1           Definitions

In this agreement, unless the contrary intention appears:

agreement means the relevant, Part I Procurement Agreement and Part II General Terms and Conditions.

authorised signatories means the designated representative of each party duly authorised.

business day means a day other than a Saturday, Sunday or a gazetted public holiday in Singapore.

Code of Conduct means the Company’s code of conduct available on the website wwww.honglam.com.sg.

Company means Hong Lam Marine Pte Ltd and/or its related corporation as the case may be.

defective goods means goods which are not in conformity with this agreement.

defective services mean services or the results of any services which are not in conformity with this agreement.

delivery location means Company’s premises or location for delivering the goods or providing the service detailed in the order.

delivery order is the note which contains the details of supplies or works done including exact quantity of goods supplied, complete description and specifications of the goods or services and the place and time of delivery.

goods means the goods, if any, described in the order.

government authority means any national, state, local, regional, territorial or municipal government, ministry, governmental department, commission, board, bureau, agency, executive, legislative, judicial or administrative body, having jurisdiction over the goods or services or the delivery location. 

GST has the same meaning as in the GST Act.

GST Act means the Goods and Services Tax Act (Chapter 117A).

insolvent means, with respect to a party, insolvent (as defined in the Companies Act (Chapter 50)), in liquidation or provisional liquidation, receivership, bankruptcy (protective or otherwise) or under administration, unable to pay its debts as and when they fall due or otherwise insolvent, or that has entered into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors or in respect of which any analogous event has occurred.

intellectual property rights includes, without limitation, all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, trademarks, know-how, confidential information, patents, inventions and discoveries and all other intellectual property administered by Intellectual Property Office of Singapore (IPOS).

laws means any statute, ordinance, code, law, decree, circular, rule or regulation by any Government Authority.

licences means all licences, qualifications, registrations and other statutory requirements necessary for the supply of goods or services under this agreement.

month means a calendar month.

order means purchase order for goods or services issued by the Company to the Supplier from time to time containing amongst other things, a description of the goods or services and the price.

party means the Company or the Supplier.

parties means the Company and the Supplier.

personnel means the employees, agents, contractors or subcontractors of a party (but the Company’s personnel do not include the Supplier’s personnel).

policies and procedures means any of our policies, procedures, standards, codes, rules, manuals, protocols, plans or directives and similar documents (as may be amended from time to time by the Company), and include:

(a) Code of Conduct;

(b) our health and safety policy; and

(c) all our other policies, procedures, standards, codes, rules, manuals, protocols, plans or directives (and similar documents) which are provided or notified by the Company to the Supplier.

price means the price specified in the order.

related corporation has the meaning given to that term in the Companies Act 1967 (as amended from time to time).

services means the services, if any, described in the order.

Supplier means the person named in the purchase order as the supplier of the goods or in the work order as the supplier of the services.

tax invoice has the same meaning as in the GST Act.

2              Confirmation of Order and Non-Compliance

2.1           Supplier shall acknowledge receipt of the order through the mail confirmation link in the order provided by the Company within three (3) business days of receipt. In the event of a system glitch preventing acknowledgement via the mail confirmation link, the Supplier may alternatively acknowledge receipt by email.  

2.2           Any provision of the Supplier’s documents that conflicts with the terms and conditions of this agreement shall be null and void.

2.3           If the Supplier cannot comply with this agreement in its entirety, the Supplier shall inform the Company at once in writing. The Company reserves the right in such cases, at no cost to the Company, to cancel the order or parts thereof, and to return goods which have already been delivered if applicable.

3           Supply of goods or services

3.1         In consideration of payment of the price by the Company, the Supplier must supply the goods or services to the Company in accordance with the agreement. 

3.2        The Company intends to contract for the goods and/or services only on the terms of the agreement, and not on any other terms. Accordingly, the provision of terms by the Supplier will not bind the Company, will be of no legal effect, and will not constitute a contract or part of this agreement irrespective of any act by the Company or by any of the Company’s personnel, including execution of any document incorporating (including by reference) any term or terms. 

3.3         Before the Supplier supplies the goods and/or services, the Supplier acknowledge that they have read and understood the general terms and conditions before making a supply under this agreement. If the Supplier makes a supply under an order or request by the Company to supply goods or services, whether or not in writing, the Supplier will be deemed to have agreed to this general terms and conditions.  

3.4         The Supplier must supply the goods and/or services to the Company in accordance with this agreement.

3.5         In the event of any ambiguity or uncertainty in respect of an order, such ambiguity or uncertainty must be referred to the Company immediately and a corrected order obtained prior to delivery. 

3.6         The Company will provide the Supplier with access to the delivery location to the extent necessary for the Supplier to provide the goods or services.

3.7         In providing the goods or services, the Supplier must ensure that its personnel: 

• use best endeavours not to interfere with any of the Company’s activities or the activities of any other person at delivery location;
• supply the goods or perform the services in a safe manner and by appropriately qualified and skilled personnel undertaking all activities, functions and tasks safely and continuously, with all due skill and care, and avoiding all undue risk to the environment;
• comply with all applicable laws and the requirements of any government authority and ensure that the Supplier possess all relevant authorisations, permits and licences to provide the goods or services;
• without limiting paragraph (c) above, comply with:
• all applicable occupational health, safety and environmental laws, guidelines and codes of practice including, without limitation, the Workplace Safety and Health (WSH) Act (as amended from time to time);
• the Company’s health and safety policy, environmental policy and occupational health standards, and all other occupational health, safety and environmental guidelines, rules, directions and procedures provided to the Supplier by the Company;
• any induction requirements in relation to the delivery location notified by the Company;
• all of other policies and procedures of the Company;
• the rules of delivery location; and
• all directions and orders given by the Company’s representatives when the Supplier is at delivery location;
• if applicable, provide the Company with regular reports, or more frequently on request in a form approved by the Company, in relation to any occupational health and safety issues in relation to the goods or services and on request by the Company prepare and provide to the Company any information and documents the Supplier is required to prepare or maintain under any laws including laws concerning occupational health, safety and the environment; and
• provide the Company all such information and assistance as reasonably require in connection with any investigation arising from or in connection with the supply of the goods or services.

3.8         The Company may, at any time, require the Supplier to provide evidence of compliance with its obligations under paragraphs 3.7 (b), (c) and (d).

3.9         The agreement does not affect the Company in any way procuring the same, or similar, goods or services from other suppliers.

3.10       The Supplier will be deemed to have made its own independent assessment of the conditions of the delivery location, to the extent that it is relevant to the provision of the goods or services, and taken into account all local and other conditions affecting the performance of the goods or services and all information which is relevant to the risks, contingencies and other circumstances which could affect its performance of the goods or services.

3.11       The Company does not warrant, guarantee or make any representation about the accuracy or adequacy of any information, data or documents made available to the Supplier as to the existing conditions at the delivery location or otherwise in connection with the provision of the goods or services under this agreement and the Company disclaims all responsibility whatsoever in relation to the provision of such information.

4           Conditions as to quality and description of the goods or services

4.1         The goods or services must match the description (including performance criteria, if any) in the order.

4.2         If the Supplier gave the Company a sample of the goods or a demonstration of the services, the goods or services must be of the same nature and quality as the sample or demonstration given. 

4.3         The goods or services must comply with any applicable laws and relevant standards, and must be supplied with copies of all material safety data sheets for dangerous goods.

4.4         The goods or services must be fit for the purpose for which goods or services of the same kind are commonly supplied or bought and for any other purpose which the Company makes known to the Supplier.

4.5         The goods must be of merchantable quality, and must be new (unless otherwise stated on the order).

4.6         If the Supplier supplies more goods than stated on the order, the excess goods may be returned to Supplier at the Supplier’s cost.

5           Delivery

5.1         Unless otherwise specified, the Supplier is responsible for ensuring that the goods are properly and safely packed and delivered (including off-loading) to the delivery location and within the time period specified in the order. The goods delivered must be free of any right or interest of any person (including any encumbrance), other than the right and interest of the Supplier to be paid the price. 

5.2         The Company will be entitled to refuse delivery outside of the agreed delivery time.

                In no circumstances will the Supplier have any claim in respect of damages or losses arising directly or indirectly from rejection by the Company of a delivery outside the agreed delivery time.

5.3         In the event that the Supplier is not in a position to comply with an order whether in respect of the quality or quantity of the goods or services, time of delivery or otherwise, the Supplier is required to notify the Company immediately and delivery should not be executed before receiving consent in writing by the Company. The Company may in such circumstances either cancel or amend the order.

5.4         The Supplier must include a packing list in each package of goods delivered and the packaging must be marked with the order number.

5.5           Instructions for delivery for the order shall be from the authorized personnel of the Company.  Upon receiving confirmed instructions from the Company, the Supplier has to provide the verified delivery order to the Company immediately once available. The Supplier will need to deliver the order as instructed with a minimum of 2 additional copies of the delivery order:

1. One copy to be stamped and signed by receiving agent, if applicable, upon verification of receipt of such supplies and returned to the Supplier at point of delivery;
2. One copy to be stamped by the receiving vessel’s senior officer who will scan and email a copy back to the Company, and to be kept onboard by the vessel.

6           Inspection and acceptance

6.1         The Company must have a reasonable time to inspect the goods after delivery. 

6.2         At the request of the Company, the Supplier must provide to the Company progress reports on the performance of the services. A progress report must be detailed enough to allow the Company to ascertain whether the services are in conformity with this agreement.

6.3         At any time during the performance of the services the Company may inspect or witness tests on the services or their results.

6.4         Any payment or the signing of delivery receipts before inspection does not constitute acceptance of the goods or services.

6.5         If upon inspection the Company finds any goods to be defective goods or any services or their results to be defective services, the Company may exercise its rights under clause 13.

6.6         The Company may reject and return to the Supplier (in the case of goods) any goods or services which are not in conformity with this agreement even if the Company has accepted or paid for those goods or services.

6.7         The Supplier must refund to the Company, when requested, any payments made by the Company in respect of goods or services which the Company rejects, and which are not replaced or re-performed free of charge under clause 13.2.

7           Title and risk

7.1         Title to and risk in the goods does not pass to the Company until the Company takes delivery of, inspect and accept the goods.

7.2         The Supplier warrants that the Supplier has completed ownership of the goods free of any liens, charges and encumbrances and will provide the goods to the Company on that basis and the Company will be entitled to clear, complete and quiet possession of the goods.

8           Price

8.1         The Company agrees to pay the Supplier the price in accordance with this agreement for the goods or services.

8.2         The price is inclusive of all costs incurred by the Supplier in supply of the goods and performance of the services including all charges for packaging, packing, insurance and delivery of the goods in accordance with this agreement and the cost of any items used or supplied in conjunction with the services. The price is also inclusive of all duties and taxes except GST.

8.3         The price may not be increased without prior written consent of the Company. The Company has the right to refuse to give consent.

8.4         In the event that the price reflected in the order is incorrect, the Supplier must notify the Company and ensure that an amended order reflecting the correct price is obtained prior to delivery. Payment must be made as per the price reflected on the order.

8.5          For order issued for services, the Company shall pay the Supplier the actual amount incurred or the amount as stated on the order, whichever is lower. If the job description is deviated, the Supplier shall obtain the Company’s superintendent’s confirmation in writing and the final amount shall be approved in writing by the Company.

9           Invoicing and payment

9.1         The Supplier must submit invoices with details as required in Clause 9.2 below, together with supporting documents as required under Clause 9.3 below, all in one pdf file with file name “Vendor name_ Vessel Code_Invoice number”, to the Company via email to invoicedropbox@honglam.com.sg, no earlier than (as applicable):

(a)      upon delivery and acceptance of the goods as set out in clause 7.1, unless the Company specifically agreed to make a partial or full upfront down payment in which case the invoice should reflect the amount the Company agreed to pay upfront;

(b)      at the completion of the services, unless the order states that progress payments are to be made; and

(c)      where progress payments are to be made for the provision of services, at the end of each month (or other period specified in this agreement) for services performed by the Supplier in that month or that period (as the case may be).

9.2         (a)   When submitting invoice under clause 9.1, the Supplier must include the following details:

• (i) a reference to a valid order;
• (ii) a detailed description of the goods or services supplied;
• (iii) an individual reference number for the Company to quote with remittance payment;
• (iv) the price relating to goods or services, broken down to reflect any price components on the order;
• (v) representative name of the Company and delivery location (if applicable);
• (vi) full bank account details including SWIFT code;
• (vii) the amount of any GST; and
• (viii) Invoices issued by Singapore GST registered company in foreign currency shall indicate the exchange rate for conversion to SGD.

(b)   In the event where credit note is issued, the Supplier must include the invoice number and order number.

9.3         The Supplier shall submit invoices together with the following documents:

• Delivery order (Certified by authorized Company personnel); and
• Order ;
• Service report with time sheets (if applicable); and
• Subcontractor invoices (if relevant).
  • Unless otherwise agreed by the Company in writing, the issuing party of the invoices and the beneficiary of payment shall be the Supplier as stated in the order issued by the Company.
  • All invoices, reports and supporting documents sent to the Company shall be complete and correct and in sufficient details, and shall conform to the Company’s invoicing procedure including GST requirements, if any. The price invoiced by the Supplier shall be inclusive of all Taxes for which the Supplier is liable, except for Taxes invoiced by the Supplier pursuant to Clause 9.9.  The Supplier shall comply with any applicable Goods and Services Tax (GST) laws and clearly state the applicable amount of GST with full description as required for GST credit. The Company, at its sole discretion, may not effect any payment unless proper documents are submitted by the Supplier. 
  • Invoices shall be issued separately for each order. The order reference shall be marked or indicated on all invoices and inquiries concerning the order.  An invoice covering more than one order may be used only with the Company’s prior written agreement.  Discounts shall be separately stated on the invoice.  Invoice processing charges shall not be levied unless there is a special written agreement for this.
  • When the services commissioned under order is to be paid for on an hourly rate basis, daily time sheets, unless otherwise agreed, shall be certified by authorized Company personnel and attached to the invoice. If subcontractors are used, a copy of their invoices shall always accompany the invoice issued to Company.
  • Payment of an invoice does not preclude the Company from filing complaints about goods and related services not properly performed or supplied. The Company shall have the right to set off any loss, damage, liability or claim which it may have against the Supplier under this agreement or any other agreements that the Company has entered into with the Supplier, as at the date of this agreement or at any time thereafter, against payment it owes to the Supplier under this agreement.
  • If the Supplier has a legal responsibility to collect any Taxes directly from the Company for payments to the appropriate tax authorities, the portion of any payment from the Company to the Supplier representing such Taxes shall be separately stated in the invoice in a manner and with all accompanying documentation necessary to satisfy legal invoicing requirements for Taxes imposed on the Company (e.g. Time sheets, reports, plans, training materials, proposals, etc.). Absent of such legal requirement, the Supplier shall not identify any separate items constituting Taxes.
  • The Company shall withhold income and other taxes from payments due to the Supplier under this agreement, and make payment to the appropriate government authority, to the extent that such withholding is required by Law. Payment by the Company to the appropriate governmental office of the amount of money so withheld will be deemed to have been made on behalf of Supplier hereunder for the amount of such payments as if the payments had been made to the Supplier and will relieve the Company of any further obligation to the Supplier with respect to the amount so withheld. Production of any receipt or notice of payment or withholding or a duplicate or facsimile thereof shall be conclusive proof between the parties of such payment or withholding.  The Supplier shall supply the Company in such form and within such time as the Company may specify by a written notice, all information necessary to enable Company to comply with any lawful request for such information from any governmental authority.

9.11         Subject to the Supplier complying with this clause 9, the Company will pay all invoices rendered by the Supplier within the pre-agreed time frame after receipt of correct invoices and duly properly signed delivery order or order except where the Company disputes the invoice, in which case:

(a)      the Company will pay the undisputed part of the relevant invoice (if any) and withhold the balance pending resolution of the dispute; and

(b)      if the resolution of the dispute determines that the Company is to pay an amount to the Supplier, the Company will pay that amount upon resolution of that dispute.

9.12       If the Company is entitled to an exemption or concession concerning any tax or import duty or import tariff with respect to the goods or services, the Supplier must use all reasonable endeavours to apply for that concession or exemption and as far as possible promptly pass on to the Company the benefit of that concession or exemption.

9.13       No interest or any other monies will be payable by the Company in respect of any invoice rendered by the Supplier under clause 9.1 which remains due and payable and unpaid.

9.15       The Company may withhold, retain or set off from any payment due to the Supplier under this agreement any amounts the Company deems necessary to protect the Supplier against any costs, charges, expenses or damages which the Supplier may be liable to the Company for in connection with this agreement or otherwise.

9.15       Unless otherwise agreed, payment will be made in the currency as stated in the order.

9.16       If the order involves the supply of services on a cost plus or per hour basis the Company has the right to conduct an audit of the basis of the Supplier’s charges using records of the Supplier. This right continues for twelve months after the Company pays the relevant invoice.

10         Suspension and termination

10.1       To the extent permitted by law, the Company may at any time suspend performance of obligations under this agreement by giving notice to the Supplier. When the Supplier receives a notice of suspension from the Company, the Supplier must suspend performance of the relevant obligations until such time as the Company directs the Supplier to resume performance of those obligations by notice in writing.

10.2       A party may immediately terminate this agreement by notice in writing to the other party if the other party:

• breaches any term under this agreement and such breach is not able to be remedied;
• breaches any term under this agreement and such breach is not remedied within 14 days of notice being given to the party to remedy the breach;
• breaches any law relating to the supply of the goods or services;
• is convicted of a criminal offence;
• becomes insolvent or unable to pay its debts as they fall due; or
• in the event of a court order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of either party (other than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

10.3       In addition to any other rights of termination available to the Company, the Company may terminate this agreement by giving 14 days’ notice to the Supplier, in which case (subject to the Company’s other rights under this agreement) the Company must reimburse the Supplier for all verifiable:

• work in progress;
• goods or services supplied or completed; and
• expenses incurred up to the date of the notice of termination,

which are incurred in compliance with this agreement, and which cannot be reversed or mitigated by the Supplier applying best efforts.

10.4       In addition to clauses 10.2 and 10.3 the Company may terminate this agreement with immediate effect by notice in writing to the Supplier if any information supplied by the Supplier relating to the order, the Supplier’s details or any other material fact, is materially incorrect.

10.5       If this agreement is terminated pursuant to clauses 10.2, 10.3 or 10.4, the Supplier must cease the supply of the goods or services specified in the order and the Supplier must deliver all goods or services that are in progress or completed as the Company may request.

10.6       Unless expressly stated otherwise, termination of this agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination.

11         Independent contractor

                The Supplier is an independent contractor and not the agent or employee of the Company.  Work shall be performed under the Supplier’s supervision and control, and the Company shall have no authority to supervise the Supplier’s employees, representatives or subcontractors.  The Supplier shall have no authority to make statements, representation or commitments of any kind or take any other action binding on the Company, except as specifically provided in this Agreement.

12         Warranties

12.1       The Supplier warrants on a continuing basis: 

• that the goods or services will:

• be provided in a timely and professional manner in accordance with this agreement; 
• be free from any defect in design, performance, workmanship and makeup;
• be rendered with due care and skill and be of high quality and workmanship and otherwise satisfactory;
• be provided by appropriately qualified, competent, skilled, experienced and professional personnel;
• be fit for the purpose intended by the Company and disclosed to the Supplier;
• be free from any claim of any nature by any third party;
• not infringe or contribute to the infringement of any intellectual property rights; and
• without limiting the foregoing, conform with this agreement;
  • any information supplied by the Supplier relating to this agreement, or the goods or services is true and correct;
  • the Supplier has read and understood the rules of delivery location, as well as any other details relating to the access of delivery location contained in this agreement, and the Supplier will comply with any conditions contained therein; and
  • the Supplier has read and understood our policies and procedures, and the Supplier will comply with any conditions contained therein.

13         Defects

13.1       If the Company finds any of the goods to be defective goods, or any of the services or their results to be defective services, the Company may, at its option:

• return the defective goods to the Supplier;
• reject the defective services by notifying the Supplier that the Company is rejecting them;
• make good or replace the defective goods; or
• re-perform or make good the defective services.

