Terms & Conditions
Sales Terms and Conditions.
In the following terms and conditions, Simax Materials Solutions Pte Ltd ., and the buyers addressed to are respectively referred to as “Seller” and “Buyer”. It is interpreted as follows:
“Buyer” is the receiving party identified in the sales .
“Seller” is Simax Materials Solutions Pte Ltd.,
“Goods” are materials supplied as per Sales Contract or Purchase Order (PO).
“Services” are services provided as per Sales Contract or Purchase Order (PO).
“Sales Contract” is Sales Agreement or Quotation.
1.1 Payment for the Goods and Services relating to the shipment as well as all other necessary expenses shall be made on the payment terms and conditions agreed and as stated in the Sales Contract/PO.
1.2 In the event that a letter of credit shall be required, the Buyer shall establish in favor of the Seller an irrevocable letter of credit through a prime reputed bank with terms satisfactory to the Seller.
1.3 In the event of the Buyer’s failure to make payment or the Buyer’s failure to establish a letter of credit or otherwise to perform its obligations hereunder or if any of the aforesaid event(s) is/ are reasonably anticipated, the Seller may demandthat the Buyer provide, within a reasonable time, adequate assurance satisfactory to the Seller of the due performance of the Sales Contract, and without prejudice to the Seller’s right to deem any failure to give such adequate assurance a breach of
the Contract and the Seller reserves the right to sue on the terms and conditions herein, the Seller may withhold shipment or delivery of the undelivered Goods until such assurance is given.
1.4 The Buyer shall pay the price specified in the Sales Contract without set-off, counterclaim, recoupment or any such similar rights which the Buyer may have against the Seller, such rights which shall be exercised in separate proceedingsbetween the Buyer and the Seller.
1.5 Any new, additional or increased freight rates, surcharges (bunker, currency, congestion or other surcharges), taxes, custom duties, export or import surcharges or other governmental charges, or insurance premiums, which is/ are not in force at the time of the execution of the Contract and which are reasonably incurred by the Seller with respect to the Goods shall be charged to the account of the Buyer and shall be reimbursed to the Seller by the Buyer on demand. As far as possible, where it is reasonable to do so, the Seller shall make reasonable attempts to inform the Buyer of the additional or increased charges, surcharges, taxes or premiums in advance.
2. SHIPMENT OR DELIVERY
2.1 The PO/Sales Contract/Quotation shall specify whether the Buyer or Seller shall be responsible for the shipping and/or delivery of the Goods and Services, and at what point (per INCOTERMS) title of the goods/services (and therefore risk) passes.
2.2 The obligations of the Seller to ship or deliver the goods specified in the Sales Contract/PO by the time or within the time period specified in the Sales Contract shall be subject to availability of transport (road, rail, air or vessel) and space.
3.2 If, under the terms of the Sales Contract/PO, the Buyer is to secure or arrange for transport and space, the Buyer shall secure the necessary giving the Seller shipping instructions within a reasonable time prior to shipment. If the Buyer fails to give such instructions within a reasonable time prior to shipment, the Seller may, at its sole discretion and at the Buyer’s risk and account, arrange for the appropriate arrangement of the Goods without prejudice to and in addition to any other rights and remedies the Seller may have under the Sales Contract/PO or at law or in equity or otherwise.
3.3 In case of shipment or delivery in installments, any delay or failure in shipment of one installment shall not be deemed a breach of the Sales Contract giving rise to a right of the Buyer to cancel the Sales Contract/PO or refuse to accept performancewith respect to other installments.
3.4 Once purchased, buyer should not return the goods. However based on goodwill, if the seller accepts return for exchange, it should be equivalent to same amount or more (additional amount to be paid by buyer). No cash is refundable.
3. FORCE MAJEURE
If the performance by the Seller of its obligations hereunder is directly or indirectly affected or prevented by force majeure, including but not limited to Acts of God, flood, typhoon, earthquake, tidal wave, landslide, fire, plague, epidemic, quarantine restriction, perils of the sea, war declared or not or threat of the same, civil commotion, blockade, arrest or restraint of government, rulers or people, requisition of vessel or aircraft, strike, lockout, sabotage or other labor dispute, explosion, accident or breakdown in whole or in part of machinery, plant, transportation or loading facility, governmental request, guidance, order or regulation, unavailability.
4. CONSEQUENTIAL CLAIMS
a. In the case when products were purchased from the seller and later found not fit for use, and confirmed by seller, it shall be returned at to the seller and invoiced not exceeding the sales amount. The cost of freight and services to return the products not fit for use shall be borne by the buyer.
b. As the result of such event, seller will not be liable for any consequential claims fromthe buyer. The consequential claims can be from the not fit for use, not used correctly and any other other losses incurred by the buyer.
Terms & Conditions
Purchase Terms and Conditions.
In the following terms and conditions, Simax Materials Solutions Pte Ltd., and the suppliers addressed to are respectively referred to as “the Purchasers” and the “Sellers”.
1. Delivery Schedule
Sellers shall deliver the goods and/or services according to the quantities and delivery dates scheduled in the purchase order. Time of delivery shall be of essence. Sellers shall deliver the goods at our agreed inco terms. The seller is liable for any loss/damage the Purchasers may suffer as a result of non-compliance to the delivery schedule howsoever caused. Purchasers may at their option approve revised delivery schedule or may terminate the order without liability to Sellers without prejudice to any claim against the Sellers for any loss/damage arising.
Unless stated otherwise transportation of goods purchased shall be as stated on the Purchase Order. In the country of origin where Purchasers appointed forwarders exist, shipment shall be made through such forwarders unless otherwise agreed to in writing by the Purchasers.
3. Patent and Non-Disclosure
a. Sellers shall warrant that there has been no violation of copyrights or patent rights in manufacturing, producing, or selling the goods shipped ordered under this shall indemnify the Purchasers against any and all liability, loss or expense occasioned by such violation.
b. Where the Sellers have been supplied with illustration, catalogues, manuals, colors, drawings, dimensions, statements of weight and measurement technical information data designs etc by the Purchasers, the same shall remain the property of the Purchasers and shall be maintained in confidence by the Sellers and they cannot be utilized or copied, reproduced, transmitted or communicated to third parties without the Purchasers’ written consent. The Seller shall only use such illustration, catalogues, manuals, colors, drawings, dimensions, statements of weight and measurement technical information data designs etc supplied for the purposes of the purchase order only and not for any other purposes whatsoever.
Purchasers shall have the right to make changes to any purchase order including deferring any delivery schedule and also have the right to terminate/cancel any purchase order in whole or in part at any time whether the Sellers are in any breach or not without liability to the Sellers. The Sellers and the Purchasers shall then negotiate for any adjustments necessary.
If in the opinion of the Purchasers any of the goods delivered to Purchasers under the order is found to be defective or not in conformity with the requirements of the order or other faults in the Purchaser’s discretion, Purchasers shall have the rights to reject such goods or require the Sellers to replace or rework the goods. Rejected goods not collected from Purchasers’ premises within the period specified in Purchasers’ notification will be returned, disposed of or destroyed (at Purchasers’ discretion) at Sellers’ cost. Purchasers reserve the right to order the goods from other sources. Any additional costs, losses and expenses arising from the rejection incurred by the Purchasers shall be borne by Sellers.
If rework or sorting, due to non-conformity of the product ordered by Purchaser, the Sellers must rework or sort the goods delivered in the period specified in the Purchasers’ Notification. In such an event the Sellers are liable for all damages loss and additional costs and expenses incurred by the Purchasers.
Purchasers shall be entitled at all times to set-off any amount owing at any time from Sellers to Purchasers or any of their affiliated or subsidiary companies against any amount payable at any time by Purchasers to the Sellers in connection with the order.
8. Extra Charges
No additional charges of any kind, including charges for packaging/repackaging or documentation will be allowed unless specifically agreed to by the Purchasers in writing.
9. Sub-Contract and Assignment
Unless specifically agreed to in writing by the Purchasers, the Sellers are not permitted to sub-contract or assign part or whole of the order to third parties.
All tooling, dies, moulds, jigs, special equipment and/or other equipments or materials whatsoever furnished by the Purchasers or specifically paid for by the Purchasers and any replacement thereof used in the performance of the order shall be and remain the property of the Purchasers and are returnable upon demand. The said tooling, dies, jigs, special equipment and/or other equipments or materials whatsoever shall be utilized only for the purpose of performing the Purchasers’ order(s) and in no other manner whatsoever.
