Unless any provision to the contrary is stipulated in the Sales Contract / Proforma Invoice, the following terms and conditions shall be applied.
The quantity stipulated in the Sales Contract / Proforma Invoice shall be subject to a variation of plus or minus ten percent (10%) at Seller’s option. (If not stipulated otherwise).
Buyer shall accept second quality goods up to ten percent (10%) of the total quantity stipulated in the Sales Contract / Proforma Invoice.
The delivery of the goods to a carrier in accordance with this contract and issuance of Bill of Lading by the carrier to Seller shall be deemed to be completion of shipment to Buyer, and therefore Seller’s responsibility in delivery of the goods to Buyer shall be deemed to terminate upon the said shipment. The date of the bill of lading shall be deemed as conclusive proof of the date of shipment. Partial shipment and/or transhipment shall be permitted.
In the event of the goods being shipping in more than one lot for this contract, each lot shall be deemed to be a separate sale or contract, and therefore any quality trouble, non-delivery and/or any dispute arising on any part(s) of this contract shall not affect the other part(s) of this contract.
In case of C.I.F. or CFR. basis, shipment of the goods within the time stipulated in the Sales Contract / Proforma Invoice shall be subject to shipping space / containers being available. In case of F.O.B. or C. &. I. basis, Buyer shall provide necessary shipping space and give shipping instructions in a timely manner. Failure of Buyer to give such instructions in time is a breach of contract and Buyer shall bear any additional costs incurred therefrom and all risks of the goods. Further the seller can dispose of the goods for Buyer’s account and risk or, if requested by Seller, Buyer shall agree to unconditionally amend the letter of credit and take full responsibility so that Seller can make the necessary procedure to fulfil such shipment.
Buyer shall establish in favour of Seller an Irrevocable, confirmed, unrestricted and without recourse letter of credit covering full amount of this contract, negotiable on sight draft through a prime bank of good international repute, which shall be received by Seller immediately after conclusion of this contract. The letter of credit shall be valid and effective for at least twenty-one (21) days unless otherwise specified after the last date of shipment for negotiation of the relative draft. If Buyer fails to furnish the letter of credit in the manner and form specified above or to fulfil the payment term under this contract, Seller may reserve the right to postpone the shipment or to cancel all or any part of this contract and/or may be entitled to dispose of the goods on Buyer’s account and risk and/or claiming compensation to be made by Buyer to Seller to cover any Seller’s loss resulting from the Buyer’s failure. The letter of credit shall refer to this contract by its number, and shall authorise reimbursement to Seller for such sums, if any, as may be advanced by Seller for consular invoices, inspection fees and other expenditures made by Seller for account of Buyer.
The goods supplied or to be supplied but already specified, shall remain the property of the Seller until the full payment of price and the additional costs.
The make-up, packing and marking shall be at Seller’s option. In case special instructions are necessary, Buyer shall furnish Seller with such instructions in time for preparation or shipment of the goods.
The inspection of the goods shall be performed according to the export regulations of country of shipment or by the Manufacturer or Seller and such inspection shall be considered as final. Should Buyer designate any specific inspection, all additional charges incurred thereby shall be at Buyer’s account and shall be added to the invoice amount, for which the letter of credit shall be amended accordingly.
If Seller’s cost of performance are increased after the date of this agreement by reason of increased freight rates (including any freight surcharges), taxes, duties or other governmental charges, and insurance rate including war risk, or if any variation in rate of exchange increase Seller’s cost or reduces Seller’s return, Buyer agrees to compensate Seller for such increased cost or loss of income. However, all import duties shall be paid by Buyer, regardless of any change in the amount of any such duties.
If any performance of this contract is prevented or delayed in whole or in part, by reason of any prohibition of exportation, flood, typhoon, fire, war, armed conflict, civil commotion, strike or other labour disputes, severe economic dislocation, peril or accident of the sea, the bankruptcy or insolvency of manufacturers or suppliers directly or indirectly, or any other causes beyond the reasonable control of Seller or of the manufacturers or suppliers of the goods, Seller shall not be liable for the non-performance of this contract including non-shipment or late shipment of the goods, and Buyer shall accept any shipment made within a reasonable time, or shall accept the cancellation of all or any part of this contract at Seller’s option.
Any claim by Buyer shall be notified by Buyer to Seller within fifteen (15) days after the arrival of the goods at the destination stipulated in the Sales contract / Proforma Invoice. Unless such notice, accompanied by proof certified by an authorised surveyor, is sent by Buyer during such above-mentioned period, Buyer shall be deemed to have waived any such claim. In no event may Buyer assert a claim for any reason whatsoever after the goods are used, sold, cut, processed or otherwise altered. In no event shall Seller be liable for prospective profits, or indirect, special or consequential damages.
This contract shall be governed by and construed in accordance with the Laws of Singapore. Any dispute or claim arising out of or relating to this contract shall be settled amicably as far as possible, but in case of failing, it shall be settled by the arbitration in Singapore pursuant to the laws and regulations of Singapore, whose decision shall be final and enforceable to both parties, and the loser shall bear its cost.
Unless expressly stipulated in the Sales Contract / Proforma Invoice, Seller make no warranty or condition, expressly or impliedly, as to the fitness and suitability of the goods for any particular purpose.
Buyer is to hold Seller harmless from liability for any infringement with regard to patent, utility, design, trademark and the likes originated or chosen by Buyer. Nothing herein contain shall be construed as, transferring any patent, utility model, trademark, design or copyright in merchandise; all such rights are to be expressly reserved to true and lawful owners thereof. In case any dispute and/or claim arises in connection with the above right and/or rights, Seller shall reserve every and all rights to cancel, and make null and void this contract at his discretion and to hold himself free from any liability arising therefrom, Buyer shall be responsible for every loss and/or damage causes thereby.
Abbreviations used in this contract, if otherwise specified hereunder, shall be construed according to the customary practice of international trade and/or international agreements or conventions.
If Buyer fails to carry out any of the terms of this or any other contract with Seller, or in the event of death, bankruptcy or insolvency of Buyer, dissolution or modification or partnership of Buyer or non-payment for any shipment, Seller shall have the right to cancel this and/or any other contract with Buyer or to postpone the shipment, or to stop the goods in transit, and Buyer is bound to reimburse Seller for any loss sustained therefrom.