General Condition of Sale
Containers Printers Pte Ltd ("Seller") and the person or company identified on the delivery order or invoice to which these Terms and Agreement of Sale relate ("Buyer") hereby agree to the following terms and conditions (these "Terms and Conditions"). These Terms and Conditions shall apply exclusively to Buyers who do not deal with Seller as consumers within the meaning of the Sale of Goods Act (Cap. 393) and the Consumer Protection (Fair Trading) Act (Cap. 52A), i.e. natural persons or legal entities that purchase the goods or service for commercial or professional purposes:
1. Controlling Document
1.1 Buyer shall offer to purchase products from Seller pursuant to purchase orders placed by Buyer utilising the purchase order form as may be provided by Seller ("Purchase Order"). All Purchase Orders given to Seller by Buyer shall be deemed to be an offer by Buyer to purchase the products pursuant to these Terms and Conditions.
1.2 The acceptance by Seller of any Purchase Order from Buyer for the products described in the Purchase Order (the "Finished Goods") is expressly made conditional on Buyer's assent to these Terms and Conditions, and Seller agrees to furnish the Finished Goods only upon these Terms and Conditions. Acceptance of delivery or deemed delivery (as the case may be) of the Finished Goods shall be deemed exclusive evidence of the Buyer's acceptance of these Terms and Conditions.
1.3 These Terms and Conditions shall apply to all contracts for sale of Finished Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation or other document.
1.4 Upon Seller's written acceptance of a Purchase Order, each Purchase Order shall constitute a binding agreement ("Contract") between Seller and Buyer subject to these Terms and Conditions. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the Buyer and Seller) shall be inapplicable unless agreed in writing by the Seller.
2. Pricing, Payment Terms
2.1 The price of the Finished Goods shall be the Seller's quoted price for the quantities stipulated as set out in the Purchase Order. Any discrepancies in a Purchase Order, Seller's quotation(s) and/or price lists are subject to Seller's discretion and final acceptance. Seller also reserves the right to correct any clerical or typographical invoicing errors.
2.2. Seller's quotation(s) and/or price lists are merely invitations to treat. Seller expressly reserves the right to modify and/or review a quoted price without notice, at any time before delivery to Buyer, to reflect any changes arising from (i) any increase in cost of raw materials, and/or fluctuations in foreign exchange rates, in the range of +/-5% or more (ii) any alteration in or addition to Buyer's requirements; (iii) Buyer's instructions or lack of instructions; or (iv) any interruptions, delays, additional and/or overtime work in which Seller is not directly responsible.
2.3. Buyer shall pay 100% of the total price listed on the invoice within thirty (30) days following the date the Finished Goods is delivered or deemed delivered ("Shipment Date"). If payment is not received within thirty (30) days following the Shipment Date, Buyer shall pay late charges on such past due amounts at the rate of 2.5% per month or the maximum rate allowed by law, whichever is lower, accruing as of the Shipment Date up to the date of actual payment (before as well as after judgment). Buyer may not cancel any of the Finished Goods ordered by Buyer without the Seller's prior written consent.
3.1. Risk of loss and all responsibility for transportation, insurance and storage shall pass from Seller to Buyer upon Seller making the Finished Goods available to Buyer at Seller's plant or other designated location prior to loading by commercial carrier for shipment to Buyer's designated location (as the case may be), but full legal and equitable title and interest in all and any of such Finished Goods shall remain with Seller and shall not pass to Buyer until Seller receives payment in full of all amounts due and owing from Buyer to Seller for the time being (including any interest accruing and owing to Seller).
3.2. Seller shall package the Finished Goods in such manner as it deems reasonable. Seller will determine the method of transportation or carrier, unless Buyer specifies a method of transportation and carrier in writing at least thirty (30) days prior to the scheduled shipment date, provided Seller may make commercially reasonable changes thereto. In each case, claims for damages must be filed with the applicable carrier. Seller is not obligated to obtain insurance or to prepay transportation costs unless it has agreed in writing to be responsible for said costs. Buyer agrees to pay all loading, unloading, and other charges incidental to transportation. Buyer is responsible for all export and import authorisations. If Buyer fails to take delivery of the Finished Goods within seven (7) days after the Shipment Date, Seller may, but shall not be obliged to, store them at Buyer's expense. The risk of loss of or damage to the Finished Goods (other than loss or damage caused by the gross negligence or willful default of Seller or its employees or agents) shall pass to Buyer at the end of the seven (7) day period.
3.3. Packing materials must be returned to Seller in good condition within thirty (30) days of delivery, failing which Buyer will be charged for the items at market rate.
4. Excusable Delay
4.1. The Finished Goods covered by these Terms and Conditions are of special manufacture nature, such that the scheduled shipment date is only an estimate and shall not, under any circumstances, be binding on Seller. Without limiting the generality of the foregoing, Seller shall not be liable to Buyer for any damages, including but not limited to indirect, consequential or special damages, due to or arising from any failure to deliver Finished Goods by any specified date or error in fulfilling any Contract.
4.2. Seller reserves the right to make partial shipments, and unless otherwise specifically agreed, shipments shall be separately invoiced and paid for when due without regard to later shipments. Seller shall not be liable for any loss or damage as a result of any failure to perform or any delay in shipment, due to any cause beyond Seller's control, including but not limited to an act of God, an act of Buyer, production breakdowns, fire, theft, flood, war, sabotage, lockouts, trade disputes, slow-down, strike or other labor difficulty, riot, acts of terrorism, embargo, government act, regulation, rule ordinance or request or inability to obtain necessary labor, materials, manufacturing facilities or transportation ("Force Majeure"). In the event that any one or more deliveries pursuant to any Contract is suspended or delayed by reason of any of the foregoing events, Seller may, at its option, terminate the relevant Contract or delay delivery until such disabilities have ceased to exist and Buyer shall have no claims against the Seller.
5. Suitability and Acceptance
5.1 Notwithstanding acceptance by Seller of any Purchase Order from Buyer, Seller shall be deemed to have discharged its obligations for sale in accordance with the Purchase Order if the Finished Goods are delivered at a variation of +/- 10% in quantity.
5.2. Extensive care is taken during the manufacturing, quality examination, and packing of the Finished Goods. Before using any of the Finished Goods, Buyer shall determine, and be responsible for the suitability of the Finished Goods for Buyer's intended use by considering such factors as overall product design and the processing and environmental conditions to which the Finished Goods will be subjected.
5.3. Notice of rejection by the Buyer must be in writing and identify all non-conformities upon which Buyer seeks to rely to support such rejection. Buyer must retain any rejected Finished Goods and await Seller's instructions with regard to their return. The Seller shall be notified in writing within seven (7) days upon the Shipment Date of any non-conformity failing which the Finished Goods shall be deemed satisfactory/fit for purpose. For the avoidance of doubt, Seller shall not be responsible for normal wear and tear of the Finished Goods or any non-conformity or defect in the Finished Goods that (i) are created or suffered after the Finished Goods are delivered by Seller, including any non-conformity or defect resulting from Buyer's negligence, improper handling (appropriate care must be rendered based on the nature of base material of the Finished Goods), maintenance or failure to properly use, maintain or store the Finished Goods; or (ii) result from modifications to the Finished Goods by Buyer.
5.4. Any Finished Goods which are rejected and/or defective shall be subject to a third party surveyor, to be appointed by the Seller at its discretion. If a surveyor is appointed, inspection shall be conducted/carried out at the place of manufacture (or such other place as the Seller may determine) and shall be final.
5.5. Notwithstanding anything contained in these Terms and Conditions or in any Contract, the Seller's aggregate liability to the Buyer for all matters arising under or in connection with the Contract and/or the Finished Goods, whether in contract, tort (including negligence), indemnity, warranty (except only warranty as to title) or representation shall be limited to 50% of the total payments to Seller for the relevant products.
6. Proprietary Rights
6.1 Unless otherwise agreed to in writing, all supplies, materials, tools, equipment, specifications, drawings, blueprints, dies, artwork, sketches, plates, stones, blocks, engravings, data and property of every description furnished shall remain the property of the Seller. Except for manufacturing specifications provided by the Buyer, all copyright, patent, trade secret and other proprietary and intellectual property rights in the Finished Goods (together, the "Intellectual Property Rights"), and information which the Seller may provide to the Buyer or its agents in relation to the Equipment, shall (as between the parties) at all times remain vested in the Seller, and the Buyer shall not acquire any intellectual property rights or licence relating to the Finished Goods and may not copy or imitate the Finished Goods.
6.2. Nothing contained in these Terms and Conditions shall convey or deem to convey to the Buyer, any title or ownership to the Intellectual Property Rights of any software or hardware relating to the Equipment to the Buyer.
7. Warranties and Exclusions
7.1 Seller hereby excludes all other warranties, whether expressed or implied by operation of law, course of dealing, trade usage, representation, statement or otherwise, including but not limited to, any implied warranties of satisfactory quality, condition, description, merchantability, fitness for a particular purpose or infringement of intellectual property rights. Seller shall have no liability in respect of (i) any defect in the Finished Goods arising from specifications or materials supplied to Buyer including the corrosion, pitting, erosion and/or chemical or electrolytic action; (ii) fair wear and tear; (iii) wilful damage or negligence of Buyer or its employees, customers or agents; (iv) abnormal working conditions at Buyer's premises; (v) failure to follow Seller's instructions (whether oral or in writing); (vi) misuse or alteration or repair of the Finished Goods without Seller's approval; or (vii) if the total price for the Finished Goods has not been paid.
