1. Entire Agreement, Application and Scope
1.1 These Terms and Conditions (“Terms”) shall apply to and govern all quotations, sales orders, purchase orders, and invoices (howsoever named), pursuant to which goods and services (“Products”) are delivered by SJP Sealing Technology (S) Private Limited and/or its affiliated companies, including but not limited to SJP (Asia Pacific) Private Limited, SJP Sealing Technology (M) Sdn Bhd, and SJP Sealing Technology (Southern) Sdn Bhd (singly, “Supplier” and collectively, the “Suppliers”) to any purchaser (“Customer”) (the Suppliers and Customer together, the “Parties”).
1.2 These Terms apply whether or not they are attached to or referenced in any specific transaction, order, or agreement.
1.3 No variation of these Terms shall be effective unless it is agreed in writing, signed by the Parties (or their authorised representatives), and expressly states that it is amending this agreement.
1.4 By agreeing to purchase Products from the Supplier(s), the Customer shall be deemed to have accepted these Terms in full, to the exclusion of all other terms that the Customer seeks to impose or incorporate, unless expressly agreed by the Parties in writing.
2. Offer and Contract Formation
Any quotations provided by the Supplier(s) to the Customer are non-binding invitations to treat and are valid for thirty (30) days unless stated otherwise. No contractual relations between the Parties shall be deemed to have formed until: (a) the Supplier(s) have issued confirmation of acceptance of any purchase order issued by the Customer; or (b) the Supplier(s) have commenced performance of the purchase order, whichever occurs first.
3. Product Suitability and Specifications
3.1 The specifications the Products shall be as set out in the set of technical documentation or data sheets provided by the Supplier(s) prior to the time of order. Insofar as the Products are manufactured by third parties and not in house by the Supplier(s), the Supplier(s) do not warrant the accuracy of any technical documentation or data sheets as may be provided by such third parties in relation to the Products.
3.2 The Customer is solely responsible for determining the suitability of the Products for its specific applications, including material compatibility, pressure, temperature, chemical exposure and installation conditions.
3.3 Subject to Clause 7, no representation or warranty is given as to fitness for a particular purpose unless expressly stated in writing by the Supplier(s).
4. Pricing and Payment
4.1 All prices are quoted on an Incoterms 2020 EXW – ex-Works (Suppliers’ warehouse) basis (“Incoterms”) and exclusive of all applicable sales and value-added taxes, duties and charges.
4.2 Payment terms are as stated on the quotation. The Customer shall pay all sums due in full, in the currency and to the bank account specified in the quotation / invoice (as the case may be), without any deduction, withholding or set-off, by the due date stated.
4.3 If the Customer fails to make any payment when due, the Supplier(s) may charge interest on the overdue amount at the rate of 1% per month (calculated on a daily basis, accruing from the due date until payment is received in full). The Supplier(s) reserve their right to suspend delivery of any Products or cancel any outstanding orders and assumes no liability to the Customer.
4.4 Interest under Clause 4.3 shall accrue on a day-to-day basis and be calculated by the Supplier(s) on such terms as the Supplier(s) may from time to time determine and shall be compounded on the last day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Singapore (“Business Day”) of each month.
5. Delivery and Risk
5.1 Delivery dates provided by the Supplier(s) are estimates only and not guaranteed. In the event any Products ordered by the Customer are available for delivery prior to the delivery date provided by the Supplier(s)’, the Supplier(s) shall be entitled to make early delivery of such Products. Parties agree that time is not of the essence unless specifically agreed in writing.
5.2 Subject to Clause 4.1, risk of loss or damage to the Products passes to the Customer in accordance with the agreed Incoterms. Title to the Products shall pass to the Customer only upon full payment.
6. Inspection and Claims
6.1 The Customer may within seven (7) days of delivery, inspect the Products and notify the Supplier(s) of any visible damage, quantity discrepancies or non-conformance to specifications.
