Πιστοποιητικό Παροχής Υπηρεσιών
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General sales terms and delivery conditions

I
  FORMATION OF CONTRACT
  1.1 Any order sent to the Supplier by the Purchaser shall be accepted entirely at the sole discretion of the Supplier, and if so accepted, will only be accepted upon these conditions (hereafter referred to as the "Conditions”) and by means of the Supplier’s standard order acknowledgement form.
  1.2 Each order which is so accepted shall constitute an individual legally binding contract between the Supplier and Purchaser and such contract is hereafter referred to in these Conditions as an "Order”.
  1.3 These Conditions shall override any contrary different or additional terms or conditions (if any) contained on or referred to in an order form or other documents or correspondence from the Purchaser, and no addition alteration or substitution of these terms will bind the Supplier or form part of any Order unless they are expressly accepted in writing by a person authorized to sign on the Supplier’s behalf.

II
  SPECIFICATION
    All goods or services (where applicable) supplied by the Supplier shall be in accordance with (i) the current edition of the relevant product description leaflet as published from time to time by the Supplier (copies of which are available from the Supplier upon request) and (ii) those further specifications or descriptions (if any) expressly listed or set out on the face of the Order.  No other specification, descriptive material, samples, written or oral representation, correspondence or statement, promotional or sales literature shall form part of or be incorporated by reference into the Order.  In particular, the properties of the samples are not warranted.

III
  DELIVERY AND PASSING OF RISK
  3.1 Unless otherwise stated in the Order, the goods shall be sold on an Ex works basis and risk in the goods shall therefore pass to the Purchaser once the Supplier places the goods at the disposal of the Purchaser at the Supplier’s premises and the Purchaser is notified of the same. The Purchaser shall bear all costs incurred by the Supplier following the Purchaser’s request to keep the goods in the Supplier’s premises or if the Purchaser fails to collect the goods from the Supplier’s premises despite being so notified by the Supplier to collect the same. Notwithstanding the foregoing, the Supplier shall entitled to terminate the contract and claim damages for breach if the Purchaser does not accept the goods within a reasonable time or refuses acceptance.
  3.2 Each order which is so accepted shall constitute an individual legally binding contract between the Supplier and Purchaser and such contract is hereafter referred to in these Conditions as an "Order”.

IV
  TITLE AND PAYMENT
  4.1 The price for the goods shall be the applicable Ex Works plus applicable value added tax and packaging and postage.
  4.2 Unless otherwise stated in the Order, payment of the price of the goods comprised in each consignment delivered pursuant to an Order shall become due immediately after that consignment is delivered.
  4.3 Title and property to the goods comprised in each consignment shall not pass to the Purchaser but shall be retained until the price has been fully paid by the Purchaser to the Supplier, but even though title has not passed, the Supplier shall be entitled to sue for their price once its payment has become due. Until such time as title in the goods has passed to the Purchaser:
  4.3.1 the Supplier shall have absolute authority to retake, sell or otherwise deal with or dispose of all any or part of the goods in which title remains vested in the Supplier;
  4.3.2 for the purpose specified in Clause 4.3.1 above, the Supplier or any of its agents or authorized representatives shall be entitled at any time and without notice to enter upon any premises in which the goods are stored or kept, or reasonably believed so to be; and .
  4.3.3 the Supplier shall be entitled to seek a Court injunction to prevent the Purchaser from selling, transferring or otherwise disposing the goods. Notwithstanding the foregoing, risk in the goods shall pass on delivery of the same to the Purchaser and, until such time as title in the goods has passed to the Purchaser, the Purchaser shall insure such goods to its replacement value , naming the Supplier as the loss payee and the Purchaser shall forthwith, upon request, provide the Supplier with a Certificate or other evidence of such insurance.
  4.4 The Supplier shall be entitled to increase his prices before acceptance of an Order.
  4.5 No offsetting of the price payable is allowed without the prior written consent of the Supplier

V
  TIME FOR DELIVERY, DEFAULT AND IMPOSSIBILITY
  5.1 The time for delivery of the goods shall be as agreed between parties provided that there is punctual receipt of all documents provided by the Purchaser and the Purchaser complies with the agreed terms of payment and other obligations stated under the contract. In the event of delay for the time for delivery, the time for delivery shall be extended by a reasonable time.
  5.2 The Supplier shall not be under any liability for any failure to perform any of its obligations under the Order due to Force Majeure. Following notification by the Supplier to the Purchaser of such cause, the Supplier shall be allowed a reasonable extension of time for the performance of its obligations.
  5.3 For the purposes of Clause 5.2, Force Majeure shall include without limitation to acts of God, acts of governments, acts of terrorism, hostilities between nations, war, strikes, boycotts, lockouts, industrial and labour dispute, infectious diseases epidemics as well as travel restrictions due to such events and any event or circumstance beyond the reasonable control of the party affected thereby.
  5.4 Whilst the Supplier shall use its best endeavours to meet the time for delivery as agreed between the parties, it is not liable for any failure to meet the same as time for delivery is not of the essence of the contract.

