Standard Terms of Sale (Distributor)
Rheem Manufacturing Company (Singapore) Pte Ltd,
8 Pandan Crescent,
#02-02, Singapore 128464
NOTICE: Sale of any Products is expressly conditioned on the Buyer’s unconditional acceptance of these Standard Terms of Sale. Seller objects to, and rejects, any additional or
different terms proposed by the Buyer. Any oral or written representation, warranty, course of dealing or trade usage not contained in these Standard Terms of Sale shall not be binding on either party. Any purchase order
submitted by Buyer shall constitute the Buyer’s unconditional acceptance of these Standard Terms of Sale and Seller’s acceptance of and performance under the said purchase order or a proforma invoice issued by the Seller shall
be governed solely by these Standard Terms of Sale, to the exclusion of any other terms which may have been referenced to in any documents issued or submitted by the Buyer. Unless otherwise stated in Seller’s quotation, each
quotation issued by Seller to Buyer shall expire within 30 days from the quotation’s date and may be modified or withdrawn at any time by Seller before receipt of the Buyer’s acceptance, or expiry of the quotation, whichever
is earlier.
1. Definitions.
1.1 The following definitions shall apply to these Standard Terms of Sale:
“Buyer” means the entity to which Seller is selling the Products.
“Products” means all equipment, parts, materials, supplies, and other goods that Seller has agreed to supply to Buyer.
“Seller” means Rheem Manufacturing Company (Singapore) Pte Ltd
2. Payment.
2.1 Unless otherwise agreed between the parties, payment for the Products sold by Seller to Buyer for an invoice value above USD 100,000 shall be secured by an irrevocable letter of credit satisfactory to the
Seller, established by the Buyer in favour of the Seller immediately upon receipt of the Seller’s acceptance of the Buyer’s order and confirmed by an international bank acceptable to the Seller. The letter of credit shall be
for the price payable for the Products (together with any tax or duty payable) to the Seller and shall be valid for six months. The Seller shall be entitled to immediate cash payment on presentation to such bank of the
documents required for release of funds under the letter of credit.
2.2 For orders with an invoice value less than USD 100,000 Buyer shall pay 50% in advance, within 20 calendar days of making the purchase order, and the remaining 50% upon notification by Seller that the
Products are ready to be shipped, and in any case, before Ex-Works Goods Readiness for dispatch.
2.3 Buyer’s possession of a Seller Price List does not constitute an obligation on the part of Seller to sell at the prices specified on said Seller Price List and Seller reserves the right to change prices at
any time with or without notice to the Buyer. Prices in effect on the date of confirmation of purchase order shall apply. Buyer shall pay Seller all invoiced amounts in US dollars. Should Buyer dispute an invoice, Buyer must
notify Seller in writing of the dispute within 15 days after the date on the invoice in question or said dispute will be invalid. Buyer shall pay all of Seller’s costs (including, without limitation, attorney’s fees and court
costs) to collect past due amounts. Buyer shall not be entitled to applicable discounts, rebates, freight deductions or other allowances on any orders placed while Buyer’s account is past-due.
2.4 All orders are subject to Seller’s Credit Department approval and, if accepted by Seller, are accepted with the understanding that they are subject to Seller’s ability to ship. Seller reserves the choice of
transportation facilities and shipping point. Buyer’s orders are also subject to Seller’s order policies at the time of the order, including, without limitation, any applicable minimum order quantities, special handling
charges, freight policies, etc.
2.5 If at any time Seller reasonably determines that Buyer’s financial condition does not justify the continuation of Seller’s performance, Seller may require immediate full or partial payment and/or shall be
entitled to suspend or terminate the order without any liability to the Buyer whatsoever.
3. Taxes and Duties.
3.1 The prices for the Products are subject to the addition of, and Buyer is responsible for, any applicable tax, duty, fee, or other charge of any nature imposed on the sale of the Products. All payments due
and payable by Buyer to Seller hereunder shall be made in the full amount of the Product price, free and clear of all set-offs, deductions and withholding for taxes, duties, fees, or other charges of any nature.
