General Terms and Conditions
L&W Compressors + Systems Pte Ltd, Singapore
The contractual rights of the parties shall be determined solely by the written agreements and these General Terms and Conditions. The requirement for the written form shall be waived only by a written statement to this effect.
These General Terms and Conditions shall apply to business persons as well as non-business persons, unless otherwise agreed. General business terms of the customer which conflict with the written agreements, these General Terms and Conditions or the statutory provisions are binding on us only if we have agreed expressly and in writing to the validity of these purchase terms of the customer.
I. OFFER AND CONCLUSION OF CONTRACT
1. Our offer is subject to change without notice. Documentation pertaining to the offer (illustrations, drawings, diagram, etc.,) weights, dimensions and performance data are only approximate and not binding, insofar as they are not expressly stated in the offer as being binding. We retain ownership and protective rights in documentation handed over in connection with this offer. Third parties shall not be given access to this documentation.
2. The contracts shall not come into effect until we have acknowledged the purchase order in writing and in the case of foreign export orders they shall be subject to the issue of an export licence should a licence be required for the actual contract.
In this case, the customer shall be obliged to make all declarations of intent required for the licence and to provide reasonable evidence, in particular an official declaration of the final destination and/or an import certificate.
3. We reserve the right to make any structural or other alterations having only insignificant or no adverse effect on performance data, weights and dimensions of items delivered. Performance data shall always be subject to a tolerance of - + 5% unless expressly stated to the contrary and assured in writing.
4. Unless otherwise agreed, the list prices prevailing on the date of shipment or date of completion of the goods shall be valid for goods sold or services performed. With respect to business persons the prices are always subject to change and shall be net, ex works Lorsch, not including packing and freight.
5. Should fixed prices be agreed, an increase in costs shall entitle us to raise our prices accordingly, but with respect to non-business persons only if there are more than 4 months between the time of concluding the contract and the agreed performance date.
If, by special agreement, prices do include freight and customs charges, they shall remain binding with respect to business persons only if the rates have not changed by the time of delivery. Changes in rates entitle us to adjust the prices accordingly.
6. Unless otherwise agreed the purchase price or the services performed shall be paid in cash in European currency or by Telex transfer. Other means of payment are accepted only in fulfilment.
Bills for spare parts shall be paid net in case upon collection or COD by post or through a haulage contractor, payment shall be TT in advance. Payment for services performed shall be net in case upon completion and acceptance. Otherwise, payments must be received by us within 30 days of the date of the invoice, unless otherwise agreed with the customer.
If shipment is delayed at the request of the customer despite readiness for shipment and the delivery deadline being reached, the risk shall be passed to the customer. Should the customer be in default with taking over the payment of goods sold or services rendered, he shall be obliged to pay us interest on arrears for this period at the rate of 3% above the prevailing bank rate based on the contract value, unless he can prove to us that no damage or considerably less damage has been caused to us.
Withholding of payment by business persons on account of complaints or counterclaims shall be excluded, in the same way as offsetting against counter demands, which are neither legally validated nor recognised by us, shall also be excluded.
IV. DELIVERY AND PRODUCTION TIME DELIVERY
7. Delivery and production deadlines shall not be binding unless they have been expressly agreed as such. Terms of delivery and performance, which have been agreed as-being binding, shall begin upon dispatch of acknowledgement of the order, but not before presentation of the documents, letters of credit, guarantees, permits, releases or import certificates, etc. to be procured by the customer as required. The term of delivery and performance shall be extended accordingly in the case of labour disputes, particularly strikes and lock-outs and force majeure but by no longer than the duration of the disruption, provided that it can be shown that such disruptions had considerable effect on the completion or delivery of goods. This shall also apply in the case of such circumstances occurring with subcontractors, for which neither they nor we are responsible.
Neither can we be held responsible for the above-mentioned circumstances, if they occur during a default already present in important cases the customer shall be notified of the beginning and end of such disruptions.
