COMPANY STANDARD TERMS & CONDITIONS FOR SUPPLY OF GOODS & SERVICES (Revised version Jan 2016)
1. Definitions
In these Company Standard Terms & Conditions:
"Company" or "Client"means the entity named in the Purchase Order, which is procuring the Work;
“Consequential Loss” means (i) consequential or indirect loss under Singapore law; and (ii) loss of production, revenue, use or profit and in each case whether direct or indirect and whether or not foreseeable at the date of the Purchase Order;
“Delivery” means the date that the Goods are delivered or Services completed at the Location and “Delivered” shall have the same meaning accordingly;
“Delivery Date” means the date upon which the Work must be delivered, as stated in the Purchase Order;
“Goods" means the articles, documentation, materials and/or equipment to be provided in accordance with the Purchase Order;
“Location” means the place where the Goods are delivered and/or the Services are completed, as specified in the Purchase Order;
“Price” means the total consideration payable by Company to BIDDER for the provision of the Work, as stated in the Purchase Order.
"Purchase Order" means the order for the provision of the Work, which incorporates these Company Standard Terms & Conditions;
"Services" means the services to be provided in accordance with the Purchase Order;
"BIDDER" or "Supplier" means the entity named in the Purchase Order to supply the Work, and shall include its successors, assigns, agents and subcontractors;
"Work" means the Goods and/or Services provided by BIDDER to Company in accordance with the Purchase Order and these Company Standard Terms & Conditions.
Company and BIDDER shall collectively be referred to as the “Parties” and individually as a “Party”.
2. Entire Agreement
These Company Standard Terms & Conditions shall apply between the Parties and represent the whole agreement between them in respect of the provision of the Work under the Purchase Order and supersede all previous agreements or representations between the Parties relating to the subject matter.
3. Rights & Obligations of the Parties
3.1 The BIDDER shall provide the Work to Company as specified in the Purchase Order and subject to the provisions of these Company Standard Terms & Conditions, including (without limitation) the remainder of this clause 3 and the warranties under clause 5.
3.2 The BIDDER shall ensure that the Goods are properly packed, secured and labelled in accordance with accepted good industry practice and all specifications stated by Company in the Purchase Order.
3.3 To the extent that the Goods contain toxic, corrosive or hazardous materials, then without prejudice to clause 6.1(d), BIDDER shall ensure that a notice to that effect accompanies each consignment, together with appropriate care and handling instructions. If the Goods are contaminated beyond use at the time of Delivery, BIDDER shall dispose of the same and provide replacement Goods at its own cost and risk.
3.4 The Parties shall at all times procure and maintain levels of insurance in compliance with relevant legislation and sufficient to cover their respective liabilities under the Purchase Order, including (without limitation) clauses 5 and 6.
4. Ownership & Risk
4.1 Ownership in the Goods shall pass to Company on the earlier of payment of the Price or Delivery.
4.2 Unless otherwise set out in the Purchase Order, all intellectual property rights in any designs, drawings and other technical information relating to the Work, including any software provided solely by BIDDER under the Purchase Order, shall be and remain BIDDER’s property. In such instance, BIDDER shall give Company a royalty free, irrevocable, non-exclusive, non-transferable, world-wide license to use all such rights.
4.3 Subject to clause 4.4, risk in the Work shall pass to Company on Delivery.
4.4 Risk shall remain with BIDDER where the Work does not comply with clause 5.1.
5. Representation, Warranty & Liability
5.1 BIDDER represents and warrants to Company as follows:
a) The Goods will be free of any and all defects and meet with Company’s specifications set out in the Purchase Order, including where stated, requirements as to quantity, quality and fitness for purpose. Where
b) The Purchase Order does not specify requirements on quality and/or fitness for purpose, the Goods shall adhere to the prevailing industry standard;
c) The Services shall be executed with all due care and skill by suitably qualified, competent and experienced persons; and
d) The Work shall comply at all times and in all respects with applicable laws and regulations which may be in force at the time.
e) This warranty is exclusive and in lieu of all other warranties, whether written, oral, express, implied or statutory (including without limitation any warranty of merchantability and/or fitness for particular purpose).
