Terms and Conditions for Purchase

• Description, Quantity and Price

• • As per attached Purchase Order NO: P-90XXX, Rev.XX

 

• Country of Origin and Manufacturer

 

• • Example … Country of Origin and Manufacturer: Ex Works Singapore

 

• Payment Terms (Example)

• • 100% of total contract value will be paid through an irrevocable letter of credit at sigh, which will be opened 30 days before shipment, on submission of shipping documents stipulated in the Clause 8.

 

• • The seller shall issue 10% warranty bond, the warranty bond shall be valid till the end of warranty period stipulated in the Clause 10.

 

• Delivery Time

• • Delivery Time: Example … 30th May 2006

 

• Final Destination

 

• • Final Destination: Example …. People’s Republic of China

 

• Packing

• • To be packed in new strong wooden case(s), suitable for long distance ocean transportation and to change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, and rust and anti-frozen.

 

• • The seller shall be liable for any damage and loss of the commodity and expenses incurred on account of improper packing and for any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing.

• • For packing material the Chinese government requires:

 

• One (1) original     Declaration of No-Wood Packing Material or
• One (1) original     Fumigation Certification for Wood Packing Material and must comply with IPPC standard.

• Shipping Instructions

 

• • Consignee  :      ???

Addressee  ;      ???

C/O            :      if any, ???

• • Notified Party

 

Safety Systems Engineering Pte. Ltd.
No.1 Kaki Bukit Road 1, #02-17, Enterprise One, Singapore 415934

Fax. No.     :      +65 6749 7991
Tel No.      :      +65 6788 2048
Attn          :      Mr. John K.L.Pan

• • Shipping Marks:

 

Example: Shell China Exploration and Production Co., Limited
Xingang Port (or Tianjin Airport if by air),
Tianjin, People’s Republic of China

“For use in Changbei Block, Yulin, Shaanxi Province (Clusters)”

Further, the GOODS shall be tagged as follows:
SCEPCO
CHANGBEI PROJECT
PO NO. CB-C-00050
ATTN: ______________
SELLER: _____________
TEL. NO. : _____________

 

• Shipping Documents Delivery

• • The following documents shall be delivered to:

 

Safety Systems Engineering, Attention: John K.L.Pan

• Three (3) original Commercial Invoice
• Three (3) original Packing List
• Three (3) original Certificate of Origin
• One (1) Original Third Party Inspection Certificate (DnV, ABS or Lloyds)
• One (1) original Notice of Shipment
• One (1) original Declaration of No-Wood Packing Material or One (1) original Fumigation Certification for Wood Packing Material and must comply with IPPC standard.

 

• Documentation

• • The Seller shall submit drawings and other documentation as listed below.
  • Work shall not commence until the Seller has received written instructions from Buyer to proceed or Seller documents for approval have been signed and returned.
  • All documentation shall be in the English language and use Metric units.
  • Example … The following documents shall be provided:
    • Certified dimensional drawings
    • Detail specification / data sheet
    • Detail Valve drawing showing valve assembly
    • Wiring connection diagrams
    • Valve Cv calculation and valve performance curves
    • ITP or FAT
    • Instruction / Maintenance Manual
    • Explosion proof certificates for components
    • Manufacturer’s literature for the control offered and its accessories
    • Parts list
    • Gantt Chart or equivalent showing project schedule
  • All the paper documents and drawing shall be supplied along with electrical version, in the format of PDF, in two (2) CD-R.

 

• Guarantee of Quality

• • The Seller guarantee that the commodity hereof is made of the best materials with first class workmanship, brand new and unused, and complies in all respects with the quality, performance and specifications stipulated in this contract and conforms to the technical manuals of the commodities contracted. The guarantee period shall be 12 months after commissioning or 18 months after arrival of goods, which occur first.

 

• Inspection and Claim

• • After arrival of the goods at the plant site, the buyer shall apply to the China Import & Export Commodity Inspection Bureau (hereinafter referred to as the Bureau) for a preliminary inspection in respect of the quality, specifications and quantity/weight of the goods and a Survey Report shall be issued therefore.
  • Within the warranty period stipulated in Clause 10 hereof, should the quality, specifications, or quantity be found not in conformity with the stipulations of the contract except those claims for which the insurance company or the shipping company are liable, the buyer shall, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for refuse to acceptance or for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges, etc.) shall be borne by the seller.
  • If the seller fails to answer the buyer within one month after receipt of the aforesaid claim shall be regarded as having been accepted by the seller.

