1. General

These General Terms and Conditions for SPENGI shall apply in as much as and so far as the parties have made no other written agreements in individual cases. The contract shall be effective only upon Solution Process Engineering’s written confirmation of order. Any modifications have to be implemented by annex to be lawfully signed by both parties.

2. Prices

All prices shall be deemed to be net, in freely available SGD, USD and Euros, without any deduction whatsoever.

Bank charges are always borne by the customer and partners

All taxes and duties which are imposed on Solution Process Engineering as a result of the performance of the engineering services under the contract shall be fully borne by Buyer. These taxes and duties shall not be included in the price for engineering services and products supply.

3. Terms of Payment

The total price for the engineering services performed shall be invoiced by Solution Process Engineering to Buyer in accordance with the payment conditions agreed upon in the contract.

Upon Solution Process Engineering’s request, Buyer shall make an 100% advance payment or provide a security in the amount of the estimated costs. Payment for the engineering services performed shall be made by Buyer net, without any deduction including the bank charges immediately after invoicing. If Buyer is overdue with an agreed payment, Solution Process Engineering shall be entitled to suspend the performance of the engineering services after prior written notification until Buyer fulfils its payment obligations. Buyer shall bear all costs resulting therefrom. With effect from the agreed due date, Buyer shall pay interest on the outstanding amount at a rate of 10 % over the 12-months-LIBOR for the contractual reference currency valid at the due date. If Buyer is overdue with a payment or the establishment of an agreed security for more than two weeks, the entire balance of payment shall be due immediately.

4. Changes

Supplementary services or change requests by Buyer regarding the scope of supply of products and engineering services will be invoiced separately based on the agreed hourly rate for engineering services. Shipping charges mentioned in our proposal including the import freight, import duty, packing, documentations and finally export freight cost.

5. Start of engineering services

The start of engineering services shall be subject to the execution of the agreed advance payment by Buyer.

6. Delivery and taking over of engineering services

Delivery shall be regarded as completed on the date of receipt of the engineering documentation and payment specified in the contract. The time schedule in accordance with this contract is preconditioned on the due fulfilment of all contractual obligations by Buyer. In case Buyer doesn’t fulfil its payment obligations or any other contractual obligations in time, the time schedule will be adjusted accordingly. Buyer shall notify to Solution Process Engineering any claims in regard to the engineering documentation within 30 days from the date of receipt of the engineering documentation, otherwise the delivery of the engineering documentation respectively the engineering services shall be regarded as fully accepted by Buyer. In case of non-conformity of the engineering documentation with the documents to be provided under this contract, Solution Process Engineering has the right to take remedial steps within a reasonable time-frame to be agreed upon between the parties. In no case shall Buyer be entitled to a price reduction in case of non-conformity.

7. Liquidated Damage

he Supplier or Contractor shall pay to the SPENGI 5% of the Purchase Order value of the delayed portion per week or part thereof as liquidated damages and not as a penalty for every week or part of a week of delay in delivery, in case of delay over the committed delivery timeline.

8. Risk of loss and insurance

The benefit and the risk of the engineering documentation shall pass to Buyer with its delivery.

9. Responsibilities of Buyer

Upon request Buyer shall timely provide Solution Process Engineering with all data and information required for the performance of the engineering services. After receipt of all data and information Solution Process Engineering shall check whether all necessary data and documentation were provided and inform Buyer in case additional documents need to be provided. Any costs incurred due to late delivery of data and information false or incomplete information or by subsequent changes of the information shall be borne by Buyer.

10. Force Majeure

Any delays in or failure of performance by Buyer or Solution Process Engineering, other than payment of money, shall not constitute default hereunder if and to the extent such delays or failures of performance are caused by occurrences which are unforeseen at the time the engineering services were commenced, are unable to prevent and are beyond the control of Buyer or Solution Process Engineering including but not limited to: acts of God or the public enemy; expropriation or confiscation of facilities; compliance with any order or request of any governmental authority; act of war or rebellion or sabotage or damage resulting therefrom; unavoidable fires, floods, explosions, or accidents; or riots or strikes or other concerted acts of workmen.

11. Representations and warranties

Solution Process Engineering warrants that it will perform the engineering services in a good and workmanlike fashion and in accordance with the standards of care and diligence normally practiced by recognized engineering firms in performing engineering services of a similar nature for similar projects at the time the engineering services are performed.

Solution Process Engineering makes no warranties relating to the staffing, performance or costs of operation or practical implementation, nor makes any other warranties expressed or implied. All implied warranties, including but not limited to warranties of merchantability and fitness for a particular purpose, are expressly disclaimed and waived, it being acknowledged and agreed that the only warranties afforded hereunder are those expressly set forth in the contract. Solution Process Engineering shall have no liability for errors or inaccuracies in the engineering documentation attributable to the use of and/or reliance upon data, design criteria, drawings, specifications, reports or other information furnished by Buyer and Solution Process Engineering does not warrant such process or the design associated therewith.

Solution Process Engineering total aggregate liability in connection with this contract shall in no event exceed 1% of the total price.

12. Title to engineering documentation/ Intellectual Property Right

The engineering documentation prepared by Solution Process Engineering which is supplied to Buyer in accordance with this contract shall become the property of Buyer.

Solution Process Engineering reserves all intellectual property rights on the engineering documentation and information provided to Buyer, in particular copyright, right of inventions and confidential know-how (“IP-Rights”). Buyer shall not disclose such Documents and information received by Solution Process Engineering to third parties without Solution Process Engineering’s prior written consent. Solution Process Engineering grants Buyer a non-exclusive license to use the IP-Rights for the purpose the engineering services were rendered only.

13. Consequential damages

As long as there are no specific mandatory laws to the contrary, in no case whatsoever shall Buyer be entitled to contractual or tort claims for damages resulting from, but not limited to, loss of production, loss of use, loss of orders, loss of profit and other direct or indirect or consequential damages.

13. Confidentiality

The parties shall treat all information and documentation exchanged under this contract except the engineering documentation as confidential and make it known or accessible to third parties only to the extent necessary for the performance of the contract. This obligation remains in force for 3 years from the date of signature of contract even when the present contract has been cancelled or withdrawn.