standard terms of sale
TERMS AND CONDITIONS:
These terms and conditions ("Terms") apply to all Products, Software and/or Services purchased by or on behalf of customer (the legal person who agrees to buy the Products, Software and/or Services from Auk Industries and is also identified in Auk Industries’ quotation or invoice) ("Customer") from Auk Industries Pte Ltd ("Auk Industries") for its internal use only. Customer acknowledges that it is aware of the contents of and agrees to be bound by these Terms. Neither Auk Industries’ acknowledgement of a purchase order nor its failure to object to conflicting, different, or additional terms and conditions in a purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof. The Terms shall not be deemed to have come into existence until the Customer's order has been accepted by Auk Industries either by way of the order confirmation and/or the invoice sent by Auk Industries, upon written request, to Customer which describes the Products, Software and/or Services purchased by Customer. The Products/Software sold and/or Services rendered are subject to the Terms to the exclusion of any other terms and conditions stipulated or referred to by Customer, unless expressly agreed and accepted by Auk Industries in writing.
I. "Confidential Information" means collectively information of the disclosing party that is not generally known to the public, such as software, product plans, pricing, marketing and sales information, customer lists, "know-how," or
trade secrets, which may be designated as confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential.
II. "Deliverables" means tangible and intangible materials including reports, studies, base cases, drawings, findings, manuals, procedures and recommendations prepared by Auk Industries or its suppliers, partners, sub-contractors, licensors in the course of providing the Services.
III. "Intellectual Property Rights" means any patent, copyright, database right, moral right, design right, registered design, trademark, service mark, domain name, metatag, utility model, unregistered design or, where relevant, any
application for any such right, or other industrial or intellectual property right subsisting anywhere in the world and any intellectual property rights in know-how, documentation, and techniques associated with the Deliverables or
IV. "Materials" means all content and other items included with or as part of the Products, Services, Software, or Deliverables, such as text, graphics, logos, button icons, images, audio clips, information, data, photographs, graphs, and software.
V "Products" means hardware and related products supplied by Auk Industries under the Quotation or Invoice.
VI. "Services" means the services provided by Auk Industries as described in the Quotation or Invoice.
VII. "Software" means any software, library, utility, tool, or other computer or program code, in object (binary) or source-code form, as well as related documentation, provided by Auk Industries to Customer. Software includes software made available by Auk Industries and accessed by Customer through the internet or other remote means (such as websites, portals, and "cloud-based" solutions).
1. Advance Payment. Advance payment/down payment is calculated based on the total sum of the project, as shown in this quotation and to be paid before the commencement of the project. The Lead Time for the 1st delivery (multiple deliveries may apply) of the product and/or services will commence upon receipt of the advance payment.
2. Progress Billing. The remainder payment is to be invoiced/billed and paid in stages based on the stipulated payment terms (e.g. COD, NET30, etc) after each delivery and/or deployment session. In the case where clients opt for self-installation option, the remainder payment is to be paid upon the delivery of parts/hardware.
3. Payment. Payment is due upon receipt of the invoice. Past due invoices will incur a fluctuating interest rate. In no event will any late payment fees exceed the highest lawful rate.
4. Refund Policy. Any payment made is not refundable under any circumstances.
5. Validity of quotation. The total cost is calculated on the basis of a joint quotation in which volume discount is given when we are requested to deliver more than one product or service. In the case where the customer request for a part of the above product or services, this quotation is no longer valid.
6. Warranty. The Product - Auk Industrial IoT Edge Node and Auk Industrial IoT Gateway have a warranty period of 12 months, which will start from the date of delivery. Auk Industries shall not be liable under the warranties given in this clause in respect of:
6.1 Any defect arising from fair and normal wear and tear, willful damage, damage, fault, failure or malfunction due to external causes, including accident, abuse, misuse, problems with electrical power, negligence, abnormal working conditions, failure to follow Auk Industries’ instructions (whether oral or in writing), misuse or alteration, modification, adjustment or repair of the Products and/or Software without Auk Industries' approval, servicing not authorized by Auk Industries, usage and/or storage and/or installation not in accordance with Product/Software instructions, failure to perform required preventive maintenance, act of God, fire, flood, war, act of violence or any similar occurrence; products with missing or altered service tags or serial numbers; any attempt by any person other than Auk Industries personnel or any person authorized by Auk Industries, to adjust, repair or support the Products/Software and problems caused by the use of parts and components not supplied by Auk Industries;
6.2 If the total Price for the Products, Software and/or Services has not been paid by the due date for payment.
7. Product. The title to and risk in the Products shall pass to the Customer or its representative upon delivery of the Product to the Customer or its representative. Notwithstanding any such delivery, Auk Industries shall be entitled to maintain an action against Customer for any unpaid price of the Products (without prejudice to any other right or remedy available to Auk Industries either in law or under this Terms).
8. Software. For Software provided by Auk Industries in connection with the provision of the Services, the Customer shall not: (1) copy (save for making a backup copy), modify, adapt, or create a derivative work, collective work, or compilation of the Software, and shall not reverse engineer, decompile or otherwise attempt to extract the code of the Software or any part thereof; (2) license, sell, assign, sublicense, or otherwise transfer or encumber the Software; (3) use the Software in a managed services arrangement; or (4) use the Software in excess of the authorized number of licensed seats for concurrent users, sites, or other criteria specified in the applicable Service Documents.
9. Services & Software. It may be necessary for Auk Industries to carry out scheduled or unscheduled repairs or maintenance, or remote patching or upgrading of the Software provided by Auk Industries, which may temporarily degrade the quality of the Services or result in a partial or complete outage of the Software. Any degradation or interruption in the Software or Services during such Maintenance shall not give rise to a refund or credit of any fees paid by Customer or any other liability on Auk Industries.
10.1 Auk Industries shall not be liable for:
10.1.1 Special, indirect, incidental or consequential loss or damages;
10.1.2 Loss of business, opportunity, profit/anticipated profit, income or revenue;
10.1.3 Loss of use of Customer's system(s) or networks;
10.1.4 Loss of goodwill or reputation or contracts;
10.1.5 Loss of, corruption of or damage to data or software;
10.1.6 Loss arising out of business interruption;
10.1.7 Loss arising out of or in connection with pollution or contamination; or
10.1.8 Recovery of data or programs;
Arising out of or in connection with the purchase, use or performance of Products/Software or Services, even if Auk Industries has been advised of their possibility.
To the maximum extent permitted by applicable local law, Auk Industries shall have no liability for Third Party Products and Customer shall look exclusively to the third party provider for any damages or liability with respect to the provision of such Third Party Products.
10.2 The Customer shall indemnify Auk Industries and keep Auk Industries fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or willful misconduct of the Customer, its employees, agents or sub-contractors or by any breach of its contractual obligations arising out of the Terms.
10.3 To the extent permitted by law, Auk Industries and Customer agree that Auk Industries will not be liable for Products not being available for use, or for data or software which is lost, corrupted, deleted or altered. Any service response times stated by Auk Industries are approximate only.
10.4 To the extent permitted by law, any typographical, clerical or other error or omission in sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by Auk Industries shall be subject to
correction without any liability on the part of Auk Industries.
10.5 Where under any applicable law, implied conditions and warranties cannot be excluded, Auk Industries liability for breach of such conditions and warranties shall be limited, at Auk Industries’ option, to:
(a) In the case of Products, the replacement of the Products or the supply of equivalent Products; the repair of such Products; the payment of the cost of replacing the Products or of acquiring equivalent Products; or the payment
of the cost of having the Products repaired; OR
(b) In the case of services, the supplying of services again; or the payment of the cost of having services supplied again. Further, to the extent permitted by law, all such conditions and warranties shall be limited in duration to the
duration of the Warranty Period or such other lesser period as permitted.
11. Partial invalidity. If any provision of this Term or any line item in the Quotation becomes invalid, unenforceable or unfulfilled to any extent, the remainder of this Term and Quotation and its application will not be affected and will remain valid and enforceable to the greatest extent permitted by law.