Comprehensive range of ironcore, ironless, rotary, voice coil, and ARC proprietary motor technologies.
TERMS AND CONDITIONS OF SALES
These Terms and Conditions of Sales (the “Terms”) shall govern the worldwide sales of products and/or services (the “Goods”) by PBA Systems Pte Ltd and its affiliates (the “PBA”) to customers (the “Company”) unless there is a separately executed agreement. These Terms apply to the exclusion of any terms and conditions of the Company conflicting or deviating from our Terms unless it was expressly agreed in writing by PBA. If PBA and the Company have explicitly agreed in writing via a signed agreement, to terms and conditions applicable to the sale of Goods in exception or addition to these Standard Terms, then those terms and conditions (the “Independent Terms”) will apply to the transaction. Acceptance of or payment for PBA’s Goods shall constitute an agreement of any such terms and conditions even if the acceptance or payment is made with knowledge of conflicting or supplementary terms and conditions of the Company. Any terms and conditions of the Company previously agreed that conflict with or supplement these Terms shall no longer be deemed agreed.
1. SCOPE OF WORK
1.1 If PBA agrees to appoint the Company as a Distributor for the Territory on the terms of this Terms, then the provisions under Clause 5 would be applicable.
1.2 PBA shall grant the Company the rights to promote and sell the Products within the Territory.
2. SUPPLY OF THE PRODUCTS
2.1 Unless the Company objects to specific terms and conditions under this Clause 2 in writing to PBA and PBA agrees to vary the respective terms in the Quotation in accordance with Clause 24, PBA agrees to supply the Products to the Company pursuant to Purchase Orders placed with PBA by the Company from time to time. All Purchase Orders shall be placed in accordance with the terms of this Terms exclusively.
2.2 Each Purchase Order sent by the Company shall be sent to PBA’s Email Address as indicated on the Quotation. If PBA does not acknowledge the receipt of a Purchase Order within two (2) days of the date which PBA receives the Purchase Order, the Company shall immediately contact PBA. To be clear, a Purchase Order is only deemed valid upon PBA’s acknowledge of receipt in writing.
2.3 Upon receipt of each Purchase Order, PBA shall, as soon as practicable, inform the Company of the estimated delivery date for the Products ordered under said Purchase Order.
2.4 Delivery dates are approximate and are based, to a great extent, on prompt receipt by PBA of all necessary ordering information from the Company. PBA shall make reasonable efforts to meet the estimated delivery date indicated in the Purchase Order.
2.5 The delivery timeline starts as soon as:
(a) the Purchase Order has been acknowledged by PBA in writing and signed off by PBA;
(b) all official formalities, such as import and payment permits, have been obtained;
(c) payments due with the Purchase Order have been made;
(d) any agreed securities furnished; and
(e) the essential technical points have been settled.
2.6 The delivery date shall be deemed duly observed if the Products are ready at PBA on or before the delivery date indicated in the Purchase Order.
2.7 The delivery date shall be reasonably extended:
(a) if the information required by PBA to execute the Purchase Order is not received in time or if subsequent changes which delay the delivery are made by the Company;
(b) if hindrances occur which, despite its due care, PBA cannot avoid, such as epidemics, mobilisation, war, riots, strikes, picketing, lock-outs, serious breakdowns, accidents, labour conflicts, delayed or deficient delivery of necessary raw materials or semi-manufactured and manufactured products, the need to scrap important components, official or other measures of whatever kind, transport difficulties, natural catastrophes, Force Majeure; or
(c) if the Company has yet to fulfil any and all of its obligations under this Terms, particularly under Clause 2.5 or if the Company is late in fulfilling its contractual obligations, particularly if the Company fails to observe the payment terms.
2.8 The Company acknowledges and agrees that liquidated damages for late delivery may only be imposed when it has been expressly agreed upon in writing between the Parties in this Terms. The Company has the onus to provide good supporting evidence that (i) the delay is solely PBA’s fault and (ii) the Company has suffered an actual financial loss due to late delivery. Should PBA be able to put a replacement at the Company’s disposal or provide a solution to solve the issue, there will be no liquidated damages payable by PBA.
2.9 If liquidated damages are payable by either Party to the other Party, the Parties agrees that the calculation for liquidated damages shall be as follows:
(i) For each full week’s delay, the liquidated damages payable by one Party to the other Party must not exceed ¼ per cent (0.25%) of the price of the portion of the Products which has been delayed;
(ii) the total liquidated damages payable by one Party to the other Party at any time must not exceed three (3) per cent (3%) of the price of the portion of the Products which has been delayed (i.e. excluding all expenses for packing, customs duties, dues of all kinds, etc.);
(iii) no liquidated damages are payable by one Party to the other Party unless the delivery is late for more than thirty (30) days (“Grace Period”) based on the agreed delivery date;
(iv) any calculation for liquidated damages starts after the Grace Period; and
(v) no interest is applicable for late payment of liquidated damages if either of the Parties disputes, in writing, the applicable liquidated damages.
2.10 All accepted orders shall be shipped Ex Works by default unless specifically agreed to in the Purchase Order and the liability for loss or damage in transit, or thereafter, shall pass to the Company upon delivery of the Products by PBA to a common carrier for shipment.
2.11 Testing of the Products before shipment is carried out in accordance with PBA’s test procedures. Additional tests must be agreed specifically in the Purchase Order and shall be payable by the Company unless included in PBA’s Total Price of the Products.
2.12 The Company shall examine the Products within three (3) days of receiving the Products and inform PBA immediately in writing of all defects and deficiencies. It will be the sole discretion of PBA in determining how PBA would be responsible in accordance with the Purchase Order and/or this Terms.
2.13 Acceptance tests at PBA are carried out only if they have been agreed in writing with the Company. As far as circumstances allow, such tests will be carried out in PBA’s factory. If, for reasons beyond PBA’s control, the acceptance tests cannot be carried out within the specified time agreed in writing, the qualities to be determined by these tests shall be deemed acceptable.
2.14 If it is found from one of the aforementioned tests that the Product do not fulfil the terms of the contract, the Company shall without delay make available to PBA suitable opportunity to remedy any deficiency.
2.15 In the event of a cancellation of an accepted order by PBA, the Company has the right to claim up to three (3) per cent (3%) of the price of the order for the portion of the Products which has been cancelled (i.e. excluding all expenses for packing, customs duties, dues of all kinds, etc.). The Company shall have no other rights in case of any deficiency, in particular to claim damages and to cancel the contract.
