Terms & Conditions

"Seller" refers to XING DA FOODSTUFF (S) PTE LTD.

"Buyer" refers to the registered customer purchasing Goods.

"Goods" refers to fresh produce and food products supplied by the Seller.

"Platform" refers to the Seller's website and/or mobile ordering system.

"Order" refers to a confirmed purchase agreement between Buyer and Seller.

2.1 A query constitutes an invitation to treat only.

2.2 A Quotation issued by the Seller constitutes an offer valid for the stated period.

2.3 Acceptance by clicking "Confirm & Accept" or any electronic confirmation constitutes a legally binding contract under the Electronic Transactions Act (Singapore).

2.4 Any counter-offer constitutes rejection of the original offer.

2.5 Electronic records maintained by the Seller shall be conclusive evidence of Orders placed.

3.1 All prices are quoted in Singapore Dollars (SGD) and exclusive of GST unless stated.

3.2 Prices may change prior to acceptance. Once accepted, prices are binding.

4.1 Payment terms are as agreed upon account registration or subsequently amended in writing.

4.2 Payment is due within the credit period stated in the Buyer's account from invoice date.

4.3 Interest at 1.5% per month shall apply to overdue amounts.

4.4 The Buyer shall not withhold, deduct, or set-off any amount unless agreed in writing.

4.5 The Seller may suspend deliveries or terminate the Buyer's account if payment is overdue.

4.6 All outstanding sums shall become immediately due if the Buyer becomes insolvent, enters liquidation, judicial management, or bankruptcy.

5.1 The Seller may grant, review, reduce, suspend or withdraw any credit limit at its sole discretion without prior notice.

5.2 The Seller may refuse Orders if the Buyer exceeds its credit limit or has overdue payments.

5.3 The Seller may require directors, shareholders or principal officers of the Buyer to execute a personal guarantee as a condition for granting credit.

5.4 Any guarantor shall be jointly and severally liable with the Buyer for all sums due.

5.5 Failure to require a guarantee shall not constitute a waiver of the Seller's right to require one in the future.

6.1 Delivery dates are estimates only.

6.2 Risk passes to the Buyer upon delivery and sign-off at the designated address.

6.3 If the Buyer fails to accept delivery, risk passes at the time delivery was attempted.

6.4 The Seller shall not be liable for deterioration due to delay in acceptance.

6.5 Signing the delivery note constitutes acceptance of quantity and visible condition.

7.1 The Buyer must inspect Goods immediately upon delivery.

7.2 Any visible damage or quantity discrepancy must be noted on the delivery note at delivery.

7.3 Claims must be made within 48 hours for fresh produce, as time is of the essence due to perishability.

7.4 The Seller shall not be liable for deterioration due to improper storage after delivery.

7.5 Natural variations in size, colour, texture or minor inherent defects in fresh produce shall not constitute breach.

7.6 After 48 hours, Goods shall be deemed accepted.

8.1 Confirmed Orders may not be cancelled without Seller's written consent.

8.2 Cancellation may incur up to 30% of Order value plus incurred costs.

8.3 The Seller may terminate any Order immediately if the Buyer becomes insolvent.

9.1 Title to the Goods shall remain with the Seller until full payment of all sums owed.

9.2 Until title passes, the Buyer holds the Goods as fiduciary bailee.

9.3 The Seller may enter the Buyer's premises to repossess Goods upon default.

9.4 If Goods are resold before payment, the Buyer holds the proceeds on trust for the Seller.

10.1 The Seller's total liability shall not exceed the total price paid or payable under the relevant Order.

10.2 The Seller shall not be liable for indirect, consequential or special losses including loss of profit, business or goodwill.

10.3 Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, or any liability which cannot be excluded under Singapore law.

11.1 The Buyer shall indemnify and hold harmless the Seller against all losses, liabilities, claims, damages, costs and expenses (including legal fees on a full indemnity basis) arising from:

(a) resale or distribution of the Goods;

(b) improper storage, handling or alteration after delivery;

(c) third-party claims arising from Buyer's business operations;

(d) breach of these Terms.

11.2 This indemnity survives termination.

12.1 Neither party shall be liable for events beyond reasonable control including natural disasters, pandemics, government action, supply chain disruptions or transport failures.

12.2 If such event continues for more than 30 days, either party may terminate the affected Order.

13.1 The Seller processes personal data in accordance with the Singapore Personal Data Protection Act 2012.

13.2 The Buyer consents to collection, use and disclosure for order processing, invoicing and delivery.

13.3 Personal data may be disclosed to logistics providers, payment processors and professional advisers.

13.4 Data shall be retained only as long as necessary for business and legal purposes.

These Terms constitute the entire agreement and supersede all prior discussions or representations.

Failure to enforce any provision shall not constitute waiver.

16.1 The Seller may amend these Terms from time to time.

16.2 Amendments shall not affect confirmed Orders.

16.3 Continued use of the Platform constitutes acceptance of updated Terms.

These Terms are governed by the laws of the Republic of Singapore and subject to the exclusive jurisdiction of the Singapore courts.