Terms and Conditions
STANDARD TERMS AND CONDITIONS OF RENTAL AND SALE
These Terms and Conditions govern all dealings between us and you (each, a “Party” and collectively, the “Parties”) regarding the rental or sale of the Goods (as the case may be). These Terms and Conditions and any Purchase Order and Quotation issued pursuant to these Terms and Conditions contain the entire agreement between the parties and supersede all previous representations and understandings between the parties
STANDARD TERMS AND CONDITIONS OF RENTAL AND SALE
These Terms and Conditions govern all dealings between us and you (each, a “Party” and collectively, the “Parties”) regarding the rental or sale of the Goods (as the case may be). These Terms and Conditions and any Purchase Order and Quotation issued pursuant to these Terms and Conditions contain the entire agreement between the parties and supersede all previous representations and understandings between the parties
Terms and Conditions
STANDARD TERMS AND CONDITIONS OF RENTAL AND SALE
These Terms and Conditions govern all dealings between us and you (each, a “Party” and collectively, the “Parties”) regarding the rental or sale of the Goods (as the case may be). These Terms and Conditions and any Purchase Order and Quotation issued pursuant to these Terms and Conditions contain the entire agreement between the parties and supersede all previous representations and understandings between the parties
Terms and Conditions
STANDARD TERMS AND CONDITIONS OF RENTAL AND SALE
These Terms and Conditions govern all dealings between us and you (each, a “Party” and collectively, the “Parties”) regarding the rental or sale of the Goods (as the case may be). These Terms and Conditions and any Purchase Order and Quotation issued pursuant to these Terms and Conditions contain the entire agreement between the parties and supersede all previous representations and understandings between the parties
1.INTERPRETATION
Except to the extent that such interpretation is excluded by or repugnant to the context, the following terms shall have the following meaning
1.1. Affiliated Company means any company controlled by, controlling or under common control with IPI Packers, and Affiliated Companies has a corresponding meaning;
1.2. “Bankrupt” means and includes the situation where a bankruptcy application has been made against the Customer or where execution has been levied upon the whole or any part of the assets of the Customer and, in respect of a Customer who is an individual, the situation where the Customer has committed an act of bankruptcy or is or becomes bankrupt or subject to any deed of assignment, arrangement or composition with his creditors, in accordance with the applicable bankruptcy laws and in respect of a Customer who is a corporation, the situation where the Customer is wound up or is the subject of the presentation of a petition or the making of an order or the passing of a resolution for its winding up, or is placed under official management, or causes a meeting of its creditors to be summoned for the purpose of placing it under official management, or has a receiver or receiver and manager appointed in respect of all or any part of its assets, or has an inspector appointed in respect to all or any part of its affairs or is subject to an application for any such appointment, or has a compromise or arrangement proposed between itself and its creditors or any class of them;
1.3. “Customer” (and “you”) means the legal entity renting or purchasing the Goods from IPI Packers (as the case may be);
1.4. “Goods” means the goods under the rental agreement and/or the goods and/or services under the sale and purchase agreement (as the case may be).
1.5. “IPI Packers” (and “us”) means IPI Trading Pte. Ltd. (UEN 200817144H), a company incorporated in Singapore, with its registered address at 190 Middle Road #14-05, Singapore 188979 or an Affiliated Company;
1.6. “Intellectual Property” means all intellectual property rights, whether registered or not, including pending applications for registration of such rights and the right to apply for registration or extension of such rights including patents, petty patents, utility models, design patents, designs, copyright (including moral rights and neighbouring rights), database rights, rights in integrated circuits and other sui generis rights, trade marks, trading names, company names, service marks, logos, the get-up of products and packaging, geographical indications and appellations and other signs used in trade, internet domain names, social media user names, rights in know-how and any rights of the same or similar effect or nature as any of the foregoing anywhere in the world;
1.7. “Order” and “Purchase Order” means a written instruction from the Customer to IPI Packers to rent or sell the Goods to the Customer (as the case may be) or a written acceptance by the Customer in response to a Quotation from IPI Packers, in both cases specifying the details as set out in clause 3.1;
1.8. “Quotation” means a written quotation given by IPI Packers to the Customer in response to a request from the Customer to rent or purchase the Goods (as the case may be) and setting out the price of renting or purchasing the Goods (as the case may be); and
1.9 “Terms and Conditions” means these Terms and Conditions as amended or varied from time to.
2. PRICES AND QUOTATION
2.1. IPI Packers shall provide a Quotation to the Customer upon reasonable request.
2.2. Quotations are valid for the period identified in the Quotation.
2.3. Prices quoted are exclusive of Goods and Services Tax (“GST”) or value added tax (“VAT”) (as the case
may be) or any other sales taxes, levies and duties, unless stated otherwise.
3. PURCHASE ORDER
3.1 Customer shall provide IPI Packers with a purchase order (the “Purchase Order”) specifying details including, but not limited to:
3.1.1 in the case of a rental of the Goods:
- products to be rented;
- commencement date of the rental period;
- minimum length of the rental period, as specified in the Quotation;
- delivery arrangements for the Goods; and
- location at which the rented Goods are to be used; or
3.1.2 in the case of a sale of the Goods:
- products to be supplied;
- services to be supplied;
- date of sale and purchase of the Goods;
- delivery arrangements for the Goods;
- third party inspection;
- special product markings;
- shipping documentation requirements; and any other
3.2 IPI Packers may, in its sole discretion, accept or reject any Purchase IPI Packers shall accept the Purchase Order by way of written confirmation. No Purchase Order is binding on IPI Packers unless accepted by IPI Packers as provided in these Terms and Conditions.
3.3 IPI Packers shall rent out or sell the Goods detailed in the Purchase Order (as the case may be), subject to these Terms and Conditions and the terms and conditions contained in the In the event of any conflict between the provisions of these Terms and Conditions and the Quotation, the provisions of the Quotation shall prevail.
4. DELIVERY
4.1 The terms and conditions governing the delivery of the Goods are as stated in the Quotation. The Quotation shall identify, amongst other things, the International Commercial Terms (“Incoterms”) that are applicable to the shipment of the Goods
4.2 Unless the Quotation specifies otherwise, the following shall also apply:
4.2.1 Where IPI Packers organises freight, the goods are covered by IPI Packers’ freight insurance (unless otherwise notified) to the place in the shipping route organised by IPI Packers.
4.2.2 The Customer is responsible for all liabilities of importing, storage, taxes and any other fees or consequential costs beyond the place in the shipping route organised by IPI Packers.
4.2.3 Freight charges, shipping boxes and incidentals shall normally be included and items used on the invoice for the rental or sale of the Goods (as the case may be).
4.2.4 The Customer may organise its own freight pick up from IPI Packers’ premises, in which case IPI Packers reserves the right to charge for storage, in the event the Goods are not collected as arranged by the Customer within fourteen (14) days of the arranged date.
5. QUALITY STANDARDS, INSPECTION & TESTING
5.1 IPI Packers shall comply with the standards of quality specified in the Quotation. IPI Packers shall also comply with its own ISO9001:2015 quality standards.
5.2 The Customer has the right to inspect, examine, and test the Goods prior to shipping at IPI Packers’ premises at a time to be arranged between the Parties.
5.3 The Customer acknowledges and agrees that such inspection, examination or test of the Goods may cause possible delays to the delivery schedule and an increase in the price of the The Customer agrees and accepts any such delays and increase in the price of the Goods.
5.4 The Customer shall be deemed to have accepted the quality and condition of the Goods unless it notifies IPI Packers within three (3) working days of receipt of the Goods in the event it identifies that there is evidence of damage to the Goods or that the Goods fail to meet the requirements of the Purchase Order and the standards of quality as stated in the Quotation.
5.5 In the event that any reasonable inspection or test indicates that the Goods fail to meet the requirements of the Purchase Order or the standards of quality as stated in the Quotation and IPI Packers, in its sole discretion, confirms the results of the inspection or test, IPI Packers shall take steps to rectify the failure at its cost. Upon completion of the rectification, IPI Packers shall notify the Customer of the availability of the Goods and the Customer or IPI Packers (as the case may be) shall arrange for delivery of the Goods.
5.6 Subject to the Customer’s rights under this clause 5, no delay in the shipment or delivery of the Goods relieves the Customer of its obligations under the Purchase Order and these Terms and Conditions, including taking delivery of the Goods per the accepted Purchase Order.
6. PRICING & PAYMENT
6.1 The terms and conditions governing the pricing and payment for the Goods are as stated in the
6.2 Any payments by credit card made by the Customer that are debited back are repayable by the Customer to IPI Packers within seven (7) days of such debit by direct transfer.
6.3 A charge of 2% per month calculated daily and compounded monthly shall be charged on overdue payments. The Customer shall indemnify IPI Packers and be liable for any costs of enforcement or recovering any overdue payments or monies in relation to the Goods, including, but not limited to IPI Packers’ legal fees on an indemnity basis.
7. VARIATIONS, CANCELLATIONS & RETURNS
7.1 Variations or amendments to an accepted Quotation or contract, are subject to the written consent of IPI Packers and any additional costs incurred as a result of or in connection to the variation or amendment shall be solely borne by the Customer.
7.2 Purchase Orders once placedand accepted by IPI Packers may be amended only with IPI Packers’ written consent and any additional costs incurred as a result of or in connection with the variation or amendment shall be solely borne by the Customer.
