Cold Max Terms of Trade
Welcome to Cold Max and thank you for choosing us!
The provision of our products and services to you are governed by the terms and conditions herein. These Terms of Trade (with their annexures and enclosures if any), together with the Quotation; Terms and Conditions of Use of the Website; and our Personal Data Policy, form the Agreement between us.
Please read these and the terms and disclaimers contained herein carefully.
BY USING ANY OF OUR PRODUCTS AND SERVICES, YOU ARE AGREEING TO THE TERMS CONTAINED IN THE AGREEMENT.
- DEFINITIONS AND INTERPRETATION
In these Terms of Trade, unless expressly provided for in the contrary:
“Company, “we”, or “our” refers to Cold Max Aircon Services Pte Ltd, and/or any other company within our group
“Customer” or “you” refers to you, the Customer stated in our Tax Invoices;
“Facility” refers to any facility or office space managed by or on behalf of the Company;
“Fees” refers to the sums payable in respect of products and services at such rates as may be applicable;
“Full Completion Date” means the date set by us as the date of completion of our services;
“Parties” means us and you, including our successors in title and permitted assigns; and
“Quotation” refers to the quotation sent to you by us and duly signed by you.
- OUR SERVICES
The Agreement for sale or for the provision of services between the Parties from time to time shall be governed by these Terms of Trade. No other terms or conditions except those which may be implied by law or statute shall be of any effect unless the same are expressly agreed in writing by the Parties.
- QUOTES & CHARGES
3.1 The Quotation is valid at the time of issue for fourteen (14) days, or until we withdraw the offer before your acceptance. Prices and/or terms may change if your order is placed at a later date. You may be asked to provide payments upfront.
3.2 Upon completion of work, a job sheet will be filled out by the engineer who has attended the site which will be then furnished to you or the person in charge on site or an authorized person with an obligation to sign and date the job sheet, thereby signifying your agreement that you are satisfied with the undertaken works and time on site as true. Please check the goods and services carefully. Upon your signing and dating the job sheet, signifying that the goods and services are satisfactory, your rights to raise any issues in relation to the same are waived in their entirety. For the avoidance of doubt, where we are engaged to provide installation services, we do not provide any warranty relating to any aspects of the quality and/or fitness of use of the products installed. These are subject to warranties issued directly to you from the relevant manufacturer or seller of the products.
3.3 The acceptance of a Quotation by you constitutes an acceptance by you to purchase the goods and/or services specified in it on these Terms of Trade and you are deemed to be liable to pay for all such goods and/or services; and to perform your obligations hereunder in a full and timely manner.
3.4 ADDITIONAL COSTS MAY BE INCURRED IF: –
(a) Variations or additions not stated before commencing of works which we find to be necessary and which could not have been identified when the original Quotation or survey was given;
(b) Our engineers have to remove any material which could not have been reasonably foreseen when the original Quotation was given and we became aware of the same only when installation/service commences; and/or
(c) For any reason we cannot gain access to the site, resulting in delays; or
(d) You effect a cancellation less than twenty-four (24) hours before the original scheduled time.
3.5 If an Installation takes place and is semi or fully installed but you change your mind about specifications and/or systems, please note that we have a no returns policy on all products and you will be re-charged for a re-quotation of different specification or systems. The original quoted cost for labour may vary according to the new specifications. You will be liable to pay in full the original agreed amount of a fully installed, tested and commissioned system despite a change of mind. You will also be liable to pay an amount invoiced by us if a system is semi installed. Invoice/s will be worked out accordingly. Additional charges will also apply to installations where works are delayed as a result of an error on your part.
- MAINTENANCE FOR CONTRACT HOLDERS AND ONE-OFF VISITS
4.1 We will not accept liability for delays outside our control, including fire; war; pandemics; or adverse weather/traffic conditions. If any of these situations should arise, we will advise you of an alternative service/fitting date.
