Chemsol (“Chemsol”)as identified on the quotation, invoice, online order formor othercommercial document provided by Chemsol (the “Commercial Document”) that itoffers to provide the goods and/or services described in such Commercial Document(the “Products”) to the buyer (“Buyer”)to which this offer is addressed, subject totheterms and conditions set forth herein and in such Commercial Document (together, the“Agreement”). Chemsol agreement to provide to Buyer the Products, andBuyer’spurchase of the Products, is expressly limited to the terms of this Agreement. Buyermay not amend, modify or replace the terms of this Agreement with any conflicting, different or additional terms previously or hereafter received by Chemsol, evenif suchterms recite that any action or inaction by Chemsol constitutes agreement or consentby Chemsol to such amendment, modification or replacement. If this document isdeemed an acceptance of a prior offer by Buyer, such acceptance is limitedtotheexpress terms contained herein including, without limitation, all additional terms contained herein. Chemsol objects to and rejects any additional, different or varying terms proposed by Buyer, unless an authorized officer of Chemsol xpressly accepts such terms in writing. Any proposal of additional, different or varying terms by Buyer shall not operate as a rejection of Chemsol’s offer, and Chemsol’s offer shall be deemed accepted without such additional, different or varying terms.
The Buyer shall be deemed to have made an unqualified acceptance of this Agreement, and the terms and conditions herein, on the earliest to occur of the following(a)
Chemsol’s receipt of a copy of this Agreement; (b) the Buyer’s order of Products after receiving notice of this Agreement; (c) the Buyer’s payment of any amounts due under this Agreement; (d) the Buyer’s delivery to Chemsol of any material to be furnished by Buyer; (e) Chemsol’s delivery of the Products; (f) Buyer’s failure to notify Chemsol to the contrary within 5 days of receipt of this Agreement; or (g) any other event constituting acceptance under Zambian law. Written quotations are void unless acceptedwithin30days from date of issue. Other Chemsol publications are maintained as sources of
general information and are not quotations or offers to sell. For purchases made by the Buyer on Chemsol’s website, the Buyer is deemed to have accepted this Agreement by clicking the checkbox reading “I have read and agree to the Terms and Conditions” on the final checkout page in the website shopping cart. Chemsol is deemed to have accepted the Agreement upon dispatching of theProduct(s).
Chemsol shall have the right to accept or reject purchase orders initssolediscretion. The Buyer’s orders or mutually agreed changed orders shall be subject toall
provisions of this Agreement, whether or not the order or change order sostates. Chemsol shall use commercially reasonable efforts to provide Buyer with reasonablenotice if a Product for which Chemsol has accepted an order has or becomes obsolete, discontinued or otherwise unavailable or, in Chemsol’s reasonable determination, materially modified (whether by Chemsol or its vendor). The Buyer agrees that Chemsol
is not obligated to provide any specific amount of notice and Chemsol shall have no liability for such obsolescence, discontinuation, unavailability or resulting order cancellation by Chemsol, other than to refund to Buyer any amounts received by Chemsol from the Buyer with respect to such Products that are not delivered to the Buyer.
For any orders placed online, the Buyer may cancel its order within 7 days of receipt of
the Products. In the event of any cancellation, Buyer shall compensate Chemsol for all
costs the direct costs of returning the goods. Any refunds for payments made for returned goods shall be made within 30 days of cancellation. This cancellation term will
not apply to Products supplied by Chemsol to the Buyer if the said Products are:
(i) are made to a Buyer’s specifications
(iii) by reason of their nature, cannot be returned; or
(iv) are likely to deteriorate.
For any orders placed online, the Buyer may not cancel or modify its order except uponterms accepted by Chemsol in writing. In the event of any cancellation or modification, the Buyer shall compensate Chemsol for all costs and damages resulting therefrom,
including, but not limited to, out-of-pocket expenses and lost profits and the feesandcharges imposed by Chemsol’s suppliers
Subject to clause 3(b) above, no Products may be returned to Chemsol
without its prior, written authorization and Products may be returned only on the terms or conditions specified in such authorization. Returned Products must be of current manufacture, unused, in resalable condition, and securely packed to reach Chemsol without damage. Any cost incurred by Chemsol to put Products in premiumconditionwill be charged to the Buyer. All Product returned to Chemsol shall be subject toa30%or greater restocking charge of the total order value plus the costs of freight, packaging,
insurance and any import or export costs.
There will be no cancelation and/ or on Products that are specificallymade:
(v) are made to a Buyer’s specifications
(iii) by reason of their nature, cannot be returned; or
(iv) are likely to deteriorate.
All special Products ordered are subject to 100% deposit at the time of order. Special
Product orders i and deposits are non-refundable. Special Product orders cannot be canceled once placed with Chemsol’s suppliers. We are not responsible for production delays or other unforeseen circumstances that delay delivery of any special product order. Chemsol will provide an estimate of the lead time required for your item to arrive to best of Chemsol’s ability, however, Chemsol cannot guarantee a lead time in any case.
(a) Generally. Unless previously agreed by Chemsol and the Buyer in writing, fordeliveries within Lusaka, Chemsol shall deliver the Product(s) for free, and nationwideata fee. For international shipments, unless otherwise provided in Chemsol’s Commercial
Document. Chemsol shall deliver the Product(s) Delivered Duty Paid (DDP). TheBuyershall pay for all costs of import duty, taxes, security clearance etc.. All risk of loss, damage or delay, and title to the Product(s), shall pass from Chemsol to Buyer upondelivery at the Facility. Partial shipments shall be permitted and the Buyer shall payforthem pro rata. The Buyer shall accept overrun and/or under runs not exceeding10%of
quantity ordered, to be paid for or allowed pro rata. The Buyer shall fully ensureall
Products from time of Chemsol delivery hereunder until Chemsol is paid in full therefor. For purchases made by the Buyer on Chemsol’s website, delivery shall be pursuant tothe web order terms and Chemsol has no obligation to dispatch Product(s) totheBuyerunless Chemsol has accepted the order and Buyer had paid for such Product(s) infull
prior to the time of delivery. (b) Delivery Dates. All delivery dates are approximate. Delivery dates given by Chemsol
are based on prompt receipt of all necessary information regarding the order. Chemsol
will use reasonable efforts to meet such delivery dates, but does not guaranteetomeet. such dates. Failure by Chemsol to meet any delivery date does not constituteacausefor cancellation and/or for damages or penalties of any kind. Time for delivery shall notbe of the essence. (c) Delivery Delays. Any delay in delivery due to causes beyond Chemsol’s reasonablecontrol, or due to any priorities or allocations necessitated by governmental ordersorregulations, or due to any causes specified in the following sentence, shall extendtheterm of delivery by a period equal to the length of such delay. In the event of delayindelivery requested by Buyer or caused by Buyer’s (a) failure to supply adequateinstructions; (b) failure to arrange for pickup; (c) failure to supply or approve necessarydata in a timely manner; (d) requested changes; or (e) failure to provide documentsrequired for Chemsol to effect delivery, Chemsol will store all Products at theBuyer’srisk and expense. The Buyer shall pay all storage costs and expenses uponChemsol’sdemand. (d) Claims. Claims for shortages or other errors must be made in writing to Chemsol
within ten days after Chemsol’s delivery. Failure to give such notice shall constituteunqualified acceptance and a waiver of all such claims by Buyer. Buyer shall, promptlyupon delivery, open, inspect and test all Products and report any discrepancy inwritingto Chemsol.
