GENERAL TERMS AND CONDITIONS

PROCUREMENT OF GOODS AND SERVICES

1. General
These General Terms and Conditions shall apply to provision of Goods and/or Services by Supplier to Konica Minolta Business Solutions Asia Pte Ltd (“KMBSA”) under each Order and shall be incorporated therein by reference.

2. Definitions
“Affiliate” means, in relation to a Party: (i) any person, firm or company which it controls; (ii) any person, firm or company which controls it; or (iii) any person, firm or company which is under common control with it. For purpose of this definition, “control” means, in case of (a) an incorporated entity, any entity having the right, exercised directly or indirectly, to control the composition of the board of directors or more than half of the voting powers; or (b) partnership, trust or other unincorporated entity, any entity having at least 50% of the interest in the profits of the relevant entity.
“Claims” means any and all claims, liens, judgments, fines, levies, penalties, awards, remedies, debts, liabilities, damages, demands, losses, costs and expenses (including reasonable attorneys’ fees, court costs, expert fees, legal and other professional costs and expenses) or causes of action of whatever nature damages (whether in contract or in tort), including, without prejudice to the generality of the foregoing, those made or enjoyed by dependants, heirs, claimants, executors, administrators, successors, survivors or assigns, legal fees on a solicitor and own client basis and sums paid by way of settlement or compromise.
“Intellectual Property Rights” or “IPR” means all existing, pending or potential copyrights, moral rights, and all rights in relation to inventions, computer software, programmes, applications, databases, trade secrets, know-hows, circuit layouts, registered and unregistered trademarks and service marks, registered and unregistered designs, patents (including the right to apply for patents) and any other rights resulting from intellectual activities in the industrial, scientific, literary and artistic fields.
“Proprietary Developments” means all tangible and intangible things produced, developed, conceived or invented by Supplier either independently or jointly with others in connection with performance of its obligations under the Order including but not limited to technical documents, data and information, ideas, apparatus, compositions of matter, concepts, drawings, inventions, formulas, designs, specifications, patterns, prototypes, samples, colour schemes, expressive works, technology, software, computer programs, codes, know-how, techniques, algorithms, processes, procedures, methods, engineering data, user interfaces, “look and feel”, xml feeds data, names, logs, charts, tracings, calculations together with copies of the same, whether patented or patentable, registered or registrable, copyrighted or copyrightable or otherwise publicly protected or protectable, in each case irrespective of the format of or medium on which the tangible or intangible thing is located.
“Force Majeure” means any occurrence which (i) prevents the performance of the Order by either Party; (ii) is beyond the control of said Party; (iii) such Party could not reasonably have foreseen at the time of entering into the Order; and (iv) said Party is unable to prevent or provide against or overcome the consequences. Subject to the above conditions being fulfilled, occurrences of Force Majeure may typically include acts of God, war (declared or undeclared), civil unrest, invasion, fire, earthquakes, pandemics, epidemics, explosions and national labour strikes but shall not include labour disputes, strikes or lock outs within the Supplier Group.
“Goods” means the supplies, equipment, material, all related documentation, records, and other items to be delivered by Supplier in accordance with the Order.
“Party” means either KMBSA or Supplier individually and “Parties” shall mean KMBSA and Supplier collectively.
“PDPA” means the Personal Data Protection Act 2012
“Personal Data” means the data, whether true or not, about an individual who can be identified from that data or from that data and other information to which a Party has or is likely to have access
“KMBSA Group” means KMBSA, its Affiliates, and its and their respective personnel (including employees, directors, officers, consultants and representatives).
“Price” means the total all inclusive remuneration to be paid to Supplier in the designated currency for the Goods and Services and shall unless otherwise explicitly agreed in writing include all costs, mark-ups, fees, insurance costs, freight and transportation charges, duties, stamp taxes, excise, goods and services taxes, value added taxes, assessments and burdens of every type.
“Order” comprises of (i) KMBSA’s purchase order form for procurement of Goods or Services; (ii) these General Terms and Conditions; and (iii) any and all documents referenced in or appended to the purchase order form or these General Terms and Conditions. In the event of a conflict among any of the foregoing, these General Terms and Conditions shall prevail except to the extent expressly modified in KMBSA’s purchase order form.
“Services” means the work and services to be performed by Supplier in accordance with the Order.
“Supplier” means the entity named as such in the purchase order form supplying the Goods and Services to KMBSA, and shall include its successors and permitted assigns. “Supplier Group” means Supplier, its sub-suppliers, its and their Affiliates, its and their respective personnel (including employees, directors, officers, consultants and representatives).
“Warranty Period” means (i) for the Goods, twenty four (24) months from the later of the date of delivery or date of first use of the Goods; and (ii) for the Services, twelve (12) months from the date of satisfactory completion.

3. Order Confirmation
The Supplier shall, within five (5) working days of receipt of the purchase order form, notify KMBSA if the Supplier is not able to fulfil the supply of the Goods and/or Services in accordance with the Order or of any error in the information set out in the purchase order form. Where no such notice is received by KMBSA within the said five-day period, the Supplier shall be deemed to have unconditionally accepted the Order. All reservations, modifications or changes by Supplier to these General Terms and Conditions are hereby expressly rejected and discarded unless agreed to in writing by KMBSA and specifically reflected as amendments to the Order.

4. Delivery and Performance
Supplier shall diligently, competently and in a good workmanlike manner provide and deliver the Goods and perform and complete the Services in accordance with the requirements of the Order and all agreed written specifications, procedures and drawings, be fit for its intended purpose and as a minimum comply with good and commonly recognized industry practice and applicable laws and regulations.
Unless otherwise specified in the purchase order form, the terms of delivery of the Goods shall
be in accordance with the Incoterms 2010 DDP at the location and on the delivery date specified in the purchase order form. Services shall be performed at the location set forth in the purchase order form in full compliance with the agreed schedule and service levels.
Should the Goods or Services be non-compliant with the provisions of the Order, KMBSA may reject such Goods or Services and Supplier shall, at its own costs, promptly correct such non compliance.
Partial provision of Goods and partial performance of the Services are not permitted and shall be considered a material breach unless the prior written approval of KMBSA is obtained.
Supplier shall provide such Goods and/or perform such Services as an independent supplier. Any payment, review, audit, inspection, testing, witnessing, approval, or acknowledgement by KMBSA, or concurrence with recommendations and methods proposed by Supplier shall not relieve Supplier from its obligations under the Order.

5. Testing
Supplier shall, at its own costs, carry out all tests stipulated in or intended by the Order. If the Order does not specify the technical requirements for tests, the tests shall be carried out in accordance with good and commonly recognized industry practice. Supplier shall notify KMBSA in writing of the tests in sufficient time to permit KMBSA to be represented during the tests. If the tests show that the Goods are not in accordance with the Order, Supplier shall, at its own costs, promptly remedy all deficiencies and repeat the tests to ensure all the requirements of the Order are fulfilled.

6. Packing and Marking
In order to ensure adequate protection of the Goods, the Supplier shall pack all Goods in appropriate and adequate packing materials as is consistent with good and commonly recognized industry practice. The cost of such packing materials shall be deemed to be included in the Price. A copy of the invoice/commercial invoice and packing list shall accompany the Goods during shipment and all Goods shall be marked with the Purchase Order number, vessel name (if applicable) and delivery address.

7. Title and Risk
The Supplier shall ensure that good and unencumbered title to and ownership of the Goods shall vest in KMBSA upon delivery of the Goods or upon payment, whichever is earlier. If payment is made in instalments or parts, full title to and ownership in the Goods shall pass and vest in KMBSA upon payment of the first instalment. Notwithstanding the passing of title, the Supplier shall bear the risk of loss or damage to the Goods until the Goods are delivered in accordance with the provisions of the Order. All Goods to which title passes to KMBSA prior to delivery shall be marked as KMBSA’s property and kept separate from the property of Supplier or third parties.

8. Invoicing, Payment and Audit
The Supplier shall invoice KMBSA in accordance with the provisions of the Order. Supplier’s invoice(s) shall include the Purchase Order number and the name of the person issuing the Order. All items in the invoice shall be clearly identified and described in reasonable details and supplemented with supporting documents. KMBSA reserves the right not to pay and reject incorrect invoices. In no event shall Supplier invoice KMBSA in excess of the Price.
Unless otherwise specified in the purchase order form, KMBSA shall pay each undisputed invoice within forty five (45) calendar days of the date of receipt of an undisputed invoice or date of acceptance of the Goods and/or Services, whichever is later.
KMBSA may deduct from such invoiced amounts: (i) any previous payments on account to Supplier which relate to or directly concern the Goods or Services covered by the invoice; (ii) such parts of the invoiced amount as are insufficiently documented or disputed; and (iii) all amounts due to KMBSA from Supplier whether under this Order or otherwise including all cost incurred by KMBSA to be borne by Supplier and all liability assumed by Supplier towards KMBSA.
Supplier shall keep all books and records relating to the Order, Goods and/or Services for a period of two (2) years from the date of final payment for the same. Upon written notice, KMBSA or its representatives may, at any time during the term of the Order and the said two-year period, audit such books and records.
The payment made under this clause shall not prejudice any Claims which KMBSA may have against the Supplier and shall not constitute any admission or acceptance by KMBSA as to the Supplier’s performance of its obligations hereunder

