Terms & Conditions

1. Terms

1.1 These terms and conditions of sale (the Terms) and the Confirmation/Quotation (the Quotation) constitute an offer by EZC to the Customer. The Customer accepts the Terms and the Quotation by signing and delivering to EZC the duly accepted Quotation or otherwise indicating in writing to EZC that the Customer accepts the Quotation. The Customer’s order is accepted only upon and subject to these Terms. All other terms and conditions are hereby excluded unless expressly accepted in writing by EZC.

1.2 The price(s) quoted in the Quotation is valid for a period of fourteen (14) days only from the date of the Quotation and EZC reserves the right to revise the price(s) thereafter.

1.3 As part of the offer, EZC may at times request for a deposit of 50% of the invoice amount, to be paid upfront by the Customer. This deposit will be set-off against the final invoice amount after the Customer has taken delivery of the goods. The receipt of the deposit shall be a condition precedent for EZC’s fulfilment of the Customer’s order. For avoidance of doubt, EZC shall only proceed to deliver the goods to the customer’s designated location only after receipt of the deposit for the order.

2. Product Artwork

Upon receipt of the duly accepted Quotation, EZC shall (if applicable) provide the artwork of the ordered product(s) (the Artwork) for the Customer’s approval and confirmation. The Customer accepts the Artwork by signing and returning to EZC a copy of the Artwork.

3. Product Sample

3.1 Upon receipt of the duly accepted Artwork, EZC shall (if applicable) submit physical, digital, or photographic sample(s) of the ordered product(s) (the Sample) in accordance with the approved Artwork for the Customer’s approval and confirmation.

3.2 Rejection by the Customer of the submitted Sample may be based only upon failure of the Sample to conform to the specifications of the Artwork; in the event of any such rejection, EZC, without incurring any liability on its part, will be allowed a reasonable time to review and resubmit a conforming Sample.

3.3 Acceptance by the Customer of the submitted Sample shall be confirmed by the Customer signing on the Sample as well as signing and returning to EZC a Mass Production Confirmation Sheet or otherwise indicating in writing to EZC that the Customer accepts the Sample. No changes or modifications to the Sample shall be permitted upon acceptance by the Customer of the submitted Sample.

4. Delivery

4.1 Mass production of the ordered product(s) shall commence upon the acceptance by the Customer of the submitted Sample in the manner set out in clause 3 above and delivery of the goods shall take place in accordance with the lead-time stated in the Mass Production Confirmation Sheet.

4.2 Any dates quoted for delivery of the goods are approximate only and EZC shall not be liable for any delay in delivery of the goods howsoever caused. Time for delivery shall not be of the essence unless previously and expressly agreed by EZC in writing.

4.3 On delivery, the Customer shall examine the goods for defects and completeness, and undertake to notify EZC in writing within three (3) days of delivery of any defects, damage, shortage, incompleteness and/or loss in respect of the goods. If no such notification is received by EZC after the expiration of the said three (3) days, the delivery is conclusively deemed to be in good order and EZC shall be free from any and all claims in respect of the goods delivered.

4.4 EZC shall not in any circumstances be liable, whether in contract or otherwise, to the Customer for any indirect or consequential loss or damage (including, without limitation, loss of profits, loss of contracts or damage to property) or for any claim against the Customer by any third party.

4.5 EZC’s liability for damage or non-delivery of goods duly notified in accordance with the above shall in any event be limited to replacement of goods within a reasonable time (or at EZC’s option, refunding the price thereof) whether the damage or non-delivery is due to EZC’s negligence or otherwise.

4.6 If the Customer fails to take delivery of the goods, then, without prejudice to any other right or remedy available to EZC, EZC may:

• 4.6.1 Store the goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
• 4.6.2 Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Customer for any shortfall below the price under the contract.

5. Force Majeure

5.1 The parties hereby agree that the obligations of EZC herein are subject to force majeure and EZC shall be relieved of liability for any loss or damage or inability to carry out the aforesaid obligations if and to the extent to which the fulfillment of such obligation is prevented, frustrated or impeded as a consequence of any such event.

5.2 Without prejudice to the aforesaid, upon the occurrence of any of the Force Majeure Events, EZC shall not be liable to, and no claim shall lie against EZC by, the Customer, and/or any of its agents, employees, officers, representatives, personnel or independent contractors or any third parties in respect of any loss (including loss of profits) or damages, liabilities, obligations, judgments, claims, demands, legal proceedings, arbitrations, assessments, costs and expenses whatsoever or howsoever suffered or incurred (whether directly or indirectly) as a result of the occurrence of the Force Majeure Event.

6. Cancellation

6.1 If the Customer cancels and/or terminates this order at any time after acceptance of the Quotation and the Terms, EZC shall, without prejudice to its any other rights or remedies available to it, be entitled to claim from its Customer:

• 6.1.1 Thirty percent (30%) of the total price of the order, if the Customer notifies EZC of the cancellation prior to acceptance of the Sample.
• 6.1.2 One hundred percent (100%) of the total price of the order, if the Customer notifies EZC of the cancellation after acceptance of the Sample.

7. Other Provisions

7.1 Any person who is not a party to this contract shall have no right whatsoever under the contracts (Rights of Third Parties) (Chapter 53B) to enforce this contract or any of its terms.

7.2 This contract embodies all the terms and conditions agreed between the parties as to the subject matter of this contract and supersedes and cancels in all respects all previous letters of intent, correspondence and understanding between the parties.

7.3 If any term of this contract is held by a court of competent jurisdiction to be invalid and unenforceable, then this contract, including all of the remaining terms, shall remain in full force and effect as if such invalid or unenforceable term was never included.

7.4 This contract shall be governed by and construed in accordance with the laws of Singapore and the parties hereto agree to submit to the non-exclusive jurisdiction of the Courts of Singapore.