Pleneo Terms & Conditions of Sale
These Terms and Conditions of Sale (“Terms of Sale”) are the exclusive terms and conditions applied to purchases, or offers to purchase, products or services (“Products”) from Pleneo Holdings Pte Ltd, and/or affiliated companies (“Pleneo”). Except as otherwise provided here, these Terms of Sale constitute the whole and entire agreement between Pleneo and Buyer (collectively “Parties”) relating to any order.
Acceptance of Order(s)
Pleneo reserves the right, in its sole discretion, to accept or reject any order. In event of acceptance, the Buyer understands and agrees these Terms of Sale unconditionally and without exception govern the rights and responsibilities of the Parties. For each order, Buyer agrees it shall either (a) submit a written purchase order as an electronic document delivered by email or EDI (“PO”), or (b) place said order online via Pleneo’s electronic ordering platform, which Buyer agrees shall constitute a valid PO. An order is only accepted upon receipt of a written Order Confirmation from Pleneo. The Product(s) are sold strictly for commercial and professional use and not for personal, household or consumer purposes.
Pricing and Taxes
All pricing issued by Pleneo is quoted in United States Dollar (“USD”) and is subject to change at Pleneo’s sole discretion, without notice. Unless expressly set forth herein, such pricing is exclusive of all costs, taxes, fees, and surcharges. Prices issued by Pleneo are “Ex Works” as defined in Incoterms® 2020, and where the cost of shipment, transportation and/or insurance is paid by Pleneo, Buyer agrees to be responsible to Pleneo for the amount stated on the Buyer’s invoice for such costs, in addition to the product purchase price. Buyer expressly understands and agrees it waives any and all interest and right it might have in requesting any price revision, regardless of circumstances. For the avoidance of doubt, Buyer understands and agrees that the invoice price of the Product(s) shall be the current price at time of invoice.
Payment
Buyer agrees to payment in full, within terms, and in the currency specified of all invoices that may be issued pursuant to a PO. Pleneo reserves the right to require payment via its method of choice and in advance of any shipment, and any credit granted to Buyer by Pleneo shall not be a condition of sale. Where Buyer places an order on credit, such credit is extended to Buyer by Pleneo under separate terms and conditions which may be changed, suspended or terminated at any time by Pleneo in its sole discretion, and without any claim for remedy or recourse by Buyer. Where Buyer is provided with credit, invoicing will take place at the time of shipment. If Buyer provides a debit or credit card as a method of payment for an order, Buyer warrants that they are authorized account holder or user of such payment method and expressly authorizes Pleneo (including via a third-party payment processor) to charge the payment method for the total invoice value.
If Buyer becomes delinquent in the payment of any amount invoiced to it by Pleneo, whether or not due to a change in credit terms, Pleneo may, in its sole discretion and in addition to any and all other remedies available to it, suspend performance of any PO or other business with Buyer, and may cancel any open PO(s) without liability for such termination. Accounts more than 30 days past due will be subject to an overdue fee of 2% per month or the maximum permitted by applicable law, whichever is lower. Buyer further agrees that information on Buyer’s transactions with Pleneo may be shared with Pleneo’s insurer(s), agencies and service providers. In the case of scheduled recurring payments for subscription-based software, Buyer understands and agrees that payment will be handled in accordance with the applicable software’s subscription agreement.
Delivery, Risk and Claims
Buyer agrees that any lead times provided by Pleneo to Buyer are provided in good faith and are not binding. Pleneo shall not be liable for any damages, loss, or penalty as a result of a delay in dispatch, shipment, or delivery for any reason or due to any cause beyond Pleneo’s reasonable control which shall not be considered a breach of these Terms of Sale. Product(s) may be delivered in separate shipments providing each Product is capable of use or resale on its own; and each partial delivery shall be accepted and paid for as if it had been performance of a separate order. Buyer assumes all risk and liability for the Product(s) while in shipment, and it falls to Buyer to inspect Product(s) upon delivery and, where appropriate, express any reservations to the delivery carrier. Pleneo’s delivery obligation shall be conditional on Buyer’s credit status at time of dispatch or shipment. Product(s) shall be deemed accepted and conforming by Buyer if no written notice is provided to Pleneo within seven (7) calendar days of delivery. Unless special features are agreed to in a written contract between Buyer and Pleneo, the features of the Product(s) shall be as stated in Pleneo’s current technical documentation.
