About these terms This single document contains the terms for using the Inochem website and the general terms applying when Inochem supplies goods or services. Part A applies to website use. Part B applies to quotations, orders and contracts for goods or services. Part C contains provisions that apply generally.

Please read the relevant parts before using the website, submitting an order or entering into a contract with Inochem Ltd. Different or additional terms stated in a written quotation, order acceptance or project agreement will take priority for that particular contract to the extent of any conflict.

Company information	Details
Legal name	Inochem Ltd
Company number	01790628
Registered in	England and Wales
VAT number	GB943057133
Registered office and head office	49 Greenways, Over Kellet, Carnforth, LA6 1DE, United Kingdom
Email	[email protected]
Telephone	01524 730551

Part A Website Use

Part A governs access to and use of inochem.co.uk and related pages, accounts, forms and online services. By using the website, you agree to Part A. If you do not agree, you must not use the website.

A1 Scope of Part A

A1.1 The website is operated by Inochem Ltd. References in these terms to Inochem, we, us or our mean Inochem Ltd. References to you mean the person using the website and, where that person acts for an organisation, that organisation.

A1.2 Part A concerns website use. It does not itself create a contract for goods or services. A contract is formed only as set out in Part B or in other written terms accepted by Inochem.

A2 Other Policies

A2.1 Use of the website is also subject to our Privacy and Cookie Policy, available at inochem.co.uk/privacy, which explains how we process personal data and use cookies or similar technologies.

A2.2 Where consent is required for optional cookies, you may give, refuse or change that consent using the cookie controls made available on the website.

A3 Access to the Website

A3.1 We make the website available free of charge. We do not guarantee that the website or any content will always be available, uninterrupted, secure or free from errors.

A3.2 We may suspend, withdraw, restrict or change any part of the website for operational, security, legal or business reasons. Where reasonably practicable, we will try to give notice of a material change or prolonged unavailability.

A3.3 You are responsible for arranging access to the website and for ensuring that anyone accessing it through your connection is aware of and complies with these terms.

A4 Accounts and Security

A4.1 If you create an account or receive a user identifier, password or other security credential, you must keep it confidential and must not disclose it to another person. You are responsible for activity through your account unless that activity results from our failure to use reasonable care.

A4.2 You must notify us promptly if you know or suspect that an account or credential has been accessed without permission. We may disable an account or credential where we reasonably consider this necessary to protect the website, its users or Inochem.

A5 Permitted Use

A5.1 You may use the website only for lawful purposes, including reviewing products and services, managing an account, contacting us, requesting information or quotations and placing or discussing orders.

A5.2 You must not use the website in breach of law; fraudulently or misleadingly; to facilitate unsafe or unethical activity; to impersonate another person; or in a way that infringes another person's rights.

A5.3 You must not attempt unauthorised access to the website, an account, server, database or connected system; introduce malware or harmful material; disrupt or overload the website; or scrape, harvest or reuse website content or data by automated means except where permitted by law or by our prior written permission.

A6 Website Content

A6.1 The website provides general information about Inochem, chemical products and related services. We take reasonable care in preparing and maintaining that information, but it may not be complete, current or suitable for a particular purpose.

A6.2 Website content is general information only. It is not technical, scientific, regulatory, legal, medical or other professional advice and must not be relied upon as the sole basis for a decision. You should obtain appropriate advice and verify specifications, availability and suitability before acting or ordering.

A7 Product and Scientific Information

A7.1 Product names, structures, catalogue numbers, descriptions, images, specifications, purity information, pack sizes, availability and other technical details are general catalogue information. They may be corrected or updated without notice.

A7.2 You must review the current quotation, specification, certificate of analysis, safety data sheet and other documentation supplied for the relevant product. Product-specific documentation supplied by us takes priority over inconsistent website information.

A7.3 References to potential applications, including pharmaceutical, agrochemical, diagnostic, polymer, antimicrobial or research applications, describe areas of interest only and are not a recommendation, warranty or regulatory approval for a particular use.

