Purchase Order Terms & Conditions
1. Definitions
1.1. “Agreement” means the Purchase Order and these Terms and Conditions.
1.2. “PO” means the Purchase Order.
1.3. “Supplier” means the entity providing goods or services to the Purchaser.
1.4. “Purchaser” means BDO LLP and its affiliated entities.
2. Scope of Services
2.1. The Supplier shall perform the services and deliver the goods as specified in the PO. This includes any incidental activities necessary to carry out the services effectively.
2.2. Time is of the essence for the performance of the services and delivery of goods. The Supplier shall meet any performance dates specified in the PO.
3. Warranties
3.1. The Supplier warrants that:
- The services and work products will meet Purchaser’s specifications and will be free from defects.
- The services and use of the work products will not infringe any third-party intellectual property rights.
- The Supplier will perform all obligations under this PO in a professional and workmanlike manner.
- All necessary consents, clearances, permissions, and licenses have been obtained to fulfil the obligations under this PO.
- The Supplier will comply with all relevant Purchaser policies and codes of conduct notified to the Supplier.
3.2. The Supplier shall remedy any non-conforming goods/services at its own expense.
4. Invoices and Payment
4.1. The Supplier shall include the PO number, description of goods/services, and applicable GST on all invoices.
4.2. Invoices will be payable by Purchaser within 45 days of receipt of a correct, undisputed, and properly due invoice.
5. Indemnification
5.1. The Supplier shall indemnify and hold harmless the Purchaser, its affiliates, and their respective officers, directors, employees, and agents from any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from:
a) Any breach of this Agreement by the Supplier.
b) Any act or omission by the Supplier in the performance of its obligations under this Agreement.
c) Any claim that the goods/services infringe any third-party intellectual property rights.
6. Assignment
6.1. Neither this PO nor any interest herein may be assigned, delegated, transferred, or otherwise disposed of by the Supplier without the prior written consent of the Purchaser.
6.2. The Purchaser reserves the right to assign, delegate, transfer, or otherwise dispose of any or all of its rights and obligations under this PO to any affiliate or subsidiary without the Supplier’s consent.
6.3. If the Purchaser consents to an assignment by the Supplier, such assignment shall not relieve the Supplier of its obligations under this PO. The Supplier remains liable for all performance, actions, and omissions under this PO regardless of any assignment.
6.4. Any permitted assignment shall be effective only after the assigning party provides written notice to the other party specifying the details of the assignment, including the assignee’s name, contact information, and the extent of the rights or obligations assigned.
6.5. The Supplier shall not subcontract the performance of any part of this PO without the prior written consent of the Purchaser. If consent is granted, the Supplier shall remain fully responsible for the acts and omissions of its subcontractors, and the subcontractors shall comply with all terms and conditions of this PO.
6.6. In the event of any assignment or change of control not approved by the Purchaser, the Purchaser reserves the right to terminate this PO immediately upon written notice to the Supplier without any liability.
7. Compliance and Environmental, Social, and Governance
7.1. The Supplier warrants that its performance under this PO will comply with all applicable laws, regulations, and standards, including but not limited to those related to anti-bribery, anti-corruption, data protection, and labour laws. The Supplier shall not engage in any activity that would cause the Purchaser to be in violation of any such laws or regulations.
7.2. The Supplier shall comply with the Personal Data Protection Act 2012 of Singapore ("PDPA") and any other applicable data protection laws. The Supplier shall ensure that any personal data provided by the Purchaser is processed in accordance with the Purchaser's instructions and is protected against unauthorised access, loss, or damage.
7.3. Environmental, Social, and Governance (ESG) Compliance: The Supplier agrees to conduct its business in a manner that is consistent with the Purchaser's ESG policies and requirements. Specifically, the Supplier shall:
- Implement and maintain practices that promote environmental sustainability, including but not limited to waste reduction, energy efficiency, and responsible sourcing of materials.
- Uphold social responsibilities by ensuring fair labour practices, respecting human rights, and fostering a diverse and inclusive workplace.
- Maintain high standards of governance by ensuring ethical business practices, transparency, and accountability in all operations.
7.4. The Supplier shall comply with all applicable health and safety regulations and standards. The Supplier is responsible for ensuring that its employees, agents, and subcontractors are provided with a safe working environment and are adequately trained in health and safety practices.
7.5. The Supplier shall maintain accurate records to demonstrate compliance with this Clause 8. The Purchaser reserves the right to request reports and conduct audits of the Supplier's compliance with these requirements. The Supplier shall cooperate fully with any such requests and audits.
7.6. In the event that the Supplier is found to be in breach of any part of this Clause 8, the Supplier shall promptly take corrective action to remedy the breach and prevent its recurrence. The Supplier shall bear all costs associated with such corrective actions.
7.7. The Purchaser reserves the right to terminate this PO immediately upon written notice to the Supplier if the Supplier fails to comply with any part of this Clause 8. In the event of such termination, the Supplier shall refund any fees paid for Services or Work Products that have not been provided as at the effective date of termination, and no further fees shall be due from the Purchaser in respect of the Services or Work Products.
8. Cancellation
8.1. The Purchaser reserves the right to cancel the PO, in whole or in part, at any time and for any reason, including but not limited to:
a) The Supplier's failure to deliver goods or perform services in accordance with the specifications, quality standards, or delivery schedules specified in the PO;
b) The Supplier's breach of any material term or condition of the PO;
c) The Supplier's insolvency, bankruptcy, or liquidation;
d) Any force majeure event or circumstances beyond the reasonable control of the Purchaser or Supplier that significantly impacts the ability to fulfil the obligations under the PO.
