"Buyer" means the person, firm, or company purchasing Goods or Services.
"Conditions" means these General Terms and Conditions of Sale.
"Contract" means the agreement between Unipak and the Buyer for the purchase of Goods and/or Services from Unipak by the Buyer.
"Goods" means the goods manufactured or sold by Unipak and purchased by the Buyer on the terms of this Contract.
"Order" means the sales order confirmed and accepted by Unipak according to the Contract.
"Services" means the services provided by Unipak to the Buyer.
"Party" means the Buyer or Unipak, "Parties" means the Buyer and Unipak collectively.
"Unipak" means, individually and collectively, Unipak Asia Pte Ltd, registered in Singapore, and/or any of its related, associated or subsidiary entities.
"Work" means the Goods and/or Services specified in the Order pursuant to the Contract and its Exhibits.
Scope of agreement
Unless agreed otherwise in writing between Unipak and the Buyer, these Conditions shall be incorporated in all Contracts of Unipak to supply the Work to the Buyer together with the details of the Order, and shall be limited expressly to the terms and conditions of the Contract and the Order. Any contrary provision whether written or oral, contained in the Buyer's purchase orders, invoices, acknowledgements or other documents or communications are not binding. In the event of any conflict or inconsistency between a term proposed by the Buyer which is contained in any Order, and a term of these Conditions, the term of these Conditions shall prevail to the extent of the conflict or inconsistency, unless the term of the Order has been expressly accepted by Unipak in writing as a variation of these Conditions. No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication, or made verbally by any of the agents or employees of Unipak shall be construed to vary in any way any of the conditions under this Contract unless expressly agreed in writing. Any written quotation, estimate and/or advertised price for the Goods shall be an invitation to treat and no binding contract shall be created by placing an order until Unipak has acknowledged the order in writing and confirmed its acceptance of the order in writing. Unipak reserves the right to reject any order in whole or in part for any reason. If the Goods ordered are not available, Unipak will inform the Buyer accordingly and may recommend a replacement. If the replacement is accepted by the Buyer, this will constitute a binding Order for the replacement Goods and Unipak will deliver the replacement Goods to the Buyer.
Price and terms
The prices payable by the Buyer for goods and services to be supplied by Unipak under these Conditions will be specified in the applicable Order. Unless otherwise expressly stated in an Order, all prices exclude shipping and taxes. The prices may be subject to variation to take into account variations in wages, materials or other costs since the date of Unipak's quotation or, if no quotation is issued, the date of the Buyer's order. Unipak accordingly reserves the right to adjust the invoice price payable by the amount of any increase or decrease in such costs after the price is quoted and the invoice so adjusted shall be payable as if it were the original Contract price. Payment terms are C.O.D. (cash on delivery) unless otherwise specified in writing. If the Buyer does not pay an invoiced amount within terms, the Buyer will in addition pay late fees and/or finance charges of one percent (1%) per month on the late balance. Unipak reserves the right to (1) withhold shipment of the Work until full payment is made, and/or (2) revoke any credit extended to the Buyer. In the event that the Buyer's account is more than ninety (90) days in arrears, the Buyer shall reimburse Unipak for the reasonable costs, including attorneys fees, of collecting such amounts from the Buyer. In the event of any dispute regarding an invoice, no finance charges will apply if the Buyer provides written notice of the dispute prior to the due date for such payment. (c) The Buyer shall provide notice within five (5) business days of the occurrence of any event which materially affects the Buyer's ability to perform its obligations under these Conditions including but not limited to: (i) the material default of any supplier or sub-contractor, (ii) labor strike or dispute, or (iii) material uncured default with respect to any debt obligations of the Buyer.
All times or dates given for delivery of the Goods are given in good faith but without any responsibility on the part of Unipak. Time of delivery shall not be of the essence of any Contract nor shall Unipak be under any liability for any delay beyond Unipak's control. No liability for non-delivery, loss or damage to the Goods occurring post delivery, or for any claim that the Goods are not in accordance with the Contract, will attach to Unipak, unless claims to that effect are notified in writing by the Buyer to Unipak (and in the case of claims for non-delivery, loss or damage with a copy to the carrier if the Company's own vehicles have not been used to deliver the Goods) within 1 day of delivery. If the Buyer fails to give notice, the Goods shall be deemed to be in all respects in accordance with the Contract and the Buyer shall be deemed to have accepted the Goods and shall be bound to pay for the same accordingly. All requests for proof of delivery must be made within a period of 30 days following the date of the invoice. The Buyer agrees that in the event of a valid claim for non-delivery, loss or damage to the Goods and/or non-compliance with the Contract, Unipak may at its sole discretion either reprocess or replace the Goods at its own expense but shall then be under no further liability in connection with such non-delivery, loss, damage or non-compliance. If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods have been notified as ready for delivery, Unipak may at its sole discretion, store the Goods at the risk of the Buyer and take all reasonable steps to safeguard and insure them at the cost of the Buyer, provided that the Buyer shall be immediately informed thereof. Unipak shall have the right to make delivery by instalments of such quantities of the Goods and at such intervals as it may decide. Any defect in any instalment shall not be a ground for cancellation of the remainder of the instalments and the Buyer shall be bound to accept further deliveries thereof.
