1.1 All contracts tender offers and quotations for the sales of Goods (as herein defined) by CHRISNETIC PTE LTD (herein called ‘the Seller’) incorporate the following terms and conditions to the entire exclusion of all terms conditions warranties and stipulations which the Buyer may seek to incorporate notwithstanding that the Buyer’s terms and conditions seek to exclude any others.
1.2 Any acceptance or confirmation of a contract or order by the Seller shall be deemed to be an acceptance by the Buyer of these conditions of sale.
1.3 These conditions may not be varied or added to in any way by the Buyer unless express agreement has been given by the Seller in writing to any such variation or addition.
1.4 The Seller’s prices are calculated on the basis of these conditions and any such variation or addition can normally only be agreed subject to an appropriate increase in price.
2.1 In these conditions of sale the following expressions shall have the following meanings:-
2.2 “Goods” means and includes goods the supply of services and the provision of servicing and maintenance.
2.3 “Buyer Furnished Goods” means goods equipment designs drawings and other material supplied by the Buyer to the Seller for the purposes of any contract or order placed by the Buyer.
2.4 “Delivery” means the date and time on which the Goods are ready for dispatch ex works from Seller’s premises.
3.1 No contract tender offer quotation or order will be binding upon the Seller unless and until acceptance of the Buyer’s order has been confirmed in writing by the Seller whether the order is in response to an offer or quotation of the Seller or not. Any tender offer or quotation of the Seller is an invitation to treat valid only for the period stated therein or where no such period is stated valid for 30 days from the date thereof. Such
period may be extended only with the prior express agreement of the Seller in writing.
3.2 Any period for Delivery contained in any tender offer or quotation of the Seller is subject to confirmation in the Seller’s acceptance or confirmation of order after receipt by the Seller of a contract or order together with all relevant Buyer Furnished Goods.
3.3 While the Seller undertakes to use its reasonable endeavours where Goods ordered have special design or adaptation content for the Buyer any period for Delivery given by the Seller is on a best estimate basis and no warranty or assurance as to the date or time of Delivery is given or to be implied.
3.4 The design of Goods will be in accordance with the Seller’s ability to devise or offer Goods consonant with the Seller’s stated objectives having regard to the state of the art at the time.
3.5 Goods are unless otherwise specifically agreed in writing signed by a duly authorized representative of the Seller supplied to the specifications and performances as set out in the Seller’s price list.
3.6 Such time as is lost through the Buyer’s fault or delay in delivery of Buyer Furnished Goods shall be added to the period for Delivery contained in any tender offer or quotation of the Seller or in any contract or order.
4.1 The Seller will notify the Buyer when Goods are ready for Delivery.
4.2 The Seller will carefully inspect all Goods prior to Delivery to ensure freedom from defects and general compliance with the contract or order. The Buyer may at any time prior to being notified that the Goods are ready for Delivery upon written request to the Seller inspect the Goods at the Seller’s premises.
4.3 The Buyer must examine the Goods immediately upon Delivery and within seven days of Delivery notify in writing the Seller of any alleged shortages in Delivery or defects in the Goods and in default the Buyer will be deemed to have examined and accepted the Goods.
4.4 The Buyer shall indemnify the Seller from and against all additional costs occasioned to the Seller as a result of the Buyer refusing or being unable to take Delivery within five days after being notified by the Seller
pursuant to paragraph 4.1 above.
4.5 Under no circumstances shall the Seller be or become liable financially or otherwise for the consequences of any delay in Delivery nor shall the buyer by entitled to refuse Delivery on the grounds of any such delay.
5.1 Any and all Goods supplied by the Seller to the Buyer will save as shown in paragraph 5.2.1 below if proved to be defective within six months from the date of Delivery PROVIDED THAT such defect is notified in writing to the Seller within ten days of the same becoming known to the Buyer AND PROVIDED THAT the Goods have not been tampered with by the Buyer or any third party be repaired or replaced (as the
Seller may in its absolute discretion elect) free of charge for any part thereof which needs repair or replacement by reason of defective material or worksmanship.
5.2 This warranty is conditional upon:
5.2.1 The proper use and maintenance of Goods in accordance with the instruction manual or other notices
issued in respect of it.
5.2.2 Particulars of the defect and the model and serial number shown on the Seller’s identification plate or if one a sufficient description thereof being sent to the Seller with the notification of the defect.
5.2.3 The part or parts alleged to be defective being returned if so requested to the Seller forthwith carriage and freight prepaid.
5.2.4 Any costs incidental to the repair or replacement of a defective part being charged for at the Seller’s usual rate for such work to the Buyer.
5.2.5 The Seller being hereby expressly released from liability for any expense which the Buyer may incur in removing or having removed or in replacing or having replaced any such part or parts or in fitting or having fitted any new part or parts supplied in lieu.
5.3 The Seller is hereby expressly released from all liability for loss or damage including consequential loss or damage howsoever caused arising out of any delay in Delivery mis-delivery or failure of the Goods.
5.4 If the acceptance of obligations by the Seller over and above those set forth in this condition is required by the Buyer the Seller is prepared to consider undertaking the same but subject to an increase in the price.
5.5 All liability howsoever implied by statute or common law as to the quality of Goods or their fitness for purpose or correspondence with description or sample is excluded in return for the warranty set out at paragraph 5.1.
5.5.1 The Buyer accepts that he is not relying upon the Seller’s judgement as to the fitness of the Goods for any specific purpose of the Buyer or in any specific working conditions save as set out in the Seller’s quotation or as set out in the Seller’s price list.
5.5.2 The Buyer accepts that he is not placing an order in reliance upon any promise representation or inducement on the part of the Seller other than those set forth in the quotation or the Seller’s price list or the Seller’s published technical specifications.
5.6 The Seller shall not be liable for any consequential loss or loss of profit howsoever arising to the Buyer the Buyer’s staff or any third party and shall be indemnified by the Buyer insofar as the Goods are concerned from and against all liability howsoever in respect thereof arising from the use by the Buyer the Buyer’s staff or any third party.
5.7 Each exclusion or limitation of liability in this condition 5 or any paragraph thereof:-
5.8 Shall be construed as separate distinct and severable.
5.9 The Buyer shall be solely responsible for and shall keep the Seller indemnified against all liabilities, costs, claims and expenses howsoever arising incurred by the Seller in relation to any use of the Goods otherwise than in strict accordance with the Seller’s operating instructions.
5.10 The Seller shall not be liable to the Buyer or any third party for, and the Buyer shall keep the Seller indemnified against, all losses, liabilities, costs, claims, and expenses incurred by the Seller arising from any aspect of the installation or use by the Buyer or any third party of the Goods (or any equipment or machine incorporating the Goods) except to the extent that the same arise from an alleged defect in the Goods or any part thereof.
Title, Risk of Loss and Insurance
6.1 The property and risk in all Goods shall pass on Delivery.
6.2 Where under any contract or order the Seller agrees to dispatch the Goods Delivery shall be made on handling the Goods to the carrier.
6.3 Where the Buyer collects the Goods Delivery shall be made when the Buyer or the Buyer’s agent picks up the Goods.
6.4 Buyers Furnished Goods are NOT insured by the Seller unless specifically requested by the Buyer and agreed in writing signed by a duly authorized representative of the Seller.