Terms of Sale

General Terms and Conditions of Sale

These terms and conditions are intended for the sale of hardware, software and services (including renewal of software subscription and services) where there is no supply/service agreement between the parties. These terms and conditions are not intended to supersede any customised supply/service agreement which shall apply to any sale of NEC APAC’s customised solutions and system design/development/installation/integration/testing/managed services.

1. Definitions
Unless the context otherwise requires, the following words and expressions have the following meanings in this General Terms and Conditions of Sale:
“Contract” means these General Terms and Conditions of Sale together with the Quotation/Proposal, Order(s) and any other terms and conditions otherwise agreed between Customer and NEC APAC in writing.
“Customer” means the person, firm or company placing an Order(s) with NEC APAC.
“Deliverables” means any Product(s) and/or Service(s) to be provided by NEC APAC pursuant to Order(s) issued by the Customer.
“NEC APAC” means NEC Asia Pacific Pte. Ltd.
“Order(s)” means the purchase order(s) or any form(s) of ordering issued by the Customer or any ordering concluded via contract(s)/agreements on the Deliverables between the Customer and NEC APAC.
“Party” means either NEC APAC or the Customer and “Parties” means both NEC APAC and the Customer.
“Price/Fee” means the price or fee of the Deliverables provided by NEC APAC as stated in the Quotation/Proposal.
“Product(s)” means the product(s) provided by NEC APAC pursuant to Order(s) issued by the Customer.
“Quotation/Proposal” means the quotation or proposal issued by NEC APAC for the Deliverables requested by the Customer.
“Service(s)” means the service(s) performed by NEC APAC pursuant to Order(s) issued by the Customer.
“Software” means the software provided by NEC APAC pursuant to Order(s) issued by the Customer or the software which the Customer may access via the Service.

2. Application

(a)
All Quotations/Proposal issued by NEC APAC for Products and/or Services are subject to these General Terms and Conditions of Sale.
(b)
Unless a separate agreement is entered between the Customer and NEC APAC, these General Terms and Conditions of Sale together with the Quotation/Proposal, Order(s) and any other terms and conditions otherwise agreed between Customer and NEC APAC in writing shall form the terms of the contract between Customer and NEC APAC for the sale of any Deliverables by NEC APAC to the Customer.
(c)
The applicability of general or specific terms and conditions and provisions of Customer including any reference made in the Order is expressly rejected by NEC APAC, unless otherwise agreed by NEC APAC in writing.
(d)
If there is any conflict or inconsistency between the documents, such conflict or inconsistency shall be resolved based on the following order of precedence:
(i)　 any other terms and conditions otherwise agreed between the parties in writing;
(ii)　 the Quotation/Proposal;
(iii)　these General Terms & Conditions of Sale; and
(iv)　the Order, to the exclusion of any reference to the Customer’s terms and conditions;
(e)
A copy of the current General Terms and Conditions of Sale is located on NEC APAC’s website. NEC APAC may at any time vary or alter these Terms and Conditions. If there is any inconsistency between different versions of the General Terms & Conditions of Sale, the most recent version on NEC APAC’s website will prevail.

3. Pricing and Payment

(a)
All Price/Fee stated in the Quotation/Proposal shall be in Singapore Dollars (unless otherwise mentioned in the Quotation/Proposal)
(b)
The Customer shall settle all invoices in accordance with the Payment Term stated in the Quotation/Proposal. If none is specified, within thirty (30) days of the date of the relevant invoice or such other period as may be stated in the invoice. NEC APAC may change credit or payment terms at any time if, in NEC APAC's evaluation, the Customer’s financial condition, previous or current payment record or the nature of the Customer’s relationship with NEC APAC requires so.
(c)
All payment shall be made payable to “NEC Asia Pacific Pte. Ltd.” into the bank account stated below or such bank account as designated by an authorised personnel of NEC APAC in writing. All bank charges imposed on the payment shall be borne by the Customer. No cash payment shall be accepted.
Bank Name : SUMITOMO MITSUI BANKING CORPORATION
Bank Account No.: 0230099-1
Bank Address : 88 Market Street, #33-01, CapitaSpring, Singapore 048948
Bank Code : 7472
Branch Code : 806
SWIFT Code : SMBCSGSG
(d)
If the Customer does not pay any invoice by the due date for payment, NEC APAC may, without prejudice to any other rights and remedies that it may have under this Contract and in law, suspend provision of the Services or delivery of the Products until payment in full including any interest is received. In addition, the Customer shall pay interest on the overdue amount at the rate of one point five percent (1.5%) per month calculated on a daily basis from the date the amount is due until full settlement of the overdue amount, whether before or after judgment.
(e)
Customer shall indemnify NEC APAC for any and all costs incurred by NEC APAC in recovering the overdue amount from the Customer.
(f)
The Customer shall not deduct, set-off or withhold payment of any part or all of the amounts due and payable to NEC APAC for any reasons whatsoever.

