Terms and Conditions Of Sales
1. Contracts and Quotations
These terms and conditions shall be incorporated in all sales whether online, at our premises, by emails or telephone for the supply of goods or services by AVM Diesel (F.E.) Pte Ltd (hereinafter referred to as “the Company") to the exclusion of any terms or conditions referred to by the customer but no contract shall come into existence until the Company has given its written acknowledgment of the customer's order. Acceptance of the delivery of the goods or the supply of the service by or on behalf of the customer shall in any event be conclusive evidence of the customer's acceptance of these conditions. Quotations are subject to withdrawal and alteration at any time. Quotations, price lists, website offers, verbal offers shall not constitute binding offers. The customer may place orders verbally, by fax, email, mail or online. Each contract supersedes all previous oral or written communications between the Company and the customer, not expressly referred to in the Company's order acknowledgment and no amendment of any contract shall bind the Company unless confirmed by it in writing.
2. Prices and Payment
The Company's prices exclude GST and other taxes or duties and unless otherwise stated:
- are ex-works exclusive of transport and insurance but inclusive of such packing as the Company considers appropriate for the particular goods; and
- may be varied at the Company's discretion for any cost incurred by the Company as a result of alterations in design specifications, quantities, or production, delivery or performance schedules or suspension of work as requested by the customer, and any inaccuracy of or delay in the supply of any instructions data or materials supplied or to be supplied by or on behalf of the customer and any fluctuation in the cost of materials, equipment, labour transport or utilities arising from whatever cause after the date of the Company's quotation.
All amounts due to the Company unless otherwise stated shall be payable in Singapore dollars within thirty (30) days following the date of the Company's invoice without any deductions whatsoever. Interest shall be payable on any overdue amount from the date on which payment was due to that on which it is made (whether before or after judgement) on a daily basis at the rate of two (2) per cent over the current Singapore prime rate from time to time in force. This entitlement to interest does not preclude the Company from the right to pursue any other right or remedy to collect said payment and to suspend all further deliveries without notice. Any costs incurred by the Company in collecting said payment will be charged to the customer. All bank charges associated with payment when making electronic or bank transfers are for the customer's account.
Goods are delivered and risk in them shall pass to the customer when they are made available at the Company's premises or other delivery point stated in the Company's order acknowledgement. In the latter case, the customer shall be responsible for all off-loading operations and the Company reserves the right to deliver the goods at the nearest point of suitable access. In the case of goods for destinations outside the Singapore mainland any trade terms referred to in the Company's order acknowledgement shall to the extent consistent with these conditions be as defined in the edition of "Incoterms" then current. Times for delivery or performance are as advised in the order acknowledgement subject to the supply of all instructions, drawings, facilities and items required from the customer to enable the Company to proceed with the contract immediately and without interruption or hindrance. The Company shall endeavour to meet such delivery or performance times but shall not be liable for any loss, damage or expense whatever kind arising from any delay or failure from whatever cause nor shall such failure or delay entitle the customer to refuse to accept any delivery or performance or repudiate the contract. If the customer fails to take delivery of any goods on the due date or provide adequate delivery instructions the Company may store the goods at the risk of the customer who shall pay all storage, transportation, handling or other charges incurred by the Company as a result of such failure and the goods shall be deemed to have been delivered on that date by the Company which shall, in particular, be entitled to payment as though delivery had taken place. The Company may determine the form of transport of any goods the price of which includes transport and charge extra for any special requested by the customer.
Until the Company has received full and unconditional payment for the goods in cash or cleared funds, title in them shall remain with the Company and not pass to the customer who shall nevertheless, subject to the conditions stated below, be entitled to use or as principal re-sell them in the ordinary course of business. Until title passes:
- the customer shall ensure that the goods are at all times clearly identified as the property of the Company who shall, without prejudice to any other remedy, be entitled to receive payment for and maintain an action for the price of the goods although title in them has not passed to the customer;
- the Company shall be entitled at any time on demand to repossess, dismantle (without being liable for any damage thereby occasioned and use or sell all or any of the goods and thereby terminate(without any liability to the customer) the customer's right to use or sell them and for that purpose or for the purpose of determining what, if any, goods are held by the customer, and inspecting them to enter any premises where the goods are or are reasonably thought to be stored.
