Warranty

1. DEFINITIONS
the Company means BRT SYSTEMS PTE. LTD. and applies to all regional sales offices.
the Purchaser means the person, firm or company to whom the Company may agree to sell Products.
Purchase Order means any Purchase Order issued by the Purchaser to the Company and which forms the basis of a Contract of Sale.
Products means the goods, articles or services specified in the Purchase Order, Quotation, Proforma Invoice/Order Confirmation and Invoice.
Contract of Sale means the contract for sale of the Products which contract shall be deemed to incorporate these Conditions.
Conditions means these Standard Conditions of Sale.

2. GENERAL
a) Quotations shall only be available for acceptance as stated in the expiry date in the Quotation and may be withdrawn by the Company within such period at any time without notice.
b) All quotations are made and all orders accepted subject to the Conditions. All other conditions whatsoever are excluded from the contract or variation thereof, unless expressly accepted by the Company in writing.
c) Subject as hereinafter provided, the Contract of Sale shall be constituted by the return to the Company of a signed Purchase Order and the acceptance by the Company of said Purchase Order by the return of a written Order Acknowledgement or may be constituted in such manner as the Company determines in writing from time to time. All purchase orders for Products must be placed in writing by e-mail addressed to the Company. Duplicate shippings resulting from improperly marked Confirmation Orders may only be returned at the sole discretion of the Company. Returns of such items must be pre-paid by the Purchaser and may, at the sole discretion of the Company be subject to a minimum handling charge of fifteen percent (15%) of net selling price of the Products.
d) Acceptance of the Products by the Purchaser shall be conclusive evidence before any court or arbiter that these terms apply. Previous dealings between the Company and the Purchaser shall not vary or replace these Conditions or be deemed in any circumstances whatsoever so to do.

3. PRICES AND TAXES.
Prices are quoted Ex-Works (EXW Incoterms 2020) Company facility; freight and insurance prepaid or collect, in accordance with the shipping instructions as detailed on the Purchase Order.
The Company will invoice the Purchaser all freight and insurance prepaid. The Purchaser agrees to pay all applicable taxes.

4. SHIPMENT, DELIVERY AND RISK OF LOSS.
Any date named by the Company for delivery or despatch is given and intended as an estimate only and is not to be of the essence of the order contract. The Purchaser shall nevertheless be bound to accept and pay for, under standard terms of payment, the Products ordered whether available on or after the date stated. The Company will use all reasonable efforts to deliver Product(s) to a mutually agreeable schedule, However, delivery dates are approximate only and the company shall not be liable in any way in respect of late despatch or delivery, and such a failure shall not be deemed to be breach of contract. The risk of destruction, loss or damage in and to any of the Products from time to time sold by the Company to the Purchaser shall pass to and become the responsibility of the Purchaser immediately upon delivery of the Products to the person responsible for transportation upon leaving the Company s warehouse for the purpose of such delivery. In the event that despatch of the Products becomes impossible through no fault of the Company, the risk shall pass to the Purchaser upon intimation that the Products are ready for despatch

5. TERMS OF PAYMENT.
Except as otherwise agreed to between the parties in writing, term of payment are T/T in advance. The Company shall have the right in its absolute discretion following non-observance of the above terms of payment to terminate without notice any prior agreement to supply Products to the Purchaser or to refuse or limit the amount of credit to be given to the Purchaser.
The Company may at its sole discretion require full payment of the Products prior to shipment or may refuse to ship Product and terminate any Purchase Order outstanding without liability to either the Company or the Purchaser. Interest shall accrue on amounts not paid in accordance with the above terms of payment, daily, at the rate of 2.0% per month. The Company reserves the right at any time to revoke any credit extended to the Purchaser because of the Purchaser s failure to pay an invoice when due or for any other similar reason and to suspend any subsequent shipments until the Purchaser s account is current.

6. CLAIMS FOR DAMAGES / DEFECTIVE PRODUCTS.
In the event that the Purchaser alleges that it has received defective or damaged Products, the Purchaser must inform the Company in writing within thirty (30) days of date of receipt of the Products, failing which all claims shall be deemed to be waived and the goods to have been accepted by the Purchaser. This written notice must include the part number of the Products, a description of the characteristics which are not satisfactory, and with any further unique reference numbers that may appear on the packaging of the Products.
Upon review and approval of the written notice by the Company, the Company will issue a Return Material Authorisation number, which allows the Purchaser to return the defective goods to a facility or location directed by the Company, and provide any reasonably requested assistance. Upon receipt of the entire quantity of defective material, the Company will replace the Products on a like-for-like basis, or at the discretion of the Purchaser, will issue credit to the Purchaser s account with the Company.
The issuance of debit notes by the Purchaser while awaiting a potential credit on damaged or defective parts will not be accepted by the Company as having discharged the liability of the debt incurred on the issuance of the original invoice.
Claims for shortage of delivery of Products will not be entertained unless a separate written notice is given to the Company within five (5) days of date of receipt of the Products. Where the terms of delivery are freight collect the Company cannot accept any liability for the actions of the Purchaser’s designated freight forwarder or carrier and as such no claim may be made against the Company for such shortage.
No claim by the Purchaser in respect of certain Products whether in one or more orders shall be accepted as a reason for cancellation of any other orders or the remainder of any order part of which is subject to the claim.
Products supplied by the Company must be stored, carried, processed, installed or otherwise handled or dealt with in accordance with the Company s published instructions, and in accordance with normal safety procedures for the handling of the Products and the Company shall not be liable for any loss, damage, injury or expense arising out of the Products or their condition if this is not done.
The Company shall not be liable to replace any Products rejected only on the grounds of immaterial imperfections or variations in the manufacturing process. The Company provides no warranty for Product(s) purchased through unauthorized sales channels.

7. CANCELLATIONS
Orders may be cancelled only with the prior written consent of the Company. Cancellations may be subject to, at the sole discretion of the Company, a minimum ten-percent (10%) cancellation charge. The Company has the right to revise prices of any orders for Products not cancelled and make adjustment for any quantity discount that is not available as a result of any cancellation.

8. RETURNS
The Company will not accept the return of any Products without the Company s prior written permission. In issuing credit for returns the Company reserves the right to deduct a minimum handling charge of fifteen percent (15%) of the net selling price of the Products.

9. RESALE PROHIBITED.
Unless expressly authorized in writing by the Company, the Purchaser shall not resell the Product(s). If the Purchaser breaches the terms of this paragraph, in addition to the Company’s cancellation rights, the Purchaser agrees to fully indemnify the Company, its officers, employees and distributors from any and all resulting liability, including attorneys’ fees and costs.

10. INCIDENTAL AND CONSEQUENTIAL DAMAGES
Under no circumstances whatsoever shall the Company be liable for any consequential loss (including, but without limitation to the foregoing, loss of profits, increased production costs, loss of data, loss of business, revenue, goodwill and anticipated savings) or damage or loss of any property other than as stated herein howsoever and whatsoever arising. Any express or implied conditions, statement, warranty, statutory or otherwise, are hereby excluded save where such exclusions are invalidated by Statute.

11. FORCE MAJEURE
The Company shall not be responsible to the Purchaser or any customer or prospective customer of the Purchaser in respect of delay in delivery by reason of industrial dispute, riot, mob, fire, flood, war, shortage of labour, power, fuel, materials or transportation (whether experienced by the Company or any sub-contractor thereof), act of regulatory authority or any other circumstances out with the control of the Company. In the event of any delivery to the Purchaser being delayed by a period in excess of three months due to any one or more of
governmental action, international trade embargo or civil or international war, hostilities or disruption, the Company shall without any liability to the Purchaser or any other party whether for consequential damage or otherwise, be entitled to cancel the relevant order or part thereof so delayed and unexecuted as at the date of such cancellation, provided however that the Company shall be prepared to enter into discussions with the Purchaser with a view to agreeing a new price for the order or part thereof cancelled, such price taking into account the increase in costs sustained by the Company during or in consequence of such delay.

