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TERMS AND CONDITIONS OF SALE

Effective Date: [01/JUL/2026]

These Terms and Conditions of Sale ("Terms") govern the sale of products by ArpenNova Technologies Pte. Ltd. ("ArpenNova", "Company", "we", "our", or "us"), a company incorporated in Singapore, to the purchaser ("Customer", "you", or "your").

By placing an order with ArpenNova, you acknowledge that you have read, understood, and agree to be bound by these Terms.

1. Definitions

"Products" means any goods, equipment, hardware, accessories, components, spare parts, or other tangible items supplied by ArpenNova.

"Order" means any purchase order, quotation acceptance, online purchase, or other request to purchase Products.

"Agreement" means these Terms together with any quotation, invoice, order confirmation, or written agreement issued by ArpenNova.

2. Applicability

2.1 These Terms apply to all sales of Products by ArpenNova unless otherwise agreed in writing.

2.2 Any terms proposed by the Customer are expressly rejected unless accepted in writing by an authorised representative of ArpenNova.

2.3 These Terms prevail over any conflicting purchase order terms submitted by the Customer.

3. Orders

3.1 All Orders are subject to acceptance by ArpenNova.

3.2 ArpenNova reserves the right to reject any Order without providing a reason.

3.3 Once accepted, an Order may not be cancelled or modified without ArpenNova's written consent.

4. Pricing

4.1 Prices are those stated in the applicable quotation or invoice.

4.2 Unless otherwise stated:

  • prices are exclusive of taxes;

  • prices exclude shipping, insurance, customs duties, import duties, and other governmental charges.

4.3 ArpenNova may correct clerical, typographical, or pricing errors at any time before shipment.

5. Payment

5.1 Payment terms shall be as specified on the invoice.

5.2 Unless otherwise agreed, payment is due in full before shipment.

5.3 Late payments may incur interest at the lesser of:

  • 1.5% per month; or

  • the maximum rate permitted by applicable law.

5.4 The Customer shall not withhold payment due to any dispute unless required by applicable law.

6. Taxes and Duties

The Customer is responsible for all applicable:

  • VAT

  • GST

  • sales taxes

  • import taxes

  • customs duties

  • withholding taxes

  • governmental fees

except for taxes imposed on ArpenNova's income.

7. Delivery

7.1 Delivery dates are estimates only.

7.2 ArpenNova is not liable for delays caused by:

  • carriers;

  • customs authorities;

  • force majeure events;

  • supply chain disruptions;

  • export restrictions;

  • governmental actions.

7.3 Risk of loss passes to the Customer upon delivery to the carrier unless otherwise agreed in writing.

7.4 Title to the Products passes only after ArpenNova has received full payment.

8. Shipping

8.1 Shipping methods shall be determined by ArpenNova unless otherwise agreed.

8.2 Shipping costs are borne by the Customer unless expressly stated otherwise.

8.3 The Customer is responsible for ensuring compliance with local import laws and regulations.

9. Inspection and Acceptance

9.1 The Customer shall inspect all Products promptly upon delivery.

9.2 Any claim regarding shortages, visible damage, or incorrect Products must be submitted in writing within seven (7) calendar days after delivery.

9.3 Failure to notify ArpenNova within this period constitutes acceptance of the Products.

10. Returns

Products may only be returned with ArpenNova's prior written approval.

Approved returns must:

  • include a Return Merchandise Authorization (RMA), if issued;

  • be unused unless returned under warranty;

  • be returned in original packaging where reasonably possible;

  • be shipped at the Customer's expense unless the return is due to ArpenNova's error.

Returned Products may be subject to a restocking fee.

Custom-made, personalised, special-order, or discontinued Products are non-returnable unless defective.

11. Limited Warranty

11.1 ArpenNova warrants that Products supplied will be free from material defects in workmanship and materials for a period of twelve (12) months from the date of delivery unless another warranty period is specified in writing.

11.2 During the warranty period, ArpenNova may, at its sole discretion:

  • repair the Product;

  • replace the Product; or

  • refund the purchase price.

11.3 The warranty does not cover damage resulting from:

  • misuse;

  • abuse;

  • accidents;

  • improper installation;

  • unauthorised modification;

  • improper storage;

  • negligence;

  • use contrary to instructions;

  • normal wear and tear.

11.4 The warranty becomes void if repairs are performed by anyone not authorised by ArpenNova.

12. Warranty Disclaimer

Except as expressly stated herein, ArpenNova disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of:

  • merchantability;

  • satisfactory quality;

  • fitness for a particular purpose;

  • non-infringement.

To the maximum extent permitted by law, no other warranty applies.

13. Limitation of Liability

To the fullest extent permitted by applicable law:

(a) ArpenNova shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including:

  • loss of profits;

  • loss of revenue;

  • business interruption;

  • loss of goodwill;

  • loss of data.

(b) ArpenNova's total aggregate liability arising out of or relating to any Order shall not exceed the amount paid by the Customer for the specific Product giving rise to the claim.

These limitations apply regardless of the legal theory under which liability is asserted.

14. Product Use

The Customer is responsible for ensuring that the Products are suitable for the intended application and comply with all applicable laws and regulations in the country where they are used.

15. Export Compliance

The Customer shall comply with all applicable export control laws, sanctions, and trade regulations.

The Customer shall not export, re-export, or transfer Products in violation of applicable laws.

16. Intellectual Property

All intellectual property rights relating to the Products remain the exclusive property of ArpenNova or its licensors.

No sale transfers ownership of any patents, trademarks, copyrights, trade secrets, software, or other intellectual property.

17. Force Majeure

ArpenNova shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to:

  • natural disasters;

  • pandemics;

  • labour disputes;

  • war;

  • terrorism;

  • governmental actions;

  • shortages of materials;

  • transportation failures;

  • utility outages;

  • cyber incidents.

Performance shall be suspended for the duration of such event.

18. Confidentiality

Where confidential information is exchanged in connection with an Order, each party shall maintain its confidentiality and use such information only for purposes related to the Agreement.

19. Compliance with Laws

The Customer shall comply with all applicable laws relating to the purchase, importation, resale, storage, installation, and use of the Products.

20. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore, excluding its conflict of law principles.

21. Dispute Resolution

Any dispute arising out of or in connection with these Terms shall first be resolved through good-faith negotiations.

If the dispute cannot be resolved within thirty (30) days, it shall be submitted to the exclusive jurisdiction of the courts of Singapore.

22. Severability

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

23. Entire Agreement

These Terms constitute the entire agreement between the parties regarding the sale of Products and supersede all prior discussions, negotiations, and agreements relating to the subject matter.

24. No Waiver

Failure by ArpenNova to enforce any provision shall not constitute a waiver of any rights.

25. Assignment

The Customer may not assign or transfer any rights or obligations under these Terms without ArpenNova's prior written consent.

ArpenNova may assign these Terms without restriction.

26. Amendments

ArpenNova reserves the right to amend these Terms from time to time. Updated Terms shall apply to Orders placed after the effective date of the revised Terms.

27. Contact Information

ArpenNova Technologies Pte. Ltd.

Singapore

Email: info@arpennova.com

Website: www.arpennova.com

For all enquiries regarding these Terms, please contact the above email address.

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