Terms and Conditions Governing Sales

  1. DEFINITIONS & INTERPRETATION
    1. In this Contract, the following words and phrases shall have the meaning as set forth below:
      1. "Catalogue" means the catalogue (in whatever form, whether paper or electronic) which contain details of the Goods and/or Services;
      2. "Company" means The Leeden Store;
      3. "Conditions" means these terms and conditions as amended from time to time in accordance with Clause 19.1;
      4. "Contract" means any contract between the Company and the Customer for the sale and purchase of Goods and/or the supply of Services in accordance with these Conditions;
      5. "Consumer" has the meaning defined in the Consumer Protection (Fair Trading) Act (Cap. 52A);
      6. "Customer" means the person(s) or company whose Order for the Supplies is accepted by the Company;
      7. "Deliverables" means in the case of Services the deliverables set out in the Order;
      8. "Goods" means any goods supplied or to be supplied by the Company to the Customer and set out in the Order;
      9. "IP Rights" means all intellectual property rights including those in relation to patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
      10. "Order" means the Customer's order for the supply of Supplies, as set out in the Customer's purchase order form, or the Customer's written acceptance of the Company's quotation, or overleaf, or the Customer’s online order, as the case may be;
      11. "Party" means the Company, the Customer, or their respective successors or permitted substitutes or assigns;
      12. "Services" means any services supplied or to be supplied by the Company to the Customer, including the Deliverables, and set out in the Order;
      13. "Supplies" means any Goods and/or Services, as appropriate; and
      14. "Warranty Period" means the period stated in the warranty card issued to the Customer on the date of completion of delivery in accordance with Clause 6.2 or Clause 6.3, as the case may be, in respect of each of the Goods supplied.
    2. In this Contract, words importing the singular include the plural and vice versa, words importing a gender include every gender. The headings in these Conditions are inserted for convenience only and do not form part of these Conditions or affect the interpretation thereof. Whenever the words "include", "includes" or "including" are used in these Conditions, they will be deemed to be followed by the words "without limitation". References to a person shall be construed as including references to a natural person, corporate or unincorporated body (whether or not having separate legal personality) or any State or any agency thereof. References to documents or agreements (including these Conditions) include references to amendments, replacements and supplementary documents or agreements relating to these Conditions and binding upon the Parties. Reference to any legislation includes any re-enactment, amendment and/or substitution of and any subsidiary legislation made under such legislation in force from time to time. A reference to "writing" or "written" includes faxes and emails.
    3. Customer acknowledges and agrees that no terms contained in any purchase orders or other document which has not been specifically agreed to by Company in writing shall vary the terms of the Contract.
  2. BASIS OF CONTRACT
    1. Any quotation given by the Company is only valid for a period of seven (7) business days from its date of issue, but the placing of any order in response to a quotation remains subject to acceptance by the Company. An Order constitutes an offer by the Customer to purchase Supplies in accordance with these Conditions. The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order at which point and on which date the Contract shall come into existence.
    2. The Contract constitutes the entire agreement between the Parties. The Customer acknowledges that it has not relied on any information, statement, promise, representation, assurance, undertaking or warranty made or given by or on behalf of the Company which is not set out in the Contract. The Company shall not be held liable for any non-fraudulent pre-contractual statements made.
    3. These Conditions apply to the Contract to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. These Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
  3. PRICES
    1. The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in the Company's published price list as at the date of delivery. If a partial supply of goods is required, Company shall have the right to re-quote.
    2. The charges for Services shall be determined on a time and materials basis as follows:
      1. the charges shall be calculated in accordance with the Company's standard daily fee rates, to be made available to the Customer at the Customer’s request;
      2. the Company's standard daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on business days;
      3. the Company shall be entitled to charge an overtime rate of 100 per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in Clause 3.2(b); and
      4. the Company shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Company engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Company for the performance of the Services, and for the cost of any materials.
    3. All prices quoted for Supplies are subject to and do not include any prevailing applicable taxes including Goods and Services Tax ("GST"), shipping charges, customs duties, and other applicable fees, all to be paid by the Customer at the time of payment for the Goods, and to alteration without notice at any time and while every endeavour has been made to ensure the accuracy of the prices quoted, no responsibility is accepted for any error or omissions.
