Advanced Sealing Devices - Terms and Conditions for sales and quotations

Definitions

The "Client", “Buyer” and “Purchaser” means person/company/business firm/sole-proprietorship/partnership/limited partnership/limited liability partnership/any other form of business entity purchasing the products from Advanced Sealing Devices Pte. Ltd, is hereinafter referred to as the “Seller”.

"Conditions" refers to the Terms and Conditions of Sale set out in this document and any special conditions agreed in writing.

General

Our quotations are without obligation to supply and therefore without any binding effect. A contract to supply does not come into force and become binding on our part until our written confirmation of order is issued. Our contracts are governed by the law of sales of the Republic of Singapore.

Our Quotations and sales order are limited to the terms and conditions contained on the face and the reverse herein. The placement of an order by the client indicates the customer’s acceptance of this Terms and Conditions. Any additional or different terms proposed by Buyer in any purchase order or other document are hereby deemed to be material alterations and notice of objection to them is hereby given. Any such proposed terms shall be void and the terms herein shall constitute the complete and exclusive statement of the terms and conditions of the contract between the parties. Neither Seller’s acknowledgment of a purchase order nor Seller’s failure to object to conflicting, different, or additional terms and conditions in a purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof.

All CAD diagrams, moulds manufactured by us or at our request remain our property even if the customer has to pay them on a pro-rata basis.

For goods not fit for storage we reserve the right of excess or minor delivery up to a tolerance of 10 % of the ordered quantity.

We deliver ex works. The risk of transport is always carried by the Buyer. 

We reserve the right to charge a minimum invoice value or low-quantity extra per purchase order for low-quantity orders.

We reserve the right to increase any price in the event of increased costs beyond our reasonable control including, without limitation, (a) raw material costs, (b) modifications to specifications requested by Purchaser, or (c) price of goods manufactured by others and re-sold by us.

In addition to any other rights of us to terminate the Contract or suspend performance under the Contract, we may, upon written notice to Purchaser, immediately terminate all or any part of the Contract or suspend performance under the Contract, without any liability to Purchaser, (a) if Purchaser (i) repudiates, breaches, or threatens to breach any of the terms of the Contract, (ii) fails to accept or threatens not to accept Products in accordance with the Contract, or (iii) fails to make timely payment, or (b) upon the occurrence or threat of insolvency or bankruptcy of Purchaser. Upon termination of the Contract by us:(A) We shall be relieved of any further obligation to Purchaser; (B) Purchaser shall be liable to us for the immediate payment of amounts then billed to date by us  to Purchaser; (C) Purchaser shall purchase and pay us immediately for all unique raw materials, work in process and finished goods under the Contract; (D) Purchaser shall reimburse us for any unreimbursed and unamortized research and development costs, capital equipment, and supplies that are unique to the Products; and (E) Purchaser shall immediately reimburse us for all preparation and other expenses incurred by us or its subcontractors in connection with the Contract and for all other losses or costs arising from termination.

These terms and conditions are subject to change at any time without prior notice to the client.

Terms for Delivery

Terms for delivery are estimated only unless they have expressly been confirmed as fixed. Times of delivery begin with the date of our written order confirmation, but not before all details of the contract are clarified completely. The Buyer is not allowed to reject partial deliveries. We shall not be liable for any loss, cost, damage, charge, or expense caused by any delay of the delivery of the goods.

We shall not be liable for delays or failure in performance when caused by circumstances beyond our reasonable control. Claims for damages of any kind are excluded. We reserve the right to ship and Purchaser agrees to accept an underrun or overrun of any quantity ordered by Purchaser.

In case of force majeur we are entitled to extend the times of delivery for the period of the hindrance and for a reasonable break-in period, or to rescind the contract wholly or in part in view of the non-performed part of the contract.

Force majeur is on a par with strike, lockouts and other occurrences that cause delay in or impossibility of delivery or contract liabilities, particularly in economic connection, whether they occur at our place, at one of our sub­ supplier’s or any other place.

Payment Conditions

For buyer with approved credit from us, our invoices are payable within 30 days net. Otherwise, it is cash payment before delivery. For specially made products, we require a 50% non-refundable deposit. Our prices exclude costs for packing and freight as well as the legal GST. If payment has not been effected within the set payment limit buyer has to pay interest at the rate of 3% over and above the prevailing Central Bank’s discount rate.