7.3 Purchase Orders once placed and accepted by IPI Packers may be cancelled only with IPI Packers’ written consent. In the event of any cancellation at the Customer’s request and accepted by IPI Packers, IPI Packers reserves the right to impose a cancellation charge of an amount equal to: (a) where the Goods consist of standard equipment, up to 50% of; and (b) where the Goods consist of nonstandard or special equipment, up to 100% of, the full contract price, before any discount, for the Goods as stated in the Quotation.
7.4 IPI Packers reserves the right to make substitutions or design and construction modifications to the Goods provided that such changes do not affect the performance of the Goods.
7.5 The Goods rented by the Customer from IPI Packers may include spare parts. Subject to clauses 7.7 and 7.8 and the written consent of IPI Packers, such spare parts are supplied to the Customer on consignment and may be returned with the Goods for credit.
7.6 Subject to clauses 7.7 and 7.8 and the written consent of IPI Packers, Products purchased by the Customer from IPI Packers may be returned for credit within ninety (90) days from the date of sale and purchase of the Goods as stated in the Purchase Order.
7.7 The returned Goods or spare parts must be, as determined by IPI Packers in its sole discretion, unused, in a substantially new condition, and a normally stocked item. IPI Packers reserves the right to charge a minimum restocking fee of 20% of the list price of the returned Goods or spare parts plus any freight costs incurred by IPI Packers for the inspection and testing of the returned Goods or spare parts.
7.8 Where IPI Packers consents to the return of the Goods or spare parts, it shall raise a Return Authority and the Return Authority number shall be quoted by the Customer on or along with any claim documentation sent with the returned Goods or spare parts. The returned Goods or spare parts shall be sent by the Customer to IPI Packers by freight pre-paid or otherwise as directed by IPI Packers, and carried by IPI Packers’ nominated carrier.
7.9 In the event that none of the Goods or spare parts are returned by the Customer to IPI Packers or are returned in an unserviceable condition, partially or fully, due to reasons, including but not limited to, being lost in hole, lost in transit or only partly recovered from fishing, the purchase price or replacement price stated in the Quotation, of the Goods or spare parts, shall become immediately due and payable by the Customer to IPI Packers upon provision of written notice by IPI Packers to the
8. RETENTION OF TITLE
8.1 In the case of a rental of the Goods by the Customer, the Goods shall at all times remain the property of IPI Packers and the Customer shall have no right, title or interest in or to the Goods (save for the right to possession and use of the Goods subject to these Terms and Conditions and the terms and conditions contained in the Quotation).
8.2 In the case of a sale of the Goods, title to the Goods shall not pass to the Customer until IPI Packers receives payment in full (in cash or cleared funds) for the Goods and any other goods that IPI Packers has supplied to the Customer, including all applicable GST or VAT and other taxes, levies and duties, in respect of which payment has become due.
8.3 The risk of loss, theft, damage or destruction of the Goods shall pass to the Customer on delivery in accordance with the Incoterms as stated in the Quotation, and in the case of a rental of the Goods by the Customer, the Goods shall remain at the sole risk of the Customer during the rental period and any further term during which the Goods are in the possession, custody or control of the Customer until such time as the Goods are redelivered to IPI Packers. For avoidance of doubt, the Customer shall be liable for and shall indemnify IPI Packers for any damage or loss caused to the Goods during the rental
8.4 Until title to the Goods has passed to the Customer, the Goods shall not be sold by the Customer without the prior written consent of IPI Where the Goods are sold by the Customer with the consent of IPI Packers or in contravention of this clause, the Customer shall be taken to hold the proceeds of any such sale of the Goods upon trust for IPI Packers and to account to IPI Packers for the proceeds.
8.5 Any payments, including rental payments or otherwise, made by or on behalf of the Customer, which is subsequently avoided by the application of applicable laws, shall be deemed not to discharge IPI Packers’ title to the Goods nor the Customer’s indebtedness to IPI Packers and, in such an event, the Parties are to be restored to the position which each Party would have had been if the avoided payment had not been made.
8.6 The Customer acknowledges and agrees that it is in possession of the Goods solely as bailee, in the case of a rental of the Goods, regardless of the making of rental payments, and in the case of a sale of the Goods, until such time as title passes to the Customer, and as such or until such time (as the case may be):
8.6.1 the Customer shall not underlet or lend the Goods, or create or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
8.6.2 the Customer shall store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as IPI Packers’ property;
8.6.3 the Customer shall not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
8.6.4 the Customer shall permit IPI Packers or its duly authorised representative to inspect the Goods at all reasonable times and for such purpose to enter on the site or any premises at which the Goods may be located, and shall grant reasonable access and facilities for such inspection; and
8.6.5 the Customer shall not do or permit to be done any act or thing which will or may jeopardise IPI Packers’ right, title or interest in the Goods.
8.7 IPI Packers may recover the Goods in which title has not passed to the Customer. The Customer irrevocably grants to IPI Packers, its officers, employees and agents, the right, at its sole discretion, to enter any premises of the Customer to remove or repossess any Goods from the Customer in which property has not passed to the Customer. IPI Packers shall not be liable to the Customer or any other person claiming through the Customer for its actions taken under this clause.
8.8 Until title to the Goods has passed to the Customer, if the Customer commits an act of bankruptcy, enters into any form of administration or liquidation, makes any composition or arrangement with its creditors, ceases to carry on business or breaches any fundamental clause of these Terms and Conditions, then IPI Packers may, without prejudice to any other remedies it may have, repossess any Goods rented, sold and/or delivered to the Customer (as the case may be) on any account (or in the case of a sale of the Goods, on any account which has not been paid in accordance with these Terms and Conditions) and commence proceedings to recover the balance of any monies owing by the Customer to IPI Packers.
9. INTELLECTUAL PROPERTY
9.1. The Customer warrants that any design or instruction furnished by the Customer to IPI Packers and the execution by IPI Packers of the Customer’s Order based on such design or instruction furnished by the Customer does not infringe the rights (including Intellectual Property rights) of any person.
9.2. All Intellectual Property rights in and to the Goods shall at all times remain with IPI Packers, and the rental or sale of the Goods by IPI Packers to the Customer (as the case may be) shall not be deemed to transfer ownership of or confer on the Customer any licence or right to use or exploit, the Intellectual Property rights in and to the Goods.
9.3. Subject to clause 9.4, IPI Packers may grant the Customer a non-exclusive, non-transferable, and non-sublicensable license to use the Intellectual Property rights in and to the Goods solely in connection with the rental of the Goods or solely in connection with the advertising promoting or selling of the Goods (as the case may be), and any such use shall be, as determined by IPI Packers in its sole discretion, to the benefit of IPI Packers and/or its affiliates.
9.4. Where the Customer is granted a licence under clause 9.3, the Customer shall not alter, modify, dilute or otherwise misuse the Intellectual Property rights in and to the Goods or bring them into disrepute. The Customer shall promptly discontinue the use of the Intellectual Property rights in and to the Goods when requested by IPI Packers. All goodwill arising from the use of the Intellectual Property rights in and to the Goods by the Customer shall inure to the benefit of IPI Packers.
9.5. In no event shall the Customer or its affiliates file any application to register any Intellectual Property rights in and to the Goods, challenge IPI Packers’ Intellectual Property rights in and to the Goods or take any action inconsistent with the above.
9.6. The Customer shall not, and shall not permit any third party, to analyse, disassemble, decompile, reverse engineer or attempt to reconstruct, identify or discover any underlying ideas, intellectual property, techniques, trade secrets and/or know- how in the Goods by any means whatsoever, except as otherwise permitted in writing by IPI Packers or under the applicable law.
9.7. IPI Packers warrants that, to the best of its knowledge, the Goods do not infringe any registered Intellectual Property rights. To the extent that infringement of such rights is procured by the Customer, IPI Packers shall not be liable and shall have no obligation to the Customer in respect of such infringement. To the extent that the infringement of such rights is due to the gross negligence of IPI Packers, IPI Packers shall bear all resulting damages and costs. If possible and without any additional responsibility, IPI Packers shall assist the Customer in designing or acquiring alternative goods that comply with the Purchase Order and avoid infringement of such rights.
10. SPECIFICATIONS, PLANS, DRAWINGS, PATTERNS, ETC
10.1. Any specifications, plans, drawings, patterns or designs supplied by the Customer to IPI Packers in connection with the Purchase Order shall remain the property of the Customer.
10.2. IPI Packers retains all copyright in all materials supplied to the Customer and nothing contained herein shall serve to transfer ownership of any copyright from IPI Packers to the Customer.
10.3. The Customer shall have the right to use the drawings, specifications, calculations and other documents of IPI Packers.
11. CONFIDENTIALITY
11.1. Each Party (the “Receiving Party”) undertakes to keep confidential and at all times not disclose publicly or to any third party without the prior written consent of the other Party (the “Disclosing Party”):
11.1.1. any confidential information concerning the business, affairs, customers, clients or suppliers of the Disclosing Party;
11.1.2. any confidential information and materials comprising or relating to Intellectual Property rights, trade secrets or other sensitive or proprietary information of the Disclosing Party;
11.1.3. any information, drawings, data and documentation furnished by the Disclosing Party in connection with the Purchase Order or made known to the Receiving Party through the performance of its obligations under the Purchase Order; and
11.1.4. the existence and subject matter of the Quotation, the Purchase Order, these Terms and Conditions and all other agreements entered into pursuant to any of the foregoing,
(collectively, the “Confidential Information”).
