2. ELECTRONIC TRANSACTIONS: 

A. Where Seller accepts a Purchase Order via the use of an Electronic Data Interchange (“EDI”) system to facilitate purchase and sale transactions, Seller shall be deemed to have agreed: 

(i) That it shall not contest (a) the enforceability or validity of any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (b) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. Seller further agrees that the authenticity and accuracy of such EDI records are not disputed;

(ii) That it shall use proper security procedures to protect its EDI records from improper access; and

(iii) That the records maintained by Buyer regarding EDI purchase orders issued by Buyer shall be controlling. 

B. If Seller and Buyer have mutually agreed to an Automated Clearing House to facilitate purchase and sale transactions, the payment term in the Purchase Order shall be extended by five (5) days. 

 3. PRICE: Buyer’s order shall be filled at the price specified on the Purchase Order, or at any lower price (“PO Price”). If no price is specified, the order shall be filled at the lowest of (a) the price last quoted by Seller, (b) the price last paid by Buyer to Seller, or (c) [the prevailing market price], unless a higher price is approved in writing by an authorized representative of Buyer’s procurement department (“Alternative Price”). The PO Price and Alternative Price is exclusive of any applicable Goods and Services Tax. The Seller’s invoice must be presented to the Buyer within 6 months of the delivery of the Goods or the completion of the Services (as the case may be), failing which the Seller shall be deemed to have waived all its rights to receive the PO Price or any payment whatsoever.

4. MODIFICATION: Modification, rescission, or amendment of Buyer’s order or the contract of sale resulting from its acceptance shall be ineffective unless approved in writing by an authorized representative of each party.

5. INSPECTION: All Goods furnished pursuant to Buyer’s order shall be subject to Buyer’s inspection and approval, notwithstanding prior receipt and payment, and, if unsatisfactory, may be returned, transportation both ways at Seller’s expense.

6. CHARGES: Seller shall box, crate, or package as necessary for shipment without charge unless otherwise specified in the applicable Purchase Order.

 7. TERMINATION: Notwithstanding anything to the contrary in these Terms, Buyer shall have the right at its absolute discretion, one (1) day following Buyer’s written notice to Seller, to cancel, in whole or part, Buyer’s Purchase Order or any contract resulting from its acceptance. In the event of such cancellation, Buyer shall have no obligation to Seller except the obligation to pay all costs actually incurred by Seller prior to the date of termination, provided, however, that in no event shall Buyer be obligated to pay an amount in excess of the amount set out in Buyer’s order for the Goods and/or Services, and advance payments will be refunded accordingly. If Buyer’s order or any resulting contract is cancelled as a result of the default of Seller, Buyer shall have no obligation to reimburse Seller for any costs incurred, Goods delivered and/or Services performed by Seller pursuant to Buyer’s order or any resulting contract.

8. GENERAL REPRESENTATIONS AND WARRANTIES: Seller represents and warrants that all Goods and/or Services supplied under Buyer’s Purchase Order have been produced, sold, delivered, and/or furnished in strict compliance with all applicable laws, rules, regulations, or orders issued by any statutory or regulatory body (“Applicable Laws”), including but not limited to those pertaining to employment in the production of and/or sale of the Goods and/or Services. Seller shall execute and deliver such documents as may be required by any Applicable Laws to effect compliance. Seller shall also deliver to Buyer such documents as Buyer requests as evidence of compliance. All Applicable Laws required in agreements of this character are hereby incorporated by this reference. Seller shall defend and hold Buyer harmless from any action which may be instituted against Buyer or any liability which may be imposed or threatened against Buyer as a result of Seller’s failure to so comply with any Applicable Laws. Without limiting the generality of the foregoing, Seller represents and warrants that: 

A. The price of any Goods and/or Services supplied under Buyer’s order does not violate any provision of the Competition Act (Cap. 50B), as amended;

