General Terms and Conditions of Business
§ 1 Scope of the conditions
These General Terms and Conditions of Business (the "Terms and Conditions") shall apply exclusively to the delivery of goods and the provision of services by SAS Asia Bar Systems Pte. Ltd. ("SAS") to the purchaser (the "Purchaser"). These Terms and Conditions also apply to all future business relationships between SAS and the Purchaser, even if the parties have not expressly agreed to these Terms and Conditions. The term "parties" shall henceforth refer collectively to both SAS and the Purchaser and the term "party" shall refer to each of the parties. The term "goods" in these Terms and Conditions shall refer to the goods to be delivered by SAS to the Purchaser.
These Terms and Conditions shall not apply to consumers who are individuals, who purchase goods (not as defined herein) and services (not as defined herein) in general, otherwise than exclusively in the course of business.
The Purchaser shall be responsible for ensuring compliance with applicable laws and regulations (including work safety and environmental regulations) in connection with the use of goods supplied by SAS to the Purchaser.
§ 2 Quotations and Entering into Contracts
SAS' quotations are subject to written confirmation by SAS in all instances. Any declarations or confirmation of acceptance and any order placed by the Purchaser must be ultimately confirmed by SAS in writing (by letter, fax or electronic mail) in order for them to be legally valid and binding on the parties. Each order so accepted or confirmed by SAS shall be upon these Terms and Conditions and shall constitute an individual legally binding contract between SAS and the Purchaser and such contract is hereinafter referred to as a "Contract".
These Terms and Conditions shall override any contrary, different or additional terms (if any) contained on or referred to in an order form or other documents or correspondence from the Purchaser, and no addition, alteration or substitution of these terms will bind SAS or form part of the Contract unless they are expressly accepted in writing by an authorised personnel of SAS.
All goods supplied by SAS shall be in accordance with the current edition of the relevant product description in SAS' brochures or publication (whether these are in print, electronic form, online or in any other form of media or platform) as published from time to time by SAS on its website (if so applicable to the goods). Any other goods which are not described on the said website shall be in accordance with the specifications, drawings and/or descriptions set out in the order form as agreed by SAS. SAS shall not be deemed to be making any representations as to the goods in any exchange of information, correspondence and/or documentation between the parties. No other specification, descriptive material, written or oral representation, correspondence or statement, promotional or sales literature shall form part of or be incorporated into the Contract.
SAS reserves all rights of ownership and intellectual property rights (including copyright, design rights, trademark rights and patent rights) in and to the cost estimates, drawings and other information, in any form or media, which are provided to the Purchaser.
§ 3 Prices
Unless otherwise agreed in writing by the parties, prices stated in SAS' quotation shall be valid for a period of 30 days from the date of such quotation. The applicable prices shall be the prices stated in the order confirmation. Where applicable, turnover tax, value added tax or goods and services tax at the current statutory rate (as the case may be) shall be added to these prices. Prices shall include delivery and services (if so applicable) and shall be confirmed by SAS in writing.
Unless otherwise agreed in writing by the parties, prices shall be on an ex-works basis (as defined in the Incoterms ® 2010).
SAS reserves the right to increase or lower prices to the extent that the "scrap and alloying supplement" changes. The applicable price shall be the price stated on SAS' website, i.e., www.sas-asia.sg on the date of delivery of the goods.
§ 4 Delivery and Performance
Delivery of the goods by SAS shall be based on the relevant Incoterm (in accordance with Incoterms®2010) stated in our quotation and as confirmed by us.
Only those delivery deadlines specified in the written order confirmation by SAS shall be applicable. All other delivery deadlines indicated by SAS shall be non-binding unless expressly specified in writing by SAS. A delivery period begins, at the earliest, upon confirmation of the order by SAS.
The delivery period is only deemed to have commenced when the Purchaser has submitted the required documentation to SAS according to the agreed timelines.