4. Tax, Duty, Levy and Other Charges
Unless otherwise agreed in writing, the Price/Fee stated in the Quotation/Proposal is exclusive of taxes, duties and levies. The Customer shall bear, in addition to the Price/Fee chargeable, (a) the applicable goods and services tax, withholding tax and any other taxes, duties and levies imposed under any law in respect of the supply of the Deliverables; and (b) all logistic, freight, insurance and other shipping expenses as well as expenses for any special packing requested by the Customer.

5. Price/Fee Validity

(a)
Price/Fee quoted shall remain valid for the Quotation/Proposal’s validity period as mentioned in the Quotation/Proposal and NEC APAC reserves the right to revise the Price/Fee quoted if there are changes in market conditions, foreign currency fluctuation, any implementation / variation / amendment / revision of the laws, taxes, duties, levies, etc by the relevant authority from time to time.
(b)
NEC APAC reserves the right to: (a) increase a quoted Price/Fee in the event that the Customer requests for an increase / variation / modification to the Deliverables; and (b) in its absolute discretion, substitute a reasonable alternative as long as it meets the relevant standard and specifications if any materials specified within the Quotation/Proposal become unavailable prior to delivery or installation.
(c)
On maintenance/ support service(s) purchased (if applicable), NEC APAC reserves the right to revise the maintenance services/support fees based on market condition from year to year.
(d)
NEC APAC shall provide at least thirty (30) days’ prior notice to the Customer for any adjustment to the Price/Fee quoted or the maintenance services/support fees.
(e)
Any renewal or option granted to the Customer, if any, shall only be valid provided there is no breach on the part of the Customer.

6. The Order(s)

(a)
Customer’s Order(s) shall be issued only for the Products and/or Services quoted in the Quotation/Proposal. All Orders issued by Customer must include: a) the Price/Fee quoted; b) description of the Products and/or Services and its respective quantity (if applicable); c) delivery date and delivery location, if these are to be specified by the Customer as requested by NEC APAC in the Quotation/Proposal. All Orders should be signed and issued by the authorised person of the Customer who has authority to issue the Order.
(b)
All Order(s) are subject to acceptance by NEC APAC in writing. NEC APAC will provide the Customer with an order acceptance or rejection notice as soon as reasonably possible.
(c)
All Quotation/Proposal and related contract thereto (if any) are for reference only and shall only be binding on NEC APAC subject to the following:
(i)　 NEC APAC receives the Order(s) within the Quotation/Proposal’s validity period or such extension of time granted by NEC APAC;
(ii)　 Authorized personnel of NEC APAC issues its written acceptance of the Order(s) to the Customer;
(iii)　Satisfactory outcome of NEC APAC’s sanction screening on the Customer;
(iv)　Satisfactory outcome of NEC APAC’s credit check relating to the Customer at the relevant time. NEC APAC reserves the right to undertake credit check at any time prior to entering into any contract with the Customer and/or prior to delivery of any Deliverables by NEC APAC. NEC APAC may reject the Order(s), change credit or payment terms or place the Customer’s account on credit hold at any time if, NEC APAC is of the reasonable opinion that the financial condition, previous payment record or the nature of the Customer’s relationship with NEC APAC so warrants, in which event, the Customer shall be entitled to make justification to NEC APAC but not entitled to claim for any damages thereto.
(d)
NEC APAC reserves the right to cancel or reject any Order without any liability to the Customer (i) if Customer states any terms or conditions in the Order which is not acceptable to NEC APAC, (ii) if there are any material errors in the Order or (iii) if any red flag is identified from the sanction screening of the Customer or further verification of the Customer’s credit conditions or records.
(e)
No confirmation, delivery order, invoice or other document (except a variation agreed by the parties) issued by or on behalf of the Customer or NEC APAC in relation to any Product and/or Services will vary or form part of the Contract between NEC APAC and the Customer.

7. Order Cancellation/Termination
No cancellation of the Order(s) by the Customer is allowed unless with written consent of NEC APAC. In the event that NEC APAC shall consent to the cancellation, unless otherwise agreed by NEC APAC, the Customer shall immediately indemnify and pay NEC APAC all losses and damages incurred and/or suffered by NEC APAC arising from such cancellation / termination including but not limited to any fees, costs and expenses incurred and/or paid and/or due to any third party vendors or subcontractors, provided that the total amount payable by the Customer shall not exceed the Price/Fee.

8. Delivery

(a)
Deliverables will be delivered to the location specified in the Order and based on terms stated in the Quotation/Proposal.
(b)
The Customer should examine the Deliverables immediately after delivery. NEC APAC will not be liable for any mis-delivery, shortage, defect or damage unless NEC APAC receives notification in writing with details of such error or defects within seven (7) calendar days from the date of delivery of Deliverables.
(c)
In the event of any damage or loss in transit by NEC APAC, NEC APAC will repair or replace the Deliverables free of charge. The Customer shall promptly notify NEC APAC written notification of such damage or loss as mentioned in paragraph (b) above.
(d)
On returned goods for warranty repair or replacement, Customer shall pack the returned goods properly and in an appropriate manner to guarantee a safer transit. If damage occurs due to improper packaging, NEC APAC will give a written notification of such damage to the Customer. The damage due to inappropriate packaging shall be totally at the cost of the Customer.
(e)
Where the Deliverables are to be delivered in instalments, failure by NEC APAC to deliver any one or more of the instalments in accordance with the Contract or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.

9. Product Quality and Description

(a)
Deliverables shall conform as to quantity and description as stated in the Quotation/Proposal. If samples or patterns are provided, Deliverables shall be equal to the sample or patterns. If a standard of performance is specified, Deliverables shall be capable of such performance.
(b)
Except as stated in paragraph (a) above or expressly provided by NEC APAC in writing, NEC APAC disclaims all express or implied conditions, warranties or representations, including without limitation, any implied warranty or condition of merchantability, fitness for a particular purpose (even if it is known to NEC APAC), non-infringement, satisfactory quality, arising out of a course of performance, dealing or trade usage, to the fullest extent allowed by applicable law.
(c)
In the absence of fraud or manifest error, all NEC APAC’s records relating to the Deliverables are conclusive evidence of their accuracy and completeness.

10. Acceptance of Deliverables, Title and Risk

(a)
Unless otherwise agreed in writing, (a) title to Product shall transfer upon full payment of the Price/Fees; and (b) risk to Product shall transfer upon delivery to the Customer. For the avoidance of doubt, title to Software shall remain with NEC APAC or the third-party software proprietor and nothing in the Contract shall be construed to transfer the title to any Software to the Customer.
(b)
For products, solution/system and/or services, the Customer shall sign and return the delivery form or acceptance form, as the case may be, within seven (7) days from its receipt from NEC APAC. Upon the lapse of the said seven (7) days’ period without any justifiable ground or if the solutions/system goes into live environment/ into production, whichever is earlier, the Customer shall be deemed to have accepted the products, solution/system and/or services.

11. Warranty

(a)
Unless otherwise agreed by NEC APAC in writing, any defect in any Product sold to the Customer will be covered under the relevant manufacturer’s warranty only, and the Customer has no claim against NEC APAC for any defects.
(b)
If NEC APAC leases or rents any Product to the Customer, NEC APAC will continue to be the owner of such Product and the Customer must not allow anyone to modify or repair such Product without NEC APAC’s prior written consent.
(c)
NEC APAC shall not be responsible for any equipment not provided by, purchased, leased or rented from NEC APAC, including for any loss or damage caused by the use of such equipment.
(d)
For Products with warranty provided by NEC APAC, NEC APAC shall have no obligation to repair or replace any alleged defective or lost Products or parts thereof, if such defect or loss is caused by: (i) improper use, or improper or inadequate maintenance and care; (ii) modifications to or repairs of the Products performed by any party other than NEC APAC; (iii) combination of the Products with any other technology, equipment, hardware, software, or other materials; (iv) use of the Products in an environment not meeting the operating specifications for the Products; (v) failure by the Customer to properly transport, prepare, and store the Products; (vi) Force Majeure Event; or (vii) any normal wear and tear or normal environmental degradation.

