Terms and Conditions for Services


Terms and Conditions for Services


Terms Prevail.

These Terms shall be deemed incorporated into all contracts by the National Metrology Centre, Science and Engineering Institutes (Reg No 200720829Z) with its place of business at 1 Science Park Drive, Singapore 118221 (hereinafter referred to as “NMC”) and the Customer (each of NMC and the Customer, being a “Party” and both, the “Parties”). NMC shall provide the calibration, scientific and other services as listed in the invoice or as otherwise agreed between the Parties (hereinafter referred to as the “Services”) and the Customer shall pay the charges stated on the published price list then prevailing at the time of the Customer’s order. These terms shall apply to the exclusion of all other terms including those which the Customer purports to include through any purchase order. The Contract (the “Contract”) between the Customer and NMC shall comprise these terms and NMC’s quotation for the supply of Services and any document referred to therein. Any variation of this Contract shall be in writing and signed by a director on NMC’s behalf.


1. Obligations of NMC

1.1.

For the purpose of the performance of this Contract, NMC agrees:-

1.1.1.

to provide reasonably skilled personnel to perform and undertake the Services set out in this Contract;

1.1.2.

to use reasonable efforts to complete the Service including issuing the calibration report within two weeks or such other extended period as may be agreed in writing by both parties. NMC shall not be liable for any delay in meeting its obligations under this Contract arising from any cause which is, in NMC reasonable opinion, outside its control. In the event of any such delay the period for the performance of this Contract shall be extended accordingly; and

1.1.3.

to consider as confidential, all correspondences, information pertaining to the Service and any other transactions arising from this Contract which are designated as being confidential by the Customer marking the document “Confidential” and to abstain from divulging to a third party, any such confidential information concerning such calibrations, testing, correspondences or transactions except with the prior consent of the Customer. The Parties agree that such confidentiality obligations shall not attach to information which is in the public domain, was known to the recipient prior to its disclosure, was independently discovered or developed by the recipient, or is required to be produced pursuant to the order of any court or regulatory authority. This obligation of confidentiality shall terminate on the date of expiry or termination of this Contract.



2. Customer’s Responsibility

2.1.

The Customer shall, as and when requested by NMC, provide all necessary instructions, information, specification, equipment, accessories and access to personnel and facilities which may from time to time be required to enable NMC to meet its obligations under this Contract. The Customer shall send company test reports, product specifications, catalogues, instruction manuals and any other information relating to the equipment to NMC for the Services. If the Customer fails to supply the necessary accessories, information and data, a storage fee as listed in the published price list then prevailing, shall apply for the storage of the equipment. If the Customer fails to provide the information and accessories within one month NMC may dispose of the equipment at its discretion. The Customer warrants that all information and data supplied is accurate and correct in all respects and shall indemnify NMC for all loss and damage arising from the Services provided herein caused by incorrect information and data provided.

2.2.

The Customer shall provide the instrument or equipment properly packaged and in good order, mark the instrument in permanent ink with a number or other distinguishing mark and provide the name, address and telephone number of the Customer including a technical contact person.

2.3..

Upon receipt of the equipment, the equipment will be inspected physically and if found below certain standards or faulty, the Customer will be informed, and NMC may thereupon refuse to accept the job. The Customer or his representative may be present at the time of inspection, failing which, NMC’s findings shall be final. No further work shall be carried out until the defects are rectified by the Customer.

 



3. Terms and Conditions

3.1.

NMC shall perform the Services at its premises or on site at the Customer’s premises as determined by NMC.

3.2.

Where the Services to be provided are testing, calibration, measurement or validation services, the equipment to be calibrated, measured or validated shall be listed in a schedule agreed between the Customer and NMC. These services shall be carried out on additional terms and conditions set out below and as amended from time to time.

3.3.

Where the Services relate to technical services, these shall be listed in a schedule to be agreed between the Customer and NMC and shall be performed according to any additional terms and conditions for such technical services which may be agreed between the Parties.

3.4.

Where the Services relate to training these shall be listed in a schedule to be agreed between the Customer and NMC and shall be performed according to the additional terms and conditions for such training as agreed between the Customer and NMC.