    4. The Company reserves the right to:
      1. increase its standard daily fee rates for the charges for the Services, provided that such charges cannot be increased more than once in any twelve (12) month period. The Company will give the Customer written notice of any such increase two (2) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Company in writing within two (2) weeks of the date of the Company's notice and the Company shall have the right without limiting its other rights or remedies to terminate the Contract by giving two (2) weeks' written notice to the Customer; and/or
      2. increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Company that is due to:
        1. any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
        2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
        3. any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Company adequate or accurate information or instructions in respect of the Goods.
  4. PAYMENT
    1. In respect of Goods, the Company shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Company shall invoice the Customer monthly in arrears.
    2. Unless otherwise agreed in writing, payment must be made within 30 days of issuance of the Company’s invoice in full and in cleared funds to a bank account nominated in writing by the Company, without any deduction, set-off, counterclaim or withholding whatsoever save where required by law. Time for payment shall be of essence of the Contract. If the Customer fails to make payment by the due date, without prejudice to any right or remedy, the Company shall be entitled to:
      1. Cancel the order or suspend further deliveries;
      2. Appropriate any payment made by the Customer to such of the Supplies (or the Supplies made under any other contract) as the Company may think fit;
      3. Charge interest (both before and after any judgment) on the amount unpaid at the rate of 1% per month, or any other rate which the Company may decide at its absolute discretion from time to time, accruing on a daily basis from the due date until payment is made in full on the amount unpaid (a part of a month being treated as a full month for the purpose of calculating interest);
      4. Charge administrative fees for any rejected cheque payment issued by the Customer; and/or
      5. Without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
    3. The Company is not obliged to grant Customer credit terms. Any credit facility granted to the Customer shall at all times be at the discretion of the Company and may be reduced, suspended or withdrawn by the Company at any time without prior notice.
  5. TRADING AND ORDERS
    1. The Company reserves the right to decline to trade with any company or person. The Company may impose, at its absolute discretion, minimum order requirements on orders to be charged to a credit account with the Company.
  6. DELIVERY
    1. Provided that the Goods are in stock, the Company will use its reasonable endeavours to dispatch Goods ordered to reach Customers within a reasonable time. Whilst the Company will exercise reasonable efforts to keep to requested delivery dates, the Company shall be under no liability in respect of any loss or damage suffered by the Customer as a result of delay in delivery of the Goods or in the rendering of any services in relation thereto howsoever caused; nor shall any such delay entitle the Customer to either refuse to accept delivery of the Goods or to terminate the Agreement unless otherwise agreed in writing by the Company.
    2. In the case of online Orders, the Company shall deliver the Goods to the location set out in the Order or such other location as the Parties may agree at any time after the Company notifies the Customer that the Goods are ready. Delivery of the Goods shall be completed upon the Goods’ arrival at such location.
    3. In the case of in-store, walk-in Orders, the Customer shall collect the Goods from the Company's premises at 7 Soon Lee Street, #01-24/25 iSPACE, Singapore 627608 or such other location as
      may be advised by the Company before delivery within three (3) business days of the Company notifying the Customer that the Goods are ready. Delivery of the Goods shall be completed upon such collection.
    4. The Company reserves the right to deliver in instalments. Failure to meet a scheduled delivery date shall not prevent the Company from making further deliveries by instalments. The Company’s defective deliveries (if any) in respect of one or more deliveries shall each be deemed to be a severable breach giving rise only to a claim for compensation and not to a right to treat the whole Contract as repudiated.
    5. Delivery charges are calculated based on the volume / weight of items delivered and Free for orders above S$800. Delivery charges do not include installations or any other services other than delivery of Product itself.
    6. All prices are specified in Singapore dollars, and are subjected to GST if sold within Singapore. Delivery of Products to addresses outside of Singapore will attract international shipping charges and may be subject to taxes, customs duties and fees levied by the destination country.
