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Terms and Conditions

 

1.        This Agreement constitutes the entire agreement and understanding of the parties, namely DORMA Far East Pte Ltd herein known as the “SELLER” and the endorsed Purchaser, herein known as the “BUYER” and (except in the case of fraud) supersedes any previous agreement or understanding between parties relating to the subject matters covered herein. No other agreement in any way modifying any of the said terms and conditions will be binding upon the SELLER unless made in writing and signed by the SELLER’S authorized representative. For the avoidance of doubt, any terms of purchase which may be contained in any of the Purchaser’s purchase order are expressly excluded and only the terms of this Agreement shall expressly apply.

 

2.        Title risk.     Title in all goods delivered by the SELLER shall remain the property of the SELLER until full payment has been received by the SELLER but shall nevertheless be at the risk of the BUYER upon delivery to a carrier or onto the BUYER’S transport and the BUYER shall indemnify the SELLER in respect of any loss or any damage sustained thereafter.

 

3.        Delivery.     (a) The SELLER shall endeavour to deliver the goods included in each order on the promised date; however, no liability shall result from delay, prevention, or non-performance arising out of causes beyond the control of the SELLER or the control of the SELLER’S suppliers or subcontractors, including any “acts of God” of “Force Majeure” events. The BUYER shall be bound to accept and pay for any goods delivered late and the SELLER may, in any circumstances, deliver in one or more lots and at different times and by different shipments. (b) Delivery of all goods shall be made at the BUYER’S expense and will be delivered to the BUYER on a free on board basis unless otherwise agreed. (c) Delivery shall be deemed to have taken place on the date and time the goods arrive at the place designated by the BUYER according to the order. If for any reason the BUYER is unable to accept delivery of the goods at the time when the goods are due and ready for delivery, the SELLER shall, if its storage facilities permit, store the goods and take all reasonable steps to prevent their deterioration until their actual delivery and the BUYER shall be liable to the SELLER for reasonable cost (including insurance) of its so doing. This provision shall be in addition to, and not in substitution of any other payment or damages for which the BUYER may become liable in respect of this failure to take delivery at the appropriate time. 


 4.        Price.     The price of the goods shall be the price as quoted by the SELLER at the request of the BUYER.

 

5.        Quotation.     All prices quoted will remain valid for a period of thirty days from the date of the quotation and any order placed with the SELLER based on a quotation must be received by the SELLER within the thirty day period. Should an order be received outside the thirty day period, the SELLER has the right to vary the price quoted.

 

6.        Acceptance.     Any order placed by BUYER is subject to acceptance by SELLER and no agreement shall be formed until the SELLER indicates such acceptance.

 

7.        Price list.     The publication of a price list does not in any way restrict the SELLER’S right to decline any orders at any time. All prices shown on the price lists or quotations are in Singapore Dollars. Prices quoted do not include any charges for delivery, insurance, packing, or charges of whatsoever nature that may be imposed by any government or instrumentality thereof which shall be extra and additional to the price quoted.

 

8.        Price variation.     If there shall be any increase in the cost of materials or labour used in the manufacture, preparation, construction or delivery of the goods between the date of the order and the date that the goods are delivered, the price quoted in the order shall be increased accordingly. The SELLER reserves the right to increase the price quoted without notice and/or if notification is given, the BUYER has the right to pay the increased price or opt out of the Agreement by giving written notice to the SELLER within seven days after notification and to pay for any materials ordered and goods manufactured to the date of the SELLER’S receipt of the BUYER’S notice to opt out of the Agreement.

 

9.        Terms of payment.     Payment is to be made in full within 30 days of from the date of delivery, unless otherwise set out on the sales invoice. If the BUYER fails to pay any sum by the due date BUYER may at its option and without prejudice to any other remedy in law or equity or under this Agreement, at any time after payment has become due, terminate or suspend performance of this Agreement.

 

10.     Governing law and jurisdiction.     This Agreement shall be construed and interpreted according to the laws of the Republic of Singapore, and parties agree to submit to the non-exclusive jurisdiction of the Singapore courts.

 

11.     Defects.     The BUYER shall be deemed to have inspected and accepted the goods at the time of delivery and that the goods have been received in proper and good condition unless the SELLER receives within seven days of the receipt of the goods by the BUYER a written notification of any defect in the goods, and stating in detail such defects claimed.

