1. INTERPRETATION
1.1 Definitions: In this Conditions, the following terms have the stated meaning:
Client: The entity who accepts a proposal/quotation from the Company or whose order is accepted by the Company
Company: Refers to Eigen Energy Pte Ltd and its affiliates, employees, agents and contractors
Conditions: These terms and conditions
Contract: Combination of Letter of Acceptance, agreement, sales/purchase order, schedule of rates etc. specifically referred to for the provision of System and/or Service, including these Conditions
Deliverables/Delivery: The supply, installation, commissioning of the System on PremiseDefects: Deficiency, error, flaw, omission in the Deliverables, fair wear and tear excepted
Defects Liability Period (DLP): Time period, as set out in the Contract, calculated from the issuance of a completion certificate or official certification by a superintending officer
Letter of Acceptance/Award (LOA): The formal document communicating the acceptance of the proposal
Milestone: Event or task as described in the Contract, for which a payment can be invoiced
Service: Action performed by the Company for the Client, sales excepted
Site: The area or location, where the System is to be Delivered for the purposes of the Contract
Specifications: Quantity, quality, description of, and any specification for the System, as set out in Clause 2.1
System: The complete integration of hardware, software and/or services as defined in the Contract
Term: The period for which these Conditions are in effect
1.2 Amendments: The Company may correct any typographical, clerical or other error or omission in any sales literature, quotation, proposal, acceptance of offer, invoice or other document or information issue by Company without incurring any liability on its part.
1.3 Inconsistencies: In the event of inconsistency between the various documents forming the Contract, these Conditions shall prevail.
1.4 Variation: The Company may, at any time, revise, amend and/or modify these Conditions at any time, with or without notification to the Client. It is the Client’s responsibility to check the Company’s platforms from time to time. The prevailing Conditions agreed upon the Client and the Company will form part of the accepted Contract.
2 SPECIFICATIONS
2.1 Specifications: The quantity, quality, and description of and any specification for the System shall be those set out in Company’s quotation/proposal (if accepted by Client) or Client’s order (if accepted by Company) (“Specifications”). Client shall be responsible for:
a) ensuring the configuration and specifications meet the requirements of the Client;
b) providing all necessary information required by the Company to perform the Contract in accordance with these Conditions;
c) any deficiencies affecting or influencing the System at Client’s Site, including but not limited to, power and environmental conditions outside specified limits and improper engineering application; and
d) ensuring the Deliverables conform to the requirements of the Client and notifying the Company of any Defects prior to signing off on the commissioning of the System.
2.2 Cost: The Client shall bear the cost of any alteration or variation to the Service or System arising from any discrepancy, error or omission in any order, drawing, specification of other information supplied by or approved by the Client.
3 VARIATION
3.1 Variation by Client: Any variation requested by the Client affecting the System may be accepted by the Company in its sole discretion and resulting adjustment to affected provisions, including but not limited to, price, delivery schedule or guarantees etc. are to be mutually agreed in writing prior to the implementation of the variation. Any variation must be in writing and signed by both Parties.
3.2 Variation by Company: The Company may, at its own expense and in its sole discretion, make changes to the specifications of the System as it deems necessary to meet any performance guarantees provided for in the proposal/quotation. If the Client refuses to approve any such changes, the Company shall be relieved of its obligations to meet such guarantees to the extent to which the Company may be affected by such a refusal.
4 PAYMENT
4.1 Payment: The Client shall make payments to the Company upon achievement of each Milestone, as set forth in the Contract.
4.2 Schedule: Unless explicitly specified in the Contract, the Client shall promptly pay the Company within 7 days of receipt of invoice.
4.3 Taxes: Each Party shall be responsible for all taxes (including but not limited to taxes arising from transactions with the other Party, income tax and withholding tax) imposed on such Party under the applicable laws and arising as a result of or in connection with the transactions contemplated under the Contract.
5 CLIENT’S OBLIGATIONS
5.1 Obligations: During the Term these Conditions are in effect, the Client agrees to:
a) provide the Company reasonable access to the Site;
b) ensure prompt responses to Company’s request for information, approvals and clarifications, and not unduly or unreasonably withhold consents that are sought;
c) obtain and maintain all other approvals and permits which pursuant to statutory requirement must be in Client’s name; and
d) examine the Deliverables and, if the Client is satisfied, accept them as completed and received in all terms.
6 WARRENTIES
6.1 Company: Without prejudice to the Contract, there are no other warranties, conditions or guarantees by the Company conferred except as expressly provided in these Conditions.
6.2 Manufacturers: Any warranties, conditions or guarantees by the manufacturers or suppliers of the System are theirs alone and not the Company’s. They are for the joint benefit and enforcement of the Company and the Client. Any claims in connection to such warranties, conditions of guarantees shall be made directly against the manufacturer or supplier only.
6.3 Disclaimer: Services provided by the Company are “as is” and “as available”. The Company hereby disclaims all warranties and conditions with respect to the Services, express, implied or statutory. The Company does not warrant the Services performed or provided will be uninterrupted or error-free, that defects in the Services will be corrected, or that the Services will be compatible or work with any third-party applications or third-party services.
7 INSURANCE
7.1 Company Insurance: For the duration the Contract is in effect, the Company shall ensure that it maintains adequate insurance coverage to perform its Services, including but not limited to:
a) workmen compensation,
b) erection all risk, and
c) public liability.
7.2 Client Insurance: For the avoidance of doubt, during the operation of the System, the Client shall ensure it maintains the necessary insurance coverage
8 FORCE MAJEURE
8.1 Force Majeure: In no event shall the Company be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, natural catastrophes or acts of God, labour or trade disturbance, sabotage, supply regulations or embargoes, failure of public infrastructure, epidemics and any other similar causes.
9 LIMITATION OF LIABILITIES
9.1 Disclaimer: To the fullest extent permitted by law, the Company shall not, in any event, be liable to the Client or any other party for any damages, losses, expenses, penalties or costs whatsoever (including without limitation, any indirect, special, incidental or consequential damages, loss of profits, revenue, business, custom, contracts, opportunity or failure to achieve anticipated savings in costs or expenses) arising in connection with the Client's use of the Services, or the Client's reliance on any Services, regardless of the form of action and even if the Company had been advised as to the possibility of such damages.
9.2 Maximum Liability: Subject to the other provisions of this Section, notwithstanding anything to the contrary as stated in these Condition or in the Contract, the maximum liability of the Company for any loss arising out of or relating in any way to the Contract and/or the Deliverables, shall in the aggregate, be limited to 10% of the Contract price.
9.3 Limitation: The Company shall not accept any liability for matters beyond its reasonable control, including third-party damage to the System or other third-party property, or for the acts and omissions of our service partners or providers.
9.4 Third-Party: Third-parties are not the agents or representatives of the Company and the Company does not accept any liability for any promises or representation made by any such third-party in relation to the Services. The Company shall not be responsible for any acts or omissions of third-parties or claims that the Client may have relating to third-parties. 9.5 Statutory Rights: The terms of these Conditions shall not be affected by any rights which the Client may have under any law and which cannot be excluded by agreement and the Client’s statutory rights are not affected.
10 TERMINATION
10.1 Notice: Either Party may terminate the Contract by giving notice to the other Party if:
a) either Party fails to observe or perform any obligations under the Contract; or
b) either Party releases any untrue or misleading material information or representation made, impacting the performance of Service or the System.
10.2 Without Notice: If the Client:
a) fails to observe and perform any of the terms and conditions set forth in the Contract and/or these Conditions, including but not limited to failing to satisfy any payment obligations;
b) is subjected to or institutes a legal action or proceeding, with a direct or potential threat to the Client’s financial status, including but not limited to bankruptcy or insolvency, dissolution, liquidation, winding up, restructuring, or seeking the appointment of a receiver, judicial manager, interim judicial manager or other similar officer for any substantial part of its property; or
c) in the opinion of the Company, is in a position of financial distress, generally not paying its debts or admits in writing to its inability to do so, and/or is potentially unable to perform the obligations under the Contract and/or these Conditions, the Company shall be entitled to terminate the Contract with immediate effect, without prejudice to any rights and/or remedies that the Company may be entitled to.
10.3 Effect of Termination: Upon the termination or expiry of the Contract, the obligations and rights of the Parties hereto shall cease, provided that such termination and/or expiration shall not relief the Parties of any obligation or breach of the Contract accruing prior to such termination or expiring. For the avoidance of doubt, the provisions expressed to survive the termination and/or expiration of the Contract, whether expressly or implied, shall continue to survive.
