Terms and Conditions
SISTIC MALL
CUSTOMER TERMS OF ACCESS & SALE
1. Definitions
1.1 In these Conditions, the following terms shall have the respective meanings specified below unless the context otherwise requires:
“After Sales Services” means any helpdesk, support or other services relating to Products purchased by Customer, as may be offered by Merchant and set out at the Merchant Store.
“Card” means a payment card or payment mode which is designated and accepted on the Mall.
“Card Company” means the applicable payment and Card processing entity for the relevant Card.
“Conditions” means these Terms and Conditions.
"Customer" means the person or legal entity identified in the Customer Order as the purchaser of the Products.
"Customer Order" means an online order placed via the Merchant Store by a Customer with Merchant for the Products in accordance with these Conditions.
“Customer Review” is defined in Clause 9.1.
"Force Majeure Event" means any event or circumstance the occurrence and the effect of which Merchant could not reasonably prevent or avoid including:
(i) strikes, lock-outs or other industrial action or labour disputes;
(ii) riots, hostilities, rebellion, revolution, civil disturbances, civil commotion, invasion, outbreak of war, threat of or preparation for war, acts of terrorism or criminal activity;
(iii) any revision in government regulation or statutory limitation;
(iv) actions or inactions of suppliers;
(v) external telecommunications failures or outages;
(vi) fire, explosion, storm, earthquake, flood, subsidence or other natural physical disaster or other catastrophes;
(vii) disruption to supply lines;
(viii) epidemic, quarantine restrictions, outbreak of disease or any travel restrictions or bans (including bans on non-essential travel) issued by the World Health Organisation or any governmental authority;
(ix) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(x) inability to obtain materials or shipping space, breakdown or destruction of plant or carrier, delay of carrier, and
(xi) any governmental acts or regulations, including export or import bans, or political interference with the normal operations of any Party.
“Logistics Partner” means the Merchant’s service provider for warehousing and delivery services.
“Loss” means loss, damage, liability, claims, demands, fees, costs and expenses (including legal and professional costs and expenses).
“Mall” means SISTIC’s online shopping mall presently accessible at mall.sistic.com.sg
"Merchant" means the vendor or merchant identified in the Mall and/or Merchant Store as the seller of the Product.
“Merchant Store” means the Merchant’s online store hosted at the Mall.
“Payment Processor” means the third party entity performing payment processing services for Merchant, as SISTIC may designate from time to time.
“Permitted Purpose” is defined in Clause 14.1.
“Platform” means the platform on which the Mall is hosted.
"Product" means a product or service listed at the Merchant Store for which Merchant invites Customer Orders in accordance with these Conditions.
"Sale Contract" means a contract for sale between Merchant and the Customer of the Products formed in accordance with Clause 4.4.
“Services” means the access and mall services provided by SISTIC at or in relation to the Mall.
“SISTIC” means SISTIC.com Pte Ltd.
“SISTIC SP” means SISTIC’s service providers on whom SISTIC is reliant to provide the Services and operate the Mall, including the service provider and licensor of the Platform.
1.2 In these Conditions, unless the context otherwise requires:
1.2.1 Words using the singular or plural number also include the plural or singular number.
1.2.2 Any reference to a "person" or “entity” includes a reference to an individual, a sole-proprietor, a partnership, an unincorporated association and a company.
1.2.3 Any reference to a "Clause" is to a clause of these Conditions.
1.2.4 The headings in these Conditions are inserted for convenience only and shall be ignored in construing these Conditions.
1.2.5 A reference to the word “include” or “including” shall not be construed as having any limiting effect.
2. Application & Effect
2.1 These Conditions shall govern:
2.1.1 the Customer’s access to the Mall and use of the Services; and
2.1.2 the sale of the Products listed at the Merchant Store by Merchant to the Customer.
