SIEMENS General Cnditins f PURCHASE f Gds & Services (including Sftware) 1. Definitins 1.1 Cnditins means these terms and cnditins fr the purchase f Gds and/r Services which are incrprated int and frm part f the Purchase Order. 1.2 Cntract means the cntract between the Seller and the Purchaser fr the supply f the Gds and/r Services t the Purchaser. 1.3 Delivery Date shall have the meaning ascribed t it in Clause 6.1. 1.4 Gds means the prducts, gds r items which are the subject f the Cntract and which may cmprise, include r relate t Sftware. 1.5 Issued Material includes but is nt limited t samples, drawings, standard sheets, printing-cpies, theries, mdels, prfiles, tls, mlds r ther tling, material, equipment, gds r articles r any prperty supplied r issued by the Purchaser t the Seller t be used in fulfillment f the Seller s bligatins. 1.6 Party means the Seller r the Purchaser and Parties means bth f them. 1.7 Purchaser means the Siemens cmpany which places the rder by way f Purchase Order. 1.8 Purchase Order means the purchase rder (in the Purchaser s prevailing standard frm) signed by an authrised representative f Purchaser and the dcuments (if any) incrprated by express reference n the face f the Purchase Order and/r the dcuments (if any) referred t in Clauses 3 and 4, tgether with these Cnditins and the Cde f Cnduct fr Siemens Suppliers and Third Party Intermediaries as referred t in Clause 17 and attached heret as Annex 1. 1.9 Related Crpratin has the meaning prescribed under Sectin 6 f the Cmpanies Act (Chapter 50 f Singapre). 1.10 Seller means the persn, firm r cmpany referred t n the face f the Purchase Order with whm the Cntract is made by the Purchaser. 1.11 Services means wrk and/r ther services prvided by the Seller which is the subject f the Cntract and which may cmprise, include r relate t Sftware. 1.12 Sftware means the sftware and firmware items which are cmprised, included in r relate t the Gds and/r Services. 1.13 Any reference in the Cntract t a statutry prvisin shall include that prvisin and any regulatins made pursuant theret which may frm time t time be mdified r re-enacted in accrdance with the laws f Singapre. Fr the avidance f dubt, such mdificatins r reenactment f statutry prvisins shall apply t the Cntract prir t cmpletin f the Cntract, even if such changes in law nly cme int frce after the executin f the Cntract. 1.14 The headings in these Cnditins are inserted fr cnvenience nly and shall be ignred in cnstruing these Cnditins. Unless the cntext therwise requires, wrds (including wrds defined in the Cntract) denting the singular number nly shall include the plural and vice versa. The wrds "written" and "in writing" include any means f visible reprductin. 2. Cnfirmatin and Acceptance The Purchase Order placed by the Purchaser shall nly be cnsidered accepted and a Cntract cncluded between the Parties if the Seller has cnfirmed acceptance f the Purchase Order in writing within 5 days f receipt f the Purchase Order. Fr the avidance f dubt, these Cnditins shall apply t and are expressly incrprated int the Cntract and n varying terms and cnditins stated by Seller in its written acceptance f the Purchase Order, including withut limitatin, thse cntained in any sale rder r qutatin r invice r any ther dcument f Seller shall becme part f the Cntract and be binding upn the Purchaser, unless it is specifically agreed t by an authrised representative f the Purchaser in writing. 2.2 This Purchase Order may be mdified r canceled by Purchaser at any time prir t its receipt f written acceptance by Seller. 3. Price and Payment 3.1 All prices shall be as stated in the Cntract. The prices are fixed and include delivery and all ther charges, which include, but is nt limited t, the csts f transprt, insurance and packing. The prices shall nt be adjusted save as prvided fr in these Cnditins. 3.2 The Seller represents and warrants that the price charged fr the Gds r Services is the lwest price charged by the Seller t buyers f a class similar t the Purchaser purchasing in quantities and under circumstances cmparable t thse specified in the Purchase Order. 3.3 All prices d nt include gds and services tax ("GST") chargeable under the Gds and Services Tax Act (Chapter 117A f Singapre) which shall be added by the Seller at the rate and in the manner frm time t time prescribed by law. The Purchaser shall nly be respnsible fr GST prvided the Seller has submitted apprpriate infrmatin r dcumentatin t allw the Purchaser t recver such taxes as apprpriate. The Purchaser shall have n ther r further liability t the Seller with respect t any tax, duty, levy r like impsitin fr which the Seller may be liable as a result f the supply f the Gds and/r Services. If the Purchaser is required t withhld any tax r charge pursuant t any applicable law r regulatin, the Purchaser shall be entitled t withhld and deduct such tax r charge frm the price befre payment t the Seller. 3.4 Upn cmplete delivery f the Gds and/r Services in accrdance with Clause 6 herein and due acceptance by Purchaser in writing, the Seller shall send t the Purchaser a detailed invice stating the reference number fr the Purchase Order f the Gds and/r Services. 3.5 Unless therwise stated in the Purchase Order, payment term shall be sixty (60) days and shall cmmence frm the time the Gds are delivered r Services are cmpleted and the Seller's invice is received by the Purchaser in accrdance with Clause 3.4 abve. Insfar as the Seller is required t prvide material testing, test recrds r quality cntrl dcuments r any ther dcumentatin, these requirements must be satisfied and are necessary precnditins fr determining the cmpleteness f delivery f Gds r perfrmance f Services. The Purchaser shall be entitled t set ff r withhld any payments t a reasnable extent fr reasns f deficiency and the payment term shall cmmence after the cmplete rectificatin f any deficiency. Payment by Purchaser shall nt imply an acceptance by the Purchaser that the Gds r Services supplied is in accrdance with the Cntract. 3.6 The Purchaser shall be entitled t set ff against the price any ther sums wed t the Purchaser by the Seller. 4. Purchase Orders & Variatins 4.1 Withut prejudice t Clause 16.1, the Purchaser may cancel the Purchase Order if the Seller has nt cnfirmed acceptance f the Purchase Order in writing within 5 days f receipt f the Purchase Order. 4.2 If the Seller s cnfirmatin varies frm the Purchase Order, the Purchaser shall be bund thereby nly if it agrees t such variatin in writing. Fr the avidance f dubt, neither the acceptance f delivery SIEMENS PTE LTD (RC N. 199605166D) Page 1 f 9 Versin 01/10/2015
f the Gds r Services nr payments made shall cnstitute apprval r agreement f any such variatin. 4.3 Any variatins t the Purchase Order shall nly be effective if the Purchaser cnfirms such variatins in writing. 4.4 If, at any time during the curse f the Cntract, the Purchaser wishes t vary the Gds and/r the Services rdered, it shall ntify the Seller. Upn receipt f such ntificatin, the Seller shall within 14 days prvide a written statement f the amunt f the fllwing by which such variatin wuld increase r decrease: the dates, timescales r milestnes; and the charges, which have been agreed in the Cntract, and such ther infrmatin as the Purchaser may reasnably require. 4.5 The implementatin f any variatin t the Gds and/r Services shall be subject t the prir written agreement f the Parties. The Seller shall nt undertake any such variatins unless specifically instructed t d s by the Purchaser. 4.6 If any change directly affects the prices r delivery schedules f the Gds r Services, an equitable adjustment may be made prvided that such equitable adjustment is dcumented in writing and signed by the authrised representative f each Party. If, after reasnable and gd-faith effrts, the Parties are unable t agree upn the amunt f the adjustment, the Purchaser may terminate, withut any charge r liability, the Cntract as t all the Gds and Services affected. 4.7 The Seller shall nt, withut the prir written cnsent f the Purchaser, make any prcess r design changes affecting the Gds. 5. Exprt Cntrl and Freign Trade Data Regulatins 5.1 Fr all Gds t be delivered and Services t be prvided accrding t this Cntract, Seller shall cmply with all applicable exprt cntrl, custms and freign trade regulatins ( Freign Trade Regulatins ) and shall btain all necessary exprt licenses, unless Purchaser r any party ther than Seller is required t apply fr the exprt licenses pursuant t the applicable Freign Trade Regulatins. 5.2 Seller shall advise Purchaser in writing as early as pssible, but nt later than tw weeks prir t the Delivery Date, f any infrmatin and data required by Purchaser t cmply with all Freign Trade Regulatins fr the Gds and Services applicable in the cuntries f exprt and imprt as well as re-exprt in case f resale. In any case Seller shall prvide Purchaser fr each Gd and Service: the Exprt Cntrl Classificatin Number accrding t the U.S. Cmmerce Cntrl List (ECCN) if the Gd is subject t the U.S. Exprt Administratin Regulatins; and all applicable exprt list numbers; and (iii) the statistical cmmdity cde accrding t the current cmmdity classificatin fr freign trade statistics and the HS (Harmnized System) cding; and (iv) the cuntry f rigin (nn-preferential rigin); and (v) upn request f Purchaser: Seller s declaratin fr preferential rigin (in case f Eurpean suppliers) r preferential certificates (in case f nn-eurpean suppliers). ( Exprt Cntrl and Freign Trade Data ) 5.3 In case f any alteratins t rigin and/r characteristics f the Gds and Services and/r t the applicable Freign Trade Regulatins, Seller shall update the Exprt Cntrl and Freign Trade Data as early as pssible but nt later than tw weeks prir t the Delivery Date. Seller shall be liable fr any expenses and/r damage incurred by Purchaser due t the lack f r inaccuracy f said Exprt Cntrl and Freign Trade Data. 6. Delivery and Delays, Marked Gds, Title and Risk 6.1 The Gds and/r Services shall be delivered n the dates (the "Delivery Date") and at the rates and lcatins specified in the Cntract. Delivery may be direct t the Purchaser s end user if s specified n the Purchase Order. The Purchaser may delay r alter such dates, rates and destinatins upn giving the Seller reasnable ntice in writing f such alteratins. 6.2 Gds marked with any mark used r wned by the Purchaser r its custmers shall nt be dispsed f t any third party r used by the Seller withut the prir written cnsent f the Purchaser. 6.3 Any shipment terms quted in relatin t the delivery f the Gds shall be in accrdance t Incterms 2010 r its latest versin as frm time t time mdified, supplemented r revised. 6.4 Time is f the essence in respect f the Cntract Delivery Date. Failure t meet the Delivery Date specified n the Purchase Order shall cnstitute a breach f the Cntract. The Seller shall give the Purchaser ntice f any prspective failure t deliver the Gds r Services by the Delivery Date as sn as practicable. If nly a prtin f the Gds r a part f the Services can be delivered n the Delivery Date, the Seller shall deliver the available Gds r Services unless therwise directed by the Purchaser. Partial deliveries shall be deemed late deliveries and be cnsidered cmpleted nly when all the Gds r Services are delivered. 6.5 If the Seller fails t deliver the Gds r Services in accrdance with the Cntract, r fails t deliver by the Delivery Date, then the Seller shall pay t the Purchaser liquidated damages calculated at the rate f 0.1% f the price f the respective Purchase Order fr each day f delay starting frm the date f default until the date the Gds r Services are cmpletely delivered r perfrmed by the Seller, as the case may be. The Purchaser may, but shall nt be bund t, deduct such liquidated damages, whether in whle r in part, frm any mneys due frm the Purchaser t the Seller under any Purchase Order. 6.6 Ntwithstanding the abve, if the Seller fails t deliver in accrdance with the Cntract, r if the Seller ntifies the Purchaser f a prspective failure t deliver by the Delivery Date, the Purchaser reserves the right t cancel the Cntract r any part f it withut charge r liability and reserves all rights in damages and therwise arising including but nt limited t the right t purchase substitute Gds r Services elsewhere and t hld the Seller liable fr any lss, expense r additinal cst incurred thereby. 6.7 The Seller shall ensure that all Gds are marked in accrdance with the prvisins f the Cntract and the instructins f the Purchaser. Gds shall be packed s as t reach places f delivery undamaged and in gd cnditin. The Seller shall prvide in respect f each cnsignment f Gds a packaging nte detailing the Purchase Order number, descriptin, cde number (if any) and the quantity f Gds cnsigned. The infrmatin n the packaging nte must tally with the Purchase Order. 6.8 The Seller warrants that it has gd title t the Gds it is selling t the Purchaser. Withut prejudice t any right f rejectin t which the Purchaser may be entitled under Clauses 6 and 10, risk in and title t the Gds shall pass t the Purchaser upn receipt by the Purchaser at the destinatin specified in the Purchase Order. Fr deliveries with installatin r cmmissining and fr Services, the transfer f risk t the Purchaser ccurs upn written acceptance by the Purchaser. The Seller acknwledges that the Gds may be n-sld t an end user by the Purchaser and warrants that the Purchaser will be able t supply the end user with gd title. SIEMENS PTE LTD (RC N. 199605166D) Page 2 f 9 Versin 01/10/2015
