Terms and Conditions

GENERAL CONDITIONS OF SALE

1. GENERAL

1. 1. In these General Conditions of Sale (“Conditions”) the terms below shall bear the meanings set opposite to them:-
    “Company” means Luxconex Pte Ltd.
    “Contract” means any contract of sale between the Company and the Purchaser for the sale of Goods.
    “Goods” means any goods agreed to be supplied by the Company and shall where required include services, in accordance with the Contract.
    “Purchaser” means the person, firm or corporation which has agreed to buy Goods from the Company.
  2. These Conditions shall apply to and form part of every contract of sale entered into between the Company and the Purchaser to the exclusion of any other terms submitted at any time by the Purchaser, and may not be varied without the prior consent in writing of the Company. If there is a conflict or inconsistency between these Conditions and any other conditions or terms imposed by the Purchaser, the provisions in these Conditions shall prevail.
  3. If any provision or part of a provision of the Conditions is found by the Singapore courts to be illegal, invalid, void, voidable, unenforceable or unreasonable it shall be deemed severable and the remaining provisions of the Conditions and the remainder of such provision shall continue in full force and effect. Failure or delay by the Company in enforcing or partially enforcing any provision of the contract will not be constituted as a waiver of any of its rights under the Contract.
  4. The Company may from time to time, with fourteen (14) days notice, amend, consolidate, modify extend or replace the provisions of these Conditions set out herein.
  5. Reference to writing or any form of communication between the parties shall include facsimile and all communication by electronic means.

2. QUOTATION AND PURCHASE ORDERS

1. 1. Quotations submitted by the Company shall be valid for the period stated therein, or where no period is stated then for a period of thirty (30) days from the date of issue. Quotations are not binding on the Company until they are accepted by the Purchaser and confirmed by the Company in writing.
  2. The Purchaser may also accept a quotation by placing a purchaser order with the Company. All purchase orders shall be subject to these Conditions. For the avoidance of doubt, no verbal orders or confirmation shall constitute a valid acceptance of the quotation.
  3. All purchase orders and acceptances of quotations shall be made by the Purchaser in writing.
  4. No purchase order placed by the Purchaser shall be deemed to be accepted by the Company, until the Company agrees to the same in writing. Any additional or different conditions proposed by the Purchaser are expressly objected to and will not be binding upon the Company, unless agreed to in writing and signed by a director of the Company.
  5. Unless otherwise agreed to by the Company in writing, all orders placed by the Purchaser shall be deemed non-cancellable, and monies paid non-refundable once such order has been accepted by the Company.

3. VARIATION TO CONTRACT

1. 1. All variations to the Contract must be in writing.
  2. Any cost or liability incurred by the Company due to suspension of work, rescheduling of deliveries or change in order quantity resulting from the Purchaser’s instructions or lack of instructions shall be added to the price of the Goods and paid accordingly by the Purchaser.

4. PRICES

1. 1. Unless stated otherwise, the price payable for Goods shall be exclusive of goods and services tax, value added tax, import and/or export and other prevailing tax and/or governmental charges. Any such additional tax and/or governmental charges shall be borne by the Purchaser and may either be added to the invoice issued by the Company, or may be billed separately, at the Company’s discretion.
    1. Where the Company has issued a pricing list to the Purchaser, all prices set out therein are for the Purchaser’s reference only. Unless otherwise stated in writing, the price payable for Goods shall be the price as agreed between the Company and the Purchaser in the Contract.
    2. Agreed prices are based on the quantities stated in the Contract. The Company reserves the right to vary the price where, (i) the quantities are varied; or (ii) where the Purchaser fails to take delivery of the Goods within the agreed delivery period, and where no such period has been agreed, within a reasonable time as may be determined by the Company.
    3. The Company shall also have the right to vary the price of Goods to take account of any variations in costs including but not limited to any foreign exchange fluctuation, rates of duties, variations in the cost of wages, materials and other costs of manufacture and distribution, taking effect between the date of Contract and delivery of the Goods.

5. PAYMENT

1. 1. Unless otherwise specified in the quotation, or agreed upon in writing by the Company, full payment in respect of all Goods placed by the Purchaser shall be made upon the Purchaser’s acceptance of the Company’s quotation or Company’s issuance of the invoice, whichever is the earlier, and in any case, before the Company commences production of the Goods. The Purchaser shall make full payment without any deduction whether by way of set-off, counterclaim, discount abatement or otherwise. For the avoidance of doubt, the Company shall not be obliged to commence production of the Goods if it has not received payment as required in the Contract.
  2. Unless otherwise specified in the quotation, all payments may be made by way of telegraphic transfer.
  3. If the Company defaults in payment by the due date, the Company reserves the right to charge an interest thereon at a rate of two percent (2%) per month and not commence with the production of the Goods. The Company shall hold the Purchaser liable for all direct costs, including legal costs (on a full indemnity basis), that may be incurred in collecting any amounts outstanding

6. DELIVERY

1. 1. Dates specified by the Company in respect of all deliveries are given in good faith and are intended to be estimation only, and shall not be the essence of the Contract and shall be calculated from the date of the Contract.
  2. Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the address indicated in the Company’s quotation or such other address as the Company may agree and the Goods shall be delivered by such mode of transport and on such terms as may be decided by the Company.
  3. Where Goods are to be delivered in batches, each delivery shall constitute a separate contract so that failure to deliver or defects on one or more batches shall not entitle the Purchaser to reject other batches.
  4. Notwithstanding any provisions in these Conditions, the Company will not be liable for any loss including loss of profit, damages, charges.

7. PASSING OF RISK AND PROPERTY

1. 1. The risk in the Goods shall pass immediately to the Purchaser upon the Company making the Goods available for collection or when the Company delivers the Goods, whichever is the earlier.
  2. If for any reason the Purchaser fails to accept delivery of any of the Goods, or the Company is unable to deliver the Goods on time because of reasons set out in Clause 14 below, including but not limited to, the Purchaser not providing appropriate instructions, documents, licences or authorisations, risk in the Goods will pass to the Purchaser (including loss or damage caused by negligence) on the delivery date in the Contract. The Goods will be deemed to have been delivered on the date the Company notifies the Purchaser that the Goods are ready for collection and the Company may store the Goods until the Purchaser collects the Goods. The Purchaser will be liable for all related costs and expenses (including without limitation storage and insurance).
  3. Any costs incurred by the Company with respect to Clause 7.2 shall be additional to any administrative charges that the Company may at its discretion determine from time to time.
  4. The property in the Goods shall remain with the Company until the Company receives payment in full (including all prevailing tax and governmental charges) for the Goods, in accordance with the terms of the Contract.
  5. Until such time where property in the Goods passes to the Purchaser, the Purchaser shall hold the Goods on behalf of the Company as a bailee. Insofar as the property in the Goods remain with the Company, the Purchaser shall keep the Goods identifiable and separate from all other goods and products in its possession.
  6. Until such time where the Company receives payment in full (including all prevailing tax and governmental charges) for the Goods, the Purchaser shall be under an obligation to redeliver the Goods to the Company if the Company so requires, and the Company shall be entitled at any time to retake possession of the Goods and for that purpose to enter upon any land or premises of the Purchaser where the Goods may be kept/ stored. Where the Goods have been fixed or attached to any other product, the Company reserves the right to detach the Goods in order to recover possession of them. Such redelivery or retaking of possession shall be without prejudice to the obligation of the Purchaser to purchase the Goods.

8. LOSS OR DAMAGE IN TRANSIT

1. 1. Unless the Company expressly agrees otherwise in writing, the Purchaser must insure at its own costs all the Goods against any risk and/or damage that the Goods may be exposed to in transit.
  2. Without prejudice to Clause 8.1 above, where the Company is obliged to deliver the Goods to a destination other than the factory at which the Goods are manufactured, the Company will only consider claims by the Purchaser for non-delivery or damage in transit if notice is received in writing by the Company within:-
    a. thirty (30) days of the date where the advice note/ dispatch note was issued by the Company to the Purchaser, in the case of non-delivery of the whole consignment; and
    b. seven (7) days of receipt of the Goods, in the case of damage in transit or partial loss of the Goods.
  3. The Purchaser will retain any damaged Goods and any associated packing for examination by the Company. The Company shall not be liable to the Purchaser for any loss or damage whatsoever where the Purchaser fails to notify the Company in accordance with this Clause 8.

