Supply Terms and Conditions

1. Term

The terms and conditions shall be valid during the period of supply of Products by the Supplier to CFF SG, and terminated upon the cessation of supply of Products, saved for Clauses 5-8 which shall survive beyond termination.

2. Obligation to serve and deliver

Supplier shall supply all Products ordered by CFF SG and not unreasonably reject orders from CFF SG.  Supplier agrees to provide advance notice to CFF SG if it foresees any significant shortfall or delivery delay of supply of the Products whether or not there is any current order placed by CFF SG. 

Supplier also commits to provide reasonable support to CFF SG for selling the Products in Singapore, including but not limited to the provision of the specifications, details, promotional materials for the Products and promotional strategies in Singapore, as well as support in all import/export process, documentations, quality assurance, taxation and any applicable requirements of the relevant authorities in Singapore. The Supplier shall not vary in any way from the requirements as approved by CFF SG without the prior consent of CFF SG.

3. Delivery, Title and Risk Transfer

Risks to the Products will pass to the CFF SG upon delivery according to the Incoterms. Title to the Products will be transferred to the CFF SG at the same time as risk transfer.

4.Product Quality & Warranty

CFF SG is entitled to inspect the Products within ten (10) business days (or 3 business days for perishable Products) from the Product arrival at CFF SG’s designated warehouse (notwithstanding the Incoterms). CFF SG may provide a written notice to Supplier that Products are non-conforming and has the right to at its option: (i) request replacement with conforming Products without any additional expense, or (ii) cancel the order and request reimbursement of the purchase price paid including import and VAT charges.  

Supplier undertakes to inform CFF SG immediately not later than 48 (forty-eight) hours from the Supplier’s becoming aware of issues that may impair the Product quality or that may induce delays in production or delivery or that may trigger any product recall in any jurisdiction. Any product recall performed by the Supplier, shall be notified to CFF SG irrespective of whether or not the batch of the products delivered to CFF SG is concerned.

5. Product Recall

Where any Product is subject to a compulsory recall by the relevant authority in the applicable legislation, the Supplier shall at its own cost, refund the Price of the Products which are subject to the product recall.

The Supplier agrees to indemnify CFF SG against all direct costs, loss, damage or liability suffered or incurred by CFF SG arising out of any product recall including but not limited to the costs of withdrawal from sale, the costs of destruction, the costs incurred by CFF SG in complying with any legislation or requirements of any regulatory authority and loss of profit as determined by CFF SG.

6. Indemnity

Supplier shall indemnify, defend and hold harmless CFF SG and its affiliates and their respective customers, employees, officers, directors, successors and assigns and indemnify them against and from any expenses, damages, losses, costs or other liability incurred by CFF SG, its servants or agents arising directly or indirectly as a result of:

Personal Injury/ Property Damage: any personal injury or property damage caused by the use of the Products by any person or arising out of the Products;

Failure to Comply: any failure of the Products to comply with the requirements of CFF SG;

Failure to Perform: any failure by the Supplier to fulfill any of its obligations under these terms and conditions;

Negligence: any wilful or negligent act or omission of the Supplier; or

Legislation: any liability under any legislation caused by any act or omission of the Supplier.

CFF SG shall have full discretion to elect to deduct against any sums owing by CFF SG to the Supplier in such indemnification under this Clause, without further notice to the Supplier.

7. Full Compliance with Regulations & Licenses

Supplier shall comply fully with all applicable laws, including international, national, regional and local laws, statutes, directives (European Union or otherwise), decrees, orders, treaties and regulations.

The Supplier shall at its own cost, obtain all necessary licenses, approvals and permits under the applicable legislation relating to the supply of Products to CFF SG.

The Supplier shall at the request of CFF SG, provide written evidence of such licenses, approvals and permits that it holds.

8. Applicable Law 

Laws of Singapore.