Hereinafter, “Vendor” means Denyo United Machinery Pte Ltd and “Purchaser” means the person, firm or company whose purchase order has been accepted by the Vendor.
These conditions supersede any other terms and conditions appearing in the Vendor’s catalogues or elsewhere and shall apply to all quotations issued or purchase orders accepted by the Vendor and shall form part of the contract between the Vendor and the Purchase (“the contract”). These conditions shall override any conditions stipulated, incorporated or referred to by the Purchaser whether in its purchase order, in any negotiations or any qualification thereof.
The descriptions and illustrations contained in catalogues, price lists and other leaflets or descriptive matter belonging to the Vendor are intended merely to present a general idea of the goods described therein and none of these shall form part of the contract and no report, representation or statement made by any representative of the Vendor not contained herein shall be binding on the Vendor.
Unless otherwise stated herein, sale includes a rental of goods by the Vendor to the Purchaser.
All quotations or offers of the Vendor are open for acceptance for the period stated therein or when no period is stated, within thirty (30) days only after the date of the quotations or offers.
All prices quoted by the Vendor are based on the costs of material, labour, transport and statutory obligations, rates of exchange, freight and insurance ruling at the date of the contract, and may be varied by additions upwards by the Vendor if between that date and the date on which the goods are ready for delivery there shall be any increase in such costs and the Purchaser shall pay such amounts in addition to the quoted price.
TERMS OF PAYMENT
Unless otherwise specified, payment must be made in full for any goods on presentation of invoices. Purchaser agrees to pay a late payment interest of the higher of the rate of 12% per annum and the rate per annum which is equal to 2% above the Development Bank of Singapore Limited’s prime lending rate from time to time from the due date of payment to date of actual payment. When deliveries are spread over a period, each delivery shall be invoiced when despatched and each invoice shall be treated as separate account and payable accordingly.
If the Purchaser fails to make any payment in accordance with these conditions or fails to comply with any provisions of these conditions the Vendor may without prejudice to any of its rights cancel any undelivered portion of the goods.
The Vendor will to its best endeavour complete delivery of the goods within the periods stated but shall not be liable for damages or otherwise for failure to do so from any cause whatsoever beyond the control of the Vendor. Delays however caused shall not be a ground for cancellation or variation of the contract by the Purchaser.
Delivery of the goods shall be taken by the Purchaser within seven (7) days of the issue of the Vendor’s Delivery Order. If for any reason whatsoever the Purchaser fails to take delivery of the goods within the aforesaid period the Vendor shall be entitled to resell the same at the Purchaser’s risk debting it the expenses and any loss incurred on such resale and the Purchaser upon demand being made for payment of such expenses and loss shall forthwith pay the same.
">All claims for incomplete deliveries must be made in writing within three days after goods have been received, failing which all deliveries and services shall be assumed to be correct and in goods order.
Brand new goods sold by the Vendor are guaranteed against defects for a period as stipulated by the respective manufacturer.
Vendor’s obligations under this guarantee are limited to the replacement or the repair of defective parts at its own discretion provided always that such parts are promptly returned to the Vendor. All defective parts replaced under warranty shall remain the property of the Vendor.
The Vendor shall not be held liable for any consequential damage, either direct or indirect, or for loss of profits in case of any failure of the goods sold, including delay in replacing a defective part.
The Government have implemented the Goods and Services Tax with effect from 1St April 1994. The said tax is borne by Purchaser on local purchases and is calculated by reference to the amount of goods supplied, services rendered and any other sums payable by Purchaser to the Vendor. The Vendor, as collecting agent for the Government, shall collect the said tax from Purchaser in the manner and within the period in accordance with the applicable laws and regulations. Please note that GST on export sales (with proper export shipping and custom documents submitted) is zero rated.
Unless otherwise specified, packing cases and packing materials are not included and shall be charged separately.
Orders, once accepted, are not subjected to cancellation without our written consent. Should the Vendor consents to acceptance of any cancellation of orders, the Purchaser will have to pay a cancellation fee. The amount of which will be determined by the Vendor.
PASSING OF TITLE
The property in and ownership of the goods shall remain vested with the Vendor until full payment of the sales value thereof has been made and prior thereto the Purchaser hereby declares itself to be a trustee thereto for the Vendor.
If the goods are sold by the Purchaser before full payment has been made such sale shall be as agent and for the account of the Vendor and the Vendor shall be entitled to the proceeds of such sale to the extent of any sums in respect of the goods due to it from the Purchaser.
RESERVE OF PROPERTY
The Vendor reserves the right to recover the goods supplied to Purchaser, should no payment be received after 120 days upon date of invoice and the associated costs of recovery and transportation shall be borne by the Purchaser.
NO WAIVER OR CONDITIONS
Failure by the Vendor to insist upon strict performance of the terms and conditions herein shall not constitute waiver of such terms and conditions.
If the Purchaser shall fail to accept any delivery of the goods the Vendor may at its discretion arrange for the storage of the goods and or take all reasonable steps to prevent their deterioration and all charges for storage and insurance and other costs incurred or connected therewith shall be paid by the Purchaser to the Vendor on demand. All such storage shall be effected at the sole risk of the Purchaser.
IMPORT & EXPORT PERMITS AND DUTIES
All import or export permits and licences and the payment of all import or export duties and customs fees shall be on the account and the sole responsibility of the Purchaser.
If after the date of the contract any tax, duty, tariff or any increase in any existing tax, duty, tariff or any other such imposition is charged in respect of the goods before the time of delivery and, if such imposition has to be paid by the Vendor, then the Vendor may add the amount of such imposition to the price of the goods and the Purchaser shall pay the same.
The Vendor shall not be liable for loss, damage or delay directly or indirectly arising or resulting from any of the following causes or perils whatsoever or wheresoever occasioned viz Acts of God, arrests and restraints of princes, rulers or peoples, force majeure, riots and civil commotions, unavailability of raw materials, strikes, lock-outs, or other labour disturbances, fire, war, perils of the sea, delays in transit and other causes of perils whatsoever beyond the Vendor’s control.
If delivery of the goods or any of them shall be delayed on account of any of the causes set out above the time for delivery shall be extended until the operation of the causes preventing delivery has ceased or at the option of the Vendor the contract may be cancelled either altogether or if the contract has been partly performed in respect of the unperformed part.
In case of such cancellation as aforesaid or in case the contract shall be impossible of performance then it shall be treated as rescinded and the Vendor shall be paid by the Purchaser on a quantum merit basis and as if the goods actually delivered were the only goods subject to the contract and neither party shall have any claim against the other in respect of damages compensation or otherwise
This order is governed by and shall be construed in accordance with the laws of the Republic of Singapore.