General Terms and Conditions

 

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Status: 01/2024

1. General 

1.1. 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 purchase goods from HIA ("Customer"). These GTC shall be subject to any written agreement between HIA and the Customer. Deviations from these GTC proposed by the Customer shall only be effective if HIA accepts the same in writing.

1.2. 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.

1.3. An offer or counteroffer made by HIA to the Customer shall be valid for a maximum period of four (4) weeks as of its date of issue unless otherwise advised by HIA.

1.4. Communication of a HIA price list is 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.

1.5. 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 them in writing.

1.6. Instructions and/or information provided by HIA in brochures, instructions for use or other product information shall be strictly complied with by a customer 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.

1.7. The Customer shall, at the time of delivery of goods, inspect the goods before acceptance. Claims 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 submitted in writing to HIA no later than three (3) working days of receipt of the goods. If the Customer fails to do act in accordance with this provision, the Customer loses its right to reject the goods thereafter.

2. Terms of Delivery

2.1.  Deliveries will be made and invoiced at the prices and terms and conditions applicable on the date of delivery of the goods by HIA.

2.2.  Incoterms 2020 shall apply to all trade clauses. Unless otherwise agreed between HIA and the Customer, HIA will deliver FOB from the closest appropriate seaport.

2.3.  The measurements provided for by the relevant applicable standards and the statutory provisions shall be complied with.

2.4.  Partial shipments shall be permitted. Further, if delivery is to be made to the Customer in installments, then each installment shall be deemed to constitute a separate contract. Failure by HIA to deliver any one or more of the installments in accordance with these GTC shall not entitle the customer to treat the contract as a whole as repudiated.

2.5.  Risk shall pass to the customer upon delivery pursuant to Section 2.2 above.

 

3. Packaging and Storage

3.1. HIA shall, at its own expense, package the goods in a manner appropriate for their transport, unless the Customer has notified HIA of specific packaging requirements before the contract of sale is concluded, in which case the additional cost of packaging shall be borne by the Customer.

3.2. HIA shall, at its own expense, package the goods in a manner appropriate for their transport, unless the Customer has notified HIA of specific packaging requirements before the contract of sale is concluded, in which case the additional cost of packaging shall be borne by the Customer.

 

4. Delivery periods

4.1. HIA commits to making all reasonable efforts to observe agreed delivery provided only that there is an undisturbed course of production and delivery. For the avoidance of doubt, unless previously agreed to by HIA in writing, the time for delivery shall not be of the essence.

4.2. 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.

 

5. Passing of Property 

5.1. It is the express intention of HIA and the customer that the Property (Title) in the goods delivered to the Customer shall pass only upon receipt of full payment of the agreed price.

5.2. Without prejudice to the Transfer of Title retained by HIA until payment of total price as agreed is received by HIA, pursuant to these GTC, the Customer shall retain risk over the goods immediately upon delivery of the goods, including partial shipment, to the Customer on an Ex-Works basis or upon the readiness on the part of HIA to delivery on an Ex-Works basis but where delivery is delayed through the fault of the Customer.

 

6. Retention of title 

6.1.  As stipulated in Section 5 above, HIA will retain title to all goods it supplies to the Customer until receipt of 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.

6.2. If goods which are the property of HIA are mixed, blended or combined with other items, the customer assign 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.

6.3. The Customer may only sell goods, which are the property of HIA, in the ordinary course of business provided that the Customer not in default of payment to HIA. Should this situation arise, the Customer may sell the goods received from HIA before making payment to HIA only with the prior written permission of HIA. Should the Customer fail to obtain prior written permission from HIA, the Customer shall be subject to the following condition:

a) The Customer may be required to assign its purchase price claims from such resale to its customers to HIA and shall make the note which is required for this assignment clause to become effective in its books or on its invoices.

b) In the case of assignment, HIA shall also be entitled to notify the customers of the Customer.

c) The right of the Customer to resell HIA's goods shall automatically expire if insolvency or similar proceedings are commenced over the assets of the customer.

 

7. Reservation of right of disposal:

7.1. HIA shall always have the right of disposal of the goods until full payment of the goods at a price as agreed by HIA and the Customer is received by HIA from the customer. Such right shall be in addition to the right which HIA would have for receiving or recovery of the price from the Customer.

 

8. Unpaid right of SIA:

8.1. HIA, as the unpaid seller of goods, has by implication of law:

a) In the case of insolvency of the Customer, a right of stopping the goods in transit after HIA has parted with the possession of the goods;

b )A right of resale as permissible in law.

c) A lien on the goods for the price while it is in possession of them

 

9. Terms of payment

9.1. Unless otherwise advised, all prices for goods are quoted in in US Dollar.

9.2. If the value of a payment which has been agreed in a currency other than US Dollar changes by more than 5% (e.g. due to a change of currency parity), HIA will be entitled to adjust the price accordingly.

9.3. In the case of unforeseeable increases in the cost of raw materials, energy or production, HIA will be entitled to adjust the selling price of the goods accordingly as of the date of delivery.

9.4. The amounts invoiced shall be payable within 30 days after the receipt of the invoice by the customer without any deductions and shall be paid free of any other charges/fees.

9.5. Employees and agents of HIA will only be authorized to accept payments if they hold collection authority. Advance payments and payments on account shall yield no interest against HIA.

9.6. The Customer shall not be entitled to retain or set-off any claims whatsoever against HIA.

9.7. All payments to HIA shall be made by cheques payable at par at the place from where HIA issued the invoice or through Banker’s Pay Order or Demand Draft, payable at par at the above said place.

9.8. Acceptance of bills of exchange in lieu of payment shall require the advanced written consent of HIA.

9.9. 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 outstanding accounts receivable from the customer.

 

10. Insurance 

10.1. The Customer shall obtain a suitable insurance cover for the value of the goods from the time the risk therein passes to it, pursuant to these GTC.

 

11. Taxes & Duties 

11.1. The Customer shall obtain a suitable insurance cover for the value of the goods from the time the risk therein passes to it, pursuant to these GTC.

 

12. Warranty

12.1. Subject to those warranties expressly provided in these GTC, all other warranties conditions or terms, including those implied by statute or common law, (in particular warranties as quality or fitness for any particular purpose) are excluded to the fullest extent permitted by law.

12.2. From the date of delivery of any goods to the Customer, there shall be a warranty, in accordance with these GTC, for such goods lasting for a period of 12 months ("Warranty Period").

12.3. During the Warranty Period, HIA will remedy any defects of the goods, so long as such defects are not a result of a third party or the Customer's actions, or, at HIA's own option, replace the goods.

12.4. If the goods are to be in conformity with earlier deliveries, deviations will be avoided to the extent technically possible. In the case of substantial deviations in its goods, which not a result of a third party or the Customer's actions, HIA shall, at its option, either provide substitute delivery or rescind the contractual agreement.

12.5. During the Warranty Period, the Customer must obtain HIA's written consent before returning rejected goods. The goods shall be returned to HIA’s premises, as agreed by HIA, and such return shall be free of any charge to HIA. HIA, shall return the goods to the Customer after remedying defects or deficiency, at Ex- Works of HIA. However, at its option, HIA may carry out the repairs or any remedial action at the place of the Customer, in which case, the customer shall pay for the cost incurred by HIA including travel cost of personnel.

12.6. In cases where HIA agrees to substitute goods, HIA shall deliver the substitute goods on Ex-Works of HIA.

12.7. Special warranty conditions may apply to the Customer’s purchase and shall be furnished separately, if applicable.

12.8. To the extent the special warranty conditions deviate from the general warranty conditions contained in these GTC, such special warranty conditions shall replace the general warranty conditions. For the remaining provisions, such provisions shall supplement the general warranty conditions.

12.9. The warranty for any goods delivered to the customer, shall always be subject to the following conditions:

a) HIA shall be under no liability whatsoever in respect of any defect in any goods arising after the expiry of the Warranty Period.

b) HIA shall be under no liability in respect of any defect arising from unsuitable or improper use, fair wear and tear, willful damage, negligence or misuse, alteration or repair of the goods without HIAs’s approval.

c) HIA shall be under no liability whatsoever for any visual or minor defects in respect of goods sold as inferior grade or low quality.

12.10 The remedies set out in this Section 12 are the customer’s sole and exclusive remedies for non-conformity of or defects in the goods.

 

13. Liability 

13.1. No liability shall be assumed by HIA:

a) for indirect or consequential loss or damage;

b ) lost profit or other economic loss;

c) for disadvantages due to business interruptions caused thereby;

d) for transportation costs incurred in connection with replacing the defective goods;

e) for costs of dismantling or installation, if any;

f) for damage to items that are in the custody of HIA for processing resulting from a violation of  duties  relating  to  custody or  occurring  during processing, or

g) for claims asserted vis-à-vis the customer by the sub-customers of the customer, regardless of whether such liability arises due to delayed or defective or non-delivery, and regardless of the legal basis of such liability.

13.2. 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.

13.3. 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.

13.4. 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).

 

14. Confidentiality and Data Protection

14.1. 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.

14.2. 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.

14.3. 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.
 

15. Miscellaneous

15.1. The laws of Singapore shall apply.

15.2. Unless mandatory statutory regulations to the contrary exist, warranty claims shall be asserted within one (1) year from the delivery of the goods and HIA shall not be liable for any such claims made following such limit.

15.3. 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.

15.4. 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 shall be automatically deemed replaced by such valid, legal and enforceable provision that comes closest to the business purpose of the replaced provision.

15.5. 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 fulfillment 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 fulfill this request, HIA shall be entitled to rescind any commitment with immediate effect, without prejudice to its other rights either under the contract or law.

15.6. 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 in accordance with 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.

15.7. 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.