서비스 약관
VEM motors Asia Pte Ltd.
Company registration 200312884C
TERMS AND CONDITIONS FOR SALE OF EQUIPMENT
1. GENERAL
1.1 In these Conditions:
“Conditions” means the terms and conditions of sale set out in this document and shall constitute the entire and only agreement between the Buyer and Seller and shall supersede all prior oral or written communications, agreements or representations between the parties. No waiver, alteration or modification of any of the provisions hereof shall be binding unless it is agreed in writing and signed by authorized representatives of the Parties;
“Equipment” means any product, good, parts, material or accessory which Seller is to supply in accordance with these Conditions, and includes all software and application software licensed to Buyer by Seller;
“Incoterms” means the set of rules published by the International Chamber of Commerce to assist with the interpretation of trade terms as in force at the time of the contract. If there is any conflict between the provisions of all Incoterms and these Conditions, the latter shall prevail;
“Intellectual Property Rights” includes any patent, design, trade mark, copyright, trade secret, confidential information and any right to use, or to grant the use of, or to be the registered owner or user of, any of them.
“Seller” means VEM motors Asia Pte Ltd and its servants, employees, agents and contractors;
1. 2 In the event of inconsistency between the various documents forming the contract, these Conditions shall prevail.
1.3 Seller may correct any typographical, clerical or other error or omission in any sales literature, quotation, proposal, price list, acceptance of offer, invoice or other document or information issued by Seller without incurring any liability on his part;2. SPECIFICATIONS
2.1 The quantity, quality and description of and any specification for the Equipment shall be those set out in Seller’s quotation/proposal (if accepted by Buyer) or Buyer’s order (if accepted by Seller). Buyer shall be responsible to Seller for:
2.1.1 ensuring the accuracy of the process application of the Equipment and for defining and specifying the hardware configuration in meeting the process requirements;
2.1.2 any deficiencies affecting or influencing the Equipment at Buyer’s site, including, but not limited to, input signals, power and environmental conditions outside specified limits and improper application engineering; and
2.1.3 Providing all necessary information required by Seller to perform the contract in accordance with its terms.
2.2 If the Equipment are to be manufactured or any process is to be applied to the Equipment by Seller in accordance with a specification submitted by Buyer, Buyer shall indemnify Seller against all loss, damages, costs and expenses awarded against or incurred by Seller in connection with any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from Seller’s manufacture or application of Equipment in accordance with Buyer’s specification.
3. CHANGES
3.1 Any changes requested by Buyer affecting the Equipment may be accepted by Seller at the Seller's sole discretion and resulting adjustments to affected provisions including but not limited to price, delivery schedule or guarantees, etc. are to be mutually agreed in writing prior to the implementation of the change. Seller shall effect any change described in detail on a written change order issued by Buyer and accepted by Seller.
4. PRICE OF THE EQUIPMENT
4.1 Seller may, at its own expense and in its sole discretion, make such changes to the Equipment as it deems necessary in order to meet any performance guarantees provided for in the quotation/proposal. If Buyer refuses to approve any such changes, Seller shall be relieved of its obligations to meet such guarantees to the extent to which Seller may be affected by such refusal.
4.2 All prices quoted by the Seller are valid for thirty (30) days only. Prices are exclusive of any present or future GST (applicable only to the sale or delivery of Equipment in Singapore), customs duties, taxes, withholding taxes and other government assessments payable by reason of the purchase of Equipment. Buyer shall pay all such duties and taxes.
4.3 All prices quoted or proposed are exclusive of all expenses related to special packing or procedures to cover unique circumstances of shipment or storage and Buyer shall pay all expenses related to the same, unless otherwise agreed in writing.
4.4 Unless otherwise agreed in writing between Buyer and Seller, all prices quoted by Seller are on an ex works basis.
5. TERMS OF PAYMENT
5.1 Buyer shall pay the price of the Equipment by 100% down payment with placing the order, unless otherwise provided in the quotation/proposal. Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and property in the Equipment has not passed to Buyer. The time of payment of the prices shall be of the essence of the contract.
5.2 If Buyer shall fail to make payment for the Equipment on the due date stipulated in the Seller's invoice, Seller shall, without prejudice to any other right or remedy available to it, be entitled to:
5.2.1 Suspend the delivery or any further deliveries to Buyer (whichever is applicable); and
5.2.2 Charge Buyer interest (both before and after any judgment, order or award made by a Singapore court or any arbitral tribunal) on the amount unpaid, at the rate of one and a half percent (1.5%) per month or part thereof, until payment in full has been made.
5.3 If, in the sole judgment of Seller, the financial condition of Buyer at any time prior to delivery does not justify the terms of payment specified, then Seller may require payment in advance or payment security satisfactory to Seller.
6. DELIVERY
6.1 Any delivery dates quoted by Seller in his quotation or proposal are approximate only and based upon information available to Seller at the time of the quotation.
6.2 The Equipment delivery date shall be agreed by both parties. Buyer shall notify Seller at least 2 months before the agreed date of delivery, all information required for the delivery of the Equipment, including but not limited to the address for delivery.
6.3 Seller shall not be liable to Buyer for any delay if the Buyer has failed in his obligations set out in Clauses 2.1.3 and/or 6.2.
6.4 If Buyer fails to take delivery of the Equipment or fails to give Seller adequate delivery instructions within the time stated in Clause 6.2 or otherwise causes delay in delivery other than by reason of any cause beyond Buyer’s reasonable control, Buyer shall nevertheless make payment to Seller for the Equipment as if delivery had been made by Seller on the agreed delivery date or pay to Seller interest on the portion of the contract price due on delivery at a rate of one and a half (1.5%) per month or part thereof from the scheduled delivery date until payment is made in full. Without prejudice to any other right or remedy available to Seller, Seller may:
6.4.1 Store the Equipment until actual delivery and charge Buyer for the reasonable costs (including insurance) of storage; or
6.4.2 Sell the Equipment at a reasonable price and (after deducting all reasonable storage and selling expenses) account to Buyer for the excess over the price under the contract or charge Buyer for any shortfall below the price under the contract.
7. LIQUIDATED DAMAGES
If the equipment is not delivered by the agreed delivery date and the delay (whether from shipment, commissioning or other obligation of Seller) is solely attributable to Seller (except for any event which constitutes Force Majeure), Buyer shall be entitled to claim liquidated damages, not as a penalty from Seller. For each full week of delay, liquidated damages of 0.5% of the value of the delayed Equipment shall be payable by Seller to Buyer, subject to a limit of 5% of the value of the delayed Equipment, and shall constitute Buyer’s sole remedy for delay. Buyer may terminate the contract for prolonged delay only after maximum liquidated damages is reached.
8. INSPECTION, TESTING AND ACCEPTANCE
8.1 Inspections by Buyer of the Equipment at Seller’s premises shall be scheduled in advance and during working hours which shall be from 8.00am to 5.00pm, Monday to Friday except public holidays.
8.2 If the Equipment purchased is a system, Seller shall notify Buyer as to the date Seller will be conducting a standard factory acceptance test for Buyer prior to delivery.
8.3 Unless Buyer objects in writing within ten (10) working days of the acceptance test specifying the nature of his objections, successful completion of the acceptance test constitutes Buyer’s acceptance of the Equipment and authorization of delivery. After delivery, Seller’s personnel shall perform an on-site acceptance test to verify that the Equipment supplied has arrived at Buyer’s site complete, without physical damage and is ready for application of power. The on-site acceptance test shall be performed at Buyer's site within sixty (60) days of delivery of the Equipment. Successful completion of the on-site acceptance test constitutes full and final acceptance of the Equipment by Buyer.
8.4 If the on-site acceptance test is not carried within sixty (60) days of the delivery of the Equipment due to Buyer's act or delay or other default by Buyer. Final acceptance of the Equipment shall be deemed to have been made by Buyer.
9. RISK AND PROPERTY
Title to the Equipment shall pass to Buyer when Seller has received the full contract price. If payment has been made by cheque, title to the Equipment shall pass to Buyer upon clearance of the cheque. Until title passes to Buyer, Buyer shall keep all Equipment stored and insured (to full replacement value) separately as Seller’s property and shall account to Seller for any proceeds of sale or otherwise, including insurance proceeds. The time at which the risk shall pass from Seller to Buyer shall be determined in accordance with Incoterms.
10. HEALTH AND SAFETY
10.1 Seller considers health and safety one of its top priorities and will endeavor to co-operate with Buyer as far as reasonably practicable, to achieve good safety performance.
10.2 Seller may, where applicable, submit a health and safety program to Buyer to ensure compliance with such program prior to sale and delivery of the Equipment. In the event site condition(s) as determined by the Seller are unsafe or if the Buyer fails to comply with any aspect of the health and safety program, the Seller shall be entitled to suspend delivery of the Equipment or the performance of this contract. In such an event the Seller shall not be deemed to be in breach of the contract or be liable to the Buyer by reason of such conduct.
