Terms & Conditions

TPC may impose such further terms and conditions and make such amendments to these Terms of Access as TPC may in its discretion deem fit from time to time. TPC will notify you of such amendments by posting the amendments on-line at the website or such other method of notification as may be designated by TPC, which you agree shall be sufficient notice for the purpose of this clause. If you do not agree to be bound by the amendments, you shall cease all access to and/or use of the website and/or Service. You further agree that if you continue to use and/or access the website and/or Service after being notified of such amendments to these Terms of Access, such use and/or access shall constitute an affirmative:-



1.1 In this Agreement, unless the context otherwise requires:

"Advertisements" is defined in Clause 8.

"Agreement" means the application form for the Service as may be prescribed from time to time by TPC read together with this agreement and any and all schedules, annexes and exhibits attached to it or incorporated in it by reference.

"Confidential Information" means all information and data including without limitation any technical information, source code, object code, equipment, data, processes, inventions, products, business, financial information, customer information, documents, software, marketing, support, specifications and documentation, whether or not stamped or marked as "confidential", in relation to the operations or business of TPC or of the Service and/or the Website and other proprietary information, received or obtained by the User in the course of or for the purposes of this Agreement or in the course of the User's use of and access to the Service and/or the Website, but shall not include information which was rightfully in the possession of the User prior to the commencement of the negotiations leading to this Agreement, or which is already public knowledge or becomes so at a future date otherwise than as a result of the User's breach of this Agreement.

"Password" means a password issued by TPC to the User under Clause 5.1.

"Rules" is defined in Clause 3.4.

"Service" means the electronic service provided via the Website, as described in Schedule A and as may be amended by TPC from time to time.

"TPC Intellectual Property" is defined in Clause 13.1.

"Transaction" means any request or communication made or communicated via the Website and/or the Service.

"Transaction Information" is defined in Clause 9.1.

"User" means the entity or person named as such in this Agreement (including the application form for the Service as may be prescribed by TPC from time to time and any acknowledgement to the same) and any and all of such entity or person's agents.

"UserID" means a user login identification code issued by TPC to the User under Clause 5.1.

"User Configuration" is defined in Clause 3.2.

"Website" means the web portal on the Internet which is owned and/or operated by TPC and which is presently at http://tpc.com.sg and on which the Service is made available.

1.2 In this Agreement, unless otherwise stated:-


This Agreement shall commence on the date of this Agreement and shall continue thereafter unless terminated in accordance with Clause 14 below.


3.1TPC will provide the Service to the User on the terms and conditions contained herein.

3.2The User shall be responsible for the procurement, installation and maintenance (at its own cost and expense) of the web browser, software, hardware, equipment, telecommunication and Internet access services necessary to use and access the Website through which the Service will be provided, as specified by TPC from time to time ("User Configuration"). The User accepts that such User Configuration is necessary for use and access of the Service through the Website and are not included as part of the Service. The list of minimum hardware and software requirements for the Service is set out in Schedule B but may be revised from time to time by TPC by posting such revised list within the Website.

3.3The User acknowledges and agrees that TPC is under no obligation to support any User Configuration other than those specified by TPC pursuant to Clause 3.2 and that if the User fails to use such User Configuration, the User may not be able to obtain access to the Service available on the Website, and TPC shall not be held liable as a result thereof.

3.4The User agrees to comply with all notices, guidelines, rules and instructions pertaining to the use of and access to the Service and the Website ("Rules") as may be issued by TPC to the User from time to time in accordance with Clause 4.3.

3.5The products and/or services provided by TPC through the Service are subject to TPC's Terms and Conditions of Sale set out in Schedule C, as may be substituted or amended by TPC from time to time and the User agrees to abide and be bound by such Terms and Conditions of Sale in respect of all orders for TPC's products and/or services.

3.6In the event of any inconsistency between this Agreement and the Terms and Conditions of Sale,

3.6.1the Terms and Conditions of Sale shall prevail in so far as the inconsistency relates to the products and/or services in question; and

3.6.2this Agreement shall prevail in so far as the inconsistency relates to the Service.


