GENERAL TERMS & CONDITIONS of Sales and Service (effective 2nd Jan 2018)
“Seller” herein means Lab Science Solution Pte Ltd. “Buyer” means the company, organization or person whose purchase order has been accepted by the Seller.
This General Terms and Conditions (“G T&C”) of sales and Service shall govern the sales and supply of products (“Products”) and the provision of services (“Services”) by the Seller towards Buyer.
(a) Unless otherwise expressly agreed in writing by the Seller these conditions which supersede any other terms and conditions appearing in the Seller's catalogues or elsewhere shall apply to all quotations made or purchase orders accepted by the Seller and shall form part of the contract between the Seller and the Buyer ("the contract"). It is expressly agreed that these conditions shall override any terms or conditions stipulated, incorporated or referred to by the Buyer whether in its purchase order or in any negotiations and any qualification thereof shall not form part of the contract.
(b) The contract shall not be cancelled or varied except by agreement in writing between the Seller and the Buyer. Any cancellation or variation of the contract shall be subject to cancellation or variation charges which will include all expenditures made and committed by the Seller for the contract with a reasonable allowance for prorated expenses and profit.
(c) The contract is subject to the rules and conditions of the trade relating to the goods. In the case of any of the provisions of the contract being in breach of any such rules and conditions, the Seller shall be absolved from all responsibility or liability arising in any way out of such breach.
(d) Unless otherwise expressly agreed in writing by the Seller the contract shall be personal to the Buyer and shall be non-assignable.
Unless otherwise expressly agreed in writing by the Seller the descriptions and illustrations contained in catalogues, price lists and other leaflets or descriptive matter belonging to the Seller are intended merely to present a general idea of the goods described therein and none of these shall form part of the contract and no report, representation or statement made by any representative of the Seller not contained herein shall be binding on the Seller.
All quotations or offers of the Seller are open for acceptance for the period stated therein or when no period is so stated, within thirty (30) days only after the date of the quotations or offers, unless previously withdrawn
All prices quoted by the Seller are unless stated otherwise based on the costs of material, labour, transport and statutory obligations, rate of exchange, freight and insurance ruling at the date of the contract, and may be varied by additions upwards by the Seller if between that date and the date on which the goods are ready for delivery there shall be an increase in such costs and the Buyer shall pay such additions in addition to the quoted price.
5. TERMS OF PAYMENT
(a) Unless otherwise specified payment in full in respect of any of the goods shall be due on presentation of invoices. Unless otherwise specified or agreed, when deliveries are spread over a period, each delivery shall be invoiced when despatched and each invoice shall be treated as a separate account and payable accordingly. The Seller reserves the rights to charge interest at 1% per month for any delayed payment beyond the agreed payment period or terms.
(b) Notwithstanding anything to the contrary, the Seller may require full or partial payment in advance or cash before or on delivery without assigning any reason whatsoever to the Buyer. If the Buyer fails to make any payment in accordance with these conditions or fails to comply with any provisions of these conditions the Seller may without prejudice to any of its rights cancel any undelivered portion of the goods.
(c) The time within which the Buyer is to pay for the goods shall be of the essence of the contract.
(a) The Seller will use its best endeavours to complete delivery of the goods within the period stated but shall not be liable for damages or otherwise for failure to do so from any cause whatsoever, including but without prejudice to the generality of the foregoing words, shortage of stocks, war, civil commotion, fire, flood, accident, labour dispute, shortage of materials, act of government or other authority, or any other cause of causes (whether similar or not) beyond the control of the Seller: Delays howsoever caused shall not be aground for cancellation or variation of the contract by the Buyer
(b) The goods will be delivered by the Seller to the Buyer at the address stated in the contract, provided that from the time of despatch from the Seller's premises and until such delivery the risk of any loss or damage to or deterioration of the goods from whatever cause shall be borne by the Buyer.
(c) Delivery dates quoted by the Seller are estimates, and delivery of the goods shall be made as soon as reasonably possible by the vendor, unless otherwise specified by the Buyer in writing at or before the time of purchase. If for any reason the Buyer postpones or otherwise fails to take delivery of the goods at the Seller's request, the Seller shall be entitled to either charge interest on the selling price at rates specified in Paragraph 5(a) above, for the number of days delayed, and/or resell the goods, in part or in whole, at the Buyer's risk, debiting it with the expenses and any loss incurred on such resale. The Buyer, upon demand being made for payment of such expenses, including interest and any loss incurred on such resale, shall forthwith pay the same. This provision is in addition to and not in substitution of any other payment or damages for which the purchaser may be liable in respect of the contract.
(d) All delivery specifications are as stated in the quotations or offers by the Seller. The Purchaser shall be responsible to the Seller for ensuring that the delivery specifications are accurate. Any additional delivery specifications are to be submitted by the Seller to the Vendor in writing at the same time of acceptance of the relevant quotation or offer, and subject to the Seller’s agreement in writing, which will then be confirmed by a new quotation and incorporated into the contract.
Claims for damage in transit, shortage in delivery and non-delivery of the goods will only be considered if the Seller receives written notification of such damage, shortage or non-delivery within three (3) days of delivery or in the event of loss of goods in transit within three (3) days of the date of consignment.
(a) All guarantees, warranties or conditions whether express or implied by statute, common law or otherwise are hereby excluded and negatived. In particular, the Buyer acknowledges and agrees that the Seller is a reseller of the goods, and is unable to provide any guarantee, warranties, or conditions (whether express or implied) that the goods supplied are of satisfactory quality, but will transfer all manufacturer's warranty directly to the Buyer.
b) No express or implied warranty is given by the Seller as to the merchantability or fitness or suitability of the goods for any particular purpose whether such purpose is known to the Seller or not.
c) Unless otherwise stated and agreed between the parties, the standard factory warranty period for instrument/equipment against manufacturing defect is 12 months upon installation or 13 months upon delivery to Buyer or 14 month from the shipment date from factory (in cases where Buyer unable to receive goods for whatsoever reason), whichever is earlier. For instrument repair and service parts, the standard warranty period is 3 months after job completion. There is no warranty for consumables unless otherwise stated.
d) After the warranty period, Buyer cannot claim defects or free replacement of instrument and parts, unless due to wilful intent or gross negligence of the Seller.
e) The Buyer’s claims for warranty, compensation and reimbursement of expenses shall become time-barred within one year upon arising of the claim, unless the Seller has acted wilfully or gross negligently.
9. DEFECTS AND LIABILITY
In case of defects or damages arising from Seller’s wilful intent or gross negligence, Seller shall be liable to the Customer to rectify the defects or damages in accordance with the statutory provisions.
(a) The invoice value of any goods sold by the Seller and proved to be defective in workmanship or materials will be credited to the Buyer provided that the goods are returned to the Buyer within fourteen (14) days from the date of delivery. Any such agreed defective goods will be replaced and re-invoiced at the price credited or made serviceable for their original purpose without any further changes.
(b) The Buyer shall make every effort to ascertain any possible defects as soon as possible after delivery of the goods including any necessary tests or inspection. Immediately after the discovery of any such defects or alleged defects the Buyer shall notify the Seller within seven (7) days in writing of such defects or alleged defects with full details including the relevant test or inspection report.
(c) The liability of the Seller (if any) arising under the contract shall be limited as set out in Clause 9(a) above and to the fullest extent permitted by law, the Seller shall not be liable in contract or in tort or otherwise for any loss or damage either direct or indirect or consequential sustained by reason of anything done or omitted by reason of the negligence of any person or otherwise.
(d) The Buyer acknowledges and understands the meaning of the provisions of this Clause in relation to the Unfair Contract Terms Act 1977 and accepts that these provisions are fair and reasonable in relation to the “G T&C” and the relationship between it and the Seller.
Unless otherwise specified, packing cases and packing materials will be subject of extra charges.
11. PASSING OF OWNERSHIP or Title
(a) In all cases, ownership and title to the Products (except for software, in which case the manufacturer shall retain title) and risk of loss shall pass to Buyer on delivery to Purchaser. A reasonable fee will be added to the invoice and paid by Buyer to cover shipping and handling. The Seller is not responsible for damage caused after delivery is made to the Buyer
(b) If the goods are sold by the Purchaser before full payment has been made, the Vendor shall be entitled to the proceeds of such sale to the extent of any sums in respect of the goods due to it from the Purchaser. The Vendor may elect to retain title to Products, until the Vendor receives payment in full, and where title retention is not fully valid or enforceable, the Vendor may elect to retain a security interest in Products sold to Purchaser to secure Purchaser’s payment obligations to the Vendor, and the Purchaser will execute any documents necessary to create and perfect this interest.
12. NO WAIVER OF CONDITIONS
Failure by the Seller to insist upon strict performance of any of the terms and conditions herein shall not constitute a waiver of such terms and conditions or a waiver of any default thereof.
If the Buyer shall fail to accept any delivery of the goods, the Seller may at its discretion arrange for the storage of the goods and/or take all reasonable steps to prevent their deterioration and all charges for storage and insurance and other costs incurred or connected therewith shall be paid by the Buyer to the Seller on demand. All such storage shall be affected at the sole risk of the Buyer.
14. FORCE MAJEURE
In the unfortunate event of force majeure circumstances beyond the Seller’s reasonable control (including but not limited to Acts of God, arrests and restraints of princes, rulers or peoples, force, riots and civil commotions, unavailability of raw materials, strikes, lock-outs or other labour disturbances, fire, war, perils of the sea, delays in transit, etc), the agreed delivery period shall be extended accordingly for the duration of the hindrance resulting from the circumstances, plus a reasonable ramp-up period. Both parties are entitled to withdraw from the respective contract to the unperformed part, if the hindrance lasts longer than two (2) months. The contract may be cancelled either altogether or if the contract has been partly performed in respect of the unperformed part.
In case of such cancellation as aforesaid or in case the contract shall be impossible of performance then it shall be treated as rescinded and the Seller shall be paid by the Buyer on a quantum meruit basis and as if the goods actually delivered were the only goods subject to the contract and neither party shall have any claim against the other in respect of damages competition or otherwise.
15. GOVERNING LAW
These conditions and the contract shall for all purposes be subject to and construed in accordance with the Law of Singapore and the parties hereto submit themselves to the non-exclusive jurisdiction of the court of Singapore accordingly.