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Standard Terms and Conditions

FOR INSPECTION, SERVICING, UPGRADING, MODIFICATION, TESTING AND SUPPLY OF ELECTRICAL/MECHANICAL EQUIPMENT

  1. Applicable Terms: The terms and conditions set out hereunder (the “Terms and Conditions”) shall be incorporated in the contract for the supply of services and/or goods (the “Contract”) entered into by the supplier, Maintech Engineering & Supplies Pte. Ltd. (“MES”) to the customer (the “Customer”), whether or not expressly referred to in other documents of service, sale, purchase, invoices or delivery notes issued by MES or the Customer. Customer’s terms shall be applicable only to the extent that they have been expressly accepted by MES in writing. The unconditional performance of services, delivery of goods or acceptance or payments, pursuant to the Contract, shall not constitute acceptance by MES of any terms deviating from these Terms and Conditions.
     
  2. Binding Contract: MES’s offer, which shall take the form of an issued quotation, shall be subject to MES’s written order confirmation (“Order Confirmation”). The Contract shall be formed at the point where MES has issued an Order Confirmation to the Customer.
     
  3. Price Revision: Unless expressly termed as firm, prices quoted or contracted by MES may be revised by MES in its sole discretion to cover the additional costs due to the change in workscope. If MES desires to revise prices accordingly, prior notice will be given to the Customer.
     
  4. Property of Documents and/or Samples: Documents such as illustrations, drawings, cost estimates and printed literature as well as data sheets stating weight, dimensions, performance and energy requirement, etc submitted by MES to Customer shall not be deemed binding specifications unless expressly so defined in a binding offer or order confirmation submitted by the MES. MES shall retain title and copyright of all such documents irrespective of the form or cover which they were submitted to Customer and Customer shall not pass on such documents or any related proprietary information received from MES to third parties neither in writing nor verbally, without the prior written consent of MES. Where MES has provided the Customer with samples, such samples are provided to the Customer for the sole purpose of giving the Customer an approximate idea of the goods to be provided by MES, and MES is not entering a sale of goods by sample.
     
  5. Delivery Periods/Delivery Dates: Delivery or completion dates are approximate only and are subject to prompt receipt of or ready access to spare parts, materials or components and prompt receipt of all necessary information and instructions. Should delay in performance or in delivery of the goods be prevented by reasons beyond the control of MES, the delivery periods and delivery dates shall be deemed adhered to. In the event of any such delay, the date of performance or delivery shall be extended for a period equal to the time lost by reason of the delay. In case of request by Customer to delay delivery of the goods, MES, in addition to any further claims shall be entitled to compensation for the cost of intermediate handling and storage of the goods. In case such delay of delivery of goods exceed one calendar month, MES is entitled to charge Customer’s loss in interest at a rate of 1% per month of the non-paid portion of the Contracted Price. Excluded are Force Majeure Events, as defined in Clause 11.If thirty (30) business days after the day on which MES has either attempted to make delivery of the Goods or notified the Customer that the Goods were ready for collection, whichever is earlier,  the Customer has not taken delivery of or collected those Goods, MES may resell or otherwise dispose of part of or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods, or charge the Customer for any shortfall below the price of the Goods.
     
  6. Limitation of Liability: The Customer shall be solely responsible for arranging adequate insurance cover, as set out in Clause 8 of these Terms and Conditions. MES’s liability in respect to services rendered or goods supplied under the Contract shall be limited to the purchase price of the services or goods in respect of which damages are claimed. MES shall in no event be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract. MES shall only be liable to the Customer for actual losses resulting from delayed performance or delivery, short shipment, handling, storage, use or imperfection of goods supplied, as well as from delayed or imperfect services rendered hereunder, in the event of the gross default or wilful negligence of MES. MES’s total liability to the Customer for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 90% of the total sums paid and/or payable by the Customer for goods and/or services under the Contract.
     
  7. Risk: The risk in any goods to be supplied under the Contract by MES (the “Goods”) shall pass to the Customer on the completion of delivery.
     
  8. Insurance: During the term of the Contract, the Customer shall maintain in force, with a reputable insurance company, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on MES’s request, produce both the insurance certificate giving details of cover and the receipt for the year’s premium in respect of each insurance.
     
  9. Assignment and Subcontracting: MES shall have the right to subcontract any or all of the work covered by the Contract. Any assignment of this order or any rights hereunder, by the Customer without written consent of MES, shall be void.
     
  10. Resale: If thirty (30) business days after the day on which MES attempted to make delivery of the Goods, the Customer has not taken delivery of those Goods, MES may resell or otherwise dispose of part or all of the Goods, and after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods, or charge the Customer for any shortfall below the price of the Goods.
     
  11. Force Majeure: Performance of services or delivery of goods sold hereunder may be delayed or suspended by MES in the event of an act of God, war, riot, explosion, accident, flood, sabotage, inability to obtain fuel, power, raw material, labour, containers or transportation facilities, breakage or failure of machinery or apparatus, governmental law, regulation, order or action, national defence requirements or any other event beyond the reasonable control of MES or in the event or labour trouble, strike, lockout or injunction, any of which events prevent the service of equipment, manufacture or dispatch of a shipment of the goods or a material upon which the manufacture of the goods is dependent (a “Force Majeure Event”). If because of any such Force Majeure Event, MES is unable to supply part or total of the goods or render part or total of the services contracted hereunder, MES shall be exempted to such extent from his obligations hereunder with respect to the particular performance or delivery involved upon giving prompt notice of such event to the Customer, but the Contract shall otherwise remain in force. For the avoidance of doubt, where MES is exempted from his obligations hereunder with respect to the particular performance and/or delivery, MES shall be entitled to retain only 50% of monies received in respect of that particular performance of services and/or delivery of goods. If the Force Majeure Event prevails for a continuous period of more than six (6) months, either party may terminate the Contract by giving 30 days’ written notice to the other party (the “Force Majeure Notice Period”). On the expiry of the Force Majeure Notice Period, the Contract shall terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of the Contract occurring prior to such termination.
     
  12. Customer’s Credit: Payment should be made by electronic funds transfer or by crossed cheque in favour of Maintech Engineering & Supplies Pte Ltd. Payment under the Contract is deemed made by the Customer only after the receipt of cleared funds by MES. Credit terms is thirty (30) days unless otherwise specified in the Contract. MES reserves the right, among other remedies, either to terminate the Contract or to suspend further services or deliveries in the event and for such time as Customer fails to pay for any service or delivery when payment is due. Should Customer’s credit standing become unsatisfactory to MES, cash payments or satisfactory security may be required by MES, in its sole discretion, for future services to be rendered or for deliveries of goods as well as for services theretofore rendered or for goods theretofore delivered. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
     
  13. Reservation of Title: Goods supplied by MES under a Contract shall remain the MES’s property until the respective purchase price has been paid in full by Customer. In case of Goods processed by Customer before the full purchase price has been paid. MES’s reservation of title shall extend over the entire new object. In case of processing, combining or mixing MES’s goods with goods owned by Customer or third parties. MES shall acquire a part title of the newly created object or objects at a percentage corresponding to the ratio of the value of MES’s goods to that of the goods of Customer or third parties. Customer shall store the goods and such newly created objects in a manner to indicate that Customer holds these goods and objects as a bailee for MES. Customer may nevertheless sell these goods and objects to a third party in the normal course of business, but shall account to MES for the portion of proceeds lawfully belonging to MES as an agent of MES. Title to equipment from time to time loaned or hired to the Customer shall remain with MES and all scrap resulting from the work shall be the property MES.
     
  14. Warranty: MES warrants to the Customer that the services to be performed and the equipment, material and components to be furnished hereunder will be free from material defects in design, material or workmanship and will be of the kind and quality designated or specified in the Contract. The warranty does not cover normal wear and tear and shall in any case not exceed six (6) months from the date of service or delivery, unless specified otherwise in the Contract. MES’s warranty is further predicated on Customer’s compliance with generally accepted or expressly specified conditions for proper handling, use and maintenance of the equipment or goods. Customer agrees to inspect the services rendered or the goods supplied hereunder immediately after performance or delivery and to give notice in writing of any claim within two (2) days after delivery or within two (2) days after the breakdown of the equipment during the warranty period. Failure to give notice in writing as aforesaid within the specified time constitutes an unqualified acceptance of the services or goods and a waiver of all claims with respect thereto. In case of a substantiated valid complaint concerning the services rendered or goods hereunder, i.e. in case the goods have become unserviceable within the period specified above due to a cause demonstrably dating back to the time prior to the transfer of risk, e.g. in consequence of faulty design, inadequate material or poor workmanship, MES may repair, exchange or take back against reimbursement the rejected goods or the unserviceable part thereof or repeat or reimburse Customer for the rejected service at MES’s sole option. MES’s obligations under this warranty shall be conditional on Customer’s full compliance with Customer’s obligations under the Contract, especially on full compliance with the terms of payment. MES shall not be responsible nor liable, in any way whatsoever, for any defects in equipment, material and components or any defect in or faulty method of work or design so prescribed by the Customer, whether or not such defects are apparent or visible. MES does not warrant any equipment, material or components designated or supplied by the Customer. MES makes no warranty, whether or merchantability, fitness or otherwise expressed or implied concerning the services rendered or goods supplied other than they shall be of the specifications stated in the Contract.
     
  15. Scrap Materials: All left over scrap materials from the repair works, whether said repair works were carried out at MES’s premises or otherwise, including copper & aluminium wires, insulation materials, bearings, damaged parts and other ferrous metals shall belong to MES unless otherwise stated in the MES’ quotation.
     
  16. Cancellation: The Customer may within three (3) days of placing an order amend or cancel an order by written notice to MES. If the Customer amends or cancels an order, its liability to MES shall be limited to the payment to MES of all costs incurred by MES in fulfilling the order up until the date of deemed receipt of the amendment or cancellation.
     
  17. Termination: Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 business days of that party being notified in writing to do so; (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business, or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy. Without limiting its other rights or remedies and notwithstanding anything else contained in the Contract, MES may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment. Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
     
  18. Variation: No variation of the Contract or of these Terms and Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
     
  19. Governing Law and Jurisdiction: The validity, interpretation and performance of the Contract shall be governed by and construed in accordance with the laws of the Republic of Singapore. Each party irrevocably submits to the exclusive jurisdiction of the courts of Singapore over any claim, dispute, or matter arising under or in connection with the Contract or its enforceability or the legal relationships established by the Contract.
     
  20. Validity of Contract: In case individual terms of the Contract should be modified, replaced or become partly or wholly invalid by mutual consent of MES and Customer, all other terms shall remain in force and the Contract shall be deemed amended accordingly. In case individual terms of this contract should be modified, replaced or become partly or wholly invalid due to any governmental law, regulation, order or action, MES and Customer shall forthwith try to find an equitable valid replacement for the term thus changed or invalidated. If no mutual consent concerning such replacement can be reached, MES shall have the option to either accept and changed term or the invalidation thereof and thereby keep the thus amended Contract in force or to terminate this contract by written notice to Customer.
     
  21. Notices: Any notice or other communication given to a party under or in connection with the Contract shall be in writing and must be delivered personally, sent by post, or sent by email to the address or email address as set out in the Order Confirmation. Any notice or other communication given under the Contract shall be deemed to be validly given: (a) if sent by post, 48 hours (or, if sent to or from a place outside Singapore, seven (7) days) after the time of posting and in proving service, it will be sufficient to prove that the envelope containing any such notice was duly addressed, stamped, and posted; and (b) if sent by email, 24 hours after sending. All references to writing or written in the Contract includes fax and email.
     

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