1. General
1.1 These General Terms and Conditions of Business are applicable to all Product Testing / Inspection Services and other services provided by TEKNIA Laboratory Pte Ltd (“the Services”).
1.2 The General Terms and Conditions shall apply exclusively. Teknia does not accept client conditions which are contrary or deviate from our Terms and Conditions, as well as clients’ conditions, which are not regulated in these Terms and Conditions, unless we have explicitly consented in writing to their application. Our Terms and Conditions shall also prevail if, despite being aware of clients’ conditions, which are contrary to or deviate from our Terms and conditions or are not regulated in our Terms and Conditions, we provide services to clients without reservation or if clients refer to the application of their General Terms and Conditions in their enquiries or their orders
1.3 Ancillary agreements, promises and other statements by Teknia employees or officially authorized experts called in by Teknia shall be considered binding if expressly confirmed by Teknia and in writing. This shall also apply to any amendments to these terms and conditions
1.4 Teknia, at its sole discretion, reserves the right not to undertake the Services and terminate the agreement for the same in the event the client fails to comply with the terms and conditions set out herein.
2. INTERPRETATION
In the Conditions the following expressions shall (unless the context requires) have the following meanings:
“Client” means the person, firm or company to whom a Quotation is addressed or for whom any Services are carried out;
“Confidential Information” means all information which a party may have or acquire before or after the date of the Contract which relates to a party’s business, products, developments, trade secrets, know-how or other matters connected with the Services and information concerning a party’s relationships with actual or potential clients, clientclients or suppliers and all other information designated as confidential or which ought reasonably to be considered confidential;
“Company” means [Teknia Laboratory Pte Ltd] or named operating unit thereof;
“Contract” means the contract for the supply of Services comprising the Quotation and these Conditions;
“Price” means the price stated in the Quotation, or otherwise agreed with the Client together with all other sums due pursuant to the Conditions;
“Quotation” means the Company’s quotation (whether written or oral) which shall be subject to the Conditions save to the extent of any inconsistencies which will be resolved in favor of the terms of the Quotation;
“Report” means any technical report, non-destructive test or inspection record, drawing, spreadsheet or the like issued by the Company in respect of a Service;
“Sample” means any material, item, product or compound supplied by the Client to form the basis of a Test;
“Service” or “Services” means the service(s) (including, but not limited to, Tests) specified in the Quotation; and
“Test” means any testing, analysis, inspection, sampling and sample preparation or the like specified in a Quotation.
3. QUOTATION
3.1 The Quotation constitutes an offer by the Company to provide the Services subject to the Conditions (save to the extent of any inconsistencies between the Quotation and the Conditions which shall be resolved in favor of the terms of the Quotation) and is open for acceptance for thirty days only from the date of the Quotation unless previously withdrawn by the Company. Acceptance is based on the receipt of an instruction in writing or receiving of the sample by the Company.
3.2 Except in accordance with the Conditions, no variation of the Contract will be accepted unless agreed in writing by the Company.
3.3 The Quotation and the Conditions shall prevail over any terms or conditions contained or referred to any correspondence, order, documentation submitted by the Client or elsewhere.
3.4 Even we signed the client’s PO, our terms & conditions are still valid.
4. PRICE
4.1 The Price is based on information available to the Company at the date of the Quotation. If during the period of the Contract there shall be any variation in the cost of materials, labor or otherwise to the Company, the Price may, in the absolute discretion of the Company, be adjusted to take account of such variation.
