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thyssenkrupp and Wilhelmsen collaborate on new 3D printing joint venture - Pelagus 3D
thyssenkrupp and Wilhelmsen collaborate on new 3D printing joint venture - Pelagus 3D

Terms and Conditions

GENERAL TERMS AND CONDITIONS OF SALE

Pelagus 3D Pte. Ltd.

1. General Provisions

1.1. The Seller shall not be bound by any agreements and any variations of these General Terms and Conditions of Sale unless confirmed by the Seller in writing.

1.2. All orders to be placed with the Seller as well as proposals quotation and advice from the Seller, and all services to be provided by Seller shall be governed exclusively by these General Terms and Conditions. The Buyer's terms and conditions of purchase, if any, shall not be binding on Seller and shall not form part of the Contract between the parties even if Seller does not object against them after having received such conditions.

1.3. These General Terms and Conditions of Sale and the Order Confirmation (as defined in Clause 3) issued to the Buyer in accordance with Clause 3 shall, in respect of each Order placed by the Buyer, form a separate binding Contract between the Seller and the Buyer for the supply of the goods or services as set out in the Order Confirmation (each a “Contract”). In case of any contradiction between the Order Confirmation and these General Terms and Conditions of Sale, the terms of the Order Confirmation shall prevail.

1.4. The Seller's employees or agents are not authorised to make any representations concerning any goods or services unless confirmed by the Seller in writing. Any information made available in connection with any offer for the supply of goods or services, including photographs, drawings, data about the extent of the delivery, appearance, performance, dimensions, weight, consumption of operating materials, operating costs , is not binding on the Seller unless expressly designated as binding by the Seller in writing. In entering into the contract, the Buyer acknowledges that it does not rely on and waives any claim based on any such representations or information not so confirmed as binding upon the Seller.

1.5. The term “goods” shall, in the context of these General Terms and Conditions of Sale, also comprise services, unless expressly excluded or separately dealt with.

 

2. Contract Price, Terms of Payment and Security

2.1. The Contract price shall be as stated in the Order Confirmation. If any duties, consular fees, freight charges, insurance premiums and other charges included in the contract price are increased after the Contract is entered into, any such increase shall be charged additionally to Buyer; the same applies to any similar charges which may be introduced after the date the Contract is entered into.

2.2. If no other specific terms have been agreed in writing between the Buyer and the Seller, the following terms shall apply:

2.2.1. The Seller shall be entitled to invoice the Buyer on or at any time after the 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 such delivery or the Seller has notified the Buyer that the goods are ready for collection (whichever case is applicable).

2.2.2. The Buyer shall pay the price for the goods within 30 days of the invoice date.

2.3. The Seller reserves the right to increase the contract price of the goods in case of:

(a) any change in delivery/performance dates, quantities or specifications for the goods which is requested by the Buyer; or

(b) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

2.4. Unless otherwise agreed in writing between the Buyer and the Seller, all prices for goods are given by the Seller on an ex works basis.

2.5. The price is exclusive of any applicable goods and services tax, value added tax or similar tax which the Buyer shall be additionally liable to  pay  to  the  Seller.  The Seller shall be entitled to receive the payment for the full contract price net of all bank charges, taxes and similar expenses.

2.6. The Buyer shall bear the cost of any special packaging of the goods which it may request or which may be necessitated by delivery by any means other than the Seller’s normal means of delivery. The Buyer shall, unless otherwise agreed, be solely responsible for the disposal of all packaging in accordance with all laws, whether statutory or otherwise, relating to the protection of the environment.

2.7. All payments to be made by the Buyer to the Seller shall be made without set-off, counter claim or condition.

2.8. If the Buyer has agreed to and provided a deposit on an order placed for the purchase of the goods, and the Buyer wishes not to carry out, or wishes to rescind, terminate or annul the transaction, the Seller shall be entitled to forfeit any such deposit paid by the Buyer. The Seller shall have no liability to refund the deposit in this instance. For the avoidance of doubt, any forfeiture of such deposit by the Seller shall be without prejudice to any other rights or remedies that the Seller may be entitled to.

