GENERAL TERMS AND CONDITIONS
1.1 In the Contract, each of the following terms has the following meaning:
(a) "Affiliate" means, in relation to an entity, a Subsidiary of that entity or a Holding Company of that entity or any other Subsidiary of that Holding Company;
(b) "Affiliated Corporation" means a related corporation of PSA as nominated by PSA in writing for the purpose of the Contract;
(c) "Contract" means the General Conditions, the Specific Conditions, the instructions to bidders, the specifications (where applicable), the Tender, Letter of Acceptance and/or the Purchase Order (as the case may be), any attachments thereto, the Contractor’s Proposal and such other letters and documents as the parties may expressly identify in writing and agree as forming part of the contract;
(d) "Contractor" means the party to whom PSA has issued the Letter of Acceptance pursuant to the Contractor’s Proposal;
(e) "Contractor’s Proposal" means the proposal(s) submitted (in response to the Tender) by the Contractor including any variations thereof as agreed between the parties;
(f) "Contract Price" means the total sum payable by PSA to the Contractor under the Contract;
(g) "Contract Sum" means the purchase price or total sum of the purchase price of the items respectively set out in the Letter of Acceptance;
(h) "Contractor Group" means the Contractor and its Affiliates;
(i) "Designated Names and Logos" shall mean the name "PSA", the PSA logo, any other name and logo designated by PSA, as well as the name/s and/or logo/s of any person designated by PSA;
(j) "General Conditions" means the terms and conditions contained herein;
(k) "Goods" means all goods, including parts or units thereof, which the Contractor is required to supply under the Contract (if any);
(l) "Holding Company" means, in relation to an entity, any other entity in respect of which it is a Subsidiary;
(m) "Letter of Acceptance" means the letter issued by PSA to the Contractor, accepting the Contractor’s Tender and Contractor’s Proposal in providing the Goods, Services and/or Works (as the case may be);
(n) "Personal Data" has the meaning set out in the Singapore Personal Data Protection Act 2012;
(o) "Personal Data Protection Act" means the Personal Data Protection Act 2012 (No. 26 of 2012) of Singapore and includes any provision thereof as from time to time modified or re-enacted;
(p) "PSA" means PSA Corporation Limited and its legal successors in title and assignees;
(q) "PSA’s Premises" means any property owned or operated by PSA or any of its subsidiaries;
(r) "PSA Property’ means any property owned or under the care and custody of PSA or any of its subsidiaries;
(s) "Purchase Order" means the purchase order issued by PSA to the Contractor upon the acceptance of the Contractor’s Tender and Contractor’s Proposal (where necessary) in providing the Goods, Services and/or Works (as the case may be);
(t) "Related Corporation" shall have the meaning given to that term in section 6 of the Companies Act of Singapore (Cap. 50);
(u) "Services" means all or any of the services to be provided by the Contractor to PSA under the Contract;
(v) "Specific Conditions" means the terms and conditions, depending on the type and nature of procurement request, which shall be specifically referred to and as provided within, and forming as part of, the Contract.
(w) "Subsidiary" means any entity directly or indirectly controlled by another entity, for which purpose "control" means either ownership of more than fifty per cent. (50%) of the voting share capital (or equivalent right of ownership including where the voting share capital may have been transferred by way of security or is otherwise held by a nominee) of that company or entity, or power to direct its policies and management, whether by contract or otherwise;
(x) "Tender" means PSA’s invitation to treat in relation to the performing and/or delivering of the Goods, Services and/or Works (as the case may be) to PSA; and
(y) "Works" means all or any portion of the works to be executed for PSA, in accordance with the Contract and unless otherwise stated shall include all material, fittings, apparatus, tools and equipment required for the Contractor’s performance of its obligations under the Contract.
1.2.1 The headings of the provisions of the Contract are inserted only for reference and the convenience of the parties and do not define, limit or enlarge the meaning, interpretation or scope of the provisions.
1.2.2 The several documents or other modes of communication forming the Contract shall be taken as mutually explanatory of one another and unless expressly provided otherwise in the Contract, the Specific Conditions shall prevail in the event of any contradiction or inconsistency between any Specific Conditions and any General Conditions.
1.2.3 All applications, orders, instructions, notices, requests, descriptions, directions, declarations, permissions, consents and other communication required or permitted under the Contract to be made or given to PSA shall be made or given in writing or by such other mode as may be accepted by PSA.
1.2.4 References to any law or regulation shall be construed as those as amended, modified, re-enacted or replaced from time to time.
