular structure images), documentation, drawings and specifications in Your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of (1) providing the Site and all information, recommendations and/or services provided to You on or through our Site and (2) to improve our products and services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to Your User Content.

3.3 Your representations

(a) You represent and warrant that You are authorized to use the Site and that You have the authority to conclude legally binding agreements. The Information offered by DigiChem on the Site is only available to individuals who are 18 years or older and who can form legally binding contracts under applicable law.

(b) You represent and warrant that all information You submit to the Site is accurate and truthful and that You have the full right and authority to provide us with all User Content, documentation, molecular structures and specifications, and You are authorized to grant the license referred to in Section 3.

(c) You also represent and warrant that You will use any User Content and resulting Substances in strict accordance with all applicable laws and requirements.

(d) You agree warrant that You will not use the Site or our services to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems, servers, hardware or networks connected to or used together with the Site, or other users or any other third party;), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site, including launching or using any automated means or process, such as “spiders”, “robots”, “load testers” etc., for retrieving or sending more communication than a natural person could reasonably produce or to create users accounts; or (vii) threaten or harass any person or entity.

(e) You also represent and warrant that You will use our Site, any User Content and resulting Parts in strict accordance with our Acceptable Use Policy.

3.4 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:

(a) You represent and warrant that the production, shipping, sale and use of the Goods by us in response to Your Order, does not violate any export control laws or regulations.

(b) You represent and warrant that Your User Consent (including molecular structure data and drawings),Your Order and/or the production, shipping, sale and use of the Goods by us:

(a) Does not violate, misappropriate or infringe any intellectual party rights or any third party rights;

(b) Is not contrary to or in violation of any applicable law.

IF YOU HAVE ANY DOUBT WHETHER YOUR USE OF THE SITE AND/OR USER CONTENT AND/OR THE PRODUCTION, SHIPPING, SALE AND USE OF THE PARTS OR TOOLING BY US IS PERMITTED UNDER OUR ACCEPTABLE USE POLICY, DO NOT USE THE SITE OR UPLOAD YOUR DATA.

3.5 Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against You in our sole discretion if You violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying Your User Content, terminating Your Account, and/or reporting You to law enforcement authorities. Any attempt by You to damage the Site or to undermine the legitimate operations of DigiChem’s business or services may be a violation of criminal and civil laws and should any such attempt be made; we reserve the right to seek damages from You to the fullest extent permitted by law.

3.6 Feedback. If You provide us with any feedback or suggestions regarding the Site (“Feedback”), You hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate. We will treat any Feedback You provide to us as non-confidential and non-proprietary. You agree that You will not submit to us any Feedback that You consider to be confidential or proprietary.

4. Third-Party Links & Ads

4.1 Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under our control, and we are not responsible for any Third-Party Links & Ads. We provide access to these Third-Party Links & Ads only as a convenience to You, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at Your own risk, and should apply a suitable level of caution and discretion in doing so. When You click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation You feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

4.2 Release. You hereby release and forever discharge DigiChem (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

5. Indemnification.  You agree to indemnify and hold DigiChem (and its officers, directors, employees, representatives and agents), and for avoidance of doubt its affiliates (and their officers, directors, employees, representatives and agents), harmless from and against any liabilities, losses, claims, demands, damages, penalties, costs and other expenses (including attorneys’ fees and court costs and litigation expenses) arising out of or from (a) Your use of the Site, (b) Your violation of these Terms, (c) Your violation of applicable laws or regulations or (d) Your User Content. DigiChem reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify us, and You agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.

6. Disclaimers

6.1 The Site and our services are for general information purposes only and do not constitute advice.

6.2 THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, DIGICHEM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, CONTRACTUAL OR STATUTORY, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF MALWARE AND VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF MANDATORY LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

7. Limitation on Liability

7.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO THE FINAL PARAGRAPH OF THIS SECTION, IN NO EVENT SHALL DIGICHEM (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, ACTIONS, INJURY, LOSS OR DAMAGE OF ANY KIND, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, LOST PROFITS, LOST DATA, LOST INCOME, LOSS OR DAMAGE TO PROPERTY, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY DIRECT OR INDIRECT, COMPENSPATORY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE (I) TERMS; (II) YOUR USE OF, OR INABILITY TO USE, THE SITE – INCLUDING BUT NOT LIMITED TO – DAMAGES CAUSED BY MALWARE, VIRUSES OR ANY INCORRECTNESS OR INCOMPLETENESS OF THE INFORMATION OR THE SITE; (III) YOUR USE OF, OR INABILITY TO USE, ELECTORNIC MEANS OF COMMUNICATION WITH THIS SITE – INCLUDING BUT NOT LIMITED TO – DAMAGES RESULTING FROM FAILURE OR DELAY IN DELIVERY OF ELECTRONIC COMMUNICATIONS, INTERCEPTION OR MANIPULATION OF ELECTRONIC COMMUNICATIONS BY THIRD PARTIES OR BY COMPUTER PROGRAMS USED FOR ELECTRONIC COMMUNICATIONS AND TRANSMISSION OF VIRUSES; (IV) OR CLAIMS OF THIRD-PARTIES; IN EACH CASE WHETHER IN AN ACTION OF CONTRACT OR TORTIOUS ACTION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

7.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF THE AMOUNT PAID BY YOU TO US UNDER THE ORDER UNDER WHICH THE LIABILITY AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

7.3 THE EXCLUSIONS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUT DIGICHEM DOES NOT EXCLUDE ANY LIABILITY WHICH MAY NOT BE EXCLUDED BY LAW.

8. Term and Termination

8.1 Subject to this Section, these Terms will remain in full force and effect while You use the Site. We may suspend or terminate Your rights to use the Site (including Your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of Your rights under these Terms, Your Account and right to access and use the Site will terminate immediately. You understand that any termination of Your Account may involve deletion of Your User Content associated with Your Account from our live databases. DigiChem will not have any liability whatsoever to You for any termination of Your rights under these Terms, including for termination of Your Account or deletion of Your User Content. Even after Your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2 through 9.

8.2 Miscellaneous Changes. These Terms are subject to occasional revision. If we make any substantial changes, we may notify You by sending You an e-mail to the last e-mail address You provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with Your most current e-mail address. In the event that the last e-mail address that You have provided us is not valid, or for any reason is not capable of delivering to v the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate Your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.  If You are not a new user and/or do not use our Site for thirty (30) calendar days following our dispatch of an e-mail notice to You (if applicable) or thirty (30) calendar days following our posting of the changes on our Site (if applicable), then the expirations of the thirty (30) days will indicate Your acknowledgement of such changes.

8.3 Disclosures. We are located at the address listed in these Terms.

8.4 Electronic Communications. The communications between You and us use electronic means, whether You use the Site or send us emails, or whether DigiChem posts notices on the Site or communicates with You via email. For contractual purposes, You (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect Your non-waivable rights.

8.5 Entire Agreement. These Terms, together with the Terms and Conditions of Sale (if You place an Order) and Privacy Policy, constitute the entire agreement between You and us regarding the use of the Site and/or any Orders.

8.6 Waiver. A waiver by us of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of ours and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.

8.7 Headings and Interpretation. The Section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.

8.8 Consumer Prohibition. If, contrary to the General Section of these Terms, these Terms are used in a situation in which You are a consumer and not a professional customer, some terms and conditions will not apply to You. In this case these Terms of are applicable to the extent permitted by applicable consumer law; Your rights under these laws are not affected or limited by these Terms. Because Your Orders are made to order, no right (statutory or otherwise) of withdrawal or cancellation applies.

8.9 Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it most closely matches the original provision and is valid and enforceable to the maximum extent permitted by law. The remaining provisions shall be enforced.

8.10 Assignment. These Terms, and Your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by You without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. DigiChem may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

8.11 Non-exclusivity. The contractual relationship is non-exclusive. Each party is free to contract with other third parties subject to its obligations under these Terms. You agree that nothing (including using our Site, or DigiChem reviewing Your molecular structures and/or quote) will preclude us from manufacturing other substances or working with other companies, whether or not those companies or parts are substantially similar to, or competitive with, Your files, Parts or Order and/or the services that we provide to You.

8.12 Governing Law and Exclusive Forum. The laws of the State of Delaware will apply to any disputes arising out of or relating to these Terms. Unless provided otherwise by operation of applicable mandatory law, any dispute, claim, clause of action or proceeding arising out of, or in connection with, these Terms, the relationship between DigiChem and You, Your use of the Site or our services, on any basis whatsoever, shall be brought in the state or federal courts located in New Castle County, Delaware, and You and DigiChem shall submit to the exclusive jurisdiction of such courts and waive any and all jurisdictional, venue and inconvenient forum objections to such courts.

8.13 Copyright/Trademark Information. Copyright © 2025 DigiChem. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

All of DigiChem's logos, product names, page headers, custom graphics, button icons, trademarks, service marks and logos appearing on the Site, unless otherwise noted, are service marks, trademarks (whether registered or not) and/or trade dress of DigiChem (the "Marks"). All other trademarks, product names, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated on the Site are the property of their respective owners. You are not authorized to display or use the Marks in any manner without our prior written permission. The use or misuse of the Marks or other trademarks, product names, company names, logos, service marks and/or trade dress or any other materials contained herein, except as permitted herein, is expressly prohibited.

8.14 Contact Information. If You wish to contact us in writing, or if these Terms require You to give notice to us in writing, contact information may be found on www.digichem.com.

Terms of Sale

Last Updated: 2025 January 28

Seller. As used herein, “Seller” means DigiChem Corporation, a Delaware corporation.

DigiChem Quotes. DigiChem provides a Quote (“Quote”) for the Buyer’s substance(s) based on a molecular structure submitted by Buyer to Seller. Any change to the molecular structure requires an updated Quote. Quotes are valid for 30 days, after which pricing may change without notice. Seller reserves the right to correct clerical and other typographical errors in any Quote. If an order includes stereochemistry or specific purity specifications, it is Buyer’s responsibility to provide the relevant information, and to ensure to indicate this in the quotation request and to check if this is reflected correctly in the Quote.

Offer and Contract Acceptance. These Terms and Conditions of Sale, together with a valid Quote, form a legally binding agreement (the “Agreement”) and contains the entire understanding between Buyer and Seller for the goods and services provided by Seller and supersede any and all other agreements, representations and understandings of the parties, if any, whether oral or in writing. Buyer is deemed to have accepted this Agreement when it accepts a Quote or issues a purchase order or other writing expressing the Buyer’s intent to proceed with the Agreement. This Agreement will govern any orders Seller accepts from Buyer and/or Buyer’s authorized purchasers based on the Quote provided to Buyer. The terms and conditions contained herein shall be the only terms that shall govern the purchase and sale of the goods and services between Buyer and Seller, and no other terms and conditions shall apply and are hereby expressly excluded, including, without limitation, any terms contained in a request for quotation, purchase order, website, or elsewhere. The only additional terms in a request for quotation, purchase order, website or other writing that shall apply, if accepted by Seller, shall be terms regarding the description, price, quantity, and shipping destination for goods produced, and any and all other terms and conditions shall be excluded and deemed inapplicable. After Seller accepts an order, Buyer is responsible for any delivery delays or charges, in addition to the original price, due to a Buyer requested change that is agreed to in writing by Seller.

Termination for Convenience. Buyer may terminate an order in whole or in part at any time by written notice to Seller, effective upon receipt by Seller. In the event of termination, Seller reserves the right to invoice Buyer for all goods produced or services performed prior to receipt of notice of termination as well as for any materials used or purchased to make Buyer’s substances which Seller is unable to return. This section shall not limit or affect the Buyer’s right to cancel this order for breach by Seller.

Delivery; Quantity; Title. Any stated delivery time represents Seller’s intended or typical delivery time, but actual delivery times may vary. Seller reserves the right to limit quantities at any time. Partial shipments may be delivered to Buyer. Orders are shipped DAP (Incoterms 2020) at Buyer’s Location. Title passes to the Buyer at the time and place of delivery to the carrier.

