Terms and Conditions
1. Sales Terms
These General Terms and Conditions of Sale (“General Sale Terms”) govern the terms of sale of any Products by OMS Electric (S) Pte Ltd (the “Company”) to a Purchaser named in the Order Confirmation. These General Sale Terms apply to all subsequent transactions made between the Company and the Purchaser even if no further reference is made to them in subsequent transactions.
“Products” shall mean goods supplied and sold by the Company. Where no such Schedule is attached the Products supplied shall be as described and confirmed in the Order Confirmation issued by the Company.
2. Packaging & Delivery
Packaging: The Prices include the Company’s standard packaging existing as of the date of shipment. If the Purchaser requests and the Company agrees to provide non-standard packaging, the Purchaser shall pay the Company an additional fee for such packaging in accordance with the Company’s then existing pricing policies. If the Purchaser has requested that non-standard packaging be used and has provided specifications, designed and/or materials for such non-standard packaging, the Purchaser shall fully indemnify and hold the Company harmless from all losses, expenses, costs and liabilities (including without limitation attorney’s fees) arising from any claim that the non-standard packaging, as a result of such specifications, designs and/or materials, infringes the rights of any third party or the laws of any jurisdiction. Purchaser shall not have any right to set off or withhold any amounts due to the Company hereunder arising out of, or based upon, any counterclaim, breach of contract, tort or other action against the Company.
Delivery: Unless otherwise expressly agreed to by the Company in writing, all Products will be delivered Ex-Works, and delivery shall be constituted by a notice (“Delivery Notice”) issued by the Company to the Purchaser informing the Purchaser that the Products are ready and available for shipment or transportation at the Company’s premises.
If the Purchaser fails to accept the Products or fails to take delivery of the Products within 7 days of the date of the Delivery Notice, Purchaser will be liable for storage charges at a rate as may from time to time be charges by the Company. The Company may also arrange for storage with third parties and the Purchaser will be liable for storage charges charged by the third party.
Delivery Date: The Company will make all reasonable efforts to conform to delivery by the Target Date as specified in the Order Confirmation. If no Target Date is specified in the Order Confirmation, then the Products shall be delivered by such date as may be notified subsequently by the Company. In no event will the Company be responsible for any delays resulting from events of Force Majeure more particularly described in Section 6.
Where the Purchaser is unable or unwilling to accept delivery, or where the Purchaser has failed to make any advance payments or provide a letter of credit required in respect of Products ordered, the Company shall be entitled to, at the discretion of the Company terminate the sale of the Products to the Purchaser, seek an alternative purchaser for the Products and recover from the Purchaser any costs, including storage and transport, as well as any loss resulting from the sale.
Delivery Charges: For local orders* below SGD250.00, delivery charges is at a flat rate of SGD 25.00/order.
(*)Additional surcharge will applies for delivery to addresses in Tuas, Shipyard, Sentosa, securied site, Central Business District and no lift landing. Please check with Sales on additional cost.
3. Inspection of Products
Inspection: The Purchaser shall be allowed a period of 3 business days (“Inspection Period”) from the date of delivery to notify the Company in writing of any damage or defects to the Products which are discernible by a visual inspection of the Products. Where a notice is issued by the Purchaser and the Company agrees with the assessment made in such notice the Company shall in its discretion replace the defective Product or refund or credit the Price provided that the Products which has been subjected to misuse, mishandling, storage in a manner inconsistent with Product labelling, neglect, modification, or unusual physical or chemical stress after delivery.
In the event no notice is issued by the Purchaser within the Inspection Period, the Products shall be deemed to be in all respects in accordance herewith save for any latent defects.
4. Price & Payment
Prices: The Company shall sell the Products to the Purchaser at the Prices set forth against the Product in the Price listed in the website. Prices are variable and may be varied at any time by the Company.
Payment Terms: The Purchaser shall pay the Company the full Price of each Order net of any withholding and other taxes.
5. Warranty and Disclaimer
Warranty: The Company warrants that the Product delivered to the Purchaser shall be consistent with the description and specifications for such of the Products that the Company may supply to the Purchaser from time to time, as in effect at the time of shipment.
Limitation of Warranties: The foregoing warranty is in lieu of all other warranties or obligations, express or implied and the Company hereby disclaims all implied warranties including without limitation the warranties of merchantability and fitness for a particular purpose and non infringement of any intellectual property rights of any third party.
Remedies and Limitation. Subject to written notice being given within the Inspection Period as stipulated in Section 3, the Company shall replace or, at the Company’s option, refund the Price or credit (against the Price of future purchases of the Products) the Price of any of the Products that does not comply with the warranty set forth. At the Company’s request and expense, Purchaser shall return any Product to be replaced or for which the Price is to be refunded or credited. The Company’s obligation to replace any of the Products which may be defective or refund or credit the Price pursuant to this Section shall not apply to any of the Products that has been subjected to misuse, mishandling, and storage in a manner inconsistent with the Product’s labelling, neglect, modification, or unusual physical or chemical stress after delivery.
Limitation of Remedies and Liability. The Purchaser’s sole and exclusive remedy for any defective Products including any claim by third parties made against the Purchaser shall be a refund or a credit or a replacement. In no event shall the Company be liable for the cost of any substitute goods or for any loss of profits or for any other special or consequential, direct or indirect, damages, howsoever caused, even if the Company has been advised as to the possibility of such damages. To the full extent permitted by law, the Purchaser waives, for itself and for any of its own customers or end users of the Products, all rights and remedies against the Company, whether in contract or in tort or otherwise, not provided for in these General Sale Terms.
6. General Provisions
Non-assignment: The Purchaser may not assign, transfer, or sell its rights hereunder, or delegate its duties hereunder, to any person including any Associates (as defined below) of the Purchaser, without the prior written consent of the Company, which may be granted or withheld in sole discretion of the Company. A transfer of a controlling interest in the Purchaser shall constitute an assignment. Any purported assignment without the Company’s consent shall be void and shall constitute a material breach of these General Sale Terms.
Entire Agreement; Modification: These General Sale Terms and, if applicable, the Purchase and Distribution Agreement and the Distributorship Terms, contain the entire and final agreement between the parties. No modification of any of its provisions, or any future representation, promise, or addition, shall be binding upon the parties unless made in writing and signed by both parties.
Waiver: A waiver of any obligation the Purchaser has under these General Sale Terms shall be effective only if in writing signed by the Company. Any waiver shall not affect the Company’s right to require strict compliance with these General Sale Terms in the future.
Indemnification: The Purchaser shall defend, indemnify and hold harmless the Company, its affiliates and each of their respective shareholders, officers, directors, agents, and employees from any claims, demands, loss, damage, liability, or expense, including attorney fees and costs (however incurred, including at trial, on appeal, and on any petition for review), arising out of the acts or omissions of Purchaser or its affiliates, agents, sub-distributors or employees or agents or any breach by the Purchaser of any provisions or representations contained herein.
Notices: Every notice by one party to the other party shall be in writing and shall be delivered to the addresses set out herein or such other addresses as may be subsequently notified in writing by the other party. Any notice shall be delivered by mail, postage prepaid return receipt requested, post office certified mail, or by courier service. The date of delivery shall be the date on which such notice is actually received by the party to which it was addressed; provided that in case a party fails to notify the change of address or refuses to accept the delivery or is unable to accept the delivery for other causes, any such notice shall be deemed to have been received by the party to which it was addressed on the next date when the mail or courier delivery was deposited.
Governing Law: These General Sale Terms shall be governed by the laws of Singapore.
Currency. All amounts payable under these General Sale Terms shall be paid in Singapore Dollars unless otherwise agreed in writing.
Arbitration: In the event of any dispute arising out of or relating to these General Sale Terms, the parties shall use their best efforts to resolve it amicably by negotiation. Any dispute, which cannot be so resolved, shall be submitted to arbitration and the arbitration proceeding shall be conducted in accordance with the rules of Singapore International Arbitration Centre. The arbitrators shall have the power to rule on their own jurisdiction and on the validity of these General Sale Terms to arbitrate, and their award shall be final and binding, and shall be enforceable in any court of competent jurisdiction. The arbitration proceedings shall be conducted in Singapore.
Force Majeure: Neither party shall be liable for any delay or default in performing its obligations (other than payment obligations and the Purchaser’s obligations to obtain regulatory approval for import and sale of the Products) if such default or delay is caused by any event beyond the reasonable control of such party, including, but not limited to, acts of nature, war or insurrection, civil commotion, destruction of production facilities or materials by earthquake, fire, storm or flood, labour disturbances or strikes, epidemic, materials shortages, equipment malfunction or other similar event. The party suffering such cause shall immediately notify the other party of the cause and the expected duration of such cause. If either party's performance is delayed by more than 60 days pursuant to this Section 9(k), the other party may immediately terminate these General Sale Terms by written notice given before the affected party resumes performance.
Associates: Any breach or violation of any term of these General Sale Terms by any Associates of the Purchaser or of any sub-distributor or agent authorized in accordance with these General Sale Terms shall be deemed to be a breach or a violation by the Purchaser. An "Associate" is (i) a director or officer of the Purchaser; or (ii) a person or entity controlling, controlled by, or under common control with the Purchaser and their directors and officers; or (iii) a person or entity related to or in which the directors and officers referred to in (i) or (ii) have substantial interest.
Restriction in Sale: The Purchaser acknowledges that the Products sold to the Purchaser are marked and labelled country specific. The Purchaser undertakes that the Purchaser will not onward sell the Products to any party whom the Purchaser knows or reasonably ought to have known intend to resell the Products outside of the territory of Singapore. The Purchaser also undertakes to procure from the buyer of the Products an undertaking similar to this undertaking. The Purchaser agrees that this undertaking is given for the benefit of all related companies of the Company.
Company’s Remedies: The Company’s exercise of any of its rights and remedies under these General Sale Terms or at law following the Purchaser’s breach shall not be the exclusive rights or remedies of the Company and shall in no way limit the Company’s additional rights or remedies available to it under these General Sale Terms or law. Without limiting the foregoing, in the event of a breach by the Purchaser of any of its obligations under these General Sale Terms, the Company may, upon notice to Purchaser and as determined in the Company’s sole discretion, terminate these General Sale Terms in its entirety or in part or suspend the Company’s performance under these General Sale Terms.