 

12.     Limitations of claims.     The sole and exclusive remedy for any breach by the SELLER shall be the repair or replacement of any undelivered or defective goods at no charge to the BUYER except for labour costs for repairs or removal of the defective item and installation of a new replacement unit and transportation charges for delivery of the replacement and return of the defective item.

 

13.     Limitation of Liability.     There shall be no liability whatsoever for any consequential or incidental damages howsoever arising.

 

14.     Cancellations.     Should the order be cancelled and/or suspended at any time before the delivery of the full quantity (such cancellation and/or suspension allowable only at the sole discretion of the SELLER), the BUYER agrees to accept delivery of the finished goods received by the SELLER in transit and in addition agrees to pay upon presentation of the SELLER’S invoice the cost of any partly manufactured goods produced against the BUYER’S order and the unrecovered amount for the cost of tools involved.

 

15.     Returned Goods.     No returns or credit will be allowed without the SELLER’S prior written permission, at the SELLER’S sole discretion. Only unused goods, non-obsolete in current demand will be considered by the SELLER, at the SELLER’S sole discretion, for return or for credit. Credit will be based upon prices of goods in effect at time of return or time of invoicing. However, the SELLER reserves the right to impose a minimum value on return goods which is subject to handling, re-inspection and any additional expense incurred in restoring the goods to saleable condition, as determined by the SELLER’S inspection and including all shipping charges incurred in the return.

 

16.     Access.     Where the SELLER is required to perform work on or deliver goods to the BUYER’S premises or premises specified by the BUYER, the SELLER shall be given uninterrupted access and reasonable facilities during normal working hours for performance of the Agreement, and the BUYER shall accept delivery of, unload, provide suitable protection for and keep secure all goods delivered from time to time.

 

17.     Assignment.     The SELLER reserves the right to assign or transfer any part of this Agreement to any other person, firm, company or corporation and the SELLER further reserves the right to sub-contract the manufacture and/or supply for any parts of the goods quoted for any material or services to be supplied.

 

18.     Tools and Equipments.     All tools, equipment, dies and other machinery used in the manufacture of the BUYER’S order shall be, and shall remain the property of the SELLER unless otherwise agreed to in writing and signed by the SELLER’S authorized representatives.

 

19.     Waiver.     Except where the goods are sold to a person dealing as a consumer within the meaning of the Unfair Contract Terms Act (Cap 396) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Without prejudice to the generality of the foregoing: no condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the goods supplied or that they will be fit or will be suitable for any particular purpose or use under any specific conditions, notwithstanding that such purpose or conditions may be known or made known to the SELLER; any description given of the goods is given by way of identification only and the use of such description shall not constitute a sale by description; notwithstanding that a sample of the goods has been exhibited and inspected as to constitute a sale by sample; the SELLER binds itself only to deliver goods in accordance with the general description under which they were sold, whether or not any special or particular description shall have been given or shall be implied by law. Any such special or particular description shall be taken only as the expression of the SELLER’S opinion in that behalf. The SELLER does not give any warranty as to the quality, state, condition or fitness of the goods. AND except in respect of death or personal injury caused by the SELLER’S negligence, the SELLER shall not be liable to the BUYER 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 Agreement, for any consequential or indirect loss or damage (whether for loss of profir or otherwise, costs, expenses or other claims for consequencial compensation whatsoever, (and whether caused by the negligence of the SELLER, its employees or agents or otherwise), which arises out of or in connection with the supply of the goods or their use or resale by the BUYER, except as expressly provided in this Agreement.

 

20.     Termination.     Without prejudice to any other rights in law or equity, the SELLER shall be entitled to terminate this Agreement in the event of (a) a breach by the BUYER of the terms of this Agreement (including non-payment on the due date) (b) in the event of the filing of any winding up application or judicial management application, the appointment of a receiver over any of the assets or undertaking of the BUYER, the BUYER enters into any scheme or composition for the benefit of its creditors, or the BUYER is otherwise the subject of any insolvency application or proceedings or (c) the continuation of a Force Majeure Event for a period of more than three months.

 

Version: June 2009