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STANDARD TERMS AND CONDITIONS OF SALE

1. Definitions

  • "Buyer" refers to the person or entity purchasing goods, software, or services from M3 Solutions Pte Ltd.
  • "Seller" refers to M3 Solutions Pte Ltd.
  • "Goods" refers to physical products, software, or services provided by the Seller.
  • "Services" include consulting, subscription-based services, and any other services provided by the Seller.
  • "GST" refers to the Goods and Services Tax applicable in Singapore.

2. General Conditions

2.1 These terms and conditions apply to all sales of Goods and Services by the Seller to the Buyer, including those both within and outside Singapore.

2.2 Any variation to these terms and conditions must be agreed upon in writing by the Seller.

2.3 Acceptance of Goods or Services by the Buyer constitutes acceptance of these terms.

3. Prices and Taxes

3.1 Prices are as stated in the invoice provided by the Seller.

3.2 For sales within Singapore, prices include GST unless otherwise stated. For sales outside Singapore, GST may be excluded, but other applicable taxes may be added.

3.3 The Buyer is responsible for any additional taxes, duties, or charges imposed by the country of importation.

3.4 The Seller reserves the right to adjust prices prior to delivery if costs have increased due to factors beyond the Seller’s control.

4. Payment Terms

4.1 Payment terms are as stated in the invoice. Payment must be made within the agreed period, and time is of the essence.

4.2 Late payments may incur interest at a rate of 1% per month.

4.3 The Seller reserves the right to suspend or cancel any further deliveries of Goods or Services if the Buyer fails to make any payment when due or if the Seller has reason to believe the Buyer may be unable to fulfill its payment obligations.

4.4 The title to the Goods shall remain with the Seller until full payment is received.

5. Delivery, Title Passage, and Insurance

5.1 Delivery dates are estimates and are not guaranteed.

5.2 Risk and title pass to the Buyer upon delivery of the Goods to the carrier.

5.3 The Buyer is responsible for all insurance once the Goods have been delivered to the carrier.

5.4 The Seller reserves the right to suspend or delay delivery in case of non-payment or financial instability of the Buyer.

6. Warranties

6.1 The Seller warrants that the Goods will conform to the description in the contract and be free of defects in materials and workmanship for a period specified in the invoice.

6.2 The Seller makes no other warranties, express or implied, and is not responsible for any consequential damages.

6.3 The Seller’s liability for any defective Goods or Services is limited to the repair or replacement of the Goods, or at the Seller’s discretion, a refund of the purchase price. The Seller shall not be liable for any indirect, incidental, or consequential damages arising from the use of the Goods or Services.

7. Intellectual Property

7.1 All intellectual property rights in the Goods, including software and documentation, remain the property of the Seller.

7.2 The Buyer is granted a non-exclusive, non-transferable license to use the software strictly in accordance with the accompanying documentation. The Buyer shall not modify, reverse engineer, or distribute the software or products without the prior written consent of the Seller.

8. Data Privacy and Security

8.1 The Seller will handle any personal data provided by the Buyer in accordance with applicable data protection laws.

8.2 The Seller shall not be liable for any unauthorized access to the Buyer’s data unless such access is a direct result of the Seller’s gross negligence or willful misconduct.

9. Limitation of Liability

9.1 The Seller’s liability is limited to the purchase price of the Goods.

9.2 The Seller is not liable for any indirect, incidental, or consequential damages, including but not limited to loss of profit, loss of business, or third-party claims.

10. Retention of Title

10.1 The Goods shall remain the property of the Seller until full payment has been received.

10.2 If the Buyer fails to make payment, the Seller has the right to reclaim the Goods.

11. Force Majeure

11.1 The Seller is not liable for any delays or failure to perform due to circumstances beyond its control, including natural disasters, war, or other major disruptions.

12. Governing Law and Jurisdiction

12.1 These terms and conditions are governed by the laws of Singapore.

12.2 Any disputes arising from these terms and conditions will be resolved through arbitration in Singapore, under the rules of the Singapore International Arbitration Centre (SIAC).

13. Product Returns and Cancellations

13.1 Returns will only be accepted with prior written approval from the Seller and may be subject to a restocking fee. The Buyer shall bear the cost of return shipping.

13.2 Cancellations of orders may incur a cancellation fee, particularly for custom or special orders, which will be calculated based on the costs incurred by the Seller up to the point of cancellation.

14. Severability

14.1 If any provision of these terms is found to be unenforceable, the remaining terms will still apply.

15. Notices

15.1 All notices under this agreement must be in writing and delivered to the address provided by each party.

16. Entire Agreement

16.1 These terms and conditions constitute the entire agreement between the Seller and the Buyer and supersede any previous agreements or representations.