1.1 The “Buyer” means the person, firm or company who buys or agrees to buy Goods from the Seller.

1.2 The “Seller” means “Apex Fire Systems Pte Ltd” of Blk 192 Pandan Loop, #01-28 Pantech Business Hub, Singapore 128381.

1.3 “Conditions” means the Conditions of Sale set out in this document and any special conditions expressly agreed in writing by the Seller and the Buyer.

1.4 “Goods” means the goods which the Seller has agreed to sell and the Buyer has agreed to buy as stated in the Seller’s Quotation.

1.5 “Seller’s Quotation” means the last of the quotation given by the Seller to the Buyer in respect of the Goods.


2.1 The Seller hereby agrees to sell and the Buyer agrees to buy the Goods pursuant to the Conditions herein or as otherwise expressly agreed in writing between the Buyer and Seller in writing.


3.1 The Price of the Goods shall be as contained in the Seller’s Quotation.

3.2 Should there be any price change between receipt of order by the Seller and dispatch of the Goods by the Seller, the Buyer will be notified in writing and given a reasonable time to cancel the order or part thereof and receive a full refund of any payments made, free from interest.

3.3 All prices are exclusive of GST, which shall be payable by the Buyer, if any, at the rate and in the manner prescribed by law.

3.4 Payment is due in full on the terms of credit as agreed between the Buyer and Seller.  Time for payment shall be of the essence and any failure to pay shall entitle the Seller at its option to treat the Contract as repudiated by the Buyer or to delay delivery until paid.

3.5 If any legal act or proceedings shall be commenced in which the Buyer’s solvency may be affected, all monies under any transaction covered by these Conditions shall become immediately due and payable.


4.1 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at 2% per month or part thereof.


5.1 The Seller warrants that the Goods shall be free from defects in workmanship and materials and are fit for the purpose they are generally used for a period of 12 months from date of delivery (“Warranty Period’).  This warranty does not cover transportation costs for the recovery or return of Goods from or to the site and or damage, fault, failure or malfunction due to external causes including accident, abuse, misuse, mechanical or electrical overload, abrasion, corrosion, incorrect installation by Buyer or a third party, failure to perform required preventive maintenance or normal wear and tear.

5.2 During the Warranty Period, to the extent permitted by law, the Buyers’ sole remedy with respect to breach of warranties set out in Clause 5.1 will be for the Seller to repair or replace (as the Buyer may elect)  any such defective Goods at Buyer’s expense [should it not be at the Seller’s expense during the warranty period”]

5.3 For equipment forming parts of the Goods which is not manufactured by the Seller, the original manufacturer’s warranty will apply.  The Seller’s liability for such equipment shall not exceed the liability of the original manufacturer.

5.4 The Seller’s liability under this Clause 5 will be reduced by the amount of any contributory loss of damage to the extent caused by Buyer’s act or omission.

5.5 The Buyer acknowledges and agrees that, to the extent permitted by law, the Seller has no liability in contract, tort (including negligence or breach of statutory duty), by statute or otherwise for loss or damage (whether direct or indirect) of profits, opportunity, revenue, goodwill, bargain, production, contracts, business or anticipated savings, corruption or destruction of data or for any indirect, special or consequential loss or damage whatsoever.

5.6 Seller’s total liability under any contract and the Agreement shall not exceed the total dollar amount of the Goods purchased by Buyer under each.


6.1 Where a specific delivery date has been agreed, and  this delivery date cannot be met, the Buyer will be given the option to forthwith agree to a new delivery date or cancel the order and receive a full refund, free from interest.

6.2 Whilst every reasonable effort shall be made to keep any delivery date, time of delivery shall not be of the essence and the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any other person or Company arising directly or indirectly out of any failure to meet any estimated delivery date.


7.1 The risk in the Goods shall pass to the Buyer upon delivery of the Goods or upon the Goods being appropriated to the Buyer but kept at the Seller’s premises at the Buyer’s request.

7.2 The Seller remains the owner of the Goods until the Seller has been paid in full for such Goods.

7.3 The Buyer shall inspect the Goods immediately upon its receipt and shall notify the Seller through email or fax of any defects or damage or wrongful within (7) seven working days from receipt of goods if any of the Goods are damaged or found not to be in compliance with the Seller’s Quotation.  If the Buyer fails to do this, he is deemed to have accepted the Goods and shall not be entitled to any claims against the Seller.

7.4 Any Goods in respect of which any claim of defect or damage is made shall be preserved by the Buyer intact together with the original packing at the Buyer’s risk and either:

a. retained by the Buyer for a reasonable period to enable the Seller or its agent to inspect or collect the Goods; or

b. at the Seller’s option, returned to the Seller who will refund the cost of shipping and packing to the Buyer if the Goods are in fact found to be defective.


8.1 If it is agreed that the Goods are to be returned to the Seller for any reason whatsoever:-

a. the Buyer shall return them within a reasonable time from its receipt of a Goods Return Reference Number from the Seller, which must be clearly shown on the returned parcels;

b. the Buyer will be liable for cost of remedying any damage to the Goods which occurred during its return (if any) where such damage has, in the opinion of the Seller, been caused by the Buyer whether due to inadequate/wrong packaging or any other reason; ,

c. the Seller reserves the right to charge  the Buyer a Handling and Restocking Charge of 25% on the Goods which are returned if they were ordered by the Buyer in error or are no longer required for any reasons whatsoever.


9.1 In the event that the Seller is prevented from carrying out its obligations under a contract for sale as a result of any cause beyond its control such as but not limited to Acts of God, War, Strikes, Lock-outs, Flood and Failure of third parties to deliver goods, the Seller shall be relieved of its obligations and liabilities under such contracts for sale for as long as such fulfilment is prevented.


  1. 10.1 The Seller’s failure to insist upon strict performance of any provision of these Conditions shall not be deemed to be a waiver of its rights or remedies in respect of any present or future default of the Buyer in performance or compliance with any of these conditions.


11.1 In the event of any breach of these Conditions by the Seller, the remedies of the Buyer shall be limited to damages which shall in no circumstances exceed the price of the Goods and the Seller shall under no circumstances be liable for any indirect, incidental or consequential damage suffered by the Buyer.


12.1 The governing law of this Agreement shall be the laws of Singapore.


13.1 Time shall be of the essence wherever mentioned.

13.2 This Contract shall be binding upon the successors in title and assigns of the Seller and Buyer.

13.3 This Contract constitutes the entire agreement between the Seller and the Buyer and supersedes all other agreements, whether in writing or otherwise.

13.4 No amendment to this Contract shall be effective unless it is expressly agreed to in writing by both parties.