USE
These general purchasing conditions (the “Conditions”) shall apply to and be incorporated in the order between the Supplier and the Buyer for the supply of the Goods and/or the Services and shall be in substitution for any oral arrangements made between the Buyer and the Supplier and shall prevail over any inconsistent terms.

ORDER CONFIRMATION
All orders are to be confirmed by fax, letter or email no later than three (3) calendar days from the date of order and the Buyer shall be under no responsibility to accept delivery of Goods and/or the performance of Services for which written orders have not been confirmed by the Buyer. Deliveries of Goods other than in accordance with an order may (at the Buyer’s discretion) be returned to the Supplier at the Supplier’s expenses and risk and the Supplier shall pay all the Buyer’s costs of packing, handling and sorting such deliveries. The Buyer may (at its reasonable discretion) from time to time change any details specified in the relevant order by written instructions, Seller must comply with any such changes up until the time of shipment of the order.

TERMS AND TIME OF DELIVERY 
DDP (INCO terms 2000) including necessary export packing and documentation.

The time of delivery stated in the order shall be deemed to the date of arrival of the goods and the documentation at the required place of delivery. If the delivery and/or the documentation is defective or in any way incomplete, the delivery shall not be considered effected until remedied.

Time is of the essence in the performance by the Supplier of the order. If delivery dates for the Goods or the dates for the provision and/or performance of the Services cannot be met, the Supplier shall promptly notify the Buyer of the earliest possible date for delivery of the Goods or the provision of the Services. Notwithstanding such notice, and unless a substitute delivery date for the Goods or date for the provision of the Services has been expressly agreed to by the Buyer in writing, the Supplier’s failure to effect delivery of the Goods or the provision of Services on the date specified shall entitle the Buyer to cancel the relevant order without liability to the Supplier or to purchase substitute items or services elsewhere, and to recover from the Supplier any loss and additional costs incurred. Buyer’s cancellation of order as a result of late delivery shall be notified Seller as soon as reasonably possible.

Partial delivery is, unless otherwise agreed with Buyer, not accepted. Any accepted partial delivery must be stated clearly on the delivery notes and invoices.

DELIVERY POINTS
The Goods must be delivered at the delivery point specified in the order. If the Goods are incorrectly delivered the Supplier will be liable for any additional expense involve in handling and delivering them to their correct destination.
 
QUALITY, DESCRIPTION AND QUANTITY
It is a condition that the Goods supplied to the Buyer under the order shall be of first class materials and workmanship throughout and must meet the governing specifications referred to in the order as to quantity, quality standards and description.

It is a condition that the Services shall be supplied in full accordance with the terms of the order and shall be executed with reasonable care and skill by properly qualified and experienced persons.

If delivery pursuant to the order is incomplete, the Buyer reserves the right (without prejudice to any of its other rights) to accept or reject the Goods so delivered and to cancel or vary the balance of the order.

ACCEPTANCE OF GOODS AND SERVICES
The Goods and the provision of the Services shall be subject to inspection and testing by the Buyer. In any case where the Goods, the Services or any part thereof (whether or not inspected or tested by the Buyer) do not comply with the requirements of the order the Buyer shall have the right to repair such Goods at the expense of the Supplier or to reject the Goods concerned and shall have the right to reject any Services concerned and when doing so shall give notice of rejection to the Supplier specifying the reasons therefore and shall thereafter return any Goods concerned to the Supplier at the Supplier’s risk and expense. In such case the Supplier shall within a reasonable time replace such rejected Goods or Services with Goods or Services which are in all respects in accordance with the order.

If the Supplier fail to replace any rejected Goods or Services within a reasonable time the Buyer shall have the right to purchase replacement goods or services from another source and any money paid by the Buyer to the Supplier in respect of the rejected Goods or Services together with any additional expenditure over and above the order price reasonably incurred by the Buyer in obtaining replacement goods or services shall be paid by the Supplier to the Buyer.

TERMS OF PAYMENT AND CONTRA-SUMS
Unless otherwise stated in the order, payment of invoices shall be made by the end of the month following the month in which the Goods are received or in the case of the Services when the Services are completed in accordance with the Order.

The Buyer reserves the right to deduct from any monies due or becoming due to the Supplier any monies due from the Supplier to the Buyer in connection with the Goods and/or the services supplied to the Buyer.

INVOICING
Seller’s invoices must be submitted in English and contain all necessary information about quantity and description of the goods supplied, Buyer’s order number and name of the consignee.

CUSTOMS INVOICE/DELIVERY NOTE
Customs invoice and delivery note shall be issued in English in duplicate. A copy shall be placed in a plastic pocket on the outside of the packaging and the other within.

