GENERAL PURCHASE, SERVICE AND (SUB) CONTRACTING CONDITIONSSTAHLGeneral purchase, service and (sub) contracting conditions of Stahl Asia Pacific Pte.
Ltd., incorporated in Singapore with its registered office at 14 Tanjong Penjuru
Crescent, Singapore 608976.

1.
1.1

1.2

1.3

1.4

1.5

1.6
1.7

1.8

1.9

1.10

Applicability
These General Purchase, Service and (Sub) Contracting conditions(hereinafter: General Purchase Conditions) in all cases apply to all
enquiries, offers, quotes and agreements whereby Stahl Asia Pacific Pte.
Ltd., and/or the legal entities and companies with which it isorganizationally affiliated in a group or their legal successor(s) relying onthese, hereinafter: ‘STAHL’, acts and/or act as the purchaser(s) of goods
and products and/or as the party or parties commissioning theperformance of activities or services (hereinafter to be referred to as the‘Agreement’).
The articles 1 up to and including 19 of these conditions apply to all offers
made to and agreements concluded with STAHL as well as to any
agreements arising from these. If those offers or agreements (also) relate
to the (sub) contracting of work and/or the performance of services, thearticles 20 up to and including 23 of these conditions (also) apply.
Any derogations from and/or additions to these General Purchase
Conditions will have binding effect only if and to the extent that written
confirmation of these has been sent to the Contracting Party by anauthorized representative of STAHL.
In these General Purchase Conditions ‘Contracting Party’ means: any
person or legal entity which has concluded, or wishes to conclude, anAgreement with STAHL for, or in connection with, the sale and/or the
supply of items and/or activities within the meaning of STAHL’s business
operations, and in addition to these, its agent(s), authorized
representative(s) and successor(s) by particular or universal title.
The applicability of any general terms and conditions of sale, delivery
conditions, conditions of contract, conditions for the provision of services
and/or other general terms and conditions, whatever named, applied by
the Contracting Party are expressly rejected by STAHL.
In these General Purchase Conditions ‘in writing’ includes electronic datainterchange, such as an e-mail.
STAHL is entitled to one-sidedly amend these General Purchase
Conditions. Any changes shall enter into force eight (8) calendar days fromthe date on which the amended conditions have been sent to theContracting Party by STAHL. STAHL is furthermore entitled to dissolve or
terminate, as the case may be, any Agreements between STAHL and theContracting Party, if the Contracting Party does not consent to theamended conditions.
No rights whatsoever are to be derived from the headings, or subheadings,
used in these General Purchase Conditions. The subheadings do not alter
the independent contents and applicability of each article and/or
paragraph, as used in these General Purchase Conditions.
To the extent that these General Purchase Conditions have also beendrawn up in a language other than Dutch, the meaning of the Dutch text
shall at all times prevail in the event of a dispute regarding theinterpretation of any provisions or terms in these General Purchase
Conditions.
The provisions of the International Chamber of Commerce in Paris(Incoterms 2020) apply by analogy to these General Purchase Conditions,to the Agreement and to any Agreements arising from these.

2.3.

2.4.

2.5.

2.6.

2.7.

2.8.

2.9.

2.10.

2.11

3.
3.1.

2.
2.1.

2.2.

Offers, orders and formation of the agreement
If an enquiry submitted by STAHL is followed by an offer from theContracting Party, such offer shall remain valid for a period of 6 months.
STAHL’s enquiry as referred to in this article 2.1 has no binding effect andmerely represents an invitation to treat.
Any Agreement as well as any amendments or additions to these between
STAHL and the Contracting Party shall be deemed to have been formed
only after (i) the signing of an Agreement by both parties, (ii) in the manner
specified in article 2.4 of the General Purchase Conditions, (iii) the
acceptance in writing of a representative of STAHL duly authorized for that
purpose or (iv) - notwithstanding the provisions of the final full sentence ofarticle 2.1 above - the immediate, unconditional and written acceptance ofan order by a Contracting Party (v) orally if and to the extent that the oral
Agreement concerned has been confirmed in writing by a representativeof STAHL duly authorized for that purpose. In the cases listed in (i) and (ii)the contents of the Agreement and of these General Purchase Conditions
shall be deemed to constitute a full and correct representation of theconditions and the provisions of the delivery or the deliveries. In the casementioned in (iii) the contents of the offer, to the extent that the offer
concerned has been confirmed in writing by a representative of STAHL
duly authorized for that purpose, and the General Purchase Conditions
shall be deemed to constitute a full and correct representation of theconditions and the provisions of the delivery between the parties, in thecase mentioned in (iv) the contents of the offer and the General Purchase
Conditions shall be deemed to constitute a full and correct representationof the delivery, while in the case mentioned in (v) the contents of the written
confirmation and these General Purchase Conditions shall be deemed to

3.2.

3.3.

3.4.

3.5.

4.
4.1.

4.2.

4.3.

fully and correctly reflect the Agreement between the parties. This article
2.2 also applies to any additional work, with the proviso that an Agreement
and any amendments and additions to it shall be formed and/or be binding
only, if and to the extent that such additional work has been confirmed inwriting.
In the event of framework agreements an Agreement shall be formed eachtime the written confirmation for performing a part of the contract within thecontext of the framework agreement is sent by a representative of STAHL
duly authorized for that purpose.
The Contracting Party shall return an Agreement it has been sent by
STAHL to the latter unaltered and signed within (3) three working days
from the date of despatch of the Agreement. If the Contracting Party fails
to return the Agreement within the period mentioned above and does not
object to its contents within that same period in writing, or if performanceof the Agreement has already commenced, the contents of the Agreement
shall in that case be deemed to have been accepted and an Agreement
shall be deemed to have been formed subject to the conditions mentioned
in the Agreement and subject to the applicability of these General
Purchase Conditions.
If during the performance of the Agreement use is made of drawings,
models, specifications, instructions, inspection regulations and the likewhich have been made available by STAHL or have been approved by it,these shall form part of the Agreement.
An Agreement may be amended only with the prior written consent of
STAHL and if, in STAHL’s view, such is permitted by the circumstances,such as the planning envisaged by STAHL and its principal. STAHL
reserves the right to charge the Contracting Party for the costs arising fromany changes made at the Contracting Party’s request, including costs
incurred in connection with adjusting the work schedule.
If an Agreement is entered into by two or more Contracting Parties, they
will be jointly and severally liable and STAHL will be entitled to full
performance of the entire contract by either of them.
Any agreements made with or undertakings given by employees of STAHL
shall have no binding effect on STAHL, except if such agreements orundertakings have been confirmed in writing by a representative of STAHL
duly authorized for that purpose.
Immediately after receipt of STAHL’s order the Contracting Party shallcheck the consistency, the completeness and the correctness of the orderconcerned. Before performance of the Agreement Contracting Party must
inform STAHL without delay if it suspects or should suspect that the ordercontains any errors and/or omissions. Such errors may at all times berectified by STAHL.
Unless otherwise agreed in writing, any costs incurred by the Contracting
Party for making an offer shall not be reimbursed by STAHL and nodamages or any other form of compensation shall at any time be owed by
STAHL if negotiations with STAHL are broken off, regardless of the stage
to which they have advanced.
The Agreement and these General Purchase Conditions represent theentire contents of the parties’ rights and obligations and take the place of
all earlier oral and written arrangements, agreements and/or
representations made between the parties. In the event of a conflict
between the provisions of the Agreement and these General Purchase
Conditions, the provisions of the Agreement shall prevail.
PricesThe prices mentioned in the Agreement are fixed and binding, they are
exclusive of tax on goods and services and any delivery costs (subject toarticle 4). STAHL shall not be responsible for any costs or expenses thatare not agreed upon in the Agreement.
Payment for the total costs of the items and goods to be delivered and/or
the related services to be provided shall be a fixed amount, to be
determined in advance and in writing by the parties.
Any costs arising from additional work may be charged for by theContracting Party only, to the extent that STAHL has in advance agreed
in writing to such additional work being carried out.
Any price increases and other cost-increasing circumstances are and shallremain for the Contracting Party’s account, including after the conclusionof the Agreement and regardless of the time that has passed between thedate of the conclusion of the Agreement and its performance.
Any currency differences arising between the moment of the offer and theconclusion of the Agreement or the moment of delivery/invoicing, shall nothave an effect on the price.
Delivery
Unless agreed otherwise, delivery shall be DDP (Incoterms 2020),
unloaded alongside the means of transport in the location designated by
STAHL.
If the parties have agreed to different delivery terms and if Contracting
Party arranges the transport, or causes transport to be arranged, the risksof loading and unloading shall at all times be for the Contracting Party.
Each delivery shall be accompanied by a document containing thefollowing information: a description of the goods delivered, the quantity
and/or the number of the goods delivered, the order number, the country

1

4.4.

4.5.

4.6.

4.7.

4.8.
4.9.

4.10.

4.11.
4.12.

4.13.

4.14.

4.15.
4.16.

5.
5.1.

5.2.

5.3.

of origin, the nett/gross weight per package and in total, the batch
number(s), the customs tariff number, the documents prescribed by law
and the product information (the ‘Material Safety Data Sheets’).
The moment of delivery shall be the moment the purchased item isdelivered and taken delivery of by a person with STAHL who has beenauthorized for that purpose, by signing the consignment note.
Delivery/handing over by the Contracting Party shall take place at thelocation designated by STAHL, promptly at the agreed hour or within theagreed period. If no delivery date has been mentioned by STAHL in theorder, but if, on the other hand, a delivery period or a deadline for delivery
has been mentioned, such period shall commence on the day theAgreement was formed.
The agreed delivery period and/or period for performing the work
represent strict deadlines. By exceeding the delivery period and/or theperiod for performing the work, the Contracting Party will be in default by
operation of law and shall be liable for all damage suffered by STAHL asa result of the delivery period and/or the period for performing the work
being exceeded.
If goods are delivered to the wrong location by the Contracting Party, any
costs for delivery at the agreed location shall be borne by the Contracting
Party.
STAHL shall bear the risk for the items and/or goods from the moment of
the actual delivery.
Performing the Agreement shall also be taken to mean delivering any
related appliances as well as all corresponding documents, drawings,
quality certificates, inspection certificates and guarantee certificates.
If a model, sample, example or specification has been shown or provided
by the Contracting Party, the items, goods and/or work shall bedelivered/completed in accordance with the model, sample, example orspecification shown or provided. In principle the qualities and properties of
the items to be delivered/the work to be performed cannot differ from themodel, sample, example or specification.
Taking delivery of the items/goods and/or payment for the items/goods or
the work performed does not imply acceptance of these.
The consignment note must be signed upon delivery of the items by a
STAHL employee who has been authorized for that purpose. The STAHL
employee signs the delivered order in confirmation of the number of
items/goods delivered and while doing so will point out any defects present
at first sight. If upon closer inspection it appears that all or part of thedelivered order has not been delivered in accordance with the agreed
specifications – with the exception of the warranty provisions as set forthin article 8 below – STAHL will be entitled to reject all or part of the orderand to dissolve the Agreement. STAHL shall notify the Contracting Partyof this in writing within eight (8) working days. Any damage resulting fromthis shall be for the Contracting Party’s account.
As soon as the Contracting Party knows or should know that supply and/or
delivery will not be performed, or not in time or not properly, it shall at once
notify STAHL of this in writing, stating the circumstances that have givenrise to this non-performance.
Without prejudice to the provisions of article 20, the parties shall consult
with each other, when a situation such as the one referred to in article 4.13
arises, if, and if so, in what way, the situation that has arisen may yet be
resolved to the satisfaction of STAHL.
The Contracting Party is not entitled to perform the Agreement in parts,
unless agreed otherwise in writing.
If STAHL requests the Contracting Party to postpone the delivery, theContracting Party shall for its own account store, preserve, safeguard andinsure the items/goods, properly packed, separately and clearly
identifiable.
Transport and risk
If no further instructions have been provided by STAHL, the manner oftransport, shipping and the like will be determined by the Contracting Party
as a good Contracting Party. The goods must be packed and marked
correctly, in accordance with Singapore and international regulations.
STAHL will be entitled to refuse acceptance of a shipment if the packaging
fails to meet the conditions of this article 5.1.
Transport of items/goods shall be entirely at the Contracting Party’s risk
until the moment of receipt of the items/goods by STAHL. The Contracting
Party shall take out proper insurance against this risk. Transfer takes placethrough signing of the consignment note by a STAHL employee authorized
for that purpose.
Any specific wishes on the part of STAHL regarding transport and/or
shipment shall at all times be complied with, without the Contracting Party
being entitled to increase its prices or charge extra for this, unless thosespecific wishes are unreasonable, given the nature and the amount of theextra costs.

6.

Approval, permission
Any approval or permission, implicit or otherwise, granted by STAHL to
the Contracting Party shall not release the Contracting Party from its
obligations under the Agreement, nor shall it have an effect on theContracting Party’s responsibilities, nor shall it signify any waiver of rights
by STAHL.

7.

Payment
Payment will be made within the period specified in the Agreement, but inthe event that delivery has been postponed in accordance with article 4.13
Error! Reference source not found., within that same period following

7.1.

7.2.
7.3.

7.4.

7.5.

7.6.

7.7.

7.8.
7.9.
7.10.

8.
8.1.

8.2.

8.3.

8.4.

8.5.