4.2 All units under a maintenance contract with us are covered by the time prescribed and agreed upon including agreed contractual rates for breakdowns and parts and resources set at current rates. Abuse of units arising from events, including vandalism; fire; excessive damage by water; war’ extreme ambient temperatures; riot; and/or if you and/or your representatives have tampered with the units in any way, are not covered by the maintenance contract. In the event of service and repairs becoming necessary as a result of such events, the costs thereof shall be charged to you.
4.3 All maintenance contracts should be signed by both Parties. Any evidence of another contractor having performed works on any asset(s) covered under our maintenance contracts shall automatically make any warranty to you our maintenance contracts void. No compensation of remaining service shall be expected by us. Cancellations of maintenance contracts should be made to us in writing.
4.4 If systems are beyond normal state, “normal” meaning light dirty to medium dirty, and “beyond normal” meaning extremely filthy, that would cause our engineers to spend more time than standard, then you will be charged under hourly and half hourly increments at current rates.
- INVOICING, PAYMENTS AND LATE PAYMENTS
5.1 Upon your acceptance of a Quotation, a deposit payment shall be due from you. The balance is due immediately on completion of the works and your signing the dating the job sheets. A maximum of seven (7) days is allowed for full payment to be made, where allowed by our Management. Any payments submitted after the agreed date will be liable to pay a late payment interest at ten per cent (10%) per annum.
5.2 Should we be required to engage lawyers or debt collectors to claim any debts due from you, you shall indemnify us on a full indemnity basis for all such costs. All amounts due to us shall be paid in full without any retention, deduction or withholding. You shall not be entitled to assert any retention, credit, set off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part.
5.3 You shall be liable to pay to the us, on demand, all reasonable costs, charges or losses sustained or incurred by us (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from any fraud, negligence, failure to perform; or delay in the performance of any of your obligations under the Agreement.
6.1 Property in all systems we are engaged to install does not pass to you until paid for in full.
6.2 Any obstructions, for example televisions; furniture; and computers, etc, should be moved prior to installation. If in the event this has not been possible, our engineers will move any items obstructing access, but whilst taking reasonable care, neither they nor the Company will accept any liability for damage. We agree to remove major debris and particles caused by drilling and other construction work after an installation of products but will not offer a deep cleaning service after any installation such as sweeping and mopping of floors.
6.3 We will install systems and products to a reasonable commercial standard. We will always advise our customers on the recommended products for a project. However if you request a more budget option than quoted and are not entirely satisfied with the products installed after job completion, we will not be held responsible for your choice. These may include things such as an undersized unit for an area space that is unable to provide correct sufficiency, sound pressure reduction, physical appearance of a unit placed in an area requested by the customer. The specifications of all products are given to us by our suppliers.
6.4 Unless specifically stated the following items are all excluded in your installation;
(a) MCST or Town Council/Landlord consents or fees;
(b) Any making good or redecoration after installation has completed;
(c) Any lifting/access equipment not initially planned for;
(d) Any carpentry or building works of any kind;
(e) Diamond drilling;
(f) Provision of electrical supply & mains connection (unless we have specifically quoted for this);
(g) Electrical Certification;
(h) Penetrations to building exterior;
(i) Fitting of exterior louvres and attenuated panels;
(j) Any out of hours works;
(k) Craneage; and
(l) Any item not specified in previous communications and the Quotation.
- WARRANTY FOR INSTALLATIONS AND REPAIRS
7.1 For installation. We are typically not the manufacturer of the products installed and do not make any representation to you on the quality and/or fitness for purpose of the same. When you engage our installation services (as specified in the Quotation) you shall enjoy the benefit of the warranty issued by the manufacturer in respect of the products installed.
7.2 For repairs that are successful, we give a 6-month warranty period with conditions. The conditions are as set below:
(a) That the system/s we have rectified is/are not tampered with by you or any other company;
(b) No physical damage is caused by acts of God such as earthquakes; gale force winds; or other natural disasters;
(c) If we had previously rectified system/s, and it is found that other components not relating to our work have suffered wear and tear or have failed, then this will not be covered
- DELIVERY OF PRODUCTS
8.1 Unless otherwise agreed in writing by us, delivery of products shall take place at your address. You shall take delivery of the products on the date that we notify you that the products are ready for delivery.
