銷售政策

1. DEFINITIONS

In these Terms and in any contract to which these Terms apply, unless the context requires otherwise:

“Affiliate” means, in relation to the Seller, any person that directly or indirectly controls, is controlled by, or is under common control with, the Seller, and includes the Seller’s ultimate holding company and each subsidiary of that holding company, in each case from time to time. For these purposes, control means the direct or indirect power to direct or cause the direction of the management or policies of a person, whether through ownership of voting securities, by contract or otherwise, and shall be deemed to exist where a person (i) owns or controls, directly or indirectly, more than 50% of the voting interests or issued share capital of another person; or (ii) has the right to appoint or remove a majority of the directors (or equivalent governing body) of another person. Affiliates include any “related corporation” of the Seller as that term is defined in the Companies Act 1967 of Singapore, and Affiliate shall be construed accordingly

“Business Day” means a day other than a weekend or public holiday in the place where Goods are delivered.

“Buyer” means the person to whom Goods are supplied by the Seller or who is named as purchaser in the relevant order form, purchase order confirmation, or sales invoice, and its successors.

“Buyer Terms” mean the Buyer’s standard terms and conditions of purchase or procurement or any other similar agreement or document issued by the Buyer to the Seller regarding the sale and purchase of Goods (if any).

“Claim” means any judgment, claim, demand, action, suit or proceeding for damages, debt, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy, whether by original claim, counter claim or otherwise, whether arising at common law, in equity, under statute or otherwise wherever arising, whether known or unknown at the time of this Contract, whether presently in contemplation of the Parties or not.

“Confidential Information” means any proprietary data, documents and other information, including Personal Data of the other Party, which a Party may receive in connection with the Contract.

“Consequential Loss” means loss or damage, whether direct or indirect, in the nature of, among other things, loss of profits, loss of revenue, loss of production, liabilities in respect of third parties (whether contractual or not), loss of anticipated savings or business, pure economic loss, loss of opportunity and any form of consequential, special, indirect, punitive or exemplary loss or damages, whether or not a Party was advised of the possibility of such loss or damage.

“Contract” means the contract between the Seller and the Buyer for or in relation to the sale and purchase of Goods, comprising the Order Confirmation and these Terms and any other related documents.

“Delivery Date” means the expected date for delivery specified in the order or as otherwise agreed between the Parties.

“Event of Default” has the meaning given in Clause 12.1.

“Event of Force Majeure” has the meaning given in Clause 21.1.

“Goods” means the goods being provided by the Seller to the Buyer under the Contract and may include related services.

“Loss” means, in relation to any person, any damage, loss, cost, expense or liability incurred by the person or arising from any Claim, action, proceedings or demand made against the person, however arising and whether present or future, fixed or ascertained, actual or contingent and includes Consequential Loss.

“Order Confirmation” means the Seller’s written order confirmation or order acknowledgement or other mode of confirmation issued to the Buyer, which sets out the commercial details of the transaction including the description and quantity of Goods, the Purchase Price, the Delivery Date and delivery location, and to which these Terms are attached or incorporated by reference.

“Parties” mean the Buyer and the Seller and “Party” means any one of them.

“Personal Data” means any personal information and/or personal data relating to any identifiable individuals, whether available and/or collected in written, oral, electronic, photographic and/or other forms, whether or not such information is expressly stated to be confidential or marked as such.

“Purchase Price” means the price for the Goods as set out in Clause 5.1.

“Relevant Data Protection Laws” mean any laws and regulations (as amended or updated from time to time) relating to the protection, collection, processing and control of Personal Data in Singapore and each jurisdiction of performance of these Terms.

“Seller” means Mi Material (S) Pte. Ltd. (UEN: 201602688N), any of its Affiliates and/or its successors.

“Specifications” mean the specifications for the Goods as set out or referred to in the Order Confirmation, the Seller’s product data sheets, catalogues or technical documentation, or as otherwise agreed in writing between the Parties.

“Terms” mean these standard terms and conditions of sale.

