Quotation Number

Q190110

Asia Refrigeration Industry Joint Stock

Company (Arico)
25-27, Trung Tam Road, Tan Tao Industrial Zone,
Tan Tao A Ward, Binh Tan District, Ho Chi Minh
City, Vietnam

Attn: Mr Dao Ngyuen Duc

Sales Quotation
REFRIGERATION PLANT EQUIPMENT
(For [End-User/Project Name])

1 x FRICK Screw Compressor (RXF 101) (Swing) (Fixed Speed)

Sales Engineer : Shawn Chong

Sales Manager : Faith Goh
Date Submitted : 30 May 2019

Johnson Controls (S) Pte Ltd

31, International Business Park, #03-02 Telephone : +65 6389 8888
Singapore 486017 Tele fax : +65 6389 8999
 SUPPLY VOLTAGE

Operating Voltage : 3 x 380 Volts, AC, 50 Hz

Control Voltage : 1 x 220 Volts, AC, 50 Hz

101 1 x FRICK Screw Compressor (Swing/Standby)

Evap Intercool Cond Comp Evap Slide Driver

Evap
Dew T Dew T Bubble T Power Capacity Valve Speed
Capacity (kW)
(°C) (°C) (°C) (kW) (%) (%) (RPM)
1 -40.0 -10.0 35.0 170.4 43.4 100 100 2950
2 -10.0 40.0 530.4 168.6 100 100 2950

Technical Data
Compressor Model : RXF 101
Oil Cooler : Water Cooled
Refrigerant : R-717, Ammonia
Recommended Oil : Frick #9 (Initial & first charge Included)

Motor Data
Motor Size : 249hp / 186kW (service factor 1.15)
Motor Brand : Std Frick, ODP, Premium Efficiency
Drive Mode : Fixed Speed (Soft-Start ready)
Running Speed (at 100%) : 2950 RPM

- Screw compressor with automatic continuous variable capacity control

- Standard suction shutoff valve with check valve and suction strainer (shipped
loose)
- Standard discharge shutoff valve with check valve and cold start valve
- Oil separator with sump, oil heaters, relief valve assembly, and access cover for
replacement of internal coalescing element(s), designed and constructed in
accordance with ASME Section VIII, Div 1 for maximum design working pressure
of 20.68 bar
- Standard oil filter arrangement complete with isolation valves and one set of high
capacity, 5 micron Superfilter II elements
- One extra set of 5 micron Superfilter II elements (shipped loose)
- Quantum HD microprocessor in NEMA 4 enclosure set to English language,
°F/psi units. Includes one digital board, one analog board, and an internal air
circulation fan
- Permissive start input provides hardware and software to allow the unit starting
and stopping to be enabled or disabled via a remote contact
- Remote run/start input
- Shunt trip output
- Wiring harness consisting of AC and analog wiring
- 3-step Vi volume ratio control
- Motor RTDs mounted on each motor bearing
- 1.1kW Demand oil pump

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Asia Refrigeration Industry Joint Stock Company
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Johnson Controls (S) Pte Ltd - Quotation No. Q190110 30 May 2019
 PRICE SPECIFICATION
FRICK US
Item Description Price
(in USD)

101 1 x FRICK Screw Compressor (RXF 101) 83,900.00

with Std Frick 249hp / 186kW Fixed Speed Motor

Total Price, USD 83,900.00

Packing and Sea Freight, USD 6,100.00

Total Price
90,000.00
CIF Ho Chi Minh, Vietnam, USD

NOTE:
Port clearance, handling and associated charges, and inland freight in country of destination are
not included. Also excluded are: VAT, import, custom duties or any other local taxes in country
of destination.

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Johnson Controls (S) Pte Ltd - Quotation No. Q190110 30 May 2019
GENERAL SALES TERMS AND CONDITIONS

Delivery : It is to be understood CIF Ho Chi Minh, Vietnam via Sea Freight and
packed for container transport unless otherwise agreed in writing.