Price and Terms of Payment. All prices are quoted, and payments shall be made in U.S. Dollars and are exclusive of freight, shipping, special packaging or handling, duties, and unless specifically stated, sales, excise, use or other taxes arising in connection with this transaction (other than taxes based solely on Seller’s taxable income). Payment may be made by credit card, or a form of prepayment acceptable to Seller. Upon credit approval, goods or services may be invoiced and all sums are due and payable according to the terms of the invoice. To the extent Buyer desires Seller to present invoices or other information electronically via Buyer’s or a third party’s electronic payment website, any costs associated with such access will be borne by Buyer. Buyer will be responsible for any amounts incurred by Seller in the collection of past due amounts owed including, but not limited to, collection costs, filing fees and reasonable attorneys’ fees.

Warranties. Unless specified differently in writing, Seller warrants that its products will conform to the description of such products as specified in Seller’s technical documentation if furnished to Buyer.

THIS WARRANTY IS EXCLUSIVE, AND SELLER MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

Seller's warranties made in connection with this sale shall not be effective if Seller has determined, in its sole discretion, that Buyer has misused the products in any manner or has failed to use the products in accordance with instructions, if any, furnished by the Seller.

Seller's sole and exclusive liability and Buyer's exclusive remedy with respect to products provided to Seller's satisfaction to be defective or non-conforming shall be, in Seller's sole discretion, (1) the replacement of such products without charge or (2) refund of the purchase price upon the disposition of such products in accordance with Seller's instructions.

SELLER SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LAW WITH RESPECT TO GOODS SOLD OR TECHNICAL SERVICES RENDERED BY SELLER, OR WITH RESPECT TO ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR CONTINGENT DAMAGES.

Indemnification. Buyer agrees to defend, indemnify and hold harmless Seller (and its employees, representatives and agents) from and against all claims, liabilities, losses, damages, penalties, fines and sanctions of any kind (including, without limitation, interest, attorneys’ fees and expenses, customs duties, fines, taxes, penalties or any other governmental sanctions of any kind) resulting from or arising out of Buyer’s use of Seller’s goods or services, a breach of any provision of this Agreement or any third party claim for infringement of patent rights, trademark, copyrights or misuse of trade secret information.

Force Majeure. Seller shall not be liable for any failure to perform under this Agreement if such failure or delay is caused by acts of God, fire, storm, strikes, pandemics, blackouts, labor difficulties, riots, inability to obtain materials, equipment, labor or transportation, governmental restrictions, or any other event beyond Seller’s reasonable control. In the event of any shortage of raw materials or other supplies, Seller may allocate materials and supplies among its buyers in such manner as Seller may determine in its sole discretion and shall have no liability to the Buyer on account of any delay or cancellation on account thereof.

Buyer-Supplied Materials. If Seller agrees to use material supplied by the Buyer, the Buyer shall be solely responsible for supplying and delivering such materials in a timely manner at no cost or expense to Seller, of sufficient quality and in sufficient quantity (including allowances for loss, waste, or scrap that may occur for any reason) as Seller deems necessary to complete its obligations. Seller will not return waste or de minimis amounts of material. Seller shall not be liable for, and the Buyer shall be obligated to pay any previously negotiated delivery premiums notwithstanding, any failure or delay in delivering any goods to be provided hereunder if such failure or delay is caused by the Buyer’s failure to supply and deliver such materials in a timely manner or of such quality or in such quantity as Seller deems necessary. Seller’s Buyer-supplied material storage policy is such that after one year of inactivity, Seller may destroy the Buyer-supplied material, in its discretion.

Buyer Intellectual Property. Buyer shall retain sole ownership of the copyright in files, all text, illustrations, software files and other materials provided by Buyer to Seller as well as of any deliverables, designs, including modifications or derivative works thereof, that may be produced for Buyer during the course of Seller’s performance of services. By providing data to Seller, Buyer grants Seller a non-exclusive, royalty-free, fully paid up, worldwide and transferable right to use, copy, distribute and display the data (including molecular structures), documentation, and specifications Buyer provides in order for Seller exclusively to be able to produce, ship and sell the Substances to Buyer.

