These Terms and Conditions (“T&C”) shall apply between BIGL and Supplier if referred to at any stage during the procurement process concerned (e.g. in the request for quotation, the purchase order or in the contract), unless otherwise is separately and explicitly agreed in writing between the parties.
1. DEFINITIONS
“Agreement” means these T&C and all other documents the parties have agreed in writing or electronically to form part of the agreement governing BIGL’s procurement of Products.
“BIGL” means the BIGL entity procuring Products from the Supplier under the Agreement.
“Documents” means any drawings, documents, software programs or other type of documentation.
“Products” means the component, equipment and other products that Supplier supplies under the Agreement.
“PO” means purchase order.
“Supplier” means the company that receives a purchase order from BIGL.
2. ORDER CONFIRMATION
Supplier shall within two (2) working days after having received the PO either confirm the PO or reject it. If Supplier starts to deliver in accordance with the PO, then Supplier is deemed to have accepted the PO.
3. PRICES, INVOICES AND TERMS OF PAYMENT
The prices stated are fixed and include all taxes, charges and duties payable up to and including delivery. Invoicing and payment shall be made in accordance with BIGL’s instructions. A valid invoice shall at a minimum contain a reference to the PO number, Supplier’s name and address, and specification of the Products purchased. Payment shall be affected as per stated in the PO/contract, including any Documents, and receipt of a valid invoice. In case of delayed payment of approved invoices, Supplier shall notify BIGL thereof and BIGL shall thereafter expedite the payment.
4. DELIVERY DOCUMENTS AND PACKAGE
The price shall include the cost of packaging and package, or other protection required under normal transport conditions to prevent damage to or deterioration of the Products while in transit. The Products shall be packed and marked in accordance with BIGL’s instructions. The PO and Product numbers (if any) shall be set out in the shipping documents.
5. TERMS OF DELIVERY – PASSING OF TITLE
Delivery date is of the essence of this PO. The terms of delivery shall be interpreted in accordance with the latest INCOTERMS. Title to the Products shall be transferred to BIGL when delivery has taken place.
6. DOCUMENTATION
Any Documents provided to Supplier by BIGL shall remain BIGL’s exclusive property and shall be returned to BIGL upon request. The Documents may not be copied, reproduced or distributed without prior express written approval by BIGL. Documents specifically prepared by Supplier as a result of BIGL’s PO and delivered to BIGL shall be the property of BIGL. With respect to other Documents provided by Supplier, BIGL shall have the unrestricted right to copy and use such Documents for the purposes intended by BIGL when purchasing Products.
7. CONFIDENTIALITY
The parties shall treat as confidential and not disclose to any third party any documentation or any information of any kind that a party provides under this Agreement and designates as confidential, including this Agreement. The receiving party shall only use such documentation or information for the purposes of this Agreement. Neither party is liable for disclosing any confidential information if it was:
(a) public knowledge at the time of disclosure or thereafter becomes generally known, other than through an act of negligence by the receiving party.
(b) already known to the other party before the disclosing party receives it.
(c) demonstrably developed at any time by the receiving party without any connection to the information received under this Agreement.
(d) rightfully obtained by a party from other unrestricted sources; or
(e) disclosed with the prior written permission of the disclosing party.
Supplier shall not and shall ensure that any of its subcontractors do not advertise, publish or otherwise disclose that BIGL is purchasing Products by Supplier or the terms of this Agreement, without prior written approval by an authorized BIGL official. This Section 7 survives for three (3) years after the date this Agreement terminates.
8. QUALITY AND COMPLIANCE
Supplier and its Products shall, as applicable, comply with:
(a) all requirements imposed by laws or regulations applicable to Supplier and the production, transport and sale of Products.
(b) the ISO 9001 quality system standards and the ISO 14001 environmental system standards.
(c) the Code of Conduct.
(d) any technical standard, or environmental or other requirements as set out in the Specification; and
(e) any other requirements agreed between the parties.
BIGL shall be entitled to inspect the Products and the production thereof, including the relevant quality assurance system, at the premises of Supplier and its subcontractors. If BIGL so requests, Supplier shall provide a certificate and/or any other documentation necessary to demonstrate compliance with any law or regulation.
9. DELAY
Should Supplier become aware of reasons to believe that the agreed delivery date cannot be met, Supplier shall immediately notify BIGL in writing, stating the cause of the delay and an estimated delivery date. Such notification shall not limit Supplier’s liability for delay according to this Agreement or applicable law. If Supplier fails to give such notice in due time, BIGL shall be entitled to compensation for all additional costs and expenses incurred as a result thereof which BIGL could have avoided if the notice had been duly given. Independently of the now said, BIGL shall always be entitled to cancel the relevant purchase order or parts thereof, provided that the delay is not insignificant.
10. WARRANTY
Supplier warrants that it has and will maintain sufficient rights and interests in the Products provided hereunder. Supplier warrants that the Products will perform and conform to the specifications and will meet what otherwise has been agreed upon, and will be free from defects, deficiencies and non-conformities in design, materials and workmanship. Products delivered may be rejected by BIGL and returned at Supplier’s risk and expense if at any time found defective, deficient or non-conforming in the abovementioned respects during a warranty period of twelve (12) months starting from the date of delivery of the respective Products. In such cases Supplier shall be obliged at its own cost to, at the option of BIGL, repair the Products or replace them with new Products that are free from defects, unless BIGL cancels the purchase concerned, wholly or in part. Repair and replacement shall be carried out promptly upon demand. When a defect has been remedied, Supplier shall be liable for defects in the replaced or repaired Product under the same terms as those applicable to the original Product for a period of twelve (12) months. In addition to the warranties above, Supplier shall be obligated to remedy any systematic defects in the Products. A systematic defect is a defect with the same root cause that appears or is likely to appear during the reasonably expected lifetime of the Products concerned in more than one per cent (1%) of such Products delivered during any relevant time period, as determined by BIGL in its sole discretion. In case of a systematic defect in the Products, Supplier shall promptly:
(a) at no charge to BIGL, replace all units of the respective Products delivered up to the time that the systematic defect has been remedied by Supplier.
(b) reimburse BIGL for the actual costs for investigating and analyzing the scope of and consequences resulting from the systematic defect, and the actual costs for the removal and replacement of such defective Products at the site; and
(c) indemnify BIGL for all other costs and damage incurred by BIGL in connection with such defective Products.
Suppliers’ obligations regarding systematic defects shall be applicable for the full expected lifetime of the relevant Products, which time, however, never shall be shorter than three (3) years from the delivery of the relevant Products. If Supplier fails to fulfill its obligations above within the prescribed time, BIGL may – without prejudice to other remedies available – undertake, or engage a third party to undertake, necessary remedial works at the risk and expense of Supplier.
11. PRODUCT LIABILITY
Should the Products have a defect which causes damage to persons or to other property than such Products, Supplier shall indemnify and hold BIGL harmless for such damage.
12. EXPORT AND IMPORT
Supplier is responsible for obtaining and maintaining any export license(s) required for delivery of the Products to BIGL according to the PO. Supplier shall issue all other documents reasonably requested by BIGL, regarding export and import of the Products.
13. INDEMNIFICATION
Supplier shall defend, indemnify and hold harmless BIGL from and against any and all damages suffered and costs and expenses (including reasonable attorneys’ fees) incurred as a result of any claim, suit or proceeding brought against BIGL or any of its customers based on the allegation that the use, sale, distribution or other disposal of any Products constitutes an infringement of any intellectual property rights or applications thereof (including but not limited to patents, utility models, mask work protections, industrial designs, copyrights and trademarks) or an unauthorized use of know-how, trade secrets or other proprietary rights. In the event that the Products or any part thereof are in such claim, suit or proceeding held to constitute an infringement or their further use, sale, distribution or other disposal is enjoined, Supplier shall promptly, at its own cost and expense but at BIGL’s option, either; (a) procure for BIGL and/or any concerned customer the right to continue the use, sale, distribution or other disposal of such Products; (b) replace the same with non- infringing Products of equivalent function and performance; or (c) modify such Products so that they become non-infringing without detracting from function or performance.
14. CORPORATE SOCIAL RESPONSIBILITY
Suppliers agree to conduct its business activities in compliance with applicable laws, regulations, rules and requirements. Supplier endeavours to voluntarily incorporate internationally recognized standards of corporate social responsibility in their practices and internal policies with respect to labour laws, human rights, environment protection, community relations and anti-corruption.
15 . ASSIGNMENT
Supplier shall not assign or subcontract to any third party any of its interest in, rights or obligations this PO without the written consent of BIGL.
16. INSURANCE
Supplier shall ensure that it has sufficient insurance (e.g. business interruption and liability insurance).
17. FORCE MAJEURE
The performance of either party under the Agreement shall be extended by a reasonable period of time if such performance is impeded by an unforeseeable event beyond such party’s control, which shall include but not be limited to acts of God, industrial actions, riots, wars, embargo or requisition (acts of government) (“Force Majeure”). In case of Force Majeure, the relevant party shall promptly notify and furnish the other party in writing with all relevant information thereto. Should an event of Force Majeure continue for a consecutive period of more than three (3) months, BIGL shall have the right to terminate the Agreement. In such a case, BIGL shall pay to Supplier the price of Products delivered up to the date of termination.
18. GOVERNING LAW AND ARBITRATION
The laws of Singapore (excluding its conflict of law principles) govern the Agreement, and any purchase orders concluded under this Agreement. Any dispute or difference between the parties arising out of or in connection with this Agreement or purchase order shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) in Singapore, by three (3) arbitrators, appointed in accordance with the Rules. The arbitration proceedings shall be conducted in the English language. Any awards may be enforced by any court or authority having jurisdiction. All arbitral proceedings shall be kept confidential, and any information, documentation or material in whatever form disclosed in the course of such arbitral proceedings shall only be used for those proceedings.
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