STANDARD TERMS & CONDITIONS FOR THE SALE OF MF BUILDING & CONSTRUCTION PRODUCTS IN SINGAPORE

1.1. In these terms and conditions:
Agreement means the single agreement between MF BUILDING & CONSTRUCTION PRODUCTS PTE LTD (“MF”) and the Purchaser comprising all Orders and incorporating these terms and conditions (and any other terms or documents which MF provides to the Purchaser and which are expressed to include or be subject to these terms and conditions)
Bankruptcy Act means the Bankruptcy Act (Cap. 20) of Singapore.
Companies Act means the Companies Act (Cap. 50) of Singapore.
Consumer means an individual who “deals as a consumer” within the meaning of Section 12 of the Unfair Contracts Terms Act.
1.1. Consumer Contract means a contract for the supply of goods or services to a Consumer. Consumer Protection (Fair Trading) Actxmeans the Consumer Protection (Fair Trading) Act (Cap. 52A) of Singapore.
Contract Date means the date on which an Order becomes a binding contract between the parties pursuant to clause 3.1 or 3.2.
Force Majeure Event has the meaning given to it in clause 13. MF means MF BUILDING & CONSTRUCTION PRODUCTS PTE LTD (CRN 201412582E) Order means any purchase order for any Product placed or accepted by a Purchaser that has given rise to a binding contract between the parties pursuant to clause 3.1 or 3.2. Products means all goods offered to or supplied to the Purchaser by MF from time to time (including all products sold under the brands owned by MF or its Related Bodies Corporate).
Purchaser2 means any person or entity to whom or which MF supplies or offers to supply any Product. Related Bodies Corporate refers to all companies which are affiliated with MF and/or which otherwise own the intellectual property rights to the products sold by MF. Sale of Goods Act means the Sale of Goods Act (Cap. 393) of Singapore. SGD means the lawful currency of the Republic of Singapore Standard means an applicable standard or specification for a particular Product which is published by MF or mandatory under applicable laws or both.
Taxes has the meaning given in clause 4.2(b). Testing Services means the testing service provided by MF on the Products at the request of the Purchaser, pursuant to clause 9.1.
Test Booking means a request for Testing Services that has been confirmed by MF, pursuant to clause 9.7.
Test Reports means the report generated by MF pursuant to the test(s) conducted by its personnel pursuant to clause 9.10.
Unfair Contract Terms Act means the Unfair Contract Terms Act (Cap. 396) of Singapore.
1.2. A reference to writing or any similar expression includes facsimile transmission and electronic mail but not text messages.

2. Application of terms and conditions
2.1. Save as otherwise provided herein, these terms and conditions shall apply to all quotations, offers and purchase orders made or accepted by MF and to all Products sold or otherwise supplied by MF to a Purchaser.
2.2. Unless otherwise specified in writing by MF, so far as applicable, these terms and conditions also apply to the provision of any services accompanying the supply of, or provided in relation to, Products and, where the context allows, any reference to the sale or supply of Products includes the provision of such services.
2.3. These terms and conditions may not be varied or cancelled unless agreed to in writing by MF.
2.4. Subject to any variations under clause 2.3, these terms and conditions shall apply to the Agreement to the exclusion of any other conditions or terms which are set out in any offer, purchase order or other document submitted by or on behalf of the Purchaser or which are implied by law, trade, custom, practice or course of dealing.

3. Orders
3.1. Each Purchaser’s order must be in writing and will only give rise to a binding contract between the parties if it incorporates these terms and conditions and if MF gives written acknowledgement of its acceptance to the Purchaser. Where the order of the Purchaser does not incorporate these terms and conditions, the order will only be binding on MF after MF issues its written confirmation of the order, which confirmation is subject to, and incorporates, these terms and conditions, and after the Purchaser accepts, in writing or by conduct, such order confirmation.
3.2. Notwithstanding clause 3.1, if Products are supplied by MF without a written order/confirmation, MF’s conduct in accepting and fulfilling the order will be deemed to constitute an order confirmation (which, for the avoidance of doubt, is subject to, and incorporates, these terms and conditions) and MF invoice will constitute evidence of such order confirmation.
3.4. Each Order, together with all other Orders, form a single agreement between the parties.

