Terms and Conditions of Sale and Purchase of Products

Terms and Conditions of Sale and Purchase of Products

The sale by Nalagenetics Pte Ltd or PT Nalagenetik Riset Indonesia (“ Nalagenetics”) and purchase by the person or entity named as the purchaser in a Nalagenetics quotation, invoice, or delivery note (“ the Purchaser”) of the products described in and selected from the Nalagenetics quotation, invoice, or delivery note (“ Product” or “ Products”) is subject to the following terms and conditions, which may be amended by Nalagenetics from time to time:

AGREEMENT
The Purchaser offers to purchase the Products from Nalagenetics and Nalagenetics agrees to sell the Products to the Purchaser (“the Agreement”), all in accordance with the Agreement according to and subject to the terms and conditions of the Agreement. (“the Term”).
COMPOSITION AND INTERPRETATION OF AGREEMENT
1. Composition
  The Agreement is the result of arm’s length negotiations between the parties and comprises of the quotation, invoice, and delivery note (cumulatively, “the Agreement”) from Nalagenetics. The Agreement applies to the exclusion of any other terms or conditions which the Purchaser may seek to impose or incorporate and is the entire contract between the parties with respect to the sale and purchase of the Products.
2. Interpretation
FINANCIAL PROVISIONS
1. Price and other sums payable for Products
  1. The price payable by the Purchaser for the purchase of the Products shall be as specified in the price list at the time of Nalagenetics’ acceptance of the Purchaser’s order, which price may be revised by Nalagenetics from time to time without notice (“the Price”). Any quotation of the Price by Nalagenetics shall be valid for 30 days from the date of the quotation, unless expressly stated otherwise in writing by Nalagenetics.
  2. Unless expressly stated otherwise in writing by Nalagenetics, the Price shall not include any bank charges, taxes (including the goods and services tax), duties, levies, charges or fees or other sums that may be payable to banks, the competent authorities or any other third party in respect of the Products (“ other Sums”). Such other Sums shall be payable or reimbursed by the Purchaser at the time demanded by such third parties or when they are included in any invoice issued by Nalagenetics, as Nalagenetics may choose.
2. Time for Payment
  1. The Price and other sums shall be due when charged or incurred by Nalagenetics, as the case may be. The Purchaser shall pay the Price and other Sums within 30 days from the date of Nalagenetics’ invoice therefore, without any set off, deduction or withholding of any kind. Notwithstanding the foregoing, Nalagenetics may require the Purchaser to make full or partial payment in advance or to provide other security to Nalagenetics’ satisfaction.
  2. If the Purchaser shall not pay any sum due to Nalagenetics under the Agreement and in accordance with the Agreement, the Purchaser shall, in addition to such sum, be liable to pay to Nalagenetics:
    1. interest on such outstanding sum at the rate of 1.5% per month from the payment due date until payment in full (or at such other rate as may be set by Nalagenetics from time to time) or the administrative charge of [sum],whichever shall be higher; and
    2. reasonable costs incurred by Nalagenetics for recovery of payment of such outstanding sum including collection agency fees and legal fees.
ORDERS AND DELIVERIES
1. Orders
  1. Upon the Purchaser’s request, Nalagenetics shall provide to the Purchaser a quotation for the requested Products. Quotations are only valid for a period of 30 days, or until the Purchaser rejects the quotation and requests a new quotation, whichever comes earlier. The Purchaser may accept the quotation and place an order for the Products by issuance of a purchase order to Nalagenetics. The Purchaser agrees and acknowledges that if an order is placed via any other method or medium, the order shall only be deemed to be accepted upon email confirmation of the same order by Nalagenetics.
  2. Once an order is placed or confirmed, it may not be canceled or otherwise amended by the Purchaser without the prior written consent of Nalagenetics.
2. Delivery
  1. Nalagenetics shall ship or deliver the Products (or any repaired or replaced Products) to the destination or location specified in the Order, subject to Nalagenetics’ discretion to make partial shipments or deliveries and/or to invoice each shipment or delivery separately.
  2. Nalagenetics also reserves the right to cancel or stop delivery of products in transit and withhold shipments in whole or in part if the Purchaser does not pay the other Price and other Sums when due, or if the Purchaser otherwise does not perform your obligations in the Agreement.
  3. The date of shipping or delivery of the Product informed by Nalagenetics or its employees, agents or contractors are approximate dates only. The Purchaser shall not refuse to accept delivery or be otherwise relieved of any obligations as the result of any delivery before or after such dates. In the event of any delay or misdelivery of the Product caused or contributed by the Purchaser or its employee, agent, contractor or any other person within the direct or indirect control of the Purchaser, Nalagenetics may, at its discretion, place the Product in storage or dispose of the Product all at the risk, cost and expense of the Purchaser without being liable to make any refund or compensation to the Purchaser.
