Conditions of Sales

CONDITIONS OF SALES

1. GENERAL

a) Unless otherwise expressly agreed in writing by the Vendor these conditions which supercede any other terms and conditions appearing in the vendor’s catalogues or elsewhere shall apply to all quotations made or purchase orders accepted by the Vendor and shall form part of the contract between the Vendor and the Purchaser (“the contract”). It is expressly agreed that these conditions shall override any terms or conditions stipulated, incorporated or referred to by, the Purchaser whether in its purchase order or in any negotiations and any qualification there of shall not form part of the contact.

b) The contract shall not be cancelled or varied except by agreement in writing between the Vendor and the Purchaser. Any cancellation or variation of the contracts shall be subjected to cancellation or variation changes, which will include all expenditures made and committed by the Vendor for the contract with reasonable allowance for prorated expenses and profit.

c) “Vendor” means Kerry-ITS Terminal Pte. Ltd. and “Purchaser” means the person, firm or company whose purchase order has been accepted by the Vendor.

d) The contract is subject to the rules and conditions of the trade relating to the goods. In the case of any of the provisions of the contract being in breach of any such rules and conditions the Vendor shall be absolved from all responsibility or liability arising in any way out of such breach.

e) Unless otherwise expressly agreed in writing by the Vendor in contract shall be personal to the Purchaser and shall be non-assignable.

 

2. TERMS OF PAYMENT

a) Unless otherwise specified payment in full in respect of any of the goods shall be due or presentation of invoices. Unless otherwise specified all payment shall be in Singapore Dollar. Unless otherwise specified, or agreed, when deliveries are spread over a period each delivery shall be invoiced when dispatched and each invoice shall be treated as a separate account and payable accordingly. Neither failure on the part of the Vendor to make any delivery or part delivery in accordance with the conditions nor any claim by the Purchaser in respect of such delivery shall entitle the Purchaser to reject the balance of the order.

b) Notwithstanding anything to the contrary, the Vendor may require full or part payment in advance or cash before delivery, without assigning any reason whatsoever to the Purchaser. If the Purchaser fails to make any payment in accordance with these conditions or fails to comply with any provisions of these conditions the Vendor may without prejudice to any its rights cancel any undelivered portion of the goods.

c) The time within which the Purchaser is to pay for the goods shall be of the essence of the contract.

 

3. DELIVERY

a) The Vendor will use its best endeavors to complete delivery of the goods within the period stated but shall not be liable for damages, or otherwise for failure to do so form any cause whatsoever, including but without prejudice to the generality of the foregoing words, shortage of stocks, war, civil commotion, fire, flood, accident, labor dispute, shortage of materials, act of government or other authority or any other cause of causes (whether similar or not) beyond the control of the Vendor. Delays howsoever, caused shall not be a ground for cancellation or variation of the contract of the Purchaser.

b) The goods will be delivered by the Vendor to the Purchaser at the address stated in the contract provided that from the sated time of dispatch thereof from the Vendor’s premises and until such delivery the risk of any loss or damage to or deterioration of the goods from whatever cause shall borne by the Purchaser.

c) The Purchaser shall take delivery of the goods within seven (7) days of the issue of the Vendor’s notice. If for any reason whatever the Purchaser fails to take delivery of the goods within the aforesaid stipulated period the Vendor shall be entitled to resell the same at the Purchaser’s risk, debiting, it with the expenses and any loss, incurred on such resale and the Purchaser upon demanding bring made for payment of such expenses and loss forthwith pay the same. This provision is in addition to and not in substitution of any other payment or damages for which the Purchaser may be liable in respect of the contract.

 

4. TRANSIT

a) Claims for damage in transit, shortage in delivery and non-delivery of the goods will only be considered if the Vendor receives written notification of such damage. Shortage or non delivery within three (3) days of delivery or in the event of loss of goods in transit within three (3) days of the date of consignment.

 

5. WARRANTY

a) All guarantees warranties or conditions whether express or implied by statute, common law or otherwise are hereby excluded.

b) In particular, no express or implied warranty is given by the Vendor as to the merchantability or fitness or suitability of the goods for any particular purpose whether such purpose is known to the Vendor or not.

 

6. DEFECTS AND LIABILITY

a) The invoice value of any goods sold by the Vendor and proved to be defective in workmanship or materials will be credited to the Purchaser provided that the goods are returned to the Vendor within fourteen (14) days from the date of delivery. Any such agreed detective goods would be replaced and re-invoiced at the price credited or made serviceable for their original purpose free of charge.

b) The Purchaser shall made every effort to ascertain any possible defects as soon as possible after delivery of the goods including any necessary tests or inspection immediately after discovery of any such defects or alleged detects. The Purchaser shall notify the Vendor in writing of such defects or alleged defects.

c) The liability of the Vendor (if any) arising under the contract shall be limited as set out above and the Vendor shall not be liable in contract or otherwise for any loss or damage either direct or indirect or consequential substantially by reason of anything done or omitted by reason of the negligence of any person or otherwise.

d) The purchaser acknowledges the meaning of the provisions of this clause and declares that these provisions are fair and reasonable in relation to the terms of the contract and the relationship between it and the Vendor.

 

7. PACKING

Unless otherwise specified, packing cases and packing materials will be charged extra.

 

8. PASSING OF TITLE

a) The property in and ownership of the goods shall remain vested with the Vendor until full payment therefore has been made and prior thereto the Purchaser hereby declares itself to be a trustee thereof for the Vendor.

b) If the goods are sold by the Purchaser before full payment therefore has been made such sale shall be as agent and for the account of the Vendor and the Vendor shall be entitled to the proceeds of such sale to the extent of any sums in respect of the goods due to it from the Purchaser.

