Purchase Order Terms and Conditions lthe "POTC"l
SECTION A: GENERAL
Al. Definitions
"Purchaser" shall mean the person( s), firm or
company named in the Purchase Order to purchase
the Goods.
"Supplier" shall mean the person(s), firm or
company named in the Purchase Order to supply the
Goods and shall include the Supplier's le~I personal
representatives, successors and permitted assigns.
"Co-venturel'" shall mean any other entity with
whom the Purchaser is or may be from time to time a
party to an agreement relating to the operations for
which the Goods are being provided and the
successors in interest of such Co-venturer or the
assignees of any interest of such Co-venturer.
"Delivery Date" shall mean the date(s) upon which
the Goods shall be delivered as specified in the
Purchase Order.
"Force Majeure Event" shall mean the occurrence of
any one of the following: riot, war, earthquake, flood,
fire, explosion, strikes at a national or regional level
or other natural physical disaster, which directly
affects the performance of the party claiming force
majeure in relation to the Purchase Order.
"Goods" shall mean the goods and/or services to be
provided in accordance with the Purchase Order.
"Pul'chase Price" shall mean the total purchase
price of the Goods payable by the Purchaser to the
Supplier.
"Purchase Order" shall mean the contract formed by
the acceptance of the Purchase Order and shall
incorporate this POTC as may be amended by any
special conditions referred to in the Purchase Order.
A2. Interpretation
A2.l All instructions, notices, agreements, authorizations,
approvals and acknowledgements shall be in writing.
All such documentation together with all
correspondence and other documents shall be in the
English language.
A2.2 Any reference to statute, statutory provision or
statutory instrument shall include any re-enactment
or amendment thereof for the time being in force.
A2.3 Unless the context otherwise requires, words
importing the singular shall include the plural, and
words importing the masculine gender shall include
the feminine and neuter genders, and vice versa.
A3. Invalidity and Severability
If any provision of this POTC shall be found by any
court or administrative body of competent
jurisdiction to be invalid or unenforceable, the
invalidity or unenforceability shall not affect the
other provisions of this POTC and all provisions not
affected by such invalidity or unenforceability shall
remain in full force and effect.
A4. Drawings and Descriptions
A4.1 All drawings and technical documents relating to the
Goods or its manufacture submitted by one party to
the other shall, unless otherwise specifically stated,
remain the property of the submitting party.
Drawings, technical documents or other technical
information received by one party shall not, without
the consent of the other party, be used for any other
purpose than that for which they were provided.
They may not, without the consent of the submitting
party, otherwise be used or copied, reproduced,
transmitted or communicated to a third party.
A4.2 The Supplier shall no later than the Delivery Date
provide free of charge, information and drawings
which are necessary to permit the Purchaser and/or
the Co-venturer to erect, commission, operate and
maintain the Goods.
SECTION B: THE SUPPLIER'S COMMITMENT TO THE
PURCHASER
Bl. Terms
The Supplier shall sell the Goods to the Purchaser
on the terms set out in the Purchase Order and this
POTC.
B2. Delivery, Passing of Risk
B2.l The Supplier shall deliver or make the Goods
available to the Purchaser at the place specified in
the Purchase Order, on the Delivery Date. Any
agreed trade term shall be construed in accordance
with the INCOTERMS in force at the date of the
Purchase Order, If no trade term is specifically
agreed, the delivery shall be Ex Works (EXW).
B2.2 If in the case of delivery Ex Works, the Supplier, at
the request of the Purchaser, undertakes to send the
Goods to its destination, the risk will pass to the
Purchaser not later than when the Goods are handed
over to the first carrier.
B2.3 Partial shipments shall be permitted unless
otherwise agreed between the Parties.
83. Time for Delivery, Delav
83.1 If the Supplier anticipates that he will not be able to
deliver the Goods by the Delivery Date, he shall
forthwith notify the Purchaser thereof in writing,
stating the reason, and if possible, the time when
delivery can be expected. If the Supplier fails to give
such notice, the Purchaser shall be entitled to
compensation for any additional costs which he
incurs and which he could have avoided had he
received such notice.
B3.2 If delay in delivery is caused by Force Majeure Event,
the Delivery Date shall be extended by a period
which is reasonable having regard to all the
circumstances in the case. This provision applies for
delay that occurs before the agreed time for delivery.
83.3 If the Goods are not delivered by the Delivery Date,
the Purchaser is entitled to liquidated damages from
the date on which delivery should have taken place.
The liquidated damages shall be payable at the rate
of 0.5% for each day of delay beyond the Delivery
Date, but shall in no case exceed 10% of the
Purchase Price. If only part of the Goods is delayed,
similar liquidated damages shall apply.
