GENERAL TERMS AND CONDITIONS
1. Definitions. For the purpose of this Agreement:
1.0 “Buyer” means the buyer of the Supply.
1.1. “Claim” means any and all suits, sanctions,
proceedings, actions, demands, entitlements.
1.2. “Contract” means the agreement between the
Buyer and the Seller for the Supply and which
comprises the Purchase Order, Term Sheet and
these Terms and Conditions (and Exhibits).
1.3. “Contract Price” or “Contract Sum” means the
total price for the Supply as quoted in the Term
Sheet.
1.4. “Lien” means any encumbrance of any kind,
including a mortgage, pledge, lien, security interest,
option agreement and charge whether arising by
operation of law or otherwise.
1.5. “Purchase Order” means the written order for the
purchase of the Supply to which the Term Sheet and
these Terms and Conditions are applicable.
1.6. “Owner” means the ultimate owner of the Supply,
whether it be the Buyer or the Buyer’s customer(s)
of any tier.
1.7. “Party” means either the Seller or the Buyer, and
1.8. “Parties” mean the Seller and the Buyer
collectively.
1.9. “Performance Bond” shall have the meaning
ascribed to it in Article 9.
1.10. “Seller” means the supplier selling and
providing the Supply to the Buyer.
1.11. “Services” shall include, without limitation,
all services provided by the Seller in relation to
the Supply including (where applicable) design,
delivery, installation, supply, supervision of
installation, testing, commissioning, training,
provision of operation and maintenance
manuals, warranty and commissioning spares
and operating spares.
1.12. “Specification” shall include (i) the
general and technical description, design
criteria and/or performance requirements as
set out in the Term Sheet and/or Exhibit C,
(ii) the drawings for the Supply set out in
the Term Sheet and/or at Exhibit B, (iii) the
scope of supply set out in the Term Sheet
and/or Exhibit A and (iv) any modification
thereof or addition thereto as may from
time to time furnished or approved in
writing by the Buyer.
1.13. “Supply” means the all those plant,
equipment, spares, consumables, articles,
things, works, Services and any other items
described in the Term Sheet, Purchase
Order and Exhibits to these Terms and
Conditions to be supplied by the Seller to
the Buyer and includes all parts and units
thereof.
1.14. “Term Sheet” means the term sheet at
Section 1 of the Contract that is to be read
with these Terms and Conditions.
1.15. “Warranty Bond” shall have the
meaning ascribe to it in Article 14.
1.16. “Warranty Period” means the warranty
period for the Supply which shall, save for
the event specified in Article 10.2 herein
and unless a different warranty period is
otherwise stipulated otherwise in the Term
Sheet, survive for a period up to twenty
four (24) months from Successful
Acceptance of the Supply.
1.17. The headings are for convenience only
and not for purpose of interpretation.
2. The Contract. A contract for the Supply shall be deemed accepted by the Seller and the Seller
shall be bound by the Purchase Order, Term Sheet and these Terms and Conditions: (a) upon the
commencement of works for the Supply pursuant a Purchase Order; or (b) on the expiry of three
(3) days from the Seller’s receipt of the Purchase Order, whichever of the aforementioned is the
earlier and notwithstanding that the Seller has not expressly communicated in writing such
acceptance.
3. Delivery. The Seller shall deliver the Supply in accordance with the schedule in the Term Sheet
attached as Exhibit D. Upon request by the Buyer, the Seller shall, within three (3) days, furnish
the Buyer with all documents requested by Buyer. The seller shall deliver a notice to the Buyer,
within seven (7) days of the Supplier becoming aware of any factor that may delay the supply. In
the event of a delay, the Seller shall carry out all possible measures to mitigate the delay. Supplier
agrees that it shall not be entitled to compensation or schedule extension for its failure to provide
the said notice. The Supplier shall also pay damages for any delay according to the Term Sheet.
