Terms of delivery

The following words will bear the meanings ascribed unless otherwise defined in the Contract:

• “Seller” means Gemu Valves Private Limited.
• “Buyer” means such party entering into a Contract with the Seller.
• "Conditions” means the terms and conditions hereinafter appearing.
• "Contract” means the written contract for the sale of the Goods between the Seller and Buyer, represented by Seller’s quotation accepted by Buyer, Buyer’s purchase order duly accepted by the Seller, or such agreement duly accepted by the authorized representatives of the parties all of which are expressed to incorporate or be subject to these Conditions.
• “Goods” means valves, diaphragms, components and such other products as the Seller may sell and market from time to time.
• “E.X.W.” means an Incoterm (International Commercial Terms) where the Seller makes the Goods available at their premises or another named place, and the Buyer is responsible for all costs and risks from that point on.
• “GEMÜ shipping point” means the Seller’s warehouse at [25 International Business Park, German Centre #03-73/75, Singapore 609916] or such other address for collection of the Goods as stipulated in the Contract or otherwise communicated in writing by the Seller to the Buyer.
• “Territory” means the countries comprised in the Association of Southeast Asian Nations (ASEAN).

2.1 These Conditions shall govern each Contract unless otherwise agreed in the Contract.

2.2 The Buyer shall place no reliance on all or any representations made by the Seller’s employees or agents concerning the storage, application or specifications of the Goods unless specifically incorporated in the Contract or contained in the sales literature of the Seller.

2.3 No variation to the Contract or these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.

2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

2.5 The Buyer shall be responsible for ensuring the accuracy all information necessary to enable the Seller to perform each Contract efficiently.

3.1 Except as otherwise stated in a Contract, all prices are E.X.W. GEMÜ shipping point.

3.2 The price is exclusive of any applicable Goods & Services tax (GST) or other tax, which the Buyer shall be additionally liable to pay to the Seller.

3.3 The Seller may by notice to the Buyer at any time before delivery for each Contract, increase the price of the Goods to reflect any increase in the cost to the Seller due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, increase in GST or other tax, significant increase in labour, material or other costs connected with the fulfillment of the Contract, any change in delivery dates, quantities or specifications for the Goods requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

3.4 The Buyer shall make payment to the Seller within the time period stipulated in the Contract or the Seller’s invoice failing which the Buyer shall pay accrued interests calculated at the rate of two percent (2)% per month (calculated on a daily basis) from the time period stipulated in the Contract or the Invoice.

3.5 The Seller shall be entitled in all Contracts :-
a) To recover from the Buyer the price of the Goods notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer:

• upon the due-date stipulated in a Contract; or
• if the Buyer wrongfully refuses to take delivery of the Goods.

• cancel the Contract or suspend any further deliveries to the Buyer;
• appropriate payment made by the Buyer on other Contracts to the Contract in question.

4.1 The Seller shall deliver the Goods by availing the same for collection by the Buyer and/or its agents at GEMÜ shipping point on the delivery date stipulated in the Contract.

4.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract. Seller may deliver the Goods in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

4.3 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions then, without prejudice to any other right or remedy available to the Seller, the Seller may:
(a) store the Goods and charge the Buyer for the reasonable costs (including insurance) of storage; or
(b) sell the Goods by public or private sale in diminution of the Buyer’s indebtedness to the Seller under the Contract (after deducting all reasonable storage and selling expenses) or account to the Buyer the proceeds from such sale in the event that the Seller has fully paid the invoice.

5.1 Until Buyer has completed payment for the Goods, title and ownership to said Goods shall remain with the Seller and its assigns, and the Seller hereby reserves and Buyer hereby grants to the Seller a purchase money security interest in the Goods.

5.2 If the Buyer defaults in the payment of any part of the purchase price as herein provided at any maturity date as to any payment or fails to comply with or defaults in any of the material provisions of these Conditions or the Contract, or in the event that a petition for a receiver or in reorganization or in bankruptcy is filed by or against Buyer, or whenever the Seller or its assigns shall deem themselves insecure, then in any such event the full amount of the purchase price remaining unpaid shall become immediately due and payable at the option of the Seller or its assigns, and the Buyer agrees to return said Goods on demand, if not yet fully paid for, and the Seller or its assigns may without notice of demand and without any legal process enter into any premises where the Goods are located to take immediate possession thereof and to make such disposition deemed by the Seller or its assigns as desirable. The Goods may be sold by prior notice at public or private sale, with the right in the Seller or its assigns to bid in such sale, and the proceeds thereof less expenses shall be credited to the amount unpaid. The Buyer agrees to pay the difference between the value of the Goods sold and all costs incurred, legal or otherwise, as a result of the breach of this Contract.

