General Terms and Conditions of Sale (SA v2025.1)
This General Terms and Conditions apply to all supplies provided by the WPG entities in South(east) Asia (including Singapore, Malaysia, Thailand, India, Philippines, Vietnam). These terms include the application of Singapore law, the rights, obligations, and a limitation of our liability.
1. AGREEMENT
Unless otherwise agreed in writing or signed by an authorized representative of the issuing entity named on the front page of this document, including its Affiliates (the “Seller”), these terms and conditions shall govern all sales of products and services ("Products") by the Seller and apply notwithstanding, and take precedence over any conflicting, contrary, inconsistent, or additional terms and conditions in any purchase order or other document or communication from the requesting party (the "Buyer"). “Affiliate” means, with respect to a party hereto, a company that directly or indirectly controls, is controlled by or is under common control with that party.
2. ORDERS
Purchase orders (“Order”) shall be initiated by Buyer issuing a purchase order or otherwise placing an order through electronic means acceptable to Seller. Orders shall specify the Products, quantities, part numbers, descriptions, applicable prices, and requested delivery dates. All Orders and business terms are subject to the Seller’s acceptance.
3. PRICES
Prices shall be as specified in the Seller’s quotations and may be adjusted and amended by the Seller without prior notice. Prices are subject to increase in the event of, inter alia, an increase of the Seller's costs or other circumstances beyond the Seller's reasonable control.
Prices are exclusive of taxes, duties, tariffs, impositions, and other charges, including but not limited to sales, use, excise, value-added, and similar taxes or charges imposed by any governmental authority, international shipping charges, forwarding agent's and broker's fees, consular fees, document fees, and import duties. If the Seller becomes liable for any of the foregoing, the same shall be reimbursed by the Buyer to the Seller in full in addition to the price of the Products.
4. PAYMENT
The Buyer shall pay the Seller in full (100%) within the payment term specified in the invoice issued by the Seller.
If shipments are postponed at the request of the Buyer, the invoices shall become due 30 days after the Seller notifies the Buyer that the Products are ready for shipment. Any Products held or stored for the Buyer shall be at all risk and expense of the Buyer. In the event that the delivery is postponed due to the Buyer’s request, the Buyer shall pay the full selling price, along with any additional expenses and costs incurred by the Seller due to the postponement, at the Seller’s request within 30 (thirty) days from the date the Seller sends the notification that the Products is ready for delivery.
Any overdue amounts shall be subject to interest at a rate of 0.05% per day or the maximum rate permitted by the applicable law, whichever is lower. If the Buyer defaults on any payment, the Buyer shall be liable for all reasonable costs and expenses, including legal fees, on an indemnity basis, incurred by the Seller in collecting any sums owed by the Buyer.
The Buyer shall have no right to set off any amounts which the Seller is obliged to pay to Buyer under any agreements against the payments of the Products.
5. CREDIT APPROVAL
Where applicable, all orders are subject to credit approval by the Seller, who may in its sole discretion at any time change the Buyer's credit terms, require payment in cash, bank wire transfer, or official bank cheque, and/or require payment of any or all amounts due or becoming due for the Buyer's Order before shipment of any or all of the Products.
If, in the Seller’s reasonable judgment, Buyer's ability to make timely payments may be in doubt or if the Buyer may fail to pay any invoice when due, the Seller may suspend the delivery of any Order or the undelivered portion until such payment is made, or may cancel any Order or any undelivered portion. In such cases, the Buyer shall remain liable for any Products already shipped to the Buyer.
The Buyer agrees to provide such financial information from time to time as may be reasonably requested by the Seller for the establishment and/or continuation of credit terms.
6. DELIVERY
Unless otherwise agreed by both parties, all Products are shipped Ex Works (Incoterms 2020) at the Seller's facility. Risk of loss or damage to the Products shall pass to the Buyer upon Seller's delivery of Products to Buyer's carrier. Notwithstanding delivery and the passing of risk in the Products, title to the Products shall remain with the Seller until the Seller has received payment in full for the Products, and until such time, the Buyer shall hold the Products as Seller's fiduciary agent and bailee and shall store them separately from its own goods, but shall be entitled to resell or use the goods in the ordinary course of business, provided that such right shall immediately terminates upon any default in payment.
Delivery dates provided by the Seller are estimates only and are subject to changes based on the Products supply of the manufacturer. Any such change shall be updated by a notification from the Seller, and shall not be considered the Seller’s breach or cause any liability on the part of the Seller.
The Seller shall have the right to deliver all Products covered by an Order at one time or in partial shipments from time to time, within the agreed time for delivery. The Seller shall not be liable for any delays in delivery or for failure to perform due to reasons beyond the Seller’s reasonable control, including but not limited to force majeure, acts of God, acts or omission of Buyer, delays in transportation, inability to obtain necessary labour, or shortages of materials or supplies. In the event of such delays, the delivery schedule, if any, shall be extended for a reasonable period, or, the delivery may be cancelled at the Seller's sole option without liability.
7. ACCEPTANCE
The Buyer is responsible for inspecting the Products delivered. Unless otherwise agreed by both parties, Products shall be deemed accepted by the Buyer unless a written report regarding any issues with appearance or quantity is submitted to the Seller no later than seven (7) days from the date of delivery. After the abovementioned period, the Buyer shall be deemed to have waived any right to reject or revoke such acceptance for any reason, whether known or unknown to Buyer at the time of acceptance, after the period.
