BLUCONNECTION PTE LTD GENERAL TERMS & CONDITIONS FOR PURCHASE OF GOODS AND SERVICES
The following General Terms & Conditions for purchase of goods and services (“Terms”) apply to all contracts, agreements, Purchase Orders (any written order(s) or confirmation of quotations issued by Bluconnection), Change Orders (as defined below) (collectively referenced herein as “Order”), between Bluconnection Pte Ltd., (“Bluconnection”) and its suppliers (each, a “Supplier”), unless otherwise agreed in writing and signed by the parties hereto (referred to herein as a “Party” and collectively as “Parties”).
1. OFFER; ACCEPTANCE; EXCLUSIVE TERMS
1.1 Each Order incorporates by reference and is governed by these Terms. Each Purchase Order or revision thereof issued by Bluconnection is an offer to the Supplier identified on the Purchase Order for the purchase of Goods and/or Services. When accepted, a Purchase Order supersedes all prior agreements, purchase orders, quotations, proposals and other communications regarding the Goods and/or Services covered by the Purchase Order, except that a prior agreement signed by an authorized representative of Bluconnection will continue to apply.
1.2 Supplier accepts a Purchase Order, including these Terms, and forms a contract by doing any of the following: (a) commencing any work under the Purchase Order; (b) accepting the Purchase Order in writing; or (c) any other conduct that recognizes the existence of a contract with respect to the subject matter of the Purchase Order. The Purchase Order does not constitute an acceptance of any offer or proposal made by Supplier.
1.3 Any reference in the Purchase Order to any offer or proposal made by Supplier is solely to incorporate the description or specifications of Goods and/or Services in the prior proposal, but only to the extent that the description or specifications do not conflict with the description and specifications in the Purchase Order. Any additional or different terms proposed by Supplier, whether in Supplier’s quotation, acknowledgement, invoice or otherwise, shall be deemed a material alteration of these Terms, and are hereby objected to and rejected by Bluconnection; provided, that any such proposal or attempted variance shall not operate as a rejection of the Purchase Order if Supplier accepts Bluconnection’s offer by commencement of work, shipment of the Goods, or by other means acceptable to Bluconnection, in which case the Purchase Order shall be deemed accepted by Supplier without any additional or different terms or variations whatsoever.
1.4 The Order and these Terms, and any attachments thereto, shall be considered the complete agreement between Bluconnection and Supplier with respect to the subject matter hereof. Any modification of these Terms must be expressly stated in an Order. In the event of a conflict, a mutually-signed agreement shall take precedence over a Purchase Order, and a Purchase Order shall take precedence over these Terms.
2.1 Subcontractor. With Bluconnection’s prior written consent, Supplier may engage independent third parties to produce the Goods and/or perform the Services associated with an Order or other obligations to be performed by Supplier under an Order ("Subcontractors"), provided that Supplier will remain fully responsible and liable for the work and activities of its Subcontractors. Supplier represents and warrants that any Subcontractor shall be subject to all of Supplier’s obligations, responsibilities and warranties under the relevant Order, and that Supplier will ensure the compliance of all Subcontractors with the terms of the Order for which the Supplier has engaged such Subcontractor (including ensuring that Subcontractors comply with the insurance requirements set forth in these Terms). Supplier will provide Bluconnection with any information that it may reasonably request regarding such Subcontractor. All such Subcontractors shall be commissioned in Suppliers own name and on its own account. Unless otherwise expressly agreed in writing, the purchase price/service fee paid by Bluconnection to Supplier shall cover the costs/fees of any Subcontractors engaged.
3. CHANGE ORDERS
3.1 General. All changes and any additional requests to an Order ("Change(s)") shall be made through the change order process described below.
