1. Applicability of these Conditions of Sale
1.1 The terms and conditions set out in these Conditions of Sale shall be read and construed together with the Tax Invoice, to form the entire agreement ("Agreement") between City Energy and you in relation to the sale and purchase of the Product(s). The terms of this Agreement shall apply to the sale of the Product(s) to you to the exclusion of all other terms and conditions. Any and all previous course of dealings, written or oral understanding, discussions, representations, correspondence and communications between the Parties relating to the matters covered by the Agreement are hereby superseded.
1.2 Neither these Conditions of Sale nor any Tax Invoice shall be modified unless specifically agreed in writing by City Energy. City Energy reserves the right to amend, supplement, update, revise or otherwise modify the terms of this Agreement at any time and at its sole discretion and such changes shall take immediate effect without prior notice.
1.3 In the event of any inconsistency or conflict between a provision of these Conditions of Sale and a provision in the Tax Invoice, the provision in the Tax Invoice shall prevail.
2. Sale of Product
2.1 You shall pay City Energy the Price and amounts for each Product in the manner stated on the Tax Invoice. The whole of the Price must be fully paid prior to the delivery of the Product(s).
2.2 Title and risk to the Product passes to you upon delivery of the Product at the designated premises.
3. Delivery and Installation
3.1 City Energy shall use reasonable efforts to procure the delivery of the Product(s) at the relevant delivery date(s) and time(s) and to the address(es) as specified in the Tax Invoice. Such date(s) and time(s) are provided to you by way of estimate only, and City Energy may arrange for the Product(s) to be delivered at alternative date(s) and time(s).
3.2 You must give City Energy at least three days' advance notice if you wish to make any changes to the scheduled delivery date(s) and time(s), or the delivery address(es) specified on the Tax Invoice.
3.3 Time for delivery shall not be of the essence of the Agreement and City Energy shall not be in any way liable for any delay or failure to deliver the Product(s) on any of the scheduled delivery dates and time(s).
3.4 You shall ensure that you or your appointed representative is present at the designated premises to take delivery of the Product(s). If delivery has to be rescheduled, you must reimburse City Energy for any costs and expenses which City Energy may incur for having to reschedule the delivery of the Product(s).
3.5 City Energy may deliver the Product(s) by separate instalments. Failure by City Energy to deliver any one or more of the instalments shall not entitle you to treat the Agreement as a whole as repudiated.
3.6 If the Delivery Personnel consider that any Product may not be safely installed at the designated premises or is unsuitable for use at the designated premises, City Energy may cancel the sale and refund the Price paid by you.
3.7 City Energy' liability to fulfil its obligations under this Agreement and to deliver the Product(s) to you pursuant to this Agreement is subject to the availability of the Product(s) from City Energy' usual suppliers.
4.1 You shall inspect, examine and test each Product as soon as practicable. If you notice or find any defects or deficiencies in such Product, you must inform City Energy immediately. You shall provide City Energy with all necessary information and supporting documentation with respect to the defective Product as City Energy may require. In addition, City Energy reserves the right to require you to present valid proof of purchase when a claim is made under this Clause 4.
4.2 City Energy warrants that the Product(s) shall at the time they are delivered to you be of reasonably satisfactory quality (having regard to their description stated on the Tax Invoice). Save as aforesaid, all terms, conditions, warranties, undertakings or representations whether express, implied or otherwise relating in any way to the Product(s) (whether as to their condition or their suitability for any or any particular purpose or otherwise) are excluded to the fullest extent permissible by law. In particular, City Energy and the Supplier shall have no liability whatsoever for any defects arising out of:
- 4.2.1 any improper use of the Product which is not in accordance with its intended purposes or any instructions/directions set out in the operation manual for the Product or given by City Energy (whether oral or written);
- 4.2.2 normal wear and tear;
- 4.2.3 wilful damage, negligence, accident;
- 4.2.4 corrosion, rusting or stains; or
- 4.2.5 any unauthorised repair, modification or alteration of the Product.
4.3 City Energy shall, at its sole discretion and taking into account the nature of the defect in question, procure that the Supplier repair the Product or replace the Product with a product of analogous or comparable features or functions.
5. Limitation of Liability
5.1 City Energy shall not be liable to you by reason of any condition, representation, undertaking or warranty whatsoever or any duty in law for any consequential loss or damage, whether for loss of profit or revenue or otherwise, which arise out of or in connection with the sale of the Product(s) or their use or resale by you, whether caused by the negligence of City Energy, its employees, agents or otherwise.
5.2 Not withstanding anything contained in this Agreement, the total liability of City Energy to you for any and all claims by you or by any other person and howsoever arising in connection with or arising out of the sale, delivery, installation or use of the Product(s) or resulting from the breach of this Agreement by City Energy shall not in any event exceed the Price for the Product(s) giving rise to such claims.
5.3 This Agreement does not limit or exclude City Energy' liability for any death or personal injury resulting from City Energy' negligence or any other liability which applicable law prohibits from being limited or excluded by contract.
