Apexsat Terms and Condition of Sale
Definitions. "Seller" means Apexsat Ltd – 80 Raffles Place, UOB Plaza 1, Singapore 048624. Purchase Order, or Order as the supplier of the Goods and/or Services. "Buyer" means the person, firm or company specified in the Contract, Purchase Order, or Order to be supplied with the Goods and/or Services by the Seller. “Contract,” "Purchase Order," or “Order” means the document bearing a unique reference number detailing the Goods and/or Services to be supplied, the price thereof and other relevant details of the agreement for sale and purchase to which these Terms and Conditions apply. "Goods" means the equipment, materials and/or other items to be supplied pursuant to the relevant Contract, Purchase Order, or Order. “Services” means the installation, testing, engineering, or other agreed technical assistance to be supplied pursuant to the relevant Contract, Purchase Order, or Order.
1. Priority of Terms and Conditions. Unless otherwise agreed to in writing by Seller, the following terms and conditions are part of Seller’s quotation and govern any resulting order and related invoices. No term or condition in any Buyer solicitation, purchase order or contract shall become part of an order or otherwise be binding on Seller unless expressly agreed to in writing by Seller. Seller’s failure to object to any term or condition contained in any communication shall not be construed as consent to such terms or conditions nor be deemed a waiver of any term or condition set forth herein. If Buyer fails to object to any of these terms and conditions in writing within 5 days after receipt o f this document, or within 5 days after receipt of any shipment of goods, Buyer shall be deemed to have accepted all of these terms and conditions. If Buyer is a party to a written supply agreement with Seller, the terms of that agreement are hereby incorporated into these terms and conditions. All international shipping terms specified herein shall be construed in accordance with the INCOTERMS published by the International Chamber of Commerce.
2. Commercial Contract. All sales are made in strict accordance with these commercial conditions and prices and shall not be subject to the procurement regulations of any state, local or foreign government other then these of the Singapore unless agreed to in writing by Seller.
3. Quotation, Prices and Taxes. Quotations are valid for a period of 30 days. Quotations are available for other specific time periods upon request. and/or any of subsidiaries reserve the right to revise and announce new prices for any Goods and/or Services. Quoted prices will be honoured if an order is received prior to revision of these prices, or prior to the expiration of a valid quotation outstanding at the time of the price change. Subsequent orders for the same equipment are subject to the revised or newly announced prices. All prices are exclusive of all sales, use and other taxes, duties, or charges, domestic or foreign. Purchaser shall pay or upon receipt of invoice from Seller, shall reimburse Seller for all such taxes, duties, or charges levied or imposed on Purchaser or required to be collected. The Seller reserves the right to increase the price of the Goods and/or Services agreed to be sold in proportion to any increase of external costs to the Seller between the date of acceptance of the order and the date of delivery (including, but not limited, those relating to exchange rates, transport and taxes) or where the increase is due to any act or default of the Purchaser, including the cancellations by the Purchaser of part of any offer or order. Unit prices apply only to the specific quantities and delivery schedule shown. Any variation in quantity, specifications and/or date of delivery may necessitate a revision to the unit price.
4. Shipment. Unless otherwise agreed in writing, prices quoted do not include shipping or handling. Orders are shipped EXW (Ex Works) according to the actual INCOTERMS named location or manufacturing facility and Seller will bill shipping and handling costs to Buyer. Goods will be packed, packaged and crated in accordance with Seller’s standard commercial practices, unless Seller otherwise agrees in writing. Export packing is available upon request at an additional charge. Seller may make partial shipments and submit invoices for such partial shipments. International shipments are contingent upon receipt of required export licenses. Seller shall make every commercially reasonable effort to meet Buyer’s requested shipping and performance dates. Buyer acknowledges that delivery schedules are subject to change. Seller will notify Buyer of any anticipated delay in delivery of the goods hereunder. c. Unless agreed in writing prior to shipment, Buyer shall have sole control and discretion with respect to mode of transportation, routing and any other matters connected with, related to or involved in transportation of the Goods, otherwise Seller may accept these responsibilities’. Shipping dates specified herein or otherwise communicated to Buyer are approximate only. Seller does not and shall not guarantee any shipping date unless such guarantee and the terms thereof are specifically agreed to in writing. Any such guarantee shall be strictly limited to the exact terms so stated.
