Powered by Sourceability

Terms and Conditions

Terms of Use

Sourceability SG Pte. Ltd., together with its various related companies (collectively, "Sourceability") own and operate the Sourcengine website (the "Website"). By using this Website, you acknowledge that you have read and hereby agree to these Terms of Use, including our Privacy Policy and any additional disclaimers or legal notices, and that you also agree to these Terms of Use for and on behalf of the entity that you represent. If you use Sourceability's services offered through this Website (the "Services"), you shall also be bound by additional terms and conditions in relation to those services. In the event of any conflict between the Terms of Use and any additional terms and conditions, the additional terms and conditions shall prevail unless expressly specified otherwise herein. Sourceability may modify the Terms of Use to reflect changes in Sourceability's business, applicable law or for other reasons deemed necessary by Sourceability. Any modifications to the Terms of Use shall apply immediately upon such modified Terms of Use being posted on the Website.

For the purposes of these Terms of Use, the term "you" and "your" shall include (i) the representative(s) of the company who are authorised to access the Website and use the Services and (ii) the company itself. You hereby agree that you shall only use the Services for and on behalf of a company which you are employed by, or for and on behalf of a company who has authorised you or who has appointed you as their agent or representative, to access the Website to use the Services. You shall not use the Services in your personal capacity as an individual consumer.

1. User Registration and Access to Account

1.1. You will have to sign up for an account on the Website (the "Account") in order to use the Services. Each individual user will be provided with a personal user ID and a password. In using the Website, creating the Account on the Website or accessing the Account on the Website, you agree to the following: (i) to provide accurate and complete information about you as may be required in the registration forms on the Website ("Registration Information"); (ii) to promptly update Sourceability if there are any changes in your Registration Information; (iii) keep confidential your user ID and password used to access the Account; (iv) immediately contact Sourceability if there is any unauthorised access to the Account, any breach of security regarding the Account, any unauthorised disclosure of data in the Account or if you suspect any of the foregoing taking place. If you are setting up and operating the Account on behalf of any entity, you hereby represent and warrant that you are authorised by such entity to set up and maintain the Account and to accept these Terms of Use on such entity's behalf. Sourceability reserves the right to terminate the Account if the Registration Information is false or if you are not authorised to set up, maintain and operate the Account for the relevant entity.

1.2. If so prompted by the Website's system, you shall change your User ID and password to be able to continue using the Website and the Services. You shall not allow any third party or any other entity to access the Account or use the Services.

2. Services

2.1. The following are the terms and conditions governing the various Services provided by Sourceability through the Website:

Terms and Conditions of Sale: You may be a purchaser sourcing for electronic components. Sourceability has a global network that enables Sourceability to procure the components you want at the best possible price with the best-qualified supplier. For the current version of the Website, the existing Terms and Conditions of Sale and any other agreement relating to the purchase of goods from Sourceability, and which are entered into between you and Sourceability shall govern your purchase of goods from the Website except that the provisions in paragraph 2.3 below shall also apply.

Excess Management Terms: You may be a supplier who has excess inventory. Sourceability is able to match your excess inventory to the demand of its other customers. You will have to agree to the Excess Management Terms which will set out the terms and conditions of the sale of your excess inventory to Sourceability.

2.2. In addition to the aforesaid terms and conditions, the Terms of Use shall also apply in relation to your use of the Services on the Website.

2.3. Usage of the Services during the Current Version

(i) All orders made by you shall be deemed to be an offer made by you to purchase the selected items and quantities set out in your cart. All items that you check out shall not be cancelled by you or returned to us subsequently unless such return is made in accordance with the existing General Terms and Conditions of Sale between you and Sourceability. All orders are subject to acceptance by Sourceability. Sourceability shall issue you an Order Confirmation after you have checked out your selected items from the Website. The Order Confirmation shall set out the details of your purchase and shall be sent to your email address provided under the Registration Information.

(ii) In cases where you have an existing General Terms and Conditions of Sale with Sourceability, you shall make payment for your order in accordance with such existing terms. Sourceability shall not process any orders in the case of errors or inaccuracies regarding the items appearing on the Website. If an error or inaccuracy is discovered, Sourceability shall modify or cancel the Order Confirmation accordingly. Depending on market conditions at that time, Sourceability has the right to modify or cancel certain items in the Order Confirmation. If you are agreeable with the modifications proposed by Sourceability, the dashboard in your Account shall then be updated accordingly. Sourceability shall not be held liable to you for any direct losses (including loss of profit) or indirect, consequential or special losses of any kind in connection with such modification or cancellation of items as described herein.

