TERMS & CONDITIONS


1. Definitions and Meanings

  • 1.1 “Agreement” means any agreement for the sale of Goods and/or supply of Services between the Company to the Customer in accordance with Condition 2.2 of these Standard Conditions and for which these Standard Conditions are or are deemed to be incorporated.
  • 1.2 “Company” means Carlton Glass Enterprise Pte Ltd of 8, Changi North Street 2, Singapore 498830, the seller of the Goods and supplier of Services to the Customer;
  • 1.3 “Customer” means the customer (or any person acting on behalf of and with the authority of the customer) as described on any quotation, work authorisation or other form as provided by the Company to the customer.
  • 1.4 “Delivery Address” means the address stated in the Order.
  • 1.5 “Goods” shall mean goods supplied by the Company to the Customer which shall include goods supplied pursuant to Special Orders made by the Customer (and where the context so permits shall include any supply of Services as defined hereinbelow) and are as described on the invoices, quotation, work authorisation or any other forms as provided by the Company to the Customer.
  • 1.6 “Order” means the Customer’s purchase order to the Company for the Goods and Services, including any Specification and other documents attached thereto by the Customer.
  • 1.7 “Parties” means the Company and its assigns and the Customer and its permitted assigns.
  • 1.8 “Quotation” means a formal quotation or estimate prepared or issued by the Company in which these Conditions are or are deemed to be incorporated.
  • 1.9 “Services” shall mean all services supplied by the Company to the Customer and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
  • 1.10 “Special Orders” shall mean orders for custom-made Goods including Goods which are not kept in stock by the Company in the ordinary course of business, or any Goods which are standard stock items which customised in accordance with the Customer’s instructions.
  • 1.11 “Specification” includes any plans, drawings, data or other information relating to the Goods and Services.
  • 1.12 “Standard Conditions” means standard terms and conditions of sale of goods and supply of services set out in this document and (unless the context otherwise requires) includes any special terms and conditions as set out in the Quotation agreed in Writing between the Customer and the Company.
  • 1.13 “Writing” shall include electronic mail, facsimile transmission and the like.
  • 1.14 Any reference in these Standard 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.
  • 1.15 The headings in these Standard Conditions are for convenience only and shall not affect their interpretation.

2. Establishment of Contract

  • 2.1 The Standard Conditions shall apply to all contracts entered into between the Company and the Customer.
  • 2.2 The Company shall sell and the Customer shall purchase the Goods in accordance with any Quotation which is accepted in Writing by the Customer, or any Order which is accepted in Writing by the Company, subject in either case to these Standard Conditions, which shall govern the Agreement to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
  • 2.3 No variation to these Standard Conditions shall be binding unless agreed in Writing between the authorised representatives of the Customer and the Company.
  • 2.4 These Standard Conditions shall apply to all future transactions and agreements between the Company and the Customer even though they may not have been explicitly agreed again. Any and all terms and conditions of any purchaser order of the Customer (except additional provisions specifying quantity and shipment instructions) which the Company has not expressly agreed to in Writing, shall not be binding on the Company or deemed to have been agreed to by the Company (expressly or implied).
  • 2.5 Any Quotation given by the Company is only an invitation to the Customer to make an offer, and no order shall become binding on the Company until it has been accepted by the Company in Writing.
  • 2.6 The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in Writing as set out in the Quotation. In entering into the Agreement the Customer acknowledges that it does not rely on any such representations which are not so confirmed.
  • 2.7 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 the Company shall be subject to correction without any liability on the part of the Company.
  • 2.8 Acceptance by the Customer of the Quotation shall be delivered in Writing to the Company which shall include electronic mail and facsimile transmission at the contact details set out in the Quotation.
  • 2.9 These Standard Conditions shall also apply in cases where the Company carries out the Customer’s order without any reservations but in the knowledge of contrary or differing terms and conditions of the Customer. The parties shall confirm in Writing the conclusion of contracts and agreements as well as collateral arrangements which have not been made in Writing, especially in such cases there they differ from these Standard Conditions.
  • 2.10 No order shall be binding on the Company unless expressly accepted and/or agreed to by the Company. No order made on the Customer’s terms and conditions shall be binding on the Company unless expressly accepted and/or agreed to by the Company.
  • 2.11 These Standard Conditions shall to the extent of any inconsistency or conflict with the Customer’s terms and conditions of any purchase order made or issued by the Customer, on which the Company has accepted the Customer’s order, prevail over the latter.
  • 2.12 The Company reserves the right to amend, change or modify these Standard Conditions from time to time without prior notice to the Customer.

