SINGAPORE PRECISION INDUSTRIES PTE LTD (SPI) C/O THE SINGAPORE MINT GENERAL TERMS AND CONDITIONS
SINGAPORE PRECISION INDUSTRIES PTE LTD (SPI)
C/O THE SINGAPORE MINT
GENERAL TERMS AND CONDITIONS
1.1 The following terms shall have the meaning below:
“Company” means SPI c/o The Singapore Mint (Reg No. 198100483N)
“Company Site” shall have the meaning as described in the PO;
“Conditions” means the General Terms and Conditions of purchase set out in this document;
“Contract” means the contract for supply of Goods and / or the performance of Services, which shall comprise of the PO and these Conditions;
“Contract Personnel” means all persons, whether employees or agents of the Contractor or its subcontractor and their respective legal successors and permitted assigns, engaged in or for the performance of the Contract;
“Contract Price” means the price as set out in the PO which is payable to the Contractor for the supply of Goods and / or performance of the Services in accordance with this Contract and shall be fixed subject only to adjustments expressly provided in the Contract;
“Contractor” means the person or organization that has entered into the Contract with the Company;
“Good” means the goods and materials (including any instalment of the goods or any part of them) and including any technical documentation which the Contractor is required to supply under the Contract in the quantity, having the quality and meeting the specification as described in the PO;
“IP” means intellectual property and shall include patents, copyright, industrial design, integrated circuit topography and trademark;
“Party” shall mean either the Company or the Contractor and
“Parties” shall mean both the Company and the contractor;
“Purchase Order” or “PO” shall mean the Company’s purchase order to which these Conditions are annexed;
“Services” mean the services which the Contractor is required to perform under the Contract as described in the PO; and
1.2 The Contract constitutes the entire understanding between the Parties and supersedes all previous oral or written understandings of any kind.
1.3 No amendment to the Contract shall be effective unless agreed to in writing by the Parties.
1.4 Unless otherwise expressly stated, expressions used in all documents comprising the Contract shall have the same meanings as those given in these Conditions.
1.5 No failure on the part of the Company at any time to enforce or require the strict adherence and performance of any of the terms or conditions of the Contract, shall constitute a waiver of such terms or conditions or affect or impair the effect of such terms and conditions or prejudice the rights or remedies of the Company at any time to avail itself of such rights or remedies as it may have for any breach of such terms or conditions.
1.6 No right or remedy conferred upon or reserved to the Company by the Contract shall be exclusive of any other right or remedy under the Contract or at law, and all rights and remedies of the Company conferred by the Contract or by law shall be cumulative and in addition to every other right and remedy available to the Company.
1.7 The Contract shall be construed in accordance with and be subjected to the laws of the Republic of Singapore. The Contractor hereby subjects itself to the non-exclusive jurisdiction of the Singapore courts. A person who is not a Party to this Contract shall have no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any terms of this Contract.
1.8 References in the Contract to any law written or otherwise shall be construed as references to such law as may be amended from time to time.
1.9 To the extent permitted by applicable law, the validity of the remaining provisions of the Contract shall not be affected by the introduction of a law or a decision by a court, governmental or regulatory body to the effect that any provision of the Contract is illegal, unenforceable or contrary to law or public policy. In the event that as a result of such a law or a decision any of the rights or obligations of a Party are materially affected, then such Party may notify the other Party in writing that it wishes mutual consultations to be held with respect thereto, and thereupon the Parties shall promptly meet and negotiate in good faith in order to arrive at an amendment of the provision of the Contract so affected, in such manner as will most closely and accurately reflect the intents and purposes including but not limited to financial and commercial consequences of the Contract without causing such provision to be illegal, unenforceable or contrary to law or public policy.
1.10 Unless the context otherwise dictates, words importing the singular shall include the plural and references to the male gender shall include the female and neuter genders and vice versa. References to a person shall be construed as references to an individual, proprietorship, firm, corporation, company, unincorporated body of persons or any state or agency thereof.
1.11 The headings are for convenience only and not for the purpose of interpretation.
2 SCOPE OF CONTRACT
2.1 The Contractor shall carry out and complete the supply of all items of Goods and / or perform the Services in accordance with the terms and conditions of the Contract, which shall govern the Contract to the exclusion of any other terms and conditions on which any quotation has been given to the Company or subject to which the PO is accepted or purported to be accepted by the Contractor.
2.2 The PO shall constitute an offer by the Company to purchase the Goods and / or acquire the Services subject to the terms and conditions of the Contract.
2.3 The Contractor shall carry out and complete the supply of Goods and / or the performance of the Services in accordance with the Contract in every respect and to the directions and satisfaction of the Company. Without prejudice to the generality of the aforesaid, the Contractor shall, without limitation;-
(a) Provide everything including but not limited to equipment, materials personnel and transportation required for the proper performance and completion of the Contract whether or not particularly described in the PO. The scope of the Contract shall be inclusive of all ancillary and other works and expenditure, whether separately or specifically mentioned or described in the PO or not, which are either indispensably necessary to carry out or bring to completion by the Contractor of its obligations under the Contract, or which may contingently become necessary to overcome difficulties before completion;
(b) Carry out and complete the supply of Goods and / or the performance of Services with due diligence, efficiency, skill and workmanship expected of a supplier in a similar nature;
(c) Comply with the practices and standards of the industry of the Contractor; and
(d) Comply with governmental and other statutory requirements.
2.4 The time of delivery of the Goods and / or performance of the Services is of the essence of the Contract.
3 CONTRACT PRICE
3.1 In consideration of the performance and completion of the Contract, the Contractor shall be entitled to the Contract Price as set out in the PO. All additions thereto and deductions therefrom as a result of variation orders issued by the Company shall be based on unit rates as stated in the PO, or in the absence of the same, on rates to be mutually agreed by the Company and the Contractor.
3.2 The Contract Price shall be deemed to:
(a) Include all taxes, charges, duties and fees payable whether imposed in Singapore or elsewhere, arising out of or in connection with the Contract, for which taxes, charges, duties and fees the Contractor shall assume full and exclusive liability PROVIDED THAT the Goods and Services Tax imposed under the Goods and Services Tax Act (Cap. 117A) shall be excluded from the Contract Price and be borne by the Company;
(b) Cover all costs and expenses which will be incurred by the Contractor including but not limited to cost of equipment, materials, transportation, labour, mobilization and demobilization) in performing and completing the Contract; and
(c) Be sufficient remuneration for the performance of all of the Contractor’s obligations under the Contract. Where any part of the Contract Price is on a cost-reimbursable basis, the Contractor shall give the Company access at all reasonable times to and the right to reproduce the Contractor’s records so as to allow the Company to audit and verify the costs constituting part of the Contract Price. Such right of the Company shall subsist, and the Contractor shall preserve its records for this purpose, for at least twelve (12) months after termination of the employment of the Contractor.
4 PAYMENT TERMS
4.1 The Contractor shall submit to the Company its invoice for the Contract Price at times as set out in the Contract unless otherwise agreed in writing between the Parties.
4.2 The Invoice shall be:
(a) In such detail as may be requested by the Company; and
(b) Supported by all relevant documents.
4.3 Within sixty (60) days of its receipt of an invoice, the Company shall;
(a) If the invoice is correctly prepared, adequately supported by all relevant documents and undisputed by the Company, pay the amount stated in the invoice to the Contractor; or
(b) If the Company disputes any item in an invoice, notify the Contractor orally or in writing and return the invoice. The Contractor shall prepare a fresh invoice in respect of the undisputed items, which the Company shall pay in accordance with the Contract. The Company shall be entitled to withhold payment in respect of items in dispute until settlement of the dispute.
4.4 has been supplied in every respect in accordance with the Contract.
4.5 The Contractor shall be responsible for arranging foreign exchange clearance and bear the costs in the country to which funds are being remitted.
4.6 Payment under this Contract shall be made by cheque in Singapore Dollars unless otherwise agreed to between the Parties.
4.7 The Company shall be entitled to deduct from or withhold:
(a) The Contract Price;
(b) Any other amount payable to the Contractor under the Contract; or
(c) Any part thereof any amount:
(i) If permitted by any law, including but not limited to the Income Tax Act (Cap.134); and
(ii) To answer any claim, liability, judgement, suit, proceeding, action, cost (including but limited to legal costs on a solicitor and client basis), expense, demand whatsoever which the Company has or may have against the Contractor for or in respect of the Contract or any other contract which the Contractor has entered or may hereafter enter into with the Company or in respect of any matter or in any way relating thereto.
4.8 Withholding or deduction under Clause 4.3(b) or 4.7 shall not constitute a breach of the Contract by the Company.
5 ASSIGNMENT & SUBCONTRACTING
5.1 The Contractor shall not assign this Contract or any payment due or to be due to it hereunder, without the prior written consent of the Company such consent not to be unreasonably withheld or delayed. The Company shall be entitled to assign and / or transfer its rights and obligations under this Contract without the prior written consent by the Contractor.
5.2 The Contractor shall not be entitled to subcontract its obligations under the Contract or any part thereof without the written consent of the Company, which consent may be subject to such conditions as the Contractor may stipulate, including but not limited to, the provision of security and the choice of subcontractor. The Company shall be entitled to terminate the employment of the Contractor in the event of any breach of this Clause by the Contractor.
5.3 Where the Contractor has obtained the written consent of the Company as required under Clause 5.1 or 5.2, the Contractor shall remain solely responsible for the performance and completion of its liabilities and obligations under the Contract. Any act, omission, breach or non-compliance of the Contract by the subcontractors shall be deemed to be the act, omission, breach or non-compliance, as the case may be, by the Contractor whether or not authorized by the Contractor.
6 INSPECTION AND WARRANTY
6.1 Final inspection and acceptance of Goods by the Company will be at the Company’s Site unless otherwise specified.
6.2 Notwithstanding the above, the Contractor shall not unreasonably refuse any request by the Company to inspect and test the Goods during manufacture, processing or storage at the premises of the Contractor or any third party prior to dispatch, and the Contractor shall provide the Company with all facilities reasonable required for inspection and testing.
6.3 If as a result of inspection or testing the Company is not satisfied that the Goods will comply or comply in all respects with the Contract, and the Company so informs the Contractor within ten (10) days of inspection or testing, the Contractor shall take such steps as are necessary to ensure compliance.
6.4 The Contractor warrants that any Goods supplied by the Contractor under this Contract shall conform to the specifications, drawings, samples or other descriptions furnished or adopted by the Company and that the Goods are of good material and workmanship, free from defects, merchantable and fit for their intended purpose. Any articles or materials not accepted by Company will be returned to the Contractor at his expense for credit at full price. The initial inspection performed by the Company on receipt of the Goods is a conditional acceptance and shall not waive the right of the Company to return Goods to the Contractor which develops defects due to latent causes during installation and tests of the end product.
6.5 The Contractor warrants to the Company that any Services performed by the Contractor under the Contract will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable fo the Company to expect in such circumstances.
6.6 The Contactor agrees that shipment of Goods against this Contract constitutes certification that all Goods included in this shipment conform in all respects to the applicable specifications and drawings. Inspection and test reports (if applicable) covering the Goods and their parts are available for review and subject to examination by the Company or the company’s authorized representative to verify conformance to such applicable specifications and drawings.
6.7 The duration of the warranties set forth in Clause 6.4 for the Goods shall extend for a period of twenty-four (24) months from the date of delivery of the Goods to the Company’s Site (“Goods Warranty Period”). However, the duration of the warranties with respect to the Goods, and any associated services, that is repaired, replaced, modified, or otherwise altered after handing over in accordance with Clause 15 shall extend for a period of size (6) months from the date of completion of such repair, replacement, modification or alteration.
6.8 If any Service performed is found within a period of twelve (12) months from the date of acceptance of Services by the Company (“Services Warranty Period”) to be deficient, the Contractor shall at the written notification of the Company, re-perform the same, at the expense of the Contractor within seven (7) days, which shall commence from the said notification and end upon the completion of the re-performed Service. The Services Warranty Period for the re-performed Service shall be extended by a period equivalent to the period commencing from the date of the said notification to the date of completion of the re-performed Service.
6.9 Nothing herein shall prejudice or limit the Company’s rights to claim for loss and damage as may be allowed under any written law or common law.
7.1 “Confidential Information” shall mean any knowledge or information at any time disclosed to the Contractor by or on behalf of the Company in writing, in drawings or in any other way, or acquired by the Contractor from the Company, and all data derived there from, in connection with the Contract, whether of a scientific, commercial, technical, procedural nature of otherwise except to the extent that such knowledge or information:
(a) Is or becomes part of public knowledge or literature as evidenced by printed publication or otherwise provided this is not through the act or default of the Contractor; or
(b) Is or has been disclosed or furnished or lawfully made know to the Contractor by any third party without restriction on disclosure.
7.2 Confidential Information shall continue to be the property of the Company.
7.3 The Contractor shall ensure that the Confidential Information is not;-
(a) Divulged to or placed at the disposal of any third party; or
(b) Reproduced, copied or used;
In whole or in part, during or after the currency of the Contract, or upon termination of the Contract by either the Company or the Contractor, except to the extent required for the performance of the Contract.
7.4 The Contractor shall not without the Company’s prior written consent disclose to any third party that it is supplying the Goods and / or performing the Services or any provision of the Contract for the Company.
7.5 For the purposes of this Clause 7, reference to:
(a) Company includes any related companies (as defined in section 6 of the Companies Act (Cap. 50) and any third party with whom the Company has a contract (in writing or otherwise);
(b) The Contractor, where the context permits, includes its subcontractors.
7.6 The Contractor shall ensure that any third party who pursuant to Clause 7.3 comes to know or possess any confidential information abides by Clause 7.
7.7 This Clause 7 shall survive the termination or expiry of the employment of the Contractor for whatever reason and shall continue and survive for a period of five (5) years after termination of expiry.
8 FORCE MAJEURE
8.1 A “Force Majeure Event” means any cause which is not reasonably foreseeable and is beyond the reasonable control and not due to the fault or negligence of the Party affected (including its subcontractors, if any) and which could not have been avoided by due diligence and the use of reasonable efforts. A Force Majeure Event includes, without limitation, Acts of God, drought, flood, earthquakes, storm, fire, lightning, epidemic, war, riot, civil disturbance, sabotage, explosions, strikes or labour disputes (excluding any strikes, labour disputes or other labour difficulties in which the employees of the affected Party (or its subcontractors, if any), are involved) and changes in laws. A Force Majeure Event includes the failure of a subcontractor to furnish labour, services, materials or equipment in accordance with its contractual obligations only if such failure is itself due to a Force Majeure Event.
8.2 A Party shall not be liable for failure or delay in performing any of its obligations under the Contract to the extent that the failure or delay is due to a Force Majeure Event PROVIDED ALWAYS THAT:
(a) Immediately upon knowing that it will not be able to fulfil its obligations, it notifies the other Party in writing, giving full particulars of the Force Majeure Event and of how the performance of the Contract has been affected;
(b) The Party uses its best endeavors to mitigate or overcome the negative effect of the Force Majeure Event;
(c) The suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event;
(d) No obligations of the Party which arose before the occurrence of the Force Majeure Event causing the suspension of performance are excused as a result of the occurrence; and
(e) When the Party is able to resume performance of its obligations under the Contract, such Party gives the other Party written notice to that effect and promptly resumes performance hereunder.
8.3 If performance prevented or delayed by a Force Majeure Event cannot be resumed within one (1) month from the date the same was first prevented or delayed, either Party may be entitled to terminate the Contract by giving the other Party seven (7) days’ written notice after expiry of the one (1) month period.
9 BUSINESS ETHICS
9.1 The Company looks to collaborate with transparent, ethical, environmentally and socially responsible contractors. The Company also recognizes that while its contractors are independent entities, their business conduct and actions will have a direct or indirect impact on the Company. Hence the Contractor shall maintain and practice such business ethics, standards, procedures and controls in accordance with accepted industry norms and which are consistent with the Company’s Code of Business Conduct which can be found at (http://www.singaporemint.com) (as may be amended from time to time). The Contractor agrees and acknowledges that the Company shall have the right to terminate this Agreement without any liability to the Contractor if the Company has reasonable grounds to believe, as supported by evidence (such evidence be furnished in writing to the Contractor) that the Contractor has not complied with the Company’s Code of Business Conduct, and consequently look to the Contractor for all liabilities and indemnities set out in Clause 10 herein.