A8 Professional and Lawful Product Use

A8.1 The website and products are intended principally for business, laboratory, research, development, manufacturing and other professional users. Products must be handled by suitably trained and competent persons using appropriate facilities, controls and personal protective equipment.

A8.2 You are responsible for all laws, licences, permits, sanctions, import and export controls, transport rules, environmental duties, health and safety requirements and disposal obligations applying to your purchase, possession, storage, handling and use of a product.

A8.3 Unless we expressly confirm otherwise in writing for the specific product and application, products are not supplied for direct administration to humans or animals, household or consumer use, food or feed use, or use as finished medicinal products, medical devices or diagnostics.

A9 Online Enquiries and Orders

A9.1 Submitting an enquiry, requesting a quotation, adding an item to a basket or sending order information through the website is an offer or request from you and does not by itself create a binding contract.

A9.2 Website prices may be indicative, historic or placeholder values and are not binding quotations. We will confirm the applicable description, price, VAT, delivery, dangerous-goods charges, duties, lead time and other terms before accepting an order.

A9.3 We may decline a request before acceptance, including where a product is unavailable, information is incorrect, compliance checks are not satisfied, delivery is impracticable or we reasonably suspect unlawful or unsafe use.

A10 Information You Provide

A10.1 Information submitted through an account, form, enquiry, order or interactive feature must be accurate, current, lawful and not misleading. You must be authorised to provide it, and it must not infringe rights, disclose confidential information without authority or include harmful code.

A10.2 You retain ownership of content you submit. You grant us a non-exclusive, royalty-free licence to use, copy and process it as reasonably necessary to operate the website, respond to you, assess and fulfil requests, meet legal obligations and provide products or services.

A11 Website Intellectual Property

A11.1 Inochem or its licensors own the intellectual property rights in the website and its content, including text, graphics, branding, databases, compilation, layout and software, except where stated otherwise.

A11.2 You may view, download and print reasonable extracts for internal business or personal reference. You must not reproduce, modify, distribute, publish, sell, license or commercially exploit website content without our prior written permission, except to the extent permitted by law.

A11.3 You must not remove proprietary notices or use the Inochem name, logo or branding in a way that suggests endorsement or affiliation without written permission.

A12 Links and Third Party Services

A12.1 You may link to the website in a fair and lawful way that does not damage our reputation or imply an association, approval or endorsement where none exists. You must not frame the website or link from unlawful or harmful content. We may withdraw linking permission.

A12.2 Links to third-party websites or services are provided for information or convenience only. We do not control or endorse them and are not responsible for their availability, content, security, privacy practices or terms.

A13 Website Security

A13.1 We take reasonable measures to protect the website but do not guarantee that it will be secure or free from viruses or harmful material. You are responsible for configuring and protecting your systems and backing up your data.

A13.2 You must not knowingly introduce harmful material or attempt unauthorised access. We may report suspected criminal activity to the relevant authorities and cooperate with lawful investigations.

A14 Website Liability

A14.1 Nothing in these terms excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

A14.2 For business users, to the fullest extent permitted by law, we exclude implied terms applying to the website or its content and will not be liable for loss of profit, sales, business, revenue, anticipated savings, opportunity, goodwill, reputation or data, or for indirect or consequential loss, arising from website use, inability to use the website or reliance on its content.

A14.3 For consumers, we are responsible for foreseeable loss or damage caused by our breach of Part A or failure to use reasonable care and skill, but not for loss that is not foreseeable. The website is provided to consumers for domestic and private use, and we are not responsible under this consumer provision for business losses.

A15 Suspension and Changes

A15.1 We may suspend or terminate access to an account or restricted feature if you materially or repeatedly breach Part A, create a security or legal risk, or use the website in a way that could harm Inochem or another person.

A15.2 We may update Part A to reflect changes to the website, our business, law or regulatory requirements. The current version will be published with its last-updated date and will apply from publication unless a later date is stated.