4. Delivery; Title Transfer; Risk of Loss; Storage; Returns; Freight.
4.1 Unless agreed otherwise by the parties in the purchase order, Seller shall deliver Products to Buyer FOB Seller’s shipping point (Incoterms 2010). Except for those obligations that are consistent with Incoterms specifically
stated above, Seller shall not be liable in any claim asserted by Buyer with respect to delivery. Partial deliveries will be permitted. If Products delivered do not correspond in quantity, type or price to those itemized in
the invoice for the shipment, Buyer will so notify Seller within 10 days after receipt, failing which, the order shall be considered fully delivered in accordance with the terms agreed between the parties. Seller may deliver
any or all Products in advance of the delivery schedule. Delivery times are approximate and are dependent upon prompt receipt by Seller of all materials and information necessary to proceed with the work without
interruption.
4.2 Risk of loss of Products shall pass to Buyer as per the Incoterm stated in Section 4.1, above, or the purchase order, as the case may be, and thereafter all risk of loss or damage shall be borne by Buyer.
Title to the Products shall pass to the Buyer upon receipt of full payment for the Products by the Buyer.
4.3 If any Products cannot be shipped to or received by Buyer when ready due to any cause not attributable to Seller, Seller will notify Buyer and then may ship Products to a storage facility, including a
facility within the place of manufacture, or to an agreed freight forwarder. If Seller places Products in storage or if Products are detained at any port, the following conditions shall apply: (i) title and all risk of loss or
damage shall immediately pass to Buyer, if they had not already passed earlier; (ii) any amounts otherwise payable to Seller upon delivery or shipment shall be payable upon presentation of Seller’s invoices; (iii) all expenses
and charges incurred by Seller, such as for preparation for and placement into storage, handling, inspection, preservation, insurance, storage, demurrage, removal and any taxes shall be fully and unconditionally payable by
Buyer upon submission of Seller’s invoices; and (iv) when conditions permit and upon payment of all amounts due hereunder, Seller shall resume delivery of Products to the originally agreed point of delivery.
4.4 Where Seller arranges freight with respect to a purchase order, shipment shall be freight prepaid and/or charged, arranged via a carrier selected by Seller. Seller reserves the right to select carrier,
routing, shipping point, and method of shipment. Freight allowances will not include, and Buyer will be responsible for, any additional charges for service performed by carrier not included in road haul rates, such as stop-off
charges, detention of carrier’s equipment, redeliveries, re-consignments, unloading, etc.
4.5 Any and all return of Products to Seller shall be subject to the Seller’s return policy applicable and in force at the time when the return request is made. In no event may Buyer return Product to Seller
without (i) submitting the return request to Seller in accordance with Seller’s return material authorization procedures applicable and in force at the time when the return request is made, and (ii) obtaining prior written
authorization from Seller, which Seller may opt to give or not give in its sole discretion. Each return will be subject to a restocking charge in accordance with Seller’s terms at the time of the return.
5. Force Majeure.
5.1 Seller shall not be liable nor in breach or default of its obligations to the extent that performance of Seller’s obligations is delayed or prevented, directly or indirectly, due to causes beyond Seller’s
reasonable control, including, but not limited to, acts of God, fire, terrorism, war (declared or undeclared), epidemics, material shortages, insurrection, acts (or omissions) of Buyer or Buyer’s suppliers or agents, any act
(or omission) by any governmental authority, strikes, labor disputes, transportation shortages, or vendor non-performance. The delivery or performance date shall be extended for a period equal to the time lost by reason of
delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay. If Seller is delayed by any acts (or omissions) of Buyer, Seller shall be entitled to an equitable price and performance time
adjustment.