8. PRODUCT CLASSIFICATION
Products will be classified as “standard”, “non-standard”, “custom” or “non-cancellable, non-returnable and non-reschedulable” (“NCNR”) in quotations.
Once an Order is accepted by the Seller, in no event may the Buyer amend, cancel, or reschedule the Orders for the Products specified as “custom” “non-standard” or “NCNR” by the Seller, unless otherwise agreed by the Seller in writing.
In no event may the Buyer return the Products specified as “custom” “non-standard” or “NCNR” by the Seller or classified as such in accordance with the policy of the original manufacturer.
9. CANCELLATION/RESCHEDULING
Unless otherwise specified, for standard Products, the Buyer may cancel or reschedule Orders prior to shipment to the carrier, and solely with both (i) prior written notice from the Buyer which shall be subject to the latest cancellation/rescheduling window updated by Seller; and (ii) the Seller’s prior written consent. If the Seller consents to the cancellation of an Order for Products in the Seller's discretion, the Buyer shall pay the Seller any supplier's restocking fee and reasonable cancellation charges incurred by such requests.
If the Buyer requests an expedited delivery date, the Seller will make commercially reasonable efforts to accommodate such request. If the Buyer requests a delayed delivery date, the rescheduled delivery date must be agreed by the Seller. Any additional costs incurred by the Seller to accommodate the Buyer's request for rescheduling/cancellation shall be the Buyer's sole responsibility.
There is no return privilege for both standard & non-standard products unless otherwise specified in writing by the Seller. Any Product that is or becomes designated as custom shall be strictly considered as non-cancellable, non-returnable and non-reschedulable.
Unless otherwise agreed by the Seller, the risk of loss for any custom Product shall transfer to the Buyer upon the earliest occurrence of: (a) shipment to the Buyer; (b)storage of the custom Product in the Seller's inventory for the Buyer; (c) issuance of a purchase order by the Seller to the Seller's supplier; (d) the custom Product being in work-in-process or pre-built, value-enhanced form stored by the Seller or its subcontractors on behalf of the Buyer.
The Buyer shall pay any cancellation charges invoiced to the Seller by its supplier with respect to custom Products, as well as any related labour, transportation, raw materials, and storage costs.
10. SELLER'S LIMITED WARRANTY
The Seller warrants to the Buyer that, at the time of delivery, the Products purchased hereunder shall conform to the applicable manufacturer's specifications for such Products and that any value-added work performed by the Seller on such Products shall conform to applicable Buyer's specifications to such work.
SELLER MAKES NO WARRANTY IN RESPECT OF THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR ANY INFRINGEMENT. ALL WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW OTHER THAN THE WARRANTIES AS PROVIDED HEREOF ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
With respect to Products which do not meet applicable manufacturer's specifications after verification by the return material authorization procedure prescribed by the applicable manufacturer, the Seller shall, subject to the manufacturer’s instruction, either repair such non-conforming or defective Products or replace them with the conforming Products.
In the event of any damages and/or costs incurred by the Buyer, the Seller’s sole obligation shall be to transfer all remedies or indemnities of Products from the original manufacturer with respect to the Products. All compensation related to product quality issues shall be subject to, and limited by, the remedies provided by the original manufacturer.
11. LIMITATION OF LIABILITY
THE SELLER SHALL NOT BE LIABLE TO THE BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, ANY OTHER INDIRECT LOSSES OR DAMAGES, LOSS OF GOODWILL OR EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY FEES) INCURRED BY BUYER ARISING OUT OF THIS AGREEMENT OR ANY ORDER, INCLUDING ANY THIRD PARTY CLAIMS. FOR ANY AND ALL CLAIMS, REGARDLESS OF THE CAUSE OF ACTION—WHETHER BASED IN CONTRACT, TORT (INCLUDING ANY FORM OF NEGLIGENCE), INDEMNITY, WARRANTY, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY—SELLER’S TOTAL LIABILITY WILL ONLY BE LIMITED TO DIRECT, ACTUAL AND REASONABLE DAMAGES, NOT EXCEEDING THE AGGREGATE PURCHASE PRICE OF PRODUCTS SOLD IN THE LAST TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM.
12. DISPUTES
In the event of any disputes, controversies, claims, and conflicts arising from transactions between parties cannot be resolved amicably, such disputes shall be submitted for arbitration at the Singapore International Arbitration Center (SIAC) in accordance with the Arbitration Rules of the Centre in effect at the time of submission. The language of arbitration shall be English. The law applicable for settlement of the Dispute shall be the laws of Singapore.
To the fullest extent permitted by law, no action or other claim, regardless of form, arising out of or in any way connected with or related to Products, may be brought by the Buyer more than one (1) year after the cause of the action or claim has accrued.
13. Amendments
The Seller reserves the right to make changes or modify this terms and conditions at any time. If any of the terms and conditions is deemed invalid, void, or for any reason unenforceable, that term shall be deemed severable and shall not affect the validity and enforceability of any remaining terms. Buyer’s continued transactions with the Seller after any changes shall be deemed Buyer’s acceptance of the amended terms and conditions.
Last updated September 2025