3. PRICING, PAYMENT, AND SHIPMENT
3.1 Quotations which do not stipulate an acceptance date are not binding. Quotations from PBA are valid for thirty (30) days unless expressly stated in writing in the Quotation.
3.2 The Company shall pay to PBA the Total Price of the Products and any additional sums which are agreed between PBA and the Company for the provision of the Products or which, in PBA’s sole discretion, are required as per the Total Price of the Products.
3.3 The Company acknowledges and agrees that all additional costs not stipulated in the Total Price of the Products but are related to this Purchase Order, such as charges for carriage, insurance, fees for export, transit, import and other permits and certifications will be borne by the Company. The Company is also liable for all taxes, fees, customs duties and other charges. If PBA has agreed to include such additional costs in writing, or in the Total Price of the Products, or in its Purchase Order the charges for carriage, insurance and other additional costs, PBA may adjust the Total Price of the Products should any of the aforementioned additional costs, on which they are based, be modified after the issuance of the Purchase Order.
3.4 Subject to Clause 2, price adjustments after validation of the contract can be made provided that:
(a) Sliding Prices (which have been agreed upon in the Purchase Order);
(b) the delivery time is subsequently extended for any of the reasons stated in Clause 2.7;
(c) the extent of the agreed delivery of Products involved has been changed;
(d) the Products to be delivered or execution of the Terms have been changed because the information submitted to PBA by the Company did not correspond to the actual specifications or was incomplete; or
(e) PBA’s production or purchase cost for the Goods (including without limitation costs of energy, tariffs, equipment, labour, regulation, transportation, raw material, feedstock, or supplies) increases for any reason over PBA’s planned costs for the Goods as of the date PBA accepted the applicable Purchase Order or Statement of Work, then PBA may, by written notice to Customer of such increased costs, request a renegotiation of the price of the Goods under these Terms. If the Parties are unable to agree on a revised Product or Prototype price within ten (10) business days after PBA issues such notice, then PBA may terminate any impacted Purchase Order on ten (10) business days’ written notice to Customer without further liability or obligation.
3.5 Any price adjustments made under Clause 3.4 can be made if PBA has given no less than seven (7) days’ written notice to the Company before the date of delivery of the Products.
3.6 Advance payment is required for the purchase of the Products (the “Advance Payment”). The Products supplied by PBA remains as PBA’s property until full payment has been received. The Company agrees to take all measures necessary for the protection of PBA’s property until Company makes full payment for the Products. For the avoidance of doubt, PBA shall be under no obligation to initiate the process of manufacturing or preparing the Products to be supplied under the relevant Purchase Order before receiving the Advance Payment. The Advance Payment is 30% of the total Purchase Order value unless otherwise expressly agreed upon in writing.
3.7 Payments must be made to PBA by the Company within thirty (30) days from date of invoice with no deductions for cash discount, expenses, taxes or dues of any kind, in accordance with the conditions stated in the Purchase Order. Payment is deemed effected when Singapore Dollars or subsequently agreed currency (in writing) have been made freely available to PBA in Singapore. If partial consignments are invoiced, payment shall be made for each individual consignment in accordance with the agreed terms of payment.
3.8 The due dates of payment in PBA’s invoice will not be changed even if transport, delivery, commissioning or acceptance of the Products is delayed or prevented by circumstances which cannot be foreseen by PBA. The Company must not withhold or reduce payments on account of complaint, claims or counterclaims not accepted by PBA. For the avoidance of doubt, payment of the Total Price of the Products must be made as long as the Product is fit for the Intended Use.
3.9 If the Company does not observe the agreed due dates of payment in PBA’s invoice, the Company shall without formal notice be liable to pay the Outstanding Interest Rate on overdue amounts from the due date. Payment of such interest does not release the Company from the obligation to make payments on the agreed dates.
3.10 If at the request of the Company, or if by reason of the Company’s actions, shipment is postponed for more than thirty (30) days, payment of the Total Price of the Products will become due thirty (30) days after the first notice to the Company that the Products are ready for shipment.
3.11 Upon any non-payment or late payment of PBA’s invoice rendered for the Products, PBA reserves the right to discontinue supplying the Products to the Company until the balance is paid in full. PBA shall also be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount at the Outstanding Interest Rate per month from the due date until the outstanding amount is paid in full. In addition, PBA may exercise its right to terminate this Terms in accordance with Clause 7.4.
3.12 The benefit and the risk of the Products involved are transferred to the Company on or after date of their leaving of PBA’s works, depending on whether the delivery is freight paid, CIF, FOB or under similar clauses as stipulated in the Quotation, or if shipment is arranged and supervised by PBA. If shipment is delayed or prevented by the Company, the Products will be stored at the Company’s expense and risk.
3.13 Special requests concerning forwarding and insurance must be made known to PBA before the execution of the Purchase Order. In the absence of any Special Requests relating to Forwarding and Insurance, PBA will select the carrier. The Products are transported at the Company’s expense and risk. Complaints regarding transport shall be submitted by the Company to the last carrier within three (3) days on receipt of the Products or documents relating to the shipment.
3.14 The Company bears the costs of obtaining insurance coverage against damage of any kind arising from the delivery of the Products. Even if insurance coverage is arranged by PBA in relation to the delivery of the Products, the insurance coverage falls within the Company’s expenses and risk.
3.15 In any case requiring travel and hotel expenses of PBA’s staff due to setting to work, including transport expenses for commissioning of Products, the Company acknowledges and agrees that such expenses will be borne by the Company, unless otherwise agreed upon by the Parties in writing. PBA will issue a separate invoice for setting to work.
3.16 Purchase Orders are not subject to cancellation, change, reduction in amount, or suspension of deliveries except with PBA’s written consent and upon terms which indemnify PBA against loss. In the event the Company cancels any purchase order or portion thereof, or fails to meet any obligation hereunder causing cancellation or re-scheduling of any purchase order or portion thereof, or requests a rescheduling or schedules shipments, provided always that such request is accepted in writing by PBA, the Company agrees to pay at PBA’s option, cancellation or reschedule charges as stipulated in the Quotation.
3.17 In the event that the Company does not accept shipment on the total purchase quantity within 180 days after receiving the “After Receipt Order” issued by PBA, PBA reserves the right to:
(a) adjust unit price applicable to this shipped quantity and to invoice the Company for the accumulated differences; and/or
(b) charge re-scheduling fees. One re-schedule per purchase order will be allowed at no administrative fee during the initial 180-day period following the date of the “After Receipt Order”. A charge of S$1000 per line item in the list of Products shall apply to each schedule change.
