Terms of Sale and Supply
Please read these Terms carefully, as they set out our and your legal rights and obligations in relation
Products that we sell.
If you purchase Products on our website from Molport, we will ask for your express agreement to these
purchase from another seller, these Terms do not apply.
We will not file a copy of these Terms specifically in relation to you, and they may not be accessible
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 accept orders from commercial, educational and governmental institutions and organisations. Private
must not order Products from our website.
1. Definitions and interpretation
1.1 In these Terms:
"Contract" means a contract between Molport and the Customer for the sale and supply of
in accordance with Clause 3;
"Customer" means the customer for the Products identified on the online order form or
order or other
order form submitted to Molport;
"Force Majeure Event" means an event, or a series of related events, that is outside
of the party affected (including power failures, strikes or other industrial disputes affecting any
changes to the law, embargos or other governmental regulations or actions, disasters, accidents,
floods, storms, lightning, riots, vandalism, theft, terrorist attacks and wars);
"Intellectual Property Rights" means all intellectual property rights wherever in the
registrable or unregistrable, registered or unregistered, including any application or right of
rights (and the "intellectual property rights" referred to above include copyright and related rights,
database rights, confidential information, trade secrets, know-how, business names, trade names, domain
marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility
semi-conductor topography rights and rights in designs);
"Molport" means Molport SIA, a limited liability company established under the law of Latvia (company
number 40003881547) having its principal place of business at Lacplesa street 41, Riga, LV-1011, Latvia,
Inc. (company EIN 83-4636169) of Molport, Inc. c/o Slokenbergs PLLC, 291 Main Street, Beacon, New York,
"Product Liability Claim" means any claim, dispute and/or proceedings resulting from or
with any death, personal injury or damage to property caused in whole or part by the Products;
"Products" means the products that are or may be purchased by the Customer from Molport
namely chemical compounds for use in laboratory research projects; and
"Terms" means these terms of sale and supply.
1.2 In these Terms, a reference to a statute or statutory provision includes a reference to:
- (a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to
- (b) any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of these Terms.
1.4 In these Terms, "persons" include companies, partnerships, limited liability partnerships,
associations and trusts.
1.5 The ejusdem generis rule is not intended to be used in the interpretation of these Terms.
2. These Terms
2.1 These Terms contain the only conditions upon which Molport will deal with the Customer, and they
Contracts to the exclusion of all other terms and conditions.
2.2 Without prejudice to Clause 2.1, any reference to any of the Customer's terms and conditions in any
forming part of or evidencing a Contract will not have the effect of incorporating any such terms and
into the Contract, nor of forming any other contract between the parties for the purchase of the
3.1 The advertising of Products on www.Molport.com, and any quotation given by Molport for the supply of
constitutes an "invitation to treat" and not a contractual offer.
3.2 No contract will come into force between Molport and the Customer for the sale and supply of
accordance with this Clause 3.
3.3 There are two distinct procedures for entering into Contracts with Molport for the sale and supply
- (a) Contracts may be entered into using the shopping cart and checkout procedure on www.Molport.com
Clause 3.4; or
- (b) Contracts may be entered into using the quotation procedure detailed in Clause 3.5.
3.4 In order to enter into a Contract to purchase products from Molport using the shopping cart and
procedure, the Customer will need to take the following steps:
- (a) the Customer must add the products the Customer wishes to purchase to the shopping cart, and
- (b) if the Customer is a new customer, the Customer may then create an account with Molport and log
Customer is an existing customer, the Customer may enter its login details; Customers may also
to make a
purchase without registering;
- (c) the Customer must next select the preferred method of delivery and confirm the order and the
consent to these terms of sale and supply;
- (d) unless the Customer is a Molport account holder and opts to pay using its account, the Customer
transferred to the website of Molport's payment services provider, who will process the Customer's
Customer must also send to Molport using the website contact form details of any specific version of
that may be required, such as specific salt form, stereo or nuclear isomer, and details of any
- (e) Molport will next send to the Customer an initial acknowledgement (including confirmation of the
the relevant Products);
- (f) once Molport has checked whether it is able to meet the order, Molport will either send to the
order confirmation (at which point the order will become a binding Contract) or Molport will confirm
that it is unable to meet the order; and
- (g) before an order is placed, the Customer will have the opportunity of identifying whether any
have been made, and or correcting such input errors.
3.5 This Clause 3.5 sets out the procedure by which a Contract may be entered into between Molport and
where Molport issues a quotation to the Customer:
- (a) in order to request a quotation for the supply of Products, the Customer must: (i) identify the
required using the website search and browse facilities; and (ii) contact Molport to request a
providing full details of the Products required (including details of any specific version of a
be required, such as specific salt form, stereo or nuclear isomer, and details of any specific
required), the address for delivery, and any specific date for delivery;
- (b) Molport may then provide a written quotation to the Customer, which will be valid for 30 days or
period as Molport may specify in the quotation;
- (c) the Customer may indicate that the terms of the quotation are acceptable by giving to Molport
that that is the case (for the purposes of contract law, this shall be deemed to be an offer by the
Molport to enter into the Contract); and
- (d) a Contract between Molport and the Customer for the sale and purchase of the relevant Products
into force (unless Molport and the Customer expressly agree otherwise) if and only if Molport: (i)
Customer that the order will be fulfilled; and (ii) receives in cleared funds from the Customer all
in respect of the Products (unless the Customer has a Molport account, in which case the Contract
force when Molport notfies the Customer that the order will be fulfilled).
3.6 Molport may cancel a Contract insofar as it relates to particular Products, by giving to the
notice of cancellation at any time before delivery of those Products, if:
- (a) a Force Majeure Event prevents the sourcing or delivery of the Products; or
- (b) the Products in question are or become out of stock,
in which cases any amounts paid to Molport under the Contract will (at the option of the Customer) be
the Customer or a credit note will be issued to the Customer.
3.7 Molport may increase and otherwise amend:
- (a) the price of Products under a Contract; and/or
- (b) the other charges and costs payable under a Contract,
by giving to the Customer written notice of the increase at any time before the shipping of those
is a material increase in the cost to Molport of obtaining the Products or of paying the other charges
providing that any increase under this Clause must not exceed the amount of the increase in cost to
4.1 Unless otherwise agreed in writing:
- (a) all Products will be delivered to the address specified by the Customer;
- (b) Molport will be responsible for arranging loading, carriage, transport, unloading and for
Products for export;
- (c) Molport will be responsible for paying all costs relating to loading, carriage, transport,
export of the Products (subject to reimbursement in accordance with Clause 7); and
- (d) risk in the Products will pass from Molport to the Customer when the Products are dispatched to
(whether dispatched by Molport or by a third party).
4.2 Unless otherwise agreed in writing, the Customer will be responsible for clearing the Products for
the destination jurisdiction, and for paying (directly to the relevant authorities) any applicable
4.3 If the parties agree, or if Product availability means that a single delivery is in Molport's
impractical or undesirable, the delivery of the Products under a Contract will be by instalments. In
circumstances, each instalment will constitute part of a single Contract, and not separate contracts. A
delay in the
delivery of any part of a Contract's Products will not relieve the Customer of its obligation to accept
4.4 Molport shall aim to delivery Products to the Customer on or around the estimated delivery date or
specified by Molport during the checkout process or quotation process, but does not guarantee that the
be delivered on that date or those dates.
5.1 Legal and equitable title to the Products will pass from Molport to the Customer upon the later of:
- (a) delivery of the Products; and
- (b) receipt by Molport of all amounts due from the Customer to Molport under the relevant Contract.
5.2 Until title to the Products has passed to the Customer:
- (a) the Customer will hold the Products as fiduciary agent and bailee of Molport;
- (b) the Customer will: (i) store the Products at its own premises in a secure, safe, dry and clean
separately from other products and goods; (ii) ensure that the Products are easily identifiable as
Molport; (iii) not deface, destroy, alter or obscure any identifying mark on the Products or their
(iv) ensure that no charge, lien or other encumbrance is created over the Products; and (v) deliver
Products to Molport upon demand.
5.3 Molport may bring an action for the price of Products, and any other amounts due under a Contract,
notwithstanding that title to the Products has not passed to Customer.
6. Customers acknowledgements and obligations
6.1 The Customer acknowledges that the Products may be hazardous, and undertakes to properly and fully
and verify such hazards before purchasing Products and also before using the Products for any particular
6.2 The Customer acknowledges that the Products are intended primarily for laboratory use and, unless
indicated by Molport, must not be used for other purposes, including as, or as or a component in, any
medical device (including in vitro diagnostic reagents), cosmetics or pesticide.
6.3 The Customer acknowledges that Molport does not test Products purchased for safety or efficacy as a
medical device, cosmetic, pesticide or component thereof.
