1. DEFINITIONS
For the purpose of these general terms and conditions of sales, the following capitalized terms shall have the following meanings:-
1.1 “Buyer” means any person or entity to whom the Contract and/or Quotation is signed with and/or addressed and shall include any agent of such person or entity.
1.2 “Contract” means the Contract signed between the Seller and the Buyer for the sale and purchase of the Goods specified in the Contract and/or Quotation which are both subject to the general terms and conditions of sales hereinafter set out. If there is any inconsistency between the terms of the Contract and the general terms and conditions of sales hereunder, the terms and conditions of sales shall prevail.
1.3 “Goods” means the goods or items specified in the Contract and/or Quotation which shall refer to and include new goods and products and/or used/ second hand goods and products and/or reconditioned goods and products and/or repaired goods and products and where applicable any other goods or items or materials or incidental parts of such goods or materials or items all of which are subject to the general terms and conditions of sales.
1.4 “Quotation” means the Seller’s quotation or letter describing the type of goods and the quantity thereof as well as the price of such quantity of goods as set out on the face of such quotation or letter.
1.5 “Order” means (whether in written, typed or in electronic form) a sales or delivery order issued and sent by the Seller to the Buyer for the supply and sale of goods and services which supply and sale shall be deemed to be transacted on and subject to the general terms and conditions of sales hereunder at all times.
1.6 “Seller” means Southern Scope Pte Ltd or Southern Scope Equipment Pte Ltd or Southern Scope Hardware Sdn Bhd
1.7 “Price” means the price for the goods or items or materials as stated in the Order and/or Quotation.
2. GENERAL
2.1 All Quotation(s) or Contract(s) given by the Seller and all Order(s) made by the Buyer are made and/or given and of which at all times are subject to the general terms and conditions of sales hereunder. Such terms and conditions of sales supersede and/or override and/or exclude any and all other terms appearing elsewhere in any other document regardless of whether it is the Seller’s or the Buyer’s document and/or quotation and/or purchase order and/or any memoranda, letter or electronic emails and/or verbally made.
2.2 Subject to Clause 3 below, no Contract for the sales of the Goods shall be concluded. A Contract for the sales of the Goods shall only be concluded if signed by both parties or in the course of the events related in Clause 3 below.
2.3 The Buyer acknowledges that no representations have been made by the Seller (of any of its officers, agents or other representatives) express or implied, verbally or in writing or otherwise which have induced the Buyer to enter into this Contract (which expression shall include any contract to which the terms herein contained apply) and the terms herein contained and those appearing on the Order shall constitute exclusively the terms and conditions governing the sale of the goods under the Contract.
2.4 No modification of the Contract shall be effective unless evidenced in writing and signed by or on behalf of the Seller and the Buyer. The signature or initialing of any of the Buyer’s documentation by the Seller shall not take effect as a modification of the Contract or be regarded as a term of the Contract.
2.5 Clause heading are inserted for convenience only and shall be ignored in the interpretation of this Contract. References to Clauses are to clauses of this Contract.
3. APPLICABILITY AND ACCEPTANCE OF TERMS AND CONDITIONS
3.1 These terms and conditions shall apply to all Contract(s) and/or Order(s) and/or to all appendices, schedules and other incidental documents thereto and such terms and conditions shall be incorporated and/or deemed to be incorporated pursuant to the acts as described in Clause 3.2.
3.2 Any of the following acts shall constitute conclusive and unconditional acceptance by the Buyer of the Contract(s) and/or Order(s) and the present terms and conditions herein:-
3.2.1 Signing the Contract;
3.2.2 Issuing the Order in favour of the Seller;
3.2.3 Any electronic, facsimile or typed written confirmation accepting the Contract or Quotation;
3.2.4 Delivery of the goods by the Seller to the Buyer and the acknowledgment confirming the acceptance of such goods by the Buyer; and
3.2.5 Making payment of the goods before delivery of the goods is made by the Seller to the Buyer.
3.3 Should the Seller sign or acknowledge receipt of any document received from the Buyer shall contain any terms or conditions, such signature or acknowledgement shall be made without the written consent of the Seller and be regarded merely as an act of acknowledgement of receipt of the document therein.
