This agreement and all terms incorporated by reference herein (our “Terms and Conditions”) apply to your use of the HeveaConnect electronic rubber trading platform (“Platform”) operated and maintained by HeveaConnect Pte. Ltd. (“Company”, “we”, or “us”), which facilitates the posting, viewing, selection and acceptance of bids and offers for the physical sale and purchase of Tradable Products (as defined below) between users on the Platform (“Transactions”) and/or other services provided by the Company through or in connection with the Platform (collectively, the “Services”).
Please read these Terms and Conditions carefully. By accessing or using any Services made available by us, you agree to be legally bound by these Terms and Conditions.
Any decision to be made by us or actions that we may take in these Terms and Conditions may be made at our sole discretion.
“Account” means a user account created by the Company for a User in order to enable such User to access the Platform and the Services;
“AML/CFT Policy” shall have the meaning given to it in Clause 2.3;
“Bid” means the listing of an offer to buy Tradable Products by a Buyer on the Platform, such offer comprising the Offer Terms and being a legally binding offer which is capable of acceptance;
“Buyer” means the User who makes a Bid of Tradable Products on the Platform;
“Commodities” means HEVEAPRO-certified technically specified rubber, and any other HEVEAPRO certified products that the Company accepts as “Commodities” for the purposes of these Terms and Conditions from time to time and as notified over the Platform;
“Matched Counterparty” means, with respect to a Seller or Buyer (as the case may be), any relevant counterparty who selected and accepted such Seller’s Offer or such Buyer’s Bid (as the case may be), and as recorded by the Platform;
“Offer” means the listing of an offer to sell Tradable Products by a Seller on the Platform, such offer comprising the Offer Terms and being a legally binding offer which is capable of acceptance;
“Offer Terms” means price, quantity, packing type and payment terms, and such other terms as the Company may, from time to time and in its discretion, direct;
“Operating Hours” shall have the meaning given to it in Clause 5.1;
“Restricted Locations” shall have the meaning given to it in Clause 2.1;
“Seller” means the User who makes an Offer of Tradable Products on the Platform;
“Supplier SLA” means the service level agreement entered into between the Company and a Seller who intends to make Offers of Tradable Products on the Platform;
“Tradable Product” shall have the meaning given to it in Clause 4.1;
“Transaction” means a successful match through the Platform arising from the acceptance of a Buyer’s Bid or a Seller’s Offer of Tradable Products in accordance with these Terms and Conditions, as recorded by the Platform;
“Transaction Risks” shall have the meaning given to it in Clause 8.6; and
“User” means the Buyer or Seller for whom the Company is maintaining or continuing to maintain one or more Account(s) for the Services.
are duly organized, validly existing and in good standing under the laws of your jurisdiction of organization;
have not previously been suspended or removed from using our Services or other similar services provided by other parties;
have full legal power and authority to enter into these Terms and Conditions and in doing so will not violate any other agreement to which you are a party;
are not located in, under the jurisdiction of, or a national or resident of any Restricted Locations (as defined in Clause 2.1 above);
will not use our Services if any applicable laws in your country prohibit you from doing so in accordance with these Terms and Conditions;
have, at all times, all requisite permits, licences, consents or approvals required to carry out your obligations hereunder, and under any transactions contemplated in connection with the Platform;
will not use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means of accessing the Services for any purpose, except with the prior written consent of the Company;
are not a designated person under regulations issued pursuant to the United Nations Act (Cap. 339 of Singapore); and
have read and understood these Terms and Conditions.
all information provided to the Company in connection with the registration and Account creation process is true, accurate, current and complete;
you will maintain and promptly update such information to keep it current and complete by notifying the Company in writing of any changes to your financial or other condition; and
the Company may rely on any information provided by you and it is not required to verify or monitor the accuracy, correctness or validity of such information.
The Company may, from time to time and in its discretion, determine the categories and types of Commodities which may be listed as an Offer or Bid on the Platform (“Tradable Products”).
The Platform will generally be available 24 hours a day, 7 days a week from Monday to Sunday, or such time as may be published by the Company (the “Operating Hours”). The Company may vary the Operating Hours from time to time.
Sellers may make Offers of a Tradable Product on the Platform.
All Offers shall be entered in the Platform in such form or manner as may be prescribed by the Company from time to time.
A Seller must, in respect of each Offer that it enters into the Platform, specify and provide such information as may be prescribed by the Company from time to time, including the type, offer price and quantity of the Tradable Product. A Seller shall be solely responsible for ensuring the accuracy of the Offer entered onto the Platform.
Buyers may make Bids of a Tradable Product on the Platform.
All Bids shall be entered in the Platform in such form or manner as may be prescribed by the Company from time to time.
A Buyer must, in respect of each Bid that it enters into the Platform, specify and provide such information as may be prescribed by the Company from time to time, including the type, bid price and quantity of the Tradable Product. A Buyer shall be solely responsible for ensuring the accuracy of the Bid entered onto the Platform.
if such Transaction arose from an acceptance of a Seller’s Offer, by the Seller issuing a sales invoice to the Matched Counterparty; or
if such Transaction arose from an acceptance of a Buyer’s Bid, by the Buyer issuing a purchase order to the Matched Counterparty.