the time of the actual delivery, all this on the condition that the delivered
items and/or the work performed and/or completed meet the specifications
as referred to in article 8. In all other cases payment will be made within
60 days from receipt of the invoice at the time provided for in Article 7.2
and provided the items delivered or the work performed and/or completed
meet the specifications as referred to in article 8.
In the event that work is performed, a retention sum of five per cent (5%)
of the agreed contract price is at all times withheld.
Invoices without a correct purchase order number will not be considered.
The Contracting Party is not entitled to add a so-called late payment
surcharge to the invoice.
Unless agreed otherwise in writing, payment of an invoice as referred toin 7.1 of this article will be made by transferring the amount due to a bankaccount or giro account designated by the Contracting Party.
STAHL is at all times entitled, before payment is made, including in thecase of payment upfront or payment in instalments, to demand thefurnishing of adequate security, at STAHL’s discretion, regarding
performance of the Contracting Party’s (remaining) obligations. In theevent of the Contracting Party refusing to furnish the required security, it
shall be in default without notice of default being required, following which
STAHL will be entitled to dissolve the Agreement, without prejudice to
STAHL’s right to demand compensation, including compensation for costs
incurred and lost profits.
Without prejudice to the rights, or rights of suspension, to which STAHL isentitled under the law, it will at all times be entitled to suspension, if theContracting Party fails, or is likely to fail, in the performance of its
obligations, regardless as to whether it concerns an attributable failure.
STAHL shall have the right to withhold from any amounts due and payable
to the Contracting Party under this Agreement all taxes as shall be
required to be withheld by STAHL under all applicable laws.
Payment by STAHL shall not discharge the Contracting Party from any
warranty or liability arising from the conditions, the Agreement or the law.
Payment by STAHL does not in any way constitute a waiver of any rights.
STAHL is at all times entitled to offset the amount of the invoice either infull or in part against any amounts that may be owed to STAHL by theContracting Party and/or by companies and undertakings affiliated with theContracting Party. STAHL is furthermore entitled to offset any amounts
owed by the Contracting Party to any companies and undertakings
affiliated with STAHL against any amounts that may be owed to theContracting Party by STAHL. To the extent that any permission from theContracting Party is required, such permission shall be deemed to havebeen unconditionally and irrevocably granted to STAHL.
Warranties and indemnities
Without prejudice to its liability under the Agreement, the Contracting Party
shall warrant for a period of twenty-four (24) months from the date ofdelivery and/or completion that the goods supplied:a.
suit the purpose they are intended for, as it is revealed by, or shouldhave been revealed by, the nature of the delivery, and that the goods
furthermore have all the characteristics and are of the quality that
STAHL may reasonably expect;b.
fully comply with and typically meet the requirements as set forth in
the product specifications, drawings, samples, orders and/or otherrequirements specified in the Agreement;c.
comply with the applicable requirements under Singapore laws andregulations and those of any other country, as well as with theenvironmental, safety and quality standards applicable within the
sector, all of these as they are in force at the time of the conclusion
and the performance of the Agreement; andd.
are of good quality, properly manufactured and free from defects,
including defects in the composition, production, assembly, thedesign and the materials used and free from construction andmanufacturing defects, and that they are in accordance with theagreement;e. do not infringe the intellectual property rights of third parties.
The Contracting Party shall furthermore warrant that it will make sure thatthe persons and servants or agents engaged by it in the performance of
the Agreement will act in line with the STAHL Business Partner Code of
Conduct, which may be viewed at: https://www.stahl.com/corporateresponsibility/procurement.
The Contracting Party shall indemnify STAHL and hold it harmless fromand against all damage, costs or expenses, including, but not limited to,
the reasonable costs for engaging the services of advisers such as a legal
expert, as a consequence of and/or in relation to the non-performance,late performance or improper performance by the Contracting Party of its
obligations under the Agreement.
Without prejudice to STAHL’s other claims, the Contracting Party shallrepair all defects to the items/goods and/or the work performed during thewarranty period without delay, but no later than within five (5) working
days, for and in consultation with STAHL or, at STAHL’s discretion,
replace the defective items or all or part of the work performed. Following
delivery or handing over of the items that have been replaced or repaired,
the warranty period for those goods shall commence anew. STAHL
reserves the right to inspect the items or the work that have/has in thatcase been renewed, replaced or improved.
The Contracting Party shall bear the full costs of repairing the defects or
replacing the items/goods and/or the work performed. Among these shallbe the costs of putting the items/goods into service again after having been
repaired or replaced. If the items/goods and/or the work form/forms part ofa larger project, the costs of putting that larger project into service again

2

8.6.

8.7.

9.
9.1.

9.2.

9.3.
9.4.

9.5.

9.6.

10.
10.1.

10.2.

10.3.

10.4.

10.5.
10.6.

11.
11.1.

11.2.

11.3.

11.4.

shall also be borne by the Contracting Party.
As long as the defective items/goods and or the work have/has not been
repaired or replaced by the Contracting Party, STAHL will be entitled towholly or partly suspend payment for these items and to demandalternative and/or additional compensation.
If the Contracting Party does not to the satisfaction of STAHL meet its
obligations as referred to in article 8.4 within the prescribed period, or if it
can reasonably be assumed that the Contracting Party will not, not in timeor not properly carry out the repairs or make the replacements concerned,
STAHL will be entitled, without prejudice to its other rights, to carry out
those repairs or make those replacements itself, or have this done by third
parties, at the Contracting Party’s expense.
Quality, inspection
Any tests, inspections and/or trials of the items/goods and/or the work
performed by STAHL or by any persons or bodies designated by it for that
purpose, may be performed both prior and during or after the performanceof the Agreement.
If ISO:9001:2000 certification or similar certification has been obtained by
the Contracting Party, the latter shall furthermore grant permission to
STAHL to check the Contracting Party’s procedures in the field of quality
control. The Contracting Party shall do all that is reasonably possible tocontinue meeting the standards concerned.
The costs of such tests, inspections and/or trials shall be borne by theContracting Party.
Irrespective of any approval being granted, the items/goods and the work
performed shall nevertheless remain for the Contracting Party’s accountand risk. Any inspection or approval shall not release the Contracting Party
from any warranty or liability, as arising from the conditions, the Agreement
or the law.
If the tests, inspections and/or trials carried out prior to, during or after the
performance of the Agreement result in a full or partial rejection, STAHL
shall inform the Contracting Party of this in writing, or have the Contracting
Party informed thereof.
In the event of the items/goods and/or the work being rejected during or
after delivery and/or after performance of the work, the risk with respect tothe rejected items and the work performed shall remain with theContracting Party.
Confidentiality
The Contracting Party undertakes to maintain confidentiality regarding all
confidential information, all business and other information and all data,
including commercial and technical data, that have in any way become
known to it or been disclosed to it. The Contracting Party shall within thecontext of the Agreement take all possible precautions for the purpose ofprotecting the interests of STAHL and its customers.
The information referred to in article 10.1 shall be kept confidential fromthird parties by the Contracting Party and shall not be disclosed or
multiplied, unless written permission to do so has been obtained fromSTAHL. If for the purpose of performing the Agreement the Contracting
Party has to provide the information that has been provided to it to its
employees or to agents or other third parties involved in the performanceof the Agreement, the Contracting Party shall make sure that its
employees and/or these agents or other third parties will observe the dutyof confidentiality arising from this Agreement, before taking note of theinformation made available by STAHL.
The Contracting Party shall not, without STAHL’s prior written permission,
give publicity in any form whatsoever to the performance of theAgreement, nor, further thereto, maintain any direct or indirect contacts
with STAHL’s or the Contracting Party’s customers.
The Contracting Party acknowledges and agrees that breach of theprohibition, order or guarantee set forth in this article would cause
irreparable injury to STAHL for which money damages would be an
inadequate remedy. Accordingly, the Contracting Party further
acknowledges and agrees that STAHL shall be entitled to specificperformance and injunctive and other equitable relief from the breach or
threatened breach of any article of the Agreement in addition to and not in
limitation of any other legal or equitable remedies which may be available.
The duty of confidentiality shall remain in force once the Agreement has
ended.
If a separate non-disclosure agreement has been agreed with theContracting Party, this article 10 will be cancelled and the contents of theseparate non-disclosure agreement will enter into force.
Assignment and outsourcing
The Contracting Party shall not assign, transfer or encumber any of its
rights, interests and/or obligations under the Agreement to third parties,
without STAHL’s prior written permission.
The Contracting Party is not entitled with regard to the performance of its
obligations under the Agreement to wholly or partly put another party in its
place or to wholly or partly outsource the delivery and/or the performanceof the work to one or more third parties, without STAHL’s prior written
permission.
In the event that STAHL grants permission for any of the acts described inarticle 11.1 and article 11.2 above, it is entitled to grant such permission
subject to certain conditions. A full or partial substitution and/or
outsourcing shall not affect the Contracting Party’s responsibility for the
performance of its obligations under the Agreement.
In urgent cases and, furthermore, if, following consultations with theContracting Party, it may reasonably be assumed that the latter cannot
and/or will not perform its obligations under the Agreement, or not in timeor not properly, STAHL will be entitled to demand that the Contracting
Party will outsource all or part of the performance of the Agreement to one
or more third parties to be appointed by STAHL, at the Contracting Party’s
risk and expense. All this does not release the Contracting Party from its
obligations under the Agreement.

12.
12.1.

13.
13.1.

13.2.
13.3.

13.4.

14.
14.1.

14.2.

14.3.

14.4.
14.5.

15.
15.1.

Non-compete clause
Except with the prior written permission from STAHL the Contracting Party
shall refrain from either directly or through the intermediary of third parties
making any quotes and/or offers to STAHL’s customers in all regions
where STAHL provides its products and/or services in connection with theAgreement for 5 years after the termination of the Agreement
Aids
All aids, such as drawings, calculations, models, moulds, dies and tools
which are provided by STAHL to the Contracting Party for the performanceof an Agreement or which the Contracting Party has specifically made, orcaused to be made, within the context of the Agreement with STAHL, will
under all circumstances remain or become the property of STAHL,
regardless as to whether or not payment has been made for these.
All aids and all copies manufactured of these must be made available to
STAHL or be returned to it as soon as a request to that effect is made.
As long as the aids are in the possession of the Contracting Party, thesemust be provided by the Contracting Party with an indelible mark, by which
they are identified as the property of STAHL. The Contracting Party shallpoint out STAHL’s right of ownership to any third parties wishing to seek
recovery from these aids.
The Contracting Party shall use the aids referred to in this article for thesole purpose of carrying out deliveries and performing work for the benefitof STAHL and shall not show these to, or use them for the benefit of, third
parties, unless STAHL has granted its express written permission to doso. The Contracting Party shall bear the risk of loss or damage and isunder an obligation to take out insurance for them for its own account.
Liability
The Contracting Party will be in breach of contract towards STAHL if theitems delivered and/or the work performed fail to meet the agreed
specifications and warranties and if, in the performance of the work, theContracting Party acts in a manner which a good contracting party,
equipped with normal professional know-how and acting with due care,
could have and should have avoided and, after having been declared in
default in writing by STAHL, does not remedy the breach within areasonable time limit set by STAHL.
The Contracting Party shall be liable for all direct and/or indirect damage
suffered by STAHL or any third parties as a result of a breach of contract
or an unlawful act on the part of the Contracting Party, its employees or
those involved by it in the performance of the Agreement.
The Contracting Party shall indemnify STAHL and hold that party harmlessfrom and against all claims from third parties for compensation of any
damage suffered, including penalties, and shall on STAHL’s request effecta settlement with those third parties or defend itself in court against claims
such as the ones referred to above, instead of or jointly with STAHL – allthis at STAHL’s discretion.
For the purpose of this article staff and agents of STAHL are also regarded
as third parties.
The Contracting Party shall at its own expense take out adequate
insurance against the liability as referred to in this article, in such a waythat any damage suffered by STAHL as a result of the acts and omissions
on the part of the Contracting Party and/or third parties engaged by it will
be covered. If STAHL should so require, the Contracting Party shall allow
STAHL to inspect the relevant insurance policy documents. In those policy
documents STAHL must be listed as the co-insured in relation to theAgreement. The liability insurance taken out by the Contracting Party does
not alter its liability under the Agreement or the law.
Force Majeure
If an event occurs outside the control of STAHL (i) as a result of which
performance on the part of STAHL of its obligation(s) is delayed, interferedwith or made impossible, and if at that time STAHL had not already failed
to perform that obligation or those obligations, or if an event occurs outside
the control of STAHL (ii) that, in STAHL’s view, has a material and farreaching effect on its economic position, as a result of which, in STAHL’sview, performing the Agreement puts it under a disproportionately heavy
burden (hereinafter: a ‘Circumstance’), including, but not limited to:a.
the circumstance of the Agreement qualifying as a continuing
performance contract entered into for a period of one year or more;b.
a worldwide Economic Crisis (as defined in 15.3 below);c.
a specific disruption in any of STAHL’s major (sales) markets;d.
the cancellation by STAHL’s customer of STAHL’s sales order, which
the items to be delivered and/or the work to be performed by theContracting Party were intended to be used for by STAHL;
e. strikes, natural disasters, epidemics, war, terrorist attacks, disruptionsin internet connectivity, the supply of energy and/or the supply ofwater; orf.
a national or international prohibition or other mandatory rule or
statutory limitation imposed by the authorities or other bodies on
STAHL or on customers in its markets, which either in whole or in3

