CONDITIONS OF PURCHASE
These Conditions of Purchase govern the purchase of goods and services by Advanced Flavors & Fragrances Pte. Ltd. from its suppliers. They apply whenever the Company buys, and they take priority over any terms the Supplier may seek to impose.
1. Definitions
1.1"Company", "we" or "us" means Advanced Flavors & Fragrances Pte. Ltd. (Co. Reg. No. 201817430C). "Supplier" means the person, firm or company supplying the Goods or Services. "Goods" means the goods (including raw materials, aroma chemicals, ingredients, packaging and equipment) the Supplier supplies. "Services" means any services the Supplier supplies. "Purchase Order" means the Company's order for Goods or Services. "Specification" means the description, drawings, samples and requirements the Company provides or the parties agree.
2. Basis of Purchase
2.1These Conditions apply to and are incorporated into every Purchase Order and prevail over any terms the Supplier seeks to impose or incorporate, whether in a quotation, acknowledgement, invoice or otherwise.
2.2A Purchase Order is an offer by the Company to purchase on these Conditions. The Supplier confirms each Purchase Order in writing within two (2) working days of its date. If the Supplier does not confirm within that period, the Company is entitled to treat the Purchase Order as accepted, or, at its option, to cancel it. The Purchase Order is also accepted when the Supplier begins to supply, whichever is earlier. No variation has effect unless agreed in writing by the Company.
2.3The Company may cancel or vary a Purchase Order in whole or in part at any time by written notice, including after acceptance. Where the Company cancels for convenience, its sole liability is to pay for conforming Goods already delivered and accepted, and the Company is not liable for loss of profit, anticipated profit, overheads or any other loss arising from the cancellation. The Company is not obliged to accept any deliveries in excess of, or earlier than, the quantities and dates stated.
3. Specification and Quality
3.1The Supplier warrants that the Goods and Services: conform in all respects to the Specification; are of satisfactory quality and fit for any purpose made known to the Supplier; are free from defects in design, material and workmanship; correspond with any sample; and comply with all applicable laws, regulations and standards, including food safety, good manufacturing practice and the requirements of the relevant food and health authorities in Singapore and in any market into which the Company indicates the Goods will be incorporated.
3.2The Supplier provides, with each delivery, a certificate of analysis, safety data sheet, and such allergen, regulatory, origin and traceability documentation as the Company reasonably requires. The Goods are correctly labelled and within the agreed shelf life on delivery, with a minimum of 75% of shelf life remaining.
3.3The Company may inspect, test and audit the Goods, the Services and the Supplier's facilities, processes and records at any reasonable time, on reasonable notice, including for food safety, traceability and ethical sourcing purposes. Inspection, testing, audit or payment does not constitute acceptance and does not relieve the Supplier of its warranties.
3.4The warranties in this clause 3 continue for the full shelf life of the Goods and survive delivery, inspection, acceptance and payment. If any Goods are found to breach these warranties, the Supplier promptly cooperates with the Company, at the Supplier's cost, in any investigation, recall, withdrawal or corrective action, and reimburses the Company for the costs of any recall or withdrawal attributable to the Supplier's breach.
4. Delivery, Risk and Title
4.1The Supplier delivers the Goods to the location and by the date stated in the Purchase Order. Time of delivery is of the essence. The Supplier notifies the Company promptly if it anticipates any delay. If the Supplier fails to deliver on time, the Company may, without prejudice to its other rights and without liability, cancel the Purchase Order in whole or in part, refuse to accept any later delivery, purchase substitute goods elsewhere and recover from the Supplier any additional cost of doing so, and claim damages for any other loss arising from the delay.
4.2Risk in the Goods passes to the Company on delivery and acceptance. Title passes to the Company on the earlier of delivery and payment. Where the Company has paid for Goods before delivery, title passes on payment and the Supplier stores them separately as the Company's property.
