PLEASE READ THESE TERMS OF SALES CAREFULLY! PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS.
In these Conditions, the following terms shall have the respective meanings specified below unless the context otherwise requires:
"Buyer" means the person or legal entity identified in the Order as the purchaser of the Products.
“Conditions” means these Terms and Conditions.
"Contract" means a contract for sale between EOG and the Buyer of the Products formed in accordance with Clause 5.4.
“DOA Product” is defined in Clause 10.2.
"EOG" means EOG Platform Pte. Ltd., a company incorporated in Singapore with registered address at 460 Alexandra Road, #22-06 Singapore 119963.
“EOG Platform” means the EOG’s online portal and store currently accessible at [http://www.eogplatform.com/] and all related domains and sub-domains.
"Force Majeure Event" means any event or circumstance the occurrence and the effect of which EOG could not reasonably prevent or avoid including:
strikes, lock-outs or other industrial action or labour disputes;
riots, hostilities, rebellion, revolution, civil disturbances, civil commotion, invasion, outbreak of war, threat of or preparation for war, acts of terrorism or criminal activity;
external telecommunications failures or outages;
fire, explosion, storm, earthquake, flood, subsidence or other natural physical disaster or other catastrophes;
epidemic, quarantine restrictions, outbreak of disease or any travel restrictions or bans (including bans on non-essential travel) issued by the World Health Organisation or any governmental authority;
impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
any governmental acts or regulations, including export or import bans, or political interference with the normal operations of any Party;
breakdown of plant, transport or equipment; and
any default act or omission on the part of EOG's suppliers or sub-contractors.
“Intellectual Property” means (whether registered or not), any trade marks, copyright, patents, proprietary information, design rights, and all other intellectual and industrial property rights, whether vested, future or contingent.
"Order" means an online order placed via the EOG Platform by a Buyer with EOG for the Products in accordance with these Conditions.
“Parties” means EOG and the Buyer and “Party” means any one of them.
"Product" means a product listed at the EOG Platform, including third party products, for which EOG invites Orders in accordance with these Conditions.
“Product Warranty” is defined in Clause 12.1.
“Substitute Product” is defined in Clause 9.5.
“Supplier” means a third party supplier of a Product.
Words importing the singular shall also include the plural and vice versa where the content requires.
Any reference to a "person" or “entity” includes a reference to an individual, a sole-proprietor, a partnership, an unincorporated association and a company.
Any reference to a "Clause" is to a clause of these Conditions.
The headings in these Conditions are inserted for convenience only and shall be ignored in construing these Conditions.
A reference to the word “include” or “including” shall not be construed as having any limiting effect.
Application and effect
These Conditions shall govern the sale of the Products listed at the EOG Platform by EOG to the Buyer, save where Buyer has signed or signs a separate purchase agreement with EOG, in which case the terms and conditions of the separate agreement shall govern.
By ordering the Products and/or accepting delivery of the Products described on the invoice, the Buyer agrees to be bound by and accepts these Conditions.
Each Party represents and warrants that:
it has full legal capacity to enter into all Contracts and carry out the transactions contemplated by the Contracts; and
each Contract constitutes valid, legal and binding obligations on it and is fully enforceable in accordance with its terms.
Buyer represents and warrants that:
all information provided via the EOG Platform is true, accurate, complete and up to date;
Buyer's use of the EOG Platform and the Products shall only be for lawful purposes in a lawful manner
Buyer shall comply with all laws, statutes and regulations relating to use of the same; and
any nominated representative accepting delivery of the Products on Buyer’s behalf at the delivery address is duly authorised by the Buyer.
Buyer acknowledges and agrees that any advice, recommendation, information, assistance or service provided by EOG in relation to the Products are given in good faith, and such advice, recommendation, information, assistance or service is provided without liability on the part of EOG and it shall be the responsibility of the Buyer to confirm the accuracy and reliability of the same in light of the Buyer's own intended use.
