Terms and Conditions

Effective date: March 29, 2023

All sales are subject to and expressly conditioned upon the terms and conditions contained herein, and upon buyer's assent thereto. No variation of these terms and conditions will be binding upon seller unless agreed to in writing and signed by an officer or other authorized representative of seller.

Technical Data
Technical Support
Hazards
Payments
Vendor's Corporate Information
Shipping, Insurance & Handling (S&H)
Taxes and Customs Charges
Warranties
Product Specifications
Return Shipments
Cancellation
Patent Infringements
Disputes

1. Technical Data

We make every effort to ensure that the technical information provided on our product pages is accurate and up to date. However, we cannot guarantee the accuracy, completeness, or suitability of the information for any particular purpose.

Before placing an order, the buyer and/or user should review all available technical information, including technical descriptions, documents such as Certificates of Analysis (COA), Safety Data Sheets (SDS), Transmission Electron Microscopy (TEM) images, Scanning Electron Microscope (SEM) images, X-Ray Diffraction (XRD) patterns, if available, and any other relevant documents.

Please note that some variations of the specifications may be acceptable. It is the responsibility of the buyer and/or user to determine the suitability of the product for their intended application.

In cases where a product is hazardous, the product page will include information on the Hazard Class, UN Number, Packing Group, and any other relevant information.

Additionally, the buyer and/or user is responsible for complying with all applicable laws and regulations related to the handling, storage, transport, and disposal of the purchased materials.

Please contact us if you have any questions or concerns regarding the technical information provided or the safe handling of our products.

2. Technical Support

At the buyer's request, the seller may provide technical assistance and information regarding the products sold. The technical assistance and information provided by the seller are for guidance purposes only and should not be relied upon as a substitute for professional advice. Unless otherwise agreed in writing, all such technical assistance and information will be provided without any representation or warranty. You, as the user, assume sole responsibility for the results obtained in relying on this information.

Seller makes no warranties of any kind or nature with respect to technical assistance or information provided, including without limitation any implied warranty or merchantability or fitness for a particular purpose. Any suggestions by the seller regarding use, application, or suitability of the products shall not be construed as an express or implied warranty.

The seller will not be liable for any damages resulting from the use of technical assistance or information provided by the seller.

3. Hazards

All of seller's products shall be handled only by qualified and trained individuals. In purchasing any of our products, you acknowledge that there are hazards associated with their use. Buyer represents and warrants to seller that from buyer's own independent review and study, it is fully aware and knowledgeable about:

the health and safety hazards associated with the handling of the products purchased.
industrial hygiene controls necessary to protect its workers from such health and safety hazards.
the need to adequately warn of health and safety hazards associated with products.
government regulations regarding the use of and exposure to such products.

Buyer assumes all responsibility for the use, storage, and disposal of the products purchased from seller, including compliance with all laws and regulations relating to such use, storage, and disposal. The seller makes no representation or warranty, express or implied, regarding the fitness for any particular purpose or the merchantability of any of its products. It is the buyer's responsibility to conduct any necessary testing and to ensure that the product is suitable for its intended use.

The buyer agrees to indemnify, defend and hold harmless the seller, its affiliates, and their respective officers, directors, employees, agents and representatives, from any and all claims, liabilities, damages, and expenses (including reasonable attorneys' fees and expenses) arising out of or relating to the use, storage, or disposal of the products purchased from seller, including, but not limited to, claims alleging that such use, storage, or disposal caused property damage, personal injury or death.

4. Payments

For institutional purchase orders, payment is due 30 days from the date of the invoice, unless otherwise agreed upon in writing. Any overdue payments will incur a late payment fee of 1.5% of the outstanding amount per month.
Please ensure to reference the Vendor's order ID number, which is the same as the invoice number, when making payment.
For wire transfers, please refer to the information provided on the invoice or the instructions sent at the time of order submission. Banking instructions will depend on your location and/or the currency of your payment.
The proforma invoice amount is due in advance, and the balance is due 30 days from the date of the invoice, unless otherwise agreed upon in writing.
For international orders, a customs declaration detailing the product costs must be placed on the outside of the package. However, the end-user invoice, which is separate from the customs declaration and includes shipping costs, should be relied upon for payment procedures, banking details, and the amount to be paid. The end-user invoice will match the purchase order submitted by the end-user if the order was submitted through purchase order. Please disregard any documents meant for customs officials only.
Credit cards may not be applicable for large orders. Please contact your Sales Representative if you need to make a large online payment.
An Irrevocable Letter of Credit (or equivalent) may be required for large orders, unless otherwise stated in the quote or purchase order.