Part B General Conditions of Sale and Supply

Part B applies when Inochem supplies goods or services. It is written primarily for business customers. Clause B22 explains the position where the customer is a consumer.

B1 Definitions and Interpretation

B1.1 Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Contract means the contract between Inochem and the Customer for the supply of Goods or Services. Customer means the person or organisation purchasing or requesting them.

B1.2 Goods means products, chemicals, samples, materials and related items supplied by Inochem. Services means custom synthesis, process research and development, chemical development, sourcing, scale-up, testing, consultancy and other services agreed in writing. Specification means the written description or specification agreed for the relevant Goods or Services.

B1.3 Writing includes email, except where these terms expressly require a signed document. References to including or such as are illustrative and do not limit the words preceding them. A person includes an individual, company and other legal entity.

B2 Application and Priority

B2.1 Part B applies to every Contract unless Inochem expressly agrees otherwise in writing. It replaces any terms the Customer seeks to impose or incorporate, including terms in a purchase order, portal or other document, unless Inochem expressly accepts those terms in writing.

B2.2 A written quotation, order acceptance, project agreement or product-specific document may contain different or additional terms. Those specific terms take priority for the relevant Contract to the extent of a conflict, followed by Part B and then Part C.

B3 Quotations Orders and Contract Formation

B3.1 A quotation is an invitation to place an order and may be withdrawn before acceptance. Unless it states otherwise, a quotation is valid for 30 days from its date. Product availability, lead times and exchange-rate dependent prices may change before an order is accepted.

B3.2 The Customer's order is an offer to buy the Goods or Services described in it on these terms. A Contract is formed only when Inochem issues a written order acceptance, signs an agreement, dispatches the Goods or starts the Services, whichever occurs first.

B3.3 The Customer is responsible for checking that its order and the details in any order acceptance are complete and accurate. It must promptly identify any discrepancy. No cancellation or amendment requested by the Customer is effective unless Inochem agrees in writing, and Inochem may require payment of resulting costs and commitments.

B4 Specifications and Changes

B4.1 The Customer must provide accurate and complete specifications, instructions, intended-use information, site requirements, materials, approvals and other information reasonably required for supply. Inochem may rely on information provided by or for the Customer.

B4.2 Images, descriptions, structures, drawings, weights, dimensions, yields and analytical data are approximate unless the Contract identifies them as binding. A sample does not make a sale by sample unless expressly agreed in writing.

B4.3 Inochem may make a change required by law, safety, availability or technical development if it does not materially reduce the agreed quality or performance. Any other material change requires agreement. A Customer-requested change may affect price, timing and feasibility.

B5 Prices Taxes and Charges

B5.1 The price is stated in the quotation or order acceptance. If no price is stated, Inochem's applicable price at the date of acceptance applies. Unless stated otherwise, prices are in pounds sterling and exclude VAT.

B5.2 The Customer must also pay applicable VAT and separately identified packing, carriage, insurance, dangerous-goods, temperature-control, documentation, testing, bank, customs, duty, tariff, brokerage and import or export charges.

B5.3 Inochem may adjust an unfulfilled price before delivery to reflect a change outside its reasonable control, including a material change in exchange rates, supplier costs, duties, law or the Customer's instructions. Inochem will notify the Customer, which may cancel the affected undelivered portion if the increase is material and cancellation occurs promptly before work or procurement is irreversibly committed.

B6 Payment

B6.1 The Customer must pay invoices within the period stated in the Contract. If no period is stated, payment is due within 30 days of the invoice date. Time for payment is of the essence. Payment must be made in cleared funds to the account notified by Inochem and without set-off, counterclaim, deduction or withholding except where required by law.

B6.2 If an amount is overdue, Inochem may suspend further supply and charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 where it applies, or otherwise interest at four per cent per year above the Bank of England base rate, accruing daily from the due date until payment.

B6.3 The Customer must reimburse reasonable costs incurred in recovering overdue sums. A payment dispute concerning part of an invoice does not excuse timely payment of the undisputed part.

