The general terms of delivery below are applicable insofar as they have not been waived in any other written agreement with us.
Offer And Conclusion Of Orders
2.1 Our offers shall not create a binding contract. We shall only consider purchase orders to be binding insofar as we confirm them in writing or if we fulfill the order by sending the goods.
2.2 The conclusion of order is effected subject to the right and punctual supply by our supplier. The customer will immediately be informed about the non-availability of the service.
2.3 We are entitled to perform partial deliveries. We reserve explicitly the right to perform additional or short deliveries up to 10% regarding the weight and the quantity which is applicable both for the entire concluded quantity and for each partial delivery.
2.4 As to agreements which require the purchase of materials, we have the right to require the missing planning (e.g. precise delivery quantities for each calling, delivery time, measures and quality features) after three months of the confirmation of order. If the customer does not fulfill this request within two weeks, we have the right to determine an extension of two weeks and to withdraw from the order after this extension and to claim compensation refusing delivery.
2.5 If the customer wants us to perform certain controlled testing that go beyond the usual technical level or which are required for certain purposes of usage, the type and extent of these tests have to be agreed on when the contract is concluded at the latest. If this is not the case, the costs of the tests must be paid by the customer.
Delivery Times And Delays
3.1 If the customer does not fulfill his contractual duties – including the duties of participation or additional duties – in time, we are entitled to delay our delivery times and dates appropriately notwithstanding our rights from the delay according to the needs of our production process. We are also entitled to claim compensation for the loss which occurred to us, including possible additional costs.
3.2 The delivery date which may have been agreed on starts when the details of the performance have been clarified and when the customer has fulfilled all conditions. The date of the readiness of dispatch is the date of delivery.
3.3 In case of a delay of delivery the customer may grant us an appropriate extension. If the delivery is not effected during this extension, the customer is entitled to withdraw from the order. Even when a date has been agreed, we are only in delay due to a written reminder. In case of default the customer has to inform us on our request if he withdraws from the contract or insists on delivery.
3.4 Paragraph 10 (liability) of these general business terms is applicable for the customer’s claim for damages due to a delay in delivery which we are responsible for.
3.5 Unforeseen circumstances not caused by us such as the interruption of operations, exceeding delivery dates or short delivery by our suppliers as well as the shortage of energy or raw materials, discharge us from the duty of delivery for the duration of the interruption and to the extent of their result. If the delivery has been delayed by more than 3 months, the customer has the right to withdraw from the order excluding any further claims concerning the quantity affected by the interruption.
3.6 The same rights are due to us and the customer in case of force majeure, such as strikes, lock-outs and official decrees which we are not responsible for.
If the acceptance of our service is agreed on separately, the customer has to perform this on our premises at his own expenses.
Dispatch And Passing Of The Risk
5.1 Unless another term of delivery has been agreed on, we deliver “ex works”. The costs for special deliveries desired by the customer (costs for courier, express etc.) have to be paid by the customer unless the special dispatch would have been required by our behaviour which we are responsible for.
5.2 The way of dispatch and means of transportation are subject to our choice unless something else has been agreed on. Insurance for transport is only effected on the customer’s explicit request at his expenses and according to a separate agreement.
Packing, Measures And Weights
6.1 Packing is performed in accordance with our packing standard. This means we follow the principle of minimizing packing material and to employ only materials which are not harmful to the environment. The usage of reusable packing materials has to be principally agreed on with us and is subject to our special allowance. This is also applicable to packing materials required for the customer’s specification.
Prices And Payment
7.1 Subject to varying written agreements all additional costs, such as packing, freight, insurance, duties, charges and expenses of any kind are at the customer’s expenses. Our prices do not contain the goods and services tax; this tax will be listed separately in our invoice.
7.2 As to orders which are performed more than 4 months after the conclusion of the contract, we have the right to adapt the prices accordingly for deliveries which have not been performed yet for unforeseen and essential changes of the production costs (e.g. costs for material, energy, personnel and transport charges).
