SALES & PURCHASE AGREEMENT

TERMS AND CONDITIONS OF SALE

1. DEFINITION
the credit terms at any time, when in SALT’s opinion the Buyer’s financial condition
or previous payment record so warrants.
1.1. "SALT" means Sea and Land Technologies Pte Ltd and includes their assigns.
3.2. For payment made by Telegraphic Transfer, all bank charges is to be borne by
1.2. “Buyer” means the company, firm, person, corporation or public authority
Buyer. All payments must be made net of all bank transfer fees and currency
purchasing the Equipment and includes their successors, personal
exchange commissions. Buyer is required to instruct their bank to transfer the
representatives and permitted assigns.
payment “net of all bank charges”. If SALT receives payment with bank charges
1.3. “Equipment" covers all classes of equipment, machinery and accessories
deducted, SALT will debit Buyer account with the bank charges and add an
therefore which SALT agrees to sell to the Buyer.
administrative charge of US$50.00 on the Debit Note issued to Buyer.
3.3. If the Buyer fails to make any payment on the due date then, without prejudice to
any other right or remedy available to SALT, SALT shall be entitled to:
2. PRICE QUOTATIONS
3.3.1. cancel this Contract or suspend any further deliveries to the Buyer;
3.3.2. cease performance under any other agreement(s) between the Buyer and
2.1. SALT shall sell and the Buyer shall purchase the Equipment in accordance with
SALT;
any written quotation of SALT which is accepted by the Buyer, or any written order
3.3.3. appropriate any payment made by the Buyer to such of the Equipment (or
of the Buyer which is accepted by SALT, subject in either case to the conditions
the goods supplied under any other agreement between the Buyer and SALT
overleaf and these Conditions, which shall govern the Contract to the exclusion of
as SALT may think fit (notwithstanding any purported appropriation by the
any other terms and conditions to which any such quotation is accepted or
Buyer); and
purported to be accepted, or any such order is made or purported to be made by
3.3.4. charge the Buyer interest (both before and after any judgement) on the
the Buyer. These Conditions and any attachments take precedence over the
amount unpaid, at the rate of one point five percent (1.5%) per month of the
Buyer’s additional or different terms and conditions, to which notice of objection is
invoice value, until payment in full is made.
hereby given. Acceptance by the Buyer is limited to these terms and conditions.
Neither SALT's commencement of performance nor delivery shall be deemed or
constructed as acceptance of the Buyer's additional or different terms and
4. DELIVERY DATES
conditions.
2.2. No variation to these Conditions shall be binding unless agreed in writing between
4.1. Shipment(s) of any Equipment purchased is subject to SALT’s availability
the authorised representatives of the Buyer and SALT.
schedule. Any date(s) quoted for delivery of the Equipment are approximate only
2.3. SALT's employees or agent are not authorised to make any representations
and while SALT shall make every reasonable effort to meet any delivery date(s)
concerning the Equipment unless confirmed by SALT in writing. In entering into
quoted or acknowledged, SALT will not be liable for its failure to meet such date(s),
the Contract, the buyer acknowledges that it does not rely on any such
howsoever caused. Time for delivery shall not be of the essence unless previously
representations which are not so confirmed.
agreed by SALT in writing. The Equipment may be delivered by SALT in advance
2.4. Any advice or recommendation given by SALT or its employees or agents to the
of the quoted delivery date upon giving reasonable notice to the Buyer.
Buyer or its employees or agents as to the storage, application or use of the
4.2. If the Buyer fails to take delivery of the Equipment after 60 days from agreed date,
Equipment which is not confirmed in writing by SALT, is followed or acted upon
then without prejudice to any other right or remedy available to SALT, SALT may :-
entirely at the Buyer’s own risk, and accordingly SALT shall not be liable for any
4.2.1. Store the equipment until actual delivery and charge the Buyer the cost of
such advice or recommendation which is not so confirmed.
storage and insurance; and/or
2.5. Any typographical, clerical or other error or omission in any sales literature,
4.2.2. Sell the Equipment at the best price readily available and (after deducting
quotation, price list, acceptance of offer, invoice or other document or information
all reasonable storage and selling expenses) charge the Buyer for any
issued by SALT shall be subject to correction without any liability on the part of
shortfall below the purchase price under this Contract, if any.
SALT.
2.6. Unless otherwise agreed to in writing by SALT, all prices quoted are valid for thirty
(30) days from the date of the quotation. All prices quoted are valid only if the
5. DELAY IN PERFORMANCE
Buyer’s requested delivery date is within six (6) months of the date of the
quotation.
SALT shall not be liable to the Buyer or be deemed to be in breach of the Contract by
2.7. All prices quoted are exclusive of any and all transportation costs, (whether local
reason of any delay in performing, or any failure to perform, any of SALT’s obligations
or international), packaging costs and charges, duties, withholding taxes, Goods
in relation to the Equipment, if delay or failure was due to any cause beyond SALT’s
and Services Tax, sales taxes and similar taxes, and all taxes (whether imposed
reasonable control. Without prejudice to the generality of the foregoing, the following
locally or by other authorities of relevant jurisdictions) unless stated otherwise, all
shall be regarded as causes beyond SALT’s reasonable control:
of which shall be paid for by the Buyer. In addition, the Buyer shall be responsible
5.1. Act of God, explosion, flood, tempest, earthquake, tsunami, fire or accident ;
for complying with any legislation or regulations governing the importation of the
5.2. War or threat of war, sabotage, insurrection, civil disturbance or requisition ;
Equipment into the country of destination and for the payment of any duties
5.3. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on
thereon.
the part of any governmental, parliamentary or local authority ;
2.8. SALT reserves the right to make any changes in the specification of the Equipment
5.4. Import or export regulations or embargoes ;
which are required to conform to any applicable statutory requirements.
5.5. Strikes, lock-outs or other industrial actions or trade disputes (whether involving
employees of SALT or of a third party) ;
5.6. Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
3. PAYMENT
5.7. Power failure or breakdown in machinery ;
5.8. Delays in transportation; and
3.1. Terms of payment shall be as specified overleaf. If payment by Letter of Credit is
5.9. Delays in delivery or inability to deliver by SALT’s suppliers.
specified, payment shall be made by an irrevocable, non-transferable Letter of
Credit, and if required by SALT, confirmed by a bank in Singapore. The only
requirement of the Letter of Credit shall be the presentation of SALT’s commercial
6. SHIPMENT AND PACKING
invoice and proof of shipment. If credit terms are specified, payment shall be due
in the number of days specified overleaf from the date of invoice. The time of
6.1. SALT shall ship in accordance with the Buyer’s shipping instruction. In the
payment of the purchase price shall be of the essence of the Contract. Payment
absence of specific instructions or if the Buyer’s instructions are deemed
shall be due notwithstanding that delivery may not have taken place and property
unsuitable, SALT reserves the right to ship by the most appropriate method.
in the Equipment has not passed to the Buyer. SALT reserves the right to change

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6.2. Unless otherwise agreed to in writing by SALT, all Equipment shall be packaged,
if appropriate, for shipment and storage in accordance with standard commercial
practices. All packing will conform to the requirements of the carrier. Ocean freight,
export packing and other special packing charges shall be for the Buyer’s account.
7. RISK AND PROPERTY
7.1. Risk of damage to or loss of the Equipment shall pass to the Buyer:
7.1.1. in the case of Equipment to be delivered in Singapore at SALT’s premises,
at the time when SALT notifies the Buyer that the Equipment is available for
collection; or
7.1.2. in the case of Equipment to be delivered in Singapore otherwise than at
SALT’s premises, at the time of delivery or, if the Buyer wrongfully fails to
take delivery of the Equipment, the time when SALT has tendered delivery
of the Equipment;
7.1.3. In the case of Equipment to be delivered outside Singapore, upon arrival at
the port (air or sea) of destination.
7.2. Notwithstanding delivery and the passing risk in the Equipment, or any other
provision of these Conditions, the property in the Equipment shall not pass to the
Buyer until SALT has received in cash or cleared funds payment in full of the
purchase price of the Equipment and all other goods agreed to be sold by SALT
to the Buyer for which payment is then due.
7.3. Until such time as the property in the Equipment passes to the Buyer, the Buyer
shall hold the Equipment as SALT’s fiduciary agent and bailee, and shall keep the
Equipment separate from those of the Buyer and third parties and properly stored,
protected and insured and identified as SALT’s properly, but shall be entitled to
resell or use the Equipment in the ordinary course of its business.
7.4. Until such time as the property in the Equipment passes to the Buyer (and provided
the Equipment is still in existence and have not been resold), SALT shall be
entitled at any time require the Buyer and provide the Equipment to SALT and, if
the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any
third party where the Equipment is stored and repossess the Equipment.
7.5. The Buyer shall not be entitled to pledge or in any way charge by way of security
for any indebtedness, any of the Equipment which remain the properly of SALT,
but if the Buyer does so all moneys owing by the Buyer to SALT shall (without
prejudice to any other right or remedy of SALT) forthwith become due and payable.
8. CHANGES AND CANCELLATIONS
8.1. If less than sixty (60) days prior to scheduled shipment, the Buyer issues a change
order causing a delivery delay, the buyer shall be subject to a ten percent (10%)
charge based upon list price of the Equipment; Provided Always that if the delayed
date of delivery is a date which falls 6 months after the date of the quotation, the
list price of the Equipment is subject to change at the sole and absolute discretion
of SALT.
8.2. Once orders have been accepted by SALT, Equipment cannot be cancelled
except with SALT’s written agreement and on terms that Buyer shall indemnify
SALT in full against all loss (including loss of profit), costs (including the costs of
all labour and materials used), damages, charges and expenses incurred by SALT
as a result of the cancellation. In such event, SALT further reserves right to raise
a cancellation charge or forfeit the deposit. Orders for Equipment which are built
to special requirements are only accepted on the condition that cancellation or
return of the Equipment is strictly forbidden.
9. ACCEPTANCE OF EQUIPMENT
Acceptance shall be accomplished by using applicable test procedures of programs
established by SALT. If installation by SALT is not included in the purchase price,
acceptance shall be at the time of completion of final tests at SALT’s workshop. If in
the Buyer’s order, the Buyer has indicated its intention to witness final tests, SALT
shall give the Buyer at least five (5) working days advance notice of the date of such
tests. SALT shall notify the Buyer of any additional charges that may be associated
with witnessing such tests. If installation by SALT is included in the purchase price,
acceptance shall occur at the installation site when SALT demonstrated that the
applicable diagnostic or verification programs work properly or the Equipment is
otherwise demonstrated to be in normal operating condition. If installation is scheduled
VR02.101020
or delayed by the Buyer more than thirty (30) days after SALT notifies the Buyer that
the Equipment is available for installation, the Buyer shall be deemed to have accepted
the Equipment on the thirty-first (31st) day from the date after SALT notifies the Buyer
that the Equipment is available for installation.
10. WARRANTY