B. No Goods and/or Services supplied under Buyer’s order, including work product resulting from Seller’s performance of any Buyer order (“Work Product”), infringes the claim of any trademark, copyright, patent, or other proprietary right of a third party; however, Seller does not warrant against infringement to the extent caused by the use of the Goods and/or Services in combination with other material except that if Seller has knowledge of such intended combination, Seller warrants, to its best knowledge, no third party rights will be infringed by such use;

C. All Goods and/or Services supplied under Buyer’s Purchase Order shall be shipped in full compliance with packaging, labeling, shipping, and documentation requirements, including requirements concerning hazardous materials, substances, and waste of all Applicable Laws, and all hazardous materials, substances, and waste shall be packaged, marked, and labelled in accordance with the Applicable Laws, including but not limited to the Applicable Laws administered, adopted and/or issued by the National Environmental Agency, the International Civil Aviation Organization, and the International Maritime Organization; and

D. Without limiting Seller’s liability to Buyer or third parties hereunder, Seller shall maintain Commercial General Liability Insurance to include contractual and products/completed operations coverage to meet its indemnification obligations under this Purchase Order or loss as required by any Applicable Laws. All such insurance shall be primary and not contributory with regard to any other available insurance to Buyer. Seller represents and warrants that it shall promptly file all claims made under this Purchase Order with its insurance carriers, Seller agrees to defend, indemnify, and hold harmless Buyer against all liability, costs, expenses (including attorney fees), damages and judgments occasioned by or resulting from breach of any of the foregoing warranties.Seller warrants that all of the Goods furnished under a Purchase Order are free and clear of all liens and encumbrances whatsoever and that Seller has a good and marketable title to same and Seller agrees to hold Buyer free from defects in materials and workmanship will conform to applicable specifications, drawings, samples or other descriptions given, and shall be free from defect. The aforesaid express warranty shall be in addition to any standard warranty or service guarantee given to Buyer by Seller. All warranties shall be construed as conditions as well as warranties and shall not be deemed to be exclusive. Seller represents and warrants that it will comply, at all times, with Buyer’s Supplier Code of Conduct.

 9. SECURITY: Seller shall observe all facilities access, safety, and security measures required by Buyer. Seller shall ensure that its employees follow Buyer’s policies while at any Buyer site or any third-party site designed by Buyer.

10. NONDISCLOSURE: Except to the extent provided in Section 12, neither party shall disclose any information pertaining to any transactions between the parties, including, but not limited to, Purchase Order(s), or the contract of sale resulting from the acceptance of Purchase Order(s), including its existence, without the prior written consent of the other party.

11. CONFIDENTIALITY: Each party shall preserve as confidential all, and shall not disclose any, proprietary or confidential information of the other party (including information of a third party which a party is under an obligation to maintain in confidence) to which each party may have access as a result of these Terms, the Buyer’s order, the contract of sale resulting from its acceptance or the presence of a party’s employees at the other party’s site. This confidentiality obligation shall apply to all such proprietary or confidential information of each party, whether in its original form or a derivative form, including Work Product. Neither party shall take photographs of any portion of any work performed pursuant to any order or duplicate any drawings or specifications without the prior approval of the other party. Nothing herein shall prevent the communication to others of any proprietary or confidential information which the receiving party can show was known to it or its representatives prior to its receipt from the disclosing party hereunder, was lawfully obtained by the receiving party or its representatives other than by disclosure from the disclosing party, or became public knowledge through no fault of the receiving party. 

 12. PUBLICITY: Neither party may advertise or promote using the name or description of the other party (including, but not limited to, disclosing the existence of these Terms), without in each instance the express written consent of the other party, except as required by any Applicable Law. If required by any Applicable Law, the party seeking to disclose shall provide copies of the disclosure for the prior review and comment by the other party’s external corporate communications (public relations) department, which shall have a minimum of five (5) business days to review the materials. The 3Si logo may not be used under any circumstance. 

13. ASSIGNMENT: Except as otherwise provided herein, neither party shall in any manner delegate its duty of performance or assign its rights or obligations herein, under Buyer’s order or the contract of sale resulting from its acceptance without the other party’s prior written consent. Any attempted assignment in violation of the preceding sentence shall be of no force or effect.

