Terms and Conditions of Purchase Order (Purchase of Goods)

1. Offer and applicable law

This is an offer to buy goods herein described on the terms and conditions herein stated. This offer may be revoke at any time before it is accepted. When accepted by Seller, this Purchase Order is a binding Singapore contract.

2. Different or additional terms

Any different or additional terms or conditions proposed by Seller are hereby objected to. This will not be binding upon Buyer unless accepted in writing by its Purchasing Agent. Buyer’s receipt and acceptance of goods ordered in no way implies its consent to any different or additional terms or conditions proposed by Seller.

3. Modification, waiver and rescission

Neither the Buyer nor the Seller shall be bound by any variation, waiver of , or addition to these conditions except as agreed by both parties in writing and signed on their behalf by their authorised representatives. The failure of the Buyer at any time to require performance by the Seller of any provision hereof shall in no way affect the Buyer’s right to require full performance thereof at any time hereafter.

4. Shipping, destination and billing

All goods shall be suitable packed, marked, and shipped to ( unless otherwise instructed by Buyer ) in accordance with the requirements of common carriers and in a manner to secure lowest transportation costs and unless otherwise specified herein, no additional charge shall be made for such packing, marking and shipping. Buyer’s Purchase Order number shall be shown on all packing lists, bills of lading and invoices. Packing lists must accompany each shipment.

Original bill of lading or other shipping receipt for each shipment shall be forwarded promptly by Seller in accordance with instructions issued by Buyer. Unless otherwise indicated on the face of this Purchase Order, shipments shall be routed according to instructions issued by Buyer.

Invoices in triplicate all copies priced and extended, shall be forwarded within 24 hours after shipment. Buyer may change delivery schedules from time to time. Buyer will have no liability to pay for goods delivered to excess of the quantities specified in the delivery schedule.

Delivery Order must be in triplicate with its quantity and description of goods shall be clearly specified. The original copy of the Delivery Order shall be duly stamped and signed by ship’s authorised senior officers or superintendent. No payment shall be made if Seller fails to conform this requirement.

5. Inspection and rejection of goods

Buyer reserves the right to inspect and count all goods. Buyer may reject defective or non-conforming goods and shall have no obligation to pay for such goods, which goods will be held for Seller’s instructions at Seller’s cost and risk. Acknowledgement of delivery or payment for goods prior to inspection shall not be deemed to constitute an acceptance of the goods or a waiver of Buyer’s right to reject them.

6. Prices

The prices specified herein are the contract prices. Buyer reserves the right to make changes to the specifications of any goods or services covered by this Purchase Order. Price of such changes to be equitably adjusted by Buyer and Seller.

7. Warranty

Seller warrants that all goods and services covered by this Purchase Order will conform to quantity and quality specifications, drawings samples or other descriptions furnished or specified by Buyer, that the goods will be merchantable, of good material and workmanship and free from all defects, and that goods which are the product of Seller’s specifications will be fit and sufficient for the use intended.

8. Cancellation

Buyer reserves the right to cancel all or any part of the undelivered portion of this Purchase Order if Seller does not make deliveries as specified in the delivery schedules or if Seller breaches any of the other terms of this Purchase Order. Buyers may also cancel the contract resulting from Seller’s acceptance of this Purchase Order in the event of the insolvency of Seller, the filing of a voluntary petition to have Seller declared bankrupt ( provided it is not vacated within 30 days of filing ), the appointment of a Receiver or Trustee for Seller ( provided by Seller of an assignment for the benefit of creditors ).

The Buyer shall not be liable to the Seller for any damages whatsoever in consequence of any cancellation made hereunder. The exercise of any of the rights granted to the Buyer hereunder shall not prejudice or affect any right of action or remedy which shall have accrued or shall accrue thereafter to the Buyer.

9. Patents

Seller warrants that the use or sales of the goods delivered hereunder will not infringe the claims of any letters patent registered design, trade mark or trade name protected in United Kingdom or Singapore. Seller agrees to defend at its sole expense all claims, damands suits based upon – any alleged patent infringement and shall indemnify to hold Buyer harmless from any damages and costs resulting, therefrom.