2. APPLICATION AND PRECEDENCE

2.1.	These Terms govern all orders, supplies and related dealings between the Parties in relation to the sale and purchase of Goods. These Terms are incorporated into and form part of the Order Confirmation to which they are attached or referred. In the event of any conflict or inconsistency between documents forming part of the Contract, the following order of precedence shall apply (in descending order): (a) the Order Confirmation; (b) these Terms; and (c) the Buyer Terms.
2.2.	These Terms supersede all previous communications between the Parties and override all terms to the contrary, including any different or additional terms specified in the Buyer’s purchase order, request for quotation, acknowledgement or other documents, unless expressly agreed to in writing and signed by an authorised representative of the Seller. Any terms and conditions contained in the Buyer’s purchase order or other documents which are inconsistent with or additional to these Terms are hereby expressly rejected by the Seller and shall have no effect.
2.3.	No other representations, warranties, terms or conditions, whether express or implied, are binding on the Seller, with the exception of those which are agreed to in writing and signed by an authorised representative of the Seller, or those which are implied by law and cannot be excluded by express agreement.
2.4.	If any of the terms of the Contract is or becomes invalid, illegal or unenforceable, it shall be read down to the extent necessary to make it valid, legal or enforceable or, if that is not possible, it shall be severed from the Contract, but that shall not affect the enforceability of any other term in the Contract.
2.5.	The Contract is formed when the Seller issues an Order Confirmation to the Buyer. By accepting the Order Confirmation and accepting delivery of the Goods, the Buyer is deemed to have agreed to the terms of the Contract. No modification or amendment to the Contract shall be valid or binding unless made in writing and signed by an authorised representative of each Party.
2.6.	To the extent any related corporation of the Buyer (as that term is defined in the Companies Act 1967 of Singapore) (“Buyer Affiliates“) places orders under the Contract, the Buyer shall ensure that each Buyer Affiliate complies with the terms of the Contract insofar as they apply to the Buyer, and the Buyer shall be responsible for each act or omission of a Buyer Affiliate as if that act or omission were an act or omission of the Buyer under the Contract.

3. ORDERS

3.1.	The Seller may decline to accept any orders in whole or in part. Orders are subject to availability of the Goods. No cancellation of an order by the Buyer shall be valid without the Seller’s prior written consent. Where such consent is given, the Buyer shall indemnify the Seller against all costs, expenses, losses, damages and liabilities incurred by the Seller as a result of such cancellation.
3.2.	The Buyer acknowledges that any description of the Goods is given by way of identification only and no order placed pursuant to the Contract constitutes a sale by description or sale by sample.
3.3.	If an order requires multiple deliveries over an extended period of time (“Forward Order“), the Buyer shall pay for so much of any Forward Order as is from time to time invoiced by the Seller.
3.4.	The Buyer shall take delivery of, and pay for, all Goods obtained for or held at the Buyer’s request.
3.5.	Any minimum order quantities or order increments specified by the Seller shall apply to all orders. The Seller reserves the right to reject orders that do not comply with such requirements.
3.6.	The Buyer acknowledges that any quotation provided by the Seller is an invitation to treat only and does not constitute an offer. A quotation shall remain valid for thirty (30) days from its date unless otherwise specified or withdrawn earlier by the Seller.

4. SPECIFICATIONS AND CHANGES

4.1.	The Goods shall conform to the Specifications. The Buyer shall be responsible for ensuring that the Specifications are accurate and suitable for the Buyer’s intended purpose.
4.2.	The Seller reserves the right to make changes to the Specifications which are required to comply with any applicable safety, statutory or regulatory requirements, or which do not materially affect the quality or performance of the Goods.
4.3.	Any request by the Buyer to change the Specifications after an order has been accepted shall be subject to the Seller’s prior written consent and may result in an adjustment to the Purchase Price and Delivery Date.

5. PRICES AND TAXES

5.1.	The purchase price of Goods shall be the amount stated in the Order Confirmation or, where no price is stated, the price as specified in the Seller’s current price list (“Purchase Price“). The Seller may vary any prices quoted prior to the issue of an Order Confirmation (in which case the Buyer may elect to order the Goods at the varied price or cancel its order).
5.2.	The consideration for any supply of Goods made by the Seller to the Buyer, including the Purchase Price, excludes goods and services tax or other such taxes of a similar nature (unless otherwise specified) and other applicable duties and taxes, which shall be paid by the Buyer at the same time and in the same manner as the consideration.
5.3.	Any payments made by the Seller to the Buyer are subject to any withholding or deduction required by law.
5.4.	Any rebates, discounts or reductions calculated by reference to the consideration are to be calculated on the consideration excluding any amount in respect of goods and services tax or other such taxes of a similar nature, and any incidental costs payable in respect of the Goods.
5.5.	Where payment is made by credit card, the Seller may charge the Buyer an administration fee.
5.6.	Any increase in the cost of supply of the Goods before delivery shall be paid by the Buyer (but only to the extent such increase is reasonable and reflects the actual cost of supply).
5.7.	The Seller may vary the Purchase Price of future orders not yet accepted by the Seller by giving written notice of variation to the Buyer.
5.8.	If, between the date of the Order Confirmation and the date of delivery, the Seller’s costs of supplying the Goods increase due to factors beyond the Seller’s reasonable control (including, without limitation, increases in the cost of raw materials, energy, labour, transport or compliance with new laws or regulations), the Seller may, upon written notice to the Buyer, adjust the Purchase Price to reflect such increase.
5.9.	If an adjustment under this Clause 5 would increase the Purchase Price by more than five percent (5%), the Seller will notify the Buyer and the Buyer may cancel the affected undelivered part of the order within five (5) Business Days of notice, as the Buyer’s sole remedy.

