Any contract of sale, service agreement or quotation made or accepted by or on behalf of Bio-Engrg Corporation Pte. Ltd. (“Bio-Engrg”) in respect of the sale of equipment and/or goods and/or the provision of services by Bio-Engrg will be subject to these terms and conditions. Bio-Engrg reserves the right to amend these terms and conditions from time to time without prior notice. Bio-Engrg shall use its reasonable efforts to notify the customer of any revision to the terms and conditions hereunder.

Any quotation made by Bio-Engrg will not constitute an offer, but merely an invitation to treat upon these terms and conditions, subject to which Bio-Engrg will be prepared to consider an offer from the customer. Such an offer will take the form of an order pursuant to the quotation.

An order is deemed confirmed and accepted by Bio-Engrg upon the issuance of an acknowledgement letter duly signed by a Bio-Engrg’s sales executive. The customer should contact Bio-Engrg immediately if such acknowledgement letter is not received within one (1) week after the issuance of the order.

A copy of these terms and conditions shall be provided to the customer together with the quotation. The customer will be deemed to have agreed to these terms and conditions (including any revisions arising therefrom) upon it placing an order pursuant to a quotation.

Unless otherwise expressly stated at the time of the quotation, any quotation made by Bio-Engrg are valid for a period of one (1) month from the date of the quotation. Bio-Engrg reserves the right at any time to revise its prices to account for any fluctuations in prices beyond Bio-Engrg’s control or as Bio-Engrg may otherwise deem necessary.

All delivery schedules for the supply of equipment and/or goods by Bio-Engrg to the customer are approximate only and based on the prevailing supply and availability of such equipment and/or goods at the time of acceptance of the order. Bio-Engrg will take reasonable steps to ensure that all indicative delivery schedules are adhered to provided always that Bio-Engrg shall not be held liable for any liability, loss or damage suffered or incurred by the customer as a result of any delay or Bio-Engrg’s inability to deliver arising from circumstances which are beyond Bio-Engrg’s reasonable control (which shall include, but not be limited to, shortages or interruption of supply or due to Bio-Engrg’s voluntary or mandatory compliance with any prevailing laws and regulations).

For equipment and goods quoted on an “ex-stock” basis, the acceptance of such order is subject to the continued availability of such equipment or goods at the time of the order.

The customer shall inspect the delivered equipment and/or goods for accuracy and completeness immediately upon delivery and shall within three (3) working days from the date of delivery notify Bio-Engrg in writing if any of the equipment and/or goods do not conform to the order. If the customer does not notify Bio-Engrg as provided under this clause 8, the customer shall be deemed to have accepted delivery of such equipment and/or goods and will be bound to pay the invoice amount for such equipment and/or goods in accordance with clause 21.

In the event the customer determines (acting reasonably) any delivered equipment and/or goods does not comply with the order made, the customer shall remain bound by the original order made. In any such event and upon notice made by the customer in accordance with clause 8, Bio-Engrg may, in its sole discretion replace such non-compliant equipment and/or goods as soon as reasonably practicable. For the avoidance of doubt, the customer shall be solely responsible to ensure that any equipment and/or goods ordered from Bio-Engrg are suitable for its intended use and purpose and Bio-Engrg shall not be liable for any mistaken or erroneous orders made by the customer.

1. Any failure by the customer to make payment in accordance with these terms and conditions shall grant Bio-Engrg the right to suspend the delivery of the equipment and/or goods ordered or services rendered until full payment is received by Bio-Engrg. In the event the payment failure continues for more than fifteen (15) days after the relevant payment becomes due, Bio-Engrg may at any time thereafter cancel the order by written notice to the customer and thereupon Bio-Engrg shall be entitled to recover from the customer, the costs of all equipment and/or goods delivered, the costs of all work done (including the materials provided) and any and all costs, expenses, liability, loss or damage suffered or incurred by Bio-Engrg arising from the customer’s failure to make payment. Any such payment failure by the customer shall be a bar to any claim by the customer against Bio-Engrg for any delay in the delivery of the equipment and/or goods ordered or the completion of the services by Bio-Engrg due to the suspension arising out of the customer’s failure to pay. For the avoidance of doubt, any waiver by Bio-Engrg of any default by the customer hereunder shall not operate as a waiver of any other or subsequent default.