8. We are entitled within reasonable limits to make partial deliveries.
9. Should it come to our attention that the financial situation of the customer has considerably deteriorated after conclusion of the contract or should we only after conclusion of the contract become aware of the fact that the creditworthiness of the customer has already deteriorated, despite having conducted the customary inquiries, we shall be entitled to refuse delivery until the customer has fully met his obligations.
Should the customer not meet his obligations within a reasonable period of time, we shall be entitled to rescind the contract.
V. PASSING THE RISK
10. The risk shall be passed to the customer not later than on loading the goods for dispatch to the customer. This shall also apply in the case of partial deliveries or if we have assumed additional obligations, such as shipping, transportation and installation.
The risk shall also be passed to the customer, if he does not accept ordered goods already set aside in spite of our ability and readiness to make delivery.
VI. RETENTION OF TITLE
11. Goods delivered by us shall remain our property until payment has been made in full, i.e. including accessory claims. The customer must immediately notify us of any pledge or other prejudice by third parties to the goods subject to retention of title and, if necessary, take all reasonable steps required for protecting our property. The customer shall reimburse us for all costs of intervention incurred, if they are not borne by the opposing party, insofar as we are required to reclaim delivered goods in order to enforce our rights under the agreed Retention of Title, the customer shall be obliged to send these goods at his own risk to the place of performance. Costs arising from the return of delivered goods, e.g. freight costs and duty shall be borne by the customer.
12. The following applies with respect to business persons:
12.1 In the case of a current business relationship with business persons, goods delivered by us shall remain our property until payment of all claims, present and future, resulting from this business relationship including any such claims from current account balances.
12.2 In the case of handling or processing work, we are considered, in relation to business persons, to be a manufacturer as defined by Section 950 of the German Civil Code (BG5). We acquire the property rights to the semi-finished or finished products, while the customer only has custody over them. If the semi finished or finished products are also manufactured using materials of other suppliers, we shall obtain ownership in such proportion as the value of our delivery bears to the value of the product.
12.3 Until payment is made in full, sale of the goods shall only be permitted in the due course of business. The goods shall not be pledged or placed in escrow.
The customer hereby assigns to us all claims including additional claims that he may have against further customers or other third parties through the sale of goods still subject to retention of title.
12.4 If reserved goods are subsequently sold, which have been processed with reserved materials of other manufacturers not supplied by us, the claim for the subsequent sale is herewith partially assigned to us at the value invoiced for the goods delivered by us.
VII. RETENTION OF TITLE
12.5 The customer shall, however, be authorised, subject to revocation at any time to assert in his own name those claims which have resulted from such subsequent sale and have been assigned to us. In any case, the authority to collect payment for the assigned claims shall expire upon suspension of payments by the customer, application for or opening of bankruptcy proceedings or compulsory or voluntary arrangement with regard to the assets of the customer. The same shall apply in the case of non-payment of a cheque or bill of exchange by the customer.
In the case of revocation, the customer shall be obliged to notify us of the assigned claims and inform us of the identity of the debtor, provide all information required for collection, hand over the relevant documents and notify the third-party debtor of the assignment of the claim.
13.1 Warranty for complete unit of air/gas compressors, filtration system, nitrogen generator and Nitrox Systems is for a period of one year from the date of delivery or commissioning as agreed between customer and L&W Singapore. Warranty covers only material defects and only parts found defective by manufacturing defects will be repaired or replacement components shall have the same functionality, it will not be necessarily be a new or unused components at the prerogative of L&W Singapore found either way deem fits.
13.2 Warranty will be immediately void if no proof of breaking-in servicing and recommended preventive maintenance during one year warranty period. Any modification(s) will be removed and new replacement part will be charged. L&W Singapore reserved the right not to undertake any repair(s) or remedy if customer do not allow the removal of such part(s) modified for replacement of original designed components for the equipment.
13.3 Warranty does not cover wear and tear parts. If a warranty call has been attended and part(s) found to be wear & tear or due to modification or non-preventive maintenance, etc, dirty due to non-service or material’s fumes, wrong or surged voltage, wrong wiring/signal or pneumatic connections, wrong adjustment by customer, carelessness by customer’s repair/maintenance personnel, equipment not properly stored below normal ambient temperature and keeping the equipment running above + 50 ° C, not well and/or not having false/open ventilated area and/or inadequate ventilation, not complying to the manufacturer’s or that of particular equipment including used in manner not intended for or advised by L&W Singapore or its representative(s), wrong oil/liquid used, moving the equipment from the original proposed designated area by L&W Singapore or its representative, corrosion, rusting, stains, wetness due to ingress of water, chemical or corrosive solvents, breakages of casing, LCD display, tarnished casing/chain, Acts of God, Fire and civil unrest, mischievous acts by unknown workers, failing to comply to operating manual instructions, not closing of condensate valves, seizure of compressor due to no oil etc, labour and transport will be charged according to L&W Singapore’s standard repair rates.
13.4 Warranty covers leaking due to faulty O rings/gasket(s), cracked valves, burst hose(s), burst pipe(s), any faulty gauge(s) inaccuracy, failure or cracked components, improper installation by our factory or personnel.
13.5 Any other implied or/and expressed terms in the Sales of Goods Act of the Republic of Singapore shall apply.
IX. Terms & Conditions for WARRANTY
14.1 The defective components replaced or received by L&W Singapore shall become the property of L&W Singapore and the replaced part(s) or components will be warranty for six months and/or until the warranty of the equipment expired.
14.2 This warranty is in lieu of any and all other warranties expressed or implied specifically including any implied warranty or merchantability or fitness for a particular purpose. L&W Singapore assumes no liability for the breach of the warranty beyond correcting the breach in the manner described. In no event shall L&W Singapore be liable for consequential loss or damages, including loss of use, loss of profits resulting from the product and/or while waiting for parts from manufacturer.
14.3 Notwithstanding any provision in these terms and conditions, where a manufacturer’s warranty is provided to a purchaser of an equipment, the warranty provided by L&W Singapore in respect of such equipment shall be on no more favourable terms that provided by such manufacturer and these terms and conditions shall to the fullest extent permitted by law, be deemed modified and varied to give effect to the provision herein.
14.4 Any components supplied by our sub-supplier/manufacturer found with material defects shall be claimed by L&W Singapore and any delay of the shipping the components by the supplier/manufacturer, cost and taxes applicable will be borne by customer if goods are urgently needed by customer and sent to its office directly. If such incident warrants, cost of accommodations, transport, expenses, will be charged to the customer if no, customer will install themselves if such components can be done with guidance from L&W Singapore’s personnel.
14.5 L&W Singapore is not obligated to provide alternative equipment for such warranty repairs or while waiting for spare parts.
Note : Changes and/or additional terms & conditions may not be given prior notice.
X. RIGHT OF WITHDRAWAL OF THE USER
19. Our performance obligations with respect to business persons are subject to correct and prompt delivery to us. We undertake to immediately inform the customer as soon as we learn that we cannot be supplied on time.
20. We are entitled to withdraw from the contract when the execution of our performance obligations is unreasonably impeded or prevented by labour disputes, such as strikes or lock-outs, for the consequences of which we are not answerable, or by force majeure or the absence of a necessary export licence for which we cannot be held responsible.
XI. SUPPLEMENTARY CLAUSES FOR WORKS CONTRACTS:
21. The customer must ensure that the installation work can be performed without hindrance. The customer must also ensure that the necessary electrical and water connections are available.
22. Personnel supplied by the customer shall work for the customer, even when they have been placed under our directions by the customer.
23. Business persons shall be in default with acceptance of the installation services, if they culpably fail to accept the installed goods within one week after having reasonable knowledge of completion of installation or of the goods being handed over or after remittance of the invoice.
If the customer puts installed goods into operation for a period of two weeks without lodging any complaints, the goods shall be deemed to have been accepted, provided that this is pointed out to the customer by us on handing over the goods or on their installation at the customer’s premises.
24. The place of performance shall be Singapore/Lorsch. If the customer is a ‘full’ business person as defined by law, Singapore/Lorsch is agreed as the place of jurisdiction.
25. The contractual relations between us and the customer as well as all claims and rights arising there from shall be governed by German or Singapore law.