Terms & Conditions

All orders are accepted by Asaiki subject to the Terms and Conditions set out below:

 

1.     General

1.1   All orders for products ("Products") or services ("Services") will be accepted by Asaiki Pte Ltd ("Asaiki") subject to these terms and conditions of sale. Any person who places orders for Products or Services with Asaiki ("Customer") is bound by these terms and conditions. No other terms will apply to the supply of Products and Services by Asaiki unless agreed in writing by an authorised signatory of Asaiki. Customer's purchase order is solely for the purpose of requesting delivery dates, quantities and shipping destinations and instructions. Any provision of Customer's purchase order (or other documents and communications) which is in any way inconsistent with or in addition to the terms and conditions contained herein shall not become part of the contract between Asaiki and Customer or otherwise be binding on Asaiki unless expressly agreed to in writing by Asaiki. Asaiki reserves the right to amend these terms and conditions at any time. The most current version of these terms and conditions can be found at: www.asaiki.net. These terms and conditions, as may be amended from time to time, constitute the entire agreement of the parties with respect to the subject matter hereof and cancel and supersede all prior communications, representations, understandings, agreements and course of dealings. References to the "Asaiki catalogue" include Asaiki's paper catalogue, Asaiki's website and any other catalogue of products published by Asaiki in any medium.

 1.2   Descriptions of the Products and Services in the Asaiki and its manufacturers’ catalogues or otherwise communicated to the Customer are approximate only and shall not form any part of the contract with the Customer. Asaiki shall not be liable to the Customer for any errors or omissions in its catalogue. The advertising of products and services in the Asaiki and its manufacturers’ catalogues is not an offer capable of acceptance, it merely constitutes an invitation by Asaiki for the Customer to make an offer.

 

2.     Prices

2.1   Prices are exclusive of prevailing tax and delivery charges. Asaiki reserves the right to change prices without prior notice at any time. Please visit www.asaiki.net or contact employees of Asaiki at sales@asaiki.net for the latest prices and prices for all quantities.

2.2   For export orders, unless agreed otherwise in writing prices are ex-works Asaiki's premises. Other Incoterms are available and will be charged to the Customer at cost. All export prices exclude the cost of special packaging and all duties, rates, charges, taxes, dues, levies and consular fees imposed in connection with the Products by any country to which the Products are to be delivered.

 

3.     Ordering

3.1   Asaiki reserves the right to decline to trade with any company or person and may decline to accept any order.

3.2   Asaiki may substitute an ordered Product where the Product has been superseded by the latest version. If the Customer confirms telephone, fax, email or internet orders, the confirmation must be marked 'confirmation only' to avoid duplication. If the Customer orders the wrong Product or quantity, or duplicates orders, clause 12 will apply.

3.3   Unless otherwise specified, each tender or quotation given by Asaiki will remain valid for 30 days. A tender or quotation may be withdrawn by Asaiki at any time before acceptance by Asaiki of any order placed with Asaiki.

 

4.     Delivery

4.1   Asaiki will aim to deliver Products in accordance with the Customer's order. The Customer's delivery options for domestic orders, and the prices for them, are set out on Asaiki's website or will be notified to the Customer at the time of order. Delivery will be made to the Customer's usual business address, unless otherwise agreed in writing. The delivery date for export orders will be specified at the time of order, but if no dates or periods are specified delivery shall be made when the Products are available for despatch.

4.2   For domestic orders, the place of delivery shall be the Customer's premises; for export orders delivery shall be ex-works Asaiki's premises (unless agreed otherwise in writing).

4.3   Lead time and dates for delivery quoted in the Asaiki catalogue or by Asaiki's employees are approximate only and Asaiki shall not be liable for the consequences of any delay in delivery. Lead time for delivery shall not be of the essence. Delivery of Products marked in the catalogue as requiring special handling may (because of their nature) take longer to deliver.

4.4   Any reschedule of delivery, Customer has to inform Asaiki in advance by notice in writing. If the reschedule of delivery is not accepted by Asaiki, Customer has to keep to the original delivery date. 

4.5   Partial delivery is allowed only if Customer bears all incurred delivery costs.

4.6   If the Customer does not take delivery of the Products or give Asaiki adequate delivery instructions then Asaiki may without prejudice to any of its other rights or remedies: 

  1. effect delivery of the Products by whatever means it thinks most appropriate at the Customer's risk and expense; or
  2. arrange storage of the Products at the Customer's risk and expense; or
  3. by notice in writing, treat the contract as repudiated.