(iii) In the event that you do not use the Services on the Website, but instead send a purchase order directly to an account manager in Sourceability or to a support email on the Website admin@sourcengine.com, Sourceability reserves the right to determine whether to handle your purchase order through the Website or outside of the Website.

In the case where the items are purchased outside of the Website, the existing General Terms and Conditions of Sale and any other agreement between you and Sourceability shall apply and these Terms of Use shall not apply. 


In the case where the items are purchased through the Website, these Terms of Use shall apply in addition to the existing General Terms and Conditions of Sale and any other agreement between you and Sourceability relating to the purchase of goods from Sourceability. Insofar as you use the Website to purchase items from Sourceability, clauses 2.1, 2.2, 2.4, 2.5 and 2.6 and clause 3 of the Terms of Sale concerning the placing of an order with Sourceability and the acceptance of such order by Sourceability shall replace the corresponding terms in the existing General Terms and Conditions of Sale and any other agreement between you and Sourceabillity. The other terms and conditions relating to the purchase of goods from Sourceability shall be governed by the existing General Terms and Conditions of Sale and any other agreement between you and Sourceability.


3. Electronic communication

In using the Services on the Website, you consent to Sourceability sending you electronic messages such as email, text messages, mobile push messages, or notices and other communications on this Website.

4. Usage of Website

4.1. In using the Services, you will have to upload, submit, store, receive or send content in connection with the entity you represent (the "Content"). You hereby grant Sourceability a worldwide and royalty-free license to use, host, store, reproduce, modify, communicate, publish, publicly perform, publicly display and distribute the Content for the purposes of Sourceability providing its customers with the Services. The rights granted in this license are also for the purposes of enabling Sourceability to use and analyse the Content in order to promote, market, improve and develop the Website and the Services. Sourceability may share the Content with its related companies and affiliates as well as third party service providers in order to process and manage the Content. Such a license continues even after you cease to be Sourceability's customer.

4.2. You agree to the following in the usage of the Website and the Services:

(i) Not to publish, upload, email, post, transmit or otherwise make available Content that (a) is unlawful, harmful, vulgar, obscene, hateful, racially or religiously sensitive or otherwise objectionable (b) infringes the intellectual property rights of third parties (c) contains software virus, Trojan horse, worm, time bomb, cancelbot or any other computer file or software designed to corrupt, interrupt or limit the functionality of any computer hardware, software or other property;

(ii) Not to impersonate any person or entity or misrepresent your affiliation with any other person or entity;

(iii) Not to harass, defame, abuse, stalk, or threaten the rights of other persons or entities or their rights of privacy;

(iv) Not to harvest, collect, store and use in any way the information or data of other users of the Website or the Services for purposes other than that which the Services are designed for;

(v) Not to download any content from the Website in the course of using the Services and use such content for illegal purposes or for purposes unrelated to the Services or to offer services similar to the Services;

(vi) Not to gain unauthorised access to the Website or the platform providing the Services or any other computer systems or networks related to the Website, whether through hacking, mining or any other means;

(vii) Not to use the Website and the Services in a manner that would affect any other user's use and enjoyment of the Website and the Services;

(viii) Not to take down the Website or amend any part of the Website;

(ix) Not to take down any other web tools provided to you by Sourceability;

(x) Not to copy, modify, distribute, transmit, display, publish, license or create derivative works from, transfer, lease or sell the Website or the content on the Website;

(xi) Not to copy or modify any part of the Services;

(xii) Not to interfere with or disrupt the servers, or networks which support the Website or breach any procedures, policies or regulations of networks connected to the Website;

(xiii) Not to reverse engineer, decompile, disassemble or otherwise use the source code of this Website to build a website similar to the Website; and

(xiv) Not to violate any applicable local and international laws and their regulations.

5. Personal Data Protection

When you use the Website or when you register with Sourceability, you will have to provide Sourceability with certain information, which may include information that identifies you personally, such as your name, contact details and email address ("Personal Data"). By providing Sourceability with Personal Data, you agree that Sourceability may collect, use, store, manage and otherwise process your Personal Data for the purpose of providing you with access to the Website and the Services. You agree to provide Sourceability with complete and accurate information, including keeping your Personal Data accurate and updated. You may contact us at: admin@sourcengine.com to correct and/or update your Personal Data. If you request to delete your Account with Sourceability or your Personal Data, you will no longer be able to access the Services. Sourceability may share the Personal Data with its related companies or its affiliates as well as third party service providers in order to process and manage your Personal Data for the purposes of promoting, marketing, improving and developing the Website and the Services. The use or your personal data is subject to Sourceability's Privacy Policy, which can be accessed by clicking on the “Privacy” link at the bottom of each web page of the Website.