11. WARRANTIES
11.1 Unless otherwise specified in writing by Seller, the Equipment manufactured by Seller shall be free from defects in material and workmanship for a period of eighteen (18) months from the date of shipment or twelve (12) months from the date of Site Acceptance test, whichever occurs earlier, subject to Buyer’s compliance with applicable warranty conditions as provided by Seller. Parts and components which are repaired or replaced during such period are warranted for the remainder of the original warranty period.
11.2 The above warranty given by Seller shall not apply to defects resulting from:
11.2.1 willful damage or negligence;
11.2.2 normal wear and tear;
11.2.3 misuse or abuse of the Equipment;
11.2.4 modifications or alterations made by Buyer or a third party without Seller’s consent;
11.2.5 failure of Buyer to maintain environmental conditions in accordance with Seller’s instructions, including, but not limited to, adequate electrical power, temperature and humidity control;
11.2.6 customised equipment manufactured by third parties for incorporation into the Equipment and for resale to Buyer except that Buyer shall be entitled to the benefit of any warranty or guarantee given by such third party manufacturers; and
11.2.7 Causes beyond Seller’s reasonable control.
11.3 Seller’s obligation under the warranty herein shall be limited to:
11.3.1 in the case of hardware, repairing or replacement of the defective parts and components on FOB Singapore basis; and
11.3.2 In the case of software, to reprogramming or replacement of Computer Program Material (or part thereof) in order to remedy software faults detected in fixed programs on PROMs, compact discs, cassettes or similar media. A defect in the standard software is only to be corrected, if the plant concerned does not function as originally intended.
11.4 The foregoing warranties shall not include freight, import taxes, duties for the replacement of any Equipment or parts, costs of labor or travel time and expenses incurred for the performance of any warranty at Buyer’s site. Any and all such costs shall be borne by Buyer.
11.5 All warranties, conditions or other terms implied by statute or common law, including but not limited to, the implied warranties of merchantability and/or fitness for a particular purpose or arising from course of dealing or usage of trade are excluded.
12. LIMITATION OF LIABILITY
12.1 Neither party shall be liable to the other party, whether in contract, under statute, tort (including negligence or breach of statutory duty) or howsoever otherwise arising and whatever the cause thereof, for any indirect, special or consequential loss or damage of any nature or kind, or for loss of profit, loss of revenue, loss of use, loss of data, loss of power, loss of production, costs of capital, costs of replacement power, any economic or financial loss.
12.2 Notwithstanding anything contained in these Conditions or in the contract, Seller’s aggregate liability to Buyer for all matters arising under or in connection with the contract and/or the Equipment, whether in contract, tort (including negligence), indemnity, warranty (except only warranty as to title) or representation shall be limited to fifty percent (50%) of the contract price.
13. FORCE MAJEURE
13.1 Neither the Buyer nor the Seller shall be liable to each other or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of their obligations in relation to the Equipment, if the delay or failure was due to any cause beyond their reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond their reasonable control:
13.1.1 Act of God, explosion, flood, tempest, fire or accident;
13.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
13.1.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
13.1.4 import or export regulations or embargoes;
13.1.5 Strikes, lock-outs or other industrial actions or trade disputes
15. INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS
15.1 If any action or suit is brought against Buyer for the infringement of patent or other intellectual property rights by the use or resale of the Equipment and unless the claim arises from the use of any drawing, design or specification supplied by Buyer, Seller shall be entitled to take over the defense of the suit and pay any award of damages assessed against the Buyer in any suit or proceeding provided that:
15.1.1 Seller is given full control of any proceedings or negotiations in connection with any such claim;
15.1.3 except pursuant to a final award, Buyer shall not, prior to Seller taking over the defense of the action or suit, pay or accept any such claim, or compromise any such proceedings without the consent of Seller (which shall not be unreasonably withheld);
15.2.4 In the event any of the said actions or claims are settled or otherwise terminated without the prior written consent of Sell
18.1.2 Is kept strictly confidential.
18.1.3 Is not printed, displayed, copied, reverse engineered, duplicated, merged or modified.
Any disputes arising out of, or in connection with these Conditions, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Arbitration, by a single arbitrator, in Singapore in accordance with the Arbitration Rules of Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference to this clause.
The contract shall be governed by and construed in all respects in accordance With the laws of the Republic of Singapore.
VEM motors Asia Pte Ltd
11 Irving Pl, #10-02, Singapore 369551 | Phone +65 6873 1150
sg@vem.sg · www.vem.sg | Director: Wang Jianyu, Zeng Hao
Business ID (UEN) 200312884C | GST Reg. No. 200312884C
DBS Bank Ltd · SWIFT DBSSSGSGXXX · Bank Account No: 054-900612-2
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Agreement - Terms
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