6. CREDIT CHECKS

6.1.

The Buyer authorises and consents to the Seller obtaining credit information about it from a credit reporting body and/or other relevant entities and supplying information to a collection agency for commercial credit related or credit guarantee purposes or for ongoing credit management of the Buyer’s account, including collecting payments.

7. TERMS OF PAYMENT

7.1.	The Buyer shall pay the Seller for Goods in full on or before the end date of the agreed payment or credit terms between the Parties (“Due Date“), unless otherwise agreed in writing.
7.2.	If the Buyer does not make payments in accordance with the Contract or the Buyer’s credit rating changes, the Seller may take any or all of the following actions, without prejudice to the Seller’s other rights and remedies under the Contract or under law:
	7.2.1. charge interest on all overdue amounts, which shall accrue from (and including) the day after the Due Date until (and including) the date of actual payment at a rate per annum equal to: (a) for amounts invoiced and payable in USD, the Secured Overnight Financing Rate (SOFR) plus 2.00% per annum; and (c) for amounts invoiced and payable in TWD, the Taipei Interbank Offered Rate (TAIBOR) for a one-month tenor plus 2.00% per annum. In each case, interest shall be calculated on a daily basis and compounded monthly and the rate shall be (i) deemed to be zero if the applicable base rate is negative, and (ii) subject to any mandatory maximum rate or cap under applicable law, in which case the rate shall be reduced to the highest rate permitted by such law. If any applicable base rate is discontinued or unavailable, the Seller may, acting reasonably and upon notice to the Buyer, select a broadly accepted successor rate for the relevant currency (including any customary spread adjustment); 7.2.2. suspend delivery of Goods that are the subject of the Contract or any other Goods until payment is made in full; 7.2.3. review and amend the terms of payment for future orders by the Buyer; or 7.2.4. withdraw its credit facility to the Buyer.
7.3.	All sums payable to the Seller shall be paid in full:
	7.3.1. free of any restriction or condition; 7.3.2. free of any deduction or withholding for or on account of tax; and 7.3.3. without deduction or withholding on account of any amount, whether by set-off, counterclaim or otherwise.

8. DELIVERY

8.1.	Under the Contract, “delivery” occurs when the Buyer takes delivery of the Goods personally or through its agent, employee or contractor including when the Seller delivers the Goods to a carrier engaged on behalf of the Buyer for delivery or, where the Goods are to be collected, when the Seller notifies the Buyer that the Goods are ready for collection.
8.2.	Delivery shall be on the terms specified in the Order Confirmation or, if not specified, EXW (Ex Works) Incoterms® 2020. The Buyer shall take delivery of the Goods within five (5) Business Days of being notified that the Goods are ready for delivery (“Collection Date“). If the Buyer causes any delay in delivery, the Goods are deemed to have been delivered to the Buyer on the Collection Date and thereafter the Seller holds the Goods as bailee for the Buyer and the Buyer shall be liable for all the related costs and expenses of storing the Goods beyond the Collection Date.
8.3.	The Seller reserves the right to charge reasonable additional delivery fees in relation to special or expedited orders, or where an order is for less than the minimum quantity of Goods specified by the Seller from time to time.
8.4.	The Seller shall make reasonable efforts to arrange delivery of the Goods by the Delivery Date, however the Delivery Date is an estimate only and time of delivery is not of the essence of the Contract. The Buyer shall have no Claim against the Seller for any Loss caused by the failure to deliver by the Delivery Date.
8.5.	The Buyer shall provide any necessary particulars or instructions to the Seller within a reasonable time to enable the Seller to complete the Buyer’s order.
8.6.	The Seller may make instalment deliveries and each instalment delivery shall be deemed to be a separate contract to which these Terms apply. Failure by the Seller to deliver any instalment shall not entitle the Buyer to cancel the balance of the order.

9. INSPECTIONS AND ACCEPTANCE

9.1.	The Buyer shall inspect all delivered Goods and give notice to the Seller within three (3) Business Days of delivery if the Goods are not in accordance with the Buyer’s order (“Defect Notice Period“). Failing to give such notice and subject to any non-excludable condition implied by law, the Goods shall be deemed to have been delivered to and accepted by the Buyer.
9.2.	If the Buyer gives notice within the Defect Notice Period that the Goods do not conform to the Specifications, the Buyer shall permit the Seller to inspect the Goods. If the Seller determines that the Goods do not conform to the Specifications, the Seller’s sole obligation and the Buyer’s sole remedy shall be, at the Seller’s option, to repair, replace, return or credit the non-conforming Goods.
9.3.	The Buyer shall not be entitled to reject Goods if the non-conformity is minor and does not substantially affect the quality, fitness for purpose or value of the Goods.
9.4.	No Goods may be returned to the Seller without the Seller’s prior written consent. If the Seller agrees to accept the return of any Goods (other than defective Goods returned under Clause 9.2), the Buyer shall pay a restocking fee of fifteen percent (15%) of the Purchase Price of such Goods, and the Goods must be returned in their original, unopened packaging, in resaleable condition. The Buyer shall bear all costs of returning the Goods to the Seller.
9.5.	Any claim by the Buyer in respect of shortfall in the quantity of Goods delivered must be notified to the Seller in writing within three (3) Business Days of delivery, failing which the Buyer shall be deemed to have accepted the quantity of Goods delivered as correct.