Products must be in saleable condition to qualify for return. Saleable condition is defined as those unused items in original packaging, defect-free and in unbroken quantities. All returns are subject to inspection, testing and acceptance by Unipak. Non-stocking, non-standard items and discontinued items are not eligible for return credit. Credit will be based upon either the invoice price or price in effect at the time of return. Unipak reserves the right to charge a fee for shipping, handling, inspection, and re-stocking.
The selection of the Goods suitable for the Buyer's purposes depends on a range of factors. These factors include, but are not limited to, on-site conditions or other circumstances of the proposed application of the Goods known only to the Buyer. The Buyer is solely responsible for satisfying itself that the data supplied to Unipak on which information or recommendations made by Unipak are based, is correct and that any assumptions made by Unipak to supplement that data are suitable for the Buyer's purposes. Unipak accepts no responsibility of any nature whatsoever for information or advice it supplies, where any data supplied by the Buyer is incorrect, or where any assumption which Unipak has made is unsuitable for the Buyer's purposes. The Buyer is encouraged to raise with the Company any questions it may have. Where required by applicable law, the Buyer shall be responsible for obtaining and maintaining all applicable licences, permits and registrations in connection with the import, handling, transportation, storage and use of the Goods.
Buyer materials and data
The Buyer represents and warrants that any matter it furnishes for performance of services by Unipak (i) does not infringe any copyright or trademark or other Intellectual Property Rights of any third party, and (ii) does not otherwise violate any laws or infringe the rights of any third party. The Buyer warrants that it has the right to use and to have Unipak use on behalf of the Buyer any data provided to Unipak or its Affiliates by the Buyer including specifically customer names, identifying information, addresses and other contact information and related personal information ("Data"). The Buyer further warrants that it will designate on the applicable Order if Data provided pursuant to that Order is subject to statutes providing enhanced data protection or requiring enhanced data security procedures.
In the event any inventory is maintained by Unipak on behalf of the Buyer and stored at Unipak's facilities, the following Storage Agreement applies. The Buyer agrees to pay fees associated with storage, inventorying and warehousing of the Goods. Upon Unipak's receipt of the Goods, the Buyer agrees that it shall bear all and insure against all risk of loss at all times while the Goods are located at Unipak's facilities or under the direction and control of Unipak. Unless caused by gross negligence or willful misconduct of Unipak, in no event shall Unipak be liable for any loss or damage to the Goods. If there is no order or de minimus activity related to the Goods for a period of six (6) months, or upon expiration or termination of the Storage Agreement, Unipak will use reasonable efforts to notify the Buyer of any such event, and the Buyer shall accept C.O.D. return shipment of all remaining Goods. If the Goods are returned to Unipak, Unipak shall have the right to destroy, resell or otherwise dispose of the Goods. The Buyer shall be liable for all costs and expenses related thereto, including but not limited to shipment, destruction, resale, enforcement of and collection, including attorneys' fees. The Storage Agreement shall remain in effect until Unipak is no longer in possession or control of any of the Buyer's Goods, or until the Storage Agreement is terminated. Either party may terminate the Storage Agreement for convenience upon thirty (30) days written notice to the other Party.
Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by the Buyer as of the date of the Order or made or conceived by employees of the Buyer during the Term of the Order shall be and remain the sole and exclusive property of the Buyer provided that the Buyer grants to Unipak a license to use, display and distribute (and to sub-license its affiliates and sub-contractors to use, display and distribute) any intellectual property rights delivered to Unipak as reasonably necessary to perform any Order. Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by Unipak as of the date of the Order or made or conceived by employees, consultants, representatives or agents of Unipak during the term of these Conditions shall be and remain the sole and exclusive property of Unipak.
Any information that parties receive or otherwise have access to incidental to or in connection with these Conditions (collectively, the "Confidential Information"), shall be and remain the property of the disclosing party. Confidential Information shall not include information which: (i) was in the possession of the Receiving Party at the time it was first disclosed by the Disclosing Party, (ii) was in the public domain at the time it was disclosed to the Receiving Party, (iii) enters the public domain through sources independent of the Receiving Party and through no breach of this provision by the Receiving Party, (iv) is made available by the Disclosing Party to a third party on an unrestricted, non-confidential basis, (v) was lawfully obtained by the Receiving Party from a third party not known by the Receiving Party to be under an obligation of confidentiality to the Disclosing Party, or (vi) was at any time developed by the Receiving Party independently of any disclosure by the Disclosing Party. Confidential Information may be used to the extent necessary to perform these Conditions and the parties shall not disclose Confidential Information to any third party, except to its agents (who have executed confidentiality agreements containing terms substantially similar to the terms) as necessary to provide the Work hereunder. In no event shall the Buyer acquire any right, title or interest in and to any product or process information, including related know how, either existing or developed during the course of the business relationship with Unipak and the Buyer, and in no event shall Unipak acquire any right, title, or interest in and to any materials or information provided to it by Buyer.
To the greatest extent permitted by local laws and regulations, Unipak shall not be liable (whether or not Unipak has been advised of the possibility of such loss) in contract, tort, negligence or otherwise howsoever arising for any claim, damage, loss or costs in respect of: (i) any losses special to the Buyer, any direct loss of profits, any direct loss of turnover and/or any direct loss of revenue, and (ii) any indirect or consequential loss or damage howsoever caused including without limitation any losses special to the Buyer, any loss of profits, loss of turnover, loss of revenue, loss of business and/or loss of data, and for the avoidance of doubt, the subclauses in this clause are intended and agreed by the Buyer to be severable. The aggregate liability of Unipak (whether in contract, tort, negligence or breach of statutory duty or otherwise) to the Buyer for any and all loss, damage, liability, costs, and/or expenses, arising as a result of or in connection with any Contract or any Goods, shall be limited to the price of the Goods under such Contract. The Buyer shall be liable for and shall indemnify Unipak against any and all loss, damage, liability, costs including legal costs, and/or expenses, including those arising from any claims by a third party, arising as a result of or in connection with any act, omission or negligence of the Buyer, and/or any breach of the terms, provisions or representations contained herein, and/or otherwise through the default of the Buyer.
In addition to all other rights to which a Party is entitled under these Conditions, if either Party breaches any term of the Order or the Conditions, the non-breaching Party shall have the right to: (i) terminate the Order immediately upon written notice to the other Party, and (ii) seek to obtain injunctive relief to prevent such breach or to otherwise enforce the terms of these Conditions. Failure to properly demand compliance or performance of any term of the Order or these Conditions shall not constitute a waiver of Unipak's rights hereunder, and prior to any claim for damages being made for non-conformance or breach, the Buyer shall provide Unipak with reasonable notice of any alleged deficiencies in the Work or performance under the Order or these Conditions and Unipak shall have a reasonable opportunity to cure any such alleged non-conformance or breach.
Unipak warrants that the Work shall reasonably conform to specifications in all material respects. If the Buyer supplies Unipak stock or items for imprinting as part of the Order, Unipak is not responsible for issues related to the quality of the stock or items for imprinting. Unipak will not provide refunds for any Work conforming to specifications in all material respects. Other than the warranties set forth in this section, Unipak makes no warranty of any kind, expressed or implied or otherwise whatsoever, that the services performed or any items produced will be merchantable or fit for any particular purpose or use. In the event of any breach of any warranty specified in this provision, the Buyer's exclusive remedy shall be that Unipak shall, at its option, repair or replace any defective goods at no cost to the Buyer or refund any purchase price paid for such Work.
Any notice required to be served under this Contract shall be served upon Unipak's registered address in Singapore or such other address as Unipak may from time to time notify the Buyer, or upon the Buyer at the address notified to Unipak in its registration application, by hand, registered post, courier service, email or facsimile. The Buyer is responsible for notifying Unipak in writing of any change of address, email address or fax number from those in the Buyer's registration application. Any such notice served by hand, registered post or courier service shall be deemed to have been served upon written acknowledgement of receipt by an employee or agent of the recipient, in the case of service by email, when the email is available to be read in the recipient's inbox and in the case of facsimile when the addressee's machine acknowledges receipt thereof provided that a hardcopy of the notice or communication is also deliverec within 24 hours following dispatch of the initial version. In case a party fails to notify the change of address or refuses to accept the delivery or is unable to accept the delivery for other causes, any such notice shall be deemed to have been received by the party to which it was addressed to on the following day when the mail or courier delivery was attempted.
The Buyer may not assign, transfer, or sell its rights hereunder, or delegate its duties hereunder, to any person including any associates of the Buyer, without the prior written consent of Unipak, which may be granted or withheld in sole discretion of Unipak. A transfer of a controlling interest in the Buyer shall constitute an assignment. Any purported assignment without Unipak's consent shall be void and shall constitute a material breach of these Conditions.
The Buyer and Unipak are separate entities. Nothing in the Order or these Conditions shall be construed as creating an employer-employee or joint venture relationship.
Neither party shall be liable for any failure to perform or delay in performance of these Conditions to the extent that any such failure arises from acts of God, war, civil insurrection or disruption, riots, government act or regulation, strikes, lockouts, labor disruption, cyber or hostile network attacks, inability to obtain raw or finished materials, inability to secure transport, or any cause beyond such party's commercially reasonable control.
In the event any provision of the Order or these Conditions is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of the Order or these Conditions will remain in full force and effect. All sections herein relating to payment, ownership, confidentiality, indemnification and duties of defense, representations and warranties, waiver, and provisions which by their terms extend beyond the Term shall survive the termination of the Order and these Conditions.
The Contract and these Conditions shall be governed by the laws of the Republic of Singapore.
The Order, the Contract, these Conditions and the operative provisions of any quotation issued by Unipak and any purchase order issued by the Buyer, constitutes the entire agreement and understanding among the Parties as to the subject matter hereof. No modification or amendment of any of its provisions, or any future representation, promise, or addition, shall be binding upon the Parties unless made in writing and signed by both parties.
General Terms and Conditions of Sale