LAMINATES TERMS AND CONDITIONS OF SUPPLY
1. Definitions: In these Terms and Conditions, unless the context otherwise requires, the following words and phrases shall have the following meanings:
“Agreement” means the Quotation issued by the Seller read with these Terms and Conditions which has been accepted by the Buyer in accordance with Clauses 2 and 3 herein.
“Defects” means any defect of the Buyer with respect to the quality of the Products, exclusive due to any defects in the materials and/or manufacturing defects and/or compliance of the Products with the terms of the Agreement.
“Products” mean the goods and/or deliverables to be supplied by the Seller as indicated within the Quotation.
“Seller” means EDL Pte Ltd.
“Special Indent Products” mean products not currently available within the Seller’s regular inventory but are specifically ordered or procured by the Seller on behalf of the Buyer. Such products will incur longer lead times for procurement and may involve additional costs, including but not limited to costs associated with customisation, production, or sourcing.
2. Agreement: Subject to Clause 3 below, written acceptance and/or endorsement of the Quotation by the Buyer shall constitute valid acceptance of this Quotation and these Terms and Conditions herein set forth (the “Agreement”). Where no Quotation is issued, the Seller’s issuance of the invoice shall constitute the formation of a contract between the Buyer and Seller and incorporation of the Terms and Conditions herein. Except for the Quotation (if any), these Terms and Conditions, and the issued invoice, all statements or representations contained in any other document, correspondence or exchange (whether oral or otherwise) between the Parties or between either of the Parties and any third parties shall not form part of nor have any bearing whatsoever on the construction of this Agreement. No modifications of this Agreement shall be valid unless accepted in writing by the Seller. The Seller shall not be bound by any printed matter on the Quotation or on these Terms and Conditions.
3. Validity of Quotation: All Quotations issued by the Seller shall only remain valid for a default period of thirty (30) calendar days from the date of the Quotation unless otherwise agreed in writing by the Seller (hereinafter referred to as a “Valid Quotation”).
4. Delivery: Unless otherwise agreed in writing, time shall not be of essence for this Agreement.
5. Price Calculation:
(a) The price payable by the Buyer shall be the price quoted within a valid Quotation issued by the Seller, or in the absence of any price stated within a valid Quotation, the Seller’s current list of prices for the Products. The Seller’s current list of prices shall be made available to the Buyer upon request.
(b) For Special Indent Products, the Buyer shall make full payment in advance to the Seller before the Seller places the forward order with the relevant manufacturer.
6. Payment: Payment shall be made by the Buyer within the time frame verbally communicated or as reflected in the Quotation or the Statement of Accounts. In the event there is a conflict between the time frame as verbally communicated and that reflected in the Quotation or the Statement of Accounts, the shorter time frame shall apply. For the avoidance of doubt, any payment-related costs including but not limited to fees charged by banks and costs incurred in offering shipping documents shall be borne by the Buyer.
7. Late Payment: In the event that the Buyer fails to make payment in accordance with Clause 4 and 5 above, the Buyer shall be liable to pay late payment interest at the prevailing rate prescribed in respect of judgment debts under the Supreme Court of Judicature Act 1969.
8. Retention of Title: Title to the Products belongs to the Seller and shall not pass to the Buyer until the Seller has received the full amount due and payable calculated pursuant to Clause 5 above inclusive of interest and payment for delivery and/or insurance if applicable. The retention of title shall not affect the passing of risk as provided for under Clause 9 below.
9. Risk of Products: Unless otherwise provided for within the Agreement, all risks relating to the Products shall be passed to the Buyer upon acceptance of the same by the Buyer notwithstanding that payment to the Seller has not been made under this Agreement. For the avoidance of doubt, in the event the Agreement provides for self-collection of the Products by the Buyer, the risk transfers to the Buyer upon the Buyer’s collection of the Products, whether collected personally by the Buyer or by third parties appointed by the Buyer including but not limited to collection by a courier.
10. Exclusions of Liability for Defects: After risk of the Products have been transferred pursuant to Clause 9 above, the Seller shall not be liable for any defect of damage resulting from any misuse by the Buyer and/or any client of the Buyer, negligent or incorrect handling, storage and/or installation of the Products, lack of maintenance and care, treatments, alterations and/or repair of the Products, or wear and tear for the same. The Seller shall also not be liable for any operating loss, loss of time, loss of use, loss of profit or any indirect or consequential damages, costs or penalties including but not limited to dismounting costs, reinstallation costs and/or access equipment costs. Further, for the avoidance of doubt, the Seller shall not be liable for any deviations within the tolerances standards indicated within the relevant product specification sheets and such deviations shall not constitute a defect.
