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Terms & Conditions

TERMS AND CONDITIONS, AND RETURNS POLICY

1. GOVERNING PROVISIONS

Chemsol (“Chemsol”) as identified on the quotation, invoice, online order form or other commercial document provided by Chemsol (the “Commercial Document”) that it offers 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 to the terms and conditions set forth herein and in such Commercial Document (together, the “Agreement”). Chemsol agreement to provide to Buyer the Products, and Buyers purchase of the Products, is expressly limited to the terms of this Agreement. Buyer may not amend, modify or replace the terms of this Agreement with any conflicting, different or additional terms previously or hereafter received by Chemsol, even if such terms recite that any action or inaction by Chemsol constitutes agreement or consent by Chemsol to such amendment, modification or replacement. If this document is deemed an acceptance of a prior offer by Buyer, such acceptance is limited to the express 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 expressly 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.

2. ACCEPTANCE

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 the Product(s).

3. ORDERS; CANCELLATION OR MODIFICATION; RETURNS
(a) Orders

Chemsol shall have the right to accept or reject purchase orders in its sole discretion. The Buyer’s orders or mutually agreed changed orders shall be subject to all provisions of this Agreement, whether or not the order or change order states. Chemsol shall use commercially reasonable efforts to provide Buyer with reasonable notice 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.

(b) Cancellation or Modification.

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

(ii) are personalised.

(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 upon terms 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 fees and charges imposed by Chemsol’s suppliers.

(c) Returns.

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 premium condition will 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.

(d) Special Orders.

There will be no cancelation and/ or on Products that are specifically made:

(v) are made to a Buyer’s specifications

(ii) are personalised.

(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 cancelled 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.

4. DELIVERY

(a) Generally. Unless previously agreed by Chemsol and the Buyer in writing, for deliveries within Lusaka, Chemsol shall deliver the Product(s) for free, and nationwide at a fee. For international shipments, unless otherwise provided in Chemsol’s Commercial Document. Chemsol shall deliver the Product(s) Delivered Duty Paid (DDP). The Buyer shall 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 upon delivery at the Facility. Partial shipments shall be permitted, and the Buyer shall pay for them 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 ensure all 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 to the web order terms and Chemsol has no obligation to dispatch Product(s) to the Buyer unless Chemsol has accepted the order and Buyer had paid for such Product(s) in full 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 guarantee to meet. such dates. Failure by Chemsol to meet any delivery date does not constitute cause for cancellation and/or for damages or penalties of any kind. Time for delivery shall not be of the essence. (c) Delivery Delays. Any delay in delivery due to causes beyond Chemsol’s reasonable control, or due to any priorities or allocations necessitated by governmental orders or regulations, or due to any causes specified in the following sentence, shall extend the term of delivery by a period equal to the length of such delay. In the event of delay in delivery requested by Buyer or caused by Buyer’s (a) failure to supply adequate instructions; (b) failure to arrange for pickup; (c) failure to supply or approve necessary data in a timely manner; (d) requested changes; or (e) failure to provide documents required for Chemsol to effect delivery, Chemsol will store all Products at the Buyer’s risk and expense. The Buyer shall pay all storage costs and expenses upon Chemsol’s demand. (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 constitute unqualified acceptance and a waiver of all such claims by Buyer. Buyer shall, promptly upon delivery, open, inspect and test all Products and report any discrepancy in writing to Chemsol.

5. PRICES

Chemsol may from time to time increase prices for the Product(s), effective on notice to the Buyer, in response to increases in the prices of raw or other supplied products or materials. Without limiting the foregoing, for a purchase order which contemplates delivery of Products (either in whole or in part) more than 30 days after the date of such purchase order, Chemsol reserves the right to increase prices for Products delivered more than 30 days after the date of the purchase order. Chemsol shall give the Buyer written notice of any price increase at the time that Chemsol is made aware of such increase and its effective date. Unless otherwise stated in Chemsol’s Commercial Document, prices are in Zambian Kwacha (ZMW), as delivered at

6. TERMS OF PAYMENT

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 an invoice being provided if Chemsol approves credit of up to 30 days for supply of Products; and (b) If the Buyer resides outside Zambia, the Buyer shall pay Chemsol by irrevocable Letter of Credit, including such provisions as are determined by Chemsol at time of quote. All banking and other charges for any Letter of Credit are the responsibility 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 made in United State Dollars via the online payment platform. Payment is due and payable upon clicking the “Place Order” button on the website. Payment does not constitute Chemsol’s acceptance of the order. Chemsol’s rejection of an order shall be deemed occurred by a refund of payment to the Buyer within 30 days of making payment.

7. SECURITY

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 in advance, 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.

8. LIMITED WARRANTIES AND REMEDY; DISCLAIMER OF OTHER WARRANTIESAND LIMITATION OF DAMAGES; BUYER’S OBLIGATIONS
(a) Products in original packaging and not manufactured by Chemsol.

IF THE BUYER IS PURCHASING PRODUCTS IN THEIR ORIGINAL PACKAGING AND NOT MANUFACTURED BY CHEMSOL, THE ONLY WARRANTY AVAILABLE TO THE BUYER AS TO THE PRODUCTS SHALL BE ANY MANUFACTURER’S WARRANTY WHICH MAY APPLY AND CHEMSOL MAKES NO INDEPENDENT WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). Chemsol does not adopt, guarantee or represent that the manufacturer 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.

(b) Repackaged Products and Chemsol’s Products.

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 from material defects in materials and workmanship attributable to the repackaging process under normal 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 delivery of such Product hereunder. Chemsol is not the manufacturer, and the Buyer assumes all liability with respect to the Product, its transport, use, misuse, storage and disposal. Limitations and Remedies. There is NO WARRANTY in cases of damage in transit, negligence, abuse, abnormal usage, misuse, accidents, normal wear and tear, damage due to environmental or natural elements, failure to follow Chemsol’s instructions or improper installation, storage or maintenance. Chemsol makes No Warranty regarding 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 claims within the warranty period and within 10 days after discovering a defect shall constitute the Buyer’s irrevocable acceptance of the Products and the Buyer’s acknowledgement that the 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’s reasonable satisfaction to be defective within the warranty period. Such warranty satisfaction 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 AND THE BUYER’S EXCLUSIVE REMEDY HERE UNDER SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF DEFECTIVE PRODUCTS DETERMINED BY CHEMSOL IN ITS REASONABLE DISCRETION TO BE COVERED BY THIS LIMITED WARRANTY. Notice of any warranty claim or request for warranty service should be sent to Chemsol at the following address:

Chemsol, No.7 Nyati Close, Rhodes Park Lusaka, Zambia. and Via email to [email protected]
Failure to notify a warranty claim or request for warranty service to the following2addresses would deem such communication not received.

Any assistance Chemsol provides to or procures for the Buyer outside the terms, 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 extend or revive the warranty. Chemsol will not reimburse the Buyer for any expenses incurred 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 CONSEQUENTIAL DAMAGES. CHEMSOL SHALL NOT BE LIABLE TO THE BUYER, OR TO ANYONE CLAIMING UNDER THE BUYER, FOR ANY OTHER OBLIGATIONS OR LIABILITIES, INCLUDING, BUT NOT LIMITED TO, OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACTOR WARRANTY, NEGLIGENCE OR OTHER TORT OR STATUTE OR ANY THEORY OF STRICT LIABILITY, WITH RESPECT TO THE PRODUCTS OR THEIR USE (WHETHER THE PRODUCTS ARE IN ORIGINAL PACKAGING OR HAVE BEEN REPACKAGED BY CHEMSOL) OR CHEMSOL’S UNDERTAKINGS, ACTS OR OMISSIONS. CHEMSOL WILL NOT, TO ITS KNOWLEDGE, SELL PRODUCTS OR PARTS TO BUYER THAT ARE COUNTERFEIT, BUT CHEMSOL IS NOT OBLIGATED TO TAKE SPECIFIC STEPS TO ASCERTAIN THE AUTHENTICITY OF PRODUCTS OR PARTS IT PROCURES FROM VENDORS. IN NO EVENT SHALL CHEMSOL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR LOST PROFITS (WHETHER DIRECTLY OR INDIRECTLY INCURRED) EVEN IF CHEMSOL HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES. THESE LIMITATIONS APPLY NOT WITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF THE LIMITED REMEDY OR ANY OTHER REMEDY IN THIS AGREEMENT. CHEMSOL’S AGGREGATE LIABILITY WITH RESPECT TO A DEFECTIVE PRODUCT AND THIS AGREEMENT SHALL BE LIMITED TO THE MONIES PAID TO CHEMSOL 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 ACTS OR OMISSIONS 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 any other party about any matter or, if such duty exists, Chemsol satisfies that duty by providing any required warnings only to the Buyer. The Buyer assumes all post-sale duty to warn its customers and indemnifies Chemsol against any Damages (as defined in article 11) in connection with such duty or failure to warn.

