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) written 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 notified to DecoFurn in writing within three (3) calendar days from the issuance date. Failing which, the Supplier shall be deemed to have fully and unconditionally accepted all terms and conditions herein.

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3. Invoices

All invoices must be submitted to monicang@deco.sg. Invoices sent to any other email address will not be processed. Each invoice must:

• Clearly state the Purchase Order (PO) number;

• Have a copy of the PO attached; and

• Be supported by the relevant Delivery Order (DO) or service report, duly signed by the site-in-charge.

Incomplete or non-compliant invoices may be rejected.

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4. Payment Terms

Unless otherwise agreed in writing, payment shall be made for work properly completed and certified, in accordance with the agreed payment terms. Upon such certification, DecoFurn shall process payment within the agreed payment period.

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5. Quality of Goods and Services

All goods and services supplied shall strictly conform to the specifications, quality standards, and conditions stated in this Purchase Order and shall 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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6. Inspection and Acceptance

DecoFurn reserves the right to inspect all goods and services at any reasonable time. Inspection, non-inspection, or acceptance shall not relieve the Supplier of its obligations or liabilities for defects, non-conformance, or breach of warranty.

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7. 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 in writing.

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8. Cancellation of Purchase Order

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

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9. Default and Right to Terminate

If the Supplier fails to perform in accordance with the terms of this Purchase Order, DecoFurn may terminate this Purchase Order immediately by written notice. DecoFurn may procure similar goods or services from alternative sources, and any additional costs reasonably incurred shall be recoverable from the Supplier.

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10. Delay and Liquidated Damages

Time is of the essence. In the event of delay attributable to the Supplier, the Supplier shall be liable for liquidated damages at a rate of five percent (5%) of the Purchase Order value per week of delay, subject to a maximum cap of ten percent (10%) of the total Purchase Order value, as a genuine pre-estimate of losses and not as a penalty.

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11. Variations

No variation shall be valid unless authorised in writing by DecoFurn through a formal work order. Unauthorised variations shall not be binding on DecoFurn and shall not entitle the Supplier to any additional payment.

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12. Force Majeure

Neither party shall be liable for delay or failure to perform due to events beyond reasonable control, including but not limited to acts of God, war, terrorism, pandemics, labour disputes, or governmental actions. The affected party shall notify the other promptly and use reasonable efforts to resume performance.

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13. Confidentiality

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

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14. Indemnity

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

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15. Intellectual Property Rights

All intellectual property created under this Purchase Order shall vest exclusively in DecoFurn. The Supplier warrants that the goods and services supplied do not infringe any third-party intellectual property rights.

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16. Compliance with Laws

The Supplier shall comply with all applicable laws, regulations, and standards, including those relating to labour, health, safety, and environmental protection.

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17. Assignment and Subcontracting

The Supplier shall not assign or subcontract any part of this Purchase Order without DecoFurn’s prior written consent. Any approved subcontracting shall not relieve the Supplier of its obligations or liabilities under this Purchase Order.

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18. Severability

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

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19. Entire Agreement

This Purchase Order constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, or agreements relating to its subject matter.

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20. Survival

Clauses relating to confidentiality, warranties, indemnity, intellectual property rights, and governing law shall survive termination or completion of this Purchase Order.

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21. Governing Law and Jurisdiction

This Purchase Order shall be governed by and construed in accordance with the laws of the Republic of Singapore. The parties submit to the exclusive jurisdiction of the courts of Singapore.