Sellers shall indemnify the Purchasers, the director’s, officers, employees, shareholders, customers, agents, successors and assigns of each of the foregoing, and hold each harmless from and against all claims, damages, losses and expenses, including reasonable fees for attorneys and other professionals arising out of or resulting from any claims, action or proceeding by third parties against Purchasers to the extent such claim, action or proceeding is based on claim arising out of breach of Sellers’ warranties with respect to any products provided by Sellers to Purchasers. Or any allegation that any product provided by Sellers, or the use, importation offering for sale or sale thereof infringes a patent, copyright or other propriety right in any country in the world or misappropriates a trade secret of any person or entity. Legal counsel for the defense of any third party action or proceeding alleging such infringement shall be mutual agreement of Sellers and Purchasers.
12. Work on Purchasers’ Premises
If the Seller works on the premises of the Purchasers to fulfill any order, the Sellers shall indemnify the Purchasers against any and all losses, claims and expenses by reason of any accident, injury or damage to persons or property occurring in connection therewith. The Sellers must furnish proof of having purchased all relevant insurance policies required.
13. Compliance with Law
The Sellers shall comply with all laws, rules and regulations applicable in the Republic of Singapore.
14. Applicable Law
This purchase order shall be interpreted in accordance with the laws of the Republic of Singapore.
15. Order Acceptance
The Purchase Order to Sellers constitutes an offer expressly limited to the terms and conditions contained herein. Sellers’ execution and return of the Purchase Order or a copy thereof shall be the sole manner of acceptance of the Purchase Order, and such acceptance is solely limited to the terms and conditions herein. Any terms and conditions different from or in addition to those set forth herein, including any in Sellers’ acknowledgement form, are specifically rejected and shall not be binding on Purchasers unless specifically consented to in a signed writing by Purchasers’ authorized agent. No contract shall exist except as provided above. Further, the purchase order and the terms and conditions hereof cannot be modified except by writing signed by the Purchasers and Sellers. Email communication of the same is also applicable.
Sellers warrant and represent to Purchasers and Purchasers’ customers that the products provided pursuant to the Purchase Order (“Products”) shall be new and unused, shall perform in accordance with the applicable specification and related documentation provided by Sellers, and shall be free defects in material, workmanship or design for a period varying between twoto three (2-3) years from date of delivery by Sellers (the “Warranty Period”). During the Warranty Period, Sellers shall, at its own expense and risk in addition to any other rights granted hereunder, repair or replace and return or deliver to the location designated by Purchasers or its customer any defective Products within seven (7) days after receipt of such Products. All replacement Products shall be new. All replaced or repaired Products shall be warranty for the longer of three (3) months or the remaining Warranty Period for the products being replaced or repaired.
17. Epidemic Failure
Sellers warranty all Products against Epidemic Failure for a period of between two to three (2-3) years after shipment of each Product. “Epidemic Failure” shall be deemed to have occurred if more than ten percent (10%) of the Products delivered by Sellers during a given calendar quarter. The parties acknowledge and agree that an Epidemic Failure will cause Purchasers and its customers direct and foreseeable damages. Purchasers shall be entitled to require Sellers to recall or perform field replacement of all defective Products, as well as all Products which may be susceptible to the same failure mode, and Sellers shall be responsible for all cost incurred in rectifying any Epidemic Failure including, without limitation, the cost of any solution, work-arounds, recovery plans, recalls, field replacements and engineering changes. Sellers shall indemnify and hold Purchasers harmless from and against all cost, expenses, claims, liabilities, demands, or cause of action arising out of relating to any such Epidemic Failure.
The following shall apply to all orders except where Simax Materials Solutions Pte Ltd .,, has appointed forwarders. supplies will be notified accordingly and are required to comply with such instructions as are separately issued.
1. Purchase order number, item number, description, quantity and prices is to be indicatedon invoices.
2. Before sea shipment airmail or email 1 copy of invoice/packaging list.
3. For air/road/rail shipment 1 copy of invoice/packaging list or delivery order must accompany the goods.
4. Airway bill, Bill of Lading must be consigned to Simax Materials Solutions Pte Ltd.,
5. For L/C shipment, in addition to (3) and (4) above, please comply strictly to the L/C conditions.
6. Dispatch address for all documents to Simax Materials Solutions Pte Ltd., Blk1, Ang Mo Kio Ind. Park 2A, #04-08 AMK Tech 1, Singapore568049 for the attention of Purchasing Department.
7. Markings: All packages shipped must be marked with the purchase order number and the packages be enumerated in sequence.