5.3 Until payment for the Goods has been completed, Buyer may not sell, transfer, convey, pledge, hypothecate or otherwise use the Goods as security for any borrowing or for any other purposes. A violation of this provision shall cause an immediate default of Buyer's obligations and the Seller reserves all rights to terminate this Contract with immediate effect without prior notice to the Buyer.

6.1 Unless otherwise agreed to by the parties in writing, all sales of the Goods are for use or re-sale within Territory.

6.2 The Buyer shall comply with all applicable laws, rules and regulations in relation its purchase, re-sale or use of the Goods within the Territory.

6.3 Each Contract is made subject to the Singapore’s export control laws, rules and regulations concerning the export of Goods (including without limitation, the Strategic Goods (Control) Act and the United Nations Security Council Sanctions) and such other export control laws, rules and regulations affecting the Seller (collectively the “ Export Control Laws”) as may be imposed from time to time. The Buyer agrees and undertakes that it will not export, directly or indirectly, the Goods to any country, entity, or individual for which the government which is prohibited under the Export Control Laws, and will obtain all relevant export license or other governmental approval at its own cost where required.

6.4 The Seller may refuse to manufacture or deliver all or any Goods notwithstanding the Buyer’s payment on the relevant Contract. In such event, the Seller’s obligation is limited to refunding the price paid on such Goods.

Buyer shall specifically insure the Goods against ”all risks,” subject to normal exclusions, from the time that the risk of loss passes to Buyer, during the loading of Goods to carrier, transport and unloading, and continuously thereafter until all amounts owed by Buyer to the Seller are paid in full to the Seller. Evidence of such insurance satisfactory to the Seller shall be submitted by Buyer prior to shipment or the Seller may procure such insurance at Buyer's expense.

8.1 The Seller warrants the Goods to be free from defects in workmanship and/or materials for a period of one (1) year from the date of shipment to Buyer. This warranty does not extend to parts or components not manufactured or processed by the Seller, although the Seller will to the extent possible pass to Buyer the benefit of any guarantee or warranty given to the Seller in respect of such parts or components. No Goods may be returned without the express prior written approval of the Seller after a determination by the Seller that such Goods are defective because of poor workmanship or defective materials. The Seller shall credit or make adjustment to the purchase price of the Goods or replace or repair, at its option, any defective Goods or portions thereof. In the event that the Seller determines in its sole discretion that the defect is attributable to any cause other than poor workmanship or defective materials (including, but not limited to, misuse or abusive operation of the Goods), then the Seller shall have no obligation whatsoever with respect to repair or replacement of the defective Goods and the warranty described herein shall be void and of no force and effect.

8.2 EXCEPT AS NOTED IN PRECEDING PARAGRAPHS, THE PARTIES AGREE THAT THERE IS NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTIES BY THE SELLER, EITHER EXPRESSED OR IMPLIED, OR ANY AFFIRMATION OF FACT OR REPRESENTATION WHICH EXTENDS BEYOND THE DESCRIPTION GIVEN BY THE SELLER IN WRITING.

8.3 THE MAXIMUM DAMAGES RECOVERABLE UNDER ANY LEGAL THEORY, WHATSOEVER, IN THE EVENT OF BREACH OF ANY WARRANTY BY THE SELLER, EXPRESSED OR IMPLIED, OR OF EACH CONTRACT OR UNDER ANY CIRCUMSTANCES SHALL BE LIMITED TO THE PURCHASE PRICE OF THE GOODS. BUYER AGREES THAT NO OTHER REMEDY (INCLUDING, BUT NOT LIMITED TO, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR LOST PROFITS, LOST SALES, OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL LOSS) SHALL BE AVAILABLE TO IT UNDER ANY CIRCUMSTANCES.