• Settlement of Claims

• • The Seller is liable for the discrepancies and a claim made by the Buyer within the period of claim or warranty period as stipulated in Clauses 10 of this Contract, in the case that the Seller is unable to bring the delivered equipment to reach the required performance, repair the equipment properly within a reasonable time. The Seller shall settle the claim upon the agreement of the Buyer in the following ways:

 

1. The Seller shall agree to the rejection of the Contract Goods and refund to the Buyer the value of the Contract Goods so rejection in the same currency as contracted herein, and to bear all direct losses and expenses in connection therewith including interest accrued, banking charges, freight, insurance premium, inspection charges, storage, stevedore charges and all other necessary expenses required for the custody and protection of the rejected Contract Goods.
2. The Seller shall devaluate the Contract Goods according to the degree of inferiority, extent of damage and amount of losses suffered by the Buyer.
3. The Seller shall replace the defective Contract Goods with new ones, which conform to the specifications, quality and performance as stipulated in this Contract, and bear all expenses incurred to and direct losses sustained by the Buyer. The Seller shall, at the same time, guarantee the quality of the replacement of Contract Goods as specified in Clause 10 of this Contract.

 

• Infringement and Indemnification

• • If a third party claims that any Contract Goods including any Technical Documentation supplied by the Seller to the Buyer for use by the End-user infringes any Intellectual and /or industrial properties of a third party, the Seller shall defend the Buyer and the End-user against the claim at the Seller’s expense and pay all costs, damages and legal fees that a court finally awards and compensate the Buyer and End-user for the losses and damages of the Buyer and the End-user.

 

• Liquid Damages

• • In case of late delivery of the GOODS or any part thereof after the agreed contractual DELIVERY TIME, the SELLER shall pay 1 percent (1%) of the value of the portion of the GOODS which is late per week of delay, pro-rated on a daily basis, up to a maximum aggregate of ten percent (10%) of the total PURCHASE ORDER value.

 

• Force Majeure

• • The seller/the buyer shall not be held responsible for being unable to carry out this contract due to Force Majeure such as war, serious fire, flood, typhoon and earthquakes or other events agreed upon by both parties, which might occur during the process of manufacturing or in the course of loading or transit. The seller/the buyer shall advice the buyer/seller immediately of the occurrence mentioned above within fourteen days thereafter, the seller/the buyer shall send by airmail to the buyer/the seller for their acceptance a certificate of the accident issued by the Competent Government Authorities where the accident occurs as evidence thereof. Under such circumstances, the seller/the buyer, however, are still under obligation to take all necessary measures to expedite/take the delivery of the goods. In case the accident lasts for more than 10 weeks, the buyer or the seller shall have the right to cancel the contract.

 

• Arbitration

• • All disputes in connection with this contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Arbitration Committee of the China Council for the Promotion of International Trade in accordance with the Provisional Rules of Procedure promulgated by the said Arbitration Committee. The arbitration shall take place in China and the decision of the Arbitration Commission shall be final and binding upon both parties; neither party shall seek recourse to a law court not other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party

 

• Effectiveness of Contract

• • This contract shall come into force from the date of signature of this contract by both parties.

 

• Limit of Liability

• • The remedies set forth herein are exclusive, and the total liability of the Seller with respect to this Contract, or any breach thereof, whether based on contract, warranty, negligence, indemnity, strict liability or otherwise, shall not exceed the Contract Price of the specific equipment or service on which the liability is based.
  • In no event, whether based upon contract, tort (including negligence), strict liability or otherwise, and whether arising before or after completion of its obligations under this Contract, shall Seller be liable to Buyer for losses or damages caused by reason of unavailability of the plant, plant shutdowns or service interruptions (including but not limited to loss of use, profits or revenue, inventory or use charges, cost of capital or claims of customers) or special, consequential, incidental, or penal damages of any nature incurred by Buyer, Owner or any third party.

 

• Acceptance

Acknowledgement of Receipt
Accepted by Buyer:                                       Signature & Stamp of SSE: (Signature & Stamp)   Title : For : Date:                                                      Date: