TetraFlow Pte Ltd – Terms & Conditions of Sale
1. DEFINITIONS AND INTERPRETATION
1.1 The following definitions shall apply to these Conditions:
1.1.1 Buyer: the person or firm purchasing Goods from the Seller.
1.1.2 Buyer’s Specification: any specification for the Goods, including any related plans and drawings supplied by the Buyer that is agreed in writing by the Buyer and the Seller.
1.1.3 Conditions: the terms and conditions set out in this document as amended from time to time as set out in clause 12.1.
1.1.4 Contract: the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
1.1.5 Delivery: delivery of the Goods at the Buyer’s nominated premises or the collection of the Goods from the Seller’s premises whichever is applicable as specified in the Order.
1.1.6 FOB: free on board, as defined in the Incoterms.
1.1.7 Force Majeure Event: means an event beyond the reasonable control of the relevant party including: strikes; lockouts; trade disputes; shortage of raw materials; and Government action, which prevent the manufacture, Delivery or acceptance of the Goods.
1.1.8 Goods: the products to be supplied pursuant to the Order.
1.1.9 Incoterms: the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when a Contract is made.
1.1.10 Order: the Buyer’s order for the Goods as set out in the Buyer’s order form.
1.1.11 Other Goods: any products sold by the Seller to the Buyer which have not been sold to a third party or disposed of by the Buyer.
1.1.12 Purchase Price: the price of the Goods in accordance with clause 3.
1.1.13 Seller: TetraFlow Pte Ltd (Registered in Singapore).
1.1.14 Standard Price: the price detailed on the Seller’s website as at the date of the Order.
1.1.15 Buyer’s Brand Responsibility: where Goods are manufactured or supplied under the Buyer’s brand or trademarks, the Buyer shall be solely responsible for quality inspection, approval, and onward market release of such Goods.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a statute or statutory provision is a reference to such statute or provision together with any subordinate legislation as either may be amended or re-enacted from time to time.
1.4 A reference to writing or written includes faxes and emails.
1.5 These Conditions shall be considered as drafted with the joint participation of the parties and no provision shall be construed adversely to a party on the ground that such party prepared them.
2. DELIVERY
2.1 Where a period for Delivery has been indicated by the Seller, the Buyer can normally expect to take delivery within that period. However, this is an estimate only and the Seller shall not be liable for any delay or for any consequences of delay. Time shall not be of the essence for Delivery.
2.2 The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
2.3 The Seller may deliver the Order in parts and each Delivery shall constitute a separate Contract.
2.4 If a Force Majeure Event occurs, Delivery may be suspended and the time for Delivery extended. If such suspension continues for longer than 90 days, either party may cancel the Order.
2.5 Neither party shall be liable for loss caused to the other by such suspension or termination save as provided in clause 2.4.
2.6 Inspection Obligation: The Buyer shall inspect the Goods upon delivery and prior to resale. If the Buyer fails to notify the Seller in writing of any defect within ten (10) days of delivery, the Goods shall be deemed accepted and free from defects.
3. PRICE
3.1 The Purchase Price shall be:
3.1.1 the Seller’s quoted price; or
3.1.2 where no price has been quoted (or a quoted price is no longer valid), the Standard Price.
3.2 The Seller may adjust the Purchase Price before Delivery to reflect increases in costs.
3.3 The Purchase Price is inclusive of Delivery but exclusive of applicable taxes.
3.4 Queries on price must be raised within 5 days of order confirmation.
4. CLAIMS IN RESPECT OF DELIVERY SHORTAGES AND DISCREPANCIES
4.1 Unless claims for short weight are made in writing as required, the Seller shall not be liable. If the Seller delivers up to and including 10% more or less than the quantity of the Goods ordered, the Buyer may not reject them.
5. SPECIFICATIONS
5.1 The Buyer shall indemnify the Seller against all losses, damages, and costs arising from the Buyer’s Specification.
5.2 Tooling / Moulds: Where tools, moulds, or equipment are provided by the Buyer, the Buyer shall be solely responsible for their maintenance, repair, and replacement. The Seller shall have no liability for defects, failures, or quality issues resulting from the wear, deterioration, or inadequacy of such tooling or moulds.
