PO Terms & Conditions for Services

PURCHASE ORDER TERMS AND CONDITIONS FOR PRODUCTS

The Purchase Order (PO) issued by ETS SOLUTIONS ASIA PTE LTD-part of AscendTech Group (hereinafter called “the Buyer”) to the addressee of this PO (hereinafter called “the Vendor”) is subjected to the terms and conditions indicated hereafter.

1. TERMS OF AGREEMENT

The PO, together with these terms and conditions, and any attachments and exhibits, specifications, drawings, notes, instructions and other information, whether physically attached or incorporated by reference (collectively the “Purchase Order”), constitutes the entire and exclusive agreement between the Buyer and the Vendor identified in the PO. Buyer’s submission of the PO is conditioned on Vendor’s agreement that any terms different from or in addition to the terms of the PO, whether communicated orally or contained in any PO confirmation, invoice, acknowledgement, release, acceptance or other written correspondence, irrespective of the timing, shall not form a part of the PO, even if Vendor purports to condition its acceptance of the PO on Buyer’s agreement to such different or additional terms. Vendor’s electronic acceptance, acknowledgement of this PO, constitutes Vendor’s acceptance of these terms and conditions.

Notwithstanding the foregoing, if a master agreement covering procurement of the Products described in the PO exists between Vendor and Buyer, the terms of such master agreement shall prevail over any inconsistent terms herein.

2. ORDER CONFIRMATION

Neither the Buyer nor the Vendor shall be bound by any variation, waiver of, or additional terms and conditions unless otherwise agreed by both parties in writing and duly signed on their behalf.

If any agreement or contract is concluded between both parties (hereinafter called “the Agreement”) and so specified on this PO, this PO shall be deemed as an integral part of the Agreement. In case of any discrepancy or contradiction occurring between this PO and the Agreement, this PO shall supersede the Agreement.

3. DOCUMENTATION

The PO No. must be clearly indicated on all correspondences, invoices, delivery orders, packages etc pertaining to the same PO. Any consequences due to the Vendor’s failure to comply with this documentation condition shall be at his sole risk and account.

4. TERMS OF PAYMENT

The price of the Product stated in this Purchase Order shall be the price as agreed upon in writing by the Buyer and the Vendor.

Unless otherwise specified in this PO, the contract price include, without limitation, all costs, expenses and charges covering all scope of work specified in this PO.

Other than the standard payment terms, all others will be specified in PO.

5. DELIVERY

The Vendor shall deliver the goods under this PO in full and in good condition.

In the case if the Vendor is or is likely to be unable to keep the delivery date, the Vendor shall notify the Buyer the reasons thereof and comply with the Buyer’s instruction.

The Vendor shall deliver the goods under this PO in full and in good condition.

The Buyer reserves the right to reject the Goods in whole or in part if they are not delivered on the delivery date and to cancel the order accordingly, in which event, the Vendor shall compensate the Buyer in full for all losses directly or indirectly consequent on such late deliveries.

Failure of Timely Delivery of Services

Time is of the essence in the order. Failure of the Vendor to deliver the Products within the time specified in the Purchase Order, either in part or in whole, unless the Vendor can prove that the failure is caused by the Force Majeure, shall be imposed delayed delivery charges as mentioned in the PO.

In the event the Vendor fails to deliver the Products within the time specified, the Buyer may, at its option, decline to accept the Products and cancel the PO without liability or may demand its allocable fair share of Vendor’s available Products and cancel the balance of the PO without liability. Vendor is to notify the Buyer at least one (1) week in advance of any foreseen delay in delivery. Without prejudice to Buyers’ rights to claim damages against Vendor, Buyer shall be entitled to full compensation from Vendor for (i) all expenditure incurred to mitigate such delay in delivery (including without limitation, through the use of more costly means of transportation) or; (ii) all expenditure incurred in obtaining the Products in substitution from another supplier.

6. QUANTITY & QUALITY

The Goods supplied under this PO shall conform in every respect to the relevant quotation, specifications and or instructions of the Buyer. No changes in such relevant documents shall be made without the prior written consent of the Buyer.

The Vendor agrees that will not change the specifications, form, fit, function, design, appearance, materials technology, manufacturing process for the Products or make any other change that affects or could reasonably affect the quality, performance or compliance with the warranties set forth in these terms and conditions, except pursuant to Buyer’s product change notice document or with Buyer’s prior written consent. The Vendor shall make delivery of short-delivered goods immediately upon notification by the Buyer.

The Vendor shall replace, free of charge, each and every one of the Products found to be defective, damaged or inferior in either quality or workmanship or found not to comply with the quotation specifications or instructions of the Buyer (hereinafter called the “Defective Goods) immediately upon notification by the Buyer. Otherwise, the Buyer reserves the right to refuse to make payment to the Vendor and to return the Defective Goods at the Vendor’s risk and expense or to receive the Defective Goods at such reduced price as determined by the buyer taking into consideration the quality of such Goods.

7. WARRANTY

Unless otherwise stated in this PO, the Vendor guarantees that all Products supplied shall be fit for the purpose for which they are intended and free from all defects, for a period of TWELVE (12) CALENDER MONTHS or otherwise stated in the PO from the date of acceptance of the Goods.

The Vendor warrants that:

(a) The Products shall conform with the specifications, descriptions as required in this Purchase Order and/or the Data and Design of the Product will be delivered in a timely manner and on schedule as determined by the Buyer;

(b) The Products shall fit for their purposes which are expressly or by implication notified to the Vendor by the Buyer;

(d) The Products have complied with the prevailing regulations;

(e) The Products are clear of liens or encumbrances; and

(f) The Product is not in a damaged or defective state of repair.

8. INSPECTION AND REJECTION

In the case of Purchase Order of a Product, the Buyer shall be entitled to inspect the Product during the manufacturing process and at the time of receipt by the Buyer/End User. In the event that the Product delivered to the Buyer/End User is not in a good state and in due time, and in accordance with the terms of this Purchase Order and/or the Data and Design of the Product, or the Product is delivered in a damaged or defective state, the Buyer may return that Product and/or request the Vendor to repair and replace the Product entirely at the Vendor’s expenses, or cancel the order of the Product without any obligation to pay the price of the Product whose order has been cancelled, or compensation.

9. CANCELLATION POLICY

If the Vendor breaches any of the terms of the PO/Contract, or an Insolvency Event occurs in relation to the Vendor, the Buyer may at its option and without prejudice to any of its other rights or remedies, cancel any undelivered Goods or unprovided Incidental Services which are the subject of a Purchase Order and the Vendor is not entitled to any compensation in respect of that cancellation.

Except as otherwise agreed upon by the parties, the Buyer may cancel all or a portion of a Purchase Order relating to Product(s), without charge or penalty before the drawing confirmation, if applicable, or within 30 days from issue date of Purchase Order, of the affected Product(s).

10. INFRINGEMENT OF RIGHTS

The Vendor shall be solely liable for any infringement of patents and proprietary interests such as copyrights, trademarks and trade secrets in connection with Goods supplied under this PO and shall indemnify and hold the Buyer harmless from any and all claims and liability arising therefrom or related to.

11. VENDOR’S LIABILITIES

The Vendor shall be liable to give compensation to the Buyer at any time for any and all expenses, damages or liabilities (inability) incurred, including legal service fees and other expenses incurred by the Buyer as a result of the Vendor’s violation of the terms and conditions of the Purchase Order, or as a result of the failure or non-performance of the Vendor or its representatives or employees, or as a result of an action or anything performed or nothing performed by the Vendor or its representatives or employees in connection with the provision of Products.

12. CONFIDENTIAL INFORMATION

The Vendor must maintain the confidentiality of any and all the Confidential Information provided by the Buyer in connection with the order and manufacture of a Product. This term also applies to directors, commissioners, employees, agents, representatives and subcontractors of the Vendor.

Unless, another agreement expressly references and incorporates the PO into such agreement and such agreement provides for an order of precedence, the PO constitutes the entire agreement and exclusive statement of terms between the Buyer and the Vendor with respect to the purchase and sale of the Products and terminates and supersedes all previous negotiations, representations or agreements between the parties.

13. APPLICABLE LAW

This PO/agreement is governed by the laws of Singapore.

All disputes, differences and claims whatsoever which shall at any time arise between the parties hereof as to the rights, duties, obligations or liabilities of the parties hereto respectively by virtue of this PO/agreement shall be subject to jurisdiction of the Courts in Singapore.

Any dispute arising out of or in connection with this PO/agreement outside Singapore, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause.

The seat of the arbitration shall be Singapore.

The Tribunal shall consist of 1 arbitrator.

The language of the arbitration shall be English.

The parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the Dispute through mediation at the Singapore International Mediation Centre (“SIMC”), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms.