SECTION 1 – INTRODUCTION, ACCEPTANCE AND DEFINITIONS
1.1 Introduction
1.1.1 These General Terms and Conditions ("Terms") govern the access to and use of the Website and all products and services supplied by ST Titan Machinery Pte. Ltd. (”ST Titan”, “we”, “our” or “us”).
1.1.2 These Terms apply to every person, company, partnership, organisation or other entity (”Customer”, “you” or “your”) who:
(a) accesses or uses the Website;
(b) contacts ST Titan regarding any Product or Service;
(c) requests a quotation;
(d) requests ST Titan to source, negotiate or bid for a Product;
(e) purchases any Product or Service from ST Titan;
(f) makes any payment to ST Titan; or
(g) otherwise engages ST Titan in connection with any transaction.
1.1.3 These Terms apply whether communication takes place through the Website, email, WhatsApp, telephone or any other communication channel approved by ST Titan.
1.2 Acceptance of Terms
1.2.1 By accessing the Website or engaging ST Titan’s Services, the Customer acknowledges that it has read, understood and agrees to be bound by these Terms, as amended from time to time.
1.2.2 Where a person acts on behalf of a company or other legal entity, that person represents and warrants that he or she has the authority to bind that entity to these Terms.
1.2.3 If the Customer does not agree to these Terms, the Customer must immediately cease using the Website and must not request or use any Services provided by ST Titan.
1.2.4 ST Titan may amend these Terms at any time. Revised Terms shall become effective upon publication on the Website unless otherwise stated and shall apply to all future transactions.
1.3 No Online Registration
1.3.1 ST Titan does not presently provide online customer registration, user accounts or self-service purchasing through the Website.
1.3.2 All customer registration, quotations, bidding instructions, purchase requests and transactions are processed manually by ST Titan through approved communication channels.
1.3.3 ST Titan may require Customers to provide identification documents, business information or other supporting documentation before accepting instructions or providing Services.
1.4 Definitions
Unless the context otherwise requires, the following words and expressions have the meanings set out below.
Agreement means the contract formed between ST Titan and the Customer, comprising these Terms together with any applicable Quotation, Purchase Confirmation, Invoice and any document expressly incorporated by reference.
Auction means any auction, whether physical or online, through which Products may be purchased by ST Titan on behalf of a Customer.
Auction House means any auction operator, auction platform or auction organiser through which Products are offered for sale.
Business Day means a day, other than a Saturday, Sunday or public holiday, on which banks are generally open for business in Singapore.
Commission means the fee payable by the Customer to ST Titan for providing its Services.
Communication Channels means any communication method approved by ST Titan, including email, WhatsApp, telephone or any other method notified by ST Titan.
Customer means any individual, company, partnership, corporation, organisation or other legal entity that uses the Website or requests or receives any Services from ST Titan.
Deposit means any refundable or non-refundable amount paid by the Customer as security or towards the Purchase Price, as specified by ST Titan.
GST means the Goods and Services Tax imposed under the laws of Singapore, together with any replacement or equivalent indirect tax.
Invoice means any Proforma Invoice, Commercial Invoice or other invoice issued by ST Titan.
Product means any machinery, construction equipment, commercial vehicle, passenger vehicle, forklift, agricultural equipment, industrial equipment, spare part, attachment, accessory or any other goods supplied or sourced by ST Titan.
Purchase Confirmation means the written confirmation issued by ST Titan confirming that a Customer’s purchase request or bidding instruction has been accepted.
Purchase Price means the agreed purchase price of the Product before GST, shipping, insurance, duties, taxes or other charges, unless expressly stated otherwise.
Quotation means any written quotation, proposal or price estimate issued by ST Titan.
Seller means the owner, vendor, dealer, auction house or other person offering a Product for sale.
Services means all services provided by ST Titan, including sourcing, procurement, bidding, purchasing, negotiation, inspection coordination, transportation coordination, shipping coordination, documentation assistance and any related services.
ST Titan means ST Titan Machinery Pte. Ltd., a company incorporated in Singapore, together with its successors and permitted assigns.
Terms means these General Terms and Conditions, as amended from time to time.
USD means the lawful currency of the United States of America.
Website means the official website operated by or on behalf of ST Titan, together with any successor website.
1.5 Interpretation
Unless the context otherwise requires:
(a) words importing the singular include the plural and vice versa;
(b) references to a person include an individual, corporation, partnership, trust, association, governmental authority or other legal entity;
(c) headings are included for convenience only and do not affect interpretation;
(d) references to legislation include any amendment, re-enactment or replacement of that legislation;
(e) the words “including”, “such as” and similar expressions shall be interpreted as meaning “including without limitation”; and
(f) any reference to writing includes electronic communications, including email and WhatsApp messages, where accepted by ST Titan.
SECTION 2 – CUSTOMER REGISTRATION, ELIGIBILITY AND APPOINTMENT
2.1 Customer Eligibility
2.1.1 A Customer may request ST Titan to provide Services only if the Customer:
(a) is at least eighteen (18) years of age, where the Customer is an individual;
(b) has the legal capacity and authority to enter into a binding contract;
(c) provides accurate and complete information requested by ST Titan; and
(d) complies with these Terms and all applicable laws and regulations.
2.1.2 Where the Customer is a company, partnership or other legal entity, the person giving instructions to ST Titan warrants that he or she is duly authorised to act on behalf of that entity.
2.1.3 ST Titan may decline to provide Services to any person or entity at its sole discretion and is not obliged to provide reasons for its decision.
2.2 Customer Registration
2.2.1 ST Titan currently operates a manual customer registration process.
2.2.2 Customers wishing to purchase Products or use ST Titan’s Services shall first register their interest by contacting ST Titan through an approved communication channel.
2.2.3 Registration may be completed by email, WhatsApp or any other communication method approved by ST Titan.
2.2.4 Registration shall only be considered complete after ST Titan confirms acceptance of the Customer.
2.2.5 Registration does not guarantee that ST Titan will accept any future purchase request, quotation request or bidding instruction.
2.3 Information Required
ST Titan may request any information or documents that it reasonably considers necessary, including but not limited to:
(a) the Customer’s full name or registered business name;
(b) business registration documents;
(c) identification documents of authorised representatives;
(d) registered business address;
(e) billing address;
(f) delivery address;
(g) email address;
(h) telephone or WhatsApp number;
(i) bank account details where required;
(j) tax registration information; and
(k) any additional information reasonably required to verify the Customer’s identity or complete a transaction.
2.4 Verification and Due Diligence
2.4.1 ST Titan may carry out identity verification, customer due diligence or other checks before accepting a Customer or processing any transaction.
2.4.2 ST Titan may request additional documents at any time where required for regulatory, commercial or operational purposes.
2.4.3 ST Titan may delay, suspend or refuse any transaction until the requested information has been provided and verified to its satisfaction.
2.5 Customer Responsibilities
The Customer shall:
(a) provide complete, accurate and up-to-date information;
(b) promptly notify ST Titan of any changes to previously provided information;
(c) ensure that all instructions given to ST Titan are accurate and complete;
(d) cooperate with ST Titan in relation to any verification process;
(e) comply with all applicable laws relating to the purchase, importation and use of the Products; and
(f) promptly respond to ST Titan’s reasonable requests for information.
2.6 Appointment of ST Titan
2.6.1 By instructing ST Titan to source or procure a Product, the Customer appoints ST Titan to act as its procurement and sourcing representative for the specific transaction.
2.6.2 Where requested by the Customer, ST Titan may:
(a) source suitable Products;
(b) obtain quotations;
(c) negotiate with Sellers;
(d) submit bids at Auctions;
(e) purchase Products on the Customer’s behalf;
(f) arrange inspections;
(g) arrange transportation or shipping; and
(h) provide related administrative services.
2.6.3 ST Titan shall perform these Services with reasonable care and skill but does not guarantee that a Product will be successfully sourced or purchased.
2.7 Customer Instructions
2.7.1 The Customer may provide instructions to ST Titan through approved communication channels, including email and WhatsApp.
2.7.2 ST Titan may rely on any instruction that reasonably appears to have been given by the Customer or the Customer’s authorised representative.
2.7.3 The Customer is responsible for ensuring that all instructions are clear, accurate and complete.
2.7.4 Once ST Titan has acted on a Customer’s instruction, the Customer may not revoke or amend that instruction if doing so would expose ST Titan to loss, liability or obligations to a Seller, Auction House or other third party, unless ST Titan agrees otherwise in writing.
