Please read these Terms carefully, as they set out our and your legal rights and obligations in relation to our Website.
By using our Website you agree to be bound by these Terms; and if register with the Website, we will ask you to specifically agree to these Terms.
We will not file a copy of these Terms specifically in relation to you, and they may not be accessible on our Website in future. You should therefore print a copy of these Terms for future reference.
These Terms are available in the English language only.
We provide a marketplace for Buyers and Sellers. We are not party to the sale or purchase of Products sold via the Website by a Seller to a Buyer, and accordingly we will not be liable to any person in relation to any such sale or any Seller's offer for sale of Products. Except for our limited role in processing payments, we are not involved in any underlying transaction between Buyers and Sellers in any way. See Clause 14.7 for more details.
Where MolPort sells Products directly via the Website, such sales will be exclusively governed by the MolPort Terms of Sale and Supply.
We would also like to draw your attention, in particular, to Clause 3.2 of these Terms, which provides that you must not conduct any systematic data collection, scraping, data mining, data extraction or automated data harvesting activities on or in relation to the Website.
1. Definitions and interpretation
1.1 In these Terms:
"Buyer" means a person (legal or natural) who buys or proposes to buy Products from a Seller via the Website (which person may be MolPort itself (where MolPort notifies the Seller that this is the case));
"Catalogue Information" means information about Products held on or in relation to the Website;
"Force Majeure Event" means any event which is beyond our reasonable control (including without limitation failures of or problems with the internet or a part of the internet, failures of any of our internet service providers, hacker attacks, virus and other malicious software attacks or infections, power failures, industrial disputes affecting any third party, governmental regulations, fires, floods, disasters, civil riots, terrorist attacks or wars);
"Intellectual Property Rights" means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application or right of application), including without limitation copyright, moral rights, performers' rights, performers' moral rights, know-how, confidential information, trade secrets, business names and domain names, trade marks, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off;
"MolPort Fee" has the meaning given to it in Clause 11.1;
"MolPort Guarantee" means the guarantee provided by MolPort to protect Buyers as detailed on the Website;
"Products" means the chemicals and chemical compounds intended primarily for laboratory research offered for sale and sold by Sellers to Buyers via the Website;
"Purchase Price" means the amount payable by a Buyer to a Seller in respect of a purchase of Products made via the Website;
"Quote" means a non-binding quotation provided by a Seller in response to a Buyer request for Products in accordance with Clause 7 (which must include all of the Seller's terms and conditions of sale);
"Seller" means a person who sells or proposes to sell Products via the Website (excluding SIA MolPort and MolPort Inc - sales of Products by these companies will be governed exclusively by the MolPort Terms of Sale and Supply);
"Seller Information" means all information relating to the Seller and/or the Seller's Products hosted or published on, or transmitted via, the Website, or supplied or provided to Buyers;
"Seller Terms" means the Seller's terms and conditions for the sale of Products;
"User Content" means all works, materials and content that you copy, store, host, transit, send, publish or distribute via the Website; and
"Website" means the website at www.MolPort.com or any successor site operated by us from time to time.
1.2 References in these Terms to "we" or "us" mean: (i) where the Buyer and the Seller are both situated in the USA, MolPort Inc of 1209 Orange Street, Wilmington, Delaware 19801, USA; and (ii) otherwise, SIA MolPort of Smerla iela 3, Riga, LV-1006, Latvia.
1.3 References in these Terms to "you" mean: the person using the Website; and in the case of Buyers, the person (natural or legal) making or proposing to make a purchase of Products; and in the case of Sellers, the person (natural or legal) making or proposing to make a sale of Products.
2. Intellectual Property Rights
2.1 We or our licensors own the Intellectual Property Rights in the Website and material on the Website.
2.2 You may view, download for caching purposes only, and print pages from the Website for your own use and for distribution within your organisation, subject to the restrictions below.
2.3 Save where you are acting in relation to material in which you own or are the licensee of the relevant rights, you must not:
2.4 You must not edit or otherwise modify any material on the Website, save:
2.5 You grant to us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable licence:
3. Acceptable use
3.1 You must not use the Website:
(c) to copy, store, host, transit, send, publish or distribute:
(i) mass mailings or spam or any other material that may cause inconvenience or annoyance to an internet user;
(ii) material which: is defamatory, obscene, indecent, hateful, discriminatory or inflammatory; infringes any person's Intellectual Property Rights or rights of confidence; impinges upon any person's privacy; constitutes incitement to commit a crime; or is misleading, deceptive, sexually explicit, threatening, abusive, harassing or menacing; or
(iii) material which is illegal or unlawful, or material which could give rise to legal action under English law or any other applicable law.
3.2 You must not conduct any systematic data collection, scraping, data mining, data extraction or automated data harvesting activities on or in relation to the Website.
3.3 You must not use the Website to copy, store, host, transit, send, publish or distribute any material which consists of (or directly or indirectly links to) any viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
4. Registered users
4.1 Access to certain areas of the Website is restricted to registered users.
4.2 We reserve the right to restrict access to other areas of the Website, or indeed the whole Website, at our discretion.
4.3 You warrant that all information that you provide during the registration process is true, accurate, reasonably complete, and not misleading.
4.4 You undertake to keep all information we hold in our database submitted by you up-to-date.
4.5 You must not allow any other person to use any user ID and password, and you must ensure that your user ID and password are kept confidential.
4.6 You accept responsibility for all activities that occur under or in relation to your user ID and password.
4.7 We reserve the right to reject at any time any registered user or application to become a registered user in our sole discretion.
5. Website services
5.1 The services available on the Website for all registered users include:
5.2 The services available on the Website for Sellers include:
5.3 The Website services will be provided free-of-charge, save that the MolPort Fee will be payable by Sellers in respect of all Products sold via the Website.
5.4 We may vary the services available on the Website in our absolute discretion at any time, with or without notice.
6. Seller Information and Products
6.1 Sellers must ensure that all Seller Information:
6.2 If you become aware of any Seller Information on the Website which breaches these Terms, you must notify us immediately.
6.3 The only Products which may be sold and/or offered for sale via the Website are chemical compounds intended primarily for laboratory research which it is legal for the Seller to sell and offer for sale under all applicable laws.
6.4 If a person believes that Seller Information relating to them has been published upon the Website in error, they should contact us and we will investigate and, where appropriate, remove such information. We will usually deal with any such errors within 30 days of receipt of notice of the error.
7. The purchasing process
7.1 In order to request a Quote for the supply of Products from a Seller, a Buyer must:
7.2 We will then contact the selected Seller (or, where no specific Seller has been selected, we will contact one or more of the Sellers offering the relevant Products for sale) to request a Quote.
7.3 Where a Quote or Quotes are provided, we will pass those on to the Buyer.
7.4 The Buyer may accept a Quote by giving to us written notice of acceptance of the Quote.
7.5 A contract between the Seller and the Buyer for the sale and purchase of the relevant Products will come into force (unless the Buyer and the Seller expressly agree otherwise) if (and only if) having received confirmation from a Seller that an order will be fulfilled, we:
7.6 The only Products which may be bought via the Website are chemical compounds intended primarily for laboratory research which it is legal for the Buyer to buy and use under all applicable laws.
8. Order fulfillment
8.1 Sellers must respond to requests for Quotes, provide Quotes and respond to acceptances of Quotes by Buyers within a reasonable time; and Sellers must use all reasonable endeavours to meet the following response times:
8.2 Sellers and Buyers must comply with the Seller Terms in all respects.
8.3 Sellers and Buyers must comply with all applicable laws in relation to any proposed or actual sale or purchase of Products.
9. Minimum contractual standards
9.1 Sellers must ensure that their Seller Terms meet the following minimum standards, and Sellers undertake to MolPort that:
10. Buyer payments and obligations
10.1 The Buyer must pay to MolPort by credit card or bank transfer and in accordance with the payment instructions on the Website all amounts due under a contract for the sale and purchase of Products entered into via the Website.
10.2 MolPort will remit any payment properly received under Clause 10.1 to the appropriate Seller within 30 days of receipt of the payment in full in cleared funds, subject to deduction of the MolPort Fee in accordance with Clause 11.
10.3 The Buyer hereby agrees to the terms of the MolPort Guarantee (as updated from time to time by MolPort in its sole discretion).
10.4 Buyers and Sellers agree that it is their responsibility to determine whether value added taxes, sales taxes, or other taxes apply to their transactions and to collect, report, and remit any such tax to the appropriate tax authorities.
11. MolPort Fee
11.1 In respect of each sale of Products made by a Buyer in accordance with the provisions of these Terms, the Seller must pay to us:
11.2 We may (in our sole discretion) either:
11.3 We will be entitled to charge interest on any overdue amount under this Agreement at the annual rate of 8% above the US base rate of HSBC Bank Plc from time to time. Such interest will accrue daily and be compounded quarterly.
12. Limited warranties
12.1 You warrant to us that:
12.2 Whilst we endeavour to ensure that the information on the Website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the Website remains available or that the material on the Website is kept up-to-date.