12. Use of Software
NEC APAC may sell or otherwise provide Software to the Customer or the Customer may access Software via the Services. Unless otherwise agreed by NEC APAC:-

(a)
all copyright, trademarks and other intellectual property rights subsisting in the Software, and all documentation and manuals relating to the Software, will remain the property of NEC APAC or, if applicable, the third party supplier;
(b)
Customer shall not copy, reproduce, translate, adapt, vary or modify the Software or transmit or communicate it to any third party without NEC APAC’s written consent or, if applicable, a third party supplier’s written consent; and
(c)
Customer shall not remove, add to, change or otherwise tamper with any copyright notice, legend or logo appearing in or to the Software or the medium where it is stored.

13. Obligations of the Customer

(a)
Customer shall provide NEC APAC with such information and access to such facilities and personnel as NEC APAC may reasonably require in order to deliver the Products and/or perform the Services. Customer shall ensure that the Customer’s facilities will not pose any risk or hazard to the health and safety of NEC APAC’s personnel during the delivery of the Product and/or performance of the Services at the Customer’s facilities.
(b)
Customer shall also make such decisions and provide such instructions in a timely manner as NEC APAC may require to enable NEC APAC to deliver the Products and/or perform the Services.
(c)
Customer shall ensure that all of its files are adequately backed-up. NEC APAC shall not be responsible for the Customer's failure to do so, nor for the cost of recovery or reconstructing data stored on any hardware, device or server, lost during the course of performance of the Services.
(d)
Customer acknowledges that NEC APAC is dependent on the Customer on the matters stated above in order to deliver the Products, perform the Services and/or to meet any timeframe as agreed.

14. Intellectual Property

(a)
The Customer shall not acquire any right or title to trademarks, design, copyright, patents or other intellectual property rights in the Deliverables. These rights shall remain with NEC APAC or NEC APAC’s third party suppliers or product principals, as the case may be.
(b)
All Products and Software sold by NEC APAC to the Customer are subject to the terms and conditions of the relevant product principals and/or software proprietors. NEC APAC makes no warranties, whether express or implied, including but not limited to any implied warranties of title, non-infringement, merchantability or fitness for a particular purpose, and all such warranties are expressly excluded to the extent permitted by law.
(c)
The Customer shall not do or authorise or assist, permit or cause any of its employees, agents, contractors or any persons to do any act which would or might infringe, invalidate or be inconsistent with the intellectual property rights or user license agreement of NEC APAC or the relevant product principals or software proprietors. The Customer shall not in any way participate in or assist or permit unauthorised or infringing copies of any software, hardware or parts or items to be used on, with or in relation to the Deliverables.

15. Confidentiality

(a)
NEC APAC and the Customer may during the course of performing this Contract and in connection with the Deliverables exchange Confidential Information relating to the other Party (“Confidential Information”).
(b)
The receiving Party shall keep all Confidential Information confidential and not disclose it to any person (save as required by law) and use the Confidential Information only for the purpose for which it was provided and for no other purpose.

16. Data Protection

(a)
Each Party shall comply with the Personal Data Protection Act 2012 (“PDPA”) and all PDPA subsidiary legislation, including amendments thereto with regard to any and all personal data (as defined in the PDPA) that each Party receives during the course of performing this Contract.
(b)
Data Privacy Policy: The Customer agrees and authorises that any personal data provided to NEC APAC in connection with the Quotation/Proposal may be dealt with by NEC APAC in accordance with the terms specified in NEC APAC Privacy Policy available at https://sg.nec.com/en_SG/privacy/index.html.

17. Liability

(a)
NEC APAC shall have no liability to the Customer in connection with the Contract for any loss of profits, loss of revenue, loss of business, loss of contract, loss of goodwill, loss of data or failure to make anticipated savings or any indirect or consequential loss, whether this results from breach of contract, negligence or otherwise.
(b)
To the extent permitted by law, NEC APAC’s total liability to the Customer arising under or in connection with the Contract, whether arising in contract, tort (including negligence) or any other legal theory, shall be limited to the amounts actually received by NEC APAC under the Contract, whilst on maintenance and support services, shall be limited to the annual maintenance or support fee actually received by NEC APAC.
(c)
Whilst every effort has been made to ensure accuracy in the preparation of the recommendation made by NEC APAC, no responsibility can be accepted for errors and/or omissions, which are caused due to incorrect or inadequate information supplied to NEC APAC by the Customer.
(d)
In the absence of fraud or manifest error, all NEC APAC’s records relating to the Deliverables are conclusive evidence of their accuracy and completeness.

