ATC GENERAL TERMS AND CONDITIONS (Standard “T&C”)
|1.1.||In this Standard T&C, the following words and expressions shall have the following meanings, except where the context otherwise requires:|
|“ATC” means Applied Total Control Treatment Pte Ltd.
“CONTRACT” means the PURCHASE ORDER plus all documents referred to herein.
“CUSTOMER” means any person or entity that issues a purchase order, whether verbally or in written form, or delivers or allows to be delivered its goods to ATC to be serviced, thereby forming a CONTRACT with ATC.
“DAMAGES” means all direct and indirect liabilities, losses, damages, costs and expenses, fines and penalties including loss of profits, business or anticipated savings, or any other consequential loss but not including any loss or damage arising from personal injury, fees on a full indemnity basis and disbursements and costs of investigation, litigation, settlement, judgment and interest regardless of whether they arise in contract, tort (including negligence) or under any statute or otherwise.
“GENERAL TERMS” means these ATC General Terms and Conditions of Sale.
“GOODS” means all goods on which ATC is required to perform its SERVICES on, pursuant to a CONTRACT.
“ORDER CONFIRMATION” means the document provided by ATC to CUSTOMER as a response to CUSTOMER’s purchase order confirmation either by email, fax or as a hardcopy.
“PRICE” for Goods and/or Services means the prices specified in the QUOTATION exclusive of any GST imposed in Singapore (which shall be borne by the CUSTOMER) made in Singapore dollars by reference to the CONTRACT.
“PURCHASE ORDER” means the purchase order documents issued by CUSTOMER in the version confirmed by ATC in the ORDER CONFIRMATION. In case of non-substantial deviations between the purchase order documents and the ORDER CONFIRMATION, the version of the ORDER CONFIRMATION shall become the binding PURCHASE ORDER unless CUSTOMER expresses its disagreement within three (3) working days after receipt of the ORDER CONFIRMATION.
“QUOTATION” means the quotation for GOODS and/or SERVICES validly issued by the ATC to the CUSTOMER in accordance with Clause 2.
“SERVICES” means all services or any required services to be provided by ATC from time to time pursuant to a CONTRACT.
“SPECIFICATIONS” means the specifications included or referred to in the CONTRACT that specifies the quality, functionality, performance, interoperability, testing or other criteria of the GOODS and/or SERVICES required from ATC.
|1.2.||These GENERAL TERMS apply to all work provided by ATC.|
|CUSTOMER is hereby given notice that any deviations from these GENERAL TERMS are expressly rejected unless such deviations are otherwise agreed in writing and signed by both parties.|
|1.3.||All terms of the CONTRACT can be varied only if made in writing and signed by both parties.|
|1.4.||Specifications, descriptions and illustrations contained in brochures, catalogues or other advertising materials in whatever form of ATC, whether hard copy format, electronic format or otherwise, are intended to give only a general idea of the services concerned and the possible result of any finishing and no such specifications, descriptions and illustrations shall form any part of the CONTRACT or form any warranty or representation by ATC.|
|1.5.||ATC may make any changes to the SPECIFICATIONS, materials or finishes which are required to conform to any applicable safety or other statutory requirements.|
|2.||Confirmation and Acceptance of Quotation|
|2.1.||The CUSTOMER is required to endorse ATC’s QUOTATION to accept it.|
|2.2.||Alternatively, the QUOTATION is deemed to be confirmed and accepted by the CUSTOMER upon ATC’s receipt of (a) the CUSTOMER’S order in any documentary form, or (b) the GOODS.|
|2.3.||Unless previously withdrawn, a QUOTATION is open for acceptance within the stated period therein, or when no period is stated, within 30 days after its date.|
|2.4.||Oral quotations are for guidance only and are not binding upon ATC.|
|3.||Variation in Prices|
|3.1.||If by reason of any increase in the rates of wages payable to labour or in the cost of material, fuel, gas, electricity, insurance, transport or other services or of conforming to such laws, orders, regulations and bye-laws as are applicable to the work or apply to or affect us in the performance of our obligations under the CONTRACT, ATC may give notice in writing to CUSTOMER to increase the PRICE to such amount as stated in the notice.|
|3.2.||Any increased price shall be payable as from the date of the notice as if it were the original PRICE, and a PRICE so increased may from time to time subsequently be further increased in similar manner. Provided, however, that if within 8 days after receipt of any such notice, the CUSTOMER gives notice in writing to ATC to cancel the balance of the CONTRACT, ATC shall be entitled to complete and charge for any such articles as ATC have begun to treat at the time of receipt of notice from the CUSTOMER at the price prevailing immediately prior to the date when notice of increase was given.|
