1.1 In these Conditions "the Seller" means The Perso Group Ptd Ltd, "the Buyer" means the person, firm or company with whom the Seller agrees to sell or supply the Goods via the website www.talkpeng.com (the “Website”), "the Goods" means the bags which are the subject of sale or supply between the Seller and the Buyer, and “this contract” means the contract/sale of Goods arrangement entered into between the Buyer and the Seller in relation to the Goods.
1.2 All sales of Goods on the Website are made subject to the Conditions set forth herein and the following:
(i) all orders are accepted on these Conditions which shall supersede any other terms appearing in the Seller’s catalogue or elsewhere (including all terms and conditions for sale of the same Products in the Seller’s physical stores), and shall override and exclude any other terms stipulated or referred to by the Buyer in any course of dealing established between the Seller and the Buyer; and
(ii) all orders made by the Buyer are binding and may not be cancelled save as provided under Clause 2A below, or save where the Seller in its sole discretion deems it necessary, or save where the prices of the Goods have been wrongly quoted;
1.3 When the Buyer uses this Website to purchase Goods, the Buyer signifies his/her agreement to these Conditions and represents to the Seller that he/she is of a legal age to make such purchases, and to enter into binding legal obligations with the Seller. The Buyer is financially responsible for all uses of this Website by himself/herself, and those using his/her login or account information, and warrants that all information supplied by him/her is true, accurate and complete.
1.4 The Buyer may use the Website only to make legal and legitimate purchases, and the Seller reserves the right to cancel or suspend the Buyer’s use of the Website, or any pending orders for Goods at any time without notice if the Seller suspects that the Buyer’s account is used by a person other than the Buyer, or there is a breach of any of these Conditions, or the Website is used in a manner that may cause loss or liability to the Buyer or Seller.
2. THE GOODS
2.1 The description and price of Goods shall be set out on the Website.
2.2 All samples, descriptions and illustrations in the Seller's catalogues, price lists and advertisements or otherwise communicated to the Buyer shall not form part of this contract, but shall be treated as being issued or published for the sole purpose of giving an approximate idea of the Goods described in them only. The Seller disclaims and the Buyer waives all warranties, express or implied in respect of the Goods, and the Sale of Goods Act (Cap 393) is expressly excluded.
2.3 The Buyer is responsible for ensuring that the terms of its order and any applicable specification (if applicable) are complete and accurate, and shall determine the suitability of the Goods for its intended use. If a Buyer has requested for certain modifications to the Goods and this was agreed to in writing by the Seller, the determination of whether the modified Goods conforms to the Buyer’s specifications shall be based on a reasonable objective standard. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Seller that is not set out in this contract. So long as the Goods supplied are of sound commercial quality, there is no guarantee of their suitability for any specific purpose, even if that purpose is known to the Seller.
2A. RETURN OF GOODS
-Incorrect dispatch or manufacturing defects
2A.1 It is the Buyer’s responsibility to check the item references, quantities, and condition of the Goods at the time of delivery. Goods incorrectly dispatched or containing manufacturing defects (which did not result from the acts or omissions of the Buyer) may be returned / refunded as long as the Buyer reports the defects within 7 calendar days of receiving the goods.
2A.2 In the event Goods are returned to the Seller in compliance with clause 2A.1, the Seller may repair or replace the Goods, or provide store credit (of the amount paid by the Buyer for the relevant Goods returned), at its sole discretion. The remedy provided by the Seller under this clause shall be the Buyer’s sole remedy against the Seller for any incorrect dispatch or manufacturing defects found in the Goods.
-Other returns & exchange
2A.3 Save as otherwise specified on the Website, Goods sold which are correctly dispatched and which do not contain manufacturing defects can be exchanged for a different size or refunded in store credit if the following criteria are met:
(i)The Goods are those purchased by the Buyer from the Seller (and not any other third party seller) via the Website;
(ii)The exchange / refund request needs to be requested within 14 days.
We will be able to accept cancellations within 24 hours after the order has been made. After the grace period, we will only be able to accept cancellation requests if the order hasn't been processed yet.
In exceptional cases, and at the seller's sole discretion, the seller can grant the buyer a refund equaling the original purchase price, . Before any such refund can be considered, delivered products must be returned by the buyer to the seller on the buyer's own expense.
3.1 All prices for the Goods quoted on the Website are net prices and includes shipment cost for the Goods, via normal shipment (i.e. within 14 business days of the Buyer’s order, unless otherwise stipulated on the Website).
3.2 The prices for the Goods however do not include any goods and services tax, or other charges, fees, duties, taxes and assessments (arising out of the Buyer’s purchase of the Goods from the Website), which shall be paid additionally by the Buyer, if any.