18. Force Majeure
NEC APAC will not be liable for any failure or delay in supply, delivery or installation where such failure or delay is wholly or partly due to any cause or circumstances whatsoever outside the reasonable control of NEC APAC including, but not limited to strikes, lock-outs, or other labour disputes, riots, civil disturbances, government restrictions or intervention, shortage of supplies or labour, pandemic, epidemics, wars, embargoes, acts of God or other catastrophes (each a “Force Majeure Event”). Obligations of NEC APAC will be suspended until the Force Majeure Event ceases to cause the failure or delay (as the case may be). The Customer will not be relieved of any obligation to make payment to NEC APAC regardless of any Party being affected by a Force Majeure Event.

19. Termination
If the Customer fails to comply with any provision under the Contract, fails to make payment when due, refuses, hinders or prevents NEC APAC from performing or delivering the Deliverables or any part thereto for whatsoever reason, being a natural person or persons commits any act of bankruptcy or being a company, passes any resolution for judicial composition or voluntary winding-up or is faced with winding-up proceedings by its creditors or if a receiver manager or judicial manager is appointed over any of its assets undertakings or businesses, or writ of distress or execution or other process is being levied or enforced upon or sued against any part of its assets undertakings or businesses, or shall be deemed by virtue of section 254 of the Companies Act (Cap 50) [or its replacements as the case may be] to be unable to pay its debts, NEC APAC may, in addition to exercising all or any of its rights against the Customer, terminate the Contract immediately, suspend any further deliveries and immediately enter premises occupied by the Customer to recover possession of any products not paid for in accordance with the Contract without being liable to the Customer or any person claiming through the Customer.
The Customer will indemnify NEC APAC for all losses, damages and costs resulting from termination, cancellation or termination of the Contract by the Customer, without prejudice to the right of NEC APAC to take legal action.
In case of delay or extension of the work included in the Contract, NEC APAC may charge additional costs if the causes of delay or extension are not attributed to NEC APAC.

20. Independent Contractor
NEC APAC and the Customer are each independent contractors and nothing contained in this Contract shall or shall be capable of creating or constituting between them any partnership or joint venture or any relationship of employment or agency. Neither Party shall have the right, power or authority to act or create any obligation, express or implied, on behalf of the other Party.

21. Severability
If any term or provision of the Contract shall be held to be invalid, illegal or unenforceable, the remainder of the Contract shall remain in force and effect and such invalid, illegal or unenforceable term or provision shall be deemed not to be part of the Contract.

22. Governing Law
The Contract shall be governed by and construed in accordance with the laws of Singapore. The Parties submit to the jurisdiction of the courts of Singapore and waive all objections on the ground of non-convenient forum.

23. Notice

(a)
Any notices that are required under the Contract shall be in writing and in the English language and may be given or sent by hand, by registered post, by courier or by email by one Party to the other party at their respective address or email address as provided by each Party.
(b)
Service of any legal proceedings concerning or arising out of the Contract shall be effected by causing the same to be delivered by registered post to the registered office address of the relevant Party.

24. Others

(a)
The Customer shall not use, supply or re-sell the Deliverables or any part thereof for use as or in connection with military goods or mass-destruction weapons or in violation of any applicable export control laws and regulations which include but not limited to the Singapore and U.S.A export control laws and regulations and in the event of such violation, the Customer shall keep NEC APAC fully indemnified.
(b)
NEC APAC shall be entitled at its sole discretion to sub-contract all or any part of its obligations under the Contract.
(c)
Any delivery timeline indicated in the Quotation/Proposal are merely estimates and cannot be guaranteed.
(d)
Unless expressly provided herein to the contrary, a person who is not a party to the Contract may not enforce any of its terms under the Contracts (Rights of Third Parties) Act (Cap 53B) or any equivalent legislation in an applicable jurisdiction.

Version date: 1 June 2024

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Terms of Sale

General Terms and Conditions of Sale