General Terms and Conditions of Business

 

1. Scope of the Conditions

1.1)
These General Terms and Conditions of Business (“Terms and Conditions”) govern exclusively the delivery of goods and provision of services by L.T.M. Corporation Pte. Ltd. (“LTM”) to the purchaser (“Purchaser”). They also apply to all future business dealings between LTM and the Purchaser, even if not expressly restated. “Parties” refers collectively to both LTM and the Purchaser, while “Party” refers to each individually. “Goods” refers to the items or materials supplied by LTM.

1.2)
These Terms and Conditions apply only to commercial transactions and do not extend to consumer purchases made for personal, domestic, or household purposes.

1.3)
The Purchaser is responsible for ensuring compliance with all relevant laws and regulations, including workplace safety and environmental standards, relating to the use, handling, and installation of goods supplied by LTM.

​

2. Quotations and Formation of Contracts

2.1)
All quotations issued by LTM require written confirmation by LTM to become valid. Any acceptance or order by the Purchaser must receive written confirmation from LTM (via letter, fax, or email) to form a legally binding contract (“Contract”).

2.2)
These Terms and Conditions prevail over any conflicting, additional, or different terms contained in the Purchaser’s order or correspondence, unless expressly accepted in writing by an authorized representative of LTM.

2.3)
Goods shall conform to the product descriptions or specifications set out in LTM’s official catalogues, brochures, or website at the time of quotation. No other representations, statements, or promotional materials shall form part of the Contract unless expressly confirmed in writing by LTM.

2.4)
LTM retains all ownership and intellectual property rights (including copyrights, design rights, trademarks, and patents) in any cost estimates, drawings, or documentation provided to the Purchaser. Such materials may not be copied or disclosed to third parties without LTM’s prior written consent.

​

3. Prices

3.1)
Unless otherwise agreed in writing, prices stated in LTM’s quotation remain valid for seven (7) calendar days from the date of issuance. The prices in LTM’s written order confirmation shall prevail. Prices exclude GST, which will be charged at the prevailing statutory rate.

3.2)
Unless otherwise agreed in writing, prices are quoted on an Ex-Works (EXW) basis in accordance with Incoterms® 2010, and delivery, insurance, and freight costs shall be borne by the Purchaser.

3.3)
LTM reserves the right to revise prices in the event of material changes in raw material costs, exchange rates, or freight charges prior to delivery, provided such adjustments are communicated to the Purchaser in writing.

​

4. Delivery and Performance

4.1)
Delivery shall be made in accordance with the agreed Incoterm (Incoterms® 2010) stated in the order confirmation.

4.2)
Only delivery dates expressly confirmed in writing by LTM shall be binding. Indicative lead times are for reference only.

4.3)
The delivery period commences only after all required documentation, specifications, and payments (if applicable) have been received by LTM.

4.4)
LTM shall not be liable for non-performance or delay caused by Force Majeure, including fire, flood, natural disaster, war, terrorism, strikes, supplier delays, or circumstances beyond LTM’s reasonable control. In such cases, LTM shall be entitled to an appropriate extension of time. If a Force Majeure event continues for more than ninety (90) days, either Party may terminate the Contract by giving fourteen (14) days’ written notice. No compensation shall be payable for such termination.

4.5)
LTM may make partial deliveries or performances unless otherwise agreed in writing.

​

5. Transfer of Risk

5.1)
Risk of loss or damage passes to the Purchaser in accordance with the relevant Incoterm (Incoterms® 2010) specified in the order confirmation.

5.2)
If the Purchaser fails to accept delivery or delays collection, risk shall pass to the Purchaser upon such failure. LTM may store the goods at the Purchaser’s cost and risk. After a two-week grace period, LTM may terminate the Contract or demand full payment, and the Purchaser shall be liable for all resulting losses or expenses.

​

6. Retention of Title

6.1)
Title to the goods remains with LTM until full payment of all amounts due under the Contract and any other outstanding obligations owed to LTM.

6.2)
The Purchaser may resell or process the goods in the ordinary course of business but shall assign to LTM all receivables arising from such resale up to the value of LTM’s goods. The Purchaser shall collect such receivables on LTM’s behalf until authorization is revoked.

6.3)
Where LTM’s goods are combined or processed with other goods, LTM shall acquire joint ownership of the resulting product proportionate to the value of the LTM goods.

6.4)
In the event of the Purchaser’s default, insolvency, or enforcement actions, LTM may recover the goods without liability. The Purchaser must immediately notify LTM of any third-party claims or actions affecting the goods.

