In these General Conditions for Sale and Supply the following expressions shall have the meaning as herein after set out:
(a) “the conditions” means these General Conditions for Sale and Supply.
(b) “HÄFELE” means HÄFELE SINGAPORE PTE LTD.
(c) “the customer” means the buyer of the goods.
(d) “the goods” means the items specified in the order submitted by the customer to HÄFELE.
1. The conditions contain the overarching terms of the relationship between HÄFELE and the customer. Any variations to the conditions shall be set out in HÄFELE's confirmation of order that will be provided to the customer upon HÄFELE accepting the customer's order. In the event of any inconsistency between the conditions and these specific terms, the specific terms will prevail. The conditions and the specific terms form the legally binding agreement between HÄFELE and the customer.
2. The customer accepts that all terms, including any conditions, warranties or representations, whether written, oral, express, implied or contained in any of the customer’s documents which purport to provide that the customer’s own terms shall prevail, shall, if not set out in the conditions or HÄFELE's confirmation of order, be hereby expressly excluded.
3. Any variation to the conditions and the specific terms set out in HÄFELE's confirmation of order, as well as verbal, telegraphic or telephonic statements made by representatives or authorized agents of HÄFELE are always provisional and require HÄFELE's confirmation in writing and signed by a person authorized to act on behalf of HÄFELE.
4. All specifications, drawing descriptions and catalogues issued by or on behalf of HÄFELE are intended merely to give a general description or illustration of the goods that HÄFELE is able to supply and may not reflect the actual configuration of the goods. The customer should not rely on anything contained therein as being a representation of fact concerning the goods or a warranty relating thereto whether as to their condition or otherwise.
1. Any order made by a customer will only be accepted by HÄFELE's written confirmation of the order or by actual delivery of the goods ordered from HÄFELE by the customer.
2. The size of order is to be determined by HÄFELE's written confirmation of order, and HÄFELE reserves the right to amend the order placed by the customer. In the event of any such amendment, HÄFELE shall only proceed with such amended order after it receives the customer’s written acceptance of the amended order.
3. In the event of any cancellation by the customer of any confirmed order in writing by the customer, the customer will be liable to HÄFELE for all costs or work carried out and parts or materials ordered by HÄFELE up to the date of cancellation.
1. The customer shall pay the full price of the goods to HÄFELE according to the payment terms specified in HÄFELE’s invoice, which HÄFELE shall be entitled to render when it is able to deliver the goods even through delivery is in fact delayed through no fault of HÄFELE.
2. If any sums are not paid on the due date, HÄFELE shall have the right to charge interest on the outstanding sum at a rate of 5% over the DBS Bank Ltd base-lending rate calculated daily from the due date until full payment is made.
V. Terms of delivery
1. Delivery shall be made on the date shown on HÄFELE’s confirmation of order; such delivery date may be exceeded by HÄFELE by up to 4 weeks.
2. Delivery shall be regarded as punctual, if on the agreed delivery date the goods have left HÄFELE’s works or warehouse or if the customer has been notified of their readiness for despatch.
3. The delivery period shall be extended by an appropriate amount of time in the event of force majeure which shall include but not be limited to acts of god, war, riots, industrial disputes, strikes and locks outs and unforeseen obstacles which are beyond HÄFELE’s control insofar as such obstacles can be shown to have exercised a considerable influence on the completion or delivery of the goods.
4. If despatch is delayed for a good and the customer is responsible for such delay, HÄFELE shall be entitled on the expiry of 30 days after notification of readiness of the goods for despatch, to invoice the customer for storage costs if the goods are stored in the works or warehouse of HÄFELE or of a duly authorized agent. HÄFELE shall be entitled to fix an appropriate extended period of grace and on it’s expiry without delivery having been taken, to dispose otherwise of the goods and to supply the customer within an appropriate delivery period at the prices then valid.
5. Partial deliveries are allowed at HÄFELE's discretion.
6. Subject to any specific agreement, the terms of delivery shall take place as provided by the INCOTERMS 2010 version standard definition of “EX WORKS” except insofar as that definition is inconsistent with the specific provisions of the conditions.
7. Special terms of delivery, if any, shall be set out in the HÄFELE invoice. The INCOTERMS 2010 version are applicable subject to the special terms of delivery.
VI. Passing of risk
1. The risk of accidental damage as well as deterioration of the goods shall pass to the customer immediately upon the goods leaving HÄFELE’s works or warehouse.
2. Should the despatch be delayed in consequence of circumstances attributable to the customer, the risk of damage or loss of the goods shall pass to the customer from the date of notification of readiness of the goods for despatch.
VII. Retention of title
1. Notwithstanding the provision under VI. of the conditions, the title in the goods shall remain in HÄFELE until full payment of the price payable under the HÄFELE invoice has been effected including additional claims such as interest and claims arising under any other contract between the customer and HÄFELE but always provided that where payment is made by means of a bill of exchange, cheque or other negotiable or non-negotiable instrument, HÄFELE shall not be deemed to have received payment for the purpose of this provision until the bill of exchange, cheque or other negotiable or non-negotiable instrument.