2.2 Please read the Conditions carefully (including the Privacy Policy https://www.sistic.com.sg/privacy-policy) before using the Mall and/or Services or ordering any Products. By accessing the Mall, using the Services, ordering the Products and/or accepting delivery of the Products, the Customer agrees to be legally bound by and accepts these Conditions.
3. Sale Contracts & Parties
3.1 All Customers must be registered SISTIC account holders before they may submit Customer Orders.
3.2 Customer acknowledges and agrees that:
3.2.1 all Sale Contracts shall be made between Customer and Merchant, and not with SISTIC who acts solely as the commercial agent of Merchant;
3.2.2 Merchant shall have no authority to bind SISTIC in any manner or for any purpose, including in relation to Sale Contracts, Products or After Sales Services;
3.2.3 all Products and After Sales Services are provided by Merchant and not SISTIC; and
3.2.4 Customer shall not hold SISTIC liable in any way for any Loss arising from any Sale Contract, Product, After Sales Service, or any acts or omissions of Merchant.
3.3 Customer agrees that:
3.3.1 the benefit of all promises, warranties and undertakings made by Customer to Merchant under these Conditions shall be extended to and may be exercised by SISTIC as the Merchant’s commercial agent; and
3.3.2 SISTIC is the Merchant’s commercial agent and undertakes no liability to Customer for any obligations or promises of Merchant under these Conditions or any Sale Contract.
3.4 Where the Mall permits the aggregation of a Customer Order for products from more than one Merchant Store, any resulting contracts shall be deemed to be separate contracts, each with the relevant Merchant supplying each individual product, and the references to “Merchant”, “Merchant Store”, “Product”, and “Sale Contract” in these Conditions shall be amended and construed accordingly.
4. Customer Orders, Price & Payment
4.1 Customer accepts that a Merchant may not process or accept Customer Orders for delivery in certain countries, as may be notified at the Merchant Store or the Mall.
4.2 Customer shall indicate the Products it wishes to order and the quantity required, at the price specified by Merchant at the Merchant Store, by placing a Customer Order on the designated online form at the Merchant Store and providing to Merchant all necessary information as may be required by Merchant at the Merchant Store.
4.3 All Customer Orders made by the Customer for one or more Product(s) shall be deemed to be an offer made by the Customer to purchase such Product(s) upon the terms of these Conditions and for the selected Products and quantities set out in the Customer Order. All Customer Orders shall be subject to acceptance by Merchant.
4.4 Merchant may accept a Customer Order by:
4.4.1 notification of acceptance online, email or by other mode of communication within three (3) business days after Customer has made the Customer Order, to accept and confirm the price, quantity, and delivery date and time of the Product(s) ordered by the Customer; or
4.4.2 delivering the Product(s) ordered to the Customer,
and upon such acceptance, a binding Sale Contract shall be formed upon the terms set out in these Conditions, the terms of the accepted Customer Order (excluding any terms which are not accepted by Merchant), and such other terms and conditions as Merchant may impose as a condition of its acceptance. For the avoidance of doubt, no Sale Contract shall come into existence unless and until the Customer Order has been expressly accepted by Merchant in the manner set out in this Clause 4.4. Processing of Card payment for a Customer Order shall not in itself constitute acceptance of the Customer Order by Merchant, provided that where an Customer Order is rejected by Merchant, any payment made for such Customer Order shall be reversed or refunded by Merchant.
4.5 Merchant shall be entitled to:
4.5.1 decline to accept or reject the Customer Order in whole or in part without assigning any reason; or
4.5.2 delay or defer delivery of any Customer Order in whole or in part due to Product unavailability, low inventory levels, or for any other reason.
4.6 Neither SISTIC nor Merchant shall be liable for any errors in the pricing, specification, or availability of Products ordered by the Customer that may appear at the Merchant Store.
4.7 The price to be paid by the Customer for all Products shall be Merchant's current selling price on the date of receipt by Merchant of the Customer Order, which may or may not be correctly reflected at the Merchant Store. All prices are determined by the Merchant and not by SISTIC. Product prices and discounts may change during a sale period, as determined by the Merchant, provided that no price or discount changes may be made to any accepted Delivery Order without the Customer’s agreement. No refunds will be given or claims entertained due to any change in Product prices or discounts
4.8 Merchant's obligation to deliver the Products to the Customer pursuant to the Sale Contract is subject to the availability of the Products from Merchant's usual sources of supply. Merchant retains absolute discretion as to the order of priorities in which any Products are delivered to Merchant's customers. Where a Product ordered by the Customer is no longer available, Merchant shall be entitled to reject the Customer Order or rescind the Sale Contract or the accepted Customer Order by notification to the Customer and refunding the purchase price, without further liability to the Customer.
4.9 Merchant reserves the right from time to time, without liability or prior notice, to withdraw or cease to make available any or all Products from the Merchant Store, or to change its specifications of any Product offered for sale on the Merchant Store, provided that no specification changes may be made to any accepted Delivery Order without the Customer’s agreement.
4.10 Unless otherwise agreed by Merchant in writing, payment for the Products shall be made by the Customer in full by Customer’s valid Card before physical delivery of Products.
4.11 The Customer warrants that it is ordering Products for its own use only and not for re-sale or export purposes.
4.12 The Customer shall bear all shipping and handling charges (where applicable) at the prevailing rates set out in the Merchant Store, as well as all applicable taxes and duties (including but not limited to Goods and Services Tax, and excise and import duties) at the prevailing rates imposed by applicable law.
4.13 All Card payments are subject to processing by the Payment Processor, and the approval of the Card Company and the relevant paying bank. Neither SISTIC nor Merchant shall be liable in any way if the Payment Processor, Card Company or the paying bank refuses to process or accept any Card or Card particulars for any reason.
4.14 Merchant reserves the right to exercise its lawful remedies if a dispute or issue arises over Card payments, or if it does not receive full payment for an Customer Order. In particular, but without limitation to any other remedies, if the Card Company or the paying bank rejects or reverses payment for a Customer Order, Merchant may in its discretion:
4.14.1 reject such Customer Order, rescind the Sale Contract and/or suspend or cancel delivery of such Customer Order;
4.14.2 repossess the Products if delivered; or
4.14.3 claim against the Customer for the full price of the Customer Order as a debt.
4.15 Merchant shall be entitled to set-off and deduct from any refund due to the Customer all sums owed by the Customer to Merchant under any and all Sale Contracts and other agreements.
5. Title & Risk
5.1 Risk in the Products shall pass to the Customer upon delivery of the Products to Customer.
5.2 Title in the Products shall not pass to Customer until receipt by Merchant of full and final payment for the Products and delivery of Products to the Customer.
6. Delivery
6.1 The Customer shall designate in the Customer Order the Customer’s preferred delivery / collection options, and where the delivery option is selected, the place of delivery of the Products.
6.2 Subject always to Merchant’s acceptance of the Customer Order and to Clause 4,
6.2.1 where the delivery option is selected:
(i) Merchant shall deliver the Products to such place of delivery as may be designated by the Customer and agreed to by Merchant. If no one is available at the delivery address to receive the Products, the Logistics Partner will deliver the Products by leaving them at the front door, and Merchant shall not be liable for any loss of or damage to the Products following such delivery.
(ii) The Customer shall bear and pay to Merchant:
(a) the delivery and shipment charges set out at the Merchant Store for all Customer Orders;
(b) the delivery, shipment and administrative costs of any delivery of Product(s) which is rejected by the Customer, where such rejection is not made pursuant to an express right of the Customer under these Conditions.
6.2.2 where the Customer opts for self-collection of the Products the Customer shall collect the Products at the address designated by Merchant.
6.3 Any shipment, delivery or collection dates provided by Merchant are estimates only and shall not form part of the Sale Contract. If the Customer Order has not been delivered within a reasonable time, the Customer should contact Merchant through the messaging facility on the Mall.
