Terms and Condtions

1. Interpretation

1.1      Within these Conditions, the following terms shall have the meanings ascribed to them unless the context explicitly indicates otherwise:

"Customer" Refers to the individual, organization, or company requesting the Goods specified in the Order;

"Conditions" means the standard terms and conditions of sale set out herein;

"Contract" Any agreement between the Customer and Matex-ES for the supply of the Goods;

"Goods" means goods supplied by Matex-ES, as detailed in Matex-ES’s tender or Order Acknowledgement; 

"IPRs" Stands for Intellectual Property Rights, encompassing all forms of intellectual property, whether registered or not. This includes inventions, patents, utility models, design rights, copyrights, trade secrets, confidential information, trademarks, service marks, trade names, and associated goodwill;

"Matex-ES " Refers to Matex Energy, which supplies the Goods under the Contract; 

"Order" means an order placed by the Customer with Matex-ES for the Goods.

1.2     The headings within these Conditions are provided solely for convenience and have no bearing on their interpretation.

2         FORMATION

2.1     All tenders issued and Orders accepted by Matex-ES are subject to these Conditions, which shall exclusively govern all Contracts. Any other terms and conditions, including those proposed by the Customer in an Order, are excluded. Changes to the terms of any Contract will only be valid if agreed upon in writing. If an agreed variation results in additional time or costs for Matex-ES to fulfill the Contract, the Contract price and/or schedule will be adjusted accordingly.

2.2     Orders placed by the Customer become binding on Matex-ES only when a written order confirmation or acknowledgment is issued. The conditions outlined in the order confirmation or acknowledgment shall apply.

2.3     Any details regarding weight, dimensions, capacity, price, technical specifications, or other data provided in catalogues, brochures, advertisements, or price lists are approximations. Such information is only binding if explicitly confirmed in the order acknowledgment or in other documents that form part of the Contract and specifically reference such details.

3        DELIVERY, NON-DELIVERY, AND DELAY

3.1     Unless otherwise expressly agreed in writing by Matex-ES delivery times accepted by Matex-ES are given in good faith but are an estimate only; and

Delivery is Ex Works (Incoterms 2010), excluding packing costs, which are charged extra.

3.2     Matex-ES may deliver Goods in instalments. Default by Matex-ES, howsoever caused, in respect of one or more instalments shall not entitle the Customer to terminate the relevant Contract as a whole.

3.3     If the Customer:

(a)      refuses or fails to accept delivery when ready; 

(b)     requests a delivery postponement (subject to Matex-ES’s agreement); or

(c)      fails to provide necessary instructions or authorizations,

the risk passes immediately to the Customer, delivery is deemed complete, and Matex-ES may store the Goods at the Customer’s expense or sell them after 28 days to recover costs.

3.4     The Customer must inspect Goods upon delivery and notify Matex-ES in writing within 10 days of delivery or expected delivery of any shortages, damage, or non-delivery. If confirmed to be beyond Matex-ES’s control, Matex-ES may either arrange redelivery or issue credit as the Customer’s sole remedy. Partial shortages or non-delivery do not void the remaining Contract.  

3.5     If a delay in the delivery of Goods, or part thereof, is caused by Matex-ES’s negligence or intentional actions, and if the Customer has suffered a loss caused by such delay, the Customer shall be entitled to liquidated damages for delay. These damages are calculated at 0.5% of the contract price for the delayed portion of the Goods per full week of delay, following a grace period of two weeks. The liquidated damages for delay will be limited to a maximum of 5% (five per cent) of the contract price of the delayed part of the Goods.

3.6     Liquidated damages shall be Customer’s sole and exclusive measure of damages and remedy against Matex-ES with respect to the failure to achieve the contractual delivery time for the Goods.

4         TITLE

Ownership of the Goods remains with Matex-ES until full payment has been received for all contracts between Matex-ES and the Customer, including prior or related transactions. If payment is not made by the due date, Matex-ES may reclaim the Goods without court intervention, in accordance with applicable laws. 

5         PRICE AND BINDING PERIOD OF QUOTATIONS AND TENDERS

5.1     Unless otherwise agreed, quotations and tenders expire 30 days from their issue date.

5.2     Unless fixed prices are expressly agreed in writing, sales are based on Matex-ES’s prices valid at the time of the tender or order confirmation.

5.3     Changes to the scope of supply will only take effect after both parties agree on adjustments to the contract price and delivery schedule.

5.4     Unless stated otherwise in writing, prices provided in Matex-ES’s price lists, tenders, or order confirmations are Ex Works (Incoterms 2010) and exclude taxes, duties, fees, charges, and costs for carriage, packaging, or insurance, which must be paid in addition to the Contract price.

5.5     Payments are due within 30 days from the invoice date unless otherwise agreed in writing. Late payments will accrue interest at 8% per annum.

6         WARRANTY

6.1     Matex-ES warrants for a period of 12 months from the delivery date, that such Goods shall be free from substantial defects in materials or manufacture.

6.2     All conditions, warranties or other terms whether express or implied, statutory or otherwise, that conflict with Condition 6.1, are hereby expressly excluded to the fullest extent permitted by law.

6.3     The warranty in Condition 6.1 does not apply if:

(a)      The defect arises from:

Drawings, designs, specifications, or intellectual property rights provided by the Customer;

Normal wear and tear, intentional damage, negligence, abnormal working conditions, misuse, or alteration or repair of the Goods without Matex-ES’s prior approval; 

Failure to adhere to Matex-ES’s advice (oral or written) regarding fabrication, operation, use, or maintenance.

(b)     Matex-ES or its agent are not given a reasonable opportunity to safely inspect the Goods;

(c)      The total payment for the Goods has not been made by the due date;

(d)     The Goods supplied by Matex-ES are mounted in an engine for which the Customer has also used parts which have not been supplied through Matex-ES. In such cases, Matex-ES assumes no liability for any resulting damages. 

6.4     In the event of a breach of the warranty in Condition 6.1 or a defect in the Goods, Matex-ES’s obligations are limited to:

(a) Crediting the Contract price (if paid) for the defective Goods; or

(b) Repairing, rectifying, or replacing the defective Goods.

This is conditional upon the defective Goods being returned to Matex-ES in their original delivered state, at the Customer’s expense, within 12 months of delivery. Matex-ES is not responsible for offloading cargo or any precondition works required to address the defect. Condition 6.4 provides the Customer’s sole remedy and replaces all other rights and remedies that might otherwise be available. 

6.5     Replacement Goods are subject to the same warranty terms as outlined in this Condition 6.

7        FORCE MAJEURE

7.1     If a Party is affected by circumstances beyond its reasonable control—such as natural disasters, labour disputes, riots, civil unrest, government actions, or any unforeseeable events—the affected Party will be temporarily relieved of its obligations to the extent and for the duration such events prevent performance. This also applies if such events impact Matex-ES’s suppliers or subcontractors or if the affected Party was already in default.

7.2     Both Parties shall promptly share necessary information and cooperate in good faith to adapt their obligations to the changed circumstances.

8        INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY

8.1        The Customer shall not acquire any rights to the intellectual property (IP) related to the Goods, including but not limited to copyrights, designs, blueprints, technical documents, software, or specifications provided by or on behalf of Matex-ES. Should the Customer inadvertently acquire such rights, they must promptly notify Matex-ES and take all necessary steps to transfer or assign those rights back to Matex-ES.

8.2     Matex-ES retains the right to apply its trademarks, trade names, or service marks to the Goods. The Customer acknowledges that the use of such trademarks, trade names, or service marks does not grant any ownership or rights to the Customer. The Customer must not alter, remove, or obscure any trademarks, trade names, or logos applied by Matex-ES to the Goods. 

8.3     All information provided by Matex-ES to the Customer or obtained by the Customer under the Contract shall be kept confidential. The Customer may not use or disclose such information without Matex-ES’s prior written consent, except where such information: 

Becomes publicly available through no fault of the Customer, or

Disclosure is required by applicable law, a court order, or a regulatory body. 

9        LIMITATION OF LIABILITY

9.1     Matex-ES shall not be liable to the Buyer, whether in contract, tort, law, or otherwise, for:

(i) Loss of profit, anticipated profit, hire, business contracts, revenue, anticipated savings, data, production, or overhead recovery.

(ii) Damage to the Buyer’s reputation or goodwill.

(iii) Loss resulting from third-party claims.

(iv) Any special, indirect, or consequential loss, damage, costs, expenses, or claims of any nature.

9.2     Nothing in these Conditions limits or excludes Matex-ES’s liability for death or personal injury caused by its negligence, intent, or fraudulent misrepresentation. Furthermore, Condition 9.1 does not apply in cases where Matex-ES causes intentional or grossly negligent damage to the Buyer’s property or acts with fraudulent misrepresentation.