B7 Credit and Financial Security

B7.1 Credit terms are subject to approval and may be reviewed. Inochem may require payment in advance, a deposit, credit support or other security before accepting or continuing an order where reasonably justified by the value or nature of the order, credit information, payment history or a material change in the Customer's financial position.

B7.2 If the Customer fails to provide requested payment or security by the stated date, Inochem may revise the timetable, suspend performance or terminate the affected Contract without liability for resulting delay.

B8 Delivery and Performance

B8.1 Delivery and performance dates are estimates unless the Contract expressly states that a date is guaranteed. Time is not of the essence for delivery or performance. Inochem will use reasonable efforts to meet an estimated date and will notify the Customer of a material known delay.

B8.2 Delivery takes place at the location and in the manner stated in the Contract. Inochem may deliver in instalments and invoice each instalment separately. Delay or defect in one instalment does not entitle the Customer to reject another instalment.

B8.3 The Customer must provide safe and suitable access, personnel, equipment, permits and information needed for delivery or performance. If it fails to take delivery, Inochem may store the Goods at the Customer's risk and cost, arrange redelivery, or after reasonable notice resell or dispose of them where lawful. The Customer remains responsible for reasonable resulting costs and any shortfall.

B9 International Trade

B9.1 Where Goods cross a border, the delivery term and responsibilities stated in the Contract apply. Unless expressly stated otherwise, the Customer is responsible for import clearance, permits, local registration, duties, taxes and compliance in the destination country.

B9.2 Each party must comply with applicable export controls, sanctions and trade restrictions. Inochem may delay, refuse or cancel supply without liability where a required licence or approval is unavailable, or where supply would or might reasonably expose Inochem or its suppliers to a breach of law or sanction.

B9.3 The Customer must not resell, transfer, export, re-export or use Goods contrary to an applicable restriction and must provide accurate end-user, end-use and destination information when reasonably requested.

B10 Risk and Title

B10.1 Risk in Goods passes to the Customer on delivery in accordance with the Contract. Where Goods are collected by the Customer or its carrier, risk passes when the Goods are handed to that carrier, unless a different agreed delivery term applies.

B10.2 Title to Goods does not pass until Inochem has received in full all sums due for those Goods and all other amounts then due from the Customer. Until title passes, a business Customer must keep the Goods identifiable, properly stored and insured, must not remove identifying marks, and must hold any proceeds of an authorised resale on trust for Inochem to the extent permitted by law.

B10.3 If payment becomes overdue or the Contract is terminated for Customer default before title passes, Inochem may require return of the Goods and, after reasonable notice, enter a business Customer's premises during normal hours to recover them where lawful. This right does not limit any other remedy.

B11 Inspection and Notification

B11.1 The Customer must inspect Goods promptly on delivery. A business Customer should notify Inochem in writing of visible damage, shortage or incorrect Goods within five Business Days after delivery and provide photographs, batch details, packaging and other evidence reasonably requested.

B11.2 A business Customer should notify a latent non-conformity promptly after discovery and within any applicable shelf life or retest date. Failure to give prompt notice may affect Inochem's ability to investigate and any remedy to the extent Inochem is prejudiced by the delay.

B11.3 The Customer must preserve the Goods and packaging pending reasonable instructions and must not return Goods without authorisation. Signing a delivery document confirms receipt only and does not waive a properly notified claim.

B12 Quality and Warranty

B12.1 Inochem warrants that on delivery Goods will materially conform to the agreed Specification and that Services will be performed with reasonable care and skill. Any additional warranty is only as expressly stated in the Contract or product documentation.

B12.2 This warranty does not cover a condition caused after risk passes by improper transport, storage or handling; contamination; failure to follow safety data or instructions; use after an expiry or retest date; alteration or combination; abnormal conditions; fair deterioration; or use for an unsuitable or unapproved purpose.