14. GOVERNMENT AGENCY INSPECTION: Seller acknowledges that certain material(s) purchased hereunder may be incorporated into products which will be purchased by an agency or branch of the government of Singapore. In the event the government of Singapore requests an inspection by its agencies, of the manufacturing facilities and records relative to the materials purchased hereunder, Seller hereby agrees that such inspection shall be permitted, and Seller shall immediately notify Buyer when it learns such an inspection is scheduled or is occurring.

15. GOVERNING LAW: Buyer’s order and any agreement of sale resulting from its acceptance shall be governed by and construed according to the laws of Singapore. 

16. LICENSE: Seller hereby grants to Buyer, and Buyer hereby accepts, on the following terms and conditions, a nonexclusive and non-transferable, fully paid-up irrevocable, world-wide, perpetual license (unless otherwise specified in the Purchase Order) to use the software for the number of users or copies of the software provided on the Purchase Order (the “License”). Seller and Buyer expressly agree that any software shrink-wrap and click-through software licensing agreements shall not apply to any software purchased under the Purchase Order unless the Buyer expressly agrees in writing to such shrink-wrap or click-through software licensing agreement.

If this order involves software, the following terms shall apply in addition to any applicable terms set out above:

17. USE OF SOFTWARE AND DOCUMENTATION.

A. Buyer may, as part of the License, make additional copies of the software and documentation to support the licensed software and documentation. Buyer may also make one (1) backup and archival copies of the software and documentation. Unless otherwise provided on the Purchase Order, Buyer shall have the right to use the software on, or in connection with, any CPU that it utilized to fulfill its data processing needs. Buyer reserves the right to use the software at one or more sites, and to transfer such software, upon the prior written consent of Seller, which shall not be unreasonably withheld.

B. Buyer, its agents, contractors, assignees and employees shall have the right to use the software and to operate and use the software within the scope of the License for Buyer’s internal business purposes only.

C. The License granted pursuant to Section 16 above or the Purchase Order shall commence upon execution of the Purchase Order. 

18. SOFTWARE REPRESENTATIONS AND WARRANTIES:

A. Seller represents and warrants that at delivery and for no less than ninety (90) days following receipt of the software (or any update thereto) by Buyer (the “Warranty Period”) the software shall conform to and will operate in accordance with the Purchase Order and all documentation and specifications supplied by Seller to Buyer. Seller shall not be responsible to the extent failures are caused by (a) Buyer’s failure to use the software in accordance with instructions included in the documentation provided to Buyer by Seller, or (b) the modification of the software by any person other than Seller, its employees, agents, affiliates or subcontractors (unless such modification was authorized or approved by any of the foregoing).

B. Seller represents and warrants that it shall at all times document the operation of the software in a manner consistent with the best practices of the software development industry, and shall use reasonable effort to ensure that such documentation shall accurately reflect the operation of the software and enable a person reasonably skilled in computer programming and in possession of the software source code to use and maintain the software fully and completely.

C. Seller will pass through or assign to Buyer any third party’s warranty obtained by Seller in connection with any software or other product provided to Buyer. Notice regarding warranty claims raised by Buyer due to defects and/or nonconformities in the software or other product or in the operation of the software or other product shall be given to Seller, and upon receipt of such a notice, Seller shall take all reasonable steps necessary to effect prompt repair of the software or other product.

D. If the Buyer elects to obtain maintenance services from Seller, the maintenance services agreement shall become effective at the end of the Warranty Period of the relevant software, and shall automatically be renewed annually unless otherwise terminated by Buyer, provided Seller notifies Buyer in writing thirty (30) days in advance of such renewal date. Notwithstanding the foregoing, Buyer’s failure to install or utilize any improvements, enhancement or newly released versions of the relevant software shall have no effect on Seller’s provision of maintenance services. Seller represents and warrants that maintenance services for the current version and the two immediately preceding versions of any relevant software shall always be available from Seller, and maintenance services for any other prior versions of the relevant software shall be available for a minimum of two (2) years from the date such software was purchased by Buyer or, in the case of new versions provided under maintenance, for at least two (2) years from the date that Buyer received such new version. Seller shall provide to Buyer as part of maintenance services, updates and upgrades to the relevant software at no additional cost to Buyer. To the extent that any provisions in any maintenance services agreement (or any other similar agreement) entered into between Buyer and Seller conflict with the provisions contained in these Terms, these Terms shall prevail.

