1. AGREEMENT DOCUMENTS:
Unless this Purchase Order (“PO”) is issued under a written procurement agreement between Supplier and the issuer of this PO (“Buyer”), this PO and any attachments are the sole agreement between Buyer (St Luke’s ElderCare Ltd) and Supplier with respect to the products and/or services specified in this PO. This Standard Purchase Order Terms and Conditions verbiage is subject to change without notice. No other document, including the Supplier’s proposal, quotation, or acknowledgment form, will be part of this PO, unless specifically agreed to in writing by Buyer. No right that Buyer has regarding this PO may be waived or modified except by Buyer in writing.
If price is not stated in this PO or a procurement agreement the price will be Supplier’s lowest prevailing market price. Supplier is responsible for and will pay all sales, use, and similar taxes.
3. TERMS OF PAYMENT AND ACCEPTANCE:
Unless otherwise stated in this PO, the terms of payment are net 30 days after receipt of Supplier’s valid invoice or after receipt of the products or services, whichever is later. Payment will not be deemed acceptance of products or services, and such products or services will be subject to inspection, test, acceptance or rejection. In the event Buyer rejects products or service that do not comply with Buyer’s acceptance criteria, or require Supplier to repair or replace such products or re-perform such services without charge and in a timely manner. Buyer may return rejected products to Supplier at Supplier’s expense. In case Supplier has not received payment as agreed, Supplier will notify Buyer and Buyer will make prompt payment.
This PO may be terminated by Buyer with or without cause. In the event Buyer terminates without cause, Buyer will compensate Supplier for the actual and reasonable expenses incurred by Supplier for work in process up to and including the date of termination, provided such expenses do not exceed the agreed upon prices.
If any of the products are imported into any other country, Supplier will be responsible for all legal, regulatory and administrative requirements associated with any importation and the payment of all associated duties, taxes and fees.
7. LATE SHIPMENTS:
In this PO and in any contract arising therefrom, time shall be of the essence. If Supplier fails to deliver on time, Buyer may purchase replacements elsewhere and Supplier will be liable for actual and reasonable costs and damages Buyer incurs. Supplier will promptly notify Buyer if it is unable to comply with the delivery date specified in this PO.
Supplier warrants that:
9. INTELLECTUAL PROPERTY:
Supplier grants Buyer all rights and licenses necessary for Buyer (including Buyer’s parent, subsidiaries, or other related legal entities), to use, transfer, pass-through, and sell the products and/or services and to exercise the rights granted under this PO.
Supplier agrees to defend, hold harmless, and indemnify Buyer from any claim that Supplier’s product and/or service infringes any intellectual property rights or any claim arising from the failure of Supplier to comply with its warranties and obligations under this PO. If a claim of infringement is made, Supplier will, at its own expense, exercise the first of the following remedies that is practicable:
11. LIMITATION OF LIABILITY:
To the extent permitted by local law in no event will Buyer (including Buyer’s parent, subsidiaries or other related legal entities) be liable for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages.
Supplier will not assign its rights nor subcontract its duties without Buyer’s written consent. Any unauthorised assignment is void.
13. EXCHANGE OF INFORMATION:
All exchanges of information between the parties pursuant to this PO will be considered non confidential, unless the parties have entered into a separate written confidentiality agreement. For any business personal information relating to Supplier’s employees or other legal entities that Supplier provides to Buyer, Supplier will obtain the informed agreement of such employees and other legal entities to release the information to Buyer and to allow Buyer to use such information in connection with this PO.
14. FORCE MAJEURE:
Neither party will be in default nor liable for any delay or failure to comply with this Agreement due to any act beyond the control of the affected party, excluding labor disputes, provided such party immediately notifies the other.
Supplier shall obtain and maintain all applicable and appropriate insurance, (including, without limitation, business, workers’ compensation, auto, errors and omissions, professional and commercial general and liability insurance) in an amount consistent with Singapore industry practices. Each policy shall name buyer as a loss payee or additional insured, as appropriate.
16. APPLICABLE LAWS:
This PO is governed by the laws of Singapore.
Any reproduction of this PO by reliable means will be considered an original of this PO. Supplier shall not use the name or trademarks of Buyer or refer to or identify Buyer in any marketing materials (including without limitation testimonials or customer listings) or press releases without the prior written consent of Buyer.