Terms & Conditions for Supply of Services
1.1. In these Conditions the following words have the meanings shown:
"Client" means the person, firm or company named in the Contract as defined below.
"Company" means, individually and collectively, SLS Bearings (S) Pte. Ltd. and/or any of its related corporations, associated or subsidiary companies, as the case may be.
“Conditions” means these Terms & Conditions for the supply of Services by SLS Bearings.
"Contract" means the agreement between the Company and the Client for the supply of Services from the Company to the Client, made in accordance with Clause 1.5 below and comprising a Confirmed Order and these Conditions, and “Contracts” shall be construed accordingly.
“Confirmed Order” is defined in Clause 1.5 below.
"Services" means all manner of services supplied by the Company to the Client pursuant to these Conditions.
“Intellectual Property” means the trade marks, copyright, patents, proprietary information, design rights, and all other intellectual and industrial property rights owned by the Company, whether registered or not.
“Party” means the Client or the Company; “Parties” means the Client and the Company collectively.
The words “include” or “including” shall not be construed to have any limiting effect.
1.2. Unless agreed otherwise in writing between the Company and the Client, these Conditions shall be incorporated in all Contracts of the Company to supply Services and together with the details of the Confirmed Order, shall be the sole terms and conditions under which the supply of Services takes place. All other terms, conditions or other representations, whether written or oral, are excluded from the Contract(s) between the Client and the Company, including any terms and conditions which the Client may purport to apply under any order or Confirmed Order for the supply of Services. In the event of any conflict or inconsistency between a term proposed by the Client which is contained in any Confirmed Order, and a term of these Conditions, the term of these Conditions shall prevail to the extent of the conflict or inconsistency, unless the term of the Confirmed Order has been expressly accepted by the Company in writing as a variation of these Conditions pursuant to Clause 1.3 below.
1.3. The Conditions shall prevail unless expressly varied in writing and signed by a Director on behalf of the Company.
1.4. No statement, description, information, warranty, condition or recommendation contained in any proposal, document, advertisement or communication or made verbally by any of the agents or employees of the Company shall be construed to vary in any way any of the conditions under the Contract unless otherwise agreed in accordance with Clause 1.3 above.
1.5. Any written quotation, estimate and/or proposal for the supply of Services shall be an invitation to treat and no binding contract shall be created until the Company has acknowledged the request for Services in writing and confirmed its acceptance in writing (“Confirmed Order”). The Company reserves the right to reject any request for Services in whole or in part at its discretion.
2.1. The price payable for the supply of Services shall, unless otherwise stated by the Company in writing and agreed on its behalf, be as stated in the Confirmed Order.
2.2. There will be no refund or reduction in the price stated in the Confirmed Order under any circumstances, unless expressly agreed to by the Company in writing and signed by a Director on behalf of the Company.
2.3. All prices are exclusive of Goods and Services Tax and all other applicable taxes and other charges. The Client shall be liable for all and any local taxes and/or charges as appropriate.
2.4. The Company shall be entitled to invoice the Client by post or email for the price of the Confirmed Order in the Singapore Dollar or such other currency as the Company shall agree in writing.
2.5. The Company has the right to invoice the Client for any additional costs resulting from any alteration made by the Client to the supply of Services subsequent to the Confirmed Order. Any such additional costs may be invoiced by the Company in Singapore Dollars or such other currency as the Company shall agree in writing. For the avoidance of doubt, the Company reserves the right to accept or reject any or all alteration(s) requested by the Client subsequent to the Confirmed Order, which if accepted, shall be in writing pursuant to Clause 1.3 above.
3. ADDITIONAL COSTS
3.1. The Client agrees to pay for any extra costs above the price stated in the Confirmed Order which are directly or indirectly incurred by the Company through the Client's instructions or lack of instruction or through any act or default on the part of the Client, its servants or agents.
4. TERMS OF PAYMENT
4.1. All payments due under any Contract must be made by the Client within thirty (30) days of the date of invoice from Company, unless otherwise agreed in writing between the Client and the Company. The Client shall not be entitled to exercise any set off, lien or any other similar right or claim.
4.2. If the supply of Services is carried out in stages, the Company shall be entitled to invoice the Client at the completion of each stage and payment shall be due in accordance with Clause 4.1 above in respect of each invoice.
4.3. Any failure by the Client to pay any due instalment in accordance with the Contract shall cause the whole of the price for the Contract to become due forthwith without any notice.
4.4. Prompt payment shall be a condition precedent to the subsequent stages of the supply of Services due under any Contract.
4.5. Without prejudice to any other rights it may have, the Company is entitled to charge and to be paid interest at 2% above the then-current base rate of DBS Bank Limited on any overdue payment of the price of the Contract or the price of any instalments thereof.
5. INTELLECTUAL PROPERTY
5.1. The Client agrees, acknowledges and undertakes that nothing in a Contract shall give the Client the right to use, reproduce, adapt or exploit any of the Company’s Intellectual Property, including any materials (written or otherwise) that may be supplied by the Company to the Client in the performance of the Contract, and the Client shall have no such rights unless separately granted by the Company in writing in the form of a licence agreement.
5.2. The Client agrees, acknowledges and undertakes that the Company owns and retains all rights, including intellectual property rights, to all work, if any, created by the Company in its performance of the Contract.
