1. COMPLETE TERMS. Sales and quotations by IBT Interbiotech PTE LTD, (“IBT”), are governed by these Standard Terms and Conditions of Quotation and Sale (“Terms and Conditions”). This is an offer conditioned on IBT’s customers’ (“Buyers”) acceptance of all, and only, these Terms and Conditions. This is the final and complete expression of all Terms and Conditions of the agreement. Any representations, promises, warranties, or statements that are not contained here are void. These Terms and Conditions can be modified, waived, or amended only by a written instrument signed by officers both Buyer and IBT
2. ORDERS. Orders will be initiated by Buyer issuing a purchase order (“Order”) to IBT. Purchase Orders must identify product name produced by IBT (“Product”), unit quantities, part numbers, descriptions, applicable prices and requested delivery dates. Orders can be submitted via mail, fax or email.
3. QUOTATION OF PRICE. All written quotations of price (“Quote”) made by IBT will be valid for a period of thirty (30) days without exception from time Quote has been generated by IBT. IBT will make every reasonable effort for timely delivery of Quote to customer however IBT does not assume responsibility for delays in receipt of quotations to Buyer unless otherwise stated hereunder in these Terms and Conditions. IBT under any circumstance will not honor or provide verbal quotations of price.
4. TERMS OF PAYMENT. Terms of payment shall be as set forth on IBT’s documentation acknowledging Buyer’s Order or documentation provided to Buyer upon Buyer’s receipt of Products (“Invoice”). If Buyer fails to pay any sum owed hereunder when due, interest shall accrue to IBT’s credit on such sum at the rate of 1½% compounded per month or the highest rate allowed by law, whichever is lower. If IBT, in its sole discretion, finds it necessary to employ an attorney to collect any past due sum owed hereunder, it may collect, in addition to any other sum owed hereunder, all applicable attorney’s fees and costs. Payment of any additional COD charges or shipping charges as a result of COD by carrier will be the sole responsibility of the Buyer.
5. CANCELLATION. Buyer may, without charge, cancel an Order for standard Products provided such order has not begun production and if cancellation request is received fourteen (14) business days prior to delivery date. Buyer requests to cancel an order for standard Products already in production or if written notice of cancellation is received by IBT less than fourteen (14) days prior to delivery date in writing may be accepted by IBT in its sole discretion, which acceptance will be subject to Buyer’s payment of reasonable termination charges as determined by IBT. Buyer may not cancel or terminate any non-standard Products, except with written consent from IBT and only then upon payment of reasonable termination charges as determined by IBT.
6. LIMITED WARRANTY. THE WARRANTIES SET FORTH IN ATTACHMENT A OF QUALITY ARE EXTENDED IN LIEU OF AND TO THE EXCLUSION OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.. THE BELOW WARRANTIES RUN ONLY TO THE BUYER HEREUNDER; THEY ARE NOT INTENDED TO, AND DO NOT, RUN TO ANY SUBSEQUENT BUYER, NOR MAY THEY BE TRANSFERRED TO ANY OTHER PERSON, UNLESS OTHERWISE SPECIFICALLY STATED IN WRITING BY AN OFFICER IBT.
7. IBT warrants to the original purchaser that for twelve (12) months from the date of shipment. The products produced by IBT shall be fit for human consumption and adhers to religious guidelines and certifications as provided by IBT. Under this warranty the product will be replaced at IBT’s option, without charge when the product is stored and used according to the factory recommendations with proof of purchase. The foregoing shall constitute the exclusive and sole remedy of the purchaser for any breach by IBT of this warranty. This warranty does not apply to any product which has not been installed and used in accordance with the specifications recommended by IBT for the proper and normal use of the product. Buyer agrees hereunder that IBT reserves the right to void any warranty, written or implied, if upon IBT’s examination of Product shall disclose to IBT’s satisfaction that the Product did not fail due to accident, misuse, neglect, abuse, alteration, improper usage, or improper testing by Buyer or agent of Buyer. IBT shall not be liable under any circumstances for indirect, special, consequential, or incidental damages in connection with, or arising out of, the sale, performance, or use of the product covered by this warranty. IBT does not recommend, warrant or assume responsibility for the use of its products in non-food production purposes. IBT’s warranties are herein above set forth shall not be enlarged, diminished or affected by, and no obligation or liability shall arise or grow out of IBT’s rendering of technical advice in connection with Buyer’s order of the Products furnished hereunder.
This Warranty is in lieu of all other relevant warranties, expressed or implied, including the implied warranty of merchantability and the implied warranty of fitness for a particular purpose, and any warranty against infringement of any patent.
Continued use or possession of Products after expiration of the applicable warranty period stated above shall be conclusive evidence that the warranty is fulfilled to the full satisfaction of Buyer. IBT makes no warranty as to experimental, non-standard or developmental Products.
8. EXCLUSIVE REMEDIES. If the Products furnished by IBT fail to conform to IBT’s exclusive LIMITED WARRANTY, IBT’s sole and exclusive liability shall be (at IBT’s option) to replace or credit Buyer’s account for any such Products which are returned by Buyer during the applicable warranty period set forth above, provided that (i) IBT is promptly notified in writing upon discovery by Buyer that such Products failed to conform to this contract with a detailed explanation of any alleged deficiencies, (ii) such Products are returned to IBT, F.O.B. IBT’s plant, and (iii) IBT’s examination of such Products shall disclose to IBT’s satisfaction that such alleged deficiencies actually exist and were not caused by accident, misuse, neglect, abuse, alteration, improper usage or unauthorized usage by non-related personnel. If IBT elects to replace such non-conforming Products, IBT shall have a reasonable time to make replacement of such Products. IBT also reserves the right, at its sole discretion, to credit the Buyer’s account of any shipping charges in whole or in part incurred by the Buyer associated with the return of Products to IBT’s plant. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF IBT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO, AND IN NO EVENT SHALL IBT BE LIABLE FOR SPECIAL, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
9. PRODUCT RETURNS. All returns will be processed at the sole discretion of IBT. Buyer is deemed to have accepted the Products unless written notice of rejection is received by IBT within fourteen (14) days after delivery. Buyer waives any right to reject or revoke acceptance thereafter. Buyer is responsible for all shipping costs to return Products to IBT’s plant. Any loss or damage of Product during shipping from Buyer’s plant to IBT’s plant will be the sole responsibility of the Buyer. IBT strongly suggests that Buyer purchase insurance from carrier to insure Products during shipping. Products must be returned in new condition with all previously included paperwork and accessories.
10. DATA ERRORS AND OMISSIONS. IBT makes every effort to ensure the accuracy of the information published in its catalogs, by its distributors and on its Internet site. The documents and graphics published may contain technical inaccuracies or typographical errors. IBT makes no representations about the information and graphics presented. All such documents and graphics are provided “as-is” without warranty of any kind.
11. INDEMNIFICATION. Buyer agrees to hold harmless, indemnify, and defend IBT and any of its employees, directors, officers, agents, or successors from any and all fault, liabilities, costs, expenses, claims, demands or lawsuits asserted by any person or entity that the warranties, remedies, limitations, disclaimer of warranties and liabilities of IBT are other than that as specifically set forth herein or by reason of any warranty, express or implied, or remedy for breach of warranty extended by Buyer, which is more favorable than the warranties and remedies set forth herein.
12. PRODUCT APPLICATION INDEMNIFICATION. Buyer agrees to indemnify and hold harmless IBT and any of its employees, directors, officers, agents or successors from any and all fault, liabilities, costs, expenses, claims, demands or lawsuits, whether arising in tort or contract, against Buyer and/or IBT, including Attorney’s fees, expenses and costs, arising out of the application of IBT’s Products to Buyer’s designs and/or Products, or IBT’s assistance in the application of IBT’s Products.
13. TITLE. IBT warrants it has and will convey Products and marketable title to the Products.
14. CONFIDENTIAL INFORMATION. IBT and Buyer mutually agree to hold confidential or proprietary information or trade secrets (“Confidential Information”) in trust and confidence without restriction and mutually agree that Confidential Information shall be used only for the contemplated purposes, shall not be used for any other purpose, or disclosed to any third party unless IBT or Buyer can document said Confidential Information (a) is in the public domain through no fault of either IBT or Buyer, (b) was properly known to receiving party, without restriction, prior to disclosure by disclosing party, (c) was properly disclosed to receiving party by another person or entity or (d) has been subpoenaed or officially requested by a court of law or other duly authorized agent of the court. Confidential Information may be furnished in any tangible or intangible form including, but not limited to, writings, drawings, presentations, computer tapes and other electronic media, samples, demonstrations, video and verbal communications. This provision shall survive the expiration, termination or cancellation of this Agreement.
