MRC Transmark PTE Ltd No. 6 Tuas Loop Singapore 637343
Tel +65 6865 1020 Fax +65 6861 0160
INQ@mrctransmark.com / www.mrctransmark.com
Terms and Conditions of Sale – Singapore
Version: 2013.11_2
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Date: Nov 2013
(c)
Orders, Order Acknowledgments and Contract
1.1 MRC Transmark Pte. Ltd (MRC) agrees to sell and the Customer agrees to buy the Goods on and subject
to these terms and conditions which shall form part of the Contract, as evidenced by an Order
Acknowledgement duly issued by MRC. An order or an offer to purchase can be made by the Customer in
writing or verbally. An Order is accepted when the Customer receives from MRC an Order
Acknowledgment in writing.
1.2 When an Order is accepted by an Order Acknowledgment the Contract will be wholly documented by (in
descending order of precedence) any specific term(s) agreed in writing in the Order Acknowledgment,
these Terms and Conditions.
1.3 Previous dealings between MRC and the Customer shall not have any effect on the Contract and any
trade custom and/or trade usage is superseded by the Contract and shall not be applicable in the
interpretation of the Contract. If at any time in relation to the supply of the Goods, the Customer provides,
refers to, submits or otherwise uses terms and conditions other than these Terms and Conditions such
terms and conditions will not form part of, or be incorporated into, the Contract.
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Price
2.1 Unless otherwise agreed in writing, the price charged for the Goods shall be exclusive of any Goods and
Services Tax (GST) or any withholding tax, customs duties (import or export or other foreign country
taxes) and as per the price specified in the Oder Acknowledgment.
2.2 Unless expressed to the contrary in the Order Acknowledgement and subject to Customers right of
termination in clause 2.3, prices will remain firm, through delivery. MRC may notify the Customer of an
increase the price of Goods after an Order Acknowledgment and prior to delivery of the Goods if the price
increase results from an increase in the price of any inputs which comprise part of the Goods.
2.3 The Customer may, upon the alteration of the price charged for the Goods in accordance with this clause
2.2, cancel any Order (or part thereof at the new price) within 7 days of notice of change of price.
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Payment
3.1 MRC shall be entitled to invoice for the Goods upon delivery or if held at the Customers request. Payment
is due immediately from the Customer on the payment date stipulated on the invoice. A finance charge of
2% per month is payable by Customer on any amount outstanding.
3.2 Where GST applies to any Supply made under these Terms and Conditions, MRC may upon issue of a
Tax Invoice recover from the Customer an additional amount on account of that GST. Customer is
responsible for all other taxes and or duties in accordance with the INCOTERM quoted.
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7.2 Except as expressly provided to the contrary in the Contract, all representations, warranties, terms and
conditions in relation to the Goods (whether implied or otherwise) are hereby excluded to the maximum
extent permitted by law.
7.3 The Customer agrees that if it is aware (or should be aware) that the Goods, the subject of an Order,
are for a particular purpose (including, but not limited to, use as a component part of another product)
or are required to possess special or uniform characteristics, the Customer will clearly specify that
purpose or those characteristics in any such Order. The Customer agrees that, unless expressly
agreed by MRC in writing, it has made its own enquiries in relation to the suitability of the Goods for its
own purposes and does not rely on representations by MRC in relation to their suitability for a particular
purpose or any steps which may need to be taken in relation to their use.
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Default
8.1 A party will be in Default if:
(a) it breaches a material term in the Terms and Conditions and such breach is not remedied within 14
days of receiving notice from the other party requiring it to do so, unless such breach arises out of
the supply of defective Goods, in which case MRC shall remedy the breach within such time as is
reasonable in the circumstances;
(b) being a body corporate it becomes an externally-administered body corporate or has an application
for winding up filed against it;
Delivery
4.1 MRC will make all reasonable efforts to have the Goods delivered to the Customer as indicated in the
Order Acknowledgement. All promises of delivery represent ex-works dates, rather than
delivery-to-destination dates, unless specifically stated.
Warranties
7.1 All goods supplied by MRC are backed by manufacturer’s warranty against defects of material or
workmanship for a period of 12 months from the date delivered, when used within the
designed conditions for which they were manufactured. The warranty is limited to
replacement, without charge, of parts found by MRC to be defective in material or
workmanship and does not extend to claims for labour, expenses and other
consequential loss or damage occasioned by such defect when in use. MRC’s liability to the Customer,
except as to the title arising out of the supplying of said equipment or its use, whether based upon
warranty, contract or negligence, shall not exceed the cost of correcting defects in the
goods as herein provided, and shall terminate upon expiration of the aforesaid 12
months period. This warranty does not cover incompatibility of material with process fluid,
deterioration by corrosion, erosion, fair
wear and tear, inappropriate
use,
inappropriate
storage, negligence,
accidental damage or any cause of failure other than
defects in material or workmanship.
