01. Applicable Terms: The terms and conditions set out hereunder shall apply to all sales contracted by Seller whether or not expressly referred to in other documents of sale, purchase, invoices or delivery notes issued by Seller or Buyer. Buyer’s terms of purchase shall be applicable only to the extent that they have been expressly accepted by Seller in writing. The unconditional delivery of goods, performances of services or acceptance of payments shall not constitute acceptance by Seller of any terms deviating from Seller’s terms of sale.
02. Binding Contract: Seller’s offers shall be subject to Seller’s written order confirmation which shall constitute the binding contract of sale between Seller and Buyer. In transactions where written order confirmations are neither customary nor requested by Buyer, Seller’s invoice shall be considered the binding contract between Seller and Buyer.
03. Price Revision: Unless expressly termed as firm, prices quoted or contracted by Seller may be revised by Seller to cover unforeseen increases in Seller’s costs. If Seller desires to revise prices accordingly but is restricted to any extend against to doing by reason of any governmental law, regulation, order or action, or if the cost basis of prices quoted or contracted as firm prices is altered by reason of any governmental law, regulation, order or action, Seller shall have the right to rescind this contract by written notice to Buyer, if Seller and Buyer cannot agree forthwith on an equitable solution concerning the additional cost thus incurred.
04. Liability and Risk: Upon acceptance by Buyer’s carrier or upon delivery to Buyer’s premises, whichever comes first, Buyer assumes all risks and liability for loss and damage resulting from the transportation, handling, storage or use of the goods supplied under this contract. Seller’s liability in respect to goods supplied or services rendered under this contract shall in any case be limited to the purchase price of the goods or services in respect of which damages are claimed. SELLER SHALL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTIAL OR OTHER DAMAGES RESULTING FROM DELAYED DELIVERY OR PERFORMANCE, SHORT SHIPMENT, HANDLING, STORAGE, USE, IMPERFECTION OR OTHERWISE OF GOODS SUPPLIED AS WELL AS FROM DELAYED OR IMPERFECT SERVICES RENDERED HEREUNDER.
05. Force Majeure: Delivery of goods or performance of services sold hereunder may be delayed or suspended by Seller in the event of an act of God, war, riot, fire, explosion, accident, flood, sabotage, inability to obtain fuel, power, raw material, labour, containers or transportation facilities, breakage or failure of machinery or apparatus, governmental law, regulation, order or action, national defence requirements or any other event beyond the reasonable control of Seller or in the event of labour trouble, strike, lockout or injunction, any of which events prevent the manufacture or dispatch of a shipment of the goods or of a material upon which the manufacture of the goods is dependent. If because of any such event, Seller is unable to supply part or total of the goods or render part or total of the services contracted hereunder, Seller shall be exempted to such extent from his obligations hereunder upon giving prompt notice of such event of Buyer, but this contract shall otherwise remain in force.
06. Buyer’s Credit: Seller reserves the right, among other remedies, either to terminate this contract or to suspend further deliveries or services under it in the event and for such time as Buyer fails to pay for any delivery or service when payment is due. Should Buyer’s credit standing become unsatisfactory to Seller, cash payments or satisfactory security may be required by Seller for future deliveries of goods or for services to be rendered as well as for goods theretofore delivered or for services theretofore rendered.
07. Reservation of Title: Goods supplied by Seller shall remain Seller’s property until the respective purchase price has been pain in full by Buyer. In case the goods have been processed by Buyer before the full purchase price has been paid, Seller’s reservation of title shall extend over the entire new object. In case of processing, combining or mixing Seller’s goods with goods owned by Buyer or third parties Seller shall acquire a part title of the newly created object or objects at a percentage corresponding to the ratio of the value of Seller’s goods to that of the goods of Buyer or third parties. Buyer shall store the goods and such newly created objects in a manner to indicate that Buyer holds these goods and objects as a bailee for Seller. Buyer may nevertheless sell these goods and objects to a third party in the normal course of business, but shall account to Seller as Seller’s agent for the portion of proceeds lawfully belonging to Seller.
08. Limited Warranty: The warranty for all Products are provided by the respective manufacturers of the Products. Typically, the Products warranty terms and conditions, including the warranty period, provided by the Products manufacturers will be packed within the packaging of the Products, and Buyers shall be bound by and has to comply with the Warranty Terms to claim benefit of the Warranty Terms. Seller does not give independent or separate warranty for the Products, but will use its best endeavors to provide such assistance to the Buyer as the Seller considers to be reasonable or necessary. However, where the Warranty is rendered void under the Warranty Terms, including by any tampering with the Product’s serial number, warranty seal or other product markings, or unauthorised modification or alteration of the Product (irrespective whether such act or omission was caused by Buyer), in which case the Seller has no obligation to assist the Buyer. Seller’s decision on all questions and complaints regarding causes of malfunctions, damages or defects shall be final and conclusive. Any recommendations made by Seller concerning the use of the goods are believed to be reliable but Seller makes no warranty of the results to be obtained. Buyer agrees to inspect the goods supplied or the services rendered hereunder immediately after delivery or performance and to give notice in writing of any claim within five (5) working days of delivery or performance. Failure to give notice in writing as aforesaid within the specified time constitutes an unqualified acceptance of the goods or services and a waiver of all claims with respect thereto. In case of a substantiated valid complaint concerning the goods supplied or services rendered hereunder, Seller shall repair, exchange or take back against reimbursement the rejected goods or the rejected part thereof or repeat or reimburse for the rejected service at Seller’s sole option. Seller’s obligations under this Warranty shall be conditional on Buyer’s full compliance with Buyer’s obligations under this contract, especially on full compliance with the terms of payment.
09. Governing Law: The validity, interpretation and performance of this contract shall be governed and construed in accordance with the laws of the Republic of Singapore.
10. Validity of Contract: In case individual terms of this contract should be modified, replaced or become partly or wholly invalid by mutual consent of Seller and Buyer, all other terms shall remain in force and the contract shall be deemed amended accordingly. In case individual terms of this contract should be modified, replaced or become partly or wholly invalid due to and governmental law, regulation, order or action, Seller and Buyer shall forthwith try to find an equitable valid replacement for the term thus changed or invalidated. If no mutual consent concerning such replacement can be reached, Seller shall have the option to either accept the changed term or the invalidation thereof and thereby keep the thus amended contract in force or to terminate this contract by written notice to Buyer.
11. Indemnity: The customer shall indemnify AsiaCloud Solutions Private Limited against all liabilities, costs and expenses which AsiaCloud Solutions Private Limited may incur as a result of works done in accordance with the Customer’s specifications or as a result of the combination or use of the Products with other equipment, parts or software not supplied by AsiaCloud Solutions Private Limited, involving infringement of any patent copyright or other proprietary right.