Conditions of Sale
Interpretation
For the purposes of these Terms and Conditions of Sale and Supply (“Conditions”):
“Buyer” means the person, firm or company which places an order for the purchase of Products and/or Services as identified in any such order or Proposal as the case may be.
“Conditions” means these terms and conditions of sale and supply as from time to time varied by the Supplier.
“Contract” means the agreement between the Supplier and the Buyer arising as a result of the Buyer’s submission of an order for the Supplier's Products and Supplier’s written acceptance and/or, in the case of Services, an agreement between such parties for the provision of Services by Supplier, as constituted by a Proposal. Such Contract shall be deemed to incorporate and be governed by these Conditions.
“Products” means goods supplied as agreed to be supplied by the Supplier to the Buyer under any Contract including, where applicable, any Software.
“Proposal” means a proposal document signed by the Supplier and the Buyer signed by the supplier and or reflected in the Buyer’s Purchase Order describing Services to be provided to or for the Buyer, subject to these Conditions.
“Services” means any services which the Supplier has agreed to provide to or for the Buyer under any Contract, as more fully described in the relevant Proposal.
“Supplier” means TRAQuE Pte. Ltd. or any of its affiliates as named in any quotation or Proposal.
Basis of Sale
These conditions shall take precedence over any terms and conditions which appear in the buyer’s order or in any documents incorporated by reference in the buyer’s order.
No term or condition of the Buyer’s order additional to or different from these Conditions shall become part of any Contract unless explicitly agreed to in writing by the Supplier.
Retention by the Buyer of any Products delivered by the Supplier, receipt by the Buyer of any Services performed by the Supplier or payment by the Buyer of any invoice rendered hereunder, shall be conclusively deemed acceptance of these Conditions.
The Supplier’s failure to object to any provision contained in any communication from the Buyer shall not be construed as a waiver of these Conditions or as an acceptance of any such provision.
Quotations and Proposals
Prices, specifications and delivery date referenced in the Supplier's quotations or proposals are for information only and shall not be binding on the Supplier until all technical requirements have been agreed and the Supplier has accepted the Buyer's order.
Quotations and proposals terminate if the Buyer does not place an order with the Supplier within 30 days of receipt of the Supplier’s quote, or as indicated in the proposal document.
Purchase Orders
In the absence of a formal PO system, the Buyer may accept a quotation or proposal in writing by signing and dating said proposal or quotation and returning to the Supplier.
By submitting a Purchase Order to the Supplier, the Buyer agrees to be subject to these Conditions in their entirety.
All orders must be bona fide commitments showing definite prices and quantities and mutually agreed shipping dates.
No order, whether or not submitted in response to a quotation by the Supplier, shall be binding upon the Supplier until accepted in writing by the Supplier.
Prices and Taxes
The prices for Products shall be the price quoted by the Supplier to the Buyer, and the fee for Services shall be the fee agreed in the Proposal or, in either case, as otherwise agreed between the parties in writing.
Prices and fees do not include taxes, transport charges, insurance and export and/or import charges or duties including without limitation sales, general sales tax, use or excise taxes, applicable to the Products sold and or Services supplied under any Contract, which taxes and other charges may in the Supplier’s discretion be added by the Supplier to the sale price and or fees or billed separately and which taxes and other charges shall be paid by the Buyer unless the Buyer provides the Supplier with any necessary tax exemption certificate.
Unless otherwise agreed in writing, The Buyer shall be liable to pay the Supplier’s charges for transport, packaging, insurance and export and/or import clearance.
Changes to government taxation policy shall be passed onto the Buyer (positive or negative)
Services
The Supplier shall provide Services in accordance with these Conditions and the terms of the relevant Proposal.
The Buyer shall, upon the Supplier’s reasonable request and otherwise as required, provide the Supplier with all necessary information and materials to enable the Supplier to provide Services in accordance with the terms of any relevant contract.
The Buyer will be responsible for the completeness and accuracy of all such information and materials provided and will ensure that it is and remains entitled to provide the same to the Supplier for use in connection with the provision of the Services.
Terms of Payment
Unless stated otherwise, Supplier’s standard payment terms are based on thirty (30) days from the date of invoice. If extended terms are requested under the Purchase Order, there shall be a compounded additional charge of 0.5% on the quoted price for each additional thirty days (or part thereof).
