Terms and Conditions
1. Who we are and scope
1.1 These Terms and Conditions ("Terms") govern access to and use of the website chemsmog.com (the "Website") and the online marketplace made available through it (the "Platform"), operated by CHEMCHIMP S.R.L., registered office Piazza Castello 1, 20121 Milan (MI), Italy, VAT no. / Tax Code 12346670966 (EU VAT IT12346670966), REA no. MI-2655447, PEC chemchimpsrl@pec.it ("ChemSmog", "we", "us"). 1.2 The Platform is a business-to-business marketplace for surplus, expired, near-expiry and/or off-spec chemical products and materials. It is intended exclusively for professional operators acting in the course of their business, trade or profession ("Users"). Consumers are not admitted. 1.3 By registering, accessing the Platform or submitting an Order Request, the User accepts these Terms. If you do not accept them, do not use the Platform.
2. Definitions
"SMOG Goods": the goods offered on the Platform, as described in Section 4.
"Seller": the party selling the goods, which may be ChemSmog or a third party (see Section 5).
"Buyer": a User requesting to purchase goods through the Platform.
"Order Request": the purchase request submitted by a Buyer through the Website. No payment is made on the Website.
"Contract of Sale": the contract concluded under Section 6.
3. Eligibility and registration
3.1 Users must be legally registered businesses and must provide accurate, complete and up-to-date information, including company data, VAT number and a legal representative. 3.2 We may request documents (e.g. company registry extract, authorisations, licences) and may refuse, suspend or terminate any account at our discretion, including where we suspect non-compliance or misuse. 3.3 The User is responsible for keeping credentials confidential and for all activity under their account.
4. Nature of the goods – "SMOG" disclaimer
4.1 The purchased goods are qualified as "SMOG". Such definition includes, without distinction, the following potential features:
goods close to the expiration date that might not, for this reason, preserve, in part or entirely, their original characteristics and qualities;
goods not close to the expiration date whose state of preservation may not be, and is not, guaranteed, nor has been verified by us
4.2 We do not carry out any control on the condition of the goods and make no representation nor give any guarantee in this respect. 4.3 We shall not be liable, and the Buyer irrevocably waives the right to hold us liable (and waives any claim or action against us), for defects, potential lack of quality or lower value of the goods, to the fullest extent permitted by applicable law. 4.4 Any technical data, description, photo, safety data sheet, specification or certificate shown on the Platform is provided by the Seller or by third parties, is indicative only, and is not verified by us. The Buyer must verify suitability, quality, composition, regulatory status and intended use before purchase. 4.5 The goods are sold "as is" and "where is". Statutory warranties for conformity and hidden defects (including under articles 1490 ff. of the Italian Civil Code) are excluded to the extent permitted by law.
5. Role of ChemSmog
5.1 Depending on the listing, ChemSmog may act (a) as Seller, selling goods it owns in its own name, or (b) as an intermediary, connecting a third-party Seller and the Buyer, without being the owner of the goods or a party to the Contract of Sale between them. The applicable role is indicated in the listing or, at the latest, in the order confirmation. 5.2 When acting as intermediary, ChemSmog does not own, produce, store, inspect, test, transport or distribute the goods and is not responsible for the Seller's statements or performance. 5.3 ChemSmog does not own vehicles or warehouses. Goods are held by the Seller or by third parties at their premises.
6. Order Requests, due diligence and contract formation
6.1 Submitting an Order Request on the Website is a purchase proposal, is not a payment and does not oblige ChemSmog or any Seller to accept it. 6.2 Before accepting, we carry out a due diligence on the Buyer (and, where relevant, on the Seller and the goods), which may include requests for documents and information. We may refuse or cancel any Order Request, at any time before confirmation, without liability. 6.3 The Contract of Sale is concluded when we send the Buyer a written order confirmation (including by email), after the due diligence has been successfully completed. 6.4 Quantities, availability and prices may change and are subject to confirmation. Errors and omissions are excepted.
7. Price and payment
7.1 Prices on the Website are in euro, exclusive of VAT and other taxes, transport, insurance, customs duties and any other charges, and are quoted EXW (Incoterms® 2020), as per Section 8. 7.2 No payment is ever made through the Website. After the due diligence and the order confirmation, payment is made exclusively by bank transfer to the bank account indicated in the order confirmation or invoice. Beware of requests to pay to different accounts: always verify them by contacting us at the PEC address above. 7.3 Title to the goods passes upon receipt of full payment. 7.4 Late payments accrue default interest under Italian Legislative Decree 231/2002. 7.5 The Platform is B2B only: no consumer right of withdrawal applies. Confirmed orders are final.
8. Delivery, transport and risk
8.1 Unless otherwise agreed in writing, goods are sold EXW (Incoterms® 2020) at the place where they are located, as indicated in the listing or confirmation. Prices and delivery terms may be negotiated. 8.2 The Buyer may: (a) collect the goods or appoint its own carrier; or (b) ask ChemSmog to arrange transport through independent third-party carriers. In case (b), the price may change and will be quoted before confirmation; ChemSmog acts on behalf and at the risk and expense of the Buyer, is not the carrier, and is not liable for acts, omissions, delays, loss or damage caused by carriers. 8.3 Risk of loss or damage passes to the Buyer when the goods are made available at the EXW place of delivery. 8.4 Many goods are hazardous. Packaging, labelling, loading, transport and unloading must comply with applicable rules (including ADR/RID/IMDG/IATA as relevant). Whoever organises the transport must use qualified carriers and personnel. 8.5 The Buyer must inspect the goods on receipt and notify any visible damage to the carrier and to us within 3 days.
9. Regulatory compliance
9.1 Each User is solely responsible for compliance with all laws applicable to its activity and to the goods, including, as applicable: Regulation (EC) 1907/2006 (REACH), Regulation (EC) 1272/2008 (CLP), biocidal and plant-protection rules, dual-use and export-control rules, sanctions and customs rules. 9.2 Where a third party is the Seller, it warrants that it has full title to the goods and the right to sell them, and that its listing information (identification, quantities, hazard classification, SDS availability) is truthful and compliant. 9.3 The Buyer warrants that it holds all licences, registrations and authorisations needed to purchase, hold, transport, use, process or resell the goods, and will use them lawfully and safely. 9.4 The goods offered on the Platform are not classified as waste. Users must not use the Platform to offer, purchase or transfer waste. If goods are or become waste under applicable law, the Seller must immediately inform us and we may cancel the Order without liability. 9.5 Prohibited use: goods may not be used for unlawful purposes, including the manufacture of weapons, narcotics or explosives, nor resold to prohibited persons or destinations.
10. Limitation of liability
10.1 To the fullest extent permitted by law, ChemSmog shall have no liability to Users for: the quality, conformity, safety, shelf life, composition or fitness of the goods; acts or omissions of Sellers, Buyers or carriers; any direct, indirect or consequential damage, loss of profit, loss of business or loss of data. 10.2 Nothing in these Terms excludes or limits liability for wilful misconduct or gross negligence, or any liability that cannot be excluded under mandatory law.
11. Indemnity
The User shall indemnify and hold ChemSmog harmless from claims, damages, fines and costs (including reasonable legal fees) arising from the User's breach of these Terms or of applicable law, from the goods it buys, handles or uses, or from content it publishes.
12. Use of the Platform and intellectual property
12.1 Users must not misuse the Platform, introduce malicious code, scrape or reverse-engineer it, publish false or unlawful content, or bypass the Platform to avoid fees. 12.2 All rights in the Website, brand, logos, software, databases and content are owned by ChemSmog or its licensors. Users receive a limited, non-exclusive, non-transferable right to use the Platform for their business purposes. Users grant ChemSmog a licence to use content they upload as needed to operate the Platform.
13. Suspension and termination
We may suspend or terminate access at any time, with or without notice, in case of breach, suspected unlawful activity or regulatory risk. Users may close their account at any time, without prejudice to confirmed orders. Clauses which by nature should survive (including Sections 4, 9, 10, 11 and 16) remain in effect.
14. Data protection and cookies
Personal data are processed in accordance with Regulation (EU) 2016/679 (GDPR) as described in our Privacy Policy and Cookie Policy, available at the links on the Website.
15. Changes
We may update these Terms at any time. The updated version applies from publication on the Website; for confirmed orders the version in force at the time of confirmation applies.
16. Governing law and jurisdiction
16.1 These Terms and any Contract of Sale are governed by Italian law. 16.2 The Court of Milan has exclusive jurisdiction over any dispute, without prejudice to mandatory rules.
17. General
These Terms constitute the entire agreement regarding the use of the Platform. If any provision is invalid, the remaining provisions remain in force. Failure to enforce a right is not a waiver. Notices may be sent to chemchimpsrl@pec.it .
18. Specific approval of clauses (articles 1341 and 1342 Italian Civil Code)
The User declares to have read and expressly approves the following clauses: 4 (Nature of the goods – "SMOG" disclaimer, exclusion of warranties and liability), 5 (Role of ChemSmog), 6 (Order Requests and due diligence), 7 (Payment and default interest), 8 (Delivery, transport and risk), 9 (Regulatory compliance), 10 (Limitation of liability), 11 (Indemnity), 13 (Suspension and termination), 15 (Changes), 16 (Governing law and exclusive jurisdiction).