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1.1
In these Terms and Conditions unless the context otherwise requires:
“Customer” means the entity that purchases Goods.
“Buyer” means the person accepting delivery of the
Goods on behalf of the Customer.
“Specifications” means the descriptions and specifications
relating to Goods set out in the Quotation.
“Quotation” means the quotation issued by Guava Asia.
“Goods” means Guava Asia’s goods and parts or
units thereof to be purchased by the Customer.
“Guava Asia” means Guava Asia who is registered in
Singapore (business registration
number is 53-016503-A).
“Contract” means the contract for the sale of Goods
formed in accordance with Clause 2.1 below.
”Writing” includes electronic transmission and comparable
means of communication.
“Terms and Conditions” means these Terms and Conditions
of purchase set out herein and all attachments, annexes and schedules
hereto, if any.
1.2
Any reference in these Terms and Conditions to any provision of
a statute shall be construed as a reference to that provision
as amended, re-enacted or extended at the relevant time.
1.3
Where the Customer has signed a formal agreement with Guava Asia
for the supply of goods any contradictory terms in the official
agreement will take precedence over these Terms and Conditions
of Sale. Where there are no contradictory terms or Terms and Conditions
or where there is no reference to a term or condition then these
Terms and Conditions of Sale will apply.
1.4
Words importing the singular shall include the plural and vice
versa.
1.5
The headings are for convenience only and not for the purpose
of interpretation.
2.1
The Contract shall be formed either upon Guava Asia communicating
its acceptance of the Customer's order or upon tendering delivery,
whichever is sooner.
2.2
These Terms and Conditions shall apply to and form part of the
Contract for the sale and purchase of the Goods. No terms and/or
Terms and Conditions which the Customer may seek to impose shall
apply or have effect. No variations to the Contract shall be binding
unless specifically agreed in Writing between authorized representatives
of the Customer and Guava Asia.
2.3
Any recommendations or suggestions relating to the use of the
Goods, made by Guava Asia, either in technical literature, packaging
or in response to a specific enquiry, is given in good faith,
but it is for the Customer to satisfy itself as to the suitability
of the Goods for its own particular purpose and to the extent
it is lawful so to do Guava Asia hereby expressly excludes itself
from liability for breaches of Terms and Conditions and warranties
implied by law.
2.4
No Goods will be supplied by Guava Asia on a sale or return basis.
2.5
Guava Asia reserves the right to cancel any order or part of any
order at any time prior to dispatch of the Goods for any reason
whatsoever without thereby incurring any liability to the Customer.
If for any reason other than rejection under Clause 6.3 the Customer
does not accept delivery of the Goods at the time when the Goods
are tendered then in addition to any remedies of Guava Asia hereunder
the Customer shall be liable to Guava Asia for the full cost of
the goods as well as the delivery cost of the Goods incurred by
Guava Asia.
2.6
Except where separately notified. Goods included in any order
may be bulked to arrive at the order size/value for prices which
are applicable. Bulked orders are accepted for delivery to one
delivery point only. All orders that require a delivery date of
less than 30 days from the point the Contract is accepted by Guava
Asia may be liable for a delivery and administration charge that
will be varied from time to time and which the Customer can request
details of at any time of the ordering process.
2.7
In the event of cancellation of order, Customer shall be fully
liable to imburse all costs, and expenses incurred by Guava Asia
for all tangible and intangible resources purchased, used up or
related in any way to the cancelled order up to the point when
such cancellation is formally communicated to Guava Asia in Writing.
3.1
Guava Asia reserves the right to make any changes in the specification
of the Goods which are required to conform with any applicable
safety or other statutory requirements or which do not materially
affect their quality or performance or are part of a product improvement
process solely determined by Guava Asia.
4.1
Prices are subject to change without prior notice and the Goods shall
be subject to the price current on the day of acceptance of the
Customer's order by Guava Asia.
4.2
Prices are quoted exclusive of Goods and Services Tax and any
other applicable taxes and duties all of which shall be payable
by the Customer.
4.3
Except where separately notified. Prices are quoted exclusive
of any delivery and administration charges which shall be payable
by the Customer.
4.4
FOB term includes the cost of the actual goods and delivery
within the specified location only. For example: FOB "X" means
that the price stated includes cost of the actual goods and one
time delivery to a designated location within "X" only.
4.5
CIF term includes the cost of the actual goods and delivery to
the specified port only. For example: CIF "X" means that the price
includes cost of the actual goods and delivery to port "X" only,
excluding clearance cost and all related charges thereafter.
