Terms

GENERAL CONDITIONS OF SALE

These general conditions of sale (the “General Conditions”) shall apply to all contracts entered into between Aste Global Pte Ltd (hereinafter referred to as the “Supplier”) and the Purchaser, as well as to all offers of the Supplier, excluding all possible general conditions of the Purchaser. Every amendment or modification to the terms of these General Conditions shall require the prior written confirmation of the Supplier on a case by case basis and shall not constitute an amendment or waiver in any other cases.

1. Offers

All offers are without any obligation and the Supplier shall not be bound by such offer until an order has been expressly accepted by the Supplier in writing or after the Supplier has started performance of the order. Any deviations from an order that has already been confirmed in writing by the Supplier shall only bind the Supplier after such deviations has also been confirmed in writing by the Supplier.
All pictures, drawings and other data will be as specific as possible, provided always that these data will only bind the Supplier when confirmed in writing by the Supplier in the offer or in the confirmation of the offer.
Upon acceptance of the offer by the Purchaser, the Supplier is free to revoke the offer within two working days after such acceptance.
Any later additions and/or alterations as well as promises, oral or otherwise, made by the Supplier or its staff, representatives, agents or (other) third parties shall only be binding after confirmation in writing by a person authorized thereto by the Supplier.
With regard to deliveries for which, because of their nature or quantity, no offer or confirmation of order will be sent, the voucher and/or invoice will be regarded as the confirmation of the order. This voucher or invoice, together with these General Conditions of Sale, will be deemed to reflect the contract accurately and completely.
The Supplier is entitled to charge to the Purchaser all costs relating to a complicated offer, if in the end no contract is concluded.

2. Price

The stated prices are exclusive of Goods and Services Tax (“GST”), costs of transportation, packing and insurance.
The charge for installing the goods ready for operation will be separately stated.
Prices are based on the data regarding costs known at the time of contracting. These data are cost price, wages, social and governmental taxes and charges, freight charges, insurance premiums and other costs. Supplier is entitled to increase prices in the event of increases in the aforementioned costs and charges occurring before the delivery date.
The price quotations only refer to the offered quantities.

3. Payment

Full payment shall be received by the Supplier not later than 30 days after the date of invoice, or such other payment term that may be stated on the Supplier’s quote and/or invoice, without any discount or compensation.
If the Purchaser does not fulfil its payment obligations in due time, the Purchaser will owe monthly interest to the Supplier on the overdue invoice amount(s) without any defaults notice, at a rate of 1.5 percent, as from 30 days or such other payment term that may be stated in the Supplier’s quote and/or invoice, after the invoice date.
If the Purchaser does not pay in due time, the Supplier is entitled to suspend further performance of delivery and/or the installation until the Purchaser has fully complied with all its payment obligations. In case the Purchaser does not fulfil its payment obligations within a certain period of time set by the Supplier, the Supplier shall be entitled to declare in writing that the contract is annulled without any judicial intervention. In addition, the Supplier is also entitled to require sufficient guarantee for payment in whatever form. The Supplier reserves the right to exercise all its other rights and remedies, including the right to retrieve already delivered goods as well as the Supplier’s right to fully recover its damages. In case of retrieval of the goods, the Supplier will credit these goods against cost price provided that these goods are in their original state and provided that the remaining amount is paid by the Purchaser immediately.
Each payment by the Purchaser will serve primarily as payment of due interest as well as to payment of all costs related to the collection of overdue amounts.

4. Delivery/completion

The agreed upon period of delivery or completion starts on the day that the Supplier has all necessary data and documents at its disposal.
The delivery dates stated by the Supplier will never be regarded as a fatal term unless explicitly otherwise agreed upon. Therefore, if the Purchaser wishes to annul the contract because of non-timely delivery, the Purchaser shall give the Supplier notice of default.
The Supplier reserves the right to deliver 10% more or less than the ordered quantity. In the event the Purchaser has ordered a specific shore hardness, a tolerance of + or – 5° needs to be taken into account. With regard to the permissible size deviations the Supplier refers to the applicable international standards for negligent conduct from the side of the Supplier and unless the Purchaser is also able to prove that the Purchaser cannot be blamed in any way.
The Purchaser is obliged to contract for a proper third-party indemnity insurance with regard to possible liability for goods which are manufactured partially or completely by the Supplier or goods for which the Supplier did supply materials and which are passed on by the Purchaser to third parties.

5. Acceptance

In the event that the Purchaser has not objected within seven days after delivery of the goods the Purchaser shall be deemed to have accepted the goods notwithstanding the provisions of Clause 11.a. In the event the Purchaser does object timely, the goods have to be left in unchanged condition until the Supplier has examined the complaints of the Purchaser.