3.2 Requests for Changes. Bluconnection may request for Change(s) to an Order by giving notice in writing to the Supplier. After receiving a Change request from Bluconnection, Supplier will provide Bluconnection within three (3) business days (or such shorter time as Bluconnection may reasonably request) a document summarizing the effect, if any, of the proposed Change on (i) the scope of the Goods or Services; (ii) Supplier’s and Bluconnection’s obligations under the Order; (iii) the project schedule and timing, (iiii) the budget and the price for the Change. In addition, Supplier will inform Bluconnection in such document regarding any other business impact Supplier believes to be relevant to Bluconnection’s Change request (“Change Request Quotation”). Supplier shall only start implement the Change after written approval of Bluconnection of the Supplier’s Change Request Quotation.
4. GOODS AND SERVICES
4.1 Delivery/Shipping. Shipping/ delivery shall be carried out in accordance with the delivery terms (per Incoterms as applicable on the date of the Order) specified by Bluconnection. In supplying the Goods and/or Services, the Supplier agrees not to interfere with Bluconnection’s activities at the delivery address and will ensure that it, its agents, employees and Suppliers are aware of and comply with all applicable laws, site safety policies and any reasonable direction given by Bluconnection in order to comply with any applicable law or policy.
4.2 Packaging. Unless otherwise agreed, packaging costs shall be paid by the Supplier. Any additional costs arising from non-compliance with instructions for packaging and transport shall be borne by the Supplier. Any additional costs for faster conveyance which may have become necessary to ensure compliance with a delivery date shall be paid by the Supplier. The Goods supplied shall be delivered packed if their nature requires packing for transport. The packaging must be safe for transport and comply both with the terms of carriage for the means of transport chosen and with any packaging instructions given in the Order. Should the Goods reach their destinations or be handed to a driver or the haulage contractor appointed by Bluconnection with damaged or in damaged packaging, Bluconnection shall be entitled to reject the Goods or return them to the Supplier at Suppliers expense without checking the contents. Every Good shall be accompanied by a delivery note showing the designations of the products stated in the Order as well as the Order numbers.
4.3 Risk of Loss or Damage. The risk in the Goods shall transfer as per the agreed upon Incoterms. If no Incoterms are agreed, the Goods shall travel at the Supplier’s risk until delivery to Bluconnection at the agreed delivery destination unless transport is carried out with Bluconnection’s own vehicles or by contractors/transporters appointed by Bluconnection.
4.4 Title. Unless otherwise specified, full unencumbered title to the Goods shall vest in Bluconnection upon acceptance of the Goods by Bluconnection.
4.5 Acceptance of Goods and Services. Bluconnection shall notify Supplier in writing, within a reasonable time from the date the Goods and Services have been received, whether Bluconnection has rejected the Goods or Services (the "Acceptance Period"). Bluconnection's payment of any invoice shall not be deemed to be acceptance of the Goods or Services, and its acceptance of the Goods or Services shall not be construed as evidence that the Goods or Services do, in fact, conform in all respects with the Goods and Services requirements set forth in the Order, or as a waiver of Supplier's warranty obligations.
4.6 Rejection of Goods. Bluconnection reserves the right to reject any or all Goods delivered at a later point of time upon discovery of a latent defect not apparent by visual inspection. The signing of delivery dockets or similar documents by Bluconnection’s employees or agents does not constitute acceptance of Goods specified in such docket or document. Bluconnection may reject all or any goods or batches of goods that are found to be defective after inspection or that do not conform to the requirements of the Order or these Terms. Bluconnection will promptly notify the Supplier of any defect or nonconformity and will allow the Supplier to collect the goods at the Supplier’s cost. Bluconnection may either cancel the Order, or may require the Supplier to either repair or replace the goods at the Supplier’s cost. Notwithstanding clause 5, Bluconnection will not be required to pay for any goods delivered which are rejected under this clause 4.
