Verchip International Pte LTD - Conditions of Sale

Article 1 - Risk of Loss and Title:

Section 1.01: Risk of damage to or loss of Product shall pass to Buyer in accordance with the agreed delivery terms stipulated in the Contract. Where Buyer has been granted unsecured open credit terms, Seller shall retain title in the Goods until Seller has received in cash or cleared funds payment in full of the price of the Product. 

Article 2 – Delivery Terms:

Section 2.1: Parties acknowledge that any shipment schedules or delivery dates are approximate only and time shall not be of the essence. 

Section 2.2: Notwithstanding the quantity ordered and stated in each Contract, an operational tolerance (percentage as specified under the Contract) shall be allowed for each shipment at Seller’s option with an adjustment in the price. 

Section 2.3: In case of bulk cargo vessel, container vessel, tank truck shipments or inter-tank transfer, bill of lading and/or certified international surveyor’s report (as applicable) at loadport shall be final, save for manifest error. 

Article 3 - Warranty of Quality:

Section 3.01 – Warranty: Seller warrants Product will meet the data sheet specifications as published at the date of this Contract at www.sabic.com or as may be amended or updated, from time to time. Save as aforesaid, any and all conditions, warranties or representations relating to Product quality, condition, merchantability or their suitability or fitness for any purpose whatsoever, whether express or implied and whether by law or in oral or written statements made by or on behalf of Seller to Buyer are hereby excluded (save to the extent that exclusion thereof is not permitted or is ineffective by operation of law). 

Section 3.02 - Exclusive Remedy: Where Buyer has established that Product has either (i) at the time of loading (for bulk cargo) or (ii) upon delivery (for container shipments) failed to comply with the Product specifications, and Buyer gives written notice of such defect to Seller within 5 (five) business days of such delivery, Buyer’s sole and exclusive remedy for breach of Seller’s warranty in respect of Product quality shall be an abatement of the price of the Product to be mutually agreed between the Parties. 

Article 4 - Product Safety:

Section 4.01 - Buyer’s Acknowledgement: Buyer acknowledges that Product may be hazardous if so indicated in the Product’s Material Safety Data Sheet (MSDS) and that it is familiar with, and shall take all steps necessary to inform, warn, and familiarize its employees, agents, customers, and contractors who may handle Product, of all hazards pertaining to and proper procedures for safe use of Product and of the containers or equipment in which Product may be handled, shipped, or stored. Buyer also undertakes to label as appropriate any materials which it makes or resells that include Product. 

Section 4.02 – Indemnity: Buyer shall indemnify Seller against any claim, liability, loss, cost, damage or expense suffered or incurred by Seller arising from Buyer’s failure to so inform, warn and familiarize its employees, agents, customers, and contractors, except to the extent that the claim, liability, loss, cost, damage or expense is caused by the failure of Product to meet the specifications. 

Article 5 – Payment:

Section 5.01 - Contract value: The total contract value shall be computed based on the bill of lading quantity and the agreed Product unit price as stated in this Contract. 

Section 5.02 – Payment Terms: Payment for Product shall be made to Seller in full in U.S. Dollars or such other currency set out in this Contract without any deduction, withholding or setoff whatsoever and in immediately available and freely transferable funds within the period set out in this Contract, or in the event that the payment period is not set out in this Contract, within seven (7) days after the bill of lading date (with the date of the bill of lading counting as day zero). Where the last day for payment falls on a Saturday or on a weekday other than Monday which is not a banking day in Singapore or New York, then any such payment shall be made on the nearest preceding banking day. Where the last day for payment falls on a Sunday or a Monday which is not a banking day in Singapore or New York, then any such payment shall be made on the next following banking day. If full payment is not received by Seller as aforesaid, Buyer shall pay Seller interest on the amount outstanding at the rate of 1% per month for the period of delay beginning on the due date until the date of payment. 

