Terms and Condition for Celestial Sphere Trading Pte Ltd (CST) as Buyer
These are the terms and conditions (“Terms”) under which we (Celestial Sphere Trading ) "CST" purchase products from you as "Seller", and they will govern all purchases from CST. CST product or service purchase are expressly conditioned upon your acceptance of these Terms. You will be deemed to have accepted these Terms upon purchase. Our failure to object to any terms and conditions contained in any purchase order or other document from you will neither be construed as our acceptance of such terms and conditions, or a waiver of these Terms.
In these Terms and Conditions:
"CST" means Celestial Sphere Trading Pte Ltd who is making the purchase.
"Seller" means the person, firm, company or other organization who or which is supplying the Products and/or Services to CST.
"Products" means any Goods, Equipment or Software agreed to be supplied by the Seller.
"Services" means all advice given and services performed by the Seller.
“Purchase Order” means the purchase order attached to or issued together with these Terms and Conditions.
A purchase order is required for CST purchases of products and services. The purchase order number must be referenced on all correspondence from delivery note or packing slip through to invoice. Please note that CST will not accept any Delivery Order and invoices that do not bear CST Purchase Order number. PRICING
It is essential to state clearly CST PO numbers on Delivery Order when making a delivery. All invoices submitted to Celestial Sphere Trading Pte Ltd (CST) for payment must have the relevant PO stated clearly on it. Seller should not perform services or ship products prior to the issuance of a purchase order relating to the true cost of the transaction. Seller must request an amended or additional purchase order for any additional products or services requested.
We regret to inform you that any delivery orders or invoices without a valid PO, or bearing the wrong PO, will not be processed.If there is any doubt about the purchase order received form us, please contact us directly at firstname.lastname@example.org.
Each Purchase Order placed by buyer for goods and/or services is subject to these standard purchase terms and the terms of the applicable Purchase Order, and is conditional upon Supplier’s agreement to such terms. Supplier shall be deemed to have agreed to be bound by such terms by accepting the Purchase Order, delivering the goods, and/or performing the services.
SHIPPING AND DELIVERY
If at the time of payment of the Price as specified on the face hereof, there is an increase in the value of United States Dollar (or such other currency as expressly provided herein to be the currency for payment) as against Singapore Dollar from the rate of exchange between the same currencies prevailing at the date of this Contract, CST shall be entitled (but not obliged) to exercise either of the following options:-
(a) to terminate this Contract; or
(b) to pay to the Seller an amount in the currency for payment which amount shall on conversion into Singapore Dollars at the rate prevailing at the time of payment be equal to the amount in Singapore Dollars converted from the amount specified as the Price at the rate prevailing at the time of this Contract, so that CST shall be fully discharged from its liability for payment notwithstanding that the amount so adjusted and paid may be less than the amount of the Price specified on the face of this Contract. For the purpose of this clause, the rate of exchange means the rate at which CST may in the ordinary course of business purchase the currency for payment with Singapore Dollars and in the event of two or more rates on any date, the applicable rate shall be that selected by CST which shall be final and binding on the Seller.
All taxes including withholding taxes, export duties, port charges, fees, stamp duties, packing costs, checking charges, banking charges, communication and telex charges, and other charges incurred or to be incurred in the performance hereof and/or in respect of the Products, containers for the Products and/or the shipping or other required documents including Certificates of Origin in the country of shipment and/or of origin shall be borne by the Seller and shall be for the Seller’s account and if the same shall be paid or is payable by CST, the Seller shall indemnify CST for the same and CST shall further be entitled to deduct the same from the Price of any part thereof.
Time of shipment and/or delivery is of the essence of this Contract. In the event of non-shipment, non-delivery or delay in shipment and/or delivery of the Products, or part thereof, whether or not due to the fault, negligence or omission of the Seller, CST may, upon written notice to the Seller, immediately terminate this Contract without prejudice to its rights to claim for damages and costs (including without limitation dead freight payable by CST in respect of the vessel or vessels arranged for carriage of the Products or any part thereof) arising out of or in connection with such non-shipment, non-delivery or delay in shipment and/or delivery.
