Terms and Conditions of Sale
Updated 09/04/2019, 10:38 am SGT
In these conditions the following words shall have the following meanings: -
“EnaTech” or "EnaTech Hub" or "EnaTechHub" are trading names of Fit Start Pte. Ltd.
“Seller” shall mean Fit Start Pte. Ltd.
"Buyer” shall mean the purchaser of the Products from the Seller
“Products” shall mean any of the Seller's Products as sold on these terms
“Price” shall mean the price for the Products payable pursuant to clause 2 below
“Quotation” shall mean the Seller’s quotation for the sale of the Products issued by the Seller to the Buyer
1.1 These Conditions shall apply to all contracts for the sale of Products to the Buyer to the exclusion of all other terms and conditions
including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar
1.2 The Buyer’s order for the Products shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.
1.3 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
1.4 Where these Conditions are used in conjunction with any other EnaTechHub generated document, such as (and without meaning to
be exhaustive) EnaTechHub ’s standard framework supply agreement, and there is any conflict or inconsistency between that other document and these Conditions, that conflict or inconsistency shall resolve in favour of the other document.
2. Price and Payment
2.1 The price of the Products shall be the price stipulated in the Seller's published price list current at the date of delivery of the Products which the Buyer acknowledges may vary from that stipulated in the Quotation. The price is exclusive of GST which shall be due at the rate ruling on the date of the GST invoice.
2.2 Payment of the price and GST shall be due within 30 days of the date of the invoice. Time for payment shall be of the essence.
2.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 5% above the Bank base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
3. Inspection and Guarantee
3.1 The Buyer shall inspect the Products on delivery and shall within 14 days of delivery notify the Seller of any alleged defect, shortage in quantity or damage. If the Buyer shall fail to comply with these provisions the Products shall be conclusively presumed to be in accordance with the Contract between the Seller and the Buyer for the Products and free from any defect or damage which would be apparent on a reasonable examination of the Products.
3.2 Subject to compliance with clause 3.1 and provided instructions governing the use of the Products has been followed and no modification or tampering has been made to the Products the Seller will for a period of 3 years (excluding batteries and electrical components) from the date of dispatch of the Products from its premises repair or replace (at its option) any component of the Products which fails due to faulty material or workmanship. Any Products returned to the Seller for repairs after the said 3 year period shall be charged a fixed uplift fee to cover freight and handling costs where the Seller’s authorised carrier has been used in addition to the costs of such repairs.
4.1 For Products being sold to customers located in Singapore, risk shall pass upon completion of delivery to the agreed delivery location and in spite of delivery having been made, title in the Products shall not pass from the Seller until:
4.1.1 the Buyer shall have paid the Price plus GST (if applicable) in full; and
4.1.2 no other sums whatever shall be due from the Buyer to the Seller.
For Products being sold to customers located outside of Singapore, title and risk in the Products shall pass to Buyer upon the Seller placing them at the disposal of the Buyer at the agreed point, if any, at the named place of delivery, not loaded on any collecting vehicle. If no specific point has been agreed within the named place of delivery, and if there are several points available, the Seller may select the point that best suits its purpose.
4.2 Until property in the Products passes to the Buyer in accordance with clause 4.1 the Buyer shall hold the Products and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Products (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller's property.
4.3 Notwithstanding that the Products (or any of them) remain the property of the Seller the Buyer may sell or use the Products in the ordinary course of the Buyer's business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Products passes from the Seller the entire proceeds of sale or otherwise of the Products shall be held in trust for the
Seller and shall not be mixed with other money or paid into an overdrawn bank account and shall be at all material times identified as the Seller's money.
4.4 The Seller shall be entitled to recover the Price (plus GST if applicable) notwithstanding that property in any of the Products passes from the Seller.
4.5 Until such time as property in the Products passes from the Seller the Buyer shall upon request deliver up such of the Products as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Products are situated and repossess the Products. On the making of such
request the rights of the Buyer under clause 4.3 shall cease.
4.6 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Products which are the property of the Seller. Without prejudice to the other rights of the Seller if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
4.7 The Buyer shall insure and keep insured the Products to the full Price against 'all risks' to the reasonable satisfaction of the Seller until the date that property in the Products passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
5. Delivery and Dispatch (for Products being delivered within the borders of Singapore)
5.1 The Seller shall contract on the usual terms for the carriage of the Products to the destination reasonably requested by the Buyer by land or if necessary, a combination of land and sea and the Seller shall pay freight charges to mainland Singapore, excepting where a Premium Delivery Service has been requested.
