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Terms and Conditions.
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Sales Terms & Conditions
Between
Bellen Chemistry Co., Ltd. & Customer

Between Bellen Chemistry Co., Ltd. & Customer, regarding the following products and services:
- Catalog Compounds
- Medicinal Chemistry
- Process R&D and Manufacturing
- FTE

  1. PRICES.
    1.1 Catalog compounds: Unless fixed prices have expressly been agreed or unless otherwise agreed in writing, the Customer shall purchase the products at Bellen list price or website price in effect on date of purchase order. Bellen has the right to change the list price from time to time, without notice to the Customer. The latest list price is available on request to sales@bellenchem.com .
    All prices are net prices, that is, excluding statutory value added tax. All consumer, sales or indirect taxes, custom, examination and acceptance fees and all other taxes, fees or charges of any kind whatsoever which are imposed by public authorities or allocated to the business transaction between Bellen and the Customer shall be paid by the Customer in addition to the prices indicated on the offer or the invoice. Bellen is not obliged to notify the Customer of potential taxes or fees that may arise.
    1.2 Medicinal Chemistry & Process R&D and Manufacturing & FTE: Customers need to contact us at sales@bellenchem.com case by case to confirm the final price. Our quotation will list all the fees, including shipping fee, packing fee, tax fee and others.

  2. PAYMENT.
    Bellen applies the below payment conditions between Bellen and customers. Customer will be classified different levels: From level A to level D.
    2.1 A: The purchase price shall be paid within the thirty to sixty (30-60) days from the date of invoice without any deduction. This also applies to invoices regarding partial deliveries.
    2.2 B: The purchase price shall be paid within the fifteen (15) days from the date of invoice without any deduction. This also applies to invoices regarding partial deliveries.
    2.3 C: The purchase price shall be paid before shipment. When we prepared the compounds. Bellen will invoice to customer. Customer need to arrange the payment to Bellen in five (5) working days. When we received the payment. We will arrange the shipment in twenty-four (24) hours.
    2.4 D: The purchase price shall be paid in advance. When we receive the purchase order Bellen will invoice to customer. Customer need to arrange the payment to Bellen in five (5) working days. When we received the payment. We will arrange the produce or shipment in twenty-four (24) hours.
    2.5 Other conditions agreed in writing. Customers and Bellen need discuss case by case.

    Unless otherwise agreed in writing, In case of delay in payment, the Customer shall pay interest in default. And delay fees, delay one day, need pay zero point five percent (0.5%) per day above the applicable base rate of interest. The right to assert further damages remains unaffected.                                                                                                                                                       Bellen Bank Information:
    Account Name: Bellen Chemistry Co., Ltd.
    Bank Name: SHUNYI DONGXING SUB-BRANCH, BEIJING BRANCH, BANK OF CHINA
    Bank Address: FU QIAN DONGJIE, NO.9 SHUNYI DISTRICT
    Zip/Postal Code: 101300
    Province/Region: Beijing                             Country: China
    Account Number: 320762443734                      Currency: USD
    Swift Code: BKCHCNBJ110
    Remittance Advice Email: Customer-service@bellenchem.com .
  3. QUALITY.
    Bellen expressly represents and warrants that all of the Goods and Services, in conformity with the applicable provisions of the Occupational Safety and Health, as amended, and any standards, rules, regulations, and orders thereunder.
    3.1 Compounds specification Quality: Bellen warrants that the shipping Products shall be of an overall quality acceptable to customer match the PO. Unless otherwise specified confirmed between Bellen and customer. And comply with all statutory and other requirements applicable to the Products in the Territory.
    3.2 Report Quality:
    Catalog compounds: Bellen warrants that delay shipping notice shall be sent to customer before expect shipping date.
    Medicinal Chemistry & Process R&D and Manufacturing & FTE: Bellen warrants that weekly or biweekly update report shall be sent to customer. Or customer specified another time. And Bellen warrants that the final synthesis report shall be sent to customer after the compound produce complete. 
    Please give Bellen your contact information (email address, phone number and contact person’s name). And if you have any questions please sent email to customer-service@bellenchem.com .
  4. SHIPPING AND DELIVERY.
    Bellen will arrange the shipment after our QA department releases the compound. Bellen will do: (a) properly pack, mark, and ship Goods and Services in accordance with the requirements of customer, relevant carriers and insurers, and, if applicable, the country of destination; (b) route shipments in accordance with customer's instructions; (c) promptly forward the original bill of lading or other shipping receipt for each shipment in accordance with customer's instructions, and (d) Supply the COA, MSDS with the compound’s shipment. Unless otherwise specified on the front of this PO, all Goods and Services shall be delivered by Fedex under FOB (as defined in INCOTERMS 2000) to Customer's place.