9. Changes
KMBSA may issue a written change order to amend the Order. Such change order may increase or reduce the quality, quantity or change in the delivery or completion date provided that such changes do not exceed what the Parties could have reasonably contemplated when entering into the Order. The effect on the Price, if any, shall be based on the (i) unit rates set out in the Order or (ii) if the same is not available, the price provided to Supplier’s most favoured customers and the effect on delivery or completion date(s), if any, shall reflect the net impact of the change requested. Supplier shall not implement such changes until all terms affecting the changes have
been agreed by the Parties in writing.

10. Intellectual Property
Intellectual Property Rights owned by either Party prior to the formation of the Order (“Background IPR”) shall remain the property of such Party.
All rights to, title to and interests in Proprietary Developments shall vest in KMBSA. Supplier agrees to assign and hereby does assign to KMBSA all rights to, title to and interests in the IPR in the Proprietary Developments and shall ensure that the Supplier and all member(s) of Supplier Group concede all such rights to KMBSA. Copyrightable works produced by member(s) of Supplier Group hereunder shall be deemed works made for hire for KMBSA. Supplier shall promptly notify KMBSA of Proprietary Developments, and Supplier shall and shall ensure that member(s) of Supplier Group provide the necessary assistance to enable KMBSA to acquire, register and perfect title to IPR in the same. Supplier’s obligation to assist KMBSA under this Clause 10 shall survive termination of the Order.
Supplier hereby grants KMBSA Group an irrevocable, royalty-free, world-wide, non-exclusive licence (including right to sub-license) to Supplier Group’s Background IPR to the extent necessary for use, reproduction, sale, marketing or sublicensing of the Goods and Services and for any other purposes contemplated under the Order.
Supplier shall not use or incorporate third party IPR in the Goods or Services unless legally entitled to do so. Where the Supplier provides such third party IPR as part of the Goods or Services, all royalty, licence fees and related costs are deemed to have been included in the Price. Supplier shall indemnify, defend and hold harmless KMBSA Group from and against any and all Claims arising from or relating to alleged or actual breach, infringement or misappropriation of any IPR related to the Goods or Services or KMBSA Group’s use of same.

11. Force Majeure
Neither Party shall be considered in breach of an obligation under the Order to the extent the affected Party can establish that fulfilment of the obligation has been prevented or hindered by Force Majeure. The affected Party shall notify the other Party without delay giving details of the Force Majeure and its effect on the performance of the Order. Each Party shall bear its own costs arising from Force Majeure. If a Force Majeure event continues for a continuous period of fourteen (14) calendar days or more, KMBSA may terminate the Order with immediate effect by giving written notice to Supplier without being liable therefor.

12. Confidentiality and Non-Disclosure
All information that is non-public or otherwise of a proprietary and confidential nature including IPR and Proprietary Developments relating to KMBSA Group received, developed, or obtained by Supplier Group in connection with performance of the Order, shall, during the term of the Contract and for a period of five (5) years thereafter be kept strictly confidential, and shall not be used, copied, reproduced, transmitted, provided, communicated or disclosed to any third party in any manner whatsoever without the prior written consent of KMBSA. Supplier shall only use such information for the purpose of Supplier’s performance of the Order and shall return or destroy the same at the earlier of KMBSA’s request or the effective date of expiry or termination of the Order.

12A Data Protection
In the performance of its obligations under the Order, Supplier shall and shall ensure that all members of the Supplier Group fully comply with all applicable privacy laws including PDPA ("Privacy Laws”). In particular, Supplier shall and shall ensure that all members of the Supplier Group take all reasonable measures to ensure that:
(a) Personal Data belonging to KMBSA which is held by the Supplier is protected against loss, unauthorised access, unauthorized use, modification, disclosure or other misuse and that only authorised personnel have access to that Personal Data;
(b) the Supplier shall set up procedures to ensure collection, use, disclosure and security of Personal Data are in compliance with Privacy Laws.
(c) to the extent that the Supplier transfers Personal Data outside of Singapore, such transfer shall not be effected without KMBSA’s prior written approval. Such transfer may be subjected to additional conditions imposed by KMBSA. For avoidance of doubt, Supplier shall remain responsible to take adequate measure to ensure its and KMBSA’s compliance with Privacy Laws in respect of such transferred Personal Data and the recipient of the Personal Data is bound by legally enforceable obligations to provide a standard of protection comparable to that required under applicable Privacy Laws.
(d) to the extent that the Personal Data is no longer required by Supplier for legal or business purposes, that Personal Data is destroyed or re-delivered to KMBSA in accordance with KMBSA’s instructions;
(e) KMBSA is immediately alerted in writing (with full particulars) of any unauthorised access, disclosure or other breach of this clause and Supplier shall take all steps to prevent further unauthorised access, disclosure or other breach of this Clause 12A and update KMBSA regularly to ensure that KMBSA complies with its notification obligations under Privacy Laws; and
(f) it keeps itself appraised of all notices which KMBSA may from time to time notify to Supplier including without limitation policies, guidelines, circulars or notices relating to personal data (“Documentation”), and to perform its duties or discharge its liabilities pursuant to the Order in a manner consistent with Privacy Laws and Documentation, and will not cause KMBSA to be in breach of the same.
The Supplier shall indemnify, defend and hold harmless KMBSA Group from and against any Claims that KMBSA Group may suffer as a result of Supplier’s failure to comply with clause 12A.

13. Insurance
Supplier shall at no cost to KMBSA provide and maintain all insurances required by applicable laws, rules and regulations.

14. Delay
Time is of the essence in respect of the provision of the Goods and the performance of the Services. If Supplier has reason to believe that there may be a delay, Supplier shall promptly notify KMBSA in writing. In the event of delay , Supplier shall without KMBSA having to substantiate the actual loss, pay to KMBSA or have deducted from the Price liquidated damages equivalent to zero point five per cent (0.5%) of the Price per calendar day of delay, limited to fifteen per cent (15%) of the Price. The liquidated damages stipulated herein are agreed to be a genuine pre-estimate of the losses which will be sustained by KMBSA in the event of Supplier’s delay and not a penalty.

15. Defects
Supplier warrants for the duration of the Warranty Period that: (i) the Goods delivered and/or the Services performed hereunder comply with the requirements in the Order and other agreed written specifications and drawings and shall comply with all applicable laws, rules and regulations; (ii) that the Goods are new, unused and free from errors, faults and defects in design, materials and workmanship, fit for their intended purpose and of good and proper quality and reliability. Furthermore, Supplier warrants that the Goods are delivered free from encumbrances, liens, attachments, charges and faults of any kind.
If a breach of the warranty occurs during the Warranty Period, KMBSA shall notify Supplier thereof and Supplier shall, at its own costs, promptly repair or replace the defective Goods or correct or re-perform the defective Services. If Supplier fails to promptly remedy such breach or defect, KMBSA may, at Supplier’s costs and risks, undertake, by itself or third parties, all reasonable and necessary remedial actions.

16. Termination for Default
In the event of Supplier’s material breach of any provisions of the Order, KMBSA may terminate the Order, in whole or in part, immediately by written notice to Supplier without being liable therefor. Material breach shall include but not be limited to: (i) actual or anticipated delay in progress, completion or delivery exceeding more than seven (7) calendar days with regard to Goods, and three (3) calendar days with regard to Services, from the relevant date given in the Order; (ii) defects depriving KMBSA of the intended benefits; (iii) persistent neglect in carrying out its obligations or instructions; (iv) breach of clauses 10, 12 and/or 12A; and (v) as permitted by applicable law, actual or anticipated bankruptcy or insolvency of the Supplier.
In the event of termination of whole or part of the Order pursuant to this Clause 17, Supplier shall in addition to the liability stipulated in Clauses 14, 15, 16, 17 and 18, upon KMBSA’s request, either: (i) immediately refund to KMBSA the Price already paid to the Supplier and/or (ii) provide KMBSA any Goods and documents which KMBSA has agreed to keep.

17. Liability for Default
Upon any breach of the terms of the Order by the Supplier and regardless whether the Order is terminated or not, KMBSA may, in addition to the remedies specified in Clauses 14, 15, 16, 17 and 18, claim compensation for all costs and damages incurred by KMBSA Group arising from or relating to the breach.

