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1. Definitions

“Archer”
Archer (S) Pte Ltd and its affiliates.
“Supplier”
The entity supplying Goods and/or Services.
“Goods”
All materials, equipment, hardware, software, and documentation.
“Services”
Installation, commissioning, consultancy, supervision, or other related services.
“PO”
The purchase order, including these Terms and Conditions and any attachments.
“Deliverables”
All Goods and Services supplied under the PO.

2. Applicability, Offer & Precedence

  • These Terms govern all POs issued by Archer. Supplier’s terms are expressly rejected unless agreed in writing by an authorised Archer signatory.
  • Supplier’s acknowledgement, shipment, mobilisation, performance, or invoicing shall constitute acceptance of these Terms.
  • Order of precedence: (i) any signed master/service agreement or special terms stated in the PO, (ii) line-item terms in the PO, (iii) these Terms, (iv) Supplier’s proposal, but only to the extent expressly incorporated into the PO.

3. Price, Taxes & Invoicing

  • Prices are firm, fixed, and inclusive of all costs (including packing, testing, insurance, delivery, duties, and taxes) unless the PO expressly provides otherwise. No surcharges or escalation shall apply without Archer’s prior written approval.
  • Invoices must reference the PO number, line items, delivery notes or timesheets, serial numbers, and acceptance documentation (where applicable).
  • Unless otherwise stated in the PO, payment shall be made sixty (60) days from receipt of a valid invoice. Archer may set off any sums owed to Supplier against any claims by Archer or its affiliates.
  • All amounts are deemed net of withholding tax; Supplier shall bear and pay any withholding such that Archer receives the full PO value.

4. Schedule, Delivery & Packaging

  • Time is of the essence. Supplier shall promptly notify Archer of any actual or anticipated delay and, at its sole cost, implement recovery measures acceptable to Archer.
  • Default delivery term is DAP (Delivered at Place) to the site designated by Archer (INCOTERMS® 2020), unless otherwise stated in the PO.
  • Packaging shall be suitable for export, moisture-resistant, and capable of withstanding rough handling. Hazardous materials shall be packaged in compliance with applicable regulations and accompanied by Safety Data Sheets.
  • Delivery documentation shall include PO number, item descriptions, quantities, serial/batch numbers, certificates, and country of origin.

5. Title & Risk

  • Risk shall remain with Supplier until delivery to, and written receipt by, Archer at the delivery point. For Services, risk shall remain with Supplier until Archer’s acceptance.
  • Title shall pass upon delivery and payment, unless the PO specifies earlier transfer (e.g., for paid off-site materials). Supplier shall keep Archer-paid items clearly identified, insured, and free from encumbrance.

6. Inspection, FAT/SAT & Acceptance

  • Archer, and where relevant its client, insurer, or regulator, may inspect or witness manufacturing, FAT/SAT, and site works. Supplier shall provide access, notice, and procedures without additional cost.
  • Neither inspection nor payment shall constitute acceptance. Archer may reject non-conforming Deliverables and require, at Supplier’s cost, repair, replacement, or re-performance, or procure substitutes at Supplier’s risk and expense.
  • Acceptance shall occur only upon Archer’s written confirmation or upon use of the Deliverables in commercial service without material defect for fourteen (14) days following delivery or commissioning, whichever is later.

7. Warranties

  • Goods shall be new, free from defects in design, material, and workmanship, and conform in all respects to the PO, specifications, and applicable standards. Services shall be performed with due professional skill and care.
  • The warranty period shall be the later of: (i) twenty-four (24) months from acceptance, or (ii) thirty (30) months from delivery. Longer manufacturer warranties shall pass through to Archer.
  • Remedies are cumulative. Supplier shall, at its cost, promptly repair, replace, or re-perform non-conforming Deliverables, including removal, reinstallation, transportation, customs clearance, and site labour. If Supplier fails to act promptly, Archer may remedy and recover costs.

8. Compliance & Product Safety

  • Supplier shall comply with all applicable laws, regulations, sanctions, export controls, labour and modern-slavery laws, health, safety, and environmental requirements, and all codes and standards referenced in the PO.
  • On request, Supplier shall provide certificates of conformity, test reports, approvals (UL/FM/CE), calibration records, material test certificates, and traceability to serial/batch level.
  • Supplier shall comply with applicable restrictions and reporting obligations (e.g., REACH, RoHS, POP, PFAS or local equivalents) and shall disclose restricted substances content on request.
  • For site works, Supplier shall comply with Archer’s site rules, obtain permits-to-work, conduct toolbox talks, and maintain good housekeeping. Archer may suspend unsafe or non-compliant work without liability.

9. Intellectual Property & Software

  • All intellectual property created specifically for Archer under the PO (“Foreground IP”) shall vest in Archer upon creation. Supplier retains ownership of background IP but grants Archer a perpetual, worldwide, royalty-free licence to use, modify, and sublicense such IP as required for the Deliverables.
  • Supplier grants Archer a perpetual, transferable licence (with sublicensing rights to operators, maintainers, and clients) to use all embedded and application software supplied with the Deliverables. No audit or use restrictions shall apply without Archer’s prior written consent.
  • For critical systems, Supplier shall, on request, implement source code escrow or deliver source/configuration artifacts sufficient for long-term support.

