PURCHASE ORDER TERMS & CONDITIONS
The Terms and Conditions set out in the relevant hyperlinks below apply unless there is a current written agreement between the Supplier and Cerekon Pte. Ltd. (or the relevant group company of Cerekon Pte. Ltd.) (“Executed Agreement”) specifying the terms and conditions which are to apply to the provision of the goods and/or services which are the subject of this Purchase Order.
In the absence of an Executed Agreement, the Supplier agrees that by accepting this Purchase Order or by commencing delivery of the goods and services which are the subject of this Purchase Order, it shall be deemed to have accepted the Purchase Order Terms and Conditions.
Unless this Purchase Order ("PO") is issued under a written procurement agreement between the buyer company issuing this PO ("Buyer") and Supplier, this PO and any attachments are the sole and exclusive agreement of Buyer and Supplier for the products and services in this PO (“Products”). If this PO is issued under a written procurement agreement, the provisions of that agreement will control. Supplier’s acknowledgement of the PO or its commencement of performance shall constitute to acceptance of all of the terms and conditions hereof. No other document, including Supplier’s proposal, quotation, or acknowledgement form, will be part of this agreement, unless Buyer has specifically referenced the document in this PO. Supplier’s general terms and conditions will not be applicable even if they are part of such document or reference is made to them in such document. Upon Buyer’s request, Supplier will invoice Buyer electronically.
Price and Taxes:
The prices stated in the PO shall apply throughout the performance of this contract. If a price is not stated in this PO or a procurement agreement, the price will be Supplier's lowest prevailing market price. Unless otherwise stated in this PO, Supplier is responsible for and will pay all sales, use, and similar taxes.
Payment Terms: Terms of payment are 30 days after receipt of Supplier's valid invoice or after receipt of the Products, whichever is later. Buyer shall have no obligation to pay any invoice issued more than 90 days after delivery of all of the Products stated in the PO.
Acceptance/Rejection of Products:
Payment will not be deemed acceptance of Products and such Products will be subject to inspection and rejection. Buyer may reject Products that do not comply with Buyer's acceptance criteria or applicable specifications or instructions. Acceptance of any part of the PO shall not bind Buyer to accept future shipments of non-conforming Products, nor deprive it of the right to return non-conforming Products. At Buyer's option, it may cancel the PO for rejected Products, obtain a refund, or require Supplier to repair or replace such Products or re-perform such services without charge and in a timely manner. Supplier shall be liable for all costs incurred by Buyer to return rejected Products.
Delivery: Time is of the essence with respect to Supplier’s delivery of Products. If Supplier fails to deliver on time, Buyer may cancel the PO and purchase replacements elsewhere and Supplier will be liable for actual and reasonable costs and damages Buyer incurs. Supplier will promptly notify Buyer if it is unable to comply with the delivery date specified in this PO.
Packages; Shipping: Supplier will comply with the packaging, labeling and export requirements of Buyer(if any). Buyer will comply with the transportation routing guidelines in this PO and shall not use premium transportation unless specifically authorized by Buyer. If not otherwise specified, all Products shall be shipped to Buyer DDP (Fedex, DHL or similar rating agency). For products that will be imported into any other country, Supplier will comply with all import laws and administrative requirements, including the payment of all associated duties, taxes and fees.
This PO may be terminated by Buyer at any time with or without cause. If Buyer terminates without cause, Buyer will pay Supplier for Supplier's actual and reasonable expenses for work that has been satisfactorily completed as of the date of termination, but in no event will such payment exceed the agreed upon prices.
