1. STANDARD TERMS
1.1 The Customer acknowledges and agrees that if a Purchase Order is accepted by the Supplier:
1.1.1 the Product(s) specified in the Purchase Order shall be supplied subject to and in accordance with the T&Cs in this Agreement; and
1.1.2 the Customer’s use of the Products shall at all times be subject to and in accordance with the End User Terms.
2. DEFINITIONS
2.1 The defined terms in this Agreement shall have the meaning ascribed to them in Schedule 1 (Definitions).
3. INTERPRETATION
3.1 In this Agreement, the following rules of interpretation shall apply:
3.1.1 references to schedules and annexures are (unless otherwise provided) references to the schedules and annexures of this Agreement;
3.1.2 acceptance by a Party under this Agreement shall not be deemed to waive the other Party’s obligation to fully perform all associated obligations under or in connection with this Agreement;
3.1.3 a reference to “including” and its other grammatical forms shall be construed without limitation;
3.1.4 headings in this Agreement are for convenience only and do not affect the construction or interpretation of this Agreement; and
3.1.5 a reference to any Party shall include that Party's personal representatives, successors and permitted assigns
4. ORDERS AND ACCEPTANCE OF PURCHASE ORDERS
4.1 The Customer may place an Order with the Supplier at any time by completing and submitting a Purchase Order.
4.2 The submission of a Purchase Order constitutes an offer by the Customer for the supply of Products by the Supplier subject to and in accordance with these T&Cs.
4.3 The Supplier may, in its sole and absolute discretion, accept a Purchase Order by issuing an Order Confirmation to the Customer.
4.4 The Supplier shall be deemed to have accepted a Purchase Order and to have issued an Order Confirmation in the event the Supplier takes or engages in any action to fulfil such Purchase Order.
4.5 Upon the Supplier accepting a Purchase Order in accordance with Clauses 4.3 or 4.4, the Purchase Order comprising the Accepted Order, together with these T&C’s and the End User Terms shall together constitute a binding agreement for the supply of the Product(s).
4.6 The Customer shall have no right to amend or cancel an Accepted Purchase Order.
4.7 If there is any conflict, ambiguity or inconsistency between any parts of the Agreement, the following order of precedence shall apply:
4.7.1 the terms set out in the Purchase Order;
4.7.2 the End User Terms;
4.7.3 these T&Cs; and
4.7.4 the Purchase Order.
5. PRODUCTS
5.1 The Supplier shall use reasonable efforts to supply the Products in accordance with:
5.1.1 the Specifications;
5.1.2 Good Industry Practice; and
5.1.3 this Agreement.
6. DELIVERY
6.1 The Supplier shall use reasonable efforts to ship the Products within 30 days of the Agreement Date.
6.2 Unless otherwise agreed, all Products shall be delivered to the Customer at the Delivery Address in accordance with the Incoterm identified in the Purchase Order.
7. ACCEPTANCE
7.1 The Customer shall be deemed to have accepted a Product where the Customer has not issued a Defects Notice within 20 days of the delivery date of such Product.
8. DEFECTS RESOLUTION
8.1 Where the Customer submits a Defects Notice to the Supplier within the period stipulated in Clause 7.1, then the following shall apply:
8.1.1 the Supplier shall conduct a remote troubleshooting to assess and resolve the alleged Defect;
8.1.2 in the event that the Defect cannot be resolved under Clause 8.1.1 the Customer shall ship (at the Customer’s cost and risk) the allegedly defective Product to the Supplier who shall conduct a Defects Assessment;
8.1.3 the Supplier’s determination of the existence or absence of a Defect (as the case may be) shall be final and binding on the Customer;
8.1.4 where a Defect exists, the Supplier shall:
(a) refund to the Customer all costs and expenses incurred in relation to shipping of the Products to the Supplier for the Defect Assessment;
(b) perform the Warranty Obligation at its sole cost and expense; and
(c) pay all costs and expenses required to the return the non-defective Products to the Customer;
8.1.5 where a Defect does not exist:
(a) the Customer shall pay all costs and expenses incurred by the Supplier in relation to the Defect Assessment;
(b) the Customer shall pay all costs and expenses required for the return of the Products to the Customer; and
(c) only upon receipt by the Supplier of the sums set out in Clauses 8.1.5(a) and 8.1.5(b) shall the Supplier be obliged to ship the non-defective Products to the Customer.
8.2 The Customer acknowledges and agrees that its remedies under this Clause 8 shall be the sole and exclusive remedy for any Defective Product.