 

5.     Inspection, Transit Delays and Non-delivery

5.1   The Customer must inspect all Products as soon as reasonably possible after delivery and shall, within 7 days of delivery or, in the case of (iv), the due date for delivery, give written notice to Asaiki of:  

  1. Any defect in a Product that is apparent on reasonable examination. In this case Asaiki shall, at Asaiki's discretion, replace the Product or refund the purchase price.
  2. Any shortfall in Products delivered. In this case Asaiki shall, at its discretion, deliver the undelivered Products or refund the price of the undelivered Products.
  3. Any delivery of Products not in accordance with the order. In this case Asaiki shall, at Asaiki's discretion, replace the Products or refund the purchase price.
  4. Any non-delivery of the Products (in which case the time limit is within 7 days of the estimated despatch date). In this case Asaiki shall deliver the undelivered Products or refund the price of the undelivered Products.

5.2   If the Customer fails to give any such notice, the Customer will be deemed to have accepted the relevant order as being delivered in accordance with the Customer's instructions and to have accepted the Products as being free from all apparent defects.

5.3   The remedies set out above are the Customer's exclusive remedies in the circumstances described in paragraphs (i) to (iv) above. Asaiki shall not be liable for any losses (consequential or otherwise), damages or expenses howsoever caused, whether due to the negligence or otherwise of Asaiki or its servants, agents or sub-contractors.

 

6.     Payment

6.1   If Asaiki has not granted credit to the Customer, payment terms must be made in advance prior to delivery in the following modes:  

  1. PayPal
  2. bank transfer
  3. cheque payment (cheque must be cleared before delivery)

6.2   Credit terms (subject to satisfactory references and Asaiki's absolute discretion) are available. If credit has been granted, the standard credit term is 30 days from invoice date. All payments must be made without any set-off, deduction or counterclaim.

6.3   In the absence of any written agreement to the contrary, payment shall be made:  

  1. bank draft or cheque drawn on a Singapore bank with order (in Singapore dollars or the currency stated on the invoice); or
  2. irrevocable letter of credit if agreed by Asaiki.

6.4   If any sum is not paid on the due date for payment:  

  1. Asaiki may charge the Customer any legal charges incurred if we are unable to retrieve the unpaid amount and this has to be sent for legal proceedings.
  2. suspend delivery of the Products or Services under that and any other contract for as long as the default continues; and
  3. treat that and any other contract as repudiated by the Customer; if the Customer fails to pay any such unpaid amount within fourteen days of notice by Asaiki.

 

7.     Passing of Risk and Property

Risk of loss of or damage to the Products shall pass to the Customer on delivery. Ownership of the Products shall not pass to the Customer until all sums due to Asaiki from the Customer for those Products have been received by Asaiki, and until that time Asaiki shall be entitled to the immediate return of all Products if the Customer is late in paying any sum to Asaiki. The Customer authorises Asaiki and its agents to enter any premises of the Customer and to recover the Products for that purpose.

 

8.     Product and Availability Information 

Asaiki reserves the right to discontinue any Product or to change its design at any time. Unless otherwise confirmed, nothing in the Catalogue is to be taken as a representation of the source of origin, manufacture, or production of any Products or any part of them.

 

9.     Warranty

9.1   For Products: Asaiki warrants that if any Product is defective, it will, at its option, replace or repair the Product or refund the purchase price. This warranty is subject to a claim being notified in writing to Asaiki within 3 months of the date of despatch of the Product, or such other longer period as may be indicated by Asaiki for specific products from time to time. 

9.2   These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of Asaiki. The Customer must deal with the defective Products in accordance with Asaiki's instructions. 

9.3   The Customer must contact Asaiki to notify Asaiki in advance of the return of any Products and obtain a RMA#, to be quoted on all paperwork. Returned Products must be accompanied by an advice note stating the invoice number and the nature of the defect. Where the Customer does not return Products in accordance with this clause 9, Asaiki may refuse such Products and return them to the Customer at the Customer's cost. 

9.4   Any products which are replaced by Asaiki shall become the property of Asaiki. Title to replacement products shall pass to the Customer on delivery, and the period of the replacement product's warranty shall be the unexpired period of the defective product's warranty. 

9.5   The remedies set out above shall be Asaiki's sole liability and the Customer's sole remedy for any breach of warranty and in respect of the supply of Products and/or Services. Save as expressly provided in these terms and conditions, all implied warranties, terms and conditions concerning the supply of Products and/ or Services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, merchantable quality, fitness for purpose and provision of services with reasonable care and skill). Asaiki will not be liable to the Customer for any loss, damage or liability which arises out of the breach of implied warranties, terms or conditions or breach of any other duty of any kind imposed on Asaiki by operation of law or for any negligence. The Customer acknowledges that it is responsible for ensuring that the Products and Services it orders are fit for the purposes for which it intends to use them.