10. RISK AND TITLE

10.1.	The risk of Loss or damage to the Goods shall pass to the Buyer when the Buyer takes delivery or is deemed to have taken delivery of the Goods in accordance with Clause 8.
10.2.	Subject to Clause 8.2, the Buyer shall insure the Goods from the time that risk passes to the Buyer against all usual risks until the Seller has been paid in full for them, and the Buyer shall hold any moneys received from any insurer relating to those Goods for the benefit of the Seller. On request the Buyer shall provide copies of such insurance policies to the Seller.
10.3.	The Seller retains title to the Goods, and title to the Goods does not pass from the Seller to the Buyer, until the Buyer pays in full all amounts that are payable, owing but not payable, or that otherwise remain unpaid by the Buyer to the Seller on any account at any time (“Amounts Owing“). This is so even if the Buyer has taken possession of the Goods.
10.4.	The Goods, proceeds and any product or mass that the Goods may be or become part of are referred to in these Terms collectively as the “Collateral“.
10.5.	Pending settlement of the Amounts Owing, the Buyer shall, where possible, keep the Goods separate from its other property and in a manner to enable such Goods to be identified as having been supplied by the Seller, including through retention of all labelling on such Goods and the retention of such Goods in their original packaging.

11. SECURITY INTERESTS

11.1.	The Buyer shall not create any other security interests in the Goods until title passes to the Buyer.
11.2.	Until title to the Goods passes from the Seller to the Buyer in accordance with Clause 10.3, the sale of the Goods by the Buyer to associated or related entities for further resale or use is not permitted.
11.3.	The Buyer undertakes, if it disposes of any Collateral, that it will receive proceeds at least equal to the market value of the Collateral, and that it will not allow any other security interest to exist over those proceeds if that security interest could rank ahead of the Seller’s security interest. If such a security interest does arise despite the previous sentence, the Buyer shall ensure that it receives cash proceeds for the Collateral at least equal to the market value of the Collateral, and shall immediately pay those proceeds to the Seller in reduction of the Amounts Owing.
11.4.	The Seller may apply amounts that it receives from the Buyer, including under Clause 11.3, towards Amounts Owing to it in such order as the Seller chooses.

12. DEFAULT OF BUYER

12.1.	The following events are “Events of Default“:
	12.1.1. (where the Buyer is a corporation) the Buyer is or becomes insolvent or any order is made or resolution passed for its winding up or the appointment of a provisional liquidator or an administrator is appointed to it or a manager, receiver or controller is appointed over all or any part of the Buyer’s assets or if any petition or proceeding for its dissolution, insolvency, corporate rehabilitation, liquidation or similar action has been filed; 12.1.2. (where the Buyer is a natural person) the Buyer is or becomes the subject of a bankruptcy petition, application or order or becomes insolvent or commits an act of bankruptcy or makes an assignment for the benefit of creditors or if any petition or proceeding for his insolvency or similar action has been filed, or the Buyer is or becomes incompetent or quasi-incompetent by a court order and a legal guardian or receiver is appointed over his person and/or any of his properties; 12.1.3. the Buyer fails to make any payment to the Seller when due; or 12.1.4. the Buyer breaches any term of the Contract, or the Buyer or Buyer Affiliate engages in misconduct which is considered detrimental to the best interests of the Seller, which is not cured within fourteen (14) days of written notice of the alleged breach or misconduct or the Seller reasonably believes that its Goods are at risk of being disposed of otherwise than in accordance with the Contract or its title to those Goods is being challenged.
12.2.	Without limiting Clause 7 of these Terms, upon the happening of an Event of Default, the Seller may in its absolute discretion:
	12.2.1. decline to deliver any Goods which have not yet been delivered and if so recover all the related costs and expenses of storing those Goods; 12.2.2. otherwise cease to perform any of its obligations to the Buyer; 12.2.3. terminate the Contract or any other contract between the Parties; 12.2.4. demand that the Buyer return any Goods for which there are Amounts Owing, and upon demand the Buyer shall return such Goods; and/or 12.2.5. (without prejudice to any of its other rights) immediately take possession and recover the Collateral and otherwise enforce its security interest in the Collateral, and the Seller may retain or resell or otherwise dispose of the Collateral without notice to the Buyer, and the Seller may enter any premises occupied by the Buyer and remove the Collateral for those purposes.
12.3.	The Buyer shall pay the Seller all costs and expenses (including legal fees on a full indemnity basis) incurred by the Seller or its agents in relation to enforcing its rights and in recovering any Amounts Owing by the Buyer to the Seller.
12.4.	The Buyer shall promptly do anything the Seller requires to ensure that its security interest is a perfected security interest and has priority over all other security interests, including registering such security interests with the relevant authority (when applicable).

13. WARRANTY

13.1.	Subject to Clause 13.3, the Seller warrants that the Goods will, at the time of delivery, conform to the Specifications and be free from defects in materials and workmanship for a period equivalent to the relevant Goods’ shelf life(“Warranty Period“).
13.2.	The warranty in Clause 13.1 does not apply to defects arising from:
	13.2.1. fair wear and tear; 13.2.2. wilful damage, abnormal storage or working conditions, accident, negligence by the Buyer or any third party; 13.2.3. failure to operate or use the Goods in accordance with the Seller’s instructions or industry practice; 13.2.4. any alteration, modification or repair of the Goods by any person other than the Seller or its authorised representatives without the Seller’s prior written consent; 13.2.5. any specifications, materials or designs supplied or required by the Buyer; or 13.2.6. improper installation, handling or storage by the Buyer.
13.3.	TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER WARRANTIES, CONDITIONS, TERMS, REPRESENTATIONS AND UNDERTAKINGS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NON-INFRINGEMENT, ARE EXPRESSLY EXCLUDED.
13.4.	The Buyer’s sole remedy and the Seller’s sole liability for breach of the warranty in Clause 13.1 shall be, at the Seller’s sole option, the repair, replacement or credit of the defective Goods.

14. LIMITATION OF LIABILITY

14.1.	To the fullest extent permitted by law and subject to Clause 14.2, all terms which might be implied by statute are excluded and:
	14.1.1. the Seller’s liability for any Claim whatsoever relating to the Goods whether pursuant to contract, tort, statute law or otherwise howsoever is limited, at the Seller’s election, to the replacement of the Goods or supply of equivalent goods by the Seller; 14.1.2. the Seller is not liable for any direct or indirect Loss howsoever incurred by the Buyer in connection with the Goods or the supply or failure to supply the Goods; and 14.1.3. the Seller shall not under any circumstances be liable for any Consequential Loss.
14.2.	Nothing in these Terms limits liability which cannot legally be limited, including liability for:
	14.2.1. death or personal injury caused by negligence; or 14.2.2. fraud or fraudulent misrepresentation.
14.3.	If the Buyer is a reseller of the Goods, it shall include limitations of liability that reflect the limitations of liability set out in this Clause 14 in its supply terms with its customers.

15. INDEMNIFICATION

15.1.

The Buyer shall indemnify, defend and hold harmless the Seller, its affiliates, officers, directors, employees, agents and representatives from and against any and all Claims, Losses, damages, liabilities, costs and expenses (including reasonable legal fees on a full indemnity basis) arising out of or in connection with:

15.1.1. any breach by the Buyer of any term of the Contract; 15.1.2. any use, resale, modification, processing or transformation of the Goods by the Buyer or any third party; 15.1.3. any product liability claim brought against the Seller relating to products manufactured, processed or produced by the Buyer using the Goods; 15.1.4. the Buyer’s failure to comply with applicable laws or regulations; 15.1.5. any injury or damage to persons or property caused by the Goods after risk has passed to the Buyer, except to the extent caused by the Seller’s negligence; and 15.1.6. any third party claim arising from the Buyer’s use or resale of the Goods.

16. BUYER’S REPRESENTATIONS AND WARRANTIES

16.1.	The Buyer represents and warrants to the Seller that:
	16.1.1. it has full power and authority to enter into and perform the Contract; 16.1.2. the person accepting the Order Confirmation or placing orders on behalf of the Buyer is duly authorised to do so; 16.1.3. it is not insolvent, in liquidation or administration, or subject to any arrangement or composition with its creditors; 16.1.4. all information provided to the Seller by the Buyer (including for credit assessment purposes) is true, accurate and complete; 16.1.5. it will use the Goods only for their intended purpose and in accordance with all applicable laws and the Seller’s instructions; and 16.1.6. it has all necessary licences, permits and approvals required to purchase, import, use, store and/or resell the Goods.
16.2.	The Buyer shall promptly notify the Seller in writing if any of the above representations and warranties ceases to be true or accurate.

17. USAGE OF THE GOODS

17.1.

The Buyer shall provide product data sheets (“PDS“) and information supplied by the Seller to end-users. The Seller does not accept liability for any Loss incurred or Claim made by any person where the Goods are within Specifications or are not used in accordance with the PDS. The Buyer shall notify the Seller as soon as it becomes aware of any product Claims or injuries incurred as a result of use of the Goods.

17.2.

