- These Terms and Conditions shall govern and regulate the Purchase Order issued and sent to the vendor/supplier/addressee (“Vendor”) by ASE SINGAPORE PTE. LTD (“the Buyer”). The return of the Vendor’s acknowledgment of the Purchase Order within two (2) working days from the date therein, or the Vendor’s delivery of any of the goods or rendering any of the services ordered therein, or payment to the Vendor for the goods/service ordered therein, or the lapse of three (3) working days from the date the Purchase Order is sent/forwarded to you, whichever is the earlier, CONSTITUTES the Vendor’s acceptance of the Purchase Order and these Terms and Conditions, and the binding contract between and the Vendor and the Buyer for the purchase of the goods/service ordered therein, notwithstanding that the formal written contract/agreement for the goods/service (if applicable) has not been finalized or executed by the Buyer and the Vendor. The Purchase Order and these Terms and Conditions shall hereinafter be referred to as “the Order”.
- No amendment, change, modification or revision of the Order shall be valid, effective and binding unless agreed in writing in advance by the Buyer and signed by both parties subsequently. The invalidity or unenforceability in whole or in part of any provision hereof shall not affect the validity or enforceability of any other provision. Time is of the essence of the Order.
1.3 Changes by the Vendor
- The Vendor shall not at any time howsoever make or incorporate any change, amendment, modification, variation or omission to the Order or the goods/services ordered including without limitation which can in any way affect form, fit, function, use, purpose, performance, delivery, interface, reliability, design, fabrication methods, processes, bills of material, maintainability, or aesthetics without the prior written approval of the Buyer.
1.4 Changes by the Buyer
- The Buyer reserves the absolute right at any time to make changes, amendment, modification or variation in the Buyer’s Requirements (defined herein), methods of packing, labeling, marking, protection, shipping and delivery, or to the time/place of delivery. In such event a reasonable adjustment will be made in price and/or time of performance which is agreeable to the Buyer and the Vendor, but any claim by the Vendor for an adjustment or revision shall be deemed waived unless notice of a claim is made in writing within fourteen (14) days following the Vendor’s receipt of such changes. Price increase and/or extension of time shall not be binding upon the Buyer unless agreed in writing by the Buyer or evidenced by a purchase order change issued by the Buyer and the Vendor acknowledges and returns the same to the Buyer the acknowledgment copy within one (1) working day thereof.
The Vendor must adhere at all times to the shipping terms, delivery requirements and schedules as stated in the Order or as stipulated from time to time by the Buyer. The goods/services ordered must be delivered within the Buyer’s specified time and schedule of delivery and the Vendor shall notify the Buyer immediately upon learning that there will or might be a delay in the delivery of the goods/services.In the event of any breach or non compliance with this provision, the Buyer shall be entitled at its absolute discretion and without prejudice to other right and remedies, to exercise any one or more of the following remedies:-
- to determine the Order wholly or partly, in respect of the goods/services undelivered or delivered late and/or of any goods/services already delivered under the Order which cannot be effectively and/or commercially used or used for such purpose as the Buyer may have intended by reason of non or late delivery of the goods/services aforesaid. On such determination, the Buyer shall be entitled:-
- to require the Vendor to forthwith collect or return to the Vendor at the Vendor’s risk and expense any of the said goods already delivered or to discontinue the services and to recover from the Vendor or to set off against amounts payable to the Vendor any monies paid by the Buyer in respect of such goods/services; and
- to recover from the Vendor all costs, loss, damages and consequences arising from such breach/non compliance, determination and/or incurred by the Buyer in obtaining other goods/services in replacement of those which has been determined.
- the Buyer may at their absolute discretion, amend the time of delivery provided that the Vendor compensates the Buyer at 2% (or such rate as stipulated by the Buyer from time to time) of the total value of the goods not delivered for each day of delay until actual receipt by the Buyer of the goods/services ordered, which compensation shall be paid to the Buyer immediately upon request or may be set off against monies payable to the Vendor; and/or
- o require the Vendor to repair, remedy and/or replace free of charge the goods damaged or lost in transit or incorrect/rejected goods/services and withhold payment due to the Vendor until such goods/services are accepted by the Buyer. Delivery of the goods/services shall not be deemed to have taken place until replacement or remedied goods/services have been received by the Buyer to the Buyer’s satisfaction.Vendor; and/or
The Vendor shall bear all the expenses of inspection and tests on the goods/services. The Buyer reserves the absolute right to reject any defective, faulty or non-conforming goods/services with the Buyer’s Requirements and to exercise the remedies under Clause 3.Additionally, if the Buyer is not satisfied with the manufacture or execution of the goods/services or that the goods/services may not comply with the Buyer’s Requirements, the Buyer is entitled to require the Vendor and the Vendor shall without additional cost take all steps instructed/agreed by the Buyer to ensure due compliance without prejudice to the time for delivery/completion. Acknowledgement of Delivery or Payments for goods/services prior to inspection, test or acceptance shall not be howsoever deemed to constitute acceptance of the goods/services or a waiver of the Buyer’s rights under the Order.
Such warranties shall be in addition to any warranties of broader/wider scope and manufacture/service warranties and guarantees of the goods/services and given to the Buyer by the Vendor, and shall survive inspection, test, receipt, acceptance of, use and payment for the goods/services, and shall run and pass to the Buyer, its successor, assigns, affiliates, customers and users. All representations, statements, warranties and undertakings made or given by the Vendor, its employees, agents or representatives (express/implied, orally/ written/electronically or in any brochures/catalogues/advertisements or in any form whatsoever) regarding the goods/services shall be deemed to be express conditions of the Order.