TPC shall be entitled to:

4.1temporarily suspend the Service and/or the Website for repair, modification, maintenance or improvement of the Website;

4.2vary any technical specifications for the use of the Service and/or the Website for operational reasons or otherwise in accordance with Clause 3.2;

4.3issue or vary the Rules by giving notice to the User (whether by email, posted on-line or otherwise), which TPC may in its sole discretion decide from time to time for the Users' observance;

4.4make any modification, change, addition to or replacement of any part of the Service and/or the Website at any time, as TPC may deem reasonably necessary, by giving notice to the User (whether by email, posted on-line or otherwise); and/or

4.5remove at any time without prior notice to the User, any advertisements, information, data, photographs, pictures and other materials posted on the Website or through the Service.


5.1The User may access the Service and perform Transactions on the Website only if the User has been provided by TPC with (a) a UserID and (b) a Password and if such UserID and Password are and remain valid. TPC may at any time in its sole and absolute discretion forthwith revoke, and/or invalidate the User's UserID and/or the Password, without prior notice, and/or change the User's Password and/or UserID with prior notice to the User, without assigning any reason therefor and shall not be liable or responsible for any loss or damage suffered by or caused to the User arising out of or in connection with or by reason of such revocation, invalidation and/or change.

5.2The User hereby agrees to keep all UserIDs and Passwords confidential and not to disclose the same to anyone and to notify TPC immediately if it has knowledge that or has reason for suspecting that the confidentiality of any UserID and/or Password has been compromised. The User shall be solely responsible and liable for any disclosure or unauthorised use of any UserID and/or Password. TPC shall not be responsible or liable for any loss caused to or damage incurred or suffered by the User or any person by reason of or arising from or as a consequence of any use (whether authorised or not) of any UserID and/or Password and of any transactions, instructions, acts, instructions or communications arising or issuing therefrom.

5.3Any use of or access to the Service and/or the Website, and any acts, Transactions, information, data, instructions or communications referable to the User's UserID and/or Password shall be deemed to be (i) use or access of the Service by the User and/or (ii) acts, Transactions, information, data, instructions or communications performed, transmitted or validly issued by and binding upon the User and TPC shall not be obliged to conduct further verification or authentication of identity or confirmation of any Transaction. The User acknowledges and agrees to be bound by, and agrees to fully indemnify TPC against any and all losses, liabilities, claims, damages and expenses (including legal fees on a full indemnity basis) attributable to, any access, use, acts, instructions and/or communications referable to the User's UserID and/or Password and agrees that TPC shall be entitled to act upon, rely on and/or hold the User solely responsible and liable in respect thereof as if the same were performed or transmitted by the User.


6.1The User warrants, covenants and undertakes that any and all information, data or materials transmitted through or uploaded onto the Website by the User or submitted by the User to TPC for posting on the Website shall NOT:

6.2The User agrees and undertakes NOT to:

6.3The User shall provide TPC with such information and/or assistance as is required by TPC for the provision of the Service and the performance of any obligation of TPC under this Agreement.

6.4The User shall have no authority to enter into any contracts on behalf of TPC, whether or not through or in relation to the Website and/or the Service.


TPC may, from time to time, permit a third party to offer products and/or services via the Website and/or include hyperlinks on the Website to third party products and/or services available on third party websites. The User acknowledges that such products, services and hyperlinks are provided for the User's convenience only and shall be accessed at the User's own risk. Under no circumstances shall it be construed that TPC is a party to any transaction, if any, between the User and any such third party or that TPC endorses, sponsors, certifies, or is involved in the provision of such products or services accessible through the Website and/or such hyperlinks and TPC shall not be liable in any way for any products obtained and/or purchased from or services rendered by any such third party which shall be the sole responsibility of the relevant third party.


8.1TPC shall be entitled to attach or post banners, java applets and/or such other materials ("Advertisements") on the Website for the purposes of advertising TPC's and/or any third party's products and/or services at its sole discretion without the approval of the User and the User shall not be entitled to any fee, commission or payment in respect of the Advertisements.

8.2The User may request TPC (but TPC shall not be obliged) to attach or post any Advertisements on the Website at the fees to be indicated by TPC.


The User agrees that all information and/or data sent or submitted through the Website and/or Service is non-confidential and non-proprietary and that TPC shall have access to and be entitled to use all information and/or data posted on or transmitted through the Website by the User ("Transaction Information"). The User hereby authorises TPC to use and disclose to any person the Transaction Information for the purposes of this Agreement and of hosting, maintaining, operating and providing the Service and/or Website.


10.1The User acknowledges and agrees that the Service and the Website and all information, materials, services and functions provided by TPC to the User in relation thereto are provided on an "As Is" and "As Available" basis and that the User's use of the Service and/or the Website is entirely at its own risk. No warranty of any kind, implied, express or statutory, including but not limited to any warranties of title, non-infringement of third party rights, merchantability, satisfactory quality, fitness for a particular purpose and freedom from computer virus or other malicious, destructive or corrupting code, agent, program or macros, is given in conjunction with the Service, the Website, and/or any information, materials, services and functions provided by TPC to the User in relation thereto (including without limitation Transaction reports and User account information).

10.2TPC makes no warranty that: -

and TPC hereby expressly excludes and disclaims all liability and responsibility whatsoever in respect thereof.

10.3TPC shall be entitled to decline to process any Transaction made through the Website and/or the Service if the User does not comply with any of the Rules and/or the terms of this Agreement and the User shall indemnify TPC against any claim made by any other party against TPC as a result of the exercise of the aforesaid right by TPC.

10.4The User acknowledges that unless it receives confirmation of receipt from TPC (whether by email, posted on-line or otherwise), its instructions and/or communications to TPC may not have been received and accordingly, may not be carried out.

10.5TPC shall not be responsible or liable to any party if any data or other material transmitted through or downloaded from the Website or any software used in the Website infects or corrupts the User's data or systems.

10.6The User shall be responsible for insuring itself against all loss or damage to data. TPC shall not be liable in contract, tort or otherwise for the loss, corruption or destruction of any data.

10.7Except for death and personal injury resulting from the negligence of TPC, TPC shall not in any event be liable in contract, tort or otherwise for any:

even if TPC had been advised of the possibility of such damages, losses or expenses occurring. This exclusion clause shall take effect to the fullest extent permitted by law.

10.8The User expressly agrees that the foregoing exclusions of liability are an essential part of the consideration bargained for under this Agreement and that substantial charges for the Services will be imposed in the absence of such exclusions.

10.9Each provision of this Clause 10 is to be construed as a separate limitation; applying and surviving even if another of the said provisions is inapplicable or unenforceable.

10.10The provisions of this Clause 10 shall survive the termination of this Agreement.


11.1The User hereby undertakes and agrees to indemnify TPC and keep TPC at all times fully indemnified from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs of TPC on a full indemnity basis), awards, damages, losses and/or expenses however arising directly or indirectly as a result of:

11.2The User shall also fully indemnify and hold TPC harmless against any loss, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by any third party that any information, data or materials transmitted through or uploaded into the Website or submitted by the User to TPC for posting on or inclusion into the Website infringes any intellectual or industrial property rights of any third party.

11.3The obligations of the User under this Clause 11 shall survive the termination of this Agreement.


12.1The User shall treat as confidential all Confidential Information and shall not divulge any Confidential Information to any person (except to the User's own employees and then only to those employees who need to know the same) without TPC's prior written consent. The User shall ensure that its employees, servants and subcontractors are aware of and comply with the provisions of this clause.

12.2The User will establish and maintain sufficient security measures and procedures to provide for the safe custody of Confidential Information and to prevent unauthorised access thereto or use thereof.

12.3The obligations of the User under this Clause 12 shall survive the termination of the Agreement.


13.1Any and all trademarks, copyright and other intellectual property rights used and/or subsisting in the Website and/or Service and all materials and works relating thereto including without limitation copyright and intellectual property rights in and to:-

13.2The User undertakes not to produce, reproduce, re-post, publish, modify, alter, distribute, disseminate, create derivative works based on, commercially exploit or otherwise use the TPC Intellectual Property without the prior written consent of TPC unless specifically permitted by this

13.3The User agrees not to, without the prior written permission of TPC, insert a hyperlink to the Website (or any part thereof) on any other website or webpage or "mirror" any material or content contained on the Website on any other server.