(d) Retains. Chemsol has no obligation to retain Product samples and the Buyer accepts all responsibility for obtaining and retaining any required or desired retains or samples. If the Buyer requests in writing that Chemsol must obtain and maintain a sample, and if Chemsol agrees to do so, the Buyer will pay Chemsol’s associated costs.

(e) The Buyer’s Obligations. Prior to using or permitting use of the Products, the Buyer shall determine the suitability of the Products for the intended use and under the Buyer’s operating conditions, and the Buyer shall assume all risk and liability whatsoever in connection therewith. The Buyer agrees to test and evaluate samples to ensure compliance with all specifications, quality requirements and other requirements of the Buyer’s application. Chemsol does not guarantee the accuracy of information given and recommendations made as to suitability of Products for the Buyer’s application or operating conditions. Nothing shall be construed to imply the non- existence of any relevant patents or to constitute a permission, inducement or recommendation to practice any invention covered by any patent without authority from the patent owner. The Buyer agrees to familiarize itself with and comply with all 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 the Products. If the Buyer or its affiliates, agents or representatives engages a freight forwarder or similar service provider, the Buyer shall provide Chemsol with copies of freight forwarder (or similar) records regarding the Product exports promptly upon request. The Buyer shall promptly notify Chemsol in writing. The Buyer assumes all risk with respect to the Product compliance with applicable laws (including without limitation all environmental laws in any jurisdiction). The Buyer acknowledges that certain 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 applicable environmental laws, and the Buyer shall make such records available to Chemsol on demand.

9. DISCLAIMER OR LIMITATION OF OTHER WARRANTIES

CHEMSOL AND THE BUYER AGREE THAT THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS WARRANTIES. CHEMSOL HEREBY DISCLAIMS ALL OTHER EXPRESS WARRANTIES. FOR COMMERCIAL PRODUCTS, ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. FOR CONSUMER PRODUCTS, ALL WARRANTIES IMPLIED BY LAW, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY LIMITED TO THE PERIOD OF THE WARRANTY STATED ABOVE FOR THE RELEVANT PRODUCT. Any oral or written description of the Products is for the sole purpose of 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, so the above limitation may not apply to THE Buyer.

