GENERAL TERMS AND CONDITIONS
Edition may 12, 2016
Standard Terms and Conditions for Sale and Supply of Bonds, Provisions and Parts for HENG LEE ENTERPRISE CORPORATION PTE. LTD.
A – GENERAL INTRODUCTION
A.1 This is a statement of the General Terms and Conditions according to which Heng Lee Enterprise Corporation Pte. Ltd. (defined in Article B below) in Singapore will quote for, offer, sell and deliver provisions and bonded stores.
A.2 Unless expressly otherwise agreed in writing by a member of the Heng Lee Enterprise Corporation Pte. Ltd these terms shall apply for all inquiries, sales and deliveries by Heng Lee Enterprise Corporation Pte. Ltd. Any general trading conditions of another party, including sub-suppliers, shall not apply nor be deemed valid unless accepted in writing by the relevant member of the Heng Lee Enterprise Corporation Pte. Ltd
A.3 In the event that any one or more of the provisions of these General Terms and Conditions may be invalid or unenforceable in any jurisdiction, these General Terms and Conditions shall be deemed automatically amended to omit such provisions and the remaining provisions herein shall remain fully valid and in force as is.
B – DEFINITIONS
Throughout this document the following definitions shall be applied and referred to:
B.1 ‘’Seller’’ means Heng Lee Enterprise Corporation Pte. Ltd. ,Singapore.
B.2 ‘’Buyer’’ shall mean any party asking for offers or quotations, or any party ordering or purchasing, whether or not being Ship Owners, Charter Operators (B/B or T/C), Agents, Managers, Voyage Charterers, Master/Command/Officers or Crew of Vessel(s), Brokers or any other third party ordering or purchasing from any member company of the Buyer.
B.3 ‘’Vessel’’ means the Vessel, Ship, Barge, On- or Off Shore Facility that receives the supply, either as end user or as transfer unit to third party.
B.4 “OPL” means Outside Port Limits.
C – OFFERS, QUOTATIONS AND PRICES
C.1 An agreement shall only be binding upon the Seller upon written confirmation thereof by Seller, by surface mail, telefax or electronic mail.
C.2 Agreements entered into by brokers, agencies or any other representative on behalf of the Seller will only be binding on the Seller upon written confirmation by the Seller.
C.3 The Seller’s prices are based on taxes, duties, costs and charges as known and on the price level of components and parts as known at the time of concluding the agreement. Any later or extra tax, assessment, duty or other charge of whatever nature and however named, or any price increase thereon or any price increase on components and/or parts or additional costs borne by Seller whatsoever caused by any change in the Seller’s contemplated source of supply or otherwise, occurring after the agreement has been concluded, shall be added to the agreed purchase price, provided the Seller shall give the Buyer prior notice to this effect within a reasonable time after the Seller becomes aware of the relevant circumstances.
C.4 All prices and/or tariffs are exclusive of VAT, sales taxes, Export or Import taxes and duties, etc, unless specified otherwise in writing.
D – SPECIFICATIONS – QUALITY/QUANTITY
D.1 The quality and quantity of an order shall be agreed between the Seller and the Buyer and confirmed by Seller in writing.
D.2 In all cases the written order confirmation as issued by Seller shall be the valid documentation for qualities and quantities ordered. It is Buyer’s sole responsibility to address eventual variances from their forwarded orders, should Seller’s confirmation not reflect Buyer’s expectation.
D.3 Should, for whatever reason, the quantity ordered not be available at time of supply the Seller shall be responsible for the difference, but shall have the right to deliver the remainder as soon as such quantity is available for delivery at a convenient port/place in Seller’s reasonable discretion.
E – MEASUREMENT AND VERIFICATION OF SUPPLIED ITEMS
E.1 The Vessel’s Master, Chief Officer or Chief Engineer, or any other officer and/or crew member as appointed and nominated by any of the said officers, shall upon receipt ensure that the delivered quantity and quality is in accordance with the accompanying delivery notes issued by the Seller.
E.2 Any eventual differences in quantity and/or or differences in quantity or agreed quality shall be notified immediately in writing to the Seller or its local representative. E.3 Should, for any reason whatsoever, such delivery site verification not be made by the Vessel, the figures and qualities as stated on Seller’s delivery notes shall be deemed correct and the goods undamaged and accepted by Buyer/Vessel.