8.2. In the event of cancellation, the Purchaser shall provide written notice to the Supplier specifying the reasons for cancellation and the effective date of termination. The Supplier shall cease all work related to the cancelled portion of the PO immediately upon receipt of such notice.
8.3. Upon cancellation, the Purchaser shall only be liable to pay the Supplier for the services performed and goods delivered up to the date of termination, subject to verification and acceptance by the Purchaser. The Purchaser reserves the right to deduct any damages, costs, or expenses incurred as a result of the Supplier's breach or non-performance from any payments due to the Supplier.
8.4. The cancellation of the PO shall not prejudice or affect any other rights or remedies available to the Purchaser under law or equity, including but not limited to the right to claim damages for any losses suffered as a result of the Supplier's default or breach.
8.5. In addition to the conditions outlined in clauses 8.1 and 8.2, the Purchaser reserves the right to cancel the PO, in whole or in part, if the Supplier undergoes a change in ownership, control, or affiliation whereby the Supplier is acquired by a competing entity or a client of the Purchaser for audit services.
8.6. For the purposes of clause 8.5, a "competing entity" shall refer to any organisation engaged in a similar line of business as the Purchaser or operating within the same industry sector, as determined by the Purchaser in its sole discretion.
8.7. In the event of cancellation pursuant to clause 8.5, the Purchaser shall provide written notice to the Supplier specifying the change in ownership or control and the effective date of termination. The Supplier shall be responsible for promptly notifying the Purchaser of any proposed or pending acquisition or change in ownership that may trigger the provisions of this clause.
8.8. Upon cancellation under clause 8.5, the Supplier shall immediately cease all work related to the PO and shall not be entitled to any further compensation or damages from the Purchaser, except for payment for services performed and goods delivered up to the date of termination as per clause 8.3.
8.9. The cancellation of the PO under clause 8.5 shall not prejudice or affect any other rights or remedies available to the Purchaser under law or equity, including but not limited to the right to claim damages for any losses suffered as a result of the Supplier's change in ownership or control.
9. Governing Law
9.1. The PO shall be governed by and construed in accordance with the laws of Singapore.
9.2. Any dispute arising out of or in connection with the PO, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the courts of Singapore.
10. Confidentiality
10.1. The Supplier shall keep confidential all information disclosed by the Purchaser and use it solely for the purposes of fulfilling the PO.
10.2. This obligation shall survive the termination or expiration of the PO.
11. Insurance
11.1. The Supplier shall maintain adequate insurance coverage, including public liability insurance and professional indemnity insurance, to cover its obligations under the PO.
11.2. The Supplier shall provide evidence of such insurance coverage upon request by Purchaser.
11.3. The Supplier shall ensure that the insurance coverage mentioned in clause 12.1 remains in effect for the duration of the agreement and any extensions thereof. The Supplier shall promptly notify the Purchaser of any changes to the insurance coverage or any lapses in coverage.
11.4. The Supplier agrees to indemnify and hold harmless the Purchaser from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or related to the Supplier's failure to maintain adequate insurance coverage as required by this agreement.
11.5. In the event of a claim or dispute covered by the Supplier's insurance policy, the Supplier shall cooperate fully with the Purchaser and its insurers in the investigation, defence, and resolution of such claim or dispute.
12. No Use of Name
12.1. The Supplier shall not use the Purchaser's name or logo in any advertising or promotional material without the Purchaser's prior written consent. This includes but is not limited to, digital advertisements, print media, online platforms, social media channels, and any other medium of promotion. Furthermore, the Supplier agrees not to imply any endorsement or affiliation with the Purchaser without explicit permission. Any unauthorised use of the Purchaser's name or logo shall constitute a breach of contract and may result in legal action.
12.2. The Supplier agrees not to make any public statements or representations, whether verbal or written, that could reasonably be construed as representing the views or opinions of the Purchaser without prior authorisation from the Purchaser's authorised representatives.
12.3. The Supplier shall refrain from using the Purchaser's name or logo in any manner that may damage the reputation, goodwill, or interests of the Purchaser.
12.4. In the event that the Supplier obtains permission to use the Purchaser's name or logo for specific advertising or promotional purposes, the Supplier shall ensure that such usage complies with all applicable laws, regulations, and industry standards, and shall provide evidence of compliance upon request by the Purchaser.
12.5. The Supplier shall promptly cease all use of the Purchaser's name or logo upon termination or expiration of this agreement, and shall remove any references to the Purchaser from all advertising and promotional materials within a reasonable timeframe specified by the Purchaser.
13. Survival
13.1. The provisions of the PO that by their nature should survive termination or expiration shall remain in effect.
13.2. Notwithstanding any termination or expiration of the PO, the following provisions shall survive and remain in full force and effect:
a) Any provisions related to confidentiality, intellectual property rights, and limitations of liability;
b) Any provisions related to payment obligations or reimbursement of expenses incurred prior to termination or expiration;
c) Any provisions related to dispute resolution or governing law;
d) Any provisions related to indemnification and warranties;
e) Any provisions related to insurance requirements and the Supplier's obligations thereunder;
f) Any provisions related to the return or destruction of confidential information or proprietary materials upon termination;
g) Any provisions related to the interpretation and enforcement of the PO.
13.3. The survival of these provisions shall not limit any other rights or remedies available to the parties under law or equity.