Terms and Conditions

General

These Standard Terms and Conditions of sale (“the Conditions”) apply to any sale of items, equipment or services of WHOLESALE ELECTRIC ASIA PTE LTD (“WEA”) or, where a quotation is made, shall form part of that quotation.

WEA may vary the Conditions from time to time, and the Conditions as varied shall be published on the WEA website. The purchaser agrees that the ordering of any goods or services after the publication of the variation of the Conditions on the website will be an acceptance by the purchaser of the varied Conditions.

No variation or cancellation of any of the Conditions shall be binding on WEA unless agreed by WEA in writing. No agent or representative has the authority to waive or alter the Conditions.

The purchaser or anyone purporting to act on behalf of the purchaser may place orders for goods or services with WEA by telephone, email, in writing or by facsimile transmission.

The headings in the Conditions are for convenience only and shall not affect their interpretation.

Precedence

In the event of a conflict between the Conditions and those which may be included in, or implied by, any document forming part of any enquiry, specification, order or contract, the Conditions shall prevail unless they are expressly varied by WEA in writing. If any Condition is contrary to or excluded by law then the Conditions shall be modified but only to the extent of excluding that part of the Conditions so affected.

Acceptance

A quotation is not to be construed as an offer or obligation to sell and WEA reserves the right to decline any order for goods or services (either wholly or partially) at any time prior to the delivery of the goods or services, in which case WEA shall be under no obligation in respect of such order.

No order by the purchaser shall be deemed to be accepted by WEA unless it is confirmed by WEA in writing.

WEA reserves the right to make any changes to the specifications of any goods ordered where such changes are necessary to conform with applicable statutory or regulatory requirements.

The purchaser may not cancel any order accepted by WEA and the purchaser agrees to indemnify WEA against all loss, damages, charges and expenses incurred by WEA arising out of or resulting from such cancellation.

Prices

All prices are subject to change without notice and orders are accepted by WEA on the condition that they will be invoiced at the prices ruling at the date of dispatch, but every endeavour will be made to give 30 days’ notice of any increase.

All prices shown in the published catalogues or price lists are recommended selling prices only and there is no obligation on the part of WEA to maintain such prices.

All prices shown include Goods and Services Tax but do not include transport or delivery charges.

A quotation includes only such goods as are specified therein. WEA reserves the right to cancel any sale where goods offered ex stock have been previously sold or otherwise committed.

A $20 surcharge may apply at the discretion of WEA if an order value is less than $100.

Terms Of Payment

The purchaser agrees to comply with the Conditions and payment for goods and services shall be made by the purchaser to WEA within thirty (30) days from the date of the invoice, unless otherwise agreed in writing by WEA. WEA shall be entitled to require payment in advance of delivery.

Time of payment shall be of the essence of the contract of sale of the goods and services.

The purchaser shall pay all amounts due under the contract without any set-off, counterclaim, deduction or withholding (except such withholding as is required by law).

In the event the purchaser fails to make payment by the due date or when required, WEA reserves the right, without prejudice to any other remedies it may have, to cancel the contract and/or any other contract with the purchaser, to suspend any further deliveries to the purchaser, to appropriate and apply any payment made by the purchaser towards payment of the goods as WEA may think fit, and to levy interest on the outstanding amount at a rate of eight per cent (8%) per annum or such other interest rate that is permissible at law calculated from the due date to the date of full payment.

Delivery

WEA will endeavour to comply with the time of delivery of goods and services requested by the purchaser but delivery time is not guaranteed. Time of delivery shall not be of the essence of the contract of sale of the goods and services unless agreed by WEA in writing.

WEA will not be liable for any loss or damage of whatsoever nature arising out of a delay in delivery or non- delivery of goods or services. The delivery period quoted commences from the date WEA receives sufficient information to proceed with the supply or from the date WEA receives the purchaser’s written order, whichever is the later or in the case where advance payment has to be made before delivery, after payment is received by WEA. Quoted delivery dates are subject to confirmation when placing the order.

The purchaser shall not entitle to cancel an order or refuse delivery by reason of late delivery, howsoever caused.

If the purchaser fails to take delivery of any goods (except for a cause beyond the purchaser’s reasonable control), WEA may, without prejudice to any other rights or remedies available to it, store the goods until actual delivery and the purchaser shall bear all reasonable costs of storage or sell the goods and the purchaser shall pay WEA any shortfall below the price under the contract.

Goods Returned For Credit

Goods will only be accepted for return with the prior approval of WEA in writing.

In the case of the return of buy-ins against the purchaser’s order, credit will only be allowed if the original manufacturer/supplier also accepts the return.