Notice of particulars of shipment shall be sent to CST by telex, cable, or electronic mail immediately after shipment. Date of marine bill of lading, through bill of lading, waybill, airway bill, cargo receipt or any other similar document acceptable to CST as a negotiable shipping document shall be proof of the date of shipment in the absence of evidence to the contrary.
PATENT TRADE MARKS, ETC
If this Contract is made on a C.I.F. basis or on the basis of any other terms by which the Seller is required to procure marine insurance at its own expense, the Seller shall effect all risks (Institute Cargo Clause) marine insurance with underwriters or insurance companies of good repute in the amount of one hundred and ten percent (110%) of the C.I.F. value of the Products, unless otherwise specified on the face of the Contract. Any additional premium for insurance coverage in excess of the value mentioned above, if so required by CST, shall be borne by CST. The Seller shall, if required by the Buyer and at the expense of CST, provide insurance covering war (Institute War Clause) and S.R. & C.C. (Institute Strikes, Riots and Civil Commotions Clause) risks or any other risks as requested by CST.
The Seller shall indemnify CST against all liability, action, claim, demand, costs, charges and expenses, including legal costs on solicitor and client basis, arising from or incurred by reason of any infringement or alleged infringement or unauthorized use of any patent rights, trademark, trade name, brand, utility model, design, pattern, copyright or other intellectual or industrial property rights (“Property Rights”) in the Products whether in CST’s country or any other country including the Country of Destination, provided however that this indemnity shall not apply in the Country of Destination stated on the face hereof if the Property Right so infringed shall have been specifically designated or selected by CST. (b) In the event that any dispute and/or claim arises in connection with the above right(s), CST reserves the right to unconditionally terminate this Contract or any part hereof and the Seller shall bear and be responsible for all loss and/or damage caused thereby or resulting therefrom and shall have no claim
whatsoever against CST.
The Supplier may not charge, assign, subcontract or otherwise transfer any of its rights, benefits or obligations hereunder in whole or in part without the prior written consent of the Purchaser. The Purchaser may, at any time, assign or otherwise transfer its rights, benefits or obligations under this Contract.
The Seller hereby warrants:-
(i) that the Products shall conform in all respects in quality, quantity and description with the particulars stated on the face hereof;
(ii) that the Products shall be of merchantable quality and has been made manufactured or produced out of the best materials and by the best workmanship;
(iii) that the Products shall be equal in all respects to the samples, patterns or specification, if any, given byeither party;
(iv) that the Products shall be fit for use for the purpose(s) indicated, expressly or implied by CST;
(v) that the Products, properly packed and secured in such a manner as to reach its destination in good order and condition, shall be delivered by the Seller at or dispatched for delivery to the place or places at the time and in the manner specified in this Contract and in good order and condition.
(b) The Seller undertakes at its own expense without prejudice to any other rights of CST to render to CST or any such party claiming through CST all such service or assistance (including without limitation the repair of the Products or the supply at the place of final destination as directed by CST, of substitute(s) for the Products, which substitute(s) shall in all respects be in accordance with the aforesaid warranties) as CST may reasonably require in enforcing the aforesaid warranties.
(c) It is hereby agreed between the parties hereto that each of the stipulations herein before contained is a condition of this Contract, the breach of which shall give CST the right to reject the Products or any part thereof and treat the Contract as repudiated, and the Seller shall without prejudice to the other rights of CST reimburse CST all costs and expenses of returning the rejected Products.
