Terms And Conditions For Sales
These terms and conditions of sale which appear on all invoices are the terms and conditions upon which ACP. Computer Training & Consultancy Pte Ltd and its subsidiaries (together “ACP”) make all sales. ACP will not accept any other terms and conditions of sale, unless Buyer and ACP have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions. Acceptance of all purchase orders is expressly made conditional upon Buyer’s assent, expressed or implied, to the terms and conditions set forth herein without modification or addition.
1. ACCEPTANCE OF PURCHASE ORDERS
Buyer’s acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs:
(a) Buyer’s making of an offer to purchase Product from ACP;
(b) Buyer’s written acknowledgment hereof;
(c) Buyer’s acceptance of any shipment of any part of the items specified for delivery (the “Products”); or
(d) any other act or expression of acceptance by Buyer. ACP’s acceptance is expressly limited to these terms and conditions in their entirety without addition, modification or exception, and any term, condition or proposals hereafter submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to these terms and conditions is objected to and is hereby rejected by ACP. ACP’s silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be ACP’s acceptance or approval thereof.
2. DELIVERY
Domestic: For all domestic transactions, unless otherwise stated on the front of the invoice, title to the Products and all risk of loss or damage with respect to the Products shall pass to Buyer upon delivery by ACP to the carrier or Buyer’s representative at ACP’s office.
International: ACP assumes no responsibility for charges related to customs clearance in the country of delivery, customs duties, VAT or any other charges or taxes within the country designated for delivery by the Buyer. Title shall pass to the Buyer upon delivery to the Buyer or Buyer’s representative at ACP’s office.
Delivery is subject to the payment provisions set forth herein and to ACP’s receipt of all necessary information and documentation from Buyer including all import certificates, exemption and/or resale certificates, licenses and other documents as may be required from Buyer for export of the Product. Buyer shall promptly notify ACP, in no event later than five (5) business days after delivery, of any claimed shortages or rejection as to any delivery. Such notice shall be in writing and shall be reasonably detailed, stating the grounds for any such rejection. Failure to give any such notice within such time shall be deemed an acceptance in full of any such delivery. ACP shall not be liable for any shipment delays beyond the reasonable control of ACP which affect ACP or any of ACP’s suppliers, including, but not limited to, delays caused by unavailability or shortages of Products from ACP’s suppliers; natural disasters, acts of war; acts or omissions of Buyer; fire, strike, riot, or governmental interference; unavailability or shortage of materials, labour, fuel or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever; or transport failures.
3. PRICE AND PAYMENT
Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes), as well as import or customs duties, license fees and any other similar charges, however designated or levied on the sale or delivery of the Products or measured by the purchase price paid for the Products. ACP’s prices set forth on the front side of the invoice do not include such taxes, fees and charges. Exemption certificates must be presented to ACP prior or at the time of ordering if they are to be honored.
Payment Terms: Unless otherwise specified, the payment terms are COD. ACP, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise. All unpaid invoices shall bear interest at an amount equal to 2% of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less), commencing upon the date payment is due.
All cancellation of purchaseshall bear a cancellation fees at an amount equal to 20% of the invoice value. Deposit made in advance for the secure of goods/ products shall be non-refundable.Buyer’s failure to make timely payment may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and termination of any one or more sales agreements. Notwithstanding any “net” payment provisions specified on the invoice, ACP shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by ACP at any time and without prior notice. ACP retains (and Buyer grants to ACP by submitting a purchase order) a security interest in the Products to secure payment in full and compliance with these terms and conditions of sale. Buyer agrees to execute any additional documents necessary to perfect such security interest.
Collections: In the event the sales invoice shall be placed by ACP in the hands of an attorney or collection agency for the purpose of collection, with or without litigation, or for the purpose of enforcing ACP’s security interest in the Products, the Buyer agrees to pay any and all costs associated with such placement, including, without limitation, attorney’s fees and costs incurred prior to, during, or subsequent to trial, and including, without limitation, collection, bankruptcy, or other creditor’s rights proceedings.
Currency: If a sale is to occur, or the Product is to be shipped, outside of the United States, Buyer acknowledges and agrees that the amount due ACP is contracted in U.S. Dollars and that payment in U.S. Dollars is of the essence.
4. RETURNS
ACP makes no representations or warranties of any kind with respect to the Products. ACP HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. ACP WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY.
The right to return defective Products, as previously described, shall constitute ACP’s sole liability and Buyer’s exclusive remedy in connection with any claim of any kind relating to the quality, condition or performance of any Product, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise. In the event ACP issues a return authorization to Buyer allowing Buyer to return Product to ACP, Buyer will deliver the Product to ACP’s address in the United States, if so required by ACP, and Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes) as well as import or customs duties, license fees and similar charges, however designated or levied, on any replacement Product to be shipped by ACP to Buyer.
5. LIMITATION OF LIABILITY
ACP SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT TO SELL PRODUCT TO BUYER OR THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF ACP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.
