Purchase Order Terms & Conditions

Updated as of 18 June 2025

TERMS AND CONDITIONS
(TO WHICH THE SUPPLIER AGREES BY ACCEPTING OUR ORDER)

Effect of these Terms and Conditions

1. No terms contained in any document issued by the Supplier or stated by the Supplier orally or in writing shall be binding on the Buyer or form any part of this agreement between the Buyer and the Supplier (this “Agreement”), unless agreed to by the Buyer in writing.
2. Where there is a separate contract between the parties hereto, this Order shall be subject to the terms thereof. In the event of any conflict or inconsistency between these Terms and Conditions and the separate contract, the separate contract shall prevail.
3. No services or goods are to be delivered or performed without a duly authorised purchase order from the Buyer.

Prices

4. The Buyer shall pay the Supplier for the goods and services (where applicable) in accordance with the payment schedule specified in this Order.
5. Subject to the Buyer's satisfaction as to the goods and/or services delivered or performed, the Buyer shall make payment on the Supplier's invoice within 30 days from the invoice date provided that prices on the Supplier's invoice are in accordance with prices specified in this Order (or subsequent alterations agreed by the Buyer in writing) and such invoice is issued in compliance with the payment schedule specified in this Order.

Representations, Warranties and Remedies

6. The Supplier represents, warrants and undertakes:
   1. that it has all the necessary consents, permits and licences to enter into and perform its obligations under this Agreement;
   2. that it is aware of and shall comply with the Supplier Code of Conduct of SPH Media Limited and/or its related entities, affiliates and subsidiaries, and their respective successors-in-title (individually and collectively, "SPH Media"), as published on www.sph.com.sg, as may be amended from time to time;
   3. that the services performed and/or the goods delivered (including the manufacture, use and sale thereof) does not infringe or misappropriate any trade secret, patent, trademark, copyright, intellectual property rights or other rights of any other person;
   4. in relation to any goods delivered that: (a) the goods are genuine, free from defects, of merchantable quality and fit for their intended purposes; (b) upon delivery to the Buyer, the goods are free from any charge or other encumbrance whatsoever; and (c) the goods conform in all respects to the Buyer's specifications;
   5. in relation to any services stipulated in this Order, (a) to perform such services (including without limitation any related services not specifically described but are reasonably required for the stipulated services) (collectively, the “Services”) with due care, skill and diligence and in compliance with industry standards, statutory and regulatory requirements and requirements stipulated by the Buyer from time to time; and (b) to provide and maintain all necessary tools, materials and equipment to perform the Services at no additional cost to the Buyer; and
   6. to complete all forms and provide all information required by the Buyer within the time stipulated by the Buyer
7. The Buyer reserves the right to reject any goods which are not delivered within the time stated in this Order or in the correct quantity, or which do not comply with Clause 6(iv), in which event the Buyer has the right to require the Supplier:
   1. to pay, within 7 days of the Buyer's demand, all monies paid by the Buyer to the Supplier for the rejected goods together with all costs and expenses incurred by the Buyer in returning such goods and obtaining goods in substitution of the rejected goods; or
   2. to replace such non-conforming goods at the Supplier's own expense within the time stipulated by the Buyer, and pay, within 7 days of the Buyer's demand, all costs and expenses incurred by the Buyer in relation to the replacement of such non-conforming goods.
8. Any initial inspection performed by the Buyer of the goods at the time of delivery is a conditional acceptance and does not constitute a waiver of the rights of the Buyer under Clause 7. Ownership of the goods shall pass to the Buyer upon delivery without prejudice to any rights of the Buyer under Clause 7. No payment for any goods delivered shall be construed as acceptance by the Buyer that such goods comply with this Agreement, nor shall it relieve the Supplier from its obligations under this Agreement.
9. All goods are to be delivered free of packing, crating, delivery and other charges unless otherwise specified in writing by the Buyer.
10. Notwithstanding anything to the contrary in this Agreement and to the fullest extent permitted by law, the Buyer shall not be liable for any injuries, demands, claims, actions, liabilities, losses, damages, fines, penalties, costs or expenses (collectively, the “Claims”) however caused arising directly or indirectly out of or in connection with the rejected goods being stored temporarily in the Buyer's premises. All costs and expenses for such temporary storage shall be borne and paid by the Supplier to the Buyer within 7 days of the Buyer's demand.
11. In the event that that the Buyer determines that the Services or any part thereof have not been performed in accordance with this Agreement and/or the Buyer's requirements, the Buyer shall be entitled to require the Supplier to carry out rectification to the Buyer's satisfaction without additional cost to the Buyer. If the Supplier does not make the necessary rectification or perform the Services in full to the Buyer's satisfaction, the Buyer has the right to engage another supplier to perform the Services and all additional costs and expenses incurred as a result thereof shall be paid by the Supplier to the Buyer within 7 days of the Buyer's demand.
12. Any rejection of goods or services shall be without prejudice to the Buyer's rights and remedies against the Supplier for any Claims howsoever arising which the Buyer may suffer or sustain arising out of or in connection with the Supplier's breach of this Agreement.