11.2. Confidential Information does not include information that at the time of disclosure:
11.2.1. is or becomes publicly available other than as a result of, directly or indirectly, any breach of these Terms and Conditions;
11.2.2. already lawfully known to or independently developed by the Receiving Party without access to or use of such Confidential Information, as shown by contemporaneous documentary evidence;
11.2.3. is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; or
11.2.4. is required to be disclosed pursuant to applicable law, any governmental or regulatory body or any recognised stock exchange on which the shares of any Party are listed, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement and cooperates with the Disclosing Party, at the expense of the Disclosing Party, to challenge such requirement.
11.3. The Receiving Party shall restrict disclosure of Confidential Information to its employees and sub- contractors on a need-to-know basis only for the purposes of performing its obligations under the Purchase Order and these Terms and Conditions and shall procure that its employees and sub- contractors are bound by written non-use and non-disclosure obligations no less restrictive than those set out in this clause 11.
11.4. The obligations contained in this clause 11 shall endure, even after the completion of the obligations of the Parties under the Purchase Order, without limit in point of time except and until any Confidential Information enters the public domain as set out above.
12. WARRANTY
12.1. IPI Packers warrants that on delivery:
12.1.1. the Goods shall substantially conform to their specification and be fit for the purpose as stated in the Quotation; and
12.1.2. in the case of a sale of the Goods, and for a period of twelve (12) months from the date of shipment of the Goods (the “Defects Liability Period”), the Goods shall be free from material defects in design, material and workmanship.
12.2. If during the Defects Liability Period any Goods are found to be defective on account of faulty materials, workmanship or design solely attributable to IPI Packers, the Goods shall be promptly returned to IPI Packers at the Customer’s sole cost for inspection and determination as to the defect and assessment at IPI Packers’ sole discretion as to whether the Goods are warrantable or not. In the event that IPI Packers determines that the Goods are warrantable, IPI Packers shall repairor replace them at IPI Packers’ own cost. For the avoidance of doubt, IPI Packers accepts no incidental, consequential or contingent liability for any defective Goods under any circumstances.
12.3. IPI Packers shall not be liable for the Good’s failure to comply with the warranty set out in clause 12.1
if:
12.3.1. the defect arises because the Customer failed to follow IPI Packers’ oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
12.3.2. the defect arises as a result of IPI Packers following or utilising any drawing, design, materials, request or instruction furnished or made by the Customer;
12.3.3. the Goods have been reconstructed, altered or repaired without the written consent of IPI Packers;
12.3.4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
12.3.5. the Goods differ from their specification as stated in the Quotation as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
12.4. The Customer warrants that
12.4.1. for legal persons, it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation, registration or organisation;
12.4.2. it has full right and authority to enter into and perform its obligations under the Purchase Order and these Terms and Conditions;
12.4.3. it is in compliance with all applicable laws relating to the Purchase Order, these Terms and Conditions, the Goods and the operation of its business; and
12.4.4. it is solvent and is able to pay all of its debts as they become due.
13. INDEMNIFICATION
13.1. The Customer undertakes to indemnify IPI Packers from and against any and all claims, liabilities, damages, penalties, fines, sanctions, costs and expenses of any nature and kind whatsoever that are demanded, threatened or asserted against IPI Packers or that are suffered or incurred by IPI Packers as a result of:
13.1.1. any actual or alleged infringement or unauthorised use of Intellectual Property rights under clause 9.1 pursuant to the design or instruction furnished by the Customer;
13.1.2. any breach by the Customer of its obligations or the provisions set out in these Terms and Conditions or the Quotation;
13.1.3. wilful misconduct or negligence in the performance by the Customer of its obligations or the provisions set out in these Terms and Conditions or the Quotation; and/or
13.1.4. any actual or alleged misrepresentation with regard to claims, representations and statements made by the Customer.
14. FORCE MAJEURE
14.1. The term “Force Majeure” means any of the following events or circumstances, or any combination of such events or circumstances, which are beyond the reasonable control of the affected Party, which could not have been prevented by good practice or by the exercise of reasonable skill and care and which or any consequences of which, have a material and adverse effect upon the full or part performance of the affected Party and its obligations under the Purchase Order:
14.2. war (whether declared or not), act of terrorism hostilities, epidemics, pandemics, riots, earthquake,typhoon, cyclone, flood, inundation, landslide, fire, explosion, strike by a national category of workers, acts of God, delay, and suspension and stoppage of work caused by governmental action.
14.4. If the Force Majeure event prevents, hinders or delays the affected Party’s performance of its obligations for a continuous period of more than ninety (90) days, the Party not affected by the Force Majeure event may terminate the Purchase Order by giving sixty (60) days written notice to the affected Party.
14.5. Any delay or failure in performance by either Party shall not give rise to any claim for damages or loss of anticipated profits to the extent such delay or failure is caused by a Force Majeure event.
14.3. Upon the occurrence of any Force Majeure event, the Party so affected in the discharge of its obligations shall promptly, but no later than ten (10) days, give written notice of such event to the other Party. The affected Party shall make every reasonable effort to remove or remedy the cause of such Force Majeure event or mitigate its effect as quickly as possible. If such occurrence results in the suspension of all or part of its obligations for a continuous period of more than thirty (30) days, the Parties shall meet and determine the measures to be taken.
15. GOVERNING LAW & ARBITRATION
15.1. The Parties shall, in the first instance, attempt to resolve any disputes arising out of or in connection with the Purchase Order and these Terms and Conditions through good faith negotiations. Notwithstanding the foregoing, any dispute not resolved within the earlier of thirty (30) days of the commencement of such negotiations or sixty (60) days after the first notification of the existence of a dispute by a Party may be referred to and finally resolved by arbitration by either Party. Arbitration shall be administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
15.2. The Purchase Order and these Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Singapore.
16. GENERAL
16.1. If any provision of these Terms and Conditions is determined to be illegal, invalid or unenforceable in anyrelevant jurisdiction, such provision shall be fully severable and these Terms and Conditions shall be construed as if the said provision had never been a part of these Terms and Conditions and the remainingprovisions of these Terms and Conditions shall remain in full force and effect.
16.2. Neither Party may assign its rights or obligations under these Terms and Conditions without the writtenapproval of the other Party, which approval shall not unreasonably be withheld.
16.3. The Parties agree that the Customer’s acceptance of IPI Packers’ Quotation as evidenced by an issue of a Purchase Order shall be explicit evidence of the Customer’s acceptance of these Terms and Conditions.
16.4. Clauses 9, 11 and 13 shall survive any expiration or termination of the Purchase Order or these Terms and Conditions for any reason.
17. PRIVACY
17.1. The Customer hereby authorises IPI Packers to collect, retain, record, use and disclose consumer and/or commercial information about the Customer, in accordance with applicable laws and regulations relating to the collection, storage, transfer, disclosure, use or processing of such information.
17.2. Subject to the applicable laws, IPI Packers may provide information about the Customer to a credit reporting agency for the purposes of obtainingconsumer and commercial credit reports and/or lodging consumer and commercial defaults on the Customer’s credit file.
18. NON-SOLICITATION AND CONTACT
The Customer agrees to not approach any of the employees, contractors, customers, suppliers, shareholders, financiers or any third party associated with IPI Packers or any such parties that have been associated with IPI Packers during the six (6) months immediately prior to the date of the Quotation in relation to any Confidential Information or trade secret regarding the Goods, unless the Customer has obtained the prior written approval of IPI Packers or as otherwise permitted under applicable law.
19. VARIATION
These Terms and Conditions may be varied from time to time at IPI Packers’ sole discretion.
1.INTERPRETATION
Except to the extent that such interpretation is excluded by or repugnant to the context, the following terms shall have the following meaning
1.1. Affiliated Company means any company controlled by, controlling or under common control with IPI Packers, and Affiliated Companies has a corresponding meaning;
1.2. “Bankrupt” means and includes the situation where a bankruptcy application has been made against the Customer or where execution has been levied upon the whole or any part of the assets of the Customer and, in respect of a Customer who is an individual, the situation where the Customer has committed an act of bankruptcy or is or becomes bankrupt or subject to any deed of assignment, arrangement or composition with his creditors, in accordance with the applicable bankruptcy laws and in respect of a Customer who is a corporation, the situation where the Customer is wound up or is the subject of the presentation of a petition or the making of an order or the passing of a resolution for its winding up, or is placed under official management, or causes a meeting of its creditors to be summoned for the purpose of placing it under official management, or has a receiver or receiver and manager appointed in respect of all or any part of its assets, or has an inspector appointed in respect to all or any part of its affairs or is subject to an application for any such appointment, or has a compromise or arrangement proposed between itself and its creditors or any class of them;
1.3. “Customer” (and “you”) means the legal entity renting or purchasing the Goods from IPI Packers (as the case may be);
1.4. “Goods” means the goods under the rental agreement and/or the goods and/or services under the sale and purchase agreement (as the case may be).
1.5. “IPI Packers” (and “us”) means IPI Trading Pte. Ltd. (UEN 200817144H), a company incorporated in Singapore, with its registered address at 190 Middle Road #14-05, Singapore 188979 or an Affiliated Company;
1.6. “Intellectual Property” means all intellectual property rights, whether registered or not, including pending applications for registration of such rights and the right to apply for registration or extension of such rights including patents, petty patents, utility models, design patents, designs, copyright (including moral rights and neighbouring rights), database rights, rights in integrated circuits and other sui generis rights, trade marks, trading names, company names, service marks, logos, the get-up of products and packaging, geographical indications and appellations and other signs used in trade, internet domain names, social media user names, rights in know-how and any rights of the same or similar effect or nature as any of the foregoing anywhere in the world;
1.7. “Order” and “Purchase Order” means a written instruction from the Customer to IPI Packers to rent or sell the Goods to the Customer (as the case may be) or a written acceptance by the Customer in response to a Quotation from IPI Packers, in both cases specifying the details as set out in clause 3.1;
1.8. “Quotation” means a written quotation given by IPI Packers to the Customer in response to a request from the Customer to rent or purchase the Goods (as the case may be) and setting out the price of renting or purchasing the Goods (as the case may be); and
1.9 “Terms and Conditions” means these Terms and Conditions as amended or varied from time to.
