TERMS AND CONDITIONS OF SALE REMY COINTREAU INTERNATIONAL
These terms and conditions ("T&Cs") set out the terms on which Remy Cointreau International Pte Ltd. ("RCI"), company number 200805520G, whose registered office is at 152 Beach Road #33-01 Gateway East, Singapore 189721 ("Supplier") will sell and supply, and the person or firm ("Customer") will purchase products ("Products") as set out in the Customer's order ("Order"). Supplier and Customer are hereinafter referred to as Party or together Parties. These T&Cs shall apply to the Order and prevail over any other terms agreed orally or in writing between the Parties, unless otherwise expressly in writing. These T&Cs do not constitute an offer of sale.
Should there be commercial terms ("Commercial Term(s)") negotiated, agreed and signed between the Parties, these Commercial Terms shall become an integral part of the overall agreement between the Parties. In case of any discrepancies between the T&Cs and the Commercial Terms, the latter shall prevail.
1. Terms of Sale
Order. The Customer shall periodically submit to the Supplier, in writing, orders for specified quantities of certain Products. The Supplier shall within eight (8) days after receipt of a written order advise the Customer in writing and at its sole discretion of its acceptance or rejection of the order. Upon acceptance by the Supplier of an order submitted by the Customer, the order shall become a binding contract between the Supplier and the Customer.
Any order implies unconditional acceptance of these T&Cs by the Customer, which prevail over all other conditions, including the Customer's general purchasing conditions, except for those expressly accepted by the Supplier.
Minimum order. Specific minimum quantities for orders will be indicated separately for each specific Product. No order for less than these minimum quantities will be accepted by the Supplier.
Delivery. Unless differently agreed in writing between the Parties, the Supplier shall deliver the Products under the FCA Singapore Incoterm. The Supplier may, at any time modify the Incoterm following a three (3) months notification to the Customer.
The Customer warrants that it has all the authorizations and certificates to import goods in the place of Delivery. The Customer undertakes to act as the importer in the country of arrival and to proceed with the customs declaration and duties payment. The Customer is responsible for the conformity of the Products it imports and must inform the Supplier of any regulatory or tax changes in sufficient time to enable the Supplier to ensure the conformity of the Products where this is its responsibility.
The Customer shall examine all Products upon delivery for any damage and for any short shipment and indicate such damage or short shipment on the delivery receipt. The Customer shall also notify the Supplier in writing of any damage or short shipment within three (3) working days of Delivery. The Customer shall retain the damaged Products for inspection by the Supplier. Failing such notification, the Customer shall be deemed to have received all the Products subject to an order free of any damage and in the right quantity.
Return and Exchange. All Orders are firm and final. Notwithstanding returns for damaged products or product recalls organized by the Supplier, no cancellation, no return and no exchange in whole or in part, of any order shall be accepted by the Seller.
2. Payment
Price. The prices for the Products shall be the prices set forth in the Commercial Terms or the ones set on the Supplier's price list communicated to the Customer alongside the present T&Cs.
The Supplier shall be entitled to modify in writing the price list from time to time and at least once a year, with each revision becoming applicable to all orders placed by the Customer within thirty (30) days after receipt by the Customer of the revision.
The Customer is free to define its resale prices to its own customers.
Invoice. The Supplier shall invoice on the date of shipment all Products to the Customer in US Dollars or other currency contractually agreed in writing between the Parties.
Payment terms. The Supplier shall solely decide the orders to be paid cash in advance, prior to the shipments, and the Customer shall pay fully and entirely these invoices before delivery. Unless otherwise stated in Commercial Terms, the payment in respect of each invoice shall be made by the Customer within thirty (30) days from the date of invoice. Should the Customer fail to pay within the agreed payment term, the Supplier will have the right to review the payment conditions and require different terms. The Supplier may also: (i) charge interest at a daily rate of 6% per annum above thirty (30) days from the date such amount was due until actual payment, (ii) withhold all further delivery of Products until full payment, (iii) require an irrevocable letter of credit, stand-by letter of credit or bank guarantee
Duties and Tax. All prices are exclusive of any withholding or import taxes and duty, applicable value added or any other sales tax, for which the Customer will be liable.
3. Title and Risk
The risks in the Products shall be transferred when goods are loaded on vessel (FCA SG Port) or loaded by customer carrier (FCA SG Warehouse). Title to the Products shall not pass to the Customer until the earlier of: (i) the Supplier receiving payment in full for the Products and any other products that the Supplier has supplied to the Customer in respect of which payment has become due; or (ii) according to the Incoterm mentioned in the Commercial Term if applicable.
