| ACES 3F PTE LTD TERMS AND CONDITIONS OF SALE 1. Agreement 1.1 Scope: These General Terms and Conditions of Sale (“General Sale Terms”) govern the terms of sale of any Products by Aces 3F Pte Ltd (the “Company”) to a Purchaser named in the Order Confirmation (as defined herein) issued the Company and the expression “Purchaser” shall include a Distributor appointed by the Company for such Products. These General Sale Terms apply to all subsequent transactions made between the Company and the Purchaser even if no further reference is made to them in subsequent transactions. 2. Quotation & Contract 2.1 Aces’s quotation is valid for acceptance for 30 Days after its date, unless Aces has stated a different period or withdraws it earlier. The PO must be in writing and has no effect until Acknowledgement. Aces is not obliged to accept any PO. If there are any conflicts, discrepancies or ambiguities, the following order of priority applies: (1) the Acknowledgment, (2) these Terms, (3) the PO and (4) Aces’s quotation. All communications about the Contract must be in English and state the Customer PO number and Aces order number. 3. Currency 3.1 All amounts payable under these General Sale Terms shall be paid in Singapore Dollars or United State Dollars unless otherwise agreed in writing. 4. Transport and Delivery 4.1 Trade Terms: Reference to trade terms such as EXW denoting Ex-Works, FCA denoting Free Carrier, CIF denoting Cost Insurance and Freight and other trade terms as well as the obligations of parties to a transaction not specified herein shall be interpreted in accordance with Incoterms 2020 issued by the International Chamber of Commerce. 4.2 Delivery: Unless otherwise expressly agreed to by the Company in writing, all Products will be delivered Ex-Works, and delivery shall be constituted by a notice (“Delivery Notice”) issued by the Company to the Purchaser informing the Purchaser that the Products are ready and available for shipment or transportation at the Company’s premises. 4.3 Transport: At the request of a Purchaser, the Company may in its sole discretion agree to make transport and insurance arrangements and the cost shall be borne by the Purchaser. If requested by the Company, such costs shall be paid in advance, otherwise, such costs of transport and insurance arrangements shall be paid by the Purchaser at the time of payment of the Purchase Price of the Products. Unless otherwise agreed in writing the Company reserves the right to select the route and mode of transportation and the Company shall not be bound to select any route whether the same be regarded as cheapest or quickest of all given possibilities. 4.4 Delivery Date: The Company will make all reasonable efforts to conform to delivery by the Target Date as specified in the Order Confirmation. If no Target Date is specified in the Order Confirmation, then the Products shall be delivered by such date as may be notified subsequently by the Company. In no event will the Company be responsible for any delays resulting from events of Force Majeure. 5. WARRANTIES ACES 3F PTE LTD – Seller warrants that all Goods delivered under Buyer’s Order shall be free from defects in material and workmanship and conform to Seller’s specifications for a period stated on contract from the date of original shipment. This warranty does not apply to any Goods that, upon examination by Seller, or Seller’s authorized service provider, are found to have been (i) mishandled, misused, abused, or damaged by Buyer or any third party; (ii) altered from their original state; (iii) repaired by a party other than Seller without Seller’s prior written approval; or (iv) improperly stored, installed, operated, or maintained in a manner inconsistent with Seller’s instructions. This warranty does not apply to defects attributed to (i) normal wear and tear or (ii) failure to comply with Seller’s safety warnings. Seller, at its sole option, shall either repair or replace defective Goods, or issue Buyer a credit for the original price of the defective Goods. Such repair, replacement, or credit shall be Buyer’s sole remedy for defective Goods and Services. Under no circumstances is Seller liable for recall, retrieval, removal, dismantling, re-installation, redeployment, or re-commissioning of any defective Goods or any costs associated therewith including, but not limited to, any subsea work performed below the waterline, heavy lift operations, or the transportation to or from offshore locations. Consumables obtained from third parties shall bear the warranty of their manufacturer. 6. TAXES 6.1 If the Customer must at any time deduct or withhold any tax or other amount from any sum paid or payable by the Customer under the Supply Contract, the Customer shall pay such additional amount as is necessary to ensure that the Supplier receives on the due date and retains (from any liability other than tax on its own overall net income) a net sum equal to what it would have received and so retained had no such deduction or withholding been required or made. 6.2. The Customer shall pay any GST and any other value added tax chargeable on any payment to the Supplier. 7. Payment Terms: Subject to Seller’s approval of Buyer’s credit, and unless expressly stated otherwise in Seller’s Offer, payment terms for domestic Orders are net thirty (30) days from date of Seller’s invoice. At Seller’s sole discretion, payment terms for first order shall be either cash in advance by bank transfer/ Paynow or remittance. Buyer shall pay interest on all late payments at a rate of (i) two percent (2 %) per month or (ii) the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under Seller’s terms and conditions or at law, which Seller does not waive by the exercise of any rights hereunder, Seller shall be entitled to suspend the delivery of any Goods and/or performance of Services if Buyer fails to pay any amounts when due hereunder and such failure continues for three (3) days following written notice thereof. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise. If Seller at any time determines, in its sole and absolute discretion, that Buyer is not financially sound or responsible or may be unable to pay in full and in a timely manner all amounts due to Seller, Seller shall have the right to require immediate payment in full in cleared funds prior to continuing work or incurring any further cost. Buyer must raise any dispute relating to an invoice within seven (7) days of the date of invoice. If Buyer’s dispute is held to be valid, Seller shall credit Buyer the disputed amount. Title to Goods shall pass to Buyer upon delivery and receipt of payment in full to Seller. 8. Passing of Property: Notwithstanding the passing of risk, property and title in the Products will pass only upon receipt of full payment of the Price by the Company. Unless the Purchaser is an authorized distributor or authorised reseller, the Purchaser confirms that the Purchaser is buying the Products for its own use and not for resale, The Purchaser also acknowledges that there are safety and regulatory concerns in relation to medical products which are counterfeit or not approved for sale in the specific country. Purchases which are not from the Company or from authorised distributors/resellers of the Company will not be entitled to the benefit of any warranties given by the Company. 9. Representations Regarding Foreign Laws: The Purchaser (if a company operating in a jurisdiction outside Singapore) recognizes that the Company is not fully familiar with the laws, rules, regulations and policies of each jurisdiction outside Singapore and that the Company has entered into these General Sale Terms with the Purchaser (and will perform these General Sale Terms) in reliance upon the following representations and warranties made by the Purchaser on the date hereof and on each date that Product is shipped or sold that: (i) none of these General Sale Terms, the relationship created hereby or the performance hereof is contrary to the laws, rules, regulations or policies of any government, commission, agency or instrumentality having jurisdiction within which the Purchaser is operating ; and (ii) the Purchaser has not refunded and will not refund, either directly or indirectly, any funds to any director, officer, employee or other representative of the Company. 10. Company’s Remedies: The Company’s exercise of any of its rights and remedies under these General Sale Terms or at law following the Purchaser’s breach shall not be the exclusive rights or remedies of the Company and shall in no way limit the Company’s additional rights or remedies available to it under these General Sale Terms or law. Without limiting the foregoing, in the event of a breach by the Purchaser of any of its obligations under these General Sale Terms, the Company may, upon notice to Purchaser and as determined in the Company’s sole discretion, terminate these General Sale Terms in its entirety or in part or suspend the Company’s performance under these General Sale Terms. Governing Law: These General Sale Terms shall be governed by the laws of Singapore. The official language of these General Sale Terms is English. Revision 20 April 2022 |