SAS shall not be under any liability for any failure to perform any of its obligations under the Contract due to Force Majeure. Following notification from SAS to the Purchaser of such cause, SAS shall be allowed a reasonable extension of time plus an appropriate start-up period for the performance of its obligations. If the period of Force Majeure exceeds 90 calendar days, SAS shall be entitled to terminate the Contract by giving the Purchaser 7 days' (being such 7 calendar days after the expiry of the aforesaid 90 days) written notice, whereupon SAS shall be discharged from its obligations under the Contract. In the event of a termination of the Contract as described in this Clause, the Purchaser shall not be entitled to any claims for compensation in damages if the time for delivery was extended or if SAS is no longer obliged to deliver the goods to the Purchaser.
For the purposes of this clause 4.4), "Force Majeure" means fire, explosion, flood, lightning, Act of God, act of terrorism, war, rebellion, riot, sabotage, strikes, lock-outs, labour disputes, a shortage of supply of goods to SAS from its upstream suppliers, a delay in the supply of goods to SAS from its upstream suppliers, official directives or events or circumstances outside the reasonable control of SAS.
If SAS is unable to comply with the delivery deadlines or delivery periods, the Purchaser is entitled to claim compensation of 0.5% of the invoice value for every full week of delay, up to a maximum of 5% of the invoice value of the delivery. SAS' liability towards the Purchaser with respect to non-compliance with delivery deadlines or delivery period shall be limited to the compensation sum set out in this Clause.
SAS has the right to make partial deliveries of the goods and to render partial performances unless otherwise agreed in writing with the Purchaser.
§ 5 Transfer of Risk
Risk of damage to or loss to the goods shall pass (and even in the case of dispatch which is delayed) according to the relevant Incoterm (in accordance with Incoterms®2010) named in the written order confirmation which has been agreed upon by SAS.
If the Purchaser delays in taking delivery of the goods, SAS shall then have the right to demand reimbursement for any loss of the goods arising from such delay. The risk of accidental deterioration and accidental destruction of the goods passes to the Purchaser if the Purchaser delays in taking delivery of such goods. In the event that (i) the Purchaser delays in taking delivery of the goods despite being given a two-week grace period by SAS or (ii) the Purchaser suspends its payments due to SAS hereunder or (iii) the Purchaser becomes insolvent or becomes burdened by excessive debt, SAS shall be entitled to immediately demand payment
for the purchase price of the goods or to terminate the Contract and the Purchaser shall be liable for any damages in connection with such termination.
§ 6 Retention of Title
SAS shall retain title in the goods until all payments and each and every claim under every Contract has been received by SAS.
The Purchaser is entitled to process and dispose of the goods sold in the normal course of its business subject always to the retention of title by SAS and provided the Purchaser is not in arrears of any payments due and owing to SAS under any Contract. The Purchaser shall not sell, pledge, mortgage or otherwise deal with the goods as security. The Purchaser hereby assigns to SAS in advance all claims on the Purchaser's customers or third parties in connection with the resale of the goods, regardless of whether the goods are sold in a processed or unprocessed condition. SAS hereby authorises the Purchaser the right to collect such claims for and on behalf of SAS except that such authorisation shall be revoked by SAS if the Purchaser does not comply with its payment obligations herein. The Purchaser shall advise SAS of the assigned claims and the relevant debtors, provide notice to the relevant debtors of such assignment and provide all necessary information to SAS to enable SAS to effect collection of such claims. If the goods are resold together with other goods not supplied by SAS, the Purchaser's claim on his end customer shall be deemed to have been assigned to SAS to the amount of the contract price agreed upon between SAS and the Purchaser for such goods of SAS.