6. Compliance with Laws.
6.1 The Product price, delivery and performance dates and any performance guarantees will be equitably adjusted to reflect additional costs or obligations incurred by Seller resulting from a change in industry
specifications, codes, standards, applicable laws or regulations.
6.2 Buyer acknowledges and agrees that each Product (together with any software, technology, documents, and other material that may be embedded therein or provided therewith, the “Items”), may be subject to the
export controls of the United States government (including but not limited to the United States Export Administration Regulations and the regulations, executive orders and other rules administered by the Office of Foreign
Assets Control), of the government of any country in which Buyer is organized and/or located, and of any government in the Territory. Buyer acknowledges and agrees that it shall not export any Items under any circumstance, nor
cause or allow any Items to be exported by any third party.
7. Limited Warranty.
7.1 Seller shall be exempted from, and shall bear no liability for, any and all warranty claims made by the Buyer and / or his clients / end users.
7.2 In the event of an “Epidemic Failure” of Products, Seller, at its sole cost, will replace the defective Product and pay all related shipping costs, provided always that the claim is made within 15 months
from the date of the bill of lading for the shipment and further provided that the Seller’s maximum liability to the Buyer will under no circumstances exceed the costs of providing the replacement Products and paying for their
shipping costs. For the purpose of this Agreement:
- “Epidemic Failure” shall mean a Product field failure rate (where all failures exhibit the same root-cause symptom), resulting in a five (5) percent or greater failure in the Products delivered in a ninety-(90) day
period; - A Product shall be considered to have failed where it contains a defect so severe that (i) it makes the Product incapable of functioning at all, or (ii) the operation of the Product would compromise the safety of people or
result in damage to property; and - A claim for Epidemic Failure may only be made by the Distributor Buyer for Products used in residential projects or sold as retail products.
7.3 For avoidance of doubt, “Epidemic Failure” for Seller’s Products as described above under Section 7.2 shall not include any liability on the part of the Seller for:
- Any Products used in non-residential or non-retail situations;
- Any labour cost associated with repairs or replacement of parts;
- Consumable e.g. filters, filter driers, fuses, oil, LEDs, displays, gaskets, electrical cables, refrigerant and/or insulation;
- Arrangements for local shifting or handling of the units or any other site activity related to the same;
- Any damage due to negligence, wilful abuse, improper maintenance, etc;
- Improper application, alteration, installation or selection of Products;
- Use of Spare Parts other than those recommended by Seller;
- Damage, problems or unsatisfactory performance resulting from improper storage, incorrect installation or commissioning of Products;
- Damage, problems or unsatisfactory performance caused to the Product by faulty or incorrect external electrical wiring, incorrect power supply, voltage fluctuations, over transients or electromagnetic interference not
originating within the Product; - Damage, problems or unsatisfactory performance caused by storm, fire, flood, hail, atmospheric fallout, vandalism, misuse, negligence, Acts of God, earthquake, war, vermin, foreign matter entering the Product (e.g. dirt
and moisture) or any other outside agency; and/or - Consequential “damages” or “losses”, if any, loss of profits, loss of business, loss of time or loss of opportunity.
7.4 SAVE FOR THE PROVISIONS OF SECTIONS 7.2 to 7.3 ABOVE, SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO THE BUYER OR TO ANY OTHER PERSON. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.
8. Limitation of Liability.
8.1 In no event shall the total liability of Seller and its affiliates for all claims arising out of or relating to the sale or use of the Products or any order exceed the price paid by Buyer for the specific Products giving
rise to the claim. Buyer must commence any legal proceedings in relation to the sale not later than one year after the delivery of the Products. The limitations and exclusions in this article shall apply regardless of whether
a claim is based in contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise.
8.2 Seller shall not be liable for loss of profit or revenues, loss of product, loss of use of Products or any associated equipment, interruption of business, cost of capital, cost of cover, downtime costs,
increased operating costs, claims of Buyer’s customers for such damages, or for any special, consequential, incidental, indirect, punitive or exemplary damages. Furthermore, Seller shall not be liable for any advice or
assistance that is not required and paid for under the order.
