Effect of these Terms and Conditions
- No terms contained in any document issued by the Supplier or stated by the Supplier orally or in writing shall be binding on the Buyer or form any part of this agreement between the Buyer and the Supplier (this “Agreement”), unless agreed to by the Buyer in writing.
- Where there is a separate contract between the parties hereto, this Order shall be subject to the terms In the event of any conflict or inconsistency between these Terms and Conditions and the separate contract, the separate contract shall prevail.
- No services or goods are to be delivered or performed without a duly authorized purchase order from the Buyer.
- The Buyer shall pay the Supplier for the goods and services (where applicable) in accordance with the payment schedule specified in this Order.
- Subject to the Buyer’s satisfaction as to the goods and/or services delivered or performed, the Buyer shall make payment on the Supplier’s invoice within provided that prices on the Supplier’s invoice are in accordance with prices specified in this Order (or subsequent alterations agreed by the Buyer in writing) and such invoice is issued in compliance with the payment schedule specified in this Order.
Representations, Warranties and Remedies
- The Supplier represents, warrants and undertakes:
- that it has all the necessary consents, permits and licenses to enter into and perform its obligations under this Agreement;
- that it is aware of and shall comply with the Supplier Code of Conduct of Cuscaden Peak Investments Private Limited and its subsidiaries and related corporations, as published on cuscadenpeak.com, as may be amended from time to time;
- that the services performed and/or the goods delivered (including the manufacture, use and sale thereof) does not infringe or misappropriate any trade secret, patent, trademark, copyright, intellectual property rights or other rights of any other person;
- in relation to any goods delivered that: (a) the goods are genuine, free from defects, of merchantable quality and fit for their intended purposes; (b) upon delivery to the Buyer, the goods are free from any charge or other encumbrance whatsoever; and (c) the goods conform in all respects to the Buyer’s specifications;
- in relation to any services stipulated in this Order, (a) to perform such services (including without limitation any related services not specifically described but are reasonably required for the stipulated services) (collectively, the “Services”) with due care, skill and diligence and in compliance with industry standards, statutory and regulatory requirements and requirements stipulated by the Buyer from time to time; and (b) to provide and maintain all necessary tools, materials and equipment to perform the Services at no additional cost to the Buyer; and
- to complete all forms and provide all information required by the Buyer within the time stipulated by the Buyer
- The Buyer reserves the right to reject any goods which are not delivered within the time stated in this Order or in the correct quantity, or which do not comply with Clause 6(iv), in which event the Buyer has the right to require the Supplier:
- to pay, within 7 days of the Buyer’s demand, all monies paid by the Buyer to the Supplier for the rejected goods together with all costs and expenses incurred by the Buyer in returning such goods and obtaining goods in substitution of the rejected goods; or
- to replace such non-conforming goods at the Supplier’s own expense within the time stipulated by the Buyer, and pay, within 7 days of the Buyer’s demand, all costs and expenses incurred by the Buyer in relation to the replacement of such non-conforming goods.
- Any initial inspection performed by the Buyer of the goods at the time of delivery is a conditional acceptance and does not constitute a waiver of the rights of the Buyer under Clause Ownership of the goods shall pass to the Buyer upon delivery without prejudice to any rights of the Buyer under Clause 7. No payment for any goods delivered shall be construed as acceptance by the Buyer that such goods comply with this Agreement, nor shall it relieve the Supplier from its obligations under this Agreement.
- All goods are to be delivered free of packing, crating, delivery and other charges unless otherwise specified in writing by the Buyer.
- Notwithstanding anything to the contrary in this Agreement and to the fullest extent permitted by law, the Buyer shall not be liable for any injuries, demands, claims, actions, liabilities, losses, damages, fines, penalties, costs or expenses (collectively, the “Claims”) however caused arising directly or indirectly out of or in connection with the rejected goods being stored temporarily in the Buyer’s All costs and expenses for such temporary storage shall be borne and paid by the Supplier to the Buyer within 7 days of the Buyer’s demand.