3. Prices

  • 3.1 The price of the Goods shall be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s published price list current at the time of acceptance of the Customer’s Order or the price as stated on the Customer’s Order for which the Company has expressly agreed to in Writing. All prices quoted by the Company are valid for 30 days only or until earlier acceptance by the Customer, after which time they may be altered by the Company without giving notice to the Customer.
  • 3.2 The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (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), any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.
  • 3.3 Except as otherwise stated under the terms of any quotation or in any price list of the Company, and unless otherwise agreed in Writing between the Customer and the Company, all prices are given by the Company on an ex-works basis, and where the Company agrees to deliver the Goods otherwise than at the Company’s premises, the Customer shall be liable to pay the Company’s charges for transport, packaging and insurance.
  • 3.4 The price is exclusive of any applicable tax (including but not limited to Goods & Services Tax), which the Customer shall be additionally liable to pay to the Company.
  • 3.5 Any volume-based discounts on the price set forth in the Quotation will be rescinded if the Customer fails to meet the conditions on which the discounts are based as agreed between Parties in Writing.

4. Orders and Specifications

  • 4.1 All Orders shall be submitted in Writing by way of electronic mail or facsimile transmission to the Company. No Order shall be deemed to be accepted by the Company unless and until confirmed in Writing by the Company’s authorised representative.
  • 4.2 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any Order (including any applicable specification), and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Agreement in accordance with its terms.
  • 4.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Quotation (if accepted by the Customer) or the Order (if accepted by the Company).
  • 4.4 Where more than one Customer has entered into this agreement with the Company, the Customers shall be jointly and severally liable for all payments of the price of the Goods.
  • 4.5 It shall be the obligation and responsibility of the Customer to bring to the Company’s attention any plans, specifications, code of practice or such like in relation to the purpose for which the Goods are intended, prior to the Quotation or the acceptance thereof, whichever is the later.
  • 4.6 It shall be the obligation and responsibility of the Customer to bring to the attention of the Company of any variations or amendments to the Order submitted and/or accepted by the Company by re-submitting the said Order marked with the words “REFAXED” or “AMENDED” and indicating the variations / amendments to the Order, on condition that the Customer shall indemnify the Company for all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of the variations / amendments made to the Order.
  • 4.7 If Goods are supplied pursuant to Special Order(s) made by the Customer, the Customer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company 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 the Company’s use of the Customer’s specifications under the Special Order(s).
  • 4.8 The Company reserves the right to change specifications of the Goods supplied which are required to confirm with any applicable statutory requirements or otherwise and further reserves the right to withdraw or add products and services from catalogues and price lists supplied by the Company from time to time without notification to Customers unless otherwise agreed in Writing on acceptance of an Order.
  • 4.9 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company and on terms that the Customer shall indemnify the Company 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 the Company as a result of cancellation.

5. Title

  • 5.1 The Company and the Customer agree that ownership of the Goods shall not pass until:
    • 5.1.1 The Customer has paid the Company all amounts owing for the particular Goods invoiced; and
    • 5.1.2 The Customer has met all other obligations due by the Customer to the Company in respect of all contracts between the Company and the Customer.
    • 5.2 Receipt by the Company of any form of payment other than cash shall not be deemed to be payment until for of payment has been honoured, cleared or recognised and until then the Company’s ownership or rights in respect of the Goods shall continue.
  • 5.3 It is further agreed that:
    • 5.3.1 Where practicable the Goods shall be kept separate and identifiable until the Company shall have received payment and all other obligations of the Customer are met; and
    • 5.3.2 Until such time as ownership of the Goods shall pass from the Company to the Customer the Company may give notice in Writing to the Customer to return the Goods or any of them to the Company. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and
    • 5.3.3 The Company shall have the right of stopping the Goods in transit or whether or not delivery has been made;
    • 5.3.4 If the Customer fails to return the Goods to the Company then the Company or the Company’s agent may enter upon and into land and premises owned, occupied or used by the Customer, or any premises as the invitee of the Customer, where the Goods are situated and take possession of the Goods; and
    • 5.3.5 The Customer is only a bailee of the Goods and until such time as the Company has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Customer owes to the Company for the Goods, on trust for the Company; and
    • 5.3.6 The Customer shall not deal with the money of the Company in any way which may be adverse to the Company; and
    • 5.3.7 The Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while thy remain the property of the Company; and
    • 5.3.8 The Company can issue proceedings to recover the price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer; and
    • 5.3.9 Until such time that ownership in the Goods passes to the Customer, if the Goods are converted into another products, the parties agree that the Company will be the owner of the end products.

