MOW PTE LTD (“The Supplier”) has agreed to provide the interior designing, building and renovation services for the Client as set out in the Quotation provided by the Supplier to the Client and thereafter to maintain the same upon the terms and conditions hereinafter contained
NOW IT IS HEREBY AGREED as follows:
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
|“Acceptance Date”||Shall mean the date the Client signs on the Quotation and/or any formal Agreement agreed between the Parties, whichever is later.|
|“Agreement”||Shall mean the specifications, scope and matters set out in the Quotation and also the current Terms and Conditions and any subsequent variations agreed by the Parties, and shall be binding on the Supplier and the Client.|
|“Client”||Shall mean the person or entity that has contracted with the Supplier in respect of the Services and who had executed and signed the Quotation.|
|“Completion Date”||Shall mean the estimated date for the material completion of the Services, and for the avoidance of any doubt the work and Project shall be deemed completed even though there may be outstanding defects and rectification works that still has yet to be carried out and/or completed by the Supplier.|
|“Confidential Information”||Shall have the meanings as described at Clause 14 below.|
|“Equipment”||Shall mean such equipment, furnishing(s) and fitting(s) that are supplied to the Client in connection with Project, the details of which are set out in the Quotation or as may be agreed between the Parties subsequent to the execution of the Quotation.|
|“Equipment Price”||Shall mean the price payable by the Client to the Supplier for the Equipment supplied or to be supplied by the Supplier under the terms of the Agreement.|
|“Fee”||Shall mean the price and amount payable by the Client to the Supplier for the Services, Material and Equipment as estimated in the Quotation, and which exact amount(s) may be duly adjusted and which would be set out in the invoice(s) rendered by the Supplier to the Client.
The Client shall pay the Supplier the Fee according to the schedule set out in the Payment Term stated in the Quotation.
|“Material”||Shall mean the building material that are supplied to the Client in connection with the Project and/or which is necessary for the performance of the Services, the details of which are set out in the Quotation or as may be agreed between the Parties subsequent to the execution of the Quotation.|
|“Off-Loading Point”||Shall mean such place and/or location and/or designated locality by any authority (such as the URA, BCA, HDB, Town Council and/or the MCST) from time-to time to which the Material and/or Equipment or any part thereof must be unloaded and/or discharged.|
|“Parties”||Shall mean the Client and the Supplier.|
|“Premises”||Shall mean the Premises and/or building and/or place and/or premises where the Services are being carried out, the details of which are out in the Quotation.|
|“Project”||Shall mean the Services and Equipment and Material supplied and provided to the Client, based on the time period estimated to reasonably carry out the said Services, as estimated by the Supplier and set out in the Quotation.|
|“Project Material”||Shall mean all illustration(s), drawing(s), plan(s), mock-up(s), display(s), calculations, software(s), design(s), chart(s), table(s), document(s) (whether of a technical nature or otherwise) prepared in relation (whether or directly or indirectly) in respect of the Services and/or Material and/or Equipment and/or any amendment(s) and/or variation(s) to the same and/or any part thereof.|
|“Project Milestones”||Shall mean the estimated dates for each part of the various aspects of the Services and works to be carried out by the Supplier and/or the Supplier’s contractors, sub-contractors and/or agents and/or employees and/or servants which are set out in the Quotation and/or which the Supplier may inform the Client from time-to-time.
For the avoidance of any doubt, any date(s) and/or time-line(s) and/or time-frame(s) set out in the Quotation and/or communicated to the Client shall only be on “estimated and only estimated” basis, i.e. that the Supplier would use its best endeavors to adhere to the same, but the Parties also agree that time for performance on the part of the Supplier is not of the essence and, subjected to the terms set out in this Terms and Conditions and/or otherwise agreed between the Parties, any failure on the part of the Supplier and/or the Supplier’s contractors, sub-contractors and/or agents and/or employees and/or servants to adhere to any of these date(s) shall not be deemed as a breach of the Agreement on the part of the Supplier, provided the Services are carried out in a reasonably diligent manner.
|‘Quotation”||Shall mean the written quotation provided by the Supplier to the Client, which would set out the scope of work and the services and/or the equipment and/or material that would be supplied and provided by the Supplier to the Client for the purposes of the Project.
