The Singapore Shawl Conditions of Sale
"Catalogue" means the catalogue (in whatever form, whether paper or electronic) in which these Conditions are set out;
"Company" means The Singapore Shawl Pte Ltd;
"Conditions" means these terms and conditions;
"Customer" means the person(s) or company whose order for the Supplies is accepted by the Company;
"Goods" means any goods supplied or to be supplied by the Company to the Customer;
"Services" means any services supplied or to be supplied by the Company to the Customer;
"Supplies" means any Goods or Services;
"in writing" includes electronic communications. Reference in these Conditions to any legislation or regulation includes any re-enactment, amendment or substitution of such legislation or regulation.
All orders are accepted by the Company subject to and in accordance with these Conditions. These Conditions override and exclude any terms or conditions in or referred to in any negotiations or course of dealing between the Company and the Customer or set out in the Customer's standard terms and conditions. If there is any conflict between
- the other provisions of this Catalogue and these Conditions; or
- the provisions of the order and these Conditions
these Conditions will prevail unless the Company agrees otherwise in writing. Together with any terms accepted by the Company in connection with an order, these Conditions constitute the entire agreement between the Company and the Customer in relation to the Supplies ordered. No variation to these Conditions is permitted unless expressly authorised in writing by a director of the Company.
The Company has used all reasonable endeavours to ensure that prices for the Supplies are accurately set out in the Catalogue but reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an order is accepted. Special services or custom requirements such as custom design, special packaging, bulk orders, scheduled delivery etc, applied to Goods at the Customer's request shall be charged at the price quoted in writing.
The Company is a non-GST registered company. As such, Goods and Services Tax (GST) is not applicable for both local and overseas orders.
Payment may be made as follows:
- Singapore Dollar Bank Draft;
- Telegraphic Transfer, the Company's bank details are available upon request;
- Such major credit cards as are accepted by the Company from time to time;
Default payment for all self-service web orders are done via credit card only unless specifically requested by Customer and agreed by the Company.
Please note that the Company will not be responsible for any bank charges or commissions on transactions. All documentary credits must be marked that all such charges or commissions are for the Customer's account. Payment is due no later than 30 days of the Company’s invoice without any deduction, set-off or withholding whatsoever. Time for payment shall be of the essence. If the Customer fails to make payment by the due date then, without prejudice to any other right or remedy, the Company shall be entitled to:
i. cancel the order or suspend any further deliveries or performance;
ii.appropriate any payment made by the Customer to such of the Supplies (or the Supplies made under any other contract) as the Company may think fit.
If legal action is taken to recover monies due to the Company the Customer shall reimburse to the Company all legal and other costs and expenses incurred by the Company in such recovery and the Company reserves the right to charge the Customer an administrative fee to cover its internal costs.
The Company reserves the right to decline to trade with any company or person. Orders for Goods are accepted by the Company by despatching the Goods provided, however, that despatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its order. All local orders are entitled to free delivery for orders above S$30. However, orders to despatch locations gazzetted by the Singapore Government listed below are charged an additional $10.70 regardless of order amount. All orders outside of Singapore are subjected to prevailing courier charges unless under periodic promotions and offers.
Locations in Singapore subjected to additional charges: Sentosa Island, military camps, protected areas, Changi Airfreight Centre, Jurong Island, Jurong Port, PSA Terminals and Mindef Comcen.
6. STANDARD DELIVERY
Provided that Goods are in stock, the Company will use its reasonable endeavours to despatch Goods ordered before 10:30am Monday to Friday on the same working day and Goods ordered after 10:30 am Monday to Friday on the next working day. No commitment is given in relation to delivery times achieved.
The above terms do not apply to special orders such as custom designs, custom packaging, orders with special instructions, back orders and bulk orders. The Company reserves the right to charge for delivery, packing and insurance in transit for all such Goods.
For bulk orders that require freight forwarding services, the Customer is responsible, at its own expense, for all duties, levies, taxes and other outlays levied by any authorities in connection with the export of the Goods from Singapore and the importation of the Goods into the country for which they are destined and will indemnify the Company against any duties, levies, taxes, imposts, fines, penalties, expenses and losses incurred by it in connection with such export and/or import. Obtaining any necessary license for exportation/importation and complying with any export regulations in force in Singapore and any import or export regulations in force in the country for which the Goods are destined is the Customer's responsibility and expense. There may be additional requirements in relation to the Goods manufactured in the USA, as to which see further Condition 20 below.
The Company will use reasonable endeavours to meet delivery and/or performance estimates but, except as set out in Condition 7 below, in no circumstances shall it be liable to compensate the Customer for non-delivery, non-performance or late delivery or performance, even where it arises as a result of the negligence of the Company or its carriers. Time for delivery and/or performance shall not be of the essence. Delivery will be made to the address specified by the Customer. The Company may use any method of delivery available to it.