8.4 WARNING - The Seller’s Goods are designed and manufactured with experienced and quality workmanship, using quality materials; The Seller’s Goods have been designed to meet all applicable standards. These Goods are available with components of various materials and they should be used only in services recommended in the Seller’s catalog or by the Seller’s engineer given in writing and forming an express term of the Contract. MISAPPLICATION OF THE PRODUCT(S) MAY RESULT IN INJURIES OR PROPERTY DAMAGE. A selection of valve components of the proper material consistent with the particular performance requirement is important for proper application. Examples of a misapplication or misuse of the Seller’s diaphragm valve includes using it in an application in which the pressure/ temperature rating exceeds or fails to maintain the valves as recommended.

9.1 Neither party shall be liable for any failure or delay in the performance of its obligations under a Contract (except for payment obligations) if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, declaration of war, terrorism, civil unrest, strikes or other labor disturbances, pandemics, epidemics, earthquake, government actions or restrictions, failure of suppliers, or interruption or failure of utility services (a "Force Majeure Event").

9.2 The affected party must promptly notify the other party in writing of the occurrence of a Force Majeure Event and use all reasonable efforts to mitigate the effects of the delay or failure.

9.3 If a Force Majeure Event continues for a period of more than thirty (30) consecutive days, either party may terminate the affected Contract upon written notice to the other party without further liability, except for obligations accrued prior to the effective date of termination.

Unless otherwise specifically agreed in writing, risk of loss of the Goods shall pass from the Seller to Buyer when the Goods or any portion thereof, properly packed and secured in such a manner as to reach their destination in good condition under normal conditions of transport, are placed in the possession of the Buyer or its carrier at GEMÜ shipping point.

11.1 Each Contract constitutes the entire agreement of the parties with respect to the terms and conditions of sale of the Goods specified in the Contract, and supersedes any other agreement, representation or statement made by the Seller not contained in the Contract.

11.2 No modification to a Contract nor these Conditions shall be binding upon the parties unless in writing and signed by the party to be bound. The requirement that any modification will be in writing cannot be waived.

11.3 Any terms and provisions contained in any document of the Buyer which are inconsistent with these Conditions shall not be binding on the Seller and shall not be considered applicable to the sale or shipment of the Goods.

11.4 No agent, employee or representative of the Seller other than its officers has any authority to bind the Seller to any affirmation, representation or warranty concerning the Goods sold under any Contract and unless set forth in the said Contract.

The Seller and Buyer undertake to maintain strict confidentiality of all information acquired during the performance of each Contract and undertakes not to use nor disclose the same unless compelled by a Court order or save where such information has become public domain.

The Buyer shall be liable for all legal costs and expenses incurred by the Seller in recovering any amount payable under a Contract. Such costs shall include, but are not limited to, legal costs, court fees, enforcement fees, and any associated collection costs. Additionally, this clause requires the Buyer to pay all costs and expenses incurred by the Seller on a full indemnity basis in connection with any enforcement of rights or late payment, including but not limited to legal fees and enforcement costs. The Buyer acknowledges and agrees that all such costs are payable in full and in addition to the outstanding amount.

Waiver by the Seller of a breach by Buyer of any Contract shall not be deemed a waiver of other or future Contracts.

No right or interest in any Contract shall be assigned by Buyer without the written consent of the Seller, and no delegation of any obligation by Buyer shall be made without the written permission of the Seller. Any attempted assignment or delegation shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph.

The validity and interpretation of this Contract shall be governed by the laws of Singapore.

If any paragraph or part thereof is determined to be invalid, all remaining paragraphs of these Conditions and all terms not invalidated shall be considered severable from the invalidated provision.

18.1 Any dispute, controversy, or claim arising out of or relating to a Contract or these Conditions by the Buyer, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC rules in force at the time of the submission of the notice of arbitration, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The tribunal shall consist of a sole arbitrator who shall be a qualified lawyer admitted to practice in Singapore with no less than fifteen (15) years of experience in civil litigation. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding, save that either party may seek judicial review only on grounds of plain error of law or abuse of discretion on factual findings. The Buyer agrees to waive any right to rely on laws or statutes allowing exception to arbitration.

18.2 Notwithstanding the foregoing, in the event of non-payment for Goods or other sums due from the Buyer, the Seller may, at its sole discretion, initiate legal proceedings in:
(a) the courts of Singapore, to whose jurisdiction the Buyer irrevocably submits; or
(b) the courts of the jurisdiction where the Buyer is domiciled or carries on business.
The Buyer waives any objection to such jurisdiction or venue and agrees that service of legal process may be effected by registered or certified mail to its address as in the Contract or such other address as the Seller may reasonably determine.