10.1. Subject to the conditions set out below SALT warrants that the Equipment
manufactured by it will be free from defects in material and workmanship under
normal use for a period of 12 months from:
10.1.1. The date of their initial use;
10.1.2. Delivery;
10.1.3. The date on which SALT notifies the Buyer that the Equipment is
available for collection;
10.1.4. The date on which SALT notifies the Buyer that the Equipment is
available for installation;
whichever is the first to expire.
10.2. The above warranty is given by SALT subject to the following conditions:
10.2.1. SALT shall be under no liability in respect of any defect in the
Equipment arising from any drawing, design, specifications, software
or interfacing supplied by the Buyer;
10.2.2. SALT shall be under no liability in respect of any defect arising from
fair wear and tear, wilful damage, negligence, abnormal working
conditions, failure to follow SALT’s instructions (whether oral or in
writing), misuse or alteration or repair of the Equipment without
SALT’s approval, improper or inadequate maintenance by the Buyer,
operation outside of the environmental specifications for the
Equipment or improper site preparation and maintenance;
10.2.3. SALT shall be under no liability under the above warranty (or any
Other warranty, condition or guarantee) if the total purchase price for
the Equipment has not been paid due date for payment;
10.2.4. The above warranty does not extend to parts, materials or equipment
not manufactured by SALT, in respect of which the Buyer shall only
be entitled to the benefit of any such warranty or guarantee as is given
by the manufacturer to SALT.
10.3. Subject as expressly provided in these Conditions, all warranties, conditions
or other terms implied by statute or common law are excluded to the fullest
extent permitted by law.
10.4. Any claim by the Buyer which is based on any defect in the workmanship or
material of the Equipment shall (whether or not delivery is refused by the
Buyer) be notified to SALT within [seven (7)] days from the date of delivery
or (where the defect or failure was not apparent on reasonable inspection)
within [fourteen (14)] days after discovery of the defect or failure. If delivery
is not refused, and the Buyer does not notify SALT accordingly, the Buyer
shall not be entitled to reject the Equipment and SALT shall have no liability
for such defect or failure, and the Buyer shall be bound to pay the purchase
price as if the Equipment had been delivered in accordance with the
Contract.
10.5. Where any valid claim in respect of any of the Equipment which is based
on any defect in the workmanship or materials of the Equipment is notified
to SALT in accordance with these Conditions, SALT shall be entitled to
replace the Equipment (or part in question) free of charge or, at SALT’s sole
discretion, refund to the Buyer the purchase price of the Equipment (or a
proportionate part of the purchase price), PROVIDED ALWAYS THAT
SALT’s liability for property damage or defects shall not exceed the sum of
$50,000.00. SALT shall have no further liability to the Buyer.
10.6. Except in respect of death or personal injury caused by SALT’s negligence,
SALT shall not be liable to the Buyer (whether in contract or in tort) by reason
of any representation (unless fraudulent), or any implied warranty, condition
or other term, or any duty at common law, or under the express terms of the
Contract, for any indirect, special or consequential loss or damage (whether
for loss of profit or otherwise), costs, expenses or other claims for
compensation whatsoever (whether caused by the negligence of SALT, its
employees or agents or otherwise) which arise out of or in connection with
the supply of the Equipment or its use or resale by the Buyer, and the entire
liability of SALT under or in connection with Contract shall not exceed the
purchase price of the Equipment or the sum of $50,000.00, whichever is the
lower, except as expressly provided in these Conditions.
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10.7. If for any reason, the performance or operation of the Equipment is
dependent upon the reception of radio signals or other transmission, SALT
shall not be liable in any manner whatsoever with respect to any non-
performance or failure of such Equipment attributable to any failure of signals
or transmission.
10.8. Freight and insurance charges to and fro for Equipment, whether to SALT
Singapore Service Centre and/or Manufacturer, will be borne by Buyer.
15 GOVERNING LAW
This Contract shall be governed by and constructed according to Singapore law.
The parties hereby agree that any dispute relating to the Equipment sold
hereunder shall be subject to the jurisdiction of the courts of the Republic of
Singapore in the English language.

