SCI’s Terms and Conditions (Global)
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TERMS AND CONDITIONS OF SALE (GLOBAL)
The sale of products and services (“Products”) by Supreme Components International PTE. LTD (SCI) and its divisions, subsidiaries, and affiliates (“Supreme”) to a customer (“Customer”) are subject to these terms and conditions (“Agreement”) regardless of other terms or conditions in any purchase order, document, or other communication of Customer (“Order”). SCI objects to such other terms. This Agreement may only be modified in writing signed by authorized representatives of both SCI and Customer.
1. ORDER
Unless otherwise stated on the quote, SCI quotes are subject to change at any time without notice. All Orders are subject to acceptance by SCI. Contracts between Customer and SCI are formed upon SCI’s written acceptance. All Orders for Products that SCI identifies as non-standard or “NCNR” are non-cancelable, non-returnable, and non-reschedulable. SCI may identify Products as non-standard or “NCNR” by various means including but not limited to quotes, Products lists, attachments, exhibits, Sales Orders, Proforma Invoices, or invoices. Customer may not change, cancel, or reschedule Orders for non-standard or non-NCNR Products without SCI’s consent. SCI reserves the right to allocate the sale of Products among its customers.
2. PRICES
Unless otherwise stated on SCI’s proposal, quote or invoice, prices are for Products only and do not include taxes, freight, duties, tariffs or any other charges or fees for additional services or expenses, including but not limited to inventory financing charges, increased freight charges, increased operating expenses, and costs incurred in holding customer inventory more than 30 days beyond the scheduled delivery date (collectively, “Additional Fees”). Unless otherwise stated on SCI’s proposal, quote or invoice, Customer is responsible for any and all Additional Fees. Prices are subject to change due to a supplier’s price increase, change in exchange rate or quoting errors. The price of Products shipped on or after the effective date of any price increase will be at the price in effect at the time of shipment.
3. TERMS OF PAYMENT
Payment is due as stated on SCI’s invoice without offset or any deduction for withholding taxes or any other reason. On any past due invoice, SCI may charge interest from the payment due date to the date of payment at eighteen percent (18) percent per annum or the maximum amount allowed by applicable law, plus reasonable attorneys’ fees and collection costs. At any time, SCI may change the terms of Customer’s credit. SCI may apply payments to any of Customer’s accounts. SCI reserves the right to modify any payment terms prior to shipment, require payment in advance, or delay, reschedule or cancel any shipment or order for any reason (including Customer’s creditworthiness). If Customer defaults on any payment, SCI may declare all outstanding invoices due and payable immediately. Unless otherwise provided by applicable law, Customer credits provided by SCI will expire if unused within six (06) months.
4. DELIVERY
Unless otherwise stated by SCI in writing, all SCI deliveries shall come from one of SCI’s warehouses ex-works. SCI’s delivery dates are estimates only and subject to SCI’s timely receipt of supplies. SCI shall not be responsible or liable for any costs, losses or damages arising out of or related to: (i) any failure to deliver Products within the time prescribed; therefore, (ii) delay in delivery; (iii) partial delivery; or (iv) early delivery. Customer shall accept Products notwithstanding delayed, partial or early delivery. Customer may not cancel any other Orders based on delayed delivery of any part of an Order.
5. WARRANTY
Customer acknowledges that SCI is not the manufacturer of the Products. SCI shall pass through to Customer any transferable Product warranties, indemnities, and remedies provided to SCI by the manufacturer, including those for intellectual property infringement, if any, to the extent it is permitted to do so. If required by law, SCI warrants that at the time of delivery, Products will conform to the specifications stated by the manufacturer in its published data sheet for the Products.
Customer must file any warranty claim within twelve (12) months of delivery of the non-conforming Products based on SCI’s official franchise lines.
6. PRODUCT RETURN
- Customer may return Products to SCI only with a return material authorization (“RMA”) number issued by SCI.
- An RMA shall be issued by SCI subject to the following:
- Returns for Visual Defect: SCI Receipt of written notice of any damage to outer packaging, damage to Products, shortage of Products, or other discrepancy (“Visual Defect”) within three (3) business days after receipt of the shipment; otherwise, Customer is deemed to have accepted the Products.
- Returns for Product Warranty: SCI receipt of written notice stating the specific Product defect within the warranty period.
- The defect notified under (i) or (ii) was caused solely by SCI or the original manufacturer.
- The defect notified under (i) or (ii) is not damage, shortage, or other discrepancy created by Customer, a carrier, a freight provider or any third party.
- Customer must return the Products to SCI in compliance with instructions in the RMA provided by SCI. and
- SCI’s assessment of returned Products confirms eligibility for return under this section.
- SCI may return Products not eligible for return under this section to Customer on a freight collect basis or hold such Products for Customer’s collection and account at Customer’s expense.
7. LIMITATION OF LIABILITY
In any action under or relating to this Agreement, whether based in contract, warranty, tort (including negligence) or any other legal theory, SCI shall not be liable for any indirect, special, incidental, punitive or consequential damages, including loss of profits, loss of revenue, loss of data, loss of use, rework, repair, manufacturing expense, costs of product recall, injury to reputation or loss of customers even if SCI has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any remedy in this Agreement. In no event shall SCI’s liability arising out of or in connection with this Agreement exceed the total amount paid to SCI for the specific Products at issue. To the extent SCI cannot lawfully disclaim any implied or statutory warranties, Customer’s statutory warranty rights are not affected by this limitation of liability.
8. FORCES BEYOND SCI'S CONTROL
SCI will not be in breach of this Agreement and will not be liable for failure to fulfill its obligations under this Agreement, if any such failure or delay is due to or arising out of any legal theory of force majeure, an act of nature, act or omission of Customer, act of a governmental authority, including laws, regulations, orders or decrees, operational disruptions, man-made or natural disaster, epidemic, pandemic, shortage of labor, energy, fuel, materials or Products, strike, labor action, criminal act, war, terrorism, civil unrest, delay in delivery or transportation, inability to obtain labor, materials or Products through regular sources, communication or power failures, Act of God, or any cause beyond its reasonable control.
9. USE OF PRODUCTS
Customer shall comply with the manufacturer’s Product specifications. Products are not authorized for use in life support systems, human implantation, nuclear facilities, or any other application where Product failure could lead to loss of life or property damage. If Customer uses or sells the Products for use in such applications or fails to comply with the manufacturer’s Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer’s sole risk. Customer shall indemnify, defend and hold SCI harmless from any claims resulting from or arising out of:
- SCI’s compliance with Customer’s designs, specifications, or instructions.
- Modification of any Product by a party other than SCI.
- Use of Products in combination with other products.
- Use of Products not authorized as described above; or
- Use of Products and related technology in chemical, biological or nuclear weapons, rocket systems (including ballistic missile systems, space launch vehicles and sounding rockets) or unmanned air vehicles capable of delivering same, or in the development of any weapons of mass destruction.
10. EXPORT CONTROL
Certain Products and related technology (“Items”) sold by SCI are subject to export control regulations of Singapore, the United States, the European Union, Japan, and/or other countries, excluding boycott laws (“Export Laws”). Customer shall comply with such Export Laws and obtain any license, or permit or other approval required to transfer, export, re-export or import the Items. Customer acknowledges that related technology consists of “Technical Data” and “Technical Assistance”. Technical Data may be in the form of blueprints, plans, diagrams, models, tables, engineering, design and specifications, manuals and instructions written or recorded on media or devices such as disk, tape, or read-only memories. Technical Assistance may be in the form of instructions, skills training, working knowledge, or consulting services. Customer shall not directly or indirectly export, re-export, or transfer (or cause to be exported, re-exported, or transferred) any Items to any country, jurisdiction, individual, corporation, organization, or entity to which such export, re-export, or transfer is restricted or prohibited by Export Laws, including sanctions or embargoes administered by the Singapore Government, United States Government, the European Union, Japan or by any other applicable government authority. All goods loaned/gifted/purchased/received (directly/indirectly) from SCI will not be used in relation to nuclear, biological or chemical weapons, or missiles capable of delivering these weapons pertaining to Military End-Use(activities that support or contribute to the operation, installation, maintenance, repair, overhaul, refurbishing, development, or production, of items described on the U.S. Munitions List ( 22 CFR § 121.1) or classified under Export Control Classification Numbers (“ECCNs”) ending in ‘‘A018’’ or “600 series’’ ECCNs (Supp. No. 1 to 15 C.F.R. §774)).
11. ELECTRONIC ORDERS
If any part of the purchase and sale of Products, including Customer’s NCNR acknowledgment or demand forecast, uses EDI, Customer’s internal portal, third party portal or any other electronic means (“Electronic Purchase Order”), this Agreement will continue to apply to the purchase and sale of Products between Customer and SCI. Customer’s acceptance of SCI’s acknowledgment request or SCI’s specification of details with respect to Electronic Purchase Orders via writing, email or other EDI is binding on Customer.