6.9 Clause 6.8 herein is withut prejudice t Clause 8 in respect f any Sftware. t sublicense the right f use under abve t any Related Crpratins, ther distributrs and end users; 6.10 Any Issued Material will be supplied r used at the Seller s risk whilst in its pssessin. 6.11 Each delivery shall include a packing nte r delivery nte with details f the cntents as well as the cmplete rder number. Ntice f dispatch shall be prvided immediately with the same infrmatin. 6.12 If transprt f Gds and/r Services is perfrmed by a carrier cmmissined by the Purchaser, the Seller will infrm the carrier f the necessary data cncerning dangerus gds in accrdance with legal requirements. 6.13 If the Purchaser infrms the Seller that fllwing the initial transprt anther transprt with a different mde f transprt is scheduled, the Seller will als cmply with the relevant legal requirements cncerning dangerus gds with regard t such n-ging transprt. 7. Quality & Cmpliance, Statutry Obligatins 7.1 The Seller represents and warrants that all Gds and Services supplied shall, where applicable:- cnfrm with the quantity, quality, specificatins, descriptin and any ther particulars cntained in the Cntract; cnfrm with any sample, design criteria, drawing, descriptin and specificatin furnished by the Purchaser and ther requirements described r referenced in the Purchase Order; (iii) be f satisfactry quality, merchantable and fit fr any intended use expressly r impliedly made knwn t the Seller and free frm all defects, liens, encumbrances and ther claims against title; and (iv) cmply with the perfrmance specificatins in the Cntract. 7.2 All Services supplied shall cmply fully with the terms f the Cntract and shall be executed in a prper and skilful manner by prperly qualified and experienced persnnel and cnfrm t the best industry standards. 7.3 This Clause 7 shall include and apply t any replacement, repaired, substituted r remedial Gds r substituted r remedial Services prvided by the Seller. 7.4 While n the Purchaser s r its custmer s premises, the Seller shall abide by any written r verbal instructins in relatin t safety and security issued by the Purchaser r its custmer. 7.5 The Seller shall cmply with all relevant statutes, rules and regulatins and bye-laws affecting its bligatins and the perfrmance f the Cntract. 8. Sftware Licences 8.1 If the Gds and/r Services include Sftware, the Seller acknwledges that the Purchaser may be n-selling the same t its custmers r end users and represents and warrants that it has gd title t license the Sftware. 8.2 The Seller permits the Purchaser t market and resell the Sftware and any accmpanying hardware either alne r as part f a package. 8.3 The Seller grants t the Purchaser a perpetual, wrldwide, nnexclusive, n-charge, ryalty-free, transferable, irrevcable licence: t use and allw thers t use the Sftware; (iii) t grant a licence t Related Crpratins and ther distributrs t sublicense the right f use t end users in accrdance with abve; (iv) t cpy the Sftware fr installatin in hardware r t have such Sftware cpied by Related Crpratins r ther distributrs; (v) t market and resell the Sftware and any accmpanying hardware either alne r as part f a package; and (vi) t reprduce and distribute cpies f the Sftware in any medium, with r withut mdificatins. 8.4 If the Sftware includes dcumentatin, the Seller grants t the Purchaser a perpetual, wrldwide, nn-exclusive, n-charge, ryaltyfree, transferable, irrevcable licence t use, reprduce, distribute and prepare derivative wrks in the Purchaser's name in respect f all dcumentatin furnished by the Seller. The Purchaser may reprduce such dcumentatin withut the Seller's lg r ther identificatin f surce, subject t affixing cpyright ntices t all cpies f dcumentatin and the Seller hereby waives and shall cause t be waived all applicable rights with respect t such dcumentatin. These rights with respect t the Sftware and dcumentatin shall extend t: third parties t use and reprduce the Gds fr the Purchaser's internal use; and third party channels f distributin. 8.5 The Seller undertakes t supply the Purchaser with all updates f the Sftware and t allw the Purchaser t cpy them t thse f its custmers wh hld an riginal versin. 8.6 The Seller shall prvide the Purchaser with such technical advice, assistance, data and dcumentatin, including surce cde where necessary, t enable the Purchaser t maintain the Sftware if it s wishes. 8.7 The Seller shall infrm the Purchaser (n later than the time the Purchase Order is cnfirmed) whether the Gds and Services t be delivered cntain Open Surce Sftware. In the cntext f this prvisin Open Surce Sftware means any sftware that is prvided ryalty-free by the respective licensr t any user n the basis f a license r anther agreement with the right t mdify and/r t distribute such sftware. By means f example and withut limitatin, such pen license terms include the fllwing licenses: the GNU General Public License (GPL), the GNU Lesser GPL (LGPL), the BSD License, the Apache License r the MIT License. Shuld the Gds and Services delivered by the Seller cntain Open Surce Sftware, the Seller must deliver the fllwing t the Purchaser by n later than at the time the rder is cnfirmed: the surce cde f the relevant Open Surce Sftware, insfar as the applicable pen surce cnditins require the disclsure f this surce cde; a schedule f all pen surce files used, indicating the relevant license and including a cpy f the cmplete text f such license; and (iii) a written declaratin that thrugh the intended use f the Open Surce Sftware, neither the Gds f the Seller nr the Gds f the Purchaser will be subject t a Cpyleft Effect. In the cntext f this prvisin, Cpyleft Effect means that the prvisins f the pen surce license require that certain f the Seller s Gds, as well as any Gds derived frm these, may nly be distributed further in accrdance with the terms f the pen surce license e.g. nly if the surce cde is disclsed. SIEMENS PTE LTD (RC N. 199605166D) Page 3 f 9 Versin 01/10/2015
Shuld the Seller indicate nly after the time the rder is cnfirmed that its Gds and Services cntain Open Surce Sftware, then the Purchaser is entitled t cancel the rder within 14 days f becming aware f the Gds and Services cntaining Open Surce Sftware by reasn f having received any f the infrmatin as set ut in the abve paragraph. 9. Representatins & Warranties 9.1 The Seller represents and warrants that it has all necessary permits and licences t allw it t sell the Gds and/r Services t the Purchaser, and that it has cmplied with all relevant laws, rules and regulatins affecting its bligatins and the perfrmance f the Cntract. 9.2 The Seller represents and warrants that all Gds are new and d nt cntain any used r recnditined parts r materials unless therwise specified r apprved by the Purchaser. 9.3 Withut prejudice t the Purchaser s rights under the Cntract and at law, the Seller represents and warrants the Gds and/r Services against defects fr the lnger f either the Seller's nrmal warranty perid; r a perid f 12 mnths (r as therwise stated in the Cntract) frm the date f receipt by the Purchaser f delivery f the Gds, r the acceptance by the Purchaser f the cmpletin f any f the Services r where applicable, installatin r cmmissining. In the case f defective Gds, this perid shall be calculated frm the date f receipt by the Purchaser f the delivery f the defective Gds repaired r replaced under Clause 10 herein. 9.4 Clauses 7 and 9 shall include and apply t any replacement, repaired, substituted r remedial Gds and/r Services prvided by the Seller. 9.5 Breach f any f the representatins and warranties in this Clause 9 shall, withut prejudice t any ther rights f the Purchaser, entitle the Purchaser t terminate the Cntract and claim damages, lss, csts and expenses frm the Seller (including, withut limitatin, legal csts n an indemnity basis). 9.6 The Seller shall fully indemnify and hld harmless the Purchaser and all its assigns, subcntractrs and custmers frm and against all claims, liabilities, actins, demands, damages, csts and expenses (including, withut limitatin, legal csts n an indemnity basis) f any kind r nature arising frm, in cnnectin with r related in any way t any breach r alleged breach f any f the representatins and warranties made by the Seller under the Cntract. 10. Inspectin and Rejectin 10.1 The Seller represents and warrants that it has inspected and tested the Gds fr cmpliance with the Cntract prir t delivery and shall, if requested, supply the Purchaser with certificates f rigin and/r testing. Such certificates must state the Purchase Order number tgether with any item numbers. 10.2 If the Gds and/r Services d nt cmply with the Cntract the Purchaser shall within a reasnable time give ntice f rejectin t the Seller. Withut prejudice t any f its ther rights, the Purchaser may at its discretin require the Seller t cmply with the Cntract by expeditiusly replacing r repairing as apprpriate any rejected Gds and rectifying r remedying any rejected Services. The rejected Gds shall be returned t the Seller at its wn risk and expense. All Services fund t be defective, nn-cnfrming r failing t meet any f the Seller's representatins and warranties shall be cmpletely reperfrmed at the Seller's cst and expense. In urgent cases r if the Seller is in default with its bligatin t repair defects, the Purchaser shall be entitled at the Seller's cst and expense t take the necessary steps t repair such defects itself r t entrust a third party t d s. The Purchaser will infrm the Seller befre such steps are taken. If prir ntificatin is nt pssible, steps necessary t avert damage may in urgent cases be taken withut any ntificatin and in these cases, the Purchaser shall ntify the Seller as sn as pssible afterwards. The Seller's representatins and warranty bligatins remain unaffected, except where defects are attributable t the steps taken by the Purchaser r a third party. 10.3 Unless therwise specified r apprved by the Purchaser, the Seller shall remve the Purchaser's name and any f the Purchaser's trademarks, trade names, insignia, part numbers, symbls r decrative designs frm all Gds rejected r returned by the Purchaser r nt sld r delivered t the Purchaser. 10.4 Any reference t Seller in this clause includes any subcntractr f the Seller permitted under Clause 21.2. Where the Seller repairs r replaces Gds r prvides remedial Services under these clauses, these Cnditins shall apply t the repaired r replaced Gds r the remedial r remedied Services. 10.5 The Purchaser reserves the right (but shall nt be bliged) t inspect r test the Gds r the Services at any stage befre delivery and the Seller shall give rights f access t premises and such facilities as the Purchaser may reasnably require fr such inspectin. 10.6 Testing, inspectin and acceptance by the Purchaser r end user shall nt be deemed a waiver f the Seller s bligatins under Clauses 7, 9 and 10 herein. 11. Tls, Patterns, Samples, Cnfidential Infrmatin 11.1 All Issued Material shall be and remain the prperty f the Purchaser (even if charged fr). The Issued Material shall nt be passed n t third parties r used fr purpses ther than thse specified in the Cntract. The Seller shall indemnify and cmpensate the Purchaser and all its assigns, subcntractrs and custmers frm and against any claims, liabilities, actins, demands, damages, lss, csts and expenses (including, withut limitatin, legal csts n an indemnity basis) suffered as a result f a breach f this and ther Cnditins herein. 11.2 The Seller hereby undertakes t: maintain the Issued Material in gd rder and cnditin, keep the Issued Material separate frm the Seller's prperty, and (iii) identify the Issued Material as the prperty f the Purchaser. The Seller shall nt use it except in respect f cntracts with the Purchaser. The Seller shall insure the Issued Material against all risks f lss r damage f an amunt equal t its replacement cst and with the Purchaser s interest nted n the plicy and with the Purchaser as lss payee. On cmpletin f its bligatins under the Cntract r as therwise directed by the Purchaser, the Seller shall return the Issued Material t the Purchaser in gd rder and cnditin. 11.3 The Cntract and any ther infrmatin supplied by the Purchaser are cnfidential. Issued Material is als cnfidential. Use f any such infrmatin and Issued Material is permitted slely fr the purpse f carrying ut the Cntract. The Seller shall nt, withut the prir written cnsent f the Purchaser, cpy r disclse such cnfidential infrmatin t anyne ther than thse emplyees r agents f the Seller n a need-t-knw basis and nly if these parties are bund t the Purchaser by substantially similar cnfidentiality prvisins. 11.4 The Seller shall nt withut the Purchaser s written cnsent advertise r therwise make knwn that the Seller supplies r has supplied Gds r Services t the Purchaser. 11.5 The cnfidentiality bligatins in this Clause 11 shall survive the terminatin r expiratin f the Cntract. 12. Intellectual Prperty Rights 12.1 The Seller represents and warrants that the Gds and the Sftware (if applicable) r the Services d nt vilate r infringe any patents, cpyright, trademarks, trade secrets, service marks, registered SIEMENS PTE LTD (RC N. 199605166D) Page 4 f 9 Versin 01/10/2015
designs, design rights r ther intangible prperty rights f third parties ( intellectual prperty rights ). 12.2 The Seller shall fully indemnify the Purchaser and its assigns, subcntractrs and custmers frm and against any claims, liabilities, actins, demands, damages, lss, csts and expenses (including, withut limitatin, legal csts n an indemnity basis) in respect f any alleged r actual infringement by any f the Gds r Services f any intellectual prperty right including but nt limited t patents, cpyright, trademarks, service marks, registered designs, design rights r ther third party rights and the Seller shall at its wn cst and expense defend r settle all such claims r actins r prceedings brught r threatened t be brught against the Purchaser. 12.3 Withut prejudice t any f the freging, if any f the Gds and/r the Sftware r Services is held r claimed t be infringing third party intellectual prperty rights, the Seller shall at its wn cst and expense use its best effrts t prcure the right fr the Purchaser t cntinue using r receiving the infringing Gds and/r Sftware r Services. If the Seller is unable t d s, then the Seller undertakes at its wn cst and expense t: replace r mdify the infringing Gds and/r Sftware, r remedy the Services expeditiusly s that it is n lnger infringing; r if the Seller is unable t replace r mdify the infringing Gds and/r Sftware r remedy the Services, then the Seller shall refund in full all payments made by the Purchaser in respect f the infringing Gds and/r Sftware r the Services. Further, the Seller shall als reimburse the Purchaser in relatin t all additinal lss, csts and expenses incurred by the Purchaser in purchasing any substitute Gds and/r Sftware r Services. 12.4 The Purchaser shall wn all intellectual prperty rights arising frm mdificatins and custmizatins f the Gds, Sftware, and/r Services made by Seller fr the Purchaser, r by the Purchaser itself. The Purchaser reserves all its rights in drawings and in gds prduced accrding t its instructins as well as in any prcesses develped by it. 12.5 All intellectual prperty rights in the wrks carried ut under the Cntract are hereby assigned and shall vest in the Purchaser abslutely. This includes any cpyright r design rights which will vest in and becme the prperty f the Purchaser as and when such rights cme int existence. 13. Indemnity 13.1 The Seller shall fully indemnify the Purchaser and its assigns, subcntractrs and custmers frm and against any claims, liabilities, actins, demands, damages, lss, csts and expenses (including, withut limitatin, legal csts n an indemnity basis):- sustained by the Purchaser and its assigns, subcntractrs and custmers r fr which the Purchaser and its assigns, subcntractrs and custmers may be liable as a result f the Seller s breach f r failure t perfrm its bligatins under the Cntract; and resulting frm death, injury, lss r damage t persns r prperty caused r cntributed by the negligence, act, default r missin f the Seller, its emplyees, sub-sellers (if permitted in writing) r agents. 13.2 The Seller accepts liability fr all ther claims, liabilities, actins, demands, lss, damage, csts and expenses (including, withut limitatin, legal csts n an indemnity basis) incurred by the Purchaser and its assigns, subcntractrs and custmers and which is attributable t negligence, act, default r missin n the part f the Seller, its emplyees, subcntractrs (if permitted under Clause 21.2) r agents r resulting frm r in cnnectin with the furnishing f the Gds r Services by the Seller r therwise arises r results frm a breach f the Cntract. 14. Reservatin Clause The Purchaser shall nt be bligated t fulfill this Cntract if such fulfillment is prevented by any impediments arising ut f natinal r internatinal freign trade r custms requirements r any embargs r ther sanctins. 15. Frce Majeure 15.1 A Party will nt be liable t the ther fr any delay in r failure t perfrm its bligatins as a result f any cause beynd its reasnable cntrl, including acts f Gd, acts f terrrism, acts f war r threat theref, fire, fld, explsin, pwer failure resulting frm fires, explsins and ther acts f Gd, infectius diseases, epidemics r gvernment actin. If any such delay is caused by the delay f a subcntractr f the Seller (if permitted under Clause 21.2), and is beynd the cntrl and withut the fault r negligence f bth the Seller and such permitted subcntractr, the Seller shall incur n liability fr such delay unless the Gds t be furnished by such permitted subcntractr were btainable frm ther surces in sufficient time t meet the required delivery hereunder. The Seller shall ntify the Purchaser immediately upn learning f any event which may result in any delay. 15.2 If such delay r failure cntinues fr at least 1 mnth, the Parties shall be entitled t frthwith terminate the Cntract by ntice in writing. In such event, n Party shall have any claim against the ther in respect f such frce majeure. 16. Terminatin 16.1 The Purchaser shall be entitled t cancel the Purchase Order in respect f all r part f the Gds and/r Services by giving ntice t the Seller at any time prir t delivery, in which event the Purchaser shall pay a fair and reasnable sum fr and accept delivery f all finished Gds manufactured by the Seller and Services prperly rendered at the date f cancellatin. 16.2 The Purchaser shall be entitled t terminate the Cntract frthwith withut liability t the Seller by giving ntice t the Seller at any time if:- the Purchaser determines in gd faith that the Seller is in breach f the Cntract and, in the case f a breach capable f remedy, fails t remedy the breach within 14 days f being ntified f the breach in writing; r the Seller makes any vluntary arrangement with its creditrs r (being an individual r firm) becmes bankrupt r (being a cmpany) ges int liquidatin (whether cmpulsry r vluntary, therwise than fr the purpse f amalgamatin r recnstructin) r have an rder made r reslutin passed fr such winding-up r shall therwise becme inslvent r make such prpsal, assignment r arrangement fr the benefit f its creditrs r have a receiver r manager appinted ver its affairs r have an applicatin made t curt fr the appintment f a judicial manager r be placed under a judicial management rder; r (iii) an encumbrancer takes pssessin, r a receiver is appinted, ver any f the prperty r assets f the Seller; r (iv) the Seller ceases, r threatens t cease, t carry n business; r (v) there is a change in cntrl f the Seller which in the reasnable pinin f the Purchaser adversely affects the psitin, rights r interests f the Purchaser. Fr the purpses f this sub-clause, cntrl means the ability t direct the affairs f anther whether SIEMENS PTE LTD (RC N. 199605166D) Page 5 f 9 Versin 01/10/2015
(vi) by virtue f cntract, wnership f shares, r therwise hwsever; r in the reasnable pinin f the Purchaser, there ccurs a material change in the financial psitin f the Seller which is likely t affect the Seller's ability t perfrm its bligatins under the Cntract; r 17.4 The Seller shall infrm the Purchaser immediately f any nncmpliance with the abve Clause 17.1. Shuld either allegatins f the Seller s nn-cmpliance with the abve Clause 17.1 r ther claims which threaten t endanger the Purchaser s reputatin becme public, e.g. by way f media cverage, the Seller shall prvide a written statement, immediately upn the Purchaser s request, cncerning the Seller s nn-cmpliance r the allegatins made. (vii) the Purchaser reasnably apprehends that any f the events mentined abve is abut t ccur in relatin t the Seller and ntifies the Seller accrdingly; r (viii) if the events referred t in Clause 14 cntinues fr at least 1 mnth; r (ix) if the Purchaser determines in gd faith that the Seller has breached any f its representatins and warranties in Clause 18. 16.3 Terminatin f the Cntract shall nt discharge either Party frm any existing bligatin accrued due n r prir t the date f terminatin. 16.4 Fr the avidance f dubt, any terminatin r cancellatin f the Cntract shall nt affect the cntinuance in frce f Sftware licences granted t the Purchaser r its custmers. 16.5 In the event that the Purchaser terminates the Cntract in whle r in part as prvided in Clause 16.2 abve, the Purchaser may prcure, upn such terms and in such manner as the Purchaser deems apprpriate, replacement Gds and/r Services and the Seller shall reimburse the Purchaser upn demand fr all additinal lss, cst and expense incurred by the Purchaser in purchasing such substitute Gds and/r Services. 16.6 The rights and remedies granted t the Purchaser pursuant t the Cntract are in additin t, and shall nt limit r affect, any ther rights r remedies available at law r in equity. 17. Crprate Respnsibility and Security in the Supply Chain 17.1 The Seller shall cmply with the principles and requirements f the "Cde f Cnduct fr Siemens Suppliers and Third Party Intermediaries" attached heret as Annex 1 (hereinafter the Cde f Cnduct ) and shall execute the Declaratin f Cmpliance ( Declaratin ) and return the duly executed Declaratin t the Purchaser as may be prescribed by the Purchaser. The Seller shall further prvide the necessary rganizatinal instructins and take measures, particularly with regard t the fllwing types f security: premises security, packaging and transprt, business partner, persnnel and infrmatin - in rder t guarantee the security in the supply chain accrding t the requirements f respective internatinally recgnized initiatives based n the WCO SAFE Framewrk f Standards (e.g. AEO, CTPAT). The Seller shall prtect the Gds and Services prvided t the Purchaser r prvided t third parties designated by the Purchaser against unauthrised access and manipulatin. The Seller shall nly deply reliable persnnel fr thse Gds and Services and shall bligate any sub-sellers t take equivalent security measures. 17.2 If requested by the Purchaser, the Seller shall nt mre than nce a year either at its ptin prvide the Purchaser with a written self assessment in the frm prvided by the Purchaser, r a written reprt apprved by the Purchaser describing the actins taken r t be taken by the Seller t assure cmpliance with the abve Clause 17.1. 17.3 The Seller shall maintain cmplete and accurate recrds f and supprting dcumentatin fr the Seller s cmpliance with the abve Clause 17.1. The Seller agrees t prvide such dcumentatin and ther infrmatin as reasnably requested by the Purchaser t verify the Seller s cmpliance with the abve Clause 17.1. 17.5 The Purchaser and its authrised agents and representatives and/r a third party appinted by the Purchaser and reasnably acceptable t the Seller, shall be entitled (but nt bliged) t cnduct als at the Seller s premises inspectins in rder t verify the Seller s cmpliance with the abve Clause 17.1. Any inspectin may nly be cnducted upn prir written ntice f the Purchaser, during regular business hurs, in accrdance with any applicable data prtectin law and shall neither unreasnably interfere with the Seller s business activities nr vilate any f the Seller s cnfidentiality agreements with third parties. The Seller shall reasnably cperate in any inspectins cnducted. Each Party shall bear its expenses in cnnectin with such inspectin. 17.6 In additin t ther rights and remedies the Purchaser may have, in the event f: the Seller s material r repeated failure t cmply with the abve Clause 17.1, r the Seller s denial f the Purchaser s right f inspectin as set ut in Clause 17.5, after prviding the Seller reasnable ntice and a reasnable pprtunity t remedy, the Purchaser may terminate the Cntract and/r any Purchase Order issued hereunder withut any liability whatsever. Material failures include, but are nt limited t, incidents f failure t ensure security in the supply chain, child labur, crruptin and bribery, and failure t cmply with the Cde f Cnduct s envirnmental prtectin requirements. 18. Cmpliance with Applicable Anti-Crruptin, Antitrust, Anti- Mney Laundering and Other Criminal Laws 18.1 The Seller represents and warrants that it will cmply with all applicable anti-crruptin, antitrust, anti-mney laundering r ther criminal laws, rules r regulatins in respect f the activities cntemplated by the Cntract. 18.2 The Seller represents and warrants that n prtin f its cmpensatin, reimbursement r ther benefit has been r shall be, directly r indirectly, prmised, ffered r given t a Gvernment Official fr the Gvernment Official himself r herself r anther persn r entity, in rder t influence fficial actin r secure an imprper advantage in relatin t the business f the Purchaser. 18.3 The term Gvernment Official shall include any fficer, directr r emplyee f a gvernment at any level r f a gvernment-cntrlled entity r f a public internatinal rganisatin, r f a nngvernmental institutin which emplyees are treated because f that status r therwise as fficials under laws applicable t the parties t this Cntract, r any persn acting in an fficial capacity fr r n behalf f any f the freging, r any plitical party r fficial theref, r candidate fr plitical ffice. Fr the purpses f this Cntract, the term gvernment-cntrlled entity includes, but is nt limited t, any entity, whether rganised under public r private law, in which ne r mre gvernmental entities has sufficient interest t give it cntrl. Any entity which is at least fifty percent (50%) wned by, r is cntrlled-in-fact by, any gvernment r gvernmental entity qualifies as a gvernment-cntrlled entity. 18.4 The Seller hereby represents and warrants that it and all f its directrs, fficers, and emplyees wh will perfrm services under the Cntract are familiar with the rules, restrictins and principles herein and agrees t take apprpriate steps t ensure cmpliance therewith by any such persns in respect f the activities cntemplated by the Cntract. 18.5 The Seller hereby represents and warrants the fllwing: SIEMENS PTE LTD (RC N. 199605166D) Page 6 f 9 Versin 01/10/2015
neither the Seller nr any clse relative f the Seller (a) is a Gvernment Official r (b) has any persnal r business relatinship r assciatin with any Gvernment Official in any cuntry in which the Seller will prvide Gds and Services t the Purchaser pursuant t the Cntract; and/r n directr, fficer, r cntrlling sharehlder f the Seller and n emplyee wh will perfrm services under the Cntract is a Gvernment Official r has any clse persnal r business relatinship r assciatin with any Gvernment Official wh is r will be in a psitin t affect r influence the award f business r ther advantages t the Purchaser in any cuntry in which the Seller will prvide Gds and Services t the Purchaser pursuant t the Cntract. 18.6 If, during the term f the Cntract, the Seller becmes aware that the representatin and warranty set frth in this Clause 18 are n lnger true and crrect, the Seller must ntify the Purchaser in writing within 10 business days, and, whether r nt s ntified within that time perid, if the Purchaser determines that the changed circumstances prvide gd cause t terminate the Cntract in accrdance with Clause 16 abve, the Cntract may be terminated at the Purchaser s sle discretin. 18.7 In the event that the Purchaser has reasnable grunds t believe (n the basis f credible infrmatin, including, but nt limited t, thirdparty statements that the Purchaser believes t be reliable r wellsurced press reprts) that there has been a material breach f the representatins and warranties cntained in this Clause 18 heref, the Purchaser, r a third party acting n the Purchaser s behalf, shall have the right t audit the bks and recrds f the Seller pertaining t the Seller s perfrmance f services under the Cntract. The Seller agrees t fully cperate in the event f any such audit. 18.8 The Seller agrees that the Purchaser may, at any time and fr any reasn, disclse the existence and terms f the Cntract, including the Seller s identity and cmpensatin under the Cntract, t any persn the Purchaser determines has a legitimate need fr that infrmatin, including but nt limited t any gvernment r gvernment agency. 19. Envirnmental Prtectin, Duties t Declare, Dangerus Gds 19.1 Shuld the Seller deliver legally permissible Gds, which are, hwever, subject t statutrily-impsed substance restrictins and/r infrmatin requirements (e.g. REACH, RHS), Seller shall declare such substances in the web database BOMcheck (www.bomcheck.net) r in a reasnable frmat prvided by Purchaser n later than the date f first delivery f Gds. The freging shall nly apply with respect t laws which are applicable at the registered seat f Seller r Purchaser r at the designated place f delivery requested by Purchaser. Furthermre, Seller shall als declare all substances which are set ut in the Siemens list f declarable Substances applicable at the time f delivery in the manner described abve. 19.2 Shuld the delivery cntain gds which are classified as dangerus gds accrding t internatinal regulatins, the Seller will infrm the Purchaser heref in a frm agreed upn between Seller and Purchaser, but in any case n later than the date f Purchase Order cnfirmatin. 20. Cmpliance with Persnal Data Prtectin Laws 20.1 The Seller undertakes that: it will cmply with the Persnal Data Prtectin Act 2012 (Singapre) and any applicable privacy and data prtectin laws which it is subject t; (iii) it will nt sell, share r therwise use r disclse any persnal data cllected frm Purchaser withut the prir written cnsent f Purchaser; and (iv) the persnal data cllected frm Purchaser is available nly t its emplyees wh have a legitimate business need t access the persnal data, wh are bund by cnfidentiality bligatins and wh are aware f the Seller s privacy and data prtectin bligatins under the Persnal Data Prtectin Act 2012. 20.2 In the event the Seller breaches any f the freging prvisins, the Seller shall indemnify, defend and hld harmless Purchaser frm and against any and all liabilities, fines, penalties, csts, damages, expenses, legal csts arising ut f r in relatin t any unauthrized use r disclsure f persnal data cllected frm Purchaser and/r the Seller s breach f the Persnal Data Prtectin Act 2012 and any applicable privacy and data prtectin laws which it is subject t. 21. Miscellaneus 21.1 The Purchaser is a member f the grup f cmpanies ( the Siemens grup f cmpanies ) whse hlding cmpany is Siemens Aktiengesellschaft ( SAG ), and accrdingly the Purchaser may perfrm any f its bligatins r exercise any f its rights hereunder by itself r thrugh any ther member f this grup, prvided that any act r missin f any such ther member shall be deemed t be the act r missin f the Purchaser. 21.2 The Seller shall nt, either in whle r in part, subcntract r assign any rights, duties r bligatins under the Cntract, r any claims fr any debt wed by the Purchaser t the Seller under the Cntract unless the Purchaser gives its prir written cnsent, such cnsent t be signed by its authrised representatives, t such assignment r subcntract. If the Purchaser gives its written cnsent, the Seller is nt relieved f any f its bligatins under the Cntract. The Purchaser may attach cnditins t the giving f its cnsent. Any attempted delegatin r assignment therwise shall be vid. 21.3 If the Gds r Services supplied under the Cntract require the Purchaser t have any permit r licence frm any gvernmental r ther regulatry authrity, the Cntract shall be deemed cnditinal upn such permit r licence being granted at the required time. 21.4 Withut prejudice t Clause 9.1, the Seller represents and warrants that it shall cmply with all applicable laws, rules, regulatins and requirements and shall btain at its wn csts and expense, all necessary permits and licences. Upn request, the Seller shall furnish t the Purchaser infrmatin r dcumentatin f the Seller's cmpliance as well as any ther infrmatin r dcumentatin required t enable the Purchaser t cmply with any laws, rules, regulatins and requirements applicable t its receipt and use f any Gds r Services. 21.5 If any prvisin f these Cnditins is held by any cmpetent authrity t be invalid r unenfrceable in whle r in part, such prvisin shall be cnstrued, limited r, if necessary, severed t the extent necessary t eliminate such invalidity r unenfrceability and the validity f the ther prvisins f these Cnditins and the remainder f the prvisin in questin shall nt be affected thereby but shall remain in full frce and effect. it will take all apprpriate and cmmercially reasnable security arrangements t prevent unauthrized access, cllectin, use, disclsure, cpying, mdificatin, dispsal r similar risks f any persnal data which it receives and cllects frm Purchaser; 21.6 The Purchaser des nt waive any right under this Cntract by failing t insist n cmpliance with any f the terms f this Cntract r by failing t exercise any right hereunder. Any waivers granted hereunder are effective nly if recrded in writing and signed by an authrised representative f the Purchaser. N waiver by the Purchaser f any breach f the Cntract by the Seller shall be cnsidered as a waiver f any subsequent breach f the same r any ther prvisin. SIEMENS PTE LTD (RC N. 199605166D) Page 7 f 9 Versin 01/10/2015
21.7 The Cntract is the entire agreement between the Parties and shall supersede any previus cmmunicatins, representatins r agreements, whether verbal r written, with respect t the subject matter heref and may nt be changed unless agreed in writing and signed by prperly authrised representatives f bth Parties. 21.8 All ntices must be in writing, signed by the authrised representatives f bth parties and sent t the address r fax number set ut in the Cntract. They may be delivered by hand, r by prepaid registered pst r by facsimile and shall be deemed t have been served:- if by hand, at time f delivery; if by prepaid registered pst, 3 wrking days after psting; r (iii) if by facsimile, n the date printed n the facsimile transmissin reprt prduced by the sender s machine. 21.9 Only upn Purchaser s prir written apprval may Seller be allwed t mentin the Purchaser as a reference custmer and/r make reference t the Gds r Services which the Seller has develped during the perfrmance f an rder fr the Purchaser. 21.10 Save fr the Siemens grup f cmpanies, the Parties d nt intend that any term f the Cntract shuld be enfrceable, by virtue f the Cntracts (Rights f Third Parties) Act (Chapter 53B f Singapre) r therwise, by any persn wh is nt a party t the Cntract. 21.11 The Cntract shall be gverned by and cnstrued in accrdance with the laws f Singapre. The applicatin f the United Natins Cnventin n Cntracts fr the Internatinal Sale f Gds f April 11, 1980 shall be excluded. The Parties submit themselves t the exclusive jurisdictin f the Singapre curts. SIEMENS PTE LTD (RC N. 199605166D) Page 8 f 9 Versin 01/10/2015
ANNEX 1 CODE OF CONDUCT FOR SIEMENS SUPPLIERS AND THIRD PARTY INTERMEDIARIES (Versin 3.0, July 2015) This Cde f Cnduct defines the basic requirements placed n Siemens suppliers and third party intermediaries cncerning their respnsibilities twards their stakehlders and the envirnment. Siemens reserves the right t reasnably change the requirements f this Cde f Cnduct due t changes f the Siemens Cmpliance Prgram. In such event, Siemens expects the supplier t accept such reasnable changes. The supplier and/r third party intermediary declares herewith: Legal cmpliance t cmply with the laws f the applicable legal systems. Prhibitin f crruptin and bribery t tlerate n frm f and nt t engage directly r indirectly in any frm f crruptin r bribery and nt t grant, ffer r prmise anything f value t a gvernment fficial r t a cunterparty in the private sectr t influence fficial actin r btain an imprper advantage. Fair cmpetitin, anti-trust laws and intellectual prperty rights Cnflicts f interest t act in accrdance with natinal and internatinal cmpetitin laws and nt t participate in price fixing, market r custmer allcatin, market sharing r bid rigging with cmpetitrs; t respect the intellectual prperty rights f thers. t avid all cnflicts f interest that may adversely influence business relatinships. Respect fr the basic human rights f emplyees t prmte equal pprtunities fr and treatment f its emplyees irrespective f skin clur, race, natinality, scial backgrund, disabilities, sexual rientatin, plitical r religius cnvictin, sex r age; t respect the persnal dignity, privacy and rights f each individual; t refuse t emply r make anyne wrk against his will; t refuse t tlerate any unacceptable treatment f emplyees, such as mental cruelty, sexual harassment r discriminatin; t prhibit behaviur including gestures, language and physical cntact, that is sexual, cercive, threatening, abusive r explitative; t prvide fair remuneratin and t guarantee the applicable natinal statutry minimum wage; t cmply with the maximum number f wrking hurs laid dwn in the applicable laws; t recgnize, as far as legally pssible, the right f free assciatin f emplyees and t neither favur nr discriminate against members f emplyee rganizatins r trade unins. Prhibitin f child labur t emply n wrkers under the age f 15 r, in thse cuntries subject t the develping cuntry exceptin f the ILO Cnventin 138, t emply n wrkers under the age f 14. Health and safety f emplyees t take respnsibility fr the health and safety f its emplyees; t cntrl hazards and take the best reasnably pssible precautinary measures against accidents and ccupatinal diseases; t prvide training and ensure that emplyees are educated in health and safety issues; t set up r use a reasnable ccupatinal health & safety management system 1. Envirnmental prtectin t act in accrdance with the applicable statutry and internatinal standards regarding envirnmental prtectin; t minimize envirnmental pllutin and make cntinuus imprvements in envirnmental prtectin; t set up r use a reasnable envirnmental management system 1. Supply chain t use reasnable effrts t prmte amng its suppliers cmpliance with this Cde f Cnduct; t cmply with the principles f nn-discriminatin with regard t supplier selectin and treatment. Cnflict Minerals t take reasnable effrts t avid in its prducts the use f raw materials which directly r indirectly finance armed grups wh vilate human rights. Nte: 1) Fr further infrmatin see: www.siemens.cm/prcurement/cr/cde-f-cnduct SIEMENS PTE LTD (RC N. 199605166D) Page 9 f 9 Versin 01/10/2015