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General Sales and Delivery Terms

  1. Definitions

    The following words used herein shall have the following meanings unless the context otherwise requires:
    • "Buyer" means M-Power Food Industries Private Limited;
    • "Intellectual Property“ means intellectual property rights including, without limitation, all patents, registered designs, copyrights, database rights, design rights, semiconductor chips, topography rights, trademarks, service marks, trade secrets, confidential information and rights in unpatented know-how;
    • "Price" means the price of the Deliverables as specified in the Purchase Order;
    • "Deliverables " " means the goods, materials, products, commodity and/or service supplied by the Seller as specified and/or listed in the Purchase Order for internal use and resale;
    • "Seller" means the Seller of the Deliverables as specified in the Purchase Order;
    • "Purchase Order" means a purchase order or a confirmation issued by the Buyer and accepted by the Seller relating to the supply of the Deliverables to the Buyer; and
    • “Specifications" means the quality, quantity, packing and any other specifications relating to the Deliverables as set out in the Purchase Order. All references made to trade terms herein or in the Purchase Order shall be interpreted in accordance with lncoterms 2010 as published by the lnternational Chamber of Commerce (“lncoterms 2010").
  2. Acceptance of Purchase Order

    This purchase order constitutes Buyer's offer to Seller and shall become a binding contract upon the terms and conditions stated in this purchase order upon acceptance by Seller by any expression of acceptance, or commencement of performance, whichever occurs first. Any terms and conditions proposed by Seller in acknowledging or accepting Buyer's offer which are different from or in addition to the terms set forth in this purchase order shall not be binding upon Buyer and shall be void and of no effect, except to the extent expressly accepted in writing by Buyer's authorized procurement representative(s). Seller must sign and stamp the purchase order and return it by fax or email to Buyer. If Seller does not return the purchase order with authorized signature and stamp to Buyer within 48 hours after receipt, Buyer will consider that all conditions of purchase order as accepted

  3. Data

    Seller acknowledges that it has in its possession all applicable specifications, drawings and documents (including, without limitation, statements of work) necessary to perform its obligations under this purchase order at the price and schedule stated on this purchase order or its attachments. All such documentation shall be deemed to be a part of this purchase order.

  4. Packing and Shipping

    Deliveries shall be made as specified on this purchase order without charge for packaging or storage unless otherwise agreed in writing by Buyer. Deliverables shall be suitably packed to secure the lowest transportation costs and in accordance with the requirements of the carriers of the releases or orders subject to this purchase order. Seller shall use the carrier(s) selected by Buyer if Buyer so requests. Buyer's order numbers must be plainly marked on all packages, bills of lading and shipping orders. Buyer's count or weight shall be conclusive. Seller shall not ship in advance of schedule or make partial shipment unless otherwise agreed in writing by Buyer. Risk of loss shall be retained by Seller until delivery of the Deliverables at the location specified on this purchase order. Delivery according to schedule is a material condition of this purchase order.

  5. Draft Documents

    At time of shipment, Seller should e-mail set of draft documents for Buyer’s review and approval at this email Seller agree to indemnify Buyer for any incorrect statement contained in all documents related to this purchase order including any additional duties and costs incurred by Buyer as a result of such incorrect statement.

  6. Set-off

    Buyer shall be entitled at all times to set off any amount owing at any time from Seller to Buyer (or any of Buyer's affiliates and subsidiaries) against any amount payable at any time by Buyer (or any of its affiliates and subsidiaries) to Seller.

  7. Specifications

    All Deliverables and services furnished pursuant to this Purchase Order shall strictly conform to the specifications described in this Purchase Order. No change in this Purchase Order shall be made except upon written application.

  8. Damaged Deliverables and short shipment

    Buyer has the full right to claim any damage/short receipt during shipment.

  9. Deliverables Inspection & Claim of quality

    Any Deliverables covered by this Purchase Order are subject to inspection and approval by Buyer at place of destination. If rejected, Deliverables shall be replaced or credited by the Seller at this Purchase Order price, at Buyer’s option and at Seller’s risk. All charges to be incurred shall be borne by Seller. Payment shall not constitute Buyer's acceptance of the Deliverables nor impair Buyer's right to inspect and/or test the Deliverables or exercise any of its remedies. Upon notice of rejection of defective Deliverables, risk of loss of such Deliverables shall be upon Seller until redelivery, if any, to Buyer. Rejected Deliverables may be returned to Seller or held by Buyer, both at Seller's risk and expense, subject to Seller's disposal instructions.

  10. Default

    Buyer may, by written notice to Seller, cancel this purchase order or any release or order subject to this purchase order for default, (a) if Seller fails to deliver the Deliverables strictly within the time specified in this purchase order, or if no time is specified, within a reasonable time; (b) if the Deliverables delivered do not conform to this purchase order or if Seller fails to perform any of the other provisions of this purchase order, or so fails to make progress as to endanger performance of this purchase order in accordance with its terms; or (c) if Seller's financial condition shall at any time become unsatisfactory to Buyer. Upon such cancellation, Buyer shall not be liable to Seller for any amount. Seller will deliver to Buyer any of the Deliverables for which Buyer shall make written request prior to or upon cancellation, for which Buyer will pay Seller the fair value of any such Deliverables so requested and delivered. Buyer may pursue any remedies available at law or in equity and Seller shall be liable to Buyer for any and all damages suffered by Buyer by reason of Seller's default. Seller shall cooperate with any transition of the delivery of the Deliverables as reasonably requested by Buyer.

