ISEMS GLOBAL PTE LTD TERMS AND CONDITIONS OF QUOTATION AND SALE (“QUOTATION”)
(Version: v1 – 1 September 2020)
Unless previously withdrawn, this Quotation is open for acceptance within the period stated therein or, when no period is so stated, within thirty days after its date.
Prices are firm for delivery within the period stated in this Quotation and are exclusive of (a) Goods & Services Tax, (b) Value Added Tax and (c) any similar and other taxes, duties, levies or other like charges arising in connection with the performance of the Quotation. Payment terms are net thirty (30) days from the date of the invoice issued by ISEMS Global unless specifically indicated otherwise under the Special Instruction. Any payments not made within thirty (30) or the number of agreed days as the case may be, of the date of the invoice shall be subject to a late payment charge of 3% per month (compounded) on the unpaid balance of any amount then passed due.
The quoted purchase price may be increased to the extent that ISEMS Global's cost of the Goods may be increased as a result of (1) any agreements, codes, or legislative enactments made or enacted pursuant to national legislation; and (2) increase in the cost of labor or raw materials. In addition to paying the quoted purchase price, Buyer is solely liable for any excises, levies or taxes which ISEMS Global may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the Goods, and Buyer agrees to pay the amount thereof on the same terms as it shall pay the quoted purchase price.
ISEMS GLOBAL warrants that the Goods shall conform to the description stated on the main descriptive page thereof. THE FOREGOING WARRANTY IS ISEMS GLOBAL'S SOLE WARRANTY WITH RESPECT TO THE GOODS THAT ARE THE SUBJECT OF THE QUOTATION. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED. ISEMS GLOBAL'S LIABILITY FOR BREACH OF WARRANTY HEREUNDER IS LIMITED SOLELY TO THE REPLACEMENT OF THE DEFECTIVE GOODS THAT MAY ALSO SUBJECT TO ISEMS GLOBAL'S VENDORS’ WARRANTIES, WHICH SHALL BE RETURNED TO ISEMS GLOBAL'S FACILITY, TRANSPORTATION CHARGES PREPAID BY BUYER; AND THE FAILURE TO GIVE NOTICE OF A WARRANTY CLAIM WITHIN THIRTY (30) DAYS FROM DATE OF DELIVERY SHALL CONSTITUTE A WAIVER BY BORROWER OF ALL CLAIMS IN RESPECT TO SUCH GOODS. THE FOREGOING SHALL CONSTITUTE THE SOLE REMEDY OF BUYER AND THE SOLE LIABILITY OF ISEMS GLOBAL UNDER THIS WARRANTY.
ISEMS GLOBAL'S LIABILITY TO BUYER, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED IN ANY CASE THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY BUYER AND UNDER NO CIRCUMSTANCES SHALL ISEMS GLOBAL BE LIABLE FOR SPECIAL, IN DIRECT OR CONSEQUENTIAL DAMAGES. THE PRICE STATED FOR THE GOODS IS CONSIDERATION FOR LIMITING ISEMS GLOBAL'S LIABILITY. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS INVOICE MAY BE BROUGHT BY BUYER MORE THAN ONE (1) YEAR AFTER THE DATE OF THIS INVOICE. WITHOUT LIMITATION OF THE FOREGOING, IN NO EVENT WILL ISEMS GLOBAL BE RESPONSIBLE OR LIABLE FOR (A) PENALTIES OR PENALTY CLAUSES OF ANY DESCRIPTION, OR (B) INDEMNIFICATION OF BUYER OR OTHERS FOR COSTS, DAMAGES OR EXPENSES ARISING OUT OF OR RELATED TO THE GOODS.
Claims by Buyer for shortages or errors in delivery must be made within seven (7) days after the delivery of the goods. Goods are sold subject to the standard manufacturing practices of ISEMS Global's suppliers. Goods purchased on the basis of weight are subject to customary quantity variations recognized by practice in the industry.
No goods shall be returned for credit without first obtaining written consent from an executive officer of ISEMS Global.