8.3 For the avoidance of doubt, risk of loss and/or damage to any Deliverables being collected or delivered in accordance with this Clause 8 shall at all times remain with the Customer.
9. WARRANTIES & WARRANTIES
9.1 The Supplier warrants and represents to the Customer that:
9.1.1 it has the right to sell, and the Customer will receive, the Products free of any lien or impediment to its enjoyment of full legal and beneficial title; and
9.1.2 the Products will comply with the Specifications.
9.2 Subject to Clause 9.1.1 the Supplier expressly excludes all warranties or other implied terms which may apply to the Products to the maximum extent permitted under Applicable Law.
9.3 The Supplier warrants to the Customer that each item of the Products shall be free from any Defects during the Defects Liability Period.
9.4 The Defect Liability Period for any Defective Product repaired, replaced or resupplied shall be deemed to restart on the date of final repair, resupply or replacement of such Product.
9.5 The procedure set out in Clause 8 shall apply equally to all Defects Notices submitted by the Customer during the Defects Liability Period after acceptance of the relevant Product.
10. CESSATION OF WARRANTY OBLIGATION
10.1 The Customer acknowledges and agrees that the Supplier shall not be obliged to perform the Warranty Obligation where:
10.1.1 the Supplier’s Defects Assessment reveals that Product Misuse has occurred;
10.1.2 the Customer has breached any term of this Agreement; or
10.1.3 the Customer fails to complete the Interactive Training Program prior to the Customer’s first use of the relevant Product.
10.2 The Customer excludes and/or waive its rights to any Statutory Warranties to which it may be entitled in relation to the Deliverables.
10.3 THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SUPPLIER MAY REMOTELY RESTRICT OR TERMINATE THE OPERATION OF A PRODUCT IF THE SUPPLIER SUSPECTS PRODUCT MISUSE.
10.4 THE LIMITED WARRANTY SET FORTH HEREIN IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY THE SUPPLIER WITH RESPECT TO THE PRODUCTS.
10.5 THE SUPPLIER GIVES AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OTHER THAN THAT EXPRESSLY SET FORTH HEREIN.
10.6 NO REPRESENTATIVE OF THE SUPPLIER IS AUTHORIZED TO GIVE OR MAKE ANY OTHER REPRESENTATION OR WARRANTY OR MODIFY THIS WARRANTY IN ANY WAY EXCEPT IN A WRITTEN AMENDMENT OF THIS AGREEMENT, THAT MAKES SPECIFIC REFERENCE TO THIS AGREEMENT, SIGNED BY A DULY AUTHORISED REPRESENTATIVE OF STRUCTO.
10.7 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SUPPLIER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AS WELL AS ALL WARRANTIES ARISING OUT OF USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
11. EXPORT RESTRICTIONS
11.1 The Customer shall not transmit, export, or re-export, directly or indirectly, separately or as part of any system, any Products (or part thereof) or any technical data (including processes and services) received from the Supplier.
11.2 All warranties, express or implied, in relation to a Product shall immediately be voided in the event that the Customer breaches the restrictions under Clause 11.1.
12. MUTUAL & CUSTOMER WARRANTIES & REPRESENTATIONS
12.1 Each Party warrants and represents to the other Party that it is duly incorporated and has the legal capacity to enter into this Agreement which shall constitute a binding agreement upon them.
12.2 The Customer warrants and represents to the Supplier that its receipt, utilisation (including that of its Affiliates), and/or exploitation of any Deliverable shall at all times comply with Applicable Law, this Agreement and any Instructions.
13. PAYMENT TERMS
13.1 Unless otherwise specified and agreed in writing, all Charges shall be paid for as indicated on www.structo3d.com.
13.2 The Customer shall be responsible for paying its own bank charges.
13.3 All sales of Products are final and no Products may be returned for any exchange, credit or refunds.
14. TAXES
14.1 All amounts specified in this Agreement shall be exclusive of all Taxes.
14.2 Where VAT is required to be paid, the Customer shall bear the cost of any VAT payments.
15. TITLE & RISK
15.1 Without prejudice to its other rights under this Agreement, title to each item of the Products shall pass and vest in and become the absolute unencumbered property of the Customer upon Collection.
15.2 The Customer bears all risk of loss and/or damage to the Products (or any part thereof) immediately upon Collection.
15.3 The Customer acknowledges and agrees that the Supplier is not required to insure the Products while they are not in the Supplier’s possession.
16. CUSTOMER INDEMNITIES
16.1 The Customer shall fully indemnify, defend and hold harmless the Supplier from and against any and all Claims and/or Losses of whatever nature suffered, sustained or incurred, arising out of or in connection with:
16.1.1 any negligent act, or omission, or wilful misconduct by the Customer or its Personnel in connection with this Agreement;
16.1.2 any use of the Products or Product Misuse; or
16.1.3 non-compliance with and/or a breach of the End User Terms;
16.1.4 any breach of Clauses 11 (Export Restrictions), 22 (IPR), 23 (Confidentiality) or 24 (Data Protection).
16.2 For the purposes of Clause 16.1, the Supplier shall be deemed to include its Affiliates, Personnel, directors, shareholders and officers.
16.3 Each indemnity in this Agreement is a continuing obligation separate and independent from the Customer’s other obligations and survives the expiry or termination of this Agreement.
17. UNLIMITED LIABILITY
17.1 Nothing in this Agreement shall exclude or limit either Party’s liability to the other in connection with:
17.1.1 death or personal injury caused by that Party;
17.1.2 any fraud or fraudulent misrepresentation of that Party;
17.1.3 any liability which cannot be lawfully excluded by that Party;
17.1.4 in the case of the Customer, a breach of the End User Terms, Clause 11 (Export Restrictions), 22 (IPR) or 23 (Confidentiality); and/or
17.1.5 in the case of the Customer, any liability arising under Clause 16.
18. LIMITED LIABILITY
18.1 Subject to Clause 17:
18.1.1 the Supplier’s total liability for all Claims under this Agreement in aggregate shall be limited to 100% of the Charges paid by the Customer to the Supplier; and
18.1.2 neither Party shall be liable for Indirect Loss under this Agreement even if that Party has been advised of the possibility of such damages; and
18.1.3 the Supplier excludes all liability to the Customer for any negligence in connection with this Agreement.
19. TERMINATION
19.1 The Supplier may terminate this Agreement at any time with immediate effect and without cause by issuing a termination notice to the Customer.
20. CONSEQUENCES OF TERMINATION
20.1 The termination or expiry of this Agreement shall be without prejudice to the rights and remedies of either Party which may have accrued under this Agreement or Applicable Law up to the date of termination or expiry thereof.
20.2 The termination or expiry of this Agreement shall not limit the survivability of provisions which, by their nature, are intended to survive the termination and/or expiry of this Agreement.
21. FORCE MAJEURE
21.1 No Party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising as a direct result of an established Force Majeure Event.
22. IPR
22.1 The Customer shall not use (or permit the use of) any Supplier IPR for any purpose whatsoever, without the Supplier’s express prior written consent.
22.2 Subject to Clause 22.3, the Supplier shall grant to the Customer a non-exclusive, perpetual royalty-free licence to use its IPR solely to the extent required to receive the full benefit of this Agreement.
22.3 The Customer acknowledges and agrees that it shall:
22.3.1 use the Product in accordance with the End User Terms and strictly and solely for the Authorised Purposes;
22.3.2 not interfere with any proprietary marking and/or notices on the Product;
22.3.3 comply with all Instructions given to it by the Supplier relating to use of the Product;
22.3.4 not do nor fail to do any act which may invalidate or otherwise be inconsistent with the Supplier’s IPR;
22.3.5 immediately notify the Supplier of any infringement or suspected infringement of the Supplier’s IPR of which the Customer becomes aware;
22.3.6 not copy, translate, decompile, reverse engineer, resell or modify the Product.
23. CONFIDENTIALITY
23.1 This Agreement and any information disclosed to the Customer by the Supplier in relation to the same is confidential and the Customer will not divulge or disclose it to any third party without prior express consent in writing from the Supplier.
24. DATA PROTECTION
24.1 The Supplier shall comply at all times with relevant data protection and privacy legislation.
24.2 Without prejudice to Clause 24.1, the Supplier will process the Customer’s Personal Information in accordance with the Structo Privacy Policy.
25. ENTIRE AGREEMENT & COUNTERPARTS
25.1 This Agreement constitutes the entire agreement of the Parties relating to the provision of the Products, to the exclusion of all other terms and conditions, and any prior written or oral agreement between them.
26. ASSIGNMENT & NOVATION
26.1 The Supplier may assign, novate, or otherwise transfer all or any of its rights, benefits or obligations under this Agreement without the prior approval of the Customer.
27. SUBCONTRACTING
27.1 The Supplier may subcontract the performance of any of its obligations under this Agreement without the Customer’s prior written approval.
28. WAIVERS
28.1 No failure to exercise, nor any delay in exercising, any right, power or remedy under this Agreement shall operate or be deemed a waiver of the same. Waivers must always be given in writing.