The Quotation will be valid for 30 days from its date.
|“Services”||Shall mean the building, installation, fitting, repair and other building and interior design works to be provided at the Premises. The precise scope of the Services to be carried out and provided by the Supplier is stated and described and set out in the Quotation and/or the Survey.|
|“Supplier”||Shall mean MOW INTERIOR PTE LTD|
|“Survey”||Shall mean the survey carried out by the Supplier in respect of the Services and/or Material and/or Equipment to be provided by the Supplier to the Client, if a survey is expressly required and/or set out in the Quotation.|
2 PRODUCTS, MATERIAL AND SERVICES TO BE PROVIDED
2.1 The Supplier hereby agrees to:
- Provide the Services for the Project in consideration of the Client paying the Fee to the Supplier according to the payment term and schedule set out in the Quotation.
- Deliver the Material and Equipment for the Project to the Premises (or such other location or place as the Parties may otherwise agree) and install it at the Premises according to the details set out in the Quotation.
2.2 The Services and other associated incidental services that the Supplier normally provide are divided into a number of distinct stages:
- (for larger Projects) after the Client and the Supplier have entered into an Agreement, and the Supplier would then carry out a technical survey of the Premises;
- Unless otherwise agreed between the Supplier and the Client, the Supplier would carry out the Services and other related work (as set out in the Quotation, and also which may been have varied from time-to-time if so agreed between the Parties); and
- Unless otherwise agreed between the Supplier and the Client, the Supplier would carry out general cleaning and tidying up (but do not include detailed cleaning up or any form of chemical cleaning) after the Supplier have carried out the Services.
2.3 The Services to be provided by the Supplier:
- Using reasonable care and skill;
- In compliance with the building laws and regulations (including those directed by the Urban Redevelopment Authority (“URA”) and/or Building Control Authority (“BCA”) and/or the Housing and Development Board (“HDB”) and/or the applicable Town Council and/or the Management Corporation Strata Title (“MCST”)) in force at the time the Supplier carry out the Services.
2.4 The Fee quoted in the Quotation is merely an estimate and is valid for a period 3 months from the date they are given.
2.5 As the Supplier provides only an estimate in the Quotation, the Supplier would charge the Client the amount stated in the estimate (varied according to the actual amount of Services provided and/or the type and quantity of the Equipment and/or Material supplied, the details of which would be set out in the invoice(s) rendered by the Supplier to the Client) rather than a charge based on the time taken in performing the Services.
2.6 For the avoidance of any doubt, as the Supplier provides only an estimate in Quotation, there can be times when the Supplier may need to charge the Client a higher amount than used in the estimate. This can occur for a number of reasons, in particular where:
- When the Client requires the Supplier to carry out changes and/or variations to the Quotation, and/or the amount and/or quality and/or type of work and/or Services and/or Material and/or Equipment that the Client requires the Supplier to provide increases and/or varies and/or is different from what the Supplier and the Client agreed before the Supplier starting to perform the Services (as stated in the estimate and/or quotation); and/or
- When after the Supplier started performing the Services it becomes apparent that the amount of Services the Supplier will need to perform and/or the type of work involved and/or the Material and/or Equipment required is different to what the Supplier agreed before the Supplier started performing the Services and/or set out in the estimate and/or Quotation.
2.7 Where the amount and/or quality of work or Services or Material or Equipment involved is greater than that stated in the estimate and/or Quotation, then:
- If the amount of extra time and/or the increase in the quality and/or quantity of work and/or Services and/or Material and/or Equipment involved will mean that the extra amount payable by the Client would not exceed 20% of the amount stated in the estimate and/or Quotation, then the Supplier would carry on providing and completing the work and/or Services and/or supplying Material and/or Equipment without informing the Client and obtaining the Client’s agreement; or
- Otherwise, the Supplier would not continue providing and completing the work and/or Services and/or supplying Material or Equipment and would seek the approval of the Client to the extra amount that the Client would need to pay, unless:
- It is not possible to contact the Client within a reasonable time; or
- It is not safe not to carry out and finish performing the Services and/or carry out the work and/or supply the Material or Equipment.
