USAGE AREA

Terms of service

Terms & Conditions

These terms and conditions govern the sale of Products (“Products”) and the provision of services (“Services”) by Delight OptoElectronics Private Limited and its divisions, subsidiaries and affiliates (“Seller”) as well as by third party vendors and/or service providers of Seller. These terms and conditions (“Agreement”) take precedence over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Acceptance by Buyer is limited to and conditioned upon Buyer’s assent to these terms and conditions. Neither Seller’s commencement of performance or delivery shall be deemed or constituted as acceptance of Buyer’s supplemental or conflicting terms and conditions. Buyer’s acceptance of the Products and/or Services from Seller shall be deemed to constitute acceptance of the terms and conditions contained herein.

THESE TERMS AND CONDITIONS MAY ONLY BE WAIVED OR MODIFIED IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SELLER.

  1. Orders

All orders placed by Buyer are subject to acceptance by Seller. Orders may not be cancelled or rescheduled without Seller’s written consent. Seller may in its sole discretion allocate Product among its Customers. Seller may designate certain Products as non-cancellable, non-returnable (“NCNR”) or customer specific (“CS”) Products and the sale of such Products shall be subject to the special terms and conditions contained in Seller’s Special Product Agreement, which shall prevail and supersede any inconsistent terms and conditions contained herein or elsewhere.

  1. DELIVERIES

Free delivery on qualifying orders is only applicable to purchases that are made in a single invoice, to a single address in one trip, unless otherwise stated.In the event that a single order has to be split into various delivery dates/locations/timings due to special requests and/or selection of delivery dates within the stated delivery lead-time period, additional logistics charges will apply at the discretion of Seller, or at the discretion of any of our affiliated sellers and fulfilment agents that will be delivering your order.Free delivery on qualifying orders is only applicable within Singapore mainland. Additional delivery charges may be incurred at the discretion of seller should the deliveries be chosen to occur outside of our normal operating hours. An additional surcharge on top of the delivery charges already incurred will be applicable for deliveries to selected locations.

In the event that the goods cannot be delivered on your preferred delivery date and/or time-slot due to reasons such as lack of stock from suppliers or scheduling difficulties, you will be notified the soonest possible. Seller reserves the right to amend the delivery timings or to substitute the original item to a similar product of higher or equal value should such circumstances arise.To qualify for free delivery, your delivery location must be accessible via elevator (i.e. on the same storey as lift landing) or must be on the same floor as the goods loading/unloading area. If the delivery crew is unable to deliver the furniture to your location via the elevator at the point of delivery, we will assess (at our own discretion) the feasibility of the goods being carried up via the staircase in a non-hazardous manner. If the process is deemed hazardous and the delivery is deemed unfeasible, Seller reserves the right to cancel the delivery. Upon cancellation, a refund of any of your prior payments for that delivery will be made by cheque within two weeks from the initial delivery date.

 

2a. Delivery Dates and Timing

The delivery time frame that you select online is only tentative. You will be informed of the estimated delivery time frame the day before the scheduled delivery if we are unable to keep to your preferred time frame. Should you not receive any phone calls from us, it will be deemed that your delivery is scheduled to happen within your preferred time frame.You will be contacted again an hour before delivery by the delivery team to confirm your presence at the delivery location and to notify you of our impending arrival.

It is required for customers to be present during the stipulated delivery time to avoid holding up the delivery team from their deliveries to other customers. We seek your understanding when it comes to delivery timings.

Seller reserves the right to change the delivery date and time should any unforeseen circumstances arise in the midst of delivery. While we endeavour to adhere to scheduled delivery timings and warrant to act within our means to notify you the soonest possible of any delays or difficulties, you acknowledge that you will, at no point in time, hold seller liable for any inconvenience, losses, damages, injury, charges, expenses and/or deaths that may arise from any delayed, postponed, incomplete or unfulfilled deliveries, to the extent permitted by Law.

  1. Acceptance/Returns

Shipments will be deemed to have been accepted by Buyer upon delivery of the said shipments to Buyer unless rejected upon receipt. Buyer shall perform whatever inspection or tests Buyer deems necessary as promptly as possible but in no event later than two (2) days after delivery, after which time Buyer will be deemed to have irrevocably accepted the Products. Any discrepancy in shipment quantity must be reported within two (2) working days of receipt of the Products. In the event of an over shipment, Buyer shall have the option to return the Products to Seller at Seller’s expense or alternatively, Buyer may elect to retain the Products (subject to adjustment of the invoice or the issuance of another invoice to account for such additional items.) Any Product returns shall be subject to compliance with Seller’s Return Merchandise Authorization (“RMA”) policies and procedures, which are available upon request, as well as a restocking charge equivalent to 50% of the value of such Product as specified in Seller’s invoice to Buyer. Returned Products must be in the original manufacturer’s sealed packaging and conform to minimum package quantity (“MPQ”) requirements. Products not eligible for return shall be returned to Buyer freight collect.

  1. Clearance Items/1 SET OFFER/AS-IS/Showroom condition

There will be strictly no returns, refunds, exchanges or warranties for items which are under clearance, '1 SET OFFER' or AS-IS, unless otherwise stated. The product descriptions of clearance items and '1 SET OFFER's will clearly state their defects (if any).

  1. Payment Methods

Payment for all items sold on the website can be made via with a credit/debit card via a third-party payment gateway.

Payment terms are in Singapore Dollars (SGD$) only. All purchases in other currencies will be converted to Singapore Dollar(SGD$) at an exchange rate by internationally recognized third party bank or currency exchange.

 

  1. Limited Warranty and Limitation of Liability

(a). SELLER provides a limited warranty for the timeframe specified by its original manufacturer for each product. The SELLER’s obligation is expressly limited to repair or replacement after prior written material return authorization has been granted. This limited warranty is based on lamp operation of 12 hours per day, 365 days per year. This warranty is further dependent upon proper storage, installation, use and maintenance of the product.

(b) Seller’s exclusive obligations with respect to a non-conforming Product or Service shall be, at Seller’s option, to repair or replace the Product, if it is determined to be defective, or to re-perform the Service, or to refund to Buyer the purchase price paid for the Product or Service. Notwithstanding anything herein to the contrary, the liability of Seller under this Section 6(b) for all claims shall not exceed the sum of Buyer’s payments for the Products or Services which are the subject of the dispute and the foregoing is Buyer’s sole and exclusive remedy for all claims under this Section 6(b).

THE FOREGOING WARRANTIES ARE THE SOLE WARRANTIES, EXPRESS OR IMPLIED, GIVEN BY SELLER IN CONNECTION WITH THE PRODUCTS AND SERVICES, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND WARRANTIES AGAINST LATENT DEFECTS; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(c) Replacement Products shall be warranted as set forth in Section 6(a) above. Any Products repaired or serviced by Seller shall be warranted as provided in this Section 6 for the remainder of the manufacturer’s warranty period.

(d) No warranty shall apply to any Product that has been subject to modification, misuse, improper testing, assembly, mishandling, or which has been operated contrary to current instructions relating to installation, maintenance or operation, or contrary to industry standards. This warranty is not applicable to any Product which is not installed and operated in accordance with the Singapore's SPRING(SAFETY) guidelines. This warranty does not apply to damage or failure to perform arising from abnormal stresses and operating conditions and temperatures, lighting, or electrical surges.

(e) Seller disclaims, and shall have no liability for any trademark, trade dress, trade secret, copyright, design or patent infringement, or any other intellectual property right, which may occur, as a result of the sale of Products to Buyer. The only remedy or recourse for trademark, trade dress, trade secret, copyright, design or patent infringement, or any other intellectual property right, shall be against the manufacturer of the Products which is explicitly subject to the limited warranty of the manufacturer of the Product. There shall be no remedy or recourse against Seller or the manufacturer to the extent the infringement arises from or is otherwise based upon (i) the manufacturer’s compliance with the particular requirements of Buyer that differ from the manufacturer’s standard specifications for the Product; (ii) modifications or alterations of the product other than by the manufacturer; or (iii) a combination of the Product with other items not furnished or manufactured by the manufacturer.

