Terms and Conditions of Purchase Order (Work and Services)

1. General

In this Agreement the term “Company” means PanU Harmony Pte Ltd. The term “Subcontractor” means the company and/or persons contracted by the Company to do work, render services or supply goods pursuant to this Agreement. The term “Work” Includes all services rendered and goods supplied under this Agreement.

2. Interpretation

Acceptance of the work order means acceptance of the terms herein by the Subcontractor. Any additional terms specified in the work order is considered an intergral part of the Agreement and the Subcontractor agrees to abide by the same. In the event of a conflict or inconsistency with the terms herein, such additional terms shall prevail.

3. Responsibilities of the Subcontractor

3.1 Work Instruction
The Company’s authorised representative(s) shall be empowered to give instructions and directions to the Subcontractor as may appear to them necessary or proper for the guidance of the Subcontractor and for good and sufficient execution of the Agreement and the Subcontractor shall receive, execute and be bound by the same.

3.2 Modifications
The Subcontractor shall carry out modification, rectification work, re-work and/or changes on the Work and Subcontractor’s supplies as per instructions received from the Company’s authorised representative. Such additional costs, if any incurred by the Subcontractor shall be determined and agreed to by both parties hereto upon completion of the Work.

Provided always that if the commulative additional costs exceed ten (10) per cent of the Contract Price, then such costs shall have to be agreed upon prior to commencement of work or the execution of the change.

3.3 Storage of Materials
The Subcontractor shall be fully responsible for the proper storage, safe-keeping of and loss or damage to any material supplied by the Company i.e. Company’s Supplies.

Upon receipt of Company’s Supplies, the Subcontractor shall immediately inspect the same for any shortage, damage or any other deficiency and the Subcontractor shall give in writing of any shortage, damage, deficiency within one (1) day of Company’s Supplies. The Subcontractor shall make available to the Company all information relating to any shortage, loss or damage and to assist the Company in the claim for such deficiencies. Failure to do so shall mean that the Company’s Supplies while the Company’s Supplies are in possession of the Subcontractor shall be made good by the Subcontractor at it own costs.

The Subcontractor shall not use the Company’s Supplies for purposes other than for the performance of the work. The Subcontractor shall neither lend or pass on to a third party any of the Company’s Supplies without the Company’s written consent. The Subcontractor shall during the performance of the Work ensure minimum wastage of the Company’s Supplies.

3.4 Review
Upon request by the Company, the Subcontractor shall attend review meetings with the Company and Owner’s representative.

3.5 Clean Work-site
The Subcontractor shall at all times maintain a clean and tidy work-site and on completion of the Work, removed all unused materials, scrap, unused consumables tools and equipment. Failure to do so shall entitle the Company the right to redeem the cost of such removal work from the Subcontractor.

3.6 Company- Subcontractor Relationship
Subcontractor shall be an independent Subcontractor and shall have complete charge of the personnel engaged in the performance of the Work and shall perform the Work in a good and workmanlike manner with due diligence in compliance with this Agreement. Company is interested solely in the results to be obtained from Subcontractor’s performance hereunder.

3.7 Subcontractor’s Representative
Subcontractor shall designate and at all times maintain at each location where the Work is being performed ( whether by Subcontractor or otherwise ) a Representative with whom Company may consult at all normal working hours and who has authority to act for and bind the Subcontractor.

3.8 Conformity with Law
Subcontractor shall subject in all respects to applicable laws, statutes, decrees, rules or regulations of the Government of Singapore, agency or representative thereof. Subcontractor hereby agrees to indemnity Company against all penalties and liabilities resulting from any failure of Subcontractor to observe any of the foregoing. Furthermore any such failure may be deemed by Company to be material breach of the Agreement.

4. Drawings and Specification

All drawings, specifications or any other documents furnished to the Subcontractor for the purpose of executing the Work, including the intellectual property rights thereon, shall remain the property of the Company without any legal and/or transfer of title thereto being required. The property shall not, without the Company’s written consent, be utilised, copied or communicated to any third party by the Subcontractor for any purpose other than the performance of the Work. On completion of the Work or prior termination of this Agreement the Subcontractor shall return such property to the Company.

5. Workmanship

5.1 The Company shall have the right to reject any faulty or substandard workmanship or any workmanship that fails to comply with good shipbuilding standard and requirement and/or any other requirements referred to in the Agreement either in the form of plans, specifications, drawings or any other document furnished to the Subcontractor for the performance of the Work and to cause the same to be remedied to the satisfaction of the Company’s representative within one day from date of Company’s notification of such non-compliance.

5.2 The Subcontractor undertakes to remedy, free of charge to the Company, any defects in the Work which are due to defective Subcontractor’s Supplies and/or bad workmanship provided the defects are discovered within twelve (12) months after the date of acceptance of the Work.

5.3 In the event the Subcontractor fails to remedy the deficiency within the stipulated time period, the Company shall have the right to use other resources and all costs incurred thereby shall be paid by the Subcontractor.

6. Security, Safety and Company’s Regulations

The Subcontractor and its employees, servants, agents and contractors shall at no extra cost to the Company fully comply with the security, safety and Company’s other rules and regulations including those imposed by the Singapore Government on the Company. Failure to do so shall entitle the Company the right to bar the Subcontractor and its employees, servants, agents and contracting personnel from entering the Company’s premises.