2.8 In so far as the Supplier is required to carry out changes and/or variations to the Quotation, and/or the amount and/or quality and/or type of work and/or Services and/or Material and/or Equipment, the estimated Completion Date specified in the Quotation shall be appropriately adjusted and extended, and such adjustment and extension would not be deemed as any breach of the agreement between the Supplier and the Client.
Materials and Equipment
2.9 Where the Supplier supplies Materials and/or Equipment to the Client, the Client must examine them as soon as the said Material and/or Equipment are delivered to the Premises (or such other place or location as may be agreed between the Parties and/or directed by the entity and/or authority and/or management managing or having charge of the Premises and/or the building and/or place in which the Premises is located).
2.10 Some Material, when they are manufactured or made have inherent imperfections or variations. The Supplier would not be in breach of its obligations to provide the Client with goods which are of satisfactory quality, or comply with the general specifications set out in the Quotation or that are fit for their purpose where there is an inherent imperfection or variation caused by or due to their making and/or manufacture and/or construction.
2.11 Until the Supplier receives full payment of the Material and/or Equipment, the Supplier shall own the Material and/or Equipment.
2.12 If the Client has any particular or special purpose(s) or request whether it is for, or for the use of, the Material and/or Equipment or otherwise, the Client must inform the Supplier in writing before accepting the Quotation.
2.13 In the following circumstances the Supplier would charge the Client for the time (including travelling time) to purchase Material and/or Equipment:
- The Supplier have not provided an estimate and/or Quotation, and cannot reasonably establish what Material and/or Equipment are necessary until the Supplier start performing the Services and/or works;
- Where the Supplier have provided an estimate and/or Quotation it may not have been reasonably possible to establish the need for particular Material and/or Equipment at the time the Supplier provided the estimate. The need for the particular Material and/or Equipment may only be revealed when the Supplier start performing the Services; or
- Whether or not the Supplier provided an estimate and/or Quotation, the condition of an item or the area which is the subject of the Services and/or work may only become apparent when the Supplier start performing the Services and/or work and it was not reasonably possible to establish it until that point.
In such cases, the Supplier may need to purchase Materials and/or Equipment not set out in the Quotation. If the Material and/or Equipment are available from a local supplier, then the Supplier normally wish to travel to the supplier and purchase the Materials and/or Equipment and return to continue performing the Services.
The Supplier would charge for the travel time at the Supplier’s normal charging rate.
If the Materials and/or Equipment are not available from a local supplier, the Supplier would order the Materials and/or Equipment and return on another occasion to continue to perform the Services.
Whether the Materials and/or Equipment are purchased locally or otherwise, the Client agrees that the time needed to complete the Services would be reasonably extended to take into consideration the delay in obtaining such Materials and/or Equipment.
2.14 If the Services require the Supplier to carry out a survey (if so indicated on the Quotation), then the survey will:
- Indicate the specific Services that are to be performed can be planned and specified;
- Provide a description of the Equipment and/or Material and/or items to be supplied to and/or installed at the Premises (including description of names, models and serial numbers);
- Provide a technical specification as to how the Services are to be performed (including sizing and measuring) and/or any Material and/or Equipment to be supplied.
2.15 The survey will normally be carried out within  days of the acceptance of the Quotation by the Client or such other reasonable time as may be determined by the Supplier.
2.16 If after carrying out the survey it is clear that:
- The amount of Services needed to be provided and/or the time required to carry out these Services and/or the quality and/or quantity of the Equipment and/or Material is in excess of that set out in the Quotation, and the extra Services and/or the changes to the quality and/or quantity of the Equipment and/or Material could not have been reasonably foreseen at the time the Quotation was provided, and/or
- There are substantial technical and/or practical reasons why the result or purpose to be achieved by the performance of the Services and/or the supply of the Equipment and/or Material will not be achieved: and/or
- There are substantial technical, structural and/or practical problems with the Premises and/or the items which are the subject of the Services and/or the supply of the Equipment and/or Material which could not have been reasonably foreseen at the time the Quotation was provided,
Then the Supplier shall have the right to cancel the Agreement. If the Supplier choose to do so, the Supplier shall refund the sums that the Client have paid the Supplier. However, the Supplier is NOT obliged to provide the Client with written reasons for the cancellation.
