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Terms and Condition

This document (together with our Terms of Website Use and the Safety Data Sheet tells you information about us and the legal terms and conditions (Terms) on which you may order free samples (Samples) of our products (Products) that may be available for order on our website http://ocsial.com (our site) from time to time. Please note that these Terms do not apply to purchases of Products through the website http://shop.ocsial.com, which are governed by separate Terms and Conditions published on that website.

These Terms will apply to any contract between us for the supply of Samples to you (Contract). Please read these Terms carefully and make sure that you understand them before ordering any Samples. Please note that before placing an order via our site you will be asked to agree to these Terms. Please tick the box next to the words “I have read and accept the terms and conditions” if you accept them. If you refuse to accept these Terms, you will not be able to order any Sample from our site. You should print a copy of these Terms or save them to your computer for future reference.

We are contracting on the basis that the Samples are supplied for purposes which are wholly or mainly that of your trade, business, craft or profession, in particular for the purpose of analysis and identification of prospects for application of the Products in your products or for performance of testing of the Products (Purpose) and not for private consumer use in any manner. 

These Terms shall apply to the exclusion of and shall prevail over any terms and conditions of contract imposed or sought to be imposed by you at any time. 

We amend these Terms from time to time. Every time you wish to order Samples, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on June 10, 2015.

  1. Information about us
    1. We operate the website http://ocsial.com. We are OCSiAl group of companies with OCSiAl S.á. being the holding company. When you order the Samples on our site, the Contract will be formed between you and one of our group companies depending on where the Samples are ordered to be delivered: 
      1. OCSiAl LLC, a company registered in Delaware, United States under file number 5463012 and with the registered office at 108 West 13th st, Wilmington, New Castle, Delaware 19801, USA – for deliveries of Samples to countries listed here;
      2. OCSiAl Ltd, a company registered in England and Wales under company number 08849824 and with the registered office at 207 Regent Street, London W1B 3HH United Kingdom - for deliveries of Samples to countries listed here
      3. Limited Liability Company «OCSiAl.ru», a company registered in the Russian Federation under the main state registration number 1127746102120 and with the registered office at 24, Inzhenernaya st., Novosibirsk, 630090 Russia – for deliveries of Samples to countries listed here.
    2. To contact us, please see our Contacts page. If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 14.
  2. Our Products
    1. The Products are described on this page. Under these Terms, we supply free of charge and you accept and agree to use the Samples of our Products in accordance with the provisions and guidance in the accompanying Safety Data Sheet relating to the Products. 
    2. The images of the Products on our site are for illustrative purposes only. Your Samples of Products may vary slightly from those images. 
    3. Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements relating to our Products indicated on our site have a 2% tolerance.
    4. The packaging of the Samples of Products may vary from that shown in images on our site.
    5. Samples of all Products shown on our site are subject to availability. We will inform you by e-mail or by telephone as soon as possible if the Sample you have ordered is not available and we will not process your order if made. 
  3. Use of our site
    1. Your use of our site is governed by our Terms of Website Use. Please take the time to read these, as they include important terms which apply to you. Hard copies of this document can be provided on request.
  4. How we use your personal information
    1. We will collect the following personal data from you: the names and positions of your personnel, corporate email addresses, phone numbers and delivery addresses. 
    2. The information we collect allows us to: supply the Samples you have ordered; administer our site and provide customer services; meet legal, regulatory and compliance requirements; gather management information to form statistical and trend analysis; communicate with you; investigate any complaints about our site; personalize your experience of our site. We will share your personal data with our group companies for the above purposes and for the purposes which are described in clause 4.3. 
    3. You agree that we may use your name and logo in our marketing materials, including but not limited to, website listings of customers, presentations, flyers, advertisements, publications in media.
    4. From time to time, we may wish to provide you with information about our Products which may be of interest to you. If you do not wish to receive such information, please contact us at europe@ocsial.com.   
    5. We use cookies to collect information about you. Cookies are small pieces of information sent by a web server to a web browser which allows the server to uniquely identify the browser on each page.  
    6. We use the following categories of cookies on our site:
      1. Category 1: Performance Cookies
        These cookies collect anonymous information on how people use our site. For example, we use Google Analytics cookies to help us understand how customers arrive at our site, browse or use our site and highlight areas where we can improve areas such as navigation, shopping experience and marketing campaigns. The data stored by these cookies never shows personal details from which your individual identity can be established.
      2. Category 2: Targeting cookies or advertising cookies
        These cookies collect information about your browsing habits in order to make advertising more relevant to you and your interests. They are also used to limit the number of times you see an advert as well as help measure the effectiveness of an advertising campaign.  The cookies are usually placed by third party advertising networks.  They remember the websites you visit and that information is shared with other parties such as advertisers. For example, we use third party companies such as Google Analytics to provide you with more personalised adverts when visiting other websites.
      3. Category 3: Social Media Cookies
        These cookies allow you to share what you’ve been doing on the website on social media such as Facebook and Twitter. These cookies are not within our control.  Please refer to the respective privacy policies for how their cookies work.
        If you want to delete any cookies that are already on your computer, please refer to the help and support area on your internet browser for instructions on how to locate the file or directory that stores cookies.
        Information on deleting or controlling cookies is available at www.allaboutcookies.org. Please note that by deleting our cookies or disabling future cookies you may not be able to access certain areas or features of our site.
        To find out more about cookies please visit:  www.allaboutcookies.org or see www.youronlinechoices.eu which contains further information about behavioural advertising and online privacy.
    7. Some of the web pages on our site may contain electronic images known as Web beacons (sometimes known as clear gifs) that allow us to count users who have visited these pages. Web beacons collect only limited information including a cookie number, time and date of a page view, and a description of the page on which the Web beacon resides. We may also carry web beacons placed by third party advertisers. These beacons do not carry any personally identifiable information and are only used to track the effectiveness of a particular campaign.
    8. In the event that our business is sold or integrated with another business, your details will be disclosed to our advisers and any prospective purchaser’s adviser and will be passed to the new owners of the business.
    9. If you have any questions about these statements and your personal information, please contact us at europe@ocsial.com in accordance with clause 14. 
  5. The agreement
    1. You confirm that you have authority to bind any business on whose behalf you order Samples from us. 
    2. These Terms, the Safety Data Sheet and our Terms of Website Use constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. 
    3. You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
    4. You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
  6. How the contract is formed between you and us
    1. In order to place an order for Samples on our site, please go to our "Order a Sample" page and fill in the form.
    2. You are responsible for ensuring that your order is complete and accurate. Please take the time to read and check your order before placing it on our site. 