5.2 The Seller shall affect at its cost a policy of insurance against the risks involved in transporting the Products to its destination.
5.3 Delivery dates and times are quoted in good faith and are to be treated as estimates only. The Buyer shall not be able to treat the contract as terminated by reason of any failure of the Seller to comply with any dispatch or delivery dates and times and the Seller shall not be liable for any loss or damage whatsoever due to failure by the Seller to deliver the Products (or any of them) promptly or at all.
5.4 The Buyer shall be responsible for providing adequate labour and facilities at delivery destinations for loading and unloading of Products and shall keep the Seller indemnified against all claims arising therefrom.
5A Delivery and Dispatch (for Products being delivered outside of mainland Singapore)
5A.1 The Seller shall have no obligation to the Buyer to arrange for carriage of the Products from the named delivery location to their next or end destination provided always that the Seller will provide the Buyer, at the Buyer’s request, risk and cost, with any information in the Seller’s possession, including transport-related security requirements, that the Buyer needs for arranging
5A.2 The Buyer shall be responsible for and arrange at its own cost, for the carriage of the Products from the named place of delivery to their next/end destination.
5A.3 The Buyer must take delivery of the Products when they have been delivered under 5A.1.
5A.4 Delivery dates and times are quoted in good faith and are to be treated as estimates only. The Buyer shall not be able to treat the contract as terminated by reason of any failure of the Seller to comply with any collection dates and times and the Seller shall not be liable for any loss or damage whatsoever due to failure by the Seller to make the Products (or any of them) available for collection promptly or at all.
5A.5 The Buyer shall be responsible for providing adequate labour and facilities at the delivery location for loading of Products and
shall keep the Seller indemnified against all claims arising therefrom.
6. Returns and cancelled Orders
6.1 Products, save for those manufactured by the Seller to the Buyer’s custom order, may be returned by the Buyer to the Seller subject to the following conditions:
6.1.1 the Seller must be notified within 14 days of delivery of the Products to the Buyer and the Seller’s Return Authorisation must be obtained.
6.1.2 the Products must be returned in their original packaging and be in re-saleable condition
6.2 The expense of return will remain with the buyer. The risk in return of the Products will remain with the Buyer until return of the Products to the Seller’s business premises unless the Seller’s authorised carrier has been used for the return of the Products.
6.3 The cost of the returned Products will be credited at the Price less a 10% handling charge whether or not the Seller’s authorised carrier has been used for said return.
6.4 Subject to clause 6.1 above, if the Products are returned due to an incorrect specification on the Order and the Products are reordered in the correct specification then the 10% handling charge referred to in clause 6.3 above shall be waived and a fixed uplift charge made to cover freight and handling costs along with an adjustment for any price discrepancy..
6.5 An Order may be cancelled or varied before dispatch of the Products with the Seller’s consent and the Seller reserves the right to charge a cancellation fee. The giving of the Seller’s consent does not in any way prejudice the Seller’s right to recover from the Buyer compensation for any loss or expense arising from such cancellation or variation.
7. Liability of the Seller
7.1 The Seller shall be under no liability whatsoever to the Buyer for any indirect loss/and or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract.
7.2 Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, storm, or other event beyond the reasonable control of either party.
8. Governing Law
This contract is subject to the laws of Singapore. All disputes arising out of this contract shall be subject to the jurisdiction of the courts of Singapore but the submission by the parties to such jurisdiction shall not limit the right of the Seller to commence proceedings any other court of competent jurisdiction nor shall the commencement of proceedings in one or more jurisdictions preclude the commencement of proceedings in any other jurisdiction whether concurrently or not.
9. Intellectual Property and Design Changes
9.1 Products resold by the Buyer may only be resold in the packaging supplied by the Seller and in no case may any trademark other than those applied by the Seller be marked on or applied in relation to the Products.
9.2 No right or licence is granted under this contract of sale to the Buyer under any patent, trademark, copyright, registered design or other intellectual property right except the right to use or resell the Products.
9.3 The specifications and design of the Products (including the copyright, design right, or other intellectual property in them) shall as between the parties be the property of the Seller.
9.4 The Seller may licence or subcontract all or any part of its rights and obligations under this contract without the Buyer's consent.
9.5 The Seller reserves the right to make design changes to the Products from time to time and no warranty is given or implied that the Products supplied by the Seller pursuant to any order will be the same as any sample or product shown in any of the Company's sales literature
Questions about the Terms of Service should be sent to us at email@example.com.