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Terms & Conditions of Sale - Coenza

Thank you for your interest in Coenza product portfolio. To ensure a smooth and efficient ordering process, we have outlined the steps and essential information you need below. Please review this information carefully, and feel free to contact our Customer Support Team with any questions or concerns.

1. Definitions

  • Coenza – UAB Essential Phosphates Ltd, legal entity code: 304832983, VAT code LT100012058515, the registered office address is at: Mokslininkų str. 12, Vilnius, LT-08412, Lithuania.

  • Purchaser – any legal entity that orders or purchases products from Coenza.

  • Products – any goods sold or offered for sale by Coenza.

  • Agreement – a legally binding agreement between Coenza and the Purchaser, which is considered concluded upon the Purchaser’s acceptance of Coenza’s terms for the purchase of Products, whether such acceptance is expressed in writing, electronically, orally, or by conduct.

  • Order – a request by the Purchaser to purchase products from Coenza, placed through Coenza’s official website or by submitting a formal written purchase request via email to Coenza’s designated contact point.

2. Applicability of Terms

  • These Terms and Conditions of Sale (the "Terms"), together with any sales documents referencing or accompanying them and any applicable supplemental terms, constitute the entire agreement between Coenza and the Purchaser with respect to the purchase and sale of Coenza’s Products. For the purposes of these Terms, sales documents shall include any quotation, invoice, order confirmation, or shipping document, whether provided in print or digital format. In the event of a separately executed written agreement between the parties governing the sale of specific Products and/or services, the terms of such agreement shall prevail in the event of any conflict with these Terms.

  • These Terms shall prevail over any conflicting or additional terms proposed by the Purchaser, regardless of when such terms are communicated. Fulfillment of an Order by Coenza shall not be construed as acceptance of any of the Purchaser’s terms, nor shall it constitute a modification of these Terms.

  • The Agreement between Coenza and the Purchaser shall be deemed effective upon Coenza’s confirmation, acknowledgment, or commencement of fulfillment of the Order. The Purchaser may not modify or cancel the Agreement without Coenza’s prior written consent. Any permitted modification or cancellation may be subject to reimbursement of costs incurred by Coenza in connection with the original order.

3. Orders

  • Orders may be placed through Coenza’s official website or by submitting a formal written purchase request via email to Coenza’s designated contact point. Each order must include the following information: full name of the contact person, legal name of the purchasing entity (company or institution), complete billing and shipping addresses, valid telephone number and email address, and detailed product information including product names, CAS No., catalog numbers (if applicable), and quantities. Coenza does not accept orders submitted via telephone. 

  • Standard catalog orders may be canceled by the Purchaser prior to the commencement of packing and shipment, subject to written notice submitted to Coenza’s Customer Support Team. Orders involving custom, bulk, or made-to-order Products are non-cancellable once confirmed, unless otherwise agreed in writing, and may be subject to applicable cancellation fees.

4. Delivery and Performance

  • All Products shall be shipped from Coenza’s designated warehouses in Lithuania or the United States. If the Product is in stock, dispatch typically occurs within twenty-four (24) business hours, following payment confirmations or receipt of a valid Order, excluding weekends and Lithuanian national holidays.  If the Product is not in stock, the Product lead time shall typically be 4 to 6 weeks. Coenza shall inform the Purchaser of the expected delivery date within 24 hours of placing the Order. 

  • Stated delivery times are non-binding estimates (European Union and United States: one (1) to three (3) business days post-dispatch; all other regions: one (1) to five (5) business days, subject to customs clearance). Coenza shall not be held liable for any delays, losses, or damages incurred during transit, including but not limited to those arising from high order volumes, inability to acquire necessary materials, customs-related procedures, and others.

  • Coenza shall provide a written acknowledgment within twenty-four (24) hours of any request concerning non-standard stock items requiring synthesis or those temporarily unavailable due to stock depletion.

  • Unless otherwise agreed in writing, all Products shall be shipped in accordance with Coenza’s standard packaging and shipping methods. The Purchaser shall be responsible for all associated shipping and handling fees.

  • Unless expressly agreed otherwise in writing by the parties or specified in an Order Confirmation, delivery shall be made under FCA (Free Carrier) Incoterms. The Purchaser may opt to utilize their designated courier service and, if so, must furnish Coenza with the appropriate account information.

  • Orders shall be shipped in Styrofoam boxes with cold gel packs, which typically maintain temperatures between 0°C and +5°C during delivery. For bulk orders, dry ice shipping is available upon prior request.

5. Use of Products

  • All Products are intended exclusively for research and professional use in laboratory or industrial settings. The Purchaser acknowledges and agrees that Products are not tested, certified, or approved for consumption, use in food, pharmaceuticals, cosmetics, medical devices, diagnostics, or for any commercial purpose, unless explicitly authorized in writing by Coenza or clearly stated in the applicable product documentation. Products have not been approved, cleared, or licensed by the regulatory entity whether foreign or domestic for any specific intended use.

