This purchase order is an offer by the company identified on the face of this purchase order (the "Purchaser" also herein known as TACHub Systems (Asia) Pte Ltd) for the purchase of the goods (the "Goods") or services (the “Services”) specified, from the party to whom the Purchase Order is addressed (the "Supplier") in accordance with and subject to these terms and conditions (the "Terms"; together with the terms and conditions on the face of the Purchase Order, the Order"). This Order will be deemed accepted by the Supplier upon the first of the following to occur: (a) Supplier making, signing, or delivering to Purchaser any letter, form, or other writing or instrument acknowledging acceptance; (b) any performance by Supplier under the Order; or (c) the passage of seven (7) days after Supplier’s receipt of the Order without written notice to Purchaser that Supplier does not accept. This Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order, unless a separate overriding written contract has been entered into and signed by the parties. The Order expressly limits Supplier's acceptance to the terms of the Order. These Terms expressly exclude any of Supplier's terms and conditions of sale or any other document issued by Supplier in connection with this Order.
Goods processed and supplied against this order must be properly packed and dispatched conforming to special instructions, if any, given for safe transport by road/rail/air/water to the specified destination. In case of dangerous goods, the Supplier shall submit details of packing and transportation plan to Purchaser for confirmation prior to shipment.
Purchaser shall only make single full payment according to the order upon receipt of all goods which conform to specification and without defects. There shall be no partial payment for partial shipment made by the Supplier. Payment of service or goods delivered, provided they are not rejected by the Purchaser shall be made as per the terms stated in the order. The price of the Goods or Services is the price stated on the face of this Order (the “Price”). Supplier shall invoice Purchaser for the Order within thirty (30) days of delivery. Unless otherwise stated in the Order, Purchaser shall pay all properly invoiced amounts due to Supplier within sixty (60) days after receipt of such invoice, except for any amounts disputed by Purchaser. The parties shall seek to resolve all such disputes expeditiously and in good faith. Supplier shall continue performing its obligations under the Order notwithstanding any such dispute. Without prejudice to any other right or remedy, Purchaser reserves the right to set off any amount owing to it by Supplier against any amount payable by Purchaser to Supplier. Payment of an invoice is not evidence or admission that the Goods or Services meet the requirements of the Order.
The Supplier shall indemnify and keep the Purchaser, its Director, Employee and respective customers indemnified against all losses or damages arising from any infringement of any patent in respect of any goods processed and supplied by the Supplier against this order. In addition, all litigation costs, if any, suffered by the Purchaser as a result of any patent suit shall be reimbursed to the Purchaser by the Supplier forthwith.
All Goods supplied are covered by such warranties as are specified by the manufacturer and supplied subject to the product standards detailed by the manufacturer.
Purchaser reserves the right to inspect the Goods on or after the Delivery Date. Purchaser, at its sole option, may reject all or any portion of the Goods if it determines the Goods are defective or nonconforming. If Purchaser requires replacement of the Goods, Supplier shall promptly replace the nonconforming Goods. If Supplier fails to timely deliver replacement Goods, Purchaser may replace them with goods from a third party and charge Supplier the cost thereof and terminate this Order.
Supplier warrants to Purchaser that for a period of eighteen (18) months from the Delivery Date, all Goods, Services or Goods furnished in connection with Services will: (a) be new and free from any defects in workmanship, material and design; (b) conform to applicable specifications; (c) be fit for their intended purpose and operate as intended; (d) be free and clear of all liens, security interests or other encumbrances; and (e) not infringe or misappropriate any third party's intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Purchaser's discovery of the noncompliance. If Purchaser gives Supplier notice of noncompliance, Supplier shall, at its own cost and expense, promptly replace or repair the nonconforming Goods or Services.
The Supplier shall be bound to repair/replace free of cost any materials/goods/assets/services processed and supplied by him, which become defective due to faulty design, material or workmanship or any other reason within eighteen (18) months from the date of completion of final installation & commissioning or twenty -four (24) months from the date of delivery whichever is earlier.
The Purchaser reserves the right to cancel this order or any portion thereof if supplies do not conform to the specifications and/or if deliveries are not made as stipulated. Delivery date, herein, are stated as two (2) to four (4) weeks upon date of the order. The decision of the Purchaser as to whether the supplies conform to the specifications and, or deliveries are made as stipulated, shall be final and binding on the Supplier. In addition, the Purchaser shall have the right to purchase/avail the goods/services ordered or any part thereof from other sources on the Supplier’s account, in which case the Supplier shall be liable to pay the Purchaser not only the difference between the price at which such goods have been actually purchased and the price calculated at the rate set out in this order, but also any other loss or damage the Purchaser may suffer.