The Buyer shall pay the supplier the invoiced amount and related expenses within thirty (30) days from the date of receipt of any invoice (the “Due Date”) in Singapore Dollar (S$) or in such other currency as the Parties may have agreed.
Should the Buyer fail to pay on the agreed due date (as stated in the quotation or purchase order) interest will become due at a compounded rate of 1.5% per month (or part thereof) on the anniversary of the Due Date until such invoice amount is paid.
The Buyer shall not be entitled to retain or defer payment if any sums due to the Supplier on account of any dispute, counterclaim or set off which it may allege against the Supplier. Delays in payment under such circumstances shall be liable for late payment charges as stated above.
In the event any unforeseen problems or expenses arise in the course of carrying out the services, the Supplier shall endeavour to inform the Buyer and shall be entitled to charge additional fees to cover the extra time and cost necessarily incurred to complete the services.
Products
The Supplier may modify specifications provided the modifications do not adversely affect the performance of the Products. In addition, the Supplier may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by the government authority, or non-availability of materials from its suppliers.
All descriptions, illustrations and any other information relating to the Products contained in the Supplier’s catalogues, brochures, price lists, advertising material and any sales or other particulars or literature are made by way of general description, are approximate only and for the general guidance and information of the Buyer. They shall not constitute warranties or representations by the Supplier nor shall they form part of any Contract.
Shipment and Delivery
The Supplier shall deliver or arrange for delivery of Products to the Buyer’s premises or other delivery point agreed between the parties.
Any dates quoted by the Supplier for delivery of Products are approximate only and the Supplier shall not be liable for any delay in delivery of Products howsoever caused and time for delivery is not of the essence.
The Supplier reserves the right to make delivery of Products by instalments and to tender a separate invoice in respect of each instalment.
When delivery is to be by instalments or the Supplier exercises its right to deliver by instalments or if there is a delay in the delivery of any one or more instalments for whatever reason the Buyer shall not be entitled to treat the Contract as a whole as repudiated.
Risk and Passing of Title
Risk of loss of and damage to, the Products shall pass to the Buyer on delivery in accordance with 9 above. Any claims for loss, damage or miss delivery shall be filed with the carrier and notified to Supplier within 5 days of the date of delivery.
Products shall be deemed finally inspected and accepted within ten days after delivery unless notice of rejection is given to the Supplier within such period.
Acceptance shall constitute acknowledgement of full performance by the Supplier of all obligations under the Contract except as stated in 11 below.
Title to the Products shall pass to the Buyer when all sums owed by the Buyer in respect of the relevant Products have been paid in full. Until then, the Supplier shall retain legal and beneficial ownership of the Products.
The Buyer shall store the Products separately from other goods and ensure that the Products are identified as the Supplier’s. If any sum owed by the Buyer in respect of the Products becomes overdue for payment, the Supplier shall have the right (without prejudice to any other remedies), to enter, without prior notice, any premises owned or occupied by the Buyer to repossess any Products owned by the Supplier.
Warranties
The Supplier warrants that all Products shall be free from defects in material and workmanship under normal use for a period of one year from delivery to the Buyer unless otherwise stated in writing.
The Supplier does not warrant that operation of the Software (defined in 13 below) will be uninterrupted or error free or that all program errors will be corrected. The Buyer shall be responsible for determining that the Product is suitable for the Buyer's use and that such use complies with any applicable law.
The Supplier warrants that it shall perform the Services substantially in accordance with the Proposal and with reasonable skill and care.
The Supplier shall have a reasonable time to make such repairs or to replace such Product. Any repair or replacement of Products shall not extend the period of warranty. This warranty is limited to a period of one year, without regard to whether any claimed defects were discoverable or latent on delivery.
Services which do not conform with the warranty, where non-conformities are notified to the Supplier within 10 days of the Buyer becoming aware of the same, and in any event no later than 2 months after the date on which the Services were performed, shall, if the Supplier agrees they were non-conforming, be re-performed as soon as reasonably practicable after the Supplier’s receipt of notice of the non-conforming Services. If the Supplier fails to rectify any deficient performance of the Services, the Buyer’s sole remedy shall be reimbursement of that portion of the fees attributable to the Services concerned.
