GTCs of KTR Systems Singapore Pte Ltd
Section 1
These General Terms and Conditions shall apply without exception to all business transactions conducted by KTR Systems Singapore Pte Ltd. Any terms of business from customers that deviate from these conditions shall not be applicable. For the purposes of these General Terms and Conditions, the following terms shall be defined as follows:
"customer" refers to the customer of KTR Systems Singapore Pte Ltd.
"conditions" represent the terms and conditions stated in this document, the General Terms and Conditions of KTR Systems Singapore Pte Ltd.
"goods" denote the products to be delivered by KTR Systems Singapore Pte Ltd to the customer.
“supplier", "we", "us", or "our" refers to KTR Systems Singapore Pte Ltd (UEN 202224579W), a private limited company incorporated in Singapore.
Section 2
Offer, Contract, Order Confirmation
2.1 The supplier’s quotations are non-binding and without obligation. Declarations of acceptance and all orders are subject to the written or fax/mail approval by the supplier in order to be legally valid. The quotation is decisive in case of a quotation by the supplier with a binding time limit, which is accepted within the period stated, if no order confirmation is given in time.
2.2 The purchase order issued by the Customer represents a legally binding offer. We have the option to accept this offer by sending an order confirmation to the Customer, acknowledging acceptance of their purchase order. This order confirmation will be sent no later than two (2) weeks from the date of the purchase order. Upon our acceptance, each order shall be governed by these conditions, forming a legally binding Contract between us and the Customer. Any amendments, modifications, or additional agreements require written approval from the supplier.
2.3 All orders placed by the Customer are subject to our confirmation. The supplier's written order confirmation is the final determining factor for the extent of the delivery. Any documents provided by us with the order confirmation, including illustrations, drawings, weight and dimension details, and information in our printed materials, are considered binding only if explicitly stated as such.
2.4 Unless otherwise stated in writing, descriptions of characteristics, for example in the context of preliminary negotiations, brochures or advertisements do not constitute a warranty as to characteristics or durability nor do they form a part of the contract.
Section 3
Prices
3.1 Our quoted prices are valid on an Ex-Works Rheine (Germany) basis, unless otherwise stated. All prices quoted do not include Goods and Services Tax (GST) or Value Added Taxes (VAT), and such GST or VAT at the prevailing rate shall be added to our quoted prices and shall be reflected in the order confirmation and invoice and shown separately as may be required by law.
3.2 Unless agreed otherwise, payment is due upon the issuance of our invoice and without discount.
3.3 In the absence of any special agreement the prices are quoted Ex-Works Rheine (Germany) including loading in the plant, but excluding packaging and unloading. If a significant change occurs in the prices for materials, wages or energy costs, either contracting party may demand a resettlement of the prices by negotiation.
3.4 For small orders we will charge a minimum quantity surcharge in accordance with the pricelist.
Section 4
Delivery dates, Acceptance, Transfer of Risk
4.1 Delivery of the goods shall be our factory on an Ex-Works Rheine (Germany), unless otherwise stated. Risk of damage to or loss to the goods shall pass to the Customer at the time the goods are placed at our factory as named in our order confirmation. Delivery dates are not binding if they are not explicitly stated as being binding in the order confirmation. The delivery date is complied with on departure from the factory.
4.2 In the event of delays in delivery arising from causes beyond our control, acts of God and due to events which make the delivery considerably more difficult or impossible for the supplier, including subsequent difficulties with the procurement of material, troubles in operation, strike, lockout, personnel shortages, lack of means of transport or official directives, etc., even if they happen to the supplier‘s contractors or subcontractors and even if periods and dates have been bindingly agreed. They entitle the supplier to postpone the delivery or service for the term of impediment plus an appropriate startup time or to withdraw from the contract fully or partially for the part not yet fulfilled. The supplier is not responsible for the circumstances described above if they occur during an existing delay either. The supplier will advise the buyer of the beginning and end of such impediments as soon as possible. Compensation in lieu of performance is excluded if the delay in delivery is not due to our deliberate action or our gross negligence.
4.3 The Customer is obligated to accept goods that are ready for dispatch. Failure to fulfill this obligation allows us to establish a grace period of up to maximum one week only. If the Customer fails to accept the goods within this grace period, we reserve the right, at our discretion, to terminate the contract or refuse fulfillment of the contract. In such cases, we, as the supplier, are entitled to seek compensation for any losses incurred, including costs related to assembly, disassembly, and special materials procured specifically for the order. Additionally, the Customer is responsible for the costs associated with storing the goods and bears the risks of loss or damage to the goods until the actual delivery takes place.