5. Terms of Payment. Unless otherwise agreed in the specific order, Purchaser will provide the Seller 100% down payment. Seller will also invoice Purchaser for handling and monthly storage fees at the current market rates. These charges will be invoiced separately and payment in full must be received prior to shipment. Warranty commences as though shipment has been made. Alternative terms of payment are subject to approval by the Accounting Department of Apexsat Ltd. Past due payments are subject to a service charge of
5,0% per month (18% annual) on the unpaid balance or the maximum legal rate permitted by law, whichever is lower. Seller reserves the right, in its sole discretion, to reject Buyer purchase orders or withhold shipment of Buyer orders if Buyer’s account is in arrears.Buyer is responsible to Seller for all reasonable attorney fees, court costs, and/or costs of collection should Buyer default on payment. To secure payment of the total purchase price, together with interest, taxes, shipping costs and all other amounts owed to Seller, Buyer hereby grants to Seller a security interest in the goods and all proceeds thereof that come into Buyer’s possession or control. Buyer shall, at Buyer’s expense, return the goods to Seller if Seller requests Buyer so to do. The sold goods belong to the Seller until the full transaction has been concluded.
6. Title; Risk of Loss; Insurance. Title to and risk of loss for the goods shall pass to Buyer in accordance with the terms of shipment, and Buyer shall then be responsible for insurance thereof.
7. Inspection and Equipment Testing. Prices do not include source inspections or product testing and the cost of performing any such tests shall be added to the purchase order price. Some of the products under the Contract may require German Government authorisations for export to certain destinations, for use by certain end-users, and/or for the purpose of a particular end use. When an export license is deemed necessary, the Purchaser shall provide on demand an End Use Statement and incorporate it into the purchase contract. When goods are exported under a license, the same may not be resold, diverted, transferred, or otherwise be disposed of in any other country, either in their original form or after being incorporated through an intermediate process into other enditems, without the prior written approval of the Seller.
8. Change Orders / Order Cancellation. The Purchaser may cancel an order only upon written notice thirty (30) working days prior to shipment, and upon payment to Seller of all reasonable cancellation and/or termination liability charges. Orders which are cancelled prior to shipment, if standard products, are subject to a minimum 20% restocking charge for those items already in production or in finished goods inventory awaiting shipment to Purchaser. Buyer’s requests for change orders must be in writing and shall not be effective unless Seller agrees to such changes in writing in Seller’s sole discretion. If Seller does not agree to a change order, the terms of the original agreement shall remain in full force and effect. If Seller agrees to a change order and the change order causes an increase or decrease in the cost or the time required for manufacturing or delivery, an equitable adjustment shall be made in the contract price and schedule. Seller shall have no obligation to commence any extra or changed work without written agreement as to adjustments to contract price and delivery schedules affected thereby. Upon receipt of a confirmed order, Seller will begin fulfilment of the order requested by the customer.
9. Specification Changes. Seller’s product specifications are subject to change without notice to Buyer, provided such changes do not materially affect performance.
10. Shipment Delays/Billing in Place. If Buyer’s order is completed but any shipment delay attributable to Buyer occurs, including, but not limited to, Buyer’s request to defer the shipment date, Seller shall bill to Buyer a storage charge of 5% of the invoice price per month. Seller will invoice Buyer for completed goods and Buyer will pay in accordance with the terms of the original sale, as the goods will be deemed to have shipped in place. Seller will insure against risk of loss until the goods are placed with the carrier.
11. Suspension of Performance. If Seller is prevented from performing under this document either wholly or in part for any reason whatsoever beyond its reasonable control, including, but not limited to, acts of God, war or terrorism, or any political subdivision, Force Majeure, fires, floods, strikes, freight embargoes, unusually severe weather conditions, or inadequate transportation facilities, then Seller’s further performance shall be suspended for a reasonable time during which Seller is so prevented. Seller shall not be liable or in any way responsible for any direct or consequential loss or damage suffered by Buyer as a result of Seller’s inability to perform in these circumstances.
12.1 All equipment provided under an Order shall conform to Seller's applicable specifications and are warranted against defects in materials and workmanship for a period of one (1) year from the date of acceptance unless a longer period is specified and agreed in the Order or in the equipment’s published documentation. If a defect arises during the warranty period, Seller will, at its option and to the extent permitted by law, (a) repair the equipment at its factory and return such equipment at no charge, or (b) ship functionallyequivalent replacement equipment at no charge. Before returning any equipment, the Buyer must contact Seller’s customer service representative and provide proof of purchase and details of the alleged defect. Seller will provide Return Material Authorization (RMA) instructions and confirmation as to whether the equipment is under warranty. The defective equipment must be returned to Seller’s facility within the period specified in the RMA instructions. Seller shall warrant all repaired or replaced equipment for ninety (90) calendar days after shipment or the remaining warranty term, whichever is longer. Seller's total liability is limited to the original purchase price of the defective equipment. Seller will return the equipment under the same delivery terms and conditions as originally used.