4. GENERAL OBLIGATIONS OF THE COMPANY
4.1 The Company acknowledges and agrees that it must not:
(a) decompile or otherwise reverse engineer the Products or otherwise attempt to learn the configurations, compositions, ingredients, algorithms, methodologies and/or ideas underlying the Products;
(b) copy or modify the Products;
(c) use the Products in any manner not permitted as an Intended Use under this Terms; or
(d) procure, assist, or allow any third party to do any of the aforesaid.
4.2 The Company must purchase the Products for resale in the Territory exclusively from PBA.
4.3 The Company must not supply any Product or solicit customers in the Territory by selling the Products.
4.4 The Company shall not return the Products to PBA except with written authorisation from PBA, and PBA accepts no responsibility for products returned without such written authorisation. Furthermore, in order for the notice of rejection to be effective, the Company must also specify the reason why the Products are being returned. When return of such Products is authorised by PBA, shipping charges on said returned Products are to be prepaid FOB destination unless otherwise noted by PBA in its authorisation to return. PBA shall not issue credit on any Products which has been altered or defected in any way or upon which additional operations have been performed.
4.5 The Company agrees that it has the duty to ensure, in consultation with PBA, that the supply of the Products comply with the applicable local laws and regulations. This may include, but not limited to, ensuring that the Product is registered and duly certified by the local authority prior to distributing the Products within the Territory. For the avoidance of doubt, any registration of the Products with any regulatory authority (be it in Singapore or otherwise) shall be subject to prior written approval from PBA, and in consultation with PBA. The Company must keep PBA duly informed on the status of the registration and any changes regarding the same. In the event that registration with the local authorities shall be in the name of a third party, the Company shall inform PBA of the identity of said third party. Evidence of registration shall be provided to PBA within thirty (30) days from the date of registration with the local authorities.
4.6 The Company must ensure that any use, storage, handling, or supply of the Products complies with the quality assurance or zero-defect target requirements of PBA. The Company must provide prompt written notification to PBA’s quality assurance department, or any such department as nominated by PBA in writing, of all events of non-compliance, adverse effects or complaints pertaining to the performance of the Products. PBA reserves the right to review any quality management documents, equipment logs, or shipment records related to the Products.
4.7 The Company shall take the necessary actions to comply with the logistic chain of the product from its acquisition in Singapore to delivery of the product within the Territory, its import process, as well as the nationalisation process in accordance with any relevant laws. Said expenses shall be covered solely by the Company.
4.8 The Company shall supply the Products to qualified End-users (as agreed by the Parties in writing) in the Territory. The Company shall not supply the Products to a third party with the intention to re-supply the Products (a “Re-seller”) without prior written approval from PBA. In the event that the Company, with PBA’s consent, supply the Products to a Re-seller, the Company shall undertake to procure that the Re-seller minimally comply to the terms of this Terms, and make available to PBA any information on End-users supplied by a Re-seller that are reasonably required for tracing the final destination of the Products (minimally the identity, address and contact details of said End-users).
4.9 It is the Company’s responsibility to ensure that the End-users are qualified to use the Products in compliance with any applicable regulatory requirements including the availability of the appropriate certifications, laboratory equipment and qualified personnel with the appropriate training to use the Products. This includes, but is not limited to, providing information on the customers and End-users as may be reasonably requested by PBA (including but not limited to sharing of the identity and copies of delivery orders to End-users) and providing prompt notification to PBA on any changes to the status of the End-users.
4.10 The Company must not manufacture, sell, or distribute a Competing Product in the Territory, nor act as an agent for a third party wishing to manufacture, sell, or distribute a Competing Products in the Territory, without prior written approval from PBA.
4.11 The Company must alert PBA at once should it be aware of any impending or past breaches of laws and regulations relevant to the sale of the Products. In the event that the Company is aware of such breaches and fails to inform PBA of the same, the Company will indemnify PBA from the outcome of said breaches in accordance with the provisions of this Terms.
4.12 The Company will ensure that its Affiliates, directors, officers, shareholders, employees, agents, and any third parties acting on behalf of the Company in relation to the Products comply with the terms of this Terms.
4.13 Subject to Clause 24, for any updates or modifications made to the Purchase Order, the Company shall provide written notice to PBA for PBA to update or modify the information no later than thirty (30) days prior to the date that such updates will take effect.
5. OBLIGATIONS OF THE COMPANY AS A DISTRIBUTOR
5.1 The Company will, at its own cost and expense, use all reasonable commercial efforts to develop and exploit the maximum sales for the Products in the Territory. This covenant in this Clause 4.1 to use all reasonable commercial efforts shall include without limitation the following obligations:
(a) actively promote the sales of the Products within the Territory. In promoting the sale of the Products, the Company shall use promotional literature provided by PBA or developed by the Company (including, but not limited to, Products’ brochures) in consultation with and with prior written approval by PBA prior to use;
(b) prior to the beginning of each calendar quarter, provide to PBA a written forecast of the number and type of Products expected to be ordered in the following period of ninety (90) days. Such forecasts are not binding and will be used by PBA for planning purposes only;
(c) maintain a sufficient and representative inventory of the Products in the Territory to serve the demands of customers within the Territory;
(d) provide effective customer service (including, but not limited to, taking orders, responding to customer inquiries, fulfilling requests for quotes on Products pricing, and providing after-sales service) on a timely basis and shall provide such assistance and information to customers as is reasonably requested by PBA. The Company shall provide adequate and appropriate training to its staff concerning the Products;
(e) in consultation with PBA, provide effective regulatory support in the Territory, including but not limited to managing complaints, user feedback, adverse event reporting as well as product recall; and
(f) provide PBA with quarterly sales reports of the Company’s sales and activities to market the Products in the Territory in accordance with any guidelines issued by PBA. Each such report should minimally contain information on quantity of actual Products sold, number and nature of the customers that purchased the Products and any customer feedback received.
6. OBLIGATIONS OF PBA
6.1 PBA shall ensure that the Products will be provided with its usual quality assurance standards and is fit for the Intended Use.
6.2 Subject to Clause 24, for any updates or modifications made to the Purchase Order, PBA shall make reasonable efforts to update or modify the information and provide written notice of such updates to the Company no later than thirty (30) days prior to the date that such updates will take effect. In the event that the Products are no longer available, PBA reserves the right to reject future orders or to provide an equivalent product for the same Intended use with the provision of such a written notice.
6.3 PBA shall provide reasonable training and support to personnel of the Company as reasonably required by the Company to fulfil its obligations under this Terms.
6.4 PBA shall provide reasonable technical support to the Company via telephone consultations or via electronic communications during PBA’s normal business hours. Further, PBA shall provide to the Company up-to-date versions of relevant after-sales technical information in the English language to ensure that the Company has the relevant and current information regarding the Products.
6.5 In the event of the receipt of written notice of any alleged defect or damage in accordance with the terms of Clause 19.1, PBA shall investigate the alleged defect or damage, and upon the confirmation of the same, shall, at PBA’s sole discretion, effect the replacement of the affected Products or provide a credit note for the purchase price of the affected Products.
6.6 PBA shall have the option to direct all enquiries about the Products from the Territory to the Company to engage and follow up, with the exception of:
(a) enquiries from the Territory that are directly to PBA by Singapore government agencies;
(b) accounts in the Territory that the Company has informed PBA in writing of its desire not to engage; and
(c) accounts in the Territory that PBA established prior to this distribution agreement.
7. TERM AND TERMINATION
7.1 PBA shall be entitled to terminate the Purchase Order immediately by giving the Company notice in writing if:
(a) the Company does not fulfil its financial obligations under the Terms, including but not limited to its failure to pay PBA’s invoices within thirty (30) days of the date of such invoices;
(b) a competitor of PBA acquires an ownership interest in the Company. Any person or entity conducting business or otherwise having an interest in the provision of similar Products as PBA shall be deemed a competitor of PBA;
(c) the Company undergoes any Change of Control;
(d) the Company becomes subject to an Insolvency Event;
(e) the Company commits a breach of this Terms that is capable of remedy, and fails to remedy or correct such breach within thirty (30) days after receipt of written notice of such breach from PBA;
(f) the Company commits a breach of this Terms and such breach constitutes a breach which is material or which is incapable of remedy. For the avoidance of doubt, the supply of the Products contrary to this Terms without informing and obtaining prior consent from PBA shall constitute such a breach;
(g) any proceedings are commenced for the winding-up, insolvency or judicial management of the Company or for the appointment of a liquidator, receiver, judicial manager or similar officer of the Company or of all or any substantive part of its assets;
(h) the Company is unable, or admits its inability, to pay its debts as they fall due or seeks to enter into any composition or other arrangement with its creditors or a creditor; or any relevant authority takes possession of all or any substantial part of its business or assets;
(i) the Company ceases, or threatens to cease, to carry on business;
(j) the Company is merged, consolidated, or substantially changes the nature or character of its business, or substantially changes its management, ownership, or principals; or
(k) the Company assigns or attempts to assign any agreement tied to this Terms without the prior written consent of PBA.
7.2 Where the termination is initiated by the Company for reasons other than a breach of this Terms by PBA, and where permitted by local regulations, the Company shall, upon PBA’s request, make best efforts to effect the transfer of any local registrations pertaining to the Products to PBA or any party nominated by PBA at the Company’s own cost. In any other instances, the foregoing transfer shall be effected at PBA’s own cost.
8. CONSEQUENCES OF TERMINATION
8.1 The termination of these Terms, a Purchase Order, Statement of Work or an accepted Quotation shall not affect the Products or individual transactions concluded by PBA and the Company prior to the termination of the related Purchase Order unless such a transaction was in breach of the this Terms.
8.2 Upon the termination of these Terms, a Purchase Order, Statement of Work or an accepted Quotation for any reason:
(a) all indebtedness and liabilities of the Company to PBA shall immediately become due and owing, and the Company shall immediately make payment of the same to PBA;
(b) the Company shall cease all display, advertising, and use of PBA’s Intellectual Property;
(c) the Company shall promptly return to PBA all Confidential Information, and destroy all Confidential Information in accordance with the directions of PBA; and
(d) PBA shall have the option to direct the Company to return any or all of the Products within thirty (30) days after notice has been given under Clause 7.4.
8.3 Upon the termination of these Terms, a Purchase Order, Statement of Work or an accepted Quotation, all rights and obligations of both Parties shall cease save for any accrued rights or liabilities, including PBA’s right to recover any sums owing by the Company to PBA under this Terms. The Company is not entitled to claim any compensation or damages upon termination of this Terms, except in respect of Products supplied by PBA prior to the termination of this Terms.
8.4 Further, termination of this Terms is without prejudice to all provisions which are expressly or by implication intended by the Parties to be a Surviving Provision.
9. PRODUCT WARRANTY
9.1 Except as otherwise provided herein under this Clause 9, PBA disclaims any and all representations and express and implied warranties in relation to the Products, including without limitation, warranties of merchantability, non-infringement, and fitness for a particular purpose other than as indicated by PBA.
9.2 There is no warranty that the products shall be delivered free from any claim of any third person by way of infringement. There is no undertaking by PBA with respect to patent or trade-mark infringement. The foregoing warranty is in lieu of and excludes all other expressed implied warranties of merchantability or fitness, or otherwise.
9.3 During the product warranty period, PBA shall undertake, upon written request of the Company, to repair or replace at its discretion and as soon as possible any parts of the Products delivered which can be proved to be damaged or unfit due to bad material, faulty design or poor workmanship. Replaced parts shall become PBA’s property.
9.4 PBA shall bear the costs only of repairing or replacing the defective parts in PBA’s factory. If the Company requests repairing or replacing products on site, all additional costs arising therefrom particularly travel expenses shall be borne by the Company.
9.5 The Company shall have no other rights in case of deficiencies in the Products delivered, in particular claims for damages and cancellation of the contract.
9.6 The product warranty period is twelve (12) months from the Effective Date (the “Initial Product Warranty Period”). The Initial Product Warranty Period begins on the date PBA informs the Company or the relevant customer in writing that the Product is ready for dispatch to the destination indicated in the Purchase Order, unless otherwise agreed by the Parties in the Quotation and/or Purchase Order.
9.7 If PBA deems that any of the Products requires replacement of its part or its whole in order for the Products to be fit for the Intended Use, the Initial Product Warranty Period will lapse and a new product warranty period will begin (the “Renewed Product Warranty Period”). The Renewed Product Warranty Period ends not later than twelve (12) months after the beginning of the Initial Product Warranty Period for the Products or, if dispatch or commissioning of the replacement of the Products are delayed for reasons beyond PBA’s control, not later than eighteen (18) months after the Products are ready for dispatch.