F – DELIVERY
F.1 All delivery times quoted by Seller shall be deemed approximate delivery times only unless otherwise explicitly agreed in writing.
F.2 In all cases the Buyer or the Vessel must give not less than 72 hours notice of approximate delivery time, followed by 48 and 24 hours notice, where last notice must be final and exact. Such notices shall be given to the Seller or the Seller’s agents or representatives.
F.3 The Seller shall have the option to deliver in one or more lot(s), in which case each lot delivered shall be construed as a separate agreement with separate delivery notices.
F.4 The Seller shall not be required to deliver any items for the export of which any government permits are required and have not been obtained.
Should Seller unknowingly deliver an item that it later determines is subject to permit requirements, such item shall be deemed obtained by and for Buyer’s account and risk. Seller shall not be deemed the exporter of any item and Buyer shall indemnify Seller from all responsibility, loss or costs thereof.
F.5 The Seller shall, unless otherwise agreed, deliver the goods free alongside by truck, or so near thereto as a truck can be unloaded in a safe manner and where advised by local authorities in respect of safety, ISPS (International Ship & Port Safety Code) and/or local regulations. Unloading from the truck to be done by the Seller or his designee, unless Seller shall request assistance from the Vessel. All assistance provided by the Vessel shall be free of costs for the Seller. After unloading, Vessel and/or Buyer shall be responsible for taking the goods onboard the Vessel or to other place of storage at Buyer’s sole risk.
F.6 Title from Seller to Buyer and/or Vessel passes as soon as the goods have been unloaded from the truck and placed on the ground.
F.7 If storage is arranged as provided in Article F.5 above then the Buyer and/or the Vessel shall be fully responsible for any loss of or deterioration in quality and quantity of the goods arising between the time of delivery and completion of storage time. Transport from storage to the Vessel shall be arranged by and for the risk and account of Buyer and/or the Vessel.
F.8 The Seller (Heng Lee Enterprise Corporation Pte. Ltd.) delivers to all Singapore Ports, Singapore shipyard, Singapore anchorage and to OPL (Outside Port Limits).
F.9 Any taxes, dues, quay dues or charges related to the goods, if so charged, to be paid by Buyers unless otherwise agreed in writing prior to the delivery.
F.10 The Seller, the Seller’s representative, driver and any person representing the Seller shall in no case whatsoever be held responsible for any delay or damage to the receiving Vessel.
F.11 Should the receiving Vessel for whatever reason not be able to receive or to arrange unloading of the Seller’s truck immediately, and no storage facility has been arranged by the Buyer, causing the Seller’s truck to standby, then Buyer shall reimburse Seller a reasonable demurrage covering all costs including wages, fuel consumed, eventual accommodation, etc.
F.12 If deliveries are made offshore by barge or other vehicle then all costs for the barging equipment as well as loading costs, unloading costs, etc, unless otherwise agreed in writing shall be for the account and risk of the Buyer. All risks insurance for such barge/vehicle transport shall be made by and for the account of Buyer, including risk for goods carried on deck. Title and risk passes as per Article F.6 above, and any damage to and/or loss of the goods in whole or in part after risk and title pass shall be for the Buyer’s account and to be settled directly between the barge operator and the Buyer.
G – PAYMENT
G.1 Payment shall be made by the Buyer or the Vessel as directed by the Seller within the time stipulated and agreed as per written confirmation or as stated in the invoice(s) issued.
G.2 Payment shall, unless otherwise agreed in writing, be made in the currency stated on the invoice(s), and all payments to be made free of bank charges or other costs into Seller’s nominated bank account.
G.3 Payment shall be made in full, without set-off, counterclaim, deduction and/or discount (unless agreed in writing prior to payment being made).
G.4 If the Buyer pay the bonded stores by cash, the buyer gets a cash payment discount (to be advised) of these delivery. The Currency, in which the Buyer pay is US Dollar. The exchange rate from Singapore Dollar to US Dollar for payment, is to be determined on the day of delivery.
G.5 All costs borne by the Seller in connection with the collection of overdue payments, including interest charges, whether made in or out of court and in general all costs incurred in connection with breach of this Agreement by the Buyer, shall be for Buyer’s sole account.
G.6 All amounts received by Seller for charges bearing interest or costs under Art. G.4 or Art. G.5 above shall be applied first to interest or costs, and then to invoiced charges.
