Purchase Order Terms and Conditions

1.1   These Purchase Order Terms and Conditions (“Conditions”) are for the accompanying Purchase Order relating to the purchase of goods (“Goods”) and/or services (“Services”) issued by SP Manufacturing Pte. Ltd. (“SPM”) to the seller listed on such Purchase Order (“Seller”) and apply to the exclusion of any other terms that Seller may seek to impose or incorporate.

1.2   The Purchase Order constitutes an offer by SPM to purchase the Goods and/or Services specified therein in accordance with these Conditions and is deemed accepted on the earlier of the following: (i) when Seller returns with an acknowledgement in writing within 5 working days (or such shorter period as may be set out in the Purchase Order) and (ii) Seller does any act consistent with fulfilling the Purchase Order. SPM retains the right to withdraw the Purchase Order if the delivery lead time has changed and is beyond acceptable period from required delivery date.

1.3   Acceptance is limited to its provisions without additions, deletions, or other modifications.

1.4   SPM will not be responsible for goods or services delivered without issuance of its standard Purchase Order.

2.1   The Purchase Order is subject to the terms and conditions:
(i)     specified herein;
(ii)    specified on the face of the accompanying Purchase Order; and
(iii)   if applicable, specified in SPM’s written agreement with Seller relating to the Goods and/or Services to which the accompanying Purchase Order relates.

2.2  Acceptance of all or part of the Goods or Services shall not:
(i)     constitute or be deemed a waiver of SPM’s right to cancel or return all or any portion of the Goods or Services that do not conform to the Purchase Order;
(ii)    bind SPM to accept future shipments of goods or services; or
(iii)   preclude SPM from making any claim for damages or breach of warranty.

2.3  All purchases are subject to inspection and rejection by SPM notwithstanding prior payment. Rejected Goods will be returned at Seller’s expense for transportation both ways and all related labour and packing costs.

2.4  Subject to Paragraph 2.5, SPM may at any time, by written notice, make changes within the general scope of the Purchase Order in any one or more of the following:
(i)     quantity of the Goods;
(ii)    drawings, designs or specifications;
(iii)   method of shipment or packing; and
(iv)   place of delivery.

2.5  If any such change causes an increase or decrease in the cost of, or the time required for, the performance of the Purchase Order, Seller may request an equitable adjustment in the price or delivery schedule, or both, by notice in writing to SPM and the Purchase Order shall be modified in writing accordingly upon agreement by both parties, provided that if parties are unable to agree on such adjustment within 5 business days of Seller’s notice pursuant to this Paragraph (or such other period as parties may agree in writing), no changes (including any changes proposed by SPM pursuant to Paragraph 2.4) shall be made to the Purchase Order.

SPM’s liability to pay any amount to Seller for any reason shall not exceed the amount SPM has agreed to pay Seller for the Goods or Services. SPM SHALL NOT BE LIABLE TO SELLER FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR COMMERCIAL LOSSES ARISING FROM THE PURCHASE OF GOODS AND/OR SERVICES REGARDLESS OF THE CAUSE OF ACTION OR THE FORM OF THE CLAIM FOR DAMAGES, AND EVEN IF SPM IS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

4.1  Title conveyed to SPM by Seller shall be good and merchantable and its transfer rightful. The Goods and Services shall be delivered free and clear of any lien, security interest, claim or encumbrance whatsoever.

4.2  Title and risk in the Goods shall only pass to SPM on completion of delivery in accordance with Paragraph 7.

5.1  Seller agrees to defend, indemnify and hold harmless SPM and its officers, directors, shareholders, affiliated entities, employees, agents, representatives, successors and assigns (“Indemnitees”) from all losses, liabilities, damages, and/or expenses (including legal costs calculated on a full indemnity basis and all other professional costs and expenses) which may be sustained or incurred by an Indemnitee as a result of or in connection with:
(i)    any breach by the Seller of the terms of the Purchase Order, any written agreement referred to in Paragraph 2.1(iii), or these Conditions (including any warranty in Paragraph 12);
(ii)   any defective Goods or negligent Services, including the cost of returning any such Goods to Seller (whether pursuant to Paragraphs 2, 8 or 14 or otherwise);
(iii)  any injury to Seller employees while providing Goods or Services to SPM or any of its affiliated entities;
(iv)  Seller’s use of automobiles, trucks, or heavy equipment; or
(v)   any claim that the Goods or Services supplied by Seller or the supply or use of such Goods or Services by SPM, as the case may be, infringe any intellectual property rights of a third party. Seller shall, at the request of SPM or the relevant affiliated entity, defend any such claim, action or lawsuit.

5.2  If the Goods or Services become, or in Seller’s opinion, are likely to become the subject of any claim that such Goods or Services infringe the intellectual property rights of a third party, Seller shall, without prejudice to SPM’s rights under Paragraph 5.1, do one of the following at Seller’s option and expense:
(i)    procure for SPM the right to continue using the Goods or Services;
(ii)   replace or modify the Goods or Services so that they become non-infringing without losing functionality; or
(iii)  subject to obtaining SPM’s prior written approval, terminate SPM’s right to use the Goods and/or Services, whereupon Seller will refund to SPM all amounts paid for such Goods or Services.

5.3  The indemnity under this Paragraph 5 shall survive delivery and acceptance of Goods and Services and termination or expiration of the Purchase Order and/or SPM’s written agreement with Seller, if applicable.

Any tax, tariff or duty which is imposed upon Seller by any governmental authority and included by the Seller in the price shall be separately stated and declared to SPM and must be individually itemised on both the Purchase Order and on the Seller’s invoice(s).

7.1  The Seller shall deliver the Goods and/or Services on the date, and in accordance with the terms (including as to delivery location), specified in the Purchase Order.

7.2  SPM reserves its rights to reject and/or return the Goods or Services if the Seller fails to deliver the Goods or Services by the specified time or to the specified delivery location (as applicable).

7.3  Any rescheduling of the delivery date shall be by written request to SPM no later than 4 weeks prior to the delivery date specified in the Purchase Order and subject to SPM’s written approval.

7.4  A Certificate of Conformance must be included for every shipment.

Quantities of Goods or Services ordered may not be changed by Seller without prior written approval from SPM. If the total or any portion of the Goods received either exceeds or falls below the quantities ordered, SPM shall have the right to:
(i)    accept such Goods, and the Seller shall make a pro rata adjustment to the invoice for the Goods, provided that the acceptance by SPM of any quantity of Goods below the ordered quantity shall not prejudice SPM’s right to require the Seller to procure, at Seller’s expense, the delivery of the shortfall as soon as reasonably practicable thereafter or any other rights SPM may have under these Conditions (including under Paragraph 16.1(vi)); or
(ii)   reject and return any such shipments or portions thereof at Seller’s expense for transportation both ways and all related labour and packing costs.

9.1  Seller shall ensure that all Goods and any deliverables in connection with the Services (“Deliverables”) shall be packed and packaged to:
(i)    ensure safe arrival to the delivery location specified in the Purchase Order;
(ii)   comply with requirements of common carriers;
(iii)  meet SPM’s written instructions; and
(iv)  meet the requirements of all applicable laws, ordinances, rules and regulations.

9.2  Seller shall ensure that the SPM part number, Purchase Order number, and manufactured date / Date Code are clearly labelled on each package. If applicable, any special storage instructions and (where the Goods are delivered by instalments) the outstanding balance of the Goods remaining to be delivered shall also be clearly labelled on each package.

9.3  Seller shall ensure that all shipping packaging is marked clearly to show the Purchase Order number, ship date, and the names of the consignee and consigner.

9.4  Seller shall include an itemized packing list with each shipment if shipping from outside Singapore.

10.1  The Seller shall, on and from the date and for the duration specified in the Purchase Order, supply the Services to SPM in accordance with the terms of the Purchase Order.

10.2  The Seller shall meet any performance dates for such Services as may be specified in the Purchase Order or notified by SPM to the Seller in writing, and time is of the essence in relation to any such dates.

10.3  In providing the Services, the Seller shall:
(i)     cooperate with SPM in all matters relating to such Services, and comply with all of SPM’s reasonable instructions;
(ii)    perform such Services with the best care, skill, and diligence in accordance with best practices in the Seller’s industry, profession, or trade;
(iii)   use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Seller’s obligations are fulfilled in accordance with the terms of the Purchase Order and these Conditions;
(iv)   ensure that the Services will conform with the descriptions, standards, and specifications set out (or referred to) in the Purchase Order and any Deliverables shall be fit for any purpose that SPM expressly or impliedly makes known to the Seller;
(v)    provide all equipment, tools, and vehicles and such other items as are required to provide the Services;
(vi)   use the best quality goods, materials, standards, and techniques, and ensure that all Deliverables, and all goods and materials supplied and used in the Services or transferred to SPM, will be free from defects in workmanship, installation, and design;
(vii)  obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
(viii) observe all rules and regulations (including any applicable security requirements) that may apply at any of SPM’s premises;
(ix)   not do or omit to do anything which may cause SPM to lose any licence, authority, consent, or permission upon which it relies for the purposes of conducting its business, and the Seller acknowledges that SPM may rely or act on the Services.

10.4  The Seller grants to SPM, or shall procure the direct grant to SPM of, a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to copy and/or modify the Deliverables (excluding SPM Materials) for the purpose of receiving and using the Services and the Deliverables.

10.5  Subject to Paragraph 15, SPM grants the Seller a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and, if necessary for the provision of the Services, modify any SPM Materials for the term of the Services and solely for the purposes of providing the Services to SPM.

10.6  The Seller acknowledges that all rights in the SPM Materials are, and shall remain, the exclusive property of SPM.

11.1  Seller shall issue a separate invoice for each separate (i) shipment of Goods or (ii) Service provided.

11.2  Each invoice shall include (where relevant) :
(i)     the Purchase Order number;
(ii)    SPM’s part numbers;
(iii)   the quantities shipped; and
(iv)   details of the Service provided.

11.3  Undisputed amounts shall be paid in accordance with the payment terms set out in the Purchase Order and subject to receipt and acceptance of the Goods and/or Services and a correct invoice relating to such Goods and/or Services. Delays in (i) receipt of Goods or Services by SPM, (ii) acceptance of Goods or Services by SPM, or (iii) receipt by SPM of a correct invoice will be just cause for SPM to withhold payment without losing discount privileges. Cash discounts referable to invoice dates, if any, shall be computed as commencing from the latest to occur of sub-Paragraphs (i), (ii), or (iii).

11.4  SPM shall not be liable to Seller for any expenses paid or incurred by Seller unless requested by SPM, and agreed to in advance by SPM in writing. Seller shall provide SPM with such documentation, as may be reasonably requested by SPM, evidencing all approved expenses included in an invoice.

12.1  Seller warrants that the Goods or Services delivered, the packaging, labelling and sorting thereof, any installation, repair, and maintenance of Goods or Deliverables (as the case may be), and the performance of any other obligations pursuant to the Purchase Order, will:
(i)     be free of infringement of the intellectual property rights of third parties, including without limitation, any patent, trademark, trade name, copyright or right of publicity, or misappropriate any trade secret or violate any license or any other rights;
(ii)    be free from defects in material and workmanship, be of even kind and quality and run without variation;
(iii)   be of satisfactory and merchantable quality;
(iv)   be fit for the intended use of SPM (whether made known to Seller expressly or by implication), SPM’s customers and any other intended uses of such Goods (including any uses held out by Seller) and in these respects SPM relies on Seller’s skill and judgement;
(v)    be new and not refurbished;
(vi)   be of grade and performance in conformity with all specifications, blueprints, designs, drawings, samples, models, descriptions, instructions, and other items referred to in the Purchase Order;
(vii)  strictly comply with the provisions of Paragraph 13, where applicable;
(viii) strictly comply with all applicable statutory and regulatory laws, codes, ordinances, regulations, executive orders, industry standards, and other requirements relating to their manufacture, labelling, packaging, shipping, storage, handling, and delivery; and
(ix)   strictly comply with SPM’s supplier code of conduct (as may be amended by SPM from time to time by written notice to the Seller), and the Seller hereby acknowledges it has received a copy of the same.