Until title to the Products have passed to the Customer, the Customer shall:
- store the Products separately from all other products held by the Customer and ensure that the Products are suitably labelled so that they remain readily identifiable as the Supplier's property.
- Not remove, deface or obscure the identifying mark or packaging on or relating to the Products
- Maintain the Products in satisfactory condition and keep them insured to the reasonable satisfaction of the Supplier against all risks for their full price form dispatch, evidence of such insurance shall be provided by the Customer to the Supplier upon request.
- Give the Supplier information relating to the Products as the Supplier may require from time to time.
4. Resale by the Costumer
The Products are sold by the Supplier to the Customer subject to the condition that the Customer does not resell Product except in, or from, bottles or containers supplied by the Supplier and exactly as supplied by the Supplier. The containers shall at all times only be used to contain and/or dispense Products and no other products or substance.
The Customer shall be entitled to determine resale prices at its sole discretion.
The Supplier shall be entitled to recover compensation from the Customer by way of damages for any loss or damage arising directly or indirectly from any breach of the conditions contained in this article.
5. Liability
Nothing in these T&Cs shall limit or exclude the Supplier's liability for:
- Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable)
- Fraud or fraudulent misrepresentation
- Breach of the T&Cs
- Any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
Neither party shall be liable to the other for any special, indirect, consequential, punitive or exemplary damages, including any damages on account of loss of profits, loss of opportunity, loss or use, or on account of expenditures, investments, leases or commitments in connection with its business.
In any case not forbidden by the applicable law, the Supplier's liability will be limited to the total amount of the litigious order.
6. Quality and Product Recall
The Supplier reserves the right to decide at its discretion to recall Products in the event of concerns regarding the quality, health, safety, or other aspects of the Products.
The Customer undertakes to cooperate fully with the Seller to carry out any Product recall.
If a Product recall is necessary due to an act, omission, or negligence of the Customer or its subcontractors, the Customer shall compensate the Supplier for all losses, costs, and expenses incurred by the Supplier in connection with such Product recall.
7. Force Majeure
The Supplier shall not be liable for any failure or delay in performing its obligation to the extent that such failure or delay is caused by a force majeure event. A force majeure event means any event beyond the Supplier's reasonable control, including without limitation strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions or default of suppliers or subcontractors.
8. Confidentiality
The Customer shall keep strictly confidential all information concerning the business and affairs of the Supplier obtained pursuant to the Order or prior to and in contemplation of it and shall disclose the same only to those of its directors and employees to whom and to the extent that such disclosure is necessary for the purposed of the Order.
Those obligations shall survive the expiry or termination of the relationship but shall not apply to any information which (a) the recipient can demonstrate was already in its possession and at its free disposal prior to receipt under the circumstances mentioned above; (b) is subsequently disclosed to the recipient without any obligation of confidence by a third party who has not derived it directly or indirectly from the disclosing party; (c) enters the public domain through no act or default of the recipient, its agent or employees; or (d) is required by law to be disclosed.
9. Anti-bribery and Trade Restrictions
The Customer shall comply with all anti-bribery laws and regulations. The Customer adheres to Rémy Cointreau Code of Conduct and shall apply same principles or similar principles to its staff. Rémy Cointreau Code of Conduct is available at: https://www.remy-cointreau.com/en/group/ethics-compliance/.
The Customer shall notify the Supplier, without undue delay, upon becoming aware or specifically suspecting acts of bribery in connection with the execution of these T&Cs.
The Customer warrants that, from its best knowledge, neither the Customer nor any of its employees, directors, members, shareholders, or persons acting on its behalf is in a situation which could give rise to a conflict of interest in what concerns the performance and/or implementation of the T&Cs.
The Customer shall inform immediately the Supplier in the event the Customer or one of its employees, directors, members, shareholders, or persons acting on its behalf is or might be in a situation which could give rise to a conflict of interest in what concerns the performance and/or implementation of the T&Cs.
The Customer shall provide all necessary assistance to the Supplier to respond to a request from a duly authorized authority relating to the fight against bribery.
The Customer authorizes the Supplier to conduct audits to ensure compliance by the Customer to provisions mentioned in this Article.
Furthermore, the Customer warrants that all funds used to purchase the Products are from legitimate sources and such funds do not constitute proceeds of criminal conduct or proceeds of terrorism financing. The Customer undertakes that it will not take any action under these T&Cs that will be a breach of any anti-money laundering laws, any anti-corruption laws, and/or any counter-terrorist financing laws.
