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Terms and conditions

​1. General Provisions

1.1. The Seller shall not be bound by any agreements and any variations of these General Terms and Conditions of Sale unless confirmed by the Seller in writing.

1.2. All orders to be placed with the Seller as well as proposals quotation and advice from the Seller, and all services to be provided by Seller shall be governed exclusively by these General Terms and Conditions. The Buyer's terms and conditions of purchase, if any, shall not be binding on Seller and shall not form part of the Contract between the parties even if Seller does not object against them after having received such conditions.

​1.3. These General Terms and Conditions of Sale and the Order Confirmation (as defined in Clause 3) issued to the Buyer in accordance with Clause 3 shall, in respect of each Order placed by the Buyer, form a separate binding Contract between the Seller and the Buyer for the supply of the goods or services as set out in the Order Confirmation (each a “Contract”). In case of any contradiction between the Order Confirmation and these General Terms and Conditions of Sale, the terms of the Order Confirmation shall prevail.

​1.4. The Seller's employees or agents are not authorised to make any representations concerning any goods or services unless confirmed by the Seller in writing. Any information made available in connection with any offer for the supply of goods or services, including photographs, drawings, data about the extent of the delivery, appearance, performance, dimensions, weight, consumption of operating materials, operating costs , is not binding on the Seller unless expressly designated as binding by the Seller in writing. In entering into the contract, the Buyer acknowledges that it does not rely on and waives any claim based on any such representations or information not so confirmed as binding upon the Seller.

​1.5. The term “goods” shall, in the context of these General Terms and Conditions of Sale, also comprise services, unless expressly excluded or separately dealt with.

 

2. Contract Price, Terms of Payment and Security

2.1. The Contract price shall be as stated in the Order Confirmation. If any duties, consular fees, freight charges, insurance premiums and other charges included in the contract price are increased after the Contract is entered into, any such increase shall be charged additionally to Buyer; the same applies to any similar charges which may be introduced after the date the Contract is entered into.

2.2. If no other specific terms have been agreed in writing between the Buyer and the Seller, the following terms shall apply:

2.2.1. The Seller shall be entitled to invoice the Buyer on or at any time after the delivery of the goods unless the goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the goods in which event the Seller shall be entitled to invoice the Buyer for the price at any time after such delivery or the Seller has notified the Buyer that the goods are ready for collection (whichever case is applicable).​

2.2.2. The Buyer shall pay the price for the goods within 30 days of the invoice date.​

2.3. The Seller reserves the right to increase the contract price of the goods in case of:

(a) any change in delivery/performance dates, quantities or specifications for the goods which is requested by the Buyer; or

(b) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.​

2.4. Unless otherwise agreed in writing between the Buyer and the Seller, all prices for goods are given by the Seller on an ex works basis.​

2.5. The price is exclusive of any applicable goods and services tax, value added tax or similar tax which the Buyer shall be additionally liable to  pay  to  the  Seller.  The Seller shall be entitled to receive the payment for the full contract price net of all bank charges, taxes and similar expenses.​

2.6. The Buyer shall bear the cost of any special packaging of the goods which it may request or which may be necessitated by delivery by any means other than the Seller’s normal means of delivery. The Buyer shall, unless otherwise agreed, be solely responsible for the disposal of all packaging in accordance with all laws, whether statutory or otherwise, relating to the protection of the environment.​

2.7. All payments to be made by the Buyer to the Seller shall be made without set-off, counter claim or condition.

2.8. If the Buyer has agreed to and provided a deposit on an order placed for the purchase of the goods, and the Buyer wishes not to carry out, or wishes to rescind, terminate or annul the transaction, the Seller shall be entitled to forfeit any such deposit paid by the Buyer. The Seller shall have no liability to refund the deposit in this instance. For the avoidance of doubt, any forfeiture of such deposit by the Seller shall be without prejudice to any other rights or remedies that the Seller may be entitled to.​

2.9. If payment of any sum is not made when due for any reason, then, without prejudice to any of Seller's other rights or remedies, late payment interest will  be charged on the outstanding sum at a rate of four (4) per cent points above the three (3) month USD SOFR  on the day which the payment became due and payable (and if no three (3) month USD SOFR is published for that date, the three (3) month USD SOFR published on the next day on which such rate is available) from the due date of payment until the actual date of payment (whether before or after judgement).​

2.10. In case of any delay in payment or if in the Seller's reasonable opinion the Buyer's ability or willingness to make payment is or is likely to be impaired for whatever reason, Seller shall be entitled to claim immediate settlement of all debts irrespective of the maturity dates of any bills of exchange or cheques. The Seller shall in that event also be entitled to require pre-payment or security for all outstanding deliveries or cancel the Contract or suspend any further deliveries of the goods until such payment is made.​

2.11. The Seller shall be entitled to offset all claims, which the Seller has against the Buyer, against those, which the Buyer has against the Seller.

3. Orders and Specifications

3.1. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller's authorised representative (the “Order Confirmation”).​

3.2. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any specification) submitted by the Buyer and for giving the Seller any necessary information relating to the goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.​

3.3. The quantity and description of, and any specification for the goods shall be those as set out in the Seller's quotation (if accepted by the Buyer) or in the case of the Buyer's order, if accepted by the Seller or as otherwise set out in any contractual documentation.​

3.4. The Seller reserves the right to make any changes in the specification of the goods which are required to conform with any applicable statutory or regulatory requirements or where the goods are to be supplied to the Seller's specification which do not materially affect their quality or performance.​

3.5. No concluded Contract or order may be modified or cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of the modification or cancellation, as the case may be.