VI
  ERECTION AND INSTALLATION
  6.1 If the erection, installation or initial operation is delayed due to circumstances for which the Supplier is not responsible, the Purchaser shall bear the reasonable costs incurred by the Supplier including without limitation to waiting time and time spent awaiting the fitters or the mounting staff.
  6.2 The Purchaser agrees to pay all agreed rate upon placing of the order, if none is stated, at the usual rate as agreed with the Supplier.

VII
  TERMINATION OF THE CONTRACT
  7.1 The Supplier shall be entitled to terminate the contract by written notice served on the other party upon the happening of any one or more of the following events whether or not they are of a continuing nature:
  7.1.2 if the Purchaser has breached any material term or condition of this Agreement;
  7.1.3 if the Purchaser shall fail to observe or perform any of the conditions on its part to be observed and performed and fails to remedy any such breach capable of being remedied within 14 days of notice thereof from the other party.
  7.1.4 if the Purchaser fails to make payment of the price when due or is unable to pay its debts when due or commits an act of bankruptcy or insolvency;
  7.1.5 if the Purchaser ceases or threatens to cease carrying on its business carried on as at the date hereof;
  7.1.6 if resolution is passed or a petition is presented against the Purchaser for bankruptcy liquidation winding-up or dissolution or for the appointment of a judicial manager, or a liquidator receiver trustee judicial manager or similar official is appointed or if execution or any form of action is levied or taken against any of the Purchaser’s assets;
  7.1.7 if there is any change or threatened change of circumstances which would materially and adversely affect the business or financial condition of the other party or its ability to perform its obligations under this Agreement.
  7.2 In the event of termination of this Agreement for whatsoever reason all payments of the price and outstandings by the Purchaser shall become immediately due and payable  and any antecedent rights and liabilities of either party shall not thereby be prejudiced or impaired.

VIII
  GUARANTEE
  8.1 The Supplier warrants that the goods will operate properly under normal use.
  8.2 The warranty period for the goods is 6 months from the date of delivery. The Supplier agrees to provide the following warranties in respect of the goods:
  8.2.1 free of charge repair, or at its option, replacement of the defective goods where the defects appear under proper use within 6 months from the date of delivery PROVIDED THAT:
(a) notice in writing of the defects complained of shall be given to the Supplier within 1 week of delivery if they are apparent defects and 1 week from the date of discovery in the event of latent defects;
(b) such defects shall be found to the Supplier’s reasonable satisfaction to have arisen solely from the Supplier’s faulty design, workmanship or materials, and
(c) the defective goods shall be returned to the Supplier’s factory at the Purchaser’s expense if so requested by the Supplier.
  8.2.2 Any repaired or replaced goods shall be redelivered by the Supplier free of charge to the original point of delivery but otherwise in accordance with and subject to these Conditions of Sale save that the period of 6 months referred to in Clause 8.2.1 shall be replaced by the unexpired portion of that period only.
  8.2.3 Notwithstanding Clause 8.2.1, the Supplier shall be entitled at its absolute discretion to refund the price of the defective goods in the event that such price shall already have been paid by the Purchaser to the Supplier, or if such price has not been paid, to relieve the Purchaser of all obligation to pay the same by the issue of a credit note in favour of the Purchaser in the amount of such price.
  8.3 The parties agree that all claims for defects under this Clause shall in any event be made within 6 months from the date of delivery, failing which the Purchaser shall not be entitled to bring any legal action against the Supplier to recover for damages caused
  8.4 Except for the express warranties set out above, the Supplier grants no other warranties relating to provision of the goods and services (if applicable) and all other conditions, warranties, stipulations or other statements whatsoever, whether express or implied, by statute at common law or otherwise howsoever, relating to such defects in the goods and services (if applicable), are hereby excluded; in particular (but without limitation of the foregoing) the Supplier grants no warranties (other than as provided set out above) regarding the fitness for purpose, performance, use, quality or merchantability of the goods, whether express or implied, by statute at common law or otherwise howsoever.
  8.5 The Supplier and its agents shall not be liable to the Purchaser or any third party for any indirect or consequential loss or damage or for any loss of data, profit, revenue or business, whatsoever and howsoever caused whether arising out of any negligence (with the exception of death or personal injury resulting from the Supplier’s own negligence) or breach of these terms and conditions or otherwise even if that loss or damage was foreseeable by, or the possibility of it was brought to the attention of the Supplier. In the event that the Supplier is liable for any loss, damage or claim, its liability shall not exceed the total value of the affected invoices issued and paid under this Agreement and for which claims for loss or damage are raised thereunder. Such limitation does not however cover the case of death or personal injury resulting from the Supplier’s own negligence..