Supplier represents and warrants that: (i) all services furnished by Supplier will be performed in a diligent, efficient and skillful manner and at the highest levels of performance of Supplier’s industry; (ii) the Products will conform to the warranties, specifications and requirements in this PO and will be fit for their intended use; (iii) the Products will be new, of good quality, and free from defects in design, material and workmanship for the longer of the time period specified in this PO and Supplier's standard warranty term (if neither specifies, then for one year); (iv) the Products are safe for use consistent with and will comply with the warranties, specifications and requirements of this PO; (v) all Products and deliverables provided by Supplier and their use by Buyer do not and will not give rise to any infringement or misappropriation of any privacy, publicity, patent, copyright, trade secret, trademark, or other intellectual property right of any third party; (vi) it will comply with applicable laws and regulations in supplying the Products, including without limitation all import, export, anti-corruption (including the U.S. Foreign Corrupt Practices Act), environmental and data privacy laws and regulations; and (vii) any Product or data sent to Buyer shall (a) contain no hidden files; (b) not alter, damage, or erase any data or computer programs without control of a person operating the computing equipment on which it resides; (c) contain no key, node lock, time-out, scrambling device, or other function, whether implemented by electronic, mechanical or other means, which restricts or may restrict use or access to any programs or data (d) not contain harmful code. All warranties shall run to Buyer, its customers and the users of the Products.
Supplier grants Buyer all rights and licenses necessary for Buyer (including Buyer's parent, subsidiaries, and other related legal entities), to use, transfer, pass-through, and sell the Products and to exercise the rights granted under this PO. In addition, Buyer will be the exclusive owner of all deliverables created by Supplier in connection with or during the performance of services provided pursuant to a PO, any works based on or derived from such deliverables ("Derivatives"), and any ideas, concepts, inventions or techniques that Supplier may conceive or first reduce to practice in connection with developing the Deliverables ("Deliverable Concepts") (the deliverables, Derivatives, and Deliverable Concepts are collectively referred to as, "Buyer Materials") and all intellectual property rights therein, including patents, copyrights, trade secrets, trademarks, moral rights, and similar rights of any type under the laws of any governmental authority (collectively, "Intellectual Property Rights"). All copyrightable Buyer Materials shall be prepared by Supplier as a "work made for hire" for Buyer, and Buyer shall be considered the author of the Buyer Materials for purposes of copyright. To the extent that the Buyer does not acquire ownership of such copyrights as a work made for hire, and with respect to all other rights, Supplier hereby assigns and agrees to assign upon creation to Buyer all right, title and interest in and to the Buyer Materials and all Intellectual Property Rights therein. To the extent such assignment of rights and ownership is invalid or any of the foregoing rights, including so-called "moral rights" or rights of "droit moral," may be inalienable, Supplier agrees to waive and agrees not to exercise such rights, and if such waiver and agreement are deemed invalid, to grant to Buyer and its designees the exclusive, transferable, perpetual, irrevocable, worldwide and royalty free right to make, use, market, modify, distribute, transmit, copy, sell, practice, and offer for sale and import the Buyer Materials and any process, technology, software, article, equipment, system, unit, product or component part covered by the Deliverable Concepts or a claim of any patent in any part of the Deliverable Concepts. At Buyer’s request, Supplier will obtain the execution of any instrument, including from any employee or contractor, that may be appropriate to assign these rights under this paragraph to Buyer or perfect these rights in Buyer’s name. Supplier agrees that any copyrightable material prepared for Buyer shall carry on the face thereof in legible form a copyright notice identifying Buyer and the year of publication.
Supplier agrees to defend, hold harmless, and indemnify Buyer from any claim, demand, loss, expense, including without limitation reasonable attorney’s fees and document production costs, damage, or liability whatsoever, even in advance of judgment, that arises from (i) any claim that a Product or deliverable infringes any intellectual property right of any third party, (ii) the failure of Supplier to comply with its warranties and obligations under this PO, (iii) the negligence or willful misconduct of Supplier, (iv) any defect in any Product of Supplier, and/or (v) any violation of applicable law, rule or regulation by Supplier. If a claim of infringement is made, Supplier will, at its own expense, exercise the first of the following remedies that is practicable: (i) obtain for Buyer the rights granted under this PO; (ii) modify the Product so it is non-infringing and in compliance with this PO; (iii) replace the Product with non-infringing ones that comply with this PO; or (iv) accept the return or cancellation of the infringing Product and refund any amount paid. Buyer may return non-conforming Products to Supplier at Supplier's expense.
Limitation of Liability:
To the maximum extent permitted by applicable law in no event will Buyer be liable for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages.