SUNYI PRECISION ENGINEERING PTE LTD (SPE)
TERMS AND CONIDITIONS OF SALE

Product Selection and Suitability

Products offered by SPE can be obtained from multiple supply sources, located throughout the Singapore and internationally. Many states and localities have codes and regulations governing sales, construction, installation, and/or use of products for certain purposes, which may vary from those in neighboring areas. While SPE attempts to assure that its products comply with such codes, it cannot guarantee compliance, and cannot be responsible for how the product is installed or used. SPE makes every reasonable attempt to ensure the quality of these supply sources and the products they offer. As these products are dynamic and versatile, SPE shall not be responsible for how products are used or installed and the product’s conformance to local or regional codes or regulations. Review the product materials and application, and relevant code, regulations or ordinances, to be certain that the product, its installation, and use will satisfy these requirements. In no event will SPE be responsible for any loss or damage arising out of Purchaser’s improper selection, misapplication or misuse of a product.

Limited Warranty

SPE warrants, for a period of one (1) year after delivery that all Products delivered to Purchaser hereunder shall be free from any defects in material or workmanship and in conformity with any applicable specifications. Such warranty only extends to Purchaser. Purchaser shall inspect Products within a reasonable time after receipt, and shall promptly notify SPE of any claimed defect or nonconformity. Any Products determined to be defective in material or workmanship must be returned, with an invoice and/or control number to a SPE branch or authorized location, shipping costs to be prepaid by Purchaser, within the one-year warranty period. Correction shall be made or replacement products shall be delivered by SPE, unless prevented by conditions not subject to SPE’s control. This warranty shall not be applicable in the event of the misapplication or misuse of the Product by Purchaser. THE FOREGOING WARRANTIES ARE IN PLACE OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED AND SPE COMPANY EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Disclaimer

NO WARRANTY, EXPRESS OR IMPLIED, IS MADE BY SPE, OTHER THAN WHAT IS PROVIDED IN THE ABOVE WARRANTY SECTION. SPE DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT CLAIMS THAT ARE DUE TO THE MISUSE, IMPROPER SELECTION OR MISAPPLICATION OF THE PRODUCT.

Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INJURIES TO PERSONS OR TO PROPERTY OR LOSS OF PROFITS OR LOSS OF FUTURE BUSINESS OR REPUTATION, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SPE’S DIRECT DAMAGES EXCEED THE PURCHASE PRICE OF THE PRODUCT.

Cancellation and Returns

SPE must approve cancellation of any order prior to shipment. Orders for Special or Non-standard Products (not in the catalogue) may not be cancelled or returned. Any returns for shipping errors, damage or loss upon delivery must be reported within 10 days of the delivery date. Except as otherwise agreed, Products will not be accepted for return after 30 days from the date of delivery to the Purchaser. Any cancellation or returns accepted after 30 days may be subject to a restocking fee and other charges, for which the Purchaser shall be responsible. All returns should be made to a SPE branch or as otherwise designated by SPE, and must be in resalable condition and accompanied with an Invoice.

Security Interest

Purchaser grants to SPE a priority lien, purchase money security interest in the products and any accounts receivable or cash from the resale of the products until full payment is received, with respect to any sales on open account. Purchaser shall complete and cooperate with the submission of any documents necessary to validate or enforce SPE’s rights hereunder.

Published Product Information

SPE reasonably attempts to maintain up-to-date and accurate pricing, availability and usage information about the products contained in its catalogs. However, this information is dependent upon information distributed by and obtained from a manufacturer or supplier and is subject to change at any time. SPE reserves the right to revise catalog information at any time, without notice, and SPE will not be responsible for any pricing errors contained therein. SPE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ITS CATALOGS.

Force Majeure

SPE will not be liable or held responsible for any delays or losses resulting, directly or indirectly from Acts of God, severe weather conditions, labor disputes, governmental actions, inability to obtain permits, licenses, raw materials or shipments of product, war, riots, shortages and any other circumstances or causes beyond our reasonable control. Governing Law
These Terms and Conditions shall be construed, interpreted and performed according to the laws, excluding conflict of law rules, of the Republic of Singapore. Any legal action must be filed and commenced within one year after it arises. The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party.

Miscellaneous

The relationship between SPE and Purchaser shall be that of an independent contractor. If any of the provisions contained herein are deemed illegal or unenforceable, such determinations shall not effect the validity of the remaining terms and conditions and the remaining terms will continue in force and effect to the fullest extent permitted under applicable law. Purchaser shall not assign any order or interest therein to another party, without the written consent of SPE.

Dispute Resolution

The parties shall exercise their best efforts to resolve by negotiation any and all disputes, controversies or differences arising out of or relating to this Agreement. All disputes, controversies or differences between the parties that are not settled by negotiation shall be decided in accordance with the Commercial Rules of the Republic of Singapore and judgment will be entered on the award. The arbitrator will be bound by the express terms of this Agreement. The site of arbitration will be a mutually agreeable location in the Republic of Singapore and the arbitrator(s) will be bound by the applicable laws of the Republic of Singapore.

Complete Agreement

These terms and conditions, including the Terms of Access, Terms of Registration, order forms, quotations, invoices and catalog sales terms and conditions contained in SPE’s Website are incorporated by reference herein and constitute the exclusive and complete Agreement between SPE and Purchaser.

Orders Terms

All orders must be received with a cash payment or money order. For approved Purchasers with established and acceptable credit, the terms of purchase are Net 30 days from date of shipment. All payments must be in Singapore Dollars (SGD). Any credit applied to the account of Purchaser must be used within one (1) year and any credits remaining after this time period will be subject to cancellation if not used or requested. If an open account Purchaser fails to make full payment within thirty 30 days from date of shipment, SPE may defer any further shipments or other orders, or cancel any portion of an unshipped order. SPE reserves the right to charge interest at the rate of 18% per annum (1.5% monthly) or at the highest rate available under applicable law, to any account balance exceeding the terms set forth herein. It is understood and agreed that Purchaser will pay, to the extent permitted under law, all reasonable costs and expenses, including attorney’s fees and costs incurred by SPE in connection with any collection action for payment of the amounts due herein.

Sales Tax

Applicable local tax will be charged on orders, unless Purchaser provides SPE with an exemption certificate. Note your tax exempt status when ordering.

Freight

Unless otherwise stated with the order, Purchaser will pre-pay for any freight costs associated with the delivery of product to its destination. Any extra or additional charges or services rendered in transit or at the destination will be the responsibility of Purchaser. Title and risk of loss will pass to Purchaser upon delivery to the common carrier.

International Orders (Outside Singapore)

In addition to the forgoing Order terms, Purchaser represents that it is purchasing the products to be exported from the Singapore and importing them to the country specified in the purchase order. Purchaser agrees that the products will be shipped to that destination in compliance with the laws of such country. No re-export or diversion will occur. Purchaser will be responsible for obtaining and paying for all licenses, permits or similar governmental authorizations necessary for the exportation and importation of the product. All costs associated with exportation and importation of the product, including the selection and use of freight forwarders, will be the sole responsibility of Purchaser. At the time of Order, Purchaser agrees to inform SPE of any FTA or other certificates of origin or other special documentation, packaging or product marking or labeling, but SPE shall not be responsible for providing any such documentation, packaging, marking or labeling, unless expressly agreed by SPE.