The Supplier shall not be liable for the breach of the warranty in respect of Products, or Services, supplied if, as applicable: (i) the Buyer makes further use of such Products after giving the notice required above; (ii) the defect or failure arises from the Buyer’s own fault; (iii) the defect arises from any drawing, design or specification supplied by the Buyer or from other materials or other property supplied by the Buyer or from any parts or items that have not been completely manufactured by the Supplier; (iv) the defect arises other than out of manufacture including without limitation, circumstances of accident, misuse, unforeseeable use, neglect, alteration, improper installation, improper adjustment, improper repair, or improper testing; (v) the defect arises out of the use of the Products in conjunction with products or materials not reasonably contemplated by the Supplier; (vi) the failure or defect results from the Buyer’s unauthorised addition to or modification of, or failure to comply with the Supplier’s written instructions relating to, the Products or Services; and (vii) the failure or defect arises out of any breach by the Buyer of its obligations to provide information to the Supplier under this Agreement.
Subject to the above, and provided that the Buyer notifies the Supplier in writing of any claimed defect in the Product immediately upon discovery and any such Product is returned at the Buyer's risk to the Supplier, transportation charges prepaid, within one year from date of delivery and upon examination the Supplier determines to its satisfaction, after a reasonable period to inspect such Products, that such Product is defective in material or workmanship, the Supplier shall, at its option, repair or replace the Products, shipment to the Buyer prepaid.
If the Buyer fails to pay when due any portion of any payment due from the Buyer to the Supplier under a Contract or otherwise, all warranties and remedies granted under this section may, at the Supplier’s option, be terminated.
The foregoing warranties are exclusive and all other warranties, terms and conditions, express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law, including without limitation warranties of quality or fitness for a particular purpose.
The Supplier’s sole and exclusive liability, and the Buyer’s sole and exclusive remedy, for breach of the warranties in this section, shall be as set forth above.
Liability
In no event, regardless of the form of action, shall supplier be liable for any special, indirect, incidental, or consequential losses, including, but not limited to, losses or damages arising out of claims for loss of use, business, goodwill, or profits, and claims arising out of third party actions, regardless of whether such third party actions, or any other claims, losses, or damages, were reasonably foreseeable to buyer or supplier, or damages arising out of the sale of its products to buyer or arising out of anything done in connection with the contract. buyer's exclusive remedy arising out of its purchase and use of supplier's products, or arising out of anything done in connection with the contract, shall be for damages and no claim or claims of any kind, whether based upon contract, warranty, tort (including, but not limited to, negligence, warranty and strict liability), statutory or regulatory provisions, indemnity, contribution, or otherwise, shall be greater in amount in aggregate than the purchase price of the products in respect of which damages are claimed.
Buyer shall indemnify and hold harmless Supplier, its officers, agents, employees, subsidiaries, parents, affiliates and insurers from and against any and all liabilities, damages, losses, claims, lawsuits, including costs and expenses in connection therewith, for death or injury to any persons or loss of any property whatsoever, caused in any manner by Buyer's abnormal or negligent use or operation of equipment.
Any claim arising out of or in connection with a Contract must be commenced against the Supplier within three years of delivery of the Products, or (ii) provision of the Services (as applicable), giving rise to the claim, and Supplier shall have no liability to the Buyer under or in connection with any claim commenced after such time.
Software
The Supplier shall at all times have and retain title and full ownership of all software, firmware, programming routines, and documentation relating to such software supplied by the Supplier for use with the Products, and of all copies made by the Buyer (collectively “Software”) and grants the Buyer a non-exclusive and non-transferable licence to use such Software solely for use with the Products.
Intellectual Property Rights
Notwithstanding delivery of and the passing of title in any Products, nothing in these Conditions or any Contract shall have the effect of granting or transferring to, or vesting in, the Buyer any intellectual property rights in or to any Products and/or Services.
Buyer acknowledges and agrees that all property, copyright and other intellectual property rights in any work or tangible deliverable item arising from or created, produced or developed by the Supplier under or in the course of provision of any Services (the “Works”), wherever in the world enforceable, including without limitations all right title and interest in and to the Services and all documents, data, drawings, specifications, articles, sketches, drawings, reports, inventions, improvements, modifications, discoveries, tools, scripts and other items relating thereto shall immediately upon creation or performance vest in and shall be and remain the sole and exclusive property of the Supplier and the Buyer shall acquire no right, title or interest in or to the same except as expressly stated in these Conditions.
The Supplier grants to the Buyer a non-exclusive, non-transferable license to use such of the Works as are necessary, and to the extent necessary, for the Buyer to obtain and utilise the intended benefit of the Services.