Seller Intellectual Property. Seller retains sole ownership in all proprietary software, and novel processes and procedures developed by Seller for the quoting, analysis, design, automation, and manufacturing of chemical substances. Seller grants Buyer an irrevocable, non-exclusive, royalty-free, fully paid up, worldwide and transferable right to use, copy, distribute, and display the synthetic route, process conditions, and analytical data produced by Seller for production of the Substance. Seller retains ownership of the copyright in all text, illustrations or other materials provided by Seller to Buyer in a Quote. Buyer will not, without prior written approval of Seller (which may be withheld for any reason), remove any of Seller’s markings or change Seller’s Intellectual Property in any way.

Confidentiality. “Confidential Information” means any information that Buyer discloses to the Seller that is proprietary to the Buyer and not generally known to the public. The Seller will not use any Confidential Information for any purpose except for the purposes of carrying out its obligations pursuant to this Agreement. The Seller will use the same degree of care (but no less than a reasonable degree of care) to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information as the Seller employs with respect to its own confidential and proprietary information. Upon Buyer’s written request, the Seller will destroy all documents containing or representing Confidential Information and all copies thereof and erase any such Confidential Information from the Seller’s computer systems except electronic copies that are electronically archived and not readily accessible. If requested by Buyer, Seller will provide written confirmation of such return or destruction and erasure to Buyer. These terms with respect to confidentiality are superceded by any Mutual Confidentiality, Non-Disclosure, or similar agreements executed between Buyer and Seller.

TSCA/Usage. All products listed for sale are for research purposes only. They are in no way to be used for food, drug, household or any other similar applications. These chemicals are research chemicals as defined under the Toxic Substances Control Act (“TSCA”). As such they should be used or handled only by or under direct supervision of "Technically qualified individuals" as defined in 40 CFR 710.2(aa).

The chemical, physiological, and toxicological properties and hazards of the chemicals have not yet been fully investigated and/or determined. THEREFORE, ALL OF THE CHEMICALS SHOULD BE HANDLED WITH THE UTMOST CAUTION WHEN THEY ARE USED, STORED OR DURING DISPOSAL. DIGICHEM MAKES NO GUARANTEE OF ANY RESULTS AND ASSUMES NO LIABILITY FOR DAMAGE TO ANY PERSON, PERSONS OR PROPERTY RESULTING FROM INCORRECT HANDLING, STORAGE, USAGE OR DISPOSAL OF OUR PRODUCTS. DIGICHEM IS NOT RESPONSIBLE FOR CONDITIONS AND ACTIONS WHICH ARE BEYOND OUR CONTROL.

Safety Data Sheets (SDS). We supply SDS to our customers digitally via weblink, in accordance with OSHA Hazard Communication Standard and state laws. Additional SDS are also available to customers upon request.

THE NATURE OF NEW RESEARCH CHEMICALS PRECLUDES COMPLETE KNOWLEDGE. TCI AMERICA MAKES NO CLAIM AS TO THE COMPLETENESS, CORRECTNESS, CURRENCY, OR COMPREHENSIVENESS OF INFORMATION PROVIDED IN OUR SDS. TCI AMERICA'S PRODUCTS ARE INTENDED FOR USE BY QUALIFIED PROFESSIONALS WHO ARE FAMILIAR WITH THE POTENTIAL HAZARDS, AND HAVE BEEN FULLY TRAINED IN PROPER SAFETY, LABORATORY AND CHEMICAL HANDLING PROCEDURES.

Hazardous Material Disposal. When disposing of a chemical, careful consideration must be given to the chemical and physical properties of the compound. It is imperative all national, state and local laws and regulations governing chemical disposal be observed and followed.

ALL WASTE DISPOSAL OF CHEMICALS SHOULD BE HANDLED ONLY BY INDIVIDUALS WHO HAVE RECEIVED SPECIFIC CHEMICAL EDUCATION AND TRAINING AND WHO ARE CONVERSANT WITH CHEMICAL HANDLING AND SAFETY PROCEDURES. SINCE THE HAZARDS AND PHYSICAL PROPERTIES OF ANY CHEMICAL MAY NOT YET BE FULLY DETERMINED, ONLY TECHNICALLY QUALIFIED PERSONS FAMILIAR WITH POTENTIAL HAZARDS SHOULD BE RESPONSIBLE FOR THEIR DISPOSAL.