2.9. If payment of any sum is not made when due for any reason, then, without prejudice to any of Seller's other rights or remedies, late payment interest will  be charged on the outstanding sum at a rate of four (4) per cent points above the three (3) month USD SOFR  on the day which the payment became due and payable (and if no three (3) month USD SOFR is published for that date, the three (3) month USD SOFR published on the next day on which such rate is available) from the due date of payment until the actual date of payment (whether before or after judgement).

2.10. In case of any delay in payment or if in the Seller's reasonable opinion the Buyer's ability or willingness to make payment is or is likely to be impaired for whatever reason, Seller shall be entitled to claim immediate settlement of all debts irrespective of the maturity dates of any bills of exchange or cheques. The Seller shall in that event also be entitled to require pre-payment or security for all outstanding deliveries or cancel the Contract or suspend any further deliveries of the goods until such payment is made.

2.11. The Seller shall be entitled to offset all claims, which the Seller has against the Buyer, against those, which the Buyer has against the Seller.

 

3. Orders and Specifications

3.1. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller's authorised representative (the “Order Confirmation”).

3.2. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any 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.

3.3. The quantity and description of, and any specification for the goods shall be those as set out in the Seller's quotation (if accepted by the Buyer) or in the case of the Buyer's order, if accepted by the Seller or as otherwise set out in any contractual documentation.

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 concluded Contract or order may be modified or 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 the modification or cancellation, as the case may be.

4. Documents, Grades, Dimensions and Weights

4.1. Any documents relating to the goods delivered by the Seller, in particular any drawings shall remain the Seller's property and shall be used only for the purpose of the contract. Such documents shall be returned upon the Seller's request.

 

5. Inspection

5.1. If an inspection has been agreed upon, it shall be carried out at the Seller's warehouse, at the latest upon the Seller's notification that the goods are ready for inspection. All costs arising in connection with the inspection (whether the Seller's own costs or those charged to Seller by third parties) shall be borne by the Buyer.

5.2. If, through no fault of the Seller, the inspection of the goods is not carried out in time or is incomplete, the Seller shall at the completion of the inspection or at the latest date when the goods shall be dispatched to meet the agreed delivery date (whichever is applicable) be entitled to dispatch the goods without having the goods go through a further inspection or to store them at the Buyer's expense and risk.

 

6. Passing of Risk and Shipment

6.1. Risk shall pass to the Buyer in accordance with the agreed upon Incoterm.

6.2. Trade terms used in the Contract shall be interpreted in accordance with the Incoterms 2020.

 

6.3. If  Seller undertakes to deliver the goods, the means and routes of transport shall be at the Seller's discretion; the Seller shall be entitled to nominate the forwarding agent and the carrier at its discretion.

 

7. Performance, Time Delivery and Delays

7.1. Unless otherwise agreed by the parties the goods shall be delivered by the Seller to the Buyer on DAP basis (Incoterms 2020). If the parties agree on some other mode of delivery in accordance with certain Incoterms, the Seller’s delivery obligations shall be determined according to the applicable Incoterm. Save for the obligations as necessitated by the applicable Incoterms and/or obligations expressly undertaken by the Seller in writing, the Seller shall have no other obligations, in particular obligations which it might otherwise have according to the provisions of the Sale of Goods Act 1979 of Singapore.  The Seller may, if the Buyer so requests, and at the Buyer’s cost, assist the Buyer to arrange for transportation or insurance of the goods, but if the Seller does so, it shall accept no liability whatsoever, nor shall such action in any way affect the Seller’s contractual delivery obligations as aforesaid.

7.2. The Seller has the right at any time to sub-contract all or any of its obligations for the sale of the goods to any other party as it may from time to time decide without giving notice of the same to the Buyer.