6.4 The Customer acknowledges that the hazards, physiological properties and toxicological properties of
Products may have not yet been fully investigated and/or determined and accordingly that the Products
handled with the utmost caution when they are used, stored or during disposal, by individuals familiar
potential hazards and who have been fully trained in proper safety, laboratory, and chemical handling
6.5 The Customer must warn its own customers and any other persons likely to come into contact with the
all hazards associated with the Products.
6.6 The Customer must comply with all applicable laws, rules and regulations relating to, and must
licences, permits and approvals required in relation to the marketing, promotion and advertising of the
and the import, export, distribution, sale, supply and delivery of the Products.
6.7 The Customer must ensure that its use of the Products is fully in accordance with any instructions
the Customer by Molport or by the manufacturer or supplier of the Products.
7. Prices and payment
7.1 Guideline prices for Products are quoted on the www.Molport.com website in Euros and US Dollars. The
prices are ex works, and exclude taxes and duties, and delivery, handling, hazard and minimum order
7.2 Prices for Products change regularly, and Molport will specify the actual prices for the Products:
- (a) in the case of a purchase on the website, following receipt of the Customer's order; and
- (b) in the case of a purchase upon quotation, with the written quotation provided to the Customer,
subject, in each case, to variation in accordance with Clause 3.7.
7.3 In addition to the price of the Products, the Customer will have to pay delivery, handling, hazard
minimum order charges, which Molport will specify at the same time as the price is confirmed under
subject also to variation in accordance with Clause 3.7.
7.4 Unless the Customer has a Molport account, payment must be made upon the submission of the
these circumstances Molport may withhold the Products and/or cancel the Contract if payment is not
Customer in full in cleared funds.
7.5 From time to time Molport may agree to open an account for a Customer, enabling the Customer to pay
Where the Customer holds an account, then upon or following the dispatch of Products, Molport will send
Customer an invoice for payment of the price of those Products, and the Customer must pay the full
such invoice within 30 days following the date on the invoice. Customer accounts will be subject to such
limits as Molport may notify to the Customer from time to time. Where a partial dispatch is made under a
Molport will issue an invoice for the dispatched Products only. The Customer must not delay the payment
invoice on the grounds of a partial dispatch or delivery.
7.6 All amounts specified on the www.Molport.com website or in a quotation or otherwise payable to
Contract are (unless the context requires otherwise) stated exclusive of all value-added taxes, sales
and services taxes, custom duties, inspection fees, testing fees, export/import taxes and duties and any
governmental tax, duty or fee imposed by any governmental authority on the Products or the Contract,
payable by the Customer in addition to the price of the Products and other amounts due under these
7.7 Payment for all Products must be made by credit or debit card on the www.Molport.com website (in the
online purchases) or by bank transfer.
7.8 If the Customer does not pay any amount properly due to Molport under or in connection with a
may charge the Customer:
- (a) liquidated damages to compensate Molport for the time and costs spent dealing with the
10% of the outstanding balance; and
- (b) interest on the overdue amount at the rate of 1% per month above EURIBOR (compounded at the end
7.9 The Customer shall not be entitled in any circumstances to withhold or set-off any payment for the
under the Contract.
8. Warranties and indemnity
8.1 Molport warrants to the Customer that:
- (a) Molport has (or will have at the relevant time) the right to sell the Products;
- (b) the Products are free from any charge or encumbrance, subject to Clause 5;
- (c) the Customer shall enjoy quiet possession of the Products, subject to the rights referred to in
- (d) the Products correspond to: (i) in the case of a sale of Products following quotation, any
the Products supplied by Molport to the Customer (excluding information on the www.Molport.com
(ii) in the case of a sale of Products using the website checkout procedure, the manufacturer
manufacturer catalogue number stated on the website and the image of the chemical structure of the
published on the website.
8.2 The Customer warrants to Molport that:
- (a) the Customer is legally capable of entering into binding contracts, and has full authority,
capacity to agree to these Terms;
- (b) the information provided by the Customer in relation to the Contract is accurate and complete;
- (c) the import of the Products into the jurisdiction for delivery will not be unlawful, and is the
be able to accept delivery of the Products in the manner anticipated by the Contract;
- (d) where a Products (as specified in accordance with Clause 8.1(d)) may exist in several types or
and the Customer requires a specific type or variation, that will be specified in the Customer's
- (e) the Customer will properly test and use the Products and any article or compound made from or
the Products in accordance with the good industry practice and in compliance with all applicable
- (f) the Customer is a commercial, educational and governmental institution or organisation, and not
8.3 All of the parties' warranties, liabilities and obligations in respect of the subject matter of each
are expressly contained in these Terms or elsewhere in the relevant Contract. Subject to Clause 12.1 and
maximum extent permitted by applicable law, no other terms concerning the subject matter of a Contract
implied into that Contract or any related contract.
