These Terms and Conditions shall apply to all contracts between Seller and Buyer.
Buyer has read and understands these Terms and Conditions and agrees that Sellers’ written acceptance of or its performance in relation to a Purchase Order shall constitute Buyer’s acceptance of these Terms and Conditions.
All Purchase Orders are subject to these terms and conditions and all additional terms and conditions presented on or accompanying an Seller Quotation or Seller Order Acknowledgement. In the event Buyer uses their own purchase order, Seller specifically rejects and Buyer disclaims all terms and conditions set out in that said purchase order. In the event the Seller and Buyer executes a separate and independent contract in writing relating to the Materials and/or Services purchased/performed, then the terms and conditions of such contract shall supersede any conflicting terms and conditions set forth herein or in any issued Quotation or Order Acknowledgement. Except as set forth above, these Terms and Conditions, together with the Quotation and Order Acknowledgement shall constitute the entire agreement between Seller and Party with respect to any Purchase Order and the purchase of the Materials and/or performance of the Services hereunder. These Terms and Conditions supersede any prior or contemporaneous agreements or representations, written or oral. Seller reserves the rights to amend these Terms and Conditions from time to time and the same shall be binding on Buyer.
1. DEFINITIONS AND INTERPRETATION
1.1 In this document, unless the context requires otherwise, the following terms shall be defined as follows:
- “Buyer” means the party which issues a Purchase Order or on whose behalf a Purchase Order is issued or who accepts the Quotation.
- “Contract” means a written agreement executed by and between Seller and Buyer for the purchase of Materials and/or performance of Services by Seller.
- “Delivery” means the date of Buyer’s receipt of Materials or completion of the performance of Services at Buyer’s designated location.
- “ESPL” means Ectivise Solutions Pte Ltd
- “Materials” means the Products and if applicable, the accompanying Standard Software.
- “Order Acknowledgement” means a document furnished by Seller acknowledging the receipt of Buyer’s order in Purchase Order and Seller’s agreement to sell the Materials and/or perform the Services as stated therein and under the Terms and Conditions stated herein.
- “Products” means all equipment of Seller’s design and/or its Supplier’s equipment offered for sale by Seller to Buyer, but does not include Standard Software.
- “Purchase Order” means Seller’s prescribed purchase order form for the acquisition of Material and/or performance of Services.
- “Quotation” means either Seller’s quotation to sell Materials and/or performance of Services on Seller’s document that provides a summary of Materials to be sold with its unit and total price and/or the Statement of Work and pricing corresponding to the performance of Services.
- “Seller” means ESPL, its designated affiliates, agents, associates or sub- contractors, where applicable.
- “Services” means various types of services as provided by Seller to Buyer, including without limitation, training, maintenance services, on-site support, applications engineering, site engineering and installation. Services do not include Materials.
- “Shipment Date” means the date on which Seller has scheduled shipment of the Materials to Buyer.
- “Standard Software” means a set of instructions, which allows hardware or non-intelligent Products to store, manipulate and/or process information. Standard Software is licensed by Seller separately or as part of a Products’ sale..
- “Statement of Work” means Seller’s document which describes in detail the work or Services to be performed and any Materials to be supplied by Seller.
- “Supplier” means ESPL’s suppliers and manufacturers.
1.2 In this document:
- headings are for convenience only and do not affect interpretation;
- the singular includes the plural and vice versa; and
- reference to a party means Seller and Buyer exclusively.
2. ACCEPTANCE OF PURCHASE ORDERS
2.1 Acceptance of Purchase Order is carried out as follows:
- Buyer shall issue Purchase Order for purchase of Materials to Seller. Seller will issue its written Order Acknowledgment in respect of that Purchase Order.
- Buyer’s acceptance of Quotation as evidenced by an authorized signature and official company stamp from the Buyer. No Order Acknowledgment from the Seller will be required in this case.
2.2 Acceptance of a purchase order by Seller is expressly limited to the terms of the Purchase Order, the Quotation and to these Terms and Conditions. Any additional or different terms and conditions are expressly excluded and shall not form part of any Contract. Each contract for Materials and/or Services pursuant to Clause 2.1 will constitute a separate and individual Contract.
2.3 Subject to Seller’s written consent, Buyer can amend or vary a Contract in any respect including, but not limited to specifications, drawings, designs, construction, date and place of delivery, packaging, quality, quantity and means of shipment. Seller will evaluate the consequences of such change including, but not limited to, any increase or reduction in the cost to Seller at their standard rates or any delay of delivery, and shall inform Buyer of such fact. Seller’s performance of Buyer’s request shall commence only upon the issuance of a new or amended Purchase Order with Order Acknowledgement authorizing the payment of any additional cost to Seller.
2.4 In the event that any such amendment results in Seller compiling stock which is no longer suitable for use by Buyer in series production, Buyer will reimburse the costs actually incurred by Seller in relation to:
- finished Products, semi-finished Products and related raw materials, for which Calls for Delivery have been issued for a delivery date within one (1) month after receipt of Buyer's request for the amendment,
- finished Products, semi-finished Products and raw materials included in abuffer stock, which has been required by Buyer in writing, Provided in all cases that Seller is unable to find an alternative use or buyer and save as otherwise agreed by the parties.
2.5 Any modification of the Products shall require the prior written consent of the Seller.
2.6 The Seller may terminate the Contract immediately by written notice to the Buyer, if the Buyer shall:
- commit a breach of the Contract, which is not (in the opinion of the Seller) capable of remedy,
- commit a breach of the Contract, which is capable of remedy and fail to remedy the same within fifteen (15) days of a notice from the Seller specifying the breach and requiring it to be remedied;
- Buyer makes an assignment for the benefit of creditors, is unable to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated to be a bankrupt or an insolvent debtor; files a petition seeking for itself any reorganization or consents to or acquiesces in the appointment of a trustee, receiver or liquidator;
- Buyer ceases doing business as a going concern or it or its shareholders take any action looking to its dissolution or liquidation; or
- any change occurs in the direct or indirect ownership of Buyer, if in Seller’s opinion, such change may be detrimental to Seller’s interest hereunder.
2.7 Termination of any Contract under this Clause 2 shall be without prejudice to the accrued rights of the Seller against the Buyer and shall not affect the coming into or continuance in force of any provision which is expressly or by implication to come into or to continue in force after such termination.
3. PRICE OF MATERIALS AND SERVICES
3.1 The price for Material and Services are based on Seller’s published list prices in effect at the time of Seller’s receipt of Purchase Order, unless otherwise set forth in the Order Acknowledgment, or a valid Quotation accepted by Buyer, Statement of Work or proposal. A Quotation, Statement of Work or proposal is valid for a period of thirty  days from the date of its issue. Errors or omissions in price are subject to correction by Seller.
3.2 All published list prices are subject to change by Seller from time to time without notice. Seller retains all rights to change, vary and modify the supply of Materials and/or Services, and may discontinue any supply of Materials and/or Services at its sole discretion.
4. PRICE ADJUSTMENTS
4.1 The price of Materials and/or Services under a Contract may be subsequently adjusted by Seller to reasonably reflect the adverse cost impact on Seller arising from any of the following:
- any changes and delays caused by the Buyer;
- any legal/regulatory changes which occur after the issuance of the Quotation and/or Statement of Work for the supply of Materials and/or performance of Services in question; and/or
- Buyer’s failure to perform its obligations under Clause 5 below.
4.2 In such event, Seller will provide Buyer with a written notice setting out the reasons for a price adjustment within a reasonable period of time after Seller becomes aware of such event. The parties will then determine, in a commercially reasonable manner, the price adjustment that is appropriate. Pending such agreement, Seller will continue to supply the Materials and/or perform the Services under the existing Contract for ten  business days or such further period of time that may be agreed in writing by the parties, unless
- Buyer has failed to pay amounts due to Seller as and when they fall due;
- an event specifically identified in the Order Acknowledgment, Quotation and/or Statement of Work permitting suspension or termination of the delivery of Materials and/or performance of the Services occurs; or
- Buyer is otherwise in breach of any of the Terms and Conditions herein or all additional terms and conditions presented on or accompanying the Order Acknowledgment, Quotation or Order Acknowledgement.