|3.3.||The PRICE include only such work and services as are specified by the CONTRACT. The extra cost of any work requested by the CUSTOMER that is not specifically required by the CONTRACT shall be added to the PRICE and paid for accordingly and all such work shall be carried out subject to these General Terms.|
|4.||Price and Payment|
|4.1.||The payment term from the CUSTOMER shall be based on the credit terms set out in the QUOTATION and subject to Clause 3.|
|4.2.||Unless otherwise agreed in writing, full payment of the PRICE shall be due within thirty (30) days of the date of ATC’s invoice.|
|4.3.||In the case of late payment, ATC may, after having notified the CUSTOMER in writing, suspend its performance of its obligations under the CONTRACT until the overdue invoices have been paid.|
|4.4.||If CUSTOMER disputes any item or charge listed in the invoice, CUSTOMER shall state the item or amount of the charge in dispute and the reasons for such dispute in writing within thirty (30) days of the date of ATC’s invoice. For the avoidance of doubt, all undisputed amounts shall remain due as specified above.|
|4.5.||At ATC’s discretion, a yield loss of five percent (5%) based on actual parts lost during the plating process, un-reworkable defects and accidental damage can be charged to the CUSTOMER. 4.6. For CUSTOMER based outside Singapore, the CUSTOMER shall be liable for all costs, charges and expenses whatsoever in connection with banking transaction fees or any other charges whatsoever related to the making of payment to ATC.|
|5.1.||Any know-how, inventions, patents or copyrights or the like belonging to or provided by ATC and used for or developed in the course of the fulfilment of the CONTRACT by ATC shall remain ATC’s property, and no ownership shall be transferred to CUSTOMER with respect to such know-how, inventions, patents and copyrights, independent of the hardware on which such know-how, inventions, patents and copyrights is made available.|
|5.2.||All specifications, drawings, technical descriptions and details of processes (hereinafter called “information”) submitted with ATC’s QUOTATION or supplied to the CUSTOMER pursuant to the CONTRACT are supplied in confidence. The CUSTOMER shall keep the information confidential and shall not disclose the same to any third party without ATC’s prior written consent and shall use the same only for the purposes of the CONTRACT. Nothing in this clause shall prevent ATC from undertaking or offering to undertake for third parties any work or services similar to or designed to achieve the same results as the work or services provided under this CONTRACT.|
|6.1.||ATC shall, in respect of all sums due or owing from the CUSTOMER under the CONTRACT and/or any other contract between ATC and the CUSTOMER, have a general lien on all goods of the CUSTOMER in ATC’s possession (notwithstanding that finishing of such goods or some of them may have been paid for) and shall after the expiration of 14 days’ notice to the CUSTOMER be entitled to dispose of such goods as it deems fit and apply the proceeds towards such sums due or owing from the CUSTOMER.|
|7.||Packaging and Transportation of Goods|
|7.1.||The CUSTOMER shall be responsible for the adequate packing of the GOODS to protect them in transit against weather conditions, impact damage and other transport risks and for the provision of suitable stillages, pallets and other containers. The CUSTOMER shall use such packing materials as are suitable for reuse by ATC where ATC is responsible for delivering the Goods to the CUSTOMER. No warranty whatsoever is given by ATC that packing materials, cases, cartons and pallets will be returned to the CUSTOMER but wherever possible these will be returned to the CUSTOMER with the GOODS.|
|7.2.||Where the GOODS are being delivered by the CUSTOMER to and from ATC, the CUSTOMER undertakes at its own expense and risk both to deliver the GOODS to ATC’s premises on the date and at the time notified by ATC and to collect them within ten (10) working days after notification by ATC that the finishing has been completed.|
|7.3.||For CUSTOMER based outside Singapore, the CUSTOMER shall bear all the insurances, special packing, all import/export duties, taxes or custom clearance fees, freight cost and any other expenses that will have to be incurred for the purpose of delivering the finished GOODS.|
|8.||Suitability of Goods for finishing|
|8.1.||It shall be the CUSTOMER’S responsibility to ensure that the GOODS are suitable for finishing. ATC shall be under no obligation to ensure that any GOODS, or components or parts thereof, are an exact match or that one batch exactly matches another, whether the colour or finish are defined by reference to a sample or description as per Clause 1.4.|
|8.2.||Where a colour or finish is specified in the CONTRACT by reference to a sample or description, the Customer shall accept as complying with the CONTRACT all parts which are a commercial match with the sample or correspond with the description, as the case may be, and a commercial match with each other in accordance with the standard generally recognised in the trade. For the avoidance of doubt, ATC shall be under no liability for any failure to provide a commercial match if failure is due wholly or partly to differences in materials from which the respective GOODS, or components or parts thereof, are made or to any process or treatment to which the same have previously been submitted.|
