General Terms and Conditions
of Sale of HARPS INVESTMENT ASIA PTE. LTD. for Europe (“GTC – HIA Europe”)
Status: 03/2024
A. General
- These General Terms and Conditions of Sale ("GTC") apply to the entire business relationship between Harps Investment Asia Pte. Ltd. ("HIA") and all companies who purchases goods from HIA ("Customer"). These GTC shall be subject to any written agreement between HIA and the Customer. HIA Deviations from these GTC proposed by the Customer shall only be effective if HIA accepts the same in writing.
- An offer (Purchase Offer) in writing from a customer made to HIA shall be binding on HIA only if HIA accepts the same and acknowledges it in writing. Only a written acceptance by HIA or a counteroffer made by HIA and accepted by Customer shall constitute a contract of sale between HIA and the Customer.
- An offer or counteroffer made by HIA to the Customer shall be valid for a maximum period of four (4) weeks as of it sdate of issue unless otherwise advised by HIA.
- Communication of a HIA price list shall are not to be considered an offer. HIA shall be under no obligation to supply goods for orders received on the basis of general offers, circulars or price lists.
- Agreements concluded orally or over the telephone as well as written and oral agreements with agents of HIA will only be binding on HIA if an authorized signatory of HIA has acknowledged such agreements in writing.
- Moulds, production aids and facilities shall be the property of HIA even if the Customer has paid a mould cost contribution and has provided the proposals and designs for the items to be produced.
- Instructions and/or information provided by HIA in brochures, instructions for use or other product information shall be strictly complied with in order to prevent damage or injury. HIA expressly warns the Customer against any use or treatment of HIA's goods beyond the defined areas of application. The Customer shall ensure that any further customer or end user will be instructed sufficiently, at the Customer's own risk and cost.
B. Terms of delivery
1. Deliveries will be made and invoiced at the prices and on the terms and conditions applicable on the date of delivery of the goods by HIA.
2. Unless the applicable HIA price lists provide for a different regulation, the following minimum purchase order values (i.e. minimum final net values invoiced) shall apply:
- for goods on stock / deliveries within Austria EURO 1,000
- for manufacturing orders and deliveries abroad EURO 5,000
3. Incoterms 2020 shall apply to all trade clauses. Unless otherwise agreed HIA will deliver EX WORKS.
4. The goods designated for processing, refining or repair shall be delivered DDP by the Customer to the HIA production plant and will be returned EXW.
5. If delivery is delayed due to the Customer's fault, the risk shall pass to the Customer on the day the goods are ready for shipment.
6. If HIA delivers goods free of charge to the address of the Customer, whether once or several times, no legal claim is to be granted or will arise from such deliveries.
7. The measurements provided for by the relevant standards and the statutory provisions shall be complied with.
8. Partial shipments shall be permitted.
C. Packaging
HIA will charge in accordance with the following:
1. Total production costs:
a) no pallets, boxes, boards, loading boards, crates or bars will be taken back unless return of the same has been agreed. Lattice box pallets will be returned in any case
b) tins and bottles will not be taken back;
c) 2/3 refund in case of wooden drums and mobile pallets for conveyor belts;
d) special boxes will not be taken back.
2. The refund rates stated above will only be granted if the items are returned in perfect condition with freight to be paid to the plant of dispatch.
D. Delivery periods
1. HIA commits to making all reasonable efforts to observe agreed delivery periods provided only that there is an undisturbed course of production and delivery.
2. Consequences of force majeure or similar unforeseeable or uncontrollable events occurring at HIA or third parties with whom HIA maintains business relations, e.g. interruptions of operations or traffic; fire; floods; lack of workforce, energy or raw materials; strike; lock-out; official measures or the like, will release HIA from its obligation of timely delivery and grant HIA, in addition, the right to discontinue further deliveries without having to pay damages and without being obliged to make subsequent deliveries.
E. Retention of title
1. HIA will retain title to all goods supplied by it until full payment of the amounts invoiced. This shall also apply if the purchase price has been paid for certain shipments of goods defined by the Customer, because retention of title serves the purpose of securing the total accounts receivable by HIA.
2. If goods, which are the property of HIA, are mixed, blended or combined with other items, the Customer assigns its ownership rights or co-ownership rights to the non-HIA goods to HIA. The Customer shall hold all such items in safe custody for HIA with the care of a prudent businessman.
3. The Customer may only sell goods, which are the property of HIA, in the ordinary course of business provided that the Customer is not in default of payment. Should this situation arise, the Customer at this point shall be deemed to have assigned its purchase price claims from such resale with its customer customers to HIA and shall make the note which is required for this assignment clause to become effective in its books or invoices.
4. In the case of assignment. HIA shall also be entitled to notify the customers of the Customer.
5. The right of the Customer to resell, process or combine the goods shall automatically expire if insolvency or similar proceedings are commenced over the assets of the Customer.
F. Terms of payment
1. Unless otherwise agreed, the selling prices of HIA as well as all offers and calculations shall be considered net amounts in EUR.
2. If the value of a payment which has been agreed in a currency other than EUR changes by more than 5% (e.g. due to a change of currency parity), HIA will be entitled to adjust the price accordingly.
3. If the value of a payment which has been agreed in a currency other than EUR changes by more than 5% (e.g. due to a change of currency parity), HIA will be entitled to adjust the price accordingly.
4. The amounts invoiced shall be payable within 30 days after the date of the invoice without any deductions and shall be paid free of postage and charges.
5. Employees and agents of HIA will only be authorised to accept payments if they hold collection authority. Advance payments and payments on account shall yield no interest.
6. In principle, the Customer shall transfer payments into the account advised by HIA at its own risk and cost.
7. The Customer shall not be entitled to retain or set-off any claims whatsoever against HIA.
8. Acceptance of bills of exchange in lieu of payment shall require the advanced written consent of HIA.
9. If the Customer is in default of payment, HIA shall be entitled to charge default interest at a rate of at least 12% p.a. If HIA is entitled to a higher rate of interest due to statutory provisions or if higher interest has to be paid by HIA due to higher borrowing costs, HIA shall be entitled to charge such interest. In addition, the defaulting Customer shall bear any and all dunning charges, collection charges, investigation and information charges incurred in connection with collection of the accounts receivable outstanding.
G. Warranty
1. HIA will remedy any defects in production or material that occur in products of HIA or deviations from the relevant standards at its option by means of repair or substitute delivery so long as such defects are due to HIA's own actions. Notices of defects due to patent defects and quantity variances can only be taken into account if they are recorded immediately upon receipt of the goods on the shipping document directly at the carrier and claimed vis-à-vis HIA no later than three (3) working days of such receipt.
2. In the case of deliveries of B-grade goods or low-quality goods, the right to complain on the grounds of optical defects and other impairments of quality are always expressly excluded.
3. If the items are to be in conformity with earlier deliveries, deviations will be avoided to the extent technically possible. In the case of substantial deviations HIA shall at its option either provide substitute delivery or rescind the contract.
4. Before rejected goods are returned, HIA's consent shall be obtained. The items shall be returned free of any charge to HIA.
5. Special warranty conditions may apply to selected articles as communicated from time to time by HIA.
6. To the extent the special warranty conditions deviate from the general warranty conditions, the special warranty conditions shall replace the general warranty conditions. For the remaining conditions, they shall supplement the general warranty conditions.
H. Liability
1. HIA will be liable for damage caused by its own actions or by the actions of its agents but not in cases of ordinary negligence. To the extent permitted by law, no liability shall be assumed in cases of gross negligence either for lost profit due to delayed or defective delivery, for disadvantages due to business interruptions, for transportation costs incurred in connection with replacing the defective goods with non-defective goods, for costs of dismantling or installation, if any, for damage to items that are in the custody of HIA for processing resulting from a violation of custody or occurring during processing, or for claims asserted vis-à-vis the Customer by its own customers.