9.8 The product warranty does not cover damages resulting from normal wear and tear, improper maintenance, failure to observe the operating instructions, incorrect operation excessive loading, the use of unsuitable material, the influence of chemical or electrolytic action, the action of over voltages and lightning, from corrosion, erosion, cavity and such like, unsatisfactory foundation, building or erection work not undertaken by us and other reasons beyond PBA’s control.
9.9 The product warranty expires if the Company or a third party undertakes alteration, modification or repair to the Products without PBA’s written consent, or if the Company does not immediately take appropriate steps to prevent any damage from becoming more serious and to enable PBA to rectify the defect.
9.10 If on expiry of the product warranty period the Company has made no specific written claims under the terms of the product warranty, PBA is released from its product warranty obligations.
10. LIMITATION OF LIABILITY
10.1 Each Party shall be liable for the other Party’s damages directly arising from any act caused leading to the breach of this Terms or in a grossly negligent manner by its Affiliates, directors, officers, employees or any other person employed by the Offending Party in performing a contractual obligation for whom the Offending Party is vicariously liable. The Offending Party shall not be liable for any indirect, incidental, special, consequential damages or lost profits of the other Party. This limitation of liability shall apply to all claims for damages irrespective of the legal grounds, including but not limited to tort, breach of contract and breach of duty prior to contract.
10.2 Nothing in this Terms shall obligate PBA to supply nor entitle the Company to any priority of supply in relation to the Products as against other distributors, agents or customers.
10.3 PBA shall not be liable to the Company or deemed to be in breach of this Terms for any adverse effect, injury or damage arising from the supply, storage, or use of the Products outside the scope of the Intended Use of the Products, non-adherence to the Instruction for Use or where contrary to the instructions and recommendations of PBA.
10.4 PBA shall not be liable to the Company or to be deemed to be in breach of this Terms by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Products, if the delay or failure was due to any cause beyond PBA’s reasonable control.
10.5 PBA shall have no liability to the Company for any losses, damages, costs, expenses or other claims for compensation arising from any information or instructions supplied by the Company which is or are incomplete, incorrect or inaccurate unless said information was provided by PBA.
10.6 PBA does not warrant that a third party supplied with the Products intended for distribution outside the Territory (including Singapore) would not subsequently supply the Products in the Territory.
10.7 Subject to the Company fulfilling all the conditions in Clause 4, 5 (where applicable), and 9, PBA shall indemnify the Company against any liability incurred by the Company in respect of damage to property, death or personal injury arising from any fault or defect in the materials or workmanship of the Products and any reasonable costs, claims, demands and expenses arising out of or in connection with that liability.
10.8 In no event shall PBA’s total liability to the Company under this Terms exceed in aggregate the total amount paid by the Company for the Products rendered by PBA hereunder twelve (12) months prior to the Company’s claim. Any claim made by the Company against PBA shall be submitted within ninety (90) days after the subject matter giving rise to the claim has arisen, failing which any such claim will be void.
10.9 For the avoidance of doubt, PBA undertakes to carry out the order in accordance with this Terms and to fulfil its product warranty obligation. PBA shall not be liable to the Buyer for any further claims except those specific under this Clause 10.
11. INDEMNITY
11.1 The Company shall indemnify and at all times hereafter keep indemnified PBA and its Affiliates (together with their directors, officers, shareholders, employees and agents) against all and any losses, damages, actions, proceedings, costs, claims, demands, liabilities which may be suffered or incurred by PBA or asserted against PBA by any person, firm or entity whatsoever, in connection with any personal injury or death or damage or loss to property (movable or immovable), or any matter or event whatsoever arising out of, in the course of, by reason of or in respect of:
(a) any breach of this Terms by the Company and/or its Affiliates, directors, officers, shareholders, employees or agents;
(b) libel, slander, or defamation;
(c) infringement of rights of third party, including Intellectual Property Rights;
(d) right of publicity, or invasion of privacy;
(e) any inaccurate or unauthorised representation or warranty made by the Company and/or its Affiliates, directors, officers, shareholders, employees or agents, or failure to conform to local laws and regulations;
(f) any wilful act or conduct, or any negligent act or omission, or any other wrongful act or omission, by the Company and/or its Affiliates, directors, officers, shareholders, employees or agents; and
(g) any other matter arising out of the implementation of this Terms or the duties and obligations of the Company under this Terms.
11.2 In the event that any legal or administrative proceedings are commenced by any third party or any relevant government authority against the Company in connection with the Company’s obligations or any act or thing undertaken or purported to be undertaken by the Company under this Terms, the Company shall in its own discretion and at its own cost settle or defend any claims, demands, actions or proceedings brought by such third party or relevant authority, provided that the Company shall not incur any liability on behalf of PBA and PBA shall not be required to indemnify the Company against any such claims, demands, actions or proceedings and/or any liabilities, damages, costs and expenses that may arise therefrom or which may be otherwise suffered or incurred by the Company.
11.3 The Company shall notify PBA in writing forthwith upon becoming aware of any legal or administrative proceedings commenced by any third party or any relevant government authority against the Company and shall keep PBA informed of the progress of any defence against or settlement entered into with the third party or government authority.
11.4 The Company shall and at all times hereafter keep indemnified PBA and its Affiliates (together with their directors, officers, shareholders, employees and agents) against all actions, claims, demands, losses, damages, expenses and costs arising out of any of the Company’s acts, omission or negligence that cause or result in PBA or its Affiliates to be in breach of the Personal Data Protection Act 2012 and all applicable data protection laws, whether in Singapore or any other relevant jurisdiction where the Company may be providing its goods and services.
11.5 The provisions under this Clause shall continue in effect notwithstanding the expiration or termination of this Terms.
12. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
12.1 Unless expressly assigned to the other Party, whether in this Terms or in some other documents made between Parties, all of the Intellectual Property Rights in the Background Intellectual Property shall remain vested in the respective owner of the Background Intellectual Property.
12.2 The Company agrees and acknowledges that the goodwill, Intellectual Property and other rights associated with the Products and any documentation provided by PBA vests in PBA and that it is the intention of the Parties that all such rights will at all times hereafter and for all purposes remain vested in PBA. In the event that any such rights at any time accrue to the Company by operation of law or howsoever arising otherwise, the Company will at its own expense forthwith on PBA’s demand do all such acts and things and execute all such documents as PBA shall deem necessary to vest such rights absolutely in PBA. The Company agrees that PBA may elect the appropriate service provider or agent to perform such services and the Company will reimburse PBA on all costs and expenses incurred by PBA.
12.3 All documents submitted with Quotations which do not result in an order shall be returned to PBA on request, and all electronic documents in relation to the Quotations are to be deleted by the Company immediately.
12.4 All modifications, additions, alterations, enhancements, improvements, upgrades or new versions of the tests conducted by PBA or any third party in a lawful manner in connection with the Products shall be owned by PBA.
12.5 PBA shall be the sole owner of all Intellectual Property Rights in any Foreground Intellectual Property. The PBA shall not be obligated to implement, use, or license the Foreground Intellectual Property at any time.
12.6 In engaging any persons (excluding PBA) to provide any Intellectual Property that would be incorporated into the Foreground Intellectual Property, the Company shall endeavour to obtain from the respective person a waiver of all rights to the Intellectual Property including his or her moral rights in the copyright work, a waiver of the right to be attributed as the author of the copyright work, and/or a waiver of any rights to a compilation.
12.7 The Company shall, at the request of PBA, enter into such agreements with PBA (including without limitation licence and registered user agreements) and shall execute such documents and carry out such actions as may be necessary to protect and register any Intellectual Property of PBA.
12.8 The Company will immediately notify PBA forthwith of any and all circumstances coming to the attention of the Company, its directors, agents, and employees, which may constitute an infringement of or passing off and/or any Intellectual Property contained in the Products.
12.9 The Company will promptly ensure that PBA is notified in writing no later than three (3) days of any litigation relating to this Terms or the Company’s operations hereunder instituted by any person, firm, corporation or governmental agency against the Company.
12.10 PBA shall, at its own expense, have the right in its sole discretion to undertake the defence or prosecution, as the case may be, of any and all claims or causes of action arising from the Company’s use, under and pursuant to this Terms, of the Intellectual Property contained in the Products. PBA shall have the option of conducting the defence or prosecution (as the case may be) in the name of the Company at the cost of PBA. PBA, at its option, shall also have the right in its sole discretion to advise, assist or undertake the defence or prosecution, as the case may be, of any hearings or conferences before any governmental agencies or litigation directly or indirectly concerning the Intellectual Property contained in the Products, and the Company shall promptly notify PBA of any such matters in writing.
12.11 In the event PBA undertakes the defence or prosecution of any litigation, the Company shall execute any and all documents and do such acts and things as may, in the opinion of the PBA or legal counsel for PBA, be necessary to carry out such defence or prosecution, either in the name of PBA or in the name of the Company, as PBA shall elect. The Company shall take such reasonable actions in connection with and/or as PBA may direct to assist PBA in the prosecution or defence of such claims.
12.12 The Company shall not cause, or where preventable, permit anything to be done which may damage or endanger any of the Intellectual Property relating to PBA or to the Products.
12.13 The Company shall not, save with the written consent of PBA, alter, remove or in any way tamper with the trademarks or trade dress, or affix any other trademark, logo or other marks on the Products or on the packaging of the Products.
12.14 The Company shall not use or assist any third party to use the Intellectual Property relating to PBA or the Products in a manner that could potentially devalue, injure, demean or dilute the goodwill or reputation of the PBA or the Products.
12.15 The Company shall not in any way use the Intellectual Property relating to PBA or the Products in connection with any other goods or services other than the Products.
12.16 The Company must inform PBA of all laws, governmental and other regulations, which must be observed during the execution of the Purchase Order.
13. PUBLICITY AND REPUTATION PROTECTION
13.1 Subject to Clause 13.2, the Company shall not make any announcement or issue any circular in connection with the existence or the subject matter of this Terms without the prior written approval of the PBA.
13.2 The restriction in Clause 13.1 shall not apply to the extent that the announcement or circular is required by law, by any stock exchange or any regulatory or supervisory body or authority of competent jurisdiction, whether or not the requirement has the force of law. If this exception applies, the Company shall use its best efforts to consult with PBA in advance as to its form, content and timing.
13.3 The Company undertakes that it will not do anything, and will ensure that none of its Representatives do anything, that will derogate or will likely to be derogatory or otherwise disparage PBA, its name or reputation, or any other goodwill associated therewith.
14. CONFIDENTIALITY
14.1 Each Party shall at all times keep confidential the other Party’s Confidential Information and shall not use or disclose such Confidential Information except with the prior written consent of the other Party.
14.2 The Company undertakes to PBA that it shall make every effort to prevent the use or disclosure of Confidential Information.
14.3 Nothing contained in this Clause 14 shall prevent either Party from disclosing any Confidential Information to the Party’s own Affiliates, directors, officers, employees and/or agents involved in the performance of this Terms, provided that such disclosure shall be made in confidence and only to the extent necessary to enable the discharge of duties and responsibilities owed by such Party to the other Party and further provided that such officers, employees and/or consultants are bound in writing to observe similar obligations of confidentiality.
14.4 Nothing contained in this Clause 16 shall prevent either Party from disclosing any information to the extent required in connection with legal proceedings amongst one or more of the Parties in relation to this Terms, or as required pursuant to law or an order of court, or the requirements of any governmental, statutory or regulatory authority.
14.5 Further, any information described in this Clause 16 shall not be deemed confidential if:
(a) it is or becomes publicly known through no wrongful act by any third party or by the Party disclosing or seeking to disclose;
(b) it is information which is required to be disclosed by the Company pursuant to any applicable laws or any requirement of any competent governmental or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body (including without limitation, any relevant stock exchange, central monetary authority, or securities council), provided that prior written notice is given to PBA of the contents and timing of such disclosure or where such prior written notice is not practical, contemporaneous written notice of such disclosure;
(c) it is information disclosed by the Company in confidence to its Representative for a purpose incidental to this Terms;
(d) it is information which was available to the Company on a non-confidential basis before disclosure by PBA;
(e) it is information which is independently developed by the Company from the information provided or obtained from sources other than pursuant to or in connection with this Terms, provided such independent development can be proved by documentary evidence;
(f) it is information which is required to be disclosed pursuant to any legal process issued by any court or tribunal whether in Singapore or in any other applicable jurisdiction;
(g) it is mutually agreed by the Parties in writing that the information is not confidential;
(h) it is already known to the Party disclosing through lawful means; or
(i) it is rightfully received by the Party disclosing or seeking to disclose from a third party having the right to disclose and to permit further disclosure, and without any breach of such third party’s obligations of confidentiality.
