Royal Plaza on Scotts


Between the Purchasor and the Supplier

(a) In these Terms and Conditions. unless the context other’VJlse requires
(I) “Delivery Date” means lhe date specified in the Purchase Order for the Goods to be delivered
(II) “Goods” means the goods (whether speCific or unascenamed) and parts or unils thereof 10 be supplied pursuant to the Purchase Order
(III) “Purchase Order” means the purchase order allnched 10 or Issued together with these Terms and Conditions
(IV) “Ptlrcnaser” means the entlly that Issues the Purchase Order
tv) “SpecificatIOns” means the descnptlons and speCificatIOns relalmg to Goods set out 10 the Purchase Order
(VI) “Supplier” means Ihe entity or person to whom the Purchase Order IS addressed
(VII) “Terms and ConditIOns” means these terms and conditions of purchase and all attachments, annexes and schedules herelo, If any
(b) Words Importmg the singular shall mclude the plural and vice versa
(c) The headmns are for convenience only and not for the purposes of interpretation
2 Effect of Ihese Terms and Conditions
(a) Wnllen Acknowledgment or commencement of performance by the Supplier of this Purchase Order, whichever occurs first. shall conslltute acceptance of thiS Purchase
Order for the Goods and all of the Terms and Conditions herem(thls ·Contract”)
(c) If there IS any outstandlOg IOformatlon which has not been furnished by Ihe Purchaser, Ihe Purchaser shall nol be obliged to accept or purchase the relevant Goods
ordered until such outstanding informatIOn has been furnished
(d) To the extent that there IS any mconslstency or connlct between the terms of the Purchase Order and these Terms and Conditions, the terms 10 the Purchase Order shall
prevail te the extent of such mconslstency or connlct
3 PnClIlg
The pncqs) to be charged for Goods supplied shall be the pnce(s) set out In the Purchase Order Such pnce(s) shall exclude the Goods and Services Ta)( chargeable for the
Goods under Ihe Good and Services Act (Cap 117A) (GST”) The Purchaser shall reimburse the Supplier any GST charged on the Goods Any other taxes and all costs 0/
packmg, delivery. shlppmg, customs and IOStlrance of Goods shall be borne by the Supplier
4 Purpose for which Goods are Remmed
(a) The Suppher IS deemed to have full knowledge of the purpose for which Goods are reqUired by the Purchaser (the “Purpose”) and acknowledges thatlhe Purchaser relies
on the Supplier’S skill and Judgement m supplYing the Goods
(b) The Suppller shall proVide the Purchaser with aU mstructlons relahng to the use or handling of Goods and shall where such Goods are pOisonous, hazardous. explOSive
dangerous or otherwise have to be handled With cam, prOVide relevant warnmgs relatmg to the same
5 Supply of Goods· Warrnnhes
The Supplier warrants each of the followlOg
(a) The Supplier shall proVide Goods (in the quanltty and to the SpeCIfications) for the conslderallon stated in the Purchase Order Goods shall be SUitable for Ihe Purpose
be of merchantable quality and conform 10 all respects to the SpeCIficatIOns to the satISfaction of the Purchaser,
(b) All Ihe Goods shall be (I) of good workmanship. (II) free from all defects in deSign. malenals, manufactunng or operaliOn (Including malfunctions). (III) of satisfactory
quality (IV) fit and suffiCient for Ihe Purpose, (v) conform 10 the SpeCifications. (VI) be compallble wilh the deSignated operalmg. storage or other usage enVifonment for
Goods, and (vii) free of all hens and encumbrances,
(c) Any software necessary for the operation of any Goods shall be embedded therein. or prOVided to the Purchaser together With allmstrllctlon manuals. user gUides and
other mfmmalion. materials or docllmen\allon relatmg to the operation and use of such software (“User Information”) The pnce of the Goods shall be deemed to mcludc
the poce of the relevant software and the User Information,
(dj Tile Supplier warrants that all mformalion. descnplions, speCIfications. drawmgs and dala publislled or otheN/lse given by the Supplier 10 relalion to Goods are true and
(e) The tiuppller shall ensure performance of lhls Contract and shall warrant that the use of any Goods shall not infringo any intellectual property nghts of any third party and
Ihe Supplier shall obtain. Without charge to the Purchaser. all licences or consent necessary for the proper use of Goods by Ihe Purchaser;
(I) The Supplier shall not be allowed to make any changes to the Contract unless Ihe Supplier’s proposed changes have been accepted 10 wnlmg 111 advance by Itle
Plirchase(s authorised representatIVe The Purchaser may. at any time, by written notice to the Supplier, order work suspensions or changes in quanllties, Speclficalions,