E. Seller represents and warrants that the occurrence in or use by any software supplied by Seller of any dates will not adversely affect its performance with respect to date-dependent data, computations, output, or other functions (including, without limitation, calculating, comparing, and sequencing). At Buyer’s request, Seller will provide sufficient evidence to demonstrate the adequate testing of the software to meet the foregoing requirements.

F. Seller represents and warrants (i) unless authorized in writing by Buyer or (ii) necessary to perform valid duties under the software documentation, any software provided to Buyer by Seller for use by Seller or Buyer shall: (a) contain no hidden files, (b) not replicate, transmit or activate itself without control of a person operating computing equipment on which it resides; (c) not alter, damage, or erase any data or computer programs without control of a person operating the computing equipment on which it resides; and (d) contain no key, node lock, time-out or other function, whether implemented by electronic, mechanical or other means, which restricts or may restrict use or access to any programs or data developed under a Purchase Order, based on residency on a specific hardware configuration, frequency of duration of use, or other limiting criteria (“Illicit Code”). Provided and to the extent any program has any of the foregoing attributes, and notwithstanding anything elsewhere in this Purchase Order to the contrary, Seller shall be in default of this Purchase Order. 

G. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE SOFTWARE IS LICENSED “AS IS”, AND SELLER DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDNG, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EACH PARTY’S CUMULATIVE LIABILITY TO THE OTHER PARTY OR ANY OTHER THIRD PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO SECTIONS 16-18 OF THIS AGREEMENT SHALL NOT EXCEED THE FEE PAID TO SELLER FOR THE USE OF THE SOFTWARE OR OTHER APPLICABLE PRODUCT (AS PER THE PURCHASE ORDER). IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PURSUANT TO SECTIONS 16-18 FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER THIS LIMITATION OF LIABILITY CLAUSE NOR ANY OTHER PROVISION THAT LIMITS SELLER’S OBLIGATIONS HEREUNDER SHALL BE APPLICABLE TO ANY CLAIM ASSERTED BY ANYONE OTHER THAN BUYER. BUYER RESERVES ALL RIGHTS IT MAY HAVE AGAINST SELLER IN THE EVENT OF ANY CLAIMS BROUGHT BY A PERSON OR ENTITY OTHERS THAN BUYER. 

 19. LICENSE TERMINATION.

A. In the event of a material breach by Buyer of any of its obligations under the applicable Purchase Order, Seller may terminate the Licenses subject to such material breach, upon thirty (30) days advance written notice to Buyer, provided that Buyer has not cured the breach within such notice period. Thirty (30) days after termination of this Purchase Order pursuant to this Section 19(A), Buyer shall discontinue further use of terminated Licenses. Buyer shall provide Seller with written certification indicating the destruction of such copies of the software in Buyer’s possession or under its custody or control.

B. In the event of a breach by Seller of any of its representations, warranties or obligations under the applicable Purchase Order, these Terms or the maintenance agreement, Buyer may terminate either the License, as well as any associated maintenance services, or the maintenance services (if any) alone, upon thirty (30) days notice to Seller, provided that Seller has not cured the breach within such notice period:

 (i) If Buyer terminates the License and the maintenance services based on such breach, Seller shall refund on a pro-rata basis any and all amounts paid hereunder by Buyer for the License fee as well as the maintenance services. Thirty (30) days after termination of the Purchase Order pursuant to this Section 19(B)(i), Buyer shall discontinue further use of such licenses. Buyer shall provide Seller with written certification indicating the destruction of such copies of the software in Buyer’s possession or under its custody or control.

