ELMICH PTE LTD
Terms and Conditions of Contract
AGREEMENT: By entering into a Customer order or requesting a quote, the Customer confirms that the following terms and conditions of sale are binding on them, and that no changes or additional or different terms will apply unless the Customer has entered into a different written contract for these purchases with ELMICH PTE LTD (“Elmich”). The Customer acknowledges that no employee or agent of Elmich has any right to make any representation, warranty or promise in relation to the Goods or the sale of the Goods other than as contained in these terms.
PRICES AND TAXES: Unless otherwise stated in writing, prices are as quoted by Elmich and on an Ex Works (EXW) basis. Except as specifically provided in a quotation, all prices are applicable for a period of 30 days from the date of the quotation, after which period the quotation is subject to change and Elmich will not be bound to accept any orders made after the 30 day period.. Prices do not include GST or other taxes and the Customer shall be liable for such taxes whether or not shown on the invoice.
Payments are to be made to Elmich without any deduction or discount other than as stated in these terms/quotations or in the relevant invoice or statement. Unless otherwise agreed to in writing by Elmich, all Customers are required to pay in full (in the form of T/T, LC & Cashier’s Order) against the order placed prior to shipment or delivery of goods. All payments shall be in Singapore Dollars unless otherwise agreed to by Elmich.
If a Customer is an Elmich credit account holder (excluding export customers), then such Customer agrees to pay invoices within 30 days from our invoice date, or upon such other terms approved by Elmich in writing. Elmich however reserves the right to require any credit account holder to make full or partial payment prior to manufacture shipment or delivery of the goods. If any Customer fails to make any payment when the same falls due, (1) Elmich reserves the right to suspend performance and (2) the Customer agrees to pay interest on the amount due at the rate of 1 ½ % per month (18% per year) or the maximum lawful rate, whichever is lesser, payable from the date that the payment was due till the date of full payment. In the event of non-payment, the Customer agrees to pay us legal fees and costs on a full indemnity basis, if any, incurred by Elmich in claiming the payment and interest owed.
RISK AND OWNERSHIP:
The risk of damage to or loss of Goods will pass to the Customer when the Goods are shipped or delivered to a freight forwarder under the Incoterm terms as agreed and stated on the quotation. Legal title to the Goods shall not pass to the Customer until Elmich has received in full (in cash or cleared funds) all sums due from the Customer to Elmich on any account whatsoever.
Until legal title passes to the Customer, the Customer must hold the Goods as the Company’s bailee. If payment is not received in full by the due date, or the Customer passes a resolution for winding up or a court shall make an order to that effect, or a receiver is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, Elmich shall be entitled, without previous notice, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer, and Customer shall be irrevocably deemed to have consented to such entry.
Once the Customer`s order is paid and confirmed as ready for delivery by Elmich, Customer is to take delivery of the Goods alternatively give firm instructions for delivery to Elmich within 3 months failing which Elmich shall be entitled to charge storage/warehousing costs in full to the Customer at the costs suffered by Elmich; a written notice of such costs shall be binding on the Customer in all respects and shall not be disputed. On a totally without prejudice basis, Elmich may extend the said period of 3 months at its sole and absolute discretion.
QUOTATIONS: Our quotation by e-mail or other communication expires thirty (30) days from the date of the quotation and shall not be capable of acceptance thereafter. This time limit applies even if Customer uses our quote to submit for a job or project bid to their customers.
ORDER CANCELLATION, RETURN OF PRODUCTS AND SHIPMENT SHORTAGE:
The Customer may not cancel orders once accepted by Elmich. Elmich may allow an order to be cancelled at its sole and absolute discretion, subject to Elmich recovering from the Customer all costs and expenses incurred by Elmich. If only part of an order is cancelled with Elmich`s consent, Elmich may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched prior to cancellation compared to the quantity ordered.
Requests for return of products must first be secured from Elmich in writing. Products returned without permission sought will not be accepted. Return of Product Requests showing shipper or invoice number, date, quantities of items and item number will be acted upon promptly. All Return of Product Authorizations are conditional and are not final until the product is received and inspected by Elmich. Credit will be issued at the original price charged less handling and transportation charges, where applicable. Returns may be subject to a minimum 25% restocking charge at Elmich`s sole and absolute discretion.
All claims for shortages must be reported to Elmich in writing within 72 hours of receipt of product.
The Customer shall, as and when requested by Elmich provide all necessary instructions, information, specifications, and access to personnel which may from time to time be required to enable Elmich to meet its obligations under this Agreement.
The Customer shall ensure that all specifications selected by them are accurate for their purposes. Elmich will not be responsible for goods fabricated in accordance to erroneous specifications provided and makes no warranty that any Goods ordered by the Customer are fit for their intended purpose.
INTERPRETATION RESPONSIBILITY: When plans and specifications are involved, Customer is responsible to verify our interpretations of them. When substitutes are offered by us on any proposal, Customer is responsible for their acceptability.
DELIVERY: Factory shipping dates and/or delivery dates given in advance of actual shipment are approximate and not guaranteed. Elmich will not be liable in any way for late delivery of goods to the Customer.
Elmich shall use all reasonable endeavours to deliver the goods to the Customer within the scheduled delivery date as set out in Elmich’s order subject to Customer giving Elmich adequate lead time to deliver the goods.
Delivery shall be on Ex Works basis unless otherwise agreed in writing by Elmich. The Customer shall bear all risk of damage or loss to the goods after it is shipped.
Upon taking delivery of the goods, the Customer shall inspect the goods and inform Elmich by written notification of any damage or defect within seventy-two (72) hours of taking delivery. If the Customer does not give any such written notification within the aforesaid stipulated time, the Customer shall be deemed to have accepted the goods. If the Customer gives written notification of damage or defect within the aforesaid stipulated time, it shall return the goods to Elmich within seven (7) days of the written notification if requested by Elmich.
FORCE MAJEURE: We will have no liability if our performance is delayed or prevented by causes beyond our reasonable control, including, but not limited to, acts of God, acts of nature, labor disputes, government restrictions or regulations, war, hostilities, sanctions, mobilization, embargo, detention, looting, rioting, civil disobedience, strikes, quarantine, plague or pandemics, transportation delays, fire or flood, insolvency or other inability to perform by the manufacturer, or any other commercial impracticability.
LIMITATIONS OF LIABILITY: Unless otherwise expressly stated our total liability and that of our suppliers, shall in no event and under any and all circumstances relating to this contract or order, its performance or alleged lack thereof, from the use of the Goods or from any advice, information or assistance provided (by any means including but not limited to promotional material or literature howsoever presented), is limited in all circumstances whatsoever and howsoever caused to the price of the Goods giving rise to the claim.
In addition, neither Elmich nor its suppliers shall be liable for any special, incidental, consequential or penal damages including but not limited to back charges, labour costs, costs of removal, costs of replacement, testing or installation, loss of efficiency, economic loss or loss of profits revenue or market share, loss of use of the Goods or any associated goods, lateness or delays in delivery, unavailability of the Goods, loss or cost of capital, cost of substitute goods, downtime, or claims by or from third parties to Customer or to Elmich for any such costs, loss or damages.
ANTI-MONEY LAUNDERING RESTRICTIONS: We will reject questionable orders and payments: Except for pre-approved credit arrangements, we will reject third-party payments, cashiers’ checks, money orders and bank drafts. We will accept only cheques imprinted with Customer’s name; wire transfers originated in customer’s account; letters of credit with customer as account party; and credit or debit cards in the Customer’s name. All payments must be by single instrument in the amount of the invoice, less credits, from banks acceptable to us.
DISPUTES AND GOVERNING LAW: This quote or contract shall in all respects be governed by the laws of the Republic Of Singapore. Any dispute regarding the contract including but not limited to its validity shall be deemed to have arisen in Singapore and be governed by the laws of the Republic Of Singapore. Customer hereby agrees that any such disputes affecting or in relation to this quote or contract shall be resolved by arbitration in Singapore under the auspices of the Singapore International Arbitration Centre by a single arbitrator appointed by it.
INTELLECTUAL PROPERTY RIGHTS:
The Customer acknowledges that any and all intellectual property rights used or embodied in or in connection with the Goods shall be and remain the sole property of Elmich. All rights in respect of any modifications or alterations to the Goods, whether carried out by Elmich or the Customer shall be and remain the sole property of Elmich. The Customer shall not during or at any time after the expiry or termination of this Agreement in any way question or dispute Elmich’s ownership of such rights.
In the event that new inventions, designs or processes evolve or are created as a result of the performance of this Agreement, the Customer acknowledges that the same shall be the property of Elmich unless otherwise agreed in writing by Elmich. The Customer agrees not to challenge any such assertion or right by Elmich and shall assign to Elmich and agree to do all things necessary to assign to Elmich all rights title and interest whether or not the Customer may have any interest in any such proprietary rights.
The Customer undertakes to :-
1.1.1 promptly notify Elmich of any infringement of Elmich’s rights in the goods which it becomes aware of; and
1.1.2 use all efforts and take all steps as reasonably required by Elmich to assist in any enforcement proceedings which it may commence for infringement of any of its rights provided always that Elmich shall have sole conduct of and be fully responsible for all costs and expenses incurred in such proceedings.
The Customer shall execute all documents necessary to ensure the vesting or transfer of all rights in the Goods to Elmich.
The Customer undertakes not to reverse engineer or amend, change or alter the goods or use the Goods as a base reference for other products developed by or for Elmich unless authorised in writing by Elmich.
If any part of these terms and conditions are deemed unenforceable by any court or arbitrator in Singapore, then any such unenforceability shall be deemed deleted without prejudice to the continuing enforceability of the remaining provisions and these terms and conditions shall thereupon continue to have full effect.
THIRD PARTY RIGHTS:
No person or entity who is not a party to this Agreement shall have any right under this Agreements (Rights of Third Parties) Act to enforce any term in this Agreement or be entitled to any rights arising from this Agreement.