Terms & Conditions for the Sale and Supply of Goods and Services (“Conditions”)

1. Interpretation

For the purposes of these Terms and Conditions of Sale and Supply (“Conditions”):

i. Buyer refers to the person, firm or company which places an order for purchase of Products and/or Service as identified in any such order or Quotation as the case may be.

ii. Conditions refers to these terms and conditions of sale and supply as from time to time varied by Supplier.

iii. Contract refers to the agreement between Supplier and Buyer arising as a result of Buyer’s submission of an order for Supplier’s Products and Supplier’s written acceptance and/or, in the case of Services, an agreement between such parties for the provision of Services by Supplier, as initiated by a Quotation. Such Contract shall be deemed to incorporate and be governed by these Conditions.

iv. Products refers to goods as agreed to be supplied by Supplier to Buyer under any Contract including, Software if any.

v. Quotation refers to a document provided by Supplier describing Products and/or Services offered to Buyer, subject to these Conditions.

vi. Services means any services which Supplier has agreed to provide using reasonable care and skill under any Quotation or Contract, as applicable.

vii. Supplier refers to Prestige Technology (S) Pte Ltd or any of its Affiliates as named in any Quotation. In this context, an “Affiliate” means any other entity directly or indirectly controlled by Prestige Technology.

2. Basis of Sale

THESE CONDITIONS SHALL TAKE PRECEDENCE OVER ANY TERMS AND CONDITIONS WHICH APPEAR IN BUYER’S ORDER OR IN ANY DOCUMENTS INCORPORATED BY REFERENCE IN BUYER’S ORDER.

No term or condition of Buyer’s order additional to or different from these Conditions shall become part of any Contract unless explicitly agreed to in writing by Supplier. Retention by Buyer of any Products delivered by Supplier, receipt by Buyer of any Services performed by Supplier or payment by Buyer of any invoice rendered hereunder, shall be conclusively deemed acceptance of these Conditions. Supplier’s failure to object to any provision contained in any communication from Buyer shall not be construed as a waiver of these Conditions nor as an acceptance of any such provision.

3. Quotations

Prices, specifications and delivery date referenced in Supplier’s Quotations are for information only and shall not be binding on  Supplier until all technical requirements have been agreed and Supplier has accepted Buyer’s order. Quotations terminate if Buyer does not place an order with Supplier within any express period indicated by Supplier or after 60 days, whichever comes first.

4. Orders

By submitting an order to Supplier, Buyer agrees to be subject to these Conditions in their entirety. No order, whether or not submitted in response to a quotation by Supplier, shall be binding upon Supplier until accepted in writing by Supplier.

5. Prices and Taxes

The prices for Products and Services will be as set out in the Quotation or as otherwise agreed between the parties in writing. As and when applicable to the Products sold and/or Services supplied under any Contract, prices do not include taxes, transport charges, insurance and export and/or import charges or duties, including without limitation sales, value added tax, use or excise taxes, which taxes and other charges may, in Supplier’s discretion, be added by Supplier to the price or billed separately and which taxes and other charges shall be paid by Buyer unless Buyer provides Supplier with any necessary tax exemption certificate. Buyer shall pay for taxes, transport charges, insurance, export/import charges and duties unless agreed otherwise in writing.

6. Shipment and Delivery

6.1 Unless otherwise agreed by both parties in writing, Supplier shall arrange for delivery of Products Ex Works (EXW Incoterms 2020) to Supplier’s warehouse facility (or an (international) airport close to Supplier’s manufacturing facility) as agreed between the parties. Any dates quoted or agreed for delivery of Products or provision of Services are approximate only and Supplier shall not be liable for any delay howsoever caused and time is not of the essence.

6.2 Supplier reserves the right to make delivery of Products and provision of Services by instalments and to issue a separate invoice in respect of each instalment. When delivery is to be by instalments or Supplier exercises its right to deliver by instalments or if there is delay in the delivery of any one or more instalments for whatever reason Buyer shall not be entitled to treat the Contract as a whole as repudiated.

7. Packaging

All products shipped from supplier shall be packaged in accordance with supplier internal packaging and shipping standards. All special packaging requirements must be forwarded to supplier at purchase order placement. Additional charges may be applicable.

8. Risk and Passing of Title

Title to, and risk of loss and damage to the Products shall pass to Buyer on delivery in accordance with Section 6 unless agreed otherwise by the parties in writing. Any claims for loss, damage or misdelivery shall be filed with the carrier and notified to Supplier within 5 days of the date of delivery. If installation is a requirement of the Contract and such installation is delayed by more than 28 days from the agreed delivery date for reasons not attributable to Supplier, then, to the extent allowed by applicable law, the Products shall be deemed accepted and Supplier shall be entitled to invoice the remaining balance of the Contract in full. Invoicing the remaining balance does not relieve Supplier from its installation obligations in accordance with the applicable term in the Contract.

