LTM 公司
General Terms and Conditions of Business
1 Scope of the conditions
1.1)
These General Terms and Conditions of Business (referred to as the "Terms and Conditions") govern exclusively the delivery of goods and provision of services by L.T.M. Corporation Pte. Ltd. ("LTM") to the purchaser ("Purchaser"). These Terms and Conditions also extend to all future business dealings between LTM and the Purchaser, regardless of whether the parties explicitly agree to them. Hereafter, "parties" collectively refers to both LTM and the Purchaser, while "party" refers to each individual entity. The term "goods" within these Terms and Conditions pertains to the items to be delivered by LTM to the Purchaser.
1.2)
These Terms and Conditions do not pertain to consumers who are individuals purchasing goods (not as defined herein) and services (not as defined herein) in general, except exclusively within the scope of personal, non-commercial transactions.
1.3)
The Purchaser bears responsibility for ensuring compliance with relevant laws and regulations, including those pertaining to workplace safety and environmental standards, concerning the use of goods supplied by LTM to the Purchaser.
2 Quotations and Entering into Contracts
2.1)
Quotations provided by LTM require written confirmation from LTM in all instances. Declarations of acceptance and any orders placed by the Purchaser must ultimately receive written confirmation from LTM (via letter, fax, or email) to be legally valid and binding. Each accepted or confirmed order by LTM shall adhere to these Terms and Conditions, constituting an individual legally binding contract between LTM and the Purchaser, hereafter referred to as a "Contract."
2.2)
These Terms and Conditions take precedence over any contradictory, differing, or additional terms (if any) found in an order form or other documents or correspondence from the Purchaser. No additions, alterations, or substitutions to these terms will bind LTM or become part of the Contract unless expressly accepted in writing by authorized personnel of LTM.
2.3)
All goods supplied by LTM must align with the current edition of the relevant product descriptions found in LTM's brochures or publications, whether in print, electronic, online, or any other media or platform, as periodically published on its website (if applicable to the goods). Any other goods not described on the website shall adhere to the specifications, drawings, and/or descriptions outlined in the order form as agreed upon by LTM. LTM does not make representations regarding the goods in any exchange of information, correspondence, and/or documentation between the parties. No other specifications, descriptive material, written or oral representation, correspondence, statement, promotional or sales literature shall become part of or be incorporated into the Contract.
2.4)
LTM retains all ownership rights and intellectual property rights (including copyright, design rights, trademark rights, and patent rights) to the cost estimates, drawings, and other information, in any form or media, provided to the Purchaser.
3 Prices
3.1)
Unless otherwise stipulated in writing by both parties, prices mentioned in LTM's quotation remain valid for a period of 7 days from the date of issuance. The prices confirmed in the order confirmation shall prevail. Where applicable, turnover tax, value-added tax, or goods and services tax at the prevailing statutory rate (as applicable) shall be added to these prices. Prices are inclusive of delivery and services (if applicable) and shall receive written confirmation from LTM. 3.2)
Unless otherwise specified in writing by both parties, prices shall be on an ex-works basis (as defined in the Incoterms ® 2010).
4 Delivery and Performance
4.1)
Delivery of goods by LTM will adhere to the relevant Incoterm (in accordance with Incoterms®2010) stated in our quotation and confirmed by us.
4.2)
Only delivery deadlines specified in the written order confirmation by LTM shall apply. Any other delivery deadlines indicated by LTM shall be non-binding unless expressly specified in writing by LTM. The delivery period commences, at the earliest, upon confirmation of the order by LTM.
4.3)
The delivery period is considered initiated only when the Purchaser has provided the required documentation to LTM according to the agreed timelines.
4.4)
LTM shall not be held liable for any failure to fulfill its obligations under the Contract due to Force Majeure. Upon notification from LTM to the Purchaser of such circumstances, LTM shall be granted a reasonable extension of time plus an appropriate startup period for the performance of its obligations. Should the Force Majeure period extend beyond 90 calendar days, LTM reserves the right to terminate the Contract by providing the Purchaser with 7 days' written notice (being such 7 calendar days after the expiry of the aforementioned 90 days), relieving LTM of its obligations under the Contract. In the event of Contract termination as described in this Clause, the Purchaser shall not be entitled to any claims for compensation for damages if the delivery time was extended or if LTM is no longer obliged to deliver the goods to the Purchaser. For the purposes of this clause 4.4), "Force Majeure" includes fire, explosion, flood, lightning, Act of God, act of terrorism, war, rebellion, riot, sabotage, strikes, lockouts, labor disputes, a shortage of supply of goods to LTM from its upstream suppliers, a delay in the supply of goods to LTM from its upstream suppliers, official directives or events or circumstances outside the reasonable control of LTM.