2.17 However, if the Supplier is prepared to carry on the Agreement and to perform the Services and/or supply the Equipment and/or Material (and any further variations of the same, subject to the Supplier informing the Client about the proposed changes and variations in the scope of work in relation to the Services, and the Client agreeing to the said proposed changes and variations):
- The Client shall pay the Supplier for such additional time and/or material and/or costs and expenses properly spent by and/or incurred by the Supplier in providing the said changes and variations to the Services and/or Equipment and/or Material.
- The estimated costs of the additional time and material shall be agreed by the Client before the Supplier start work in relation to the Project and/or the provision of the Services and/or supply of the Equipment and/or Material, and such agreement not to be unreasonably withheld or delay
- The Supplier shall be entitled at any time and from time to time to vary any or all of such rates for the Services and/or the material to accord with its or its permitted sub-contractors’ standard scale rates in force from time to time.If it shall be necessary for any of the Supplier’s agent(s) and/or employee(s) and/or servant(s) to visit the Client’s premises or make any other journeys in the course of providing the Services (other than those already agreed to in the Quotation), then the Client shall reimburse the Supplier for all reasonable travelling and subsistence expenses properly incurred in so
- Apart from minor out-of-pocket expenses claims for reimbursement of expenses shall be paid by the Client only if accompanied by the relevant receipts and incurred in line with the Client’s own expenses policy as applicable to its own staff and incurred in line with the Consultant’s standard expenses policy.
- The Supplier shall render monthly itemized invoices to the Client in respect of the said additional charges and expenses and shall show any Good and Services Tax separately on such inv The Client shall not account to the Supplier for any charges save on receipt of such invoice. Each invoice shall be accompanied by a statement specifying the additional time spent and additional material utilized in providing the additional and/or varied Services during the period covered by the invoice.
Days and Times When the Supplier Normally Provide The Services And Performance of The Services
2.18 Subject to any restrictions imposed by any relevant authority having control and/or overseeing the Services and/or the transportation of the Material and/or Equipment to and/or about Premises (including but not limited to the URA, BCA, HDB, Town Council and/or MCST), and unless the Supplier agrees otherwise, the Supplier will provide the Services on normal working days at reasonably convenient time to the Parties and the Supplier’s contractors, sub-contractors, agents and/or employees and/or servants. A normal working day means Mondays to Fridays, excluding any bank or other public holidays.
The Supplier’s Responsibility to Perform the Services by Particular Dates and Times
2.19 Subject to any extension as may be reasonable considering any variations and/or changes to the quotations and/or arising from unforeseen circumstances which are reasonably beyond the control of the Supplier, the Supplier use its best endeavors to carry out the Services and/or supply the Material and/or Equipment by the dates and times the Supplier either agree with the Client or notify to the Client. However, the Supplier is not able to guarantee or provide a firm commitment that:
- The Supplier would start performing the Services by a specific date or time; or
- The Supplier would complete the performance of all Services by any specified date or time; or
- The performance of any individual part of the Services would be completed by a specific date or time
2.20 If the Supplier do not start or do not complete performing the Services within a reasonable time, the Client may only cancel the Agreement AFTER you have given written notice of intention to cancel the Agreement to Supplier AND FURTHER AFTER the Client have given a reasonable extension of time for the Supplier to start or do not complete performing the Services.
2.21 What is reasonable period of time would depend on the type of Services (and/or any variations and/or changes to the same) the Supplier would be performing, and the length of time the Supplier would take to perform.
3 IMPLEMENTATION PLAN / PROJECT MILESTONE
The Supplier undertakes to perform its obligations under this Agreement in accordance with the Project Milestone, but time shall not be of the essence in relation to the performance of such obligations. The Client attention is also drawn to the definition of the Project Milestone as set out above.