(ii) If Buyer terminates only the maintenance services, Seller shall refund on a pro-rata basis any and all amount paid hereunder by Buyer for maintenance services. Buyer shall retain all of its rights under the License.

C. The other provisions of the Purchase Order and these Terms shall survive termination of any License. 

20. NON-APPLICABILITY OF CERTAIN CONVENTIONS: Seller and Buyer hereby acknowledge and agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) shall not be applicable to this Purchase Order. Furthermore, both Seller and Buyer waive any and all rights arising from the CISG.

21. LABOR FURNISHED BY SELLER: Seller acknowledges and agrees that in performing Services, Seller will be acting solely as an independent contractor, and neither Seller nor any of its employees, associated consultants, subcontractors or employees of such consultants or subcontractors shall be deemed to be employees or agents of Buyer for any purpose. Subject to Section 22 below, all persons employed by Seller in the performance of the Services are employees of Seller. Seller shall carry such employees on the payrolls of Seller and make all required payments under all Applicable Laws relating to such persons’ employment (including but not limited to contributions under the Central Provident Fund Act (Cap. 36).

22. SUBCONTRACTORS: Seller shall not use any subcontractor without obtaining Buyer’s written approval in advance. Subject to the foregoing, if Seller should use a subcontractor, Seller shall be fully responsible for Services performed by the subcontractor to the same extent as if the Services were performed directly by Seller. If seller is acting as a subcontractor for the buyer to perform any assigned task on the site assigned by buyer to the seller, seller, upon acceptance of the PO, expressly agree to below terms.

23. VERIFICATION AND ACCEPTANCE OF SERVICES: Seller shall document each maintenance call with a work ticket, which shall be signed by Buyer’s representative and submitted with Seller’s invoice. Each deliverable under the Purchase Order shall be subject to acceptance testing by Buyer to verify that the deliverable satisfies all requirements of the deliverable conveyed by Buyer to Seller. If Buyer discovers a non-conformity within ninety (90) days following delivery of a deliverable and Buyer notifies Seller of the non-conformity, Seller shall either correct the non-conformity at no additional charge in a timely, professional manner, or, at Buyer’s sole discretion, refund monies paid by Buyer for the Services attributable to or affected by the non-conforming deliverable.

 24. LIABILITY INSURANCE: If Seller will perform Services on Buyer’s property, Seller shall maintain in force during the performance of such Services liability insurance for not less than the following limits of liability:

            Worker’s Compensation – as required under Applicable Law

            General Liability –       Bodily Injury or Property Damage (per occurrence) – [S]$2,000,000

            Bodily Injury or Property Damage (in aggregate) – [S]$10,000,000

            Professional Liability – [S]$1,000,000

25. INDEMNIFICATION: Seller agrees to defend, indemnify, and hold harmless Buyer, its directors, officers, agents, and employees from and against any and all claims, demands, losses, and expenses, including attorney fees and costs and expert witness fees and costs, arising out of suits, claims and demands by reason of injury or death of any person(s) or damage to any property to the extent attributable to the acts, errors, or omissions of Seller, its subcontractors, and their officers, agents or employees. Seller shall have no liability to Buyer to the extent such claims or losses are due to the gross negligence or willful misconduct of Buyer, its employees or agents. 

If this Purchase Order involves performance by Seller of installation, maintenance or other Services, the following terms shall apply in addition to any applicable terms set to. 

26. LIENS: Seller agrees and warrants that no mechanics/technicians/engineers liens shall attach to Buyer’s property by virtue of Seller’s default in paying its employees, suppliers or subcontractors.

