Hoppecke Asia Pacific Pte Ltd

Standard Conditions for Sale

In these Conditions, “Hoppecke” shall mean Hoppecke Asia Pacific Pte Ltd.

 

1.              Formation of contract

 

1.1.              Any order sent to Hoppecke by the Purchaser shall be accepted entirely at the discretion of Hoppecke, and, if so accepted, will only be accepted upon these conditions (hereafter referred to as the “Conditions”) and by means of Hoppecke’s standard order acknowledgment form.

 

1.2.                Each order which is so accepted shall constitute an individual legally binding contract between Hoppecke and the Purchaser and such contract is hereafter referred to in these Conditions as an “Order”.

 

1.3.              These Conditions shall override any contrary different or additional terms or conditions (if any) contained on or referred to in an order form or other documents or correspondence from the Purchaser, and no addition alteration or substitution of these terms will bind Hoppecke or form part of any Order unless they are expressly accepted in writing by a person authorised to sign on Hoppecke’s behalf. No oral representation in respect of a variation of these terms are binding in any way or manner on Hoppecke. The Purchaser is put on notice to require a written confirmation of any variation to these terms.

 

2.              Specification

 

2.1.                All goods supplied by Hoppecke shall be in accordance with (i) the current edition of the relevant Product Description as published from time to time by Hoppecke (copies of which are available from Hoppecke upon request) and (ii) those further specifications or descriptions (if any) expressly listed or set out on the face of the Order. No other specification, descriptive material, written or oral representation, correspondence or statement, promotional or sales literature shall form part of or be incorporated by reference into the Order.

 

3.              Acceptance

 

3.1.                The Purchaser shall be deemed to have accepted all goods upon their delivery in Singapore by Hoppecke to the address specified in the Order.

 

3.2.                In any other case, the Purchaser shall be deemed to have accepted the goods upon delivery.

 

4.              Delivery and risk

 

4.1.                Unless otherwise stated in the Order, the price quoted includes delivery to the Singapore address specified in the Order, provided that Hoppecke reserves the right to make an additional charge to cover any increase in transport costs occurring before the date of delivery.

 

4.2.                Any time or date for delivery given by Hoppecke is given in good faith, but is an estimate only.

 

4.3.                Risk in the goods shall pass to the Purchaser upon delivery by Hoppecke. If delivery of the goods are arranged to be collected by the Purchaser, then risk passes upon collection by the Purchaser.

 

4.4.               Hoppecke reserves the right to make partial delivery without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.

 

  • Shipment of the goods outside Singapore will be at the Purchaser’s costs and

 

5.              Title

 

5.1.               Hoppecke warrants that Hoppecke has good title to the goods it will transfer such title as it may have in the goods to the Purchaser pursuant to these Conditions.

 

5.2.               Title to the Goods shall not pass to the Purchaser but shall be retained by Hoppecke until the Contract Price has been paid to Hoppecke in full by the Purchaser.

 

  • Until such time as title in the Goods has passed to the Purchaser:

 

5.3.1.        the Hoppecke shall have absolute authority to retake, sell or otherwise deal with or dispose of all any or part of the Goods in which title remains vested in Hoppecke;

 

5.3.2.         for the purpose specified in (i) above, Hoppecke or any of its agents or authorised representatives shall be entitled at any time and without notice to enter upon any premises in which the Goods or any part thereof is installed, stored or kept, or is reasonably believed so to be; and

 

5.3.3.        Hoppecke shall be entitled to seek a Court injunction to prevent the Purchaser from selling, transferring or otherwise disposing of the Goods.

 

5.3.4.        Notwithstanding the foregoing, risk in the Goods shall pass on delivery of the same to the Purchaser.

 

 

6.              Payment

 

6.1.               When only goods are sold, Hoppecke shall be entitled to issue a payment claim or invoice for the price, or such part thereof, whether before, upon or after delivery. The Purchaser shall satisfy the payment claim or invoice within 21 days of its issuance without set-offs or deductions.

