Terms and Conditions

The customer’s attention is drawn in particular to the provisions of clause 9.

1. Interpretation

1.1 Definitions

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in Singapore are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Distribution Agreement: the distribution agreement between the Supplier and the Customer in force at the time that the Contract comes into existence.
Force Majeure Event: has the meaning given in clause 10.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods, as set out overleaf.
Supplier: Eco Agri Singapore Pte Ltd (registered in Singapore with company registration number 201801209R).

1.2 Construction

1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.
1.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted.
1.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative.
1.2.5 A reference to writing or written includes faxes and e-mails.

2. Basis of Contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order.
2.4 The Contract constitutes the entire agreement between the parties.
2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier are for illustrative purposes only.
2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. It shall be valid for 15 Business Days from its date of issue.

3. Goods

3.1 The Goods are described in the Supplier’s catalogue.
3.2 The Customer shall indemnify the Supplier against all liabilities related to intellectual property infringement claims.
3.3 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

4. Delivery

4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note.
4.2 The Supplier shall deliver the Goods to the location set out in the Order.
4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods.
4.6 If for any reason the Customer cancels an order for goods, the Customer will be liable for payment for those goods notwithstanding that the Customer has not taken delivery of them.
4.7 If the Customer fails to accept delivery of the Goods within three Business Days, the Supplier shall store the Goods and charge the Customer for all related costs.
4.8 If 5 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.

5. Quality

5.1 The Goods shall conform in all material respects with their description and be free from material defects.
5.2 If the Customer inspects the Goods and finds them defective, the Supplier shall, at its option, replace the defective Goods or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for Goods’ failure to comply with the requirements in clause 5.1 in specific circumstances.

6. Title and Risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full.
6.3 Until title to the Goods has passed, the Customer shall store the Goods separately, maintain them in satisfactory condition, and insure them.

7. Price and Payment

7.1 The price of the Goods shall be the price set out in the Order or the Supplier’s published price list.
7.2 The Supplier may increase the price of the Goods before delivery to reflect any increase in costs.
7.3 All amounts of money referred to in this agreement are exclusive of value added tax.
7.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
7.5 Unless otherwise set out in the Order, the Customer shall pay the invoice in full in US DOLLARS latest on the date as confirmed in the sales contract.

8. Termination and Suspension

8.1 If the Customer becomes subject to certain events, the Supplier may terminate the Contract with immediate effect.
8.2 A change of control of either party shall not allow either party to terminate the contract.
8.3 The relevant events for termination include bankruptcy, insolvency, or other similar events.

9. Limitation of Liability

9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for death or personal injury caused by its negligence.
9.2 The Supplier shall under no circumstances be liable to the Customer for any loss of profit, revenue, or anticipated savings.

10. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event.

11. General

11.1 The Supplier may assign its rights or obligations under the Contract without the prior written consent of the Customer.
11.2 Any notice given to a party under or in connection with the Contract shall be in writing and delivered personally, by post, or by email.
11.3 If any provision of the Contract is deemed invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid.
11.4 A waiver of any right or remedy under the Contract shall only be effective if given in writing.
11.5 A person who is not a party to the Contract shall not have any rights to enforce its terms.
11.6 No variation of the Contract shall be effective unless agreed in writing.
11.7 The Contract shall be governed by Singapore law.
11.8 The courts of Singapore shall have exclusive jurisdiction to settle any disputes arising out of the Contract.