4. THE GOODS AND PRODUCTS
4.1 The Seller shall to the best of its ability provide an adequate and sufficient description of the goods in its Contract and/or Quotation. In conjunction with the Buyer’s duty at Clause 11 to thoroughly inspect the goods to be purchase, the Buyer acknowledges and accepts that the Seller shall not be bound by any representations, explanations and/or illustrations made either in writing or verbally by the Seller or as found in the Seller’s catalogues, price lists or advertisements.
4.2 If a sample of the Goods has been exhibited to or inspected by the Buyer, it is hereby agreed that such sample was so exhibited or inspected solely to enable the Buyer to judge for itself the general quality of the Goods as a whole and not so as to constitute a sale by sample. The Buyer shall take the Goods at the Buyer’s own risk as to their corresponding with the said sample or as to their quality, merchantability, condition, or fitness or sufficiency or suitability for any purpose or purposes. The Buyer acknowledges that the Seller makes no representation or warranty, express of implied, as to any of the aforesaid matters.
5. THE PRICE/ PAYMENT/ CANCELLATION
5.1 Subject to Clause 5.2, the price of the Goods shall be specified in the Seller’s Contract and/or Quotation.
5.2 The Buyer agrees that the Seller shall be entitled to increase the price of the Goods before or after delivery of the Goods (as the case may be) by sending a written notice to the Buyer either by way of post, facsimile or electronic mail. In notifying the Buyer of the increased amount in the price of the Goods, the Seller shall inform the Buyer of the reasons leading to such increase and the Buyer shall upon receipt of the written notice be deemed to accept such an increased amount. Typically, any increase in the price of Goods arises from the increase in the costs incurred by the Seller in relation to the increase in manufacture, acquisition, shipment and transportation, associated and incidental taxes, customs, duties, import and export surge charges or any other governmental charges or insurance charges.
5.3 Unless otherwise agreed in writing by the Seller, the Goods are sold subject to payment in full by the method specified in the Order.
5.4 Unless otherwise agreed in writing, the Seller shall not be bound to give up possession of the Goods until it shall have received payment in full for the Goods, and the Seller shall be deemed to have made a sufficient tender of the Goods if it shall notify the Buyer that the Goods are ready for delivery subject to payment.
5.5 If the Buyer fails or neglects to pay the price of the Goods in full by the method specified in the Order, the Seller shall be entitled to treat such failure or neglect as a repudiation of the whole Contract by the Buyer and to recover damages for such breach of contract, provided always that, without prejudice to the Seller’s said right to treat such failure or neglect as a repudiation, the Seller may also, in its sole discretion, at any time and from time to time re-sell all or any of the Goods for the Buyer’s account and/or as agent for the Buyer (but without surrendering its lien as an unpaid seller) arrange for the Goods to be held and stored at such place of places as the Seller may determine pending the resale and the Buyer will pay, and hereby agrees to indemnify the Seller against, all storage charges, insurance, demurrage or other costs, charges or expenses arising from such failure or neglect of the Buyer.
5.6 No credit is available to the Buyer unless prior arrangement has been made and agreed to by the Seller. If the Seller shall allow provisional credit in respect of any part of the Goods is shall be without prejudice to its right to refuse to give up possession of any other part of the Goods except against payment and its sole discretion to limit or cancel such provisional credit.
5.7 In any event, the whole of the price of the Goods shall fall due and payable without demand upon happening of any of the following events:-
5.7.1 Failure by the Buyer to pay any sum due to the Seller within seven (7) days of the due date of payment;
5.7.2 Breach by the Buyer of any obligations of the Buyer to the Seller;
5.7.3 The Buyer makes or offers to make any arrangements or composition with its creditors;
5.7.4 Commencement of winding-up of the Buyer;
5.7.5 Commission of an act of bankruptcy by the Buyer;
5.7.6 Appointment of a receiver of any of or whole of the assets of the Buyer; or
5.7.7 The levying of any distress or execution on any asset of the Buyer
5.8 Where the Goods are to be supplied or payment therefore is to be made by installments the failure or neglect of the Buyer to pay any installment in due time shall entitle the Seller to treat such failure or neglect as a repudiation of the whole Contract by the Buyer and to recover damages for such breach of Contract.
5.9 Interest on all sums due shall run at the rates of two percent (2.0%) per annum until payment is received, before any judgment therefore and thereafter at the judgment rate, and such interest shall be compounded at monthly intervals.
5.10 Payment of the price of the Goods (or any parts thereof) shall be made in the currency specifically provided for in the Order and shall be made in full to the Seller free and clear of any set-off to counterclaim and without any deduction or withholding whatsoever by the Buyer.
5.11 All bank charges, collection charges and stamps duties (if any) and all confirming wherever charged shall, unless otherwise agreed in writing between the Seller and the Buyer, be for the account of the Buyer and shall be payable by the Buyer on demand by the Seller.
5.12 Subject to Clause 6.12, the Buyer is not entitled to cancel this Contract without the prior written consent of the Seller, which if given shall be deemed to be on the expressed condition that the Buyer shall indemnify the Seller against all losses (including but not limited to loss of profit), damage, claims or actions arising out of such cancellation.
6. DELIVERY
6.1 The Buyer shall be responsible for obtaining any license or permit in respect of the export of the Goods or the delivery thereof for export from Singapore and any express incurred thereon shall be solely for the account of the Buyer.
6.2 Delivery of the Goods by partial shipments and trans-shipments shall be permitted.
6.3 The date or dates of the relevant bill or bills of lading or delivery order or similar document shall be conclusive of the date or dates of delivery of the Goods.
6.4 All delivery dates are estimates only and the time of delivery shall not be of the essence of this Contract.
6.5 Delivery shall be deemed to take place when the Goods are dispatched from the Seller and received by the Buyer.
6.6 Unless specific instructions as to the mode of delivery are stated by the Buyer and accepted by the Seller in the Order, the Seller shall be entitled to use whichever method of delivery it considers suitable.
6.7 In no circumstance shall the Seller be liable to compensate the Buyer in damages or otherwise for non-delivery or late delivery (as the case may be) of the Goods, or any of them, for whatever reason or for any loss, consequential or otherwise, arising therefrom.
6.8 Should the Seller be prevented from or hindered or delayed in delivering the Goods or any part thereof for any cause or reason whatsoever beyond the control of the Seller, including without limitation, the delay of any supplier of the Seller (whether the same affects the Seller or any other person, firm or company), the time for delivery shall be extended until the operation of the cause preventing or hindering or delaying delivery has ceased provided always that the Seller may instead at any time, by notice in writing to the Buyer, elect to rescind this Contract, in which case the Seller shall be under no further obligation or liability to the Buyer to deliver the Goods or (as the case may be) the remainder of the Goods undelivered at the date of the Seller’s said notice of rescission or under any other obligation or liability to the Buyer howsoever under this Contract.
6.9 Should the Seller be prevented from delivering any part of the Goods by reason of the circumstances referred to in Clause 6.8 (and notwithstanding any notice of rescission by the Seller under Clause 6.8), the Seller shall deliver and the Buyer shall take and pay for such part of the Goods as the Seller shall be able to deliver in accordance with this Contract.
6.10 The Seller shall be entitled to deliver the Goods in one or more consignments unless otherwise expressly agreed in writing, and each such delivery shall be treated as a separate contract and shall be independently paid for in accordance with Clause 5.
6.11 Delivery by the Seller of a quantity of the Goods within a margin of ten per cent (10%) of the quantity specified in the Order shall constitute proper and full performance of this Contract by the Seller and the Buyer shall pay in full for the quantity of the Goods so specified.
6.12 If delivery of any part of the Goods has not been made within (3) month of the estimated delivery date, the Buyer shall be entitled to cancel its order in respect of that part, but the Seller shall in no circumstance be liable to compensate the Buyer in damages or otherwise for late delivery or non-delivery (as the case may be of the Goods or any of them for whatever reason or for any loss consequential or otherwise arising therefrom.
6.13 The Buyer shall take delivery of the Goods in accordance with the Order and if the Buyer fails or neglects to take delivery of the Goods in accordance with the Order, the Seller may as agent for the Buyer but without affecting any right of the Seller arrange for the Goods to be stored at such place or places as the Seller may determine, and the Buyer hereby agrees to indemnify the Seller against all storage charges, insurance, demurrage or other costs expenses and charges arising from the Buyer’s failure or neglect.
7. PASSING OF RISK AND PROPERTY
7.1 Unless otherwise agreed in the Order by the Seller, risk of loss or damage to the Goods shall pass to the Buyer at the time of delivery or on passing of the property in the Goods, whichever is earlier.
7.2 The Seller shall not be liable to the Buyer for any loss of any kind arising from any damage to the Goods occurring after the risk has passed to the Buyer however caused, nor shall any liability of the Buyer to the Seller be diminished or extinguished by reason of such loss.
7.3 Unless otherwise agreed in writing by the Seller, the property in the Goods shall not pass to the Buyer until the whole of the price/all sums due or owing to the Seller by the Buyer on any account has been paid. Until such time as payment is made in full the Seller shall remain the absolute legal and beneficial owner of the Goods and the Buyer shall hold the Goods as bailee for the Seller and he will store the Goods on his premises separately from his own goods or those of any other person and in a manner which makes them readily identifiable as the Goods of the Seller.
7.4 Notwithstanding Clauses 7.1 and 7.3, if expressly provided in this Contract or so stipulated by the Seller by notice in writing to the Buyer, the property in the Goods shall pass to the Buyer before the whole of the price is fully paid, in which case the Goods shall thereafter be at the Buyer’s risk for loss or damage notwithstanding any delay or default in delivery howsoever arising.
7.5 The whole of the price shall not be treated as paid until any cheque, bill of exchange or other instrument or method of payment given or made by or on behalf of the Buyer has been met on presentation or otherwise honoured in accordance with its terms. The Seller may sue for the whole of the price at any time after it has become due and payable.
7.6 Payments shall be applied to invoices in the order in which they were issued and to the Goods in the order in which they are listed in any such invoices unless the Seller otherwise elects in its sole and absolute discretion to apply any payment in any other manner.
7.7 Unless otherwise agreed in writing by the Seller, where payment for the Goods has not been made in full, Clause 7.8 and 7.9 hereof shall apply.
7.8 If the Buyer defaults in the due and punctual payment of any sum owing to the Seller, the Seller shall be entitled to the immediate return of all Goods sold by the Seller to the Buyer (or the documents of title thereto) in which the property has not passed to the Buyer, and the Buyer hereby authorizes the Seller to recover the Goods or the documents of title thereto and to enter any premises of the Buyer for that purpose. Demand for or recovery of the Goods or the documents of title there by the Seller shall not of itself prejudice any other rights that the Seller may have against the Buyer nor discharge either the Buyer’s Liability to pay the whole of the price and to take delivery of the Goods or the Seller’s right to sue for the whole of the price.
7.9 The Buyer shall not pledge the Goods or documents of title thereto, or allow any lien arise thereon or hold itself out as the Seller’s agent in respect of the Goods. The Buyer shall not process the Goods; or deal with or dispose of the Goods or documents of title thereto or any interest therein.
8. USE OF THE GOODS
8.1 The Seller shall not be responsible for the installation of the Goods. In the event the Buyer requires the Seller to install the Goods or that the Goods shall require installation at the Buyer’s premises, all the expenses and costs incurred in connection with the installation of the Goods shall be entirely borne by the Buyer in addition to the price of the Goods purchased.
8.2 The Buyer shall bring to the attention of all persons using the Goods including in the case of a re-sale by the Buyer its purchases, all of the instructions and/or recommendations of the manufacturer or supplier for use packed with the Goods or referred to in any relevant catalogues or brochures or which the Seller or any manufacturer or supplier has otherwise notified the Buyer.
