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General Conditions

KLINGSPOR PTE LTD
General Terms and Conditions of Sale

All orders placed with KLINGSPOR Pte Ltd (“KLINGSPOR”) are subject to the following terms and conditions as well as any written terms and conditions presented on or accompanying a KLINGSPOR quotation or order confirmation. In case of conflict between these general terms and conditions and any specific terms set out in the quotation or confirmation, the latter shall govern. Contrary, inconsistent or additional provisions presented by Customer, whether written or oral, are specifically objected to and are not to become a part of the terms and conditions of sale unless expressly agreed to in writing by KLINGSPOR.


Headings

1. All headings are for guidance only and do not form part of the general terms and conditions of sale.


Alterations

2. All prices, multipliers and quantity discounts are subject to alteration by KLINGSPOR without notice.

 

Terms and Prices

3.1   Payment will be due in full not later than the end of the month following the month of KLINGSPOR’s invoice. KLINGSPOR may at any time in its sole discretion, require payment in advance of delivery.

3.2   In addition to the prices quoted or invoiced by KLINGSPOR, Customer shall pay any value added, sales tax, excise tax, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority with respect to the sale, purchase, delivery or storage of any of the products to be delivered by KLINGSPOR to Customer hereunder.

3.3   All orders are accepted subject to a ‘minimum carriage free order value’. If, in the sole opinion of KLINGSPOR, the order value exceeds the ‘minimum carriage free order value’ and qualifies for free transportation, the transportation costs will be paid by KLINGSPOR. The Customer shall be liable to pay the transportation costs for all accepted orders that fall below the ‘minimum carriage free order value’.

3.4   Any orders accepted below the ‘minimum order value’ will attract an administration charge in addition to the transportation costs in 3.3 above.

3.5   ‘Minimum carriage free order values’ and ‘minimum order values’ are subject to alteration without notice.

3.6   KLINGSPOR reserves the right to claim interest at the rate of 1.5% per month on any payment, monies or amounts due to KLINGSPOR calculated with monthly rests from the date such payment, monies or amounts are due until full payment thereof (whether before or after judgment).

3.7   The Customer shall be liable for all costs of collection, including reasonable legal fees, court costs and the costs of debt collection agencies.

3.8   Samples and specimen products are only delivered against payment, unless otherwise agreed in writing between KLINGSPOR and the Customer.

3.9   The price quoted for the products may be increased by KLINGSPOR if KLINGSPOR suffers any increase in the cost of labour, materials and transport between the date of accepting an order placed by the Customer and the date of delivery of the products concerned.

 

Quantity Variation

4. Due to the nature of the manufacturing process, both KLINGSPOR and the Customer will make an allowance to each other of a reasonable variation in the quantity of products supplied for each order.


Delivery Date, Risk and Cancellation

5.1 Delivery dates are estimated in good faith but are not a guarantee of a particular date of delivery and KLINGSPOR assumes no liability for failure or delay in delivery. Products may be delivered in partial shipments where necessary.

5.2   If KLINGSPOR is compelled to cancel any contract or part contract the liability of the Customer to make payment for any products which are delivered shall be unaffected.

5.3    All risk in the products shall pass to the Customer upon delivery. 

 

Quality and Suitability and Exclusion of Liability

6.1 The Customer will at all times determine the suitability of KLINGSPOR’s products for its intended use and the Customer will not rely upon any representations made by or on behalf of KLINGSPOR.

6.2   KLINGSPOR warrants all its goods to be free of defects in material and workmanship and within manufacturing tolerance. The Customer will accept slight imperfections in colour and appearance. If any products received by the Customer are damaged or defective, the Customer shall, within seven (7) days of receipt of the products, furnish KLINGSPOR with a written statement specifying the damage or defect. The Customer shall afford KLINGSPOR a reasonable opportunity to inspect the products and to correct the defect (if any). All defects, damages or shortfall in quantity must be notified by the Customer to KLINGSPOR within seven (7) days of receipt of the products. Thereafter, liability will only be accepted in respect of latent defects.

6.3   The decision of KLINGSPOR about any alleged defect or damage in the products will be final and conclusive.

6.4   If the products supplied or processed by KLINGSPOR are found to be defective, KLINGSPOR’s only liability to the Customer shall be a replacement of the product or refund of the purchase price for the products PROVIDED ALWAYS that the liability of KLINGSPOR will in no circumstance exceed the cost of replacement or the price paid by the Customer for the products. The limitation of liability includes an exclusion of any incidental and consequential damages and ordinary loss directly or naturally resulting from the breach. KLINGSPOR does not assume any liability for incidental or consequential damages arising from the use of products supplied or processed by KLINGSPOR.

6.5   All warranties and conditions whatsoever, whether express or implied by statute or common law, are excluded and KLINGSPOR will not be liable for any loss or damage from the supply of products or from their use including any defect or failure in performance howsoever caused or occasioned except any liability which may arise from any act of negligence on the part of KLINGSPOR which causes injury or death.

 

Returns

7. KLINGSPOR will not accept the return of any products sold without its prior agreement. Products which have been manufactured to Customer’s size specifications are not returnable in any event. Any products which are authorised to be returned will remain at the risk of the Customer during transportation. The Customer shall bear the transportation costs of returns. If any products are returned with the agreement of KLINGSPOR, a re-stocking charge of 10% plus GST will be applied and will be invoiced to the Customer upon receipt by KLINGSPOR of the products.

 

Title Retention

8. The risk in the products will pass to the Customer upon delivery but KLINGSPOR will remain the legal owner of the products until such time as the Customer has paid in full the price of the products and has fulfilled all other indebtedness of the Customer to KLINGSPOR. The Customer acknowledges that until the ownership in the products is transferred, the Customer will be in possession of the products solely as bailee for KLINGSPOR and if so required, the Customer will store the products separately from the Customer’s own goods and in such a fashion as to be readily identifiable to KLINGSPOR.

 

Reservation of Copyright and Patent

9. The design method of construction and content of all literature packaging and all other products remains the property of KLINGSPOR and the sale of any products shall not give to the purchaser any implied licence to do any act which would otherwise constitute a breach of such intellectual property rights. The purchaser shall indemnity and hold KLINGSPOR harmless against any expenses or losses from infringement of patents, trademarks, or other industrial or intellectual property rights arising from manufacture by KLINGSPOR of products according to the purchaser’s specifications or instructions.

 

Force Majeure

10. KLINGSPOR shall not be liable and the Customer may not cancel this contract for any default or delay attributable to any cause, circumstance, or contingency beyond KLINGSPOR’s control which prevents or impedes manufacture, supply or delivery by KLINGSPOR, provided KLINGSPOR acts with due diligence to overcome such delay. Such causes, circumstances, and contingencies shall include, but not be limited to: acts of God, governmental acts, decrees or restrictions; accidents; wars, riots or civil commotion; fire; strikes; lockouts or other labor problems; restraints affecting shipment or credit; and non-arrival or delay of carriers.

 

Entire Agreement

11. The terms set forth herein, together with any terms presented on or accompanying a KLINGSPOR quotation or order confirmation which are expressly stated to apply to this contract, shall constitute the entire agreement between the parties and there are no other representations, agreements, warranties, conditions, or obligations, expressed or implied, relating to the subject matter of this sale.

 

Governing Law

12. This contract shall be governed and enforced in accordance with the laws of Singapore and the Customer agrees to the jurisdiction of the Singapore Court, for the hearing of any action arising out of this contract.

 

KLINGSPOR PTE LTD