7.3. Any dates indicated for the delivery of the goods are an estimate only. The goods may be delivered by the Seller in advance of the estimated delivery date upon the giving of reasonable notice by the Seller to the Buyer. Unless previously agreed by the Seller in writing, the time for delivery/performance or the goods/service shall not be of the essence, and the Seller shall not be liable for any delay in delivery or performance howsoever caused. Where time of performance has been agreed by the Seller to be of the essence of the contract, and the Seller fails to comply with its obligations in due time, the Buyer shall be entitled to compensation for actual loss and expense sustained as a  result of the Seller’s delay in delivery/performance, which was foreseeable at the time of conclusion of the Contract and resulting from the usual course of events, subject always to  the limitations of liability set out in clause 10.

7.4. The Seller's obligation to deliver shall be subject to the timely and correct delivery of the goods by the Seller's suppliers unless the delay or incorrect delivery by Seller's suppliers is due to Seller's fault.

7.5. The time of delivery which the Seller has confirmed shall only be binding on the parties on the condition that all the relevant requirements/pre-conditions of the Contract have been clarified in time and Buyer has fulfilled in a timely manner all of the relevant requirements/pre-conditions, e.g. to submit all the necessary permits, licenses or other official documents or to pay a non-refundable deposit. The time of delivery relates to the date of dispatch from the Seller's warehouse. The time of delivery shall be deemed complied with upon Seller notifying Buyer that the goods are ready for dispatch if Seller for reasons beyond its control is unable to dispatch the goods in due time.

7.6. The Seller shall be under no liability to the Buyer should the Seller be prevented from fulfilling its obligations under the Contract by unforeseen events affecting the Seller or its suppliers and which, notwithstanding all care that may be reasonably taken by the Seller in the circumstances of the case, the Seller was not able to avert which include without limitation, war, acts of State, riots,  acts of God, epidemics and pandemics, accidents, operational disturbances, strikes, lock-outs and delays in the delivery of essential utilities or materials (“Force Majeure Event”). In particular, the time of delivery shall be extended by the duration of the Force Majeure Event (with the addition of a reasonable starting period). If, by reason of any of the Force Majeure Event, the delivery becomes impossible, illegal, indefinitely postponed or delayed by a period of sixty (60) days or more, either party shall be entitled to terminate the Contract by giving the other party at least two (2) weeks’ notice for the termination. The Seller shall, after the occurrence of the Force Majeure Event, exercise reasonable efforts to mitigate its effect. For the avoidance of doubt, the termination of the Contract pursuant to this Clause 6.4 shall not affect either party’s rights and claims arising prior to the termination of the contract.

7.7. If the Seller is in default of its obligations to deliver the goods, the Buyer shall have the right to terminate the Contract provided it has given written notice to Seller to rectify the default within a reasonable period of time that is not less than 14 days and thereafter, at the expiration of such extended period, the Seller is still in default of its obligations.

 

7.8. All further rights in respect of delays in delivery of the goods by the Seller, in particular any claims for damages, shall be subject to Clause 10.

 

8. Warranties and Remedies

8.1. Subject as expressly provided in these Conditions all other warranties conditions or terms, including those implied by statute or common law, are excluded to the fullest extent permitted by law.

 

8.2. Subject to this Condition 8, the Seller warrants that the goods will correspond with their specification at the time of delivery, and agrees to remedy any non-conformity therein for period of 12 (twelve) months commencing from the date on which the goods are delivered or deemed to be delivered ("Warranty Period"). Where the Buyer is dealing as a consumer (within the meaning of the Unfair Contract Terms Act Cap 396), the Seller further gives to the Buyer such implied warranties as cannot be excluded by law.

8.3. The Seller’s above warranty concerning the goods is given subject to the following conditions;​​​

 

 

- No condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the goods supplied or that they will be suitable for any particular purpose or use under any specific conditions, notwithstanding that such purpose or conditions may be known or made known to the Seller;

 

- The Supplier binds itself only to deliver goods in accordance with the general description under which they were sold, whether or not any special or particular description shall have been given or shall be implied by law. Any such special or particular description shall be taken only as the expression of the Seller's opinion in that behalf. The Seller does not give any warranty as to the quality state condition or fitness of the goods

 

- The Seller shall be under no liability in respect of any defect in the goods or any other claim arising from any drawing design or specification supplied by the Buyer;

 

- The Seller shall be under no liability in respect of any defect arising from unsuitable or improper use, defective installation or commissioning by the Buyer or third parties, fair wear and tear, wilful damage, negligence, abnormal working conditions, defective or negligent handling, improper maintenance, excessive load, unsuitable operating materials and replacement materials, poor work, unsuitable foundation, chemical, electro-technical/electronic or electric influences, 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;

 

- The Seller shall be under no liability whatsoever in respect of any defect in the goods arising after the expiry of the Warranty Period.

8.4. The Buyer shall inspect the goods upon delivery or collection and notify the Seller of any apparent defects in the goods which may be reasonably discovered on inspection within three (3) days of such delivery or collection, failing which the goods shall be deemed to be in good order and accepted by the Buyer except if there are latent defects which cannot be reasonably discovered by the Buyer during the inspection process. Any claim in respect of defects which were detectable on inspection and have not been notified to the Seller in accordance with the preceding sentence shall be excluded. In case of any latent defects, the Seller shall, if notice is given by the Buyer of any latent defects within 30 days from delivery or collection, remedy such latent defects at no cost to the Buyer.

 

8.5. The Seller shall, at its discretion, either repair or replace the defective goods. If the Seller fails to effect such repair or replacement of the defective goods within a reasonable period of time, the Buyer shall be entitled to cancel the respective part of the Contract or to allow a reduction in purchase price that is to be paid by the Buyer.

 

8.6. The Seller’s remaining warranty period applicable to the original goods shall also apply to the repaired goods or replacement; provided that in no event shall the Seller be liable for any claims for defects after a period of 6 months after the completion of repair or replacement.

 

8.7. Notwithstanding that the goods supplied under the Contract do not conform to the Seller’s description thereunder or that goods of a different type altogether have been supplied, the above provisions shall apply to the supply of such goods.

 

9. Retention of Title

9.1. The goods shall remain Seller's property until the time at which the Seller has received payment in full of all sums due to it in respect of such goods (including any taxes, interest, delivery and additional charges) as invoiced to the Buyer. Until such time as the title  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 and shall be entitled to resell or use the goods in the ordinary course of its business but shall account to the Seller for the proceeds of  such sale or otherwise of the goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and in the case of tangible proceeds properly stored protected and insured. If the Buyer has not received the proceeds of any such sale it will, if called upon to do so by the Seller, assign to the Seller within seven (7) days all rights against the person or persons by whom the proceeds are owed.

 

9.2. Subject to Clauses 9.3 and 15 (Intellectual Property Rights), the Buyer may resell or use goods in the ordinary course of its business (but not otherwise) before the Seller receives payment. If the Buyer resells before that time: (i) it does so as principal and not as the Seller's agent; and (ii) title to those goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs.

 

9.3. If before title to goods passes to the Buyer the Buyer becomes subject to any of the events listed at Clause 11.2, then, without limiting any other right or remedy the Seller may have, the Buyer's right to resell goods and use them in the ordinary course of its business ceases immediately.

 

9.4. Until such time as the title 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. 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.

 

9.5. Where the goods have been incorporated by the Buyer into any product or article in such a way that the substance and identity of the goods have been irrevocably altered or destroyed, then title in such new product(s) or article(s) shall immediately upon its or their creation vest wholly in the Seller, and the provisions of Clause 9 shall apply mutadis mutandis to such products or articles as if they were goods with the title remaining with the Seller; provided that this Clause 9.5 shall not apply if 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. For the avoidance of doubt, it is hereby declared that the provisions of the preceding sub-clauses shall continue to apply to the goods which have been incorporated by the Buyer into any product or article in such a way that the substance and identity of the goods have not been irrevocably altered or destroyed.