6. GENERAL
These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by ACP to Buyer and shall supersede all prior offers, negotiations, understandings and agreements. Unless Buyer and ACP have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain these terms and conditions. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of ACP in the Republic of Singapore. Any waiver by ACP of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of its rights. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the Republic of Singapore shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. All sales agreements shall be deemed made in, and shall be governed by, the laws of the Republic of Singapore.
Updated on 8th December 2020
1. DEFINITIONS
1.1. In this Letter of Engagement, the following words and expressions shall have the meanings respectively set opposite them, unless the context otherwise requires:
ACP: AC P. Computer Training & Consultancy Pte Ltd and its subsidiaries
Client: Client is the person to whom the Quotation/Proposal setting out the terms of engagement is addressed
2. TERMS OF REFERENCE
2.1. All work by ACP for the Client will be in accordance with the services outlined in the Quotation/Proposal, as modified by any subsequent variations mutually agreed in writing.
2.2. ACP’s Quotation/Proposal setting out the terms of the engagement and the standard terms and conditions herein are together referred to as the “Terms of Business”.
2.3. In the event of any conflict between the terms and conditions stated in this Standard Terms and Conditions and the Quotation/Proposal, the latter shall prevail.
3. INFORMATION AND ASSISTANCE
3.1. The success of the project detailed in the Quotation/Proposal is dependent on the timely co-operation of the Client, including:
(a) Providing the materials and information that are requested from time to time for the engagement, and if stated in the Quotation/Proposal, for the Client’s senior executives and staff to work with ACP.
(b) Making senior executives available for consultation on request.
(c) Making decisions promptly to facilitate the performance of the project.
3.2. The time estimated for the completion of the engagement is given on the assumption that ACP receives such co-operation and commitment from directors and staff of the Client.
3.3. If the directors and staff do not provide, or delay in providing that co-operation, the Client hereby agrees to pay ACP any additional fees and expenses that may result.
4. CONFIDENTIALITY
4.1. ACP will keep confidential all information passed by the Client (unless such Information is in the public domain or its disclosure is expressly permitted by the Client or is required by any law or regulation), as well as all reports, advice and recommendations produced by ACP under the Terms of Business.
4.2. The Client will keep confidential any methodologies and technology used to carry out an assignment and will not disclose any report or information provided by ACP or its terms of engagement save as set out in the Quotation/Proposal or otherwise agreed in writing.
4.3. The Intellectual property rights in all pre-existing ACP’s materials and methodologies utilized in this engagement or incorporated into a report or any other material provided to the Client remain vested in ACP.
4.4. ACP retains the copyright on all materials provided to the Client.
4.5. The Client hereby gives its consent to ACP for the mention of the Client’s name/logo and this engagement in ACP’s future marketing materials unless expressly objected by the Client.
5. TERMINATION
5.1. The contract may be terminated forthwith by either party in the event of the other going into insolvent liquidation or having a Receiver or Administrator appointed over all or part of its assets or being the subject of any other formal insolvency procedure.
5.2. ACP may terminate the engagement forthwith in the event that the Client is in breach of any of the Terms of Business and/or any terms in the Quotation/Proposal or if ACP otherwise considers it necessary.
5.3. If the engagement is terminated by either party prior to completion, all outstanding fees and expenses incurred for work completed up to that point shall remain payable to ACP and the Terms of Business shall remain binding upon the Client.
6. CHARGES
6.1. Fees are based on either the time spent by ACP on an assignment at the man day rates for the staff concerned or other pre-agreed amounts.
6.2. Either party may request changes to the agreed scope of the engagement.
6.3. ACP will work together with the Client to consider and, if appropriate, vary any aspect of the engagement, subject to payment of reasonable additional fees and a reasonable additional period of time to provide the additional services.
6.4. Any variation to the Quotation/Proposal, including any variation to fees, services or time for performance of the engagement will be detailed In a separate Change Request and will form part of the Terms of Business, and will be subject to these Standard Terms of Business Fee rates are revised periodically and when staff are promoted. Where applicable, ACP will give one month’s notice of such revisions.
6.5. Man Day charges are based on a standard day of 8 hours, and a 5-day week, excluding public holidays. Where overtime is required, additional hours will be charged at the specified fee rates.
6.6. All fees and expenses charged to Singapore clients are subject to Goods and Services Tax.
7. PAYMENT
7.1. ACP’s invoices are payable within 7 days from the date of invoice.
7.2. Any disagreement or objection to the amount due under the invoice must be communicated to ACP In writing within 5 days from the date of invoice. The Client is deemed to have waived any claim not made within that period.
7.3. ACP reserves the right to charge interest on overdue amounts at an annual rate of 2% over the average prime lending rate of the leading local banks prevailing from the due date to the payment date of the overdue amounts.
8. USE OF REPORTS
8.1. Reports and advice given by ACP or by the web application/software will be solely for the Client’s use and benefit and only for the purpose of the engagement to which these Terms of Business relate.
8.2. No liability is accepted by ACP to any third party for its reports or advice, whether disclosure is permitted in the manner set out in these Standard Terms of Business.
8.3. The Client undertakes not to disclose the report or its contents in whole or in part, whether written or verbal, to any third party without the express written permission of ACP.