If any claim is made against the Buyer that the Products or Services infringe the patent, copyright or other rights subsisting in Singapore of any third party, the Supplier shall indemnify the Buyer against all losses, damages, costs and expenses awarded against, or incurred by, the Buyer in connection with the claim or paid, or agreed to be paid, by the Buyer in settlement of the claim provided that: (i) the Supplier is given full control of any proceedings or negotiations in connection with any such claim; (ii) the Buyer shall give the Supplier all reasonable assistance for the purposes of any such proceedings or negotiations; (iii) except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Supplier; (iv) the Buyer shall do nothing which would or might vitiate any insurance policy or cover which the Buyer may have in relation to such infringement and shall use its best endeavours to recover any sums due there under and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover; (v) the Supplier shall be entitled to the benefit of, and the Buyer shall accordingly account to the Supplier for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and (vi) without prejudice to any duty of the Buyer at common law, the Supplier shall be entitled to require the Buyer to take such steps as the Supplier may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Supplier is liable to indemnify the Buyer, which steps may include (at the Supplier’s option) accepting from the Supplier non-infringing, modified or replacement Products or Services.
The Supplier shall have no obligation or liability insofar as the infringement arises from (i) any additions or modifications made to the Products and/or Services in question, otherwise than by the Supplier or with its prior written consent; (ii) any information provided by the Buyer to the Supplier including without limitation any specification; (iii) performance by the Supplier of any work required to any Products, or performance of any Services, in compliance with the Buyer's requirements or specification; (iv) a combination with or an addition to equipment not manufactured or developed by the Supplier; or (v) the use of Products beyond that scope established by the Supplier or approved in writing by the Supplier.
Without prejudice, this section states the entire liability of the Supplier and the exclusive remedy of the Buyer with respect to any alleged infringement of intellectual property rights belonging to a third party arising out of or in connection with the performance of any Contract. This section shall be subject to the limits of liability in 11.
Force Majeure
Notwithstanding anything to the contrary in these Conditions, the Supplier shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of Products or Services being prevented, delayed or rendered uneconomic by reason of circumstances or events beyond the Supplier's reasonable control. If due to such circumstances or events the Supplier has insufficient stocks to meet all its commitments the Supplier may apportion available stocks between its customers at its sole discretion.
Confidential Information
Each party undertakes to keep confidential, not use for its own purposes and not without the prior written consent of the other party disclose to any third party, any information of a confidential nature belonging or relating to the other party which may become known to it unless such information is or becomes public knowledge (other than by breach of this Section) or is required to be disclosed by order of a competent authority.
Cancellation, Rescheduling and Termination
Orders for Products accepted by the Supplier may be cancelled or rescheduled by the Buyer only with the written consent of the Supplier (which consent the Supplier may withhold for any reason) and the Buyer shall indemnify the Supplier against the cost of all labour and materials used in connection with the order so cancelled or varied and against all loss, damage cost, charges and expenses suffered or incurred by the Supplier as a result of that cancellation or variation.
Contracts for Services shall commence on the commencement date identified in the relevant Proposal and, subject to earlier termination in accordance with below, shall continue in force for the initial term as prescribed in such Proposal and thereafter for any renewal period (if any) set out in the Proposal and thereafter without limit of period unless or until terminated by either party in accordance below.
Without prejudice, either party may terminate a Contract for Services by giving ninety days (90) written notice to the other party.
Either party may terminate a Contract for Services immediately at any time by written notice to the other party if the other party commits a material breach of the Contract for Services which is incapable of remedy or which it fails to remedy within thirty days (30) of receiving written notice requiring it to be remedied.
Upon termination or expiry of any Contract for Services, each party shall, except to the extent permitted or required to exercise of perform its continuing rights, or obligations hereunder, return to the other party all property of the other party then in its possession, custody or control and shall not retain any copies of the same.
Termination of any Contract in accordance with these Conditions shall not affect the accrued rights or liabilities of the parties at the date of termination.
