General Terms & Conditions for Purchasing of Goods & Services

This Purchase Order, together with any Schedules and other documents herein identified, constitutes the complete agreement of the parties (the “PO”) and shall constitute the entire and exclusive agreement between Fuji Bridex and the supplier identified herein (“Supplier”) with respect to the Products and/or Services (each as set forth in this PO and collectively, the “Work”) to be provided to Fuji Bridex by Supplier hereunder. Fuji Bridex objects to any additional or different terms Supplier's subsequent documents, and such terms shall not be binding. This PO may only be modified by a written in amendment, identified as such, signed by both parties.

• 1. Obligations

  Supplier will, when on Fuji Bridex premises or at Fuji Bridex direction on the premises of others, follow all safety, security and other requirements adopted for those premises (including any applicable drug and alcohol policy). Should Supplier need access to the property of Fuji Bridex in order to perform the Work, in consideration of being permitted upon the property of Fuji Bridex, where Supplier may be exposed to industrial activities, and to areas which otherwise may pose a risk of injury to person and property, Supplier, for itself, and any other legal or personal representative to the maximum extent allowed by law, releases, waives, and discharges Fuji Bridex, its agents and employees from all liability to Supplier, for any and all loss or damage on account of injury to Supplier's, or any of its subcontractors', personnel, employees, agents, representatives or their property, while Supplier or such persons are on, about or away from the property of Fuji Bridex performing Work for Fuji Bridex. Supplier hereby assumes full responsibility to the maximum extent allowed by law for the risk of personal injury, death, or property damage due to any conditions of the property of Fuji Bridex while Supplier is on the property of Fuji Bridex performing Work or performing Work for Fuji Bridex outside of Fuji Bridex property.

• 2. MSDS

  With regard to chemical substances or mixtures supplied hereunder, Supplier represents and warrants that: (a) it will promptly supply Fuji Bridex with material safety data sheets with respect to chemical substances and will promptly advise Fuji Bridex of any specification changes; (b) meets any chemical inventory regulations that apply in the country and (c) Supplier will continue to provide Fuji Bridex with an updated MSDS for at least 12 months after Fuji Bridex has ceased purchasing said chemical substance.

• 3. Shipment of Product

  Shipment of any Product or performance of any Service constitutes Supplier's acceptance of this PO.

• 4. Charges for Fulfilment of Error and Delay in Delivery

  • 4.1. The date of delivery is met if the ordered products are received or the ordered services are performed, in full, by Supplier within the agreed deadline at the receiving site indicated in the purchase order. Advance deliveries of products/provision of services or partial deliveries/partial provision of services require Fuji Bridex prior written consent.
  • 4.2. As soon as Supplier recognizes it will not be able to fulfil its contractual obligations, either in full or in part, or not within the stipulated timeframe, it must notify Fuji Bridex in writing. The notice must state both the reason(s) for the delay and the predicted delay in time of delivery/time of performance. Any acceptance by Fuji Bridex of a delayed or partial delivery of products/provision of services shall by no means constitute a waiver of any rights or claims of Fuji Bridex due to late or partial delivery of products/provision of services.
  • 4.3. Without prejudice to Fuji Bridex any other rights to claim further damages or to terminate from the contract, in case of delay in delivery of products or in provision of services, Fuji Bridex has the right to claim a penalty which equals two percent (2%) of the order value per each week of delay. In case of Quality issue, Fuji Bridex has the right to claim a minimum penalty of 10% of the PO value or case.

• 5. Fixed Prices

  Supplier will not charge Fuji Bridex miscellaneous fees including (but not limited to) handling, packing, crating, drayage, storage, and restocking without Fuji Bridex prior written consent.

• 6. Adjustment in Price

  Fuji Bridex by written order may make changes in the specifications, drawings, formulation, or components relating to this order, the place and time of delivery and the method of shipment or packing. If such changes reasonably cause a variance in the cost of furnishing the items covered hereby, an equitable adjustment in price or time shall be negotiated promptly and the order modified in writing accordingly. Any claim by Supplier for adjustment in price or time must be asserted in writing within 10 days from receipt by Supplier of the change notice. Failure of Supplier to notify Fuji Bridex of an increase in price or time shall constitute Supplier's agreement to perform such changes or other modifications without increase in price or time.