Chemsol may from time to time increase prices for the Product(s), effective onnoticetothe Buyer, in response to increases in the prices of raw or other supplied productsormaterials. Without limiting the foregoing, for a purchase order which contemplatesdelivery of Products (either in whole or in part) more than 30 days after the dateof suchpurchase order, Chemsol reserves the right to increase prices for Products deliveredmore than 30 days after the date of the purchase order. Chemsol shall give theBuyerwritten notice of any price increase at the time that Chemsol is made awareof suchincrease and its effective date. Unless otherwise stated in Chemsol’s Commercial
Document, prices are in Zambian Kwacha (ZMW), as delivered at
Unless otherwise stated in the Commercial Document, payment terms are as follows: (a) If Buyer resides in Zambia, payment must be made within 30 days of aninvoicebeing provided if Chemsol approves credit of upto 30 days for supplyof
Products; and (b) If the Buyer resides outside Zambia, the Buyer shall pay Chemsol by irrevocableLetter of Credit, including such provisions as are determined by Chemsol attime of quote. All banking and other charges for any Letter of Credit aretheresponsibility of the Buyer. Credit terms are subject to the approval Chemsol’s Finance and Accounts Departmentand may be changed from time to time by Chemsol in its sole discretion. For purchases made by the Buyer on Chemsol’s website, payment may be madeinUnited State Dollars via the online payment platform. Payment is due and payableuponclicking the “Place Order” button on the website. Payment does not constituteChemsol’s acceptance of the order. Chemsol’s rejection of an order shall be deemedoccurred by a refund of payment to the Buyer within 30 days of making payment.
If, during performance of this Agreement, Chemsol determines in its sole discretion that the Buyer’s financial condition does not justify the terms of payment specified, Chemsol
may (a) demand, before proceeding with delivery of Products, full or partial payment inadvance, satisfactory security or guarantees will be promptly paid when due or (b) at its option and without prejudice to other remedies, defer delivery of the Products or cancel
this Agreement. The Buyer agrees to reimburse Chemsol for all costs and fees including, (but not limited to legal fees and repossession fees, incurred by Chemsol in collecting any sums owed by the Buyer to. The Buyer agrees to pay a late payment charge of 2.5%per month on all amounts not paid in full when due, payable on Chemsol’s demand The Buyer shall not set off amounts due to Chemsol against claims or other amounts.
IF THE BUYER IS PURCHASING PRODUCTS IN THEIR ORIGINAL PACKAGINGANDNOTMANUFACTURED BY CHEMSOL, THE ONLY WARRANTY AVAILABLE TOTHE BUYERASTO THE PRODUCTS SHALL BE ANY MANUFACTURER’S WARRANTY WHICHMAYAPPLY AND CHEMSOL MAKES NO INDEPENDENT WARRANTIES, EXPRESSORIMPLIED (INCLUDING, WITHOUT LIMITATION, ANY EXPRESS ORIMPLIEDWARRANTIES OF TITLE, NON INFRINGEMENT, MERCHANTABILITY OR FITNESSFORAPARTICULAR PURPOSE). Chemsol does not adopt, guarantee or represent that themanufacturer will comply with any of the terms of the warranty of such manufacturer. The Buyer assumes all liability with respect to the Product, its transport, use, misuse, storage and disposal.
Repackaged Products. If Buyer is purchasing Products not manufactured by Chemsol, but repackaged by Chemsol, causing the original manufacturer’s seal to bebroken, Chemsol warrants to original user only that the Products will be free frommaterial
defects in materials and workmanship attributable to the repackaging process undernormal use and service for the shelf life of the Product as described in the technical
data sheet, but no event longer than one year from the date of Chemsol’s deliveryof
such Product hereunder. Chemsol is not the manufacturer and the Buyer assumesall
liability with respect to the Product, its transport, use, misuse, storage and disposal. Limitations and Remedies. There is NO WARRANTY in cases of damage intransit, negligence, abuse, abnormal usage, misuse, accidents, normal wear and tear, damagedue to environmental or natural elements, failure to follow Chemsol’s instructionsorimproper installation, storage or maintenance. Chemsol makes NOWARRANTYregarding Product compliance with Buyer’s or its representative’s needs, specifications,
instructions or requirements. The Buyer must make claims for defects in writingwithin10 days after discovery of such defects. The Buyer’s failure to make such claimwithinthe warranty period and within 10 days after discovering a defect shall constitutetheBuyer’s irrevocable acceptance of the Products and the Buyer’s acknowledgement thatthe Products fully comply with the terms and conditions of this Agreement. Chemsol
may require the Buyer to return to Chemsol all Products subject to the claim. Chemsol
shall repair or replace, at its expense, any covered Products proved to Chemsol’sreasonable satisfaction to be defective within the warranty period. Suchwarrantysatisfaction shall be available only if: (i) Chemsol is notified in writing within10daysafter discovery of an alleged defect; (ii) the defect has not been caused by the Buyer’s misuse, neglect or alteration or by physical environment; and (iii) the manufacturer’s shelf life of the Product (as indicated on the Product packaging) has not expired when the alleged defect is discovered. CHEMSOL’S SOLE OBLIGATION ANDTHE BUYER’SEXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO REPAIR OR REPLACEMENTOFDEFECTIVE PRODUCTS DETERMINED BY CHEMSOL IN ITS REASONABLE DISCRETIONTOBE COVERED BY THIS LIMITED WARRANTY. Notice of any warranty claimor request for warranty service should be sent to Chemsol at the following address:
Any assistance Chemsol provides to or procures for the Buyer outside theterms,
limitations or exclusions of this warranty will not constitute a waiver of the terms,
limitations or exclusions of this limited warranty, nor will such assistance extendor revive the warranty. Chemsol will not reimburse the Buyer for any expenses in curred by the Buyer in repairing, correcting or replacing any defective Products, except for those incurred with Chemsol’s prior written permission. This warranty gives the Buyer specific legal rights.
