TERMS AND CONDITIONS

This Customer’s General Terms and Conditions of Purchase shall apply if reference was made to them in any agreement (including but not limited to a purchase order) between the Customer (as defined below) and the Vendor (as defined below) in relation to the purchase of Products (“Purchase Terms”). The Purchase Terms shall be binding as between the Customer and the Vendor, and any agreement which incorporates the Purchase Terms shall be referred to as the “Agreement”. In the event of any conflict and/or inconsistency between the terms set out herein and any other agreement, the terms herein shall prevail to the extent of such inconsistency.

1. DEFINITIONS

  • (a) “Customer” means the person defined in the Purchase Order.
  • (b) “Parties” means the Customer and Vendor.
  • (c) “Products” means the goods that are required to be delivered by Vendor pursuant to a Purchase Order.
  • (d) “Purchase Order” means a purchase request listing the goods, price and/or quantity that the Customer intends to purchase from the Vendor, to which these Purchase Order Terms and Conditions are attached or are incorporated by reference.
  • (e) “Vendor” means the person defined in the Purchase Order.

2. General Terms of Supply.

  • (a) The Vendor shall (on a non-exclusive basis) supply the Products in accordance with any Purchase Order and/or any Agreement.
  • (b) Price. The purchase price of the Products shall be the amount set out in the Agreement or the Purchase Order (as the case may be). Unless otherwise specified, the Price includes all applicable taxes (including but not limited to goods and services tax or GST). No variation to the price shall be valid without the Customer’s written consent.
  • (c) Unless otherwise agreed in writing, (i) there shall be no minimum order quantity agreed for any Products by the Customer; and (ii) the Vendor shall not impose any credit limit towards the total amount of purchases which the Customer is entitled to make in aggregate under each or all of the Purchase Orders.

3. Delivery and acceptance.

  • (a) The Vendor shall deliver the Products at its own expense at the time, date, and location as stated in the Purchase Order.
  • (b) The Vendor shall strictly follow the delivery requirements of the Customer as time is of the essence.
  • (c) Customer is entitled to reject the delivery or return any non-conforming Products if they are not made in accordance with the Agreement (“Non-Conforming Products”).
  • (d) Any payment made by the Customer will not imply acceptance of the Products delivered by the Vendor.
  • (e) Title and Risks. Title and risk of loss and/or damage in Products shall pass from the Vendor to the Customer upon the Customer’s acceptance of the delivery of the Products.
  • (f) Incoterms. If applicable or unless agreed otherwise between the Parties, the shipping of any and all Products to the Customer’s designated location shall be made Delivery Duty Paid (DDP) in accordance with Incoterms 2010.

4. Delivery Extenuating Circumstances.

  • (a) Shortage. The Vendor will notify the Customer without delay and in any event, within 3 days, when it determines that it is at reasonable risk of not being able to supply the Products in accordance with the delivery date or there is any risk of shortage, and the Customer may, at its sole discretion, grant the Vendor a grace period to fulfil the order. Customer reserves the right to cancel, without penalty to the Customer, any Purchase Order that has not been fulfilled and/or for which the above grace period has not been sought and granted.
  • (b) Minimum Shelf Life. The Vendor shall ensure that all Products delivered to the Customer pursuant to the Agreement shall have a remaining minimum shelf life of twelve (12) months (“Minimum Shelf Life”) from the date of delivery. Where a Product or vial size is in short supply, and the available Product has less than the Minimum Shelf Life, the Vendor shall inform the Customer and the Customer must agree to the shortened shelf life in writing prior to the delivery.
  • (c) Recall. The Vendor shall provide the Customer with immediate written notice in the event of any Product recall or safety alert. The Vendor shall indemnify the Customer for all reasonable costs the Customer incurs for the recall and for issuing any required notices, information, and/or documents in respect of the recall or notification of the safety alert.
  • (d) Return and Refunds. At the Customer’s option, the Customer may:
    • (i) Return the Non-Conforming Products to the Vendor for a refund or credit;
    • (ii) Require the Vendor to replace the Non-Conforming Products;
    • (iii) Require the Vendor to make good any Non-Conforming Products so that each non-conforming requirement is met as stated in the Agreement;
    • (iv) Accept the Non-Conforming Products conditional on the Vendor providing a refund or credit in an amount the Customer reasonably determines to represent the diminished value of the Non-Conforming Products.
  • (e) For the avoidance of doubt and where applicable, the Customer will hold any Non-Conforming Products under the Purchase Order at the Vendor’s risk and expense, including storage charges, while awaiting the Vendor’s return shipping instructions. The Vendor will bear all return shipping charges, including without limitation, insurance charges the Customer incurs on the Vendor’s behalf (if any).

5. Warranties. The Vendor undertakes, represents, and warrants to the Customer that:

  • (a) The entry into the Agreement and the performance thereof by the Vendor has been duly authorised by all necessary corporate action and constitutes a valid and binding agreement of the Vendor.
  • (b) It has obtained all necessary rights, licences, certifications, permits or approvals required for the sale of the Products to the Customer;
  • (c) The Products are stored and delivered according to the delivery requirements as specified by the Customer, as well as the required storage conditions in accordance with applicable laws and regulations (including the Misuse of Drugs Act 1973, Health Products Act 2007, and all regulatory requirements issued by the Health Sciences Authority and Ministry of Health of Singapore), and meet all relevant industry standards and best practices (“Applicable Laws and Acceptable Standards”).
  • (d) It shall, and the supply of the Products (including delivery, packaging, consumption and use), shall in all respects comply with all Applicable Laws and Acceptable Standards;
  • (e) It is the lawful owner of the Products, has the right to sell or distribute and convey good and merchantable title, and the Products are and will be conveyed free of any and all claims, liens, security interests, or other encumbrances;
  • (f) The Products are of merchantable quality; are free from contamination, impurity and defects in design and title; and are fit and sufficient for the purposes for which Products of that type are ordinarily used, as well as for any purposes the Vendor has specified or advertised;
  • (g) In any event where the Vendor is not the manufacturer of the Products, the Vendor shall:
    • (i) Use its best efforts to ensure and procure compliance by the relevant manufacturer, to the extent relevant, with the applicable obligations in the Agreement; and
    • (ii) Assign to the Customer all manufacturer’s warranties for the Products and shall take all necessary steps as required by such third-party manufacturers to effect the assignment of such warranties to the Customer.
  • (h) The representations, warranties, and undertakings set forth in this clause are in addition to all other implied or statutory warranties provided by applicable laws; and
  • (i) It shall be responsible for all applicable taxes, duties, fees, and other charges owed by the Vendor.

All the aforesaid representations, warranties, and undertakings will be fulfilled and will remain true and correct at all times and will subsist for so long as necessary to give effect to each of them. In the event of any of them becoming unfulfilled, untrue, or incorrect, the Vendor will promptly inform the Customer and rectify them.

6. Indemnity: The Vendor shall be responsible for and shall indemnify the Customer and its affiliates and their respective employees, directors, agents and representatives (“Indemnified Parties”), on demand, against all losses, costs, claims, expenses of any kind or damages (including legal and other professional fees and expenses) arising out of, or related to (a) any actual or alleged breach by the Vendor of any of its representations, warranties, duties or obligations set out in this Purchase Terms; (b) accident, injury, or damage either to person or property or from death of any persons related to use of the products provided under each Purchase Order or related to any act or omission of the Vendor, its agents, employees, or subcontractors except to the extent that the accident, injury, damage, or death is due solely and directly to the negligence of the Customer; and/or (c) any defect in the Products; any negligence or fault of the Indemnified Parties. Notwithstanding anything to the contrary, the Customer shall not be liable to the Vendor for any loss of profit, loss of sales, loss of market, loss of goodwill or reputation, third party claims, incidental or special damages or indirect or consequential loss of any kind.

7. Severability. If any clause or part of a clause in the Agreement shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of the Agreement shall not be affected or impaired thereby, and shall continue in force as if such illegal, valid or unenforceable provision was severed from it.

8. Variation. The Customer reserves the right to change at any time, at its sole discretion, the term and conditions of these Purchase Order Terms and Conditions. The Vendor is responsible for reviewing any changes to the Purchase Order Terms and Conditions. The Vendor’s continued acceptance of the Purchase Orders will constitute acceptance of the changes.

9. Entire Agreement. The Agreement constitutes the entire agreement between the Parties relating to the supply of Products and supersedes all previous agreements, understandings and arrangements between them.

10. Force Majeure. No Party shall be liable to the other or be deemed to be in breach of this Agreement by reason of any delay or failure to perform any of its obligations due circumstances beyond its reasonable control, including but not limited to, acts of God or governmental acts (including directions or instructions by regulators), failures or acts of application distributors, failure of information technology or telecommunications equipment or facilities, power failures, changes to the law, epidemic, flood, fire, explosion, accident, civil commotion, industrial dispute, or impossibility of obtaining materials (“Force Majeure”). Upon the occurrence of any event of Force Majeure, the Customer may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues.

11. Rights of Third Parties. A person who is not a Party to this Agreement shall not have any right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of this Agreement.

12. Subcontracting. Neither Party may sub-contract or assign their rights and obligations under this Agreement unless with the written consent of the other Party.

13. Governing Law and Dispute Resolution. This Agreement shall be governed by the laws of Singapore. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, or any non-contractual obligations arising out of or in connection with this Agreement, shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules (“Rules”) of the Singapore International Arbitration Centre (“SIAC”) in force at the date of applying for arbitration, which Rules are deemed incorporated into this clause. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. The tribunal shall consist of one arbitrator. The two Parties shall nominate and agree upon the presiding arbitrator. If no such agreement is made within thirty (30) days the opening discussion (e-mail to be sufficient) of the arbitration, the president of SIAC shall appoint the arbitrator.