Subject to clause 1 above, ISEMS Global shall only prepare the delivery and shipment of the Goods upon receipt of purchase order or documentation for confirmation of work from the Buyer that is in proper order accepted by ISEMS Global. Unless otherwise agreed in writing, sales are EXW ISEMS’ facility (delivery is ex works). ISEMS Global may deliver Goods in one or more consignment and invoice each consignment separately. Buyer shall assume all risk of loss or damage upon delivery by ISEMS Global to the carrier at the point of shipment. Scheduled dates of delivery are determined from the date of ISEMS Global's acceptance of any order or orders placed by Buyer and are estimates of approximate dates of delivery, not a guaranty of a particular date of delivery. ISEMS Global shall not be liable for any damages caused by failure or delay in shipping the Goods, if such failure or delay is due to any war, embargo, riot, fire, flood, accident, mill condition, strike or other labor difficulty, terrorism, an act of Buyer, an act of God, an act of a governmental authority, transportation shortage or failure, inability to obtain sufficient fuel, labor, materials or manufacturing facilities, or any other cause beyond the reasonable control of ISEMS Global.
Shipments, deliveries and performance of work by ISEMS Global shall at all times be subject to the approval of and requirements of the executive officer of ISEMS Global, including the requirement that Buyer pay part or all of the purchase price in advance. ISEMS Global retains a purchase money security interest (PMSI) in all Goods not paid for in full, notwithstanding that the Goods have been delivered to Buyer.
Orders accepted by ISEMS Global are subject to cancellation by Buyer only upon the express written consent of ISEMS Global. Upon such cancellation and consent, ISEMS Global shall cease work and hold for Buyer all completed and partially completed articles and work in progress and Buyer shall pay ISEMS Global: for all work and materials that have been committed to and/or identified to Buyer’s order plus a cancellation charge as prescribed by ISEMS Global, in addition to a reasonable profit to ISEMS Global on the entire contract.
In addition to the foregoing, Buyer agrees to save and hold ISEMS Global harmless from any claims, demands, liabilities, costs, expenses or judgments arising in whole or in part, directly or indirectly, out of the negligence or lack of care by Buyer or Buyer’s customers, agents, employees or invitees involving the use of the goods supplied by ISEMS Global. This indemnification shall include all costs, legal fees and other expenses paid or incurred by or imposed upon ISEMS Global in connection with the defense of any such claim.
In the case of default or breach by Buyer in the performance of any or all of the provisions of this agreement, ISEMS Global may cancel any outstanding order from Buyer and declare all obligations immediately due and payable and shall in addition have all remedies afforded by all applicable law. Buyer shall in addition, be liable for ISEMS Global's expenses incurred in exercising any remedies available to it, including reasonable legal expenses. All unpaid obligations shall bear interest at the contract rate provided under terms of payment above.
If Buyer requests deferral of deliveries, ISEMS Global's agreement to defer delivery shall not excuse Buyer from its obligation to pay for the Goods at the same times and in the same quantities as the original delivery schedule, including interest due pursuant to these terms and conditions. In addition to adhering to the original payment schedule, Buyer shall pay such storage charges as ISEMS Global may assess for storing the Goods awaiting delivery. If Buyer requests deferral prior to commencement of production, ISEMS Global may require progress payments in connection with expenses for materials and services incurred by ISEMS Global in anticipation of production.
The parties acknowledge that any information provided or received may be subject to export control laws and regulations and each of the parties agree that they will strictly comply with all applicable requirements under such laws and regulations. As such, each party warrants and undertakes that it will not export or transfer by any means, electronic or otherwise, any information or goods without complying in all respects with the applicable export control legislation, codes of conduct, relevant export licence(s), guidelines, notices and instructions in relation to any export or transfer of information or goods.
The parties agree that the validity, interpretation and performance of any agreement arising out of this transaction shall be governed by Singapore laws.
Any dispute or claim arising out of or in connection with this Quotation, including any question regarding its existence, validity or termination, must be submitted for mediation at the Singapore Mediation Centre (“SMC”) in accordance with SMC’s Mediation Procedure in force for the time being. Either party may submit a request to mediate to SMC upon which the other party will be bound to participate in the mediation within 30 days thereof. Every party to the mediation must be represented by senior executive personnel or its equivalent, with authority to negotiate and settle the dispute. Unless otherwise agreed by the parties, the Mediator(s) will be appointed by SMC. The mediation will take place in Singapore in the English language and the parties agree to be bound by any settlement agreement reached.
If the foregoing mediation is not commenced within 30 days of the request to mediate, or if in the opinion of the complainant, the dispute or claim remains unresolved within 90 days from the date of such request, the parties agree that the dispute or claim shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator, to be appointed by the SIAC Chairman. The language of the arbitration shall be English.
The parties agree that all costs incurred in connection with the mediation and/or the arbitration shall be borne equally between the parties.