4. Failure to complete supply. The Supplier shall be deemed to have abandoned the delivery if they
incur the maximum amount of liquidated damages. The Buyer shall be entitled to a claim for loss
or damage as a result of the failure to deliver. The Buyer shall also procure the services of a third
party with any excess costs to the Seller. The Buyer may also terminate the contract.
5. Exports. The Supplier shall provide Buyer with a thirty day notice if the items are for export
outside Singapore. Buyer shall complete all necessary authorizations for exporting the items.
6. Packaging. The Supplier shall package the items according to the specifications in the Term
Sheet. Absent any guideline in the Term Sheet, the Supplier shall use due diligence.
7. Safety and hazardous material. The Seller shall comply to all requirements regarding to safety
as well as Buyer’s or Owner’s regulations while they are on the project site. The Seller shall also
comply with all laws and regulations regarding the carriage of hazardous materials. Further, the
Seller shall ensure that all applicable labeling, certifications, instructions for shipping, packing and
handling, and the Material Safety Data Sheets have been furnished to the freight forwarder and to
the Buyer.
8. Insurance. The Supplier shall maintain insurance coverage, which shall contain waivers of
subrogation against the Buyer and the Owner.
9. Price and Payment. The price for the Contract shall be according to the Term Sheet and shall be
fixed. The price shall be inclusive of all taxes, charges, and/or duties. Within thirty days of the
issue of the Purchase Order, the Supplier shall deliver to the Buyer a Performance Bond in an
unconditional first demand bank guarantee executed in form and substance acceptable to the
Buyer at its sole discretion.
10. Deductions and/or set off. The Buyer shall be entitled to deduct any amount from the amount
owing to the Seller, to offset any loss or damage to Buyer for any of Seller’s liability under this
Contract.
11. Title and Risk. The Seller represents that it has good title to the items; has authority to supply the
items; waive any lien on the items; and assumes all risks of loss or damage according to the
INCOTERMS. Title shall pass to the Buyer at the earlier of the Buyer’s physical delivery,
payment/part payment, or incorporation of the supply into the project. Transfer of Title or Property
shall not affect the Seller’s obligations or Buyer’s rights.
12. Right to use documents. The Buyer has all rights to use all documents supplied by Seller to the
Buyer or by any manufacturer to the Seller.
13. Quality Surveillance and Examination. The Seller shall be solely responsible for the quality of
the supply. Buyer shall have the right to access Supplier’s premises and review the Seller’s quality
control procedures. The Buyer shall inspect the items at delivery and reserves the right to reject
non-compliant items.
14. Warranty. The Seller warrants to the Buyer and Buyer’s successors that the supply will conform
to Buyer’s expectations, be fit for purpose, be of good design and workmanship, be free from
liens, be performed by qualified personnel, be in compliance with all applicable law, not infringe
on any intellectual property right. The Buyer is entitled to all remedies for the breach of warranty
in the event the Seller breaches any of the aforesaid warranties in the warranty period. The Seller,
as a condition to receive final payment, shall deliver to the Buyer a warranty bond in the form of
an unconditional first demand bank guarantee in a form and substance acceptable to the Buyer at
its sole discretion. The warranty bond shall be in an available and undrawn amount equal to ten
percent (10%) of the Contract Price and shall expire not earlier than three (3) months after the
expiry of the Warranty Period, and where necessary, be extended to fully cover such period.
15. Modification/Changes. Except as specifically provided for in these Terms and Conditions,
no change, modification, amendment, waiver, renewal, rescission, termination, discharge
or abandonment of the terms of this Contract shall be binding unless made in writing and
signed by a duly authorized representative of the Buyer and Seller. The Buyer reserves the
right to give notice to the Seller to either increase or decrease the supply. Any adjustment
from the Seller shall be deemed waived unless it reaches the Buyer within seven days.
16. Suspension. The Buyer reserves the right to suspend the Seller’s performance of its obligations to
the Buyer, upon a ten days’ notice to the Seller. Seller shall cease the performance of supply, and
in the period of suspension, shall take care of any work in progress. Seller shall be solely
responsible for any of Seller’s loss or damage consequential to the suspension.
