These Terms and Conditions (“Terms and Conditions””) shall apply to all purchase orders (“Purchase Order(s)”), hard copy or electronic, involving the purchase by Teknia Laboratory Pte Ltd (“Teknia”) of any goods or services provided by a supplier.
General; Terms of Purchase. The Purchase Order, together with these Terms and Conditions, and any attachments or other documentation expressly incorporated therein by reference, constitutes the entire agreement between Teknia and the supplier identified in the Purchase Order (the “Supplier”) with respect to the sale and purchase of goods and services set forth in the Purchase Order (including any deliverables which result from the performance of services). Teknia submits the Purchase Order subject to the condition that the Purchase Order and these Terms and Conditions are accepted in whole and that any terms or conditions to purchase of such goods and services that are different from or in addition to the terms set forth in the Purchase Order or these Terms and Conditions which are communicated or contained in any quotation, bid, proposal, confirmation, invoice, acknowledgement, acceptance or other written or oral communication are hereby rejected and objected to by Teknia and shall not form a part of the Purchase Order, even if Supplier conditions its quotation, bid, proposal, confirmation, invoice, acknowledgement, or acceptance of the Purchase Order on Teknia’s agreement to such different or additional terms. To the extent that the Purchase Order is provided in response to a Supplier offer to sell, Teknia’s acceptance of that offer is expressly conditional on Supplier’s assent to the Purchase Order and these Terms and Conditions and Teknia’s rejection of any Supplier terms or conditions associated with its offer. Teknia’s failure to object to any provision in any of Seller’s documentation shall not constitute a waiver by Teknia of its terms nor an acceptance by Teknia of any such provisions. The Purchase Order and the Terms and Conditions shall be deemed to have been accepted by the Seller upon the receipt by Teknia of any written or oral communication, signing or returning a copy of the Purchase Order, shipment or delivery of the goods, performance of any services or return of Seller’s own form of confirmation, invoice or acknowledgement.
Prices. The price of the Goods / Services shall be that stated the purchase order issued by Teknia. The price shall unless expressly stated otherwise be deemed to be inclusive of all applicable customs duties, packaging, marking handling, freight and delivery, insurance, and all other applicable cost and charges. The price of the Goods / Services shall be fixed and shall not be subject to any increase as a result of any increase in the cost of materials, labour, delivery or any other costs which may be incurred by the supplier for the provision of the Goods /Services. Teknia shall not be responsible for payment of taxes imposed and based, wholly or partially, upon Supplier’s revenues or profits.
Payment. The standard payment terms under this Purchase Order shall be net 45 days from the date of delivery and acceptance of the goods or services, unless otherwise expressly specified on the Purchase Order or agreed to in writing by Teknia. The purchase price hereunder shall be payable in SGD dollars. Payment of all invoices for items delivered directly by Supplier to Teknia or its designee shall, if requested by Teknia, be subject to documentary proof of delivery provided by Supplier. To the extent Teknia chooses, or is forced, to expend amounts due to any breach of Supplier of the terms of any Purchase Order or these Terms and Conditions, Teknia may offset such amounts from the invoiced amount(s). Teknia will not be liable for any late payment charges unless Seller has given Teknia adequate warnings that payment in whole or in part is outstanding. Teknia shall not be obligated to pay Supplier for any goods or services if Supplier presents the invoice for such goods or services more than 180 days after the date the applicable fees are due.
Warranties. Supplier expressly warrants to Teknia that (a) any goods provided hereunder will be of quality material and good workmanship; free of defects in design, workmanship, material and manufacture; conform to specifications, drawings, data and samples; and are merchantable and fit for the purposes sold and (b) any services furnished hereunder will be of quality in compliance with customary standards in the industry for such services; in conformance with all statements made by Supplier, or its agents, or contained in Supplier’s advertising or promotional material; and provided in compliance with the Purchase Order, the Terms and Conditions and Teknia’s specifications communicated to Supplier. Supplier also expressly warrants that the goods and/or services will not infringe upon, misappropriate or violate any third party’s personal, contractual or proprietary rights, including patent, copyright, trademark, trade name, trade secret or other proprietary rights. If the goods are software, Supplier additionally warrants that such software does not contain any viruses, Trojan horses, time bombs or other intentionally destructive or disabling devices and that the medium on which the software is recorded is free from defects in materials and workmanship. The warranties contained herein are in addition to any other warranties offered by Supplier or otherwise available under applicable law. Supplier will assign to Teknia any applicable manufacturers’ warranties.
