Singapore 
English 
1 Interpretation
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 any and all tangible items, including hardware, equipment, materials, parts and consumables, sold by the Seller to the Buyer under each Contract (For the avoidance of doubt, “Goods” does not include software products; the sale or development of any software product shall be governed by a separate agreement based upon the Seller’s prescribed form.) “Seller” means SATO ASIA PACIFIC PTE. LTD. “Writing” includes documents, email correspondence, 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 Basis of the sale
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, provided, however, that in the event of any discrepancy between these Conditions and any other terms and conditions, including, but not limited to, those provided in any accepted quotation, accepted order, or the Buyer’s standard terms and conditions, then these Conditions shall take precedence and govern. Notwithstanding the foregoing, if the Goods are RFID products, such as RFID tags and reading equipment, “Special Notes for the Products (RFID)” presented at the end of these Conditions shall take precedence over these Conditions.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller with explicit reference to the varied part of these Conditions.
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 Orders and specifications
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. If the Seller agrees to the cancellation, the Buyer shall pay liquidated damages equal to 30% of the total value of the cancelled order. In addition to the liquidated damages, the Buyer shall indemnify the Seller in full against all loss (including losses 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, to the extent that such amounts are not covered by the above liquidated damages.
4 Price of the goods
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 Terms of payment
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;
5.3.1 cancel the contract or suspend any further deliveries to the Buyer;
5.3.2 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
5.3.3 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 Delivery
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 installments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the installments in accordance with these Conditions or any claim by the Buyer in respect of any one or more installments 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 installment) 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 Risk and property
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 of 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 Warranties and liability
8.1 Subject to the conditions as set forth in this Article 8, the Seller warrants that the Goods will conform to their specification at the time of delivery and will be free from defects in material and workmanship.
8.2 The above warranty is provided by the Seller subject to the following conditions:
8.2.1 the Seller shall have no liability for any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
8.2.2 the Seller shall have no liability for any defect arising from fair wear and tear, willful 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 have 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, for which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the original manufacturer or the supplier of the Goods 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 The Buyer shall notify the Seller of any breach of the warranty set forth in Article 8.1 within seven (7) days of delivery. If the Buyer fails to notify the Seller within the specified timeframes, the Buyer shall not be entitled to any remedies stated in Article 8.6 and the Seller shall not be liable for any defects or non-conformance in the Goods. Notwithstanding the foregoing, in the case of defects or non-conformance that cannot reasonably be detected immediately during a routine (but reasonably careful) incoming inspection, the Buyer shall be entitled to the remedies provided in Article 8.6 during the Seller’s standard warranty periods for each respective product categories as outlined below:
8.5.1 Consumables (Label, Tags, ribbon): one (1) year from delivery
8.5.2 Printer: one (1) year from delivery
8.6 Where the breach of the warranty set forth in Article 8.1 is notified to the Seller within the timeframes as stated in Clause 8.5, the Seller shall, at its sole discretion, replace the Goods (or the defective part) free of charge, repair the defective Goods or refund to the Buyer the price of the Goods (or a proportionate part of the price corresponding to the defective part), 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 Insolvency of buyer
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 are 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 Export terms
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 General
11.1 The Seller is a member of the group of companies whose holding company is SATO Corporation., 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.
Special Notes for the Product (RFID)
In the case that the “Goods” are RFID products, such as RFID tags and reading equipment, this Special Notes shall apply.
1. The Buyer shall acknowledge that the Goods incorporate precise semiconductors, and their reading performance varies greatly depending on the circumstances of reading and that, as examples, the phenomena listed below may occur. Therefore, given these characteristics of the Goods, the Buyer is advised to conduct a thorough field test on the Goods using the Buyer’s reading and writing equipment in advance and adopt the Goods at the Buyer’s own discretion.
1.1 If the Goods are attached to a metallic product or a bottle containing a liquid, the reading may be difficult.
1.2 If the angle of the tag to the antenna changes, the communication performance may be affected.
1.3 If there is an electronic device or equipment or other metallic product which generates noise signal, etc. around the Goods, the communication performance may be affected.
1.4 Depending on the temperature or humidity of where the Goods are used, the communication may become impossible.
Additionally, for customized Goods made to meet the Buyer’s requirements, the Seller will manufacture and deliver them in accordance with the physical specifications mutually agreed upon in advance through collaboration with the Buyer. The Buyer shall acknowledge and agree that the Seller does not provide warranties for the Goods’ performance of any kind, including, but not limited to, reading performance or durability in the Buyer’s specific use environment. Therefore, the Buyer is strongly advised to conduct a thorough and comprehensive testing on the Goods samples during the evaluation phase and make the final decision regarding the adoption and purchase of the Goods.