methods of delivery or olher aspects of the Contract Such changes shall be mutually agreed in writing as an amendmonl to the Conlract or in a new purchase order
Signed by both parties. and
(g) Tile Supplier shall ensure the Goods shall be supplied and performed in compliance With the Workplace Safety and Health Act (Cap 354A). the nssoclated regulntions
and any other applicable health and saroty legislation (collectively “Health and Safety Laws”), and thai it shall oxecute any documents required by the Purchaser 10
confirm such compliance w!lh the Health and Safety Laws. and/or othervllse demonstrate 10 the salisfac!lon of the Purchaser that !t has complied with the Health and
Safety LaVIS
In the event the Supplier breaches any of the fOfGgomg warranties, the Supplier shall. at the Purchaser’s oplfon, repair or replace the Goods or ful!y refund the amount paid
therefor Within 7 days of the Purchaser’s request for the same The Supplier WII! bear all nsks and costs In relalion to Ihe repair or replacement of the relevant Goods This
warranty 1’I1a1l subSist for a penod of at teast 12 monlhs commencing from the Delivery Date The Purchase(s remedies herein do not derogate from the Purchaso(s ability to
terminate the Contract pursuant to Clause 14
G OelivCHY
(a) Goods ordered shall be dehvered 10 the delivery iocatlon(s) stated In the Purchase Orders (the ‘place of delivery’) on or before the Delivery Date In the manner slated In
tile Purcluse Order Unless delivery by Ulslalments!s expressly stated In Ihe Purchase Order. there shall be deemed to be a single and indiViSible Contract
(b) The Purchaser shall be enhtJed to a reasonable opportunity of Inspectmg and examining the Goods to ascertalll wl1ether they conform to IIle SpeCificatIOns and shall be
enlilled. If the Purchaser so reqUIres, 10 subject Ihe Goods to an acceptance or other applicable test (or a senes of such tests) (“Tests”) for the purposes of venfylllg that
the Goods meet the SpeCifications Any such Inspection examlOahon nnd Tests may be conducted by the Purchaser w!thm a period 0130 days from the Delivery Date
(c) Without prejudice to any other nghts of the Purchaser. Ihe Purchaser may reject any Goods or pan thereof which fOil to conform to the Specifications at any lime
Compllilnce wllIllaw$
The SuppfJer sllall comply wllh all applicable laws, regulations and other reqUIrements In relation 10 the manufacture, packaging, packtog and delivery of Goods If Goods
supplIed are cllemicals. bIOmedical products. reagents, bIOlogical matenals or other Similar products. the Supplier shall ensure compliance With all applicable legislation to
Singapore Ulcluding the Corrosive and ExplOSive Substances and Offensive Weapons Act (Cap 65), the E)(ploslVe Substances Act (Cap 1001, the Hazardous Waste (CoOlrol
of Expon, Import and Trnnslt) Act (Cap 122A) and the POisons Act (Cap 234)
The Purchaser shall have a credit term 01 a mlilimum of 30 days from the date of receipt of the Supplle(s InVOice In which to render paymeOl for Goods supplied Unless
otherv{lse agre\<d, all payments sholl be made 10 Sillgapore Dollars All bank charges and other costs and expenses incurred Ul conneclion wllh any payment sh<ll! be borne by
the Supplier
9 Q..!lli!.y
Time ~ha!l be of the essence for the performance of thiS Contract
10 Indemnity
The Supplier shall mdemnlfy and hold the Purchaser {and its officers. agents and employees} harmless from and agalOst all cltlIms, costs (lilcludlllg attorneys’ fees). expenses
losses, damages, liabllit!es. liens, obhga\lons, causes of action, or SUits suffered by the Purchaser and which anse from or are connected in any way With any act or omiSSion
Wilful default e’ misconduct of the Supplier or a breach of Ihls Contrnct by the Supplier
11 Cancellalion of the Purchase Order
The Purchaser may cancel such Purchase Order at any lime before the period of 7 days prior to the Delivery Date WIthout any further obligation or liability 10 the Supplier
12 GiftS Inducements and Rewards
Between the Purchasor and the Supplier
The Purchaser may terminate this Contract and recover any loss mcurred thereby from the Supplier If the Supplier has or may be deemed to have committed. abetted or
attempted to commit an offence under Chapter IX of the Penal Code (Cap 224) or the Prevention of Corruption Act (Cap 241)
13 Aoplicable Law
{a} This Contract shaH be governed by the laws of Smgapore and tile parties submit to the non·excluslve Junsdlclion of the Smgapore courts
(b) The applicallan of the UnIted Nallans Convenhon on Contracts for the Internahonal Sale of Goods 19aO to the Purchase Orders and these Terms and Condilions IS hereby
14 T ermmahon
(a) The Purchaser may, at any lime. by I’Inllen notice lenTImate the Contract in Its entm:ty or any portion thereof without penaHy or expense to Supplier