3.3 The Seller shall have the right to adjust/revise the price of the Goods by such amount as it thinks fit, anytime.
4. DELIVERY & RISK
4.1 Subject to availability, the Goods will be delivered within 7 business days of the Buyer’s order (unless otherwise stipulated on the website) via a third party courier service of the Seller’s choice, save where the Buyer has opted for an express delivery service, in which case, the delivery time shall be as stipulated on the website. Notwithstanding the foregoing, all delivery dates and time are estimates only and the time of delivery shall not be of the essence of this contract. Should the Seller (or its courier service) be prevented from or hindered in delivering the Goods or any part thereof by reason of pandemics, war, riot, explosion, fire, flood, strike, lockout, shortage of materials or labour, delay in delivery or non-delivery by the Seller's suppliers, breakdowns or accidents to machinery, labour strike or dispute, order of decree of any court, or action of any Governmental authority or any other cause or circumstances beyond the Seller’s control (collectively as “Force Majeure Event”), the Seller reserves the right to cancel or suspend the whole or part of any delivery of Goods to the Buyer. In the event the Seller decides to suspend the delivery, the time for delivery shall be extended by a period equal to that during which the cause preventing or hindering delivery exists.
For the avoidance of doubt, late delivery (regardless whether it is caused by a Force Majeure Event or any other reason whatsoever) shall not be a ground for cancellation or refusal to take delivery of the Goods or constitute a valid claim against the Seller for compensation/indemnification under this contract.
4.2 Part delivery - Orders are dispatched complete but in the event of shortages or any other reason beyond the Seller’s control, part delivery may be made in the absence of instruction to the contrary. If the Seller delivers the Goods by instalments, each instalment shall constitute a separate contract and shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
4.3 The Seller shall not in any way be liable to compensate the Buyer in damages or otherwise for non-delivery of the Goods or any part of them unless the Buyer’s claims are submitted in writing.
(i) For partial loss in transit, within forty-eight hours of the delivery and provided the delivery note is endorsed accordingly by the Seller.
(ii) For non-delivery of the whole consignment, within 7 days of receipt of the date of Seller’s invoice.
If the Goods or any part thereof are damaged or lost while in the custody of a carrier, the Seller will at its sole option either replace such Goods or part thereof, or refund to the Buyer the cost or price of the same.
5.1 Payment for the Goods shall be made via Paypal, Credit Card or such other modes as permitted by the Website.
5.2 Payment shall be made promptly and in full upon confirmation of purchase by the Buyer on the Website, and before the delivery of the Goods.
5.3 The Seller shall have the right to refuse to deliver any Goods ordered by the Buyer on the Website, should payment not be made in full prior to delivery.
6. RETENTION OF TITLE
6.1 The Goods are at the risk of the Buyer from the time of delivery but the title of the Goods shall not pass to the Buyer at the time of delivery until all sums due or owing by the Buyer to the Seller on any account whatsoever (including debts arising before the date of this contract) have been paid in full.
6.2 Until title and ownership of the Goods have passed to the Buyer:
(i) The property and title in the Goods shall remain with the Seller and the Buyer shall hold the Goods on a fiduciary basis as bailee for the Seller.
(ii) The Goods shall be stored separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller's property, and the Buyer shall not remove, deface or obscure any identifying mark or packaging on or relating to the Goods.
(iii) The Buyer shall maintain the Goods in satisfactory condition.
(iv) The Seller shall have the right with or without prior notice at any time to take possession of the whole or any part of the Goods (and for that purpose to go onto any premises occupied by the Buyer or any subsidiary, parent or associated company of the Buyer) to the value of all sums due to the Seller, without prejudice to any other right or remedy available to the Seller at law or otherwise.
7. TRADEMARKS & ADVERTISING MATERIALS
7.1 For the purposes of these Conditions, “Trademarks” shall mean all trademarks, brands, logos, or trade names owned by the Seller and/or any of its subsidiary, parent or associated company or for which any of them holds rights (collectively as “TM Proprietor”); including but not limited to "TalkPeng".
7.2 The Buyer shall purchase and/or use the Goods in such a way that protects the intellectual property rights in the Trademarks, and shall not alter, obscure, remove, cancel or otherwise interfere with any markings (including without limitation, any Trademarks, logos, trade names or trading style in relation to the Goods) which may be placed on the Goods, and are expressly prohibited from using or reproducing the Trademarks in any manner that will harm or bring them into disrepute, including but not limited to using such Trademarks with other goods or products. Any use of or reference to the logos, graphics or Trademarks shall be subject to the prior written consent of the Seller and/or TM Proprietor regardless of the communication medium, and shall be used only on genuine Goods manufactured, distributed and/or marketed by the Seller or TM Proprietor. By using the Trademarks, the Buyer shall be deemed as acknowledging that (i) the TM Proprietor is the owner of all rights, titles, and interests in the Trademarks, (ii) all use of the Trademarks inures to the TM Proprietor’s benefit, (iii) it shall not interfere with or challenge the TM Proprietor’s rights in the Trademarks, and (iv) it shall not bring the Trademarks into disrepute, and shall not directly or indirectly reproduce or use any Trademarks in any manner other than expressly authorised by the TM Proprietor. Each written representation of the Trademarks shall be accompanied by the symbol® or TM (as the case may be), and it shall be clearly indicated that the Trademarks are the property of the TM Proprietor.
7.3 The Seller shall have the absolute right to take any course of action available to it at law to stop or prevent any unauthorised use of the Trademarks, and recover all damages from the Buyer as a result of a breach of this clause by the Buyer, including but not limited to cancelling any orders placed by Buyer without any liability to it for such cancellation, in the case of a breach by the Buyer.
8.1 If the Buyer shall commit any breach of its obligations under this or any other contract, or shall default in payment of any sum due to the Seller under this or any other contract, then in each case the Seller shall have the right to forthwith terminate this contract and to cancel any outstanding delivery without any prejudice to any other right or remedy available to it under law or otherwise.
8.2 The Buyer shall not be entitled to cancel this contract without the consent of the Seller, which if given shall be deemed to be on the express condition that the Buyer shall indemnify the Seller against all loss, damage, claims or actions arising out of such a cancellation.
9. DISCLAIMERS AND LIMITATIONS OF LIABILITY
9.1 The Website is provided “as is” and the Buyer shall assume all risk and responsibility for its use of the Website to purchase the Goods, and the global computer network, including the security or reliability of submitting any personal information through such a network. The Seller does not warrant against unauthorised access to the Website or the complete security of all transactions processed through the Website, and will not be liable for such unauthorised access or breach of security, or any losses that may incur as a result of the use by the Buyer of the Website.
9.2 The Seller also disclaims, and the Buyer waives any warranties expressed or implied in respect of the non-infringement of intellectual property or other proprietary rights or compatibility between the Website and other software or hardware.
9.3 The Seller’s liability (if any) whether in contract or otherwise in respect of any defect in the Goods or for any breach of this contract or of any duty owed to the Buyer in connection therewith shall be limited to the price of the Goods in question. The Seller shall not be liable for any loss or any duty owed to the Buyer arising from any damage to the Goods occurring after the risk has passed to the Buyer however caused, nor shall any liability of the Buyer to the Seller be diminished or extinguished by reasons such as loss of Goods.
10.1 The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this contract; but the Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this contract without the prior written consent of the Seller.
10.2 If any provision or part-provision of this contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable under applicable law. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this contract shall not affect the validity and enforceability of the rest of the contract.
10.3 This contract and all rights and obligations between the Seller and the Buyer for the supply of the Goods via the Website shall be governed and construed in accordance with the Laws of Singapore (no matter the location of access of the Website by the Buyer, or nationality of the Buyer) and all disputes that cannot be resolved shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The arbitration award rendered by the arbitrator will be final and binding on the Parties. Judgment upon an arbitration award rendered may be entered in any court having jurisdiction thereof or application may be made to such court for judicial acceptance of the award or an order of enforcement, as the case may be. Notwithstanding the foregoing, during such time as the arbitration proceeding is pending, either Party may seek preliminary injunctive relief from any court of competent jurisdiction.
10.4 No forbearance or indulgence shown or granted by the Seller to the Buyer shall in any way effect or prejudice the right of the Seller against the Buyer or be regarded as a waiver of these Conditions.
10.5 A person who is not a party to this contract shall not have any rights to enforce the Conditions stated hereunder.
11. SPECIFIC RESTRICTIONS
- The Goods shall not be purchased and/or used if the Buyer does not wish to be bound by this Clause.
- The Buyer shall not undertake the following actions, save with the prior written consent of the Seller.
- By use of the Trademarks or brand of the Goods, bundle products of other brands or trademarks with the Goods;
- Modify the design of the Goods, or instruct companies or factories, whether in the country or overseas, to produce imitations of the Goods, or mix any imitation goods with the Goods; and
- Re-Sell the Goods (whether via the internet, overseas or otherwise) or establishing any branch or distribution depot for doing so