    7. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure event as set out at Clause 16 below or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    8. If the Customer fails to accept or take delivery of the Goods within five (5) business days of the Company notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure event as set out at Clause 16 below or by the Company's failure to comply with its obligations under the Contract in respect of the Goods:
      1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth (5th) business day following the day on which the Company notified the Customer that the Goods were ready; and
      2. the Company shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
    9. If, after five (5) business days from the Company having notified the Customer that the Goods were ready for delivery, the Customer has not taken or accepted delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
    10. The Customer shall not be entitled to reject the Goods if the Company delivers up to and including five (5) per cent more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
  7. QUALITY OF GOODS
    1. The Company warrants that on delivery and during the Warranty Period, the Goods shall confirm in all material aspects with their description, be free from material defects in design, material and workmanship, and be of satisfactory quality within the meaning of the Sale of Goods Act (Cap. 393).
    2. The Company shall at its option repair or replace the defective Goods or refund the price of the defective goods in full if the Customer gives notice in writing during the Warranty Period within seven (7) days of discovery that some or all of the Goods do not comply with the warranty set out in Clause 7.1, the Company is given a reasonable opportunity of examining such Goods, and the Customer returns such Goods upon the Company’s request to the Company’s premises at 7 Soon Lee Street, #01-24/25 iSPACE, Singapore 627608 at the Customer’s cost. The Customer must inspect the Supplies as soon as is reasonably practicable after delivery or performance, as the case may be; and the Company shall not be liable for any defect, damage or discrepancy in the Supplies unless written notice is given to the Company within seven (7) days of delivery or performance.
    3. The Company shall not be liable for any breach of warranty set out in Clause 7.1 if the Customer makes any further use of such Goods after giving the abovementioned notice, the defect arises because of the Customer’s failure to follow the Company’s oral or written instructions as to storage, installation, commissioning, use or maintenance of the Goods of (if there are none) good trade practice, the defect arises as a result of the Company following any drawing, design or specification provided by the Customer, the Customer alters or repairs such Goods without the written consent of the Company, the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions, or the Goods differ from their description or specification as a result of changes made to ensure that they comply with applicable statutory or regulatory standards.
    4. Save as provided in Clause 7.1, the Company shall have no liability to the Customer in respect of any breach of warranty, and all other warranties, express or implied, in relation to any Goods or Services are excluded. The warranty contained in this Clause 7 shall be to the exclusion of all other liability of the Company to the Customer, whether contractual, tortious or otherwise for defects in the Goods or for any loss or damage to or caused by the Goods, and all other terms, conditions, statements, stipulations and warranties relating to the Goods (including without prejudice to the generality of the foregoing, their quality and fitness for purpose), whether express or implied by statute, at common law or otherwise howsoever, are excluded to the fullest extent permissible under the law.
    5. These Conditions shall apply to any repaired or replacement Goods supplied by the Company.
  8. DESCRIPTION
    1. All samples, specifications, drawings, descriptions, illustrations, advertising and/or particulars of weights, dimensions, capacity or other details contained in the Catalogue (including any statements as to compliance with legislation or regulation) are intended solely to give a general idea of the Supplies but will not form part of the Contract.
    2. The Company reserves the right to carry out modifications to the Goods in cases where the Company considers such modifications to be desirable.
    3. If the description of any Supplies differs from the manufacturer’s description, the latter shall be deemed as correct. The Company shall take all reasonable steps to ensure the accuracy of details relating to Supplies but accepts no liability in contract or tort or under statute or otherwise for any error or omission in such detail (including any statements as to compliance with legislation or regulation) whether caused by the Company’s negligence or otherwise.
    4. Where any designs or specifications have been supplied by the Customer for manufacture by or to the order of the Customer, the Customer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party, and the Customer shall fully indemnify the Company against any such claims which may arise.
    5. Unless otherwise confirmed by the Company in writing, nothing in the Catalogue is to be taken as a representation of the source of origin, manufacture or production of the Goods or any part thereof. Any fees incurred by the Company to provide certificates of origin (where available) will be charged to the Customer.
  9. RISK AND OWNERSHIP
    1. The risk of damage to or loss of Goods will pass to the Customer upon allocation of the Goods to the customer. Title to the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due in respect of the Goods or under any other Contract. All Goods are transported at the Customer’s risk. The Company will not be responsible for any damage occasioned to the Goods resulting from their loading, unloading or handling in the course of delivery.