5.2 BIDDER’s warranty obligation under this clause 5 shall cease twenty-four (24) months after delivery of the Goods and/or satisfactory completion of the Services.
5.3 Subject to clause 5.4, BIDDER shall immediately and at its own cost repair, replace or rectify any Work which is provided or carried out in breach of clause 5.1. Where this is not possible, BIDDER shall immediately reimburse Company the Price of the Work (or relevant part thereof) which has been provided or carried out in breach of the aforesaid warranties. If BIDDER replaces or repairs any part of the Work, then the provisions of this clause shall apply to the part so replaced or repaired and clause 5.2 shall be extended accordingly.
5.4 For the avoidance of doubt, BIDDER shall not be liable for any defect, damage or loss of the Work resulting from the failure of Company to use the same in accordance with any specific operating conditions set out in the Purchase Order.
5.5 Notwithstanding any provision to the contrary in the Purchase Order, neither Party shall be liable to the other for any Consequential Loss it has incurred or suffered and each Party shall at all times indemnify, defend and hold harmless the other against its own Consequential Loss, irrespective of the negligence and/or breach of duty (statutory or otherwise) of the Party to be indemnified.
6. Indemnity
6.1 BIDDER shall at all times be responsible for and shall defend, indemnify and hold Company harmless from and against any and all claims, damage, loss, cost and expense in respect of:
a) Death or personal injury to any personnel of BIDDER;
b) Loss of or damage to the property of BIDDER (whether owned, hired or otherwise provided for the purposes of or in connection with the Work);
c) death or personal injury and loss or damage to property of a third party to the extent that the same is caused by the negligence or breach of duty (whether statutory or otherwise) of BIDDER;
d) any pollution caused in the course of its performance of Work or otherwise in breach of its obligations under clause 5.1(c);
e) loss of or damage to the property of Company where such property is in the custody and/or control of BIDDER, such custody and/or control ceasing on Delivery; and
f) Any alleged or actual infringement of any patent or proprietary or protected right, arising out of or in connection with the performance or non-performance of the Purchase Order.
6.2 Company shall be responsible for and shall defend, indemnify and at all times hold BIDDER harmless from and against any and all claims, damage, loss, cost and expense in respect of:
a) Death or personal injury to any personnel of Company;
b) Subject to clause 6.1(e), loss of or damage to the property of Company; and
c) Death or personal injury and loss or damage to property of a third party to the extent that the same is caused by the negligence or breach of duty (whether statutory or otherwise) of Company.
6.3 Save in respect of sub-clauses 6.1c) and 6.2c), the aforesaid indemnities and exclusions shall apply irrespective of cause, whether in tort, contract or otherwise at law and notwithstanding the negligence or breach of duty (whether statutory or otherwise) of the indemnified Party.
7. Termination
7.1 Company may terminate the Purchase Order at any time by written notice to BIDDER in the event of:
a) BIDDER being in material breach of the Purchase Order and/or Company’s Standard Terms & Conditions; or
b) BIDDER entering into liquidation or having a receiver appointed over any of its assets or becoming subject to an administration order or any other insolvency proceedings or, (being an individual or partnership) becoming apparently insolvent, bankrupt or making any agreement with its creditors or ceasing or threatening to cease to carry on business, and Company’s liability to BIDDER in the event of such termination shall be limited to payment for the Work Delivered in accordance with the Purchase Order, up to the date of termination and which is not yet paid for.
7.2 Company may terminate the Purchase Order forthwith in the event that BIDDER is found to be in breach of clause 14 and Company shall not be liable to the BIDDER to pay for any Work or otherwise for breach of contract, tort or any other cause of action in the event of such termination.
7.3 Company may at any time give written notice to BIDDER to terminate the Purchase Order forthwith and in such event Company shall pay, and BIDDER shall accept in settlement of all claims under the Purchase Order, the Price for the Work (or relevant parts thereof) Delivered and any direct cost reasonably and properly incurred or suffered by BIDDER in giving effect to such termination, provided however that Company’s liability hereunder shall be subject to BIDDER’s duty to mitigate its losses as required by common law and shall not in any event exceed the Price.