Buyer understands and agrees that Buyer waives any and all claims and/or challenges to the fitness, suitability and use of Product(s) once they have been modified, or have deteriorated because of action or inaction by Buyer, in particular during storage, inspection, installation, assembly and disassembly. Where Pleneo agrees that the Product(s) is non-conforming, Pleneo may accept the return of such Product(s), at its cost, subject to the Product(s) being returned in original packaging, intact, and in good and marketable condition. Pleneo, at its sole discretion, may choose either to replace or repair any such non-conforming Product(s), or to credit the Buyer with the purchase price as set forth in Pleneo’s invoice. Product(s) may only be returned by Buyer to Pleneo upon issuance of a valid Return Merchandise Authorization (“RMA”). Buyer further understands and agrees that Pleneo does not supply Product(s) on a ‘sale or return’ basis. In no event and under no circumstances shall the Buyer be able to rely on such a return as reason to cease making any payment for which it is obligated, nor for cancelling all or part of any PO issued by Buyer. Depending on the circumstances of the return, Product(s) may be subject to a restocking fee.
Force Majeure
Pleneo shall not be liable for any delay or failure in performance of its obligations under these Terms of Sale to the extent such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, earthquake, war, terrorism, civil unrest, epidemic or pandemic, labor disputes, governmental action, sanctions, export restrictions, shortages of materials or components, transportation disruption, or failure of suppliers or subcontractors.
In such circumstances, Pleneo’s obligations shall be suspended for the duration of the force majeure event. If such event continues for more than ninety (90) days, Pleneo may terminate the affected order without liability.
Export of Product(s)
Buyer shall comply with all applicable export control, trade sanctions, and import laws and regulations of Singapore, the United States, the European Union, Canada, and any other relevant jurisdiction. Buyer shall not export, re-export, transfer, or resell the Product(s) in violation of such laws.
Buyer shall not engage in transshipment, diversion, or resale to any sanctioned country, entity, or individual.
Buyer shall indemnify and hold harmless Pleneo from any liability arising from Buyer’s breach of this clause.
Retention of Title
Title to the Product(s) shall remain with Pleneo until Pleneo has received payment in full (in cleared funds) of the invoice price and all other sums due from Buyer in respect of the Product(s). Until such time as title passes to Buyer: (a) Buyer shall hold the Product(s) as fiduciary bailee for Pleneo and shall store them separately from other goods in such a way that they remain readily identifiable as Pleneo’s property; (b) Buyer shall not pledge, charge, or otherwise encumber the Product(s); (c) If Buyer resells the Product(s) in the ordinary course of business prior to full payment, Buyer shall do so as principal and not as agent of Pleneo, and the proceeds of such resale shall be held on trust for Pleneo to the extent of all sums due to Pleneo; (d) Pleneo shall be entitled, without prejudice to any other rights or remedies, to enter any premises where the Product(s) are stored to inspect or repossess them if payment is overdue. Risk of loss or damage to the Product(s) shall pass in accordance with the applicable Incoterms® rule and shall remain with Buyer notwithstanding retention of title.
Cancellation of Order
Buyer may cancel or delay delivery of Product(s) under this agreement upon the written consent of Pleneo, which may be withheld in Pleneo’s sole discretion. Where Pleneo gives written consent to Buyer’s request to cancel or delay, reasonable cancellation fees may be payable. Despite its good faith and best efforts, Pleneo cannot guarantee that any Product, marketing literature, image or other information is accurate, current or without mistake. In addition, where a mistake is discovered (whether in literature or materials, order confirmations, Product delivery, or otherwise) Pleneo reserves the right to correct such mistake and revise Buyer’s order accordingly (including charging the correct price) or to cancel the order and provide a full refund for the applicable Product(s). In such event, Buyer retains the sole right to cancel the order without penalty and obtain a refund. Except as provided in these Terms of Sale, marketing literature, images, advertising, descriptions or illustrations shall neither form part of a contract nor have any contractual force.
