These Terms and Conditions of Sale (“Terms”) form part of the written order confirmation (“Order Confirmation”) issued by SOL INGREDIENTS Pte Ltd. (“SOL”) confirming its acceptance of the Buyer’s order for the products specified therein (the “Products”). These Terms also apply to SOL’s invoice for the Products.

 

By placing an order for the Products—whether by telephone, email, purchase order, or any other form of communication—the Buyer agrees that these Terms shall exclusively govern the sale of the Products (the “Sale”). SOL and the Buyer may each be referred to as a “Party” and together as the “Parties.”

1. Amendments

No modification of these Terms shall be binding unless expressly approved in writing by an authorized officer of SOL. In the event of any inconsistency between these Terms and any document issued by the Buyer (including purchase orders or other communications), these Terms shall prevail. SOL’s failure to object to any Buyer-issued document shall not constitute acceptance of its terms or a waiver of these Terms.

2. Purchase and Cancellation

SOL agrees to sell, and Buyer agrees to purchase, the Products at the price stated in the Order Confirmation.
If Buyer cancels an order, full payment as stated in the Order Confirmation shall remain due unless SOL agrees otherwise in writing.

3. Delivery

The Incoterms® in effect on the date of the Order Confirmation shall apply.

Unless otherwise agreed in writing:

• Sales are Ex Works (EXW) from SOL’s facility or designated loading point.
• Delivery occurs when the Products are handed to Buyer’s carrier.
• Risk of loss or damage transfers to Buyer upon delivery to the carrier.

SOL may deliver in installments, each of which shall be separately invoiced and payable when due.

4. Inspection and Claims

Buyer must inspect the Products immediately upon delivery and notify SOL in writing of any shortages, defects, discrepancies, or damage. Damaged or defective Products must be retained pending SOL’s written instructions.

If no written claim is received within ten (10) working days of delivery or customs clearance, the Products shall be deemed accepted and in conformity with the applicable specifications.

5. Force Majeure

Neither Party shall be liable for failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, war, civil unrest, fire, flood, labor disputes, shortages of materials, government restrictions, or severe weather.

The affected Party shall notify the other and both Parties shall negotiate in good faith to preserve the Sale where reasonably practicable. Financial hardship alone shall not constitute force majeure.

6. Allocation

If SOL is unable to meet total demand, it may allocate available supply among customers on a fair and reasonable basis without liability. Buyer shall pay for all Products delivered, even if the order is only partially fulfilled.

7. Payment Terms

Prices are subject to change without notice, except that shipments will be billed at the price stated in the Order Confirmation.

SOL may require advance payment. If Buyer fails to pay when due, SOL may suspend or cancel deliveries without prejudice to other legal remedies.

Late payments shall accrue interest at ten percent (10%) per annum until paid. Buyer shall reimburse SOL for reasonable collection costs, including legal fees.

8. Additional Charges

SOL may charge for additional services or costs incurred, including handling, labeling, repackaging, or special processing. Where known in advance, such charges will be included in the Order Confirmation.

9. Taxes and Duties

All taxes, duties, customs fees, inspection fees, or other governmental charges relating to the Sale shall be borne by Buyer. If paid by SOL, Buyer shall reimburse SOL.
If Buyer claims exemption, appropriate documentation must be provided at the time of order submission.

10. Returns

Products may not be returned without SOL’s prior written authorization. Return requests must be made within ten (10) working days of delivery.

SOL will not accept:

• Broken containers
• Products improperly stored
• Products damaged by heat, cold, moisture, or mishandling

Credits are issued only after inspection and approval. Restocking charges may apply. Return shipping costs are borne by Buyer unless otherwise agreed.

11. Technical Assistance

SOL may provide technical advice or information at Buyer’s request. Unless agreed otherwise, such assistance is provided without charge and without warranty. Buyer assumes full responsibility for results obtained from reliance on such information.

No advice or recommendation shall constitute a warranty unless expressly confirmed in writing by SOL.

12. Warranty Disclaimer

SOL warrants only that the Products conform to the applicable specifications at the time of delivery.

Except as expressly stated, SOL makes no other warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. SOL does not warrant that use or resale of the Products will not infringe third-party intellectual property rights.

13. Limitation of Liability

If Products are proven defective or non-conforming, SOL’s sole obligation shall be, at its option:

• Replacement of the Products; or
• Refund of the purchase price upon authorized return.

Neither Party shall be liable for lost profits, indirect, incidental, consequential, or punitive damages.

14. Legal Compliance

SOL shall comply with all applicable laws and regulations of the Republic of Singapore relating to the distribution of the Products.

15. Buyer Responsibilities

Buyer acknowledges that SOL may not have tested the Products for specific uses (including food, pharmaceutical, cosmetic, or other applications). Buyer is solely responsible for:

• Testing and verifying suitability
• Conducting hazard assessments
• Complying with regulatory requirements
• Proper storage, handling, and labeling
• Warning customers and handlers of associated risks

Buyer shall notify SOL immediately of any incident involving the Products resulting in injury or property damage and cooperate fully in any investigation. Such cooperation does not constitute an assumption of liability by SOL.

16. Confidentiality

Each Party shall keep confidential any proprietary or confidential information disclosed by the other, including the Terms and test results.

Buyer shall not reverse engineer any Products supplied by SOL.

17. Indemnification

Each Party shall indemnify and hold harmless the other Party and its affiliates, officers, directors, employees, and agents against losses, damages, liabilities, and reasonable legal fees arising from:

• Breach of these Terms; or
• Negligent or willful misconduct.

Buyer additionally agrees to indemnify SOL against claims arising from Buyer’s use, handling, repackaging, or resale of the Products, including claims by Buyer’s customers.

Failure to provide prompt notice of a claim shall not relieve the indemnifying Party of liability unless materially prejudiced.

18. Entire Agreement

These Terms, together with the Order Confirmation, Product Specifications, and invoice, constitute the entire agreement between the Parties and supersede all prior discussions or agreements. These Terms bind the Parties and their permitted successors and assigns.

19. Governing Law and Jurisdiction

These Terms are governed by the laws of Singapore.

The Parties submit to the exclusive jurisdiction of the courts of Singapore and waive any objection to venue or claims of inconvenient forum. Service of process by registered or certified mail shall be deemed valid.

20. Notices

All notices must be in writing and shall be deemed received:

• Upon acknowledged personal delivery;
• Three (3) business days after registered or certified mail; or
• On the date received if sent by fax or email.

Notices shall be sent to the address specified in the Order Confirmation.

21. No Third-Party Rights

These Terms do not confer any rights upon third parties, including customers purchasing Buyer’s products incorporating the Products.

22. Shipping Documentation

SOL’s standard documents include:

• Invoice
• Packing List
• Bill of Lading or Airway Bill
• Certificate of Analysis

Any additional documents must be requested at the time the purchase order is submitted. SOL will provide documents subject to availability.