Terms & Conditions
The term "Seller" as used herein also includes subcontractors, independent contractors and all other classes of persons performing any type of work under this Purchase Order. The term "Buyer" as used herein refers to Biomass Sensor Pte. Ltd. and/or any Operating Units of to Biomass Sensor Pte Ltd..
2. INSPECTED WARRANTY
Final inspection and acceptance of material by Buyer will be at the Buyer's facility from which this order originates unless otherwise specified. The Seller warrants that all goods, services or work supplied by the Seller under this order conform to the specifications, samples or other descriptions furnished or adopted by the Buyer and that they are of good material and workmanship, free from defects, merchantable and fit for their intended purpose. Any articles or materials not accepted by us will be returned to the Seller at his expense for credit at the full price. Inspection may be performed at Buyer's option on a statistical sampling basis in accordance with Mil. Std. 105. When the defects within the sample exceed the allowable percent defective, the entire lot will be rejected. The rejected lot will be either returned to the Seller for replacement or credit; or 100% screened by Buyer with cost of screening billed to the Seller. The initial inspection performed by Buyer on receipt of material is a conditional acceptance and shall not waive the right of Buyer to return material to the Seller which develops defects due to latent causes during installation and tests of the end product. All special drawings, dies, patterns or other items supplied by Buyer shall be the property of Buyer and shall be preserved in good condition and returned when the work on this order has been completed or terminated. If material, equipment, special drawings, dies, patterns, or other items are furnished by Buyer for performance of this purchase order, all risks of loss thereof or damage thereto shall be upon Seller until the material, equipment, special drawings, dies, patterns and/or other items have been redelivered to Buyer. If the Seller is prevented from delivering or Buyer is prevented from receiving the materials or articles referred to in this order as a result of government actions regulations, fires, strikes, accidents and other causes beyond the control of either party, the obligation to received or deliver shall be suspended for a reasonable time during which such conditions continue to exist. Seller's warranty shall be effective for a period of time as set forth on the face of this Purchase Order. If no such schedule is set forth on the face of this Purchase Order, this warranty shall be effective for a period of 24 months. All articles and material returned to Seller for breach of warranty hereunder shall be at Seller's expense, including expenses and penalties incurred by Buyer in recalling such articles and materials which have been delivered to Buyer's customers. Seller agrees that shipment of material against this Purchase Order constitutes certification that all articles or goods included in this shipment conform in all respects to the applicable specifications and drawings. Inspection and test reports covering the articles or goods and their parts are available for review and subject to examination by Buyer or its authorized representative to verify conformance to such applicable specifications and drawings. However, a Certificate of Compliance must accompany individual shipments when so specified on applicable drawings.
If in the opinion of the Buyer, any of the goods delivered under the order is found to be defective or not in conformity with the requirements of the order or other faults in the Buyer’s discretion, the Buyer shall have the rights to reject such goods or require the Seller to rework the goods. Rejected goods not collected from Buyer’s premise s within the period specified in Buyer Notification will be returned, disposed of or destroyed (at Buyer’s discretion) at Sellers’ cost. The Buyer reserves the right to order the goods from other sources. All damages, losses or additional costs and expenses arising from the rejection or incurred by the Buyer shall be borne by Seller.
4. PATENTS AND COPYRIGHTS
The Seller agrees to indemnify and to save harmless Buyer, its officers, agents, employees, and vandees (mediate and immediate) from any and all loss, expense, damage, liability, claims or demands either at law in equity for actual or alleged infringement of ant patient, invention, design, trademark, or copyright arising from the purchase, use or sale of materials or articles required by this purchase order except where such infringement or alleged infringement arises by reason of designs for such materials or articles originally furnished to Seller by Buyer.
Buyer shall have the right to change from time to time any of the drawings, specifications or instructions for work covered by this purchase order and Seller agrees to comply with change notices. If such changes result in a decrease or increase in the Seller's cost or in the time for performance, an adjustment in the price and time for performance will be made by the parties in writing, provided however that the Seller shall notify Buyer of the request for such adjustments within seven days after receipt by it of the change notice
This order and any payments to be made hereunder shall not be assigned or transferred without prior written approval by Buyer. Similarly Seller shall not further subcontract any substantial portion of the work to be performed by it under this order without the prior written consent of Buyer.
7. LEGAL COMPLIANCE
The Seller agrees that he will at all times comply with all applicable local laws, orders and regulations, including but not limited to, those affecting or limiting prices, production, purchase, sale and use of materials.
Buyer shall be entitled to terminate this Purchase Order at any time by giving (7) days written notice to the Seller. In addition to the foregoing, Buyer shall have the right to terminate this Purchase Order immediately upon any of the following events:
(a) In any case Seller commits any material or delivery breach of the terms of this Purchase Order.
(b) In any case Seller fails to perform its work to the required quality standards or failing in the delivery in accordance with this Purchase Order.
(c) In any case Seller fails to replace or make good any defective parts/equipment before expiry of the 24 months warranty period.
9. PRICE ADJUSTMENT
Buyer will not accept shipment at any increase in price above that indicated on this order. Any general price decrease announced by Seller in classification of equipment and/or material similar to the items described on this order shall automatically reduce the price thereof by a comparable percentage.
10. EXTRA CHARGES
No charges of any kind, including charges for packaging or documentation and interest on late payment will be allowed unless specifically agreed to in the Purchase Order.
11. NOTICE OF LABOUR DISPUTES
A. Seller agrees that whenever any actual or potential labor dispute delays or threatens to delay the timely performance of this order, Seller shall immediately give notice thereof of Buyer.
B. The Seller agrees to insert the substance of this clause, including the section (B) in any lower tier subcontract hereunder as to which a labor dispute may delay the timely performance of this order, except that each lower tier subcontract shall provide that in the events its timely performance is delayed or threatened by delay by any actual or potential labor dispute, the lower tier subcontractor shall immediately notify its next higher tier contractor of all relevant information with respect to such dispute.
12. LIABILITY FOR INJURY
Seller shall indemnify Buyer against loss and liability for all personal injury and property damage caused by items furnished or services performed by Seller pursuant to this order, whether performed on the premises of Seller or Buyer, or elsewhere. Seller shall carry and maintain insurance coverage satisfactory to Buyer to cover the above, and, upon Buyer's request, shall furnish to Buyer appropriate evidence of such insurance.
13. TIME OF DELIVERY
The delivery dates indicated by Buyer for the articles, materials, or work to be supplied under this purchase order shall be considered as of equal importance as the price and quality. Failure to meet agreed upon delivery shall be considered a breach of the contract, furthermore, Seller agrees to pay to Buyer any penalty and damages imposed upon or incurred by Buyer for failure of Seller to deliver articles, materials, or work on such delivery dates. Buyer may return or store at Seller's expense any items delivered more than 7 days in advance of the delivery specified for such items.
Seller is instructed to ship only the quantity specified in this order. However, any deviation caused by conditions of loading, shipping, packing, or allowances in manufacturing processes may be accepted by the Buyer according to the over shipment allowance indicated on the face of the order. If no allowance is shown, it shall be 0% Buyer reserves the right to return any over shipment if in excess of the allowance at the Seller's expense.
15. PACKING AND SHIPPING INSTRUCTIONS
A. Packing - All articles are to be suitably packed or otherwise prepared for shipment so as to secure the lowest transportation rates and to meet carrier's requirement. No charges will be allowed for packing, crating or carriage, unless stated in the order.
B. Marking - Each Shipping container must be marked to show order number, and a packing sheet showing order number must be included in each package or single unit of shipment. Once the quantity per shipping and/or intermediate container has been established, future orders for that part shall be packaged in that quantity.
C. Routing - On all shipments, routing on purchase order must be followed and vendor is expected to exercise due care with bill of lading classification so that the lowest legal rate will apply. The original bill of lading is to be forwarded to Buyer.
D. Consolidation - All materials to be shipped on a given day via the same mode of transportation from a common shipping point to a common address are to be consolidated into one shipment. Materials sold F.O.B. shipping point must be forwarded collect unless otherwise specified.
E. Value Declarations - On all shipment made F.O.B. shipping point by carriers of limited liability (railway express, air express, air freight, air freight forwarders and household carriers) do not declare more than free minimum valuation. Shipments valued in excess of US$75,000 are not to be made F.O.B. shipping point via carriers of limited liability without prior clearance from Buyer. Shipments valued over US$500 are not to be shipped via parcel post, and shipments valued US$500 or less shipped parcel post or air parcel post are not to be insured, but vendor will secure "Certificates of Mailing". Violations of these instructions will result in your company being debited for the excess valuation change.
16. Defective material shall be returned collect to Seller. Replacement material shall be sent prepaid from Seller, Seller will absorb burden of premium transportation when defective or replacement material results in critical time or delivery schedule.
After each shipment made under this order, Seller shall send a separate invoice, including item number, in duplicate accompanied by a bill of lading or express receipt. Payment of invoice shall not constitute acceptance of items ordered and shall be subject to appropriate adjustment for failure of Seller to meet the requirement of this order. All discounts will be calculated from date of receipt of material or services.
18. PROPRIETARY INFORMATION
All written information obtained by Seller from Buyer in connection with this order and which is identified as proprietary is received in confidence and shall remain the property of Buyer and shall be used and disclosed by Seller only to the extent necessary for the performance of the order and as agreed to by Buyer.
19. MATERIALS AND TOOLS
If Buyer furnished Seller material or equipment or pays for such material or equipment, title thereto shall remain or vest in Buyer and Seller shall identify, maintain, and preserve such material and equipment in accordance with Buyer's direction.
Seller shall furnish, upon Buyer's request, waivers by Seller and all other persons entitled to assert any lien rights in connection with the performance of this order.
21. CESSATION OF PRODUCTION
If production of items covered by this order is to be permanently discontinued at any time within one year after final delivery under this order, Seller shall give Buyer at least 180 days prior written notice of such discontinuance during which time Seller shall accept orders from Buyer for reasonable quantities of such items.
Seller shall not make or authorize any news release advertisement, or other disclosure which shall deny or confirm the existence of this order without prior written consent of Buyer.
The failure of Buyer to insist upon the performance of any provision of this order granted to Buyer shall not construed as waiving any such provision.
24. COMPLETE AGREEMENT
This order, which includes any supplemental sheets and riders annexed by Buyer, contains the complete and entire agreement between the parties and supercedes any previous communication, representations or agreements, whether oral or written with respect to the subject matter of this order.
In case of conflict between these General Terms and Conditions and other portions of this order, such other portions shall control. In addition, unless otherwise expressed in writing to Buyer by Seller as to non-acceptance of these provision, the provision herein concerning the performance of this order shall be enforceable to the full extent provided by Singapore law.