USER AGREEMENT

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For Vendors

INTRODUCTION

 

1.1 Welcome to Flower Meister International (“FMI”, the “Site”), a platform operated by Otani Trading Pte. Ltd. and/or its affiliated companies (“Operator”, “we”, “us”, or “our”). This user agreement (“Agreement”) governs your access to and use of the Site and your supply of goods to FMI. By opening an account (“Account”) and listing products on the Site, you agree to be bound by this Agreement. ​​An Account is a login and customer record for use of the Site; it is not a facility through which money is held for you or for any third party.

 

1.2 The Operator acts as a principal buyer of goods. When your listed products are ordered by the Operator on the platform, you are entering into a contract with the Operator to sell those goods to the Operator. All payments made by the Operator to you under this Agreement are made by the Operator on its own behalf, in discharge of its own obligations as buyer of the goods, and not on behalf of any merchant, customer, or other third party. You must not accept payment from any merchant or other user for goods supplied under this Agreement.

 

1.3 The “Services” we provide or make available include (a) the Site, (b) the services provided by the Site and by other users (see Section 4.4), and (c) all information, linked pages, features, data, text, images, photographs, or other material made available through the Site or its related services (“Content”). Any new features added to or augmenting the Services are also subject to this Agreement. Any references to FMI and Operator are used interchangeably in this Agreement but the Operator is implied where the context is a legal entity.

 

1.4 Before becoming a user of the Site, you must read and accept all of the terms and conditions in, and linked to, this Agreement and you must consent to the processing of your personal data as described in the FMI Privacy Policy.

 

1.5 The Operator reserves the right to change, modify, suspend or discontinue all or any part of the Site or the Services at any time. The Operator may release certain Services or features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. The Operator may also impose limits on certain features or restrict your access to parts of or, the entire Site or Services in its sole discretion and without notice or liability.

 

1.6 The Operator reserves the right to refuse to provide you access to the Site or Services or to allow you to open an Account for any reason.

 

PRIVACY, ACCOUNTS & SECURITY

 

2.1 You consent to the Operator’s collection, use, and processing of your personal data and business information as outlined in the FMI Privacy Policy.

 

2.2 You are solely responsible for maintaining the confidentiality of your Account login details and password. You are fully responsible for all activities that occur under your Account even if such activities or uses were not committed by you. The Operator will not be liable for any loss or damages arising from unauthorised use of your Account.

 

2.3 You agree that the Operator has administrative access to your Account and, where reasonably necessary for operational or system purposes, may perform administrative, operational, and transaction-related actions on your behalf. The Operator will inform you whenever such situations arise.

 

2.4 The Operator reserves the right to terminate your Account at its sole discretion and with or without notice or liability to you or any third party, immediately terminate your Account, remove or discard from the Site any Content associated with your Account, withdraw any subsidies offered to you, cancel any transactions associated with your Account, temporarily or in more serious cases permanently withhold any amounts payable by the Operator to you, and/or take any other actions that the Operator deems necessary. Grounds for such actions may include, but are not limited to, actual or suspected:

  1. a) extended periods of inactivity;
  2. b) default on supply of goods;
  3. c) behaviour that is harmful to other users, third parties, or the business interests of the Operator;
  4. d) illegal, fraudulent, harassing, defamatory, threatening or abusive behaviour; and/or
  5. e) violation of this Agreement;

 

2.5 You may terminate your Account if you notify the Operator in writing (including via email at [email protected]) of your desire to do so. Notwithstanding any such termination, you remain responsible for and are liable to complete any incomplete transaction (whether commenced prior to or after such termination), and you must contact the Operator after carrying out and completing all incomplete transactions according to the Agreement. The Operator shall have no liability, and shall not be liable for any damages incurred due to the actions taken in accordance with this Section. You waive any and all claims based on any such action taken by the Operator.

 

LIMITED LICENCE

 

3.1 The Operator grants you a limited and revocable licence to access and use the Services subject to the terms and conditions of this Agreement. All proprietary content, trademarks, service marks, brand names, logos, and other intellectual property (“Intellectual Property”) displayed in the Site are the property of the Operator and where applicable, third-party proprietors identified in the Site. No right or licence is granted directly or indirectly to any party accessing the Site to use or reproduce any Intellectual Property, and no party accessing the Site shall claim any right, title, or interest therein.