|9.1.||Unless otherwise agreed in writing and signed by both parties, the quality and finish of work shall be such as will provide a reasonable service in compliance with the generally recognized standards in the trade for the class of work, type, quality and finish of the product concerned.|
|10.1.||The CUSTOMER warrants that the GOODS that are deposited with ATC for services to be rendered require no special storage.|
|10.2.||Risk of loss and/or damage to the GOODS deposited at ATC by the CUSTOMER, shall at all times remain with the CUSTOMER.|
|10.3.||ATC undertakes no liability for any destruction, damage or loss howsoever caused to the goods or other property deposited by the CUSTOMER with ATC.|
|10.4.||The CUSTOMER is strongly advised to get its own insurance with respect to the goods or other property deposited with ATC.|
|11.1.||ATC shall effect delivery of the GOODS to the CUSTOMER by transporting the GOODS to the premises designated by the CUSTOMER, or the CUSTOMER shall collect the GOODS from ATC’s within the timeframe specified in clause 7.2.|
|11.2.||Any times quoted for dispatch or delivery are estimates only and ATC shall be entitled to make delayed deliveries, partial deliveries and/or advance deliveries if deemed appropriate and practical by ATC.|
|11.3.||Without prejudice to any provision herein, ATC shall not be liable for any damage or loss as a direct/indirect result of any delay in delivery, partial delivery or advance delivery of the GOODS.|
|12.||Limitation of Liability|
|12.1.||Except as otherwise provided under these General Terms, in the event of non-conformance with the SPECIFICATIONS, ATC’s liability for any cause shall be limited to one-time finishing cost provided by ATC only.|
|12.2.||Any alleged non-conformance shall be notified by the CUSTOMER to ATC by written notice within 5 working days from the date of ATC’s delivery document. All alleged non-conformance shall be subjected to ATC’s review and approval. Such review must be carried out on the physical GOODS that are being alleged as non-conforming with any relevant supporting documents by CUSTOMER.|
|12.3.||For CUSTOMER based outside Singapore, all the costs associated with the reworks by ATC (except for the cost of reworks itself by ATC) is to be borne by CUSTOMER, including all the costs and expenses referred to in clause 7.3.|
|12.4.||Unless otherwise agreed by ATC in writing, ATC shall not be liable for any damages or losses arising from or relating to rejection of any GOODS and/or rework of the GOODS by others, due to non-conformance with the SPECIFICATIONS.|
|12.5.||ATC shall not be liable to CUSTOMER for any direct, indirect or consequential loss or damage whatsoever.|
|13.||Free Issue Materials|
|13.1.||Subject to clause 6, materials supplied by CUSTOMER to ATC (e.g. samples to be processed or tested, product for usage in performance tests, materials to be used for implementation, etc) shall at all times remain the property of the CUSTOMER.|
|14.1.||These GENERAL TERMS and the CONTRACT shall be interpreted, construed and governed by the laws of the Republic of Singapore excluding and without application of any conflict of law rules. It is hereby agreed that the parties irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Singapore.|
|15.1.||No waiver by ATC of any breach of any of these GENERAL TERMS or the CONTRACT shall be construed as a waiver of any subsequent breach of the same or any other term and conditions.|
|16.1.||ATC shall not be liable for any non-performance, loss, damage, or delay due to acts of God such as but not limited to severe weather conditions, fire, flood or war, riots, strikes or labour difficulty, governmental acts such as but not limited to trade restrictions including embargoes, acts of the CUSTOMER or its end user, delays in transportation, inability to obtain necessary labour or materials from usual sources, or other causes beyond the reasonable control of ATC. In the event of delay in performance due to any such cause, the date of delivery or time for completion will be extended to reflect the length of time lost by reason of such delay. If the grounds for Force Majeure continue for more than six (6) months, either ATC or CUSTOMER may terminate the CONTRACT upon seven (7) days’ written notice to the other party.|
|17.1.||If a provision of these GENERAL TERMS or the CONTRACT is determined to be void or unenforceable, this finding shall not render other provisions void or unenforceable, and ATC and CUSTOMER shall make their best endeavours to replace such provision by a valid one covering the original commercial intention as far as legally possible.|
|18.||Contracts (Rights of Third Parties) Act (Chapter 53B)|
|18.1.||A person who is not a party to the CONTRACT has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce any terms of the CONTRACT (including these GENERAL TERMS).|