Sales Terms and Conditions

1. DEFINITIONS:
In the following standard terms of Trading and Quotations (“this Contract”), “the Company” shall mean EICS Technology Pte Ltd (EICS), and “the Buyer” shall mean the person or entity purchasing “the goods and services”, being the goods and services the subject of this Contract. This is to be read in conjunction with the Quotation issued by EICS. All clauses in this document are deemed to be part of the Quotation and subsequent Purchase Order (“PO”) / contract issued by the customer unless otherwise agreed and stated explicitly in the Quotation or in any other document.

2. GENERAL:
Unless otherwise agreed in writing, the terms of this Contract shall be deemed incorporated in any order placed by the Buyer and any acceptance of a Buyer’s order by the Company shall be deemed subject to the acceptance by the Buyer of this Contract. In the event of any conflict arising between any terms in this Contract and any term which the Buyer might additionally seek to impose in relation to its order this Contract prevails.

3. QUOTATIONS
3.1 Quotation validity shall be stated as per the specific period stipulated in each and every Quotation.
3.2 Quotations are subject to Goods and Services Tax (“GST”) for local sales in Singapore.

4. TERMS OF PAYMENT
4.1 If credit is given, the settlement of account is payable within the given credit period of dispatch or collection of the goods regardless of the date that the Buyer receives an invoice or statement for the goods from the Company unless otherwise written in the acknowledged Quotation.
4.2 Any payment or part thereof remaining unpaid after such credit period shall in the absolute discretion of the Company carry interest thereon at the rate of two (2) percent per month and calculated daily.
4.3 Time is of the essence regarding the making of all payments.
4.4 Notwithstanding the imposition of interest charged pursuant to this clause, such interest charges shall not be regarded as allowing any time for payment of any amount owing but are agreed as constituting compensation payable to the Company because of delay in payment.
4.5 Notwithstanding the imposition of any interest charged in respect of monies unpaid, all such monies shall remain immediately due and payable to the Company and the Company will be entitled to take legal proceedings at any time for recovery of any money bearing interest charges pursuant to this clause.
4.6 In addition to the Company’s other rights set out in this clause, the Buyer agrees that the Company shall have the rights (although it shall not be bound to do so to suspend delivery to the Buyer of all or any outstanding orders if the Buyer is in default under this Contract.

5. DELIVERY & TRANSPORT
5.1 Unless otherwise agreed in writing, the Company reserves the right to charge the Buyer the cost of transportation of the goods to the destination which appears on the Buyer’s order. In all cases the Buyer warrants that in cases where delivery is to be made by road transport, sufficient and suitable access to the said destination including a road surface capable of withstanding the weight and size of the transport and loads involved is available. In the event of any additional costs or expenses being incurred by the Company, the full amount thereof will be payable on demand by the Buyer.
5.2 Whilst every effort is made to deliver goods on the dates or within the period mentioned in any quotation or order such as dates or periods shall be deemed
to be for information purposes only. It shall not form part of this Contract unless specifically agreed in writing and in absence of such a special agreement, the Company accepts no liability whatsoever for any loss or damage of whatever nature which may be suffered by the Buyer as a result of any failure on the part of the Company to deliver goods on or within such dates or periods. For imported products, the Company agrees to notify the Buyer of shipping/delivery dates as soon as practicable they become available.
5.3 The Company may make part delivery of goods and may invoice the Buyer for the goods provided.
5.4 The Buyer agrees to provide at his expense (if requested by the Company) assistance to the Company’s driver or Contract Carrier in off-loading heavier items.
5.5 The Buyer indemnifies the Company against any loss or damage suffered by the Company, its sub-contractors or employees as a result of delivery, except
where the Buyer is a consumer and the Company has not used due care and skill.

6. RISK AND INSURANCE
6.1 The risk in the goods will pass on to the Buyer immediately on the goods being dispatched and where the Company gives notification that goods have been
dispatched, the Buyer shall insure and keep insured the goods until such time till the goods have been paid in full.
6.2 The Buyer assumes all risk and liability for loss, damage or injury to person or to property of the Buyer, or third parties arising out of the use, installation or
possession of any of the goods sold by the Company. Unless recoverable from the Company, insurance will be purchased at the request of the buyer as per the contract.

