1 Definitions and interpretation
1.1 In these Conditions the following definitions apply:
Affiliate any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;
Business Day means a day other than a Friday, Saturday or public holiday;
Conditions the Supplier’s terms and conditions of sale set out in this document;
Confidential Information means any commercial, financial or technical information, information relating to the Deliverables, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by the Customer in performing its obligations under, or otherwise pursuant to these conditions;
Contract the Supplier’s Quotation or the PO/LOA/Agreement or any other document mutually approved by both Parties for the sale and purchase of the Deliverables incorporating these Conditions;
Customer the person who purchases the Deliverables from the Supplier as set out in the Contract;
Deliverables the Goods or Services or both as the case may be;
Force Majeure an event or sequence of events beyond any party’s reasonable control preventing or delaying it from performing its obligations under the Contract [including strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay];
Location the address of Goods’ delivery & Services’ performance as set out in the Contract;
Specification the description/specification of the Deliverables set out or referred to in the Contract;
Supplier means the Company issued the Quotation for the sale and purchase of the Deliverables;
Supplier Personnel all employees, officers, staff, other workers, agents and consultants of the Supplier, its Affiliates and any of their subcontractors who are engaged in relation to the sale and purchase of the Deliverables.
1.2 In these Conditions, unless the context otherwise requires:
1.2.1 a reference to the Contract includes these Conditions, and their respective schedules, appendices and annexes (if any);
1.2.2 any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;
1.2.3 a reference to a ‘party’ means either the Supplier or the Customer and includes that party’s personal representatives, successors and permitted assigns;
1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.5 a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.6 a reference to a gender includes each other gender;
1.2.7 words in the singular include the plural and vice versa;
1.2.8 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible form (including email);
2 Application of these Conditions
2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any other terms and conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document except to the extent that the Supplier otherwise agrees in writing.
2.2 No variation of these Conditions or to the Contract, shall be binding unless expressly agreed in writing and executed by both Parties.
2.3 The Supplier may accept or reject an Order at its discretion. An Order shall has no binding obligation to supply any Deliverables, until the later of:
2.3.1 Supplier’s written acceptance of the Order; or
2.3.2 Supplier’s receiving the Approved Material Submittals, the Down Payment and/or the L/C.
3 Price
3.1 The price for the Deliverables shall be as set out in Supplier’s Quotation. The Prices are exclusive
of VAT.
3.2 The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice
4 Payment
4.1 The Supplier shall invoice the Customer for the Deliverables as per the Payment Terms agreed on in the Contract.
4.2 The Customer shall pay all invoices:
4.2.1 in full without deduction or set-off, in cleared funds within 10 days of the date of each invoice; and
4.2.2 to the bank account nominated by the Supplier.
4.3 Time of payment is of the essence. Where sums due are not paid in full by the due date:
4.3.1 the Supplier may, without limiting its other rights, charge Customer a sum equivalent to 2% of the sums due per each day of delay as payment delay damages.
4.3.2 The payment delay damages shall accrue on
4 Payment
4.1 The Supplier shall invoice the Customer for the Deliverables as per the Payment Terms agreed on in the Contract.
4.2 The Customer shall pay all invoices:
4.2.1 in full without deduction or set-off, in cleared funds within 10 days of the date of each invoice; and
4.2.2 to the bank account nominated by the Supplier.
4.3 Time of payment is of the essence. Where sums due are not paid in full by the due date:
4.3.1 the Supplier may, without limiting its other rights, charge Customer a sum equivalent to 2% of the sums due per each day of delay as payment delay damages.
4.3.2 The payment delay damages shall accrue on