Standard Terms & Conditions of Sales
1] DEFINITION
In these terms and conditions, the “Seller” will mean Corndale Consultants Pte Ltd and the “Buyer” will mean any person, firm, company, corporation or body which places an order with the Seller.
2] TERMS & CONDITIONS
The Seller agrees to contract with the Buyer subject to these terms and conditions. No variation to or alteration of these terms and conditions will bind the Seller unless made in writing and signed by an authorized representative of the Seller.
3] ORDERS
a] The placing of an order, whether verbal or in writing, by the Buyer will be deemed to be an “offer” and shall form a contract conditional to the Seller’s written confirmation of order. The issuance of the Seller’s order confirmation form will be deemed to be the “acceptance” of that offer. All orders, as set down in the confirmation form, undisputed within 7 days of its issuance will be regarded as accurate and binding on the Buyer (the “Contract”). By placing an order, the Buyer represents and warrants to the Seller that it complies with the minimum legal age for purchasing alcohol in both the Buyer’s country of residence and in Singapore.
b] In the case of En Primeur purchase of wines, notwithstanding the existence of a confirmed order, the Buyer acknowledges and agrees that the Seller has the absolute discretion to allocate the stocks of En Primeur wines according to their availability. The Buyer further acknowledges and agrees that he may be allocated only some of the quantity he has ordered.
4] PRICES
a] Unless the contrary is shown, prices are:
(i) provisional and subject to the Seller’s written confirmation;
(ii) exclusive of GST; and
(iii) in the currency shown in the invoice and cannot be paid in any other currency unless agreed in writing by the Seller.
b] In the event that the Seller has under-priced any of the goods by mistake, the Seller is not bound to sell the item to the Buyer at the incorrect price provided that the Seller notifies the Buyer of the mistake before the goods have been delivered to the Buyer or in the case of self-collection, before the agreed collection date. In such an event, the order will be cancelled unless the Buyer agrees to the correct price of the goods.
5] PAYMENT
a] Unless otherwise stated on the order form or invoice, payment is due upon order confirmation.
b] In the event that any payment is overdue, interest will be charged on all sums due at a monthly rate of 2% starting from the date payment becomes due and shall be compounded on a monthly basis until such time as payment of the original debt and any accrued interest is received in full.
c] As long as invoices are not paid in full, the Seller reserves the right to (i) suspend any further delivery (ii) cancel any unfulfilled orders or (iii) exercise its right of sale in accordance with Clause 9 below.
d] Payment can be made by cash, cheque (made payable to “Corndale Consultants Pte Ltd”) or by telegraphic bank transfer to Standard Chartered Bank (Singapore) Limited, 6 Battery Road, Singapore 049909; Bank Code : 9496; Branch Code : 001; BIC/Swift Code : SCBLSG22; Account Nº. 0100903150; Beneficiary : Corndale Consultants Pte Ltd.
e] The Buyer shall indemnify the Seller on a full indemnity basis for all costs and expenses (including legal fees) incurred by the Seller in enforcing its rights hereunder.
6] DELIVERY
a] Availability dates of the goods are estimates only and are subject to variation by the Seller.
b] For delivery to countries other than Singapore, delivery of the goods will be Ex Works the Seller’s premises. The Buyer shall assume all costs and risks involved in bringing the goods from the Seller’s premises to the Buyer’s desired designation. The Buyer may request international transportation to be arranged by the Seller on the Buyer’s behalf at prevailing rates of charge. Where international transportation is arranged by the Seller on the Buyer’s behalf, the goods shall be delivered to the address provided by the Buyer at the Buyer’s own risk and expense. The Seller shall not be responsible or liable for any acts or omissions in relation to the handling, packing, transportation or delivery of the goods by any third party engaged by the Seller on the Buyer’s behalf.
c] For goods to be delivered to the Buyer in Singapore, the Buyer may at its own costs and risks collect the goods from the Seller’s premises after the Seller has notified the Buyer that the goods are ready for collection, in which case delivery of the goods will be Ex Works the Seller’s premises. The Seller may, at its absolute discretion, deliver the goods to an address in Singapore provided the Buyer by using the Seller’s own transportation or by arranging third party transportation. Where the goods are delivered by the Seller to the Buyer using its own transportation, risk shall pass to the Buyer at the time when physical delivery is made to the Buyer. The Seller shall not be responsible or liable for any acts or omissions in relation to the handling, packing, transportation or delivery of the goods by any third party engaged by the Seller.