2. The customer may cancel its order for a standard product only if, prior to the shipment date requested in the customer’s order, the customer: (i) provides Bio-Engrg with written notice of the order cancellation; and (ii) agrees to pay Bio-Engrg the cancellation fee for each cancelled product. Notwithstanding the foregoing, any orders for custom products or limited shelf-life products are not entitled to any cancellations whatsoever.

Save as Bio-Engrg may otherwise agree in writing, no returns for equipment and goods in exchange for credit is allowed. Where Bio-Engrg agrees in writing to any such return for credit, only unused equipment and goods which are not obsolete and in current demand (as determined by Bio-Engrg) will be considered by Bio-Engrg. Any credit granted will be based upon the effective prices of the equipment and goods at the time of return or at the price that equipment or goods were bought from Bio-Engrg (whichever is the lower). Notwithstanding the foregoing, Bio-Engrg reserves the right to impose a minimum value requirement on any returned equipment or goods and to charge the customer for all shipping, handling, re-inspection and any additional cost and expense incurred by Bio-Engrg in restoring such returned equipment or goods to saleable condition, as Bio-Engrg may determine in its sole discretion. Any such costs and expense shall be deducted from the credit due to the customer.

1. Basic Warranty Period:

   Bio-Engrg warrants that all newly manufactured equipment supplied by Bio-Engrg will operate as specified. Unless otherwise stated, all equipment supplied by Bio-Engrg will be warranted against failure due to faulty materials and/or workmanship for a period of twelve (12) months from the date of installation of the equipment or from the date of delivery, whichever is the earlier to occur (“Basic Warranty Period”). The basic warranty provided in this clause 12(a) is subject to the exclusions and limitations set forth in clauses 12(b) and 14.

2. Exclusions and Limitations:

   Notwithstanding the foregoing, the customer acknowledges and agrees that the basic warranty under clause 12(a) does not cover or include any and all replaceable or consumable parts of the equipment, including, but not limited to, seals, filters and gaskets, which by their nature or design may be subject to degradation and wear and tear, may not function within or beyond the Basic Warranty Period. If such parts shall fail to function within the Basic Warranty Period, Bio-Engrg may in its sole discretion, repair or replace such parts at no charge to the customer. Any such repair or replacement (including those outside the Basic Warranty Period) shall otherwise be at the customer’s expense upon Bio-Engrg’s prevailing prices for the relevant parts and rates for service (as required). Save as otherwise expressly provided hereunder and to the fullest extent permitted by law, there are no warranties, express or implied, in respect of the equipment, goods and/or services supplied or provided by Bio-Engrg pursuant to these terms and conditions.

Any equipment returned to Bio-Engrg pursuant to a warranty claim shall be accepted on the condition that should Bio-Engrg, in its reasonable opinion, reject the warranty claim (including arising from the exclusions set forth in clause 14), all costs incurred by Bio-Engrg including, but not limited to, the cost of transport (including return delivery to the customer’s premises) and inspection will be paid by the customer. Bio-Engrg reserves the right to withhold delivery of any such returned equipment until it receives full payment from the customer of all such costs.

Notwithstanding any term hereunder, Bio-Engrg will not at any time be liable to the customer for any defects in the equipment which are the result of:

1. Improper use or mismanagement of the equipment by the customer;
2. Operation of the equipment other than in accordance with the operating manual or official user supplements and bulletins supplied by the equipment manufacturer;
3. Use of the equipment in a manner which is not reasonably contemplated by Bio-Engrg;
4. Use of the equipment with parts, consumables or reagents which have not been approved for use by Bio-Engrg;
5. Any modification of the equipment not authorized by Bio-Engrg;
6. The equipment being subject to unusual or undue physical, operational, environmental, or electrical stress; or
7. Reinstallation or moving of the equipment by a person other than Bio-Engrg or an approved third party.