10. Installation drawings

In cases where this Purchase Order covers items of machinery or equipment. Seller shall furnish certified Installation Drawings which shall be complete enough to enable Buyer to build the proper foundation or mounting for, to allocate the proper space for, and to install such machinery or equipment.

11. Assignment

i) Seller shall not assign this Purchase Order, not any monies due or become due hereunder, without Buyer’s prior written consent and any attempted assignment without such consent or Buyer shall be void.

ii) The Seller shall not without the consent in writing of the Buyer sublet the contract or any part thereof other than for materials, minor details or for any part of the goods of which the makers are named in the order or the specification. Any such consent shall not relieve the Seller of any of his obligations under the contract.

12. Shipment of any part of the material or performance of any part of the services ordered hereunder constitutes acceptance of all provisions and condition of this order without reservation regardless of whether Vendor has signed the Acknowledgement Sheet or not.

13. Time

Without prejudice to Buyer’s right under Clause 8 hereof, if the Seller fails to deliver any of the goods on schedule. Buyer shall be entitled to determine the whole contract or any part thereof. Upon such determination the Buyer shall entitled :-

i) to return to the seller at the Seller’s risk and expense any of the goods already delivered but which cannot be effectively and commercially used and to recover from the Seller any monies paid by the Buyer in respect of such goods.

ii) to recover from the Seller any additional expenditure reasonably incurred by the Buyer in obtaining other goods in replacement of those in respect of which the contract has been determined. or

iii) if the goods or any portion thereof are not delivered within the time specified in the contract or any extension of such time, the Buyer may recover from the Seller as liquidated damages, and not by way of penalty, at the rate of S$50 per day or one (1) per cent per week of that part of the contract price which is property apportionable to the goods undelivered as aforesaid (hereinafter in this subclause referred to as “undelivered goods”) and to any other goods already delivered under the contract which cannot be effectively and commercially used by reason of the non-delivery of the undelivered goods for each week during which such failure continues.

14. Rejection

The Seller shall at the Buyer’s request, replace all rejected goods with goods which are in all respects in accordance with the Buyer’s specifications. The Seller shall at its own costs and expenses replace and repair all defective goods or any part thereof during the guarantee period granted in each case wherever applicable. The Buyer reserves the right to withhold payment of the goods or any part thereof until all rejected or defective goods are replaced and/or repaired at the Seller’s costs and expenses within a reasonable time.

15. Damage or loss in transit

The Seller will repair or replace, free of change, goods damaged or lost in transit provided the Buyer shall give to the Seller written notification of such damage or loss within such time as will enable the Seller to comply with the carrier’s conditions of carriage, as affecting loss or damage in transit, or where delivery is made by the Seller’s own transport within a reasonable time.

16. Care and return of patterns, dies, etc.

i) All patterns equipment and machineries or other tooling supplied by the Buyer or prepared or obtained by the Seller for and at the sole cost of the Buyer, shall be and remain the property of the Buyer.

ii) The Seller shall maintain all such items in good order and condition and insure them against all risks whilst in his custody and on completion of the contract or as otherwise directed by the Buyer shall return them to the Buyer in good order and condition. Should the Seller fails to return them the Buyer may either withhold payment until they are so returned or withhold such part of the payment due as may be required to replace them or to restore them to good order and condition, whichever may be the less expensive.

iii) The Seller shall not use such items, nor shall be authorises or knowingly permit them to be used by anyone else for, in connection with, any purpose other than the supply of the goods to the Buyer unless such use is authorised by the Buyer, previously and in writing.

17. Insurance of Buyer’s goods, etc.

The Seller shall insure in the joint names of the Buyer and Seller any material or property sent to the Seller by the Buyer for any purpose in connection with the contract against any damage which may occur to it whilst in its custody. The Seller shall provide for adequate insurance cover of the goods the subject matter of this order while in transit and until acceptance by the company.

18. Statutory requirements

The Seller warrants that the design, construction and quality of goods to be supplied under the contract comply in all respects with all relevant requirements of any statute, statutory rule or order, or other instrument having the force of law which may be in force at the time when the same are supplied.

Unless otherwise agreed, the contract shall be interpreted and construed in accordance with Singapore laws and the parties hereby submit themselves to the jurisdiction of the Singapore Courts.

PanU Harmony Pte Ltd (As Manager)

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