12. WARRANTY
a) Seller warrants that for 12 months from the date on which risk in the Products passes to Buyer, the Products will be free from material defects caused by poor workmanship or faulty materials, and will conform to the published datasheets applicable to the Products and other specifications in effect at the date of shipment. Seller s liability under this warranty shall be limited solely to, at Seller’s option, repairing, replacing, or issuing a credit note equal to any amount already paid to Seller in respect of the Products which do not conform to the warranty offered provided that:
i. Buyer notifies Seller in writing within 14 days of discovering such defects;
ii . the Products were not damaged in a manner not attributable to Seller, including, without limitation, misuse, neglect, accident, improper storage, installation, handling or repair . Seller reserves the right to invoice Buyer for all costs associated with the examination and investigation of Products returned where, in Seller s reasonable opinion, they have been damaged in a manner not attributable to Seller; and
iii. the Products have been purchased through authorised sales channels.
Where Buyer returns any Products to Seller claiming breach of the warranty provided under this section, and in the reasonable opinion of Seller the Products are found not to breach the warranty provided hereunder, then Seller shall be entitled to claim reimbursement of any costs associated with the examination of the returned Products.
b) The warranty contained in this section does not apply to Products which are sold at Engineering Sample or In-Design status. Products sold at Engineering Sample or In-Design status are provided by Seller AS IS , with no warranty, either express or implied. Products at Engineering Sample or In-Design status, for the purposes of these Terms and Conditions of Sale, are defined as Products which have not been fully tested or characterised.
c) Except for express warranties stated herein, and to the maximum extent permitted by law, all other warranties are disclaimed, including without limitation, any implied warranty
i. of merchantability or suitability,
ii. of fitness for a particular purpose, or
iii. of non infringement of third party rights.

13. LIMITATION OF LIABILITY
a) In no event shall the total liability of seller for direct damages arising under these terms and conditions exceed the aggregate sum paid to seller by buyer in respect of the products which give rise to such claim.
b) to the maximum extent permitted by law, seller shall not be liable hereunder for any special, indirect, incidental, consequential or punitive damages including, without limitation, loss of profits, revenue, use, or good will, or for the cost of procuring substitute products, regardless of the theory of liability (including negligence) and even if seller was advised of the possibility of such damages.
c) the products are not intended for use in life support systems, appliances, nuclear systems or systems where malfunction can reasonably be expected to result in personal injury, death or severe property or environmental damage. any use of the products by buyer for such purposes is at buyer s own risk and buyer will indemnify seller and its suppliers from and against any and all claims, damages, losses and expenses arising out of or in connection with such use.

14. TOOLINGS
All tooling shall be and remain the property of the Company.

15. RESERVATION OF TITLE
Notwithstanding the passing of risk under Clause 4 above, unless and until payment shall have been made to the Company in full in respect of all goods comprised in the Products delivered or to be delivered to the Purchaser and comprised in the Contract of Sale and in respect of all and any other goods comprised in the Products supplied or to be supplied by the Company under this contract or under any other contract between the Purchaser and the Company, property in and title to all such goods shall remain with the Company and the following provisions of this clause shall be applicable:
a) until ownership of the goods passes to the Purchaser, the Purchaser will so keep the goods that they are identified as the property of the Company;
b) subject to the terms hereof, the Purchaser is licensed by the Company to agree to sell the goods on to bona fide third parties in the normal course of trade, under contracts with such third parties for full payment of full value and in this event the Purchaser shall be deemed to act as fiduciary agent of the Company, save that the Purchaser shall on no account hold himself or itself out as such, and the entire proceeds of any such onward sale will be held in trust for the Company and the Purchaser shall hold such proceeds as separate and identifiable funds;
c) the Purchaser shall not exchange or barter the goods in any way whatsoever;
d) the Purchaser and not the Company shall be liable for any breach of contract, warranty or misrepresentation made by the Purchaser in the course of such sale and the Purchaser shall indemnify and keep indemnified the Company in respect hereof;
e) Upon request the Purchaser shall assign forthwith to the Company the benefit of any agreement whether written or oral under which the goods have been sold to any third party including but not limited to any claim for the sale price thereof or their recovery or value; thereafter the Company shall be entitled to pursue any remedy open to the Purchaser and shall be entitled to retain any sum or property recovered as payment of any sum owing to the Company by the Purchaser;
f) the Company reserves the right to repossess any goods sold hereunder to the Purchaser in respect of which payment is overdue and thereafter re-sell the same and for this purpose the Purchaser hereby grants an irrevocable right and licence to the Company through its servants and agents to enter with or without vehicles upon all and any premises on which such goods may be situated and to take possession of any such goods (where appropriate detaching them from any new objects of which they have become part or with which they have been mixed) without liability to the Purchaser for any consequential damage to the said objects. These rights shall continue to subsist notwithstanding the termination of this contract whether through the happening of any events specified in Clause 18 below or otherwise and without prejudice to any accrued rights to the Company hereunder.

16. GENERAL LIEN
Notwithstanding the passing of risk under Clause 4 above, in addition to any right of lien which the Company may be by law entitled, the Company shall (in the event of the Purchaser’s insolvency) be entitled to a general lien on all goods of the Purchaser in the Company s possession although such goods or some of them have been paid for (in respect of the unpaid purchase price of any other Products sold delivered to the Purchaser by the Company under the same or any other contract).

17. AMENDMENT OR ADDITION OF TERMS AND CONDITIONS
No amendment of, or addition to, or waiver of any of the terms and conditions stated herein shall be binding upon the Company unless expressly accepted by the Company in writing.  Waiver by Company of any specific term or condition contained herein shall not be construed as waiver of any other term or condition.

18. INTELLECTUAL PROPERTY
All intellectual property in the Products manufactured and supplied by the Company including, but without limitation to the foregoing, patents, copyright, trademarks, design rights and know-how is and shall remain the sole property of the Company. The Purchaser specifically acknowledges that they have no intellectual property, of whatsoever nature, in Products manufactured and supplied by the Company. The Purchaser undertakes not to copy, reverse engineer, decompile or disassemble any Products supplied by the Company, or any part thereof, except with the express, prior written consent of the Company, which consent may at the sole discretion of the Company be withheld or given subject to such conditions as the Company
may see fit to impose.

19. TERMINATION
19.1 The Company shall be entitled at any time following the occurrence of one or more of the events specified in Clause 19.2:

     19.1.1 to treat any outstanding contract between the Company and the Purchaser as terminated without prejudice to the other rights arising in favour of the Company hereunder; and/or
     19.1.2 to charge the Purchaser any reasonable cancellation charges; and/or
     19.1.3 to treat all sums due or to become due from the Purchaser to the Company on respect of any contract between them as immediately due and payable; and/or
     19.1.4 to recover any goods comprised in any Products supplied to the Purchaser which have not been paid for.

19.2 The events referred to in Clause 19.1 are:
     19.2.1 the Purchaser, being an individual or firm, becoming apparently insolvent, committing  any act of bankruptcy or making any arrangement with his or its creditors, or, being a                                            body corporate, becoming insolvent, having any receiver or manager appointed to it, having a petition presented for the granting of an administration order in respect of it, or having a                          petition presented or passing a resolution for its winding up or if any analogous proceedings or steps are taken by or against the Purchaser in any jurisdiction

     19.2.2 the Purchaser failing to make payment timeously under any contract between the Company and the Purchaser;
     19.2.3 the Purchaser failing to comply with any of these Conditions of Sale in any contract between the Company and the Purchaser

20. TIME AND INDULGENCE
The whole rights and remedies of the Company in terms of these Conditions shall not be prejudiced or derogated from in any way by the failure of the Company whether on one or more occasions to exercise any of said rights and remedies, or by its agreement whether on one or more occasions not to exercise any of said rights and remedies.

21. SEVERABILITY
In the event that any or any part of these Conditions shall be determined to be invalid, unlawful or unenforceable to any extent, such conditions or provision shall be severed from the remaining conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.

22. DISCLAIMER FOR CRITICAL APPLICATIONS
Unless otherwise noted, Products sold by the Company are not designed, intended or authorized for use as a critical component in life support, life sustaining, nuclear, or other applications in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If the Purchaser uses or sells the Products for use in any such applications: (1) the Purchaser acknowledges that such use or sale is at the Purchaser s sole risk; (2) the Purchaser agrees that the Company is not liable, in whole or in part, for any claim or damage arising from such use; and (3) the Purchaser agrees to indemnify, defend and hold the Company harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.

23. LAW OF CONTRACT AND JURISDICTION
The entirety of this Agreement shall be governed by the law of the Company local’s jurisdiction.