2.8 Right to Refuse or Suspend Services
ST Titan may refuse, suspend or discontinue the provision of Services where:
(a) the Customer fails to provide requested information or documentation;
(b) the Customer provides false, inaccurate or misleading information;
(c) ST Titan reasonably suspects fraud, money laundering or other unlawful activity;
(d) the Customer breaches these Terms;
(e) the Customer has outstanding payments owing to ST Titan;
(f) compliance with applicable law requires ST Titan to decline or suspend the transaction; or
(g) ST Titan reasonably believes that continuing the transaction may expose it to legal, financial or reputational risk.
2.9 No Exclusive Relationship
Registration with ST Titan or prior dealings do not create an exclusive relationship between ST Titan and the Customer.
ST Titan reserves the right to determine, at its sole discretion, whether to accept or reject any request for quotation, sourcing, bidding or purchase.
SECTION 3 – SERVICES
3.1 Scope of Services
3.1.1 ST Titan provides sourcing, procurement and related services for used and new machinery, vehicles, equipment, spare parts, attachments and other products (“Products”) from suppliers, dealers, auction houses and other sellers located in Singapore and overseas.
3.1.2 The Services provided by ST Titan may include, but are not limited to:
(a) sourcing Products based on the Customer’s requirements;
(b) identifying suitable Products from dealers, auction houses or other sellers;
(c) obtaining quotations and pricing information;
(d) negotiating purchase terms with sellers;
(e) bidding at auctions on behalf of Customers;
(f) purchasing Products on behalf of Customers where instructed;
(g) coordinating inspections, condition reports or additional photographs where available;
(h) arranging transportation, freight, shipping or logistics through third-party service providers;
(i) preparing or coordinating commercial documentation relating to the transaction; and
(j) such other services as ST Titan may agree to provide from time to time.
3.1.3 ST Titan may provide some or all of the above Services depending on the Customer’s instructions and the nature of the transaction.
3.2 Nature of ST Titan’s Role
3.2.1 Unless expressly agreed otherwise in writing, ST Titan acts primarily as a sourcing and procurement service provider and may also act as a purchasing agent, intermediary or reseller depending on the particular transaction.
3.2.2 The role performed by ST Titan may vary from one transaction to another.
3.2.3 Nothing in these Terms shall require ST Titan to own or physically possess every Product offered to Customers.
3.2.4 Where ST Titan purchases a Product on behalf of a Customer, ST Titan may contract with the relevant seller, auction house or supplier in its own name before arranging onward supply to the Customer.
3.3 Products
3.3.1 Products offered by ST Titan may include:
(a) construction machinery;
(b) excavators;
(c) wheel loaders;
(d) bulldozers;
(e) cranes;
(f) forklifts;
(g) trucks;
(h) commercial vehicles;
(i) passenger vehicles;
(j) agricultural machinery;
(k) generators;
(l) industrial equipment;
(m) spare parts;
(n) attachments;
(o) accessories; and
(p) any other goods offered by ST Titan from time to time.
3.3.2 ST Titan reserves the right to determine which Products are made available for sale or sourcing.
3.4 Product Information
3.4.1 Product descriptions, photographs, videos, specifications, operating hours, dimensions, model years and other information are obtained from sellers, auction houses, manufacturers or other third parties unless expressly stated otherwise.
3.4.2 While ST Titan takes reasonable care when presenting Product information, ST Titan does not warrant that such information is complete, accurate or free from errors.
3.4.3 Product information is provided for general reference only and shall not constitute a guarantee or warranty.
3.4.4 Customers are responsible for making their own assessment of the suitability of any Product before instructing ST Titan to purchase or bid.
3.5 Used Products
3.5.1 Unless expressly stated otherwise, Products supplied by ST Titan are used Products.
3.5.2 Used Products may display normal wear and tear, cosmetic damage, repairs, repainting, corrosion, scratches, dents, missing components or other signs of previous use.
3.5.3 Customers acknowledge that the condition of used Products will vary according to age, previous usage, maintenance history and operating environment.
3.6 Condition Reports
3.6.1 Where available, ST Titan may provide inspection reports, auction grading reports or condition reports obtained from third parties.
3.6.2 Such reports are provided solely for the Customer’s convenience.
3.6.3 Condition reports represent only the observations made at the time of inspection and should not be interpreted as comprehensive engineering reports or warranties.
3.6.4 The absence of any comment regarding a particular component shall not imply that such component is free from defects.
3.7 Photographs and Videos
3.7.1 Product photographs and videos are intended only as a visual aid.
3.7.2 Colours, appearance and condition may vary due to lighting, camera quality, image processing or screen settings.
3.7.3 Certain defects, repairs or damage may not be visible in photographs or videos.
3.7.4 Customers should not rely solely upon photographs when deciding whether to purchase a Product.
3.8 Product Availability
3.8.1 All Products are offered subject to prior sale, availability and confirmation by the relevant seller or auction house.
3.8.2 ST Titan does not guarantee that any Product displayed on the Website or quoted to a Customer will remain available.
3.8.3 ST Titan may withdraw, amend or replace any Product listing at any time before issuing a Purchase Confirmation.
3.9 Quotations
3.9.1 Any quotation issued by ST Titan is provided for information purposes only and does not constitute a binding offer unless expressly stated otherwise.
3.9.2 Unless otherwise specified, quotations remain valid for the period stated in the quotation.
3.9.3 ST Titan reserves the right to amend or withdraw any quotation before it is accepted by the Customer.
3.9.4 Prices quoted are based on information available at the time the quotation is issued and may be affected by changes in supplier pricing, exchange rates, freight costs or other factors beyond ST Titan’s reasonable control.
3.10 Third-Party Services
3.10.1 ST Titan may engage third-party service providers to perform certain Services, including inspections, transportation, freight forwarding, shipping, customs clearance or warehousing.
3.10.2 Such service providers operate independently of ST Titan.
3.10.3 ST Titan shall not be responsible for delays, omissions or failures attributable to third-party service providers except to the extent required by applicable law.
3.11 Service Availability
3.11.1 ST Titan shall use reasonable commercial efforts to provide its Services in a timely and professional manner.
3.11.2 ST Titan does not guarantee uninterrupted availability of its Services or the Website.
3.11.3 ST Titan may suspend or modify any Service for maintenance, operational requirements or other reasonable business purposes without prior notice.
3.12 Customer Acknowledgement
The Customer acknowledges and agrees that:
(a) ST Titan does not manufacture the Products;
(b) ST Titan may rely on information supplied by third parties;
(c) used Products are sold in varying conditions;
(d) availability of Products may change without notice;
(e) successful sourcing or bidding cannot be guaranteed; and
(f) the Customer remains responsible for determining whether a Product meets its operational, commercial and legal requirements before instructing ST Titan to proceed with a purchase.
SECTION 4 – PURCHASE REQUESTS, SOURCING AND AUCTION BIDDING
1
1.1 Purchase Requests
2.
2.1.
2.1.1. A Customer may request ST Titan to source or purchase a Product by submitting a request through an approved communication channel, including email or WhatsApp.
2.1.2. The Customer shall provide sufficient information to enable ST Titan to identify the requested Product, including, where applicable:
(a) manufacturer or brand;
(b) model;
(c) year of manufacture;
(d) quantity;
(e) preferred specifications;
(f) maximum purchase budget;
(g) delivery destination;
(h) preferred delivery timeline; and
(i) any other relevant requirements.
2.1.3. ST Titan may request additional information before accepting the Customer’s request.
1.2 Quotations
2.2.
2.2.1. Where appropriate, ST Titan may issue a written Quotation setting out the estimated Purchase Price, applicable Commission, estimated freight charges, insurance (if requested), and any other known costs.
2.2.2. Unless expressly stated otherwise:
(a) all prices are quoted in USD;
(b) all prices are exclusive of GST;
(c) freight charges are estimates only;
(d) customs duties, import taxes and destination charges are excluded.
2.2.3. A Quotation does not constitute a binding agreement and may be withdrawn or amended at any time before a Purchase Confirmation is issued.
1.3 Customer Instructions
1.3.1 The Customer shall clearly instruct ST Titan whether ST Titan is authorised to:
(a) negotiate pricing;
(b) place auction bids;
(c) purchase Products; or
(d) arrange transportation and shipping.
