1. Definitions
In these conditions the following words shall have the following meanings:
“EyeD” shall mean EyeD Infocomm & Security Solutions Pte Ltd and/or its nominee.
“Conditions” shall mean the terms and conditions contained herein.
“Delivery Date” shall mean the date specified by EyeD security & solutions Order for the complete delivery of the Items.
“Items” shall mean the solutions and/or services which the Buyer agrees to purchase from Seller, as more particularly identified in the Purchase Order.
“Purchase Order” shall mean the purchase order issued by AHPL to Seller for the purchase of the Items.
“Price” means the purchase price, excluding GST if applicable, forthe Items as stated in the Purchase Order to be paid by EyeD.
“Quotation” means the tender or quotation issued by Seller for the supply or sale of the Items, including any specifications or drawings annexed thereto by Seller.
2. Contract
(a) These Conditions shall apply to the purchase of the Items by EyeD and shall supersede all other terms and conditions as to the delivery, quality or performance of the Items or other catalogue, advertisement or literature relating to the Items, including any terms or conditions which Seller may purport to apply under any Quotation, confirmation of order or any other document.
(b) All orders for Items shall be deemed to be an offer by EyeD to purchase Items pursuant to these Conditions. Acceptance of this Purchase Order or carrying out the Purchase Order shall be conclusive evidence of Seller’s acceptance of these Conditions.
(c) Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by EyeD.
3. Specifications
When the Items are the subject of a manufacturer’s specification, the Seller shall make known the specification to EyeDprior to the delivery of the Items. Failure to do so or where the specification is made known to EyeD but varies from Seller’s Quotation or the EyeD’s requirements which had been previously made to Seller, shall entitle EyeDto, at EyeD’s sole option;
(a) withdraw the Purchase Order and terminate this contact of sale / supply; or
(b) amend these Conditions as it deems fit, which amendments shall then be accepted by Seller.
4. Price and Payment
(a) EyeD shall pay Seller the Price within 30 days of receiving Seller’s invoice for the Items or within 30 days of the delivery of the Items, whichever is the later date.
(b) EyeD shall be entitled to withhold payment or make any deduction from the Price in respect of any set-off or counter claim.
5. Delivery
(a) Seller shall be responsible for all costs associated with the delivery or performance of the Items.
(b) To the fullest extent permitted by law, Seller shall be liable for any loss or damage suffered by EyeD due to Seller’s failure to deliver the Items (or any of them) promptly or at all.EyeD shall not be bound to accept any delivery of the Items (or any part of them) where such delivery occurs beyond the Delivery Date.
(c) If Seller is prevented from making delivery of the Items by reason of acts of God, war strikes, lock-outs, trade disputes, fire, breakdown, interruption of transport, government action or other cause of a similar nature, Seller shall be under no liability whatsoever to EyeD. In which event, EyeD shall be entitled at its option (to be notified to Seller in writing) either to cancel the Purchase Order or to extend the time of its performance.
(d) Seller shall not be entitled to make delivery by installments or in advance of the Delivery Date unless EyeD agrees to it.
6. Acceptance of the Items
EyeD’s acceptance of the Items does not and shall not in any way constitute a waiver of EyeD’s rights against Seller in respect of any mis-delivery, non-delivery, defects, shortages of quantity, damage or failure to comply with specification, description or sample. Ey eD reserves the right to return damaged or non-compliant Items to Seller and to claim a full refund of the Price (if already paid) from Seller.
7. Passing of Property and Risk
The parties agree that the property in and title to the Items shall pass to EyeD upon delivery of Items to EyeD.
8. Warranty
(a) In the event that any defect in manufacture or materials in the Items (where the Items are goods) or any defect in the performance of the Items (where the Items are services) is discovered by EyeD within 12 months from Delivery Date, Seller shall replace the faulty part or parts (in the case of goods) or re-perform the services within the said period of 12 months.
(b) Seller warrants that all Items are of (i) merchantable quality, (ii) conforms in all respect to specifications laid down by EyeD, samples and drawings, and (iii) fit for EyeD’s intended purpose.
(c) Where the Items are services and the where the performance of the services results in any Work (as this term is defined in the Copyright Act)
being produced and such Work is to be delivered to EyeD, Seller warrants that all work are original authorship and shall not infringe the rights of any third parties. Further, the right to and ownership of any invention, patent, copyright or design created or which arises by reason of Seller’s performance of the services contracted for by EyeD pursuant to this Purchase Order, shall vest entirely with and be the property of EyeD.
9. Indemnities
(a) Seller shall indemnify, defend and hold harmless EyeD, its servants and agents against all or any liability, claim, expenses (including court costs and fees of solicitors (on a full indemnity basis) and other professionals) or loss in respect of damage to any property or personal injury to or death of any person due to the negligence or wilful default of Seller, its servants or agents arising out of or in the course of the performance of the Purchase Order.
(b) Seller shall indemnify EyeD, its servants, agents, employees, officers and departments against any claims by any and every workman or employee whether such liability arises from the Workmen’s Compensation Act or otherwise and from all costs and expenses incidental or consequential thereto.
(c) Seller shall indemnify EyeD, its servants, agents, employees, officers and departments against any claims, costs, charges and expenses
whatsoever incurred by AHPL, its servants, agents, employees, officers and departments in respect of any claims by any person(s) whatsoever (including but not limited to any patient or visitor) arising out of or connected to or contributed to by the breach or non-performance of the Purchase Order by Seller or by the malfunction of the Items supplied by Seller.
(d) Seller shall fully indemnify EyeD Company from and against any claim by a third party for any alleged or actual infringement in relation to any
intellectual property, which arises or would arise as a result of EyeD’s use of any Item or Work supplied by the Seller to EyeD.
10. Security Pass and Work Permit
(a) All personnel deployed by Seller to carry out works in EyeD’s premises shall comply with EyeD’s security policies. Seller shall ensure that all such personnel who are foreigners possess valid permits or passes issued by the Government of Singapore. No foreign worker who does not hold a valid permit or pass shall be deployed at AHPL’s premises.
(b) Seller shall indemnify EyeD, its servants, agents, employees, officers and departments against any monetary penalty, claim, costs, charges and
expenses incurred or imposed by any Court arising out of any breach of this clause or for any contravention of any applicable law, regulation or guidelines.
11. General
(a) This contract shall be governed by, and construed in accordance with, the laws of the Republic of Singapore. In relation to any legal action or
proceedings arising out of or in connection with the sale (“Proceedings”) the parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Singapore.
(b) Seller shall keep confidential all information and material provided by EyeD to Seller and shall not use such information or material for any purpose not authorized by EyeD.
(c) Seller may not sub-contract the performance of its obligations under this Purchase Order without EyeD’s prior consent.
(d) Seller and EyeD agree that these Conditions are reasonable. In construing the provisions herein, these Conditions are not be construed contra proferentum against EyeD
(e) The Parties are independent contractors and neither party has the right to commit the other in any way whatsoever.
(f) Nothing contained in these Conditions is intended to confer upon any person (other than the Parties hereto) any rights, benefits or remedies of any kind or character whatsoever or any right to enforce the terms of the Purchase Order under the Contracts (Rights of Third Parties) Act 2001, and no person shall be deemed to be a third party beneficiary under or by reason of the Purchase Order.
(g) Seller shall not under any circumstances whatsoever use EyeD’s name, trade names, trade marks, service marks, logos, or other symbols or other source identifying devices, or combinations or variations thereof, or the name of any EyeD employee, in any public announcement, news release, advertising, or promotional literature, without first obtaining EyeD’s written consent and approval.