2. PRICES AND QUOTATION
2.1. IPI Packers shall provide a Quotation to the Customer upon reasonable request.
2.2. Quotations are valid for the period identified in the Quotation.
2.3. Prices quoted are exclusive of Goods and Services Tax (“GST”) or value added tax (“VAT”) (as the case
may be) or any other sales taxes, levies and duties, unless stated otherwise.
3. PURCHASE ORDER
3.1 Customer shall provide IPI Packers with a purchase order (the “Purchase Order”) specifying details including, but not limited to:
3.1.1 in the case of a rental of the Goods:
- products to be rented;
- commencement date of the rental period;
- minimum length of the rental period, as specified in the Quotation;
- delivery arrangements for the Goods; and
- location at which the rented Goods are to be used; or
3.1.2 in the case of a sale of the Goods:
- products to be supplied;
- services to be supplied;
- date of sale and purchase of the Goods;
- delivery arrangements for the Goods;
- third party inspection;
- special product markings;
- shipping documentation requirements; and any other
3.2 IPI Packers may, in its sole discretion, accept or reject any Purchase IPI Packers shall accept the Purchase Order by way of written confirmation. No Purchase Order is binding on IPI Packers unless accepted by IPI Packers as provided in these Terms and Conditions.
3.3 IPI Packers shall rent out or sell the Goods detailed in the Purchase Order (as the case may be), subject to these Terms and Conditions and the terms and conditions contained in the In the event of any conflict between the provisions of these Terms and Conditions and the Quotation, the provisions of the Quotation shall prevail.
4. DELIVERY
4.1 The terms and conditions governing the delivery of the Goods are as stated in the Quotation. The Quotation shall identify, amongst other things, the International Commercial Terms (“Incoterms”) that are applicable to the shipment of the Goods
4.2 Unless the Quotation specifies otherwise, the following shall also apply:
4.2.1 Where IPI Packers organises freight, the goods are covered by IPI Packers’ freight insurance (unless otherwise notified) to the place in the shipping route organised by IPI Packers.
4.2.2 The Customer is responsible for all liabilities of importing, storage, taxes and any other fees or consequential costs beyond the place in the shipping route organised by IPI Packers.
4.2.3 Freight charges, shipping boxes and incidentals shall normally be included and items used on the invoice for the rental or sale of the Goods (as the case may be).
4.2.4 The Customer may organise its own freight pick up from IPI Packers’ premises, in which case IPI Packers reserves the right to charge for storage, in the event the Goods are not collected as arranged by the Customer within fourteen (14) days of the arranged date.
5. QUALITY STANDARDS, INSPECTION & TESTING
5.1 IPI Packers shall comply with the standards of quality specified in the Quotation. IPI Packers shall also comply with its own ISO9001:2015 quality standards.
5.2 The Customer has the right to inspect, examine, and test the Goods prior to shipping at IPI Packers’ premises at a time to be arranged between the Parties.
5.3 The Customer acknowledges and agrees that such inspection, examination or test of the Goods may cause possible delays to the delivery schedule and an increase in the price of the The Customer agrees and accepts any such delays and increase in the price of the Goods.
5.4 The Customer shall be deemed to have accepted the quality and condition of the Goods unless it notifies IPI Packers within three (3) working days of receipt of the Goods in the event it identifies that there is evidence of damage to the Goods or that the Goods fail to meet the requirements of the Purchase Order and the standards of quality as stated in the Quotation.
5.5 In the event that any reasonable inspection or test indicates that the Goods fail to meet the requirements of the Purchase Order or the standards of quality as stated in the Quotation and IPI Packers, in its sole discretion, confirms the results of the inspection or test, IPI Packers shall take steps to rectify the failure at its cost. Upon completion of the rectification, IPI Packers shall notify the Customer of the availability of the Goods and the Customer or IPI Packers (as the case may be) shall arrange for delivery of the Goods.
5.6 Subject to the Customer’s rights under this clause 5, no delay in the shipment or delivery of the Goods relieves the Customer of its obligations under the Purchase Order and these Terms and Conditions, including taking delivery of the Goods per the accepted Purchase Order.
6. PRICING & PAYMENT
6.1 The terms and conditions governing the pricing and payment for the Goods are as stated in the
6.2 Any payments by credit card made by the Customer that are debited back are repayable by the Customer to IPI Packers within seven (7) days of such debit by direct transfer.
6.3 A charge of 2% per month calculated daily and compounded monthly shall be charged on overdue payments. The Customer shall indemnify IPI Packers and be liable for any costs of enforcement or recovering any overdue payments or monies in relation to the Goods, including, but not limited to IPI Packers’ legal fees on an indemnity basis.
7. VARIATIONS, CANCELLATIONS & RETURNS
7.1 Variations or amendments to an accepted Quotation or contract, are subject to the written consent of IPI Packers and any additional costs incurred as a result of or in connection to the variation or amendment shall be solely borne by the Customer.
7.2 Purchase Orders once placedand accepted by IPI Packers may be amended only with IPI Packers’ written consent and any additional costs incurred as a result of or in connection with the variation or amendment shall be solely borne by the Customer.
7.3 Purchase Orders once placed and accepted by IPI Packers may be cancelled only with IPI Packers’ written consent. In the event of any cancellation at the Customer’s request and accepted by IPI Packers, IPI Packers reserves the right to impose a cancellation charge of an amount equal to: (a) where the Goods consist of standard equipment, up to 50% of; and (b) where the Goods consist of nonstandard or special equipment, up to 100% of, the full contract price, before any discount, for the Goods as stated in the Quotation.
7.4 IPI Packers reserves the right to make substitutions or design and construction modifications to the Goods provided that such changes do not affect the performance of the Goods.
7.5 The Goods rented by the Customer from IPI Packers may include spare parts. Subject to clauses 7.7 and 7.8 and the written consent of IPI Packers, such spare parts are supplied to the Customer on consignment and may be returned with the Goods for credit.
7.6 Subject to clauses 7.7 and 7.8 and the written consent of IPI Packers, Products purchased by the Customer from IPI Packers may be returned for credit within ninety (90) days from the date of sale and purchase of the Goods as stated in the Purchase Order.
7.7 The returned Goods or spare parts must be, as determined by IPI Packers in its sole discretion, unused, in a substantially new condition, and a normally stocked item. IPI Packers reserves the right to charge a minimum restocking fee of 20% of the list price of the returned Goods or spare parts plus any freight costs incurred by IPI Packers for the inspection and testing of the returned Goods or spare parts.
7.8 Where IPI Packers consents to the return of the Goods or spare parts, it shall raise a Return Authority and the Return Authority number shall be quoted by the Customer on or along with any claim documentation sent with the returned Goods or spare parts. The returned Goods or spare parts shall be sent by the Customer to IPI Packers by freight pre-paid or otherwise as directed by IPI Packers, and carried by IPI Packers’ nominated carrier.
7.9 In the event that none of the Goods or spare parts are returned by the Customer to IPI Packers or are returned in an unserviceable condition, partially or fully, due to reasons, including but not limited to, being lost in hole, lost in transit or only partly recovered from fishing, the purchase price or replacement price stated in the Quotation, of the Goods or spare parts, shall become immediately due and payable by the Customer to IPI Packers upon provision of written notice by IPI Packers to the
8. RETENTION OF TITLE
8.1 In the case of a rental of the Goods by the Customer, the Goods shall at all times remain the property of IPI Packers and the Customer shall have no right, title or interest in or to the Goods (save for the right to possession and use of the Goods subject to these Terms and Conditions and the terms and conditions contained in the Quotation).
8.2 In the case of a sale of the Goods, title to the Goods shall not pass to the Customer until IPI Packers receives payment in full (in cash or cleared funds) for the Goods and any other goods that IPI Packers has supplied to the Customer, including all applicable GST or VAT and other taxes, levies and duties, in respect of which payment has become due.
8.3 The risk of loss, theft, damage or destruction of the Goods shall pass to the Customer on delivery in accordance with the Incoterms as stated in the Quotation, and in the case of a rental of the Goods by the Customer, the Goods shall remain at the sole risk of the Customer during the rental period and any further term during which the Goods are in the possession, custody or control of the Customer until such time as the Goods are redelivered to IPI Packers. For avoidance of doubt, the Customer shall be liable for and shall indemnify IPI Packers for any damage or loss caused to the Goods during the rental
8.4 Until title to the Goods has passed to the Customer, the Goods shall not be sold by the Customer without the prior written consent of IPI Where the Goods are sold by the Customer with the consent of IPI Packers or in contravention of this clause, the Customer shall be taken to hold the proceeds of any such sale of the Goods upon trust for IPI Packers and to account to IPI Packers for the proceeds.
8.5 Any payments, including rental payments or otherwise, made by or on behalf of the Customer, which is subsequently avoided by the application of applicable laws, shall be deemed not to discharge IPI Packers’ title to the Goods nor the Customer’s indebtedness to IPI Packers and, in such an event, the Parties are to be restored to the position which each Party would have had been if the avoided payment had not been made.
8.6 The Customer acknowledges and agrees that it is in possession of the Goods solely as bailee, in the case of a rental of the Goods, regardless of the making of rental payments, and in the case of a sale of the Goods, until such time as title passes to the Customer, and as such or until such time (as the case may be):
8.6.1 the Customer shall not underlet or lend the Goods, or create or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
8.6.2 the Customer shall store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as IPI Packers’ property;
8.6.3 the Customer shall not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
8.6.4 the Customer shall permit IPI Packers or its duly authorised representative to inspect the Goods at all reasonable times and for such purpose to enter on the site or any premises at which the Goods may be located, and shall grant reasonable access and facilities for such inspection; and
8.6.5 the Customer shall not do or permit to be done any act or thing which will or may jeopardise IPI Packers’ right, title or interest in the Goods.
8.7 IPI Packers may recover the Goods in which title has not passed to the Customer. The Customer irrevocably grants to IPI Packers, its officers, employees and agents, the right, at its sole discretion, to enter any premises of the Customer to remove or repossess any Goods from the Customer in which property has not passed to the Customer. IPI Packers shall not be liable to the Customer or any other person claiming through the Customer for its actions taken under this clause.
8.8 Until title to the Goods has passed to the Customer, if the Customer commits an act of bankruptcy, enters into any form of administration or liquidation, makes any composition or arrangement with its creditors, ceases to carry on business or breaches any fundamental clause of these Terms and Conditions, then IPI Packers may, without prejudice to any other remedies it may have, repossess any Goods rented, sold and/or delivered to the Customer (as the case may be) on any account (or in the case of a sale of the Goods, on any account which has not been paid in accordance with these Terms and Conditions) and commence proceedings to recover the balance of any monies owing by the Customer to IPI Packers.
9. INTELLECTUAL PROPERTY
9.1. The Customer warrants that any design or instruction furnished by the Customer to IPI Packers and the execution by IPI Packers of the Customer’s Order based on such design or instruction furnished by the Customer does not infringe the rights (including Intellectual Property rights) of any person.
9.2. All Intellectual Property rights in and to the Goods shall at all times remain with IPI Packers, and the rental or sale of the Goods by IPI Packers to the Customer (as the case may be) shall not be deemed to transfer ownership of or confer on the Customer any licence or right to use or exploit, the Intellectual Property rights in and to the Goods.
9.3. Subject to clause 9.4, IPI Packers may grant the Customer a non-exclusive, non-transferable, and non-sublicensable license to use the Intellectual Property rights in and to the Goods solely in connection with the rental of the Goods or solely in connection with the advertising promoting or selling of the Goods (as the case may be), and any such use shall be, as determined by IPI Packers in its sole discretion, to the benefit of IPI Packers and/or its affiliates.
9.4. Where the Customer is granted a licence under clause 9.3, the Customer shall not alter, modify, dilute or otherwise misuse the Intellectual Property rights in and to the Goods or bring them into disrepute. The Customer shall promptly discontinue the use of the Intellectual Property rights in and to the Goods when requested by IPI Packers. All goodwill arising from the use of the Intellectual Property rights in and to the Goods by the Customer shall inure to the benefit of IPI Packers.
9.5. In no event shall the Customer or its affiliates file any application to register any Intellectual Property rights in and to the Goods, challenge IPI Packers’ Intellectual Property rights in and to the Goods or take any action inconsistent with the above.
9.6. The Customer shall not, and shall not permit any third party, to analyse, disassemble, decompile, reverse engineer or attempt to reconstruct, identify or discover any underlying ideas, intellectual property, techniques, trade secrets and/or know- how in the Goods by any means whatsoever, except as otherwise permitted in writing by IPI Packers or under the applicable law.
9.7. IPI Packers warrants that, to the best of its knowledge, the Goods do not infringe any registered Intellectual Property rights. To the extent that infringement of such rights is procured by the Customer, IPI Packers shall not be liable and shall have no obligation to the Customer in respect of such infringement. To the extent that the infringement of such rights is due to the gross negligence of IPI Packers, IPI Packers shall bear all resulting damages and costs. If possible and without any additional responsibility, IPI Packers shall assist the Customer in designing or acquiring alternative goods that comply with the Purchase Order and avoid infringement of such rights.
10. SPECIFICATIONS, PLANS, DRAWINGS, PATTERNS, ETC
10.1. Any specifications, plans, drawings, patterns or designs supplied by the Customer to IPI Packers in connection with the Purchase Order shall remain the property of the Customer.
10.2. IPI Packers retains all copyright in all materials supplied to the Customer and nothing contained herein shall serve to transfer ownership of any copyright from IPI Packers to the Customer.
10.3. The Customer shall have the right to use the drawings, specifications, calculations and other documents of IPI Packers.
11. CONFIDENTIALITY
11.1. Each Party (the “Receiving Party”) undertakes to keep confidential and at all times not disclose publicly or to any third party without the prior written consent of the other Party (the “Disclosing Party”):
11.1.1. any confidential information concerning the business, affairs, customers, clients or suppliers of the Disclosing Party;
11.1.2. any confidential information and materials comprising or relating to Intellectual Property rights, trade secrets or other sensitive or proprietary information of the Disclosing Party;
11.1.3. any information, drawings, data and documentation furnished by the Disclosing Party in connection with the Purchase Order or made known to the Receiving Party through the performance of its obligations under the Purchase Order; and
11.1.4. the existence and subject matter of the Quotation, the Purchase Order, these Terms and Conditions and all other agreements entered into pursuant to any of the foregoing,
(collectively, the “Confidential Information”).
11.2. Confidential Information does not include information that at the time of disclosure:
11.2.1. is or becomes publicly available other than as a result of, directly or indirectly, any breach of these Terms and Conditions;
11.2.2. already lawfully known to or independently developed by the Receiving Party without access to or use of such Confidential Information, as shown by contemporaneous documentary evidence;
11.2.3. is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; or
11.2.4. is required to be disclosed pursuant to applicable law, any governmental or regulatory body or any recognised stock exchange on which the shares of any Party are listed, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement and cooperates with the Disclosing Party, at the expense of the Disclosing Party, to challenge such requirement.
11.3. The Receiving Party shall restrict disclosure of Confidential Information to its employees and sub- contractors on a need-to-know basis only for the purposes of performing its obligations under the Purchase Order and these Terms and Conditions and shall procure that its employees and sub- contractors are bound by written non-use and non-disclosure obligations no less restrictive than those set out in this clause 11.
11.4. The obligations contained in this clause 11 shall endure, even after the completion of the obligations of the Parties under the Purchase Order, without limit in point of time except and until any Confidential Information enters the public domain as set out above.
12. WARRANTY
12.1. IPI Packers warrants that on delivery:
12.1.1. the Goods shall substantially conform to their specification and be fit for the purpose as stated in the Quotation; and
12.1.2. in the case of a sale of the Goods, and for a period of twelve (12) months from the date of shipment of the Goods (the “Defects Liability Period”), the Goods shall be free from material defects in design, material and workmanship.
12.2. If during the Defects Liability Period any Goods are found to be defective on account of faulty materials, workmanship or design solely attributable to IPI Packers, the Goods shall be promptly returned to IPI Packers at the Customer’s sole cost for inspection and determination as to the defect and assessment at IPI Packers’ sole discretion as to whether the Goods are warrantable or not. In the event that IPI Packers determines that the Goods are warrantable, IPI Packers shall repairor replace them at IPI Packers’ own cost. For the avoidance of doubt, IPI Packers accepts no incidental, consequential or contingent liability for any defective Goods under any circumstances.
12.3. IPI Packers shall not be liable for the Good’s failure to comply with the warranty set out in clause 12.1
if:
12.3.1. the defect arises because the Customer failed to follow IPI Packers’ oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
12.3.2. the defect arises as a result of IPI Packers following or utilising any drawing, design, materials, request or instruction furnished or made by the Customer;
12.3.3. the Goods have been reconstructed, altered or repaired without the written consent of IPI Packers;
12.3.4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
12.3.5. the Goods differ from their specification as stated in the Quotation as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
12.4. The Customer warrants that
12.4.1. for legal persons, it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation, registration or organisation;
12.4.2. it has full right and authority to enter into and perform its obligations under the Purchase Order and these Terms and Conditions;
12.4.3. it is in compliance with all applicable laws relating to the Purchase Order, these Terms and Conditions, the Goods and the operation of its business; and
12.4.4. it is solvent and is able to pay all of its debts as they become due.
13. INDEMNIFICATION
13.1. The Customer undertakes to indemnify IPI Packers from and against any and all claims, liabilities, damages, penalties, fines, sanctions, costs and expenses of any nature and kind whatsoever that are demanded, threatened or asserted against IPI Packers or that are suffered or incurred by IPI Packers as a result of:
13.1.1. any actual or alleged infringement or unauthorised use of Intellectual Property rights under clause 9.1 pursuant to the design or instruction furnished by the Customer;
13.1.2. any breach by the Customer of its obligations or the provisions set out in these Terms and Conditions or the Quotation;
13.1.3. wilful misconduct or negligence in the performance by the Customer of its obligations or the provisions set out in these Terms and Conditions or the Quotation; and/or
13.1.4. any actual or alleged misrepresentation with regard to claims, representations and statements made by the Customer.