Until the Company has been paid in full for the goods any equipment in which the goods have been installed shall be or become the property of the Company and any proceeds of sale or insurance from the goods or such equipment (or the amount due to the Company, if less) shall be paid to a separate bank account and together with the customer's rights against its purchases held on trust for the Company. Any goods in the customer's possession which are the same as those not paid for under any contract shall be presumed to have been supplied under such contract and to be unpaid unless the customer proves otherwise to the Company's satisfaction but so that this presumption shall not extend to a greater quantity of goods than those not paid for under the contract. The Company transfers to the customer only such title and rights of use as the Company has in any goods and in the case of material purchased from a third party shall transfer only such title and rights as that party had and has transferred to the Company.
5. Conditions of Goods
If the customer is of the opinion that the goods does not conform to their order, the customer shall submit a complaint to the Company within 48 hours of delivery of the goods. If the Company does not receive a complaint within this time limit, the customer is presumed to have accepted the goods. Any defects must be reported to the Company by the customer within seven (7) working days after they have been discovered by the customer, or normally should have been discovered by the customer and in any case within three (3) months from the date on which the goods were delivered. As far as re-manufactured goods are concerned, the Company shall only be responsible for defects which affect the fundamental function of the goods which would oblige the customer to undertake radical repairs to an extent that the customer would not have purchased the goods had he known of the defects. The Company shall not be liable to indemnify the customer where
- the customer, or any party acting for him, has carried out repairs or alterations to the goods or
- the defects are the result of incorrect or abnormal use or
- damage occurs which is related to usual wear and tear or due to inexperience or negligence of the customer or
- the defects are not reported to the Company within the stated guarantee periods.
Provided that the above conditions are satisfied and in the event that the Company agrees the goods lacks conformity or is defective or damaged, the Company may choose to repair or replace the goods or permit a price reduction or agree to terminate the contract and refund the purchase price on receipt back of the said goods. The Customer does not have the right to receive any additional compensation. The ownership of the goods returned to the Company for which the Company has refunded the purchase price, or replaced the goods, the goods shall automatically be transferred to the Company. All costs associated with transport, travel, assembly and disassembly remain at the customer’s expense.
6. Losses in Transit etc.
The Company will at its discretion within a reasonable period replace at the original point of delivery, repair or allow the customer credit for the invoice value (or proportionate part thereof) of any goods which the customer proves were at the time of delivery missing, lost or damaged or, where any loss or damage may have occurred after delivery in the course of any transportation arranged by the Company on behalf of the customer assist in making any claim against the carrier or insurer and account to the customer for the proceeds of any such claim, less any reasonable and proper expenses. Claims by the customer will be considered only if:
- the customer has inspected the goods promptly and given the Company written notice (otherwise than on the carrier's delivery note) of any alleged shortage, damage or other discrepancy within seven (7) working days following the receipt;
- in case of any alleged loss of a complete consignment, the customer has given the Company written notice thereof within ten (10) working days or other period stated in the Company's order acknowledgement;
- the customer's notice of claim contains sufficient information to substantiate a claim against any carrier or insurer by the Company on its own account or on behalf of the customer;
- the customer has afforded the Company reasonable opportunity and facilities for the investigation of the claim and the carrying out of any repairs or remedial work and complied with any request by the Company for the return of any goods for examination, the cost of carriage and insurance to be borne by the customer but reimbursed if the claim is accepted, in which event any replaced goods shall belong to the Company.
- the customer has not permitted any person other than the Company to effect any modification or repair to the goods.
7. Order Cancellation
The customer may only by prior agreement with the Company cancel their order and/or return the goods that are already shipped to the Company for any reason other than those covered by these Terms and Conditions. For goods already shipped the customer must return the goods and their original packaging to the Company within fourteen (14) days of order cancellation, unless the Company decides that they may be disposed of at no cost to the Company. The Company reserves the right to implement a cancellation or re-stocking charge of 25% of the price of the goods so returned plus the cost of packaging and shipment of the goods to the customer. The Company will refund to the customer the goods’ price, less any applicable charges, within fourteen (14) days of the Company’s agreement that the customer may dispose of the goods or upon receipt of the goods in good condition by the Company. The Company reserves the right to reject a request to return goods provided that, in the Company’s opinion he has a valid reason to do so. The customer cannot cancel an order for goods which were manufactured or modified specifically for the customer unless the Company can reasonably expect to sell them elsewhere.
8. Tests, Installation and Taking Over etc.
Goods are inspected and tested before despatch. In the event that it is agreed that the customer's representatives may attend such tests and the Company is notified in writing of this intention with the order and if such representatives fail to attend after the Company has given notice of its readiness for testing the Company shall be entitled to proceed in the customer's absence and the results of such tests shall be conclusive as to the performance achieved. Where any tests are to be conducted at a location other than the Company's works and the customer fails after the Company has given notice of its readiness for testing to carry out the tests they shall be deemed to have been successfully performed. Where the Company supplies any services including installation or testing or supervising the installation or testing of any goods:
- the customer shall at its expense provide such facilities and assistance, including but not limited to the proper receipt, storage and protection of the goods as and when delivered and any equipment provided by the Company, suitable access to and possession of any working areas, adequate lifting facilities, skilled and unskilled labour, lighting and heating, services (including electricity, water and compressed air), fuel, components and materials and equipment for the adequate testing of the goods as the Company reasonably requires for the services and ensure that such facilities and assistance are safe and comply with all legislation, bye-laws, standards, codes of practice and other requirements from time to time applicable, Where requested by the Company, the customer will also make available free of charge office space, telephones, canteen, sanitary and washing facilities as the Company reasonably requires.
- the customer will permit the Company on its request to repeat or correct any work and the Company shall, if the customer proves that any services have not been carried out with reasonable skill and care, make good within a reasonable period or, at its discretion, give credit for the invoice value (or proportionate part thereof) of the defective service.
The goods shall be deemed to have been taken over by the customer when they have passed the tests, if any, specified in the quotation or been put into commercial use, if earlier, or in any event at the expiration of two (2) months after the Company has given written notice that its services have been completed unless in the meantime the customer proves that the goods do not comply with their specification. The time of taking over shall not be delayed on account of additions, minor omissions or defects which do not materially affect the commercial use of the goods.
The Company’s liability for any alleged defects in workmanship, materials or design in any goods shall be as stated in the Company's published guarantee applicable at the date of the Company's order acknowledgement and where the goods are assembled from parts and other apparatus such guarantee shall be deemed to extend to the complete assembly and its components and construed accordingly.
10. Extent of Liability
These conditions and the Company's order acknowledgment together with any applicable guarantee published by the Company state the total liability of the Company in connection with any goods or services supplied by it whether arising in contract, tort (including negligence) or otherwise howsoever. In particular the Company shall in no circumstances have any liability for the quality of any goods or services, except as stated in these conditions, the order acknowledgment or a guarantee, or their fitness for any purpose or for any indirect or consequential loss suffered by the customer under or in connection with any contract, including but not limited to wasted time or expenditure, loss of profits, production, business revenue or goodwill or any claim against the customer by any person. The Company shall be discharged of all liability to which these conditions apply unless proceedings are begun within one (1) year after the customer became aware (or should reasonably have become aware) of the facts giving rise to such liability. The Company's liability in connection with any goods or services shall in no circumstances exceed the price (or proportionate part thereof) payable for them.