7. Acceptance of Products & Returns Policy
7.1 Unless the Customer notifies Merchant in writing to the contrary within three (3) days of the date of delivery, the Products shall be deemed to have been accepted by the Customer as being in good condition and in accordance with the Sale Contract.
7.2 Any requests for returns or refunds must comply with these Conditions including this Clause 7, failing which no requests for refunds or returns will be entertained.
7.3 Customer acknowledges and agrees that:
7.3.1 SISTIC has no control over the description, condition or quality of the Products, or of the Merchant’s acceptance or rejection of Customer Orders or performance of the Sale Contract, or the logistics or delivery process, which are all managed by the Merchant and its service providers including the Logistics Partner;
7.3.2 all requests and claims for returns, refunds or compensation shall be made to the Merchant and shall be processed solely by the Merchant in its discretion, and SISTIC shall not be obliged to process or meet any such requests or liable for any such claims; and
7.3.3 the Merchant shall at all times remain solely liable to the Customer for any claims in respect of any Product, Customer Order and/or Sale Contract, or arising from the sale of the Product, and SISTIC does not assume any liability therefor.
8. Controls & Restrictions
8.1 Certain countries impose censorship, customs, import, export and/or other regulatory requirements and restrictions on Products. The Customer shall be responsible for ensuring that all Products in the Customer Order are and will be compliant with such requirements at its own costs. Merchant shall not be liable for any non-delivery or delay in delivery of any Product which fails to meet such requirements or which is intercepted by any government or regulatory authorities.
9. Customer Reviews
9.1 Customers may be permitted to rate and review their experience with each Product purchased on the Mall (each a “Customer Review”).
9.2 Customer warrants that its Customer Reviews will not contain any content, information, data and/or material that:
9.2.1 is unlawful, infringing, or false;
9.2.2 is obscene, indecent, threatening, abusive, insulting, harassing, defamatory, or encourages violence or discrimination towards any person or group owing to their nationality, race, religion, or otherwise violates the legal rights of others; and
9.2.3 is objectionable on the grounds of public interest, public morality, public order, public security, national harmony, or is otherwise prohibited by applicable laws.
9.3 SISTIC may at any time remove or delete any Customer Review which it determines in its sole discretion to be untrue, unfair, inaccurate, offensive or inappropriate, and to ban or suspend the Customer that posted such Customer Review. To the maximum extent permitted by law, SISTIC shall not in any circumstances be responsible or liable for the content of any Customer Reviews.
10. Software
10.1 All rights, title and interests in and to any software comprised or installed in the Products shall remain with Merchant or the applicable licensor(s), as applicable. All software provided is subject to the terms and conditions of the license agreement relating to that software. Warranties (if any) for any software are restricted to those contained in the licence agreement. The Customer acknowledges that Merchant makes no warranties for any software under these Conditions.
11. Security
11.1 SISTIC will deploy reasonable security precautions intended to protect against unauthorised access to any data stored by SISTIC in connection with Customer’s use of the Mall. SISTIC will exercise reasonable efforts to deploy corrections within the Mall for security breaches made known to SISTIC. Customer may not circumvent or otherwise interfere with any user authentication or security of the Mall.
11.2 Customer acknowledges that, notwithstanding the security precautions deployed by SISTIC, the use of, or connection to, the Internet provides the opportunity for unauthorised third parties to circumvent such precautions and illegally gain access to the Mall and Customer’s data. SISTIC cannot and does not guarantee the privacy, security, integrity or authenticity of any information or data transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient.
11.3 Customer is responsible for maintaining the confidentiality, safety and security of its user ID and password, and for ensuring that its user ID and password is not disclosed to any third party. Customer agrees that SISTIC and SISTIC SPs will not be liable for any Loss arising as a result of or in connection with the unlawful, fraudulent or otherwise wrongful or unauthorised use of your user ID or password, or any failure to comply with the terms set forth in this Clause 11.3.
12. Amendments & Modifications
12.1 SISTIC has absolute and unfettered discretion from time to time, but shall not be obliged to:
12.1.1 make upgrades, changes, alterations, enhancements, and/or modifications to the Mall, and/or Services, including the development of new features, designs, user interfaces, functions and capabilities, updates, patches, maintenance, upgrades and/or the procurement of new releases of any software; and
12.1.2 modify, change, update, or revise these Conditions, including any payment structure and other features;
12.1.3 remove, discontinue, suspend, or terminate the whole or any portion of the Mall and/or Services;
12.1.4 impose restrictions on certain features or restrict Customer’s access to parts of the entire Mall or Services,
(collectively, the “Changes”).
12.2 SISTIC shall not be liable for any Loss arising as a result of or in connection with any loss of or interruption in the access of the Mall, and/or use of the Services due to any Changes.
12.3 Any amendments to these Conditions will apply and take effect immediately at the time they are published on the Mall. It is Customer’s responsibility to remain updated on any changes that may be made to the relevant Conditions, which shall be updated on the Mall from time to time. Customer shall be deemed to have accepted and affirmed the amended or modified Conditions by Customer’s continued use of the Mall and Services following any change to the Conditions. SISTIC will not in any event be liable for any Loss resulting from any amendment(s) or modifications to these Conditions.
12.4 SISTIC shall be entitled to specify and update from time to time, the required configuration and specifications for hardware and software or the services of any third party service provider as it deems necessary or appropriate for Customer’s access and connectivity to the Mall or the use of the Services, and Customer agrees to comply with such initial and updated configurations and specifications at Customer’s own costs, failing which Customer may not be able to obtain access and connectivity to the Mall and/or the use of the Services.
13. Intellectual Property
13.1 Any and all intellectual property rights embodied in or relating to or used in connection with the Mall, the Services and all materials and works comprised in or relating thereto, including without limitation:
13.1.1 all trade marks, service marks, logos, trade names, information, text, data, images, graphics, photos, links, maps, materials, data, software, music, audio-visual content, and/or other materials, produced and/or procured by SISTIC, Merchants and/or SISTIC SPs, whether or not the aforesaid were incorporated into the Mall and/or Merchant Stores;
13.1.2 HTML, WML, Java, CGI scripts, javascript and/or all other forms of computer code employed in the design, creation and posting of the Mall and/or Merchant Stores on the Internet, and all updates and derivative works thereto;
13.1.3 all computer programs, modules, algorithms and/or tools relating to the Mall (including the source codes and the object codes, and all documentation, concepts, database, data and methodologies thereof);
13.1.4 the graphical user interfaces relating to the Mall and/or Merchant Stores;
13.1.5 the compilation, collection, arrangement and assembly of all data, information and content on the Mall and/or Merchant Stores;
13.1.6 all other information and content made available on the Mall and/or Merchant Stores; and
13.1.7 any other proprietary designations or materials used in association with the Mall, Merchant Stores, Products and/or the Services,
(collectively “SISTIC Materials”), are the property of SISTIC, Merchants, SISTIC SPs, their respective licensors and/or affiliates, (each an “Owner”) and are protected from unauthorised use, copying or dissemination by copyright law, trade mark law, designs law, patent law, international conventions, and other intellectual property laws. All rights not expressly granted to Customer in this Agreement are reserved by the relevant Owner. Customer agrees and acknowledges that the use of the Mall and the use of and access to any SISTIC Materials does not grant or transfer to Customer any rights, title or interest in relation to the Mall or any SISTIC Materials.
13.2 In the event that new inventions, designs, processes, works or other subject matter are created or evolve in performance of or as a result of this Agreement, Customer acknowledges the same shall be the property of the relevant Owner unless otherwise agreed in writing by SISTIC.