  11. Change Orders and Deliverable Substitution

    Buyer shall have the right by written notice to change the terms of this purchase order, specifications, materials, packaging, the time, method or place of delivery or the method of shipment or to suspend delivery of the Deliverables or ship before any scheduled date. Upon receipt of such notice, Seller shall proceed promptly to make such changes. If any such change causes a change in the cost of the Deliverables or in the time required for performance, Seller shall provide prompt notice to Buyer of any such change and an equitable adjustment shall be negotiated promptly and this purchase order shall be modified in writing accordingly. Seller shall not substitute or replace or add new raw materials in the Deliverables or change the specifications related to such Deliverables without first notifying Buyer in writing and receiving Buyer's written consent.

  12. Intellectual Property and Proprietary Rights

    Seller shall at its expense indemnify, defend and hold harmless, Buyer, its directors, officers, employees, affiliates, subsidiaries, agents, customers and end users, from any and all loss, damages or liability (including, without limitation, reasonable legal fees and costs) for or on account of, or resulting from, any claim of infringement of any existing or future copyrights, patents, or trademarks, misappropriation of any trade secrets, or violation of any other intellectual, proprietary or industrial rights, with respect to any of the Deliverables. The fact that Buyer furnishes specifications to Seller with respect to any of the Deliverables shall neither relieve the Seller from its obligations under this purchase order nor limit Seller's liability in connection with the Deliverables, nor constitute an undertaking by Buyer to hold Seller harmless against any such claim which arises out of compliance with the specifications.

  13. Confidential Information

    Seller shall not disclose to any third party or use any confidential information of Buyer's concerning this purchase order or other material intended for use in connection with this purchase order, or pertaining to Buyer’s business or operations without Buyer's prior written consent. Any knowledge or information which Seller may disclose to Buyer in connection with the purchase of any of the Deliverables shall not, unless Buyer otherwise specifically agrees in writing, be deemed to be confidential information and shall be acquired free from any restriction as part of the consideration for this purchase order.

  14. Termination

    The Buyer reserves the right to cancel this purchase order in whole or in part by written notice without penalty in the event that deliveries are not made within the specified time.

  15. Delays

    Whenever an actual or potential labor dispute or other event beyond the reasonable control and without the fault or negligence of the Seller is delaying or threatens to delay the timely delivery of the Deliverables, Seller shall immediately give written notice of delay, including all relevant information regarding the delay, to Buyer. In addition, Seller shall take all reasonable steps to avoid or remove the cause of such delay and mitigate the harm of such delay to Buyer and will resume performance (if suspended) as soon as the cause of delay is removed. In the event the Seller's performance is delayed or is expected to be delayed by more than five (5) business days, the Buyer upon written notice to Seller may terminate this purchase order for its convenience in accordance with Section 14 of this purchase order.

  16. Assignment and Subcontract

    Neither this purchase order nor any duty or right under this purchase order shall be delegated, assigned or subcontracted without the prior written consent of Buyer. Any assignment not made in accordance with the terms and conditions of this Section is void and of no effect.

  17. Advertising

    Seller shall not; without the prior written consent of Buyer, in any manner advertise or publish the fact that Seller has contracted to furnish Buyer the Deliverables under this purchase order.

  18. Force Majeure

    1. The Buyer shall not be liable to the Seller for any non-performance of its obligations hereunder or in the Purchase Order if such non-performance is due to the interruption of operations of the Buyer or third parties, strikes, riots, walk-outs, lockouts, labour shortages, power shortages, fires, wars, act of governmental authorities, severe economic dislocation, embargoes, inadequate transport facilities, acts of God, earthquakes, storm, floods, explosions, accidents, protests or demonstrations or any other reason or reasons beyond the control or and not reasonably foreseeable by the Buyer ("Force Majeure Event") in Singapore and/or country(ies) where the Buyer is exporting to.
    2. If the delivery of the Deliverables is delayed by reason of any Force Majeure Event, then the time for delivery of the Deliverables shall be extended by a period of time equal in length to the period of such delay and the Buyer shall accept such delayed delivery.
  19. Relationship of Parties

    The Seller and Buyer are independent contractors. Nothing in this purchase order shall be deemed to create a partnership, joint venture, franchise, employment, or agency relationship between the parties. Neither party shall have the power or authority to bind or obligate the other party.

  20. Waiver

    Any failure or delay by either party in exercising any right or remedy will not constitute a waiver.

  21. Entire Agreement

    Unless another agreement expressly references and incorporates this purchase order into such agreement (or otherwise makes this purchase order supplementary to such agreement) and such agreement provides for an order of precedence, this purchase order, together with any data referenced in Section 3 of this purchase order, constitutes the entire agreement and exclusive statement of the terms between the parties with respect to the purchase and sale of the Deliverables under this purchase order and terminates and supersedes all previous negotiations, communications, representations, or agreements between the parties. No alteration, modification or amendment of any of the provisions in this purchase order shall be binding unless in writing and signed by Buyer's authorized procurement representative(s). If any provision of this purchase order is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, all other provisions shall remain in full force and effect.

  22. Governing Law and Venue

    These Terms and terms in the Purchase Order are governed by and are to be construed in accordance with the laws of the Singapore. Any and all disputes arising out of this Purchase Order transaction shall be subject to the exclusive jurisdiction of the courts of Singapore.

  23. Survival

    Any provision in this purchase order which, by its nature, would reasonably be expected to be performed after the termination of this purchase order, shall survive and be enforceable after such termination.

  24. Limitation of Liability

    In no event shall Buyer be liable for any incidental, indirect, special, and consequential or punitive damages, even if Buyer knew or should have known of the possibility of such damages.

Revision date: August 31st 2015