 

9. WAIVER OF CONDITIONS

Failure by the Vendor to insist upon strict performance of any of the terms and conditions herein shall not constitute waiver of such terms and conditions or a waiver of tiny default thereof.

 

10. LIEN AND RESALE

a) In addition to any right of lien to which the Vendor may be law be entitled the Vendor shall entitled to a general lien on all goods of the Purchaser in the Vender’s possession for the unpaid price of any goods sold and delivered to the Purchaser by the Vendor’s possession for the monies owing by the Purchaser or any of its affiliated companies to the Vendor under the same or any other contract.

b) Without prejudice to any of the terms and conditions contained herein if the Purchaser shall fail and/or neglect to pay the whole or part of the price of the goods or be in breach of any of the terms and conditions hereof the Vendor shall be entitled to resell the goods without prejudice to any claim which the Vendor may have against the Purchaser for damages.

 

11. IMPORTS PERMITS AND DUTIES

a) All import permits and licenses and the payment of all import duties and customs fees shall be for the account and the sole responsibility of the Purchaser.

b) Without prejudice to the foregoing, if after the date of the contract any tax, duty, tariff or any increase in any existing tax, duty, tariff or any other such imposition is charged in respect of the goods before the time of delivery and, if such imposition has to be paid by the Vendor then the Vendor may add the amount of such impossible to the price of the goods and the Purchaser shall pay the same.

 

12. FORCE MAJEURE

a) Without prejudice to Clause 6, the Vendor shall not be liable for loss, damage or delay directly or indirectly arising or resulting from any of the following causes or perils whatsoever or wherever occasioned via Acts of God, arrests and restraints of prices, rules or peoples, force majeure, riots and civil commotions, unavailability of raw materials, strike, lock-outs or oilier labour disturbance, fire, war, perils or the sea, delays in transit and other causes or perils whatsoever beyond the Vendor’s control.

b) If delivery of the goods or any of them shall be delayed on account of any of the causes set out in the immediately preceding paragraph the time for delivery shall be extended until the operation of the causes preventing delivery has ceased or at the option of the Vendor the contract may be cancelled either altogether or if the contract has been partly performed in respect of the unperformed part.

c) In case of such cancellation as aforesaid or in case the contract shall be impossible of performance than it shall be treated as rescinded and the Vendor shall be paid by the Purchaser on a quantum merit basis and as if the goods actually delivered were the only goods subject to the contract and neither party shall have any claim against the other in respect of damages compensation or otherwise.

 

13. DETERMINATION OF CONTRACT

If the Purchaser shall make default in or commit a breach of the contract of any other of its obligations to the Vendor or if any distress or execution shall be levied upon the Purchaser’s property or assets, or if the Purchaser shall make or offer to make any arrangement or composition with creditor, or commit any act of bankruptcy, or if petition or receiving order in bankruptcy shall be presented or make against it, or if the Purchaser is a limited company and any resolution or petition to wind up such company’s business (other than for the purpose of amalgamation or reconstruction shall be passed presented or if a receiver of such company’s undertaking property or assets or any part thereof shall be appointed, of such company’s undertaking property or assets or any part thereof shall be appointed, the Vendor shall have the right forthwith to determine the contract and upon written notice of such determination being posted to the Purchaser’s last known address the contract shall be deemed to have been determined but without prejudice to any claim or right which the Vendor may otherwise make or exercise.

 

14. GOVERNING LAW

These conditions and the contract shall for all-purpose be subject to and construed in accordance with the law of Singapore and the parties hereto submit themselves to the non-exclusive jurisdiction of the court of Singapore accordingly.

 

CONDITIONS OF REPAIRS

  1. The placing of a repair-order with our workshop constitutes acceptance of all clauses and conditions hereafter specified. Any stipulations to the contrary, which might appear in client’s orders, are considered null and void.
  2. All price-quotations are subjected to alterations without previous notice in case of modification in the costs of material and labor in the case of devaluation. The repair costs are based on the costs of material and labor ruling at the time of affecting the repairs. All rejected parts and scraps left after accomplishment of the repairs become our property by right.
  3. The removals of the repaired equipment from our workshop by the client or his assign implies the acceptance of the repairs. The acceptance of the repairs relieves us of all responsibility. Possible complaints shall have to be made in writing at the time of such removal.
  4. In case of defective repairs the clients shall be entitled to the reimbursement of the costs of restoring or replacing of the defective parts. In no case whatsoever shall he be entitled to any indemnity of whatever nature. No claim with regard to defects which were not apparent at the time of removal of the equipment from our workshop shall be accepted after such removal.
  5. Any time specified for completion of the repairs must be considered, as indicative only in no case whatsoever shall any delay give rise to cancellation of the contract and/or payment of any indemnity.
  6. Fire, flood, epidemics, interruption or delay in transport and/or in supply of electric current, the rejection of parts, accidents to machinery causing partial or total interruption of work, strike, lockout’s shall be considered as cases of force majeure relieving us from all our obligations.
  7. No responsibility whatsoever shall be expected in respect of damages or losses occurring to the equipment, from the time of its arrival in our workshop until its delivery to the client, unless it has been proved that they are resulting from faults or negligence of our employees.
  8. Unless otherwise specified in the invoice, all payments are to be affected at Singapore in Singapore currency, cash and without discount, on completion of the repairs, interest shall be charged for at the legal rate and is due by right without notice form the date the invoice is due for payment. The client agrees that on his equipment which remains in our workshop and which is to be considered as being the subject of one and the same repair agreement, a lien exists in our favor to warrant any unpaid repair bills, as those which are relating to works carried out earlier.
  9. Exclusively the courts shall decide any dispute.