Home About Register Buy/Sell Exchange All Lots My Exchange Support
Register

New Page 1

Chem-Online - User Agreement
Please read and click the Accept button at the end of this statement

Chem-online Limited (Chem-Online) provides a real-time, bid ask matching process, market wide price determination on-line active trading exchange as well as a settlement and clearing mechanism (the Chem-Online Exchange) for the purchase and sale and matching of supply and demand for chemical related goods (chemical products).

Membership is open only to corporations and business entities and their authorized employees who complete a registration form and can form legally binding contracts under applicable law. Chem-Online may change its criteria for membership at any time in its sole discretion.

Chem-Online provides a venue for exchanging information relating to business transactions and for matching buyers and sellers of the chemical products. The Chem-Online Exchange does not become involved in the actual transactions between members and is not a buyer, broker or seller. Because of Chem-Online's limited role, it has no control over the quality, compatibility, safety or legality of the chemical products advertised, the truthfulness, accuracy or completeness of any posting (including any posting for sale of any chemical products) or the terms and conditions of any transaction between the parties. Because Chem-Online does not review the substance of the postings on the site, each member must be careful in dealing with other members to avoid fraud and to recognize the possibility that other members' information may be harmful, inaccurate or deceptive.

All Members agree to maintain the highest standards of integrity in all business transactions undertaken on this web site. Members acknowledge and agree that Members may not post on the site or sell through the site any product that, whether by paying a fee or otherwise, could cause the violation of any applicable law, statute, ordinance, or regulation.

Members agree that the transactions facilitated by or through the exchange, including all Member Buy and/or Sell Arrangements, are for the exchange of cash commodities for money and are not for speculative purposes and that they have the capacity to make (when they are Sellers) and take (when they are Buyers) actual delivery of the goods.

Member agrees that they it is solely responsible for its actions, its chemical products and the content of its transmissions through bidding or posting on Chem-Online, it being understood that the authorized employee acts on behalf of the member in all actions and submissions on this Chem-Online exchange.

Chem-Online does not take either title or delivery of any Chemical Products and does not become a person responsible for such Chemical Products or a person having control of the Chemical Products. Under the terms of this agreement the parties in the Member to Member transactions agree that they are the persons responsible for the Chemical Products and they are the persons having control of the Chemical Products.

Because Chem-Online is not involved in Member-to-Member dealings, except to the limited extent noted above, all Members agree, in connection with any use of the Chem-Online Exchange: (1) to release Chem-Online (and its officers, directors, employees and agents) from any and all claims, demands and damages, of any type and nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with use of the Chem-Online Exchange by such Member (including any disputes with other Members using the Chem-Online Exchange, disputes relating to the qualifications or requirements of job applicants or postings on the career web page, and disputes arising from representations or omissions by any Member); and (2) to attempt to settle any disputes with such other Member directly.

Our then current Privacy policies are available at http://www.chem-online.com/auction/Privacy.html and are incorporated herein by reference.

There is no fee to join Chem-Online as a Member however there is a fee payable when a Member wishes to post or create a Classified item and as well a transaction fee is payable once a transaction is consummated between a buyer and a seller. The transaction fee payable is the fee that is set forth in the Fee Schedule which is available at http://www.chem-online.com/auction/feeschedule.html which is incorporated herein by reference. Unless otherwise stated,  all fees are quoted in US dollars. Members are responsible for paying all applicable taxes for all hardware, software, service and other costs that a user may incur in using the Chem-Online site.

Chem-Online.com/ and are incorporated herein by reference. Unless otherwise stated, all fees are quoted in US Dollars. Users are responsible for paying all applicable taxes and for all hardware, software, service and other costs a user may incur to bid, buy, procure a listing from Chem-Online and users agree that Chem-Online may in its sole discretion add, delete or change some or all of our services at any time.

In order to participate in the Chem-Online Exchange, the Member must: (1) provide all equipment, including a computer and modem, necessary to establish a connection to the World Wide Web; (2) provide for Member's own access to the World Wide Web; (3) pay any telephone or other Chem-Online Exchange fees associated with such access; (4) provide certain current, complete, and accurate information about Member as prompted to do so by the Registration form; and (5) maintain and update such registration information ("Registration Data") as required to keep such information current, complete and accurate. If any Registration Data that Member provides is untrue, inaccurate, not current or incomplete, Chem-Online retains the right to terminate Member's account and Member's rights to use the Chem-Online Exchange.

Successful registration with Chem-Online allows Members to join in online active trading on the Chem-Online Exchange. These actions include the ability to post a Seller Create Lot, a Classified Create Item or a Procurement Create Item (a "Posting") or placing a bid on a Seller Create Lot ("Bid") or placing a buy on a Classified Create Item (a "Buy") or placing a sell on a Procurement Create Item (a "Sell"). Members can also edit or delete their Postings at any time during Online active trading to reflect changes in the market environment.

Information relating to a Member or its products that a Member provides or that is derived or gained as a result of the registration, any Posting, any trading transaction (including Bidding, Buying or Selling), or in connection with a Member's use of the Service, will be referred to here and in the User Agreement as "Member Information."

Members agree and represent and warrant to Chem-Online that by using the Service:

(a) Members are solely responsible for Member Information, and Chem-Online acts as a passive conduit for Members online distribution and publication of Member Information. Chem-Online reserves the right to take any action with respect to such Member Information as it deems necessary or appropriate in its sole discretion if it believes that such Member Information may create liability for Chem-Online or may cause Chem-Online to lose (in whole or in part) the services of its suppliers. Chem-Online will not be liable to Members for any actions that it may take in good faith or upon advice of counsel.

(b) All Member Information and any Chemical Products as to which Members are making a Posting, Bidding Buy or Sell and any of Member's actions through the use of the Service:

        i.            will not be fraudulent, fictitious, counterfeit, or stolen;

  1. shall not infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;
  2. shall not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, munitions controls, mislabeling, drug or health, unfair competition, or false advertising);
  3. shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information;
  4. shall not link directly or indirectly to or include descriptions of goods or services that:(A) are identical to other items which Members have Posted but are priced lower than the reserve or minimum amount posted in a Members Posting; or (B) Members do not have a right to link to or include; and

Chem-Online is a responsible distribution company as defined under the Responsible Distribution Program of the Canadian Association of Chemical Distributors.  As such, Chem-Online for its own purposes will evaluate each Member application and request a self-assessment reponse fromeach Member.  In turn, Chem-Online will exercise its judgment for its own purposes to determine whether such a self-assessment is in compliance and if a Member application is not in compliance, in the judgment of Chem-online, the membership will be suspended until such time as further documentation illustrates compliance.  Chem-Online dose not represent that Members are compliant Responsible Distributors.  Any Member who wishes to evaluate another Member must conduct its own evaluation and form its own judgment on compliance and may not rely on the Chem-Online evaluation or judgment.

Members of the Chem-Online Exchange must choose a unique User Name. A Password will be sent to Members in response. These two: User Name and Password--allow entrance to Members-only sections of the Web site, and authorize Members to post, edit, and withdraw a Posting To maximize the highest levels of security, Members must re-enter their User Name and Password for each action that requires authorization.

Members must protect Password codes and other identifying information with the utmost care. Members may not disclose or share a Password to or with any third parties or use a password for any unauthorized purpose. Note that Chem-Online and each other Member will rely (and Members agree that Chem-Online and each other Member may rely) upon an action, including any message, Posting, Bid, Buy, or Sell, that is purportedly taken by Members if any person, whether by negligence or lack of negligence, gains access to a Members Password or gains access to a Members computer systems or transmitting facilities that facilitate misuse of a Password. All actions taken in association with a Password are attributed to a Member. Members agree that this attribution procedure as described above is commercially reasonable.

When a Member clicks on the "Bid" button in a Seller Create Lot and is the last and highest Bid before the closing of the auction on that Seller Create Lot or the "Buy" button in a Classified Create Item or the "Sell" button in the Procurement Create Item, a offer acceptance is generated and transmitted to both Buyer and Seller that sets forth the terms of the purchase and sale transaction (price, quantity, and other terms) (the "Offer Acceptance"). Such terms create the total legal obligation of the parties with respect to such transaction, enforceable to the extent provided by applicable law. At that point in time the Transaction Fee as provide herein becomes due and payable to Chem-Online.

