These Terms and Conditions govern the sale of products (“Products”) by Shape Optics Technologies Pte Ltd. (“ShapeOptics”). These Terms take precedence over any of Customer’s additional or different terms and conditions. Acceptance by Customer is strictly limited to these Terms. Neither commencement of performance nor delivery by ShapeOptics shall be deemed acceptance of Customer’s additional or different terms and conditions.
Performance: Fulfillment of any order by ShapeOptics is subject to acceptance by ShapeOptics management.
Orders:
a. Issuance of a purchase order or submission of an online order by you constitutes acceptance of these Terms, overriding any inconsistent terms in your purchase order.
b. Orders cannot be cancelled without a cancellation charge, which includes costs incurred up to the time of cancellation notice received in written form and related overhead costs.
c. Minimum purchase quantities may apply for certain items.
Pricing:
a. Prices are subject to change. ShapeOptics will notify you of any price changes during the contract period before applying new prices. Prices include standard packaging; special packaging incurs additional charges.
b. Quoted prices exclude GST and other governmental charges, which will be added as applicable.
c. ShapeOptics reserves the right to adjust prices based on currency exchange rate fluctuations.
Taxes and Customs:
a. GST is applicable on shipments within Singapore unless a valid GST exemption certificate is provided.
b. Customers are responsible for any applicable taxes, customs duties, and fees incurred from international transactions.
Shipment:
a. All quoted or listed prices are EXWORKS (ShapeOptics’ premises in Singapore) unless otherwise stated.
b. Delivery is considered complete, and risk of loss or damage to the Products passes to Customer upon delivery to the carrier.
Design and Tooling:
a. ShapeOptics retains ownership of any custom designs or tools made to fulfill your order unless otherwise agreed in writing.
b. Customers paying fully for design NRE receive a royalty-free, non-exclusive, non-transferable license to use the design.
Inspection and Acceptance:
a. Customers have the right to inspect goods upon delivery.
b. Products are deemed accepted unless a defect notice is provided within 30 days of delivery, and the product returned within 60 days.
Payment:
a. Payment is due 30 days from invoice date, unless otherwise specified. Late payments incur interest at 1.5% per month or the maximum rate allowed by law.
b. ShapeOptics retains a security interest in delivered Products until full payment is received.
Warranty:
a. ShapeOptics warrants that Products will conform to and perform according to the provided specifications.
b. This warranty does not cover misuse, accidents, or non-compliance with provided instructions.
c. The above warranties are exclusive and in lieu of all other warranties, whether express or implied.
Limitation of Liability:
The liability of ShapeOptics for all claims will not exceed the total payments made by Customer for the Products in dispute.
Force Majeure:
Neither party will be held responsible for delays or non-performance caused by circumstances beyond their control.
Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of Singapore. Disputes arising hereunder shall be subject to the exclusive jurisdiction of the Singapore courts.
Entire Agreement:
This Agreement constitutes the entire agreement between ShapeOptics and the Customer regarding its subject matter and supersedes all prior agreements and understandings.