8.3 On a resale the Buyer shall obtain an enforceable undertaking from its purchaser not to remove any plaque or other label affixed to the Goods referring any user thereof to the instruction and/or recommendations of the manufacturer or supplier for use and that such purchaser will take such steps as are necessary to secure that there will be available in connection with the use of the Goods adequate information about the use for which they are designed and about any condition necessary to ensure that when put to that use they will be safe and without risk to health. In any other case, the Buyer shall take such steps as are necessary to ensure that there will be available in connection with the use of the same adequate information about the use for which they were designed and about any conditions necessary to ensure that when put to that use they will be safe and without risk to health.
8.4 The Buyer shall not remove any plaque or other label affixed to the Goods referring any user thereof to the instructions and or recommendations of the manufacturer or supplier for use.
8.5 In the event that either the Buyer or its purchaser being a person intending to use any parts of the Goods at work, requires any information as to the assembling of the Goods or the use for which such Goods were designed and have been tested and about any condition necessary to ensure that when put to that use they will be safe and without risk to health for the purpose of satisfying its obligations under any legislation or regulations for the time being in force relating to health and safety at work, the Seller may provided such information, subject to reimbursement by the Buyer in full of all out of packet expenses incurred by the Seller in furnishing such information.
8.6 Where the Goods have been manufactured or constructed according to designs or configurations or by processes specified or supplied by the Buyer, the Buyer represents and warrants to the Seller that the Buyer has or will have satisfied itself that necessary tests and examinations have been made or will be made prior to the Goods being brought into use to ensure that the Goods are designed, constructed and operational so as to be safe and without risk to the health or safety of workmen or other using the same, and that it will take such steps as are necessary to ensure that there will be available in connection with the use of the Goods adequate information about the use for which they are designed and have been tested and about any conditions necessary to ensure that when put to that use they will be safe and without risk to health.
8.7 The Buyer hereby agrees to indemnify the Seller against all actions, suits, demands, losses, charges, costs and expenses which the Seller may suffer or incur in connection with any claim by any third party alleging facts which if established would indicate a breach of the undertakings, representations and warranties on the part of the Buyer contained in this Clause 8 or which if established would indicate a breach by any purchaser from the Buyer of any undertaking which the Buyer is required in this Clause 8 to obtain from such Purchaser.
9. INSPECTION OF GOODS
9.1 The Buyer shall inspect the Goods upon the arrival at the Buyer’s premises or the place where the Buyer has arranged to store or receive the Goods, whichever first occurs, and shall within seven (7) days from the date of such arrival give written notice to the Seller (accompanied by a survey report by a suitably professionally qualified surveyor and quoting the Seller’s invoice number and carton number in respect of such Goods) of any matter or thing by reason whereof the Buyer may allege that the Goods are not in accordance with this Contract or are defective. If the Buyer fails or neglects to give such notice as hereinbefore provides, the Goods shall be conclusively presumed to be in all respects in accordance with this Contract and free from any defect which would be apparent on reasonable examination of the Goods, and the Buyer shall be deemed to have accepted the Goods unconditionally. If the Buyer establishes to the Seller’s reasonable satisfaction that the Goods are not in accordance with this Contract or are so defective the Buyer’s sole remedy in respect of such non-accordance or defects shall be limited, as the Seller may in its absolute discretion elect, to the replacement of the Goods or refund of the purchases price of the Goods or the appropriate part thereof against return of the Goods in accordance with the Seller’s written instructions. No Goods shall be returned without the Seller’s prior written authorization.
9.2 If the Goods are lost or damaged in transit and the Buyer so notifies the Seller seven (7) clear days before notice is required to be given to the carrier of the loss or damage, the Seller will without undertaking any liability, notify the carrier on the Buyer’s behalf of the loss and damage.