1.2.5 PSA RESERVES THE RIGHT TO REVIEW, REVISE, AMEND OR REPLACE ALL OR ANY PART OF THESE GENERAL CONDITIONS AND/OR THE SPECIFIC CONDITIONS FROM TIME TO TIME WITHOUT NOTICE. THE PREVAILING VERSION OF THESE GENERAL CONDITIONS APPLICABLE FROM TIME TO TIME MAY BE FOUND ON WWW.SINGAPOREPSA.COM AND SPECIFIC CONDITIONS APPLICABLE SHALL BE PROVIDED IN THE CONTRACT.
2 Formation of Contract
2.1 PSA shall notify the Contractor of its acceptance of the Contractor's Proposal by issuing a Letter of Acceptance or a Purchase Order. The Letter of Acceptance or Purchase Order shall be effective on the date as indicated on the Letter of Acceptance or Purchase OrderAnd Where such document is sent by facsimile or other electronic media, it shall be binding once it leaves PSA's information system.
2.2 PSA’s acceptance of the Contractor’s Proposal shall constitute a binding contract upon the terms and conditions and stipulations contained in this Tender.
2.3 The Contractor shall be obliged to complete and execute the acknowledgement form on the duplicate copy of the Letter of Acceptance and to return the form to PSA within ten (10) days from date of the Letter of Acceptance.
3.1 The Contractor hereby warrants that:-
(a) that all Goods, Services and/or Works (as the case may be) supplied to PSA pursuant to the Contract shall be of satisfactory quality, fit in all respects for the purpose(s) intended by PSA and free of material defects in workmanship and material under normal use and service;
(b) PSA shall acquire good and clear title to the Goods, free and clear of all liens and encumbrances created thereunder;
(c) it shall supply all Goods, Services and/or Works (as the case may be) to PSA with due care and diligence and in accordance with any other guidelines as may be notified by PSA to the Contractor from time to time;
(d) all Goods supplied by the Contractor do not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy and do not violate any law, statute, ordinance or regulation and will not cause PSA to violate any applicable law, statute, ordinance or regulation in any jurisdiction; and
(e) it has, under its constitutive documents, the capacity and power to enter into any Contract with PSA.
3.2 The Contractor undertakes to make good or replace any defects from the date of acceptance of Goods, Services and/or Works (as the case may be) or any other period as agreed between the parties, and thereafter for any latent or patent defects. This service, all parts and spares required for maintenance, repair, labour, replacement, delivery and all related costs and expenses shall be borne by the Contractor or in the event where such replacement or repairs cannot be effected, provide an abatement of the Contract Price.
4 Access to PSA Premises
4.1 The Contractor shall be responsible for obtaining PSA passes for itself as well as his servants or agents for entry into PSA Premises. The PSA pass is obtainable from the PSA Pass Centre, 7B Keppel Road, #01-28 Tanjong Pagar Complex, Singapore 089055. The Contractor shall be responsible for payment of all fees and charges (if any) imposed by PSA from time to time for entering PSA Premises.
5 Delivery, Inspection and Acceptance
5.1 All Goods, Services and/or Works (as the case may be) shall be subject to the inspection and/or testing by PSA in accordance with the method as determined by PSA.
5.2 Should PSA determine that the Goods, Services and/or Works (as the case may be) are unacceptable, PSA may at its sole discretion:-
(a) require the Contractor to deliver replacement or to make necessary repairs to such Goods, Services and/or Works (as the case may be), at no cost to PSA, within the period specified by PSA. If the Contractor is not able to do so, PSA may cancel the whole order or such part thereof under the Contract, and the Contract Sum shall be adjusted accordingly. In any event, the Contractor shall not be entitled to make any claim against PSA in relation to such cancellation;
(b) require the Contractor to remove, at the Contractor’s cost, the rejected Goods or Works (as the case may be) from PSA Premises; or
(c) accept such Goods, Services and/or Works (as the case may be) which have slight defect(s) in return for an abatement in the Contract Price, such price abatement to be mutually agreed.
5.3 Clearance at Tanjong Pagar Terminal Gate 1 by Immigration & Checkpoints Authority (ICA)
(a) All ship spares, supplies and non-Customs goods (equipment, tools, etc) declared under “Re-Entry of Goods” and exiting Tanjong Pagar Terminal, Keppel Terminal or Brani Terminal are to be cleared at Tanjong Pagar Terminal Gate 1 (TPTG1) Lane 12A, manned by AETOS Auxiliary Police (AETOS) and ICA cabin 9. After TPTG1 ICA’s operating hours from 2200 to 0800hrs on Sundays and Public Holidays, all ship spares, supplies and non-Customs goods declared under “Re-Entry of Goods” shall be cleared at TPTG1 Lane 12A, manned by AETOS.