6.5)
If the Purchaser breaches the Contract, particularly by payment default, LTM may demand disclosure of all goods still under retention of title and their processing status. Repossession of goods shall not automatically terminate the Contract.

6.6)
At the Purchaser’s request, LTM may release securities exceeding 20% of the secured claims.

​

7. Payment

7.1)
Unless otherwise agreed in writing, payment is due within twenty-one (21) calendar days from the invoice date, net of any deductions or bank charges.

7.2)
Payments are deemed received only upon credit to LTM’s designated bank account.

7.3)
If the Purchaser fails to pay any amount when due, LTM may charge interest at 8% per annum, accruing daily from the due date until payment is received in full.

7.4)
LTM may apply payments received to the Purchaser’s oldest outstanding debts and associated interest or costs.

7.5)
If LTM reasonably believes that the Purchaser’s creditworthiness has deteriorated, LTM may require immediate payment, advance payment, or security before further performance.

7.6)
All payments shall be made without set-off or counterclaim, and free from any withholding or deduction, unless required by law. If withholding is required, the Purchaser shall gross up payments so that LTM receives the full invoiced amount.

​

8. Changes in Design

LTM reserves the right to make design or specification changes at any time to comply with legal or safety requirements or to implement product improvements, provided such changes do not materially affect the intended function or quality of the goods.

​

9. Inspection and Defects

9.1)
The Purchaser must inspect the goods immediately upon delivery. Any visible defects or discrepancies must be notified to LTM within seven (7) days of receipt.

9.2)
Hidden defects not reasonably detectable upon delivery must be reported immediately upon discovery, and in any case no later than three (3) months from delivery.

9.3)
Upon receiving timely notice, LTM may, at its discretion, repair or replace the defective goods. The Purchaser shall, at its expense, return the defective goods to LTM if requested. Replacement or repaired goods shall be supplied under the same warranty terms for the remaining period.

9.4)
Except as expressly stated herein, LTM makes no other warranties, whether express or implied, statutory or otherwise, including any implied warranties of merchantability or fitness for a particular purpose.

​

10. Limitation of Liability

10.1)
LTM’s liability for any claim arising out of or in connection with the Contract shall not exceed the contract price of the goods giving rise to the claim.

10.2)
LTM shall not be liable for any indirect, incidental, special, or consequential losses, including loss of profit, business interruption, or loss of data.

10.3)
To the extent that LTM’s liability is limited or excluded, such limitation shall also apply to its employees, agents, and representatives.

​

11. Confidentiality

Unless expressly marked as confidential, information disclosed by either Party shall not be considered confidential.
Each Party agrees, however, to treat any non-public technical, commercial, or pricing information received from the other Party in confidence and not disclose it to third parties without prior written consent.

​

12. General Provisions

12.1)
These Terms and Conditions are governed by and construed in accordance with the laws of Singapore. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

12.2)
The Parties submit to the non-exclusive jurisdiction of the Singapore courts.

12.3)
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.4)
Failure or delay by either Party in exercising any right shall not constitute a waiver of that right or any other right.

12.5)
All rights and remedies of the Parties are cumulative and not exclusive of any other rights or remedies available at law.

12.6)
The Purchaser may not assign, transfer, or subcontract any rights or obligations under these Terms without LTM’s prior written consent. LTM may assign or subcontract its rights and obligations at any time.

12.7)
A person who is not a Party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 (Cap. 53B) to enforce any provision of these Terms.

12.8)
If these Terms are translated into another language, the English version shall prevail in the event of any inconsistency.

​

13. Data Protection and Privacy

13.1)
Each Party shall comply with all applicable data protection laws in Singapore, including the Personal Data Protection Act 2012 (PDPA).

13.2)
The Purchaser acknowledges that LTM may collect, use, disclose, and process personal data (as defined under the PDPA) of the Purchaser’s officers, employees, or representatives for purposes reasonably related to the performance of the Contract, including order fulfilment, invoicing, and after-sales service.

13.3)
LTM shall make reasonable security arrangements to protect such personal data from unauthorized access, disclosure, or modification.

13.4)
By entering into the Contract, the Purchaser consents to the collection, use, and disclosure of such personal data by LTM for the purposes stated herein.

13.5)
For more information on how LTM manages personal data, the Purchaser may refer to LTM’s Privacy Policy available on its official website or request a copy directly from LTM.

​

14. Entire Agreement

These Terms and Conditions constitute the entire agreement between the Parties regarding the sale of goods and supersede all prior communications or representations.
No variation shall be effective unless made in writing and signed by authorized representatives of both Parties.