These General Conditions of Sale (“COS”) of Intac Private Limited, Singapore (“INTAC”), apply to all goods supplied by INTAC and shall be deemed incorporated by reference to any orders by and/or contracts entered into with, INTAC (the “Contracts”). By entering into such Contracts with INTAC, you, as the Customer, irrevocably agree to abide by the terms and conditions set out herein. INTAC reserves the right, in terms of all existing and future sales, to amend and/or modify these COS, from time to time, in its sole discretion and all supplemental, variations, amendments and modifications thereto made by INTAC shall take effect from the date which INTAC determines, without any reference to you. These COS and the Contracts shall be collectively referred as the “Agreement”.
1. Definitions and Interpretation
1.1 In these COS:-
“Customer” means the entity, whether an individual or a person, who, (i) accepts INTAC’s written quotation for the sale of the Products; or, (ii) whose written order for the Products is accepted by INTAC; or, (iii) has entered into a contract/purchase order, for the sale and purchase of the Products and/or an order for the supply of the Products (hereinafter defined) from INTAC, and shall include all affiliates, related companies or permitted assigns of such entity;
“Products” means the products (including any pre-production samples) which INTAC is to supply in accordance with these COS.
1.2 Unless the context otherwise requires or permits:
1.2.1 References to the singular number shall include references to the plural number and vice versa;
1.2.2 References to natural persons shall include bodies corporate and vice versa; and
1.2.3 Words denoting any gender shall include all genders.
1.3 Any reference to a statutory provision shall include such provision from time to time modified or re-enacted and any regulations made in accordance with such statutory provisions as from time to time modified or re-enacted whether before or after the date of these COS so far as such modification or re-enactment applies or is capable of applying to any transactions entered hereunder.
1.4 The headings are for convenience only and shall not be taken into account in the construction or interpretation of any of the provisions of these COS.
1.5 Any reference in these COS to an amount in Singapore Dollars includes the equivalent amount at the relevant time in any other currency or combination of currencies.
1.6 Where any obligation in these COS is expressed to be undertaken or assumed by any party, that obligation is to be construed as requiring the party concerned to exercise all rights and powers of control over the affairs of any other person which that party is able to exercise (whether directly or indirectly) in order to secure performance of the obligation.
2. Basis of Sale
2.1 INTAC sells and the Customer purchases the Products in accordance with INTAC’s written quotation accepted by the Customer, subject to these COS.
2.2 No variation to these COS shall be binding unless agreed in writing by INTAC’s authorized officer.
2.3 INTAC’s employees or agents are not authorised to make any representations concerning the Products unless confirmed by INTAC in writing. In entering into the Agreement, the Customer acknowledges that it does not rely on any such representations which are not so confirmed.
2.4 Any advice or recommendation given by INTAC or its employees or agents, to the Customer or its employees or agents as to the storage, application or use of the Products which is not confirmed in writing by INTAC, is followed or acted on entirely by the Customer at its own risk, and INTAC is not liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by INTAC or its suppliers or agents shall be subject to correction without any liability on INTAC’s part.
3. Orders and Specifications
3.1 No order submitted by the Customer shall be deemed to be accepted by INTAC unless and until confirmed in writing by INTAC’s authorised officer and endorsed with INTAC’s company stamp. No variations or amendments shall be binding or take effect unless and until confirmed in writing by INTAC’s authorised officer.
3.2 No other or additional terms, conditions, provisions, representations or warranties made orally and/or in writing or any other mode of communication purportedly relating to or making reference to orders placed by the Customer with INTAC, including but not limited to cheques or payment arrangements which are made subsequent to the confirmation of orders, shall be valid unless confirmed in writing by an authorised officer of INTAC. Any failure on INTAC’s part to object to any purported or proposed variation or amendment by the Customer contained in any communication originating from the Customer shall not be deemed to be an acceptance of such purported or proposed variation/amendment, nor be deemed to be a waiver by INTAC of any of these COS.
3.3 The Customer shall be responsible to INTAC for ensuring the accuracy of the terms of any order (including any applicable specifications (“Specifications”) submitted to INTAC and for giving INTAC any necessary information relating to the Products within a sufficient time to enable INTAC to perform its obligations under the order.