(b) Empty vehicles can exit via either TPTG1 or Brani Terminal Gate 2.
6 Price and Payment
6.1 The Contract Price shall be in the currency stated in the Tender (or in the absence such statement, in Singapore Dollars). No adjustments shall be allowed for fluctuations in exchange rates or variations in cost of materials, labour or any other factors affecting such price.
6.2 PSA will make payment for the Goods, Services and/or Works (as the case may be) delivered to PSA’s satisfaction and acceptance, within thirty (30) days from the date of receipt of the Contractor’s invoice, provided that PSA does not dispute as to the description and/or the amount stated in the Contractor’s invoice and no payment shall be considered as evidence of the quality of the Goods, Services and/or Works (as the case may be) to which such payment relates nor shall it relieve the Contractor from responsibility in relation to the proper execution of the Contract hereof. In the event where upon the date of receipt of the Contractor’s invoice that PSA wishes to dispute as to the description and/or the amount, the Contractor agrees that PSA shall be allowed to withhold any such payments due to the Contractor until such dispute is thereby resolved.
6.3 All taxes, duties and charges imposed by any government authorities on the sale, shipment or delivery of Goods and/or the provision of Services or Works (as the case may be) specified therein, in the country of origin and/or country of purchase shall be borne by the Contractor.
6.4 The Contract Price shall be deemed to cover all costs, overheads, profits and include delays, standby, shifting and idling of equipment due to whatsoever causes for the proper execution and satisfactory completion of the Services and/or Works (as the case may be).
6.5 The Contractor agrees PSA will not bear any additional costs incurred by the Contractor in supplying the goods due to any reason whatsoever. Payment by PSA to the Contractor of the invoiced value shall not relieve the Contractor from responsibility in relation to the proper execution of the Contract.
6.6 Where PSA is entitled under the Contract or otherwise to recover any sum or damages from the Contractor or is required to deduct or withhold any sum or account of taxes (including income tax), contributions or penalties or interest, such sum may be deducted, withheld, retained or set off without interest from any sum then or subsequently due from PSA to the Contractor under the Contract or otherwise or may be recovered from Contractor as a debt, as PSA may choose, without prejudice to any claims or rights which PSA may have against the Contractor and without constituting any admission by PSA as to the performance of the Contractor's obligations hereunder nor relieve the Contractor from its obligations and liabilities under the Contract.
6.7 The Contractor shall send their original invoices to the following address. The Contractor shall indicate the Purchase Order number on all invoices.
Assistant Vice President (Accounting Services)
PSA Corporation Limited
460 Alexandra Road
#35-00, PSA Building
7 Set Off
7.1 If the Contractor or any of its Related Corporation owes any amount to PSA under the Contract or to any of its Related Corporation, PSA shall be entitled (but not obliged) to:
(a) set off that amount against any amounts PSA owes to the Contractor under the Contract; or
(b) invoice the Contractor for that amount, in which case the Contractor must pay each invoice within thirty (30) days from the date that the invoice is received by the Contractor.
8 Intellectual Property Rights (to the extent applicable as indicated in the Specific Conditions)
8.1 All intellectual property rights, including patents, copyrights, trademarks, service marks, trade secrets and all other proprietary rights whatever in or related or ancillary to any information, designs or document, article, process or invention or any other thing provided by PSA to the Contractor, its servants or agents in connection with the Contract shall remain vested in and be the absolute property of PSA at all times, and PSA shall be entitled to effect and be responsible for securing such protection of such information, designs or document, article, process or invention in any way as it may see fit.
8.2 The Contractor shall not be entitled to use any part of PSA’s intellectual property rights, including but not limited to using the Designated Names and Logos on any of its documentary materials, trucks or other vehicles.
8.3 The Contractor warrants and represents that all information, goods or services provided and all things done by the Contractor under the Contract does not infringe any intellectual property rights of any third party, and it owns or has all necessary rights to grant the rights contemplated hereunder. Should a third party claim that PSA’s use of such information, goods or services infringes its intellectual property rights, the Contractor shall fully indemnify PSA against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with such claim.
8.4 The Contractor shall:
(a) promptly and fully notify PSA of any actual threatened or suspected infringement or third party claim on any of PSA’s intellectual property rights which comes or, in PSA’s opinion, should have come to the Contractor’s notice;
(b) at the request of PSA do all such things as may be reasonably required at its own expense to assist PSA in taking or resisting any proceedings in relation to any infringement or claim referred to in clause 8.4(a);
(c) not cause or permit anything which may damage or endanger any intellectual property rights of PSA or PSA's title to it or to assist abet allow or tolerate others to do so;
(d) not remove, suppress or modify in any way any proprietary marking, including any trade mark or copyright notice, in any information, document or other material provided by PSA to the Contractor and to incorporate such proprietary markings in any copies of such information, document or other material; and
(e) not register or cause to be registered, directly or indirectly, any patent, trademark, service mark, trade name, company name, internet domain name or other proprietary or commercial right that is identical or confusingly similar to the intellectual property rights of PSA whether in the English language or any other language.
8.5 The Contractor shall fully indemnify and save PSA harmless from and against all claims, proceedings, damages, costs and expenses which may be brought or made against PSA by reason of any breach by the Contractor of any part of this clause, or any infringement or alleged infringement of the intellectual property rights of PSA or any other third party, caused directly or indirectly by the Contractor in connection with the performance of the Contract.
8.6 All royalties and fees claimable by or payable to any person, firm, corporation, the government, or any other party, for use of or in connection with any copyright, invention, patent, registered design or other intellectual property rights necessary for purposes of the Contract, and whether or not already paid by the Contractor, shall be deemed to have been included in the Contract Price.
9 Performance Bond (to the extent applicable as indicated in the Specific Conditions)
9.1 A performance bond shall be issued by a bank having an office and licensed to carry on banking business in Singapore and in such form which is acceptable to PSA; or by an insurance company registered to carry on insurance business in Singapore as insurer, and in such form which is acceptable to PSA, as stipulated in the terms of the Contract (and if there is an option, there shall be a separate performance bond covering the optional quantity/quantities) free of interest, payable immediately on demand and in the form as specified by PSA, shall be given to PSA by the Contractor within fourteen (14) days of the date of acceptance of the Letter of Acceptance and/or Purchase Order (as the case may be) in respect of all of Contractor’s liabilities under the Contract and for the due performance by the Contractor of all their obligations under the Contract and faithful compliance with all of the terms and conditions of Contract.
9.2 The performance bond shall be effective from the commencement date of the Contract and shall continue to be in force for the duration of the Contract i.e. until the specified delivery date or the last of such date if delivery is in stages and including any extension of the Contract period plus a period of twelve (12) months covering the warranty period (if applicable or otherwise specified) plus a further period of six (6) months after the expiry of the said warranty period (if applicable or otherwise specified) with extensions if required until all of the Contractor’s obligations under the Contract are fully discharged.
9.3 In the event that the performance bond is not received by PSA within the given deadline, PSA may withhold any payments due to the Contractor until the receipt of the performance bond by PSA.
10 Insurance (to the extent applicable as indicated in the Specific Conditions)
10.1 Without prejudice to any of its liabilities under the Contract, the Contractor shall, on or before the commencement of the Contract, and for so long as the Contract shall remain in force, insure itself fully with a reputable insurer approved by PSA against all risks and liabilities relating to the operations and the provision of the Services under the Contract and/or any other insurance policies as may be stipulated in the terms of the Contract.
10.2 If the Contractor shall fail to obtain and produce the insurance policies required under this clause to PSA by the date stipulated in the Letter of Acceptance and maintain such policies from the commencement of the Contract and furnish PSA with written evidence (e.g. premium receipt) of the same upon request, no work shall commence without the submission of the insurance policies. PSA may also withhold payment of any sums due to the Contractor and/or terminate the Contract forthwith by notice in writing to the Contractor.
10.3 The Contractor is required to seek PSA’s consent and approval prior to making any change to the insurance policy.
11 Liability and Indemnity
11.1 The Contractor shall be fully responsible for all losses, damage to properties, PSA Property injuries (fatal or otherwise) or for any consequential or indirect loss arising from, caused by or in any way connected with the acts defaults, omissions or negligence of the Contractor, its agents, servants and sub-contractors. PSA shall be exempted from all liabilities for any loss, injury and/or damage arising from, caused by or in any way connected with the Contractor's performance of the obligations under the Contract and the Contractor shall indemnify save and defend and hold PSA harmless at all times in all respects of liabilities relating thereto and from any penalties, costs, expenses, claims, demands and proceedings which may be made against PSA in respect thereof or which PSA may incur by reason of or for anything in any way connected with the Contract.
11.2 The Contractor, its agents, servants and sub-contractors and property belonging to them enter or are on PSA Premises at their own risk. PSA shall under no circumstances whatsoever be liable to the Contractor, its agents, servants and sub-contractors for injuries suffered by them (fatal or otherwise) or any loss or damage to their properties whether or not arising directly or indirectly from the acts, omissions, defaults, negligence of PSA their servants or agents and the Contractor shall indemnify, defend and save PSA harmless from and against all demands claims, action, proceedings in respect hereof.
