The following definitions and rules of interpretation apply in this Contract.
Business Day: a day other than a Saturday, Sunday or public holiday when banks in Singapore are open.
Commencement Date: has the meaning given in Clause 2.1.
Conditions: these terms and conditions as amended from time to time.
Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions, further described at Clause 2.1.
Customer: the person or firm who purchases the Goods and/or Services from the Supplier.
Data Protection Legislation: means any applicable laws relating to data protection.
Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.
Goods: the goods set out in the Order.
Goods Specification: any specification for the Goods, detailed in an Order.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, rights in designs, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of such rights.
Order: the Customer’s order for the supply of Goods and/or Services, as set out in any of the Supplier’s purchase order form, or the Customer’s acceptance of: (i) the Supplier’s quotation; or (ii) any quotation prepared by an authorised reseller of the Goods and/or Services; or (iii) overleaf; or (iv) the Goods and/or Services; as the case may be.
Services: the services, including the Deliverables, to be supplied by the Supplier to the Customer as set out in any Order.
Service Specification: the description or specification for the Services, detailed in an Order.
Supplier: Sheeba The Nutritionist Pte Ltd a company registered in Singapore (company number 201804445C) whose address is at 229 Mountbatten Road, Mountbatten Square #03-38. Singapore 398007
1.2 A person includes a natural person, corporate or unincorporated body.
2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or the Services contained in the Supplier’s brochures, websites or other media are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them and shall not form part of the Contract or have any contractual force.
2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of ten (10) Business Days from its date of issue.
3.1 The Goods shall be as described in an Order. The Supplier reserves the right to amend the Goods Specification if required by operational, legislative or distribution exigency, and the Supplier shall notify the Customer in any such event.
(a) Supplier or its representative (who may be the Reseller) delivering the Goods to the location set out in the Order or such other location as the parties may agree; or
(b) Customer collecting the Goods from any location set out in the Order or such other location as the parties may agree, within three (3) Business Days of the Supplier notifying the Customer that the Goods are ready.
3.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
3.4 If the Customer fails to take delivery of the Goods within three (3) Business Days of the Supplier notifying the Customer that the Goods are ready, then:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third (3rd) Business Day following notification by the Supplier; and
(b) upon the passing of ten (10) Business Days following notification by the Supplier, the Supplier may resell or otherwise dispose of part or all of the Goods.
3.5 The Supplier may deliver the Goods by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
(b) be free from material defects; and
(a) the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 3.6;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost.
(a) Customer makes any further use of such Goods after giving a notice in accordance with Clause 3.7;
(b) defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods;
(d) Customer alters/repairs the Goods without the written consent of the Supplier; or
(e) defect arises as a result of fair wear and tear, wilful damage or negligence.
3.9 Title and risk in the Goods shall pass to the Customer on completion of delivery provided the Supplier receives payment in full (in cash or cleared funds) for the Goods.
3.10 Except as provided in this Clause 3 the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Clause 3.6. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
4.1 The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
4.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in an Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
4.3 The Supplier reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement or if required by operational, legislative or distribution exigency, and the Supplier shall notify the Customer in any such event.
4.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
4.5 The Customer shall:
(a) co-operate with the Supplier in all matters relating to the Services;
(b) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all respects;
5.1 In consideration of the provision of the Goods and/or Services, the Customer shall pay the Supplier in accordance with the terms set out in the Order and these Conditions. Unless specifically stated otherwise in the Order, all charges, prices, fees and other payments by the Customer shall be paid without any deductions or withholdings of whatsoever nature
5.2 Unless otherwise stated in any applicable Order, all fees charged by the Supplier are net of any applicable withholding taxes, customs, levies, excise taxes (including without limitation value added tax, goods and services tax, use tax and sales tax), deductions or other similar charges imposed by any jurisdiction or government on the Supplier or on the Goods/Services.
5.3 The Customer agrees to immediately remit payment of any fees to the Supplier upon presentation of any Supplier invoice. Without prejudice to any other rights the Supplier may have, the Supplier reserves the right to:
(a) suspend or terminate the Contract or withhold any Good, Services or any Deliverables if any such invoice remains unpaid for a period of thirty (30) days from the date of the invoice.
(b) charge interest on any amounts not paid by the Customer when due at the lesser of a rate of 1.5% per month or the maximum rate permitted by law; and
(c) recover from the Customer the amount of all costs and expenses, including attorney’s fees, incurred by the Supplier in connection with the enforcement of its rights under this Clause.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
6.2 The Supplier grants to the Customer a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables.
6.3 The Customer shall not sub-license, assign or transfer the rights granted by this Clause.
6.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the purpose of providing the Services to the Customer.
7.3 The Customer agrees to ensure that it has and/or will provide all necessary consents and notices to enable lawful transfer of his/her Personal Data to the Supplier for the duration and purposes of the Contract.
PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:
8.1 THE PRODUCTS, OFFERING, CONTENT, GOODS, MATERIALS AND SERVICES ARE PROVIDED BY THE SUPPLIER TO THE CUSTOMER "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
8.2 THE SUPPLIER HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATIBILITY, SECURITY OR ACCURACY.
8.3 The SUPPLIER’S PRODUCTS, OFFERING, CONTENT, GOODS, MATERIALS AND SERVICES are intended only to assist CUSTOMERS in their personal HEALTH AND WELLBEING efforts. THE SUPPLIER IS not a medical organization and ITS staff cannot give medical advice or diagnosis. ACCORDINGLY Nothing contained in the SUPPLIER’S PRODUCTS, OFFERING, CONTENT, GOODS, MATERIALS AND SERVICES should be construed as advice or diagnosis. The information and reports generated by THE SUPPLIER should not be interpreted as a substitute for doctor or specialist consultation, evaluation, or treatment.
8.4 cUSTOMERS are urged and advised to seek the advice of a doctor before beginning any HEALTH OR DIETARY effort or regimen. The SUPPLIER’S PRODUCTS, OFFERING, CONTENT, GOODS, MATERIALS AND SERVICES are intended for use only by healthy adult individuals AND are not intended for use by minors, pregnant women, or individuals with any type of health condition. Such individuals are specifically warned to seek professional medical advice prior to initiating any form of HEALTH OR DIETARY effort or regimen.
8.5 FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY BUY A CUSTOMER FROM THE SUPPLIER’S PERSONNEL OR THROUGH THE SUPPLIER’S PRODUCTS, OFFERING, CONTENT, GOODS, MATERIALS AND SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
8.6 THESE DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
9. LIMITATION OF LIABILITY:
PLEASE NOTE THE FOLLOWING IMPORTANT LIMITATION:
9.1 THE CUSTOMER HEREBY EXPRESSLY UNDERSTANDS AND AGREES THAT:
(A) THE SUPPLIER AND ITS AFFILIATES SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWSOEVER OCCURING;
(B) SAVE IN RESPECT OF PERSONAL INJURY OR DEATH DUE TO THE NEGLIGENCE OF THE SUPPLIER, IN NO EVENT SHALL THE TOTAL LIABILITY OF THE SUPPLIER TO THE CUSTOMER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY THE CUSTOMER UNDER ANY CONTRACT.
(C) IF THE CUSTOMER IS DISSATISFIED WITH ANY OF THE SUPPLIER’S PRODUCTS, OFFERING, CONTENT, GOODS, MATERIALS AND SERVICES, THAT THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF USE OF SUCH PRODUCTS, OFFERING, CONTENT, GOODS, MATERIALS AND SERVICES AND TERMINATION/CANCELLATION OF THE CONTRACT; AND
(D) THESE EXCLUSIONS OF LIABILITY APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
9.2 The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations under the Contract.
9.3 This Clause shall survive termination of the Contract.
10.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than ten (10) Business Days’ written notice.
10.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within ten (10) Business Days after receipt of notice to do so.
10.3 Without affecting any other right or remedy available to it, the Supplier may terminate or suspend (at its discretion) the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
10.4 On termination of the Contract the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
11.1 The Supplier may at any time assign or transfer its rights and obligations under the Contract.
11.2 The Customer shall not assign or transfer, any of its rights and obligations under the Contract without the prior written consent of the Supplier.
11.3 If any provision (or part of a provision) of the Contract is found by any court to be invalid, unenforceable or illegal, the other provisions shall remain in force.
11.4 Any variation of the Contract shall be in writing and signed by the parties.
11.5 No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy.
11.6 The Contract constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
11.7 A person who is not a party to the Contract shall not have any rights under the Contract.
11.8 The Contract and any dispute or claim arising out of or in connection with it shall be governed by the laws of Singapore whose courts shall have exclusive jurisdiction to hear any matter arising hereunder.