Terms and Conditions of Sale
Part 1 – Definitions
Ferrara Asiapac Pte Ltd is herein referred to as ‘Seller’ and the company/person to whom this Quotation or Tax Invoice or Proforma Invoice or Delivery Order or Sales Order or Credit Note is issued is herein referred to as the ‘Buyer’. An agreement entered into between the Buyer and Seller herein referred to as the ‘Contract’, shall be governed by the Terms and Conditions of Sale stated hereof.
Any items listed in the respective Quotation or Tax Invoice or Proforma Invoice or Delivery Order or Sales Order is herein referred to as ‘Goods’.
Part 2 – Quotation Validity
All prices given in quotation by Seller are assumed to be correct at the time of issue and are valid for thirty (30) days from the date of issue or from the date of sending out to the Buyer from such other dates as specified in the said quotation. However, Seller reserves all right to all reasonable changes that may occur in the said prices of the Goods without prior notification to Buyer.
Part 3 – Confirmation of Order
Quotation, when signed and returned by Buyer, and received by Seller, constitutes Buyer’s official Purchase Order and Buyer shall be deemed to have read, understood and accepted all conditions of sale set herein and that this document shall be treated as such and shall be binding upon Buyer and not be subject to any cancellation and/or variations from Buyer unless agreed to by Seller.
Part 4 – Payment Terms
Buyer is required to make full payment upon confirmation of Quotation unless otherwise stated or agreed to by Seller.
All deposits and any payment in advance as specified are not refundable and shall be forfeited upon cancellation of order.
Buyer has complete obligation to pay up to Seller full amount of money due for goods and Seller has absolute legal rights to claim from Buyer such monies in full in accordance with payment terms agreed upon in the Invoice forthwith, and within due date/s, without delays from Buyer of whatsoever nature.
Goods and Services Tax (GST) will be added over the total purchase value at the current prevailing rate.
For late payment, interest will be charged at 2% per month on daily basis on amount remaining unpaid after due date.
Part 5 – Delivery
Seller shall endeavour to complete the delivery of Goods within the period stated but shall not be liable for damages or otherwise directly or indirectly for failure to do so from any cause whatsoever, including without prejudice to the generality of the forthgoing words, shortage of stocks, war, civil commotion, fire, flood, accident, labour dispute, shortage of materials, act of government or other authority, or any other cause or causes (whether similar or not) beyond the control of the Seller. Delay, however caused, shall not be the ground for cancellation or variation of the contract by the Buyer.
However, in the event of such delay, the time for delivery shall be extended until the operation of the causes preventing delivery has ceased to exist or at the option of the Seller, the Contract may be cancelled altogether or if the Contract has been partially performed then the underperformed part. In case of such cancellation, the Seller shall be paid by the Buyer on a quantum meruit basis and as if the Goods actually delivered were the only Goods subject to the Contract and neither party shall have any claim against the other in respect of damages compensation or otherwise.
Goods delivered are not returnable or exchangeable.
Receipt of Goods by Buyer’s Representative shall be deemed to have been accepted and finality in good and serviceable condition by Buyer. Any responsibility and liability resulting thereafter shall therefore be without any recourse to Seller.
Part 6 – General Lien
Goods shall remain Seller’s property before full payment is made and prior thereto, the Buyer hereby declares itself to be a trustee thereof for the Seller. The title to the Goods supplied by the Seller does not pass until payment in full has been received by the Seller, and risk in respect of such Goods passes to the Buyer from the moment of delivery.
In addition to any right of lien to which the Seller may by law be entitled, the Seller shall be entitled to a general lien on all Goods of the Buyer in the Seller’s possession for the unpaid price of any other Goods sold and delivered to the Buyer by the Seller or any other monies, owing by the Buyer or any of its’ affiliate companies to the Seller under the same or any other Contract.
Part 7 – No Waiver of Conditions
Failure by the Seller to insist upon strict performance of any of the terms and conditions herein shall not be constituted as waiver of such terms and conditions or a waiver of any default thereof.
Part 8 – Applicable Law
Unless otherwise agreed, these conditions and the Contract shall be governed in accordance with the laws of the Republic of Singapore.