 

6.2.               Where both goods and services are provided by Hoppecke, then upon receipt of the payment claim or invoice by Hoppecke, the Purchaser shall have 21 days to make a payment response or satisfy the claim in full. The Purchaser shall satisfy the payment claim or invoice within 21 days of its issuance, without set-offs or deductions.

 

6.3.               If the Purchaser does not pay to Hoppecke the purchase price in full without set offs or deductions on the due date, Hoppecke shall thereafter be entitled, without prejudice to any other rights, to suspend any further duties and obligations in the Order and any other unfulfilled order.

 

7.              Storage

 

7.1.                If Hoppecke shall be unable, through circumstances beyond its control (including without limitation lack of shipping instructions from the Purchaser), to deliver the goods within 14 days after notification to the Purchaser or its agent that the goods are ready for delivery, Hoppecke shall be entitled to arrange storage on behalf of the Purchaser, whereupon delivery shall be deemed to have taken place, all risk in the goods shall pass to the Purchaser, and delivery to the Purchaser of the relevant warehouse receipt shall be deemed to be delivery of the goods for the purposes of Condition 4. All charges incurred by Hoppecke for storage or insurance shall be paid by the Purchaser without set-offs or deductions.

 

8.              Damage in transit

 

8.1.               Hoppecke will replace free of charge any goods proved to Hoppecke’s satisfaction to have been damaged in transit provided that within 24 hours after delivery both Hoppecke and the carriers have received from the Purchaser notification in writing of the occurrence of the damage and also, if and so far as practicable, of its nature and extent.

 

9.              Force majeure

 

9.1.                Hoppecke shall not be under any liability for any failure to perform any of its obligations under the Order due to Force Majeure. Following notification by Hoppecke to the Purchaser of such cause, Hoppecke shall be allowed a reasonable extension of time for the performance of its obligations.

 

9.2.                For the purposes of this Condition, “Force Majeure” means fire, explosion, flood, lightning, Act of God, act of terrorism, war, rebellion, riot, sabotage, or official strike or similar official labour dispute, or events or circumstances outside the reasonable control of the party affected thereby.

 

10.               Guarantee

 

10.1.             For goods which are manufactured by Hoppecke or which bear one of Hoppecke’s trade marks, Hoppecke grants the following guarantee:

 

10.1.1.              Hoppecke shall free of charge either repair or, at its option, replace defective goods where the defects appear under proper use within 12 months from the date of delivery, PROVIDED THAT:

 

10.1.1.1.             notice in writing of the defects complained of shall be given  to Hoppecke upon their appearance, and

 

10.1.1.2.             such defects shall be found to Hoppecke’s reasonable satisfaction to have arisen solely from Hoppecke’s faulty design, workmanship or materials, and

 

10.1.1.3.             the defective goods shall be returned to Hoppecke’s factory at the Purchaser’s expense if so requested by Hoppecke.

 

10.1.1.4.             Any repaired or replaced goods shall be redelivered by Hoppecke free of charge to the original point of delivery but otherwise in accordance with and subject to these Conditions of Sale save that the period of [twelve months] referred to in Condition 9.1.1 shall be replaced by the unexpired portion of that period only.

 

10.1.2.              In the alternative, Hoppecke shall be entitled at its absolute discretion to refund the price of the defective goods in the event that such price shall already have been paid by the Purchaser to Hoppecke, or, if such price has not been so paid, to relieve the Purchaser of all obligation to pay the same by the issue of a credit note in favour of the Purchaser in the amount of such price.

 

10.2.             In respect of all goods manufactured and supplied to Hoppecke by third parties Hoppecke will pass on to the Purchaser (in so far as possible) the benefit of any warranty given to Hoppecke by such third parties and will (on request) supply to the Purchaser details of the terms and conditions of such warranty and  copies of any relevant product information sheets, technical data sheets or product leaflets issued by such third parties and the Purchaser shall be solely responsible to the entire exclusion of Hoppecke for complying with all of these.