9. Services

9.1 Supplier shall provide Services in accordance with these Conditions and the terms of the relevant Contract.

9.2 Buyer shall, upon Supplier’s reasonable request and otherwise as required, provide Supplier with all necessary information and materials to enable Supplier to provide Services in accordance with the terms of any relevant contract. Buyer will be responsible for the completeness and accuracy of all such information and materials provided, and will ensure that it is and remains entitled to provide the same to Supplier for use in connection with provision of the Services.

10. Terms of Payment

10.1 Terms of payment are within supplier’s sole discretion.

10.2 Each shipment of Products shall be a separate transaction and  Buyer will be invoiced on delivery and payment is due as per agreed terms from the date of invoice.

10.3 All amounts due under a Contract shall be paid in full by Buyer without deduction, withholding, set-off or counterclaim for any reason whatsoever, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, save as may be required by law.

10.4 Supplier may, in its sole discretion, determine at any time that Buyer’s financial condition requires full or partial payment in advance or the provision of security for payment by Buyer in a form satisfactory to Supplier.

10.5 If Buyer fails to make any payment when due then, without prejudice to any other rights and remedies available to Supplier, Supplier shall (at its option) be entitled: (i) to treat the Contract as repudiated by Buyer, to suspend or cancel further delivery of Products and/or the provision of Services or any part thereof under that Contract or any other Contract between them and claim damages and/or receive reasonable cancellation fees; (ii) to affirm the Contract and claim damages from Buyer; and (iii) to recover, in addition to the payment, interest on the unpaid amount (both before and after judgement) at the highest rate allowed by law, until payment in full is made. Such interest shall be calculated daily.

11. Products

11.1 Supplier may modify specifications provided the modifications do not adversely affect the performance of the Products. In addition, Supplier may furnish suitable substitutes for materials used.

11.2 All descriptions, illustrations and any other information relating to the Products contained in Supplier’s catalogues, brochures, price lists, advertising material and any sales or other particulars or literature are made by way of general description, are approximate only and for the general guidance and information of Buyer. They shall not constitute warranties or representations by Supplier nor shall they form part of any Contract.

12. Warranties

12.1 Supplier warrants that all Products shall be free from defects in  material and workmanship under normal use for a period subject to each product’s specific supplier limited warranty from delivery. Consumables obtained from third parties shall bear the warranty of their manufacturer. Supplier warrants  non-repair services against defects in workmanship for 90 days from the completion date. Buyer shall be responsible for determining that the Product is suitable for buyer’s use and that such use complies with any applicable law. Provided that Buyer notifies Supplier in writing of any claimed defect in the Product  immediately upon discovery and any such Product is returned at Buyer’s risk to Supplier, transportation charges prepaid, within the warranty period in accordance with Section 12.1 and upon examination Supplier determines to its satisfaction, after  a reasonable period to inspect such Products, that such Product is defective in material or workmanship, Supplier shall, at its option, repair or replace the Products, shipment to Buyer prepaid.

12.2 Supplier shall have a reasonable time to make such repairs or to replace such Product. Any repair or replacement of Products shall not extend the period of warranty. The warranty is limited to a period in accordance with Section 12.1, without regard to whether any claimed defects were discoverable or latent on delivery.

12.3 Supplier shall not be liable for any breach of the warranty or payment of damages in respect of Products supplied if: (i) Buyer makes further use of such Products after giving the notice required in Section 12.1; (ii) the defect or failure arises from Buyer’s own fault; (iii) the defect arises from any drawing, design or specification supplied by Buyer or from other materials or other property supplied by Buyer; (iv) the defect arises other than out of manufacture, including without limitation improper installation, misuse by Buyer or a third party, neglect or accident; (v) the defect arises out of the use of the Products in conjunction with products or materials not reasonably contemplated by Supplier; (vi) the failure or defect results from Buyer’s unauthorised addition to or modification of, or failure to comply with Supplier’s written instructions relating to, the Products or Services; and (vii) the failure or defect arises out of any breach by Buyer of its obligations to provide information to Supplier under these Conditions or Contract.

12.4 If Buyer fails to pay when due any portion of any payment due from Buyer to Supplier under a Contract or otherwise, all warranties and remedies granted under this Section may, at Supplier’s option, be terminated.

12.5 The foregoing warranties are exclusive and exclude all other warranties, terms and conditions, express or implied by statute or otherwise, to the extent permitted by law, including without limitation warranties of quality or fitness for a particular purpose. Supplier’s sole and exclusive liability, and Buyer’s sole and exclusive remedy for breach of the warranties in this Section 12 shall be as set forth in Section 12.1.