6. Risk

  • 6.1 If the Company retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer on delivery.
  • 6.2 Whilst the Company will take every reasonable effort in handling, storing, transporting and processing or installation of the Goods, the installation of Goods by Company at the Customer’s request or instruction shall be entirely at the Customer’s own risk. The Company will not be held liable for any damage caused in the installation of any Goods to the Customer’s property, fixtures or fittings, including but not limited to damages caused by drilling of walls, tiles, glass or other surfaces, removal of obsolete fixtures and fittings, damage to porous or other materials, damage caused by the use of silicone in sealing glass to porous or other materials.
  • 6.3 It shall be the Customer’s responsibility to notify the Company of any special conditions or requirements of any surfaces, fixtures or fittings to which the Goods are to be attached or sealed. The Company shall not be liable for any damage caused as a result of the Customer’s omission or failure to inform the Company of any such requirements.
  • 6.4 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Company is entitled to receive all insurance proceeds payable for the Goods. The production of these Standard Conditions by the Company is sufficient evidence of the Company’s rights to receive the insurance proceeds without the need for any person dealing with the Company to make further enquires.

7. Defects

  • 7.1 The Customer shall inspect the Goods on delivery and shall within three (3) days notify the Company in Writing of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford the Company an opportunity to inspect the Goods within a reasonable time following delivery if the Customer believes the Goods are defective in any way.
  • 7.2 If the Customer fails to comply with the provisions in Clause 7.1, the Goods shall be presumed to be free from any defect or damage.
  • 7.3 Pursuant to Clause 7.1, for defective Goods which the Company has agreed in Writing that the Customer is entitled to reject, the Company’s liability is strictly limited to either (at the Company’s discretion) replacing the Goods or reimbursement of the original value of the Goods within thirty (30) days from the date of delivery of the Goods PROVIDED ALWAYS that Goods have not been improperly installed, subjected to misuse or any form of unauthorised repair by the Customer or an independent third party.
  • 7.4 The Company shall not be liable in any way or manner whatsoever for any consequential losses suffered or costs incurred by the Customer as a result of any defective Goods.
  • 7.5 Nothing in these Standard Conditions will exclude the Company’s liability in respect of death or personal injury resulting from the negligence of the Company and/or its employees or agents.

8. Returns

  • 8.1 Returns will only be accepted provided that:
    • 8.1.1 The Customer has complied with the provisions of Clause 7 above;
    • 8.1.2 The Company has agreed in Writing to accept the return of the Goods;
    • 8.1.3 The Goods are returned at the Customer’s cost within three (3) days of the delivery date;
    • 8.1.4 The Company will not be liable for the Goods which have not been stored or used in a proper manner, whether by the Customer or independent third party;
    • 8.1.5 The Goods are not customised pursuant to Special Orders; and
    • 8.1.6 The Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.

9. Delivery of Goods

  • 9.1 Delivery of the Goods shall be made by the Customer at the Company’s premises at any time after the Customer has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place at the Customer’s cost; or
  • 9.2 The costs of delivery are in addition to the price of the Goods as agreed between Parties, pursuant to Clause 3 above.
  • 9.3 Any dates given quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Good however caused. Time for delivery shall not be of the essence unless previously specifically agreed by the Company in Writing. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.
  • 9.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Standard Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the agreement as a whole as repudiated.
  • 9.5 Where the Company fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Company’s reasonable control or the Customer’s fault, and the Company is accordingly liable to the Customer, the Company’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
  • 9.6 If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then, without prejudice to any other right or remedy available to the Company, the Company may:
    • 9.6.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
    • 9.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the agreement between Parties or charge the Customer for any shortfall below the price under the said agreement.

10. Payment terms

  • 10.1 The time for payment for the Goods shall be of the essence and shall be stated on the invoice issued by the Company. If no time is stated then payment shall be due thirty (30) days following the date of the invoice.
  • 10.2 All queries or disputes regarding the invoiced amount shall be communicated in Writing by the Customer to the Company within thirty (30) days from the date of the invoice. After which, the Customer is deemed to have accepted the invoiced amount without reservation.
    • 10.2.1 Failure on the part of the Customer to properly maintain any Goods; or
    • 10.2.2 Failure on the part of the Customer to follow any instructions or guidelines provided by the Company; or
    • 10.2.3 The continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
    • 10.2.4 Fair wear and tear, any accident or Act of God; or
    • 10.2.5 The Good(s) and/or workmanship of the Good(s) have been repaired, altered or overhauled by Customer or third parties without the Company’s written consent.
  • 10.3 At the Company’s sole discretion:
    • 10.3.1 Payment shall be due on delivery of the Goods; or
    • 10.3.2 Payment shall be due before delivery of the Goods if the value of the order of the Customer exceeds S$10,000.00; or
    • 10.3.3 For first-time Customers, a deposit amounting to 50% of the price of the Goods shall be immediately payable upon placing orders by the Customer and any acceptance by the Company of the Customer’s orders prior to payment shall not be deemed to be an agreement between the Customer and the Company for the Goods unless expressly agreed to in Writing by the Company and payment shall be due on or before delivery of the Goods as agreed in Writing by the Company;
    • 10.3.4 Payment for approved Customers shall be made by instalments in accordance with the Company’s payment schedule; or
    • 10.3.5 Payment for approved Customers shall be due thirty (30) days following the end of the month in which a statement is posted to the Customer’s address or address for notices.

