Conditions of Contract
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Standard Conditions of Contract

(Accurate as at October 2020)

1. AGREEMENT DOCUMENTS:

Unless this Purchase Order (“PO”) is issued under a written procurement agreement between Supplier and the issuer of this PO (“Buyer”), this PO and any attachments are the sole agreement between Buyer (St Luke’s ElderCare Ltd) and Supplier with respect to the products and/or services specified in this PO. This Standard Purchase Order Terms and Conditions verbiage is subject to change without notice. No other document, including the Supplier’s proposal, quotation, or acknowledgment form, will be part of this PO, unless specifically agreed to in writing by Buyer. No right that Buyer has regarding this PO may be waived or modified except by Buyer in writing.

2. PRICE/TAXES:

If price is not stated in this PO or a procurement agreement the price will be Supplier’s lowest prevailing market price. Supplier is responsible for and will pay all sales, use, and similar taxes.

3. TERMS OF PAYMENT AND ACCEPTANCE:

Unless otherwise stated in this PO, the terms of payment are net 30 days after receipt of Supplier’s valid invoice or after receipt of the products or services, whichever is later. Payment will not be deemed acceptance of products or services, and such products or services will be subject to inspection, test, acceptance or rejection. In the event Buyer rejects products or service that do not comply with Buyer’s acceptance criteria, or require Supplier to repair or replace such products or re-perform such services without charge and in a timely manner. Buyer may return rejected products to Supplier at Supplier’s expense. In case Supplier has not received payment as agreed, Supplier will notify Buyer and Buyer will make prompt payment.

4. TERMINATION:

This PO may be terminated by Buyer with or without cause. In the event Buyer terminates without cause, Buyer will compensate Supplier for the actual and reasonable expenses incurred by Supplier for work in process up to and including the date of termination, provided such expenses do not exceed the agreed upon prices.

5. IMPORTS:

If any of the products are imported into any other country, Supplier will be responsible for all legal, regulatory and administrative requirements associated with any importation and the payment of all associated duties, taxes and fees.

6. PACKAGES/TRANSPORTATION:

Supplier will:

  1. comply with all country of origin marking instructions and all instructions for exports to Buyer;
  2. comply with all packaging and labelling requirements set out in this PO;
  3. comply with the transportation routing guidelines in this PO.

7. LATE SHIPMENTS:

In this PO and in any contract arising therefrom, time shall be of the essence. If Supplier fails to deliver on time, Buyer may purchase replacements elsewhere and Supplier will be liable for actual and reasonable costs and damages Buyer incurs. Supplier will promptly notify Buyer if it is unable to comply with the delivery date specified in this PO.

8. WARRANTIES:

Supplier warrants that:

  1. it has the right to enter into this PO and its performance under this PO, and will comply, at its own expense, with the terms of any contract, or obligation, including any between Supplier and its end-users; or any law, regulation or ordinance to which it is or becomes subject;
  2. no claim, lien, or action exists or is threatened against Supplier that would interfere with Buyer’s rights under this PO;
  3. products and/or services specified in this PO do not infringe any privacy, publicity, reputation or intellectual property right of a third party;
  4. all authors have agreed not to assert their moral rights (personal rights associated with authorship of a work under applicable law) in the products, to the extent permitted by law;
  5. products specified in this PO are free from defects in design except based solely upon written designs provided by Buyer unless such designs are based entirely on Supplier’s specifications);
  6. material and workmanship will conform to the warranties, specifications and requirements, including but not limited to quality requirements, in this PO for the time period from the date of shipment as specified in this PO;
  7. products specified in this PO are safe for use consistent with and will comply with the warranties, specifications and requirements of this PO;
  8. products are new and do not contain used or reconditioned parts unless Buyer agrees otherwise in writing;
  9. all products will process date correctly (including, without limitation, correctly processing, providing, receiving, and displaying date data within and between the twentieth and twenty-first centuries), and are designed to exchange date data accurately and correctly with other products (including, without limitation, hardware, code, other software, and firmware) when used with products which are designed to exchange date data accurately and correctly;
  10. it will not use, disclose, or transfer across borders any information that is processed for Buyer that may identify an individual (Personal Data), except to the extent necessary to perform under this PO;
  11. it will comply with all applicable data privacy laws and regulations, will implement and maintain appropriate technical and other protections for the Personal Data, and will cooperate fully with Buyer’s requests for access to, correction of, and destruction of Personal Data in Supplier’s possession;
  12. it is knowledgeable with, and is and will remain in full compliance with all applicable export and import laws, regulations, orders, and policies (including, but not limited to, securing all necessary clearance requirements, export and import licenses and exemptions from, and making all proper filings with appropriate governmental bodies and/or disclosures relating to the release of technology and software.

9. INTELLECTUAL PROPERTY:

Supplier grants Buyer all rights and licenses necessary for Buyer (including Buyer’s parent, subsidiaries, or other related legal entities), to use, transfer, pass-through, and sell the products and/or services and to exercise the rights granted under this PO.

10. INDEMNIFICATIONS:

Supplier agrees to defend, hold harmless, and indemnify Buyer from any claim that Supplier’s product and/or service infringes any intellectual property rights or any claim arising from the failure of Supplier to comply with its warranties and obligations under this PO. If a claim of infringement is made, Supplier will, at its own expense, exercise the first of the following remedies that is practicable:

  1. obtain for Buyer the rights granted under this PO;
  2. modify the products and/or services so they are non-infringing and in compliance with this PO;
  3. replace the products and/or services with non-infringing ones that comply with this PO; or
  4. accept the return of infringing products and the cancellation of infringing services and refund any amount paid. Buyer may return non-conforming goods to Supplier at Supplier’s expense. Payment will not constitute an acceptance of the products and/or services nor impair Buyer’s right to inspect the products and/or services or invoke any of its remedies. All authors have waived all their rights to the products and/or services’ integrity and to be associated with them as authors.

11. LIMITATION OF LIABILITY:

To the extent permitted by local law in no event will Buyer (including Buyer’s parent, subsidiaries or other related legal entities) be liable for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages.

12. ASSIGNMENT:

Supplier will not assign its rights nor subcontract its duties without Buyer’s written consent. Any unauthorised assignment is void.

13. EXCHANGE OF INFORMATION:

All exchanges of information between the parties pursuant to this PO will be considered non confidential, unless the parties have entered into a separate written confidentiality agreement. For any business personal information relating to Supplier’s employees or other legal entities that Supplier provides to Buyer, Supplier will obtain the informed agreement of such employees and other legal entities to release the information to Buyer and to allow Buyer to use such information in connection with this PO.

14. FORCE MAJEURE:

Neither party will be in default nor liable for any delay or failure to comply with this Agreement due to any act beyond the control of the affected party, excluding labor disputes, provided such party immediately notifies the other.

15. INSURANCE:

Supplier shall obtain and maintain all applicable and appropriate insurance, (including, without limitation, business, workers’ compensation, auto, errors and omissions, professional and commercial general and liability insurance) in an amount consistent with Singapore industry practices. Each policy shall name buyer as a loss payee or additional insured, as appropriate.

16. APPLICABLE LAWS:

This PO is governed by the laws of Singapore.

17. GENERAL:

Any reproduction of this PO by reliable means will be considered an original of this PO. Supplier shall not use the name or trademarks of Buyer or refer to or identify Buyer in any marketing materials (including without limitation testimonials or customer listings) or press releases without the prior written consent of Buyer.