Terms of Supply
The supplier is UP Catalyst OÜ, a company registered in the Republic of Estonia, under
registry code 14798378 (we, us or our).
PLEASE READ THESE TERMS CAREFULLY AND MAKE SURE THAT YOU UNDERSTAND THEM BEFORE
ORDERING ANY FREE SAMPLE (as defined below).
1. FORMING A CONTRACT
- A contract shall be deemed to have been made when you fill out all the information required to submit an order for Sample on the Websites, provided you agree to the Terms and provided there is no evidence that we have opposed your order within thirty days (hereinafter – the “Contract”). If you refuse to accept these Terms, you will not be able to submit an order for Sample and the Contract will not be formed. You should print a copy of these Terms, or save them to your computer for future reference.
- You hereby unconditionally and irrevocably agree that you may submit an order for Sample only once. We reserve the right to refuse to supply and deliver Sample to you if it appears to us that you intend to resell Sample or for any other reason solely at our discretion. For avoidance of any doubt, Sample acquired hereunder is being acquired solely for the use by you. You further expressly acknowledge that sale, resale or any other distribution of Sample is strictly prohibited.
- The Contract shall apply to the exclusion of and shall prevail over any terms and conditions of contract imposed or sought to be imposed by you at any time.
- Sample will be supplied to the address specified by you in an order submitted to the Website.
- Title and risk for the supply of Sample shall pass upon delivery of the Sample to you.
- We will use reasonable endeavors to fulfil your order within 45 (forty-five) days from the date of receiving your order, however all delivery dates and terms are non-binding and are not of the essence.
- The supply and delivery of the Sample are carried out free of charge.
- The images on the Websites or in any other promotional materials (“Promotional Materials”) are for illustrative purposes only. Your Sample may vary from those images.
- The packaging of the Sample may vary from that shown in images on the Websites or in any other Promotional Materials.
- We are contracting on the basis that Sample is supplied for purposes which are wholly or mainly that of your trade, business, craft or profession and not for private consumer needs or use in any manner. By agreeing to these Terms, you confirm that you have authority to bind any business on whose behalf you place an order for Sample.
As a condition of the supply of the Sample, you agree:
- handle, store, apply, use or otherwise deal with Sample only in accordance with the provisions, requirements and guidance listed in the Safety Data Sheet, other documents accompanying the Sample or otherwise communicated to you and undertake to bear all consequences of noncompliance;
- not to copy, reproduce, duplicate, disassemble, decompile and/or reverse engineer Sample and/or the process of its manufacture, and not to cause any third party to do the same.
- to comply with all applicable laws and regulations of the country for which Sample is destined. We will not be liable or responsible if you break any such law.
5. REPRESENTATIONS OR WARRANTIES
- You acknowledge that in entering into this contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
- You also acknowledge, represent and warrant that you are aware of the fact that Sample is potentially hazardous, that any operations with Sample should be carried out strictly in accordance with SDS accompanying Sample, you have the knowledge of the precautionary measures which shall and should be taken when treating Sample and you have all the skills and equipment necessary for safe treatment of Samples.
- We warrant that Samples conform to the technical data sheet and we give no further warranty or undertaking, and make no further representation, regarding the Samples. We, to the fullest extent permitted by applicable law, disclaim all further express and implied warranties, including but not limited to the warranty of merchantability, warranty of non-infringement of third-party rights and the warranty of fitness for a particular purpose with respect to the Samples. Without limitation, we make no representation or warranties, either expressed or implied, about the accuracy, suitability, content, operability, reliability, completeness or timeliness of Samples.
- To the maximum extent permitted by applicable law, in no event shall we be liable for any claim arising out of or related to the contract, the terms and/or Sample. All such claims are hereby expressly disclaimed by you, waived and released as a material condition of and as consideration for us providing you with the Sample.
- In no event shall we be liable for any indirect, punitive, special, incidental or consequential damages in connection with or arising out of contract and/or Sample (including, without limitation, loss of profits, business, contracts, anticipated savings, goodwill, revenue, any wasted expenditure, or any loss or corruption of data or other economic advantage), whether based in contract, tort, negligence, strict liability, or any other legal or equitable theory, even if we has been previously advised or we were actually aware of the possibility of such damages. All such damages are hereby expressly disclaimed by you, waived and released as a material condition of and as consideration for us providing you with the Sample.
- In case the supplied Sample does not conform to the technical data sheet, our liability is limited to provision of another Sample to you free of charge.
- You agree to indemnify, defend, and hold harmless us, our affiliates and our and their directors, officers, employees, contractors, agents, successors, and assigns from and against all liabilities, costs, demands, lawsuits, damages, losses, claims, actions, proceedings and expenses, including, without limitation, attorneys’ fees and expenses, suffered or sustained by us in connection with and/or arising out of or in connection with the Sample and/or its use, storage or any other processing by you.
- We are entitled to sub-contract, cede, assign and transfer any or all of our rights, title and interest in and to the Contract and/or the Terms to a third party without your consent or notice.
- You may only transfer your rights or your obligations under these Terms to another person if we agree to that in writing prior to such transfer.
9. EVENTS OUTSIDE OUR CONTROL
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by an Event Outside Our Control. An “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
- we will notify you as soon as reasonably and practically possible; and
- our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Sample to you, we will arrange a new delivery date with you after the Event Outside Our Control is over if the duration of the Event Outside Our Control did not exceed 3 (three) months.
10. COMMUNICATIONS BETWEEN US
- When we refer, in these Terms, to “in writing”, this will include e-mail.
- Any notices, demands or any other correspondences whatsoever shall be deemed to be communicated to you in writing if the same is sent by e-mail or by pre-paid post to the address you provide to us in your order.
- All notices or correspondence from you to us must be in writing and sent to us at the address or email specified below:
Address: Akadeemia tee 23, Tallinn 12618, Estonia
11. APPLICABLE LAW AND JURISDICTION
- The Contract and any dispute or claim arising out of or in connection with the Contract, these Terms or their subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of the Republic of Estonia. This does not deprive the Consumer of the protection afforded to the Consumer by the mandatory rules of their state of residence.
- Any unsolved disputes between us and Traders shall be resolved in the courts of the Republic of Estonia, Harju County Court being the court of first instance.
12. OTHER IMPORTANT TERMS
- This Contract is between you and us. No other person shall have any rights to enforce any of its terms.
- Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
- If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
- These Terms, and any Contract between us, are in the English language only.