Chem-Online does not verify to anyone that the information provided the Chem-Online Exchange by Members is accurate or that the exchange of information and terms between Members via the Web site will create any legally binding contracts between or among Members; Chem-Online does not guarantee or become responsible for any obligation arising out of any Sale Purchase Agreement or provide any assurance that any Sale Purchase Agreement will be ultimately concluded. However, by clicking any button referred to above accepting another Member's Posting, the parties are required to use their good faith efforts to conclude the Sale Purchase Agreement contemplated by the acceptance. All agreements among Members must be in accordance with the limitations and requirements set out in their Sale Purchase Agreement. Among other things, this duty of good faith entails sending or faxing of the Offer Acceptance to each party for their authorized signature. Though subject to a final negotiation of a Sale Purchase Agreement, Bids Buys and Sells are not retractable unless: the seller materially changes the terms of its Posting after a Members places a Bid Buy or Sell; clear typographical errors; or, when Members cannot authenticate the identity of the seller or buyer.

Once an Offer and Acceptance is reached between Buyer and Seller for the Chemical Products, Chem-Online sends information regarding the name, address, and other contact information for each party to the other party so as to enable the parties to consummate a Transaction. At that point in time the Transaction Fee payable to Chem-Online as provided herein has been earned. Seller and Buyer shall be responsible for setting the terms of payment, shipment, Product warranty (if any), and other terms governing the sale and purchase of Chemical Products under this Chem-Online Exchange. The Seller or Buyer (as agreed upon by the parties to a transaction) is responsible for collecting and paying all applicable taxes incurred in respect of Chemical Products sold or purchased on the Chem-Online Exchange and all Members specifically acknowledge that Chem-Online shall not be responsible for collecting or remitting any taxes except upon its own income. Chem-Online shall not be responsible for any breach by either party of the terms of any Transaction or associated transaction-related activities.

Members may enter into correspondence with or participate in promotions of advertisers promoting their Chemical Products or services on this Web site ("Advertisers"). Members acknowledge and agree that any such correspondence or participation, including the delivery of, and the payment for, Chemical Products and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between Member and Advertiser. Chem-Online shall have no liability, obligation or responsibility whatsoever arising out of or in connection with any such correspondence, participation, or transactions.

The Chem-Online Exchange may provide links to other Web sites or resources. Member acknowledges and agrees that Chem-Online is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, Chemical Products, or other materials on or available from such sites or resources. Member agrees that Chem-Online shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, Chemical Products or Chem-Online Exchange available on such external sites or resources.

Member acknowledges that content, including but not limited to text, software, music, sound, photographs, video, graphics or other material contained on this Web site or in sponsor advertisements or commercially produced information presented to Member on the Chem-Online Exchange ("Content") by Chem-Online, Chem-Online's Advertisers, or Chem-Online's Sellers, is protected by copyright, trademarks, Chem-Online Exchange marks, patents or other proprietary agreements and laws and Member is only permitted to use this Content as expressly authorized by Chem-Online, the Advertiser or the Seller, as applicable. This Agreement does not transfer any right, title, or interest in the Chem-Online Exchange or the Content to Member, and Member may not copy, reproduce, distribute, or create derivative works from this Content without expressly being authorized to do so by Chem-Online, the Advertiser, or the Seller, as applicable.

Chem-Online may change this User Agreement from time to time. Upon any change in the Agreement, Chem-Online will post the amended terms on this site. The amended terms shall automatically become effective 10 days after they are initially posted on this site. The terms may not otherwise be amended, except in a writing signed by both parties. Member's continued use of the Chem-Online Exchange after the expiration of the 10 day period constitutes Member's affirmative: (a) acknowledgment of the terms and its modifications; and (b) agreement to abide and be bound by the terms, as amended.

Chem-Online reserves the right to modify or discontinue the Chem-Online Exchange or any part thereof, temporarily or permanently, with or without notice to Member, and is not obligated to support or update the Chem-Online Exchange. Member acknowledges and agrees that Chem-Online shall not be liable to Member or any third party in the event that Chem-Online exercises its right to modify or discontinue the Chem-Online Exchange or any part thereof.

DISCLAIMER OF WARRANTIES. MEMBER EXPRESSLY AGREES THAT USE OF THE CHEM-ONLINE EXCHANGE IS AT ITS SOLE RISK. THE CHEM-ONLINE EXCHANGE IS PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS. CHEM-ONLINE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. CHEM-ONLINE MAKES NO WARRANTY THAT THE CHEM-ONLINE EXCHANGE WILL MEET MEMBER'S REQUIREMENTS, OR THAT THE CHEM-ONLINE EXCHANGE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES CHEM-ONLINE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CHEM-ONLINE EXCHANGE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OBTAINED THROUGH THE CHEM-ONLINE EXCHANGE OR THAT DEFECTS IN THE CHEM-ONLINE EXCHANGE WILL BE CORRECTED. MEMBER UNDERSTANDS AND AGREES THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CHEM-ONLINE EXCHANGE IS DONE AT MEMBER'S OWN DISCRETION AND RISK AND THAT MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. CHEM-ONLINE MAKES NO WARRANTY REGARDING ANY CHEMICAL PRODUCTS OR CHEM-ONLINE EXCHANGE PURCHASED OR OBTAINED THROUGH THE CHEM-ONLINE EXCHANGE OR ANY TRANSACTIONS ENTERED INTO OR THROUGH THE CHEM-ONLINE EXCHANGE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MEMBER FROM CHEM-ONLINE OR THROUGH THE CHEM-ONLINE EXCHANGE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO MEMBER.

Member agrees to indemnify, defend and hold harmless Chem-Online, its parents, subsidiaries, affiliates, directors, officers, shareholders and employees, from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Member's use of the Chem-Online Exchange, Member's violation of the Terms, or the infringement by Member, or any other person using Member's Customer ID, Employee ID, or Password, of any right of any person or entity.

As a condition of Membership, and in consideration of the services provided by Chem-Online, Member agrees that neither Chem-Online, nor any officer, affiliate, director, shareholder, agent or employee of Chem-Online will be liable to Member or any third party for any direct, indirect, incidental, special, punitive, or consequential loss of profits, loss of earnings, loss of business opportunities, damages, expense, or costs resulting directly or indirectly from, or otherwise arising in connection with any of the following:

(a) The use of the Chem-Online Exchange by the Member including but not limited to damages resulting from or arising from member's reliance on the Chem-Online Exchange, or the mistakes, omissions, interruptions, errors, defects, delays in operation, non-deliveries, mis-deliveries, transmissions, eavesdropping by third parties, or any failure of performance of the Chem-Online Exchange.

(b) The termination of Member's account by Chem-Online pursuant to the terms of Agreement.

      c.            Disclosure of Member's identity prior to a Transaction.

      d.            Any allegation, claim, suit, or other proceeding based upon a contention that the use of the Chem-Online Exchange by Member or a third party infringes the copyright, patent, trademark, trade secret, confidentiality, privacy, or other intellectual property rights or contractual rights of any third party.

e.      The failure, or alleged failure, of any Product purchased or transferred pursuant to the Chem-Online Exchange to conform to any specifications or terms, whether published on the Chem-Online Exchange or not.

  1. The failure of any Seller to deliver Chemical Products, the failure of any Buyer to pay (including any payment by a Credit Approved Member), any delay in shipment or payment, any breach, or alleged breach, of any warranty, covenant or other term, express or implied, relating to any Transaction.
  2. Any delay or failure of Chem-Online to perform due to government restriction, strikes, war, any natural disaster or any other condition beyond Chem-Online's control.

The limitations set forth in this section apply to the acts, omissions, negligence, and gross negligence of Chem-Online and its affiliates, subcontractors, employees, and agents, which, but for this provision, would give rise to a course of action in contract, or any other legal doctrine.

CHEM-ONLINE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE CHEM-ONLINE EXCHANGE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND CHEM-ONLINE EXCHANGE OR RESULTING FROM ANY CHEMICAL PRODUCTS OR CHEM-ONLINE EXCHANGE PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH THE CHEM-ONLINE EXCHANGE OR RESULTING FROM UNAUTHORIZED ACCESS TO, DELETION OR ALTERATION OF MEMBER'S TRANSMISSIONS OR DATA OR FAILURE OF THE CHEM-ONLINE EXCHANGE TO STORE MEMBER'S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF CHEM-ONLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHEM-ONLINE'S LIABILITY TO MEMBER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCES IS LIMITED TO THE AMOUNT OF FEES OR COMMISSIONS COLLECTED BY CHEM-ONLINE FROM MEMBER IN RESPECT OF THE TRANSACTION(S) TO WHICH THE DISPUTE PERTAINS.

In the event that any provision of this Agreement shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of this Agreement. This Agreement and any modifications hereto constitute the entire agreement between the parties with regard to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, as to such subject matter. Nothing contained in these Terms shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

Member acknowledges that when the "I Accept" button is clicked (a) Member has read and understood this Agreement; and (b) that this Agreement has the same force and effect as a signed agreement.