8. Change Order
Purchaser may, from time to time, initiate changes and revise Purchase Order by issuing to Supplier written notices that alter, add to, or deduct from the Goods or Services, but that are otherwise subject to the Terms of this Order. Supplier will promptly comply with the terms of any Change Order.
In addition to other rights and remedies the Purchaser may have, the Purchaser may terminate this order in case of breach of any terms and conditions of this order by the Supplier. However, provided that Supplier’s breach is capable of remedy, Purchaser’s right to terminate is subject to the proviso that such breach has not been remedied by the Supplier within a reasonable grace period set by the Purchaser.The Purchaser shall be entitled to terminate this order by giving thirty (30) day notice to the Supplier in that behalf, without assigning any reason therefore. All the obligations undertaken prior to such termination shall survive.
10. Service Order
It is agreed by and between the parties that in the event of the job being a service contract, these Terms and Conditions shall be applicable to the same mutatis mutandis. Service level agreements, if applicable, will be as specifically mentioned in the body of the Purchase Order. Any Supplier that may perform Services represents itself as qualified and able to perform. Supplier shall perform Services pursuant to the industry standard of care. Supplier will report immediately to Purchaser any event or circumstance which Supplier knows or reasonably suspects is, or results from, a violation of Purchaser’s policies or law set forth herein. Supplier will, at its sole cost and expense, repair or replace any real or personal property belonging to Purchaser that Supplier, its employees or agents may damage, destroy or remove while performing or result from performing this Order.
11. Data Privacy
In the course of Purchaser’s dealings with Supplier, Purchaser may collect personal information of the Supplier, its employees, directors and officers. The Purchaser may disclose and transfer personal information of the Supplier, its employees, directors and officers to regulators and to its customers, suppliers, contractors, employees, service providers and affiliated companies. Supplier, its employees, directors and officers may access and seek correction of personal information held by Purchaser about them upon written request. The purpose of such data collection, use, disclosure and transfer of such personal information is to enable the Purchaser to comply with the law and to conduct its business including without limitation supply of equipment and services to its customers; processing the purchaser order; making payments; maintaining and analysing its vendor data base; and to perform credit, compliance and other checks. Supplier consents to the Purchaser collecting, using, disclosing and transferring such personal information as outlined above.
Without limiting any other remedy of the Purchaser, the Supplier shall at its own expense, defend, indemnify and hold harmless the Purchaser its directors, officers, employees, agents and customers from and against any and all loss, cost, expense, damages, claims, proceedings, actions, demands or liability, including legal counsel fees and expenses, incurred or suffered by the Purchaser resulting from bodily injury, sickness, disease, or death of persons, or damage to property arising out of or in connection with the Supplier’s performance of this order.
13. Force Majeure
The Purchaser shall be under no liability for failure to accept the deliveries of goods, if such acts of failure are due to any act of God, fire, earthquake, floods, or any natural calamities or transportation embargoes, civil commotion, riots, violence, acts of terrorists, state enemies, or any other similar reasons or circumstances beyond the control of the Purchaser. Such occurrences shall be informed in writing by the Supplier.
14. Liquidation damage
It is acknowledged that the Supplier’s failure to achieve delivery and standard of good/services as specified above will cause Purchaser to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery of actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages for such delay, the Supplier agrees that liquidated damages may be assessed and recovered by Purchaser as against Supplier, in the event of delayed completion and without Purchaser being required to present any evidence of the amount or character of actual damages sustained by reason thereof; therefore Supplier shall be liable to Purchaser for payment of liquidated damages in the amount of One Thousand United States Dollars (US$1,000) for each day that delivery is delayed beyond the specified delivery date as adjusted for time extensions of a further 2 weeks. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty, and supplier shall pay them to Purchaser without limiting Purchaser's right to terminate this agreement for default as provided elsewhere herein.
15. Governing Law and Venue
All matters arising out of or relating to this Order shall be governed by and construed in accordance with the laws of the Republic of Singapore. This agreement shall be governed by and interpreted and enforced in accordance with the laws of the Republic of Singapore applicable therein without reference to rules governing choice of laws. any action relating to this agreement must be brought in Singapore and you irrevocably consent to the jurisdiction of such courts.
All notices, consents, claims, demands, waivers and communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (return receipt requested, postage prepaid). A Notice is effective only upon receipt of the receiving party, and if the party giving the Notice has complied with the requirements of this Section.
17. Inconsistent Terms
The terms found on the face of this Order shall govern over the terms and conditions herein. Any separate written overriding agreement signed by both parties shall govern over the terms of the Order.