4 PRICE AND PAYMENT
4.1 The Price shall be paid by the Client according to the payment schedule set out in the Quotation and on the reasonable achievement of each Project Milestone as set out in For the avoidance any doubt, the Client is obliged to make such payment(s) even if there is any outstanding rectification works that has yet to be carried out and/or completed.
4.2 The Supplier shall render itemized invoices to the Client in respect of the said amounts and charges and shall show any Goods and Services Tax separately on such
4.3 If it shall be necessary for any of the servant(s) and/or agent(s) and/or employee(s) of the Supplier to visit the Client’s premises and/or Premises and/or make any other journeys in the course of providing the Services, then the Client shall reimburse the Client for all reasonable travelling and subsistence expenses properly incurred in so Apart from minor out-of-pocket expenses claims for reimbursement of expenses shall be paid by the Client only if accompanied by the relevant receipts.
4.4 The Price and any additional charges payable under this Agreement are exclusive of Good and Services Tax and any other applicable sales or import-related taxes for which the Client is legally liable, which shall be paid by the Client at the rate and in the manner for the time being prescribed by law.
4.5 The Price and/or any other charges and/or any monies payable by the Client under this Agreement must be made by the Client to the Supplier within 14 days from the date of the invoice(s) (“the due date”), without set-offs or deductions (whether or not there is any dispute as to the reasonableness and/or the quality of the Services and/or the Material and/or Equipment and/or any alleged rectification works which has not been carried out and/or completed and/or any part thereof supplied and/or provided and/or carried out by the Supplier (and/or the Supplier’s contractor(s) and/or sub-contractor(s) and/or agent(s) and/or employee(s) and/or servant(s)) to and/or for the Client).
4.6 If any sum payable under this Agreement and/or set out in the invoice(s) rendered is not paid within 7 days after the due date, then (without prejudice to the Supplier’s other rights and remedies) the Supplier reserves the right to charge interest on such sum on a day to day basis (as well after as before any judgment) from the date or last date for payment thereof to the date of actual payment (both dates inclusive) at the rate of 5% per month from time to time in force compounded quarterly. Such interest shall be paid by the Client on demand by the Supplier.
5 TITLE TO AND RISK IN THE MATERIAL SUPPLIED
5.1 The legal and beneficial ownership of any Material and/or Equipment supplied to the Client under the Agreement shall only pass to the Client and/or any other person(s) on payment in full and in cleared funds of the full< Fee and any other sums which may then be due under this Agreement
5.2 Risk in the Material and/or Equipment (and/or any part and/or portion thereof) supplied to the Client under the Agreement shall pass to the Client on delivery of the Material and/or Equipment (and/or any part and/or portion thereof) to the Premises and accordingly the Client shall be responsible for insuring the Material and/or Equipment (and/or any part and/or portion thereof) so delivered against all risks with effect from the time risk.
5.3 In the event that the Supplier has to provide security services and/or to take any steps to insure and/or to look after and/or secure the said Material and/or Equipment so delivered to the Client at or about the Premises, the Client must pay the Supplier for all additional sum(s) and/or expense(s) and/or disbursement(s) for the time and effort taken and/or incurred by the Supplier in providing these additional services of securing and/or insuring the said Material and/or Equipment.
6 PREMISES PREPARATION
The Supplier shall supply to the Client in reasonable time before delivery of the Material and/or Equipment (and/or any part and/or portion thereof) such information and assistance as may be necessary to enable the Client to prepare the Premises for the unloading and/or receipt of the said Material and/or Equipment and to provide proper environmental and/or operational conditions and/or to make and take all necessary security measures for the storage and/or custody of the Material and/or Equipment (and/or any part and/or portion thereof) at or about the Premises. The Client shall at its own expense prepare the Premises and provide such environmental and/or operational conditions and/or security measures for the safekeeping of the same prior to delivery.
7 CLIENT’S OBLIGATIONS
7.1 The Client undertakes to provide the Supplier promptly with any and all information regarding its requirements which the Supplier may reasonably require from time to time to enable the Supplier to perform its obligations under this Agr If the Client fails to do so promptly, any subsequent changes to the Services and/or Material and/or Equipment as result (whether directly or indirectly) of the need to accommodate the Client’s request(s) and/or requirement(s) shall be deemed as a variation of the Agreement to which the Client shall be liable to pay the Supplier for additional effort and/or time and/or cost(s) and/or expense(s) and/or fee(s) incurred and further there shall be extension of time for the reasonable completion of the Project.
7.2 The Client shall for the purposes of this Agreement afford to the authorized personnel of the Supplier during normal working hours full and safe access to the Premises and shall provide adequate free working space parking space(s) and such other facilities as may be reasonably necessary for the performance of the Services and/or the delivery and/or supply of the Material and/or Equipment and/or any part thereof.
7.3 The Client shall ensure that its employees and any subcontractors will co-operate fully with the Supplier and that such employees and subcontractors will be qualified to carry out any tasks which they may be assigned in relation to the
7.4 The Client shall put in place adequate safety and/or security procedures in relation to any facilities to which it provides the Supplier with
8.1 The parties shall each appoint a representative who shall have full authority to take all necessary decisions regarding the Project including any proposed variation of this Agr
8.2 The parties shall procure that their representatives shall reasonably meet regularly during the continuance of this Agreement to discuss the progress of the
8.3 The Supplier shall ensure that while any of its personnel are on the Client’s premises, they will conform to the Client’s normal and reasonable request for proper conduct and security practice of which the Supplier is notified in writing by the
9 DELIVERY OF THE MATERIAL AND EQUIPMENT
9.1 Based on the Project Milestone provided and/or set out in the Quotation, the Supplier shall from time-to time deliver the Material and/or Equipment to the Off-Loading Point (if such is required by any authority such as the URA, BCA, HDB, Town Council and/or MCST) and shall then be responsible for its transportation thereafter to the
9.2 The Supplier shall not carry out or be responsible for the removal of doors widening of entrances or any other structural work of any description for the purpose of moving the Material and/or Equipment from the Off-Loading Point to the Premises which work shall be undertaken by the Client at its own expense prior to delivery of the Material and/or Equipment and/or any part thereof.
9.3 The Client shall be responsible for all reasonable costs incurred by the Supplier in providing any special equipment personnel or works reasonably necessary to move the Equipment from the Off-Loading Point to the Such costs shall be paid by the Client in addition to the Fee quoted in the Agreement.
10 TITLE TO AND RISK IN THE MATERIAL SUPPLIED
The Supplier shall carry out the Services and/or install the Material and/or Equipment at the Premises based on the Project Millstone.
11.1 The Supplier shall its best endeavors to complete the Services on or before the Completion D If the Supplier unreasonably delays the completion of the Services (other than due to reason(s) which are beyond the reasonable control and/or contemplation of the Supplier, to which the Supplier is excused and exempted from any damages and/or losses suffered and/or may be suffered by the Client as a result thereof), subject to the other clauses set out in the Agreement, the Supplier will pay to the Client all reasonable losses sustained by the Client as a result.
11.2 If the Supplier is prevented or delayed from performing its obligations under this Agreement by reason of any act or omission of the Client, then the Client will pay to the Supplier all reasonable costs charges and losses sustained or incurred by the Supplier as a The Supplier shall promptly notify the Client in writing of any claim which it may have under this sub clause giving such particulars thereof as it is then able to provide.