4.5)
LTM reserves the right to make partial deliveries of the goods and to provide partial performances unless otherwise agreed in writing with the Purchaser.
5 Transfer of Risk
5.1)
The transfer of risk of damage or loss to the goods shall occur (even in cases of delayed dispatch) in accordance with the relevant Incoterm (as per Incoterms®2010) specified in the written order confirmation mutually agreed upon by LTM.
5.2)
In the event of Purchaser's delay in accepting delivery of the goods, LTM reserves the right to seek reimbursement for any loss incurred due to such delay. The risk of accidental deterioration and destruction of the goods transfers to the Purchaser if they delay in taking delivery. If the Purchaser, despite being granted a two-week grace period by LTM, (i) delays in accepting delivery of the goods, or (ii) suspends payments due to LTM, or (iii) becomes insolvent or overburdened by excessive debt, LTM may immediately demand payment for the purchase price of the goods or terminate the Contract. The Purchaser shall be held liable for any damages arising from such termination.
6 Retention of Title
6.1)
LTM maintains ownership of the goods until all payments and every claim under every Contract have been received by LTM.
6.2)
The Purchaser is permitted to process and dispose of the goods sold in the normal course of its business, provided that LTM retains ownership and provided that the Purchaser is not in arrears of any payments due to LTM under any Contract. The Purchaser shall not use the goods as security, and hereby assigns to LTM all claims against the Purchaser's customers or third parties arising from the resale of the goods. LTM authorizes the Purchaser to collect such claims on behalf of LTM, except if the Purchaser fails to comply with its payment obligations herein, in which case LTM may revoke this authorization. The Purchaser shall inform LTM of the assigned claims, provide notice to the relevant debtors, and furnish all necessary information for LTM to collect such claims. If the goods are resold together with other goods not supplied by LTM, the Purchaser's claim against its end customer shall be considered assigned to LTM to the extent of the contract price agreed between LTM and the Purchaser for such LTM goods.
6.3)
The Purchaser shall ensure that the processing or conversion of the goods is subject to LTM's retention of title ("LTM's proprietary goods"). If LTM's proprietary goods are processed or inseparably combined with other items not in LTM's possession, LTM becomes co-owner of these processed or combined goods from the time of such processing or combination. If LTM's proprietary goods are integrated or inseparably combined with other movable objects and the other object is considered the principal object, the Purchaser is deemed to have transferred its co-ownership right to LTM, provided the principal object belongs to the Purchaser. In such a case, the Purchaser holds the ownership or co-ownership right on LTM's behalf. Otherwise, the object produced by processing, conversion, combination, or integration is subject to the same conditions as LTM's proprietary goods.
6.4)
In the event of default by the Purchaser, commencement of insolvency proceedings, or seizure concerning the Purchaser, LTM is entitled to recover the goods subject to retention of title without the Purchaser being able to make any claims against LTM. If third parties gain access to the goods sold subject to retention of title, particularly in cases of enforcement actions, seizures, or other court orders, the Purchaser must immediately inform such third parties of LTM's ownership and notify LTM to enable LTM to enforce its ownership rights over the goods. The Purchaser shall be liable for all costs incurred in connection with LTM enforcing its rights herein.
6.5)
In case of breach of the Contract, especially in case of payment delay by the Purchaser, LTM has the right to terminate the Contract and immediately demand from the Purchaser a list of goods still in its possession and subject to retention of title by LTM, as well as the extent to which such goods are being processed. LTM taking back the goods or court-ordered seizure does not automatically terminate the Contract.
6.6)
Upon request from the Purchaser, LTM may release the relevant securities to which it is entitled if their realizable value consistently exceeds the value of the claims to be secured by more than 20%.
7 Payment
7.1)
Unless otherwise agreed in writing between the parties, the Purchaser must make payments for invoices issued by LTM within 21 calendar days from the invoice date, net (without any deductions, withholding, or bank charges).
7.2)
LTM reserves the right to offset payments made by the Purchaser against any previous debts incurred by the Purchaser related to goods or services purchased. LTM will notify the Purchaser of any such offsets made. If there are any costs and interests incurred, LTM has the right to prioritize payment against these costs, followed by interests, and finally against the principal amount owed by the Purchaser to LTM.
7.3)
A payment is considered made only when it is credited into LTM's designated bank account, whether by check or otherwise.
7.4)
All amounts payable by the Purchaser under each Contract must be paid without deductions or withholdings, except as required by law. If such deductions or withholdings are mandated by law, the Purchaser must ensure that LTM receives the invoiced amounts as if there were no such requirement for deduction or withholding.
7.5)
If the Purchaser defaults on payment of any invoice issued by LTM, LTM is entitled to charge interest on such defaulted payments at a rate of 8% per annum. This interest will apply to the defaulted payments from the due date until the actual payment date and will accrue on a daily basis. If there are any withholding taxes or deductions required by applicable law, the Purchaser must ensure that LTM receives the full interest payments as if there were no such requirement for deduction or withholding.
7.6)
(i) If LTM has concerns about the Purchaser's creditworthiness, especially if the Purchaser dishonors a check or breaches any payment obligations under these Terms and Conditions, or (ii) if LTM's credit insurance denies coverage of the payment request due to the Purchaser's lack of creditworthiness or exceeding the insured amount, LTM has the right to demand immediate payment for any outstanding sums under these Terms and Conditions. In such cases, LTM may also demand advance payments or security provisions. LTM is then entitled to request a time extension for the delivery of goods and deliver the goods only if advance payment has been made or adequate security has been provided before delivery.
8 Changes in Design
8.1)
LTM retains the right to make design alterations at any time to ensure compliance with safety regulations or laws, or for the purpose of enhancing design improvements.
9 Defects
9.1)
The goods are delivered free from defects in materials and manufacturing processes.
9.2)
The Purchaser must promptly notify LTM in writing of any defects in the goods, no later than one (1) week after receiving the goods. For defects not reasonably detectable within this one-week period, they must be reported immediately to LTM in writing upon discovery.
9.3)
Claims by the Purchaser due to any defects in the goods are only permitted if the Purchaser notifies LTM in writing within 1 month from the date of delivery of the goods.
9.4)
Upon notification, LTM has the discretion to either repair or replace the defective goods, provided such defects are found, to LTM's reasonable satisfaction, to have arisen from LTM's faulty design, workmanship, or materials. If requested by LTM, the defective goods must be returned to LTM's premises at the Purchaser's expense. Any repaired or replaced goods shall be redelivered by LTM free of charge to the original point of delivery, subject to these Terms and Conditions, with the period of 1 month referred to in Clause 9.3 being replaced by the unexpired portion of that period only.
9.5)
Except for the express representations and warranties herein, LTM makes no other express or implied representations or warranties, whether in fact or in law, including without limitation, any express or implied warranties of quality or fitness for a particular purpose. Except as expressly provided herein, all representations, warranties, terms, conditions, undertakings, or inducements, whether express, implied, statutory, under common law, or otherwise relating in any way to the goods, are hereby excluded to the fullest extent permitted by law.
10 Liability
10.1)
All the information provided on this website and our catalogue are provided on an “as is” and “as available” basis and you agree that you use such information entirely at your own risk.
10.2)
LTM gives no warranty and accepts no responsibility or liability for the accuracy or the completeness of the information and materials contained in this website and catalogue. Under no circumstances will LTM be held responsible or liable in any way for any claims, damages, losses, expenses, costs or liabilities whatsoever (including, without limitation, any direct or indirect damages for loss of profits, business interruption or loss of information) resulting or arising directly or indirectly from your use of or inability to use this website or our catalogues or any websites linked to it, or from your reliance on the information and material on this website and catalogue, even if LTM has been advised of the possibility of such damages in advance.
10.3)
To the extent that LTM's liability is limited or excluded, the same applies to LTM's employees, workers, representatives, and its agents.
11 Confidentiality
11.1)
Unless expressly designated as confidential by the Purchaser and/or LTM, information disclosed by the Purchaser to LTM in connection with an order for goods is not considered confidential information.
12 General Provisions
12.1)
These Terms and Conditions shall be governed by and construed in accordance with the laws of Singapore. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms and Conditions.
12.2)
The parties hereby submit to the non-exclusive jurisdiction of the Singapore courts.
12.3)
The invalidity, illegality, or unenforceability for any reason of any part of these terms and conditions shall not prejudice or affect the validity, legality, or enforceability of the remaining terms.
12.4)
No failure on the part of either party to exercise any rights, nor any delay in exercising any rights, under these Terms and Conditions at any time shall constitute a waiver of these Terms and Conditions nor shall any single or partial exercise of any right under these Terms and Conditions preclude any other or further exercise of any other right.
12.5)
Unless otherwise expressly stated, the election by either party of a particular remedy in the event of default by the other party shall not be exclusive of any other remedy and all rights and remedies of the parties hereto shall be cumulative and not exhaustive of any other rights or remedies provided by the law.
12.6)
The Purchaser shall not without the prior written consent of LTM assign, transfer, or sub-contract the rights or obligations under these Terms and Conditions or any part of these Terms and Conditions.
12.7)
LTM may assign, transfer, or sub-contract these Terms and Conditions or any part thereof to any other person or company.
12.8)
A person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B to enforce any term of these Terms and Conditions but this does not affect any right or remedy of a third party which exists or is available apart from that Act.