General Terms and Conditions
PLEASE READ THIS DOCUMENT CAREFULLY. YOU HAVE AGREED TO THE TERMS OF THIS AGREEMENT BEFORE PROCEEDING TO CONFIRM THE ORDER.
1. Definitions & Interpretation
1.1 In this Agreement:
“Agreement” means the Booking Form and these Standard Terms & Conditions, as may from time to time be amended and/or updated at the sole and entire discretion of the Olive 3
“Booking” means an order made by the Client for the provision of the Services and the purchase of the Goods
“Booking Form” means the electronic or hard copy of the form filled up by the Client or under its control stating the nature of the Goods and/or Services required by the Client for each Booking
“Client” means the person(s) who accepts Olive 3’s quotation or whose order for the Goods and/or Services is accepted by the Olive 3
“Goods” means the goods to be supplied by the Olive 3 in accordance with a Booking
“Olive 3” means The Olive 3 Pte Ltd
“Price” means the price of the Goods and/or Services under a Booking, but excludes any Goods and Services Tax (“GST”) properly due and payable in accordance with the Goods & Services Tax Act which, where applicable, may be charged in addition by the Olive 3 to the Client
“Services” means the services relating to delivery of the Goods; the literary, dramatic, artistic or musical performances provided; and other services to be supplied by the Olive 3 in accordance with this Agreement
1.2 In this Agreement:
1.2.1 Clause headings are inserted for convenience of reference only and shall not affect the interpretation of this Agreement;
1.2.2 References to Clauses and Schedules are to be construed as references to the clauses of and schedules to this Agreement;
1.2.3 Words importing the plural shall, except where the context otherwise requires, include the singular and vice versa;
1.2.4 ‘includes’ and ‘including’ shall mean including without limitation;
1.2.5 reference to a statute or any of its provisions is to be construed as a reference to that statute or statutory instrument or such provision as from time to time amended or re-enacted;
1.2.6 References to the masculine gender shall include the feminine or neuter genders and vice versa; and
1.2.7 References to persons shall be construed as references to an individual, firm, company, body corporate, statutory board, government body, incorporated body of persons, association or trust as the context may require.
2. Basis of Sale of Goods & Services
2.1 The Olive 3 shall provide and the Client shall purchase the Goods and/or Services (depending on the nature of the Booking) subject to this Agreement, which shall govern the parties in relation to the Booking, to the exclusion of any other terms and conditions. No variation to this Agreement shall be binding unless it is expressly accepted by a Director of the Olive 3 in writing.
2.2 The Olive 3’s employees, agents, workmen and contractors are not authorised to make any representations concerning any Goods and Services other than the representations contained herein. In entering into this Agreement the Client acknowledges that it does not rely on any representations not contained herein.
2.3 Any advice or recommendation given by the Olive 3 or its employees, agents, workmen and contractors to the Client or its employees or agents as to the manner of storage, delivery, application, use, operation and/or maintenance or performance of the Goods and/or Services which is not confirmed in writing by the Olive 3 shall be relied on or followed or acted upon entirely at the Client’s own risk and the Olive 3 shall not be liable for any such advice or recommendation.
2.4 Unless otherwise stated:
2.4.1 all Prices charged are valid only on the date of acceptance of the Booking from the Client;
2.4.2 all Prices charged are exclusive of taxes, including GST, which, where applicable, may be charged in addition to the Client;
2.4.3 all Goods and Services are offered for sale by the Olive 3 only where deliveries are contemplated to be made to recipients within Singapore.
2.5 The Olive 3 reserves the right at any time prior to delivery of the Goods and/or performance of the Services to adjust the Price payable under the Booking to take into account any increase in the cost of raw materials, labour or services, taxes or duties or any currency fluctuations affecting the cost of imported materials provided that the Client shall be informed of the same prior to delivery of the Goods and/or performance of the Services.
2.6 In cases where full payment is not made by the Client prior to delivery of the Goods and/or performance of the Services, the Olive 3 reserves the right at any time at its discretion to demand security for payment before continuing with or delivering on any Booking.
3. Orders and Specifications
3.1 No Booking submitted by the Client shall be deemed to be accepted by the Olive 3 unless confirmed in writing by the Olive 3. The quantity, quality and description of and any specification for the Goods and/or Services shall, as far as may be reasonably possible by the Olive 3, and subject to Clause 3.2, be those set out in the Booking Form confirmed by the Olive 3.
3.2 Notwithstanding any prior acceptance or commitment on the part of the Olive 3, the Olive 3 reserves the right to make any changes in the specification of the Goods and/or Services provided under any Booking at its discretion to conform with any applicable safety or statutory requirements, rules and regulations or to effect any improvement or to overcome difficulties in obtaining supplies provided that such changes do not materially affect the quality or performance of the Goods and/or Services. The Client also acknowledges that if the Goods include flowers or other botanical matter, the quality of these are subject to influences of nature beyond the Olive 3’s control.
