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1.1 In these Conditions:"Buyer" means the person who accepts a quotation of the
Seller for the sale of the Goods or whose order for the Goods is
accepted by the Seller."Conditions" means the terms and conditions set out herein
and (unless the context otherwise requires) includes any special
terms and conditions agreed in writing between the Buyer and the
Seller."Contract" means the contract for the purchase and sale
of the Goods made between the Buyer and the Seller."Goods" means the goods (including any instalment of
the goods or any parts for them) which the Seller is to supply in
accordance with the Contract."Seller" means SATO ASIA PACIFIC PTE. LTD."Writing" includes telex, cable, facsimile transmission
and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute
shall be construed as a reference to that provision as amended,
re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and
shall not affect their interpretation.
2.1 The Seller shall sell and the Buyer shall purchase the Goods
in accordance with any written quotation of the Seller which is
accepted by the Buyer, or any written order of the Buyer which is
accepted by the Seller, subject in either case to these Conditions,
which shall govern the Contract to the exclusion of any other terms
and conditions subject to which any such quotation is accepted or
purported to be accepted, or to which any such order is made or
purported to be made, by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed
in Writing between the authorised representatives of the Buyer and
the Seller.
2.3 The Seller's employees or agents are not authorised to make
any representations concerning the Goods unless confirmed by the
Seller in Writing. In entering into the Contract the Buyer acknowledges
that it does not rely on any such representations which are not
so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees
or agents to the Buyer or its employees or agents as to the storage,
application or use of the Goods which is not confirmed in Writing
by the Seller is followed or acted upon entirely at the Buyer's
own risk, and accordingly the Seller shall not be liable for any
such advice or recommendation which is not so confirmed.
2.5 Any bona fide typographical, clerical or other error or omission
in any sales literature, quotation, price list, acceptance of offer,
invoice or other document or
information issued by the Seller shall be subject to correction
without any liability on the part of the Seller.
3.1 No order submitted by the Buyer shall be deemed to be accepted
by the Seller unless and until confirmed in Writing by the Seller's
authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the
accuracy of the terms of any order (including any applicable specification)
submitted by the Buyer, and for giving the Seller any necessary
information relating to the Goods within a sufficient time to enable
the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification
for the Goods shall be those set out in the Seller's quotation (if
accepted by the Buyer in Writing) or the Buyer's order (if accepted
by the Seller in Writing).
3.4 If the Goods are to be manufactured or any process is to be
applied to the Goods by the Seller in accordance with a specification
submitted by the Buyer, the Buyer shall indemnify the Seller against
all loss, damages, costs and expenses awarded against or incurred
by the Seller in connection with or paid or agreed to be paid by
the Seller in settlement of any claim for infringement of any patent,
copyright, design, trade mark or other industrial or intellectual
property rights or any other person which results from the Seller's
use of the Buyer's specification.
3.5 The Seller reserves the right to make any changes in the specification
of the Goods which are required to conform with any applicable statutory
or regulatory requirements or, where the Goods are to be supplied
to the Seller's specification, which do not materially affect their
quality or performance.
3.6 No order which has been accepted by the Seller may be cancelled
by the Buyer except with the agreement in Writing of the Seller
and on terms that the Buyer shall indemnify the Seller in full against
all loss (including loss of profit), costs (including the cost of
all labour and materials used), damages, charges and expenses incurred
by the Seller as a result of cancellation.
4.1 The price of the Goods shall be the Seller's quoted price or,
where no price has been quoted (or a quoted price is no longer valid),
the price listed in the Seller's published price list current at
the date of acceptance of the order. All prices quoted are valid
for 30 days only or until earlier acceptance by the Buyer, after
which time they may be altered by the Seller without giving prior
notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer
at any time before delivery, to increase the price of the Goods
to reflect any increase in the cost to the Seller which is due to
any factor beyond the control of the Seller (such as, without limitation,
any foreign exchange fluctuation, currency regulation, alteration
of duties, significant increase in the costs of labour, materials
or other costs of manufacture), any change in delivery dates, quantities
or specifications for the Goods which is requested by the Buyer,
or any delay caused by any instructions of the Buyer or failure
of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation
or in any price list of the Seller, and unless otherwise agreed
in Writing between the Buyer and the Seller, all prices are given
by the Seller on an ex works basis, and where the Seller agrees
to deliver the Goods otherwise than at the Seller's premises, the
Buyer shall be liable to pay the Seller's charges for transport,
packaging and insurance.