7.4 In case that clients would like to terminate the purchase order, the advance payment will not be refundable.
8. Price & Payment
8.1 Unless stated otherwise, the Price is exclusive of VAT but includes all other taxes, duties and charges as applicable.
8.2 Company shall pay the undisputed part of BIDDER’s invoice within thirty (30) days of receipt thereof, the receipt not being earlier than Delivery.
8.3 On settlement of any disputed invoice (or part(s) thereof), BIDDER shall submit an invoice for the part of the Price due and Company shall pay the same in accordance with clause 8.2.
8.4 Late payment(s) of correctly prepared and supported invoices shall be subject to interest at the rate of two percent (2%) per annum above the Bank ‘Base Rate’ accruing pro-rata on a daily basis, running from the due date for payment under clause 8.2 until payment is received.
9. Late Delivery
The BIDDER shall provide the Work at the Location, on the Delivery Date. If the BIDDER is unable to provide the Work by the Delivery Date, it shall notify Company immediately and the Parties shall endeavor to agree a mutually acceptable revised Delivery Date. In the event that the Parties cannot agree a revised Delivery Date, Company (without prejudice to Company’s other rights and remedies at law or otherwise) shall be entitled at its sole discretion to either:
a) Terminate the Purchase Order and recover from BIDDER any direct losses, costs and/or expenses incurred or suffered as a result of such termination, provided that BIDDER’s liability shall not exceed the Price of the Work; or
b) Recover from BIDDER liquidated damages representing a genuine pre-estimate of loss and not as a penalty, an amount equal to two percent (2%) of the value of the portion of the Goods delayed for each full week the Goods are late, provided that in any event, BIDDER’s liability under this clause 9 shall not exceed an amount equal to ten percent (10%) of the aggregate Price.
10. Variations
The Company may at any time, upon written notice to BIDDER, make change(s) to the Purchase Order. In the event the Parties anticipate that such change(s) will directly affect the Price of the Work (whether by way of increase or decrease) and/or the timing of performance of the Work (whether by way of shortening or extending), the Parties shall meet and discuss in good faith an equitable and proportionate adjustment to Price and/or Delivery.
11. Inspection
The BIDDER shall at all times upon reasonable prior notice allow Company to inspect and/or test the Goods (or any part thereof) during preparation and/or manufacture at BIDDER’s premises. Such inspection by Company shall not in any way relieve (whether in whole or in part) BIDDER of any of its obligations, representations and/or warranties under the Company Standard Terms & Conditions and/or the Purchase Order.
12. Disputes, Arbitration & Governing Law
12.1 If a dispute arises out of or in connection with the Purchase Order, the Parties shall try to settle the dispute amicably. If no settlement has been reached (whether or not a meeting has taken place) within thirty (30) days of written notification that a dispute exists, then either Party shall be entitled to commence arbitration pursuant to the Rules of Arbitration of the International Chamber of Commerce by a sole arbitrator appointed in accordance with the said Rules which are deemed by reference to be incorporated in these Company Standard Terms & Conditions. The place of arbitration shall be London, UK, and the arbitration shall be conducted in the English language.
12.2 The Purchase Order shall be governed by and construed in accordance with Singapore law.
13. General
13.1 BIDDER shall not assign or sub-contract any of its obligations under the Purchase Order (or any part(s) thereof) at any time to a third party without Company's prior written consent.
13.2 The Parties shall keep the Purchase Order and any information, which either Party learns about the other, in strict confidence and will not disclose the same to any third party without the prior written consent of the other Party.
13.3 A person who is not a party to the Purchase Order shall not have any rights under any statute, rules or regulations or otherwise, to enforce any of its terms.
13.4 Failure to exercise, or any delay in exercising, any right or remedy provided for hereunder or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
13.5 Any notice required to be given hereunder shall be in writing and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery or by commercial courier to the relevant Party’s address as noted in the Purchase Order.
13.6 In the event of any conflict or inconsistency between the Purchase Order and these Company Standard Terms & Conditions, the Purchase Order shall at all times prevail, except for clauses 5 & 6.