3.4 The quantity, quality and description of the Products and any Specifications for them shall be as set out in INTAC’s quotation.
3.5 For Products to be manufactured by INTAC in accordance with the Specifications submitted by the Customer, the Customer shall indemnify INTAC against all loss, damages, costs and expenses awarded against or incurred by INTAC in connection with, or paid or agreed to be paid by INTAC in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from INTAC’s use of the Customer’s specification in the manufacturing process.
3.6 INTAC reserves the right to make any changes in the Specifications of the Products which are required to conform with any applicable statutory requirements, or, where the Products and its raw ingredients (if applicable), are to be supplied based on INTAC’s Specifications, which do not materially affect their quality or performance. This includes changes to the Products arising from any intellectual property rights variation or requirement, in which case the Products may be modified or replaced by INTAC or its principal at no further liability by INTAC or its principal and no compensation to the Customer. No order which has been accepted by INTAC may be cancelled by the Customer except with the written consent of INTAC’s authorized officer and on terms that the Customer shall indemnify INTAC in full against all loss (including loss of profits), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by INTAC as a result of the cancellation.
3.7 If any order or specifications or delivery is affected in any way by circumstances beyond INTAC’s or its principals’ control, INTAC has the right to either replace the order or the Products with one which is equivalent in quantity and price to the order, or cancel the order at no compensation or damages due to the Customer. This includes any modification or replacement necessary to the Products to comply or conform to any intellectual property issues which INTAC or its supplier deems necessary or appropriate.
3.8 In the event of any alleged infringement of intellectual property rights of third parties in the Products which are claimed against the Customer and where the Customer had used the Products in conformity with the notified use to INTAC and in accordance with these COS and the Agreement, INTAC or its principal will support the Customer if:-
3.8.1 such claims arise within nine (9) months from the date of delivery;
3.8.2 Customer notifies INTAC immediately in writing of such claims asserted by the third party;
3.8.3 Customer does not acknowledge an infringement and all countermeasure and settlement negotiations are reserved to INTAC or its principal;
3.8.4 Customer stops using the Products to reduce the damage;
3.8.5 Customer makes it clear to the third party that the suspended use does not mean an acknowledgement of the alleged infringement.
If all the above five (5) conditions are satisfied, INTAC may agree with the Customer to terminate the Order or reduce the price of the Order as mutually agreed with INTAC. No other claims will be allowed by INTAC by the Customer or any other party.
4. Authorisation to manufacture Products
4.1 Upon confirmation by INTAC of any order submitted to it, the Customer is deemed to have given its consent to INTAC to commence production of the Products.
4.2 The Customer acknowledges that INTAC will use any third party manufacturer(s) it chooses to appoint in its sole discretion.
4.3 The Customer grants to INTAC the licence to use the copyright, trade marks, marks, design and illustrations of the Products for the manufacturing of the Products.
4.4 The Customer acknowledges that INTAC may digitally capture or store the design or mark in respect of the Products in any form of electronic medium for the purpose of manufacturing the Products pursuant to the order placed with INTAC.
4.5 All the moulds and equipment used for the manufacture of the Products shall belong to INTAC.
4.6 All tools, patterns, materials, drawings, plans, illustrations and the like, specifications, trade marks, patents and other data whatsoever or otherwise provided by INTAC or its affiliate shall remain INTAC’s (or its affiliate’s) property accordingly, whether as assignee, licensee or proprietor of such intellectual property, and all technical information, patentable or un-patentable, copyright and registered design arising from the execution of any orders shall become the property of INTAC.
4.7 Any pre-production samples submitted by INTAC to the Customer for approval shall be approved by the Customer within 2 working days of submission, and the Customer shall indicate any changes it requires to the Specifications based on the pre-production samples, such approval and/or such changes to be conclusive once the approval and/or changes are communicated by the Customer to INTAC and accepted by INTAC.
