MMA Steel Pte Ltd
Standard Terms and Conditions
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).
The following definitions and rules of interpretation apply in these Conditions.
Business Day: a day other than a Saturday, Sunday or public holiday in Singapore.
Charges: the charges payable by the Customer for the supply of the Goods and Services in accordance with clause 6.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 10.4.
Contract: the contract between the Contractor and the Customer for the supply of Services in accordance with these Conditions.
Contractor: MMA Steel Pte. Ltd. (Singapore UEN No. 197201016N) having its registered business address at No. 407 Tagore Industrial Avenue, Sindo Industrial Estate, Singapore 787800.
Contractor Materials: has the meaning set out in clause 4.1(h).
Customer: the person or firm who appoints the Contractor for provision of goods and services.
Customer Default: has the meaning set out in clause 5.2.
Date of Handover: the date on which the Contractor has completed the Services in full and the Customer has signed the handover form issued by the Contractor.
Deliverables: the deliverables set out in the Order produced by the Contractor for the Customer.
Lead Time: the time needed to complete the project from the start of the process until its conclusion, which commences only after the Contractor confirms receipt of the Down-payment which is defined at clause 6.2 below.
Order: the Customer’s order for Services as set out in the Customer’s purchase order form, the Customer’s written acceptance of a quotation by the Contractor, or overleaf, as the case may be.
Services: the services, including the Deliverables, supplied and installed by the Contractor to the Customer as set out in the Specification.
Specification: the description or specification of the Services, including any related plans and drawings, that is agreed by the Customer and the
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- A reference to a party includes its personal representatives, successors and permitted assigns.
- Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:
- is a reference to it as amended, extended or re-enacted from time to time; and
- shall include all subordinate legislation made from time to time under that legislation or legislative provision.
- Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- A reference to writing or written includes fax and email.
2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted in the following circumstances, whichever is applicable, at which point and on which date the Contract shall come into existence (Commencement Date):
- when the Contractor issues written acceptance of the Order; or
- when the Contractor receives written acceptance of the Order.
2.3 Acceptance can be made by the Contractor or the Customer by any commercially reasonable means, including the Customer’s issuance of a purchase order or work order, acceptance of Contractor’s quotation, acceptance of Deliverables provided hereunder, acknowledgment or return of Contractor’s acknowledgment form or by electronic transmission or instant mobile messaging platforms or text messages etc. Acceptance hereof is expressly limited to the exact terms hereof. If the Customer shall use its own purchase order or other form to order from the Contractor, such form shall be used for convenience only and shall evidence the Customer’s unconditional agreement to these terms and conditions. Any inconsistent or additional terms or conditions contained therein are expressly objected to by the Contractor.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Contractor, and any descriptions or illustrations contained in the Contractor’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.6 Any quotation given by the Contractor shall not constitute an offer, and is only valid for a period of fourteen (14) Business Days from its date of issue, or otherwise stated in the Order.
3.1 The Contractor shall supply the Services to the Customer in accordance with the Specification in all material respects.
3.2 The Contractor shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 The Contractor reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Contractor shall notify the Customer in any such event.
3.4 The Contractor warrants to the Customer that the Services will be provided using reasonable care and skill.
3.5 The Contractor warrants that they shall deliver the Specifications in the Order, which will be free from defects in material and workmanship for such period as the Contractor may from time to time specify.
3.6 As part of the supply for Services, the Contractor may provide the installation of steel products, including but not limited to mild steel and stainless steel. Some examples of steel products are railings, gratings, racks and bollards. In accepting the Order, the Customer accepts the following qualities of the type of steel, whichever is applicable:
- Stainless steel is resistant to rust. However, it is not rust-proof. The Contractor shall not guarantee that the stainless steel will not rust after the Date of Handover.
- Mild steel will rust easily when exposed. The Contractor shall paint the mild steel with undercoat and a final coat of paint. The Contractor shall not guarantee the longevity of the paint before the paint peels off. The mild steel will need to be re-painted again when the paint starts peeling off to prevent it from rusting easily.
3.7 The Contractor warrants to the Customer as follows:
Handover of Services with Stainless Steel products
- The Contractor shall endeavour that there is no visible rust on the stainless steel at the Date of Handover. If there is visible rust occurring on the stainless steel within one (1) month from the Date of Handover, the Contractor may at its full discretion offer to touch up the affected area as a one-time free service.
Handover of Services with Mild Steel Products
- If the coating of paint naturally peels off within a week from the Date of Handover, the Contractor may at its full discretion offer to touch up the paint over the affected area as a one-time free service.
3.8 The Contractor shall not provide any warranty or guarantee over the following:
- The Contractor shall not provide any warranty for glass panels and timber materials installed as part of Services provided.
- The Contractor cannot guarantee that the weld finish of fillet weld joints will be seamless. Imperfection of such joints are expected. The Contractor shall at its full discretion use either continuous welding or intermittent welding on parts or all of the fillet weld joints.