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4. Documents, Grades, Dimensions and Weights

4.1. Any documents relating to the goods delivered by the Seller, in particular any drawings shall remain the Seller's property and shall be used only for the purpose of the contract. Such documents shall be returned upon the Seller's request.

 

5. Inspection

5.1. If an inspection has been agreed upon, it shall be carried out at the Seller's warehouse, at the latest upon the Seller's notification that the goods are ready for inspection. All costs arising in connection with the inspection (whether the Seller's own costs or those charged to Seller by third parties) shall be borne by the Buyer.

​5.2. If, through no fault of the Seller, the inspection of the goods is not carried out in time or is incomplete, the Seller shall at the completion of the inspection or at the latest date when the goods shall be dispatched to meet the agreed delivery date (whichever is applicable) be entitled to dispatch the goods without having the goods go through a further inspection or to store them at the Buyer's expense and risk.

 

6. Passing of Risk and Shipment

6.1. Risk shall pass to the Buyer in accordance with the agreed upon Incoterm.​

6.2. Trade terms used in the Contract shall be interpreted in accordance with the Incoterms 2020.

6.3. If  Seller undertakes to deliver the goods, the means and routes of transport shall be at the Seller's discretion; the Seller shall be entitled to nominate the forwarding agent and the carrier at its discretion.

 

7. Performance, Time Delivery and Delays

7.1. Unless otherwise agreed by the parties the goods shall be delivered by the Seller to the Buyer on DAP basis (Incoterms 2020). If the parties agree on some other mode of delivery in accordance with certain Incoterms, the Seller’s delivery obligations shall be determined according to the applicable Incoterm. Save for the obligations as necessitated by the applicable Incoterms and/or obligations expressly undertaken by the Seller in writing, the Seller shall have no other obligations, in particular obligations which it might otherwise have according to the provisions of the Sale of Goods Act 1979 of Singapore.  The Seller may, if the Buyer so requests, and at the Buyer’s cost, assist the Buyer to arrange for transportation or insurance of the goods, but if the Seller does so, it shall accept no liability whatsoever, nor shall such action in any way affect the Seller’s contractual delivery obligations as aforesaid.

​7.2. The Seller has the right at any time to sub-contract all or any of its obligations for the sale of the goods to any other party as it may from time to time decide without giving notice of the same to the Buyer.​

7.3. Any dates indicated for the delivery of the goods are an estimate only. The goods may be delivered by the Seller in advance of the estimated delivery date upon the giving of reasonable notice by the Seller to the Buyer. Unless previously agreed by the Seller in writing, the time for delivery/performance or the goods/service shall not be of the essence, and the Seller shall not be liable for any delay in delivery or performance howsoever caused. Where time of performance has been agreed by the Seller to be of the essence of the contract, and the Seller fails to comply with its obligations in due time, the Buyer shall be entitled to compensation for actual loss and expense sustained as a  result of the Seller’s delay in delivery/performance, which was foreseeable at the time of conclusion of the Contract and resulting from the usual course of events, subject always to  the limitations of liability set out in clause 10.

​7.4. The Seller's obligation to deliver shall be subject to the timely and correct delivery of the goods by the Seller's suppliers unless the delay or incorrect delivery by Seller's suppliers is due to Seller's fault.​

7.5. The time of delivery which the Seller has confirmed shall only be binding on the parties on the condition that all the relevant requirements/pre-conditions of the Contract have been clarified in time and Buyer has fulfilled in a timely manner all of the relevant requirements/pre-conditions, e.g. to submit all the necessary permits, licenses or other official documents or to pay a non-refundable deposit. The time of delivery relates to the date of dispatch from the Seller's warehouse. The time of delivery shall be deemed complied with upon Seller notifying Buyer that the goods are ready for dispatch if Seller for reasons beyond its control is unable to dispatch the goods in due time.​

7.6. The Seller shall be under no liability to the Buyer should the Seller be prevented from fulfilling its obligations under the Contract by unforeseen events affecting the Seller or its suppliers and which, notwithstanding all care that may be reasonably taken by the Seller in the circumstances of the case, the Seller was not able to avert which include without limitation, war, acts of State, riots,  acts of God, epidemics and pandemics, accidents, operational disturbances, strikes, lock-outs and delays in the delivery of essential utilities or materials (“Force Majeure Event”). In particular, the time of delivery shall be extended by the duration of the Force Majeure Event (with the addition of a reasonable starting period). If, by reason of any of the Force Majeure Event, the delivery becomes impossible, illegal, indefinitely postponed or delayed by a period of sixty (60) days or more, either party shall be entitled to terminate the Contract by giving the other party at least two (2) weeks’ notice for the termination. The Seller shall, after the occurrence of the Force Majeure Event, exercise reasonable efforts to mitigate its effect. For the avoidance of doubt, the termination of the Contract pursuant to this Clause 6.4 shall not affect either party’s rights and claims arising prior to the termination of the contract.​

7.7. If the Seller is in default of its obligations to deliver the goods, the Buyer shall have the right to terminate the Contract provided it has given written notice to Seller to rectify the default within a reasonable period of time that is not less than 14 days and thereafter, at the expiration of such extended period, the Seller is still in default of its obligations.

7.8. All further rights in respect of delays in delivery of the goods by the Seller, in particular any claims for damages, shall be subject to Clause 10.

 

8. Warranties and Remedies

8.1. Subject as expressly provided in these Conditions all other warranties conditions or terms, including those implied by statute or common law, are excluded to the fullest extent permitted by law.

8.2. Subject to this Condition 8, the Seller warrants that the goods will correspond with their specification at the time of delivery, and agrees to remedy any non-conformity therein for period of 12 (twelve) months commencing from the date on which the goods are delivered or deemed to be delivered ("Warranty Period"). Where the Buyer is dealing as a consumer (within the meaning of the Unfair Contract Terms Act Cap 396), the Seller further gives to the Buyer such implied warranties as cannot be excluded by law.​

8.3. The Seller’s above warranty concerning the goods is given subject to the following conditions;

No condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the goods supplied or that they will be suitable for any particular purpose or use under any specific conditions, notwithstanding that such purpose or conditions may be known or made known to the Seller;

  • The Supplier binds itself only to deliver goods in accordance with the general description under which they were sold, whether or not any special or particular description shall have been given or shall be implied by law. Any such special or particular description shall be taken only as the expression of the Seller's opinion in that behalf. The Seller does not give any warranty as to the quality state condition or fitness of the goods
  • The Seller shall be under no liability in respect of any defect in the goods or any other claim arising from any drawing design or specification supplied by the Buyer;
  • The Seller shall be under no liability in respect of any defect arising from unsuitable or improper use, defective installation or commissioning by the Buyer or third parties, fair wear and tear, wilful damage, negligence, abnormal working conditions, defective or negligent handling, improper maintenance, excessive load, unsuitable operating materials and replacement materials, poor work, unsuitable foundation, chemical, electro-technical/electronic or electric influences, failure to follow the Seller's instructions (whether oral or in writing) misuse or alteration or repair of the goods without the Seller's approval;
  • The Seller shall be under no liability whatsoever in respect of any defect in the goods arising after the expiry of the Warranty Period.​

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8.4. The Buyer shall inspect the goods upon delivery or collection and notify the Seller of any apparent defects in the goods which may be reasonably discovered on inspection within three (3) days of such delivery or collection, failing which the goods shall be deemed to be in good order and accepted by the Buyer except if there are latent defects which cannot be reasonably discovered by the Buyer during the inspection process. Any claim in respect of defects which were detectable on inspection and have not been notified to the Seller in accordance with the preceding sentence shall be excluded. In case of any latent defects, the Seller shall, if notice is given by the Buyer of any latent defects within 30 days from delivery or collection, remedy such latent defects at no cost to the Buyer.

8.5. The Seller shall, at its discretion, either repair or replace the defective goods. If the Seller fails to effect such repair or replacement of the defective goods within a reasonable period of time, the Buyer shall be entitled to cancel the respective part of the Contract or to allow a reduction in purchase price that is to be paid by the Buyer.

8.6. The Seller’s remaining warranty period applicable to the original goods shall also apply to the repaired goods or replacement; provided that in no event shall the Seller be liable for any claims for defects after a period of 6 months after the completion of repair or replacement.

8.7. Notwithstanding that the goods supplied under the Contract do not conform to the Seller’s description thereunder or that goods of a different type altogether have been supplied, the above provisions shall apply to the supply of such goods.

 

9. Retention of Title

9.1. The goods shall remain Seller's property until the time at which the Seller has received payment in full of all sums due to it in respect of such goods (including any taxes, interest, delivery and additional charges) as invoiced to the Buyer. Until such time as the title  in the goods passes to the Buyer, the Buyer shall hold the goods as the Seller's fiduciary agent and bailee and shall keep the goods separate from those of the Buyer and third parties and properly stored protected  and insured and identified as the Seller's property and shall be entitled to resell or use the goods in the ordinary course of its business but shall account to the Seller for the proceeds of  such sale or otherwise of the goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and in the case of tangible proceeds properly stored protected and insured. If the Buyer has not received the proceeds of any such sale it will, if called upon to do so by the Seller, assign to the Seller within seven (7) days all rights against the person or persons by whom the proceeds are owed.

9.2. Subject to Clauses 9.3 and 15 (Intellectual Property Rights), the Buyer may resell or use goods in the ordinary course of its business (but not otherwise) before the Seller receives payment. If the Buyer resells before that time: (i) it does so as principal and not as the Seller's agent; and (ii) title to those goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs.

9.3. If before title to goods passes to the Buyer the Buyer becomes subject to any of the events listed at Clause 11.2, then, without limiting any other right or remedy the Seller may have, the Buyer's right to resell goods and use them in the ordinary course of its business ceases immediately.

9.4. Until such time as the title in the goods passes to the Buyer (and provided the goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the goods to the Seller and if  the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the goods are stored and repossess the goods. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Seller but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

9.5. Where the goods have been incorporated by the Buyer into any product or article in such a way that the substance and identity of the goods have been irrevocably altered or destroyed, then title in such new product(s) or article(s) shall immediately upon its or their creation vest wholly in the Seller, and the provisions of Clause 9 shall apply mutadis mutandis to such products or articles as if they were goods with the title remaining with the Seller; provided that this Clause 9.5 shall not apply if the Seller has received in  cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by the Seller to the   Buyer for which payment is then due. For the avoidance of doubt, it is hereby declared that the provisions of the preceding sub-clauses shall continue to apply to the goods which have been incorporated by the Buyer into any product or article in such a way that the substance and identity of the goods have not been irrevocably altered or destroyed.

9.6. The Buyer shall indemnify the Seller against all loss, damages, costs, expenses and legal fees incurred by the Seller in connection with the assertion and enforcement of the Seller's rights under this Clause 9.

9.7. Should the retention of title clause in this Clause 9 be invalid under the law of the country in which the goods are situated, such protection for the Seller as in that country corresponds to the above retention of title clause shall be deemed to have been agreed upon. The Buyer shall take all measures necessary for such protection for Seller to come into effect and/or to be maintained.

9.8. Should a more extensive retention of title clause be permitted by the law of the country in which the goods are situated (such as – without prejudice to the generality of the foregoing – the assignment of the Buyer's future claims resulting from the re-sale of the goods delivered by the Seller), the Buyer shall upon Seller's request implement such a clause.

 

10. Limitation of Liability

10.1. The Seller shall accept liability to the Buyer for death or injury resulting from its own or that of its employees' negligence. Save as aforesaid, the Seller’s liability under or in connection with the Contract shall be subject to the limitations set out in this Clause 10. The Seller's liability shall be limited exclusively to the express conditions contained in these General Terms and Conditions of Sale. Any other rights not expressly acknowledged herein such as but not limited to rights of cancellation, termination, restitution or price reduction and any claims for damages however arising, particularly due to tort, breach of contract, impossibility of performance shall be excluded.

10.2. The Seller shall be under no liability whatsoever if there is any delay or breach by the Seller due to a Force Majeure Event affecting the Seller.

10.3. In no event shall the Seller be liable for loss of profit, goodwill, loss of production or revenue or any type of special, indirect or consequential loss whatsoever (including loss or damage suffered by the Buyer as a result of an action brought by a third party) even if such loss were reasonably foreseeable or the Seller had been advised of the possibility of the Buyer incurring the same.

10.4. Where time of performance has been agreed by the Seller to be of the essence of the contract, and the Seller fails to comply with its obligations in due time, so that the Buyer becomes entitled to compensation in accordance with clause 6.2, the Seller’s liability shall be limited to an amount of 0.5% for each full week of delay, in total to a maximum cumulative amount of 5%, of the value of the relevant goods.

10.5. If the Buyer becomes entitled to compensation arising out of the Seller’s non-delivery of goods, the Seller’s liability shall be limited to the total value of the undelivered goods.

10.6. The remedies set out in these General Terms and Conditions of Sale are the Buyer’s sole and exclusive remedies for non-conformity of or defects in the goods and the Seller’s liability for the same shall be limited in the manner specified in these General Terms and Conditions of Sale.

10.7. Without prejudice to the limits of liability applicable imposed under this Clause 10 or elsewhere in these General Terms and Conditions of Sale, the Seller’s maximum and cumulative total liability (including any liability for acts and omissions of its employees, agents and sub-contractors) in respect of any and all claims for defective performance, breach of contract, compensation, indemnity, tort, misrepresentation, negligence at law or equity and any other damages or losses which may arise in connection with its performance or non-performance under the contract, shall not exceed the total contract price of the goods to be delivered under the Contract.

10.8. If a number of events give rise substantially to the same loss they shall be regarded as giving rise to only one claim under these conditions.

10.9. No action shall be brought against the Seller later than the earlier of: (a) twelve (12) months after the date it became aware of the circumstances giving rise to a claim or the date when it ought reasonably to have become aware , or (b) twelve (12) months after the end of the warranty period.

​This exclusion of liability shall not apply in case of willful misconduct.

 

11. Termination

11.1. On or at any time after the occurrence of any of the events set out in Clause 11.2, the Seller may stop any goods in transit, suspend further deliveries to the Buyer and/or terminate the Contract with the Buyer with immediate effect by written notice to the Buyer

 

11.2. The events entitling the Seller to immediate termination of the Contract shall include:-

(i) the Buyer being in breach of an obligation under the contract;

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(ii) the Buyer passing a resolution for its winding up or a court of competent jurisdiction making an order for the Buyer’s winding up or dissolution.

 

12. General

Each of the provisions of the Contract is severable and distinct from the others so that if any provisions of the Contract are held to be invalid, void, illegal or unenforceable under any applicable law or by any order of any court of competent jurisdiction, the remaining provisions shall not be impaired or affected by such illegality, invalidity or unenforceability and shall continue to bind the Buyer and the  Seller. No person who is not a party to the Contract (including any employee, officer, agent, representative or sub-contractor of either party) shall have any right under the Contracts (Rights  of Third Parties) Act 2001 of Singapore to enforce any terms of the Contract which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties, which agreement must refer to this condition.

 

13. Compliance with Law and Ethical Standards

13.1. Each of the Buyer and the Seller, in the performance of the Contract and the business resulting therefrom, shall comply with all laws and regulations applicable to such party.

13.2. The Seller and the Buyer further agree that neither shall:

(i) offer or agree to give any person working for or engaged by the other party any gift or other consideration, which could act as an inducement or a reward for any act or omission to act in connection with any agreement between the parties;

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(ii) enter into any agreement with the other party if it has knowledge that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the other party or that an agreement has been reached to that effect unless (i) details of any such arrangement have been disclosed in writing to the other party prior to the execution of the agreement and (ii) approval of such arrangement by an authorised representative of the other party has been obtained;

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(iii) offer, pay or promise to pay either directly or indirectly, anything of value to a Public Official in connection with any agreement, and the parties further agree that (i) in the performance of their respective obligations hereunder, the parties and their respective agents, sub-contractors and employees shall comply with all applicable laws, rules, regulations and orders of any applicable jurisdiction, including the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and (ii) each party shall notify the other immediately in writing with full particulars in the event that party receives a request from any Public Official requesting illicit payments; or

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(iv) take any other action which results in a breach by either party of any applicable anti-corruption legislation.

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13.3. In this Clause 13, the term “Public Official” means (i) any official or employee of any government agency or government-owned or controlled enterprise, (ii) any person performing a public function, (iii) any official or employee of a public international organisation, (iv) any candidate for political office or (v) any political party or an official of a political party.

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13.4. Without prejudice to any other rights or remedies a party may have, if the Buyer or the Seller is in breach of this Clause 13, the other party shall be entitled to terminate the Contract by written notice with immediate effect.

 

14. Compliance with Asset Control Laws and Financial Sanctions

14.1. Each of the Buyer and the Seller shall comply with applicable anti-terrorist financing, sanction and asset control laws, regulations, rules and orders, including but not limited to those imposed by the United Nations, the United States (including the U.S. Department of Treasury, Office of Foreign Assets Control (“OFAC”) regulations) and the European Union sanctions or restrictive measures. The Buyer and the Seller further warrant that now, and throughout the course of the contract, they are not themselves subject to any sanctions listing.

 

14.2. Pursuant to OFAC regulations respecting USD payments, it is expressly acknowledged that neither the Buyer nor the Seller can facilitate USD payments in any transaction related to OFAC sanctioned entities or countries, either directly or indirectly. Either party may be required to request information from the other which supports a verification statement which New York intermediary banks may require according to the OFAC regulations, including whether a person is a “specially designated national” listed by OFAC or any executive order, or a “national” of any country with which transactions are regulated by OFAC and both parties shall provide timely and truthful responses to any such reasonable enquiries that the other may make to support any required verification statements.

 

14.3. Without prejudice to any other rights or remedies a party may have, if the Buyer or the Seller is in breach of this Clause 14, the other party shall be entitled to terminate the Contract by written notice with immediate effect.

 

15. Intellectual Property Rights

15.1. Nothing in these General Terms and Conditions of Sale nor any other term of a Contract shall operate to transfer any intellectual property rights (including but not limited to patents, designs, trademarks and trade names (whether registered or unregistered), copyright and related rights, database rights and knowhow) in the goods (or any items supplied with them) nor any proprietary information or data to the Buyer.

 

15.2. The Seller shall grant to the Buyer a non-exclusive, non-transferrable (except to subsequent purchasers of the goods) royalty free licence to use the intellectual property rights contained within the goods (and any related item delivered with them such as instruction manuals, drawings, commissioning and handover documents) solely to use the goods for the purpose provided.

 

15.3. Notwithstanding any other term of the Contract, the Buyer shall not be entitled to use the name, logo or trademarks of Seller on any external marketing materials without the prior written consent of the Seller.

 



1. General

The supplier acknowledges these Terms and Conditions for purchase of Goods and/or Services (“Terms”) as binding for all contracts resulting from our acceptance, via purchase order or otherwise, of an offer entered by the supplier on our digital platform or otherwise in response to an invitation to bid issued by us for the purchase of goods and/or services (“Contract”). Any reference to Contract shall include these Terms. The supplier's general business terms and conditions, if such exist, shall apply only when specifically acknowledged by us in writing for each individual case, even where they do not contradict these Terms. These Terms together will our invitation to bid, your offer and our acceptance shall be considered the complete agreement between us and the supplier with respect to the subject matter hereof. Any other possible agreements deviating from these Terms shall be valid only if expressly confirmed by us in writing.

 

The terms of the Contract shall supersede all prior agreements, purchase orders, quotations, proposals and other communications regarding the goods and/or services covered by the Contract. Changes to any element of the Contract must be confirmed by us in writing to become effective.   

 

We shall be entitled to terminate a Contract without cost to ourselves with immediate effect in case of any material breach by the supplier or its winding up or inability to pay its debts in general.

 

2. Time of delivery

The time of delivery of the goods and/or services (together hereinafter referred to as “goods”, where the context allows) is of the essence of the contract. We are not obligated to accept early deliveries, late deliveries, partial deliveries or excess deliveries of goods. The supplier acknowledges that any delay in delivery may lead, inter alia, to us being exposed to liability to our customers. The supplier undertakes to immediately inform us, if he foresees that the delivery time may not be met. If the supplier is in default of delivery and if a reasonable period of grace granted by us has elapsed without result, we shall be entitled to cancel the Contract with immediate effect and require the repayment of any part of the price which has been paid and/or to claim payment of damages for non-fulfilment without further formalities, in particular without previous warning of rejection. However, we may at our sole option instead continue to insist upon fulfilment of the Contract even after expiry of the period of grace granted by us, and also claim compensation for the damage caused to us by the supplier's undue delay.

 

Notwithstanding and without prejudice to any right, remedy or compensation available to us by law or under the Contract, we shall be entitled to obtain liquidated damages as a reasonable pre-estimate of our losses incurred in an amount of 10% of the purchase price of the specific Contract for each week of delay or part thereof, which shall be capped at a maximum of 40% of the value of such Contract. If the supplier remains in default by the time such liquidated damages reach 20% of the value of such Contract, we shall, without prejudice to any right or remedy available to us, be entitled to reject the goods and/or terminate the Contract immediately. If the goods are to be delivered by instalments, the Contract will be treated as a single contract and not severable. Should the supplier be in default with a part of the consignment only, we shall have the right to cancel either this part of the Contract or the entire Contract, or to claim damages for non-fulfilment of this part or of the whole of the Contract at our discretion. Should it become foreseeable that the agreed delivery period or date will be exceeded, the supplier shall, notwithstanding his other obligations, inform us at once in writing indicating the reasons for the delay and its expected duration.

 

3. Transport and passing of the risk and title

Delivery shall be carried out in accordance with the delivery terms specified by us. The goods shall travel at the supplier's risk until they are considered delivered according to the applicable delivery term. Unless otherwise agreed in writing, packaging costs shall be paid by the supplier. Any additional costs arising from non-compliance with instructions for packaging and transport shall be borne by the supplier. Any additional costs for faster conveyance which may have become necessary to ensure compliance with a delivery date shall likewise be paid by the supplier. The goods supplied shall be delivered packed if their nature requires packing for transport. The packaging must be safe for transport and comply both with the terms of carriage for the means of transport chosen and with any packaging instructions given in our order. Unless otherwise agreed the packaging shall be non-descript and no marketing material of the Supplier shall be attached. Should the delivery reach its destinations in damaged packaging we shall be entitled to reject the consignment without checking the contents. Should it be necessary to return the consignment, the supplier shall bear all risks and the ensuing cost. Every consignment shall be accompanied by a delivery note showing the designations of the goods stated in our order as well as the order numbers and product numbers.

 

4. Taking of delivery, inspection and acceptance

We shall be entitled to reject any goods delivered which are not in accordance with the Contract, in particular the representations and warranties set out below, and shall not be deemed to have accepted any goods until we have had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the goods has become apparent. If the delivered goods are found defective during the Warranty Period (which shall be a period of 12 months starting from our receipt of the goods or services), supplier shall, at our option, either (i) repair, (ii) replace or (iii) refund the purchase price for any non-conforming goods. We shall, in urgent cases, be entitled to rectify the defect ourselves or have it rectified by a third party or cover our requirements from a third party at the supplier's expense. For the purpose of rework, the defective goods shall be made available to the supplier either at the place where they are located at the time the defect is discovered or at the place of delivery, at our discretion. The supplier undertakes to collect the goods if rework is not possible on site and, subsequently, to return them there. The costs of rework and the costs and risk of all the transportation undertaken for the purposes of rework shall be borne by the supplier. The remedies detailed above are without prejudice to any other remedies available under applicable laws.

 

Services delivered by supplier are not accepted by us until the delivery of the services are verified and accepted in writing by us. We are not required to pay to the supplier any amount in respect of any services performed which are rejected. If services are not provided in accordance with the relevant Contract, we may elect to: (i) require the services to be re-performed by the supplier; (ii) procure a third party engaged by us to re-perform the services at the supplier’s cost; (iii) terminate the Contract; (iv) demand a reduction in the service fee; or (v) require the Supplier to return the service fee without assuming any liability.

 

If supplier wants to supply goods or services which slightly deviate from the agreed upon specifications, it shall immediately inform us thereof. We may, at our discretion, reject or (conditionally) agree to such deviation. If we request a change of the specified good or service, you shall provide us as soon as reasonably possible with a fixed quote for the revised cost and time, if any change is justified. Once we agree to your quote, the requested change shall be incorporated.

 

The supplier shall, upon first demand, fully indemnify us from any and all consequences, including (i) indirect, special or consequential losses; (ii) loss of profits, goodwill or production, (iii) third party claims and (iv) any other losses and costs, including without limitation, legal costs on an indemnity basis) arising out of or in relation to any goods delivered, which are not in accordance with the Contract.

 

In all cases delivery of goods shall be taken without prejudice to our rights, especially those arising from defective or late consignments. Our payment of any invoice shall not be deemed to be acceptance of the goods, and our acceptance of the goods shall not be construed as evidence that the goods do, in fact, conform in all respects with the requirements set forth in the Contract.

 

If, through circumstances beyond our control, it should become impossible or impractical to take delivery, we shall be entitled to postpone taking delivery for as long as these circumstances prevail. In particular, the following events affecting the course of our operations or the processing, sale or other use of the goods shall be deemed to constitute circumstances of the above nature: interventions by authorities such as import and export restrictions; natural events such as damage by fire or water; the interruptions to our business such as strikes and walkouts. Should these circumstances prevail for longer than four weeks the supplier shall be entitled to cancel the Contract if we continue to refuse to accept delivery of the goods. Any claims beyond this shall be excluded.

 

5. Price and Payment

The price of the goods, unless otherwise so stated, shall be fixed and shall be inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the goods according to the applicable delivery term and any sales, use, excise, value-added, business, and other taxes, duties, imposts or levies. We shall not be liable for any (local or foreign) sales, use, excise, value-added, business and other taxes, duties, imposts or levies unless separately stated in the Contract and billed as a separate line item. Our obligation to pay the price is conditional upon receipt of completed, non-defective and conforming goods. We are authorized to deduct or withhold from each payment to supplier all taxes which we are required by law to deduct or withhold.

 

On the date of dispatch the invoice detailing our order number and/or part name, an exact list of the contents and their weights and any other information required by law, together with all other requested statements are to be sent to us in duplicate. Invoices with false/incorrect or missing statements will in general not be accepted and for corrections or additions returned to the sender. Unless otherwise agreed, payment of non-disputed invoices shall be made 45 (forty five) days after receipt of the goods and invoice. In no case shall the term of payment commence before the agreed delivery date. Claims arising from contracts concluded with us shall only be assigned with our written consent.

 

6. Right of set-off

We shall be entitled to set off against the price claimed by the supplier all sums owed to us by the supplier or claimed by us against the supplier.

 

7. Representations and Warranties

The supplier represents and warrants that all goods supplied shall:

  1. be new, unused and in good condition,

  2. comply with the relevant statutory provisions, laws, industry codes and quality standard,

  3. conform with the description and specifications notified to the supplier,

  4. be of accepted technical standards,

  5. be accompanied by all documents, drawings and other requirements set out in the invitation to bid or order,

  6. be free from any defects in manufacturing, design, material and workmanship, and

  7. be consistent and strictly compliant with any demonstration or samples performed or provided by the supplier.

 

The supplier further represents and warrants that it has good and marketable title to all goods and that the goods are, upon delivery, free from any liens, claims, encumbrances and other rights of third parties.

 

The supplier also represents and warrants that the goods shall be of the agreed quality and, if no quality has been agreed, that the item shall be suitable for the use assumed according to the Contract and, otherwise, that it shall be suitable for its customary use and shall be of a quality which is usually found in items of the same kind and which we can expect from that kind of item.

 

The supplier warrants that all services supplied shall:

  1. be supplied with due care, diligence and skill that would be expected of a skilled professional experienced in providing the same or similar services;

  2. be compliant with all relevant industry codes, laws and standards;

  3. be fit for the purpose for which services of that kind are commonly supplied and for the purpose made known by us;

  4. strictly comply with our reasonable directions and with any specifications notified to the supplier;

  5. be accompanied by all documents, drawings and other requirements set out in the invitation to bid or order;

  6. be performed by the supplier’s employees, agents and/or subcontractors who are suitably licensed, qualified and experienced in a manner that does not prejudice safe work practices, the environment, our property or the performance of work at our premise/s (if relevant); and

  7. be supplied without breach of any obligation of confidence.

 

The foregoing warranties and representations are cumulative and in addition to any other warranty provided by law or equity and shall survive any delivery, inspection, acceptance or payment of or for the goods by us.

 

8. Insurance

The supplier undertakes to maintain a product liability insurance from a worldwide known insurance, which shall cover the whole period in which claims can be raised by us. The insured amount shall be in line with industry standards of well-established suppliers for the respective goods. We shall be entitled to request a copy of certificate of such insurance from the supplier at any time.

 

9. Intellectual property rights

It shall be the responsibility of the supplier to ensure that the goods and services supplied and/or their use do not infringe any intellectual property rights or other rights of third parties. Where such rights do exist the supplier shall, irrespective of his or our cognizance, compensate us for any damage arising therefrom. The supplier shall moreover be bound to indemnify us against any and all claims, liabilities, actions, demands, damages, loss, costs and expenses (including without limitation, legal costs on an indemnity basis) by third parties arising from any alleged or actual infringement of intellectual property rights.

 

Without prejudice to any of the foregoing, if any of the goods and services is held or claimed to be infringing third party intellectual property rights, supplier shall at its own costs and expense use its best efforts to procure the right for us to continue using or receiving the infringing goods and services.

 

All claims out of or in connection with any infringement of the before mentioned rights are subject to a limitation period of 10 years from the day of the passing of the risk (and the supplier hereby waives its rights to raise any defenses under any otherwise applicable statute of limitation which would derogate from the foregoing).

 

All intellectual property rights used or encompassed in or supplied with the goods (including without limitation, any technical specifications, models, designs, drawings, prints or other similar documentation) or prepared by the supplier for use or intended use in relation to the supply of goods to us (together, the “Supplier Materials”) shall be deemed to be included in the price of the goods supplied (whether or not separately itemized). In particular, we shall have an irrevocable, perpetual, non-exclusive, royalty-free (save for such deemed royalty as aforesaid), sub-licensable right to use all such Supplier Materials (including trademarks, logos and tradename of the supplier), to disclose the same to third parties, and to use and reproduce the same for the purpose of manufacturing or improving the goods supplied (either by ourselves or by engaging third parties to do so) and to modify or improve the same.  All rights, interests and title to any such modification or improvements shall be our sole property. If any of the Supplier Materials are subject to any third party intellectual property rights, the supplier warrants that it has secured for our benefit, the irrevocable, perpetual, non-exclusive, royalty-free, sub-licensable right for us to use such third party intellectual property right.

