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1.1 The Terms and Conditions set below here together with those on the face of this Purchase Order or with any attachments hereinafter called (the “Purchase Order”) constitute a complete agreement between Rokko Holdings Ltd and its subsidiaries (“ROKKO”) and the Seller identified on the face of this Purchase Order (“Seller”).
1.2 No changes on this Purchase Order will be allowed and binding on either party unless in writing and signed by an authorised representative from each party.
Time is of the essence of this Purchase Order.
2.1 The Seller shall immediately notify ROKKO of any possible delay in the delivery date. Any proposal made by the Seller for delayed delivery, except for excusable delay as provided below, will not be considered unless accompanied by a proposed commensurate reduction in price.
2.2 Title in the Goods will pass upon acceptance of delivery by ROKKO. The Seller shall deliver the correct quantity of Goods in accordance with the delivery dates and quantities stipulated in this Purchase Order and shall be liable for any loss / damage ROKKO may suffer as a result of non-compliance with the terms and conditions of this Purchase Order. The Seller agrees not to substitute any Goods for those in this Purchase Order unless ROKKO has given prior written consent. ROKKO reserves the right to deduct from the Seller’s invoice any charges for extras or quantities other than expressly ordered in this Purchase Order, and will not be held responsible for Goods or services delivered without a Purchase Order.
2.3 No charge shall be allowed for packaging, crating, freight, express charges, cartage, or containers unless previously agreed to in writing or specified in this Purchase Order. The Seller shall ensure that all shipments include delivery order, packing list stating the Purchase Order number and date of issuance, ROKKO part number, if applicable. The quantity shipped, description of the Goods and date of shipment. The Seller shall ensure that the Goods are packed so as to reach their destination intact and undamaged. Damage to any article including that of surface scratches, resulting from improper packaging will be to the Sellers’ account.
2.4 Excusable delay shall mean a delay in delivery due to any circumstances beyond the Seller’s reasonable control and which did not arise due to the fault or negligence of the Seller. Provided that the Seller give to ROKKO written notice within 10 days from the inception of the cause of delay, including reasonable details thereof and the anticipated date of delayed delivery, the Seller shall not be liable for damages for such excusable delay. Notwithstanding the foregoing, if delivery is delayed for a period exceeding 30 days from the original scheduled delivery date, ROKKO shall have the right, without any liability and without prejudice to any of its other rights and remedies, to procure from other sources the affected Goods or services and to cancel the corresponding Goods and services under this Purchase Order.
2.5 Defective Delivery. Within 10 days of delivery of Goods, ROKKO may either return the defective Goods to the Seller for replacement or reworking, or may ask for full refund of all cost paid by ROKKO.
The Seller shall ensure good manufacturing control processes in order to produce and deliver zero defect Goods. The Seller shall give ample notice and obtain consent from ROKKO before hand for any change in manufacturing processes that will affect the formation and function of the Goods. Unless specifically waived by ROKKO, the Seller shall maintain an inspection system acceptable by ROKKO covering the Goods hereunder. Records of such inspection shall be kept complete and available to ROKKO during the performance of this Purchase Order or for such longer period as may be specified in this Purchase Order. All Goods, including raw materials, components, intermediate assemblies and end products deliverable hereunder shall be subject to inspection and test by ROKKO to the extent practicable at all times and places, including the period of manufacture and in any event prior to acceptance. If any such inspection is conducted on the premises of Seller, the Seller shall provide, without additional charge, all reasonable facilities and assistance for such inspections in the performance of its duties. This Clause shall not limit ROKKO’s rights or the Seller’s obligations under any other provision of this Purchase Order or in law or in equity. The qualify specification of ROKKO shall be applicable, apart from the Terms and Conditions in the Purchase Order, even if an Acceptable Quality Level (“AQL”) has been agreed upon when placing the Purchase Order. The Seller also agrees that whenever AQL and/or other inspection procedures are changed by ROKKO the same will be accepted by the Seller.
4.1 Seller warrants that the Goods shall:

(a) Follow strictly to the design specification, and any other requirements stated in this Purchase Order,
(b) Free from any defects in design, material, labor and fabrication,
(c) Be free of all liens, encumbrances, and other claims against title, and
(d) Remain free from such defect during the warranty period as specified in this Purchase Order.
