These general Terms and Conditions („conditions“) apply to all supplies, services and offers between us and the purchaser. These conditions also apply to future business even where no future reference is made to them or where their validity is not expressly agreed, provided that they have been given to the purchaser in previous business. Statements by the purchaser to the contrary with reference to his business and purchasing conditions are hereby rejected. Deviations from our conditions are only valid if expressly confirmed by us in writing.
All offers and specifications are subject to confirmation and not binding. Orders and agreements are binding on us only following our written confirmation of order or our delivery pursuant to these Conditions. Verbal acknowledgements and collateral agreements are only valid if confirmed by us in writing.
Unless otherwise specified as a fixed price, we are bound to prices agreed to pursuant to our offer for 4 weeks from the date of confirmation of order or to our price list which has been presented to the purchaser in writing for 4 weeks from the date of presentation. The prices appearing in the price list valid at the time of supply apply for all supplies to be carried out after this time as long as the price list is valid and not replaced by a new price list.
We reserve the right to choose the means of delivery. Any dates quoted for delivery of the goods or performance of the services are approximate only. Fixed delivery dates or periods, which can only be agreed in writing, are subject to this reservation. Unless previously agreed by us in writing, the time for delivery/performance shall not be of the essence, and we shall not be liable for any delay in delivery or performance howsoever caused. If we are late purchaser must fix an additional period of time for delivery; only after the end of this period he may declare the contract avoided unless the goods are reported to him as being ready for dispatch at this time.
Force Majeure, acts of state and strikes, lockouts and other events which prevent impede or constitute a substantial obstacle to the delivery entitle us to an appropriate extension of the delivery period including any starting period required., or alternatively to declare the contract avoided. The same shall apply for such events affecting our suppliers. The purchaser may demand a statement from us as to whether we intend to declare the contract avoided or deliver within a reasonable time. If no statement is given, he may declare the avoided. The shipping and delivery of goods is at purchaser’s expense and risk. We only insure the shipment/delivery if upon purchaser’s request we have confirmed in writing and he then bears the costs for it. If a cash and delivery consignment is made, carriage costs are charged to the purchaser. For sales with other than a land transport carriage is paid FOB Singapore seaport. The purchaser bears costs for special forms of transport specified by the purchaser (express delivery, refrigerated transport, etc.) including GST for the Singapore part of the cost.
Until all debts (including all current account debit balances) due to us for any cause in law from the purchaser now or in future are paid, the following securities shall be provided to us which we will release upon request as selected by us provided that their value in total constantly exceeds the existing debts by more than 20%.
Title to the goods shall be retained by us. Purchaser is entitled to sell the goods in normal business trade, provided that he is not in default. Pledges and transfers of securities are not permitted. The purchaser hereby assigns in advance any claim with regard to such goods from their onward sale or any other legal grounds (insurance, unauthorized handling) (including all current account debit balances) to us in full for security purposes, without requiring any particular agreement in the individual case. Unless revoked, we authorize the purchaser to collect the debts assigned to us on account of and in the name of the purchaser. The authorization to collect the depots can only be withdrawn if the purchaser does not duly pay his debts due.
Until such time as the property in the goods passes to the purchaser, the purchaser shall hold the goods as our fiduciary agent and bailee and shall keep the goods separate from those of the purchaser and third parties and properly stored protected and insured and identified as our property.
For the safeguarding of this assignment of future claims purchaser shall invoice the resale of our goods separately from other goods.
In the event of the attachment of the goods by any third party, purchaser shall point out that seller retained title to the goods and inform seller thereof without delay. If the goods are processed, combined and mixed with other goods by the purchaser, we shall have joint ownership in the new item in the ratio of the invoice value of our goods to the invoice value of the other goods used. If our title to the goods should be eliminated by the combining or mixing, purchaser assigns and transfers to us, henceforth, the proprietary rights passing to him over the new stock or goods to the extent of the invoice value of our goods and shall keep them in custody for us without charge. The joint ownership rights thereby arising are deemed to be our goods and this condition shall be applicable accordingly.
In the event of a breach of the agreement by the purchaser – in particular by delay in payment – and if there is a considerable deterioration in his financial situation, we are entitled to take back the goods or, if applicable, to demand the transfer of the purchaser’s claims for restitution against a third party. The purchaser hereby consents that those charged with taking back the goods have access to the site and the buildings on or in which the objects are found, on foot or in a vehicle, for this purpose. Taking back or seizure of the goods by us does not constitute recession of the agreement. The purchaser shall at all times give all necessary information and documentation so that claims from onward sale transferred in advance can be asserted. We are entitled to notify the third party of the transfer and to demand direct payment to us; upon our request, the purchaser is also obliged to do this.