    3. Your order constitutes an offer by you to acquire the Samples in accordance with these Terms. After you place an order, you will receive an e-mail from us acknowledging that we have received your order.  However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 6.4. 
    4. We will confirm our acceptance to you by sending you an e-mail that confirms that the Samples have been dispatched (Dispatch Confirmation). The Contract between us will only be formed when we send you the Dispatch Confirmation. You may cancel your order by sending a cancellation email to us at europe@ocsial.com provided that we receive your email at any time prior to sending the Dispatch Confirmation to you. 
    5. If we are unable to supply you with a Sample, for example because that Sample is not in stock or no longer available, we will inform you of this by e-mail and we will not process your order. We hereby disclaim any liability for rejected orders.
  7. Your use of the samples
    1. You agree to use the Samples only for the Purpose. 
    2. You agree not to copy, reproduce, duplicate, disassemble, decompile and/or reverse engineer the Samples and/or the process of its manufacture, and not to cause any third party to do the same. Prohibited use of the Samples by you further includes but not limited to the use of the Samples to file a patent application in any country using information about the Samples.
  8. Delivery
    1. We will use reasonable endeavours to fulfil your order by the estimated delivery date set out in the Dispatch Confirmation. Occasionally, if we are unable to meet the estimated delivery date, we will contact you with a revised estimated delivery date. All delivery dates are non-binding and are not of the essence unless expressly referred to as binding and/or of the essence.
    2. Delivery will be completed (and title and risk shall pass) when we deliver the Samples to the delivery address which is indicated in the Dispatch Confirmation, and the Samples will be your responsibility from that time. We are entitled to make partial deliveries. 
    3. If no one is available at your delivery address to take delivery, we will leave you a note that the Samples have been returned to our warehouse, in which case, please contact us to rearrange delivery. Re-delivery of the Samples is at your expense. 
  9. International delivery
    1. We deliver to the countries listed herehere, and here (International Delivery Destinations).  However, there are restrictions on some Products for certain International Delivery Destinations, so please review the information on those pages carefully before ordering Samples. If you cannot access those pages, we can supply you with the list or inform you of the relevant countries on request.
    2. If you order Samples from our site for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination.  Please note that we have no control over these charges and we cannot predict their amount.  You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
    3. You must comply with all applicable laws and regulations of the country for which the Samples are destined.  We will not be liable or responsible if you break any such law.
  10. Price of Samples and delivery charges 
    1. All Samples are supplied to you free of charge. 
    2. Delivery of Samples which you order is at our expense.
  11. Inforamtion in relation to the samples
    1. The Samples of Products correspond to the chemical composition indicated in the Technical Data Sheet, and we give no further warranty or undertaking, and make no further representation, regarding the Samples, which are supplied on an “as is” basis. The express provisions of these Terms are in place of all warranties, representations, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise (including implied undertakings of satisfactory quality, conformity with description, fitness for purpose and reasonable skill and care), all of which are hereby excluded to the maximum extent permitted by law. 
    2. You agree to indemnify, defend, and hold harmless us and our directors, officers, employees, contractors, agents, successors, and assigns from and against all liabilities, costs, lawsuits, damages, losses, claims, and expenses, including, without limitation, attorneys’ fees and expenses, arising out of or in connection with the Samples and/or the use thereof by you.
  12. Our liability to you 
    1. Nothing in these Terms limit or exclude our liability for:
      1. death or personal injury caused by our negligence;
      2. fraud;
      3. any other liability which cannot be excluded or limited by law.
    2. Subject to clause 12.1, under no circumstances shall we be liable to you for any of the following types of loss or damage arising under or in relation to the Contract and/or the Samples (whether arising for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty or otherwise): 
      1. any loss of profits, business, contracts, anticipated savings, goodwill, revenue, any wasted expenditure, or any loss or corruption of data (regardless of whether any of these types of loss or damage are direct, indirect or consequential); or 
      2. any indirect or consequential loss or damage whatsoever, 
      even if we were aware of the possibility that such loss or damage might be incurred by you.
    3. Subject to clause 12.1 and clause 12.2, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed $500.
  13. Events outside our control
    1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 13.2. 
    2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
    3. If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
      1. we will contact you as soon as reasonably possible to notify you; and
      2. our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Samples to you, we will arrange a new delivery date with you after the Event Outside Our Control is over. 
  14. Communications between us
    1. When we refer, in these Terms, to "in writing", this will include e-mail.
    2. If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
    3. Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, e-mail, or posted on our website.
    4. A notice or other communication shall be deemed to have been received: if delivered personally, when left at our trading address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if sent by e-mail, one Business Day after transmission; or, if posted on our website, immediately.
    5. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee. 
    6. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
  15. Other important terms
    1. We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. 
    2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
    3. This contract is between you and one of OCSiAl group companies. No other person shall have any rights to enforce any of its terms.
    4. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 
    6. Subject to the provision in clause 15.7 below, a Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 
    7. If you order Samples on behalf of a legal entity registered under the laws of the United States, then a Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the State of California. 
    8. We both irrevocably agree that subject to the provision in clause 15.9 below, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).
    9. We both irrevocably agree that if you order Samples on behalf of a legal entity registered under the laws of the United States, then the courts of State of California shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).