16 SERVICE OF DEMAND OR NOTICE

11. DEFAULT OF BUYER
Any notice demand or communication under or in connection with this Contract
11.1. This clause applies if: shall be in writing and shall be delivered personally, or by post, courier, facsimile,
11.1.1. the Buyer defaults in punctual payment of any and all sums due to or e-mail to the addresses given in this Contract or at such other address as the
SALT hereunder; recipient may have notified to the party in writing. Proof of posting or dispatch of
11.1.2. the Buyer makes any voluntary arrangement with its creditors or is in any notice or communication to the party hereto shall be deemed to be proof of
liquidation (otherwise than for the purposes of amalgamation or receipt:-
reconstruction) or winding up or a petition for winding up has been 16.2 In the case of a local letter, on the third business day after the posting and
filed by or against the Buyer or a receiver manager or judicial if by courier as on the date of delivery evidenced by courier; and
manager has been appointed over the property or the assets of the 16.3 In the case of letter delivered personally, an email or facsimile, on the date
Buyer or any action comparable to the foregoing under the laws of and at the time of dispatch.
the Buyer’s country of domicile has occurred or (being and individual
or firm) becomes bankrupt; or
11.1.3. an encumbrancer takes possession, or a receiver is appointed, of
any of the property or assets of the Buyer; or
11.1.4. the Buyer ceases, or threatens to cease, to carry on business; or
11.1.5.SALT reasonably apprehends that any of the events mentioned
above is about to occur in relation to the Buyer and notifies the Buyer
accordingly.
11.2 If this clause then, without prejudice to any other right or remedy available to
SALT, SALT shall be entitled to cancel the Contract or suspend any further
deliveries under the Contract without any liability to the Buyer, and if the
Equipment has been delivered but not paid for the purchase price shall
become immediately due and payable notwithstanding any previous
agreement or arrangement to the contrary.

11 ASSIGNMENT

12.1 SALT shall be entitled to assign this Contract or any right or rights hereunder
including the right conferred on SALT to enter upon land or buildings to
inspect the Equipment and to repossess the same and any assignment of
this Contract by SALT shall be deemed to include an assignment of SALT’s
right to enter and repossess.
12.2 The Buyer may not assign or transfer any of the right, duties, or obligations
herein, without the prior written consent of SALT, and any purported
attempt to do so shall be null and void.

13 NO WAIVER OF RIGHTS

No relaxation forbearance delay or indulgence by SALT in enforcing any of the

terms and conditions of this Contract or the granting of time by SALT to the Buyer
shall prejudice affect or restrict the rights and powers of SALT hereunder nor shall
any waiver of any breach hereof operate as a waiver of any subsequent or any
continuing breach hereof.

14 SEVERABILITY

Any term, condition, stipulation, provision, covenant or undertaking of the Contract

which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of the Contract, and any such prohibition or
unenforceability in any jurisdiction shall not validate or render unenforceable any
such term, condition, stipulation, prohibition, covenant or undertaking in any other
jurisdiction.

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