This warranty period should extend for a period of not less than twelve (12) months from acceptance of the goods/services by the Buyer, or for such other duration as may be stipulated by the Buyer in the Purchase Order or otherwise, or as may be agreed by the Buyer.
The Vendor undertakes to expediently remedy and repair any defects, loss, damages and consequences howsoever arising from faulty design, materials or workmanship and breach of warranty of the goods/services to the requirement of the Buyer failing which the Buyer may exercise the remedies in Clause 3.
If it is necessary to open up or dismantle any things, works or facilities to permit such remedy or repair, then the Vendor shall bear all such cost of opening up or dismantling and of re-assembly and making good after such remedy or repair and testing and acceptance of such goods/services by the Buyer. Goods/services required to be remedied or replaced shall be subject to this warranty and to Clause 5 to the same extent as goods/services originally delivered under the Order.
- The Vendor represents, warrants and undertakes that all the goods/ services furnished in the Order are in accordance with all applicable federal, state and local laws, regulations, rules, requirements, directives, guidelines, orders, permits, approvals, licenses, measures and clearance such as safety, health, environment, customs, immigration, employment and trade, and also with the Buyer’s accepted standards and requirements. The Vendor also agrees to comply with all requirements, instructions and procedure of the Buyer from time to time when present at any of the Buyer’s premises. The Vendor agrees to submit all reports, certifications, permits, licenses, approvals and other documents as required by the Buyer from time to time. The Vendor further represents and warrants that it has the power, authority and capacity to execute, deliver and perform the terms of the Order and the goods/services under the Order is not in violation of any third party rights.
- The Buyer reserves the right to or require the Vendor to immediately stop any activity/act/conduct which in the Buyer’s sole opinion, is dangerous/hazardous to persons, property, environment or which has or may violate any part of Clause 8.1. Failure to comply with the Buyer’s requirement or instruction will entitle the Buyer to exercise the remedies in Clause 3. Any advice, warning or instruction given by the Buyer shall not be howsoever construed to relieve the Vendor of its liability hereunder.
The Vendor shall ensure that all materials are in compliance with the Directive 2000/95/EC of the European Parliament and of the Council of 27 Jan 2003 on the restriction of the use of certain hazardous substances in electrical and electronics equipment (RoHS) and any other standards, directives, regulations, guidelines and requirements applicable to the Buyer from time to time.
The Vendor shall not howsoever without the specific prior written permission of the Buyer (a) make any public disclosures regarding the Buyer, its affiliates and parent, including but not limited to the existence of a business or contractual relationship with any of the same; (b) disclose the contents of the Order; (c) use any mark, logo, trademark, trade name or initial of the Buyer, its affiliates and parent; and/or (d) use the Buyer as a reference.
- The Buyer may cancel or terminate this order in whole or in part at any time by giving oral notice of termination or cancellation to the Vendor followed by written confirmation.
a) for any reason at the Buyer’s convenience; (b) for any default by the Vendor involving (i) the Vendor’s failure to deliver the goods/services or (ii) the Vendor’s failure to make progress or improvement in or remedy the performance of its obligations under the Order satisfactory to the Buyer [provided that with respect to any default mentioned in (b) hereof, except a delivery failure as described in Clause 3, the Buyer’s right to terminate shall be conditioned upon the Vendor’s failure or inability within three (3) days or such shorter period as stipulated by the Buyer from time to time after the Buyer’s notification to remedy such failure or noncompliance to the satisfaction of the Buyer]; (c) in the event the Vendor becomes the subject of any proceeding under state or federal law for the relief of debtors or otherwise become insolvent/bankrupt/wound up, goes into liquidation, has a receiver or manager appointed in respect of it, makes an assignment for the benefit of its creditors; or (d) ceases or threatens to cease to carry on business. In the event of termination by the Buyer for convenience pursuant to “a” above, the extent of the Buyer’s liability is limited and in no event to exceed the cost of the existing “finished goods” inventory but no more than that required to fulfill the next delivery schedule within one (1) month following the date of termination plus the existing “work in process” inventories required to fulfill an additional one (1) month of deliveries except that there shall be no liability for inventories in either category which is readily useable or reusable. Finished goods shall mean goods that have passed final acceptance tests and inspection of the Buyer and are awaiting delivery to the Buyer. Work in process shall mean material in varying stages of completion with some degree of labor applied and/or individual piece parts and/or raw material prepared for the Buyer pursuant to and in accordance with the Order. In the event of termination by the Buyer due to the Vendor’s default pursuant to (b) above or any reason described in (c) above, the Buyer shall have no liability whatsoever to the Vendor as a result of such termination howsoever. In the event of termination for any reason, the Vendor acknowledges that all right, title, and interest in and to all or any portion of materials acquired by the Vendor for the performance of the Order, work in process and/or completed goods specified in such notice shall pass immediately to the Buyer. The Buyer shall have the right to enter upon the premises where such property (and/or any of the Buyer’s property as described in Clause 9) may be located and take possession thereof.
- Termination or cancellation by the Buyer shall not constitute a waiver or relase of any rights and remedies of the Buyer.
- For the avoidance of doubt, the Buyer’s signature or acknowledgment given on any delivery note, receipt or document in relation to the goods/services of the Order shall not evidence that the goods/services delivered are in accordance with the provisions of the Order as all goods/services shall be subject to Clause 5.
- No failure, forbearance or delay by the Buyer to insist upon or enforce strict compliance by the Vendor with any of the provisions of the Order or to exercise any of the rights of the Buyer shall be construed as a waiver or relinquishment by the Buyer of the Buyer’s right to exercise or insist upon strict compliance therewith or any other provisions at any time.