1.1 In these Conditions: "Buyer" means the person who accepts a quotation of bluconnection for the supply of Goods, whose order for Goods is accepted by bluconnection or who otherwise enters into a contract for the supply of Goods with bluconnection; "Conditions" means the general terms and conditions set out in this document and (unless the context otherwise requires) any special terms and conditions agreed in writing between the Buyer and bluconnection; "Contract" means a contract for the purchase and sale of Goods, howsoever formed or concluded, to which these Conditions apply; "Goods" means the goods which bluconnection is to supply in accordance with a Contract; "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce in Paris, France, as in force at the date when the Contract is made; "bluconnection" means bluconnection Pte Ltd at its current registered office address at 4 Battery Road #25-01 Bank of China Building, Singapore 049908; "Writing" includes electrical mail, facsimile transmission and any comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation
2. BASIS OF THE CONTRACT
2.1 The supply of Goods by bluconnection to the Buyer under any Contract shall be subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions contained or referred to in any documentation submitted by the Buyer or in correspondence or elsewhere or implied by trade custom practice or course of dealing, even if this is not explicitly stated. Failure by bluconnection to object to the terms and conditions set by the Buyer shall in no event be construed as an acceptance of any of the terms and conditions of the Buyer. Neither bluconnection’s commencement of performance nor bluconnection’s delivery shall be deemed as acceptance of any of the Buyer’s terms and conditions. If the Conditions differ from any of the terms and conditions of the Buyer, the Conditions and any subsequent communication or conduct by or on behalf of bluconnection, including, without limitation, confirmation of any order and delivery of Goods, constitute a counter-offer and not acceptance of such terms and conditions submitted by the Buyer. Any communication or conduct of the Buyer which confirms an agreement for the delivery of Goods by bluconnection, as well as acceptance by the Buyer of any delivery of Goods from bluconnection shall constitute an unqualified acceptance by the Buyer of the Conditions.
2.2 If a licence or consent of any third party (including without limitation any governmental or other authority) is required in connection with the Buyer’s purchase or use of the Goods, the Buyer shall obtain the licence or consent at its own expense and produce evidence of it to bluconnection on demand. Failure to obtain any licence or consent does not entitle the Buyer to withhold or delay payment of the price. Any additional expenses or charges incurred by bluconnection resulting from such failure shall be paid by the Buyer.
2.3 bluconnection's employees or agents are not authorised to make any representations concerning any Goods unless confirmed by bluconnection in writing. Any information made available in connection with any offer for the supply of Goods is not binding unless expressly designated as binding by bluconnection in writing. In entering into the Contract the Buyer acknowledges that it does not rely on and waives any claim based on any such representations or information not so confirmed.
2.4 Any advice or recommendation given by bluconnection or its employees or agents to the Buyer or its employees or agents which is not confirmed in writing by bluconnection is followed or acted upon entirely at the Buyer's own risk and accordingly bluconnection shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 bluconnection reserves the right to amend the Conditions at any time. bluconnection will notify the Buyer of any such amendments by sending the amended Conditions to the Buyer. The amended Conditions will take effect on the date of notification of these amendments. The amended Conditions shall apply to all transactions concluded between the Buyer and bluconnection as of the day following the date of such notification.
2.6 Any typographical clerical or other error or omission in any sales literature quotation price list acceptance of offer invoice or other document or information issued by bluconnection shall be subject to correction without any liability on the part of bluconnection.
3. QUOTATIONS, ORDERS AND SPECIFICATIONS
3.1. Unless stated otherwise by bluconnection, quotations made by bluconnection in whatever form are not binding on bluconnection and merely constitute an invitation to the Buyer to place an order. All quotations issued by bluconnection are revocable and subject to change without notice.
3.2 No order submitted by the Buyer shall be deemed to be accepted by bluconnection unless and until confirmed in writing by bluconnection. bluconnection shall be entitled to refuse an order without indicating the reasons.
3.3 The Buyer shall be responsible to bluconnection for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving bluconnection any necessary information relating to the Goods within a sufficient time to enable bluconnection to perform the Contract in accordance with its terms.
