Unless expressly stated otherwise in the Purchase Order, these terms and conditions (“PO Terms”) shall govern the supply of goods and/or services provided under the Purchase Order. 

1.    Definitions and Interpretation

1.1.    The following terms shall have the meaning herein assigned to them:-

(a)     “Contract Price” means the total sum payable by CL to the Contractor under the Contract;

(b)     “Contractor” means the individual or entity engaged by CL to perform the Contract;

(c)     “Deliverables” means deliverables in the form of (i) goods to be delivered; (ii) services to be performed; or (iii) a combination of goods and services;

(d)     “Parties” means CL and the Contractor and “Party” means either one of them;

(e)     “Personal Data” means data, where true or not, about an individual who can be identified (i) from that data, or (ii) from that data and other information to which the organisation has or is likely to have access; and

(f)     “CL” means the legal entity from the CrimsonLogic Group stated in the PO.

1.2.    References to a Party shall be deemed to include the respective successors and permitted assigns of a Party.

2.    Formation & Nature of Contract

2.1.    The Contract between CL and the Contractor shall be constituted upon: (1) (if applicable) CL’s acceptance of an offer from the Contractor for the supply of goods and/or services, such acceptance including the issue by CL of a Letter of Acceptance or a Purchase Order; or (2) the signing by CL and the Contractor of a contract / agreement for the supply of goods and/or services.

2.2.    The Contract constitutes the complete and only agreement between the Parties and supersedes all previous communications, representations and other arrangements, whether written or oral.

2.3.    Any modification to or variation of the Contract must be agreed to in writing and signed by both Parties and expressly incorporated into the Contract in writing.

2.4.    Each of CL and the Contractor are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by the Contract.

2.5.    A person who is not a party to the Contract (including any approved subcontractor of the Contractor) shall have no right under any law to enforce any term and condition of the Contract.

3.    Deliverables, Price and Payment

3.1.    The Deliverables, Contract Price, currency, and payment schedule shall be as set out or referred to in the Purchase Order / quotation.

3.2.    In relation to the Deliverables: (i) the risks and title in the goods supplied by the Contractor under the Contract shall pass to CL only upon written acceptance, in writing, of the goods by CL; (ii) the Contractor shall ensure that any services shall be completed to CL's satisfaction and accepted by CL.

3.3.    Save for any goods and services tax or value added tax (if applicable), all taxes, duties and charges imposed by any government authorities for the Deliverables, if any, shall be borne by the Contractor and shall be deemed to have been included in the Contract Price.

3.4.    The Contractor shall not issue any invoice until the completion of the Deliverables to CL’s satisfaction and acceptance by CL. Any payment by CL to the Contractor of the invoiced value shall not relieve the Contractor from responsibility in relation to the proper execution of the Contract.

4.    Liability and Indemnity

4.1.    The Contractor shall be fully responsible for any loss, personal injury and/or damage to property caused by the acts, defaults, omissions or negligence of the Contractor, its agents, servants and subcontractors and the Contractor shall indemnify (on a full indemnity basis including legal costs), defend and hold CL harmless in all respects of liabilities relating thereto.

4.2.    Neither Party shall be liable to the other for any special, consequential or punitive damages or indirect losses, costs or expenses or loss of actual or anticipated profits (whether direct or indirect), lost opportunities (including opportunities to enter into or complete arrangements with third parties), a failure to realise anticipated savings or loss of reputation, howsoever caused (including by negligence).

5.    Termination and Suspension

5.1.    CL may by notice in writing terminate the Contract forthwith if:

(a)     the Contractor is in breach of the Contract and such default or breach continues unremedied for five (5) business days after a notice in writing of the default or breach has been sent to the Contractor specifying the same;

(b)     the Contractor is, or is reasonably suspected to be, subject to bankruptcy and/or an insolvency event or any event that could reasonably be expected to lead to insolvency;

(c)     the Contractor or any person employed by him or acting on his behalf violates any applicable laws, statutes, regulations, and Sanctions Laws including but not limited to those relating to anti-bribery, anti-corruption, and competition laws; and/or

(d)     the Contractor assigns the Contract or subcontracts the Contract or any part thereof without CL’s prior written consent.

5.2.    Notwithstanding the foregoing sub-clause or any other provision to the contrary, the Contract may be terminated by CL at any time by giving the Contractor no less than twenty-one (21) days’ notice in writing without assigning any reason whatsoever.

5.3.    In the event of the termination of the Contract under Clause 5.1:

(a)     CL may carry out and complete all or any part of the Deliverables or engage another contractor to carry out and complete all or any part of the Deliverables. CL reserves the right to recover from the Contractor damages incurred in respect of obtaining any such goods from another source or sources including any increased prices; and

(b)     CL shall have a lien over all Deliverables in progress and may sell any of the same and apply the proceeds of sale in or towards the satisfaction of any sums due or becoming due to him from the Contractor under the Contract.

5.4.    In the event of termination of the Contract under Clause 5.2, subject to the Contractor having fulfilled relevant obligations under the Contract (and without prejudice to any sums which are payable by the Contractor to CL pursuant to any term of the Contract), CL shall pay the Contractor, on a quantum meruit basis, for all work done in relation to the Deliverables up to the date of such termination as closely as possible.

5.5.    The termination or expiry of the Contract from any cause shall not release any Party from any liability which at the time of termination or expiry of the Contract has already accrued, or which thereafter may accrue under the Contract including but not limited to any breach by a Party of any of its obligations hereunder.

5.6.    In the event CL is of the reasonable opinion that the Contractor has failed to observe the proper safe work practices or other procedures / guidelines or exhibits poor workmanship, CL has the right to stop the Contractor from further executing the Deliverables until rectification measures are taken to the satisfaction of CL.

6.    Assignment, Subcontracting or Transfer

6.1.    The Contractor shall not assign, subcontract or transfer his benefits, interests, or obligations in or under the Contract or any part thereof without the prior consent in writing of CL, which shall not be unreasonably withheld.

6.2.    In the event CL approves any subcontracting by the Contractor, the Contractor shall ensure that such approved subcontractor shall comply with the terms of the Contract.

6.3.    Notwithstanding any assignment, subcontracting or transfer of any of the benefits, interests or obligations in or under the Contract as set out above, the Contractor shall remain liable to CL under the Contract for the due and faithful performance of the Contract.

7.    Confidentiality

7.1.    The Contractor agrees not disclose to any person directly or indirectly (including the media, or into any public domain) any information in any form provided by CL under the Contract without CL’s prior written consent save that the Contractor may disclose such information to:

(a)     any director, officer, employee, subcontractor, agent or representative who has a need to know provided that such individual is first subject to the same confidentiality restrictions contained herein;

(b)     any other person pursuant to a legal requirement to disclose or pursuant to any judicial authority which requires disclosure provided that (a) if such party, its agents, and subcontractors shall become compelled by law to disclose such information, such party will, to the extent permitted by law, immediately notify the other party of that fact so that the other party may, if they wish, seek to prevent that disclosure; (b) such party, its agents, and subcontractors will, to the extent permitted by law, take such steps as the other party shall require to prevent or minimize the scope of any disclosure; and (c) in any case, if such party, its agents and subcontractors are compelled to make disclosure, they will disclose only that portion of the relevant information which must legally be disclosed; or

(c)     any other person to the extent such disclosed information was either already known to such person not due to a breach of this Clause or is or becomes publicly available through no fault of the Contractor.

7.2.    The provisions of this clause shall remain in full force and effect notwithstanding the termination or expiry of the Contract for whatever reason.

8.    Compliance

8.1.    The Contractor undertakes to comply with all applicable laws, regulations and rules including, but not limited to, those relating to anti-bribery and anti-corruption, labor rights, competition matters, applicable customs regulations, and health, safety and environmental regulations. The Contractor shall always act with the highest standards of professionalism and ethics and shall not engage in any activity or conduct that would result in a violation of any such applicable laws.

8.2.    While performing the Contract, the Contractor undertakes that it has not, and will not, offer, promise, pay or authorize the payment of money or anything of value, or take any action in furtherance of such a payment, whether by direct or indirect means to any Government Official, employee or any other private individual to influence the decision of such person in the performance of such person’s duties.

8.3.    For the purposes of this clause, “Government Official” means any person: (i) serving with, employed by or acting as an agent, representative, or consultant of any agency or entity of the national, regional, state, municipal or local governments of any country; (ii) serving with, employed by or acting as an agent, representative, or consultant of any public international organization or quasi-governmental organization; (iii) working in, acting on behalf of, or being affiliated with any government-owned, government-controlled, or government-influenced commercial enterprise or institution; (iv) holding any position, whether official or unofficial, in a political party, including but not limited to advisors, lobbyists, or strategists, or engaging in any political activity; (v) running as a candidate for any political office, whether elected or appointed, or holding any elective or appointive political office; or (vi) holding or being involved in any role that involves the exercise of public authority, public functions, or any role that may influence public policy or decision-making, regardless of the official capacity or compensation.
    
8.4.    The Contractor represents and warrants that it will:

(a)    comply with all applicable laws imposing a sanctions regime or export control programmes (“Sanctions Laws”);

(b)    shall notify CL immediately in the event it or its direct or indirect owner or shareholder is added to a sanctions list;

(c)    it will not take any action that causes CL to violate or become exposed to applicable Sanctions Laws and will indemnify and hold CL harmless for any liability arising from or in connection with any breach of applicable Sanctions Laws or terms of this clause;

(d)    no Controlled Goods and Services will be carried or provided by it or its related corporations in performing the Contract, except in accordance with the applicable laws and with the required licenses and permits from the relevant governmental authority;

          For the purpose of this clause, “Controlled Goods or Services” means any goods, services, technology, technical assistance, information, data, intellectual property, or any other item or activity, whether tangible or intangible, which is subject to, or may be subject to, trade or export control, customs regulations, trade sanctions, embargoes, or any restrictions imposed by applicable Sanctions Laws.

8.5.    The Contractor represents that it has never been convicted in a court of law of violation of applicable Anti-Corruption Laws or Sanctions Laws and regulations.

8.6.    CL shall have the right to terminate the Contract with immediate effect and without any liability in case of breach of this clause by the Contractor.

9.    Personal Data Protection and Privacy Laws

9.1.    Each Party shall ensure that it complies with all applicable data protection laws. Neither Party shall not do anything and not omit to do anything that will cause the other Party to be in breach of any provision or requirement of any applicable data protection laws, whether now or in the future.

9.2.    The Contractor shall at the request of CL, promptly do such things or execute such documents, as determined by CL, in order to facilitate CL’s compliance with any applicable data protection laws, as well as any policies, compliance manual(s), guidelines and/or checklists (including but not limited to those dealing with governing usage of CL information technology systems, or copyright compliance) issued by CL from time to time which the Contractor agrees shall be binding and which the Contractor shall comply with.

9.3.    If the Contractor or any of the Contractor Parties becomes aware of, or suspects, any unlawful or unauthorised access, collection, use, disclosure, copying, modification, disposal or processing of the CL Personal Data, or any loss of storage medium or device on which the CL Personal Data is stored (collectively “Data Breaches”), the Contractor undertakes to promptly notify CL of the nature and the scope of the Data Breach and in any event, such notice must be given to CL within twelve (12) hours of the occurrence or discovering of the actual, potential or suspected Data Breaches. The Contractor shall render reasonable assistance to CL, at no charge to CL, in respect of (i) any containment or remedy actions, data breach notification, investigation, prosecution, or subsequent regulatory proceedings, and/or (ii) any civil claim arising from the same incident or series of incidents of Data Breaches.

10.    The Supplier Code of Conduct

10.1.    The Contractor acknowledges that it has read and has full knowledge of the PSA Supplier Code of Conduct. The Contractor agrees that it and all of its subsidiaries, sub-suppliers, authorized agents and/or subcontractors doing business with CL will abide by the PSA Supplier Code of Conduct. The latest version can be found at : https://www.globalpsa.com/psa-international/#thecode

11.    Warranty

11.1.    The Contractor hereby warrants to CL that it possesses and will continue to possess the requisite expertise, skills and experience in the nature of the Deliverables.

11.2.    The Contractor hereby guarantees that the Deliverables shall be of satisfactory quality, fit in all respects for the purpose(s) intended by CL and free of material defects or deficiencies. The Contractor also guarantees that;

(a)     CL shall acquire good and clear title to Deliverables, free and clear of all liens and encumbrances;

(b)     it shall supply the Deliverables to CL with due care and diligence and in accordance with any other guidelines as may be notified by CL to the Contractor from time to time; and

(c)     Deliverables do not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights and do not violate any law, statute, ordinance or regulation and will not cause CL to violate any applicable law, statute, ordinance or regulation.

12.    Delivery, Inspection and Acceptance

12.1.    The Deliverables shall be subject to the inspection and/or testing by CL. If CL is of the reasonable opinion that the Deliverables are unacceptable, CL may:

(a)     require the Contractor, at its own costs, to deliver replacements, make good or make necessary repairs, within a reasonable period specified by CL. If the Contractor is not able to do so, CL may cancel the whole order or such part thereof under the Contract;

(b)     require the Contractor to remove the rejected Deliverables or part thereof;

(c)     accept the Deliverables which have slight defect(s) or deficiencies in return for an abatement in the price, such price abatement to be mutually agreed; and/or

(d)     obtain the Deliverables from a third party on the Contractor’s account and at the Contractor’s risks.

12.2.    CL may reject the Deliverables or part thereof which do not strictly conform to the agreed specifications. Within seven (7) days of being notified of the rejection of such Deliverables or part thereof, the Contractor shall be required to take necessary action as required by CL to rectify the rejected Deliverables, at its own costs.

13.    Insurance

13.1.    Contractor shall insure itself fully with a reputable insurer against risks and liabilities relating to the performance of its obligations under the Contract.

14.    Jurisdiction and Governing Law

            The Contract shall be governed in all respects by the laws of the Republic of Singapore and the Contractor shall be deemed to have submitted himself to the non-exclusive jurisdiction of the courts of the Republic of Singapore.