5. Vendor's Corporate Information

You may need the below corporate information while submitting an order with us:

Company Name: Oocap SAS
Address: 5 Avenue de l'Europe, 13760 Saint-Cannat, France
Phone: +33 (0)9 77 19 84 44
Company Type: Société par Actions Simplifiée
Capital: €40 000.00
Value-Added Tax (VAT) number: FR84521922492
Economic Operators Registration and Identification (EORI) number: FR52192249200025

If you need additional information, please contact us.

6. Shipping, Insurance & Handling (S&H)

All prices and/or quotations listed or received are FCA Marseille, France Incoterms® 2020, unless otherwise specified in writing. In addition to product prices, each order is subject to shipping and handling fees, which will vary based on shipping speed and destination. Shipping charges will be added to the invoice when shipment freight terms are prepaid ("Freight Prepaid"). If desired, the buyer may request shipment by "Freight Collect", in which case the seller will use the buyer's shipping accounts or procedures.
Hazardous materials may require special packaging for shipment, and a hazardous materials handling fee may be applied as part of the S&H costs. All hazardous materials are clearly marked on our website by their UN number (their hazardous material transportation identification number).
Whenever possible, the seller will ship products by the method specified on the buyer's order, working closely with selected carriers for optimal service. Deviating from the list of selected carriers may result in additional expenses and shipment delays. If necessary, the seller may utilize other carriers to ensure timely and cost-effective delivery.
The seller shall not be liable for any delay in delivery or failure to deliver due to any cause beyond its reasonable control, such as natural disasters, labor disputes, or transportation disruptions. The seller will make all reasonable efforts to inform the buyer of any such delay and provide updated delivery estimates.

7. Taxes and Customs Charges

All prices and/or quotations listed or received are FCA Marseille, France Incoterms® 2020, unless otherwise specified in writing.
When both the shipping and destination countries are within the EU, and the consignee has provided a valid VAT Identification Number, indicating a B2B transaction, the sale is treated as an intra-community supply and is exempt from VAT at the point of sale. In these scenarios, the consignee is responsible for accounting for the VAT through the reverse charge mechanism. This requirement is mandated by EU law, specifically under Article 196 of the EU Council Directive 2006/112/EC.
It's important to note that this VAT exemption is only applicable to cross-border transactions within the EU between VAT-registered businesses. When the goods do not cross borders, meaning the shipping and destination country is the same EU country, this exemption does not apply. In such cases, the transaction is subject to VAT at the standard rate applicable in that country, following the normal VAT charging process. If the seller is legally obliged to collect VAT, it will be automatically included and detailed on the invoice.
Customers outside the EU are exempt from the EU VAT scheme, and thus, VAT will not be charged on their orders.
CUSTOMS DUTIES MAY APPLY. If the buyer arranges for the materials to be shipped to a destination country different from the shipping country, customs duties may apply. In this scenario, the consignee becomes the legal importer and is responsible for paying any applicable taxes and duties as charged by governmental agencies in the destination country. Any taxes, fees, or charges imposed by any government authority, including sales taxes, excise taxes, duties, customs fees, inspection/testing fees, or any other taxes or fees of any nature whatsoever, that are collected by the related authority must be paid directly by the buyer to the competent authorities. If the buyer has exemption status on any of these taxes, fees, or charges, they must provide the exemption certificate or other acceptable documentation to the taxing authority imposing the tax, fee, or charge at the time of order submission. In the event that the seller is required to pay any such tax, fee, or charge, the buyer shall reimburse the seller within 30 days from the date of the invoice.
The buyer is responsible for obtaining any necessary permits, licenses, or other documents required for the import, export, or transit of the products ordered. The buyer is also responsible for ensuring that the products ordered comply with all applicable laws and regulations in the destination country or region. The seller is not responsible for any costs or delays incurred due to the buyer's failure to comply with these requirements.
Any customs clearance or import duties levied on goods by the customs authorities of the destination country shall be the sole responsibility of the buyer. The seller shall not be liable for any delay, loss, or damage arising out of or in connection with any such customs clearance or import duties.

