Terms and Conditions - Trading / B2B

                                                                         

Standard Terms and Conditions

1.              APPLICATION OF THESE TERMS AND CONDITIONS

 

1.1           These Terms and Conditions (T&Cs) shall apply to and govern the sale and purchase of the goods and/or services described in the quotation to which these T&Cs are attached or incorporated (the "Quotation").

 

1.2           The party issuing the Quotation shall be referred to as the “Seller” and the party to whom the Quotation is addressed and who purchases the goods and/or services described therein shall be referred to as the “Buyer”. In these T&Cs, “Goods” means the goods described in the Quotation.

 

1.3           By accepting the Quotation, issuing a purchase order in response to the Quotation, accepting delivery of the Goods, making payment, or otherwise proceeding with the transaction contemplated by the Quotation, the Buyer agrees to be bound by these T&Cs. The Seller and the Buyer shall each be bound by, and the transaction contemplated under the Quotation shall be governed exclusively by these T&Cs.

 

1.4           These T&Cs shall prevail over any terms or conditions contained in or referenced by any purchase order, procurement portal, acknowledgement, correspondence, specification or other document issued by the Buyer. Any such terms or conditions that are inconsistent with, additional to, or different from these T&Cs are expressly rejected and shall be of no force or effect unless expressly agreed to in writing by an authorised representative of the Seller.

 

2.              SALE OF GOODS

 

2.1.          The sale and purchase under these T&Cs are non-exclusive. The Seller may sell the Goods to other parties, including competitors of the Buyer, in the country where the Buyer operates and in any other jurisdiction. Nothing in these T&Cs restricts the Seller from conducting sales or other business with third parties.

 

2.2.          The Buyer shall not resell, transfer, supply, distribute or otherwise make available the Goods, directly or indirectly, to any person or entity located in, incorporated in, or operating from a country or territory subject to applicable trade sanctions or embargoes. The Buyer shall further not resell, transfer, supply, distribute or otherwise make available the Goods within Singapore without the Seller’s prior written consent. The Buyer shall ensure obligations set out in this clause are complied with throughout the distribution chain and shall procure that its customers and end users comply with the same restrictions. The Buyer shall indemnify and hold harmless the Seller from and against any losses, damages, liabilities, penalties, fines, costs and expenses arising out of or in connection with any breach of this clause.

 

2.3.          The Buyer shall be solely responsible for obtaining, maintaining and complying with all necessary licenses, permits, authorisations, registrations and other approvals required under the applicable laws, regulations or governmental requirements in connection with the importation, distribution, marketing, resale and sale of the Goods in any jurisdiction. The Buyer further undertakes that it shall be solely responsible for ensuring that the Goods, including their specifications, ingredients, labelling, packaging and any other product attributes, are permitted for sale and comply with all applicable laws and regulations in each jurisdiction where the Goods are resold or otherwise supplied.

 

3.              ORDERS

 

3.1.          The Buyer may submit a written order for the Goods to the Seller in the form and following the procedure specified by the Seller (an “Order”). Each order constitutes an offer by the Buyer to purchase the specified Goods on the terms of these T&Cs.

 

3.2.          The Seller may accept or reject an Order at its discretion. An Order shall not be binding on the Seller, and no obligation to supply any Goods shall arise, until the occurrence of an “Order Acknowledgment”. For the purposes of this Agreement, an “Order Acknowledgment” shall be deemed to have occurred upon the earlier of:

(a)            the Buyer’s written acceptance or endorsement of the Seller’s quotation; or

(b)            the Seller’s written acceptance of the Buyer’s purchase order; or

(c)            the Seller commencing processing, procurement or preparation of the Goods in relation to the Order.

 

Upon an Order Acknowledgement, the Seller shall be entitled to proceed with fulfilment of the Order. For the avoidance of doubt, no separate written confirmation or document issued by the Seller shall be required to constitute an Order Acknowledgment.