• 7. Payment Terms

  Fuji Bridex Payment Term is as stated in the PO, after receiving and approval of invoice. All local, state and sales or use taxes, when applicable, shall be stated separately on Supplier's invoices. Supplier shall be solely responsible for the payment of all local, state, and sales or use taxes. Supplier shall show all applicable cash discounts on all invoices. Supplier agrees that the period during which a cash discount will be available to Fuji Bridex will be computed from the date that Fuji Bridex receives the goods purchased or the invoice for the goods, whichever is later. Title to the Work shall pass upon delivery to and acceptance by Fuji Bridex. Supplier is responsible for its own costs associated with meeting the above requirement. Subject to applicable law and unless otherwise agreed in writing between the Parties, Fuji Bridex's payment terms are sixty (60) days from Fuji Bridex's receipt and approval of a properly submitted invoice, plus end of the month. No invoice may be issued before delivery of the goods or performance of the services.

• 8. Competitive Offer

  If Fuji Bridex receives a competitive offer to purchase substantially similar products and/or services at overall terms more favourable than the terms in effect hereunder, Fuji Bridex and Supplier shall discuss the matter and if agreement is not reached within five (5) calendar days, then, at Fuji Bridex option, Fuji Bridex shall be released from its obligations, if any, under this PO including for the price, volume, term and sites specified in said supplier offer.

• 9. Offer Most Favourable Prices

  Supplier represents and warrants that, during the term of this Agreement, it will sell Products and/or Services to Fuji Bridex at the lowest or most favourable price it offers product and/or services of the same or similar quality to any other purchaser.

• 10. Liability and Warranty

  • 10.1. Each party represents and warrants that its respective performance under this PO, including in the case of Supplier the design, manufacture, packaging, shipment or other treatment of any Products or performance of any Services, shall be in compliance with any and all applicable state and local laws, rules, regulations and executive orders for all applicable jurisdictions in which the Products and/or Services are produced, provided, received and/or used, including, but not limited to, all applicable environmental laws, all applicable labour laws and all applicable corruption acts. Supplier agrees to provide Fuji Bridex with any reasonable assistance required for Fuji Bridex compliance with this Section. Supplier now has and will maintain in full force and effect during the term of this PO all permits, authorizations and the like required for the manufacture, handling, storage and disposal of the raw materials and Products and the performance of the Services hereunder.
  • 10.2. Prior to storing, processing, or handling materials belonging to Fuji Bridex, Supplier represents that it shall take such measures as are appropriate to ensure that the equipment to be used therefore is clean, safe, sound, and otherwise adequate
    • 10.2.1. to prevent any casualty regarding such goods,
    • 10.2.2. to prevent any contamination, deterioration, loss, or escape thereof and
    • 10.2.3. to accomplish the storage, handling, processing, transportation, and delivery thereof as required of Supplier by this PO.
  • 10.3. Supplier represents and warrants the Work will:
    • 10.3.1. meet the specifications set forth in this PO and in Supplier's literature or otherwise agreed by the parties;
    • 10.3.2. be free from all defects in design, workmanship and materials;
    • 10.3.3. be of merchantable quality;
    • 10.3.4. be fit for a particular purpose if specifically set forth in this PO;
    • 10.3.5. be transferred with good title free from all third-party interests including (but not limited to) patent and copyright infringement and misuse of trademarks and trade secrets; and
    • 10.3.6. be performed in a professional and workmanlike manner.
  • 10.4. Warranties set forth in this clause shall apply the default will be the earlier of:
    • 10.4.1. eighteen (18) months from the delivery date;
    • 10.4.2. the date that is twelve (12) months from commercial or operational use of the Products by Fuji Bridex.
  • 10.5. Supplier agrees that it will notify Fuji Bridex in writing immediately upon the occurrence of any event which would render the covenants, representations, and warranties herein incorrect.
  • 10.6. Tools, dies, moulds and patterns of all kinds manufactured or purchased for Fuji Bridex and held by Supplier for making Buyer's parts must be repaired, renewed, and fully insured by Supplier against possible loss or damage and, to the extent feasible, Supplier shall mark or otherwise appropriately identify such items as Fuji Bridex property. Supplier shall protect and indemnify Fuji Bridex from any loss or damage to such items. The reasonable cost of changes in such items necessary to effect design or specification changes ordered by Fuji Bridex shall be paid by Fuji Bridex. Fuji Bridex may take possession of and title to any such items that are special for the production of Fuji Bridex parts and goods covered by this order upon Fuji Bridex demand and payment to Supplier of the unamortized cost thereof; provided, however, no further payment to Supplier shall be required if Fuji Bridex previously paid for or reimbursed Supplier for the reasonable cost of the items.

• 11. Confidentiality and Ownership

  • 11.1. Supplier will maintain in confidence for 5 years and not misuse or improperly disclose to others any Fuji Bridex confidential or proprietary information disclosed to Supplier in conjunction with this PO including (but not limited to) all information, including, but not limited to, formulas, know how, processes, customer lists, cost and pricing information, marketing information and strategies, financial information, drawings, materials, products, equipment or apparatus, technology, and technical information disclosed or delivered by one party to the other party or arising from the performance of this contract (collectively, "Confidential Information") must be treated by the receiving party as confidential and proprietary information. None of the Information may be
    • 11.1.1. used by the receiving party for any reason other than to assist it in the performance of its obligations under this contract, or
    • 11.1.2. disclosed by the receiving party to any third party. The receiving party must use all reasonable efforts to safeguard the Confidential Information, but under no circumstance may the receiving party use safeguards that are less rigorous than the safeguards the receiving party employs to protect its own confidential information. The receiving party may disseminate the Confidential Information to its employees and agents but only to the extent those employees and agents have a need to know the Confidential Information to assist the receiving party in the performance of this contract. The receiving party must advise and inform its employees and agents of its obligations under this clause and require that those employees and agents abide by the receiving party's obligations. Upon either party's request (or immediately, upon the expiration or termination of this contract), the other party must promptly return all Confidential Information to the requesting party, including all copies, notes and extracts regarding the Confidential Information.
  • 11.2. The restrictions above do not apply to information which
    • 11.2.1. was known to the receiving party prior to the receipt of that information from the disclosing party;
    • 11.2.2. was patented or otherwise in the public domain at the time of disclosure by the disclosing party to the receiving party, or subsequently enters the public domain through no breach of this contract;
    • 11.2.3. was obtained by the receiving party from a third party who was under no duty of confidentiality to the disclosing party;
    • 11.2.4. can be proven, by written records, to have been independently developed by the receiving party without the aid, application or use in any way of information, material or assistance obtained from the disclosing party pursuant to this contract. In the event the receiving party is required by judicial or administrative process to disclose the Confidential Information, where legally permissible, the receiving party shall promptly notify the disclosing party and in writing of such requirement to allow intervention by the disclosing party (but in any event prior to the disclosure), and uses its best efforts to cooperate with the disclosing party to contest or minimize the scope of the disclosure (including application for a protective order), and limits such disclosure to the party entitled to receive the Confidential Information and to the scope of the legal requirement.
  • 11.3. All objects, samples, models, drawings etc. which will be handed over to Supplier remain the ownership of Fuji Bridex.

• 12. Changes

  Supplier shall give sufficient prior notice to Fuji Bridex of any change(s) in raw materials, specifications, manufacturing processes, manufacturing locations, or test methods for mutual assessment of the probable effect on Fuji Bridex process or product performance.

• 13. Cancellation

  Fuji Bridex may cancel all or any part of the undelivered portion of this order at any time and from time to time without cause and subject to a reasonable notice period. In such event, cancellation charges will be limited to Supplier's actual incurred costs to cancellation date plus reasonable profit. Upon such settlement, all materials, special tools, and work in process will become the property of Fuji Bridex.

• 14. Third Party Rights

  • 14.1. If Work is delivered directly to a third party, then such third party shall have the same warranty and inspection rights as Fuji Bridex.
  • 14.2. Notwithstanding other legal claims, Supplier shall indemnify Fuji Bridex against any liabilities, damages, losses (including but not limited to any direct, indirect, immaterial, and consequential losses), and reimbursement of expenses suffered or incurred by Fuji Bridex as a result of any claim made against Fuji Bridex by a third party arising or in connection with the delivery of goods or performance of the services or as a result of the infringement by Supplier of its contractual obligations. More extensive legal rights of Fuji Bridex remain unaffected.

• 15. Indemnification

  Supplier will indemnify, defend, and hold Fuji Bridex and its shareholders and affiliates, and their agents, employees or representatives harmless against all damages, losses, liabilities, claims, proceedings, costs and expenses (including attorneys' fees) arising out of or related to

  • 15.1. Supplier's breach of any of these terms and conditions,
  • 15.2. defects in the Work,
  • 15.3. a claim that manufacture, sale or use of the Work infringes any patent, trade secret or intellectual property right,
  • 15.4. all claims of Supplier's employees, agents, representatives, subcontractors and persons under their control, to the extent permitted by applicable law, or
  • 15.5. Supplier's acts or omissions except, with respect to this clause
  • 15.6. to the extent caused by the negligence of Fuji Bridex.

• 16. Rejection

  Fuji Bridex reserves the right to inspect and reject nonconforming Work. Payment for the Work will not constitute acceptance by Fuji Bridex. Supplier will not replace nonconforming Work without Fuji Bridex prior consent. Work is also subject to inspection and testing at Supplier's plant.