  5. INSPECTION OF GOODS.
    Customer shall inspect and test any and all of the Goods at destination. If any defect or non-conformity is found, after the discovery of such defect or non-conformity, may, upon notice to Bellen. The deal time is 7 working days after the goods delivery at the place of customer’s PO. Bellen will confirm the issue and come back to customer in 5 working days. If the goods not reach the standard of PO. (a) Customer rejects and return goods. Bellen will refund all amounts paid and in charge of all the addition cost. (b) Customer wants a replacement. Bellen will shipping another batch to customer and in charge of all the addition cost.

  6. TERMINATION.
    If customer need to terminate all or any part of this PO. Customer should written notice to Bellen. Bellen will do best to help customer cancel the PO. If Bellen agreed, and there real cost are happened. Bellen will charge the actual costs of materials, labor incurred hereunder prior, QC testing cost and other happening charges to customer. Bellen will submit the invoice to customer. Upon the insolvency of the other party, the other party may terminate this PO by written notice to the insolvent par.

  7. DEFINITION.
    “Confidential Information” means any non-public information, whether in tangible, machine readable, or electronic form, disclosed by either of the parties to the other, which the Discloser identifies at the time of disclosure as confidential and/or proprietary by means of a legend, marking, stamp or other notice conspicuously designating the information to be confidential and/or proprietary, or information disclosed orally or visually by either of the parties to the other, where the Discloser identifies such information as confidential and/or proprietary at the time of disclosure and, within thirty (30) days after such oral or visual disclosure, reduces the subject matter of the disclosure to a tangible or electronic form properly identified in the manner described above and submits it to the Recipient. Confidential Information includes, without limitation, any specification, layout, design, drawing, formula, technique, algorithm, know-how, sample product, prototypes, test data, information related to engineering, manufacturing, sales, marketing, management or quality control, financial information or other information related to the business operations of the Discloser. Any non-public samples or prototypes provided to the Recipient shall constitute the Discloser’s Confidential Information under this Agreement, whether or not so marked.
    All information, not publicly available, which is furnished or disclosed by Bellen. When a third party in connection with this PO shall be treated by Customer as the confidential and proprietary information of Bellen, and such information shall not be disclosed to any person for any purpose other than the performance of Customer's obligations under this PO at any time including following the completion, expiration, or termination of this PO.

  8. STORAGE, HANDLING AND USE OF THE PRODUCTS BY CUSTOMER.
    The products of Bellen are intended to be used for the purposes of laboratory research and development, and may not be used for any other purposes including, but not limited to, usage in drugs, cosmetics or foodstuffs. The purchaser has the responsibility to independently verify hazards and risks associated with handling or using products purchased from Bellen and ensure that purchaser’s employees and any associates who come into contact with the products understand these hazards and risks.
    If Customer resells the products, he shall inform its customers about the duties and warn them against the risks and dangers of these Terms and Conditions.

  9. FORCE MAJEURE.
    9.1 In the event of any of the Parties hereto finding itself unable, by reason of a case of force majeure, to carry out its obligations hereunder in whole or in part, the obligations of such party, to the extent that they are affected by such a force majeure, shall be suspended for as long as the impossibility so caused shall endure, but not thereafter.
    9.2 The term “force majeure” as used herein shall mean: any event, whether accidental or not, beyond the power of the affected Party but not necessarily unpredictable.
    9.3 For the application of this clause, Parties agree that the following events and circumstances constitute in particular cases of “force majeure” : war, revolution, terrorism; full or partial strikes affecting the smooth running or any of the company or any of the suppliers, subcontractors, shippers; non conformance of deliveries from suppliers, or sub contractors ; interruption of transportation, supply of energy, of raw material or spare parts; machine breakdown; fire, flood and other natural events, extended disruption of computer systems, law and regulations restricting parties activities.
    9.4 Within eight (8) days from the occurrence of an event referred to above, the Party affected by force majeure shall give notice thereof to the other Party by mail or fax, setting forth all necessary particulars concerning the alleged case of force majeure. Immediately following the giving of such notice, the obligation of the Party giving such notice shall be suspended as said above.
    Whether this event should go on beyong three (3) months from the notice, this Agreement may be terminated by either Party.
  10. APPLICABLE LAW: VENUE AND JURISDICTION.
    This Agreement is made under, and shall be construed according to, the laws of the China. With respect to any legal action or proceeding arising out of the execution, construction, or performance under this Agreement, or pertaining to any of the substantive matters contained in this Agreement, the parties irrevocably submit to the exclusive jurisdiction and venue of the District Court of China, for the resolution of such matters.

  11. COMPLIANCE WITH LAWS.
    The Customer shall conduct its operations in compliance with all applicable laws and regulations of all jurisdiction having contact with the transactions contemplated by these Terms and Conditions.

  12. ASSIGNMENT.
    Customer will not assign its rights nor subcontract its duties without Bellen’s consent. Any unauthorized assignment is void.