3. Title and Risk of Loss
  Except for property or rights incorporated within or forming part of the Product, which are or may be owned by any third party, title to the Product and in any case, risk of loss of the Product will pass to the Purchaser immediately upon Nalagenetics’ handing over of the Product to any third party for shipment or delivery of the Product.
4. Returns and Shortages
  The Purchaser may return any damaged or defective Product to Nalagenetics if the Purchaser reasonably demonstrates to Nalagenetics that such damage or defect was not caused by any failure of the carrier or the Purchaser or its employee, agent, contractor or any other person directly or indirectly within the Purchaser’s control or the carrier to use reasonable care in the transportation, handling, storage or use of the Product, provided that the Purchaser applies to Nalagenetics within 5 days after delivery of the Product for approval to return the Product and Nalagenetics approves such return. Upon Nalagenetics’ approval of the return of the Product, the Purchaser shall return the Product to the place designated by Nalagenetics in a condition satisfactory for resale. Any return of any Product due to any reason other than the default of Nalagenetics shall be subject to a restocking charge of 25% of the Price.
WARRANTIES
1. Limited Warranties
  Unless expressly agreed otherwise in writing and except where the Product is not installed by Nalagenetics or is sold by Nalagenetics on an “as is”, Nalagenetics warrants that the Product installed by Nalagenetics will meet the specifications agreed between Nalagenetics and the Purchaser, will be free of defects in materials and workmanship when used normally, properly and in accordance with the instructions or guidance given by Nalagenetics by properly trained personnel, for the period from the time of Nalagenetics’ shipment of the Product to the Purchaser until the earliest of:
  1. the Product’s specified expiry or “use by” date;
  2. the specified number of uses of the Product; or
  3. in the absence of any specification of the expiry date or the number of uses, or of any other different warranty period, the expiry of 1 year from the date of shipment or installation of the Product, whichever is later as the case may be.
2. Exclusions and Limitations
  1. Nalagenetics’ warranties under the Agreement shall not apply to:
    1. normal wear and tear;
    2. any event which are not reasonably foreseeable by Nalagenetics and/or which cannot be reasonably avoided or controlled by Nalagenetics;
    3. the misuse, fault or negligence of the Purchaser or its employee, agent or contractor or any other person directly or indirectly within the Purchaser’s control or any third party;
    4. causes external to the Product such as, but not limited to, power failure or electrical power surges;
    5. products sold to the Purchaser as ‘used’ products;
    6. installation, removal, use, maintenance, storage, or handling in an improper, inadequate, or unapproved manner by the Purchaser or its employee, agent or contractor or any other person directly or indirectly within the Purchaser’s control or any third party, such as, but not limited to, failure to follow our instructions or operating guidelines, or protocols, operation outside of stated environmental or use specifications, or operation or contact with unapproved software, materials, chemicals or other products;
    7. products manufactured in accordance with specifications provided by the Purchaser; or
    8. products manufactured or supplied by third parties whether or not purchased or acquired by the Purchaser through any of Nalagenetics’ sales channels. Such purchase or acquisition of such third party’s product shall be governed by the third-party’s terms and conditions and the Purchaser shall be obliged to look directly to such third party manufacturer for any support, services and warranties and redress. Nalagenetics shall where reasonable, assign to the Purchaser any warranty rights which Nalagenetics may have in relation to such third party to the extent allowed by such third party.
    For the avoidance of doubt, it is agreed and declared that any installation, maintenance, repair, service, relocation or alteration to or of, or other tampering with, the Product performed by any person or entity other than Nalagenetics without Nalagenetics’ prior written approval, or any use of replacement parts not supplied by Nalagenetics, shall immediately avoid and cancel all warranties with respect to the Product.
  2. Without prejudice to Nalagenetics’ rights under the Agreement, Nalagenetics disclaims all other warranties, whether express or implied, oral or written, with respect to the Products, including without limitation all implied warranties of merchantability, of fitness for any particular purpose and/ or that the Products are error-free or will accomplish any particular result.
3. Remedies
  1. During the validity of any warranty given under Clause 5.1, for Products which do not meet such warranty, Nalagenetics agrees, at its sole discretion, to repair or replace the non-conforming Product and/or provide additional parts as reasonably necessary to comply with Nalagenetics’ warranty obligations, provided that the Purchaser first immediately notifes Nalagenetics when it discovers or should reasonably have discovered any defect or non- conformance, and include in the notice clear details of the Purchaser’s warranty claim.
  2. Where the Purchaser makes a valid product warranty claims under the Agreement, the Purchaser shall return the non-conforming Products to Nalagenetics at the place designated by Nalagenetics, and shall prepay the shipping costs.
4. Repairs or replacements
  If at the Purchaser’s request Nalagenetics agrees to provide any service or to replacement any part of the Product that is not covered by any warranty given under the Agreement, the Purchaser shall pay or reimburse to Nalagenetics all fees for investigating and responding to such request and for rendering such services at the rates set by Nalagenetics.
UNDERTAKING, LIABILITY AND INDEMNIFICATION
1. Undertaking
  The Purchaser undertakes:
  1. to use the Products in accordance with Nalagenetics’ guidelines and instructions, if any and to ensure that the Products are fit and safe for the use of the Purchaser and all persons permitted by the Purchaser for such use; and
  2. (2) not to do or suffer or permit its employee, agent or contractor or any person within the control of the Purchaser to do anything in relation to the Product which Nalagenetics considers is or may be prejudicial to the image, reputation or interests of Nalagenetics.
2. Liability
  1. Notwithstanding any other provision of the Agreement, Nalagenetics’ liability (if any) to the Purchaser or its employee, agent or contractor or any other person directly or indirectly within the Purchaser’s control in relation to any Product shall not exceed the Price paid by the Purchaser to Nalagenetics for such Product.
  2. In any event, Nalagenetics shall not be liable for any indirect, special, incidental, punitive, multiple, exemplary or consequential damages (including but not limited to all costs of cover, lost profits, lost data, loss of business, loss of goodwill or loss of revenue) that the Purchaser may incur under the Agreement, or that may arise from or in connection with the Product.
3. Indemnification
  The Purchaser shall defend and indemnify Nalagenetics against losses and damages and costs (including solicitor and client costs) awarded in any claim made or any legal action brought by a third party against Nalagenetics for any losses or damages suffered by a third party, arising from the default or other wrongful action or omission of the Purchaser or its employee, agent or contractor.
INTELLECTUAL PROPERTY
The Agreement is not intended to and shall not be construed as transferring or sharing any intellectual property right of Nalagenetics in the Product or any other intellectual property right of Nalagenetics or its employee, agent or control, to the Purchaser. Without prejudice to the generality of the foregoing, no right to transfer, distribute or resell any Product or any of its components is conveyed expressly, by implication, or by estoppel. Unless expressly permitted by Nalagenetics in writing, the Purchaser shall not and shall ensure that its employees, agents, contractors and other persons directly or indirectly under the control of the Purchaser shall not modify, change, remove, cover or otherwise obscure any of the brands, trade or service marks on any Product or other intellectual property of Nalagenetics.
COMPLIANCE
1. Applicable laws and regulations
  Each Party shall comply with all laws, regulations, treaties, and agreements relating to the Product and to the sale or purchase (as the case may be) of the Product
2. Audit Cooperation
  The Purchaser shall cooperate fully with Nalagenetics in any official or unofficial audit or inspection conducted or permitted by Nalagenetics including those related to applicable laws or regulations.
MISCELLANEOUS
1. No Assignment
  The Purchaser may not delegate any duties nor assign or share any of its rights or claims or obligations under the Agreement without Nalagenetics’ prior written consent.
2. Governing Law and Dispute Resolution
  1. The Agreement and performance under it will be governed by the laws of Singapore.
  2. In the event of any dispute (“ Dispute ”) between the parties arising out of or in connection with the Agreement (including any question regarding its existence, validity or termination), they shall use their best endeavours to resolve the Dispute, in the first instance, through amicable discussion within 30 days of the service by any of the disputing parties of a notice of the Dispute (“ Dispute Notice”) to the other party. If the Dispute cannot be resolved by amicable discussion, the Dispute shall be submitted to the Singapore Mediation Centre (“ SMC”) in accordance with SMC’s Mediation Procedure in force for the time being, within 45 days after service of the Dispute Notice. Every Party to the mediation must be represented by Head of Department or its equivalent, with authority to negotiate and settle the dispute if possible. Unless otherwise agreed by the parties, the mediator(s) will be appointed by SMC. The mediation will take place in Singapore in the English language and the disputing parties agree to be bound by any settlement agreement reached. If the Dispute cannot be resolved by mediation, the Dispute shall be submitted for resolution by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force which rules are deemed to be incorporated by reference into this provision. The place of the arbitration shall be in Singapore at the Singapore International Arbitration Centre. The language of the arbitration shall be English. The arbitrator shall have the power to award security for costs.
  3. Nalagenetics’ failure to exercise any of its rights under the Agreement is not a waiver of our rights to damages for breach of contract and is not a waiver of any subsequent breach. If any provision or part of the Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Agreement.
3. Third party
  A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act Cap. 53B to enforce any term of the Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
4. Confidentiality
  Each party shall keep confidential any non-public technical information, commercial information (including prices, without limitation) or instructions received from the other party as a result of discussions, negotiations and other communications between the parties in relation to the Products.
5. Requirement to Reduce to Writing
  No notice, waiver, consent, modification, amendment or changes to the terms of the Agreement will be binding unless in writing.
6. Severabiltiy
  Any provision of the Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

Last Updated: October 10, 2020