 

10.3.             Hoppecke’s liability under this Condition shall (subject to Condition 14) be to the exclusion of all other liability to the Purchaser whether contractual, tortious or otherwise for defects in the goods or for any loss or damage to or caused by the goods, and (subject to Condition 14) all other conditions, warranties, stipulations or other statements whatsoever concerning the goods, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded; in particular (but without limitation of the foregoing) Hoppecke grants no warranties regarding the fitness for purpose, performance, use, nature or quality of the goods, whether express or implied, by statute, at common law or otherwise howsoever.

 

11.          Intellectual property rights

 

11.1.             In the event that any claim is made against the Purchaser for infringement of Intellectual Property Rights arising directly from the use (or sale) by the Purchaser of the goods, Hoppecke at its own expense shall conduct any ensuing litigation and all negotiations for a settlement of the claim. Hoppecke will bear the costs of any payment (either by way of a lump sum or a continuing royalty payment) made in settlement, or as a result of an award in a judgment against Hoppecke in the event of litigation.

 

11.2.             The benefit of Condition 10.1 is granted to the Purchaser by Hoppecke only in the event that the Purchaser shall give Hoppecke (the earliest possible] notice in writing of any such claim being made or action threatened or brought against it, shall make no admission of liability or take any other action in connection  therewith, shall permit Hoppecke to have the conduct of the claim pursuant to Condition 10.1, and shall (at Hoppecke’s expense) give all reasonable information, co-operation and assistance to Hoppecke (including without limitation lending its name to proceedings) in relation to the conduct of the claim. In addition, if it  is made a condition of any settlement made by Hoppecke, or judgment awarded against the Purchaser, pursuant to Condition 10.1, the Purchaser shall return or destroy, as applicable, all infringing goods still under its control subject to a refund by Hoppecke of any payment for such goods already made (less a reasonable allowance for depreciation of the goods by reason of their use (if any) by the Purchaser prior to their return or destruction as aforesaid).

 

 

11.3.             The provisions of Condition 10.1 shall not apply to any infringement caused by Hoppecke having followed a design or instruction furnished or given by the Purchaser nor to any use of the goods in a manner or for a purpose which shall have been specifically prohibited in writing by Hoppecke, nor to any infringement which is due to the use of such goods in association or combination with any other product.

 

  • Any design or instruction furnished or given by the Purchaser shall not be such as will cause Hoppecke to infringe any intellectual property

 

11.5.             For the purposes of this Condition, the capitalised term “Intellectual Property Rights” means Patents, Registered Designs, Unregistered Designs, Registered Trademarks and Copyright only, having effect in Singapore.

 

11.6.             The foregoing states Hoppecke’s entire liability to the Purchaser and the Purchaser’s sole and exclusive remedies against the Supplier in connection with claims based on or resulting from the infringement of intellectual property rights, of any kind whatsoever, of third parties.

 

12.          Installation

 

12.1.             If installation of any goods is required by Hoppecke, the Purchaser shall inform Hoppecke of the same, and unless otherwise agreed, the Purchaser agrees to pay Hoppecke its standard lump sum installation charges, or man-hour charges associated with the goods in question. The Purchaser shall at its own expense prepare the location in respect of the operational conditions necessary to carry out the installation and commissioning, if applicable.

 

12.2.             The Purchaser shall give Hoppecke at least 14 days notice of when it requires the goods to be installed. Cancellation charges shall be applicable if the Purchaser fails to give at least 72 hours notice (notice to be given within the weekday business hours of 9am and 4 pm) to Hoppecke that a confirmed installation date is to be postponed.