Modifications and Patents
Pleneo may, at any time and without notice, make modifications to the design and fabrication of its Product(s), including the substitution of materials and components. If any modification is made to Product(s) without the express written consent of Pleneo, regardless of whether it causes (either directly or indirectly) damage to person or property, then any and all warranties are void, and Buyer shall indemnify, defend and hold harmless Pleneo for any claim, damages, demand, dispute, loss or liability, including attorneys’ fees and court costs, in any way related to such modification. In addition, Buyer understands and agrees to indemnify and hold harmless Pleneo against any claim, damages, demand, dispute, loss or liability (including attorneys’ fees and court costs) for any and all actual or alleged infringement of intellectual property and/or trade secrets relating to products manufactured by Pleneo based on designs or design information provided by Buyer, use of Product(s) in a manner inconsistent with Pleneo’s recommendations, and use of Product(s) with goods or property not supplied by Pleneo.
End User License Agreements
Buyer understands and agrees that its use of digital platforms, software Product(s), and associated services, whether purchased or provided without charge, shall be in accordance with Pleneo’s applicable End User
License Agreement(s). Pleneo does not warrant that any software, firmware, cloud services or digital platform components of the Product(s) will be uninterrupted, error-free, secure, or free from vulnerabilities.
Buyer acknowledges that software may contain defects and agrees that such defects shall not constitute breach unless they materially prevent use of the Product(s).
Warranty
As set forth in its Limited Warranty Statement at pleneo.com, Pleneo offers a Limited Warranty to the original end user of the Product(s). The terms of Pleneo’s Limited Warranty Statement are incorporated by reference to these Terms of Sale.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, PLENEO MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO IMPLIED WARRANTY BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE IS GIVEN BY PLENEO OR SHALL ARISE IN CONNECTION WITH THE CONDUCT OF THE PARTIES.
Exclusion of Statutory Implied Terms
To the fullest extent permitted by the Sale of Goods Act (Cap. 393) of Singapore and any other applicable legislation, all implied terms, conditions and warranties (including, without limitation, any implied condition as to quality, fitness for purpose, correspondence with description or sample, or merchantability) are hereby excluded. Nothing in these Terms shall exclude or restrict any liability which cannot lawfully be excluded under applicable law.
Liabilities, Dispute Resolution and Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES BUYER TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH PLENEO AND EXPLAINS LIMITATIONS OF LIABILITY.
Buyer understands and agrees that, in the event Product(s) are determined to be non-conforming, Buyer waives any and all rights and remedies, whether statutory or common law, except as provided herein. Buyer’s sole and exclusive remedy shall be, at Pleneo’s option, a repair or replacement of the non-conforming Product(s), or a credit to Buyer of the original purchase price of such Product(s) from Pleneo.
IN NO EVENT SHALL BUYER BE ENTITLED TO ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT OR INCIDENTAL DAMAGES OF ANY KIND, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, OR OTHER THEORIES OF LAW (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WITH RESPECT TO PRODUCTS OR SERVICES SOLD OR PROVIDED BY PLENEO, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, EVEN IF PLENEO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Buyer shall not commence any claim or dispute resolution to enforce Buyer’s rights or remedies arising from the sale of the Product(s) any later than one (1) calendar year from the date of invoice. If any claim by, or dispute of Buyer cannot be settled amicably between the parties, Buyer’s sole avenue to resolve any claim or dispute shall be by binding, confidential arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules for the time being in force. The seat of arbitration shall be Singapore. The courts of Singapore shall have exclusive jurisdiction over the enforcement of any arbitral award. The arbitrator shall have authority to award costs and legal fees in accordance with the SIAC Rules. In addition, Buyer understands and agrees that by submitting the claim or dispute to arbitration, Buyer waives any and all rights to class or representative proceeding, or any proceeding involving more than one individual or entity other than Buyer.