3.3 No Booking which has been confirmed by the Olive 3 in accordance with Clause 3.1 may be cancelled by the Client except with the agreement in writing of the Olive 3 and then only on terms that the Client shall indemnify the Olive 3 in full against all loss (including loss of profit), costs (including the costs of all labour and materials used), liabilities, damages, charges and expenses incurred by the Olive 3 as a result.
4. Price of Goods and Services
4.1 The Price of the Goods and/or Services shall be at the Price or such other price as may be provided in writing.
4.2 Any GST shall be borne by the Client and paid to the Olive 3 together with the Price.
5. Terms of Payment
5.1 The Olive 3 shall be entitled to invoice the Client for the Price of the Goods and/or Services and GST before, on or at any time after delivery of the Goods and/or Services, depending on the agreement reached between the parties.
5.2 The Client shall pay the Price of the Goods and/or Services together with any applicable GST without any deduction in the manner as stipulated by the Olive 3, and the Olive 3 shall be entitled to recover the amount invoiced, notwithstanding that delivery may not have taken place and/or the title to and property in the Goods have not passed to the Client under this Agreement. The stipulated time for payment of the Price shall be of the essence to this Agreement.
5.3. The Olive 3 shall be entitled to charge the Client interest (both before and after judgment) on any amount due and unpaid, at the rate of Four Per Cent (4%) per annum above the Development Bank of Singapore’s prime rate prevailing from time to time until payment in full is made.
5.4 The Client shall not withhold payment by reason of any right of set-off or counterclaim which the Client may have or for any reason whatsoever.
The Olive 3 shall have a general lien on all goods of the Client which are in the Olive 3’s possession (including goods of the Client which have been paid for) for any unpaid Price under this Agreement.
7.1 All Goods and Services for delivery under each Booking shall be delivered to the Client’s address or, if different, as specified on the Booking Form (the “Delivery Address”).
7.2 The Price includes delivery of Goods to and/or the performance of the Services at the Delivery Address. However any cost of any further or special requests for delivery, packing and insurance, etc. may be charged to the Client.
7.3 The Olive 3 shall not be liable for any loss whatsoever or howsoever arising caused by delivery of the Goods and/or Services at the Delivery Address in accordance with the Client’s requests; and shall further not be liable for any loss whatsoever or howsoever arising caused by non-delivery due to circumstances beyond its direct or indirect control. For the avoidance of doubt, the Olive 3 shall only be obliged to use reasonable endeavours in making delivery of the Goods and Services and any failure to effect delivery due wholly or partly to causes beyond the Olive 3’s control shall not give rise to any claim for the Price or for any other sums on the part of the Client.
7.4 The Olive 3 reserves the right to make delivery by installments and to tender a separate invoice in respect of each installment.
7.5 The Olive 3 shall use reasonable endeavours to ensure that the Goods and Services delivered confirm materially to that as stated in the Booking Form. However, deviations in the quantity and quality of the Goods and Services delivered from that stated in the Booking Form shall not give the Client any right to reject the Goods and/or Services or to claim damages and the Client shall be obliged to accept and pay the Price for the Goods and Services delivered.
7.6 Any times agreed for delivery of the Goods and/or Services are approximate only and the Olive 3 shall not be liable for any delay in delivery howsoever caused. Time for delivery shall not be of the essence. The Goods and/or Services may be delivered by the Olive 3 in advance of the quoted delivery date upon giving reasonable notice to the Client.
7.7 Where the Goods and/or Services under a Booking are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Olive 3 to deliver any one or more of the installments in accordance with this Agreement or any claim by the Client in respect of any one or more installments shall not entitle the Client to treat the Agreement as a whole or any other agreement for the sale and purchase of any of the Goods and/or Services as repudiated.
8. Risk and the Passing of Property
8.1 Risk of damage to or loss of the Goods under any Booking shall pass to the Client:
8.1.1 in the case of Goods to be delivered at the Olive 3’s premises, at the time when the Olive 3 notifies the Client that the Goods are available for collection; or
8.1.2 in the case of Goods to be delivered otherwise than at the Olive 3’s premises, at the time of delivery or, if the Client wrongfully fails to take delivery, the time when the Olive 3 notifies the Client that it is willing and able to tender delivery.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of this Agreement, the title to and the property in the Goods shall not pass to the Client until the Olive 3 has received payment in full of the Price of the Goods, GST and any other amounts due from the Client to the Olive 3 pursuant to this Agreement.
