Terms & Conditions
Terms & Conditions of Sale
1. Interpretation
1.1
In these conditions:
“Customer” means the person, firm, body or company whose had order for the Goods and such order is accepted by the Seller.
“Goods” means the goods and/or services (including any Item of the goods and/or services which the Seller is to supply in accordance with these Conditions).
“Seller” means Ecolex Animal Nutrition (S) Pte Ltd, Ecolex Sdn Bhd, Ecolex Animal Nutrition Sdn Bhd or its other related companies.
“Conditions” means the standard terms and conditions of sale set out in this document.
“Contract” means the contract for sale and purchase of Goods, particularly stipulated in the Sales Order Confirmation.
“Writing” includes facsimile transmission and electronic transmission.
Any reference to any clauses is to be referred to in these conditions.
Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
The headings in these conditions are for the purpose of convenience only and shall not affect the interpretation
2. Applicability
All sales of Goods by Seller (including Seller’s quotations, order and contract for sales) are only subjected to these Conditions, notwithstanding anything contrary to the Customer’s standard terms and conditions of purchase, whether contained in quotation, purchase order, invoice, order acknowledgement, contract or similar document, and any prior written or oral agreement, understanding, representation or promise. In the event there is any conflicting or additional terms and conditions of any such documents it shall be deemed not binding upon the parties, except insofar as expressly agreed in writing by the seller.
3. Terms
3.1
Subject to clause 4.3, any order accepted by the Seller is subjected to these Conditions to the extent permitted by the law. The Contract shall be deemed void and unenforceable if there is a failure of compliance even if there is an extrinsic document(s) supplied or referred to by the Customer.
Any terms and conditions stipulated by the Customer which are in addition to and inconsistent with these terms stipulated under Clause 3.1, is deemed to be a counter offer and not an acceptance by the Seller unless agreed to in writing by the Seller. Hence, if the Seller rejects or does not accept the new offer, the new offer shall set off any terms and conditions and held as inapplicable.
4. Variation Clause
4.1
No variation to these Conditions shall be binding unless prior agreed to in writing by the Seller.
4.2
The Seller’s employees, distributor, channel partner or agent are not authorized to make any variation or representation to these Conditions unless approved by the Seller in writing. By virtue of the above said, the Seller cannot be held liable for any detriment arising from any such representation made or variation.
4.3
Customer, its employees or agent(s) who acted upon any advise, opinion or recommendation given by the Seller, its employees or agent(s) as to the storage or handling of Goods which was not authorized in writing shall undertake the risk entirely at its own costs.
5. Formation of Contract
Quotations made by the Seller are not to be treated as binding unless expressly stated otherwise. After receiving the Customer’s purchase order and upon the Seller’s written confirmation of the Customer’s order through Sales Order Confirmation, the Contract (Sales Order Confirmation) between Seller and Customer shall only be formed, regardless the Contract had signed by Customer.
6. Orders
6.1
In placing an order for Goods, the Customer acknowledges that all information contained in the brochures, indicative price, advertisement, guidelines on technical application of the Goods and other promotional materials regarding weight, measures, ingredients and other data relating to the Goods are merely an estimation and only to serve as a general guideline and shall not be regarded as binding upon the Seller. The Customer also acknowledges that such information is best to the Seller’s knowledge at the date of printing and there shall not be treated as a representation of whatsoever nature. It is the Customer’s duty to ensure that the nature and quality of Goods suits to their common purpose.
6.2
In the event there is typographical, clerical, error or omission in the Contract invoice, acceptance of offer or other relevant document. The Seller reserved the right to make amend and correction without being held liable.
6.3
The Customer are held responsible at all times to ensure compliance to the terms of order and giving the Seller all necessary information relating to the Goods for the Seller to perform the Contract in accordance to the term.
6.4
The Seller reserved the right to make any changes in the specification of Goods whenever there is a need arises to conform with the Statutory requirement or at the Seller’s specification without affecting the quality.
6.5
Once the Contract is formed, no cancellation is allowed unless prior written consent of the Seller’ and with the condition that the Customer shall fully indemnify the Seller against all direct and indirect losses (including but not limited to loss of profit, cost price, labor charges and materials used, transportation arrangement), damages, charges and expenses incurred by the Seller as a result of cancellation.
6.6
For all Contract with made-to-order Goods, no cancellation is allowed and the Customer shall pay the Goods according to the agreed payment term stipulated in the Contract.
7. Price of the Goods
7.1
The price of the Goods is exclusive of SST, VAT and any local sales taxes. Any applicable SST, VAT or local sales taxes will be charged as an addition to what the Customer already liable to pay to the Seller.
7.2
The price, duties, taxes and other public charges are based on the exchange rates applicable at the time of the formation of Contract. The Seller reserved the rights to adjust the rate in the event there is any discrepancy to the price, duties, taxes and other public charges.
7.3
In the event there is an increase in price for utilities, raw materials, shipment arrangements, or other resources necessary for the manufacturing of the Goods occurring prior to the agreed date of delivery, the Seller reserves the right to increase the price of the Goods ordered in proportion thereto by giving written notice to the Customer and such notice will be deemed accepted by the Customer if the Customer fails to respond within seven (7) days upon receipt of such notice.
7.4
Unless otherwise agreed in writing by the Seller, the Seller reserves the right to vary the price quoted for the Goods and the price of the Goods shall be the price expressly stipulated in the Contract.
8. Terms of Payment
8.1
The Seller shall be entitled to invoice the Customer for all amounts payable under the Contract in accordance with the payment terms stipulated in the Contract.
8.2
The Customer shall pay all sums invoiced by the Seller within the payment terms stipulated in the Contract. The time of payment of the sums due shall be of the essence of the Contract
8.3
The Customer shall pay the price in full without any discount, deduction, set off or abatement on any grounds whatsoever unless otherwise agreed in writing by the Seller.
8.4
If the Customer fails to make any payment on the due date stated in the Contract, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled, at the discretion of the Seller, to:
8.4.1 Cancel the Contract or suspend any further deliveries to the Customer;
8.4.2 Seized any payment made by the Customer for such Goods (or the good supplied under any other contract between Customer and the Seller) as the Seller may think fit; and/or
8.4.3 Charge the Customer compound interest (both before and after any judgement) on the amount unpaid, at the rate of 12% per annum until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
9. Delivery
9.1
Delivery shall be in accordance with the latest edition of International Chamber of Commerce official rules for the interpretation of trade terms (INCOTERMS) in force at the time when the Contract is concluded unless otherwise specifically provided for in the Contract. For avoidance of doubt, the Seller is not obligated to load the Goods onto the designated vessel if the vessel is, directly or indirectly, prohibited or restricted under applicable trade or economic sanctions, laws, or regulations of the United Nations, European Union, United Kingdom, or the United States. The Seller shall not be liable for any delays arising out of such restrictions attributable to the Customer.
9.2
Delivery of the Goods shall be made to such address as stipulated in the Contract in accordance with the agreed INCOTERMS and agreed date of delivery. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery by the Seller. If the Customer fails to make such arrangements, or refuses to accept the Goods at the time they are made available, or delays the delivery of Goods which have been made available, or fails to provide the necessary information for delivery, the Seller shall, at the sole discretion, either to: (i) leave the Goods at or as near as possible to the address stipulated and such delivery of the Goods shall be deemed to have been properly made Or (ii) store the Goods at the expense and risk of the Customer (including but not limited to all storage, handling, transport, insurance and other related costs and expense for the storage of the Goods). The Customer shall be liable for full payment of the Goods on the date delivery was originally agreed, notwithstanding the delay in physical delivery attributable to the Customer. If the Goods had stored by the Seller for more than four (4) weeks, the Seller is entitled to sell the Goods to third parties and the Customer shall bear all direct and indirect losses, costs and expenses of such sale, including any loss of profit suffered by the Seller arising from such sale.
9.3
Any date given for delivery of the Goods are subject to change by the Seller with prior written notice to the Customer and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be the essence unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the estimated delivery date upon giving reasonable notice to the Customer.
9.4
In the event of non-delivery of the Goods, the Customer shall notify the Seller in Writing within seven (7) days from the date given by the Seller for delivery.
9.5
In the event of short delivery, the Seller’s liability shall be limited at the Seller’s option to make up the delivery or allowing credit in respect thereof.
10. Risk and Title Property
Title in and risk of damage to or loss of the Goods shall pass to the Customer upon delivery thereof in accordance with the agreed delivery term as stated on the Contract.
11. Warranties and Liability
11.1
The Seller warrants that at the time of delivery the Goods will be of merchantable quality and correspond to the description and specification as per product data sheet given by the Seller.
11.2
Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by status of common law are excluded to the extent permitted by law.
11.3
The Seller shall be under no liability in respect of any damage to or defect in the quality or condition of the Goods arising from the Customer’s willful damages, negligence, misuse or alteration of the Goods or failure to show any instructions issued by the Seller (whether oral or in writing) including those instructions on storage and handling issue from time to time by the Seller.
11.4
As conditions precedent to any claim by the Customer in respect of any damages, defect or loss in respect of the Goods delivered by the Seller, the Customer shall:
11.4.1 Where applicable to visible damages, defect or loss, Inspect the Goods immediately upon delivery or as soon as reasonably practicable thereafter and give details of the defect, damage or loss on any carrier’s delivery sheet;
11.4.2 notify the Seller’s customer services department or the Seller’s sales representative within 48 hours by telephone or email of the defect, damage or loss;
11.4.3 Where applicable to visible damages, defect or loss, confirm any such claim in writing to reach the Seller within 3 days of delivery of the Goods in question;
11.4.4 keep the Goods in accordance with the instructions of storage handling referred to in Clause 11.3 and afford the Seller an opportunity to inspect the Goods in question within a reasonable time following delivery. If delivery is not rejected, and the Customer fail or does not notify the Seller accordingly, the Customer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect, damage or loss and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract; and
11.4.5 not dispose of any such Goods without the express permission by the Seller.
11.5
When there is any valid claim in respect of the defected Goods in the quality or condition of the Goods subject to the conditions precedent in Clause 11.4, the Seller may, at its sole discretion, replace the Goods (or the item in question) without additional charges, or refund to the Customer the price of the Goods (or a proportionate part of the price), and thereafter, the Seller shall have no further liability to the Customer.
11.6
Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of anticipated profits, damage to the Customer’s reputation or goodwill, loss of expected future business, damages, costs or expenses payable by the Customer to any third party or to any other indirect or consequential loss (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer, except as expressly provided in the Conditions.
11.7
The Seller’s liability (if any) whether in contract, tort or otherwise in respect of any defect, whether visible or invisible, in the Goods, or for any breach of the Contract or of any duty owed to the Customer in connection herewith or failure to deliver the Goods, shall be further limited to the value of the defective Goods in question.
12. Indemnity
The Customer agrees to indemnify and hold harmless the Seller against any damages, losses, costs (including all legal costs), liabilities, claims or expenses of whatever nature, incurred by the Seller in respect of any claims brought against the Seller by any third party for:
12.1
any loss, injury or damage wholly partly caused by the failure on the part of the Customer to store or handle the Goods in accordance with the Seller’s instructions or requirements (whether oral or in writing);
12.2
any loss, injury or damage in any way connected with the performance of this Contract provided in this Clause except for the Seller’s own negligence; or
12.3
any information, statements or representations or Goods alteration made by the Customer without the Seller’s prior consent.
