These Terms and Conditions (“Terms”) govern the sale of products (“Products”) by Shape Optics Technologies Pte Ltd (“ShapeOptics”). These Terms take precedence over any of the Customer’s additional or conflicting terms and conditions. Acceptance by the Customer is expressly limited to these Terms. Neither the commencement of performance nor delivery shall constitute acceptance of any additional or differing terms proposed by the Customer.
1. Performance
All orders submitted by the Customer are subject to review and acceptance by ShapeOptics management. ShapeOptics reserves the right to accept or decline any order at its discretion.
2. Orders
a. Issuing a purchase order or submitting an online order constitutes acceptance of these Terms, notwithstanding any inconsistent terms within the Customer’s purchase order.
b. Orders may not be cancelled without incurring a cancellation fee, which includes all costs incurred up to the point of receiving the written cancellation notice, as well as applicable overhead charges.
c. Minimum order quantities may apply for certain Products.
3. Pricing
a. Prices are subject to change. ShapeOptics will notify the Customer of any price adjustments during the contract period prior to implementation. Standard packaging is included; special packaging requirements may incur additional charges.
b. All quoted prices exclude GST and other governmental charges, which will be added where applicable.
c. ShapeOptics reserves the right to revise prices based on fluctuations in currency exchange rates.
4. Taxes and Customs
a. For shipments within Singapore, GST applies unless the Customer provides a valid GST exemption certificate.
b. Customers are responsible for all applicable taxes, customs duties, brokerage fees, and charges related to international shipments.
5. Shipment
a. All quoted or listed prices are EXWORKS (ShapeOptics’ premises in Singapore), unless otherwise stated.
b. Delivery is deemed complete once the Products are handed over to the carrier, at which point all risk of loss or damage passes to the Customer.
6. Design and Tooling
a. ShapeOptics retains full ownership of any custom designs, drawings, tooling, or fixtures produced to fulfill the Customer’s order unless otherwise agreed in writing.
b. Where the Customer has paid in full for design NRE (Non-Recurring Engineering), the Customer receives a royalty-free, non-exclusive, non-transferable license to use the design.
7. Inspection and Acceptance
a. The Customer is responsible for inspecting Products upon receipt.
b. Products will be deemed accepted unless a written notice of defect is provided within 30 days of delivery, and the Product is returned within 60 days.
8. Payment
a. Payment is due 30 days from the invoice date unless otherwise specified in writing. Late payments will incur interest at 1.5% per month, or the maximum rate permitted by law, whichever is lower.
b. ShapeOptics retains a security interest in the Products until full payment has been received.
9. Warranty
a. ShapeOptics warrants that all Products will conform to the specifications provided or agreed upon.
b. This warranty excludes damage caused by misuse, accidents, improper handling, unauthorized repairs, or non-compliance with instructions.
c. These warranties are exclusive and supersede all other warranties, express or implied, including those of merchantability or fitness for a particular purpose.
10. Limitation of Liability
ShapeOptics’ total liability for any claim arising out of the sale or use of the Products shall not exceed the total amount paid by the Customer for the specific Products giving rise to the claim.
11. Force Majeure
Neither party shall be held liable for delays or failure to perform due to causes beyond reasonable control, including but not limited to natural disasters, acts of war, labor disputes, equipment failures, supply chain disruptions, or government actions.
12. Governing Law
These Terms shall be governed by and construed in accordance with the laws of Singapore. Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the Singapore courts.
13. Entire Agreement
These Terms constitute the entire agreement between ShapeOptics and the Customer and supersede all prior proposals, agreements, negotiations, and understandings relating to the sale of Products.