In these General Conditions the words and phrases below shall have the following meaning:

“CPAchem” shall mean the company which is part of CPAchem group and which is responsible for the execution of the Orders for delivery of Products placed by a Buyer;

“Buyer” shall mean any natural or legal person who has placed an order for delivery of Products sold by CPAchem;

“Party” or “Parties” shall mean CPAchem and the Buyer which are party to the Product Sales Agreement;

“Products” shall mean all products manufactured and offered by CPAchem at the time of placing the Order;

“Custom Products” shall mean the Products which are not listed in the catalogue of CPAchem but can be manufactured by CPAchem upon request and following specifications provided by the Buyer;

“Website” shall mean the website accessible at the following address: www.cpachem.com;

“Order” shall mean the order for delivery of Products placed by the Buyer in accordance with these General Conditions;

“Estimate” shall mean the written document issued by CPAchem with details on Products, prices and other Special Conditions and sent to the Buyer at his request;

“Special Conditions” shall mean the terms expressly agreed between the Parties which supplement or amend these General Conditions and have precedence over the provisions hereof.

“Sale Agreement” shall mean the agreement governing the sale of Products and including these General Conditions, the Orders, the Estimates and any other Special Conditions agreed between the Parties.

2.1 These General Conditions govern the sales of Products made by CPAchem to Buyers.

2.2 Any Order sent by a Buyer to CPAchem shall be considered as acceptance by the Buyer of these General Conditions of Sale and commitment to respect them.

2.3 The General Conditions of Purchase of the Buyer shall not apply with respect to CPAchem unless they are acknowledged in writing by CPAchem.

2.4 The Parties may agree about Special Conditions in the Estimate, in the Order or in other documents relating to each delivery of Products and confirmed by both Parties. In case of discrepancy between the Special Conditions and these General Conditions, the Special Conditions shall prevail.

The Products supplied by CPAchem are exclusively for laboratory use. The Products may not be used for human or veterinary medicine, as an agricultural products or pesticide or for domestic use.

CPAchem disclaims all responsibility for any damage caused by use of Products for which the Products are not intended, including any direct or indirect damage to property or persons, loss of profit or goodwill or any other damage of any nature whatsoever.

4.1 Any delivery of Products shall be made upon written Order of the Buyer, placed through the online sales system available on the Website or by any other means expressly agreed between CPAchem and the Buyer.

4.2 The Order must contain the identification data of the Buyer. The Buyer is obliged to provide in the Order accurate information on the ordered Products, including full references of the Products, their quantities and any other specific information requested by CPAchem.

4.3 If the Buyer wishes to purchase Custom Products that are not listed in the catalogue of CPAchem, in addition to the information referred to in item 4.2 above, the Buyer shall provide all specifications allowing the manufacture of Custom Products. The ability of CPAchem to manufacture Custom Products according to the specifications of the Order is validated by CPAchem by sending to the Buyer an Estimate containing the respective prices.

4.4 The Products will be manufactured and delivered by CPAchem in accordance with the Order. The Buyer shall be solely responsible for any failure committed by him to provide any information and complete and accurate specifications in the Products Order.

4.5 CPAchem may refuse to accept an Order because of manufacturing reasons, of difficulties in supplying raw materials or because of any other reason otherwise affecting the ability of CPAchem to produce and deliver Products. CPAchem may refuse to accept an Order for Products whose manufacture is impossible or unprofitable. In this case the Buyer shall be entitled to ask a refund of any amount paid to CPAchem at the time of placing the Order without being entitled to any interest or other compensation arising from the refusal of the Order.

5.1 The prices of the Products listed in the catalogue of CPAchem are available on the Website and/or may be provided to the Buyer on his request. All prices are given in Euro currency.

5.2 The prices of the Custom Products are provided by CPAchem to the Buyer in the corresponding Estimate. In this case the prices are valid only for the period of validity of the Estimate.

5.3 The prices under the preceding items are excluding VAT and transportation costs, unless otherwise expressly agreed between the Parties.

5.4 The price shall be fully paid by the Buyer in advance by bank transfer to the bank account indicated by CPAchem unless the Parties have agreed otherwise. The receipt of the price in the CPAchem bank account is a precondition for the launch of the production and delivery of Products.The clients could pay also with PayPal using our email address sales@cpachem.com or with one of the following credit cards - Maestro, Visa, MasterCard using our virtual POS terminal. CPAchem does not store any credit card information.

Under no circumstances CPAchem shall be obliged to produce and deliver Products whose price is not paid in whole or in part by the Buyer.

5.5 As an exception to the previous item, the production and delivery of the Products may start immediately if deferred/postponed payment is agreed between the Parties. In this case the payment of the price is due within 30 (thirty) days from the invoice date. CPAchem reserves the right to suspend all deliveries of Products to the Buyer and shall have the right to refuse new Orders for lack of payment by the Buyer of any amounts invoiced for Products previously delivered until full payment of all outstanding invoices. Furthermore, the Buyer shall owe a contractual penalty for late payment, calculated by applying to the full outstanding balance an interest rate equal to 2.5 times the legal interest rate.

5.6 CPAchem reserves the right to change, without notice, the prices of its Products depending, for example, but not exhaustively, on tariff increases by its suppliers, changes in raw materials prices or exchange rates of foreign currencies. New prices shall become effective from the date of their publishing on the Website or from their communication by other means to the Buyer.

6.1 The delivery periods are communicated on the Website or in the Estimate sent to the Buyer based on the supply possibilities at the time of the offer and are given for information purposes only. The lead and delivery time for stock inorganic products, analytical reagents and Pharmacopoeia products is up to 10 business days, and for organic products up to 20 business days after the client's effective payment is done. In case the products could not be delivered on time for any reason, CPAchem is obliged to duly inform the client and offer  a new delivery time. In case the client does not agree with it, their order is cancelled and the clients receive their money back.

CPAchem is not liable for any direct or indirect damages or loss of profits resulting from a delay in deliveries.

6.2 If the Products are no delivered until the expiration of a 3 (three) months period after the indicative delivery date, the Buyer shall have the right to cancel his Order by sending a registered letter with delivery receipt to CPAchem. In this case the Buyer shall be entitled to reimbursement of the Products price paid to CPAchem without being entitled to any interest or other compensation for the cancellation of the Order.

6.3 The Buyer cannot cancel the Order before the expiration of the 3 (three) months period referred to in the previous item, unless it has received prior notification from CPAchem informing him that the Order will not be executed within this 3 (three) months period.

7.1 CPAchem shall deliver Products of a quality and a quantity corresponding to the Order, in appropriate packaging and with all accompanying documents required by the applicable law.

7.2 The Products shall be delivered by CPAchem to the Buyer as follows:

1. by a forwarding/transportation company;

2. in the warehouse of CPAchem (Ex-Works).

7.3 In case of delivery of Products by forwarding/transportation company and unless otherwise expressly stated by the Buyer, the transportation mode will be chosen by CPAchem and will be contractually considered to be the best suited for the delivery of the shipped Products. If the Buyer wishes to freely choose his own forwarding/transportation company, he must make a specific request to CPAchem to this end.

7.4 If the delivery of the Products is done in the warehouse of CPAchem (Ex-Works), the Buyer shall recover the Products within 15 (fifteen) days from the delivery date reported by CPAchem. If the Buyer does not recover the Products within the period specified in the preceding sentence, CPAchem shall be entitled to demand payment of a contractual penalty equal to 1% (one percent) of the price of non-recovered Products per day of delay.

7.5 Unless otherwise agreed between the Parties, the transport operations shall be under the responsibility and at the expense of the Buyer.

7.6 The Buyer shall receive the Products personally by signing the respective delivery protocol and/or the delivery note accompanying the shipment. If the Buyer cannot personally receive the Products, he shall inform CPAchem in writing and before the date of delivery of the name of its representative who shall be responsible for receiving the Products.

7.7 The Buyer is obliged to accept the Products that have been manufactured in accordance with the Order. At the reception, the Buyer or the person authorized by him shall inspect the Products and shall write down in the delivery protocol and/or in the delivery note any comments about their condition, apparent defects and deviations in their quantity.

7.8 If the Buyer finds apparent defects or Products deficiencies during the inspection referred to in item 7.7 above, he shall inform the forwarding/transportation company without delay and shall provide any document required to enable it to implement its insurance covering the transportation risks.

8.1 The warranty granted by CPAchem to the Buyer is strictly limited to the conformity of delivered Products with the specifications provided in the Orders, in the Estimates and in the Certificates of Analysis or defined by mutual agreement with the Buyer.

8.2 The Buyer is entitled to make claims for apparent defects or deviations in the quantity of Products only upon the reception of the Products. Any claim for apparent defects or quantity deviations which does not appear in the delivery protocol and/or in the delivery note shall be inadmissible.

8.3 Any complaint regarding the quality, volume and compounds of Products is admissible within 20 (twenty) days from the date of delivery of these Products. In this case the Buyer shall provide to CPAchem all documents and/or information that underpin its complaint in order to allow its processing by CPAchem.

8.4 If the complaint is justified, the defective Product will be replaced by an equivalent volume of Product. Under no circumstances CPAchem shall be liable for payment of any interest or compensation for any direct or indirect damage and/or loss of profit arising from the defect of the Product or from the time required for its replacement.

8.5 CPAchem is not responsible for defects/deficiencies/gaps regarding the Products:

If the Order contains false or missing information,

In case of faulty design or incorrect specifications provided by the Buyer,

In case of bad storage or use of the Products by the Buyer,

In case of force majeure.

9.1 The transfer of ownership and risks related to CPAchem Products to the Buyer takes place at the time when the Products are handed over by CPAchem to the Buyer or to the forwarding/transportation company.

9.2 As an exception to the previous item, in case of a deferred/postponed payment agreed between the Parties, CPAchem reserves ownership of delivered Products until payment of their full price in principal, interest and accessories. In case of resale of Products by the Buyer before full payment of their price, the Buyer shall inform subsequent purchasers of this retention of title clause.

10.1 The Buyer may view and use this Website and the online sales system available on the Website for professional use only, as well as for Order placement purposes.

The Buyer shall not be entitled to use the Website in any way which could cause damages to the Website, hinder, mislead or violate the rights of the other Buyers or Website visitors, change or remove the whole or part of the Website content or otherwise harm or affect negatively the functionality and accessibility of the Website.

The Buyer shall not have the right to bypass the technical protection measures of the Website, to use the Website or its content to distribute of computer viruses, Trojan horses, spy software or other types of malicious software, as well as to engage in any illegal activities whatsoever.

CPAchem shall not be liable for the compatibility of its software with the technical means of the Buyer.

10.2 CPAchem does not guarantee uninterrupted access to the Website and to the online sales system or the completeness, accuracy and actuality of the Website content. CPAchem and its employees shall not be liable for any loss, damage or costs incurred as a result of interruption or termination of the use or inaccuracy of the Website content, unless they are the result of CPAchem’s default. CPAchem is entitled to make changes to the Website and to the online sales system in relation to the arrangement, development and/or the improvement of the Website’s content and services.

10.3 CPAchem shall take all necessary and possible measures to protect the personal data collected by the CPAchem during the use of the Website and the online sales system and for the protection of the said personal data from theft, loss, abuse and unauthorized access, disclosure, modification or destruction. It must be taken into account that the data transfer over the Internet is not totally safe and errors are possible. More particularly, electronic messages and data sent to or from the Website may not be safe and all Buyers must be particularly cautious when deciding what information to send by electronic means. All Buyers are solely responsible for the preservation of their passwords and other special functionalities for access to the Website and to the online sales system.

10.4 CPAchem shall not be liable to the Buyers for the safety of the bank transfers, as well as for any money transfers made thorough online platforms offered by Payment Services Providers. The financial information about the Buyers is transferred directly to the electronic payment systems of the respective Bank or of the others Payment Services Providers. For all matters related to the money transfers, the general conditions of the relevant Bank or Payment Services Provider shall apply.