B12.3 Where a valid warranty claim is established, Inochem may, at its option, replace or reperform the affected supply, remedy the non-conformity or refund the price paid for the affected supply. For a business Customer, this is the exclusive remedy for breach of the warranty, subject to clause B21 and rights that cannot lawfully be excluded.

B13 Chemical Safety and Compliance

B13.1 The Customer must review and follow the current safety data sheet, certificate of analysis, label, transport information and other product documentation. It must carry out its own risk assessment and ensure suitable trained personnel, equipment, ventilation, controls, storage, emergency arrangements and lawful disposal.

B13.2 The Customer is responsible for assessing whether Goods are fit and lawful for its intended use and for obtaining all approvals, registrations, licences and permits. Analytical testing or quality-control information does not remove that responsibility or amount to approval of the Customer's application.

B13.3 The Customer must not alter labels, remove traceability information or make product, safety, regulatory or performance claims about Goods without adequate evidence and lawful authority. It must maintain records needed for traceability and promptly report a serious safety, quality or regulatory concern.

B14 Recall and Regulatory Cooperation

B14.1 Each party must promptly notify the other of information reasonably indicating that Goods may need to be withdrawn, recalled, corrected or reported to an authority. The parties will cooperate in good faith, preserve relevant records and take proportionate steps required by law or reasonably necessary to protect health and safety.

B14.2 Responsibility for recall or corrective-action costs will reflect the cause of the issue and each party's breach, negligence or legal responsibility. Neither party may make a public statement naming the other without consultation, except where immediate disclosure is legally required.

B15 Returns and Cancellation

B15.1 Goods may be returned only with Inochem's prior written authorisation and in accordance with its instructions. Standard unopened stock accepted for discretionary return must be unused, uncontaminated, within date and in original saleable packaging. Inochem may deduct reasonable inspection, transport, repacking or restocking costs notified before authorisation.

B15.2 Custom-made, sourced-to-order, opened, temperature-sensitive, hazardous, controlled, perishable or otherwise non-resaleable Goods cannot be cancelled or returned merely because they are no longer required. This does not affect a remedy for non-conforming Goods or a consumer's mandatory rights.

B15.3 If Inochem agrees to cancel work already accepted, the Customer must pay for completed work, committed materials, non-cancellable supplier charges and reasonable demobilisation or disposal costs, subject to Inochem taking reasonable steps to mitigate avoidable loss.

B16 Services Custom Synthesis and Development

B16.1 The scope, milestones, deliverables, acceptance criteria and charges for Services are those stated in the Contract. Research, development, scale-up and custom synthesis involve technical uncertainty. Unless a specific result is expressly guaranteed in writing, Inochem will use reasonable skill and care but does not guarantee that a proposed route, yield, purity, timescale, scale or regulatory outcome can be achieved.

B16.2 The Customer must provide timely decisions, information, reference standards, materials, access and approvals. Inochem is not responsible for delay or failure caused by inaccurate information, unsuitable Customer materials or late Customer action, and may make a reasonable adjustment to timing and charges.

B16.3 Inochem may use suitably qualified subcontractors while remaining responsible for performance of its contractual obligations. Any deliverable acceptance procedure stated in the Contract applies. If none is stated, the Customer must review a deliverable promptly and identify a material failure against the agreed scope with reasonable detail.

B17 Project Materials and Records

B17.1 Materials supplied by the Customer remain its property, but risk in them remains with the Customer except to the extent loss or damage is caused by Inochem's failure to use reasonable care. The Customer warrants that materials and instructions are lawful, adequately described and safe to handle when the notified controls are followed.

B17.2 Inochem may use Customer materials only to perform the Contract, comply with law, investigate quality or safety, and maintain reasonable records. Remaining material may be returned, retained or disposed of as agreed, subject to safety, law and reasonable charges.

B18 Project Intellectual Property

B18.1 Each party retains ownership of intellectual property it owned or developed independently of the Contract. The Customer grants Inochem a non-exclusive licence to use Customer-provided intellectual property and materials solely as reasonably needed to perform the Contract.

B18.2 Ownership and licensing of project-specific results will be as stated in the Contract. If the Contract is silent, Inochem owns its general methods, processes, improvements, analytical techniques and know-how, and after full payment the Customer receives a non-exclusive, perpetual licence to use project-specific reports and data supplied to it for its internal business purposes.

B18.3 No licence to a patent, trade mark, third-party material or other intellectual property is granted by implication. The Customer is responsible for freedom-to-operate and third-party-rights assessments for its intended manufacture, commercialisation or use unless the Contract expressly assigns that work to Inochem.

B19 Confidentiality

B19.1 Each party must keep the other party's confidential technical, commercial and business information secret and use it only to perform or receive the Contract. Disclosure is permitted to personnel, professional advisers and subcontractors who need the information and are bound by appropriate confidentiality duties.

B19.2 Confidentiality does not apply to information that is lawfully public, already known without restriction, independently developed without use of the confidential information, or lawfully received from a third party. A party may disclose information where required by law or an authority, giving advance notice where lawful and reasonably practicable.

B19.3 These obligations continue for five years after the relevant Contract ends, and for a trade secret for as long as it remains a trade secret under applicable law. On request, confidential material must be returned or securely destroyed where reasonably practicable, subject to legal, regulatory and routine backup retention.

B20 Data Protection

B20.1 Each party must comply with applicable data-protection law when processing personal data in connection with a Contract. Unless otherwise agreed, each party acts as an independent controller for its own business contacts, order, delivery, account, compliance and record-keeping activities.

B20.2 If one party will process personal data on behalf of the other, the parties will put in place the legally required processing terms before that processing begins. Further information about Inochem's processing is in its Privacy and Cookie Policy.

B21 Limitation of Liability and Indemnification

B21.1 The buyer assumes all risk for any loss, damage, or injury to people or property arising from the transport, storage, or use of Products, Software, or Services. If the seller's performance is delayed by the buyer or its contractors, the seller is not in breach and holds no liability for resulting costs or losses.

B21.2 The buyer shall indemnify and hold harmless the seller, its affiliates, and representatives from all claims, losses, and expenses—including legal fees—arising from the transport, storage, sale, or use of Products, any breach of the Agreement by the buyer, or the misconduct and negligence of the buyer or its partners.

B21.3 Except as expressly stated, the seller holds no liability for claims regarding the Products, Services, or Software under any legal theory (including warranty or negligence). The seller is not liable for indirect, incidental, special, or consequential damages, such as lost profits or downtime. The seller's total liability will not exceed the purchase price of the specific Products, Services, or Software. All claims must be brought within one year of delivery or performance.

B21.4 Nothing in this Agreement limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of implied terms under section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; (d) defective products under the Consumer Protection Act 1987; (e) any liability that cannot legally be limited; or (f) the customer's payment obligations.

B22 Consumer Customers

B22.1 A consumer is an individual acting for purposes wholly or mainly outside that individual's trade, business, craft or profession. A Customer purchasing as a consumer should tell Inochem before ordering so that any applicable consumer information and process can be provided.

B22.2 Nothing in these terms excludes, restricts or replaces a consumer's statutory rights, including rights relating to satisfactory quality, fitness for a disclosed purpose, description, reasonable care and skill, cancellation where applicable, and remedies for faulty goods or services.

B22.3 Terms in Part B directed expressly to a business Customer, including the business liability cap, payment deductions, inspection periods and retention-of-title access rights, do not apply to a consumer. For a consumer, Inochem is responsible for foreseeable loss caused by breach or failure to use reasonable care and skill, but not business loss or loss that was not foreseeable.

B23 Force Majeure

B23.1 Neither party is responsible for delay or failure caused by an event beyond its reasonable control, including natural disaster, epidemic, war, civil disorder, terrorism, sanction, governmental action, transport disruption, utility or communications failure, fire, flood, industrial dispute, cyber incident or failure of a critical supplier, provided it takes reasonable steps to reduce the effect.