7.3 We apply a SGD100 Min Order Value. We do not allow orders less than this.
7.4 If there are justified doubts concerning the customer’s solvency or creditworthiness we have the right to require payment in advance for deliveries which have not been performed yet and to accelerate all claims from this business relation immediately – notwithstanding all our other rights. Delivery is interrupted as long as the customer is in delay with a due payment.
7.5 Unless otherwise agreed the payment has to be made in advance.
7.6 The customer has only the right of off-setting claims if his counterclaims have been legally determined or recognized by us. The customer can only exert his right of retention if his counterclaim results from the same contractual relation.
Retention Of Title
8.1 We reserve the right of ownership of the goods until all claims due to us resulting from the business relation with the customer are fulfilled. When payment is delayed, we are entitled to withdraw from the contract and to demand the return of the goods.
The Purchaser’s Duty Of Control, Notice Of Defects, Rights Of Material Defects
9.1 The purchaser has to make a written complaint about recognizable defects of any kind immediately, after 8 working days after receipt of the goods at the latest. Otherwise, the goods are accepted. The purchaser has to inform us about latent defects within 8 working days after discovery at the latest; otherwise, the goods are accepted despite these defects.
9.2 Any further processing of the parts which the purchaser may complain about is not allowed until the clarification of the possibility of usage. Some of the parts complained about have to be returned to us immediately at our request. We also have to be given the opportunity to check the defects complained about in situ. The defective goods must not be modified without our consent; otherwise the warranty claim will be lost.
9.3 The period of prescription for claims resulting from defects is principally one year. The period of prescription is two years for violations of life, body or health which we are responsible for as well as in the cases of gross negligence. The period of prescription for claims resulting from defects is five years for goods which have been used for a building conforming with their usual way of usage and which have caused the defectiveness of this building.
9.4 If the delivered goods are defective, the purchaser may require the removal of the defect (repair) or the delivery of faultless goods (substitute delivery) as a subsequent performance, however, the choice between these two options is due to us. If we replace defective goods, we acquire the ownership of the replaced parts. If we are not ready or not in the position to repair or give a substitute delivery, in particular if this repair or substitute delivery is not done within an appropriate period for reasons which we are responsible for, or if the repair/substitute delivery fails in another way, the purchaser has the right to withdraw from the contract or to reduce the purchase price if the attempts of subsequent performance are unreasonable for him.
9.5 There is no claim for defects resulting from abrasion or for damages resulting after the passing of risk due to incorrect or careless treatment, excessive usage, inappropriate operative means or due to special external impacts which are not agreed on according to the contract. If the purchaser or third parties perform modifications or repairs inappropriately, there is no claim for defects for them or for the consequences resulting from them.
9.6 It is agreed that only the contents of our product description principally corresponds with the quality of the goods. However, public opinion, recommendations or advertising by us or by other parties do not represent the description of quality of the goods according to the contract.
Limitation Of Liability
10.1 We shall not be liable for any claims for special, indirect or consequential damages as well as for the purchaser’s additional expenses, loss of profits or other financial damages.
10.2 To the extent that our liability is excluded or limited as mentioned above, the same applies as well to the personal liability of our staff members, representatives and persons employed by us in the performance of this obligation.
Trade Mark, Protected Privilege, Mark Of Origin, Tools
11.1 The purchaser is not allowed to change or remove the marks of origin or the features on our products without or written consent.
11.2 The purchaser is not allowed to use the trade marks with which our goods are delivered for the products which are processed from them nor for other purposes (in particular advertising purposes) without our written consent.
11.3 We reserve the right of ownership and the copyright of samples, illustrations and drawings and other documents as well as tools. This also applies when shares in the cost for such objects are refunded by the purchaser.
11.4 If the production is performed according to the purchaser’s drawing or other data, the purchaser will exempt us from all claims made by third parties.
11.5 We have the right to destroy tools, drawings and drafts, which are in our possession three years after the last use.
Place Of Performance, Jurisdiction, Applicable Law
12.1 This agreement is governed by the laws and regulations of The Republic of Singapore. However, we are entitled to enforce our claims at the purchaser’s general jurisdiction, too.