TERMS AND CONDITIONS OF SALE
1. Terms of Sale
1.1 These Terms of Sale shall apply to, and shall govern, your relationship with UrbanFox Pte. Ltd. (“we” or “us”) in connection with the purchase by you of any product on the UrbanFox Store website (the “Website”). By accessing and/or using the Website or purchasing any product on the Website, you agree to be bound by these Terms of Sale.
1.2 In addition, you agree to comply with any and all guidelines, notices, instructions, operating rules and policies published or prescribed by us in connection with the purchase of products through the Website, as may from time to time be modified or supplemented by us. You are deemed to be aware of and bound by any revisions to such guidelines, notices, instructions, operating rules and policies upon the publication of the relevant revised guidelines, notices, instructions, operating rules and policies on the Website.
1.3 By using the Website and/or purchasing any products on the Website, you warrant that you are at least 18 years of age.
1.4 We reserve the right to revise these Terms of Sale at any time, and users of the Website are deemed to be aware of, and bound by, any such revisions to these Terms of Sale upon the publication of the revised Terms of Sale on the Website.
2. Purchase of Products
2.1 The products listed on the Website, and the descriptions of such products, are supplied by the Seller of each such product. While reasonable endeavours have been used to ensure that the description of each product is accurate, the Seller of such product does not warrant that any such description is true, accurate, complete, up-to-date or error-free.
2.2 To purchase a product on the Website, you must complete the order form on the Website and submit such order form in accordance with the instructions prescribed by us from time to time. Order forms submitted in any other manner, or any other method of order placement, will not be processed and will be deemed to be invalid. It is your responsibility to ensure that the order form is submitted in the correct manner, and to ensure the accuracy of the information stated in the order form submitted.
2.3 The submission of an order form in the manner described in Clause 2.2 shall be deemed to be an irrevocable and unconditional offer by you to purchase the product(s) listed in such order form from the Seller, and the Seller shall be entitled (but not obliged) to accept and act on such order form without further reference to you.
2.4 The Seller has the right to decline to process or accept any Order Form submitted by you through the Website in the Seller’s sole discretion.
2.5 You will receive a dispatch notice upon the dispatch of any Product. Such dispatch notice shall constitute deemed acceptance of the Order Form for such Product by the relevant Seller, and upon receiving such dispatch notice, a Customer Contract with respect to such Product shall be formed between you and such Seller. In the event that you do not receive a dispatch notice in respect of a Product, no Customer Contract shall be made, in which case the Seller shall refund any amounts paid by you and received by the Seller in respect of such Product and neither we nor the Seller shall have any further liability to you in connection with such Order Form and/or such Product. Each dispatch notice issued with respect to a Product shall, together with these Terms of Sale, constitute a separate Customer Contract between you and the Seller in respect of the purchase of such Product.
3. Delivery of Products
3.1 Each Product shall be delivered to the Delivery Location for such Product, and the Seller with respect to such Product shall be responsible for the delivery of such Product to you.
3.2 The Seller shall use reasonable efforts to deliver each Product by the Estimated Delivery Date in respect of such Product. However, time for delivery shall not be of the essence, and such time period for delivery as stated in such Order Form shall be regarded as an estimate only. The Seller shall not be liable to you for the consequences of any delay in the delivery of such Product.
3.3 Each Product shall be deemed to have been successfully delivered to you where:
3.3.1 you (or such person as may be authorised by you) have acknowledged receipt of such Product;
3.3.2 delivery of such Product has been made in compliance with any delivery instructions specified by you (whether set out in the Order Form or otherwise); or
3.3.3 you have not given notice to the Seller of such Product (within three days from the Estimated Delivery Date of such Product) that you have not received delivery of such Product.
3.4 In the event that there is any delay in the delivery of a Product other than by reason of a breach, by the Seller of such Product, of any term of these Terms of Sale, then without prejudice to any other right or remedy available to us, the Seller shall be entitled to charge an additional fee for any subsequent delivery of such Product or cancel the Customer Contract with respect to such Product in accordance with Clause 9.
4. Risk and Title
4.1 The risk of any Product shall transfer to you upon the delivery of such Product at the Delivery Location for such Product.
4.2 Title to any Product shall transfer to you upon:
4.2.1 the Seller receiving full payment of the Purchase Price of such Product; or
4.2.2 the Product being delivered to you,
whichever is later.