9.3 The Seller will use reasonable endeavors to procure for the Buyer the benefit of such warranties and other rights as are conferred on the Seller in relation to defects in such part or parts of the Goods as are not of the Seller’s manufacture by the terms of the agreement between the Seller and the supplier of the Goods.
9.4 The terms of this Contract set out the Seller’s entire liability in respect of the Goods, and the Seller’s liability under this Contract shall be in lieu of and to the exclusion of all other warranties, conditions, terms and liabilities, express or implied, statutory or otherwise, in respect of the quality, merchantability, condition, or fitness or sufficiency or suitability for any particular purpose or purposes of the Goods, or any of them, or otherwise howsoever (notwithstanding any advice or representation to the Buyer, all liability in respect of which howsoever arising, is expressly excluded) except those implied by law, statute or ordinance and which by law, statute or ordinance cannot be excluded, Save as provided by the terms of this Contract and except as aforesaid, the Seller shall not be under any liability, whether in Contract, tort or otherwise, in respect of any defects in the Goods, or any of them, or in respect of any failure of the Goods, or any of them, to correspond with any specification or sample, or for any injury, damage or loss resulting howsoever from such defects or from any work done in connection therewith.
10. REPLACEMENT OF FAULTY GOODS
10.1 Without prejudice to the provisions of Clause 9 hereof, if it is proved that there are any defects in Goods which are not immediately discoverable upon delivery, the Seller will, subject as is hereinafter provided, repair or replace at its own cost all Goods of its own manufacturing which are or become faulty by reason only of the use of defective materials or by reason of defective workmanship within a period of twelve (12) calendar months from the date of delivery provided that the Buyer has notified the Seller in writing of the fault within that period but the Seller will not be liable for any damage, loss or injury of any kind (whether direct or indirect, special or consequential) caused to the Buyer or any third party or to goods products or other property of the Buyer or third party due to such faults or defects.
10.2 The Seller’s liability under Clause 10.1 shall cease if
10.2.1 The Buyer shall not have paid in full the purchase price for Goods supplied by the Seller;
10.2.2 The Seller’s representatives are denied full and free right of access to Goods;
10.2.3 The Buyer permits persons other than the Seller or those approved or authorized by the Seller to effect any replacement of parts maintenance adjustments or repair to Goods;
10.2.4 The Buyer has not properly maintained Goods in accordance with instructions pamphlets or directions given or issued by the Seller from time to time; or
10.2.5 The Buyer uses any spare parts or replacements not manufactured by or on behalf of the Seller and supplied by it or fails to follow the Seller’s instructions for the use same.
11. WARRANTY PERIODS
Subject to Clauses 9 and 10 above, the warranty periods for the type of goods are as follows:-
(a) For new goods and products, the warranty period shall range from 1 to 12 months depending on the period granted by the manufacturer of such goods and products. The precise period of warranty for such goods and products are stated in the Seller’s sales Order. The warranty period commences from the date of the Seller’s Order. The scope of the warranty is limited to exchanging and substituting for the whole and exact quantity of such goods and products which are found to be flawed by way of manufacturer’s defects only and at all material times, no cash shall be returned for such flawed or defective goods.
(b) For used / second hand goods and products, the period of the warranty shall be 1 month only and shall commence from the date when the Buyer accepts delivery of such goods and products from the Seller. The scope of the warranty is limited to exchanging and substituting for the whole and exact quantity of such goods and products which are found to be flawed and defective during the warranty period. At all material times, no cash shall be returned for such flawed or defective goods.
(c) For repaired and/or reconditioned goods and products, the period of the warranty shall be 1 month only and shall commence from the date when the Buyer accepts delivery of such goods and products from the Seller. The scope of the warranty is limited to the parts and equipment used to repair and/or reconditioned such goods and products and does not extend to the whole or other parts of such goods and products. If the parts and/or equipment used to repair and/or recondition the goods and products are found to be flawed or defective, they shall be exchanged and substituted by way of the installation of new parts and/or equipment. At all material times, no cash shall be returned for such flawed or defective parts and/or equipment.