(f) BUYER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND SELLER SHALL NOT BE LIABLE FOR, INDIRECT,SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT LIMITATION,BUSINESS INTERRUPTION COSTS, REMOVAL AND/OR REINSTALLATION COSTS, REPROCUREMENT COSTS,LOSS OF PROFIT OR REVENUE, LOSS OF DATA, PROMOTIONAL OR MANUFACTURING EXPENSES,OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BUYER’S RECOVERY FROM SELLER FOR ANY CLAIM SHALL NOT EXCEED BUYER’S PURCHASE PRICE FOR THE PRODUCT GIVING RISE TO SUCH CLAIM IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. SELLER SHALL NOT BE LIABLE FOR AND BUYER SHALL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM ANY CLAIMS BASED ON SELLER’S COMPLIANCE WITH BUYER’S DESIGNS, SPECIFICATIONS OR INSTRUCTIONS, OR MODIFICATION OF ANY PRODUCTS BY PARTIES OTHER THAN SELLER, OR USE IN COMBINATION WITH OTHER PRODUCTS. IF, FOR ANY REASON, THE FOREGOING LIMITATIONS ARE FOUND BY AN ARBITRATION PANEL OR COURT OF COMPETENT JURISDICTION TO BE INVALID OR INAPPLICABLE UNDER ANY APPLICABLE STATE OR PROVINCIAL LAW, BUYER AGREES THAT SELLER’S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE SHALL BE LIMITED TO ACTUAL DAMAGES WITHOUT REGARD TO ANY PUNITIVE OR EXEMPLARY DAMAGES PROVIDED BY ANY SUCH APPLICABLE LAW.

(g) Buyer acknowledges that this Agreement was entered into at arm's length and that it was not fraudulently induced to enter into this Agreement, in whole or any part, and Buyer explicitly disclaims and waives any claim with respect thereto.

  1. Intellectual Property

If any Product includes software or other intellectual property, such software or other intellectual property is provided by Seller to Buyer subject to the copyright and user license, if any, for such Products, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Buyer acknowledges and understands that Seller is not the manufacturer of any Products ordered or to be supplied to Buyer and is not liable to Buyer or any third party for any copyright, design or patent issue, right or claim that may arise in relation to any Product.

  1. Export Control/Use of Products

Buyer certifies that it will be the recipient of Products to be delivered by Seller. Buyer acknowledges that the Products are subject to the export and/or import control laws and regulations of various countries including the Export Administration Laws and Regulations of Singapore. Buyer agrees to comply strictly with all Singapore export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required and acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Products sold by Seller cannot be transferred, sold or re-exported to any party on the Entity List or Restricted Person List of the Singapore. Department of Commerce, SPRING, NEA, any party designated by the Singapore Treasury Department’s Office of Foreign Assets Control, and any party debarred or sanctioned for proliferation or

terrorism reasons. Products sold by Seller are not designed, intended or authorized for use in life support, life sustaining, nuclear, or other applications in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage.

If Buyer uses or sells the Products for use in any such applications:

(1) Buyer acknowledges that such use or sale is at Buyer’s sole risk;

(2) Buyer agrees that Seller and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and

(3) Buyer agrees to indemnify, defend and hold Seller and the manufacturer of the Products harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.

  1. Technical Assistance or Advice

Any technical assistance or advice offered by Seller in regard to the use of any Product or provided in connection with Buyer’s purchases is given free of charge and only as an accommodation to Buyer. Seller shall have no obligation to provide any technical assistance or advice to Buyer and if any such assistance or advice is provided, such fact will not obligate Seller to provide any further or additional assistance or advice. Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s representatives in connection with the Products or Services constitute a representation or warranty, express or implied.

  1. Limitation Period

Subject to any of the limitations expressed in the applicable manufacturer’s warranty, no action by Buyer may be brought at any time for any reason against Seller or the manufacturer more than twelve (12) months after the facts occurred upon which the cause of action arose.

  1. Dispute Resolution

(a) The parties agree that any and all disputes, claims, or controversies arising out of or related to the validity, interpretation or performance of this Agreement, shall be resolved pursuant to this Section 11 and that the validity, interpretation and performance of this Agreement for all Products delivered, and all Services performed hereto, shall be governed by, and construed in accordance with, the internal law of Singapore, without giving effect to conflict of laws principles. Both parties agree that any action, demand, claim or counterclaim relating to the terms and provisions of this Agreement, or to any claimed breach, shall be commenced in a court located in the Republic of Singapore , and both parties expressly acknowledge that personal jurisdiction and venue shall lie exclusively and is properly in Singapore. Both parties further agree that any action, demand, claim or counterclaim relating to the validity, interpretation and performance of this Agreement, or any other matter between the parties, shall be resolved by a judge alone in Singapore,and both parties hereby waive and forever renounce the right to a trial before a civil jury.

(b) For all disputes to which this Section 11 applies and the amount, in the aggregate, of the obligations arising out of this agreement equals or exceeds $250,000, the validity, interpretation and performance of this Agreement shall be governed by, and construed in accordance with the laws of the Republic of Singapore, without giving effect to conflict of laws principles, and the Rules of Civil Procedure to any dispute.

(c) With respect to all disputes, the provisions of the United Nations Convention on Contracts for the International Sale of Goods 1980 (as amended, replaced or codified from time to time) shall not apply.

  1. Force Majeure

Seller shall not be liable for its inability to secure sufficient quantities of any Product or failure to deliver due to causes beyond Seller’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Seller from performance and barring remedies for non-performance. In an event of force majeure condition, the Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Seller to any liability or penalty. Seller may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to Buyer.

  1. Non-Waiver

No course of dealing or failure of either party to strictly enforce any term, right or condition of this Agreement shall be construed as a waiver of that term, right or condition nor shall Seller’s acceptance of a purchase order be deemed as an acceptance of any terms and conditions therein.

  1. Entire Agreement

This Agreement (together with any agreements, policies or terms incorporated by reference or referred to herein) shall constitute the complete, final and exclusive statement of the terms of the Agreement between the parties with respect to the subject matter of this Agreement and the transactions between the parties and shall not be modified or rescinded, except by a writing signed by Seller and Buyer. The provisions of this Agreement supersede all prior oral and written quotations, communications, agreements, and understandings of the parties with respect to the subject matter of this Agreement. Products furnished and services rendered by Seller are done so only in accordance with these terms and conditions. If any provision of this Agreement are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these terms and conditions, which shall remain in full force and effect.

  1. General

As used herein, terms appearing in the singular shall include the plural and terms appearing in the plural shall include the singular. No rights, duties, agreements or obligations hereunder may be assigned or transferred by Buyer, by operation of law, merger or otherwise, without the prior written consent of Seller. Any attempted or purported assignment shall be void. Seller’s obligations under these terms and conditions may be performed by divisions, subsidiaries or affiliates of Seller. The obligations, rights, terms and conditions hereof shall be binding on the parties hereto and their respective successors and assigns. The waiver of any provision hereof or of any breach or default hereunder shall not be deemed a waiver of any other provision hereof or breach or default hereunder. Any provision hereof 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 hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

  1. Website; Personal Data and Privacy

The use of Seller’s Website in connection with this Agreement is subject to and governed by Seller’s Terms of Use as updated from time to time. A copy of Seller’s Terms of Use may be obtained from its Website. The use of any personal data collected or exchanged in connection with any orders for Products shall be governed by Seller’s Privacy Policy as updated from time to time, the terms of which are incorporated herein by reference as if fully set forth herein. A copy of Seller’s Privacy Policy may be obtained upon request.