Any of our accounts receivables – independent from the term of a bill taken on account of performance or credit – become due immediately if contractual agreements, in particular those concerning the payment, are not met, or if other circumstances become known which impair the credit standing of the buyer. We will then be entitled to execute outstanding deliveries against advance payment only, and entitled to securities of common type and scope for any accounts receivables. In the event Purchaser fails to make any payment when due. Purchaser shall be liable for all expenses related to collection of past due amounts, including attorneys’ fees. We may require full or partial payment in advance of shipment if, in our opinion, the credit or financial condition of Purchaser is, or is about to become, impaired. If Purchaser requests delayed shipment, we may bill for Products when ready for shipment and charge reasonable daily storage fees. Purchaser shall not have any right of setoff.

The buyer shall not be entitled to withhold payment of or set off against any amount payable unless his counter claim is undisputed or has been decided in his favour by a court.

Reservation of Ownership

The property in the goods delivered shall remain vested in ourselves and shall not pass to the customer until he has made payment in full of all sums due to ourselves under this or any other contracts between ourselves and the customer, as well as the balancing accounts receivables in particular.

The redemption of the goods subjected to reservation of ownership in case of violation of the contract by the buyer – particularly in case of default in payment, shall be deemed as withdrawal from the contract only if we expressly acknowledge this in writing. 

In case the goods delivered are in a country whose laws do not allow reservation of property, then the buyer is obliged to provide us with all securities, permissible in the country where the goods are. The buyer is obliged to undertake and assist us in all measures, which are necessary to protect our right of reservation of property or in place of any other rights on the goods delivered.

The risk of the products will be passed to the client upon delivery of the products.

Returns

All specially made products by us are non-returnable and non-refundable. For stock products, we charge a restocking fee of up to 20% of the purchase price paid, plus any applicable tax, or a minimum of 10 dollars, whichever is the lower. You will be responsible for paying your own return cost. Any shipping costs charge by us are non-refundable.

Place of Performance and Place of Jurisdiction

Place of performance for our deliveries are the respective place of shipment of the goods. Place of performance for any and all obligations of the buyer are the Seat of our company.

Place of jurisdiction is the Seat of our company, namely also for legal proceedings of document, bill and cheque lawsuits.

Notice of Defects

Our technical consultations and quotations are worked out with utmost diligence taking into consideration the parameters and the circumstances known to us. All our products are submitted to thorough controls during the manufacture and prior to dispatch to the customer. The variety of application possibilities of our products excludes any guarantee for the suitability of our recommendations for the individual application case. Patent right violations are unintentional. Our goods comply with our prevailing production technology. We are entitled to modified delivery of the goods with equivalent properties or technical improvements.

In case of defect goods, the buyer at our discretion has to let us inspect the goods by an independent expert. Any claims from complaints shall be invalid if the buyer does not give us or our sub supplier the opportunity to inspect the identity of the goods in question and the alleged defects at site and does not immediately provide us at our request with samples.

Any claims from complaints shall further be invalid if the processing of the goods or a mixture of the goods with goods of another origin are not immediately terminated after discovery of the defects, namely until the goods are released expressly by us or our sub-supplier.

Visible and hidden defects or the lack of warranted qualities of our products will be warranted exclusively in the manner that we at our discretion remove the defect by repair or substitute delivery. Further claims, in particular claims for damages – for legal reasons whatsoever – including consequential damages are excluded.

The client agrees to inspect all goods at the time of delivery and shall notify us of any discrepancies within one (1) day of receipt of products.

Limitation of Liability

Our maximum liability in contract, including negligence or breach of statutory duty, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these conditions, including attorneys' fees awarded under this Agreement, is limited to 10% of the invoice value (or contract value or purchase order value, whichever is applicable), regardless of the legal theory under which such liability is imposed.

We shall NOT be, under any circumstances, liable upon a claim or action in contract, tort, strict liability, warranty or otherwise, for any special, incidental or consequential damages, such as, but not limited to, delay, disruption, loss of product, loss of anticipated profits or revenue, loss of use of the equipment or system, non-operation or increased expense of operation of other equipment or systems, cost of capital, or cost of purchase or replacement equipment systems or power, or other claims relating to the products the Buyer’s sells.

We are not responsible for third party claims for damages against the client, malfunction, delays, interruption of service, and/or loss of business, whether or not we are aware of such claims or damages.

Other

 If one or more of the above-mentioned conditions shall prove wholly or in part to be legally invalid