B23.2 The affected obligations are suspended for the duration of the event and the timetable will be reasonably extended. The affected party must notify the other when reasonably practicable. If material performance is prevented for more than 60 consecutive days, either party may terminate the affected unperformed part on written notice, without affecting accrued rights.

B24 Customer Default and Termination

B24.1 Inochem may suspend supply or terminate a Contract by written notice if the Customer fails to pay an undisputed amount when due and does not remedy that failure within seven days after notice; commits a material breach that is not remedied within 14 days after notice where remedy is possible; repeatedly breaches the Contract; or becomes subject to an insolvency event, to the extent termination is lawful.

B24.2 Inochem may suspend immediately where reasonably necessary for safety, legal compliance, suspected unlawful use or credit protection. It will notify the Customer and, where the issue can be remedied, provide a reasonable opportunity to do so.

B24.3 On termination, all sums for supplied Goods, completed Services, committed costs and properly incurred cancellation or disposal costs become due. Termination does not affect accrued rights. Clauses intended by their nature to continue, including confidentiality, intellectual property, payment, liability and governing law, remain effective.

Part C General Provisions

Part C applies to Parts A and B so far as relevant. A reference to these terms means this combined document.

C1 Notices

C1.1 A formal notice under a Contract must be in writing and sent by hand, prepaid first-class post or other next-working-day service to the registered office or contract address, or by email to an address expressly designated for notices. This clause does not govern service of legal proceedings.

C1.2 A notice is treated as received when delivered by hand; at 9 am on the second Business Day after posting; or, for email, at the time of transmission if sent during business hours and no delivery failure is received, otherwise at 9 am on the next Business Day.

C2 Assignment and Subcontracting

C2.1 A business Customer may not assign, transfer, charge, subcontract or otherwise deal with its rights or obligations without Inochem's prior written consent, which will not be unreasonably withheld. Inochem may assign a right to payment and may subcontract performance, but remains responsible where the Contract requires it.

C3 Entire Agreement and Reliance

C3.1 For a business Customer, the Contract constitutes the entire agreement concerning its subject matter and replaces previous discussions, statements and understandings. Each party acknowledges that it has not relied on a statement not set out in the Contract, but nothing limits liability for fraud or fraudulent misrepresentation.

C3.2 No variation is effective unless agreed in writing by authorised representatives, except for a change expressly permitted by these terms. Nothing in this clause restricts mandatory consumer rights.

C4 Waiver and Severance

C4.1 A delay or failure to exercise a right is not a waiver, and a single or partial exercise does not prevent a later exercise. A waiver is effective only in writing and only for the circumstances for which it is given.

C4.2 If a provision is unlawful or unenforceable, it will be treated as modified to the minimum extent needed to make it valid where possible, and the remaining provisions continue in effect.

C5 Third Party Rights and Relationship

C5.1 No person other than Inochem and the Customer or website user has a right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999. The parties do not need another person's consent to change or end a Contract.

C5.2 Nothing in a Contract creates a partnership, joint venture, agency or employment relationship. Neither party may bind the other unless expressly authorised in writing.

C6 Governing Law and Jurisdiction

C6.1 These terms, each Contract and any non-contractual dispute arising from them are governed by the laws of England and Wales.

C6.2 For business Customers and business website users, the courts of England and Wales have exclusive jurisdiction. A consumer resident elsewhere in the United Kingdom may also bring proceedings in the courts where the consumer lives, and mandatory local rights are preserved.

C7 Contact and Complaints

C7.1 Questions, notices or complaints may be sent to Inochem Ltd at 49 Greenways, Over Kellet, Carnforth, LA6 1DE, United Kingdom; by email to [email protected]; or by telephone on 01524 730551.

C7.2 Please provide the relevant quotation, order, invoice, product, catalogue or batch details and a clear description of the issue so that it can be investigated promptly.