13. Liability

13.1 Nothing in these Conditions or Contract shall exclude or limit Supplier’s liability for fraud or death or personal injury caused by its negligence or any other liability to the extent that the same may not be excluded or limited as a matter of law.

13.2 Subject to Section 13.1, in relation to Products, Supplier’s maximum aggregate liability under or arising out of any Contract, whether arising in contract, tort (including negligence) or otherwise, shall in no event exceed 100 % of the total amount payable by Buyer in respect of Products under that Contract.

13.3 Buyer acknowledges that it alone has determined the intended purpose and suitability of the products sold. Any technical or advice given by supplier with respect to the use of the products or services is given without charge and at buyer’s risk. Supplier assumes no obligation or liability for advice given or results obtained.

13.4 Subject to Section 13.1 in relation to Services, Supplier’s maximum aggregate liability under or in connection with the supply, non-supply or purported supply of Services under any Contract, whether arising in contract, tort (including negligence) or otherwise, shall in no event exceed 100% of the total amount payable by Buyer in respect of Services under that Contract and in respect of Services continuing beyond one year, shall in no event exceed in any year 100% of the total amount payable by Buyer in respect of Services in that year.

13.5 Subject to Section 13.1, Supplier shall be under no liability to Buyer for any loss of profit, loss of income, loss of use, loss of business, loss of revenue, loss of data, loss of goodwill, or for any indirect or consequential loss or damage of any kind, in each case, howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in tort (including negligence), contract or otherwise.

13.6 Any claim arising out of or in connection with a Contract must be commenced against Supplier within one year from the date upon which Buyer became aware of or should have become aware of Supplier’s infringement of Buyer’s rights, unless otherwise specified under applicable law.

14. Software

Supplier or its suppliers (as the case may be) shall at all times have and retain title and full ownership of all software, firmware, programming routines, and documentation relating to such software supplied by Supplier for use with the Products, and of all copies made by Buyer or the end user of the Products (collectively “Software”). A non-exclusive, non-transferable and non-sublicensable license to use such Software will be granted to the end user solely for use with the Products.

15. Intellectual Property Rights

15.1 Notwithstanding delivery of and the passing of title in any Products and subject to section 14 and 15.3, nothing in these Conditions or any Contract shall have the effect of granting or transferring to, or vesting in, Buyer any intellectual property rights in or to any Products and/or Services.

15.2 Buyer acknowledges and agrees that all property, copyright and other intellectual property rights in any work or tangible deliverable item arising from or created, produced or developed by Supplier under or in the course of provision of any Services (the “Works”), wherever in the world enforceable, including without limitations all right title and interest in and to the Services and all documents, data, drawings, specifications, articles, sketches, drawings, reports, inventions, improvements, modifications, discoveries, tools, scripts and other items relating thereto shall immediately upon creation or performance vest in and shall be and remain the sole and exclusive property of Supplier and Buyer shall acquire no right, title or interest in or to the same except as expressly stated in these Conditions.

15.3 The Supplier grants to the Buyer a non-exclusive, non- transferable and non-sublicensable license to use such of the Works as are necessary, and to the extent necessary, for the end user to obtain and utilise the intended benefit of the Services.

15.4 Supplier shall have no obligation or liability under Section 19.4 insofar as the infringement arises from: (i) any additions or modifications made to the Products and/or Services in question, otherwise than by Supplier or with its prior written consent; (ii) any information provided by Buyer to Supplier including without limitation any specification; (iii) performance by Supplier of any work required to any Products, or performance of any Services, in compliance with Buyer’s requirements or specification; (iv) a combination with or an addition to equipment not manufactured or developed by Supplier; or (v) the use of Products beyond that scope established by Supplier or approved in writing by supplier.

15.5 Without prejudice to Section 13.1, this Section 15 states the entire liability of Supplier and the exclusive remedy of Buyer with respect to any alleged infringement of intellectual property rights belonging to a third party arising out of or in connection with the performance of any Contract. This Section 19 shall be subject to the limits of liability in Sections 13.2.

16. Force Majeure

Notwithstanding anything to the contrary in these Conditions, Supplier shall not be liable to Buyer for any loss or damage which may be suffered by Buyer as a direct or indirect result of the supply of Products or Services being prevented, delayed or rendered uneconomic by reason of circumstances or events beyond Supplier’s reasonable control. If due to such circumstances or events Supplier has insufficient stocks to meet all its commitments Supplier may apportion available stocks between its customers at its sole discretion.

17. Storage of Buyer Product

Finished product can be stored by supplier for buyer for up to 30 days. After 30 days a warehousing fee will be charged.

18. Acceptance of Product and Product Returns

Buyer must obtain an RGA# from supplier for the return of any product for any reason. Shipments without an RGA# and prior approval may be rejected by supplier.

19. Confidential Information

Each party undertakes to keep confidential, not use for its own purposes outside the agreed scope and not without the prior written consent of the other party disclose to any third party, any information of a confidential nature belonging or relating to the other party which may become known to it unless such information is or becomes public knowledge (other than by breach of this Section) or is required to be disclosed by order of a competent authority.

20. Cancellation, Rescheduling and Termination

20.1 All cancellations are subject to minimum of 80% of present purchase order.

20.2 Orders for Products accepted by Supplier may be cancelled or rescheduled by Buyer only with the written consent of Supplier (which consent Supplier may withhold for any reason) and Buyer shall indemnify Supplier against the cost of all labour and materials used in connection with the order so cancelled or varied and against all loss, damage cost, charges and expenses suffered or incurred by Supplier as a result of that cancellation or variation.

20.3 Termination of any Contract in accordance with these Conditions shall not affect the accrued rights or liabilities of the parties at the date of termination.

20.4 Insolvency of Buyer: If: (i) Buyer becomes insolvent, has a receiver, administrative receiver, administrator or manager appointed of the whole or any part of its assets or business, makes any composition or arrangement with its   creditors, takes or suffers any similar action in consequence of debt or an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction) or carries out or undergoes any analogous act or proceedings under an applicable foreign law; or (ii) Buyer ceases, or threatens to cease to carry on business then, without prejudice to any other right or remedy available to Supplier, Supplier may treat any Contract as repudiated and/or withhold any further supply of Products and/or Services without any liability to Buyer and, if any Products and/or Services have been supplied but not paid for, the price or fees shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

21. Export Control

21.1 Buyer understands that where Supplier’s obligations under the Contract to supply any Products or Services are subject to governmental export control laws and regulations, the performance of this Contract and Buyer’s use or export of any Products delivered by Supplier shall be conditional upon the grant of all necessary permits or licenses. Buyer shall provide all information and documentation, including where necessary end user certification, not in Supplier’s possession and required by the relevant application procedure to enable Supplier to make the necessary applications for permits or licenses required for deliveries to Buyer. Supplier shall be relieved from its obligations to Buyer to supply any Products or Services to the extent that applications for permits or licenses for the same are refused by a relevant governmental authority or where sanctions are introduced. To the fullest extent permitted by law, Buyer shall have no right to claim compensation for damages, loss of business or otherwise arising from such a refusal or Contract termination.

21.2 Buyer shall not, directly or indirectly, sell, provide access to, export, re-export, transfer, divert, loan, lease, consign, tranship (including stop in port), transport, or otherwise dispose of any Supplier’s Product, material, Software (including source code) or technology to, via, or for: (i) any entity known to be headquartered in, or owned or controlled by a national of, any country or region subject to comprehensive sanctions at any time; (ii) any other individual or entity identified on a denied or restricted party list; or (iii) any activity or end-use restricted     by applicable laws without first obtaining all required government authorisations.

21.3 Supplier shall have the right, at its option, to suspend performance under or terminate any Contract if: (i) applicable comprehensive sanctions are imposed; (ii) the Buyer is designated as or determined to be a denied or restricted party under applicable law; or (iii) where the Supplier’s obligations under these Conditions or any Contract to supply items or Services are subject to governmental export control laws and regulations, the performance of any Contract and Buyer’s use or export of any item delivered by Supplier shall be conditional upon the grant of all necessary permits or licenses.

22. General

22.1 These Conditions and any Contract shall be governed by the laws of Singapore. The parties shall agree to settle any claims or disputes arising out of or in connection with these Conditions or any Contract by amicable negotiations. If no settlement can be reached through negotiations within sixty (60) days after either party has served written notice to the other requesting such negotiations, then the dispute shall be resolved by arbitration under the Singapore International Arbitration Centre (“SIAC”) which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one (1). The seat or legal place of arbitration shall be Singapore. The language to be used in the arbitral proceedings shall be English.

22.2 Failure by Supplier to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right.

22.3 If any Conditions are found to be invalid, this shall not affect the rest of the Contract, which shall remain in full force and effect.

22.4 Buyer may not assign, transfer, novate or otherwise dispose of all or any of its rights or obligations, in whole or in part without the written consent of Supplier.

22.5 These Conditions constitutes the entire agreement and supersedes any prior agreement, understanding, representations or arrangements between the parties with respect to its subject matter.

22.6 Variation to any Contract must be in writing and signed by the parties.

22.7 All notices given under these Conditions shall be sent to the address of the other party set forth in the Quotation or in Contract. Notice shall be regarded as properly given if sent in writing and shall be deemed to have been served on the next working day from delivery if sent by email or fax, and on the day of receipt if sent by express courier or by registered mail.

22.8 These terms and conditions are subject to change without prior notice, except that the terms and conditions effective when buyer places an order will govern the order in question.

Last Updated: 16 February 2024

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