3.5.

New services to be rendered in the course of the Contract which are not included in this Contract may be rendered as agreed by NMC, as and when the need arises, provided both parties agree in writing to such addition.

3.6.

All prices for the said services are set out in the prevailing published price list. Any change to the prices may be made with one (1) months’ notice to the Customer or upon the publication of a subsequent price list whichever is sooner.

3.7.

The Customer shall be liable to pay NMC all taxes or duties, including but not limited to Goods and Services Tax (GST), which NMC may be liable to pay in respect of the performance of this Contract.

3.8.

NMC shall notify the Customer of any fault and/or defective working condition found in the equipment during calibration. If agreed in writing by both parties, NMC may separately be contracted to deliver the equipment as instructed by the Customer to the manufacturer for the repair and re-calibrate the equipment after repair on terms and conditions to be agreed. All costs incurred in any calibration and repairs shall be borne by the Customer.

3.9.

Any reports provided shall contain only technical results. They are not and shall not be used as a certificate of quality or an endorsement of any kind. Analysis and interpretation of results and professional opinions, and recommendations shall only be provided on express request by the Customer and payment of an additional fee.

3.10..

The copyright of any report or document issued remains the property of NMC, although NMC grants a non exclusive, royalty free license to use the report for the purpose of reporting measurement results for its own internal and research activities and the right to reproduce the report provided that the report is reproduced in full. Any other reproduction of the report shall only be made with the prior consent in writing of NMC. NMC may impose additional terms or vary the terms of such a license as it sees fit.

3.11.

The sample/s mentioned in the report is/are submitted by the Customer. NMC officers are not involved in the sampling and the selection. No responsibility is assumed by NMC for the accuracy of the information on the brand name, model number, origin of manufacturer, consignment or any other information supplied.

3.12.

No reference shall be made by the Customer to NMC or to the report or results furnished by NMC in any document, advertisement or sales promotion.

3.13.

Additional copies of the report are available to the Customer at an additional fee. No third party can obtain a copy of this report through NMC, unless the Customer has authorized NMC in writing to do so.

3.14.

NMC may at its sole discretion add to or amend the conditions relating to the issue of reports at NMC’s sole discretion at the time of issue of the report. These may be stated in the report or shall be as published from time to time on its website and such reports and such additions or amendments shall be binding on the Customer.



4. Warranties and Liabilities

4.1.

NMC agrees that it will perform the Services with reasonable care and skill. If after delivery and upon inspection the Customer notifies NMC that the Services do not conform to specifications which were agreed by the Parties, NMC may at its option either re-supply the Services or refund the Price. This shall be the Customer’s sole remedy against NMC. No warranties are expressly or impliedly given with respect to NMC services, equipment, test results or facilities. Save for this, all warranties, representations or conditions including those relating to fitness for purpose, merchantability or satisfactory quality, non-infringement of a patent, trade mark or other intellectual property rights, durability of the Services, whether express or implied by statute or common law, course of dealing, trade custom or otherwise are hereby excluded to the fullest extent permitted by law.

4.2.

Where NMC supplies in connection with the provision of the Services any goods or materials supplied by a third party, NMC does not give any warranty, guarantee or other term as to the fitness for purpose, merchantability, satisfactory quality, durability or otherwise of such goods or materials. All warranties, representations or conditions, whether express or implied by statute or common law or otherwise are hereby excluded to the fullest extent permitted by law.

4.3.

Where a report is provided by NMC the Customer uses the report at its own risk and hereby indemnifies NMC against all losses, damages, costs and expense which NMC may suffer as a result of any claim arising from the Customer’s use of the report.

4.4.

The Customer hereby indemnifies and holds NMC harmless against any losses, damages, costs and expenses which may arise from the provision of the Services and use of the equipment including any claims by any person for direct or consequential loss (including loss of profit) caused by or arising from the usage of the Equipment unless such loss or damage is caused by the gross negligence or willful default of NMC.

4.5.