14.1TPC shall be entitled to terminate this Agreement by immediate notice, if :

14.2"Bankruptcy or insolvency proceedings" as referred to in this clause means bankruptcy or winding-up proceedings, becoming insolvent, making any composition or arrangement with creditors or an assignment for their benefit, the levying of any execution, distress, or seizure, liquidation whether voluntarily or compulsorily (other than for the purposes of solvent amalgamation or reconstruction) or having a receiver, administrative receiver, administrator, judicial manager or similar officer appointed over its assets.

14.3Either party may terminate this Agreement at any time without cause by giving the other party thirty (30) days prior written notice.

14.4Termination of this Agreement shall be without prejudice to the rights and liabilities of TPC accrued as of that date.

14.5Any termination of this Agreement shall not affect the continuance in force of any provision which is expressly or by implication intended to continue in force on or after such termination.


15.1Save as provided under Clauses 3.2, 4.3 and 4.4, all notices and communications required under this Agreement shall be in writing and sent by hand, fax or registered mail to the registered office or to such other designated address of the receiving party.

15.2Notices shall be deemed duly given immediately if delivered by hand or sent by confirmed facsimile transmission or on the expiration of forty-eight (48) hours from posting if sent by registered mail.

15.3Notwithstanding Clauses 15.1 and 15.2 above, TPC may from time to time designate other acceptable modes of giving notices under this Agreement (including but not limited to e-mail or other forms of electronic communication) and the time or event by which such notice shall be deemed given.


TPC shall not be liable for non-performance, error, interruption or delay in the performance of its obligations or in the operation of the Service and/or the Website or for any inaccuracy, unreliability or unsuitability of the Service and/or the Website or any information provided to the User if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond its reasonable control including without limitation, Acts of God, nature, court, government, the acts or omissions of the provider of telephone data communication lines, any third party service provider or a party for whom TPC is not responsible.


The User and TPC are independent contractors and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created between the parties by this Agreement.


No failure or delay by TPC to exercise or enforce any rights conferred upon it by this Agreement shall be deemed to be a waiver or variation of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.


If for any reason any clause or part thereof of this Agreement is found to be invalid or unenforceable, such clause or part thereof shall be deemed to be excised from this Agreement and shall not affect the validity or enforceability of the remainder of this Agreement.


TPC reserves the right to assign its rights and obligations under this Agreement in whole or in part to any third party and to appoint sub-contractors to perform any or all the Services and/or obligations under this Agreement.


21.1This Agreement will be governed by and construed in accordance with the laws of Singapore (including without limitation, the provisions of the Evidence Act (Cap. 97) and the Electronic Transactions Act (Cap. 88)) and the parties agree to submit to the non-exclusive jurisdiction of the Singapore courts.

21.2The User agrees that TPC's records and any records of its subcontractors or agents of communications, instructions made, performed, processed or effected through the Website and/or Service by either party, whether stored in electronic or printed form, shall be binding and conclusive evidence of such communications or instructions. The User agrees that such records are admissible in evidence and that the User shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records merely on the basis that such records were in electronic form or were produced by or are the output of a computer system.

Terms and Conditions of Access Dated 30th November 2001 Version 1.0










The following terms and conditions apply to this Contract unless otherwise specified on the face hereof and/or agreed upon in writing.

1.Confirmation of Contract :

1.1Buyer shall, within ten (10) days from the date written at the top of the face hereof, sign and return the duplicate of this Contract to Seller. If the Buyer fails to do so, Seller may at its discretion and without any obligation cancel this Contract.

1.2Any variation or waiver of any term of this Contract shall not be valid unless agreed by the both parties hereto in writing and signed by their duly authorized representatives :

2.Quantity :

The quantity stipulated on the face of this Contract is subject to a variation of up to three percent (3%) plus or minus.