4.4 The price is exclusive of any applicable Goods and Services
Tax (GST), which the Buyer shall be additionally liable to pay to
the Seller.
4.5 The cost of pallets and returnable containers will be charged
to the Buyer in addition to the price of the Goods, but full credit
will be given to the Buyer provided they are returned undamaged
to the Seller before the due payment date.
5.1 Subject to any special terms agreed in Writing between the
Buyer and the Seller, the Seller shall be entitled to invoice the
Buyer for the price of the Goods on or at any time after delivery
of the Goods, unless the Goods are to be collected by the Buyer
or the Buyer wrongfully fails to take delivery of the Goods, in
which event the Seller shall be entitled to invoice the Buyer for
the price at any time after the Seller has notified the Buyer that
the Goods are ready for collection or (as the case may be) the Seller
has tendered delivery of the Goods.
5.2 The Buyer shall pay the full price of the Goods (less any discount
to which the Buyer is entitled, but without any other deduction)
within 30 days of the date of the Seller's invoice, and the Seller
shall be entitled to recover the price, notwithstanding that delivery
may not have taken place and the property in the Goods has not passed
to the Buyer. The time of payment of the price shall be of the essence
of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then,
without prejudice to any other right or remedy available to the
Seller, the Seller shall be entitled to;
5.4.1 cancel the contract or suspend any further deliveries to
the Buyer;
5.4.2 appropriate any payment made by the Buyer to such of the
Goods (or the goods supplied under any other contract between the
Buyer and the Seller) as the Seller may think fit (notwithstanding
any purported appropriation by the Buyer); and
5.4.3 charge the Buyer interest (both before and after any judgment)
on the amount unpaid, at the rate of one per cent (1%) per month,
or the maximum rate payable at law, if lower, calculated from the
date payment is due until payment in full is made (a part of a month
being treated as a full month for the purpose of calculating interest).
6.1 Delivery of the Goods shall be made by the Buyer collecting
the Goods at the Seller's premises at any time after the Seller
has notified the Buyer that the Goods are ready for collection or,
if some other place for delivery is agreed by the Seller, by the
Seller delivering the Goods to that place.
6.2 Any dates quotes for delivery of the Goods are approximate
only and the Seller shall not be liable for any delay in delivery
of the Goods however caused. Time for delivery shall not be of the
essence of the Contract unless previously agreed by the Seller in
writing. The Goods may be delivered by the Seller in advance of
the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where delivery of the Goods is to be made by the Seller in
bulk, the Seller reserves the rights to deliver up to 100 per cent
more or 50 per cent less than the quantity ordered without any adjustment
in the price, and the quantity so delivered shall be deemed to be
the quantity ordered.
6.4 Where the Goods are to be delivered in instalments, each delivery
shall constitute a separate contract and failure by the Seller to
deliver any one or more of the instalments in accordance with these
Conditions or any claim by the Buyer in respect of any one or more
instalments shall not entitle the Buyer to treat the Contract as
a whole as repudiated.
6.5 If the Seller fails to deliver the Goods (or any instalment)
for any reason other than any cause beyond the Seller's reasonable
control or the Buyer's fault, and the Seller is accordingly liable
to the Buyer, the Seller's liability shall be limited to the excess
(if any) of the cost to the Buyer (in the cheapest available market)
of similar goods to replace those not delivered over the price of
the Goods.
6.6 If the Buyer fails to take delivery of the Goods or fails to
give the Seller adequate delivery instructions at the time stated
for delivery (otherwise than by reason of any cause beyond the Buyer's
reasonable control or by reason of the Seller's default) then, without
prejudice to any other right or remedy available to the Seller,
the Seller may:
6.6.1 store the Goods until actual delivery and charge the Buyer
for the reasonable costs (including insurance) of storage; or
6.6.2 sell the Goods at the best price readily obtainable and (after
deducting all reasonable storage and selling expenses) charge the
Buyer for any shortfall below the price under the Contract.