12 FORCE MAJEURE
Notwithstanding anything else contained in this Agreement neither party shall be liable for any delay in performing its obligations hereunder if such delay is caused by circumstances beyond its reasonable control (including without limitation any delay caused by any act or omission of the other party) provided however that any delay by a sub-contractor or supplier of the party so delaying shall not relieve that party from liability for delay except where such delay is beyond the reasonable control of the sub-contractor or supplier concerned. Subject to the party so delaying promptly notifying the other party in writing of the reasons for the delay (and the likely duration of the delay) the performance of such party’s obligations shall be suspended during the period that the said circumstances persist and such party shall be granted an extension of time for performance equal to the period of the delay. Save where such delay is caused by the act or omission of the other party (in which event the rights remedies and liabilities of the parties shall be those conferred and imposed by the other terms of this Agreement and by law):
- any costs arising from such delay shall be borne by the party incurring the same;
- either party may if such delay continues for more than 5 weeks terminate this Agreement forthwith on giving notice in writing to the other in which event neither party shall be liable to the other by reason of such termination, save that the Client shall pay the Supplier a reasonable sum in respect of any
13 OWNERSHIP OF PROJECT MATERIALS
13.1 Subject to the rights of the Supplier and/or its third-party licensors in respect of any pre-existing materials which are supplied in conjunction with the Services and/or Project (which shall remain unaffected) the Supplier shall be entitled to all property copyright and other intellectual property rights in the design and/or Project Material which property copyright and other intellectual property rights shall at all times vest with the Supplier.
13.2 The Supplier reserves the right to use in any way it sees fit any designs and/or drawings and/or techniques and/or Project Material acquired or used by it in the performance of the Services.
13.3 The Client agrees that the Supplier shall be entitled at all times to refer and/or make reference to the Client and/or the Project Material and/or the Services and/or Material and/or Equipment and/or any part thereof in relation to the Project in subsequent engagement(s) and/or project(s) of the Supplier and/or in any other publicity material and/or activities and/or efforts and/or media announcement (whether in print and/or web-based and/or otherwise) of the Supplier.
13.4 The provisions of this Clause shall survive the expiration or termination of this Agreement.
13.5 For the avoidance of any doubt, in the event that any part of the Project Material was disclosed to the Client prior to the execution of the Quotation by the Client, and the Client do not subsequently execute the Quotation, the Client must not under any circumstances (except with the express written consent of the Supplier) utilize and/or refer to and/or disclose any part of the Project Material to any other person(s).
14.1 The Client must at all times during the continuance of this Agreement and after its termination use his best endeavors to keep all restricted information (as defined below) confidential and accordingly must not:
- disclose any restricted information to any other person, or
- use any restricted information for any purpose other than the performance of its obligations under this agreement.
14.2 References to ‘restricted information’ are references to any information disclosed to the Client by the Supplier pursuant to or in connection with this Agreement (which shall also include the Project Material), whether orally or in writing and whether or not it is expressly stated to be confidential or marked as such.
14.3 Any restricted information may be disclosed by the Client to:
- any governmental or other authority or regulatory body, or
- any employees of the Client or of any of the aforementioned persons,
but only to the extent necessary for the purposes contemplated by this agreement or as is required by law, and subject in each case to the Client using his best endeavors to ensure that the person in question keeps the information confidential and does not use it except for the purposes for which the disclosure is made.
14.4 Any restricted information may be used by the Client for any purpose, or disclosed by the Client to any other person, to the extent only that:
- it is at the time of use or disclosure public knowledge through no fault of the Client, or
- it can be shown by the Client, to the reasonable satisfaction of Supplier, to have been known to him before it was disclosed to him by Supplier,
provided that the Client must not disclose any restricted information that is not public knowledge.
15 CLIENT’S WARRANTY
The Client hereby warrants to the Supplier that the Client has not been induced to enter into this Agreement and/or acceptance of the Quotation by any prior representations or warranties whether oral or in writing except as specifically contained in this Agreement and/or the Quotation and the Client hereby irrevocably and unconditionally waives any right it may have to claim damages for any misrepresentation not contained in this Agreement and/or Quotation and/or for breach of any warranty not contained herein (unless such misrepresentation or warranty was made fraudulently and was relied upon by the Client) and/or to rescind this Agreement.
16.1 The Supplier shall indemnify the Client and keep the Client reasonably indemnified on demand against any loss of or damage to any property or injury to or death of any person caused by any willful default / breach or gross negligence of this Agreement by the Supplier its employees agents or sub-contractors.
16.2 In any event, and notwithstanding anything contained in the Agreement, under no circumstance shall the Supplier be liable, in contract, tort (including negligence and/or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof:
- For any increased costs or expenses; or
- For any loss of profit, business, contracts, revenues or anticipated savings; or
- For any special, indirect or consequential damage of any nature whatsoever.