7.2. Seller also excludes all other obligations and liabilities in connection with the sale of the Finished Goods. Seller shall not under any circumstance be liable to anyone, whether in contract, under statute, tort (including negligence or breach of statutory duty) or howsoever otherwise arising and whatever the cause thereof, for loss of profit, loss of revenue, loss of use, loss of data, loss of power, loss of production, costs of capital, costs of replacement, any economic or financial loss, or for any indirect, special or consequential loss or damage of any nature or kind, even if the first-mentioned party has been advised of the possibility of such losses, damages or liabilities, including without limitation any losses or damages resulting from wasted expenditure, increased cost of operation, damage or loss of other property or equipment, injury to persons, or claims of customers of the Buyer arising out of, or in connection with, the use of or inability to use the Finished Goods for any purpose. In addition, the Seller shall not be liable for any claims, losses, damages, costs or expenses arising from claims of third parties for injury, death or property damages suffered as a result of, or in connection with, the use of the Equipment. In no event shall Seller be liable for the cost of procurement of substitute goods. Seller's maximum liability under each contract for any reason whatsoever shall not exceed 50% of the total payments to Seller for the relevant products.
7.3. All representations, conditions and/or warranties whether expressed or implied and whether statutory or otherwise and any other agreements not herein written are hereby expressly excluded and no modification or variation of any Contract shall bind the parties hereto either of them, unless such modification shall be in writing signed by the parties hereto or their duly authorized agents or representatives.
8.1 In the event of death, bankruptcy, liquidation, suspension of payment, or the making of any agreement with creditors on the part of the Buyer, or of any late payments by the Buyer for any delivery tendered hereunder, or any failure by the Buyer to make any payment, or to meet any obligation under this or any other contract or obligation to Seller, or if the Buyer rejects any delivery, or should a receiver be appointed in respect of the Buyer's business or affairs (or part thereof), Seller may at its option (i) terminate all Contracts to supply the Finished Goods; or (ii) suspend any delivery/deliveries of Finished Goods; or (iii) continue delivery of the Finished Goods. Seller also reserves the right to recover any losses, damages, costs and expenses consequent upon such cancellation or suspension.
8.2. The Seller shall be entitled to exercise its rights of termination or suspension at any time during which the event or default giving rise thereto shall not have ceased or been remedied. In the event of any such suspension, the Seller shall be entitled to require, as a condition of resuming performance under the Contract, the prepayment by the Buyer of, or the provision by the Buyer of such security as it may stipulate for, the payment of any sum or sums due or to become due to it.
8.3. On termination of any Contract for any reason, the Seller shall be discharged from any further liability to perform under the Contract and the Buyer shall pay the Seller on demand for all Finished Goods supplied by the Seller to the Buyer prior to termination and/or the remaining unpaid balance of the contract price, pro-rated according to the percentage of work completed by the Seller at the date of termination of the relevant Contract.
9.1 Buyer shall defend, indemnify and hold harmless Seller, its officers, directors, agents, employees, successors and assigns from any and all claims, demands, costs, fines, penalties, fees, losses or expenses including legal fees or judgments resulting from any claim made or action brought as a result of (a) the use, storage, sale, processing, or other disposition of the Finished Goods sold hereunder, or the action or inaction of Buyer or its employees, customers, or agents which may cause injuries or damage giving rise to claims against Seller, or (b) any alleged infringement of any intellectual property when the claim arises out of Finished Goods manufactured with materials supplied by, or to specifications provided by, Buyer, or where the alleged infringement arises out of Buyer's use of the Finished Goods or incorporation of the Finished Goods into, or integration of the Finished Goods with any product, equipment, device or software not provided by Seller.
10.1 The Buyer shall treat as confidential all technical or creative know-how, information, samples, models, designs or drawings relating to the Finished Goods or their development or creation which the Seller may make available to it (the "Confidential Information") and shall not without the prior written consent of the Seller:
- exploit any part of the Confidential Information save as is reasonably necessary to enable it to use or market the Finished Goods; or
- disclose (save as requested by a court of law) any part of the Confidential Information other than to its employees or customers who need to know the Confidential Information for the purpose of using or marketing the Finished Goods provided that (i) such person is made aware prior to disclosure of the proprietary and confidential nature of the Confidential Information; and (ii) such person owes an express duty of confidence to the Buyer.
11.1 The Buyer shall not be entitled to assign its rights or transfer its obligations under any Contract, in whole or in part, without the prior written consent of the Seller.
11.2 Notwithstanding anything in any Contract, the Seller shall be entitled to carry out its obligations under the Contract through any agents or sub-contractors appointed by it in its absolute discretion for the said purpose.
12. Rights of Third Parties
12.1 A person who is not party to any Contract governed by these Terms and Conditions has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any of its terms.
13. Rights of Third Parties
13.1 Each Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with Singapore law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of Singapore.