12. CONFIDENTIALITY
Customer shall treat all business and trade secrets as well as confidential information of which it becomes aware within the scope of this contractual relationship as strictly confidential. This obligation shall apply both during the term of this Agreement and after its termination. Business and trade secrets as well as confidential information shall include all information that is clearly marked as such or is to be regarded as confidential due to other circumstances, including, but not limited to, technical data, know-how, business plans, customer lists, price calculations and marketing strategies. The Customer may not disclose the confidential information in whole or in part to third parties or use it for purposes other than those contractually agreed without the prior written consent of SCI. Customer shall take appropriate measures to maintain the confidentiality of the information and to prevent unauthorized access, use or disclosure. In the event of a breach of this confidentiality obligation, Customer is obliged to inform SCI and to take all necessary measures to prevent further damage.
13. PREVAILING LANGUAGE
These terms and conditions are drawn up in the English language and translated in other languages. The translations of these terms and conditions found on this website are strictly for information purposes. In the event of any inconsistency or conflict between this official English version and any other language translation, this English version shall take precedence.
14. GENERAL
This Agreement shall be governed, construed, and enforced in accordance with the laws of the country where the SCI entity that accepted Customer’s Order (“Governing Country”) is located without reference to the conflict of laws principles. The courts of the Governing Country shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement. Each party consents to the exercise by any such court of personal jurisdiction over them and each party waives any objection it might otherwise have to venue, personal jurisdiction, inconvenience of forum, and any similar or related doctrine. Each party hereby waives to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement. THE PROVISIONS OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS AGREEMENT.
- Customer may not assign this Agreement or any right or obligation hereunder without SCI’s prior written consent. SCI’s affiliates may perform SCI’s obligations under this Agreement.
- If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law. The unenforceability or invalidity of any term or condition will not affect the remainder of the terms or conditions.
- Products, including Software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and user licenses, and Customer shall comply with such rights.
- Products, including Software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and user licenses, and Customer shall comply with such rights.
- The parties agree that electronic signatures may be used for all purposes under this Agreement and shall be legally valid, effective, and enforceable for all purposes hereunder.
- Product information (for example, statements or advice (technical or otherwise) advertisement content, and information related to a Product’s specifications, features, export/import control classifications, uses or conformance with legal or other requirements) is provided by SCI on an “AS IS” basis and does not form a part of the properties of the Product. SCI makes no representation as to the accuracy or completeness of the Product information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION. SCI recommends Customer validate any Product Information before using or acting on such information. All Product information is subject to change without notice. SCI is not responsible for typographical or other errors or omissions in Product information. SCI employees, representatives and/or agents have no authority to make any representations regarding Products other than those specified in this Agreement or a signed written amendment hereto. SCI shall have no liability for any representation or information that is not a part of this Agreement.
TERMS AND CONDITIONS OF PURCHASE
These Terms and Conditions of Purchase (“Agreement”) govern the purchase of products and services (“Products”) by Supreme Components International PTE. LTD (“SCI”) and its divisions, subsidiaries, and affiliates (“Buyer”) from a seller, supplier, or vendor (“Seller”). The seller’s acceptance of a purchase order (“Order”) from Buyer constitutes acceptance of these terms. Any deviation from these terms must be agreed upon in writing by an authorized representative of Buyer.
1. ACCEPTANCE & ORDER TERMS
- This Agreement applies to all Orders issued by Buyer. Any terms proposed by Seller that are inconsistent with or additional to this Agreement are hereby rejected unless specifically agreed to in writing by Buyer.
- Orders are binding only upon Buyer’s written acceptance. Buyer reserves the right to cancel or modify Orders before shipment.
- Orders for non-cancelable, non-returnable (NCNR) Products are subject to prior agreement and must be confirmed by Seller in writing before fulfillment.
2. PRICE & PAYMENT TERMS
- Prices are as stated in Buyer’s Order and include all costs such as packaging, taxes, duties, insurance, and freight, unless otherwise agreed upon.
- Invoices must reference the Order number and provide complete details of the purchased Products.
- Buyer shall pay undisputed invoices per the agreed payment terms.
- Buyer reserves the right to offset any amounts owed by Seller against payments due.
- Buyer may change Seller’s credit terms or require advance payment at its discretion.
3. DELIVERY & RISK OF LOSS
Time is of the essence. Products must be delivered as per the delivery schedule stated in the Order. Early, late, partial, or excess shipments require prior written approval.