6. Confidentiality

6.1. You shall not disclose or use in any way the Confidential Information to which you are provided access through your use of the Website or the Services. You agree to take all reasonable measures, to the same extent that you take measures to protect your own confidential information, to (i) keep the Confidential Information strictly confidential (ii) to use the Confidential Information solely for the purposes of fulfilling your obligations under the Terms of Use and any additional terms and conditions and (iii) not to disclose any Confidential Information to any party without the prior written consent of Sourceability. The Confidential Information may only be disclosed to those within your company on a need-to-know basis or to your professional advisers, for the purposes of your company using our Services. As used herein, "Confidential Information" shall mean all information disclosed by Sourceability in connection with the provision of the Services, including all trade secrets, information concerning the operations, business affairs, customers and suppliers of Sourceability, information labelled as "confidential" or that given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood as confidential.

6.2. All content posted or uploaded by you to the Website shall be at your own risk and Sourceability shall not be responsible for the use or misuse of such uploaded information by any other user of the Website.

6.3. Your confidentiality obligations herein shall continue even after you cease using the Website and/or after the termination of your Account.

7. Intellectual Property Rights

7.1. Sourceability and the relevant licensors own all Intellectual Property Rights in the Website and the Services. Subject to these Terms of Use, Sourceability grants you a limited, revocable, non-exclusive and non-transferable license to access and use the Website and the Services in accordance with the Terms of Use and the additional terms and conditions. Nothing in these Terms of Use shall be deemed to give you a right to modify, copy, distribute, transmit, display, publish, reproduce, license, create derivative works from, transfer or sell any software used by Sourceability for the Website and the provision of the Services or the content in the Website and the Services. As used herein, the term "Intellectual Property Rights" means patents, design rights, industrial design rights, copyrights, trademark rights, service marks, trade secret or any other similar intangible property rights including applications for any of the foregoing in any country.

7.2. You grant us a worldwide, non-exclusive, royalty-free license to publish, reproduce and use your Intellectual Property Rights, specifically your trademarks, logo or brand, on the Website and for the purposes of our provision of the Services.

8. System Security and Availability

8.1. You agree not to manipulate the Website and the platform for the Services and the functionality contained in the Website or the platform for the Services and not to introduce material or data into the Website or the platform for the Services that could damage or steal other computer programs, computer systems, data or information or to overload the infrastructure for the Website or the platform for the Services or that of other users with large volumes of data not required for business purposes.

8.2. Information distributed to you by Sourceability in the password-protected areas of the Website may only be disclosed to third parties with the express prior written agreement of Sourceability.

9. Modification and Termination of Services

9.1. Sourceability is constantly changing and improving its Services. Sourceability may add or remove functionalities or features. Sourceability may, in its sole discretion, at any time discontinue providing, terminate or limit your access or the access of the company you represent, to the Website or to any content provided on or through the Website. In the event that you are in material breach of these Terms of Use, Sourceability may, at its sole discretion, suspend or terminate your Account on the Website, delete your content from the Website, and refuse you any current or future use of the Website without notice. In the case of such suspension of use or termination of your account, Sourceability shall not be liable to you.

9.2. If you wish to terminate your Account, please ensure that you are legally entitled to do so under the additional terms and conditions that you have agreed with Sourceability. You may then contact Sourceability at admin@sourcengine.com.

10. Exclusion of Warranties

The Website and the Services are provided with a reasonable level of skill and care. Other than as expressly set out in these Terms of Use or the additional terms and conditions, Sourceability does not make any specific warranty about the features or qualities of the Website or the Services. The Website and the Services are provided on an "as is" basis without warranties of any kind (whether express or implied, arising by statute or otherwise in law or from a course of dealing or usage of trade). To the extent permitted by applicable law, Sourceability disclaims all other warranties, express or implied, including, without limitation, implied warranties of merchantability, satisfactory quality and/or fitness for a particular purpose, title and non-infringement of third party rights. Statements on the Website are for explanatory purposes only and shall not constitute any warranty of certain features of the Website or the Services. No warranty or undertaking shall be implied from any published description or advertisement by Sourceability unless an authorised personnel of Sourceability expressly confirms such warranty or undertaking in writing.

11. Limitation of Liability

Sourceability shall not be liable in any way for any content posted by users of the Website and the Services, including but not limited to any errors or omissions in such content, or for any losses or damages of any kind incurred as a result of your use or reliance on any content posted on the Website or the platform for the Services. Sourceability shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to loss of profits, revenue, goodwill, data or other intangible losses (whether these are direct or indirect damages and even if Sourceability had been advised of such losses), howsoever caused, whether in contract or tort or otherwise arising out of or relating to (i) your use of the Website and the Services; or (ii) your procurement of or your sale of goods and services (including excess goods) using the platform for the Services; or (iii) any unauthorised access to or alteration of your data.