 

9.6. The Buyer shall indemnify the Seller against all loss, damages, costs, expenses and legal fees incurred by the Seller in connection with the assertion and enforcement of the Seller's rights under this Clause 9.

 

9.7. Should the retention of title clause in this Clause 9 be invalid under the law of the country in which the goods are situated, such protection for the Seller as in that country corresponds to the above retention of title clause shall be deemed to have been agreed upon. The Buyer shall take all measures necessary for such protection for Seller to come into effect and/or to be maintained.

 

9.8. Should a more extensive retention of title clause be permitted by the law of the country in which the goods are situated (such as – without prejudice to the generality of the foregoing – the assignment of the Buyer's future claims resulting from the re-sale of the goods delivered by the Seller), the Buyer shall upon Seller's request implement such a clause.

 

10. Limitation of Liability

10.1. The Seller shall accept liability to the Buyer for death or injury resulting from its own or that of its employees' negligence. Save as aforesaid, the Seller’s liability under or in connection with the Contract shall be subject to the limitations set out in this Clause 10. The Seller's liability shall be limited exclusively to the express conditions contained in these General Terms and Conditions of Sale. Any other rights not expressly acknowledged herein such as but not limited to rights of cancellation, termination, restitution or price reduction and any claims for damages however arising, particularly due to tort, breach of contract, impossibility of performance shall be excluded.

 

10.2. The Seller shall be under no liability whatsoever if there is any delay or breach by the Seller due to a Force Majeure Event affecting the Seller.

 

10.3. In no event shall the Seller be liable for loss of profit, goodwill, loss of production or revenue or any type of special, indirect or consequential loss whatsoever (including loss or damage suffered by the Buyer as a result of an action brought by a third party) even if such loss were reasonably foreseeable or the Seller had been advised of the possibility of the Buyer incurring the same.

 

10.4. Where time of performance has been agreed by the Seller to be of the essence of the contract, and the Seller fails to comply with its obligations in due time, so that the Buyer becomes entitled to compensation in accordance with clause 6.2, the Seller’s liability shall be limited to an amount of 0.5% for each full week of delay, in total to a maximum cumulative amount of 5%, of the value of the relevant goods.

 

10.5. If the Buyer becomes entitled to compensation arising out of the Seller’s non-delivery of goods, the Seller’s liability shall be limited to the total value of the undelivered goods.

 

10.6. The remedies set out in these General Terms and Conditions of Sale are the Buyer’s sole and exclusive remedies for non-conformity of or defects in the goods and the Seller’s liability for the same shall be limited in the manner specified in these General Terms and Conditions of Sale.

 

10.7. Without prejudice to the limits of liability applicable imposed under this Clause 10 or elsewhere in these General Terms and Conditions of Sale, the Seller’s maximum and cumulative total liability (including any liability for acts and omissions of its employees, agents and sub-contractors) in respect of any and all claims for defective performance, breach of contract, compensation, indemnity, tort, misrepresentation, negligence at law or equity and any other damages or losses which may arise in connection with its performance or non-performance under the contract, shall not exceed the total contract price of the goods to be delivered under the Contract.

 

10.8. If a number of events give rise substantially to the same loss they shall be regarded as giving rise to only one claim under these conditions.

 

10.9. No action shall be brought against the Seller later than the earlier of: (a) twelve (12) months after the date it became aware of the circumstances giving rise to a claim or the date when it ought reasonably to have become aware , or (b) twelve (12) months after the end of the warranty period.

This exclusion of liability shall not apply in case of willful misconduct.

.