13.2       At the Company’s option and request, the Supplier must:

• repair free of charge or, at the Company’s option, replace free of charge any defective goods that the Company returns to the Supplier;
• re-perform free of charge or make good free of charge any defective services that the Company rejects; or
• reimburse the Company for any expenses incurred by the Company in making good any defective goods or services.

13.3       The Supplier is not liable for any defect or fault in the goods or services to the extent that it is caused by the Company’s negligence or the negligence of its personnel.

14            Indemnity, Gross Negligence and Insurance

14.1         By accepting the order, the Supplier is deemed to have accepted indemnity wordings and comply with the conditions in this clause when attending on board the Company’s vessels:

                (A) Indemnity Wordings

“In consideration of the Supplier permitting its personnel (“the Visitor”) to come on board and be on board the Company’s vessel for the purpose for delivery of goods or services as stated on the order, the Supplier hereby agrees:

1. To indemnify the Company, the Company’s servants, agents and sub-contractors and hold the Company and them harmless without limitation in respect of any and all claims, demands, actions, suits, losses, costs, charges, expenses, damages and liabilities of whatsoever nature and howsoever arising by reason of or in connection with the Visitor coming on board and being on board the vessel, including, but not limited to all costs and expenses (including legal expenses) which the Supplier or they may incur in connection with any such claims, demands, actions, suits, losses, costs, charges, expenses, damages and liabilities.
2. In the event of any proceedings being commenced against the Company or any of the Company’s servants or agents in connection with the Visitor coming on board and being on board the vessel, to provide the Company or them on demand with sufficient funds to defend the same.
3. If, in connection with the Visitor coming on board and being on board the vessel, the vessel, or any other vessel or property in the same or associated ownership, management or control, should be arrested or detained or should the arrest or detention thereof be threatened, or should there be any interference in the use or trading of the vessel (whether by virtue of a caveat being entered on the ship’s registry or otherwise howsoever), to provide on demand such bail or other security as may be required to prevent such arrest or detention or to secure the release of such vessel or property or to remove such interference and to indemnify the Company in respect of any liability, loss, damage or expense caused by such arrest or detention or threatened arrest or detention or such interference, whether or not such arrest or detention or threatened arrest or detention or such interference may be justified.
4. The liability of each and every person under this indemnity shall be joint and several and shall not be conditional upon the Company’s proceeding first against any person, whether or not such person is party to or liable under this indemnity.
5. This indemnity shall be governed by and construed in accordance with Singapore law and each and every person liable under this indemnity shall at the Company’s request submit to the jurisdiction of the Singapore Courts.” 

             (B) Conditions

• to provide full name and passport number of the Visitor to the Company before attending onboard the Company’s vessel.
• user must obtain space entry permit from Master prior to entry into spaces such as tanks.
• user must wear appropriate PPE.
• any camera equipment intended to be carried on board must be intrinsically safe.
• all personal effects such as wallets, coins, lighters, mobile phones etc should be safe deposited with the Master and are not permitted into any areas of the vessel.
• Visitor is not permitted to access any other areas not included in the agreed purpose of attending on board.
• Visitor is required to comply with the safety regulates of the Company which will be briefed by Master upon arrival on board.
• Must fully comply with all terminal and port regulations where applicable. It is the Visitor’s responsibility to ascertain and familiarize which local regulations are applicable.

14.2         The Company shall not be liable to the Supplier for consequential damages or loss of anticipated profits. The Supplier shall not be liable to the Company for consequential damages or loss of anticipated profits except for amounts recoverable by the Supplier or its subcontractors under valid and collectable insurance carried by Supplier or its subcontractors.

• The Company and the Supplier shall indemnify, defend and hold each other harmless from claims, demands and causes of action asserted against the indemnities by any third party (including, without limitation, the Supplier’s and the Company’s personnel) for personal injury, death or loss of or damage to property resulting from the indemnitor’s negligence, Gross Negligence, or Wilful Misconduct.
  • Where personal injury, death, or loss of or damage to property is the result of joint negligence, Gross Negligence, or Wilful Misconduct of the Company and the Supplier, the indemnitor’s duty of indemnification shall be in proportion to its allocable share of joint negligence, Gross Negligence or Wilful Misconduct.
  • If either party is strictly liable under applicable law, the other party’s duty of indemnification shall be in the same proportion that is negligence, Gross negligence, or Wilful Misconduct contributed to the personal injury, death, or loss of or damage to property for which a party is strictly liable.
  • The term “negligence” in this agreement shall include active or passive negligence. “Gross Negligence” is defined by the law governing this agreement; however, if such law does not define the term “gross negligence”, it means any act or failure to act (whether sole, joint or concurrent) which seriously and substantially deviates from a diligent course of action or which is in reckless disregard of or indifference to the harmful consequences.
  • “Wilful Misconduct” is defined by the law governing this agreement; however, if such law does not define the term “willful misconduct’, it means an intentional disregard of good and prudent standards of performance or any of the terms of this agreement.
• Notwithstanding anything to the contrary in this agreement, each party shall bear full responsibility, without limit, for its Gross Negligence or Wilful Misconduct attributable to its managerial and senior supervisory personnel and, in no event, will a party be required to release or indemnify the other party for Gross Negligence or Wilful Misconduct attributable to the other party managerial or senior supervisory personnel.
• The Supplier shall carry adequate insurance as required by law, including but not limited to workers’ compensation and employers’ liability or similar social insurance, and its normal and customary comprehensive general and automobile liability insurance.