 

3.2 By using or accessing the Services, you agree to comply with the copyright, trademark, service mark, and all other applicable laws that protect the Services, the Site, and its Content. You agree not to copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of the Services, the Site, or its Content. You also may not, without our prior written consent, mirror or frame any part or whole of the contents of this Site on any other server or as part of any other website. In addition, you agree that you will not use any robot, spider, or any other automatic device or manual process to monitor or copy our Content, without our prior written consent.

 

TERMS OF USE

 

4.1 In connection with using or accessing our Services you will not:

  1. a) breach or circumvent any laws, regulations, third-party rights or our systems, Services, policies, or determinations of your Account status;
  2. b) use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Services, or are a person with whom transactions are prohibited under economic or trade sanctions;
  3. c) fail to supply goods ordered from you;
  4. d) post false, inaccurate, misleading, deceptive, defamatory, or libellous content;
  5. e) transfer your Account to another party without our consent;
  6. f) distribute viruses or any other technologies that may harm FMI or the interests or property of users;
  7. g) use any robot, spider, scraper, data mining tools, data gathering, and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of the Operator;
  8. h) interfere with the functioning of our Services, such as by imposing an unreasonable or disproportionately large load on our infrastructure;
  9. i) infringe the Intellectual Property rights (collectively, “Intellectual Property Rights”) that belong to or are licensed to the Operator. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to the Operator or someone else;
  10. j) infringe any Intellectual Property Rights that belong to third parties affected by your use of our Services or post content that does not belong to you;
  11. k) harvest or otherwise collect information about other users without their consent; or
  12. l) circumvent any technical measures used to provide our Services.

 

4.2 If we believe you are abusing FMI and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your Account and access to our Services, delay or remove hosted Content, remove any special status associated with your Account, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.

 

4.3 We may remove your Account from our Service if it has been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify or terminate all or part of our Services to you for any reason at our discretion.

 

4.4 You sell goods under this Agreement only to the Operator. Where the Services nonetheless enable any dealing between you and another user: (a) any such dealing is solely between you and the relevant user, and the Operator is not a party to it and does not act as agent (including as escrow or collection agent) for any party to it; (b) the Operator does not, in connection with any such dealing, accept or process any payment transaction for any user, accept, hold, or transmit money, or arrange, or offer to arrange, the transmission or receipt of money, whether or not the Operator would come into possession of any money; (c) any payment in connection with any such dealing must be made directly between you and the relevant user, outside the Site, and must not be made through the Site or your Account; and (d) amounts payable by the Operator to you under this Agreement cannot be redirected to, and cannot be used to make or receive payment from, any other user or any third party.

 

LISTING & SUPPLY CONDITIONS

 

5.1 You bear full responsibility for the items offered and the accuracy of the listings. You shall write your own descriptions and use your own image(s) to give an accurate representation of the items and not infringe on others’ rights. All items listed must be physical items.

 

5.2 Once processed and scheduled for delivery, orders cannot be cancelled or modified by you unless expressly agreed upon, and may be subject to an applicable administrative and/or cancellation fee to cover the Operator’s logistics and administrative costs.

 

5.3 You must ensure that all export documentation required, such as, but not limited to Phytosanitary Certificates and Certificates of Origin, is obtained and all export permits, if applicable, are obtained. You must also supply all additional documentation requested by the Operator at the time of the order. If a shipment is rejected at the destination because you failed to supply the requested documentation, you will be held liable to the Operator for the full cost of the item and international transportation.

 

5.4 You must pack all items securely in a manner compliant with international air transport standards.

 

5.5 Unless agreed otherwise in writing, the Operator will pay all invoices issued by you to the Operator for goods shipped from you within a calendar month on the 10th of the following calendar month (the “Payment Day”). If this falls on a Singapore non-banking day, payment will be made on the next business day.

 

5.6 You may request that the Operator pay an invoice before the Payment Day. If the Operator agrees, the Operator may deduct from the amount payable an administrative charge reflecting the additional bank charges (including intermediary bank fees for international transfers) that the Operator incurs in making the earlier payment of its own invoice.

 

USAGE FEE

 

6.1 A fee will be charged for utilising our Service to fulfill orders (“Usage Fee”). The Usage Fee is consideration for your use of the Site to list products and to fulfill purchase orders placed by the Operator. It is not a charge for accepting, processing, transmitting, or arranging payment for any person, and is not a commission on any transaction between you and any other user.