Delivery Time : With reservation for intermediate sales, delivery can take place approx. 10
- 12 working weeks (EX FACTORY) from the date of receipt of Purchase
Order and subject to settlement of all technical and commercial formalities.
Kindly allow approx. 1 week for Pre-shipment Inspection (if required) and
approx. 6 - 8 working weeks for preparing and shipping by sea freight to
destination port.

Payment : 100% by a confirmed and irrevocable Letter of Credit opened in favor

of:

Beneficiary
JOHNSON CONTROLS (S) PTE LTD
6 CHANGI BUSINESS PARK AVENUE 1, #06-21/22
UE BIZHUB EAST (NORTH TOWER)
SINGAPORE 486017

Citi Bank N.A.

8 MARINA VIEW
#16-01 ASIA SQUARE TOWER
SINGAPORE 018960
Swift Code: CITISGSG
Bank/Branch Code: 7214/001
USD ACCOUNT NUMBER: 0-026064-015

Letter of Credit is to be payable in Singapore against shipping documents.

It must allow partial shipments and transshipment and subject to
extension. All banking charges are for client's account.

Validity : Prices are valid till 29-June-2019 ONLY

Guarantee : The guarantee period is 12 months from start-up of the equipment, but not
more than 18 months from the date when we have reported the equipment
ready for delivery Ex. Works whichever is earlier. The guarantee covers
replacement free of charge (excluding carriage and installation) of any
parts found to contain any defects in workmanship material. Handling and
local duty costs are to be borne by the client. The guarantee does not
cover normal wear & tear, consequential damage or loss. The pressure
drop within the system will be influenced by the site conditions and
requirements of the valves and fittings and is at times beyond Johnson
Controls (S) Pte Ltd’s control. The refrigeration equipment is deemed
taken over by the client if it has been put into operation without official
approval from Johnson Controls (S) Pte Ltd.

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Asia Refrigeration Industry Joint Stock Company
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Johnson Controls (S) Pte Ltd - Quotation No. Q190110 30 May 2019
EXCLUSIONS

Our quotation contains the items in accordance to above technical specifications. The following
for instance are not included in our scope of supply:

- foundation, civil construction, structural works in general, e.g. access platform, ladders, etc.
- making and mending of holes for pipes, cables, etc.
- all supports, e.g. equipment structural supports, pipe supports, brackets, etc.
- installation and insulation works with labour including electricity, lighting and water supplies.
- supervision of installation of the refrigeration plant
- charge of compressor with refrigerant and oil
- electrical installation labour and materials, e.g. cables, wires, connectors, trays, etc.
- water/glycol piping work with materials.
- necessary assistance for machine inspection, including scaffolding, forklifts and cranes, etc.
- all other parts, utilities, temporary or permanent access not mentioned in our quotation.

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Johnson Controls (S) Pte Ltd - Quotation No. Q190110 30 May 2019
GENERAL

Delivery will be effected in accordance with Johnson Controls (S) Pte Ltd’s General Conditions
of Sales and Delivery, and a copy of which is attached. Delivery will be based on Johnson
Controls (S) Pte Ltd’s standard engineering design. Should the client has any specific design
standard that needs to be complied, it shall be considered as a variation order unless it has been
explicitly agreed in writing.

Where there are contradictions between the Johnson Controls (S) Pte Ltd’s General Conditions
of Sales and Delivery and the signed balance of contract documents, the specific contradictions
in the signed contract documents takes precedence. Whereas the balance of the non-
contradictory provisions set forth in the Johnson Controls (S) Pte Ltd’s General Conditions of
Sales and Delivery remain in force and shall not in any matter be affected or impaired.

Should client issues a cancellation of the contract, cancellation charges will be imposed based
on the project cost incurred at the time of cancellation, plus 10%. JOHNSON CONTROLS (S)
PTE LTD shall substantiate the project cost incurred with proper invoices and other documents
to show proof of such cost.

All mandatory applications, registrations and approvals for the use of pressure vessel or plant by
local authorities is excluded, seller cannot be held responsible for any delay in
commissioning/start-up of the operation, due to the delays of local approvals, if any.