11. Default and Consequences of Default

  • 11.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due until the date of payment, at a rate of eighteen percent (18%) per annum or the maximum allowable interest under law as mutually agreed between Parties, whichever is the lesser and such interest shall compound monthly at such a rate after as well as before any judgment.
  • 11.2 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Company from and against all costs and disbursements incurred by the Company in pursuing the debt including legal costs on a solicitor and client basis and the Company’s collection agency costs.
  • 11.3 Without prejudice to any other remedies the Company may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the Company may suspend or terminate the supply of Goods to the Customer and any of its other obligations under these Standard Conditions and the terms and conditions in the Quotation or Order agreed between Parties. The Company will not be liable to the Customer for any loss and damage the Customer suffers because the Company has exercised its rights under this clause.
  • 11.4 If any account remains overdue after thirty (30) days then an amount of fifty dollars ($50.00) per week will be charged for the first month for administration fees which sum shall become immediately due and payable, then interest will be accrued daily onwards as per Clause 11.1.
  • 11.5 Without prejudice to the Company’s other remedies at law the Company shall be entitled to terminate the Agreement or cancel or suspend any present or further deliveries of Goods to the Customer or any other obligation of the Company to the Customer which remains unfulfilled and all amounts owing to the Company shall, whether or not due for payment, become immediately payable in the event that:
    • 11.5.1 Any money payable to the Company becomes overdue, or in the Company’s opinion the Customer will be unable to meet its payment as they fall due; or
    • 11.5.2 The Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
    • 11.5.3 A receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

12. Warranties

  • 12.1 Subject to the conditions set out below, the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for such period as the Company may from time to time specify.
  • 12.2 In respect of Laminated Glass supplied by the Company (“Laminated Glass”), the period of warranty is limited to one month from the date of delivery to the direct Customer only (“Laminated Glass Warranty”) and the scope of this Laminated Glass Warranty shall be limited to manufacturing defects resulting in edge separation which materially obstruct vision through the Laminated Glass surface as determined by the Company at their sole discretion and shall not be extended to the following situations where:
    • 12.2.1 The Laminated Glass surface or panes have been broken or fractured;
    • 12.2.2 The Laminated Glass was subjected to standing water or other liquids;
    • 12.2.3 The Laminated Glass product is damaged or altered by handling, storage and fabrication;
    • 12.2.4 The Laminated Glass was damaged due to use of such glazing lubricants, glazing soaps, incompatible glazing gaskets, glazing sealants, cleaning fluids, moisture, or building runoff, gluing or attachment of applied films, direct contact with paints, adhesives, solvents or insulation, or exposure to solvent or chemical fumes which are incompatible for use with Laminated Glass;
    • 12.2.5 The Laminated Glass was discarded or destroyed;
    • 12.2.6 The Laminated Glass was installed in water craft, solar collectors, or commercial refrigeration products;
    • 12.2.7 The Laminated Glass PVB or Resin Interlayer was cut with the assistance of flammable liquids, either ignited or non-ignited; and the like.
  • 12.3 There shall be no warranty or claims for defects where the discrepancy from the agreed condition of the Good(s) is insignificant or the impairment of use of the Good(s) is insignificant in the Company’s opinion and where the defect or damage of the Good(s) is due to or arising from:
    • 10.2.1 Failure on the part of the Customer to properly maintain any Goods; or
    • 10.2.2 Failure on the part of the Customer to follow any instructions or guidelines provided by the Company; or
    • 10.2.3 The continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
    • 10.2.4 Fair wear and tear, any accident or Act of God; or
    • 10.2.5 The Good(s) and/or workmanship of the Good(s) have been repaired, altered or overhauled by Customer or third parties without the Company’s written consent.
  • 12.4 For Goods which are not manufactured or produced by the Company, in so far as it is reasonable to do so, the Company will transfer to the Customer the benefit of any transferable warranties given by the relevant manufacturer of the Goods (subject always to the terms and conditions and limitations of any such warranty) and any other rights which the Company may enforce against the manufacturer. The Customer’s remedies relating to any claim that the Goods are defective or not in accordance with the Agreement or not in accordance with any express description, representation, condition or warranty implied by law or any other claim in respect of the Goods or any workmanship relating thereto shall in all cases be limited to enforcement of the manufacturer’s warranty (as mentioned above). THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES, COMPENSATION, COSTS, EXPENSES , LOSSES OF ANY KIND, DIRECT OR INDIRECT OR CONSEQUENTIAL OR ANY OTHER REMEMEDY WHICH WOULD OTHERWISE BE AVAILABLE IN LAW IS HEREBY EXCLUDED (SAVE ONLY TO THE EXTENT THAT SUCH EXCLUSION IS PROHIBITED BY THE APPLICABLE GOVERNING LAW. IT IS THE CUSTOMER’S OBLIGATION TO REQUEST COPIES OF ANY APPLICABLE MANUFACTURER WARRANTIES AND THE CUSTOMER SHALL BE DEEMED TO HAVE ACCEPTED SUCH WARRANTIES UPON ACCEPTANCE OF DELIVERY OF THE GOODS.
  • 12.5 In respect of all claims by the Customer, the Company shall not be liable or be deemed to be in breach of these Standard Conditions or any other terms of agreement(s) entered into between the Customer and the Company by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods, whether it be replacement of Goods or repairs to Goods or in properly assessing the Customer’s claim(s) or otherwise.