9. DESCRIPTION

Unless specified in the quotation to the Purchaser by the Company, all other descriptions, illustrations and/or particulars of the weights, dimensions and performance criteria of the Goods issued by the Company through catalogues, price lists and/or advertising material (as the case may be) are by way of general descriptions and are approximations only, and shall not form part of the Contract or give rise to any liability on the part of the Company.

10. WARRANTY

1. 1. The Company warrants that the Goods purchased by and delivered to the Purchaser will conform to the applicable technical specifications stated in the Contract
  2. Unless otherwise specified in the quotation, the warranty in favour of the Purchaser shall only be valid for a continuous period of twenty-four (24) months from the date of delivery of the Goods to the Purchaser.
  3. Subject to Clause 11, during the warranty period, the Company agrees at its option to either repair or replace (with goods of the same essential characteristics) defective goods (“Defective Goods”) proved to the Company’s reasonable satisfaction to have failed by reason of defects arising from faulty workmanship or materials, provided that:-
    a. the Purchaser has followed all instructions issued by the Company in relation to the use, storage and/or maintenance of the Goods;
    b. the Goods have not been altered, used or repaired outside the permitted scope as may be specified in the issued quotation, and/or otherwise authorised/ provided by the Company in writing;
    c. the Purchaser has installed the Goods in conformity with the requisite safety standards, including the Conformité Européenne, National Electrical Code and Underwriters Laboratories’ Standards (where applicable);
    d. in the case of defects which would have been apparent to the Purchaser on reasonable examination of the Goods upon delivery, the Purchaser notified the Company of the defects in writing within 14 (fourteen) days of delivery of the Goods; and
    e. in the case of any other defects, the Purchaser notified the Company of the defects in writing within seven (7) days from the date when the defect became apparent.
  4. Notwithstanding anything set out in this warranty, the Company’s obligation under this warranty shall be limited only to the replacement or repair of the Defective Goods (as the Company may decide). For the avoidance of doubt, any other costs incurred including but not limited to the dismantling and installing of replacement goods, shall be borne by the Purchaser.
  5. With respect to Goods sold to the Purchaser by the Company which do not bear the Company’s name, or the name of the its subsidiaries/ affiliates (“Third Party Goods”), the Company makes no warranty of any kind, express or implied, including but not limited to, any warranty on the merchantability or fitness of the Third Party Goods. The Company shall, where applicable, at the Purchaser’s cost, transfer or assign to the Purchaser any warranties that the Company may have from the supplier of the Third Party Goods.
  6. The warranties set out in these Conditions are the only warranties provided by the Company. All warranties, whether implied or incorporated by law, including but not limited to the merchantability of the Goods or their suitability or fitness for a particular purpose, are hereby expressly excluded to the extent that is allowed by law.
  7. The warranty set out herein extends only between the Purchaser and the Company, save for circumstances where the Purchaser has been authorised by the Company in writing to re-sell the Goods to third parties. In such circumstances, this warranty shall extend to such third-parties, subject to and in accordance with this Clause 10.

11. RETURN OF GOODS

1. 1. Where the Purchaser alleges that there are defective Goods, the Purchaser shall submit to the Company in writing, a request for the return of allegedly defective Goods. The Company shall thereafter issue a Return Material Authorisation (“RMA”) to the Purchaser and provide the Purchaser with such location where the allegedly defective Goods are to be returned. Goods delivered will only be accepted for return if the Purchaser complies with the Company’s returns procedure set out in this Clause 11.
  2. All RMAs generated are only valid for thirty (30) days. Where the Purchaser fails to return the allegedly defective Goods within the specified time frame, the Purchaser is deemed to have forgone its right to return the Goods.
  3. The Purchaser shall bear all costs and risk of delivering the allegedly defective Goods to the Company. Where it is proved to the Company’s reasonable satisfaction that the Goods have failed by reason of defects arising from faulty workmanship or materials, the Company will reimburse the Purchaser for the costs incurred for the delivery of the Defective Goods.
  4. Upon receipt of the allegedly defective Goods, the Company will review the alleged defect at its earliest convenience. The Company shall not be liable for any cost or damages that may be incurred by the Purchaser due to any delay caused by the Company in reviewing the alleged defect.
  5. The Purchaser shall upon notification by the Company collect any unauthorised Goods returned within such period specified by the Company. If the Purchaser fails to collect such unauthorised Goods, the Company shall be entitled to dispose of such unauthorised Goods. Any costs incurred in disposing of the unauthorised Goods will be borne by the Purchaser. Any balance proceeds from the disposal of such unauthorised Goods shall be for the account of the Company.

