Terms & Conditions
governing lawmiscellaneousconfidentialityliability and indemnificationwarrantypaymentcontractual performance and obligations of clientgeneral
Terms & Conditions
- This Contract shall be governed and construed in accordance with the laws of Singapore.
- Prosemi and the Client submit to the non-exclusive jurisdiction of the courts of Singapore.
- Without the prior written authorization of Prosemi, the Client is not allowed to use Prosemi's corporate name or marks (whether registered or not) for advertising purposes.
- Prosemi shall exclusively retain ownership of the proprietary rights to any drawings, technical documentation, software, hardware, and other intellectual property (including reports of findings) provided by Prosemi during and in relation to the provision of the goods or the execution of the services.
- Prosemi may, with the Client’s consent, increase the prices of the goods or services mentioned in this Contract to account for any increase in the prices charged by Prosemi’s suppliers or attributed to an associated expenditure for configuring or developing the necessary test or service.
- Save for Prosemi’s affiliates, a person who is not Prosemi or the Client has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of this Contract.
- The Client agrees Prosemi is authorized to duplicate and store any crucial written documents submitted for review that are necessary for fulfilling the order.
- Confidential or proprietary information of the Client, including patents, drawings, or any oral or written information obtained by Prosemi in connection with this Contract is confidential, and shall be used by Prosemi and its officers, employees, agents, and/or subcontractors solely for the purpose of performing the order and may not be disclosed or copied unless authorized by the Client in writing or unless as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. However, it does not include any information that is (a) in the public domain; (b) known to Prosemi at the time of disclosure; or (c) rightfully obtained by Prosemi on a non-confidential basis from a third party.
- Unless legally required, neither party, Prosemi nor the Client, is permitted to disclose the other party's confidential or proprietary information to any individual or entity, except as explicitly permitted by this Contract.
liability and indemnification
- Risk in the samples or products shall not pass to Prosemi. Under no circumstances will Prosemi be accountable for any loss or damage to the samples or products while in transit or under its custody. Prosemi disclaims all liability in such capacity. The Client is responsible for arranging appropriate insurance against accidental loss or damage to the sample or product.
- Prosemi’s total liability owed to the Client in connection with this Contract shall not exceed the total price paid in respect of the goods or services provided to the Client under this Contract. The Client agrees Prosemi is not accountable for any incidental, indirect, special, or consequential loss or damage, including but limited to loss of business, loss of opportunity, loss of reputation or goodwill, loss of profits, cost of product recall, regardless of whether it was foreseeable or resulted from any act or omission on Prosemi's part in providing the goods or services.
- To the fullest extent permitted by law, Prosemi shall not be liable for any damages resulting from a negligent breach of its contractual obligations hereunder.
- Further, Prosemi shall not be responsible for any loss, damages or expenses resulting from claims by third parties, including product liability claims, that may be incurred by the Client.
- The Client agrees reports of findings are prepared based on the information, documents, samples and/or products submitted by the Client or its representatives. These reports are solely for the benefit of the Client, who is responsible for making decisions based on them and any such decisions or reliance on such reports shall be at the Client’s own risk and Prosemi shall not be liable for any loss, damages, or expenses that may be incurred by the Client in connection with such decisions or reliance. Such reports shall not, without Prosemi’s prior written consent, be transmitted, circulated, or disclosed to any third party, or be quoted or referred to in any public document or filed with any governmental or regulatory authority.
- The Client shall hold harmless and indemnify Prosemi, its affiliates and their respective officers, employees, agents, or subcontractors against all claims, including all legal expenses and related costs, howsoever arising for any actions or inactions of the Client, or any third party related to the provision or non-provision of any goods or services of Prosemi.
- Prosemi provides no guarantee regarding the condition and performance of the samples or products it inspects or tests as part of its services. Specifically, Prosemi is not accountable for the design, materials, or construction of the inspected and tested sample or product.