29. SEVERABILITY & ILLEGALITY
29.1 If any provision of this Agreement is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction then the rest of this Agreement shall still remain in full force and effect.
30. RELATIONSHIP
30.1 Nothing in this Agreement shall be construed to make either Party an agent, employee, franchisee, joint venturer or legal representative of the other Party.
31. THIRD PARTY RIGHTS
31.1 Except where expressly provided, this Agreement does not create any rights that are enforceable by any Person who is not a Party to this Agreement.
32. NOTICES
32.1 Any notice or other communication given under or in connection with this Agreement shall be in writing by email.
32.2 The Supplier’s email address for the purposes of this Agreement is legal@structo3d.com as may be updated from time to time.
32.3 The Customer’s email address for the purposes of this Agreement is as set out in an Accepted Purchase Order as may be updated in accordance with this Clause 32.
33. VARIATION
33.1 No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each Party.
34. LANGUAGE
34.1 This Agreement is drawn up in the English language and the English language version of this Agreement shall always prevail over any translation. This Agreement shall be construed, interpreted and administered in English.
35. GOVERNING LAW & JURISDICTION
35.1 This Agreement is governed by, and shall be construed in accordance with, the law of Singapore.
35.2 The Parties irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore in relation to any disputes under or in connection with this Agreement.
1. DEFINITIONS
1.1 In this agreement (unless the context otherwise requires), the following words and phrases shall have the following meaning:
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Accepted Order |
means a Purchase Order that has been accepted (or deemed accepted) by the Supplier in accordance with Clauses 4.3 or 4.4; |
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Affiliate |
means any entity that is Controlled by a Party or under common Control of that Party; |
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Agreement |
means an binding agreement for the supply of Product(s) comprising a Purchase Order (such Order which has been accepted by the Supplier) together with these T&Cs and the End User Terms; |
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Agreement Date |
means the date of the issuance of an Order Confirmation; |
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Applicable Law |
means all national, state, local and municipal legislation, regulations, statutes, by-laws, Approvals and/or other laws and any other instrument or direction from officials having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions thereto) relating to or connected with the activities contemplated under this Agreement, wherever so located and/or performed; |
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Approvals |
means any licenses, permits, consents, approvals and authorisations (statutory, regulatory or otherwise) that a Party may require (whether to comply with Applicable Law or otherwise) to perform its obligations under this Agreement; |
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Authorised Purposes |
means the authorised purposes for which the Customer is permitted to use the Product under this Agreement as communicated by the Supplier to the Customer from time to time; |
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Charges |
means the amount payable by the Customer to the Supplier for the supply of the Products under this Agreement, such amounts being as set out in an Accepted Order; |
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Claim |
means any allegation, debt, judgment, cause of action, action, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise asserted by any Person at any time; |
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Collection |
means the point in time when the Products are transferred from the Supplier to the shipping carrier at the FCA point (as defined in the Incoterm); |
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Control |
means the: (1) ownership or control (whether directly or indirectly) of more than 50% of the voting share capital of the relevant entity; (2) ability to direct the casting of more than 50% of the votes exercisable at general meetings of the relevant entity on all, or substantially all, matters; or (3) right to appoint or remove directors of the relevant entity holding a majority of the voting rights at meetings of the board on all, or substantially all, matters, and the terms “Controls”, “Controlled” and “Controlling” shall have the equivalent grammatical meaning; |
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Customer |
means the Person specified in the Purchase Order; |
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Defect |
means, any defective design, materials, workmanship, un-merchantable quality in any Product, and/or any Product which does not conform to the requirements of this Agreement, and the terms “Defect” and “Defective” shall have the equivalent grammatical meanings; |
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Defects Assessment |
means an assessment of a Product by the Supplier to determine whether the Product contains any Defects; |
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Defect Liability Period |
means: (1) in relation to Product hardware, a period of 1 year from the date of delivery; (2) in relation to any Software produced by the Supplier and incorporated into a Product, a period of 1 year from the date of delivery; and (3) in relation to any resins, the period between the date of delivery and the expiry date set on that Deliverable; |
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Defects Notice |
means a notice issued by the Customer to the Supplier indicating that a Product has a Defect; |
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Delivery Address |
means the address as set out in an Accepted Order; |
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Documentation |
means any and all documentation (including user manuals, systems manuals, operating manuals, programming manuals and set-up or installation guides), whether in hard copy or soft copy form, provided by the Supplier to the Customer under this Agreement; |
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End User Terms |
means the terms identified in the Purchase Order and on https://www.structo3d.com as may be amended from time to time; |
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Force Majeure Event |
means any unforeseeable event or occurrence which is beyond the reasonable control of a Party and which prevents or delays that Party from performing any or all of its obligations under this Agreement; |
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Good Industry Practice |
means the exercise of that degree of skill, diligence and prudence which would reasonably and ordinarily be expected from time to time from a skilled and experienced Person carrying out the same type of activity, and applying the best industry practices under the same or equivalent circumstances, acting generally in accordance with all Applicable Laws; |
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Incoterms |
means the International Chamber of Commerce INCOTERMS® 2010, as may be updated from time to time; |
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Indirect Loss |
means, in relation to a breach of this Agreement, any loss of production, loss of use, loss of revenue, loss of profit, loss of contract, loss of goodwill, or any indirect, consequential or special loss; |
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Instruction |
means any reasonable instruction given by the Supplier to the Customer under or in connection with this Agreement, as may be specified in any Documentation or otherwise; |
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Intellectual Property Rights or IPR |
means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off; |
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Interactive Training Program |
means the training program accessible at https://www.structo3d.com and as updated by the Supplier from time to time; |
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Loss or Losses |
means any loss, expense, claim, penalty expenses or equivalent which is suffered, including Indirect Loss, as may arise as a result of one Party’s actions or inactions in respect of their obligations under this Agreement; |
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Object Code |
means the machine-readable and executable form of the Software; |
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Purchase Order |
means an offer by a Customer’s to purchase Product(s); |
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Order Confirmation |
means written confirmation issued by the Supplier’s written to the Customer of the Supplier’s acceptance of a Purchase Order; |
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Person |
means any natural person, corporate or unincorporated body (whether or not having separate legal personality), individual, corporation, partnership, limited liability company or similar entity; |
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Personal Information |
means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller; |
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Personnel |
means all employees, agents and subcontractors of a Party who are assigned, engaged or otherwise employed from time to time to work in connection with the performance or discharge of a Party’s obligations under this Agreement; |
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Product |
means the goods (including any Software and Documentation produced by the Supplier related thereto) to be supplied by the Supplier pursuant to this Agreement; |
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Product Misuse |
means where the Supplier reasonably suspects that a Product: (a) has been subjected to operating and/or environmental conditions in excess of the maximum values set out in the Documentation; (b) has been subjected to unusual physical, electrical or environmental stress; (c) has been subjected to abuse, misuse, improper or unauthorized use, testing, or installation; (d) has been subjected to operation that is negligent, in violation of Applicable Law or in deviation from any Instructions and/or Documentation; (e) has been subjected to accident or power failure; (f) has been subjected to alteration, tampering, reconfiguration, removal or repair other than by the Supplier or its explicitly authorized technical representatives; (g) has been subjected to combination with or use of any equipment, hardware, software, components, resigns and/or parts that have not been supplied by the Supplier or authorized by the Supplier in writing; or (h) and/or benefits provided under or in relation to this Agreement are being applied to products supplied by the Supplier under distinct/separate agreements. |
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Receiving Party |
means the Party receiving Confidential Information from the other Party under or in connection with this Agreement; |
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Software |
means any computer programme in Object Code or Source Code (as the case may be), together with any technical information and documentation necessary for the use of such programmes; |
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Source Code |
means, in relation to any Software: (1) electronic and hard copy versions of the set of human readable, higher level programming language instructions or statements in which the Software was written; (2) all relevant libraries required for the Software to operate; and (3) any additional documents and information as the Licensee may reasonably require to maintain, modify, alter, upgrade, develop, or enhance the Software or any part of the Software; |
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Specifications |
means any technical and functional specifications for the Products and includes any plans, drawings, data, specifications, quantities, description and other information relating to the Products; |
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Statutory Warranties |
means any and all statutory warranties in relation to the Products that the Customer is from time to time entitled to the benefit of under Applicable Law; |
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Structo Privacy Policy |
means the privacy policy set out at https://www.structo3d.com as may be updated by the Supplier from time to time; |
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Tax |
means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of them); |
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T&Cs |
means these standard terms and conditions governing the supply of Products; |
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Title |
means ownership of real property or personal property; |
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VAT |
means value-added tax or any other sales tax or any other taxes similar thereto in the applicable jurisdiction which may be payable in relation to the supply and delivery of the Products; and |
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Warranty Obligation |
means the redesigning, repairing, replacing or re-supply (as appropriate) of a Product (by the Supplier) which has experienced a Defect during the Defects Liability Period. |