INTRODUCTION:
The following provisions describe the terms and conditions of all sales made by Epoxy and Equipment Technology Pte Ltd (EET), (“Seller”). Unless specifically modified in writing by Seller, the terms and conditions upon which a sale is made to any purchaser (“Purchaser”) by Seller shall be as follows:
CONFLICTING TERMS:
All sales made by Seller shall be upon the terms and conditions set out herein. Purchaser agrees that any purchase order, confirmation or other sales document or document to Seller which include terms and conditions inconsistent with the terms and conditions set out herein or which requires warranties or representations to be made by seller in excess of the warranties and representations made herein shall be modified and amended to delete additional terms or terms which are in variance with those set out herein. In the event that a conflict exists between the terms of any Purchaser’s purchase order of confirming document or documents and the terms of sales set out herein, then the terms and conditions of sale set out in this agreement shall prevail and shall be effective.
MODIFICATION OF TERMS:
EET reserves the right to modify the terms and conditions set out herein; provided, however, any modification of the terms and conditions set out herein must be given in writing by EET prior to shipment of the product. No terms may be changed on existing orders, and all changes as of the date of change shall be prospective and not retroactive in its application. EET further reserves the right to waive any charge or waive any performance, condition or covenant required of Purchaser herein; provided, however, the waiver, or repeated waiver, by EET of any provision of this agreement shall not be deemed to be a waiver of its right to require strict performance of the terms and conditions of this agreement in subsequent transactions. The Purchaser agrees that a waiver by EET on one or more occasions shall not establish a course of dealing between the parties.
ACCEPTANCE:
In the absence of appropriate and prompt written notice sent to Seller after Purchaser’s inspection of the goods, Purchaser shall be conclusively deemed to have inspected and accepted the goods 15 days after ship date. Purchaser shall not return any goods under warranty or otherwise, without first reporting to Seller the reasons for such return, then obtaining and observing such reasonable instructions as Seller may give in authorizing any return.
CANCELLATION:
Purchaser agrees to pay or reimburse Seller for all costs incurred; including materials used or ordered, applicable overhead, return charges and profits on any cancelled order.
PAYMENT:
Full payment shall be made within 2 weeks when payment term is due. All overdue accounts shall bear a daily cumulative interest charge at 1.5% per month.
TAXES:
Sales taxes, if any, or any other tax assessed against the sale of the manufactured products herein described, payable under the laws of the Republic of Singapore, or any other governmental agency, shall be paid by the Purchaser. The Seller shall invoice all sales or similar taxes to the Purchase together with the cost of the goods.
DISCLAIMER OF WARRANTIES:
There are no warranties which extend beyond the description of the face hereof and Seller makes no warranties of any kind, expressed or implied, whether of fitness for a particular use or against infringement except that the materials sold hereunder shall be of merchantable quality and shall conform to the specifications set forth herein; and buyer assumes all risk whatsoever as to the result of the use of the materials purchased, whether used singly or in combination with other substances.
LIMITATION OF CLAIMS:
No claims by buyer of any kind shall be greater in amount than the purchase price of the materials in respect of which damages are claimed. In addition, Seller shall have no liability whatsoever for consequential damages (including, but not limited to damages for injuries to persons or to property). Failure by Purchaser to give Seller written notice of claim within 30 days from date of delivery shall constitute a waiver by Buyer of all claims in respect of such materials. Any action for breach of this contract (other than for non-payment of the purchase price) must be commenced within one year after the cause of action has occurred. No claim will be entertained after goods have been processed by Purchaser.
FORCE MAJUERE:
Seller shall not be subject to any liability for delay in performance or nonperformance as result of fire, flood, strike, labor trouble, accident, riot, act of governmental authority, act of God or other contingencies and circumstances beyond its control for production, supply, transportation, or consumption of the products covered by this acceptance, or with the supply of any material used in connection therewith, any quantity so affected may be eliminated.
ALLOCATION OF RISK:
All sales shall be made Ex-Works Singapore. Purchaser bear all costs and associated risks involved in taking the goods from the seller’s premises to the desired destination.
GOVERNING LAW:
Any contract entered into shall be governed by the laws of the Republic of Singapore. Any dispute arising under this sales contract will be resolve by a court of proper jurisdiction in the Republic of Singapore.