Customer Account Terms and Conditions

1. AcuMed Medical Pte Ltd (“AMPL”) reserves the right to revise its rates. All rates are subjected to prevailing GST. Final pricing will be confirmed at the time of order placement.

2. You shall be fully responsible for all charges incurred by products and services provided to you. All invoices must be settled (i) within 30 days thereof if a successful GIRO payment arrangement with AMPL has been in place or (ii) within the stipulated days in the invoice thereof for all other modes of payment. Any additional sums required to be paid pursuant to applicable laws, government mandates, regulatory requirements, or administrative charges shall be borne solely by you. AMPL reserves the right to issue at any time a further or revised invoice in the event that it discovers any inaccurate charges thereon. AMPL may, at its discretion, at any time as it deems appropriate, set off any outstanding charges and any amounts due under your account against any excess amounts owing to you or any excess amounts received by AMPL from you.  

3. If you have opted to pay our invoices through GIRO, AMPL shall deduct the charges on the invoice within the seven (7) days after the date the invoice is due. If AMPL is unable to make the deduction or settlement with your bank, AMPL will not be liable to you in any way and you must make payment for outstanding amounts in cash, cheque or bank draft immediately together with any administrative fees chargeable as notified by AMPL for the failed transaction.

4. AMPL reserves the right to charge you interest for late payments from the outstanding amount on the invoice at 1.5% per month from the date the outstanding amount was due and payable and calculated on a daily basis or at such other rates as AMPL may prescribe from time to time. If you are late in paying or do not pay an invoice issued to you by AMPL, AMPL reserves the right, at its discretion, to suspend, restrict or terminate any or all of the products, services, and accounts that AMPL provides to you and your related entities, and shall charge you administrative fees and/or interest for late payments set out above. AMPL shall not be liable for any damages, losses, costs, or expenses incurred or suffered by you or your related entities in the event of such suspension, restriction or termination. In addition, AMPL reserves the right, at its discretion, to require you to pay on demand all sums due under any accounts you or your related entities have with AMPL. If AMPL claims against you for failing to pay any invoice on time or at all, you shall be liable for all the legal, administrative and other costs AMPL incurs in respect of all such claims.

5. If you wish to dispute any amount in your invoice from AMPL, you shall raise your queries to AMPL in writing within two (2) months from the date the invoice is issued, failing which, the charges in the invoice shall be deemed to be fully agreed by you, and you shall be liable to pay the same. Once you have made payment for any invoice, there shall be a two (2) – month window wherein you may claim from AMPL any excess payment made to AMPL, subject to AMPL’s approval and consent which shall not be unreasonably withheld. An administrative charge payable by you may be imposed for retrieving any record in relation to the disputed charge. Upon due consideration of your grounds for disputing the invoiced amount together with the review of any documents provided in support of the dispute, AMPL shall have the sole and absolute discretion to determine the dispute or to refer the matter for dispute resolution. Should the dispute be resolved in AMPL’s favour, you shall pay any outstanding invoiced amount in full immediately together with any interest for late payments payable, subject to any binding awards or court orders made. In such cases, AMPL reserves the right to also claim from you any legal costs and expenses incurred by AMPL on a full indemnity basis.

6. This contract shall remain in effect until terminated by either party. Notwithstanding anything else, this contract may be terminated:

• by AMPL forthwith on giving notice in writing to you if you fail to pay any sum due; or
• by either party, on giving seven (7) days’ notice in writing to the other party; or
• by either party forthwith on giving notice in writing to the other if the other party shall have a receiver or judicial manager appointed over any part of its undertaking or assets or shall pass a resolution for winding-up or a court of competent jurisdiction shall make an order to that effect or if the other party shall become subject to a judicial management order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business.

Upon termination of this contract, you shall pay AMPL for all rendered products, services, and related expenses incurred by AMPL prior and up to the effective date of termination. You shall also remain liable for sums due before the date of such termination but not paid. Any termination of this contract under this clause shall be without prejudice to any other rights and remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

7. You shall also ensure that all your staff fully abides by all procedures and instructions which AMPL may notify to you from time to time.

8. You shall also be fully responsible for establishing, informing, and instructing your staff on your company’s processes, policies, and rules, which shall adhere to all industry best practices and applicable rules and regulations.

9. You shall inform AMPL in writing (e-mail or letter), the identity of the authorised personnel whom AMPL shall take instructions. All instructions and approvals from the authorised personnel shall be effective and binding on you.

10. A minimum order value of SGD 200 (before GST) shall apply per invoice per delivery location. Deliveries will be carried out Monday to Friday, between 0900H and 1700H, excluding weekends and Public Holidays, and will only be made to locations approved by the Health Products Act and/or any other applicable rules and regulations.

11. All supply of products and services shall be subject to availability. AMPL shall be entitled to change or substitute such products or services with alternatives, as determined by AMPL in its sole and absolute discretion. AMPL shall also reserve the right to withhold any products and services in its absolute discretion.

12. All monies paid to AMPL for products and services are not refundable, and all products and services supplied are not returnable or exchangeable.

13. In compliance with the Health Products Act, any delivery orders must be signed by an authorised personnel. Acknowledgement of any delivery order is an official confirmation that all products have been inspected and that the quality, quantity, and expiry of the products have been accepted. Any discrepancies or damages shall be immediately reported at the time of delivery. The subsequent transportation, storage, handling, disposition of all products shall adhere to the product-specific requirements as per industry best practices, and all applicable laws and regulations.