4. Prices and payment
4.1.The prices of the Products are SGD and will be as set out in MF’s applicable price list (“Price List”) at the date of the Purchaser’s Order, unless otherwise specified in MF order confirmation. MF also reserves the right to change the prices for its Products and any applicable Price List prior to the date of the Purchaser’s Order, and without notice to the Purchaser. Where the Purchaser has already placed an Order, MF may, by giving written notice to the Purchaser at any time before delivery, change the price(s) of its Products and (a) any applicable price list(s) to reflect any increase in cost to MF which is due to:
(b)any factor beyond MF control (including foreign exchange fluctuations, increase in taxes and duties, significant increases in labour, materials or other manufacturing costs);
(c)any change in delivery dates, quantities, types or specifications of the Products which is requested by the Purchaser; or
any delay caused by the instructions of the Purchaser or failure of the Purchaser to give MF adequate information or instructions.
4.2. Unless otherwise specified or agreed to in writing by MF, all prices are:
(a)inclusive of delivery costs to the Purchaser’s nominated location in Singapore (in the case where delivery is made by means of MF preferred carriers); and
(b) exclusive of all taxes, goods and services tax (“GST”), sales, consumption and value added taxes, duties, excises, imposts and levies relating to the supply or use of the Products (collectively “Taxes”).
4.3. Unless otherwise agreed or specified by MF in the relevant Order (including for advance or deposit payment), payment is due and payable by the Purchaser in full within 30 days of the date of MF’s tax invoice for the said Order. The time of payment is of the essence.
4.4. Where the price payable by the Purchaser for any Order is below $500, MF may at its discretion charge an additional fee of $150 for that Order over and above the price payable for the Product.
4.5. The grant of any credit by MF to a Purchaser shall be at MF’s absolute discretion, and be on such terms as it deems fit, and MF may extend or withdraw credit to the Purchaser at any time and on such terms as it considers appropriate, in each case, at its absolute discretion.
4.6. The Purchaser will pay all amounts due under these terms and conditions to MF either by:
(a) direct transfer to MF’s nominated bank account, or such other bank account as notified by MF to the Purchaser from time to time; or
(b) Crossed Cheque made payable to MF BUILDING & CONSTRUCTION PRODUCTS PTE. LTD.
4.7. MF will be entitled to charge interest on all overdue amounts at a rate of 10.0% per annum, such interest to be compounded and calculated daily on the amount outstanding (including Taxes) after expiry of the due date for payment until it has been paid in full.
4.8.If payment is not made in accordance with clauses 4.3, 4.4 or 4.6 or any other applicable terms and conditions, or if at any time the credit standing of the Purchaser, in the opinion of MF, is at risk or has been impaired, MF may, by notice to the Purchaser, immediately suspend or cancel an Order or delivery of any Products until alternative arrangements as to payment or credit in terms satisfactory to MF have been agreed upon and provided (and in the event of any cancellation of an Order, the charges in clauses 5.2 and 5.3 will apply).
4.9. The Purchaser shall pay or reimburse MF for all applicable Taxes. Without limiting that obligation, if GST is payable on any supply made by MF under these terms and conditions, the Purchaser must pay MF an additional amount equivalent to the GST at the time the relevant payment to MF is due, and MF will provide the Purchaser with the relevant tax invoice for the purposes of such payment.
4.10. The Purchaser may not withhold or set off any payment or make deductions from any amount owing to MF without MF’s prior written consent. If the Purchaser must at any time under any applicable laws or otherwise deduct or withhold any tax or other amount from any sum payable to MF, the Purchaser shall pay such additional amount as is necessary to ensure that MF receives on the due date a net sum equal to what it would have received had no such deduction or withholding been required or made.