83.4 If the delay in delivery is such that the Purchaser is
entitled to maximum liquidated damages under
Clause 83 .3 and if the Goods or any part thereof are
still not delivered, the Purchaser may in writing
demand delivery within a final reasonable peliod
which shall not be less than one week. If the
Supplier does not deliver within such final period
and this is not due to any circumstance for which
 the Purchaser is responsible, then the Purchaser
may by notice in writing to the Supplier terminate
the Purchase Order in respect of the Goods and/or
any parts thereof. If the Purchaser terminates the
Purchase Order, he shall be entitled to compensation
for the loss he has suffered as a result of the
Supplier's delay. The total compensation, including
the liquidated damages which are payable under
Clause 83.3 herein shall not exceed 20% of the
Purchase Price.
83.5 The Purchaser shall also have the right to terminate
the Purchase Order by notice in writing to the
Supplier, if it is clear from the circumstances that
there will occur a delay in delivery which, under
Clause B3.3 would entitle the Purchaser to
maximum liquidated damages. In case of
termination on this ground, the Purchaser shall be
entltled to maximum liquidated damages and
compensation under Clause 83.4 herein.
B4. Acceptance Tests
B4.1 Acceptance tests provided for in the Purchase Order
shall, unless otherwise agreed, be carried out at the
place of manufacture during normal working hours.
The Supplier shall allow the Purchaser to expedite,
inspect and test the Goods during manufacture at
the Supplier's premises on reasonable prior notice.
Any e:i..-pecliting, inspection, testing or any failure to
do so shall in no way relieve the Supplier of its
obligations as specified in the Purchase Order. If the
Purchaser is not represented, the test report shall be
sent to the Purchaser and shall be accepted as
accurate. If the acceptance tests show the Goods
not to be in accordance with the Purchase Order, the
Supplier shall without delay remedy any deficiencies
in order to ensure that the Goods comply with the
Purchase Order. New tests shall then be carried out
at the Purchaser's request, unless the deficiency was
insignificant.
B4.2 The Supplier shall bear all costs for acceptance tests
carried out at the place of manufacture. The
Purchaser shall however bear all traveling and living
expenses for his representatives in connection with
such tests.
B6. Specifications
The Supplier shall ensure that the Goods meet the
Purchaser's requirements with regard to any quality,
fitness for purpose, quantity or specifications, which
are set out in the Purchase Order or in the
Purchaser's written specifications provided to the
Supplier.
B6. Defects Correction
B6.1 The Supplier shall at its own cost and expense,
repair, replace or rectify any of the Goods (or any
replacement] which are defective, as well as bear any
travelling and other expenditure of the Supplier or
its personnel.
86.2 The Supplier's obligation above shall apply only
when the Goods are used in accordance with the
Supplier's specification or if no such specification
exists, used in accordance with their ordinary
purpose.
B6 .3 The Supplier's obligation shall cease 24 months from
delivery.
B7. Packing, Pack@ging List, Handling
The Supplier shall ensure that the Goods are
properly packed, secured and labelled in accordance
with accepted good industry practice and to meet the
Purchaser's requirement as specified in the Purchase
Order. The Supplier shall also provide the Purchaser
with a copy of the packaging list when the Goods are
ready for delivery. Unless otherwise agreed, if
delivery is EXW, the Supplier shall be responsible to
provide the necessary cranage, jigs or any other
lifting gear for the safe handling, loading and/or
unloading of the Goods by the Purchaser or its
agents.
BS . Patent Indemnity
The Supplier shall save, indemnify, defend and hold
harmless the Purchaser and the Co-venturers from
all claims, losses, damages, costs (including legal
costs], expenses and liabilities of every kind and
nature for, or arising out of, any alleged infringement
of any patent or proprietary or protected right arising
out of or in connection with the performance of the
obligations of the Supplier under the Purchase
Order. The Supplier shall use its reasonable
endeavours to identify any infringement in the job
specification and/ or the Purchaser's instructions of
any patent or proprietary or protected right, and
should the Supplier become aware of such
infringement or possible infringement, then the
Supplier shall inform the Purchaser immediately.
89. Spares
The Supplier shall give sufficient notice to the
Purchaser of its intention to cease supply of Goods,
component parts or replacements, to enable the
Purchaser and/ or the Co-venturers to purchase
such Goods, component parts or replacements.
SECTION C: THE PURCHASER'S COMMITMENT TO THE
SUPPLIER
Cl. Terms
The Purchaser shall buy the Goods from the
Supplier on the terms set out in this POTC and the
Purchase Order.
C2. Acceptance
C2.l Acceptance shall be from the time when a duly
authorized employee or representative of the
Purchaser accepts the Goods, delivered or collected,
and where such Goods are not defective or damaged
in any way and comply with the Purchase Order. In
the event that a defect in or damage to the Goods or
any breach of the Purchase Order is identified by the
Purchaser, it shall be deemed not to have accepted
the Goods until such time as such defect, damage or
breach is remedied by the Supplier.
C2.2 Such acceptance shall be within a reasonable time of
delivery or collection, but shall be without prejudice
to the Supplier's liability for any defect in or damage
to the Goods or any breach of the Purchase Order
which is not identified by such duly authorised
employee or representative of the Purchaser at the
time of acceptance.
C3. Risk
Unless otherwise agreed between the parties in
writing, the Purchaser shall be responsible for risk of
loss or damage to the Goods with effect from the
Delivery Date.
