Governing Provisions. These Terms and Conditions of Purchase (“Standard Terms”) govern the supply of products (“Products”) and services (“Services”) by the supplier (“Supplier”) and purchased by NTUC Health Co-Operative Limited or its Affiliate (“Purchaser”). Supplier and Purchaser are each referred to herein individually as a “Party” and together as the “Parties”. “Affiliate” of a party means any other entity controlling, controlled by, or under common control with such party, where “control” of an entity means the ownership, directly or indirectly, of 50% or more of either the shares or other equity in such entity or the voting rights in such entity. Purchaser agrees to purchase the Products and Services only upon Supplier’s complete acceptance of these Standard Terms without modifications or additions. Unless specifically agreed to in writing by Purchaser, no additional or different terms (except additional warranties given by Supplier) contained in Supplier’s quote, acknowledgement, invoice or other forms shall become part of the purchase order (“Order”), notwithstanding any failure by Purchaser to specifically object to such terms. These Standard Terms supersede any other terms between the Parties. The Order, Standard Terms and Order Acknowledgement (defined below), together with any change orders or instructions thereto, shall constitute the “Agreement”.
Order Acceptance. The Supplier shall confirm acceptance of these Terms and Conditions either
the Supplier’s written acknowledgement of the Purchase order or the failure by the Supplier to notify Purchaser of the Supplier’s non-acceptance of the Purchase Order within three (3) working days of the date hereof; or
The Supplier’s supplying of any or performing any part of the Goods/Services specified in the Purchase Order
Change Order. Purchaser may at any time demand modifications of any Order. If such modifications result in an increase or a reduction of Supplier’s costs or in a delay of delivery, Supplier shall notify Purchaser immediately. If an Order Acknowledgement has already been issued, the Parties shall agree on a reasonable adjustment of the Order. Any proposed alteration of the Products, Services or the Order by Supplier requires Purchaser’s prior written consent.
Warranties & Representations. Supplier warrants and represents to Purchaser that:
Supplier has the power and authority to enter into, execute and deliver this Agreement and to carry the terms hereof into effect; and
Supplier’s obligations under this Agreement constitute legal, valid and binding obligations binding on Supplier in accordance with the provisions herein.
Prices. The prices are as agreed upon in writing between the Parties and are fixed.
Invoicing/Payment/Taxes. Supplier shall invoice Purchaser upon delivery as per the specified Incoterm. Supplier shall submit invoices in an auditable form, complying with Purchaser’s requirements and the Parties’ applicable local mandatory law and generally accepted accounting principles.
Unless specifically agreed in writing, the payment term shall be 60 days from receipt of the invoice by Purchaser.
If Supplier is subject to withholding tax in Singapore, such tax is to the charge of Supplier. Purchaser will deduct such withholding tax from the charges due and pay the withholding tax on behalf of Supplier to the responsible authority. GST, if levied, is to be paid by Purchaser, unless otherwise agreed.
With respect to Non-Conforming Products or Non-Conforming Services (as defined in these Standard Terms), Purchaser reserves the right to recoupment or set off of such amount owed to Supplier or to withhold payment.
Delivery. Except as otherwise agreed between the Parties, delivery terms shall be DDP (Ship To location) (Incoterms 2010). Time whenever mentioned in the Agreement is of the essence. The Products shall be delivered (packed and marked) according to Purchaser’s specifications or, if absent, in a manner that Supplier selects as commercially reasonable.
Title & Risk of loss. Title shall transfer with risk of loss as per the specified Incoterm. Partial delivery, excess delivery, or earlier delivery than agreed require the prior written approval of Purchaser, and if not so approved, shall be considered as Non-Conforming Products.
Confidentiality. All information disclosed by Purchaser shall remain Purchaser’s property, shall not be disclosed to any third party, and shall be returned to Purchaser upon completion of Order or upon demand.
Supplier agrees that the Confidential Information may only be used by Supplier for the performance of its obligations under this Agreement and for no other purposes. Supplier shall maintain the Confidential Information with the same degree of care as it holds its own confidential and proprietary information and, in any event, with no less than a reasonable standard of care. Supplier agrees to disclose the Confidential Information only to those of its employees (and where permitted, to its subcontractors) who have a need to know such information in order to perform its obligations under the Agreement, and who are bound by non-disclosure obligations consistent with the terms of this Agreement.
Personal Data Protection. To the extent Supplier has access to or receives Personal Data (as
defined in the Personal Data Protection Act 2012 (Act 26 of 2012) (“PDPA”)) from Purchaser,
Supplier represents and warrants to Purchaser that it has at all times complied with the requirements of the PDPA in respect of Supplier’s collection, use, processing, disclosure, protection, retention and other handling of such Personal Data, and Supplier undertakes to continue to comply with the aforesaid requirements of the PDPA in respect of such Personal Data; and
Supplier shall not transfer any such Personal Data outside Singapore without the written consent of Purchaser; and
if any Singapore telephone number which forms part of the Personal Data is proposed to be used as the addressee of a voice call, fax or text message (including SMS/MMS, or through any data service) in the provision of the Services, Supplier represents and warrants to Purchaser that such Singapore telephone number shall be used for such purpose only if: (i) the message to be sent is not a "specified message" as defined in the PDPA; or (ii) the prior written consent of the relevant recipient has been obtained.
To the extent Supplier discloses Personal Data to Purchaser, Supplier undertakes to Purchaser that, by the time of such disclosure:
Supplier will have obtained all the necessary consents from the relevant individuals to whom the Personal Data relates, for the disclosure of their Personal Data to Purchaser for Purchaser’s collection, use, disclosure, retention and/or other handling of such Personal Data for the purposes of this Agreement; and
such consents have not been withdrawn.
Express Warranties. Supplier warrants that (i) the Products and Services conform in all respects to any expressed warranties made by Supplier to Purchaser; (ii) the Products and Services are free from defects in title, labour, materials, services, manufacture, and design; (iii) the Products and Services conform to the applicable specifications, drawings, and standards of quality and performance; (iv) the Products and Services comply with all governmental requirements that may apply to the design, production, sale, or distribution of the Products; (v) the Products are new and unused at the date of delivery and fit for the purposes for which purchased by Purchaser; and (vi) the Services will be performed with all appropriate skill and care in accordance with industry best practice and in compliance with all governmental requirements that apply to the Services. Purchaser’s acceptance or use of or payment for the Products or Services shall not diminish Supplier’s obligations under this warranty.
If the Products or Services do not conform with the above warranties (“Non-Conforming Products” and “Non-Conforming Services”), Supplier agrees, at Purchaser’s option, to: (i) repair or replace Non-Conforming Products or re-perform Non-Conforming Services within the time specified by Purchaser; (ii) issue a credit note for the corresponding amount or refund the purchase price; or (iii) assent to and perform pursuant to Purchaser’s exercise of any other applicable rights or remedies available under contract, law, or equity, including the purchase of substitute products or services. If Product is repaired or replaced or a Service is re-performed, the warranty period shall restart.
Indemnity. Supplier agrees to pay, reimburse, defend, hold harmless, and indemnify Purchaser (whether direct or indirect), and its successor and assign, from and against all claims, liability, loss, damage, and expenses (including without limitation attorneys’ fees) arising from or in connection with any third party claims or demands for personal injury or death, property damage, or economic loss allegedly caused by or contributed to by (i) any of the Products supplied by Supplier, regardless of whether such claim or demand arises under tort, negligence, contract, warranty, strict liability, product liability, or any other legal or equitable theories, and/or (ii) the performance of any service or work by Supplier or its employees, agents, representatives, or sub-contractors on the property of Purchaser or the use by Supplier of the property of Purchaser. Such indemnification obligation applies to the extent of fault of Supplier and its employees, agents, representatives, and subcontractors, and regardless of whether both Supplier and Purchaser are negligent or otherwise at fault.
Intellectual Property All Purchaser Materials are the exclusive property of Purchaser. Purchaser shall retain ownership of all Intellectual Property Rights in the Purchaser Materials. The Supplier agrees and acknowledges that the Supplier shall not, without the prior written approval of Purchaser, use Purchaser's logo and/or name. Any use of Purchaser's logo and/or name shall adhere to the Purchaser's guidelines and/or such other reasonable guidelines and policies as Purchaser may notify from time to time. The Supplier shall submit to Purchaser, all materials created which use Purchaser's Materials for Purchaser's approval one (1) week prior to the intended use of the said materials. Purchaser reserves the right to object and/or refuse any proposed usage of Purchaser Materials if found inappropriate or outside of agreed terms.
The Supplier agrees that (a) any goodwill derived from the use by the Supplier of the Purchaser Materials shall inure to the benefit of Purchaser. Purchaser may at any time call for a confirmatory assignment of that goodwill and the Supplier shall immediately execute it; and (b) the Supplier shall not apply for or obtain the registration of any Purchaser Materials or any trade mark which comprises or is confusingly similar to the Purchaser Materials for any goods or services in any country.
All Intellectual Property Rights in any materials or documents created or commissioned by the Supplier for Purchaser pursuant to and/or for the purpose of delivering the Goods and/or performing the Services under this Agreement (“Commissioned Materials”) (if any) shall belong to Purchaser. Commissioned Materials include without limitation the Deliverables, and any and all updates and modifications to the Deliverables. Purchaser shall have the right, without any charge to any party whatsoever, to edit, modify, change, adapt, rearrange, translate and/or use the Commissioned Materials, in whole or in part, anywhere in the world, in any way as Purchaser deems fit for any purpose whatsoever.
Supplier shall do all things necessary to effect the necessary transfer, assignment or other assurance for the Intellectual Property Rights in all Commissioned Materials to vest in the Purchaser when called upon by the Purchaser to do so. Supplier further warrants that it shall have the authority to effect the necessary transfer, assignment or other assurance as aforesaid.
Where Supplier is the owner of any pre-existing Intellectual Property Rights included in the production of any of the Commissioned Materials (“Supplier’s IP”), Supplier hereby grants to Purchaser a non-exclusive, perpetual, irrevocable, worldwide, royalty-free right and license to use the Supplier’s IP for Purchaser’s own purposes and/or in connection with Purchaser’s business. Where a third party content comprising pre-existing Intellectual Property Rights is included in the production of any of the Commissioned Materials, Supplier shall negotiate a grant of the required usage rights at either no additional charge or pre-agreed cost to Purchaser.
Supplier warrants and represents to the Purchaser that, in relation to the provisions of the Goods,
Supplier has all rights and ownership, or is a licensed user of all Intellectual Property Rights in relation to the Goods;
Supplier has the right and capacity to grant Purchaser a perpetual, irrevocable, non-exclusive, and royalty-free license to use all Intellectual Property Rights relating to the Goods for the purposes of this Agreement;
Supplier confirms that there is no alleged or actual infringement, demand, action or any other claim made by any party with regards to any patent, copyright, trade secret, trademark, trade name, or other Intellectual Property Rights, in relation to the manufacture, sale, distribution, handling, possession or use of the Goods.
Supplier shall fully indemnify Purchaser against any claim by any third party for infringement or alleged infringement of any Intellectual Property Rights which arises or would arise as a result of the Purchaser’s use of the Goods or as a result of Supplier’s performance of the Services.
In the event of an alleged intellectual property infringement being made out, Supplier shall forthwith and without charge to Purchaser, (a) modify, alter or adjust the Goods & Services as shall be necessary to make it non-infringing; (b) procure for Purchaser the right to continue using the Goods & Services; or (c) replace the Goods & Services with non-infringing products and services having substantially the same functionality and performance. If none of the foregoing is practicable, then Purchaser (without prejudice to the Purchaser’s right to terminate this Agreement and/or the applicable SOW and any other rights it may have) is entitled to full refund of the price Purchaser paid Supplier for the Goods & Services, plus compensation for any and all damages, losses, expenses and costs Purchaser incurred as a result of the foregoing.