Vendor Code of Conduct - Eco Agri Singapore Pte Ltd

02/25/2020 Updated Vendor Code of Conduct

Eco Agri Singapore Pte Ltd

Table of Content

Introduction - 3
Compliance with Laws and Regulations - 3
Ethical Business Practices - 3
Anti-Bribery and Corruption - 3
Conflicts of Interest - 3
Gifts, Entertainment, and Hospitality - 4
Fair Competition and Antitrust Compliance - 4
International Trade Compliance - 4
Human Rights and Labor Standards - 4
Non-Discrimination and Inclusion - 4
Wages, Benefits, and Working Hours - 4
Health, Safety, and Working Conditions - 5
Freedom of Association and Collective Bargaining - 5
Quality - 5
Environmental Responsibility - 5
Sustainability and Social Responsibility - 5
Data Protection and Privacy - 6
Confidentiality and Intellectual Property - 6
Reporting and Whistleblowing - 6
Monitoring, Auditing, and Compliance - 6
Amendments and Modifications - 6
Acknowledgment and Acceptance - 6

Introduction

ECO AGRI is committed to conducting business with the highest ethical standards and we select and treat our business partners honestly, fairly and objectively. As a condition to doing business with ECO AGRI, suppliers and other providers of goods and services (‘Vendors’) who conduct business with ECO AGRI must comply with all applicable laws and regulations and act in accordance with the same ethical principles under which ECO AGRI operates. While we recognize that there are different legal and cultural environments in which Vendors operate throughout the world, we have established this Vendor Code of Conducts (“Vendor Code”) to set forth these principles and the basic requirements a Vendor must meet to maintain a business relationship with ECO AGRI.

These standards are not only aligned with legal requirements but also reflect ECO AGRI's values of integrity, respect, and sustainability.

Compliance with Laws and Regulations

Vendors must comply with all applicable laws, regulations, and industry standards in every jurisdiction where they operate. This includes adherence to local, national, and international laws governing their operations, products, and services. Where conflicts arise between this Code and applicable laws, Vendors must apply the stricter standard.

Ethical Business Practices

Vendors are expected to conduct their business with integrity and transparency. They must avoid any form of unethical behavior, including fraud, misrepresentation, and unfair business practices. All transactions should be accurately and honestly recorded.

Anti-Bribery and Corruption

ECO AGRI maintains a zero-tolerance policy towards bribery and corruption. Vendors must not engage in any form of bribery, whether direct or indirect, and must comply with all applicable anti-bribery and anti-corruption laws. Vendor must not give, agree to give, offer or receive, directly or indirectly, anything of value including payments, gifts or favors to influence the behavior of another business partner, government official or public or political officer.

Conflicts of Interest

Vendors must avoid any situations where personal, financial, or other interests could conflict with their obligations to ECO AGRI. Any actual or potential conflicts of interest must be disclosed promptly to ECO AGRI.

Gifts, Entertainment, and Hospitality

Vendors may not offer gifts, entertainment, or hospitality to ECO AGRI employees or representatives that could be perceived as intended to influence a business decision. Any such offerings must be modest, infrequent, and comply with local laws and customary business practices.

Fair Competition and Antitrust Compliance

Vendors must conduct business in a manner that promotes fair competition. They are required to comply with all applicable antitrust and competition laws and must avoid any practices that unlawfully restrict competition or trade.

International Trade Compliance

Vendors must comply with all applicable international trade laws and regulations, including, but not limited to, export controls, trade restrictions, economic sanctions, and anti-boycott laws. They are responsible for ensuring that their business practices and products meet all legal and regulatory requirements in every market where they operate. Vendors doing business with ECO AGRI must also comply with other import or export laws that require ECO AGRI or Vendors and their business partners to pay duties and/or to obtain specific licenses, permits or other documentation before transferring products and technical data across borders.

Human Rights and Labor Standards

ECO AGRI is committed to respecting human rights and expects its Vendors to share this commitment. Vendors must comply with internationally recognized human rights standards and ensure that their operations do not contribute to human rights abuses. This includes prohibiting forced labor, child labor, and human trafficking.

Non-Discrimination and Inclusion

Vendors must provide a workplace free from discrimination and harassment. Employment decisions should be based on merit, and no individual should be discriminated against based on race, gender, age, sexual orientation, religion, disability, or any other protected characteristic. Vendors are also encouraged to promote diversity and inclusion within their workforce and supply chain.

Wages, Benefits, and Working Hours

Vendors must provide fair wages, benefits, and working hours in compliance with applicable laws and industry standards. Employees should be compensated for all hours worked, including overtime, and should be provided with appropriate rest periods and holidays.

Health, Safety, and Working Conditions

Vendors are required to provide a safe and healthy work environment for their employees. They must comply with all applicable health and safety laws and regulations and take proactive measures to prevent workplace accidents and injuries. At a minimum, Vendors must provide potable drinking water, clean and accessible restrooms, adequate lighting and ventilation, fire and emergency exits, essential life safety equipment, emergency aid kits and access to emergency medical care. Employees must be protected and prevented from exposure to severe health or safety hazards, which are to be understood as health or safety hazards that are likely to pose an immediate risk of causing death or permanent injury or illness. In addition, Vendors must comply with all applicable laws regarding working conditions, including worker health and safety, sanitation, fire safety, risk protection, and electrical, mechanical and structural safety.

Freedom of Association and Collective Bargaining

Vendors must respect the rights of employees to freely associate, join trade unions, and engage in collective bargaining, as permitted by local laws. Vendors must not interfere with or retaliate against employees who choose to exercise these rights.

Quality

Each Vendor for which ECO AGRI acts as distributor and/or agent must meet product specifications and other requirements (as taste, color, functionality) set by ECO AGRI and/or its clients. Vendor remains responsible for the final quality of all goods supplied to ECO AGRI that are stored at the advised storage conditions within the confirmed shelf life of the product. ECO AGRI has the right to reject goods and to cancel any purchase obligations in case goods do not meet the specifications and other requirements as mentioned above. Vendor must meet any quality and safety standards required by applicable laws in those countries where ECO AGRI acts as distributor and/or agent. All documentation provided by a Vendor relating to such products or services must accurately describe the product or service provided.

Environmental Responsibility

ECO AGRI is committed to environmental stewardship and expects its Vendors to minimize their environmental impact. Vendors must comply with all applicable environmental laws and regulations and implement practices that promote resource efficiency, waste reduction, and pollution prevention.

Sustainability and Social Responsibility

Vendors are encouraged to adopt sustainable practices that align with ECO AGRI’s commitment to social responsibility. This includes responsible sourcing, reducing carbon footprints, and engaging in community initiatives that contribute to social and economic development.

Data Protection and Privacy

Vendors must protect the privacy and confidentiality of personal data in accordance with applicable data protection laws, including GDPR and other relevant regulations. Vendors must implement appropriate technical and organizational measures to safeguard personal data against unauthorized access, loss, or misuse.

Confidentiality and Intellectual Property

Vendors must respect the confidentiality of ECO AGRI’s proprietary information and intellectual property. Unauthorized use or disclosure of ECO AGRI’s confidential information, including trade secrets, business plans, and technological innovations, is strictly prohibited.

Reporting and Whistleblowing

Vendors are required to report any actual or suspected violations of this Code or any applicable laws to ECO AGRI promptly. ECO AGRI provides a confidential and secure channel for reporting such concerns and strictly prohibits retaliation against anyone who reports in good faith.

Monitoring, Auditing, and Compliance

As a condition of doing business with ECO AGRI each Vendor must comply with this Vendor Code. ECO AGRI reserves the right, but not obligation, to monitor compliance with this Vendor Code, including the right to conduct, or have its designee conduct, unannounced inspections of Vendors’ facilities and records. Vendors must cooperate fully with any audits or investigations and provide all necessary information and documentation. Non-compliance may result in corrective actions, up to and including termination of the business relationship.

Amendments and Modifications

ECO AGRI reserves the right to amend or modify this Vendor Code of Conduct at any time. Vendors will be notified of any significant changes and are expected to comply with the updated standards.

Acknowledgment and Acceptance

By engaging in business with ECO AGRI, Vendors acknowledge and accept the terms of this Vendor Code of Conduct. Vendors are expected to communicate these standards to their employees, agents, and subcontractors and ensure that they are fully implemented throughout their operations.

Download the Vendor Code of Conduct (version 02/25/2020)

GENERAL TERMS & CONDITIONS