13.3 Customer shall not in any way, without the prior written consent of the Owner:
13.3.1 copy in whole or in part any SISTIC Materials and/or the Mall;
13.3.2 sell any whole or part of the SISTIC Materials and/or the Mall to any third party;
13.3.3 copy, reproduce, publish, modify, adapt, upload, post, transmit, distribute, commercially exploit, reverse engineer, disseminate, broadcast, or circulate any whole or part of the SISTIC Materials and/or the Mall (whether as paid, exclusive, non-shareable content or otherwise);
13.3.4 breach any intellectual property rights arising from or in connection with the SISTIC Materials and/or the Mall, including by altering or modifying any of the SISTIC Materials and/or the Mall, causing any of the SISTIC Materials and/or the Mall to be framed or embedded in another website, or creating derivative works from the SISTIC Materials and/or the Mall.
14.1 The Customer will be required to submit such personal data, Card information, delivery information and other data and information as may be required to register the Customer as a Mall user, process Customer Orders and payments, administer Sale Contracts, arrange for delivery and invoicing, provide the Services, provide Mall and Platform administration, and related services, as further set out in Clause 14.3 (each a “Permitted Purpose”). By submitting such personal data and information, Customer consents to the collection, use, processing and retention of such personal data and information by SISTIC, Merchant, Payment Processor, Logistics Partner, and/or SISTIC SPs as may be necessary for the Permitted Purposes applicable to each such entity.
14.2 All information and personal data submitted shall be subject to the Privacy Policy [insert hyperlink], and this Clause 14. Merchant and SISTIC shall keep, and require the Payment Processor, Logistics Partner and SISTIC SPs to keep such information and personal data confidential and not use the same for any purpose other than the Permitted Purposes, provided that Customer agrees that neither SISTIC nor Merchant shall be liable for any Loss in the event of any unauthorised use or disclosure of such information or personal data by the Payment Processor, Logistics Partner or SISTIC SPs.
14.3 You acknowledge and agree that:
14.3.1 SISTIC will collect, retain and use all personal data in its own capacity as the data organisation and for its own use for the relevant Permitted Purposes including the provision of the Services, Customer registration, mall administration, and related services.
14.3.2 SISTIC will also collect personal data through the Mall:
(i) on Merchant’s behalf as its data intermediary, and Merchant will collect, retain and use all personal data in its own capacity as the data organisation and for its own use for the relevant Permitted Purposes, including processing of Customer Orders, payments, delivery and invoicing, and for Sale Contracts administration;
(ii) on Payment Processor’s behalf as its data intermediary, and Payment Processor will collect, retain and use all personal data in its own capacity as the data organisation and for its own use for the relevant Permitted Purposes, including processing of payments and refunds for Customer Orders;
(iii) on Logistics Partner’s behalf as its data intermediary, and Logistics Partner will collect, retain and use all personal data in its own capacity as the data organisation and for its own use for the relevant Permitted Purposes, including processing of deliveries for Customer Orders; and
(iv) on SISTIC SPs’ behalf as its data intermediary, and will collect, retain and use all personal data in their own capacity as the data organisation and for their own use for the relevant Permitted Purposes including Platform management and administration.
14.3.3 SISTIC SPs shall have the right to use for product development, product performance improvement, general reporting, research and other lawful purposes, anonymized, aggregated usage data derived from the use of the Mall by Customers, Merchants or other third parties accessing the Mall (“Mall Usage Data”). SISTIC SPs shall comply with all applicable Laws and regulations regarding the collection, storage and disclosure of any personal information. SISTIC SPs shall not disclose specific Mall Usage Data in any of its marketing or published material, and any data reported for these purposes shall be aggregated with no ability to identify specific Mall Usage Data.
14.4 For further information on how SISTIC collects and processes personal data in providing the Services, please refer to SISTIC’s Privacy Policy [insert hyperlink]. In the event of any conflict or inconsistency between the provisions of this Clause 14 and SISTIC’s Privacy Policy [insert hyperlink], the provisions of this Clause 14 shall prevail to the extent of the conflict or inconsistency.