4.3 In the event that a price adjustment is not or could not be agreed upon within the aforementioned ten  business days or any agreed extension thereof, Seller shall have the right to terminate the applicable Contract in whole or in part, and in addition to any other remedy available to Seller against and without being liable to Buyer for any loss or damages arising from such termination. Upon termination, Buyer must make immediate payment to Seller all sums due and payable for Materials supplied and/or Services performed to date.
5. PERFORMANCE OF SERVICES AND/OR SUPPLY OF MATERIALS ON SITE
5.1 Schedule For Performance Of Services
Seller will perform the Services in accordance with the schedule stated in the Quotation and/or Statement of Work. Both parties agree to adhere to the schedule, but each party will give due consideration to any reasonable proposal by the other party regarding changes in the schedule which, if agreed upon, will be recorded in a written modification to the applicable Quotation and/or Statement of Work. Dates for performance of Services are estimated by Seller in good faith but are not guaranteed by Seller. Except as otherwise set forth in the Quotation and/or Statement of Work, Buyer shall give Seller unrestricted access to Buyer’s site and any other locations at which Services are to be performed at all times (including overtime hours, Saturdays, Sundays and public holidays) for the purpose of performing the Services.
5.2 Site Preparation And Condition For Services
- Buyer will be responsible for preparation of the site, at which Seller will perform Services and/or deliver Materials, to the specifications and in accordance with the schedule stated in the Quotation and/or Statement of Work.
- Prior to the date specified in the Quotation and/or Statement of Work for the performance of Services and delivering of Materials, Buyer will take any and all steps needed to assure that each site is free from all friable asbestos and hazardous contamination or pollutants. If contamination is found to be present at a site, Seller will have no further obligations under any Quotation and/or Statement of Work (other than with respect to any software licenses or confidentiality obligations), until such contamination is removed. Buyer warrants to Seller that each such site is in compliance with all applicable health and safety regulations, and is free from all friable asbestos and hazardous contamination or pollutants.
Prior to the date specified in the Quotation and/or Statement of Work for the delivery of Materials and/or performance of Services and, Buyer will
- obtain and pay for all governmental or third party consents, permits, approvals, licences and public and private easements including the fulfilment of any conditions necessary for Seller’s unrestricted access to any site or location needed for delivery of Materials and/or performance of Services, and
- notify Seller in advance of any requirements including all local laws, regulations, ordinances and the like to which Seller is or will be required to comply in delivery of Materials and/or the performance of Services.
- If Buyer’s site is not ready for delivery of Materials and/or performance of Services on Shipment Date, Seller will store all undelivered Materials covered thereby at Buyer’s risk and expense and Seller will not be liable for any loss or damage arising from the same. Seller will invoice the Buyer at the full price for the Materials including an additional storage fee for the entire duration of storage.
- For any delays in installation schedule due to unavailability of Buyer’s site, (including but not limited to, site access and security, availability of power supply, air-conditioning and essential infrastructure) beyond three (3) months, Buyer will be liable to pay Seller liquidated damages at the rate of 0.5% of contract value per day of delay from date of delay till date of resumption of work under the installation schedule, capped at 50% of contract value.
5.3 If Buyer is supplying Materials or Services to a third party, or using Materials or Services at a facility owned by a third party, Buyer shall fully indemnify and defend Seller from and against any and all claims by, and liability to, any such third party.
6. PACKAGING, DELIVERY WITHIN SINGAPORE, INTERNATIONAL SHIPPING AND SERVICE DATES
6.1 All Materials shall be suitably packed for shipment by Seller. Seller may charge for packing and/or packaging including special documentation to comply with Buyer’s requirements.
6.2 Shipment Date for Materials or the date for performance of Services will be subject to the shipper’s schedule. Deliveries within Singapore shall be Ex-Works Seller, unless otherwise specified in Quotation or Order Acknowledgement. All international shipments are made Ex-Works Singapore in accordance with Incoterms 2010, unless otherwise specified in Quotation or Order Acknowledgement.
6.3 Buyer, regardless of the circumstances, will not hold Seller liable for any liabilities, penalties, or charges of any nature due to any late delivery of Material and/or late performance of Services. Seller assumes no liability for any damage or losses arising from the shipment or delivery of Materials. Materials may be tendered in partial shipments at Seller’s discretion at the Buyer’s costs.
6.4 In the event of a shipment delay requested by Buyer or a delay caused by the lack of shipping instructions, Seller will store all Materials covered thereby at Buyer’s risk and expense. Seller will nevertheless invoice the Buyer at the full price for the Materials including an additional storage fee for the entire duration of storage.
6.5 Where the Materials are to be delivered in instalments, any failure or delay by the Seller in delivering any one or more of the instalments in accordance with Quotation or Order Acknowledgment, or any claim by the Buyer in respect of one or more of the instalments, shall not entitle the Buyer to treat the Contract as repudiated as a whole.
7. TITLE, RISK OF LOSS AND INSURANCE
7.1 Unless otherwise agreed in writing, risk in the Products shall pass to the Buyer in accordance with the Ex-Works provisions of Incoterms 2010 as specified in Clause 6.2 above. Unless otherwise stated, Buyer shall be responsible for insurance of the Products after risk as so passed.
7.2 Notwithstanding the passing of risk, title to the Products shall not pass from the Seller to the Buyer until the Buyer has received payment in full of the price of the Products.
7.3 Until such time as title to the Products passes to the Buyer, Buyer shall, where appropriate, hold the Products as the Seller's fiduciary agent and bailee, and shall keep the Products separate from goods belonging to the Buyer and/or third parties, properly stored, protected and insured and identified as the Seller's property. Unless otherwise agreed to in writing by Seller, Buyer shall under no circumstances resell the Products to any third party nor incorporate them in or commix them with any other products, goods or equipment until such time as title to the Products has passed to the Buyer in accordance with Clause 7.2 above.
7.4 Until such time as title to the Products passes to the Buyer, Buyer may at any reasonable time enter upon any of the Buyer's premises and remove the Products therefrom and Buyer shall permit Seller reasonable access to the said premises to do so.
7.5 In the event that the price for the Products is not paid by the due date in accordance with the provisions of the invoice, Quotation or Order Acknowledgement, Seller shall at its absolute discretion be at liberty either to recover the Products or commence an action for the price of the Products.
7.6 For the avoidance of doubt, title to all Software shall always remain with Seller or its licensors (where applicable).
8. USE OF STANDARD SOFTWARE
8.1 Title to and ownership of the copyrights in the Standard Software and documentation supplied with the Products ("Documentation") shall remain with the relevant Supplier who supplied the Standard Software and/or Documentation to Seller) and is not transferred hereby to Buyer.
8.2 Except as otherwise provided herein, Buyer is hereby granted a non-exclusive, royalty- free licence to use the Standard Software and Documentation in conjunction with the Products, provided that and for so long as the Standard Software and Documentation are not copied (unless expressly authorized by applicable law) and Buyer holds the Standard Software and Documentation in strict confidence and does not disclose them to others, or permit others to have access to them (other than Suppliers standard operating and maintenance manuals).
8.3 Notwithstanding Clause 8.2, Buyer’s use of certain Standard Software, (as specified by Seller) shall be governed exclusively by the applicable Supplier party licence agreement.
8.4 Supplier shall retain ownership of all inventions, designs and processes made or evolved by them and save as set out in this Clause 8 no rights in intellectual property are hereby granted.
9. ACCEPTANCE OR DEFECT IN MATERIALS/SERVICES
9.1 After Delivery of the Materials and/or the performance of Services, Buyer will inspect the Materials/Services for conformity to the Order Acknowledgment, Statement of Work or Quotation (as the case may be) within a period of thirty  calendar days (hereinafter the “Acceptance Period”). Acceptance of Materials/Services by Buyer shall automatically occur after the passage of the Acceptance Period stated herein, or upon Buyer’s commercial use of the Materials/Services, whichever is earlier, unless Seller is otherwise advised in writing within the stated Acceptance Period.
9.2 If any material or service does not substantially conform to the applicable Order Acknowledgment, Statement of Work or Quotation (as the case may be), Buyer shall notify Seller in writing of the non-conformance, and for material, obtain an authorization for return or replacement where applicable. With respect to Services, seller shall, at no additional charge (if determined by seller to be seller’s fault), take prompt action to rectify the same.
9.3 Seller assumes no liability for normal wear and tear, damage due to improper storage, installation or operation or due to inadequate maintenance, or damage resulting from any modification or repair not approved beforehand by Seller in writing. Seller will not be liable where any non-authorized software or non-authorized spare or replacement
10. PAYMENT TERMS
10.1 All payments due and payable under the Contract shall be paid by Buyer:
10.2 Without prejudice to Seller's other rights, Seller reserves the right to:
10.3 If, in Seller’s opinion, Buyer’s financial condition does not justify continuation of the existing payment terms, Seller may:
- require full or partial payment of Buyer’s account;
- require payment in advance of Materials shipment;
- require payment in advance for performance of any Services;
- change Buyer’s credit terms; or
- any combination of the above.
11.1 In addition to the price for Material or Services paid by Buyer, Buyer will pay Seller the amount of all taxes (including but not limited to GST), excises, or other governmental charges that Seller may be required to pay with respect to the production, sale, license, or transportation of any Materials delivered hereunder, including the performance of any Services, except taxes on or measured by Seller’s net income. If Buyer claims exemption from any taxes, Buyer will provide Seller with such documentation as required by the taxing authority to support the exemption.
12. PRODUCT AND SERVICES WARRANTY
12.1 Seller warrants from the date of delivery to Buyer that Products bearing the Seller’s name will substantially conform to Seller’s specifications in effect as of the date of delivery and will be free from substantial defects in material and workmanship under normal use, given proper installation and maintenance, for the period of time and under the terms and conditions as more particularly set forth in Supplier’s existing published warranty in effect of the date of shipment.
12.2 Seller further warrants to Buyer that all Services performed by Seller for Buyer shall be performed in a competent, diligent manner in accordance with any mutually agreed specifications. Warranty of Supplier’s Standard Software is set forth in the Supplier’s software license.
12.3 The warranty for Products shall expire one (1) year from Delivery. The warranty for Services shall expire one (1) year after performance of the Service.
12.4 If Products or Services do not meet the above warranties, Buyer shall promptly notify Seller in writing prior to expiration of the warranty period. Seller shall
- at its option, repair or replace defective Products and
- re-perform defective Services.
If despite Seller's reasonable efforts, the non-conforming Products cannot be repaired or replaced, or non-conforming Services cannot be re-performed, Seller shall provide Buyer a credit for the monies paid by Buyer for such non-conforming Products and Services. Warranty repair, replacement or re-performance by Seller shall not extend or renew the applicable warranty period. Buyer shall obtain Seller's agreement on the specifications of any tests it plans to conduct to determine whether a non-conformance exists.
12.5 Buyer shall bear the costs for Seller's remedial warranty efforts (including removal and replacement of systems, structures or other parts of Buyer's facility), de-installation, decontamination, re-installation and transportation of defective Products to Seller and back to Buyer.
12.6 The warranties and remedies are conditioned upon
- proper storage, installation, use, operation, and maintenance of Products and use of Standard Software,
- Buyer keeping accurate and complete records of operation and maintenance during the warranty period and providing Seller access to those records, and
- modification or repair of Products or Services only as authorized by Seller in writing. Failure to meet any such conditions renders the warranty null and void. Seller is not responsible for normal wear and tear.
12.7 Seller does not warrant that the operation of the Products will be uninterrupted or error- free. Similarly, Seller does not warrant that the functions of the Products will meet Buyer’s requirements or that the Products will operate in a compatible manner with other products selected by Buyer for its use. Seller shall have no liability with respect to claims relating to or arising from the use of equipment not bearing Seller’s name.
12.8 Seller assumes no liability with respect to:
- defects caused by modification, repair, installation, operation or maintenance except as described in Seller’s Documentation; or
- negligent or other improper use of the Products.
12.9 All equipment and software not bearing the ESPL name, is supplied on an “as is” basis and Buyer will look solely to the warranties and remedies, if any, provided by the Supplier thereof. In addition, Seller assumes no liability for equipment or services furnished by Buyer nor does this warranty or Supplier’s warranties (if applicable) cover any copy of or update to any user manual for the Products.
12.10 Unless otherwise expressly authorized in writing, no agent, distributor, or representative is authorized to make any warranties on behalf of or to assume for Seller any other liability in connection with any Products or Services.
12.11 This Clause 12 provides the exclusive remedies for all claims based on failure of or defect in Products or Services, regardless of when the failure or defect arises, and whether a claim, however described, is based on contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise. The warranties provided in this Clause 12 are exclusive and are in lieu of all other warranties, conditions and guarantees whether written, oral, implied or statutory. NO IMPLIED OR STATUTORY WARRANTY, OR WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES.
13.1 Save for in Clause 12.4 above, Materials may not be returned to Seller without prior written consent. Upon obtaining such written consent, Buyer must contact Seller to obtain an authorization number and return the Materials to the location designated by Seller with all transportation charges paid by Buyer. Seller may charge Buyer certain fees for Materials returned to Seller. Any Materials returned to Seller without proper authorization will be returned to Buyer at Buyer’s expense.
13.2 If Materials are returned in accordance with this clause, Seller will issue a credit note to the Buyer for sums already paid and there will be no refund of the Contract price.
14. DISCLAIMER OF LIABILITY
14.1 Where applicable, Buyer shall ensure that the end user of the Materials shall be advised as to the nature of the Materials and shall be supplied with all relevant information (including any instruction and maintenance manuals and/or safety information) supplied by the Seller to Buyer in respect of such Materials.
14.2 Subject to any express provisions to the contrary contained in herein, all representations, warranties, guarantees and conditions in relation to the supply of Materials and/or performance of Services, whether express or implied, statutory or otherwise, are hereby excluded and Seller shall not be liable in contract, tort, breach of statutory duty or otherwise for any loss, injury, destruction or damage whatsoever arising in connection with the supply of the Materials and/or performance of the Services. Seller does not exclude or limit liability arising in respect of death or personal injury caused by Seller’s willful misconduct or gross negligence
14.3 Notwithstanding the provisions of Clause 14 except in respect of liability for death or personal injury caused by Seller’s willful misconduct or gross negligence, Seller's liability in respect of any claim for loss or damage arising in any way in connection with the supply of the Materials and/or performance of the Services shall cumulatively not exceed the depreciated value of the affected Materials or the actual amount paid to Seller for the Services.
14.4 Seller accepts no liability whatsoever for any form of consequential or indirect loss or damage including but not limited to any loss of data, use, profit or contract.
14.5 Buyer acknowledges and agrees that the exclusions and limitations of liability provided for in this clause are reasonable and that, if they had not been included, the contract price would have been materially increased.
15. COMPLIANCE WITH APPLICABLE LAWS
15.1 Buyer will comply with all applicable laws affecting the purchase and use of Materials. Buyer agrees to maintain all registrations with governmental agencies, commercial registries, chambers of commerce, or other offices which may be required under law in order to properly conduct commercial business.
15.2 If Seller's obligations under the Contract shall be increased or reduced by reason of the making or amendment after the date of Seller's quotation of any law or any order, regulation or bye-law having the force of law that shall affect the performance of Seller's obligations under the Contract, the Contract Price and Shipment Date shall be adjusted accordingly and/or performance of the Contract suspended or terminated, as appropriate.
15.3 Except to the extent otherwise required by applicable law, Seller shall have no responsibility for the collection, treatment, recovery or disposal of:
- the Products or any part thereof when they are deemed by law to be 'waste'; and/or
- any items for which the Products or any part thereof are replacements.
