Terms & Conditions    

WANGI INDUSTRIAL CO.PTE LTD of
29 UBI ROAD 4, SINGAPORE 408619, GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS AND THE PROVISION OF SERVICES

Definitions
For the purpose of these terms and conditions:
"the Seller" shall mean Wangi Industrial Co. Pte. Ltd.;
"the Buyer" shall mean the party who buys or agrees to buy the Goods;
"the Goods" shall mean the items supplied under the contract of sale by the Seller, including its own products and those supplied by the Seller as an agent or distributor.

Acceptance of Orders
All orders placed by Buyer are subject to acceptance by the Seller. Any purchase order or other form or method used by Buyer to order the Products shall be used for convenience only and shall evidence Buyer’s unconditional acceptance of these Terms. Any terms and conditions contained in Buyer’s purchase order which are inconsistent with, or in addition to, these Terms, shall not be binding upon the seller unless, and until, the Seller agrees to any such terms, in writing, signed by an authorized representative of the Seller. These Terms cannot be modified or waived except by written agreement executed by an authorized representative of the Seller.

Variation
No variation of or additions to these conditions shall be effective unless in writing and signed for and on behalf of the Seller. Such written variation shall take precedence over any conflicting terms contained herein.

Price

  1. Unless otherwise agreed to by the Seller and purchase in writing, the price to be paid by purchase shall be the price as set forth on the Seller’s price and delivery quotation
  2. The contract price of the Goods and all other costs associated with the contract and payable by the Buyer are subject to GST at the current rate and to the regulations for the same that are in force during the term of the contract.

Delivery/Collection

  1. Time and dates of delivery shall not be of the essence of the contract and the Seller shall not be liable for any loss, expenses, damage or claim whatsoever and howsoever arising, resulting from any delay in delivery however such delay is caused.
  2. Subject to (a) above the Seller shall deliver Goods to the site or such other place by such date for delivery as agreed by the parties.
  3. If the contract provides for the Goods to be collected by or on behalf of the Buyer the Seller shall give the Buyer notice of the date when and the place where the Goods will be ready for collection and delivery shall be deemed to take place upon the date and at the place so notified.
  4. Without prejudice to the foregoing if the buyer fails to collect the Goods from the Seller's premises within 14 days after receiving notification from the Seller that the same are ready for collection then any loss or damage to or deterioration in the Goods thereafter shall be at the sole risk of the Buyer who shall further reimburse the Seller any extra expense or cost incurred by it in consequence of such failure together with a reasonable charge in respect of storage and insurance of the Goods from the date upon which they should have been collected until the date of actual collection. The Seller may issue an invoice for the Goods on the date upon which the Goods should have been collected and payment of such invoice shall be due in accordance with Condition 14 hereof.
  5. If the contract provides for the Seller to consign the Goods to a Singapore destination the delivery shall be deemed to take place when the Goods are handed over at the agreed destination.
  6. If the contract provides for the Seller to consign the Goods to a destination outside Singapore then delivery shall take place as has been agreed between the parties.
  7. Should the contractual delivery date be delayed or postponed at the Buyer's request or the Buyer otherwise fails to take delivery on the due date for delivery the Seller may issue an invoice for the Goods as if such delivery date had not been delayed or postponed and payment of such invoice shall be due in accordance with Condition 14 hereof. In such case the Goods shall be deemed for all purposes (including warranty) as being delivered by the Seller to the Buyer on the date originally agreed for delivery and any loss or damage to or deterioration in the Goods thereafter shall be at the sole risk of the Buyer who shall further reimburse the Seller any extra expense or cost incurred by it in consequence of such failure together with a reasonable charge in respect of the storage and insurance of the Goods from the date originally agreed for delivery until the date of actual delivery.
  8. In the case of Goods consigned by the Seller to a Singapore destination the Buyer shall provide safe means of access to the place of delivery and all means necessary to unload the Goods and shall be responsible for unloading the Goods, The Buyer shall reimburse the Seller any extra expense or cost incurred by it in consequence of any default hereunder on the part of the Buyer.
  9. If the Goods or any part thereof consigned by the Seller to a Singapore destination are received in a damaged condition or if any part of the consignment is not received the Buyer shall advise the Seller within 24 hours of receipt of the Goods or other part thereof and shall confirm the same to the Seller in writing within 3 days of such receipt otherwise the Seller will accept no responsibility for such damage or loss.
  10. If within 28 days of receipt by the Buyer of notice from the Seller that the Goods have been dispatched no part thereof has been received by the buyer then the latter shall immediately advise the Seller and confirm the same to the Seller within 3 days thereafter otherwise the Seller will accept no responsibility for any loss of the Goods.