15         Force Majeure

Force Majeure means an unforeseeable, irresistible occurrence without the fault or negligence of either party, including but not limited to acts of God, acts or regulations of any governmental authority, war or national emergency, accident, fire, strikes, disturbance or industrial disputes or epidemics or similar cause beyond the control of either party which prevents or adversely affect the performance of this agreement. The Supplier or the Company will not be held to have defaulted on its contractual obligations to the extent that its performance has been hindered or prevented by force majeure. Upon invoking force majeure, the Supplier or the Company will (i) immediately notify the other party; (ii) make every effort to remedy the cause of non-performance; and (iii) perform the entirety of its obligations as soon as this cause has gone.

16         Confidentiality

16.1       The parties and their personnel must not (except to the extent necessary to comply with their obligations under this agreement) disclose to any person any information (including the terms of this agreement) owned by or relating to the other party or its business or its personnel or customers (confidential information).  

16.2       Nothing in this agreement prohibits disclosure of information which is in the public domain otherwise than as a result of a breach of this clause, is received from a third party provided that it was not acquired by that third party as a result of a breach of this agreement or is required to be disclosed by law, the rules of any relevant stock exchange or any governmental body, authority or agency having authority.  

16.3       If requested by the Company at any time, the Supplier must immediately return to the Company, or destroy or delete, as the Company directs, all originals and copies of the Company’s confidential information in the Supplier’s custody, power or control, including by deleting all confidential information from any computer or other storage device into which it was programmed, recorded or stored by or on the Supplier’s behalf.

16.4       The obligations in this clause 16 survive termination of this agreement.

17         Personal Data

                The Supplier warrants on a continuing basis that the Supplier will comply with the Singapore Personal Data Protection Act 2012, any applicable privacy, data protection or similar laws and regulations (as amended from time to time, “Personal Data Protection Laws”) in carrying out its obligations under this agreement and shall not, by any acts or omissions, cause the Company to be in violation of any applicable Personal Data Protection Laws.

18         Intellectual property

The parties will each retain their intellectual property rights existing prior to the date of this agreement.  The intellectual property rights resulting from the provision of services under this agreement will vest in the Company.  The Company has a non-exclusive, royalty free licence to use, modify, adapt or sublicense any intellectual property rights owned by the Supplier to the limited extent necessary for the Company to exercise its rights or perform its obligations under this agreement or to enjoy the benefit of the services provided to the Company under this agreement.  The Supplier must do all things reasonably necessary to give full effect to the rights and obligations contained in this clause 18.

19         Assignment and subcontracting

19.1       Subject to clause 19.2, neither party may assign its rights or obligations under this agreement without the prior written consent of the other party (which may not be unreasonably withheld).

19.2       The Company has the right to assign any or all of its obligations or rights under this agreement at any time to any one of its related corporation.

19.3       The Supplier may not subcontract its obligations under this agreement without prior written consent of the Company. The Company’s consent will be conditional upon the subcontract including provisions that the subcontractor must:

• comply with all relevant terms of this agreement including, without limitation, the confidentiality obligations in clause 16;
• not assign or subcontract without our written consent; and
• effect and maintain insurance on the same terms as the Supplier is required to in this agreement.

19.4       The Company may assign, mortgage, charge or otherwise grant security over its right, title and interest in, to, under or in connection with this agreement in favour of any financier to secure, among other things, any funding arrangements (including project finance or working capital or hedging), without consent or approval of the Supplier.

20         Business ethics and the Company’s Code of Conduct

20.1      The Supplier will at all times act in its best interests, consistent with the standards of care applicable to the provision of goods or the performance of the services and in so doing, must exercise reasonable care and diligence to prevent any actions or conditions which could result in a conflict with the interests of the Company. 

20.2    The Supplier represents and warrants to the Company that the Supplier has complied and shall comply with all applicable laws governing, relating to or dealing with illegal payments, gifts, undue hospitality or gratuities or other corrupt business practices. The Supplier acknowledges that the Company and its related corporation desire, and are obliged, to comply with the Company’s Code of Conduct or all provisions of any applicable anti-corruption laws.  The Supplier agrees to cooperate with and assist the Company and its related corporation with respect to such compliance.

20.3    The Supplier will not, in providing any goods or performing any services, take action of any nature which would contravene the Company’s Code of Conduct or any provision of any applicable anti-corruption laws. The Supplier represents and warrants to the Company that in the performance of its obligations under this agreement, the Supplier and any of its personnel have not made and will not make, whether on its own behalf, on behalf of the Company or its related corporation or any of its personnel or on behalf of any other person, any offer of payment of or promise to pay, or gift of or promise to give, any money or anything of value, directly or indirectly, to:

• any officer, official, employee or representative of any government authority or of any department, agency, subdivision or instrumentality thereof; or
• any political party, party official or candidate for political office; or
• any person, while knowing or having reason to know that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any official, to any political party or official thereof, or to any candidate for political office.

20.4    The Supplier will not pay any commission or fee or grant any rebate or other remuneration, gratuity or undue hospitality to any of the Company’s personnel or the personnel of its related corporation. 

