| 1. Definitions |
| 1.1
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For the purpose of this Agreement, the following
expressions have the following meanings:- |
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“Vectra” means Vectra Pte Ltd |
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“Agreement” means the contract for the sale of Products
by Vectra to Customer |
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“Customer” means the person whose order to purchase
Products is accepted by Vectra |
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“Products” means any products forming the subject matter
of the Agreement and including any and all parts, components of or
materials incorporated in them, and any service and/or software license
as may be applicable |
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“Price” means the price for the Products |
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“Third Party Products” means those Product which are not
manufacture, assembled or authored by Vectra, but are supplied to Vectra
by third parties for resale by Vectra |
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2. Agreement & Terms |
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2.1 |
The customer acknowledge that it is aware of
the content of these Terms & Conditions. |
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2.2 |
Vectra shall sell and the customer shall
purchase the Products subjected to these Terms & Conditions, which
appear in some or all of Vectra’s quotations, products catalogues, price
lists and invoices. |
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2.3 |
These Terms & Conditions embodies all
the Terms & Conditions of the Agreement and are incorporated into the
Agreement to the exclusion of any other alleged by Customer unless agree
by Vectra in writing. |
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3. Orders, Price and Payment |
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3.1 |
No Agreement shall come into existence until
Customer’s order is accepted by Vectra. |
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3.2 |
Notwithstanding Clause 3.1, Vectra may at
its absolute discretion allow Customer to cancel or amend its order,
subject to customer paying an administrative fee to Vectra. The amount
of such administrative fee shall be equal to 20% of the price of the
Products. |
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3.3 |
Payment for the Products shall made in full
on or before delivery. |
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3.4 |
All Invoices are payable without any
discount of any kind. In no circumstances shall the Customer entitled to
make any deduction or to withhold payment for any reason whatsoever. |
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3.5 |
All Prices are quoted F.O.B. Singapore and
do not include any sales tax, import or export fee, duty, tariff,
shipping and handling charges or other taxes and charges. Vectra will
collect from, and Customer is responsible to pay for, any such charges
associated with the order. If sale to the Customer are exempt from such
taxes, the Customer shall furnish to Vectra the legally required
documentation to support the exemption at the time of order. |
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4. The Products |
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4.1 |
Products that are having special offers are
limited in stock and are valid while supplies last. |
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4.2 |
Vectra reserves the right to revise and/or
discontinue Products at any time without prior notice. Whilst there may
be differences in detail, revised or updated Products shall have the
functionality and performance of the Products ordered. Customer
acknowledges and accepts that Vectra’s policy may result in changes
between the specification of Products delivered to Customer and the
specification of Products ordered as described in any specification
sheet or product catalogue. |
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5. Title |
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5.1 |
No Title to the Products shall pass to the
Customer until payment of the Price in full and clear funds have been
received by Vectra. Title in respect of all software products remains
with the licenser(s) of the respective software products at all time. |
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5.2 |
Risk in the Products shall pass to Customer
upon delivery of Products to the Customer. |
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6. Shipping & Delivery |
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6.1 |
Vectra may, at its discretion, deliver the
Products to Customer by instalments in any sequence. Where the Products
are so delivered by instalments, each such instalment shall be treated
as a separate Agreement and no default or failure by Vectra in respect
of any one or more instalment shall vitiate the Agreement in respect of
the Products previously delivered or undelivered Products. |
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6.2 |
Any deliver date quoted by Vectra are
approximate only and shall not form part of the Agreement. Customer
acknowledge that in the performance expected of Vectra no regards has
been paid to any quoted delivery dates. |
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6.3 |
Vectra is not responsible for shipping or
other delays cause by events beyond our control. |
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6.4 |
If the Customer fails to take delivery of
the Products or any part of them when they are made available to him on
the due date, whether by refusal or failure to provide any instructions,
documents, licences, consents or authorisations, delivery shall be
deemed to have taken place. Vectra shall be entitled, upon giving notice
to Customer, to store or arrange for storage of the Products, and then
risk in the Products shall pass to the Customer. Customer shall pay to
Vectra all costs and expenses (including but not limited to transport,
storage and insurance charges) arising from its failure. |
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7. Acceptance of Products |
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7.1 |
Unless Customer notifies Vectra to the
contrary by telephone, fax or email by the day after the delivery of
Products, the Products shall be deemed to have been accepted by the
Customer as being in good condition and in accordance with the
Agreement. |
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8. Products Warranty |
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8.1 |
Unless specified otherwise, Vectra warrants
to the Customer that Vectra branded Products (excluding Third Party
Products) purchased from Vectra will be free from defects in materials
and workmanship affecting normal use for a period of 12 months as of the
date of invoice in accordance with the following provisions. |
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8.2 |
Warranty does not apply to damage due to
external causes, including accident, abuse, misuse, transportation,
problems with electrical power, servicing not authorised by Vectra,
usage not in accordance with Products instructions, failure to perform
required preventive maintenance, and problems caused by use of
non-Vectra supplied parts or components. |
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8.3 |
Warranties, if any, do not cover damage from
everyday wear and tear. |
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8.4 |
During the 12 months period beginning
on the invoice date, Vectra shall repair or replace Products shipped to
Vectra’s facility. Such Products shall be shipped with freight prepaid
to Vectra in their original or equivalent packaging. Customer shall bear
the risk of loss or damage during such shipment. |
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8.5 |
Customer acknowledge that Vectra shall not
be liable for any loss of data or software and that Vectra is not
required to advise or remind customer of appropriate backup and other
procedure. |
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8.6 |
All Third Party Products are covered by the
original manufacturer’s limited warranty. |
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9. Help and Support Policies |
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9.1 |
Telephone (65-65143314), fax (65-68360284)
and email (support@vectra.com.sg) will be provided to the Customer
during the warranty period at no charge. Vectra shall charge for these
support services at the then prevailing rates as listed in Vectra’s
price list after the warranty period. |
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9.2 |
Where onsite service is available in
Singapore, it shall be provided by Vectra upon the Terms & Conditions
then in force for such onsite service. |
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9.3 |
For Third Party Products, technical
support is provided by the original manufacturer, not by Vectra, and
service offering may vary from products to products. |
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10. Limitation of Liability |
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10.1 |
In no event shall Vectra be liable for any
direct, indirect, consequential, incidental or special damages
whatsoever, including without limitation, damage for loss of profits,
loss of business, business information, and the like, arising out of the
use of or inability to use of Products, even if Vectra has been advised
of the possibility of such damage. |
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11. Force Majeure |
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11.1 |
Neither party shall be liable to the other
for any delay in performing any of its obligations under the Agreement,
if such delay is caused by circumstances beyond the reasonable control
of the party so delaying, such party shall be entitled to a reasonable
extension of time for the performance of such obligations. |
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12. General |
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12.1 |
In jurisdictions where this is
relevant, nothing in these Terms and Conditions shall effect the
statutory rights of a customer dealing with Vectra as a consumer. |
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12.2 |
Customer shall not assign or otherwise
transfer any of its or his rights and obligations under the Agreement
whether wholly or partly without Vectra's prior written consent. |
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12.3 |
If any provision of these Terms and
Conditions or part thereof is rendered or declared void, illegal or
unenforceable by any legislation or any judicial or other competent
authority to which it is subject it shall be rendered void, illegal or
unenforceable to that extent and no further. |
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12.4 |
The heading to the Clauses are for ease of
reference only and shall not affect the interpretation or construction
of these Terms and Conditions. |
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12.5 |
The Agreement shall be governed by the laws
of the Republic of Singapore and the parties submit to the non-exclusive
jurisdiction of the Singapore courts. |