9.3     Subject to Conditions 9.1 and 9.2, Matex-ES’s total liability for any Order, regardless of the cause, shall be limited to the total value of that specific Order.

10      STATUTE OF LIMITATIONS

The statute of limitations applicable to any other claims of each Party against the other besides warranty claims, to which Conditions 6.1 above shall apply, shall be 24 months after delivery of the Goods to the Buyer. 

11      TERMINATION

11.1   If the Buyer fails to make payment on time or fulfill any of its contractual obligations, Matex-ES may suspend its performance of the Contract until the issue is resolved. In such cases:

(a)      The timeline for Matex-ES’s performance under the Contract will be automatically extended.

(b)     The Buyer shall bear all resulting costs, including financial charges, storage fees, demurrage, or other related expenses.

11.2   Matex-ES may terminate the Contract immediately, without affecting its other rights, if:

(a)      Suspension under Condition 11.1 lasts for more than 120 days.

(b)     The Buyer breaches any contractual obligation and fails to remedy it within 30 days of receiving written notice from Matex-ES.

(c)      The Buyer becomes insolvent, has a receiver, judicial manager, or equivalent appointed, ceases or threatens to cease operations, or is otherwise unable to meet its financial obligations.

11.3   Upon termination of the Contract, regardless of the cause:

Matex-ES may immediately halt any further delivery of Goods without liability to the Buyer.

Within 14 days of termination notice, the Buyer must pay Matex-ES:

(a)      The outstanding balance of the Contract price for delivered Goods.

(b)     Costs incurred or committed by Matex-ES for undelivered Goods, plus a reasonable margin of no less than 15% of the Contract price.

(c)      Any additional costs reasonably incurred by Matex-ES due to the termination.

11.4   Termination, expiry, or completion of the Contract, in whole or in part, does not affect the enforceability of provisions in Conditions 8, 9, 11, 12, and 13.

12      CUSTOMER’S OBLIGATIONS

12.1   The Customer must collect Goods marked as ready for dispatch within the agreed delivery timeframe.

12.2   The Customer is responsible for paying the Contract price on the due date as specified in Condition 5.5.

12.3   The Customer assumes full responsibility for the actions or omissions of its personnel, and Matex-ES holds no liability for such matters.

12.4   The Customer shall provide a firm delivery address for the ordered Goods at least within 3 weeks after receipt of Matex-ES’s written confirmation of readiness for dispatch. If the Customer fails to do so, Matex-ES may sell the Goods to a third party and propose a new delivery time. In this case, the Customer will not be entitled to claim liquidated damages as per Condition 3.5.

13      GENERAL

13.1   Neither Matex-ES nor the Customer may assign or subcontract their rights or obligations under the Contract without prior written consent from the other party.

13.2   If any provision of these Conditions is deemed illegal, invalid, or unenforceable by a competent authority, that provision will be severed without affecting the validity or enforceability of the remaining provisions. The parties agree to replace the invalid provision with an equivalent one that reflects the original commercial intent as closely as possible.

13.3   No third party has rights to enforce any terms of this Contract under the Contracts (Rights of Third Parties) Act (Cap 53B).

13.4   The Contract is governed by the laws of the Republic of Singapore, excluding conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) applies, even if its preconditions under Article 1(1) are not met.

13.5   Any disputes arising from or relating to the Contract will be resolved through arbitration under the Singapore International Arbitration Centre (SIAC) Rules. The proceedings will be conducted in Singapore with three arbitrators: each party nominates one, and the two nominated arbitrators select the third. If they fail to agree within 30 days, the SIAC Chairman will appoint the third arbitrator. The arbitration will be conducted in English, with Singapore procedural law applying where the SIAC Rules are silent.

14      EXPORT CONTROL

Matex-ES reserves the right to suspend performance without liability if prevented by applicable export or re-export control regulations (e.g., EU or US laws) or the inability to secure necessary export licenses. If performance is delayed for more than 180 days due to such regulations, Matex-ES may terminate the affected parts of the Contract. In cases where an export license is denied, Matex-ES may terminate the impacted performance immediately. Upon termination, the Customer must pay for all completed supplies and services and cover any unavoidable commitments incurred by Matex-ES. Claims, rights, or remedies related to such termination are excluded.

15      PERSONAL DATA PROTECTION

Matex-ES processes personal data in accordance with the EU General Data Protection Regulation (GDPR) and any relevant legal regulations in the jurisdiction where the data controller operates.

Last Updated December 2024