5.1
Customer shall pay Guava Asia according to the payment term
mentioned in the Quotation. The time of payment of the price shall
be the essence of the Contract. Receipts for payment will be issued
only upon request.
5.2
If the Customer fails to make full payment on the due date then,
without prejudice to any other right or remedy available to Guava
Asia, Guava Asia shall be entitled to cancel the Contract, to
suspend any further deliveries to the Customer, and to charge
the Customer interest (both before and after any judgment) on
the amount unpaid, at the rate of one per cent per month or any
part thereof until payment in full is made together with all costs,
charges or expenses incurred in recovering any amount due.
5.3
Unless otherwise agreed by an authorized representative of Guava
Asia in Writing, all payment are to be made in Singapore Dollars.
5.4
For payment via bank transfer, the net expected amount is
according to the amount mentioned in the invoice/pro forma invoice
(whichever is applicable) - excluding any bank charges/commission.
In the event of the net amount received is less than the expected
amount, Customer is fully obliged to pay the remaining balance and
Guava Asia shall be entitled to suspend the particular transaction
up to the point when the full payment is made by the Customer.
6.1
Delivery of the Goods shall be made to the Customer's usual point
of delivery unless notified otherwise when the Customer's order
is placed. Unless delivery by installments is expressly agreed
by an authorized representative of Guava Asia in Writing, there
shall be deemed to be a single and indivisible contract.
6.2
Guava Asia shall endeavor to meet any dates quoted for delivery
but shall not be liable for any variation in the delivery date
of the Goods howsoever caused. Time for delivery shall not be
of the essence unless previously agreed by an authorized representative
of Guava Asia in Writing.
6.3
The Buyer shall inspect all Goods upon delivery and shall promptly
notify Guava Asia in Writing of any non-delivery, loss or damage
to the same. If Guava Asia shall not have been given notice of
any claim within three days of delivery the Goods shall be deemed
accepted by the Buyer. Guava Asia shall have no liability to the
Customer in the event that any failure on the part of the Buyer
to promptly notify Guava Asia results in Guava Asia being unable
to successfully claim against its carrier in respect of such non-delivery,
loss or damage.
6.4
Guava Asia reserves the right to refuse to leave the Goods at
the point of delivery if the Buyer is either unavailable or refuses
to tender a signature. When such goods are re-delivered Guava
Asia reserve the right to make additional charges for the resultant
administration and carriage costs.
7.1
Property in the Goods shall remain with Guava Asia until such
time as the Customer has paid all sums due for the Goods and delivery
and administration costs in question.
7.2
Notwithstanding Clause 7.1 the Customer shall be entitled to use
or sell the Goods in the usual course of its business provided,
in the case of sale, that such transaction is made in good faith.
7.3
Notwithstanding the Goods remain Guava Asia's property; risk of
damage to or loss of the Goods shall pass to the Customer at the
time of delivery.
7.4
The Customer's right to possess and use the Goods shall cease
and Guava Asia shall be entitled to require the Customer to immediately
deliver the Goods to it (and if the Customer fails to do so, the
Customer hereby grants Guava Asia a license to enter upon its
premises to repossess the Goods) in the event that either the
Customer fails to pay Guava Asia any amount when due for payment
or the provisions of Clause 9 apply (insolvency).
8.1
Subject to the Terms and Conditions set out below, Guava Asia
warrants that the Goods will correspond with their specification
at the time of delivery.
8.2
The above warranty is given by Guava Asia subject to the condition
that Guava Asia shall be under no liability in respect of any
defect arising from fair wear and tear, abnormal working or storage
conditions, delivery mishandling, failure to follow Guava Asia's
instructions, misuse, alteration or tampering of the Goods without
Guava Asia's approval or any negligence.
8.3
Subject as expressly provided in these Terms and Conditions, all
warranties, Terms and Conditions or other terms implied by statute
or common law are excluded to the fullest extend permitted by
law.
8.4
Save as may be provided in the Contract, nothing in Guava Asia's
sales and promotional literature and no statement made by any
of its employees or agents shall be incorporated in the Contract
and the Customer acknowledges that no reliance has been placed
on any such material or statement.
8.5
Guava Asia shall not be liable to the Customer for any loss of
profit or other indirect, special or consequential costs, expenses,
loss or damage (and whether caused by the negligence of Guava
Asia, its employees or agents or otherwise) which arise out of
or in connection with the supply of Goods or their subsequent
use except as expressly provided in these Terms and Conditions.
8.6
Guava Asia's maximum aggregate liability under, arising from or
in connection with the Contract (whether in contract, for negligence
or otherwise) shall be limited to a sum equivalent to the price
of the Goods in respect of which such liability arises.
8.7
Guava Asia shall not be liable to the Customer or be deemed to
be in breach of the Contract by reason of any delay in performing,
or any failure to perform, any of Guava Asia's obligations in
relation to the Goods, if the delay or failure was due to any
cause beyond Guava Asia's reasonable control as judged by Guava
Asia.
9.1.
This clause applies if:
9.1.1.1
the Customer makes any voluntary arrangement with its creditors
or becomes subject to an administration order or ( being an individual
or firm ) becomes bankrupt or ( being a company ) goes into liquidation
( other than for the purpose of amalgamation or reconstruction
) ; or
9.1.1.2
an encumbrance takes possession or a receiver, administrative
receiver or administrator is appointed of any of the property
or assets of the Customer ; or
9.1.1.3
the Customer ceases or threatens to cease to carry on business
; or
9.1.1.4
Guava Asia reasonably apprehends that any of the events mentioned
above is about to occur in relation to the Customer and notifies
the Customer accordingly.
9.2.
If this Clause applies then the price of the Goods shall become
immediately due and payable and without prejudice to any other
right or remedy available to Guava Asia, Guava Asia shall be entitled
to suspend any further deliveries or ask for payment in advance
of delivery without any liability to the Customer.
10.1
Guava Asia shall be entitled to assign or transfer its rights
under the Contract and to perform its obligations through a sub-contractor
of its choice.
10.2
Customer may not assign, convey, subcontract or delegate Customer
rights, duties or obligations hereunder.
10.3
Any notice required or permitted to be given by either party to
the other under these Terms and Conditions shall be in Writing
addressed to that other party at its registered address or principal
place of business or such other address as may at the relevant
time have been notified pursuant to this provision to the party
giving the notice.
10.4
The Customer shall not use Guava Asia's company image, logo or
trademarks or the image, logo or trademarks of the Goods supplied
as part of this Contract in publicity material or other similar
communications to third parties without Guava Asia's prior written
consent.
10.5
These Terms and Conditions shall be deemed severable. In the event
that any provision is determined to be unenforceable or invalid,
such provision shall nonetheless be enforced to the fullest extent
permitted by applicable law, and such determination shall not
affect the validity and enforceability of any other remaining
provisions.
10.6
If Guava Asia takes any action to enforce this Terms and Conditions,
Guava Asia will be entitled to recover from the Customer, and
the Customer agree to pay, all reasonable and necessary attorney's
fees and any cost of litigation, in addition to any other relief,
at law or in equity, to which Guava Asia may be entitled.
10.7
Customer hereby agrees to fully indemnify and keep Guava Asia
and its affiliates, officers, directors, agents and employees
harmless from any claim or demand, including reasonable attorney's
fees, in respect of any claims threatened or actual arising out
of any breach by the Customer of this Clause.
10.8
Guava
Asia shall not be liable for any delay or failure in performance
under this Terms and Conditions
resulting from matters beyond our control. These include acts of
God, requirements of any governmental or regulatory authority,
war, national emergency, accident, fire, lightning, equipment
failure, computer software or software malfunction, electrical
power failure, faults, interruption or disruption of your
equipment or the equipment of any third party, riots, strikes,
lock-outs, industrial disputes (whether or not involving our
employees), delay/failure caused by any third party, or epidemics
of infectious diseases.
10.9
Termination of the Contract shall be without prejudice to any
rights of either party arising prior to or as a result of such
termination and no waiver of any rights shall be a continuing
waiver or prejudice the future enforcement of such right.
10.10
The Contract shall be governed by the laws of Singapore the parties
submit to the non-exclusive jurisdiction of the Singapore Courts.
The application of the United Nations Convention on Contracts
for the International Sale of Goods 1980 to these Terms and Conditions
is hereby excluded.
10.11
No failure or delay by Guava Asia to exercise or enforce any of
its rights under these Terms and Conditions will operate as a
waiver of such rights nor will such failure or delay in way prejudice
or affect its right at any time thereafter to act strictly in
accordance with our rights under this Terms and Conditions.
10.12
Unless otherwise expressly stated in Contract and agreed by an
authorized representative of Guava Asia in Writing, a person who
is not party hereto shall have no right under the Contracts (Right
of Third Parties) Act 2001 to enforce any of the Terms and Conditions
therein.
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