11. Technical and Other Matters
The Company shall have no liability under these conditions in respect of an advice, opinion or information furnished by the Company, its employees or agents unless given in writing pursuance of a written term of the contract. The Company reserve the right at any time without notice to change the particulars of any specification of any goods except to the extent such particulars have been agreed in writing by the Company. The Company shall have no liability for:
- any inaccuracy in or delay in the supply of any drawings, information, instructions, materials or other items supplied or to be supplied by the customer; or
- any loss or damage to any property of the customer whilst on the premises or under the control of the Company.
The customer shall indemnity and hold harmless the Company against any infringement or alleged infringement of the rights of any third-party claimed under in relation to any patent, registered design, trademark, copyright or breach of confidence which arises for whatever reason from the use of the goods by any person other than the customer or, if the goods are used by the customer, from the Company's use of any design or instruction provided by the customer, and against all losses, damages, liabilities, costs and expenses associated with any such claim. The Company shall be entitled at its option and expense at any time by giving written notice to the customer to assume the conduct of any proceedings or negotiations in relation to any claim that any goods designed and supplied by the Company infringe the rights of any third party or to replace or modify such goods so as to eliminate such infringement or alleged infringement and in no circumstances shall the Company have any liability for any losses arising from the non-use of any such goods.
13. Force Majeure
The Company shall not be liable for any delay or other failure to perform the whole or any part of the whole or any part of the contract resulting from any cause whatsoever beyond the Company‘s control existing at the date of the order acknowledgement or arising thereafter including but not limited to fire, explosion, breakdown or failure of plant or machinery, lack or failure of transportation facilities, supply of labour, materials, power or supplies, strike, lockout or labour dispute, illness, epidemic, flood, drought, war, civil commotion, or restriction of any authority or governmental agency and at any time for delivery or performance agreed by the Company shall be extended for the period during which such circumstances prevail.
If the customer fails to make any payment when and as due or otherwise defaults in any of its obligations under any contract or other agreement with the Company, becomes insolvent , commits any act of bankruptcy, has a receiver or administrator appointed for all or any part of its business, enters into liquidation, whether compulsory or voluntary, compounds with its creditors or suffers any similar action in consequence of debt or the Company bona fide believes that any of such events may occur, the Company shall, without prejudice to any other remedy, be entitled at its discretion, by giving the customer written notice at any time, to forthwith suspend its performance of or terminate such contract. All items including tools, patterns, materials, drawings, designs or other data (whether or not patented or patentable) prepared by the Company for any contract and all rights (including copyright and design rights) therein shall be and remain the Company's property and the customer shall not copy or reproduce or allow others to copy or reproduce such items or any goods or parts thereof supplied by the Company. The customer shall treat each contract and all information which it acquires thereunder as confidential and shall not make any unauthorised use or disclosure thereof except to the extent the same is or become part of the public domain otherwise than in breach hereof. The Company may sub-contract all or any of its obligations to person whose skills complement those of the Company. The Company shall have a lien on any undelivered goods in the Company's possession for all sums due at any time from the customer on any account and shall be entitled to use, sell or dispose of the same as agent for and at the expense of the customer and apply the proceeds in and towards the payment of such sums on twenty-eight (28) days notice to the customer.
15. Law, Jurisdiction and Construction
The contract shall be governed by Singapore law and the customer consents to exclusive jurisdiction of the Singapore courts in all matters connected with the contract except only to the extent the Company invokes the jurisdiction of the courts of any other country. The headings of conditions are for convenience of reference only and shall not affect their interpretation. Any of the conditions which conflicts with any material law, regulation or decision shall be curtained and limited only to the extent necessary to bring it within the legal requirements and shall otherwise continue in full force and effect.
Any notice under the contract may be sent by email, or fax or forwarded by first class prepaid letter post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the email or fax or on the day following the date of posting.