TERMS AND CONDITIONS OF SALE
PLEASE READ THESE TERMS OF SALE CAREFULLY BEFORE PLACING YOUR ORDER AND
RETAIN A COPY OF THESE TERMS AND YOUR ORDER FOR FUTURE REFERENCE.
THESE TERMS SHOULD BE READ CAREFULLY BY YOU BEFORE YOU USE OUR WEBSITE OR PLACE AN ORDER FOR GOODS FROM THE COMPANY AFTER HAVING ACCESSED THE WEBSITE.
YOU WILL BE ASKED TO ACCEPT THESE TERMS BEFORE ACCESSING THE WEBSITE. IF YOU DO
NOT ACCEPT THESE TERMS YOU SHOULD NOT ACCESS OR USE OUR WEBSITE.
In these Conditions:
‘BUYER’ means the person who accepts a quotation from Wing Kok for the sale of any Goods or whose order for Goods is accepted by Wing Kok.
‘CONDITIONS’ means the terms and conditions of sale of Wing Kok set out in this document and includes any special terms and conditions agreed in Writing (as defined below) between the Buyer and Wing Kok.
‘CONTRACT’ means the contract for the purchase and sale of the Goods which shall be deemed to have been made on these Conditions upon the Buyer having acknowledged his confirmation of the Quotation Document when such Quotation Document has been signed by or on behalf of the Buyer.
‘GOODS’ means such goods described more particularly in the Quotation Document and to be supplied by Wing Kok in accordance with these Conditions (as next defined).
‘WEBSITE’ means such website operated by Wing Kok on which Goods are described and displayed.
‘WING KOK’ means WKmarkets Pte Ltd of 621 Aljunied Road, #02-04 Lipo Building, Singapore 389834 (registered in Singapore under number 201000132W).
‘WRITING’ includes telex, cable, facsimile transmission, electronic mail and post and any other comparable means of communication.
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.
The headings in these Conditions are for convenience only and shall not affect their interpretation. Other terms defined in the Conditions shall bear the meanings as defined herein.
2. Basis for the Sale
2.1 Wing Kok shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of Wing Kok (“Wing Kok’s Quotation Document”) which is accepted by the Buyer, or any written order of the Buyer (“the Buyer’s Order”) which is accepted by Wing Kok, subject in either case to these Conditions, which shall govern the Contract 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 Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and Wing Kok.
2.3 Wing Kok’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by Wing Kok in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.4 Any typographical, clerical or other error or omission in any sale literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Wing Kok shall be subject to correction without any liability on the part of Wing Kok.
2.5 Any advice or recommendation given by Wing Kok or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by Wing Kok is followed or acted upon entirely at the Buyer’s own risk, and accordingly Wing Kok shall not be liable for any such advice or recommendation which is not so confirmed.
2.6 All Goods are subject to availability and may not be available in stock at the time of your order.
3. Orders and Specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by Wing Kok unless and until confirmed in Writing by Wing Kok’s authorised representative.
3.2 The Buyer shall be responsible to Wing Kok for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving Wing Kok any necessary information relating to the Goods within a sufficient time to enable Wing Kok to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in Wing Kok’s Quotation Document (if accepted by the Buyer) or the Buyer’s Order (if accepted by Wing Kok).
3.4 The specification and design of the Goods (including the copyright, design right or other intellectual property in them) shall be the property of Wing Kok. Where any designs or specifications have been supplied by the Buyer for manufacture by or to the order of Wing Kok then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of goods shall not infringe any of the rights of any third party.
3.5 If the Goods are to be manufactured or any process is to be applied to the Goods by Wing Kok in accordance with a specification submitted by the Buyer, the Buyer shall indemnify Wing Kok against all loss, damages, costs and expenses awarded against or incurred by Wing Kok in connection with or paid or agreed to be paid by Wing Kok in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from Wing Kok’s use of the Buyer’s specification.
3.6 Wing Kok reserve the right to make any changes in the specification of the Goods without notice to the Buyer which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to Wing Kok’s specification, which do not materially affect their quality or performance.
3.7 No order which has been accepted by Wing Kok may be cancelled by the Buyer except with the agreement in Writing of Wing Kok and on terms that the Buyer shall indemnify Wing Kok 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 Wing Kok as a result of cancellation.
3.8 The description, specification and price of certain Goods will be shown on the Website or shall otherwise be notified by Wing Kok to the Buyer. Every effort will be made to ensure that all descriptions, specifications and prices as shown on the Website are accurate. However, please note that the specifications and price as shown on the Website may be subject to change.
4. Price of the Goods
4.1 The price of the Goods shall be Wing Kok’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in Wing Kok’s published price list current at the date of acceptance of the order. Wing Kok may make their published price list available on the Website.
4.2 Where the Goods are supplied for export from Singapore, Wing Kok’s published export price list shall apply. All prices quotes are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by Wing Kok without giving notice to the Buyer.
4.3 Wing Kok reserve the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to Wing Kok which is due to any factor beyond the control of Wing Kok, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give Wing Kok adequate information or instructions.
4.4 Except as otherwise stated under the terms of any quotation or in any price list of Wing Kok, and unless otherwise agreed in Writing between the Buyer and Wing Kok, all prices are given by Wing Kok on an ex- works basis, and where Wing Kok agrees to deliver the Goods otherwise than at Wing Kok’s premises, the Buyer shall be liable to pay Wing Kok’s charges for transport, packaging and insurance.
4.5 The price of the Goods is exclusive of any applicable Goods and Services Tax or any other applicable sales tax, which the Buyer shall be additionally liable to pay to Wing Kok.
4.6 The cost of any pallets or returnable containers or ancillaries will be charged to the Buyer in addition to the price of the Goods, if they are required to ensure safe delivery of the Goods.
5. Terms of Payment
5.1 Wing Kok shall be entitled to invoice the Buyer for the price of the Goods at any time after a Contract is entered into for the Goods.
5.2 The Buyer shall pay the price of the Goods either (a) upon delivery of the Goods or (b) on such other date as may be indicated on the Quotation Document, failing which Goods shall not be delivered or released to the Buyer.
5.3 If the Buyer fails to make any payment on the due date then, Wing Kok shall be entitled to:
- cancel the Contract or suspend any further deliveries to the Buyer;
- appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract between the Buyer and Wing Kok) as Wing Kok may think fit (notwithstanding any purported appropriation by the Buyer); and/or
- charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 1.5% per month from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.4 Payment shall be made in cash, by cheque (subject to approval by Wing Kok) or by credit card acceptable to Wing Kok.
6.1 Delivery of the Goods shall be made by Wing Kok at such place of delivery as may have been agreed between the Buyer and Wing Kok.
6.2 Any dates quoted for delivery of the Goods are approximate only and Wing Kok shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence unless previously agreed by Wing Kok in Writing. The Goods may be delivered by Wing Kok in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered in instalments, failure by Wing Kok to deliver any one or more of the instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If Wing Kok fails to deliver the Goods for any reason other than any cause beyond Wing Kok’s reasonable control or the Buyer’s fault, and Wing Kok is accordingly liable to the Buyer, Wing Kok’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest alternative market) of goods of similar specification to the Goods to replace those not delivered over the price of the Goods.
6.5 If the Buyer fails to take delivery of the Goods or fails to give Wing Kok adequate delivery instructions at the time stated for delivery then, Wing Kok may:
- store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
- sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the price under the Contract.
7.1 Any installation services to be undertaken by Wing Kok shall be limited to the description of work in Wing Kok’s Quotation Document or the Buyer’s Order. Such services shall not include any changes to Buyer’s structures unless specifically noted. Any expected delivery date is an approximate date and is subject to change. Wing Kok are not responsible for any delays in installation caused by unavailability of materials, manufacturer’s delay, the funding of any improvement loans, changes or alterations in the work requested by the Buyer or required by applicable law, or resulting from incorrect information or measurements supplied by the Buyer, the Buyer’s failure to do those things required to facilitate installation of the Goods, the Buyer’s acts of negligence, acts of God, weather, fire, strikes, war, governmental regulations or any causes beyond the control of Wing Kok. If the Buyer has claims against Wing Kok for problems arising out of the installation, the Buyer shall give Wing Kok written notice within seven (7) days of their first occurrence or the Buyer first being aware of such problem or defect.
7.2 Wing Kok shall complete any installation in a workmanlike manner and in accordance with all applicable codes and ordinances. However, Wing Kok are under no obligation to begin or complete any installation if such installation cannot be performed in accordance with applicable codes or ordinances. Wing Kok may, at the Buyer’s request, perform additional work to comply with applicable codes and ordinances, subject to the Buyer’s prior written approval and for an additional fee. The Buyer agrees that Wing Kok has no responsibility for any injuries or damages caused to the Buyer, whether directly or indirectly, by Wing Kok or any installation.
7.3 The Buyer shall grant free access of work areas to Wing Kok or its authorised representatives and any necessary vehicles during normal work hours.
7.4 The Buyer agrees that any changes, additions or alterations in any installation may require an additional fee and must be approved by Wing Kok in writing before they are made. Moreover, the method of payment for additions or alterations must be approved prior to work beginning on the alteration or addition to the project. Additional work required which was not visually evident at the time of the site assessment and quotation is subject to extra charges. Wing Kok reserves the right to halt work until the additional work costs are agreed in writing and payment is arranged.
8. Risk and Property
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when Wing Kok has tendered delivery of the Goods.
8.2 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 Wing Kok 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 Wing Kok to the Buyer for which payment in then due.
8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as Wing Kok’s agent and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as Wing Kok’s property. The Buyer shall still be entitled to sell or use the Goods in the ordinary course of its business but shall immediately account to Wing Kok for the proceeds of sale of the Goods, including any insurance proceeds.
8.4 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) Wing Kok shall be entitled at any time to require the Buyer to deliver up the Goods to Wing Kok and to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
8.5 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 Wing Kok but if the Buyer does so, all monies owing by the Buyer to Wing Kok shall (without prejudice to any other right or remedy of Wing Kok) forthwith become due and payable.
8.6 The Buyer shall not be entitled to withhold payment of any amount payable under the Contract to Wing Kok because of any disputed claim of the Buyer in respect of defective Goods or any other breach of the Contract nor shall the Buyer be entitled to set off against any amount payable under the Contract to Wing Kok any monies which are not then presently payable by Wing Kok for which Wing Kok disputes liability.
9. Warranties and Liability
9.1 Subject to the conditions set out below, Wing Kok warrants that at the time of delivery the Goods will correspond with their specification as set out in the Wing Kok Quotation Document or the Buyer’s Order as accepted by Wing Kok and will be free from defects in material workmanship for such period as set out in the Quotation Document or otherwise as communicated in writing by Wing Kok to the Buyer.
9.2 The above warranty is given by Wing Kok subject to the following conditions:
- Wing Kok shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
- Wing Kok shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Wing Kok’s instructions (whether oral or in writing); misuse or alteration or repair of the Goods without Wing Kok’s approval;
- Wing Kok 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 by the due date for payment;
- The above warranty does not extend to parts, materials or equipment not manufactured by Wing Kok 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 Wing Kok.
9.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act (Chapter 396) of Singapore) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.4 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 to Wing Kok within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify Wing Kok accordingly, the Buyer shall not be entitled to reject the Goods and Wing Kok shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
9.5 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 specification is notified to Wing Kok in accordance with these Conditions, Wing Kok shall be entitled to replace the Goods (or the part in question) or at Wing Kok’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) but Wing Kok shall have no further liability to the Buyer.
9.6 Except in respect of death or personal injury caused by Wing Kok’s gross negligence, Wing Kok shall
not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty,condition or other term, or any duty at common law of under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Wing Kok, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or re- sale by the Buyer, and the entire liability of Wing Kok under or in connection with the Contract shall not exceed the price of the Goods, except as expressly proved in these Conditions.
9.7 Wing Kok 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 Wing Kok’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond Wing Kok’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Wing Kok’s reasonable control:-
- Act of God, explosion, flood, tempest, fire or accident;
- war or threat of war, sabotage, insurrection, civil disturbance or requisition;
- acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
- import or export regulations or embargoes;
- strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Wing Kok or of a third party);
- difficulties in obtaining raw materials, labour, fuel, parts or machinery;
- power failure or breakdown in machinery.
If any claim is made against the Buyer that the Goods infringe or that their use or sale infringes the patent, copyright, design, trademark or other industrial or intellectual property rights of any other person, Wing Kok 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, provided that:
- Wing Kok is given full control of any proceedings or negotiations in connection with any such claim;
- the Buyer shall give Wing Kok all reasonable assistance for the purposes of any such proceedings or negotiations; and
- 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 Wing Kok (which shall not be unreasonably withheld);
- 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 if the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
- Wing Kok shall be entitled to the benefit of, and the Buyer shall accordingly account to Wing Kok 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 unreasonable withheld) to be paid by, any other party in respect of any such claim;
- without prejudice to any duty of a Buyer at common law, Wing Kok shall be entitled to require the Buyer to take such steps as Wing Kok may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which Wing Kok is liable to indemnify the Buyer under this Condition.