2. Since there are cases where data writing is not completed because of electricity shortage during the data writing, the Buyer shall make sure that the data writing has been completed successfully.
3. Breakage of the Goods, IC chips or data garbling of memory in IC chips may occur due to the circumstances of handling of the Goods and external stress (including but not limited to pressure, static electricity, etc.) during operation or transportation or storage or the circumstances of using the Goods.
4. In case that the Seller confirms the existence of defects in the Goods by a cause attributable to the Seller, the Seller will deliver the same number of the replacement Goods. This replacement is the Buyer’s sole and exclusive remedy and is in lieu of all other warranties, express or implied, including but not limited to any implied warranty of merchantability or fitness for a particular purpose and the Seller will be exempted from other responsibilities including, but not limited to, monetary compensation. In addition, the Seller will in no way assume any liability for the reading performance of the Goods.
5. In no event shall the Seller be liable to the Buyer, whether in contract or in tort or under any other legal theory (including, without limitation. strict liability and negligence) for loss of profits or revenues, loss or interruption of use, or for any indirect, special, incidental, consequential, punitive, or similar damages, arising out of or in connection with the performance or non-performance of an individual contract. Additionally, in no event shall the Seller’s liability under any claim made by the Buyer exceed the total amount of fees the Seller has received from the Buyer under an individual contract relevant to the said claim.
6. The Buyer shall acknowledge that there is a possibility that the production of base materials or RFID inlays, etc. (including IC chips) may be discontinued due to their supplier’s decision unavoidably. In such an event, the Seller will offer an alternative product to the Buyer after a mutual discussion.
7. Others
7.1 In case that an unexpected event such as a delivery delay occurs or may occur due to force majeure events including natural disaster or unexpected contingency, the Seller will not be liable for any damages incurred by the Buyer and will seek a solution by mutual discussion.
7.2 The Buyer shall acknowledge that the Seller may have to revise the quotation for the Goods if it becomes necessary to add a new requirement item to the specifications the Seller is currently proposing.
7.3 The Buyer shall acknowledge that the Seller may have to revise the quotation for the Goods in case of the currency exchange fluctuation.
Standard Terms and Conditions for Software Development
This Standard Terms and Conditions for Software Development (“Terms”) shall govern the development of the software quoted by SATO or ordered by the Client (“Software”). The Client agrees and acknowledges that it will issue the purchase order with full understanding and acceptance of these Terms. These Terms shall take precedence over any other agreements, whether oral or written, including the Client’s terms and conditions.
DEFINITION
SATO means SATO Asia Pacific Pte. Ltd., refers to the developer of the Software.
Client means the company/party who purchases and uses the Software.
1. Scope of Work
1.1 Description of Services: SATO agrees to design, develop, test, and deliver the software in accordance with the specifications mutually approved and signed by the Client and SATO.
1.2 Changes in Scope: Any modifications to the scope, specifications, or schedule must be mutually agreed upon in writing by both parties and may result in changes to the project cost.
2. Schedule and User Acceptance
2.1 Schedule: SATO shall provide the Client with an estimated schedule for the development of the Software.
2.2 User Acceptance Testing (UAT): The Client is responsible for conducting the User Acceptance Testing and notifying SATO of the results within the User Acceptance Testing Period.
2.3 User Acceptance Testing Period: The User Acceptance Testing Period refers to a period of thirty (30) calendar days commencing on the day following the Delivery or Installation Date.
3. Intellectual Property Rights
3.1 Ownership of Software: Sato shall retain all rights, titles, and interests, including copyright, in and to the software, source code, documentation, and any other deliverables created during the development of the Software.
3.2 License to Client: Upon full payment of all applicable fees, SATO grants the Client a non-exclusive, non-transferable license to use, execute, and display the Software solely for the Client’s internal business purposes. This license does not permit the Client to resell, distribute, or sublicense the Software without the express prior written consent of SATO.
3.3 Restrictions on Use: The Client agrees not to modify, adapt, reverse-engineer, decompile, or disassemble any part of the Software without prior written approval from SATO. Any unauthorized changes, copies, or reproductions shall constitute a breach of d may result in termination of the license.
3.4 Developer’s Tools and Libraries: SATO retains all rights to any proprietary tools, libraries, frameworks, or reusable code components used or developed in the process of creating the Software. The Client is granted a limited, non-exclusive license to use these components solely as part of the Software and only for its internal business purposes.
