TERMS AND CONDITIONS OF SALE
DPO and Purchaser agree to the terms and conditions herein in respect of the sales and supplies made by DPO in response to the purchases by the Purchaser. The Parties acknowledge that this is a computer-generated document where no signature is required. Upon issuance of Sales Order, all purchases by the Purchaser shall be governed by the Terms and Conditions of Sales herein and the terms appearing on the front page of the Sales Order, provided always when there is a separate contract which has been signed and expressly acknowledged by the Parties to govern sales, then the separate contract terms shall also govern the supplies and prevail over the inconsistent Terms herein. Notwithstanding any quotation terms, acknowledgement, order confirmation or other communication which may differ from these agreed terms, the Sales Order shall be performed without the additional or different terms. Where deemed applicable by DPO, any reference to DPO shall include DPO’s affiliates such as its parent, related or associated companies and/or subsidiaries.
1.1 In this Terms, the following expressions will unless the context otherwise requires have the following meaning:-
1.1.1 “Parties” means the contracting party whose name appear for DPO and Purchaser repectively in the Sales Order. Jointly referred to as Parties and individually as Party;
1.1.2 “Products” means the items detailed in this Sales Order ;
1.1.3 “Sales Order” means this document detailing the purchase by the Purchaser from DPO with description of Products, any delivery date and quantity of sales to be detailed for delivery of the Products.
1.1.4 “Sale Contract” means a contract for sale of the Products by DPO to the Purchaser under Clause 2 herein and incorporating the Terms and, if applicable, the agreed terms of the separate contract signed and acknowledged by the Parties to govern the sales detailed in the Sales Order.
1.1.5 “Terms” means the Terms and Conditions of Sales detailed herein and the terms appearing on the front page of this Sales Order.
1.2 All references to the Terms herein shall include any Sale Contract unless otherwise stated.
1.3 Time for doing any act or thing under this Terms will if it ends on a Saturday, Sunday or Parties’ statutory or public holiday, be deemed to end on the day next following which is not a Saturday, Sunday or DPO’s statutory or public holiday.
2 ORDER ACCEPTANCE
2.1 Every order placed by the Purchaser constitute an offer from the Purchaser to purchase Products in accordance with the provisions herein. DPO reserves right to accept or reject such an offer at its own discretion.
2.2 DPO is not bound by any offer or quotation for the sale of the Products which it provides. Such offer or quotation is only acted as an invitation to the Purchaser to place an order for the purchase of the Products from DPO.
2.3 A Sale Contract is only concluded upon written acceptance by DPO of the Purchaser’s order by way of order confirmation.
2.4 All the terms and conditions of sale shall be considered as accepted by the Purchaser once the order placed is submitted to DPO. The Parties shall perform each Sales Contract subject to the provisions herein when a Sales Order from DPO is issued to the Purchaser. Once DPO issued this Sales Order to the Purchaser, the Purchaser’s purchase order shall be deemed to be accepted by DPO and the Purchaser agreed to be bound by the Terms contained herein. Silence or non-objection by the Purchaser shall be deemed to be an acceptance.
3 PRICE AND PAYMENT
3.1 Purchaser agrees to pay for the Products to DPO in accordance with the agreed pricing structure detailed in this Sales Order.
3.2 Unless otherwise stated in the respective Sales Order, prices shall exclude all import or other taxes imposed on the sale of the Products. All invoices shall be paid at the latest on the due date as stated on the invoices. No set off is permitted unless there is prior agreement in writing between parties. All complaints concerning the invoices must be made in writing and within 5 days from the date of the invoice, otherwise it will be considered correct by the Purchaser.
3.3 In the event that the Purchaser failed to pay for the Products when it is due and payable:
i. DPO shall be entitled to suspend or terminate all existing contractual obligations with the Purchaser, at no costs or liabilities to the Purchaser or any third parties;
ii. all outstanding payments by the Purchaser to DPO shall become immediately due and payable and subject to late payment interest of 2% per month on the outstanding payments from date of default till date of full settlement;
iii. all outstanding payments by the Purchaser to DPO shall subject to DPO’s right of set-off, if applicable.
4 DELIVERY, TITLE AND RISK IN THE PRODUCTS
4.1 Unless expressly agreed otherwise in writing, the goods shall be delivered in accordance with details in the respective Sales Order. Any delivery times are estimate only. DPO shall make reasonable efforts to meet delivery times.
4.2 Unless expressly agreed otherwise in writing, DPO shall not be responsible for any loss or constitute a ground of termination or cancellation of the Sale Contract by the Purchaser, as the case may be.
4.3 All title to the Products shall only pass to the Purchaser by DPO upon due payment for such Products by the Purchaser.
4.4 In the event that the Products have been sold by the Purchaser before payment for the same has been made, the Purchaser shall:
i. pay DPO for such Products as per the Sales Order; and
ii. account for the profit obtained from the sales of the Products.
4.5 The risk of loss of or damage to the Products shall be transferred from DPO to the Purchaser upon delivery.
5 INSPECTION AND ACCEPTANCE OF PRODUCTS
5.1 Any complaint as to the Products delivered by DPO shall be communicated to DPO within 3 days of receiving such Products. Otherwise, all such Products delivered shall be deemed accepted by the Purchaser.
5.2 In relation to Clause 5.1, if such complaint is duly communicated to DPO within the stipulated timeframe, DPO shall be entitled, at its own discretion, to replace, refund or repair upon investigation, subject to the Purchaser’s proof that such defects are not caused by the Purchaser. No return of Products shall be accepted without prior agreement in writing by DPO. Complaints shall not entitle the Purchaser to postpone, withhold or delay any payment to DPO.
6 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
6.1 Purchaser warrants that it has the capacity and authority to agree on the terms in this Sales Order as well as the Sale Contract.
7.1 DPO’s liability to the Purchaser shall only be limited to actual loss if it is held liable, to the exclusion of indirect loss, loss of business profit or income, loss of its customers, loss of reputation, damage to third parties.
7.2 DPO shall not be held liable for damage or loss resulting from the Purchaser’s failure to fulfill its obligations.
8.1 The Parties shall regard all commercially sensitive information, including pricing, as confidential information and shall not divulge it without the written approval of the other.
8.2 Confidential information shall not include information which:-
8.2.1 is already known (without restriction or breach of this provisions) to the recipient party; or
8.2.2 is or becomes publicly known through no wrongful act of the recipient party; or
8.2.3 is rightfully received from a third party without similar restriction and without breach of any obligation of confidentiality; or
8.2.4 is independently developed by the recipient party without breach of this provision; or
8.2.5 is approved for release by written authorisation of the furnishing party, to the extent of such written authorisation.
8.3 The Terms of this Clause shall survive the termination or completion of each Sale Contract.
9 FORCE MAJEURE
9.1 Each Party must make all reasonable efforts to minimize Force Majeure event.
9.2 DPO shall not be responsible for any delay or failure to perform any of its obligations herein if the event is caused by circumstances beyond its reasonable control or otherwise unavoidable including without limitation acts of God, government orders, rules or restrictions, generally caused by food borne illness, food scare or food safety concern, fire, flood, war, strikes or any other casualties or contingencies, and a reasonable extension of time shall be allowed to effect performance of its obligations or at DPO’s option, Sale Contract shall be cancelled wholly or partly.
10 ENTIRE AGREEMENT
10.1 No addition to or modification of any provision of these Terms shall be binding upon the Parties unless made by a written instrument signed by duly authorised representative of each of the Parties.
11 TERMINATION FOR DEFAULT OR INSOLVENCY
11.1 Preservation of other claims
If the Purchaser breaches (including repudiates) the Terms, nothing herein will prejudice the right of DPO to recover damages or exercise any other right or remedy.
11.2 Notice of default
If Purchaser fails to punctually comply with the Terms, DPO is entitled to seek alternative supply on Purchaser’s costs and without notice to the Purchaser.
11.3 Effect of default
If Purchaser suffers an event of insolvency or otherwise in the opinion of DPO that it is in such financial circumstances as to prejudice proper performance of the Terms, fails to remedy a default within the period stated in the notice or the default cannot be remedied, DPO may by written notice to Purchaser terminate the Sale Contract without liability.
11.4 Effect of termination
On receipt of a notice of termination from DPO, Purchaser must immediately do everything possible to mitigate any costs resulting from the termination; and take any other action relating to termination that DPO may reasonably require.
12.1 The Purchaser shall not solicit, or encourage or permit any organization directly or indirectly controlled by the Purchaser to solicit:
i. any employee of DPO to leave the employ of DPO; and
ii. for employment, hire or engage as an independent contractor, any person who was employed by DPO.
12.2 The Purchaser shall be restrained from inducing or attempting to induce any customer, principal, agent, broker or supplier, licensee or business relation of DPO to cease doing business with DPO, or in any way interfere with the relationship between DPO and its customer, principal, agent, broker or supplier, licensee or business relation of DPO.
13 CONTRACT ASSIGNMENT/ SUBCONTRACTING
13.1 The Purchaser shall not assign or subcontract any part of the Sale Contract without the written consent of DPO.
14.1 No agency, employment or partnership between the Parties is created by this Sales Order.
14.2 Any notice to be given shall be in writing, if delivered by hand or by telegram or by telex or by other method of rapid written communication shall be deemed received on the day of writing provided always that a notice dispatched by means of facsimile machines or via the internet will not be accepted as a good notice unless an acknowledgement of its receipt is obtained.
14.3 These Terms is governed by and will be interpreted in accordance with the laws of DPO office as stated on the Sales Order and Parties shall submit to the non-exclusive court jurisdiction in the country that the DPO office located. All international convention will not apply to this Sales Order.
14.4 The waiver of any Terms does not operate as a waiver of another provision or of a continuing breach of that provision in the Terms. Unless provided otherwise, failure to exercise or any delay in exercising any right, power or privilege by DPO does not operate as a waiver of that right, power or privilege.
14.5 If any provision of this Terms is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and the legality, validity and enforceability of the remaining provisions of the Terms shall not be affected or impaired thereby.