6. Performance

In order to enable the Supplier to timely execute the order, the Purchaser is responsible that all services to be rendered by third parties in connection with the order will be carried out timely and accurately and also that all the necessary equipment and materials will be ready and delivered in time. If the Purchaser does not meet these obligations and if consequently a delay does occur, the period of completion will be extended in proportion thereto and the costs resulting from it must be borne by the Purchaser. In that case the term of payment for the Purchaser will remain unchanged even if the goods are not yet or only partially delivered.
The order is executed under supervision of the Supplier and according to the Supplier’s instructions only. The Supplier is entitled to hire third parties for a proper execution of the contract. If possible, the parties will consult each other on this point.

7. Costs of transportation and administration

The transportation of all goods connected with the order will be for the account and the risk of the Purchaser, even if the bill of lading will state otherwise. The Purchaser may request insurance of these goods for its own account.
Goods returned will only be accepted by the Supplier if the Supplier has given permission in advance and the goods are sent with postage paid.
In case of small orders the Supplier is entitled to charge extra for administration.

8. Ownership

Drawings, models, molds, castings and everything else relating to the execution of the order, made by or by order of the Supplier, will remain the property of the Supplier, even if the Purchaser has been charged for it.
The Purchaser is responsible that those drawings, models, and other materials or documents are not multiplied or made available or displayed to third parties. If the Purchaser does not meet this obligation, the Purchaser is liable for the extra costs or damages resulting from it. The Supplier can reclaim the materials concerned at any time.
The Purchaser is not entitled to sell, process or have processed, create or have created a lien on goods which have not been fully paid for by him.
Title to all goods delivered by the Supplier to the Purchaser and/or set up by the Supplier on the location of the Purchaser or on the location of the Purchaser’s Principal shall remain with the Supplier for as long as the Purchaser has not fulfilled all its payment obligations, including the payment of all interest and costs, arising out of this particular contract or any contract in connection thereto. For as long as the Purchaser does not have title to the delivered goods, the Purchaser is not entitled to sell the goods or to dispose of the goods in any other way without the explicit written permission of the Supplier.
In so far as the Supplier is not able to retain title to the goods, the Supplier transfers the goods to the Purchaser under simultaneous creation of a non-possessory lien. In the event that the Purchaser does not fulfil its payment or other obligations towards the Supplier, the Supplier is entitled to create liens whether possessory or non-possessory on all the goods owned by the Purchaser, whether or not delivered by the Supplier, including present as well as future goods and also on all the present and future claims that the Purchaser has or will have on third parties. The Purchaser is obliged at its own expense to give its full cooperation to the legal effectuation of the liens referred to in this Clause.

9. Force Majeure

In the event that the Supplier is not able to execute the order because of Force Majeure the Supplier is entitled to perform at a later time or to declare the contract completely or partially annulled without judicial intervention. Force Majeure includes, among other things, in any case: war, invasion, rebellion, revolution, insurrection or civil war, strike actions, excessive sickness among personnel, transportation problems, insufficient supply of raw materials/spare parts, fire, earthquakes, lightning, government measures, terrorism, arson, sabotage, interruption of operations at ancillary industries, as well as non-performance of ancillary industries.
In case of annulment as referred to under Clause 9.a, the Purchaser is obliged to take the goods which are available and pay the purchase price in proportion thereto.
In case of Force Majeure the Supplier cannot be held to any indemnification at all.
In the event that the Supplier incurs additional expenses because of impossibility of performance, Supplier is entitled to charge the Purchaser for these additional costs.

10. Liability

In the event of defects of the goods delivered and/or installed by the Supplier the liability of the Supplier will be limited to the obligations as indicated in Clause 11.
The Supplier cannot be held liable for damages caused to the possessions of the Purchaser or third parties or for harm inflicted upon human beings during or because of the execution of work, expect in case these damages are the result of intentional conduct of highly negligent conduct of the Supplier.
The Supplier cannot be held liable for damages which are the result of the compliance of goods delivered by the Supplier with any legal or other statutory requirements concerning the goods or the use thereof.
The Supplier cannot be held liable for damages which are the result of mistakes or omissions of third parties who are, by the Supplier and with the approval of the Purchaser, entrusted with the delivery of materials or with the execution of work.
The Supplier cannot be held liable for damages which are the result of mistakes or omissions of the Supplier’s manufacturers and suppliers.
The Supplier quotes and supplies the intended product quality to the best of the Supplier’s knowledge, and the Supplier cannot be held liable for any issues or damages which area the result of the usage of the product by the Purchaser; or any misunderstanding or miscommunication on the part of the Purchaser.
The liability of the Supplier is limited by the next invoice value of the delivered goods as well as; the extent of the coverage of the Supplier’s product/company indemnity insurances.

