1. Definitions.  Unless Seller otherwise agrees:

"Buyer" means the individual or entity to which Seller is selling Products under the Contract.

"Contract" means the Order by Buyer and accepted by Seller for the sale of Products, together with these Terms and Conditions and any other documents incorporated therein by reference by Seller.

“Contract Price” means the agreed amount stated in the Contract for the sale of Products, including adjustments (if any) in accordance with the Contract.

“Products” means all products, parts, materials, supplies, and other goods Seller has agreed to supply to Buyer under the Contract.

“Seller” means Nihon Coating Asia-Pacific Pte Ltd.

“Terms and Conditions” means these Terms and Conditions for Sale of Products.

2. Delivery; Title and Risk of Loss.

2.1 Seller shall deliver Products to Buyer per the terms stated in the accepted Order. Buyer shall pay all delivery costs and charges or reimburse Seller therefor unless otherwise stated in the accepted Order.  If Products delivered do not correspond in quantity, type, or price to those itemized in Order, Buyer will so notify Seller in writing within seven (7) days after delivery of the shipment to Buyer.  Delivery times are approximate.  Failure to deliver Products by any such time shall not entitle Buyer to rescind the Order, to terminate the Contract, or to any compensation or damages of any kind.

2.2 Title and risk of loss to Products shall pass to Buyer upon delivery.

3.  Excusable Delays. Seller shall not be liable nor in breach or default of its obligations under the Contract to the extent performance of such obligations is delayed or prevented, directly or indirectly, due to causes beyond its reasonable control, including, but not limited to, acts of God, fire, terrorism, war (declared or undeclared), epidemics, pandemics, quarantines, insurrection, acts (or omissions) of Buyer or Buyer’s suppliers or agents, any act (or omission) by any governmental authority, strikes, labour disputes, accidents, transportation or logistics shortages or delays, shortage of or inability to obtain materials or components, supplier or vendor non-performance, embargo, or government act.

4. Limited Warranty.

4.1 Seller warrants to Buyer that, during the warranty period, Products shall at the time of shipment conform with Seller’s written specifications for such Products.  Any items not manufactured by Seller shall carry only the warranty that the original manufacturers provide, and Seller gives no warranty on behalf of the manufacturers of such items.

4.2 Unless otherwise stated in the Contract, the warranty period for Products shall commence upon delivery and end  1 month thereafter.

4.3 If Products do not meet the above warranties, Buyer shall promptly notify Seller in writing within ten days after discovery and within the warranty period and shall follow all reasonable instructions of Seller.  Seller shall then replace the defective Products.  If in Seller’s reasonable judgment the Product cannot be replaced, Seller shall refund or credit monies paid by Buyer for that portion of Products that do not meet the above warranties.  Seller shall, at its sole discretion, determine the specifications of any test to determine the presence of a defect.  Seller shall have no liability for defects that arise after the warranty period has expired. 

4.4 These warranties and remedies are conditioned upon the proper storage and use of Products and conformance with the instruction manuals provided by Seller.  Seller does not warrant Products against damage in transit, misuse, negligence, accident, or use against the advice of Seller.

4.5 Section 4 provides the exclusive warranties and remedies for all claims based on the failure of or defect in Products, whether the failure or defect arises before, during or after the applicable warranty period and whether a claim, however described, is based on contract, warranty, indemnity, tort, or extra contractual liability (including negligence), strict liability or otherwise.  SELLER HEREBY DISCLAIMS (AND BY ACCEPTING THE PRODUCTS, BUYER HEREBY WAIVES) ANY AND ALL OTHER STATUTORY, EXPRESS OR IMPLIED WARRANTIES, REMEDIES OR CONDITIONS WITH RESPECT TO THE PRODUCTS INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS, WARRANTIES OF NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR ANY OTHER EXPRESS, STATUTORY OR IMPLIED WARRANTY OF ANY KIND ARISING OUT OF THE SALE, DELIVERY, USE OR PERFORMANCE OF THE PRODUCTS OR ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

5. Limitation of Liability.

5.1 The total liability of Seller for all claims arising out of or relating to the performance or breach of the Contract or any Products shall not exceed the Contract Price. Seller’s liability shall terminate upon the expiration of the applicable warranty period.      

5.2 SELLER SHALL NOT BE LIABLE FOR LOSS OF PROFIT OR REVENUES, LOSS OF PRODUCT, LOSS OF USE OF PRODUCTS OR SERVICES OR ANY ASSOCIATED EQUIPMENT, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, DAMAGE TO REPUTATION, COST OF CAPITAL, COST OF COVER OR REPLACEMENT, DOWNTIME COSTS, CLAIMS OF BUYER’S CUSTOMERS FOR SUCH DAMAGES, OR FOR ANY OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES HOWEVER CAUSED.

6.  Dispute Resolution, Governing Law.

6.1 The parties agree that any dispute arising out of or in connection with the Contract must be brought before and determined by the Singapore courts     . Each party submits to and accepts generally and unconditionally the exclusive jurisdiction of the       Singapore courts. In addition, Buyer expressly agrees and acknowledges that it irrevocably submits to the exclusive jurisdiction of the Singapore courts, regardless of its place of incorporation, principal place of business, residence, or nationality, and waives any objection based on forum non conveniens or any similar grounds.

6.2 The validity, performance and all matters relating to the interpretation and effect of the Contract and all further documents executed pursuant to it shall be construed and interpreted in accordance with the laws, excluding the rules on the conflict or choice of laws, of the Republic of Singapore     .

7. Indemnification. Buyer shall indemnify, defend, and hold harmless Seller and its shareholders, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, causes of action, demands, judgments and expenses (including, without limitation, consultant and expert expenses, court costs, and reasonable attorneys’ fees) arising out of or relating to (a) the negligence of Buyer, or its employees, agents, or contractors; or (b) Buyer’s breach of the Contract.

8. Intellectual Property. Seller shall retain ownership of all confidential information and intellectual property it had prior to the Contract.  All intellectual property conceived, created, or provided by Seller, whether alone or with any contribution from any other person or entity, shall be owned exclusively by Seller.  Nothing in this Contract shall be deemed to grant a license directly or by implication, estoppel, or otherwise, to any such intellectual property to Buyer.

9.  General.

     .If any provision of this Contract is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in any respect, such provision shall be severed to the extent of such illegality, invalidity or unenforceability, and the remainder of this Contract shall continue in full force and effect. The parties shall use their best efforts to agree upon a valid and enforceable provision that achieves the same or a substantially similar practical, economic and/or commercial effect.