5. Intellectual Property
5.1 You shall not remove, alter the trade marks, logos, copyright notices, serial numbers, labels, tags or other identifying marks, symbols or legends affixed to any Product without the prior written consent of the Seller of such Product.
5.2 Where software applications, drivers or other computer programmes and/or all other design details, technical handbooks or manuals, drawings or other data (collectively, the “Product Materials”) are provided to you by the Seller in connection with the purchase of a Product, the use and retention of such Product Materials shall be subject to the terms and conditions of licence or use (including any and all end-user licences, restrictions or conditions of us) as may be prescribed by the Seller or its licensors (as the case may be), and such Product Materials must not be used other than strictly in accordance with such terms and conditions.
5.3 You acknowledge and agree that the Product Materials shall remain the property of the Seller or its licensors (as the case may be). You further agree that any and all intellectual property embodied in or relating to the Product Materials shall remain the sole and exclusive property of the Seller or its licensors. You agree that you shall, upon demand by the Seller, return the Product Materials and/or any copies thereof to the Seller.
6.1 Unless otherwise stated, the Purchase Price of any Product is exclusive of, and you shall be required to bear and pay:
6.1.1 any delivery charges that may be payable in connection with the delivery of such Product (as set out in the Order Form submitted with respect to such Product); and
6.1.2 any and all taxes levied on, or arising out of or in connection with, the purchase of such Product (including any goods and services tax chargeable under the Goods and Services Tax Act (Chapter 117A)).
6.2 Payment of the Purchase Price in respect of any Product may be made by any of the methods prescribed by us from time to time. Unless otherwise stated in the Order Form for such Product, the amount of the Purchase Price in respect of such Product shall be deducted or charged upon the submission of the Order Form in respect of such Product.
6.3 The use of any of the prescribed payment methods shall also be subject to any applicable terms and conditions in respect of such payment method (including any terms and conditions prescribed by any third party in respect of any payment method which is administered by a third party). In respect of payment methods administered by a third party, we shall not be liable or responsible for any failure, error, or disruption in service of such payment method. You agree that we may at any time modify or discontinue (whether temporarily or permanently) any payment method without giving you prior notice.
6.4 Any payment of the Purchase Price with respect to a Product shall be made to us, and we will accept such payment either on our own behalf or, in respect of any Product sold by a Seller which is a Third Party Vendor, on behalf of such Seller. Where the Seller is a Third Party Vendor, you acknowledge and agree that we are authorised to collect such payment for and on behalf of such Seller.
6.5 In the event that you fail to make payment of the full amount of the Purchase Price for any Product for any reason whatsoever (including as a result of the discontinuance of any prescribed payment method), we shall be entitled, in our discretion, to suspend delivery of such Product until full payment has been made, or to cancel the Customer Contract (whether in its entirety or with respect to any particular Product) in accordance with Clause 9.
7.1 Any warranty which is available in respect of any Product (“Product Warranty”) shall be as indicated in the individual product listing for such Product on the Website, and such warranty shall be subject to any and all applicable terms and conditions prescribed by the provider of such warranty.
7.2 Save as expressly provided in any Product Warranty for a Product and/or as may be required by applicable law, the Seller shall not be liable to you for any defect in respect of such Product. You acknowledge and agree that the warranties referred to in Clause 7.1 are the sole and exclusive warranties provided by the Seller in respect of such Product and all implied or statutory warranties and all other warranties implied by law as to the merchantability, quality or fitness for a particular purpose, or otherwise arising from course of dealing or usage of trade or any other express or implied warranties or representations, are hereby expressly excluded.
8. Returns and Refunds
8.1 Subject to applicable law and these Terms of Sale, you shall be entitled to require the Seller to repair or replace a Product delivered to you in the event that such Product:
8.1.1 is damaged, does not correspond to, or is fundamentally different in nature from, the description of such Product, as stated in the individual product listing for such Product on the Website; or
8.1.2 is in breach of any term of the Customer Contract (including any term in the Order Form) with respect to such Product.
In the event that repairing or replacing such Product is impossible or disproportionate to another remedy available under applicable law, you may require the Seller to reduce the Purchase Price of such Product, or rescind the Customer Contract with respect to such Product.
8.2 In the event that the Seller agrees to replace a Product, you acknowledge and agree that such replacement shall be your sole and exclusive remedy with respect to such damaged or defective Product, and you shall have no further claim against the Seller in connection with such Product.