7] STORAGE & STORAGE INSURANCE
a] The Seller shall be entitled to raise and charge to the Buyer storage fees, storage insurance charges and/or administration charges for goods which have been made available for collection but have not been collected by the Buyer and/or goods agreed between the parties to be stored by the Seller on the Buyer’s behalf.
b] All storage fees, storage insurance charges and administrative charges shall be borne by the Buyer. Storage fees shall be billed at SGD 5.00 per case, or part there-of, per month. Storage insurance charges shall be billed at 2% per annum of the ordered wines’ current value, where “current value” is determined by the Seller based on sources that are deemed by the Seller in its sole discretion to be reliable. The “current value” determined is of a general nature and is intended solely for the purpose of determining the applicable insurance charges. Administrative charges shall be a reasonable amount determined by the Seller. Storage fees, storage insurance charges and administrative charges shall be billed on a 6-monthly basis, payable in advance. Storage fees, storage insurance charges and administrative charges are subject to change without prior notice to the Buyer.
c] In the event of any claim made against the insurance policy, an excess amount payable by the Buyer is applicable. The Buyer will receive the insurance pay-out amount less the excess amount, a reasonable administrative fee to be determined by the Seller and any other amount incurred by the Seller on the Buyer’s behalf.
d] There shall be no refund of any unused portion of storage fees, storage insurance charges and administrative charges.
8] TITLE AND RISK
a] All wines are offered subject to availability. Title to all goods supplied by the Seller shall remain with the Seller until all sums due to the Seller from the Buyer under any account whatsoever have been paid in full, inclusive of but not limited to interest for late payment.
b] The Seller shall be entitled to retake possession of goods at any time to secure any payment due and the Buyer will afford all necessary consent for the Seller to do so.
c] Risks in all goods shall be passed to the Buyer from the time when physical delivery is made for deliveries in Singapore. For international deliveries, risks in all goods shall be passed to the Buyer from the time the goods leave the Seller’s premises.
d] Until such time as the title and property in the goods passes to the Buyer, the Buyer shall hold the goods as the Seller’s fiduciary agent and bailee, and shall keep the goods separate from those of the Buyer and third parties and properly stored, protected, insured and identified as the Seller’s property.
9]SELLER’S RIGHT TO SELL GOODS
In the event that the Buyer fails to (i) make payment for the goods according to Clause 5, (ii) pay storage fees, storage insurance charges or administrative charges according to Clause 7, the Seller shall be entitled to liquidate, sell or otherwise dispose of either such portion of the goods as would be sufficient to pay the amount due and owing by the Buyer under Clauses 5 and 7 or all of the Buyer’s goods. If the Seller liquidates, sells or otherwise disposes of all of the Buyer’s goods, any amount of the sale price in excess of the amount owing to the Seller will be refunded to the Buyer without interest.
10] DESCRIPTION/QUALITY
a.1] On Wines – The goods are sold on an “AS IS” basis. The Seller is unable to accept responsibility for and gives no representation, warranty or guarantee as to the state or condition of wines or whether the wine in the bottle corresponds to the quality or attributes which might be expected from its description.
a.2] On Accessories – The Seller is unable to refund, exchange or give discounts for damaged goods resulting from misuse, abuse or normal wear and tear.
a.3] On Wine Cellars & Cabinets – The Seller shall not be held liable nor take any responsibility for damages due to or resulting from the supply, performance or use of the equipment sold. The Buyer may wish to subscribe to insurance to cover them against possible loss that may result from technical failure or fault.
b] The Buyer shall undertake to inspect all goods when collecting or immediately on delivery and to notify the Seller or the carrier forthwith of any shortage or damage immediately. Once the goods have been delivered to the Buyer and are out of the Seller’s control for any period of time, any damage or shortfall shall be deemed to have occurred after delivery and the Seller shall not be responsible for any shortage or damage.
c] Illustration, photographs or advertisement materials supplied represent generally the machinery or materials specified herein and therefore remain non-contractual.
d] For En Primeur purchases of wines, the minimum purchase in each order is one case of 12 bottles.