5. Cancellation or variation of Orders
5.1. Cancellation or variation of Orders are subject to the discretion of MF. Any requests for cancellation or variation of Orders must be submitted by the Purchaser in writing at least 2 Days ahead of the date of delivery of the relevant Order. Such requests will be accepted or rejected by MF at its discretion on a case by case basis. No such request shall be binding on MF unless and until accepted in writing by MF.
5.2. If a Purchaser submits a request under clause 5.1 and such request is accepted by MF, without prejudice to its other rights, the fees in clause 5.3 will be charged for the cancellation or variation of the Order. In addition to any such fees, MF reserves the right to charge for all work it has performed in respect of the cancelled or varied Order and all work that it will need to perform in fulfilling a varied Order or, if the work is substantially complete or the Products were made to order or are otherwise not immediately available for sale to another customer at an equivalent price, to charge for the full amount set out in the applicable Order for the cancelled or varied Order in addition to any other costs it incurs on the Purchaser’s behalf. Any charges or fees imposed in accordance with clauses 5.2 and 5.3 shall be immediately payable by the Purchaser to MF on demand.
5.3. For standard Products (that is Products which are not made to order), in the event that MF accepts a Purchaser’s request for cancellation/variation, the following cancellation/variation fee will be imposed on the Purchaser, unless otherwise provided by MF in writing:
(a)If the request under clause 5.1 is received within 2 days from the date of the Order, no cancellation/variation fee shall apply;
(b) If the request under clause 5.1 is received after 2 days from the date of the Order, a cancellation/variation fee of 80% of the Order price.

6. Delivery and return
6.1. The Products shall be delivered based on delivery terms set out in the relevant Order (and in the absence of a specified point of delivery in the Order, the Products shall be delivered ex-works at MF’s premises).
6.2. Where the Products are supplied on the basis that they will be delivered by MF to the agreed delivery point, such delivery will be made by either MF or its preferred carriers. If the Purchaser wishes the Products to be delivered by another carrier, that delivery will be at the Purchaser’s cost and risk (unless otherwise agreed in writing by MF). MF shall have no obligation under Section 32(2) of the Sale of Goods Act unless otherwise agreed to by the parties in the Order.
6.3. Regardless of whether the Purchaser collects the Products, delivery shall be deemed completed:
6.4. Where the Order states that the Products are to be delivered by MF ex works, when the Products are made available for collection at the specified delivery point; or
6.5. In all other cases, when the Products have been unloaded at the specified delivery point.
6.6. Stated delivery times are no more than an estimate by MF and will not be binding upon MF. The time for delivery shall not be of the essence of the Agreement. MF shall not be liable to the Purchaser for any costs or other loss caused by reason of any delay in delivery including but not limited to where such delay is caused by a Force Majeure Event or the Purchaser’s default (including the Purchaser’s failure to provide MF with adequate delivery instructions or any other instructions that are relevant to the supply of the Products).
(a) If the quantity of Products delivered does not correspond with the quantity stated in an Order, the Purchaser will only be liable to pay for the quantity delivered in the case of short-delivery and for the contract price in the case of over-delivery (subject in the latter case to permitting MF to collect the surplus Products) provided that in no event will such short or over-delivery entitle the Purchaser to damages or give the Purchaser a right to rescind the Agreement.
(b)Any surplus Products delivered to the Purchaser will remain the property of MF and the Purchaser will take all necessary precautions for the safe custody and protection of such surplus Products and shall store the Products in a manner which makes them readily identifiable as the property of MF, until the time of their collection by MF.
6.7. Where the Purchaser refuses or fails to take delivery of Products, MF may, at its discretion and without prejudice to any of its other rights, store those Products at the Purchaser’s risk and expense, or cancel the Order (subject to the charges in clauses 5.2 and 5.3) and resell or otherwise deal with the Products thereafter in such manner as MF deems fit.
6.8. Except as specified in clauses 6.5, 8.1, and 8.2, Products may only be returned to MF with its prior written consent and subject to the following:
(a) all returned Products must be delivered to MF at the Purchaser’s cost within 3 working days of their receipt by the Purchaser in good order and condition, unused and in their original packaging together with a despatch note stating the original Order and invoice numbers and the date of purchase; and
(b) MF will generally not accept for return, Products which have been manufactured to order (including Products not listed in the price list) unless those Products do not conform to an applicable Standard, are otherwise proven to MF’s satisfaction to be defective or are supplied under a Consumer Contract and the provisions of clause 10.2 apply.