6.2 Failure by the Customer to notify the Supplier(s) within this period of any visible damage, quantity discrepancies, or non-conformance to specifications concerning the Products constitutes acceptance by the Customer of the same. The Supplier(s)’ liability for non-conforming Products is limited to repair, replacement or credit, at their sole discretion.
7. Warranties and Limitation of Liability
7.1 Insofar as the Products delivered are manufactured in house by the Supplier(s), the Supplier(s) warrant that such Products:
(a) conform in all material respects to the set of technical documentations or data sheets provided by the Supplier(s) prior to the time of order; and
(b) are free from defects in material and workmanship under normal use and service, for a period of twelve (12) months from the date of delivery.
7.2 The warranty set out in Clause 7.1 shall not apply and the Supplier(s) shall have no liability where:
(a) the alleged defect arises from improper installation, handling or use not in accordance with industry best practices or Supplier(s)’ instructions;
(b) the Products are used in operating conditions exceeding those stated in the technical specifications (including temperature, pressure and chemical exposure limits);
(c) the Products are modified, altered or repaired without prior written authorisation from the Supplier(s); or
(d) wear and tear, corrosion or degradation occurs as part of expected material performance due to the usage environment.
For the avoidance of doubt, the Supplier(s) make no warranties whatsoever in relation to Products that had been manufactured by third parties.
7.3 If the Products do not comply with the limited warranty set out at Clause 7.1, the Supplier(s)’ sole obligation and the Customer’s exclusive remedy shall be, at the Supplier(s)’ sole discretion and election:
(a) the repair or replacement of the defective Products; or
(b) a refund or credit of the purchase price paid for the defective Products.
All warranty claims must be submitted in writing within the warranty period of twelve (12) months from the date of delivery subject to Clause 7.1(b) and include reasonable supporting evidence. The Supplier(s) shall not be liable for any warranty claim(s) under Clause 7.3 that is submitted after the warranty period of twelve (12) months, from the date of delivery, has lapsed subject to Clause 7.1(b). Insofar as permissible under applicable laws, in such event, the Customer shall be deemed to have irrevocably waived any and all claims that may arise from, in connection with, and/or in relation to the Products, and release and forever discharge the Supplier(s), their officers, and employees from all and any liability in respect of the Products.
7.4 Subject to and to the fullest extent permitted by applicable laws, all other warranties, conditions, representations or guarantees, whether express or implied by statute, common law, trade usage or otherwise, including but not limited to any implied warranties of merchantability, satisfactory quality or fitness for a particular purpose, are hereby excluded and shall not under any circumstances apply to these Terms.
7.5 Subject to and to the fullest extent permitted by applicable laws, the total liability of the Supplier(s) arising out of or in connection with any order or agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the total invoiced price of the Products giving rise to the claim. The Supplier(s) shall not be liable for:
(a) loss of profit, revenue, goodwill or anticipated savings; or
(b) any indirect, special, incidental, punitive or consequential loss or damage, however caused.
7.6 The Customer shall indemnify and hold harmless the Supplier(s) against any and all claims, losses, liabilities and expenses arising out of:
(a) the resale, distribution or use of the Products by the Customer or its customers in applications not approved or reasonably foreseeable by the Supplier(s);
(b) the combination of the Products with other components not supplied or approved by the Supplier(s); or
(c) failure to comply with applicable installation or maintenance instructions.
7.7 The Supplier(s) shall not be liable for any failure or delay in performance arising from events beyond their reasonable control, including but not limited to acts of God, natural disasters (including but not limited to fires, earthquakes, storms, typhoons or floods), strikes, lockouts or labour disputes, shortages, pandemics, epidemics, governmental restrictions, wars, terrorist acts, riots, sanctions, transportation delays, acts of civil or military authorities and failures in electronic and computer information and communications systems. In the event of such delay, the time for performance of the affected obligations shall be extended for a period equal to the time lost due to the delay, and the affected Party shall take reasonable steps to remedy the delay as soon as practicable under the circumstances.
8. Intellectual Property
8.1 All rights in trademarks, technical drawings, product formulations and specifications, patents, rights to inventions, copyright and related rights, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world shall remain with the Supplier(s) and/or their licensors.
8.2 The Customer warrants that they shall not reproduce any Products (or their relevant technical drawings, product formulations and specifications) or analyse, decompile, modify or disassemble the Products with regard to their composition without prior written consent from the Supplier(s).
9. Compliance and Export Control
9.1 The Customer warrants that it has complied with all applicable laws relating to the import, export, use and resale of the Products, including local chemical safety and environmental regulations.
9.2 In relation to any laws or regulations relating to economic or financial, trade, immigration, aircraft, shipping or other sanctions, export controls, trade embargoes or restrictive measures (“Sanctions”) from time to time imposed, administered or enforced by the United Nations (“UN”) and any other governmental authority with jurisdiction over the Customer or any part of its business and in each case their respective governmental, judicial or regulatory institutions, agencies, departments and authorities responsible for the implementation and enforcement of sanctions (“Sanctions Authority”), including, without limitation, the UN Security Council, the Monetary Authority of Singapore, the Ministry of International Trade and Industry of Malaysia and Ministry of Home Affairs of Malaysia (“MOHA”) the Customer warrants that, at the date of forming a contractual relation with the Supplier(s) pursuant to Clause 2, it is not:
(a) listed on any of the lists issued or maintained by a Sanctions Authority designating or identifying persons that are subject to Sanctions, in each case as amended, supplemented or substituted from time to time, including without limitation the United Nations Security Council Consolidated List, the Monetary Authority of Singapore’s List of Designated Individuals and Entities, the United Kingdom HM Treasury Sanctions List, Malaysian Prohibited & Restricted End User List, MOHA List and the European Union Consolidated Financial Sanctions List (“Sanctions List”);
(b) owned or controlled by a person listed on a Sanctions List;
(c) resident, domiciled or located in, or incorporated or organised under the laws of, a country or territory that is subject to any Sanctions;
(d) otherwise identified by a Sanctions Authority as being subject to Sanctions;
(e) contravening and has not contravened any Sanctions; or
(f) involved in and has not in any way been involved in any actual or threatemed litigation, arbitration, settlement or other proceedings (including alternative dispute resolution, criminal and administrative proceedings), or investigation, inquiry, enforcement action (including the imposition of fines or penalties) by any governmental, administrative, regulatory or similar body or authority, (other than for the sole purpose of providing information or evidence in respect of such proceedings) relating to, or in connection with, any actual or alleged contravention of Sanctions.
9.3 At all times during the course of dealings with the Suppler(s), the Customer shall:
(a) not contravene any Sanctions;
(b) not do, or omit to do, any act that will cause or lead the Supplier(s) to contravene any Sanctions; and
(c) implement adequate policies and procedures to ensure compliance with Sanctions.
9.4 The Supplier(s) may withhold delivery if they reasonably believe such delivery would breach any applicable regulations or Sanctions and assumes no liability to the Customer.
10. Governing Law and Dispute Resolution
10.1 Governing Law
(a) Subject to Clause 10.1(b), insofar as quotations, sales orders, purchase orders, and/or invoices (howsoever named) are issued by SJP Sealing Technology (M) Sdn Bhd, SJP Sealing Technology (Southern) Sdn Bhd and/or any other affiliated companies incorporated in Malaysia, pursuant to which Products are delivered, these Terms, and any dispute arising from, in connection with, and/or relating to them shall be governed by and construed in accordance with the laws of Malaysia, excluding any conflict-of-laws rules and any doctrine of renvoi.
(b) Subject to Clause 10.1(a), insofar as quotations, sales orders, purchase orders, and/or invoices (howsoever named) are issued by SJP Sealing Technology (S) Private Limited, SJP (Asia Pacific) Private Limited and/or any other affiliated companies not incorporated in Malaysia, pursuant to which Products are delivered, these Terms, and any dispute arising from, in connection with, and/or relating to them shall be governed by and construed in accordance with the laws of Singapore, excluding any conflict-of-laws rules and any doctrine of renvoi.
