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Terms and Conditions of Sale


I. PRICES All prices are subject to change without notice in the event of any changes in cost of materials or labor, specifications, quantities, delivery schedules, customs duties, other factors beyond Seller’s control, or in the event of delays caused by instructions of the Buyer, or failure of the Buyer to give Seller adequate information.  Unless otherwise specified by Seller, prices do not include taxes, including but not limited to Value Added Tax (VAT), or governmental charges.

II. DELIVERY Delivery dates are approximate and are dependent on prompt receipt by Seller of all necessary information. In the case of prepaid sales, delivery is also subject to receipt of full payment by Seller. Seller may deliver all or any part of Products/ Services as early as 30 days in advance of agreed schedule. Title and ownership of the products shall remain with the Seller and shall pass to the Buyer only upon the Seller’s receipt of full payment (and fees related to delayed payment, if applicable) thereof in accordance with terms of this Contract. The risk will be transferred to Buyer according to Incoterms 2010.Where Buyer notifies Seller that it cannot take timely delivery of the Products, Seller may place such Products in storage, at the risk of Buyer, and Buyer shall reimburse Seller for all costs and expenses incurred in connection with such storage. Buyer shall dispose of the packing materials for Products at its own expense, and shall defend, indemnify and hold harmless Seller from any legal obligations in connection with such packing waste.

III. PAYMENT   A. The term of payment shall be subject to Seller's invoice.  Payments shall be made by Buyer without any deduction or set-off.  Seller’s weight and assay result will be considered as final for payment. Unless otherwise agreed, payment shall be made in U.S. dollars.   Seller may charge late payment fees at the rate of 0.5% per week, or the highest rate permitted by law, whichever is less, accruing daily, until paid.
B.  If the financial condition of Buyer is unsatisfactory to Seller, Seller may, at its own discretion, require full or partial payment in advance, or satisfactory security, in the form of a letter of credit or otherwise. In the event of bankruptcy or insolvency of Buyer, Seller may immediately delay or cancel any Order then outstanding.

IV. VARIATIONS IN QUANTITY; CHANGES Buyer shall accept delivery of quantities greater or smaller than the quantity specified in Order(s), provided that any such variation shall not exceed 2% of the quantity originally specified. Seller shall not be required to give notice of any such variations other than in the applicable shipping notice and invoice. 

V. EXAMINATION OF PRODUCTS Buyer shall examine all Products delivered and advise the agent of the common carrier to note damage thereto or shortage thereof prior to acceptance of Produces from said common carrier. Buyer agrees that, as a condition of sale, a failure to note damage or shortages shall relieve Seller from any claim by Buyer for any alleged damage or shortage. Buyer agrees that, as an additional condition of sale, a written damage or shortage claim must be presented within fifteen (15) days after delivery of the Products and that a failure to present a claim within such time shall constitute a waiver of all claims with respect thereto. No claims shall be allowed nor credit given for any Products returned without the prior written agreement of Seller.

A.  Buyer shall not make any disposition of the Products, by way of transshipment, re-export, diversion or otherwise, except as applicable U.S. export laws and regulations may expressly permit, and other than in and to the ultimate country of destination specified on Order(s) or declared as the country of ultimate destination on Seller's invoices or in the End Use Statement that Buyer supplies Seller.  Seller shall not be named as shipper or exporter of record or U.S. principal party-in-interest (USPPI) unless specifically agreed to in writing by Seller in which case, Buyer shall provide Seller with a copy of the documents filed by Buyer for Export clearance purposes.  At Seller’s request, Buyer shall supply end-use and end-user information to determine export license applicability.  Failure of Buyer to comply with this section shall constitute a material default allowing Seller to cancel related Order(s) without liability.
B.  Buyer warrants that it shall not violate or cause the Seller to violate the U.S. Foreign Corrupt Practices Act of 1977 (FCPA), as amended, the United Kingdom Bribery Act (UKBA) of 2010, as amended, or their respective implementing regulations in connection with Buyer’s sale or distribution of the Products and/or Services, and that Buyer does not know or have reason to believe that any consultant, agent, representative or other person retained by Buyer in connection with the sale and/or distribution of Products/Services has violated, nor caused Seller to violate the FPCA and/or the UKBA.  Where Buyer learns of or has reason to know of any violation of FCPA and/or or UKBA in connection with the sale or distribution of Products/Services, Buyer shall immediately advise Seller.
C.  Buyer further warrants that Buyer shall not violate or cause Seller to violate the U.S. Antiboycott Provisions of the U.S. Export Administration Regulations issued pursuant to the U.S. Export Administration Act of 1979, as amended, in connection with Buyer’s purchase of Products/Services and that Buyer shall not request or require Seller to make statements or certifications against countries that are not subject to boycott by the U.S.

