1. Applicable Terms: These terms and conditions govern the purchase and sale of the products, equipment and related services (if any) (‘Product’) referred to in S.A.’s purchase order, quotation, proposal or acknowledgment, as the case may be (‘S.A.’s Documentation’). Whether these terms and conditions are included in an offer or an acceptance by S.A. to any person to whom S.A. is to supply any Product (‘Purchaser’), such offer or acceptance is conditional on Purchaser’s consent to these terms and conditions shall be deemed by (i) Purchaser signing these terms and conditions; or (ii) Purchaser providing a purchase order to S.A.; or (iii) Purchaser’s acceptance of any Product or Service from S.A.; whichever occurs first.

    

2. Quotation: All quotations by S.A. are in USD and is subject to change or withdrawal without prior notice to Purchaser, unless specifically stated in the quotation.

    

3. Orders: All orders for Products placed by Purchaser are subject to acceptance by S.A., and no order will be deemed to have been accepted by S.A. unless Products are supplied or a back-order or delivery delay is confirmed in writing by an authorized representative of S.A.in writing to the Purchaser.

   S.A. will not be bound by any terms attaching to Purchaser’s order and, unless those terms are expressly agreed to in writing by an authorized representative of S.A., Purchaser agrees that those terms are hereby excluded.

   S.A. may reject any order placed by Purchaser if there is an insufficient supply of Products which prevents S.A. from being able to fulfill such order.

    

4. Payment: The price of the Products will be S.A.s quoted price and are subject to change without prior notice. Purchaser shall pay S.A. the full purchase price as set out in S.A’s Documentation, or where no price has been quoted (or a quoted price is no longer valid), the price listed in S.A.’s price list current at the date of acceptance of Purchaser’s purchase order. Unless S.A.’s documentation provides otherwise, freight, storage,agents’ charges,  insurance and all taxes, duties or other governmental charges relating to the Product (and/or any included services) shall be paid by Purchaser.

   All payments are due within thirty (30) days of the date of invoice unless S.A.’s Documentation states otherwise. If Purchaser fails to make payment on or before the due date, then, without prejudice to any other right or remedy available to S.A., S.A. shall be entitled to (i) apply a monthly interest charge of 2% per month on all amounts not received by the due date (such interest will be calculated and will accrue daily from the due date for payment until the date S.A. actually receives payment) or (ii) cancel the purchase order contract or suspend any further deliveries to Purchaser. Purchaser shall pay all reasonable costs and expenses (including legal fees) incurred by S.A. in collecting amounts due but unpaid.

   Purchaser and S.A. both recognize that there is a risk of banking fraud when individuals impersonating a business demand payment under new banking or mailing instructions. To avoid this risk, Purchaser must verbally confirm any new or changed bank transfer or mailing instructions by calling S.A. and speaking with an authorized accounts receivable representative before mailing or transferring any monies using the new instructions. S.A. will provide Purchaser with that information in connection with the transaction. Both parties agree that they will not institute mailing or bank transfer instruction changes and require immediate payment under the new instructions, but instead will provide a ten (10) day grace period to verify any payment instruction changes before any new or outstanding payments are due using the new instructions.

    

5. Delivery, Risk and Title: S.A. will use its reasonable endeavours to provide the Product (and any included services) in accordance with the delivery times quoted in S.A.’s Documentation. Delivery terms are as per S.A.’s Documentation. The acceptance of shipment by a common carrier shall constitute proper delivery. Risk associated with the Product shall pass to Purchaser on delivery or with the passing of title in the Product, whichever occurs first; provided however, that where delivery is delayed due to circumstances caused by or within the responsibility of Purchaser, risk of loss shall pass to Purchaser upon S.A.’s notification that Product are ready for dispatch.

   Title shall pass to Purchaser only upon full payment by Purchaser for the Product and following payment of any other outstanding debt by Purchaser to S.A. Purchaser shall, at S.A.’s request, take any measures necessary under applicable law to protect S.A.’s title in the Product, and lawfully notify Purchaser’s present or potential creditors of S.A.’s title on and interest in the Product. Purchaser acknowledges that so long as title has not been transferred in the Product, it holds the Product as bailee and fiduciary agent for the S.A. and shall safely and securely store and keep the Product separate and in good condition, clearly showing the S.A.’s ownership of the Product and shall respectively record the S.A.’s ownership of the Product in its books. Notwithstanding the above, Purchaser may use Product for its own use, or sell Product, as fiduciary agent for the S.A., to a third party in the normal course of business by bona fide sale at market value, whereby proceeds of such usage or sale of Product, as the case may be, shall, to the extent of the amount being owed by Purchaser to S.A. at the time of receipt of such proceeds, be held by Purchaser on trust for S.A. and specifically ascertained, until payment in full for all payable debts by Purchaser to S.A.

    

6. Software: To the extent that a Product supplied under these Terms is a software then, in addition to these Terms, that software Product will be supplied subject to the terms and conditions of the relevant license agreement applicable to it.
   

   Software license agreements may be packaged with the software, may be separately provided to Purchaser for execution or may require on-screen acceptance by Purchaser. Purchaser agrees to use the software Product in accordance with the terms and conditions of the relevant license agreement

   Where the term “supply” is used in these Terms to refer to a software Product, such term means the sale and purchase of the license to use that software Product.

    

7. Inspection and Acceptance: In the case of all Products ordered, Purchaser must:
   7.1  (For non-software Products) inspect such Products upon delivery to Purchaser’s premises.
   7.2  (For software Product)  test  or  inspect  such  software Products upon those software Products being authorized by S.A. for downloading by Purchaser

   If Purchaser alleges any matter or thing by which the Products do not accord with Purchaser’s order, Purchaser must give written notice to S.A. within 3 working days of delivery or downloading (as the case may be).

   Failing such notice and to the extent permitted by law, the Products will be deemed to have been accepted by Purchaser.

    

8. Product Returns: Product may not be returned for any reason without prior written authorization and shipping instructions from S.A.. Product shipped without S.A.’s authorization shall be returned at Purchaser’s expense.

    

9. Warranty: THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCT, NOR IS THERE ANY OTHER WARRANTY EXPRESS OR IMPLIED, EXCEPT AS PROVIDED FOR IN THESE TERMS AND CONDITIONS.
   9.1  Products are covered by the Supplier’s Warranties.
   9.2  S.A.’s entire responsibility with respect to express warranties for the Products is to pass on to Purchaser the benefit of any such Supplier’s Warranties.
   9.3  The Supplier’s Warranties are in substitution for all other terms, guarantees, conditions and warranties, whether implied by statute or otherwise (including implied warranties with respect to merchantability and fitness for purpose) and S.A. expressly excludes all such other terms, guarantees, conditions and warranties.
   9.4  S.A. does not warrant that repair facilities or parts will be available in respect of any of the Products.
   9.5  Software Products are not warranted by S.A. under these Terms. Such software Products are warranted in accordance with the relevant license agreements governing their use.

    

10. Ownership of Materials: All devices, designs (including drawings, plans and specifications), estimates, prices, notes, electronic data and other documents or information (‘Materials’) prepared or disclosed by S.A., and all related intellectual property rights, shall remain S.A.’s property. S.A. grants Purchaser a non-exclusive, non-transferable license to use such Materials to the extent necessary and solely for Purchaser’s use of the Product purchased by Purchaser from S.A. hereunder. Purchaser shall not disclose such Materials to third parties without S.A.’s prior written consent. As a condition to S.A.’s delivery to Purchaser of the Product, Purchaser shall not, directly or indirectly, and shall cause its employees, agents and representatives not to: (i) alter or modify the Product, (ii) disassemble, decompile or otherwise reverse engineer or analyze the Product, (iii) remove any Product identification or proprietary rights notices, (iv) modify or create derivative works, (v) otherwise take any action contrary to S.A.’s rights in the technology and intellectual property relating to the Product, and / or (vi)assist or ask others to do any of the foregoing.

     

11. Patent or Trademark Infringement and Product Liability: Purchaser has no authorization to make any representation, statement or warranty on behalf of S.A. relating to the Product sold hereunder. Purchaser shall indemnify and defend, at its own expense, S.A. against claims or liability for any applicable patent, trademark or other intellectual property infringement and for product liability arising from the preparation or manufacture of Product according to Purchaser’s specifications, or from Purchaser’s unauthorized use of S.A.’s Product or from any changes or alterations to S.A.’s Product made by persons other than S.A. or improper uses of S.A.’s Product or from the manufacture or sale or use of Purchaser products which incorporate or integrate S.A.’s Product.

     

12. Force Majeure: Under no circumstances shall S.A. have any liability for any breach relating to labor disputes, strikes, lockouts, riots, war, pandemic, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, Internet service provider failures or delays, governmental restrictions, terrorism or act of terrorism, accident or other act of God, appropriations,  failure of public or private telecommunications networks; delay of carriers or other industrial, agricultural or transportation disturbance; failure of normal sources of supply; epidemics, pandemics, contagion, disease or quarantine; law, regulation or any act of government; or any other cause beyond S.A.’s reasonable control. S.A.’s performance shall be excused and deemed suspended during the continuation of such event or events and, for a reasonable time thereafter, delayed or adjusted accordingly.

     

13. LIMITATION OF LIABILITY: IN NO EVENT WILL S.A, ITS SUBSIDIARIES AND AFFILLIATES. BE LIABLE FOR ANY DAMAGES, INCIDENTAL,SPECIAL, CONSEQUENTIAL OR OTHERWISE, INCLUDING LOSS OF PROFIT, REMANUFACTURING COSTS  AND  REWORK  COSTS,  AND  LOST PURCHASER  PRODUCT COSTS (OTHER THAN THE PRICE OF S.A. PRODUCT AND SERVICES) WHATEVER THE CLAIM (TORT, BREACH OF  CONTRACT OR  WARRANTY OR  OTHERWISE) AND  WHATEVER THE  FORUM, WHETHER ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, PACKAGING, DELIVERY, STORAGE, USE, MISUSE OR NON-USE OR RESALE OF ANY OF ITS PRODUCT OR SERVICES OR ANY OTHER CAUSE WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL S.A. BE LIABLE FOR ANY LOSSES OR DAMAGES IN EXCESS OF THE PRICE PAID TO S.A. WITH RESPECT TO THE PRODUCT AND SERVICES SOLD TO PURCHASER UNDER THESE TERMS AND CONDITIONS.

     

14. Confidentiality: If S.A. discloses or grants Purchaser access to any research, development, technical, economic, or other business information of “know-how” of a confidential nature, whether reduced to writing or not, Purchaser will not use or disclose any such information to any other person or company at any time, without S.A.’s prior written consent. In the event that Purchaser and S.A. have entered into a separate confidentiality agreement, the terms and conditions of such agreement shall take precedence over the terms of this paragraph.

     

15. Miscellaneous: These terms, together with any quotation, purchase order or acknowledgement issued or signed by S.A., comprise the complete and exclusive statement of the agreement between the parties (‘Agreement’) and supersede any terms contained in Purchaser’s documents, unless separately signed by S.A.. No part of these terms and conditions may be changed or cancelled except by a written document signed by S.A.. No course of dealing or performance, usage of trade or failure to enforce any term shall be used to modify these terms and conditions. If any of these terms are unenforceable, such term shall be limited only to the extent necessary to make it enforceable, and all other terms shall remain in full force and effect. These terms and conditions and the contract between S.A. and Purchaser shall be governed by and construed according to the laws of Singapore and any dispute, whether contractual or not, arising out of or in connection with the Agreement (including any question regarding its existence, validity or termination) shall be referred to arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (‘SIAC’) for the time being in force, which rules are deemed to be incorporated by reference into this paragraph. The Arbitrator will be appointed by the chairman of the SIAC. The language of the arbitration shall be English and the arbitration award shall be final and binding on the parties. A person who is not a party to the Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any of its terms.

Revised June 2021