10.2 Dispute Resolution
(a) Any dispute between the Customer and: (i) SJP Sealing Technology (S) Private Limited; (ii) SJP (Asia Pacific) Private Limited; and/or (iii) any other affiliated companies not incorporated in Malaysia, and arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The law governing this arbitration agreement shall be Singapore law.
(b) Any dispute between the Customer and: (i) SJP Sealing Technology (M) Sdn Bhd; (ii) SJP Sealing Technology (Southern) Sdn Bhd; and/or (iii) any other affiliated companies incorporated in Malaysia, and arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved through the Courts of Malaysia.
11. Confidentiality
11.1 The Customer shall not, subject to Clause 11.2, reveal to any person, firm or partnership, company, corporation, association, organisation or trust (in each case whether or not having a separate legal personality) any commercial or technical information (including any drawings, models, tools, technical records, procedural methods, software or other technical or commercial know-how or deliverables), pricing arrangements and business strategies which may come to its knowledge during the course of dealings with the Supplier(s) (“Confidential Information”) and shall keep with complete secrecy the Confidential Information entrusted to and/or received by the Customer and shall not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to any Supplier(s) or its business or may be likely so to do. This restriction shall continue to apply after the termination of these Terms without limit in point of time but shall cease to apply to information or knowledge which may come into the public domain.
11.2 The restrictions in this Clause 11 shall not apply:
(a) to any disclosure or use authorised by the Supplier(s) or required by law; or
(b) to any Confidential Information which may lawfully have come into the public domain other than by a breach of this Terms.
11.3 If the Customer is required by law to disclose any Confidential Information, the Customer shall promptly provide the Supplier(s) with prior written notice of thereof and cooperate with the Supplier(s) in seeking a protective order or other appropriate protection of such information.
11.4 The Customer acknowledges that the restrictions contained in this Clause 11 are reasonable and that irreparable damage will be caused to the Supplier(s) in the event of any violation of any of the provisions of this Clause 11 by the Customer.
12. General Provisions
12.1 If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable, in whole or in part, the provision or part will be severed from the remainder of these Terms, which will continue to be valid and enforceable to the fullest extent permitted by law.
12.2 Where applicable, subject to Clause 7.4, the Contracts (Rights of Third Parties) Act 2001 of Singapore shall not under any circumstances apply to these Terms and any person who is not a party to these Terms (whether or not such person shall be named, referred to or otherwise identified, or form part of a class of persons so named, referred to or identified in these Terms) shall have no right under the Contracts (Rights of Third Parties) Act 2001 to enforce these Terms.
12.3 Where applicable, subject to Clause 7.4, any person who is not a party to these Terms (whether or not such person shall be named, referred to or otherwise identified, or form part of a class of persons so named, referred to or identified in these Terms) shall have no right under any common law exceptions to the doctrine of privity of contract to enforce these Terms.
12.4 Insofar as these terms are governed by Singapore law, subject to Clause 7.4, the Sale of Goods Act 1979 of Singapore shall not under any circumstances apply to these Terms.
12.5 Insofar as these terms are governed by Malaysia law, subject to Clause 7.4, the Sale of Goods Act 1957 of Malaysia shall not under any circumstances apply to these Terms.
12.6 Subject to Clause 7.4, the United Nations Convention on Contracts for the International Sale of Goods shall not under any circumstances apply to these Terms.
12.7 These Terms, along with any quotations, sales orders, purchase orders, and invoices (howsoever named), constitute the entire agreement between the parties.
12.8 No failure on the part of either Party to these Terms to exercise, and no delay on its part in exercising, any right or remedy under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law.
12.9 The Customer may not assign nor transfer to any third party the benefit and/or burden of these Terms without the prior written consent of an authorised representative of the Supplier(s).
12.10 These Terms are issued in the English language only. All other translations are provided for reference only, and the English version shall prevail in the event of any conflict.