4.8 If any amendments to the Specifications are required by the Customer after INTAC has commenced production of the Products, INTAC is entitled to make such necessary changes as it deems fit to the price, delivery dates and other terms and conditions as determined by INTAC in its sole discretion, including levying an administrative fee payable by the Customer to INTAC for inconvenience caused to INTAC. Should INTAC have incurred any costs or expenses in relation to Products that have been manufactured prior to receiving the instructions from the Customer to vary the Specification (“Old Products”), the Customer shall pay INTAC all costs and expenses INTAC has incurred arising for the Old Products by either applying any advance payment made, towards payment of the Old Products, or, making a prompt payment for the Old Products. The Customer shall promptly approve all pre-production samples of the new Products to be manufactured under the varied Specification(s) (the “New Products”) and the Customer shall pay INTAC the difference in the Order Price (if any) between the New Products and the Old Products.
5. Order Price
5.1 The price of the Products shall be INTAC’s quoted price or, where no price has been quoted (or where a quoted price is no longer valid), the price listed in INTAC’s published price list current at the date of acceptance of the order. All prices quoted are valid for 7 days (or such other special time frame agreed by INTAC’s authorised representative in writing) only or until earlier accepted by the Customer, upon the expiry of which, the price may be altered by INTAC in its sole discretion.
5.2 INTAC reserves the right to, by giving written notice to the Customer at any time before delivery, to increase the price of the Products to reflect any increase in the cost to INTAC which is due to (i) any change in delivery dates, quantities or the Specifications for the Products which is requested by the Customer, (ii) any delay caused by any instructions of the Customer or failure of the Customer to give INTAC adequate information or instructions, (iii) costs incurred in manufacturing of New Products and/or (iv) any factor beyond the control of INTAC (such as, without limitation, significant increase in the costs of labour, materials or other costs of manufacture).
5.3 Except as otherwise stated in INTAC’s written quotation or in any price list of INTAC, and unless otherwise agreed in writing between the Customer and INTAC, all prices are given by INTAC on an ex-works basis, and where INTAC agrees to deliver the Products otherwise than as agreed by INTAC to the Customer’s premises, the Customer shall be liable to pay INTAC’s charges for transport, packaging and insurance.
5.4 The price quoted is exclusive of Goods and Services Tax (“GST”), and the Customer agrees to pay such GST if applicable under the Goods and Services Tax Act (Cap 117A).
6. Terms of payment
6.1 Subject to any special terms agreed in writing between INTAC and the Customer, INTAC will invoice the Customer for the price of the Products by way of 2 instalment payments being:-
6.1.1 50% advance payment, by way of a non-refundable deposit, to be made forthwith upon confirmation of the order, and no later than 2 days after confirmation; and
6.1.2 The balance 50% on or at any time after delivery of the Products, unless (i) the Products are to be collected by the Customer or (ii) the Customer wrongfully fails to take delivery of the Products, in which event INTAC shall be entitled to invoice the Customer for the price at any time (a) after INTAC has notified the Customer that the Products are ready for collection or, (b) INTAC has tendered delivery of the Products.
Time of payment of the price shall be of the essence of the Agreement. Receipts of payment will be issued only on request.
6.2 If the Customer fails to make any payment on the respective due date(s), without limiting any other right or remedy available to INTAC, INTAC may:-
6.2.1 Cancel the Agreement and, in INTAC’s sole discretion, appropriate any payment made by the Customer to such of the Products as INTAC may think fit, notwithstanding any purported appropriation by the Customer; or
6.2.2 Suspend any further deliveries to the Customer until full payment is received, and charge the Customer interest on the amount unpaid at the rate of 6% per annum until payment in full is made; or
6.2.3 Charge the Customer interest on the amount unpaid at the rate of 6% per annum until payment in full is made.
6.3 Payment shall be made by the Customer to INTAC to INTAC’s stipulated bank account (or such bank account which INTAC’s authorised officer will notify the Customer in writing) and in such currency as is agreed between the parties. Both parties are to bear their respective banking charges.
7. Delivery
7.1 Delivery of the Products shall be made by the Customer collecting the Products at INTAC’s premises after INTAC has notified the Customer of the collection time, or, if some other place for delivery is agreed by INTAC, by INTAC or its sub-contractor delivering the Products to that place.
7.2 Any dates for delivery of the Products are approximate only and INTAC shall not be liable for any delay in delivery of the Products howsoever caused. Any delivery delayed by a Force Majeure event shall entitle INTAC to extend the delivery date as it determines and clause9.5 of these COS shall apply. If INTAC so determines, it may deliver the Products to the Customer in advance of the quoted delivery date on giving reasonable notice to the Customer or such extended time for delivery as INTAC determines.
7.3 Where the Products are to be delivered in instalments, each delivery shall constitute a separate contract and failure by INTAC to deliver any one or more of the instalments in accordance with these COS or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Agreement as a whole, as repudiated.
7.4 For non-delivery: If INTAC fails to deliver any Products (or any instalment) for any reason other than any cause beyond INTAC’s reasonable control, or the Customer’s fault, and INTAC or its principal is accordingly liable to the Customer, and provided the Customer has written evidence of its direct loss caused by the delay of the delivery where the loss is due to the inability of the Customer to utilise that non-delivered product, the Customer may claim a pre-agreed liquidated damages of an amount not exceeding the lower of either 0.3% of the invoiced amount of the affected delivery per calendar week, or, 3% of the invoiced amount of the affected delivery.
7.5 For late delivery: In the event of a delay in the delivery caused solely by INTAC or its principal which results in the Customer’s intention to terminate the order, INTAC shall first have a right to remedy the late delivery by the Customer notifying INTAC of a reasonable time limit for such rectification and stating that upon expiry of such time limit, it will not accept INTAC’s delivery. Upon the expiry of such time limit, the Customer is entitled to terminate the affected order in respect of the affected delay. In the absence of compliance with the aforesaid process, the Customer has no right to terminate or reject the order when delivered. INTAC and its principal is not liable for any other claims.
7.6 If the Customer fails to take delivery of the Products or fails to give INTAC adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of INTAC’s fault), then without limiting any other right or remedy available to INTAC, INTAC may:-
7.6.1 Store the Products until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
7.6.2 Sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses), account to the Customer for the excess over the price under the Agreement, or, charge the Customer for any shortfall below the price under the Agreement.
8. Risk and property
8.1 Risk of damage to or loss of the Products shall pass to the Customer:-
8.1.1 In the case of Products to be delivered at INTAC’s premises, at the time when INTAC notifies the Customer that the Products are available for collection; or
8.1.2 In the case of Products to be delivered otherwise than at INTAC’s premises, at the time of delivery, or, if the Customer wrongfully fails to take delivery of the Products, the time when INTAC has tendered delivery of the Products
8.2 Notwithstanding delivery and the passing of risk in the Products or any other provision of these COS, title to and property in the Products shall not pass to the Customer until INTAC has received in cash or cleared funds, payment in full of the price of the Products or until any lien in the Products or title reserved by the manufacturer, has been discharged or released.
8.3 Until such time as the property in the Products passes to the Customer, the Customer shall hold the Products as INTAC’s fiduciary agent and bailee, and shall keep the Products separate from those of the Customer and third parties, and properly stored, protected and insured and identified as INTAC’s property..
8.4 For Products used by the Customer in the manufacturing, processing or production at the Customer’s premises of a final product (“End Products”), INTAC and/or its principal (as the case may be) retains ownership in the Products during the manufacturing, processing and production of the Products, and INTAC and its principal (as the case may be as determined by INTAC) will acquire joint ownership in the End Products in the same percentage as the value of the Products in proportion to the value of the End Products. In the event of re-sale or processing of the Products by the Customer to its clients, the Customer must assign all claims owing to Customer from the clients, to INTAC’s principal for such time until the order is fully and unconditionally paid by the Customer.
8.5 Until such time as the property in the Products passes to the Customer, INTAC may at any time require the Customer to deliver up the Products to INTAC, and if the Customer fails to do so forthwith, INTAC’s authorised representatives may enter on any premises of the Customer or any third party where the Products are stored and repossess the Products. If the Products have been used to produce the End Products, INTAC may repossess the portion of the End Products amounting to the value of its joint ownership as determined at Clause 8.4 above. Unless expressly stated, INTAC’s repossession of the Products and/or End Products does not constitute a termination of the Order unless agreed by INTAC.
