PM-International Singapore Nutrition Pte Ltd
GENERAL TERMS AND CONDITIONS OF SALE
1.1 In these Conditions:
"Buyer" means the person who accepts a quotation of the Supplier for the supply of Goods, whose order for Goods is accepted by the Supplier or who otherwise enters into a contract for the supply of Goods with the Supplier;
"Conditions" means the general terms and conditions set out in this document and (unless the context otherwise requires) any special terms and conditions agreed in writing between the Buyer and the Supplier;
"Contract" means the contract for the purchase and sale of Goods,howsoever formed or concluded, whether pursuant to a written order of the Buyer or a quotation of the Supplier or otherwise, to which these Conditions apply;
"Goods" means the goods (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with a Contract;
"Supplier" means PM-International Singapore Nutrition Pte Ltd;
2. Basis of the Contract
2.1 The supply of Goods by the Supplier to the Buyer under any Contract shall be subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions contained or referred to in any documentation submitted by the Buyer or in correspondence or elsewhere or implied by trade custom practice or course of dealing.
2.2 The Supplier's employees or agents are not authorised to make any representations concerning any Goods unless confirmed by the Supplier in writing. Any information made available in connection with any offer for the supply of Goods, including photographs, drawings, data about the extent of the delivery, appearance, performance, dimensions, weight, consumption of operating materials, operating costs, is not binding unless expressly designated as binding by the Supplier in writing. In entering into the Contract the Buyer acknowledges that it does not rely on and waives any claim based on any such representations or information not so confirmed.
2.3 Any advice or recommendation given by the Supplier or its employees or agents to the Buyer or its employees or agents which is not confirmed in writing by the Supplier is followed or acted upon entirely at the Buyer's own risk and accordingly the Supplier shall not be liable for any such advice or recommendation which is not so confirmed.
2.4 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Supplier.
2.5 Any typographical clerical or other error or omission in any sales literature quotation price list acceptance of offer invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
3. Orders and specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier's authorised representative.
3.2 The Buyer shall be responsible to the Supplier for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Supplier any necessary information relating to the Goods within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms.
3.3 The quantity quality and description of and any specification for the Goods and/or the description of the Services shall be those set out in the Supplier's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Supplier) or as otherwise set out in any Contractual documentation.
3.4 The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or regulatory requirements.
3.5 Buyer shall be entitled to cancel any order within two weeks after placing the order without having to state any reason. The cancellation has to be made in writing, which shall include email, or by returning the Goods. The cancellation notice has to be sent to and Goods have to be returned to:
PM International Singapore Nutrition Pte Ltd
1 Commonwealth Lane
3.6 All intellectual property rights and without prejudice to the generality of the foregoing to include copyright design right patents trade marks and know-how whether registered or not in drawing designs specifications samples tools and the Goods remain the absolute property of the Supplier.
4.1 The price of the Goods shall be the price stated in the Supplier’s offer which has been accepted by the Buyer or the price stated in the Buyer’s offer which has been accepted by the Supplier, or where the price has not been explicitly mentioned, the price listed in the Supplier's published price list current at the date of conclusion of the Contract.
4.2 Unless otherwise agreed in writing between the Buyer and the Supplier all prices for Goods are given by the Supplier on an ex works basis.
4.3 The price is inclusive of any applicable goods and services tax, value added tax or similar tax. The Supplier shall be entitled to receive the price net of all bank charges, other taxes and similar expenses.
4.4 The Buyer shall meet the cost of any special packaging of the Goods which it may request or which may be necessitated by delivery by any means other than the Supplier’s normal means of delivery.
5. Terms of payment
5.1 Payment of Goods may be made by cheque or by credit card. Seller reserves the right to exclude certain methods of payment in individual cases.
5.2 Payment shall be made before Goods are dispatched.
5.3 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Supplier the Supplier shall be entitled to:
5.3.1 cancel the Contract or suspend any further deliveries of the Goods; and/or
5.3.2 charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of one per cent (1.0%) 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).
6.1 Cost for the delivery of the Goods shall be borne by the Buyer. For deliveries within Singapore, Buyer shall pay, independently of the order value, a shipping fee of SGD 13.00* and for cheque collection additional SGD 5.00*. For orders of less than SGD 50.00 there is a surcharge of an additional SGD 5.00*. Save for obligations expressly undertaken by the Supplier in writing, the Supplier shall have no other obligations, in particular obligations which it might otherwise have according to the provisions of the Sale of Goods Act (Cap. 393). (*before GST)
6.2 Delivery is subject to availability of Goods, even if orders have been confirmed. No compensation shall be due to Buyer, if delivery is not effected even though the order had been confirmed.
7. Risk and property in the Goods
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon dispatch of the Goods by Seller.