The Buyer shall comply with all laws and regulations prevailing in the countries where it is selling or using the Goods. The Seller may require the Buyer to confirm its compliance with the applicable laws and regulations in writing at any time.

18. INTELLECTUAL PROPERTY RIGHTS

18.1.	As between the Parties, the Seller retains all intellectual property rights in and to the Goods (“IPR“) and includes all trade marks, whether registered or not, branding, get-up and materials and information in any form or media related to or accompanying the Goods notwithstanding any contribution by the Buyer (if any) and the Buyer shall not:
	18.1.1. claim any interest in or to any IPR; 18.1.2. make representations to any person about having any interest in or to any IPR; nor 18.1.3. challenge the Seller’s right in or to, or the validity of, any IPR or otherwise do anything inconsistent with any IPR.
18.2.	The Buyer shall notify the Seller immediately if the Buyer becomes aware of any actual, threatened or apparent infringement of or challenge to any Seller IPR; any action, Claim or demand about the Goods or IPR by a third party; or any misleading or deceptive conduct relating to the Goods. If any of these situations arise, the Buyer shall take any action and provide all assistance considered necessary, and as reasonably requested, by the Seller to protect Seller’s IPR.
18.3.	The Buyer shall not make any admission or take any action relating to any alleged infringement of any third party’s rights without the prior written consent of the Seller.

19. EXPORT CONTROL AND SANCTIONS

19.1.	The Buyer shall comply with all applicable export control laws, sanctions, embargoes and other restrictions on the export, re-export or transfer of the Goods, including those of Singapore, the People’s Republic of China, ROC Taiwan, the United Nations, the United States of America and the European Union.
19.2.	The Buyer shall not, directly or indirectly, export, re-export, transfer or otherwise dispose of any Goods to any country, territory, entity or person that is subject to any applicable sanctions or export restrictions without obtaining all necessary governmental authorisations.
19.3.	The Buyer shall indemnify and hold harmless the Seller against any Claims, Losses, damages, costs or expenses arising from any breach by the Buyer of this Clause 19.

20. ANTI-CORRUPTION AND COMPLIANCE

20.1.	The Buyer represents and warrants that it has not and shall not, in connection with the Contract:
	20.1.1. offer, promise, give or authorise the giving of any financial or other advantage to any person (including any government official) to influence or reward the improper performance of any function or activity; 20.1.2. request, agree to receive or accept any financial or other advantage as an inducement or reward for the improper performance of any function or activity; or 20.1.3. engage in any conduct that would violate any applicable anti-bribery or anti-corruption laws.
20.2.	The Buyer shall maintain adequate procedures designed to prevent any breach of this Clause 20.

21. FORCE MAJEURE

21.1.

If performance of any of the Seller’s obligations under the Contract is prevented, restricted or delayed by reason of an event of force majeure including any act of God, war (whether declared or not), terrorism, civil commotion, riot, fire, explosion, flood, earthquake, storm, strike, lock out, industrial dispute, raw material shortage, supply chain disruption, epidemic, pandemic, plant or equipment breakdown, cyberattack, transport interruption, shortage of transport, government restrictions, sanctions, embargoes, import or export restrictions and impositions or any other cause beyond the Seller’s reasonable control (“Event of Force Majeure“), the Seller shall not be liable for any failure or delay in performing its obligations. The Seller may, upon notice to the Buyer, elect to: (a) extend the Delivery Date for such period as may be reasonably necessary; (b) reduce the quantity of Goods to be supplied; or (c) terminate the Contract in whole or in part.

21.2.

If the Event of Force Majeure continues for more than twenty (20) days, either Party may terminate the Contract by written notice to the other Party, without liability. The Buyer shall have no Claim for breach of contract or otherwise against the Seller for any Loss or damage caused by an Event of Force Majeure. For the avoidance of doubt, an Event of Force Majeure shall not relieve the Buyer of its obligation to pay for Goods already delivered.

22. NOTICES

22.1.	Any notice given under the Contract shall be in writing and delivered by hand, by pre-paid post, facsimile or by email to the address notified by the recipient. A notice is deemed received:
	22.1.1. if delivered by hand, at the time of delivery; 22.1.2. if sent by pre-paid post, on the second Business Day after posting; 22.1.3. if sent by facsimile, where the sender’s facsimile machine confirms successful transmission of the entire notice; and 22.1.4. if sent by email, when sent, provided no non-delivery or out-of-office error is received by the sender within one hour of transmission.
22.2.	If deemed receipt occurs outside business hours at the recipient’s location, the notice is deemed received at 9:00 a.m. on the next Business Day.

23. DUTY TO ACT IN GOOD FAITH AND AVOID CONFLICTS OF INTEREST

23.1.

The Buyer shall act in good faith when dealing with the Seller and the Buyer shall take all reasonable steps to investigate and disclose to the Seller whether any actual or potential conflict of interest (such as employment arrangements or family relationships) exists between itself or any of its employees and the Seller or any of the Seller’s employees. The Parties shall use their best endeavours to resolve any conflict of interest which exists.