Acceptance; Inspection; Notice of Defect or Breach. The purchase of any goods or services under any Purchase Order shall be subject to final inspection and acceptance by Teknia within a reasonable period of time after delivery to Teknia. Teknia shall not be deemed to have accepted any goods or services, or waived any breach by Supplier, as a result of any payment, retention or use of goods or services. Notices of non-conformance, defects or other breach will be considered timely if made by Teknia within a reasonable time after discovery. Failure by Teknia to state a particular defect upon rejection or notice of breach shall not preclude Teknia from relying on unstated defects to justify rejection or establish breach. If any goods or services are defective or not in conformity with the specifications of the Purchase Order, Teknia may, at its option, reject it, require its correction or accept it conditionally. Any goods that have been rejected or are required to be corrected shall be replaced or corrected by and at the expense of Seller promptly after notice. Supplier will bear all risk of loss associated with rejected goods and will promptly reimburse Teknia for all unrecovered reasonable expenses incurred by Teknia in connection therewith.
Cancellation of Purchase Orders. Teknia (in addition to all of its other rights) may cancel any Purchase Order, in whole or in part, by written notice if (a) Supplier becomes insolvent or makes a general assignment for the benefit of creditors, (b) a petition is filed or if proceedings are commenced against Supplier under any foreign or domestic bankruptcy laws, (c) Supplier defaults in the performance of any of its obligations under any Purchase Order or these Terms and Conditions, (d) Teknia, having reasonable grounds for insecurity with respect to the due performance of Supplier, has not received satisfactory assurance of Supplier’s due performance within 5 days after Teknia’s written demand for the same, or (e) for convenience upon written notice to Supplier. In such event, Teknia shall not be liable for any termination, cancellation or restocking fees or charges.
Changes. Teknia may at any time, in writing and communicated to Supplier in hard copy and/or by electronic transmission, make changes within the general scope of any Purchase Order. If any such change causes an increase or decrease in the cost, or the time required for the performance, of any work under a Purchase Order, an equitable adjustment shall be made in the contract price or delivery schedule or both, and the affected Purchase Order shall be modified in writing accordingly. Any claim by Supplier for adjustment under this clause must be approved by Teknia in writing before Supplier proceeds with such change. Price increases shall not be binding on Teknia unless evidenced by a Purchase Order change notice or revision to the affected Purchase Order issued and acknowledged in writing by Teknia.
Delivery Terms. TIME AND QUANTITY ARE OF THE ESSENCE FOR PURCHASE ORDER(S) SUBMITTED TO SUPPLIER. Unless otherwise expressly specified on the Purchase Order or agreed to in writing by Teknia, Supplier shall deliver the goods at the time and place specified in the Purchase Order. All risk of loss or damage to the goods Purchase Ordered hereunder shall pass to Teknia when, but not until, such goods have arrived at Teknia’s delivery destination(s) specified in the Purchase Order and are accepted by Teknia. Unless otherwise agreed to in writing by Teknia, Teknia shall not be liable in any respect for any material commitments or production arrangements made by Supplier in excess of the amount or in advance of the time necessary to meet Teknia’s delivery schedule. Goods shipped to Teknia in advance of schedule may be returned to Supplier at Supplier’s expense.
Packaging. All goods shall be packed, marked and otherwise prepared for shipment in a manner which is in accordance with good commercial practice and acceptable to common carriers and adequate to insure safe arrival of the goods to the designated destination.
Indemnification by Supplier. Supplier agrees to indemnify, defend, and hold harmless, at Supplier’s sole cost and expense, Teknia and their respective directors, officers, employees, agents, successors and assigns, from and against any and all claims, losses, liabilities, damages, royalties, demands, suits, causes of actions, proceedings, judgments, costs and expenses (including attorneys’ and other professional fees)(“Claims”) in connection with (a) Supplier’s breach of warranty, negligence, willful misconduct, fraud, misrepresentation or violation of law, (b) any alleged or actual infringement, misappropriation or violation of any patent, copyright, trademark, trade name, trade secret or other proprietary right of another party relating to the manufacture, maintenance, distribution, importation, sale or use of the goods or the performance of the services or (c) any property damage, personal injury or death which results from the goods or services provided hereunder. Teknia, at its option and expense, may participate in the defense of any such Claim concerning matters that relate to Teknia. In no event shall Supplier enter into any settlement of any such Claim without Teknia’s prior written approval, which shall not be unreasonably withheld. Teknia’s approval of any settlement shall not be deemed a waiver by Teknia of any insurance coverage that may be available to Teknia. Seller shall allow Teknia to pass through the intellectual property indemnification to its customers and/or end user customers. If any injunction, exclusion order, or other order is issued, or in Teknia’s reasoned opinion is likely to be issued, which could interfere with Teknia’s or Teknia’s customers’ full use of the goods and services, Supplier shall, at its sole expense and in addition to any other remedies provided for in these Terms and Conditions, at Teknia’s option: (i) procure for Teknia and Teknia’s customers the right to continue using the goods and services free from any liability for infringement or misappropriation; (ii) replace or modify the goods or services with those of equivalent quality, functionality, and performance, including goods and services in the possession of Teknia’s customers, to allow Teknia and Teknia’s customers to fully use the same without infringement or misappropriation; or (iii) if (i) and (ii) are not commercially reasonable, in Teknia’s opinion, refund to Teknia the purchase price of all affected goods and services.
Insurance. The supplier shall, at its own cost and expense, take out and maintain such insurance (s) necessary to cover its liabilities in respect of the supply of the Goods / Services. All policies of such insurance shall provide that coverage thereunder shall not be terminated or changed without at least 30 days prior written notice to Teknia, and Supplier shall furnish original certificates of insurance and evidence of renewals. The purchase of such insurance and furnishing of such certificates shall not limit Supplier’s obligations hereunder or modify Supplier’s agreement to indemnify Teknia as set forth herein.
Force Majeure. Teknia will be not liable for failure to perform under any Purchase Order or these Terms and Conditions to the extent such failure is caused by fire, strike, act of God, act(s) of terrorism, war, authorization of law, embargo, accident or other causes beyond its reasonable control.
Confidentiality. During the course of business, Supplier may gain information about Teknia’s operations, plans, equipment, finances, goods, processes, customers or other matters (“Confidential Information”). Supplier shall see that such information is kept confidential and not divulged to others except as authorized by Teknia. Confidential Information shall not include information or knowledge that Supplier can show by competent written evidence (a) is known to Supplier before receipt thereof from Teknia, (b) is disclosed to Supplier in good faith by a third party who had the right to make such disclosure, (c) is now or hereafter becomes part of the public domain essentially in its entirety through no fault on the part of Supplier, (d) is required to be disclosed by applicable laws or (e) is independently developed by Supplier, without use of the Confidential Information. The Confidential Information shall remain the exclusive property of Teknia, and Supplier shall acquire no interest in or rights thereto under these Terms and Conditions or otherwise. At Teknia’s request, the other party shall promptly return to the disclosing party or destroy all tangible and intangible forms of Confidential Information of the disclosing party, including copies. These obligations shall continue beyond the termination of this contract.
Teknia Property. Supplier agrees that all right, title and interest in and to any programs, systems, data, information, designs, specifications, ideas and other materials furnished to Supplier by Teknia hereunder are and shall remain the sole and exclusive property of Teknia, and all such items shall constitute Confidential Information of Teknia. In the event any of Teknia’s intellectual property is embodied in, attached to or associated with any goods supplied by Supplier hereunder, such intellectual property shall remain the property of Teknia and Supplier shall acquire no rights therein and shall make no use thereof or claim thereto, except a non-exclusive license to use the same as may be required to produce and deliver the goods to Teknia pursuant to the Purchase Order for same. Further, Teknia shall solely own all rights and all right, title and interest to all related intellectual property embodied therein or represented thereby.
Work Product. Supplier agrees that all right, title and interest to all Work Product, all copies thereof and all related intellectual property embodied therein or represented thereby is the sole property of Teknia. “Work Product” means all service deliverables provided to Teknia under these Terms and Conditions including, but not limited to, all know-how, techniques, inventions, discoveries, improvements, trade secrets, copyrightable matter or any other work developed or produced during the performance of service agreed to under these Terms and Conditions. Supplier further acknowledges and agrees that all Work Product which constitutes patentable subject matter shall be and hereby is irrevocably assigned to Teknia by these Terms and Conditions, together with all patent rights, with respect to such Work Product. Supplier shall execute and deliver or shall cause Supplier employees to execute and deliver any applications, assignments or other instruments and papers necessary to secure United States and foreign letters patent, including continuations, continuations-in-part and divisions thereof, and to transfer to Teknia all right, title and interest in such Work Product and patent rights, and to provide Teknia all facts known to Supplier regarding such Work Product. Work Product shall be deemed to be a “work made for hire” under the United States copyright laws and all right, title and interest in and to such copyrightable works shall vest in Teknia. Teknia shall have the exclusive rights to copyright such works in its name as the sole author and owner thereof and to secure any and all renewals and extensions of such copyright throughout the world. In the event that any Work Product is determined not to be a “work made for hire” under the United States copyright laws, this Agreement shall operate as an irrevocable assignment by Supplier to Teknia, and the copyright in and to such copyrightable work, including all right, title and interest therein, shall be and hereby is irrevocably assigned in perpetuity, to Teknia. Supplier will execute all documents and perform all acts that Teknia may reasonably request in a Purchase Order to assist Teknia in perfecting the rights granted to Teknia under this Section.