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller's premises,
at the time when the Seller notifies the Buyer that the Goods are
available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the
Seller's premises, at the time of delivery or, if the Buyer wrongfully
fails to take delivery of the Goods, the time when the Seller has
tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods,
or any other provision of these Conditions, the property in the
Goods shall not pass to the Buyer until the Seller has received
in cash or cleared funds payment in full of the price of the Goods
and all other goods agreed to be sold by the Seller to the Buyer
for which payment is then due.
7.3 Until such time as the property in the Goods passes to the
Buyer, the Buyer shall hold the Goods as the Seller's fiduciary
agent and bailee, and shall keep the Goods separate from those of
the Buyer and third parties and properly stored, protected and insured
and identified as the Seller's property, but shall be entitled to
resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the
Buyer (and provided the Goods are still in existence and have not
been resold), the Seller shall be entitled at any time to require
the Buyer to deliver up the Goods to the Seller and, if the Buyer
fails to do so forthwith, to enter upon any premises of the Buyer
or any third party where the Goods are stored and repossess the
Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge
by way of security for any indebtedness any of the Goods which remain
the property of the Seller, but if the Buyer does so all moneys
owing by the Buyer to the Seller shall (without prejudice to any
other right or remedy of the Seller) forthwith become due and payable.
8.1 Subject to the conditions set out below the Seller warrants
that the Goods will correspond with their specification at the time
of delivery and will be free from defects in material and workmanship
excluding print head for a period of 12 months from the date of
their initial use or 12 months from delivery, whichever is the first
to expire.
8.2 The above warranty is given by the Seller subject to the following
conditions:
8.2.1 the Seller shall be under no liability in respect of any
defect in the Goods arising from any drawing, design or specification
supplied by the Buyer;
8.2.2 the Seller shall be under no liability in respect of any
defect arising from fair wear and tear, wilful damage, negligence,
abnormal working conditions, failure to follow the Seller's instructions
(whether oral or in writing), misuse or alteration or repair of
the Goods without the Seller's approval;
8.2.3 the Seller shall be under no liability under the above warranty
(or any other warranty, condition or guarantee) if the total price
of the Goods has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to parts, materials or
equipment not manufactured by the Seller, in respect of which the
Buyer shall only be entitled to the benefit of any such warranty
or guarantee as is given by the manufacturer to the Seller.
8.3 Subject as expressly provided in these Conditions, all warranties,
conditions or other terms implied by statute or common law are excluded
to the fullest extent permitted by law.
8.4 Where the Goods are sold under a consumer transaction (as defined
by the Consumer Transactions (Restrictions on Statements Order 1976)
the statutory rights of the Buyer are not affected by these Conditions.
8.5 Any claim by the Buyer which is based on any defect in the
quality or condition of the Goods or their failure to correspond
with specification shall (whether or not delivery is refused by
the Buyer) be notified to the Seller within 7 days from the date
of delivery or (where the defect or failure was not apparent on
reasonable inspection) within a reasonable time after discovery
of the defect or failure. If delivery is not refused, and the Buyer
does not notify the seller accordingly, the Buyer shall not be entitled
to reject the Goods and the Seller shall have no liability for such
defect or failure, and the Buyer shall be bound to pay the price
as if the Goods had been delivered in accordance with the Contract.
8.6 Where any valid claim in respect of any of the Goods which
is based on any defect in the quality or condition of the Goods
or their failure to meet specification is notified to the Seller
in accordance with these Conditions, the Seller shall be entitled
to replace the Goods (or the part in question) free of charge or,
at the Seller's sole discretion, refund to the Buyer the price of
the Goods (or a proportionate part of the price), but the Seller
shall have no further liability to the Buyer.
8.7 Except in respect of death or personal injury caused by the
Seller's negligence, the Seller shall not be liable to the Buyer
by reason of any representation (unless fraudulent), or any implied
warranty, condition or other term, or any duty at common law, or
under the express terms of the Contract, for any indirect, special
or consequential loss or damage (whether for loss of profit or otherwise),
costs, expenses or other claims for compensation whatsoever (whether
caused by the negligence of the Seller, its employees or agents
or otherwise) which arise out or in connection with the supply of
the Goods or their use or resale by the Buyer, and the entire liability
of the Seller under or in connection with the Contract shall not
exceed the price of the Goods, except as expressly provided in these
Conditions.
