Terms & Conditions

TERMS AND CONDITIONS

• GENERAL
  • These general terms and conditions (“GTCs”) shall apply to all (i) sale and supply of products (“Goods”), and (ii) provision of services (“Services”), by JN Technologies Pte. Ltd. (“JN”).
  • The “Contract” as used in these GTCs shall mean any agreement for sale and purchase of JN’s Goods concluded by either (i) Customer placing a purchase order for Goods and JN confirming acceptance of the same in the Order Confirmation/Proforma Invoice (“PI”); or (ii) Customer and JN agreeing on a sale contract or any other document in writing evidencing the key commercial terms of the transaction
  • These GTCs and the PI shall apply to the sale and purchase of the Goods and/or the provision of the Services pursuant to the Contract. Any Alternative set of terms and conditions of purchase proposed or counter-proposed by Customer shall not apply.
  • The Contract represents the entire understanding between Customer and JN concerning the sale and supply of the relevant Goods and/or Services, and shall form the exclusive statement of all the matters covered by the Contract. Any and all previous course of dealings, understanding, discussions, representations, correspondence and communications between the JN and Customer (“ Parties”), whether written or oral, relating to the matters covered by the Contract are hereby superseded.
  • No alteration or amendment to the Contract shall be valid unless mutually agreed by both Customer and JN by formation of a new Contract. Cancellation by Customer of a Contract must be subject to JN’s written acceptance and may be subject to compensation.
  • Any description or specification contained in JN’s technical data sheets, samples, or other advertising is intended only to present a general illustration of the Goods and will not constitute part of the Contract
• CONTRACTS
  • Customer may place an order for any Goods and/or Services by submitting purchase orders to JN. Each such purchase order shall constitute an invitation to treat by Customer, and shall not have legal force or effect.
  • JN may from time to time, and at JN’s sole discretion, issue a PI as order confirmation in respect of any purchase orders submitted by Customer
    • each such PI shall constitute an offer by JN to sell the Goods and/or provide the Services, as may be specified in PI, on the terms of these GTCs and the PI.
    • JN shall not be obliged to deliver, ship and/or supply any Goods, and/or provide any Services to Customer until and unless JN has received Customer’s written acceptance of the PI.
    • without prejudice to 2.2.2, Customer shall be deemed to have accepted the PI and GTCs in full if (Customer takes delivery of any Goods comprised in such PI, and/or any Services comprised in such PI are performed by JN.
    • each PI which is accepted by Customer shall constitute a distinct and separate Contract between the Parties.
  • Except as otherwise expressly indicated in these GTCs, in the event of any inconsistency or conflict between the provisions of the GTCs and any PI, the provisions of the PI shall prevail to the extent of such inconsistency or conflict.
• DELIVERY TERMS
  • Customer and JN acknowledge that any shipment schedules delivery dates and/or Service dates indicatedin the Contract and PI are estimates only and time shall not be of the essence. JN may deliver the Goods and/or Services under the Contract by installments. JN shall not be liable to Customer for any loss or damages incurred as a result of any delay, and Customer shall not be entitled to cancel or terminate the Contract on the ground of any such delay
    • In Respect of Goods:
      • Customer acknowledges that JN’s liability to deliver the Goods to Customer is subject to the availability of the Goods from JN’s usual source of supply or production. Customer further acknowledges that JN retains sole and absolute discretion as to the order of priorities in which any Goods are delivered to JN’s customers.
      • In the event that Customer fails to take delivery of Goods or any part of thereof and/or fails to provide any instructions, documents, licenses, consents or authorisations required to enable such Goods to be delivered in accordance with the Contract, JN shall have the right, at its sole option, to store, resell or dispose of the same in any manner at JN’s absolute discretion. Customer shall indemnify and save JN harmless against all costs and expenses including, without limitation thereto, storage, disposal, demurrage and/or insurance charges arising fromsuch failure to take delivery
      • Notwithstanding the quantity of Goods ordered and stated in each Contract, JN may supply an excess or deficiency of Goods of up to 10% of the weight or volume ordered and Customer shall pay for the quantity so supplied. JN shall measure, sample and test Goods in its customary manner at the loading location to determine the quantity and quality of Goods delivered. The results of such measurement, sampling and testing shall be treated, in the absence of fraud or manifest error, as conclusive and binding as to the quantity and quality of Goods loaded.