27. OWNERSHIP OF MATERIALS: Buyer acknowledges that the Services provided by Seller herein are proprietary to Seller. All rights to such Services not granted to Buyer hereunder are expressly reserved to Seller. Without limiting the foregoing, Seller shall retain and reserve all intellectual property rights, title, and interest in the following: (a) all ideas, concepts, know-how, methodologies or techniques which Seller owned previously or independently of the performance of Services herein, or which were conceived by Services performed solely by Seller without the input or assistance of Buyer during the performance of Services herein; and (b) any materials developed by or on behalf of Seller previously or independently of the performance of Services herein. Notwithstanding the foregoing, any and all reports, plans, information, data, drawings, computer software, renditions, mock-ups, prototypes or other works created by Seller for Buyer in connection with the Services provided hereunder shall be owned by Buyer.

28. Seller shall use reasonable efforts to ensure that the Services will be executed in accordance with Buyer’s Purchase Order and in compliance with all Applicable Laws. Seller shall procure all its own expense all permits and licenses required under Applicable Laws for the performance of the Services and shall arrange for all required inspections. Unless Buyer directs otherwise, Seller further warrants that all materials utilized in the Services will be new. Seller warrants that all Work Product produced under this Purchase Order shall be of original development and all Seller property shall be of original development or licensable by Seller, as the case may be, and all Work Product and property licensed or owned by Seller and used in the performance of any work under this Purchase Order shall not infringe or violate any patent, copyright, trade secret, trademark, or other third party intellectual property right. Seller shall perform all Services under this Purchase Order on a professional reasonable basis and in a diligent, workmanlike, and expeditious manner. Seller warrants that it has enforceable written agreements with all of its employees and all subcontractors (i) assigning to Seller ownership of all patents, copyrights and other proprietary rights created in the course of their employment or engagement; and (ii) obligating such employees upon terms and conditions no less restrictive than these Terms, not to use or disclose any proprietary rights or information learned or acquired during the course of such employment or engagement, including without limitations, any Work Product, and any other information.

29. REJECTION AND OTHER REMEDIES. If the Goods do not strictly comply with the requirements of this Purchase Order, Buyer may reject any or all of them after delivery without regard to whether payment has been made. In such case, Buyer may, at Supplier’s expense, (a) retain any or all of such Goods for correction by Buyer or others, (b) return any or all of such Goods with or without instruction for correction or replacement or (c) procure a replacement product from a third party and require Supplier to reimburse Buyer for its costs and expenses associated therewith. Supplier will promptly comply with any instruction for correction or replacement. If Buyer requests Supplier to make any correction and Supplier thereafter fails or indicates its inability or unwillingness to do so, Buyer may have the correction made by a third party and charge Supplier for all such costs and expenses incurred in connection with such correction. Supplier may, in lieu of rejection, retain any or all of such Goods for use as delivered, subject to an equitable adjustment in price as described below. Buyer will be entitled to recover from Supplier (by credit, offset, refund, invoice or otherwise) an equitable amount for the diminished value of any uncorrected Goods and all costs reasonably incurred by Buyer in connection with rejected Goods (including but not limited to all costs of correction by Buyer or others and all costs to return Goods to Supplier). Supplier will, at no cost to Buyer, promptly and satisfactorily correct any Services found to be defective or not in conformity with this Purchase Order.

30. CROSS BORDER SALES AND RETURNS. Unless otherwise Specified, Supplier will deliver any cross-border sale of Products to Buyer on a delivered-duty-paid (DDP Incoterms 2010) basis. Unless otherwise Specified, Supplier will be the importer and exporter of record on all such transactions, will not list Buyer on any import, export or other customs documentation unless required by law (provided that, if Supplier believes it is required to list Buyer on any such documentation, it will give Buyer prior written notice and allow Buyer sufficient opportunity to propose an alternate course of action that complies with law, by which Supplier shall abide), and will be directly responsible for ensuring that such cross-border sales comply with all export and import regulations (including, without limitation, export licensing, shippers’ export declaration, and export invoice). Without limiting the foregoing, any export or import document must, among other matters, separately itemize and state the separate value for each item of hardware, software, setup, and any non-dutiable service. If Buyer returns any Product under this Agreement, such Product will be returned ex-works (EXW Incoterms 2010) Purchaser’s Ship to Address, and Supplier will be the importer and exporter of record on all such transactions and will be directly responsible for ensuring that such returns comply with all export and import regulations. For Products delivered on a DDP basis Supplier hereby agrees that any duties and taxes that may be recoverable by the Supplier shall not be charged or collected from the buyer.