14. FORCE MAJEURE
14.1. The term “Force Majeure” means any of the following events or circumstances, or any combination of such events or circumstances, which are beyond the reasonable control of the affected Party, which could not have been prevented by good practice or by the exercise of reasonable skill and care and which or any consequences of which, have a material and adverse effect upon the full or part performance of the affected Party and its obligations under the Purchase Order:
14.2. war (whether declared or not), act of terrorism hostilities, epidemics, pandemics, riots, earthquake,typhoon, cyclone, flood, inundation, landslide, fire, explosion, strike by a national category of workers, acts of God, delay, and suspension and stoppage of work caused by governmental action.
14.4. If the Force Majeure event prevents, hinders or delays the affected Party’s performance of its obligations for a continuous period of more than ninety (90) days, the Party not affected by the Force Majeure event may terminate the Purchase Order by giving sixty (60) days written notice to the affected Party.
14.5. Any delay or failure in performance by either Party shall not give rise to any claim for damages or loss of anticipated profits to the extent such delay or failure is caused by a Force Majeure event.
14.3. Upon the occurrence of any Force Majeure event, the Party so affected in the discharge of its obligations shall promptly, but no later than ten (10) days, give written notice of such event to the other Party. The affected Party shall make every reasonable effort to remove or remedy the cause of such Force Majeure event or mitigate its effect as quickly as possible. If such occurrence results in the suspension of all or part of its obligations for a continuous period of more than thirty (30) days, the Parties shall meet and determine the measures to be taken.
15. GOVERNING LAW & ARBITRATION
15.1. The Parties shall, in the first instance, attempt to resolve any disputes arising out of or in connection with the Purchase Order and these Terms and Conditions through good faith negotiations. Notwithstanding the foregoing, any dispute not resolved within the earlier of thirty (30) days of the commencement of such negotiations or sixty (60) days after the first notification of the existence of a dispute by a Party may be referred to and finally resolved by arbitration by either Party. Arbitration shall be administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
15.2. The Purchase Order and these Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Singapore.
16. GENERAL
16.1. If any provision of these Terms and Conditions is determined to be illegal, invalid or unenforceable in anyrelevant jurisdiction, such provision shall be fully severable and these Terms and Conditions shall be construed as if the said provision had never been a part of these Terms and Conditions and the remainingprovisions of these Terms and Conditions shall remain in full force and effect.
16.2. Neither Party may assign its rights or obligations under these Terms and Conditions without the writtenapproval of the other Party, which approval shall not unreasonably be withheld.
16.3. The Parties agree that the Customer’s acceptance of IPI Packers’ Quotation as evidenced by an issue of a Purchase Order shall be explicit evidence of the Customer’s acceptance of these Terms and Conditions.
16.4. Clauses 9, 11 and 13 shall survive any expiration or termination of the Purchase Order or these Terms and Conditions for any reason.
17. PRIVACY
17.1. The Customer hereby authorises IPI Packers to collect, retain, record, use and disclose consumer and/or commercial information about the Customer, in accordance with applicable laws and regulations relating to the collection, storage, transfer, disclosure, use or processing of such information.
17.2. Subject to the applicable laws, IPI Packers may provide information about the Customer to a credit reporting agency for the purposes of obtainingconsumer and commercial credit reports and/or lodging consumer and commercial defaults on the Customer’s credit file.
18. NON-SOLICITATION AND CONTACT
The Customer agrees to not approach any of the employees, contractors, customers, suppliers, shareholders, financiers or any third party associated with IPI Packers or any such parties that have been associated with IPI Packers during the six (6) months immediately prior to the date of the Quotation in relation to any Confidential Information or trade secret regarding the Goods, unless the Customer has obtained the prior written approval of IPI Packers or as otherwise permitted under applicable law.
19. VARIATION
These Terms and Conditions may be varied from time to time at IPI Packers’ sole discretion.
1.INTERPRETATION
Except to the extent that such interpretation is excluded by or repugnant to the context, the following terms shall have the following meaning
1.1. Affiliated Company means any company controlled by, controlling or under common control with IPI Packers, and Affiliated Companies has a corresponding meaning;
1.2. “Bankrupt” means and includes the situation where a bankruptcy application has been made against the Customer or where execution has been levied upon the whole or any part of the assets of the Customer and, in respect of a Customer who is an individual, the situation where the Customer has committed an act of bankruptcy or is or becomes bankrupt or subject to any deed of assignment, arrangement or composition with his creditors, in accordance with the applicable bankruptcy laws and in respect of a Customer who is a corporation, the situation where the Customer is wound up or is the subject of the presentation of a petition or the making of an order or the passing of a resolution for its winding up, or is placed under official management, or causes a meeting of its creditors to be summoned for the purpose of placing it under official management, or has a receiver or receiver and manager appointed in respect of all or any part of its assets, or has an inspector appointed in respect to all or any part of its affairs or is subject to an application for any such appointment, or has a compromise or arrangement proposed between itself and its creditors or any class of them;
1.3. “Customer” (and “you”) means the legal entity renting or purchasing the Goods from IPI Packers (as the case may be);
1.4. “Goods” means the goods under the rental agreement and/or the goods and/or services under the sale and purchase agreement (as the case may be).
1.5. “IPI Packers” (and “us”) means IPI Trading Pte. Ltd. (UEN 200817144H), a company incorporated in Singapore, with its registered address at 190 Middle Road #14-05, Singapore 188979 or an Affiliated Company;
1.6. “Intellectual Property” means all intellectual property rights, whether registered or not, including pending applications for registration of such rights and the right to apply for registration or extension of such rights including patents, petty patents, utility models, design patents, designs, copyright (including moral rights and neighbouring rights), database rights, rights in integrated circuits and other sui generis rights, trade marks, trading names, company names, service marks, logos, the get-up of products and packaging, geographical indications and appellations and other signs used in trade, internet domain names, social media user names, rights in know-how and any rights of the same or similar effect or nature as any of the foregoing anywhere in the world;
1.7. “Order” and “Purchase Order” means a written instruction from the Customer to IPI Packers to rent or sell the Goods to the Customer (as the case may be) or a written acceptance by the Customer in response to a Quotation from IPI Packers, in both cases specifying the details as set out in clause 3.1;
1.8. “Quotation” means a written quotation given by IPI Packers to the Customer in response to a request from the Customer to rent or purchase the Goods (as the case may be) and setting out the price of renting or purchasing the Goods (as the case may be); and
1.9 “Terms and Conditions” means these Terms and Conditions as amended or varied from time to.
2. PRICES AND QUOTATION
2.1. IPI Packers shall provide a Quotation to the Customer upon reasonable request.
2.2. Quotations are valid for the period identified in the Quotation.
2.3. Prices quoted are exclusive of Goods and Services Tax (“GST”) or value added tax (“VAT”) (as the case
may be) or any other sales taxes, levies and duties, unless stated otherwise.
3. PURCHASE ORDER
3.1 Customer shall provide IPI Packers with a purchase order (the “Purchase Order”) specifying details including, but not limited to:
3.1.1 in the case of a rental of the Goods:
- products to be rented;
- commencement date of the rental period;
- minimum length of the rental period, as specified in the Quotation;
- delivery arrangements for the Goods; and
- location at which the rented Goods are to be used; or
3.1.2 in the case of a sale of the Goods:
- products to be supplied;
- services to be supplied;
- date of sale and purchase of the Goods;
- delivery arrangements for the Goods;
- third party inspection;
- special product markings;
- shipping documentation requirements; and any other
3.2 IPI Packers may, in its sole discretion, accept or reject any Purchase IPI Packers shall accept the Purchase Order by way of written confirmation. No Purchase Order is binding on IPI Packers unless accepted by IPI Packers as provided in these Terms and Conditions.
3.3 IPI Packers shall rent out or sell the Goods detailed in the Purchase Order (as the case may be), subject to these Terms and Conditions and the terms and conditions contained in the In the event of any conflict between the provisions of these Terms and Conditions and the Quotation, the provisions of the Quotation shall prevail.
4. DELIVERY
4.1 The terms and conditions governing the delivery of the Goods are as stated in the Quotation. The Quotation shall identify, amongst other things, the International Commercial Terms (“Incoterms”) that are applicable to the shipment of the Goods
4.2 Unless the Quotation specifies otherwise, the following shall also apply:
4.2.1 Where IPI Packers organises freight, the goods are covered by IPI Packers’ freight insurance (unless otherwise notified) to the place in the shipping route organised by IPI Packers.
4.2.2 The Customer is responsible for all liabilities of importing, storage, taxes and any other fees or consequential costs beyond the place in the shipping route organised by IPI Packers.
4.2.3 Freight charges, shipping boxes and incidentals shall normally be included and items used on the invoice for the rental or sale of the Goods (as the case may be).
4.2.4 The Customer may organise its own freight pick up from IPI Packers’ premises, in which case IPI Packers reserves the right to charge for storage, in the event the Goods are not collected as arranged by the Customer within fourteen (14) days of the arranged date.
5. QUALITY STANDARDS, INSPECTION & TESTING
5.1 IPI Packers shall comply with the standards of quality specified in the Quotation. IPI Packers shall also comply with its own ISO9001:2015 quality standards.
5.2 The Customer has the right to inspect, examine, and test the Goods prior to shipping at IPI Packers’ premises at a time to be arranged between the Parties.
5.3 The Customer acknowledges and agrees that such inspection, examination or test of the Goods may cause possible delays to the delivery schedule and an increase in the price of the The Customer agrees and accepts any such delays and increase in the price of the Goods.
