Standard Terms and Conditions for Supply Contracts with CCS

1.     Supplier Contracts with CCS

1.1     All Suppliers who transact with CCS shall supply goods and/or services (hereafter referred collectively as “Deliverables”) described in the Supplier’s Quotation or equivalent documents strictly on the terms set out herein. For avoidance of doubt, the Supplier’s Quotation or equivalent documents shall be taken as an invitation to treat, and any acquiescence by CCS to the price, payment, delivery and such other terms stipulated in the Supplier’s Quotation or equivalent documents shall be regarded as an offer by CCS to purchase the Deliverables subject to these Standard Terms and Conditions (“our Order”). In the event of any conflict between our Order, and the Supplier’s Terms, our Order shall prevail.

1.2    Unless our Order is issued under a written procurement agreement between Supplier and CCS, our Order and any attachments are the sole agreement between CCS and Supplier with respect to the products and/or services specified in our Order.

1.3    The Supplier is deemed to accept the offer in Our Order when it acts in compliance with Our Order.

1.4    The Supplier warrants and represents that all statements made to CCS in respect of the Deliverables are and remain true and accurate.

1.5    For the purposes of this Order, the Supplier’s price, payment and delivery terms shall apply insofar as they are not inconsistent with these Standard Terms and Conditions.

2.     What needs to be delivered

2.1     All Deliverables (meaning Goods supplied and Services rendered)

(a)     The Supplier must provide Deliverables: (i) in accordance with specification; (ii) to a professional standard; (iii) using reasonable skill and care; (iv) using Good Industry Practice; (v) using its own policies, processes and internal quality control measures as long as they don’t conflict with the Contract; (vi) on the dates agreed; and (vii) that comply with all law.

(b)     The Supplier must provide Deliverables with a warranty of at least 90 days (or longer where the Supplier offers a longer warranty period from Delivery against all obvious defects.

2.2     Goods clauses

(a)     All Goods delivered must be new.

(b)     The Supplier transfers ownership of the Goods on completion of delivery (including off-loading and stacking) or payment for those Goods, whichever is earlier.

(c)     Risk in the Goods transfers to CCS on delivery, but remains with the Supplier if CCS notices damage following delivery and lets the Supplier know within a reasonable time from delivery.

(d)    The Supplier warrants that it has full and unrestricted ownership of the Goods at the time of transfer of ownership.

(e)     The Supplier must deliver the Goods on the date and to the specified location during CCS’s working hours.

(f)     The Supplier must provide sufficient packaging for the Goods to reach the point of delivery safely and undamaged.

(g)     All deliveries must have a delivery note or its equivalent attached that specifies the order number, type and quantity of Goods.

(h)     The Supplier must provide all tools, information and instructions CCS needs to make use of the Goods.

(i)     The Supplier will notify CCS of any request that Goods are returned to it or the manufacturer after the discovery of safety issues or defects that might endanger health or hinder performance and shall indemnify CCS against the costs arising as a result of any such request.

(j)     CCS can cancel any order or part order of Goods which has not been delivered. If CCS gives less than 14 days’ notice then it will pay the Supplier’s reasonable and proven costs already incurred on the cancelled order as long as the Supplier takes all reasonable steps to minimise these costs.

(k)     The Supplier must at its own cost repair, replace, refund or substitute (at CCS ’s option and request) any Goods that CCS rejects because they don’t conform to specifications. If the Supplier doesn’t do this it will pay CCS costs including repair or re-supply by a third party.

(l)     CCS will not be liable for any actions, claims, costs and expenses incurred by the Supplier or any third party during delivery of the Goods unless and to the extent that it is caused by negligence or other wrongful act of CCS or its servant or agent. If CCS suffers or incurs any damage or injury (whether fatal or otherwise) occurring in the course of delivery or installation then the Supplier shall indemnify from any losses, charges costs or expenses which arise as a result of or in connection with such damage or injury where it is attributable to any act or omission of the Supplier or any of its [sub-suppliers].

2.3    Services clauses

(a)     Late delivery of the Services will be a default of the Contract.

(b)     The Supplier must co-operate with CCS and third party suppliers on all aspects connected with the delivery of the Services and ensure that Supplier Staff comply with any reasonable instructions including any security requirements.

(c)     CCS will provide the Supplier with reasonable access to its premises at reasonable times for the purpose of supplying the Services

(d)     The Supplier must at its own risk and expense provide all equipment required to deliver the Services. Any equipment provided by CCS to the Supplier for supplying the Services remains the property of CCS and is to be returned to CCS on expiry or termination of the Contract.

(e)     The Supplier must allocate sufficient resources and appropriate expertise to the Contract.

(f)     The Supplier must take all reasonable care to ensure performance does not disrupt CCS operations, employees or other contractors.

(g)     On completion of the Services, the Supplier is responsible for leaving CCS premises in a clean, safe and tidy condition and making good any damage that it has caused to CCS premises or property, other than fair wear and tear.

(h)     The Supplier must ensure all Services, and anything used to deliver the Services, are of good quality and free from defects.

(i)     CCS is entitled to withhold payment for partially or undelivered Services, but doing so does not stop it from using its other rights under the Contract.

3.    Pricing and Payments

3.1     In exchange for the Deliverables, the Supplier shall be entitled to invoice CCS for the charges in Our Order. The Supplier shall raise invoices promptly and in any event within 90 days from when the charges are due.

