Order Confirmation Terms and Conditions
Scope and Conclusion of Contract : Our General Terms and Conditions of Delivery and Installation shall apply exclusively; we do not recognise any other conditions of Customer which deviate from our General Terms and Conditions of Delivery and Installation, unless we have expressly consented to their application in writing. Our General Terms and Conditions of Delivery and Installation shall also apply even if we unreservedly make the delivery and/or performance to Customer with the knowledge of other conditions of Customer which deviate from our General Terms and Conditions of Delivery and Installation. Our offers are non-binding. A contract shall only have been made when our written confirmation of order has been given. All agreements which have been made between us and Customer for the implementation of this contract shall be set down in this contract in writing.
Delivery, Passing of Risk, Receiving : We reserve the right to reasonable partial deliveries and partial billing. Deliveries shall be ex company, and unless otherwise agreed, ex place of manufacture. The acceptance of work performance shall be deemed determinative of the passage of risk. If customer undertakes the transport of the item from the place of manufacture to the site of its use, customer shall bear the burden of risk for the duration of the transport. The foregoing provisions on the passing of risk shall also apply if partial deliveries are made or other services are to be performed by us. Should delivery or acceptance be delayed or not take place as a result of circumstances which are not directly attributable to our actions or omissions, risk shall pass to customer as of the day of the notice of the readiness for shipment or acceptance. We agree to take out the insurance requested by customer at customer's expense. Notwithstanding the rights reserved to customer under section VIII hereof, customer may not refuse the receipt of delivery in the event of insignificant or non-material defects or deviations in quantity.
Retention of Title : Title to the delivered goods shall not pass to Customer until all our claims against Customer from the current business situation have been paid in full. If the validity of this reservation of title is subject to certain legal conditions or special formal regulatory requirements in the country of destination, customer shall ensure that they are fulfilled. Customer may neither pledge nor assign the goods as security prior to the passage of title. Customer must inform us without undue delay in the event of attachments, seizures or other dispositions by third parties. In the event of actions on the part of customer in breach of contract, including, but not limited to, default of payment, we shall be entitled to repossess the goods following a notice of default, and customer shall be obliged to surrender possession. Neither the enforcement of the retention of title nor the pledging of the delivered goods by us shall be deemed to be a rescission of contract. An application for the initiation of insolvency proceedings concerning customer assets shall entitle us to rescind the contract and demand immediate return of the goods. Following shall apply in addition to the foregoing:
a. We reserve title to delivered goods until all of our claims against customer within our current business relationship have been satisfied.
b. Customer is entitled within the scope of his normal business transactions to resell the delivered goods subject to our claim of title. Customer shall resell the subject of delivery under reservation of our rights thereto if amounts owed us under our contract with customer and associated with the delivered goods cannot be immediately paid in full by the third-party. Provided however, that the customer shall have no right to resell the goods if customer is in default of payment. Customer hereby assigns to us any accounts receivable or other claims arising under the resale or under any other legal basis to secure our claims. In the event that the reserved goods are processed and co-ownership is created, the assignment shall only encompass the percentage of claims corresponding to our co ownership.
c. Customer shall remain entitled to collect the claims assigned to us after their assignment for as long as he complies with his payment obligations to us in accordance with the terms of this contract. We may demand at any time that customer disclose any and all assigned claims and the respective debtors, provide us with all information necessary for collecting such claims, deliver to us the documents pertaining thereto and inform the debtor of the assignment.
d. Any processing of the reserved goods by customer shall always be on our behalf. If the reserved goods are processed with items in which we do not have ownership rights, we shall acquire co-ownership in the relation of the invoiced value of the reserved goods to the other processed items at the time of processing. If our goods are bonded with other movables to a single item and if the other item is to be viewed as the main item, it shall be deemed that customer shall transfer proportionate co-ownership to us, provided that he is the owner of the main item. Customer shall act as custodian of the property or joint property for us. In all other respects, the same provisions shall apply for the item created by processing or union as in the case of reserve goods.
e. Customer shall also assign to us his claims which secure our claims against him, his claims against a third party arising through the union of the delivered goods with real estate.
f. We agree to release the security to which we are entitled to the extent that its invoiced value exceeds our as yet unsatisfied claims by more than 15% on a non-temporary basis; the selection of the securities to be released shall rest with us.
