General Terms and Conditions for Purchase

ANTI-BRIBERY CLAUSES:

Contractor represents and warrants that it is in compliance with all laws of those countries in which it operates, including all anti-corruption and anti-bribery laws, and will remain in compliance with all such laws during the term of the Contract. Contractor further represents and warrants that it has not made, authorised or offered to make payments, gifts or other transfers of value, directly or indirectly, to any government official or private person in order to (i) improperly influence any act, decision or failure to act by that official or person, (ii) improperly induce that official or person to use his or her influence with a government or business entity to affect any act or decision by such government or entity or (iii) secure any improper advantage.
Contractor agrees that should it learn or have reason to know of any payment, gift or other transfer of value, directly or indirectly, to any government official or private person that would violate any anti-corruption or anti-bribery law, it shall immediately disclose such activity to JADE. If, after consultation by all Parties to the Contract, any concern cannot be resolved in the good faith and reasonable judgment of JADE, then JADE, on written notice to the Contractor, may withdraw from or terminate the Contract.
JADE shall have the right to terminate the Agreement if Contractor breaches this, or any other representation, warranty or undertaking set forth in the Contract.

PERSONAL DATA PROTECTION

a. Contractor shall, in its collection, processing, disclosure or other use of any information or data relating to an identified or identifiable individual (collectively, the “Data”), for any purpose arising out of or in connection with the Agreement, adhere to the requirements under the Personal Data Protection Act 2012 (No. 26 of 2012 of Singapore). Without prejudice to the generality of the foregoing, contractor shall, where required and in the manner required by any applicable laws or legal requirements(“Law”): (a) use Data only for purposes which would be considered appropriate by a reasonable person in the circumstances and only after notifying or obtaining the consent of individual to whom the Data relates (“Subject Individual”); (b) provide Subject Individuals with access to their Data and the ability to correct such Data upon request; (c) use reasonable efforts to ensure the accuracy of Data; (d) institute reasonable security arrangements to protect the Data; (e) securely destroy the Data where it is no longer required; and (f) transfer Data outside Singapore only as prescribed by Law. In respect of any Data provided to contractor by JADE, Contractor shall return or destroy the Data forthwith upon being required by JADE or immediately without request upon the expiry or termination of the Agreement.

b. Notwithstanding the termination or expiry of the Agreement, Contractor shall be liable for and keep JADE fully indemnified against all damage, losses, costs, legal fees (solicitor-client basis), penalties and proceedings, including any penalties or other amounts levied, imposed or charged by any regulator or regulatory authority, arising out of or in connection with an act or omission of Contractor or any of its officers, employees, advisors, agents and representatives in contravention of “Clause a.” above.

CONFIDENTIALITY

Contractor shall treat as strictly confidential and not use or disclose the terms of the Agreement and any information, data including but not limited to technical or strategic data, business processes, documentation of or relating to JADE pertaining to the Agreement or obtained in consequence of the Agreement or performance thereof, other than to its employees, and if appropriate, subcontractors and third parties on a need to know basis (“Authorized Recipients”) unless such disclosure is necessary to obtain professional advice on the Agreement or may be required under law. For the avoidance of doubt, the Contractor shall assume full liability for any breaches of its obligations herein by the Authorized Recipients.

INDEMNITY

The Contractor shall be liable for and shall indemnify JADE, its servants and agents against any damage, expense, liability, loss, claim or proceedings whatsoever in respect of personal injury to or the death of any person whomsoever and/or any loss or damage to any kind of any property real or personal, (including any property of JADE other than the goods and services delivered hereunder) insofar as such injury or damage arises out of or in the course of or by reason of the performance of the Agreement including without exception that which may arise out of or in connection with the handling of JADE’s goods while in possession, custody or control of the Contractor, its servants and agents.