9.2 The Contractor shall not take any action that may subject the Company to liability or penalty under any law or Contract.
9A.1 The Contractor acknowledges the Company’s business policies which are based on honesty, integrity and fairness and agrees to extend, such co-operation as the Company requests from the Contractor to ensure that the Contractor’s performance of this Contract does not cause the Company to be in breach of the Company’s business policies, including facilitating an audit conducted by an independent auditor appointed by the Company for the purposes of ensuring compliance with this Clause 9A.1 in its performance of this contract. The Contractor acknowledges in particular that the Company does not permit any offering, solicitation, payment or acceptance of bribes in any form, including, facilitation payments.
9A.2 In this regard, the Contactor is encouraged to report to the Company via the whistle-blow channel (Hotline / Fax: (65) 6895 0327 or Email: email@example.com) any instances of non-compliance that it encounters (fraud, bribery or any other illegal acts) to the Company’s Group internal Audit department.
9A.3 The Contractor agrees and acknowledges that the Company shall have the right to terminate this Agreement without any liability to the Contractor if the Company has reasonable grounds to believe, as supported by evidence (such evidence be furnished in writing to the Contractor) that the Contractor has directly or indirectly offered, paid solicited or accepted bribes in any form, including facilitation payments, in relation to the entering into or performance of the Contract.
9A.4 the Contractor agrees and acknowledges that the Company will report such wrong-doings to the authorities
10 LIABILITIES AND INDEMNITIES
10.1 Subject always to clause 10.2, the Contractor shall be liable for and shall indemnify the Company upon written demand from and against any and all claims, liabilities, damages, loss, judgments, suits, proceedings, actions and all costs (including legal costs on a full indemnity bases), expenses, penalties, fines, fees suffered by or claimed against the Company including but not limited to those resulting from, or in any way connected with:
(a) Loss of or damage of any kind to the property (real or personal) of the Contractor, any third party or the Company;
(b) Injuries to, or sickness or death of any person (including any employee employed by the Contractor or any third party) in and for the performance of the Contract;
(c) Breach of or failure to perform the Contract whether in whole or in part by the Contractor; or
(d) Non-compliance with the law by the Contractor,
As a result of or arising from any act or omission of the Contractor, except to the extent that such injury, sickness, death, loss or damage resulted from any negligent act or default of the Company.
10.2 Neither Party shall in any circumstances whatsoever be liable to the other Party for any loss of profit, loss of anticipated earnings or savings, loss of revenue, loss of use, loss of contract, loss of goodwill or for indirect, consequential or special damages arising out of in connection with the Contract, irrespective of whether such claims for such damages be based on contract, tort or otherwise at law.
11.1 The Contractor shall provide for adequate insurance cover on :-
(a) Any insurance which the Contractor is required by law to have;
(b) Any insurance which the Company deems fit and notifies in writing to the Contractor; and
(c) Any insurance which a reasonable and prudent operator within such similar industry as the Contractor and in line with prevailing market practice would take.
11.2 In addition, the Contractor shall provide for adequate insurance cover for the Goods while in transit and until acceptance by the Company.
11.3 Within fourteen (14) days from the date of the Contract, the Contractor shall cause its insurers or insurance brokers to provide the Company with certificates of insurance indicating that the insurances referred to above have been effected by the Contractor stated in such certificates. Thereafter, the Contractor shall, whenever required by the Company, provide the Company with a copy of the policies for such insurances, together with a certificate from insurers certifying that the insurances are in force and the last premium due in respect thereof has been paid.
12 INTELLECTUAL PROPERTY
12.1 Unless expressly authorized by the Company, the Contractor shall not be entitled to use any IP owned or used by the Company or any related company.
12.2 Rights, title and interests in IP which results from or generated pursuant to or created for the purposes of this Contract shall vest in the Company. The Contractor shall assign or do all things necessary to procure the assignment of such IP to the Company absolutely and bear all costs and expenses of such assignment.