- In the event that that the Buyer determines that the Services or any part thereof have not been performed in accordance with this Agreement and/or the Buyer’s requirements, the Buyer shall be entitled to require the Supplier to carry out rectification to the Buyer’s satisfaction without additional cost to the If the Supplier does not make the necessary rectification or perform the Services in full to the Buyer’s satisfaction, the Buyer has the right to engage another supplier to perform the Services and all additional costs and expenses incurred as a result thereof shall be paid by the Supplier to the Buyer within 7 days of the Buyer’s demand.
- Any rejection of goods or services shall be without prejudice to the Buyer’s rights and remedies against the Supplier for any Claims howsoever arising which the Buyer may suffer or sustain arising out of or in connection with the Supplier’s breach of this Agreement.
- Subject to reasonable confidentiality obligations, the Buyer will have the right to audit and inspect the records and facilities of the Supplier and the Supplier’s agents, representatives and subcontractors used in performance of the Agreement or relating to the goods or services to the extent reasonably necessary to determine the Supplier’s compliance with the Agreement. The Supplier will provide the Buyer or its third-party designee conducting the audit or inspection with reasonable assistance, including without limitation access to buildings, appropriate personnel and work space. The Buyer’s audit/inspection, or failure to conduct any audit or inspection, will not release the Supplier from any of the Supplier’s obligations.
Term and Termination
- Subject to any other provision to the contrary in this Order or this Agreement, this Agreement shall commence from the date of acceptance of this Order until the parties hereto have fulfilled their obligations under this Agreement.
- The Buyer may terminate this Agreement by giving 1 week’s prior written notice to the Supplier (or such other notice period as the Buyer may inform the Supplier in writing) without assigning any reason whatsoever and without any liability.
- The Buyer may terminate this Agreement immediately by written notice to the Supplier if:
- the Supplier commits any breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to remedy the same within seven (7) days after receipt of a written notice specifying the breach and requiring it to be remedied; or
- the Supplier becomes insolvent or bankrupt, has a receiver or judicial manager appointed over the whole or any part of its assets, enters into a compound with its creditors, or has an order made or resolution passed for it to be wound up (otherwise than in furtherance of a scheme of amalgamation or reconstruction).
- Any expiry or termination of this Agreement shall not affect any accrued rights or liabilities of either party as at the date of expiry or termination.
Undertakings, Liabilities and Indemnities
- Notwithstanding anything to the contrary in this Agreement and to the fullest extent permitted by law, the Buyer shall not be liable for any indirect, special, incidental, consequential, or punitive losses however caused arising directly or indirectly out of or in connection with this Agreement (whether for breach of contract, tort or other cause of action) and irrespective of whether the Buyer has been advised of the possibility of any such loss.
- The Supplier hereby agrees to fully indemnify and hold harmless the Buyer, the Buyer’s related corporations and the directors, officers and employees of the Buyer or the Buyer’s related corporations (collectively the “Indemnified Parties”) at all times against any Claims howsoever arising which any of the Indemnified Parties may suffer or sustain arising out of or in connection with this Agreement or any non-compliance by the Supplier or the Supplier’s directors, officers, employees, subcontractors or agents (collectively the “Supplier’s Representatives”) of any applicable laws or statutory or regulatory requirements.
- The Supplier hereby undertakes to ensure that:
- the Supplier’s Representatives comply with all applicable laws and statutory and regulatory requirements including, but not limited to, the Immigration Act and the Employment of Foreign Manpower Act and any subsidiary legislation made thereunder; and
- all employees deployed to perform the Services are competent and qualified to perform the Services and shall take all reasonable measures to ensure that such persons are healthy and of good conduct.
- If the Buyer’s business or any relevant part thereof is suspended, interrupted or restricted as a result of any strike, lockout, industrial dispute, war, riot, civil disorder, fire, explosion, flood, epidemics, accident, plant breakdown, intervention of government or other authority or any other cause beyond the Buyer’s reasonable control, the Buyer shall be entitled to postpone, reduce or cancel the delivery of goods and the performance of service during any such period of suspension, interruption or restriction provided always that either the Buyer or the Supplier shall be entitled by giving notice in writing to the other to terminate the Agreement in the event that such period of suspension, interruption or restriction continues for six (6) weeks or more provided such termination shall be without prejudice to any accrued rights of either party.
