Ciba (Singapore) Pte. Ltd. (Co. Reg. No. 197100846H)
General Terms of Sale

1. Exclusive Validity

The present Terms of Sale apply to all sales of Ciba (Singapore) Pte Ltd, (“Ciba”). Conflicting or additional terms or stipulations in purchaser’s general conditions shall be void unless they have been expressly agreed in writing. However, terms and conditions agreed under a duly executed supply agreement or under L/C shall prevail over the present Terms of Sale.

2. Force Majeure

Ciba is not responsible for any non-fulfillment of its obligations resulting from a force majeure event which shall mean any and all circumstances which Ciba cannot prevent despite using due care, including, but not limited to Acts of God, war or warlike events, explosion, fire, strike, boycott and acts or omissions to act by authorities.

3. Terms of Payment

Unless otherwise specified in writing, all invoices are to be paid within thirty days of the date of invoice in the currency stated on the invoice and without deductions of any kind.  Ciba reserves the right to charge administrative fees on overdue accounts.  Bank expenses will be charged on the purchaser. Notification of defects does not exempt the purchaser from payment on the due date.

4. Date of Delivery

The agreed delivery date is based on the conditions at the time the order is placed and under the assumption of normal supply and manufacturing conditions. Ciba is not responsible for delays in the supply of goods unless caused by gross negligence or willful misconduct of Ciba.  In the case of special customer specifications the risk of delays in delivery resulting from failure to meet such specifications must be borne by the customer.

5. Warranty and Liability

Ciba warrants that the goods conform to the Ciba specification. All other warranties, implied or express, including without limitation any warranties of merchantability or of fitness for any purpose, are excluded. Defects must be notified and specified in writing within ten days of receipt of the goods. If notified in good time, Ciba shall replace the defective goods with goods of the same type conforming to specification, thereby freeing Ciba from any further claim or liability. Ciba is not responsible for damage resulting from faulty usage, storage or alteration of the goods by the purchaser or by third parties.

In no event shall Ciba be liable for any consequential or indirect damages such as loss of use, loss of business, loss of profit, or additional cost of financing. Except for claims for personal injury, no claim, whether in contract, for breach of warranty, in tort, or on any other legal basis or theory, shall exceed the value of the goods giving raise to the claim.

6. Technical Assistance

Technical assistance is based on the current state of our knowledge. Notwithstanding any recommendations, the purchaser must satisfy himself that the goods as supplied by Ciba are suitable for his intended process or purpose. Since Ciba cannot control the application, use or processing of the goods, Ciba cannot accept responsibility therefore.  The purchaser shall ensure that the intended use of the goods will not infringe any third party’s intellectual property rights.

7. Applicable Law and Jurisdiction

The present Terms of Sale and this sale contract shall be construed and have effect in all respects in accordance with the laws of Singapore with the exclusion of the UN Convention on Contracts for the International Sale of Goods. The purchaser unconditionally and irrevocably submits to the exclusive jurisdiction of the competent courts of Singapore.