Hazardous Chemicals. Chemicals produced by Seller for Buyer have been made on a research basis only. Their chemical, physiological, and toxicological properties and hazards have not yet been fully investigated and/or determined.

When known, hazard class, Merck Index, Chemical Abstract and RTECS Numbers are provided for each chemical. DIGICHEM DOES NOT ACCEPT ANY RESPONSIBILITY FOR THIS INFORMATION'S CORRECTNESS, COMPLETENESS, CURRENCY, COMPREHENSIVENESS, OR THAT IT MAY FULLY PROVIDE ALL HAZARDOUS PROPERTIES OF EACH CHEMICAL. CHEMICALS MAY BE EXTREMELY TOXIC OR OTHERWISE HAZARDOUS. THE ABSENCE OF WARNING AS TO THESE CONDITIONS CANNOT AND SHOULD NOT BE INTERPRETED AS AN INDICATION OF SAFETY.

All products should be handled only by individuals familiar with their potential hazards and who have been fully trained in proper safety, laboratory, and chemical handling procedures. SDS will be provided as required by the OSHA Hazard Communication Standard and state laws.

If a product is hazardous, the product description will carry a number of 1-9. This number is for one of the nine classes determined by the UN Committee of Experts on the Transport of Dangerous Goods. The UN classes relate to the type of hazard:

1. Explosives
2. Compressed gases
3. Flammable and combustible liquids
4. Flammable solids, spontaneously combustible materials, and materials that are dangerous when wet
5. Oxidizers and organic peroxides
6. Toxic materials
7. Radioactive materials
8. Corrosive materials
9. Miscellaneous hazardous materials

Patent Disclaimer. Seller does not warrant that the use or sale of the products delivered hereunder will not infringe the claims of any United States or other patent covering the product itself or the use thereof in combination with other products or in the operation of any process.

Export Regulations. This Agreement involves products, and/or technical data that may be controlled under the U.S. Export Administration Regulations and may be subject to the approval of the U.S. Department of Commerce prior to export. Any export or re-export by Buyer, directly or indirectly, in contravention of such Regulations is prohibited.

Technical Assistance. At Buyer's request, Seller may furnish technical assistance and information with respect to Seller's products. Unless otherwise agreed, all such technical assistance and information will be provided gratis, and Buyer assumes sole responsibility for results obtained in reliance thereon. Seller makes no warranties of any kind or nature with respect to technical assistance or information provided by it. Any suggestions by Seller regarding use, application or suitability of the product shall not be construed as an express warranty unless expressly designated as such in writing signed by Seller.

LIMITATION OF DAMAGES. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER FOR BREACH OF ANY WARRANTY, FOR BREACH OF ANY OTHER TERM OR CONDITION, FOR NEGLIGENCE, ON THE BASIS OF STRICT LIABILITY, OR OTHERWISE. BUYER ACKNOWLEDGES THAT THE ESTIMATED AND ACTUAL FEES AND CHARGES PAID FOR THE SERVICES REFLECT THIS LIMITATION OF LIABILITY AND ALLOCATION OF RISK. THE TOTAL LIABILITY OF SELLER OR ITS SUPPLIERS TO BUYER UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL SUMS PAID BY BUYER TO SELLER FOR THE ORDER GIVING RISE THE LIABILITY.

Miscellaneous. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflict of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this transaction. Any suit, action or other legal proceeding arising out of or relating to this transaction shall be brought in a court of record in New Castle County, Delaware or in the courts of the United States located in such county. Seller and the Buyer each consent to the jurisdiction of each such court in any suit, action or proceeding, and waive any objection which it may have to the laying of venue of any such suit, action or proceeding in any such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.

English Language. All documents, notices and legal proceedings executed, given or instituted pursuant to or relating directly hereto shall be in the English language, and the meaning of all words and phrases of this offer shall be defined, construed and interpreted in the English language.