11. Insolvency of Buyer
This Condition applies if:
- the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
- an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
- the Buyer ceases, or threatens to cease, to carry on business; or
- Wing Kok reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
If this clause applies then Wing Kok shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
12. Export Terms
12.1 In these Conditions ‘Incoterms’ means the International Rules for the Interpretation of Trade Terms of The International Chamber of Commerce as in force at the date when the Contract is made. 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.
12.2 Where the Goods are supplied for export from Singapore, the provisions of this Condition 12 shall (subject to any special terms agreed in Writing between the Buyer and Wing Kok) apply notwithstanding any other provision of these Conditions.
12.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and the exportation from the country of manufacture and for the payment of any duties there on.
12.4 Subject to Wing Kok’s consent and prior appointment with Wing Kok, the Buyer shall be entitled to attend the testing and inspection of the Goods by Wing Kok and Wing Kok’s premises before transportation. Wing Kok shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
12.5 Payment of all amounts due to Wing Kok shall be made by irrevocable letter of credit opened by the Buyer in favour of Wing Kok and confirmed by a bank in Singapore acceptable to Wing Kok or such other method of payment as may be agreed in writing with Wing Kok.
13. Data Protection
13.1 Wing Kok will take all reasonable precautions to keep the details of any order and payment secure but shall not be liable for unauthorised access to information supplied by the Buyer.
13.2 Wing Kok will only use the information a Buyer provides for the purpose of fulfilling the Buyer’s order, unless the Buyer agrees otherwise. The Buyer may correct any information about such Buyer, or ask for information about such Buyer to be deleted, by giving written notice to Wing Kok at the address, fax number or email address shown below.
13.3 Wing Kok may use technology to track the patterns of behaviour of visitors to the Website and ‘personalise’ a visitor’s viewing experience. This may include the use of a ‘cookie’, which would be stored on a visitor’s browser. The information collected in this way can be used to identify a visitor unless such visitor modifies his browser settings.
13.4 All copyright in the material contained on the Website and any trademarks and brands included in such material belong to Wing Kok or its licensors.
13.5 You may download or copy the content and other downloadable items displayed on the Website solely for personal non-commercial purposes for the purposes of placing an order. Copying or storing the contents of the Website for any other purpose is expressly prohibited.
14. Quotation Document Requirements
On the front of the “Quotation” Document the following words shall appear:-
“This quotation is subject to our standard Terms and Conditions of Sale (“the Conditions”) and shall constitute the Contract (“the Contract”) between us for the supply of the goods (“the Goods”) detailed in this quotation. Please read the Conditions carefully. The supply of the Goods will be subject to satisfactory credit checks.”
15. Order Acknowledgement Requirements
On the “Order Acknowledgement” the following words shall appear:-
“This order is acknowledged in accordance with our standard Terms and Conditions of Sale (“the Conditions”) and shall constitute the Contract (“the Contract”) between us for the supply of the goods (“the Goods”) detailed above. Please read the Conditions carefully. Cancellation/amendment of the Contract must
16.1 General Wing Kok may perform any of its obligations or exercise any of its rights hereunder by itself or through any other entity in its group of companies, provided that any act or omission of any such other member shall be deemed to be the act or omission of Wing Kok.
16.2 Any notice required to be given to the Buyer under these Conditions shall be in Writing addressed to the Buyer at its registered office or principal place of business. Any notice required to be given to Wing Kok shall be in Writing addressed to 621 Aljunied Road, #02-04 Lipo Building, Singapore 389834 or any other address notified in Writing by Wing Kok to the Buyer.
16.3 No waiver by Wing Kok 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.
16.4 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.
16.5 The Contract shall be governed by the laws of Singapore and the Buyer agrees to submit to the nonexclusive jurisdiction of the Courts of Singapore.
16.6 Any person who is not a party to these Conditions has no right under the Contracts (Rights of Third Party) Act (Chapter 53B) of Singapore (“the Act”) to enforce any term of these Conditions but this does not affect any right or remedy of a third party which exists or is available apart from that Act.