1.1 The following General Terms and Conditions apply to all deliveries, repairs, and other services of Allied Vision Technologies Asia Pte Ltd (henceforth called “AVT”). They also apply to all future business transactions even if they are not specifically mentioned. AVT shall not recognize any purchasing terms or other general terms and conditions of business of the customer, unless AVT specifically agrees to them in writing.
1.2 Alterations and supplements to the Contract, unless no other provisions stating the contrary have been agreed upon, must be made in writing.
2 Signing a Contract, Order, and Order Confirmation
2.1 Our offers are non-binding and take place on the condition of deliverability. The Contract shall only become valid with our written order confirmation.
2.2 The mutual written declarations shall determine the scope of delivery and services. If a Contract has been signed without such mutual declarations, than either the written order confirmation from AVT or – if no such confirmation has been provided – the written order of the ordering party shall determine the scope of delivery and services.
3 Scope of Services
3.1 The customers shall acquire from AVT the components or other services described in the written order confirmation, as well as the required operating software and technical documentation if these are part of the delivery.
3.2 Deliveries shall be made in the order in which the orders were received and within the individual customer’s credit limit. If there are overdue invoices, no delivery shall be made until the total invoice amount has been paid in full. AVT shall not be liable for delivery delays due to force majeure, operating or transport delays.
3.3 AVT reserves all property rights and copyrights to quotes, drawings, and other documents; they may be made available to third parties only upon prior written approval by AVT. If the order is not placed with AVT, drawings and other documents pertaining to quotes shall be returned promptly upon request. Conversely, this shall also apply to the customer’s documents. These, however, may be made accessible to third parties to whom AVT has subcontracted for deliveries and services.
3.4 If technical improvements are introduced after orders have been received, AVT shall reserve the right to deliver the improved products.
3.5 In as much as the scope of the shipment includes software, the customer shall be granted a non-exclusive right to use the delivered software including its documentation for purposes specified in the Contract. The software shall be specifically provided to the customer for sole use on the delivered merchandise. All further rights shall be reserved.
3.6 The customer acknowledges that software products are by nature complex and not entirely error-free. If the customer has received software as part of the delivery of the merchandise, they also acknowledge that AVT shall not assume any guarantees, warranties, assurances, or liability whatsoever for the use of software products.
4 Delivery and Delivery Time
4.1 Delivery shall be made ex-works. We shall reserve the right to make partial shipments. Delivery dates and delivery deadlines shall be confirmed separately by us or agreed upon with the customer in writing, and shall only be binding in these cases.
4.2 The beginning of our stated delivery time requires the prior clarification of all open technical questions.
4.3 Furthermore, keeping our delivery obligations requires that the customer meets all contractual obligations properly and in time. The exception to the unfulfilled Contract shall be reserved.
4.4 In the event the customer is in default of acceptance, or if they culpably violate other obligations of cooperation, we shall be entitled to demand compensation for the resulting damage, including any additional expenses. We reserve the right to make further claims.
4.5 In the case of unpredictable, extraordinary events which were unavoidable even though all appropriate and reasonable care was taken, such as disruption of operations, strikes and lockouts, export and import embargos, and failure to receive permits, the delivery time shall be appropriately extended. This shall also apply if one of the above mentioned events occur for one of the suppliers or other manufacturers, or they fall behind schedule with a service to be provided to us.
5 Prices and Payment Terms
5.1 Our prices are always those stated on our most current quotation within the given validity period and are ex-works prices. They are exclusive of the applicable sales tax and other applicable taxes on the day of the delivery, set-up, and assembly. The prices include packaging, if the packaging does not exceed 0.5% of the value of the merchandise per shipment.
5.2 We shall deliver the goods in standard sales packaging suitable for regular shipment. In the event the customer requests special packaging, it shall be billed at the customer’s expense. Shipping costs and transportation insurance shall be billed to the customer at cost.
5.3 Invoices of AVT are payable within the payment term granted by the Quotation or Contract after invoice date. Payments for repairs are due within 14 days. In order that a payment is considered on time, AVT must be able to dispose of the credited amount without restrictions. If the customer is late with a payment, AVT shall be entitled withhold further shipments and take legal action to recover unpaid products. AVT reserves the right to charge interest on the amount unpaid, at the rate of 12 per cent per annum from the due date to the date of payment (whether such date is before or after judgement).
5.4 The prices given in our quotation shall apply only if the agreed upon order quantity is placed. AVT reserves the right to revise the prices when a lower quantity is ordered.
