1.1 These terms and conditions of sale (including the Quotation/Confirmation and the terms stated therein) constitute an offer by The Gift Expert (TGE) to the Customer. The Customer accepts the Terms and the Quotation by signing and delivering to TGE the duly accepted Quotation or otherwise indicating in writing to TGE that the Customer accepts the Quotation. The Customer’s order is accepted only upon and subject to these Terms. All other terms and conditions are hereby excluded unless expressly accepted in writing by TGE.
1.2 The price(s) quoted in the Quotation is valid for a period of fourteen (14) days only from the date of the Quotation and TGE reserves the right to revise the price(s) thereafter.
1.3 As part of the offer, TGE may at times request for a deposit of 50% of the invoice amount, to be paid upfront by the Customer. This deposit will be set-off against the final invoice amount after the Customer has taken delivery of the goods. The receipt of the deposit shall be a condition precedent for TGE’s fulfilment of the Customer’s order. For avoidance of doubt, TGE shall only proceed to deliver the goods to the customer’s designated location only after receipt of the deposit for the order.
- Product Artwork
Upon receipt of the duly accepted Quotation, TGE shall (if applicable) provide the artwork of the ordered product(s) (the Artwork) for the Customer’s approval and confirmation. The Customer accepts the Artwork by signing and returning to TGE a copy of the Artwork.
- Product Sample
3.1 Upon receipt of the duly accepted Artwork, TGE shall (if applicable) submit physical or photographic sample(s) of the ordered product(s) (the Sample) in accordance with the approved Artwork for the Customer’s approval and confirmation.
3.2 Rejection by the Customer of the submitted Sample may be based only upon failure of the Sample to conform to the specifications of the Artwork; in the event of any such rejection, TGE, without incurring any liability on its part, will be allowed a reasonable time to review and resubmit a conforming Sample.
3.3 Acceptance by the Customer of the submitted Sample shall be confirmed by the Customer signing on the Sample as well as signing and returning to TGE a Mass Production Confirmation Sheet or otherwise indicating in writing to TGE that the Customer accepts the Sample. No changes or modifications to the Sample shall be permitted upon acceptance by the Customer of the submitted Sample.
4.1 Mass production of the ordered product(s) shall commence upon the acceptance by the Customer of the submitted Sample in the manner set out in clause 3 above and delivery of the goods shall take place in accordance with the lead-time stated in the Mass Production
4.2 Any dates quoted for delivery of the goods are approximate only and TGE shall not be liable for any delay in delivery of the goods howsoever caused. Time for delivery shall not be of the essence unless previously and expressly agreed by TGE in writing.
4.3 On delivery, the Customer shall examine the goods for defects and completeness, and undertake to notify TGE in writing within three (3) days of delivery of any defects, damage, shortage, incompleteness and/ or loss in respect of the goods. If no such notification is received by TGE after the expiration of the said three (3) days, in the sole opinion of TGE, directly or indirectly prevents, frustrates or hinders TGE from fulfilling any of its obligations hereunder, the delivery is conclusively deemed to be in good order and TGE shall be free from any and all claims in respect of the goods delivered.
4.4 TGE shall not in any circumstances be liable, whether in contract or otherwise, to the Customer for any indirect or consequential loss or damage (including, without limitation, loss of profits, loss of contracts or damage to property) or for any claim against the Customer by any third party.
4.5 TGE’s liability for damage or non-delivery of goods duly notified in accordance with the above shall in any event be limited to replacement of goods within a reasonable time (or at TGE’s option, refunding the price thereof) whether the damage or non-delivery is due to TGE’s negligence or otherwise.
4.6 If the Customer fails to take delivery of the goods, then, without prejudice to any other right or remedy available to TGE, TGE may:-
4.6.1 Store the goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
4.6.2 Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Customer for any shortfall below the price under the contract.
