01Application and priority
These terms form part of each quotation issued by Oshiana Pte. Ltd. (UEN 201813072K) (Oshiana) to the customer named in it (Client).
Priority is: (a) later variations expressly agreed in writing by both parties; (b) project-specific quotation terms; (c) these terms. Client purchase order terms apply only where expressly accepted in writing by Oshiana. A purchase order or instruction to proceed constitutes acceptance only where it accepts the quotation without conflicting conditions; conflicting conditions must be resolved in writing before work starts.
02Validity, price and taxes
The quotation expiry date governs; if none is stated, validity is seven calendar days from issue. Currency is as quoted. GST and other applicable taxes are additional unless expressly included. Prices rely on the stated scope and information available at quotation. Any proposed adjustment for changed assumptions requires written agreement before the affected work proceeds.
03Payment
Payment milestones and due dates are as quoted. If omitted, invoices are due within 30 calendar days of issue. Client shall notify Oshiana promptly of a genuine invoice dispute, with reasons, and pay undisputed amounts when due. Client bears its bank and transfer charges. Where expressly agreed, advance payment is required before mobilization, procurement or release of deliverables. Payment is not conditional on the Client receiving payment from another party.
04Scheduling and Client information
The Client shall provide accurate and complete information, instructions and documents reasonably required for the agreed work, together with timely decisions and approvals. Oshiana may reasonably rely on the information supplied but shall notify the Client of apparent discrepancies identified during execution.
Unless expressly agreed otherwise in writing, schedules are estimates. Commencement is subject to acceptance of the quotation, receipt of required advance payments, personnel and equipment availability, necessary information and access. Delays in these requirements may result in a revised schedule and additional charges where provided for in the quotation or agreed in writing.
05Scope of Work and Deliverables
The scope of work, quantities, deliverables, exclusions and technical requirements shall be as expressly stated in the relevant quotation and any subsequent variations agreed in writing. No additional services, goods or deliverables are included unless expressly agreed.
06Site Access and Safety
Where work requires attendance at a site or other premises, the Client shall arrange the access, permissions and site preparations identified as its responsibility in the quotation and disclose known hazards relevant to the work. Oshiana may suspend work where conditions are unsafe or unlawful. Resulting changes to the schedule and any applicable additional charges shall be addressed in accordance with the quotation or agreed in writing.
07Performance and Approvals
Oshiana shall perform the agreed work with reasonable skill and care and in accordance with the expressly agreed requirements. The Client shall provide and confirm the information, specifications and approvals reasonably required for execution. Where approval stages are specified in the quotation, the affected work shall proceed only after the required written approval. Third-party submissions, approvals, certifications and associated fees are included only where expressly stated in the quotation. Client approval does not relieve Oshiana of responsibility for its own errors or failure to meet the agreed scope.
08Changes and Additional Work
Changes to the agreed scope, requirements, quantities, programme or deliverables shall be subject to written agreement on the associated charges and schedule before the affected work proceeds. Email confirmation by authorized representatives shall constitute written agreement.
09Delivery, review and corrections
Delivery or completion shall be determined by the delivery method, completion criteria and any acceptance procedure stated in the quotation. Where deliverables are supplied electronically, submission to the agreed email address or notified download location constitutes delivery.
Oshiana shall remedy substantiated nonconformities attributable to its failure to meet the agreed scope or requirements at no additional cost to the Client.
The Client shall review the deliverables and notify Oshiana of apparent omissions or nonconformities within 14 calendar days of delivery, providing sufficient details. This review period does not waive rights concerning latent defects or rights that cannot lawfully be excluded. Client-requested changes or additional requirements outside the agreed scope are chargeable as agreed in writing. Minor comments shall not defer payment of undisputed amounts due.
10Goods, collection and risk
For goods supplied, delivery location and any delivery charges shall be as quoted. Risk passes on physical delivery to the agreed location, or on collection by the Client or its nominated carrier. Title passes after full payment for those goods. Any storage costs arising from delayed collection require prior notice and must be reasonable. Product and workmanship warranties, inspection and testing requirements shall be as quoted, without excluding rights that cannot lawfully be excluded.
11Cancellation, postponement and suspension
Client may cancel or postpone by written notice and shall pay for work performed, reasonably committed non-cancellable costs and reasonable demobilization costs, less avoided costs and sums already paid. No double recovery applies. Remobilization costs and revised dates require agreement. Oshiana may suspend for overdue undisputed payments after seven calendar days' written notice and opportunity to remedy, or immediately for unsafe or unlawful conditions. Reasonable notice and mitigation shall be provided where practicable.
12Intellectual property and confidentiality
Each party retains its pre-existing intellectual property. Upon payment of sums due for the relevant deliverables, Client receives a perpetual, non-exclusive license to use and share them with its project participants for the stated project and purpose. Oshiana retains its methods, templates and internal working files. Neither party shall disclose the other's confidential information except for performance, professional advice or legal requirements. Publicity or portfolio use of Client data requires Client's written consent.
13Liability
To the extent permitted by law, Oshiana's aggregate liability arising from the contract, in contract, tort (including negligence) or otherwise, is limited to the total fees paid or payable under the relevant quotation, excluding taxes and reimbursable expenses. To that extent, neither party is liable for indirect or consequential loss, loss of profit, production, use or business opportunity. These restrictions do not apply to fraud, wilful misconduct, death or personal injury caused by negligence, or liability that cannot lawfully be limited, and do not limit payment obligations.
14Events beyond reasonable control
Neither party is liable for delay caused by events beyond its reasonable control, provided it promptly notifies the other and takes reasonable steps to mitigate. Time shall be reasonably extended. Any extra charges require contractual entitlement or written agreement. If disruption continues for more than 30 calendar days, either party may terminate affected work by written notice; properly performed work and reasonably committed non-cancellable costs remain payable, less sums already paid.
15Law and general provisions
Singapore law governs, and the Singapore courts have exclusive jurisdiction. Parties shall first seek good-faith resolution of disputes, without preventing urgent relief or debt recovery. No third party has enforcement rights under the Contracts (Rights of Third Parties) Act 2001. Invalid provisions shall be severed only to the extent necessary. Failure to enforce a right is not a waiver. Changes to these terms apply to an existing contract only by mutual written agreement.