7. INSPECTION, DEFECTS AND NON DELIVERY
The Customer must inspect the Supplies as soon as is reasonably practicable after delivery, or in the case of Services, performance, and, except as set out in Condition 12 below, the Company shall not be liable for any defect in the Supplies unless written notice is given to the Company within 7 days of inspection. If the Customer receives a damaged parcel, the Customer should take photographs of the parcel to confirm the damage and notify the Company immediately prior to opening the parcel.
The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence to the contrary. The Company will not be liable for any non-delivery of Goods or non-performance of Services unless written notice is given to the Company within 3 days of the date when Goods should have been delivered or the Services performed in the ordinary course of events.
Any liability of the Company for non-delivery or non-performance or for Goods notified as defective on delivery or Services notified as defective following performance in accordance with this Condition 7 will be limited to replacing the Goods or re-performing the Services within a reasonable time or to refunding the price then paid in respect of such Supplies.
All goods specifications, drawings, photos, styling, illustrations, descriptions, fabric and particulars of weights, dimensions, or other details (including without limitation in this Catalogue, on despatch notes, invoices or packaging) are intended to give a general idea of the Supplies. The nature of certain fabric materials may cause the dimensions and weight in the description to have a variance of upto 10%. The Company shall take all reasonable steps to ensure the accuracy of Descriptions (particularly on fabric material) but relies on such information, if any, as may have been provided to it by its suppliers and accepts no liability in contract or tort or under statute or otherwise for any error in or omission from such Descriptions whether caused by the Company's negligence or otherwise. The Company may make changes to the Supplies as part of a continuous programme of improvement or to comply with legislation.
9. RISK AND OWNERSHIP
The risk of damage to or loss of Goods will pass to the Customer when the Goods are unloaded from the Company's carriers at the Customer's premises. Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due from the Customer to the Company.
Until ownership passes to the Customer, the Customer must hold the Goods on a fiduciary basis as the Company's bailee. If payment is not received in full by the due date, or the Customer passes a resolution for winding up or a court shall make an order to that effect, or a receiver is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, the Company shall be entitled, without previous notice, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer.
This Catalogue remains at all times the sole and exclusive property of the Company.
No Goods may be returned other than with the prior agreement in writing of the Company. Prior to returning any Goods to the Company for any reason, the Customer must contact the Company to obtain an email authorization of return. All Goods are returned at the Customer's risk and expense and should be undamaged by the Customer and in their original packaging. The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return.
All Goods accepted for return should be returned for receipt by the Company within 7 days of delivery. The Customer should return the Goods to "Returns Department, The Singapore Shawl, 54 Jalan Senang, Singapore 418346" clearly quoting the Customer's name and order number.
The Company expressly reserves the right to refuse the cancellation of any order for or return for credit of Goods supplied by the Company.
The Company shall have a general lien in respect of all sums due from the Customer upon all Goods to be supplied to the Customer or upon which work has been done on the Customer's behalf and upon fourteen days written notice to the Customer, the Company may sell such Goods and apply the proceeds towards the satisfaction of any sums due to the Company.
The Company will, free of charge, repair (particularly embellishment of crystals) or, at the Company's option, replace Goods or, in the case of Services, re-perform Services which are proved to the reasonable satisfaction of the Company to be damaged or defective due to faulty materials, and workmanship.
This obligation will not apply:
- if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Company;
- if the defect arises as a result of misuse and wear and tear as deemed by the Company on a case-by-case basis;
- because the Customer did not follow the Company's instructions for the care/washing instructions of the Goods as written in the FAQ section of the web;
- if the Customer has failed to notify the Company of any defect in accordance with Condition 7 where the defect should have been reasonably apparent on reasonable inspection; or
- if the Customer fails to notify the Company of the defect within 12 months (or such other period as the Company shall specify at the time of acceptance of the order for the Supplies) of the date of despatch of the Goods or performance of the Services.
Any replacement Supplies made or Goods repaired under this Condition 12 will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Supplies. Any Goods which have been replaced will belong to the Company.
i. The Company shall not be liable for any damage, loss, cost, claim or expense resulting from the failure to give advice or information or the giving of incorrect advice or information whether or not due to the negligence of the Company, its employees, agents or subcontractors.
ii. The Company does not exclude or restrict its liability for any matter for which it would be illegal for the Company to exclude or attempt to exclude its liability. Nothing in these Conditions of Sale excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence or fraudulent misrepresentation.
iii. Except for any rights to have Goods repaired or replaced or Services re-performed or to receive a refund of any price paid as expressly set out in these Conditions or at law, the Company will be under no liability to the Customer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or direct or indirect or consequential loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of use, loss of life, loss of health, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts and the like) howsoever caused or arising out of or in connection with:
- Any of the Supplies, or their manufacture, sale, performance, characteristics or any failure or delay in performance or supply of the Supplies by the Company or on the part of the Company's employees, agents or subcontractors;
- Any breach by the Company of any of the express or implied terms of the Contract;
- Any use made or resale or on-supply of any of the Supplies or any product incorporating any of the Goods or developed using the Supplies;
- Any statement made or not made or advice given or not given by or on behalf of the Company (including without limitation any statement as to compliance with legislation or regulation); or
- Otherwise under the Contract.