2. HIA will take out insurance against certain damages at the Customer's request and at Customer's own cost.
3. HIA will be liable for personal injury only to the extent provided by the relevant, mandatory laws. Liability for damage to property will only be accepted by HIA if suffered by a consumer and is a result of the proven fault of HIA. For the resale of products purchased from HIA, the purchaser shall be obliged to pass on the above exclusion of liability regarding damage to property in the commercial area to each further purchaser.
4. If items are produced or distributed on the basis of drawings, specimens or other documents or instructions of the Customer and rights of third parties are infringed (in particular industrial property rights of third parties), the Customer shall indemnify and hold HIA harmless from any and all claims, including legal costs.
5. Notwithstanding any other provision herein, HIA’s maximum and cumulative total liability in respect of any and all claims for defective or non-performance, breach of contract, compensation, indemnity, tort, misrepresentation, negligence at law or equity and any other damages or losses which may arise in connection with its performance or non- performance of any obligation, shall not exceed the total price of the goods concerned (as provided for in the individual contract relating to those goods).
I. Confidentiality and Data Protection
1. Both HIA and the Customer must obtain the prior written consent of the other party before disclosing the existence of the mutual business relationship as well as any Confidential Information that has been exchanged between HIA and Customer.
2. Confidential Information shall mean written or oral information of either HIA or the Customer disclosed to the other party in relation to the business relationship between the parties including, but not limited to, past, present or future plans, forms, methods, inventions, computer software programs, copyrights, trade secrets, research, development, business activities, names and expertise of employees and consultants, regulatory information, licensee information, technical information, business information, financial information, forecasts, strategies or other confidential or proprietary information of a party or its affiliates.
3. Where a party processes or uses personal data in the course of carrying out its commitments in relation to the business relationship, the party undertakes to process or use such personal data in accordance with the relevant laws.
J. Miscellaneous
1. Unless mandatory statutory regulations to the contrary exist, warranty claims shall be asserted within one (1) year from delivery of the goods and claims for damages within three years from delivery of the goods. Claims which are asserted thereafter or exceed the scope determined in these GTC shall be excluded.
2. HIA and its affiliated companies are entitled to offset claims against accounts receivables, whether already due or not, including future accounts receivable to which HIA is entitled vis-à-vis the Customer to claim.
3. If any provision of these GTC is held by any court or other competent authority to be void, illegal or unenforceable in whole or part, the other provisions of these GTC as well as the remainder of the affected provisions shall continue to be valid, in force and binding. The void, illegal or unenforceable provision (or part thereof) shall be automatically deemed replaced by such valid, legal and enforceable provision that comes closest to the business purpose of the replaced provision.
4. If after conclusion of the agreement for HIA to deliver its goods to the Customer HIA learns that the financial situation of the Customer has developed unfavourably or that insolvency (or similar) proceedings have been initiated or have not been initiated for lack of assets or that proper fulfilment of the commitment is not secured, HIA may demand advance payment or collateral security equal to the value of the delivery. If the Customer fails to fulfil this request, HIA shall be entitled to rescind the any commitment with immediate effect.
5. In the event of any disputes arising in relation to these GTC or any contractual agreement between HIA and the Customer, the dispute shall be referred to and finally resolved by arbitration in Singapore to be administered under the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC") in force at the time of commencement of the arbitration, which rules are deemed to be incorporated by reference to this clause. The place of arbitration shall be Singapore, the language of the arbitration shall be English. The Tribunal shall consist of a single arbitrator, to be appointed by the Registrar of the SIAC. The decision of the Tribunal shall be final and binding upon the parties. Notwithstanding this agreement to arbitrate, HIA may at its option elect to seek judicial relief at the court of Customer's place of business or any other applicable jurisdiction. Unless mandatory statutory regulations to the contrary exist, the entire business relationship between HIA and the Customer (in particular any executed agreements) shall exclusively be subject to the laws of Singapore.
6. Interpretation:
a) All references to ‘we’, ‘us’ ‘our’ and/or HIA and/or the purchaser are references to HIA.
b) All references to agreement by HIA shall mean an agreement, in writing, signed by an authorised signatory of HIA.