14. No claim for damage or any other remedy shall arise out of any breach of this contract or failure to perform any obligations under this contract if such breach or failure is caused by an act of God, civil commotion, riots, lockouts, compliance by any party with any law, intervention or action by any governmental authority or any event outside the reasonable control of that party in question.

15. All products and services supplied are intended strictly for your internal use only. The products and services shall not, under any circumstances, be resold, transferred, or otherwise distributed to any third party without AMPL’s prior written authorization. You agree not to disclose to any third parties concerning any matters related to AMPL, AMPL’s services, officers and employees, and/or this contract without first raising such queries or issues with AMPL.

16. AMPL does not warranty the quality, safety, or efficacy of the products and services. The product manufacturers are solely responsible for the quality, safety, efficacy or any issues related to the products, including but not limited to any defects, damages or non-compliance with specifications.

17. AMPL assumes no liability or responsibility for the acts of third parties, and for any of the acts, defaults, non-delivery, and/or non-performance of AMPL’s officers, employees, and contractors.

18. Except in the case of death or personal injury caused by the gross negligence of AMPL, its officers, employees and contractors, you agree to indemnify and hold AMPL harmless to the maximum extent permissible by law in respect of all costs, claims, demands and expenses to which AMPL is subject to as a result of acts by your staff and/or loss and/or injury suffered by your staff or customers.

19. AMPL’s liability under or in connection with this contract, whether arising in contract, tort, negligence, breach of statutory duty or otherwise, shall in any case not exceed the sum of the total charges which you incurred in the one (1) month immediately preceding the incident which gave rise to such liability, or the sum of the total charges which you incurred under the last two (2) bills from AMPL immediately preceding the incident which gave rise to such liability, whichever is lower.

20. This contract sets out the entire agreement and understanding between the parties and supersedes all prior agreements, written or oral between the parties. No party has agreed to the contents of this contract in reliance upon any representation, warranty or undertaking of any other party which is not set out or referred to in this contract. AMPL reserves the right to vary the terms of this contract by providing an updated version on its website (www.acumed.com.sg) (“Website”), and you shall have the right to request for an updated copy of the contract as varied. In the event of any variation of the terms of these Customer Account Terms & Conditions, any continued use of AMPL’s services by you will be deemed to be acceptance of the same. You agree that it is your responsibility to keep yourself updated with the current version of the terms of this contract and that you are responsible for reviewing the information and these Customer Account Terms & Conditions as may be posted from time to time on AMPL’s Website.

21. You agree to keep confidential the terms of these Customer Account Terms & Conditions, and any and all information that you may acquire in relation to the appointment of, provision of products and services by AMPL. You shall not use the information for any purpose other than to perform your obligations under this contract. You shall ensure that your staff complies with the provisions of this clause. The obligations set out in this clause shall not apply to any information (i) which is publicly available or becomes publicly available through no act or omission of yours; and (ii) which you are required to disclose by order of a court of competent jurisdiction. The provisions of this clause shall survive any termination of this contract for a period of three (3) years from termination.

22. Any notice or communication under or in connection with this contract shall be in writing and shall be delivered personally, or by post, e-mail or facsimile to such address as the recipient may have notified to the other party. Proof of posting or dispatch of any notice or communication to a party shall be deemed to be proof of receipt:

• in the case of a letter posted in Singapore, on the third working day after posting to the registered address of the recipient;
• in the case of facsimile, when confirmed by an activity report indicating that the correct number of pages was sent to the correct facsimile number and that such facsimile message was well-received; and
• in the case of e-mail, where such e-mail has actually been received by a person designated by the recipient to receive such message and such message is in a format readily decipherable by the recipient’s message or information system.

23. The performance of your obligations hereunder shall not be assigned, delegated or otherwise transferred to a third party without AMPL’s express consent in writing. AMPL reserves the right to assign any part of the work to be performed under this contract to a qualified third party.

24. No waiver expressed or implied by AMPL of any breach shall be construed as a waiver of any other breaches of the same or any other conditions, stipulations or agreements and shall not prejudice in any way the rights, powers and remedies of AMPL.

25. If any provision of this contract is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this contract and rendered ineffective as far as possible without modifying the remaining provisions of the contract, and shall not in any way affect any other circumstances of or the validity or enforcement of this contract.

26. This contract is governed by and shall be construed in accordance with the Laws of the Republic of Singapore.

27. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall first be submitted to the Singapore Mediation Centre for mediation, and in that regard the parties hereto agree:

• to abide by the provisions of the Singapore Mediation Centre’s Mediation Procedure and the annexures thereto, the terms and process of mediation, including all chargeable fees, will be governed by the said provisions; and
• to abide by any settlement and to affect the terms thereof reached through such mediation.

28. In the event any dispute amongst the parties cannot be resolved or settled through mediation as set out above, the dispute shall be then referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference into these clauses. The tribunal shall consist of 1 arbitrator to be appointed by the Chairman of the Singapore International Arbitration Centre and the official language of the arbitration shall be English.

29. Clauses 27 and 28 shall not apply in respect of any claims by AMPL for payment due and AMPL is entitled to institute any action or proceeding at law or in equity for such claims.