15.2.

15.3.

15.4.

16.
16.1.

16.2.

16.3.

16.4.

17.
17.1.

17.2.

17.3.

part prevent and/or hamper the sale and/or delivery by STAHL of its
goods in the market, or which have a disproportionately adverse
effect on STAHL’s activities;
STAHL will be entitled to renegotiate the Agreement, without prejudice toany of its other rights arising from the Agreement or the law, while theContracting Party will be obliged to give its best efforts to reach agreement
on amending and/or replacing the terms of the Agreement. During a
Circumstance STAHL shall not be liable for any damage and/or costs
resulting from the non-performance, the late performance or theincomplete performance of its obligation(s) under the Agreement.
STAHL shall without delay notify the Contracting Party as soon as a
Circumstance occurs and, where appropriate, submit a request forrenegotiations as referred to in 15.1 above (hereinafter: ‘Notification’).
A global economic crisis (hereinafter: ‘Economic Crisis’) means an
expected drop in any calendar year or three per cent (3%) or more of theannual, total, percentage ‘Real GDP World growth’, as published by theWorld Bank, in the calendar year of the Notification. The Economic Crisis
is deemed to have ended when the Real GDP World growth is equal to or
exceeds 0%.
Without prejudice to the provisions of the preceding full sentence, STAHL
will be entitled to dissolve the Agreement if (i) in STAHL’s view, it is to be
expected that the Circumstance will not end within a period of six (6)months following the Notification or if (ii) STAHL and the Contracting Party
fail to reach agreement within a period of sixty (60) days following theNotification about amending and/or replacing the terms of the Agreement.
Termination and dissolution
An Agreement which (also) includes the performance of contracted and/or
subcontracted work may not be terminated prematurely by the Contracting
Party, unless with STAHL’s prior, written permission. The Contracting
Party will in that case be under an obligation to as much as possible limit
the damage caused to STAHL as a result of such premature termination.
If the Contracting Party fails in the performance of the Agreement between
the parties, by not performing one or more of its obligations under the
Agreement or other agreements arising from it, or not in time, or notproperly, as well as in the case of (an application for) bankruptcy or asuspension of payments, and in the case of a shutdown, liquidation,
dissolution, cessation or takeover or any similar condition regarding thebusiness of the Contracting Party, or if all or part of its assets are seized,
before judgment and otherwise, STAHL will be entitled, without any further
notice of default being required and without any intervention by the court,
to unilaterally terminate all or part of the Agreement, by means of a written
notification addressed to the Contracting Party. In that case STAHL will
also be entitled to suspend its obligations and/or to instruct third parties toperform all or part of the Agreement, without STAHL being obliged to pay
any compensation and without prejudice to any of its further rights,
including its right to demand full compensation for damage, costs andinterest.
All amounts owed to STAHL by the Contracting Party, both now and in the
future, shall be due and payable with immediate effect and in full, without
reduction or setoff.
If the Contracting Party is declared bankrupt or insolvent, STAHL will also
be authorized to give to the receiver, liquidator or other person as
appropriate, the option of carrying out the work to deliver theGoods/Services subject to his or her guaranteeing the due and faithful
performance of the Agreement thereof. If the receiver, liquidator or otherperson as appropriate does not within the period stipulated state that heor she is prepared to continue the Agreement, the receiver, liquidator orother person as appropriate in his or her turn cannot demand performanceof the Agreement either. In the event that a suspension of payments is
granted to the Contracting Party, the provisions of this paragraph apply byanalogy, with the proviso that “the receiver, liquidator or other person as
appropriate” is replaced by “the Contracting Party and the administrator”.
Industrial and intellectual property
Unless agreed otherwise in writing, STAHL shall retain or acquireownership of the copyrights, as well as of all other rights of intellectual orindustrial property with respect to all items/goods and services developed
and/or supplied by virtue of the Agreement, including any designs,
sketches, images, drawings, models, software and offers, as well as thecorresponding preparatory design material. These items, services anddocuments shall remain or become the property of STAHL and must not
be copied, disclosed to third parties, altered, multiplied or used in any otherway without its express consent. The Contracting Party acknowledges andagrees that breach of the prohibition set forth in this article would cause
irreparable injury to STAHL for which money damages would be an
inadequate remedy. Accordingly, the Contracting Party further
acknowledges and agrees that STAHL shall be entitled to specificperformance and injunctive and other equitable relief from the breach or
threatened breach of any article of the Agreement in addition to and not in
limitation of any other legal or equitable remedies which may be available.
To the extent that the intellectual property rights as referred to in 17.1
cannot be transferred and/or such transfer or delivery could not take place,or not in full, for any other reason, the Contracting Party undertakes torender all possible assistance in order to have the envisaged transfer anddelivery take place after all.
The Contracting Party warrants that the use, including the resale, of theitems/goods delivered by it or the aids purchased or manufactured by it forthe benefit of STAHL, do not constitute a breach of any patent rights, trade
mark rights, design rights, copyrights or other rights of third parties.

17.4.

17.5.
17.6.

18.
18.1.

18.2.

18.3.

19.
19.1.
19.2.

To the extent that it should appear that the intellectual property rights as
referred to in 17.1 may not be transferred, or transfer should prove
impossible for another reason, the Contracting Party hereby grants aworldwide, exclusive, sublicensable and perpetual licence or right of use,as the case may be, in relation to these intellectual property rights.
The Contracting Party shall furthermore indemnify STAHL and hold thatparty harmless from and against any claims arising from the rights referred
to in 17.3 and shall compensate STAHL for all damage resulting from any
breach, including the cost of legal assistance incurred by STAHL.
Privacy
If in the performance of the Agreement personal data are processed by
the Contracting Party, these must be processed properly and carefully andin accordance only with the laws and regulations applicable at thatmoment in the field of data protection, including in any case the Personal
Data Protection Act 2012.
Any personal data which are obtained by the Contracting Party within thecontext of the Agreement shall not be used for the Contracting Party’s own
purposes, nor for any purposes other than, or extending beyond, what isreasonably necessary in order to give effect to the Agreement, unless priorwritten permission for this has been given by STAHL.
If the Contracting Party acts in breach of this article and/or the relevantlaws and regulations in the field of data protection, the Contracting Party
shall indemnify STAHL hold that party harmless from and against any
claims from third parties, and any penalties from relevant authorities.
Applicable law and disputes
All offers, quotes, the Agreement and all agreements arising from it are
exclusively governed by Singapore law.
All disputes arising out of or in connection with the Agreement shall befinally settled under the Rules of Arbitration of the International Chamberof Commerce (‘ICC’) in accordance with the Rules of Arbitration of the ICC,
in which respect it is noted that:a. the arbitral tribunal is made up of one (1) arbitrator;b. the arbitrator will be appointed by the ICC;c. the place of arbitration is Singapore;d. the arbitration proceedings will be conducted in English; ande. the arbitral tribunal will decide in accordance with the rule of law;(Sub) contracting / Contract

20.
20.1.

20.2.
20.3.

20.4.

20.5.

20.6.

Obligations of the Contracting Party
The Contracting Party declares having obtained all certificates, permits
and approvals required by law and (if applicable) under the regulations
applicable in the sector for the performance of the work. Copies of theseshall be provided to STAHL on request.
The Contracting Party is obliged to comply with all relevant laws andregulations of Singapore and those of any other country.
The Contracting Party must:a. provide STAHL with a list of all the employees who will be working
on the project as well as, on a one-off basis, for each employee(before commencing his work) a copy of a valid ID and, on request,
wage statements;
b. provide STAHL with a man-hours timesheet, stating for each of theContracting Party’s employees his or her name, address, postcode,
place of residence, citizen service number, date of birth and numberof hours worked per date;c. strictly comply with all obligations with respect to the workers
employed by the Contracting Party;
d. strictly comply with all statutory obligations regarding payment ofCentral Provident Fund (CPF) contributions and income tax inrelation to the work it has been instructed to carry out andfurthermore strictly observe any collective bargaining agreements
applicable to the employees;
In the event that the Contracting Party has not, or not yet, performed its
obligations arising from articles 20.1, 20.2, and 20.3 of these General
Purchase Conditions, STAHL will not be obliged to effect payment until it
has received the missing information and processed this information in its
records and /or until the Contracting Party has performed its otherobligations, if any. The Contracting Party shall indemnify STAHL and holdthat party harmless from and against any penalties and/or sanctions
and/or claims for damages (such as loss of income or claims fromcommissioning parties, employees and/or third parties) on account of abreach of the obligations and/or statutory provisions set forth in articles
20.1, 20.2, and 20.3 of these General Purchase Conditions. STAHL may
seek recovery from the Contracting Party for the full amount, plus thestatutory interest from the date of payment by STAHL.
If the Contracting Party and/or the third parties whose services have been
engaged by it are no longer able to meet their obligations under the law,
the Contracting Party shall notify STAHL of this within three working days
from the moment the inability to pay arose, failing which the Contracting
Party will be in default towards STAHL by operation of law, in which case
STAHL will be entitled, without any notice of default or court intervention
being required, to dissolve the Agreement either in whole or in part, without
prejudice to its right to demand compensation for the damage suffered.
The Contracting Party is obliged to notify STAHL without delay in writing,
if any information, data, time frames, schedules, working procedures,