7. GOODS AND WARRANTY
7.1 Warranty shall be negotiated and agreed upon prior to issuance of a PO by customers.
7.2 Subject to the conditions and limitation below, the Company warrants products of its manufacture to be free of defects in workmanship and/or materials at the time of delivery to the Buyer.
7.3 Any part, assembly or portion thereof found to be defective within the agreed warranty period from the date of commissioning or eighteen (18) months from date of shipment from our factory, whichever is the sooner, unless expressly stated otherwise in the quotation/acknowledged contract. This clause is applicable only if warranty is explicitly mentioned in the Quotation or in the acknowledged contract/PO.
7.4 The Company reserves the right to replace defective parts of the goods withparts and components of similar quality, grade and composition when an identical component is not available. The company further reserves the right to supply goods that contain refurbished or repaired parts. Goods presented for repair may be replaced by refurbished goods of the same type rather than being repaired. Refurbished parts may be used to repair the goods.
7.5 This warranty does not apply if: (i) the goods have not been paid for by the Buyer as per the credit terms provided; or (ii) the goods have been misused or neglected.
7.6 The Company assumes no responsibility under this warranty for the labour costs involved in the removal of defective parts, installation of new parts or service charges related thereto.
7.7 If a fault covered by this warranty occurs, the Buyer must first contact the Company at the contact address listed below.
7.8 Any warranty claim must be accompanied by: (i) proof of purchase; (ii) written details of the alleged defect; and (iii) appropriate documentation (such as installation and maintenance records etc).
7.9 The Company shall have the option of requiring the return of the defective part (transportation prepaid by the Buyer) to establish the claim.
7.10 The Company makes no warranties or representations other than set out in this clause 7.
7.11 The repair or exchange of the goods or part of the goods, is the absolute limit of the Company’s liability under this express warranty.
7.12 The Company’s contact details are: (i) 10 Admiralty Street #01-34 Northlink Building Singapore 757695 (ii) Phone number: (65) 6841 5833 (iii) Fax number: (65) 6841 6522 (iv) Email: [email protected] (v) Website: www.eicstech.com

8 LIABILITY
8.1 Except the terms of this Contract specifically state or as contained in any warranty provided in relation to the goods and services, this Contract does not
include by implication any other term, condition or warranty in respect of the quality, merchantability, acceptability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the goods or any contractual remedy for their failure.
8.2 Other than as stated in the Contract or any written warranty statement, the Company is not liable to the Buyer in any way arising under or in connection with
the sale, installation, use of, storage or any other dealings with the goods by the Buyer or any third party.
8.3 The Company is not liable for any indirect or consequential losses or expenses suffered by the Buyer or any third party, howsoever caused, including but not
limited to loss of turnover, profits, business or goodwill or any liability to any other party.
8.4 The Buyer acknowledges that: (i) it has not relied on any service involving skill and judgement, or on any advice, recommendation, information or assistance provided by the Company in relation to the goods or their use or application. (ii) it has not made known, either expressly or by implication, to the Company any
purpose for which it requires the goods and it has the sole responsibility of satisfying itself that the goods are suitable for the use of the Buyer.

9. ACCEPTANCE:
The Buyer shall inspect the goods within forty eight hours of delivery and shall within seven (7) days from the date of inspection give written notice to the
Company by reason that the goods are not in accordance with any order or quotation. If the Buyer fail to give such notice then subject to the extent permitted by statute the goods shall be deemed to have been accepted by the Buyer and the Buyer shall pay for the same in accordance with the previsions hereof.

10. DEFAULT AND DAMAGES
10.1 It is an act of default if: (i) any distress execution or other legal process being levied upon any of the Buyer’s assets; (ii) the Buyer entering into any agreement or composition with his creditors, committing any act of bankruptcy or, being a company, entering into liquidation or have a winding up petition presented against it, calling a meeting of its creditors or suffering the appointment of a Receiver or Administrator in respect of the whole or any part of its undertaking or assets; (iii) non-payment by the Buyer of any monies due from it to the Company. (iv) an order is cancelled by the Buyer after manufacture and/or picking of the order has commenced.
10.2 In the event of a default by the Buyer, the company may determine this Contract void or suspend any further deliveries and shall be entitled to recover as
damages from the Buyer the following: (i) the value including any work completed or goods manufactured at the date of determination; (ii) the value of any work begun or goods begun to be manufactured at the date of determination; (iii) the value of any work begun or goods begun to be manufactured but not
completed at the date of determination including the cost of materials, labour, overheads and profit in connection therewith; (iv) a sum representing any further profit which the Company would have made on the Contract but for its determination such profit to be determined by the Company’s Auditors whose decision shall be conclusive and binding on the Buyer.