NO LIABILITY FOR OTHER OBLIGATIONS OR INCIDENTAL OR CONSEQUENTIALDAMAGES.CHEMSOL SHALL NOT BE LIABLE TO THE BUYER, OR TO ANYONE CLAIMINGUNDERTHE BUYER, FOR ANY OTHER OBLIGATIONS OR LIABILITIES, INCLUDING, BUTNOTLIMITED TO, OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACHOF CONTRACTOR WARRANTY, NEGLIGENCE OR OTHER TORT OR STATUTE OR ANY THEORYOFSTRICT LIABILITY, WITH RESPECT TO THE PRODUCTS OR THEIR USE (WHETHERTHEPRODUCTS ARE IN ORIGINAL PACKAGING OR HAVE BEEN REPACKAGEDBYCHEMSOL) OR CHEMSOL’S UNDERTAKINGS, ACTS OR OMISSIONS. CHEMSOLWILLNOT, TO ITS KNOWLEDGE, SELL PRODUCTS OR PARTS TO BUYERTHATARECOUNTERFEIT, BUT CHEMSOL IS NOT OBLIGATED TO TAKE SPECIFICSTEPSTOASCERTAIN THE AUTHENTICITY OF PRODUCTS OR PARTS IT PROCURESFROMVENDORS. IN NO EVENT SHALL CHEMSOL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING, WITHOUTLIMITATION, LOST REVENUES OR LOST PROFITS (WHETHER DIRECTLYORINDIRECTLY INCURRED) EVEN IF CHEMSOL HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES. THESE LIMITATIONS APPLY NOTWITHSTANDINGANYFAILUREOF ESSENTIAL PURPOSE OF THE LIMITED REMEDY OR ANY OTHER REMEDYINTHISAGREEMENT. CHEMSOL’S AGGREGATE LIABILITY WITH RESPECT TOADEFECTIVEPRODUCT AND THIS AGREEMENT SHALL BE LIMITED TO THE MONIES PAIDTOCHEMSOL FOR THE RELEVANT PRODUCT(S), EXCEPT WITH RESPECT TO(i) LIABILITY RESULTING FROM CHEMSOL’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND (ii) DEATH OR BODILY INJURY RESULTING FROM CHEMSOL’S ACTSOROMISSIONS IN BREACH OF THIS AGREEMENT OR IN VIOLATIONOF APPLICABLELAW.
The Buyer agrees that Chemsol Limited has no post-sale duty to warn the Buyer or anyother party about any matter or, if such duty exists, Chemsol satisfies that dutybyproviding any required warnings only to the Buyer. The Buyer assumes all post-saleduty to warn its customers and indemnifies Chemsol against any Damages (as definedin article 11) in connection with such duty or failure to warn.
(d) Retains. Chemsol has no obligation to retain Product samples and theBuyeraccepts all responsibility for obtaining and retaining any required or desiredretainsorsamples. If the Buyer requests in writing that Chemsol must obtain and maintainasample, and if Chemsol agrees to do so, the Buyer will pay Chemsol’s associatedcosts.