4.2 The company reserves the right to adjust the price based on the market condition.
4.3 In addition to the amount specified in the Quotation the following shall be payable unless otherwise stated:
(a) Package, insurance, freight, travel costs, bank charges, Sample destruction costs, storage charges and disbursements incurred on behalf of the Client, whether on the Company’s premises or elsewhere, and to include storage charges on the Company’s premises, if any Sample or materials supplied by the Client are not removed within seven days of the date of notification to the Client that they are ready for collection;
(b) Insurance incurred by the Company, in its absolute discretion, in respect of any property belonging to the Client in the possession of the Company;
(c) With prior notice, the cost of all sub-contractors employed by the Company unless included in the Quotation;
(d) Any costs incurred by the Company for any work permits, licenses, fees, disposal costs, or other government approvals, registrations, permits or licenses which may be required to fulfil its obligations under this contract and which are specific to this contract or to the samples being tested under this contract. This clause however excludes all general fees associated with standard licenses, permits and registrations required to operate a business in the testing, inspection and consultation sector in the territory;
(e) Any additional costs incurred by the Company in accordance with the Conditions; and
(f) Any special standards or specifications required for the performance of the Service.
5. Terms of Payment
5.1 Unless a fixed price or other pricing has been explicitly agreed upon, services shall be billed in accordance with the prices of the company’s valid at the time of contract conclusion. In the absence of a valid schedule of prices, contractual provisions must be agreed on a case-by-case basis. If there is a period of more than 4 months between placement of the order and completion of the order by the company and there has been a price increase in the meantime, then the modified price shall be used as the basis of calculation as of the 5th month.
5.2 Reasonable advance payments may be requested already rendered may be made out.
5.3 Clients whom are not given any credit terms by the company have to pay in advance. For clients whom are given credit terms by the company, an invoice shall be issued when a job is completed and the fees shall be remitted to Teknia within thirty days of presentation of the invoice.
5.4 The client agrees to indemnify and pay the company for all taxes, levies and duties including, but not limited to, goods and services tax or withholding tax which Teknia may be liable to pay as a result of providing the services to the client herein.
5.5 Any objections to invoices must be made in writing to the company within 7-day preclusion period after receipt of invoice, with reasons stated.
5.6 When a client decides to cancel the order for the Services (other than audits), he may only do so by giving a notice in writing to the company or one day before testing scheduling date. The client will be charged for all Services performed prior to such cancellation. If the company does not receive any written notice of such cancellation within this period, the full fee for the Services will be charged.
6. EXECUTION OF SERVICES
6.1 The Services shall be carried out singly unless prior written instructions from the Client are received for replicates or unless the Company considers replicates are necessary or desirable. The Company reserves the right to charge for replicates even if the original result is confirmed.
6.2 The Client shall supply as much information as possible about each Sample and/or Service requirement in order to assist in achieving an efficient service. Where information relating to the Sample and/or the Service requirements is incorrect and the Company is involved in additional work, the Company reserves the right to charge for such additional work.
6.3 Unless specific prior instructions in writing are received by the Company, the Services shall be carried out on the Sample in the state in which the Sample is received. The Company reserves the right to charge for any work required to be carried out to the Sample prior to the performance of any Service.
6.4 Methods of carrying out the Service and providing the Report shall be at the sole discretion of the Company unless prior instruction in writing is received from the Client specifying a particular procedure which is accepted in writing by the Company. Charges for such special procedures will be agreed between the Company and the Client prior to carrying out the Service.
6.5 A general description of the method used in the performance of the Service shall be given verbally on request. Where written descriptions of detailed procedures are requested, whether as part of the Report or issued separately, the Company reserves the right to make an additional charge. If the method referenced in the Report represents the end product of development work carried out at the Company’s expense, the method shall only be revealed at the discretion of the Company.
6.6 The Company may, at its sole discretion, undertake to give priority in carrying out a particular Service. A surcharge may be imposed by the Company for the carrying out of priority work. Details of these arrangements will be issued by the Company on request.
6.7 The deadlines for contractual performance quoted by Teknia shall be binding only if this has been explicitly agreed upon in writing.
6.8 Teknia shall not be liable for any delay or failure in respect of its contractual performance arising from any cause outside its control.
6.9 In the event that Teknia’s contractual performance is delayed due to any cause outside its control, Teknia shall have the option at its sole discretion to either (i) extend the period for performance in accordance to the period delay or (ii) terminate the agreement for the services.
7. SERVICES SUBJECT OF LEGAL PROCEEDINGS
If any aspect or element of the Services (including any Sample) is, or is likely to be, the subject of or relevant to legal proceedings, this fact must be notified to the Company in writing before the Services are carried out. If that fact is not disclosed to the Company at that stage, the Company may not, in its absolute discretion, be prepared to provide expert testimony.
8. OBLIGATIONS OF CLIENT
8.1 The Client shall provide with each Sample and/or Service a unique purchase order or unique reference or unique authorization with sufficient detail to allow the Company to identify each Sample (if applicable) and relate it to a specific Quotation and Service and the Company shall be entitled in good faith to rely upon such purchase order or reference provided to carry out the Service.
8.2 The Client may reproduce or replicate any Report in the form provided by the Company but shall not, without the written consent of the Company, reproduce or replicate any Report which has been modified from the form provided by the Company.
8.3 The Client shall be bound to inform the Company in writing prior to the Company carrying out any Service on a Sample that is of a dangerous or unstable nature and provide instruction on the safe handling of the Sample. For example, a dangerous or unstable Sample will include but is not limited to radioactive materials, biologically active or hazardous substances, reducing or oxidizing agents, volatile organic compounds, and materials considered to be toxic, harmful, corrosive, irritant, explosive, flammable, carcinogenic or reproductive hazards or materials that are dangerous to the environment. The Client shall indemnify the Company from and against all losses suffered by the Company, including, without prejudice to the generality of the foregoing, all damage to the Company’s property and all claims in respect of injury to or deaths of any of the Company’s employees, subcontractors or agents or of any third party, directly or indirectly arising from or in connection with the failure of the Client to inform the Company of the dangerous or unstable nature of a Sample and/or to provide adequate instruction on the safe handling of the Sample. Where the Client informs the Company that a Sample is of a dangerous or unstable nature, the Company may, in its absolute discretion, elect not to carry out the Service and to terminate the Contract whereupon the provisions of Condition 10.3 will apply, save that the Company shall have no liability for its termination of the Contract.
8.4 The Client agrees to indemnify, keep indemnified and hold harmless the Company from and against all Losses which the Company may suffer or incur arising out of or as a result of:
(a) Any breach or negligent performance or failure in performance by the Client of the terms of the Contract;
(b) Breach of any law by the Client or the Company in connection with the performance of the Services, except for any breach of law by the Company which is due solely to the fault or negligence of the Company. For the avoidance of doubt, where the Client has failed to notify the Company of any laws applicable to the delivery of the Services and the Company is subsequently in breach of any law, this shall not constitute a breach of law which is due solely to the fault or negligence of the client; or
(c) any claim threatened or made against the Company by any third party arising out of the Services or out of any delay in performing or failure to perform the Services or any breach of law (even if such claim is solely or partly attributable to the fault or negligence of the Company). Notwithstanding any other provision of these Conditions, the Client’s liability under this indemnity shall be unlimited.
8.5 Where Services are provided at the premises of the Client, the Client will be responsible for providing a safe system of work for the Company and its employees while providing the Service and the Client shall be responsible for all costs necessarily required in discharging this obligation and shall indemnify the Company, its employees, sub-contractors and agents in respect of all Losses suffered as a result of any breach by the Client hereof.
8.6 In addition to any specific Client obligations set out in the Quotation, where Services are provided at the premises of the Client, the Client shall:
(a) Provide the Company with necessary access to any Client premises;
(b) Ensure that any premises provided by the Client for the provision of any part of the Service is suitable for that purpose;
(c) Provide all usual auxiliary and operating materials (including gas, water, electricity, lighting etc.) relevant to any Client supplied premises; and
(d) Provide the Company with any permits required for the performance of the Service. Additional costs or Losses arising for the Company due to the Client’s failure to comply with the obligations in this Condition 8.6 shall be borne by the Client.
9. RISK AND PROPERTY IN RELATION TO TESTS
9.1 Unless stated in the Quotation, Samples are and remain at all times (including, without limitation, whilst at the Company’s works and during transportation to and from the Company’s works) at the entire risk of the Client who shall be responsible for effecting and maintaining its own insurance cover in relation thereto, it being hereby acknowledged by the Client that the charges of the Company do not include insurance.
9.2 Unless expressly stated to the contrary in the Contract, Samples of a stable nature shall be retained for 14days from the date of their receipt and then destroyed.
9.3 Where Samples are, in the sole opinion of the Company, too bulky or too unstable to allow storage time of more than one month, it will be at the absolute discretion of the Company as to the length of time such samples are kept before being destroyed.
9.4 Samples shall be returned to the Client only if prior instructions in writing in that regard are received by the Company and the Client shall be charged for all costs associated therewith (including carriage).
10. Liabilty
10.1 Teknia shall only be liable for the damage related to and typically foreseeable under the particular contract at the time of entering into the contract.
10.2 Teknia shall not be liable for any damages caused as a result of a negligent breach of a non-substantial obligation.
10.3 “Substantial contractual obligations” are those obligations that protect the client’s legal interests deemed to be substantial to the contract, which the contract based on its content and purpose, must specifically grant to the client; further, such contractual obligations are substantial which are deemed to be prerequisites for proper performance of a contract and upon the observance of which the client has generally relied and may reply.
10.4 Teknia shall not liable for any incidental, indirect, special or consequential loss or damage whatsoever, including, but not limited to, loss of revenue, profits, contracts, business or anticipated savings, or loss of goodwill or reputation, whether foreseeable or not and whether arising from any act or omission on the part of Teknia in the provision of the services.
10.5 Any person making claims under this contract shall without delay inform Teknia in writing about any potential damage for which Teknia could be liable.
10.6 If claims for damages against Teknia are excluded, this shall extend to any personal liability of miscellaneous employees and directors.
10.7 Teknia total liability to the client under or in connection with the agreement for services and/or in tort (negligence) in any event shall not exceed the amount of fees paid by the client to Teknia in respect of the services.
10.8 Teknia shall not liable to use obsolete standards requested by the client.
11. TERMINATION
11.1 The Client shall not terminate the Contract without the written consent of the Company which may be subject to such terms, as in the Company’s absolute discretion, recompense the Company for all loss it may suffer as a result of termination.
11.2 The Company may terminate the Contract and any other contract with the Client forthwith, without prejudice to any other right or remedy available to the Company and without the Company incurring any liability to the Client, in the following circumstances:
– if the Client commits a breach of any terms of the Contract or any other contract with the Company which is incapable of remedy or, if capable of remedy, has not been remedied by the Client in accordance with a written notice from the Company requiring remedy within the period specified in the said notice;
– If the Client fails to make payment of the Price within the specified time;
– the Client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or ceases or suspends payment of any of its debts or is unable to pay its debts as they fall due within the meaning of section 62 of the Bankruptcy Act (Cap. 20);
– An encumbrance takes possession, or a receiver, administrator, or judicial manager is appointed, over any of the property or assets of the Client;
– The Client ceases, or threatens to cease, to carry on business;
– The Company reasonably apprehends that any of the events mentioned at Conditions 10.2.3, 10.2.4 or 10.2.5 above is about to occur in relation to the Client and notifies the Client accordingly;
– if the Company reasonably apprehends that providing the Services or dealing with the Client would be in breach of Sanctions Rules, the Client fails to satisfy due diligence requests made by the Company in connection with compliance with Sanctions Rules or other relevant laws or regulations or the Client does anything which is in breach of, or would cause the Company to be in breach of Sanctions Rules
11.3 Notwithstanding that the Company terminates the Contract, this shall be without prejudice to the accrued rights and remedies of the parties prior to termination of the Contract and any rights or remedies under the Conditions, which shall remain in force, including the right to suspend all further Services to be made under any other contract with the Client (and in such event the Client shall not be released from any of its obligations to the Company under any other contract) and the right for the Company to receive full compensation for its loss under the Contract or any other contract with the Client.
11.4 On termination of the Contract pursuant to Condition 10.2, any indebtedness of the Client to the Company shall become immediately due and payable.
12. CONFIDENTIALITY
12.1 The client shall keep all Confidential Information of the company in the strictest confidence. Save for the purposes of fulfilling its obligations under the Contract, the client shall not, without the prior written consent of the company, disclose, divulge or grant access to the Confidential Information which it has received and shall not permit any of its employees, agents or officers to disclose, divulge or grant access to such Confidential Information.
12.2 Notwithstanding Condition 11.1, a client may disclose Confidential Information which it has received if:
– It is required to do so by any governmental, local government or regulatory authority or by law (but then only to the extent it is strictly required to do so);
– It is strictly necessary for the purpose only of obtaining professional advice in relation to the Contract;
– It was already known to the Recipient prior to the time of disclosure by the Disclosing Party (where the Recipient can prove the same with documentary evidence); or
– It is information which subsequently becomes public knowledge other than by breach of the Contract by the Recipient.
12.3 In the event that the Client is mandated by law, order of court, or the rules or regulations of any relevant regulatory or governing body with jurisdiction over the Client to disclose any Confidential Information then the Client shall notify the Company and shall not disclose any information until an analysis has been made as to whether the information requested is capable of benefiting from an exemption from disclosure, and shall only disclose such Confidential Information to such extent only as is necessary for such compliance, and subject in each case to the Client using its best endeavors to ensure that the recipient of Confidential Information keeps such information confidential and does not use it except for purposes for which the disclosure is mandated.
12.4 The obligations of the parties under this Condition 14 shall continue to apply without limit of time.
13. SUB-CONTRACTING AND ASSIGNMENT
13.1 Teknia shall be entitled to make use of sub-contractors in the implementation of the order.
13.2 The Company may assign, delegate, license or hold on trust, all or any part of its rights or obligations under the Contract.
13.3 The Contract is personal to the Client which may not assign, delegate, license, and hold on trust or sub-contract all or any of its rights or obligations under the Contract without the Company’s prior written consent.
14. HEALTH AND SAFETY
14.1 The client shall make every effort and take precautions to minimize obstruction and inconvenience to all accessing public and to the company’s staff and take precautionary measures to prevent damage or obstruction or outbreak of fire or any occurrence of accident to the company’s premises/property, job site and/or injury to any persons in the course of the company personnel in the performance of our obligations under the contract.
14.2 The client’s adherence to the company health and safety regulations is of utmost importance and the client shall comply with the health and safety requirements which include all the regulations on security, environment, health, safety and discipline.
14.3 It is the client responsibility to restrict all the personnel within the boundaries of the job site and keep unauthorized persons off the job site.
14.4 The client shall take all the necessary measures to maintain good health and safety regulations at the job site to ensure the safety of our company staff and all the related personnel, otherwise the client shall cover all the medical cost and compensation to the personnel.
14.5 Immediately make good any damage or loss caused to the premises or property by the client, its employees, agents, independent contractors or any permitted occupier, and/ or indemnify for any personal injury, to the satisfaction of the company. If the client fails to comply, the company may carry out the necessary repair or reinstatement works at the client’s cost and expense/pay the medical on behalf and recover back from the client with impose an administrative charge of 20 (twenty) percent.
15. Governing Law
15.1 The agreement for the Services shall be governed by and construed in accordance with the laws of Singapore.
15.2 The company and the client agree to submit to the non-exclusive jurisdiction of the Singapore Courts.