Conditions of Sale
Terms and Conditions of Sale ("Terms and Conditions") (For Customers in Singapore Only)
"22 Associates" means the 22 Associates Inc subsidiary company selling products to the Customer as identified in 22 Associates' Quotation or Invoice.
"Customer" means the person or legal entity identified in 22 Associates' Quotation or Invoice.
"Contract" means a contract for sale by 22 Associates to the Customer of the products and/or services incorporating the Terms and Conditions
"22 Associates-branded" means products that are distributed with authorised master dealership under the "22 Associates" brand, including all standard components thereof, BUT DOES NOT INCLUDE any of the following items:
- external devices, accessories or parts added to the 22 Associates-branded products after they are shipped from 22 Associates;
- accessories or parts that are not installed in the 22 Associates factory;
- Third Party Peripheral products.
"Order Confirmation" means formal acknowledgement of Product ordered by Customer, sent by 22 Associates.
"Price" means the price as per 22 Associates Quotation and Order Confirmation and the latter shall have precedence.
"Product(s)" means the products as described in Order Confirmation and may include 22 Associates-branded products, third party products and Service Offerings
"Service Offering (s)" means the different service options offered by 22 Associates for the Products or any part of them and for varying periods, as described in 22 Associates' published literature, including but not limited to 22 Associates' Invoice and/or 22 Associates' Service Description.
"Third Party Products" means products other than 22 Associates-branded.
2. FORMATION OF CONTRACT
2.1 No Contract shall come into existence until the Customer's order has been accepted by 22 Associates. The Customer warrants that it is buying for its own internal use only and not for re-sale purposes.
2.2 The Products sold and/or services rendered are subject to these Terms and Conditions to the exclusion of any other terms and conditions stipulated or referred to by Customer. The Customer acknowledges that it is aware of the contents of and agrees to be bound by these Terms and Conditions.
Neither 22 Associates' acknowledgment of a purchase order nor its failure to object to conflicting, different, or additional terms and conditions in a purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof
3. ORDERS, PRICE AND PAYMENT
3.1 Unless credit terms have been expressly agreed by 22 Associates, payment for the Products or services shall be made in full before physical delivery of Products or services.
3.2 Customer shall pay for all additional handling charges.
3.3 Customer shall bear all country, provincial, government, state and local sales, use, goods and services, value added, excise, privilege and similar levies/taxes.
3.4 Time for payment is of the essence. 22 Associates reserves the right to retrieve products or charge interest at the rate of 1.5% per annum on sums overdue.
3.5 Unless Customer and 22 Associates have agreed to a different discount, 22 Associates' standard pricing policy for 22 Associates-branded systems, which include both hardware and services in one discounted price, allocates the discount off list price applicable to the service portion of the system to be equal to the overall calculated percentage discount off list price on the entire system.
4. TITLE AND RISK
Title to and risk in the Products shall pass to the Customer upon delivery of the Products to Customer. Title to those Products, which are software, shall remain with the applicable licensor(s) at all times.
5.1 22 Associates shall deliver the Products to the place of delivery designated by Customer and agreed to by 22 Associates ("Place of Delivery").
5.2 22 Associates may, at its discretion, deliver the Products and Services by installments in any sequence. Where the Products and Services are so delivered by installments, each installment shall be deemed to be the subject of a separate contract and no default or failure by 22 Associates in respect of any one or more installments shall vitiate the Contract in respect of Products previously delivered or undelivered Products.
5.3 Any dates quoted by 22 Associates for the delivery of the Products are approximate only and shall not form part of the Contract. 22 Associates shall not be liable for any delay in delivery of the Products and/or services, howsoever caused.
5.4 22 Associates may revise and/or discontinue products at any time without notice as part of 22 Associates' policy of on-going product up-date and revision. Revised or updated products will have the functionality and performance of the Products ordered. The Customer accepts that 22 Associates' policy may result in differences between the specification of products delivered to the Customer and the specification of Products ordered.
6. ACCEPTANCE OF PRODUCTS
6.1 Unless the Customer notifies 22 Associates to the contrary on the day of delivery and such notification is confirmed in writing within two days, the Products shall be deemed to have been accepted by the Customer as being in good condition and in accordance with the Contract. The Customer shall not be entitled to withhold payment of all or any of the Price of the Products whilst any claim is being investigated by 22 Associates.
6.2 New 22 Associates-branded Products purchased under these Terms and Conditions directly from 22 Associates by an end-user Customer may be returned by Customer up to 7 days from the date the transaction is completed. It can be in the form of replacement or refund in accordance with 22 Associates' "Return Policy" in effect in the Location on the date of the invoice. The refund or credit will not include any shipping and handling charges forming part of the purchase price. Products returned under 22 Associates' "Return Policy must be received by 22 Associates in as-new or as-shipped-by-22 Associates condition, including conformance to invoiced specification, and all of the parts, accessories, and other items included with a Product must be returned with it.
7.1 Unless specified otherwise, 22 Associates warrants to the Customer that 22 Associates branded Products will from invoice date be free from defects in materials and workmanship affecting normal use up to the point when product(s) is being handed to the customer. Service and maintenance charge will be provided with no additional charges for a period of one year or such other period as may be set out in 22 Associates' invoice.