Complaints about the number and condition of boxes/packing units supplied shall be made to the carrier immediately upon delivery and shall be recorded on our delivery note and on the bill of lading. Any further complaints of this kind shall be barred. In the case of articles with European article numbering (EAN) and/or EAN bar codes, we only guarantee the correct EAN classification. With regard to legibility of the EAN bar code, a guarantee under the terms of these conditions is only accepted to the extent that the normal average defect level in the state-of-the-art production process for the manufacture of the total quantity of these articles is exceeded in the quantity of articles supplied. The published rules of the Zentrale für Coorganisation GmbH (CCG), Cologne, constitute the basis of this.
Notice of any lack of conformity of the goods with regard to quality, number (please look through packaging) and correctness of the good supplied shall be given to us in writing without delay but any event within 8 days and, in the case of hidden defects, immediately after their discovery, also the goods in their entirety or samples of them shall be sent to us. If the purchaser does not give due notification to us, we shall have no liability for any defect or failure or for any consequences resulting therefrom.
We warrant that the goods will correspond with their specification at the time of delivery, and agrees to remedy any non-conformity therein for the duration of the shelf life printed on each any every specific good("Warranty Period"). If complaints are justified, the purchaser has, subject to our selection and with regard to the goods forming the subject of complaint, the right to a subsequent delivery, the avoidance of the agreement or reduction of the purchase price. If subsequent delivery is not successful, the purchaser may demand the avoidance of the agreement or the reduction of the purchase price.
We shall accept liability for death or injury resulting from our own or that of our employees' negligence. Save as aforesaid, our maximum and cumulative total liability (including any liability for acts and omissions of its employees agents and sub-contractors) in respect of any and all claims for defective performance, breach of contract, compensation, indemnity, tort, misrepresentation, negligence at law or equity and any other damages or losses which may arise in connection with our performance or non-performance shall not exceed 15% of the total price of the relevant Goods.
In case of a lack of any guaranteed quality of goods supplied, damages only are recoverable for direct loss suffered insofar as it is reasonable foreseeable. In no event shall we be liable for loss of profit or goodwill, loss of production or revenue or any type of special indirect or consequential loss whatsoever (including loss or damage suffered by the purchaser as a result of an action brought by a third party) even if such loss were reasonably foreseeable or we had been advised of the possibility of the purchaser incurring the same.
Only the purchaser is entitled to make claims under guarantee and other liability and such claims shall not be assigned or transferred.
To limit any claims under product liability, the purchaser shall pass on to us without delay all information he receives which may indicate the presence of product defects (in particular customer complaints) and to support us fully and without delay in the case of any action of recall arranged by us.
In the case of any export of the goods by the purchaser or his customers to territories outside Singapore or a country other than agreed to in writing, we accept no liability if our products infringe third party’s industrial or other intellectual property rights. The purchaser shall compensate us for all damages caused to us by the export of goods to countries or territories which were not supplied by us expressively for export to such countries of territories. If we export the goods to a country outside Singapore, we only warrant that we have not actual knowledge of any third party’s rights based on intellectual property in such country, however, we have no obligation to perform an infringement study.
Unless otherwise agreed in writing, our invoices are payable net to our account within 30 days after the date of the invoice, however, that period does not run prior to the dispatch of the goods. Remittance fees and other costs of credit transfer are borne by purchaser. The purchaser can only set sums off against an uncontested claim or a claim recognized by a final court decision, all of which shall also be applicable to a right of retention.
If the purchaser should be in arrears then we – reserving all other rights – are entitled to charge from this time interest at the rate of two per cent (2.0%) per month until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest).
Until full payment of due invoice sums, including any interest and costs incurred, we are not obliged to make any further deliveries under current contracts. In this case we can demand cash payment before delivery for all deliveries still outstanding.
If we obtain knowledge of circumstances which cast doubt on the creditworthiness of the purchaser, in particular due to cheques not being honored or suspension of payments, then we are entitled to claim the full amount due and outstanding, even where we have accepted other or delayed forms of payment. In this case we are also entitled to demand advance payment or the provision of a security. In addition to reclaiming goods delivered with reservation of title until payment of the purchase price, we can also declare
The purchaser declares that he agrees and is aware of the fact that all data regarding him arising from the business relationship, including personal information , will be stored in the context of our electronic data processing.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
Place of performance of all our obligations is Singapore, and for payments Singapore;. These conditions and all the legal relationships shall be governed by the laws of the Republic of Singapore.
If one or more provisions of these conditions or any provision in the context of other agreements shall be determined to be invalid, such invalidity shall not affect the validity of all other provisions or agreements.