POWERPACK INDUSTRIES PTE LTD
GENERAL TERMS AND CONDITIONS OF SALE
1. GENERAL
1.1. These General Terms and Conditions of Sale shall apply to all Offers submitted by POWERPACK INDUSTRIES to a Customer and to Purchase Orders received from a Customer and accepted by POWERPACK INDUSTRIES for the sale of Products. These Terms and Conditions shall prevail over any other terms and conditions contained in any Purchase Order or other document of or communication from the Customer.
1.2. The Offer is open for acceptance within 30 days after its date of issuance unless a different validity period is stated in the Offer. All Purchase Orders are subject to acceptance by POWERPACK INDUSTRIES in writing.
1.3. Descriptions and illustrations contained in POWERPACK INDUSTRIES’s catalogues, brochures, price lists and other advertisements are for general information purposes only and Customer shall be deemed to have purchased the Products without reliance on such descriptions and illustrations.
2. DEFINITIONS
2.1. “Terms and Conditions” shall mean these POWERPACK INDUSTRIES’s General Terms and Conditions of Sale.
2.2. “Offer” shall mean an offer issued by POWERPACK INDUSTRIES that includes a quotation and/or a price list for the purchase of Products by Customer.
2.3. “Purchase Order” shall mean the order issued by the Customer for the purchase of Products, and acknowledged by POWERPACK INDUSTRIES in accordance with these Terms and Conditions.
2.4. “Products” shall mean the goods, materials or equipment and any part or component thereof supplied by POWERPACK INDUSTRIES and/or any work or services performed by POWERPACK INDUSTRIES pursuant to these Terms and Conditions.
2.5. “Customer” shall mean the buyer of Products, the recipient of an Offer or the party issuing a Purchase Order.
3. PRICE – PAYMENT
3.1. Unless otherwise agreed in writing, Products are invoiced at the prices applicable on the date when the Products leave POWERPACK INDUSTRIES’s warehouses.
3.2. Unless otherwise agreed in writing, all prices are given by POWERPACK INDUSTRIES on Ex-Works basis (Incoterm 2010). Whenever POWERPACK INDUSTRIES agrees to deliver the Products otherwise than at POWERPACK INDUSTRIES’s premises, Customer shall be liable to pay all POWERPACK INDUSTRIES’s charges and duties in respect of carriage, freight, packaging, customs and insurance.
3.3. Payment for Products shall be made by the Customer according to the payment terms stipulated in the relevant quotation otherwise agreed between POWERPACK INDUSTRIES and the Customer.
3.4. The price is exclusive of any applicable value added tax or any other taxes and duties, which Customer shall be additionally liable to pay POWERPACK INDUSTRIES.
3.5. Any amounts not received by POWERPACK INDUSTRIES by the due date shall be subject to interest at the rate of 18% per annum, increased by a lump sum for recovery costs of $50 per delayed invoice. This amount shall be calculated on the overdue payments, with capitalization of interest.
3.6. Should the Customer fail to fulfil its obligations of payment at the due date, POWERPACK INDUSTRIES reserves the right to cancel the sale within 5 days following notification to the Customer by registered letter or by e-mail with acknowledgement of receipt. This is without prejudice to any damages which may be claimed by POWERPACK INDUSTRIES.
4. DELIVERY
4.1. All Products will be suitably packed for shipment in accordance with POWERPACK INDUSTRIES’s standard, unless otherwise requested by the Customer and agreed to in writing by POWERPACK INDUSTRIES.
4.2. POWERPACK INDUSTRIES shall do its best efforts to comply with the delivery date specified in the Purchase Order acknowledged and/or in the Offer. Partial delivery shall be permitted. Delays shall, in no case whatever, justify the cancellation of the Purchase Order. POWERPACK INDUSTRIES shall not be responsible for delays in delivery or performance due to causes beyond its reasonable control, including Force Majeure as defined in Section 13. If performance by POWERPACK INDUSTRIES is delayed by reason thereof, POWERPACK INDUSTRIES shall notify Customer, and the time for performance shall be extended for the period of such contingency. If, as a result of any such contingency, POWERPACK INDUSTRIES is unable to perform any accepted Purchase Order in whole or in part, then to the extent that it is unable to perform, such Purchase Order shall be deemed terminated without liability to either party, but shall remain in effect as to the unaffected portion thereof, if any.
4.3. Delivery takes place in accordance with Ex-Works Incoterms 2010 at POWERPACK INDUSTRIES’s facilities or as otherwise agreed in writing between the parties.
4.4. It is agreed between POWERPACK INDUSTRIES and Customer that the Products are shipped at the Customer’s risk even if the shipping is done at POWERPACK INDUSTRIES’s expense. Customer shall then take all necessary precautions including insurance to cover these risks.
