1. DEFINITION OF TERMS
(a) “Conditions” means the standard terms and conditions of sale as stipulated by the seller in this standards terms and conditions of sale.
(b) “Contract of sale” means the contract of sale entered into between the seller and buyer for the sale and purchase of goods and/or services.
(c) “Buyer” means an individual person trading as a proprietor or a firm trading as a partnership or a corporation, who agrees to purchase from the seller goods and/or services based on the seller’s standard terms and conditions.
(d) “Seller” shall mean FILTEC PTE LTD (ACRA No. 199905184W ) of 14 Ang Mo Kio Street 63 Singapore 569116 and 35 Defu Lane 9 Singapore 539275 and shall also include its’ authorized agents or sub-contractors as the case may be.
(e) “Communication” shall mean written communications from the buyer to the seller’s designated emails and facsimile numbers and shall for all intents and purposes exclude any form of verbal communications unless such verbal communications are subsequently reduced into writing and approved by the seller.
(f) “Return policy” shall mean the return of goods and/or rescission of services.
2. BINDING CONTRACT
(a) A contract between the buyer and seller shall immediately be binding when the buyer accepts the seller’s written quotation by either endorsing the quotation or by emailing or faxing to the seller the buyer’s Purchase Order.
(b) The buyer who had accepted the seller’s written quotation shall be deemed to have accepted in full all the seller’s standard terms and conditions and is therefore bound to pay to the seller the amount contracted.
(c) In the event the buyer intends to alter or amend the terms of the contract or any of the seller’s standard terms and conditions then such alterations and/or amendments shall be communicated to the seller in writing and shall only become terms of the contract if accepted by the seller in writing. The discretion shall lie on the decision of the seller solely. In the event written requests by the buyer for alterations or amendments, made after the contract had already been entered into, are not accepted by the seller then the original terms of the contract for sale and purchase shall continue to be binding and enforceable.
(d) All product pricing, description, and available information provided by the seller, in any form, is the exclusive property of seller and the Seller hereby grants the customer a limited, non-exclusive, non-transferable license to use the information for the customer's internal use and only for purposes of the customer's sale and purchase of products sold by the Seller.
3. PRICE AND VALIDITY OF QUOTED PRICE
(a) Unless otherwise agreed the price shall be in the Singapore Dollars (SGD). In the event the quotation is in any other currency then the seller reserves’ it’s rights to inform the buyer of the final price at any time before delivery taking into consideration the currency exchange rate fluctuations.
(b) Seller reserves the rights to supply any interchangeable parts at new current price without prior notice. Furthermore, seller also reserves the rights to apply new price if there is any price revision
(c) For avoidance of doubt the price quoted includes the goods and services tax (GST) at the prevailing rates in Singapore, but shall exclude:-
(i) Additional freight charges;
(ii) Tax / duties; and
(iii) Inspection costs.
(d) Prices quoted by the seller shall remain valid for 30 days from the date the quotation was rendered.
Delivery shall be based on the place of delivery agreed by the seller in writing. Delivery dates of goods stated in the Contract is approximate only and subject to change. Seller shall inform the buyer on changes at any time before delivery.
In the event the following situations, including but not limited to the following arise:-
(a) Civil disturbance;
(b) Terrorism attack and fire explosion;
(c) Act of stopping import and export by government and authorities;
(d) Natural disaster, flood, typhoon and so on;
(e) Any cause or circumstance beyond the seller’s reasonable control.
The seller shall not be held liable for goods that do conform to that ordered and failure to deliver the goods on the stipulated delivery date.
The seller further reserves the rights to deliver goods in installments.
If seller delivers partially, each delivery shall be considered to be a separate contract. Any additional expenses incurred to change of delivery as per agreed by the seller and buyer shall be added in the quoted price.
Goods that are ready for shipment shall be allowed to be delayed beyond the delivery date if it is supported in writing by the seller.
Unshipped goods can only be stored by the seller for a maximum period of 3 months. Beyond 3 months the seller reserves the right to charge for additional storage and handling fee.
If for any reason the customer in an international shipping situation fails, refuses or neglects to take delivery of the goods stipulated in the contract or ports the seller reserves the right to sell or deal with the goods in a way that the seller thinks fit and proper and the buyer shall be liable the seller the additional charges (including freight cost, storage, insurance and so on) caused by the failure, refusal or neglect to take delivery of the goods.
Payment terms are based on the written contract terms agreed between the buyer and seller. The seller is authorized to invoice the buyer the price of goods on or after delivery of Goods unless otherwise stipulated. The buyer shall pay the agreed price within the time specified in the contract and no debit memo shall be allowed.
6. MODE OF PAYMENT
6.1 Where no time period is specified in the contract payment shall be cash on delivery unless otherwise agreed by the seller in writing and receipts shall be issued only upon request.
6.2 The seller also reserves its rights to request for advance payment before acting on the orders made by the buyer.
6.3 The seller further reserves its right to request for a deposit up to 30% of the total value specified in the contract before acting on the orders and to further demand for full payment when the goods are complete and before shipment. If seller delivers partially, each installment shall be considered to be a separate shipment and each payment shall be made without regards to the deposit amount, unless otherwise agreed in writing by the seller. Therefore the Deposit amount shall be deducted on the last shipment amount.
6.4 Whenever the seller exercises its discretion to grant the buyer credit terms then the seller shall set out the terms in writing to the buyer.
6.5 In the event that the buyer fails to make payment on the due date as specified in the contract or as agreed in writing, the seller reserves the right to take the following actions:-
a) Cancellation /Suspension of Delivery
b) Deposit given by the seller as per contract shall be forfeited and no refunds shall be made.
c) Refer case to debt collection provider or legal case to Lawyer. Buyer shall pay any and all reasonable costs, including attorneys’ fees, incurred by seller while collecting any delinquent balance. Such shall be governed by Singapore Law.
6.6 Other methods of International Payment terms shall be accepted by the buyer in writing and the seller reserves its right to amend any conditions specified in the contract. Furthermore, the seller has the right to refuse any contract if conflicting clauses are highlighted.
6.7 All payments that are past the due date are subject to finance charge of 1.5% per month.
7.1 Any orders given by the buyer shall be considered valid only when the seller accepts the orders and acknowledge it in writing.
7.2 It shall be the obligation of the buyer to notify the seller on any amendments or errors stated in the contract and any revision must be made within 24 hours from the seller’s receipt of the contract.
7.3 The buyer shall be responsible for all the additional costs, expenses or inconveniences incurred from the inaccuracy of the order given. Therefore the seller shall not be held responsible.
7.4 Specifications in the contract should be in accordance to the official quotation, except with seller’s written consent. The buyer shall be liable and assure that all specifications, information, illustration requested by or provided to the seller are accurate and appropriate. Any typographical errors in writing issued by the seller are subject for revisions and shall not be held responsible. The seller reserves the right to make any modifications on goods on or upon Delivery of the goods which is applicable to the requirement of the buyer and substantially equivalent of the goods.
7.5 The seller reserves the right to terminate orders in including but not limited to following conditions:-
(a) There are overdue payment owing by the buyer to seller;
(b) Buyer is in bankruptcy or winding up;
(c) Any other circumstances that causes the buyer’s financial status to be unstable and payment to the seller placed in doubt in the seller’s view.
8. CANCELLATION OF CONTRACT
8.1 The buyer is not allowed to terminate / suspend the contract unless approved by the seller in writing.
8.2 In the event that the contract is cancelled prior to shipment, the stipulated cancellation charge Minimum 30%, subject to change on a case to case basis upon written notice being given to the customer within 7 days shall be borne by the buyer. If the buyer cancels the orders after the deposit had been paid then the deposit shall be forfeited.
8.3 In the event the buyer terminates the contract without giving prior notice to the seller and refuses to pay the stipulated cancellation charge then it shall be considered as breach of contract on the part of the buyer and the seller is entitled to commence any legal actions as it deems fit and proper.
9. ACCEPTANCE AND RETURNS OF GOODS
9.1 The buyer shall be deemed to have accepted the goods within 7 days from the date of receipt of the goods and after they had inspected the goods.
9.2 The goods are deemed to be of satisfactory condition i.e. without any damage, shipment errors, discrepancy or non-conforming unless otherwise stated.
9.3 Subsequent to acceptance, the buyer has no right to amend, cancel or return the goods unless otherwise agreed in writing by the seller. It is incumbent on the buyer to duly inform the seller in details of any discrepancy with supporting evidence and documentation within 7 days of the inspection. No goods shall be returned without the seller’s consent in writing. The seller reserves the right to inspect and investigate the nonconforming goods.
9.4 In the event that the evidence indicates that there are such nonconformance then the seller is responsible to replace, repair or give a credit note to the buyer and the buyer shall duly return the goods to the seller.
9.5 Goods rejected and to be returned to the seller must fulfill the following conditions:-
a) Goods must be in its original packaging with all original parts; and
b) Goods must not have been used, tampered, installed or reconditioned.
10.1 The seller shall not be liable for any nonconformance and loss if it arises from:-
a) Inaccurate specifications, information and illustrations given by the buyer;
b) Improper application of the goods; and
c) Failure to comply with the instructions and recommendations specified by the seller.
The seller’s business information, contract, interest, contract, pricing, goods’ specifications and any other information which is disclosed by the seller to the buyer is deemed to be highly confidential. The buyer shall not release such information to any third party except when permitted to do so by the seller or where it is already of public knowledge. The buyer hereby agrees to retain and utilize such information strictly for the purposes of the contract and not to disclose to any other parties.
No waiver of any terms and conditions in writing shall be considered to affect any provisions hereof.
The conditions comprised the complete and exclusive agreement between the seller and buyer. Conditions may be modified and altered as agreed in writing by both parties. All transactions rendered shall be administered in accordance by the conditions as stated hereof.
14. LAW & JURISDICTION
For avoidance of doubt the contract shall always be governed and construed under the Law and Jurisdiction of the Republic of Singapore.