1. Applicability

1. All agreements and offers are subject to our conditions. They are recognized through granting of a contract or acceptance. Deviating or extending conditions from the customer which we do not expressly recognize are not binding to us, even if we do not expressly object to them. Counter-confirmations and other customer statements with regards to its own terms and conditions are hereby rejected.

2. Deviations from these business terms are only in effect if they have been confirmed by us in writing. The same applies for extensions of these business conditions.

3. Our terms and conditions are applicable to all sales contracts and order confirmations issued by RUWAC Asia Group companies as well as Project Partners Co., Ltd.

RUWAC Asia Group companies are:

RUWAC Asia Limited
RUWAC Industrial Vacuums (Suzhou) Co., Ltd.

2. Delivery and Performance Time

1. The delivery times named by us apply only as approximate unless they are expressly agreed in writing after an order becomes effective.

2. To the degree that a binding delivery time has been agreed contractually, this begins with the sending and signing of our order confirmation , however not before we confirm the effective date of contract which happens when all conditions stipulated in the order confirmation for such contract to become effective have been fulfilled by the customer.

3. The delivery time as referred to in point 2 of this condition is extended if there are delays caused by “Force Majeure“ such as work disputes, especially strikes and lock-outs, as well as the occurrence of unforeseen obstacles which lie outside our span of control, as long as such obstacles can be shown to have a significant influence on the manufacturing or supply of the delivery of the object. This also applies if circumstances occur with subcontractors. The aforementioned circumstances need not be presented by us if they occur during an existing delay. The beginning and end of such obstacles will be communicated as soon as possible.

3. Price / Order Confirmation

1. Our written contract confirmation provides the scope for our supply and prices. Subsidiary agreements and changes require our written confirmation.

2. In the case of successive delivery contracts, we are bound to the contractually agreed prices for only 90 after the conclusion of the contract. If there is a later call, our currently applicable prices according to the price list are to be applied.

3. We will not assume the costs for the return shipping of packing material.

4. For single orders with a net value of < 250.00 EUR or the respective value in foreign currency we charge a Small Quantities Surcharge of 50.00 EUR, with the exception of project-related re-orders made before acceptance of the installation.

4. Payment

1. As long as nothing else is agreed, our invoices are due immediately and paid net. If a payment deadline is set, if this deadline is exceeded, however at the most 30 days after the due date stipulated on the invoice regardless of the receipt or acceptance of the invoice by the customer, this will be regarded as a late payment (§ 286 paragraph 3 of the Civil Code).
If the goods are ready for shipment and the shipment or acceptance are delayed for reasons which cannot be attributed to us, the liability transfers with the receipt of the notification of readiness to ship by the customer.

2. Payment applies only as having been made when we have free access to the payment. Cheques and drafts are only accepted as conditional payment. In the case of cheques, payment only applies as having been made if the cheque has been irrevocably credited to our account. Drafts are accepted without any liability for protest, and only after agreement, and under condition that they may be discounted. Discount fees are invoiced from the due date of the invoice amount.

3. If the buyer does not meet its payment obligations, is in arrears, stops its payments or other circumstances are known to us which could place the customer's credit in question, we have the right to make the entire remaining due amount due immediately, even if checks or bills of exchange were accepted. In this case, we also have the right to demand prepayments or security payments.

4. If there is a delay in payment, interest will be billed as stipulated on the invoice at the amount of 2.5 % per month. Any additional claims to loss of interest remain hereby unaffected.

5. Hazards, Shipping and Freight

1. If the goods are sent to the customer at its request, with their delivery to our shipping agent, at the latest, however, after departure from the factory or the warehouse, liability for utter destruction and deterioration of the goods is transferred to the customer, regardless of whether the shipment arrived at the place of fulfilment, and regardless of who bears the freight costs.

If the goods are ready for shipment and the shipment or acceptance are delayed for reasons which cannot be attributed to us, the liability transfers with the receipt of the notification of readiness to ship by the customer.

2. At the express written request of customers, we will insure the shipment against theft, breakage, transport, fire and water damage insurance at the customer's expense.

6. Retention of Title

1. The delivered goods remain our property until full payment of all claims from the business relationship between us and the customers. Individual claims in a current account as well as relationship to the balance and its recognition does not affect our retention of title.

2. The customer has the right for further conditional sales of inventory goods; shipping, security or suitability for security purposes is not permitted. The customer is obligated to ensure our rights as a conditional seller upon resale of reserved goods on credit.

3. The customer's claims for further conditional resale of goods is assigned to us, and we accept this assignment. Regardless of the assignment and our right to collect, the customer continues to have the right to resale as long as he fulfils his obligations to us and has not become insolvent. At our request, the customer must collect the information required on the assigned claim and notify the debtor of the assignment.

4. Any working or processing of reserved goods can be undertaken by the customer without incurring any obligations to us. In processing, combining or mixing the goods with other goods not belonging to us, the resulting co-ownership wright to the new object is established in proportion to the invoiced value of the goods to the other processed goods at the time of processing, combining, mixing or blending. If our customer acquires sole ownership of the new object, then the parties agree that the customer will notify us in relation to the invoice value of the processed, combined, mixed or combined reservation, conferring ownership of this new thing and without cost for us.

5. If the reserved goods are resold together with other goods, namely, whether resold with or after processing, combining or mixing, the aforementioned advance assignment applies only to the amount of the invoiced value of the reserved goods resold together with other goods.

6. On execution activities for third parties with the reserved goods, or the advanced assignment of claims, the customer must immediately inform us by handing over the documents necessary for an intervention.

7. We undertake to release to the customer under the above conditions, the securities according to his choice at his request so far as their value exceeds the secured claims by 20% or more.

8. The customer is obligated to insure the reserved goods at its cost against theft, breakage, fire, water and other damage.

7. Liability for Defects

1. If the supplied object is defective, we can either repair the defect or supply a defect-free good, at our choice.

2. The determination of defects must be immediately communicated to us--with recognised defects however at the latest within 14 days after acceptance or receipt, with non-recognised defects, immediately after they are recognized--in writing. Otherwise, any warranty claims are excluded. See hereto our detailed Warranty Conditions listed under “Service” on this website.

3. Further customer claims, especially claims for damages, which did not occur on, the delivered object itself, are excluded.

4. Rights due to defects in the delivered goods can only be attributed to our direct contractual partners and are not transferrable.

8. Installation Conditions

If we carry out the installation, unless there are other agreements, the following conditions apply:

1. Every installation and means hours which the mechanic spends over an 8-hour working time are calculated at the rates shown overleaf. If there is overtime and work on Sundays and holidays, proper tariff surcharges apply. Release for each mechanic per day is paid according to the agreement.

If needed, accommodation must be provided. Accommodation costs are to be borne by the customer, or will be billed by us to the customer.

2. If a fixed price installation is agreed, the customer must provide flawless workflow as well as the provision of support staff. If the customer does not fulfil this obligation, the respective additional work including waiting time will be billed to the customer.

3. The following work is not attributed to installation:

- Brick work
- Joinery
- Electrical work
- Providing scaffolding, lifting equipment and crane trucks
- Roofing work
- Cleaning work machinery
- Disposal of waste / old material

9. Spare Parts

We will supply spare parts for the machines for a period of up to five years after delivery at the then respective spare parts price (daily prices).

10. Patents

1. We will indemnify the customer and their customers from claims arising from infringement of copyrights, trademarks or patents unless the design of a delivery item is originated by the customer.<br/><br/>Our release obligation is limited according to the contract to foreseeable damages. An additional condition for release is that we will have exclusive leadership of litigation and that the alleged infringement of the exclusive design of the delivery items is not connected to or used with other products.

2. We have, at our choice, the right to release ourselves from the obligations assumed under paragraph 1 of this section by the fact that we either

a) purchase the required licenses in regards to the alleged violated patents or

b) provide the customer with an amended delivery time or parts of it available in the case of replacement of the object concerned or eliminate the part, which is subject to the accusation of infringement with respect to the delivered item.

3. We retain the right to make changes in design at any time, but are not obliged to make such changes to products which have already been delivered.

11. Confidentiality

Unless otherwise expressly agreed in writing, the following applies to us in connection with orders that there are no conditions of confidentiality.

12. Applicable Law, Legal Venue, Severability

1. The legal venue for performance of all obligations under the contract is the respective registered office of the Ruwac Asia Group company listed in the order confirmation as supplier.

2. These terms and conditions and all legal relationships between us and the customer are regulated under the commercial laws of Singapore.

3. The legal venue for all the items related to the contractual relationship, its existence and the effectiveness of legal disputes, is regulated by the commercial laws of Singapore or, at our election, by the laws at the location of the customer, as long as our customer is a commercial enterprise within the definition of the Commercial Code or a legal person with public rights, or special public assets.

4. Should any provision of these business conditions or any provision of any other agreement become or be invalid, the validity of the remaining provisions or agreements shall not be affected.

13. Data Protection

We will store our customer data as a part of the intended purpose for the order process, and will observe legal retention requirements. The ordered declares his agreement with this.