4.5. The Customer shall perform a visual inspection at the receipt of the Products and notify POWERPACK INDUSTRIES any reservations within 24 hours.
4.6. Should Customer postpone delivery of any Products, Customer will be required to pay to POWERPACK INDUSTRIES i) the invoice at the due date and, ii) 1% of the Purchase Order price per week for the Products storage at POWERPACK INDUSTRIES premises. Should Customer postpone delivery of any Product above 12 weeks from the scheduled delivery date, POWERPACK INDUSTRIES shall have the right to deliver the Product and to invoice accordingly.
5. RETENTION OF TITLE
5.1. POWERPACK INDUSTRIES retains full ownership of the Products until full payment of the selling price has been received.
5.2. Notwithstanding POWERPACK INDUSTRIES’s retention of title, the risks related to the Products (including the risk of loss or destruction) shall pass to the Customer in accordance with Section 4.3 above.
5.3. Until full payment of the price, the Customer shall keep the Products separate from any other products and properly stored, protected, insured and identified as POWERPACK INDUSTRIES’s property.
5.4. POWERPACK INDUSTRIES reserves the right to reclaim the Products if the selling price is unpaid at the due date and Customer undertakes to return the Product on POWERPACK INDUSTRIES’s first demand and bear all related expenses.
6. WARRANTY
6.1. POWERPACK INDUSTRIES warrants that the Products shall, for a period of one year from POWERPACK INDUSTRIES’s delivery of such Products, be free from defects in materials and workmanship and shall conform to the contractual specifications or to specification sheet of the Product. This warranty does not cover defects or failure caused by improper handling, storage, maintenance or repair or by any modification, misconnection, abuse, abnormal use of such Products or use not complying with POWERPACK INDUSTRIES’s user manual provisions if any.
6.2. Warranty claims must be made to POWERPACK INDUSTRIES immediately after discovering the defect and within the warranty period or are forever waived.
6.3. The foregoing warranty is exclusive of any other warranties, express, implied or statutory. In particular, this warranty shall not apply to failure arising from defect in design, when the design has been completed by the Customer or a third party. Unless otherwise agreed, the warranty shall not apply to the compliance of Products to Customer’s needs. Should the Products warranty be breached, Customer’s exclusive remedy against POWERPACK INDUSTRIES, and POWERPACK INDUSTRIES’s sole obligation, shall be limited to, at POWERPACK INDUSTRIES’s option, repairing or replacing the defective Products or refunding the purchase price of such defective Products.
6.4. The Product shall be considered as defective if the failure may be duplicated by POWERPACK INDUSTRIES, it being understood that non conformity shall be determined by reference to the contractual specifications applicable to the allegedly defective Products.
7. INSTALLATION
7.1. Unless otherwise agreed in writing, all prices are exclusive of any installation or service Customer may require.
7.2. If POWERPACK INDUSTRIES is required to install the Products supplied hereunder at the Customer’s premises, POWERPACK INDUSTRIES shall be under no liability whatsoever for damage incurred by the Customer, caused by POWERPACK INDUSTRIES, its agents or sub-contractors in installing the Products or for any consequential damages or purely financial loss howsoever caused.
8. INSPECTION & TESTS
8.1. Tests on the Products specified in the Offer will be performed by POWERPACK INDUSTRIES at its facilities.
8.2. If Customer requires tests other than those specified in the Offer, or if Customer requires that the specified tests be carried out in the presence of its representatives, Customer shall pay for the cost of those tests and any other associated costs.
9. LIABILITY
9.1. In no event POWERPACK INDUSTRIES shall have any liability for damages in an amount exceeding the purchase price of the related defective Products.
9.2. POWERPACK INDUSTRIES shall not have any liability for incidental, indirect or consequential damages arising out or relating to the Purchase Order or the Products, including but not limited to loss of profit or revenue, loss of business opportunity or anticipated saving.
9.3. Unless otherwise agreed in writing with the Customer, POWERPACK INDUSTRIES shall not be liable for damages arising from the integration or the use of Products in a system or equipment (the “System”), on the design of which POWERPACK INDUSTRIES has no control. In such case, the Customer is solely liable for the System quality and reliability, as well as for necessary security device and shall indemnify POWERPACK INDUSTRIES against any demand, claim, action, decision, loss or damage arising from the use of the System which incorporates the Products.
10. INTELLECTUAL PROPERTY
10.1. Any and all intellectual property rights related to or in connection with the Products (including any designs, drawings, specifications, test results, technical descriptions, catalogue, brochures, manuals, and other data, submitted with or in connection with POWERPACK INDUSTRIES’s Offer or resulting from the performance of the Purchase Order by POWERPACK INDUSTRIES) is the property of POWERPACK INDUSTRIES. No license is granted by POWERPACK INDUSTRIES on the Products under these Terms and Conditions.
10.2. The Customer shall refrain from infringing upon POWERPACK INDUSTRIES’s intellectual property rights (as defined Section 10.1) and shall not destructively test, disassemble, radiograph, reverse engineer or otherwise analyze any Products, without POWERPACK INDUSTRIES’s prior written consent.
10.3. In the event that Products are developed and/or manufactured in accordance with plans, drawings and specifications provided by the Customer, the Customer shall hold harmless POWERPACK INDUSTRIES against any and all claims and damages resulting from alleged or actual infringement of any industrial or intellectual property rights of a third party.
10.4. Customer shall promptly notify POWERPACK INDUSTRIES of any intellectual property claim related to the Products and shall give POWERPACK INDUSTRIES any assistance and information requested by POWERPACK INDUSTRIES for the defense of such intellectual property claim.
10.5. Unless otherwise agreed in writing, specific tooling designed and produced to manufacture Products designed by POWERPACK INDUSTRIES according to Customer’s specifications shall remain POWERPACK INDUSTRIES’s exclusive property.
11. CONFIDENTIALITY
Any information, data, know-how disclosed by POWERPACK INDUSTRIES shall at all times be treated by the Customer as strictly confidential and shall not without POWERPACK INDUSTRIES’s prior written consent (i) be used by the Customer for any other purpose than the use of the Product, and/or (ii) be communicated to third parties.
12. RECYCLING
POWERPACK INDUSTRIES commits to recycle, as required by local authority, at the end of their life Nickel Cadmium batteries delivered under the Purchase Order. The spent Nickel Cadmium batteries shall be delivered by Customer at their expense to a national bring-back point approved by POWERPACK INDUSTRIES in order to ensure proper recycling.
13. FORCE MAJEURE
13.1. Force Majeure means any events beyond Parties’ control including without limitation, strikes or other labor disturbances, inability to obtain fuel, material or parts, delays in transportation, repairs to equipment, supplier’s failings, fire or accident.
13.2. Should either party be prevented from performing its obligations by reason of Force Majeure, then such party shall not be liable for such non-performance and its obligations shall be suspended for the duration of the Force Majeure event.
14. APPLICABLE LAW AND DISPUTES
These Terms and Conditions shall be governed by Singapore laws without making reference to its conflict of law provisions. Any action shall be brought by the parties within the exclusive jurisdiction of the Courts of Singapore. Nothing in this paragraph shall limit the right of POWERPACK INDUSTRIES to bring proceedings in any other courts of competent jurisdiction to the extent permitted by applicable law.
15. COMPLIANCE AND EXPORT CONTROL
15.1. Customer shall comply with all applicable laws including but not limited to laws relating to anti-bribery and anti-corruption. The Customer shall not offer, promise or give any undue pecuniary, bribes or other advantage for any reason, whether in dealings with governments or the private sector.
15.2. Customer undertakes that the Products shall not be sold, directly or indirectly, to any country/person if it is in violation of export control or economic sanctions laws or regulations. The Customer shall also ensure that its sub-distributors and agents will comply with such laws. POWERPACK INDUSTRIES shall be excused from performance of any contractual obligation to the extent that such performance is prohibited under any export control or sanctions laws and regulations, without any liability whatsoever.
15.3. Customer shall procure that any third parties to whom the products from POWERPACK INDUSTRIES will be supplied are under the same obligations as set out in this Section 15 such that all third parties down the supply chain, as far as the end-user, are under the same strict compliance obligations.
16. MISCELLANEOUS
16.1. Modification: POWERPACK INDUSTRIES reserves the right, at any time, to make any technical improvements of the Products subject to an increase of price.
16.2. Waiver: no failure or delay by POWERPACK INDUSTRIES or by the Customer in exercising any of its rights under these Terms and Conditions shall operate as a waiver thereof nor shall any single defective or partial exercise thereof preclude any other or further exercise of that or any other right.
16.3. Assignment: the Purchase Order shall not be assigned nor transferred by the Customer without the prior written consent of POWERPACK INDUSTRIES.
16.4. Amendment:
16.4.1 Any modification to the Purchase Order shall be made only in writing and duly signed by POWERPACK INDUSTRIES and the Customer.
16.4.2 POWERPACK INDUSTRIES can revise these Terms and Conditions without notice to the Customer.
16.5. Nullity: if any provisions of these Terms and Conditions are declared null and void, the validity of the other provisions shall not be affected
Date of last revision: 19 July 2020, Singapore