1. Acceptance of Purchase Order

The Supplier (the party named in the “To” field of this Purchase Order) shall be deemed to have accepted the terms and conditions set forth herein upon the earlier of: (a) acknowledgment of this Purchase Order; or (b) commencement of any performance hereunder. No terms or conditions proposed by the Supplier in any quotation, proposal, acknowledgment, invoice, or other document shall be binding upon DecoFurn Pte Ltd (“DecoFurn”) unless expressly agreed to in writing and referenced in this Purchase Order. The Supplier’s standard terms and conditions are expressly excluded.

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2. Notification of Discrepancies

The Supplier shall review this Purchase Order immediately upon receipt. Any discrepancies or objections must be communicated in writing to DecoFurn within three (3) calendar days from the issuance date. Failure to do so shall constitute full and unconditional acceptance of all terms and conditions herein.

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3. Payment Terms

Unless otherwise agreed in writing, payment shall be made on a back-to-back basis with the payment terms agreed between DecoFurn and its Client (the end user of the project). Payment will only be made upon certification by the Client and receipt of corresponding funds by DecoFurn.

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4. Quality of Goods and Services

All goods and services supplied must conform to the specifications, quality standards, and conditions stated in this Purchase Order and be free from defects. DecoFurn reserves the right to reject non-conforming goods or services and require replacement or rectification at the Supplier’s cost.

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5. Inspection and Acceptance

DecoFurn reserves the right to inspect all goods and services at any time. Inspection, non-inspection, or acceptance does not waive any rights or relieve the Supplier from liability for defects, non-conformance, or breach of warranty.

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6. Warranties

The Supplier warrants that all goods and services are new, conform to specifications, are free from defects in design, material, and workmanship, and are fit for their intended purpose. These warranties shall survive inspection, acceptance, and payment for a minimum period of twelve (12) months, unless otherwise stated.

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7. Cancellation of Purchase Order

DecoFurn reserves the right to cancel this Purchase Order, in whole or in part, at any time by written notice to the Supplier. DecoFurn shall only be liable for goods or services satisfactorily delivered and accepted prior to the effective date of cancellation. No claims for loss of profits or indirect damages shall be entertained.

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8. Default and Right to Terminate

If the Supplier fails to deliver in accordance with the terms of this Purchase Order, DecoFurn may terminate this Purchase Order immediately. DecoFurn may procure similar goods/services elsewhere and recover additional costs from the Supplier.

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9. Delay and Liquidated Damages

Time is of the essence. In the event of delay, the Supplier shall pay DecoFurn liquidated and ascertained damages equal to ten percent (10%) of the total contract value, as a genuine pre-estimate of losses, and not as a penalty.

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10. Variations

No variation shall be valid unless authorized in writing by DecoFurn via a formal work order. Unauthorized changes shall not be binding on DecoFurn and shall not entitle the Supplier to any additional payment.

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11. Force Majeure

Neither party shall be liable for delay or failure to perform due to force majeure events beyond reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, labor disputes, or governmental actions. The affected party must notify the other promptly and make reasonable efforts to resume performance.

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12. Confidentiality

The Supplier shall treat all information provided by DecoFurn or its Client as strictly confidential and shall not disclose it to any third party without DecoFurn’s prior written consent. This obligation survives termination or completion of this Purchase Order.

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13. Indemnity

The Supplier shall indemnify and hold harmless DecoFurn, its directors, employees, and agents against any and all claims, losses, damages, or liabilities arising from:
(a) any breach of this Purchase Order;
(b) negligence or misconduct by the Supplier;
(c) infringement of intellectual property rights by goods/services supplied.

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14. Intellectual Property Rights

All intellectual property created for DecoFurn under this Purchase Order shall be the sole property of DecoFurn. The Supplier warrants that no goods or services provided infringe any third-party IP rights.

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15. Compliance with Laws

The Supplier shall comply with all applicable laws, regulations, and standards relating to labor, health, safety, environmental protection, and import/export regulations.

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16. Assignment and Subcontracting

The Supplier shall not assign or subcontract any part of this Purchase Order without prior written consent from DecoFurn. Unauthorized assignments shall be null and void.

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17. Severability

If any provision of this Purchase Order is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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18. Entire Agreement

This Purchase Order and any documents expressly incorporated herein constitute the entire agreement between the parties and supersede all prior understandings, negotiations, or agreements.

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19. Survival

Provisions concerning confidentiality, warranties, indemnity, intellectual property, and governing law shall survive the termination or completion of this Purchase Order.

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20. Governing Law and Jurisdiction

This Purchase Order shall be governed by the laws of the Republic of Singapore. Any dispute shall be submitted to the exclusive jurisdiction of the courts of Singapore.