Terms and Conditions of Sale

Findtestick Standard Terms and Conditions of Sale These Terms and Conditions of Sale (“Terms”) govern all sales of goods and services (“Products”) by Findtestick Pte. Ltd. (“Seller“) to its customers (“Buyer“). These Terms supersede any contrary or additional terms in any Buyer purchase order or communication, unless otherwise expressly agreed in writing by an authorized officer of Seller. By placing an order or accepting delivery, Buyer agrees to be bound by below Terms:

  1. Scope of Supply
Seller will supply adhesives, dispensing equipment, consumables, and related technical       services as specified in its quotations, order acknowledgements, or invoices. Customizations, specific quantities, specifications, and ancillary support services shall be listed in the order documentation. Any deviation or expansion of scope shall require mutual written agreement.

  1. Order and Acceptance
Buyer must submit written purchase orders clearly identifying required Products. Seller reserves the right to accept or reject any order. No order is binding on Seller until confirmed in writing. Electronic confirmations and scanned signatures are accepted. Once accepted, Buyer may not cancel or modify the order without Seller’s consent and applicable cancellation fees.

  1. Delivery
3.1 Delivery shall be made in accordance with Incoterms 2020, unless otherwise stated. 3.2 The Seller will make reasonable efforts to arrange delivery of the Goods by the date for delivery specified in the order (“Delivery Date”), however the Delivery Date is an estimate only and is not a condition of the Contract. The Customer will have no Claim against the Supplier for any Loss caused by the failure to deliver by the Delivery Date. 3.3 Title to Products shall remain with Seller until full payment is received. Risk of loss transfers to Buyer upon handover to the carrier. 3.4 Delivery will be CIP (destination) Incoterms® 2020, unless agreed otherwise by the Parties. The Customer must take delivery of the Goods within five (5) Business Days of being notified that the Goods are ready for delivery (“Collection Date”). If the Customer causes any delay in delivery, the Goods are deemed to have been delivered to the Customer on the Collection Date and thereafter the Supplier holds the Goods as bailee for the Customer and the Customer is liable for the cost of storing the Goods beyond the Collection Date.  3.5 The Buyer must inspect all delivered Goods and give notice to the Seller within three (3) Business Days of delivery if the Goods are not in accordance with the Buyer’s order. Failing such notice and subject to any non-excludable condition implied by law, the Goods will be deemed to have been delivered to and accepted by the Customer.

  1. Price and Payment
4.1 Prices are exclusive of GST, customs duties, and shipping charges unless specified. Prices are fixed for 14 days from quotation unless otherwise stated. 4.2 Invoices are payable COD unless payment term is established officially. Once the payment term is fixed, and payment is not made, Seller may impose late interest at 1.5% per month and suspend future deliveries until arrears are cleared. 4.3 In case of payment default, Buyer shall bear all legal fees and costs incurred in enforcement or collection. 4.4 Buyer shall bear all bank charges for any bank transfer for payment.
  1. Risk And Title
5.1. The risk of Loss or damage to the Goods will pass to the Buyer when the Buyer takes delivery of the Goods. 5.2. Subject to Clause 3.4, the Buyer must insure the Goods from the time that risk passes to the Buyer against all usual risks and, until the Seller has been paid for them, and holds any moneys received from any insurer relating to those Goods for the benefit of Seller. 5.3. The Seller retains title to the Goods, and title to the Goods does not pass from the Seller to the Buyer, until the Buyer pays in full all amounts that are payable, owing but not payable, or that otherwise remain unpaid by the Buyer to the Seller on any account at any time (“Amounts Owing”). This is so even if the Buyer has taken possession of the Goods.

  1. Limitation Of Liability
6.1. To the fullest extent permitted by law and subject to Clause 7.1, all terms which might be implied by statute are excluded and:
  1. a) the Seller’s liability for any Claim whatsoever relating to the Goods whether pursuant to contract, tort, statute law or otherwise howsoever is limited, at the Seller’s election, to the replacement of the Goods or supply of equivalent goods by the Seller; and
6.2 Seller shall not be liable for any indirect, incidental, special, or consequential damages (including loss of profits, business interruption, or reputational harm). 6.3 Seller’s total cumulative liability for any claim under or related to this contract is limited to the total amount paid by Buyer under the specific order giving rise to the claim in the 12 months preceding the incident.

  1. CONSUMER GUARANTEES
7.1. Where the Buyer is a consumer within the meaning of Article 1 of the Consumer Protection Law, the Consumer Protection Law provides certain guarantees in relation to the Goods that cannot be excluded. Notwithstanding any provision under the Consumer Protection Law where the Buyer purchases the Goods and the Goods are not of a kind ordinarily acquired for personal, domestic or household use or consumption, the Seller’s liability for breach of any condition, guarantee or warranty implied by the Consumer Protection Law is to the extent permitted by the Consumer Protection Law limited to:
  1. a) in the case of goods – to the repair of the goods, or, at the Seller’s option, the replacement of the goods or the supply of equivalent goods or the payment of the cost of repair, replacement or supply of equivalent goods; and
  2. b) in the case of services – to the resupply of those services or payment of the cost of having those services resupplied.
7.2. If the Buyer is a reseller of the Goods, it will include limitations of liability that reflect the limitations of liability set out in Clause 6 and 7.1 in its supply terms with its customers.

  1. Warranties
8.1 Seller warrants that Products shall (a) conform to written specifications by the manufacturer, (b) be free from defects in workmanship or material for a period based on the manufacturer’s warranty, and (c) be fit for their stated purpose when used as directed. 8.2 Seller’s obligation under warranty is limited to repair, replacement, or refund, at its sole discretion. 8.3 Warranty excludes damage from misuse, accident, neglect, improper installation, or modification by Buyer. 8.4 Warranty claims must be notified in writing within the warranty period, with evidence of defect and traceability to the batch supplied.

  1. Quality and Compliance
Seller shall deliver Products under the manufacturer’s internal quality management processes and in compliance with Singapore laws and applicable safety/environmental regulations. Certificates of conformance or origin shall be provided upon request.

  1. Intellectual Property (IP)
10.1 All designs, trade secrets, trademarks, drawings, software, or technical data supplied or embedded in the Products remain Seller’s exclusive property. 10.2 Buyer shall not reproduce, reverse-engineer, decompile, or replicate any part of the Products without written consent. 10.3 Any tooling or software custom-developed for Buyer remains Seller’s IP unless expressly transferred in writing.

  1. Force Majeure
11.1. If performance of any of the Seller’s obligations under these Terms is prevented, restricted or delayed by reason of an event of force majeure including any act of God, war, riot, fire, strike, lock out, industrial dispute, raw material shortage, epidemic, pandemic, plant or equipment breakdown, transport interruption or any other cause beyond the Seller’s reasonable control (“Event of Force Majeure”), the Seller will give notice of the event to the Customer. The Seller may, in such notice, elect to terminate the Contract or extend the Delivery Date for such period as may be reasonably necessary. 11.2. The Buyer may cancel the order without liability if the Event of Force Majeure causes a delay exceeding 30 Business Days from the Delivery Date. The Buyer will have no Claim for breach of contract or otherwise against the Seller for Loss or damage caused by an Event of Force Majeure.

  1. Confidentiality
12.1 Buyer shall keep in strict confidence all technical and commercial information provided by Seller for a period of 5 years. Such information may only be used for the purpose of evaluating or fulfilling an order and must not be disclosed to third parties without Seller’s prior written approval.

  1. Non-Compete and Non-Solicitation For 12 months following the last delivery date or contract termination, Buyer shall not: (a) solicit or hire Seller’s staff, or (b) use confidential know-how gained under this contract to directly compete with Seller’s product offerings.
  1. Variation, Waiver, Cancellation or Assignment of Terms
14.1. The Seller may, from time to time, vary these Terms by notice on the Seller’s website. The Buyer will be deemed to have accepted the varied terms by ordering or accepting any Goods from the Seller after the date of that notice. 14.2. No purported waiver, variation, cancellation or assignment of these Terms or of any rights or obligations under these Terms by the Buyer will be binding on the Seller unless agreed to in writing by the Seller.
  1. Indemnity
15.1 Buyer shall indemnify and hold harmless Seller against all claims, damages, costs, and liabilities arising from: (a) Buyer’s resale, misuse, or modification of the Products, (b) third-party reliance on Buyer’s installation or application, (c) breach of these Terms by Buyer.
  1. Termination
16.1 Either party may terminate these Terms with 30 days’ prior written notice. 16.2 Immediate termination applies if the other party: (a) commits a material breach not cured within 14 days of notice, (b) becomes insolvent, or (c) ceases business operations. 16.3 Obligations regarding confidentiality, IP, limitation of liability, and payment survive termination.
  1. Dispute Resolution
17.1 The parties shall attempt to resolve disputes through good-faith negotiations. 17.2 Failing resolution within 30 days, any dispute shall be referred to binding arbitration under the Singapore International Arbitration Centre (SIAC) Rules. Seat: Singapore. Language: English.
  1. Governing Law These Terms are governed by the laws of Singapore. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.