4.4 We are obliged to arrange the insurances demanded by the buyer on his request and at his cost. If the dispatch is delayed for reasons which the buyer is responsible for, the risk is also transferred to the buyer from the date on which the supplier is ready to dispatch.
4.5 If transportation costs are charged, the delivery is made carriage paid to place of destination. Further costs arising at the place of destination have to be covered by the buyer. Packaging materials are charged at cost and are not taken back.
Section 5
Reservation of Title
5.1 We maintain ownership of all goods supplied by us until full settlement of all claims arising from every contract between us. In the case of outstanding invoices, the reserved goods shall serve as security for our claims regarding the remaining payment balance.
5.2 If the Customer is not in default of payment to us, they are permitted to sell the goods in the regular course of business under standard conditions. In order to secure all of our claims arising from the business relationship, the Customer hereby transfers to us all of their claims to the sales proceeds resulting from the resale of the goods. We acknowledge and accept this transfer of claims. The Customer must inform us of the assigned claims, provide notice to the relevant debtors regarding the assignment, and furnish us with all necessary information to facilitate the collection of these claims. We hereby authorize the Customer to collect these claims on our behalf, with the understanding that we retain the right to revoke this authorization at our absolute
discretion.
5.3 The implementation of the reservation of title does not result in the termination of the contract.
Section 6
Warranty
6.1 The Customer is responsible for promptly inspecting the goods upon delivery and reporting any defects to us within 7 working days of receipt. This requirement applies even if there is a delivery of a different product or an incorrect quantity. Failure to report defects or discrepancies within the specified timeframe may result in the exclusion of warranty claims.
6.2 At our discretion, in cases where faults are acknowledged by us, we will provide free rectification of the fault (reworking) or deliver replacement goods that are free from faults (subsequent delivery).
6.3 The Customer expressly waives any further claims, including claims for compensation, such as loss of profits or damage to their assets.
6.4 If we negligently breach an essential obligation of the contract, our liability is limited to foreseeable damages resulting from such breach of obligation.
6.5 For faults that are not detectable within the aforementioned 7 working days stated in Clause 6.1, the Customer must immediately report them in writing once they are discovered. The warranty period is one year from the date of delivery. This warranty period also applies to any repaired or replaced goods, and it expires at the end of the remaining portion of the original warranty period.
6.6 Warranty claims are excluded if the fault is due to one of the following causes: Unsuitable or improper use, incorrect assembly or start-up by the buyer or third parties, natural wear and tear, incorrect or careless treatment, improper maintenance, unsuitable equipment, insufficient building work, unsuitable site, chemical, electrochemical or electrical influences unless they are responsibility of the supplier. Warranty claims are furthermore excluded if the Customer undertakes reworking, modifications or repairs without granting us the opportunity for reworking, or without obtaining our written consent.
6.7 In cases where the objection is justified, the supplier will bear the costs of the replacement part, including delivery, that are directly incurred through the repair or replacement.
6.8 Except for the explicit representations and warranties provided in this agreement, we do not make any other express or implied representations or warranties, whether in fact or in law. This includes the exclusion of any express or implied warranties of quality or fitness for a particular purpose. All other representations, warranties, terms, conditions, undertakings, or inducements related to the goods, whether express, implied, statutory, under common law, or otherwise, are hereby excluded to the maximum extent permitted by law.
6.9 We will not accept any responsibility relating to the suitability of our goods where inaccurate or incomplete information has been provided by the Customer.
Section 7
Copyright / Intellectual property
7.1 We retain all intellectual property rights and copyrights pertaining to the illustrations, drawings, samples, and other documents that we provide to the Customer. The Customer is granted the exclusive right to utilise them as specified in the contract. Any additional use or utilisation, including the transfer to third parties, requires our prior written consent.
Section 8
General Provisions and Applicable Law
8.1 Any amendments or additions to these Conditions must be made in writing and agreed upon by the authorized representatives of both parties. This requirement also applies to the amendment of this clause, which must be in written form.
8.2 If any part of these Conditions is deemed invalid, illegal, or unenforceable under the laws of any jurisdiction, it shall not affect the validity, legality, or enforceability of the remaining provisions. These Conditions shall remain in force, except that the invalid, illegal, or unenforceable provision shall be removed.
8.3 Customer shall not assign, transfer, or subcontract the rights or obligations under these Conditions or any part thereof to any third party without our prior written consent. However, we have the right to assign, transfer, or subcontract these Conditions or any part thereof to any third party.
8.4 These Conditions shall be governed and construed in accordance with the laws of Singapore.
8.5 The Customer and us hereby agree to submit to the non-exclusive jurisdiction of the Singapore courts.
8.6 A person or entity who is not a Party to the agreement between us and the Customer shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of the agreement, regardless of whether such
Edition: 1st June 2023