Clause 1 Gerneral
Clause 2 Cancellation and variation
Clause 3 Personnel of supplier
Clause 4 Warranties
In addition to any other warranties, express or implied, Supplier represents and warrants that the Scope are performed in a manner that conforms to the level of professionalism and state of the art which is expected from a first class service provider and that the goods (including their packaging) and related services thereto (i) conform to the specifications and approved samples, if any, and all other terms of the contract; (ii) are fit and safe for consumer use and suitable for Client’s intended use which Supplier acknowledges it is aware of or for which Supplier has obtained information from Client in writing beforehand; (iii) are free from defects (including but not limited to defaults in design, material and manufacturing); and (iv) comply with all applicable statutory and regulatory requirements.
Clause 5 Term and termination
Clause 6 Contract sum, prices, fees, costs and payment
Clause 7 Delay
For avoidance of doubt, the payment of abovementioned liquidated damages is without prejudice to any other rights and remedies of Client under the contract. However, if it is permanently impossible to comply, the full maximum liquidated damages shall be due immediately, with the exception of force majeure.
Clause 8 Delivery, acceptance & time is of the essence
Clause 9 Default
Clause 10 Liability and indemnification
Clause 11 Insurance
Clause 12 Conduct on clients premises, where applicable
Clause 13 Force majeure
Force majeure means the non-attributable failure of either party to properly fulfill its obligations. Force majeure situations shall be communicated immediately by the affected party. No party shall have any liability or be deemed to be in default for any delays or failure in performance under the contract resulting from acts beyond the control of the party, including but not limited to acts of God, acts or regulations of any governmental authority, war or national emergency, accident, fire, strikes, disturbance or industrial disputes or epidemics or any similar cause beyond the control of either party which prevents or adversely affect the performance of the contract. In such an event, Client is entitled to dissolve the contract in the event the force majeure extends or is likely to extend beyond 30 (thirty) calendar days without any indemnification or other remedy. Notwithstanding the aforesaid, at any rate, shortcomings will be attributed to Supplier if they are caused by transport problems, illness of personnel, breach of contract by third parties contracted by Supplier, strikes in Supplier's business or in the business of any of its engaged third parties.
Clause 14 Confidentiality
Clause 15 intellectual property rights
Clause 16 Mediation
Any dispute, controversy claim or difference arising out of or in connection with the contract or the breach, termination or invalidity thereof (“Disputes”) shall be settled in so far as it is possible through direct negotiation within 14 days from time the Dispute(s) arose. If direct negotiation fail, the parties shall refer such Dispute(s) to the Singapore Mediation Centre (SMC) for resolution in accordance with the Mediation Procedure for the time being in force. Either/any party may submit a request to mediate to SMC upon which the other party will be bound to participate in the mediation within 45 (forty-five) days thereof. Every party to the mediation must be represented by senior executive personnel, of at least the seniority of a Head of Department or its equivalent, with authority to negotiate and settle the dispute. Unless otherwise agreed by the parties, the mediator(s) will be appointed by SMC. The mediation will take place in Singapore in the English language and the parties agree to be bound by any settlement agreement reached.
Clause 17 Governing law and jurisdication
The contract shall be governed by the laws Singapore and any Dispute(s) shall be submitted to the competent courts of Singapore.
Clause 18 Ethical standards and compliance
The highest standards of ethical, moral and lawful conduct are expected from s upplier(s). In particular, Client expects Supplier(s), their agents and their contractors, to be familiar with and comply with all legal and contractual obligations relating to their business activities, and C l i en t will not accept and conduct (including by omission) that it is unlawful or that violates such obligations. Client prohibits the offer or receipt of gifts, hospitality or expenses whenever such arrangements could affect the outcome of business transactions. A breach of this clause which shall be solely determined by Client shall amount to a material breach entitling Client to immediately terminate the contract.
Clause 19 Notices
Any notice, claim or demand in connection with the contract shall be given in writing to the relevant party at the address stated in the STCs or PO (or such other address as it shall previously have notified to the other party). Any notice sent by fax/email shall be deemed received when sent. Any notice sent by hand shall be deemed received when delivered. Any notice sent by post from within Singapore shall be deemed received 48 hours after posting.
Clause 20 Miscellaneous