TERMS & CONDITIONS

(1) Acceptance of Terms:

S D Fine-Chem Limited, (hereinafter referred toas”We” or ”Company”) is engaged in the business of manufacturing and selling a large range of chemicals including but not limited to basic chemicals for synthesis, high purity analytical reagents, HPLC solvents, pesticide residue solvents, other solvents, pharmacopoeia chemicals and other rare / research / specialty chemicals (collectively referred to as ”Products”).
These terms and conditions (the “Terms”) govern the access and/ or use of the Company’s website and / or electronic platform(s)(“Site”) and/ or purchase of Products through the Siteby you. References to “you” or “User(s)” herein refer to any user of the Site including users who create an account to access certain functionalities of the Site such as online purchasing facilities.

By accessing and/ or usingthe Site, you agree and acknowledge that you have read these Terms and that you will be legally bound by these Terms as may be modified and / or amended by the Company without prior notice from time to time.If you are accessing this Site on behalf of your employer and/ or third party, then these Terms shall be binding on you, your employer and/ or any such third party and you represent and warrant that you are duly authorized under law to accept these Terms on behalf of your employer or such third party.

(2) Eligibility

The Site and Products are intended solely for persons who are 18 years of age or older. Any access to or use of the Site or Products by anyone under 18 years of age is expressly prohibited. By accessing or using the Site or purchasing anyProducts through the Site you represent and warrant that you are 18 years or older.

(3) Definitions:

“Applicable Law(s)” shall mean all applicable laws, bye-laws, rules, regulations, decree, orders, ordinances, protocols, codes, guidelines, policies, notices, circulars, directions and judgments of any governmental authority, each having the force of law, as applicable to any party to these Terms.
“Intellectual Property Rights” include but are not limited to all right(s), title(s) and interest(s), without limitation, copyright, designs, trade marks, patents, trade secrets, in all territories of the world, whether or not registrable in any or all such territories.

(4) Use of the Site:

You may access the Site with or without registration. However, certain functionalities such as online purchasing of Products through the Site may require registration.
The Company may collect certain information including personal information from you during the registration process which shall be governed by and subject to the Privacy Policy of the Company.You are requested to refer to the Privacy Policy of the Company for further details. For accessing and/ or using the Site, you agree to comply with the following:
(a) Provide and maintain true and accurate information about yourself or your employer or third party on whose behalf you are accessing our Site, on and for the purposes of our Site;
(b) To take full responsibility for all activities and purchases undertaken by you through our Site;
(c) To not share your password for your account on our Site with any person including personsassociated with our Company and to immediately notify the Company along with evidence in case there is any unauthorized use of your account on the Site.
(d) To comply with all Applicable Laws. You shall use the Site and its contents only for lawful purposes. You agree not to use the Site and / or its contents:
(a) in any manner violative of Applicable Laws;
(b) to hold out, impersonate in any manner, as being connected to the Company and / or as its representative, officer, employee, staff and/ or any person associated with the Company;
(c) to send, publish and/ or transmit any unauthorized and/ or unlawful communications, advertisements, promotional material including spam, junk mail;
(d) to do any act or omission which may restrict, inhibit or interfere with any other person’s use, access or enjoyment of the Site and / or cause harm to the Company, as may be determined by the Company;
(e) to use any automated login, robots, spider or other automated devices to log in to your account with our Site and/ or to make any purchases thereonand / or use, copy and/ or monitor for any purpose whatsoever including data mining, any data and/ or content available on the Site.
(f) to attempt to access or access in an unlawful and /or unauthorized manner, attack, damage the content and/ or functioning of the Sitein any manner whatsoever and / or any electronic records and/ or resources associated with the Site.
(g) to introduce any virus, trojan and/ or any other such malicious and/ or harmful material on the Site.

(5) Purchases:

(a) You acknowledge that in addition to these Terms, terms contained in other sales documentation and/ or communications of the Company including but not limited to quotations, invoices, order confirmations, shipping documents etc. will apply to purchases made through the Site. Payment, taxes, shipping and delivery terms for the Products shall be separately communicated by the Company to you in writing at the time of providing quotation(s) or at any time thereafter.
(b) Company reserves the right to refuse, cancel or modify any order placed by you with an attempt to notify you of such cancellation or modification by email or other contact details provided by you at the time of placing the order. If any order is cancelled by the Company for no fault, breach or failure of the User, any payment already received by Company for such order, shall be refunded to the User.
(c) The Products displayed on our Site may not be available at all times. Company reserves the right to discontinue or revise its Product list from time to time.
(d) Return & Refunds Policy: The terms and conditions of the Company’s return & refunds policy as applicable from time to time shall be communicated to Users at the time of providing quotation or at any time thereafter.
(e) Taxes All prices, fees and other amounts that may be referred to in these Terms, including any prices and fees set forth on the Site, do not include any sales, use, goods and services ("GST") or similar taxes or withholding taxes or any customs, duties or tariffs that may be assessed by any governmental authority or that are otherwise payable under Applicable Laws with respect to the purchase, sale and transactions contemplated hereunder (collectively, "Taxes").
(f) Payment:

(i) You agree to pay all fees, price, taxes or charges to your account as and when they become due and payable.
(ii) By providing your payment details to the Company, you agree that Company is authorized to immediately invoice your account for all fees, price or charges due and payable by you to Company and no separate consent shall be required.
(iii) You agree to immediately notify the Company of any change in your billingor shipping details.