12. LIMITATION OF LIABILITY

1. 1. The following provisions of this Clause 12 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and subcontractors) in respect of any breach of the Contract and any representation, statement or omission including negligence arising under or in connection with the Contract.
  2. The Company’s total liability in contract, tort, misrepresentation or otherwise arising in connection with its performance or contemplated performance of this Contract shall be limited to the price of the Goods paid by the Purchaser under the Contract.
  3. The Company shall not be liable to the Purchaser for any direct or indirect loss (including, loss of profit, loss of business and/or depletion of goodwill), damages, costs, expenses, or any other claims for consequential compensation, howsoever arising out of or in connection with the Goods.

13. INTELLECTUAL PROPERTY

1. 1. The Company shall retain all rights on all patents, copyright, registered and unregistered designs, trademarks and other intellectual property rights (“Intellectual Property Rights”) which subsist in any Goods, inventions, drawings/ designs created or made by the Company (or an employee, agent or representative of the Company), and any other materials provided to the Purchaser in relation with the Goods.
  2. All materials provided to the Purchaser by the Company for the purposes of the Contract shall, unless otherwise agreed by the Company in writing, belong to the Company subject only to a licence in favour of the Purchaser to use such materials for the purposes of the Contract.
  3. Where the Purchaser prints off copies or downloads parts of any page(s) from the Company’s website for its personal reference, the Purchaser shall not alter any materials printed or downloaded, nor shall the Purchaser use any illustrations or graphics downloaded separately from any associated text.
  4. The Company assumes no liability for any infringement of Intellectual Property Rights covering any combination of any Goods supplied hereunder with any product, whether or not such product was supplied by the Company, or any method or process in which any Goods supplied hereunder may be used.
  5. The Company shall not be liable for infringement of any Intellectual Property Right arising from compliance with the Purchaser’s design(s), specification(s) or instruction(s). The Purchaser shall indemnify the Company against any final award of damages and costs for such infringement and shall reimburse all costs incurred by the Company in defending any suit for such infringement.

14. FORCE MAJEURE

The Company shall be entitled without liability on its part and without prejudice to its other rights, to terminate the Contract or any unfulfilled part thereof, or at its option to suspend or make partial deliveries or to extend the time or times for delivery, where the manufacture of the Goods by the Company, or the delivery of the Goods or the performance by the Company of any of its obligations under the Contract is hindered or delayed whether directly or indirectly by reason of:-

a. the Purchaser failing to furnish necessary instructions or information to the Company;

b. circumstances arising beyond the reasonable control of the Company, including without limitation to acts of God, acts of civil or military authority, fires, strikes, lockouts or labour disputes, epidemics, government restrictions, wars, riots or civil disturbances, earthquakes, storms, typhoons or floods; and/or

c. restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials by reason of any industrial dispute or any cause specified in Clause 14(ii) above, whether or not such cause existed at the date of the Contract.

15. PURCHASER’S BREACH

If the Purchaser commits a breach of the Contract, becomes an adjudged bankrupt or any petition for bankruptcy is presented against him, or if, being a corporate body, the Purchaser is wound up or a resolution is proposed to wind up the Purchaser, or if the Purchaser shall be deemed to be unable to pay its debts, the Company shall be entitled, without prejudice to any other claim or right or remedy which it may have, forthwith suspend any or all deliveries or determine the Contract or any unfulfilled part thereof, or until the Purchaser’s default has been made good.

16. EXPORT

1. 1. The Purchaser shall be responsible for complying with all legislation and regulations (including acquiring, at the Purchaser’s expense, all necessary licenses and authorities) governing the importation of the Goods into the country of destination, and for payment of all prevailing tax, governmental charges and duties thereon.
  2. The Company shall not be liable for any loss, damage or delay in transit or any extra charges incurred by the Purchaser.

17. GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of Singapore and the parties hereto irrevocably submit to the exclusive jurisdiction of the Singapore Courts.