IX
  INSTRUCTIONS AND PRODUCT OBSERVATION
  9.1 If the Purchaser fails to comply with Clause 9.1 thereby causing and product liability claims to be brought against the Supplier, the Purchaser shall indemnify the Supplier against these claims.
  9.2 if the Purchaser has breached any material term or condition of this Agreement;
  9.3 If the Purchaser is aware of any unknown damaging properties of the goods or to its uses and consequences, the Purchaser shall immediately notify the Supplier of the same.

X
  INTELLECTUAL PROPERTY RIGHTS
  10.1 The Purchaser hereby acknowledge that the Supplier or relevant third party is the owner of the intellectual property rights of whatever nature and form found in the goods and services ("Intellectual Property”) and that no title to the Intellectual Property will pas to the Purchaser.
  10.2 The Purchaser shall do or permit to be done any act which would or might jeolpardise or invalidate the Intellectual Property or otherwise prejudice the right or title of the Supplier or relevant third party to the Intellectual Property or otherwise bring disrepute to the reputation and high standing of the Supplier.
  10.3 The Purchaser shall as soon as it becomes aware, give the Supplier in writing, full particulars and information and assistance in respect of any use, proposed use by any person, firm or company of a trade name, trade mark, get up or mode of promotion or advertising which amounts to either infringement of the Supplier’s rights or the rights of relevant third parties in relation to the Intellectual Property.
  10.4 The Supplier shall have the conduct of all legal proceedings relating to infringement, alleged infringement of the Intellectual Property or passing off or any other claim or counter claim brought or threatened in respect of the use of the Intellectual Property provided always that the Supplier shall not be obliged to bring or defend any legal proceedings in relation to the Intellectual Property if it decides in its sole discretion not to do so.
  10.5 The Purchaser shall at all times comply with the Supplier’s stipulations, directions and advice concerning the aforesaid and render its full cooperation and assistance to the Supplier in any such action, claims or proceedings brought or threatened.
  10.6 The Purchaser shall not enter into any negotiations, settlements or agreements or compromise any claims, suits or proceedings in respect of use of the intellectual Property without the prior written consent and agreement of the Supplier.

XI
  CONFIDENTIALITY
  11.1 The Purchaser shall keep confidential and shall not without the prior consent in writing of the Supplier disclose to any third party any confidential information of whatever nature or form including without limitation to technical or commercial information it has acquired from the other as a result of discussions, negotiations and other communications between them relating to the goods and the Order.

XII
  AMENDMENT AND SEVERABILITY
  12.1 None of the provisions herein may be varied or amended except by the written agreement of the parties and signed by their respective authorized representatives thereof. In the event that any provision of this Agreement is found to by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal for any reason, such invalidity, unenforceability or illegality shall not affect the remaining provisions.

XIII
  EXPORT
  13.1 If the goods are to be exported from Singapore, the Purchaser shall comply with all applicable laws and be solely responsible for obtaining all relevant export approvals and shall make payment of all relevant taxes, custom and excise duties payable for in respect of the goods.

XIV
  GOVERNING LAW
  14.1 This Agreement is governed by the laws of Singapore and the parties hereby agree to be bound by the non-exclusive jurisdiction of the Singapore courts.

XV
  CONTRACTS (RIGHTS OF THIRD PARTIES) ACT (CHAPTER 53B)
  15.1 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons. No consent of any third party is required for any variation or termination of this Agreement.

XV
  SALE OF GOODS (UNITED NATIONS CONVENTION) ACT (CHAPTER 283a)
  16.1 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Conditions.