3.2     All Charges include GST and all costs connected with the supply of Deliverables.

3.3     A Supplier invoice is only valid if it:

(a)     includes all appropriate references including Our Order Number (where appliable) and other details reasonably requested by CCS; and

(b)     includes a detailed breakdown of Deliverables which have been delivered (if any).

3.4     If there is a dispute between the Parties as to the amount invoiced, CCS shall pay the undisputed amount. The Supplier shall not suspend the provision of the Deliverables without prejudice to its rights to prove the claim for the disputed amount.

3.5     CCS may retain or set-off payment of any amount owed to it by the Supplier if notice and reasons are provided.

3.6     Unless a different payment term is agreed in writing, CCS will pay all undisputed amounts on each invoice within 30 days from the date on which CCS receives a correct invoice.

4.    Record keeping and reporting

4.1     The Supplier must ensure that suitably qualified representatives attend to CCS.

4.2     The Supplier must keep and maintain full and accurate records and accounts on everything to do with the Contract in accordance with the prevailing law.

4.3    The Supplier must provide information to the auditor and reasonable co-operation at their request.

4.4     If CCS, acting reasonably, is concerned as to the financial stability of the Supplier such that it may impact on the continued performance of the Contract then CCS may:

(a)     require that the Supplier provide to CCS (for its approval) a plan setting out how the Supplier will ensure continued performance of the Contract and the Supplier will make changes to such plan as reasonably required by CCS and once it is agreed then the Supplier shall act in accordance with such plan and report to CCS on demand; and

(b)     if the Supplier fails to provide a plan or fails to agree any changes which are requested by CCS or fails to implement or provide updates on progress with the plan, terminate the Contract immediately for material breach (or on such date as CCS notifies).

5.    Supplier staff

5.1     The Supplier Staff involved in the performance of the Contract must:

(a)     be appropriately trained and qualified; and

(b)     comply with all conduct requirements when on CCS’s premises.

5.2    Where a CCS decides one of the Supplier’s Staff isn’t suitable to work on the Contract, the Supplier must replace them with a suitably qualified alternative.

5.3     The Supplier must provide a list of Supplier Staff needing to access CCS premises and say why access is required.

5.4     The Supplier indemnifies CCS against all claims brought by any person employed by the Supplier caused by an act or omission of the Supplier or any Supplier Staff.

6. Rights and protection

6.1     The Supplier warrants and represents that:

(a)     it has full capacity and authority to enter into and to perform the Contract;

(b)     the Contract is executed by its authorised representative;

(c)     it is a legally valid and existing organisation incorporated in the place it was formed;

(d)     there are no known legal or regulatory actions or investigations before any court, administrative body or arbitration tribunal pending or threatened against it or its affiliates that might affect its ability to perform the Contract;

(e)     it maintains all necessary rights, authorisations, licences and consents to perform its obligations under the Contract; and

(f)     it doesn’t have any contractual obligations which are likely to have a material adverse effect on its ability to perform the Contract.

6.2     These warranties and representations are repeated each time the Supplier provides Deliverables under the Contract.

6.3     The Supplier indemnifies CCS against the negligence or wrongful conduct of the Supplier, any of its subcontractor and/or Supplier Staff.

6.4     If the Supplier becomes aware of a representation or warranty that becomes untrue or misleading, it must immediately notify CCS.

6.5     Where applicable, all third party warranties and indemnities covering the Deliverables must be assigned for CCS benefit by the Supplier.

7.     When CCS can end the Contract

7.1     If any of the following events happen, CCS has the right to immediately terminate its Contract by issuing a termination notice in writing to the Supplier:

(a)     if the Supplier in in real danger of insolvency;

(b)     if the Supplier’s conduct is inconsistent with it having the intention or ability to fulfil the Contract;

(c)     if CCS has reasonable grounds to believe that the Supplier has committed or is attempting to commit a criminal offence; or

(d)     if the Supplier or its affiliates embarrass or bring CCS into disrepute or diminish the public trust in them.

8.   What happens if the Contract ends

8.1     Where CCS terminates the Contract all of the following apply:

(a)     the Supplier is responsible for CCS’s reasonable costs of procuring replacement deliverables for the rest of the term of the Contract;

(b)     CCS’s payment obligations under the terminated Contract stop immediately;

(c)     accumulated rights of the Parties are not affected;

(d)     the Supplier must promptly return any of CCS’s date or property provided under the Contract; and

(f)      the Supplier must, at no cost to CCS, give all reasonable assistance to CCS and any incoming supplier and co-operate fully in the handover and re-procurement.

9.   CCS non-liability

Save for any liability that cannot be excluded or limited by law, CCS excludes all its liability to the Supplier to the fullest extent provided under law for any indirect losses and loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

10.   No other terms apply

The provisions incorporated into the Contract are the entire agreement between the Parties. The Contract replaces all previous statements and agreements whether written or oral. No other provisions apply.

11.   Conflict of interest

11.1     The Supplier must take action to ensure that neither the Supplier nor the Supplier Staff are placed in the position of an actual or potential conflict between the financial or personal duties of the Supplier or the Supplier Staff and the duties owed to CCS under the Contract, in the reasonable opinion of CCS.

11.2     The Supplier must promptly notify and provide details to CCS if a conflict of interest happens or is expected to happen.

11.3     CCS can terminate its Contract immediately by giving notice in writing to the Supplier or take any steps it thinks are necessary where there is or may be an actual or potential conflict of interest.

12.   Which law applies

This Contract and any issues arising out of, or connected to it, are governed by Singapore law.