- The goods and services under this Contract are provided on an "as is" basis. All warranties, conditions, or terms, whether stated or implied by law or otherwise, are explicitly excluded to the fullest extent permitted by law.
- The Client agrees Prosemi disclaims any warranty against infringement with respect to the goods or service provided pursuant to this Contract, and Prosemi shall not be liable with respect to any actual or alleged infringement of any Singapore or foreign patent, trademark, copyright, trade secret, or similar proprietary rights in relation thereto.
- If a fixed price or calculation basis is not explicitly agreed upon, the goods or services will be invoiced based on Prosemi's current prices at the time the order is placed. If there is no schedule of prices applicable to this Contract, the price will be agreed upon for each order. An order shall not be effective unless it is confirmed in writing by Prosemi.
- Advance payments may be requested by Prosemi, and partial invoices covering the goods or services already rendered may be issued without being specifically mentioned as such. Prosemi may refuse or delay any shipment of goods or service if the Client fails to pay promptly any payments due to Prosemi, whether pursuant to this Contract or any other contract between Prosemi and the Client. Prosemi may deliver goods or services covered by this Contract at one time or in portions, from time to time, and use reasonable efforts to deliver within the time for delivery provided in the order but it shall not be liable for any delay in delivery, nor will any delay in delivery entitle the Client to terminate or suspend this Contract. It is important to note that the issuance of an invoice does not necessarily mean that the entire order has been billed by Prosemi.
- Prosemi will communicate the credit terms to the Client prior to rendering the goods or services. A Client who is not given any credit terms must pay in advance. A Client who is given credit terms by Prosemi must make payments within the specified time as indicated in the invoice for the goods or services rendered. The Client shall pay to Prosemi, on demand, a late payment charge of 1.5% per month of the unpaid balance or the maximum rate of interest allowed by law, whichever is less.
- Unless expressly provided otherwise on the front of this Contract, the Client shall pay all freight, handling, delivery, and insurance costs for the shipment of goods. The Client agrees to indemnify and pay Prosemi for all taxes, levies, and duties, including but not limited to goods and services tax or withholding tax, for which Prosemi may be held liable as a result of providing the goods or services to the Client under this Contract.
- Any objections to invoices must be communicated in writing to Prosemi within 7 days of receipt of the invoice, along with a statement of reasons.
- Prosemi must be notified in writing by the Client of its decision to cancel the order for goods or services within three working days after the order is confirmed. The Client will be responsible for paying for all goods or services rendered prior to the cancellation. Failure to notify Prosemi of the cancellation within the specified period will result in the Client being charged the full fee for the goods or services. Further, without prejudice to its other rights and remedies, Prosemi shall have the right to cancel the order for any reason by giving at least 30 days’ written notice to the Client.
contractual performance and obligations of client
- Prosemi will provide goods or services with reasonable care and skill, following the specific instructions provided by the Client and confirmed by Prosemi.
- Unless otherwise specified in writing, Prosemi is expected to provide goods or services in accordance with Prosemi’s usual practices from time to time.
- Prosemi may, at its sole discretion, use subcontractors or partners to fulfil the order.
- The goods or services to be provided by Prosemi shall be specified in writing on placement of order. If any changes or additions to the scope become necessary during this Contract, they must be agreed upon in advance and documented in writing.
- The Client is responsible for supplying Prosemi with the necessary samples or products, information, and documents for the Client to provide the goods or services, including but not limited to datasheets, product specifications, and instructions. Prosemi will not prepare the goods or begin the services until all required datasheets, product specifications, and instructions have been provided.
- The Client is responsible for taking any necessary measures to remove or resolve any obstacles or interruptions that could interfere with the provision of the goods or services.
- The Client is required to specify the need for a statement of conformity, with the default usage of IEC Guide 115:2023 for this purpose.