- The Supplier represents, warrants and agrees that the Supplier and the Supplier’s Representative:
- are in compliance and will remain in compliance with all applicable anti-bribery laws including but not limited to the Prevention of Corruption Act 1960, the Penal Code 1871, the UK Bribery Act 2010 and the US Foreign Corruption Practices Act (collectively, “Anti-Bribery Laws”); and
- prior to entering into this Agreement has not, and shall not during the term of this Agreement, give or offer to give or authorize to give to any person, or request or accept or authorize the request or acceptance of, directly or indirectly, any gratification, including any gift or consideration of any kind, facilitation payments, or anything of value (including but not limited to cash, cash equivalents like gifts, services, employment offers, loans, travel and entertainment, charitable donations, sponsorships, business opportunities, favorable contracts or giving anything even if nominal in value) as an inducement or reward for doing or not doing, or for having done or not done any action or for receiving an improper or unfair advantage in relation to this Agreement.
Further, the Supplier shall immediately give written notice to the Buyer upon a breach, or suspected breach of any of its obligations under this Clause 22.
- The Supplier shall treat the contents of this Agreement as confidential and shall not disclose or permit to be disclosed to any other person, or use or permit to be used, any particulars of this Agreement and any documents and information produced or received by the Supplier pursuant to or in relation to this Agreement in any way except where necessary for the purposes of performing its obligations under this Agreement or with the prior written consent of the All information and documents supplied by the Buyer to the Supplier shall, immediately upon the Buyer’s request, be returned to the Buyer.
- The Supplier agrees to abide by the Personal Data Protection Act 2012 and the regulations thereunder, as may be amended from time to time (“PDPA”), in the performance of its obligations under this The Supplier further represents and warrants that every Supplier’s Representative whose personal data has been or will be provided to the Buyer for the purposes of the Supplier performing its obligations under this Agreement has been notified of and consented to the collection, use and disclosure of their personal data for this purpose, and that the Supplier is authorized on behalf of such persons to provide such personal data for the purpose of the Supplier performing its obligations under this Agreement.
- The Supplier shall not assign, transfer or sub-contract any of its rights or obligations under this Agreement to any other person without the prior written consent of the Buyer.
- The Buyer may, by giving the Supplier at least one week’s notice, assign all of its rights and interests under this Agreement to a related entity of the Buyer (the “Transferee”) without the consent of the Without prejudice and in addition to the right set out in the foregoing sentence, the Buyer may, by giving the Supplier at least one week’s notice (the “Notification”), transfer and/or novate all of its rights, interests, obligations and liabilities under this Agreement to the Transferee, and the Supplier shall not withhold its consent thereto. For the avoidance of doubt, the Supplier hereby consents to (a) the assignment of all rights of the Buyer under this Agreement to the Transferee, (b) the assumption by the Transferee of all liabilities of the Buyer under this Agreement, (c) the release of all obligations of the Buyer under this Agreement, and (d) the Transferee taking the place of the Buyer as if it were named in this Agreement as a party thereto in place of the Buyer, in each case with effect from such effective date as may be informed in the Notification.
- This Agreement sets out the entire agreement of the parties hereto and supersedes all prior communications, agreements and understandings relating to its subject matter, whether oral or written.
- Any amendment or variation to this Agreement is not effective unless it is in writing and signed by the parties hereto.
- All indemnities and confidentiality obligations under this Agreement shall survive any expiry or termination of this Agreement.
- Except for the Indemnified Parties, which the Supplier agrees may rely on and enforce any of the terms of this Agreement as if it is a party hereto, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of this Agreement. No consent of any third party is required for any variation or termination of this Agreement.
- This Agreement shall be governed by and construed in accordance with the laws of Singapore and the parties hereto agree to submit to the non-exclusive jurisdiction of the courts of Singapore.