4.3The Company may inspect the Goods on receipt or at any time afterwards, and may reject at any time any Goods or Services that are not fit for their intended use, do not conform to sample or Specification, or are delivered in a quantity exceeding the order by more than ten percent (10%). Rejection may occur whether or not the Goods were previously accepted or paid for. On rejection, the Company may require the Supplier to repair, replace or re-perform, or refund the price, or cancel the Purchase Order, in each case at the Supplier's cost and without prejudice to the Company's right to damages.
5. Price and Payment
5.1The price is that stated in the Purchase Order, is fixed, and is inclusive of all packaging, carriage, insurance and delivery costs, but exclusive of GST. No increase applies without the Company's prior written agreement.
5.2The Company pays correctly rendered, undisputed invoices within thirty (30) days of the later of receipt of a valid invoice and acceptance of the Goods or Services. The Company may at any time set off, deduct or withhold against any amount payable to the Supplier any amount the Supplier owes to the Company or to any company in the Company's group, on any account, whether or not presently due. The Supplier pays all amounts due to the Company in full without any set-off, deduction, counterclaim or withholding.
5.3Payment by the Company does not constitute acceptance of the Goods or Services, is not an admission that the Supplier has performed its obligations, and does not waive any right or remedy of the Company, including any right to warranty or damages.
6. Intellectual Property and Confidentiality
6.1All Intellectual Property created by the Supplier specifically for the Company under a Purchase Order vests in the Company on creation, and the Supplier assigns it to the Company. The Supplier grants the Company a licence to use any of the Supplier's background Intellectual Property necessary to use the Goods or Services.
6.2The Supplier keeps confidential all formulae, Specifications, samples, technical and commercial information of the Company, uses it only to perform the Purchase Order, and does not disclose, copy or reverse engineer it. The Supplier does not supply to any third party any product made to the Company's Specification or formula. These obligations survive termination without limit in time.
6.3The Supplier warrants that the Goods and Services, and the Company's use of them, do not infringe any third party's Intellectual Property, and indemnifies the Company against any claim that they do.
7. Indemnity and Insurance
7.1The Supplier indemnifies the Company against all claims, liabilities, losses, damages, costs and expenses arising from any defect in the Goods or Services, any breach of the Supplier's warranties, any product liability or recall arising from the Goods, or any negligent or wrongful act or omission of the Supplier.
7.2The Supplier maintains adequate insurance, including product liability and public liability cover, with reputable insurers, and provides evidence of cover on request.
8. Compliance and Ethical Sourcing
8.1The Supplier complies with all applicable laws, including anti-bribery and anti-corruption, anti-money laundering, sanctions and export control laws, and with the Company's supplier code of conduct as notified. The Supplier does not offer or accept any improper payment, commission or inducement in connection with the Purchase Order.
9. Termination
9.1The Company may terminate any Purchase Order with immediate effect by written notice if the Supplier commits a breach (whether or not material) and, where the breach is capable of remedy, fails to remedy it within seven (7) days of notice, repeatedly breaches these Conditions, fails to deliver on time, becomes insolvent or unable to pay its debts, has a receiver, judicial manager or liquidator appointed, ceases or threatens to cease business, or undergoes a change of control the Company reasonably objects to.
9.2The Company may also terminate any Purchase Order for convenience at any time on written notice, in which case clause 2.3 applies to the Company's liability.
9.3Termination does not affect any accrued rights or remedies, and the Supplier's obligations under clauses 6 (Intellectual Property and Confidentiality), 7 (Indemnity and Insurance) and 3 (warranties) survive termination.
10. General and Governing Law
10.1Clauses equivalent to clause 16 (General) of the Conditions of Sale apply to these Conditions of Purchase, with references to the Company and the Customer read as references to the Company and the Supplier as the context requires.
10.2These Conditions of Purchase and any dispute or claim arising out of or in connection with them, including any non-contractual dispute or claim, are governed by the laws of Singapore, excluding the United Nations Convention on Contracts for the International Sale of Goods. Any dispute is submitted to the jurisdiction of the courts of Singapore, without prejudice to the Company's right to bring proceedings against the Supplier in the courts of the place of the Supplier's registered office or wherever the Supplier has assets.