 

12.3.             The Purchaser shall afford to Hoppecke, full and safe access to the location for the installation of the goods, and shall provide adequate free working space and such other facilities as may be necessary for the installation of the goods. The Purchaser shall also inform Hoppecke of any circumstances that will prevent installation from being properly and conveniently carried out, (including but not limited to, for e.g. no lift access if installation is not carried out in the ground floor; narrow access to machinery; no available electrical points; no lighting at the installation site etc…)

 

 

12.4.             For the avoidance of doubt, the term “installation” shall include the filling of batteries, the work associated with the installation of batteries; the work associated with making any battery operationally ready.

 

12.5.             The disposal, dismantling and re-delivery of batteries, are separately chargeable items by Hoppecke to the Purchaser.

 

13.          Commissioning of Goods

 

13.1.             If the commissioning of any goods (subject to Clause 2 herein) by Hoppecke is required by the Purchaser, and unless a specific form of commissioning is agreed by Hoppecke in writing, such commissioning shall be the standard tests normally carried out by Hoppecke on the goods in question.

 

14.          Confidentiality

 

14.1.             Both Hoppecke and the Purchaser shall each keep confidential and shall not without the prior consent in writing of the other disclose to any third party any technical or commercial information which it has acquired from the other as a result of discussions, negotiations and other communications between them relating to the goods and the Order.

 

15.          Economic loss

 

15.1.             Notwithstanding anything contained in these Conditions (other than Condition 14) or the Order or in any document, in no circumstances shall Hoppecke be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof (i) for any loss of profit, business, contracts, revenues, or anticipated savings, or (ii) for any special indirect or consequential damage of any nature whatsoever.

 

16.          Limitation of liability

 

16.1.             Notwithstanding anything contained in these Conditions (other than Condition 14) or the Order, Hoppecke’s liability to the Purchaser in respect of the Order, in contract, tort (including negligence or breach of statutory duty), restitution and or unjust enrichment or howsoever otherwise arising, shall be limited to double the price of the goods specified in the Order without taking into account taxes or shipping charges.

 

 

16.2.             Any claims by the Purchaser against Hoppecke arising out of these Conditions shall be brought at the latest within 12 months of when the claim arose of when the Purchaser ought to know of the claim.

 

17.          Miscellaneous

 

17.1.             The waiver or forbearance or failure of a party in insisting in any one or more instances upon the performance of any provisions of this Agreement shall not be construed as a waiver or relinquishment of that party’s rights to future performance of such provision and the other party’s obligation in respect of such future performance shall continue in full force and effect.

 

17.2.             Save for Hoppecke and its related companies, no term in these Conditions shall be enforceable by a person who is not a party to the same.

 

  • The Purchaser shall bear all taxes, licensing and regulatory costs arising from the Order.

 

18.          Termination

 

  • If the Purchaser:

 

18.1.1.      fails to pay when due any sum payable under the Order including any sum required by way of deposit; or

 

18.1.2.      fails to observe or perform any of the provisions of the Order; Hoppecke may (without prejudice to any other right or remedy) after 7 days notice, summarily cancel the Contract and/or withhold delivery of services and/or stop any goods in transit and the payment of the price of any goods delivered shall become immediately due.

 

19.          Applicable law

 

19.1.             The Order and these Conditions shall be considered a contract made in Singapore and shall be governed in all respects by the law of Singapore and subject to the exclusive jurisdiction of the Singapore Courts. It is agreed between the parties that only a judgment or order issued by a Singapore Court is capable of resolving a dispute arising out of the Order made by the Purchaser. And only a judgment or order issued by a Singapore Court shall be binding upon the parties.

 

 

    1. Any party shall be entitled to a take out an anti-suit injunction to enjoin any suit commenced (or the commencement of a suit) in breach of this clause and/or outside the Singapore Courts. Further or in the alternative, on notice of a breach of this clause, any party shall also be entitled to seek a court declaration or order (in any jurisdiction) that any order and/or judgment rendered by a non-Singapore Court, shall not be enforceable, nor binding, as between the parties.

 

    1. The United Nations Convention on the International Sale of Goods shall not apply to the Order.

 

    1. The service of any documents (including court process) on the last known business address of the Purchaser shall be deemed good service.
 
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