- Force Majeure
5.1 The parties hereby agree that the obligations of TGE herein are subject to force majeure and TGE shall be relieved of liability for any loss or damage or inability to carry out the aforesaid obligations if and to the extent to which the fulfilment of such obligation is prevented, frustrated or impeded as a consequence of any such event if the failure or delay arises directly or indirectly from any one or more of the following events (collectively the
Force Majeure Events and each a Force Majeure Event):-
5.1.1 acts of God, outbreak of hostilities, war, invasion, riot, civil disturbance, acts of terrorism, act of foreign enemy, hostilities (whether war has been declared or not), rebellion, revolution, insurrection or military or usurped power,
5.1.2 the act of any government or authority (including refusal or revocation of any licence or consent) or by any statute, rules, regulations, orders or requisitions issued by any government department, council or other duly constituted authority;
5.1.3 fire, explosion, flood, fog or bad weather;
5.1.4 power failure, failure of communications lines, failure or breakdown of plant, machinery or vehicles;
5.1.5 default of suppliers or sub-contractors;
5.1.6 theft, malicious damage, strike, lock-out, union action or industrial action of any kind;
5.1.7 where any virus any disease, bacterial outbreak or any epidemics whatsoever whether or not such virus, bacterial outbreak, disease or epidemics, (a) have been declared by the World Health Organisation or any other relevant world health both as affecting any country (including Singapore); or (b) affect humans, plants, animals or otherwise;
5.1.8 the occurrence of any event, cause or circumstance whatsoever beyond TGE’s reasonable control or which unenforceable term was never been included. Provided always that upon the occurrence of the Force Majeure Event, TGE shall have the option, exercisable by TGE giving written notice to the Customer to either (a) suspend this contract and all of the Parties, obligations hereunder during the period (and only during the period) in which
the Force Majeure Event continues and upon the Force Majeure Event ceasing to
exist during the subsistence of the contact, the obligations of the parties shall continue
on the terms and conditions of this contract until the conclusion of the Event; or (b) terminate this contract.
5.2 Without prejudice to the aforesaid, upon the occurrence of any of the Force Majeure Events, TGE shall not be liable to, and no claim shall lie against TGE by, the Customer, and/or any of its agents, employees, officers, representatives, personnel or independent contractors or any third parties in respect of any loss (including loss of profits) or damages, liabilities, obligations, judgments, claims, demands, legal proceedings, arbitrations, assessments, costs and expenses whatsoever or howsoever suffered or incurred (whether directly or indirectly) as a result of the occurrence of the Force Majeure Event and/or the suspension of this contract and/or the termination by TGE for a Force Majeure Event.
6.1 If the Customer cancels and/or terminates this order at any time after acceptance of the Quotation and the Terms, TGE shall, without prejudice to its any other rights or remedies available to it, be entitled to claim from its Customer: –
6.1.1 Thirty percent (30%) of the total price of the order, if the Customer notifies TGE of the cancellation and/or termination of the order prior to the acceptance by the
Customer of the submitted Sample as provided in clause 3 above.
6.1.2 One hundred percent (100%) of the total price of the order, if the Customer notifies TGE of the cancellation and/or termination of the order after the acceptance by the Customer of the submitted Sample as provided in clause 3 above.
6.2 The Customer hereby agrees and acknowledges that the amounts payable by
it in Clause 6.1 above represents a genuine pre-estimate of the loss that will be suffered
by TGE in the event of the cancellation and/or termination by the Customer.
- Other Provisions
7.1 Any person who is not a party to this contract shall have no right whatsoever under the contracts (Rights of Third Parties) (Chapter 53B) to enforce this contract or any of its terms.
7.2 This contract embodies all the terms and conditions agreed between the parties as to the subject matter of this contract and supersedes and cancels in all respects all previous letters of intent, correspondence and understanding between the parties.
7.3 If any term of this contract is held by a court of competent jurisdiction to be invalid and unenforceable, then this contract, including all of the remaining terms, shall remain in full force and effect as if such invalid or unenforceable term was never been included.
7.4 This contract shall be governed by and construed in accordance with the laws of Singapore and the parties hereto agree to submit to the non-exclusive jurisdiction of the Courts of Singapore.