İngilizce
1.)
These general purchasing conditions (the "General Purchasing Conditions") apply to all our current and future orders (the "Order" or the "Orders", as the case may be) for goods and services (hereinafter referred to as the "goods" and the "services", respectively), and to processing them. These General Purchasing Conditions shall override any contrary different or additional terms or conditions (if any) contained on or referred to in a quotation or Order or other documents or correspondence from the supplier of the goods (the "Supplier"). No addition, alteration or substitution of these terms will bind SAS Asia Bar Systems Pte. Ltd. (hereinafter referred to as "us" "we" or "our") or form any part of our order of the goods unless they are expressly accepted in writing by a person authorised to sign on our behalf.
§ 2 Quotation
1.)
The Supplier shall accept each Order within a period of two weeks of the date of our written confirmation.
2.)
In providing us with quotations for the goods and/or services, the Suppliers shall not charge us any cost in connection therewith or impose any legal obligations on us.
Oral agreements given by our employees shall only become legally binding
§ 3 Trading terms
INCOTERMS®2010 shall be the relevant Incoterms (International Commercial Terms) which shall be applicable to the trading terms used herein.
§ 4 Prices, payment conditions
1.)
The price shown on the Order shall be binding on the parties.
2.)
Value added tax or goods and services tax at the rate laid down by law is included in the price.
3.)
In the case of prices quoted, whether they are quoted "free to factory gate”, "free to specified destination” or for "FOB” delivery in some other way, the prices shall include the costs of packaging and the relevant costs as per the Incoterm stated in the Order. In the case of an Incoterm which has a freight delivery term (for example, CFR, CIP or CPT), we only bear the most favourable freight charges, unless we have prescribed a particular method of despatch.
4.)
Unless something else has been agreed between the parties in writing, we pay the purchase price within 14 days less 3% cash discount, or net within 30 days.
5.)
The periods within which cash discounts are taken and payment is made commence from the date of the Supplier's invoices being received by us, but such periods do not commence prior to the arrival of goods or, in the case of services, not prior to their acceptance, and to the extent that documentation, test certificates (such as factory certificates) or similar paperwork forms part of the Supplier's performance, not prior to such documentation being handed over to us in accordance with the terms and conditions of the contract
§ 5 Delivery date, delay in delivery
1.)
The delivery date detailed in the order is binding on the parties. In regard to the performance of our Order and delivery of the goods to the designated premises, time shall be of the essence.
2.)
We have the right, in the case of delay in delivery, to demand compensation for loss caused by such delay, in instalments at the rate of 0.25% of the value of the delivery per completed week with a limit, up to 10% of that value We reserve our rights as to statutory claims going over and above that limit. The Supplier has the right to demonstrate to us that no loss, or substantially lower loss has arisen as a consequence of the delay, in which case we will moderate the instalments accordingly.
§ 6 Investigation of defects
We are entitled to check the goods for quality or quantity variances within an appropriate period. Any complaint shall be notified to the Supplier within a period of 10 working days of the receipt of the goods by us. We shall be entitled to reject all goods and/or services which do not conform completely in every respect with the terms of our Order and in particular (but without prejudice to the generality of the foregoing) Section 7.1 below. Further, if there are any defects that were not visible at the time of checking or for those goods/ services requiring further tests and such defect appears later, then we may lodge a complaint about it to the Supplier within 14 days of its discovery and be entitled to reject such goods/ services even after a reasonable period of use.
§ 7 Warranty
1.) The Supplier warrants that the goods and/or the services rendered shall conform in all respects with the drawings, specifications and other requirements or description stated in the Order and where applicable, the product brochures/ publications for the goods. The Supplier warrants that all goods shall be of sound materials, workmanship and (where the Supplier is responsible for this) design, and shall be equal in all respects to samples, or patterns provided by or accepted by us. The Supplier further warrants that all work shall be performed in a sound manner, and that goods shall be free from all defects including (to the extent if any that the Supplier is responsible for design) defects in design.
2.) The Supplier shall ensure that in all respects (except by way of design or specification where we have supplied the same) the goods and/or the services provided shall comply with all relevant requirements of any statutes or order, or other instrument having the force of law, which may be in force when the goods are delivered and/or when the services are performed (as the case may be)
3.)
We are entitled to make unabridged statutory claims under the warranty provided by the Supplier. We are entitled to make our own selection from the rights available to us under the law. Any remedy by the Supplier shall count as having failed immediately after the first fruitless attempt at rectification.
4.)
Any goods and/or services rejected by us must at our request be repaired, replaced or re-performed, as the case may be, by the Supplier at its expense. In such cases of repair, replacement or re-performance, the Supplier shall bear the costs of packaging the goods.
5.)
If so requested by us, the Supplier shall assign to us, on account of performance, all claims on its upstream suppliers to which it is entitled arising from and in connection with the delivery of defective goods, or with goods that do not have properties that they were warranted to have. The Supplier shall hand over to us all the documentation necessary for the purpose of our asserting such claims as well as execute documentation or do any action that is necessary for the purpose of such assignment of claims and our assertion of such claims. For the avoidance of doubt, this clause shall not exclude or exempt the Supplier from its primary obligation of providing the remedy of repairing or replacing the goods or re-performance, as the case may be.
§ 8 Retention of title
To the extent that we place orders for parts, we retain ownership in them. Processing or conversion of them by the Supplier is undertaken on our behalf. In the case of processing or intermingling of the goods we acquire joint ownership of the new item in the proportion that our goods bear to the other processed items in terms of value, at the time of such processing.
§ 9 Assignment
Our written consent is required for the assignment of rights or claims on us arising from the order.
§ 10 Delivery
1.)
Delivery terms for the goods are based on the relevant Incoterms (i.e., INCOTERMS®2010) stated in the Order. The bearing of risk for the goods will depend on the relevant Incoterm stated in the Order. Care must be taken when despatching them that the goods ordered are precisely as described on their consignment notes, in line with the relevant freight forwarding organisation's regulations applying at that time.
2.)
§ 11 Declaration on status of origin
The following applies in the event of the Supplier submitting declarations on the status of origin of the goods sold:
1.)
The Supplier undertakes to make it possible for the documentary evidence of origin to be checked by the Customs Administration and/or other relevant government authority, and shall provide the necessary information and bring about any confirmations that may be required.
2.)
The Supplier undertakes to reimburse us for any loss arising from the origin declared not being recognised by the responsible officials because of defective certification, or because of opportunity for re-examination not being available.
§ 12 Place of fulfilment, place of jurisdiction and applicable law
1.)
Unless something else is agreed, our warehouse (as designated in the Order and which is confirmed by us in writing) is the place of fulfilment for delivery.
2.)
Both parties hereby agree to submit to the non-exclusive jurisdiction of the Singapore courts.
3.)
These General Purchasing Conditions shall be governed by and construed in accordance with the laws of Singapore. The United Nations' Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these General Purchasing Conditions.
Status: July 31st, 2014