NMC shall not under any circumstances be responsible for any loss or damage to any equipment, data or information during transit to and from NMC, unless caused by the gross negligence of NMC. The risk of loss or damage to the Equipment in transit shall be solely borne by the Customer. Insurance coverage of Equipment shall be the responsibility of the Customer.

4.6.

Nothing in this Contract shall limit or exclude NMC’s or the Customer’s liability for personal injury or death arising as a result of NMC’s or the Customer’s negligence or fraudulent misrepresentation or for any liability which cannot be limited or excluded by law.

4.7.

Nothing herein shall impose any liability whatsoever on NMC in respect of any defect in the Services arising out of the acts, omissions, negligence or default of the Customer, its servants or agents including the Customer’s failure to comply with any user instructions, recommendations or warnings.

4.8.

NMC shall not be liable to the Customer in any event for any indirect or consequential loss or damage (including loss of profits, data or information) arising out of or in connection with this Contract as a result of any breach of contract, tort (including negligence), breach of statutory duty or otherwise.

4.9.

Notwithstanding this and without prejudice to the other provisions of this Contract, NMC’s total aggregate liability for any loss or damage due to any and all events arising out of or in connection with this Contract whether in tort (including negligence), breach of contract or otherwise shall be limited to the price paid or payable by the Customer in respect of the Services rendered or to be rendered.

4.10.

The Parties hereto agree that they have equal bargaining power and that the provisions have been negotiated and agreed to by the Parties after full consideration by the Parties of the likely extent of any loss and damage and the Parties’ level and types of insurance over and that the limits of liability set out herein are reasonable in the circumstances.



5. Authorization

5.1..

The Customer shall issue a Purchase Order covering the scope of the Service for the total amount of services required. The Customer shall issue additional Purchase Orders for equipment repairs,re-calibration and other services whenever necessary. Any changes or additions to this Contract must be agreed in writing by NMC and the Customer.



6. Terms of Payment

6.1..

Upon completion of each of the Services, NMC shall raise an invoice against the Purchase Order issued and based on the published price list then prevailing or, in the case of work done but not covered by the same, a fee will be charged according to the amount of work performed by NMC. Payment shall be made by the Customer not later than thirty days from the date of NMC’s invoice.

6.2.

The Customer hereby indemnifies NMC for all taxes, levies and duties which are required to be paid including goods and services tax and withholding tax which may be payable.



7. Effective Date of Contract

7.1..

This Contract shall take effect from the date of the sales order or the date of the contract (for those Customers on a contract for a term of one year) and shall expire on the date stated in the sales order or as otherwise agreed in writing by the parties hereto.



8. Review

8.1.

This Contract shall be reviewed by both parties three months prior its expiry. Extension of the Contract, amended or otherwise, can be effected only with the mutual agreement of both parties.



9. Termination

9.1.

This Contract can be terminated immediately by either party if the other party commits a material breach of the Contract which is incapable of remedy, or fails to remedy any other breach of the Contract within fourteen (14) days of receiving notice of such a breach. Termination of this Contract howsoever arising shall be without prejudice to any rights or payments for expenses incurred or services performed which the Customer or NMC have against each other which accrued prior to or on such termination.

9.2.

Either party may terminate this Contract at any time by giving not less than thirty (30) days written notice to the other PROVIDED ALWAYS that upon such termination, the Customer shall pay NMC for all Services carried out by NMC up to the date of termination, including all non-cancellable costs and expenses incurred by NMC on behalf of the Customer.

9.3.

Either party may (without limiting any other remedy) at any time terminate this Contract immediately if the other goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.

9.4.

Clauses 2, 4, 5, 7 shall survive the termination of this Contract.



10. No Rights Under The Contract (Right to Third Parties) Act

10.1.

It is expressly provided that notwithstanding any provision contained in this Contract, a person or entity who is not a party to this Contract shall have no right under the Contracts (Rights of Third Parties) Act to enforce any of the terms of this Contract.



11. Changes to Terms and Conditions

11.1.

The terms and conditions of this Contract and any terms and conditions in the related proposal, offer on terms of reference (other than changes in the price list published from time to time by NMC), may not be altered except by agreement in writing between NMC and the Customer.



12. General

12.1.

A notice required or permitted to be given by either party to the other under this Contract shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice and such notice shall be deemed delivered personally at the time of delivery or in the case of registered post forty-eight (48) hours after the date of posting or in the case of fax at the time of transmission.

12.2.

No failure or delay by either party in exercising any of its rights under this Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of this Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.3.

If any provision of this Contract is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Contract and the remainder of the provision in question shall not be affected.

12.4.

NMC may by notice in writing delay the performance of its obligations because of limited resources, other research priorities and delays in the provision of data and accessories by the Customer. In addition, neither Party will be deemed in default to this Contract to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of Force Majeure, PROVIDED THAT such party gives the other party written notice of the Force Majeure event within fifteen (15) days of the discovery of the Force Majeure event. In the event of a Force Majeure, the time for performance or cure will be extended for a period equal to the duration of the Force Majeure. In the event of outstanding orders to be delivered or to be performed, the Parties will consult and agree on a fair resolution of that matter.

12.5.

Neither party shall without the prior consent of the other party assign, transfer, charge or deal in any other manner with this Contract or any rights under it, save that it is agreed that if at any time after the date of this Contract, the functions and operations of NMC are assigned, merged, transferred into or otherwise forms part of another organization (‘the New Entity”) such that the New Entity takes over the whole or substantially the whole of NMC’s operations, then it is agreed that this Contract may at the option of NMC, be novated to the New Entity which will then assume all of NMC’s rights and obligations hereunder. It is further agreed that NMC may assign all or any part of its rights hereunder to the New Entity without having to seek the Customer’s consent to such assignment or transfers.



13. Governing Law

13.1.

This Contract shall be governed by and construed in accordance with the laws of Singapore, and the parties submit to the jurisdiction of the courts of Singapore.



Additional Terms and Conditions for Testing, Measurement, Calibration and Validation Services

1.

The Equipment submitted by the Customer shall be calibrated according to published standards or any other approved standards as discussed and agreed specifically in writing between the Customer and NMC. In the absence of any written instructions to the contrary, the Customer is deemed to have agreed and accepted the standard used by NMC in the calibration of the Equipment tested. NMC shall state in the report the calibration method adopted for the Equipment tested.

2.

In providing the calibration report, NMC does not in any way imply the suitability of the Equipment for their intended use. The Customer shall be solely responsible to determine the suitability of the Equipment, test or specimens for their intended use at the Customer’s end. In no event shall NMC be liable for any direct or indirect special or consequential damages (including loss of profits), loss or expense.

3.

The results of calibration performed by NMC apply to the specific Equipment at the time of its test. They do not indicate or imply that they are applicable to other similar items.

4.

The calibration report does not indicate or imply that NMC approves, recommends or endorses the manufacturers, the suppliers, or the users of such Equipment or specimens, or that NMC, in any way, warrants the Equipment’s performance at any time.

5.

In addition to any right of lien to which NMC may be entitled by law, NMC shall be entitled to a general lien on all equipment of the Customer in NMC’s possession for the unpaid price of any goods or services sold or rendered to the Customer or any other moneys owing by the Customer to NMC upon this or any other contract.

6.

The Customer undertakes to collect all tested equipment within 4 weeks (or such other date notified by NMC) from the date of NMC’s report. If the Customer fails to collect the equipment NMC may charge a storage fee or such other charge as stated in the prevailing published price list. If the Customer requests NMC to arrange for delivery of the equipment to the Customer’s premises, NMC may levy an administrative charge and the transport contract (and all costs and risks therein) shall be between Customer and the delivery service provider. NMC shall not in any event have any liability for delivery of the equipment.

7.

NMC shall not be responsible to the Customer or any third party for any loss or damage whether direct or consequential arising from the use of the tested product or part or component thereof by the Client.

8.

In the event NMC employees, representatives or agents are requested by the Customer to or summoned by the court upon application by the Customer or any other parties to act as expert witnesses on the subject of this Contract, the Customer agrees to pay NMC the charges required at NMC’s prevailing rates for court attendance.