iv. Except as contemplated by Condition 13(ii), these Conditions set out the entire liability of the Company to the Customer in respect of the Supplies and shall be in lieu and to the exclusion of all other warranties, conditions, and other terms implied by statute or common law save for any implied terms which by law cannot be excluded. The Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise shall be limited to repairing, replacing or, in the case of Services, re-performance or, in any case, at the Company's option, refunding monies already paid in respect of the Supplies. And the Company hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations express (other than those set out in these Conditions or given in accordance with them) or implied, statutory, customary or otherwise shall be limited to repairing or replacing Goods or, in the case of Services, re-performing the Services or, at the Company's option, refunding monies already paid in respect of the Supplies.
v. Each of the Company's employees, agents and subcontractors may rely on and enforce the exclusions of and restrictions on liability in these Conditions in that person's own name and for that person's own benefit.
14. USE OF PERSONAL DATA
"Personal Data" means, in relation to any Customer, or any representative of a Customer who is (in either case) a living individual, any data from which (whether alone or in combination with other information held by the Company) the Company can identify that Customer or that representative, regardless of how and when that data is provided. The Company may process Personal Data for some or all purposes contemplated in these Conditions or arising in the context of the relationship between the Company and the Customer, including:
i. Deciding whether to enter into any contract or arrangement with that Customer. This may include conducting credit reference searches against a Customer or its representatives and the disclosure of information to the relevant agency as to how that Customer conducts its account.
ii. Order fulfilment, administration, customer services, profiling the Customer's purchasing preferences and to help the Company understand and develop its business;
iii. Direct marketing of the Company's products and services to the Customer or its representatives, whether by post, fax, telephone, email, SMS, MMS or otherwise.
iv. Crime prevention or detection.
The processing of the Personal Data may involve:
i. The disclosure of that Personal Data to the Company's service providers, agents, advisers and representatives;
ii.The transfer of Personal Data outside of Singapore, including to countries whose laws may not provide adequate protection to Personal Data. The Company will only transfer Personal Data outside Singapore to companies who have guaranteed to the Company the same level of protection as that Personal Data would have received in Singapore.
The Company assumes that it may use Personal Data for all these purposes unless and until notified to the contrary. If, at any time, the Customer or its representative does not wish his or her Personal Data to be used for any or all of the above purposes, please contact firstname.lastname@example.org.
15. INTELLECTUAL PROPERTY RIGHTS
The Supplies in this Catalogue is subject to the intellectual and industrial property rights including patents, knowhow, trademarks, copyright, design rights utility rights of the Company and or other rights of third parties. No right or licence is granted to the Customer, except the right to use the Supplies or re-sell the Goods in the Customer's ordinary course of business. The Company shall have no liability whatsoever in the event of any claim of infringement of any such rights howsoever arising.
The Company owns full copyright in respect of this Catalogue and its reproduction in whole or part is prohibited without the Company's prior written consent.
In the event that the Company sends promotional material to the Customer in relation to goods or services available from the Company, these Conditions shall apply to all Supplies purchased from such material.
17. COUNTRY OF ORIGIN
Unless otherwise confirmed by the Company in writing, nothing in this Catalogue is to be taken as representation of the source of origin, manufacturer or production of the Goods or any part thereof. Any fees incurred by the Company to provide certificates of origin (where available), will be charged to the Customer at cost.
Separate Conditions of Supply apply to export transactions and are available on request from the Company's export department. The Customer is responsible at its own expense for obtaining any licence and complying with any export regulations in force within Singapore and any import or export regulations in force in the country for which the Goods are destined.
The Company reserves the right not to supply certain customers or to certain countries and to require from the Customer full details of the end use and final destination of the Goods.
19. FORCE MAJEURE
The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Company's obligations under these conditions if the delay or failure was due to any cause beyond the Company's reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.
20. LEGAL CONSTRUCTION
All Contracts shall be governed by the laws of Singapore. The Courts of Singapore shall have jurisdiction to settle any disputes which may arise out of or in connection with any Contract. The jurisdiction agreement contained in this Condition is made for the benefit of the Company only and the Company shall retain the right to bring proceedings in any other Court of competent jurisdiction. The parties agree to submit to the said jurisdiction of Singapore.
Any provision of these Conditions which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions and the remainder of such provision shall not be affected.
Failure by the Company to enforce or partial enforcement by the Company of any provision of these Conditions shall not be construed as a waiver by the Company of any of its rights under these Conditions.