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Privacy Policy

Last Updated: 2025 January 28

DigiChem Corporation is the operator of this website (“DigiChem,” “we” and “us”) and we care about your privacy.  We have developed this Privacy Policy (this “Policy”) to describe the information we collect, how that information may be used, with whom it may be shared, and your choices, in connection with your use of our website, including the site hosted on the domain www.DigiChem.com, our social media pages, and any other websites that we link to this Policy (collectively, our “website”).    

If you have entered into a separate agreement with us, that separate agreement shall control, and only those terms within this Policy that do not conflict with such separate agreement shall apply. This Policy does not apply to information that we receive from third parties.  If you have any questions regarding this Policy, please contact us at privacy@digichem.com.

Please read this Policy carefully before using our website.

Information We Collect

We collect information in several ways, so we have explained the types of information that we collect in each context below.  

Information You Provide to Us

We collect information that you voluntarily provide to us when you use our website.  For example, you may provide us with your contact information such as your email address, first and last name, the content of your communication, or other information when you choose to submit such information to us through email, an online form, or other method (such as contacting us through a ‘Contact Us’ feature on our website).   If you interact with us on social media, we may collect your social media profile information, your communications with us, and your communications and posts on our social media pages.  

Information We Automatically Collect

As with most websites, when you use our website we automatically receive and collect information about you and your device.  This information includes the following:

• Information about your device, such as the operating system, hardware, system version, Internet Protocol (IP) address, device ID, and device language.
• The specific actions that you take when you use our website, including but not limited to the pages and screens that you view or visit, search terms that you enter, how you interact with our website, and information about your interactions among providers and users.
• The time, frequency, connection type, and duration of your use of our website.
• Information regarding your interaction with email messages, for example, whether you opened, clicked on, or forwarded the email message.
• Identifiers associated with cookies or other technologies that may uniquely identify your device or browser (as further described below); and
• Pages you visited before or after navigating to our website.

Employment

If we have collected your information through a “Careers” or similar page in response to a job opening, you are giving us permission to use and retain your information for the purpose of evaluating your application for employment consideration for the specific position that you applied to, as well as other roles at DigiChem.  This information may be processed and stored by a third-party talent tracking solution provider as well as with vendors, consultants, and other service providers who need access to such information to carry out work relating to the recruitment process on our behalf.

Cookies and Analytics

As most websites do, we may use cookies, web beacons, and other technologies to receive and store certain types of information whenever you interact with our website through your computer or mobile device. A cookie is a small file containing a string of characters that is sent to your computer when you visit a website. When you visit the website again, the cookie allows that site to recognize your browser. Cookies may store unique identifiers, user preferences and other information. You can reset your browser to refuse all cookies or to indicate when a cookie is being sent. However, some website features or services may not function properly without cookies. We use cookies to analyze and improve our website, to store user preferences, track user trends, and provide relevant advertising to you.

Our website collects cookies and may use cookies for reasons including, but not limited to:

• Analyze our web traffic using an analytics package.
• Test content on our website.
• Store information about your preferences.
• Recognize when you return to the website.

At the present time our website does not respond to “Do Not Track” signals or similar mechanisms.

Aggregate Information Collected

Aggregate information is information that does not identify you. Aggregate information may be collected when you use our website, independent of any information you voluntarily enter. Additionally, we may use one or more processes to de-identify information that contains personal information, such that only aggregate information remains. We may collect, use, store, and transfer aggregate information without restriction.

How We Use Your Information

In general, we collect information from you so that we can provide our website, operate our business, and provide information that you request from us. This includes the following uses and purposes:

• Provide, operate, improve, maintain, and protect our website.
• Fulfill orders and provide you with technical and other support.
• Send you website and company updates, marketing communication, and other information about DigiChem and our services, and products and services of third parties, that we think you may be interested in.
• Conduct research and analysis, and monitor and analyze trends and usage.
• Enhance or improve user experience, our business, and our website, including the safety and security thereof.
• Communicate with you and respond to inquiries.
• Operate our business and perform any other function that we believe in good faith is necessary to protect the security or proper functioning of our website.
• As necessary to comply with any applicable law, regulation, subpoena, legal process, or governmental request.
• Enforce contracts and applicable Terms of Service, including investigation of potential violations thereof.
• Detect, prevent, or otherwise address fraud, security or technical issues; and
• Protect against harm to the rights, property or safety of DigiChem, our users, customers, or the public as required or permitted by law.