PACKING
The Buyer shall not be obliged to accept a charge for packages or containers unless specified in the order. It is Seller’s responsibility that all goods are contained in a secure and appropriate packing suitable for domestic and/or overseas transport, with due consideration to the genetic nature and composition of the goods supplied and these obligations include but are not limited to ensuring that (i) the Goods shall be  properly packed, marked and delivered at the Supplier’s expense in accordance with the order, (ii) each advice note, bill of lading and invoice shall bear any applicable component number, delivery date or date for completion of the Services and the location to which the Goods are to be delivered or at which the Services are to be provided, (iii) advice notes and invoices must be sent as directed by the order, (iv) a separate invoice must be rendered for each individual delivery of Goods or provisions of Services and (v) the Supplier agrees on request to supply the Buyer with any necessary declaration and documents stating the origin of the Goods and the manner in which they qualify for the country of importation and/or use.

MARKING
Each delivery shall be clearly marked with the Buyer's name and address, the Buyer’s order number, place of delivery, consignee, and “Ship’s spares in transit” outside the package(s) and be included in the documentation.

TITLE AND RISK
The property and risk in the Goods shall pass to the Buyer on delivery of the Goods in accordance with the order, without prejudice to any right of rejection which may accrue to the Buyer under these Conditions or otherwise.

PRODUCT LIABILITY
If a third party raises a claim against one of the two parties to this agreement for liability for damages, the first party shall immediately inform the second party.

INDEMNIFICATION
The Supplier agrees to indemnify and at all times to hold the Buyer, its agents, employees, officers, subsidiaries, associated companies and assigns indemnified from and against any and all liability, damage, loss, cost or expense indirectly or directly arising from or consequential upon:

(1) any alleged or actual infringement of any patent, registered design, copyright, trade mark or other rights of property vested in any other person, firm or Buyer resulting from the purchase, use or resale by the Buyer, its servants, agents or customers of the Goods or the Services or any part thereof; and

(2) any act or omission in the performance of or in connection with any or all of the obligations undertaken by the Supplier pursuant to the Order, whether by reason of the negligence of the Supplier, its agents, employees, or sub-contractors or their agents or employees, or otherwise, including without limitation to the generality of the foregoing any liability arising as aforesaid from any injury to any person or persons but excluding any such liability, damage or loss arising directly from negligence on the part of the Buyer.

INSURANCES
The Supplier will at all times insure and keep himself insured with a reputable insurance company against all insurable liability under the order and in respect of the Goods or the Services and without prejudice to the generality of the foregoing against all the Supplier’s liabilities set out in these Conditions and the order.

The Supplier will provide all facilities, assistance and advice required by the Buyer or the Buyer’s insurers for the purpose of contesting or dealing with any action, claim or matter arising out of the Supplier’s performance of the order.

ADVERTISING
The Supplier will not without the prior written consent of the Buyer advertise or publish in any way whatsoever the fact that the Supplier has contracted to supply the Goods or the Services to the Buyer.

RESTRICTED ARTICLES (IMO/IATA/ADR/RID CARGO)
Restricted articles must be marked and packed according to the relevant IMO/IATA/ADR/RID rules and regulations in force at the time of delivery.
Likewise all documents/certificates prescribed in IMO/IATA/ADR/RID must accompany the goods, but should not be enclosed in the package(s).

GUARANTEE
The Seller guarantees the proper construction and good quality of workmanship and materials of the finished goods supplied, and that what is delivered is suitable and has the correct properties for the purpose for which it is intended.

The guarantee period is 24 months. The guarantee period becomes effective when the goods have been put into use by the Buyer, or maximum 30 months after delivery to Buyer.

It is the duty of the Seller to immediately and with no extra cost to the Buyer, remedy the defect and/ or correct the deficiency including exchanging any part or parts of the goods that do not fulfil the requirements of the specification given in the order.

Concerning goods, completely or partly replaced or corrected, the aforementioned conditions shall apply in respect of all relevant parts of the goods for a revised 24-month period effective from completion of the repair work.

DISCRETION
The Seller is under the obligation to keep confidential all information and knowledge that may be acquired in connection with this order. It is not permitted, without the prior written consent from the Buyer, to use his name or any commercial relation with the Buyer, or a Company associated with the Buyer for the purpose of advertising or as a reference.

APPLICATION OF LAW AND ARBITRATION
Any contract to which these Conditions apply shall be governed by, and construed in accordance with, the laws of England.

Any disagreement relating to the agreement or to these general purchasing conditions shall be referred to arbitration by a sole arbitrator under the LMAA Rules.  The sole arbitrator shall be appointed by the then President of the LMAA.

The decision of the sole arbitrator shall be final and binding upon the parties. The seat of the arbitration shall be Singapore. The language to be used in the arbitral proceedings shall be English.