Terms & Conditions

Terms of Sale

Effective Date: March 2025
Company: Exim-Indis
Location: Houston, Texas, USA

1. General Terms

1.1 These Terms of Sale (“Terms”) govern all sales of chemicals, intermediates, and related products by Exim-Indis (“Seller”) to any buyer (“Buyer”).

1.2 By placing an order, Buyer agrees to these Terms. Any modifications or additional terms proposed by Buyer must be agreed to in writing by Seller.

2. Orders and Acceptance

2.1 All purchase orders are subject to Seller’s acceptance. No order is binding until confirmed in writing by Seller.

2.2 Seller reserves the right to reject, modify, or cancel any order due to availability, regulatory requirements, or other business considerations.

3. Pricing and Payment

3.1 Prices are quoted EXW (Ex Works) Houston, Texas unless otherwise agreed. Prices are subject to change without notice.

3.2 Payments must be made in U.S. dollars via wire transfer, ACH, or an agreed method.

3.3 Standard payment terms are Net 30, subject to credit approval. Late payments incur a 1.5% interest per month, or the maximum allowed by law.

4. Delivery and Risk of Loss

4.1 Delivery dates are estimates only. Seller is not liable for delays due to force majeure or external disruptions.

4.2 Risk of loss transfers to Buyer upon shipment from Seller’s facility or third-party warehouse.

5. Warranty and Disclaimers

5.1 Seller warrants that products conform to specifications at the time of shipment.

5.2 Seller makes no other warranties, express or implied, including merchantability or fitness for a particular purpose.

5.3 Buyer must inspect goods upon receipt and notify Seller of defects within five (5) business days.

6. Returns and Cancellations

6.1 Returns are only accepted for non-conforming products and require prior written approval.

6.2 Cancellations are subject to Seller’s discretion. Custom or made-to-order products cannot be canceled once production has started.

7. Compliance and Regulatory Requirements

7.1 Buyer is responsible for compliance with all applicable local, state, federal, and international laws regarding the handling, storage, and use of purchased chemicals.

7.2 Seller complies with Houston, Texas regulations, U.S. EPA, FDA, OSHA, DOT, and international trade laws (including REACH, TSCA, and Hazardous Material Transportation rules).

8. Limitation of Liability

8.1 Seller’s liability is limited to the replacement of defective products or refund of purchase price.

8.2 Seller is not liable for indirect, incidental, or consequential damages.

9. Governing Law and Dispute Resolution

9.1 These Terms are governed by the laws of the State of Texas, USA.

9.2 Any disputes shall be resolved in the courts of Harris County, Texas.

10. Force Majeure

10.1 Seller is not liable for delays or failures due to natural disasters, acts of God, labor strikes, supply chain disruptions, regulatory changes, or other unforeseen events beyond its control.

Terms of Purchase

Effective Date: March 2025
Company: Exim-Indis
Location: Houston, Texas, USA 

1. General Terms

1.1 These Terms of Purchase (“Terms”) govern all purchases of materials, products, and services by Exim-Indis (“Buyer”) from any supplier (“Seller”).

1.2 These Terms supersede any conflicting terms in Seller’s documentation unless agreed in writing. 

2. Purchase Orders and Acceptance

2.1 All purchases require a formal Purchase Order (PO) issued by Buyer.

2.2 Seller’s acceptance of a PO is binding, and modifications require written approval.

2.3 Buyer reserves the right to cancel a PO without penalty if Seller fails to confirm acceptance within the agreed timeframe. 

3. Pricing and Payment

3.1 Prices are fixed as per the PO and include all costs, duties, and fees, unless otherwise agreed.

3.2 Payment terms are Net 30, subject to negotiation. Payments will be made after Buyer’s inspection and acceptance of goods.

3.3 Buyer reserves the right to withhold or offset payments for defective or non-conforming goods. 

4. Delivery and Inspection

4.1 Seller must deliver goods on time per the PO. Late deliveries may result in penalties or order cancellation.

4.2 All shipments must include proper labeling, safety data sheets (SDS), and compliance documentation.

4.3 Buyer reserves the right to inspect and reject non-conforming goods within ten (10) business days of receipt. 

5. Warranties and Liability

5.1 Seller warrants that all products conform to specifications, are free from defects, and comply with regulatory requirements.

5.2 Buyer has the right to return defective goods at Seller’s expense and seek damages if non-conformance affects operations.

5.3 Seller agrees to indemnify and hold Buyer harmless against any legal claims due to defective or non-compliant products.

6. Compliance and Regulatory Requirements

6.1 Seller must comply with Houston, Texas state laws, U.S. federal regulations, and international trade laws, including:

• U.S. Environmental Protection Agency (EPA) regulations
• FDA & OSHA safety standards
• TSCA, REACH, and hazardous materials laws
• U.S. customs and international trade compliance

6.2 Seller must provide Safety Data Sheets (SDS/SDS) and Certificates of Analysis (COA) for regulated chemicals.

7. Confidentiality and Intellectual Property

7.1 Seller must treat all Buyer’s technical, business, and trade information as confidential.

7.2 Any intellectual property developed during custom synthesis remains the property of Exim-Indis, unless otherwise agreed.

8. Indemnification

8.1 Seller agrees to indemnify Buyer against claims, damages, and legal liabilities arising from product defects, regulatory violations, or third-party claims.

9. Termination

9.1 Buyer may terminate a PO if Seller fails to meet obligations, violates regulations, or experiences insolvency.

9.2 Upon termination, Seller must refund all prepayments for undelivered goods and return any Buyer-owned materials.

10. Governing Law and Dispute Resolution

10.1 These Terms are governed by the laws of the State of Texas, USA.

10.2 Any disputes shall be resolved in the courts of Harris County, Texas.