General Terms and Conditions of Sale
1Formation

8Terms Of Delivery

1.1

Contract is confirmed on execution of this document by
the customer and endorsed by INFICON.

8.1

1.2

No verbal representation made by any party shall deem
to be incorporated into this legal contract unlessspecifically agreed to by both parties in writing.

1.3

Invoice, letter of confirmation and confirmation of ordershall form part of this contract and shall be attachedhereto duly endorsed by both parties.

The term of delivery shall start as soon as the contract
is entered into, the scope of supply and thespecifications are defined, all relevant official formalities
have been completed, payments due with the order
have been made and any agreed securities have been
given. The term of delivery shall be deemed to beobserved if by that time INFICON has sent a notice tothe customer informing that the goods are ready fordispatch.

1.4

If any one or more of the provisions of these Terms or
any part or parts thereof shall be declared or adjudged
to be invalid or unenforceable under any applicable law,such illegality, invalidity or unenforceability shall not
vitiate the remainder of these Terms and the illegal,
invalid or unenforceable provision shall be replaced bya new provision the content of which shall be as close
to the legal and economic effect of the replaced
provision as possible.

2Confidentiality
Each party shall keep confidential the know-how
manufacturing and business secrets as well as anyother proprietary information received from the otherparty to the contract and shall neither directly nor
indirectly disclose the same to any third party
whomsoever nor publish them in any mannerwhatsoever nor use them for any other purpose, inparticular but without limitation for the reproduction or
replication of machines, systems, companies and parts
thereof.

5

PricesPrices quoted are on an ex-works basis excluding
Goods & Services Tax and any other taxes payable
thereon. If packaging is required additional payment
shall be added to the price quoted. Additional payment
will depend on the kind of packaging required.

6Terms Of Payment

6.1

Payments have to be effected in accordance with theconfirmation of order or invoice as the case may be.
Payment will be deemed to be made when the total
price agreed on has been paid to INFICON.

6.2

No interest will be reimbursed for advance payments.

6.3

Any dates agreed for payment shall remain in full effecteven where through no fault of INFICON delays arise in
the performance of the contract. The late delivery ofminor components the absence of which does not
restrict the use of the goods or any further work within
the scope of INFICON’s warranty obligations do notaffect the time fixed for payment.
This shall not apply in cases where undisputed orlegally established counterclaims of the customer exist.

6.4

If INFICON does not receive payment by the datestipulated interest shall thereafter accrue on the sum
due and owing and shall be charged immediately to thecustomer at the current base lending rate in thecustomer’s domicile and such rate shall not be less than
5% per annum.

6.5

The retention of or deduction from payments because ofcomplains, disputes or claims on the part of thecustomer which have not been expressly agreed by
INFICION is inadmissible. The customer may only setoff possible counterclaims against payments due under
this contract where INFICON has expressly agreed tothe same in writing. This shall not apply in cases whereundisputed or legally established counterclaims of thecustomer exist.

7Reservation Of Title

7.1

INFICON shall remain the owner of all goods until
having received the full payments in accordance withthe contract. Even though the equipment has beendelivered property does not pass until full payment has
been received but risk passed upon receipt by thecustomer duly acknowledged by the customer.

7.2

7.3

8.3

If the delivery is delayed due to contingencies beyond
the reasonable control of INFICON, a new confirmationof order, which shall be adjusted to the newcircumstances, shall be issued.

9Passing Of Benefits And Risk

9.1

Risk of the equipment or system shall pass to thecustomer when the customer takes delivery of theequipment or system ex-works subject to Clause 7above.

9.2

If dispatch is delayed at the request of the customer orotherwise due to no fault of INFICON, the risk shall passto the customer at the date originally agreed for delivery
ex-works. From this date onwards the goods shall be
stored and insured at the customer’s expense and risk.
Insurance coverage for loss, damage, theft and fireshall be purchased for and on behalf of the customer forthe account of the customer. The customer shall beobliged to make payment of the premium on demand.

Technical Information
Sales brochures, catalogues and any technicaldocuments do not form part of this contract unlessspecifically stated in the order confirmation to be soincorporated into this contract.

4Compliance with the term of delivery is conditional uponcustomer’s fulfilling its contractual obligations.

Scope Of Supply And Services
The scope of supply and services provided shall be as
specified in the order confirmation and appendicesattached hereto. Over and above what is circumscribedby order confirmation and appendices attached theBuyer shall be liable for additional payments inaccordance with INFICON’s schedule of prices.

38.2

The customer shall cooperate in any measuresnecessary for the protection of INFICON’s title. In
particular upon entering into the contract it authorises
INFICON to enter or notify the reservation of title in therequired form in public registers, books or similar
records, all in accordance with relevant national laws,and to fulfill all corresponding formalities, at customer’scost.
During the period of the reservation of title, thecustomer shall, at its own cost, maintain the goods andinsure them for the benefit of INFICON against theft,breakdown, fire, water and other risks. It shall further
take all measures to ensure that INFICON’s title is in noway prejudiced. In this regard INFICON is entitled tomake regular inspection of the equipment in question
and to request for production of Insurance Policy
purchased covering the equipment against loss, fire,damage and theft, for the purpose of inspection.

10Inspection And Acceptance Of Goods And Services

10.1 When equipment or system are delivered to thecustomer they are presumed to be accepted by thecustomer in good order and condition unless protest
note is received by INFICON as to any defect ordeficiency within 3 days of acceptance of equipment orsystem.
10.2 INFICON shall take the necessary action to rectify thedefects or deficiency from the date of being notified by
the customer. In this respect the customer shall allow
INFICON’s technician(s) free access to the premises
where the equipment or system are stored and shall notinterfere with the work of the technician(s) authorised torectify the defect or deficiency.
11Warranty, Liability For Defects

11.1 Warranty period
The period of warranty is 12 months and shallcommence upon dispatch of the goods ex-works.
For replaced or repaired parts, the warranty period shallrun for another period of 3 months after replacement orcompletion of repair but no longer than the expiry of aperiod being twice the warranty period pursuant to thepreceding clause.
The warranty under this contract expires prematurely
with immediate effect if the customer or third parties
make inappropriate modifications or repairs or if thecustomer, in case of a defect, does not immediately
take appropriate steps to mitigate the damage and give
INFICON the possibility to make good such defect.
11.2 Liability for defects in materials, design andmanufacture
INFICON shall either repair or replace defective parts orcomponents at the discretion of INFICON and at thesole expense of INFICON. Additional costs shall bepayable by the customer if the delivered equipment orsystem have been transported to a place other than theplace of the customer resulting in additional expenses
incurred by INFICON.

13

Special Conditions (Rental on Loan)

13.1 Where the equipment or system is on loan to thecustomer on a rental basis, the customer shall pay therental rate quoted.
13.2 During the period of loan the legal ownership of theequipment or system remains with INFICON but risk
passes to the customer.
13.3 The customer shall be liable to INFICON for insurance
premium payable on Insurance Coverage against theft,
fire and damage whilst in the premises of the customer,
which insurance shall be effected by INFICON withINFICON as the beneficiary.
13.4 Expenses connected with the transportation of theequipment or system shall be payable by customer.
13.5 All expenses connected with the maintenance, repairs
and the replacements of parts and components shall befor the account of customer.
13.6 In the event the customer exercises the discretion tonegotiate to purchase the equipment or system on aloan basis, INFICON shall consider an offer to thecustomer on terms and conditions at the absolute
discretion of INFICON. The offer made by INFICON
duly accepted by the customer shall form part of thiscontract and all applicable terms herein shall apply toboth parties.
13.7 Any equipment or system on loan based on agreed
rental basis when by mutual agreement converted tosale warranty period shall be construed as having
commenced from the date the equipment or systemwere delivered to the customer on loan. For avoidanceof doubt the date of delivery of the equipment or system
to the customer’s premises shall be the commencement
date for the purposes of determining the expiry of theWarranty Period.
14

Tax And Interest On Late Payment

14.1 All payments whether on loan or sale shall be subject toGoods & Services Tax or any other taxes imposed byany government authority whether Singapore or any
other country(ies) and the customer shall be liable
therefor in addition to the agreed price.
14.2 Any payments due under this contract shall be paid on
the specified dates as stated in the Tax Invoice failingwhich interest shall be payable commencing from theday immediately after the expiry date of payment
calculated at 1% per month until full payment.
15

Disposal of Unclaimed Equipment or System

15.1 Equipment or system which have been redelivered to
INFICON for maintenance, repair, servicing or for any
other purposes shall be at the risk of the customer. In
the event the customer fails to take delivery of theequipment or system after the equipment or systemhave been properly dealt with and notification thereof
given to the customer within 100 days from the date ofnotification shall be disposed off by INFICON inwhatever way as INFICON deems fit without having toseek consent from the customer.
16Applicable Law

16.1 This Agreement is governed by the Laws of Singapore
and both parties agree to the exclusive jurisdiction of
the Singapore Courts.

11.3 Liability for express warranties
Warranties shall apply only to those parts, components
or other deficiencies specifically stated in INFICON’s
brochures or handbook whichever is applicable.
11.4 Exclusion from the liability
Warranties relate only to parts, components anddeficiencies as to faulty material or design and not tomatters resulting from improper use, improper
maintenance by the customer and normal wear andtear. Any damage to the equipment or system whether
in whole or parts as result of the fault and negligence ofthe customer or its authorised users shall not be theresponsibility of INFICON.
11.5 Exclusivity of warranty claimsWith respect to any defective material, design orworkmanship as well as to any failure to fulfill express
warranties, the customer shall not be entitled to any
rights and claims other than those expressly stipulated
in clauses 11.1 to 11.4.
11.6 This warranty does not apply to components, which are
not manufactured by INFICON but sold as a total
package together with INFICON’s equipment or system.
12Exclusion Of Further Liability
In any event INFICON shall not be liable for any
consequential damage of an economic nature as aresult of any defects or deficiencies during the warranty
period or any extended period in accordance with themutual agreement of both parties.

INFICON PTE LTD
3A International Business Park Tower B #06-13 ICON@IBP Singapore 609935
Tel: +65 6631 0300 Fax: +65 6795 3909
www.inficon.com E-mail: reach.singapore@inficon.com Company Registration number: 200005332D

Updated: July 1st, 2010