Terms and Conditions

Acceptance of the Order constitutes a warranty and undertaking on the Vendor that the prices charged or to be charged for goods/services ordered are not in excess of and are the lowest prices charged to other customers/buyers of the Vendor for similar quantities and circumstances and delivery requirements. The Buyer is entitled (without requiring the Vendor’s prior agreement) to set off against the price under the Order (including any tax or duties payable) amounts due from the Vendor whether under the Order or other purchase order(s) from the Buyer or otherwise any set off/counterclaim which the Buyer may be entitled at any time. For the avoidance of doubt, the Buyer shall not be billed, invoiced or charged at a price higher than the price last charged or quoted by the Vendor for the same goods/ services unless a higher price is authorized by the Order or by a purchase order change. Any price reduction made by the Vendor with respect to the goods/services covered by the Order (without affecting or derogating all other requirements and parts of the Order including the quantities and specifications) prior to the Buyer’s acceptance of the goods/services shall, subject to the Buyer’s agreement, forthwith and automatically apply to the Order.

All goods shall be suitably, appropriately, accurately and adequately packed, labeled, marked, protected, shipped and delivered strictly in accordance with the Buyer’s Requirements or otherwise of common carriers but agreed in advance by the Buyer, Unless otherwise agreed in writing by the Buyer in advance, no additional charges shall be imposed or the Buyer be required to bear any taxes, duties, costs, expenses or payments for all such packing, labeling, marking, protection, shipping and delivery to the Buyer. All shipping and delivery documents shall be forwarded simultaneously with the goods by the Vendor to the Buyer. Shipments shall be routed and delivered at all times according to instructions issued by the Buyer. The Buyer is entitled to and may change delivery schedules from time to time and the Vendor shall forthwith comply with the same. The Buyer will have no liability and shall not be required to pay for and/or accept goods delivered to the Buyer in excess of the quantities specified in or inconsistent with the Buyer’s delivery schedules and/or damaged, defective or incorrect goods/services. The Vendor shall be wholly responsible for any loss, damage and cost howsoever occuring in transit and/or resulting from unsuitable, inaccurate, inadequate or improper packing, labeling, marking, protection, shipping or delivery. All items to be shipped on a given day via the same mode of transportation from a common shipping point to a common address are to be consolidated into one shipment.

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:-

1. 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:-
1. 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
2. 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.
2. 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
3. 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

It is the Vendor’s responsibility to furnish and deliver the goods/services strictly in accordance with the quantity, quality, specifications, drawings, design, samples, descriptions and requirements stipulated in the Order and from time to time by the Buyer (collectively “Buyer’s Requirements”). Except as otherwise prior instructed in writing by the Buyer, any discrepancy or violation in the Buyer’s Requirements amounts to a breach and non compliance with the Order and the Buyer is entitled to exercise the remedies under Clause 3. The Buyer shall not be obliged to accept/pay for and reserves the right to return or require the Vendor at the Vendor’s expense and risk, to collect or discontinue such goods/services which are not in accordance therewith.

All goods and services shall be subject to inspection, test and acceptance by the Buyer including but not limited to the quality of the materials used and the parts of the equipment, fit for purpose and accuracy at any time (whether during manufacture/execution, before, upon or after completion) and at any place (if at the Vendor or manufacturer’s premises, the Vendor shall, without additional charge, provide all necessary facilities and assistance and secure all required permissions for the Buyer’s inspection and test).

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.

The Vendor warrants and undertakes that all goods/services covered by the Order will conform to the Buyer’s Requirements, that the goods/services are merchantable, of good materials, quality and workmanship and free from all defects, faults and errors, are fit for the use and purpose intended and stipulated by the Buyer.

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 agrees to and shall indemnify the Buyer from and against all damages, losses (direct/indirect and consequential), costs (including legal fees), demands, claims, liabilities and injury howsoever occuring or caused before the expiry of the warranty period or in respect of the performance or non compliance of the Order, to any person or to any properties.

8.1

• 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.

8.2

• 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.

Any knowledge or information which the Vendor may disclose to the Buyer shall not be deemed to be confidential or proprietary information and shall be acquired by the Buyer free of any restriction as part of the consideration for the Order. Any knowledge or information (including without limitation the Buyer’s Requirements, all tools, moulds, patterns, samples, designs, drawings, materials, things, templates, fixtures and documents) which the Buyer shall disclose/furnish to the Vendor or the Vendor may howsoever come across as a result of the Order, are and shall remain confidential and proprietary to the Buyer and are submitted with the express understanding, undertaking and agreement of the Vendor that all such things and information shall not be utilized, disclosed, retained or reproduced in whole or in part by the Vendor howsoever (except for fulfillment of the Order) without the prior written permission of the Buyer, shall at all times be held at the Vendor’s risk and expense and maintained in good and proper condition, and shall be forthwith returned to the Buyer upon termination/expiration of the Order or formal written contract (if applicable) or upon the Buyer’s request .