5.4 The Customer shall be deemed to have accepted the quality and condition of the Goods unless it notifies IPI Packers within three (3) working days of receipt of the Goods in the event it identifies that there is evidence of damage to the Goods or that the Goods fail to meet the requirements of the Purchase Order and the standards of quality as stated in the Quotation.
5.5 In the event that any reasonable inspection or test indicates that the Goods fail to meet the requirements of the Purchase Order or the standards of quality as stated in the Quotation and IPI Packers, in its sole discretion, confirms the results of the inspection or test, IPI Packers shall take steps to rectify the failure at its cost. Upon completion of the rectification, IPI Packers shall notify the Customer of the availability of the Goods and the Customer or IPI Packers (as the case may be) shall arrange for delivery of the Goods.
5.6 Subject to the Customer’s rights under this clause 5, no delay in the shipment or delivery of the Goods relieves the Customer of its obligations under the Purchase Order and these Terms and Conditions, including taking delivery of the Goods per the accepted Purchase Order.
6. PRICING & PAYMENT
6.1 The terms and conditions governing the pricing and payment for the Goods are as stated in the
6.2 Any payments by credit card made by the Customer that are debited back are repayable by the Customer to IPI Packers within seven (7) days of such debit by direct transfer.
6.3 A charge of 2% per month calculated daily and compounded monthly shall be charged on overdue payments. The Customer shall indemnify IPI Packers and be liable for any costs of enforcement or recovering any overdue payments or monies in relation to the Goods, including, but not limited to IPI Packers’ legal fees on an indemnity basis.
7. VARIATIONS, CANCELLATIONS & RETURNS
7.1 Variations or amendments to an accepted Quotation or contract, are subject to the written consent of IPI Packers and any additional costs incurred as a result of or in connection to the variation or amendment shall be solely borne by the Customer.
7.2 Purchase Orders once placedand accepted by IPI Packers may be amended only with IPI Packers’ written consent and any additional costs incurred as a result of or in connection with the variation or amendment shall be solely borne by the Customer.
7.3 Purchase Orders once placed and accepted by IPI Packers may be cancelled only with IPI Packers’ written consent. In the event of any cancellation at the Customer’s request and accepted by IPI Packers, IPI Packers reserves the right to impose a cancellation charge of an amount equal to: (a) where the Goods consist of standard equipment, up to 50% of; and (b) where the Goods consist of nonstandard or special equipment, up to 100% of, the full contract price, before any discount, for the Goods as stated in the Quotation.
7.4 IPI Packers reserves the right to make substitutions or design and construction modifications to the Goods provided that such changes do not affect the performance of the Goods.
7.5 The Goods rented by the Customer from IPI Packers may include spare parts. Subject to clauses 7.7 and 7.8 and the written consent of IPI Packers, such spare parts are supplied to the Customer on consignment and may be returned with the Goods for credit.
7.6 Subject to clauses 7.7 and 7.8 and the written consent of IPI Packers, Products purchased by the Customer from IPI Packers may be returned for credit within ninety (90) days from the date of sale and purchase of the Goods as stated in the Purchase Order.
7.7 The returned Goods or spare parts must be, as determined by IPI Packers in its sole discretion, unused, in a substantially new condition, and a normally stocked item. IPI Packers reserves the right to charge a minimum restocking fee of 20% of the list price of the returned Goods or spare parts plus any freight costs incurred by IPI Packers for the inspection and testing of the returned Goods or spare parts.
7.8 Where IPI Packers consents to the return of the Goods or spare parts, it shall raise a Return Authority and the Return Authority number shall be quoted by the Customer on or along with any claim documentation sent with the returned Goods or spare parts. The returned Goods or spare parts shall be sent by the Customer to IPI Packers by freight pre-paid or otherwise as directed by IPI Packers, and carried by IPI Packers’ nominated carrier.
7.9 In the event that none of the Goods or spare parts are returned by the Customer to IPI Packers or are returned in an unserviceable condition, partially or fully, due to reasons, including but not limited to, being lost in hole, lost in transit or only partly recovered from fishing, the purchase price or replacement price stated in the Quotation, of the Goods or spare parts, shall become immediately due and payable by the Customer to IPI Packers upon provision of written notice by IPI Packers to the
8. RETENTION OF TITLE
8.1 In the case of a rental of the Goods by the Customer, the Goods shall at all times remain the property of IPI Packers and the Customer shall have no right, title or interest in or to the Goods (save for the right to possession and use of the Goods subject to these Terms and Conditions and the terms and conditions contained in the Quotation).
8.2 In the case of a sale of the Goods, title to the Goods shall not pass to the Customer until IPI Packers receives payment in full (in cash or cleared funds) for the Goods and any other goods that IPI Packers has supplied to the Customer, including all applicable GST or VAT and other taxes, levies and duties, in respect of which payment has become due.
8.3 The risk of loss, theft, damage or destruction of the Goods shall pass to the Customer on delivery in accordance with the Incoterms as stated in the Quotation, and in the case of a rental of the Goods by the Customer, the Goods shall remain at the sole risk of the Customer during the rental period and any further term during which the Goods are in the possession, custody or control of the Customer until such time as the Goods are redelivered to IPI Packers. For avoidance of doubt, the Customer shall be liable for and shall indemnify IPI Packers for any damage or loss caused to the Goods during the rental
8.4 Until title to the Goods has passed to the Customer, the Goods shall not be sold by the Customer without the prior written consent of IPI Where the Goods are sold by the Customer with the consent of IPI Packers or in contravention of this clause, the Customer shall be taken to hold the proceeds of any such sale of the Goods upon trust for IPI Packers and to account to IPI Packers for the proceeds.
8.5 Any payments, including rental payments or otherwise, made by or on behalf of the Customer, which is subsequently avoided by the application of applicable laws, shall be deemed not to discharge IPI Packers’ title to the Goods nor the Customer’s indebtedness to IPI Packers and, in such an event, the Parties are to be restored to the position which each Party would have had been if the avoided payment had not been made.
8.6 The Customer acknowledges and agrees that it is in possession of the Goods solely as bailee, in the case of a rental of the Goods, regardless of the making of rental payments, and in the case of a sale of the Goods, until such time as title passes to the Customer, and as such or until such time (as the case may be):
8.6.1 the Customer shall not underlet or lend the Goods, or create or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
8.6.2 the Customer shall store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as IPI Packers’ property;
8.6.3 the Customer shall not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
8.6.4 the Customer shall permit IPI Packers or its duly authorised representative to inspect the Goods at all reasonable times and for such purpose to enter on the site or any premises at which the Goods may be located, and shall grant reasonable access and facilities for such inspection; and
8.6.5 the Customer shall not do or permit to be done any act or thing which will or may jeopardise IPI Packers’ right, title or interest in the Goods.
8.7 IPI Packers may recover the Goods in which title has not passed to the Customer. The Customer irrevocably grants to IPI Packers, its officers, employees and agents, the right, at its sole discretion, to enter any premises of the Customer to remove or repossess any Goods from the Customer in which property has not passed to the Customer. IPI Packers shall not be liable to the Customer or any other person claiming through the Customer for its actions taken under this clause.
8.8 Until title to the Goods has passed to the Customer, if the Customer commits an act of bankruptcy, enters into any form of administration or liquidation, makes any composition or arrangement with its creditors, ceases to carry on business or breaches any fundamental clause of these Terms and Conditions, then IPI Packers may, without prejudice to any other remedies it may have, repossess any Goods rented, sold and/or delivered to the Customer (as the case may be) on any account (or in the case of a sale of the Goods, on any account which has not been paid in accordance with these Terms and Conditions) and commence proceedings to recover the balance of any monies owing by the Customer to IPI Packers.
9. INTELLECTUAL PROPERTY
9.1. The Customer warrants that any design or instruction furnished by the Customer to IPI Packers and the execution by IPI Packers of the Customer’s Order based on such design or instruction furnished by the Customer does not infringe the rights (including Intellectual Property rights) of any person.
9.2. All Intellectual Property rights in and to the Goods shall at all times remain with IPI Packers, and the rental or sale of the Goods by IPI Packers to the Customer (as the case may be) shall not be deemed to transfer ownership of or confer on the Customer any licence or right to use or exploit, the Intellectual Property rights in and to the Goods.
9.3. Subject to clause 9.4, IPI Packers may grant the Customer a non-exclusive, non-transferable, and non-sublicensable license to use the Intellectual Property rights in and to the Goods solely in connection with the rental of the Goods or solely in connection with the advertising promoting or selling of the Goods (as the case may be), and any such use shall be, as determined by IPI Packers in its sole discretion, to the benefit of IPI Packers and/or its affiliates.
9.4. Where the Customer is granted a licence under clause 9.3, the Customer shall not alter, modify, dilute or otherwise misuse the Intellectual Property rights in and to the Goods or bring them into disrepute. The Customer shall promptly discontinue the use of the Intellectual Property rights in and to the Goods when requested by IPI Packers. All goodwill arising from the use of the Intellectual Property rights in and to the Goods by the Customer shall inure to the benefit of IPI Packers.
9.5. In no event shall the Customer or its affiliates file any application to register any Intellectual Property rights in and to the Goods, challenge IPI Packers’ Intellectual Property rights in and to the Goods or take any action inconsistent with the above.
9.6. The Customer shall not, and shall not permit any third party, to analyse, disassemble, decompile, reverse engineer or attempt to reconstruct, identify or discover any underlying ideas, intellectual property, techniques, trade secrets and/or know- how in the Goods by any means whatsoever, except as otherwise permitted in writing by IPI Packers or under the applicable law.