11.3 The Contractor hereby agrees to indemnify and keep PSA harmless against and from all costs, claims, damages, expenses, demands, liabilities, causes of action and proceedings of whatever nature, including legal fees on a full indemnity basis, which may be brought or made against PSA arising from or as in consequence of the Contractor’s breach of any terms and conditions of the Contract.
12 Failure or Delay to Provide
12.1 The Contractor agrees that as time is of the essence in relation to the Contractor performing and/or delivering any Goods, Services or Works (as the case may be) under the Contract and the Contractor shall adhere strictly to the timelines as directed and provided by PSA.
12.2 In the event of failure to perform or deliver or any delay by the Contractor in performing or delivering:
(a) PSA at its absolute discretion reserves the right to deduct from the Contract Sum a sum calculated at the rate as stipulated in the terms of the Contract of failure or delay to provide the Goods, Services and/or Works (as the case may be) specified in the Contract subject to a limit as stipulated in the terms of the Contract, provided that payment of liquidated damages hereof shall not exonerate the Contractor of their obligations to deliver under the Contract.
(b) Without prejudice to Clause 12.2(a), PSA reserves the right to cancel the Purchase Order or Contract without being under any liability to the Contractor in respect of such cancellation whether in damages or otherwise and may obtain any such Goods, Services and/or Works (as the case may be) from such other source or sources as it may determine and shall also be entitled to recover from the Contractor damages incurred in respect of obtaining any such Goods, Services and/or Works (as the case may be) from another source or sources including any increased prices in respect thereof which PSA is obliged to pay therefore.
13.1 PSA may by notice in writing terminate the Contract forthwith if:
(a) the Contractor breaches any of these terms and conditions and if such default or breach continues unremedied for 3 days after a notice in writing of the default or breach has been sent to the Contractor specifying the same;
(b) a petition is presented or a proceeding is commenced or an order is made or an effective resolution is passed for the winding-up, insolvency, administration, re-organisation, re-construction, dissolution or bankruptcy of the Contractor or for the appointment of a liquidator, receiver, administrative receiver, administrator, trustee or similar officer of the Contractor or of all or any part of its business or assets; if the Contractor stops or suspends payments to its creditors generally or is unable or admits its inability to pay its debts as they fall due or seeks to enter into any composition or other arrangement with its creditors or is declared or becomes bankrupt or insolvent; if a creditor takes possession of all or any part of the business or assets of the Contractor or any execution or other legal process is enforced against the business or any substantial asset of the Contractor; or if anything analogous or having a substantially similar effect to any of the events specified in this paragraph happens under the law of any applicable jurisdiction;
(c) the Contractor has offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any action in relation to the obtaining or execution of the Contract with PSA, or for showing or forbearing to show favour or disfavour to any person in relation to the Contract with PSA or if any of the like acts shall have been done by any person employed by the Contractor or acting on his behalf) (whether with or without the knowledge of the Contractor), or if in relation to the Contract with PSA the Contractor or any person employed by him or acting on his behalf shall have committed any offence under the Penal Code or Prevention of Corruption Act or any re-enactment or modification of such Code or Act or shall have abetted or attempted to commit such an offence or shall have given any fee or reward the receipt of which is an offence under the said Code or Act; or
(d) the Contractor assigns or subcontracts the Contract or any part thereof without PSA's prior consent.
13.2 Notwithstanding Clause 13.1 or any other provisions to the contrary, the Contract may be terminated by PSA at any time by giving the Contractor no less than 21 days' notice in writing without assigning any reason whatsoever.
14 Breach of Contract
Without prejudice to any other rights and remedies available to PSA under the Contract or at law, if there is any breach of the Contract by the Contractor, including withdrawal of the Contractor’s Proposal after acceptance, PSA may use any other contractor(s) to complete the Contract and the Contractor shall be liable to pay damages on the difference between the contractual value(s) of any new contract(s) with such other contractor(s) and the Contract. In addition, the Contractor may also be debarred for a period to be fixed at the discretion of PSA regardless of whether or not PSA takes steps to terminate the Contract on account of such breach.
15 Loss or Damage to PSA Property
Any loss or damage caused by the Contractor, its servants or agents or by fire, explosion, theft, etc. to PSA’s property while under the charge of the Contractor for the execution of the Contract shall be made good or replaced promptly by and at the sole cost of the Contractor and to the satisfaction of PSA. All other incidental costs involved in connection with the aforesaid damage or loss shall also be borne by the Contractor.