12. Indemnity

You shall indemnify Sourceability, its officers, employees, agents and sub-contractors from any claims, demand, losses, damages, expenses, including reasonable attorney's fees, made or suffered (as the case may be) by any third party due to or arising out of your usage of the Website, your content as posted on the Website, your breach of these Terms of Use or any additional terms and conditions, your unauthorised use of any Intellectual Property Rights owned by Sourceability or your alleged violation of the rights of a third party.

13. Miscellaneous

13.1. You may use the Services only as permitted by law, including applicable export and re-export control laws and regulations. Sourceability may suspend or stop providing the Services to you if you do not comply with our terms or policies or if Sourceability is investigating suspected misconduct.

13.2. Failure by Sourceability to exercise or enforce any right or provision under these Terms of Use shall not constitute a waiver of such rights or provision.

13.3. To the extent that any provision in these Terms of Use shall be found to be invalid or unenforceable, such provision shall be modified in such a manner as to make these Terms of Use as modified, legal and enforceable under applicable laws. The rest of the provisions in the Terms of Use shall not be affected.

14. Governing Law and Dispute Resolution

The law governing these Terms of Use shall be the laws of the Republic of Singapore. The United Nations Convention on Contracts for International Sale of Goods (CISG) shall not apply to these Terms of Use. Any dispute arising out of or in connection with these Terms of Use, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference to this clause.

The seat of the arbitration shall be Singapore.

The Tribunal shall consist of one (1) arbitrator.

The language of the arbitration shall be English.

15. Sourceability Policy Regarding Tariffs on Chinese Origin Imports to the United States

As you’re aware, on July 6 the United States enacted tariffs of 25% on a broad spectrum of items for which China is the country of origin. These items include many electronic components. Sourceability will by default be listing all costs incurred due to tariffs as itemized surcharges on invoices containing affected items. For customers who prefer to avoid line item charges, we will embed the costs into unit prices upon request. This policy is effective immediately and applies to all undelivered orders, including those already placed. We are working hard to mitigate the effects of the tariffs on our customers. We are devoted to transparency on this issue and encourage you to contact your Sourceability account manager with any questions or concerns. Unfortunately, we cannot guarantee that any particular parts will originate from specific countries. As a reminder, under the current tariff schedule items with a country origin of outside of China (including Taiwan and Hong Kong) will not incur these new tariffs.

  • Known costs due to tariffs will be included on all quotes. Estimated and/or maximum potential costs will be included upon request.
  • Tariff costs will be calculated using the commercial value of the shipments, per law.
  • If tariffs are unexpectedly levied on a shipment, the costs will be included on the invoice even if they were not included on the initial quote.
  • If tariffs are not levied on a shipment, the costs will not be included on the invoice even if they were included on the initial quote.

Sourceability will be making every effort to ensure our quotes include tariff information that is as accurate and current as possible. Outside of the guidelines outlined above, we will as always use all tools at our disposal to create customized solutions for your unique supply chain situation. For example, customers may request shipments be facilitated by our Singapore or Hong Kong distribution centers, allowing you to be the importer of record into the United States. In this situation, tariffs would be paid by your company and would not be invoiced by Sourceability.

For more information about the tariffs, please visit USITC’s website. In the event that further tariffs are levied or the current tariffs expand to include additional countries, the above policies will remain the same.

 

Terms of Sales

1. PRELIMINARY

1.1 Scope of Terms and Conditions: These Conditions (defined below) shall apply exclusively to all sales transactions between Seller and Buyer for sales transactions conducted via the Seller's Sourcengine e-commerce platform ("Sourcing Platform"). Buyer has already accepted Seller's terms and conditions of use to access the Sourcing Platform (the "Terms of Use") and has or will be granted access to the Sourcing Platform.

1.2 Definitions:

"Buyer" means the buyer who purchases Goods from the Seller via the Sourcing Platform.

"Conditions" means these Terms of Sale and includes any special terms and conditions agreed in writing between Buyer and Seller.

"Contract" has the meaning described in Clause 2.2 below.

"Goods" means the goods, the details of which are published by Seller on the Sourcing Platform, and as selected by the Buyer in its online cart on the Sourcing Platform.

"Seller" means any of Sourceability USA or Sourceability SG, which will be the seller of the Goods to the Buyer and which will be specified in the Order Confirmation issued to the Buyer.