9.7. IPI Packers warrants that, to the best of its knowledge, the Goods do not infringe any registered Intellectual Property rights. To the extent that infringement of such rights is procured by the Customer, IPI Packers shall not be liable and shall have no obligation to the Customer in respect of such infringement. To the extent that the infringement of such rights is due to the gross negligence of IPI Packers, IPI Packers shall bear all resulting damages and costs. If possible and without any additional responsibility, IPI Packers shall assist the Customer in designing or acquiring alternative goods that comply with the Purchase Order and avoid infringement of such rights.
10. SPECIFICATIONS, PLANS, DRAWINGS, PATTERNS, ETC
10.1. Any specifications, plans, drawings, patterns or designs supplied by the Customer to IPI Packers in connection with the Purchase Order shall remain the property of the Customer.
10.2. IPI Packers retains all copyright in all materials supplied to the Customer and nothing contained herein shall serve to transfer ownership of any copyright from IPI Packers to the Customer.
10.3. The Customer shall have the right to use the drawings, specifications, calculations and other documents of IPI Packers.
11. CONFIDENTIALITY
11.1. Each Party (the “Receiving Party”) undertakes to keep confidential and at all times not disclose publicly or to any third party without the prior written consent of the other Party (the “Disclosing Party”):
11.1.1. any confidential information concerning the business, affairs, customers, clients or suppliers of the Disclosing Party;
11.1.2. any confidential information and materials comprising or relating to Intellectual Property rights, trade secrets or other sensitive or proprietary information of the Disclosing Party;
11.1.3. any information, drawings, data and documentation furnished by the Disclosing Party in connection with the Purchase Order or made known to the Receiving Party through the performance of its obligations under the Purchase Order; and
11.1.4. the existence and subject matter of the Quotation, the Purchase Order, these Terms and Conditions and all other agreements entered into pursuant to any of the foregoing,
(collectively, the “Confidential Information”).
11.2. Confidential Information does not include information that at the time of disclosure:
11.2.1. is or becomes publicly available other than as a result of, directly or indirectly, any breach of these Terms and Conditions;
11.2.2. already lawfully known to or independently developed by the Receiving Party without access to or use of such Confidential Information, as shown by contemporaneous documentary evidence;
11.2.3. is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; or
11.2.4. is required to be disclosed pursuant to applicable law, any governmental or regulatory body or any recognised stock exchange on which the shares of any Party are listed, provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement and cooperates with the Disclosing Party, at the expense of the Disclosing Party, to challenge such requirement.
11.3. The Receiving Party shall restrict disclosure of Confidential Information to its employees and sub- contractors on a need-to-know basis only for the purposes of performing its obligations under the Purchase Order and these Terms and Conditions and shall procure that its employees and sub- contractors are bound by written non-use and non-disclosure obligations no less restrictive than those set out in this clause 11.
11.4. The obligations contained in this clause 11 shall endure, even after the completion of the obligations of the Parties under the Purchase Order, without limit in point of time except and until any Confidential Information enters the public domain as set out above.
12. WARRANTY
12.1. IPI Packers warrants that on delivery:
12.1.1. the Goods shall substantially conform to their specification and be fit for the purpose as stated in the Quotation; and
12.1.2. in the case of a sale of the Goods, and for a period of twelve (12) months from the date of shipment of the Goods (the “Defects Liability Period”), the Goods shall be free from material defects in design, material and workmanship.
12.2. If during the Defects Liability Period any Goods are found to be defective on account of faulty materials, workmanship or design solely attributable to IPI Packers, the Goods shall be promptly returned to IPI Packers at the Customer’s sole cost for inspection and determination as to the defect and assessment at IPI Packers’ sole discretion as to whether the Goods are warrantable or not. In the event that IPI Packers determines that the Goods are warrantable, IPI Packers shall repairor replace them at IPI Packers’ own cost. For the avoidance of doubt, IPI Packers accepts no incidental, consequential or contingent liability for any defective Goods under any circumstances.
12.3. IPI Packers shall not be liable for the Good’s failure to comply with the warranty set out in clause 12.1
if:
12.3.1. the defect arises because the Customer failed to follow IPI Packers’ oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
12.3.2. the defect arises as a result of IPI Packers following or utilising any drawing, design, materials, request or instruction furnished or made by the Customer;
12.3.3. the Goods have been reconstructed, altered or repaired without the written consent of IPI Packers;
12.3.4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
12.3.5. the Goods differ from their specification as stated in the Quotation as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
12.4. The Customer warrants that
12.4.1. for legal persons, it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation, registration or organisation;
12.4.2. it has full right and authority to enter into and perform its obligations under the Purchase Order and these Terms and Conditions;
12.4.3. it is in compliance with all applicable laws relating to the Purchase Order, these Terms and Conditions, the Goods and the operation of its business; and
12.4.4. it is solvent and is able to pay all of its debts as they become due.
13. INDEMNIFICATION
13.1. The Customer undertakes to indemnify IPI Packers from and against any and all claims, liabilities, damages, penalties, fines, sanctions, costs and expenses of any nature and kind whatsoever that are demanded, threatened or asserted against IPI Packers or that are suffered or incurred by IPI Packers as a result of:
13.1.1. any actual or alleged infringement or unauthorised use of Intellectual Property rights under clause 9.1 pursuant to the design or instruction furnished by the Customer;
13.1.2. any breach by the Customer of its obligations or the provisions set out in these Terms and Conditions or the Quotation;
13.1.3. wilful misconduct or negligence in the performance by the Customer of its obligations or the provisions set out in these Terms and Conditions or the Quotation; and/or
13.1.4. any actual or alleged misrepresentation with regard to claims, representations and statements made by the Customer.
14. FORCE MAJEURE
14.1. The term “Force Majeure” means any of the following events or circumstances, or any combination of such events or circumstances, which are beyond the reasonable control of the affected Party, which could not have been prevented by good practice or by the exercise of reasonable skill and care and which or any consequences of which, have a material and adverse effect upon the full or part performance of the affected Party and its obligations under the Purchase Order:
14.2. war (whether declared or not), act of terrorism hostilities, epidemics, pandemics, riots, earthquake,typhoon, cyclone, flood, inundation, landslide, fire, explosion, strike by a national category of workers, acts of God, delay, and suspension and stoppage of work caused by governmental action.
14.4. If the Force Majeure event prevents, hinders or delays the affected Party’s performance of its obligations for a continuous period of more than ninety (90) days, the Party not affected by the Force Majeure event may terminate the Purchase Order by giving sixty (60) days written notice to the affected Party.
14.5. Any delay or failure in performance by either Party shall not give rise to any claim for damages or loss of anticipated profits to the extent such delay or failure is caused by a Force Majeure event.
14.3. Upon the occurrence of any Force Majeure event, the Party so affected in the discharge of its obligations shall promptly, but no later than ten (10) days, give written notice of such event to the other Party. The affected Party shall make every reasonable effort to remove or remedy the cause of such Force Majeure event or mitigate its effect as quickly as possible. If such occurrence results in the suspension of all or part of its obligations for a continuous period of more than thirty (30) days, the Parties shall meet and determine the measures to be taken.
15. GOVERNING LAW & ARBITRATION
15.1. The Parties shall, in the first instance, attempt to resolve any disputes arising out of or in connection with the Purchase Order and these Terms and Conditions through good faith negotiations. Notwithstanding the foregoing, any dispute not resolved within the earlier of thirty (30) days of the commencement of such negotiations or sixty (60) days after the first notification of the existence of a dispute by a Party may be referred to and finally resolved by arbitration by either Party. Arbitration shall be administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
15.2. The Purchase Order and these Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Singapore.
16. GENERAL
16.1. If any provision of these Terms and Conditions is determined to be illegal, invalid or unenforceable in anyrelevant jurisdiction, such provision shall be fully severable and these Terms and Conditions shall be construed as if the said provision had never been a part of these Terms and Conditions and the remainingprovisions of these Terms and Conditions shall remain in full force and effect.
16.2. Neither Party may assign its rights or obligations under these Terms and Conditions without the writtenapproval of the other Party, which approval shall not unreasonably be withheld.
16.3. The Parties agree that the Customer’s acceptance of IPI Packers’ Quotation as evidenced by an issue of a Purchase Order shall be explicit evidence of the Customer’s acceptance of these Terms and Conditions.
16.4. Clauses 9, 11 and 13 shall survive any expiration or termination of the Purchase Order or these Terms and Conditions for any reason.
17. PRIVACY
17.1. The Customer hereby authorises IPI Packers to collect, retain, record, use and disclose consumer and/or commercial information about the Customer, in accordance with applicable laws and regulations relating to the collection, storage, transfer, disclosure, use or processing of such information.
17.2. Subject to the applicable laws, IPI Packers may provide information about the Customer to a credit reporting agency for the purposes of obtainingconsumer and commercial credit reports and/or lodging consumer and commercial defaults on the Customer’s credit file.
18. NON-SOLICITATION AND CONTACT
The Customer agrees to not approach any of the employees, contractors, customers, suppliers, shareholders, financiers or any third party associated with IPI Packers or any such parties that have been associated with IPI Packers during the six (6) months immediately prior to the date of the Quotation in relation to any Confidential Information or trade secret regarding the Goods, unless the Customer has obtained the prior written approval of IPI Packers or as otherwise permitted under applicable law.
19. VARIATION
These Terms and Conditions may be varied from time to time at IPI Packers’ sole discretion.