G.7 Notwithstanding any agreement to the contrary, payment will be due immediately in case of bankruptcy, insolvency, moratorium, reorganization and other laws relating 5 to or affecting the creditor’s rights generally, or any other situation which, in the sole discretion of the Seller, adversely affects the financial position of the Buyer.
G.8 The Seller shall at all times be entitled to require that the Buyer shall give, in such manner as shall be deemed sufficient by the Seller, security for the proper performance of all its obligations under orders placed with the Seller. Failure to immediately on request provide such security shall entitle Seller, inter alia, to suspend further performance of the order until such time as the Buyer shall have provided the security.
H – TITLE AND CLAIMS
H.1 Notwithstanding passage of title to the Buyer under Article F.6 and subsequent articles above, in case of breach of this Agreement by the Buyer, the Seller is entitled to take back and remove goods delivered or other items and/or articles belonging to the Vessel and/or Owners and/or Operators/Charterers without prior juridical action and without prejudice to all other rights or remedies available to the Seller.
H.2 Should Seller not be able to exercise its rights under Article H.1 above, Seller shall have the right to attach the Vessel and/or sister vessels and/or any other assets of the Buyer wherever situated in the world without prior notice to the extent permitted by law, including vessels on Time-, Voyage- or Bareboat Charter to Buyer.
H.3 Buyer agreed that all supplies made by Seller under this Agreement shall be entitled to the full protection of maritime liens available in any port in the world where the Vessel may be found.
H.4 By taking delivery of the goods and signing the delivery note(s) accompanying the goods, whether signed by Buyer or any representative such as Master, Officer, Crew Member, Agent or other Representative of Buyer, the Buyer shall be deemed to have examined and accepted the goods in every respect, including quantity and quality. See also Article E.2 above.
H.5 The Buyer may however, with reference also to Article E.2 above, be entitled to any repayment or credit if Buyer, within 30 calendar days from offloading date (as per Article F.6 above), proves that whilst still in custody of the Seller the goods have been handled, treated and stored in a manner that causes damage to or deterioration of the goods. Proof must be accompanied by a statement of a representative of I.S.S.A., or, if such not available at the actual place, by a Lloyd’s report; any of these or both to be arranged by the Buyer.
H.6 No complaint or claim of whatever nature given by Buyer or Vessel or any representative of Buyer/Vessel after 30 days from offloading will be considered by Seller, and all parties agree that any claims or complaints received after this day are deemed forever barred.
H.7 All claims or complaints must be in writing, and only written complaints or claims received within the time limit as stipulated in Article H.6 above will be considered.
I – FORCE MAJEURE
I.1 If the Seller is unable to make timely delivery caused by Force Majeure, which shall include any and all circumstances for which the Seller has no reasonable control, including but not limited to weather, strikes or lock outs, unavailability from manufacturers, etc, and as a consequence it is not reasonably possible to make delivery in good time or timely, then Seller’s obligation to supply and deliver shall cease or be suspended for the duration of such Force Majeure.
I.2 Should an event of Force Majeure cause the Buyer, the Vessel or any of their representatives to order the Seller to deliver at an alternative place or port, then extra costs arising as a consequence thereof (including waiting time and extra transport costs) shall be borne by the Buyer.
L – LAW AND ARBITRATION
L.1 This agreement shall in Seller’s sole option and discretion be governed in all matters by the laws of Republic of Singapore.
L.2 It is further agreed that the Seller may proceed against the Buyer, any third party or the Vessel in any jurisdiction where they or any of them may be found for the purpose of securing payment of any amount due to the Seller from the Buyer.
L.3 Should the Seller choose to bring an action in court against the Buyer in Buyer’s home jurisdiction, Buyer agrees that Seller shall have the right to select the court in which the dispute shall be resolved.
L.4 If the Buyer ordered bonded stores included are alcohol beverages and/or cigarettes, it is strictly forbidden by the law of the Republic of Singapore, to consume, this products (alcohol and cigarettes) in Singapore. He can consume this products only when he is outside of Singapore.
M – VALIDITY DATE
M.1 These General Terms and Conditions shall be in force and valid for all offers, quotations, prices and supplies given and made by Heng Lee Enterprise Corporation Pte. Ltd. , as defined in Article B.1 above, with effect from 00.00 hours GMT on May 25, 2016.