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| 1. | INTERPRETATION In these Conditions:- “Seller” means the person who offers a quotation of the Goods or who accepts the Buyers purchase order for the Goods “Purchase Order” means any written order by the buyer for the purchase of the Goods which shall be subject to these conditions “Goods: means the goods described in the purchase order (Including any installment of the Goofs or any parts for them) which the Seller is to sell to the Buyer in accordance with these conditions “Buyer” means Megachem Limited of 132 Pioneer Road , Singapore 639588 “Contact” means the contract for the purchase and sale of the Goods “Condition” means the terms and conditions of purchase set out in this document All references to the singular number shall include the plural number and vice versa and all references to the masculine gender shall include the feminine and neuter genders and vice versa. |
| 2. | BASIS OF PURCHASE These conditions express the complete and final understanding of the buyer and seller with the respect to the Goods and these are no terms of specifications other than these conditions. No Prior course of dealing of usage of trade not expressly set forth or referred to herein shall modify or contradict these conditions in any way. These Conditions supercede and exclude all prior terms and conditions, correspondence, tenders, quotations, verbal exchanges or acknowledgements. No variations to these Conditions shall be binding on the parties unless agreed to in writing by both parties. |
| 3. | ORDERS AND SPECIFICATIONS 3.1) The Seller shall sell and the Buyer shall purchase the Goods in accordance with any purchase order of the Buyer which is accepted by the Seller and the Contract therefore shall be governed by these Conditions 3.2) The Quantity, quality, price and description of and any specification for the Goods shall be those set out in the Buyer’s purchase order. It is hereby expressly agreed between the Buyer and Seller where the type, nature and quality of the Goods comprised one Contract are identical to the type, nature and quality of the Goods comprised in subsequent Contact(s), the applicable description and/or specification of such Goods as set out in the prior purchase order shall apply to the subsequent purchase order (and Contracts) for those same Goods unless and until the description and/or specification are modified of changed by the Buyer. 3.3) No purchase order accepted by the Seller shall be modified or cancelled without the prior written consent of the buyer. 3.4) All Goods sold must conform to the specifications set out in the Buyer’s purchase order and Seller shall not modify the same unless with the prior written consent of the Buyer. 3.5) In the event of a dispute as to whether the Goods supplied pursuant to a Contract are at variance with the specifications, the Buyer’s decision shall be final. 3.6) The Buyer may, any time prior to delivery, cancels its purchase orders by giving written notice to the Seller and the Buyer shall not be liable in any manner to the Seller by reason of the cancellation. |
| 4. | PRICE OF GOODS |
| 5. | TERM OF PAYMENT 5.1) The Seller shall invoice the Buyer for the Goods on or after delivery. 5.2) The Buyer shall pay for the price of the Goods within the time specified in the relevant purchase order subject to prior delivery of the Goods. The Seller shall promptly issue receipts for all the payments. 5.3)All invoices issued by the Seller must quote the purchase order reference and set out the terms of payment as they appear on the Buyer’s purchase order. They Buyer shall not entertain or make payment of any invoice received after six months from date of the Buyer’s purchase order, if Seller’s invoice related to several purchase order, the six months period shall commence from the date of the latest purchase order referred to in the Seller’s invoice. |
| 6. | DELIVERY 6.1) Delivery of the Goods shall be made by the Seller, delivering the Goods to the place designated by the Buyer. 6.2) Time for delivery of the Goods shall be of the essence. If delivery is delayed for a period beyond that stipulated in the Buyer’s purchase order, the Buyer may (but shall not be obliged to) cancel that Contract by written notice to the Seller and refuse to accept delivery of the goods or any part thereof and the Buyer shall not be liable in any manner to the Seller but the Seller shall be liable to the Buyer for any loss or expense, damages, loss of profits or consequential loss thereby suffered by the Buyer. 6.3) Where the Goods constituting a Contract are to be delivered installments, each delivery shall not constitute a separate contract and failure by the Seller to deliver anyone or more of the installment shall entitle the Buyer to treat that Contract as a whole as repudiated. |
| 7. | INSPECTION 7.1) All Goods delivered to the Buyer shall be subject to the Buyer’s inspection and testing. They Buyer shall not be deemed to have accepted the state and condition of the Goods until the Buyer has inspected them and acceptance them in writing, inspection by a third party shall not be deemed to be the Buyer’s acceptance of the state and condition of the Goods unless the Buyers expressly agrees to the same in writing. 7.2) Upon inspection by the Buyer, any Goods found to be defective or damaged or not in working or satisfactory condition or falling to conform to the Buyer’s specifications may be rejected by the Buyer notwithstanding that the seller has accepted the Buyer’s purchase order for the same or that the Buyer has paid for the Goods whether in whole or in part. 7.3) Goods rejected by the Buyer shall be returned to the Seller at the full expense of the Seller and the Buyer may at its option, require the Seller to replace the rejected Goods (or the part in question) free of charge or refund to the Buyer the price of the rejected Goods, or the Buyer may sell the rejected Goods and the Seller shall bear the difference between the market price and the contract price of the rejected Goods, as well as changes for freight, insurance and taxes incurred by the Buyer in such resale. |