TERMS AND CONDITIONS OF SALE CONTRACT

The following are the terms and conditions ("Terms and Conditions") for the sale of products ("Products") by Rectronix Singapore Pte Ltd ("RPL") to RECTRONIX's Customer ("Buyer”).
1. ACCEPTANCE AND CANCELLATION OF ORDERS: No Order submitted by the Buyer shall be deemed to be accepted by RPL unless and until confirmed in writing by RPL’s authorised representative.  Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such RPL. Orders accepted by RPL may be cancelled by Buyer upon written consent of RPL provided such order is not "NCNR" or "Non-Cancellable Non-Returnable", "Non-Standard Products" or issued by a Purchase Agreement Letter. Non-Standard Products are defined as Products that are special orders, custom orders, and orders for non-standard products, products not customarily in stock or orders for value-added products. Non-standard products are non-cancellable and non-refundable. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which RPL may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges shall include all expenses incurred and commitments made by RPL, and shall be paid by Buyer to RPL. Buyer requests to reschedule are subject to acceptance by RPL in its sole discretion. Orders may not be cancelled or rescheduled after the order has been submitted by RPL to the shipment carrier. RPL reserves the right to allocate sales and limit quantities of selected Products among its Buyers in its sole discretion. Product specifications and availability are subject to change without prior notice.
1a. Returns: Buyer must notify RPL within 7 days from date of shipment of any defective product. If RPL agrees to accept a return, return freight charges must be prepaid by Buyer. RPL will not accept COD shipments. Some products may require return directly to the manufacturer. The foregoing statements concerning Returns do not apply to NON-CANCELABLE NON-RETURNABLE PRODUCTS. (See the NON-CANCELABLE NON-RETURNABLE PRODUCTS section in these terms.)
1b. Counterfeit Product Prevention Clause: Only products originally shipped from RPL or from a supplier at RPL's direction (drop-ship) will be returned to RPL. All others will be promptly quarantined and disposed of or returned to the Buyer. By a Buyer returning products to RPL, the Buyer certifies that the products were purchased from RPL and there has been no substitution in whole or part of same product from another supplier, distributor or other such source of the product. The return should be in the original packaging (manufacturer or RPL), in unused condition (except defective). ESD sensitive products should not be opened except under controlled conditions.
2. PRICES: Orders are billed at the prices in effect at the time of shipment. Prices will be as specified by RPL and will be applicable for the period specified in RPL's quote. If no period is specified, quoted prices will be applicable for seven (7) days. Prices are subject to change without notice. Prices are subject to increase in the event of an increase in RPL's costs or other circumstances beyond RPL's reasonable control. If Buyer does not purchase the quantity upon which quantity prices are based, Buyer will pay the non-discounted price for the quantity actually purchased and/or a cancellation or restocking fee. Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, bank fees, consular fees, and document fees.
3. TERMS OF PAYMENT: Subject to any special terms agreed in writing between the Buyer and RPL, RPL shall be entitled to invoice the Buyer for the Price on or at any time after delivery of the Goods or the Buyer wrongfully fails to take delivery of the Goods, in which event RPL shall be entitled to invoice the Buyer for the Price at any time after RPL has notified the Buyer that the Goods are ready for collection or (as the case may be) RPL has tendered delivery of the Goods.
The Buyer shall pay the Price within 7 days of the date of RPL’s invoice unless otherwise notified by RPL to the Buyer in writing, and RPL shall be entitled to recover the Price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer.
.If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to RPL, RPL shall be entitled to:
3a.Cancel the Contract, order or suspend any further deliveries to the Buyer;
3b.Appropriate any payment made by the Buyer to such of the Goods (or goods and/or services supplied under any other contract between the Buyer and RPL) as RPL may think fit (notwithstanding any purported appropriation by the Buyer); and
3c.charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 18 per cent per annum from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest) before and after judgment.
3d. RPL may pursue any legal or equitable remedies, in which event RPL will be entitled to reimbursement of costs for collection and reasonable attorneys' fees.