3.9 The Services, including installation works, are deemed to be completed once the installed materials are able to function as they are intended and safe to use. Upon completion of the Services, the Contractor shall provide a handover form to the Customer for its acknowledgment, following which the Contractor shall be entitled to issue its invoice for all balance sums payable.
3.10 Save as to the exceptions set out in Clause 3.7 above, the Customer shall have three days from the Date of Handover to inspect the Deliverables and installation works for any defects or issues of the completed Services and Deliverables and notify the Contractor. If the Customer notifies the Contractor of any such defects or issues, the Contractor shall:
- At its full discretion, rectify the defects or issues within a reasonable standard of functionality and usability, with aesthetic appeal excepted. For the avoidance of doubt, such rectification works shall include those mentioned at Clause 3.7 above;
- Where applicable for railings, and at its full discretion, either use continuous welding or intermittent welding on parts or all of the fillet weld joints.
3.11 Clauses 3.6 to 3.7(b) above and aesthetic issues or imperfections shall not be reasons used by the Customer to delay any and/or all payment of the Services provided that are due and payable to the Contractor. An example of an aesthetic issue is weld finish.
3.12 If the Customer raises any aesthetic issues or imperfections to the Contractor, the Contractor may agree to carry out services to touch up the aforesaid issues or imperfections at its full discretion, and charge a fee for the said additional works. However, such services may be conditional on the full payment of all balance sums payable by the Customer to the Contractor.
3.13 Defects include issues that have arose because the work was not carried out in a good and workmanlike manner based on the Specifications or the Deliverables are not functioning as intended. It does not include aesthetic value of the Deliverables, reasonable wear and tear, or any issues caused by any forces beyond the control of the Contractor, including but not limited to acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God such as flooding, fire etc.
3.14 For the avoidance of doubt, clauses 3.8(a), and 3.9 to 3.13 shall apply to railings, as well as all other works carried out by the Contractor to which these terms apply.
4.1 The Contractor shall provide a Lead Time to the Customer depending on the extent of work to be done, and the Deliverables to be made. The Lead Time shall be an estimation, and it may change depending on internal factors such as work load of Contractor or breakdown of machinery, or external factors such as force majeure, delay by suppliers in providing the Deliverables, delay in procuring workers due to changes in governmental policies etc.
4.2 It shall not be a breach of any Order or Contract if the Contractor is unable to meet the Lead Time due to the internal or external factors.
5.1 The Customer shall:
- ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
- co-operate with the Contractor in all matters relating to the Services;
- provide the Contractor, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Contractor;
- provide the Contractor with such information and materials as the Contractor may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
- prepare the Customer’s premises for the supply of the Services;
- obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
- keep all materials, equipment, documents and other property of the Contractor (Contractor Materials) at the Customer’s premises in safe custody at its own risk, maintain the Contractor Materials in good condition until returned to the Contractor, and not dispose of or use the Contractor Materials other than in accordance with the Contractor’s written instructions or authorisation; and
- comply with any additional obligations as set out in the Specification.
5.2 If the Contractor’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
- without limiting or affecting any other right or remedy available to it, the Contractor shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Contractor’s performance of any of its obligations;
- the Contractor shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Contractor’s failure or delay to perform any of its obligations as set out in this clause 5.2; and
- the Customer shall reimburse the Contractor on written demand for any costs or losses sustained or incurred by the Contractor arising directly or indirectly from the Customer Default.
6.1 The Charges for the Services shall be calculated in accordance with the terms of the Order:
- the Contractor’s daily office hours shall be 8.30 a.m. to 5.30 p.m.;
- the Contractor shall be entitled to charge an overtime rate of S$100.00 per hour for any time worked by individuals whom it engages on the Services outside the hours referred to in 1(a); and
- the Contractor shall be entitled to charge the Customer for the cost of services provided by third parties and required by the Contractor for the performance of the Services, and for the cost of any materials such as the lifting of materials by lorry crane, scissor lifts etc.
6.2 The Customer shall be required to pay a default down-payment constituting 50% of the Contract sum or any amount specified during the course of the Contract term (the “Down-payment”). The Lead Time shall only start, and the Contractor shall only commence work towards the Contract, including preparatory work, after the Contractor has received the Down-payment. The Contractor shall not be liable for any delay in the commencement of work arising from a delay in the payment of the Down-payment.
6.3 The Contractor shall invoice the Customer in stages, with all outstanding balance sums to be invoiced on completion of the Services.
6.4 The Customer shall pay each invoice submitted by the Contractor:
- within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Contractor and confirmed in writing to the Customer; and
- in full and in cleared funds to a bank account nominated in writing by the Contractor, and
time for payment shall be of the essence of the Contract.
6.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of goods and services tax chargeable from time to time (“GST”). As the Contractor is GST-registered holding the registration no. M2-0014121-X, the Contractor shall impose GST in its invoices, with the Customer responsible to pay the added GST at the same time as payment is due for the supply of the Services.