 

6.2 The Usage Fee is determined by the Operator and may change from time to time. You will be notified when a change in Usage Fee occurs. The prevailing Usage Fee will be issued as an invoice on the order page.

 

6.3 In the event of a claim, you are still liable to pay the Usage Fee in full, based on the original amount ordered. You may submit a request to review the Usage Fee for an order if the value of the claim is substantial. All such requests will be considered on a case-by-case basis, and a prior request that has been accepted does not automatically mean that a similar future request will be accepted.

 

CLAIMS & DISPUTES

 

7.1 The claims process shall be done on the Site. For the claim to be confirmed, both you and the Operator must agree to the claim amount on the Site.

 

7.2 The Operator shall raise claims with adequate supporting documents for the claim, such as photographs, video evidence, data from temperature recorders and description of damages, within forty-eight (48) hours after the shipment arrives at the destination port. An extension may be requested by the Operator.

 

7.3 In the event a problem arises in a transaction, you agree to communicate with us on the Site to attempt to resolve any disputes by mutual discussion, which the Operator shall use reasonable commercial efforts to facilitate.

 

7.4 You agree that you will not bring suit or otherwise assert any claim against the Operator and/or any of our affiliates in relation to any transaction made on the Site or any dispute related to such transaction.

 

FORCE MAJEURE

 

8.1 For the purposes of this Agreement, a “Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected party (the Operator or you), which prevents or delays that party from performing its obligations. Such events include, but are not limited to: acts of God, natural disasters, catastrophic crop failures or blights, acts of war, sudden export/import bans, port closures, international flight cancellations or airspace restrictions, government restrictions, pandemics, agricultural trade embargoes, strikes, labour disputes, or systemic failures of public infrastructure.

 

8.2 You must immediately notify the Operator in writing (within 24 hours of occurrence) if a Force Majeure Event disrupts your ability to harvest, pack, or secure export documentation for an order that the Operator has purchased. The notice must include an explanation of the event and an estimated timeline for resolution.

 

8.3 Neither party shall be liable for any failure or delay in performance caused by a Force Majeure Event. If you are unable to fulfill a confirmed order due to a Force Majeure Event, the Operator shall have no obligation to pay for the unfulfilled items. If the Operator has already paid you for the unfulfilled items, the Operator may deduct their value from amounts next due from the Operator to you, or require you to repay that value to the Operator.

 

8.4 If your performance is delayed by a Force Majeure Event by more than forty-eight (48) hours beyond the scheduled dispatch time, the Operator reserves the right to immediately cancel the purchase order without penalty, liability, or the payment of any cancellation fees to you.

 

RELEASE & INDEMNITY

 

9.1 You agree to indemnify, defend and hold harmless the Operator, and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the “Indemnified Parties”) from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs, and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to:

  1. a) any transaction made on the Site, or any dispute in relation to such transaction;
  2. b) the hosting, operation, management and/or administration of the Services by or on behalf of the Operator;
  3. c) your violation or breach of any term of this Agreement or any policy or guidelines referenced herein;
  4. d) your use or misuse of the Services;
  5. e) your breach of any law or any rights of a third party; and/or
  6. f) any Content shared onto the Site by you.

 

GENERAL PROVISIONS

 

10.1 The Operator reserves all rights not expressly granted herein.

 

10.2 The Operator may modify this Agreement at any time by posting the revised Agreement on this Site. Your continued use of this Site after such changes have been posted shall constitute your acceptance of such revised Agreement.

 

10.3 You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.

 

10.4 Nothing in this Agreement shall constitute a partnership, joint venture, or a principal-agent relationship between you and the Operator, nor does it authorise you to incur any costs or liabilities on the Operator’s behalf.

 

10.5 The failure of the Operator at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.

 

10.6 This Agreement is solely for the benefit of both parties and is not for the benefit of any other person or entity, except for the Operator’s affiliates and subsidiaries.

 

10.7 The terms set forth in this Agreement and any agreements and policies included or referred to in this Agreement constitute the entire agreement and understanding of the parties with respect to the Services and the Site and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. In entering into the agreement formed by this Agreement, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise, or assurance of any person other than as expressly set out in this Agreement. Each party irrevocably and unconditionally waives all claims, rights, and remedies which but for this Section it might otherwise have had in relation to any of the foregoing. This Agreement may not be contradicted, explained, or supplemented by evidence of any prior agreement, any contemporaneous oral agreement, or any consistent additional terms.

 

10.8 If you have any questions or concerns about this Agreement or any issues in this Agreement or on the Site, please contact us at: [email protected]

 

10.9 This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, the Site, or the Services, or their subject matter or formation, is governed by the law of Singapore. The parties submit to the exclusive jurisdiction of the courts of Singapore in respect of any such dispute or claim, and waive any objection to proceedings in those courts on the ground of venue or inconvenient forum.

 

Last updated: Oct 1st, 2026

For Merchants

INTRODUCTION

 

1.1 Welcome to Flower Meister International (“FMI”, the “Site”), a platform operated by Otani Trading Pte. Ltd. and/or its affiliated companies (“Operator”, “we”, “us”, or “our”). This user agreement (“Agreement”) governs your access to and use of the Site and your purchase of goods from FMI. By opening an account (“Account”) and purchasing goods through the Site, you agree to be bound by this Agreement.

 

1.2 The Operator acts as a principal seller of goods. When you place an order on the Site, you are entering into a contract with the Operator to purchase those goods directly from FMI.

 

1.3 The “Services” we provide or make available include (a) the Site, (b) the services provided by the Site and by other users, and (c) all information, linked pages, features, data, text, images, photographs, or other material made available through the Site or its related services (“Content”). Any new features added to or augmenting the Services are also subject to this Agreement. Any references to FMI and Operator are used interchangeably in this Agreement but the Operator is implied where the context is a legal entity.

 

1.4 Before becoming a user of the Site, you must read and accept all of the terms and conditions in, and linked to, this Agreement and you must consent to the processing of your personal data as described in the FMI Privacy Policy.

 

1.5 FMI reserves the right to change, modify, suspend or discontinue all or any part of the Site or the Services at any time. FMI may release certain Services or features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. FMI may also impose limits on certain features or restrict your access to parts of or, the entire Site or Services in its sole discretion and without notice or liability.

 

1.6 FMI reserves the right to refuse to provide you access to the Site or Services or to allow you to open an Account for any reason.

 

PRIVACY, ACCOUNTS & SECURITY

 

2.1 You consent to FMI’s collection, use, and processing of your personal data and business information as outlined in the FMI Privacy Policy.

 

2.2 You are solely responsible for maintaining the confidentiality of your Account login details and password. You are fully responsible for all activities that occur under your Account even if such activities or uses were not committed by you. FMI will not be liable for any loss or damages arising from unauthorised use of your Account.

 

2.3 You agree that the Operator has administrative access to your Account and, where reasonably necessary for operational or system purposes, may perform administrative, operational, and transaction-related actions on your behalf. The Operator will inform you whenever such situations arise.

 

2.4 FMI reserves the right to terminate your Account at its sole discretion and with or without notice or liability to you or any third party, immediately terminate your Account, remove or discard from the Site any Content associated with your Account, withdraw any subsidies offered to you, cancel any transactions associated with your Account, temporarily or in more serious cases permanently withhold any refunds, and/or take any other actions that FMI deems necessary. Grounds for such actions may include, but are not limited to, actual or suspected:

  1. a) extended periods of inactivity;
  2. b) default on payments;
  3. c) behaviour that is harmful to other users, third parties, or the business interests of FMI;
  4. d) illegal, fraudulent, harassing, defamatory, threatening or abusive behaviour; and/or
  5. e) violation of this Agreement;

 

2.5 You may terminate your Account if you notify FMI in writing (including via email at [email protected]) of your desire to do so. Notwithstanding any such termination, you remain responsible for and are liable to complete any incomplete transaction (whether commenced prior to or after such termination), and you must contact FMI after carrying out and completing all incomplete transactions according to the Agreement. FMI shall have no liability, and shall not be liable for any damages incurred due to the actions taken in accordance with this Section. You waive any and all claims based on any such action taken by FMI.

 

LIMITED LICENCE

 

3.1 FMI grants you a limited and revocable licence to access and use the Services subject to the terms and conditions of this Agreement. All proprietary content, trademarks, service marks, brand names, logos, and other intellectual property (“Intellectual Property”) displayed in the Site are the property of FMI and where applicable, third-party proprietors identified in the Site. No right or licence is granted directly or indirectly to any party accessing the Site to use or reproduce any Intellectual Property, and no party accessing the Site shall claim any right, title, or interest therein.

 

3.2 By using or accessing the Services, you agree to comply with the copyright, trademark, service mark, and all other applicable laws that protect the Services, the Site, and its Content. You agree not to copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of the Services, the Site, or its Content. You also may not, without our prior written consent, mirror or frame any part or whole of the contents of this Site on any other server or as part of any other website. In addition, you agree that you will not use any robot, spider, or any other automatic device or manual process to monitor or copy our Content, without our prior written consent.

 

TERMS OF USE

 

4.1 In connection with using or accessing our Services you will not:

  1. a) breach or circumvent any laws, regulations, third-party rights or our systems, Services, policies, or determinations of your Account status;
  2. b) use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Services, or are a person with whom transactions are prohibited under economic or trade sanctions;
  3. c) fail to pay for items purchased by you;
  4. d) post false, inaccurate, misleading, deceptive, defamatory, or libellous content;
  5. e) transfer your Account to another party without our consent;
  6. f) distribute viruses or any other technologies that may harm FMI or the interests or property of users;
  7. g) use any robot, spider, scraper, data mining tools, data gathering, and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of FMI;
  8. h) interfere with the functioning of our Services, such as by imposing an unreasonable or disproportionately large load on our infrastructure;
  9. i) infringe the Intellectual Property rights (collectively, “Intellectual Property Rights”) that belong to or are licensed to FMI. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to FMI or someone else;
  10. j) infringe any Intellectual Property Rights that belong to third parties affected by your use of our Services or post content that does not belong to you;
  11. k) harvest or otherwise collect information about other users without their consent; or
  12. l) circumvent any technical measures used to provide our Services.

 

4.2 If we believe you are abusing FMI and/or our Services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your Account and access to our Services, delay or remove hosted content, remove any special status associated with your Account, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.

 

4.3 We may remove your Account from our Service if it has been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify or terminate all or part of our Services to you for any reason at our discretion.

 

PURCHASE & PAYMENT CONDITIONS

 

5.1 A binding contract is formed when FMI accepts your order. Supply and final quantities are subject to availability from FMI’s suppliers.

 

5.2 Once processed and scheduled for delivery, orders cannot be cancelled or modified by you unless expressly agreed upon, and may be subject to an applicable administrative and/or cancellation fee to cover FMI’s logistics and administrative costs.

 

5.3 You are the importer of record and must ensure that ordered items can be legally imported into the destination country. FMI is not responsible if customs authorities seize or reject the shipment due to local restrictions in the destination country.

 

5.4 Depending on the incoterm of the shipment, final freight costs may be charged based on the final chargeable weight and effective freight rates at the time of shipment. You are responsible for tracking shipments and completing customs clearance once the Air Waybill, Sea Waybill, and/or Bill of Lading is provided by FMI.

 

5.5 You must make full payment based on the total value of the order, or in cases where the final price of the order is not confirmed at the time of order, the estimated total value of the order before FMI processes the order, unless agreed otherwise by writing.

 

5.6 For any additional products or changes that increase the order value, you will be required to pay the difference in amount before FMI processes your additional products and/or changes.

 

5.7 Payments may be made via bank transfer (all bank fees shall be borne by you), credit card (subject to transaction fees), your unutilised prepayment balance on our records, and/or any other local payment methods available in your jurisdiction that are accepted by FMI.

 

5.8 FMI may, at its sole discretion, extend credit terms to you. Overdue balances may accrue compounded interest at a rate of 12% per annum on FMI’s discretion. Any legal, administrative, and/or other costs associated with collecting overdue will be charged to you.

 

USAGE FEE

 

6.1 A fee will be charged for placing orders using our Service (“Usage Fee”).

 

6.2 The Usage Fee is determined by FMI and may change from time to time. You will be notified when a change in Usage Fee occurs. The prevailing Usage Fee will be shown when you place an order.

 

6.3 In the event of a claim, you are still liable to pay the Usage Fee in full, based on the original amount invoiced. You may submit a request to review the Usage Fee for an order if the value of the claim is substantial. All such requests will be considered on a case-by-case basis, and a prior request that has been accepted does not automatically mean that a similar future request will be accepted.

 

CLAIMS & DISPUTES

 

7.1 The claims process shall be done on the Site. For the claim to be confirmed and credited to you, both you and FMI must agree to the claim amount on the Site.

 

7.2 You are responsible for raising and submitting claims on the Site with adequate supporting documents for the claim, such as photographs, video evidence, data from temperature recorders and description of damages, within forty-eight (48) hours after the shipment arrives at the destination port. An extension may be considered by FMI on a case-by-case basis.

 

7.3 For claims attributable to freight, you understand that claims may take over six (6) months from the time of submission, and final compensation offered will be at the discretion of our freight partners, airlines, and/or shipping companies.

 

7.4 In the event a problem arises in a transaction, you agree to communicate with us on the Site to attempt to resolve any disputes by mutual discussion, which FMI shall use reasonable commercial efforts to facilitate.

 

7.5 You agree that you will not bring suit or otherwise assert any claim against FMI and/or any of our affiliates in relation to any transaction made on the Site or any dispute related to such transaction.

 

FORCE MAJEURE

 

8.1 For the purposes of this Agreement, a “Force Majeure Event” means any event or circumstance beyond the reasonable control of FMI, which prevents or delays FMI from performing its obligations to you. Such events include, but are not limited to: acts of God, natural disasters, catastrophic crop failures or blights, acts of war, sudden export/import bans, port closures, international flight cancellations or airspace restrictions, government restrictions, pandemics, agricultural trade embargoes, strikes, labour disputes, or systemic failures of public infrastructure.

 

8.2 FMI will make reasonable commercial efforts to notify you of the Force Majeure Event and provide updates regarding potential supply disruptions or changes to arrival dates. If a Force Majeure Event reduces the total availability of goods from FMI’s supply network, FMI reserves the right to re-allocate its remaining available supply at its sole discretion, or offer a refund/credit for the unfulfilled portion of the order.

 

8.3 FMI shall not be held liable or deemed in breach of this Agreement for any delay or failure to deliver ordered items if such delay or failure results directly from a Force Majeure Event. FMI’s obligations to you shall be suspended for the duration of the Force Majeure Event.

 

8.4 If a Force Majeure Event continues to prevent delivery for more than seven (7) consecutive days from the estimated date of arrival, either party may terminate the affected order upon written notice. In such cases, FMI’s sole liability shall be to credit any advance payments made for the undelivered items into your FMI Account.

 

RELEASE & INDEMNITY

 

9.1 You agree to indemnify, defend and hold harmless FMI, and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the “Indemnified Parties”) from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs, and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to:

  1. a) any transaction made on the Site, or any dispute in relation to such transaction;
  2. b) the hosting, operation, management and/or administration of the Services by or on behalf of FMI;
  3. c) your violation or breach of any term of this Agreement or any policy or guidelines referenced herein;
  4. d) your use or misuse of the Services;
  5. e) your breach of any law or any rights of a third party; and/or
  6. f) any Content shared onto the Site by you.

 

GENERAL PROVISIONS

 

10.1 FMI reserves all rights not expressly granted herein.

 

10.2 FMI may modify this Agreement at any time by posting the revised Agreement on this Site. Your continued use of this Site after such changes have been posted shall constitute your acceptance of such revised Agreement.

 

10.3 You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.

 

10.4 Nothing in this Agreement shall constitute a partnership, joint venture, or a principal-agent relationship between you and FMI, nor does it authorise you to incur any costs or liabilities on FMI’s behalf.

 

10.5 The failure of FMI at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.

 

10.6 This Agreement is solely for the benefit of both parties and is not for the benefit of any other person or entity, except for FMI’s affiliates and subsidiaries.

 

10.7 The terms set forth in this Agreement and any agreements and policies included or referred to in this Agreement constitute the entire agreement and understanding of the parties with respect to the Services and the Site and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. In entering into the agreement formed by this Agreement, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise, or assurance of any person other than as expressly set out in this Agreement. Each party irrevocably and unconditionally waives all claims, rights, and remedies which but for this Section it might otherwise have had in relation to any of the foregoing. This Agreement may not be contradicted, explained, or supplemented by evidence of any prior agreement, any contemporaneous oral agreement, or any consistent additional terms.

 

10.8 If you have any questions or concerns about this Agreement or any issues in this Agreement or on the Site, please contact us at: [email protected]

 

10.9 This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, the Site, or the Services, or their subject matter or formation, is governed by the law of Singapore. The parties submit to the exclusive jurisdiction of the courts of Singapore in respect of any such dispute or claim, and waive any objection to proceedings in those courts on the ground of venue or inconvenient forum.

 

Last updated: Oct 1st, 2026