8.3 Until the title to and the property in the Goods pass to the Client, the Client or its agent (for the purposes of this Agreement any recipient named under any Booking Form shall be deemed an agent of the Client) shall hold the Goods as the Olive 3’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Client (or its agent) and third parties, properly stored, protected, insured and identified as the Olive 3’s property. The Client shall use its best endeavours to keep the Goods free from distress, execution or any other legal process levied against the Client, its agent or any other person and shall immediately inform the Olive 3 in the event that any distress, execution or any other legal process is or may be levied or attempted to be levied against the Goods.
8.4 The Client and its agent shall not resell or otherwise dispose of the Goods until the title to and the property in the Goods passes to the Client from the Olive 3. In the event that the Client resells or otherwise disposes of the Goods in breach of the foregoing, the Client shall be deemed to be acting on its own behalf and as a principal and has no right or power to commit the Olive 3 to any contractual relationship or liability vis á vis the purchaser or any third party. Until the title to and the property in the Goods pass from the Olive 3, the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Olive 3 and shall not be mixed with other money or paid into any bank account of the Client and shall be at all material times identified as belonging to the Olive 3.
8.5 Until such time as the title to and the property in the Goods pass to the Client (and provided the Goods are still in existence and have not been resold), the Olive 3 shall be entitled at any time to demand that the Client deliver up the Goods to the Olive 3 and, if the Client fails to do so forthwith, to enter upon any premises owned occupied or controlled by the Client or a third party where the Goods are situated and repossess the Goods. Where the Goods are situated on the premises of a third party, the Client shall use reasonable efforts to secure access to such premises so that the Olive 3 may lawfully enter therein and repossess the Goods. On making such demand, the rights of the Client to resell or use the Goods under Clause 8.4 shall cease immediately.
8.6 The Client shall not be entitled to pledge, mortgage or charge or create any form of security interest or encumbrance over or in respect of any of the Goods which remain the property of the Olive 3, but if the Client does so, all moneys owing by the Client to the Olive 3 shall (without prejudice to any other right or remedy of the Olive 3) forthwith become due and payable.
9. Surprise Deliveries and Performances
9.1 If so stated in the Booking Form, the Olive 3 shall procure the performance by its employees, agents, workmen and contractors of artistic, musical, dramatic or other performances as part of the Services at such premises of the recipient as may be stated in the Booking Form, or if no premises are described in the Booking Form, then at such premises of the Client in Singapore (“the relevant premises”).
9.2 The Client shall: (a) ensure that the Olive 3 and the Olive 3’s employees, agents, workmen and contractors (“Authorised Personnel”) shall have access to the relevant premises upon reasonable notice to implement and carry out the Services; (b) ensure that the state and condition and circumstances of the relevant premises are suitable for the performance of the Services; (c) provide all assistance and co-operate fully in order that the Olive 3 and its Authorised Personnel may properly and effectively perform and discharge its obligations under this Agreement; (d) promptly comply with any reasonable request that may from time to time be made by the Olive 3 and/or its Authorised Personnel with respect to any instructions, information and data that the Olive 3 may require to properly and effectively perform and discharge its obligations under this Agreement.
9.3 The Client warrants that the relevant premises are owned by the Client or that the Client has and will have authority to allow the Olive 3 to enter the relevant premises for purposes of carrying out all other Services contemplated under the Booking Form and/or other parts of this Agreement. The Olive 3 is entitled to assume that the Client’s warranties under this Clause 9 are true and accurate and in place.
9.4 The Price is calculated based upon the Olive 3 carrying out its Services during normal working hours, and suitable working conditions and other requirements of the Olive 3 with respect to performing the Services, including unhindered access to the areas where the Services are to be performed. In the event that any part of the Services are to be performed outside of normal working hours and/or suitable working conditions or such other requirements are not provided to the Olive 3, the Client shall be liable to pay additional charges to the Olive 3.
9.5 The Olive 3 shall not be liable or in any way responsible to the Client or any person for any injury; or damage to any part of any premises; or any disruption to any business or other activity being carried out at any premises arising from the performance by the Olive 3 of the Services agreed to be provided under this Agreement. The Client shall indemnify the Olive 3 against any action, claim or proceeding threatened or brought against the Olive 3 in respect of or arising from any damage injury or disruption as aforesaid. The Client acknowledges that the Olive 3’s performance of the Services contemplated under this Agreement may, in any case, cause a temporary disruption in the business or other activities being carried out at the relevant premises, and agrees that the Olive 3 shall not be in any way liable for such disruption.
9.6 The Olive 3 shall be entitled to and shall solely and exclusively own all rights results and proceeds thereof in perpetuity (including but not limited to all rights throughout the world of copyright, trade mark, patent, production, manufacture, recordation, reproduction, transcription, performance, broadcast and exhibition of any medium or method now known or hereafter devised), of the Services and of recordings, if any, made by the Olive 3 of the performance of the Services. The Client warrants that the Olive 3 has the right to use the names, sobriquets, photographs, likenesses, voices, caricatures, pictures and silhouettes of any and all persons appearing in recordings made by the Olive 3 of the Services for archival purposes and for the purposes of promotion of the Olive 3’s business.