3.3 No material shall be returned for credit or adjustment without authorization from MRC in writing. On all
material approved for return credit, handling/restocking costs, if any, and costs to recondition for resale as
new, shall be charged per the order cancellation charges stated above. Any costs incurred for the returned
of material shall be at the Customer’s expense.
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The Customer shall insure and keep insured the goods to the full price against all risks to the
reasonable satisfaction of MRC until the date the title passes on to the Customer, and shall
whenever requested by MRC, produce a copy of the insurance policy. Without prejudice to the
other rights of MRC, if the Customer fails to do so, all sums whatever owing to by the Customer to
MRC shall forthwith become due and payable.
(c) being an individual, it commits an act of bankruptcy or becomes an insolvent under administration;
(d) payment for the Goods has not been received by MRC by the due date of payment;
8.2 If the Customer Defaults, MRC may:
4.2 MRC shall be entitled to recover from the Customer any reasonable additional costs incurred by MRC due
to any failure by the Customer to accept the Goods at time of delivery (except where such failure results
from the negligence or default of MRC).
(a) treat the whole of the Contract as cancelled and recover cancellation charges as stipulated above;
and/or
4.3 Where any order of goods and/or services is cancelled, Customer agrees to pay cancellation charges.
Cancellation charges are assessed as a percentage (%) of the sales price in accordance with the
following schedule:
(c) claim the return of any Goods in the Customer's possession where title has not passed to the
Customer; and/or
(b) suspend and or refuse to supply any Goods to the Customer; and/or
(d) withdraw or vary any credit MRC has provided to the Customer; and/or
Normal Stock items
(e) make all monies owing by the Customer to MRC on any account immediately due and payable.
Prior to order entry
5%
After order entry and issue of order to manufacturer
10%
After order acknowledgement receipt from manufacturer
20%
In production prior to delivery
35%
Goods shipped from manufacturer
45%
(c) Where neither (a) nor (b) is reasonably feasible, either party may cancel the order and MRC shall
refund any amount paid by the Customer in relation to the cancelled Goods and/or Services,
Prior to order entry
5%
After order entry and issue of order to manufacturer
10%
PROVIDED THAT MRC shall not be liable for defects or deficiencies in Goods caused by improper
installation or maintenance of Goods or related components; normal wear and tear and damage and any
Consequential Loss or any costs relating to disassembly, removal and or re-installation of the Goods.
After order acknowledgement receipt from manufacturer
25%
In production prior to delivery
50%
Goods shipped from manufacturer
70%
8.3 If MRC Defaults in the supply of the Goods, the Customer may:
(a) Require MRC to repair or modify the defective Goods to the extent MRC is no longer in default;
(b) Where (a) is not reasonably feasible, require MRC to replace the defective Goods; or
Standard Construction, Non-stock items
Special Constructions or Modified Designs - Non-Stock items
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9
Force Majeure
Neither party is not liable for failure to perform the Contract to the extent and for so long as its performance
is prevented or delayed without substantial fault or negligence by the party claiming force majeure because
of circumstances outside that parties’ reasonable control.
10 Liability
Prior to order entry
10%
After order entry and issue of order to manufacturer
15%
After order acknowledgement receipt from manufacturer
45%
In production prior to delivery
70%
Goods shipped from manufacturer
85%
Inspections
5.1 All inspection requirements shall be made known by Customer to MRC during the quotation stage and at
the point of order entry. Any proposed arrangements for inspection shall be agreed between MRC and the
Customer in writing before any inspections can be carried out.
MRC's liability to the Customer (and any party claiming through the Customer against MRC) for any claim for
loss or damages (including legal expenses) made in connection with the Contract whether in contract, tort
(including negligence), under statute, in equity or otherwise shall be strictly limited as follows (except to the
extent that the law prohibits such a limitation):
(a) for any liability arising from Goods not meeting the specification or which are said to be otherwise
defective or deficient, to the cost of replacement of those Goods as soon as reasonably practicable,
or the repair of those Goods or the repayment (or allowance) of the invoice price of those Goods (at
the option of MRC)
(b) for any liability arising from the services not meeting the scope or which are said to be otherwise
defective or deficient, MRC's liability is limited to the provision of the services again or payment of
the cost of having the relevant services provided (at the option of MRC); and
5.2 For inspections of goods prior to delivery, they shall be carried out at MRC facility or at a facility appointed
by MRC and shall be deemed to be conclusive and final except for latent defects. Customer’s
representative may carry out the inspection during normal business hours, provided 3 working days
advance notice in writing is given. Inspection will be in such a manner that it will not interfere with the
scheduled delivery or any other part of the business operations of MRC.
unless the amount recoverable under MRC's insurances in respect of damages (where the event or events
giving rise to the damages are insured under the insurance policies) is higher, in which case that higher
amount applies.
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11 Severance
Title and related matters
6.1 Except to the extent of any inconsistency with the INCOTERM specified in the Contract:
(a)
Legal and equitable title to the Goods will only be transferred from MRC to the Customer when the
Customer has met and paid all that is owed to MRC in respect of the supply of the Goods;
(b)
Risk in the loss of or damage to Goods passes to the Customer upon delivery (including all risks
associated with unloading) or upon title in the Goods passing to the Customer, whichever is the
earlier.
(c) in the case of claims for loss of or damage to physical property, to $20 million,
If a provision of a Contract would, but for this clause, be unenforceable, the provision must be read down to
the extent necessary to avoid that result. if the provision cannot be read down to that extent, it must be
severed without altering the validity and enforceability of the remainder of the Contract.
12 Third Parties
12.1 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties)
Act (Cap 53B) to enforce any term of this Agreement, but this does not affect any right or remedy of a
third party which exists or is available apart from under that Act.
13 Applicable Law
13.1 This document is governed by the law of Singapore and the courts of Singapore have non-exclusive
jurisdiction in connection with this document. The Sale of Goods (Vienna Convention) does not apply to
the Contract.
14 MRC may Assign
MRC may assign to any person this document and any Contract. In the event of assignment the Customer may,
if it has reasonable grounds to believe that the assignee will not comply with the Contract, terminate any
Contract which has not been completed and which was entered into prior to the assignment with 30 days
notice.
15 Dispute Resolution
15.1 The parties must attempt to resolve any dispute or claim arising out of or under a Contract by a
negotiation in good faith before either party litigates that dispute or claim. Accordingly, any party who
believes that there is a dispute or claim arising under a Contract must give the other party(s) written notice
of that fact and specify the nature of the claim or dispute. Within 7 days (or such other time as the parties
agree) of receipt of such notice by the other parties, the representatives of all parties shall meet to
negotiate in good faith that dispute or claim.
15.2 Any dispute or claim arising out of or under a Contract which remains unresolved after 1 month after the
date on which written notice is given under sub-clause (a) may be litigated by either party.
15.3 For the avoidance of doubt, nothing in this clause prevents either of the parties from commencing urgent
injunctive or interlocutory proceedings in a competent court.
16 Measures
16.1 Any and all statements made by MRC as to weight, length, quantity or other characteristics of Goods are
approximate and MRC may supply Goods on an actual or calculated basis. A calculated basis will be in
accordance with the applicable Australian standards.
16.2 MRC's statements as to weight, length, quantity or other characteristics are final and MRC is not liable for
any errors in such statements unless the Customer gives MRC.
(a) written notice of any error within 14 days of delivery;
(b) a reasonable opportunity to examine and re-test the Goods before they are used or dealt with.
17 Shortages
The Customer will inspect and check all Goods received as soon as practicable upon unloading. No claim by
the Customer for shortages of Goods may be made unless such claim is notified to MRC with forty-eight (48)
hours of such inspection.
18
Anti-Bribery / Anti-Corruption Measures
18.1 Both the Customer and MRC shall:
(a) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and
anti-corruption including but not limited to the principles of the Bribery Act 2010 (England and Wales)
and Foreign Corrupt Practices Act 1977 (USA) to the extent they are not excluded by the laws of the
jurisdiction of the State or Territory of the delivery address specified in the Order (Relevant
Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under the Relevant
Requirements;
(c) comply with the Companies Anti-bribery and Anti-corruption Policies (a copy of which has been made
available to the Customer);
(d) have and shall maintain in place throughout the term of this Letter of Intent its own policies and
procedures, including, to ensure compliance with the Relevant Requirements and will enforce them
where appropriate;
(e) promptly report to the other Party any request or demand for any undue financial or other advantage of
any kind received in connection with the performance of this agreement;
(f)
ensure that any person associated with the Customer who is performing Services or providing Goods
in connection with the Order does so only on the basis of a written contract which imposes on and
secures from such person terms equivalent to those imposed in this clause 18.
18.2 A breach of this clause 18 shall be deemed a material breach of the Order.
19 Definitions and Interpretation:
19.1 In this Contract capitalized terms shall have the following meaning:
"Application" means the application by the Customer to MRC for commercial credit;
“Consequential Loss” means any indirect, special or consequential loss or damage of any nature
whatsoever resulting from or caused in any way by the Goods or services it supplies, where "indirect,
special or consequential loss or damage" includes (whether deemed to arise directly or indirectly):
(a) any loss of income, profit, production, contract, customers, business opportunity or business;
(b) any loss of goodwill or reputation;
(c) any loss of value of intellectual property;
"Contract" means the contract formed between MRC and the Customer by an Order accepted by an
Order Acknowledgment;
"Customer" means the person placing the Order with MRC;
"Goods" means any goods, products, services or materials to be supplied by MRC;
“INCOTERMS” means Incoterms 2010 as published by the International Chamber of Commerce;
"Order" is an order or offer to purchase described in clause 1.1;
"Order Acknowledgment" is defined in clause 1.1.
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