 

10.  Limitations of Use 

Products sold by Asaiki are notrecommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.

 

11.  Liability 

11.1   Asaiki shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, loss of profits, business or economic loss, depletion of good will, costs (including legal costs), claims, demands, proceedings, judgements or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information (including through Asaiki technical helpline) whether or not due to its negligence or that of its employees, agents or sub-contractors. 

11.2   Asaiki shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with :  

  1. Any express or implied terms of the contract between Asaiki and the Customer, or of any order accepted by Asaiki;
  2. Any duty of any kind imposed on Asaiki by law; or
  3. Any defect in the Products or Services.

 

12.   Cancellation and Returns 

12.1   The Customer should not cancel orders once accepted by Asaiki. 

12.2   Customer may only return Products to Asaiki, and receive a credit or refund, on the following conditions:  

  1. the Customer must contact Asaiki in advance and obtain the prior consent of Asaiki and (if available) obtain a RMA# (to be quoted on all returned paperwork);
  2. return must be made within 30 days of the date of delivery (as stated on the delivery documentation); see clause 12.4 where returns are made after this period. Products must be returned to Asaiki in their original, unopened packaging and in a condition which will enable them to be immediately fit for re-sale; and
  3. Products must be adequately packed and dispatched freight prepaid by Customer, clearly labelled, to Asaiki Pte Ltd, 280 Woodlands Industrial Park E5, #06-39, Harvest @ Woodlands, Singapore 757322. 

The Customer shall be liable for any loss or damage of the Products until they are delivered to Asaiki and Asaiki shall not be obligated to give any credit or refund if the foregoing conditions are not complied with. 

12.3   This returns policy excludes software, calibrated Products, non-catalogue Products, shelf-life products and production packaging format Products, and also excludes Products that do not meet the condition specified in clause 12.2.(ii). In addition, Asaiki will not accept returned ESD sensitive devices where the integrity of the original Asaiki ESD shielding packaging has been compromised e.g. the bag has been opened and resealed or multiple bags have been stapled together.

 

13.  Rights in the Catalogue 

The Customer acknowledges that Asaiki and its licensors own the intellectual property rights in the catalogue, the catalogue content and the stock numbers, and that their whole or partial reproduction without Asaiki's prior written consent is prohibited. 

 

14.  Force Majeure 

A force majeure event is any event beyond the reasonable control of Asaiki (including strikes, traffic congestion, the downtime of any external line, or Asaiki’s inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If Asaiki is prevented or restricted from carrying out all or any of its obligations by reason of any force majeure event, then Asaiki shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than 14 days, Asaiki may cancel the affected order or cancel the whole or any part of these terms and conditions, without any liability to the Customer.

  

15.  Compliance with Laws

15.1  The Customer shall observe all laws, regulations and requirements imposed in relation to the Products and the sale, labelling and storage of them in the jurisdiction in which the Customer or Products are situated, and shall indemnify Asaiki against all actions, claims, costs, demands and expenses incurred or suffered by Asaiki arising out of the breach by the Customer of this clause 15.1, including legal fees on a solicitor/client basis. 

15.2  The Customer shall not knowingly sell to any buyer who is on, or who will supply the Products to any other person who is on, the US Denials List or any other embargoes or sanctions list. The Customer shall comply with all applicable export control, re-export, sanctions, embargoes and denied persons regulations and shall comply with any applicable Asaiki policy in force from time to time (if there is any conflict between the two, the export controls shall prevail). The Customer acknowledges that it is the Customer's sole responsibility when exporting the Products to any other country or jurisdiction to ensure that the Customer complies with all applicable laws and regulations. The Customer shall indemnify Asaiki against all actions, claims, costs, demands and expenses incurred or suffered by Asaiki arising out of the breach by the Customer of this clause 15.2. 

 

16.  Data Protection and Customer Information  

16.1   Asaiki may keep and use personal details of the Customer and its employees for the purposes of providing products and services to the Customer. In addition Asaiki may disclose the Customer's and its employees' details to organisations working on behalf of Asaiki anywhere in the world (for example, credit reference agencies, mailing houses and call centres) for the purpose of proper fulfilment of orders and Asaiki' obligations under these terms and conditions of sale. 

16.2   The Customer consents that Asaiki may use the name of the Customer by disclosing it to certain Asaiki suppliers for market research and commission purposes.

  

17.  Severance 

Any provision in these terms and conditions which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. 

 

18.   Law and Jurisdiction 

The contract between Asaiki and the Customer as applicable to each Customer order shall be governed by and interpreted in accordance with Singapore law and the Customer submits to the non-exclusive jurisdiction of the Singapore courts, but Asaiki may enforce the contract in any court of competent jurisdiction. 

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