      • Unless otherwise specified by JN, the supply of the Goods under the Contract (if any) shall be governed by the agreed stipulated in the Contract. In the event of an inconsistency or conflict between the provisions of a Contract and that of the applicable provisions of Incoterms, the provisions of the Contract shall prevail to the extent of such inconsistency or conflict
      • Risk of loss of Goods shall pass to Customer in accordance with the agreed Incoterm stipulated in the Contract and title to the Goods shall pass simultaneously with the passing of risk
    • In Respect of Services:
      • Customer shall provide JN with such data, information, documents, reasonable assistance and/or co- operation as may be required by JN from time to time in connection with the provision of the Services to Customer
      • JN has the sole discretion to determine the means, manner and methods upon which the Services shall be provided. In addition, JN shall be entitled to delegate the performance of the Services (or any part thereof) to any third party contractor(s) or person(s) as JN deems appropriate.
      • The Services shall be performed at the location specified in the PI of the Contract. Unless the Services are wholly performed at JN’s premises, Customer shall:
        • grant access to, or procure that access is granted to, JN in respect of the premises where the Services areperformed;
        • be solely responsible for the safety and security of JN’s personnel whilst at the premises at which the Services are performed; and
        • be solely responsible for (and shall indemnify, defend and hold JN harmless against) any and all claims, losses, costs (including legal fees on an indemnity basis), causes of action, damages and expenses relating to personal injury (including death or disease) or property damage which may be incurred by any person (including any personal injury suffered by any of JN’s personnel) arising from or in connection with any conditions of the premises where the Services are performed.
• PRICE AND PAYMENT
  • The prices for the Goods and/or Services shall be specified in the PI of the Contract (the “Price(s)”). The Prices do not include Goods and Service tax, sales tax and similar taxes nor withholding taxes, whether currently imposed or imposed in the future, excluding tax on income.
  • The total contract value shall be computed based on the quantity stated in any shipping or delivery document and the agreed Goods unit price as stated in the Contract. JN shall be entitled to, with prior written notice to Customer, increase the price of the Goods in the event of unforeseen circumstances including without limitation any increase in the cost of procuring raw materials, wage and non-wage labour costs, energy costs, import and export costs, taxes, duties and other levies and costs based on any change in regulations or modifications of rates of exchange.
  • If Customer considers that an invoice contains incorrect information, Customer shall notify JN within seven (7) days giving details of the alleged error in the invoice. If no such notification is received by JN in the mentioned period, the invoice shall be deemed correct and valid.
  • Payment for Goods shall be made to JN in full in U.S. Dollars or such other currency set out in the Contract without any deduction, withholding or set-off whatsoever and in immediately available and freely transferable funds within the period set out in the Contract. If full payment is not received by JN as aforesaid, Customer shall pay JN interest on the amount outstanding at the rate of 1% per month for the period of delay beginning on the due date until the date of payment.
  • JN reserves the right to assign or transfer to any third party without Customer’s consent, any debt owed by Customer, with full rights of such third party to collect such debt from Customer
  • If in JN’s judgment that reasonable doubt exists as to Customer's financial responsibility, or if Customer is past due in payment of any amount whatsoever owing to JN, JN shall have the right, without prejudice to any other remedies, to suspend performance, decline to ship, or stop any material or goods in transit, until JN receives payment of all amounts owing to JN, or adequate assurance of such payment.
• WARRANTIES
  • IN RESPECT OF GOODS
    • JN warrants that at the last point before title transfers to Customer, it shall have good title to the Goods and the Goods shall be free of lien and encumbrances. JN further warrants that at the last point before risk of loss transfers to Customer in accordance with the applicable Incoterm, Goods will meet either (i) the data sheet specifications as published at the date of conclusion of the Contract or as may be amended or updated, from time to time, (ii) the manufacturers’ specifications as set forth in the applicable product certification delivered to Customer, or (iii) such other specifications as shall have been expressly agreed in writing by Customer and JN. Save as aforesaid, any and all conditions, warranties or representations relating to Productquality, condition, merchantability or their suitability or fitness for any purpose whatsoever, whether express or implied and whether by law or in oral or written statements made by or on behalf of JN to Customer are hereby excluded (save to the extent that exclusion thereof is not permitted oris ineffective by operation of law)
    • Any claims by Customer for breach of warranty of warranty under 5.1.1 must be made to JN within 5 (five) business days of such delivery of the Goods, failing which Customer shall no longer be entitled to raise and enforce such claim. Should JN be found to be liable for a breach of warranty in 5.1.1, JN’s total liability shall be limited to the replacement of the non- conforming Goods with Goods in compliance with the warranty or, if mutually agreed by the Parties, a full or partial refund of the purchase price paid. In no event shall JN’s liability, whether based in contract, warranty, negligence or other tort, strict liability or otherwise, exceed the purchase price for the Goods. This is Customer’s exclusive remedy for breach of warranty. Customer should not return Goods until JN agrees that Customer may do so. This limited warranty is given only to Customer and does not extend to any subsequent purchaser or transfer of JN’s Goods. Customer is not entitled to extend or transfer this warranty to any other party.
    • In according to returning of Goods which are subject to any defective to JN in accordance with JN’s instructions. In the event that JN’s examination of the Defective Goods discloses to JN’s satisfaction that the defects complained of fall within the scope of the Warranty, JN may choose at its absolute discretion to: (i) repair the efective Goods, (ii) refund to Customer the Price paid by Customer for the defective Goods (or a proportionate part of the Price), or (iii) replace the defective Goods
    • Title to any defective Goods which have been replaced by JN shall pass to JN upon the provision of the relevant replacement Goods or parts to Customer.
    • The Warranty shall not cover, and JN shall in any event not be liable for, defects in any Goods that:
      • are caused by or related to improper storage, negligence, faulty maintenance, fair wear and tear, presence of abrasive materials, misuse, unusual external conditions, accident, incorrect installation, alterations, modifications or reparations of the Goods (including any alterations or modifications to integrate any parts which are not JN’s original parts), or Customer’s failure to comply with JN’s instructions (whether oral or written);
      • have been manufactured by JN in accordance with Customer’s designs, specifications and/or instructions; or
      • have not been manufactured by JN (Trading).
    • Any sale of Goods, or suggestions JN makes about possible applications, designs or uses of JN’s Goods shall not, by implication or otherwise, convey any license to or transfer of any intellectual property rights related to the Goods and owned by or licensed to JN nor are they a recommendation for use of such Goods, applications or designs which may infringe any intellectual property right. Customer assumes all risks of any intellectual property infringement claims resulting from the use, (re)sale or processing of the Goods, whether singly or in combination with any other materials. In the event that Customer receives any claim from a third party alleging that the Goods, as delivered to Customer, infringe such third party’s intellectual property rights, Customer shall promptly inform JN and strictly follow JN’s instructions in any response to such claim. In such case, JN shall have the right to defend Customer and if necessary will either, at JN’s discretion, if possible replace such Goods with noninfringing Goods or, refund the purchase price of such Goods. The foregoing sentence states the entire obligation of JN for intellectual property infringement by any Goods sold under the Contract.
  • IN RESPECT OF SERVICES
    • JN warrants that it shall use reasonable care and diligence in the provision of the Services.
    • Save as aforesaid, JN makes no warranty as to the adequacy or fitness of the Services for Customer or its needs. Any and all other conditions, terms, representations and undertakings, howsoever arising relating to the Services (including as to the availability, accessibility, sequence, originality, correctness, completeness, accuracy, merchantability or fitness for any particular purpose), are expressly excluded.
    • JN will not evaluate or certify the ability or fitess of any employee, personnel and/or contractor of Customer (“Customer Personnel”) who attends any training which is conducted by JN as part of any Service
    • JN shall not be liable for any claims, losses, costs, damages and expenses of any kind whatsoever incurred by any person which may arise in connection with any works of any kind carried out by any Customer Personnel (including any installation, inspection, maintenance or any other work carried out in respect of any Nylon Key work)
    • JN shall not be liable for any claims, losses, costs, damages and expenses of any kind incurred by any person which may arise in connection with:
      • any failure by JN to identify any latent defect in any installation and/or product, or any other defect which would not reasonably have been identified on the basis of a visual inspection by a prudent and experienced service provider;
      • any defect in any installation and/or product which had not been manufactured by JN; and/or
      • any defect in any installation and/or product which arises after the date of the inspection conducted by JN.
• FORCE MAJEURE
  • Force Majeure Event means any event or circumstance, the occurrence and the effect of which the party affected thereby is unable to prevent and avoid notwithstanding the exercise of reasonable foresight, diligence and care on the part of that party. Without prejudice to the generality of the foregoing, the following shall be regarded as a Force Majeure Event:
    • any act of God, explosion, flood, lightning, tempest, fire oraccident;
    • war, hostilities (whether war was declared or not), invasion, act of foreign enemy;
    • rebellion, revolution, insurrection, military or usurped power or civil war;
    • riot, civil commotion or disorder, sabotage or requisition;
    • acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local
    • import or export regulations or embargoes;
    • strikes, lock-outs or other industrial actions or trade disputes affecting Seller (whether involving employees of theof the Seller or of a third party); and
    • default of suppliers or subcontractors of the Seller (where such default arises from a Force Majeure Event).
  • Neither party shall be liable to the other party, or be deemed to be in breach of this Contract, by reason of any delay in performing or any failure to perform any of its obligations (other than the obligation to pay the contract price), if the delay or failure was due to a Force Majeure Event; Provided that the Affected Party shall, as soon as reasonably possible, serve on the other party written notice thereof specifying the particulars of the Force Majeure Event and the estimated period during which the Affected Party is unable to perform and discharge its obligations. The Affected Party shall take all action reasonably within its powers to minimise the duration and effect of the Force Majeure Event on the Affected Party.
