1. INTERPRETATION

1.1. SELLER. A “Seller” is defined as WILKO International Pte Ltd (Reg. No. 201106616K), a company incorporated under the laws of Singapore with its registered office located at
7030 Ang Mo Kio Avenue 5 #B1-03/04 Northstar@AMK Singapore 569880.
1.2. BUYER. A “Buyer” is defined as the customers of the Seller who places an order for the supply of Goods. The Buyer and the Seller may be jointly referred to as “Parties” or individually as the “Party”.
1.3. CONDITIONS. The “Conditions” is defined as the general terms and conditions of sale of the Seller, as set out herein.
1.4. GOODS. The “Goods” are defined as all products, parts, components sold and services rendered by the Seller to the Buyer.
1.5. DRAWINGS. “Drawings” are defined as designs or blueprints prepared in regard to the Goods.

2. SCOPE

2.1. The Conditions set herein exclusively govern all sales of Goods from Seller to Buyer, and is deemed to be incorporated into the agreement for the sale and/or delivery of Goods by the Seller to the Buyer (the “Agreement”).
2.2. The Conditions shall supersede all terms in the order forms, purchase orders, requests for quotation and such other documents issued by the Buyer.
2.3. By placing an order, the Buyer shall be deemed as agreeing to the Conditions.
2.4. In event of conflict between any provisions in the Conditions and other agreements between the Seller and the Buyer, the provisions of the Conditions shall apply, unless varied in writing between the Parties.
2.5. Any deviation on the Conditions will be deemed as voided, unless agreed between two parties in writing.

3. PAYMENT

3.1. Pricing
3.1.1. All prices and rates for the sale of Goods are set out in the Quotation. Quoted prices are subjected to Goods and Service Tax and if applicable, are to be paid for by the Buyer.
3.1.2. The Seller shall not be obliged to help facilitate any refund claims for Goods and Service Tax.
3.1.3. Additional services, such as delivery, machining or any other special instructions relating to the Goods are chargeable by the Seller.
3.1.4. For payments made via telegraphic transfers, all charges (including but not limited to administrative fees, levies, currency exchange fees) are to be borne by the Buyer.
3.1.5. Where applicable, all custom duties, GST exemption permit charges, taxes and tariff are to be borne by the Buyer.
3.2. Late/Default Payment
3.2.1. In the event of payment after the due date as invoiced to the Buyer, the Buyer will be liable for interest at the rate of 1.5% per month or $30.00 per month (whichever is higher). All legal fees incurred during debt recovery are to be borne by Buyer.
3.2.2. Seller reserves the right to take possession of Goods in default of payment on the Buyer’s part.
3.2.3. Buyer does not have the right to retain payment of the Goods in part or in full in relation to any claims against the Seller which has not been ascertained and expressly agreed upon in writing between the Seller and the Buyer.

4. PRODUCTS/GOODS

4.1. Resale
4.1.1. Without prior written consent, the Buyer shall not resell the Goods to other parties.
4.2. Inspection
4.2.1. The Buyer shall agree to inspect the condition and quality of the Goods within 7 days upon receipt from the Seller before use or shipping to other parties, failing which it shall be deemed that the Goods are conforming.
4.2.2. In the event that defects are present in the Goods, the Buyer shall agree to inform the Seller immediately.
4.2.3. Should problems with quality or specifications of the Goods arise, the Buyer shall agree not to ship the Goods overseas and/or use the Goods and shall notify the Seller in writing immediately.
4.3. Defects
4.3.1. In the event of defects present in the Goods, the Seller agrees to conduct a one-for-one replacement for the defective Goods, provided that feedback is given by the Buyer within the 7-day period as set out in clause 4.2.1.
4.3.2. The delivery location for the one-for-one replacement is to be to be same address as the prior delivery location.

5. DELIVERY

5.1. All delivery dates and schedules are not binding unless otherwise agreed in writing.
5.2. If no date is explicitly stated, the Goods shall be delivered within reasonable time after the Seller has notified the Buyer that the Goods are ready for delivery.

6. CANCELLATION

6.1. No order which has been accepted by the Seller may be cancelled by the Buyer unless agreed to in writing by the Seller.
6.2. If Buyer cancels order after confirmation from Seller the deposit will be considered forfeited.
6.3. In the absence of a deposit, the Seller shall be entitled to charge the Buyer, an amount equivalent to 30% of the Order value, in compensation for administrative cost, processing cost, opportunity cost and other related costs incurred and for loss of profits.

7. INTELLECTUAL PROPERTY

7.1. All intellectual property in relation to the Goods, the Drawings and other trademarked materials are the sole property of the Seller.
7.2. The Buyer shall not infringe on any intellectual property belonging to the Seller.