3.5 Future Enhancements and Modifications: Any enhancements, updates, or modifications to the Software requested by the Client shall be subject to a separate written agreement. Unless otherwise agreed in writing by both parties, any such enhancements, updates, or modifications shall remain the intellectual property of SATO, with the Client granted a license to use them under the same terms as the original Software.
4. Confidentiality
4.1 Confidential Information: Each party agrees to keep in confidence all confidential and proprietary information disclosed by the other party in connection with the development of the Software.
4.2 Non-Disclosure: Confidential information shall not be disclosed to any third party without prior written consent, except as required by law or necessary for SATO to fulfill the obligations relating to the development of the Software.
5. Warranties and Representations
5.1 Warranty Period: The warranty period shall be three (3) calendar months commencing on the date of the User Acceptance.
5.2 User Acceptance: The User Acceptance shall be deemed granted by the Client upon completion of the User Acceptance Test. Furthermore, the User Acceptance is also deemed granted if the Client fails to notify SATO of the completion or results of the User Acceptance Test within the User Acceptance Testing Period.
5.3 Performance Warranty: SATO warrants that the Software will perform substantially in accordance with the specifications provided in the Documentation in force at the date of the User Acceptance.
5.4 Bug Fixing: SATO shall provide bug fixes in the Software at no additional cost during the Warranty Period. This service will be provided through telephone support or onsite assistance during SATO’s ordinary working hours (9:00 AM to 5:00 PM, Singapore Time) on regular business days in Singapore.
5.5 DISCLAIMER: THE EXPRESS TERMS OF THIS CLAUSE ARE IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, TERMS AND REPRESENTATIONS (OTHER THAN FRAUDULENT MISPRESENTATIONS) IMPLIED BY STATUTE, COMMON LAW, COURSE OF DEALING OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
5.6 Software Defects: SATO in no event warrants that the Software will be completely error-free, nor that all defects in the Software can or will be corrected.
5.7 Source Code: SATO warrants that it will use its best efforts to safekeep the source code of the Software for a period of sixty (60) calendar months (five (5) years) from the date of the User Acceptance. After this period, SATO reserves the rights to dispose of the source code at its discretion without prior notification subject to the terms and conditions of this Agreement.
5.8 Software Enhancement: SATO warrants that for a period of sixty (60) calendar months (five (5) years) from the date of the User Acceptance, it will use its best efforts to provide continued software enhancement, provided that the required software tools remain commercially available.
6. Liability
Notwithstanding any other provision to the contrary in the Terms, in no event shall either party be liable to the other for:
a. Loss of profits, loss of business, loss of revenue, loss of goodwill, or loss of anticipated savings;
b. Loss of or corruption of data; or
c. Any indirect, incidental, or consequential loss or damage; however caused, whether arising from the use of the Software, negligence, misrepresentation, or otherwise, even if either party knew or should have known of the possibility of such losses.
d. An amount exceeding the total contract price of the relevant software as quoted or ordered (in cases where the liability relates to the warranty provided in the Terms.)
7. Price Schedule
The prices for the Software are established as follows:
a. First License Price: Included in Customized Software Package.
b. Additional Licenses: Prices for the second and subsequent licenses (excluding installation fees) are specified in the Software Quotation.
New sites or additional computers not covered by the initial scope of the purchase order or quotation shall require an additional license fee as specified in the Software Schedule. The Client is strictly prohibited from installing or operating the Software on more than one computer without paying additional license fees.
If the Client uses the Software on more than one computer, each computer must run a separate copy of the Software, and the Client agrees to purchase additional licenses for such additional usage.
8. Term
This Agreement shall commence on the Date of acceptance of the quotation or purchase order and shall continue until the final acceptance of the Software. Notwithstanding the foregoing, provisions that by their nature are intended to survive termination shall remain in effect even after the termination of the Terms.
9. Miscellaneous
9.1 Client Obligations: The Client shall provide the minimum required hardware, storage devices, operating system software, and cloud service for the SATO-developed software and its related database structures to reside and operate. SATO shall not be liable for any expenses incurred by the Client in performing its obligations under this Agreement.
9.2 Personal Data Accessibility: SATO will develop and maintain software systems for the Client that may involve access to personal data within the systems. Prior written authorization of such access from the Client will be obtained for such access, including internal testing, software design, and development from the Client.
9.3 Ownership and Responsibility for Personal Data: Ownership and responsibility for personal data reside solely with the Client. SATO exercises no control over, and accepts no liability for, the content of the data or information transmitted to SATO nor for any security breach related to such data.