MAXGROW PTE LTD (“Company”) trading under the brand name known as

“ALMAXCO”

Standard Terms and Conditions of supply under the Sales Contract

( w.e.f: 16th September 2019) (hereinafter referred to as “the Standard Terms and Conditions”)

1. Definitions

a. “Agreement” means the entire agreement between the Company and the Buyers comprised of the Sales Contract, these Standard Terms and Conditions and the Warranty; 

b.”Balance Payment” means the balance of the Commercial Invoice Sum after deducting the Deposit Payment, as specified in the Sales Contract; 

c. “Buyers” means any person or entity or organization from whom the Company accepts an order for the supply and delivery of the Panels; 

d.”CFR” means Cost & Freight: The Company will be responsible for the loading and transportation of the containerized Panels to the Port of Destination. It will be the Buyers’ responsibility to obtain all necessary insurance to cover all risks and liabilities including in relation to the transit of the Panels from the Port of Loading onwards. It will be the Buyers’ responsibility to unload the containerized Panels at the Port of Destination and to obtain insurance to cover all risks and liabilities for the delivery of the containerized Panels from the Port of Destination to the Buyers’ final place of delivery; 

e. “CIF” means Cost, Insurance & Freight: The Company will be responsible for the loading and transportation of the containerized Panels to the Port of Destination. The Company will also be responsible for obtaining the marine insurance in relation to the containerized Panels during the transit from the Port of Loading to the Port of Destination. It will be the Buyers’ responsibility to unload the containerized Panels at the Port of Destination and to obtain insurance to cover all risks and liabilities from the Port of Destination to the Buyer’s final place of delivery; 

f. “Company” means Maxgrow Pte Ltd, a company incorporated in Singapore and having its registered company address at 1 North Bridge Road, #14-05 High Street Centre, Singapore 179094; 

g. “Deposit Payment” means a deposit towards the Sales Contract Sum as specified in the Sales Contract; 

h. “FOB” means Free on Board: The Company will be responsible only for the loading of the containerized Panels on board the vessel which has been nominated by the Buyers. It will be the Buyers’ responsibility to obtain all necessary insurance to cover all risks and liabilities including in relation to the transit of the Panels from the Port of Loading onwards; 

i. “Panels” mean aluminium composite panels listed in the Sales Contract; 

j. “Port of Destination” means the shipping port to which the Panels shall be shipped; 

k. “Port of Loading” means the shipping port from which the Company shall ship the Panels; 

l. “Sales Contract” means the sales contract between the Company and the Buyers for the sale of the Panels by the Company to the Buyers; and 

m. “Sales Contract Sum” means the total amount to be paid by the Buyers to the Company for the supply and delivery of the Panels under the Sales Contract.

2. General 2.1 These Standard Terms and Conditions shall apply to any Sales Contract entered into by the Company and the Buyers for the supply and delivery of the Panels.2.2 The Sales Contract together with these Standard Terms and Conditions and the Warranty (as specified hereinafter) constitute the entire agreement between the Company and the Buyers in respect of the subject matter stated in the Sales Contract (“Agreement”). Any provision or clause of the Agreement which is void or unenforceable may be severed without affecting other provisions or clauses within the Agreement. The Agreement shall supersede all other agreements, understandings, terms, conditions, representations whether in writing, oral or otherwise.

2.3 Except as otherwise specified by the Company in writing, the Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore.

3. Acceptance of the Sales Contract 3.1 The Buyers shall sign and return the Sales Contract to the Company within three (3) working days of their receipt of the Sales Contract and this shall be taken as their unconditional acceptance of the Standard Terms and Conditions.3.2 By signing the Sales Contract, the Buyers accept and acknowledge that the Standard Terms and Conditions form an integral part of the Sales Contract.

4. Variations 4.1 Following execution of the Sales Contract, the Buyers may request a variation to the Sales Contract only with regard to the sizes and quantity of the Panels and the request must be in writing.4.2 The Company shall evaluate the requested variation at its absolute discretion and advise the Buyers whether the said variation can be incorporated within the Delivery Period as stated in the Sales Contract.4.3 Where the Company has advised the Buyers that the said variation is acceptable and it can be incorporated within the Delivery Period as stated in the Sales Contract, the Company shall inform the Buyers of the cost of the said variation by way of written quotation. The Buyers must confirm their approval of the quotation within 24 hours of its receipt failing which the variation request will be deemed to have been cancelled.

1. 1. 4.4 Where the Company has advised the Buyers that the said variation is acceptable but it cannot be incorporated within the Delivery Period as stated in the Sales Contract, the variation shall become subject of a separate Sales Contract.

      4.5 The Company cannot be held liable for any delays, penalties or any other costs whatsoever, which may occur as a result of any request for variations.

   5. Payment 5.1 The Buyers shall pay the Company the Sales Contract Sum in accordance with the requirements as stated in the Sales Contract, without any right of set-off, deduction or counterclaim whatsoever, unless it is expressly stated in the Sales Contract or otherwise agreed in writing by the Company.5.2 In the event of any action by the Company to recover any overdue or outstanding amount of the Sales Contract sum, all legal expenses (on a solicitor and client basis), collection agency or any other associated costs and expenses incurred by the Company are payable by the Buyers.

6. Non-Payment 6.1 When payment terms are by telegraphic transfer:6.1.1 In the event that the Deposit Payment, is not received by the Company in its designated bank account in Singapore in accordance with the terms of the Sales Contract for any reason whatsoever, the Company shall be entitled unconditionally to terminate the Sales Contract with the Buyers, without any notice and without any liability or obligation whatsoever on the part of the Company;6.1.2 In the event that the Balance Payment of the Sales Contract Sum or any part thereof, is not received by the Company in its designated bank account in Singapore in accordance with the terms of the Sales Contract for any reason whatsoever, the Company shall send a written notice to the Buyers by fax, email
   or any other form of communication as usually adopted by the parties, to pay the said sum within the next three (3) working days and if payment is not received by the Company shall be entitled to all or any of the following relief without further recourse to the Buyers:a. To terminate the Sales Contract without any liability or obligation to the Buyers whatsoever on the part of the Company;

    

   b. To retain title to the Panels, as listed in the Sales Contract, as the Company’s absolute property;

   c. (To sell the Panels, as listed in the Sales Contract, in any manner or price which the Company deems fit to do so and retain all proceeds from any such sale;

   d. To retain the Deposit Payment received from the Buyers ;

   e. To claim any shortfall between the total value of the Sales Contract Sum and the Deposit Payment together with the value recovered by the Company from the sales of the Panels (if any);

   f. To charge interest at 15% per annum on any overdue amount from the date of the invoice;

   g. To claim any storage and other administrative costs in connection with the above.

   6.2 Where payment terms are not by telegraphic transfer and are on other terms so specified in the Sales Contract and any such payment is not received by the Company in accordance with the terms of the Sales Contract for any reason whatsoever, the Company shall send a written notice to the Buyers by fax, email or any other form of communication as usually adopted by the parties, to pay the said sum within one business day and if payment is not received by the Company, the Company shall be entitled to all or any of the reliefs as specified in Clause 6.1.2 (a) to (g) hereinbefore without further recourse to the Buyers.

7. Delivery/Shipment and Insurance 7.1  All supply of the Panels shall be made either on:a. FOB (Port of Loading) basis; or
   b. CFR (Port of Destination) basis; or
   c. CIF (Port of Destination) basis.

    

   7.2 The Delivery/Shipment terms will be negotiated by the parties prior to issuance of the Sales Contract.

   7.3 In the event the supply of the Panels is on a FOB or CFR basis, it will be the Buyers’ responsibility to obtain any necessary insurance(s) and the Company cannot be held liable for any damage to the Panels during delivery/shipment.

   7.4 In the event the supply of the Panels is on a CIF basis, the Company shall obtain marine insurance in connection with the delivery/shipment of the Panels only to the Port of Destination. If the Buyers have any claims for damage to the Panels whilst in delivery/shipment to the Port of Destination, the Buyers shall furnish the necessary evidence to the Company to allow the Company to submit the claim to its insurance provider. In such an event, the liability of the Company shall be limited to an amount equal to the claim amount approved by its insurance provider.

   7.5 The Buyers shall bear the cost of all expenses incurred by it and by the Company in relation to a claim in accordance with clause 7.4 above.

   7.6 In the event the Panels are detained or held by any authorities at the Port of Destination for any reason beyond the control of the Company, the Company cannot be held liable for any costs, penalties or any other expenses incurred by the Buyers or any other third party or whatsoever, including, but not limited to consequential loss, loss of profits, etc.

8. Taxes, Tariffs & Duties 8.1  The Buyers shall pay all taxes, tariffs and duties due in relation to the supply of the Panels under the Sales Contract.
9. Title 9.1 Notwithstanding delivery of the Panels and the passing of risk, or any other provisions or the Sales Contract of the terms herein, title in the Panels shall pass to the Buyers only upon full payment of the Sales Contract Sum, as stated in the Sales Contract.9.2 Until the Buyers have made full payment of the Sales Contract Sum, the Company shall have the absolute legal right over the title in the Panels.9.3 In the event that the Panels are unloaded or unloaded and cleared by the Buyers at their Port of Destination and the Sales Contract sum has not been paid in full to the Company, as stated above, the Buyers have the obligation to maintain the Panels, as the Company’s property, by properly storing them separately from other stocks and allowing the Company to repossess and/or inspect the Panels at any time and not to resell or use the Panels in any way to prejudice the rights of the Company as legal owner of such Panels, unless otherwise expressly agreed by the Company in writing.
10. Risk 10.1 Risk of damage to, or loss of the Panels shall pass to the Buyers:10.1.1 In the case of Panels delivered on a FOB basis, upon the Panels passing the ship’s railings at the Port of Loading;10.1.2 In the case of Panels delivered on a CFR basis, upon the Panels passing the ship’s railings at the Port of Loadings; and10.1.3 In the case of Panels delivered on a CIF basis, upon the Panels being delivered to the Port of Destination

    10.2 In the event of any action by the Company to recover from the Buyers any claims by third parties for storage, demurrage, detention, duties, levies, taxes, etc, which are to the account of the Buyers (Buyers’ liability), all legal expenses (on a solicitor and client basis), collection agency or any other associated costs and expenses incurred by the Company are payable to the Company by the Buyers and will be recoverable as a separate debt.

11. Warranty
    11.1 Further to that stated above, the Panels supplied by the Company under the Sales Contract to the Buyers shall be subject to the terms and conditions of the Company’s manufacturer’s warranty (the “Warranty”) for the Panels which shall be available and provided upon request made in writing.11.2 The terms and conditions of the Company’s manufacturer’s Warranty for the Panels shall be read together with the terms and conditions of the Sales Contract and these Standard Terms and Conditions.

     

    11.3 Except as provided in the said Warranty, the Company disclaims and excludes all conditions, warranties and other terms, whether expressed or implied by statute, common law, equity, trade custom, or usage (and any rights and remedies which may be conferred thereunder) to the fullest extent permitted by law.

    11.4 In the event of any conflict between the provisions of the Sales Contract and the provisions of the Company’s manufacturer’s Warranty for the Panels, the provisions of the Company’s manufacturer’s Warranty for the Panels shall prevail and apply.