We trust our offer meets your requirements. However, please feel free to contact us should you
require any further information. In the meantime, we remain at your service and look forward to
discuss our quotation at the earliest opportunity with you.

Thank you.

Yours faithfully,

JOHNSON CONTROLS (S) PTE LTD

Faith Goh
Sales Manager ( F & B )
Refrigeration Division

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Asia Refrigeration Industry Joint Stock Company
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Johnson Controls (S) Pte Ltd - Quotation No. Q190110 30 May 2019
GENERAL TERMS AND CONDITIONS OF SALE
1 DEFINITIONS
1.1“JCI” means Johnson Controls (S) Pte. Ltd.
1.2“Buyer” means the party who buys or agrees to buy the Goods from JCI
1.3“Conditions” means these General Terms and Conditions of Sale as set out in this document
and any additional terms and conditions communicated in writing by JCI.
1.4“Contract” means the offer/quotation from JCI, including these Conditions.
1.5“Delivery Date” means the date specified by JCI when the goods are to be delivered.
1.6“Goods” means the product(s) that the Buyer agrees to buy from JCI.
1.7“Price” means the price for the Goods excluding carriage, packing, insurance and GST.
1.8 “Start-Up” means testing and commissioning
2 CONDITIONS APPLICABLE
2.1 These Conditions shall apply to all contracts for the sale of Goods by JCI to the Buyer to the
exclusion of all other terms and conditions, including without limitation, any terms or
conditions which the Buyer may purport to apply under any purchase order, confirmation of
order or similar documents.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant
to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's
acceptance of these Conditions.
2.4 Any variation to these Conditions (including any additional terms and conditions agreed
between the parties) shall be inapplicable unless agreed to in writing by JCI.
3 PRICE, PAYMENT AND DEFAULT IN PAYMENT
Price
3.1 The Price quoted in the quotation is based on the costs ruling at the date of quotation
and shall only be valid for 30 days from date of quotation.
3.2 Unless otherwise stated, JCI reserves the right to amend the quotation for any changes in
these costs between the date of quotation and the date upon which the relevant cost is
incurred. This provision includes, wherever applicable, changes in the rate of exchange,
freight, insurance, duties, taxes, materials, labour and other factors resulting from any
change, including changes in any statutory policy.
3.3 Should the cost of goods be increased by any circumstances of any kind whatsoever beyond
the control of JCI, including without limitation, to increased production cost of
manufacturers or suppliers, variations in rates of exchange, devaluation of any relevant
currency or increase in relevant rates of freight or insurance, such increase shall be borne by
the Buyer.
3.4 In the event JCI is called upon to pay any additional freight or incur any other charges or
expenses in respect of the carriage of the goods covered by the Contract due to any cause
whatsoever, such additional freight, charges or expenses shall be payable by the Buyer to
JCI in addition to the Price quoted.
3.5 JCI may, by giving notice to the Buyer at any time up to seven (7) days before delivery,
increase the Price of the Goods to reflect any increase in the cost to JCI.
Payment
Payment in accordance with Terms in the Quotation
3.6 Payment will be strictly in accordance with JCI's quoted terms and conditions and within
the specified credit limits.
Retention monies
3.7 Retention monies, if required, shall be by Banker's Guarantee, in form and substance
acceptable to JCI, unless otherwise agreed upon.
Default in Payment
Failure to Open Letter of Credit
3.8 Where payment is by letter of credit, unless the Buyer shall open an irrevocable letter of
credit with the bank named by JCI, or procure the acceptance by the bank named by JCI of
a bill of exchange for the Price before the day fixed for delivery, JCI shall be at liberty on
its own account to deal with, sell or otherwise dispose of the Goods without prejudice to any
others rights JCI may have in law or in the Contract.
Interest on late payment
3.9 JCI reserves the right to charge late payment interest for any account that is outstanding for
more than 30 days, at the rate of 1.5% of the principal amount due and calculated from the
due date to the date of final payment.
Additional Remedies for Late or Non-Payment