7.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property in the Goods shall not pass to the Buyer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Supplier to the Buyer for which payment is then due.
8. Warranties and remedies
8.1 Subject as expressly provided in these Conditions all other warranties conditions or terms, including those implied by statute or common law, are excluded to the fullest extent permitted by law.
8.2 Subject to this Condition 8, the Supplier warrants that the Goods will correspond with their specification at the time of delivery, and agrees to remedy any non-conformity therein for period of 3 months commencing from the date on which the Goods are delivered or deemed to be delivered ("Warranty Period"). Where the Buyer is dealing as a consumer (within the meaning of the Unfair Contract Terms Act Cap 396), the Supplier further gives to the Buyer such implied warranties as cannot be excluded by law.
8.2.1 The Supplier’s above warranty concerning the Goods is given subject to the following conditions:
(a) Any description given of the Goods is given by way of identification only and the use of such description shall not constitute a sale by description.
(b) Notwithstanding that a sample of the Goods has been exhibited to and inspected by the Buyer, it is hereby declared that such sample was not so exhibited and inspected as to constitute a sale by sample under the Contract.
(c) The Supplier shall be under no liability under the above warranty (or any other warranty condition or guarantee) if the total price for the Goods and/or Services has not been paid in cleared funds by the due date for payment.
(d) The Supplier shall be under no liability whatsoever in respect of any defect in the Goods arising after the expiry of the Warranty Period.
8.2.2 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall be notified to the Supplier within two days from the date of receipt of the Goods or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure, but latest within 3 months.
8.2.3 If the Buyer does not give due notification to the Supplier in accordance with the Condition 8.2.2, the Supplier shall have no liability for any defect or failure or for any consequences resulting therefrom. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet a specification is notified to the Supplier in accordance with Condition 8.2.2, the non-conforming Goods (or part thereof) will be replaced free of charge as originally ordered. Where the Goods have not been so replaced within a reasonable time, despite a written warning from the Buyer, the Buyer shall be entitled to a reimbursement of the purchase price. Upon a replacement being made as aforesaid, the Buyer shall have no further claim against the Supplier.
8.2.4 When the Supplier has provided replacement Goods, the non-conforming Goods or parts thereof shall become the Supplier’s property.
9. Force Majeure
9.1 The Supplier shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Supplier's obligations if the delay or failure was due to any cause beyond the Supplier's reasonable control.
10.1 The Supplier shall accept liability to the Buyer for death or injury resulting from its own or that of its employees' negligence. Save as aforesaid, the Supplier’s liability under or in connection with the Contract shall be subject to the limitations set out in this Condition 10.
10.2 The Supplier shall be under no liability whatsoever where this arises from a reason beyond its reasonable control as provided in Condition 9 or from an act or default of the Buyer.
10.3 In no event shall the Supplier 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 Buyer as a result of an action brought by a third party) even if such loss were reasonably foreseeable or the Supplier had been advised of the possibility of the Buyer incurring the same.
10.4 The remedies set out in Condition 8 are the Buyer’s sole and exclusive remedies for non-conformity of or defects in the Goods and the Supplier’s liability for the same shall be limited in the manner specified in Condition 8.
10.5 Without prejudice to the sub-limits of liability applicable under this Condition 10 or elsewhere in these Conditions, the Supplier’s 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 its performance or non-performance under the Contract, shall not exceed 50% of the total Contract price.
10.6 No action shall be brought by the Supplier later than 12 months after the date it became aware of the circumstances giving rise to a claim or the date when it ought reasonably to have become aware, and in any event, no later than 12 months after the end of the Warranty Period.
11.1 On or at any time after the occurrence of any of the events in condition 11.2 the Supplier may stop any Goods in transit, suspend further deliveries to the Buyer, exercise its rights under Condition 7 and/or terminate the Contract with the Buyer with immediate effect by written notice to the Buyer
11.2 The events are:-
11.2.1 the Buyer being in breach of an obligation under the Contract;
11.2.2 the Buyer passing a resolution for its winding up or a court of competent jurisdiction making an order for the Buyer’s winding up or dissolution;
11.2.3 the making of an administration order in relation to the Buyer or the appointment of a receiver over or an encumbrancer taking possession of or selling any of the Buyer’s assets;
11.2.4 the Buyer making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors.
12.1 No waiver by the Supplier of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.2 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.
12.3 No person who is not a party to this Contract (including any employee officer agent representative or sub-contractor of either party) shall have any right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any terms of this Contract which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties, which agreement must refer to this Condition 12.3.
12.4 The Contract shall be governed by the laws of Singapore and the Buyer agrees to submit to the exclusive jurisdiction of the Courts in Singapore. However, Seller shall have the right to institute a suit, action or proceeding at Buyer’s domicile.
12.5 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any Contract for the sale of Goods.