All goods returned should be in their original containers and should not be shop soiled, obsolete or shop damaged. All such goods may be rejected or credited at a reduced rate.

Cut lengths of cable will not be accepted for return under any circumstances.

No claim will be recognized unless such claim is made within seven (7) days of delivery and in every case the original invoice number and date must be quoted.

All goods approved for return shall be returned freight pre-paid and may be subject to a 15% restocking charge.

Cancellation

Any order or contract may, at the option of WEA, be terminated in the event of insolvency of the purchaser or of execution being levied against any of the goods of the purchaser or the purchaser being placed into administration or liquidation, whether voluntary or otherwise, or of a mortgagee entering into possession of any assets of the purchaser, or the purchaser ceases or threatens to cease, to carry on business, or the purchaser’s credit worthiness or credit standing alters, in the opinion of WEA, from that disclosed in its application for credit.

If this clause applies, WEA shall not liable to the purchaser whatsoever and any goods delivered or services rendered but not paid shall become immediately due and payable notwithstanding any previous agreement to the contrary.

Variation

A variation or cancellation of any order by the purchaser is subject to acceptance by WEA of such variation or cancellation and in the event of such agreement the purchaser hereby indemnifies WEA against any loss or damage as a result of such variation or cancellation.

Warranties Limited

WEA warrants that the goods it supplies shall be of good and merchantable quality and its liability shall be limited only to the repair or replacement of any faulty or defective goods in terms of the manufacturer’s warranty and WEA does not, unless specifically required by law, give any warranty beyond the manufacturer’s warranty, and in no event shall WEA be liable either under statute, in equity, in contract or tort (including in negligence) or otherwise for any direct or indirect special consequential loss or damages (including loss of income, profits or business, loss of goodwill or reputation or loss of value of intellectual property) to persons or property, whether foreseeable or unforeseeable, arising from or caused in any way by such goods.

Save in the event of death or personal injury caused by WEA’s negligence, WEA shall not be liable to the purchaser by reason of any representation (other than fraudulent), or any implied condition or warranty or other term, or any duty under common law, or under any express term of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of WEA, its employees, agents or otherwise) which arise out of or in connection with the supply of goods and services or their use or resale by the purchaser, and the entire liability of WEA under or in connection with the contract shall not exceed the price of the goods and services, unless expressly provided in these Conditions.

WEA shall not be liable howsoever to the purchaser in the event that WEA is prevented or hindered from performing any of its obligations under the contract by reason of any cause beyond its reasonable control including but not limited to any acts of God, explosion, flood, tempest, fire or accident, threat of war or war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or

measures of any kind on the part of any governmental or local authority, import or export embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving WEA or otherwise).

Inspection

The purchaser has seven (7) days from the date of delivery of the goods within which to provide WEA with written notice of any claim for alleged failure to comply with an order whether due to a shortfall, defect, incorrect delivery or otherwise. Should the purchaser fail to provide such written notice within the stipulated time period then WEA shall be deemed to have complied the purchaser’s order in all respects including delivery, quality and quantity.

For avoidance of doubt, receipt by WEA of any such notice from the purchaser shall not be deemed acceptance or admission of such claim.

Packing, Damage or Loss in Transit

WEA uses every care in packing but, unless otherwise agreed, shall not be liable for any loss or damage in transit, and any claim in relation to such loss or damage shall not be accepted by WEA and shall be a matter between the purchaser and the railway, shipping company or carrier. The purchaser shall inspect and check all goods received as soon as practicable upon unloading. No claim for shortage of goods shall be made to WEA after forty-eight (48) hours of such inspection, and while WEA shall endeavour to rectify any shortage as soon as practicable after receipt of any claim and after satisfying itself of such shortage, it shall not be liable to the purchaser in respect of such rectification.

Purchaser's Specifications

WEA shall be under no obligation to comply with any specification or drawings referred to in any order unless such specifications or drawings have been produced to WEA prior to delivery of goods and accepted by WEA in writing. Save as stated herein, WEA does not warrant or represent that the goods are fit for a particular purpose and the purchaser agrees that it does not rely on the skill and judgment of WEA in relation to the suitability of the goods for a particular purpose. All such warranties are hereby excluded to the maximum extent permitted by law.

Risk and Title

Risk of damage to or loss of the goods sold shall pass to the purchaser from the time of dispatch of the goods by WEA for delivery to the purchaser and the purchaser shall be solely responsible for insuring the goods in transit.

The title of the goods shall not pass to the purchaser at the time of delivery until all sums due and owing on any account whatsoever (including debts arising before the date of this contract) have been paid in full.

