| (A) |
The User wishes to access and use the Service (as defined
below) through the Website (as defined below) and has submitted
a duly completed application form as prescribed by The Polyolefin
Company (Singapore) Pte Ltd ("TPC") in respect of such
access and use to TPC, electronically or otherwise; and
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| (B) |
TPC agrees to provide the Service to the User on the terms
and conditions set forth below.
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| 1. |
DEFINITIONS |
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1.1 |
In this Agreement, unless the context otherwise
requires:
"Advertisements" is defined in Clause 8.
"Agreement" means the application form for the Service
as may be prescribed from time to time by TPC read together
with this agreement and any and all schedules, annexes and
exhibits attached to it or incorporated in it by reference.
"Confidential Information" means all information and data
including without limitation any technical information, source
code, object code, equipment, data, processes, inventions,
products, business, financial information, customer information,
documents, software, marketing, support, specifications and
documentation, whether or not stamped or marked as "confidential",
in relation to the operations or business of TPC or of the
Service and/or the Website and other proprietary information,
received or obtained by the User in the course of or for the
purposes of this Agreement or in the course of the User's
use of and access to the Service and/or the Website, but shall
not include information which was rightfully in the possession
of the User prior to the commencement of the negotiations
leading to this Agreement, or which is already public knowledge
or becomes so at a future date otherwise than as a result
of the User's breach of this Agreement.
"Password" means a password issued by TPC to the User
under Clause 5.1.
"Rules" is defined in Clause 3.4.
"Service" means the electronic service provided via
the Website, as described in Schedule A and as may
be amended by TPC from time to time.
"TPC Intellectual Property" is defined in Clause 13.1.
"Transaction" means any request or communication made
or communicated via the Website and/or the Service.
"Transaction Information" is defined in Clause 9.1.
"User" means the entity or person named as such in
this Agreement (including the application form for the Service
as may be prescribed by TPC from time to time and any acknowledgement
to the same) and any and all of such entity or person's agents.
"UserID" means a user login identification code issued
by TPC to the User under Clause 5.1.
"User Configuration" is defined in Clause 3.2.
"Website" means the web portal on the Internet which
is owned and/or operated by TPC and which is presently at
http://tpc.com.sg and on which the Service is made
available.
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1.2 |
In this Agreement, unless otherwise stated:- |
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(a)
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a reference to a clause, schedule or appendix is
to a clause in, or schedule or appendix to, this Agreement; |
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(b)
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words in the singular shall include the plural and
vice versa; |
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(c)
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the headings in this Agreement are for convenience
only and are not intended to have any legal effect; and |
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(d)
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words denoting persons shall include bodies corporate,
unincorporated associations and partnerships. |
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| 2. |
DURATION OF CONTRACT |
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This Agreement shall commence on the date of this
Agreement and shall continue thereafter unless terminated in
accordance with Clause 14 below. |
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| 3. |
PROVISION OF THE SERVICE |
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3.1 |
TPC will provide the Service to the User on the
terms and conditions contained herein. |
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3.2 |
The User shall be responsible for the procurement,
installation and maintenance (at its own cost and expense) of
the web browser, software, hardware, equipment, telecommunication
and Internet access services necessary to use and access the
Website through which the Service will be provided, as specified
by TPC from time to time ("User Configuration"). The
User accepts that such User Configuration is necessary for use
and access of the Service through the Website and are not included
as part of the Service. The list of minimum hardware and software
requirements for the Service is set out in Schedule B
but may be revised from time to time by TPC by posting such
revised list within the Website. |
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3.3 |
The User acknowledges and agrees that TPC is under
no obligation to support any User Configuration other than those
specified by TPC pursuant to Clause 3.2 and that if the User
fails to use such User Configuration, the User may not be able
to obtain access to the Service available on the Website, and