10. Confidentiality & Data Protection

  • Each party shall protect the other’s confidential information and use it solely for the purpose of performing the PO.
  • Supplier shall process personal data in compliance with applicable laws, including the Singapore PDPA, and shall ensure appropriate safeguards for cross-border transfers.

11. Subcontracting & Assignment

  • Supplier shall not assign or subcontract material obligations without Archer’s prior written consent and shall remain responsible for all acts and omissions of approved subcontractors.
  • Archer may assign the PO to its affiliates or project owners/financiers upon notice.

12. Indemnities & Insurance

  • Supplier shall indemnify, defend, and hold harmless Archer, its affiliates, and clients against all third-party claims, losses, fines, and costs arising out of: (i) personal injury or death, (ii) property or environmental damage, (iii) product liability or recall, (iv) intellectual property infringement, or (v) breach, negligence, or wilful misconduct by Supplier.
  • Supplier shall maintain the following minimum insurance, unless higher limits are specified in the PO:
  • a) Public/Product Liability: SGD 2,000,000 per occurrence
  • b) Employer’s Liability / Work Injury: statutory minimums
  • c) Professional Indemnity (where Services include design/advice): SGD 1,000,000 each claim, maintained for six (6) years post-completion
  • d) Contractor’s All Risks: where applicable to site works.

Certificates naming Archer as certificate holder shall be provided upon request.

13. Liquidated Damages, Delay & Performance Security

  • If the PO stipulates liquidated damages for delay, Supplier shall pay such damages as a genuine pre-estimate of loss, without prejudice to Archer’s other remedies.
  • Where required by the PO, Supplier shall furnish performance or warranty security in the form and amount stated.

14. Variations & Changes

No change to scope, specifications, schedule, or price shall be valid unless issued by Archer in writing. Archer may direct reasonable variations; any price or schedule adjustments shall be agreed in advance on an open-book, market-tested basis.

15. Records, Audit & Ethics

  • Supplier shall maintain accurate PO records for seven (7) years and shall permit Archer or its nominee to audit compliance, pricing, and quality upon reasonable notice.
  • Supplier shall maintain and enforce policies on anti-bribery, gifts, trade sanctions, and modern slavery. Breach of this obligation shall constitute a material breach.

16. Spares, Obsolescence & Support

  • Supplier shall ensure availability of spare parts for not less than ten (10) years from acceptance or shall propose form-fit-function successors.
  • Supplier shall provide at least twelve (12) months’ prior notice of obsolescence and cooperate with Archer on last-time buys or migration plans.

17. Tools, Moulds & Archer Property

All tools, dies, jigs, rigs, software keys, drawings, and data paid for or furnished by Archer are Archer’s property, held by Supplier as bailee, used only for the PO, properly maintained, and returned upon demand.

18. Rejection, Replacement & Recall

  • Archer may reject non-conforming Deliverables during the warranty period. Supplier shall promptly collect, repair, or replace such Deliverables at its cost.
  • In the event of a recall or field modification, Supplier shall manage and bear all associated costs, including notifications, logistics, and on-site works.

19. Termination & Suspension

  • Archer may terminate the PO immediately for Supplier’s breach (including insolvency, sanctions issues, HSE breaches, or bribery), if not cured within seven (7) days, or immediately where non-curable.
  • Archer may terminate for convenience by written notice. Archer shall pay for conforming Deliverables received and for reasonable, pre-authorised direct costs incurred up to termination, but not for lost profits or consequential damages.
  • Archer may suspend performance at any time; Supplier shall mitigate costs during suspension.

20. Export Controls, Sanctions & Trade

Supplier warrants that neither the Deliverables nor the parties are subject to applicable sanctions or export restrictions (including Singapore, UN, US, EU, and UK regimes). Supplier shall obtain all required licences and provide classification data (HS code, ECCN) upon request.

21. Publicity & Use of Name

Supplier shall not publicise the PO, use Archer’s name or logo, or reference Archer without prior written consent.

22. Notices

Formal notices shall be sent to the addresses or emails specified in the PO and shall take effect upon receipt. Email notices shall be effective when sent without bounce during recipient business hours.

23. Governing Law & Dispute Resolution

This PO shall be governed by Singapore law. Any dispute shall be resolved by arbitration under the SIAC Rules, seated in Singapore, in the English language, before a sole arbitrator. Either party may seek urgent injunctive relief in any competent court.

24. Miscellaneous

  • Severability: Any unenforceable provision shall be severed without affecting the remainder.
  • Waiver: A failure or delay in enforcement shall not constitute a waiver.
  • Entire Agreement: The PO and these Terms constitute the entire agreement. Amendments must be in writing and signed.
  • Survival: Clauses concerning IP, confidentiality, indemnities, warranty, insurance, governing law, and records shall survive termination or expiry.
  • Counterparts/E-signatures: The PO may be executed in counterparts and by electronic signature, each of which shall be binding.