Risk
All risk in the Goods whatsoever shall pass to the Buyer on delivery.

Title

  1. Goods supplied by the Seller shall remain the sole and absolute property of the Seller until such time as:
    • the Goods have been paid for in full; and
    • all other monies due to the Seller from the Buyer have been paid to the Seller but shall be at the Buyer's risk from the time of delivery to it and the Seller shall:
      • until the Goods are paid for or returned to the Seller be responsible for and adequately insure the Goods in the name of and for the benefit of the Seller against loss or damage arising from any cause whatsoever in their full replacement value and shall produce to the Seller on demand the policies of such insurance and the receipts for the premiums paid thereon;
      • keep the Goods separate from all property of other persons in an area set aside for such purpose and stored in accordance with recommendations made from time to time by the Seller;
      • at all times keep a separate account of the Goods and supply to the Seller upon request full details of the Goods or any part thereof including details of any part of the Goods which has been utilized or sold by the Buyer, its servants or agents;
      • hold the entire proceeds of sale of the Goods or any part thereof which are used or sold by the Buyer in trust for the Seller.
  2. The Buyer acknowledges that it is in possession of the Goods as bailee and in a fiduciary capacity for the Seller until such time as the said items are paid for in full by the Buyer.
  3. The Buyer grants the Seller an irrevocable license to enter at any time any vehicles or premises owned or occupied by the Buyer or in its possession for the purpose of repossessing and removing any Goods the property in which has remained with the Seller under this Condition 11.

Inspection and Testing

  1. Any tests of the Goods or any part thereof undertaken by the Seller at the request or on the instructions of the Buyer shall be at the expense of the latter who shall reimburse the Seller the cost thereof at the same time and upon the same terms as payment of the contract price.
  2. Without prejudice to the foregoing if the Buyer requires any such test to be witnessed by him or by any representative of his then the Seller will give to the Buyer reasonable notice in writing of the date and place thereof. If the Buyer or his representative fails to attend the same on the date and at the place so notified the Buyer shall not be entitled to take any exception to the method, nature, extent, or results thereof and shall be bound by such results and shall reimburse the Seller with the costs of such test.

Packaging
Goods to be delivered by the Seller whether in or outside Singapore will be packed in a manner suitable for the protection of the Goods under normal transport conditions and for dry indoor storage for up to 1 month from the date of such delivery provided that the packaging is not damaged or disturbed. Goods to be delivered outside Singapore may be packed in some other manner agreed in writing between the parties and will be at the extra cost of the Buyer payable at the same time and in the same manner as the contract price. All packing will be non-returnable and disposal of such packing in accordance with any regulations or requirements in force at the time of and following delivery will be the sole responsibility of the Buyer.

Payment

  1. Unless otherwise provided for in the contract the Buyer shall pay the contract price of the Goods and any other costs, charges or expenses provided for by these conditions forthwith upon delivery of the Goods, or for approved credit accounts with the Seller within 30 days from the date of the invoice. Any payment not settled by the end of the month following the month in which delivery is made will be liable to a surcharge of 2.5% of the invoice value for every month in which the payment is overdue.
  2. The Buyer shall not be entitled to make deduction from any amount due to the Seller in respect of any set-off or counter-claim unless both the validity and the amount thereof have been expressly admitted in writing by the Seller.
  3. Without prejudice to any other rights, failure to pay the contract price of the Goods or part thereof or other monies payable by the Buyer to the Seller will also entitle the Seller at its sole discretion either to refuse to make delivery of any further goods agreed to be supplied or to cancel any contract to which these conditions apply, either in whole or in part, by notice in writing to the Buyer and without incurring any liability to the Buyer for any loss caused by such delay or cancellation.
  4. The contract price of the Goods and other monies payable by the Buyer to the Seller shall become immediately due and payable in the event that the Buyer goes into liquidation or administration or a receiver of its assets or any part thereof is appointed or any petition is presented for its winding-up or it enters into any scheme of arrangements with its creditors.
  5. All amounts payable to the Seller are payable in pounds sterling unless otherwise agreed by the Seller.