VII. WARRANTIES  Seller certifies and guarantees that no product supplied by virtue hereof and no usage of said products shall contravene the provisions of any patent, copyright or trademark right of its original country; Seller warrants that the Products shall conform to Seller’s written specifications in effect at the time of shipment or as otherwise incorporated herein. SELLER MAKES NO OTHER GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCTS OR ANY PORTION THEREOF, AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY EXCLUDED. No person has any authority to extend any other warranty on behalf Seller. The failure of any Products to meet the quality or other specifications applicable shall not be grounds for cancellation of this Contract. Claim for nonconforming Products must be submitted to Seller within fifteen (15) daysafter delivery of such Products. Seller’s sole obligation with respect to nonconforming Products shall be either at its option, (a) to refund the Price of such Products to Buyer against return by Buyer to Seller of such nonconforming Products or (b) to replace nonconforming Products within a reasonable time after the nonconformity has been established. The provisions of this Article shall be Buyer’s sole remedy, and Seller’s sole liability, with respect to nonconforming Products. Seller shall also not ever under any circumstances, be liable for indirect, consequential, special or resultant damages, including without limitation, expenditures, investments, commitments, loss of prospective profits, loss or damage to any property of any kind, or any other injury whatsoever whether caused directly or indirectly by, or arising in connection with, the sale, use or re-sale of the Products.
No Products may be returned unless authorized in advance by Seller, and then only upon such conditions to which Seller may agree.  Buyer must obtain a Return Material Authorization (RMA) number from Seller prior to any return shipment, and such RMA number must appear on the shipping label and packing slip. Buyer shall be responsible for returned Products until such time as Seller receives the same at its facility, and for all charges for packing, inspection, shipping, transportation or insurance associated with returned Products. 
The total liability of Seller on any claim, whether in contract, tort (including negligence of any degree and strict liability) or otherwise arising out of, connected with, or resulting from the manufacture, sale, delivery, resale, replacement or use of any Products/Services, shall not exceed the price allocable to the Products/Services or part thereof which gives rise to the claim. In no event, whether as a result of breach of contract, warranty, tort, (including negligence of any degree, strict liability or patent infringement) or otherwise, shall Seller, its affiliates, subcontractors, or suppliers be liable for any loss of profit or revenues, loss of use of the Products or Services, or any associated equipment, cost of capital, cost of substitute goods, facilities, services or replacement power, downtime costs or claims of Buyer's customers for damages or for any special, proximate, consequential, incidental, indirect or exemplary damages. Seller’s whole and all liabilities under any separate order shall not exceed total amount stated in Seller’s invoice towards the order. If Buyer transfers title to, or leases Products sold hereunder to, or otherwise permits or suffers use by, any third party, Buyer shall obtain from such third party a provision affording Seller and its subcontractors/suppliers the protection of the preceding sentence.  Any action against Seller must be brought within 18 months after cause of action accrues.

IX. FORCE MAJEURE shall mean the temporary circumstances which are unforeseeable, unavoidable and beyond the control of a Party and include, but shall not be limited to, fires, floods, earthquakes, storms and other disturbances caused by the strikes, lockouts, riots, explosions, restraints of government, governmental action, imposition of restrictions on exportation, acts of God, insurrection, war, and any other cause whether of the kind specifically referred to above which meets the above conditions.
If either Party is temporarily unable to meet its obligations, wholly or in part, as a result of the unforeseen cause, shall immediately report the fact to the other party and ratify in a written communication in a period of up to 2 working days, in detail on the harmful consequences of the existing event and the ones that might occur in the future. Once the occurrence of the unforeseen cause or force majeure is verified the obligations that the parties are unable to meet shall remain suspended for the duration of the event. A Party whose performance has been prevented or impeded by virtue of a Force Majeure event shall use commercially reasonable efforts to cure, mitigate, or remedy the effects of Force Majeure. The Parties commit themselves to return to the compliance with its obligations as soon as the effects of the circumstances or force majeure come to a halt. If the occurrence of Force Majeure lasts more than 60 days from the date of its first occurrence, either party shall have the right to terminate this Contract at full right, requiring only a simple notarized communication to the other party regarding its decision to terminate this Contract. Once the Contract is terminated in this case, the corresponding advance payment, if any, shall be returned to Buyer.
Proprietary information, including drawings, documents, technical data, reports, designs, inventions and other technical information supplied by Seller in connection herewith (hereinafter called "Data"), shall remain Seller's sole property and shall be held in confidence by Buyer.  Data shall not be reproduced, used or disclosed to others by Buyer without Seller’s prior written consent.  Upon completion of Order, Buyer shall promptly return all Data to Seller together with all copies or reprints thereof then in Buyer's possession or control, and Buyer shall thereafter make no future use, either directly or indirectly, of any Data or any information derived therefrom without Seller's prior written consent. The foregoing shall in no way obligate Seller to provide or supply Data.
Without prior written consent from the other Party, neither Party shall disclose to any third Party about the Orders/ transaction/ cooperation between the Parties.
XI. GENERAL   A. The rights and obligations of the Buyer and Seller hereunder shall be governed and interpreted under the laws of Singapore.  Any dispute arising out of or in connection with any order, including any question regarding its existence, validity or termination, shall be settled by friendly negotiation. If no settlement can be reached, the dispute shall be referred to and finally resolved by Singapore International Arbitration Center in accordance with the present Rules and in English language. The arbitration fee (including attorney fee, travel fee, etc) will be absorbed by the losing party. The United Nations Convention on the International Sale of Goods shall not apply.
B. These Terms and Conditions of Sale together with any other terms specifically agreed to in writing by Seller constitute the entire agreement between Buyer and Seller and supersede any prior or contemporaneous representations, agreements, proposals, warranties, or understandings, oral or written, express or implied.  No waiver, modification, amendment, rescission or other change to these Terms and Conditions of Sale shall be binding unless specifically agreed to in writing by an authorized representative of Seller.
C.  The invalidity, of any part hereof shall not affect the validity of the remainder. The failure of Seller to assert any right at any time hereunder shall not prevent Seller's subsequent assertion of the same or different rights.
D.  Buyer may not assign this contract without the prior written approval of the Seller.
Seller reserves the right to make any changes in the general specifications of the Products which are required for the Products to conform to any statutory requirement.
Only Federal Acquisition Regulation (“FAR”) supplement clauses expressly accepted in writing by Seller shall be included or incorporated by reference herein.  Seller shall not be bound by and makes no representation of compliance with any FAR or FAR supplement clauses that Seller shall not have expressly accepted in writing.