4. SALES TAX: When required by law, RPL will collect Local sale, use, excise, and other taxes that apply to a Buyer's shipment. These taxes are in addition to the purchase price of the Products subject to an order. Buyer will remit the correct tax unless Buyer is tax exempt and RPL has a valid signed tax exemption certificate on file.  All applicable VAT, PST, HST, and/or GST charges along with brokerage fees will be the responsibility of the Buyer and due at the time of delivery.
5. DELIVERY AND TITLE: All shipments by RPL are ex-work from RPL's facility and the amount of all transportation charges will be paid to RPL by the Buyer in addition to the purchase price of the Products. Subject to RPL's right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Buyer and title and risk of loss will pass to Buyer. RPL will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Buyer's requested delivery date(s). Buyer acknowledges that delivery dates provided by RPL are estimates only and that RPL will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by RPL unless specifically designated by Buyer. RPL reserves the right to make deliveries in instalments. Delay in delivery of one instalment will not entitle Buyer to cancel any other instalment(s). Delivery of any instalment of Products within ninety (90) days after the date requested will constitute a timely delivery. Delivery of a quantity that varies from the quantity specified shall not relieve Buyer of the obligation to accept delivery and pay for the Products delivered.
6. LIMITED WARRANTY: RPL agrees to transfer to Buyer whatever transferable warranties RPL receives from the manufacturer of Products sold to Buyer. RPL makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, RPL MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT. RPL's liability arising out of any sale of products to Buyer is expressly limited to either (1) Refund of the purchase price paid by Buyer for such Products (without interest), or (2) Repair and/or replacement of such Products, at RPL's election, with such remedies exclusive and in lieu of all others. Buyer must notify RPL within 7 days from date of shipment of any defective product. This warranty is in lieu of any and all other warranties, whether oral, written, expressed, implied or statutory. Implied warranties of fitness for a particular purpose and merchantability are specifically excluded and shall not apply. Buyer's obligations and RPL's remedies with respect to defective or nonconforming products, are solely and exclusively as stated herein. Furthermore, no warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident, modification, or has been soldered or altered in any way.
7. RoHS COMPLIANCE AND LEAD-FREE POLICY: It is the policy of RPL to identify and offer products to the Buyer as RoHS Compliant or Lead Free, only after specific requirements have been met. RPL performs no testing of product and relies solely on the manufacturer of the product for identification of RoHS Compliance and for absence of lead. Furthermore, RPL makes no warranty, certification or declaration of compliance concerning said Products. Product is advertised or offered as RoHS Complaint or Lead-Free only after sufficient evidence is received from the component manufacturer; and any inventory, either in a bin or on order, has been determined to be RoHS compliant and/or Lead Free. Any relevant evidence will be filed and maintained for at least 90 days from the date of receipt. RPL defines the term "RoHS" as supplier declared compliance to all restricted hazardous substance regulations under the ELV, WEEE or RoHS EU directives, regulations or laws. RPL defines the term "Lead Free" as pertaining to any product that has been declared by a Supplier to be "Lead Free". All statements by RPL of RoHS compliance are based on producer documentation.
7a. WEEE POLICY: RPL is not registered as a "producer" in the European Union, and does not provide a WEEE recycling program within the EU. A very small number of products that RPL sells are subject to the European Union Directive 2002/96/EC known as WEEE. Therefore, it is the policy of RPL to not export or place on the market, EEE classified products (as defined by EU Directive 2002/96/EC) to Buyers within the European Union member countries.
7b. PRODUCT COUNTRY OF ORIGIN: RPL maintains Country of Origin information on all products in its inventory. This information is provided to Buyers on request. This information is based on manufacturer-provided information. Manufacturers do not provide RPL with the country of origin of each raw material or subcomponent that is incorporated into the Manufacturer's final product.
8. LIMITATION OF LIABILITIES:IN NO EVENT SHALL RPL BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Buyer's recovery from RPL for any claim shall not exceed the purchase price paid by Buyer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. BUYER SHALL INDEMNIFY, DEFEND AND HOLD RPL HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY RPL AND INCORPORATED INTO THE BUYER'S PRODUCT.
