General Terms and Conditions
of RGU ASIA PTE LTD , valid from 17th January 2017 – REV1
- General provisions
All deliveries and services are governed by these General Terms and Conditions of Supply. The express written approval of RGU ASIA is required for the variation of the terms hereof, in particular for conflicting terms and conditions. All orders for goods and services as well as any special assurances must be confirmed in writing by RGU ASIA.
- Prices and pricing levels
The goods and services are provided at the prices and pricing levels of the written order confirmation. The prices and pricing levels stipulated therein are binding. Any travel costs incurred for services provided on site will be charged separately. Within the Republic of Singapore, prices are net prices, exclusive of GST applicable on the date of the invoice. For delivery and services provided outside the Republic of Singapore, prices are exclusive of any customs duties and charges incurred in connection with the export.
- Price basis and prices subject to changes
All our prices are based on the international rules for the interpretation of commercial contract terms (Incoterms) underlying the “ex works” clause, in each case with reference to the location of the RGU ASIA branch which is to provide the performance. We reserve the right to adjust our prices if the cost basis of such price changes. For a) hardware, the list prices of the hardware manufacturer on the date of the quotation, and for b) software, the general cost basis applicable on the date of the quotation shall apply.
Invoices are due for payment within 14 days after partial performance and invoicing subject net within 30 days. Invoices for services of any kind which are due for payment without deduction upon receipt of the invoice are due for payment immediately. In the event of payment default, RGU ASIA is entitled to charge interest at the rate of 3 % p.a. above the base interest rate of the Singapore Central Bank as of the date of maturity. If the delivery of the goods or performance of the service is delayed for reasons beyond the sphere of responsibility of RGU ASIA, the entire purchase price or the purchase price for the partial delivery or partial service shall be due for payment at the latest upon notification of delivery or performance readiness.
- Delivery dates
All delivery dates in our offers are non-binding. Delivery dates are only binding if so confirmed expressively in our order confirmation. If non-compliance with a time-limit is caused by unforeseeable circumstances beyond the control of RGU ASIA the time-limit is extended accordingly. In the event of a delivery delay, the CUSTOMER is entitled, after unsuccessful expiry of a grace period set by RGU ASIA of no less than 30 days, to rescind the delivery and service contract in question without costs. Any claims for compensation of the CUSTOMER for delayed delivery of goods or performance of services are not permitted. RGU ASIA does not assume any further liability for delivery delays. The limitation does not apply to cases of mandatory liability for intentional or grossly negligent acts of RGU ASIA. RGU ASIA is entitled to carry out the delivery in partial deliveries or partial performance with a given revised timeline. The payment periods pursuant to paragraph 4 apply mutatis mutandis.
- Cancellation or changes to the order
If the cancellation of an order or a change to an order causes a delay in the delivery of goods or performance of a service, 10 % of the value of the corresponding partial delivery or partial performance is due for payment at the request of RGU ASIA as compensation for the costs incurred by RGU ASIA, if the cancellation or change to the order occurs later than 75 days before the delivery date stipulated in the order confirmation. The right to assert claims for further damage remains reserved. The right of the CUSTOMER to prove that the damage actually incurred was substantially less or that no damage was incurred remains unaffected.
- Retention of title
RGU ASIA retains title to the delivered goods until full payment of the purchase price and until satisfaction of all, even future, claims (to the balance from the current account). The CUSTOMER does not obtain ownership of the delivered goods by incorporating them into other devices. Any processing of products supplied by RGU ASIA is done on behalf of RGU ASIA. If the CUSTOMER installs goods delivered by RGU ASIA into goods of third parties, RGU ASIA becomes co-owner of the newly created products at the ratio of the value of its products to the value of the other goods used belonging to third parties. The products thus created are deemed to be goods subject to retention of title by RGU ASIA. Provided that the CUSTOMER complies with its payment obligations vis-à-vis RGU ASIA, the CUSTOMER may resell the delivered products or the products created as a result of combination in the ordinary course of the CUSTOMER’s business and only subject to retention of title. Reserved goods may not be pledged or transferred as security. In the event that third parties seek to lay claim to the goods under retention of title, the CUSTOMER will inform them of RGU ASIA’s title and notify RGU ASIA without undue delay. The CUSTOMER assigns already now to RGU ASIA all claims and ancillary rights to which the CUSTOMER is entitled by virtue of the resale/lease and the business relation with its buyers/lessees in connection with the resale or lease equivalent to the amount of the value of the supplied products.
- Set-up and operational readiness, transfer of risk
Unless otherwise agreed, RGU ASIA will install the products itself or have them installed by a third party and inform the CUSTOMER of operational readiness. The risk passes to the CUSTOMER upon operational readiness, in the case of “ex works” deliveries, upon handing the goods to the carrier.
9.1 Software: RGU ASIA warrants that the software complies with the specifications provided by RGU ASIA or, in the case of third-party software, with the program documentation provided by the software manufacturer and has been generated with due care and professional expertise. However, according to the present state of the art it is not possible to completely exclude any errors in the software. The CUSTOMER is responsible for the selection of the software functions, the use of the software as well as for the results achieved with it.
RGU ASIA will correct software errors (or in the case of third-party software, have them corrected by the software manufacturer) that impair the intended use not merely insignificantly, in particular — at the choice of RGU ASIA and depending on the significance of the error — by delivery of an improved software version or by offering instructions for eliminating or working around the effects of the error. In the event of a failed repair or substitute delivery, the CUSTOMER is not entitled to reduce the purchase price or to demand reimbursement of the remuneration or rescind the contract.
The CUSTOMER shall grant RGU ASIA a reasonable period of time and opportunity to eliminate the effect. If the CUSTOMER fails to do so, RGU ASIA is released from its obligations under the warranty. The warranty lapses if a defect is caused by the fact that the CUSTOMER or a third party has made unauthorised changed to the products, has used or repaired the products unprofessionally or has not installed, operated and maintained the products in accordance with the guidelines of RGU ASIA or of the software or hardware suppliers. Unless otherwise agreed, the warranty applies for a period of three months from date of installation. To the extent that the suppliers of hardware or of third-party software grant longer warranty periods, such longer periods shall apply.
- Claims for compensation
Claims for compensation against RGU ASIA, irrespective of their legal cause (e.g. consulting errors, breaches of subsidiary contractual obligations, delict or product liability), as well as against persons used to perform its obligations and its vicarious agents, and in particular for indirect consequential damage, are excluded. This does not apply in cases of mandatory liability based on intentional or grossly negligent conduct or for the absence of warranted properties. To the extent that claims for compensation against RGU ASIA or against persons used to perform its obligations or its vicarious agents exist, such claims shall be prescribed within 6 month after delivery of the products, i.e. installation of the software, or in the case of systems, as of notice of operational readiness calculated from the date of the performed service.
In the event of a violation of Singapore industrial property rights (including copyright), RGU ASIA will hold the CUSTOMER harmless from and against any claims for compensation in connection with the use of a RGU ASIA product asserted by the owner of such rights. In addition, RGU ASIA will provide the CUSTOMER in principle with the right to further use of the product. If this is not possible at economically feasible conditions, RGU ASIA will — at its choice —either change or replace the product in such a way that the proprietary rights are not violated. The above obligations of RGU ASIA only apply if the CUSTOMER informs RGU ASIA without undue delay about the claims directed against it and if RGU ASIA retains all defence options, including out-of-court settlements, and provided the breach of the proprietary right is not caused by the fact that a product supplied by RGU ASIA has been changed, has not been used in accordance with the manner described in an RGU ASIA publication (or in the case of a third-party supplier, in the publication of the supplier) or is being used with products not supplied by RGU ASIA. Subject to paragraph 10, this provision applies to all obligations of RGU ASIA in connection with proprietary rights.
- Copyright and rights of use in the software
RGU ASIA programs or programs supplied by third parties are subject to copyright protection. A non-exclusive and non-transferable right to use in the programs and their related documentations and subsequent amendments is awarded to the CUSTOMER for internal use of the products that are supplied for the programs. RGU ASIA, or in the case of third-party software, the software supplier, reserves all other rights in the programs and documentation, in particular the right to make copies and the right to subsequent supplements. The CUSTOMER shall ensure that these programs and documentations are not accessible to third parties without the prior written consent of RGU ASIA. Copies, as a matter of principle, may only be made for archiving purposes, as substitute or for troubleshooting purposes.
The CUSTOMER may transfer the rights and obligations from the contract only with the written consent of RGU ASIA. The CUSTOMER is only entitled to offset its claims or exercise a right of retention against claims of RGU ASIA if the CUSTOMER’s claims are uncontested or confirmed in a final and binding judgement. In the event of the invalidity of individual provisions, the remaining provisions of these General Terms and Conditions of Supply remain effective.
Place of performance is Singapore. The place of jurisdiction for all claims arising out of this contract and in connection with this contract is the Republic of Singapore. RGU ASIA is also entitled to file a claim at the court that has jurisdiction over the place of the registered office/residence of the CUSTOMER if deemed desired.
These T&C’s are binding with offer and purchase order by CUSTOMER even if not explicitly mentioned in the contract.
Governing law of contract: Singapore law
Any dispute relating to the formation, performance or any matter arising from the terms and conditions herein or the underlying agreement shall be referred exclusively to the jurisdiction of the Singapore court.
Parties agree to attempt to amicably resolve any dispute by mediation for a period of 60 (sixty) days from the date of reference to the mediator, following which the parties agree that the dispute or unresolved issues in the dispute shall be referred to the Singapore court for resolution.
Last updated: 2020-09-08