In these Company Standard Terms & Conditions:
"Company" or "Client"means the entity named in the Purchase Order, which is procuring the Work;
“Consequential Loss” means (i) consequential or indirect loss under Singapore law; and (ii) loss of production, revenue, use or profit and in each case whether direct or indirect and whether or not foreseeable at the date of the Purchase Order;
“Delivery” means the date that the Goods are delivered or Services completed at the Location and “Delivered” shall have the same meaning accordingly;
“Delivery Date” means the date upon which the Work must be delivered, as stated in the Purchase Order;
“Goods" means the articles, documentation, materials and/or equipment to be provided in accordance with the Purchase Order;
“Location” means the place where the Goods are delivered and/or the Services are completed, as specified in the Purchase Order;
“Price” means the total consideration payable by Company to BIDDER for the provision of the Work, as stated in the Purchase Order.
"Purchase Order" means the order for the provision of the Work, which incorporates these Company Standard Terms & Conditions;
"Services" means the services to be provided in accordance with the Purchase Order;
"BIDDER" or "Supplier" means the entity named in the Purchase Order to supply the Work, and shall include its successors, assigns, agents and subcontractors;
"Work" means the Goods and/or Services provided by BIDDER to Company in accordance with the Purchase Order and these Company Standard Terms & Conditions.
Company and BIDDER shall collectively be referred to as the “Parties” and individually as a “Party”.
2. Entire Agreement
These Company Standard Terms & Conditions shall apply between the Parties and represent the whole agreement between them in respect of the provision of the Work under the Purchase Order and supersede all previous agreements or representations between the Parties relating to the subject matter.
3. Rights & Obligations of the Parties
3.1 The BIDDER shall provide the Work to Company as specified in the Purchase Order and subject to the provisions of these Company Standard Terms & Conditions, including (without limitation) the remainder of this clause 3 and the warranties under clause 5.
3.2 The BIDDER shall ensure that the Goods are properly packed, secured and labelled in accordance with accepted good industry practice and all specifications stated by Company in the Purchase Order.
3.3 To the extent that the Goods contain toxic, corrosive or hazardous materials, then without prejudice to clause 6.1(d), BIDDER shall ensure that a notice to that effect accompanies each consignment, together with appropriate care and handling instructions. If the Goods are contaminated beyond use at the time of Delivery, BIDDER shall dispose of the same and provide replacement Goods at its own cost and risk.
3.4 The Parties shall at all times procure and maintain levels of insurance in compliance with relevant legislation and sufficient to cover their respective liabilities under the Purchase Order, including (without limitation) clauses 5 and 6.
4. Ownership & Risk
4.1 Ownership in the Goods shall pass to Company on the earlier of payment of the Price or Delivery.
4.2 Unless otherwise set out in the Purchase Order, all intellectual property rights in any designs, drawings and other technical information relating to the Work, including any software provided solely by BIDDER under the Purchase Order, shall be and remain BIDDER’s property. In such instance, BIDDER shall give Company a royalty free, irrevocable, non-exclusive, non-transferable, world-wide license to use all such rights.
4.3 Subject to clause 4.4, risk in the Work shall pass to Company on Delivery.
4.4 Risk shall remain with BIDDER where the Work does not comply with clause 5.1.
5. Representation, Warranty & Liability
5.1 BIDDER represents and warrants to Company as follows:
a) The Goods will be free of any and all defects and meet with Company’s specifications set out in the Purchase Order, including where stated, requirements as to quantity, quality and fitness for purpose. Where
b) The Purchase Order does not specify requirements on quality and/or fitness for purpose, the Goods shall adhere to the prevailing industry standard;
c) The Services shall be executed with all due care and skill by suitably qualified, competent and experienced persons; and
d) The Work shall comply at all times and in all respects with applicable laws and regulations which may be in force at the time.
e) This warranty is exclusive and in lieu of all other warranties, whether written, oral, express, implied or statutory (including without limitation any warranty of merchantability and/or fitness for particular purpose).