12. LIMITATION OF LIABILITY
Without prejudice to Clause 9.4 hereof, the Seller liability (if any) whether in contract, tort or otherwise in respect of any defect in the Goods or for any breach of this Contract or of any duty owed to the Buyer in connection herewith, shall be further limited in the aggregate to the total purchase price of the price.
13. SELLER’S LIEN
Without prejudice to any right of lien that the Seller may in law be entitled, the Seller shall be entitle to a general lien on all goods of the Buyer in the Seller’s possession (although such goods or some of them may have been paid for) for all sums, whether liquidated or quantified or not, due from the Buyer to the Seller under this Contract. The Seller shall not be liable for loss of or damaged to any of the Buyer’s goods in the seller’s possession either as a result of the exercise by the Seller of the general lien or otherwise caused.
14. INDEMNITY
The Buyer hereby agrees to keep the Seller indemnified in respect of all damaged, injuries or losses occurring to any person or property and against all actions, suits, claims, demands, charges, or expenses in connection therewith arising from the condition or use of the Goods in the event and to the extent that the damage, injury or loss shall have been occasioned partly or wholly by the neglect or default of the Buyer or the Buyer’s servants or agents or by breach by the Buyers of the Buyer’s obligation to the seller hereunder.
15. PATENTS, TRADE MARKS, ETC.
15.1 The Goods are sold subject to the rights of any person, whether in respects of any patent, trademark, registered design, copyright, confidential disclosure or otherwise howsoever to prevent or restrict the sale or use of the Goods in any part of the world, and the Buyer will in this respect accept such title to the Goods as the Seller may have.
15.2 Where the Goods have been manufactured or constructed according to designed or configurations or by processes specified or supplied by the Buyer, the Buyer represents and warrants to the Seller that the Goods as so designed or configured and/or the processes so used do not infringe the right of any person, whether in respect of any patent, trade mark, registered design, copyright, confidential disclosure, or otherwise howsoever to prevent or restrict the sale or use of the Goods or the use of such processes in any part of the world. The Buyer hereby agrees to keep the Seller indemnified against all actions, suits, claims, demand, losses, charges, damages, costs and expenses which the Seller may suffer or incur in connection with any claim by any third party alleging facts which if established would indicate a breach of the foregoing representations and warranties contained in this Clause 15.2.
15.3 If any Goods manufactured or constructed according to the Buyer’s instructions (as referred to in Clause 15.2) are returned to the Seller pursuant to the provisions of Clause 9.1, the Seller shall be entitled to dispose of such Goods by reference to any such trade mark or other marks and the Buyer hereby agrees to waive any rights in such trade mark or other marks for the purpose of enabling the Seller to so dispose of such Goods.
16. SEVERABILITY
The invalidity or unenforceability of any term of or any right arising pursuant to this Contract shall not in any way affect the remaining terms or rights.
17. PROPER LAW
This Contract shall be governed by and interpreted in all respects in accordance with the Laws of Singapore, and the Buyer hereby irrevocably submits to the jurisdiction of the Singapore Courts, but the Seller reserves the absolute right to enforce this Contract in the courts of any other competent jurisdiction.
18. ASSIGNMENT
18.1 This Contract shall be binding upon and ensure for the benefit of each party’s successors and assigns.
18.2 The Buyer shall not assign any benefit under this Contract without the consent in writing of the Seller, which may if given be on such terms as to guarantee or indemnity or otherwise as the Seller shall in its absolute discretion determine.
19. NOTICES
Any notice given under or pursuant to this Contract may be sent by hand or by post or by registered post or by the recorded delivery service or transmitted by telex, telegram or any other means of telecommunication resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the respective addresses of the parties shown on the face hereof or such other address as either party may by notice in writing to the other have substituted therefore shall be deemed validly and effectively given on the day when in the ordinary course of the means of transmission it would first be received by the address in normal business hours.
20. WAIVER
No claim or right of the Seller under this Contract shall be waived or renounced in whole or in part unless the waiver or renunciation of such claim or right is acknowledged and confirmed in writing by the Seller.