General terms for products in the catalog
The following General Terms and the accompanying Specific Terms (together referred to as the “Contract”) shall apply to the commercial relationship between Melius Organics and the Client.
Melius Organics, with registered office at Avinguda de la Cambra de Comerç, 42, 43204 Reus (Tarragona), Spain, and VAT ESB19361823 (hereinafter, “Melius Organics”), is a company specialised in the development and supply of organic compounds and chemical reagents for research purposes, serving clients across various industries.
FIRST.- DEFINITIONS
1.1 “Client” refers to the legal entity identified in the Specific Terms of this Contract as the recipient of the Products and/or Services provided by Melius Organics. The Client undertakes to comply with the obligations set forth herein and shall be deemed bound by the terms of this Contract upon acceptance.
1.2 For the purposes of this Contract, the “Effective Date” shall mean the date on which the last of the Parties signs this Contract, unless otherwise expressly agreed in writing.
1.3 For the purposes of this Contract, “Confidential Information” shall mean any data or information, regardless of form or medium (oral, written, electronic, visual, digital, or other), disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), that is not publicly known and is identified or reasonably understood to be confidential in nature. This includes, without limitation: a) Technical, scientific, and research-related data, including formulas, chemical reactions, molecules, compounds, experimental methods and results, chemical databases, development protocols, and know-how; b) Business and commercial information such as business plans, strategies, financial data, cost and pricing information, market analyses, and forecasts; c) Intellectual property, inventions, product designs, technical drawings, diagrams, schematics, and software (including source code and object code); d) Customer and supplier lists, project details, contracts, and correspondence; and e) Any summaries, analyses, compilations, or other materials prepared by the Receiving Party that incorporate or reflect the Disclosing Party’s Confidential Information. All copies, reproductions, notes, or derivative works based on Confidential Information shall also be treated as Confidential Information.
1.4 “Products” and/or “Services” shall mean the goods, materials, and/or services to be supplied or rendered by Melius Organics to the Client, as detailed in the Specific Terms of this Contract. These may include, without limitation, the development, manufacture, and delivery of organic compounds and chemical reagents for research or other agreed purposes.
SECOND.- MUTUAL OBLIGATIONS AND GENERAL PROVISIONS
2.1 This Contract sets forth the mutual rights and obligations of Melius Organics and the Client in connection with the supply of the Products and/or Services, as described in the Specific Terms. It constitutes a legally binding and enforceable agreement between the Parties.
2.2 Melius Organics undertakes to: a) Provide the Products and/or Services in a diligent, professional, and timely manner, in accordance with the conditions established in this Contract; b) Inform the Client promptly of any relevant circumstances or unforeseen events that may affect or require a modification to the scope, content, or timing of the Products and/or Services; c) Supply the Products with proper storage and handling instructions, and notify the Client and the carrier of any specific requirements when applicable.
2.3 The Client undertakes to: a) Pay the agreed price in accordance with the terms and deadlines set out in the Specific Terms; and b) Cooperate reasonably with Melius Organics to enable the correct performance of the Contract, including providing timely information or access where necessary.
THIRD.- TERM AND TERMINATION
3.1 Term. The duration of this Contract shall be as set out in the Specific Terms. The Contract shall enter into force on the Effective Date and shall remain in effect for the agreed period, unless terminated earlier in accordance with this Clause.
3.2 Termination for cause. Either Party may terminate this Contract, in whole or in part, with immediate effect by written notice to the other Party if: a) the other Party commits a material breach of any of its obligations under this Contract and fails to remedy such breach within thirty (30) calendar days of receipt of written notice requiring it to do so; b) the other Party becomes insolvent, enters into liquidation, or is subject to any insolvency or bankruptcy proceedings; and c) the performance of the Contract becomes impossible due to force majeure, as defined in Clause 13 of these General Terms.
3.3 Termination for convenience. Either Party may terminate this Contract for convenience by giving the other Party at least fifteen (15) days’ prior written notice. In such case, the terminating Party shall not incur liability other than for the payment of amounts due for Products and/or Services already delivered or performed up to the effective date of termination.
3.4 Effects of Termination. Upon termination or expiry of this Contract: a) all outstanding amounts owed by either Party shall become immediately due and payable; b) each Party shall return or destroy any confidential information of the other Party in its possession, in accordance with the confidentiality obligations set forth in this Contract and/or the Mutual Non-Disclosure Agreement signed between the Parties; and c) the provisions of the Contract which by their nature are intended to survive termination (including but not limited to confidentiality, intellectual property, and limitation of liability) shall remain in full force and effect.
FOURTH.- PURCHASE ORDERS
4.1 Placement and notice period. All purchase orders must be submitted by the Client in writing and communicated to Melius Organics via the Notifications contact specified in Clause 5 of the Specific Terms. Melius Organics reserves the right to reject or modify any purchase order that falls outside the scope of the Contract at its sole discretion.
4.2 Order confirmation and payment terms. Each purchase order will be subject to written confirmation by Melius Organics. Upon confirmation, the Client may be required to pay a non-refundable deposit on the total price. The amount of this deposit, as well as the timing of payment prior to the shipment of the Products and the expected delivery date, shall be set out in the Specific Conditions. Melius Organics shall have no obligation to commence manufacture or arrange shipment until the initial payment has been received.
4.3 Product specifications. The Client acknowledges that the Products supplied by Melius Organics are manufactured in limited quantities depending, and are selected from the standard catalogue made available to the Client. At the Client’s express request and subject to mutual written agreement, Melius Organics may develop customised Products outside the catalogue. Such customised Products may be subject to specific development terms, pricing, and delivery timelines, as separately agreed by the Parties in writing.
FIFTH.- DELIVERY TERMS
5.1 Delivery schedule. Melius Organics shall deliver the Products to the Client on or before the delivery date(s) agreed by the Parties, as set out in Specific Terms or as otherwise mutually agreed in writing.
5.2 Place of delivery. Delivery shall be made to the address specified by the Client in the Specific Terms, or to such other location as may be agreed by the Parties in writing.
5.3 Partial deliveries. Unless otherwise agreed, partial deliveries shall be permitted. Each partial delivery shall be treated as a separate obligation and shall not relieve Melius Organics from delivering the remaining Products.
5.4 Transfer of risk and title. Risk of loss or damage to the Products shall pass to the Client upon delivery. Title to the Products shall pass to the Client upon full payment of the corresponding invoice(s), unless otherwise agreed in writing.
5.5 Delays. In the event that Melius Organics anticipates any delay in delivery, it shall notify the Client without undue delay, stating the reason and the expected revised delivery date. Such delay shall not constitute a breach of contract if caused by force majeure or any other cause beyond the reasonable control of the Melius Organics, provided that Melius uses all reasonable efforts to mitigate the delay.
SIXTH.- PACKAGING, SHIPPING AND INSPECTION
6.1 Packaging. Melius Organics shall package the Products in accordance with applicable industry standards and in compliance with all relevant shipping laws and regulations in the countries of origin, transit, and destination. Packaging shall be suitable to preserve the integrity of the Products during transportation, taking into account the nature and sensitivity of the goods.
6.2 Storage guidelines. Melius Organics shall ensure that the packaging includes a Safety Data Sheet (“SDS”) for the proper storage and handling of the Products. Where necessary, Melius Organics shall also inform the Client and/or the carrier of any special storage or transportation requirements essential to maintaining product quality.
6.3 Transfer of risk and limitation of liability. Risk of damage, deterioration, or loss of quality of the Products shall transfer in accordance with the applicable Incoterms, as specified in Clause 4 of the Specific Terms. Melius Organics shall not be held liable for any such damage, deterioration, or loss of quality arising from improper handling, shipping conditions, or failure to follow storage instructions after dispatch.
6.4 Inspection and non-conformity claims. The Client shall inspect the Products immediately upon receipt. Any visible damage, non-conformity, or deterioration must be notified in writing to Melius Organics within five (5) days from the date of delivery. Such notice shall include supporting evidence, including a copy of the signed delivery note and the relevant transport company documentation. Failure to provide such written notice within the specified period shall constitute irrevocable acceptance of the Products in the condition delivered, and the Client shall forfeit any right to make subsequent claims in this regard.
6.5 Remedies. If a claim is accepted as valid by Melius Organics, the Client will be informed of the appropriate return or compensation procedure as soon as reasonably possible. In such case, Melius Organics may, at its sole discretion, either replace the non-conforming Products or refund the corresponding invoiced amount.
SEVENTH.- QUALITY STANDARDS
7.1 The analysis of the Products manufactured or supplied by Melius Organics will be displayed and demonstrated in the Certificate of Analysis (“COA”).
7.2 A copy of the corresponding CoA, referencing the lot number, shall be included as an integral part of the delivery. Melius Organic shall deliver the Products with the purity agreed in the Specific Terms. The stated purity refers to the weight fraction of the target compound in the sample, expressed as a percentage ((w/w) × 100).
EIGHTH.- USE OF PRODUCTS & LIMITATION OF LIABILITY
8.1 Authorised use. The Products and/or Services supplied by Melius Organics under this Contract consist of chemical substances intended exclusively for research purposes. They are not designed or approved for R&D only, not for drug, household or other uses. The Client undertakes to use the Products and Services solely for authorised research activities and only by suitably qualified and trained personnel. Any use outside of this authorised scope without the prior written consent of Melius Organics shall constitute a material breach of this Contract.
8.2 It is the sole responsibility of the Client to:
a) ensure the suitability of the Products for their intended use;
b) verify that all individuals involved in handling the Products are fully informed and trained of the associated hazards and safety requirements;
c) implement appropriate safety protocols and comply with all relevant laws and regulations applicable to the use, handling, and disposal of the Products; and d) arrange, at its own cost and discretion, for the testing or analysis of the Products either in its own laboratories or through qualified third-party laboratories.
8.3 Limitation of liability. Melius Organics shall carry out the manufacture and supply of Products in accordance with applicable laws and good industry practices. However, due to the scientific and experimental nature of the Products and Services, Melius Organics cannot guarantee the success of a synthesis, the production of a specific compound, or the achievement of any particular scientific or technical result.
8.4 Melius Organics shall not be held liable for any failure, delay, or deviation in the development, manufacturing, or delivery of the Products resulting from the inherent uncertainties of scientific processes or from unforeseen circumstances, including but not limited to failed syntheses, inability to produce the intended compound, or deviations from expected results.
8.5 Melius Organics shall not be liable for any damages, losses, or claims—whether direct, indirect, incidental, special, or consequential—arising from:
a) the use or misuse of the Products, whether catalogue or customised;
b) any delay in delivery or failure to meet expected timelines; or
c) the Products’ suitability for any particular use, result, or application expected by the Client.
8.6 In any case, Melius Organics’ total liability under or in connection with this Contract shall be strictly limited to the amounts actually received from the Client in execution of the relevant sales contract. Under no circumstances shall Melius Organics be liable for loss of profit, loss of business opportunity, reputational harm, or any other indirect or consequential damages, except in cases of wilful misconduct or gross negligence.
NINTH.- INTELLECTUAL PROPERTY RIGHTS
9.1 Unless expressly agreed otherwise in writing, all intellectual property rights relating to or arising from the Products supplied by Melius Organics – whether standard catalogue items or customised Products – shall remain the exclusive property of Melius Organics. This includes, but is not limited to: proprietary technologies, methods, manufacturing and processing procedures; analytical data and results; electronic or physical laboratory notebooks and reaction logs; chemical structures, reaction schemes, and any diagrams, figures, or technical documentation developed in the course of product design, development, or delivery.
9.2 In the case of customised Products developed at the request of the Client, all intellectual property rights associated with the development, synthesis, manufacture, or processing of such Products shall likewise remain the sole and exclusive property of Melius Organics, unless a written agreement expressly provides otherwise.
9.3 Once a molecule has been successfully developed and introduced into Melius Organics’s laboratory processes, Melius Organics reserves the right to manufacture, use, or supply that molecule to third parties without restriction or obligation to the Client, except as may be otherwise agreed in writing.
TENTH.- FORCE MAJEURE
10.1 The performance by Melius Organics of any of its obligations under this Contract shall be suspended, without liability, in the event that such performance is prevented, hindered, or delayed due to a force majeure event or any other unforeseeable circumstance beyond its reasonable control.
10.2 For the purposes of this Contract, force majeure shall include, but not be limited to: war, hostilities, civil unrest, rebellion, insurrection, terrorism, pandemics, epidemics, quarantine restrictions, natural disasters, explosions, fire, floods, national or regional blackouts, failure of public utilities, strikes or labour disputes of any kind (including those affecting suppliers or subcontractors), embargoes, governmental orders or regulations, or shortages or delays in obtaining raw materials or components not attributable to Melius Organics.
10.3 Melius Organics shall notify the Client in writing as soon as reasonably practicable upon becoming aware of the occurrence of a force majeure event, providing details of the nature of the event, its expected duration, and the anticipated impact on its performance under the Contract.
10.4 During the period of suspension, the obligations of Melius Organics shall be deemed temporarily deferred without penalty. If the force majeure event continues for a period exceeding 60 calendar days, either Party may terminate the affected portion of the Contract by providing written notice to the other Party, without incurring liability for such termination.
ELEVENTH.- AMENDMENTS
11.1 This Contract may only be amended, modified, or supplemented by mutual written agreement of the Parties. Any such amendment shall be valid and enforceable only if executed in writing and signed by duly authorised representatives of both Parties, and provided it is made during the term of this Contract.
TWELFTH.- CONFIDENTIALITY
12.1 The Parties acknowledge that a Mutual Non-Disclosure Agreement (NDA) may have been executed between them for the purpose of regulating the exchange and protection of confidential and proprietary information in connection with the subject matter of this Contract. Where such NDA is in effect, all matters relating to confidentiality shall be governed by the terms of that agreement. In the event of any conflict between this Contract and the NDA with respect to confidentiality obligations, the NDA shall prevail.
In the event that: no NDA has been executed between the Parties, or the NDA has expired or been terminated prior to the termination of this Contract, the confidentiality obligations set out below shall apply and remain in full force and effect.
12.2 The Receiving Party undertakes: a) to use the Confidential Information solely for the performance of this Contract and for no other purpose without the prior written consent of the Disclosing Party; b) not to disclose the Confidential Information to any third party, except to its employees, contractors, or advisors who need to know such information for the performance of the Contract and are bound by confidentiality obligations at least as protective as those set forth herein; c) to take reasonable measures to protect the confidentiality of the disclosed information, applying at least the same degree of care it uses to protect its own confidential information; d) to notify the Disclosing Party promptly of any actual or suspected breach of confidentiality.
12.3 Upon termination of this Contract, or upon the written request of the Disclosing Party, the Receiving Party shall promptly return or securely destroy all Confidential Information in its possession, including any copies or derivative materials, except where retention is required by law or permitted under the NDA, if applicable.
12.4 These confidentiality obligations shall remain in effect for a period of ten (10) years from the date of disclosure or for as long as the Confidential Information retains its confidential nature, whichever is longer. Where the Confidential Information is protected under registered or unregistered intellectual or industrial property rights, the confidentiality obligations shall extend until the expiration of the applicable protection period.
THIRTEENTH.- DATA PROTECTION
13.1 In compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter, “GDPR”), and Organic Law 3/2018 of 5 December on the Protection of Personal Data and the Guarantee of Digital Rights, we inform you that Melius Organics will be the data controller for any personal data collected in connection with the provision of the Products or Services.
13.2 We collect and process information about the Client for the purpose of providing the Products or Services and complying with our other legal obligations.
13.3 Such information includes, but is not limited to, the name, address, contact details, bank account number, and any other information obtained from the Client for the supply of Products or Services.
For more detailed information on the processing of personal data, please consult our full Privacy Policy available on our website.
13.4 The Contracting Party may exercise their rights relating to personal data, including the right to access personal data, request its rectification or erasure, object to its processing, and request its restriction, by sending an email to contact@meliusorganics.com.
FOURTEENTH.- APPLICABLE LAW AND JURISDICTION
14.1 This contract shall be governed by and construed in accordance with Spanish law. Any dispute or controversy arising from this contract shall be resolved by the courts of Tarragona, with the express waiver of any other jurisdiction to which the parties may be entitled.