8.8 The Seller shall not be liable to the Buyer or be deemed to
be in breach of the Contract by reason of any delay in performing,
or any failure to perform, any of the Seller's obligations in relation
to the Goods, if the delay or failure was due to any cause beyond
the Seller's reasonable control. Without prejudice to the generality
of the foregoing, the following shall be regarded as causes beyond
the Seller's reasonable control:
8.8.1 Act of God, explosion, flood, tempest, fire or accident;
8.8.2 war or threat of war, sabotage, insurrection, civil disturbance
or requisition;
8.8.3 acts, restrictions, regulations, bye-laws, prohibitions or
measures of any kind on the part of any governmental parliamentary
or local authority;
8.8.4 import or export regulations or embargoes;
8.8.5 strikes, lock-outs or other industrial actions or trade disputes
(whether involving employees of the Seller or of a third party);
8.8.6 difficulties in obtaining raw materials, labour, fuel, parts
or machinery;
8.8.7 power failure or breakdown in machinery.
9.1 This clause applies if:
9.1.1 the Buyer makes any voluntary arrangement with its creditors
or (being an individual or firm) becomes bankrupt or (being a company)
becomes subject to an administration order or goes into liquidation
(otherwise than for the purposes of amalgamation or reconstruction);
or
9.1.2 an encumbrancer takes possession, or a receiver is appointed,
of any of the property or assets of the Buyer; or
9.1.3 the Buyer ceases, or threatens to cease, to carry on business;
or
9.1.4 the Seller reasonably apprehends that any of the events mentioned
above is about to occur in relation to the Buyer and notifies the
Buyer accordingly.
9.2 If this clause applies then, without prejudice to any other
right or remedy available to the Seller, the Seller shall be entitled
to cancel the Contract or suspend any further deliveries under the
Contract without any liability to the Buyer, and if the Goods have
been delivered but not paid for the price shall become immediately
due and payable notwithstanding any previous agreement or arrangement
to the contrary.
10.1 Where the Goods are supplied for export from Singapore, the
provisions of this clause 10 shall (subject to any special terms
agreed in writing between the Buyer and the Seller) apply notwithstanding
any other provisions of these Conditions.
10.2 The Buyer shall not be responsible for complying with any
legislation or regulations governing the importation of the Goods
into the country of destination and for the payment of any duties
on them.
10.3 Unless otherwise agreed in writing between the Buyer and the
Seller, the Goods shall be delivered FOB the air or sea port of
shipment and the Seller shall be under no obligation to give notice
to the Buyer.
10.4 The Buyer shall be responsible for arranging for testing and
inspection of the Goods at the Seller's premises before shipment.
The Seller shall have no liability for any claim in respect of any
defect in the Goods which would be apparent on inspection and which
is made after shipment, or in respect of any damage during transit.
10.5 Payment of all amounts due to the Seller shall be made by
irrevocable letter of credit opened by the Buyer in favour of the
Seller and confirmed by a bank acceptable to the Seller or, if the
Seller has agreed in writing on or before acceptance of the Buyer's
order to waive this requirement, by such other mode of payment as
the parties shall otherwise agree in writing.
10.6 The provisions of the United Nations Convention On Contracts
For The International Sale Of Goods are hereby excluded by the parties.
11.1 The Seller is a member of the group of companies whose holding
company is SATO International Pte. Ltd., and accordingly the Seller
may perform any of its obligations or exercise any of its rights
hereunder by itself or through any other member of its group, provided
that any act or omission of any such other member shall be deemed
to be the act or omission of the Seller.
11.2 Any notice required or permitted to be given by either party
to the other under these Conditions shall be in writing addressed
to that other party at its registered office or principal place
of business or such other address as may at the relevant time have
been notified pursuant to this provision to the party giving the
notice.
11.3 No waiver by the Seller of any breach of the Contract by the
Buyer shall be considered as a waiver of any subsequent breach of
the same or any other provision.
11.4 If any provisions of these Conditions are held by any competent
authority to be invalid or unenforceable in whole or in part the
validity of the other provisions of these Conditions and the remainder
of the provision in question shall not be affected.
11.5 The Contract shall be governed by the laws of Singapore, and
the parties hereby submit to the non-exclusive jurisdiction of the
Singapore courts.