- The Client must ensure the safety and security of the samples or products to be tested by Prosemi and cannot rely on Prosemi’s advice, whether requested or not, for this purpose. The Client must inform Prosemi in writing in advance of any known hazards or potential dangers associated with an order, samples, products, or testing. Examples include but are not limited to the presence or risk of radiation, toxic or harmful materials, explosives, environmental pollution, or poisons. The Client warrants to Prosemi that it has procured all necessary licences, permits, consents, registrations, and authorizations for the Client to possess such hazardous or dangerous samples or products and for Prosemi to receive, handle, use, store and dispose the same for the purposes of this Contract.
- Samples or products will be retained by Prosemi for a maximum of one month, or for a shorter time if necessary due to the sample's nature. Samples or products will either be returned to the Client or disposed of at Prosemi’s discretion. If samples or products are requested to be stored with Prosemi for more than one month, the Client will be charged a storage fee. Additionally, in any event, the Client will be billed for handling, freight, delivery, and insurance costs if the samples or products are returned to the Client, or disposal charges if the samples or products are disposed of. The Client hereby grants Prosemi absolute discretion to handle, use, store and dispose the samples or products as Prosemi deems fit for the purposes of providing the goods and services under this Contract.
- Prosemi shall not be liable for delays in delivery or for failure to perform under this Contract due to events, circumstances or causes beyond its reasonable control (including without limitation, customs examination, loss, or delay by common carrier, acts of God, quarantine restrictions, industrial disturbances, accident of human or machinery or equipment), or due to the Client’s failure to fulfil any of its obligations under this Contract. In such event, Prosemi has the option to either extend the performance period in line with the delay or terminate this Contract at its sole discretion. In the event of any delay, the contractual date of delivery shall, if elected by Prosemi, be extended for a period equal to the time lost because of the delay without penalty to Prosemi. In the event of any termination of this Contract, any unpaid amounts owed by the Client to Prosemi for goods or services delivered by Prosemi up to the date of such termination shall immediately become due and payable. Termination of this Contract shall not affect any accrued rights or liabilities of the parties, or any provision herein which is expressly or by implication intended to continue after such termination.
- These General Terms and Conditions of Business (referred to as the "Contract") are applicable to all goods or services provided by Prosemi Pte. Ltd. (referred to as "Prosemi").
- Prosemi may provide goods or services to organizations (whether private, public, or governmental) who provide instructions (referred to as the "Client").
- Goods or services provided by Prosemi to the Client are sold only on the terms and conditions stated herein. Notwithstanding any terms or conditions in any other document of Prosemi, the information and conditions in this Contract shall prevail over Prosemi and the Client. If this Contract is not earlier formed by mutual agreement between Prosemi and the Client, acceptance of any goods or services by the Client shall constitute acceptance by the Client of the terms and conditions stated herein.
- The Client agrees to this Contract and current prices of the goods or services at the time of placing an order. All orders shall be subject to this Contract. Deviating terms and conditions of business from any individual Client will not be accepted.
- Any statements made by Prosemi’s employees or authorized experts will only be binding if confirmed in writing by a director of Prosemi. This includes any changes or additions to this Contract. No variation of this Contract shall be effective unless it is agreed in writing and signed by Prosemi and the Client (or their authorised representatives).
- If the Client does not provide prior written instructions to Prosemi, no other party is authorized to give instructions regarding the goods or services (including the delivery of any reports of findings). The Client grants Prosemi permission to deliver reports of findings to a third party if instructed to do so by the Client or if it is implied by the circumstances, trade custom, usage, or practice, at the discretion of Prosemi. This permission is irrevocable.
- If any provision of this Contract is held to be invalid, illegal, unconscionable, or unenforceable, that provision will be considered separable from the remaining provisions of this Contract, will be reformed, and enforced to the extent that it is valid and lawful, and will not affect the validity, legality, or enforceability of any other provisions of this Contract. Nothing in this Contract, neither express or implied, is intended or should be construed to confer upon, or grant to, any person, except Prosemi and the Client, any claim, right, or remedy under it.