• 17. Force Majeure

  Time is of the essence in performing this PO. “Force Majeure Event” means any of the events or circumstances described in clauses below that are beyond the control of an affected party and which prevents the performance of any of the affected party's obligations under this PO after that party has taken every reasonable step, including reasonable expenditures of money, to remedy the impact of the event:

  • 17.1. Events or circumstances that may give rise to a Force Majeure Event are limited to the following:
    • 17.1.1. earthquakes, hurricanes, fires, storms, tidal waves, floods or other physical natural disasters;
    • 17.1.2. acts of war (whether declared or undeclared), terrorism, riot, civil war, blockade, insurrection or civil disturbances;
    • 17.1.3. acts of a governmental entity, agency or other local authority that prevent or make unlawful a party's performance under this Agreement;
    • 17.1.4. strikes or labour disputes at the national level, but excluding any strike or dispute which is specific to the performance of this PO; and
    • 17.1.5. pandemic or any other occurrence beyond the reasonable control of such party.
  • 17.2. The parties confirm that Force Majeure Events do not include any of the following events or circumstances:
    • 17.2.1. the mere shortage of or inability to obtain labour, equipment, materials or transportation which is not itself caused by a Force Majeure Event;
    • 17.2.2. the insolvency or change in economic circumstances of the affected party and
    • 17.2.3. change in market conditions. Subject to compliance with this Section, neither party is liable for any delay in performing or failure to perform its obligations under this PO (excluding indemnification obligations and the obligation to pay undisputed invoices) if and to the extent that the delay or failure is caused by a Force Majeure Event. A party is excused from its performance obligations that are prevented by a Force Majeure Event for as long as the Force Majeure Event continues. If a party seeks relief from its obligations to perform under this PO, it shall give prompt notice to the other party, which must include all of the following information:
      • 17.2.3.1. the event that the party considers constitutes a Force Majeure Event and its likely effect on the performance of obligations under this PO;
      • 17.2.3.2. an estimate of the duration of the Force Majeure Event; and
      • 17.2.3.3. the actions being taken (or proposed to be taken) to satisfy this Section; make all reasonable efforts, including expenditure of money, to overcome the Force Majeure Event and to mitigate its effects; if the Force Majeure Event continues, give periodic notices with a frequency as directed by Fuji Bridex; and give the other party prompt notice of the conclusion of the Force Majeure Event and resume performance of this PO as soon as reasonably possible after its conclusion. Fuji Bridex has no obligation to make payments to Supplier under this PO which Supplier is unable to perform because of a Force Majeure Event. If there are product shortages due to a Force Majeure Event, Supplier will allocate Product in such a manner that ensures Fuji Bridex at least the same proportion of Supplier's total output of Product as was purchased by Fuji Bridex prior to such force majeure. In the event of non-delivery, Fuji Bridex may procure the Product from third parties and/or may terminate this PO in whole or in part.

• 18. Termination

  In addition to each party's rights and remedies under this PO, together with all rights and remedies available under the law, if a party breaches any of its obligations under this PO, and does not remedy such breach within thirty (30) days following written notice from the other party, then the non-breaching party may terminate this PO or, in the case of Fuji Bridex, may (i) reject any Product related to such breach and (ii) obtain Products and services related to such breach from other sources and/or (iii) terminate this PO.

• 19. Assignment

  Except for a transfer of all or substantially all of the business to which this PO applies, neither party may assign, delegate, or transfer (including by sales of ownership, merger or change in control) its rights or duties under this PO without the prior written consent of the other party; except that Fuji Bridex may assign, transfer, deliver or otherwise transfer this PO and its rights and obligations hereunder to any Fuji Bridex Affiliate (as defined below) without such consent. The benefits and obligations of this PO shall inure to and be binding upon successors and assigns.

• 20. Retention

  Fuji Bridex may set-off from any amount due Supplier the amount of any reasonable claim Fuji Bridex may have against Supplier.

• 21. Insurance

  Supplier shall provide a policy or policies of insurance in form and in coverage amounts satisfactory to Fuji Bridex insuring all Fuji Bridex property on Supplier's premises, including, without limitation, any special tools, dies, patterns, other manufacturing aids, or replacements thereof, against loss or damage resulting from fire (including extended coverage), accident, malicious mischief, and vandalism. Supplier shall place and maintain such policies of general liability and product liability insurance with limits of at least $2million per occurrence and $5 million in the annual aggregate and other insurance as may be necessary to protect Fuji Bridex and its employees and agents against any and all claims for damages arising by reason of personal injury or death proximately caused by the goods or services supplied hereunder by Supplier or its employees or agents. Promptly upon Supplier's receipt of Fuji Bridex request, Supplier shall provide Fuji Bridex a certificate of insurance evidencing such coverages, waiving any right of subrogation in favour of Supplier against Fuji Bridex and naming Fuji Bridex as an additional insured and/or loss payee and stating that such insurance is primary and non-contributory as regards to any insurance carried by Fuji Bridex. Supplier shall notify Fuji Bridex within twenty (20) business days after any reduction, denial or termination of coverage or claim against such policies. Supplier shall require its insurance carriers to furnish insurance certificates to Fuji Bridex annually upon renewal if shipments or performance hereunder extends for more than one (1) year after the date hereof.

• 22. Invention

  With respect to inventions made by Supplier in the performance of this PO, Supplier hereby grants to Buyer a permanent, paid up, and irrevocable non-exclusive license, to make, have made, use, and sell devices or material incorporating or made through use of such inventions. If, however, such inventions result from research and development work performed by Supplier for which work Fuji Bridex pays Supplier, either directly or indirectly, such inventions shall be deemed to be “work for hire” and Supplier hereby assigns to Fuji Bridex all right, title and interest in and to such inventions and will assist Fuji Bridex, at Fuji Bridex expense, in securing United States and foreign patents with respect thereto, including the execution of all necessary documents. With respect to any improvements to Supplier's products resulting from Fuji Bridex efforts or the inclusion of any Fuji Bridex technology into any of Supplier's products, such resulting improved Supplier product shall be jointly owned by Fuji Bridex and Supplier.

• 23. Divested Entity

  If Fuji Bridex divests itself of an operating division or other component of its business (the “Divested Entity”), by sale or otherwise, Fuji Bridex may, at its sole option: i) assign or transfer to the Divested Entity, in whole or in part, the volume(s) and pricing hereunder for the Products, if the applicable product(s) is/are used by that Divested Entity as of the effective date of the divestiture. Fuji Bridex's obligation(s) with respect to any volume of Product assigned or transferred to the Divested Entity shall terminate, and Fuji Bridex shall not be responsible for such volume(s) or the Divested Entity's use of or obligations related to such Products, including the payment for and receipt of such Products. Fuji Bridex shall retain any volume(s) and pricing not assigned or transferred to the Divested Entity and any transfer to the Divested Entity shall not affect any other right or obligation under this PO nor the terms and conditions contained herein; or ii) Fuji Bridex may purchase the Products and provide them to the Divested Entity for a transition period not to exceed two (2) years from the effective date of the divestiture.

• 24. Corporate Social Responsibility

  Supplier must conform to ethical practices in the hiring and treatment of all employees. Supplier's employees must be allowed to enter into employment voluntarily and no indentured labour may be used. All of Supplier's employees must be at least the local legal age and above the oldest compulsory school age. Supplier should respect the rights of employees as allowed in regional regulations and ensure that working hours and remuneration are fair and comparable to similar companies complying with all local laws. Supplier must provide a safe and healthy environment for its employees complying with all relevant health and safety laws and provide adequate safety equipment and training.

• 25. Equal Opportunity Employer

  Fuji Bridex is an equal opportunity employer and contractor or subcontractor. Consequently, the parties agree to prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, colour, religion, sex, sexual orientation, gender identity or national origin. These require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, colour, religion, sex, sexual orientation, gender identity, national origin, or disability.

• 26. Dispute and Resolution

  The Parties will attempt in good faith to resolve all disputes, disagreements or claims between the Parties relating to the Agreement within thirty (30) days from the date of either Party’s written notice given to the other. The preferred method of determination of unresolved disputes shall be by amicable discussion and resolution by the Parties' senior management level. If the Parties cannot resolve the dispute themselves within thirty (30) days of the initial notice of the dispute given by either Party, each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Singapore Courts and its appellate courts and waives any right to object to proceedings being brought in those courts for any reason, notwithstanding third-party notices or impleaders, multiple defendants and interim/summary proceedings.

• 27. Other Provisions

  The Agreement shall be ruled by local legislation in force at the place of issuance of the PO and the courts of the Capital of the Country have been chosen to resolve any conflicts arising from the Agreement, and any other venue is hereby excluded however privileged it may be. The remedies set forth in this PO will be cumulative and additional to any other remedies allowed in law or in equity. No waiver of a breach of any of these terms and conditions will constitute a waiver of any other breach. Notice and other correspondence related to this PO shall be in writing directed to the titles and addresses stated in the front page. Supplier is an independent contractor and not an agent or employee of Fuji Bridex. Supplier agrees to bring any claim arising out of or relating to this PO within 30 days of becoming aware of such claim and thereafter any such claim is hereby waived and released.