8.4 The Customer hereby indemnifies Molport and undertake to keep Molport indemnified against all and
liabilities, losses, damages, expenses and costs (including legal expenses and amounts paid in
demand, action or claim) arising, directly or indirectly, out of a breach by the Customer of any of its
under a Contract or any use by the Customer of the Products supplied under a Contract.
9. Inspection and returns
9.1 Within 10 days following the delivery of Products, the Customer must inspect those Products and
in writing of any shortage or defects in, or damage to, those Products. If the Customer fails to notify
any such matter within this 10 day period, the Products shall be conclusively deemed to conform to the
Contract, and to have been irrevocably accepted by the Customer.
9.2 If Products do not comply with any warranty given by Molport under a Contract, and the Customer has
Molport in accordance with Clause 9.1, the Customer may with the prior agreement of Molport return those
Molport or dispose of those Products in accordance with Molport' instructions, for (at the option of
- (a) replacement Products;
- (b) a credit note in respect of the price of the Products (including charges paid by the Customer to
respect of the delivery and handling of the Products) (such credit note to be offset against future
from Molport); or
- (c) a refund of the price of the Products (including charges paid by the Customer to Molport in
delivery and handling of the Products),
plus, where the Products are returned to Molport with the prior agreement of Molport, a full credit of
reasonable costs of returning the Products.
9.3 Products returned under Clause 9.2 must be:
- (a) properly packed by the Customer in accordance with Molport's instructions;
- (b) sent by appropriate delivery means in accordance with Molport's instructions; and
- (c) returned to the address and in accordance with any timetable specified by Molport (or, if no
specified, within 10 days following Molport consenting to the return of the Products).
9.4 Any Products returned in contravention of the provisions this Clause 9 will not be the subject of
replacements or other remedies, and where applicable the Customer will continue to be liable for payment
price of such Products.
9.5 For the avoidance of doubt, the "Guarantee" document published on the Molport website does not apply
of Products directly by Molport.
10. Product Liability Claims
The Customer will:
- (a) promptly notify Molport upon becoming aware of any accident involving the Products or any
the Products that may give rise to a Product Liability Claim;
- (b) promptly notify Molport upon becoming aware of a Product Liability Claim; and
- (c) provide to Molport all reasonable assistance in relation to any actual or potential Product
including making available to Molport all statements, reports and tests made by the Customer or made
to the Customer by a third party.
11. IPR disclaimer
Subject to Clause 12.1, Molport does not warrant or represent that the Products, or that the supply,
the Products whether alone or in combination with any other products, will not infringe any patent
Intellectual Property Rights.
12. Limitations and exclusions of liability
12.1 Nothing in the Contract will:
- (a) limit or exclude the liability of a party for death or personal injury resulting from
- (b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that
- (c) limit any liability of a party in any way that is not permitted under applicable law; or
- (d) exclude any liability of a party that may not be excluded under applicable law.
12.2 The limitations and exclusions of liability set out in this Clause 12 and elsewhere in these Terms:
- (a) are subject to Clause 12.1; and
- (b) govern all liabilities arising under the Contract or in relation to the subject matter of the
including liabilities arising in contract, in tort (including negligence) and for breach of
12.3 Molport will not be liable in respect of any loss of profits, income, revenue, use, production or
12.4 Molport will not be liable for any loss of business, contracts or commercial opportunities.
12.5 Molport will not be liable for any loss of or damage to goodwill or reputation.
12.6 Molport will not be liable in respect of any loss or corruption of any data, database or software.
12.7 Molport will not be liable in respect of any special, indirect or consequential loss or damage.
12.8 Molport will not be liable for any loss or damage resulting from incorrect handling, storage, usage
of the Products.
12.9 Molport will not be liable for any losses arising out of a Force Majeure Event.
12.10 Molport's aggregate liability under a Contract will not exceed the total amount paid or (if
by the Customer to Molport under the Contract.
13. Force majeure
13.1 Where a Force Majeure Event gives rise to a failure or delay in Molport performing its obligations
Contract, those obligations will be suspended for the duration of the Force Majeure Event.
13.2 Where Molport becomes aware of a Force Majeure Event which gives rise to, or which is likely to
any failure or delay in performing its obligations under a Contract, Molport will notify the Customer.
13.3 Molport will take reasonable steps to mitigate the effects of the Force Majeure Event.
13.4 For the avoidance of doubt, the Customer will have no right to terminate a Contract on the grounds
performance has been delayed by a Force Majeure Event.