TPC shall not be held liable as a result thereof. |
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3.4 |
The User agrees to comply with all notices, guidelines,
rules and instructions pertaining to the use of and access to
the Service and the Website ("Rules") as may be issued
by TPC to the User from time to time in accordance with Clause
4.3. |
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3.5 |
The products and/or services provided by TPC through
the Service are subject to TPC's Terms and Conditions of Sale
set out in Schedule C, as may be substituted or amended
by TPC from time to time and the User agrees to abide and be
bound by such Terms and Conditions of Sale in respect of all
orders for TPC's products and/or services. |
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3.6 |
In the event of any inconsistency between this Agreement
and the Terms and Conditions of Sale, |
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3.6.1 |
the Terms and Conditions of Sale shall prevail in
so far as the inconsistency relates to the products and/or services
in question; and |
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3.6.2 |
this Agreement shall prevail in so far as the inconsistency
relates to the Service. |
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| 4. |
SUSPENSION/VARIATION OF
THE SERVICE |
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TPC shall be entitled to: |
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4.1 |
temporarily suspend the Service and/or the Website
for repair, modification, maintenance or improvement of the
Website; |
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4.2 |
vary any technical specifications for the use of
the Service and/or the Website for operational reasons or otherwise
in accordance with Clause 3.2; |
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4.3 |
issue or vary the Rules by giving notice to the
User (whether by email, posted on-line or otherwise), which
TPC may in its sole discretion decide from time to time for
the Users' observance; |
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4.4 |
make any modification, change, addition to or replacement
of any part of the Service and/or the Website at any time, as
TPC may deem reasonably necessary, by giving notice to the User
(whether by email, posted on-line or otherwise); and/or |
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4.5 |
remove at any time without prior notice to the User,
any advertisements, information, data, photographs, pictures
and other materials posted on the Website or through the Service. |
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| 5. |
USERID AND PASSWORD |
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5.1 |
The User may access the Service and perform Transactions
on the Website only if the User has been provided by TPC with
(a) a UserID and (b) a Password and if such UserID and Password
are and remain valid. TPC may at any time in its sole and absolute
discretion forthwith revoke, and/or invalidate the User's UserID
and/or the Password, without prior notice, and/or change the
User's Password and/or UserID with prior notice to the User,
without assigning any reason therefor and shall not be liable
or responsible for any loss or damage suffered by or caused
to the User arising out of or in connection with or by reason
of such revocation, invalidation and/or change. |
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5.2 |
The User hereby agrees to keep all UserIDs and Passwords
confidential and not to disclose the same to anyone and to notify
TPC immediately if it has knowledge that or has reason for suspecting
that the confidentiality of any UserID and/or Password has been
compromised. The User shall be solely responsible and liable
for any disclosure or unauthorised use of any UserID and/or
Password. TPC shall not be responsible or liable for any loss
caused to or damage incurred or suffered by the User or any
person by reason of or arising from or as a consequence of any
use (whether authorised or not) of any UserID and/or Password
and of any transactions, instructions, acts, instructions or
communications arising or issuing therefrom. |
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5.3 |
Any use of or access to the Service and/or the Website,
and any acts, Transactions, information, data, instructions
or communications referable to the User's UserID and/or Password
shall be deemed to be (i) use or access of the Service by the
User and/or (ii) acts, Transactions, information, data, instructions
or communications performed, transmitted or validly issued by
and binding upon the User and TPC shall not be obliged to conduct
further verification or authentication of identity or confirmation
of any Transaction. The User acknowledges and agrees to be bound
by, and agrees to fully indemnify TPC against any and all losses,
liabilities, claims, damages and expenses (including legal fees
on a full indemnity basis) attributable to, any access, use,
acts, instructions and/or communications referable to the User's
UserID and/or Password and agrees that TPC shall be entitled
to act upon, rely on and/or hold the User solely responsible
and liable in respect thereof as if the same were performed
or transmitted by the User. |
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| 6. |
USER'S OBLIGATIONS |
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6.1 |
The User warrants, covenants and undertakes that
