Conditions of Sale
All goods the subject of this contract are sold only upon the following terms and conditions unless otherwise expressly agreed by the Seller in writing and the buyer shall be deemed to agree that any term or condition of the Buyer which may be at variance with the terms and conditions set out herein shall not apply to this contract.
Any acceptance by the Buyer of a quotation made by the Seller shall not constitute a contract until such acceptance is confirmed by the Seller writing.
Dates given for delivery are approximate only. The delivery of any instalment under this contract shall be considered as separate and severable. Default in delivery of any instalment shall not entitle the Buyers to treat the contract as repudiated. Any goods not taken by the Buyers during the continuance of this contract as herein specified may be sold for the account of the Buyers. Delivery must be taken within 7 days of a delivery or written advice of arrival, otherwise the Buyers shall become liable for storage charges. All payments for goods to be delivered and delivered in instalments must be made on their due dates otherwise the Seller may at their discretion refuse to deliver future instalments until such payments are received. Buyers must inspect and or are deemed to have inspected the goods upon delivery. After acceptance of a delivery order the Buyers are deemed to have accepted the goods in good satisfactory order and within the description of the sale.
- The seller warrants only that the goods delivered shall be in accordance with the specification (if any) of the seller relating thereto and in any event the buyer must satisfy himself that the goods are fit for the purpose for which the buyer intends to use them before acceptance of delivery. Save as herein stated all express or implied statutory or either warranties, representations, whether as to fitness or otherwise, relating to the goods supplied by the seller are hereby excluded.
- If the Buyer alleges that the goods delivered are not in accordance with the Seller's specification relating thereto, the buyer must notify the Seller within 7 days upon delivery and shall not dispose or use those goods in any way whatsoever pending completion of investigation by the Seller.
- The buyer warrants that the title in the goods will remain with the seller till payment of the full sum.
5. SELLER'S RIGHT TO DEMAND CASH BEFORE DELIVERY
Time is of the essence of this contract as regards all terms of payment. The Sellers shall have the right to demand cash before delivery not withstanding any agreement to be contrary.
6. INCREASE IN PRICES
- Should the cost of goods be increased by any circumstances of any kind whatsoever beyond the control of the Seller including (but not by way of limitation) variations in rates of exchange, devaluation of any relevant currency or increase in relevant rates of insurance, such increase shall be borne by the Buyer, not withstanding the fact that payment may have been requested by the Sellers or made by the Buyers in accordance with the terms of this contract.
- Where by any cause whatsoever beyond the control of the Sellers shall be called upon to pay any additional freight, customs duties/excise or incur any other charges and expenses in respect of the carriage of the goods covered by this contract, such additional freight charges or expenses shall be payable by the Buyers to the Sellers in addition to the price quoted.
7. PASSING OF THE PROPERTY AND RISK TO BUYER
- The risk in the goods shall pass to the Buyer on delivery but the property in the goods shall not pass to the Buyer until payment of any moneys owing to the Seller under this contract or any other contract with the Seller have been received by the Seller.
- The Buyer may, as agent for the Seller sell or deal in the ordinary course of business with the goods and with any objects or into which the goods may be incorporated or converted and may with the interest of the Seller in the goods, objective, or substances for the purpose of any such sale or dealing part with possession thereof.
- Subject as aforesaid the Buyer shall, so long as the Seller is entitled to the property in the goods or any interest in any such object or substances, store the same so that they are identifiable as the property of the Seller or as such object or substances in which the Seller is interested.
- Seller reserves the right without reducing to any other right of the Seller, if any monies are owing to Seller as provided in (a) above at all reasonable times to enter upon any premises of Buyer where such goods, objects or substances are stored for the purpose of removing the same.
In additional to any right or lien to which the Sellers may be by law entitled to the Sellers shall be entitled to a general lien on all goods of the Buyers in their possession (even though such goods or part thereof have been paid for) for the unpaid price of any other goods sold and delivered to the Buyers by the Sellers and or for any monies owing by the Buyers to the Sellers under this or any other contract(s).
The Seller will not be liable for any indirect or consequential loss, injury or damage however caused arising directly or indirectly from the goods, nor from any information or advice relating to the goods given by the Seller.
10. FORCE MAJEURE
Neither the Seller nor the Buyer shall be held liable for any failure to comply with the terms of the agreement if such failure arises from causes reasonably beyond the control of the party in default. If the Seller is prevented for any reason beyond its reasonable control from supplying the quantity of goods which it is under contract to supply to the Buyer and to other persons the Seller may at its own discretion reduce, suspend or withhold deliveries to the Buyer to any extent It thinks fit and shall not be required to purchase equivalent goods from any other source to make good such deficiencies nor to make up the quantities so reduced, suspended or withheld at a later date. The Buyer may purchase such quantities from another source.
It is expressly agreed that in the event Buyer fail to make prompt payment on the due dates or the contract Invoice delivery order, he shall pay to the Sellers interest on the outstanding account at a rate which is 1.5% above the average prime or base lending rate for the currency on which this contract is based charged by the Commercial Banks and/or Central Bank in the Seller's country prevailing on the due dates. In addition and provided the Sellers have given thirty (30) day's written notice in advance to the Buyers, the Seller reserve the right to increase such interest rate.
In the event that the Buyers become insolvent or are adjudged bankrupt or go into receivership or liquidation the Sellers shall be entitled without prejudice to their other rights to suspend all further deliveries under this contract and/or to terminate the contract.
This contract shall not be assigned in whole or in part by the Buyer without the prior written consent of the Seller.
This contract shall be governed by the law of Singapore or by the law of the country in which the sale and purchase takes place. The Buyer and Seller shall submit to the non-exclusive jurisdiction of the Courts of Singapore or of the country in which the sale and purchase takes place.