10. CONFIDENTIAL INFORMATION; TRADEMARKS

(a) Confidential Information. The Buyer acknowledges that all trade secrets and Confidential Information (as defined below) which may be disclosed to it by Chemsol or its affiliates shall at all times, both during and after expiration or termination of this Agreement for any reason, remain the exclusive property of Chemsol or its affiliates or Suppliers 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 through observation, 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, strategies and future business relationships, engineering data, design information and engineering and shop drawings, with the exception of such information which The Buyer can demonstrate by competent written evidence: (i) was already part of the public domain at the time of the disclosure by Chemsol or its affiliates; (ii) becomes part of the public 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(after the disclosure by Chemsol or its affiliates) by the Buyer from a third party who did not require the Buyer to hold it in confidence and did not acquire it directly or indirectly from Chemsol or its affiliates under a continuing obligation of confidence. necessary to perform its duties under this Agreement, the Buyer shall not use or disclose any of such Confidential Information or Chemsol’s or its affiliates’ trade secrets, but shall care for such confidential information and trade secrets using at least the same 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 other intellectual property shall be subject to Chemsol’s prior written approval in each instance and such restrictions as Chemsol may, in its sole discretion, impose from time to time. The Buyer agrees that neither it nor its affiliates will seek to register any trademark, 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 its affiliate shall immediately assign and do hereby assign the same to Chemsol or its designee. The Buyer acknowledges and agrees that Chemsol or its affiliates or suppliers own all right, title, and interest in and to its trademarks. Except as otherwise agreed by Chemsol, Products sold by the Buyer shall bear Chemsol’s or its affiliates or supplier’s trademark, 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. The Buyer will not repackage the Products or resell Products without Chemsol prior written consent, which consent may be withheld by Chemsol in its sole discretion. Any use of Chemsol or its affiliates or suppliers’ trademarks in advertisements or promotion must be preapproved in writing by Chemsol. The Buyer and its affiliates agree to take all steps which Chemsol may from time to time consider to be necessary to perfect or protect Chemsol’s or its affiliates’ or suppliers’ rights in its trademarks including, without limitation, executing all necessary assignments, declarations, and other documents requested by Chemsol from time to time. Upon expiration or termination of this Agreement 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.

11. INDEMNIFICATION

The Buyer hereby releases and agrees to indemnify, defend and hold harmless Chemsol, its shareholders, officers, agents, employees, affiliates, successors, assigns and third-party suppliers (“Chemsol’s Indemnified Parties”) from and against any and all 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, in connection with, resulting from or relating to (i) misrepresentations, breach of the warranties, representations, covenants or agreement contained in this Agreement or any 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) any damage to or destruction of property, or injury to or death of persons caused, or alleged to have been caused, in whole or in part, by any intentional, reckless, negligent or 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 application or use of the Products or otherwise. Prior to settling any claim, the Buyer will give Chemsol an opportunity to participate in the defence and/or settlement of such claim. The Buyer shall 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 their call process and the Buyer shall fully cooperate with Chemsol in connection with their call.

12. ADDITIONAL PROVISIONS

(a) General Provisions. Chemsol reserves the right to correct clerical or similar errors relating to price or any other term shown in this Agreement. The failure of Chemsol to insist, in any one or more instances, upon performance of any of the terms, covenants and conditions of this Agreement shall not be construed as a waiver or relinquishment of 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 affect the validity of any other provision or clause hereof. The Buyer is an independent contractor and neither the Buyer nor any of its employees or agents shall be considered an employee or agent of Chemsol. Neither the Buyer nor any of its employees or agents is authorized to incur any obligations or make any promises or representations on Chemsol’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 AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HERE OF. ANY NEGOTIATIONS OR UNDERSTANDINGS BETWEEN CHEMSOL SCIENTIFIC LIMITED AND THE BUYER WHICH ARE NOT CONTAINED IN THIS AGREEMENT (INCLUDING WITHOUT LIMITATION, PURCHASE ORDERS, CORRESPONDENCE OR STATEMENTS THAT CONFLICT WITH, DIFFER FROM OR MODIFY THIS AGREEMENT) SHALL HAVE NO FORCE OF EFFECT, UNLESS IN WRITING AND SIGNED BY AUTHORIZED OFFICERS OF CHEMSOL SCIENTIFIC LIMITED AND THE BUYER. Chemsol’s sales representatives are without authority to change the terms of this Agreement.

(c) Assignment. Neither party may assign this Agreement or any rights or obligations here 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 here into 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 regard to conflict 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 jurisdiction of said Court.

(e) Force Majeure. Chemsol shall not be responsible for delay in delivery or failure to fill 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 labour disturbance, delay by carriers, shortage of fuel, power, materials or supplies, operation of statutes, laws, rules or rulings of any court or government, demand for goods exceeding Chemsol available supply or any other cause beyond Chemsol control. In the event of any delay in delivery, failure to fill orders or other default or damage caused by any of the foregoing, Chemsol may, at its option and without incurring liability, prorate its deliveries, cancel all or any portion of 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 the Buyer if the Buyer (i) fails to pay any amount when due hereunder, (ii) has not otherwise performed or complied with this Agreement in whole or in part, or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit 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’s Indemnified Parties.