13. Confidential Information and Intellectual Property
All confidential information disclosed by the Seller shall be deemed to have been furnished to the Customer in confidence for the sole purpose of the Contract, including all information, business plan or data disclosed (whether in writing, orally or by any other means) by the Seller connected with the Goods but is not limited to any information and configuration or combination of information relating to the know-how, idea, concepts, inventions, developments, technology, discoveries, trade secrets, software, formulas, formulations, formulation techniques, compound, recipes, ingredients, ingredient ratios, product constitution, research, analysis, specifications, materials, product information and business affairs of the Parties hereto in connection with or pertaining to the Goods.
13.2
The Customer shall hold all confidential information in strict confidence and shall not disclose all confidential information to third party without the prior written consent of the Seller.
13.3
All copyright and intellectual property rights in all trademarks, trade names, service marks, logos, commercial symbols, insignias and designs contain in the Goods and labels of the Goods (“Trademarks”) supplied by the Seller shall vest solely in and remain exclusively with the Seller. Nothing in these Conditions grants the Customer any ownership right in the Trademarks; however, the Seller grants the Customer a non-exclusive, revocable, non-transferable license to use the Trademarks solely for the purpose of marketing and reselling the Goods in their original and unaltered form. The Customer shall not modify, obscure, or remove any Trademarks, nor use them in any manner that damages the Seller’s reputation or implies endorsement beyond the mere sale of the Goods. The Customer agrees not to challenge the Seller’s ownership or register any confusingly similar marks. The Seller reserves the right to revoke the license to use at any time upon written notice to the Customer, and the Customer shall not use the Trademarks in connection with any unlawful, defamatory, or misleading activities.
13.4
The Customer agrees to provide full assistance to the Seller and to do all such acts and things as the Seller’s legal advisors may advise as necessary or desirable in order to give the Seller the full benefit of the provisions of Clause 13.3 above.
14. Force Majeure
14.1
The Seller shall not be liable to the Customer for breach of the Contract by reason of any delay in performing, or any failure to perform any of the Seller’s obligations in relation to the Goods, if such delay or failure was due to any circumstances of Force Majeure provided that the Seller gives the Customer written notice of the occurrence of such Force Majeure within fourteen (14) days after such occurrence cause or circumstances whatsoever beyond the Seller’s reasonable control.
14.2
In the event the Contract is suspended due to an event of Force Majeure for more than three (3) months, the Seller may terminate this Agreement by way of written notice to the Customer.
14.3
For avoidance of doubt, Force Majeure shall means any circumstance which delays or causes the inability in the performance of the Seller’s obligations under this Contract which is beyond the Seller’s reasonable control, including but not limited to:
14.3.1 Act of God, explosion, flood, lightning, tempest, fire or any operation of the forces of nature;
14.3.2 War, hostiles (whether declared or not), terrorism, sabotage, insurrection, civil disturbance or requisition;
14.3.3 Acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority (including refusal or revocation of any license or consent);
14.3.4 riot and disorders, strike, lockout, labour unrest or other industrial disturbances or trade disputes
14.3.5 shipwrecks, freight embargoes;
14.3.6 lockouts, epidemic, pandemic;
14.3.7 Import or export regulations or embargoes;
14.3.8 Theft or malicious damage;
14.3.9 Difficulties in obtaining raw materials, labour, fuel, parts or machinery or defaults of suppliers or sub-contractors for any reason whatsoever; or
14.3.10 Power failure or breakdown in machinery
15. Assignment
The Customer shall not assign or transfer the Contract or any benefit there under without the written consent of the Seller.
16. Notice
Any notice or permission which are to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this Provision to the party giving the notice.
17. Waiver
Failure or neglect by the Seller to enforce at any time any of these Conditions shall not be construed as waiver of the Seller’s rights hereunder nor in any way affect the validity of the whole or any part of these Conditions nor prejudice the Seller’s right to take subsequent action.
18. Severability
If any provision of these Conditions is held by any competent authority to be unlawful, invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby and shall continue to be valid and enforceable to the full extent permitted by law.
19. Choice of law
These conditions and any contract made incorporating these Conditions shall be governed and construed in accordance with Singapore Law and the Seller and Customer agree to submit to the exclusive jurisdiction of the Singapore Courts in the event of any disputes.