(I) before the Supplier’s acknowledgment of the Purchase Order pursuant to Clause 1 above,
(II) ,f the Suppher commits or IIlreatens to commit any breach of thiS Contract and If such breach IS remediable, falls to remedy the same within 7 days after nohce to
remedy tho same from the Purchaser,
(III) If the Supplier unreasonably withholds Its consent to changes made pursuant to Clause 5(1) above. and
(IV) If the Supplier suspends or discontinues ItS business or sells or otherwise disposes of all or a substantml part of its assets or makes an arrangement with !Is creditors
IS subject to a JudiCial management order is msolvent or goes Into liquidatIOn (otherWise than for the purpose of a reconstruction or amalgamation)
(b) Upon the termination of this Contract
(I) the Purchaser may engage other suppliers to obtamlhe Goods The Supplier shall mdemnlfy the Purchaser for all addl\lonai costs mcurred thereby,
(II) tile Purchaser may Withhold payment of monies payable to the Supplier unlil all Goods have been received and Ihe damages payable 10 the Purchaser aflslng from
tennlnatlon are quanhlied, If the aggregate amount of such damages exceeds the mOnies payable to the Supplier for the Goods, such excess amount shall conshlute
a debt by the Supplier to the Purchaser. and
{HI} any termination shall not affect the accrued nghls of the Purchaser pnor to the termination
15 Intellectqal Property RIghts
If Goods mclude software, documentation or any other mteUectual property. the Supplier grants \0 the Purchase a non·excluslve, royalty-free, worldWide licence to use, Import,
reproduce and dlstnbute such Intellectual property for Purchaser’s mternal use which shall mclude the Purchaser’s affiliates and for third parties to use and reproduce the same
for Purchaser’s internal use
16 Confldenlinhty
My propneta;y mformation which is prOVided by the Purchaser to the Supplier III connectIOn With thiS Contract shall not be used, explOited or divulged save for the fulfilment of
this Comract or With the pnor wnllen consent of the Purchaser ThiS clause shall sUrVIve the lermmatlon of the relationship betwcon the Purchaser and the Supplier and the
fulmment of the Contract
17 Asmgnment
The Supplier may not charge, assign, subcontract or otherwise transfer any of liS rights, benefits or obligatIOns hereunder m whole or In part Without the poor wntten consent of
the Purchaser The Purchaser may, at any time, assign or othelwlse tmnsler its rights. benefits or obligations under thiS Contract
18 No Third Party RlQhts
Unless othlllwise expressly stated In thiS Contract a person who IS not party hereto shall !lave no nght under the Contracts (Rights of Third Parties) Act (Cap 538) to enforce
any of the terms Ilerem
19 Passing 01 Title and Risk
Title to and fisk 1!1 Goods shalt pass to the Purchaser UpOIl the dellvCly to and receipt of the Goods by the Purchaser tf payment IS made for Goods pnor to delivery _ title to the
Goods shaH pass to the Purchaser on the date of such payment
20 Withholdlllg Taxes
in the event that VlIUlhQldl!1g taxes arc Imposed by the Smgapore government on any payments made under thiS Contract the Supplier shall bear all such wlthhofdmg taxes
and the Purchaser shall deduct such taxes from payments due to the Supplier and forward the balance to the Supplier Without any obhgalion to gross up such payment or pay
the Supplier any amount so wilhheld If the Supplier requests the Purchaser shall submit to tho Supplier eVidence of payment of such wlthholdmg tax as soon as pOSSible
21 Expor1 Control R()QUlrcments
The Supplier shall I!1form the Purchaser Hnmodlatoly wheth!:r there IS a reqUirement for the Purchaser to furnish end-user certlncates or statements or to enler Into sepamte
agreement[s) with the Suppher to sa~sfy export reqUifemellls of the Supplier’s or any foreign government In the event of such reqUirement and the Purchaser IS unable to
comply With the same_ the Purchaser shall have the right to cancel the Purchase Order Without any fur1her obligallon or liability to the Supplwr
22 Term Contracts
Where a Purchase Order (the “First Purchase Order”) includes supply of Goods for a term
(a) the pnce{s) to be charged for Goods supplied dunng the term shall be the price{s) set out in the First Purchase Order,
(b) Itle Purchaser may issue subsequent Purchase Orders dunng the term from lime to time (and the Supplier shal! accept such Purchase Orders) for the supply of Goods at
the price set out the First Purchase Order, and the First Purchase Order and aU subsequent Purchase Orders shall conshtule the Contract. and
tc) thiS Contract shall come mto force on the date of the First Purchase Order and shal! continue in force for Ihe (erm agreed to in the First Purchase Order
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