7.3. The Buyer shall not alter, change, or amend the Drawings provided by the Seller in relation to the Goods, unless expressly agreed to in writing by the Seller.
7.4. At any given time, the Buyer shall not dispute or question the Seller’s ownership of said intellectual property.

8. LIABILITY/INDEMNITY

8.1. Neither party’s liability to the other arising out of or related to the Agreement shall exceed the total cost of the order amount or contract value. In respect of claims arising from defective Goods, the Seller’s liability shall be limited to the cost of replacement of the Goods in question (subject to the terms set out in Clause 4.3 herein) and in the event that a one-for-one replacement is not feasible, the Seller’s liability shall be limited to issuing a refund for the price of the Goods in question to the Buyer. Liabilities limited by the clause herein include, without limitations, liability for negligence.
8.2. In no event shall either party be liable to the other for any consequential, indirect, special or incidental damages, regardless of the form of action, whether in an agreement, tort, strict product liability or otherwise, even if advised of the possibility of such damages and even if the damages were foreseeable.
8.3. Subject to clauses 4.2 and 4.3, upon the Buyer’s receipt of the Goods, Seller shall not be held liable for any subsequent claims for defective Goods and/or wrong quantity delivered or any damages arising thereon.
8.4. In the event there is a third party handling the transportation of Goods, the Seller is not liable for any defects or damages for the Goods due to the negligence or improper handling by the third party or due to environmental effects.
8.5. Should the Buyer default on payment for any order of Goods, the Seller is not liable for any losses suffered and/or damages incurred by the Buyer due to repossession of said Goods.
8.6. The Buyer shall not hold the Seller liable for any inaccuracies in information or materials due to the negligence of third parties in relation to the order and delivery of the Goods.

9. WARRANTY

9.1. Under no circumstances does the Seller warrant the merchantability and/or fitness for purpose for the Goods.
9.2. The Seller shall not be liable for defects in Goods resulting in normal wear and tear, misuse, abuse, accident, unauthorised alteration or modification after receipt of the Goods by the Buyer.

10. MILL CERTIFICATES

10.1. Mill Certificates furnished by the Seller to the Buyer are provided by the manufacturers of the Goods. As such, the Seller disclaims all liability for the information presented in such Mill Certificates nor is such information a warranty or representation by the Seller.

11. FORCE MAJEURE

11.1. Both parties shall be excused from a failure to perform its obligations under the Agreement if and to the extent that the failure was caused by the occurrence of a Force Majeure.
11.2. For purposes of this Conditions, “Force Majeure” shall mean a cause or event that is not reasonably foreseeable or otherwise caused by or under the control of the party claiming Force Majeure, including acts of God, fires, floods, explosions, riots, wars, hurricane, sabotage, terrorism, vandalism, accident, restraint of government, governmental acts, injunctions, labor strikes, and other like events that are beyond the reasonable anticipation and control of the Parties.

12. INVALID PROVISIONS

12.1. The provisions of this Conditions are severable, and if any provision, or any portion in it, is determined by a court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable for any reason, any remaining portion of that provision, and all other provisions of this Conditions shall remain valid and enforceable to the fullest extent permitted by law and equity in order to give effect to the Parties’ intentions.

13. ENTIRE AGREEMENT

13.1. The Agreement is between the Seller and the Buyer. Buyer shall agree to obtain prior written consent from the Seller in case of transfer of obligations out of the Agreement to any third party.
13.2. The Conditions embodies all the terms and conditions agreed upon between the Buyer and the Seller hereto as to the subject matter of the Agreement (and supersedes and cancels in all respects all previous representations, warranties, agreements and undertakings, whether such be written or oral, made between the Parties hereto with respect to the subject matter hereof) save and except those agreed in writing between the Parties hereto after the due execution of the Agreement.
13.3. No waiver (whether express or implied) by any Party hereto of any of the provisions of the Conditions or of any breach of or default by any other party in performing any of those provisions shall constitute a continuing waiver and no such waiver shall prevent the first mentioned party from enforcing any of the other provisions of the Agreement or from terminating such waiver or from subsequently acting upon or enforcing the said provisions or any subsequent breach or default by the second mentioned party of the said provisions or any of the other provisions of the Agreement.
13.4. A person who is not a Party to the Agreement shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any of the terms of the Agreement.

14. JURISDICTION

14.1. The Agreement shall be governed by and construed in accordance with the laws of Singapore. In relation to any legal action or proceedings arising out of or in connection with the Agreement, the Parties hereby irrevocably submit to the nonexclusive jurisdiction of Courts in Singapore.