1.General 

1.1 Any delivery of goods and services by SIMTRUM PTE. LTD.(abbreviated as SIMTRUM) as the seller to the customer shall be subject to the Terms and Conditions set forth herein to the extent no other agreements have been explicitly made. The Customer’s general terms and conditions that are inconsistent with the Terms and Conditions set forth herein shall only be applicable to the extent Supplier has explicitly approved in writing. 

1.2 These General Conditions shall apply in addition to and form part of the agreement (the “Contract”) in writing between the parties, including agreed amendments and additions in writing to the said documents.

1.3 In case of conflicts between these General Conditions and other elements of the Contract, these General Conditions shall supersede. 

2.Validity of Quotations

2.1 For quotations from SIMTRUM unless otherwise specified by SIMTRUM or the quotation is withdrawn earlier, the validity period of the quotation is 30 days from the date of issuance.

3.Conclusion of contract 

3.1 SIMTRUM’s quotations are estimates without legal implications. No rights can be derived from statements or pictures appearing in catalogues, websites, folders, promotional literature and the like. Oral statements are binding only if confirmed by SIMTRUM in writing.

3.2 When the Customer wishes to place an order for ’s goods (“Goods”), software (“Software”) or services (“Services”), it shall submit an order form to SIMTRUM Such order shall be treated as an offer by the Customer to contract with SIMTRUM, but shall not be binding on SIMTRUM until accepted in accordance with clause

3.3 If SIMTRUM, at its discretion, accepts the Customer’s order, it shall issue an order confirmation to the Customer. The contract is concluded upon the issuance of such order confirmation or conclusively (by means of SIMTRUM’s performance). Oral or written statements shall only be binding, if expressly confirmed in the order confirmation.

3.4  Amendments of or additions to the contract require SIMTRUM’s written consent. Orders, order confirmations as well as amendments to them and other written confirmations are also valid if submitted electronically.

4.Prices 

4.1 All prices are quoted as net prices and do not include value added tax, which is to be paid additionally by the Customer in the amount specified by applicable law.  

4.2 Unless otherwise expressly agreed, the prices are quoted ex works of the SIMTRUM using these Terms and Conditions. The Customer shall bear all additional freight costs, packing costs in excess of standard packing, public fees (including withholding taxes) and duties.

5.Payment

5.1 Unless agreed otherwise for a specific contract, the Customer shall effect 100% of the payment to SIMTRUM in advance. Payments shall be made by bank transfer to one of SIMTRUM’s bank accounts free of charges for SIMTRUM.

5.2 The customer may not withhold or retain payments or other obligations or offset them against any amount due to SIMTRUM.

6.Delivery

6.1 Any agreed trade term shall be construed in accordance with the INCOTERMS®.General Terms and Conditions

6.2 Delivery periods shall only be binding if expressly agreed in writing. Delivery periods shall begin on the date of the order confirmation by SIMTRUM, however, in no case prior to settlement of all details relating to an order including the furnishing of any required official certificates. Delivery periods shall be deemed to be met on time if the goods cannot be dispatched in time through no fault of SIMTRUM. 

6.3 With respect to delivery periods and dates, which are not expressly defined as fixed in the order confirmation, the Customer may - two weeks after expiry of such a delivery period or date- set an adequate grace period for delivery. SIMTRUM may only be deemed to be in default after expiry of such a grace period. 

6.4 SIMTRUM reserves the right to carry out a delivery using its own delivery organization. 

6.5 SIMTRUM shall not be deemed as being in breach of a contract nor liable for any failure or delay in performance of any of its obligations and the delivery time shall be extended accordingly in case of unforeseeable circumstances or circumstances beyond the parties’ control, which impede compliance with the agreed delivery time, including but not limited to fire, flood, earthquake, windstorm or other natural disaster, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions; terrorist attack, civil war, civil commotion or riots; nuclear, chemical or biological contamination or sonic boom; labor disputes; voluntary or mandatory compliance with any law; accidental damage; loss at sea; adverse weather conditions; shortage of raw materials; loss of major SIMTRUMs; interruption or failure of utility service, including but not limited to electric power, gas or water, delays in transport or customs clearance, damages in transit; regardless if they affect SIMTRUM or any of its subcontractors. 

7.Shipment, Passing of Risk 

7.1 Unless otherwise expressly agreed, shipment shall always be carried out at the Customer's risk. The risk shall pass to the Customer as soon as the goods have been handed over to the person executing the shipment. 

7.2 If a shipment is delayed for reasons to be attributed to the Customer, the risk of accidental deterioration, loss and destruction shall pass to the Customer on notification of SIMTRUM’s readiness to ship. 

7.3 If the Customer defaults in accepting, SIMTRUM shall be entitled to claim refund of any expenditure associated therewith and the risk of accidental deterioration, loss and destruction shall pass to the Customer.

8.Retention of Title

8.1 Delivered goods shall fully remain property of SIMTRUM (goods sold subject to retention of title) until all receivables, on whatever legal grounds, have been fully paid up.

9.Software Rights 

9.1 Software programs will fully remain the property of SIMTRUM. No program, documentation or subsequent upgrade thereof may be disclosed to any third party, without the prior written consent by SIMTRUM, nor may they be copied or otherwise duplicated, even for the Customer's internal needs apart from a single back-up copy for safety purposes. 

9.2 The Customer is granted a non-exclusive, non-assignable right to use the software, including any related documentation and updates, for no other purpose than that of operating the product, for which such software is intended. For programs and documentation created and delivered at the Customer's request, SIMTRUM shall grant the Customer single end user licences for nonexclusive non-assignable exploitation. 

10. Intellectual property rights

10.1 No rights in relation to SIMTRUM’s existing or future intellectual property rights (which include copyright, database rights, topography rights, design rights, trade marks, patents, domain names and any other intellectual property rights of a similar nature, whether or not registered, subsisting anywhere in the world in or associated with its Goods) are granted or conferred to the Customer.

10.2 The Customer shall indemnify and hold harmless SIMTRUM from any claims, damages or losses arising out of or in connection with any infringement of industrial property rights of any design data, design drawings, models or other specifications provided by the Customer. 

11. Warranty

11.1 The goods claimed to be defective shall be returned to SIMTRUM for examination in their original or equivalent packaging. SIMTRUM shall remedy defects if the warranty claim is valid and within the warranty period.

11.2 The Customer shall be entitled to rescind the contract or reduce the contract price in accordance with his statutory rights, however, the Customer shall not be entitled to rescind the contract or to reduce the contract price, unless the Customer has previously given SIMTRUM twice a reasonable period to remedy the defect which SIMTRUM has failed to observe. Customer shall be liable for any intentional or negligent actions that cause destruction or loss of the goods as well as for failure to derive benefits from the goods. 

11.3 Unless limits for variations have expressly been agreed in the order confirmation, such variations shall be admissible that are customary within the trade.

11.4 Any warranty shall be void if operating instructions are not observed, if changes are made to deliveries or services, if parts are replaced, unless the Customer can show that the defect in question resulted from another cause.  

11.5 The limitation period for claims for defects shall be 12 months.

12.Export control regulations 

12.1 The Customer acknowledges and agrees that any delivery made by SIMTRUM is subject to and the Customer is obliged to comply with all applicable export control regulations.  

12.2 The Customer may not resell, (re)export or otherwise transfer any Goods of SIMTRUM in violation of applicable export control regulations and shall be liable to and keep indemnified and hold harmless SIMTRUM from any claim arising out of the breach of this provision.