TERMS AND CONDITIONS OF PURCHASE
1. Terms
In these terms and conditions, “Keppel Technology Solutions” shall refer to Keppel Technology Solutions Pte. Ltd. purchasing the Deliverables or as indicated in the purchase order attached to these terms and conditions. By proceeding with this transaction with Keppel Technology Solutions, the Supplier accepts these terms and conditions and agrees to adhere to Keppel Technology Solutions’ Supplier Code of Conduct (below). Save as provided otherwise, the purchase order, these terms and conditions, and any attachments, specifications and other information agreed to by Keppel Technology Solutions whether attached physically or incorporated by reference (collectively, “Purchase Order”) constitute the entire agreement between Keppel Technology Solutions and the supplier (“Supplier”) in respect of the products and services specified in the Purchase Order (“Deliverables”), irrespective of any purported inclusion of different or additional terms by Supplier. Keppel Technology Solutions’ issuance of Purchase Order is conditioned on Supplier’s acceptance of these terms and conditions. Notwithstanding the foregoing, if a master agreement for Deliverables exists between Keppel Technology Solutions and Supplier, such master agreement shall prevail over inconsistent terms herein, to the extent of inconsistency. Kindly note that the Supplier should notify Keppel Technology Solutions in writing of any disagreement with these terms and conditions immediately should the Supplier not agree with any of the terms set forth herein.
2. Supplier Code of Conduct
Keppel Technology Solutions has published and adopted a Supplier Code of Conduct which is available on its website at https://keppeltechsolutions.com/about-us/corporate-governance/. No signature is required for the Supplier Code of Conduct. The standards of conduct outlined in the Supplier Code of Conduct fall into the broad categories of Business Conduct, Human Rights, Safety and Health and Environmental Management. Supplier shall review and agrees to comply with the Supplier Code of Conduct in its dealings with Keppel Technology Solutions.
3. Information System Suppliers who access any of the Keppel Technology Solutions’ information systems shall only do so upon the express written approval of Keppel Technology Solutions and in compliance with such terms and conditions of use that the Keppel Technology Solutions imposes.
Such terms and conditions of use include without limitation the following:-
(i) Using only non-infringing licensed and credible software, equipment and processes when interfacing with or accessing the information systems;
(ii) Observing the Keppel Technology Solutions’ security control procedures;
(iii) Protecting and securing passwords and other access credentials; and
(iv) Ensuring the confidentiality of all confidential information obtained through such access.
4. Delivery, Title and Risk
Time is of the essence in Supplier’s provision of Deliverables. Keppel Technology Solutions may reject Deliverables if
(i) delivered after the delivery date as specified in Purchase Order or otherwise agreed; and/or
(ii) delivered not in accordance with Purchase Order. Supplier shall include a packing list containing all relevant identification information with each delivery of Deliverables. Supplier shall be responsible for all shipping and delivery charges, including without limitation, customs, duties, taxes and insurance. Risk, and in the case of hardware, title, in Deliverables shall pass to Keppel Technology Solutions only upon its acceptance of Deliverables. Supplier grants to Keppel Technology Solutions a non-exclusive, worldwide, royalty-free, sub licensable license to all intellectual property right in the Deliverables to the extent necessary for Keppel Technology Solutions to use, import, export sell and/or distribute the Deliverables.
5. Payment
Unless otherwise specified in Purchase Order, the price for Deliverables includes all taxes and other charges. Supplier shall invoice Keppel Technology Solutions the price for Deliverables as specified in Purchase Order only upon delivery and acceptance. Keppel Technology Solutions shall pay Supplier properly invoiced amount by the time specified in Purchase Order or otherwise agreed.
6. Variation and Termination
Keppel Technology Solutions may, at any time, vary Purchase Order by, without limitation, changing the quantity of Deliverables, the delivery date, specifications and/or place of delivery. In the event of such variation, the price of Deliverables shall be adjusted equitably, based on the same unit price unless otherwise agreed. Keppel Technology Solutions may, at any time, terminate Purchase Order for any reason or no reason. In the event of such termination, Keppel Technology Solutions’ sole and exclusive liability shall be to pay Supplier the price of Deliverables that have been completed and accepted. Notwithstanding the foregoing, Keppel Technology Solutions may terminate Purchase Order without liability, if Supplier fails to rectify a breach of these terms and conditions within seven (7) days of notice or if Supplier is insolvent or ceasing to do business.
7. Confidentiality
Supplier shall keep secret non-public information of Keppel Technology Solutions and its affiliates. Supplier shall obtain Keppel Technology Solutions’ prior written consent before publicly announcing its status as a supplier of Keppel Technology Solutions.
8. Indemnification
Supplier shall fully indemnify Keppel Technology Solutions against all losses, damages, costs, expenses and/or claims incurred by Keppel Technology Solutions arising from
(i) any act, omission and/or default of Supplier, its agents, employees or subcontractors; and/or
(ii) any third party claim alleging that Deliverables infringe intellectual property rights. All such losses, damages, costs, expenses and/or claims under this Purchase Order may be deducted or set-off by Keppel Technology Solutions from or against monies due or which may become due to the Supplier under this Purchase Order or any other transaction with Keppel Technology Solutions, and the balance (if any) shall be a debt due immediately recoverable by Keppel Technology Solutions.
9. Representations and Warranties
Supplier represents and warrants that
(i) Deliverables conform to the agreed specifications and all relevant legal and regulatory requirements, and are suitable for the intended use;
(ii) Deliverables do not infringe any intellectual property right; and
(iii) it has full power and authority to enter into and perform Purchase Order.
10. Liability
In no event shall Keppel Technology Solutions and its affiliates be liable to Supplier for any incidental, indirect, special, consequential damages or loss of profits arising out of on in connection with Purchase Order. Unless to the extent prohibited by law, in no event shall the aggregate liability of Keppel Technology Solutions and its affiliates to Supplier in connection with Purchase Order exceed the price of the Deliverables.
11. Governing Law
Purchase Order shall be governed by and construed in accordance with Singapore laws. Keppel Technology Solutions and Supplier agree to submit to the exclusive jurisdiction of the Singapore courts.