BUYER AND PLENEO AGREE THAT ANY CLAIM OR DISPUTE IS BETWEEN THE PARTIES, AND THAT SUCH CLAIM OR DISPUTE SHALL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING. NEITHER PARTY AGREES TO ANY PROCEEDINGS WHERE AN INDIVIDUAL ATTEMPTS TO RESOLVE A DISPUTE AS A REPRESENTATIVE OF ANOTHER INDIVIDUAL OR GROUP OF INDIVIDUALS. ADDITIONALLY, THE PARTIES AGREE A CLAIM OR DISPUTE CANNOT BE BROUGHT AS A CLASS OR OTHER TYPE OF REPRESENTATIVE ACTION, OR ON BEHALF OF ANY OTHER INDIVIDUAL OR GROUP OF INDIVIDUALS.
Buyer is liable for complying with the laws of all countries involved in the resale of Product(s) by Buyer under these Terms of Sale.
Pleneo’s total aggregate liability arising out of or in connection with any Product(s) sold under these Terms of Sale, whether in contract, tort (including negligence), strict liability or otherwise, shall not exceed the total amount paid by Buyer to Pleneo for the specific Product(s) giving rise to the claim. Pleneo shall have no liability for any claims brought by Buyer’s customers or third parties unless such claim would have succeeded if brought directly by Buyer under these Terms of Sale.
Data Protection
Buyer acknowledges and agrees that Pleneo may collect, use, process, and disclose personal data in connection with the performance of these Terms of Sale in accordance with applicable data protection laws, including the Personal Data Protection Act 2012 of Singapore (“PDPA”). Buyer warrants that it has obtained all necessary consents from its representatives and personnel for such processing.
Complaints and Legal Notices
All complaints and legal notices regarding Product(s) sold under this agreement must be submitted in writing via registered overnight courier to
Pleneo Holdings Pte Ltd, 9 Raffles Place, Singapore, 048619.
Governing Law
All laws and regulations required to be incorporated in agreements of this character are incorporated herein by this reference. These Terms and Conditions of Sale shall be governed by and construed according to the laws of Singapore, excluding any choice of law rules. Pleneo shall be entitled to recover reasonable attorneys’ fees and expenses relating to the collection of any amounts owed in connection with Product(s) sold to Buyer, expenses relating to the retrieval of Product(s) shipped to Buyer but not paid in full, and expenses relating to the enforcement of these Terms of Sale, whether or not a claim, dispute or proceeding suit is pursued or filed. Pleneo’s rights and remedies provided herein shall be cumulative, and in addition to any other rights and remedies provided under law or in equity. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms of Sale or to any contract formed pursuant hereto. In addition, Pleneo’s failure to exercise any specific right or remedy hereunder shall not constitute a waiver of such rights, nor shall a waiver of any breach constitute a waiver of any other breach. Buyer shall not, without the prior written consent of Pleneo, assign or encumber its rights under these Terms of Sale. Pleneo may subcontract all or part of its obligations under this agreement without Buyer’s consent.
Severability
If any term of these Terms of Sale is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect.
Complete Agreement
These Terms of Sale constitute the entire agreement between Pleneo and Buyer and supersede any prior oral or written undertakings, commitments, negotiations, statements, communications, acceptances and agreements between Pleneo and Buyer relating to an order or other subject matter hereof; provided, however, that if the Terms of Sale conflict with an existing individual customer contract previously signed between Pleneo and Buyer such contract terms shall control. These Terms of Sale shall not be nullified or modified by any prior course of dealing, trade custom or usage and can only be amended in writing with the written consent of Pleneo and Buyer. Buyer acknowledges that it has not relied on any representation, statement, promise or warranty made or given by or on behalf of Pleneo which is not expressly set out in these Terms of Sale.