7. Passing of risk and title
7.1. Subject to clauses 6.2 and 6.7, risk in the Products will pass to the Purchaser when the Products are deemed delivered in accordance with clause 6.3. Title to the Products will remain with MF and shall not pass to the Purchaser until the following amounts have been paid in full by the Purchaser:
7.2. all amounts due in respect of the Products under an applicable Order; and
(a) any other amounts the Purchaser may owe MF, whether under these terms and conditions, under any other agreement or pursuant to any other Order.
(b)Until such time as ownership in the Products passes to the Purchaser, the Purchaser will:
7.3. store the Products in a manner which makes them readily identifiable as the property of MF;
(a) hold the Products as bailee of MF;
(b)keep, and provide MF at any time on reasonable request, proper and complete stock records covering the receipt, identification, storage, location, sale and movement of the Products;
(c)keep the Products insured against theft, damage and destruction.
7.4. Notwithstanding clauses 7.2 and 7.3, the Purchaser is entitled, subject to clause 7.6, to sell the Products in the normal course of its business, in which case such parts of the proceeds of resale equivalent to the amount owing by the Purchaser to MF as at the time of receipt of such proceeds must be held in trust for MF in a separate account. For the avoidance of doubt, nothing in this clause is intended to give rise to a security interest in such proceeds of resale. MF will have the right to maintain an action against the Purchaser for the price of the Products notwithstanding that title to the same has not passed to the Purchaser and/or that the Purchaser has resold the same.
7.5. MF is entitled, at any time while any debt remains outstanding by the Purchaser to MF under this Agreement or otherwise, to notify the Purchaser of its intention to take possession of the Products and for this purpose to enter upon the land and buildings of the Purchaser with all necessary equipment to take possession of the Products.
7.6. Upon receipt of notice from MF or upon the occurrence of any of the events set out in clause 7.7, the Purchaser’s authority to sell or otherwise deal with the Products as set out in clause 7.4 is withdrawn.
7.7. The Purchaser will give immediate notice to MF of:
(a) any notice to the Purchaser that a receiver, administrator, administrative receiver or other encumbrancer, or judicial manager, provisional liquidator or liquidator is to be or has been appointed over its assets or any part of its business or undertakings, or if any distress, execution or other process is to be or is being levied or enforced upon the same;
(b)any notice to the Purchaser that a bankruptcy application or a petition to wind up the Purchaser is to be or has been presented, or any notice to pass a resolution to wind up the Purchaser is given (or if any other corporate action relating thereto is taken), or if the Purchaser intends to or has submitted a bankruptcy or winding up application;
(c) a decision by the Purchaser that it intends to make any arrangements with its creditors, or if the Purchaser (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration or judicial management order, or goes into liquidation;
(d)any inability of the Purchaser to pay any of its debts, or if it is deemed unable to pay its debts under the applicable laws, including under Section 254(2) of the Companies Act or Section 62 of the Bankruptcy Act (as the case may be); or
(e)any intention of the Purchaser to suspend or cease to carry on all or a substantial part of its business.