How We Share Your Information

We do not rent or sell your personal information (any information that identifies you or is identifiable to you).

Like most companies, we share information in certain circumstances with third parties through operation of our website and our business.  Below we explain when that happens.

Service Providers

We use third parties to assist us with operating our business and providing our website, such as our technology vendors that help us maintain our website and partners that assist us with our marketing and communication.  These service providers will have access to your information in order to provide services to us.

As Directed By You and With Your Consent

Except as otherwise provided in this Policy, we share information with companies, organizations or individuals outside of DigiChem only at your direction or when we have your consent to do so.  

Legal Proceedings

We may share information with third party companies, organizations, governmental authorities, or individuals outside of DigiChem if we have a good-faith belief that access, use, preservation or disclosure of the information is reasonably necessary to:

• Meet any applicable law, regulation, subpoena, legal process or governmental request;
• Enforce a contract, including but not limited to any applicable Terms of Service, including investigation of potential violations thereof;
• Detect, prevent, or otherwise address fraud, security or technical issues; or
• Protect against harm to the rights, property or safety of DigiChem, our users, customers or the public as required or permitted by law.

Sale or Merger

We may share information about you as part of a merger or acquisition if DigiChem is involved in a merger, asset sale, financing, liquidation or bankruptcy, or acquisition of all or some portion of our business to another company, we may share your information with that company before and after the transaction closes. In such a case, unless otherwise directed by applicable law, your information would remain subject to the terms of the applicable privacy policy in effect at the time of such transfer.

Aggregate Information

We may de-identify or aggregate information so that you are not identified as an individual, and use and provide that information to third parties without restriction. We may also provide aggregate usage information to third parties (or allow third parties to collect that information from you), who may use such information to understand how often and in what ways people use our website. However, we never disclose aggregate usage or de-identified information to a third party (or allow a third party to collect such information) in a manner that would identify you as an individual person.

Opting Out

You may unsubscribe from DigiChem marketing communications at any time by following the “unsubscribe” link at the bottom of any such communication. Most promotional communications will also offer recipients choices about receiving additional messages.

International Transfer

We are based in the United States, and our website is hosted there.  If you are using our website from another country, the laws governing our collection and use of information may be different from the laws of your country.  If you decide to use our website, or share your information with us, you are agreeing to be governed by the laws of the United States, and agree to the transfer of your information to the United States.

Minors

Our website is not directed at individuals under 18, and we do not knowingly collect information from individuals under 18. If you are under 18, please do not attempt to use our website or send any information about yourself to us.  If you are the parent of a child under the age of 18, and you believe he or she has shared information with us, please contact us at privacy@digichem.com so that we can remove such information from our systems.

Security of Your Information

We use reasonable security measures, including measures designed to protect against unauthorized or unlawful processing and against accidental loss, destruction or damage to your information.  We also take certain measures to enhance the security of our website, however, since the Internet is not a 100% secure environment, we cannot guarantee, ensure, or warrant the security of any information you transmit to us. There is no guarantee that information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards. It is your responsibility to protect the security of your login information.

Retention of Information

We retain information in accordance with applicable laws. The length of time we keep information depends on the type of information and whether we have an on-going business or legal need to retain it (for example, to comply with applicable legal, tax or accounting requirements).

Third Party Websites and Website

Our website may contain links to other websites and services operated by third parties. These third-party websites and services may collect information about you if you click on a link or visit those websites or services. Your interactions with these features and third parties are governed by the privacy policy of the third party, not by this Policy.

Changes to this Policy

We may make changes to this Policy from time to time. When we do, we will post the updated version on this page. We encourage you to read this page each time that you use our website so that you will be aware of any changes, and your continued use of our website shall constitute your acceptance of any such changes. Changes to this Policy take effect from the date of publication, unless stated otherwise.

Contact Us

If you have any comments, questions, concerns, or suggestions about Policy, or about our privacy practices in general, please contact us at privacy@digichem.com.

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