12. Force Majeure 12.1  Neither party shall be liable to the other for failure or delay in the performance of any of their obligations (except the obligation to pay any sum due and payable) under the Sales Contract, when such failure or delay is due to storms, fire, riots, civil commotion, acts of war, embargoes, governmental laws, orders or regulations, scarcity of freight space, unforeseeable machinery breakdowns and/or power failure at the factory, delays in vessel schedules due to weather conditions or congestion at ports, interruption of raw material supplies, labor strikes, lockouts or any kind of abstention from work, acts of God such as natural disasters, windstorms, sandstorms, hail, etc., radiation or different contingencies beyond the reasonable control of the respective parties.12.2 If, as a result of legislation or governmental action, any party to the Sales Contract, is precluded from receiving any benefit to which it is entitled hereunder, the parties shall review the provisions of this Sales Contract and use best efforts to restore the party or parties to the Sales Contract, to the same relative positions as previously obtained hereunder.
13. Confidential Information 13.1 Specifications, formulations, production processes, pricing, quality systems, testing methods, designs, samples and other information disclosed by the Company will be treated as confidential by the Buyers and will not be disclosed by the Buyers to any other party without the written consent of the Company for any reason other than for marketing and distribution of the Company’s Panels, as agreed by the Company.13.2 The Company’s Registered Trademark and associated intellectual property rights in regards to the Almaxco Brand name and its logo cannot be used by the Buyers, without prior written approval of the Company.
14. Disputes 14.1 In the event of any dispute arising out of or in connection with the Sales Contract (including the Standard Terms and Conditions), including any questions regarding its existence, validity, interpretation or termination, the parties herein shall only adopt the methods as more specifically described in the following paragraphs and briefly described below, to resolve the dispute:a. Mutual settlement;
    b. Mediation;
    b. Arbitration

     

    14.2 Mutual settlement. A party shall first give written notification to the other party of the dispute (“Notice of Dispute”). Thereupon, both the Company and the Buyers hereto shall use their best endeavors to resolve and bring to an end the dispute as amicably as possible and to their mutual satisfaction within ninety (90) calendar days from the Notice of Dispute or such other period as the parties may mutually agree [“the Settlement Period”].

    All costs incurred by a party in relation to any action under this clause 14.2 shall be at that party’s own account.

    14.3 Mediation. If settlement is not reached within the Settlement Period, the parties shall within sixty (60) calendar days from the end of the Settlement Period submit themselves to mediation conducted by the Singapore Mediation Centre and agree to be bound by any outcome reached pursuant to such mediation. Parties shall use their best endeavours to resolve and bring to an end the dispute as amicably as possible and to their mutual satisfaction within thirty (30) calendar days from the submission to mediation or such other period as the parties may mutually agree (“the Mediation Period”).

    The cost of engaging a mediator from the Singapore Mediation Centre shall be borne by the parties in equal shares. All other costs incurred by a party shall be at that party’s own account.

    14.4  Arbitration. In the event the parties do not reach into any settlement during the Mediation Period, any dispute not resolved arising out of or in connection with this Sales Contract (including the Standard terms and Conditions) including any question regarding its existence, validity, interpretation or termination shall be referred, no later than thirty (30) calendar days after the expiry of the Mediation Period, to be finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. In such an event;

    a. The Tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of the SIAC and the language of the arbitration shall be English;

    b. The award rendered by the Tribunal shall be final and binding upon both the Company and Buyers and neither party can commence and/or continue any further litigation whatsoever.

    b. The cost of engaging an arbitrator from the Singapore International Arbitration Centre shall be borne by the parties in equal shares. All other costs incurred by a party shall be at that party’s own account.

    14.5 For the avoidance of doubt, any dispute not resolved either by settlement or mediation as so provided above, and not so referred to arbitration in the manner provided above, shall not thereafter be the subject of any claims between the parties herein.

15. Changes to this Sales Terms & Conditions 15.1 The Company reserves the absolute right to amend, alter, change, substitute, replace any or all of the terms and conditions mentioned herein in this Standard Terms and Conditions of the Sales Contract in any future Sales Contracts with the Buyers without notice whatsoever.
16. Notice 16.1 All notices under or pursuant to this Sales Contract shall be in writing in English and unless expressly provided otherwise, shall be sent by registered mail to the address stated below or any other address that the parties from time to time expressly in writing directs for such notices to be sent :If to the Company:
    M/s Maxgrow Pte Ltd of
    1, North Bridge Road. #14-05
    High Street Centre,
    Singapore 179094.
    Attn: Mr Mehul Raj, Director

     

    If to the Buyers:
    As stated on the Sales Contract