The Customer shall comply with all applicable laws and regulations with regard to the supply, sale, transfer, export, re-transfer, or re-export of the Products, including but not limited to those relating to trade sanctions (including but not limited to comprehensive or sectorial embargoes and restricted parties). For the avoidance of doubt, all applicable laws and regulations could include those originating out of the United Nations, the European Union, OSCE or the United States. The Distributor shall not engage in any activity, directly or indirectly, that would involve (i) entities, individuals or countries subject to sanctions (ii) products, technologies or services prohibited by these sanctions.
Any breach of this anti-bribery, corruption, anti-money laundering and trade restrictions provision shall be considered as a material breach of the Agreement and grounds for immediate termination and the Distributor shall be compensated for only the services rendered through the effective termination date. In the event of termination due to breach of this provision, the Supplier shall be entitled to claim damages resulting therefrom.
10. Personal Data
As part of their contractual relations, each Party shall undertake to comply with the Personal Data Protection Regulations applicable on personal data processing and, in particular the Personal Data Protection Act 2012 (the PDPA).
The Customer undertakes to take into consideration, in terms of its tools, products, applications or services, the principles of data protection by design and by default.
Should the data provided by the Customer or Supplier contain personal data then the parties shall conclude a separate agreement on data processing Furthermore, the Customer undertakes to contact without delay the Supplier in case of any request of data subjects, or any data breaches related to the processing of personal date under the T&Cs at the following address: privacy@remy-cointreau.com
11. Intellectual Property
The intellectual property rights attached to the Products sold are and remain the exclusive property of the Supplier. All exploitation rights are exclusively reserved to it. Under these conditions, no one is authorized to reproduce, exploit, distribute or use for any reason whatsoever, even partially, the intellectual property rights, without prior written consent of the Supplier. The brands and logos of the Supplier are registered trademarks. Any reproduction, therefore, constitutes an infringement.
The Supplier remains the sole owner of all intellectual property rights over the photographs, presentations, studies, drawings, models, prototype etc, produced (even at the Customer's request) for the supply of the Products. The Customer therefore refrains from any reproduction or exploitation of said photographs, representations, studies, drawings, models, prototypes, etc, without the express written and prior authorization of the Supplier.
12. General
Termination. The agreement between the Parties may be terminated by RCI immediately if the Customer commits a (i) material breach of any term of these T&Cs or the Order including default of payment (ii) becomes insolvent, enters into liquidation, bankruptcy, administration or analogous proceedings, or ceases or threatens to cease to carry on its business; or (iii) undergoes a significant change of control that is not notified to RCI. Upon termination, all sums due by the Customer becomes payable. The Customer must promptly return all stocks, property, confidential information and materials belonging to the Supplier and cease using its intellectual property.
Termination shall not affect any rights or obligations accrued prior to the effective date of the termination.
Notice. Any notice given to a party shall be in writing and shall be delivered by hand or pre-paid first-class at the address specified by the receiving party, or sent via email to the Parties' key contacts with acknowledgment of delivery Any notice shall be deemed to have been received if delivered by hand, on signature of a delivery receipt, if via a delivery service, at the time recorded by the delivery service, if sent by email, at the time of reception of the acknowledgement of the email delivery note.
Insurance. The Customer shall have and maintain in force and effect a commercial and public general liability insurance with product liability covering in full the storage, promotion, sale and distribution of the Products in an aggregated amount of no less than SGD 7,500,000 per occurrence. Such insurance policy shall be with a recognized, creditworthy and reputable insurance company. Evidence of the insurance policy shall be provided upon request by the Supplier.
Governing law and Jurisdiction. The present T&Cs shall be governed by and construed in accordance with the law of Singapore.
The Parties agree that any dispute, controversy or claim arising out of or in connection with the present T&Cs (including any question regarding its existence, validity or termination) (the "Dispute") shall first be resolved through amicable resolution. If no agreement is found between the Parties, the Dispute shall then be referred to the Singapore International Mediation Centre for mediation in accordance with the Singapore International Mediation Centre Mediation Rules for the time being in force. If the Dispute cannot be resolved through mediation within eight (8) weeks after commencement of mediation at the Singapore International Mediation Centre, or within such other period as may be agreed by the parties, the parties shall submit the Dispute to the exclusive jurisdiction of the Singapore International Commercial Court.