any and all information, data or materials transmitted through
or uploaded onto the Website by the User or submitted by the
User to TPC for posting on the Website shall NOT: |
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(a) |
infringe the rights of any party, whether in statute
or at common law, including but not limited to any party's copyright,
patent, trademark, trade secret, design or other proprietary
rights or rights of publicity, privacy or confidentiality; |
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(b) |
be offensive, indecent, obscene, pornographic, fraudulent,
stolen, harmful or otherwise illegal under the applicable law
(including without limitation the provisions of the Singapore
Broadcasting Authority (Class Licence) Notification 1996); |
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(c) |
be defamatory, trade libellous, unlawfully threatening
or harassing; |
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(d) |
constitute or encourage conduct that would be considered
a criminal offence, give rise to civil liability, or otherwise
violate any law; and/or |
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(e) |
contain any computer virus or other invasive, damaging
or malicious code or program. |
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6.2 |
The User agrees and undertakes NOT to: |
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(a) |
share or disclose any UserID and/or Password to
any other party; |
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(b) |
allow any other party access to the Service; |
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(c) |
obtain access to the Service by any means other
than through the interface approved and provided by TPC to the
User for accessing the Service; |
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(d) |
use any software or material that contains a virus
or damaging component which may corrupt the Website's data or
interfere with the operation of the Website; |
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(e) |
transmit, upload or distribute any information,
data or files through the Website which contain any viruses,
corrupted files, or any other similar software, programs, macros
or files that may impair, interfere or damage the operation
of the Service and/or the Website or another's computer; |
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(f) |
use the Service other than in conformance with the
terms of this Agreement and the Rules and any applicable laws
and subsidiary legislation; and/or |
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(g) |
copy, modify, create a derivative work of, reverse
engineer, reverse assemble or otherwise attempt to discover
the source code of any software that is used in connection with
the Service and/or the Website. |
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6.3 |
The User shall provide TPC with such information
and/or assistance as is required by TPC for the provision of
the Service and the performance of any obligation of TPC under
this Agreement. |
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6.4 |
The User shall have no authority to enter into any
contracts on behalf of TPC, whether or not through or in relation
to the Website and/or the Service. |
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| 7. |
THIRD PARTY PRODUCTS AND
SERVICES |
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TPC may, from time to time, permit a third party
to offer products and/or services via the Website and/or include
hyperlinks on the Website to third party products and/or services
available on third party websites. The User acknowledges that
such products, services and hyperlinks are provided for the
User's convenience only and shall be accessed at the User's
own risk. Under no circumstances shall it be construed that
TPC is a party to any transaction, if any, between the User
and any such third party or that TPC endorses, sponsors, certifies,
or is involved in the provision of such products or services
accessible through the Website and/or such hyperlinks and TPC
shall not be liable in any way for any products obtained and/or
purchased from or services rendered by any such third party
which shall be the sole responsibility of the relevant third
party. |
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| 8. |
ADVERTISING |
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8.1 |
TPC shall be entitled to attach or post banners,
java applets and/or such other materials ("Advertisements")
on the Website for the purposes of advertising TPC's and/or
any third party's products and/or services at its sole discretion
without the approval of the User and the User shall not be entitled
to any fee, commission or payment in respect of the Advertisements. |
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8.2 |
The User may request TPC (but TPC shall not be obliged)
to attach or post any Advertisements on the Website at the fees
to be indicated by TPC. |
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| 9. |
DATA |
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The User agrees that all information and/or data
sent or submitted through the Website and/or Service is non-confidential
and non-proprietary and that TPC shall have access to and be
entitled to use all information and/or data posted on or transmitted
through the Website by the User ("Transaction Information").
The User hereby authorises TPC to use and disclose to any person
the Transaction Information for the purposes of this Agreement
and of hosting, maintaining, operating and providing the Service
and/or Website. |
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| 10. |
LIMITS OF RESPONSIBILITY
AND LIABILITY OF TPC |
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10.1 |
The User acknowledges and agrees that the Service
and the Website and all information, materials, services and
functions provided by TPC to the User in relation thereto are
provided on an "As Is" and "As Available" basis and that the
User's use of the Service and/or the Website is entirely at
its own risk. No warranty of any kind, implied, express or statutory,
including but not limited to any warranties of title, non-infringement
of third party rights, merchantability, satisfactory quality,
fitness for a particular purpose and freedom from computer virus
or other malicious, destructive or corrupting code, agent, program
or macros, is given in conjunction with the Service, the Website,
and/or any information, materials, services and functions provided
by TPC to the User in relation thereto (including without limitation
Transaction reports and User account information). |
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10.2 |
TPC makes no warranty that: - |
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(a) |
the Service will meet the User's requirements or
the information, materials, services and/or functions provided
at or contained in the Website and/or the Service will be accurate,
timely, adequate or complete; |
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(b) |
the Service or access to the Website will be uninterrupted,
timely, secure or free from errors, faults, bugs, viruses or
other malicious, destructive or corrupting code, agent, program
or macros; |
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(c) |
any information, instruction or communication transmitted
by the User through the Website and/or Service is secure and
cannot be accessed by unauthorised third parties; |
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(d) |
any bugs, defects or interruptions in the Service
or the operation of the Website will be corrected, repaired
or rectified within any specified time period; |
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(e) |
use of materials displayed on the Website by the
User will not infringe the intellectual or proprietary rights
of third parties; or |
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(f) |
any results, reports, information, data or materials
generated or obtained from the Website and/or Service or supplied
by TPC to the User through the Website and/or Service or otherwise
(including without limitation Transaction Information) will
be truthful, accurate, reliable, timely, adequate, complete
or otherwise fit for any purpose or meet the User's requirements, |
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and TPC hereby expressly excludes and disclaims
all liability and responsibility whatsoever in respect thereof. |
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10.3 |
TPC shall be entitled to decline to process any
Transaction made through the Website and/or the Service if the
User does not comply with any of the Rules and/or the terms
of this Agreement and the User shall indemnify TPC against any
claim made by any other party against TPC as a result of the
exercise of the aforesaid right by TPC. |
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10.4 |
The User acknowledges that unless it receives confirmation
of receipt from TPC (whether by email, posted on-line or otherwise),
its instructions and/or communications to TPC may not have been
received and accordingly, may not be carried out. |
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10.5 |
TPC shall not be responsible or liable to any party
if any data or other material transmitted through or downloaded
from the Website or any software used in the Website infects
or corrupts the User's data or systems. |
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10.6 |
The User shall be responsible for insuring itself
against all loss or damage to data. TPC shall not be liable
in contract, tort or otherwise for the loss, corruption or destruction
of any data. |
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10.7 |
Except for death and personal injury resulting from
the negligence of TPC, TPC shall not in any event be liable
in contract, tort or otherwise for any: |
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(a)
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increased costs or expenses, or |
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(b)
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wasted expenditure, or |
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(c)
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loss of profit, revenues, or anticipated savings,
or |
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(d)
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special, economic, indirect or consequential loss
or damage of any nature whatsoever; or |
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(e)
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any other damage, loss or liability howsoever incurred; |
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even if TPC had been advised of the possibility
of such damages, losses or expenses occurring. This exclusion
clause shall take effect to the fullest extent permitted by
law. |
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10.8 |
The User expressly agrees that the foregoing exclusions
of liability are an essential part of the consideration bargained
for under this Agreement and that substantial charges for the
Services will be imposed in the absence of such exclusions. |
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10.9 |
Each provision of this Clause 10 is to be construed
as a separate limitation; applying and surviving even if another
of the said provisions is inapplicable or unenforceable. |
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10.10 |
The provisions of this Clause 10 shall survive the
termination of this Agreement. |
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| 11. |
INDEMNITY |
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11.1 |
The User hereby undertakes and agrees to indemnify
TPC and keep TPC at all times fully indemnified from and against
all actions, proceedings, claims, liabilities (including statutory
liability), penalties, demands and costs (including without
limitation, legal costs of TPC on a full indemnity basis), awards,
damages, losses and/or expenses however arising directly or
indirectly as a result of: |
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(a)
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any breach or non-performance by the User of any
of the User's undertakings, warranties or obligations under
this Agreement; |
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(b)
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the User's use of the Services; |
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(c)
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any act, neglect or default of the User, the User's
agents, employees, licensees or customers; or |
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(d)
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any claim by any other party against TPC arising
from sub-clause (a), (b) or (c) above. |
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11.2 |
The User shall also fully indemnify and hold TPC
harmless against any loss, costs, expenses, demands or liability,
whether direct or indirect, arising out of a claim by any third
party that any information, data or materials transmitted through
or uploaded into the Website or submitted by the User to TPC
for posting on or inclusion into the Website infringes any intellectual
or industrial property rights of any third party. |
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11.3 |
The obligations of the User under this Clause 11
shall survive the termination of this Agreement. |
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| 12. |
CONFIDENTIALITY |
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12.1 |
The User shall treat as confidential all Confidential
Information and shall not divulge any Confidential Information
to any person (except to the User's own employees and then only
to those employees who need to know the same) without TPC's
prior written consent. The User shall ensure that its employees,
servants and subcontractors are aware of and comply with the
provisions of this clause. |
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12.2 |
The User will establish and maintain sufficient
security measures and procedures to provide for the safe custody
of Confidential Information and to prevent unauthorised access
thereto or use thereof. |
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12.3 |
The obligations of the User under this Clause 12
shall survive the termination of the Agreement. |
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| 13. |
INTELLECTUAL PROPERTY
RIGHTS |
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13.1 |
Any and all trademarks, copyright and other intellectual
property rights used and/or subsisting in the Website and/or
Service and all materials and works relating thereto including
without limitation copyright and intellectual property rights
in and to:- |
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(a)
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information, advertisements and materials presented
or provided to the User through the Website and/or Service; |
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(b)
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any photographs, graphical elements, wordings, forms,
diagrams, text, film footage, computer animation, music, lyrics,
sound effects, visual effects and/or other materials including
digital equivalents of all the above, produced or procured by
TPC, whether or not the aforesaid were incorporated into the
Website and/or Service; |
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(c)
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HTML, Java, CGI scripts, javascript and/or all other
forms of computer code employed in the design, creation and
posting of the Website on the Internet; and |
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(d)
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the graphical user interface relating to the Website; |
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(collectively "TPC Intellectual Property"),
shall vest in and be retained by TPC whether or not any of the
above were produced or procured by TPC at the request of the
User. The User acknowledges that the TPC Intellectual Property
are the exclusive property of TPC. |
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13.2 |
The User undertakes not to produce, reproduce, re-post,
publish, modify, alter, distribute, disseminate, create derivative
works based on, commercially exploit or otherwise use the TPC
Intellectual Property without the prior written consent of TPC
unless specifically permitted by this Agreement. |
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13.3 |
The User agrees not to, without the prior written
permission of TPC, insert a hyperlink to the Website (or any
part thereof) on any other website or webpage or "mirror" any
material or content contained on the Website on any other server. |
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| 14. |
TERMINATION |
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14.1 |
TPC shall be entitled to terminate this Agreement
by immediate notice, if : |
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(a)
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(a) the User breaches this Agreement in any way
and (provided such breach may be remedied) fails to remedy such
breach within fourteen (14) days from TPC's request to remedy
such breach; |
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(b)
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the User breaches this Agreement where such breach
cannot be remedied; |
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(c)
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the User has furnished any particulars or information
to TPC which is incorrect, false or misleading; or |
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(d)
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the User is subject to bankruptcy or insolvency
proceedings |
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14.2 |
"Bankruptcy or insolvency proceedings" as
referred to in this clause means bankruptcy or winding-up proceedings,
becoming insolvent, making any composition or arrangement with
creditors or an assignment for their benefit, the levying of
any execution, distress, or seizure, liquidation whether voluntarily
or compulsorily (other than for the purposes of solvent amalgamation
or reconstruction) or having a receiver, administrative receiver,
administrator, judicial manager or similar officer appointed
over its assets. |
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14.3 |
Either party may terminate this Agreement at any
time without cause by giving the other party thirty (30) days
prior written notice. |
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14.4 |
Termination of this Agreement shall be without prejudice
to the rights and liabilities of TPC accrued as of that date. |
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14.5 |
Any termination of this Agreement shall not affect
the continuance in force of any provision which is expressly
or by implication intended to continue in force on or after
such termination. |
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| 15. |
NOTICE |
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15.1 |
Save as provided under Clauses 3.2, 4.3 and 4.4,
all notices and communications required under this Agreement
shall be in writing and sent by hand, fax or registered mail
to the registered office or to such other designated address
of the receiving party. |
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15.2 |
Notices shall be deemed duly given immediately if