3.10 If the Buyer fails to make any payment on the due date, then without prejudice to any of
JCI's other rights, JCI may:
3.10.1 suspend or cancel deliveries of any goods due to the Buyer; and/or
3.10.2 appropriate any payment made by the Buyer to such of the Goods (or Goods supplied
under any other contract with the Buyer) as JCI may in its sole discretion think fit.
3.11 JCI shall not be liable for any delays or defaults in deliveries arising from any objection to
payment/non-payment raised by JCI Accounts Department.
Payment of Progress Claims
3.12 Where payment is by progress claims, in the event of any default in payment, JCI reserves
the right to immediately stop all works at the site without prior notice. Payment for the
project, excluding retention monies, must be made prior to Start-Up.
4 THE GOODS
Sale by Description
4.1 The Goods shall be supplied in accordance with the description contained in JCI's
specification relating specifically to the Goods.
4.2 JCI may from time to time make changes in the specification of the Goods which are
required to comply with any applicable safety or statutory requirements or which do not
materially affect the quality or fitness for purpose of the Goods.
4.3 JCI reserves the right to change or supersede the Goods or part number or price of the
Goods ordered due to change in design, processing or material content. In such case, JCI
may request modification of your purchase order and may suspend the processing of your
order until such modification is received.
Intellectual Property
4.4 All drawings, memoranda, ideas and information furnished by JCI shall remain its property
and shall be considered its business and trade secrets, received in trust and confidence for
the sole purpose of erecting and operating the equipment specified in the Contract.
4.5 The specification(s) and design(s) of the Goods (including the copyright, design right or
other intellectual property in them) shall, as between the parties, be the property of JCI.
4.6 Where any designs or specifications have been supplied by the Buyer for manufacture by
or to the order of JCI, then the Buyer warrants that the use of those designs or specifications
for the manufacture, processing, assembly or supply of the Goods shall not infringe the
rights of any third party.
Rev. 3, 03122015 Amended 5.3, 5.4 and 11.3 and additional Clause 8.3
Supply of Goods bearing the Trade Mark of JCI
4.7 All goods sold in retail packaging may be resold by the Buyer only in the packaging
supplied by JCI and in no case may any trade mark other than those applied by JCI be
marked on or applied in relation to the Goods.
4.8 No right or license is granted under these Conditions to the Buyer under any patent, trade
mark, copyright, registered design or other intellectual property right except the right to
use or resell the Goods.
5 WARRANTIES, LIABILITY, MAINTENANCE AND INSURANCE
Warranties and Liability
5.1 All Goods sold by JCI is covered by warranty. The type and terms of the warranty vary
with the Goods and will be stated on the warranty cards supplied with such Goods. Upon
request, JCI will furnish full details of the warranty applicable to the Goods supplied
hereunder. For Goods manufactured by others, JCI will extend the express warranty it
receives from the manufacturer of those Goods.
5.2 JCI reserves the right to refuse to honour any warranty claims unless the claimant
demonstrates, by proof of purchase acceptable to JCI (such as a valid sales invoice from
JCI), that the Goods were purchased from JCI within the applicable time period as stated
in the warranty cards.
5.3 To the fullest extent permitted under the law, the express warranty covering the equipment
is in lieu of all other warranties and liabilities, express or implied in law or in fact, including
the warranties of merchantability and fitness for a particular purpose and sets forth the
Buyer's sole and exclusive remedy in the event of a defect in workmanship or materials.
General Exclusion of JCI's Liability for Indirect Loss
5.4 Save in cases where bodily injury or death occurs, JCI shall be under no liability whatever
to the Buyer for any indirect loss and/or expense and/or incidental, special or consequential
damages (including but not limited to loss of profit (whether direct or indirect), loss of
revenue, and/or cost of capital) and claims by third parties against by the Buyer, regardless
whether arising out of a breach by JCI of the Contract, tort or otherwise.
General Limitation of JCI's Liability
5.5 In the event of any breach, regardless whether arising out of the Contract, tort or otherwise