11.1 All intellectual property rights relating to original Products manufactured by CPAchem and bearing its trademarks belong exclusively to CPAchem. The Buyer has no right to remove labels and stickers of the Products, to copy and to use in any manner whatsoever trademarks or other intellectual property rights owned by CPAchem without the prior written consent of CPAchem.

11.2 The Website content, including the software and its source codes, the database, images, graphics, texts, photographs, audio and video material and all the information, published on the Website, as well as its graphic design, are exclusive intellectual property of CPAchem. Any use, copying, imitation, reproduction or broadcasting of the Website content or of its graphic design in any form whatsoever, without the express consent of the CPAchem, is prohibited and shall be regarded as violation of the copyright of CPAchem.

12.1 The Buyer shall not disclose confidential information about CPAchem he could find in the course of his trade relations with it, such as, but not limited to, production methods, customers, organization and operation of the sales chain, granted discounts and other facts and circumstances that reveal trade secret.

12.2 CPAchem and the Buyer are committed to protecting the personal data of the representatives/employees of the other Party they learned in their trade relations, in strict accordance with the provisions of the personal data protection legislation. Each Party may use personal data of representatives/employees of the other Party only for the fulfilment of its contractual obligations and for establishing the documentation for delivery and execution of the Orders.

13.1 CPAchem is not responsible for the failure or delay in delivery of Products where such failure or delay is due to an event of force majeure.

13.2 Fires, floods, machinery breakdowns, strikes, lockouts, wars, epidemics, supply disruptions and other accidents that prevent or reduce the production of Products or the services of forwarding/transportation companies shall be considered as force majeure and shall discharge CPAchem of its delivery obligation. Similarly, the failure of the forwarding/transportation companies to deliver Products for any reason whatsoever shall be contractually assimilated to an event of force majeure. If the force majeure continues for 3 (three) months, each Party may terminate the Sale Agreement, without compensation, by notifying the other Party by registered letter with acknowledgment of receipt.

13.3 The Parties agree that the total or partial shutdown of the usual sources of raw materials and energy needed to manufacture the Products will be considered as an event of force majeure and deliveries of Products will be reduced in proportion to the availability of raw materials and energy, the Buyer being informed as soon as possible.

CPAchem reserves the right, at its sole discretion and without seeking the consent of the Buyer, to use subcontractors for the manufacture and/or delivery of ordered Products, ensuring the compliance of the Products with the quality requirements of the Buyer.

15.1 All notices and communications, due or agreed under these General Conditions or under the Sale Agreement in its entirety, shall be in writing.

15.2 The notification/communication sent to CPAchem shall be considered received if it is delivered by hand, if it is sent by registered mail to the addresses listed on the Website, in the Estimate or expressly indicated by CPAchem to the Buyer, or if it is sent by other means provided on the Website.

15.3 The notification/communication sent to the Buyer shall be considered received if it is delivered by hand, if it is sent by registered mail to the addresses listed in the Order, or if it is sent by email to the mail address appearing on the Order or explicitly communicated for this purpose by the Buyer.

CPAchem reserves the right to modify these General Conditions at its sole discretion. The modifications shall become effective on the date of their publishing on the Website or notification to the Buyer. Any Order sent by the Buyer to CPAchem after the publishing of the new version of the General Conditions on the Website shall mean their acceptance by the Buyer and commitment to respect them.

17.1 These General Conditions and the Sale Agreement in its entirety shall be governed by the Bulgarian law. 

17.2 All disputes arising from the Sale Agreement or related to it, including those arising from or concerning its interpretation, validity, performance or termination, as well as the disputes for filling gaps in the Sale Agreement or its adaptation to newly established circumstances, shall be referred for resolution to the Court of Arbitration at the Bulgarian Chamber of Commerce and Industry, Sofia, in compliance with its Rules for Litigations, based on arbitration agreements.