8point3 Electronics Pte Limited
Seller: 8POINT3 Electronics Pte. Ltd. ("Seller")
Customer: The purchaser of Products and/or Services ("Customer")
THE SALE OF PRODUCTS AND/OR SERVICES (COLLECTIVELY, "PRODUCTS") BY SELLER IS EXPRESSLY SUBJECT TO THESE TERMS AND CONDITIONS ("AGREEMENT"). THESE TERMS SHALL PREVAIL OVER ANY ADDITIONAL OR CONFLICTING TERMS CONTAINED IN ANY PURCHASE ORDER, CONFIRMATION, OR OTHER DOCUMENT ISSUED BY CUSTOMER (COLLECTIVELY, "ORDER"), WHETHER OR NOT SUCH TERMS ARE OBJECTED TO BY SELLER.
1. Orders
- 1.1 All Orders are subject to acceptance by Seller. Seller reserves the right to reject or allocate Orders among its customers.
- 1.2 Orders for special, custom, value-added, obsolete, or non-standard Products, or Products expressly designated by Seller as non-cancellable and non-returnable ("NCNR"), may not be cancelled, rescheduled, or returned once accepted.
- 1.3 Orders for standard Products may not be cancelled or rescheduled without Seller’s prior written consent.
2. Prices
- 2.1 Prices quoted by Seller are valid for fifteen (15) days unless otherwise stated in writing.
- 2.2Seller reserves the right to revise prices in the event of increases in supplier costs, freight, duties, exchange rates, or other circumstances beyond Seller’s reasonable control.
- 2.3 Prices are exclusive of Goods and Services Tax (GST), customs duties, freight, insurance, and any other taxes, fees, or charges imposed by any governmental authority, all of which shall be borne by the Customer.
- 2.4 Prices quoted for Seller’s stock or vendor stock (generally indicated by a lead time of less than two (2) weeks) are subject to reconfirmation at the time of Order acceptance.
3. Terms of Payment
- 3.1 Payment terms shall be as stated on Seller’s invoice. The payment period shall commence from the invoice date.
- 3.2 The full invoice amount shall be paid without set-off, deduction, or counterclaim.
- 3.3 Seller may charge interest on overdue amounts at the rate of 1.5% per month (or the maximum permitted by Singapore law), calculated from the due date until payment is received in full, together with reasonable collection and legal costs.
- 3.4 Seller may revise Customer’s credit terms or require advance payment at any time and may apply payments received to any outstanding account of the Customer.
4. Delivery, Risk, and Title
- 4.1 Unless otherwise agreed in writing, delivery shall be Ex-Works, Customer shall bear all shipping, handling, and related costs.
- 4.2 Risk of loss or damage to the Products shall pass to Customer upon delivery to the carrier.
- 4.3 Delivery dates are estimates only. Seller shall not be liable for any delay in delivery.
- 4.4 Seller may make partial shipments, and Customer shall accept and pay for Products delivered. Delay in delivery of any part shall not entitle Customer to cancel the remainder of an Order.
5. Inspection, Acceptance, and Returns
- 5.1 Customer shall inspect the Products upon delivery and notify Seller in writing of any damage, shortage, or non-conformity within ten (10) days of delivery.
- 5.2 Failure to provide such notice within this period shall constitute irrevocable acceptance of the Products.
- 5.3 No Products may be returned without Seller’s prior written authorization and issuance of a return material authorization ("RMA") number.
- 5.4 Returned Products must be unused, in original manufacturer packaging or equivalent, and returned freight prepaid. Restocking charges may apply.
- 5.5 Products not eligible for return may, at Seller’s discretion, be returned to Customer freight collect or held at Customer’s expense.
6. Seller’s Limited Warranty
- 6.1 Seller shall pass through to Customer any transferable manufacturer warranties and indemnities, including intellectual property indemnities, to the extent permitted by the manufacturer.
- 6.2 Seller warrants that Products shall conform to the applicable manufacturer’s published specifications at the time of delivery.
- 6.3 Any value-added services performed by Seller shall conform to Customer’s written specifications accepted by Seller prior to commencement ("Customer Specifications").
- 6.4 EXCEPT AS EXPRESSLY STATED, SELLER MAKES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY SINGAPORE LAW.
- 6.5 Seller’s sole obligation and Customer’s exclusive remedy for breach of warranty shall be, at Seller’s option: (a) repair; (b) replacement; or (c) refund of the purchase price. Customer must return the Products with proof of purchase within thirty (30) days of delivery, freight prepaid.
7. Force Majeure
Seller shall not be liable for failure or delay in performance due to events beyond its reasonable control, including acts of God, pandemics, natural disasters, labour disputes, transportation delays, material shortages, acts of terrorism, or governmental actions.
8. Export and Import Compliance
Certain Products, technology, and documentation may be subject to export and import control laws and regulations of Singapore, the United States, and other jurisdictions. Customer shall comply with all applicable laws and shall not export, re-export, or divert such Products in violation of such regulations. Customer is solely responsible for obtaining any required licenses or approvals.
9. Retention of Title
Title to the Products shall remain with Seller until full payment has been received. Until title passes, Seller shall have the right to repossess or otherwise deal with the Products and may enter Customer’s premises where the Products are stored, to the extent permitted by law.
10. Non-Cancellable and Non-Returnable Orders
No Order or obligation may be cancelled, rescheduled, reconfigured, or assigned without Seller’s prior written consent. In such event, Customer shall indemnify Seller for all costs, losses, and expenses incurred.
11. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Invoiced Country. The parties submit to the exclusive jurisdiction of the courts of Invoiced Country.