Terms and Conditions

Terms and conditions for Deliveries and Services of HANNA Instruments (Singapore) Pte Ltd

1. PAYMENT

1.1.Price of products or services sold by Hanna Instruments (Singapore) Pte. Ltd (HANNASG). is as stated on HANNASG invoice.

1.2.All other and/or additional expenses/costs/fees/taxes and levies payable in respect of the import/export and sale of the products including but not limited to the requisite documentation shall be borne by the purchasers of such products (“Purchaser”).

1.3. Unless specified otherwise on Hanna Singapore invoice, time for payment is of the essence and payment is due as follows:

(a) For all products or service sold by HANNASG – 100% within 30 days of date of shipping invoice/Bill of Lading/purchase order, whichever is applicable.

1.4.However, HANNASG may at its absolute discretion require full payment by cash upon delivery.

1.5. In any event, interest at 2% per month is payable on all outstanding sums payable by the Purchaser to HANNASG from date of payment to date of full payment.

2. RISK AND PROPERTY

2.1. All products sold/delivered and/or installed by HANNASG shall remain HANNASG’s property until full payment of the price including but not limited to such sums and/or interest on any outstanding sums payable by the Purchaser to HANNASG, is received by HANNASG.

2.2. Until payment in full of the price of the products, the Purchaser shall not sell, transfer lease, charge, assign by the way of security, part with possession or otherwise deal in or encumber the products and any proceeds of such wrongful sale, transfer, lease, charge or assignment thereof shall be held by the Purchaser as trustee for HANNASG.

2.3. Notwithstanding Clause 2.1 herein, all risk of damage of loss of any product shall pass from HANNASG to the Purchaser upon delivery by HANNASG of the product into the charge/care of such carrier selected by the Purchaser and/or its servants or agents.

3. DELIVERY

3.1. Subject to Clause 7 herein and notwithstanding any applicable law or legislation pertaining to the time of delivery of goods, all delivery dates are estimates only unless otherwise agreed by both parties in writing. 

3.2. Notwithstanding Clause 3.1 herein, parties may be mutual written agreement vary the delivery dates. 

3.3. Notwithstanding any applicable law or legislation pertaining to partial delivery or delivery by instalments,parties hereby expressly agree that partial delivery shall be permissible and be accepted unless specified otherwise in writing.

3.4 Delivery charges will be waived if goods purchased exceed S$300.00, otherwise, a S$30.00 dollar delivery charge (exclude Jurong Island and Sentosa Island) will impose on top of your purchase value. 

4. ACCEPTANCE OF PRODUCTS 

4.1. For products installed by HANNASG, acceptance occurs the earliest of either of the following:

(a) the date of successful execution of HANNASG’s standard verification procedures applicable to the products (“Acceptance Test”) as acknowledge by the Purchaser signing an acceptance certificate; or

(b) If the Purchaser has not signed an acceptance certificate and fails to inform HANNASG in writing within seven (7) days of the completion of the Acceptance Tests of any material non-compliance with the Acceptance Tests, the eight (8) day; or

(c) If the Customer has not signed the acceptance certificate, the date the products and/or a substantial part of it is put into operational use.

4.2. If the delivery and/or installation of any product is delayed due to the Purchaser’s or its servants’ or agents’ actions or omissions, the products deemed delivered, installed and accepted on the date which the product would have been delivered to the Purchaser or its servants or agents but for the    Purchaser’s or its servants’ or agents’ actions or omission. In the event, notwithstanding clause 1  and 3 herein, the due date of payment shall be the date on which the product would have been delivered to the Purchaser or its servants or agents.

4.3. For products not installed by HANNASG, acceptance is deemed occur on the 5th day after the products are delivered to Purchaser or its servants or agents.

5. LIMITED WARRANTY

5.1. HANNASG warrants for a period of 0.5 to 2 year that all products sold are free from defects in material and workmanship will meet the product description and manual specifications.  Please refer to below:

- Bench Meters: 2 years warranty

- Electrodes/Probes: 6 months warranty

- Pen Testers: 1 year warranty

- Checker HC Series: 6 months warranty

- Portable Meters: 2 years warranty

- Dosing Pumps: 1 year warranty

- Controllers: 2 years warranty

- Data Loggers: 1 year warranty

 5.2. For products installed by HANNASG, the warranty period begins on the date of acceptance of the products as set out in clause 5.1 herein. 

5.3. For products not installed by HANNASG the 1-year period begins on the date of acceptance of products as set out in clause 5.3 herein and the Purchaser shall ship at its own costs and expense the products to the facility/place specified by HANNASG for service pursuant to the warranty herein.

5.4. In any event, HANNASG will, at its option and absolute discretion, either repair or replace the products which are defective with.

5.5. This warranty shall be deemed to have expired if the product is brought out of the Related Regions without HANNASG’s prior written approval and in any circumstances, shall not apply to defects/damage to the products resulting from all or any of the following:

(a) improper or inadequate maintenance by the Customer,

(b) use of the product with non HANNASG-supplied software, interfaces, products or parts.

(c) any unauthorized modifications or misuse, or

(d) improper and/or unsuitable site or environment.

(e) the negligence or incompetence of the Purchaser, its servants or agents in the use, handling, carriage, storage and stowage of the products after the same was delivered by HANNASG. 

5.6. This warranty covers only those products which are sold by HANNASG, located at the original installation site.

5.7.  THIS WARRANTY IS EXCLUSIVE AND NO OTHER WARRANTY IS EXPRESSED OR IMPLIED. HANNASG DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A  PARTICULAR PURPOSE.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. The Purchaser shall inform HANNASG in writing immediately of any claim demand or of any complaint of infringement of trade name, copyright, trademark, patent or  any other industrial or intellectual property rights (hereinafter collectively referred to as “Intellectual Property Rights”) belonging to third parties in regard to the product or any component or part of thereof including any accompanying manuals or documents.

 6.2. In any of the cases mentioned in clause 6.1 herein, HANNASG shall have full control to defend and or settle any claim or suits against the Purchaser and indemnify the purchaser against any final award of damages and costs so far as the same is based on a claim that an HANNASG product or manual or documents infringes the Intellectual Property Rights of any third party on the condition that the Purchaser notifies HANNASG in writing immediately, permits HANNASG full control to conduct, defend, settle including any appeals in the claim and/or suit, and cooperates fully with HANNASG, its servants, agents and solicitors in the conduct of such claim and/or suit.

6.3. If the use of an HANNASG product is enjoined for infringement or where the product is held to constitute an infringement of Intellectual Property Rights,  HANNASG will, at its option and absolute discretion, either arrange for the continued use by the Purchaser by providing a non-infringing substitute or accept the return of the product together with all accompanying manuals and documents etc. and refund its price less depreciation, in which event, both HANNASG and the Purchaser are released and discharged from their respective obligations herein and neither party shall have any claims whatsoever against the other for breach of contract or damage or loss. 

6.4. HANNASG will not be liable for any infringement resulting from (a) compliance with the Purchaser’s designs, specifications of instructions; (b) modification of the products; (c) use of the products; (d) use of the products other than as specified in HANNASG publications or manuals; (e) use of the products with interfaces and/or parts not supplied by HANNASG. This section states the entire liability of HANNASG for alleged infringement of intellectual property rights for any kind. 

7. CANCELLATION/RESCHEDULING/CHANGE CHARGES 

7.1. A Purchaser cannot cancel, reschedule or change any order within 90 days prior to the scheduled delivery date without the prior approval of HANNASG. 

7.2. If Purchaser does so attempt to cancel, reschedule or change an order and such cancellation, rescheduling or change of order is accepted by HANNASG, then  subject to any conditions which may be imposed by HANNASG at its absolute discretion including any change in delivery dates, the Purchase shall pay HANNASG a cancellation charge according to the table below:

                              Notice Date                                                                      Cancellation Charge

            (Before scheduled delivery date)                                                      (Based on agreed price)

                               Over 91 day                                                                                   0%

                   between 61 – 90 days                                                                               50%

                   between 31 – 60 days                                                                                80%

8. PERFORMANCE 

8.1. HANNASG performance will be varied or suspended to the extent performance is beyond its reasonable control including but not limited to the following: 

Labour disputes, acts of nature, act of God, delays of suppliers, manufacturers, subcontractors or carriers, governmental action, change in applicable laws or policies or the non-performance by the Purchaser of any obligations pursuant to the terms herein including non-payment or failure to execute acceptance certificates or financing document or arrange for payment on terms acceptance to HANNASG in which event HANNASG may at its absolute discretion treat itself as released and discharged from its obligations to sell, deliver and/or install the product and refund to the Purchaser all sums paid and neither party shall have any claims whatsoever against the other for breach of contract, damages or loss but without prejudice to HANNASG’s right against the Purchaser of any antecedent breach of the Purchaser’s obligation herein. 

9. LIMITATION OF LIABILITY

9.1. HANNASG shall not be liable for any special, incidental consequential damages; or for loss, damage or expense directly or indirectly arising from Purchaser’s or its servants’ or agents’ use of or inability to use the products either independently or in combination with other equipment, parts, interfaces or softwares whether supplied by HANNASG or not, or for any commercial and/or pecuniary loss of any kind (including but not limited to loss of business and/or profits), based on any breach of warranty, breach of  condition, breach of contract or negligence, strict tort or any other legal theory whether or not HANNASG has been advised by the Purchaser of the possibility of such damage or loss. 

10. CONFIDENTIALITY

10.1. The Purchaser undertakes to keep confidential all information, technical specifications and knowledge (whether written or oral) in respect of the products obtained as a result of negotiation and/or delivery of the same into the Purchaser’s possession. 

11. PRECEDENCE OF THIS AGREEMENT

11.1. This Agreement contain the entire agreement between the parties and takes precedence and supersedes all other terms and conditions including but not limited to the Purchaser’s additional or different terms and conditions, to which notice of objection is hereby given, any previous communications, representations, or agreement by either party whether verbal or written. 

11.2. Acceptance by HANNASG of the Purchaser’s purchase order and/or the acceptance or use the Purchaser of the product (whether as an evaluation/test system or not) is subjected to this Agreement and HANNASG’s commencement of performance or delivery shall be deemed or construed as  acceptance of the Purchaser’s additional or different terms and conditions.

12. MISCELLANEOUS

12.1. If any payment due from the Purchaser to HANNASG remains unpaid for 14 days after the due date of payment, the same become due (whether a formal demand has been made or not) or if the Purchaser has made any assignment for the benefit of its creditors or enter into any arrangement with its creditors by way of composition or otherwise or suffer any distress or attachment or  execution to be levied against its goods or the products or if the Purchaser (being an individual) has committed an act of             bankruptcy or has a petition for winding-up filed against it or shall go into judicial management or liquidation whether voluntarily (save for the purchase of amalgamation or reconstruction) or compulsorily, then and in any of the said cases herein it shall be lawful for HANNASG to cancel and/or withdrawn from performing any of its obligations herein but without prejudice to HANNASG’s rights against the Purchaser for any antecedent breach of the Purchaser’s obligations herein. 

12.2. Any notice and/or document required to be served on either party shall be in writing and be served personally or by sending the same by prepaid first-class registered post addressed to that party at the address contained in HANNASG’s invoice or at such address as that party shall from time to time by notice in writing to the other nominate and if served by post shall be deemed served on that party on the 5th day after the notice and/or documents, being property addressed and stamped, was deposited with the Post Office.

12.3. Neither party was assign on transfer any of the rights, duties or obligations herein without prior written consent of the other, and any attempt to do shall be null and void and be deemed a breach of the agreement herein.

12.4. The failure by any party to exercise any of its rights herein shall not constitute or be deemed a waiver of such rights.

12.5. The purchaser hereby irrevocably agree to pay all HANNASG’s costs and expense, including all Solicitors and Clients’ costs and disbursements on a full indemnity basis incurred in enforcing this Agreement.

12.6. This Agreement is governed by the laws of Singapore and both parties hereby irrevocably submits to the exclusive jurisdiction of the Singapore courts for the determination of any dispute arising between the parties touching on any clause, matter or thing whatsoever contained in this Agreement or the operation or construction of this Agreement or any matter or thing in any way connected with this Agreement or the rights, duties or liabilities of either party under or in connection.

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