• CONFIDENTIALITY
  • Customer shall during the term of the Contract and a period of Three (3) years thereafter maintain in strict confidence and shall not, except when the fulfillment of its obligations under the Contract so requires, disclose, divulge or communicate to any person (other than as permitted or contemplated by the Contract or with the written approval of JN or as may be required by law) nor use outside the scope of the Contract any drawings(including but not limited to technical drawings created through any type of software owned by JN), manufacturing methods, measures specifications or other information concerning the Goods, customers, business, prices, finance, contractual arrangements or other dealings or transactions of JN, or any other information which by its nature reasonably can be referred to as confidential (the “Confidential Information”), and which may come to Customer’s knowledge
  • Customer shall not make use of any Confidential Information for the purpose of manufacturing any jigs and fixtures,mechanism or component being identical or essentially similar to the Goods or any mechanism or component thereof, or for any other commercial or technicalpurpose.
  • The restrictions stated in this Section 7.1 shall not apply to the extent that Customer can show that (i) the Confidential Information is publicly available through no fault of Customer; (ii) the Confidential Information was in Customer’s possession prior to the date of disclosure by JN; or (iii) Customer is authorised to disclose the Confidential Information by any subsequent written agreement between the parties hereto.
• LIMITATION OF LIABILITY and CLAIMS
  • To the extent that JN’s liability under the applicable law may be excluded, JN shall not in any way be liable for loss, injury, damage or expenses of whatever nature which result, whether directly or indirectly, from the purchase, import, ownership, possession, storage, use, defect, and failure of the Products sold pursuant to this Contract
  • If 8.1 does not apply for any reason whatsoever; or in circumstances where JN has not effectively excluded liability to the Customer under or in connection with this Contract, JN's aggregate liability to Customer, in connection with Goods or in connection with JN’s obligations under this Contract, shall be limited to the price payable or paid by Customer for the Goods to which such claim, demand, loss, injury, damage or expenses relates
  • To the extent that the Seller’s liability under the applicable law may be excluded, in no event, including the negligent act or omission on its part, shall either party be liable to the other, whether under this Contract or otherwise in connection with it, or in contract, tort, negligence, equity, breach of statutory duty or otherwise howsoever arising, in respect of:
    • any special, incidental, punitive, indirect or consequential losses or expenses ((whether or not foreseeable); and if and to the extent that they might otherwise not constitute special, incidental, punitive, indirect or consequential losses or expenses, all of the following:
      • loss of anticipated profits;
      • loss of use;
      • loss of goodwill; and
      • loss of commercial opportunities whether or not foreseeable.
• GOVERNING LAW
  • The construction, validity and performance of the GTCs, the Contract and all non-contractual obligations arising from or connected with the Contract shall be governed by and construed and enforced in accordance with the laws of Singapore. Any dispute arising in any manner out of or related to these GTCs or the Contract shall besubmitted to the non-exclusive jurisdiction of the courts of Singapore
  • The provisions of the United Nations Convention on Contracts for the International Sale of Goods (April 1980) are expressly excluded from application to these GTCs and Contract.
  • In the event that Singapore laws apply, no person who or which is not party to this Contract shall have any right under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any provision of this Contract against one of the parties.
• ARBITRATION – COMMERCIAL COURT
  • Any and all disputes, controversies and claims arising out of or in connection to with the Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Section 13. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
  • Nothing in this Section 10 shall preclude JN from applying for interlocutory relief from any court of competent jurisdiction and for this purpose, the Parties expressly submit to the jurisdiction of any such court.
• MISCELLANEOUS
  • If the provisions of the Contract, or the application there of to any person or circumstances, shall for any reason or to any extent, be invalid or unenforceable, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remainder of the Contract. In the event of the invalidity or unenforceability of any provision of the Contract, the Parties shall, at the request of either Party, negotiate in.
  • Neither party may assign or transfer any of its rights or obligations under this Contract or any part thereof without the prior written consent of the other party
  • This Contract supersedes all previous agreements and understandings between the parties with respect to the sale and purchase of Products, and may not be modified except by a written document that expressly states the intention of the parties to modify this Contract, and signed by the duly authorised representatives ofthe parties.
  • No failure on the part of either party to exercise, and no delay on its part in exercising, any right or remedy under this 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.
  • In case any provision in this Contract shall be, or at any time shall become invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not in any way affect or impair any other provision of this Contract but this Contract shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein
  • The obligations of theparties under this Contract which by their nature would continue beyond the termination, cancellation or expiration of this Contract will survive such termination, cancellation or expiration.