These terms and conditions form an integral part of the quotation and/or invoice on the sale of goods or products (the “Product” or “Products”) or services (the “Service” or “Services”) by United Resources Marketing Services Pte Ltd and its group of companies (the “Seller”). These terms and conditions take precedence over the customer’s (the “Buyer”) supplemental or conflicting terms and conditions to which notice of objection is hereby given.
Buyer’s acceptance of the Products and Services from the Seller, supplemented by an official Purchase Order, acknowledgement of United Resources’ official quotation and/or official writing, shall be deemed to constitute acceptance of the terms and conditions contained herein and in that our United Resources’ official quotation and/or offer.
1. Prices & Validity
1.1 Prices are only valid as per United Resources official quotation or email, currency as stipulated within, and exclude prevailing GST, any custom duties or taxes payable to government bodies.
1.2 All prices quoted apply to delivery ex-works United Resources’ warehouses, as per Incoterms 2018, unless explicitly stated otherwise.
1.3 All quotations given are valid for 30 days from the date of such quotation and shall automatically lapse thereafter, unless extended by the Seller in writing, including email.
1.4 The sale is only formed when Seller acknowledges Buyer’s order in official writing, with/without supplemental Invoice and/or Delivery Receipt.
1.5 Any amendments or deviation of Products / Services, Prices, Payment and Delivery terms will not be valid after order acknowledgement, unless explicitly agreed by Seller in writing.
2. Delivery and Title
2.1 All deliveries are ex-works United Resources’ warehouses, as per Incoterms 2010, unless explicitly stated otherwise.
2.2 Unless stated otherwise, the estimated delivery dates are as follows:
(a) For ex-stock items, the delivery is within 14 days; and
(b) For indent items, the delivery is subject to confirmation of incoming shipment by the Seller.
2.3 If circumstances beyond Seller’s control, as referred to in Clause 8, arise and Seller can demonstrate that it is impossible to make the delivery on time, the delivery period will be extended by the duration of the delay caused by these circumstances.
2.4 The Seller will decide the method of transport and packaging, unless the Buyer has issued written instructions concerning that Seller has accepted and confirmed in writing.
3. Title and Inspection Upon Delivery
3.1 The Buyer has a duty to inspect the goods carefully and immediately upon receipt. Any complaints about the delivered goods must be submitted to the Seller in writing within seven (7) working day days of the goods receipt.
3.2 Failure to do so within stipulated period will constitute the Buyer’s unconditional acceptance of goods delivered, as per sales order.
3.3 Certification marks, labels, and other specifications related to quality and performance standards that are affixed to or appear on products carried and/or
delivered by the Seller generate no rights whatsoever for the Buyer. Paragraph 8 stipulated within remains explicitly in force.
3.4 The Seller is under no condition liable for any alleged defects in the goods when: (a) the defect has arisen as a result of willful damage, negligence, abnormal storage conditions, and/or failure to follow Seller’s or the manufacturer’s instructions; (b) the defect or damage is specifically justified and excluded by Seller after investigation; (c) the Buyer makes any further use of the goods after giving notice of the defect.
4. Title and Ownership
4.1 Risk of loss is passed to the Buyer upon delivery of the Product to the agreed point of delivery or appointed agent.
4.2 Although risk in the use of goods supplied passes to the Buyer on delivery, ownership of the delivered goods does not pass to the Buyer until the Buyer has paid in full all amounts receivable by the Seller in connection with the delivery, and/or all other claims from Seller, including interest and costs. Until ownership passes, the Buyer shall hold the goods for Seller and shall keep them properly protected, insured, and stored separately from other goods.
4.3 During goods ownership under the Seller, Buyer may not dispose, pledge the delivered goods to third parties or offer them as security.
4.3 Failure to fulfil the contract terms attributable to the Buyer – or reasonable fear thereof – will entitle Seller to repossess and retain the goods in which it has ownership, without court intervention and with the right to sell them itself. In this case, these goods will allow Seller to recover the amounts owed to it by the Buyer, without prejudice to the Buyer’s duty to make good all it owes or will owe to Seller now and in the future in the matter of its failure to fulfil the contract’s terms, including compensation for the loss of value of the goods. The Buyer declares that if this situation arises it will give Seller free access to all facilities where the aforementioned goods will be stored and where the aforementioned goods are located.
5. Payment Terms
5.1 Payments for Product or Services constituted under firmed sales order by the Buyer are due 30 days after date of delivery receipt, where credit terms are granted, unless stated otherwise.