11. Product Liability Limitations:
(a) Without prejudice to Clause 12 below, the Seller’s liability pursuant to the Agreement including liability for any defects in the Products supplied, will be limited to the net amount invoiced for the relevant Products. The Seller shall not be liable for any damage against which the Buyer is insured. The same limitations set forth in this Clause 11 shall apply in the Seller is held liable by the Buyer on grounds other than breach of the Agreement.
(b) The sending of messages to the Seller by any electronic means, unless the Seller and Buyer have concluded a specific written agreement for that purpose, will be at the Buyer’s risk. The Seller shall not be responsible or liable for the non-arrival, incomplete arrival or incorrect arrival of any message sent by electronic means.
(c) The Seller shall not be liable for any defect and/or damage resulting from the Buyer and/or any client of the Buyer misusing the Products, negligent or incorrect handling, storage and/or installation of the Products, lack of maintenance and care, treatments, alterations or repair of the Products, wear and tear or other similar issues.
(d) The Seller shall in no event be liable for operating loss, loss of time, loss of use, loss of profit, or any indirect or consequential damage, loss, cost or penalty including but not limited to carpentry costs. costs of dismounting, reinstallation, and costs of access equipment e.g. scaffold, cherry picker, scissor lift or electrical works necessary for repairs or replacements.
12. Product Warranties: The Products are intended for use as surfacing materials for interior carpentry works (excluding flooring), and the Seller does not guarantee product suitability beyond the stated specific purpose in this Clause. The Product warranties granted by the Seller including warranty periods can be found at www.edleuro.com or such other website link that the Seller may provide to the Buyer in writing from time to time (the “Product Limited Warranties”). In the event there is a contradiction between these Terms and Conditions and the Product Warranties, the Product Warranties shall prevail.
13. Duty of Examination and Notice of Defects:
(a) Upon receipt of the Products, the Buyer shall promptly verify whether the Products supplied comply with the Agreement and are without defects. The Buyer must present any dissatisfaction with the Products by giving written notice (“Notice of Defects”) to the Seller of the same providing all reasonable particulars within three (3) working days from the date of delivery. All dissatisfaction with the Products must be submitted in writing and contain the following: (a) the reference number of this Agreement, (b) any invoice or bill of lading numbers and (c) any other details relating to the alleged defect.
(b) Products which are subject matter of a Notice of Defects has been submitted shall not be returned by the Buyer to the Seller unless the Seller’s express written consent has been obtained. Without prejudice to Clause 11 above, if the Seller recognises the Buyer’s Notice of Defects as valid and with justifiable basis, the Seller may then elect, at his sole discretion, one or more of the following options, taking the nature of the Buyer’s Notice of Defects into account: (i) give a price reduction to account for the diminution in value as a result of the alleged defects, or (ii) replace the Products supplied, or (iii) refund the purchase price in exchange for the Products supplied being returned at the Buyer’s costs. In such case, the Buyer is obliged to return the products to the Seller by the next working day of the Seller’s notification of acceptance of such Notice of Defects. For avoidance of doubt, the Buyer shall bear the costs of such return.
(c) For the avoidance of doubt, it is understood that any dissatisfaction with the Products for defects not attributable to the materials used by the Seller and/or the manufacturing defects in the Products will not be accepted by the Seller. Except as set out in this Clause as to Notice of Defect, all conditions, warranties and representations, express or implied by statute, law or otherwise in relation to the supply or delay in supplying the Products are excluded to the fullest extent permitted by law.
14. Return Policy: Any returning of Products delivered by the Seller to the Buyer by the Buyer shall require prior written approval of Seller and shall be subject to (a) the Seller’s rights in Clause 13 herein, (b) the Products still being part of the Seller’s current collection, and (c) that the Products are returned by the next working day in original condition from the Seller’s prior written approval in the same condition in which they were delivered. In the event of return of Products pursuant to this Clause, the Buyer shall bring the Products back to the Seller’s warehouse for checking solely at the Buyer’s cost. Products under the Module, Compact, Aptico, Colour Core, Metal collection and other products ordered on indent shall be non-returnable and can in no case be cancelled after the requisite deposit made by the Buyer pursuant to the Invoice has been received by the Seller. To avoid doubt, the Seller shall be entitled to refuse any return of Products by the Buyer if they do not comply with this Clause.