8.2 Any dates specified by us for delivery of products are intended to be estimates and times for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
8.3 We shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the products (even if caused by our default or negligence), nor shall any delay entitle the you to terminate or rescind the Agreement.
8.4 If, for any reason, you fail to accept delivery of any of the products when they are ready for delivery, or we are unable to deliver the products on time because you have not provided appropriate instructions, documents, licenses or authorizations:
(a) Risk in the products shall pass to you (including for loss or damage caused by our default or negligence) at the time we have informed you that the products are ready for delivery;
(b) we may store the products until delivery, whereupon you shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
8.5 You shall be held responsible for any missing delivered equipment and or stored accessories or installation materials left on site during works.
- ENTIRE AGREEMENT
- CONTRACTS (RIGHTS OF THIRD PARTIES) ACT (CAP. 53B)
A person who is not a Party to these terms and conditions shall have no right under the Contracts (Rights of Third Parties) Act (Cap.53B) to enforce any of these terms and conditions.
- GOVERNING LAW
These terms and conditions shall be governed by the law of Singapore. Both the Company and the Customer irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Singapore.
- PERSONAL DATA
12.1 By signing this Agreement, you consent to the collection, use, storage, processing, both electronically and manually, and disclosure of your Personal Data, including without limitation, Personal Data already disclosed by you or on your behalf prior to the date hereto; any Personal Data which may subsequent hereto be furnished by you or on your behalf; as well as any other alteration to such data in the future, for the purposes of:
- Our normal business practices;
- Project management and administration generally, including both during and after the engagement;
- identity verification;
- conducting investigations;
- processing insurance claims;
- maintaining and monitoring usage of internal networks and Information Technology systems; and
- such other purposes as stated in our Personal Data Policy.
12.2 You expressly and without any reservation consent, for the period of this Agreement and after its termination, to the disclosure of Personal Data to any organisation related to us, or any third party service provider performing functions on our behalf.
12.3 You acknowledge and agree that our Facility, including non-public areas, may be monitored regularly by closed circuit surveillance cameras (“CCTV”) for monitoring and security purposes. You agree that your activities may be recorded by such CCTV.
12.4 You acknowledge that in certain instances we may need to transfer or disclose your Personal Data to third parties, including third party service providers rendering services on our behalf, even third parties located out of Singapore. Common examples of third party service providers are payroll processors, call centres, and firms providing supporting services – for example, mobile phones, fleet management, and others. Other third parties can include regulatory authorities, including tax authorities, and government agencies or, potentially, third parties with whom the Company may merge with or acquire in future.
12.5 You shall, from time to time, have the right to apply for access to your Personal Data which is in our possession. Such right shall not extend to Personal Data held by us for such purposes exempt from the right to access under the PDPA.
12.6 You acknowledge and agree that we may retain your Personal Data for as long as we need for our legitimate business purposes and as required by relevant laws.
12.7 You shall immediately inform us of any change in your Personal Data – including, without limitation, marital status, education, home address, home telephone number, mobile telephone number, emergency contact details, next of kin, professional qualifications, external business interests, external directorships and shareholdings – to such detail so as to allow us to remain in compliance with the PDPA. We shall endeavour to use reasonable efforts but shall not be obliged to procure Personal Data updates from you on a regular periodic basis. For the avoidance of doubt, we shall not be liable to you for any damage, claim and/or harm suffered as a result of your failure to update us of any change of any part of your Personal Data. Should you fail to inform us of your new home address, any correspondence sent by us to your last home address shall be deemed to have been duly received.
12.8 You hereby agree and confirm that we and/or any third parties acting on our behalf may contact you using all of your communication means in our possession, including, but not limited to, voice calls, Short Messaging Service, Multimedia Message Service, WhatsApp, Facebook Messenger, WeChat, Line, Kakaotalk, Instagram DM, Electronic Mail, Telegram, fax or other similar communications applications or methods.