  • The Purchaser shall comply with all applicable usage instructions, specifications, safety requirements, and limitations provided by Coenza, including but not limited to product data sheets, safety data sheets, labeling, and other related product documentation. The Purchaser shall ensure that the Products, and any materials produced therefrom, are properly tested, handled, applied, and commercialized in accordance with all applicable laws, regulations, and industry standards.

  • Where product documentation indicates that Products are designated as Research Use Only (RUO), the Purchaser shall have no right, express or implied, to use the Products for any other purpose, including but not limited to diagnostics, food, drugs, medical devices, cosmetics, or for commercial gain, unless prior written consent has been obtained from Coenza.

  • The Purchaser shall not market, distribute, resell, or export the Products for any purpose unless expressly permitted in writing by Coenza. The Purchaser must ensure it has any regulatory approvals that are necessary for the Purchaser’s intended uses of the Product. Coenza shall not be liable in the case that supplied goods are not suitable and useful for the purpose desired by the Purchaser.

6. Intellectual Property

The Purchaser acknowledges that, as of the date of the Agreement, the Purchaser neither has nor is acquiring any license, concession, rights for use (except as granted herein) or any other right, title or interest in or to any trademarks, trade names, patents, developments, specifications, techniques or other proprietary or confidential information related to the Products.

7. Inspection and Rejection of Products

  • Upon receipt of the Products, the Purchaser shall, within five (5) business days, conduct a thorough inspection of the delivered Products at its premises. Should the Purchaser identify any non-conformity with the specifications set forth in the applicable Product documentation, it shall notify Coenza in writing without undue delay. 

  • The Purchaser shall not be liable for payment of any Products that are duly identified and confirmed in writing as non-conforming. Coenza shall, at its own cost, replace such non-conforming Products with conforming Products that meet the agreed specifications. In such instances, replacement shall constitute the Purchaser’s sole and exclusive remedy. 

  • Upon request by Coenza, all rejected Products shall be returned to Coenza and managed in accordance with the return procedures outlined herein.  

  • Coenza shall not be liable for any modifications, alterations, or other interventions applied to the Products by the Purchaser or any third party following delivery.

8. Price and Payment

  • Unless otherwise agreed in writing in the applicable Order, payment for the Products shall be made as follows: for the first Order, one hundred percent (100%) of the total amount shall be paid in advance; for all subsequent Orders, payment shall be due within thirty (30) calendar days from the date of delivery.

  • All prices are stated exclusive of sales, use, excise, value-added tax (VAT), customs duties, tariffs, or any other similar taxes, levies, or charges imposed by any governmental or quasi-governmental authority. The Purchaser shall bear sole responsibility for the payment of any such amounts in connection with the purchase, importation, or delivery of the Products, unless otherwise expressly agreed in writing by Coenza.

  • In the event the Purchaser fails to make payment within the agreed terms, the Purchaser shall be liable to pay Coenza a contractual penalty equal to zero point zero six percent (0.06%) of the outstanding amount for each calendar day of delay.

  • In the event the Purchaser fails to make payment within the agreed terms, Coenza reserves the right to immediately suspend the fulfillment of any pending Orders and/or to reject any new Orders submitted by the Purchaser.

9. Warranties and Claims

  • Coenza warrants that all Products supplied under this Agreement shall conform, at the time of delivery, to the specifications set forth in the applicable packaging, labeling, product inserts, or accompanying documentation provided by Coenza.

  • Coenza only warrants that the Products will be made and tested in accordance with Coenza’s standard manufacturing and quality control processes. Coenza makes no warranty that Products may be used as intended by the Purchaser or for the Purchaser’s intended uses.

  • Warranties do not apply to the extent a non-conformance is due to (i) abuse, misuse, neglect, negligence, accident, improper storage, or use contrary to the documentation or specifications, (ii) use in violation of these Terms, (iii) improper handling, installation, maintenance, or repair, (iv) unauthorized alterations, (v) Force Majeure events, or (vi) use with a third party’s products.

  • Coenza’s obligations hereunder in the event of any breach hereof or breach of warranty shall be limited to the Order price of the Products involved, or replacement of the applicable Products, at the option of Coenza. Coenza shall have no other obligation to Purchaser hereunder.

10. Returns

  • The Purchaser shall not return any Products without Coenza’s prior written authorization. All returns must comply with Coenza’s return instructions and may be subject to a restocking fee. Products returned without such prior authorization may be refused and returned to the Purchaser at the Purchaser’s sole expense. 

  • All returned Products must be unused, unopened, and in their original packaging. The return of certain categories of Products—specifically custom, bulk, hazardous, discontinued, or temperature-sensitive items—is strictly prohibited under all circumstances. 

11. Limitation of Liability and Indemnification

  • The Purchaser shall indemnify, defend, and hold harmless Coenza, including its affiliates, directors, employees, and agents, from and against any and all claims, liabilities, losses, damages, costs, expenses, demands, or actions arising out of or in connection with the Purchaser’s operations. This includes, without limitation, claims related to personal injury, property damage, or any representations or warranties made by the Purchaser that were not expressly authorized by Coenza in writing.

  • In no event shall Coenza be liable, whether in contract, tort (including negligence), warranty, or under any other legal theory, for any incidental, indirect, special, exemplary, punitive, or consequential damages, including but not limited to loss of profits, revenue, savings, investment, goodwill, or business interruption, regardless of whether such damages were foreseeable or Coenza was advised of the possibility thereof.

  • Notwithstanding anything to the contrary in this Agreement, Coenza’s total aggregate liability to the Purchaser or any third party arising under or in connection with this Agreement shall in no event exceed the total amount paid by the Purchaser for the specific Order giving rise to such claim.

12. Compliance with Laws

The Purchaser shall comply with all applicable laws, regulations, and governmental requirements, including but not limited to those concerning export control, the handling and use of pharmaceuticals, cosmetics, food products, electrical or electronic waste, and chemical substances (such as under the Toxic Substances Control Act and REACH). This also includes compliance with anti-bribery and anti-corruption legislation (e.g., the U.S. Foreign Corrupt Practices Act and the UK Bribery Act). The Purchaser shall obtain and maintain all required licenses, authorizations, consents, and permits necessary to perform its obligations under this Agreement. The Purchaser shall also ensure full compliance with all applicable export and import regulations in connection with the purchase and shipment of the Products. Coenza reserves the right to suspend delivery or terminate this Agreement if any governmental authority imposes anti-dumping duties, countervailing duties, or other trade-related penalties affecting the Products. Coenza shall not be responsible for compliance with any domestic or foreign laws, regulations, or legal requirements applicable to the Products or to the Purchaser’s intended use thereof. The Purchaser is solely responsible for identifying, evaluating, and ensuring compliance with all such requirements at its own risk, cost, and responsibility.

13. Termination

Without prejudice to any other rights or remedies available under this Agreement or at law, Coenza may terminate this Agreement with immediate effect by providing written notice to the Purchaser if the Purchaser: (a) fails to make any payment when due; (b) materially breaches any provision of this Agreement and fails to remedy such breach within a reasonable period; or (c) becomes insolvent, is declared bankrupt, initiates or is subject to any proceedings related to insolvency, receivership, reorganization, or assignment for the benefit of creditors.

14. Processing of Personal Data

  • For the purpose of the conclusion and performance of the Agreement, certain personal data of the Purchaser may be processed in accordance with applicable data protection laws. 

  • Detailed information on the processing of personal data is available at https://www.coenzalabs.com/privacy-policy. 

  • By entering into the Agreement, the Purchaser confirms that has reviewed and is familiar with these data processing provisions.

15. Confidential Information

All non-public, confidential, or proprietary information disclosed by Coenza to the Purchaser—whether orally or in written, electronic, or any other form, and whether or not marked as confidential—including, but not limited to, technical specifications, product samples, designs, business strategies, customer information, pricing, and commercial terms ("Confidential Information") shall be treated as strictly confidential. The Purchaser shall not disclose or use any such Confidential Information for any purpose other than as strictly necessary to fulfill its obligations under this Agreement, unless expressly authorized in writing by Coenza. This obligation includes, without limitation, a prohibition on using Confidential Information for the purpose of filing patent applications. Upon Coenza’s request, the Purchaser shall promptly return or destroy all materials containing Confidential Information. Coenza shall be entitled to injunctive relief and any other legal remedies for any actual or threatened breach of this provision. This obligation of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the Purchaser; (b) was lawfully known to the Purchaser at the time of disclosure; or (c) is rightfully received by the Purchaser from a third party without breach of any confidentiality obligation.

16. Force Majeure

  • Neither Party shall not be entitled to exercise its rights and remedies upon the default of the other Party, except failure to perform payment obligation, to the extent that and for so long as the default is caused beyond its reasonable control or by strikes, lockouts or other labour disturbances or by fire, flood, war, embargoes, blockades, riots, governmental interference, acts or omissions of any governmental authority or of the other party, compliance with government regulations (including, but not limited to, restrictions imposed by the government due to COVID or other similar pandemics or circumstances), acts of god, delays or shortages in transportation or inability to obtain necessary labour, materials or manufacturing facilities from usual sources or from defects or delays in the performance of its suppliers or subcontractors if caused by any circumstance referred to in this Section. Upon the occurrence of any such event, either party shall, without delay, inform the other party to this Agreement.

  • If due to the reason of any of the above-mentioned circumstances, the performance of this Order becomes impossible for more than 90 consecutive calendar days, either Party shall be entitled to terminate the Order with immediate effect by written notice to the other Party.

17. Applicable Law, Dispute Resolution

  • Agreement, Orders issued hereunder, all and any related legal relations shall be governed by the applicable law of the Republic of Lithuania. 

  • If any dispute, controversy, or claim arises in connection with this Agreement, the responsible representatives of the parties shall attempt, in fair dealing and in good faith, to settle such dispute. If the parties are not able to reach an amicable settlement within 14 calendar days term, any such dispute, controversy, or claim shall be finally settled by the relevant Vilnius city court.

For further assistance, please contact our Customer Support Team: 

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