1.1. These General Terms and Conditions (“Terms”) shall apply to services provided by Singapore Test Services Pte Ltd (“STS”) and together with all such incidental, relevant and related services to be provided (together, the “Services”).
1.2. The client and/or customer to whom the Services are to be provided (the “Client”) accepts that the Terms herein and the prices provided by STS valid at the time of acceptance of the Client’s order.
1.3. Any ancillary agreements, or deviations from these Terms shall only be applicable upon written confirmation by STS.
1.4. The scope of the Services to be performed by STS shall be defined in writing prior to or upon placement of the Client’s order. If any modification or extension to the scope prove necessary within the context of due performance of the Services, they shall be additionally agreed upon in advance and in writing.
1.5. STS reserves the right to, at any time and at its sole discretion, not to undertake the Services or to terminate all or part of the Services without any liability to the Client in the event that the Client fails to comply with the Terms set out herein. Such termination shall not prejudice any rights accruing to STS prior to the date of such termination.
2. Obligations of the Client
2.1. The Client shall furnish STS with all relevant information, documents, and/or such other brochures and data which STS may require for the provision of the Services. The Client shall indemnify and hold STS harmless against any and all liabilities, costs, expenses, and/or damages (including but not limited to attorney fees and costs incurred by STS on a solicitor and client basis) arising out of STS’s use of such information, documents and/or such other brochures and data provided by the Client in STS’s provision of the Services.
2.2. The Client shall supply to STS all necessary accessories and information relating to the provision of the Services, including but not limited to any and all test reports (whether local or foreign), company test reports, product test reports, technical specifications, drawings, CAD models, catalogues and instruction manuals as applicable. Until all such accessories and information are provided to STS’s satisfaction, STS reserves the right to withhold commencement of the Services, or to terminate the Services, without incurring any liability to the Client under these Terms.
2.3. The Client shall, immediately or at the earliest reasonable opportunity, inform STS in writing of any management or organisational changes, including any changes to the following:
(a) Client’s name and address
(b) Client’s legal status (e.g. change from private limited company to public listed company or otherwise)
(c) Client’s management representative
(d) Client’s structure and ownership
(e) Manufacturing or business process and plan
(f) Scope of operations relating to the Services
(g) Any revisions to the information provided to STS in relation to the Service
(h) any significant events including, but not limited to fatal incidents, serious injuries, occupational disease or legal action by a regulatory authority.
(i) at the time of surveillance or recertification, of any Occupational, Health and Safety (OHS) related findings by third-parties.
2.4 The Client shall provide all reasonable and necessary access to STS, STS staff and representatives (including but not limited to all relevant third party contractors, consultants, accreditation body’s personnel, auditors engaged by STS) to the Client’s premises for the all purposes relating to the provision of the Services. The Client’s appointed management representative and the staff involved together with all relevant documents and materials must be available to STS staff and representatives at all times during such visits.
2.5 The Client shall take all necessary steps and to provide all necessary implements to ensure the safety of STS staff and representatives, its delegates throughout the performance of the relevant portions of the Services at the Client’s premises.
2.6 Samples tested are to be collected by the Customer three (3) weeks after completion of testing (Collection Period). STS reserve the rights, at its sole discretion, to dispose or otherwise deal with the samples after the Collection Period should there be no written request from the Customer.
3. Schedules, Timelines and Deadlines for Performance
3.1 Unless otherwise agreed in writing, STS shall use its best efforts to comply with any such schedules, timelines and deadlines for the provision of the Services and shall not in any way be liable for any delay or failure to perform the Services.
3.2 STS shall be entitled to suspend all or part of performance of the Services to the extent that such performance is impeded or made unreasonably onerous by any of the following circumstances: industrial disputes, fire, flood, conflict, riot, insurrection, civil war, requisition, seizure, freight embargoes, defects or delays in deliveries by sub-contractors caused by circumstances referred to in this clause, natural disasters, acts of God, acts or omissions of Governmental Authorities and any other circumstance beyond the control of the Parties (hereinafter “Force Majeure Event”).
3.3 Unless otherwise agreed in writing, STS shall have the right to terminate the performance of the Services by notice in writing to the Client without any liability whatsoever, if such performance of the Services is suspended due to Force Majeure Events under Section 3.2 above for a total period of 10 days.
4.1 Unless a fixed price or such other basis of calculation has been agreed upon in writing, the Client shall pay STS for the provision of the Services in accordance with such STS price lists applicable and valid at the time of execution of the relevant definitive agreement for the Services. In the absence of such price lists, the prices of the relevant Services shall be agreed between STS and the Client on a case-by-case basis.
4.2 Unless otherwise agreed in writing, all sums payable by the Client to STS shall be paid in Singapore Dollars. All prices shall be exclusive of all prevailing taxes, levies in duties, including any applicable Goods and Services Tax (GST) chargeable under the Singapore Goods and Services Tax Act, which may be added to such prices. The Client shall indemnify STS fully against all such applicable taxes, levies and duties which STS may be liable to pay in the performance of the Services. If the Client is subject to withholding tax obligations in relation to any payment to STS, STS shall be entitled to gross-up the fees payable so that STS Certification receives the full fees nett of all withholding taxes
4.3 Unless otherwise agreed in writing, prices quoted by STS shall include only the provision of the Services by STS. Any ancillary costs, expenses and charges (including but not limited to safe packaging and delivery of samples) shall be subject to mutual agreement between STS and the Client.
4.4 Unless otherwise agreed in writing, STS shall be entitled to issue its invoices to Clients in Singapore upon completion of each category of the Services, or monthly in arrears, whichever is earlier. The Client shall make payment of STS invoices within thirty (30) days of the date of such invoices.
4.5 For non-Singaporean Clients and unless otherwise agreed in writing, STS shall be entitled to issue its invoices monthly in advance of the commencement of the whole, or the relevant portion of the Services. STS reserves the right to refuse commencement of the whole or the relevant portion of the Services without incurring any liability at any time upon any instance of non-payment by the Client.
4.6 STS shall be entitled to suspend or terminate, without liability, the whole or part of the performance of Services upon non-payment of STS invoices, whether issued pursuant to these Terms or in accordance with the terms of the definitive agreement executed between STS and the Client. Upon such termination, the Client shall be liable to STS for all costs of works-in-progress, out-of-pocket expenses and non-cancellable commitments incurred, which shall be recoverable as damages if not promptly repaid to STS.
5.1 STS warrants that it will use all due care, and reasonable skill and good workmanship in performing the Services.
5.2 Save for the foregoing and unless otherwise agreed, STS hereby disclaims all other warranties, whether express or implied, regarding the Products, Services and/or Deliverables, including but not limited to the implied warranties of merchantability or fitness for any purpose arising from course of dealing or usage of trade.
5.3 The warranty provided by STS to the Client under these Terms shall be the sole and exclusive remedy of the Client with regard to STS’s performance of the Services.
5.4 The Client hereby warrants and undertakes that all representations, information, documents, accessories and directions provided to STS are true, correct and proper in all aspects and shall indemnify STS for all loss, expenses and damages (including attorney’s fees on a solicitor and client basis) incurred by STS arising from the performance of the Services caused by STS’s use and reliance on such representations, information, documents, accessories and directions of the Client.
6. Indemnity and Limitation of Liability
6.1 The Client shall fully indemnify and hold STS harmless against all loss, damages, costs and/or expenses, including attorney’s fees on a solicitor and client basis, and against all liabilities against third parties arising out of or in connection with STS’s provision of the Services to the Client, unless the same is solely caused by or attributable to any negligence or wrongful act of STS or its employees and representatives.
6.2 STS shall in no case be liable for any for any special, indirect or consequential loss or damage of any kind howsoever arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, and including under the indemnity obligations under this Contract. To the maximum extent permitted by applicable law, STS shall not be in any case liable to the Client for any other causes of action save for breaches of its obligations under these Terms. Save for the foregoing, any other causes of action and liabilities are hereby expressly excluded.
6.3 To the maximum extent permitted by applicable law, the total and cumulative liability of STS arising out of the provision of the Services shall in no case exceed a sum equivalent to the relevant price for the Services, paid by the client to STS. All of STS’s expenditures on account of any liability or obligation arising out of or in connection with the provision of the Services shall be added to determine when this limitation of liability is exhausted.
7. Confidentiality and Protection of Proprietary Information
7.1 STS shall take reasonable efforts to keep confidential any document provided by the Client and so marked as “confidential” or “proprietary”. Notwithstanding the aforesaid, STS shall not be liable to the organisation for any damages or loss suffered by the Client as a result of any breach of this provision save where such breach arises due to the wilful or grossly negligent act of STS or its representatives.
7.2 The foregoing provision shall not apply to information that is already known to STS prior to such disclosure by the Client, information obtained from third parties not subject to any obligation of confidentiality, information which is in the public domain otherwise than as a result of a breach of this provision, or was independently developed by STS without reference to such information disclosed by the Client.
7.3 The Client undertakes to STS to treat as confidential all information, whether commercial, financial, technical or otherwise, in any medium or format, which the Client receives from the STS, either directly or from any other person, which concerns the business, operations, customers or suppliers of STS and which (a) is marked as “confidential” or “proprietary”, (b) is identified in advance of disclosure by STS as being confidential, or (c) ought reasonably to be understood by the Client to be confidential.
7.4 The Client shall not make or authorise any public or private announcement or communication concerning the Services or refer to or use any business name or trade mark of STS in any promotional communications without the prior written consent of STS, which shall not be unreasonably withheld or delayed.
8. Use of STS Mark
8.1 Where, as a result of the provision of Services by STS to the Client, such Services entitles the Client to use the relevant STS Mark, such mark shall only be used in accordance with the restrictions set out by STS. Unless otherwise agreed in writing, such mark may only be used in conjecture with the Services provided by STS to the Client to establish the fact (and only to such extent) that such Services have indeed been performed.
8.2 Such mark shall only be used by the Client and shall always be used in conjunction with the Client’s name, certificate number (where applicable) and in connection with the process(es) provided in relation to the Services.
8.3 The mark shall not be directly applied on the Client’s products and their packaging or be associated with the Client’s products in such a way as to imply that such individual products are in any way associated with or related to STS, or the Services provided.
8.4 The Client shall discontinue immediately the use of the mark upon expiry of such timelines as STS may set or revocation by STS, or for whatever reason(s) as decided by STS in its sole discretion.
8.5 All materials including but not limited to letterheads and advertisement brochures containing the mark shall be submitted for STS’s written approval prior to their use and/or release to the public.
9.1 In addition to any right of lien to which STS may be entitled by law, STS shall be entitled to a general lien on all product(s)/equipment(s) submitted by the Client for the Services.
10. Governing Law
10.1 These Terms and the relevant definitive agreement for the provision of the Services shall be, unless otherwise agreed in writing, governed by and construed in accordance with the laws of the Republic of Singapore.
10.2 STS and the Client, unless otherwise agreed in writing, hereby submit themselves to the non-exclusive jurisdiction of the Singapore courts.
10.3 The United Nations Convention on Contracts for the International Sales of Goods (Vienna, 1980) is expressly excluded and shall not in any way apply to these Terms, the Services, and the relevant definitive agreement for the provision of the Services.