8. Warranty for Defective Products
8.1. MF warrants that the Products will comply with the description in the relevant Order, conform to the applicable Standard, and be free from defects in materials or workmanship for a period of 7 days (or such other period as may be specified in the MF product catalogue, quotation, or website) from the earlier of the date of their installation or delivery to the Purchaser (“Warranty Period”). In the event of any such non-compliance, non-conformity, or defect of any Products, subject to Clause 10, MF will, at its option:
replace the Products;bring the Products into conformity with the description or Standard (as the case may be);
take back the Products found not to conform to the description or Standard or which are otherwise defective and refund the appropriate part of the purchase price; or pay for the cost of replacement of the Products.
Provided that:
8.2. If any Products are damaged during transportation or delivery by MF or a carrier nominated by MF, in accordance with clause 6.2, MF will accept return of the damaged Products and will credit the Purchaser with any amount which it has paid for them.
8.3. Subject to Clause 10, Clauses 8.1 and 8.2 apply only if: (i) in the case of any alleged non-conformity, defect or damage apparent on visual inspection, the Purchaser gives notice to MF within 7 days of delivery; and (ii) in the case of any alleged non-conformity, defect or damage not apparent on visual inspection, the Purchaser notifies MF within 3 days of the date on which such non-conformity, defect or damage appeared or ought to have been discovered by the Purchaser (and in any event, within the Warranty Period);(in relation to Clause 8.1) the Products have been properly handled, stored and maintained and any instructions by MF in relation to the Products and their installation and use (including operating instructions or standards which specify applicable operating and environmental conditions or standards for particular Products) have been fully observed;
8.4. the Products, being Products of the kind referred to in clause 8.2, are unsoiled and (in the case where the damage to the Product(s) is visible upon removal of the packing material) returned unopened to MF accompanied by an itemised list including the batch number and the relevant statement date and number;
the Purchaser gives MF a reasonable opportunity to inspect the Products at such location specified by MF; and
the Purchaser makes no further use of the Products after the Purchaser discovers or ought to have discovered that they were non-conforming, defective or damaged.
8.5. Clause 8.1 does not apply: to the extent the Products are damaged after risk passes to the Purchaser in accordance with clause 7.1; to the extent the Products have been subjected to abnormal use (including excessive vibration, short circuiting, excessive voltage, interrupted or uneven power supply and negligent operation);
to the extent any Products have been repaired, altered or replaced by anyone other than MF or its authorised representatives; to the extent defects or damage to any Products are attributable to their installation or assembly by any third party; to defects or damage arising from normal wear and tear; and to any components of the Products which are not manufactured or supplied by MF.
8.5. Certain Products manufactured and supplied by MF are specified to have a nominal shelf life or rating. MF does not warrant and will not in any circumstance be liable for defects or failures in any such Products or for any reduction in any such Products’ nominal shelf life or rating attributable to external factors such as vibration, interrupted or uneven power supply or excessive voltage.
8.6. The warranty contained in this clause 8 is personal to the Purchaser and may not be assigned except with the prior written consent of MF. In particular, it is hereby stated and acknowledged by the Purchaser that the warranty contained in this clause 8 confers no rights and is not intended to benefit end-users of Products who are not Purchasers.
8.7. MF reserves the right to provide express warranties directly to end-users of Products. Such warranties may vary or extend the term of available warranty protection and may also be subject to different conditions than are set out in this clause 8.
8.8. No implied terms as to the description, quality or fitness, or sample, of the Products shall arise by virtue of Sections 13, 14, and 15 of the Sale of Goods Act, except to the extent required by any applicable laws.

9. Testing Services Provided by MF
9.1. Testing services for certain Products may be provided by MF at the Purchaser’s request. (“Testing Services Testing services are only carried out by MF from Mondays to Fridays, between 10:00am to 5:00pm Unless otherwise agreed to in writing by MF, such testing services shall be provided complementary by MF to the Purchaser for: up to 1% of the total number of Products (eligible for such testing) in an Order; and up to a maximum of 3 Test Bookings (as defined in clause 9.7);
Provided that:
9.2. The Purchaser has made full payment for the said Order; and The Test Booking(s) under the said Order is/are scheduled to be conducted within 1 month from the date of delivery of the said Products under the Order.
Save as provided for in clause 9.3 above, Testing Services to be conducted by MF will be subject to a fee of S$500.00 per test, unless otherwise agreed to by MF.
9.3. Any request for Testing Services shall be made by the Purchaser to MF and will not be confirmed by MF unless the request conforms with the following conditions:
9.4. The Purchaser has provided details of the Product’s original Order and invoice number and the date of purchase in the request; and The request is accompanied by an original of the job requisition form stating the work detail requirements of the Testing Services sought by the Purchaser, duly completed by the latter.
9.5. Any request by the Purchaser for MF to conduct Testing Services must be made at least 3 working days in advance of the date of the requested test date and will be subject to the availability of MF Testing Services personnel.
9.6. Once a request for testing services by a Purchaser is confirmed by MF (“Test Booking”), the Purchaser may only cancel or reschedule the Test Booking by giving MF written notice of such cancellation or rescheduling 2 work days in advance of the test date (i.e. if the Testing Booking is for Wednesday at 2:00pm, such notice must be given to MF by Monday at 2:00pm). In the event that the Purchaser fails to give MF notice as provided in this clause, the Purchaser shall be liable for the costs of the Test Booking whether or not the said Test Booking was carried out.
9.7. Each Test Booking is only valid for a duration of 2 hours from the time of arrival of MF testing personnel at the requested location of the Test Booking. MF shall not be held liable in any way in the event a Purchaser’s testing services are not successfully completed due to any delay and/or interruption caused to such testing not caused by MF testing personnel.
9.8. Testing Services are provided by MF to the Purchaser on a case-by-case basis and at MF’s own discretion. MF reserves its right to refuse to provide any such Testing Services to the Purchaser for any reason and to amend the date and/or time of a Test Booking by giving the Purchaser 2 hours notice of such amendment.
9.9. Any reports generated or otherwise produced by MF in the provision of Testing Services (“Test Reports”) are provided based on the results obtained during the said test(s). MF makes no warranties or guarantees, whether express or implied, with regard the results of the Test Reports and the Purchaser shall rely on the Tests Report at its own risk.
9.10. The Purchase agrees that it shall not: Disclose any part or the whole Test Report to any third party without the prior consent of MF and
9.11. Reproduce the Test Report in part or in whole without the prior consent of MF.

10. Exclusion of liability
10.1. MF acknowledges that certain legislations in Singapore, including the Consumer Protection (Fair Trading) Act, the Sale of Goods Act and the Unfair Contract Terms Act, provide Consumers with guarantees and rights which cannot be excluded, restricted or modified or which may in certain cases only be modified or restricted to a limited extent. Nothing in these terms and conditions excludes, restricts or modifies, or is intended to exclude, restrict or modify, any guarantee, condition, warranty, right or liability implied by law which cannot lawfully be excluded, restricted or modified.
10.2. To the extent permitted by Singapore law, MF’s liability for goods supplied under a Consumer Contract are that of a type ordinarily supplied for private use or for consumption and are limited to the replacement or repair of the Products or a reduction in or refund of the price of the Products, as elected by the Consumer in accordance with the Consumer Protection (Fair Trading) Act.
10.3. Subject to Clause 10.2, for all goods and services, including but not limited to the supply and provision of the Products, Testing Services and Test Reports by MF: MF accepts no liability for any economic, indirect or consequential loss, including loss of profit, loss of income, loss of contracts or business and loss of data; and

MF’s maximum aggregate liability for any cause and under any head of liability will not in any circumstances exceed the total price paid by the Purchaser for those goods or services.
10.4. The Purchase shall indemnify MF fully for any damages, loss, costs and expenses paid out by MF in the event of any claim for damages, loss and/or injuries made by the Purchaser and/or any third party against MF in connection with MF’s provision of the Testing Services or the Test Report.
10.5. These terms and conditions describe the full extent of MF’s obligations and liabilities in respect of the supply of the Products, Testing Services and Test Reports, and except as expressly stated or referred to in this Agreement or as otherwise specifically provided in writing by MF, there are no guarantees, conditions, warranties or other terms that bind MF nor will MF otherwise be liable in contract, tort (including negligence) or for breach of statutory duty for any loss, damage, cost or expense of any kind.

11. Product Specification and Discontinuance
MF reserves the right to:
(a)discontinue Products;
(b)substitute comparable products; and
(c)modify the design, specifications and Standards (other than mandatory Standards) applicable to any of its Products:
(i)without notice to the Purchaser, if such modification is made prior to the date of the Purchaser’s Order; or
(ii)by giving written notice to the Purchaser at any time before delivery, if such modification is made after the Purchaser has placed the relevant Order, and is necessary for the purposes of compliance with any applicable laws.

12. Termination
12.1. MF may terminate the Agreement, or suspend or cancel any current Order, by written notice to the Purchaser if the Purchaser does not pay any amount in accordance with these terms and conditions.
12.2. Either party may terminate this Agreement, or suspend or cancel any current Order, by written notice to the other if:
the other party commits or allows to be committed a material breach of these terms and conditions which is capable of rectification and does not within 3 days of receiving a written notice from the first mentioned party rectify that breach;
the other party commits a material breach of these terms and conditions which cannot be remedied; or an event of the kind described in clause 7.7 occurs in respect of the other party.
12.3. In addition, this Agreement may be terminated at MF’s own discretion, immediately upon notice to the Purchaser, upon the occurrence of any of the following events:
(a)breach of clause 15 by the Purchaser; and
(b)direct or indirect taking of equity or a share in the Purchaser’s capital, in whatever form, by a third party which manufactures or markets products similar to or in competition with the Products.
12.4. Upon the termination of this Agreement or the suspension or cancellation of any Order for any reason, the Purchaser must promptly pay all amounts owing to MF under this Agreement (including, without limitation, all amounts payable to MF under clause 4.3).
12.5. Upon the termination of this Agreement, all outstanding Orders which have not been delivered in accordance with clause 6.3 shall be deemed cancelled, and the charges set out in clauses 5.2 and 5.3 shall accordingly apply to such Orders.