Cancellation
No order which has been placed with the Seller may be cancelled by the Buyer except with the agreement, in writing, of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss, costs (including the cost of all labor and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

Warranty

  1. The Seller warrants the Goods against defective material or workmanship for a period of 6 months from the date on which the Goods are ready for delivery or the date of invoice whichever is the earlier.
  2. Subject as hereinafter set out the Seller will repair or replace as it shall in its sole discretion think fit any part of the Goods which has been supplied by it which proves to be defective within a period of 6 months from the date on which the Goods are ready for delivery or the date of invoice whichever is the earlier.
  3. The Seller shall not be liable to repair or replace any part of the Goods unless and until it is satisfied that the Goods have since delivery been used, installed, operated and maintained in accordance with good engineering practice and/or any instructions or advice given by the Seller and that any such defect is not attributable to misuse or misapplication or to improper or inadequate storage of the Goods or any part thereof or storage thereof for more than 3 months.
  4. Further the Seller shall incur no liability as aforesaid unless the Buyer returns any defective Goods within 21 days of any defect becoming patent and unless the Buyer provides the Seller promptly with all information concerning the Goods, such defect and the use, installation, operation, maintenance and storage thereof since their delivery as the Seller may reasonably require.
  5. The cost of removing or dismantling any defective part to be replaced under this warranty, its carriage to the Seller’s premises and its reinstallation shall be borne by the Buyer.
  6. The cost of non-express carriage in Singapore of the repaired or replacement back to the Buyer for reinstallation where the Seller has accepted liability to repair or replace under this warranty shall be borne by the Seller.
  7. Any spare part supplied by the Seller to the Buyer under the warranty shall be warranted for the unexpired period of the warranty or 3 months from delivery whichever period is the longer.
  8. Any spare part supplied by the Seller to the Buyer outside the warranty period shall be warranted for 3 months from delivery or invoice whichever is the earlier.
  9. Save as aforesaid the Seller shall be under no liability to the Buyer in respect of the Buyer description, quality or fitness for any purpose of the Goods and all terms, conditions and warranties in respect of such description, quality or fitness whether statutory or otherwise and whether expressed or implied are hereby excluded.
  10. Liability is expressly excluded in respect of any defect which may occur in any prior installation to which the Seller's equipment may be connected; and/or any defect to the extent that this is caused by incorrect installation or maintenance of the Goods; and/or any indirect or consequential loss (including, without limitation, loss of production, loss of profit or liability to third parties) suffered or incurred by the Buyer or others.
  11. In no event shall Buyer be entitled to assert a claim for breach of the aforesaid warranty unless Buyer has fulfilled all of its contractual obligations, or if Buyer, or a third party acting on its behalf, modifies or alters the goods in any manner, or Buyer fails to minimize the effect of the breach of warranty or to allow the Seller the timely opportunity to remedy any such breach.

Indemnity
The Buyer shall indemnify the Seller in respect of any loss, injury, damage expense or claim of whatsoever nature and howsoever arising out of the contract or the Goods or their storage, installation, use, operation or maintenance save where the same is caused solely by the negligence of the Seller

Determination
If the Seller is prevented from performing the contract by any cause beyond its control whatsoever and whosesoever arising then it may by notice in writing to the Buyer determine this contract and upon receipt thereof by the Buyer the same shall forthwith determine. In such event the Buyer shall pay to the Seller all reasonable costs incurred by it up to the date of the said notice and about its partial and/or attempted performance of its obligations hereunder but subject thereto neither the Seller nor the Buyer shall be under any other liability to the other in connection with the contract.

Severability
Insofar as any provision of this contract or any part thereof shall be found or deemed void, voidable, invalid, ineffective or unenforceable, such defect shall not affect the remainder of the contract which shall be construed as if the defective part or parts had been excluded therefrom at the time when the contract was entered into.

Notice
Where under any terms and conditions contained herein notice is required to be given by either party to the other such provision shall be satisfied by a written, typed notice signed by the person authorized by the relevant party and transmitted either by post or facsimile to the Registered Office of such party where it is a Seller and to the address notified to the Seller where the Buyer is unincorporated.

Governing Law
The contract shall be governed by Singapore Law and shall be construed in all respects as an English contract.

Statutory Rights
Nothing in these conditions shall effect the statutory rights of any person dealing with the Seller as a consumer