EOG reserves the right from time to time, without liability or prior notice, to:
withdraw or cease to make available any or all Products from the EOG Platform; or
change its prices or specifications of any Product.
The Buyer acknowledges and agrees that:
all Products are sourced and supplied from third party Suppliers of EOG;
all descriptions, specifications, and dimensions of Products are provided by EOG’s Suppliers, and it is the Buyer’s responsibility to ensure that such descriptions, specifications, and dimensions are suitable for the Buyer’s purposes; and
all pictures and images of Products displayed on the EOG Platform are obtained from Suppliers and are for illustration purposes only.
Unless otherwise stated, all prices on the EOG Platform are quoted in United States Dollars (USD).
Orders and price
EOG will only process Orders that have been made by Buyers who are duly registered as registered users of the EOG Platform.
Buyer shall indicate the Products it wishes to order and the quantity required, at the price specified by EOG at the EOG Platform, by placing an Order on the designated online form at the EOG Platform and providing to EOG all necessary information as may be required by EOG at the EOG Platform.
All Orders made by the Buyer for one or more Product(s) shall be deemed to be an offer made by the Buyer to purchase such Product(s) upon the terms of these Conditions and for the selected Products and quantities set out in the Order. All Orders shall be subject to acceptance by EOG.
EOG may accept an Order by contacting the Buyer via the EOG Platform, telephone, email or any other mode of communication within a reasonable time after Buyer has made the Order, to accept and confirm the price, quantity, and delivery date and time of the Product(s) ordered by the Buyer, and upon such acceptance, a binding Contract shall be formed upon the terms set out in these Conditions, the terms of the accepted Order (excluding any terms which are not accepted by EOG), and such other terms and conditions as EOG may impose as a condition of its acceptance.
EOG shall be entitled to:
decline to accept or reject the Buyer’s Order in whole or in part without assigning any reason; or
delay or defer delivery of any Order in whole or in part due to Product unavailability, low inventory levels, or for any other reason,
provided that EOG shall issue a notification to the Buyer regarding the same within five (5) business days. EOG shall not be liable to the Buyer or any other third party for the rejection and/or deferment of any Order as set out in this Clause 5.5.
For the avoidance of doubt, no Contract shall come into existence unless and until the Order has been accepted by EOG in the manner set out in this Clause 5.4. Processing of any payment for an Order shall not in itself constitute acceptance of the Order by EOG, provided that where an Order is cancelled or rejected by EOG whether in whole or in part, any payment made for such Order shall be reversed or refunded (in whole or in part as applicable) by EOG.
EOG shall not be liable for any errors in the pricing or specification of Products ordered by the Buyer that may appear at the EOG Platform. The price to be paid by the Buyer for all Products shall be EOG's current selling price on the date of receipt by EOG of the Order, which may or may not be correctly reflected at the EOG Platform.
Payment and Fees
The Buyer shall bear the following charges and fees:
the price of the Products;
any applicable delivery charges for the Order;
the delivery and administrative costs of any delivery of Product(s) which are rejected by the Buyer, where such rejection is not made pursuant to an express right of the Buyer under these Conditions;
all shipping and handling charges for the Order;
all applicable taxes (including but not limited to withholding taxes, goods and services tax and/or value added tax) at the prevailing rates; and
all other amounts due under the Contract,
as set out in EOG’s invoice, such invoice being conclusive evidence of the relevant charges incurred.
Unless otherwise agreed by EOG in writing, payment of EOG’s invoice as described in Clause 6.1 shall be made by the Buyer on a cash basis before delivery of the Products in the payment mode selected on the Order.
The Buyer agrees to submit to EOG and its payment service provider such credit card, online payment and other personal and delivery information as may be reasonably requested by EOG or its payment service provider to process the Order, payment for the Order, and to arrange for delivery and invoicing. EOG shall require its payment service provider to keep such information confidential and not use the same for any purpose other than to carry out its services, provided Buyer agrees that EOG shall not be liable for any loss, damage, or liability in the event of any unauthorised disclosure of such information by its payment service provider.