11 CONFIDENTIALITY
11.1 Confidential Information: Confidential information means any and all oral or written information of the Parties obtained in connection with the Contract, including all communication in relation to the Services rendered to the Client from the Company (the "Confidential Information").
11.2 Confidentiality Obligation: During the Term and after the termination of the Contract, the Client shall adopt a reasonable standard of professional care to keep confidential and prevent the disclosure, whether directly or indirectly, of all Confidential Information and agrees that such Confidential Information shall at all times remain the property of the Company. The Client shall take all security precautions to prevent the disclosure of Confidential Information and shall not modify, reverse engineer, decompile, create other work from or disassemble any information contained in the Confidential Information without the prior written consent of the Company.
11.3 Exceptions: The restrictions in Clause 11.2 do not apply to:
a) any use or disclosure authorised by the relevant Party in writing or as required by law or any government, statutory, judiciary or regulatory body Provided That the Client gives immediate written notice to the Company so that the Company may seek a protective order or other appropriate remedy and the Client shall only disclose the portion of such Confidential Information as is legally required to be disclosed; or
b) any information which is already in, or comes into, the public domain otherwise than through the receiving Party's unauthorised disclosure.
11.4 Surviving Obligations: All rights and obligations under this Section shall continue after the termination of this Agreement.
12 DATA COLLECTION
Data Collection and Processing: To the extent applicable, the Client agrees to grant the Company rights to collect, process, and use any data on behalf of the Client in connection with the Services covered in this Agreement, including related communications between the Parties required for the purpose.
13 INTELLECTUAL PROPERTY
Intellectual Property: All right, title and interest in and to any intellectual property related in any way to the System is, and shall remain, the exclusive property of the Company. For the purposes of this Agreement, intellectual property shall include, all of a Party's patents, copyrights, algorithms, application programming interfaces, architectures, data collection and databases, know-how, trademarks, service marks and other brand identifiers, proprietary information, protocols, schematics, software (in any form, including source code and executable code) and all other forms of technology and all rights and forms of protection of a nature similar to any of the foregoing or having equivalent effect anywhere in the world in any way arising prior to or during the term of the Agreement.
14 MARKETING
14.1 Marketing: The Client agrees that the Company may identify the Client as a customer of the Company and hereby irrevocably grants a worldwide, royalty free and perpetual licence to the Company to use the Client's name and logo in the Company's marketing activities.
14.2 Consent: The period of consent shall surpass the completion or termination of the Agreement. The Company may also briefly describe the Client's information on the Company's marketing material within its website, presentations or any form of publicity, inclusive of press releases and case studies.
15 GENERAL
15.1 Assignment: Notwithstanding anything set out herein and subject to the applicable laws, the Company may at its discretion, transfer, assign and/or novate any of its rights, privileges and/or obligations under these Conditions to any Group Company, with or without notice to the Client. For the purposes of the foregoing, “Group Company” shall refer to any holding company, subsidiary, affiliate of the Company or such corporation nominated by the Company from time to time.
15.2 No Partnership: Nothing in this Agreement creates or shall be deemed to create any partnership, joint venture or agency between the Parties.
15.3 Partial Invalidity: If at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
15.4 Entire Agreement: This Agreement, its Appendices, Schedules and Exhibits hereto, and the Financing Agreement (if applicable) set forth the entire agreement and understanding of the Parties hereto with respect to this transaction, and shall supersede and cancel all previous agreements, verbal or written, and constitutes the entire agreement between the Parties. In the event of any inconsistency between the terms of this Agreement and any other terms, the terms set out in this Agreement shall prevail.
15.5 Contracts (Rights of Third Parties) Act: Unless expressly provided to the contrary in the Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce or enjoy the benefit of any term of this Agreement.
15.6 Survival: Termination or expiry of this Agreement, however caused, shall not affect any provision of this Agreement, which is expressly or by implication intended to come into or remain in effect on or after termination or expiry of the Agreement, including Sections 6 (Warranties), 9 (Limitation of Liabilities), 11 (Confidentiality), 12 (Data Collection), 13 (Intellectual Property), 14 (Marketing) and 15 (General).
15.7 Governing Law: This Agreement, and any non-contractual obligations arising from or in connection with this Agreement, will be governed by, and construed in accordance with the laws of Singapore.
15.8 Dispute Resolution: The courts of Singapore have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including any dispute regarding the existence, validity or termination of the Agreement).
(Updated as at 7 April 2023)
