1 Interpretation
1.1 In these Conditions: "Buyer" means the individual or company who accepts a quotation from the Seller for the sale of the Goods, or whose order for the Goods has been accepted by the Seller. "Conditions" means the terms and conditions set out herein and may include any special terms and conditions agreed in writing between the Buyer and the Seller. "Contract" means the contract for the purchase and sale of the Goods made between the Buyer and the Seller or the Invoice. "Goods" means the goods  which the Seller is to supply in accordance with the Contract. "Seller" means URBAN SPROUTZ PRIVATE LIMITED or any ofsubsidiary. "Writing" includes physical mail, email, Instagram Message, Facebook Message, WhatsApp Message and other comparable means of communication.  
 
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
 
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
  
2 Basis of the sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance to any written quotation of the Seller (including that listed on the Seller’s website, Facebook page, Instagram Account or other such means) which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller. The sale is subject to these Conditions, which shall govern the Contract unless otherwise specified and agreed to, by the Seller. 
 
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
 
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed. 
 
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
  
2.5 Any bona fide typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
 
3 Orders and specifications
 3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.


3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms. 
 
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (including the Seller’s website, Facebook page or Instagram account or other official means - including email- as authorised by the Seller) or the Buyer’s order once accepted by the Seller in Writing. 
 
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights or any other person which results from the Seller’s use of the Buyer’s specification. 
 
3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or regulatory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance. 
 
3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except in exceptional circumstances (such as inventory shortage) and the Buyer will be notified accordingly. 
  
4 Price of the goods
4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order.  


4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
 
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex-works basis (that is, the prices of the products listed does not include delivery costs) which may be charged and listed separately before checkout / payment. 


4.4 The price is exclusive of any applicable Goods and Services Tax (GST), which the Buyer shall be additionally liable to pay to the Seller, as required under Singapore law, should the Seller be registered for GST. 
 
5 Terms of payment
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.


5.2 The Buyer shall pay the full price of the Goods (less any discount to which the Buyer is entitled, but without any other deduction) upon checkout on the Seller’s electronic sales medium, or within 30 days of the date of the Seller’s invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not been passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued electronically upon request of the Buyer.  


5.3 If the Buyer fails to make any payment by the due date, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to; 
 
5.3.1 cancel the contract or suspend any further deliveries to the Buyer;
 
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
 
5.3.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of one per cent (1%) per month, or the maximum rate payable at law, if lower, calculated from the date payment is due until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
 
6 Delivery & Shipping Policy
6.1 Delivery of the Goods shall be made by the Seller, unless otherwise arranged with the Buyer, for which an additional fee may be attributable, especially in the case of larger orders or if courier services are required.  


6.2 Any dates quotes for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
 
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
 
6.4 If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the incremental cost to the Buyer (in the cheapest available market of similar goods) to replace those not delivered, over the price of the Goods.


6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s default) then, without prejudice to any other right or remedy available to the Seller, the Seller may: 

6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or 
 
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the price under the Contract.
  
7. Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of (or shipped) the Goods.
 
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods (plus other charges such as delivery) and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.


7.3 Until such time as the Goods passes to the Buyer or delivery agent, the Buyer shall hold the Goods as the Seller’s property. 


7.4 The Buyer shall not be entitled to pledge or on-sell any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
 
8 Warranties, liability and refunds
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship in the Seller’s products, in proper condition and fair germination rates (in the case of seeds) or failure to comply with the Seller’s advertised or purported usage for a period of 1 month from the date of their delivery. 
 
8.2 The above warranty is given by the Seller subject to the following conditions:
 
8.2.1 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration of the Goods without the Seller’s approval;
 
8.2.2 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price of the Goods has not been paid by the due date for payment;
 
8.2.3 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
 
8.3 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
 
8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Protection (Fair Trading) Act) the statutory rights of the Buyer are not affected by these Conditions.
 
8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
 
8.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
 
8.7 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
 
8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:


8.8.1 Act of God, explosion, flood, tempest, fire or accident;
 
8.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
 
8.8.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;
 
8.8.4 import or export regulations or embargoes;
 
8.8.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
 
8.8.6 difficulties in obtaining materials (including supply of seeds), labour, fuel, parts or machinery;
 
8.8.7 power failure or breakdown in machinery.
 

9 General
9.1 The Seller may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Seller.
 
9.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address (including electronic) as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
 
9.3 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
 
9.4 If any provisions of these Conditions are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
 
9.5 The Contract shall be governed by the laws of Singapore, and the parties hereby submit to the non-exclusive jurisdiction of the Singapore courts.