Term and Termination

13. Subject to any other provision to the contrary in this Order or this Agreement, this Agreement shall commence from the date of acceptance of this Order until the parties hereto have fulfilled their obligations under this Agreement.
14. The Buyer may terminate this Agreement by giving 1 week's prior written notice to the Supplier (or such other notice period as the Buyer may inform the Supplier in writing) without assigning any reason whatsoever and without any liability.
15. The Buyer may terminate this Agreement immediately by written notice to the Supplier if:
    1. the Supplier commits any breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to remedy the same within seven (7) days after receipt of a written notice specifying the breach and requiring it to be remedied; or
    2. the Supplier becomes insolvent, has a receiver appointed over the whole or any part of its assets, enters into a compound with its creditors, or has an order made or resolution passed for it to be wound up (otherwise than in furtherance of a scheme of amalgamation or reconstruction).
16. Any expiry or termination of this Agreement shall not affect any accrued rights or liabilities of either party as at the date of expiry or termination.

Undertakings, Liabilities and Indemnities

13. Notwithstanding anything to the contrary in this Agreement and to the fullest extent permitted by law, the Buyer shall not be liable for any indirect, special, incidental, consequential, or punitive losses however caused arising directly or indirectly out of or in connection with this Agreement (whether for breach of contract, tort or other cause of action) and irrespective of whether the Buyer has been advised of the possibility of any such loss.
14. The Supplier hereby agrees to fully indemnify and hold harmless the Buyer, the Buyer's related entities and the directors, officers and employees of the Buyer or the Buyer's related entities (collectively the “Indemnified Parties”) at all times against any Claims howsoever arising which any of the Indemnified Parties may suffer or sustain arising out of or in connection with this Agreement or any non-compliance by the Supplier or the Supplier's directors, officers, employees, subcontractors or agents (collectively the “Supplier's Representatives”) of any applicable laws or statutory or regulatory requirements.
15. The Supplier hereby undertakes to ensure that:
    1. the Supplier's Representatives comply with all applicable laws and statutory and regulatory requirements including, but not limited to, the Immigration Act and the Employment of Foreign Manpower Act and any subsidiary legislation made thereunder; and
    2. all employees deployed to perform the Services are competent and qualified to perform the Services and shall take all reasonable measures to ensure that such persons are healthy, of good conduct and must hold valid permits, licences and certifications (where required) and possess the requisite experience to perform the services.
       

General

13. The Supplier shall treat the contents of this Agreement as confidential and shall not disclose or permit to be disclosed to any other person, or use or permit to be used, any particulars of this Agreement and any documents and information produced or received by the Supplier pursuant to or in relation to this Agreement in any way except where necessary for the purposes of performing its obligations under this Agreement or with the prior written consent of the Buyer. All information and documents supplied by the Buyer to the Supplier shall, immediately upon the Buyer's request, be returned to the Buyer.
14. The Supplier agrees to abide by the Personal Data Protection Act 2012 and the regulations thereunder, as may be amended from time to time (“PDPA”), in the performance of its obligations under this Agreement. The Supplier further represents and warrants that every Supplier's Representative whose personal data has been or will be provided to the Buyer for the purposes of the Supplier performing its obligations under this Agreement has been notified of and consented to the collection, use and disclosure of their personal data for this purpose, and that the Supplier is authorised on behalf of such persons to provide such personal data for the purpose of the Supplier performing its obligations under this Agreement.
15. The Supplier shall not assign, transfer or sub-contract any of its rights or obligations under this Agreement to any other person without the prior written consent of the Buyer.
16. The Buyer may, by giving the Supplier at least one week's notice, assign all of its rights and interests under this Agreement to a related entity of the Buyer (the “Transferee”) without the consent of the Supplier. Without prejudice and in addition to the right set out in the foregoing sentence, the Buyer may, by giving the Supplier at least one week's notice (the “Notification”), transfer and/or novate all of its rights, interests, obligations and liabilities under this Agreement to the Transferee, and the Supplier shall not withhold its consent thereto. For the avoidance of doubt, the Supplier hereby consents to (a) the assignment of all rights of the Buyer under this Agreement to the Transferee, (b) the assumption by the Transferee of all liabilities of the Buyer under this Agreement, (c) the release of all obligations of the Buyer under this Agreement, and (d) the Transferee taking the place of the Buyer as if it were named in this Agreement as a party thereto in place of the Buyer, in each case with effect from such effective date as may be informed in the Notification.
17. This Agreement sets out the entire agreement of the parties hereto and save for the separate contract referred to in Clause 2 above, supersedes all other prior communications, agreements and understandings relating to its subject matter, whether oral or written.
18. Any amendment or variation to this Agreement is not effective unless it is in writing and signed by the parties hereto.
19. All indemnities and confidentiality obligations under this Agreement shall survive any expiry or termination of this Agreement.
20. This Agreement shall be governed by and construed in accordance with the laws of Singapore and the parties hereto agree to submit to the non-exclusive jurisdiction of the courts of Singapore.