1.3.2 Instructions may be given by:
(a) email;
(b) WhatsApp;
(c) other electronic communication approved by ST Titan.
1.3.3 ST Titan may rely upon any instruction that reasonably appears to originate from the Customer or its authorised representative.
1.4 Authority to Bid
2.3.
2.4.
2.4.1. Where the Customer instructs ST Titan to participate in an Auction, the Customer authorises ST Titan to submit bids on the Customer’s behalf up to the maximum amount authorised by the Customer.
2.4.2. Unless otherwise agreed in writing, the Customer may not revoke or amend its bidding instructions after ST Titan has commenced participating in the Auction.
2.4.3. The Customer acknowledges that auction bids are generally irrevocable once submitted.
1.5 Auction Participation
2.5.
2.5.1. ST Titan may participate in physical or online auctions conducted by Auction Houses, dealers or other sellers.
2.5.2. Auction procedures are governed by the rules of the relevant Auction House.
2.5.3. The Customer agrees that ST Titan has no control over:
(a) bidding procedures;
(b) bidding increments;
(c) auction timing;
(d) competing bidders;
(e) reserve prices;
(f) withdrawal of Products by sellers.
1.6 Successful Purchase
2.6.
2.6.1. Where ST Titan successfully purchases or secures a Product on behalf of the Customer, ST Titan shall issue a Purchase Confirmation.
2.6.2. The Purchase Confirmation shall generally include:
(a) product description;
(b) purchase price;
(c) commission;
(d) estimated shipping costs (if applicable);
(e) payment deadline;
(f) delivery arrangements; and
(g) any special conditions.
1.7 Formation of Contract
2.7.
2.7.1. A binding contract between ST Titan and the Customer is formed only when ST Titan issues a written Purchase Confirmation
2.7.2. The Customer acknowledges that ST Titan may enter into legally binding arrangements with Sellers or Auction Houses before issuing the Purchase Confirmation.
2.7.3. Once a Purchase Confirmation has been issued, the Customer shall be legally bound to complete the transaction in accordance with these Terms.
1.8 ST Titan does not guarantee that any requested Product will be successfully sourced or purchased.
Failure to secure a Product shall not constitute a breach of these Terms.
1.9 Product Withdrawal
A Product may become unavailable at any time before a Purchase Confirmation is issued due to:
(a) prior sale;
(b) withdrawal by the seller;
(c) cancellation of the auction;
(d) pricing errors;
(e) legal restrictions;
(f) ownership issues; or
(g) any other circumstance beyond ST Titan’s reasonable control.
ST Titan shall have no liability arising from such withdrawal.
1.10 Pricing Adjustments
Where, prior to issuing a Purchase Confirmation, there is a material change in:
(a) supplier pricing;
(b) exchange rates;
(c) freight costs;
(d) insurance premiums;
(e) government charges;
(f) taxes; or
(g) other material costs,
ST Titan may revise the quoted price before confirming the purchase.
1.11 Customer’s Acknowledgement
The Customer acknowledges that:
(a) auction purchases involve commercial risk;
(b) competing bids may increase the final purchase price;
(c) ST Titan cannot guarantee a successful purchase;
(d) auction schedules may change without notice;
(e) Products may be withdrawn before purchase;
(f) ST Titan acts based on the Customer’s instructions; and
(g) once ST Titan has committed to purchase a Product on the Customer’s behalf, the Customer may not withdraw from the transaction except in accordance with these Terms.
1.12 Electronic Records
The Customer agrees that:
(a) emails;
(b) WhatsApp messages;
(c) electronic quotations;
(d) Purchase Confirmations;
(e) invoices; and
(f) other electronic communications issued by ST Titan
shall constitute valid documentary evidence of the transaction and may be relied upon by both parties to the fullest extent permitted by applicable law.
SECTION 5 – PRICING, COMMISSION, FEES AND TAXES
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2.1 5.1 Purchase Price
3.
3.1.
3.1.1. The purchase price of a Product (“Purchase Price”) shall be the price confirmed by ST Titan in the applicable Quotation or Purchase Confirmation.
3.1.2. Unless expressly stated otherwise in writing:
(a) all prices are quoted in United States Dollars (USD);
(b) all prices are exclusive of GST;
(c) prices exclude freight, insurance, customs duties, import taxes, destination charges and other third-party costs.
3.1.3. The Purchase Price is subject to adjustment before a Purchase Confirmation is issued where there is a material change in supplier pricing, auction results, exchange rates or other relevant costs.
2.2 Commission
3.2.
3.2.1. ST Titan shall be entitled to charge a Commission for providing its sourcing, procurement and related Services.
3.2.2. The applicable Commission shall be:
(a) the amount stated in the Quotation or Purchase Confirmation; or
(b) where no amount is stated, such amount as agreed in writing between ST Titan and the Customer.
3.2.3. unless otherwise agreed, the Commission is non-refundable once ST Titan has commenced performing the Services.
2.3 Additional Charges
The Customer shall be responsible for all costs and expenses relating to the transaction, including where applicable:
(a) auction fees;
(b) seller’s charges;
(c) inland transportation;
(d) storage charges;
(e) loading charges;
(f) inspection fees;
(g) documentation fees;
(h) freight charges;
(i) marine insurance premiums;
(j) customs duties;
(k) import taxes;
(l) port charges;
(m) handling charges;
(n) bank charges;
(o) currency conversion costs; and
(p) any other third-party costs reasonably incurred in connection with the transaction.
2.4 Taxes
3.3.
3.4.
3.4.1. Unless expressly stated otherwise, all prices quoted by ST Titan are exclusive of GST.
3.4.2. Where GST or any other applicable tax is required by law to be charged, the Customer shall pay such tax in addition to the quoted Purchase Price and other applicable charges.
3.4.3. The Customer shall remain responsible for all taxes, duties, levies and governmental charges imposed in the destination country.
2.5 Exchange Rate Fluctuations
3.5.
3.5.1. International transactions may be affected by fluctuations in foreign exchange rates.
3.5.2. Where the Purchase Price or third-party costs are affected by material currency movements before a Purchase Confirmation is issued, ST Titan reserves the right to revise its quotation accordingly.
3.5.3. After a Purchase Confirmation has been issued, any exchange rate adjustment shall only apply where expressly provided in the Purchase Confirmation or where the Customer requests changes that affect the transaction.
2.6 Freight and Shipping Estimates
3.6.
3.6.1. Any freight, transportation or shipping costs provided by ST Titan before shipment are estimates only.
3.6.2. Actual freight costs may vary due to factors including:
(a) vessel availability;
(b) fuel surcharges;
(c) port congestion;
(d) shipping route changes;
(e) container availability;
(f) carrier charges; or
(g) other circumstances beyond ST Titan’s reasonable control.
3.6.3. The Customer shall pay the actual freight charges incurred unless otherwise agreed in writing.
2.7 Deposit
3.7.
3.7.1. ST Titan may require the Customer to pay a Deposit before:
(a) sourcing a Product;
(b) participating in an Auction;
(c) placing an order with a supplier; or
(d) arranging transportation or shipping.
3.7.2. The amount of the Deposit shall be determined by ST Titan and communicated to the Customer before the relevant Services commence.
3.7.3. Unless otherwise agreed, the Deposit shall be applied towards the total amount payable by the Customer.
3.7.4. Where the Customer fails to complete the transaction in breach of these Terms, ST Titan may apply the Deposit towards any losses, costs or liabilities incurred, without prejudice to any other rights or remedies available to ST Titan.
2.8 Price Errors
3.8.
3.8.1. Despite reasonable efforts, typographical, calculation or pricing errors may occasionally occur.
3.8.2. ST Titan reserves the right to correct any pricing or calculation error at any time before issuing a Purchase Confirmation.
3.8.3. If an error is identified after a Quotation has been issued but before a Purchase Confirmation is issued, ST Titan may withdraw or amend the Quotation.
2.9 Promotional Prices
From time to time, ST Titan may offer promotional pricing or special commercial arrangements.
Unless expressly stated otherwise:
(a) promotional pricing is available only for the specified transaction;
(b) promotional pricing may be withdrawn at any time before acceptance; and
(c) promotional pricing shall not apply to future transactions
2.10 Customer’s Responsibility
The Customer acknowledges and agrees that:
(a) all quoted prices are subject to these Terms;
(b) third-party costs may change without notice;
(c) international transactions may involve additional charges imposed by governments or service providers;
(d) ST Titan has no control over taxes or duties imposed outside Singapore; and
(e) the Customer is responsible for reviewing all pricing information before confirming a purchase.