Until such time as title to the goods passes to the purchaser, the title shall remain with WEA and the purchaser shall hold the goods on a fiduciary basis as bailee for WEA. The purchaser shall keep the goods separate from those of the Purchaser and third parties so that they remain readily identifiable as WEA’s property and the purchaser shall not remove, deface or obscure any identifying mark or packaging on or relating to the goods. The purchaser shall properly store, protect, insure and identify the goods as WEA’s property but shall be entitled to sell the goods in the ordinary course of business as long as the purchaser has not breached any of the Conditions herein and on condition that the purchaser shall hold on trust for and on demand pay or transfer to WEA (to the extent of any monies due to WEA) the proceeds of such sale to the extent of any outstanding due from the purchaser to WEA.

Until such time as the title in the goods passes to the purchaser (and subject to the goods still being in the possession of the purchaser and have not been sold), WEA shall be entitled at any time to require the purchaser to deliver up the goods to WEA in the event the purchaser shall commit any breach of its obligations under these Conditions or shall default in payment of any sum due, or if distress execution or other legal process shall be levied against the purchaser’s property or assets, or the purchaser shall make or offer to make any arrangement or composition with its creditors, or any petition or order be presented or made against the purchaser, or if any resolution or petition to wind up the purchaser shall be presented or passed or any administrative receiver be appointed over all or any of the purchaser’s assets, or WEA reasonably believes that any of the above events is about to occur and notifies the purchaser accordingly, then in such case, the purchaser’s power of sale shall automatically cease and WEA shall have the right with or without prior notice at any time to take possession of the whole or any part of the goods (and for that purpose to enter onto any premises occupied by the purchaser or any parent, subsidiary or associated company of the purchaser) to the value of all amounts due to WEA, without prejudice to any other right or remedy available to WEA at law or otherwise.

Credit

WEA may at any time suspend or vary any credit extended to the purchaser or withhold the delivery of goods or services already ordered as WEA in its sole and absolute discretion determines.

Default of Purchaser

The purchaser expressly agrees that if the purchaser fails to pay WEA the invoiced price of any goods and services by the due date for payment, then WEA:

Shall have the immediate right to bring an action against the purchaser for payment of the invoice price of the said goods and services, notwithstanding that ownership and property in the said goods and services shall not have passed to the customer;

May refuse to supply any other goods and services to the purchaser;

May claim the return of any goods in the possession of the purchaser where title in such goods has not passed to the purchaser;

May determine the contract and/or suspend manufacture or delivery, installation, commissioning or testing of any goods then outstanding;

May retain any security given or money paid by the purchaser or available through enforcement of guarantee or security bonds lodged and may apply such security or money against the loss and damages incurred by the failure of the purchaser to pay;

May withdraw or vary any credit extended to the purchaser without notice to the purchaser;

May without notice make all moneys owing by the purchaser to WEA on any account immediately due and payable

May take such steps as it deems necessary to mitigate any damage suffered including the putting to use, hiring out, sale or disposal of any goods in its possession supplied or to be supplied to the purchaser;

Disputes

If the purchaser disputes any charge appearing on an invoice then the purchaser shall give written notice of such dispute to WEA immediately upon receipt of invoice and shall pay all other charges not in dispute on the invoice pending an investigation of the dispute.

General

Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

No waiver by WEA of any breach of the contract by the purchaser shall be considered a waiver of any subsequent breach of the same or any other provision.

If any provisions of these Conditions are held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provisions shall not be affected.

This contract shall be governed by the laws of Singapore and the parties agree to submit to the non-exclusive jurisdiction of the courts in Singapore.

Opening a Trading Account

IT IS AGREED : By signing the application form the applicant certifies that the information supplied to WEA for the purpose of assessing the suitability for providing the applicant with a 30 Day Credit Facilities is correct at time of writing, and is authorized on behalf of the applicant to make this application and contract on behalf of the applicant and give the warranties outlined in this application.

WEA reserves the right to withdraw credit facilities at any time without notice.

The Purchaser will be liable for any costs incurred in enforcing payment of the account.

Should the amount owing under the credit facility at any time exceed the limit mentioned on this application,

WEA reserves the right to suspend credit facilities until such time as the amount outstanding is reduced below the limit established.

Terms are strictly 30 DAYS from Invoice date, Failure to pay within these terms could result in suspension of Credit Facilities until ALL outstanding amounts are paid in FULL.

All goods shall be sold in accordance with the “STANDARD TERMS AND CONDITIONS” as outlined on the purchase invoice.

Your Credit Limit

To help manage your account, for future transactions, WEA reserves the right to reassess customer’s credit limit at any time for reasons such as outstanding balance exceeding the current limit currently in place or payments received outside our terms and conditions. It is agreed for WEA to assess the account at any time to change credit limit if needed without authorisation based on trading history.