15. Exclusions & Limitations of Liability
15.1 In no event shall Merchant or SISTIC be liable to the Customer or any third party for any indirect, special, consequential, exemplary or punitive loss or damage for any breach of these Conditions, including but not limited to loss of profits, loss of business or goodwill, loss of use, or any claim by any third party, even if Merchant or SISTIC has been advised of the possibility of such loss or damage.
15.2 The total liability of Merchant to the Customer for any and all claims whether by the Customer or by any other person and howsoever arising from or in connection with the sale, supply, delivery possession, replacement or use of a Product or resulting from the breach of the Sale Contract and/or these Conditions by Merchant shall not in any event exceed the price of the Product giving rise to such claims.
15.3 Nothing in these Conditions shall limit or exclude Merchant’s liability for death or personal injury caused by Merchant’s negligence.
15.4 In no event shall SISTIC be liable to the Customer for any Loss arising from any Product, Customer Order, or Sale Contract, or any act or omission of the Merchant, Payment Processor, Logistics Partner, SISTIC SP or any other third party.
15.5 The total liability of SISTIC to the Customer for any and all claims whether by the Customer or by any other person and howsoever arising from or in connection with the Mall, the Services, or any breach of these Conditions by SISTIC shall not in any event exceed the price of the Product giving rise to such claims.
15.6 Nothing in these Conditions shall limit or exclude SISTIC’s liability for death or personal injury caused by SISTIC’s negligence.
16. Force Majeure
16.1 Merchant shall not be liable for or be deemed to be in breach of the Sale Contract and/or these Conditions by reason of any failure in performing any of its obligations under the Sale Contract and/or these Conditions during any period in which performance is impeded or delayed by any Force Majeure Event.
16.2 Merchant shall notify the Customer of any delay or failure arising through any Force Majeure Event and provide a revised delivery date as soon as practicable. The Customer shall not terminate the Sale Contract by reason of any such delay or failure.
16.3 In the event that any Force Majeure Event results in a shortage of Products, Merchant shall be entitled to allocate its available stock of the Products among its customers in such a manner as Merchant may consider equitable and may make partial deliveries of any Products to the Customer, with corresponding adjustments in the purchase price.
16.4 SISTIC shall not be liable for or be deemed to be in breach of these Conditions by reason of any failure in performing any of its obligations under these Conditions during any period in which performance is impeded or delayed by any Force Majeure Event.
17. Amendment
17.1 SISTIC reserves the right to change these Conditions without prior written notice at any time, at SISTIC’s sole discretion, by posting a copy of the amended Conditions at the Mall.
17.2 Any attempt to modify, supplement or amend these Conditions by the Customer will be null and void, unless expressly agreed to in writing by SISTIC.
18. Assignment
18.1 The Customer shall not assign or otherwise transfer the Sale Contract or any of its rights and obligations thereunder, whether in whole or in part without the prior written consent of Merchant. Any such unauthorised assignment shall be deemed null and void.
19. No Waiver
19.1 No failure on the part of Merchant to exercise, and no delay on its part in exercising, any right or remedy under the Sale Contract will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
19.2 No failure on the part of SISTIC to exercise, and no delay on its part in exercising, any right or remedy under these Conditions will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
19.3 No waiver shall be effective unless made in writing and signed by the party granting such waiver.
20. Illegality
20.1 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
21. Rights of Third Parties
21.1 Save for the avoidance of doubt, SISTIC and Merchant, which shall be entitled to enforce directly, any right, benefit or disclaimer accruing to either of them under these Conditions, a person or entity who is not a party to the Sale Contract or these Conditions shall have no right under the Sale Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of the Sale Contract or these Conditions, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of the Sale Contract or these Conditions.
22. Governing Law & Jurisdiction
22.1 This Agreement shall be governed by and construed in accordance with Singapore law.
22.2 The parties hereby submit to the exclusive jurisdiction of the Singapore courts.