6.6 If the Customer fails to make a payment due to the Contractor under the Contract by the due date, then, without limiting the Contractor’s remedies under clause 8, the Customer shall pay a late payment fee of S$50.00 and interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6 will accrue each day at 1.5% per month, also known as 18% per annum.
6.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7.1 References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
7.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
7.3 Nothing in this clause 7 shall limit the Customer’s payment obligations under the Contract.
7.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; and
- breach of the terms implied by section 12 of the Sale of Goods Act (title and quiet possession).
7.5 Subject to clause 2 (No limitation in respect of deliberate default), and clause 7.4 (Liabilities which cannot legally be limited), the Contractor’s total liability to the Customer for all other loss or damage shall not exceed SGD 10,000.
7.6 Subject clause 2 (No limitation in respect of deliberate default), clause 7.3 (No limitation of customer’s payment obligations) and clause 7.4 (Liabilities which cannot legally be limited), this clause 7.6 sets out the types of loss that are wholly excluded:
- loss of profits.
- loss of sales or business.
- loss of agreements or contracts.
- loss of anticipated savings.
- loss of or damage to goodwill; and
- indirect or consequential loss.
7.7 The Contractor has given commitments as to compliance of the Services with relevant specifications in clause In view of these commitments, the terms implied by sections 13, 14 and 15 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
7.8 Unless the Customer notifies the Contractor that it intends to make a claim in respect of an event within the notice period, the Contractor shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire three (3) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
7.9 This clause 7 shall survive termination of the Contract.
8.1 Prior to payment of the Down-payment and simultaneous commencement of the Lead Time, the Customer may terminate the Contract by giving the Contractor two (2) weeks’ written notice without penalty.
8.2 If the Lead Time has commenced, then without affecting any other right or remedy available to it, the Customer may terminate the Contract by giving the Contractor written notice within three (3) business days without any penalty, provided that the Contractor has not carried out any preparatory work yet, including the purchase and/or preparation of the Deliverables. If the Contractor has already carried out preparatory work, the Contractor shall have the full discretion on whether the Customer shall:
- Forfeit 100% of the Down-Payment;
- Forfeit a certain percentage of the Down-Payment; or
- Receive a full refund of the Down-Payment.
8.3 If the Customer terminates the Contract after three (3) business days from the commencement of the Lead Time, the Customer shall automatically forfeit 100% of the Down-Payment. The Customer shall also be liable to pay the difference in the value of the work done on a full indemnity basis if the value of work done exceeds the Down-Payment. The Contractor shall issue a final invoice upon the termination of the Contract for the amount payable by the Customer.
8.4 In the event that the Contractor and the Customer reaches an agreement for the Contractor to commence work before the payment of the Down-Payment, and Contractor commences work for the Contract, including preparatory work, the Customer shall be liable to pay for the value of work carried out by the Contractor on a full indemnity basis if the Customer subsequently cancels the Contract. The Contractor shall issue a final invoice upon the termination of the Contract for the amount payable by the Customer.
8.5 Without affecting any other right or remedy available to it, the Contractor may terminate the Contract with immediate effect by giving written notice to the Customer if:
- the Customer fails to pay any amount due under the Contract on the due date for payment;
- the Customer commits a material breach of any term of the Contract and if such a breach is remediable) fails to remedy that breach within seven (7) days of that party being notified in writing to do so;
- the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
- the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
- the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
8.6 Without affecting any other right or remedy available to it, the Contractor may suspend the supply of Services under the Contract or any other contract between the Customer and the Contractor if:
- the Customer fails to pay any amount due under the Contract on the due date for payment;
- the Customer becomes subject to any of the events listed in clause 8.5(d) or clause 8.5e, or the Contractor reasonably believes that the Customer is about to become subject to any of them; and
- the Contractor reasonably believes that the Customer is about to become subject to any of the events listed in clause 8.5(c).
9.1 On termination of the Contract:
- the Customer shall immediately pay to the Contractor all of the Contractor’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Contractor shall submit an invoice, which shall be payable by the Customer immediately on receipt;
- the Customer shall return all of the Contractor Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Contractor may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
9.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
9.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
10.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
10.2 Assignment and other dealings. The Contractor may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
- Each party undertakes that it shall not at any time during the Contract, and for a period of one (1) year after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or Contractors of the other party, except as permitted by clause 10.3(b).
- Each party may disclose the other party’s confidential information:
- to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 3; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
c. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
10.4 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.5 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
10.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 10.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
10. 7 Notices.
- Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid registered post at its registered office (if a company) or its principal place of business (in any other case) or sent by email.
- Any notice shall be deemed to have been received:
- if delivered by hand, at the time the notice is left at the proper address;
- if sent by registered mail, at 9.00 am on the second Business Day after posting; or
- if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 10.7(b)(iii), business hours mean 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
c. This clause 10.7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
10.8 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
10.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of the Republic of Singapore.
10. 10 Jurisdiction. Each party irrevocably agrees that the courts of the Republic of Singapore shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.