4

instructions and the like, provided by or on behalf of STAHL, or decisions
made by or on behalf of STAHL, contain errors or defects or when it
suspects the presence of such errors or defects. If the Contracting Party
fails to send the written notification referred to in the previous full sentence,
it shall be liable for the harmful consequences of its failure to act.

21.
21.1.

21.2.

21.3.

21.4.

21.5.

21.6.

21.7.

Organisation of the work, health and safety and the environment
The Contracting Party is obliged to observe the orders and instructions
provided by STAHL, the government regulations and the instructions
provided by the government authorities.
The Contracting Party shall make sure that its employees, as well as theagents and suppliers engaged by it, observe STAHL’s Safety, Health andEnvironment(SHE)
policy(https://www.stahl.com/corporateresponsibility/she-policy) which will be provided upon request by theContracting Party.
STAHL is entitled to deny the Contracting Party’s employees access to theproject or to remove them, or have them removed, for example due to theirunsuitability, the fact that they act in breach of the health and safety and/or
environmental regulations, absence of the required certificates andpermits, breach of the peace, misbehaviour etc., without any further
compensation being due for any damage suffered by the Contracting Party
as a result thereof.
The work and rest hours at the project and the days of rest, public holidays,
days’ holiday or other days-off recognized nationally or at the location of
the project, as prescribed by the governmental authorities or the collective
bargaining agreement, shall also apply to the Contracting Party and its
employees involved in the activities carried out at the project site. STAHL
shall not be held liable for any damage suffered by the Contracting Party
as a result of the above, which also applies if, as a result of a strike orother circumstances occurring at STAHL, the Contracting Party or third
parties, it becomes impossible to make use of the Contracting Party’s
services.
The Contracting Party shall provide its employees with proper personal
protective equipment and ensure the (correct) use of such equipment. The
Contracting Party shall make sure that its employees have read the locallyapplicable environmental and safety regulations and that they will comply
with these. All risks and costs arising from this shall be borne by theContracting Party.
In the event that equipment subject to compulsory insurance is used by
the Contracting Party for the purpose of carrying out work at the locationof the project, the Contracting Party shall make sure that such equipment
has been adequately insured against the risks of traffic and work-related
damage. Where such equipment is leased by the Contracting Party, it shallmake sure that adequate insurance has been taken out for it.
The required approved materials such as scaffolding, cherry-pickers,

21.8.

21.9.

22.
22.1.

22.2.

23.
23.1.

23.2.
23.3.

lifting equipment and small equipment, such as hand tools, measuring
devices, wheeled scaffolding, ladders and steps etc., shall be provided by
the Contracting Party and must be included in the total price.
The Contracting Party is obliged to take such measures as will prevent
any contamination of the soil or environmental damage from occurring
during the transport of equipment and/or materials. If contamination of thesoil or environmental damage should nevertheless occur, the Contracting
Party shall at once take appropriate measures and report thecontamination to STAHL and return the soil to its original state at theContracting Party’s expense.
The Contracting Party shall be liable towards STAHL for all damage
resulting from its acts or omissions in breach of the provisions of this article
21 and shall indemnify STAHL and hold that party harmless from andagainst any claims from third parties in this regard.
Additional work
Any additional work shall be carried out only after written instructions to doso have been provided by an authorized representative of STAHL. Only
work commissioned by an authorized representative will be paid for by
STAHL.
The following shall not be regarded as additional work or extra work andbe paid for by STAHL in any case: work that should reasonably be
regarded as forming part of the activities carried out for the purpose ofbeing able to complete the project in accordance with the nature and theobjective of the contract and the requirements laid down for sound work.
Performance by third parties, hiring of employees
If the Contracting Party, after having obtained permission from STAHL in
accordance with article 11.2, transfers or outsources all or part of the work
to a third party, it shall at once draw up a written Agreement to provide forthis. The terms of that Agreement must correspond with the agreementthat was concluded by STAHL and the Contracting Party regarding thework, with the Contracting Party and the third party by analogy adopting
the position, or legal position, of STAHL and the Contracting Party
respectively.
Transfer/outsourcing of the work shall not alter the Contracting Party’s
obligations towards STAHL under the Agreement.
Without prejudice to the provisions of articles 23.1 and 23.2 theContracting Party shall not be entitled to make use of any workers madeavailable to it, if no prior permission to do so has been obtained fromSTAHL. In the event that work is outsourced or workers are hired as set
forth above, the Contracting Party shall comply with all the administrative
regulations of Singapore and those of any other country.

Document: General Purchase Conditions, revised on 21 October 20205