31. DEFENSE AND INDEMNITY. Supplier will defend and indemnify Buyer from any loss, damage, settlement, cost, expense and any other liability (including but not limited to reasonable attorney fees) arising out of any third-party claim arising from, related to or alleging (a) the design, manufacture, possession, ownership, use, sale or transfer of the Goods or Services, (b) breach of any of Supplier’s representations, warranties or other obligations under this Purchase Order, (c) any act or omission of Supplier or its Personnel related to the Project, except to the extent caused by the gross negligence or willful misconduct of  Buyer as determined by a final, non-appealable order of a court having jurisdiction, (d) Supplier’s breach of Section 13, including but not limited to any taxes, duties, interest or penalties or (e) any personal injury, death or property damage arising out of, or incidental to, the Project, or otherwise caused by Supplier or its Personnel. Supplier’s duty to defend is independent of its duty to indemnify and Supplier’s obligations are independent of any other obligation of Buyer under this Purchase Order. If Supplier performs Services on Buyer’s premises, in connection with any action to enforce Supplier’s obligations under this section related to any claim arising out of bodily injury (including death) to any person directly or indirectly employed by Supplier, Supplier waives any immunity, defense or protection under any workers’ compensation, industrial insurance or similar laws and assumes liability for such claim. This paragraph will not be interpreted or construed as a waiver of Supplier’s right to assert any such immunity, defense or protection directly against any of its own employees or such employees’ estate or other representatives.

32. LIMITATION OF LIABILITY. Buyer is not liable under any circumstances for lost opportunities or profits, or for consequential, incidental, special, punitive or indirect damages of any kind, to the extent permitted by the laws.

33. BUYER’S FURNISHED PROPERTY. Supplier assumes complete liability for all tools, articles, materials, equipment, software and other items, if any, furnished by Buyer to Supplier in connection with this Purchase Order (“Buyer Property”). Supplier will use Buyer Property solely to the extent necessary for the proper provision of the Project and in accordance with all instructions from Buyer. Supplier agrees to pay for all Buyer Property damaged, lost or not otherwise accounted for to Buyer’s satisfaction. The furnishing to Supplier of any Buyer’s Property in connection with this Purchase Order shall not, and shall not be construed to, vest title thereto in Supplier.

34. SUCCESSORS AND ASSIGN. Supplier will not assign this Purchase Order (in whole or part) without Buyer’s prior written consent. Any assignment without Buyer’s consent will be voidable at Buyer’s option. Subject to the foregoing restrictions, this Purchase Order will be fully binding upon, inure to the benefit of and be enforceable by Supplier, Buyer and their respective successors and permitted assigns.

35. INFRINGEMENT OF RIGHTS. The Supplier shall be solely liable for any infringement of patents and proprietary interests such as copyrights, trademarks and trade secrets in connection with Goods supplied under this PO and shall indemnify and hold the Buyer harmless from any and all claims and liability arising therefrom or related to.

36. DISPUTE RESOLUTION. Any dispute arising out of Buyer’s PO shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC) for the time being in force. The arbitration shall be in the English Language before a single arbitrator appointed by the Chairman of the Singapore International Arbitration Centre.

37. GOVERNING LAW. The PO will be construed in accordance with, and the laws of Singapore, without regard to its conflict of laws rules, will govern all disputes. Supplier irrevocably consents to the personal jurisdiction of the state court in Singapore, and irrevocably waives any claim it may have that any proceedings brought in such court have been brought in an inconvenient forum.

38. MISCELLANEOUS. The section headings of this Purchase Order are for convenience only and have no interpretive value.

39. NOTICES. All notices given under this Agreement must be delivered to the recipient’s address on the first page of this Purchase Order in written non-electronic form, in English, in accordance with applicable law and will be effective when received.