11. Warranties/After Sales Service

In the event that the goods contain defects incurred solely because of imperfect manufacturing, construction or installation, within seven days after delivery or completion, these goods shall, at the option of the Supplier, be restored or redelivered. In that case the Supplier shall not be held liable for any additional costs of the Purchaser at all.
The warranties shall exclude and not cover any situations where the Purchaser has made changes to the delivered or installed goods, or did not use these goods in a regular manner and for a regular purpose.
If the Purchaser wants to invoke the warranty provision, the Purchaser has to notify the Supplier in writing within seven days after discovery of the defects or after the Purchaser could reasonably have discovered the defects. The goods will have to be left in unchanged condition since then, until the Supplier has examined the complaints.
The Purchaser is obliged to examine the delivered goods. The Purchaser declares that the Purchaser has taken delivery of the goods in good order and free of defects unless the Purchaser notifies the Supplier in writing of the defects within seven days after delivery by the Supplier. The Purchaser is deemed to be acquainted with the operation of the delivered goods and is obliged to instruct users accordingly.
The Purchaser undertakes to indemnify the Supplier for all claims of third parties with regard to goods delivered by the Supplier or work executed by the Supplier unless it will be determined in court that those claims result directly from highly negligent conduct from the side of the Supplier and unless the Purchaser is also able to prove that the Purchaser cannot be blamed in any way.
The Purchaser is obliged to contract for a proper third-party indemnity insurance with regard to possible liability for goods which are manufactured partially or completely by the Supplier or goods for which the Supplier did supply materials and which are passed on by the Purchaser to third parties.

12. Breach of contract and Termination

In the event of the Purchaser not having fulfilled any obligation or not having fulfilled such obligations in a timely manner towards the Supplier, the Supplier shall give the Purchaser notice of default to fulfil its obligations within eight days. After expiration of this period the Purchaser will have committed breach of contract.
In the event that the Purchaser has committed breach of contract, filed a petition for an official moratorium or has stopped its business operations completely or partially, the Supplier is entitled to suspend its performance or to declare the contract annulled in writing without any judicial intervention.
The contract shall also be deemed to be terminated upon the happening of the following events:
1. where the Purchaser is an individual, he commits an act of bankruptcy or is declared bankrupt or insolvent or his estate otherwise becomes liable to be dealt with under any law relating to bankruptcy and/or insolvency;
2. where the Purchaser is a company, a resolution is passed or Court order made for the winding up of that party or an official manager is appointed to the Purchaser pursuant to any relevant law; or
3. a receiver or manager or receiver and manager is appointed to the assets or undertaking of the Purchaser or any part thereof;
In the events referred to in Clauses 12.a, b. and c., the Supplier will also be entitled to damages.

13. Evidence

In the event of any dispute the data in the administration of the Supplier will be considered conclusive evidence except for evidence to the contrary.

14. Lost

The Purchaser is liable for all judicial and extra judicial costs, as well as all costs relating to legal advice, incurred by the Supplier while enforcing its claims on the Purchaser.

15. Governing Law

All contracts are governed by and construed under the laws of Singapore. In case of international sales agreements as defined in the CISG (United Nations Convention on Contracts for the International Sales of Goods [Vienna, 1980], the CISG is also applicable.

16. Disputes Resolution

If any dispute, controversy or claim arises out of or in connection with this General Conditions of Sale, including the breach, termination or invalidity thereof (“Dispute”), any party may serve formal written notice on the other parties that a Dispute has arisen (“Notice of Dispute”). The parties shall use all reasonable efforts for a period of thirty (30) days from the date on which the Notice of Dispute is served (or such longer period as may be agreed in writing between the parties) to resolve the Dispute on an amicable basis.
If the parties are unable to resolve the Dispute by amicable negotiation within the time period referred to in clause 16.a, the Dispute shall be referred to mediation. If the parties are unable to resolve the Dispute within the stated time period of seven (7) days for mediation (or such longer period as may be agreed in writing between the parties), the Dispute shall be referred to arbitration in accordance with the proceedings under Clause 16.c below. However, a party may apply to court for urgent interlocutory relief even if the mediation procedure has not started or been completed.
In the event that the Dispute is not resolved by way of mediation the Dispute shall be referred to and finally resolved by arbitration under the rules of arbitration of the Singapore International Arbitration Centre by a sole arbitrator appointed in accordance with those Rules. The seat of arbitration shall be Singapore. The language to be used in the arbitral proceedings shall be English. The parties shall have the right to seek interim relief from a court of competent jurisdiction at any time before and after the arbitrator has been appointed, up until the arbitrator has made his final award.

17. No Rights under the Contracts (Rights of Third Parties Act (Cap 53B)

A person who is not a party to the contracts between the Supplier and the Purchaser shall have no right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any of its terms.

18. Waiver of Rights

No waiver by the Supplier of a failure by the Purchaser to perform any provision of the contracts or these General Conditions of Sale operates or is to be construed as a waiver in respect of any other failure whether of a like or different character.

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