(a) If any of the following events occur; that is to say if:
(i) the Seller shall fail to observe, fail to
perform, breach or threaten to commit any breach of the terms, conditions, warranties or obligations implied or expressed in this Contract, or any other contracts entered into between both parties hereto or any representation or undertaking made to CST shall be incorrect or misleading;
(ii) any steps shall be taken or threatened to be taken, or legal proceeding shall be commenced or threatened to be commenced for the dissolution, bankruptcy, winding-up (voluntary or otherwise), liquidation or reorganization of or for the appointment or receiver, trustee or similar officer of any or all the reserves, assets, undertaking revenues or property of the Seller;
(iii) the Seller shall become insolvent, commit any act of bankruptcy, die, become of unsound mind or make any arrangement or composition with its creditors or any assignment for the benefit of creditors;
(iv) the Seller shall make a material liquidation of its assets or cease or threaten to cease to do business or to exist;
(v) any distress execution or other legal process shall be levied, enforced or sued out against the whole or any part of the reserves, undertaking, properties, assets or revenues of the Seller; then and in any such event and without notice to the Seller CST shall have the right to unconditionally terminate this Contract or any part thereof or any other contracts with the Seller and/or to reject the Products or any part thereof and/or to resell or dispose of the same for the account of the Seller by public auction, tender or private contract at such time, price and under such conditions as CST shall deem proper without prejudice to any other rights vested in CST, by law or otherwise, and any other remedy which CST may have against the Seller under this Contract and notwithstanding any pending negotiation proceedings or litigation. CST shall be at liberty to apply the proceeds of resale to the recovery of all expenses attending such resale and attempted resale all claims, other expenses, including legal costs on solicitor and client basis, liabilities and damages including loss of profit and bargain howsoever suffered or incurred by CST, and any deficiency in price obtained on resale shall immediately thereafter be made good and paid by the Seller and shall be recovered by CST as liquidated damages. Without prejudice to the foregoing, the Seller shall in any event indemnify CST for any loss or damages including without limitation to loss of profit and bargain, damages and legal costs payable to purchasers of the Products from CST and/or to carriers of the Products and other expenses incurred by CST for the performance of this Contract and/or in respect of the Products arising out of or occasioned by the termination of this Contract or any part thereof.
(b) In the event of termination of this Contract by CST in whole or in part under the terms of this Contract, CST shall in addition to the foregoing rights be entitled to recover any money paid in advance by CST in respect of any undelivered portion of the Products, together with interest thereon at the rate of ten percent (10%) per annum calculated on a day to day basis for the actual number of days elapsed from the date on which such money shall have been paid by CST until the date of repayment in full thereof by the Seller before as well as after judgment.
(c) In addition to and without prejudice to the foregoing or other rights of CST hereunder or by law, CST shall further be entitled to a lien on the Products or any part thereof in CST possession for all liabilities moneys damages and costs owing by the Seller to CST hereunder.
(d) The rights and remedies of CST hereunder are cumulative and in addition to CST rights, powers and remedies existing at law.
(e) The foregoing provisions in this clause shall be applicable to all termination of this Contract in whole or in part by CST, pursuant to the other terms expressed and or implied within.
Any claim by CST, except for latent defects, shall be made in writing as soon as reasonably practicable after delivery of the Products to its final destination and after unpacking and inspection thereof by CST or any purchaser(s) of CST or sub-purchaser(s) thereof. The Seller shall be responsible for latent defects of the Products at any time after the delivery, notwithstanding inspection and acceptance of the Products whether by CST or any purchaser(s) of CST or sub-purchaser(s) thereof, provided that notice of claim shall be made as soon as reasonably practicable after discovery of such defects.
Unless settled without undue delay by amicable arrangement of the parties hereto, any dispute, controversy, difference and/or question which may arise between the parties hereto, arising out of, or in relation to, or in connection with this Contract, any breach and/or the construction hereof and/or any matter or thing of whatsoever nature arising hereunder shall at the option and discretion of CST be referred to arbitration in Singapore or such other country as CST may designate in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce and the award of such arbitration shall be final and binding upon and enforceable against the Seller. Judgment upon such award may but shall not be required to be entered in any court or tribunal having, claiming or accepting jurisdiction over the Seller or any of its assets,property or revenues.
Seller and CST, as the case may be, shall be excused for delays in performance or failure of performance to the extent arising from causes beyond such party’s reasonable control, including without limitation strikes, wars, fires, acts of terror or acts of God, such as floods and earthquakes. In the event of any such event or condition, the party whose performance is excused hereunder shall notify the other party promptly thereof and shall make diligent efforts to perform at its earliest opportunity. If Seller’s performance is excused hereunder, CST may cancel the PO and Seller agrees to provide to Buyer the assistance and information necessary for Buyer to make, have made, or otherwise procure replacement goods and services.