2. The customer shall store the goods separately and in such a way that they can be readily identified as being HÄFELE’s property for as long as title in the goods has not passed to the customer.
3. The customer may sell the goods in the ordinary course of its business to a bona fide purchaser for fair value without notice of HÄFELE’s rights but the customer shall then be under a fiduciary duty to account to HÄFELE for the proceeds of such sale up to the total amount due from the customer to HÄFELE in respect of the goods or any other contract where payment has not yet been effected. The customer is obligated to deposit any such proceeds from the resale of the goods up to the amount of the outstanding balance due to HÄFELE.
4. If any of the goods are affixed or added to other goods in the process of manufacture or construction of new products, HÄFELE shall have full legal and beneficial title to those new products whether completed or not. The customer will do any act required by law or otherwise to transfer property in such new products to HÄFELE, which shall stored in accordance with VII. 2. of the conditions and may be sold by the customer subject to the conditions and may be sold by the customer.
5. In the case, of default in payment by the customer, HÄFELE shall have the immediate right to retake possession of and permanently retain any of the goods or new products. In such case HÄFELE or its duly authorized agents shall have the right to enter the premises of the customer to execute its right to retake possession. HÄFELE shall then be entitled to sell such goods or new products and apply the proceeds of sale first in offsetting the outstanding sums due from the customer to HÄFELE and hold any surplus on trust for the customer.
6. HÄFELE may at any time revoke the customer’s power of sale by notice to the customer if the customer is in default of payment of any sum whatsoever due to HÄFELE or if HÄFELE has bona fide doubts as to the solvency of the customer.
7. The customer’s power of sale shall automatically cease at any time upon occurrence of any of the following events:
(a) If the customer is declared a bankrupt or compounds or makes any arrangements with its creditors or executes a bill of sale on its goods or any of them or if any execution or distress is levied upon the goods of HÄFELE.
(b) If the customer being a company is wound up either compulsorily or voluntarily or a receiver of its assets is appointed.
VIII. Warranty and defects
1. HÄFELE warrants that the goods are of satisfactory quality as provided in the Sale of Goods Act of Singapore (Cap 393).
2. Notwithstanding VIII.1., HÄFELE expressly excludes any liability arising from:
(a) A failure to comply with HÄFELE’s instructions for fitting or installation;
(b) Any use of goods in excess of performance or load bearing specifications stated in HÄFELE’s catalogues, drawings or descriptions;
(c) Any modifications or adaptation made to the goods by the customer or any third party.
3. Without prejudice to the above sub clauses, HÄFELE liability for any defect shall be limited to repairing or replacing the defective goods or refunding to the customer the invoice price of those goods returned from the customer to HÄFELE. Under no circumstances HÄFELE shall be liable for any indirect or consequential loss of any nature suffered by the customer and arising out a defect.
4. Nothing in this clause is intended to exclude or limit HÄFELE’s liability for any personal injury or death if and to the extent that it shown that such injury was caused by the gross negligence of HÄFELE, its employees or agents.
5. Unless any complaint about quality of the goods is received in writing by HÄFELE within 7 days from the actual delivery thereof the customer, if the customer is not a consumer as defined under the Consumer Protection (Fair Trading) Act of Singapore (Cap 52A), shall be deemed to have accepted the goods as being free from defects and in accordance with contractual quantity. If the customer is a consumer, the Consumer Protection (Fair Trading) Act of Singapore (Cap 52A) shall apply.
IX. Right to withdrawal
1. HÄFELE shall be entitled to withdraw from the contract especially in the following cases:
(a) In the event of force majeure as set out in V.3. of the conditions provided these events last for more than 3 months or they make it ultimately impossible for HÄFELE to deliver the goods;
(b) In the event that after conclusion of the contract such circumstance relating to the customer becomes known to HÄFELE which throws doubt on the question of the customer’s creditworthiness or ability to pay in which case HÄFELE is alternatively entitled in its sole discretion to refuse performance until suitable security has been given.
2. The customer shall have no right of whatsoever nature against HÄFELE to claim damages for losses of any kind arising from the execution of the right granted under this clause.
X. Application law
1. The contract between HAFELE and the customer shall be governed and constructed in accordance with the laws of the Republic of Singapore .
XI. Place or jurisdiction
The customer agrees to submit to the jurisdiction of the Courts of the Republic of Singapore without prejudice to HÄFELE’s right to commence proceedings at the customer’s jurisdiction of business.
XII. Final provisions
1. The headings of the clauses are for convenience only and have no importance for the interpretation of these conditions
2. Should any of these provisions be invalid or become invalid for whatsoever reason the remaining provisions shall be unaffected . Such invalid provisions shall be substituted by a valid provisions which comes as close as possible to the originally intended commercial purpose of the invalid clause.
3. Where appropriate in these conditions the singular shall include the plural and vice versa and where there are two or more persons, firms or companies comprised in the definition of the customer then the obligation imposed on them shall be joint and several obligations.
HÄFELE SINGAPORE PTE. LTE.