11. STORAGE:
If for any reason the Buyer fails to take possession of the goods within seven (7) days from the date on which the Buyer is notified that the goods or part thereof are ready for delivery, then notwithstanding clause 6.1 and 15.2 risk in the goods shall pass to the Buyer and the Company shall be entitled to payment for the goods in accordance with the provisions hereof. In the event that the Buyer fails to take possession of the goods within the said period of seven (7) days, the Company may arrange storage of the goods at its warehouse or some other suitable place and all costs of an incidental nature to which storage shall be to the account of the Buyer.

12. SET OFF:
The Buyer shall not be entitled to withhold or set off payment of any amount due to the Company under any terms of the Contract whether in respect of any claim of the Buyer in respect of faulty or defective goods or for any other reason which is contested or liability for which is not admitted by the Company.

13. FORCE MAJEURE CLAUSE:
In the event of war, invasion, act of foreign enemy, hostilities (whether war has been declared or not), civil war, rebellion, revolution, insurrection or military or
usurped power, the Company shall be relieved of liabilities incurred under this Contract wherever and to the extent to which the fulfilment of such obligations is
prevented, frustrated or impeded as a consequence of any such event or by any statute, rules, regulations, order or requisitions issued by any government
department, council or duly constituted authority or from strikes, lockouts, breakdown of plant or any other causes (whether or not of a like nature) beyond the
Company’s control. If an event of force majeure occurs, the Company may suspend or terminate the Contract by written notice to the Buyer.

14. GST AND OTHER TAXES:
All Singapore sales shall be subject to GST prevailing at the time of the issuance of the Invoice.

15. RECOVERY COSTS:
The Buyer shall pay all accounting fees, legal, administrative costs and expenses incurred by the Company, its legal advisers, mercantile agents and others
in respect of overdue accounts or other defaults in respect to this Contract.

16. JURISDICTION:
This Contract shall be governed by and interpreted in accordance with the laws of Singapore unless otherwise stated in the agreed contract.

17. CONFIDENTIAL INFORMATION
17.1 “Confidential Information” means all price lists, terms and conditions of sale, promotional strategies and information about the products supplied by the
Company which may be disclosed by the Company to the Buyer at any time but does not include information which: (i) is or has become publically available otherwise than due to disclose in breach of this Contract; (ii) is received from a third party and was not acquired directly or indirectly from either party in breach of an obligation of confidence.
17.2 The Buyer must: (i) only use the Confidential Information for the benefit of the Company and for the purpose of ordering goods from the Company; and (ii) keep the Confidential Information confidential except for disclosure required by law or to employees who have been directed to keep the Confidential Information confidential and (iii) ensure that any employee to whom the Buyer discloses the Confidential Information, keeps the Confidential Information confidential and only uses it for the benefit of the Company and for the purpose of ordering goods from the Company; and (iv) return any Confidential Information on request of the Company.

18. VALIDITY:
If any covenant or obligations of this Contract shall be or become invalid or unenforceable, the remaining covenants and obligations shall not be affected
thereby and each covenant and obligation of this Contract shall be valid and enforceable to the fullest extent by the law.

19. WAIVER:
The Company’s failure to enforce any of the terms of this Contract shall not be construed as a waiver of any of the Company’s rights.

20. ASSIGNMENT:
20.1 The Company may assign and/or novate its rights and/or obligations under these Conditions and any Contract to any third party without the Buyer’s consent.
20.2 The Buyer may not assign its rights and/or obligations under these Conditions and any Contract to any third party without the Company’s consent. A change in control or in the beneficial ownership of the Buyer will be deemed to be an assignment.