8.4. Even where such permission is given, ACP cannot accept any liability for the contents of its report to any third party and will require the intended recipient to expressly agree not to disclose the report, or any part thereof, to anyone else and warn him that he should not himself place any reliance on the report but seek his own independent advice.
8.5. The Client acknowledges that no reliance will be placed on draft reports, conclusions or advice, whether oral or written issued by ACP, as they may be subject to further work, revision or investigation that may render such drafts substantially different from any final report or advice issued.
9. RESPONSIBILITY FOR INFORMATION PROVIDED AND DOCUMENTS
9.1. ACP may ask the Client for confirmation of information or additional information relating to any document which the Client requests ACP to review or approve. ACP assume no responsibility and make no representation with respect to the accuracy or completeness of any information or material provided by the Client or on the Client’s behalf. The Client shall accept full responsibility for the preparation and contents of the document.
10. WARRANTIES
10.1.The Client accepts and acknowledges that, subject to any statement made in these Standard Terms of Business, ACP has not made any warranties or guarantees of any nature in respect of the engagement or satisfactory conclusion of the engagement or with respect to the economic, financial or other results which the Client may experience as a result of the engagement.
11. HOLD HARMLESS
11.1. ACP will use reasonable skill and care in the performance of the engagement. ACP’s maximum liability relating to services rendered (regardless of form of action whether in contract, negligence or otherwise) shall In no circumstances exceed one times the charges paid for the portion of service or work giving rise to the liability.
11.2. In no event shall ACP be liable for consequential, special, incidental or punitive loss, damage or expense (including without limitation lost profits, opportunity costs etc.) even if advised of their possible existence. This provision shall survive the completion or termination of this engagement.
11.3. The Client shall indemnify ACP and hold ACP harmless from and against any claims, liabilities, costs and expenses (including without limitation, reasonable legal fees and the time of ACP staff involved) brought against, paid or incurred by ACP at any time and in any way arising out of or relating to its services under this engagement, except to the extent finally determined to have resulted from the fraud of ACP’s staff. This provision shall survive the completion of this engagement.
12. JURISDICTION
12.1. The agreement evidenced by this letter and the relationship between ACP and the Client shall be governed by and interpreted and construed in accordance with Singapore law and no claim may be brought against ACP in contract, tort or otherwise, save in so far as such claim could be brought in Singapore law without reference to the law of any other country,
12.2. Save as set out below, the courts of Singapore shall have exclusive jurisdiction to settle any dispute (including claims for set-off and counterclaims) which may arise in connection with the validity, effect, interpretation or performance of the legal relationship established by these Terms of Business or otherwise arising in connection with these Terms of Business, The Client submits irrevocably to the jurisdiction of the courts of Singapore.
12.3. The Client agrees that the agreement is concluded for ACP’s benefit alone and that ACP retain the right to bring proceedings against the Client in their absolute discretion in the courts of any other country which may have jurisdiction.
13. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
13.1. Unless expressly provided for in the Quotation/Proposal, a person who is not a party to this engagement shall have no right to enforce any of its terms under the provisions of the Contracts (Rights of Third Parties) Act.
14. ALTERNATIVE DISPUTE RESOLUTION
14.1. Any controversy or claim arising out of or relating to the services covered by this letter shall be submitted to mediation before a mediator chosen by the parties or, where the parties cannot agree, by the Singapore Mediation Centre.
14.2. If the controversy or claim is not resolved within 90 days (or longer period, agreed by the parties),
the mediation shall terminate and dispute shall be settled by arbitration in accordance with the rules of the Singapore International Arbitration Centre. Judgment on any arbitration may be entered in any court having jurisdiction.
15. MISCELLANEOUS PROVISIONS
15.1. Nothing in the Terms of Business will prevent ACP from taking any such action as may be required by law or statute or to comply with regulations of any relevant professional body.
15.2. Each term in the Terms of Business will be severable. In the event of any term being held to be invalid, illegal or unenforceable, the remainder of the terms will remain effective and binding.
15.3. No party will be liable to the other party for any delay or failure to fulfil obligations caused by circumstances outside reasonable control of both parties. If such circumstances continue to prevent performance or either party’s duties and obligations for a period of more than 60 days, both parties will consult each other to agree on an alternative course of action.
15.4. ACP will not be prevented or restricted by anything in the Terms of Business from providing engagements to ACP’s other clients. ACP will take steps to ensure that confidential Information communicated during the course of this engagement will be maintained in strict confidence, and separate from directors and staff assigned to engagements in which there is a manifest conflict of interest.
15.5. ACP may communicate with the Client electronically. Such electronically transmitted information cannot be guaranteed to be secure or error-free, and it may be adversely compromised or unsafe to rely upon. ACP will not accept any liability in respect of any error or omission arising from or in connection with the electronic communication of information to the Client. The Client may opt for and notify ACP not to communicate electronically with him.
16. VALIDITY
16.1. These Terms of Business shall form the sole basis of the contract between the parties notwithstanding anything to the contrary save in so far as ACP agrees in writing to any variations.
Version 1.1. Updated on 25 November 2020