5.2 BIDDER’s warranty obligation under this clause 5 shall cease twenty-four (24) months after delivery of the Goods and/or satisfactory completion of the Services.
5.3 Subject to clause 5.4, BIDDER shall immediately and at its own cost repair, replace or rectify any Work which is provided or carried out in breach of clause 5.1. Where this is not possible, BIDDER shall immediately reimburse Company the Price of the Work (or relevant part thereof) which has been provided or carried out in breach of the aforesaid warranties. If BIDDER replaces or repairs any part of the Work, then the provisions of this clause shall apply to the part so replaced or repaired and clause 5.2 shall be extended accordingly.
5.4 For the avoidance of doubt, BIDDER shall not be liable for any defect, damage or loss of the Work resulting from the failure of Company to use the same in accordance with any specific operating conditions set out in the Purchase Order.
5.5 Notwithstanding any provision to the contrary in the Purchase Order, neither Party shall be liable to the other for any Consequential Loss it has incurred or suffered and each Party shall at all times indemnify, defend and hold harmless the other against its own Consequential Loss, irrespective of the negligence and/or breach of duty (statutory or otherwise) of the Party to be indemnified.
6. Indemnity
6.1 BIDDER shall at all times be responsible for and shall defend, indemnify and hold Company harmless from and against any and all claims, damage, loss, cost and expense in respect of:
a) Death or personal injury to any personnel of BIDDER;
b) Loss of or damage to the property of BIDDER (whether owned, hired or otherwise provided for the purposes of or in connection with the Work);
c) death or personal injury and loss or damage to property of a third party to the extent that the same is caused by the negligence or breach of duty (whether statutory or otherwise) of BIDDER;
d) any pollution caused in the course of its performance of Work or otherwise in breach of its obligations under clause 5.1(c);
e) loss of or damage to the property of Company where such property is in the custody and/or control of BIDDER, such custody and/or control ceasing on Delivery; and
f) Any alleged or actual infringement of any patent or proprietary or protected right, arising out of or in connection with the performance or non-performance of the Purchase Order.
6.2 Company shall be responsible for and shall defend, indemnify and at all times hold BIDDER harmless from and against any and all claims, damage, loss, cost and expense in respect of:
a) Death or personal injury to any personnel of Company;
b) Subject to clause 6.1(e), loss of or damage to the property of Company; and
c) Death or personal injury and loss or damage to property of a third party to the extent that the same is caused by the negligence or breach of duty (whether statutory or otherwise) of Company.
6.3 Save in respect of sub-clauses 6.1c) and 6.2c), the aforesaid indemnities and exclusions shall apply irrespective of cause, whether in tort, contract or otherwise at law and notwithstanding the negligence or breach of duty (whether statutory or otherwise) of the indemnified Party.
7. Termination
7.1 Company may terminate the Purchase Order at any time by written notice to BIDDER in the event of:
a) BIDDER being in material breach of the Purchase Order and/or Company’s Standard Terms & Conditions; or
b) BIDDER entering into liquidation or having a receiver appointed over any of its assets or becoming subject to an administration order or any other insolvency proceedings or, (being an individual or partnership) becoming apparently insolvent, bankrupt or making any agreement with its creditors or ceasing or threatening to cease to carry on business, and Company’s liability to BIDDER in the event of such termination shall be limited to payment for the Work Delivered in accordance with the Purchase Order, up to the date of termination and which is not yet paid for.
7.2 Company may terminate the Purchase Order forthwith in the event that BIDDER is found to be in breach of clause 14 and Company shall not be liable to the BIDDER to pay for any Work or otherwise for breach of contract, tort or any other cause of action in the event of such termination.
7.3 Company may at any time give written notice to BIDDER to terminate the Purchase Order forthwith and in such event Company shall pay, and BIDDER shall accept in settlement of all claims under the Purchase Order, the Price for the Work (or relevant parts thereof) Delivered and any direct cost reasonably and properly incurred or suffered by BIDDER in giving effect to such termination, provided however that Company’s liability hereunder shall be subject to BIDDER’s duty to mitigate its losses as required by common law and shall not in any event exceed the Price.