17. Termination. The Buyer may terminate or suspend, at Seller’s Cost, all or any part of the Supply
where the Seller fails to comply with any requirement or part of the Contract or where the Buyer
considers it necessary or desirable to do so. In the event of a termination, the Seller shall
immediately stop any further performance of supply, follow Buyer’s instructions, if any, assign to
the Buyer all rights in the supply, and deliver all applicable materials in the Seller’s care.
18. Intellectual Property. The Seller represents and warrants that all Supplies will not infringe any
patent, copyright or other intellectual property right. In the event an item is held to be in breach of
any IP right, the Seller shall, at its expense, procure the requisite permit to use the item, or procure
non-infringing items. The Seller shall indemnify and/or defend the Buyer from any claim and/or
damages from the breach of IP rights in and to the items. The Buyer shall not be held liable for
any breach of IP rights in and to the items.
19. Training and Spare Parts. Where the Term Sheet provides for training or operation and
maintenance manuals, the Seller shall provide such training and/or operation and maintenance
manuals as required.
20. Indemnity. The Seller shall be liable for, and shall defend, indemnify and hold harmless the
Buyer from and against, all claims, liability, loss, damage or expense arising out of the Seller’s
breach, non-compliance or negligent performance of any part of the Contract.
21. Limitation of Liability. Neither party will be liable for any special, indirect, incidental,
consequential or punitive damages (such as loss of profits, loss of goodwill, loss of use, loss of
data, business interruption, or other intangible losses) as a result of or in connection with the other
party’s breach of the terms of this agreement.
22. Force Majeure. Neither of the Parties shall be held responsible for the non-performance of any of
its obligations under this Contract if such performance has been suspended or rendered impossible
by the occurrence of a case of force majeure. Force majeure shall mean any unforeseeable,
irresistible event external to the Parties, which prevents either Party from performing its
obligations. The following are considered as force majeure: war, riot or revolution, natural
disasters, fire, explosions, government restrictions, pandemic.
23. Confidentiality. The Seller and its employees, office, directors, suppliers and
subcontractors, keep the terms, documentation, data, know-how and other information
relating to the Project, the business affairs of the Buyer, or any other party connected with
the Project, the finances, technology or processes that are disclosed to the Seller pursuant
to the Contract confidential and shall not provide a copy of the Agreement, or disclose the
terms thereof, to any third party without the prior written consent of the Buyer.
24. Assignment. The Seller shall not assign all or any part of the Contract without prior written
consent of the Buyer. The Buyer may at any time assign all or any part of the Contract to the
Owner or the Buyer's nominee.
25. Governing Law. The laws of SINGAPORE, excluding its conflicts of law rules, shall govern
these Terms and Your use of our services. The Seller disclaims and excludes the application of the
UN Convention on Contracts for the International Sale of Goods.
26. Dispute Resolution. Any Dispute shall be referred to and finally resolved by arbitration before a
sole arbitrator under the Rules of Arbitration of the International Chamber of Commerce (“ICC”),
which rules are deemed to be incorporated by reference into this clause. The place of arbitration
shall be in Singapore at the Singapore International Arbitration Centre. The language of the
Arbitration shall be English.
27. Severability. If any provision of these Terms is held to be unenforceable or invalid, such
provision will be changed and interpreted to accomplish the objectives of such provision to the
greatest extent possible under applicable law, and the remaining provisions will continue in full
force and effect.
28. Entirety. The Contract constitutes the entire agreement between the Parties. All prior agreements,
understandings, commitments, discussions, negotiations, quotations, proposal, and documents
pertaining to the Contract or the subject matter of the Contract, are superseded.
29. Waiver. Except as provided herein, the failure to exercise a right or to require performance of an
obligation under this Terms shall not affect a party's ability to exercise such right or require such
performance at any time thereafter, nor shall be the waiver of a breach constitute a waiver of any
subsequent breach.
30. Notices. Any notices under the Contract shall be delivered by telefax or registered post or agreed
email methods, and shall be in the English language.
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