18. Compliance with Laws, Export/Import Controls and Business Ethics
Supplier shall comply with and ensure that all members of Supplier Group complies with, all applicable laws, rules and regulations in the performance of the order. The Supplier shall assist and cooperate with KMBSA in all investigation relating to clause 18.
Without prejudice to the generality of the foregoing, Supplier represents and warrants that: (i) it is familiar with all applicable laws, rules and regulations relating to anti-bribery and anti-money laundering (collectively the “Anti-Corruption Laws”) and (ii) it has not violated and will not violate any Anti-Corruption Laws.
Without prejudice to any other rights or remedies KMBSA may have hereunder or at law, KMBSA may terminate the Order immediately where KMBSA has reason to believe that Supplier has breached this Clause 18. In the event of such termination, the Supplier shall refund all amounts previously paid to Supplier.
Supplier shall indemnify, defend and hold harmless KMBSA from and against any and all Claims arising from or relating to Supplier’s failure to comply with this Clause 18.

19. Assignment and Subcontracting
KMBSA may at any time assign its rights and obligations under the Order to a third party. Supplier may not assign or subcontract the Order to a third party without the prior written approval of KMBSA, which will not be unreasonably withheld or delayed. Regardless of KMBSA’s approval of the subcontract, the Supplier remains liable for the fulfilment of its obligations under the Order.

20. Entire Agreement - Governing Law and Venue
The documents comprising the Order constitute the entire agreement between the Parties with respect to the matters addressed therein and the Order may not be amended unless mutually agreed in writing by the authorized personnel of the Parties.
The Parties agree that the Order shall be governed by and construed in accordance with the laws of Singapore and the Parties agree to submit to the non-exclusive jurisdiction of the courts of Singapore.
The above expressly exclude any principles of conflicts of laws which would refer such disputes or Claims to another jurisdiction. The Parties expressly disclaim the application of the United Nations Convention for the International Sale of Goods 1980 to the Order.

21. Contract (Rights of Third Parties) Act
Save for clauses 10, 12, 12A and 19, the Parties do not intend that any provision of the Order shall confer any benefit nor be enforceable by any person who is not a a Party to this Order by virtue of the Contracts (Rights if Third Parties) Act (Cap 53B).
Notwithstanding the foregoing, the Order may be rescinded, amended, novated or varied by the Parties without notice to or the consent of any third party.
The rights of any third party under the first paragraph hereof, shall be subject to that, any claim or reliance on any term of the Order by a third party against a Party shall be notified in writing by such third party to each Party as soon as reasonably practicable after the occurrence of the event which gave rise to such claim. Such notification shall as a minimum contain (i) details of the occurrence giving rise to the claim; (ii) the right relied upon by the third party under the Order; and (iii) the third party's agreement that Clause 22 hereof shall apply in respect of the claim.

22. Miscellaneous
No waiver: Any failure of either Party to enforce at any time for any period any right or provision hereof shall not be construed as a waiver of its rights. Any waiver of rights under the Order shall be made in writing by the Party waiving the rights. Such waiver shall not affect the Party’s right in the event of a continuing or subsequent breach
Schedules, Addendums and Orders: All annexes, schedules, addendums and/or orders attached to the Order shall constitute an integral part thereof.
Notices: Any notice, demand or communication to be given under this Order shall be made in writing and delivered by hand or prepaid registered mail or courier to the Parties’ respective address set out in the purchase order form or any other address notified in accordance with this clause. Notice, demand or communication shall be deemed to have been duly served: (1) if delivered by hand – when left at the address; or (2) if delivered by prepaid registered mail or courier – on the third working day after dispatch
Headings: Headings to the clauses of these General terms and Conditions are for convenience only and shall not affect the construction thereof.
Severability: Any provision of these General Terms and Conditions which is prohibited by or unlawful or unenforceable under any applicable law of any jurisdiction will be ineffective as to such jurisdiction without affecting the validity or enforceability of the remaining provisions. The Parties shall endeavour to negotiate and replace the unlawful provision with a lawful provision which shall achieve the same economic result as the original unlawful provision. If such replacement provision cannot be agreed by the Parties, KMBSA may, at its discretion, terminate the Order forthwith by written notice to Supplier without being liable therefor.
Rights cumulative: Unless expressly stated otherwise, all rights or remedies granted to a Party shall be cumulative and no exercise by a Party of any right or remedy under the Order shall restrict or prejudice the exercise of any other right granted by this Order or otherwise available to it under law.