SEALXPERT PRODUCTS PTE LTD

1. DEFINITIONS

In this document the following words shall have the following meanings:

1.1. “Agreement” means these Terms and Conditions together with the terms of any applicable Specification Document;

1.2. “Supplier” means SealXpert Products Pte Ltd, 53 Ubi Ave 1, #05-25 Paya Ubi Industrial Park, Singapore 408934 ;

1.3. “Agent” means both the direct sales and channel sales networks (agents, resellers, distributors, etc.) of “Supplier” ;

1.4. “Customer” means the organisation or person who purchases goods from the Supplier;

1.5. “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world’s enforceable;

1.6. “Specification Document” means a statement of work, quotation or other similar document describing the goods provided by the Supplier.

1.7. “Goods” shall mean all SealXpert brand of products including “SealXpert”, “Brightmax”, etc.

2. GENERAL

2.1. These Terms and Conditions shall apply to all contracts for the supply of goods by the Supplier to the Customer.

2.2. Before the commencement of the supply of goods the Supplier shall submit to the Customer a Specification Document which shall specify the goods to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions.

2.3. The Supplier shall use all reasonable endeavours to complete the supply of goods within estimated time frames but time shall not be of the essence in the performance of any goods and services.

3. PRICE AND PAYMENT

3.1. The price for the supply of goods are as set out in the Specification Document. The price includes the Supplier’s standard packaging existing as of the date of shipment.

3.2. The Customer shall pay the Supplier the full Price of each Purchase Order. Unless otherwise agreed to by the Supplier in writing at the time of acceptance of the Purchase Order, all payments for the goods purchased by the Customer shall be advance payments. Any amounts owed to the Supplier in connection with the goods, including without limitation, any costs the Supplier incurs on Customer’s behalf for shipping, freight, insurance, and duties and all other amounts due to the Supplier shall be paid in full by the Customer in the same manner as the Price. The Supplier shall be entitled to charge a late payment interest of 2% above the base lending rate as quoted by DBS Bank.

4. ORDER

4.1. All Purchase Orders received are subject to acceptance in writing by the Supplier. Each Purchase Order is deemed to be an offer to purchase and when accepted whether in whole or in part shall form an agreement under these Terms and Conditions. All acceptances by the Supplier of Purchase Orders will be in the form of a written order confirmation (“Order Confirmation”) containing the accepted quantities of the goods, Price, delivery charges if any, and the estimated date of delivery.

4.2. Cancelled orders are subject to a cancellation charge of 50% of the invoice value; however, orders for special goods namely, goods customised according to customer specifications are not subject to cancellations.

5. DELIVERY & TRANSPORT

5.1. Unless otherwise expressly agreed to by the Supplier in writing, all goods will be delivered Ex-Works, and delivery shall be constituted by a notice (“Packing List”) issued by the Supplier to the Customer informing the Customer that the goods are ready and available for shipment or transportation at the Supplier’s premises. If the Customer fails to accept the goods or fails to take delivery of the goods within 7 business days of the date of the Packing List, Customer will be liable for storage charges at a rate as may from time to time be charged by the Supplier. The Supplier may also arrange for storage with third parties and the Customer will be liable for storage charges charged by the third party.

5.2. At the request of a Customer, the Supplier may in its sole discretion agree to make transport and insurance arrangements and the cost shall be borne by the Customer and if requested earlier by the Supplier, shall be paid in advance; otherwise, the cost of such transport and insurance arrangements shall be paid by the Customer at the time of payment of the Purchase Price of the goods. Unless otherwise agreed in writing the Supplier reserves the right to select the route and mode of transportation and the Supplier shall not be bound to select any route whether the same be regarded as cheapest or quickest of all given possibilities.

5.3. The date of delivery specified by the Supplier is based upon best information available at the time of quotation. The Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods. Where the Customer is unable or unwilling to accept delivery, or where the Customer has failed to make any advance payments, the Supplier shall be entitled to, at the discretion of the Supplier terminate the sale of the goods to the Customer, seek an alternative customer for the goods and recover from the Customer any costs, including storage and transport, as well as any loss resulting from the sale.

5.4. All risk in the goods shall pass to the Customer upon delivery.

6. TITLE

Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods.

7. CUSTOMER’S OBLIGATIONS

7.1. To enable the Supplier to perform its obligations under this Agreement the Customer shall :

7.1.1. co-operate with the Supplier;
7.1.2. provide the Supplier with any information reasonably required by the Supplier;
7.1.3. obtain all necessary permissions and consents which may be required before the commencement of the services; and
7.1.4. comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.

7.2. The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 7.1.

7.3. Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the goods agreed to in the Specification Document, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than 5 business days written notice the full amount of the goods contracted for as set out in the Specification Document, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the goods and subject to the payment of the damages set out in this Clause.

7.4. In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and :

7.4.1. the Supplier shall have no liability in respect of any delay to the completion of any project;
7.4.2. if applicable, the timetable for the project will be modified accordingly;
7.4.3. the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.

8. INSPECTION OF GOODS

The Customer shall be allowed a period of 5 business days (“Inspection Period”) from the date of delivery to notify the Supplier in writing of any damage to the goods which are discernable by a visual inspection of the goods. Where a notice is issued by the Customer and the Supplier agrees with the assessment made in such notice the Supplier shall in its discretion replace the damage goods or refund or credit the Price, provided that the damage to the goods shall not apply to any defect in the goods which has been subjected to misuse, mishandling, storage in a manner inconsistent with good labelling, neglect, modification, or unusual physical or chemical stress after delivery.
In the event no notice is issued by the Customer within the Inspection Period, the goods shall be deemed to be in all respects in accordance to the Specification Document.

9. RETURNED GOODS

No returns for credit will be allowed without the Supplier prior written permission. Only unused active items, non-obsolete in current demand will be considered by the Supplier for return for credit. Credit will be based upon prices of goods in effect at time of return or time of invoicing. However, the Supplier reserves the right to impose a minimum value on returned goods which is subject to handling, re-inspection and any additional expense incurred in restoring goods to saleable condition, as determined by our inspection and including all shipping and logistics charges incurred in the return.

10. WARRANTY

10.1. The Supplier warrants that as from the date of manufacture for a period of 12 months the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials. Any additional warranties described in the specification document are manufacturers warranty only.

10.2. Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods to be provided by the Supplier.

11. INDEMNIFICATION

At the point of Goods purchase, the Customer shall NOT indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any goods provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.

Supplier’s only obligation shall be to replace such quantity of products proven to be defectives. Responsibility of the Supplier and the Agent is limited to replacement of the product only. Customer is to ensure that products are applied in accordance to recommendations. Neither Supplier nor its Agents shall be liable for any injury, loss nor damage, direct or consequential, arising out of the use of or inability to use the products.

12. LIMITATION OF LIABILITY

12.1. The entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.

12.2. In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.

12.3. Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.

13. INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.

14. FORCE MAJEURE (Grounds for relief)

The following circumstances shall be considered as grounds for relief if they impede the performance of this Agreement or makes performance unreasonably onerous: industrial disputes and any other circumstance beyond the control of the parties such as fire, war, mobilization or military call up of a comparable scope, requisition, seizure, currency restrictions, insurrection and civil commotion, shortage of transport, general shortage of materials, restrictions in the use of power and defects or delays in deliveries by sub-contractors caused by any such circumstance as referred to in this Clause. The above described circumstances shall constitute grounds for relief only if their effect on the performance of this Agreement could not be foreseen at the time of formation of this Agreement.

15. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of Singapore and the parties hereby submit to the exclusive jurisdiction of the Courts of Singapore.

Last Updated : 3 April 2020