    2. Until ownership passes to the Customer, the Customer must hold the Goods on a fiduciary basis as the Company's bailee. In particular, the Customer shall store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property, not remove, deface or obscure any identifying mark or packaging on or relating to the Goods, maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery, notify the Company immediately if it becomes subject to any of the events listed at Clause 17.1, and give the Company such information relating to the Goods as the Company may require from time to time. If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed at Clause 17.1, then without limiting any other right or remedy the Company may have, the Customer’s right to resell the Goods or use them in the ordinary course of business ceases immediately (if not before), and the Company shall be entitled at any time, without prior notice, to require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product, and if the Customer fails to do so promptly, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer.
  10. EXCHANGES, RETURNS & CANCELLATIONS
    1. Customer should contact the Company if not satisfied with a product for any reason. The Company will promptly provide an exchange or refund if the product is returned within one (1) week upon the receipt of the product, in its original packaging, unused, undamaged, and in saleable condition. Proof of purchase is required in all cases. The Customer will bear the costs of returning any Goods.
    2. No returns can be accepted for credit unless agreed in writing with the Company.
    3. The Company expressly reserves the right (without limiting its discretion under this Clause 10) to refuse the cancellation of any order for or return for credit of Goods supplied by the Company to any Customer other than a Consumer, which are specially sourced. In the case of any Contract made with any Customer other than a Consumer, perishable goods shall be non-returnable.
  11. LIEN
    1. The Company shall have a general lien in respect of all sums due from the Customer upon all Goods to be supplied to the Customer or upon which work has been done on the Customer’s behalf and upon fourteen days written notice to the Customer, the Company may sell such Goods and apply the proceeds towards the satisfaction of any sums due to the Company.
  12. SUPPLY OF SERVICES
    1. The Company shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order as accepted in accordance with Clause 2.1 above, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
    2. The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event.
    3. The Customer shall provide the Company and its employees, agents, consultants and subcontractors with access to the Customer's premises, office accommodation and other facilities, and such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in all material respects.
    4. The Customer shall obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to commence.
    5. The Customer shall keep all materials, equipment, documents and other property of the Company at the Customer’s premises in safe custody at its own risk, maintain them in good condition until returned to the Company, and not dispose of or use them other than in accordance with the Company’s written instructions or authorisation.
    6. If the Company's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation:
      1. the Company shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies such default, and to rely on such default to relieve it from the performance of any of its obligations to the extent that such default prevents or delays the Company's performance of any of its obligations;
      2. the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company's failure or delay to perform any of its obligations as set out in this Clause 12.6; and
      3. the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the such default.
  13. LIABILITY
    1. Subject to Clause 13.2:
      1. the Company shall under no circumstances whatsoever be liable to the Customer for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract, whether in contract ,tort (including negligence of the Company, its employees, agents, consultants or subcontractors), breach of statutory duty, or otherwise;
      2. the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence of the Company, its employees, agents, consultants or subcontractors), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Goods and/or Services.
    2. The Company does not exclude or restrict its liability for any matter for which it would be illegal for the Company to exclude or attempt to exclude its liability. Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.
    3. The terms implied by sections 13 to 15 of the Sale of Goods Act (Cap. 393) are, to the fullest extent permitted by law, excluded from the Contract.
    4. Each of the Company’s employees, agents, consultants or subcontractors may rely on and enforce the exclusions of and restrictions on these conditions in that person’s own name and for that person’s own benefit.
    5. This Clause 13 shall survive termination of the Contract.
  14. INTELLECTUAL PROPERTY RIGHTS
    1. The Goods offered for sale is subject to all IP Rights and any other rights of any person. The Company shall have no liability whatsoever in the event of any claim of infringement of any rights howsoever arising.