5.1 Interest on late payment of invoices may be imposed on the Buyer at 1.0% per month at the sole and absolute discretion of the Seller.
5.2 If the Buyer defaults, the Buyer will also be liable for the damages and costs associated with collection, both in and out of court, seven days after written notice of default is served by the Seller. The out-of-court collection costs will amount to 15% of the amount due, with a minimum of $500. The court costs include the costs of legal counsel as well as any other legal costs incurred.
5.3 In the event of the Buyer’s default, Seller is entitled, without further notice, to terminate any outstanding orders, void price quotes, and withhold and/or suspend supplies.
5.4 The Buyer shall make all payments due to Seller without any deduction whether by way of set-off, counterclaim, discount, abatement, or otherwise, unless the Buyer has a valid court order requiring Seller to pay to the Buyer an amount equal to such a deduction.
5.5 The Seller has the right to demand, at any time, payment from the Buyer in advance or the provision of adequate security for the performance of its obligations. If the Buyer fails to comply directly with a request to this effect, Seller will be entitled to immediately suspend or discontinue the delivery of goods and/or services and the Buyer will be in default, without any notice of default being required.
5.6 Comments concerning invoices must be made to Seller in writing within fourteen days of the invoice date. Failure by the Buyer to do so will constitute acceptance of the invoice.
6. Limited Warranty
6.1 The Seller will transfer to Buyer any Product warranties and indemnities authorized by the manufacturer, including any transferable warranties and indemnities for intellectual property infringement.
6.2 Seller warrants to Buyer that Products purchased hereunder will conform to the applicable manufacturer’s specifications for such products and that any value-added work performed by Seller on such Products will conform to applicable Buyer’s specifications for a period of twelve (12) months from delivery.
6.3 If Seller breaches this warranty, Buyer’s remedy is limited to (at Seller’s election); (1) refund of monies paid by Buyer for such affected Products (without interest), (2) repair of such affected Products, or (3) replacement of such affected Products; provided that such affected Products must be returned to Seller, along with satisfactory evidence of defect(s), within 30 days from date of delivery, transportation charges prepaid.
6.4 No warranty will apply if the Product has been subject to misuse, mismanagement, improper or wrongful handling and handling, static discharge, neglect, accident or modification, or has been soldered.
6.5 All implied warranties, terms and conditions (whether statutory or otherwise) are excluded to the fullest extent permitted by law. In particular, Seller makes no warranty respecting the merchantability of the products or their suitability or fitness for any particular purpose, non-infringement of third party rights and warranties against latent defects.
7. Limitation of Liabilities
7.1 Buyer shall not be entitled to, and Seller shall not be liable for, direct or indirect, loss of profits or revenue, promotional or manufacturing expenses, overheads, business interruption cost, loss of data, removal or reinstallation costs, injury to reputation or loss of buyers, punitive damages, IPR infringement, loss of contracts or orders or any indirect, special, punitive, incidental or consequential damages of any nature.
7.2 The Seller is not liable for any injuries or damages, direct or indirect, arising from the use or misuse of Products and Services.
7.3 The Buyer shall comply at all times with Seller’s guidelines concerning the storage and usage of Products. The Buyer is obligated to inform its employees and/or any Product users of these instructions and guidelines.
7.4 Buyer will indemnify, defend and hold Seller harmless from any claims based on (a) Seller’s compliance with Buyer’s designs, specifications, or instructions, (b) modification of any products by anyone other than Seller, or (c) use in combination with other products.
7.5 Buyer’s recovery from Seller for any claim shall not exceed the two parties contractual value or services irrespective of the nature of the claim whether in contract, tort, warranty, or otherwise.
8. Force Majeure
Seller is not liable for failure to fulfil its obligations for any accepted order(s) or for delays in delivery due to causes beyond Seller’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Seller from performance and barring remedies for non-performance. In an event of force majeure condition, the Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Seller to any liability or penalty. Seller may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Buyer.
9. Governing Law and Arbitration
The Buyer and Seller shall be governed by the laws of the Republic of Singapore to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Any dispute arising out of or in connection with this sale, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference to this clause. The Tribunal shall consist of three (3) arbitrators to be appointed by the Chairman of the SIAC. The language of arbitration shall be English.
10. Exclusion of Rights of Third Parties
The application of the Contracts (Rights of Third Parties) Act (No. 39 of 2001) and its subsequent amendment, revision or replacement thereof is expressly excluded in so far as these terms and conditions are concerned.