5.4 This Clause 5 shall survive the termination of this Agreement.
6. Returns, Exchanges and Cancellations by you
6.1 Unless expressly provided in this Clause 6, you shall not be entitled to cancel your purchase of any Product, or return or exchange any Product purchased pursuant to this Agreement and no refunds of any amount paid by you shall be made in the event you cancel your purchase of any Product, or return or exchange any Product purchased pursuant to this Agreement.
6.2 You shall promptly notify City Energy if you wish to return or exchange any Product or cancel your agreement to purchase any Product. In the event that you wish to cancel your agreement to purchase any Product or exchange any Product before the Product is delivered to you, City Energy may at its sole discretion consent to such cancellation or exchange, subject to the payment by you of an administrative fee of 10% of the Price. In the event that you wish to cancel your agreement to purchase any Product, or return or exchange a Product after the Product has been delivered to you, City Energy may at its sole discretion consent to such cancellation, return or exchange, provided that:
- 6.2.1 You notify the Delivery Personnel of your wish to cancel your agreement to purchase the Product, or return or exchange the Product before the Product is installed at the designated premises; and
- 6.2.2 You make payment of an administrative fee of 20% of the Price or S$50.00, whichever is higher.
7. Technical Support
7.1 City Energy, and other third parties as may be appointed by City Energy, may provide you with technical advice and support over the telephone from time to time and such advice and support is given free of charge and only as a complimentary service. City Energy shall not be held liable for the contents of the technical advice and support provided or your use of or reliance on such technical advice and support nor shall any statement made by any City Energy' employees, representatives or agents in connection with any Products constitute a representation or warranty by City Energy with respect to such Product, express or implied.
8. Collection, Use and Disclosure of Personal Data
8.1 You hereby acknowledge and agree that City Energy may, from time to time, collect, use and disclose your Personal Data for the purposes of performing its obligations under this Agreement, and for the following purposes:
- 8.1.1 to facilitate the delivery, installation and/or maintenance of the Product(s) by City Energy, its authorised agents and/or other third parties as may be appointed by City Energy;
- 8.1.2 to allow City Energy, its authorised agents and/or other third parties as may be appointed by City Energy to perform the services set out in Clause 4.3;
- 8.1.3 to furnish technical support and/or advice relating to the Product(s) you have purchased;
- 8.1.4 to market and communicate to you information on promotions, events, products or services from City Energy or its preferred partners;
- 8.1.5 as authorised or required by law, or to establish, defend or exercise the legal rights of City Energy, its authorised agents and/or other third parties as may be appointed by City Energy; and
- 8.1.6 any other purposes which may be incidental to City Energy performing its obligations under this Agreement.
9.1 A person who or which is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of this Agreement.
9.2 Any part of any provision of this Agreement that is invalid, unenforceable or illegal shall be enforced as nearly as possible in accordance with its terms, but shall otherwise be deemed severed and shall not affect the enforceability of any other part of this Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by law.
9.3 City Energy will not be liable for delays in delivery or for failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including, but not limited to, product allocations, material shortages, labour disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, government priorities, fire, strikes, floods, epidemics, quarantine restrictions, riots, terrorists acts, or war.
9.4 This Agreement shall be governed by and construed in accordance with the laws of Singapore. You hereby irrevocably and unconditionally agree to submit to the exclusive jurisdiction of the Singapore courts.
10.1 In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:
- 10.1.1 "Agreement" means the Tax Invoice and these Conditions of Sale (together, and as may be amended, supplemented or otherwise modified from time to time).
- 10.1.2 "City Energy" means City Energy Pte Ltd (in its capacity as Trustee for the City Energy Trust).
- 10.1.3 "Delivery Personnel" means City Energy, its authorised agents and/or other third parties as may be appointed by City Energy.
- 10.1.4 "Parties" means City Energy and the person(s) or legal entity purchasing the Product(s) or otherwise exercising rights under this Agreement and "Party" means either one of them.
- 10.1.5 "Personal Data" means data, whether true or not, about an individual who can be identified: (i) from that data; or (ii) from that data and other information to which City Energy has or is likely to have access.
- 10.1.6 "Price" with respect to any Product, means the amount payable for that Product as stated on the Tax Invoice, plus any goods and services tax imposed or levied under any applicable law on the amount payable for that Product by you to City Energy.
- 10.1.7 "Product" means the item ordered or purchased by you as reflected on the Tax Invoice and "Products" shall be construed accordingly.
- 10.1.8 "Supplier" means and refers to the supplier whose name is stated in the Tax Invoice. 80049907B
- 10.1.9 "Tax Invoice" means the City Energy Tax Invoice to which these Conditions of Sale are annexed or printed overleaf.
- 10.1.10 "Warranty Period", in relation to a Product, means a period of 12 months from the date of delivery and installation of the Product, unless otherwise stated by City Energy or the Supplier in writing.
- 10.1.11 "you" and "your " means and refers to the customer whose name is stated in the Tax Invoice.