4.7 Rejection of Services. Services delivered by the Supplier are not accepted by Bluconnection until the delivery of the Services has been verified by Bluconnection provided that such verification is made within a reasonable time after delivery of the Service. If the Services are not provided in accordance with an Order, the Supplier must re-perform the Services until the Services are accepted, or Bluconnection may elect to cancel the Order. Notwithstanding clause 5, Bluconnection is not required to pay to the Supplier any amount in respect of any Services performed which are rejected under this clause 4.7.
4.8 Customs Related Matters. Supplier agrees to fulfill any customs related obligations, origin marking or labeling requirements, and local content origin requirements. Export licenses, import licenses or authorizations necessary for the export of Goods are Supplier’s responsibility unless otherwise stated in the Order, in which case Supplier will provide the information necessary to enable Bluconnection to obtain the licenses or authorizations. The Supplier agrees to indemnify Bluconnection against any expenses, costs and damages (including solicitor costs on an indemnity basis), which may be incurred as a consequence of non-compliance of this clause 4.8.
4.9 Time of the Essence. Time is of the essence to Bluconnection, unless otherwise agreed upon. Time and quantity provisions of Order(s) generated in connection with these Terms shall be strictly observed. Supplier will promptly notify Bluconnection in writing of any and all events which could affect the obligation of Supplier to make deliveries of Goods and/or Services at specified times or in specified quantities and will undertake to reduce or make up the delay and/or quality by all reasonable and expeditious means. The fact that such notice is given, however, shall not affect or diminish any obligation of Supplier. Bluconnection is not obligated to accept early deliveries, late deliveries, partial deliveries or excess deliveries. If the Supplier is in default of delivery and if a reasonable period of grace granted by Bluconnection (if any) has elapsed without result, Bluconnection shall be entitled to cancel the contract and require the reimbursement of any payments made and to claim payment of damages for non-fulfilment without further formalities, in particular without previous warning of rejection.. However, Bluconnection may at its discretion continue to insist upon fulfilment of the Order even after expiry of the period of grace granted (if any) and moreover claim compensation for the damage caused by the Supplier's undue delay. If the Goods and/or Services are to be delivered by instalments, the contract will be treated as a single contract and not severable. Should the Supplier be in default with a part of the consignment only, Bluconnection shall have the right to cancel either this part of the contract or the entire contract or to claim damages for non- fulfilment of this part or of the whole of the contract at its discretion.
5. CHARGES AND PAYMENT
5.1 Charges. Bluconnection shall pay Supplier the purchase prices and/or service fees (collectively, the "Charges") for the Goods and Services set forth in the applicable Purchase Orders. Charges only become due upon acceptance of the Goods/ Services by Bluconnection, which could especially been withhold if the Goods/Services are defective, do not meet the agreed quality or are not delivered/fulfilled in time.
5.2 Right of Set-off. Bluconnection may set off and recoup against its accounts payable to Supplier any amounts for which Bluconnection determines in good faith Supplier or Supplier’s affiliates is liable to Bluconnection under any other Order with Supplier or Supplier’s affiliates.
5.3 No extra charges. Bluconnection will not accept any charges for extras or for transportation, shipping, delivery, storage, drayage, insurance, boxing, packing, crating, or carting and will not pay any handling fee or mark-ups on the price of third-party services unless specified in the Order or otherwise agreed by Bluconnection in writing.
5.4 Taxes, Duties, Imposts, Levies. The Charges shall be inclusive of all taxes, duties and levies, (in particular goods and services tax, value-added or similar taxes), and the liability for such taxes, duties and levies rests with the Supplier. Bluconnection shall not be liable for any (local or foreign) sales, use, excise, value-added, business and other taxes, duties, imposts or levies unless separately stated in the Order and billed as a separate line item. Bluconnection is authorized to deduct or withhold from each payment to Supplier all taxes which Bluconnection is required by law to deduct or withhold and to pay the amount withheld or deducted to the relevant tax authorities. Bluconnection shall not be responsible for any taxes based on Supplier’s income or its business operations including, without limitation, employment taxes, income taxes or license taxes. Supplier agrees to provide Bluconnection with documents that may be required to obtain any applicable exemption, credit, rebate, remission, refund, reduction or other relief from taxes or foreign tax credit.
5.5 Compliance with laws. Supplier shall comply in a timely manner with all requirements imposed on Supplier by all applicable taxing statutes, including requirements in respect of registration, payment, collection, and remittance of taxes and provision to the taxing authorities of such deposits, guarantees or other forms of security as may be required by law or the administration thereof, and shall upon request provide Bluconnection with written proof of such compliance. Supplier shall indemnify Bluconnection for any amounts assessed against Bluconnection arising from Supplier’s failure to so comply.
5.6 Invoices and Payment. Supplier shall issue individual tax invoices for each Service and each shipment of Goods delivered. Invoices must contain the Purchase Order number, if any and the invoice date, a description of Goods and/or Services and comply in all respects with the Singapore Goods and Services Tax Act and all applicable laws.
All invoices are to be addressed to:
Bluconnection Pte Ltd.
4 Fourth Lok Yang Road
Except as otherwise stated in an Order, payments of non-disputed invoices will be made within 60 days from the receipt of the invoice or receipt and acceptance of Goods and/or Services, whichever is later. In the event of any delay in receiving an invoice, or any error or omissions in any invoice, Bluconnection may withhold payment without losing its rights to applicable cash discounts.
6.1 Confidential Information. Supplier is obliged to treat as confidential all Orders and all related technical, financial, commercial and other details not yet publicly known that comes to the Supplier’s knowledge during or in connection with the business relationship, including without limitation, all drawings, models, patterns, samples, and similar items provided to the Supplier by Bluconnection (“Confidential Information”).
6.2 Disclosure by Supplier. Supplier may disclose Confidential Information only to its own personnel and to its consultants, Subcontractors and advisors who reasonably need to know it in order to meet the contractual obligations as contemplated by the Order. Supplier will be responsible for any violation by its personnel, consultants, Affiliates, Subcontractors or advisors.
6.3 Return of Confidential Information. Upon Bluconnection’s request, Supplier will return or, with the consent of Bluconnection, destroy all of Bluconnection’s Confidential Information, except for business records required by law to be retained by Supplier, and upon request of Bluconnection shall deliver an affidavit attesting to the destruction of the Confidential Information.
6.4 Notice. If Supplier is requested, as part of an administrative or judicial proceeding, to disclose any of Bluconnection’s Confidential Information, Supplier will, to the extent permitted by applicable law, notify Bluconnection of such request as promptly as practicable (and in any event within five (5) Business Days after receiving the request) and cooperate with Bluconnection in seeking a protective order or similar confidential treatment for such confidential information.
6.5 Survival. Notwithstanding anything to the contrary in these Terms, any confidentiality or nondisclosure agreement between the Parties that predates these Terms will remain in effect, and to the extent of a conflict between the express terms of such an agreement and this Section, the terms of that agreement will control. Aforementioned stipulation shall apply accordingly for confidentiality or nondisclosure agreements postdate these Terms and concluded with respect to the Order.
7. WARRANTIES AND CERTAIN COVENANTS
7.1 Warranty, Warranty Period.
7.1.1 Goods Warranty. Supplier warrants to Bluconnection that the Goods will be produced in strict accordance with the terms and requirements set forth in the Order and any other specifications made known by Bluconnection, be free of defects in materials and workmanship, be merchantable, in good condition, safe, fit for the purpose for which goods of that kind are commonly supplied and for any purpose made known by Bluconnection and shall conform in all material aspects to all applicable laws and regulations in force at the time the Goods are produced (the "Goods Warranty"). Promptly after notice of any defect is provided by Bluconnection, Supplier shall, at Bluconnection’s option, either (i) replace, (ii) repair, or (iii) refund the purchase price for any Goods that do not conform to the Goods Warranty. If the Supplier fails after reasonable notice to proceed promptly with and complete the repair or replacement, Bluconnection may cause the repair or replacement of the Goods and charge all related costs (including labor, access and administrative costs) to Supplier without Supplier voiding the warranties contained herein and without Bluconnection waiving any other rights or remedies it may have under the Order.
7.1.2 Services Warranty. Supplier represents and warrants to Bluconnection (i) that all Services will be performed in accordance with the requirements and specifications set forth in the Order and in a prompt, professional and workmanlike manner, otherwise in accordance with industry standards of a high-class service provider, be fit for the purpose for which services of that kind are commonly supplied for and for the purpose made known by Bluconnection, without a breach of any obligation of confidence, and in compliance with all relevant industry codes, laws and standards and (ii) that Supplier has the expertise and resources (incl. properly skilled personnel) necessary to undertake and complete the Services in accordance with the specifications and timeframes set forth in the Order, where there is no specified timeframe in a reasonable period of time (the "Services Warranty"). Promptly after notice of any defect is provided by Bluconnection, Supplier shall, at Bluconnection’s option, either (i) re-perform any Services, or (ii) refund the service fees for any Services that do not conform to the Services Warranty. Supplier's warranty obligations under the Services Warranty will be fulfilled by Supplier without additional fees or charges of any kind to Bluconnection.
7.1.3 Warranty Period. Except as otherwise stated in an Order, the warranty period is the longer of (i) two (2) years and (ii) the warranty period provided by applicable law.
7.1.4 The remedies detailed above are without prejudice to any other remedies available under applicable laws.
7.2 Additional Warranties. Supplier represents and warrants to Bluconnection as follows:
7.2.1 Supplier, and any Goods and Services supplied by Supplier, will comply with all applicable laws, including rules, regulations, orders, conventions, ordinances and standards, including without limitation (i) in relation to the manufacture, labeling, transport, import, export, licensing, approval or certification of the Goods and Services, and (ii) laws relating to environmental matters, hiring, wages, hours and conditions of employment, international prohibitions on child labor, Subcontractor selection, discrimination, occupational health or safety, and motor vehicle safety. The Order incorporates by reference all clauses required by these laws.
7.2.2 All materials used by Supplier in the Goods (including their manufacture) or in connection with the Services will satisfy current governmental and safety constraints on restricted, toxic and hazardous materials as well as environmental, electrical and electromagnetic considerations that apply to the country of manufacture, sale or destination.
7.2.3 Supplier and its employees and Subcontractors will abide by the highest ethical standards. Neither Supplier nor any of its Subcontractors will utilize slave, child, prisoner or any other form of forced, involuntary or illegal labor, or engage in abusive worker treatment or corrupt business practices in the sale of Goods or provision of Services under these Terms. The specifications encompassed in an Order do not relieve the Supplier from the responsibility of ensuring that all materials, components and assemblies meet all requirements of this Order and any law or regulation.
7.2.4 Supplier has good title and marketable title to the Goods, (ii) the Goods are, and upon delivery to Bluconnection will be, free from any liens, claims, encumbrances, and interests of third parties, including, without limitation, Supplier’s vendors and Subcontractors and that all of Supplier’s vendors and Subcontractors will have been paid to such extent as may be required by law or by Supplier’s subcontracts or suborders; (iii) that the Goods or Services and/or their use do not infringe any third party rights, including, but without limitation industrial property rights; and (iii) it has requisite power and authority to transfer title to the Goods to Bluconnection.
8.1 Indemnification by Supplier. Supplier shall, at its expense, indemnify, defend and hold harmless Bluconnection and its affiliates, and their respective officers, directors, agents, employees, successors and assigns (each a "Bluconnection Indemnitee"), from and against all direct and indirect damages, losses, claims, demands, liabilities and costs or expenses (including reasonable attorneys’ and other professional fees, settlements and judgments (collectively, “Losses”) arising out of or in connection with any claim, demand, suit or proceeding of a third party in connection with any of the following: (i) the breach or misrepresentation by Supplier of its obligations, representations or warranties to Bluconnection under these Terms or an Order; (ii) the death or bodily or personal injury of any person caused by the breach of contract, breach of warranty, gross negligence, intentional or willful misconduct, errors or omissions of Supplier or its officers, directors, employees, agents or Subcontractors;(iii) the damage, loss or destruction of any real or personal property caused by the breach of contract, warranty, gross negligence, intentional or willful misconduct of Supplier or its officers, directors, employees, agents or Subcontractors.
8.2 Indemnification by Supplier with respect to Intellectual Property. Supplier will, at its expense, indemnify, defend and hold harmless the Bluconnection Indemnitees from and against any and all Losses arising out of or in connection with a claim by any third party against Bluconnection Indemnitees, alleging that any Goods or Services infringe a third parties intellectual property right (including but not limited to copyright, patent, trademark or trade secret) ("Intellectual Property Claim"). Bluconnection will furnish Supplier with such information and assistance as Supplier may reasonably request to evaluate the Intellectual Property Claim. Supplier shall then, at its own expense and option, either (i) settle the Intellectual Property Claim, or (ii) procure for Bluconnection the right to use the alleged infringing Good or Service, or (iii) replace or modify the alleged infringing Good or Service in order to avoid the Intellectual Property Claim, or (iv) remove the alleged infringing Good or Service and refund the prices (including transportation costs) paid by Bluconnection to Supplier less a reasonable amount directly proportionate to Bluconnection's actual usage of the infringing Good or Service, or (v) litigate the Intellectual Property Claim; provided, however, prior to Supplier taking any of the foregoing responses, the Parties shall meet to discuss the action or actions which Supplier proposes to take in response to the Intellectual Property Claim. If the Parties are unable to agree upon the action or actions to take in response to the Intellectual Property Claim, Bluconnection may, at its sole option, elect to terminate, for its convenience and without liability upon seven (7) days prior written notice to Supplier, the Order as to any alleged infringing Goods or Services. Regardless of Supplier's response to the Intellectual Property Claim or Bluconnection's election to terminate the Order as to any alleged infringing Good or Service, Supplier shall remain obligated to defend the Intellectual Property Claim and to pay any final judgments awarded against Supplier and/or Bluconnection based upon the Intellectual Property Claim.
8.3 No limitations. No limitations on damages or remedies set forth in the Order will apply to Supplier’s obligations to indemnify, defend and hold Bluconnection harmless against losses claimed under this Article, unless specifically determined otherwise. Supplier’s obligations under this Article shall survive the termination, cancellation or non-renewal of the Order.
9. FORCE MAJEURE
Any delay or failure of either Party to perform its obligations will be excused if and to the extent that the Party is unable to perform due to an event or occurrence beyond its reasonable control and without its fault or negligence. Supplier’s inability to perform as a result, or delays caused by, Supplier’s insolvency or lack of financial resources is deemed to be within Supplier’s control. The change in cost or availability of materials or components based on market conditions, supplier actions, or contract disputes or any labor strike or other labor disruption applicable to a Party or any of its Subcontractors or suppliers, will not excuse such Party’s performance (under theories of force majeure, commercial impracticability or otherwise), and each Party assumes these risks. As soon as possible (but no more than one full business day) after the occurrence, the affected Party will provide written notice describing such delay and assuring the other Party of the anticipated duration of the delay and the time that the delay will be cured. During a delay or failure to perform by Supplier, Bluconnection may at its option: (a) purchase Goods from other sources and reduce its orders to Supplier by such quantities, without liability to Supplier; (b) require Supplier to deliver to Bluconnection at Suppliers expense all finished goods, work in process and parts and materials produced or acquired for work under the Order; or (c) have Supplier provide Goods from other sources in quantities and at a time requested by Bluconnection and at the price set forth in the Order.
10.1 At all times while an Order is in effect, Supplier will maintain in force, and cause its Subcontractors to maintain in force, at its own expense, sufficient insurances for any damages or losses which may arise through Suppliers activities under this terms and the Order (especially public liability insurance, commercial general liability insurance, professional liability or errors and omissions liability insurance). Supplier will furnish to Bluconnection certificates of aforementioned insurance upon request.
11. INTELLECTUAL PROPERTY
11.1 Intellectual Property Representations. Supplier hereby represents and warrants to Bluconnection that it owns all rights and title in (or has obtained all rights necessary to license or otherwise furnish to Bluconnection) the Goods and Services (including software, microcode, and other intellectual property of any sort) provided to Bluconnection under an Order.
11.2 Intellectual Property Covenant. All intellectual property and other proprietary information now or hereafter owned by Bluconnection (including, but not limited to, trademarks, copyrights) and which Bluconnection has furnished to Supplier in connection with the production of the Goods or the performance of the Services under the Order (the "Bluconnection Intellectual Property") shall remain Bluconnection's exclusive property and may only be used by Supplier in the performance of its duties under the Order.
11.3 Intellectual Property Rights. Except to the extent otherwise provided in the Order:(i) All “Work Product” (as defined below) shall be the exclusive property of Bluconnection. Supplier and its Subcontractor(s) hereby assign to Bluconnection, at the time of creation, all right, title, and interest in and to Work Product, including any and all copyrights, patents, trade secrets and trademarks it may have. Supplier shall, during and after the term of the Order, assist Bluconnection in every reasonable way to secure, maintain and defend for the benefit Bluconnection all copyrights, patents, trade secrets, trademarks, or other proprietary rights in and to the Work Product, including without limitation the completion of any paperwork reasonably requested by Bluconnection. (ii) To the extent necessary for Bluconnection to operate or use the Work Product, Supplier (and to the extent necessary, its Subcontractor(s)) shall and hereby do grant to Bluconnection a royalty-free, worldwide, perpetual, irrevocable license to use, copy and distribute, and to create or develop derivatives or improvements of, any “Supplier Tools” (as defined below).
11.4 Definitions. For purposes of the Order (i) “Work Product” means everything delivered to Bluconnection or its customer or client by Supplier under the Order (other than Supplier Tools), including without limitation all notes, reports, documentation, computer programs in object code and fully-commented source code form, or other literary works, all graphical works; all inventions, formulae, designs, processes, devices and any improvements on any of them; and all derivatives of or improvements on any Supplier Tools, whether interim copies or works, works-in-progress or final versions of any such items; and any and all software, code, tools, materials, or other information developed by Supplier in performing services under the Order. (ii)“Supplier Tools” means any and all original works of authorship, inventions, designs, methodologies, processes, concepts or know-how created or owned by Supplier prior to commencing work for the benefit of Bluconnection, and identified in the Order in sufficient detail to distinguish it from Work Product developed under the Order.
11.5 Names and Trademarks. Neither party shall acquire, by reason of the Order, any rights, title or interest in or to the other party's names, trade names or trademarks.
12. TERM AND TERMINATION
12.1 Term. Except as otherwise expressly set forth in an Order, the term of the Order (the "Term") will begin on the date it is issued (the “Effective Date”) and end upon complete fulfillment and acceptance of the contractual obligations (the "Expiration Date"), unless extended or earlier terminated in accordance with this Article.
12.2 Termination for Convenience. Except as otherwise expressly set forth in an Order Bluconnection may terminate the Order at any time after the Effective Date without cause upon 15 days' prior written notice to Supplier.
12.3 Termination for Cause. Either Party (the "Non-Defaulting Party") may terminate the Order with immediate effect if the other Party (the "Defaulting Party") breaches any of its material duties or material obligations under the Order or these Terms.
12.4 Termination for Insolvency. Bluconnection may terminate the Order with immediate effect if Supplier (i) raises reasonable doubts as to its solvency, (ii) files for bankruptcy; (iii) becomes or is declared insolvent or is the subject of any proceedings related to its liquidation, insolvency or the appointment of a receiver or similar officer for it; (iv) makes an assignment for the benefit of all or substantially all of its creditors; (v) is unable to pay its debts generally as they come due; or (vi) enters into an agreement for the composition, extension or readjustment of substantially all of its obligations.
12.5 Limitation. If this Order is terminated by either party in accordance with this clause, Bluconnection shall pay Supplier for the goods and/or services performed to the termination date. In no event shall Bluconnection be liable for prospective or anticipated profits by reason of such termination
12.6 Survival of Certain Provisions. The provisions of the Order and these Terms that by their nature should survive any termination of the Order, including, but not limited to, Sections 6 through 10, will survive such termination.
13.1 Publicity. Neither Party will use the other Party’s name, trademarks or service marks or refer to the other Party directly or indirectly in any media release, public announcement or public disclosure relating to the Order or its subject matter without obtaining specific written consent from the other Party.
13.2 Notices. All consents, written notices, requests, demands, and other communications to be given or delivered under the Order will be in writing.
13.3 Compliance with Laws. Within the framework of its commercial dealings with Bluconnection, the Supplier is obliged to desist from all practices which may lead to penal liability due to fraud or embezzlement, insolvency crimes, crimes in violation of competition, guaranteeing advantages, bribery, acceptance of bribes or other corruption crimes on the part of persons employed by the Supplier or other third parties. In the event of violation of the above, Compliance has the right to immediately withdraw from or terminate all legal transactions existing with the Supplier and the right to cancel all negotiations. The above notwithstanding, the Supplier is obliged to adhere to all laws and regulations applicable to both itself and the commercial relationship with Bluconnection. The Supplier has a duty to ensure that any employees used on site at Bluconnection and/or that any employees given access to any of Bluconnection’s IT systems in connection with fulfilling the requirements of this Order must receive an admission and/or access authorization by Bluconnection. Individuals to whom Bluconnection has declared a house ban, an admission ban, and/or an access ban cannot be used by the Supplier in the fulfillment of this Order.
13.4 Assignment. The Order will be binding upon and inure to the benefit of each Party and its successors and permitted assigns, but neither the Order nor any of the rights, interests or obligations under the Order may be assigned by either Party without the prior consent of the other Party.
13.5 Modification; Waiver. Except as set forth in Article 3, an Order may be modified only by a written instrument duly executed by the Parties. No delay or omission by either Party to exercise any right or power under an Order will impair such right or power or be construed to be a waiver of the right or power. A waiver by either Party shall be made in writing and a waiver of any of the obligations to be performed by the other Party or any breach thereof will not be construed to be a waiver of any succeeding breach thereof or of any other obligation contained in the Order.
13.6 Data Protection. The Supplier represents and warrants that insofar as the same is applicable, it will comply with the Singapore Personal Data Protection Act and all directives, regulations and laws relating to the protection of data and/or personal data in force in Singapore at the commencement of these Terms or that come into force during any supply under this Order. On request, Supplier shall provide the name and contact information of it(s) contact person(s) for data protection and information security to Blueconnection.
13.7 Severability. If any term of the Order is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, the term will be deemed reformed or deleted, as the case may be, but only to the extent necessary to comply with applicable law. The remaining provisions of the Order will remain in full force and effect.
13.8 Governing Law, Jurisdiction. This Terms and the Order shall be construed in accordance with and shall be governed by the laws of the Republic of Singapore. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any Order for the purchase of Good. All issues and/or disputes arising from and in connection with these Terms or the Order or the business relationship between Bluconnection and Supplier shall be subject to the exclusive jurisdiction of the courts in Singapore, or, at Bluconnection’s choice, the jurisdiction of the courts at the location where the Supplier is seated.