Compliance with Laws. The supplier shall, at its own cost and expense, comply with and give all notices required by and law, by-law, regulations, codes and standards that may from time to time be applicable to the performance by the supplier.
Limitation of Liability. IN NO EVENT SHALL TEKNIA BE LIABLE TO SUPPLIER, SUPPLIER’S AGENTS OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL, DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT TEKNIA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IN ANY AMOUNT IN EXCESS OF THE PURCHASE PRICE OF THE GOODS AND/OR SERVICES PURCHASED UNDER THE PURCHASE ORDER.
Audit. For a period of five (5) years from the date of the Purchase Order, Teknia shall have access to, and the right to audit and examine, the books and records of Seller to the extent necessary to verify Seller’s compliance with the provisions of the Purchase Order and these Terms and Conditions and/or the nature and extent of costs incurred under the Purchase Order.
Survival of Representations and Warranties; Cumulative Remedies. All of Supplier’s representations, warranties and other undertakings, and Teknia’s rights and remedies hereunder, will survive the execution, delivery, performance or termination of any Purchase Order and the agreement evidenced thereby, and any inspection, testing, acceptance, payment or use of the goods and services provided thereunder. Such representations, warranties, undertakings, rights and remedies will inure to the benefit of Teknia, successors, assigns and customers. All remedies conferred upon Teknia will be cumulative.
Notices. Any notice, request, demand or other communication to be given or served under the terms herein may be delivered by personal delivery, recorded delivery , registered post or by facsimile transmission to the addresses specified by the Parties from time to time and shall be deemed to be duly served and received:
(a) If it is delivered by hand, at the time of delivery;
(b) If it is sent by registered post, two (2) days after posting thereof, whose address of the other party is within Singapore; or
(c) If it is sent by facsimile transmission or email, immediately after transmission thereof.
Health and Safety. Supplier shall during execution of their job scope make every effort and take precautions to minimize obstruction and inconvenience to all accessing public and theTeknia’s staff and take precautionary measures to prevent damage or obstruction or outbreak of fire or any occurrence of accident to Teknia premises, property, job site and/or injury to any persons in the course of its performance of its obligations under the contract. In the contract, Supplier’ adherence to Teknia safety regulations is of utmost importance and Supplier shall comply with the safety requirements. Supplier shall comply with Teknia’s regulations on security, environment, health, safety and discipline, from time to time in force for the performance by the Supplier of its obligations in the contract. The Supplier shall comply shall also be responsible for restricting all its employees within the boundaries of the job site and take all precautions to prevent trespassing into adjoining properties and keep unauthorized persons off the job site. Immediately make good any damage or loss caused to the premises or property by Supplier, its employees, agents, independent contractors or any permitted occupier, and/or indemnify for any personal injury, to the satisfaction of Teknia. If supplier fails to comply . Teknia may carry out the necessary repair or reinstatement work at Supplier’s cost and expense or pay the medical fee on half and recover back from Supplier with impose an administrative charge of 20 (twenty) percent on cost.
Assignability. Supplier will neither assign any Purchase Order nor any contract created under these Terms and Conditions, nor delegate or subcontract the furnishing of any goods or services, without the prior written approval of Teknia, and no permitted assignment or subcontracting will relieve Supplier of its obligations hereunder or of any liability Supplier may have as a result of its failure to perform any of the terms hereof. Supplier is and shall remain an independent contractor.
Governing Law; Consent to Jurisdiction; Venue. The law governing the agreement for the supply of Goods /Services shall be the law of Singapore, without regard to principles of conflicts of laws. The parties hereby submit to the non-exclusive jurisdiction of the courts of Singapore.
Entire Agreement. The Purchase Order, together with these Terms and Conditions, and any attachment or other documentation expressly incorporated therein by reference, shall constitute the COMPLETE AND FINAL AGREEMENT of Teknia and Supplier regarding the purchase of the goods and/or services referenced in the Purchase Order, and shall supersede and merge all prior proposals, understandings and agreements regarding such goods and services, oral and written (except a prior, unexpired, written contract between the parties for the purchase/sale of goods or services that are the subject of this Purchase Order shall govern the transaction), between the parties, and may not be modified except by written agreement or modification signed by authorized representatives of both parties, notwithstanding any additional or other proposals or terms and conditions which may now or in the future appear on Supplier’s quotations, bids, proposals, confirmations, invoices, acknowledgements, acceptances or other written or oral communications or transmissions (notification of objection thereto being given hereby), and any acceptance of shipments, payments or other similar acts of Teknia. No course of dealing or manner of performance will constitute a waiver of any of these Terms and Conditions. If any term (or part of a term) of the Purchase Order or these Terms and Conditions is invalid, illegal, or unenforceable, the rest of the Purchase Order and Terms and Conditions will remain in effect.