 

3.3.          Any terms and conditions of the Buyer included or referred to in the Order, or any proposed variation to these T&Cs set out in the Order (or any other communication, oral or written), will not be binding on the Seller unless it is agreed by the Seller in writing.

 

3.4.          The Buyer acknowledges and agrees that the Goods are sold on an ‘as is’ basis. This includes acceptance of the condition of the Goods and their expiry dates. The Buyer agrees that, in submitting an Order, it has not relied on any representations or statements by the Seller and/or any other third party other than those expressly set out in these T&Cs.

 

3.5.          Once an Order Acknowledgment is issued by the Seller, the Order may not be cancelled by the Buyer unless the Seller agrees in writing. Any such cancellation shall be subject to the Seller’s discretion and may be conditional on the Buyer paying a cancellation charge or fee as determined by the Seller.

 

3.6.          Notwithstanding any Order Acknowledgment or any other provision of these T&Cs, the Seller may, at any time and without liability, suspend, reduce, defer or cancel any accepted Order, in whole or in part, if the Seller is required to retain, withdraw, redirect or reallocate the relevant Goods to comply with any binding instruction, direction or requirement issued by a competent authority or by a third party for whom the Seller holds or manages such Goods. The Seller will notify the Buyer as soon as reasonably practicable of the affected Order. The Seller’s sole obligation shall be to refund any prepaid amounts received for the undelivered portion of the Goods, and / or replace with alternatives as mutually agreed. The Seller shall have no further liability arising from such suspension, reduction, deferral or cancellation. For the avoidance of doubt, the Seller shall not be required to disclose the identity of any such third-party principal or the details of any such instruction, direction or requirement.

 

4.              INSPECTION, ACCEPTANCE AND RISK

 

4.1.          The Buyer shall inspect the Goods immediately upon delivery for quantity, visible damage and conformity with the Order. Any claim for shortage, visible damage or non-conformity must be notified to the Seller in writing, with reasonable supporting evidence, within 7 calendar days of delivery. Any visible shortage or damage shall, where practicable, be recorded on the delivery note at the time of delivery. If the Buyer fails to notify the Seller of any such claim within the prescribed period, the Goods shall be deemed accepted by the Buyer and the Buyer shall be deemed to have waived any claim relating to quantity, visible damage or non-conformity that would reasonably have been discoverable upon inspection.

 

4.2.          Risk in the Goods shall pass to the Buyer upon delivery of the Goods to the delivery location specified by the Buyer. Title and ownership of the Goods shall remain with the Seller until the Seller has received full payment in cleared funds for the Goods. Until title passes, the Buyer shall hold the Goods as bailee for the Seller and shall keep the Goods separately stored and clearly identified as the Seller's property.

 

4.3.          Where the Seller accepts that a valid claim has been made, the Buyer's sole remedy and the Seller's sole obligation shall be, at the Seller's option, to replace the affected Goods or credit/refund the price paid for the affected Goods. The Seller shall have no further liability in respect of such Goods. 

 

5.              PRICE & PAYMENT TERM

5.1.          The Prices payable by the Buyer in respect of any Order for the Goods shall be those set out in the Quotation or the applicable Order Acknowledgment, as may be issued by the Seller from time to time. In the event of any inconsistency between the Quotation and the Order Acknowledgment, the Order Acknowledgment shall prevail. 

 

5.2.          All Prices are exclusive of Goods and Services Tax (GST), Value-Added Tax (VAT) and any other applicable taxes and duties, which will be added to the Prices and itemised separately on the invoices, at the prevailing rates. Payment shall be made in the currency indicated in the Order Acknowledgement.

5.3.          The Buyer shall pay all invoices:

(a)            in full without deduction or set-off, by cleared funds in accordance with the agreed credit / payment term specified in the Quotation; and

(b)            to the bank account nominated by the Seller and any applicable transactions fees shall be borne by the Buyer.

 

5.4.          Acceptance by the Seller of less than full payment shall not be a waiver of any of its rights hereunder.

6.              LIMITATION OF LIABILITY

 

6.1.          Except as expressly stated in these T&Cs, all warranties and conditions whether expressed or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.