12.2  Seller represents and warrants to SPM that all information (including any specifications or blueprints) given to SPM in relation to the Goods and/or Services was when given, and remains, true and accurate in all material respects.

12.3  Seller shall maintain, solely at Seller’s cost and expense, all licenses, permits, approvals, and the like necessary to conduct its business and perform its obligations under the Purchase Order.

12.4  Seller shall certify and declare that the Goods and/or Services provided to SPM comply with regulatory requirements (e.g., Restriction of Hazardous Substances Directive, Registration, Evaluation, Authorisation and Restriction of Chemicals, Conflict Minerals, etc.) if requested by SPM.

12.5  The warranty period shall be default 12 months from the date of acceptance by SPM unless written waiver is obtained from SPM.

13.1  Manufacturing date codes for the following categories of items shall comply with the below unless a specific written waiver is obtained in advance from SPM.
(i)     Electronics and electrical components must be within 30 months of acceptance.
(ii)    Integrated Circuit chips must be within 18 months of acceptance.
(iii)   All other material types must be within 24 months of acceptance.

13.2  In respect of any Goods with a shelf life, Seller shall, as soon as reasonably practicable and no later than the date of shipment of such Goods, notify SPM in writing of the applicable shelf life of such Goods. All such Goods shall have not less than the following shelf life remaining at the time of acceptance by SPM, unless a specific written waiver is obtained in advance from SPM:
(i)     Printed circuit boards (“PCBs”): 4 months.
(ii)    Goods (other than PCBs) with a shelf life shorter than 6 months: 4 months.
(iii)   Goods (other than PCBs) with a shelf life of 6 months or longer, but shorter than 1 year: 6 months.
(iv)   Goods (other than PCBs) with a shelf life of 1 year or longer, but shorter than 2 years: 8 months.
(v)    Goods (other than PCBs) with a shelf life of 2 years or longer: 12 months.

13.3  If any Goods do not comply with this Paragraph 13, without prejudice to any other rights or remedies SPM may have, SPM shall have the right to:
(i)     accept some or all of such Goods, and if SPM accepts some Goods only, the Seller shall make a pro rata adjustment to the relevant invoice for the Goods, provided that such acceptance shall not prejudice SPM’s right to require the Seller to procure, at Seller’s expense, the delivery of the remainder of such Goods that are in compliance with this Clause 13; or
(ii)    reject and return any such shipments or portions thereof at Seller’s expense for transportation both ways and all related labour and packing costs.

14.1  SPM shall have the right to inspect and test the Goods or Services ordered at any time, including during their manufacture and construction notwithstanding any prior payment or inspection. Defective Goods or Services not in compliance with SPM’s drawings, specifications or standards may at any time be rejected even though such Goods or Services may have previously been inspected and accepted. Without limiting any rights it may have, SPM at its sole option may require Seller, at Seller’s expense to:
(i)     promptly repair or replace any or all rejected Goods and/or Services; or
(ii)    refund the fees paid for any or all rejected Goods and/or Services.

14.2  All such rejected Goods will be held for Seller’s prompt instruction and at Seller’s risk.

14.3  Rejected Goods will be transported for return to Seller or destroyed, in each case at Seller’s cost.

14.4  Nothing contained herein shall relieve in any way Seller from the obligation of testing, inspection, and quality control. Payment for Goods or Services prior to inspection shall not constitute acceptance thereof and is without prejudice to any and all claims SPM may have against Seller or any other party.

15.1  SPM’s confidential and proprietary information includes, without limitation, its business plans; business strategies; marketing plans; industry and competitive information; technology, product and proposed product information; pricing and cost arrangements and agreements with SPM, distributors, customers, suppliers, licensers and licensees; information relating to its customer base; information concerning employees and financial information (“SPM Materials”). All such confidential and proprietary information shall:
(i)     remain the property of SPM,
(ii)    be carefully preserved and maintained by Seller at its expense, and
(iii)   be promptly returned to SPM or satisfactorily accounted for upon completion of the Purchase Order or upon SPM’s written demand (and until such return or accounting, Seller shall remain bound by this Paragraph 15),

and Seller shall not:

(iv)   at any time disclose to any person any SPM Materials except as permitted by Paragraph 15.2; and
(v)    use any SPM Materials for any purpose other than to exercise its rights and perform its obligations under the Purchase Order.

15.2  Seller may disclose SPM Materials:
(i)     to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of exercising Seller’s rights or carrying out its obligations under the Purchase Order, provided that Seller ensures that such person complies with this Paragraph 15; and
(ii)    as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

16.1  If:
(i)     Seller repudiates the Purchase Order;
(ii)    fails to make delivery of the Goods, or perform the Services, by the dates and/or times specified therein (or, if no time of delivery has been specified, within 15 days after acceptance of the Purchase Order by Seller); or
(iii)   SPM rejects the Goods or Services or revokes acceptance thereof,

then with respect to any and all Goods or Services involved, SPM shall, without limiting or affecting other rights or remedies available to it, be entitled to:

(iv)   terminate the Purchase Order in whole or in part with immediate effect by giving written notice to the Seller;
(v)    refuse to accept any subsequent delivery of the Goods and/or performance of the Services which the Seller makes or attempts to make;
(vi)   recover from the Seller any costs incurred by SPM in obtaining goods and/or services from a third party in substitution for those due from the Seller;
(vii)  require a refund from the Seller of sums paid by SPM for Goods that the Seller has not delivered or Services that the Seller has not provided; and
(viii) claim damages for any additional costs, losses, or expenses incurred by SPM arising out of the above.

16.2  If the Seller has delivered Goods that do not comply with Paragraph 12, then, without limiting or affecting other rights or remedies available to it, SPM shall (whether or not it has accepted the Goods) be entitled to:
(i)     terminate the Purchase Order with immediate effect by giving written notice to the Seller;
(ii)    reject the Goods (in whole or in part) whether or not title has passed and return them to the Seller at the Seller’s own risk and expense;
(iii)   require the Seller to repair and/or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if already paid by SPM);
(iv)   refuse to accept any subsequent delivery of the Goods which the Seller makes or attempts to make;
(v)    recover from the Seller any expenditure incurred by SPM in obtaining goods from a third party in substitution for those due from the Seller; and
(vi)   claim damages for any additional costs, losses, or expenses incurred by SPM arising out of the above.

16.3  If the Seller has supplied Services that do not comply with Paragraphs 10 or 12, then, without limiting or affecting other rights or remedies available to it, SPM shall be entitled to:
(i)     terminate the Purchase Order with immediate effect by giving written notice to the Seller;
(ii)    return any Deliverables to the Seller at the Seller’s own risk and expense;
(iii)   require the Seller to provide repeat performance of the Services, or provide a full refund of the price paid for the Services (if already paid by SPM);
(iv)   refuse to accept any subsequent performance of the Services which the Seller makes or attempts to make;
(v)    recover from the Seller any expenditure incurred by SPM in obtaining services or deliverables from a third party in substitution for those due from the Seller; and
(vi)   claim damages for any additional costs, losses, or expenses incurred by SPM arising out of the above.

16.4  These Conditions extend to any repaired or replacement goods or substituted or remedial services provided by the Seller in connection with the Goods or Services, respectively.

16.5  SPM’s rights and remedies under these Conditions are in addition to, and not exclusive of, any rights and remedies provided or implied by statute and common law.

17.1  SPM may terminate a Purchase Order in whole or in part with immediate effect by giving Seller written notice at any time during the cancellation window applicable to the relevant Good or Service as agreed with the Seller and recorded in SPM’s purchase order systems, whereupon Seller shall discontinue all work on the Purchase Order or part thereof.

17.2  Without limiting any other rights or remedies it may have, SPM may terminate a Purchase Order in whole or in part with immediate effect by giving Seller written notice if:
(i)     any of the events in Paragraphs 16.1, 16.2 or 16.3 occur;
(ii)    other than as specified in Paragraph 17.2(i), Seller commits a material breach of any term of the Purchase Order or these Conditions and (if such breach is remediable) fails to remedy that breach within 14 days of Seller being notified by SPM in writing to do so;
(iii)   Seller takes any step or action in connection with its entering into administration, liquidation, judicial management, any composition or arrangement with its creditors, obtaining a moratorium, or winding up (other than in relation to a solvent restructuring), having a receiver appointed over its assets, or ceasing to carry on business, or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in such jurisdiction;
(iv)   Seller suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
(v)    Seller’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Purchase Order is in jeopardy; or
(vi)   (other than pursuant to any applicable cancellation window) SPM becomes entitled to terminate any other purchase order with the Seller.

17.3  On termination or expiration of the Purchase Order, Seller shall immediately return all SPM Materials. If Seller fails to do so, SPM may enter Seller’s premises solely for the purposes of taking possession of the same.

17.4  Termination or expiration of the Purchase Order, however arising, shall not affect parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach which existed at or prior to termination.

17.5  Any provision of the Purchase Order or these Conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiration hereunder shall remain in full force and effect.

A waiver of any term, condition or default of a Purchase Order must be in writing and shall not be construed as a waiver of any other term, condition, or default.

19.1  Any notice from one party to the other shall be given in writing and to the address (including email address, if any) and to the attention of the authorised person of such other party (if any) named in the Purchase Order.

19.2  Any notice shall be deemed to have been received by a party:
(i)     if delivered by hand, at the time the notice is left at its address;
(ii)    if sent by post, two business days after being deposited in the post postage prepaid in an envelope addressed to it; or
(iii)   if sent by email, at the time of transmission by the other party to it, or, if such time falls outside the normal business hours of the recipient, at the commencement of business hours on the next business day, and provided no notice of failure to deliver such email was received by the sending party.

19.3  This Paragraph does not apply to the service of any proceedings or other documents in any legal action.

The Purchase Order, these Conditions, and any written agreement referred to in Paragraph 2.1(iii) represent the entire understanding between SPM and Seller, shall supersede all prior understandings and agreements relating to the subject matter hereof, and may be amended only by written mutual agreement of the parties. In the event of a conflict between the terms and conditions of the Purchase Order and any amendment thereto, the Purchase Order shall govern and control. Notwithstanding the foregoing, the provisions of the Purchase Order will supersede any provisions of any other previously written agreement(s) that are currently in effect between the parties that govern the provision of the Goods or Services that are the subject of the Purchase Order. In the event of inconsistency between the Purchase Order, these Conditions, and the written agreement referred to in Paragraph 2.1(iii):
(i)     the Purchase Order shall prevail; and
(ii)    such written agreement shall prevail over these Conditions.

21.1  Assignment and subcontracting. Seller shall not assign the Purchase Order or any rights thereunder, nor delegate nor subcontract any duties to any third party, without the prior written consent of SPM. Any attempt to assign, delegate, or subcontract the Purchase Order or the Seller’s rights or duties thereunder shall be void and the Seller shall at all times remain responsible for the performance or conduct of the same. If SPM consents to any subcontracting by the Seller, the Seller shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.

21.2  Severance. If any provision of the Purchase Order or these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but shall not affect the validity and enforceability of the remaining provisions. If any provision is deemed deleted under this Paragraph 21.2 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21.3  Third party rights.
(i)     Save to the extent expressly stated in Paragraph 5, these Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 2001.
(ii)    The rights of the parties to rescind or vary the Purchase Order or these Conditions are not subject to the consent of any other person.

21.4  Variation. Except as set out in these Conditions, no variation of the Purchase Order or these Conditions, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.

21.5  Governing law. The Purchase Order and these Conditions shall be governed by and interpreted in accordance with the laws of Singapore.

21.6  Jurisdiction. The courts of Singapore have exclusive jurisdiction to settle any dispute arising out of or in connection with the Purchase Order or these Conditions (including any dispute regarding their existence, validity or termination).