Delivery Dates : Compliance with the agreed delivery dates requires that all commercial and technical issues between customer and us have been settled and that customer has performed all of his obligations. If this is not the case, the delivery period shall be extended accordingly. The foregoing shall not apply if the delay is directly attributable to our action or omission. Our compliance with the delivery date shall be subject to the condition that deliveries to us are correct and on time. The delivery period shall be deemed to have been honored if the goods to be delivered have left our plant by the expiration of this period or notice of the readiness for shipment has been given. The delivery period has been complied with if notice of the readiness for dispatch has been given before the delivery period expires. If acceptance must be made, the acceptance date, or alternatively our notice of the readiness for acceptance, shall be decisive – unless the acceptance has been refused for justifiable reasons. If non-compliance of the delivery period is attributable to acts of God, e.g. being called into military service, war, revolution, or similar events like e.g. labor disputes or other events outside our scope of influence like e.g. a delay in procuring government licenses, which delay is outside our scope of influence, the delivery period shall be reasonably extended. This shall also apply in the event of an already existing default. We shall inform Customer as soon as possible of the beginning and end of any such event. If the shipment or acceptance of the subject of delivery is delayed on grounds for which customer must bear responsibility, all costs incurred as a result of the delay shall be charged to him. Such costs shall include, but not be limited to, costs due to waiting time and any additional travel required of the specialist personnel, even if the operations have been undertaken at a flat rate or are charged to the supplier. In so far as installation delays and/or additional expenses arise, in the case of installations at a flat fee, which are not due to any default by the supplier (e.g. inadequate provision of specialists and auxiliary personnel); the purchaser shall bear any additional costs incurred therefore. These will be calculated in accordance with the applicable Price and Term Sheet for Installation Services in force at the time of the installation. If, with the agreement of the supplier, the purchaser places materials and assistance at the disposal of the supplier's installation personnel, the costs of which are chargeable to the supplier, a precise record thereof must be drawn up by the installation personnel. Only documentary evidence of this type will be valid in a subsequent settlement of accounts. We reserve the right to assert further damage compensation claims. The same shall apply if customer does not open an L/C by the agreed date. If customer has allowed a reasonable period set by us to expire, we reserve the right to dispose of the delivery goods and to supply customer with replacement goods in a reasonably extended period.
Delays in Delivery, Impossibility : In the event of partial impossibility customer may only rescind the contract as to the whole if it is objectively impossible for us to render performance as a whole prior to the passing of risk and it can be proven that partial performance is of no economic value to the customer. If this is not the case, Customer must pay the prices according to the terms of contract attributable to the partial delivery. Otherwise, section Liability shall apply. If the responsibility for impossibility is not to be borne by either party, we shall have a claim to the portion of the remuneration attributable to the work performed by us. If we are in default, we shall be liable pursuant to the statutory provisions if the default in delivery is based on an intentional or fraudulent contractual breach in our scope of influence. The fault of our representatives or vicarious agents shall be assigned to us. If the default in delivery is based on a fraudulent contractual breach in our scope of influence, our liability for compensation shall be limited to the foreseeable, typically occurring damage. We shall also be liable pursuant to the statutory provisions if the default in delivery is in our scope of influence and is based on a culpable violation of an essential contractual duty; the liability for compensation shall, however, be limited in this case to the foreseeable, typically occurring damage. In the event of a default in delivery, we shall otherwise be liable for each full week of delay with a lump-sum default compensation of 0.5 % of the value of the delivery, up to a maximum total amount of 5 % of the value of the delivery.
Acceptance : Our work performance shall be deemed to have been accepted 2 weeks after our notice of readiness for acceptance unless customer issues a written notice of major defects within this period. Customer is only entitled to refuse acceptance if the alleged defect objectively destroys or materially reduces the normal and/or contractually stipulated use of the work and/or its value. If the work contains defects not entitling customer to refuse acceptance, acceptance shall be mad under the reservation that the defects will be remedied. Refusals of acceptance, objections to acceptance or reservation against acceptance must be made without undue delay in writing and accompanied by the designation and description of the reported defect.
