General Terms & Conditions of Sale - Singapore

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Braemac PTE LTD (2002088773Z)
Edition 15.06.2018 ​

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1.      INTERPRETATION

1.1. In these conditions, “Seller” means Braemac Pte Ltd and any other company or corporation that is related to Braemac Pte Ltd in accordance with the Companies Act (Cap. 50 of the Statutes of the Republic of Singapore), being the entity named as the Seller or Supplier in the Quotation and the purchase order. “Buyer” means the person, body, firm or company with whom the Seller enters into a contract for the sale of goods and/or the supply of services.

1.2. These terms and conditions of sale apply to all contracts of sale entered into by the Seller and supersede and prevail over all terms and conditions which may be contained in any customer purchase order or in sales confirmation or otherwise.

1.3. Typographical and clerical errors are subject to correction and revision.

1.4. These conditions bind the Seller, the Buyer and their respective executors, administrators, successors and permitted assigns.

1.5. Words importing persons shall include corporations and words importing the singular number or plural number shall be deemed to include the plural number or singular number respectively and words importing the masculine gender shall include all genders as the case may require.

1.6. A reference to writing includes email and other communication established through the Seller’s website (if any).

1.7. “Goods” means any goods supplied by the Seller including those supplied in the course of providing Services.

1.8. “Green requirements” means any requirements that goods or services comply with specified standards to minimize harmful environmental effects.

1.9. “GST” means the goods and services tax payable pursuant to the Goods and Services Tax Act.

1.10. “Order” means a purchase order for Goods or Services placed by a Buyer in response to a Quotation and as varied in writing from time to time by the parties.

1.11. “Quotation” means a description of the Goods or Services to be provided by the Seller, whether in writing or orally, an estimate of the Seller’s charges for the supply of the Goods or performance of the required Services and an estimate of the time frame for the delivery of the Goods or performance of the Services.

1.12. “Restriction of Hazardous Substances” means the directive on the restriction of the use of certain hazardous substances in electrical and electronic equipment adopted in February 2003 by the European Union.

1.13. “Services” means the services to be provided by the Seller to the Buyer in accordance with these terms and conditions of trade.

 

2.      QUOTATION AND PURCHASE ORDER

2.1. Any Quotation given by the Seller is a mere invitation to treat and does not constitute a contractual offer and the Seller reserves the right to vary or withdraw a Quotation at any time. These terms and conditions are attached to every Quotation sent to potential customers.

2.2. Once the Seller has sent to the Buyer an acknowledgment of the acceptance of a purchase order the Buyer may not alter or modify the purchase order without the written consent of an authorised employee of the Seller.

2.3. As a general rule the Seller seeks to support an eight (8) week cancellation window.  This period is classified as eight (8) weeks prior to Seller’s confirmed delivery date.  However in all instances cancellation is subject to acceptance by the Seller for any particular cancellation request.Any non-standard, indent, custom, or customer specific items are subject to non-cancellation non-returnable (NCNR) terms.

 

3.      PAYMENT OF PRICE

3.1. Unless specifically stated otherwise all prices are expressed net of any applicable freight and insurance charges, Goods and Services Tax or Value Added Tax, customs duty and any other government charges of any kind which shall be added to the amount to be paid by the Buyer.

3.2. All prices of imported Goods quoted are based on the FOB price of the Seller’s supplier and the rates of exchange, freight, insurance and customs duty applicable at the date of Quotation. The quoted prices may be varied by the same amount by which the Seller’s actual costs have been varied as a result of any change in the said rates.

3.3. Subject to clause 3.4 all Goods and Services shall be paid for before they are supplied.

3.4. If the Buyer has an approved credit account with the Seller the Goods and Services supplied must be paid for within thirty (30) days of the date of invoice or thirty (30) days from the date of shipment whichever occurs first. Where the Buyer is overdue with any payment or the Seller is in receipt of credit reference(s) which it regards as unsatisfactory, then the Seller reserves the right to assign the Buyer to a COD account instead of a credit account.

3.5. Each consignment shall be considered a separate and independent transaction and payment therefore shall be made accordingly.

3.6. Without prejudice to any other remedy the Seller may be entitled to under the law or these Terms and Conditions, the Seller reserves the right to levy a default charge on any overdue payment at an annual interest rate equal to 2% above the rate notified by the Seller’s bank from time to time as being that bank’s interest rate on unsecured overdraft facilities extended to commercial entities.