In the event of termination or expiry of this Agreement, the Supplier shall (a) cease any and all use of the Purchaser Materials in any way, shape, or form or use any marks or names so nearly resembling any of the Purchaser Materials as to cause confusion or deception; (b) forthwith and at its own expense destroy and/or dispose of all Purchaser Materials to Purchaser's satisfaction; and (c) refrain from engaging in any act which would lead a person to believe that the Supplier is associated or connected with Purchaser.
Assignment & Sub-contracting. Neither the Agreement nor any Order, nor any monies due or to become due thereunder, may be assigned or transferred by Supplier without Purchaser’s prior written consent and any purported assignment or transfer without Purchaser’s prior written consent shall be void and of no effect.
Supplier agrees that it will not subcontract any of its obligations without Purchaser’s prior written consent. Any consent given by Purchaser to subcontract is subject to such subcontractor entering into appropriate confidentiality undertakings and Supplier warrants that Purchaser shall not incur any liability to the subcontractor, save for the subcontractor’s expenses and fees that have been pre-approved by Purchaser in writing. Supplier shall not be entitled to charge Purchaser any uplift on sums paid by Supplier to the subcontractor. Supplier acknowledges that provision of the Products and Services (or any part thereof) by the subcontractor shall not relieve Supplier of any of its obligations herein and Supplier shall remain strictly and primarily liable for the same.
Purchaser may assign the Agreement and/or any Order, and/or any of its rights, benefits, duties, or obligations thereunder, without consent to any of its affiliates or to a successor who acquires all or substantially all of the assets or equity of Purchaser through purchase, merger, or other change in control transaction, in which case the obligations of Purchaser shall cease.
Audit. Supplier shall permit Purchaser and/or its authorised representatives (including but not limited to independent auditors, or other consultants) at all reasonable times to access Supplier’s premises as may be required to perform the audit. Supplier shall render, and shall procure that its staff, subcontractor(s), director(s), officer(s), representative(s) and agent(s) render, full cooperation to Purchaser and provide Purchaser with all support and assistance as are necessary to ensure the timely and smooth completion of the audits.
Insurance. Supplier shall maintain all necessary insurance policies at its own expense with a reputable insurance company, with adequate level of cover in respect of the risks arising out of Supplier’s performance of its obligations and from all liabilities arising under this Agreement.
Such insurance shall include public liability insurance, product liability insurance and in transit insurance. The provisions of any insurance or the amount of cover shall not relieve Supplier of any liabilities under this Agreement. It shall be the responsibility of Supplier to determine the amount of insurance cover that will be adequate to enable Supplier to satisfy its liability under this Agreement.
Gifts, Inducements or Rewards. Purchaser may terminate this Agreement and/or any Order and recover from Supplier the amount of any loss resulting from such termination, if Supplier shall have offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any action in relation to the obtaining or execution of this Agreement and/or any Order with Purchaser or for showing or forbearing to show favour to any person in relation to this Agreement and/or any Order with Purchaser, or if the like acts shall have been done by any person employed by Supplier or acting on its behalf (whether with or without the knowledge of Supplier) or if in relation to this Agreement and/or any Order, Supplier or any person employed by it or acting on its behalf shall have committed any offence under the relevant provisions of the prevailing laws or shall have abetted or attempted to commit such an offence or shall have given any fee or reward the receipt of which is an offence under the relevant provisions of the prevailing laws.
Force Majeure. In the event that war, fire, explosion, flood, strike, riot, act of governmental authority, pandemic, act of terrorism, act of God, a natural disaster, or other contingency beyond the reasonable control of a Party causes cessation or interruption of its performance hereunder, then such performance shall be excused for the period of the disability, without liability, provided that the Party unable to carry out its obligations hereunder shall have, promptly after it has actual knowledge of the beginning of any excusable delay, notified the other Party of such delay, of the reason therefore, and of the probable duration and consequence thereof. The Party so excused shall use its best efforts to eliminate the cause of the delay, interruption, or cessation and resume performance of its obligations hereunder with the least possible delay. If the period of disability extends for a period greater than 30 days, then the other Party, notwithstanding the other termination provisions of these Standard Terms, may terminate the Order and/or Agreement upon 14 days’ prior written notice.
Termination. Purchaser may terminate all or part of the Agreement and/or any Order without cause on 30’ notice. Purchaser’s liability for cancellation without cause shall be limited to Supplier’s actual cost for work and materials applicable solely to the Order and consistent with agreed purchase order commitments, if any, for raw material, work in process, and furnished products materials. Supplier shall cancel all purchase commitments for raw materials and other product inputs when it receives notice of cancellation from Purchaser. If prior to delivery, Supplier becomes insolvent or bankrupt, or bankruptcy or insolvency proceedings are filed by or against Supplier, or Supplier otherwise is deemed to be bankrupt or insolvent, Purchaser may terminate the Agreement and/or any Order immediately by sending Supplier written notice.
Without prejudice to any other provisions herein, Purchaser may terminate all or part of the Agreement and/or any Order with immediate effect upon written notice to Supplier if Supplier commits a breach of any of its obligations which is not remedied within 7 days of Supplier’s receipt of notice. Upon termination due to Supplier’s breach, Purchaser shall have against Supplier all remedies provided by contract, law, and equity.
Except as otherwise provided, upon termination for any reason, the rights and obligations of the Parties that arose under this Agreement prior to its termination shall survive termination.
Consequences of Termination. In the event of termination under this Agreement for any reason:
Supplier shall cease work forthwith or as soon as practicable and without undue delay, take such steps that are necessary to bring an end to the Products and Services which are terminated and to reduce expenditures to a minimum. Purchaser shall not be obliged to make any payment in respect of or incidental to work which Supplier has not yet proceeded with at the date of termination;
Supplier shall refund to Purchaser on a pro-rata basis, all payments made in advance or previously paid to Supplier under the Order and/or Agreement for the periods for which the relevant Products have not been delivered and/or Services have not yet been carried out provided always that such refunds as aforesaid shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to Purchaser as a result of the termination of this Agreement due to Supplier’s breach; and
Purchaser shall have the right to purchase from other sources any part of the Products which is defective at the time of termination or a similar goods if it remains undelivered at the time of termination and similar Services which have not been performed, and in the event of termination of this Agreement and/or any Order for cause by Purchaser, any increased costs shall be deducted from any moneys due or to become due to Supplier or shall be recoverable as damages.
Disputes, Applicable Law. The Agreement and all Orders shall be governed by the laws of Singapore. The Parties agree that any dispute arising under the Agreement and any Orders shall be resolved in, and the Parties hereby submit to the exclusive jurisdictions of the courts of Singapore. The United Nations Convention on Contracts for the International Sale of Goods, to the extent it may be deemed to apply, shall not apply to the Agreement or any Order.
Notices & Communications. All notices provided under this Agreement shall be in writing in English and, other than for service of process which must comply with applicable civil procedure requirements for delivery, will be deemed to have been properly given when delivered personally or sent by registered post or courier to the Party at the address set out in the Order, or by way of email to the email address set out in the Order or such other address as a Party may substitute from time to time by giving notice to the other Party in writing.
Notice will be deemed given upon delivery if sent by hand delivery or courier; 3 days after posting if sent by registered post; and 24 hours after completion of transmission if sent by email unless a contrary message or other indication is issued by the system administrator about the status of the transmission.
Relationship. Nothing in the Agreement is intended to nor shall constitute any partnership, joint venture or relationship of employment between the Parties. Supplier has no right or authority to bind Purchaser in any manner or thing whatsoever and shall not hold itself out as having the right or authority to do so.
Third party rights. A person or entity who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of the Agreement.
Entire agreement. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Severability. In the event that any provision contained in the Agreement shall be found invalid or unenforceable, the balance of the Agreement shall remain in full force and effect.
Variation. No variation of the Agreement shall be effective unless it is in writing and signed by the Parties.
Waiver. No waiver of any provision of the Agreement, or any right or default thereunder, shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. Any such waiver shall be effective only for the instance given and shall not operate as a waiver with respect to any other right or obligation under the Agreement or applicable law in connection with any other instance or circumstance.
Headings. . The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of these Standard Terms.