Insolvency of the Buyer
If (i) the Buyer becomes insolvent, has a receiver, administrative receiver, administrator or manager appointed of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt or an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction) or carries out or undergoes any analogous act or proceedings under an applicable foreign law; or (ii) the Buyer ceases, or threatens to cease to carry on business then, without prejudice to any other right or remedy available to the Supplier, the Supplier may treat any Contract as repudiated and/or withhold any further supply of Products and/or Services without any liability to the Buyer and, if any Products and/or Services have been supplied but not paid for, the price or fees shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
Hiring of TRAQuE Personnel
Buyer agrees to pay supplier S$50,000.00/employee if buyer .hires supplier’s project personnel within one year of concluding TRAQuE’s projects at buyer’s company or subsidiary. TRAQuE project personnel are strictly prohibited from working for another consulting company at Buyer or its subsidiaries for one year after concluding Buyer’s projects.
Rental Conditions
The minimum rental period is one week.
The customer agrees that TRAQuE is not responsible for the installation of the equipment unless otherwise quoted in a written agreement.
Together with the instrument, the customer will receive a detailed check list with all items which will be delivered. This list has to be used for immediate checking of the shipment. Before the units will be returned to TRAQuE use this list to send back all equipment delivered. Any items not returned to TRAQuE will be invoiced at cost and handling charges.
TRAQuE shall use the original purchase order number for any additional invoices beyond this quotation.
The equipment must be returned in its original packing containers or cases.
The customer agrees to insure the risk of loss or damage to the equipment while the equipment is at the customer’s facility. Insurance details to be provided by the customer on request.
The customer agrees to exercise due care in the placement, use, maintenance, storage, and accessibility of the equipment at their facility so as to ensure its safety and proper functioning.
The customer will return the equipment at the end of the rental period in good condition with no excessive wear and tear.
The customer will be responsible for all charges incurred by TRAQuE to service and repair the instrument to any excess wear and tear. Excess wear and tear includes, among other things, but is not limited to 1) physical damage, broken, or missing parts or accessories, 2) missing Manuals or Software; 3) the instrument does not work as represented, or if the instrument is materially unsatisfactory for any other reason.
General
These Conditions and any Contract shall be governed by the laws of Singapore. The rules of the Vienna Convention on Contracts for the International Sale of Goods are hereby expressly excluded. If any dispute arises out of or in connection with these Conditions or any Contract, the parties shall seek to resolve the dispute amicably by using an alternative dispute resolution (“ADR”) procedure acceptable to both parties. No party may commence any court proceedings arising out of any dispute in relation to these Conditions or any Contract until it has attempted to settle the dispute by ADR and either the ADR procedure has terminated or the other party has failed to participate in the ADR procedure. In the event that any party resorts to litigation, each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of Singapore over any claim or dispute arising out of or in connection with these Conditions or any Contract but the Supplier shall be entitled to bring a claim against the Buyer in any court of competent jurisdiction. Nothing in this section shall prevent any party from having recourse to a court of competent jurisdiction for the sole purpose of seeking a preliminary injunction or such other provisional judicial relief as it considers necessary.
Failure by the Supplier to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bear the exercise or enforcement thereof any time or times thereafter.
If any provision or part of a provision of these Conditions is or is held by any court of competent jurisdiction to be unenforceable or invalid, such unenforceability or invalidity shall not affect the enforceability of any other provision.
The Buyer may not assign, transfer or otherwise dispose of all or any of its rights or delegate any of its obligations there under, in whole or in part, without the prior written consent of the Supplier.
These Conditions and the relevant Contract constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or implied from anything said or written in negotiations between the parties prior to the date of any Contract except as expressly stated in that Contract. The Buyer shall not have any remedy in respect of any untrue statement made by the Supplier upon which the Buyer relied in entering into a Contract (unless such untrue statement was made fraudulently or was as to a fundamental matter including a matter fundamental to the Supplier’s ability to perform its obligations under the Contract) and the Buyer’s only remedies shall be for breach of contract as provided for in these Conditions. Misrepresentations as to fundamental matters shall be subject to the terms of 12.
Variation to any Contract must be in writing and signed by the authorised representatives of the parties.
All notices given under these Conditions shall be sent to the address of the other party set forth in the quotation or to such other address as such party may designate from time to time by such notice. Notice shall be regarded as properly given if sent in writing and shall be deemed to have been served on delivery if sent by hand, 2 days after dispatched if sent by post, and on confirmation of transmission if sent by facsimile.
The Singapore Contracts (Rights of Third Parties) Act Cap 53b (the “Act”) shall not apply to any Contract and no person who is not a party to a Contract shall have or acquire any right to enforce any term of it pursuant to the Act.