12.6. For the avoidance of doubt, the cancellation of any Order by a party shall not affect the obligations of either party in relation to any other Order(s).

13. Force Majeure
13.1. MF will not be liable for any loss or damage caused by delay in the performance or non-performance of any of its obligations occasioned by any cause whatsoever that is beyond its reasonable control including: any act of God; war; civil disturbance; requisitioning by governments or public authorities; governmental restrictions; prohibitions or enactments of any kind; import or export regulations; strikes; shipping and transport delays; lock-outs or other industrial disputes (whether involving its own employees or those of any other person); difficulties in obtaining materials; breakdown of machinery; fires; or accidents (“Force Majeure Event”). If any such event occurs, MF may to the extent necessary vary or suspend any Order, these terms and conditions or the Agreement, in each case at its discretion and without incurring any liability to the Purchaser for any such loss or damage.

14.Intellectual Property
14.1. MF for and on behalf of itself, its Related Bodies Corporate and its licensees (if any) reserves ownership and intellectual property rights in all inventions, names, illustrations, drawings, plans, specifications, formulas and documents relating to the Products. Nothing in these terms and conditions operates or is intended to deny MF, or confer on the Purchaser, such rights or any other intellectual property rights in the Products.
14.2. If a third party asserts a claim for breach of its intellectual property rights arising from the supply or use of the Products the Purchaser will immediately inform MF and MF will be solely responsible for the defence, resolution and settlement of any such claim. The Purchaser will at MF’s cost and request render such reasonable assistance as MF requires in defending any such claim. In no circumstances will the Purchaser acknowledge or concede the validity of any such claim except with MF’s express written consent. If any such claim against MF succeeds, MF will at its option use its best endeavours to obtain a right to use or license any such intellectual property rights or modify the Products or replace them at its cost.
14.3. The Purchaser will indemnify MF for and in respect of claims by any third party in relation to the Products which arise from or can be attributed to the special processes, requirements or specifications of the Purchaser, including the use or transfer of designs, logos, trade marks and techniques, equipment and tools in the manufacture, production and labelling of the Products.
14.4. In this clause 14 a reference to intellectual property rights includes patents, trade marks, copyright, registered designs and licences and applications in respect of any of the above.

15. Assignment
This Agreement is personal to the Purchase and any rights and obligations under this Agreement may only be assigned by the Purchaser with the prior written consent of MF.

16. Waiver
No neglect, delay or indulgence on the part of MF in enforcing these terms and conditions will prejudice the rights of MF or be construed as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further exercise of thereof or the exercise of any other right. A waiver of any term, provision, or condition of this Agreement shall be effective only if given in writing and signed by MF and then only in the instance and for the purpose for which it is given.

17.Severability
If any part of these terms and conditions (including any provision, part, paragraph, phrase or word) is illegal, invalid or unenforceable it will be read down so far as necessary to give it a valid and enforceable operation or, if that is not possible, it will be severed from these terms and conditions, but in any event the remaining provisions will remain in full force and effect.

18. Contracts (Rights of Third Parties) Act
Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore to enforce or enjoy the benefit of any term of this Agreement. Notwithstanding any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement.

19. Jurisdiction and law
These terms shall be governed by and construed in accordance with the laws of the Republic of Singapore. The Purchaser agrees that any action at law or in equity arising out of or relating to these terms shall be filed only in the Courts of the Republic of Singapore and the Purchaser hereby consents and submits to the nonexclusive jurisdiction of such courts for the purposes of litigating any such action. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

20. Entire Agreement
This is the entire agreement between the parties relating to the subject matter herein and shall not be modified except in writing, signed by both parties.