15. DELIVERY. Delivery shall be F.O.B. IBT’s plant (unless otherwise specified on documentation acknowledging Buyer’s order), whereupon title shall pass to Buyer. Every effort will be made to effect delivery at the desired time, but delivery dates are not guaranteed.
16. SHIPMENT DAMAGE. Product shipped from IBT’s manufacturing location is carefully packed in compliance with carrier requirements. Claims for loss or damage in transit must be made with the carrier by Buyer. All shipments should be fully unpacked and inspected immediately upon receipt. It is important to keep the shipping carton, packing material and all parts intact for inspection by the carrier’s agent. Visible Loss or Damage. Any external evidence of loss or damage must be noted on the freight bill or carrier’s receipt and signed by the carrier’s agent. Failure to do this may result in the carrier refusing to honor the claim.
17. DELAYS, CONTINGENCIES AND FORCE MAJURE. In the event IBT is forced to shut down or curtail its production or is unable to ship at the time specified because of fire, flood, windstorm, or other act of God, accident, fire, explosion, labor disturbance, act of any government or any agency or subdivision thereof, judicial action, sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, technical failure, shortage of raw materials, labor, machinery, energy, or transportation, including, but not limited to, railcar shortages or any cause whether or not similar to the causes listed above, beyond IBT’s reasonable control, IBT reserves the right, at its option, to cancel this order (in either case without any liability to IBT or Buyer whatsoever). In no event shall IBT be obligated to purchase material from others to enable IBT to deliver Products to Buyer hereunder. During the period of such contingency, IBT shall have the right to allocate its available supply among its buyers in IBT’s sole discretion.
18. Buyer will be in default if (a) Buyer fails to pay to IBT any amount when due under this agreement, (b) Buyer fails for a period of five days after receiving written notice from IBT to fulfill or perform any provisions of this agreement (other than the prior provision relating to due date of payments), (c) Buyer becomes insolvent or bankrupt, or a petition therefore is filed voluntarily or involuntarily and not dismissed within thirty days from filing, or (d) Buyer makes a general assignment for the benefit of its creditors, or a receiver is appointed, or a substantial part of Buyer’s assets are attached or seized under legal process and not released within thirty days thereafter. Upon Buyer’s default, IBT may, at its option, without prejudice to any of its other rights and remedies, and without demand for payments past due, (a) make shipments subject to receipt of cash in advance, (b) terminate this agreement and declare immediately due and payable the obligations of Buyer for Products previously shipped, notwithstanding any other provision in these terms and conditions, (c) demand reclamation of unpaid Product, or (d) suspend any further deliveries until the default is corrected, without releasing Buyer from its obligations under this agreement. In any event, Buyer shall remain liable for all loss and damage sustained by IBT because of Buyer’s default.
19. TAXES. All sales tax, excise taxes, or other forms of taxes levied against this transaction shall be paid by Buyer over and above all other sums Buyer is or may become obligated to pay hereunder. These taxes are in addition to the purchase price of the Products subject to an order. If you are exempt from tax, an original signed tax exemption certificate must be sent to IBT. Without a valid signed tax exemption certificate on file at IBT, all applicable taxes will be charged to the Buyer.
20. MUTUALITY. All debts and obligations of Buyer and IBT to each other are mutual and subject to setoff. For purposes of this paragraph, “Buyer” and “IBT” shall be deemed to include each party’s respective subsidiaries and affiliates which directly or indirectly control or are controlled by that party through 100% equity ownership.
21. GOVERNING LAW.; VENUE AND JURISDICTION. All issues concerning the formation, performance, or interpretation of any contract regarding this sale shall be governed by the laws of the state of Arizona, and any dispute between IBT and Buyer will be resolved in Singapore, the prevailing party in that dispute entitled to its costs and reasonable attorneys’ fees.