2.11 No Set-Off
The Customer shall make all payments to ST Titan in full without deduction, withholding, counterclaim or set-off unless required by applicable law or expressly agreed by ST Titan in writing.
SECTION 6 – PAYMENT TERMS
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3.1 General Payment Obligations
4.
4.1.
4.1.1. The Customer shall pay all amounts due to ST Titan in accordance with these Terms, the applicable Quotation, Purchase Confirmation or Invoice.
4.1.2. Time for payment is of the essence.
4.1.3. The Customer shall make payment in full without deduction, withholding, set-off or counterclaim unless required by applicable law or expressly agreed by ST Titan in writing.
3.2 Payment Currency
4.2.
4.2.1. Unless otherwise agreed in writing, all payments shall be made in United States Dollars (USD).
4.2.2. Where ST Titan agrees to accept payment in another currency, the applicable exchange rate shall be determined by ST Titan or its banking institution on the date of conversion.
4.2.3. Any exchange rate losses or bank conversion charges shall be borne by the Customer.
3.3 Payment Methods
ST Titan may accept payment by one or more of the following methods:
(a) telegraphic transfer (TT);
(b) bank transfer;
(c) electronic funds transfer;
(d) other payment methods approved by ST Titan.
ST Titan reserves the right to refuse any payment method at its discretion
3.4 Bank Details
Payment shall only be made to the bank account specified by ST Titan in its Invoice or otherwise confirmed in writing.
The Customer shall verify bank account details before making payment.
ST Titan shall not be responsible for losses resulting from payments made to incorrect accounts due to fraud or unauthorised alteration of payment instructions unless caused by ST Titan’s negligence or wilful misconduct.
3.5 Payment Due Date
4.3.
4.4.
4.5.
4.5.1. 6.5.1. Unless otherwise stated in the Purchase Confirmation or Invoice, the Customer shall pay the total invoiced amount within three (3) Business Days from the date of the Invoice.
4.5.2. Where ST Titan specifies a different payment deadline due to supplier or auction requirements, the Customer shall comply with that deadline.
4.5.3. ST Titan may refuse to proceed with any purchase, shipment or delivery until payment has been received in cleared funds.
3.6 Proof of Payment
After making payment, the Customer shall promptly provide ST Titan with:
(a) the bank transfer confirmation or remittance advice;
(b) the Invoice number;
(c) the Purchase Confirmation number (if applicable); and
(d) any other information reasonably requested by ST Titan to facilitate payment reconciliation.
Provision of proof of payment does not constitute confirmation that payment has been received by ST Titan.
3.7 Cleared Funds
Payment shall be deemed received only when cleared funds have been credited to ST Titan’s designated bank account.
The Customer remains responsible for ensuring that payment reaches ST Titan before the applicable payment deadline.
3.8 Late Payment
Where payment is not received by the due date, ST Titan may, without prejudice to any other rights or remedies:
(a) suspend performance of the Services;
(b) postpone shipment or delivery;
(c) refuse to release the Product;
(d) cancel the Purchase Confirmation;
(e) apply the Customer’s Deposit towards outstanding amounts;
(f) recover reasonable costs incurred as a result of the delay; and
(g) decline future transactions with the Customer.
3.9 ST Titan may charge interest on overdue amounts at the rate specified in the Purchase Confirmation or, where no rate is specified, at a reasonable commercial rate permitted by applicable law.
Interest shall accrue daily until payment is received in full.
3.10 Recovery Costs
The Customer shall reimburse ST Titan for all reasonable costs incurred in recovering overdue amounts, including:
(a) legal fees;
(b) debt collection costs;
(c) administrative expenses;
(d) bank charges; and
(e) court or enforcement costs,
to the extent permitted by applicable law.
3.11 Application of Payments
Unless otherwise agreed by ST Titan, payments received from the Customer may be applied in the following order:
(a) recovery costs;
(b) accrued interest;
(c) administrative charges;
(d) freight and logistics charges;
(e) Commission;
(f) Purchase Price; and
(g) any other outstanding amounts.
3.12 Partial Payments
ST Titan may accept a partial payment without prejudice to its right to recover the remaining balance.
Acceptance of a partial payment shall not constitute a waiver of any rights under these Terms.
3.13 Credit Terms
Unless expressly agreed in writing, ST Titan does not provide credit facilities.
All transactions shall be conducted on a payment-before-delivery basis.
Where ST Titan agrees to extend credit, such credit may be withdrawn or amended at any time.
3.14 Payment Verification
ST Titan may delay shipment, release of documents or transfer of ownership until payment has been verified.
Where ST Titan reasonably suspects fraudulent activity, it may request additional verification before processing the transaction.
3.15 Taxes and Withholding
If the Customer is required by law to withhold tax from any payment:
(a) the Customer shall promptly notify ST Titan;
(b) the Customer shall provide official evidence of the withholding;
(c) unless otherwise agreed in writing, the Customer shall pay any additional amount necessary to ensure ST Titan receives the full amount payable under the Agreement, except where applicable law or the Agreement expressly provides otherwise.
3.16 Customer Default
A Customer shall be in default where the Customer:
(a) fails to pay any amount when due;
(b) repeatedly makes late payments;
(c) provides false payment information;
(d) reverses or recalls payment without lawful justification; or
(e) otherwise breaches its payment obligations under these Terms.
Upon default, ST Titan may exercise any rights available under these Terms or applicable law.
3.17 Payment Disputes
If the Customer disputes an Invoice, the Customer shall notify ST Titan in writing within five (5) Business Days after receiving the Invoice, stating the reasons for the dispute and providing supporting documents.
The Customer shall pay all undisputed amounts by the applicable due date.
3.18 Customer Acknowledgement
The Customer acknowledges that timely payment is essential because ST Titan may be required to make immediate payments to Sellers, Auction Houses, freight forwarders and other third parties on the Customer’s behalf.
Failure by the Customer to make payment on time may cause ST Titan to incur losses, cancellation charges or other liabilities, for which the Customer may be responsible under these Terms.
SECTION 7 – DELIVERY, TRANSPORTATION AND SHIPPING
7.1 Delivery Options
5.
5.1.
5.1.1. Unless otherwise agreed in writing, Products may be delivered by one of the following methods:
(a) collection by the Customer or the Customer’s appointed representative;
(b) delivery arranged by ST Titan through a third-party carrier;
(c) shipment arranged by ST Titan through a freight forwarder or shipping company; or
(d) any other delivery method agreed between ST Titan and the Customer.
5.1.2. The delivery method shall be confirmed in the Purchase Confirmation, Quotation or other written communication issued by ST Titan.
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4.1
4.2 Delivery Instructions
5.2.
5.2.1. The Customer shall provide complete and accurate delivery instructions before shipment is arranged.
5.2.2. Such instructions shall include, where applicable:
(a) consignee details;
(b) delivery address;
(c) port of discharge;
(d) final destination;
(e) contact person;
(f) telephone number;
(g) import licence or permit requirements; and
(h) any other information reasonably required by ST Titan.
5.2.3. ST Titan shall not be liable for delays, losses or additional costs arising from incomplete or inaccurate delivery instructions supplied by the Customer.
4.3 Collection by Customer
5.3.
5.3.1. Where the Customer elects to collect the Product, collection shall take place within the period specified by ST Titan or the Seller.
5.3.2. The Customer shall be responsible for arranging all necessary transportation, permits, insurance and handling required for collection.
5.3.3. If the Product is not collected within the specified period, storage charges, yard charges or other fees imposed by the Seller or storage provider shall be borne entirely by the Customer.
4.4 Shipping Arranged by ST Titan
5.4.
5.4.1. Where requested by the Customer, ST Titan may arrange inland transportation, freight forwarding, export handling, shipping or related logistics services.
5.4.2. Such services are arranged through independent third-party logistics providers.
5.4.3. ST Titan acts solely as a coordinator of such arrangements unless expressly agreed otherwise.
4.5 Shipping Schedule
5.5.
5.5.1. Any estimated shipment or delivery date provided by ST Titan is an estimate only.
5.5.2. Shipment schedules are subject to:
(a) vessel availability;
(b) port congestion;
(c) customs clearance;
(d) weather conditions;
(e) industrial action;
(f) government restrictions; and
(g) other circumstances beyond ST Titan’s reasonable control.
5.5.3. ST Titan does not guarantee any shipment or delivery date.
4.6 Freight Charges
5.6.
5.6.1. Freight charges quoted before shipment are estimates only.
5.6.2. Actual freight costs may vary due to changes imposed by shipping companies, freight forwarders or other service providers.
5.6.3. The Customer shall pay the actual freight charges incurred unless otherwise agreed in writing.
4.7 Insurance
5.7.
5.7.1. ST Titan shall prepare or coordinate export documentation reasonably required for the shipment where agreed with the Customer.
5.7.2. Unless insurance has been expressly arranged, the Product shall travel entirely at the Customer’s risk after the transfer of risk under these Terms.
4.8 Export and Import Documentation
5.8.
5.8.1. ST Titan shall prepare or coordinate export documentation reasonably required for the shipment where agreed with the Customer.
5.8.2. The Customer shall be responsible for obtaining all import licences, permits, customs approvals and regulatory clearances required in the destination country.
5.8.3. ST Titan shall not be responsible for any refusal of importation by authorities outside Singapore.
4.9 Customs Duties and Taxes
Unless otherwise agreed:
(a) customs duties;
(b) import taxes;
(c) VAT;
(d) GST payable outside Singapore;
(e) port charges;
(f) terminal handling charges; and
(g) destination country charges
shall be borne solely by the Customer.
4.10 Storage Charges
If delivery, shipment or collection is delayed due to the Customer’s acts or omissions, the Customer shall be responsible for all resulting:
(a) storage charges;
(b) yard charges;
(c) detention charges;
(d) demurrage;
(e) container charges; and
(f) additional transportation costs.
4.11 Delivery Delays
ST Titan shall not be liable for delays caused by:
(a) the Seller;
(b) Auction Houses;
(c) freight forwarders;
(d) shipping lines;
(e) customs authorities;
(f) government agencies;
(g) strikes;
(h) natural disasters; or
(i) any other event beyond ST Titan’s reasonable control.
4.12 Failure to Accept Delivery
Where the Customer refuses, delays or fails to accept delivery of the Product:
(a) risk shall remain with the Customer;
(b) ST Titan may place the Product into storage at the Customer’s cost;
(c) additional storage, transport and administrative charges may apply; and
(d) ST Titan may exercise any other rights available under these Terms or applicable law.
4.13 Partial Shipments
ST Titan may deliver Products by instalments or partial shipments where commercially reasonable.
Each shipment shall constitute a separate delivery.
4.14 Inspection Upon Delivery
The Customer shall inspect the Product promptly upon delivery.
Any visible damage, shortage or discrepancy shall be notified to ST Titan in writing within three (3) Business Days after delivery.
Failure to notify ST Titan within that period shall constitute acceptance of the Product, without prejudice to any rights that cannot be excluded under applicable law.
4.15 Customer Acknowledgement
Accordingly, ST Titan shall not be liable for delays, increased transportation costs or other consequences arising from the acts or omissions of third-party logistics providers, customs authorities or governmental agencies.
SECTION 8 – PRODUCT CONDITION, TRANSFER OF TITLE, RISK AND ACCEPTANCE
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5.1 Sale of Products
6.
6.1.
6.1.1. Unless expressly stated otherwise in writing, all Products are sold on an “AS IS, WHERE IS” basis.
6.1.2. Products supplied through ST Titan are generally used machinery, vehicles, equipment, spare parts or accessories obtained from third-party Sellers or Auction Houses.
6.1.3. The Customer acknowledges that used Products may exhibit normal wear and tear, scratches, dents, corrosion, faded paint, repairs, missing components, modifications or other imperfections consistent with their age, operating hours and previous use
6.1.4. The Purchase Price reflects the condition, age and nature of the Product at the time of sale.
5.2 Product Information
6.2.
6.2.1. Product descriptions, specifications, operating hours, photographs, videos, condition reports, inspection reports and other Product information are obtained from Sellers, Auction Houses or other third parties unless expressly stated otherwise.
6.2.2. ST Titan does not independently verify or guarantee the accuracy, completeness or reliability of such information.
6.2.3. Product information is provided solely for the Customer’s convenience and should not be interpreted as a representation, warranty or guarantee of the Product’s condition, quality, performance or suitability.
6.2.4. The absence of any comment regarding a particular component or condition shall not be interpreted as confirmation that the component is free from defects.
5.3 Customer Review Before Purchase
6.3.
6.3.1. The Customer acknowledges that Products offered through auctions or by third-party Sellers may not always be available for physical inspection before bidding or purchase.
6.3.2. Before instructing ST Titan to submit a bid or purchase a Product, the Customer shall carefully review all available Product information provided by ST Titan.
6.3.3. Where reasonably practicable and upon the Customer’s request, ST Titan may assist in obtaining additional photographs, videos, condition reports or other available information from the Seller or Auction House.
6.3.4. ST Titan does not guarantee that additional information will be available or that the Seller or Auction House will permit further inspections.
6.3.5. Unless expressly agreed in writing, ST Titan does not conduct independent mechanical, structural, engineering or technical inspections of Products.
5.4 No Warranty
6.4.
6.4.1. Except to the extent required by applicable law, ST Titan makes no representation or warranty, whether express or implied, regarding any Product, including its:
(a) condition;
(b) quality;
(c) operating hours;
(d) maintenance history;
(e) previous ownership;
(f) suitability for any particular purpose;
(g) merchantability;
(h) fitness for resale; or
(i) compliance with the laws or technical standards of any country.
6.4.2. Any comments or opinions expressed by ST Titan regarding a Product are provided in good faith for general information only and shall not constitute a contractual warranty.
5.5 Transfer of Risk
6.5.
6.5.1. Risk of loss of or damage to the Product shall pass to the Customer at the earliest of:
(a) collection of the Product by the Customer or the Customer’s representative;
(b) delivery of the Product to the carrier, freight forwarder or shipping company nominated by or on behalf of the Customer;
(c) loading of the Product onto the exporting vessel where shipment is arranged by ST Titan; or
(d) such other time as may be specified in the applicable Purchase Confirmation.
6.5.2. After the transfer of risk, the Customer shall bear all risks associated with the Product, including loss, theft, damage or deterioration.
5.6 Transfer of Title
6.6.
6.6.1. Title to the Product shall remain with ST Titan until:
(a) the Customer has paid all amounts due under the Agreement in full;
(b) all payments have been received in cleared funds; and
(c) no other sums remain outstanding to ST Titan.
6.6.2. Until Title passes, the Customer shall not sell, transfer, pledge, mortgage or otherwise dispose of the Product without ST Titan’s prior written consent.
5.7 Seller’s Failure to Complete the Sale
6.7.
6.7.1. If a Seller or Auction House is unable or unwilling to transfer ownership of the Product or otherwise complete the transaction, ST Titan may cancel the Purchase Confirmation.
6.7.2. Where ST Titan receives a refund from the Seller or Auction House, ST Titan shall refund the corresponding amount received from the Customer after deducting any agreed or unavoidable third-party costs already incurred.
6.7.3. ST Titan shall not be liable for any indirect, consequential or loss of profit arising from the Seller’s or Auction House’s failure to complete the transaction.
5.8 Acceptance of Products
6.8.
6.8.1. The Customer shall inspect the Product as soon as reasonably practicable after delivery or collection.
6.8.2. Any visible shortage, damage or material discrepancy shall be notified to ST Titan in writing within three (3) Business Days after delivery or collection.
6.8.3. Failure to notify ST Titan within the above period shall constitute acceptance of the Product, without prejudice to any rights that cannot be excluded by applicable law.
5.9 Customer Acknowledgement
The Customer acknowledges and agrees that:
(a) ST Titan acts as a sourcing and procurement service provider and does not manufacture the Products;
(b) Products are generally purchased from independent Sellers or Auction Houses;
(c) ST Titan relies substantially on information supplied by third parties;
(d) purchasing used machinery through auctions involves inherent commercial risks;
(e) not all defects or operational issues may be apparent from photographs, videos or condition reports; and
(f) the Customer has considered the available Product information before instructing ST Titan to proceed with the purchase.
SECTION 9 – CANCELLATION, DEFAULT AND REMEDIES
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6.1 Customer Cancellation
7.
