Compinte Singapore Pte Ltd CONDITIONS OF PURCHASE
In these conditions of purchase, the fo llowing words will have the following meanings:
"Buyer" means Compinte Singapore Pte Ltd
"Supplier" means the Company selling the Products to CP
"PO" means the Purchase Order from Buyer
"Products" means any goods and/or services stated in the PO
"Terms" means the standard terms of purchase set out in our PO.
"Agreement" means the sale and purchase of the Products
Our PO constitutes an offer by the Buyer to purchase the Products and/or acquire the Services from the Supplier subject to these Terms.
“By accepting our PO, Supplier confirms that:
i. It has good and valid title to the Products; that it has lawfully acquired ownership of the Products; and that there are no rights, claims, interests or remedies from third parties concerning the Products. Supplier also represents and warrants that the Products are not the subject of any current litigation or enforcement process;
ii. The Products supplied are in full compliance with all relevant USA, UK, European and EEA laws (including the European Trade Marks Directive 89/104 which prevent third parties from importing or reselling any products within and out of the European Economic Area (EEA – EU+Norway+ Lichtenstein+Iceland) without the trademark owners consent). In the event that the products do not comply with Directive 89/104, without prejudice to any of the Buyers rights, privileges and remedies, Buyer is additionally entitled to return all products and receive full credit note from the Supplier;
iii. Neither Supplier nor any of its Affiliates (i) is, or is controlled by, a “restricted party” within the meaning of the Anti-Terrorism Laws, (ii) has received funds or other property from, or engaged in any other transaction with, a restricted party, or (iii) is the subject of any action or investigation under any Anti-Terrorism Law. Supplier and its Affiliates are in compliance with the Anti-Terrorism Laws. Neither Supplier nor any of its Affiliates, or any of their respective officers, directors, employees, agents or other representatives, has taken any action that violates or will violate the Foreign Corrupt Practices Act (FCPA), or any similar law to the extent applicable. Supplier shall not: (i) conduct any business or engage in any transaction or dealings with any “restricted person” including the making or receiving of any contribution of funds, goods or services to or for the benefit of any restricted person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224, the USA PATRIOT Act, the OFAC Sanction Programs, or any other Anti-Terrorism Law;
iv. The trademark owners and/or manufacturers are aware that the Products supplied will be or may be re-exported and the Buyer including its affiliated Companies, subsidiaries etc holds no responsibility whatsoever in relation to any regulations or restricting laws in re-sale/re-import/re-export of the Products supplied.
v. Buyer’s liability on any claim relating to the Products shall solely be limited to the value of the Products as reflected in the PO.
vi. Without prejudice to clause (ii) above, Supplier will be liable for special, consequential, incidental or punitive damages including but not limited to loss of profits or revenue, cost of capital, cost of substitute products, facilities or services, downtime costs or claims of customers or buyers for such damages and other costs, fees and charges on a full indemnity basis.
vii. These Terms shall apply to our Purchase Agreement to the exclusion of any other terms on which any quotation or subsequent Delivery Order and/or Invoices provided to the buyer or subject to which the Order is accepted or purported to be accepted by the Supplier.
viii. No variation to the PO or these Terms shall be binding unless agreed in writing between the authorized representatives of the Buyer and the Supplier. Any deposit paid by Buyer should be refunded not later than one month if Supplier cannot deliver products or Buyer reserve (reserves) the right to charge Supplier a monthly interest rate of 3% to the total amount of the PO value.
ix. This Agreement shall be governed by the laws of the Republic of Singapore and the Supplier agrees to submit to the non-exclusive jurisdiction of the Singapore Courts"