10. Warranties and Liability
10.1 All warranties, conditions or other terms implied by statute or common law as to conformance with description, specifications, fitness and/or satisfactory quality or otherwise with respect to the Goods and Services are excluded to the fullest extent permitted by law.
10.2 The Olive 3 shall not be liable to the Client by reason of any representation or any implied warranty, condition or other term, or any duty at common law or under any relevant legislation, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Olive 3, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods and/or Services or their application, use, operation or maintenance or resale by the Client or its agent.
10.3 Notwithstanding anything to the contrary herein contained, the entire liability of the Olive 3 under or in connection with the Contract for any matter whatsoever shall not in any event exceed the Price of the Goods and/or Services.
10.4 The Olive 3 shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Olive 3’s obligations in relation to the Goods and/or Services, if the delay or failure was due to any event (including in the case of a non-natural event, one which is actual or threatened and whether or not eventually successful) which is beyond the Olive 3’s reasonable control, whether foreseen or unforeseen at the time of the execution of the Contract, and which prevents or interferes with, or renders illegal, dangerous or unsafe, the Olive 3’s performance or timely performance of any of the Olive 3’s obligations under this Agreement.
11. Indemnity of the Olive 3
The Client undertakes to indemnify and at all times hereafter to keep the Olive 3 (together with its officers, employees, servants and agents) indemnified, against any and all losses, damages, actions, proceedings, costs, claims, demands, liabilities (including full legal costs on a solicitor and own client basis) which may be suffered or incurred by the Olive 3 or asserted against the Olive 3 by any person, firm or entity (including by the Client, its officers, employees, servants and agents) whatsoever, in respect of personal injury or death or damage or loss to property (movable or immovable) or any matter or event whatsoever arising out of, in the course of, by reason of or in respect of (a) any breach of this Agreement by the Client and/or its officers, employees, servants or agents; or (b) any breach of duties (including statutory duties), or any wilful act or conduct, or any negligent act or omission, or any other wrongful act or omission, by the Client and/or its officers, employees, servants or agents; or (c) any other matter arising out of the implementation of this Agreement, save where the same is attributable to any breach of contract, or any wilful act or default or gross negligence of the Olive 3, or where death or personal injury results from the negligence of the Olive 3.
12. Default of Client
In the event that the Client fails to make any or full payment of the Price on the due date then, without prejudice to any other right or remedy available to the Olive 3, the Olive 3 shall be entitled to rescind this Agreement or in the case where the Goods and/or Services are to be delivered in installments, suspend any further deliveries under this Agreement without any liability to the Client. If the Goods and/or Services have been delivered but not paid for, then (at the option of the Olive 3), the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and the Olive 3 may appropriate any payment made by the Client to such of the Goods and/or Services or the goods and/or services supplied under any other contract between the Client and the Olive 3 as the Olive 3 may think fit; or the Olive 3 may enter upon the premises of the Client or any third party where Goods are situated or where they are reasonably thought to be situated and repossess the Goods. Where the Goods are situated on the premises of the Client, the Client shall provide access to such premises at such times and on such dates as may be stated by the Olive 3 so that the Olive 3 may lawfully enter therein and repossess the Goods. Where the Goods are situated on the premises of a third party, the Client shall use best efforts to secure access to such premises at such times and on such dates as may be stated by the Olive 3 so that the Olive 3 may lawfully enter therein and repossess the Goods.
13.1 This Agreement is personal to the Client and is not capable of being assigned or otherwise transferred without the Olive 3’s written consent, but the Olive 3 may assign or sub-contract all or any part of its rights and obligations under this Agreement and the Client shall be deemed to have consented to such assignment or sub-contract.
13.2 Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the other party giving the notice.
13.3 No waiver by the Olive 3 of any breach of this Agreement by the Client shall be considered as waiver of any subsequent breach of the same or any other provision.
13.4 If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected.
13.5 This Agreement contains the entire agreement between the parties and supercedes and cancels any previous understandings, commitments, agreements or representations, whatsoever, whether oral or written, expressed or implied in relation to contents hereof.
13.6 Save for the parties specifically mentioned in this Agreement any person or party who is not a party to this Agreement whether or not any benefit is conferred or purported to be conferred on him directly or indirectly has no right under the Contracts (Rights of Third Parties) Act to enforce any term of this Agreement.
13.7 This Agreement shall be governed by, and construed in accordance with the laws of Singapore and the Client agrees to submit to the non-exclusive jurisdiction of the Singapore courts.