The Purchase Order (hereinafter referred to as “PO”) constitutes an acceptance of goods and/or services (hereinafter referred to as “Products”) offered by the provider (hereinafter referred to as “Vendor”), and shall be subject to the terms and conditions of procurement (hereinafter referred to as “T&C“) contained herein which shall collectively constitute the contract (hereinafter referred to as “Contract“) to the exclusion of any other terms or conditions on which any quotation has been given to the Wong Fong Engineering (hereinafter referred to as “Purchaser”) or subject to which this PO is accepted or mean to be accepted by the Purchaser. Terms and conditions states in PO would override the requirements of this T&C.
Products have to meet the specifications, quality, environmental requirements, and quantity stated in this PO. Failure to meet the PO requirements will be returned to the Vendor at Vendors own costs. The Vendor shall be fully responsible for all costs in the event of errors and omissions of information critical to the performance of the Products ordered under this PO. Unless with the Purchaser’s specific written agreement, no substitution, extra charges or variation whatsoever is permitted under this PO.
Any specification, drawings, technical information provided by the Purchaser to the Vendor, or specifically produced by the Vendor for the Purchaser specific to and in connection with this PO shall be made available to the Purchaser.
This T&C deemed accepted when Vendor returns any written acknowledgement of PO or begins performing, whichever is earlier.
No Products are to be delivered or purchased without Purchaser’s PO. Receipt of delivered Products without PO would not constitute acceptance.
All Products to be delivered under this PO shall be produced in accordance with the agreed manufacturing processes, and inspected in accordance with the Vendor’s testing procedure, or Purchaser pre-defined inspection requirement which specified in the PO or other written contract.
Upon notification, Vendor shall comply with all applicable laws, rules, regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Products.
Delivery and packaging charges are assumed to be included in the purchase price, unless specifically stated on this PO. Any loss or damage to Products caused by improper and/or insufficient packing shall be the Vendor exclusive responsibility.
Vendor shall provide a copy of the packing list in advance to Purchaser prior to the delivery for internal arrangement purpose. The packing list shall be included in the delivery.
The items number indicated on the PO must appear on all invoices and packing lists. Net, tare and gross weights of each package in kilograms and pounds must be shown on all copies of invoices and packing lists. Packages and goods must both state the full description of goods without abbreviation. Country of origin must be clearly shown on all invoices and packing lists. Separate invoices are required for each shipment.
PACKING, MARKING AND STORAGE
The Products shall be packed in an appropriate manner with regard to the nature of the Products. The transport method to be used in accordance with any instructions given in the purchase agreement as to the manner, size, weight etc. of the packing.
The Products shall be clearly marked by the Vendor and carry information concerning the identity of the recipient and together with any specific instructions necessary for handling and storage.
PRICES AND PAYMENT
The purchase prices stated in PO are fixed, and are not subjected to any changes without obtain written approval via email and revise PO from Purchaser.
Payment for Products will only be made against presentation of original, duplicate and triplicate copies of the invoice which have been approved and accepted by the Purchaser.
The standard payment term is sixty (60) days net from the date of invoice, unless otherwise stated on PO. The date of invoice shall not be earlier than the date of delivery. The Purchaser’s obligation to pay an invoice is subject to acceptance of the Products granted by the Purchaser in accordance with article “ACCEPTANCE”.
The Purchaser is entitled to withhold payment in respect of an incomplete delivery in accordance with the requirements of the PO until the delivery activities is completed. The Purchaser may also withhold any amount owed by the Vendor from any payment of the purchase price. The Purchaser shall pay the undisputed amounts payable pursuant to the purchase agreement, however, disputed amounts being payable only after the final settlement of such disputes.
No changes is allow in the products, design, raw materials, manufacturing plant, agreed manufacturing processes or any other comparable changes that possibly may affect Products safety, quality, operation or delivery schedule of any Products or the correct fulfilment of the PO without the Purchaser’s prior written consent.
The Purchaser shall have the exclusive right to request the Vendor to make changes to the products / services, specifications, delivery schedule or any other agreed requirements at any time prior to the delivery.
If there is any adjustments due to the purchase price or the delivery schedule from the change, it shall be agreed separately in writing and in accordance with other terms of the PO.
The Vendor shall not have the right to use or make any other reference to any of the Purchaser’s trademarks, unless otherwise agreed by the Parties in writing. The Vendor shall not use any of the Purchaser’s trademarks in connection with sales to third parties.
The Vendor shall keep confidential and shall not disclose to any third parties or use for any other purposes than those defined in the PO any confidential information received in connection with the PO, such as, including but not limited to technical, commercial, business related, financial or company information.
No confidential information may, without the Purchaser’s express written consent, be copied, reproduced, transmitted, communicated or disclosed to a third party or in any other way brought to the knowledge of a third party or utilized by the Vendor for any other purposes than proper performance of the purchase agreement.
The Vendor shall ensure that no information regarding the existence and contents of the PO is brought to the knowledge of any third party without obtaining prior consent thereto from the Purchaser. The Vendor shall not use the Purchaser’s name or make reference to it for any purpose in any releases for public or private dissemination without prior written consent of the Purchaser.
The Vendor will use its best efforts to protect all confidential information from improper, unauthorized, negligent or other inadvertent transfer to any third party. The Vendor shall agree to protect the confidentiality of the information at least with the same degree of care as it exercises with respect to its own confidential information and business secrets.