7.1.
7.1.1. Once ST Titan has issued a Purchase Confirmation or accepted the Customer’s instruction to submit a binding auction bid, the Customer may not cancel the transaction except with ST Titan’s prior written consent.
7.1.2. As ST Titan may immediately incur contractual obligations to a Seller or Auction House, any request for cancellation shall be considered on a case-by-case basis and may be refused.
7.1.3. If ST Titan agrees to a cancellation, the Customer shall pay all costs, charges, losses and liabilities reasonably incurred by ST Titan as a result of the cancellation, including any amounts payable to the Seller, Auction House, freight provider or other third party.
6.2 Cancellation by ST Titan
ST Titan may cancel or suspend any transaction, Purchase Confirmation or Service without liability where:
(a) the Customer fails to make payment by the due date;
(b) the Customer provides false, inaccurate or misleading information;
(c) the Customer breaches these Terms;
(d) the Seller or Auction House withdraws the Product;
(e) ownership of the Product cannot be transferred;
(f) the Product becomes unavailable;
(g) applicable law or regulatory requirements prevent completion of the transaction; or
(h) ST Titan reasonably believes that continuing the transaction would expose it to legal, financial or reputational risk.
6.3 Customer Default
The Customer shall be deemed to be in default if the Customer:
(a) fails to pay any amount when due;
(b) fails to provide required documentation;
(c) refuses or fails to complete a confirmed purchase;
(d) repeatedly submits instructions that are subsequently withdrawn without reasonable justification;
(e) becomes insolvent, enters liquidation, judicial management, bankruptcy or any analogous proceeding; or
(f) otherwise commits a material breach of these Terms.
6.4 ST Titan’s Remedies
Without prejudice to any other rights or remedies available under applicable law, ST Titan may, upon the occurrence of a Customer default:
(a) suspend or terminate any Services;
(b) cancel any pending Purchase Confirmation;
(c) refuse to submit further auction bids or purchase requests;
(d) retain or apply any Deposit towards amounts owing;
(e) recover all outstanding amounts due;
(f) recover all reasonable losses, damages and expenses incurred as a result of the Customer’s default;
(g) recover storage, transportation, handling or administrative charges arising from the default; and
(h) decline future business with the Customer.
6.5 Failure to Complete an Auction Purchase
Where ST Titan successfully purchases a Product on behalf of the Customer following the Customer’s instructions, the Customer shall complete the purchase in accordance with these Terms.
If the Customer refuses or fails to do so, the Customer shall indemnify ST Titan against all losses, liabilities, claims, penalties, auction charges and other costs arising from such failure.
6.6 Refunds
Where ST Titan is required to make a refund under these Terms:
(a) refunds shall be made only after ST Titan has received the corresponding funds from the Seller or Auction House (where applicable);
(b) ST Titan may deduct any agreed fees, non-recoverable third-party costs or amounts otherwise payable by the Customer under these Terms; and
(c) refunds shall be made using a payment method determined by ST Titan unless otherwise agreed.
6.7 No Waiver
Any delay or failure by ST Titan in exercising a right or remedy under these Terms shall not constitute a waiver of that right or remedy.
A waiver shall only be effective if made in writing and signed by an authorised representative of ST Titan.
6.8 Customer Acknowledgement
The Customer acknowledges that ST Titan may enter into legally binding commitments with Sellers, Auction Houses and service providers immediately upon acting on the Customer’s instructions.
Accordingly, the Customer agrees that any cancellation, withdrawal or failure to complete a transaction may expose ST Titan to financial loss, and the Customer shall be responsible for such losses to the extent provided under these Terms.
SECTION 10 – REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
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7.1 Customer Representations
The Customer represents and warrants that:
(a) it has full legal capacity and authority to enter into this Agreement;
(b) where the Customer is a company or other legal entity, the individual giving instructions to ST Titan is duly authorised to bind the Customer;
(c) all information and documents provided to ST Titan are true, accurate, complete and not misleading;
(d) it has sufficient financial resources to complete the transaction;
(e) it will comply with all applicable laws, regulations and governmental requirements relating to the purchase, import, ownership and use of the Product; and
(f) entering into this Agreement does not breach any agreement or legal obligation binding upon the Customer.
7.2 ST Titan’s Representations.
ST Titan represents that:
(a) it is duly incorporated and validly existing under the laws of Singapore;
(b) it has authority to provide the Services described in these Terms; and
(c) it will exercise reasonable care and skill in performing the Services.
Except as expressly stated in these Terms, no other representation or warranty is given.
7.3 No Warranty for Products
Unless expressly agreed in writing, ST Titan does not warrant:
(a) the condition of any Product;
(b) mechanical performance;
(c) operational reliability;
(d) remaining useful life;
(e) emissions compliance;
(f) suitability for any specific project or purpose;
(g) resale value;
(h) compatibility with local regulations; or
(i) the availability of spare parts or manufacturer support.
7.4 Third-Party Information
Information relating to Products, including photographs, videos, specifications, operating hours, inspection reports and condition reports, may be obtained from Sellers, Auction Houses or other third parties.
ST Titan does not warrant the accuracy or completeness of such information and shall not be responsible for any errors, omissions or inaccuracies originating from third parties.
7.5 Website Information
Information published on the Website is provided for general informational purposes only.
ST Titan may update, amend or remove Product listings, specifications, pricing or other Website content at any time without prior notice.
Publication of a Product on the Website does not constitute an offer capable of acceptance.
7.6 Availability of Products
All Products are offered subject to prior sale, withdrawal by the Seller or Auction House, availability and successful completion of the underlying transaction.
ST Titan does not guarantee the availability of any Product until a Purchase Confirmation has been issued.
7.7 No Professional Advice
Any recommendation, opinion or information provided by ST Titan regarding a Product is provided solely for general commercial guidance and shall not constitute engineering, mechanical, legal, tax, financial or investment advice.
The Customer remains responsible for obtaining independent professional advice where appropriate.
7.8 Exclusion of Implied Warranties
To the fullest extent permitted by applicable law, all warranties, conditions and terms implied by statute, common law or otherwise are excluded unless expressly stated in these Terms.
Where any warranty cannot lawfully be excluded, it shall be limited to the minimum extent permitted by law.
7.9 Customer Acknowledgement
The Customer acknowledges that:
(a) purchasing used machinery involves inherent commercial risk;
(b) ST Titan acts primarily as a sourcing and procurement service provider;
(c) ST Titan does not manufacture the Products;
(d) ST Titan does not independently inspect every Product; and
(e) the Customer has relied upon its own judgement in deciding whether to instruct ST Titan to purchase or bid for a Product.
SECTION 11 – LIMITATION OF LIABILITY
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8.1 Application
This Section applies to the fullest extent permitted by applicable law.
Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited.
8.2 Exclusion of Certain Losses
To the maximum extent permitted by law, ST Titan shall not be liable to the Customer for any indirect, incidental, consequential, exemplary, punitive or special loss or damage, including any:
(a) loss of profit;
(b) loss of revenue;
(c) loss of business opportunities;
(d) loss of contracts;
(e) loss of goodwill;
(f) loss of anticipated savings;
(g) loss of production;
(h) loss of use of equipment;
(i) business interruption; or
(j) loss or corruption of data,
8.3 Third-Party Services
ST Titan may arrange transportation, shipping, inspections, warehousing, customs clearance or other services through independent third-party service providers.
To the fullest extent permitted by law, ST Titan shall not be responsible for any act, omission, delay, negligence or default of any Seller, Auction House, carrier, freight forwarder, warehouse operator, customs broker or other third party.
8.4 Product Information
ST Titan shall not be liable for inaccuracies, omissions or errors in Product descriptions, photographs, videos, specifications, operating hours, condition reports or other information supplied by Sellers, Auction Houses or other third parties, unless ST Titan knowingly provides false information.
8.5 Product Performance
ST Titan shall not be liable for any defect, breakdown, mechanical failure, hidden defect, reduced performance or other issue relating to a Product after the transfer of risk under these Terms, except to the extent directly caused by ST Titan’s fraud or wilful misconduct.
8.6 Maximum Liability
To the fullest extent permitted by law, ST Titan’s total aggregate liability arising out of or in connection with any single transaction shall not exceed the total Commission actually received by ST Titan for that transaction.
This limitation shall not apply to liability that cannot lawfully be excluded or limited.
8.7 Customer Responsibility
The Customer acknowledges that purchasing used machinery, vehicles and equipment through auctions or third-party Sellers involves commercial risk.
The Customer accepts responsibility for conducting its own commercial assessment before instructing ST Titan to proceed with any purchase.
SECTION 12 – INDEMNITY
9
9.1 Customer Indemnity
The Customer shall indemnify, defend and hold harmless ST Titan, its directors, officers, employees, agents and representatives from and against all losses, liabilities, claims, damages, penalties, costs and expenses (including reasonable legal fees on a full indemnity basis where recoverable) arising directly or indirectly from:
(a) any breach of these Terms by the Customer;
(b) any breach of applicable law by the Customer;
(c) any inaccurate, incomplete or misleading information supplied by the Customer;
(d) the Customer’s instructions given to ST Titan;
(e) the Customer’s failure to complete a confirmed purchase;
(f) the Customer’s failure to make payment when due;
(g) the Customer’s importation, ownership, operation, resale or use of any Product; or
(h) any claim brought by a third party arising from the Customer’s acts or omissions.
9.2 Third-Party Claims
Where a third party brings any claim arising from the Customer’s conduct or instructions, the Customer shall promptly reimburse ST Titan for all reasonable losses, damages, liabilities and expenses incurred in responding to or defending that claim.
9.3 Continuing Obligation
The indemnities contained in this Section shall survive completion, cancellation or termination of the Agreement and shall remain enforceable until all relevant claims have been finally resolved.
9.4 Mitigation
ST Titan shall take reasonable steps to mitigate any losses for which it seeks recovery under this Section where required by applicable law.
9.5 No Limitation
The Customer’s indemnity obligations under this Section are separate from, and in addition to, any other rights or remedies available to ST Titan under these Terms or applicable law.
SECTION 13 – FORCE MAJEURE
10
10.1 Definition
For the purposes of these Terms, a Force Majeure Event means any event or circumstance beyond the reasonable control of ST Titan that prevents, delays or materially affects the performance of its obligations, including but not limited to:
(a) acts of God;
(b) earthquakes, floods, storms, fires or other natural disasters;
(c) war, invasion, armed conflict, terrorism or civil unrest;
(d) strikes, lockouts or other industrial disputes;
(e) epidemics, pandemics or public health emergencies;
(f) government actions, sanctions, embargoes, export or import restrictions, changes in law or regulatory requirements;
(g) port closures, shipping delays, shortage of containers or transport disruptions;
(h) interruption or failure of utilities, telecommunications, internet services or information technology systems;
(i) cyberattacks, ransomware or other malicious digital incidents;
(j) failure or delay by a Seller, Auction House, carrier, freight forwarder or other third-party service provider due to any of the above events; or
(k) any other event beyond ST Titan’s reasonable control.
10.2 Suspension of Obligations
Where a Force Majeure Event occurs, ST Titan’s obligations affected by the Force Majeure Event shall be suspended for the duration of that event.
ST Titan shall not be liable for any delay or failure to perform its obligations to the extent caused by the Force Majeure Event.
10.3 Notification
ST Titan shall use reasonable efforts to notify the Customer of any Force Majeure Event that materially affects the performance of the Services.
Failure to provide immediate notice shall not affect ST Titan’s rights under this Section where notice is not reasonably practicable.
10.4 Mitigation
ST Titan shall use reasonable commercial efforts to minimise the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.
10.5 Right to Terminate
If a Force Majeure Event continues for more than thirty (30) consecutive days, ST Titan may suspend, amend or terminate the affected transaction by written notice without liability, except for refund obligations expressly provided under these Terms.
SECTION 14 – INTELLECTUAL PROPERTY
11
11.1 Ownership
All intellectual property rights in the Website, software, databases, designs, logos, trade marks, service marks, photographs, graphics, written content and other materials created or owned by ST Titan shall remain the exclusive property of ST Titan or its licensors.
Nothing in these Terms transfers any intellectual property rights to the Customer.
11.2 Subject to these Terms, ST Titan grants the Customer a limited, non-exclusive, non-transferable and revocable licence to access and use the Website and materials solely for the purpose of purchasing Products or using the Services.
11.3 Restrictions
The Customer shall not, without ST Titan’s prior written consent:
(a) reproduce, copy or distribute any Website content;
(b) modify, adapt or create derivative works from any Website materials;
(c) reverse engineer or attempt to access the source code of any software used by ST Titan;
(d) remove or alter any copyright, trade mark or proprietary notices;
(e) use ST Titan’s name, logo or trade marks in any advertising or promotional materials; or
(f) use any automated means, including bots, crawlers or scraping tools, to extract data from the Website.
11.4 Customer Materials
Where the Customer provides ST Titan with logos, specifications, shipping instructions or other materials, the Customer warrants that it has the necessary rights to provide such materials.
The Customer grants ST Titan a non-exclusive licence to use those materials solely for the purpose of providing the Services.
11.5 Feedback
Any suggestions, recommendations or feedback provided by the Customer regarding the Website or Services may be used by ST Titan without restriction or obligation to compensate the Customer.
SECTION 15 – CONFIDENTIALITY
12
12.1 Confidential Information
For the purposes of these Terms, Confidential Information includes any non-public information relating to ST Titan, the Customer, Sellers, Auction Houses or any transaction, including pricing, quotations, business strategies, customer information, supplier information, technical information and commercial arrangements.
12.2 Confidentiality Obligations
Each party shall:
(a) keep Confidential Information strictly confidential;
(b) use Confidential Information only for the purposes of the Agreement;
(c) not disclose Confidential Information to any third party except as permitted under these Terms or required by law; and
(d) take reasonable measures to protect Confidential Information against unauthorised access or disclosure.
12.3 Permitted Disclosure
A party may disclose Confidential Information:
(a) to its employees, directors, professional advisers, auditors, insurers or financial institutions on a need-to-know basis;
(b) where required by applicable law, regulation or court order; or
(c) with the prior written consent of the other party.
12.4 Exclusions
Confidential Information does not include information that:
(a) is or becomes publicly available other than through a breach of these Terms;
(b) was lawfully known to the receiving party before disclosure;
(c) is lawfully obtained from an independent third party without confidentiality obligations; or
(d) is independently developed without reference to the Confidential Information.
12.5 Return or Destruction
Upon reasonable request, each party shall return or securely destroy Confidential Information belonging to the other party, except where retention is required by law or for legitimate record-keeping purposes.
12.6 Survival
The confidentiality obligations under this Section shall survive the completion, cancellation or termination of the Agreement for a period of five (5) years, or for so long as the Confidential Information remains confidential under applicable law, whichever is longer.
SECTION 16 – DATA PROTECTION AND PRIVACY
13
13.1 Collection of Personal Data
ST Titan may collect, use, store and process personal data provided by the Customer in connection with:
(a) enquiries;
(b) requests for quotations;
(c) purchase requests;
(d) bidding instructions;
(e) payment processing;
(f) shipping and logistics;
(g) customer support; and
(h) compliance with legal and regulatory obligations
13.2 Types of Information
The information collected may include:
(a) name;
(b) company name;
(c) business registration details;
(d) postal address;
(e) email address;
(f) telephone or WhatsApp number;
(g) billing and shipping information;
(h) identification documents where required;
(i) payment information; and
(j) any other information voluntarily provided by the Customer.
13.3 Purpose of Collection
ST Titan may use personal data for purposes including:
(a) providing the Services;
(b) communicating with Customers;
(c) submitting bids;
(d) purchasing Products;
(e) arranging shipping and logistics;
(f) issuing quotations and invoices;
(g) complying with legal or regulatory requirements;
(h) fraud prevention;
(i) anti-money laundering and sanctions screening; and
(j) improving ST Titan’s Website and Services.
13.4 Disclosure
ST Titan may disclose personal data where reasonably necessary to:
(a) Sellers;
(b) Auction Houses;
(c) freight forwarders;
(d) shipping companies;
(e) customs brokers;
(f) financial institutions;
(g) insurers;
(h) professional advisers;
(i) government authorities; or
(j) other service providers engaged in connection with the transaction.
13.5 International Transfers
The Customer acknowledges that personal data may be transferred to jurisdictions outside Singapore where reasonably necessary to complete an international transaction.
ST Titan shall take reasonable steps to ensure that such transfers are made in accordance with applicable data protection laws.
