These Terms and Conditions (“Terms”) govern the sale of products (“Products”) by Shape Optics Technologies Pte Ltd (“ShapeOptics”). They override any conflicting or additional terms from the Customer. Acceptance is limited to these Terms. The commencement of performance or delivery does not constitute acceptance of other terms.
1. Performance
ShapeOptics reviews all orders. Management may accept or decline any order at its discretion.
2. Orders
a. Issuing a purchase order or submitting an online order confirms acceptance of these Terms, regardless of inconsistent terms in the Customer’s purchase order.
b. Orders cannot be canceled without a cancellation fee covering all costs incurred up to the notice date and applicable overhead.
c. Certain Products may have minimum order quantities.
3. Pricing
a. Prices may change. ShapeOptics will notify the Customer before implementing adjustments. Special packaging may incur additional fees.
b. Quoted prices exclude GST and other applicable governmental charges.
c. ShapeOptics may revise prices due to currency fluctuations.
4. Taxes and Customs
a. GST applies to shipments within Singapore unless a valid exemption certificate is provided.
b. Customers are responsible for taxes, customs duties, brokerage fees, and international shipment charges.
5. Shipment
a. Prices are EXWORKS (ShapeOptics, Singapore) unless stated otherwise.
b. Delivery occurs once the Products are handed to the carrier, transferring all risk to the Customer.
6. Design and Tooling
a. ShapeOptics retains ownership of all custom designs, drawings, tooling, or fixtures unless agreed otherwise.
b. Customers paying in full for design NRE receive a royalty-free, non-exclusive, non-transferable license to use the design.
7. Inspection and Acceptance
a. Customers must inspect Products upon receipt.
b. Products are deemed accepted unless the Customer reports defects in writing within 30 days and returns the Products within 60 days.
8. Payment
a. Payment is due 30 days from the invoice date unless agreed otherwise. Late payments incur 1.5% interest per month or the legal maximum.
b. ShapeOptics retains a security interest until full payment.
9. Warranty
a. ShapeOptics warrants that Products meet agreed specifications.
b. The warranty excludes damage from misuse, accidents, improper handling, unauthorized repairs, or non-compliance.
c. These warranties supersede all other warranties, including merchantability and fitness for purpose.
10. Limitation of Liability
ShapeOptics’ total liability will not exceed the total amount paid for the Products giving rise to the claim.
11. Force Majeure
Neither party is liable for delays or failures due to causes beyond reasonable control, such as natural disasters, war, labor disputes, equipment failures, supply chain disruptions, or government actions.
12. Governing Law
These Terms follow Singapore law. Any disputes fall under the exclusive jurisdiction of Singapore courts.
13. Entire Agreement
These Terms constitute the full agreement and replace all prior proposals, agreements, negotiations, and understandings relating to Product sales.