12.9 For the purposes of this Agreement “personal data” shall mean data, whether true or not, about an individual who can be identified — (a) from that data; or (b) from that data and other information to which we have or are likely to have access; and/or any other personal data as defined under the Personal Data Protection Act 2012 (the “PDPA”), which also includes provisions regarding the Do-Not-Call Registry (“DNC”).
(a) you do not perform any of your obligations under this Agreement and do not correct the default within five (5) working days of written notice by us; or
(b) there is non-payment of any amount stated in the Schedule of Payments listed in the Agreement; or
(c) you become bankrupt or have become insolvent or make a general assignment for the benefit of your creditors, or if a receiver is appointed; or
(d) if the Project is stopped as a result of a court order,
then an Event of` Default has occurred. In such an Event of Default, we may cease work and treat the Agreement as suspended immediately on the occurrence of such default. The period of suspension shall be the remainder of the duration of the event of which notice was given by us pursuant to Clause 14.1, plus any time required by us in order to resume the services and the period of the Work Schedule shall be automatically extended by the period of such suspension.
13.2 In the event of suspension:
(a) We shall be relieved of our obligation to perform our services and the dates of such said remuneration shall be extended by a period equal to the duration of the suspension;
(b) You shall continue to comply with all your obligations not affected by such suspension and you shall not without the prior consent of us, agree to engage other persons to render the services to you which are contemplated under this Agreement; and
(c) We will remain entitled to all rights granted or assigned to us under this Agreement.
13.3 Suspension by us shall be in addition to and separate from and without prejudice to any of the other rights or remedies of ours under this Agreement or at law.
14.1 We shall be entitled, without prejudice to our other rights and remedies at law or under this Agreement, to terminate this Agreement forthwith by notice in writing if you commit a breach of this Agreement and where such breach may be remedied, fail to remedy the breach within the period reasonably stipulated by us in writing. Regardless of whether the engagement has been suspended, we shall be entitled by written notice to terminate this Agreement at any time when we are entitled to service notice of suspension pursuant to Clause 14.1.
14.2 In the event of any termination of this Agreement howsoever arising: you shall continue to comply with all of your obligations not affected by such termination. Termination of this Agreement shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision, which is expressly, or by implication intended to come into force or to continue in force on termination.
- FORCE MAJEURE
15.1 Where we delay in performance; and/or fail to perform one or more of our contractual duties under this Agreement, and to the extent that that we prove: (a) that our failure to perform was caused by an impediment beyond our reasonable control; (b) that we could not reasonably have been expected to have taken the occurrence of the impediment into account at the time of the conclusion of the Agreement; and (c) that we could not reasonably have avoided or overcome the effects of the impediment, we will not be liable for such delay or such failure to perform.
15.2 We shall be presumed to have established the conditions described in the preceding Paragraph in the case of the occurrence of one or more of the following impediments: war (whether declared or not), armed conflict or the serious threat of the same (including but not limited to hostile attack, blockade, military embargo), hostilities, invasion, act of a foreign enemy, extensive military mobilization; civil war, riot, rebellion, revolution, military or usurped power, insurrection, civil commotion or disorder, mob violence, act of civil disobedience; act of terrorism, sabotage or piracy; plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions; act of authority whether lawful or unlawful, compliance with any law or governmental order, rule, regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure of works, requisition, nationalization; act of God or natural disaster such as but not limited to violent storm, cyclone, typhoon, hurricane, tornado, blizzard, earthquake, volcanic activity, landslide, tidal wave, tsunami, flood, damage or destruction by lightning, drought; explosion, fire, destruction of machines, equipment, factories and of any kind of installation, prolonged break-down of transport, telecommunication or electric current; general labour disturbance such as but not limited to boycott, strike and lock-out, go-slow, occupation of factories and premises; shortage or inability to obtain critical material or supplies to the extent not subject to our reasonable control (each, a “Force Majeure Event”).