9. PRODUCT SAFETY NOTICE AND RESTRICTIONS: Products are intended for commercial use only. Products are traceable at the manufacturer's level only. There is no lot level traceability. RPL does not determine the specifications or conduct any performance or safety testing of any products that it sells. Specification sheets provided to Buyers are produced by the manufacturer or transcribed from information provided by the manufacturer. RPL is not a Qualified Manufacturers List (QML) supplier or a supplier of Qualified Product Listing (QPL) components. Buyer agrees that all purchases are for commercial or other applications that do not require QPL components. RPL does not participate in any product safety engineering, product safety review or product safety testing. RPL cannot provide any safety testing, safety evaluation or safety engineering services. Products sold by RPL are not designed, intended or authorized for use in life support, life sustaining, human implantable, nuclear facilities, flight control systems, or other applications in which the failure of such Products could result in personal injury, loss of life or catastrophic property damage. If Buyer uses or sells the Products for use in any such applications: (1) Buyer acknowledges that such use or sale is at Buyer's sole risk; (2) Buyer agrees that RPL and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and (3) BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD RPL AND THE MANUFACTURER OF THE PRODUCTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, COSTS, EXPENSES AND LIABILITIES ARISING OUT OF OR IN CONNECTION WITH SUCH USE OR SALE.
10. STATEMENTS AND ADVICE:If statements or advice, technical or otherwise, are offered or given to Buyer, such statements or advice will be deemed to be given as an accommodation to Buyer and without charge. RPL shall have no responsibility or liability for the content or use of such statements or advice. RPL Technical support is provided by telephone and, therefore, extremely limited in scope which prevents us from the direct participation in the design of any Buyer products. We do not conduct product suitability studies or engineering reviews of products that we sell, nor for the final product that a Buyer produces.
11. NON-CANCELABLE/NON-RETURNABLE PRODUCTS: From time to time, Seller will notify Buyer of a product that is "NCNR", (Non-Cancelable Non-Returnable) upon determining that an order requires such conditions of sale. Buyer understands that "NCNR" products are obtained by RPL from the manufacturer specifically for the buyer. Irrespective of circumstances, the buyer agrees that "NCNR" products may not be cancelled, returned or rescheduled by the buyer without the agreement of both RPL's supplier and the written consent of RPL.
12. INTELLECTUAL PROPERTY: If an order includes software or other intellectual property, such software or other intellectual property is provided by RPL to Buyer subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Unopened software may be returned for credit. Opened software may not be returned unless defective.
13. FORCE MAJEURE: RPL will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. RPL's time for delivery or performance will be extended by the period of such delay or RPL may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Buyer.
14. EXPORT: The sale, resale or other disposition of Products and any related technology or documentation are subject to the export control laws, regulations and orders of the Sinapore and may be subject to the export and/or import control laws and regulations of other countries. Buyer agrees to comply with all such laws, regulations and orders and acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Buyer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.
15. DISPUTES: All unresolved disputes under this Agreement concerning or in connection with Products shall be resolved in accordance to the laws of the Republic of Singapore. Buyer consents and agrees that jurisdiction and venue for such proceedings shall lie exclusively with such courts. No action or other claim, regardless of form, arising out of or in any way connected with or related to Products, may be brought by Buyer more than 90 DAYS after the cause of the action or claim has accrued.
16. GENERAL: The Terms and Conditions of Sales contact may not be modified or cancelled without RPL's written agreement. RPL reserves the rights, in its sole and absolute discretions to amend, delete, modify or vary any of the provision of these terms and conditions without prior notice. RPL decision on all matters relating to this contract shall be final, conclusive and binding. RPL shall not be obliged to give any reasons or enter into any correspondence with buyer on any matter concerning the Contract. 
These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Singapore. The United Nations Convention for the International Sale of Goods shall not apply.

 

 

Rectronix (S) Pte Ltd.