    2. All IP Rights in or arising out of or in connection with the Services shall be retained and owned by the Company.
  15. CONFIDENTIALITY
    1. The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Company, its employees, agents, consultants or subcontractors, and any other confidential information concerning the Company's business, its products and services which the Customer may obtain. The Customer shall only disclose such confidential information to those of its employees, agents, consultants and subcontractors who need to know it for the purpose of discharging the Customer's obligations under the Contract, and shall ensure that such employees, agents, consultants and subcontractors comply with the obligations set out in this Clause 15.1 as though they were the Customer. The Customer may also disclose such of the Company's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This Clause 15.1 shall survive termination of the Contract.
  16. FORCE MAJEURE
    1. The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these conditions because of any delay in performing or any failure to perform any of the Company’s obligations under these conditions if the delay or failure was due to any cause beyond the Company’s reasonable control (which shall include government actions, war, fire, explosion, floods, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Company may, at its option, delay the performance of, or in the case of any Contract made with any Customer other than a Consumer cancel the whole or any part of a Contract if such cause prevents the Company from providing any of the Supplies for more than two (2) weeks.
  17. TERMINATION
    1. Without limiting its other rights or remedies either Party may terminate the Contract by giving
      1. the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 254(2) or section 351(2) of the Companies Act (Cap. 50), as the case may be, or (being an individual) is deemed either unable to pay his debts within the meaning of section 62 of the Bankruptcy Act (Cap. 20) or as having no reasonable prospect of so doing, in either case, or (being a partnership) has any partner to whom any of the foregoing apply;
      2. the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;
      3. an application is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other Party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other Party with one or more other companies or the solvent reconstruction of that other Party;
      4. a person becomes entitled to appoint a receiver or a receiver and manager over the the other Party (being a company) or its assets, or a receiver or a receiver and manager is appointed over the other Party (being a company) or its assets;
      5. a judicial manager is appointed over the other Party (being a company);
      6. the other Party (being an individual) is the subject of a bankruptcy application or order;
      7. a creditor or encumbrancer of the other Party attaches or takes possession of, or any judgment or order is enforced and/or executed on, the whole or any part of its assets;
      8. any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the abovementioned events in this Clause 17.1;
      9. the other Party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
      10. the other Party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
    2. Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
    3. Without limiting its other rights or remedies, the Company may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Company if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in Clause 17.1, or the Company reasonably believes that the Customer is about to become subject to any of them.
    4. On termination of the Contract for any reason:
      1. the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt;
      2. the Customer shall return all of the Company’s materials, equipment, documents and other property of the Company at the Customer’s premises and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Company may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
      3. the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
      4. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
  18. GOVERNING LAW AND JURISDICTION
    1. All Contracts and these conditions shall be governed by the laws of Singapore. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any Contracts. Customer irrevocably agrees to submit to the exclusive jurisdiction of the Singapore Courts.
    2. The jurisdiction agreement contained in this Clause is made for the benefit of the Company only and the Company shall retain the right to bring proceedings in any other Court or competent jurisdiction.
  19. GENERAL
    1. These Conditions shall prevail over any terms and conditions issued by any other party. No variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Company.
    2. The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party. The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
    3. Any notice or other communication given to a Party under or in connection with this Contract shall be in writing, addressed to that Party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that Party may have specified to the other Party in writing, and shall be delivered personally or sent by prepaid post or other next working day delivery service, or by commercial courier or fax.
    4. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 19.3; if sent by post, on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by by fax, one (1) business day after transmission.
    5. The provisions of Clause 19.3 and Clause 19.4 shall not apply to the service of any proceedings or other documents in any legal action.
    6. Any provision of these Conditions which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions and the remainder of such provision shall not be affected.
    7. Delay or failure by the Company to exercise any of its rights or remedies, whether provided under these Conditions or otherwise, shall not preclude any other or further exercise thereof. Any waiver of rights must be in writing. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.
    8. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, nor constitute either Party the agent of another Party for any purpose. Neither Party shall have authority to act as agent for, or to bind, the other Party in any way.
    9. Save where expressly provided in the Contract, a person who is not a Party to any Contract shall not have any rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any of these Conditions or any term of such Contract, whether or not a benefit is or purported to be conferred to anyone else directly or indirectly. The rights of the Parties to terminate, rescind or agree to any variation, waiver or settlement under each Contract are not subject to the consent of any other person.

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