5.1 Seller agrees to indemnify ROKKO against any and all claims and liability related to any infringement of intellectual property rights and for avoidance of doubt, the intellectual property rights shall include patents granted or pending, software, hardware, trademark, trade secret or any licensing agreements already owned by the Seller contained in the Goods supplied to ROKKO pursuant to this Purchase Order.
5.2 If the use of the Goods by ROKKO is claimed (“Infringing Product”), Seller shall at its own expense use its best efforts to obtain the right to continue using the Infringing Product. If the Seller is unable to do so, Seller shall at its expense replace the Infringing Product with a non-infringing product, or modify the Infringing Product to be non-infringing product, or if unable to replace or modify the Infringing Product, refund in full all costs paid by ROKKO for the Infringing Products.
6.1 Seller shall not at any time disclose or divulge any information relating to the business or financial affairs of ROKKO to any party and any other confidential information acquired as part of the consideration of this Purchase Order.
7.1 Neither party may assign any of its rights or obligations under this Purchase Order with written consent of the other party.
8.1 ROKKO reserve the rights to cancel this Purchase Order if there is no written confirmation from the Seller to confirm and accept this Purchase Order within 7 days from date of Purchase Order issued to the Seller.
8.2 ROKKO may by written notice, at any time cancel this Purchase Order, in whole or part and any claim of the Seller for cancelled Goods or services must be submitted to ROKKO within 30 days of the date of the written notice of cancellation, time being of the essence unless expressly waived.
8.3 Without prejudice to all its other rights and remedies, ROKKO may terminate this Purchase Order in its entirely or any unfulfilled portion in the event of a breach of this Purchase Order by the Seller, if the Seller fails or is unable to perform any of its obligations under this Purchase Order or if there is a material adverse change in the financial condition of the Seller or if the Seller becomes insolvent, is dissolved or liquidated, ceases doing business or is unable to pay its debts as they fall due or if the Seller files a petition or commences proceedings under any bankruptcy, reorganization, insolvency or similar law, or if any petition or proceeding is filed against it under any bankruptcy, reorganization, insolvency or similar law.
8.4 Upon termination of this Purchase Order or the rejection of any goods or services by ROKKO in accordance with the terms of this Purchase Order, the Seller shall ensure that the rejected goods or any equipment or materials belonging to the Seller brought on site for the purpose of this Purchase Order be promptly collected by the Seller. In the event the Seller fails to undertake such collection within 7 days of the date of notice of rejection or termination, ROKKO shall be entitled to dispose of such Goods or equipment or materials and all costs thereby incurred by ROKKO shall be reimbursed and paid in full by the Seller to ROKKO.
8.5 The Seller  in the event of termination for any reason whatsoever, whether not due or  due to default of ROKKO shall furnish to ROKKO all works-in-progress, specification, drawings, art work, designs, technical information, data and other information relating thereto as are required for ROKKO to complete the works or Goods to be delivered under this Purchase Order on its own accord or by engaging another party. All additional costs of such completion or procurement of replacements shall be borne in full by the Seller if is not due to default of ROKKO.
All disputes arising in connection with this Purchase Order shall be finally settled under the Rules of the Singapore International Arbitration Centre (S.I.A.C.). This Agreement shall be governed by and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with this Purchase Order shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Courts for the time being in force by reference into this Clause. It shall be decided by a single arbitrator and in the English Language.
10 Use ROKKO appointed forwarder and delivery method for all Ex-work shipping term.
11 ROKKO and its customer shall be afforded the right to perform verification at the suppliers’ premises for products and services provided by the respective suppliers.
12.1 Seller, on behalf of itself (and its affiliates) hereby agrees that in the event that Seller determines that production of Product will be discontinued, written notification will be provided to ROKKO for the affected Product at least one (1) year prior to discontinuance. ROKKO will be given the opportunity to place an end­ of-life (EOL) purchase order for the affected Product. ROKKO shall use reasonable commercial efforts to place the EOL order within six (6) months after Seller’s written communication.
12.2 Product Delivery: The parties will negotiate in good faith a delivery schedule for the Products that are the subject of the EOL purchase order with the objective being the completion of delivery of all Products that are the subject of the EOL purchase order before the expiration of the Notification Period. If Seller is not able to fulfill all of EOL purchase order requirements before the end of the Notification Period, then Seller shall continue supplying such Product until the EOL purchase order requirements are met.
12.3 Prices: Prices for Products that are the subject of the EOL purchase order will be the same as the prices as in effect on the date of ROKKO’s receipt of Seller’s written communication of its intention to discontinue such Products.
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