11] CANCELLATION
a] No cancellation will be accepted from the Buyer once an order has been confirmed by the Seller. Cancellation of an order will only be effective if received in writing from the Buyer and accepted in writing by the Seller. Any cancellation agreed by the Seller is on the condition that all costs, expenses and losses incurred by the Seller by reason of such cancellation will be paid forthwith by the Buyer to the Seller.
b] In En Primeur purchases, the Seller shall be entitled to cancel any order or reduce the quantity ordered by the Buyer according to availability of stock and the quality of the En Primeur wines. In the event of such cancellation or reduction in quantity, the Seller will refund to the Buyer any amount paid for the undelivered wines without interest, except where the cancellation or reduction in quantity sold is due to a Force Majeure event in which case Clause 12(c) below applies.
12] FORCE MAJEURE
a] The Seller shall not be liable for any failure to meet its obligations occasioned by circumstances beyond the Seller’s control including (but without limiting the generality of the foregoing) acts of God, exceptional weather conditions, floods, droughts, storms, lightning, high winds, typhoons, earthquakes, natural disasters, power failures, telephone or land-line connection failures, impacts with or by air crafts or aerial objects, explosions, hostilities, insurgencies, invasions, epidemics, quarantines, acts of foreign or public enemies, hi-jacking or unlawful seizure or wrongful exercise of control of vehicles, curtailment of transportation facilities, civil commotion, riots, industrial disputes, industrial actions by workmen, shortage of labour, goods and materials, acts or regulations of government, strikes, lock-outs or other industrial action, fires, terrorism or threats of terrorism, public health threats, war and civil disturbance, nuclear threats, nuclear accidents and/or nuclear contamination. Further performance of the Seller’s obligations shall be suspended for so long as the Seller remains so prevented or hindered.
b] The Seller shall be under no liability whatsoever to the Buyer for any direct, indirect, special, incidental or consequential loss and/or expense, whether contemplated by the parties or not, including loss of profit suffered by the Buyer or claims by any third party against the Buyer arising out of or in connection with this Contract.
c] In the event that the Seller is unable to fulfill its obligations under an order due to a Force Majeure event, the Seller is under no obligation to return to the Buyer any amount already paid.
13] DISCLAIMER RELATING TO THIRD PARTIES’ ACTS & OMISSIONS
The Seller will exercise reasonable care when handling, packing, transporting and/or shipping goods purchased by the Buyer but the Seller shall not be responsible or in any way liable for any act or omission of third parties engaged for these purposes. If the Seller suggests, refers or recommends any third party service provider to the Buyer, the Seller shall similar not be responsible for any act or omission of such third party service provider.
14] LIABILITY
a] The Seller will not be liable for any direct, indirect, special, incidental or consequential injury, loss or damage whatsoever that may be caused to the Buyer arising from or as a result of any act or omission by any party, including the Seller.
b] The Seller will exercise reasonable care to ensure that the goods sold to the Buyer are genuine products but the Seller shall not be liable in any way for any direct, indirect, special, incidental or consequential injury, loss or damage whatsoever in the event that the goods turn out to be counterfeits or products infringing of any third party intellectual property rights.
c] In the event the Seller is liable to the Buyer for any reason under this Contract, the Seller’s aggregate liability shall be limited to the aggregate amount actually paid by the Buyer to the Seller for the goods in relation to the relevant purchase order.
15] SEVERANCE
If at any time one or more of the provisions of these terms and conditions becomes invalid, illegal, unenforceable in whole or in part in any respect under Singapore Law, the validity, legality and enforceability of the other provisions hereof and the remainder of the provision in question shall not in anyway be affected or impaired thereby.
16] GOVERNING LAW & JURISDICTION
This Agreement shall be governed by and construed in all respects in accordance with the Laws of Singapore and the parties irrevocably submit to the non-exclusive jurisdiction of the Singapore Courts.
17] CONTRACTS (RIGHTS OF THIRD PARTIES) ACT (CAP.53B)
A person who is not a party of this Agreement shall not have any right under the Contracts (Right of Third Parties) Act (Cap. 53B), to enforce any provision of this Agreement.