7.2 This free servicing and maintenance period does not cover damage, fault, failure or malfunction due to external causes, including accident, abuse, misuse, problems with electrical power, servicing not authorised by 22 Associates, usage and/or storage and/or installation not in accordance with Product instructions, failure to perform required preventive maintenance, normal wear and tear, act of God, fire, flood, war, act of violence or any similar occurrence; any attempt by any person other than 22 Associates personnel or any person authorised by 22 Associates, to adjust, repair or support the Products and problems caused by use of parts and components not supplied by 22 Associates. The free servicing and maintenance does not cover any items that are in one or more of the following categories: external devices; accessories or parts added to the Product after the Product is shipped from 22 Associates; accessories or parts that are not installed by 22 Associates; or additional Third Party Products purchased to facilitate the installation of the product.
8. SERVICE AND TECHNICAL SUPPORT
In respect of 22 Associates-branded Products, 22 Associates will provide general service and technical support to Customer in accordance with the then-current service and technical support policies in effect. Service and support offerings may vary from product to product. If Customer purchases optional services and support as listed on 22 Associates' invoice, 22 Associates will provide the optional service and support to Customer in accordance with the then-current terms and conditions in the optional service contract between 22 Associates and Customer (upon request) in addition to the standard service and maintenance.
22 Associates may, at its discretion, revise its general and optional service and support programs and the terms and conditions that govern them. 22 Associates has no obligation to provide service or support until 22 Associates has received full payment for the Product or service/support contract for which service or support is requested.
9.1 22 Associates shall not be liable in contract or in tort for any loss or damage suffered and consumer rights are limited to those set out in these Terms and Conditions and under statute.
9.2 To the extent permitted by law and subject to clause 9.6. 22 Associates' total liability herein in respect of each event or series of connected events shall not exceed the amount invoiced for the applicable total price paid for the purchase of Products and/or services under the Contract.
9.3 The Customer shall indemnify 22 Associates and keep 22 Associates fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or willful misconduct of the Customer, its employees, agents or sub-contractors or by any breach of its contractual obligations arising out of these Terms and Conditions.
9.4 To the extent permitted by law, 22 Associates and Customer agree that 22 Associates will not be liable for Products not being available for use. Any service response times stated by 22 Associates in service contracts are approximate only. 22 Associates shall not be liable to the Customer for a) any incidental, indirect, special or consequential damages, b) loss of opportunity, c) loss of revenue, d) loss of profit or anticipated profit, e) loss of business f) loss of contracts, g) loss of goodwill, h) loss arising out of business interruption, i) loss arising out of or in connection with pollution or contamination, all arising out of or in connection with the purchase, use or performance of Products or services, even if 22 Associates has been advised of their possibility.
9.5 To the extent permitted by law, any typographical, clerical or other error or omission in sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by 22 Associates shall be subject to correction without any liability on the part of 22 Associates.
9.6 Where under any applicable law, implied conditions and warranties cannot be excluded, 22 Associates' liability for breach of such conditions and warranties shall be limited, at 22 Associates' option, to:
(a) in the case of Products, the replacement of the Products or the supply of equivalent Products; the repair of such Products; the payment of the cost of replacing the Products or of acquiring equivalent Products; or the payment of the cost of having the Products repaired; OR
(b) in the case of services, the supplying of services again; or the payment of the cost of having services supplied again.
10. FORCE MAJEURE
Neither party shall be liable for any delay in performing any of its obligations under these Terms and Conditions if such delay is caused by circumstances beyond the reasonable control of the party so delaying, and such party shall be entitled to a reasonable extension of time for the performance of such obligations.
11. EXPORT RESTRICTIONS
Each party, at its own expense, will comply with all applicable laws, orders and regulations of any governmental authority with jurisdiction over its activities in connection with these Terms and Conditions and any Contract. Each party will furnish to the other party any information required to enable the other party to comply with applicable laws and regulations related to the Products. 22 Associates and Customer acknowledge that Products licensed or sold under any Contract are subject to export control laws and regulations, including those of the countries from which they were supplied and in which they are used and agrees to abide by those laws and regulations. Products purchased under any Contract may not be sold, leased or otherwise transferred to restricted end-users or to restricted countries.
In addition, the Products may not be sold, leased or otherwise transferred to, or utilized by, an end-user engaged in activities related to weapons of mass destruction, including but not necessarily limited to, activities related to the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons, missiles or support of missile projects, or chemical or biological weapons. The Customer and 22 Associates agree to comply with all applicable export laws, regulations and orders. In addition, each party agrees to indemnify, defend and hold the other harmless from any claims, demands or causes of action against the other due to the indemnifying party's violation or alleged violation of the applicable export laws, regulations and orders.
12. GOVERNING LAW
These Terms and Conditions shall be governed by and construed in accordance with the laws of Singapore and shall be subject to the non-exclusive jurisdiction of the courts of Singapore.
13.1 The Customer shall not assign or otherwise transfer any Contracts or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of 22 Associates. Any such unauthorised assignment shall be deemed null and void.
13.2 If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provisions in question shall not be affected thereby.
13.3 Save as expressly provided herein, these Terms and Conditions shall not be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
13.4 No Waiver. No failure or delay on 22 Associates' part in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right.
January 2015 Edition