16.3 The Supplier shall be under no liability whatsoever for any loss, damage, injury or expense caused by the Client (or the Client’s licensee, agent, representative, employee and/or servant) misuse and/or failure or omission to properly maintain and/or service the Material and/or Equipment and/or any part thereof.
16.4 Further, no action may be brought by the Client against the Supplier under this Agreement more than  months after the Completion Date or termination of this Agreement, whichever is earlier.
16.5 Each of the foregoing clauses in 16.1 to 16.4 above is to be construed as a separate limitation (applying and surviving even if for any reason one or other of the said clauses is held inapplicable or unreasonable in any circumstances) and shall remain in force notwithstanding the termination of the contract.
16.6 The Client shall indemnify the Supplier and keep the Supplier fully and effectively indemnified on demand against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or breach of this Agreement by the Client its employees agents or sub-contractors.
17 WAIVER OF REMEDIES
No forbearance delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right power or remedy herein conferred upon or reserved for either party is exclusive of any other right power or remedy available to that party and each such right power or remedy shall be cumulative.
18 ENTIRE AGREEMENT
18.1 Other than details and matters which are set out in the Quotation, which shall bind parties as part of the Agreement between the parties, this Agreement and the current Terms and Conditions supersedes all prior agreements arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof (save that neither party seeks to exclude liability for any fraudulent pre-contractual misrepresentation upon which the other party can be shown to have relied).
18.2 No addition to or modification of any provision of this Agreement (including for the avoidance of doubt any substitution of the Equipment or any part of it pursuant) shall be binding upon the parties unless made by a written instrument signed by a duly authorized representative of each of the
18.3 The Client accepts and agrees that all the terms and covenants set out in the current Terms and Conditions and which shall bind the Client in so far these are not expressly otherwise stated / provided in this Quotation.
Save as expressly provided in this Agreement, neither party shall assign or otherwise transfer this Agreement or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).
The Supplier is expressly allowed enter into any sub-contract with any person for the performance of any part of this Agreement.
All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in the Quotation or such other address in Singapore as the recipient may designate by notice to the other party. Any such notice (including any court processes and/or documents) may be delivered personally or by letter (by way of Certificate of Posting) or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by Certificate of Posting 2 working days after posting and if by facsimile transmission or email or any other electronic means of data transmission when dispatched.
In this Agreement:
22.1 reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended extended or re-enacted;
22.2 words importing the singular include the plural words importing any gender include every gender and words importing persons include bodies corporate and unincorporate; and (in each case) vice versa;
22.3 any reference to a party to this Agreement includes a reference to his successors in title and permitted assigns; and
22.4 the headings to the Clauses are for ease of reference only and shall not affect the interpretation or construction of this Agr
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore.
All disputes between the parties arising from this or is in any way related, whether directly or indirectly or otherwise, and however so arising, including but not limited to any issue relating to the validity of this Agreement and/or any of the clauses, shall be referred to arbitration in Singapore in accordance with the LawSoc Arbitration Rules (of the Law Society of Singapore) in force at the commencement of the arbitration, and the arbitration proceedings shall be subjected to the provisions of Singapore’s International Arbitration Act (or any revisions of this Act as may be applicable).
Any dispute which may arise between the parties concerning this Agreement shall be determined by the Courts of the Republic of Singapore and the parties hereby submit to the exclusive jurisdiction of the Singapore Courts for such purpose.
Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable the other provisions of this Agreement and the remainder of the provision in question shall remain in full force and effect.
26 THIRD PARTIES
The parties do not intend that any of the Terms and Conditions and/or matters covenants clauses and/or representations set out in the Quotation shall be enforceable by a third party. The Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore shall not under any circumstances apply to this Agreement and any person who is not a party to this Agreement (whether or not such person shall be named, referred to, or otherwise identified, or form part of a class of persons so named, referred to or identified, in this Agreement) shall have no right whatsoever under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce this Agreement or any of its terms.