delivered by hand or sent by confirmed facsimile transmission
or on the expiration of forty-eight (48) hours from posting
if sent by registered mail. |
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15.3 |
Notwithstanding Clauses 15.1 and 15.2 above, TPC
may from time to time designate other acceptable modes of giving
notices under this Agreement (including but not limited to e-mail
or other forms of electronic communication) and the time or
event by which such notice shall be deemed given. |
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| 16. |
FORCE MAJEURE |
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TPC shall not be liable for non-performance, error,
interruption or delay in the performance of its obligations
or in the operation of the Service and/or the Website or for
any inaccuracy, unreliability or unsuitability of the Service
and/or the Website or any information provided to the User if
this is due, in whole or in part, directly or indirectly to
an event or failure which is beyond its reasonable control including
without limitation, Acts of God, nature, court, government,
the acts or omissions of the provider of telephone data communication
lines, any third party service provider or a party for whom
TPC is not responsible. |
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| 17. |
NO AGENCY |
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The User and TPC are independent contractors and
no agency, partnership, joint venture, employer-employee or
franchisor-franchisee relationship is intended or created between
the parties by this Agreement. |
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| 18. |
WAIVER |
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No failure or delay by TPC to exercise or enforce
any rights conferred upon it by this Agreement shall be deemed
to be a waiver or variation of any such rights or operate so
as to bar the exercise or enforcement thereof at any subsequent
time or times. |
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| 19. |
SEVERABILITY |
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If for any reason any clause or part thereof of
this Agreement is found to be invalid or unenforceable, such
clause or part thereof shall be deemed to be excised from this
Agreement and shall not affect the validity or enforceability
of the remainder of this Agreement. |
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| 20. |
ASSIGNMENT |
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TPC reserves the right to assign its rights and
obligations under this Agreement in whole or in part to any
third party and to appoint sub-contractors to perform any or
all the Services and/or obligations under this Agreement. |
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| 21. |
LAW, JURISDICTION AND
EVIDENCE |
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21.1 |
This Agreement will be governed by and construed
in accordance with the laws of Singapore (including without
limitation, the provisions of the Evidence Act (Cap. 97) and
the Electronic Transactions Act (Cap. 88)) and the parties agree
to submit to the non-exclusive jurisdiction of the Singapore
courts. |
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21.2 |
The User agrees that TPC's records and any records
of its subcontractors or agents of communications, instructions
made, performed, processed or effected through the Website and/or
Service by either party, whether stored in electronic or printed
form, shall be binding and conclusive evidence of such communications
or instructions. The User agrees that such records are admissible
in evidence and that the User shall not challenge or dispute
the admissibility, reliability, accuracy or the authenticity
of the contents of such records merely on the basis that such
records were in electronic form or were produced by or are the
output of a computer system. |
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| Terms and Conditions of
Access Dated 30th November 2001
Version 1.0
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| (A) |
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| (B) |
| (C) |
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| GENERAL TERMS AND CONDITIONS (for Sales Contract) |
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| The following terms and conditions apply to this
Contract unless otherwise specified on the face hereof and/or
agreed upon in writing. |
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| 1. |
Confirmation of Contract : |
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1.1 |
Buyer shall, within ten (10) days from the date
written at the top of the face hereof, sign and return the duplicate
of this Contract to Seller. If the Buyer fails to do so, Seller
may at its discretion and without any obligation cancel this
Contract. |
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1.2 |
Any variation or waiver of any term of this Contract
shall not be valid unless agreed by the both parties hereto
in writing and signed by their duly authorized representatives
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| 2. |
Quantity : |
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The quantity stipulated on the face of this Contract
is subject to a variation of up to three percent (3%) plus or
minus. |
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| 3. |
Shipment : |
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Shipment within the time stipulated on the face
of this Contract shall be subject to the availability of ship's
space. The date of the bill of lading shall be conclusive evidence
of the date of shipment. If this Contract is on a F.O.B. or
C&I basis, Buyer shall charter a vessel or secure necessary
ship's space and give Seller due shipping instructions within
a reasonable time prior to shipment, including but not limited
to the name of the vessel, the loading berth and the detailed
schedule of the vessel at the loading berth. Failure of Buyer
to give such instructions in time is a breach of this contract
and Buyer shall bear any additional cost incurred therefrom
and all risk of the goods specified on the face of this Contract
(hereinafter called the "Goods") after the time of shipment
specified on the face of this Contract and Seller can dispose
of the Goods and recover its damages for Buyer's account and
risk. In case of shipment in installments, any delay or failure
in shipment of one lot shall not be deemed a breach of this
contract to give rise to the right on the part of Buyer to cancel
this contract or refuse to accept the performance with respect
to the other lots. Any charges for certificates of origin, if
required, shall be for the account of Buyer, Buyer shall bear
all risk of the Goods from such time as they shall have effectively
passed the ship's rail at the port of shipment and the Seller
shall be under no obligation to give the Buyer any notice whatsoever. |
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| 4. |
Payment : |
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Buyer shall pay the full contract price and shall
not be entitled to offset against the contract price in any
manner unless otherwise specifically agreed by Seller in writing.