C4. Price Payment
C4.1 The Purchaser shall pay for the Goods against the
Supplier's invoice in the amounts specified in the
Purchase Order within thirty (30) days of receipt of
the Supplier's proper Value Added Tax invoice, the
receipt not being earlier than the delivery, unless
otherwise stated in the Purchase Order.

C4.2 If the Purchaser disputes any items on any invoice in
whole or in part or if the invoice is prepared or
submitted incorrectly in any respect, the Purchaser
shall notify the Supplier of the reasons and request
the Supplier to issue a credit note for the unaccepted
part or whole of the invoice as applicable. Upon
receipt of such credit note, the Purchaser shall be
obliged to pay the undisputed part of a disputed
invoice. On settlement of any dispute, the Supplier
shall submit an invoice for sums due and the
Purchaser shall make the appropriate payment in
accordance herewith.
cs. Patent/Design Rights
All designs, drawings and other technical
information relating to the Goods or services,
including any software provided solely by the
Supplier under the Purchase Order, and the
intellectual property rights therein made or acquired
solely by the Supplier prior to or during the
preparation of the proposal or tender or in the
course of work on the Purchase Order shall be and
remain the Supplier's property unless otherwise set
out in the Purchase Order.
C6. Termination for Convenience
The Purchaser may at any time give written notice to
the Supplier to terminate the Purchase Order
forthwith and in such event the Purchaser shall pay,
and the Supplier shall accept in settlement of all
claims under the Purchase Order, such sums as
shall reasonably compensate it for all work done and
obligations assumed by it in performance of the
Purchase Order prior to its termination. The value of
any material, payment for which has been made by
the Purchaser but which is left with, and can be put
to use by the Supplier, shall be taken into account
when calculating such losses but such sum shall in
no event exceed the price set out in the Purchase
Order unless otherwise previously agreed.
C7. Status of Purchaser
C7.1 The Supplier agrees to look only to the Purchaser for
the due performance of the Purchase Order and
nothing contained in the Purchase Order shall
impose any liability upon, or entitle the Supplier to
commence any proceedings against any Co-venturer
other than the Purchaser: and
C7.2 The Purchaser is entitled to enforce the Purchase
Order on behalf of the Co-venturer as well as itself.
For that purpose, the Purchaser may commence
proceedings in its own name to enforce all
obligations and liabilities of the Supplier and to
make any claim which the Co-venturer may have
against the Supplier.
SECTION D: OUR COMMITMENTS TO EACH OTHER
Dl. Consequential Loss
Neither party shall be liable to each other for any
consequential or indirect loss, including loss and/or
deferral of production, loss of product, loss of use,
loss of revenue, profit or anticipated profit (if any), in
each case whether direct or indirect and whether or
not foreseeable at the date of the Purchase Order.
02. Force Ma!eure
Either party shall be entitled to suspend
performance of his obligations under the Purchase
Order to the extent that such performance is
impeded or made unreasonably onerous by the Force
Majeure Event. The party claiming to be affected by
the Force Majeure Event shall notify the other party
in writing without delay on the intervention and on
the cessation of such circumstance. Either party
shall be entitled to terminate the Purchase Order by
notice in writing to the other party if performance of
the Purchase Order is suspended due to Force
Majeure for more than six months.
03 . Insurance
The Purchaser and tl1e Supplier shall maintain levels
of insu ranee sufficient to cover their respective
liabilities and obligations under the Purchase Order
and at law.
D4. Confidentiality
The Purchaser and the Supplier shall keep the
Purchase Order and any information, which either
party learn about the other in strict confidence and
will not disclose the same to any third party without
the prior written consent of the other party.
DS. Variations
With reasonable prior notice, the Purchaser and the
Supplier shall discuss variations to the Purchase
Order and agree with each other resulting changes to
any of the details shown in the Purchase Order.
D6 . Assignment or Sub-contracting
Neither the Purchaser nor the Supplier shall at any
time sub-contract or assign any part of their
respective rights or obligations under this Purchase
Order to any other person, without first obtaining
the other party's prior written consent which shall
not be unreasonably withheld or delayed.
D7. Governing Law, Dispute Resolution
D7.1 This POTC and the Purchase Order shall be
construed, interpreted and in all respects be
governed by Singapore Law.
D7.2 If either party is dissatisfied with the performance of
the other in relation to the Goods or this Purchase
Order, the parties shall meet as soon as reasonably
possible in good faith with each other to try resolve
the matter in an amicable way.
D7.3 In the event that the Parties hereto do not agree to
settle a dispute as above, such dispute including any
dispute arising out of or in connection with this
POTC and the Purchase Order, including any
question regarding its existence, validity or
termination, shall be referred to and finally resolved
by arbitration in Singapore in accordance with the
Arbitration Rules of the Singapore International
Arbitration Centre l"SIAC Rules'1 for the time being
in force, which rules are deemed to be incorporated
by reference in this clause. The Tribunal shall
consist of a single arbitrator to be appointed by the
Chairman of the STAC. The language of the
arbitration shall be English.