7.4 In case that clients would like to terminate the purchase order, the advance payment will not be refundable.
8. Price & Payment
8.1 Unless stated otherwise, the Price is exclusive of VAT but includes all other taxes, duties and charges as applicable.
8.2 Company shall pay the undisputed part of BIDDER’s invoice within thirty (30) days of receipt thereof, the receipt not being earlier than Delivery.
8.3 On settlement of any disputed invoice (or part(s) thereof), BIDDER shall submit an invoice for the part of the Price due and Company shall pay the same in accordance with clause 8.2.
8.4 Late payment(s) of correctly prepared and supported invoices shall be subject to interest at the rate of two percent (2%) per annum above the Bank ‘Base Rate’ accruing pro-rata on a daily basis, running from the due date for payment under clause 8.2 until payment is received.
9. Late Delivery
The BIDDER shall provide the Work at the Location, on the Delivery Date. If the BIDDER is unable to provide the Work by the Delivery Date, it shall notify Company immediately and the Parties shall endeavor to agree a mutually acceptable revised Delivery Date. In the event that the Parties cannot agree a revised Delivery Date, Company (without prejudice to Company’s other rights and remedies at law or otherwise) shall be entitled at its sole discretion to either:
a) Terminate the Purchase Order and recover from BIDDER any direct losses, costs and/or expenses incurred or suffered as a result of such termination, provided that BIDDER’s liability shall not exceed the Price of the Work; or
b) Recover from BIDDER liquidated damages representing a genuine pre-estimate of loss and not as a penalty, an amount equal to two percent (2%) of the value of the portion of the Goods delayed for each full week the Goods are late, provided that in any event, BIDDER’s liability under this clause 9 shall not exceed an amount equal to ten percent (10%) of the aggregate Price.
10. Variations
The Company may at any time, upon written notice to BIDDER, make change(s) to the Purchase Order. In the event the Parties anticipate that such change(s) will directly affect the Price of the Work (whether by way of increase or decrease) and/or the timing of performance of the Work (whether by way of shortening or extending), the Parties shall meet and discuss in good faith an equitable and proportionate adjustment to Price and/or Delivery.
11. Inspection
The BIDDER shall at all times upon reasonable prior notice allow Company to inspect and/or test the Goods (or any part thereof) during preparation and/or manufacture at BIDDER’s premises. Such inspection by Company shall not in any way relieve (whether in whole or in part) BIDDER of any of its obligations, representations and/or warranties under the Company Standard Terms & Conditions and/or the Purchase Order.
12. Disputes, Arbitration & Governing Law
12.1 If a dispute arises out of or in connection with the Purchase Order, the Parties shall try to settle the dispute amicably. If no settlement has been reached (whether or not a meeting has taken place) within thirty (30) days of written notification that a dispute exists, then either Party shall be entitled to commence arbitration pursuant to the Rules of Arbitration of the International Chamber of Commerce by a sole arbitrator appointed in accordance with the said Rules which are deemed by reference to be incorporated in these Company Standard Terms & Conditions. The place of arbitration shall be London, UK, and the arbitration shall be conducted in the English language.
12.2 The Purchase Order shall be governed by and construed in accordance with Singapore law.
13. General
13.1 BIDDER shall not assign or sub-contract any of its obligations under the Purchase Order (or any part(s) thereof) at any time to a third party without Company's prior written consent.
13.2 The Parties shall keep the Purchase Order and any information, which either Party learns about the other, in strict confidence and will not disclose the same to any third party without the prior written consent of the other Party.
13.3 A person who is not a party to the Purchase Order shall not have any rights under any statute, rules or regulations or otherwise, to enforce any of its terms.
13.4 Failure to exercise, or any delay in exercising, any right or remedy provided for hereunder or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
13.5 Any notice required to be given hereunder shall be in writing and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery or by commercial courier to the relevant Party’s address as noted in the Purchase Order.
13.6 In the event of any conflict or inconsistency between the Purchase Order and these Company Standard Terms & Conditions, the Purchase Order shall at all times prevail, except for clauses 5 & 6.