The Purchaser shall ensure that the processing or conversion of the goods shall be subject to SAS' retention of title ("SAS' proprietary goods"). If SAS' proprietary goods are processed or inseparably combined with other items not in SAS' possession, then SAS becomes the co-owner of these processed or combined goods from the time of such processing or combination. If SAS' proprietary goods are integrated or inseparably combined with other movable objects and if the other object is regarded as constituting the principal object, the Purchaser is deemed to have transferred his right of co-ownership to SAS provided the principal object belongs to the Purchaser. In such a case, the Purchaser holds the right of ownership or co-ownership on SAS' behalf. In all other respects, the object produced by processing, conversion, combination or integration is subject to the same condition as SAS' proprietary goods.
In the event of a default by the Purchaser, the commencement of insolvency proceedings or seizure with respect to the Purchaser, SAS shall be entitled to recover the goods subject to the retention of title without the Purchaser being able to make any claims against SAS, e.g. trespassing of property. In the case of third parties obtaining access to the goods sold subject to the retention of title and in particular, in the case of levies of execution, seizures or other court orders, the Purchaser shall immediately draw attention to SAS' ownership and inform SAS so as to enable SAS to enforce its right of ownership over the goods. The Purchaser shall be liable for all costs that may arise in connection with SAS enforcing its rights herein.
In the event of a breach of the Contract, and in particular, in the event of a delay in payment by the Purchaser under the Contract, SAS shall have a right to terminate the Contract and to immediately demand from the Purchaser a listing of the goods which are still in the Purchaser's possession and subject to a retention of title by SAS, and also the extent to which such goods are being processed. The Contract is not terminated merely by SAS taking back the goods from the Purchaser or the seizure of goods by an order of court.
Upon the Purchaser's request, SAS shall have the option to release the relevant securities to which it is entitled if their realisable value persistently exceeds the value of the claims to be secured by more than 20%.
§ 7 Payment
Unless otherwise agreed in writing between the parties, the Purchaser shall make payment for invoices rendered by SAS within 21 calendar days of the date of the invoice, net (without any deductions or withholding or bank charges).
SAS reserves the right to set-off payments made by the Purchaser against earlier debts incurred by the Purchaser in connection with any goods or services purchased by the Purchaser. SAS will inform the Purchaser of any set-offs made. If any costs and interests have arisen, SAS has the right to set the payment off first against such costs, then against such interests and finally against the principal sum owing by the Purchaser to SAS.
A payment shall be deemed to have been made only if the payment (whether by cheque or otherwise) has been credited into SAS's designated bank account.
All sums payable by the Purchaser under each Contract shall be paid free and clear of any deductions or withholding, except as required by law. If any such deductions or withholding are required by law, the Purchaser shall pay SAS an amount such that SAS shall receive the sums payable under SAS's invoices as if there was no such requirement to make a deduction or withholding.
If the Purchaser defaults in the payment of any invoice issued by SAS to the Purchaser, SAS shall be entitled to charge interest on such payments in default at the rate of 8% per annum. Such interest shall be applied to the payments in default from the date when such payment is due until the date of actual payment. Such interest shall accrue from day to day. If there are any withholding taxes or deductions required by applicable law, the Purchaser shall pay SAS an amount such that SAS shall receive the full interest payments as if there was no such requirement to make a deduction or withholding.
(i) If SAS is satisfied that there are circumstances that call into question the Purchaser's credit-worthiness and in particular, if the Purchaser dishonours a cheque or is in breach of any obligations to make payments to SAS under these Terms and Conditions or (ii) if SAS' credit insurance declines the coverage of the payment request against the Purchaser due to the Purchaser's lack of credit worthiness or due to the payment amount exceeding the insured amount , SAS shall have the right to demand immediate payment for any sums which are outstanding under these Terms and Conditions. In such a case, SAS shall also have the right to demand payments in advance or provisions for security. SAS shall then also be entitled to claim a time extension for the delivery of the goods and deliver the goods only if advance payment has been made or if adequate security has been made before the delivery of the goods.
§ 8 Changes in Design
SAS reserves the right to undertake changes in design at any time for compliance with safety regulations or laws or for reasons of improvements to the design.