"Sourceability SG" means Sourceability SG Pte. Ltd., a company incorporated in Singapore and having its registered office address at 4 Battery Road, #25-01 Bank of China Building Singapore 049908.

"Sourceability USA" means Sourceability North America LLC, a Delware limited liability company and having its registered office address at 2711 Centerville Road, Suite 400, in the city of Wilmington, Delaware.

"Order" means the order placed by Buyer after Buyer has selected the Goods in its online cart and checked out such Goods on the Sourcing Platform.

"Order Confirmation" means the order confirmation issued by Seller’s Sourcing Platform to Buyer after Buyer has placed its Order on the Sourcing Platform.

 

1.3 Application of Conditions: These Conditions shall be the exclusive terms and conditions governing Buyer and Seller in the Buyer's purchase of Goods and Seller's sale of Goods via the Sourcing Platform. These Conditions shall override any contrary, different or additional terms (if any) contained on or referred to in an order form or other documents or correspondence from Buyer. No addition, alteration or substitution of any term in these Conditions shall bind Seller or form part of the Contract unless they are expressly accepted in writing by an authorized personnel of Seller.

 

1.4 Headings: The headings in these Conditions are for convenience only and shall not affect their interpretation.

 

2. PURCHASE OF GOODS VIA SOURCING PLATFORM

  2.1 Selection of Goods: After Buyer clicks and selects the Goods Buyer wishes to purchase from the Sourcing Platform, Buyer shall confirm the Goods in the online cart and submit such Order to Seller by clicking "Submit". All Orders made by Buyer shall be deemed to be an offer by Buyer to Seller to purchase the selected Goods in the online cart. Buyer shall not cancel any Goods for which he has placed an Order for. Buyer shall also not return any Goods to the Seller unless such return is made in accordance with these Conditions.

 

  2.2 Order Confirmation: After Buyer has submitted its Order on the Sourcing Platform, Seller’ Sourcing Platform shall send an Order Confirmation to Buyer based on the email address provided by Buyer when Buyer registered for an online account on the Sourcing Platform (the “Buyer’s Account”). The Order Confirmation shall set out the details of Buyer's Order. A "Contract" is formed between Buyer and Seller for the sale of goods from Seller to Buyer once Buyer places an Order on the Sourcing Platform and after Seller’s Sourcing Platform issues an Order Confirmation to Buyer. Such Contract shall be subject to Seller's available stock of Goods.

 

 2.3 Purchase of Goods outside of the Sourcing Platform: In the event that Buyer does not use the Sourcing Platform to purchase Goods, but instead sends a purchase order directly to an account manager within Seller or to a support email on the Sourcing Platform support@sourcengine.com, Seller reserves the right to determine whether to handle Buyer's purchase order through the Sourcing Platform or outside of the Sourcing Platform. In the case where the Goods are purchased by Buyer through the Sourcing Platform, these Conditions shall apply. In the case where the Goods are purchased by Buyer outside of the Sourcing Platform, Seller shall enter into separate terms and conditions of sale with Buyer and these Conditions shall not apply.

 

2.4 Buyers with Existing Terms and Conditions of SaleWhere there is an existing General Terms and Conditions of Sale and any other agreement between Buyer and Seller relating to the purchase of Goods from Seller ("Existing Agreement") and Buyer purchases Goods through the Sourcing Platform, Clauses 2.1, 2.2, 2.5 and 2.6 and Clause 3 of these Conditions shall replace the corresponding terms in the Existing Agreement. The other terms and conditions relating to the purchase of such Goods shall be governed by the Existing Agreement.

 

2.5 Modification and Cancellation of Order: If any error or inaccuracy is discovered, Seller shall contact Buyer to modify or cancel the Order. Depending on market conditions at that time, Seller has the right to modify or cancel certain Goods in the Order and Seller shall not be held liable to Buyer in connection with such modification or cancellation of Goods in Buyer's Order. If Buyer agrees to such modification or cancellation of Goods (as the case may be), a new Contract shall then be formed between Buyer and Seller based on the modified Order and the original Order of Buyer shall no longer be binding on the Parties. If Buyer does not agree to such modification of the Order, then the original Order of Buyer shall be deemed cancelled. Such modifications or cancellation of Goods in an Order shall be updated accordingly on the dashboard in Buyer's Account. In the case where Buyer's original Order is cancelled based on the terms hereunder, Seller shall have no further liability towards Buyer nor any obligation to fulfil the original Order.

 

2.6 Conditional Order Confirmation: Any Order Confirmation provided by the Seller’s Sourcing Platform shall be deemed conditional to the availability of the respective Goods. In the event the respective Goods are not available for delivery to Buyer, the Order Confirmation shall be deemed void and no contractual obligations shall have been established between Buyer and Seller.