by JCI, and save in cases where bodily injury or death occurs, the remedies of the Buyer
shall be limited to damages which shall not under any circumstance exceed the Price of the
Goods.
Exclusion Clause
5.6 All terms, conditions and warranties (whether implied or made expressly) whether by JCI
or its servants or agents or otherwise (other than those express warranties set out in the
current edition of JCI's specification) relating to the quality and/or fitness for purpose of
the Goods or any of the Goods are excluded (except where the Buyer is dealing as a
consumer as defined in the Unfair Contract Terms Act Cap.396, Rev. Ed. 1994).
Water treatment specialists
5.7 As the treatment of water is a specialized business, JCI will not be held responsible, under
any circumstance, for water treatment to prevent or control algae, corrosion or sealing of
any Goods, including air-conditioning equipment, installed. JCI will however furnish the
Buyer with a list of Water Treatment Specialists on request.
Maintenance
5.8 JCI will, on completion of the installation, offer to the Buyer a Service Maintenance
Contract on terms as stated therein.
5.9 JCI shall not be liable for the corrosive or erosive action of liquids or gases upon the Goods
and no part shall be deemed defective by reason of its failure to resist physical or chemical
action of such elements upon such Goods.
5.10 Liability of JCI arising out of the design, manufacture, sale or erection of Goods or its use,
whether on warranties or otherwise, except as herein provided, shall not in any case exceed
the cost of correcting defects in the equipment or workmanship. In no event shall any
claims for any indirect loss and/or expense and/or incidental, special or consequential
damages be entertained by JCI.
Insurance
5.11 JCI will maintain Work Injury Compensation Insurance in accordance with the applicable
local laws and jurisdiction covering JCI's employees only and JCI will maintain public
liability insurance for bodily injury and property damage with a policy limit subject to the
maximum of US$1,000,000 per occurrence and in aggregate. Any additional insurance
required by the other party to any contract based on the Contract will be paid for by that
party and no claim shall be made upon JCI by the Buyer for any sum in excess of JCI's
insured maximum.
5.12 JCI will provide a Certificate of Insurance (COI) in lieu of policy and premium payment
receipts.
5.13 Each of the parties comprising the insured will for the purpose of this policy be considered
as a separate distinct unit and the words “the insured” will be considered as applying to
each party in the same manner as if the same policy has been issued to each of the said
parties and the insurers hereby agree to waive all rights of subrogation or action which they
may have or acquire against any of the above said parties arising out of any accident in
respect of which any claim is made under hereunder provided nevertheless that nothing in
this clause will be deemed to increase the limit of indemnity in respect of any one accident.
6 DELIVERY OF GOODS
Testing Of Goods Prior To Delivery
6.1 Where agreed, the Goods shall within fourteen (14) days prior to dispatch be tested by JCI
in the presence of a representative of the Buyer by working the Goods in the usual manner.
If the Goods shall fail to work in accordance with their specification, JCI shall remedy the
defects within seven (7) days after the test and the Goods shall then be tested again in the
manner set out above. Provided that the test shall fail to disclose any other defects, the
Goods shall be deemed to conform to the Contract and the Buyer shall be bound to accept
the Goods.
6.2 Unless otherwise stated in the Contract, the Buyer shall, at his own cost and expense,
prepare the premises and provide proper size openings in the walls, floors and ceilings for
all air-ducts and pipes, and install where required and in accordance with local codes and
regulations for the following: lighting, water, sewer and drain connections, cutting and
patching, foundations and structural supports, electric wiring. The Buyer shall obtain all
permits, certificates of inspection or approvals and shall be solely responsible for all fees
in relation thereto. JCI shall have free use of clean fresh water and electricity and shall also
have free access to hoists and scaffolding.
6.3 The erection of the Goods shall be carried out only during normal working hours unless
otherwise stated herein. Should the Buyer insist on urgency outside the period allowed for
in the Contract such overtime incurred shall be for the account of the Buyer.
Shipping
6.4 Shipping dates are approximate only. No shipping date requested or specified by Buyer
shall be binding on JCI unless specifically agreed to in writing by JCI.
6.5 JCI shall have the right to deliver any portion of the materials included under the Contract
when ready for delivery. Storage space in safe and dry areas near or adjacent to the job site
is to be provided free of charge by the Buyer.
Page 7 of 8
 FOB Contract
6.6 Where the Goods are sold on FOB basis, the responsibility of JCI shall cease as soon as
the Goods are placed on board the vessel and JCI shall be under no obligation to give the
Buyer notice specified in Section 32(3) of the Sale of Goods Act.
6.7 The Buyer shall reserve the necessary space on board a vessel and give JCI due notice of
the loading berth and any revised delivery dates to the vessel. The Buyer shall bear any
additional costs that may be incurred if the Goods cannot be loaded on the vessel on the
Delivery Date.
CIF Contract
6.8 The Goods shall be delivered to the Buyer at the named port on or before the Delivery
Date. JCI shall procure a contract of carriage and insure the Goods from dispatch until
delivery on terms current in the trade for the benefit of the Buyer.
6.9 The Buyer shall accept the documents tendered by JCI if they correspond to the Contract
and take delivery of the Goods at the named port and bear all other costs and charges
arising out of shipment of the Goods to the named port.
Import Licenses, etc.
6.10 The Buyer shall promptly obtain all necessary import licenses, clearances and other
consents necessary for the purchase of the Goods. JCI shall promptly upon request supply
all documents reasonably required by the Buyer for this purpose.
Packing
6.11 All Goods will be delivered packed in accordance with standard domestic packing methods
unless export-packing is specified, in which case, the equipment will be export packed in
accordance with JCI's standard packing methods. Any special packing methods must be
specifically notified in writing and may be subject to additional costs.
Inland Handling
6.12 To enable handling, Buyers' purchase order should include both shipping case marks and
specific shipping instructions.
Licenses
6.13 When Goods are for export shipment, JCI does not assume responsibility for obtaining
permits, licenses or other government requirements unless otherwise specifically agreed.
Delays
6.14 JCI shall not be liable for any loss or damage whatsoever due to failure by JCI to deliver
the Goods (or any of them) promptly or at all. Notwithstanding that JCI may have delayed
or failed to deliver the Goods (or any of them) promptly, the Buyer shall be bound to accept
delivery and to pay for the Goods in full provided that delivery shall be tendered at any
time within 1 month of the Delivery Date. Failure by the Buyer to accept such delivery
shall entitle JCI to levy the actual storage costs of the Goods until the date of acceptance
of delivery by the Buyer.
7 ACCEPTANCE OF GOODS AND DEFECTS
7.1 The Buyer shall be deemed to have accepted the Goods twenty-four (24) hours after
delivery to the Buyer.
7.2 After acceptance, the Buyer shall not be entitled to reject Goods which are not in
accordance with the Contract.
Return of Goods Which Conform to the Contract
7.3 No goods delivered to the Buyer which are in accordance with the Contract will be
accepted for return without the prior written approval of JCI and on such terms to be
determined at the absolute discretion of JCI.
7.4 If JCI agrees to accept any such Goods for return, the Buyer shall be liable to pay a
handling charge of ten percent (10%) of the invoice price. Such Goods must be returned
by the Buyer carriage-paid to JCI in their original shipping carton.
7.5 Goods returned without the prior written approval of JCI may at JCI's absolute discretion,
be returned to the Buyer or stored at the Buyer's cost without prejudice to any rights or
remedies JCI may have.
Claims for Defects, Damage, Loss or Non-Delivery
7.6 The Buyer shall inspect the Goods on delivery and shall within three (3) days of delivery
notify JCI of any alleged defect, shortage in quantity, damage or failure to comply with
description or sample. The Buyer shall afford JCI an opportunity to inspect the Goods
within a reasonable time following delivery and before any use is made of them. If the
Buyer shall fail to comply with these provisions, the Goods shall be conclusively presumed
to be in accordance with the Contract and free from any defect or damage which would be
apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have
accepted the Goods.
7.7 The Buyer shall notify JCI of any non-delivery of a whole consignment of complete
cartons within fourteen (14) days of the date of dispatch (as stated on the invoice).
Notwithstanding the receipt by JCI of any such notice a clear signature on a carrier's
delivery advice sheet shall be deemed to signify receipt of the quantity of cartons indicated
on the advice sheet.
7.8 If the Goods are not in accordance with the Contract for any reason, the Buyer's sole
remedy shall be limited to JCI making good any shortage by replacing such Goods, or, if
JCI shall elect, by refunding a proportionate part of the Price.
7.9 JCI's liability to the Buyer, whether for any breach of contract or otherwise, shall not in
any event exceed the Price and JCI shall be under no liability for any direct loss and/or
expense or indirect loss and/or expense suffered by the Buyer or liability to third parties
incurred by the Buyer.
7.10 All warranties and conditions whether implied by statute or otherwise are excluded from
the Contract provided that nothing in the Contract shall restrict or exclude liability for
death or personal injury caused by the negligence of JCI or affect the statutory rights of a
buyer dealing as consumer.
8 CANCELLATION
Buyer Cancels
8.1 In the event the Buyer cancels the Contract, the Buyer agrees to pay the following
cancellation charges:-
8.1.1 With respect to all Goods shipped and serviced performed prior to the effective
date of cancellation, (i) the Price for such portion thereof as is separately priced in
the Contract and (ii) the cost, plus reasonable profit for such portion thereof as is
not separately priced in the Contract;
8.1.2 With respect to raw materials, work in process and finished Goods not shipped,
the cost thereof (including material, labour and overhead) plus reasonable profit,
less salvage value plus;
8.1.3 All cancellation charges assessed against JCI by its vendors and subcontractors;
and
8.1.4 All other costs which JCI incurs as a result of such cancellation.
Seller Cancels
8.2 JCI may cancel the Contract at any time before the Goods are delivered by giving written
notice. On giving such notice JCI shall promptly repay to the Buyer any sums paid in
Rev. 3, 03122015 Amended 5.3, 5.4 and 11.3 and additional Clause 8.3
respect of the Price. JCI shall not be liable for any loss or damage whatever arising from
such cancellation.
8.3 In the event the Buyer suspends or delays the delivery of Goods for six (6) months or more
from the Delivery Date, JCI has the right, but not the obligation, to deem that the Contract
be cancelled pursuant to Clause 8.1. The Buyer agrees that if JCI elects to exercise such
right, without limiting JCI’ other rights and remedies under law and the Contract, the Seller
shall be entitled to the cancellation charges as set forth under Clause 8.1.
9 TITLE AND RISK
Passing of property and risk
9.1 The Goods shall be at the Buyer's risk as from delivery.
9.2 In spite of delivery having been made, property in the Goods shall not pass from JCI until:
9.2.1 the Buyer shall have paid the Price plus GST in full; and
9.2.2 no other sums whatever shall be due from the Buyer to JCI.
9.3 Until the Price and all other sums due to JCI under the Contract have been fully paid in
cash, the Buyer shall keep the Goods free of all taxes and encumbrances, shall not remove
the Goods from the premises without written permission of JCI, and shall not transfer any
interest in the Goods or in the Contract without written consent of JCI.
9.4 Title to the Goods remains in JCI until the Price and all other sums due to JCI under the
Contract have been fully paid in cash, all Goods whether affixed to the realty or not, shall
be deemed to remain moveable property and be deemed severable without injury to the
freehold.
9.5 The Buyer shall do whatever may be required to maintain JCI's title.
9.6 Until property in the Goods passes to the Buyer in accordance with clause 9.2, the Buyer
shall hold the Goods and each of them on a fiduciary basis as bailed for JCI. The Buyer
shall store the Goods (at no cost to JCI) separately from all other goods in its possession
and marked in such a way that they are clearly identified as JCI's property.
9.7 Notwithstanding that the Goods (or any of them) remain the property of JCI, the Buyer