14.6 PBA shall be permitted to disclose sales and End-user information necessary for the fulfilment of reporting obligations to licensor(s) of licensed technologies incorporated into the Products and regulatory bodies.
14.7 For the avoidance of doubt, technical documents, such as drawings, descriptions, illustrations and the like, and all weight data, shall serve as an approximate indication only, provided they have not expressly been specified as binding in writing. If not binding, PBA reserves the right to make any alterations considered necessary.
14.8 Any technical documents supplied by PBA are Confidential Information that belongs to PBA and are to be treated in confidence by the Company. The technical documents remain PBA’s exclusive property and may be neither copied nor reproduced nor communicated to a third party in any way for whatever purpose, nor used for the construction of any goods or parts thereof. The technical documents may be used for operation and maintenance without compromising the obligation to treat these technical documents as Confidential Information.
14.9 The obligations of each of the Parties under this Clause 14 shall continue without limit in point of time notwithstanding the expiration or termination of this Terms.
15. DATA SECURITY
15.1 PBA shall have the sole discretion in deciding whether to provide the Company with any information or data relating to any of PBA’s customers and only insofar as is necessary for the provision of the Products and for the Intended Use.
15.2 The Company shall (and shall procure that its Representatives shall) at all times be in compliance with all applicable data protection laws, whether in Singapore or any other relevant jurisdiction where the Company may be providing its goods and services, including the Personal Data Protection Act 2012.
16. REPRESENTATIONS AND WARRANTIES
16.1 Each Party represents and warrants to the other Party that:
(a) it has full legal right and power, or corporate power and authority (as may be applicable), to execute and deliver this Terms and to fully perform its obligations hereunder;
(b) this Terms will, when executed, constitute legal, valid and binding obligations on it, enforceable against it in accordance with its terms;
(c) it has obtained all governmental, statutory, regulatory or other consents, licences, authorisations, approvals, waivers or exemptions required to empower it to enter into and perform its obligations under this Terms;
(d) the entry into and performance by it of its obligations under this Terms will not:
(i) conflict with or result in a breach of any agreement or instrument to which it is a party;
(ii) result in a breach of any applicable laws or regulations, or of any order, judgment or decree of any court or governmental or regulatory body; or
(iii) cause it to be in breach of any obligations to a third party or give rise to any rights of third parties against it;
(e) it is not at the time of entering into this Terms insolvent or subject to an Insolvency Event;
(f) the performance and implementation of this Terms as contemplated by the terms herein does not infringe upon any applicable laws, or its constitutional documents, or any agreement, judgment, award or administrative decision by which the Company or its assets may be bound or subject; and
(g) there are no actions, suits, proceedings or investigations pending or threatened in any court or before any governmental agency or instrumentality, or any basis for any claims, action, suit, proceeding or investigation, which affects or could affect, directly or indirectly, any of the assets, properties, rights or business of it, or the right of it to operate and use its assets, properties or rights and carry on its business.
17. RELATIONSHIP OF PARTIES
17.1 The Company is not and shall not be deemed to be a legal representative, dealer, agent, joint venturer or partner of PBA for any purpose.
17.2 The Company acknowledges that PBA has not given it any authority to incur any obligations (expressed or implied) or enter into contracts on behalf of PBA or otherwise bind PBA in any transaction with customers, government agencies or third parties.
18. FORCE MAJEURE
18.1 In the event that either Party to this Terms is affected by Force Majeure (the “Relevant Party”), the Relevant Party shall:
(a) forthwith notify the other Party in writing;
(b) within five (5) days thereof provide detailed information of the event and explaining the reasons for its inability to perform this Terms; and
(c) use and continue diligently to use all reasonable efforts to remove the cause of the Force Majeure,
whereupon the Relevant Party shall be excused performance or the punctual performance, as the case may be, as from the date of such notice for so long as the event of Force Majeure shall continue.
18.2 Each Party undertakes, notwithstanding that it is not the Party whose performance is affected, to cooperate and use its best endeavours to assist in removing the cause of the Force Majeure.
18.3 Neither Party shall be deemed to be in breach of this Terms, nor otherwise liable to the other, for any delay in performance or the non-performance of any of its obligations under this Terms, to the extent that the delay in performance or non-performance is due to Force Majeure of which it has notified the other Party.
19. NOTICES
19.1 All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by prepaid registered post or by e-mail addressed to the intended recipient thereof at its address or e-mail set out in the Quotation.
19.2 A Party may change its details in relation to Clause 19.1 given in the Quotation by giving written notice to the other Party, the change taking effect for the Party five (5) days after the deemed receipt of the notice.
19.3 A notice or other communication made or given by one Party to the other Party in accordance with this Clause 19 shall be effected and deemed to have been duly given, served or made:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice or other communication is left at the relevant address;
(b) if sent by any delivery service providing proof of delivery, at the time recorded by the delivery service; and
(c) if sent by email, on the date and at the time recorded on the face of the email as having been sent by the sending Party,
provided that in each case where service occurs after 6:00pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9:00am on the next following Business Day.
19.4 In proving such email service, it shall be sufficient to prove that an email was delivered to any Party where an email confirmation note indicates that the transmission was successful and has been read.
20. GOVERNING LAW AND DISPUTE RESOLUTION
20.1 This Terms, and any dispute arising out of or in connection with this Terms (including any question regarding its validity, the enforceability and performance of any of its provisions and any non-contractual claims) (a “Dispute”), shall be governed by and construed in accordance with the laws of the Republic of Singapore.
20.2 In the event of any Dispute, the Parties each agree to follow the procedure set out in this Clause 20.2:
(a) The Parties shall first seek to resolve the Dispute amicably by negotiation in good faith through face-to-face meetings or telephone conference calls.
(b) If the Parties are not able to resolve the Dispute through negotiation in accordance with Clause 20.2(a) within thirty (30) days of the commencement of the negotiation (or such other period as the Parties may agree in writing), the Dispute shall be referred to and finally resolved by arbitration in Singapore in accordance with the Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, in accordance with the following terms:
(i) the arbitral tribunal shall consist of a sole arbitrator to be agreed between the Parties or failing such agreement, then as may be appointed in accordance with the SIAC rules;
(ii) the place of arbitration shall be Singapore;
(iii) the language to be used in the arbitral proceedings shall be English; and
(iv) the arbitrator’s award shall be final and binding and the Parties hereby waive all rights of appeal or objection in any jurisdiction.
20.3 Regardless of the nature of the Dispute, except for the matters in the Dispute, the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Terms.
21. ASSIGNMENT
Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other except that PBA shall have the right to assign to any of PBA’s Affiliates, or to any corporation into which it shall be merged, with which it shall be consolidated, or by which it, or all substantially all of its assets, shall be acquired.
22. ILLEGALITY
The invalidity or unenforceability for any reason of any part of this Terms shall not prejudice or affect the validity or enforceability of the remainder. If any provision of this Terms is held to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Terms and the remainder of the provision in question shall not be affected.
23. REMEDIES AND WAIVER
23.1 No remedy conferred by any of the provisions of this Terms is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any Party shall not constitute a waiver by such Party of the right to pursue other available remedies.
23.2 A waiver of any term, provision or condition of, or consent granted under, this Terms shall be effective only if given in writing and signed by the waiving or consenting Party and then only in the instance and for the purpose for which it is given.
23.3 The failure by any Party at any time to exercise, or delay on its part in exercising, any right or remedy under this Terms or to require performance by the other Party or to claim a breach of any term of this Terms shall not be deemed to be a waiver of such or any other rights or remedies available to him, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
24. AMENDMENTS AND VARIATION
24.1 No amendment, modification of, or addition to any terms of this Terms (including those in the form of directions or guidance) shall be valid and/or effective unless:
(a) Made in written documents (the “Documentation”);
(b) Mutually agreed by the Parties and signed by all Parties or their duly authorized Representatives (where applicable).
24.2 If the Documentation mentioned in Clause 24.1 are taken to form the terms of this Terms, all terms in the Documentation and this Terms are to be taken as mutually explanatory of one another.
24.3 No performance based on the amendment, modification of, or addition to any terms of this Terms shall be valid and/or effective unless all requirements in Clause 24.1 have been made.
24.4 In the case of ambiguities or discrepancies of any terms (including prices) between this Terms and any of the documentation mentioned in Clause 24.1, the same shall be explained and adjusted by reading the terms of the documentation in the following order of priority (highest to lowest):
(a) The Terms;
(b) The terms (including applicable rates or prices) of invoices, purchase orders, or any other document issued by PBA which have been acknowledged and signed off by the respective Representatives of the Parties; and
(c) The terms (including applicable rates or prices) of invoices, purchase orders, or any other document issued by the Company which have been acknowledged and signed off by the respective Representatives of the Parties.
24.5 Should it become evident at any point in time before PBA sells the Products that deviations from the original terms of this Terms as of the Effective Date, including the specifications of the Product, are necessary or expedient, PBA shall notify the Company accordingly within three (3) days in writing. PBA shall then advise the Company whether PBA agrees with and accepts the proposed modifications in writing.
24.6 The Company acknowledges and agrees that PBA shall have the right to request changes in the terms of this Term following execution of the Quotation and Purchase Orders, provided that such amendments or variation may reasonably be expected of the Company or are usual in the trade. In the event that PBA requests amendments or variation to this Terms, it shall make reasonable allowance for any implications this may have, particularly with regard to increases or reductions in costs, and delivery dates.
24.7 For any amendment or variation of terms (including prices) arising from Clause 24.5 and Clause 24.6, PBA shall, as soon as practicable, price the variation after consulting some or all the following documents in the following order of priority (highest to lowest):
(a) This Terms;
(b) Invoices, purchase orders, or any other document issued by PBA which have been acknowledged and signed off by the respective Representatives of the Parties;
(c) Invoices, purchase orders, or any other document issued by the Company which have been acknowledged and signed off by the respective Representatives of the Parties; and
(d) Any other bills, schedule of rates or prices, or other documents to the extent that it is reasonable to use them.
25. SEVERABILITY
25.1 If any term of this Terms or the application of any such term is held by a court of competent jurisdiction to be wholly or partly illegal, invalid or unenforceable, the same shall be deemed to be deleted from this Terms and be of no force and effect, whereas the other terms hereof shall remain in full force and effect as if such term had not originally been contained in this Terms. In the event of such deletion, and if the commercial basis of this Terms is, whether by reason of any illegality or change in circumstances, substantially altered, the Parties shall review and agree on revisions mutually acceptable to them which shall most closely reflect their original intent and purposes in place of the terms so deleted.
25.2 Any of the terms and provisions of the Company’s purchase order which are inconsistent with the terms and provisions herein shall not be binding on PBA and shall not be considered applicable to the sale of the products covered in the contract between the parties.
26. NO PARTNERSHIP
Nothing contained in or relating to this Terms shall or shall be deemed to constitute any partnership, agency or fiduciary relationship between any of the Parties and no Party shall have any authority to act for or to assume any obligation or responsibility on behalf of any other Party.
27. TIME OF THE ESSENCE
Any date, time or period mentioned in any provision of this Terms may be extended by mutual agreement between the Parties but as regards any time, date or period originally fixed and not extended, or any time, date or period so extended as aforesaid, time shall be of the essence.
28. THIRD PARTY RIGHTS
Save as otherwise provided in this Terms, nothing in this Terms is intended to grant to any third party any right to enforce any term of this Terms or to confer on any third party any benefits under this Terms and, to the fullest extent permissible under any applicable law, this Terms excludes the operation of any statute or law that confers any third party rights, including the Contract (Rights of Third Parties) Act (Chapter 53B).
29. ENTIRE AGREEMENT
29.1 The Parties agree that this Terms and all other agreements incorporating this Terms shall constitute the sole and entire agreement under which PBA will sell and Company will purchase the Goods, and shall supersede all prior or contemporaneous proposals, agreements and all other communications (whether written or oral, express or implied) entered into between the Parties in respect of the matters dealt with herein.
29.2 Nothing in this Clause 29 shall limit or exclude any liability for fraud or fraudulent misrepresentation.
30. COSTS
Each Party shall bear its own costs and expenses incurred in connection with the preparation, negotiation and entry into of this Terms, including any legal costs.
31. SUB-CONTRACTORS
The PBA is entitled to have third parties, such as sub-contractors, carry out Services or delivery of any part or the entirety of the Products. Should the Company indicate a preference to use its own sub-contractor(s) both Parties agrees to the same as indicated the Quotation or Purchase Order, the Company will bear the procurement risks and costs which comes with the use of the aforesaid sub-contractor(s) in connection with the Products, and the Company acknowledges that the warranty provided by PBA for the Products will be void to the extent permitted by law.
Sales