15. Buyer’s Responsibility to Check: The Buyer shall be responsible to check the accuracy of the Products collected and/or delivered in relation to this Agreement including but not limited to ensuring that the Products delivered and/or collected are in accordance with the requirements of the Agreement. In the event of wrong delivery, the Buyer shall be responsible for making the relevant Notice of Defect in compliance with Clause 13 herein. The Seller’s liability shall be limited to Clause 13(b) herein. In the event that the Buyer fails to raise a relevant Notice of Defect in compliance with Clause 13 herein and proceeds to use, fabricate and/or install the Products, the Seller shall not be liable for any defects discovered thereafter including liability as outlined in Clause 13(b) herein. For the avoidance of doubt, the Buyer acknowledges that there may be minor colour variation between manufacturing batches for the same set of products and that such colour variation(s) shall not constitute a valid basis for a Notice of Defect.
16. Special Indent Product Orders & Storage: The Buyer is deemed to accept a tolerance of 10% in quantity or amount for Special Indent Products. In the event this Agreement provides for self-collection of the Special Indent Products, written notice shall be provided to the Buyer upon arrival of Special Indent Products, and the Buyer shall collect the Special Indent Products within a week of such notification, failing which the Seller shall be entitled to impose storage charges at prevailing rental rates.
17. Termination:
(a) Without prejudice to the provisions of this Agreement and any other rights and remedies of the Seller, the Seller shall be entitled to terminate the Agreement and suspend further deliveries to the Buyer and stop any Products in transit forthwith in the event of the Buyer’s failure to pay any sums due to the Seller on the due date in respect of this Agreement (or any part thereof), whether in the form of full payment, advance payment or partial payment;
(b) In the event of early termination under this Clause, without prejudice to any rights and remedies of the Seller, the Seller shall be entitled to (i) enter into the premises in the Buyer’s possession, occupation or control or to which the Buyer has any right of access to repossess any Products owned by the Seller, provided always that no Product can be sold or otherwise delivered by the Buyer to any third party within six (6) months from the date of the termination of this Agreement, (ii) to be paid all sums then due to the Seller by the Buyer in respect of all Products provided by the Seller to the Buyer which the Seller is unable to repossess under (i) above. In addition, the Seller is also entitled to claim from the Buyer a sum equal to the loss of profit of partially completed.
18. Governing Law: The governing law of this Agreement and or any dispute resolution proceedings commenced (including arbitration) as a result of any dispute arising therefrom shall be the laws of the Republic of Singapore. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
19. Rights of Third Parties: This Agreement does not create or purport to create any right under the Contracts (Right of Third Parties) Act 2001 or any subsequent amendment thereto, which is enforceable by any person or party who or which is not a party to this Agreement. Any person or party who or which is not a part to this Supply Contract shall have no right under such Act or subsequent amendment thereto, to enforce any of the terms and conditions therein.
20. Waiver: Any inaction or failure by the Seller to insist upon the strict performance of any term, covenant or condition of this Agreement, to exercise any right or remedy under this Agreement shall not be construed as a waiver but only as a temporary forbearance. Such temporary forbearance shall not subsequently prejudice the Sellers’s rights and/or obligations as against the Buyer under this Agreement or at law, or shall not prevent the Seller from subsequently acting strictly in accordance with the terms of this Supply Contract. Any waiver granted by the Seller in respect of any provision or breach of any provision of this Agreement must be in writing and may be withdrawn at any time with notice. Any such waiver may be given subject to any conditions deemed fit by the Seller and shall be effective only in the specific instance and purpose for which such waiver is given. In the absence of the Seller’s notice of waiver in writing, no action of the Buyer shall be construed as a waiver.
21. Severability: If any provision of this Agreement shall in whole or in part be held to be prohibited by law or judged by a court to be void or unenforceable, the provision shall, to the extent required, be severed from this Agreement or otherwise to the extent necessary be deemed to not form part of this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement. For the avoidance of doubt, if any part of this Agreement is or becomes invalid, illegal, unenforceable or incapable of performance, the validity, legality, enforceability or performance of the remainder of this Agreement shall not in any way be affected or impaired.
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