12.2 This warranty does not apply to any equipment which Seller determines has been, by Buyer or otherwise, subjected to (a) testing for other than specified electrical characteristics, (b) operating and/or environmental conditions in excess of the maximum values established, (c) lightning strike, (d) mishandling, abuse, misuse, or neglect, (e) improper installation, testing, repair, alteration,
modification, damage, assembly or processing that alters physical or electrical properties, or (f) other causes that are not defects in materials or workmanship.
12.3 Seller's warranty will not be enlarged by and no obligation or liability will arise out of Seller's rendering of technical advice or provision of facilities in connection with any equipment sold hereunder.
12.4 Extended Warranty Items. With regard solely to Seller’s manufactured Electronics and Antenna Control Products labeled as Seller manufactured, shall carry a three (3) year warranty.
12.5 Software. Seller warrants that under normal use, the Software shall perform the functions specified in its documentation. If the Software’s functional performance does not materially conform to its documentation and Seller is notified in writing and provided proof of purchase within ninety (90) days from the purchase date, then Seller shall replace the Software as Buyer's exclusive remedy.
12.6 Services. Seller warrants that its employees assigned to perform the Services hereunder shall have the proper skill, training and background to perform in a competent and professional manner and that all work will be performed in accordance with the applicable statement of work. SELLER EXPRESSLY DISCLAIMS ANY WARRANTY RELATED TO TESTING OR SERVICES PROVIDED UNDER THE ORDER INCLUDING ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY, OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12.7 SELLER WILL NOT ACCEPT WARRANTY RETURNS DIRECTLY FROM BUYER'S CUSTOMERS OR USERS OF BUYER'S PRODUCTS. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED.
13. Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, INSTALLATION COSTS, LOST REVENUE OR LOST PROFITS. Buyer acknowledges that such lack of liability includes, but is not limited to, loss of actual or anticipated revenue or profits, loss of the value of actual or anticipated business, or damage to Buyer’s business reputation or goodwill. Without limiting the generality of the foregoing, under no circumstances shall Seller’s liability (if any) with respect to this document, the goods, or the shipment of the goods exceed the total purchase price actually paid by Buyer to Seller for the goods. No one is authorized to assume for Seller any other liability in connection with the goods.
14. Remedies. Buyer must make any claim for damage or loss during shipment directly with the carrier. All claims for damages, errors, shortages, or non-conformance of goods must be made to Seller in writing within 3 days of Buyer’s receipt of the goods. Buyer’s failure to make such claim within the time permitted shall constitute Buyer’s irrevocable acceptance of the goods. Goods rejected by Buyer for damage (other than during shipping) or non-conformance must be returned to Seller’s designated facility at Buyer’s expense within 10 days of Buyer’s timely rejection thereof. Buyer shall ship all returned goods insured freight prepaid by carrier designated by Seller. Credit or adjustment for returned goods shall be subject to inspection and acceptance by Seller. The time for Seller’s delivery of replaced goods shall be extended as reasonably required by Seller. Replacement goods will be delivered to the original place of delivery, and Buyer may not reject such goods if they conform to applicable specifications. With respect to properly rejected goods, Buyer’s exclusive remedy is as follows: Seller in its sole discretion may either (i) repair or replace the goods (at its plant or such place as the parties agree) or (ii) refund the amount Buyer paid to Seller for the goods.
15. Termination. The Seller may at its option terminate the Contract, the Purchase Order(s), or Order(s) placed upon the happening of one or more of the following events:
a. The Purchaser is in breach of any obligation to the Seller and such breach where capable of remedy be not remedied following the expiry of thirty (30) days from the date of notification from the Seller to the Purchaser specifying such breach; or b. If the Purchaser becomes bankrupt; or if a receiving order is made against the Purchaser; or the Purchaser shall pass a resolution or enter into a Deed of Company Arrangement with its creditors; or the court shall make an order that the Purchaser shall be wound up; or if a receiver shall be appointed for any of the assets or undertaking of the Purchaser; or if circumstances shall arise which entitle the court to make a winding-up order; or if the Purchaser takes or suffers any similar action in consequence of debt.
16. Governing Law. This Governing Law of this contract are the Laws valid in Singapore.