3.4 The quantity quality and description of and any specification for the Goods shall be those set out in bluconnection's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by bluconnection) or as otherwise set out in any Contractual documentation.
3.5 If any process is to be applied to the Goods by bluconnection in accordance with a specification submitted by the Buyer, the Buyer shall indemnify bluconnection against all loss damages costs and expenses awarded against or incurred by bluconnection in connection with or paid or agreed to be paid by bluconnection in settlement of any claim for infringement of any patent copyright design trade mark or other industrial or intellectual property rights of any other person which results from bluconnection's use of the Buyer's specification. If any allegation of infringement is made by a third party, bluconnection is not obliged to enquire into the merits of the allegation but is entitled to terminate the Contract and claim compensation for all loss (including loss of profit) costs (including the cost of all labour and materials used) damages charges and expenses incurred by bluconnection up to the time of termination.
3.6 bluconnection reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or regulatory requirements or where the Goods are to be supplied to bluconnection's specification which do not materially affect their quality or performance.
3.7 No concluded Contract may be modified or cancelled by the Buyer except with the agreement in writing of bluconnection and on terms that the Buyer shall indemnify bluconnection in full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damages charges and expenses incurred by bluconnection as a result of the modification or cancellation, as the case may be.
3.8 Unless agreed in writing by bluconnection all specifications and particulars submitted by bluconnection are approximate and only for information purposes so the Buyer cannot rely on the accuracy of the same.
3.9 All intellectual property rights whether registered or not remain the absolute property of bluconnection.
4.1 The price of the Goods shall be the price stated in bluconnection’s offer which has been accepted by the Buyer or the price stated in the Buyer’s offer which has been accepted by bluconnection, or where the price has not been explicitly mentioned, the price listed in bluconnection's published price list current at the date of conclusion of the Contract.
4.2 bluconnection reserves the right by giving notice to the Buyer at any time before delivery/performance to increase the price of the Goods in case of:
4.2.1 any increase in the cost to bluconnection (such as without limitation any foreign exchange fluctuation currency regulation alteration of duties significant increase in the costs of labour materials or other costs of manufacture);
4.2.2 any change in delivery/performance dates quantities or specifications for the Goods which is requested by the Buyer; or
4.2.3 any delay caused by any instructions of the Buyer or failure of the Buyer to give bluconnection adequate information or instructions. A written notice from bluconnection notifying the Buyer of any increase and the effective date of the increase shall be accepted by the Buyer as conclusive and binding.
4.3 Unless otherwise agreed in writing between the Buyer and bluconnection all prices for Goods are given by bluconnection on a CIF basis. If the parties agree on some other mode of delivery, the price for Goods shall be calculated by bluconnetion accordingly.
4.4 The price is exclusive of any applicable goods and services tax, value added tax or similar tax which the Buyer shall be additionally liable to pay to bluconnection. bluconnection shall be entitled to receive the price net of all bank charges, taxes and similar expenses.
4.5 Unless otherwise agreed, bluconnection’s prices include standard packaging. The Buyer shall meet the cost of any special packaging of the Goods which it may request or which may be necessitated by delivery by any means other than bluconnection’s normal means of delivery. The Buyer shall unless otherwise agreed be solely responsible for the disposal of all packaging in accordance with all regulations whether statutory or otherwise relating to protection of the environment.
5. TERMS OF PAYMENT
5.1 If no other specific terms have been agreed in writing between the Buyer and bluconnection, the following terms shall apply:
5.1.1 bluconnection shall be entitled to invoice the Buyer on or at any time after delivery of the Goods unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods in which event bluconnection shall be entitled to invoice the Buyer for the price at any time after bluconnection has notified the Buyer that the Goods are ready for collection or (as the case may be) bluconnection has tendered delivery of the Goods.
5.1.2 All payments shall be made without any deduction on account of any taxes and free o set-off or other counterclaims.
5.2 The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 bluconnection is entitled in its absolute discretion from time to time to require full or partial payment of the price of the Goods prior to delivery. Without prejudice to the foregoing, if in bluconnection’s opinion the Buyer’s creditworthiness deteriorates before delivery of the Goods bluconnection may require full or partial payment of the price prior to delivery or the provision of security by the Buyer in a form acceptable to bluconnection.