 

If any goods supplied are manufactured according to our specifications, as between supplier and us, we will own all right, title and interest in such specifications.  If and to the extent there are any drawings, models, patterns, samples, tools, equipment and similar items provided to the supplier by us or paid for by us, they shall remain our property and must not be handed over or made available in any other way to third parties and may only be used for goods or services supplied to us or otherwise with our prior written consent. Such items must be returned to us on completion or termination of the Contract or upon our request. Furthermore the intellectual property rights in any modification by the supplier of any drawings, models, patterns, samples, tools, equipment and similar items provided by us shall exclusively be owned by us.

 

For the purposes of these Terms, “intellectual property rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

 

10. Our trademarks

If requested by us or provided for in any design or drawing provided by us, supplier shall affix to the goods our trademarks, trade names or part numbers. The goods so marked may only be delivered to us. Rejected goods bearing our trademarks, trade names or part numbers have to be destroyed.

 

11. Reservations of title

No reservation of title by the supplier shall be effective except with our prior written consent; save as aforesaid, property in the goods shall pass to us upon delivery as provided in Clause 3 (unless payment for the goods is made prior to delivery, in which case it shall pass to us once payment has been made and the goods have been appropriated to the contract).

 

12. Subcontracting

The subcontracting or assignment of an order or any part thereof requires our prior written approval. Should the supplier use a sub-contractor, the supplier agrees to be liable for the sub-contractor’s acts, negligence and omissions (including its performance or lack thereof) as if they were the acts, negligence or omissions of the supplier.

 

13. Confidentiality

The supplier shall treat as confidential all of the business and technical information (hereinafter “information”) stemming from us and may not make such information available to third parties without our prior written consent (and in any event under confidentiality obligations not less stringent than those under these Terms) and may not use such information for purposes other than as determined by us. This duty of confidentiality shall survive the termination of the contractual relationship between the supplier and us. The confidentiality obligations do not apply to information (i) that the supplier had already obtained legitimately at the time of disclosure provided such information was not subject to a confidentiality obligation, (ii) that the supplier later obtains legitimately without being obligated to keep such information confidential, (iii) that is or becomes generally known without any breach of contract by the supplier or (iv) for the disclosure or the independent use of which the supplier has received permission. The supplier may use our name in publications towards third parties only upon receipt of our prior written approval.
We retain and reserve all rights to the information, including copyright and the right to file for industrial property rights such as patents.

 

At our request, all information including any copies or records made must be returned to us or destroyed without undue delay. All digital files and fabrication instructions provided by us must be returned to us or destroyed upon fulfillment of the respective order.

 

Supplier shall not divulge the design and functionalities of our digital platform including performing demos and not share log-in details with external parties. The supplier shall not without our prior written approval use any goods and services supplied under this Contract or any of the related drawings, models, patterns, samples, tools, equipment and similar items to market its abilities to any third party.

 

Supplier shall protect our information with the level it protects its own confidential information but at least with the level of protection expected of a high-class supplier and it shall have at all times state-of-the art cybersecurity measures in place in order to prevent the loss or breach of confidentiality.

 

14. Export Control and Declaration of Origin

The supplier hereby represents and warrants that no import and/or export restrictions exist, neither in whole nor in part, with respect to the delivery of the goods and services under any applicable laws and regulations. Otherwise the supplier shall advise us in writing immediately upon receipt of the order of any restrictions and shall provide us with all information required for to comply with all foreign trade regulations in cases of export and import as well as re-export, including without limitation all applicable export list numbers.

 

Upon our request the supplier shall make any declaration on the origin of the goods and shall enable the customs authorities to verify the certificates of origin and provide any necessary information. The supplier shall be liable for any damage or loss resulting from the non-approval by the relevant authorities of the declared origin due to any defective certification or lack of verifiability.

 

The supplier shall be liable to fully indemnify us against any expenses, costs and/or damages (including solicitors’ costs on an indemnity basis), which may be incurred by us as a consequence of supplier’s non-compliance of this Clause.

 

15. Audit

The supplier shall make available upon request (i) their facilities for machine calibration and process (fabrication, training etc.) audits to comply with our quality standards, and (ii) their facilities for us or third parties to witness any fabrication or testing/inspection processes to support part certification work; and (iii) test, inspection, quality documentation/reports that will support part certification requirements; and (iv) information on any subcontractors supplier might use for post-processing, inspection/ testing services as well as raw material supply.

 

16. Non-Solicitation

The supplier warrants and undertakes not to approach any of our customers in order to provide its goods and services directly. If supplier is approached by our customers directly, it shall direct such requests to us.

 

17. Governing law

The Contract shall be governed by the laws of Singapore. However, the UN-Convention on Contracts for the International Sale of Goods (CISG) shall not be applicable.

 

18. Place of jurisdiction

The supplier irrevocably submits to the jurisdiction of the Courts in Singapore and agrees that any legal action or proceedings to be initiated by the supplier in connection with the contract shall be brought exclusively before the Courts in Singapore. The preceding statement is for our benefit and shall not prevent us from bringing an action against the supplier before any court of competent jurisdiction.

 

19. Compliance

The supplier undertakes and warrants to adhere to all applicable rules and regulations especially concerning environment, health and safety (EHS), child-labor, anti-corruption, bribery and competition law compliance.

 

20. Miscellaneous

Should any provision of these Terms or part thereof be held to be void, invalid or unenforceable, this shall not affect the validity or enforceability of the other provisions.

 

Our waiver of any breach of any provision of these Terms by the supplier shall not be considered as a waiver of any subsequent breach of the same or any other provision.