Any terms and conditions set out in the agreements referred to in Clause 8.2.1 and Clause 8.2.2 shall constitute an agreement between the Buyer or Seller (as the case may be) and the Matched Counterparty. Such agreements referred to in Clause 8.2.1 and Clause 8.2.2 shall further contain a term setting out the User and Matched Counterparty’s mutual election for one of the payment methods set out in Clause 9.1.1 below. Notwithstanding anything in these Terms and Conditions, the Company is not obliged to procure or be involved in such agreement, or take any steps to bring about such agreement, or completion of the Transaction in any way.
Such risks shall include, but are not limited to, misrepresentation of Tradable Products, fraudulent schemes, unsatisfactory quality, failure to meet specifications, unfitness for any particular use or purpose, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents (such risks, the “Transaction Risks”).
Users shall make payments for Transactions directly to the Seller, by such method of payment as may be agreed between the Buyer and the Seller, or any of the methods as may be made available on the Platform.
For the avoidance of doubt, notwithstanding the election of Buyers to make payment for Transactions through the Platform, all Transactions shall constitute transactions between the User and the Matched Counterparty and the Company is not, and shall not be treated as, a party to such transaction.
you shall ensure that all payments to the Company are in the currency in which they are due and made in full and cleared by your bank before the due date stipulated by the Company for such payment;
a User’s Account may be suspended and/or terminated if any payments or commissions due to the Company are not received within 30 days from due date;
the Company shall be entitled to charge Users a late payment fee on any overdue amounts (including commissions) at the rate of 6% per annum, or, if lower, the maximum rate allowed by applicable laws. Users shall pay such fees together with the overdue payment and any legal fees and collection costs incurred by the Company in collecting any past due amounts. This fee will be applied on the day after the payment due date and will be applied each month until the overdue amount is paid; and
the Company has no control over any delivery of any Tradable product sold through Transactions on the Platform, including but not limited to the delivery and payment methods specified by the Sellers.
For so long as Users owe money or obligations to the Company, the Company may at any time without notice to Users set off or transfer any sum standing to the credit of the User in or towards satisfaction of any obligations or liabilities of whatsoever nature to the Company.
All payments and commissions paid to the Company are non-refundable.
All interest, fees, commissions and other charges of the Company are exclusive of any goods and services tax and any other applicable sales tax which shall be borne and separately charged to the User.
The Company makes no representation or warranty of any kind, express or implied, with respect to the functionality, operation, content or otherwise of the Platform and does not represent or warrant that such Platform or any part thereof is free from defect, failure or interruption or that they are fit for the User’s purposes or any particular purpose.
Without prejudice to the foregoing, neither the Company, nor its directors, officers, members, employees, agents or affiliates make any warranty in respect of, and to the fullest extent allowed by law, no such party shall have any liability, whether direct or indirect, to the User for:-
the accuracy, timeliness, completeness, reliability, performance, fitness for purpose or continued availability of the Platform or Services;
delays, error, omissions, failure, inoperability or interruptions in the Platform or provision of Services;
any use, misuse, purported use or misuse, loss, theft or unauthorized use of the User’s Platform credentials;
any virus or other destructive, malicious or corrupting program, code, agent, script or macro; and/or
the creditworthiness or reliability of any counterparty (including a Matched Counterparty) and/or the outcome of any binding transactions linked to any Transaction.
In no event shall the Company, nor its directors, officers, members, employees, agents or affiliates have any responsibility or liability for any claims, demands, losses, liabilities, damages, costs, charges or expenses which are indirect, consequential, special, punitive, exemplary or incidental; or for any loss of revenue or profit, loss of use or anticipated savings, loss of goodwill, loss of opportunity, loss of reputation or business, or any other form of pure economic loss howsoever arising from or in relation to the use of the Platform and/or the Services (whether in contract, tort or otherwise).
The User agrees to defend, indemnify and hold harmless the Company (and each of its officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation attorneys’ fees, arising out or relating to the User’s:-
use of, or conduct in connection with, the Services;
violation of these Terms and Conditions or any agreement incorporated by reference in these Terms and Conditions; and/or
violation of any rights of any other person or entity or of any laws and regulations including but not limited to anti-money laundering and countering the financing of terrorism laws and regulations.
carrying out its obligations under these Terms and Conditions; or
(each, a “Force Majeure Event”).
all amounts payable by the User to the Company will immediately become due;
the Company may cancel any open Bids or Offers that are pending at the time of discontinuation or termination or deletion or deactivation; and/or
the Company may take such other steps as the Company deems necessary or desirable to protect its own interests.
The seat and venue of the arbitration shall be Singapore. Any arbitration commenced pursuant to this arbitration clause shall be conducted in accordance with the Expedited Procedure under the ICC Rules. The tribunal shall constitute one arbitrator agreed by the Company and the User within fourteen (14) days from the notice of arbitration failing which the arbitrator shall be appointed in accordance with and subject to the provisions of the ICC Rules. The language of the arbitration shall be English. The law that governs this arbitration clause shall be Singapore law.
If the User continues to make use of any of the Services after receiving such notice, the User shall be deemed to have agreed to any such amendments, variations or supplements without reservation. If the User does not agree to any amended terms (whether to these Terms and Conditions or otherwise), the User must discontinue using the Services and contact the Company to terminate its Account.
The Company may assign or transfer any or all of its rights under these Terms and Conditions, in whole or in part, without obtaining the User’s consent or approval.