All credit card payments are subject to the approval of the relevant credit card and/or payment processing company and the relevant paying bank. EOG shall not be liable in any way if the relevant credit card or payment processing company or the paying bank refuses to process or accept any credit card or credit card particulars for any reason.
EOG reserves the right to exercise its lawful remedies if a dispute or issue arises over payment, or if it does not receive full payment for an Order. In particular, but without limitation, if the relevant credit card or payment processing company or the paying bank rejects or reverses payment for an Order, EOG may in its own discretion and at Buyer’s costs:
reject such Order, or suspend or cancel delivery of such Order;
repossess the Products if delivered; or
claim against the Buyer for the full price of the Order as a debt.
EOG shall be entitled to set-off and deduct from any refund due to the Buyer all sums owed by the Buyer to EOG under any and all Contracts and other agreements.
If Buyer defaults in any payment due to EOG under a Contract, EOG shall be entitled to late payment interest calculated at the rate of one percent (1%) per month. Any legal fees incurred by EOG for the purposes of collecting outstanding payments from Buyer shall be fully borne by Buyer on a full indemnity basis.
Title and risk
Risk in the Products shall pass to the Buyer upon:
the Products being loaded for shipment;
the Products being placed in the Buyer’s custody; or
the Products being moved at the Buyer’s direction,
whichever is soonest.
Title in the Products shall not pass to Buyer until receipt by EOG of full and final payment for the Products. Pending such passing of title:
the Buyer holds the Products as bailee for EOG and shall safely and securely store the Products in such a manner to clearly identify that they are the property of EOG; and
the Buyer must keep the Products free from any charge, lien or other encumbrance.
However, for the avoidance of doubt, Buyer may incorporate the Products with other materials or agree to sell the Products in its possession in the ordinary course of business provided that the Buyer shall keep apart and hold in trust such part of the proceeds of such sale as represents the amount owed to EOG in respect of the Products.
Where payment is not received in full, or in the event of a receiver being appointed to the Buyer or a petition being presented for the winding up of the Buyer or the Buyer being declared insolvent or bankrupt, the Buyer shall at its own costs, if required by EOG, deliver the Products to EOG, failing which EOG shall be entitled to enter the Buyer’s premises where the Products may be situated and take possession thereof. EOG shall not be liable for any costs, losses, damages or expenses suffered by the Buyer as a result of taking possession of the Products, and the Buyer shall indemnify EOG against all claims arising from the same.
Each Order made on the EOG Platform is separate and applicable charges and fees will be charged for each separate Order. EOG will not be able to consolidate Orders that have been made by the Buyer.
The Buyer shall designate and inform EOG of the Buyer’s preferred place of delivery of the Products when contacted by EOG under Clause 5.4 above, and subject always to EOG’s acceptance of the Order and to Clause 5.1, EOG shall deliver the Products to such place of delivery as may be designated by the Buyer and agreed to by EOG.
If no one is available at the delivery address to receive the Products, or where the Buyer fails to take delivery, EOG reserves the right to store the Products as it deems fit, with the costs of such storage to be borne by the Buyer. Buyer should contact EOG for instructions on how to obtain delivery of the Products.
Any shipment, delivery or collection dates provided by EOG are estimates only and shall not form part of the Contract. EOG shall not be liable for any loss, damage, cost or expense for any failure to meet any given shipment, delivery or collection date, howsoever caused. If Buyer's Order has not been delivered within a reasonable time, the Buyer should contact EOG at: EOG Platform Hotline [+65 6271 2926] or [email@example.com]. Alternatively, the Buyer may arrange for self-collection of the Products at an address designated by EOG.
EOG may in its own discretion deliver the Products in instalments. Each separate instalment shall be regarded as a separate Contract, and invoiced and paid for in accordance with these Conditions. For the avoidance of doubt, any applicable delivery fees for each instalment will be separately charged.
EOG reserves the right to make only partial delivery of an Order or deliver a Product which has similar functionality as any Product ordered with minor differences in specifications (each a "Substitute Product"). The Buyer shall be deemed to have accepted such changes and differences if the Buyer accepts delivery of a Substitute Product.
Acceptance of Products
Unless the Buyer notifies EOG in writing to the contrary within fourteen (7) days of the date of delivery, the Products shall be deemed to have been accepted by the Buyer as being in good condition and in accordance with the Contract.
Buyer may only request for replacement of a Product if the Product upon delivery:
fails to function or operate;
is damaged; or
is not the Product specified in the Order or a Substitute Product,
(such Product being a “DOA Product”).
The Buyer acknowledges and accepts that unless otherwise specified by EOG, the quantity of Product in each order may vary by up to ten percent (10%) over or under the quantity actually ordered. Delivery of an Order within such variation shall be considered good delivery of the same.
The Buyer must report any DOA Product within fourteen (7) days of its delivery, failing which the Buyer shall not be entitled to a replacement Product, and the terms of the Product Warranty (if applicable to such Product) will apply in relation to such DOA Product.
If EOG considers the Product to be a DOA Product, EOG will issue a return form and other documentation to the Buyer. EOG will contact the Buyer with regard to the procedure for return and replacement. The Buyer must fill out the appropriate documentation, and produce said documentation and the Order invoice together with the DOA Product in its original delivered condition and packaging.
EOG reserves the right to charge associated freight and handling charges for the return of said Products, which may include a handling and re-stocking fee of up to 25% of the sale price of the Products returned.
Cancellation and refunds
Subject to EOG’s agreement in writing, an Order may be amended and/or cancelled by the Buyer prior to EOG placing an order with its Suppliers for the Products, provided always that:
the Buyer must contact EOG as soon as practicable to request EOG for cancellation immediately;
EOG will endeavour to accommodate the Buyer's request, if the Products have not been ordered from the Supplier; and
the Buyer shall pay any cancellation fees which may be imposed by EOG.
If any Products in an Order have already been ordered from the Supplier, no cancellation or refund will be permitted.
The Buyer acknowledges that EOG's liability to deliver the Products to the Buyer pursuant to the Contract is subject to the availability of the Products from EOG's usual Suppliers. The Buyer further acknowledges that EOG retains absolute discretion as to the order of priorities in which any Products are delivered to EOG's customers.
All Products offered for sale on the EOG Platform are only covered by such warranty as provided by the relevant Supplier or manufacturer which, unless otherwise stated, shall cover;
the period of twelve (12) months from the date of installation by Buyer; or
the period of eighteen (18) months from the date of delivery to the Buyer,
whichever is shorter (the “Product Warranty ”). All claims by the Buyer in relation to a Product which is covered by a Product Warranty shall be made against the Supplier and not EOG, and EOG’s sole liability under a Product Warranty shall be as set out in Clause 10, and to provide the Buyer with the contact particulars of the Supplier or manufacturer.
Some Products may not be covered by any Product Warranty, EOG’s sole liability for any defects in the Product is set out in Clause 10.
For the avoidance of doubt and to the fullest extent permitted by law, EOG makes no warranty in respect of any Product, and the Product Warranty is in lieu of all other warranties express or implied, including any implied warranties of merchantability, satisfactory quality, compliance with description and fitness for a particular purpose.
Exclusion & limitation of liability
In no event shall EOG be liable to the Buyer or any third party for any indirect, special, consequential, exemplary or punitive loss or damage for any breach of these Conditions, including but not limited to loss of profits, loss of business or goodwill, loss of use, or any claim by any third party, even if EOG has been advised of the possibility of such loss or damage.
If any service (including but not limited to installation of any Product) is performed by any third party, EOG shall not be liable for any act, neglect, omission or wilful default of such third party, regardless of whether such third party is authorised by EOG.
The total liability of EOG to the Buyer for any and all claims whether by the Buyer or by any other person and howsoever arising in connection with or arising out of the sale, supply, delivery possession, replacement or use of a Product or resulting from the breach of the Contract and/or these Conditions by EOG shall not in any event exceed the price of the Product giving rise to such claims.
Nothing in these Conditions shall limit or exclude EOG’s liability for death or personal injury caused by EOG’s negligence.
EOG may, by written notice to Buyer, terminate a Contract immediately:
if Buyer materially breaches any provision of these Conditions or the Contract;
if a petition is presented, a proceeding is commenced, an order is made or an effective resolution is passed for the winding-up, insolvency, judicial management, administration, reorganisation, reconstruction, dissolution or bankruptcy of Buyer, or for the appointment of a liquidator, receiver, judicial manager, administrator, trustee or similar officer of Buyer or all or any part of Buyer’s business or assets;
if Buyer has provided false or misleading information to EOG when entering into the Contract or thereafter during the Term;
if Buyer stops or suspends payments to its creditors generally, is unable or admits its inability to pay its debts as they fall due, seeks to enter into any composition or other arrangement with its creditors, is declared or becomes bankrupt or insolvent;
if any party takes possession of all or any part of the business or assets of Buyer or any execution or other legal process is enforced against the business or any substantial asset of Buyer and is not discharged within fourteen (14) days; or
if Buyer receives an unfavourable report on Buyer’s financial standing.
EOG shall not be liable for or be deemed to be in breach of the Contract and/or these Conditions by reason of any failure in performing any of its obligations under the Contract and/or these Conditions during any period in which performance is delayed by any Force Majeure Event.
EOG shall notify the Buyer of any delay or failure arising through any Force Majeure Event and provide a revised delivery date as soon as practicable. The Buyer shall not terminate the Contract by reason of any such delay or failure.
In the event that any Force Majeure Event results in a shortage of Products, EOG shall be entitled to allocate its available stock of the Products among its customers in such a manner as EOG may consider equitable and may make partial deliveries of any Products to the Buyer.
If the Force Majeure Event shall continue for a period exceeding ninety (90) days from the date of the notice of such Force Majeure Event, EOG may at its option at any time thereafter by written notice, terminate the Contract.
Export control and restrictions
Products purchased or obtained under these Conditions may be subject to government import and export control laws and regulations, including those of Singapore. Buyer shall comply with all such laws and regulations.
EOG reserves the right to change these Conditions without prior written notice at any time, at EOG’s sole discretion, by posting a copy of the amended Conditions at the EOG Platform.
Any attempt to modify, supplement or amend these Conditions by the Buyer will be null and void, unless expressly agreed to in writing by EOG.
The Contract and these Conditions represent the entire understanding between EOG and the Buyer concerning the sale and supply of the Products, and shall form the exclusive statement of all the matters covered by the Contract and these Conditions. Any and all previous course of dealings, written or oral understandings, discussions, representations, correspondence and communications between the Parties relating to the matters covered by the Contract and/or these Conditions are hereby superseded.
Any term or condition of the Buyer’s Order which is any way inconsistent with or in addition to these Conditions shall not be applicable or binding on EOG, unless otherwise agreed in a written agreement signed by Buyer and EOG, and any failure by EOG to object shall not be considered a waiver of these Conditions.
The Buyer shall not assign or otherwise transfer the Contract or any of its rights and obligations hereunder, whether in whole or in part without the prior written consent of EOG. Any such unauthorised assignment shall be deemed null and void.
No failure on the part of EOG to exercise, and no delay on its part in exercising, any right or remedy under the Contract will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
Each Party acknowledges that its obligations and rights under a Contract are severable.
Rights of Third Parties
A person or entity who is not a Party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of the Contract, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of the Contract.
Governing Law and Jurisdiction
These Conditions shall be construed in accordance with, and governed by, the laws of the Republic of Singapore.
The Parties hereby submit to the non-exclusive jurisdiction of the Courts of the Republic of Singapore.