3.7. Failure to pay any invoice within the stated terms may result in the account being referred to our debt collection agency for further action. Any cost incurred in recovering the debt amount, including but not limited to collection costs, legal action, mercantile agent fees and solicitors’ costs will be payable by the Buyer.

3.8. The Seller does not change its Bank Account Details which includes the BSB, Swift Code and Account Number.

3.9. The Buyer should contact the Seller’s Finance Department by telephone, immediately on receipt of any communication relating to any change of the Seller’s bank account details by any means to verify the validity of such communication.

3.10. The Buyer will bear responsibility for ensuring that payments are made to the Seller’s correct Bank account as payment into the wrong Bank Account will not constitute a valid payment.

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4.      GOODS AND SERVIVES TAX (GST)

4.1. The Seller quotes prices exclusive of GST. Unless the Buyer provides the Seller  with an authorised tax exempt certificate, GST will be added to invoices when, in the opinion of the Seller, this is required by applicable laws or regulations.

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5.      PASSING OF RISK AND PROPERTY

5.1. Risk in the Goods passes to the Buyer when the Goods are loaded at the Seller’s premises or at the factory, place of manufacture and/or packaging, for delivery to the Buyer. Risk of loss or damage of the Goods in transit is the responsibility of the Buyer.

5.2. The Seller shall retain title to Goods until it has received payment in full for them. Goods belonging to the Seller which have not been paid in full shall be stored by the Buyer so that they are identifiable as such. The fact that the Seller retains title to Goods until they have been paid for shall not affect its right as an unpaid Seller or the passing of the risk of the Goods to the Buyer pursuant to clause 5.1. Furthermore if payment is overdue, or the Buyer enters into bankruptcy, liquidation, administration, composition with its creditor(s), has a receiver or manager appointed over all or any of its assets or becomes insolvent, the Seller shall be entitled, without prejudice to any other remedy available to it, to repossess Goods belonging to it and to enter any premises of the Buyer (or the premises of any associated company or agent where the Goods are located) without notice for this purpose without liability for trespass or any resulting damage.

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6.      SECURITY INTERESTS IN GOODS

6.1. If the Seller determines that it has any security interests in Goods supplied to the Buyer (or a transaction in connection with the supply), the Buyer agrees to do anything (such as obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which the Seller asks and considers necessary for the purposes of:

a) ensuring that the security interest is promptly registered, enforceable, perfected (including, where possible, by control in addition to registration) and otherwise effective; or

b) enabling the Seller to apply for any registration, or give any notification, in connection with the security interest so that the security interest has the priority required by the Seller; or

c) enabling the Seller to exercise rights in connection with the security interest.

 

7.      TRANSPORT

7.1. The Buyer shall make his own transport arrangement. Where the Buyer fails to make transport arrangements the Seller reserves the right to make arrangements for delivery and charge the Buyer for the cost of delivery and a handling fee for arranging the same.

a) For deliveries within the metropolitan area of mainland state capital cities, the Seller shall use a freight service of its own choosing and add a standard freight charge to the invoice;

b) For deliveries outside these areas, the Goods will be dispatched freight on, or charged to the Buyer on the Seller’s invoice.

7.2 The Seller is not responsible to the Buyer or any person claiming through the Buyer, for any loss or damage to Goods in transit caused by any event of any kind or by any person (whether or not the Seller is legally responsible for the actions of that person).

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8.      DELIVERY TIME

8.1. Delivery times shall not be of the essence of the contract.

8.2. Delivery dates are estimated in good faith by the Seller.

8.3. Under no circumstances shall the Seller be liable for damages (including consequential special and incidental Damages) for failure to deliver or delay in delivery howsoever occasioned.

8.4. The Buyer is not relieved from accepting delivery at the agreed price when the causes interfering with delivery are removed.

8.5. If delivery is in installments delay in delivery of any installment shall not relieve the Buyer of its obligation to accept the remaining deliveries and make payment for the same at the agreed price and terms.