16 Change of Control
(a) If the Contractor is a company, the Contractor shall inform PSA if it conducts, engages in, effects or does or causes to be effected or done any of the following:
i. sell, assign, grant, exchange, allot or otherwise transfer any of its shares of the company to any other legal entity;
ii. reconstruct or restructure the company, howsoever brought about, including and without limitation to any form of amalgamation or merger with or take-over by another legal entity;
iii. change or modify the composition of the board of directors, or to add, remove replace or substitute any director in such board;
iv. remove replace substitute or in any way change any of its key or senior management officers, including and without limitation the chief executive officer, the chief operating officer, the chief financial officer, the general manager, the managing director and the company secretary;
v. effect a change in principal business activities of the company; or
vi. to sell divest transfer or liquidate or to wind down or cease operation of a material portion of the company’s business assets or properties; or
vii. convert the company into a business or any other legal entity.
(b) If the Contractor is not a company, the Contractor shall inform PSA if it conducts, engages in, effects or does or causes to be effected or done any of the following:
i. reconstruct or restructure itself, howsoever brought about, including and without limitation any form of amalgamation or merger with or take-over by another legal entity;
ii. change its partner(s) or proprietor(s) to add, remove replace or substitute any partner or proprietor(s);
iii. remove replace substitute or in any way change any of its key or senior management officers, including and without limitation the chief executive officer, the chief operating officer, the chief financial officer, the general manager and/or the managing director;
iv. effect a change in principal business activities;
v. to sell divest transfer or liquidate or to wind down or cease operation of a material portion of its business assets or properties; or
vi. convert the firm into a company or any other legal entity.
(c) In the event of any change, whether actual or pending or threatened, in relation to any of the Contractor’s incorporation or partnership (as the case may be), regulatory licences or concessions, human resources, business, assets, liabilities, borrowings cashflow or financial indebtedness or undertakings etc. which, in PSA’s opinion, adversely affects or may adversely affect, whether directly or indirectly, the Contractor’s ability to provide the Goods, Services and/or Works (as the case may be) according to the Contract or otherwise perform the Contract (such change referred to as a “material adverse change”), the Contractor shall inform PSA in writing forthwith and shall fully co-operate with and render full assistance to PSA as required by PSA to mitigate the effect of such change on PSA.
17 Anti-Bribery, Anti-Competition and Conflict of Interests
(a) The Contractor shall, and shall procure that its Affiliates will, and shall procure that the employees, directors and agents of the Contractor and of the Contractor’s Affiliates will, comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption in any jurisdiction in which any of PSA and/or PSA’s Affiliates operate or conduct business, including but not limited to, the Singapore’s statute on Prevention of Corruption Act 2012, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act (collectively “Anti-bribery Laws”).
(b) The Contractor Group shall not, and shall procure that its Affiliates will not, and shall procure that the employees, directors and agents of the Contractor and of the Contractor’s Affiliates will not, directly or indirectly, engage in any activity, practice or conduct which would be, or would potentially be, or would reasonably be perceived to be, an offence under any Anti-bribery Laws.
(c) The Contractor shall inform PSA immediately if any PSA’s and/or PSA’s Affiliates’ current or past employees or such family members (together, “PSA Parties”) were to engage them in any activity which would be, or would potentially be, or would reasonably be perceived to be, in contravention of the Anti-Bribery Laws.
(d) The Contractor shall indemnify PSA and PSA’s Affiliates against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by any of PSA and/or PSA’s Affiliates as a result of any breach of this clause.
(a) The Contractor shall not, and shall procure that its Affiliates will not, engage in any activity which would, or would potentially be, or would reasonably be perceived to be, an offence or infringement under any competition law in any jurisdiction in which any of PSA and/or PSA’s Affiliates operate or conduct business.
(b) The Contractor represents that none of the members of the Contractor Group is the subject of any investigation, inquiry or proceedings by any relevant government body, agency or authority, or court in connection with any actual or alleged infringement of the prohibitions of competition law of any jurisdiction in which any of PSA and/or PSA’s Affiliates operate or conduct business.
(c) The Contractor shall indemnify PSA and PSA’s Affiliates against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by any of PSA and/or PSA’s Affiliates as a result of any breach of this clause.
17.3 Conflict of Interests
(a) The Contractor shall not, and shall procure that its Affiliates will not, whether directly or indirectly, engage with any of PSA Parties that would, or would potentially result in or would reasonably be perceived to result in, any conflict of interest with any of PSA and/or PSA’s Affiliates.
(b) Without limiting Clause 17.3(a), the Contractor shall disclose promptly to PSA sufficient information relating to any PSA Parties engaged with, whether directly or indirectly, by any member of the Contractor Group, in order to enable PSA to determine if there is any conflict of interest.