6.1. To the greatest extent permitted by local laws and regulations, the Company shall not be liable (whether or not the Company has been advised of the possibility of such loss) in contract, tort, negligence or otherwise howsoever arising for any claim, damage, loss or costs in respect of:
6.1.1. any losses special to the Client, any direct loss of profits, any direct loss of turnover and/or any direct loss of revenue; and
6.1.2. any indirect or consequential loss or damage howsoever caused including without limitation any losses special to the Client, any loss of profits, loss of turnover, loss of revenue, loss of business and/or loss of data and for the avoidance of doubt, the sub-clauses in this Clause 6.1 are intended and agreed by the Client to be severable.
6.2. Subject to Clause 6.1, the aggregate liability of the Company (whether in contract, tort, negligence or breach of statutory duty or otherwise) to the Client for any and all loss, damage, liability, costs, and/or expenses, arising as a result of or in connection with the Contract, shall be limited to the price of the Contract.
6.3. The Client shall be liable for and shall indemnify the Company against any and all loss, damage, liability, costs (including legal costs on an indemnity basis), and/or expenses, including those arising from any claims by a third party, arising as a result of or in connection with any act, omission, negligence, and/or breach of the terms of the Contract or otherwise through the default of the Client.
7. DEFAULT OR INSOLVENCY OF CLIENT
7.1. In the event that:
7.1.1. the Client shall be in breach of any of its obligations under the Contract;
7.1.2. any distress or execution shall be levied on the Client's property or assets; or
7.1.3. the Client (an individual or partnership) shall make or offer to make any voluntary arrangement or composition with its creditors or become bankrupt or if any bankruptcy petition be presented against him;
7.1.4. (if the Client is a company) the Client has an administrative receiver or administrator or judicial manager appointed or makes a voluntary arrangement with its creditors or commences to be wound up; or
7.1.5. otherwise if the Client fails to pays its debts as and when they fall due; or
7.1.6. such equivalent event in Clauses 7.1.1 to Clause 7.1.5 occurs to the Client in its local jurisdiction;
the Company at its discretion and without prejudice to any other right or claim may by notice in writing forthwith terminate wholly or in part any and all of the Contracts between the Company and the Client or may (without prejudice to the Company's rights subsequently to terminate the Contract for the same cause should it so decide) by notice in writing suspend any further supply of Services.
8.1. Any waiver of rights by the Company shall be in writing and signed by an authorised representative of the Company. The waiver by the Company of any right or the failure by the Company to exercise any right or to insist on the strict performance of any provision of the Contract shall not operate as a waiver of, or preclude any further exercise or enforcement of any other right or provision of the Contract.
9.1. Each provision of the Contract is severable and distinct from the others. The Parties intend that every such provision shall be and remain valid and enforceable to the fullest extent permitted by law. If in any particular case any of these conditions shall be held to be invalid or shall not apply to the Contract, the other conditions shall continue in full force and effect.
10. THIRD PARTY RIGHTS
10.1. A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
11.1. The Client may not assign, sub-contract or in any way dispose of its rights or obligations under the Contract without the prior written consent of the Company.
12.1. Any notice required to be served under the Contract shall be served on:
12.1.1. the Company at its registered office in Singapore or such other address as the Company may from time to time notify to the Client; and
12.1.2. on the Client at the address notified to the Company in the Contract. The Client is responsible for notifying the Company in writing of any change of address, email address or fax number from those in the Contract.
12.2. Any such notice served by hand or registered post shall be deemed to have been served upon written acknowledgement of receipt by an employee or agent of the recipient. In the case of service by email, when the email is available to read in the recipient's inbox and in the case of facsimile when the addressee's machine acknowledges receipt thereof provided that a copy of the notice or communication is also put into the post in accordance with Clause 12.1 above within twenty-four (24) hours following dispatch of the initial version.
13. APPLICABLE LAW
13.1. All Contracts shall be construed and governed in accordance with the laws of Singapore.
14. DISPUTE RESOLUTION
14.1. Any dispute arising out of or in connection with the Contract(s), 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 Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.
14.2. The seat of the arbitration shall be Singapore.
14.3. The Tribunal shall consist of one arbitrator.
14.4. The language of the arbitration shall be English.
15. FORCE MAJEURE
15.1. No Party shall be liable for any failure to perform its obligations under the Contract(s) if the failure results from a Force Majeure Event (defined below), provided that whenever possible the affected Party will resume that obligation as soon as the factor or event occasioning the failure ceases or abates.
15.2. For purposes of the Contract(s), a “Force Majeure Event” is an event which is a circumstance or event beyond the reasonable control of the Party which frustrates the performance of the Party’s obligations under the Contract(s). Such circumstance or event shall include acts of God, fire, flood, lightning, war, revolution, acts of terrorism, riots, strikes and other industrial actions and failures of supplies of power, fuel, transport, equipment, personnel and all else necessary for the Company to supply the Services under the Contract(s).
15.3. The Party prevented or delayed in the performance of its obligations under the Contract(s) by a Force Majeure Event, shall give written notice thereof to the other Party specifying the matters constituting the Force Majeure Event, together with such evidence as it reasonably can give and specifying the period for which it is estimated that such prevention or delay will continue.
15.4. If the Force Majeure Event shall continue for a period exceeding three (3) months from the date of such Force Majeure Event under Clause 15.2 above, a Party may at any time thereafter terminate this Contract by written notice to the other Party.
16.1. The Client shall not assign or transfer any rights under the Contract(s) and/or any Confirmed Order without the prior written consent of the Company. Any assignment or transfer without such consent shall be null and void.