1.1. In these Conditions:
a. "Buyer" means the person who accepts a quotation of the Supplier for the supply of Services, whose order Services is accepted by the Supplier or who otherwise enters into a contract for the supply of Services with the Supplier;
b. "Conditions" means the general terms and conditions set out in this document and (unless the context otherwise requires) any special terms and conditions agreed in writing between the Buyer and the Supplier;
c. “Confidential Information” means any and all non-public information of or relating to the Buyer/Supplier, the Buyer/Supplier’s business, and information relating to the Services ren-dered, including but not limited to documents produced or distributed in the course of the Ser-vices, market studies, company addresses and company profiles, presentations as well as participant lists and information. Confidential Information shall also mean any and all infor-mation disclosed by the one party to the other which is in writing or other tangible form and clearly marked as proprietary or confidential at the time of disclosure or which is not in tangi-ble form but is identified by the disclosing party as proprietary or confidential at the time of disclosure,
d. "Contract" means the contract for the supply of Services, howsoever formed or concluded, whether pursuant to a written order of the Buyer or a quotation/offer of the Supplier or other-wise, to which these Conditions apply;
e. “Intellectual Property” means all copyright, patent, registered design, design right, trade mark, application to register any of the aforesaid rights, trade secret, right in unpatented know-how, right of confidence and any other intellectual or industrial property right of any nature whatsoever in any part of the world used in relation to the Services or produced in the course of the provision of Services.
f. "Services" means the services (including any part thereof) which the Supplier is to supply in accordance with a Contract, including but not limited to event organisation services, seminars, meetings, information and consultancy services, market analysis and research services, net-working services, support in human-resource activities, organisation of delegations and con-ferences.
g. "Supplier" means the Singapore-German Chamber of Industry and Commerce of 25 Interna-tional Business Park, #03-105, German Centre, Singapore 609916.
h. “Third Party Suppliers” means parties other than the Supplier and/or Buyer, who may supply services and/or products as part of the Services, including but not limited to catering services, communication/marketing companies, consultants, advisors (including legal and tax advisors), speakers, photographers.
i. "Writing" includes email facsimile transmission and any comparable means of communication.
1.2. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time
1.3. The headings in these Conditions are for convenience only and shall not affect their interpretation
2. Basis of the Contract
2.1. The supply of Services by the Supplier to the Buyer under any Contract shall be subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions con-tained or referred to in any documentation submitted by the Buyer or in correspondence or else-where or implied by trade custom practice or course of dealing.
2.2. Any information made available in connection with any offer for the supply of Services is not binding unless expressly designated as binding by the Supplier in writing. In entering into the Contract the Buyer acknowledges that it does not rely on and waives any claim based on any such representa-tions or information not so confirmed.
2.3. Any advice or recommendation given by the Supplier or its employees or agents to the Buyer or its employees or agents which is not confirmed in writing by the Supplier is followed or acted upon en-tirely at the Buyer's own risk and accordingly the Supplier shall not be liable for any such advice or recommendation which is not so confirmed.
2.4. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Supplier.
2.5. Any typographical clerical or other error or omission in any literature quotation price list acceptance of offer invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
3. Orders and specifications
3.1. No order submitted by the Buyer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier's authorised representative.
3.2. The Buyer shall be responsible to the Supplier for ensuring the accuracy of the terms of any order submitted by the Buyer and for giving the Supplier any necessary information relating to the Services required within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms.
3.3. The description of the Services shall be those set out in the Supplier's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Supplier) or as otherwise set out in any Contractual documentation.
3.4. The Supplier reserves the right to make any changes in the scope or type of Services which are re-quired to conform with any applicable statutory or regulatory requirements or where the such chang-es which do not materially affect the quality of the benefits to be derived from the Services.
3.5. No concluded Contract may be modified or cancelled by the Buyer except with the agreement in writing of the Supplier on such terms and conditions as may be mutually agreed upon.
