A1. Application. These terms govern all business with DeepSea Electronics Pte Ltd ("DeepSea"): Part B applies where DeepSea supplies goods or services (quotations, sales orders, invoices, credit notes); Part C applies where DeepSea purchases (purchase orders); Part D applies to both. Terms stated on the face of a document prevail over these terms for that document.
A2. Formation. A contract forms when DeepSea's quotation is accepted, DeepSea confirms an order, or performance begins — whichever is earliest. The other party's standard terms do not apply unless DeepSea accepts them in writing.
B1. Quotations. Quotations are valid for 30 days unless otherwise stated, in the currency stated, and subject to stock/engineer availability at order. Items marked "to be advised" are excluded until confirmed.
B2. Payment. Payment is due in the invoice currency within the stated payment terms (default 30 days). All bank and remittance charges are for the payer's account.
B3. Late payment. Overdue amounts may be subject to a late payment charge of 1.5% per month.
B4. Title and acceptance. Goods remain the property of DeepSea until paid in full. Services are deemed accepted unless disputed in writing within 7 days of the invoice date.
B5. GST. Supplies and services to ocean-going vessels are zero-rated for GST under Singapore GST law where applicable; otherwise prevailing Singapore GST applies.
B6. Credit notes. Credit notes are issued against the referenced invoice/arrangement and offset against current or future amounts due to DeepSea unless a refund is expressly agreed in writing; GST treatment follows the original supply; discrepancies must be raised in writing within 7 days.
C1. Acceptance. Acceptance of a DeepSea Purchase Order ("PO"), in writing or by performance, constitutes acceptance of these terms; the Supplier's own terms do not apply unless expressly accepted by DeepSea in writing.
C2. Price. Prices are fixed in the currency stated on the PO and include packing and everything necessary for conforming delivery, except items expressly stated on the PO face. No surcharge, price adjustment or substitution without DeepSea's prior written approval.
C3. Delivery; time is of the essence. Deliver to the place and by the date stated on the PO. Notify DeepSea immediately of any anticipated delay. Goods frequently serve vessels with fixed port windows: where the PO states a deadline, a missed delivery entitles DeepSea to cancel the affected items without liability and/or return them at the Supplier's cost.
C4. Documentation. Quote the PO number on all invoices, delivery orders, packing lists and packages. Deliver with the goods all applicable certificates (conformity, origin, test), safety data and manuals; delivery is incomplete until the stated documentation is received.
C5. Quality and warranty. Goods shall be new and unused (unless the PO states otherwise) and conform to the agreed specifications and maker part numbers. Warranty: the longer of twelve (12) months from delivery or the manufacturer's standard warranty. Defective or non-conforming goods will be replaced or refunded at the Supplier's cost, including freight both ways.
C6. Inspection. Receipt or payment is not acceptance. DeepSea may reject non-conforming goods within a reasonable period after delivery; rejected goods are returned at the Supplier's risk and cost.
C7. Title and risk. Title and risk pass to DeepSea on delivery at the PO delivery place, or as per the Incoterm stated on the PO face.
C8. Payment. As stated on the PO face; otherwise thirty (30) days from receipt of a valid invoice quoting the PO number and conforming delivery of the goods/services.
C9. Non-circumvention. The Supplier shall not reference DeepSea or the order in any marketing, and shall not directly approach, quote, or solicit any customer, vessel, owner or end-user identified through a DeepSea order, during and after its performance.
C10. Subcontracting and assignment. Not permitted without DeepSea's prior written consent; the Supplier remains fully responsible for any permitted subcontractor.
C11. Cancellation. DeepSea may cancel a PO, wholly or partly, without liability if the Supplier breaches it, becomes insolvent, or fails a stated deadline (C3), without prejudice to DeepSea's other rights and remedies.
D1. Confidentiality. Each party keeps the other's commercial information confidential — including orders, pricing, and any customer, vessel or end-user details identified in the course of business — and uses it only to perform the relevant contract.
D2. Compliance. Each party complies with all applicable laws and regulations, including export control and sanctions, and holds the licences required for its performance.
D3. Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (including port closures, weather, government action), provided the affected party notifies promptly and resumes performance as soon as practicable. Payment obligations are not excused.
D4. Severability and waiver. If any provision is held unenforceable, the remainder stays in force. A failure to enforce any provision is not a waiver of it.
D5. Governing law. All business under these terms is governed by the laws of Singapore; the courts of Singapore have exclusive jurisdiction.
--- DeepSea Electronics Pte Ltd · 2 Bukit Batok Street 24, #09-08 Skytech, Singapore 659480 · info@deepsea-electronics.com · UEN/GST No: 201801713R