13.6 Security
ST Titan shall implement reasonable administrative, technical and organisational measures to protect personal data against unauthorised access, disclosure, alteration or destruction.
However, no electronic transmission or storage system can be guaranteed to be completely secure.
13.7 Retention
ST Titan may retain personal data for as long as reasonably necessary to:
(a) provide the Services;
(b) comply with legal obligations;
(c) resolve disputes;
(d) enforce these Terms; or
(e) maintain business records.
13.8 Privacy Policy
Further information regarding the handling of personal data is available in ST Titan’s Privacy Policy, which forms part of these Terms where applicable.
SECTION 17 – COMPLIANCE WITH LAWS
14
14.1 General Compliance
Each party shall comply with all Applicable Laws relating to the transaction.
14.2 Customer Responsibilities
The Customer shall be solely responsible for ensuring compliance with all Applicable Laws relating to:
(a) importation;
(b) customs clearance;
(c) licensing;
(d) registration;
(e) taxation;
(f) environmental requirements;
(g) occupational safety requirements; and
(h) operation or resale of the Product.
14.3 Export Controls
The Customer shall obtain all export permits, import licences, governmental approvals and other authorisations required by Applicable Law unless expressly agreed otherwise in writing.
14.4 Restricted Countries
The Customer shall not request ST Titan to purchase, export or deliver any Product where doing so would breach any Applicable Law, sanctions, embargo or export control restriction.
14.5 Regulatory Requests
The Customer shall promptly provide any documents or information reasonably requested by ST Titan to enable ST Titan to comply with Applicable Law.
Failure to do so may result in suspension or cancellation of the transaction.
14.6 Refusal of Transactions
ST Titan may refuse, suspend or terminate any transaction if it reasonably believes that completing the transaction would breach Applicable Law or expose ST Titan to legal or regulatory risk.
SECTION 18 – ANTI-BRIBERY, ANTI-MONEY LAUNDERING AND SANCTIONS
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15.1 Compliance
The Customer represents and warrants that neither the Customer nor any person acting on its behalf shall engage in bribery, corruption, money laundering, terrorist financing or any unlawful activity in connection with the Services.
15.2 No Improper Payments
The Customer shall not offer, promise, authorise or provide any improper payment, gift, commission or other benefit to influence any person in connection with a transaction involving ST Titan.
15.3 Know Your Customer (KYC)
ST Titan may request information and documentation to verify the identity of the Customer, its beneficial owners, authorised representatives or source of funds.
The Customer shall promptly provide all information reasonably requested.
15.4 Source of Funds
The Customer warrants that all funds used for any transaction are derived from lawful sources and are not connected with any criminal or unlawful activity.
15.5 Sanctions
The Customer represents and warrants that it is not:
(a) subject to applicable economic or trade sanctions;
(b) owned or controlled by a sanctioned person or entity; or
(c) acting on behalf of a sanctioned person or entity.
15.6 Right to Suspend or Refuse
ST Titan may refuse, suspend or terminate any transaction without liability if it reasonably believes that:
(a) the transaction may breach anti-money laundering laws;
(b) sanctions may apply;
(c) fraudulent activity may be involved;
(d) bribery or corruption may have occurred; or
(e) continuing the transaction would expose ST Titan to legal, financial or reputational risk.
15.7 Where required by Applicable Law, ST Titan may disclose information to the relevant governmental or regulatory authorities without prior notice to the Customer.
15.8 Survival
The obligations contained in this Section shall survive the completion, cancellation or termination of the Agreement.
SECTION 19 – ELECTRONIC COMMUNICATIONS
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16.1 Electronic Communications
The Customer agrees that ST Titan may communicate with the Customer by email, WhatsApp, telephone, SMS or other electronic means using the contact details provided by the Customer.
The Customer is responsible for ensuring that its contact details remain accurate and up to date.
16.2 Instructions
ST Titan may rely on any instruction, confirmation or authorisation received from the Customer through the Customer’s registered email address, WhatsApp number or other communication method previously accepted by ST Titan.
Unless ST Titan has actual knowledge to the contrary, it may treat such instructions as genuine and binding upon the Customer.
16.3 Purchase Confirmations
Purchase Confirmations, Quotations, Invoices and other transaction documents may be issued electronically.
Electronic copies shall have the same force and effect as original paper documents unless otherwise required by Applicable Law.
16.4 Electronic Signatures
Where permitted by Applicable Law, electronic signatures, scanned signatures and electronically accepted documents shall be legally binding and enforceable.
SECTION 20 – GOVERNING LAW AND DISPUTE RESOLUTION
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17.1 Governing Law
These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Republic of Singapore.
17.2 Good Faith Negotiation
If any dispute arises, the parties shall first attempt in good faith to resolve the dispute through amicable negotiations.
17.3 Mediation
If the dispute cannot be resolved through negotiation within thirty (30) days, either party may refer the dispute to mediation administered by the Singapore International Mediation Centre (SIMC) or such other mediation body as the parties may agree.
Participation in mediation shall not prevent either party from commencing legal proceedings where necessary to preserve its rights.
17.4 Jurisdiction
Subject to Clause 20.3, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Singapore.
17.5 Injunctive Relief
Nothing in these Terms shall prevent ST Titan from applying to any court of competent jurisdiction for urgent injunctive or interim relief where necessary to protect its rights or property.
SECTION 21 – GENERAL PROVISIONS
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18.1 Entire Agreement
These Terms, together with any Quotation, Purchase Confirmation, Invoice and any document expressly incorporated by reference, constitute the entire agreement between ST Titan and the Customer and supersede all prior discussions, negotiations, representations and agreements relating to the subject matter.
18.2 Amendments
ST Titan may amend these Terms from time to time.
Any revised Terms shall take effect upon publication on the Website or upon such later effective date as may be specified.
Continued use of the Services after the effective date constitutes acceptance of the revised Terms.
18.3 Severability
If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.
18.4 No Waiver
Failure or delay by ST Titan in exercising any right or remedy shall not constitute a waiver of that right or remedy.
Any waiver shall only be effective if made in writing and signed by an authorised representative of ST Titan.
18.5 Assignment
The Customer shall not assign, transfer or novate any of its rights or obligations under these Terms without ST Titan’s prior written consent.
ST Titan may assign or transfer its rights and obligations to any affiliate, successor or purchaser of its business upon written notice to the Customer.
18.6 Relationship of the Parties
Nothing in these Terms creates any partnership, joint venture, employment, agency or fiduciary relationship between ST Titan and the Customer.
ST Titan acts as an independent contractor in providing the Services.
18.7 Third-Party Rights
A person who is not a party to these Terms shall have no right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 2001 of Singapore, except where expressly stated otherwise.
18.8 Survival
Any provision which by its nature is intended to survive termination or completion of the Agreement, including provisions relating to payment obligations, confidentiality, intellectual property, limitation of liability, indemnities, compliance, dispute resolution and governing law, shall survive termination.
18.9 Language
These Terms are prepared in the English language.
If they are translated into another language, the English version shall prevail to the extent of any inconsistency.
18.10 Notices
Any notice required under these Terms shall be given in writing by email or such other communication method accepted by ST Titan.
A notice shall be deemed received:
(a) if sent by email, when it is capable of being retrieved by the recipient’s email server, unless an error message indicating failed delivery is received;
(b) if sent by courier, on the date of delivery confirmed by the courier; or
(c) if personally delivered, at the time of delivery.
18.11 Website Availability
ST Titan does not guarantee that the Website will be available at all times or free from interruptions, errors or viruses.
ST Titan may suspend, maintain, modify or discontinue any part of the Website at any time without prior notice.
18.12 Acceptance of Terms
By requesting a quotation, instructing ST Titan to source or bid for a Product, accepting a Purchase Confirmation, making any payment, using the Website, communicating with ST Titan by email, WhatsApp or any other approved communication method, or otherwise engaging ST Titan’s Services, the Customer acknowledges that it has read, understood and agrees to be bound by these Terms, as amended from time to time.
Where a person acts on behalf of a company, partnership or other entity, that person warrants that he or she has full authority to bind that entity to these Terms.
18.13 Contact Information
Questions relating to these Terms or the Services may be directed to ST Titan using the contact details published on its Website or otherwise provided by ST Titan.
Last Updated: 13 July 2026
ST Titan Machinery Pte. Ltd.