Policy
Terms and conditions
1. Orders and Quotations
1.1
Any Quotation is given by SPS on the basis that no agreement shall come into existence until the Customer has endorsed and returned it without amendment. Any Quotation is valid for a period of one calendar month only from the date of issue or as otherwise noted in the
Quotation provided that it was not previously withdrawn.
1.2
The Customer shall promptly supply to SPS the Customer Materials and any other materials required for SPS to execute the customer’s order for the supply of Goods and/or Services and the Customer hereby acknowledges that its failure in providing the Customer Materials may preclude or delay the supply of the Goods and/or Services.
1.3
SPS reserves the right at its sole and absolute discretion to refuse orders from Customers for the supply of Goods and/or Services, including without limitation to countries or individuals where the supply of Goods and/or Services would contravene any relevant export controls, economic sanctions, or other trade embargoes or restrictions imposed by its suppliers, the EU, the UN or resident country.
2. Delivery and Damage
2.1 SPS shall endeavour to supply the Goods and/or Services within the time agreed, and if no time is agreed, within a reasonable time.
2.2 Any dates specified by SPS for supply of the Goods and/or Services are intended to be an estimate, and time for delivery shall not be made of the essence by notice. In no circumstances shall SPS be liable for loss or damage of any kind by any delay in the supply of the Goods and/or Services.
SPS may make delivery of the Goods and/or Services by instalments and the Customer shall accept such instalments. In the event of any shortage of Goods, SPS may allocate available Goods among its customers in the manner it deems reasonable.
2.3
Any liability of SPS for non-delivery of Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note against any invoice for such Goods.
2.4
Any Goods which are damaged, defective or incorrect when delivered to the Customer must be reported to SPS immediately. SPS may at its sole and absolute discretion elect to replace or refund the Customer in respect of such Goods & any claim for refund /replacement
Must be made within 30 (thirty) days of delivery. After said 30 (thirty) days, any delivered Goods are deemed accepted and conforming to the Agreement. Any replacement Goods will be dispatched within a reasonable time. All Goods must be stored in accordance with
Instructions and no claim for any refund and/or replacement will be payable by SPS unless these instructions have been followed by the Customer at all times.
3. Warranty and Indemnity
3.1
SPS warrants that all items in the Goods and/or Services are correctly identified and in good order, and have not to the best of its knowledge been tampered with, altered, added to or substituted in any way whatsoever prior to delivery to the Customer.
Any statements (whether written or oral) as to the Goods supplied or Services carried out and all/any opinions in any reports or other communications provided by SPS to the Customer are made in good faith and on the basis of the Customer Materials.
3.2
EXCEPT AS OTHERWISE EXPRESSLY STATED IN THESE STANDARD TERMS AND CONDITIONS, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, RIGHTS, OBLIGATIONS, LIABILITIES AND OTHER TERMS WHETHER EXPRESS OR IMPLIED BY STATUTE OR COMMON LAW IN CONNECTION WITH THE GOODS AND/OR SERVICES (INCLUDING WITHOUT LIMITATION ANY RELATING TO PERFORMANCE, CARE AND SKILL OR COMPLIANCE WITH REPRESENTATIONS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE, TO THE FULLEST EXTENT PERMITTED BY LAW,
EXCLUDED FROM THE AGREEMENT AND DISCLAIMED.
3.3
Save to the extent SPS is liable for negligence in its provision of the Goods and/or Services (subject to the other terms of this clause 3),
SPS shall have no Liability for the use made by the Customer of the Goods and/or Services, for advice supplied by SPS to the customer,
and/or for any decisions taken by the Customer or costs incurred by the Customer in consequence of such use.
3.4
Nothing in these standard terms and conditions excludes or limits the liability of SPS to the extent prohibited by law.
3.5
Subject to clause 3.4:
a) SPS’s total aggregate Liability (including for negligence) in all circumstances shall be limited to the value of the affected Goods and/or Services and the Customer shall have a duty to mitigate any loss suffered by it; and
b) SPS shall have no Liability in any circumstances for loss of profit, loss of business or revenue, loss of anticipated savings, depletion of goodwill, any third party claims, or any indirect or consequential loss or damage, which arise out of or in connection with any Agreement, even if advised of the possibility of such losses or damages.
3.6
The Customer’s sole remedy in respect of any Liability of SPS or its Personnel shall be in damages as set forth and limited in these standard terms and conditions.
3.7
Save insofar as SPS can be shown to have been negligent in providing the Goods and/or Services, the Customer shall: (a) fully indemnify SPS and SPS’s Personnel against any loss, damage or injury (including injury resulting in death) to property or person sustained by (i) SPS and/or its Personnel, (ii) the Customer and/or its Personnel, and (iii) any third party, where such loss, damage or injury is caused by the negligent act or omission or wilful misconduct of the Customer or the Customer’s Personnel; and (b) fully indemnify SPS against all damages, costs, expenses of any kind whatsoever (including reasonable attorneys’ fee and other professional fees) and losses suffered or incurred by SPS as a result of, or in connection with any third party claim brought against SPS resulting from death, injury, or any other damage or loss whatsoever occasioned by the use made of the Goods and/or Services including without limitation any report or other information or advice of SPS.
4. Health and Safety
4.1
The Customer shall ensure that all appropriate safety measures and legislation are observed when sending any Customer Materials to SPS and shall ensure that any hazardous material is clearly marked. Where the Customer knows or suspects that any substance or procedure it is providing, making available or requesting may give rise to a hazard, the Customer shall make SPS aware in writing of the nature of that hazard before arranging for the delivery to SPS (or collection by SPS) of the Customer Materials or before any SPS Personnel will be exposed to the hazard.
4.2
The Customer shall ensure that the Customer’s Personnel attending SPS’s premises in connection with the Goods and/or Services comply at all times with all health and safety measures, procedures and protocols in place on SPS’s premises and with such other
Directions regarding safe working as SPS may direct. SPS reserves the right at its absolute discretion to refuse to admit to or remove from its premises any of the Customer’s Personnel who in SPS’s opinion are unable to comply with this clause 4.2
5. Risk and Title
5.1
Risk in the Goods shall pass to the Customer on shipment of the Goods by SPS.
However, title shall remain with SPS and shall not pass to the Customer until payment in full (in cash or cleared funds) has been received by SPS.
5.2
Until such time as title in the Goods has passed to the Customer:
a) SPS shall have absolute authority to re-take, sell or otherwise deal with any of the Goods which have not yet been used by the
Customer; and
b) SPS shall be reasonably entitled to require the Customer to either:
(i) Return the Goods to SPS at the Customer’s own cost; or
(ii) Reimburse SPS for the cost of providing the Goods.
5.3
Responsibility and liability in respect of the safe storage and handling, use and subsequent disposal of Goods transfers to the Customer on shipment by SPS, and the Customer shall ensure that all Goods are handled appropriately at all times by suitably qualified Personnel.
6. Price
6.1
SPS reserves the right to amend the Price to take account of any variations in the Goods and/or Services as a result of additional information from or a request in writing by the Customer. SPS shall obtain the Customer’s prior written approval before performance of any additional work or variations in the Goods and/or Services. Unless expressly stated otherwise, all Prices are exclusive of applicable sales, use, excise or other taxes.
7. Payment
7.1
The Price shall become payable upon the earlier of performance of the Services and/or delivery of any Goods comprised in the Goods and/or Services or as otherwise set out in the Quotation. Payment shall be made by the Customer in the currency designated in the
quotation in SGD or US dollars within thirty days of the date of SPS’s invoice. There is no discount for early payment.
SPS shall be entitled to payment for all instalments of Goods and/or Services supplied to the Customer, whether under a blanket order or otherwise.
7.2
Payment is made when monies are credited to SPS’s account. Negotiable instruments or promises to pay do not constitute payment.
7.3
The Customer shall make all payments due under the Agreement without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
7.4
The Customer shall pay to SPS, in addition to other amounts payable hereunder, any costs reasonably incurred by SPS (including without limitation, legal costs and fees of debt collection agencies) in recovering any amounts due to SPS from the Customer pursuant to the Agreement.
7.5
SPS may appropriate sums received from the Customer against any debt due to SPS from the Customer (under this or any other Agreement), irrespective of any purported appropriation by the Customer.
7.6
If the Customer fails to pay SPS any sum due pursuant to the Agreement then, without limiting any other right or remedy available to SPS:
- a) SPS may cancel the Agreement and all other agreements with the Customer or suspend any further deliveries to the Customer;
- b) SPS may immediately demand payment of any other invoices not yet due, with liability to pay interest on sums due applying from the date of the demand
- c) SPS may take whatever steps are deemed necessary, without limitation, to secure payment; and the Customer will be liable to pay interest to SPS on such sum from the due date for payment at the rate of 1.5% per month or the maximum rate permitted by law,
whichever is less, accruing on a daily basis until payment is credited to SPS’s account, whether before or after any judgement.