15.3 Where a Force Majeure Event is not resolved within two (2) weeks, we may, at our sole and entire discretion, do any of the following:
- Terminate this Agreement, whereupon,
- we shall remain entitled to all rights we are entitled to under this Agreement; and
- we shall not be required to further discharge any of our obligations under the Agreement; or
- enter into good faith discussions with you and where our mutual schedules permit, enter into a new agreement on similar terms, where the Parties shall continue to work together in the capacities contemplated herein, in accordance with new Schedules of Work.
16.1 We shall not be liable for any loss or damage to property, or any bodily injuries, illness or death of any customer, guests and/or any other persons at a worksite or upon premises upon which we have worked, howsoever caused which are aggravated or incurred arising out of or in any way connected with but not limited to any behaviour of the Customer and/or guests (including such behaviour as may be deemed inappropriate by us).
16.2 You agree that, except for death and personal injury arising from our negligence, whereby our maximum aggregate liability arising out of the same shall be limited to Singapore Dollars Two Hundred (SGD 200). we shall not be liable in contract; tort (including, without limitation, negligence); pre-contract or other representations (other than fraudulent misrepresentations); or otherwise out of or in connection with this Agreement; or usage of a product or service; for any economic losses (including without limitation, loss of revenues, profits, contracts, business or anticipated savings); any loss of goodwill or reputation; or any special or indirect consequential losses in any case whether or not such losses were incurred by that Party arising out of or in connection with the provisions of any matter under this agreement or use of services or products whether arising out in connection with you.
16.3 We shall not be responsible for the safekeeping, loss, theft or damage of any of your belongings and those of your guests brought into a worksite.
16.4 You acknowledge and agree that no partnership or agency relationship exists between you and us as a result of this Agreement or through your use of any product or service.
16.5 Any delay or failure by us to exercise our rights and/or remedies under this Agreement does not represent a waiver of any of our rights.
16.6 Personal notification may be made to you via electronic mail, postage mail or any other notification. You are deemed to have been notified:
- immediately, if via electronic mail or text message (including WhatsApp or WeChat communications) sent through our communicating devices; and
- by the 2nd and 5th business day immediately following the date of dispatch of local and overseas postal mail respectively.
16.7 In cases of any disputes, all decisions made by the Management will be final and no correspondence will be entertained.
- DISPUTE RESOLUTION
17.1 Any dispute or difference (“Dispute”) between the Parties arising out of or relating to or in connection with this Agreement, including any question regarding its existence, validity or termination shall be resolved either by reference to mediation, arbitration or by court proceedings, as elected by us.
17.2 Notwithstanding Clause 17.1, if any Dispute at any time arises between the Parties in respect of the interpretation of this Agreement or concerning anything herein contained or arising out of this Agreement or as to the rights, liabilities or duties of the said Parties hereunder, the Parties shall first use their reasonable endeavours to seek to agree a settlement in good faith.
17.3 If any Dispute cannot be resolved, and we elect to bring the Dispute to
- mediation, the Dispute shall be referred to the Singapore Mediation Centre in accordance with its prevailing prescribed form, rules and procedure;
- arbitration, the Dispute shall be referred to arbitration at the Singapore International Arbitration Centre (“SIAC”). The arbitration shall take place in Singapore at the SIAC, and the arbitration shall be conducted according to the SIAC Rules for the time being in force. The tribunal shall consist of one (1) arbitrator to be appointed in accordance with the SIAC Rules. The language of the arbitration shall be English. The Parties hereby agree that it is their intention that the arbitrator(s) must give full force and effect to all of the terms and provisions of this Agreement in resolving all such disputes. The arbitration award shall be final and binding upon the parties. The Parties shall fulfill its terms accordingly. The arbitration fee shall be borne by the losing Party. In the course of arbitration, both Parties shall continue to perform its obligations under this Agreement except for the parts under arbitration;
- litigation, the parties hereby submit themselves to the exclusive jurisdiction of the Courts of Singapore.