5.4 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to bluconnection, bluconnection shall be entitled to:
5.4.1 cancel the Contract or suspend any further deliveries of the Goods; and/or
5.4.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and bluconnection) as bluconnection may think fit (notwithstanding any purported appropriation by the Buyer); and/or
5.4.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of one (1) percent per month until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest). All costs and expenses incurred by bluconnection with respect to the collection of overdue payments (including, without limitation, reasonable attorney’s fees, expert fees, court costs and other expenses of litigation) shall be for the Buyer’s account.
5.5 Any complaint with respect to the invoice must be notified to bluconnection in writing within 10 (ten) days after the date of invoice. Thereafter, the Buyer shall be deemed to have approved the invoice.
6.1 Save for obligations according to the applicable Incoterm or obligations expressly undertaken by bluconnection in writing, bluconnection shall have no other obligations, in particular obligations which it might otherwise have according to the provisions of the Sale of Goods Act (Cap. 393).
6.2 Where the Goods are to be delivered in installments each delivery shall constitute a separate contract and failure by bluconnection to deliver any one or more of the installments in accordance with these Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.3 bluconnection has the right at any time to sub-contract all or any of its obligations for the sale of the Goods to any other party as it may from time to time decide without giving notice of the same to the Buyer.
6.4 Any dates quoted for delivery of the Goods are approximate only. The Goods may be delivered by bluconnection in advance of the quoted delivery date upon giving reasonable notice to the Buyer. Unless previously agreed by bluconnection in writing, the time for delivery shall not be of the essence, and bluconnection shall not be liable for any delay in delivery howsoever caused. Where time of performance has been agreed by bluconnection to be of the essence of the Contract, and bluconnection fails to comply with its obligations in due time, the Buyer shall be entitled to compensation for actual loss and expense sustained as a result of bluconnection’s delay in performance, which was foreseeable at the time of conclusion of the Contract and resulting from the usual course of events, subject always to the limitations set out in Condition 13. Discrepancies of +/-0.5% of the total weight for deliveries are within tolerance. The purchase price shall be adjusted only if the total weight discrepancies is above +/- 0.5%.
6.5 If bluconnection has failed to deliver the Goods in accordance with the Contract, the Buyer shall be entitled, by serving written notice on bluconnection, to demand performance within a specified time thereafter, and if bluconnection fails to do so within the specified time, the Buyer shall be entitled to terminate the Contract in respect of the undelivered Goods and claim compensation for actual loss and expense sustained as a result of bluconnection’s non-performance, which was foreseeable at the time of conclusion of the Contract and resulting from the usual course of events, subject always to the limitations set out in Condition 13.
6.6 If the Buyer fails to take delivery of the Goods or fails to give bluconnection adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of bluconnection's fault) then without prejudice to any other right or remedy available to bluconnection bluconnection may:
6.6.1store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract provided the price has been paid in cleared funds in full or charge the Buyer for any shortfall below the price under the Contract; or
6.6.3 terminate the Contract and claim damages.
7.RISK AND PROPERTY IN THE GOODS
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer in accordance with the respective Incoterm.
7.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property in the Goods shall not pass to the Buyer until bluconnection has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by bluconnection to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as bluconnection's fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored protected and insured and identified as bluconnection's property but shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to bluconnection for the proceeds of sale or otherwise of the Goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and in the case of tangible proceeds properly stored protected and insured.
7.4 The Buyer agrees with bluconnection that the Buyer shall immediately notify bluconnection of any matter from time to time affecting bluconnection’s title to the Goods and the Buyer shall provide bluconnection with any information relating to the Goods as bluconnection may require from time to time.
7.5 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) bluconnection shall be entitled at any time to require the Buyer to deliver up the Goods to bluconnection and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.6 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of bluconnection but if the Buyer does so all moneys owing by the Buyer to bluconnection shall (without prejudice to any other right or remedy of bluconnection) forthwith become due and payable.
7.7 The Buyer hereby irrevocably appoints bluconnection and its servants as its duly authorised agent for the purpose of entering upon any premises where the Goods are stored for the purpose of examination and/or recovery of the same at any time without notice.
7.8 Where the Goods have been incorporated by the Buyer into any product or article in such a way that the substance and identity of the Goods have been irrevocably altered or destroyed, then property in such new product(s) or article(s) shall immediately upon its or their creation vest wholly in bluconnection, and the provisions of the preceding sub-conditions shall apply mutatis mutandis to such products or articles as if they were Goods remaining the property of bluconnection; provided that this sub-condition shall not apply if bluconnection has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by bluconnection to the Buyer for which payment is then due.
7.9 If the provisions in this Condition 7 are not effective according to the law of the country in which the Goods are located, the legal concept closest in nature to retention of title in that country shall be deemed to apply mutatis mutandis to give effect to the underlying intent expressed in this condition, and the Buyer shall take all steps necessary to give effect to the same.
7.10 The Buyer shall indemnify bluconnection against all loss damages costs expenses and legal fees incurred by the Buyer in connection with the assertion and enforcement of bluconnection's rights under this condition.
8. WARRANTIES AND REMEDIES
8.1 Subject as expressly provided in these Conditions all other warranties conditions or terms, including those implied by statute or common law, are excluded to the fullest extent permitted by law.
8.2 Subject to this Condition 8, bluconnection warrants that the Goods will correspond with their specification at the time of delivery, and agrees to remedy any non-conformity therein for period of 6 months commencing from the date on which the Goods are delivered or deemed to be delivered or until the expiry of the Goods’ shelf-life, whichever is the earlier ("Warranty Period"). Where the Buyer is dealing as a consumer (within the meaning of the Unfair Contract Terms Act Cap 396), bluconnection further gives to the Buyer such implied warranties as cannot be excluded by law.
8.2.1 bluconnection’s above warranty concerning the Goods is given subject to the following conditions: (a) No condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the Goods supplied or that they will be suitable for any particular purpose or use under any specific conditions, notwithstanding that such purpose or conditions may be known or made known to bluconnection. (b) Any description given of the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. (c) Notwithstanding that a sample of the Goods has been exhibited to and inspected by the Buyer, it is hereby declared that such sample was not so exhibited and inspected as to constitute a sale by sample under the Contract. (d) bluconnection binds itself only to deliver Goods in accordance with the general description under which they were sold, whether or not any special or particular description shall have been given or shall be implied by law. Any such special or particular description shall be taken only as the expression of bluconnection's opinion in that behalf. bluconnection does not give any warranty as to the quality state condition or fitness of the Goods. (e) The above warranty does not extend to parts materials or equipment not manufactured by bluconnection in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to bluconnection. (f) bluconnection shall be under no liability for the following measures and actions taken by the Buyer or third parties and the consequences thereof: improper remedy of defects, alteration of the Goods without the prior agreement of bluconnection, addition and insertion of materials. (g) bluconnection shall be under no liability in respect of any defect in the Goods or any other claim arising from any specification supplied by the Buyer. (h) bluconnection shall be under no liability in respect of any defect arising from unsuitable or improper use by the Buyer or third parties, fair wear and tear, wilful damage, negligence, abnormal working conditions, defective or negligent handling, improper maintenance, unsuitable operating materials and replacement materials, poor work, unsuitable foundation, chemical, electro-technical/electronic or electric influences, failure to follow bluconnection's instructions (whether oral or in writing) misuse or alteration of the Goods without bluconnection's approval. (i) bluconnection is not liable for any loss damage or liability of any kind suffered by any third party directly or indirectly caused by remedial work carried out without bluconnection’s prior written approval and the Buyer shall indemnify bluconnection against each loss liability and cost arising out of such claims. (j) bluconnection shall be under no liability under the above warranty (or any other warranty condition or guarantee) if the total price for the Goods has not been paid in cleared funds by the due date for payment. (k) bluconnection shall be under no liability whatsoever in respect of any defect in the Goods arising after the expiry of the Warranty Period.
8.2.2 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall be notified in writing to bluconnection within seven days from the date of receipt of the Goods or (where the defect or failure was not apparent on reasonable inspection) within seven days from the date on which any hidden defects or failures was or ought to have been apparent, but latest within three (3) months of delivery. The Buyer shall also examine the Goods for defects before every use, in particular regarding safety and suitability for use. During use, the Goods shall be monitored constantly with regard to safety and defects. If there are even slight reservations concerning the suitability for use or the slightest reservations concerning safety, the Goods must not be used. bluconnection shall be given written notification immediately, specifying the reservations or the defect.
8.2.3 If the Buyer does not give due notification to bluconnection in accordance with the Condition 8.2.2, bluconnection shall have no liability for any defect or failure or for any consequences resulting therefrom. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet a specification is notified to bluconnection in accordance with Condition 8.2.2, the non-conforming Goods (or part thereof) will be replaced free of charge as originally ordered. Where the Goods have not been so replaced within a reasonable time, despite a written warning from the Buyer, the Buyer shall be entitled to a reduction of the price in proportion to the reduced value of the Goods. In lieu of replacement, bluconnection may, at its sole discretion, grant such a reduction to the Buyer. Upon a replacement or price reduction being made as aforesaid, the Buyer shall have no further claim against bluconnection.
8.2.4 When bluconnection has provided replacement Goods or given the Buyer a refund, the non- conforming Goods or parts thereof shall become bluconnection’s property.
8.2.5 A determination of whether or not delivered Goods conform to bluconnection’s specifications at the time of delivery shall be done solely by bluconnection analyzing the samples or records retained by bluconnection and taken from batches or production runs in which the Goods were produced in accordance with the methods of analysis used by bluconnection. In case of disaccord between the parties concerning the quality of a batch or production run of Goods supplied by bluconnection to the Buyer, bluconnection will submit representative samples of said batch or run to an independent laboratory reasonably acceptable to the Buyer to have determined whether or not the batch or run in question has met the aforementioned specifications. The results of such analysis shall be binding upon the parties and the party unable to uphold its position shall bear all costs of and incidential to the testing carried out by such independent laboratory.
8.2.6 Defects in portions of the Goods do not entitle the Buyer to reject the entire delivery of the Goods, unless the Buyer cannot reasonably be expected to accept delivery of the remaining non-defective portions of the Goods. Complaints, if any, do not affect the Buyer’s obligation to pay as defined in Condition 5 above.
9. FORCE MAJEURE
9.1 bluconnection shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of bluconnection's obligations if the delay or failure was due to any cause beyond bluconnection's reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond bluconnection's reasonable control:
9.1.1 Act of God explosion flood tempest fire or accident;
9.1.2 war or threat of war sabotage insurrection civil disturbance or requisition;
9.1.3 acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;
9.1.4 import or export regulations or embargoes;
9.1.5 interruption of traffic, strikes lock-outs or other industrial actions or trade disputes (whether involving employees of bluconnection or of a third party);
9.1.6 interruption of production or operation, difficulties in obtaining raw materials labour fuel parts or machinery;
9.1.7 power failure or breakdown in machinery.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent copyright design trade mark or other industrial or intellectual property rights of any other person then unless the claim arises from the use of any drawing or specification supplied by the Buyer bluconnection shall indemnify the Buyer against all loss damages costs and expenses awarded against or incurred by the Buyer in connection with the claim or paid or agreed to be paid by the Buyer in settlement of the claim, up to a maximum cumulative amount of the value of the infringing Goods, provided that:
10.1.1 bluconnection is given full control of any proceedings or negotiations in connection with any such claim;
10.1.2 the Buyer shall give bluconnection all reasonable assistance for the purposes of any such proceedings or negotiations;
10.1.3 except pursuant to a final award the Buyer shall not pay or accept any such claim or compromise any such proceedings without the consent of bluconnection;
10.1.4 the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavors to do);
10.1.5 bluconnection shall be entitled to the benefit of and the Buyer shall accordingly account to bluconnection for all damages and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and
10.1.6 without prejudice to any duty of the Buyer at common law bluconnection shall be entitled to require the Buyer to take such steps as bluconnection may reasonably require to mitigate or reduce any such loss damages costs or expenses for which bluconnection is liable to indemnify the Buyer under this condition.
11.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Regarding electronic communication, the electronic communication system used by bluconnection will serve as sole proof for the content and time of delivery and receipt of such electronic communication.
12. CONFIDENTIAL INFORMATION
12.1 Each of the parties hereto undertakes to the other to keep confidential all information (written or oral) (and without prejudice to include all promotional items and samples and such like unless agreed otherwise) concerning the business and affairs of the other that it shall have obtained as a result of the discussions leading up to or the entering into of the Contract or which it may have learned during the term of the Contract.
12.2 Each of the parties hereto undertakes with the other to take all such steps as shall be necessary from time to time to ensure compliance with the provisions of this condition by its employees agents and sub-contractors other companies within the group of companies to which it belongs.
13.1 bluconnection shall accept liability to the Buyer for death or injury resulting from its own or that of its employees' negligence. Save as aforesaid, bluconnection shall only be liable for gross negligence and willful misconduct of its directors, officers, employees, agents and sub-contractors.
13.2 bluconnection shall be under no liability whatsoever where this arises from a reason beyond its reasonable control as provided in Condition 9 or from an act or default of the Buyer.
13.3 In no event shall bluconnection be liable for loss of profit or goodwill, loss of production or revenue or any type of special indirect or consequential loss whatsoever (including loss or damage suffered by the Buyer as a result of an action brought by a third party) even if such loss were reasonably foreseeable or bluconnection had been advised of the possibility of the Buyer incurring the same.
13.4 Where time of performance has been agreed by bluconnection to be of the essence of the Contract, and bluconnection fails to comply with its obligations in due time, so that the Buyer becomes entitled to compensation in accordance with Condition 6.4, bluconnection’s liability shall be limited to an amount of 1⁄2% for each full week of delay, in total to a maximum cumulative amount of 5%, of the value of the delayed Goods.
13.5 If the Buyer becomes entitled to compensation arising out of bluconnection’s non delivery of Goods as specified in Condition 6.5, bluconnection’s liability shall be limited in total to a maximum cumulative amount of 15%, of the value of the undelivered Goods.
13.6 The remedies set out in Condition 8 are the Buyer’s sole and exclusive remedies for non- conformity of or defects in the Goods and bluconnection’s liability for the same shall be limited in the manner specified in Condition 8.
13.7 Without prejudice to the sub-limits of liability applicable under this Condition 13 or elsewhere in these Conditions, bluconnection’s maximum total liability (including any liability for acts and omissions of its employees agents and sub-contractors) in respect of any claim for defective performance, breach of contract, compensation, indemnity, tort, misrepresentation, negligence at law or equity and any other damages or losses which may arise in connection with its performance or non-performance under the Contract, shall not exceed the total price of the Goods in question.
13.8 No action shall be brought by bluconnection later than 6 (six) months after the date it became aware of the circumstances giving rise to a claim or the date when it ought reasonably to have become aware, and in any event, no later than 6 (six) months after the end of the Warranty Period.
14.1 On or at any time after the occurrence of any of the events in condition 14.2 bluconnection may stop any Goods in transit, suspend further deliveries to the Buyer, exercise its rights under Condition 7 and/or terminate the Contract with the Buyer with immediate effect by written notice to the Buyer
14.2 The events are:-
14.2.1 the Buyer being in breach of an obligation under the Contract;
14.2.2 the Buyer passing a resolution for its winding up or a court of competent jurisdiction making an order for the Buyer’s winding up or dissolution;
14.2.3 the making of an administration order in relation to the Buyer or the appointment of a receiver over or an encumbrancer taking possession of or selling any of the Buyer’s assets;
14.2.4 the Buyer making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors.
15.1 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
15.2 No waiver by bluconnection of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
15.4 No person who is not a party to this Contract (including any employee officer agent representative or sub-contractor of either party) shall have any right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any terms of this Contract which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties, which agreement must refer to this Condition 15.4.
15.5 The Contract shall be governed by the laws of Singapore and the Buyer agrees to submit to the exclusive jurisdiction of the Courts in Singapore. bluconnection, however, shall be entitled to sue the Buyer also at the location of Buyer’s registered or office address.
15.6 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any Contract for the sale of Goods.
BluConnection pte ltd.
460 Alexandra Road