11. Termination

11.1. On or at any time after the occurrence of any of the events set out in Clause 11.2, the Seller may stop any goods in transit, suspend further deliveries to the Buyer and/or terminate the Contract with the Buyer with immediate effect by written notice to the Buyer

11.2. The events entitling the Seller to immediate termination of the Contract shall include:-

(i) the Buyer being in breach of an obligation under the contract;

(ii) the Buyer passing a resolution for its winding up or a court of competent jurisdiction making an order for the Buyer’s winding up or dissolution.

 

12. General

Each of the provisions of the Contract is severable and distinct from the others so that if any provisions of the Contract are held to be invalid, void, illegal or unenforceable under any applicable law or by any order of any court of competent jurisdiction, the remaining provisions shall not be impaired or affected by such illegality, invalidity or unenforceability and shall continue to bind the Buyer and the  Seller. No person who is not a party to the Contract (including any employee, officer, agent, representative or sub-contractor of either party) shall have any right under the Contracts (Rights  of Third Parties) Act 2001 of Singapore to enforce any terms of the Contract which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties, which agreement must refer to this condition.

 

13. Compliance with Law and Ethical Standards

13.1. Each of the Buyer and the Seller, in the performance of the Contract and the business resulting therefrom, shall comply with all laws and regulations applicable to such party.

13.2. The Seller and the Buyer further agree that neither shall:

(i) offer or agree to give any person working for or engaged by the other party any gift or other consideration, which could act as an inducement or a reward for any act or omission to act in connection with any agreement between the parties;

(ii) enter into any agreement with the other party if it has knowledge that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the other party or that an agreement has been reached to that effect unless (i) details of any such arrangement have been disclosed in writing to the other party prior to the execution of the agreement and (ii) approval of such arrangement by an authorised representative of the other party has been obtained;

(iii) offer, pay or promise to pay either directly or indirectly, anything of value to a Public Official in connection with any agreement, and the parties further agree that (i) in the performance of their respective obligations hereunder, the parties and their respective agents, sub-contractors and employees shall comply with all applicable laws, rules, regulations and orders of any applicable jurisdiction, including the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and (ii) each party shall notify the other immediately in writing with full particulars in the event that party receives a request from any Public Official requesting illicit payments; or

(iv) take any other action which results in a breach by either party of any applicable anti-corruption legislation.

13.3. In this Clause 13, the term “Public Official” means (i) any official or employee of any government agency or government-owned or controlled enterprise, (ii) any person performing a public function, (iii) any official or employee of a public international organisation, (iv) any candidate for political office or (v) any political party or an official of a political party.

13.4. Without prejudice to any other rights or remedies a party may have, if the Buyer or the Seller is in breach of this Clause 13, the other party shall be entitled to terminate the Contract by written notice with immediate effect.

 

14. Compliance with Asset Control Laws and Financial Sanctions

14.1. Each of the Buyer and the Seller shall comply with applicable anti-terrorist financing, sanction and asset control laws, regulations, rules and orders, including but not limited to those imposed by the United Nations, the United States (including the U.S. Department of Treasury, Office of Foreign Assets Control (“OFAC”) regulations) and the European Union sanctions or restrictive measures. The Buyer and the Seller further warrant that now, and throughout the course of the contract, they are not themselves subject to any sanctions listing.

 

14.2. Pursuant to OFAC regulations respecting USD payments, it is expressly acknowledged that neither the Buyer nor the Seller can facilitate USD payments in any transaction related to OFAC sanctioned entities or countries, either directly or indirectly. Either party may be required to request information from the other which supports a verification statement which New York intermediary banks may require according to the OFAC regulations, including whether a person is a “specially designated national” listed by OFAC or any executive order, or a “national” of any country with which transactions are regulated by OFAC and both parties shall provide timely and truthful responses to any such reasonable enquiries that the other may make to support any required verification statements.

 

14.3. Without prejudice to any other rights or remedies a party may have, if the Buyer or the Seller is in breach of this Clause 14, the other party shall be entitled to terminate the Contract by written notice with immediate effect.

