In these Terms and Conditions, unless the context otherwise requires:
(i) “Delivery Date” means the date specified in the Purchase Order for the Goods to be delivered and/or for the Services to be commenced.
(ii) “Goods” means the goods (whether specific or unascertained) and parts or units thereof to be supplied pursuant to the Purchase Order
(iii) “Purchase Order” means the purchase order attached to or issued together with these Terms and Conditions.
(iv) “Purchaser” means the entity that issues the Purchase Order.
(v) “Results” means results that are to be achieved from the provision of the Services.
(vi) “Services” means the services which the Supplier is to provide pursuant to the Purchase Order.
(vii) “Specifications” means the descriptions of the scope, manner and specifications relating to the Goods and/or Services set out in the Purchase Order.
(viii) “Supplier” means the entity or person to whom the Purchase Order is addressed.
(ix) “Terms and Conditions” means these terms and conditions of purchase and all attachments, annexes and schedules hereto, if any.
Words importing the singular shall include the plural and vice versa. The headings are for convenience only and not for the purposes of interpretation.
(a) Written Acknowledgment or commencement of performance by the Supplier of this
Purchase Order, whichever occurs first, shall constitute acceptance of this Purchase Order for the Goods and/or Services and all of the Terms and Conditions herein (this “Contract”).
(b) NO MODIFICATION OF THIS PURCHASE ORDER OR THESE TERMS AND CONDITIONS SHALL BE VALID UNLESS EXPRESSLY ACCEPTED IN WRITING BY THE PURCHASER’S AUTHORISED REPRESENTATIVE. ANY TERMS AND CONDITIONS SET OUT IN THE SUPPLIER’S QUOTATION, ORDER ACKNOWLEDGEMENT FORM, INVOICES OR ANY OTHER DOCUMENT FROM THE SUPPLIER SHALL BE DEEMED INVALID AND NON-BINDING ON THE PURCHASER.
(c) If there is any outstanding information which has not been furnished by the Supplier, the Purchaser shall not be obliged to accept or purchase the relevant Goods and/or accept any Services ordered until such outstanding information has been furnished. (d) To the extent that there is any inconsistency or conflict between the terms of the Purchase Order and these Terms and Conditions, the terms in the Purchase Order shall prevail to the extent of such inconsistency or conflict.
The price(s) to be charged for Goods supplied and/or Services provided shall be the price(s) set out in the Purchase Order. Such price(s) shall exclude the Goods and Services Tax chargeable for the Goods and/or Services under the Goods and Services Tax Act (Cap. 117A) (“GST”). The Purchaser shall reimburse the Supplier any GST charged on the Goods and/or Services. Any other taxes and all costs of packing, delivery, shipping, customs and insurance of Goods or other delivery costs shall be borne by the Supplier.
(a) The Supplier is deemed to have full knowledge of the purpose for which Goods and /or Services are required by the Purchaser (including but not limited to the Results) (the “Purpose”) and acknowledges that the Purchaser relies on the Supplier's skill and judgement in supplying the Goods and/or the Services. (b) The Supplier shall provide the Purchaser with all instructions relating to the use or handling of Goods and shall where such Goods are poisonous, hazardous, explosive, dangerous or otherwise have to be handled with care, provide relevant warnings relating to the same.
The Supplier warrants each of the following:
(a) The Supplier shall provide the Goods and/or the Services (in the quantity and to the Specifications) for the consideration stated in the Purchase Order. The Goods and/or Services shall be suitable for the Purpose, be provided with all due care and diligence and conform in all respects to the Specifications to the satisfaction of the Purchaser; (b) In providing the Goods, the Supplier further warrants that: (I) All the Goods shall be (i) of good workmanship, (ii) free from all defects in design, materials, manufacturing or operation (including malfunctions), (iii) of merchantable and satisfactory quality, (iv) fit and sufficient for the Purpose, (v) conform to the Specifications, (vi) be compatible with the designated operating, storage or other usage environment for Goods, and (vii) free of all liens and encumbrances (II) Any software necessary for the operation of any Goods shall be embedded therein, or provided to the Purchaser together with all instruction manuals, user guides and other information, materials or documentation relating to the operation and use of such software (“User Information”). The price of the Goods shall be deemed to include the price of the relevant software and the User Information;
(c) In providing the Services, the Supplier further warrants that: (i) the Services shall be suitable for the Purpose; (ii) the Services shall be provided with all due care, skill, accuracy and diligence; (iii) the Services shall conform in all respects to the Specifications to the satisfaction of the Purchaser; (iv) the Supplier shall use appropriate materials of high quality fit and sufficient for the Purpose, and be free from all defects in design, manufacturing or operation; (v) the Supplier shall employ appropriate techniques and standards in compliance with the highest standards of relevant industry practice; (vi) the Supplier shall engage personnel of suitable training and experience.
(d) The Supplier warrants that all information, descriptions, specifications, drawings and data published or otherwise given in relation to the Goods and/or Services are true and accurate.
(e) If the Supplier uses any materials for the performance of Services, the Supplier shall, at the Purchaser’s request, furnish samples of such materials for its inspection and approval and shall use only materials that correspond with approved samples;
(f) The Supplier shall replace any personnel who deliver the Goods and/or perform the Services at the request of the Purchaser if the Purchaser decides that such personnel is unsuitable. All personnel of the Supplier who deliver the Goods and/or perform the Services are to comply with all security measures, rules or regulations imposed by the Purchaser failing which the Purchaser may request such personnel to leave its premises;
(g) The Supplier shall ensure performance of this Contract shall not, and shall warrant that the use of any Goods (if Goods are purchased under this Contract) shall not, infringe the Intellectual Property Rights of any third party and the Supplier shall obtain, without charge to the Purchaser, all licences or consents necessary for the performance of this Contract and the proper use of the Goods by the Purchaser (if Goods are purchased under this Contract);.
(h) The Supplier shall not be allowed to make any changes to the Contract unless the Supplier’s proposed changes have been accepted in writing in advance by the Purchaser’s authorised representative. The Purchaser may, at any time, by written notice to the Supplier, order work suspensions or changes in quantities, Specifications, methods of delivery or other aspects of the Contract. Such changes shall be mutually agreed in writing as an amendment to the Contract or in a new purchase order signed by both parties; and In the event the Supplier breaches any of the foregoing warranties, the Supplier shall, at the Purchaser’s option, repair or replace the Goods (where applicable), remedy the breach or fully refund the amount paid therefor within 7 days of the Purchaser’s request for the same. If Goods are purchased under this Contract, the Supplier will bear all risks and costs in relation to the repair or replacement of the relevant Goods. This obligation shall subsist for a period of at least 12 months commencing from the Delivery Date (if Goods are purchased under this Contract) or Completion Date (if Services are purchased under this Contract), or if the Services are not completed, for a period of at least 12 months commencing from the Delivery Date. The Supplier will bear all risks and costs in relation to the foregoing. The Purchaser’s remedies herein do not derogate from the Purchaser’s ability to terminate the Contract pursuant to Clause 13.
(a) Goods ordered shall be delivered to the delivery location(s) stated in the Purchase Orders (the “place of delivery”) on or before the Delivery Date in the manner stated in the Purchase Order. Unless delivery by instalments is expressly stated in the Purchase Order, there shall be deemed to be a single and indivisible Contract.
(b) The Purchaser shall be entitled to a reasonable opportunity of inspecting and examining the Goods to ascertain whether they conform to the Specifications and shall be entitled, if the Purchaser so requires, to subject the Goods to an acceptance or other applicable test (or a series of such tests) (“Tests”) for the purposes of verifying that the Goods meet the Specifications. Any such inspection, examination and Tests may be conducted by the Purchaser within a period of 30 days from the Delivery Date.
(c) Without prejudice to any other rights of the Purchaser, the Purchaser may reject any Goods or part thereof which fail to conform to the Specifications at any time.
(d) Services shall be provided at the delivery location stated in the Purchase Order on the Delivery Date and for the period (the “Supply Period”) set out therein. (e) Unless otherwise provided in the Purchase Order, the Services shall be deemed to have been duly completed on the date of certification by the Purchaser of the completion of the Services (the “Completion Date”).
(a) The Supplier shall comply with all applicable laws, regulations, industry standards (if any) and other requirements in providing Services, and if Goods are purchased pursuant to this Contract, in relation to the manufacture, packaging, packing and delivery of the Goods. The Supplier shall also obtain and maintain all authorisations, licences and/or permits necessary for the performance of this Contract;
(b) If, in the course of or as a result of the provision of Services, the Purchaser is or may be liable for the infringement of the Intellectual Property Rights of a third party, the Supplier shall promptly and at its own cost obtain all necessary licences or consents in respect of such rights for the continued provision or use of Services. If the Supplier is unable to do so, it shall remove all infringing items, matter or the affected portion thereof and fully refund the price of Services or affected part thereof (on a proportionate basis) to the Purchaser.
The Purchaser shall have a credit term of a minimum of 30 days from the date of receipt of the Supplier’s invoice in which to render payment for Goods supplied. Unless otherwise agreed, all payments will be made electronically (not by cash or cheques, but by electronic payment methods such as GIRO and telegraphic transfer) in Singapore Dollars, and the Supplier shall provide the necessary electronic banking details before payment is made. All bank charges and other costs and expenses incurred in connection with any payment shall be borne by the Supplier.
Time shall be of the essence for the performance of this Contract.
The Supplier shall indemnify and hold the Purchaser and Purchaser’s Affiliates (and their officers, agents and employees) harmless from and against all claims, costs (including attorneys’ fees), expenses, losses, damages, liabilities, liens, obligations, causes of action, or suits suffered by the Purchaser and Purchaser’s Affiliates and which arise from or are connected in any way with any act or omission, wilful default or misconduct of the Supplier or a breach of this Contract by the Supplier.
The Purchaser may cancel the Purchase Order at any time before the period of 7 days prior to the Delivery Date without any further obligation or liability to the Supplier.
(a) This Contract shall be governed by the laws of Singapore and the parties submit to the nonexclusive jurisdiction of the Singapore courts. (b) The application of the United Nations Convention on Contracts for the International Sale of Goods 1980 to the Purchase Orders and these Terms and Conditions is hereby excluded.
(a) The Purchaser may, at any time, by written notice terminate the Contract in its entirety, or any portion thereof without liability to the Supplier: (i) before the Supplier’s acknowledgment of the Purchase Order pursuant to Clause 1 above; (ii) if the Supplier commits or threatens to commit any breach of this Contract and if such breach is remediable, fails to remedy the same within 7 days after notice to remedy the same from the Purchaser; (iii) if the Supplier unreasonably withholds its consent to changes made pursuant to Clause 5(f) above; (iv) upon issuing 30 days’ written notice to the Supplier and payment of the Supplier’s reasonable noncancellable expenses up to the date of such notice of termination; and (v) if the Supplier suspends or discontinues its business or sells or otherwise disposes of all or a substantial part of its assets or makes an arrangement with its creditors, is subject to a judicial management order, is insolvent or goes into liquidation (otherwise than for the purpose of a reconstruction or amalgamation).
(b) Upon the termination of this Contract: (i) the Purchaser may engage other suppliers to obtain the Goods or complete the Services. The Supplier shall indemnify the Purchaser for all additional costs incurred thereby; (ii) the Purchaser may withhold payment of monies payable to the Supplier until all Goods and/or Services have been received and/or completed and the damages payable to the Purchaser arising from termination are quantified. If the aggregate amount of such damages exceeds the monies payable to the Supplier for the Goods and/or Services, such excess amount shall constitute a debt by the Supplier to the Purchaser; and (iii) any termination shall not affect the accrued rights of the Purchaser prior to the termination.
Any proprietary information which is provided by the Purchaser to the Supplier in connection with this Contract shall not be used, exploited or divulged save for the fulfilment of this Contract or with the prior written consent of the Purchaser. This clause shall survive the termination of the relationship between the Purchaser and the Supplier and the fulfilment of the Contract.
The Supplier shall comply with all the packaging, crating, importation or exportation requirements, regulations or/and procedures, as provided by the Purchaser separately or as per stated in the Purchase Order.
The Supplier may not charge, assign, subcontract or otherwise transfer any of its rights, benefits or obligations hereunder in whole or in part without the prior written consent of the Purchaser. The Purchaser may, at any time, assign or otherwise transfer its rights, benefits or obligations under this Contract.
Save for Purchaser’s Affiliates, a person who is not party hereto shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any of the terms herein.
Title to and risk in Goods shall pass to the Purchaser upon the delivery to and receipt of the Goods by the Purchaser. If payment is made for Goods prior to delivery, title to the Goods shall pass to the Purchaser on the date of such payment.
The Supplier shall effect and maintain such insurances as are necessary:
(a) to cover the liability of the Supplier in respect of personal injuries or deaths arising out of, in the course of or in connection with the delivery of the Goods and/or the provision of the Services;
(b) in respect of damage to property arising out of, in the course of or in connection with the delivery of the Goods and/or the provision of the Services; and
(c) in respect of the Supplier’s liabilities under the Work Injury Compensation Act (Cap. 354). Such insurances shall be taken out with an insurer of good standing and repute and for period(s) and on such terms as the Purchaser may require (including a term naming the Purchaser and/or Purchaser’s Affiliates as a Beneficiary). In default of production of a satisfactory policy, premium receipt or current certificate of insurance from such insurer, the Purchaser may itself insure against the above risks and recover the costs thereof from the Supplier and/or deduct such costs from any sums due to the Supplier
In the event that withholding taxes are imposed by the Singapore government on any payments made under this Contract, the Supplier shall bear all such withholding taxes and the Purchaser shall deduct such taxes from payments due to the Supplier and forward the balance to the Supplier without any obligation to gross up such payment or pay the Supplier any amount so withheld. If the Supplier requests, the Purchaser shall submit to the Supplier evidence of payment of such withholding tax as soon as possible.
The Supplier shall inform the Purchaser immediately whether there is a requirement for the Purchaser to furnish end-user certificates or statements or to enter into separate agreement(s) with the Supplier to satisfy export requirements of the Supplier's or any foreign government. In the event of such requirement and the Purchaser is unable to comply with the same, the Purchaser shall have the right to cancel the Purchase Order without any further obligation or liability to the Supplier.
The Supplier shall not use the name, trademark or logo of the Purchaser or its Affiliates or any variation thereof in any marketing or other promotional materials without the prior consent of the Purchaser.
1.1 In these Conditions: “Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller. “Conditions” means the terms and conditions set out herein and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller. “Contract” means the contract for the purchase and sale of the Goods made between the Buyer and the Seller. “Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with the Contract. “Seller” means Seng Yang Steel Corporation Pte. Ltd. “Writing” includes telex, cable, facsimile transmission and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or to which any such order is made or purported to be made, by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.3 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.4 Any bona fide typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable 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.
3.2 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer in Writing) or the Buyer’s order (if accepted by the Seller in Writing).
3.3 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights or any other person which results from the Seller’s use of the Buyer’s specification.
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 order which has been accepted by the Seller may be 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 cancellation.
4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order. All prices quoted are valid for 7 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving prior notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable Goods and Services Tax (GST), which the Buyer shall be additionally liable to pay to the Seller. Any taxes, duties, customs, fees or any other charges of any nature whatsoever imposed by any government authority on the Company, the transactions shall be pad by the Buyer in additional to the prices quoted or invoiced.
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after 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 the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 The Buyer shall pay the full price of the Goods (less any discount to which the Buyer is entitled, but without any other deduction) within 14 days of the date of the Seller’s invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to;
5.4.1 cancel the contract or suspend any further deliveries to the Buyer;
5.4.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.4.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of one per cent (3%) per month, or the maximum rate payable at law, if lower, calculated from the date payment is due until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
6.2 Any dates quotes for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be
of the essence of the Contract unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where delivery of the Goods is to be made by the Seller in bulk, the Seller reserves the rights to deliver up to 100 per cent more or 50 per cent less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.
6.4 If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s default) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
6.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the price under the Contract.
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until 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.
7.3 Until such time as the property 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, but shall be entitled to resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property 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.
7.5 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.
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship excluding print head for a period of 12 months from the date of their initial use or 12 months from delivery, whichever is the first to expire.
8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, 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;
8.2.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price of the Goods has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
8.3 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
8.7 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
8.8.1 Act of God, explosion, flood, tempest, fire or accident;
8.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.8.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;
8.8.4 import or export regulations or embargoes;
8.8.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
8.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.8.7 power failure or breakdown in machinery.
9.1 This clause applies if:
9.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
9.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
9.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10.1 Where the Goods are supplied for export from Singapore, the provisions of this clause 10 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provisions of these Conditions.
10.2 The Buyer shall not be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
10.3 Unless otherwise agreed in writing between the Buyer and the Seller, the Goods shall be delivered FOB the air or sea port of shipment and the Seller shall be under no obligation to give notice to the Buyer.
10.4 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
10.5 Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank acceptable to the Seller or, if the Seller has agreed in writing on or before acceptance of the Buyer’s order to waive this requirement, by such other mode of payment as the parties shall otherwise agree in writing.
11.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.2 If any provisions of these Conditions are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
11.4 The Contract shall be governed by the laws of Singapore, and the parties hereby submit to the non-exclusive jurisdiction of the Singapore courts.