Section 5.03 – Payment Method: Payment shall be in accordance with the payment method set out in the Contract. All banking charges imposed or levied by the bank making the payment for telegraphic transfers shall be for the account of Buyer and all banking charges imposed or levied by the bank receiving the payment (if any) shall be for the account of Seller. Payment by Letters of Credit (L/C) shall be effected by a clean workable, irrevocable, unconditional and confirmed L/C issued by a bank accepted by SAPPL and “tested Telex” or “SWIFT”. In the event that Seller fails to receive payment from the issuing bank for any reason other than default by Seller in producing the contractual documentation within the required time frame as stipulated in the L/C, Buyer agrees that Seller shall be entitled to claim the full outstanding amount due under the L/C against the Buyer as principal debtor without prejudice to Seller's other rights and remedies to recover payment, in law or in equity. 

Section 5.04 – Taxes, Duties and Other Charges: Seller will pay all taxes or other charges imposed upon Product which accrue or are incurred by Seller prior to transfer of risk in Product to Buyer. Buyer will pay all taxes or other charges imposed upon Product which accrue or are incurred after transfer of risk in Product to Buyer. 

Section 5.05 – Change in Buyer’s Financial Circumstances: If, in Seller's judgment, reasonable doubt exists as to Buyer's financial responsibility, or if Buyer is past due in payment of any amount whatsoever owing to Seller or its affiliates, Seller shall have the right, without prejudice to any other remedies, to suspend performance, decline to ship, or stop any material or goods in transit, until Seller receives payment of all amounts owing to Seller or its affiliates, or adequate assurance of such payment. 

Article 6 - Limitation of Liability and Claims:

Section 6.01 - Liability for Defective Products: Except in respect of death or personal injury caused by Seller’s negligence and to the extent that the Seller’s liability under the applicable law may be excluded, Seller shall not in any way be liable for loss, injury, damage or expenses of whatever nature which result, whether directly or indirectly, from the purchase, import, ownership, possession, storage, use, defect, and failure of the Product sold pursuant to this Contract. 

Section 6.02 - Aggregate Liability: If Section 6.01 does not apply for any reason whatsoever; or in circumstances where the Seller has not effectively excluded liability to the Buyer under or in connection with this Contract, Seller's aggregate liability to Buyer, in connection with Products or in connection with the Seller’s obligations under this Contract, shall be limited to the price payable or paid by Buyer for the Product to which such claim, demand, loss, injury, damage or expenses relates. 

Section 6.03 - No Consequential Loss: Except in respect of death or personal injury caused by Seller’s negligence and to the extent that the Seller’s liability under the applicable law may be excluded, in no event, including the negligent act or omission on its part, shall either party be liable to the other, whether under this Contract or otherwise in connection with it, or in contract, tort, negligence, equity, breach of statutory duty or otherwise howsoever arising, in respect of: 
(i) any special, incidental, punitive, indirect or consequential losses or expenses (whether or not forseeable); and 
(ii) if and to the extent that they might otherwise not constitute special, incidental, punitive, indirect or consequential losses or expenses, all of the following: 
(a) loss of anticipated profits; 
(b) loss of goodwill; 
(c) loss of use; and 
(d) loss of commercial opportunities whether or not foreseeable. 

Article 7 - Termination of Contract

Section 7.01 - Termination: Either party may terminate this Contract immediately by giving written notice to the other party (the "Defaulting Party") if the Defaulting Party commits a breach of any of the provisions of this Contract and, in the case of such a breach which is capable of remedy, fails to remedy the same within ten (10) days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied. 

Section 7.02 - Accrued Obligations: Termination of this Contract shall be without prejudice to any other right or remedy or any accrued obligations or liabilities of either Party. 

Article 8 – Export Controls:

Section 8.01 - Export Law Compliance: Buyer shall ensure that it is compliant to all export control laws and regulations of the country of origin and /or shipment of the Products. In the event Seller has reasonable grounds for believing that the aforesaid export control laws and regulations will not be complied with, Seller may, at its sole discretion (and without prejudice to any other rights), terminate or forthwith suspend delivery under this Contract until further notice or decline to commence or complete loading hereunder on notifying Buyer either in writing or orally (followed by written confirmation).