Purchase Order General Terms And Conditions
Offer and Contract: The following terms, conditions and certifications apply to all Anexus Pte Ltd (“Anexus”) Purchase Orders, in addition to any terms set forth on the face of an individual purchase order (the “Order”), and any plans, specifications or other documents attached or incorporated by reference herein. Anexus hereby gives notice of its objection to any different or additional terms. Purchase Orders are valid only as written. If price, terms, shipping date or any other expressed condition of the Order is not accepted, Anexus must be notified and must accept in writing any variation prior to shipment or delivery. The Order shall be deemed to have been accepted (i) in the absence of written notification of non-acceptance by the Seller (or Contractor where applicable) within a reasonable period of time, or (ii) upon timely delivery of the products identified herein to the shipping address specified on the face of the Order. Notwithstanding any waiver in any instance, or any oral agreement, or any instructions, terms and conditions that may be contained in any quotation, acknowledgement, invoice or other written document of Seller, no addition to, waiver for the future or modification of, any of the provisions herein contained shall be of any force or effect unless made in writing and executed by Anexus. This agreement shall be construed and enforced in accordance with the Law of Republic of Singapore.
Changes: Anexus may make changes to the Order at any time, and Seller shall accept such changes. If a change causes an increase or decrease in cost and/or time required for performance, Seller shall notify Anexus immediately and an equitable adjustment shall be made and the Order modified accordingly.
Termination for Convenience or Cause: Anexus may terminate the Order or any part thereof for its sole Convenience. Upon notice of such termination, Seller shall immediately stop all work and/or shipment of goods hereunder and cause its suppliers and/or subcontractors to cease their work against the Order. Seller shall be paid a reasonable termination charge consisting of a pro rate percentage of the Order price reflecting the percentage of work performed prior to notice of termination, plus actual direct costs resulting from termination. Seller shall not be paid for work performed or costs incurred after receipt of notice of termination, nor for costs incurred by Seller’s suppliers that Seller reasonably could have avoided. Anexus may terminate the Order or any part hereof for Cause if Seller defaults, fails to comply with any terms and conditions of the Order, becomes insolvent or files for bankruptcy protection. Late delivery if goods or performance of services that are defective or do not conform to the Order shall, without limitation, be causes allowing Anexus to terminate the Order for cause. In this event, Anexus will not be liable to Seller for any amounts; but Seller shall be liable to Anexus for all losses, damages, and expenses, including costs of cover, resulting from the default that caused the termination. If a determination is made that Anexus improperly terminated the Order for Cause, then such termination shall be deemed to have been for Anexus’s Convenience.
Delivery: Time and of other aspects of performance hereunder is of the essence of the Order. If delivery of goods or services is not complete within the time specified, Anexus may, without liability and in addition to its other rights and remedies, terminate the Order, by notice effective when received by Seller, as to goods not yet delivered or services not yet rendered, and Anexus may purchase substitute good or services elsewhere and charge Seller for any additional expense incurred. Acceptance of any part of the Order shall not bind Anexus to accept any future shipments nor deprive it of the right to return goods already accepted.
Force Majeure: Anexus may delay delivery, performance, or acceptance of the goods or services ordered hereunder in the event of causes beyond its control. Seller shall hold such goods or refrain from furnishing such services at the direction of Anexus, and Seller shall deliver the goods when the cause effecing the delay is eliminated. Anexus shall be responsible only for Seller’s direct additional costs incurred by holding the goods or delaying the performance of this agreement at Anxus’s request. Causes beyond Anexus’s control shall include, without limitation, government action or failure to act where required, strike or other labor trouble, fire or similar catastrophe, and severe weather or other acts of God.
Warranties: Seller expressly warrants all goods delivered under the Order to be free from defects in material and workmanship and to be of the quality, size and dimensions ordered and reasonably fit for the purpose disclosed in this Order or in such drawings and specifications, and Seller further warrants that such goods or services will be merchantable and fit for the purpose for which they are sold, and where design is Seller’s responsibility, will be free from defects in design. Anexus’s approval of Seller’s design or material shall not be construed to relieve Seller of the warranties set forth herein. Without limitation of any rights which Anexus may have at law by reason of any breach of warranty, goods which are not as warranted may at any time within twelve (12) months after delivery be returned at Seller’s expense. Anexus at its option may require Seller either to replace such goods at no increase in price (Seller must pay all repacking, transportation and handling charges both ways) or to refund the purchase price and any charges in connection therewith. This express warranty shall not be waived by reason of the acceptance of the goods or payment by Anexus.
Compliance: Seller certifies that all goods or services furnished under the Order, including materials and incident thereto, shall comply with all applicable local laws and regulations concerning health, safety and environmental standards and requirements.
Risk of Loss: Seller assumes all risk of loss of or damage to all goods ordered and all work in progress, materials, and other items related to this Order until the same are finally accepted by Anexus. Seller also assumes all risk of loss of or damage to any goods, work in progress, materials, and other items rejected by Anexus until the same are received by Seller or accepted by Anexus.
Inspection: Payment for goods or services provided under the Order shall not constitute acceptance thereof. Anexus may inspect and test such goods or services and reject any or all items that are, in Anexus’s sole judgment, nonconforming within a reasonable time after delivery. Goods rejected or supplies in excess of quantities ordered may be returned to Seller at its expense. Failure by Anexus to inspect and test the goods or services within a reasonable time after delivery shall not relieve Seller of responsibility.