(c) The Contractor shall indemnify PSA and PSA’s Affiliates against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by any of PSA and/or PSA’s Affiliates as a result of any breach of this clause.
18.1 Legal Relationship
Both PSA and the Contractor are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by the Contract.
18.2 Statutory Compliance
The Contractor shall perform its obligations under the Contract strictly in compliance with all laws, rules or regulations for the time being in force.
If any provision of the Contract is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications to that effect are received by either of the parties from any competent authority, the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or at the discretion of PSA, it may be severed from the Contract and the remaining provisions of the Contract shall remain in full force and effect unless PSA in its discretion decides that the effect of such declaration is to defeat the original intention of the parties in which event PSA shall be entitled to terminate the Contract by twenty-one (21) days’ written notice to the Contractor.
The Contractor shall not assign its rights, transfer and/or sub-contract its obligations under the Contract without PSA’s prior written consent. In such event where the Contractor assigns its rights, transfer and/or sub-contract its obligations without PSA’s prior written consent, clause 13.1(d) shall apply.
18.5 Force Majeure
Neither the Contractor nor PSA shall be deemed to be in breach of the Contract or be liable to the other by reason of any failure to perform their respective obligations thereunder if such failure is caused, prevented or interfered with by riot, war or hostilities between any nation, acts of God, fire, earthquakes, legal restrictions or lack of governmental approvals or any other event which are beyond any of their control and the time for performing the same shall be extended until the operation of the causes hindering, preventing or delaying the performance thereof has ceased.
Any notices given hereunder may be sent by registered post or hand delivery or facsimile or email. Such notice or other document shall be deemed to have been received by the addressee 2 working days following the date of despatch of the notice or other document by post, or where the notice or other document is sent by hand, telex, facsimile, or other electronic media, simultaneously with the delivery or transmission.
Neither party’s failure to enforce any term of the Contract shall constitute a waiver of such term nor in any way affect the right of such party to later enforce such term.
References to “notice”, “agree”, “consent” or “appoint” or words to similar effect mean a notice, agreement, consent or appointment made or given in writing or by electronic means.
18.9 Confidentiality and Privacy
1. The Contractor agrees not disclose to any person directly or indirectly (including the media, any stock exchanges or into any public domain) any information set out in the Contract, the making and/or existence of the Contract, any terms or provisions of the Contract and/or any information in any form provided by PSA under the Contract (“Confidential Information”) without PSA’s prior written consent save that the Contractor may disclose such confidential information to:
i. its agents, servants and sub-contractors who have a need to know the same Provided that such agents, servants and sub-contractors are made fully aware of the confidentiality obligations imposed under the Contract and procure their undertaking to comply with the same confidentiality restrictions contained herein before they may access any confidential information;
ii. any other person pursuant to a legal requirement to disclose or pursuant to any judicial authority which requires disclosure Provided that, to the extent permitted by law, (a) if such party, its agents, servants and sub-contractors shall become compelled by law to disclose such information, such party will immediately notify the other party of that fact so that the other party may, if they wish, seek to prevent that disclosure; (b) such party, its agents, servants and sub-contractors will take such steps as the other party shall require to prevent or minimize the scope of any disclosure; and (c) in any case, if such party, its agents servants and sub-contractors are compelled to make disclosure, they will disclose only that portion of the relevant information which must be disclosed; or
iii. any other person to the extent such disclosure shall either already be known to such person not due to a breach of this clause or shall be a matter of public knowledge.
2. Upon the written request at any time of PSA or if the Contract is suspended or terminated, the Contractor shall:
i. as soon as reasonably practicable, destroy or dispose of in a manner approved by PSA or return to PSA, all documents and materials (as well as any copies thereof) containing, reflecting, incorporating or based on the Confidential Information; and
ii. permanently delete or erase all the Confidential Information from its computer and/or communications systems and databases as well as all devices used by it and/or its personnel and the employees, agents and its sub-contractors.
3. The Contractor shall be liable for and shall indemnify and hold PSA harmless from and against all demands, losses, claims, proceedings, penalties, fines, administrative action, remedies, costs (including legal fees assessed on a full indemnity basis) and expenses incurred or suffered by PSA as a result of breach by the Contractor of its obligations under this Clause 18.9(A).
4. The obligations imposed by this Clause 18.9(A) are in addition to and do not derogate from any obligations set out in any other confidentiality agreement, non-disclosure agreement or such other agreement that the Contractor and PSA may have entered into.
5. The provisions of this clause shall remain in full force and effect notwithstanding the termination or expiry of the Contract for whatever reason.
(B) Personal Data
1. The Contractor must
i. ensure that any collection use, disclosure or transfer of Personal Data in the course of performing the Contract is done only to the extent necessary to perform its obligations under the Contract and strictly for its purpose(s); and
ii. comply with all applicable provisions of the Personal Data Protection Act and any other data protection, privacy and security laws to which it is subject, and not, by its act or omission, cause PSA to be in violation of any such applicable data protection, privacy or security laws or regulations, and without limiting the effect of any other provision of the Contract, must not transfer any Personal Data provided to it outside Singapore without PSA’s prior written consent, and where such consent is given, ensure that the recipient of the Personal Data in the country where the Personal Data is transferred has entered into a written agreement with PSA and the Contractor which imposes on the recipient confidentiality and other terms that are no less restrictive than those imposed on the Contractor in the Contract;
iii. ensure that, throughout the term of the Contract, PSA has access to the Personal Data at such times and in such manner as PSA may reasonably request;
iv. protect the confidentiality, availability and integrity of all Personal Data of PSA, including but not limited to, by implementing or have in place appropriate and reasonable data protection measures and technical and organization security policies, procedures and practices, which must at the minimum be compliant with all applicable mandatory legal standards and industry security standards, to protect the security of Personal Data and in its use of Personal Data. On PSA’s request, the Contractor must provide evidence that it has established and maintained such technical and organizational security and data protection measures governing the protection of the security of Personal Data and use of Personal Data;
v. not engage in any use of Personal Data, or permit any officer, director, employee, agent, other representative, subsidiary, Affiliate, or any other person or entity acting on behalf of the Contractor to engage in any use of Personal Data that is not in compliance with this clause, and even then strictly only on a need to know and confidential basis and solely for such purposes and use as is reasonable and necessary to carry out the Contractor’s obligations under the Contract;
vi. not disclose Personal Data to any third party (including the Contractor’s Affiliates and any person or entity acting on behalf of the Contractor) or permit that third party to engage in the use of Personal Data unless, with respect to that disclosure or that use, it is:
(1) necessary to carry out Contractor’s obligations under the Contract;
(2) subject to the third party being bound by the same provisions and obligations set out in this clause; and
(3) subject to such limits on consent to disclosure as may be applicable,
Provided that the Contractor shall first seek the written consent of PSA to permit that third party to engage in the use of Personal Data and the Contractor will, at all times, remain responsible for any act or omission by that third party which would have amounted to a breach of the obligations set out in this clause to the same extent as if the Contractor had breached it;
vii. at its cost, promptly notify PSA of any actual, or suspected data breach relating to Personal Data;
viii. at its cost, provide all reasonable assistance to PSA in relation to any investigations or requests made by individuals or Singapore government authorities relating to Personal Data; and
ix. if the Contract is suspended or terminated or so requested by PSA, whichever is earlier, promptly return to PSA, or destroy all (and copies of) Personal Data that relates to the Contract.
2. The Contractor shall indemnify PSA against any loss, claims, proceedings, administrative action, remedies and costs (including legal costs assessed on a full indemnity basis) incurred, suffered or resulting from breach by the Contractor of its obligations under this Clause 18.9(B).
3. The provisions of this clause shall remain in full force and effect notwithstanding the termination or expiry of the Contract for whatever reason.
18.10 Entire Contract
The Contract constitutes the complete and only agreement between the parties and supersedes all previous communications, representations and other arrangements, whether written or oral. The Contractor acknowledges that no reliance is placed on any communication, representation or other arrangement, oral or written, which is not embodied or included in the Contract.
18.11 Amendments and Variations
Any modification to or variation of the Contract must be agreed to in writing and signed by both parties and expressly incorporated into the Contract in writing.
18.12 Third Party Rights
(a) An Affiliated Corporation may have any benefit of the Contract and/or enforce any provision of the Contract as may be designated by PSA and upon such designation being informed to the Contractor by PSA in writing.
(b) Save as provided in Clause 18.12(a), a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any provision of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from the Act.
19 Arbitration and Governing Law
19.1 The Contract shall be governed in all respects by the laws of the Republic of Singapore and the Contractor shall be deemed to have submitted himself to the non-exclusive jurisdiction of the courts of the Republic of Singapore.
19.2 All disputes arising under the Contract shall be settled amicably between the parties upon mutual consultation and in good faith, failing which the same shall be settled through arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC"). The arbitration shall be conducted in the English language before a single arbitrator to be mutually appointed by PSA and the Contractor, failing which the arbitrator shall be appointed by the Chairman of the SIAC.