8.6 The Customer must not pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of INTAC or its supplier and is hereby notified that INTAC has assigned all claims over the Products to its supplier.
8.7 If the Customer is in breach of any of its obligations to INTAC including these COS and this Agreement, and fails to remedy such a breach within a reasonable time directed by INTAC, INTAC is entitled to take back the Products immediately and without prejudice to the remedies INTAC has under these COS and the Agreement and applicable laws against the Customer.
9. Warranties, Indemnity and Exclusion of Liability
9.1 Subject to the following provisions in this clause 9, INTAC warrants that the Products will correspond with their Specifications at the time of delivery and will be free from defects in material and workmanship for a period of 1 month from the date of delivery.
9.2 The above warranty is given by INTAC subject to the following conditions:-
9.2.1 INTAC shall be under no liability in respect of any defect in the Products arising from any drawing, design or specification supplied by the Customer;
9.2.2 It is the sole responsibility of the Customer to examine the suitability of the Products for the intended use, regardless of whether the intended use of the Products is communicated to INTAC;
9.2.3 INTAC shall be under no liability for material defects relating to qualities not specifically mentioned in the Specifications;
9.2.4 INTAC shall be under no liability in respect of any defect arising from (i) fair wear and tear, (ii) willful damage, (iii) negligence, (iv) abnormal working conditions, (v) failure to follow INTAC’s instructions of use and storage (whether oral or in writing), (vi) misuse, alteration or repair of the Products without INTAC’s approval in writing (vii) damages which arose after transfer of risk as a result of faulty or negligent handling; (viii) unsuitable production facilities or operating resources;
9.2.5 INTAC shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Products has not been paid by the due date for payment; and
9.2.6 The above warranty does not extend to parts, materials or equipment not manufactured by INTAC, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to INTAC.
9.3 Subject as expressly provided in these COS, and except where the Products are sold to a person dealing as a consumer, all warranties, conditions or other terms implied by statue or common law, are excluded to the fullest extent permitted by law.
9.4 INTAC shall not be liable to the Customer by reason of any representation, implied warranty, condition or other term, or any duty at common law, or under the express terms of the Agreement, for loss of profit, or for any indirect, special or consequential loss or damage, costs, expenses, or other claims for compensation whatsoever (whether caused by the negligence of INTAC, its employees or agents or otherwise) which arise out of or in connection with the supply of the Products (including any delay in supplying or any failure to supply the Products in accordance with the Agreement, or at all) or their use or resale by the Customer, and the entire liability of INTAC under or in connection with the Agreement, if so arises, shall not exceed the price of the Products, except as expressly provided in these COS.
9.5 INTAC shall not be liable to the Customer or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of INTAC’s obligations in relation to the Products, if the delay or failure was due to any cause beyond INTAC’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond INTAC’s reasonable control in Singapore or the country of origin or manufacture:-
9.5.1 Act of God, explosion, flood, tempest, fire or accident;
9.5.2 War, or threat of war, sabotage, insurrection, riots, civil disturbance or requisition;
9.5.3 Acts, restrictions, regulations, bye-laws, prohibitions or measure of any kind on the part of any governmental, parliamentary or local authority in Singapore or the country of origin or manufacture;
9.5.4 Import or export regulations or embargoes;
9.5.5 Strikes, lock-outs or other industrial actions or trade disputes (Whether involving employees of INTAC or of a third party);
9.5.6 Difficulties in obtaining raw materials, labour, fuel, parts or machinery; and/or
9.5.7 Power failure or breakdown in machinery
(“Force Majeure”).
In the event of a Force Majuere incident which prevents INTAC or its principal from making a delivery even if a new delivery date is agreed, INTAC or its principal may require that the Order be cancelled and INTAC will notify the Customer in writing. The Customer’s claim for damages is limited to ten percent (10%) of the value of the affected delivery which was not delivered and which could not satisfy the intended use by the Customer which had been communicated to INTAC as at the point of INTAC accepting the order .
9.6 INTAC shall not be liable to the Customer or any of its end users for any injury caused as a result of the storage or use of the Products which does not comply with the instructions issued by INTAC in respect thereof.
9.7 If the Customer: –
9.7.1 breaches any of the intellectual property rights in the Products,
9.7.2 made a specific demand on the manufacturing which caused an infringement of the intellectual property rights in the Products,
9.7.3 uses the Products in a way not indicated to INTAC, or
9.7.4 altered the Products or used it with products not supplied by INTAC,
any and all claims by the Customer or its client or end user are expressly denied.
9.8 If the Customer requires INTAC to or its principal to use or transfer design, logos, trademarks, holograms, stamping tools and other creative elements supplied by Customer which infringes the intellectual property rights of any party, the Customer will unconditionally indemnify and hold harmless INTAC and its affiliates, and their respective officers, agents and employees, from and against any and all loss, liability, costs and expenses (including legal fees) suffered or incurred by reason of such infringement.
9.9 The Customer represents that it has the power, legal capacity and authority to enter into and perform its obligations under the Agreement. The execution and performance of the Agreement do not violate any provision or result in the breach of any applicable law, rule or regulation of any governmental body or any agreement or arrangement to which it is a party or by which it is bound or any order, judgment or decree applicable to it. No consent of any third party is required to enable it to enter into the Agreement. The execution and performance of the Agreement have been validly authorised by all necessary action and the Agreement is valid, binding and enforceable against it.
9.10 The Customer agrees unconditionally to indemnify and hold harmless INTAC and its affiliates, and their respective officers, agents and employees, from and against any and all loss, liability, costs and expenses (including legal fees) suffered or incurred by reason of any claims, proceeding or suits based on or arising out of, the use of the licence over the copyright, trademarks, marks, design and illustrations of the Products granted to INTAC to manufacture the Products, or caused by a breach by the Customer of any representation, warranty or obligation to be performed by the Customer in the Agreement.
9.11 INTAC’s liability for damages arising from any fundamental non-performance of its obligations under these COS and the Agreement shall be limited to that set out in these COS and the Agreement. No claims shall be instituted or demanded against INTAC’s officers, employees, personnel, staff and agents.
10. Rejection of Products
10.1 Subject to clause 10.3, a claim by the Customer which is based on any defect in the quality or condition of the Products or their failure to correspond with the Specifications, shall (whether or not delivery is refused by the Customer), be notified (where notice of defect must include details of the seal tape system batch number, bar code) to INTAC within 3 working days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection), within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify INTAC accordingly, the Customer shall not be entitled to reject the Products and INTAC shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Products had been delivered in accordance with the Agreement. Nothing in these COS shall be deemed to be an admission of defects or agreement to rectify.
10.2 Subject to clause 10.3, where a valid claim in respect of any Products which is based on a defect in the quality or condition of the Products or their failure to meet the Specifications is notified to INTAC in accordance with these COS, INTAC may, in its sole discretion, either (i) rectify any defect, or (ii) replace the Products (or the part in question) free of charge, and in both cases, INTAC shall have no further liability to the Customer. INTAC is not liable for any transport, route, labour and material costs incurred by Customer or any party in relation to any subsequent performance as aforesaid. If INTAC is not notified in time and is unable to carry out the subsequent performance as aforesaid, INTAC is not responsible in any way towards the Customer or any other party. If INTAC accepts liability for a material defect as notified in accordance with these COS, and fails to deliver subsequent performance as aforesaid, the Customer is entitled to terminate the affected order or pay a reduced amount for the remaining order.
10.3 In no event shall the Customer be entitled to reject the Products on the basis of any defect or failure which is so slight that it would be unreasonable for it to reject them. INTAC and its supplier’s decision on this is final. This includes claims on the basis of insignificant deviations from the agreed qualify, insignificant interference with use, natural wear and tear or damages which arose after transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable production facilities or operating resources, or particular external influences which INTAC has not accepted as part of its obligations to Customer under these COS.
10.4 Any claims by the Customer may only be entertained by INTAC and its principal if the Customer does not have a contract or any arrangement with its end user or clients which Customer agrees to be liable for any amount on defective Products which exceeds the limit of damages or extent of claim against INTAC as set out in these COS. INTAC’s principal’s terms and conditions on the sale and supply of the Products are binding on the Customer. INTAC and its principal are not liable to Customer and any party for any claims or amounts other than that agreed in these COS.
11. Confidentiality
11.1 The Customer agrees that it will (and ensure that its affiliates, directors, shareholders, officers, employees, agents and other personnel instructed by it, will) keep confidential any and all information (whether marked as confidential or not) which:-
11.1.1 Relates to INTAC and its directors, shareholders, officers, affiliates, employees and agents;
11.1.2 Relates to the contents of the Agreement (or any agreement or arrangement entered into pursuant to the Agreement)
(“Confidential Information”).
11.2 The obligation of confidentiality under this clause 11 shall not apply to the disclosure of information to the extent required to be disclosed by law, any stock exchange regulation or any binding judgment, order or requirement of any court or other competent authority provided that the Customer must have informed INTAC in writing of the need of such disclosure and the contents of disclosure, and have obtained INTAC’s prior written approval of the contents of disclosure.
12. Termination
12.1 Without prejudice to clause 12.3 and without prejudice to the rights and remedies which INTAC may have against the Customer for any antecedent breach on the part of the Customer, INTAC may terminate the Agreement without giving any reason, by giving one month’s written notice to the Customer. Upon such termination, INTAC shall :-
12.1.1 Sell to the Customer all Products which have been manufactured according to the Specifications and are in good condition but have not been delivered to the Customer at the date of termination (“Existing Products”), together with all usable but unused stock of labeling and packaging for the Products at the Order Price proportionate to the number of Existing Products and
12.1.2 Cease to manufacture the Products.
12.2 Upon termination of the Agreement in accordance with clause 12.1 and clause 12.3, INTAC shall not be liable in any way to the Customer for any loss, injury, damage or expenses, including but not limited, to indirect or consequential damages, loss of profit, or production, interruption of businesses, suffered, or allegedly suffered, by the Customer as a result of the termination.
12.3 INTAC may forthwith terminate the Agreement without giving any notice to the Customer if any one of the following occurs:-
12.3.1 The Customer commits any continuing or material breach of any of the provision of the Agreement and in the case of a breach which is capable of remedy, fails to remedy the breach within 30 days after receipt of a notice from to do so;
12.3.2 The Customer commits a breach that is not capable of remedy;
12.3.3 If the Customer becomes insolvent, or if a partnership or a sole proprietorship, its partners or sole proprietor becomes bankrupt;
12.3.4 If the Customer goes into voluntary liquidation, or an order of court is made for its compulsory liquidation, or has a receiver, receiver and manager, judicial manager or similar officer appointed in respect of any substantial part of its assets;
12.3.5 Any creditor takes any step to appoint a liquidator, manager, receiver, administrator, administrative receiver or other similar officer in respect of any assets of the Customer;
12.3.6 The Customer or, if a partnership or a sole proprietorship, its partners or the sole proprietor convenes a meeting of its/his creditors or makes or proposes any arrangement or composition with, or any assignment for the benefit of, its/his creditor(s);
12.3.7 The Customer ceases, or threatens to cease, to carry on business; or
12.3.8 INTAC has reasonable grounds to believe that any of the above events of default may occur.
12.4 If the Customer should terminate the order after it has been confirmed by INTAC, without prejudice to any other rights and remedies which INTAC may have, the Customer shall not be entitled to any refund of the deposit paid.
12.5 If the Customer should terminate the order after INTAC has commenced production of the Products, without prejudice to any other rights and remedies which INTAC may have, the Customer shall not be entitled to any refund of the deposit paid, and shall also be liable to INTAC for all costs and expenses incurred by INTAC and all damages suffered by INTAC in respect of the orders placed with INTAC.
13. Notices
13.1 Save where clause 13.3 applies, all communications in writing (including notices or other information required under the Agreement) between the parties with respect to the Agreement shall be delivered :-
13.1.1 By hand; or
13.1.2 By pre-paid registered post (by first class pre-paid air mail if to or from an address outside Singapore) with recorded delivery to the address of each party as set out in INTAC’s purchase order confirming the Order, or to such other address as the addressee may, from time to time, have notified the other party in writing for the purpose of this clause 13;
13.1.3 By facsimile in accordance with the facsimile number set out in INTAC’s purchase order confirming the Order, or such other number as the addressee may from time to time, have notified the other party in writing for the purpose of this clause 13; or
13.1.4 By electronic mail (“Email”) communication in accordance with the Email address set out in INTAC’s purchase order confirming the Order, or such other Email address as the addressee may from time to time, have notified the other party in writing for the purpose of this clause 13.
13.2 Communications shall be deemed to have been duly given:-
13.2.1 If given or made by letter, 48 hours after posting (exclusive of the day of posting) if sent by one party to another in Singapore, or, if sent to or from an address outside Singapore, seven days after posting (exclusive of the day of posting);
13.2.2 If delivered by hand or courier, on the date of delivery;
13.2.3 If sent by facsimile, 24 hours after the time of transmission;
13.2.4 If sent by Email, 24 hours after the time the Email is sent and no “failure of delivery” report (or the like) is received by the sender.
13.3 Any notice or other information on any legal proceedings concerning or arising out of the Agreement shall be sent to the party’s registered office.
14. General Provisions
14.1 The Agreement embodies all the terms and conditions agreed between INTAC and the Customer and supersedes and cancels all previous agreements between the parties with respect to the order placed with INTAC, whether such be written or oral.
14.2 If any provision of these COS and the Agreement is held or interpreted by any governmental authority to be illegal or invalid under present or future laws or regulations in force and applicable during the term of the Agreement, such provision shall be fully separable and these COS and the Agreement shall be construed as if such illegal or invalid provision had never comprised a part of these COS and the Agreement and the remaining provisions of these COS and the Agreement shall remain in full force and effect and shall not be affected by the illegal or invalid provision or by its severance from these COS and/or the Agreement, as the case may be.
14.3 No waiver by INTAC of any provision of these COS or the Agreement shall in any event be of any force or effect unless the same shall be confirmed in writing, signed by INTAC’s authorised officer, and such waiver shall be effective only to the extent for which it may be made or given.
14.4 Any waiver by INTAC of any breach by the Customer of these COS and the Agreement shall not be deemed to apply to any succeeding breach of the provision or of any other provision of these COS and the Agreement. No failure by INTAC to exercise and no delay in INTAC exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by INTAC of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege by INTAC. INTAC’S rights and remedies provided in these COS and the Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.
14.5 Nothing in these COS and the Agreement shall constitute a partnership or establish a relationship of principal and agent or any other relationship of a similar nature between INTAC and the Customer.
14.6 The Customer agrees to comply and cooperate with INTAC on all data protection legislation and requirements and consents to the collection, use and disclosure of personal data in the Orders and all communication with INTAC, for purpose of INTAC and its related entities’ processing of the Orders, handling of the deliveries and managing of the working relationship between INTAC and the Customer.
14.7 Subject to any provision to the contrary, these COS and the Agreement shall enure to the benefit of and be binding upon INTAC and the Customer and their successors, trustees, permitted assigns or receivers but shall not enure to the benefit of any other person.
14.8 The covenants, conditions and provisions of these COS and the Agreement which are capable of having effect after the expiration of the Agreement shall remain in full force and effect following the termination of the Agreement.
14.9 The parties agree that although these COS and the Agreement may be translated into any other language, the English language version shall govern and prevail.
14.10 These COS and the Agreement shall be construed and be governed by the laws of Singapore and the Customer hereby consents to the non-exclusive jurisdiction of the Singapore courts in all matters regarding these COS and the Agreement, but INTAC reserves the right to invoke the jurisdiction of the courts of any other country, and/or to enforce any judgment or orders of court it obtains in the Singapore courts in any other jurisdiction.