Hold Harmless: Seller shall defend and hold harmless Anexus, its directors, overseers, officers, agents and employees against and from any and all claims, liabilities, losses, damages, expenses, and legal fees whatsoever, without limitation, arising in connection with any goods or services purchased under the Order or from any act, omission, operation, product or services of Seller, its employees, agents, suppliers, and subcontractors.
Insurance: Seller shall maintain adequate insurance in any and all forms necessary to protect both Seller and Anexus against all liabilities, losses, damages, claims, settlements, expenses, and legal fees arising out of or resulting from performance of this agreement. Although evidence of certain minimum coverage may be required, nothing contained herein shall abridge, diminish or affect Seller’s responsibility for the consequences of any accidents, occurrences, damages, losses, and associated costs arising out of or resulting from performance of this agreement.
Limitation: Anexus shall not be liable to Seller, its employees, representatives, agents, suppliers, or subcontractors for any anticipated profits or incidental or consequential damages. Anexus’s liability on any claim for loss, damage or expense arising in connection with this agreement shall not exceed the price of the goods or services which give rise to the claim. Anexus shall not be liable for penalties of any kind. Any action caused by any alleged breach of this agreement by Anexus must be commenced within one year after the cause of action has accrued.
Indemnification-Patents/Copyright: The Seller agrees to indemnify Anexus and to hold Anexus harmless from and against all claims, liability, loss, damage, and expenses including legal fees, arising from or due to any actual or claimed trademark, patent, or copyright infringement and any litigation based thereon, with respect to any part of the goods and work covered by the Order. The Seller shall defend any such litigation brought against Anexus. The Seller’s obligations hereunder shall survive acceptance of the goods and payment therefore by Anexus. In case said equipment or material is in such suit, or in final adjudication elsewhere, held to constitute infringement, and the use thereof is enjoined, Seller shall, at its own expense, either procure for Anexus the right to continue using said equipment or material, or at the option of Anexus either replace same with equally efficient non-infringing equipment or material, or modify it without impairing its efficiency so it becomes non-infringing, or remove said equipment or material and refund the purchase price and the transportation and installation costs thereof.
Independent Contractor: If Seller’s obligation under the Order require the performance of work by Seller, its employees, agents suppliers or subcontractors on Anexus property or elsewhere, Seller agrees that such work or services shall be performed by Seller, its employees, agents suppliers or subcontractors as independent contractors, and not as employees of Anexus, and that such persons doing such work shall not be considered or represent themselves as employees or agents of Anexus.
Use of the Name of Anexus: The Seller shall not use the name of Anexus Pte Ltd or of any Anexus employee, or any Anexus trademark in its sales promotion, advertising, or any other publication without Anexus’s prior written permission.
Assignment: No part of the Order may be assigned, transferred, or subcontracted by Seller without Anexus’s prior written approval.
Waiver: Anexus’s failure to insist on performance of the terms and conditions herein or to exercise any right or privilege, or Anexus’s waiver of any breach thereunder, shall not thereafter waive the same or other terms, conditions, rights or privileges or affect any subsequent breach.
Severability: If any part of this agreement is found to be illegal or unenforceable, that part shall be severed from the contract and the rest of the agreement shall be enforceable as written.
Deliveries: Deliveries on Monday to Friday between 9.00am to 5.00pm or unless specifically requested by Anexus. Seller shall abide and ensure delivery of goods/services to address indicated in this Order . Delivery schedule as per Appendix A.
Invoices: All invoices shall be mailed to Anexus at its office as indicated on the face of this Order and will state Anexus’s Purchase Order Number clearly on the Invoice. Invoice and duplicates shall be rendered for each order or for each shipment if more than one is made on an order. An itemized delivery ticket, bearing Anexus’s Purchase Order Number as shown hereon, must be left with the goods to insure their receipt. If delivery is made by carrier, an itemized delivery ticket must be attached to the package or other shipping unit. The payment discount period will date from receipt of the invoice and not from the date of the invoice. In case of errors on an invoice, the payment discount period will date from the receipt of corrected invoices.
Price: If this Order is not priced it shall not be filled at prices higher than those last quoted and charged Anexus for the same articles. Charges for boxing, packaging or cartage will not be allowed or paid by Anexus unless otherwise expressly stated on this Order. Goods are purchased on a delivered basis. An element of freight is included in the purchase price of the materials. All freight charges are to be paid by the supplier to the carrier without further liability to Anexus, its divisions, subsidiaries or affiliates, or its customer and/or consignee.
Chemicals: Kindly note that Seller has a Legal Duty to supply the Updated MSDS (Material Safety Data Sheet) for delivery of ALL chemicals to our premises.
Equipment: Equipment to be supplied to equip with proper 3-pin plug conformance to safety standards such as the Singapore Safety Mark Certification or equivalent International Standard. Failing to do so, we will charge SGD50 for each 13Amp plug; and/or SGD350 for each custom plug change locally.<
Confidentiality/Trade Secrets: All specifications, data and other information furnished by Anexus, or its agents, to Seller in connection with this order remain the exclusive intellectual property of Anexus and shall be treated by the Seller as proprietary and shall not be disclosed or used, outside the limitation of this order, without prior written approval of Anexus. In addition, the purchase of the Seller’s product does not authorize the Seller to use the name of or make reference to Anexus for any purpose in any releases for public or private dissemination, nor shall the Seller divulge or use in any advertisement or publication any specifications, data, or other information pertaining to or relating to this usage without prior written approval of Anexus.
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