Buyer reserves the right to reject and return unauthorized shipments at Seller’s expense.
Risk of loss or damage remains with Seller until Buyer takes possession at the designated delivery point.
Seller must provide a detailed packing list with each shipment, including Order number, part numbers, and quantity.
4. INSPECTION & REJECTION
Buyer reserves the right to inspect all Products upon receipt. If non-conforming or defective Products are found, Buyer may reject and return them at Seller’s expense.
If Buyer discovers defects after acceptance, Buyer may seek remedies including a refund, replacement, or credit.
If a shipment is rejected due to failure to meet quality requirements, Seller shall be liable for all related costs, including freight, handling, and rework.
5. WARRANTY
- Seller warrants that all Products are new, unused, original, free from defects in materials and workmanship, and conform to applicable specifications, industry standards, and regulatory requirements.
- Seller warrants that Products are authentic and traceable to the original manufacturer. Seller must provide Certificates of Conformance (CoC) upon request.
- Seller shall indemnify and hold Buyer harmless from any loss, damages, or claims resulting from defective Products.
6. COUNTERFEIT PRODUCT PREVENTION
- Seller shall take all reasonable measures to prevent counterfeit components from entering the supply chain.
- If Buyer determines a Product to be counterfeit, Buyer reserves the right to confiscate or destroy the material at Seller’s expense.
- Seller must fully refund the purchase value and cover the cost of counterfeit Product disposal.
- Buyer may report counterfeit incidents to relevant authorities, industry bodies, and regulatory agencies.
7. COMPLIANCE WITH LAWS & EXPORT REGULATIONS
Certain Products and related technology (“Items”) sold by SCI are subject to import control regulations of Singapore, the United States, the European Union, Japan, and/or other countries, excluding boycott laws (“Export Laws”). Seller shall comply with such Export Laws and obtain any license, or permit or other approval required to transfer, export, re-export or import the Items. Seller acknowledges that related technology consists of “Technical Data” and “Technical Assistance”. Technical Data may be in the form of blueprints, plans, diagrams, models, tables, engineering, design and specifications, manuals and instructions written or recorded on media or devices such as disk, tape, or read-only memories. Technical Assistance may be in the form of instructions, skills training, working knowledge, or consulting services. Seller shall not directly or indirectly export, re-export, or transfer (or cause to be exported, re-exported, or transferred) any Items to any country, jurisdiction, individual, corporation, organization, or entity to which such export, re-export, or transfer is restricted or prohibited by Export Laws, including sanctions or embargoes administered by the Singapore Government, United States Government, the European Union, Japan or by any other applicable government authority.
8. RECORD RETENTION & TRACEABILITY
- Seller must maintain all transaction records, including quality and traceability documentation, for a minimum of five (5) years.
- Upon request, Seller shall provide Buyer with records related to the purchase, including but not limited to certificates of origin, test reports, and compliance documentation.
9. LIABILITY & INDEMNIFICATION
- Seller shall defend, indemnify, and hold Buyer harmless from any claims, liabilities, damages, and expenses resulting from Seller’s breach of this Agreement.
- Buyer shall not be liable for lost profits, indirect, incidental, or consequential damages under any circumstances.
10. FORCE MAJEURE
Neither party shall be liable for failure to fulfill obligations due to circumstances beyond reasonable control, including but not limited to natural disasters, war, labor disputes, or government actions.
11. CONFIDENTIALITY
Seller shall treat all proprietary and confidential information received from Buyer as strictly confidential and shall not disclose such information to third parties without prior written consent.
12. TERMINATION
Buyer may terminate an Order or this Agreement for convenience or cause, including but not limited to:
- Seller’s breach of contract.
- Non-compliance with quality or regulatory requirements.
- Bankruptcy, insolvency, or financial instability of Seller.
13. GOVERNING LAW & DISPUTE RESOLUTION
- This Agreement shall be governed by the laws of the country where the Buyer’s entity issuing the Order is located.
- Any disputes shall be resolved in the courts of the governing jurisdiction, and each party waives the right to a jury trial.
14. GENERAL PROVISIONS
Any modifications to this Agreement must be in writing and signed by both parties.
Seller may not assign its obligations without prior written consent from Buyer.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect.
These Terms and Conditions of Purchase represent the entire agreement between Supreme Components International PTE. LTD and Seller regarding the purchase of Products. By accepting a Purchase Order, Seller agrees to comply with these terms in full.