Bio-Engrg will use reasonable efforts under the circumstances to provide services requested by the customer as soon as practicable. All services will be scheduled at a time mutually agreed upon by the customer and Bio-Engrg. Unless otherwise agreed, services rendered by Bio-Engrg will be provided during normal business hours (i.e. 9.00am to 6.00pm, Monday to Friday, excluding public holidays).

After installation and during the Basic Warranty Period, any repair or service performed by Bio-Engrg (upon the customer’s request) on the equipment which does not relate to a proven defect in material or workmanship, including, but not limited to, the realignment, readjustment or recalibration of the equipment, will be carried out at the customer’s expense. Bio-Engrg’s current rates for labor and materials shall apply for such services.

In the event of any failure of the equipment to perform as warranted hereunder, the customer shall promptly notify Bio-Engrg in writing within three (3) working days of the discovery of such failure. Upon receipt of such notice, Bio-Engrg shall use its reasonable efforts to investigate and diagnose the reported problem and if a warranty claim is valid, Bio-Engrg shall promptly repair or replace the non-conforming equipment at Bio-Engrg’s sole expense. Bio-Engrg reserves the right to charge the customer for any costs incurred in investigating and diagnosing any reported problem where the equipment is found to be operating in accordance with the customer’s order and/or instructions and these terms and conditions.

Bio-Engrg’s obligations under any warranty claim shall be limited solely to the repair or replacement of the non-conforming equipment or the reperformance of any deficient service and in no event shall Bio-Engrg be liable to the customer for any direct, indirect, special, punitive, incidental or consequential damages or losses (including, but not limited to, damages for loss of business, loss of profits, business interruption, or any other pecuniary loss) arising from or in connection with the supply of equipment, goods and/or services by Bio-Engrg.

Save as otherwise expressly provided in these terms and conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these terms and conditions.

Bio-Engrg shall not be liable to the customer for any loss, damage, costs, liability or expenses suffered or incurred by the customer as a result of or in connection with any delay or failure to perform any of Bio-Engrg’s obligations under these terms and conditions which is due to any cause beyond Bio-Engrg’s reasonable control (which shall include, but not be limited to, failure of a utility service, road traffic congestion, industrial disputes or disturbance, fire, flood, explosion, act of God, war, riot, sabotage, terrorist activity, civil disturbance, governmental action, epidemic or pandemic, or compliance with any law or governmental order, rule, regulation or direction), and Bio-Engrg’s time for the performance of such obligations shall be extended accordingly.

The customer agrees to indemnify and hold Bio-Engrg harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees) suffered or incurred by Bio-Engrg as a result of or in connection with:

1. Any breach by the customer of these terms and conditions;
2. The customer’s use or misuse of the equipment and/or goods supplied by Bio-Engrg; or
3. The customer’s violation of any law or the rights of any third party.

Notwithstanding anything to the contrary herein contained, Bio-Engrg’s total liability to the customer for any loss or damage arising out of or in connection with these terms and conditions, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, shall in no circumstances exceed the total sums paid by the customer to Bio-Engrg under these terms and conditions for the equipment and/or goods which are the subject matter of the claim.

No waiver by Bio-Engrg of any breach of these terms and conditions by the customer shall be considered as a waiver of any subsequent breach of the same or any other provision. No failure, delay or omission by Bio-Engrg in exercising any right, power or remedy provided by law or under these terms and conditions shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms and conditions.

These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Singapore. Each party irrevocably agrees that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions or their subject matter or formation (including non-contractual disputes or claims).