Terms and Conditions for Suppliers

Unless the Purchase Order (“Order”) is issued pursuant to an executed procurement agreement between Meiban Group Pte Ltd or any of its subsidiaries (thereafter known as “Meiban”) and the identified as seller (“Seller”), the Order and any attachments are the sole agreement between Meiban and the Seller with respect to the goods and/or services specified herein. No waiver of a term or condition of the Order shall be binding on either party unless in writing and signed by authorized representative of each party.

1. Acceptance
Seller’s commencement of performance or written acceptance of the Order in any manner shall be conclusive evidence as Seller’s acceptance to the terms and conditions of the Order. The Order may be revoked at any time prior to Meiban’s receipt of written acceptance by Seller.

2. Delivery
Time is of essence in the Order. Delivery of the goods shall be made pursuant to the schedule specified in this Order, via the carrier and to the place specified hereof unless changed by written instructions from Meiban prior to shipment. Seller shall inform and give Meiban prompt notice of any prospective failure to ship goods or provide services on the delivery date specified by Meiban.

3. Inspection
Meiban shall have 30 days from the date of receipt of the goods for inspection and acceptance testing.

4. Title and Risk
Title and Risk to the Goods shall follow Incoterms 2010. Supplier shall bear the Risk and insure the Goods accordingly and Risk in the Goods shall remain with the Suppler until completion of delivery.

5. Variation and Cancellation of Order
Meiban may at any time cancel or amend the Order by notifying the Seller in writing. In circumstances where Meiban has informed the Seller in writing to delay the fulfillment of Goods and/or Services specified in the order, the Seller should use its best endeavours to accommodate Meiban’s requests. Subject to the Seller using its best endeavours to mitigate its cost, Meiban shall reimburse the Seller in performing all reasonable non-recoverable direct cost incurred by the Seller in its fulfillment of this Order.

6. Price and Payment
The price paid by Meiban for the Goods and/or Service shall be that stated on the Order. Payment terms shall be 60 days and shall commence from the last day of the month in which the Goods or Services are received. If the Seller ships the Goods in installments and such installments are not specified in the Order, payment will be made following receipt of the final installment. Payment by Meiban shall be without prejudice to any claims or rights which Meiban may have against the Seller and shall not constitute any admission of Seller’s performance of its contractual obligations. All invoices must include Meiban’s Order number, job number and part number.

7. Warranties
Seller warrants to Meiban and its customers that the Goods shall be free of liens, new and unused, and perform in accordance with their published specifications and be free from defects in materials, workmanship and design. The warranties shall apply for a period which matches those that Meiban has given to its customers, notwithstanding that the Goods supplied by the Seller may be incorporated into other products. Please check with the personnel named on the Order on the warranty period which Meiban gives to its customers.

8. Indemnifications
Seller agrees to indemnify, defend and hold Meiban and its customers harmless from all costs, losses, penalties fines, liabilities and damages arising from third-party claims alleging in:
(a) infringement by the Goods of intellectual property or proprietary rights,
(b) personal injury or property damage caused by the Goods
(c) defects in the Goods which amount to a breach of Sellers warranties mentioned in section 7.

9. Non-compliances of Goods and Service
Any goods or services that are not in conformity with the requirements of the Order, may be returned at Meiban’s option at Seller’s risk and expense. Meiban may procure similar goods or services in substitution for the non-complying Goods or Services and the Seller shall refund the cost of the non-complying goods and Service and reimburse Meiban upon demand for all additional cost incurred by Meiban.

10. Default
If the Seller fails to perform or breaches any provision of the Order, or any agreement with Meiban, Meiban may terminate the whole or any part of the Order, unless the Seller cures the breach within 10 working days after receipt of Meiban’s notice of breach.

11. Compliance with Law
Seller shall comply with all applicable law concerning the manufacture and distribution of the Goods, including without limitation environmental laws, export laws and any applicable laws governed by the law of the country in which the Order was issued.
The terms in the Order shall be in all respects by governed by the law of the country in which the Order was issued and shall be subject to the exclusive jurisdiction of the courts of that country, provided Meiban may, at its discretion, bring proceedings against the Seller in the jurisdiction in which the Seller resides, carries on business or was incorporated.

12. Rights to Assign Contracts
The Seller may not assign or sub-contract any of its rights or obligations under the Order without Meiban’s prior consent. Any subcontracting shall be on the terms consistent with the Order and shall be for the benefit of and enforceable by Meiban and Seller shall remain liable for the subcontractor’s acts and omissions and the Order’s complete performance.

13. Confidentiality
The Seller needs to sign a Non-Disclosure Agreement (NDA) and shall not disclose any details in relation to the Order, or any agreement with Meiban to third parties, without prior consent from Meiban.

14. Prohibitions
The Seller shall not use Meiban’s trademarks or any other form of intellectual property rights belonging to Meiban in any manner, including promotional and advertising materials, without Meiban’s prior consent.