Sales Terms and Conditions for Products and Services
1. Introduction
These Sales Terms and Conditions (“Terms”) govern the sale of products (“Products”) and managed services (“Services”) provided by ESIGO (Asia) Pte Ltd (“Provider”) to the client (“Client”). By purchasing Products and Services from Provider, the Client agrees to be bound by these Terms.
2. Products and Services
· Products: Provider shall supply Products as described in the relevant purchase order (PO) or quotation.
· Services: Provider shall deliver Services as described in the quotation. Changes to the scope of Services must be agreed upon in writing by both parties.
3. Pricing and Payment Terms
· Pricing: All prices are stated in currency listed and the prevailing Goods & Services Tax (GST).
· Payment Terms: Invoices are payable within thirty (30) days from the date of the invoice unless otherwise stated. Late payments may incur a late fee of 10% per month.
· Security Deposit: A security deposit may be required upon acceptance of the SOW or PO. This deposit will be credited towards the final payment.
· PO Splitting: Client may request to split purchase orders as per mutual agreement. Each split must be documented and agreed upon by both parties.
4. Delivery and Implementation
· Products: Delivery dates for Products are estimates and not guaranteed. Provider shall not be liable for delays caused by the manufacturer or shipping carrier.
· Services: Provider shall use reasonable efforts to deliver and implement the Services according to the agreed timeline. Delays caused by the Client or third parties are not the responsibility of the Provider.
5. Client Responsibilities
· Access: Client shall provide Provider with necessary access to its premises, equipment, and personnel to perform the Services.
· Information: Client shall provide all necessary information and cooperation required for the provision of Services.
· Compliance: Client shall ensure compliance with all applicable laws and regulations.
6. Support and Maintenance
Provider shall offer support and maintenance services as specified in the quotation.
7. Warranties and Disclaimers
· Products: Provider warrants that the Products will be free from defects in material and workmanship for a the stated period from the date of delivery. The warranty does not cover damages caused by misuse, neglect, or unauthored modifications.
· Services: Provider warrants that the Services will be performed with reasonable skill and care. Except as expressly stated in these Terms, Provider disclaims all other warranties, express or implied, including but not limited to the warranties of merchantability and fitness for a particular purpose.
8. Limitation of Liability
· Indirect Damages: Provider shall not be liable for any indirect, incidental, or consequential damages, including loss of profits, revenue, data, or use, even if advised of the possibility of such damages.
9. Confidentiality
Both parties agree to keep confidential any proprietary information received from the other party and not to use such information for any purpose other than the performance of the Services or the use of the Products.
10. Return and Refund Policy
· Products: Client may return defective Products within 7 days of delivery for a replacement or refund, subject to Provider’s return policy. Non-defective Products may be returned at Provider’s discretion and may be subject to a restocking fee.
· Services: Fees for Services rendered are non-refundable, except as otherwise specified in the quotation, SOW or service agreement.
11. Governing Law
These Terms shall be governed by and construed in accordance with the laws of Singapore. Any disputes arising from these Terms shall be resolved in the courts of Singapore.
12. Miscellaneous
· Entire Agreement: These Terms, along with the SOW (if any), PO, and any attachments, constitute the entire agreement between the parties and supersede all prior agreements and understandings.
· Amendments: Any amendments to these Terms must be in writing and signed by both parties.
· Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.