General terms and conditions for purchase of goods and services

1.

INTERPRETATION

1.1 In these Terms and Conditions, the following words shall have the following meanings:
"Change of Control" shall be deemed to occur if a person who Controls any body corporate or undertaking ceases to do so, or if another person acquires Control of it;
"Company" means GMG Global Ltd and/or its affiliates (as applicable);
"Confidential Information" includes, but is not limited to, proprietary information belonging to the Company, its clients and customers, its projects, business plans (both current and under development), data, trade secrets, information pertaining to prospective clients or customers, financial information, information concerning costs, revenues, profiles, strategies, methodologies, processes, systems, suppliers, vendors, employees, independent contractors, techniques, current, future or proposed services, computer programs, technical information, all information provided to the Company by the Seller pursuant to the Contract and all other information which is treated by the Company as confidential or is disclosed under circumstances that should reasonably indicate that the disclosed information should be treated as confidential but shall not include information or knowledge which (a) has become public knowledge other than as a result of unauthorized disclosure (whether directly or indirectly) by the Seller; or (b) is received from a third party without any duty of confidentiality in relation thereto.
"Control" means the ability to directly or indirectly control the business of another company;
"Contract" means the contract for the supply of Goods/Services between the Company and the Seller, incorporating the Order and these Terms and Conditions (as amended from time to time);
"Goods" means any goods agreed in the Contract to be purchased by the Company from the Seller (including any part or parts of them);
"Order" means the purchase order issued by the Company to the Seller for the supply of the Goods/Services;
"Seller" means any person, firm or company who supplies Goods or Services to the Company pursuant to an Order;
"Services" means any services agreed in the Contract to be provided by the Seller to the Company.
1.2 In these Terms and Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

2.

APPLICATION OF TERMS AND CONDITIONS

2.1 These Terms and Conditions (as amended from time to time) are the only terms and conditions upon which the Company is prepared to deal with the Seller and they shall govern the Contract to the exclusion of all other terms or conditions other than those contained in the Order.
2.2 No terms or conditions endorsed upon, delivered with or contained in the Seller's quotation, acknowledgement or acceptance of order or similar document will form part of the Contract and the Seller waives any right which it otherwise might have to rely on such terms and conditions.

3.

TERM, PRICE

3.1 The Contract will commence on the commencement date stipulated in the Order and will remain in force for the duration as stipulated in the Order, unless terminated earlier in accordance with the Contract.
3.2 The price of the Goods/Services shall be stated in the Order and unless otherwise agreed in writing by the Company, shall be inclusive of all taxes and all other charges (including but not limited to packing and loading charges).
3.3 Variations in the price or extra charges will not be accepted by the Company, other than as expressly agreed pursuant to Clause 17 (Changes).

4.

PAYMENT TERMS

4.1 The Goods/Services shall be paid in accordance with the payment terms set out in the Order.
4.2 If there are no specific payment terms set out in the Order, the Company shall pay the price of the Goods within 30 days of the date of the invoice for the same received from the Seller, but time for payment shall not be of the essence of the Contract.
4.3 The Seller must promptly send its invoice to the Company for payment, but in any event within 30 days of the date of delivery of the Goods or completion of the Services.
4.4 Without prejudice to any other right or remedy, the Company reserves the right to set off any amount owing at any time from the Seller to the Company against any amount payable by the Company to the Seller.

5.

WARRANTIES

5.1 In relation to the Goods, the Seller warrants to the Company that the Goods will:
 
  1. be of the best available design, of the best quality, material and workmanship;
  2. be free from defects in design, materials and workmanship;
  3. conform in all respects with the Order; and
  4. comply with all applicable statutory, legal and other regulations and requirements (including codes of practice) in force at the date of delivery concerning, without limitation, the manufacture, packing, packaging, storage, carriage, delivery and sale of the Goods.
5.2 In relation to the Services, the Seller warrants to the Company that:
 
  1. the Services will be performed in accordance with the terms of the Order;
  2. the Services will be performed in accordance with best industry practice and with all reasonable skill and care by properly trained, qualified and experienced personnel;
  3. in the performance of the Services, it will comply with all applicable statutory, legal and other regulations and requirements (including codes of practice) which may be in force at the date the Services are provided, including without limitation, health and safety regulations;
  4. in relation to any Goods supplied as part of the Services the Seller gives the warranties contained in Clause 5.1 above;
  5. in the performance of the Services, it will comply with all of the Company's policies and procedures, including, without limitation, those related to safety and security; and
  6. in the performance of the Services, it will comply with all reasonable directions given by the Company.
5.3 The warranties provided for in this Clause 5 (Warranties) shall be in addition to those implied by or available at law or in equity and shall continue in force notwithstanding the acceptance by the Company of all or any part of the Goods in respect of which such warranties and remedies are available.

6.

DELIVERY OF GOODS

6.1 Unless otherwise stated in the Order, the Goods shall be delivered, carriage paid, to the Company's place of business or to such other place of delivery as is agreed by the Company in writing prior to delivery of the Goods, all deliveries to take place in normal business hours. The Seller shall off-load the Goods as directed by the Company.
6.2 The date for delivery shall be as specified in the Order or otherwise by the Company. Time for delivery shall be of the essence.
6.3 The Seller shall ensure that each delivery is accompanied by a delivery note which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
6.4 Where it is agreed that delivery is to be by instalments, failure by the Seller to deliver any one instalment shall entitle the Company at its option to treat the whole Contract as repudiated.
6.5 If Goods delivered to the Company are in excess of the quantities ordered, the Company shall not be bound to pay for the excess and any excess will be and will remain at the Seller's risk and will be returnable at the Seller's expense.
6.6 The Seller must deliver to the Company any manuals for operating and maintaining the Goods requested by the Company or required to properly utilise the Goods at least one week prior to delivery of the Goods.

7.

TIME OF PERFORMANCE OF SERVICES

7.1 The Seller shall perform or complete the Services by the time stated in the Contract or within a reasonable time if no time is stated. This provision is of the essence of the Contract.
7.2 If any event occurs that is beyond the control of the Seller which may prevent or delay completion of the Services (or any part) by the due date, the Seller shall, within three days of becoming aware of that event, give notice to the Company specifying the cause of delay.
7.3 Any delay in performance of or completion of the Services will entitle the Company to recover liquidated damages from the Seller at the rate (if any) stated in the Order. The Company may deduct any liquidated damages from amounts becoming due to the Seller.

8.

TITLE AND RISK

8.1 Title to the Goods shall pass to the Company upon delivery.
8.2 The Goods shall remain at the risk of the Seller until delivery to the Company is complete.
8.3 Where Goods are delivered in several consignments, Clauses 8.1 and 8.2 shall apply to each consignment.
8.4 Title to goods or material appropriated or allocated to or provided as part of the Services shall vest in the Company, when they are so appropriated, allocated or provided.
8.5 If, in the performance of the Services, the Seller or its employees bring the Seller's or its employees' own property on to the Company's premises, such property shall be at the Seller's (or its employees') risk for so long as it remains there.

9.

ACCESS TO SITE

9.1 The Company will provide the Seller access to such parts of its site as is reasonably necessary for the performance of the Services. The Seller acknowledges that it will not have an exclusive or uninterrupted licence to use any part of the site.
9.2 The Seller will facilitate the execution of work by other contractors as required by the Company and will cooperate with other contractors to avoid any interruption or interference to itself and/or to others.
9.3 The Seller must satisfy itself as to the position, dimensions and suitability of any other work that may affect the Services. It will not be entitled to any additional payment arising from changes required as a result of its failure to do so.

10.

PERSONNEL ENGAGED BY SELLER

  The Company shall have the right to require the Seller to remove any person engaged in the performance of the Services at the Company's sole discretion and the Seller shall forthwith remove and shall not again employ such employees or other person in the performance of the Services. The Seller shall replace any person so removed forthwith upon his removal. The Company shall have no liability to the Seller in respect of such removal or replacement and the Seller shall indemnify the Company for any loss it suffers in respect of the same.

11.

INDEMNITY BY SELLER

  The Seller shall keep the Company indemnified in full against all direct, indirect or consequential liabilities (including without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with:
 
  1. defective workmanship, quality or materials;
  2. an infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the Goods/Services;
  3. a breach or negligent performance or failure or delay in performance of the terms of the Contract by the Seller.

12.

INSURANCE

12.1 The Seller shall take out and maintain adequate insurance with respect to the risks arising pursuant to the Contract.
12.2 These insurances will include as a minimum, public liability and employer's liability insurance, plus product liability, insurance of goods in transit and such other insurances as are specified in the Order.

13.

ASSIGNMENT

13.1 The Seller shall not be entitled to assign or subcontract the Contract or any part of it without the prior written consent of the Company.
13.2 The Company may assign the Contract or any part of it to any person, firm or company.

14.

CONFIDENTIALITY

14.1 The Seller acknowledges and agrees that in the course of the performance of the Contract, it may have access to Confidential Information (as defined above) belonging to the Company. The Seller covenants and agrees to hold in strictest confidence all such Confidential Information, including any Confidential Information created by the Seller in providing the services rendered under the Contract and such Confidential Information may not, unless otherwise required by applicable law: (a) be used, published, disclosed or otherwise made available by the Seller to any other person, firm or entity; or (ii) be otherwise used by the Seller for its own purposes or for the business or benefit of anyone other than the Company or its clients.
14.2 The obligations under this Clause 14 shall survive the termination of the Contract.

15.

TERMINATION

15.1 The Company shall have the right at any time without cause to terminate the Contract in whole or in part by giving the Seller written notice whereupon all work on the Contract shall be discontinued. On termination pursuant to this Clause 15.1 only the Company shall pay to the Seller fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
15.2 The Company may at any time terminate the Contract by giving notice in writing to the Seller if:
 
  1. the Seller commits a breach of any of the terms and conditions of the Contract;
  2. the Seller convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Seller or for the granting of an administration order in respect of the Seller, or any proceedings are commenced relating to the insolvency or possible insolvency of the Seller;
  3. the Seller ceases or threatens to cease to carry on its business;
  4. the financial position of the Seller deteriorates to such an extent that in the opinion of the Company the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy; or
  5. the Seller suffers a Change of Control.
15.3 The termination of the Contract, however arising, will be without prejudice to the rights and duties of the Company accrued prior to termination. The clauses which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

16.

FORCE MAJEURE

  The Company reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

17.

CHANGES

17.1 The Company may at any time request a change in any of the Goods/Services, including a request for additional work or a reduction in the scope of the Order.
17.2 The Seller shall comply with all such requests unless it considers that it is unable to do so, in which case it will immediately inform the Company in writing with its reasons.

18.

COMPANY PROPERTY

18.1 Title to and ownership of, and all rights to any intellectual property in, materials, equipment, tools, documentation or data supplied by the Company to the Seller for use in the manufacture of the Goods or the performance of the Services ("Company Property") shall at all times be and remain with the Company. Company Property shall be held by the Seller in safe custody at its own risk and maintained and kept in good condition by the Seller until returned to the Company on demand by the Company. Company Property shall not be disposed of other than in accordance with the Company's written instructions, nor shall such Company Property be used otherwise than as necessary for the Seller to perform the Contract. The Seller shall be liable for any loss or damage to Company Property whilst in the Seller's care or control.
18.2 Any intellectual property rights created by the Seller in the performance of the Contracts shall be and remain the property of the Company.

19.

SELLER'S DEFAULT AND COMPANY'S REMEDIES

  If any Goods or Services are not supplied in accordance with, or the Seller fails to comply with, any of the terms of the Contract, the Company shall be entitled (in addition to and without prejudice to all other rights or remedies available to it) to any one or more of the following remedies at its discretion, whether or not any part of the Goods or Services have been accepted by the Company:
 
  1. to terminate the Contract;
  2. to reject the Goods/Services (in whole or in part) and, where reasonably possible, return them to the Seller at the risk and cost of the Seller, on the basis that a full refund for the Goods/Services so returned shall be paid forthwith to the Company;
  3. at the Company's option to give the Seller the opportunity at the Seller's expense either to remedy any defect in the Goods/Services or to supply replacement Goods/Services and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
  4. to refuse to accept any further deliveries of the Goods/Services but without any liability to the Seller;
  5. to carry out, or employ a third party to carry out, at the Seller's expense any work necessary to make the Goods comply with the Contract or complete the performance of the Services in accordance with the Contract; and/or
  6. to claim such damages as may have been sustained in consequence of the Seller's breach or breaches of the Contract.

20.

OTHER PROVISIONS

20.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company.
20.2 If any term in the Contract shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such term or part shall to that extent be deemed not to form part of the Contract but the legality, validity or enforceability of the remainder of the Contract shall not be affected.
20.3 No failure on the part of the Company to exercise, and no delay on its part in exercising any right or remedy under the Contract will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
20.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Seller will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
20.5 No person who is not party to the Contract shall have any right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any provision of this Contract, provided that the Services may be intended to benefit not only the Company, but also members of the Company's group. Any member of the Company's group which receives Goods/Services pursuant to the Contract shall therefore be entitled, for the purposes of the Contracts (Rights of Third Parties) Act (Cap 53B), to enforce the Contract with all the rights and remedies that are available to the Company.
20.6 The Contract shall be governed by, and construed in accordance with, the laws of Singapore. The parties agree that the courts of Singapore are the most appropriate and convenient forum with jurisdiction to settle any disputes arising from or in relation to the Contract, and waive any right to raise the contrary. The parties agree to submit to the non-exclusive jurisdiction of the courts of Singapore.