13. Place of Performance, Governing Law and Jurisdiction

  • 13.1 The place of performance of all obligations including returns, shall be Singapore unless otherwise agreed.
  • 13.2 This Agreement is made in Singapore and shall be governed and construed with the laws of Singapore and the Customer and the Company agree to submit to the non-exclusive jurisdiction of the Singapore courts.

14. Dispute Resolution

  • 14.1 Subject to Clause 14.2, any dispute to any matter arising under, out of, or in connection with any agreement signed between the Company and the Customer to which these sales and supply conditions apply shall be referred to and determined by arbitration at the Singapore International Arbitration Centre (“SIAC”) and in accordance with its International Arbitration Rules (“Arbitration”). In any such Arbitration, the tribunal shall consist of one arbitrator, the seat of the Arbitration shall be Singapore and the language of the Arbitration shall be English.
  • 14.2 Without prejudice to Clause 14.1 above, the Company shall have the right to elect that any dispute as to any matter arising under, out of, or in connection with any agreement signed between the Company and the Customer to which these sales and supply conditions apply be referred to Arbitration as provided under Clause 14.1 or to have the dispute referred to and finally resolved by the courts of Singapore and the Parties agree to submit to the non-exclusive jurisdiction of the Singapore Courts.

15. Waiver

No waiver by the Company of any breach of these Standard Conditions shall be considered as a waiver of any subsequent breach of the same or any other term under these Standard Conditions.


16. Assignment

  • 16.1 The Company may without prior consent of the Customer or any other person at any time assign all or any part of its rights and benefits under this Agreement to any party.
  • 16.2 The Customer may not assign or transfer all or part of its rights or obligations under this Agreement without the prior written consent of the Company.

17. Contracts (Rights of Third Parties) Act

A person who is not a party to the Agreement between the Company and the Customer shall have no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enjoy or enforce any of its terms or any of the terms and conditions contained herein.


18. Notices

Any notice required or permitted to be given by either party to the other under these Standard 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.


19. Severability and Enforceability

If any provision of these Standard 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 Standard Conditions and the remainder of the provision in question shall not be affected.


20. Amendments to Standard Conditions

The Company may, at any time and from time to time, amend these Standard Conditions.


21. Interpretation

If there is any conflict or inconsistency between any provision of the Agreement and any provision of these Standard Conditions, such conflict or inconsistency will be resolved in a manner most favourable to the Company. However, if such conflict or inconsistency cannot be so resolved, the provisions of the Standard Conditions will prevail over the provisions of the Agreement.


22. Entire Agreement

These Standard Conditions and the terms and conditions as stated in the Quotation or Order as agreed between Parties shall constitute the entire agreement between the Parties and shall take effect according to its tenor notwithstanding any prior agreement in conflict or variance with it or any correspondence or documents relating to the subject matter hereof which may have passed between the parties before its execution.