General Business Terms and Conditions of Shafttech Pte Ltd & Shafttech Power Transmission (JB) Sdn Bhd
Version: May 2020
Terms and Conditions of Sale
Products and services sold, notwithstanding any contradictory terms of the customer’s purchase orders are expressly subject to the terms and conditions set forth herein and on the Shafttech website, www.shafttech.com. In the situation where there is any conflict between the terms and conditions of sale set forth herein and those set forth on the Shafttech website, the terms and conditions of sale set forth on the Shafttech website shall prevail. Other than a corporate manager of Shafttech Pte Ltd, no other person has the authority to alter these terms. Any alterations must be in writing. Customer's acceptance of products constitutes acceptance of our terms and conditions of sale.
All prices stated on the website are Free On Board (F.O.B), Singapore unless otherwise specified. Product dimensions and/or quantities are subject to change. Quoted prices are subject to local taxes, and subject to change if products are not shipped within 10 days. Otherwise, prices in effect at time of shipment will prevail. Goods and Services Tax (GST) and duty are not levied on goods exported from Singapore. It is the obligation of customer to provide evidence of export for the application of necessary customs export permit. In the event that sales tax is determined to be due upon any purchase, customer will pay the amount of such tax to Shafttech for payment to the relevant tax authorities.
Any customer purchase order is subject to approval and acceptance by an authorized representative of Shafttech, and subject to the terms set forth herein. Shafttech expressly limits its acceptance to these terms, and additional or different clauses in customer's purchase order shall not be binding on Shafttech, and are hereby expressly rejected. Customer agrees to inspect the products within seventy-two (72) hours after receiving the products, and customer agrees to promptly notify Shafttech of any readily-apparent defects or nonconformities. Customer waives any right to object to such defects or nonconformities later than seventy-two (72) hours after receipt of the products.
Shafttech shall not be liable for incidental or consequential damages directly or indirectly arising or resulting from the handling or use of the products sold or services rendered, or the breach of any of the terms hereof or from the sale. Shafttech's liability hereunder, for breach of warranty, negligence or otherwise, is expressly limited at the option of Shafttech Pte Ltd: (a) to the replacement at the agreed point of delivery of any products found to be defective or not confirming to the specifications set forth herein, (b) to the refund or crediting to customer the price of such products or (c) to the repair of such products.
Shafttech is a distributor, and not a manufacturer of products. As such, any warranty on quality, merchantability or fitness for a particular purpose is that of the manufacturer only and not that of Shafttech’s. Shafttech agrees to use commercially reasonable efforts to bring about its manufacturers to furnish products that will be free from defects in both material and workmanship. Should the product fail to meet any manufacturer's warranty, then upon notification thereof and substantiation that the product has been stored, installed, maintained and operated in accordance with manufacturer's recommendations and standard industry practice, Shafttech shall assist customer in obtaining suitable repair or replacement, or other remedies, as consulted by the applicable manufacturer's warranty.
Delivery dates are approximate and are based upon prompt receipt of all necessary information from customer. Unless otherwise agreed in writing by Shafttech, delivery shall be made and title will be passed on to customer F.O.B. at time of shipment. Expense and risk of loss of transporting the goods shall be passed on to the customer at the point of shipment.
If the customer refuses to receive the products or the products cannot otherwise be sent to the customer's address for reasons attributable to the customer (such as nobody being at the address to receive the products), Shafttech will consider the sales agreement for such products to be terminated automatically. Please be aware that under such circumstances, the customer shall pay an amount equivalent to the price of the products and any damages incurred by Shafttech unless Shafttech believes that there are special circumstances in light of the nature, type, or quantity of the products, the distribution system used, or any other factors.
Delivery in instalments
Shafttech reserves the right to make delivery in instalments. All such instalments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any instalment shall not relieve customer of the obligations to accept and pay for remaining deliveries.
For customers under credit terms, payments are due within thirty (30) days from invoice date unless otherwise agreed in writing by an authorized officer of Shafttech. Discounts are not available for payment by credit card or for cash purchases.
Shafttech will set a maximum credit amount that the customer can owe to Shafttech for the total purchase of the products at any given time. If the total price for the products ordered by customer exceeds the maximum amount allowable, Shafttech may, at its own discretion, request customer to pay in advance or pay the outstanding amount owing, refuse the order, or use other methods determined by Shafttech. In such a case, please be aware that it may not be possible to deliver the products by the prescribed delivery date. You may check with Shafttech representatives with regards to the maximum amount.
Should the financial responsibility of customer at any time become unsatisfactory to Shafttech, Shafttech shall have the right to require payment for any shipment hereunder in advance or, with the provision of satisfactory security. If customer fails to make payment in accordance with the terms of this agreement or fail to comply with any provision hereof, Shafttech may at its option, in addition to any other remedies, cancel any unshipped portion of an order and other pending orders. Customer shall remain liable for all unpaid accounts. If customer fails to make payment in accordance with the terms of this agreement, the account shall be deemed to be delinquent and a late charge of two percent (2%) per month will be assessed on the unpaid balance. Customer agrees to pay all associated collection costs and expenses incurred by Shafttech, including reasonable debt collection or attorney fees, in collecting or attempting to collect the remaining amount.
Freight and Handling
Unless otherwise provided in writing, freight charges on all shipments, and spotting, switching, demurrage, or drayage at destination are to be paid for by customer. All incoming shipping and handling charges on all material on which the supplier of said material does not pre-pay or allow freight into Shafttechs' warehouse, and all outgoing shipping and handling charges on all shipments from Shafttech to customer shall be borne by customer. Any difference in the amount of freight from that shown on the invoice as being included, shall be paid for on customer's account. Shafttech reserves the right to designate the origin and intermediate carriers. If a specific freight forwarding agent is required, customer must designate such carrier in writing to Shafttech prior to shipment.
Prices do not include any present or future sales, use, excise, or similar taxes. All such taxes shall be for customer's account.
Shafttech shall not be liable for any failure or delay in manufacture, shipment or delivery of products resulting from any cause beyond Shafttech's control, including, but not limited to, provisions of law or governmental regulations, accident, explosion, fire, windstorm, flood or other casualty, strike, lockout, lockdown, or other labour difficulty, riot, war, terrorist acts, insurrection, shortage of or inability to secure labour, raw materials, production or transportation facilities. Shipping dates are approximate and are based on conditions at the time of quotation. Shafttech shall not be liable for failure or delay in performance due to prior sale of products. In the event of such delay, there will be no termination and the date of delivery shall be extended for a period equal to the time lost by reason of the delay.
No order may be cancelled or changed in whole or in part without the prior written consent of Shafttech. Shipment of products cannot be extended beyond the original shipping date specified without Shafttech’s written consent.
Customer may not assign this agreement without prior written consent of Shafttech.
Specifications and instructions are in accordance with directions of customer and full responsibility for their exactness is borne by customer.
Claims for errors, shortages or defective goods must be made within three (3) days after receipt of material.
Waiver of any breach of this agreement shall not be construed as a waiver of any other breach.
Return Goods Policy
No products will be accepted for return without Shafttech’s documented approval. All returns are subject to a restocking charge. Special ordered or modified products are not returnable.
Shafttech may apply any miscellaneous credits to the account of the customer, including the off-set of any unpaid invoices, late charges or others amounts due to Shafttech.
If the sale involves the fabrication of any products by Shafttech, the specifications for such fabrication shall be the sole responsibility of the customer.
Environmental and Safety
- Material Safety Data Sheets (MSDS). Shafttech provides MSDS that are prepared by its manufacturers. MSDS are not prepared by Shafttech. Current MSDS will be provided to customer in connection with a purchase of a product when required by law or regulation.
- Dangerous Goods/Hazardous Materials. Certain types of products may contain Volatile Organic Compounds, Ozone Depleting Substances, Mercury or other chemicals subject to restrictions by law. Shafttech does not guarantee that any product is in compliance with such law and regulation, and assumes no responsibility for how products containing such restricted substances shall be used, installed or resold by customer. Customer assumes sole responsibility for compliance with all applicable law and regulation concerning such affected products. Shafttech will co-operate with customer with respect to the handling, shipping, or other disposition of affected products.
- In addition to the delivery terms and the freight and handling paragraphs above, the customer acknowledges that hazardous materials require special handling, labelling, and packaging. Carrier surcharges may also apply. Customer agrees to pay for all shipping, handling, labelling, and packaging charges associated with the shipping of hazardous materials. Shafttech is not responsible for, and cannot be considered the "offeror" for, any further shipment or transhipment made by or on behalf of customer by any mode of transportation. Customer assumes full responsibility for compliance with all rules and regulations governing the product's further transportation by ground, air or water in domestic and/or international commerce.