12.3 For the avoidance of doubt, any IP in any results, report, data or information generated or produced by the Company or another person on behalf of the Company as a result of this Contract shall be owned by the Company.
13 TITLE AND RISK
13.1 The Contractor represents and warrants that the Contractor has good title to the Goods and that the Goods do not infringe any IP. Notwithstanding the above, the Contractor shall indemnify the Company all IP infringement claims including any costs, charges and expenses in respect thereof.
13.2 Title to the Goods shall pass when they are delivered to the Company. Risk of lose, injury, or destruction of the Goods shall be borne by the Contractor until title passes to the Company.
14.1 The Company shall be entitled to terminate the Contract
(a) Forthwith by written notice if:
(i) the Contractor abandons or without reasonable cause fails to commence or continue the performance of the Contract;
(ii) insolvency proceedings have been commenced against the Contractor, or the Contractor enters or is in the process of entering into an arrangement or composition with its creditors; or if an order is made, or resolution passed for its winding up, (other than voluntary liquidation for the purposes of amalgamation or reconstruction); or if the Contractor shall otherwise become insolvent, or make any assignment for the benefit of its creditors; or if the Contractor shall suffer any distress or execution levied upon its property; or has a receiver, manager, judicial manager or liquidator of its business appointed; or
(iii) the Contractor commits any act which is an offence at law including without limitation the Prevention of Corruption Act (Cap.241) or the Penal Code (Cap. 224) or would constitute such an offence if committed within Singapore, or which amounts to fraud, malpractice or dishonesty, or any conduct which in the opinion of the Company is prejudicial to the Company’s interest,
PROVIDED ALWAYS THAT the termination of the Contract hereunder shall remain valid and effective under Clause 14.1 (a) notwithstanding that it is subsequently established that there was no default on the part of the Contractor.
(b) By giving one (1) week’s written notice to the Contractor if the Contractor does not improve its performance of the Contract to the Company’s satisfaction within one (1) month from the date that the Company notifies the Contractor in writing of its dissatisfaction.
(c) Without prejudice to the aforesaid, the Company may terminate the employment of the Contractor at any time and without any reason or ground whatsoever upon giving a thirty (30) days’ written notice to the Contractor without prejudice to the Company’s rights or remedies against the Contractor. The Company shall not be liable for any loss or damage arising out of or in connection with such termination.
14.2 Either Party may terminate the Contract;
(a) By giving to the other one (1) week’s written notice if the other Party has committed a breach of any provision thereof and does not rectify the breach within one (1) week from the date the former notifies the latter in writing of the breach; and
(b) Pursuant to Clause 8.3.
14.3 The employment of the Contractor may be terminated pursuant to Clause 5.
14.4 The Contractor shall immediately upon the termination of Contract, or, if there is a date specified in the notice, on or before that date:
(a) Discontinue its performance of the Contract or the portion of the Contract specified in the notice;
(b) Deliver to the Company
(i) The vehicle and / or installation passes;
(ii) The Confidential information in the possession of the Contractor,
(iii) The Goods delivered and / or work done up to the date of termination, including but not limited to any document prepared for the performance of the Contract; and
(iv) Any equipment or material, custody or control of which have been given by the Company to the Contractor for performing the Contract.
(c) Transfer to the Company, or its nominee, to the extent required by the Company, the benefit of all subcontracts and other obligations, rights and titles, and terminate those which are not so transferred to the Company;
(d) Remove from the Company’s Site all materials and equipment brought thereon by the Contractor, subcontractor or contract personnel; and
(e) Notify the Contractor’s contract personnel of the termination of their employment in connection with the Contract and move them out of the Company’s Site.
14.5 Upon termination of the Contract, the Contractor shall be entitled to such sums as are due in accordance with the Contract for the Goods delivered and / or Services performed up to the date of termination. On or after such date, the Contractor shall invoice the Company for such sums, if not already invoiced in accordance with the Contract. Such sums shall be paid in accordance with Clause 4 whereupon they shall be deemed to be the full and final payment to the Contractor who shall not be entitled to any other payment whatsoever in respect of the termination or Goods delivered and / or Services performed.
14.6 Termination of Contract shall not relieve either Party of its obligation accrued before such termination or of any obligation provided to extend beyond or to be performed after the termination of the Contract.
15.1 Unless otherwise stated, delivery shall be made to the Company’s Site and the cost is deemed to be inclusive in the prices stated.
15.2 The delivery date(s) specified in the PO shall be strictly adhered to. The Contractor shall give the Company notice in writing immediately if any delay is foreseen.
15.3 The Contractor will deliver such quantity as stipulated in the PO and the Company reserves the right to return any excess delivery at the Contractor’s expense unless prior written consent has been given to the Contractor by the Company.
16.1 The Contractor must provide proper and adequate packaging in accordance with best commercial practice, to ensure that the material being shipped to the Company will be free of damage. Packaging must be adequate to allow for normal and acceptable handling practices, including palletizing, with consideration for the type of material and transportation mode. The Company reserves the right to reject any shipment that is deemed by the Company not to have been packaged adequately.
17 CANCELLATION OR REJECTION OF GOODS
17.1 The Company reserves the right to cancel or reject all or any part of the undelivered portion of the Contract if the Contractor does not make deliveries as specified in the Contract delivery schedule, or in the event it becomes apparent that delivery or completion cannot be accomplished within the time specified; or if the Contractor breaks any of the other terms or conditions of the Contract without penalty or liability (except for Goods received and accepted).
17.2 If the Goods supplied do not conform to the terms and conditions of the Contract, including but not limited to description, quantity or quality of the Goods, the Company may cancel the order or ay part thereof or reject all or any of the Goods without thereby incurring any liability to the Company.
17.3 All Goods rejected by the Company shall:
(a) Remain the property and at the risk of the Contractor.
(b) Be collected by the Contractor without delay, on receipt of notice of rejection; and
(c) At the Company’s option be credited or replaced within a reasonable time free of extra charge.
18 CONTRACT PERSONNEL
18.1 Neither the Contractor, nor the Contract Personnel shall be considered at any time to be either expressly or by implication employees of the Company.
18.2 The Contractor shall be solely responsible for payment of the Contract Personnel’s wages and any payment in respect of the Contract Personnel required by law to be paid, of whatever nature and by whatever name called, including but not limited to contributions to Central Provident Fund, Skills Development Levy, Foreign Workers’ Levy and income tax.
18.3 The Contractor shall ensure that the Contract Personnel are adequate in competence and number for the performance of the Contract.
18.4 The Contractor shall terminate the services of any Contract Personnel upon a written request by (for which no reason need to given) and shall forthwith provide a suitable replacement therefore. For the avoidance of doubt, the Contractor shall bear the demobilization cost of the Contract Personnel whose services are terminated, and the mobilization cost of the replacement.
18.5 Any act, omission, breach or non-compliance with the Contract by any Contract Personnel shall be deemed to be the act, omission, breach or non-compliance, as the case may be, of the Contractor, regardless of whether or not it was :
(a) Authorized by the Contractor or its subcontractor, or
(b) Done in the course of employment.
18.6 The Contractor shall comply with the Company’s rules with respect to illegal workers. The Contractor shall ensure that no illegal workers are used for the Company’s projects. The Company will not hesitate to take action against those harboring illegal workers at the Company’s site.
19 STRICT COMPLIANCE WITH THE COMPANY’S DIRECTIONS
19.1 Notwithstanding any other provision of this Contract, the Company shall in the supply of Goods and / or in the performance of the Services comply with the directions of the Company and / or the Company’s authorized representative.
20.1 Any notice required to be given by either Party shall be in writing addressed to that other Party at the address stated in the PO for such other address as may at the relevant time have been notified pursuant to this provision to the Party giving the notice.
21 SAFETY REGULATION
21.1 The Contractor shall ensure that its employees, subcontractors and agents comply with the Company’s prevailing health, safety and environmental rules and regulations.
22.1 When used in the Contract, ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in the Contract, but if there is any conflict between the provisions of Incoterms and the Contract, the latter shall prevail.