AZEN MANUFACTURING PTE LTD
TERMS AND CONDITIONS OF SALES FOR AIR MOVING EQUIPMENT
Rev. 2013-05
1. AGREEMENT AND ACCEPTANCE The terms and conditions of sales set forth herein, the Purchaser Order, and the Order Acknowledgement shall constitute the entire agreement (“Agreement”) between Azen Manufacturing Pte Ltd (known as Seller) and Buyer and supersedes all other agreements and understandings, whether written or oral, between the Parties with respect to the subject matter hereof. Seller’s acceptance of any offer by Buyer is expressly made conditional upon Buyer’s assent to the terms and conditions hereof, and none of Buyer’s additional or different terms shall apply. In the event of any discrepancy between the provisions set forth in these documents mentioned above, the provisions set forth in these terms and conditions shall prevail.
2. PRICE Prices may increase as a result of delays due to changes requested by Buyer or Buyer’s failure to furnish information requested. Seller reserves the right to charge at any time a monthly service charge of one percent (1%) or the highest rate allowed by law, whichever is lower, on accounts outstanding more than thirty (30) days from the date of Seller’s invoice. Prices quoted are valid for 30 days from the date of quotation, unless otherwise stated and subject to GST.
3. PAYMENT TERMS If Seller has extended credit to Buyer (as evidenced by notation to that effect on the face of this Agreement); payment shall be due net thirty (30) calendar days after date of Seller’s invoice. The amount of credit may be changed and / or credit withdrawn by Seller, at any time. On any order on which credit is not extended by Seller, shipment or delivery shall only be made, at Seller’s election after payment in cash with order (in whole or in part), COD, or as arranged in the order and Order Acknowledgement. If shipment or delivery is delayed by Buyer, payment shall be due when Seller is ready to make the shipment or delivery. If Buyer fails to fulfill the terms of payment or if Seller shall have any doubt at any time as to Buyer’s financial condition, Seller may decline to make further deliveries except upon prompt receipt of cash or satisfactory security, as decided by Seller. This requirement will not release Buyer from any previous obligation. Seller’s rights under this Section shall be in addition to all other rights and remedies available to Seller upon Buyer’s default.
4. FORCE MAJEURE Seller shall not be liable for any delays in the delivery of orders or any other failure to perform, due in whole or in part, directly or indirectly, to fire, storm, flood, earthquake, war, act of God, strike, shortage of raw materials, delays of carriers, embargo, government order or directive, or any other circumstance beyond Seller’s reasonable control. Buyer agrees that Seller shall not be liable for any direct, indirect, consequential, or special damages which may result from any such delays.
5. INSPECTION AND ACCEPTANCE Buyer must inspect delivered products and report claims for damages or shortages in writing within seven (7) days of delivery or the products shall be deemed irrevocably accepted and such claims shall be deemed waived.
6. DELIVERY TERMS RISK OF LOSS Unless otherwise stated, all deliveries shall be ex-Seller’s factory. Unless otherwise agreed by both Parties, Seller shall be entitled to retain the title to the products until Buyer has fully fulfilled its obligation of any and all payments under the Agreement. Transfer of risk will take place at delivery and all delivery expenses, including transportation, freight, insurance and any other shipping costs, and risk of loss during delivery and transportation, shall be for the account of Buyer.
7. LIMITED WARRANTY AND REMEDIES Seller warrants to the original purchaser that the products sold hereunder shall be free from defects in workmanship and material upon delivery under normal use and service (except in those cases where the materials are supplied by Buyer) for a period of six months from the date of original installation or twelve (12) months from the date of delivery, whichever occurs first. The liability of Seller under this warranty is limited to replacing, repairing, or issuing credit (at cost, ex-Seller’s factory and at Seller’s discretion) for any part or parts which are returned by Buyer during such period provided that (a) Seller is notified in writing within seven (7) days following discovery of such defects by Buyer, or within seven (7) days after such defects should reasonably have been discovered, whichever is less, (b) the defective unit is returned to Seller, transportation charges prepaid by Buyer, (c) payment in full has been received by Seller for said products, and (d) Seller’s examination of such unit shall disclose to its satisfaction that such defects have not been caused by misuse, neglect, improper installation, repair, unauthorized modification, Buyer’s design, alteration, act of God, or accident. No Warranty made hereunder shall extend to any Seller’s products whose serial number is altered, effaced or removed. Seller makes no warranty, express or implied with respect to the specific application which Seller’s products are used or the design or operation of an entire system, in which Seller’s products sold hereunder are mere components, nor does Seller make any warranty, express or implied, with respect to motors, switches, controls, or other components of Seller’s products, where such components are warranted separately by their respective manufacturers. Repair or replacement of the products sold hereunder, as provided in this warranty, is the Seller’s exclusive remedy. This exclusive remedy will not be deemed to have failed its essential purpose so long as Seller is willing and able to repair or replace any defective product, in the prescribed manner. THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHETHER STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. BUYER’S FAILURE TO PAY THE FULL AMOUNT DUE WITHIN SIXTY (60) DAYS OF DATE OF INVOICE SHALL OPERATE TO RELEASE SELLER FROM ANY AND ALL LIABILITY OR OBLIGATION ARISING PURSUANT TO ANY WARRANTY, EXPRESS OR IMPLIED, WHETHER STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, MADE IN CONNECTION WITH ANY CONTRACT FORMED HEREUNDER. BUYER AGREES THAT SUCH FAILURE TO PAY SHALL CONSTITUTE A VOLUNTARY WAIVER OF ANY AND ALL SUCH WARRANTIES ARISING PURSUANT TO SUCH CONTRACT. Seller makes no other warranties of any kind and any repair or attempt to repair products by anyone other than authorized representative of Seller automatically voids any warranty on those products. Any oral or written statement concerning the products inconsistent with the warranty contained herein shall be of no force or effect.
8. LIMITATIONS ON LIABILITY Under no circumstances shall Seller be liable for any indirect, consequential, collateral, special or incidental damages (including without limitation, increased manufacturing costs, loss of profits, or goodwill) whether such claim is based on contract, negligence, strict tort, warranty or any other basis. Seller’s liability shall, in no event, exceed the purchase price of the particular products with respect to which a claim is made.
9. INSURANCE The Buyer must have insurance policies in place which adequately protects their interest, and that of their employees and agents, including damage to plant, property and equipment, personal injury of any kind, directly or indirectly related in any way to Product or Services supplied by Azen Manufacturing Pte Ltd. Accordingly, Purchaser waives any claim against Azen Manufacturing Pte Ltd for the foregoing, and on behalf of its insurance company, any right of subrogation in connection therewith.
10. CHANGES After acceptance by Seller, Buyer’s order shall not be subject to cancellation, change or reduction in amount nor to any suspension by Buyer of deliveries without Seller’s prior written consent.
11. NONWAIVER OF DEFAULT Each shipment made under any order shall be treated as a separate transaction, but in the event of any default by Buyer, Seller may decline to make further shipments without in any way affecting its right under such order. If, despite any default by Buyer, Seller elects to continue to make shipments, its actions shall not constitute a waiver of any default by Buyer or in any way affect Seller’s legal remedy for such default, Seller’s failure to deliver, or nonconformity of, any installment of this Agreement shall not be a breach of the entire Agreement.
12. MISCELLANEOUS All clerical errors are subject to correction. Seller may subcontract the furnishing of any products sold hereunder or any portion thereof.