If Buyer fails to satisfy any payment terms of this Contract
or any other contract with Seller, Seller at Buyer's expense
and risk may re-sell all or any part of this Contract and any
other Contract with Buyer and/or claim any damages resulting
from such breach. Seller shall retain, for security purposes,
full title to all goods covered hereby until Seller has received
the full contract amount thereof. |
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| 5. |
Insurance : |
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In the event of a CIF or C&I contract, insurance
shall be effected by Seller. Such insurance shall be Free from
Particular Average (F.P.A.), shall be effected at one hundred
and ten percent (110%) of the invoice amount and shall not include
any War Risk. Any insurance not set forth herein shall be arranged
by Seller at the specific request and on the account of Buyer.
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| 6. |
Increased Costs : |
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If Seller's costs of performance are increased after
the date of this Contract by reason of any increased or additional
taxes or other governmental charges, or by reason of any increased
or additional freight rates (including any freight surcharge),
insurance rates (including War Risk), which could not be foreseen
at the date of this Contract, or if any change in exchange rate
(including any change resulting from any currency devaluation
or revaluation) increases Seller's costs or reduces Seller's
return, Buyer agrees to compensate Seller for such increased
cost or loss of income immediately upon Seller's request. If
Buyer fails to do so, Seller may cancel all or any part of this
Contract. |
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| 7. |
Claims : |
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Seller shall entertain no claim whatsoever including
any claim for damage in transit, shortage of or delay or loss
of goods before the relevant payment is fully made. However,
any claim shall be notified to Seller by registered air mail
or telex within fourteen (14) days after the arrival of the
goods at the final destination specified in the relevant bill
of lading, except that claims relating to latent defects shall
be transmitted to Seller by the same means as soon as such defects
are discovered. Each claim shall be accompanied by the full
particulars of such claim. Any claim not meeting these requirements
shall be deemed to have been waived by Buyer, and in no case
will Seller entertain any claim made more than thirty (30) days
after the date of the arrival of the goods at the final destination
specified in the relevant bill of lading. |
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| 8. |
Warranty : |
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THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED,
WITH RESPECT TO GOODS COVERED HEREBY INCLUDING WITHOUT LIMITATION,
ANY WARRANTIES ON MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR FOR USE UNDER ANY SPECIFIC CONDITIONS, NOTWITHSTANDING
THAT SUCH PURPOSE OR CONDITION MAY BE KNOWN OR MADE KNOWN TO
THE SELLER. |
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| 9. |
Patents : |
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Buyer shall defend, indemnify and hold Seller harmless
from and against any and all cost, expenses, penalties, losses
or damages arising out of any claim made or threatened for infringement
of any patent, utility model, trademark, copyright design or
other title right of any third party resulting from the exportation,
possession, use or resale of the goods or any part thereof in
any country. |
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| 10. |
Taxes and Duties : |
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All taxes, duties, charges and costs attributable
to the laws of any national or local government or sub-division
thereof that may be charged to the goods in the country of final
destination specified in the relevant bill of lading shall be
borne by Buyer. |
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| 11. |
Breach of Contract : |
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In the event Buyer fails to carry out any of the
terms herein of or any other contract with Seller, Seller shall
have the right to terminate this Contract and any other contracts
with Buyer or postpone shipment or stop the goods in transit
and Buyer shall in every such case be liable to Seller for all
losses, damages and expenses thereby incurred. Upon such termination,
all monies payable to Seller become due and payable forthwith.
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| 12. |
Interpretation : |
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All trade terms such as FOB, CIF, C&F, C&I
etc. used herein shall be interpreted in accordance with INCOTERMS
in effect on the date of this contract. |
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| 13. |
Law Applicable : |
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These conditions and the Contract shall be subject
to and construed in accordance with the laws of the Republic
of Singapore. |