- If Seller is required by applicable law, to dispose of such Products or any part thereof, Buyer shall, pay Seller, in addition to the Contract Price, either (i) Seller's standard charge for disposing of such Products or (ii) if Seller does not have such a standard charge, Seller's costs (including all handling, transportation and disposal costs and a reasonable mark-up for overhead) incurred in disposing of such Products.
15.4 Buyer will comply with all applicable anti-bribery laws including the Prevention of Corruption Act (Chapter 241) of Singapore or any foreign Corrupt Practice Act, whichever is applicable. Buyer will also comply with the Regulation of Imports and Exports Act (Chapter 272A) of Singapore. Buyer shall not resell, distribute or license the Materials:
- in any country that is subject to the Singapore export restrictions, or to any national of any such country, wherever located, who intends to transmit or transport the Materials back to such country; or
- to any end user who has been prohibited from participating in Singapore export transactions by any government agency of the Singapore government.
16. CONFIDENTIAL INFORMATION
16.1 The Contract, quotation and all material, documents and information issued by the Seller in any form in connection therewith shall be confidential and their use and disclosure shall be strictly limited by Buyer to those of its employees having a need to know and Buyer shall under no circumstances disclose any such information to any third party without the prior written consent of Seller.
16.2 Buyer shall not disclose to any person or entity any information or data fixed in a tangible medium and marked as the confidential or proprietary information (hereinafter referred to as “Confidential Information”) of Seller, or if provided orally, confirmed in writing to be confidential or proprietary within twenty  calendar days after its disclosure.
16.3 Notwithstanding the provisions herein, if Buyer receives Confidential Information it shall treat such Confidential Information as confidential, prohibit recopying and use such Confidential Information only in connection with fulfilling its obligations under the applicable Contract. Buyer will return all Confidential Information to Seller upon completion of such obligations for its use, or upon the request of Seller.
16.4 The obligations under this Clause 16 shall not apply to any portion of the Confidential Information that:
- is or becomes generally available to the public other than as a result of disclosure by Buyer, its representatives or its affiliates;
- is or becomes available to Buyer on a non-confidential basis from a source other than Buyer when the source is not, to the best of Buyer's knowledge, subject to a confidentiality obligation to Seller;
- is independently developed by Buyer, its representatives or affiliates, without reference to the Confidential Information; or
- is required to be disclosed by law or valid legal process provided that Buyer intending to make disclosure in response to such requirements or process shall promptly notify Seller in advance of such disclosure and reasonably cooperate in attempts to maintain the confidentiality of the Confidential Information
16.5 Buyer recognizes and agrees that the authorized use or disclosure of Confidential Information would cause irreparable injury to Seller for which it would have no adequate remedy at law, and that any actual or contemplated breach of this clause will entitle Seller to obtain immediate injunctive relief, in addition to any other rights and remedies available to it. The obligations herein contained will expressly survive the final payment of any/or all sums due under or termination of the Contract.
17.1 Except for Buyer’s internal use of Supplier’s trademarks, Buyer will not use any Supplier’s trademark or trade name for any other purpose whatsoever without the prior written consent of Supplier.
18. PERSONAL DATA PROTECTION
18.1 The term "PDPA" shall refer to the Personal Data Protection Act (Act 26 of 2012 of Singapore).
18.2 Without prejudice to this Clause and unless otherwise expressly stated, each Party shall perform all of its Personal Data protection obligations under the Contract at its sole cost and expense.
18.3 Each Party agrees to comply with its obligations under all applicable laws relating to privacy and protection of the other party’s Personal Data obtained by or disclosed to them pursuant to the Sale of Materials and/or performance of Services.
18.4 Buyer warrants to Seller that it has complied with, and will continue to comply with the PDPA and/or all applicable laws in its process of the Buyer’s Personal Data including its collection, use, disclosure, storage and handling of such Buyer Personal Data that is disclosed to Seller.
18.5 Seller warrants to the Buyer that it will comply with the PDPA and/or all applicable laws in the handling of the Buyer’s Personal Data that is disclosed to Seller pursuant to the Sale of Product and Services.
18.6 Seller shall not be liable for any claim brought by Buyer arising from any action or omission by Seller to the extent that such action or omission resulted from compliance by Seller with the Buyer's instructions.