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 Vendor undertakes and agrees to defend at the Vendor’s expense, all suits, actions, claims, demands or proceedings in which the Buyer, its successors, affiliates, assigns, distributors, dealers, customer or other users of the Buyer’s products are made defendants for any infringement, claimed or threatened infringement of any patent, copyright, trademark or other intellectual property right wherever registered or issued (regardless whether registered or protectable), resulting from the sale, use, distribution, license or lease of any goods or services purchased under the Order and further agrees to pay, indemnify and discharge any and all judgments or decrees which may be rendered in any such suits or proceedings against any such defendants. The Vendor further agrees it shall at all times undertake all such acts/things and execute all such documents as may be necessary or desirable to ensure that the Buyer receives the full benefit of all the intellectual property rights under the Order.

The Vendor further acknowledges and agrees that remedies at law and/or monetary damages may be inadequate to protect the Buyer against breach or threatened breach of the Order or would not be a sufficient remedy for the Buyer, and the Vendor hereby agrees that the Buyer shall be entitled to seek injunctive relief in the event of a breach or threatened breach of the Order as well as to terminate the Order. The Buyer shall also be entitled to specific performance and other equitable relief for any breach or threatened breach of the Order. Such relief shall not be deemed to be the exclusive remedy for a breach by the Vendor of the Order but shall be in addition to all other remedies available at law or equity to the Buyer. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies otherwise provided by law and equity.

12.1

• 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.

12.2

• Termination or cancellation by the Buyer shall not constitute a waiver or relase of any rights and remedies of the Buyer.

The Vendor shall not howsoever assign, novate, licence, outsource, subcontract, transfer or dispose the Order or any of the Vendor’s duties, obligations, rights or claims under this order without the prior written consent of the Buyer and any of the same in violation of this provision shall be void. All claims for monies due or to become due from the Buyer shall be subjected to deduction by the Buyer for any set off or counter-claims arising out of this or any other of the Buyer’s Purchase Order with the Vendor whether such set off or counter-claims arose before or after any attempts by the Vendor of such assignment etc.

14.1

• 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.

14.2

• 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.

If required or agreed by the Buyer, the Buyer and Vendor may execute a formal written contract/agreement at any time to regulate the Order and these Terms and Conditions shall be incorporated in the said contract/agreement. Notwithstanding the same, the Vendor’s obligations under the Order shall continue and remain in effect. The Vendor shall also sign and procure its agents, representatives and employees to sign the Buyer’s confidentiality or other similar agreement and any documents as and when so required by the Buyer. Nothing herein shall howsoever be construed that a formal written contract/agreement is compulsory or the Order is conditional upon the entering/execution of the same.

Any notice, consent, approval or communication given pursuant to the Order shall be given in writing and in the English language and sent by registered post, personal delivery, facsimile or email to the other party at the address stated in the Purchase Orderor email address designated by the Vendor and the Buyer for the Order (or such other address as one party may from time to time designate by written notice to the other but the Vendor shall ensure that their designated email address shall not be changed frequently), and shall be deemed to have been received and given:- if sent by registered post when it ought to be delivered in the ordinary course of such posting, if personal delivery on the date of delivery, or if sent by facsimile transmission or email upon proof of successful transmission.

The Vendor shall act as an independent contractor for the purposes of the Order and nothing in the Order shall and no action taken by the parties pursuant to the Order shall constitute or be deemed to constitute a partnership, association, joint venture, employment or other co-operative entity between the Buyer and the Vendor. The Vendor is not authorised to act as agent for the Buyer, to incur any expenditure on behalf of or for the account of the Buyer, to pledge the credit of the Buyer, or to hold itself out as an authorised signatory of the Buyer, without the Buyer’s prior written consent. Any acts, conduct or things done by the Vendor without the prior written consent of the Buyer shall not be binding upon the Buyer and the Vendor shall be liable to indemnify the Buyer for any claims, costs and proceedings arising from the Vendor’s unauthorized acts.

The Order shall be governed by and construed in all respects in accordance with the laws of the Republic of Singapore, and the Singapore courts shall have exclusive jurisdiction in all matters relating to the Order.

If the goods/services of the Order are to be used in carrying out or otherwise in connection with another contract specified in the Order or otherwise notified by the Buyer, the Order shall be subject to the contract conditions of such specified contract in so far as the same are applicable and do not conflict with the Order. The Vendor’s acceptance of the Order constitutes the Vendor’s acceptance of such contract conditions as part of the terms of the Order.

These Terms and Conditions are the only terms and conditions which the Buyer are prepared to accept and deal with. These Terms and Conditions shall prevail over any other terms and conditions whatsoever of, proposed by or applicable to the Vendor irrespective whether the Vendor has provided the Buyer with or has howsoever indicated that the Vendor wish to apply their terms and conditions. These Terms and Conditions shall apply to and govern the Order and prevail once the Vendor has accepted the Order in the manner stipulated in Clause 1.1.