1.1 “Buyer” means the person who buys or agrees to buy the goods from the Seller described as “the Buyer” in the Seller’s Quotation.
1.2 “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 “Delivery Date” means the date specified in the Quotation by the Seller when the goods are to be delivered.
1.4 “Due Date” means the date specified by the Seller for payment of Price.
1.5 “Goods” means the goods which the Buyer agrees to buy from the Seller which is described in the Seller’s Quotation.
1.6 “Price” means the price for the Goods as reflected in the Seller’s Quotation.
1.7 “Seller” means Xali Pte Ltd of 66 Tannery Lane #01-02C Sindo Building Singapore 347805.

2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 By signing the Seller’s Quotation, the Buyer is deemed to have agreed to purchase the Goods at the Price pursuant to these Conditions. In absence thereof, acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.3 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

3.1 The price shall exclude carriage and insurance. The Price is inclusive of GST which shall be due at the rate ruling on the Delivery Date. The price is Seller’s ex works prices and where the Seller agrees to arrange for the Goods to be sent to the Buyer the Buyer shall be responsible for the costs of loading carriage insurance and unloading.
3.2 Payment of the Price shall made by the mode stated and within the time stipulated in the Seller’s Quotation. Time shall be of the essence.
3.3 Interest on overdue Price shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% per month and shall accrue from the day after Due Date up to date of payment.
3.4 If payment is by way of letters of credit, the Buyer shall within 14 days open an irrevocable letter of credit with a bank to be confirmed in favor of Development Bank Limited payable on sight against production of a commercial invoice for the Goods and a clean on board bill of lading or air waybill (as the case maybe) for the Goods. If the Buyer fail to open the letters of credit within the time stipulated, the Seller is at liberty (but not obliged) to treat the contract of sale as repudiated but without prejudice to the Seller’s rights against the Buyer for its wrongful repudiation of the contract of sale.
3.5 The Buyer may not withhold payment of any amount due to the Seller by reason of any right of set off or counterclaim which the Buyer may have or allege to have or for any reason whatsoever.
3.6 If the Buyer fails to make any payment on the Due Date then without prejudice to any of the Seller’s other rights the Seller may (1) suspend or cancel deliveries of any of the Goods due to the Buyer; and/ or (2) appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.

4.1 The quantity and description of the Goods shall be as set out in the Seller’s Quotation. The Buyer acknowledges that the Goods sold are products of nature, which is subject to deviation in colour, texture and composition.
4.2 The Goods shall be marked in accordance with the Buyer’s instructions (if any) and properly packed and secured for delivery to the Buyer in an undamaged condition, in such manner as the Seller deem fit.

The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller. Except where the Buyer is dealing as a consumer, all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.

6.1 Delivery of the Goods shall be made to the address stated in the Quotation on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The Buyer shall promptly obtained all necessary import licenses, clearance and other consents necessary for the purchase and delivery of the Goods. The Seller shall promptly upon request supply all documents reasonably required by the Buyer for this purpose.
6.3 The Seller may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in this contract of sale.

The Buyer shall be deemed to have a reasonable opportunity of inspecting the Goods after seven (7) days from the delivery of the Goods. Upon the Buyer having deemed to have the opportunity to inspect the Goods, the Buyer will also be deemed to have notice of any defects rendering the Goods not in accordance with the contract and to have accepted the Goods so delivered.

8.1 Risk shall pass to the Buyer on delivery of the Goods.
8.2 Inspite of the delivery having been made, property in the Goods shall not pass from the Seller until the Buyer has paid the Price and no other sums whatsoever shall be due from the Buyer to the Seller.
8.3 Until property in the Goods passes to the Buyer in accordance with clause 8.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.
8.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.
8.5 The Seller shall be entitled to recover the Price notwithstanding that property in any of the Goods has not passed from the Seller.
8.6 Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 8.4 shall cease.
8.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

9.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such goods or the failure by the Seller to supply Goods which conform to the contract of sale.
9.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
9.3 The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods. The Seller shall be under no liability whatsoever to the Buyer for any indirect loss and expense (including loss of profits) suffered by the Buyer as a result of a breach by the Seller of the contract of sale.
9.4 Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of the parties.
9.5 The Seller may cancel the contract for sale at any time before the Delivery Date by giving a written notice to the Buyer. On giving such notice, the Seller shall promptly repay to the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.
9.6 This contract is subject to the law of Singapore and both the Buyer and the Seller submits irrevocably to the jurisdiction of the courts of Singapore. The Buyer and Seller irrevocably agree that proceedings issued out of the said court may without prejudice to the rules of service of such courts be served on them by delivering such proceedings in an envelope addressed to the party to be served at the address for such party set out in the contract of sale.