8.3 Any repairs and/or replacements, and any request for a repair and/or a replacement to be made pursuant to Clause 8.1 must be made in accordance with such instructions and procedures as may be prescribed by us, and as published on the Website from time to time. In the event that the Seller of a Product agrees to provide you with a replacement Product, you shall upon request arrange for such Product to be returned to the Seller in accordance with such instructions as the Seller may notify to you. You shall ensure that any Product which is returned to the Seller (including any accessories and/or any ancillary or complimentary items delivered together with such Product) is returned in the same condition as when you received delivery of such Product.
8.4 Each request for a repair or a replacement shall be reviewed by the Seller of the relevant Product on a case-by-case basis, and subject to any requirements under applicable law, the Seller shall be entitled to determine, in its sole discretion, whether to grant you a repair or replacement of such Product.
9.1 The Seller may, at any time and by written notice to you, elect to cancel any Customer Contract (whether in whole or in part) upon the occurrence of any of the following:
9.1.1 any delay in the delivery of a Product other than by reason of a breach, by the Seller of such Product, of any term of these Terms of Sale;
9.1.2 any failure to make full payment of the Purchase Price with respect to a Product for any reason whatsoever;
9.1.3 any Product is unavailable for any reason whatsoever (including as a result of any temporary unavailability or a lack of stock of such Product);
9.1.4 production of the relevant Product has ceased for any reason whatsoever;
9.1.5 you breach any of the terms and conditions in these Terms of Sale and/or in any Customer Contract;
9.1.6 you propose or make a general assignment or any arrangement or composition with or for the benefit of your creditors;
9.1.7 an order of court is made to wind you up or place you under judicial management, or a resolution is passed by your shareholders for you to be wound up or liquidated;
9.1.8 you fail to comply with any statutory demand issued pursuant to the Bankruptcy Act (Chapter 20), or a bankruptcy petition is presented or a bankruptcy order is made in respect of you;
9.1.9 any receiver is appointed over any of your assets, or any mortgagee, chargee or encumbrancer shall take possession of any of your assets; or
9.1.10 any distress or execution is levied or enforced in relation to any of your assets.
9.2 Upon the cancellation of a Customer Contract (whether in whole or in part):
9.2.1 you shall be refunded the amount of the Purchase Price paid in respect of any Product which was not delivered to you as a result of such cancellation;
9.2.2 all payments due in respect of any Product which has been delivered to you and in respect of which such Customer Contract has been cancelled shall become immediately due and payable by you to the Seller;
9.2.3 the Seller shall be entitled to recover possession of any Product in respect of which such Customer Contract has been cancelled, which has been delivered to you but in respect of which payment of the full amount of the Purchase Price has not been made; and
9.2.4 the Seller shall not be liable to you for any outstanding delivery of any Product in respect of which such Customer Contract has been cancelled, and you shall have no claim against the Seller for any Product in respect of which such Customer Contract has been cancelled and which has not been delivered to you.
9.3 Without prejudice to Clause 9.1, in the event that the Listing Price of any Product was inaccurately stated in the individual product listing for such Product on the Website, the Seller shall be entitled to cancel the Customer Contract with respect to such Product, and you shall be notified of such cancellation. The Seller shall be entitled to exercise such right of cancellation at any time. In the event that the Seller exercises its right of cancellation under Clause 9.3, and you have made payment of the Purchase Price for such Product, and such Purchase Price was determined based on the inaccurate Listing Price of such Product, you shall be refunded the amount of such Purchase Price, and such refund shall be your sole and exclusive remedy in respect of such cancellation.
10. Limitation of Liability
10.1 Save as expressly set out in any Product Warranty and/or as may be required under applicable law:
10.1.1 the remedies set out in Clause 8 shall be your sole and exclusive remedies in respect of any damage, non-conformity or defects in any Product; and
10.1.2 the remedy set out in Clause 9.3 shall be your sole and exclusive remedy in respect of any inaccurate Listing Price of any Product.