 

15. Intellectual Property Rights

15.1. Nothing in these General Terms and Conditions of Sale nor any other term of a Contract shall operate to transfer any intellectual property rights (including but not limited to patents, designs, trademarks and trade names (whether registered or unregistered), copyright and related rights, database rights and knowhow) in the goods (or any items supplied with them) nor any proprietary information or data to the Buyer.

 

15.2. The Seller shall grant to the Buyer a non-exclusive, non-transferrable (except to subsequent purchasers of the goods) royalty free licence to use the intellectual property rights contained within the goods (and any related item delivered with them such as instruction manuals, drawings, commissioning and handover documents) solely to use the goods for the purpose provided.

 

15.3. Notwithstanding any other term of the Contract, the Buyer shall not be entitled to use the name, logo or trademarks of Seller on any external marketing materials without the prior written consent of the Seller.

 

16. Confidentiality

16.1. Subject to these General Terms and Conditions of Sale, both the Buyer and the Seller agree to keep all information disclosed to it by the other party confidential, and not to disclose it without the prior written consent of the other party to any third party, unless: (i) the information was public knowledge at the time of the disclosure; (ii) the information becomes public knowledge other than by breach of the confidentiality requirements set out in this Agreement; (iii) the information subsequently comes lawfully into its possession from a third party; or (iv) such disclosure is required pursuant to any applicable laws or mandatory regulations to which the disclosing party is subject.

 

16.2. Notwithstanding Clause 16.1, each party shall be entitled to disclose confidential information to (i) its directors, shareholders, officers, employees, advisers, subcontractors and consultants on a need to know basis; (ii) to potential assignees or transferees; and/or (iii) otherwise as necessary for the purposes of performing its obligations under the Contract, provided always that the disclosing party ensures compliance of any recipient third parties with the provisions of this Clause 16.

 

16.3. Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

 

17. Place of Jurisdiction, Applicable Law

17.1. The place of jurisdiction and the forum for all disputes including those with regard to bills of exchange and/or cheques shall be Singapore. The parties hereby agree to submit to the exclusive jurisdiction of the Singapore courts. Seller may however also sue Buyer in Buyer's own jurisdiction as Seller  elects.

 

17.2. The Contract and the legal relations between Seller and Buyer shall be governed exclusively by the laws of Singapore. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any Contract for the sale of goods by the Seller.

 

18. Miscellaneous

18.1. Entire Agreement

Each Contract (incorporating, for the avoidance of doubt these General Terms and Conditions of Sale and any additional terms (if applicable) together with the order) shall constitute the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

Each party acknowledges that, in entering into a Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Contract.  Nothing in this Clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.

18.2. Assignment and Subcontracting

Neither Party may assign or transfer all nor any of its rights or obligations under a Contract without the prior written consent of the other party, which shall not be unreasonably withheld or delayed.

18.3. Waiver

No failure by either of the parties hereto, in case of a default or breach by the other party, to enforce any claim, or to exercise any remedy, or to have resort to any recourse under a Contract or under any applicable law shall be deemed a waiver of any other remedy or recourse or a waiver of the same remedy or recourse for any subsequent default or breach.

18.4. Data Protection

Each Party shall comply at all times with mandatory applicable laws and regulations relating to the protection of data.

18.5. No Agency or Partnership

Nothing in these General Terms and Conditions of Sale is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

18.6. Severability

If any term of a Contract is or to any extent subsequently becomes void, unenforceable, or illegal for any reason whatsoever:

(i) such term shall be deemed excluded to the extent of such invalidity;

 

(ii) any exclusion under (i) shall not affect the validity or operation of any other provision of the Contract except only so far as shall be necessary to give effect to the construction of such invalidity; and

 

(iii) the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

18.7. Variations

No variation or amendment to a Contract shall be valid unless recorded in writing and signed by both parties to such Contract.

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