20.5    If the Supplier at any time receives any request relating to the Company or any of its related corporation that the Supplier reasonably believes may constitute a violation of any applicable law (including anti-corruption laws), the Supplier will promptly notify the Company and shall provide the Company with all relevant particulars respecting such a request.

20.6    All payments to the Supplier under order will be solely by cheque or bank transfer made directly to the Supplier or its account and no payment will be in cash, by bearer instrument or made to any person other than the Supplier.

20.7    The Supplier acknowledges for the purposes of this clause 20 that none of the Company’s personnel or the personnel of its related corporation does or will have authority to give any express or implied direction, whether written or oral, authorising the Supplier to make any commitment to any third person on behalf of the Company in violation of the Company’s Code of Conduct or any law (including anti-corruption law).

20.8    The Supplier must immediately notify the Company in writing of any and all violations of this clause 20 upon becoming aware of those violations.

20.9    Should the Supplier or its personnel breach or contravene any of the provisions of this clause 20 the Company may, in addition to taking all remedies at the Company’s disposal in such circumstances, terminate this agreement with immediate effect. 

21       Health and Safety

21.1    The Supplier must ensure that each of its personnel accessing the delivery location takes all reasonable measures to protect persons and property, avoids unnecessary disturbance and interference with the passage of people and vehicles, prevents nuisance and unnecessary noise, complies with any health and safety requirements applicable to the delivery location as notified by the Company to the Supplier and acts in a safe and lawful manner while at the delivery location.

21.2    The Supplier must also ensure that, in relation to the provision of goods, services or personnel to the delivery location:

(a)      none of the Supplier’s personnel does any act or omission that exposes, or has the potential to expose any person to any risk to health or safety or hazards arising from any such act or omission;

(b)      any appliance, component, equipment, facility, goods, material, machinery, plant or tool used in the provision of the services is safe and without risk to health, safety and welfare;

(c)      appropriate safety equipment is provided to and used by the Supplier’s personnel;

(d)      the Supplier implements and maintains appropriate system of work and that the working environment is safe and without risks to health, safety and welfare; 

(e)      the Supplier provides all information, instruction, training and supervision as may be necessary to ensure that the services are provided without any hazard or risk to health, safety and welfare.

21.3    The Supplier acknowledges and agrees that the following matters are prohibited and are “safety principles” that apply to all services:

• not using any form of load restraint, if applicable;
• not adhering to exclusion zones during unloading or loading, if applicable;
• supply, possession or consumption of alcohol or illegal drugs on the delivery location;
• allowing anyone to work in an environment that is a risk to their safety; and
• not following any danger tag or isolation procedures, or interfering with any safety devices.

22       The Supplier’s employees and personnel

22.1       The Supplier must immediately notify the Company on becoming aware of any matters that may affect supply of the goods or services, and must meet with the Company, as soon as practicable after that notification, for the purpose of discussing and agreeing on any necessary or appropriate action to be taken to resolve the matter.

22.2       The Supplier must at all times during the provision of the goods or services use its best endeavours to prevent any unlawful, riotous or disorderly conduct or behaviour by or amongst its personnel at the delivery location.

22.3       The Supplier shall pay its employees involved in supply of the goods or services such wage rates and allowances and observe and meet such terms and conditions of employment as are prescribed from time to time by any applicable agreement or laws.

22.4       The Supplier shall not allow any of its personnel on delivery location without having first received the Company’s approval. To enable such approval to be considered and given, the Supplier shall not later than 72 hours prior to the desired time of access to the delivery location, submit to the Company such completed and signed forms and certificates as requested by the Company. The Company will, as soon as possible after receipt of the said forms and certificates, notify the Supplier whether or not approval is given for that person to work on delivery location. The issue of an approval will be at the Company’s absolute discretion.

22.5       Random alcohol and drug testing may be carried out on delivery location. The Supplier will procure that all of its personnel comply with, at minimum, all the Company’s policies and procedures relating to that testing. The time required to participate in any such testing regime is not recoverable from the Company.

22.6       The Company reserves the right to direct the Supplier to remove from delivery location and/or replace any of the Supplier’s personnel working on delivery location and upon receipt of such request the Supplier shall immediately comply therewith. The Company may exercise this right in its sole discretion and shall not be required to give an explanation for doing so. If the Company requires, the Supplier shall immediately replace the person concerned with another person with appropriate skill and experience.

22.7       The Supplier shall require all personnel entering the delivery location to be identified in an approved manner and shall at all times prevent the entry of unauthorised persons to the delivery location. The Company may at any time refuse to admit any person to the delivery location.

22.8       The Supplier shall ensure that its personnel have the required licences and certification for the equipment each individual operates from time to time. Evidence thereof shall be produced to the Company upon request.

22.9       The Supplier shall ensure that all of its personnel have health assessments in accordance with all applicable laws.

22.10     On arrival at delivery location, the Supplier’s personnel must successfully undergo any approved induction and pass any induction assessment conducted by the Company before commencing work. Such inductions are held on days and at times nominated by the Company. The Supplier shall bear all labour and other costs of its personnel attending such inductions.

23         Sanction Compliance Clause

23.1         The Supplier shall not engage in any activities that are subject to sanctions imposed by any applicable laws, regulations, or international agreements. This includes, but is not limited to, engaging in transactions or dealing with individuals, entities, or countries that are subject to sanctions. 

23.2         The Supplier shall immediately notify the Company if it becomes aware of any breach, or potential breach, of any sanctions laws or regulations in connection with this agreement.

23.3         The Supplier agrees to cooperate fully with the Company in any investigation or audit related to compliace with applicable sanctions laws and regulations.

23.4         In the event that the Supplier is found to be in violation of any sanctions, the Company shall have the right to terminate this agreement immediately and seek any remedies available under applicable laws. 

23.5         The Supplier agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any breach of this Sanctions Compliance Clause by the Supplier.            

23.6         This sanction clause shall survive the expiration or termination of this agreement and shall be binding upon the Supplier and their representatives, employees, and affiliates.

24         Other matters

24.1       The Supplier agrees that the Company’s related corporation may, by written notice to the Supplier, elect to take the benefit of this agreement as if they were named as parties to it.

24.2       In this agreement unless the contrary appears:

• no rule of contract interpretation applies to the disadvantage of one party on the basis that it put forward this agreement or any part of it;
• if a period of time is specified and dates from a given day or a day of an act or event, it is to be calculated exclusive of that day;
• the singular includes the plural and vice versa; and
• the words “including” and “include” are a reference to “including, but not limited to”.

24.3       This agreement is the entire agreement between the parties about its subject matter and replaces all previous agreements, understandings, representations and warranties about that subject matter.  Any terms and conditions contained in or relating to any other documents, including any of the Supplier’s documents, in respect of the goods or services are expressly excluded.

24.4       The Supplier must ensure that its personnel comply with this agreement as if they were parties to it and the Supplier is liable for any acts, omissions and breaches of this agreement by its personnel.

24.5       Any of the Company’s rights under this agreement can only be waived by the Company in writing.

24.6       This agreement may not be varied except in writing signed by the authorised signatories of both parties. Any variation will only be applicable to the specific order for which the terms and conditions are varied and will not apply to past or future orders nor oblige us to agree to such a variation for any other orders.

24.7       The Company may exercise a right, remedy or power in any way the Company considers appropriate.

24.8       If the Company does not exercise a right, remedy or power at any time, this does not mean that the Company cannot exercise it later.

24.9       The rights, powers and remedies provided in this agreement are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this agreement.

24.10     Any provision of this agreement which is void or unenforceable is to be read down or severed to the extent it is possible to do so without affecting the validity or enforceability of this agreement.

24.11     In the event of any conflict between the relevant order, Part I Procurement Agreement and Part II General Terms and Conditions. Part I Procurement Agreement will take precedence, followed by Part II General Terms and Conditions.

24.12     Any dispute arising out of or in connection with this agreement must be submitted for mediation at the Singapore Mediation Centre (SMC) in accordance with SMC’s Mediation Procedure in force for the time being.  Either/any party may submit a request to mediate to SMC upon which the other party will be bound to participate in the mediation within 45 days thereof.  Each party to the mediation must be represented by senior executive personnel, of at least the seniority of a Head of Department or its equivalent, with authority to negotiate and settle the dispute.  Unless otherwise agreed by the parties, the Mediator(s) will be appointed by SMC.  The mediation will take place in Singapore in the English language and the parties agree to be bound by any settlement agreement reached.

24.13     Nothing in clause 24.12 will prevent a party from seeking urgent injunctive relief or similar interim relief from a court.

24.14     All notices under the agreement must be sent to the named party representatives at the respective addresses in the order, or as amended by each party in writing. All such notices so addressed will be deemed duly given:

• upon delivery, if delivered by courier or by hand (against receipt);
• three days after posting, if sent by certified or registered mail, return receipt requested; or
• in the case of an email, on the date of its dispatch, unless it is sent after 6pm (Singapore time) in which case it is deemed to have been received at 9am on the next business day, or unless the sender receives an automated message that the email has not been delivered.

25         Governing law and Dispute Resolution

25.1       This agreement shall be governed by Singapore Law without reference to its conflicts law and without reference to the UN Convention on contracts for the International Sale of Goods.

• It is hereby expressly agreed that in the event that any disputes and/or differences and/or claims and/or if questions arise in connection with matters subject to this agreement, the Company and the Supplier shall discuss, negotiate and attempt for amicable solution.
• In the event the Parties are unable to reach a solution and/or settlement, the dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”), in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The Tribunal shall be comprised of a sole arbitrator. The language of the arbitration shall be English.
• The parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the disputes referred to arbitration through mediation at the Singapore Mediation Centre (“SMC”), in accordance with the SMC’s Mediation Procedure in force for the time being. Either/any party may submit a request to mediate to SMC upon which the other party will be bound to participate in the mediation within 45 days thereof. Every party to the mediation must be represented by senior executive personnel, of at least the seniority of a Head of Department or its equivalent, with authority to negotiate and settle the dispute. Unless otherwise agreed by the parties, the Mediator(s) will be appointed by SMC. The mediation will take place in Singapore in the English language and the parties agree to be bound by any settlement agreement reached.