19. FORCE MAJEURE
19.1 Seller is not liable for failure or delay in fulfilling its obligations due to the occurrence of a force majeure, which shall mean any delay not occasioned by the fault or negligence of the Seller or Buyer and which results from (without limitation) acts of God or public enemy, restrictions, prohibitions, priorities or allocations imposed by governmental authority, embargoes, fires, floods, typhoons, earthquakes, epidemics, unusual severe weather, delays of similar natural or governmental causes, and strikes or labour disputes (of or involving the delayed party's employees of Seller's suppliers) or any other circumstances beyond such party's reasonable control. In the event of any force majeure, the Shipment Date for the Materials or performance of Services will be extended correspondingly. Seller retains the right to determine the allocation of its inventory of Materials among itself, Buyer, and its other present and future buyers. In the event Seller partially fulfills the applicable Contract, Buyer shall, nonetheless, continue to make payments on Seller’s invoices when they fall due even during the period in which the delay is in effect for those Materials delivered and/or Services supplied. If an event force majeure prevents or delays Seller’s performance for more than six  months, Seller shall be entitled to terminate the applicable Contract, with immediate effect without being liable for loss and damage. Seller shall also be entitled but not obliged to dispose of the Materials covered by the applicable Contract to other buyers to mitigate its loss.
20. SURVIVAL OF TERMS
20.1 The termination or cancellation of any Contract or any relationship created hereunder between the parties or the delivery of Materials or performance of Services shall not affect a party’s obligations and rights under these Terms and Conditions and/or additional terms and conditions found in the Order Acknowledgment, Quotation and/or Statement of Works which by their nature, survive, notwithstanding such termination, cancellation, delivery or performance.
21.1 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 the Purchase Order, Order Acknowledgment or Quotation (where applicable) 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 Clause.
22.1 Seller may assign or pledge any payments due in whole or in part (and the documentation supporting such payment obligations) from Buyer. Seller may assign all of its other rights and obligations by giving Buyer written notice thereof but without being obligated to obtain Buyer’s consent prior thereto. In the event of an assignment, Seller shall be discharged of any liability pursuant to the applicable Contract which have been assigned or delegated.
23. NO WAIVER AND SELLER’S RIGHTS
23.1 No waiver by the Seller with respect to any breach or default or of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the Seller.
23.2 The rights and remedies of Seller under this Terms and Conditions and/or additional terms and conditions set out in the Order Acknowledgment, Quotation and/or Statement of Works are cumulative and not exclusive of any other rights or remedies (whether provided by law or otherwise).
24. NO THIRD PARTY RIGHTS
24.1 A person who is not a party to the Contract shall have no right to enforce or rely on any provision of the Contract pursuant to the Contracts (Rights of Third Parties) Act (Cap. 53B).
25. RELATIONSHIP OF THE PARTIES
25.1 The Parties acknowledge that nothing in the Contract constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between Seller and Buyer.
25.2 Buyer acknowledges that it does not have the authority to enter into binding agreements of any nature or make any representations or warranties on Seller’s behalf and agrees not to misrepresent any such authority to any third party.
26.1 If any provision of these terms and conditions is held by a legal authority of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall not invalidate, void or render unenforceable any other portion of these terms and conditions but rather these terms and conditions shall be construed as if it did not contain the particular invalid, illegal or unenforceable provision or provisions, and the rights and obligations of the parties shall be construed and enforced accordingly.
27. GOVERNING LANGUAGE
27.1 The English language shall be the governing language between the parties. All communications, hearing or visual materials or documents shall be written or prepared in English.
28. GOVERNING LAW/JURISDICTION
28.1 The Contract shall be governed by and construed in accordance with the laws of Singapore
28.2 In the event of any dispute arising in connection with the Contract, no Party shall proceed with any form of dispute resolution without first referring the dispute to mediation at the Singapore Mediation Centre in accordance with its rules and procedures.
28.3 Notwithstanding the foregoing, each of the Parties reserves its right to immediately commence any interim court action such as an injunction against any of the other Parties to enforce the terms of the Contract in the Singapore Courts.