3. PRICES; TERMS OF PAYMENT

3.1 Prices: Price of the Goods shall be the price stated in the Order Confirmation. Buyer shall select the relevant mode of delivery, delivery address and relevant Incoterm ® 2010 in order for Seller to deliver the Goods to Buyer. In the event that Seller is unable to deliver the Goods based on Buyer's selection of the mode of delivery, Seller shall have no liability towards Buyer and Seller shall contact the Buyer to arrange an alternative mode of delivery and the Price of the Goods shall be modified accordingly.

 

3.2 Terms of Payment:

For Buyers who have entered into the Existing Agreement, the applicable terms of payment and consequences of non-payment or partial payment (if applicable) shall be as set out in the Existing Agreement. For all other Buyers, the terms of payment and credit term are as set out on the dashboard in Buyer’s Account. Unless stated otherwise by an authorized personnel of Seller, Buyer shall pay for the Goods before taking delivery of the Goods.

 

If Buyer does not make payment for the Goods within 15 calendar days of the date of the invoice issued by Seller for the relevant Contract, Seller shall have a right to either (i) terminate the Contract in respect of the relevant Order and Seller shall have no further liability or obligations towards Buyer, including Seller not being obliged to deliver any Goods under the Contract to Buyer or (ii) deliver the Goods to Buyer and claim the outstanding invoice amount from Buyer. Interest will be charged to Buyer at a rate of 8% per annum for each day beyond the stated deadline for payment up and until the date that payment in full for the Goods is made by Buyer to Seller, as well as attorney's fees reasonably incurred in relation to Seller making such claims for the outstanding invoice from Buyer.

 

4. DELIVERY

4.1 Force Majeure: Seller shall not be under any liability for any delay (whether material or not) in, or failure of the shipment or delivery of Goods or failure to perform any of its obligations hereunder due to an occurrence of Force Majeure. "Force Majeure" includes, without limitation, delays arising out of acts of God, acts of government, agency or instrumentality thereof (whether fact or law), acts of a public enemy, acts of terrorism, riots, embargoes, strikes or other concerted acts of workmen (whether of Seller or other persons), casualties or accidents, deliveries of materials, transportation or shortage of cars, trucks, fuel power, labor or materials, electrical or power outages, utilities or other telecommunications failures, or any other causes, circumstances or contingencies inside or outside of Singapore, which are beyond Seller's control or which otherwise prevent or hinder the delivery of the Goods (without regards to the availability of the Goods otherwise in the market) or the performance by Seller of any of its obligations hereunder. If any of these events occur, the delivery of the Goods or the performance by Seller of its obligations, as the case may be, may at Seller's option, upon written notice to Buyer of the occurrence of such event, be either cancelled or deferred without liability of Seller until such time as Seller elects to deliver the Goods and perform such obligations.

 

4.2 Delays: Seller shall not be responsible for any delay in issuing its Order Confirmation or fulfilling such an Order, nor shall it be liable for any loss or damages resulting from such delays.

 

5. DUTIES AND TAXES

All taxes (other than income taxes), imposts or duties levied upon the Goods by or payable to any federal, state, municipal or other governmental authority upon the purchase price payable for the Goods hereunder shall be chargeable to and paid by Buyer, whether such taxes, imposts or duties are payable by Seller or otherwise. All price quotations for the Goods on the Sourcing Platform shall be exclusive of any such taxes, imposts or duties.

 

6. RISK OF LOSS AND TRANSFER OF TITLE

6.1 Risk of Loss: Risk of loss of Goods shall pass to Buyer in accordance with the relevant Incoterm ® 2010 set out in the Order Confirmation. All costs, if any, for insurance of the Goods shall be at the expense of Buyer. Buyer agrees to submit all complaints with respect to shipping damage to the Goods directly to the carrier within any time periods specified for such purpose.

 

6.2 Transfer of Title: Notwithstanding delivery of the Goods and the passing of risk in the Goods, or any other provision of these Conditions, the title of the Goods shall not pass to Buyer until Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by Seller to Buyer for which payment is then due. Until such time as the title in the Goods passes to Buyer, Seller shall be entitled at any time to require Buyer to return the Goods to Seller and, if Buyer fails to do so forthwith, Buyer shall permit Seller to enter upon any premises of Buyer where the Goods are stored to repossess the Goods and in cases where the Goods are stored on the premises of a third party, Buyer shall procure that Seller and its agents shall be permitted to enter into such premises to repossess the Goods. Buyer shall ensure that the processing or conversion of the Goods shall be subject to Seller's retention of title. In the event the Goods have been processed into new goods or have been inseparably mixed with other goods or cannot be separated and repossessed for any other reason before the transfer of title, the Buyer is obliged to register a charge over such Goods on behalf of the Seller or to provide any other similar security to the Seller in accordance with the applicable laws at the location of the Goods. In the event the Seller utilizes such security, the Seller shall return any value which exceeds the value of the Goods to the Buyer. Buyer shall not be entitled to pledge, create a lien over or in any way charge or encumber or otherwise deal with or create any form of security over the Goods.

 

7. SECURITY INTEREST

Buyer hereby grants to Seller a continuing security interest in the Goods which shall remain in full force and effect until the indefeasible payment or satisfaction in full of all of Buyer’s obligations to Seller hereunder. Buyer agrees that until such time, Seller is authorized to file or record any financing statement or other document without the signature or other consent of Buyer if permitted by applicable law.

 

8. REMEDIES

In addition to all rights Seller may have with respect to the sale of Goods, Seller shall have the right at any time for credit reasons such as Buyer being unable to pay for the Goods within the given deadline for payment, because of Buyer's default under, or in repudiation of, these Conditions or any other contract between Seller and Buyer, to withhold shipment of the Goods, in whole or in part, and to recall Goods in transit, retake the same and repossess all Goods which may then be stored with Seller for Buyer's account, without the necessity of taking any other action. Buyer agrees that Buyer shall have no rights to all Goods so recalled, retaken, or repossessed. If Buyer has paid for the Goods, whether in full or in part, Seller may offset such payment against any indebtedness owed by Seller to Buyer and any other amounts then owed by Seller to Buyer, in which case, the Buyer shall have no rights to the Goods recalled, retaken or repossessed by Seller. The foregoing shall not be construed as limiting in any manner any of the rights or remedies of Seller arising under the Singapore Sale of Goods Act or any other applicable law as in effect on the date hereof, which are available to Seller upon any default by Buyer of any of the terms or conditions of these Conditions.

 

9. CANCELLATION

Once Buyer sends in its Order through the Sourcing Platform and Seller’s Sourcing Platform issues Buyer an Order Confirmation in respect of that Order, there shall be a Contract formed between Buyer and Seller in respect of the Goods described in the Order. Orders placed by Buyer shall be irrevocable and shall not be cancelled by Buyer. Any cancellation must be accepted by Seller in writing, and Seller shall have the right to retain all amounts paid to it by Buyer as a non-refundable deposit against payment of the purchase price therefor without further liability of Seller to Buyer. Buyer shall be responsible for all fees and expenses (including reasonable attorneys' fees and expenses) incurred by Seller as a result of the cancellation of any Order.

 

10. ACCEPTANCE OF GOODS

Buyer shall carefully inspect all Goods promptly after arrival of the Goods at the point of destination to which the Goods are to be shipped and report any quality or quantity shortages or defects to Buyer within ten (10) calendar days of such arrival of the Goods. Such a notice by Buyer to Seller shall be in a written form in a format prescribed by Seller, with a description of the alleged defect, photographs of the alleged physical defect and a test report for an alleged functional defect. CLAIMS THAT THE GOODS ARE NON-CONFORMING SHALL BE DEEMED WAIVED AND RELEASED BY BUYER UNLESS MADE IN WRITING WITHIN TEN (10) (CALENDAR) DAYS AFTER ARRIVAL OF THE GOODS AT THE POINT OF DESTINATION TO WHICH THE GOODS ARE TO BE SHIPPED. SELLER MAY CURE ANY DEFECT AS TO THE CONFORMITY OF THE GOODS BY REPLACEMENT THEREOF WITH CONFORMING GOODS.

 

11. WARRANTIES

TO THE EXTENT PERMITTED BY APPLICABLE LAW, SELLER GIVES NO WARRANTY, EXPRESS OR IMPLIED AS TO DESCRIPTION, QUALITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, PRODUCTIVENESS, OR ANY OTHER MATTER, WHICH EXTENDS BEYOND THE DESCRIPTION OF THE GOODS STATED ON THE FACE OF THE ORDER CONFIRMATION.

 

Within three (3) years of the date of delivery of the Goods to Buyer, if Buyer wishes to claim any defect in the Goods delivered, Buyer shall delivery a written notice to Seller in the format prescribed by Seller, with a description of the alleged defect, photographs of the alleged physical defect and a test report for an alleged functional defect.

 

Where such claims of defect or quality or quantity shortages are made by Buyer, Seller shall have an opportunity for inspection of such Goods, or upon the request of Seller, Buyer shall give or procure that Seller is given immediate access to such Goods or return the Goods to Seller for inspection at Buyer's expense. THE LIABILITY OF SELLER IS LIMITED TO (i) THE REPLACEMENT OF DEFECTIVE GOODS, OR (ii) THE ALLOWANCE OF CREDIT FOR SUCH DEFECTIVE GOODS, OR (iii) THE ASSIGNMENT OF SELLER’S CLAIM AGAINST A THIRD PARTY FOR SUCH DEFECTIVE GOODS TO BUYER IF LEGALLY PERMITTED, AS IS DETERMINED IN THE SOLE DISCRETION OF SELLER. SELLER SHALL NOT BE OBLIGATED TO PAY FOR ANY TRANSPORTATION OR OTHER FEES, COSTS OR EXPENSES, OR FOR ANY LOSSES OR DAMAGES OF ANY KIND, WHETHER ARISING FROM A DELAY, BREACH OF WARRANTY OR ANY OTHER CAUSE WHATSOEVER. IT IS AGREED THAT UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR LOSS OF PROFIT (WHETHER IT IS A DIRECT OR INDIRECT LOSS), SPECIAL, INDIRECT, INCIDENTIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING HEREUNDER IN CONNECTION WITH THE SALE OF GOODS FROM SELLER TO BUYER.

 

12. INTELLECTUAL PROPERTY RIGHTS

Seller does not assume any responsibility in respect of the intellectual property rights in and to the Goods whatsoever. Seller does not warrant that there is no infringement of third party intellectual property rights in respect of the Goods. Buyer shall indemnify and hold harmless Seller from any and all claims arising out of any infringement of a third party's intellectual property rights or any claims thereof relating to the Goods. Seller shall have the right to control the conduct of any suit pending or threatened, claim or other proceeding arising out of the alleged intellectual property rights infringement in respect of the Goods or other right of another person involving Seller. For the purposes of these Conditions, "intellectual property rights" shall refer to all intellectual property rights including but not limited to patent, copyright, trademark, design rights, industrial design rights and registration and applications for the foregoing.

 

13. AMENDMENTS

Seller shall have a right to amend these Conditions and once the amended Conditions are uploaded onto Sourcing Platform, the amended Conditions shall take effect immediately. In the event that Buyer does not agree to such amended Conditions, Buyer shall be entitled to cease using the Sourcing Platform to purchase Goods provided that any Order already placed by Buyer shall be paid for by Buyer in full.

 

14. ASSIGNABILITY

These Conditions shall be binding upon and inure to the benefit of the successors and assigns of Seller and Buyer and may be novated or assigned to any successor organization or affiliate of Seller without written consent of Buyer but shall not be novated or assigned by the Buyer without prior written consent of Seller.

 

15. EXPORT CONTROL

Each of the Buyer and Seller agree to comply with all applicable export control laws and regulations with respect to the Goods sold hereunder.

 

16. WAIVER

The failure or delay of Seller to exercise any of its rights hereunder shall not be construed to be a waiver of any such rights. No waiver by Seller of any breach of the Contract shall be effective as against Seller unless Seller shall have waived such breach in writing, and no waiver by Seller of one breach hereunder shall be deemed to be a waiver by Seller of any other breach not so waived.

 

17. GOVERNING LAW

The respective rights and obligations of Buyer and Seller arising out of the sale of Goods hereunder shall be governed by and construed in accordance with the laws of the Republic of Singapore. The United Nations Convention on Contracts for International Sale of Goods (CISG) shall not apply to these Conditions.

 

18. DISPUTE RESOLUTION

Any dispute arising out of or in connection with these Conditions, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference to this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator.

The language of the arbitration shall be English.

19. LEGAL FEES

In the event Buyer fails to pay any amounts due under these Conditions, Buyer agrees to pay all costs incurred by Seller in collecting any such amounts, including without limitation reasonable attorneys' fees and costs including fees and costs arising from the representation of Seller in a bankruptcy proceeding of Buyer.

 

20. NOTICES; COMMUNICATIONS

All notices and other communications to be given to Buyer or Seller hereunder with respect to the Goods shall be given either in writing by certified mail, express courier (such as Federal Express) or hand delivered to an officer of either Buyer or Seller, as the case may be. For the purposes of this clause, the address of Seller shall be that located on the Sourcing Platform and the address of Buyer shall be in accordance with such address submitted by Buyer when registering to use the Sourcing Platform.

 

21. ENTIRE AGREEMENT: These Conditions and the Existing Agreement (if any) constitute the entire agreement between Buyer and Seller relating to the subject matter hereof. There are no agreements, understandings, restrictions, warranties, or representations between Buyer and Seller relating to the subject matter hereof other than those as set forth herein.