12.3 We do not undertake to monitor your use of the Website or the posting of any material by you or any third party on the Website.
12.4 Subject to the warranties expressly set out in these Terms, we do not grant to you any warranties or make any representations relating to the Website or your use of the Website, and we exclude all such warranties and representations.
You will indemnify us and keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any term of these Terms, or arising out of any claim that you have breached any term of these Terms.
14. Limitations and exclusions of liability
14.1 Nothing in these Terms will exclude or limit our liability for fraud, for death or personal injury caused by our negligence, or for any other liability which cannot be excluded or limited under applicable law.
14.2 Subject to Clause 14.1 we will not be liable to you for:
arising under these Terms or in connection with the Website, whether arising in tort, contract, or otherwise.
14.3 In addition, and subject to Clause 14.1, to the extent that information and services on the Website are provided free-of-charge, you acknowledge that it would be unreasonable to hold us liable in respect of that information and those services, and we exclude all liability in relation to that information and those services.
14.4 We will not be liable for any loss or damage arising out of a Force Majeure Event. Where a Force Majeure Event gives rise to a failure or delay in us performing our obligations under these Terms, those obligations will be suspended for the duration of the Force Majeure Event.
14.5 If, notwithstanding the limitations of liability in these Terms, we are found to be liable to you, our liability will be limited in any 12 month period to the greater of:
14.6 You accept that we have an interest in limiting the personal liability of our officers and employees. Having regard to that interest, and subject to Clause 14.1, you accept that we are a limited liability entity and agree that you will not bring any claim personally against individual officers or employees in respect of any losses you suffer in connection with the Website. The provisions of this Clause 14.6 will not limit or exclude the liability of the company itself for the acts and omissions of our officers and employees.
14.7 Subject to Clause 14.1, Buyers and Sellers acknowledge that:
and accordingly we will not be liable to any person, whether acting as Buyer or Seller or otherwise, in relation to the offer for sale or sale or purchase of any Products via the Website; furthermore we are not responsible for the enforcement of any contractual obligations arising out of a contract for the sale or purchase of any Products and we will have no obligation to mediate between parties to any such contract.
14.8 Sellers and Buyers:
15. Breaches of these Terms
15.1 Without prejudice to our other rights under these Terms, if you breach these Terms in any way, or if we reasonably suspect that you have breached any of these Terms in any way, we may:
15.2 Where we suspend or prohibit your access to the Website or a part of the Website, you must not take any action to circumvent such suspension or prohibition (including without limitation using a different account).
16.1 The Website includes links to other websites provided by third parties. These links are not recommendations, and are provided for your information only. We have no control over the contents of those websites, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
16.2 MolPort and our logo are trade marks belonging to us. We give no permission for the use of these trade marks, and such use may constitute an infringement of our rights. The other registered and unregistered trade marks or service marks on the Website are the property of their respective owners. Unless stated otherwise, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.
16.3 If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect, and such invalid or unenforceable provisions or portion thereof will be deemed omitted.
16.4 No waiver by us of any provision of these Terms, whether by conduct or otherwise, in any one or more instances, will be deemed to be, or be construed as, a further or continuing waiver of that provision or any other provision of these Terms by us.
16.5 The agreement under these Terms is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person. The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement under these Terms is not subject to the consent of any third party.
16.6 You may not assign, charge, sub-contract or otherwise transfer your rights and/or obligations under these Terms. Any attempt by you to do so will be null and void. We may assign, charge, sub-contract or otherwise transfer our rights and/or obligations under these Terms without giving you notice or obtaining your consent.
16.7 We may vary these Terms from time-to-time by posting a revised version on the Website. Your continued use of the Website thereafter will constitute your acceptance of the revised Terms.
16.8 These Terms, and in the case of Buyers the MolPort Guarantee, constitute the entire agreement between you and us in relation to your use of the Website, and supersede all previous agreements in respect of your use of the Website.
16.9 These Terms will be governed by and construed in accordance with English law.
17. About us
17.1 The website is owned and operated by SIA MolPort, a limited liability company established under the law of Latvia and having its principal place of business at Smerla iela 3, Riga, LV-1006, Latvia and by MolPort Inc of 1209 Orange Street, Wilmington, Delaware 19801, USA.
17.2 SIA MolPort's company registration number is 40003881547 and its VAT number is LV40003881547.
17.3 If you wish to contact SIA MolPort or MolPort Inc, you should do so by writing to the above address or by email to info@MolPort.com.
Version 1.1, January 15, 2011