Claims because of Defects : Defects of the delivery in materials and title, we shall make the following subsequent performance as sufficient cure.
Defects in Materials
a. In our discretion we shall deliver a defect-free item or remedy the defect proven to be defective as a result of a circumstance existing prior to the passing of risk pursuant to section III of these General Terms and Conditions. Customer shall provide notice of the defects without undue delay and report the defect in writing and with a description thereof. We retain title to replacement parts provided within the scope of the replacement procedure.
b. There shall be no claims for defects for an insignificant deviation from the agreed quality, for an insignificant impairment of use for normal wear and tear or damage which occurs after the passing of risk due to faulty, improper or careless handling, fault installation or operation, excessive strain, unsuitable operating materials, defective construction work, unsuitable subsoil, chemical, electro-chemical and electrical influences or special external influences which are not foreseen by this contract as well as software errors which cannot be reproduced. If Customer or a third party carries out improper modifications or maintenance work, there shall not be any claims for defects for such modifications or work or for any resulting consequences.
c. Customer must provide us with the required time and opportunity for subsequent performance and cure. If we are not provided with this opportunity, we shall not be liable for any consequences resulting from failure to provide us an opportunity to cure. Customer shall only have the right to remedy the defect himself or through a third party and demand compensation from us for his necessary expenses in emergencies where workers' safety is endangered or to avoid unreasonably greater damage, I which case we must be informed immediately. e. In the event that customer culpably contributes the cause of the defects including, but not limited to, his failure to comply with the duty to avoid or reduce damages which result from the proven defect we shall have a damage compensation claim after the subsequent performance or cure which corresponds to customer' s contribution to the cause of the defect.
Liability : We are only liable, even in the event of damage resulting from our breach of duty during contract negotiations, an irrespective of the claimed legal basis for liability or claimed damage for which compensation is sought (including, but not limited to, compensation for damage caused other than to the subject of the contract itself) where our breach of the contract is the result of:
- intentional malfeasance;
In the event of the breach of major contractual obligations we shall also be liable for gross negligence on the part of non-executive employees or as a result of simple negligence on the part of corporate bodies and executive officers. In the event of simple negligence our liability is limited to reasonably foreseeable damage typical to the given type of contract. Our liability for the destruction of data is limited to the costs which would be required for their reconstruction if the data had been properly saved or backed-up by the customer. As long as no intentional contractual breach can be blamed on us and/or as long as we have not culpably violated an essential contractual duty, our liability for compensation shall be limited to the foreseeable, typically occurring damage. Any liability for consequential or incidental damages or farther liability premised on any legal basis whatsoever, including, but not limited to, compensation for damages not caused to the subject of delivery itself, is disclaimed and shall be specifically excluded.
Software : The general terms and conditions of software providers for the software products contained in our deliveries shall have priority over these General Terms and Conditions. Should such terms and conditions not be available, we shall have them sent to Customer upon request. Our General Terms and Conditions shall apply in addition to the general terms and conditions of other providers. Customer shall receive a perpetual, simple, non-exclusive right of use to our software products. The grant of sublicenses is not permitted. We are not obliged to provide the source code on which the software product is based. Customer may only process, de-compile, or reverse-engineer our software products to the extent permissible under law. Customer may neither remove nor change the manufacturer's product information, including, but not limited to, notices of copyright, without our prior written consent.
Installation, Repairs and Other Services : For installation, repairs and other services the following provisions shall additionally apply:
1. Customer shall inform our personnel at his own expense of existing safety regulations and hazards and shall undertake all action for the protection of persons and property at the worksite.