3.Shipment :

Shipment within the time stipulated on the face of this Contract shall be subject to the availability of ship's space. The date of the bill of lading shall be conclusive evidence of the date of shipment. If this Contract is on a F.O.B. or C&I basis, Buyer shall charter a vessel or secure necessary ship's space and give Seller due shipping instructions within a reasonable time prior to shipment, including but not limited to the name of the vessel, the loading berth and the detailed schedule of the vessel at the loading berth. Failure of Buyer to give such instructions in time is a breach of this contract and Buyer shall bear any additional cost incurred therefrom and all risk of the goods specified on the face of this Contract (hereinafter called the "Goods") after the time of shipment specified on the face of this Contract and Seller can dispose of the Goods and recover its damages for Buyer's account and risk. In case of shipment in installments, any delay or failure in shipment of one lot shall not be deemed a breach of this contract to give rise to the right on the part of Buyer to cancel this contract or refuse to accept the performance with respect to the other lots. Any charges for certificates of origin, if required, shall be for the account of Buyer, Buyer shall bear all risk of the Goods from such time as they shall have effectively passed the ship's rail at the port of shipment and the Seller shall be under no obligation to give the Buyer any notice whatsoever.

4.Payment :

Buyer shall pay the full contract price and shall not be entitled to offset against the contract price in any manner unless otherwise specifically agreed by Seller in writing. If Buyer fails to satisfy any payment terms of this Contract or any other contract with Seller, Seller at Buyer's expense and risk may re-sell all or any part of this Contract and any other Contract with Buyer and/or claim any damages resulting from such breach. Seller shall retain, for security purposes, full title to all goods covered hereby until Seller has received the full contract amount thereof.

5.Insurance :

In the event of a CIF or C&I contract, insurance shall be effected by Seller. Such insurance shall be Free from Particular Average (F.P.A.), shall be effected at one hundred and ten percent (110%) of the invoice amount and shall not include any War Risk. Any insurance not set forth herein shall be arranged by Seller at the specific request and on the account of Buyer.

6.Increased Costs :

If Seller's costs of performance are increased after the date of this Contract by reason of any increased or additional taxes or other governmental charges, or by reason of any increased or additional freight rates (including any freight surcharge), insurance rates (including War Risk), which could not be foreseen at the date of this Contract, or if any change in exchange rate (including any change resulting from any currency devaluation or revaluation) increases Seller's costs or reduces Seller's return, Buyer agrees to compensate Seller for such increased cost or loss of income immediately upon Seller's request. If Buyer fails to do so, Seller may cancel all or any part of this Contract.

7.Claims :

Seller shall entertain no claim whatsoever including any claim for damage in transit, shortage of or delay or loss of goods before the relevant payment is fully made. However, any claim shall be notified to Seller by registered air mail or telex within fourteen (14) days after the arrival of the goods at the final destination specified in the relevant bill of lading, except that claims relating to latent defects shall be transmitted to Seller by the same means as soon as such defects are discovered. Each claim shall be accompanied by the full particulars of such claim. Any claim not meeting these requirements shall be deemed to have been waived by Buyer, and in no case will Seller entertain any claim made more than thirty (30) days after the date of the arrival of the goods at the final destination specified in the relevant bill of lading.

8.Warranty :


9.Patents :

Buyer shall defend, indemnify and hold Seller harmless from and against any and all cost, expenses, penalties, losses or damages arising out of any claim made or threatened for infringement of any patent, utility model, trademark, copyright design or other title right of any third party resulting from the exportation, possession, use or resale of the goods or any part thereof in any country.

10.Taxes and Duties :

All taxes, duties, charges and costs attributable to the laws of any national or local government or sub-division thereof that may be charged to the goods in the country of final destination specified in the relevant bill of lading shall be borne by Buyer.

11.Breach of Contract :

In the event Buyer fails to carry out any of the terms herein of or any other contract with Seller, Seller shall have the right to terminate this Contract and any other contracts with Buyer or postpone shipment or stop the goods in transit and Buyer shall in every such case be liable to Seller for all losses, damages and expenses thereby incurred. Upon such termination, all monies payable to Seller become due and payable forthwith.

12.Interpretation :

All trade terms such as FOB, CIF, C&F, C&I etc. used herein shall be interpreted in accordance with INCOTERMS in effect on the date of this contract.

13.Law Applicable :

These conditions and the Contract shall be subject to and construed in accordance with the laws of the Republic of Singapore.

Terms of Access . Terms & Conditions Copyright ® 2004 TPC Pte Ltd. All rights reserved.Co. Reg. No : 198001666D