5.5 If the agreed upon time between signing the Contract and the deadline for the entire or partial delivery is more than four months, and if there are cost increases of more than 5% for the ordered item after signing the Contract, in particular due to our suppliers’ price increases, AVT shall be entitled to increase the price appropriately for partial shipments that are still open. If the price increase by AVT is more than 5% of the price of the total shipment, then the customer shall be entitled to withdraw from the Contract within two weeks after receiving the notice about the price change from AVT.
6 Shipment and Transfer of Risk
6.1 Unless other agreements have explicitly been made, we shall only deliver on account at the customer’s cost and risk.
6.2 The risk of accidental loss or deterioration shall automatically pass to the customer with the transfer to the carrier. This shall also apply to partial deliveries and the exceptional event where we bear the delivery costs.
6.3 It shall be agreed that the risk also passes to the customer if AVT is prepared to make the delivery but fails to dispatch the shipment for reasons beyond the responsibility of AVT. In this case, the transfer of risk shall require that the customer has received notice that the delivery is ready to be made.
7 Reservation of Ownership
7.1 The merchandise shall remain the property of AVT until the receipt of full payment of the invoiced amount as well as other, already existing claims by AVT towards the customer (satisfaction of all claims towards the ordering party arising from the business relationship).
7.2 If the customer is a reseller, they shall have the right to sell the goods in the normal course of business, provided they are not in default. By way of security, the customer hereby assigns to us, in full, all claims arising from the resale or based on other legal grounds (insurance, tort) which relate to the goods subject to the reservation of title, whether or not the goods subject to the reservation of title have been resold without, or after, being processed. We hereby grant the customer authorization to collect all claims assigned to us for our account and on our behalf provided that we do not revoke this authorization to collect claims. AVT shall be entitled to revoke the authorization to collect claims if the customer is in default, stops making payments or makes an application to open bankruptcy proceedings
7.3 In the event that the realizable value of the assigned claims exceeds the claims towards AVT by more than 20%, AVT shall release the surplus amount of the securities upon the customer’s request.
7.4 In the event that the goods are processed, AVT shall remain the manufacturer, and the customer shall store the merchandise for AVT in a dust-free storage area, in accordance to the storage temperature and storage humidity requirements of each product.
7.5 In the event of seizures in execution or other third-party encroachments, the customer must inform us thereof in writing without delay and the customer shall be liable for the loss incurred by us as a result of such execution proceedings.
8 Liability for Defects
8.1 We shall not be liable for defects or damages resulting from improper use or handling, natural wear and tear, unsuitable operating equipment, the use of replacement materials, as well as chemical, electric, or electrochemical influences outside the range of our services and our sphere of influence, or from flawed assembly, operation, attempts to repair, or modifications of the merchandise by the customer or by third parties.
8.2 Inasmuch as the purchased item is defective, the customer shall have the right to receive, according to our choice, supplementary performance in the form of removal of the defect or the delivery of a new, defect-free or similar item. In the case of a removal of the defect, we shall be obliged to bear all expenses required for removing the defect, in particular, transportation, transportation infrastructure, labour, and material costs, unless these costs are increased by having moved the purchased item to a place other than the place of delivery.
8.3 If the supplementary performance fails, the customer shall be entitled to demand withdrawal from the Contract or a price reduction.
8.4 If the use of the delivered item results in the violation of domestic commercial copyrights, AVT will generally procure for the customer, at AVT’s expense, the right to further use. If this is economically unreasonable, the customer shall have the right to withdraw from the Contract.
8.5 The period of limitation for claims arising from defects is 24 months from the time of transfer of risk.
9 General Liability
9.1 Further damage compensation liability than that provided for in Articles 6 and 8 is excluded, regardless of the statutory form of the asserted claim, unless it is based on intention or gross negligence, including the intention or gross negligence on the part of our representatives or agents, or on the culpable violation of essential contractual obligations.
9.2 This also applies inasmuch as the ordering party has a claim for replacement of the damage rather than the service. Inasmuch as we are not charged with intentional breach of Contract, the liability for damage claims shall be limited to the predictable, typically occurring damage.
9.3 To the extent that damage compensation liability against us is excluded or limited, this shall also apply in respect to personal damage compensation of our salaried employees, employees, staff members, representatives, and agents.
10 Applicable Law, Place of Execution, and Place of Jurisdiction
10.1 These General Terms and Conditions shall be subject to Singapore law unless agreed otherwise in the Contract.
10.2 Place of execution for all liabilities arising from the contractual relationship shall be Singapore.
10.3 The Contract Parties agree to submit to the non-exclusive jurisdiction of the Singapore Courts, unless agreed otherwise in the Contract.
Effective: 1 April 2011