 

6.2.          The Seller’s total aggregate liability under or in connection with these T&Cs, whether arising in tort (including negligence), contract or in any other manner will not exceed the amount of the Order giving rise to such liability.

 

6.3.          The Seller shall, in no circumstances, have liability to the Buyer for any loss of profits or revenues, loss of contract or business opportunities, loss of production, loss of anticipated savings, loss of reputation, loss of goodwill or any indirect, special, consequential, incidental, punitive or exemplary damages. The foregoing limitations of liability shall be effective without regard to the Seller’s acts or omissions or negligence or strict liability in the performance or non-performance hereunder.

 

7.              CONFIDENTIALITY

 

7.1.          Each Party undertakes that it will keep any information that is confidential in nature concerning the other Party and its affiliates including, without limitation, any details of its business, affairs, customers, clients, suppliers, plans or strategy (collectively, “Confidential Information”) confidential and that it will not use or disclose the other Party's Confidential Information to any person, except as permitted by Clause 7.2.

 

7.2.          A Party may:

(a)            disclose any Confidential Information to any of its employees, officers, representatives or advisers (collectively, “Representatives”) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under these T&Cs, provided that such Party must ensure that each of its Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this Clause 7 as if it were a Party;

(b)            disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority or any other authority of competent jurisdiction to be disclosed; and

(c)            use Confidential Information only to perform any obligations under these T&Cs.

 

7.3.          Each Party recognises that any breach or threatened breach of this Clause 7 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the Parties agree that the non-defaulting Party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

 

7.4.          The Parties acknowledge that the existence and terms of these T&Cs are confidential and that written approval shall be obtained from the other Party if a Party wishes to make any disclosure relating to the existence and/or terms of these T&Cs.

7.5.          The confidentiality obligations under this Clause 7 shall survive the termination of the relevant Order in respect of a Quotation.

8.              TERMINATION

 

8.1.          These T&Cs shall apply to each Quotation issued by the Seller and any Order accepted by the Seller in connection with such Quotation. The contractual relationship in respect of each such Quotation shall commence upon acceptance or confirmation of the Quotation (or issuance of an Order Acknowledgment by the Seller, as applicable) and shall continue until all obligations relating to that Quotation and any corresponding Order have been fully performed and discharged, except for any provisions which are expressly or by implication intended to survive termination or completion.

8.2.          Notwithstanding Clause 8.1, either Party may terminate the relevant Order in respect of a Quotation by written notice to the other Party if:

(a)            the other Party commits a material breach of these T&Cs and such breach is not remediable or, if capable of remedy, is not remedied within 14 days of receipt of written notice requiring remedy;

(b)            the other Party commits repeated breaches of these T&Cs which, taken together, reasonably demonstrate an inability or unwillingness to comply with its obligations;

(c)            the other Party enters into liquidation, administration, receivership or bankruptcy, becomes insolvent, ceases or threatens to cease carrying on business, or takes or suffers any analogous action in any jurisdiction; or

(d)            the Buyer fails to pay any amount due under the relevant Quotation or Order by the due date and such amount remains unpaid for 7 days after written notice from the Seller requiring payment.

 

8.3.          The Seller may suspend performance immediately upon any payment default or material breach. Termination is without prejudice to any other rights or remedies available to either Party.

9.              NOTICES

9.1.          Any notice given by a Party will:

(a)            be in writing and in English;

(b)            be signed by, or on behalf of, the Party giving it or, in the case of email, contain appropriate information identifying the sender; and

(c)            be sent to the relevant Party at the address and/or email address set out in the Quotation.

 

9.2.      A Party may notify the other Party of any new address to which any subsequent notices shall be sent, by giving at least 7 days’ prior written notice to the other Party.

 

9.3.      Notices may be given, and are deemed received:

(a)            by hand: on receipt of a signature at the time of delivery;

(b)            by pre-paid post: at 9.00 a.m. on the second working day after posting; or

(c)            by email: 24 hours from delivery if sent to the correct email address and no notice of delivery failure is received.

 

9.4.      All references to time are to the local time at the place of deemed receipt.

 

9.5.      This Clause 9 does not apply to notice given in legal proceedings, arbitration or other dispute resolution proceedings where such notice must comply with the applicable civil procedure requirements for delivery.

 

10.           APPLICABLE LAW AND DISPUTE RESOLUTION

 

10.1.       These T&Cs and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Singapore. The Parties agree that the terms of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.

 

10.2.       The courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these T&Cs.

 

11.           FORCE MAJEURE

11.1.       A Party will not be liable for the delay in or prevented from performing its obligations due to Force Majeure, provided that it:

(a)            promptly notifies the other of the Force Majeure event and its expected duration; and

(b)            uses reasonable endeavours to minimise the effects of that event.

 

11.2.     If, due to Force Majeure, a Party (i) is or will be unable to perform a material obligation; or (ii) is delayed in or prevented from performing its obligations for a continuous period exceeding 60 days, then the other Party may terminate the relevant Order in respect of a Quotation on immediate written notice.

 

11.3.     For the duration of a Force Majeure event affecting a Party, the obligations of the other Party will be suspended for the corresponding period of time.

 

11.4.     For the purposes of these T&Cs, “Force Majeure” means an event or sequence of events beyond a Party’s reasonable control preventing or delaying it from performing its obligations under the relevant Order, including any act, direction, order, requisition, restriction, or requirement of any government or governmental authority affecting the availability, allocation, delivery or sale of the Goods. An inability to pay shall not constitute a Force Majeure event.

12.           GIFTS, INDUCEMENTS OR REWARDS

 

12.1.     In performing its duties and obligations, each Party shall:

(a)        comply with all applicable anti-bribery and anti-corruption laws and regulations;

(b)        not offer any bribe or facilitation payment to any public official or any other person; and

(c)        not do anything that may cause the other Party or any of its affiliates to breach any anti-bribery or anti-corruption law.

 

12.2      Notwithstanding any provision to the contrary in these T&Cs, the non-defaulting Party may immediately terminate the relevant Order in respect of a Quotation without liability in the event the defaulting Party breaches or appears to have breached this Clause.

 

13.           GENERAL

 

13.1.       No partnership or agency. The Parties are independent of each other and are not partners, principal and agent or employer and employee and, save as expressly stated otherwise, these T&Cs do not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither Parties will have, nor will represent that it has, any authority to make any commitments on the other Party’s behalf.

 

13.2.       Assignment and subcontracting. Neither Party may assign, transfer, mortgage, charge, declare a trust over, or otherwise deal with any or all of its rights under these T&Cs (each an assignment) without the prior written consent of the other Party. Any purported assignment made without such consent shall be null and void. Notwithstanding the foregoing, the Seller may, without the Buyer’s consent, assign or sub-contract any of its obligations under these T&Cs to its affiliates. The Seller shall remain fully responsible for the performance of its obligations under these T&Cs and the relevant Order in respect of a Quotation.  

 

13.3.       Entire agreement. These T&Cs constitute the entire agreement between the Parties and supersedes all prior agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party acknowledges that it has not relied on any representation or warranty not expressly set out in these T&Cs or any documents entered into pursuant to them, and agrees that it shall have no claim or remedy in respect of any such representation or warranty, except in the case of fraudulent misrepresentation.

 

13.4.       Severance. If any provision of these T&Cs (or part of any provision) is or becomes illegal, invalid or unenforceable; the legality, validity and enforceability of any other provision of these T&Cs will not be affected.

 

13.5.       Waiver. (a) A waiver of any right or remedy under these T&Cs or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. (b) A failure or delay by a Party to exercise any right or remedy provided under these T&Cs or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these T&Cs or by law shall prevent or restrict the further exercise of that or any other right or remedy.

 

13.6.       Third party rights. Except as expressly provided in these T&Cs, a person or entity who is not a party to these T&Cs has no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of these T&Cs