Terms and conditions

STANDARD TERMS AND CONDITIONS OF SALES AND SERVICES (“AGREEMENT”)

1. BASIS OF SALE

1.1

ON Engineers Pte Ltd (“ON”) shall sell and the Purchaser shall purchase the Goods and/or Services in accordance with any written quotation of ON which is accepted by the Purchaser, or any written order of the Purchaser (“Purchase Order”) which is accepted by ON, subject in either case to terms and conditions of this Agreement.

1.2

No variation to this Agreement shall be binding unless agreed in writing and signed by the authorised representatives of the Purchaser and ON.

2. PRICE & TAXES

2.1

The price shall be ON’s quoted price, or the price accepted in writing by ON. The quoted prices are based upon the scope of the Services and/or Goods referred to in ON’s quotation.

2.2

All transportation costs shall be for the account of the Purchaser and shall be added to the invoice unless agreed otherwise in writing by ON.

2.3

The price is exclusive of any applicable goods and services tax (“GST”) or other government charge or duty, which shall be borne by the Purchaser.

3. TERMS OF PAYMENT

3.1

The Purchaser shall pay the invoice without any deduction or set-off by the due date mentioned in ON’s invoice, unless ON agrees otherwise in writing.

3.2

If the Purchaser fails to pay any sum on the due date, ON shall have the right to charge interest on the amount outstanding at the rate of 1.5% per month.

3.3

Without prejudice to any other right or remedy available to ON, if the Purchaser fails to make any payment on the due date, ON may suspend or terminate the Agreement and recover any costs and expenses incurred in collecting the overdue payment.

4. DELIVERY

4.1

Delivery dates are estimates only and subject to ON’s availability of goods and personnel. ON shall not be liable for any delays in delivery.

4.2

Risk of loss or damage shall pass to the Purchaser upon delivery, and title to the Goods shall pass upon full payment.

5. LIMITATION OF LIABILITY

5.1

ON shall not be liable for any indirect, special, incidental, or consequential damages, including loss of profit, arising out of or in connection with the sale of Goods or provision of Services.

5.2

ON’s total liability under this Agreement shall not exceed the value of the Goods or Services provided under the relevant Purchase Order.

6. FORCE MAJEURE

6.1

Neither party shall be liable for any delay or failure in performing its obligations due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, and natural disasters.

7. GOVERNING LAW

7.1

This Agreement shall be governed by and construed in accordance with the laws of Singapore.

8. TERMINATION

8.1

Either party may terminate this Agreement immediately by giving written notice to the other if the other party breaches any material term of this Agreement and fails to remedy the breach within thirty (30) days of receiving notice of the breach.

8.2

Termination of this Agreement shall not affect any rights or obligations of the parties that have accrued up to the date of termination.

9. ENTIRE AGREEMENT

9.1

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, representations, and understandings.

10. SEVERABILITY

10.1

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11. WAIVER

11.1

No failure or delay by either party in enforcing any of its rights under this Agreement shall constitute a waiver of that right.

12. NOTICES

12.1

Any notice required to be given under this Agreement shall be in writing and sent to the other party’s registered address.

13. CONFIDENTIALITY

13.1

Both parties agree to keep confidential any proprietary information received from the other party and not to disclose such information to any third party without prior written consent.

13.2

This confidentiality obligation shall survive the termination of this Agreement.

14. ASSIGNMENT

14.1

The Purchaser shall not assign or transfer any of its rights or obligations under this Agreement without ON’s prior written consent.

14.2

ON may assign its rights and obligations under this Agreement to a third party without the Purchaser’s consent.

15. INTELLECTUAL PROPERTY

15.1

All intellectual property rights in the Goods and Services provided by ON shall remain vested in ON or its licensors.

15.2

The Purchaser shall not use or reproduce ON’s intellectual property without prior written consent.

16. MISCELLANEOUS

16.1

Nothing in this Agreement shall be deemed to create any agency, partnership, or joint venture between the parties.

16.2

The headings in this Agreement are for convenience only and shall not affect its interpretation.

16.3

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

17. DEFINITIONS

17.1

“Goods” refers to any goods or products supplied by ON under this Agreement.

17.2

“Services” refers to any services provided by ON under this Agreement.

17.3

“Purchase Order” refers to any written order placed by the Purchaser for Goods and/or Services, which is accepted by ON.

17.4

“Purchaser” refers to the entity purchasing the Goods and/or Services from ON.

17.5

“Agreement” refers to these terms and conditions of sale and services, together with any additional documents referenced herein.