§ 9 Defects
Goods are delivered free of defects in the materials and fabricating processes concerned.
The Purchaser shall immediately notify SAS in writing of any defects in the goods, at the latest within one (1) week after the Purchaser takes delivery of the goods. For defects that are not possible to detect within the said one (1) week even after careful inspection, such defects shall be reported immediately in writing to SAS once they are discovered.
Claims by the Purchaser on account of any defect in the goods shall only be permitted provided the Purchaser notifies SAS in writing of such claims within 12 months of the date of delivery of the goods.
Upon such notification, SAS shall be entitled, at its absolute discretion, to either repair or replace the defective goods provided that such defects shall have been found to SAS' reasonable satisfaction to have arisen from SAS' faulty design, workmanship or materials. Upon the request of SAS, the defective goods shall be returned to SAS' premises at the Purchaser's expense. Any repaired or replaced good shall be redelivered by SAS free of charge to the original point of delivery but otherwise in accordance with and subject to these Terms and Conditions save that the period of 12 months referred to in Clause 9.3) shall be replaced by the unexpired portion of that period only.
Except for the express representations and warranties set out herein, SAS does not make any other express or implied representations or warranties, in fact or in law, including without limitation, any express or implied warranties of quality or fitness for a particular purpose. Except as expressly provided herein, all representations, warranties, terms, conditions, undertakings or inducements whether express, implied, statutory, under common law or otherwise relating in any way to the goods, are hereby excluded to the fullest extent permitted by law.
§ 10 Liability
SAS shall not be liable to the Purchaser by reason of any representation (unless fraudulent), or any other conditions, warranties, stipulations or other statements whatsoever concerning the goods, whether express or implied, by statute, at common law or otherwise howsoever, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of SAS, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods (including any delay in supplying or any failure to supply the goods in accordance with these Terms and Conditions or at all) or their use or resale by the Purchaser, and the entire liability of SAS under or in connection with these Terms and Conditions shall not exceed the contract price of the goods, unless expressly provided otherwise in these Terms and Conditions.
Claims for compensation in damages are, irrespective of the type of breach of duty, including unauthorised acts, excluded, unless intentional or grossly negligent acts are involved. With respect to the exclusion or limitation of liability under these Terms and Conditions, death or personal injury caused by SAS' negligence shall not be excluded.
To the extent that SAS' liability is limited or excluded, the same applies to SAS' employees, workers, representative and its agents.
§ 11 Confidentiality
Unless otherwise expressed or designated as confidential by the Purchaser and/ or SAS, information disclosed by the Purchaser to SAS in connection with an order for goods is not considered confidential information.
§ 12 General Provisions
These Terms and Conditions shall be governed by and construed in accordance with the laws of Singapore. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms and Conditions.
The parties hereby submit to the non-exclusive jurisdiction of the Singapore courts.
The invalidity, illegality or unenforceability for any reason of any part of these terms and conditions shall not prejudice or affect the validity, legality or enforceability of the remaining terms.
No failure on the part of either party to exercise any rights, nor any delay in exercising any rights, under these Terms and Conditions at any time shall constitute a waiver of these Terms and Conditions nor shall any single or partial exercise of any right under these Terms and Conditions preclude any other or further exercise of any other right.
Unless otherwise expressly stated, the election by either party of a particular remedy in the event of default by the other party shall not be exclusive of any other remedy and all rights and remedies of the parties hereto shall be cumulative and not exhaustive of any other rights or remedies provided by the law.
The Purchaser shall not without the prior written consent of SAS assign transfer or sub-contract the rights or obligations under these Terms and Conditions or any part of these Terms and Conditions.
SAS may assign transfer or sub-contract these Terms and Conditions or any part thereof to any other person or company.
A person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act , Chapter 53B to enforce any term of these Terms and Conditions but this does not affect any right or remedy of a third party which exists or is available apart from that Act.