6. WARRANTIES AND LIABILITY
6.1 The Goods are supplied strictly “as is” and “with all faults.” The Seller gives no warranties of any kind, whether express or implied.
6.2 The Buyer assumes full responsibility for the selection, testing, use, storage, onward supply, and resale of the Goods.
6.3 The Seller shall not be liable for any indirect, incidental, special, exemplary, or consequential loss or damage, including lost profit, revenue, or reputation.
6.4 The Seller’s total liability shall not exceed the Purchase Price paid for the Goods.
6.5 The Buyer acknowledges that these exclusions are reasonable and assumes responsibility for insuring itself against risks.
6.6 Nothing in these Conditions excludes liability for death, personal injury, or fraud to the extent prohibited by law.
6.7 Warnings and Buyer Assumption of Risk: If the Seller has notified the Buyer in writing of any limitations, risks, or defects in tooling, moulds, or specifications provided by the Buyer, and the Buyer nevertheless instructs the Seller to proceed, the Buyer assumes full responsibility for any resulting issues.
6.8 Exclusion of Recall and Market Release Liability: Where Goods are manufactured or supplied under the Buyer’s brand or trademarks, the Buyer shall be solely responsible for verifying quality, conducting inspections, and approving the Goods prior to resale. The Seller shall have no liability for any claims, losses, or costs (including recalls, market withdrawals, reputational harm, or third-party claims) arising from the Buyer’s onward sale, branding, or release of the Goods.
6.9 Liability Cap: The Seller’s total aggregate liability under or in connection with any Contract shall not exceed the lesser of: (i) the Purchase Price actually paid for the Goods giving rise to the claim, or (ii) SGD 10,000.
7. BASIS OF THE SALE AND ORDERS
7.1 Orders are accepted by the Seller only upon and subject to these Conditions.
7.2 No representations or advice shall bind the Seller unless confirmed in writing.
7.3 No Order submitted by the Buyer shall be deemed accepted until confirmed in writing by the Seller.
7.4 The Seller may correct typographical or clerical errors without liability.
8. DETERMINATION OF CONTRACT
8.1 If the Buyer breaches the Contract or enters insolvency or winding up, the Seller may terminate and all sums shall become due immediately.
9. RISK AND TITLE
9.1 Risk passes on Delivery.
9.2 Title passes only upon full payment.
9.3 Until title passes, the Buyer shall store Goods separately, keep them insured, and identify them as Seller’s property.
9.4 If the Buyer resells before payment, it does so as principal and holds proceeds on trust for the Seller.
9.5 If the Buyer becomes insolvent before payment, the Seller may repossess Goods.
10. TERMS OF PAYMENT
10.1 The Seller may invoice upon or after Delivery.
10.2 Payment is due in full by the end of the month following the month of invoicing.
10.3 Late payments accrue interest at 4% above the Bank of England base rate.
10.4 The Seller may suspend further deliveries if payment is overdue.
11. ALTERNATIVE DISPUTE RESOLUTION
11.1 The parties shall consider ADR before litigation.
11.2 Arbitration: Any dispute unresolved by ADR shall be finally settled by arbitration in Singapore under SIAC Rules in English.
12. GENERAL
12.1 The Seller may vary these Conditions at its sole discretion.
12.2 Buyer’s terms shall not apply unless expressly accepted in writing.
12.3 Data protection provisions apply as per the Seller’s privacy notice.
12.4 If any provision is invalid, it shall be modified to remain enforceable.
12.5 Waiver of rights must be in writing.
12.6 Contracts are governed by Singapore law and subject to the exclusive jurisdiction of Singapore courts, subject always to arbitration under clause 11.2.
12.7 Priority of Seller’s Terms: These Conditions apply to the exclusion of all other terms, including any contained in the Buyer’s purchase orders or other documents, unless expressly accepted in writing by a director of the Seller. Placement of an order or acceptance of delivery constitutes acceptance of these Conditions.
12.8 Headings are for convenience only and do not affect interpretation.
TetraFlow Plastics Ltd (UK) – Terms & Conditions of Sale
1. DEFINITIONS AND INTERPRETATION
1.1 The following definitions apply in these Conditions:
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Buyer: the person, firm, or company purchasing Goods from the Seller.
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Conditions: these terms and conditions as amended from time to time.
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Contract: the contract for the sale of Goods between the Seller and the Buyer incorporating these Conditions.
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Delivery: delivery of the Goods at the Buyer’s nominated premises or collection of the Goods from the Seller’s premises, as specified in the Order.
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Force Majeure Event: an event beyond the reasonable control of the relevant party including, without limitation, strikes, lockouts, trade disputes, shortage of raw materials, fire, flood, Government action, or similar events.
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Goods: the products supplied by the Seller to the Buyer under the Contract.
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Order: the Buyer’s order for the Goods.
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Purchase Price: the price payable for the Goods under the Contract.
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Seller: TetraFlow Plastics Ltd (Registered in England & Wales).
1.2 A reference to writing includes email.
1.3 Headings are for convenience only and do not affect interpretation.
2. BASIS OF CONTRACT
2.1 All sales of Goods by the Seller are made subject to these Conditions.
2.2 No terms of the Buyer, whether set out in a purchase order or otherwise, shall apply unless expressly agreed in writing by a director of the Seller.
2.3 A quotation given by the Seller shall not constitute an offer. An Order shall only be binding when accepted in writing by the Seller.
3. DELIVERY
3.1 Delivery dates are approximate only and time shall not be of the essence.
3.2 The Seller may deliver in instalments. Each instalment shall be treated as a separate Contract.
3.3 Risk in the Goods passes to the Buyer on Delivery. Title to the Goods passes only upon full payment of the Purchase Price.
4. PRICE AND PAYMENT
4.1 The Purchase Price shall be as quoted or, where no quotation exists, as set out in the Seller’s price list at the time of the Order.
4.2 Prices are exclusive of VAT which shall be payable by the Buyer in addition.
4.3 Unless otherwise agreed, invoices are payable in full within 30 days of the invoice date. Time for payment shall be of the essence.
4.4 Interest on overdue invoices shall accrue daily at 4% above the Bank of England base rate until payment is received in full.
5. INSPECTION AND CLAIMS
5.1 The Buyer shall inspect the Goods immediately on Delivery.
5.2 Any claims for shortages, damages, or incorrect Goods must be notified to the Seller in writing within 7 days of Delivery. Failing such notice, the Goods shall be deemed to be accepted in full conformity with the Contract.
5.3 The Seller’s liability in respect of valid claims under this clause shall be limited to replacement of the Goods or refund of the Purchase Price, at the Seller’s discretion.
6. WARRANTIES AND LIABILITY
6.1 Except as expressly provided in these Conditions, all warranties, conditions, and terms implied by statute or common law are excluded to the fullest extent permitted by law.
6.2 The Seller’s total liability under or in connection with the Contract shall not exceed the Purchase Price of the Goods giving rise to the claim.
6.3 Nothing in these Conditions limits liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
7. TERMINATION
7.1 The Seller may terminate the Contract immediately if the Buyer becomes insolvent, enters into liquidation, or fails to pay invoices when due.
7.2 Upon termination, all sums owed by the Buyer shall become immediately payable.
8. FORCE MAJEURE
8.1 Neither party shall be liable for failure or delay in performing obligations caused by a Force Majeure Event.
8.2 If such delay continues for more than 60 days, either party may terminate the Contract on written notice.
9. GENERAL
9.1 Any waiver of rights must be in writing.
9.2 If any provision is found invalid, the remainder shall continue in full force and effect.
9.3 These Conditions constitute the entire agreement between the parties.
9.4 The Contract shall be governed by and construed in accordance with the laws of England and Wales.
9.5 The courts of England and Wales shall have exclusive jurisdiction to settle any disputes arising under or in connection with the Contract.
UK: 020 33 696 786