may sell or use the Goods in the ordinary course of the Buyer's business at full market
value for the account of JCI. Any such sale or dealing shall be a sale or use of JCI's property
by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making
such sales or dealings. Until property in the Goods passes from JCI, the entire proceeds of
sale or otherwise of the Goods shall be held in trust for JCI and shall not be mixed with
other money or paid into any overdrawn bank account and shall be at all material times
identified as JCI's money.
9.8 JCI shall be entitled to recover the Price (plus GST) notwithstanding that property in any
of the Goods has not passed from JCI.
9.9 Until such time as property in the Goods passes from JCI, the Buyer shall upon request
deliver up such of the Goods as have not ceased to be in existence or resold to JCI. If the
Buyer fails to do so, JCI may enter upon any premises owned occupied or controlled by
the Buyer where the Goods are situated and repossess the Goods. On the making of such
request, the rights of the Buyer under clause 9.7 shall cease.
9.10 The Buyer shall not pledge or in any way charge by way of security for any indebtedness
any of the Goods which are the property of JCI. Without prejudice to the other rights of
JCI, if they Buyer does so all sums whatever owing by the Buyer to JCI shall forthwith
become due and payable.
9.11 The Buyer shall insure and keep insured the Goods to the full Price against 'all risks' to the
reasonable satisfaction of JCI until the date that property in the Goods passes from JCI,
and shall whenever requested by JCI produce a copy of the policy of insurance. Without
prejudice to the other rights of JCI, if the Buyer fails to do so all sums whatever owing by
the Buyer to JCI shall forthwith become due and payable.
Insolvency or Other Default of Buyer
9.12 If the Buyer fails to make payment for the Goods in accordance with the Contract or
commits any other breach of the Contract or if any distress or execution shall be levied
upon any of the Buyer's goods or if the Buyer offers to make any arrangement with its
creditors or commits an act of bankruptcy or if any petition to wind up the Buyer (other
than for the purpose of amalgamation or reconstruction without insolvency) shall be passed
or presented or if a receiver administrator administrative receiver or manager shall be
appointed over the whole or any part of the Buyer's business or assets or if the Buyer shall
suffer any analogous proceedings under foreign law all sums outstanding in respect of the
Goods shall become payable immediately. JCI may in its absolute discretion and without
prejudice to the other rights which it may have:
9.12.1 suspend all future deliveries of Goods to the Buyer and/or terminate the Contract
without liability upon its part; and/or
9.12.2 exercise any of its rights pursuant to clause 9.2.
10 REMEDIES OF BUYER
10.1 Where the Buyer accepts or has been deemed to have accepted any Goods then JCI shall
have no liability whatever to the Buyer in respect of those Goods.
10.2 JCI shall not be liable to the Buyer for late delivery or short delivery of the Goods.
Force Majeure Clause
10.3 JCI shall not be liable for any default due to any act of God, war, strike, lock-out, industrial
action, fire, flood, drought, tempest, or other event beyond the reasonable control of JCI.
11 PROPER LAW OF CONTRACT
Choice of Law
11.1 These Conditions shall be construed and interpreted in accordance with the English
language and the laws of the Republic of Singapore.
11.2 Where versions of the Contract are prepared in different languages, the version which is in
the English language shall prevail.
Arbitration
11.3 All disputes arising out of or in connection with these Conditions shall be referred to and
finally settled by arbitration in accordance with the Arbitration Rules (the “Rules”) of the
Singapore International Arbitration Center (SIAC). The arbitration shall be conducted in
the English language and under the prevailing Rules at the time the dispute is referred to
SIAC. The arbitration tribunal shall consist of three arbitrators as appointed in accordance
with the Rules. Any arbitration award shall be final and binding upon the Parties. JCI shall
not be prohibited from applying at any time to the appropriate court for interim or
injunctive relief.
Jurisdiction
11.4 The Arbitration shall take place in the Republic of Singapore and the language of the
arbitral proceedings shall be in the English language.
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