7. Insurance by Subcontractor

a) The Subcontractor shall at its own expense take up insurance coverage or ensure that sufficient insurance coverage is taken up for his employees, officers personnel, servants, contractors and agents in respect of Workmen’s Compensation naming the Company as co-insured and deposit with the Company the duplicate copy of this insurance policy prior to commencement of the Work.

b) In the event the requirements of Para (a) above are not fulfilled, the Company reserves the right to arrange for necessary insurance coverage and all costs incurred thereby shall be deducted from any monies due to the Subcontractor or shall be recoverable as damages.

8. Indemnity and Hold Harmless

The Subcontractor shall indemnity the Company against any action, claims, proceedings and any costs or expenses incurred thereby brought against the Company or any of the Company’s employees, servants or agents in connection with or arising from this Agreement.

The Subcontractor also agrees to hold the Company and any of its employees, servants or agents harmless all liabilities, losses expenses for injury or death of any person or any infringement or alleged infringement of any intellectual property rights arising out of or in connection with this Agreement.

9. Taxes

The Subcontractor shall be responsible for all corporate and personal income taxes, customs, lees, duties, fines, levies, assessment and any other taxes payable by the Subcontractor or its employees under the laws of Singapore.

10. Reliance

The Subcontractor accepts that the Company relies on the knowledge, skill, judgement and expertise of the Subcontractor in the performance of the Work under this Agreement.

11. Licences and Permits

The Subcontractor shall obtain and maintain all licences, permits, approvals and authorization required without any restrictions or qualifications whatsoever so as to enable the Subcontractor to perform the Work. All fees incurred thereby shall be deemed to be included in the Contract Price.

12. Suspension or Termination

If the Subcontractor:

a) is in default in the performance or this Agreement ; or

b) fails to fulfill any part or obligation under this Agreement; or

c) without reasonable cause discontinue the Work before completion thereof; or

d) fails to proceed regularly and diligently with the Work; or

e) fails to meet the Work Schedule / Completion Date defined in the Agreement; or

f) commits an act of bankruptcy or brings its estate within the operation of any law relating to bankruptcy or it is dissolved by Act of Parliament ( except for the purpose of reconstruction or amalgation with the prior written consent of the Company ) or a petition is presented for its winding up or a provisional liquidator is appointed or a receiver and manager of any of its assets is appointed or if it makes an assignment for the benefit of or enters into an arrangement or composition with its creditors or is under official management, then the Company shall give notice to the Subcontractor of the Company’s intention to terminate this Agreement and the Subcontractor shall reply to the notice with a full explanation regarding the cause for the event of default within three (3) days.

In the event of such termination, the Company, without prejudice to its other rights and remedies under this Agreement and/or the law, has the right to :

a) be refunded all monies paid to the Subcontractor less the value of the portion of the Work completed by the Subcontractor; and

b) take re-possession of all materials, fitments or other goods and equipment of any kind supplied by the Company; and

c) be paid the maximum liquidated damages provided herein as compensation or be paid the additional costs of completing the Work using other resources subject to a maximum of 10% of the Contract Price.

Any suspension or termination of this Agreement shall not prejudice any right or remedy accruing to the Subcontractor prior to such suspension or termination.

13. Law and Arbitration

All questions, disputes or difference whatsoever which may at any time hereafter arise between the parties hereto touching or concerning this Agreement or its construction or effect or as to the rights, duties or liabilities of the parties hereto or either of them under or by virtue of this Agreement or otherwise as to any other matter in any way connected with or arising out of or in relation to the subject matter of this Agreement shall be referred to arbitration in Singapore by a single arbitrator and be finally determined in accordance with the provision of the Arbitration Act ( Chapter of the Singapore Statutes, Revised Edition, 1985 ) and any statutory modification or re-enactment thereof at the time being force.

Without prejudice to the foregoing this Agreement shall be governed by and interpreted in accordance with the laws of Singapore.

14. Assignment

Neither this Agreement nor any of the rights and obligations hereunder shall be assigned by the Subcontractor without the prior written consent of the Company. In the case of any assignment by the Subcontractor, the Subcontractor shall remain liable under this Agreement jointly and severally with the assignee. This Agreement shall be binding upon and inure to the benefit of the parties hereto and the respective lawful successors and assigns and no other persons shall have any right, benefit or obligation hereunder.

15. Variation of Agreement

No variation of the terms of this Agreement shall apply thereto unless such variations shall first have been expressly accepted in writing by the parties.

16. No Partnership

The relationship hereby established between the Company and the Subcontractor hereunder is solely that of dependent contractor. Neither party is in any way the legal attorney-in-fact or agent of the other under this Agreement, and shall have no power or authority to assume any obligation of any kind, implied or expressed, on behalf of the other or to bind the other to any contract or agreement whatsoever, or to make any representation on the other’s behalf, or to hold itself out as having such power or authority, except as expressly provided for or permitted in the Agreement. This Agreement shall not be construed as constituting the parties as partners or to create any form of legal association which would impose liability upon one party for the act or failure to act of the other.

17. Headings

The headings of the terms and conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Agreement.

18. Waiver

No waiver of any of the provisions of the Agreement shall be deemed or shall constitute a waiver of any of the provisions hereof nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

19. Severability

If any provision of this Agreement is declared invalid by any tribunal or competent authority, then such provision shall be deemed automatically adjusted to conform to the requirements. If the provision invalidated is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from this Agreement as though the provision had never been included, in either case, the remaining provisions of this Agreement shall remain in full force and effect.

PanU Harmony Pte Ltd (As Manager)

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