Terms & Conditions
BACKGROUND. These terms and conditions (these "Terms") govern the sale of our Machetazo Mezcal beverage products (“Products”) as showcased on https://mezcalmachetazo.sg/. These Terms are subject to change by Erdini Asia Pacific Pte Ltd (referred to as "us", "we", or "our") without prior written notice at any time, in our sole discretion. You should review these Terms prior to purchasing any of our Products.
The accompanying invoice and these Terms (collectively, this "Agreement") comprise the entire agreement between the you and us, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of your general terms and conditions of purchase regardless whether or when you have submitted your purchase order or such terms. Fulfillment of your order does not constitute acceptance of any of your terms and conditions and does not serve to modify or amend these Terms.
DELIVERY. The Products will be delivered within 48 hours, or such reasonable time after the receipt of your purchase order. We shall not be liable for any delays, loss or damage in transit. Once we have dispatched the Products to your location (“Delivery Point”), (i) the Products shall be deemed to have been delivered and (ii) the title and risk of loss passes to you.
GOODS NOT FOR RESALE OR EXPORT. You represent and warrant that you are buying our Products for your own F&B business, personal or household use only, and not for resale or export.
INSPECTION. You may inspect the Products within two (2) days of receipt (“Inspection Period”), and shall have deemed to have accepted the Products unless you notify us in writing of any non-conforming or defective Products during the Inspection Period and provide us with any other information as reasonably required by Seller. We may in our sole discretion, replace such non-conforming products with new products at our expense.
PRICE AND PAYMENT. You may purchase our Products at the prices set forth in our published price list or on our purchase order. Our product prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority. You shall be responsible for all such charges, costs and taxes, where applicable.
As collateral security for the payment of the purchase price of the Products, you hereby grants to us a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Products wherever located, and whether now existing or hereafter arising or acquired from time to time, as well as all proceeds (including insurance proceeds) of the foregoing.
LIABILITY AND WARRANTY. In no event shall we be liable to you or any third party for any loss of use, revenue or profit, or for any consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not we have been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
In no event shall our aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the cost of the each invoice paid to us for the Products sold hereunder.
We make no warranty whatsoever with respect to the Products, including any (a) warranty of merchantability; (b) warranty of fitness for a particular purpose; (c) warranty of title; (d) warranty against infringement of intellectual property rights of a third party, whether express or implied by law, course of dealing, course of performance, usage or trade or otherwise.
GOVERNING LAW. All matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of the Singapore. All disputes, controversies or differences arising out of or in connection with this Terms, which cannot be resolved by the parties within sixty (60) days despite good faith negotiations, shall be referred to and finally resolved by mutually binding arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the arbitration rules of the SIAC, for the time being in force, which rules are deemed to be incorporated by reference in this clause. The arbitration tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of SIAC, or such other independent arbitrator that the parties may mutually agree upon. The language of arbitration shall be in English.
FORCE MAJEURE. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labour disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies.
ASSIGNMENT. You shall not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation shall be deemed null and void. No assignment or delegation relieves you of any of your obligations under these Terms.