(e) The Buyer’s Obligations. Prior to using or permitting use of the Products, theBuyershall determine the suitability of the Products for the intended use and under theBuyer’s operating conditions, and the Buyer shall assume all risk andliabilitywhatsoever in connection therewith. The Buyer agrees to test and evaluate samplestoensure compliance with all specifications, quality requirements and other requirementsof the Buyer’s application. Chemsol does not guarantee the accuracy of informationgiven and recommendations made as to suitability of Products for theBuyer’sapplication or operating conditions. Nothing shall be construed to imply thenon- existence of any relevant patents or to constitute a permission, inducement orrecommendation to practice any invention covered by any patent without authorityfrom the patent owner. The Buyer agrees to familiarize itself with and comply withall
laws and regulations now or hereafter in effect and applicable to the purchase, transport, use, supply, storage, sale, offer for sale, lease and/or disposal of theProducts. If the Buyer or its affiliates, agents or representatives engages afreightforwarder or similar service provider, the Buyer shall provide Chemsol withcopiesof
freight forwarder (or similar) records regarding the Product exports promptlyuponrequest. The Buyer shall promptly notify Chemsol in writing. The Buyer assumes all riskwith respect to the Product compliance with applicable laws (including withoutlimitation all environmental laws in any jurisdiction). The Buyer acknowledgesthatcertain Products have restrictions on who can purchase, transport, use, supply, store, sell, offer for sale, lease and/or dispose of (the “Actions”) the Product and on how and where such Actions may take place. The Buyer agrees to be responsible for determining who may take such Actions and how and where such Actions may take place after Chemsol’s delivery hereunder, and further agrees to ensure that its customers comply with such requirements. The Buyer shall maintain records pertaining to the Product’s sale and use and the Buyer’s and its customers’ compliance with applicableenvironmental laws, and the Buyer shall make such records available to Chemsol ondemand.
CHEMSOL AND THE BUYER AGREE THAT THE FOREGOING WARRANTIESAREEXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS WARRANTIES. CHEMSOLHEREBYDISCLAIMS ALL OTHER EXPRESS WARRANTIES. FOR COMMERCIAL PRODUCTS, ALLOTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENTANDFITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. FOR CONSUMERPRODUCTS, ALL WARRANTIES IMPLIED BY LAW, INCLUDINGTHOSEOFMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLYLIMITED TO THE PERIOD OF THE WARRANTY STATED ABOVE FOR THE RELEVANTPRODUCT. Any oral or written description of the Products is for the solepurposeof identifying the Products and shall not be construed as an express warranty. Some states do not allow limitations on how long an implied warranty lasts, sothe above limitation may not apply to THE Buyer.
(a) Confidential Information. The Buyer acknowledges that all trade secretsandConfidential Information (as defined below) which may be disclosed to it by Chemsol orits affiliates shall at all times, both during and after expiration or terminationof thisAgreement for any reason, remain the exclusive property of Chemsol or its affiliatesorSuppliers and that Buyer shall not acquire any proprietary interest whatsoever therein. “Confidential Information” means all knowledge and information disclosed by Chemsol
or its affiliates to the Buyer orally or in writing, or acquired by the Buyer throughobservation, regarding Chemsol’s or its affiliates’ or suppliers’ products, technology,
inventions, formulas, know-how, services, forecasts, sales methods, customer lists, customer usages and requirements, financial information, business plans, strategiesand future business relationships, engineering data, design informationandengineering and shop drawings, with the exception of such information whichTheBuyer can demonstrate by competent written evidence: (i) was already part of thepublicdomain at the time of the disclosure by Chemsol or its affiliates; (ii) becomes part of thepublic domain through no fault of the Buyer (but only after and only to the extent that itis published or otherwise becomes part of the public domain); or (iii) is received(afterthe disclosure by Chemsol or its affiliates) by the Buyer from a third party whodidnotrequire the Buyer to hold it in confidence and did not acquire it directly or indirectlyfrom Chemsol or its affiliates under a continuing obligation of confidence. necessary to perform its duties under this Agreement, the Buyer shall not useordisclose any of such Confidential Information or Chemsol’s or its affiliates’ tradesecrets, but shall care for such confidential information and trade secrets using at least thesame degree of care given its own confidential information and trade secrets.
(b) Trademarks. Any use of Chemsol’s or its affiliates’ or suppliers’ trademarks or otherintellectual property shall be subject to Chemsol’s prior written approval ineachinstance and such restrictions as Chemsol may, in its sole discretion, impose fromtimeto time. The Buyer agrees that neither it nor its affiliates will seek to register anytrademark, service mark, or trade dress owned by Chemsol or its affiliates or suppliers, and if the Buyer or any of its affiliates does obtain such a registration, the Buyer or itsaffiliate shall immediately assign and do hereby assign the same to Chemsol or itsdesignee. The Buyer acknowledges and agrees that Chemsol or its affiliates or suppliersown all right, title, and interest in and to its trademarks. Except as otherwise agreedbyChemsol, Products sold by the Buyer shall bear Chemsol’s or its affiliate’s or supplier’strademark, and the Buyer shall not remove or efface such trademark. The Buyer shall
not sell Products unless Chemsol has granted the Buyer the right to do so. TheBuyerwill not repackage the Products or resell Products without Chemsol prior writtenconsent, which consent may be withheld by Chemsol in its sole discretion. Any useof
Chemsol or its affiliates’ or suppliers’ trademarks in advertisements or promotionmustbe preapproved in writing by Chemsol. The Buyer and its affiliates agree to takeall stepswhich Chemsol may from time to time consider to be necessary to perfect or protectChemsol’s or its affiliates’ or suppliers’ rights in its trademarks including, withoutlimitation, executing all necessary assignments, declarations, and other documentsrequested by Chemsol from time to time. Upon expiration or terminationof thisAgreement for any reason, the Buyer and its affiliates shall take such steps and execute such documents as Chemsol requests to cause Chemsol pts or its affiliates or suppliers to own all rights in its trademarks and to terminate any rights the Buyer may have to use such trademarks. The Buyer shall inform Chemsol promptly of any potential or actual infringement of any of Chemsol’s or its affiliates’ or suppliers’ trademarks and shall provide all assistance and information required by Chemsol, at Chemsol’s expense,
in connection with any such infringement.
The Buyer hereby releases and agrees to indemnify, defend and holdharmlessChemsol, its shareholders, officers, agents, employees, affiliates, successors, assignsand third-party suppliers (“Chemsol’s Indemnified Parties”) fromand against any andall
direct and indirect claims, debts, actions, causes of action, liabilities, loss, suits, demands, fines, penalties, judgments, omissions, damages or expenses whatsoever,
including, without limitation, legal fees and costs of proceedings (“Damages”) incurred by or against Chemsol or any of Chemsol Indemnified Parties due to or arising out of, inconnection with, resulting from or relating to (i) misrepresentations, breachof thewarranties, representations, covenants or agreement contained in this Agreement orany law by the Buyer or any of the Buyer’s shareholders, directors, officers, employees, affiliates, representatives, agents, successors or assigns (“Buyer’s Parties”), or (ii) anydamage to or destruction of property, or injury to or death of persons caused, oralleged to have been caused, in whole or in part, by any intentional, reckless, negligentor other act (or failure to act) of the Buyer or any of the Buyer’s Parties, or (iii) losses, damages or injuries caused by the Buyer’s products, the Buyer’s specifications, designs, approvals or instructions provided to Chemsol, or due to improper applicationor useof
the Products or otherwise. Prior to settling any claim, the Buyer will give Chemsol an opportunity to participate in the defense and/or settlement of such claim. The Buye rshall not settle any claim without Chemsol’s written consent. In the event of any form of
recall affecting or relating to the Products, Chemsol shall have the right to control there call process and the Buyer shall fully cooperate with Chemsol in connection with there call.
(a) General Provisions. Chemsol reserves the right to correct clerical or similar errorsrelating to price or any other term shown in this Agreement. The failure of Chemsol toinsist, in any one or more instances, upon performance of any of the terms, covenantsand conditions of this Agreement shall not be construed as a waiver or relinquishmentof any rights granted hereunder or the future performance of any such term, covenantor condition. The invalidity of any provision or clause of this Agreement shall not affectthe validity of any other provision or clause hereof. The Buyer is an independentcontractor and neither the Buyer nor any of its employees or agents shall be consideredan employee or agent of Chemsol. Neither the Buyer nor any of its employees or agentsis authorized to incur any obligations or make any promises or representationsonChemsol’s behalf. The provisions found in sections 3(c), 4(d), 6, 7, 8(e), 8(f), 10, 11and12and the warranty and damage limitations in sections 8 and 9, and any other provision the performance or effectiveness of which naturally survives, shall survive expiration or termination of the parties’ agreement for any reason. All of Chemsol’s remedies herein are cumulative and not exclusive of any other remedies available to Chemsol at law, by contract or in equity.
(b) Entire Agreement. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENTOFTHE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. ANY NEGOTIATIONSOR UNDERSTANDINGS BETWEEN CHEMSOL SCIENTIFIC LIMITED ANDTHEBUYERWHICH ARE NOT CONTAINED IN THIS AGREEMENT (INCLUDINGWITHOUTLIMITATION, PURCHASE ORDERS, CORRESPONDENCE OR STATEMENTSTHAT CONFLICT WITH, DIFFER FROM OR MODIFY THIS AGREEMENT) SHALL HAVENOFORCE OF EFFECT, UNLESS IN WRITING AND SIGNED BY AUTHORIZEDOFFICERSOFCHEMSOL SCIENTIFIC LIMITED AND THE BUYER. Chemsol’s sales representativesarewithout authority to change the terms of this Agreement
(c) Assignment. Neither party may assign this Agreement or any rights or obligation shere under without the prior written consent of the other party; provided, however, Chemsol may assign, without the Buyer’s consent, this Agreement or its interest hereinto any affiliate or to any assignee or successor of Chemsol’s business. Chemsol reserves the right to use subcontractors. Subject to the foregoing, this Agreement shall bind and inure to the benefit of Chemsol and the Buyer and their successors and assigns.
(d) Governing Law; Dispute Resolution. The Laws of Zambia, without regardtoconflict of law provisions, shall govern the rights and obligations of Chemsol and the Buyer under this Agreement and any disputes hereunder. Neither this Agreement nor sales hereunder shall be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods. Any cause of action, claim, suit or demand by the Buyer allegedly arising from or related to the terms of this Agreement or the relationship of the parties shall be brought in a Court situated in Zambia. Both parties hereby irrevocably admit themselves to and consent to the jurisdictionof saidCourt.
(e) Force Majeure. Chemsol shall not be responsible for delay in delivery or failuretofill orders or other default or damage where such has been caused by an act of God, war, major disaster, terrorism, third-party criminal acts, insurrection, riot, flood, earthquake, fire, strike, lockout or other labor disturbance, delay by carriers, shortageof fuel, power, materials or supplies, operation of statutes, laws, rules or rulings of anycourt or government, demand for goods exceeding Chemsol available supply or anyother cause beyond Chemsol control. In the event of any delay in delivery, failuretofill
orders or other default or damage caused by any of the foregoing, Chemsol may, at itsoption and without incurring liability, prorate its deliveries, cancel all or any portionof
the Agreement and/or extend any date upon which performance is due hereunder.
(f) Termination. In addition to any remedies that may be provided herein, Chemsol
may terminate this Agreement with immediate effect upon written notice to theBuyerif
the Buyer (i) fails to pay any amount when due hereunder, (ii) has not otherwiseperformed or complied with this Agreement in whole or in part, or (iii) becomesinsolvent, files a petition for bankruptcy or commences or has commencedagainst itproceedings relating to bankruptcy, receivership, reorganization or assignment for thebenefit of creditors.
(g) No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties here to and their respective successors and permitted assigns and nothing here in, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except as may be set forth in article 11 with respect to Chemsol’sIndemnified Parties.