8.3 Buyer’s and Seller’s rights, obligations and remedies arising out of or relating to the Products are limited to those rights, obligations and remedies described in these Standard Terms of Sale.
9. Governing Law; Dispute Resolution.
9.1 The validity, performance and all matters relating to the interpretation and effect of these Standard Terms of Sale and all further documents executed pursuant
to it shall be construed and interpreted in accordance with the laws of Singapore, excluding its rules on the conflict of laws. Each party expressly waives any right to a trial by a jury in any proceeding arising directly or
indirectly out of this Agreement.
9.2 All disputes, claims or controversies arising out of or relating to these Standard Terms of Sale or the breach, termination, enforcement, interpretation or validity thereof (“Dispute” or “Disputes”), shall
be resolved in accordance with this subsection and subsection 9.1 above, which shall be the sole and exclusive procedure for the resolution of all Disputes. The parties shall attempt in good faith to resolve any Dispute
promptly by negotiation. If the Dispute has not been resolved within 20 calendar days of a party’s request for negotiation, then the parties agree that the Dispute shall be referred to and finally resolved by arbitration in
Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The
Tribunal shall consist of 1 arbitrator. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. The parties expressly consent to arbitration and acknowledge that they may be waiving
rights they might otherwise have to bring suit in any other venue.
10. Changes.
10.1 Buyer may not change any aspect of an order without Seller’s written approval.
10.2 All Products delivered shall conform to Seller’s part or version number specified or, at Seller’s sole option, its equivalent or the superseding number subsequently assigned by Seller. If the number
ordered is no longer available, Seller is authorized to ship a valid interchangeable Product without notice to Buyer.
11. General Clauses.
11.1 Products sold by Seller are not intended for use in connection with any nuclear facility or activity without the written consent of Seller. Buyer warrants that it shall not use or permit others to use
Products for such purposes, unless Seller agrees to the use in writing. If, in breach of this, any such use occurs, Seller (and its parent, affiliates, suppliers and subcontractors) disclaims all liability arising out of or in
connection with any nuclear or other damages, injury or contamination, and in addition to any other legal or equitable rights of Seller, Buyer shall indemnify and hold Seller (and its parent, affiliates, suppliers and
subcontractors) harmless against any such liability. If Seller agrees in writing to any such use, the parties shall agree upon special terms and conditions that provide Seller protections against nuclear liability and which
are acceptable to Seller under the then current laws that apply.
11.2 Seller may assign or novate its rights and obligations under the order, in part or in whole, to any of its affiliates without Buyer’s consent. Buyer agrees to execute any documents that may be necessary
to effect Seller’s assignment or novation. The delegation or assignment by Buyer of any or all of its duties or rights under the order without Seller’s prior written consent shall be void.
11.3 If any provision of these Standard Terms of Sale is found to be void or unenforceable, the remainder of the provisions shall not be affected. The parties will replace any such void or unenforceable
provision with a new provision that achieves substantially the same practical or economic effect and is valid and enforceable.
11.4 The following Sections shall survive completion, termination or cancellation of the order: 2, 3, 4, 5, 6, 7, 8, 9, and 11.
11.5 These Standard Terms of Sale, together with Seller’s final quotation, order acknowledgement and/or proforma invoice, represent the entire agreement between the parties. No modification, amendment,
rescission or waiver shall be binding on either party unless agreed in writing by the parties’ authorized representatives. Save for (1) any terms relating to quantity, shipping
point, price, payment terms, delivery terms and delivery schedule which are agreed by the parties in a purchase order or proforma invoice, and (2) any terms expressly agreed in a signed distribution agreement by Buyer and
Seller, these Standard Terms of Sale shall prevail over any conflicting or inconsistent terms and conditions.
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