Any order which is placed with Leoch Battery Pte Ltd (“Leoch”) or a related or affiliated entity (“Seller”), regardless of how placed, is subject to these terms and conditions:

Delivery

Unless otherwise specified, delivery of products to a carrier at Seller’s factory or other loading point shall constitute delivery to the Buyer, and regardless of shipping terms or freight payment, all risk of loss or damage in transit shall be borne by the Buyer.

Claims for shortages, defects or other errors in delivery of products must be made in writing to Seller within 10 days after receipt of shipment and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by the Buyer. Claims for loss or damage to goods in transit should be made to the carrier and not to the Seller.

The Seller shall not be liable for any damage as a result of any delay or failure to deliver due to any cause beyond the Seller’s reasonable control, including, without limitation, any act of God, act of the Buyer, embargo or other governmental act, regulation or request, fire, accident, strike, slowdown, war, riot, delay in transportation, or inability to obtain necessary labour, materials or production facilities. The Seller’s liability for other delays or failure of performance shall be limited to the portion of the contract price attributable to the quantity delayed or not shipped.

Shipment and Storage

The Buyer shall specify in writing the method of shipment preferred and, in the absence of such specification, the Seller may ship in any manner it elects. All shipping and delivery dates are approximate.

Prices and Payments

Any prices quoted are F.O.B. and seller’s factory, unless otherwise stated and agreed to in writing. All prices are subject to change without notice. Full payment is required, unless otherwise agreed in writing. If buyer fails to pay any invoice when due, the Seller may at its option (1) delay further shipments to the Buyer until such invoice is paid, and/or (2) terminate any or all contracts with the Buyer. Any invoice that is not paid in time shall be subjected to interest. The Buyer shall be responsible for and shall remit to the Seller all costs, expenses and reasonable attorney fees incurred by the Seller in obtaining payment of any invoice or portion thereof.

Taxes and Other Charges

Any sales tax, excise tax, duty custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between the Seller and Buyer shall be paid by the Buyer in addition to the prices quoted or invoiced. In the event the Seller is required to pay any such tax, fee or charge, the Buyer shall reimburse the Seller thereafter.

Cancellations

No order may be cancelled or altered or delivery deferred by the Buyer except on terms and conditions acceptable to the Seller, as evidenced by the Seller’s written consent. In the event of such approved cancellation by the Buyer, the Seller shall be entitled to the full contract price, less any expenses saved by reason of such cancellation.

Returns

Products may not be returned to the Seller for any reason after delivery to the Buyer without the written approval of the Seller.

Deliveries to Third Parties

In the event the Buyer requests the Seller to deliver to third parties, the Seller at its discretion may do so, but such delivery shall be subject to the above terms and conditions, and the Seller shall have no liability which arises in whole or in part as a result of the Buyer’s failure to inspect products due to their direct transmittal to a third party. The Seller shall have no liability for costs incurred by the Buyer with such third parties whatsoever.

Trade Secrets/Confidential Information

The Seller expends considerable resources to develop, acquire and safeguard its confidential information. Any confidential information that is disclosed to the Buyer is disclosed in the strictest confidence and the Buyer shall not disclose any confidential information to any person, firm, corporation or other entity. The Buyer shall not copy or duplicate any confidential information for its own use or benefit. The Buyer shall use the same degree of care to avoid disclosure of confidential information as it uses with respect to its own highest level confidential information and, in any event, no less than a reasonable degree of care. Confidential Information shall include, but not be limited to, all information, regardless of the form in which it is transmitted or stored, relating to Seller’s research, development or business information, products, product specifications and trade secrets, as defined by law.

Intellectual Property

The Seller disclaims any warranty that the product does not violate any patent, trademark or other intellectual property owned by a third party. Further, in the event the Buyer provided the specifications for the product, then the Buyer shall indemnify and hold the seller, its officers, directors and affiliates, harmless from any losses or damages, including attorney fees, arising out of a claim that the product infringes on the patent, trademark or other intellectual property rights of a third party.

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