The Vendor shall limit access to the confidential information of the Purchaser to those of its own personnel and the Vendor’s subcontractors for whom such access is necessary for the proper performance of the PO. Such personnel and the Purchaser’s subcontractors shall be bound by written confidentiality obligations not less restrictive than those provided herein.
The Vendor shall, upon the termination of the PO or at the Purchaser’s request, immediately return all confidential material to the Purchaser, including but not limited to any copies of the specifications held by the supplier. The obligation of confidentiality shall survive the termination of the PO.
A Non-disclosure Agreement (NDA) shall be signed by the Parties when any design, engineering or technical information / documents is transmit to Vendor in order to fulfil the product manufacturing process or service requirements.
Vendor must notify the Purchaser in writing, and identifying the cause of failure, if this PO cannot be completely executed in accordance with the Purchaser’s specifications and/or delivery schedule. The Vendor must provide remedies and to advise on the consequences for Purchaser’s review and consideration. In any event the Purchaser reserves the exclusive right to terminate this PO or any part thereof, where time is an essence.
ASSIGNMENT AND SUBCONTRACTING
The Vendor shall not assign or subcontracted any part of the PO without the prior written approval of the Purchaser. Any assignment or subcontracting approved by the Purchaser does not relieve Vendor of its obligation & liabilities as stated in the PO & T&C.
No Products shall be deemed to be accepted until the Purchaser has had reasonable time to inspect them following delivery or performance or, if later, within a reasonable time after any latent defect in the Products has become apparent. Unless otherwise stated in this PO, Products will have a minimum warranty period of 12 months from the receipt of delivery and Purchaser’s acceptance.
Unless written instructions, otherwise the Purchaser and Vendor to use properly addressed fax, email and other means of communication used or accepted by each other for both sensitive and non-sensitive documents or information concerning this PO.
The Vendor shall fully indemnify the Purchaser against all liabilities, losses, damages, costs and expenses (including, without limitation, legal expenses) awarded against or incurred or paid by the Purchaser as a result of or in connection with:
(I) breach of any warranty given by the Vendor in relation to the Products;
(II) any claim that the goods infringe, or their importation, use, resale, lease, distribution or other disposition infringes, any intellectual property rights (including, without limitation, any patent, copyright, design right, trade mark or service mark) of any third party;
(III) any act or omission of the Vendor or its employees, agents or subcontractors in delivering and Products; and
(IV) any act or omission of the Vendor or its employees, agents or sub-contractors in the performance of the Services.
The Vendor shall fully indemnify the Purchase against all claims, demands, actions, proceedings, suits and prosecutions against the Purchaser arising from any non-compliance of any law, statute, regulation or directive passed by any relevant government or governmental or regulatory body or authority of any jurisdiction and pay all losses, damages, fines, penalties or composition payments resulting therefrom.
Neither party has the right or authority to assume any obligation or responsibility, express or implied, on behalf of or in the name of the other party.
The Vendor is not allowed to assign any part of its obligation under the Contract or its rights hereunder without the prior written consent of the Purchaser. Any attempt to make such an assignment without the consent of the Purchaser shall be invalid.
Neither parties shall be liable to the other for delay or non-performance to the extent such delay or non-performance is caused by an event of force majeure.
Force majeure shall mean unforeseen events, which occur after the signing of the purchase agreement and which are beyond the reasonable control of the Parties including but not limited to war, acts of government, natural disasters, fire and explosions, insofar as such an event prevents or delays the affected Parties from fulfilling its obligations and such Parties is not able to prevent or remove the force majeure without unreasonable expense.
The Parties affected by force majeure shall immediately take reasonable steps to limit or minimize the consequences of such force majeure.
The Parties claiming force majeure shall inform the other Parties in writing and without delay of the force majeure, of the time it began and its expected duration. The end of the force majeure shall also be reported in writing. The Parties who has claimed force majeure shall prove its effect on the fulfilling of the purchase agreement. If the performance of the purchase agreement is delayed more than one (1) months as a result of a force majeure, either Parties may terminate the purchase agreement by sending a written notice of termination to the other Parties.
No variation or alteration to this PO or the Contract shall be binding unless agreed in writing by the Purchaser. In the event of a variation or alteration order, the Vendor shall be obliged to carry out such variation or alteration as the Purchaser may require in which case the parties shall agree on the price and the delivery subject always to the terms and conditions contained herein.
Both parties agree that no failure to exercise or delay in exercising any right, power or privilege under the Contract on the part of either party shall operate as a waiver of any right, power, or privilege hereunder. Both parties further agree that no single or partial exercise of any right, power, or privilege hereunder shall preclude further exercise thereof.
This Contract constitute the entire understanding between the Vendor & Purchaser and supersede all prior understandings, written or oral, relating to its subject matter. Any change to the terms of engagement must be made or confirmed in writing by at least a senior manager.
The terms of engagement shall be governed by and construed in accordance with Singapore law. Vendor and Purchaser agree that its dispute arise out of or in connection with these terms of engagement, including any question regarding existence, validity or termination which cannot be settled through negotiation within a period or forty five (45) days, both parties shall in good faith, refer the matter to mediation administered by the Singapore Mediation Centre and finally be resolved by arbitration in Singapore pursuant to the rules of arbitration of the Singapore International Arbitration Centre (SIAC) by one arbitrator in accordance with the said rules.