Products Sold for Customer's Export
Customer assumes responsibility and liability for compliance with all Singapore and International laws, treaties and customs rules and regulations applicable to the export of products by customer.
Disclaimer with regards to Internet Services
When the customer views information or receives the services by means of using the website www.shafttech.com, the customer does so at its own risk and shall do so in accordance with the laws and ordinances. Shafttech is continuously working to improve the quality of the information and services it provides through our website, but does not warrant the safety, reliability, usability, fitness for a particular purpose, newness, legality, ethicality, or imperviousness to computer viruses of, for example, the products, information, and services provided through our website, unless caused by Shafttech's wilful misconduct or gross negligence. Shafttech addresses security matters, such as the protection of information divulgence, but asks the customer to be aware that there is a risk that information might be divulged and that absolute security thereof cannot be completely assured. Shafttech shall not be liable in any way for any damages the customer incurs in relation to using our website (including damages caused by undelivered orders made through the website), unless such damages are caused by Shafttech's willful misconduct or gross negligence. Shafttech shall not be liable in any way for any damages that the customer incurs because of the use of the website in a way other than the ordinary way of using it.
The customer may not carry out any of the following acts while using the website that would or might be detrimental to another customer, a third party, or Shafttech: i) Register false details in its customer registration, carry out an act that would or might interfere with the operation of the service, make an order under another name or a false Customer Number or User ID ii) Carry out any act that would or might infringe any copyright or other intellectual property right or any right to privacy iii) Illegally access to the service via internet and falsifying information, making use of the website to send or post harmful computer viruses or programs or inappropriate content, carry out any act that would or might contravene public policy or any law or ordinance, assign or transfer any of the customer's right and obligations which may arise in connection with the service, carry out any act that Shafttech otherwise deems inappropriate.
Intellectual Property Right
Without the approval of the copyright holder, the customer shall not use any of the information provided through our website beyond the scope of applicable Copyright law. Shafttech assumes no liability whatsoever if any infringement claim arises out of compliance with the customer's design or specifications or out of any addition to or modification of the products, or any combination thereof with other products by or under the instruction of the customer without Shafttech's express authorization thereof, or from use of the products in the practice of process or system specified by the customer. The customer shall indemnify and hold harmless Shafttech from and against any claims or damages in connection with problems arising through the customer's breach of intellectual property right use.
Management of Customer Numbers and Passwords
The customer is responsible for managing its registered Customer Number, User ID and their passwords. The customer may not transfer, lend, or disclose its registered Customer Number, User ID, and passwords to a third party.
Limitation of Liability
In no event shall Shafttech and/or the manufacturing and selling companies be liable for any direct, indirect, special, incidental, or consequential damages of any kind, or loss of revenue or profits, loss of business, or other financial loss arising out of or in connection with the ability or inability to use the products, whether or not caused by or resulting from the negligence of Shafttech and/or the manufacturing and selling companies, unless specifically provided herein.
In no event shall Shafttech's liability hereunder or otherwise arising relative to the sale of the product exceeds, in any event or under any theory or cause of action, the purchase price paid by the customer to Shafttech for the product.
No Cooling-Off Rule
To the extent permissible by applicable law, no cooling-off period will apply to mail-order sales of the products listed on our website
Unless customer and Shafttech have specifically executed a supply agreement for the purchase and sale of Products, there are no terms, conditions, understandings or agreements between customer and Shafttech other than those stated herein and all prior proposals and negotiations are merged herein. No terms and conditions in any way altering or modifying the provisions hereof shall be binding upon either party unless in writing and signed by an authorized representative of such party. No modification or alteration of the provisions hereof shall result from Shafttech's shipment of material following receipt of customer's purchase order, shipping order, or other forms containing provisions, terms and conditions in addition to or in conflict or inconsistent with the provisions hereof.
Governing Law Jurisdiction
The customer specifically acknowledges and agrees that jurisdiction and venue for any actions brought by either party shall be exclusively in the country of the Shafttech’s servicing branch from which the product or service was to be provided. the parties further agrees that the trade laws of Singapore shall apply. The provisions of the United Nations Convention on Contracts for the International Sales of Goods shall not apply.
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