1.1 Purchase orders placed by Puretech Engineering Pte Ltd (“PEPL”) become effective only if submitted in writing. Orders placed verbally or via telephone require written confirmation by PEPL to be binding.
1.2 Unless the written purchase order (“PO”) specifies otherwise, PEPL’s Condition of Purchase shall exclusively apply. Any conditions of the supplier which differ from PEPL’s Conditions of Purchase shall not be applicable unless, and to the extent, expressly acknowledged in writing by PEPL.
2. Order documents and Order of Precedence
The following documents constitute the Order Documents:
(i) The PEPL Purchase Order Amendment(s) (if any)
(ii) The PEPL Purchase Order
(iii) The Supplemental Terms and Conditions (if any)
(iv) These General Terms and Conditions
(v) The Specification (if any)
(vi) Other Appendices attached hereto (if any)
In the event of errors, omissions, ambiguities, discrepancies or inconsistencies in the provisions of the Order Documents, specific Order Documents, as amended, shall govern and take precedence in the order in which they are listed above.
3. Time of Delivery
3.1 Any time of delivery that has been agreed on begins to run as of the date the order if placed. The supplier warrants that he will observe the agreed time limits and dates. Date or time of delivery shall be deemed observed upon receipt of the goods at the agreed time at the place designated by PEPL in the PO.
3.2 As soon as the supplier becomes aware that he will be unsuccessful in making timely delivery in full or in part, he shall give notice of such fact immediately, setting forth reasons and the presumed duration of the delay, without his contractual obligations being changed thereby.
3.3 In the event the agreed dates are not observed due to circumstances under the control of the supplier, PEPL shall have the option after the expiration of a reasonable extension of the original time specified by PEPL to cancel the contract, to procure substitute delivery from a third part and/or to demand damages for non-performance, all these without prejudice to further legal claims.
3.4 If delivery is delayed due to events of nature, state of war, seizure by government authorities or by any other cases of force majeure, PEPL shall have the right to cancel the contract if the event impedes delivery continues to a point in time which makes delivery no longer interesting to PEPL, particularly because of a cancellation by the PEPL customer due to the delayed delivery.
3.5 If payment of a penalty has been agreed on, the assertion of such penalty shall neither preclude the right to performance of the contract nor claims for damages.
4. Filing of Purchase Orders
4.1 Instructions, if any, for the filling of orders shall be complied with precisely. Any and all expenses and losses incurred due to non-compliance with such instructions shall go to supplier’s account.
4.2 Short shipments or excess shipments are not permissible.
5.1 Unless agreed otherwise, shipment shall be made to the address stated by PEPL.
5.2 The risk shall not pass until such time as the goods have been accepted and inspected by PEPL.
5.3 The despatch note shall be mailed in duplicate to PEPL on the date of shipment. Said despatch note must show the extent of the shipment with reasonable clarity. Accordingly, an accurate designation of the delivered item is required as well as the quantity, measurements, weight, etc., and the indication of the date(s) of the shipment and of the PEPL order number. An invoice shall not be deemed to be a despatch note. Shipments received without proper despatch note shall not be deemed performance hereunder unless and until such despatch note is received.
6.1 The supplier represents and warrants that deliveries and services are of the quality contractually stipulated or warranted otherwise, that they are in conformity with the present state of the art engineering, the generally recognized principles of engineering, the description contained in the contract, the technical specification as well as other terms of the Purchase Order involved, and that they are free from defects which cancels or reduce the value of the fitness for the customary use or the use presumed at the time the order was placed. All parts delivered must be brand-new. All items that are delivered must have been made exclusively in accordance with designs and manufacturing methods tested in operation. In the event that deviations from the above provisions should be necessary in individual instances, the supplier shall obtain the written consent of PEPL for such deviation.
6.2 Unless statutory provisions provide for a longer warranty period, the warranty period ends 12 months after the item delivered has been put into operation by the customer of PEPL, but in no event later than 24 months after delivery of the item to PEPL or to a third party named by PEPL in the PO. The warranty period stipulated above shall be extended in each case by the period during which delivered item cannot be put into operation due to a defect which is subjected to warranty.
6.3 If the supplier fails to remove the defect within the prescribed period, PEPL shall have the right either to cure the defect themselves or have it cured at the expense of the supplier or to assert the legal claims. The same rights shall subsist without additional prerequisites if the supplier refuses to remove the defect or to acknowledge the existence of a defect. If a defect pertaining to the operability of the delivered item or to a facility affected thereby cannot be removed, PEPL shall have the right to assert the legal claims. Any warranty work that cannot be deferred may be performed by PEPL or by third parties with utmost care upon prior coordination with the supplier and at the supplier’s expense. This shall not affect the obligations of the supplier under the warranty.
6.4 If the supplier did not participate in the installation of the delivered item and if the supplier relates a defect to the installation and/or commissioning, the above warranty provisions shall apply unless it can be established that PEPL or the PEPL customer failed to install the item or to commission it in accordance with the written instructions of the supplier.
7. Third Party Rights
The supplier represents and warrants that the delivered item is free from the rights of third parties and that no rights of third parties are infringed by the delivery or the use of the delivered item. If any rights should be asserted by any third parties, PEPL may request the supplier to save PEPL harmless with respect to any and all claims, and without regard to the fault of the supplier may demand compensation for any loss incurred by PEPL or the PEPL customer, including the cost of defense in litigation. PEPL shall also have the right to obtain permission from the authorized party to put the delivered item into operation and use it at the expense of the supplier.
8. Invoicing and Payment
8.1 Invoicing shall be sent to PEPL in duplicate. A separate invoice shall be submitted for each PO number. Each invoice must show the PEPL order number, invoices that do not comply with the foregoing provision are not due for payment. Unless agreed otherwise, PEPL shall make payment in Purchase Order currency net within 60 days upon complete receipt of the goods and proper invoicing. Payment has no influence on the supplier’s warranty. In the event PEPL discovers that a shipment has a defect covered by warranty, PEPL shall have the right to withhold the portion of the price that corresponds to the importance of the defect until the time such defect is removed. In cases of that nature the item of payment will begins as of the date that the defect is properly removed. As assignment of the supplier’s claims for payment shall require the prior written consent of PEPL.
8.2 Supplier shall only invoice PEPL only upon the requirements as stated in the Purchase Order has been met and that includes submission of technical documentation (if any), otherwise PEPL may withhold 10% of the total order value until submission of the documentation has been completed.
9. General Terms
9.1 Verbal statements and verbal side agreements shall be binding only if confirmed by PEPL in writing.
9.2 Place of performance for deliveries is the shipping address stated by PEPL, or in the absence of such address, the PEPL office in Singapore.
9.3 The supplier shall in the performance of the order comply with all laws, regulations, orders, by-laws, and provisions enacted by any federal, provincial, municipal or other lawfully constituted authority.
9.4 This order shall be governed by and interpreted in all respects in accordance with the laws of Singapore and the parties shall attorn to the jurisdiction of the courts of Singapore.
9.5 The supplier undertakes to treat as confidential and not to disclose to third parties any commercial or technical particulars which are not common knowledge but of which he gains knowledge through the business relationship.
9.6 In the event the supplier suspends his payments or that bankruptcy proceedings regarding his assets or composition proceedings in or out of court are applied for, PEPL shall have the right to cancel that part of the contract which has not been performed.
9.7 The parties agree that all correspondences and documentation of any nature whatsoever furnished by the supplier to PEPL pursuant to this order shall be supplied in the English language.