14. Contract term and termination
14.1 Each Contract will come into force in accordance with Clause 3, and will continue in force until
- (a) the later of completion of: (i) delivery of all Products; and (ii) the receipt by Molport of all
to Molport under the Contract; and
- (b) the termination of the Contract in accordance with the provisions of this Clause.
14.2 A Contract may be terminated in the following circumstances:
- (a) either party may terminate a Contract immediately by giving written notice to the other party if
party commits any material breach of any term of the Contract;
- (b) Molport may terminate any Contract immediately by giving written notice to the Customer if the
fails to pay to Molport any amount due under the Contract by the due date for payment;
- (c) Molport may terminate any Contract immediately by giving written notice to the Customer if the
fails to accept delivery of the Products on the date agreed in the relevant Contract; and
- (d) Molport may terminate any Contract immediately by giving written notice to the Customer if a
Event prevents the performance of the Contract by Molport for a period of 30 or more days.
14.3 Either party may terminate any Contract immediately by giving written notice to the other party if:
- (a) the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its
is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared
or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its
- (b) an administrator, administrative receiver, liquidator, receiver or similar is appointed over any
assets of the other party;
- (c) an order is made for the winding up of the other party, or the other party passes a resolution
winding up (other than for the purpose of a solvent company reorganisation where the resulting
assume all the obligations of the other party under the Contract); or
- (d) (where that other party is an individual) that other party dies, or as a result of illness or
becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or
15. Effects of termination
15.1 Upon termination of a Contract, all the provisions of that Contract will cease to have effect, save
following provisions of these Terms will survive and continue to have effect (in accordance with their
otherwise indefinitely): Clauses 1, 5, 6, 7.8, 9, 10, 12, 15 and 18.
15.2 Termination of a Contract will not affect either party’s accrued rights (including accrued rights
and accrued rights to a remedy for breach of condition or warranty) as at the date of termination.
16. Scope of these terms of sale and supply
These Terms do not constitute or contain any assignment or licence of any Intellectual Property Rights
Product, and do not govern the provision of any services by Molport or any third party in relation to
Any notice given under a Contract must be in writing (whether or not described as "written notice" in
and must be delivered personally, sent by recorded signed-for mail, or sent by fax, for the attention of
relevant person, and to the relevant address or fax number given below (or as notified by one party to
accordance with this Clause).
Lacplesa street 41, Riga, LV1011, Latvia
Molport, Inc. c/o Slokenbergs PLLC, 291 Main Street, Beacon, New York, United States, 12508-2735
The addressee, address and fax number given on the website order form, or in the case of orders
quotation, the addressee, address and fax number given in the quotation.
18.1 No breach of any provision of a Contract will be waived except with the express written consent of
not in breach.
18.2 If any provision of a Contract is determined by any court or other competent authority to be
unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or
provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be
rest of the provision will continue in effect (unless that would contradict the clear intention of the
which case the entirety of the relevant provision will be deemed to be deleted).
18.3 Contracts may not be varied except by a written document signed by or on behalf of each of the
18.4 Molport may freely assign its rights and obligations under a Contract without the Customer’s
Customer may not without the prior written consent of Molport assign, transfer, charge, license or
of or deal in a Contract or any rights or obligations under a Contract.
18.5 Each Contract is made for the benefit of the parties, and is not intended to benefit any third
enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment,
variation or settlement under or relating to a Contract are not subject to the consent of any third
18.6 Subject to Clause 12.1:
- (a) these Terms will constitute the entire agreement between the parties in relation to the subject
the Contract, and supersede all previous agreements, arrangements and understandings between the
respect of that subject matter;
- (b) neither party will have any remedy in respect of any misrepresentation (whether written or oral)
made to it
upon which it relied in entering into a Contract; and
- (c) neither party will have any liability other than pursuant to the express terms of a Contract.
18.7 These Terms and each Contract will be governed by and construed in accordance with English law.
18.8 Molport may issue and pursue legal proceedings against the Customer:
- (a) where the Customer is a company, organisation or institution, in any jurisdiction in which he
its head office, a branch office or other premises, or in which the Customer is incorporated or
- (b) where the Customer is a sole trader, in any jurisdiction in which the Customer has an office or
premises, or in which the Customer is resident or situated from time to time.
18.9 Subject to Clause 18.8, the courts of England and Latvia shall have exclusive jurisdiction to
disputes arising under or relating to these Terms or any Contract.
Version 1.3, July 15, 2019