(6) Term and Termination:

These Terms shall remain valid and subsisting until revision and/or modification thereof by Company.
Company may terminate your use of the Site and deny you access to the Site in its sole discretion, including on account of your: (i) violation of these Terms; (ii) breach of your obligations or (ii) lack of use of the Site. You agree thatany termination of your access to the Site may be effected without prior notice, and you acknowledge and agreethat the Company may immediately deactivate or delete your account and all related information and/or bar any furtheraccess to your account or the Site, without prejudice to other rights and remedies that the Company may have against you in law.
If you use the Site in violation of these Terms, the Company may, in its solediscretion, retain all data collected from your use of the Site. Further, you agree that the Company shall not be liable toyou or any third party for the discontinuation or termination of your access to the Site.

(7) Intellectual Property Rights:

All rights, title and interests including but not limited to ownership of copyright, trade marks, designs, patents and all other Intellectual Property Rights in and to any and all specifications,packaging, labels,designs, drawings, layouts, photographs, images, screen shots, icons, logos, marks, names, know-how, methods, trade secrets, materials, infrastructure, source codes, processes, production methods, improvements etc. in relation to the Products and / or Site shall vest solely, exclusively and in perpetuity with the Company and/ or its successors and/ or assigns throughout the world.
Use of the Products and/ or thisSite shall give the Users only limited right to use the Site.
Users shall not be entitled to reproduce, make copies, distribute, make adaptations, reverse engineerand/ or in any manner commercially exploit the Intellectual Property Rightsincluding trade marks, trading name, patents, copyright, photographs, images etc. of the Company without prior written license of the Company.
Users shall not commit any act and/ or omission, directly or through others, which is likely to jeopardize and / or prejudice and/ or dilute and/or challenge the ownership and/ or rights, titles and / or interests of the Company in the Intellectual Property, Productsand/ or theSite.

(8) Limitationof Liability:

You acknowledge and agree that the Products provided through this Site are on an ‘as is’ and ‘as available’ basis.
To the fullest extent permitted by the Applicable Laws, the Company, its affiliates, their respective officers, directors, partners, employees, agents, licensors, contractors, representatives (“Company Parties”), disclaim all warranties, other than those expressly set out herein, in connection with the Products including your use of the Site.
To the fullest extent permitted by the Applicable Laws, notwithstanding anything contained in these Terms, Privacy Policy or any other document, the Company makes no warranties or representations and assumes no responsibility for any (i) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Site and/ or Products, (ii) any unauthorized access to or use of our serversand/or any and all personal information stored therein, (iv) any interruption or cessation of transmission to or from the services, (v) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the services through the actions of any third party, and/or (vii) any errors or omissions in any applications whether based on warranty, contract, tort, or any other legal theory, and whether or not the Company is advised of the possibility of such damages, (viii) your failure to keep your password or account details secure and confidential.
Downloading of content from our Site is done at your own discretion and risk and you will be solely responsible for any damage to your computer system, mobile phone or other device or loss of data that results from the download of any such content.
In no event shall the Company be liable to you for any indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, however caused and under any theory of liability, including but not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss.
The information on the Site may contain typographical errors or inaccuracies and may not be complete. Company reserves its right to correct any errors, inaccuracies or omissions and to change or update the information at any time with or without prior notice and even after you have placed any order.

(9) Indemnity:

You agree to indemnify, defend, and hold harmless,Company Parties from and against any third party claims,damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses(including reasonable legal fees) suffered or reasonably incurred by Company Parties,
arising as a result of, or in connectionwith: (i) your unauthorized use of the Site; (iii) your access to and use of the Site and/ or Products; (iv) your violation of any rights of another party; or (v)your breach of these Terms.
Company reserves the right, at yourexpense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Company Parties and you agree to cooperate with Company’s defense of these claims. You agree not to settle any matter in which any of the Company Partiesis named as a defendant and/or for which you have indemnity obligations without Company’s prior written consent.

(10) Confidentiality:

You agree to keep confidential and not to disclose or use for your own benefit or the benefit of any third party (except as may be required for the performance of Services or as may be required by law), any information which is proprietary or confidential to Companyto which you may have access during your communication with the Company and/ or for purchase of Products.  The confidentiality obligations however shall not extend to any information, documents, or materials that you can demonstrate by documentary evidence as having (a) become publicly available without breach of this provision, (b) are received from athird party authorized to disclose such information, without any restriction to disclosure or use. The confidentiality obligations herein shall survive termination of these Terms.
Company shall not be liable in any manner for fines and/ or penalties and/ or any punishments imposed on Usersfor violation of privacy and/ or data protection.

(11) Relationship:

None of the provisions of these Terms shall be deemed to constitute a partnership or agency between you and the Company and you shall have no authority to bind Company in any form or manner whatsoever.

(12) Assignment:

You shall not assign your rights and/ or obligations under these Terms to any person.

(13) Governing Law& Courts:

These Terms shall be governed by the provisions of the laws of India and any dispute arising out of these Terms and/ or connected therewith, including but not limited to its interpretation, existence, performance, non-performance, violation, etc. shall be subject to the exclusive jurisdiction of the courts in [*].

(14) Severability:

If any provision of these Terms is rendered void, illegal or unenforceable in any respect under Applicable Laws, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

(15) Waiver:

Any waiver or failure by Company to enforce any provision of these Terms on one occasion shall not be construed a waiver of any other provision or of such provision on any other occasion.

(16) Force Majeure:

Company shall not be responsible for any delay or failure in performance of any part of these Terms to the extent that such delay is caused by events or circumstances beyond its reasonable control including but not limited to any acts of God, wars, riots, terrorists, insurrection, accident, fire, floods, epidemic, pandemic, government restrictions, lockdowns, explosion, power, civil commotion, or any other unavoidable cause.

(17) Modification:

Company reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or to modify these Terms, at any time and without prior notice. By continuing to access or use the Site after the modification of these Terms, you shall be deemed to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site.