8. Warranties

The seller warrants that its products shall conform, in a reasonable manner, to the description of said products, as provided to the buyer by the seller through the seller's website, catalog, analytical data, or other literature of the seller. The buyer assumes all risk and liability resulting from the use of the products delivered hereunder, whether used singly or in combination with other products, as the risks associated with some materials are not known, and still subject to developing research findings.
Due to the unpredictability of product customization, the lead time may be longer than the one initially quoted. Any warranty with respect to the lead time is expressly excluded.

9. Product Specifications

The seller reserves the right to change product specifications without prior notice to the buyer. The buyer assumes all risk and liability resulting from any issues arising from these specification changes and will not hold the seller liable for damages.

10. Return Shipments

Shipments ordered can be returned only after a written authorization from vendor has been granted; returns must be within 30 days of the receipt of the shipment. All the returned items are subject to the restocking charge of 30 % total product price. The buyer must pay all the shipping charges. This policy is not applicable to any items that have been opened or used.
Only items authorized by seller for return will be accepted. Final disposition of returned goods will be made only after receipt and inspection of goods. Collect shipments will not be accepted unless previously authorized. Hazardous materials must be shipped in compliance with all applicable regulations. Material returned requiring disposal may incur additional charges.
In the event of damage or loss in transit, the buyer must notify the seller and the carrier within 5 business days of receipt of goods. The buyer is responsible for retaining all packaging materials and damaged goods until an inspection by the carrier can be made. Any claims made after 5 business days of receipt of goods may not be honored.
Returns will not be accepted for any custom-made or modified items unless the item is defective, damaged or does not meet the specifications agreed upon in writing between the buyer and seller.
Returns will not be accepted for orders exceeding €10 000 where the products are not in stock, unless they do not meet the specifications agreed upon in writing. In such cases, the products are manufactured in large quantities specifically at the request of the client. This policy is implemented to protect the seller, as it would be impractical for the seller to resell these goods within a reasonable timeframe in the event of a return, and to safeguard the buyer from the risks associated with ordering unsuitable large quantities of an unfamiliar material. Therefore, it is advised that clients intending to place such orders first purchase a small quantity of the product for testing. The usual procedure involves placing a larger order for the tested product following satisfactory evaluation.

11. Cancellation

If an order is delayed for more than one month, the buyer may choose to cancel the order.
Any cancellations must be made before the order is shipped.
In the event of a cancellation, the seller reserves the right to charge the buyer for any work already completed or materials purchased for the order. The seller will make every effort to minimize these charges and provide a fair and reasonable cancellation fee.
The seller shall not be liable for any damages or losses, including consequential or incidental damages, resulting from a cancellation of an order.
Custom orders cannot be cancelled once they have been placed and are non-refundable. Custom orders are defined as any orders that require product modifications or customizations, including but not limited to, special sizes, purities, materials, or treatments. The buyer is responsible for ensuring the accuracy of all specifications and requirements for custom orders, as seller cannot be held liable for any issues arising from incorrect or incomplete information provided by the buyer. Any changes to custom orders must be approved in writing by the seller and may result in additional fees and/or delays in delivery.
Orders exceeding €10 000 where the products are not in stock cannot be cancelled once they have been placed and are non-refundable. In such cases, the products are manufactured in large quantities specifically at the request of the client, and it would be impractical for the seller to resell these goods within a reasonable timeframe in the event of a cancellation.

12. Patent Infringements

The buyer shall indemnify and hold the seller harmless from and against any and all claims, damages, liabilities, costs and expenses, including reasonable attorneys' fees, arising out of or in connection with any claim, suit or proceeding alleging that the products delivered by the seller infringe any patent or other intellectual property right of any third party.

In the event of such a claim, the seller shall have the right, at its option and expense, to:

procure for the buyer the right to continue using said product,
replace the infringing product with a non-infringing product, or,
modify the infringing product so that it becomes non-infringing.

13. Disputes

All obligations under this contract are deemed to be performed at the registered office of Oocap SAS in France.
In the event of any dispute arising from this order or any of its terms and conditions, both parties shall first attempt to resolve the dispute through negotiations in good faith. If the parties are unable to resolve the dispute within 30 days, the dispute shall be referred to and finally resolved by arbitration in accordance with the rules of the International Chamber of Commerce (ICC) in Marseille, France.
This order and its terms and conditions shall be governed by the laws of France, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980, shall not apply to this contract. Any disputes arising from this contract shall be subject to the exclusive jurisdiction of the Tribunal de Commerce de Marseille, France.