General Provisions : In the case of the sale of used goods, claims because of defects shall be excluded, provided that mandatory liability is not prescribed by law. All taxes, fees and levies in connection with the performance outside of Republic of Singapore shall be borne by customer and are to be reimbursed to us as the case may be. Personal data shall be stored by us in compliance with applicable statutory regulations. We shall not reimburse any costs for the return transport of packaging. Customer shall procure at its own expense all of the licenses and/or import/export paper for using the products. Place of performance for customer's obligations in relation to us is Republic of Singapore; unless otherwise stated in contract. Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the remaining provisions. For products, produced and manufactured on the plant there is no guarantee. These are affected for properties, appearances, handling purpose., etc. The qualified selection of raw material and substrates is only in the responsibility of Customer.
Changes: Customer may not make changes to the order at any time. If aNexus accept any changes, an equitable amount will be compensated by Customer.
Termination for Convenience or Cause: aNexus may terminate order confirmation or any part thereof for its sole Convenience. Upon notice of such termination, all work and/or shipment of goods shall immediately stop accordingly.
Cancellation : Customer shall notify aNexus in writing on cancellation and customer shall be liable for 20% of Selling Price for cancellation made within 30 days from date of Order Confirmation and subject to aNexus acceptance. aNexus shall be paid a rate of cost on manufacturing and material from various stages for cancellation notified by Customer after 30 days from Order Confirmation and subject aNexus acceptance. aNexus will not be liable to customer for any amounts; but customer shall be liable to aNexus for all losses, damages, and expenses, including costs of cover, resulting from the default that caused the termination. If a determination is made that aNexus improperly terminated the Order for Cause, then such termination shall be deemed to have been for aNexus’s Convenience.
Force Majeure: aNexus may delay delivery, performance, or acceptance of the goods or services ordered hereunder in the event of causes beyond its control. Seller shall hold such goods or refrain from furnishing such services at the direction of aNexus, and Seller shall deliver the goods when the cause effecing the delay is eliminated. aNexus shall be responsible only for Seller’s direct additional costs incurred by holding the goods or delaying the performance of this agreement at Anxus’s request. Causes beyond aNexus’s control shall include, without limitation, government action or failure to act where required, strike or other labor trouble, fire or similar catastrophe, and severe weather or other acts of God.
Warranties: Standard warranties is 12 months from shipment date; and may change without notice; and warranty terms & condition from various original equipment manufacturer also appllies.
Hold Harmless: Customer shall defend and hold harmless aNexus, its directors, overseers, officers, agents and employees against and from any and all claims, liabilities, losses, damages, expenses, and legal fees whatsoever, without limitation, arising in connection with any goods or services purchased under the Order or from any act, omission, operation, product or services of Seller, its employees, agents, suppliers, and subcontractors.
Insurance: Customer shall maintain adequate insurance in any and all forms necessary to protect both Customer and aNexus against all liabilities, accidents, losses, damages, claims, settlements, expenses, and legal fees arising out of or resulting from performance of this agreement.
Indemnification-Patents/Copyright: Customer agrees to indemnify aNexus and to hold ANexus harmless from and against all claims, liability, loss, damage, and expenses including legal fees, arising from or due to any actual or claimed trademark, patent, or copyright infringement and any litigation based thereon, with respect to any part of the goods and work covered by the order confirmation. Customer shall defend any such litigation brought against aNexus.
Use of the Name of aNexus: Customer shall not use the name of ANexus Pte Ltd and related group of companies or of any aNexus employee, or any aNexus trademark in its sales promotion, advertising, or any other publication without aNexus’s prior written permission.
Assignment: No part of the order confirmation may be assigned, transferred, or subcontracted by customer without aNexus’s prior written approval.
Confidentiality/Trade Secrets: All specifications, data and other information furnished by aNexus, or its agents, to Customer in connection with this order confirmation remain the exclusive intellectual property of aNexus and shall be treated by the Customer as proprietary and shall not be disclosed or used, outside the limitation of this order confirmation, without prior written approval of aNexus. In addition, the customer are not authorize to use the name of or make reference to aNexus for any purpose in any releases for public or private dissemination, nor shall the Customer divulge or use in any advertisement or publication any specifications, data, or other information pertaining to or relating to this usage without prior written approval of aNexus.
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