10.2 The Seller shall not be liable to you for:
10.2.1 any indirect, consequential, special and punitive damages, or for any damages resulting from loss or interruption of business, lost data or lost profits, arising out of or relating to these Terms of Sale or any Customer Contract, whether liability is based on contract, breach of warranty (express, limited or otherwise) or otherwise and whether asserted in contract, tort (including negligence and strict product liability) or otherwise, and irrespective of whether the Seller has advised or been advised of the possibility of any such damages; or
10.2.2 any losses suffered or incurred, whether directly or indirectly, arising out of or in connection with your use of the Product (including any damage arising from fair wear and tear, wilful damage, misuse, negligence, accident, abnormal storage and/or working conditions, alteration, or modification of any Product, or any failure to comply with the Seller’s instructions on the use of such Product (whether written or otherwise)).
10.3 Without prejudice to Clause 10.1 or 10.2, the Seller’s aggregate liability to you in respect of the sale of any Product to you shall not exceed the Purchase Price of such Product, whether such liability is based on breach of contract, breach of warranty (express, implied or otherwise) or otherwise, and whether asserted in contract, tort (including negligence and strict product liability) or otherwise.
10.4 Nothing in these Terms of Sale or in any Customer Contract shall operate to limit or exclude any liability of the Seller arising from any death or personal injury caused by the negligence of the Seller.
11.1 All notices or other communications given to you will be deemed received by you on:
11.1.1 if sent via any print or electronic media that we select, the date of publication or broadcast;
11.1.2 if sent by post, or left at your last known address, the day after such posting or on the day it was left at you’re your last known address; or
11.1.3 if sent by email, the time at which the email was sent by us.
11.2 You may only send us notices in writing to our designated address or email address. We shall be considered as having received such notice only upon receipt. Though we endeavour to respond to customer notices as swiftly as we are able, we cannot promise to always answer with consistent speed.
12. Assignment and Subcontracting
12.1 These Terms of Sale shall be binding upon and inure to the benefit of us, the Seller and you, and any successors and permitted assigns of us, the Seller and you. You may not assign or transfer any of your rights, benefits or obligations under these Terms of Sale without the prior written consent of us and the Seller. No assignment shall relieve or discharge you of any of your obligations or liabilities hereunder, notwithstanding any voluntary assumption by the assignee of such obligations and liabilities.
12.2 We or the Seller shall be entitled, in our or its discretion, to delegate or subcontract the performance of any of our or its functions in connection with the performance of our or its obligations under these Terms of Sale, and reserve the right to use any service provider, subcontractor and/or agent on such terms as we or it deems appropriate.
13. Cumulative Rights and Remedies
13.1 Unless otherwise provided under these Terms of Sale, the provisions of these Terms of Sale, and our and the Seller’s rights and remedies under these Terms of Sale, are cumulative and are without prejudice and in addition to any rights or remedies we or the Seller may have at law or in equity, and no exercise by us or the Seller of any one right or remedy under these Terms of Sale, or at law or in equity, shall (save to the extent, if any, expressly provided for in these Terms of Sale or at law or in equity) operate so as to hinder or prevent our or the Seller’s exercise of any other such right or remedy at law or in equity.
14.1 No failure on the part of us or the Seller to exercise, and no delay on the part of us or the Seller in exercising, any right or remedy under these Terms of Sale will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy.
15. Force Majeure
15.1 We and the Seller shall not be liable to you or be deemed to be in breach of these Terms of Sale by reason of any delay or failure in performance any of our or its obligations under these Terms of Sale if such delay or failure was due to a Force Majeure Event. We or the Seller shall notify you of any delay or failure arising due to a Force Majeure Event.
16.1 You acknowledge and agree that any records (including records of any telephone conversations, if any) maintained by us, the Seller or our or its service providers relating to or in connection with the Website and/or the sale of any Product shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us, the Seller and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.
17. Illegality and Severability
17.1 In the event any of the terms or conditions in these Terms of Sale shall be, or at any time shall be come invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not in any way affect or impair any other terms and conditions in these Terms of Sale, but these Terms of Sale shall be construed as if such invalid or illegal or unenforceable terms or conditions had never been contained herein.
18.1 Neither we, you nor the Seller shall, by virtue of these Terms of Sale, be deemed to be a partner or agent of any other party, nor shall anything contained herein be construed as creating a partnership, joint association or trust, it being agreed that each party will be responsible only for its obligations under these Terms of Sale, and no party shall be authorised to represent or bind the other to any other person.
19. Third Party Rights
19.1 Save as expressly provided for in these Terms of Sale, a person who or which is not a party to these Terms of Sale shall not have any right under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any provision of these Terms of Sale.
20. Entire Agreement
20.1 These terms supersede and cancel all previous agreements, warranties and undertakings, whether oral or written, express or implied, given or made by or between us, you and the Seller, and constitutes the entire written agreement between us, you and the Seller, in respect of the matters set out herein, and no other terms and conditions shall be included or implied.
21. Personal Data
21.1 You agree that we may collect your personal data as part of your use of the Website (including by purchasing any product using the Website). Our collection, use, disclosure, processing, management and transfer of your personal data shall be subject to and in accordance with the terms of our Privacy Statement, which may be found at https://www.urbanfox.store/privacy-statement.
22. Governing Law
22.1 These Terms of Sale, and each Customer Contract, shall be governed by and construed in accordance with the laws of Singapore
23. Dispute Resolution
23.1 Any dispute arising out of or in connection with or in relation to these Terms of Sale and/or any Customer Contract, including any question regarding the existence, validity or termination of these Terms of Sale shall be referred to and finally resolved by arbitration in Singapore.
23.2 Such arbitration shall be conducted in accordance with the Rules of the Singapore International Arbitration Centre (“SIAC”)for the time being in force (“Rules”), which Rules are deemed to be incorporated by reference into this Clause 23.2 except as such Rules conflict with the provisions of this Clause 23, in which event the provisions of this Clause 23 shall prevail.
23.3 Any arbitration commenced pursuant to this Clause 23 shall be conducted by one arbitrator nominated by the President of the Court of Arbitration of the SIAC. The language to be used shall be English and all written documents provided in any such arbitration shall be in English.
23.4 Any arbitration award made pursuant to any arbitration commenced pursuant to this Clause 23 may be enforced by the relevant party against assets of the other party wherever those assets are located or may be found, and a judgment upon any such arbitration award may be entered into by any court of competent jurisdiction thereof and for this purpose, we, you and the Seller expressly submit to the jurisdiction of any such court.
24. Definitions and Interpretation
24.1 In these Terms of Sale, unless the context otherwise requires, the following terms shall have the respective meanings specified below:
24.1.1 “Customer Contract” with respect to the purchase of a Product or Products, means a contract for the purchase of such Product or Products, made between you and the Seller of such Product or Products.
24.1.2 “Delivery Location” with respect to a Product, means the location to which such Product will be delivered to you, as stated in the Order Form for such Product (or as otherwise notified by you to the Seller).
24.1.3 “Estimated Delivery Date” with respect to a Product, means the date indicated in the Order Form for such Product as the estimated date on which delivery of the Product will be made to you.
24.1.4 “Force Majeure Event” means any event or circumstance, the occurrence and the effect of which we or the Seller could not reasonably prevent or avoid, including but not limited to:
(i) acts of God;
(ii) war, outbreak of hostilities, riot, civil disturbance, disorder or acts of terrorism;
(iii) the act of any government or authority (including refusal or revocation of any licence or consent);
(iv) trade embargoes;
(v) fire, explosion or flood;
(vi) general power failure, failure of telecommunications lines, failure or breakdown of plant, machinery or vehicles;
(vii) shortage of raw materials and utilities of any kind;
(viii) defaults of suppliers or sub-contractors for any reason whatsoever where such delay is beyond the reasonable control of the sub-contractor or supplier concerned; and
(ix) accident, theft, malicious damage, strike, lock-out or industrial action of any kind.
24.1.5 “Listing Price” with respect to a Product, means the retail price of such Product, as stated in the individual product listing for such Product on the Website.
24.1.6 “Order Form” with respect to a Product, means an order form submitted pursuant to Clause 2.2 for the purchase of such Product.
24.1.7 “Product” means a product purchased by you on the Website in accordance with the process set out in Clause 2.
24.1.8 “Purchase Price” with respect to a Product, means the amount payable by you in respect of the purchase of such Product, as stated in the Order Form for such Product (and which includes any discounts or reductions applicable to the purchase of such Product by you).
24.1.9 “Seller”, with respect to:
(i) a Product sold by us, means us, acting in our own capacity as a seller of such Product; or
(ii) a Product sold by a Third Party Vendor, means such Third Party Vendor, acting through us as the agent of such Third Party Vendor.
24.1.10 “Third Party Vendor” means a person which sells products on the Website (other than us).