24. SUB-CONTRACTING

24.1.

The Seller reserves the right to sub-contract the production, manufacture or supply of the whole or any part of the Goods.

25. VARIATION, WAIVER, CANCELLATION OR ASSIGNMENT OF TERMS

25.1.	The Seller may, from time to time, vary these Terms by notice to the Buyer and/or publication on the Seller’s website. The varied Terms shall apply to all Order Confirmations issued after the date of such notice or publication. The Buyer shall be deemed to have accepted the varied Terms by ordering or accepting any Goods from the Seller after the date of that notice.
25.2.	No purported waiver, variation, cancellation or assignment of these Terms or of any rights or obligations under these Terms by the Buyer shall be binding on the Seller unless agreed to in writing and signed by an authorised representative of the Seller.
25.3.	The Buyer shall not assign, transfer, sub-contract or deal in any other manner with any of its rights or obligations under the Contract without the prior written consent of the Seller. The Seller may assign or transfer its rights and obligations under the Contract to any of its affiliates or to any successor in title to its business without the Buyer’s consent.
25.4.	No failure or delay by the Seller in exercising any right, power or remedy under the Contract shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies of the Seller under the Contract are cumulative and not exclusive of any rights or remedies provided by law.

26. CONFIDENTIALITY

26.1.	Each Party shall maintain in strict confidence any Confidential Information which it may receive in connection with the Contract. No Party shall make available Confidential Information to any third party without the prior written consent of the Party concerned. The term “third party” shall not apply to Affiliates of either Party as hereinafter defined in Clause 26.2, provided such Affiliate shall be bound to the same extent of secrecy as the Parties hereto.
26.2.	“Affiliates” means, for the purposes of this Clause 26, any related corporation as defined in the Companies Act 1967 of Singapore.
26.3.	These obligations to maintain confidence and secrecy shall not apply to Confidential Information which:
	26.3.1. is in the public domain after the time of disclosure without fault of the receiving Party; 26.3.2. was already lawfully known to the receiving Party prior to receipt thereof from the other Party; 26.3.3. is obtained by the receiving Party from a third party having a lawful right to disclose the same; or 26.3.4. is developed by the receiving Party independent from any access or reference to the Confidential Information supplied by the supplying Party.
26.4.	Each Party shall ensure that only employees who need the Confidential Information for the performance of the Contract have access to the Confidential Information and that such employees are, for the term of their employment with the receiving Party and thereafter, bound to keep confidential the Confidential Information and not to use the Confidential Information for purposes other than the performance of the Contract.
26.5.	These obligations of confidentiality shall expire five (5) years from the termination or expiry of the Contract.

27. PRIVACY AND DATA PROTECTION

27.1.	The Buyer and directors of the Buyer acknowledge that the information provided in the Contract is the basis for valuation by the Seller of the financial standing and credit worthiness of the Buyer and each of them do hereby:
	27.1.1. confirm that the information provided in this Contract is true and correct; 27.1.2. authorise the Seller to make such enquiries and receive such information from anyone as the Seller may consider necessary; 27.1.3. acknowledge and confirm that the Buyer has obtained the consent of the individuals whose Personal Data is provided by the Buyer to the Seller or whose Personal Data is collected by the Seller from the Buyer for the collection, use and disclosure of such Personal Data by the Seller for the purpose of fulfilling its obligations under the Contract, to maintain a credit information file or to be disclosed to credit reporting agencies; 27.1.4. in accordance with Relevant Data Protection Laws: 27.1.4.1. agree to the Seller obtaining from a business which provides information about the commercial credit worthiness of persons, information concerning the Buyer’s commercial activities or commercial credit worthiness and using such information for the purpose of assessing the Buyer; 27.1.4.2. authorise the Seller to exercise the Buyer’s rights of access to the Buyer’s credit information files and credit reports; and 27.1.4.3. agree that the Seller may give to and seek from any credit providers reports and information that have any bearing on the Buyer’s credit worthiness, credit standing, credit history or credit capacity for the purpose of assessing any application by the Buyer for credit or commercial credit, notifying other credit providers of a default by the Buyer, exchanging information with other credit providers as to the status of the Buyer’s account, and assessing whether to continue to supply any credit to the Buyer; 27.1.5. agree that the Seller may deal with the Personal Data, collected or received about the Buyer and/or directors or other personnel of the Buyer, in line with the Seller’s privacy policy; and 27.1.6. agree that these authorisations, acknowledgements and confirmations shall continue to have effect for the duration of the period during the term of this Contract and/or which any credit or commercial credit is provided or sought by the Buyer from the Seller.
27.2.	The Buyer and directors of the Buyer acknowledge and agree that they must before, during and after the term of the Contract:
	27.2.1. take all precautionary measures to protect Personal Data, provided by or collected or received from the Seller, against, without limitation, unauthorised access, collection, use, loss, abuse, disclosure, copying, modification, disposal or similar risks and keep such Personal Data in confidence and to not use the Personal Data for any purpose other than the purpose notified in writing to the Seller at the time when the Personal Data was provided to or collected or received by the Buyer; and 27.2.2. ensure Personal Data, provided by or collected or received from the Seller, will continue to be treated as confidential in the event it becomes necessary for the Buyer and/or directors of the Buyer to transfer the Seller’s inquiries to an affiliated company of the Buyer or any other entity or person.
27.3.	The Seller acknowledges and agrees that it will during the term of this Contract:
	27.3.1. take precautionary measures to protect Personal Data, provided by or collected or received from the Buyer and/or directors of the Buyer, against, without limitation, unauthorised access, collection, use, loss, abuse, disclosure, copying, modification, disposal or similar risks and keep such Personal Data in confidence and to not use the Personal Data for any purpose other than the purpose notified in writing to the Buyer at the time when the Personal Data was provided to or collected or received by the Seller; and 27.3.2. ensure Personal Data, provided by or collected or received from the Buyer and/or directors of the Buyer, will continue to be treated as confidential in the event it becomes necessary for the Seller to transfer the inquiries of the Buyer and/or directors of the Buyer to an affiliated company of the Seller or any other entity or person.
27.4.	Each Party acts as an independent controller in respect of Personal Data it processes under the Contract, unless expressly stated otherwise in writing.

28. EXCLUSION OF VIENNA CONVENTION

28.1.

The provisions of the United Nations Convention on Contracts for the International Sale of Goods adopted in Vienna in 1980 (known as the Vienna Convention) are expressly excluded.

29. THIRD PARTY RIGHTS

29.1.

A person who is not a Party to this Contract has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of this Contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

30. LIMITATION PERIOD

30.1.	Any Claim by the Buyer against the Seller arising out of or in connection with the Contract (whether in contract, tort, breach of statutory duty or otherwise) must be commenced within one (1) year from the date on which the cause of action arose, failing which such Claim shall be absolutely time-barred and the Buyer shall have no right to bring such Claim against the Seller.
30.2.	This Clause 30 shall not apply to the extent prohibited by applicable law.

31. SET-OFF

31.1.	The Seller may at any time, without notice to the Buyer, set off any liability of the Buyer to the Seller against any liability of the Seller to the Buyer, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.
31.2.	The Buyer shall pay all sums due to the Seller without any set-off, counterclaim, deduction or withholding of any kind.
31.3.	If the Buyer is required by law to deduct or withhold any amount from a payment to the Seller, the Buyer shall increase the amount payable so that the Seller receives the amount it would have received absent such deduction or withholding.

32. GOVERNING LAW AND DISPUTE RESOLUTION

32.1.	The Contract, including these Terms and any Order Confirmation, shall be governed by and construed in accordance with the laws of the Republic of Singapore.
32.2.	Where a genuine dispute exists in relation to an invoiced amount, the Buyer shall give notice to the Seller within ten (10) Business Days from the date of receipt of the relevant invoice of the disputed amount, giving reasons why it disputes it, and pay the amount which is not in dispute.
32.3.	If there is a dispute between the Parties, the Party raising the dispute shall, within ten (10) Business Days of identifying the issue, notify the other Party of the dispute. If the dispute is not resolved within a further ten (10) Business Days, the dispute shall be referred to the senior representative of each Party to discuss the matter and attempt to resolve it, acting in good faith.
32.4.	If the dispute is not resolved under Clause 32.3 within a further ten (10) Business Days, either Party may take legal action to enforce their rights. A Party shall not commence legal proceedings in respect of a dispute in relation to an invoiced amount until the expiry of this period. Nothing in this Clause 32 shall prevent a Party from instituting proceedings to seek urgent injunctive, interlocutory or declaratory relief.
32.5.	Subject to Clause 32.4, the Parties submit to the non-exclusive jurisdiction of the Courts of Singapore.

33. SURVIVAL

33.1.

The following Clauses shall survive termination or expiry of the Contract: Clause 10 (Risk and Title), Clause 11 (Security Interests), Clause 12 (Default of Buyer), Clause 13 (Warranty), Clause 14 (Limitation of Liability), Clause 15 (Indemnification), Clause 18 (Intellectual Property Rights), Clause 19 (Export Control and Sanctions), Clause 26 (Confidentiality), Clause 27 (Privacy and Data Protection), Clause 30 (Limitation Period), Clause 31 (Set-Off), Clause 32 (Governing Law and Dispute Resolution) and any other provision which by its nature is intended to survive termination.

34. LANGUAGE

34.1.

These Terms are drawn up in the English language. If these Terms are translated into any other language, the English language version shall prevail.