Terms & Conditions

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Terms & Conditions

Terms & Conditions

GENERAL TERMS & CONDITIONS

1.    Interpretation
    
1.1    In these Conditions:

“Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.

“Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions and any goods supplied in substitution for or in replacement of or in addition to such goods. 

“Seller” means BWY Wilmar PTE. LTD. (UEN 201809960G) a company registered under the laws of Singapore.

“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.

“Contract” means the contract for the purchase and sale of the Goods.

“Party” shall refer to the Buyer and the Seller individually and “Parties” shall refer to them collectively.

“Writing” includes letter, cable, facsimile transmission, electronic mail and comparable means of communication.

1.2    Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3    The headings in these Conditions are for convenience only and shall not affect their interpretation.

2.    Basis of the sale 

2.1    The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.

2.2    No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.

2.3    The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations that are not so confirmed.

2.4    Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.5    Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller

3.    Orders and specifications

3.1    No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by the Seller’s authorised representative.

3.2    The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3    The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).

3.4    If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer the Buyer shall indemnify the Seller against all loss damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim of infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.

3.5    The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

3.6    No amendment to an order, including adding or removing of items and changing of delivery date is allowed once an order is processed. 

4.    Price of the goods

4.1    The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order. 

4.2    The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture) or to any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.3    The price for each type of the Goods shall include delivery charges of the Goods to the Buyer’s premises unless otherwise specified by the Seller.

4.4    The price for the Goods shall be exclusive of insurance of the Goods and any Goods and Services Tax or other applicable sales tax or duty, which shall be added to the sum in question

5.    Terms of payment

5.1    Subject to any special terms agreed in Writing between the Buyer and the Seller the Seller shall be entitled to invoice the Buyer for the price of the Goods at any time before or after delivery of the Goods.

5.2    All invoices are payable net by cash, cheque, PayNow, bank transfer, or other mode of payment designated and acceptable by the Seller on and within the date/time period of payment (the “due date”) as stated in the invoice. The Buyer shall pay all invoices without any other deductions notwithstanding that delivery may not have taken place and the title in the Goods has not been passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

5.3    If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to.

5.3.1    cancel the Contract or suspend any further deliveries to the Buyer;

5.3.2    appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer) and

5.3.3    charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 24 per cent per annum, until payment in full is made.

5.4    In the event that the Seller shall cancel the contract under the provisions of Clause 5.3.1 above the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such cancellation. 

6.    Delivery

6.1    Delivery of the Goods shall take place at the Buyer’s premises but the Buyer may at the Seller’s agreement, request / arrange for collection of the Goods at the Seller's premises.

6.2    Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer. The Seller shall be entitled to make part delivery of the Goods at any time.

6.3    Where the Goods are delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

6.4    If the Seller fails to deliver the Goods for any reason, other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

6.5    If the Buyer fails to take delivery of the Goods or fails to give adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

6.5.1    store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

6.5.2    sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.


7.    Inspection

7.1    It is the responsibility of the Buyer to inspect the Goods at the point of collection or delivery, as the case may be

7.2    Upon discovery of any defect in the quantity or quality of the Goods at the inspection, the Buyer shall notify the staff of Buyer in Writing within 7 days of the arrival of each delivery of the Goods at the Buyer's premises. Failure to do so shall mean that the Buyer has accepted the Goods unconditionally and the Seller shall have no liability to the Buyer in respect of any defect(s) in the Goods

7.3    If, however, a defect is discovered and the Buyer notifies the Seller the above stipulated period, the Buyer may be eligible for an exchange (see Clause 8 below). The Buyer acknowledges and agrees that any such exchange shall be its sole remedy against the Seller in respect of any defective products


8.    Exchange

8.1    Where a Good is found to be defective and the Buyer has notified the Seller of the defect, the Buyer can exchange the Good for a Good of the same within seven (7) days of the date of collection or delivery (as the case may be), save that there shall be no exchange:

8.1.1    if it is a promotional Good or the Good was provided free of charge;

8.1.2    if the Good is no longer in resellable condition, as a result of opened/damaged packaging or deterioration of quality;

8.1.3    for any Goods that have not been stored in accordance with the instruction as stated in the specifications, labels or packaging; or

8.1.4    for any chilled and frozen Goods once such Goods have been received and acknowledged by the Buyer.

8.2     To be eligible for any refund or exchange, the Buyer must provide the relevant invoice. The Seller reserves the right to no provide any refund or exchange in the absence of any documentary evidence indicating the date on which the products were delivered or collected by the Buyer, as the case may be.

9.    Risk and Title

9.1    Risk in and responsibility for the Goods shall pass to the Buyer once they are loaded on to transport at the Seller's premises.

9.2    Prior to the Seller receiving full payment for the Goods, title to the Goods shall remain at all times with the Seller. Without prejudice to the foregoing, title will only pass to the Seller upon the latter of the Seller collecting or taking delivery of the Goods (as the case may be), or the Seller making full payment for the Goods.


10.    Buyer’s Undertaking

10.1    The Buyer acknowledges and agrees that:

10.1.1    it shall store the Goods in accordance with the instructions as to storage contained in the specifications relating to the Goods or contained on the packaging or labels of the Goods; and

10.1.2    where Goods are supplied with a "best before" or "use by" date, it shall not consume the Goods where the "best before" or "use by" date has expired or use the Goods with other goods that have passed the "best before" or "use by" date.

10.2.    The Buyer further acknowledges and agrees that it will not consume or use any Goods which it reasonably suspect is not fit for consumption.


11.    Limitation of Liability

11.1    The Seller warrants that the Goods will, where applicable, comply with all legislation or regulations governing the manufacture, packing and supply of food products in Singapore, including the Sale of Food Act, Wholesome Meat and Fish Act and Food Regulations, as well as any other applicable legislation.

11.2    Save as other provided in these Conditions, the Seller gives no other condition, warranty or undertaking and makes no representation to the Buyer about the suitability or fitness of the products and/or services for its purposes. In addition, the Seller expressly disclaims all implied warranties of merchantability, sufficiency, quality and fitness for a particular purpose

11.3    Where the Seller’s liability is not excluded under these Conditions or under any applicable law, the Seller’s total liability for direct damages to the Buyer in contract, tort (including negligence) or otherwise whosoever and whatever the cause thereof, arising by reason of or in connection with the products and/or services shall be up to a maximum aggregate amount of the amount actually received by the Seller from the Buyer for the Goods which are the subject of any claim.

11.4    For the avoidance of doubt, the Seller shall not be liable to the Buyer in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof, for any indirect, consequential, collateral, special or incidental loss or damage suffered or incurred by the Buyer in connection with the Goods.

11.5    The Seller shall not be liable to the Buyer if, and to the extent that, any failure on the part of the Buyer results, whether directly or indirectly, from the Buyer failing to perform any of its obligations under these Conditions or the Buyer failing to comply with any of these Conditions, or where the Buyer has failed to comply with the instructions as to storage contained in the specifications relating to the products or contained on the packaging or labels of the products.

11.6    Without prejudice to any of the foregoing, the Seller shall not be liable to the Buyer by reason of any delay in performing, or any failure to perform its obligations in relation to the products and/or if the delay or failure was due to anything outside the reasonable control of the Seller (other than in respect of payment obligations), including acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, pandemic, quarantine restriction, labour dispute, labour shortage, power shortage or failure, server crashes, severance of the Internet submarine transmission cable under the sea that prevents or impedes the transmission of data, actual or reasonably anticipated acts or threats of terrorism (including internet terrorism), deletion, corruption, loss or removal of data, failure by the Seller’s suppliers to supply relevant materials punctually, transportation embargo, failure or delay in transportation, including without limitation where the Seller ceases to be able to carry out the manufacture or the sale of the Goods for whatever reason, or any act or omission (including laws, regulations, disapproval’s or failures to approve) of any government or government agency.


12.    Indemnity

The Buyer agrees to indemnify, keep indemnified and hold harmless the Seller from and against all costs (including the costs of enforcement), expenses, liabilities (including any tax liability), injuries, direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which the Seller incurs or suffers as a consequence of a direct or indirect breach or negligent performance or failure or delay by the Buyer of these.


13.    Intellectual Property Rights

13.1    The Buyer acknowledges and agrees that all Intellectual Property Rights to the Goods shall be held by the Seller, its licensors, or suppliers

13.2    The Buyer shall not use or sell the Goods in a manner so as to infringe the Intellectual Property Rights of the Seller, its licensors, or its suppliers. In particular, the Buyer shall not disclose, use, reproduce, make copies, modify, distribute, sell, assign, commercially rent, sub-licence, decompile, reverse engineer, input, compile or otherwise transfer any of the Intellectual Property Rights in the Goods (including but not limited to text, graphics, compilations, trade marks, or trade description) to any third party

13.3    The Buyer also agrees that the Buyer shall not shall not alter, obscure, conceal, remove or otherwise interfere with any labelling or markings or packaging on the Goods

13.4    For the purposes of this clause, “Intellectual Property Rights” means all vested, contingent and future intellectual property rights including but not limited to goodwill, reputation, rights in confidential information, copyright, trade marks, logos, service marks, devices, plans, models, diagrams, engineering drawings, technical information, data, specifications, source and object code materials, data and processes, design rights, patents, know-how, trade secrets, inventions, get-up, database rights, in each case whether registered or unregistered, and any applications or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world, whether now known or in the future created


14.    Personal Data Protection Act
 
    The Seller shall comply with the Personal Data Protection Act 2012. 

15.    General
 
15.1    The Seller may give notice to the Buyer by email, conventional mail or via its website.

15.2    No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

15.3    If any of the provisions of these Conditions becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

15.4    The Seller has the right to assign or transfer all or part of its rights, benefits and/or obligations under these Conditions. In addition, the Seller has the right to enter into any sub-contract for the performance of any of its obligations under these Conditions without prior consent from the Buyer.

15.5    The Contract shall be governed by the laws of Singapore and the parties hereby submit to the exclusive jurisdiction of the Singapore courts.