GENERAL TERMS & CONDITIONS FOR SUPPLIERS & SERVICE PROVIDERS
1. PROVISION OF PRODUCTS OR SERVICES
(i) The Supplier agrees to provide to Asian Detours and its group of companies (AD), the Products or Services as required and specified. However, it shall be noted that AD guarantees no particular volume of purchase or service from the Supplier.
(ii) The Supplier agrees to abide by the standards, specifications and any other requirements that AD may instruct or request from time to time.
(i) The Supplier’s relationship with AD under this Agreement shall be that between independent contractors and nothing in this Agreement shall be construed as constituting Supplier or any of its employees an agent, representative, associate, joint venture partner, franchisee or employee of AD. The Supplier shall not represent itself as an agent or legal representative of AD nor purport to bind AD in any manner.
(ii) For avoidance of doubt, AD’s appointment of the Supplier is not exclusive to the Supplier for the provision of the Products or Services of the same type or similar to or any other type of Products or Services.
3. PRICE AND PAYMENT
(i) AD shall pay the Supplier all undisputed invoices within sixty (60) days from receipt of an accurate invoice unless otherwise specified.
(ii) The prices of the Products or Services set out in quotation are considered as firm and fixed and shall include all taxes, contingent and incidental costs and expenses.
(iii) In the course of the relationship, AD may, from time to time, initiate a price review with the Supplier. Neither variation in the prices nor extra charges will be accepted by AD, unless otherwise agreed in writing between the parties.
(i) AD shall be entitled to terminate any supplier agreement at any time with or without cause by giving at least 14 days’ notice in writing to the Supplier unless otherwise specified.
(i) The Supplier warrants to AD that the Products or Services provided conforms to the description, specification or scope of service required by AD and in accordance with the industry practice and all statutory and other regulations which may be in force at the time when the Products or Services are supplied to AD.
(ii) In the event of Supplier’s non-compliance with the warranties, Supplier shall re-supply or re-perform the Products or Services, or if Supplier is unable to re-supply the Products or re-perform the Services as warranted, AD shall be entitled to recover the fees paid for the non-conforming Products or Services.
(iii) The warranties set out in this clause will survive the expiration or termination of the service (as the case may be) for a period of 12 month. If any or all of Products or Services supplied shall be non-conformance or shall Products prove to be defective within 12 months use, AD may call upon the Supplier, without prejudice to AD’s other rights, to rectify, replace or reimburse at AD’s option the defective Products or Services.
The Supplier indemnifies, and will keep indemnified, AD from any liability arising from any and all actions, proceedings, claims and demands whatsoever which may be brought or made against AD, its agents, officers, employees or sub-contractors for any reason arising directly from any breach by the Supplier of any term of this Agreement including, without limitation, any claim for damages for breach of agreement or negligence (including a claim for breach of agreement or negligence by third parties), manufacturing defect of Products, financial loss including loss of profits, death or injury) to any person, damage to property of any person and any claim for trade practices and product liability.
(i) The terms of each supplier relationship is confidential in nature and neither party shall disclose such terms to a third party, unless disclosure is required by law, to the parties’ respective solicitor, accountant or other professional advisor for purposes of rendering professional advice on this Agreement, or otherwise necessary for the administration or implementation of this Agreement. If either party is required by any laws, rules or regulations to make any announcements relating to this Agreement, prior approval by the party of the contents of such announcements must first be obtained.
(ii) Any information which may be supplied to the Supplier by AD in the course of the Supplier’s performance of the Products or Services or otherwise are confidential in nature and the Supplier shall not disclose such information to a third party. The Supplier shall be entitled only to disclose such information to its employees, representatives, agents or sub-Suppliers provided that such disclosure is necessary for the performance of the Products or Services by such persons, in which event the Contactor shall ensure that such persons shall comply with the restrictions set out in this Clause.
8. FORCE MAJEURE
Except with respect to payment obligations, no party shall be liable for, nor shall such party be considered in breach of working agreement due to, any failure to perform its obligations as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event").
Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, to the other party. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event.
The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment breakdown or failure beyond its control, Supplier shall, at no additional expense to AD, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto.
(i) The Supplier shall be responsible for timely delivery of all Products or Services according to the time schedule set by AD.
(ii) Governing Law and Jurisdiction. All suppliers working arrangements shall be governed by and construed in accordance with the laws of Singapore. The parties hereby submit to the non-exclusive jurisdiction of the courts of Singapore.
(iii) Supplier Code of Conduct. The Supplier agreed to comply with AD’s Supplier Code of Conduct as set out in Appendix I.
Document Version: Jan 2020 rev.01
APPENDIX I: SUPPLIER CODE OF CONDUCT
Asian Detours and our group of companies (AD) are fully aware of the responsibility we bear toward our customers, shareholders, employees and the communities in which we work. Thus, we have given ourselves a strict set of ethical values to guide us in our business dealings.
We expect all our suppliers, i.e., all companies who do business with any AD company, to adhere to the same ethical principles. For this purpose, AD has drawn up this Supplier Code of Conduct, which sets the standards for doing business with an AD company.
LAWS AND ETHICAL STANDARDS
The supplier shall comply with all laws applicable to its business. The supplier should support the principles of the United Nations Global Compact, the UN Universal Declaration of Human Rights as well as the 1998 International Labour Organization Declaration on Fundamental Principles and Rights at Work, in accordance with national law and practice. This especially applies to:
The supplier shall not employ children under the age of 15. In no case shall the work or employment of persons ages 13 to 15 be permitted if this prevents the minor from complying with compulsory schooling or training requirements and is harmful to their health or development. This shall be particularly so where national law or regulations permit children from 13 to 15 to perform light work.
The supplier shall make no use of forced or compulsory labor.
Compensation and Working Hours
The supplier shall comply with the respective national laws and regulations regarding working hours, wages and benefits.
The supplier should promote the diversity and heterogeneity of the individuals in the company with regard to race, religion, disability, sexual orientation and gender, among others.
HEALTH & SAFETY
The supplier shall comply with applicable occupational health and safety laws and regulations and provide a safe and healthy working environment so as to prevent accidents and injury.
BUSINESS CONTINUITY PLANNING
The supplier shall be prepared for any disruptions of its business (e.g., natural disasters, terrorism, software viruses, illness, infectious diseases).
The supplier shall comply with international anti-bribery standards as well as local anti-corruption and bribery laws. In particular, the supplier may not offer services, gifts or benefits to AD employees in order to influence employee conduct in representing AD.
The supplier shall comply with all applicable environmental laws, regulations and standards as well as implement an effective system to identify and eliminate potential hazards to the environment.
BUSINESS PARTNER DIALOG
The supplier shall communicate the principles stated in the Code and detailed above to its subcontractors and other business partners who are involved in supplying the products and services described in the main contract. The supplier shall motivate such parties to adhere to the same standards.
COMPLIANCE WITH THE SUPPLIER CODE OF CONDUCT
AD reserves the right, upon reasonable notice, to check compliance with the requirements of the Supplier Code of Conduct. AD encourages its suppliers to implement their own binding guidelines for ethical behavior.
The supplier agrees that it is responsible for controlling its own supply chain. It further agrees to encourage any subsequent provider of goods and services used by the supplier to comply with ethical standards, human rights, health and safety and environmental standards when performing its obligations under this Agreement.
Any breach of the obligations stipulated in this Supplier Code of Conduct is considered a material breach of contract by the supplier.