4.1. The price of the Services shall be the price stated in the Supplier’s offer which has been accepted by the Buyer or the price stated in the Buyer’s offer which has been accepted by the Supplier, or where the price has not been explicitly mentioned, the price listed in the Supplier's published price list cur-rent at the date of conclusion of the Contract.
4.2. The Supplier reserves the right by giving notice to the Buyer at any time before delivery/performance to increase the price of the Services in case of:
a. any increase in the cost to the Supplier (such as without limitation any foreign exchange fluc-tuation currency regulation and increase in the costs of Third Party Suppliers, labour, materi-als or other costs.);
b. any change in performance dates and/or scope of Services which is requested by the Buyer; or
c. any delay caused by any instructions of the Buyer or failure of the Buyer to give the Supplier adequate information or instructions.
4.3. Unless otherwise agreed in writing between the Buyer and the Supplier, prices for Services are ex-clusive of any disbursement and out-of-pocket expenses, including but not limited to catering, Third Party Supplier expenses and travel expenses incurred in connection with a Contract The Supplier shall be entitled to receive reimbursement for all such costs incurred and to invoice the Buyer for the same.
4.4. The price is exclusive of any applicable goods and services tax, value added tax or similar tax which the Buyer shall be additionally liable to pay to the Supplier. The Supplier shall be entitled to receive the price net of all bank charges, taxes and similar expenses.
5. Terms of payment
5.1. If no other specific terms have been agreed in writing between the Buyer and the Supplier, the Sup-plier shall be entitled to receive payment for the Services rendered in advance of the performance of the same.
5.2. All invoices issued by the Supplier are to be paid on or before the expiry of (14) days from the date of the relevant invoice. The time of payment of the price shall be of the essence of the Contract Payment must be made in the currency stipulated in the invoice and without any deduction or set-off, except for any claim, which has been either acknowledged and accepted by the Supplier in writing or confirmed by a court by final judgement.
5.3. If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Supplier the Supplier shall be entitled to cancel the Contract or suspend fur-ther performance of the Services and/or charge the Buyer interest (both before and after any judge-ment) on the amount unpaid at the rate of five per cent (5.0%) per month until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest). In the event that the Supplier has to enforce its rights against the Buyer for non-payment, the Buyer shall indemnify the Supplier against all costs, fees, and other costs (including all administrative costs and solicitors’ costs on an indemnity basis) arising as a result of the Buyer’s non-payment and the Sup-plier’s enforcement.
6.1. The Supplier has the right at any time to sub-contract all or any of its obligations for the supply of the Services to any other party as it may from time to time decide without giving notice of the same to the Buyer. Insofar as Third Party Suppliers are appointed for the performance of the Services, the Supplier shall select all Third Party Suppliers with reasonable care. However, the Buyer agrees that Third Party Suppliers are outside of the Supplier’s direct control and that the Supplier cannot be held responsible for any act or omissions by Third Party Suppliers. In particular,
a. The Supplier assumes no responsibility for and will not be liable for any financial loss, ex-pense, personal injury, property loss or damage, other loss, accident, delay, inconvenience, or irregularity that the Buyer may suffer by reason of any act, inaction, error, omission, neglect, default, non-performance, irregularity or wrongful misconduct, of any Third Party Supplier, any such Supplier’s employee, or any other third party.
b. The Supplier maintains no control over the personnel, equipment or operations of any Third Party Supplier or over the personal belongings of any Buyer, even if these were left at the Supplier’s premises.
6.2. Any dates quoted for the performance of the Services are approximate only. Unless previously agreed by the Supplier in writing, the time for performance shall not be of the essence, and the Sup-plier shall not be liable for any delay in performance howsoever caused. Where time of performance has been agreed by the Supplier to be of the essence of the Contract, and the Supplier fails to com-ply with its obligations in due time, the Buyer shall be entitled to compensation for actual loss and expense sustained as a result of the Supplier’s delay in performance, which was foreseeable at the time of conclusion of the Contract and resulting from the usual course of events, subject always to the limitations set out in in Condition 6.1.
6.3. If the Supplier has failed to perform the Services in accordance with the Contract, the Buyer shall be entitled, by serving written notice on the Supplier, to demand performance within a specified time thereafter, and if the Supplier fails to do so within the specified time, the Buyer shall be entitled to terminate the Contract in respect of the unperformed Services and claim compensation for actual loss and expense sustained as a result of the Supplier’s non-performance, which was foreseeable at the time of conclusion of the Contract and resulting from the usual course of events, subject always to the limitations set out in Condition 6.1.
6.4. If the Supplier, being ready willing and able to perform the Services, is prevented by the Buyer from doing so, then the Supplier shall be entitled to declare itself released from the performance of such Services, by notice in writing to the Buyer, and to claim compensation for all loss (including loss of profit) costs (including the cost of all labour and materials used) damages charges and expenses in-curred by the Supplier up to the time of the giving of such notice.
7. Warranties and remedies
7.1. Subject as expressly provided in these Conditions all other warranties conditions or terms, including those implied by statute or common law, are excluded to the fullest extent permitted by law.
7.2. Subject to Condition 6.1, the Supplier warrants that the Services will be provided using reasonable care and skill. The Buyer agrees and acknowledges that
a. Supplier does not give any legal, tax or business advice and any information given in this regard is to be taken as general information only. The Buyer is obliged to seek detailed in-formation from relevant professionals in this regard.
b. Insofar as the Services include the organisation of any conferences, delegation trips, semi-nars or the like, the Supplier does not guarantee the attendance of any participant or any specific number of participants. The Supplier shall be entitled to modify such events planned to suit the number of participants (including change of venue).
c. Insofar as the Services include the organisation of any conferences, delegation trips, semi-nars or the like, the Supplier may also change details of the programme, of schedules and of the content insofar as these are do not unreasonably change the aim and purpose of the same in a significant manner.
7.3. Any claim by the Buyer that Services have not been undertaken or completed in accordance with the Contract, shall be notified to the Supplier in writing within seven days after performance of the Ser-vices was completed. If the Buyer does not give due notification to the Supplier as aforesaid, the Supplier shall have no further liability to the Buyer.
7.4. Where any valid claim in respect of improperly performed Services has been notified to the Supplier, the Supplier shall, at its absolute discretion, either
a. repeat, rectify or remedy the Services at the Supplier's risk and expense within a reasonable time. Where the Services have not been so re-performed within a reasonable time, despite a written warning from the Buyer, the Buyer shall be entitled to claim compensation for actual loss and expense sustained as a result of the Supplier’s non-performance, which was fore-seeable at the time of conclusion of the Contract and resulting from the usual course of events,.
b. reimburse the Buyer a reasonable proportion of the Contract price.
up to a maximum cumulative amount of 5 % of the value of the unperformed Services
8. Intellectual Property Rights
The Buyer understands and acknowledges that the Supplier provides Services to many customers and that the materials prepared for the Buyer in connection with a Contract may include previously used or new materials, themes, text, illustrations, photos, ideas, concepts, methods, designs, or oth-er content or material. All Intellectual Property shall remain the absolute property of the Supplier and the Supplier’s ownership shall not be effected by any contribution and/or payment towards the costs of same by the Buyer whether in full or in part.
Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
10. Confidential Information
Each of the parties hereto undertakes to the other to keep all Confidential Information (written or oral) confidential and to take all such steps as shall be necessary from time to time to ensure com-pliance with the provisions of this condition by its employees. The Buyer shall not disclose or repro-duce any Confidential Information or make Confidential Information available to any third party.
11.1. The Supplier shall accept liability to the Buyer for death or injury resulting from its own or that of its employees' negligence. Save as aforesaid, the Supplier’s liability under or in connection with the Contract shall be subject to the limitations set out in this Condition 11.
11.2. The Supplier shall be under no liability whatsoever where this arises from a reason beyond its rea-sonable control or from an act or default of the Buyer.
11.3. In no event shall the Supplier be liable for loss of profit or goodwill, loss of production or revenue or any type of special indirect or consequential loss whatsoever (including loss or damage suffered by the Buyer as a result of an action brought by a third party) even if such loss were reasonably fore-seeable or the Supplier had been advised of the possibility of the Buyer incurring the same.
11.4. The remedies set out in Condition 7.4 are the Buyer’s sole and exclusive remedies for defects in the Services.
11.5. Without prejudice to the sub-limits of liability contained in these Conditions, the Supplier’s maximum and cumulative total liability (including any liability for acts and omissions of its employees agents and sub-contractors) in respect of any and all claims for defective performance, breach of contract, compensation, indemnity, tort, misrepresentation, negligence at law or equity and any other damag-es or losses which may arise in connection with its performance or non-performance under the Con-tract, shall not exceed 5% of the total Contract price.
11.6. If a number of events give rise substantially to the same loss they shall be regarded as giving rise to only one claim under these Conditions.
11.7. The Buyer shall indemnify, defend and hold the Supplier harmless against all or any liability, claim, expenses including court costs and fees of solicitors (on a full indemnity basis) or loss or damage sustained by Supplier as a result of any default or negligent act or omission of the Buyer, or its sub-contractors, servants or agents.
12.1. On or at any time after the occurrence of any of the events in condition 15.2 the Supplier suspend performance of the Services and/or terminate the Contract with the Buyer with immediate effect by written notice to the Buyer
12.2. The events are:
a. the Buyer being in breach of an obligation under the Contract;
b. the Buyer passing a resolution for its winding up or a court of competent jurisdiction making an order for the Buyer’s winding up or dissolution;
c. the making of an administration order in relation to the Buyer or the appointment of a receiver over or an encumbrancer taking possession of or selling any of the Buyer’s assets;
d. the Buyer making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors.
13. Personal Data
13.1. The Buyer shall ensure that all information collected in the course of the Services are collected and used in accordance with these Conditions and all applicable laws.
13.2. By engaging the Supplier to perform the Services, the Buyer agrees to take part in any and all mar-keting, promotional, publicity exercise as may be conducted by the Supplier arising or with respect to the Services and the Buyer irrevocably and unconditionally grants to the Supplier all consents and waivers necessary for the Supplier to record and use the Buyer(s)' performance, appearance, like-ness and/or particulars as the case may be, in any manner whatsoever and in any part of the world as the Supplier shall in its sole discretion deem fit. The Buyer acknowledges that the Supplier shall be at liberty to publish and otherwise use any recordings made by the Supplier, including without lim-itation audio recordings, visual recordings and photographs (if any), for the promotion and publicity of its Services. The participant hereby expressly waives any and all rights which the Buyer may ac-quire or have under the provisions of the Copyright Act of the Republic of Singapore (and any sub-sequent enactment or amendments thereto) and any other moral rights which the participant(s) may have or be entitled under any such legislation now existing or in the future enacted in any part of the world.
13.3. Insofar as the Buyer is a corporate body, the Buyer shall be obliged to procure all consents and rights detailed in Clause 13.2, from all employees, agents and other persons involved in or partici-pating in the Services.
14.1. No waiver by the Supplier of any breach of the Contract by the Buyer shall be considered as a waiv-er of any subsequent breach of the same or any other provision.
14.2. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
14.3. No person who is not a party to this Contract (including any employee officer agent representative or sub-contractor of either party) shall have any right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any terms of this Contract which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties, which agreement must refer to this Condition 14.3.
14.4. The Contract shall be governed by the laws of Singapore.
14.5. Any dispute arising out of or in connection with any Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of a single arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English. The award of the arbitrator shall be final and binding upon the parties.
Singaporean-German Chamber of Industry and Commerce (SGC) 2015