8.6. In the event of any event happening beyond the Seller’s reasonable control in consequence of which the Seller cannot effect consignment by the time or times quoted or specified the Seller shall be entitled to consign part only of an Order, suspend consignment or extend time for consignment for the period during which such cause of delay operated or may cancel the Order and in the event of such suspension, extension or cancellation the Seller shall not be liable for damages, of any kind including damages of the kind referred to in Clause 8.3.

 

9.     MINIMUM ORDER

9.1. The minimum order value and the minimum order quantity per line item that the Seller will accept are indicated in the Seller’s Quotation to which these terms and conditions are attached. Where less than minimum quantities are ordered the Seller will automatically increase the quantity to meet the stated minimum levels.

9.2. Where quantities are ordered which constitute broken pack sizes, those quantities will be increased to the next highest unbroken pack size.

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10.   CLAIMS

10.1. The Buyer shall inspect all Goods supplied upon delivery. The Seller shall not be liable for any alleged shortages and other errors in delivery if the Buyer fails to submit a claim in writing to the Seller within seven (7) days of the delivery to which the claim relates.

10.2. Goods cannot in any circumstances be returned to the Seller:

a) Without the prior written consent of an authorised employee of the Seller and;

b) Unless accompanied by a delivery document showing the Seller’s Return Materials Advice number.

10.3. Whilst the Seller will take all reasonable steps to ensure that all Goods supplied to the Buyer comply, where possible, with the Restriction of Hazardous Substances, Lead-free or Green requirements adopted by the European Union, the Seller makes no warranty or promise in this regard and will not be liable to the Buyer on any account whatsoever in the event that the Goods do not so comply.

 

11.   WARRANTY

11.1. All goods are supplied by the Seller to the Buyer on an “as is where is” basis without any warranty of any kind. However, the Seller shall assign to the Buyer, in so far as it is able to do so, the benefit of any condition, warranty or guarantee, express or implied, in the Seller’s contract with its own supplier.

11.2. Subject to clause 11.3, clause 11.1 sets forth the full extent of the Seller’s obligation and liability to the Buyer with respect to the Goods and Services supplied and all terms, conditions warranties and representations that might otherwise be implied by common law, statute or otherwise are hereby excluded.

11.3. If any provision of law provides that warranties or conditions or other obligations cannot be excluded in accordance with Clauses 11.1 and 11.2, where such statutory provisions apply, and to the extent to which the Seller is entitled to limit its liability then its liability shall be limited at its option to:

(a) In the case of a supply of Goods:

(i) The replacement of Goods or supply of equivalent goods;

(ii) The payment of the cost of replacing Goods or acquiring equivalent goods;

(iii) The payment of the cost of having the Goods repaired; or

(iv) The repair of the Goods; and

(b) In the case of Services:

(i) The supply of the Services again; or

(ii) The payment of the cost of having the Services supplied again.

11.4. If the Buyer requests the Seller to supply Goods and/or Services and requires the Goods or Services be acquired by the Seller from a third-party manufacturer/supplier specified by the Buyer (“Supplier”) and the Goods or Services are, or are alleged to be, defective or the Goods are alleged to be not fit for the purpose for which they are sold then the following provisions will apply:

a) Whilst the Seller will do all things reasonably required to assist the Buyer to claim against the Supplier (except if this requires incurring expense) the Seller will not be liable on any account whatsoever to the Buyer or its customers for any such claims and the Buyer releases absolutely the Seller and its successors and assigns from any liability arising out of the same;

b) The Buyer also indemnifies and agrees to keep indemnified the Seller and its successors and assigns against all liability for loss or damages of any kind, including legal expenses on an indemnity basis, arising from the goods or services being, or being alleged to be, defective or the goods not being fit for the purpose for which they were sold including claims by third parties including the Buyer's customers.

  

12.   LIMITATION OF LIABILITY

To the fullest extent permitted by law and subject only to any exceptions contained in these conditions the Seller shall under no circumstances be liable in any way whatsoever to the Buyer for any form of loss, damage or expense sustained or incurred by the Buyer or any other party in consequence of or resulting directly or indirectly out of:

(i) the supply of the Goods or Services by the Seller, or the use or performance thereof;
(ii) any breach by the Seller of any provision of any contract incorporating these terms and conditions or
(iii) the negligence of the Seller.

 

13.   DISCLAIMER WHERE SPECIFICATIONS AVAILABLE

Despite any law or rule or any other provision of these terms and conditions to the contrary, if the specifications for any Goods or Services supplied by the Seller to the Buyer can be obtained from the Seller, the manufacturer or the supplier to the Seller of the Goods or Services (including where such specifications are available from the manufacturer’s or supplier’s website), then the Buyer will have no claim or action of any kind against the Seller on account of the fact that the Goods or Services are, or are alleged to be, unsuitable for the purpose for which they are intended as a consequence of the specifications for the Goods or Services being inadequate for such purpose, irrespective of whether the Seller was aware or ought to have been aware of such purpose, and the Buyer shall in all cases be taken to have satisfied itself, prior to ordering the Goods or Services, of their adequacy, suitability or fitness for such purpose.

 

14.   DIRECTED PURCHASE (IF APPLICABLE)

The Buyer acknowledges and agrees that the Seller has agreed to supply the Goods to the Buyer strictly on the condition that the Buyer agrees to the following additional terms and conditions:

14.1. If the Seller agrees to purchase from a Supplier requested by the Buyer, without limiting the scope of any other provision of these terms and conditions, as the Seller has agreed in good faith to purchase the Goods from a third party Supplier specifically nominated by the Buyer, the Buyer agrees to purchase the Goods without any warranty or representation of any kind in relation to the quality or merchantability of the Goods nor as to the suitability of the Goods for the purpose for which they are intended.

14.2. The Buyer agrees to accept the Goods in the condition in which they are supplied and releases the Seller and its successors and assigns absolutely and holds the Seller and its successors and assigns harmless from any claims, actions and law suits of any kind including for legal expenses, arising directly or indirectly from the supply of the Goods by the Seller to the Buyer and the Buyer indemnifies and agrees to keep indemnified the Seller and its successors and assigns from any such claims, actions and law suits including for legal expenses that may be made against the Seller by a third party claimant.

14.3. The Buyer acknowledges and agrees that this release may be pleaded by the Seller in defense of any such action; claim or law suit brought by the Buyer against the Seller or its successors and assigns and shall act as an absolute bar to any such proceedings.

14.4. The Buyer agrees to take out and keep current at all times a Product Liability Insurance Policy in respect of the Goods with a reputable insurer for not less than $20 million and that the interest of the Seller shall be noted on such policy.

14.5. These clauses are in addition to the Seller’s standard terms and conditions of trade that have been provided by the Seller to the Buyer (the receipt whereof the Buyer acknowledges). In the event of inconsistency between any of these clauses and the Seller’s standard terms and conditions, these Clauses shall, to the extent of any such inconsistency, prevail.

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15.   GOVERNING LAWS

The construction validity and performance of any contract incorporating these terms and conditions shall be governed by the laws of the Republic of Singapore and the Buyer shall submit to the jurisdiction of the courts of the Republic of Singapore.

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16.   GENERAL

16.1. If any provision or paragraph of this document is determined to be illegal and unenforceable it shall not affect the enforceability of any other provision or paragraph of this document.

16.2. Headings are included for ease of reference and do not form part of or effect interpretation of these conditions.

16.3. These terms and conditions and any Quotations or Orders and written variations agreed to in writing by the Seller represent the whole agreement between the parties relating to the subject matter of these terms and conditions.

16.4. A notice or other communication required or permitted to be given by one party to another must be in writing to the address shown on a Quotation and delivered personally, sent by pre-paid post to the address of the addressee specified in the relevant Quotation; sent by facsimile transmission to the facsimile number of the addressee specified in the relevant Quotation, with acknowledgement of receipt from the facsimile machine of the addressee or sent by email to the email address of the addressee specified in the relevant Quotation with acknowledgement of delivery.

16.5. A notice or other communication is taken to have been given (unless otherwise proved) if mailed, on the second Business Day after posting; or if sent by facsimile or email before 4.00 pm one Business Day at the place of receipt, on the day it is sent and otherwise on the next Business Day at the place of receipt.

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17.   SALES RESTRICTIONS

The Seller does not sell electronic components to countries, organizations and individuals that have been banned or embargoed by the governments of Australia and USA. This applies specifically to those known to be engaged in the manufacture of weapons of mass destruction and other warfare applications. Accordingly, Braemac sales force endeavor to establish the potential customers’ intended applications and take steps to decline sales and black list customers and/ or countries recognized engaging in such applications.

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