General Terms and Conditions (TAC) for Commercial Activity
1.1 ‘Buyer’ means the person, partnership or company who buys or agrees to buy the goods from the Company.
1.2 ‘Company’ means UZIN UTZ Singapore Pte. Ltd.
1.3 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company.
1.4 ‘Contract’ means any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Conditions.
1.5 ’Delivery Date’ means the date specified by the Company when the goods are to be delivered.
1.6 ‘Goods’ means the articles that the Buyer agrees to buy from the Company.
1.7 ‘Price’ means the price for the Goods excluding GST or VAT.
2. CONDITIONS APPLICABLE
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Company to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 A verbally expressed acceptance will be confirmed by the Company in writing. The Contract is made to the extent set out in the confirmation of order, unless the Buyer cancels the confirmation of order forthwith and in writing.
2.3 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions. No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company.
2.4 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.5 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company.
3. THE PRICE AND PAYMENT
3.1 The Price shall be the Company’s quoted price. The price is exclusive of GST and VAT which shall be due at the rate ruling on the date of the Company’s invoice. Unless specified to the contrary, the price will be exclusive of normal transport charges.
3.3 Payment of the Price and GST or VAT shall be due according to the granted payment term following the month of invoice.
3.4 The Company reserves the right to accrue interest from the date when payment becomes due from day to day until the date of payment at a rate of 2% above Commerzbank AG Singapore Branch’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
4. THE GOODS
The quantity and description of the Goods shall be as set out in the Company’s order confirmation.
5. WARRANTIES AND LIABILITY
5.1 The Company warrants that the Goods will at the time of delivery be of satisfactory quality within the meaning of the Sale of Goods (CHAPTER 393)and correspond to the description given by the Company. All other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
5.2 The Buyer undertakes to examine the goods and to notify the Company forthwith in writing of any apparent defects, wrong quantity or errors in delivery. Where a defect first becomes apparent at a later point, the Buyer must notify this forthwith upon discovery. If the Buyer does not comply with this obligation, then it cannot make claims in this regard under the rights of guarantee.
5.3 The installation must be carried out precisely in accordance with the instructions and recommendations published in the current Installation Guide or other technical data relevant to the floor covering and other materials.
5.4 The Company’s total liability in contract, tort or otherwise, arising in connection with the performance or contemplated performance under any Contract shall be limited to the Price. The Company shall not be liable to the Buyer for loss of profit or business in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever which arise out of the performance of or in connection with any Contract.
5.5 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or for any matter, which would be illegal for the Company to exclude, or attempt to exclude its liability.
6. DELIVERY OF THE GOODS
6.1 Once the order is processed, confirmation will be sent to the Buyer. This should be checked by the Buyer to ensure that all details are correct. The Company should be notified immediately of any changes/corrections. Subsequent amendments to the original order will be processed as quickly as possible but these may have to be treated as a new order (which may incur additional costs, depending upon order size and delivery requirements).
6.2 Orders will only be processed for Buyers trading within agreed credit limits. The Company reserves the right to cancel orders in the event of suspected Buyer insolvency.
6.3 Trade & independent references may be sought when opening new Buyer accounts.
6.4 Where possible, the Buyer will be notified of any additional charges, prior to delivery.
6.5 All deliveries must be examined upon delivery. The Buyer’s (or its carrier’s) receipt shall be conclusive evidence of delivery. Any shortages, loss or damage on delivery should be stated on the Proof of Delivery (POD) and immediately reported to the Company.
6.6 Delivery of the Goods shall be made EXW (Incoterms 2020). Other conditions can be provided, but may be subject to surcharge
6.7 The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.8 The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, war or national emergency, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 6 months, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
7. Acceptance of the Goods
7.1 The Buyer shall be deemed to have accepted Goods 24 hours after delivery to the Buyer.
7.2 After acceptance the Buyer shall not be entitled to reject Goods, which are not in accordance with the contract.
8. Title and Risk
8.1 The title of the goods supplied remain the property of the Company until the Company has received in full all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Buyer on any account.
8.2 Risk shall pass on delivery of the Goods.
9. Remedies of the Buyer
9.1 The Buyer must give written notice of any defects in the Goods to the Company, and, if the defect is as a result of damage in transit to the Buyer, within 14 days of the time when the Buyer discovers or ought to have discovered the defect and give the Company a reasonable opportunity after receiving the notice to examine such Goods.
9.2 The Company shall not be liable for a breach of warranty if the Buyer makes further use of such Good after giving such notice or if the defect arises because the Buyer failed to follow the Company’s oral or written instructions or if the Buyer alters or repairs such Goods without the written consent of the Company.
9.3 Subject to conditions 9.1 and 9.2, the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company’s expense, return the Goods (or the defective part) to the Company.
9.4 Subject to the other provisions of these Conditions, the Company shall not be liable to the Buyer for late delivery or short delivery of the Goods.
10. Proper Law of Contract
This contract is subject to the law of Singapore | 08.2020